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7.5.2 Without limiting any other remedy Agency and City may have under this <br />Agreement, or under law or equity, this Agreement maybe terminated by Agency and City if <br />without the prior written approval of the Agency and City, Developer assigns or Transfers this <br />Agreement or the Property prior to the Agency's issuance of a Certificate of Completion. This <br />Section 7.5.2 shall not apply to Transfers described in clauses (i) through (iv) of Section 7.3). <br />7.6 Recovery of Agency and City Costs. Developer shall reimburse Agency and City <br />for all Agency costs, including but not limited to attorneys' fees, incurred in reviewing <br />instruments and other legal documents proposed to affect a Transfer under this Agreement and in <br />reviewing the qualifications and financial resources of a proposed successor, assignee, or <br />transferee within ten days following Agency's and/or City's delivery to Developer of an invoice <br />detailing such costs. This Section 7.6 shall not apply to Transfers described in Section 7.3. <br />ARTICLE VIII <br />SECURITY FINANCING AND RIGHTS OF MORTGAGEES <br />8.1 Mortgages and Deeds of Trust for Development. Mortgages and deeds of trust, or <br />any other reasonable security instrument are permitted to be placed upon the Property only for <br />the purpose of securing loans approved pursuant to the approved Financing Plan for the purpose <br />of financing the acquisition of the Property, the design and construction of the Improvements, <br />other expenditures reasonably necessary for development of the Property pursuant to this <br />Agreement, and the rehabilitation and/or refinancing of the Project. Developer shall not enter <br />into any conveyance for such financing without the prior written approval of Agency's Executive <br />Director or his or her designee and the City Manager or his or her designee. As used herein, the <br />terms "mortgage" and "deed of trust" shall mean any security instrument used in financing real <br />estate acquisition, construction and land development. <br />8.1.1 Memorandum and Re u,~ latory Agreement to be Senior to Mortgages. <br />Agency and City agree that if required by construction and/or permanent lenders the <br />Memorandum of this Agreement and the Regulatory Agreement maybe subordinated to deeds of <br />trust or other security instruments approved by the City and Agency pursuant to a written <br />instrument conforming to the requirements of California Health and Safety Code Section <br />33334.14(a)(4) and including without limitation, the provisions set forth in Section 8.4 below. <br />8.2 Holder Not Obligated to Construct. The holder of any mortgage, deed of trust <br />authorized by this Agreement shall not be obligated to construct or complete the Improvements <br />or to guarantee such construction or completion. Nothing in this Agreement shall be deemed to <br />permit or authorize any such holder to devote the Property or any portion thereof to any uses, or <br />to construct any improvements thereon, other than those uses or improvements provided for or <br />authorized by this Agreement. <br />8.3 Notice of Default and Right to Cure. Whenever Agency and/or City delivers any <br />notice of default hereunder, Agency and/or City shall concurrently deliver a copy of such notice <br />to each holder of record of any mortgage or deed of trust secured by the Property provided that <br />Agency and/or City have been provided with the address for delivery of such notice. Agency <br />and City shall have no liability to any such holder for any failure by the Agency and/or City to <br />956070-4 27 <br />