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Agreement and agreed to be subject to such obligations, restrictions and conditions or,
<br /> in the event the transfer is, of, or relates to part of the Development, such obligations,
<br /> conditions, and restrictions to the extent that they relate to such part; provided, that
<br /> 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
<br /> specifically provided in this Agreement or agreed to in writing by the City, relieve or
<br /> except such transferee or successor from such obligations, conditions, or restrictions,
<br /> or deprive or limit the HRA and the City of or with respect to any rights or remedies
<br /> or controls with respect to the Development or the construction of the Improvements;
<br /> it being the intent of this Section 5.3, together with other provisions of this
<br /> Agreement, that to the fullest extent permitted by law and equity and excepting only
<br /> in the manner and to the extent specifically provided otherwise in the Agreement no
<br /> transfer of, or change with respect to, ownership in the Development or any part
<br /> thereof, or any interest therein, however consummated or occurring, whether
<br /> 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
<br /> this Agreement with respect to the Development and the construction of the
<br /> Improvements that the HRA and the City would have had, had there been no such
<br /> transfer or change. (iii) There shall be submitted to the City for review all instruments
<br /> and other legal documents involved in effecting transfers described herein, and if
<br /> approved by the City, their approval shall be indicated to the Developer in writing.
<br /> In the absence of specific written agreement by the City to the contrary, no
<br /> such transfer or approval by the City thereof shall be deemed to relieve the Developer
<br /> from any of its obligations with respect thereto.
<br /> Section 5.4 Approvals. Any approval required to be given by the City under
<br /> this Article V may be denied only in the event that the City reasonably determine that
<br /> the ability of the Developer to perform its obligations under this Agreement will be
<br /> materially impaired 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
<br /> for the construction or purchase of the Development, or individual phases thereof, by
<br /> the Developer, the City agrees to subordinate its rights under this Agreement to the
<br /> Holder of any Mortgage entered into for the purpose of obtaining such financing, but
<br /> only provided that the Mortgage or subordination agreement provides that if the
<br /> Holder of the Mortgage shall foreclose on the Development Property or the
<br /> Improvements thereon, or on the Developer's interest in the Ground Lease, or any
<br /> portion thereof, or accept a deed to such property in lieu of foreclosure, it shall
<br /> consent to be bound by the provisions of Section 2.1(f).
<br /> (b) In order to facilitate the obtaining of financing for the acquisition and
<br /> construction of the Development, the City agrees that it shall agree to any reasonable
<br /> modification of this Article V or waiver of its rights hereunder to accommodate the
<br /> interests of the Holder of the Mortgage, provided, however, that the City determines,
<br /> in its reasonable judgment, that any such modification(s)will adequately protect the
<br /> legitimate interests and security of the HRA and the City with respect to the
<br /> Development.
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