Common use of Right of Reverter Clause in Contracts

Right of Reverter. The Agency shall have the additional right, at its option, to reenter and take, possession of the Site with all improvements thereon and revest in the Agency the estate theretofore conveyed to the Redeveloper, if after conveyance of title to the Site and prior to recordation of the Certificate of Completion, the Redeveloper shall: 1. Fail to proceed with the construction of the improvements as required by this Agreement for a period of six (6) months after written notice thereof from the Agency., provided that the Redeveloper shall not have obtained an extension or postponement to which the Redeveloper may be entitled pursuant to Section 604 hereof; or 2. Abandon or subsequently suspend construction of the improvements for a period of three (3) months after written notice of such abandonment or suspension from the Agency, provided that the Disposition and Development Agreement No. 93-001 Page 31 Redeveloper shall not have obtained an extension or postponement to which the Redeveloper may be entitled pursuant to Section 604 hereof; or 3. Transfer or suffer any involuntary transfer of the Site or any part thereof in violation of this Agreement. Such right to reenter, repossess and revest to the extent provided in this Agreement shall be subordinate and subject to and be limited by and shall not defeat, render invalid or limit: 1. Any mortgage, deed of trust or other security instrument permitted by this Agreement; or 2. Any rights or interest provided in this Agreement for the protection of the holder of such mortgages, deeds of trust or other security instruments. The deed shall contain appropriate reference and provision to give effect to the Agency's right, as set forth in this Section under specified circumstances prior to the recordation of the Certificate of Completion, to reenter and take possession of the Site with all improvements thereon and to terminate and revest in the Agency the estate conveyed to the Redeveloper. Upon the revesting in the Agency of title to the Site or any part thereto as provided in this Section, the Agency shall, pursuant to its responsibilities under state law, use its best efforts to resell the Site or part thereof as soon as, and in such a manner as the Agency shall find feasible and consistent with the objectives of such law and of the Redevelopment Plan to a qualified and reasonable party or parties (as determined by the Agency) who will assume the obligation of making or completing the improvements, or such other improvements in their stead, as shall be satisfactory to the Agency and in accordance with the uses specified for the Site or part thereof in the Redevelopment Plan. Upon such resale of the Site, the proceeds thereof shall be applied:' 1. First, to reimburse the Agency on its own behalf or on behalf of the City for all costs and expenses incurred by the Agency, including, but not limited to, acquisition, relocation, goodwill, salaries to personnel in connection with the recapture, management and resale of the Site or part thereof (but less any income derived by the Agency from the Site or part thereof in connection with such management) ; all taxes, assessments and Disposition and Development Agreement No. 93-001 Page 32 water and sewer charges with respect to the Site or part thereof (or, in the event the Site is exempt from taxation or assessment or such charges during the period of ownership, then such taxes, assessments or charges as determined by the County assessing official as would have been payable if the Site were not so exempt); any payments made or necessary to be made to discharge or prevent from attaching or being made any subsequent encumbrances or liens due to obligations, defaults, or acts of the Redeveloper, its successor or transferees, any expenditures made or obligations incurred with respect to the making or completion of the improvements or any part thereof on the Site or part thereof; and any amounts otherwise owing the Agency by the Redeveloper, and its successor or transferee; and 2. Second, to reimburse the Redeveloper, its successor or transferee, up to the amount equal to: (a) the sum of the Disposition Price paid to the Agency by the Redeveloper for the Site (or allocable to the part thereof); plus (b) the costs incurred for the development of the Site and for the improvements of the Site at the time of the reentry and repossession; less (c) any gains or income withdrawn or made by the Redeveloper from the Site or the improvements thereon. Any balance remaining after such reimbursements shall be retained by the Agency as its property. To the extent that the rights established in this Section involve a forfeiture, it must be strictly interpreted against the Agency, the party for whose benefit it is created. The right established in this Section are to be interpreted in light of the fact that the Agency will convey the Site to the. Redeveloper for development and not for speculation in undeveloped land. VI. [s600] GENERAL PROVISIONS A. [s601] Notices, Demands and Communications Between the Parties Formal notices, demands and communications between the Agency and the Redeveloper shall be sufficiently given if dispatched by registered or certified mail, postage prepaid, return receipt requested, to the principal offices of the Agency and the Redeveloper as set forth in Section 105 hereof, along with a copy thereof to their respective attorneys. Such written notices, demands and communications may be sent in the same manner to such Disposition and Development Agreement No. 93-001 Page 33 other addresses as either party may from time-to-time designate by mail. Any such notice, demand or communication shall be deemed to have been received 72 hours after having been dispatched.

Right of Reverter. The If this Agreement is terminated pursuant to Section 10.4 following the Closing and prior to the time when the Developer is entitled to issuance of a Certificate of Completion, then the Agency shall have the additional rightmay, at its optionin addition to other rights granted in this Agreement, to reenter re-enter and take, take possession of the Site Property with all improvements thereon thereon, and revest in the Agency the estate theretofore previously conveyed to the Redeveloper, if after conveyance of title Developer by the Agency with respect to the Site Property. The Agency's rights under this Section 10.5 shall terminate and prior be of no further force and effect with respect to recordation a particular portion of the Certificate of Completion, the Redeveloper shall: 1. Fail to proceed Property transferred in accordance with the construction of the improvements as required by this Agreement for a period of six (6) months after written notice thereof from the Agency., provided that the Redeveloper shall not have obtained an extension or postponement to which the Redeveloper may be entitled pursuant to Section 604 hereof; or 2. Abandon or subsequently suspend construction of the improvements for a period of three (3) months after written notice of such abandonment or suspension from the Agency, provided that the Disposition and Development Agreement No. 93-001 Page 31 Redeveloper shall not have obtained an extension or postponement to which the Redeveloper may be entitled pursuant to Section 604 hereof; or 3. Transfer or suffer any involuntary transfer of the Site or any part thereof in violation terms of this Agreement. Such right to reenter, repossess and revest to the extent provided but shall remain in this Agreement shall be subordinate and subject to and be limited by and shall not defeat, render invalid or limit: 1. Any mortgage, deed of trust or other security instrument permitted by this Agreement; or 2. Any rights or interest provided in this Agreement effect for the protection remainder of the holder of such mortgages, deeds of trust or other security instruments. The deed shall contain appropriate reference and provision to give effect to Property owned by the Agency's right, as set forth in this Section under specified circumstances prior to the recordation of the Certificate of Completion, to reenter and take possession of the Site with all improvements thereon and to terminate and revest in the Agency the estate conveyed to the RedeveloperDeveloper. Upon the revesting re-vesting in the Agency of title to the Site or any part thereto Property as provided in this SectionSection 10.5, the Agency shall, pursuant to its responsibilities under state law, use its best efforts to resell the Site or part thereof Property as soon asas possible, and in such a commercially reasonable manner as the Agency shall find feasible and consistent with the objectives of such law and of the Redevelopment Plan Plan, to a qualified and reasonable responsible party or parties (as