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<br />expressly assumed the Developer's obligations by written agreement <br />satisfactory to the Agency. The holder in that event must agree to <br />complete, in the manner provided in this Agreement, the <br />improvements to which the lien or title of such holder relates and <br />must submit evidence satisfactory to the Agency that it has the <br />qualifications and financial responsibility necessary to.perform <br />such obligations. Any such holder completing such improvements in <br />accordance herewith shall be entitled, upon written request made to <br />the Agency, to be issued a Certificate of Completion by the Agency. <br /> <br />f. In any case where, one hundred eighty (180) calendar <br />days after default by the Developer in the completion of <br />construction of improvements under this Agreement, the holder of <br />any mortgage, deed of trust or other security interest creating a <br />lien or encumbrance upon the Property or any portion thereof has <br />not exercised the option to construct the applicable portions of <br />the proj ect, or has exercised the option but has not proceeded <br />diligently and continuously with construction, the Agency may, <br />subject to applicable law, purchase the mortgage, deed of trust or <br />other security interest by payment to the holder of the amount of <br />the unpaid debt, including principal, accrued and unpaid interest, <br />late charges, costs, expenses and other amounts payable to the <br />holder by the Developer under the loan documents between holder and <br />the Developer. If the ownership of the Property has vested in the <br />holder, the Agency, if it so desires, shall be entitled to a <br />conveyance from the holder to the Agency upon payment to the holder <br />of an amount equal to the sum of the following: <br /> <br />1. The unpaid mortgage, deed of trust or other <br />security interest debt, including principal, accrued and unpaid <br />interest, late charges, costs, expenses and other amounts payable <br />to the holder by the Developer under the loan documents between the <br />holder and the Developer, at the time title became vested in the <br />holder (less all appropriate credits, including those resulting <br />from collection and application of rentals and other income <br />received during foreclosure proceedings.) <br /> <br />2. All expenses, if any, <br />with respect to foreclosure. <br /> <br />incurred by the holder <br /> <br />3. The net expenses, if any (exclusive of general <br />overhead), incurred by the holder as a direct result of the <br />subsequent ownership or management of the Property, such as <br />insurance premiums and real estate taxes. <br /> <br />4. <br /> <br />The <br /> <br />cost <br /> <br />of <br /> <br />any <br /> <br />improvements <br /> <br />made <br /> <br />by <br /> <br />such <br /> <br />holder. <br /> <br />25 <br /> <br />REDW\0006\DOC\001-5 <br />1/27/05 7:00 tmve <br />