07-23-2003 Council Agenda - Laserfiche WebLink

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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. 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. EDA'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 relating to the mortgaged Parcels and the EDA's issuance of a Certificates of Completion and Release for all of the Parcels subject to the Mortgage, the Developer defaults under the Mortgage, 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 for which a Certificate of Completion and Release has not been issued, 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 Perform 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. -20-