Discretion to Encumber. The Parties hereto agree that this Agreement shall not prevent or limit Owner, in any manner, at Owner’s sole discretion, from encumbering the Site or any portion thereof or any improvements thereon then owned by such person with any mortgage, deed of trust or other security device (“Mortgage”) securing financing with respect to the Site or such portion. City acknowledges that the lenders providing such financing may require certain modifications, and City agrees, upon request, from time to time, to meet with Owner and/or representatives of such lenders to negotiate in good faith any such request for modification. City further agrees that it will not unreasonably withhold its consent to any such requested modification. Any mortgagee or trust deed beneficiary of the Site or any portion thereof or any improvements thereon and its successors and assigns (“Mortgagee”) shall be entitled to the following rights and privileges.
Discretion to Encumber. This Agreement shall not prevent or limit Owner in any manner at Owner’s sole discretion, from encumbering the Property, or any portion of the Property, or any improvement on the Property, by any mortgage, deed of trust, or other security device securing financing with respect to the Property or its improvement.
Discretion to Encumber. This Agreement shall not prevent or limit Developer in any manner, at its sole discretion, from encumbering the Property or any portion of the Property or any improvement on the Property by any mortgage, deed of trust or other security device securing financing with respect to the Property or its improvements. The City acknowledges that the lender(s) providing such financing may require certain Agreement interpretations and agrees, upon request, from time to time, to meet with the Developer and representatives of such lender(s) to provide within a reasonable time period the City’s response to such requested interpretations. The City will not unreasonably withhold its consent to any such requested interpretation, provided that such interpretation is consistent with the intent and purposes of this Agreement. Any mortgagee of a mortgage or a beneficiary of a deed of trust encumbering all or any portion of the Property or any successor or assign thereof, including without limitation any purchaser at a judicial or non-judicial foreclosure sale or a person or entity who obtains title by deed-in-lieu of foreclosure on any portion of the Property (individually or collectively, as the context requires, “Mortgagee”) shall be entitled to the following rights and privileges:
Discretion to Encumber. The Parties hereto agree that this Agreement shall not prevent or limit Developer, in any manner, at Developer’s sole discretion, from encumbering the Property or any portion thereof or any improvements thereon then owned by such person with any mortgage, deed of trust or other security device (“Mortgage”) securing financing with respect to the Property or such portion. Any mortgagee or trust deed beneficiary of the Property or any portion thereof or any improvements thereon and its successors and assigns (“Mortgagee”) shall be entitled to the following rights and privileges.
Discretion to Encumber. This Agreement shall not prevent or limit Developer from encumbering the Property or any portion thereof or any improvement thereon by any mortgage, deed of trust, UCC financing statement or fixture filing, or other security device securing financing of the Project or any portion thereof, or Developer’s use of the Property as collateral or security for any purpose.
Discretion to Encumber. This Agreement shall not prevent or limit Owner from encumbering the Property, or any portion of or improvement on the Property, by any mortgage. The City acknowledges that lenders providing financing may require modifications to this Agreement, and the City agrees, upon request from Owner, to meet with Owner and/or representatives of lenders to negotiate in good faith any lender request for modification to this Agreement, provided that any modification will not affect the timely completion or fulfillment of any requirements in the Entitlements or this Agreement relating to the Public Benefits.
Discretion to Encumber. The Parties agree that this Agreement will not prevent or limit the Owner in any manner, at the Owner’s sole discretion, from encumbering the Owner Property, or any part of the same including, without limitation, improvement thereon, by any mortgage, deed of trust or other security device securing financing with respect to the Owner Property. The City further agrees that it will not unreasonably withhold its consent to any modification requested by a lender so long as the modification does not materially alter this Agreement to the detriment of the City.
Discretion to Encumber. Developer may, in its sole discretion, encumber some or all of the Windward Site or improvements on the Windward Site with a Mortgage.
Discretion to Encumber. This Agreement shall not prevent or limit Developer in any manner, at its sole discretion, from encumbering the Property or any portion of the Property or any improvement on the Property by any mortgage, deed of trust or other security device securing financing for the Property or its improvements. This Agreement shall be superior and senior to the lien of any mortgage. Nevertheless, no breach of this Agreement shall defeat, render invalid, diminish, or impair the lien of any mortgage made in good faith and for value. Any acquisition or acceptance of title or any right or interest in the Property or part of the Property by a mortgagee (whether due to foreclosure, trustee’s sale, deed in lieu of foreclosure, lease termination, or otherwise) shall be subject to all of the terms and conditions of this Agreement. Any mortgagee who takes title to the Property or any part of the Property shall be entitled to the benefits arising under this Agreement. Notwithstanding the provisions of this Section, a mortgagee will not have any obligation or duty under the terms of this Agreement to perform the obligations of Developer or other affirmative covenants of Developer, or to guarantee this performance except that: (i) the mortgagee shall have no right to develop the Project under the Applicable Rules without fully complying with the terms of this Agreement; and (ii) to the extent that any covenant to be performed by Developer is a condition to the performance of a covenant by City, that performance shall continue to be a condition precedent to City’s performance. Each mortgagee shall, upon written request to City, be entitled to receive written notice from City of: (i) the results of the periodic review of compliance specified in Section 5 of this Agreement, and (ii) any default by Developer of its obligations set forth in this Agreement. Each mortgagee shall have a further right, but not an obligation, to cure the default within forty-five (45) days after receiving a Notice of Default. If the mortgagee can only remedy or cure a non-monetary default by obtaining possession of the Property, then the mortgagee shall have the right to seek to obtain possession with diligence and continuity through a receiver or otherwise, and to remedy or cure the non-monetary default within sixty (60) days after obtaining possession and, except in case of emergency or to protect the public health or safety, City may not exercise any of its judicial remedies set forth in this Agreement to...
Discretion to Encumber. This Agreement shall not prevent or limit Developer from encumbering the Property or any improvement on the Property by any mortgage, deed of trust or other security device.
23.1 The lien of any existing or future deeds of trust recorded against all or any part of the Property shall be superior and senior to any lien created by this Agreement or the recordation thereof. At the request of any lender whose loan will be secured by a deed of trust on all or any part of the Property, County shall execute a subordination agreement subordinating its interest hereunder to the lien of such deed of trust, which subordination agreement shall be subject to the reasonable approval of County. Notwithstanding the foregoing, any foreclosure of any such deed of trust shall not serve to extinguish or terminate this Agreement. Nothing in this Agreement shall be deemed to construe, permit or authorize any such mortgagee to devote the Property, or any part thereof, for any uses, or to construct any improvements thereon, other than those uses or improvements provided for or authorized by this Agreement.
23.2 Neither entering into this Agreement nor a breach of this Agreement shall defeat, invalidate, diminish or impair the lien of any existing or future mortgage or deed of trust on the Property made in good faith and for value.