determined by the Agency) who will assume the obligation of making or completing the improvements, Development or such other improvements in their stead, as shall be satisfactory acceptable to the Agency and in accordance with the uses specified for the Site or part thereof Property in the Redevelopment PlanPlan and in a manner satisfactory to the Agency. Upon such resale of the SiteProperty, the proceeds thereof shall be appliedapplied as follows:' (1. First, ) First to reimburse the Agency on its own behalf or on behalf of the City for i) all costs and expenses incurred by the Agency, including, including but not limited to, acquisition, relocation, goodwill, to salaries to of personnel and legal fees incurred in connection with the recapture, management management, and resale of the Site or part thereof Property (but less any income derived by the Agency from the Site or part thereof Property in connection with such management); ii) ; all taxes, installments of assessments payable prior to resale, and Disposition and Development Agreement No. 93-001 Page 32 water and sewer charges with respect to the Site or part thereof Property (or, in the event the Site Property is exempt from taxation or assessment or such charges during the period of ownershipownership by the Agency, then such an amount equal to the taxes, assessments assessments, or charges as determined by the County assessing official as that would have been payable if the Site were Property was not so exempt); iii) any payments made or necessary necessarily to be made to discharge any encumbrances or liens existing on the Property at the time of revesting of title 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 the RedeveloperDeveloper, its successor successors or transferees, any ; expenditures made or obligations incurred with respect to the making or completion of the improvements Property or any part thereof on the Site or part thereof; and (v) any amounts otherwise owing the Agency by the Redeveloper, Developer (including the balance of principal and interest due under the Agency Note) and its successor successors or transferee; and. (2. ) Second, to reimburse the RedeveloperAgency for damages to which it is entitled under this Agreement by reason of the Developer's default.‌ (3) Third, to reimburse the Developer, its successor or transferee, up to the amount equal to: (a) the sum portion of the Disposition Purchase Price for the Property paid by the Developer to the Agency in cash, (pro-rated to reflect the transfer, if any, of any portion of the Property in compliance with Article 8 of this Agreement) plus the lesser of (i) the actual cost and (ii) the fair market value of the improvements Developer has placed on the portion of the Property still owned by the Redeveloper for the Site (or allocable to the part thereof); plus (b) the costs incurred for the development of the Site and for the improvements of the Site at the time of the reentry and repossession; Developer, less (c) any gains or income withdrawn or made by the Redeveloper Developer from the Site Property or the improvements thereon. Notwithstanding the foregoing, the amount calculated pursuant to this subsection (3) shall not exceed the fair market value of the Property together with the improvements thereon as of the date of the default or failure which gave rise to the Agency's exercise of the right of reverter. (4) Any balance remaining after such reimbursements shall be retained by the Agency as its property. To the extent that the The rights established in this Section involve a forfeiture, it must be strictly interpreted against the Agency, the party for whose benefit it is created. The right established in this Section 10.5 are to be interpreted in light of the fact that the Agency will convey the Site Property to the. Redeveloper the Developer for development and not for speculation in undeveloped landspeculation. VI. [s600] GENERAL PROVISIONS A. [s601] Notices, Demands and Communications Between the Parties Formal notices, demands and communications between the Agency and the Redeveloper shall be sufficiently given if dispatched by registered or certified mail, postage prepaid, return receipt requested, to the principal offices of the Agency and the Redeveloper as set forth in Section 105 hereof, along with a copy thereof to their respective attorneys. Such written notices, demands and communications may be sent in the same manner to such Disposition and Development Agreement No. 93-001 Page 33 other addresses as either party may from time-to-time designate by mail. Any such notice, demand or communication shall be deemed to have been received 72 hours after having been dispatched.

Right of Reverter. The Agency (a) In the event that, following close of escrow, this Agreement is terminated pursuant to Section 8.4 and such termination occurs prior to issuance of a Certificate of Completion for the Development, then the City shall have the additional right, at its option, right to reenter and take, take possession of the Site with all improvements thereon Property and to revest in the Agency City the estate theretofore conveyed to of the Redeveloper, if after conveyance Developer in the Property. Upon revesting in the City of title to the Site and prior Property the City shall promptly use its best efforts to recordation resell it. Upon any sale or contract for development the proceeds shall be applied as follows: (1) First, to reimburse the City for any costs it incurs in revesting the estate managing or selling the Property, including but not limited to amounts to discharge or prevent liens or encumbrances arising from any acts or omissions of the Certificate Developer; (2) Second, to reimburse the City for damages to which it is entitled under this Agreement by reason of Completionthe Developer's default; (3) Third, to the Redeveloper shall: 1. Fail Developer up to proceed with the construction sum of the amount of the purchase price paid to the City by the Developer pursuant to Section 4.1(a) for the portion of the Property which has reverted to the City and the reasonable cost of the improvements as required the Developer have placed on the Property and such other reasonable costs Developer has incurred directly in connection with development of Development which has reverted to the City (material compliance by this Agreement for a period the Developer with the approved financing plan shall be conclusive evidence of six (6) months after written notice thereof from the Agency.reasonableness of such costs), provided that less any gains or income withdrawn or made by the Redeveloper shall not have obtained an extension Developer on the Property or postponement to the improvements thereon and also less the value of any unpaid liens or encumbrances on the Property which the Redeveloper may be entitled pursuant City assumes or takes subject to Section 604 hereofsaid encumbrances; orand 2. Abandon or subsequently suspend construction of (4) Fourth, any balance to the improvements for a period of three City. (3b) months after written notice of such abandonment or suspension from the Agency, provided that the Disposition and Development Agreement No. 93-001 Page 31 Redeveloper shall not have obtained an extension or postponement to which the Redeveloper may be entitled pursuant to Section 604 hereof; or 3. Transfer or suffer any involuntary transfer of the Site or any part thereof in violation of this Agreement. Such right to reenter, repossess repossess, and revest resell, to the extent provided in this Agreement Agreement, shall be subordinate and subject to and be limited by and shall not defeat, render invalid or limit: (1. ) Any mortgage, deed of trust or other security instrument Security Financing Interest permitted by this Agreement; or (2. ) Any rights or interest provided in this Agreement for the protection of the holder of such mortgages, deeds of trust or other security instruments. The deed shall contain appropriate reference and provision to give effect to the Agency's right, as set forth in this Section under specified circumstances prior to the recordation of the Certificate of Completion, to reenter and take possession of the Site with all improvements thereon and to terminate and revest in the Agency the estate conveyed to the Redeveloper. Upon the revesting in the Agency of title to the Site or any part thereto as provided in this Section, the Agency shall, pursuant to its responsibilities under state law, use its best efforts to resell the Site or part thereof as soon as, and in such a manner as the Agency shall find feasible and consistent with the objectives of such law and of the Redevelopment Plan to a qualified and reasonable party or parties (as determined by the Agency) who will assume the obligation of making or completing the improvements, or such other