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4 opinion on the part of the Authority or City that such financing is sufficient for any purpose. 8. The Authority and the City agree that their respective rights under the Development Agreement, including but not limited to the receipt and application of any proceeds of insurance shall, in all respects, be subject and subordinate to the rights of the Lender under the Mortgage; provided, however, that nothing herein shall be construed as subordinating the requirements contained within the Development Agreement that the Minimum Improvements be used in accordance with Section 10.3 of the Development Agreement, or as subordinating the Authority’s rights under the Assessment Agreement (as defined in the Development Agreement). The term “Mortgage” shall include the Mortgage and any amendments, supplements, modifications, renewals, extensions or replacements thereto. In addition, the Authority and the City acknowledge that the terms of the Mortgage, not the Development Agreement, shall control the use and disbursement of insurance proceeds and condemnation awards. Any obligation of the Redeveloper or the Phase II Land Owner to construct the Minimum Improvements is hereby subordinated to the Mortgage. Notwithstanding anything herein to the contrary, the Authority shall continue to have the ability to suspend, adjust, or terminate payments on the TIF Note in accordance with its terms and/or to terminate the Development Agreement if an Event of Default (as such terms are defined in the Development Agreement) occurs as provided in Section 9.2 of the Development Agreement. 9. The Authority and the City agree that, contemporaneously with any notice of default given under the Development Agreement to the Redeveloper or the Phase I Land Owner, the Authority and the City shall also provide the Lender with a copy of such notice of default, and the Lender shall have the right, but not the obligation, to cure any such default on behalf of the Developer within any applicable cure period provided for in the Development Agreement. 10. The Lender agrees to use commercially reasonable efforts to provide the Authority with all default notices sent to the Borrower pursuant to the Loan Documents but only to the extent the default described therein is reasonably likely to have a material adverse effect on Borrower’s ability to perform its obligations under the Development Agreement, and the Borrower agrees that it shall cause the Authority to receive copies of any notice of default received by the Borrower from the Lender but only to the extent the default described therein is reasonably likely to have a material adverse effect on Borrower’s ability to perform its obligations under the Development Agreement. 11. The parties hereto agree that no change or amendment shall be made to the terms of the Development Agreement without the prior written consent of the Lender, such consent not to be unreasonably withheld, condition or delayed. 12. This Agreement can be waived, modified, amended, terminated or discharged only explicitly in a writing signed by all parties hereto. A waiver by the Lender shall be effective only in a specific instance and for the specific purpose given. Mere delay 34