RDA Agmt 2001 Batarse Family Trust UTA

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Article Two: SECURITY FINANCING AND RIGHTS OF HOLDERS 2.01 No Encumbrances Except for Development Purposes. Notwithstanding any other provision of this Agreement, mortgages and deeds of trust, or any other reasonable method of security (including assignment of leases or ground leases to a lender as security for a loan), are permitted to be placed upon the Properties before the Certificate of Completion has been issued by the Agency, but only for the purpose of securing loans of funds to be used for financing the acquisition of the Properties and/or the design and construction of Improvements and any other expenditures reasonably necessary and appropriate to develop the Properties under this Agreement. The Developer shall promptly notify the Agency of any mortgage, deed of trust, sale and lease-back or other financing, conveyance, encumbrance or lien that has been or will be created or attached to the Properties. The words "mortgage" and "deed of trust" as used herein include all other appropriate modes of financing acquisition, construction, and development of the Properties or any portion thereof. 2.02 Holder Not Obligated to Construct. The holder of any mortgage, deed of trust or other security interest authorized by this Agreement is not obligated to construct or complete any Improvements or to guarantee such construction or completion; nor shall any covenant or any other provision in conveyances from the Agency to Developer of the Properties or any part thereof be construed to so obligate such holder. Nothing in this Agreement shall be deemed to permit or authorize any such holder to devote the Properties or any portion thereof to any uses, or to construct any Improvements thereon, other than those uses or Improvements provided for or authorized by this Agreement. 2.03 Notice of Default and Right to Cure. Whenever the Agency pursuant to its rights set forth in this Agreement delivers any notice or demand to the Developer with respect to the commencement, completion, or cessation of the construction of the Improvements, the Agency shall at the same time deliver to each holder of record of any mortgage, deed of trust or other security interest authorized by this Agreement a copy of such notice or demand. Each such holder shall (insofar as the rights of the Agency are concerned) have the right, but not the obligation, at its option, within ninety (90) days after the receipt of the notice or demand, to cure or remedy or commence to cure or remedy any such default or breach and to add the cost thereof to the security interest debt and the lien on its security interest. Nothing contained in this Agreement shall be deemed to permit or authorize such holder to undertake or continue the construction or completion of the Improvements (beyond the extent necessary to conserve or protect such Improvements or construction already made) without first having expressly assumed in writing the Developer's obligations to the Agency relating specifically to such Improvements underthis Agreement. The holder in that event must agree to complete, in the manner provided in this Agreement, the Improvements and submit evidence reasonably satisfactory to the Agency that it has the developmental capability on staff or retainer and financial capacity necessary to perform such obligations. Any such holder properly completing such Improvements pursuant to this paragraph shall assume all rights and obligations of Developer under this Agreement and shall be entitled, upon written request made to the Agency, to a Certificate of Completion from the Agency. Disposition and Development Agreement (Automall) Page 22 of 29