Resolution No. 16-06 EDA - Laserfiche WebLink

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D. To assist Developer in financing the Project, Developer, Distribution Alternatives, Inc. and Authority have entered into a Contract for Private Development dated as of July 25, 2016 (the "Development Agreement"). Pursuant to the Development Agreement, Authority has agreed to issue to Borrower its Tax Increment Revenue Note, Series 2016, in the maximum principal amount of $1,200,000.00 (the "TIF Note") upon satisfaction of certain conditions set forth in the Development Agreement. E. Pursuant to the Project Addendum and the Loan Agreement, and as a condition to making the Project Loan, Bank has required that Developer and the Authority execute and deliver this Assignment to Bank. NOW, THEREFORE, in consideration of the foregoing and in order to induce Bank to make the Project Loan, Developer and the Authority agree as follows: 1. Assignment. Developer hereby transfers and assigns to Bank and grants to Bank a security interest in all of its right, title and interest in, to and under the Development Agreement, the TIF Note, the tax increments payable thereunder, any and all other payments made or to be made thereunder and all proceeds thereof. This Assignment is made to induce Bank to enter into the Project Addendum and make the Project Loan and for the purpose of securing the performance and observance by Developer and Borrower of all of the terms and conditions of the Project Addendum, the Loan Agreement and the Note (as defined in the Project Addendum), and all other obligations of Developer and Borrower to Bank in connection with the Project. This Assignment shall constitute a perfected, absolute and present assignment, provided that Bank shall not have any right under this Assignment to enforce the provisions of the Development Agreement or exercise any other remedies under this Assignment unless and until Bank delivers an Assumption Notice pursuant to Section 8 of this Assignment. 2. Endorsement and Delivery of TIF Note. Upon issuance of the TIF Note, Developer shall endorse the TIF Note to Bank. Developer authorizes and directs Authority to deliver the TIF Note, registered in Bank's name, directly to Bank at the address set forth in Section 15 hereof. Upon receipt, Bank shall attach to the TIF Note an endorsement from Developer in favor of Bank in the form of Exhibit B attached hereto, which Developer shall execute contemporaneously with this Assignment. Bank shall then hold the TIF Note subject to the terms of this Assignment. 3. Representations and Warranties of Developer. Developer represents and warrants to Bank and agrees as follows: (a) Developer will not, without the prior written consent of Bank, modify, amend, supplement, terminate, surrender or change in any manner whatsoever the Development Agreement or the TIF Note and will not release or discharge the obligations of any party thereto or modify or extend the time of performance thereunder or the scope of the work thereunder. (b) The Development Agreement and the TIF Note are or will be, as applicable, free and clear of all liens, security interests, assignments and encumbrances other than the assignment and security interest created by this Assignment. CORE/0808310.0004/ 125458168.8 2