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Attachment A <br />406 Section 6.3. Subordination <br />. In order to facilitate obtaining financing for the <br />407 <br />construction of the Improvements by the Developer, the Authority may, in its sole and exclusive <br />408 <br />discretion, agree to modify this Agreement in the manner and to the extent the Authority deems <br />409 <br />reasonable, upon request by the financial institution and the Developer, including subordination <br />410 <br />of the Authority’s Note and Mortgage. <br />411 <br />412 Section 6.4. Assignment of Authority Mortgage to Homeowner <br />. Upon conveyance <br />413 <br />of the Property and completed Improvements by the Developer to the Homeowner, the <br />414 <br />Developer shall assign, and the Homeowner shall assume, the Note and Mortgage for the <br />415 <br />Purchase Price of the Property. Pursuant to the terms of the Note and Mortgage, no payments of <br />416 <br />principal or interest shall be payable by the Homeowner to the Authority until the date the <br />417 <br />Property is sold by the Homeowner to a third party not meeting the qualifications for home <br />418 <br />ownership under the Journey Home USA Guidelines. <br />419 <br />420 ARTICLE VII. <br />421 <br />422 PROHIBITIONS AGAINST ASSIGNMENT AND TRANSFER <br />423 <br />424 Section 7.1. Representation as to Redevelopment <br />. The Developer represents and <br />425 <br />agrees that its undertakings pursuant to the Agreement, are for the purpose of development of the <br />426 <br />Property and not for speculation in land holding. The Developer further recognizes that, in view <br />427 <br />of the importance of the Development to the general welfare of the City and the substantial <br />428 <br />financing and other public aids that have been made available by the Authority for the purpose of <br />429 <br />making the Development possible, the qualification and identity of the Developer are of <br />430 <br />particular concern to the Authority. The Developer further recognizes that it is because of such <br />431 <br />qualifications and identity that the Authority is entering into this Agreement, and, in so doing, is <br />432 <br />further willing to rely on the representations and undertakings of the Developer for the faithful <br />433 <br />performance of all undertakings and covenants agreed by the Developer to be performed. <br />434 <br />435 Section 7.2. Prohibition Against Transfer of Property and Assignment of <br />436 Agreement <br />. For the reasons set out in Section 7.1 of this Agreement, the Developer represents <br />437 <br />and agrees as follows: <br />438 <br />439 <br />(a) Except as specifically allowed by this section, Developer has not made or created, <br />440 <br />and, prior to the issuance of the Certificate of Completion, Developer will not make or create, or <br />441 <br />suffer to be made or created, any total or partial sale, assignment, conveyance, or any trust in <br />442 <br />respect to this Agreement or the Property or any part thereof or any interest therein, or any <br />443 <br />contract or agreement to do any of the same, without the prior written approval of the Authority. <br />444 <br />445 <br />(b) This provision shall not be deemed as preventing the Developer from entering <br />446 <br />into a Purchase Agreement for the sale of the Property to a Homeowner. <br />447 <br />448 <br />(c) This provision does not prohibit conveyances that are only by way of security for, <br />449 <br />and only for the purpose of obtaining financing necessary to enable the Developer or any <br />450 <br />successor in interest to the Property, or any part thereof, to perform its obligations with respect <br />451 <br />to the Development under this Agreement, and any other purpose authorized by this Agreement. <br />9 <br />498768v2 MNI RS275-12 <br /> <br />