improvements in their stead, as shall be satisfactory to the Agency and in accordance with the uses specified for the Site or part thereof in the Redevelopment Plan. Upon such resale of the Site, the proceeds thereof shall be applied:' 1. First, to reimburse the Agency on its own behalf or on behalf of the City for all costs and expenses incurred by the Agency, including, but not limited to, acquisition, relocation, goodwill, salaries to personnel in connection with the recapture, management and resale of the Site or part thereof (but less any income derived by the Agency from the Site or part thereof in connection with such management) ; all taxes, assessments and Disposition and Development Agreement No. 93-001 Page 32 water and sewer charges with respect to the Site or part thereof (or, in the event the Site is exempt from taxation or assessment or such charges during the period of ownership, then such taxes, assessments or charges as determined by the County assessing official as would have been payable if the Site were not so exempt); any payments made or necessary to be made to discharge or prevent from attaching or being made any subsequent encumbrances or liens due to obligations, defaults, or acts of the Redeveloper, its successor or transferees, any expenditures made or obligations incurred with respect to the making or completion of the improvements or any part thereof on the Site or part thereof; and any amounts otherwise owing the Agency by the Redeveloper, and its successor or transferee; and 2. Second, to reimburse the Redeveloper, its successor or transferee, up to the amount equal to: (a) the sum of the Disposition Price paid to the Agency by the Redeveloper for the Site (or allocable to the part thereof); plus (b) the costs incurred for the development of the Site and for the improvements of the Site at the time of the reentry and repossession; less (c) any gains or income withdrawn or made by the Redeveloper from the Site or the improvements thereon. Any balance remaining after such reimbursements shall be retained by the Agency as its property. To the extent that the rights established in this Section involve a forfeiture, it must be strictly interpreted against the Agency, the party for whose benefit it is created. The right established in this Section are to be interpreted in light of the fact that the Agency will convey the Site to the. Redeveloper for development and not for speculation in undeveloped landSecurity Financing Interests. VI. [s600] GENERAL PROVISIONS A. [s601] Notices, Demands and Communications Between the Parties Formal notices, demands and communications between the Agency and the Redeveloper shall be sufficiently given if dispatched by registered or certified mail, postage prepaid, return receipt requested, to the principal offices of the Agency and the Redeveloper as set forth in Section 105 hereof, along with a copy thereof to their respective attorneys. Such written notices, demands and communications may be sent in the same manner to such Disposition and Development Agreement No. 93-001 Page 33 other addresses as either party may from time-to-time designate by mail. Any such notice, demand or communication shall be deemed to have been received 72 hours after having been dispatched.

Right of Reverter. The Developer represents and agrees that the Developer’s undertakings pursuant to this Agreement are, and will be used for, the purpose of redevelopment of the Site and not for speculation in landholding. Therefore, after the Agency’s conveyance of any portion of the Site to the Developer, the Agency shall have the additional right, at its option, to reenter and take, take possession of that portion of the Site with all improvements thereon thereon, and revest in the Agency the estate theretofore conveyed to the RedeveloperDeveloper, if after conveyance of title to the Site and prior to the recordation of the Certificate Release of CompletionConstruction Covenants to be issued by the Agency, the Redeveloper shallDeveloper or its successors or assigns, in breach of this Agreement as follows: 1. Fail Subject to the provisions of Section 1105 herein below, [Illegible] to proceed with the construction of the improvements on the Site as required by this Agreement for a period of six ninety (690) months days after written notice thereof from the Agency., provided that the Redeveloper shall not have obtained an extension or postponement to which the Redeveloper may be entitled pursuant to Section 604 hereof; or; 2. Abandon Subject to the provisions of Section 1105 herein below, abandons or subsequently suspend materially suspends construction of the improvements on the Site for a period of three ninety (390) months days after written notice of such abandonment or suspension thereof from the Agency, provided that the Disposition and Development Agreement No. 93-001 Page 31 Redeveloper shall not have obtained an extension or postponement to which the Redeveloper may be entitled pursuant to Section 604 hereof; or; 3. Transfer Assigns or suffer purports to assign this Agreement (or any involuntary transfer of rights therein), or sells, Transfers, conveys, assigns or leases the Site whole or any part thereof of the Site, or any of the improvements to be constructed thereon, in violation of this Agreement, which is not corrected within thirty (30) days of such assignment, sale, Transfer, conveyance, or lease. Such right to reenter, reenter and repossess and revest to the extent provided in this Agreement shall be subordinate and subject to and be limited by and shall not defeat, render invalid or limit: 1. Any bona fide mortgage, deed of trust or other security instrument, provided that such mortgage, deed of trust or other security instrument is permitted by this Agreement; or 2. Any rights or interest provided in this Agreement for the protection of the holder of such bona fide, permitted mortgages, deeds of trust or other security instruments. The deed shall contain appropriate reference and provision to give effect to the Agency's right, as set forth in this Section under specified circumstances prior to the recordation of the Certificate of Completion, to reenter and take possession of the Site with all improvements thereon and to terminate and revest in the Agency the estate conveyed to the Redeveloper. Upon the revesting in the Agency of title to any portion of the Site or any part thereto as provided in this Section§ 1002.3, the Agency shall, pursuant to its responsibilities under state lawthe California Community Redevelopment Law (Health and Safety Code Sections 33000 et seq.), use its best efforts every reasonable effort to resell the Site or part thereof reverting properties as soon as, as possible and in such a manner as the Agency shall find feasible and consistent with the objectives of such the law and of the Redevelopment Plan Plan, to a qualified and reasonable responsible party or parties (as determined by the Agency) ), who will assume the obligation of making or completing the improvements, or such other improvements in their stead, as shall be reasonably satisfactory to the Agency and in accordance with the uses specified for the Site or part thereof in the Redevelopment Plan. Upon such resale by the Agency of the Sitereverting properties or any portion thereof, the proceeds thereof shall be appliedapplied as follows:' 1. First, to reimburse the Agency on its own behalf or and/or on behalf of the City of Los Angeles, for all costs and expenses of the Agency incident to such sale and/or conveyance, for all costs and expenses incurred by the Agency, including, but not limited to, acquisition, relocation, goodwill, salaries to personnel in connection with the recapture, management and resale of the Site or part thereof Agency (but less any net income derived by the Agency from the Site or part thereof therefrom in connection with such management) ); all taxes, assessments and Disposition and Development Agreement No. 93-001 Page 32 water and sewer charges with respect to the Site or part thereof (or, in the event the Site is exempt from taxation or assessment or such charges during the period of ownership, then such taxes, assessments or charges as determined by the County assessing official as would have been payable if the Site were not so exempt)thereto; any payments made made, or necessary to be made made, to discharge or prevent from attaching or being made any subsequent encumbrances or liens due to obligations, defaults, defaults or acts of the RedeveloperDeveloper, its successor successors or transferees, ; any expenditures made or obligations incurred with respect to the making or completion of the improvements or any part thereof on the Site reverting properties, or part thereofwith respect to the removal of the improvements on the reverting properties and the restoration of the reverting properties to a level condition; and any amounts otherwise owing to the Agency by the Redeveloper, and Developer or its successor successors or transfereetransferees; and 2. Second, to reimburse the RedeveloperDeveloper, its successor successors or transferee, transferees up to the amount equal to: (a) to the sum of (A) the Disposition Price paid to the Agency by the Redeveloper for the Site (or Developer’s acquisition costs allocable to the part thereof); plus reverting properties and (bB) Project Costs allocable to the costs incurred for the development of the Site and for the improvements of the Site at the time of the reentry and repossession; reverting properties, less (cC) any gains or income withdrawn or made by the Redeveloper Developer [Illegible] successors or assigns therefrom or from the Site improvements thereon or as a result of any amounts payable by the improvements thereonAgency pursuant to this Agreement. 