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City Draft <br /> 6128113 <br /> 6.5.13 Restrictions on Transfer. No I,ender sha11 assign its Permitted <br /> Encumbrance, in whole or in part, to any Person that is not a Lender, withaut the City's prior <br /> written consent, in each instance, which consent shall be granted or denied within thirty (30) <br /> days after the City's receipt of a written request for consent and all documents reasonably <br /> required by the City to process the request for consent. Upon the issuance of a Certificate of <br /> Completion for the Project, the City's consent to the assignment of a Permitte� Encumbrance <br /> shall no langer be required. <br /> 6.5.14 Ne otiation of Modifications to this A eement. The City agrees to <br /> negotiate in good faith with Developer and/or a Lender providing the initial construction Loan <br /> and any potential Lender that is providing fmancing that refinances the initial construction Loan <br /> until cornpletion of construction of the Project, to amend this Agreement to provide such terms <br /> as the Lender may reasonably require to protect its prospective Mortgage against the Site; <br /> provided that such Mortgage shall qualify as a Perrnitted Encumbrarxce and any such amended <br /> terms do not mater�ally adversely affect tk�e City's rights or rnaterially increase the City's <br /> obligations or materially decrease the Developer's obligations under this Agreernent The City <br /> will not be liable to the Developer, any Lender or any other Person for any loss, damage, or <br /> injury of any kind arising from the City's refusal to amend this Agreement in a manner that <br /> wot�ld result in any such moc�ifications. Any rnodifications to this Agreement relating to a <br /> prospective financing between the Developer and a Lender shall be expressly subject ta a <br /> condition precedent that the financing transaction closes. <br /> 6.5.l 5 Termination of Permitte�i Encumbrance Ri�hts. If a Lender is entitled <br /> to exercise any rights pursuant to this Section 6.5, then such entitlement sha11 not terminate, <br /> unless and urztil such time, if any, as either: (1) its Pezmitted Encumbrance shall have been <br /> satisfied; (2) such Lender has consented in writing to ternunation of its rights under this Section <br /> 6.55; or (3} aftex the City has complied with all requirements of this Section 6.55, the City has <br /> validly ternunated this Agreement. Upon any such termination and the City's exercise of its <br /> option under Saction 7.9, all obligations formerly secured by Permitted Encumbrance(s) shall no <br /> longer be secured by the Site. <br /> 6.6 No Approval Required After Certificate of Completion Issued. Upon the <br /> issuance of a Certiftcate of Completion, City's right with respect to approval of Loans, <br /> construction financing, loan documents, lender assignments and Transfers shall be of no further <br /> force or effect without the necessity o�notice or further agreement. Upon the written request of <br /> Developer following the expiration of the obligatioivs set forth in this Article 6, City agrees to <br /> confirm in writing the expiry of such special covenant and execute and deliver to Developer such <br /> documents or agreements, including quitclaim deeds, as are necessary to remove such expired <br /> special covenant from any recorded docunaent. <br /> 82483.00D0917571312.10 46 <br />