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instrument in writing satisfactory to the City and in form recordable among the land records, <br /> shall for itself and its successors and assigns, and specifically for the benefit of the HRA and <br /> the City, have expressly assumed all (or the applicable portion) of the obligations of the <br /> Developer under this Agreement and agreed to be subject to such obligations, restrictions and <br /> conditions or, in the event the transfer is, of, or relates to part of the Development, such <br /> obligations, conditions, and restrictions to the extent that they relate to such part; provided, <br /> that the fact that any transferee of, or any other successor in interest whatsoever to, the <br /> Development or any part thereof, shall, for whatever reason, not have assumed such <br /> obligations or agreed to do so, shall not, unless and only to the extent otherwise specifically <br /> provided in this Agreement or agreed to in writing by the City, relieve or except such <br /> transferee or successor from such obligations, conditions, or restrictions, or deprive or limit <br /> the HRA and the City of or with respect to any rights or remedies or controls with respect to <br /> the Development or the construction of the Improvements; it being the intent of this Section <br /> 5.3, together with other provisions of this Agreement, that to the fullest extent permitted by <br /> law and equity and excepting only in the manner and to the extent specifically provided <br /> otherwise in the Agreement no transfer of, or change with respect to, ownership in the <br /> Development or any part thereof, or any interest therein, however consummated or occurring, <br /> whether voluntary or involuntary, shall operate, legally or practically, to deprive or limit the <br /> HRA or the City, of any rights or remedies or controls provided in or resulting from this <br /> Agreement with respect to the Development and the construction of the Improvements that <br /> the HRA and the City would have had, had there been no such transfer or change; and(iii) <br /> there shall be submitted to the City for review all instruments and other legal documents <br /> involved in effecting transfers described herein, and if approved by the City, their approval <br /> shall be indicated to the Developer in writing. <br /> In the absence of specific written agreement by the City to the contrary, no such <br /> transfer or approval by the City thereof shall be deemed to relieve the Developer from any of <br /> its obligations with respect thereto. <br /> Section 5.4 Approvals. Any approval required to be given by the City under this <br /> Article V may be denied only in the event that the City reasonably determines that the ability <br /> of the Developer to perform its obligations under this Agreement will be materially impaired <br /> by the action for which approval is sought. <br /> Section 5.5 Subordination and Modification for the Benefit of Mortgagees. <br /> (a) In order to facilitate the obtaining of temporary or permanent financing for the <br /> construction or purchase of the Development, or individual phases thereof, by the Developer, <br /> the City agrees to subordinate its rights under this Agreement to the Holder of any Mortgage <br /> entered into for the purpose of obtaining such financing, but only provided that the Mortgage <br /> or subordination agreement provides that if the Holder of the Mortgage shall foreclose on the <br /> Development Property or the Improvements thereon, or on the Developer's interest in the <br /> Ground Lease, or any portion thereof, or accept a deed to such property in lieu of foreclosure, <br /> it shall consent to be bound by the provisions of Section 2.1(f) of this Agreement. <br /> 15 <br />