3. Any balance remaining after such reimbursements shall be retained by the Agency as its property. To the extent that the The rights established in this Section involve a forfeiture, it must be strictly interpreted against the Agency, the party for whose benefit it is created. The right established in this Section § 1002.3 are to be interpreted in light of the fact that the Agency will convey purpose of this Agreement is the redevelopment of the Site to the. Redeveloper for development and not land speculation. After a Release of Construction Covenants has been recorded for speculation in undeveloped land. VI. [s600] GENERAL PROVISIONS A. [s601] Noticesany portion of the Site, Demands and Communications Between the Parties Formal notices, demands and communications between the Agency and will, if requested by the Redeveloper shall be sufficiently given if dispatched by registered or certified mailDeveloper, postage prepaid, return receipt requested, quitclaim to the principal offices Developer the Agency’s right of reverter for that portion of the Agency and the Redeveloper as set forth in Section 105 hereof, along with a copy thereof to their respective attorneys. Such written notices, demands and communications may be sent in the same manner to such Disposition and Development Agreement No. 93-001 Page 33 other addresses as either party may from time-to-time designate by mail. Any such notice, demand or communication shall be deemed to have been received 72 hours after having been dispatchedSite.

Right of Reverter. The Agency shall have the additional right, at its option, Xxxxxxxx’s agreement to reenter enter into this Lease is specifically conditioned upon Tenant’s timely completion of renovations and take, possession of the Site with all improvements thereon and revest in the Agency the estate theretofore conveyed necessary to open Premises for business to the Redevelopergeneral public, if after conveyance of title to the Site as such this Agreement and prior to recordation of the Certificate of Completion, the Redeveloper shall: 1any leasehold deed shall be conditioned as follows. Fail to proceed with the If Tenant has not completed initial construction of the improvements as required by this Agreement sufficient to open Premises for a period of six business to the general public within twelve (612) months after written notice thereof from the Agency., provided that the Redeveloper shall not have obtained an extension or postponement to which the Redeveloper may be entitled pursuant to Section 604 hereof; or 2. Abandon or subsequently suspend construction of the improvements for a period Effective Date plus any applicable extension of three (3) months after time granted by the terms of this Lease and shall fail to cure within 60 days following receipt of written notice of such abandonment or suspension from the Agencyfailure, provided that the Disposition this Lease shall terminate and Development Agreement No. 93-001 Page 31 Redeveloper shall not have obtained an extension or postponement to which the Redeveloper may be entitled pursuant to Section 604 hereof; or 3. Transfer or suffer any involuntary transfer of the Site or any part thereof in violation of this Agreement. Such right to reenter, repossess and revest to the extent provided in this Agreement shall be subordinate and subject to and be limited by and shall not defeat, render invalid or limit: 1. Any mortgage, deed of trust or other security instrument permitted by this Agreement; or 2. Any rights or interest provided in this Agreement for the protection of the holder of such mortgages, deeds of trust or other security instruments. The deed shall contain appropriate reference and provision to give effect to the Agency's all right, as set forth title and interest of Tenant in this Section under specified circumstances prior the Lease, Premises and all Improvements and other property located on Premises shall immediately revert to the recordation Landlord with no recourse or defense available to Tenant immediately upon receipt of the Certificate written notice from Landlord to Tenant of Completion, Xxxxxxxx’s intent to reenter re-enter and take possession of the Site with all improvements thereon and Premises (the “Reverter Notice”). Notwithstanding anything else contained hereunto the contrary, if Xxxxxx has applied for final approval to terminate and revest in allow the Agency the estate conveyed Premises to be opened for business to the Redevelopergeneral public, but such approval has not been issued due to no fault of Tenant, or its agents or contractors, then Tenant shall not be deemed to be in default and no such notice of default shall be valid. Upon the revesting Coincident with Landlord’s giving such a notice of breach or a Reverter Notice to Tenant, Landlord shall furnish a copy of such notice of breach or Reverter Notice to any mortgagees of record holding an interest in the Agency of title to the Site or any part thereto as provided in this SectionPremises, the Agency shall, pursuant to its responsibilities under state law, use its best efforts to resell the Site or part thereof as soon as, rights and in obligations of any such a manner as the Agency shall find feasible and consistent with the objectives of such law and of the Redevelopment Plan to a qualified and reasonable party or parties (as determined by the Agency) who will assume the obligation of making or completing the improvements, or such other improvements in their stead, as mortgagee shall be satisfactory to the Agency and determined at that time in accordance with the uses specified for the Site or part thereof in the Redevelopment Plan. Upon such resale of the Site, the proceeds thereof shall be applied:' 1. First, to reimburse the Agency on its own behalf or on behalf of the City for all costs and expenses incurred by the Agency, including, but not limited to, acquisition, relocation, goodwill, salaries to personnel in connection with the recapture, management and resale of the Site or part thereof (but less any income derived by the Agency from the Site or part thereof in connection with such management) ; all taxes, assessments and Disposition and Development Agreement No. 93-001 Page 32 water and sewer charges with respect to the Site or part thereof (or, in the event the Site is exempt from taxation or assessment or such charges during the period of ownership, then such taxes, assessments or charges as determined by the County assessing official as would have been payable if the Site were not so exempt); any payments made or necessary to be made to discharge or prevent from attaching or being made any subsequent encumbrances or liens due to obligations, defaults, or acts of the Redeveloper, its successor or transferees, any expenditures made or obligations incurred with respect to the making or completion of the improvements or any part thereof on the Site or part thereof; and any amounts otherwise owing the Agency by the Redeveloper, and its successor or transferee; and 2. Second, to reimburse the Redeveloper, its successor or transferee, up to the amount equal to: (a) the sum of the Disposition Price paid to the Agency by the Redeveloper for the Site (or allocable to the part thereof); plus (b) the costs incurred for the development of the Site and for the improvements of the Site at the time of the reentry and repossession; less (c) any gains or income withdrawn or made by the Redeveloper from the Site or the improvements thereon. Any balance remaining after such reimbursements shall be retained by the Agency as its property. To the extent that the rights established in this Section involve a forfeiture, it must be strictly interpreted against the Agency, the party for whose benefit it is created. The right established in this Section are to be interpreted in light of the fact that the Agency will convey the Site to the. Redeveloper for development and not for speculation in undeveloped land30. VI. [s600] GENERAL PROVISIONS A. [s601] Notices, Demands and Communications Between the Parties Formal notices, demands and communications between the Agency and the Redeveloper shall be sufficiently given if dispatched by registered or certified mail, postage prepaid, return receipt requested, to the principal offices of the Agency and the Redeveloper as set forth in Section 105 hereof, along with a copy thereof to their respective attorneys. Such written notices, demands and communications may be sent in the same manner to such Disposition and Development Agreement No. 93-001 Page 33 other addresses as either party may from time-to-time designate by mail. Any such notice, demand or communication shall be deemed to have been received 72 hours after having been dispatched.

