Agenda - Council Work Session - 09/02/2003

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IDRAFTI successor developer provides the City with substitute letters of credit or other security acceptable to the City Council pursuant to Section 12.4. If the Developer conveys all or a portion of the Subject Property to a third party without requiring the City's consent, the Developer's successor in interest is subject to all of the covenants and restrictions set forth in this Master Agreement, but is not entitled to enforce all or any part of this Master Agreement against the City. 14.2 COLLATERAL ASSIGNMENTS. The Developer may collaterally assign its rights under this Master Agreement to any entity to whom the Developer grants a mortgage on all or part of the Subject Property as additional security for the Developer's performance of the obligation the mortgage secures. If the mortgagee acquires title to all or a portion of the Subject Property as a result of the foreclosure of such mortgage and the enforcement of the collateral assignment, or as a result of deed in lieu of such foreclosure and enforcement, the rights and obligations of the mortgagee, in its capacity as a .successor in title to the Developer, are as set forth in Section 14.3 below; 14.3 RIGHTS AND OBLIGATIONS OF FORECLOSING MORTGAGEE. An individual or entity who acquires title to all or a portion of the Subject Property through the foreclosure of a mortgage or deed in lieu of foreclosure on such portion of the Subject Property remains subject to each of the restrictions set forth in this Master Agreement and remains subject to all of the obligations of the Developer under the terms of this Master Agreement, but the purchaser at a foreclosure sale or grantee under a deed in lieu of foreclosure shall have no personal liability for a breach of such obligations under this Master Agreement so tong as: (a) The party acquiring title through foreclosure or deed in lieu of foreclosure observes all of the restrictions set forth in the Master Agreement; (b) The Party who acquired title through foreclosure or deed in lieu of foreclosure does not undertake or permit any other party to undertake any Development on the portion of the Subject Property it owns; (c) The City has no obligation to approve Final Plans for a Phase created out of the portion of the Subject Property the foreclosing mortgagee (or mortgagee obtaining a deed in lieu of foreclosure) owns or to issue any related building permits. The purpose of this Section 14.3 is to permit a foreclosing lender (or mortgagee obtaining a deed in lieu of foreclosure) to hold title to the portion of the Subject Property it acquires through foreclosure or deed in lieu of foreclosure, without liability, until it can sell the property it holds to a third party who will assume the obligations of the Developer under the terms of this Master Agreement and proceed with the Development of the Subject Property pursuant to the terms of this Master Agreement If, rather than passively holding title to the portion of the Subject Property it acquires through foreclosure or deed in lieu of foreclosure, the foreclosing lender (or mortgagee obtaining a deed in lieu of foreclosure) or Other purchaser at a foreclosure sale desires to sell Phases to Secondary Developers for Development, the purchaser at the foreclosure sale (or mortgagee obtaining a deed in lieu of foreclosure) must assume and perform each of the obligations of the Developer under this Master Agreement. This Section 14.3 does not restrict