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nominee, by assignment in lieu of foreclosure) and upon such completion of acquisition or foreclosure such Owner Event of Default shall be deemed to have been cured. The Mortgagee shall not be required to obtain possession or to continue in possession as Mortgagee of the Property pursuant to Subsection 8.4( a) above, or to continue to prosecute foreclosure proceedings pursuant to Subsection 8.4(b) above, if and when such Owner Event of Default shall be cured. Nothing herein shall preclude the City from exercising any of its rights or remedies with respect to any other Owner Event of Default during any period of such forbearance, but in such event the Mortgagee shall have all of its rights provided for herein. If the Mortgagee, its nominee, or a purchaser in a foreclosure sale, shall acquire title to Owner's right, title and interest hereunder and shall cure all Owner Events of Defaults that are susceptible of being cured by the Mortgagee or by said purchaser, as the case may be, then prior Owner Events of Default that are not susceptible to being cured by the Mortgagee or by said purchaser shall no longer be deemed Owner Events of Default hereunder. Except as set forth herein, nothing contained herein shall require any Mortgagee to cure any Owner Event of Default. 8.5 Foreclosure. Foreclosure of any Mortgage, or any sale thereunder, whether by judicial proceedings or by virtue of any power contained in a Mortgage, or any conveyance of the Project from the Owner to a Mortgagee or its designee through, or in lieu of foreclosure or other appropriate proceedings in the nature thereof, shall not require the consent of the City or constitute a breach of any provision of or a default under this Agreement; and upon such foreclosure, sale or conveyance the City shall recognize the purchaser or other transferee in connection therewith as the Owner hereunder provided that such purchaser or transferee assumes, subject to the terms of Section 8.4 above, each and all of the obligations of the Owner hereunder pursuant to an assumption agreement satisfactory to the City. If any Mortgagee or its nominee or assignee shall acquire the Owner's right, title and interest hereunder as a result of a judicial or nonjudicial foreclosure under any Permitted Mortgage, or by means of a deed in lieu of foreclosure, or through settlement of or arising out of any pending or contemplated foreclosure action, such Mortgagee shall thereafter have the right to assign or transfer the Owner's right, title and interest hereunder to an assignee upon obtaining the City's consent with respect thereto, which consent shall not be unreasonably withheld or delayed. Upon such acquisition of the Owner's right, title and interest hereunder as described in the preceding sentence by either Mortgagee, or the assignee or nominee of Mortgagee, or the purchaser from Mortgagee, assignee or nominee, the City shall immediately execute and deliver a new agreement or amend this Agreement with such party, upon the written request therefor by such party given not later than one hundred twenty (120) days after such party's acquisition ofthe Owner's right, title and interest hereunder. Subject to the terms of Section 8.4 above, such new agreement or amended Agreement shall be substantially the same in form and content to the provisions of this Agreement, except with respect to the parties thereto, and the elimination of any requirements which have been fulfilled by the Owner prior thereto, and said agreement shall have priority equal to the priority of this Agreement. Upon execution and delivery of such new agreement or amended Agreement, the City shall cooperate with the new owner, at the sole expense of said new owner, in taking such action as may be necessary to cancel and discharge this Agreement and to remove Owner named herein from the Property. 17 11 A-34