Right of Reverter. The Agency parties acknowledge and agree that Developer shall have no obligation hereunder or in any other documents or instruments executed and delivered by Developer, or required of Developer, in connection with the Site; including, without limitation, as a condition of any Project Approvals, to Commence Construction of any Project Phase, and therefore any election not to do so shall not be deemed a Default by Developer. Nevertheless, the parties further acknowledge and agree that City’s desire to sell the Site to Developer is to facilitate the development of the Site with the Project (assuming City approves the Project during the anticipated future Discretionary Entitlement process after complying with CEQA). Accordingly, if City so approves the Project, and further if after the Closing, Developer elects not to Commence Construction of the first (1st) Project Phase by the timing requirements set forth in the Schedule of Performance, then City shall have the additional right, at its option, to repurchase, reenter and take, take possession (“Right of Reverter”) of the entire Site pursuant to this subsection (4) but subject to Developer’s right to notice and opportunity to cure set forth therein. In addition, assuming City approves the Project after complying with all improvements thereon and revest in CEQA, after the Agency the estate theretofore conveyed to the RedeveloperClosing, if after conveyance Developer, in its sole and absolute discretion elects to Commence Construction of title to the Site and prior to recordation of the Certificate of Completion, the Redeveloper shall: 1. Fail to proceed with the construction of the improvements as required by this Agreement for a period of six (6) months after written notice thereof from the Agency., provided that the Redeveloper shall not have obtained an extension or postponement to which the Redeveloper may be entitled Project Phase pursuant to Section 604 hereof; or 2. Abandon or subsequently suspend construction of the improvements for a period of three (3) months after written notice of such abandonment or suspension from the Agency, provided that the Disposition 703 above and Development Agreement No. 93-001 Page 31 Redeveloper shall not have obtained an extension or postponement thereafter fails to which the Redeveloper may be entitled Substantially Complete said Phase pursuant to Section 604 hereof; or 3. Transfer or suffer any involuntary transfer the timing required under the Schedule of Performance, then City shall have the Site or any part thereof Right of Reverter with respect to that Project Phase, subject to an additional opportunity for Developer to cure as provided for in violation of this Agreementsubsection (4). Such right to reenterrepurchase, reenter and repossess and revest that Project Phase, to the extent provided in this Agreement Agreement, shall be subordinate and subject to and be limited by and shall not defeat, render invalid or limit: 1. Any mortgage, deed of trust or other security instrument : (a) any Mortgage permitted by this Agreement; or 2. Any (b) any rights or interest interests provided in this Agreement for the protection of the holder of such mortgagesMortgage Holder(s); and (c) any right or interests provided in the REA or any other covenants, deeds of trust or other security instrumentsconditions and restrictions recorded on the Site. To exercise its Right to Reverter with respect to a Project Phase as provided for under this subsection (4), City shall pay to Developer in cash an amount equal to: (a) The deed shall contain appropriate reference and provision to give effect to Purchase Price paid by Developer for the Agency's right, as relevant Phase based on the allocation set forth in this Section under specified circumstances prior to the recordation of the Certificate of Completion, to reenter and take possession of the Site with all improvements thereon and to terminate and revest in the Agency the estate conveyed to the Redeveloper. Upon the revesting in the Agency of title to the Site or any part thereto as provided in this Section, the Agency shall, pursuant to its responsibilities under state law, use its best efforts to resell the Site or part thereof as soon as, and in such a manner as the Agency shall find feasible and consistent with the objectives of such law and of the Redevelopment Plan to a qualified and reasonable party or parties (as determined by the Agency) who will assume the obligation of making or completing the improvements, or such other improvements in their stead, as shall be satisfactory to the Agency and in accordance with the uses specified for the Site or part thereof in the Redevelopment Plan. Upon such resale of the Site, the proceeds thereof shall be applied:'Financial Information; less 1. First, to reimburse the Agency on its own behalf or on behalf of the City for all costs and expenses incurred by the Agency, including, but not limited to, acquisition, relocation, goodwill, salaries to personnel in connection with the recapture, management and resale of the Site or part thereof (but less any income derived by the Agency from the Site or part thereof in connection with such management) ; all taxes, assessments and Disposition and Development Agreement No. 93-001 Page 32 water and sewer charges with respect to the Site or part thereof (or, in the event the Site is exempt from taxation or assessment or such charges during the period of ownership, then such taxes, assessments or charges as determined by the County assessing official as would have been payable if the Site were not so exempt); any payments made or necessary to be made to discharge or prevent from attaching or being made any subsequent encumbrances or liens due to obligations, defaults, or acts of the Redeveloper, its successor or transferees, any expenditures made or obligations incurred with respect to the making or completion of the improvements or any part thereof on the Site or part thereof; and any amounts otherwise owing the Agency by the Redeveloper, and its successor or transferee; and 2. Second, to reimburse the Redeveloper, its successor or transferee, up to the amount equal to: (a) the sum of the Disposition Price paid to the Agency by the Redeveloper for the Site (or allocable to the part thereof); plus (b) The total amount of any Mortgage(s) or other liens encumbering the costs incurred for the development of the Site and for the improvements of the Site relevant Project Phase at the time of the repurchase, reentry and repossession; less (c) any gains or income withdrawn or made by the Redeveloper from the Site or the improvements thereon. Any balance remaining after , which such reimbursements amounts shall be retained used by the Agency as its property. To the extent that the rights established in this Section involve a forfeiture, it must be strictly interpreted against the Agency, the party for whose benefit it is created. The right established in this Section are City to be interpreted in light of the fact that the Agency will convey the Site to the. Redeveloper for development and not for speculation in undeveloped landrepay and/or satisfy any such Mortgages or other liens. VI. [s600] GENERAL PROVISIONS A. [s601] Notices, Demands and Communications Between the Parties Formal notices, demands and communications between the Agency and the Redeveloper shall be sufficiently given if dispatched by registered or certified mail, postage prepaid, return receipt requested, to the principal offices of the Agency and the Redeveloper as set forth in Section 105 hereof, along with a copy thereof to their respective attorneys. Such written notices, demands and communications may be sent in the same manner to such Disposition and Development Agreement No. 93-001 Page 33 other addresses as either party may from time-to-time designate by mail. Any such notice, demand or communication shall be deemed to have been received 72 hours after having been dispatched.

