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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,
<br /> such obligations, conditions, and restrictions to the extent that they relate to such part;
<br /> provided, that the fact that any transferee of, or any other successor in interest
<br /> whatsoever to, the Development or any part thereof, shall, for whatever reason, not
<br /> have assumed such obligations or agreed to do so, shall not, unless and only to the
<br /> extent otherwise specifically provided in this Agreement or agreed to in writing by the
<br /> City, relieve or except such transferee or successor from such obligations, conditions,
<br /> or restrictions, or deprive or limit the HRA and the City of or with respect to any
<br /> rights or remedies or controls with respect to the Development or the construction of
<br /> the Improvements; it being the intent of this Section 5.3, together with other
<br /> provisions of this Agreement, that to the fullest extent permitted by law and equity
<br /> and excepting only in the manner and to the extent specifically provided otherwise in
<br /> 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
<br /> occurring, whether voluntary or involuntary, shall operate, legally or practically, to
<br /> deprive or limit the HRA or the City, of any rights or remedies or controls provided in
<br /> or resulting from this Agreement with respect to the Development and the
<br /> construction of the Improvements that the HRA and the City would have had, had
<br /> there been no such transfer or change.; and(iii) There there shall be submitted to the
<br /> City for review all instruments and other legal documents involved in effecting
<br /> transfers described herein, and if approved by the City, their approval shall be
<br /> indicated to the .Developer in writing.
<br /> g
<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
<br /> determines that the ability of the Developer to perform its obligations under this
<br /> Agreement will be 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) of this Agreement.
<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
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