Agenda - Economic Development Authority - 12/01/2003

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covenants and restrictions set forth m this Master A~ecment, but is not entitled to enforce all or any part of this Master A~eement against the City. 14.2 COLLATER~.L ASSIGNMENTS. The Developer may collaterally assign its fi~ts under this Master Ag'reement to any entity to whom the Developer ~ants a mortgage oil-" 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 ail or a portion of the Subject Property as a result of the foreclosure of such mortgage and the enforcement of the collateral-. assi~mmaent, or as a result of deed in lieu of such foreclosure and enforcement, the fi~ts 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 FOt:kECLOSENG MORTGAGEE. An individual or entity who acquires title to all or a portion of the Subjec't Property throug, h the foreclosure of a mortgage or deed in lieu of foreclosure on such portion of the Subject Property remains subject to each of the resections set forth in this Master Agreement and remains subject to all of the obligations of the Developer under the terms of th/s Master Agreement, but the purchaser at a foreclosure sale or ~antee under a deed in 15.eu of foreclosure shall have no personal liability for a breach of such obligations Under this Master A~eement so long as: (a) The party aequir/ng title througin foreclosure or deed in lieu of foreclosure observes alt of the restrictions set forth in the Master Agreement; The Party who acquired title through foreclosure or deed in lieu of foreclosure does not unde~ake or permit any other party to undertake any Development on the portion of the Subject Property it owns; The City has no obhgation 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 heu of foreclosure) owns or to issue any related building permits. The purpose of this Section !4.3 is to penmit a foreclosing lender (or mortgagee obta/mng 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 A~eement and proceed with the Development of the Subject Property pursuant to the terms of this Master A~eement. If, rather than passively holding title to the portionofthe 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 Developmem, 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 ti-tis Master Ag-reement. Th.is Section 14.3 does not restrict the authority of the City to pursue its fights under any outstanding security, exercise remedies otherwise available under this Master Ageement or suspend the performance of its obligations under this Master A=o-reement as otherwise allowed. 1555730v15 35