OPA: Grimshaw House - City of Anaheim

obtained.
408.5 Failure of Holder to Complete Developer Improvements. In any case
where, sixty (60) days after the holder of any mortgage or deed of trust creating a
lien or encumbrance upon the Site or any part thereof receives a notice from
Agency of a default by Developer in completion of construction of any of the
Developer Improvements under this Agreement, and such holder has not exercised
the option to construct within the time period set forth in Section 408.4, or if it has
exercised the option but has defaulted hereunder and failed to timely cure such
default, Agency may, upon thirty (30) days prior written notice to holder, purchase
the mortgage or deed of trust by payment to the holder of the amount of the
unpaid mortgage or deed of trust debt, including principal and interest and all
other sums and advances secured by the mortgage or deed of trust. If the
ownership of the Site or any part thereof has vested in the holder, Agency, if it so
desires, may purchase such ownership interest from the holder upon payment to
the holder of an amount equal to the sum of the following:
a. The unpaid mortgage or deed of trust debt at the time title became
vested in the holder (less all appropriate credits, including those
resulting from collection and application of rentals and other
income received during foreclosure proceedings);
b. All expenses with respect to foreclosure including reasonable
attorneys' fees;
c. The net expenses, if any (exclusive of general overhead), incurred
by the holder as a direct result of the subsequent management of
the Site or part thereof (including without limitation, insurance
premiums and real property taxes);
d. The costs of any improvements made by such holder;
e. An amount equivalent to the interest that would have accrued on
the aggregate of such amounts had all such amounts become part of
the mortgage or deed of trust debt and such debt had continued in
existence to the date of payment by Agency; and
f. Any customary prepayment charges imposed by the lender
pursuant to its loan documents and agreed to by Developer.
408.6 Right of Agency to Cure Mortgage or Deed of Trust Default. In the
event of a material, uncured mortgage or deed of trust default or breach by
Developer prior to the issuance of the Release of Construction Covenants (unless
Developer is contesting such default in good faith), Developer shall immediately
deliver to Agency a copy of such mortgage holder's notice of default. If the holder
of any mortgage or deed of trust has not exercised its option to construct within
38