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<br />. <br /> <br />4. The City's agreement with the Mortgagor and Mortgagee hereunder is not intended <br />to constitute a present or future guarantee of the Mortgage, and the Mortgagee and Mortgagor <br />hereby acknewledge and agree that neither of them shall have any rights or claims against the City <br />except as may a?t's~ pursuant to this Mortgagee Agreement. <br /> <br />5. The City may, at its sole reasonable discretion, elect to sublet the mortgaged property <br />to a sublessee of its choice, provided that such sublessee meets the Mortgagee's reasonable credit <br />requirements and agrees to assume the obligations of the Mortgagor pursuant to the Mortgage. <br />Mortgagee agrees that it will not unreasonably withhold its approval of such a proposed sublease. <br /> <br />6. The Mortgagor hereby consents to the terms of this Agreement and hereby waives and <br />holds harmless the City as to any claims, actions or rights Mortgagor may have in connection with <br />this Agreement, the Mortgage, or the City's potential cure and assumption or repayment of the <br />Mortgage pursuant to the terms of this Agreement. The Mortgagor hereby represents and warrants <br />that it has obtained the advice oflegal counsel regarding the effect of this Agreement on Mortgagor's <br />rights and obligations pursuant to the Mortgage and the Ground Lease. <br /> <br />7. The lien of the Mortgage is subordinate to the rights and interests of the City as fee <br />owner of the mortgaged property and as lessor under the Ground Lease. Nothing herein shall be <br />intended or construed as a subordination of the City's interests in the mortgaged property to the lien <br />of the Mortgage, including, without limitation, the City's option to reenter and sublet the mortgaged <br />property pursuant to Section 12.2 of the Ground Lease and all of the City's rights relating to remedies <br />set forth in Article 12 of the Ground Lease. <br /> <br />. <br /> <br />8. This Agreement shall expire automatically upon the earlier of the following <br />occurrences: (i) the Mortgagor's repayment in full of the Mortgage; (ii) modification or amendment <br />of the terms of the Mortgage without the City's prior written consent~ (iii) the sum of all amounts <br />necessary to pay in full (including without limitation principal, accrued interest, taxes, and insurance) <br />the Mortgage shall exceed Four Hundred Forty-seven Thousand Five Hundred Dollars ($447,500); <br />(iv) the mortgaged property or any part thereof shall have been taken in condemnation proceedings <br />or by exercise of any right of eminent domain or by agreement; ( v) the Mortgagee or the Mortgagor <br />shall have assigned all or any part its interests in the Mortgage or the mortgaged property without <br />the City's prior written consent~ (vi) the maturity date stated on the note evidencing the debt secured <br />by the Mortgage; or (vii) the expiration of the term of the Ground Lease. <br /> <br />9. The Mortgagee hereby waives and holds the City harmless from and against any and <br />all other rights, claims or actions that the Mortgagee, or parties claiming by or under it, may have <br />against the Mortgagor in connection with the Mortgage or otherwise. . <br /> <br />10. <br />following: <br /> <br />The City's obligations pursuant to this Agreement shall be conditioned upon the <br /> <br />a. <br /> <br />The Improvements shall be Substantially Complete, all sums for costs of construction of the <br />Improvements shall have been disbursed by the Mortgagee, there shall be no other unpaid <br /> <br />. <br /> <br />BURN IS 592193.2 <br /> <br />-2- <br />