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2. The City acknowledges that the Mortgagee is making the Loan to the Borrower. The City also acknowledges for the benefit of the Mortgagee that the Borrower has completed the Minimum Improvements in accordance with the terms of the Development Agreement. 3, The City subordinates in all respects to the Mortgages and the Assignments of Rents encumbering only the Development Property and the interest of the Mortgagee thereunder any and all right, title or interest the City has, may have or may hereafter acquire in the Development Property, or any insurance proceeds and condemnation awards with respect thereto, whether pursuant to the Development Agreement, any deeds delivered to the Borrower pursuant to the Development Agreement, or otherwise, including any rights of reversion, re -entry or forfeiture of the Development Property or any part thereof' available to the City. 4. The provisions ofthe Development Agreement relating to the rights ofthe City to the proceeds of any insurance and any condemnation award and the requirements that any such insurance proceeds and condemnation awards be applied in the manner set forth therein are hereby subordinated and made subject to the rights ofthe Mortgagee to such proceeds and their application under the Mortgages as to the Develonment Prnneriv 5. The City also acknowledges and consents to the encumbrance of the Mortgages and the Assignment of Rents in favor of the Mortgagee on the Development Property. 6. The City acknowledges that the Mortgagee is not a party to the Development Agreement and by executing this Agreement does not become a party to the Development Agreement and that this Agreement contains the entire agreement between the City and the Mortgagee with respect to the Development Property. 7. The City agrees to give to the Mortgagee notice of any breach or default by the Borrower under the Development Agreement at the same time the City delivers such notice of breach or default to the Borrower, and the Mortgagee shall have the right, but not the obligation, to cure or remedy such breach or default by the Borrower under the Development Agreement in the same manner as the Borrower may so cure or remedy any such breach or default thereunder. 8. As long as the Development Agreement remains in effect, the Mortgagee agrees to provide the City with a copy of any formal notice of any breach or default by the Borrower under the Mortgages at or about the same time the Mortgagee delivers such notice of breach or default to the Borrower, and the City shall have the right, but not the obligation, to cure or remedy such breach or default by the Borrower under the Mortgages in the same manner as the Borrower may so cure or remedy any such breach or default thereunder. This provision is for the benefit of the City, and not the Borrower, and is not intended to confer any benefits on the Borrower, The Borrower hereby consents to the Mortgagee providing any such notice to the City and agrees that the Mortgagees failure or delay in giving any such notice to the City shall not delay or impair the exercise of any of the Mortgagee's remedies under the Mortgages, the Assignments of Rents and the other Loan Documents (as defined in the Mortgages). b0 'd 9. Nothing contained herein shall be construed to be a subordination of the Minimum ?17:17T 800?- B? -AeW