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Transferee or other third party's sole remedy shall be to seek the funds directly from the Developer.
<br />No conveyance, transfer, assignment, mortgage, pledge or other encumbrance, including under
<br />Section 4.20 hereof, shall be made by the Developer or any successor or assignee of the Developer
<br />that results in the City being an "obligated person" within the meaning of Rule 15c2-12 of the
<br />United States Securities and Exchange Commission without the express written consent of the
<br />City. The City shall not be required to make payments pursuant to this Agreement to more than
<br />two parties. Any assignment by a Transferee of its rights, title or interest under this Agreement
<br />shall be subject to the requirements of the Developer under this Section.
<br />4.20 Encumbrance bv Developer and Assi�gees. The Developer and Assignees have the
<br />right, from time to time, to collaterally assign, pledge, grant a lien or security interest in, or
<br />otherwise encumber any of their respective rights, title, or interest under this Agreement for the
<br />benefit of (a) their respective lenders without the consent of, but with prompt written Notice to, the
<br />City, and (b) to any person or entity with the City Manager's prior written consent (which consent
<br />shall not be unreasonably withheld, conditioned, or delayed). If the City Manager fails to provide
<br />the Developer or Assignee with a reasonable written objection. to a collateral assignment request
<br />within thirty (30) days of receiving such request, then the collateral assignment shall be
<br />automatically deemed approved by the City. The collateral assignment, pledge, grant of lien or
<br />security interest, or other encumbrance shall not, however, obligate any lender to perform any
<br />obligations or incur any liability under this Agreement unless the lender agrees in writing to
<br />perform such obligations or incur such liability. Provided the City has been given a copy of the
<br />documents creating the lender's interest, including Notice information for the lender, then that
<br />lender shall have the right, but not the obligation, to cure any default under this Agreement and
<br />shall be given a reasonable time, but no more than 180 days, to do so in addition to the cure periods
<br />otherwise provided to the defaulting Party by this Agreement; and the City agrees to accept a cure,
<br />not to be unreasonably withheld, offered by the lender as if offered by the defaulting Party. A lender
<br />is not a party to this Agreement unless this Agreement is amended, with the consent of the lender,
<br />to add the lender as a Party. Notwithstanding the foregoing, however, this Agreement shall
<br />continue to bind the Property and shall survive any transfer, conveyance, or assignment occasioned
<br />by the exercise of foreclosure or other rights by a lender, whether judicial or non judicial. Any
<br />purchaser from or successor Developer through a lender of any portion of the Property shall be
<br />bound by this Agreement and shall not be entitled to the rights and benefits of this Agreement with
<br />respect to the acquired portion of the Property until all defaults under this Agreement with respect
<br />to the acquired portion of the Property have been cured.
<br />4.21 Cautions. The captions used in connection with the paragraphs of this Agreement
<br />are for convenience only and shall not be deemed to construe or limit the meaning of the language
<br />contained in this Agreement or used as interpreting the meanings and provisions hereof
<br />4.22 Force Majeure. Each Party shall use good faith, due diligence and reasonable care
<br />in the performance of its respective obligations under this Agreement, and time shall be of the
<br />essence in such performance; however, in the event a Party is unable, due to force majeure, to
<br />perform its obligations under this Agreement, then the obligations affected by the force majeure
<br />shall be temporarily suspended. Within ten (10) Business Days after the occurrence of a force
<br />majeure, the Party claiming the right to temporarily suspend its performance shall give notice to
<br />the other Party, including a detailed explanation of the force majeure and a description of the action
<br />that will be taken to remedy the force majeure and resume full performance at the earliest possible
<br />Reimbursement Agreement
<br />Forestbrook Public Improvement District No. 1 Page 17
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