Right of Reverter. The Agency (a) In the event that, following the Close of Escrow, this Agreement is terminated pursuant to Section 7.4 and such termination occurs prior to issuance of a Certificate of Completion for the Improvements, then the County shall have the additional right, at its option, right to reenter and take, take possession of the Site with Property and all improvements thereon and to revest in the Agency County the estate theretofore conveyed to the Redeveloper, if after conveyance of title to the Site and prior to recordation of the Certificate of Completion, Developer in the Redeveloper shall:Property. 1. Fail to proceed with the construction of the improvements as required by this Agreement for a period of six (6b) months after written notice thereof from the Agency., provided that the Redeveloper shall not have obtained an extension or postponement to which the Redeveloper may be entitled pursuant to Section 604 hereof; or 2. Abandon or subsequently suspend construction of the improvements for a period of three (3) months after written notice of such abandonment or suspension from the Agency, provided that the Disposition and Development Agreement No. 93-001 Page 31 Redeveloper shall not have obtained an extension or postponement to which the Redeveloper may be entitled pursuant to Section 604 hereof; or 3. Transfer or suffer any involuntary transfer of the Site or any part thereof in violation of this Agreement. Such right to reenterof reverter, repossess and revest to the extent provided in this Agreement Agreement, shall be subordinate and subject to and be limited by and shall not defeat, render invalid or limit: (1. ) Any mortgage, deed of trust or other security instrument Approved Security Interest permitted by this Agreement; or (2. ) Any rights or interest provided in this Agreement for the protection of the holder of such mortgages, deeds of trust Approved Security Interests. (c) Upon vesting or other security instruments. The deed shall contain appropriate reference and provision to give effect to the Agency's right, as set forth in this Section under specified circumstances prior to the recordation of the Certificate of Completion, to reenter and take possession of the Site with all improvements thereon and to terminate and revest in the Agency the estate conveyed to the Redeveloper. Upon the revesting in the Agency County of title to the Site or any part thereto as provided in this SectionProperty, the Agency shall, pursuant to its responsibilities under state law, County shall promptly use its best efforts to resell the Site or part thereof as soon as, and in such a manner as the Agency shall find feasible and Property consistent with the objectives of such law and of the Redevelopment Plan to a qualified and reasonable party or parties (as determined by the Agency) who will assume the obligation of making or completing the improvements, or such other improvements in their stead, as shall be satisfactory to the Agency and in accordance with the uses specified for the Site or part thereof in the Redevelopment Affordable Housing Plan. Upon such resale of the Site, sale the proceeds thereof shall be appliedapplied as follows:' (1. ) First, to reimburse the Agency on County for any costs it incurs in managing or selling the Property (after exercising its own behalf or on behalf right of the City for all costs and expenses incurred by the Agencyreverter), including, including but not limited to, acquisition, relocation, goodwill, salaries to personnel in connection with the recapture, management and resale of the Site or part thereof (but less any income derived by the Agency from the Site or part thereof in connection with such management) ; all taxes, assessments and Disposition and Development Agreement No. 93-001 Page 32 water and sewer charges with respect to the Site or part thereof (or, in the event the Site is exempt from taxation or assessment or such charges during the period of ownership, then such taxes, assessments or charges as determined by the County assessing official as would have been payable if the Site were not so exempt); any payments made or necessary to be made amounts to discharge or prevent liens or encumbrances arising from attaching any acts or being made any subsequent encumbrances or liens due to obligations, defaults, or acts omissions of the Redeveloper, its successor or transferees, any expenditures made or obligations incurred with respect to the making or completion of the improvements or any part thereof on the Site or part thereof; and any amounts otherwise owing the Agency by the Redeveloper, and its successor or transferee; andDeveloper; (2. ) Second, to reimburse the RedeveloperCounty for damages to which it is entitled under this Agreement by reason of the Developer's default; (3) Third, its successor or transferee, to the Developer up to the amount equal to: (a) the sum reasonable cost of the Disposition Price paid Improvements the Developer has placed on the Property and such other reasonable costs Developer has incurred directly in connection with development of the Property that were not financed by the County; and (4) Fourth, any balance to the Agency County. (d) If the County exercises its right of reverter and the Developer has accepted a Deferred Infrastructure Liquidation Amount but has not installed the Deferred Project Infrastructure prior to the exercise of the right of reverter, the Developer will be required to pay the Deferred Infrastructure Liquidation Amount to the County at time of transfer of title to the County. The County shall also be entitled to an assignment of all plans, studies and other materials prepared by the Redeveloper for the Site (or allocable Developer related to the part thereof); plus (b) development of the Improvements, provided that the County and the Developer are able to reach agreement on compensation to the Developer for the costs incurred for the development preparation of the Site such plans and for the improvements of the Site at the time of the reentry and repossession; less (c) any gains or income withdrawn or made by the Redeveloper from the Site or the improvements thereon. Any balance remaining after such reimbursements shall be retained by the Agency as its property. To the extent that the rights established in this Section involve a forfeiture, it must be strictly interpreted against the Agency, the party for whose benefit it is created. The right established in this Section are to be interpreted in light of the fact that the Agency will convey the Site to the. Redeveloper for development and not for speculation in undeveloped landstudies. VI. [s600] GENERAL PROVISIONS A. [s601] Notices, Demands and Communications Between the Parties Formal notices, demands and communications between the Agency and the Redeveloper shall be sufficiently given if dispatched by registered or certified mail, postage prepaid, return receipt requested, to the principal offices of the Agency and the Redeveloper as set forth in Section 105 hereof, along with a copy thereof to their respective attorneys. Such written notices, demands and communications may be sent in the same manner to such Disposition and Development Agreement No. 93-001 Page 33 other addresses as either party may from time-to-time designate by mail. Any such notice, demand or communication shall be deemed to have been received 72 hours after having been dispatched.

