11-13-2002 Council Agenda - Laserfiche WebLink

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of loss or damage to property or injury to or death of any person occurring at or about the Development Property except for liability, costs or expenses arising out of the Indemnified Parties' negligence or intentional misconduct. 10. MORTGAGE FINANCING. 10.1. Right to Mortgage. Notwithstanding the provisions of Section 11, the Developer may mortgage its interest in the Development Property And in_ connection therewith, collaterally assign its rights and obligations under this Agreement and its rights under the Tax Increment Note to the mortgage holder, without the prior consent of the GityEDA. Within thirty days of the Developer's execution of the any Mortgage, the Developer must provide the GityEDA with a fully executed copy of the Mortgage and, to the extent available, recording information with respect to the Mortgage. 10.2. Notice of Default; Copy to Mortgagee. Whenever the GityEDA is obligated to deliver a notice to the Developer with respect to any Event of Default, the Gi -tyEDA will, at the same time, send a copy of the notice to any mortgageeMortgage holder if the mertgageeMortgage holder has provided the GityEDA with written notice of the existence of its Mortgage and an address to which the notice should be sent. 10.3. Mortgagees Option to Cure Events of Defaults. The GityEDA agrees to accept from any m tgagesMortgage holder any payments or the performance of any obligations necessary to cure an Event of Default as though Developer had tendered such payment or performance. 10.4. Subordination for the Benefit of a First Mortgagee. The C-ityEDA agrees that, subject to the provisions of this Section 10.4, its rights under this Agreement are subordinate to the lien of a First Mortgage; : • e • t, : _ : , i£._ If this Agreement is terminated as a result of the foreclosure of a FF Mortgage, the Tax Increment Note terminates. The City agrees -ghat, teTo the extent permitted by law, a holder of a First Mortgage may, prior to the foreclosure of the First Mortgage, elect to treat this Agreement as prior to the First Mortgage; provided the holder of the First Mortgage gives to the CityEDA and records in the Ramsey County land records a written notice of such election prior to any sheriffs sale held in conjunction with the foreclosure of the First Mortgage ^ •; to„ °^ -n 60 04--SliGh eIestien 10.5. Developer's Obligation to Perform Mortgage Obligations. The Developer must fully perfonn each of its obligations under any Mortgage so as to prevent a Mortgagee's commencement of proceedings to foreclose the Mortgage. 11. PROHIBITIONS AGAINST ASSIGNMENT AND TRANSFER. 11.1. Status of Developer; Transfer of Substantially All Assets. The Developer will maintain its existence as a limited liability company and will not wind up or otherwise dispose of all or substantially all of its assets; provided that the Developer may sell or otherwise transfer to another entity organized under the laws of one of the United States or to an individual, all or substantially all of its assets as an entirety and thereafter 1428086vdoc Red (V8 to V7) -16-