Agmt01 Western Innisfree Ventures LLC

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Such right to re-enter, terminate and revest shall be subject to and be limited by and shall not defeat, render invalid or limit: 1. Any mortgage or deed of trust permitted by this Agreement; or 2. Any rights or interests provided in this Agreement for the protection of the holders of such mortgages or deeds of trust. The Grant Deed or Grant Deeds shall contain appropriate reference and provisions to give effect to the Agency's right as set forth in this section, under circumstances prior to issuance of the Certificate of Completion, to re-enter and take possession of the Agency, City- Transfer and Acquisition Parcels or portion thereof, with all improvements thereon, and to terminate and revest in the Agency the estate therein conveyed to Developer. Upon issuance and recordation of the Certificates of Completion, the above-referenced deed restriction shall be deemed removed. Upon the revesting in the Agency of title to the Agency, City-Transfer or Acquisition Parcels or a portion thereof, as provided in this section, the Agency shall, pursuant to its responsibilities under state law, use its best efforts to resell the Agency, City-Transfer and Acquisition Parcels, or portion thereof, as soon and in such manner as the Agency shall find feasible and consistent with the objectives of such law and of the Redevelopment Plan, as it may be amended, to a qualified and responsible party or parties (as detei-iii'med by the Agency) who will assume the obligation of constructing or completing the Project or such portion thereof, or such improvements in their stead as shall be satisfactory to the Agency and in accordance with the uses specified for the Agency, City-Transfer and Acquisition Parcels or portion thereof, in the Redevelopment Plan. Upon such resale of the Agency, City-Transfer and Acquisition Parcels or portion thereof, the proceeds thereof shall be applied: a. First, to reimburse the Agency for all costs and expenses incurred by the Agency, including, but not limited to, consulting fees and billed expenses in connection with the recapture, management and resale of the Agency, City-Transfer and/or Acquisition Parcels or part thereof (but less any income derived by the Agency); all taxes, assessments and water and sewer charges with respect to the Agency, City-Transfer and Acquisition Parcels or part thereof; any payments made or necessary to be made to discharge any valid encumbrances or valid liens existing on the Agency, City-Transfer or Acquisition Parcels or part thereof at the time of revesting of title thereto in the Agency, or to discharge or prevent from attaching or being made any subsequent encumbrances or liens due to obligations, defaults or acts of Developer, and any expenditures made or obligations incurred with respect to the making or completion of the improvements or any part thereof on the Agency, City-Transfer and/or Acquisition Parcels, or part thereof; and b. Second, all sums remaining after the reimbursements set forth in clause (a) above shall be paid to Developer. To the extent that the rights established in this section involve a forfeiture, this section must be strictly interpreted against the Agency, the party for whose benefit it is created. The rights established in this section are intended to assure that the Agency, City-Transfer and Acquisition Parcels are acquired and conveyed to Developer for development, and not for speculation in undeveloped land. Article 9 ASSIGNMENT AND TRANSFERS The qualifications and identity of Developer is of particular concern to the Agency, and it is because of such qualifications and identity that the Agency has entered into this Agreement 42 DOCSSFl:495065.9 9975-5 NWN