Right of Reverter. The (a) In the event that, following Close of Escrow on Phase 1 or Phase 2, this Agreement is terminated pursuant to Section 12.05 and such termination occurs prior to issuance of a Certificate of Completion for any Phase of the Project the Agency shall have the additional right, at its optionright subject to the provisions of Article 13 below, to reenter re-enter and take, take possession of those portions of the Development Site with for which a Certificate of Completion has not been issued and all improvements thereon and to revest in the Agency the estate theretofore of the Developers in the Development Site or such portion thereof, provided, however, if the Agency terminates this Agreement with respect to only some of the Developers and this Agreement remains in effect with respect to other Developers, the Agency can only exercise the right of reverter granted hereto with respect to property conveyed to the Redeveloper, if after conveyance of title Developers subject to the Site and prior to recordation of the Certificate of Completion, the Redeveloper shall: 1. Fail to proceed with the construction of the improvements as required by this Agreement for a period of six (6) months after written notice thereof from the Agency., provided that the Redeveloper shall not have obtained an extension or postponement to which the Redeveloper may be entitled pursuant to Section 604 hereof; or 2. Abandon or subsequently suspend construction of the improvements for a period of three (3) months after written notice of such abandonment or suspension from the Agency, provided that the Disposition and Development Agreement No. 93-001 Page 31 Redeveloper shall not have obtained an extension or postponement to which the Redeveloper may be entitled pursuant to Section 604 hereof; or 3. Transfer or suffer any involuntary transfer of the Site or any part thereof in violation termination of this Agreement. Such right to reenter, repossess and revest to the extent provided in this Agreement shall be subordinate and subject to and be limited by and shall not defeat, render invalid or limit:. 1. Any mortgage, deed of trust or other security instrument permitted by this Agreement; or 2. Any rights or interest provided in this Agreement for the protection of the holder of such mortgages, deeds of trust or other security instruments. The deed shall contain appropriate reference and provision to give effect to the Agency's right, as set forth in this Section under specified circumstances prior to the recordation of the Certificate of Completion, to reenter and take possession of the Site with all improvements thereon and to terminate and revest in the Agency the estate conveyed to the Redeveloper. (b) Upon the revesting in the Agency of title to the Site Development Site, or any part thereto as provided in this Sectionportion thereof, the Agency shall, pursuant to its responsibilities under state law, shall promptly use its best efforts to resell it consistent with its obligations under state law; provided, however, in order to encourage Heavenly Valley to build the Site or part thereof as soon asGondola, and in such a manner as the Agency shall find feasible and consistent not sell or attempt to develop the Gondola Site for a period of four years after a Developer Event of Default has occurred with respect to Heavenly Valley, during which time Heavenly Valley may continue its efforts to develop the objectives of such law and of Gondola. Upon any sale or contract for development the Redevelopment Plan to a qualified and reasonable party or parties (as determined by the Agency) who will assume the obligation of making or completing the improvements, or such other improvements in their stead, as proceeds shall be satisfactory to the Agency and in accordance with the uses specified for the Site or part thereof in the Redevelopment Plan. Upon such resale of the Site, the proceeds thereof shall be appliedapplied as follows:' (1. ) First, to reimburse the Agency on its own behalf holder of any Security Financing Interest of such portion or on behalf portions of the City Development Site, in the manner set forth in Section 13.04(a) through (e) hereof. (2) Second, to the Agency for all any costs and expenses incurred by it reasonably incurs in acquiring, managing or selling the AgencyDevelopment Site or portion thereof (after exercising its right of reverter), including, including but not limited to, acquisition, relocation, goodwill, salaries to personnel in connection with the recapture, management and resale amounts to discharge or prevent liens or encumbrances arising from any acts or omissions of the Site or part thereof Developers; (but less any income derived by the Agency from the Site or part thereof in connection with such management3) ; all taxes, assessments and Disposition and Development Agreement No. 93-001 Page 32 water and sewer charges with respect to the Site or part thereof (orThird, in the event that the Site is exempt from taxation or assessment or such charges during the period of ownership, then such taxes, assessments or charges as determined by the County assessing official as would have been payable if the Site were not so exempt); any payments made or necessary to be made to discharge or prevent from attaching or being made any subsequent encumbrances or liens due to obligations, defaults, or acts portion of the Redeveloper, its successor or transferees, any expenditures made or obligations incurred with respect to the making or completion of the improvements or any part thereof on the Development Site or part thereof; and any amounts otherwise owing the Agency was controlled by the Redeveloper, and its successor or transferee; and 2. Seconda defaulting Developer, to reimburse the RedeveloperAgency for damages to which it is entitled under this Agreement by reason of the Developer Event of Default; (4) Fourth, its successor or transferee, to the affected Developer up to the amount equal to: (a) the sum of the Disposition Price amount of the purchase price paid to the Agency by the Redeveloper Developer pursuant to Section 7.02 for the Site (or allocable to the part thereof); plus (b) the costs incurred for the development portion of the Development Site and for the improvements of the Site at the time of the reentry and repossession; less (c) any gains or income withdrawn or made by the Redeveloper from the Site or the improvements thereon. Any balance remaining after such reimbursements shall be retained by which has reverted to the Agency as its property. To well as the extent that the rights established in this Section involve a forfeiture, it must be strictly interpreted against the Agency, the party for whose benefit it is created. The right established in this Section are to be interpreted in light amount of the fact that purchase price paid by the Agency will convey Developer for the Lake Tahoe Inn leasehold if the title to the Lake Tahoe Inn Site to the. Redeveloper for development and not for speculation revests in undeveloped land. VI. [s600] GENERAL PROVISIONS A. [s601] Notices, Demands and Communications Between the Parties Formal notices, demands and communications between the Agency and the Redeveloper shall be sufficiently given if dispatched by registered or certified mailreasonable cost of the improvements the Developer has placed on such portion of the Development Site and such other reasonable costs Developer has incurred directly in connection with acquisition and development of the Development Site and any other portions of the Development Site reclaimed hereunder; and (5) Fifth, postage prepaid, return receipt requested, the remaining balance to the principal offices of Agency. (c) Upon request from the Developers, the Agency shall enter into Attornment and Nondisturbance Agreements with the Redeveloper as set forth in Section 105 hereof, along with a copy thereof to their respective attorneys. Such written notices, demands and communications may be sent Developers' tenants providing that in the same manner to such Disposition event the Agency exercises its right of reverter, the tenants' leases will remain in full force and Development Agreement No. 93-001 Page 33 other addresses as either party may from time-to-time designate by mail. Any such notice, demand or communication shall be deemed to have been received 72 hours after having been dispatchedeffect.

