07-23-2003 Council Agenda - Laserfiche WebLink

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1450995v8 Completion and Release) except for liability, costs or expenses a court of competent jurisdiction imposes upon an Indemnified Party as a result of the Indemnified Parties' negligence or intentional misconduct. 10. MORTGAGE FINANCING. 10.1. Right to Mortgage. The Developer may not mortgage its interest in the Development Property before the EDA or the Developer has recorded the memorandum of this Agreement described in Section 13.8, the Assessment Agreement and the Villas Mortgage. After the EDA or the Developer records the memorandum, the Assessment Agreement and the Villas Mortgage The Developer may (notwithstanding the provisions of Section 11.1) mortgage its interest in the Development Property provided the Mortgage includes the mortgagee's express acknowledgement that its interest in the Development Property is subject to the terms of the Assessment Agreement. At the request of the Developer, the EDA will execute a recordable instrument subordinating the EDA's rights under this Agreement to the lien of a Mortgage and subjecting the EDA's future interest in the Development Property pursuant to right of re -entry described in Section 6.5 to the lien of the Mortgage; provided the Mortgage secures the repayment of a loan the proceeds of which the Developer uses for the Project. In the alternative, the EDA will, at the request of the mortgagee, execute the Mortgage for purposes of subordinating its rights under this Agreement and subjecting its future interests in the Development Property pursuant to the right of re -entry described in Section 6.5 to the lien of a Mortgage which secures the repayment of a loan the proceeds of which the Developer uses for the Project; provided the Mortgage expressly states and acknowledges that the EDA is executing the Mortgage solely for the purpose of subjecting its interests in the Development Property to the lien of the Mortgage and that the EDA is not personally liable for the performance of any obligations under the Mortgage including, but not limited to, the repayment of the debt the Mortgage secures. In addition, at the request of the Developer, the EDA will execute a recordable instrument subordinating the lien of the Villas Mortgage to the lien of a first mortgage the Developer executes to secure the repayment of a loan the proceeds of which the Developer uses for the Project. 10.2. Notice of Default; Copy to Mortgagee. Whenever the EDA is obligated to deliver a notice to the Developer with respect to and Event of Default, the EDA will, at the same time, send a copy of the notice to any mortgagee if the mortgagee has provided the EDA with written notice of the existence of its Mortgage and an address to which the notice should be sent. 10.3. Mortgagee's Option to Cure Events of Defaults. The EDA agrees to accept from any mortgagee 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. Authority's Option to Cure Default on Mortgage. Developer must cause any Mortgage to provide that, if, prior to Developer's substantial completion of all of the Minimum Improvements and the EDA's issuance of a Certificates of Completion and Release for all of the Development Property, the Developer defaults under the Mortgage, -18-