07-23-2003 Council Agenda - Laserfiche WebLink

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1450998v8 the Mortgagee must, before commencing proceedings to foreclose the Mortgage, notify the EDA in writing of: (a) the fact of the default; (b) the elements of the default; and (c) the actions required to cure the default. If the default under such Mortgage entitles the mortgagee to foreclose upon the Development Property or any portion thereof, and any applicable grace periods have not expired, the mortgagee must grant the EDA the right to cure the default upon the same terms as the Developer. 10.5. Developer's Obligation to Perfouu Mortgage Obligations. The Developer must fully perform 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, however, 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 wind up and be discharged from liability hereunder if the transferee entity or individual assumes in writing, for the benefit of the EDA, all of the obligations of the Developer under this Agreement. 11.2. Prohibition Against Transfer of Property and Assignment of Agreement. (a) Prior to the Termination Date, the Developer may not sell, convey, transfer, lease or assign the Development Property, any part thereof or any interest therein (except for the granting of easements necessary for the Project and the sale and conveyance of residential units and the conveyance of common elements in the ordinary course of the Developer's business), without the prior written approval of the EDA, which approval the EDA must not unreasonably withhold if the requirements of Section 11.2(b) are satisfied. (b) As a condition to its consent to any transfer within the scope of Section 11.2, the EDA may require that: (i) Any proposed transferee has the qualifications and financial capacity, in the reasonable judgment of the EDA, necessary and adequate to perform the Developer's obligations under this Agreement. (ii) Any proposed transferee, by instrument in writing satisfactory to the EDA and in form recordable among the County land -19