Right of Reverter. The Agency shall have the additional right, at its option, to reenter and take, take possession of all portions of the Site Property currently owned by the Developer with all improvements thereon and to revest in the Agency the estate theretofore conveyed to the Redeveloper, Developer if after conveyance of title Closing to the Site and prior to recordation the issuance of the final Certificate of Completion, Completion of the Redeveloper Project therefore Developer shall: (1. Fail ) fail to proceed with the construction of the improvements as required by this Agreement in the applicable phase of the Project [in accordance with the Phasing Plan] for a period of six sixty (660) months days after written notice thereof from the Agency., provided that the Redeveloper shall not have obtained an extension or postponement to which the Redeveloper may be entitled pursuant to Section 604 hereof; or (2. Abandon ) abandon or subsequently substantially suspend construction of the improvements in the applicable phase of the Project [in accordance with the Phasing Plan] for a period of three sixty (360) months days after written notice of such abandonment or suspension from the Agency, provided that the Disposition and Development Agreement No. 93-001 Page 31 Redeveloper shall not have obtained an extension or postponement to which the Redeveloper may be entitled pursuant to Section 604 hereof; or (3. Transfer ) transfer, except transfer of individual parcels upon completion of improvements thereon, or suffer any involuntary transfer of the Site or any part thereof in violation of this Agreement. Such right to reenter, repossess repossess, and revest to the extent provided in this Agreement shall be subordinate and subject to and be limited by and shall not defeat, render invalid invalid, or limit: (1. Any ) any mortgage, deed of trust trust, or other security instrument or sale and leaseback or other conveyance for financing permitted by this Agreement; or (2. Any ) any rights or to interest provided in this Agreement for the protection of the holder of such mortgages, deeds of trust trust, or other security instruments, the lessor under a sale and leaseback, or the grantee under such other conveyance for financing. The deed Deed attached hereto in Attachment 7 shall contain appropriate reference and provision to give effect to the Agency's ’s right, as set forth in this Section Section, under specified circumstances prior to the recordation issuance of the Certificate of Completion, to reenter and take possession of all portions of the Site Property currently owned by the Developer with all improvements thereon and to terminate and revest in the Agency the estate conveyed to the RedeveloperDeveloper. Upon the revesting in the Agency of title to the Site or any part thereto portion thereof as provided in this Section, the Agency shall, pursuant to its responsibilities under state law, use its best efforts to resell the Site or part portion thereof as soon as, and in such a manner as the Agency shall find feasible and consistent with the objectives of such law and of the Redevelopment Plan to a qualified and reasonable responsible party or parties Parties (as determined by the Agency) who ), that will assume the obligation of making or completing the improvements, improvements or such other improvements in their stead, stead as shall be satisfactory to the Agency and in accordance with the uses specified for the Site or part thereof in the Redevelopment Plan. Upon such resale of the Site, the proceeds thereof shall be applied:' (1. First) first, to reimburse the Agency on its own behalf or on behalf of the City for all costs and expenses incurred by the Agency, including, but not limited to, acquisition, relocation, goodwill, salaries to personnel in connection with the recapture, management management, and resale of the Site or part thereof (but less any income derived by the Agency from the Site or part thereof in connection with such management) ); all taxes, assessments assessments, and Disposition and Development Agreement No. 93-001 Page 32 water and sewer charges with respect to the Site or part portion thereof (or, in the event the Site is exempt from taxation or assessment or such charges during the period of ownershipownership by Agency, then such taxes, assessments assessments, or charges charges, as determined by the County county assessing official as would have been payable if the Site were not so exempt); any payments made or necessary to be made to discharge or prevent from attaching or being made any subsequent encumbrances or liens due to obligations, defaults, or acts of the Redeveloper, its successor or transferees, Developer; any expenditures made or obligations incurred with respect to the making or completion of the improvements or any part thereof on the Site or part thereof; and any amounts otherwise owing the owed to Agency by the Redeveloper, and its successor or transfereeDeveloper; and (2. Second) second, to reimburse the Redeveloper, its successor or transferee, Developer up to the amount equal to: (a) to the sum of: (1) ninety-five percent (95%) of the Disposition Purchase Price paid to outlined in Section 5.1, less expenses incurred by the Agency by in connection with the Redeveloper for the Site reverter plus (or allocable to the part thereof); plus (b2) the costs incurred by Developer for the development of the Site and for the improvements of existing on the Site at the time of the reentry and repossession; less (c3) any gains or income withdrawn or made by the Redeveloper Developer from the Site or the improvements thereon. Any balance remaining after such reimbursements shall be retained by the Agency as its property. To the extent that the rights established in this Section involve a forfeiture, it must be strictly interpreted against the Agency, the party Party for whose benefit it is created. The right rights established in this Section are to be interpreted in light of the fact that the Agency will convey the Site to the. Redeveloper Developer for development and not for speculation in undeveloped land. VI. [s600] GENERAL PROVISIONS A. [s601] Notices, Demands and Communications Between the Parties Formal notices, demands and communications between the Agency and the Redeveloper shall be sufficiently given if dispatched by registered or certified mail, postage prepaid, return receipt requested, to the principal offices of the Agency and the Redeveloper as set forth in Section 105 hereof, along with a copy thereof to their respective attorneys. Such written notices, demands and communications may be sent in the same manner to such Disposition and Development Agreement No. 93-001 Page 33 other addresses as either party may from time-to-time designate by mail. Any such notice, demand or communication shall be deemed to have been received 72 hours after having been dispatched.