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7.A. - Page 174 6.5.13 Restrictions on Transfer. No Lender shall assign its Permitted Encumbrance, in whole or in part, to any Person that is not a Lender, without the City's prior written consent, in each instance, which consent shall be granted or denied within thirty (30) days after the City's receipt of a written request for consent and all documents reasonably required by the City to process the request for consent. 6.5.14 Ne�otiation of Modifications to this A�reement. The City agrees to negotiate in good faith with Developer and/or a Lender providing the initial construction Loan and any potential Lender that is providing financing that refinances the initial construction Loan until completion of construction of the Project, to amend this Agreement to provide such terms as the Lender may reasonably require to protect its prospective Mortgage against the Site; provided that such Mortgage shall qualify as a Permitted Encumbrance and any such amended terms do not materially adversely affect the City's rights or materially increase the City's obligations or materially decrease the Developer's obligations under this Agreement. The City will not be liable to the Developer, any Lender or any other Person for any loss, damage, or injury of any kind arising from the City's refusal to amend this Agreement in a manner that would result in any such modifications. Any modifications to this Agreement relating to a prospective financing between the Developer and a Lender shall be expressly subject to a condition precedent that the financing transaction closes. 6.5.15 Termination of Permitted Encumbrance Rights. If a Lender is entitled to exercise any rights pursuant to this Section 6.5, then such entitlement shall not terminate, unless and until such time, if any, as either. (1) its Permitted Encumbrance shall have been satisfied; (2) such Lender has consented in writing to termination of its rights under this Section 6.55; or (3) after the City has complied with all requirements of this Section 6.55, the City has validly terminated this Agreement. Upon any such termination and the City's exercise of its option under Section 7.9, all obligations formerly secured by Permitted Encumbrance(s) shall no longer be secured by the Site. 6.6 No Approval Required After Certificate of Completion Issued. Upon the issuance of a Certificate of Completion, City's right with respect to approval of Loans, construction financing, loan documents, lender assignments and Transfers shall be of no further force or effect without the necessity of notice or further agreement. Upon the written request of Developer following the expiration of the obligations set forth in this Article 6, City agrees to confirm in writing the expiry of such special covenant and execute and deliver to Developer such documents or agreements, including quitclaim deeds, as are necessary to remove such expired special covenant from any recorded document. 82483.00009\7571312.11 46 ATTY/AGR/2013.118/BLOCK 2 HUNTER STORM REV: 07-19-13 PT