Agenda - Council Work Session - 09/02/2003

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[DRAFT] estate and the assignment of the Developer's rights under this Ao~reemen_~t provided.: ' the Developer is not then in default under the terms of the Master _A__greement: the Developer conveys all of its remaining, interest in the Subiect _P_ropert37 (except for_portions of the Subieet Propertw that are subieet to a Secondam7 Development Agreement) and assi.gns all of its rights under the Master A~reement to the successor developer; (iii) the successor develo.per assumes, for the benefit of the City, all of the Developer's obliaations under this Master Agreement: and to the extent that the Cit~' is holdino~ letters of credit or other security provided by the Developer at the time of the sale and assignment, the succ_essor 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 aportion of the Subject .P_roperl? to a third party without requiring the City's consent, the Developer's successor in interest is subiect to all of the covenants and restrictions set forth in this Master A~oreement. but is not entitled to enforce ali or any part of this Master Agreement_against the Citu_. 14.2 COLLATERAL ASSIGNMENTS. The Developer ma), collaterally assign its fights under this Master A~eement to any entity to whom the Developer ~'ants a mortgage on all or pa~-t of the Subject Property as additional security for the Developer's performance of the obligation the mortgage secures, lfthe mortgagee acquires title to all or a portion of the Subject Propert? as a result of the foreclosm'e of such. mortgage and the en£orcement of the collateral assigmnent, 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 o£the Subject Property through the foreclosCre o£ a mortgage or deed in lieu of forectosm'e on such portion of the Subject Property remains subject to each of the resthctions set forth in th/s Master Agreement and remains subject to all of the obligations of the Developer under the terms of this Master Agreement, but the C--i+y ............. an;' ~ .............. -~,;, .... ~ .... ,~ ,s .......... purchaser at a foreclosure sale or ~antee under a deed in lieu of foreclosure ba~cd c, nshall have no personal liability for a breach of such obligations under this Master Agreement so long as: The party acquiring title through foreclosure or deed in lieu of foreclosure observes all of the restrictions set forth in the Master A~eement; ] 555730.red V8 tp V6; 8/29/03 38