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(c) Developer has the full right, power and authority to assign the <br />Development Agreement and, upon its issuance, the TIF Note, free and clear of any and <br />all liens, security interests and assignments. <br />(d) Developer will keep the Development Agreement and the TIF Note free <br />from any lien, encumbrance, assignment or security interest whatsoever, other than this <br />Assignment and security interest. <br />(e) Developer will from time to time and at the request of Bank execute such <br />documents and pay the cost of filing and recording the same and do such other acts and <br />things as Bank may request to establish and maintain a perfected security interest in the <br />Development Agreement and the TIF Note which is valid and superior to all liens, claims <br />or security interests whatsoever. <br />(f) There have been no defaults on the part of Developer under the <br />Development Agreement, and, to Developer's knowledge, neither the Authority nor <br />Tenant is in default under the Development Agreement. <br />4. Covenants of Developer. Developer covenants and agrees that: <br />(a) It shall perform each and every one of its duties and obligations under the <br />Development Agreement and observe and comply with each and every term, covenant, <br />condition, agreement, requirement, restriction and provision of the Development <br />Agreement. <br />(b) It shall give prompt notice to Bank of any claim of or notice of default <br />under the Development Agreement known or given to it together with a copy of any such <br />notice or claim if in writing. <br />(c) At the sole cost and expense of Developer, Developer will enforce the full <br />and complete performance of each and every duty and obligation to be performed by <br />Authority and/or Tenant under the Development Agreement and the TIF Note. <br />(d) It will appear in and defend any action arising out of or in any manner <br />connected with the Development Agreement and the duties and obligations of Developer, <br />Tenant or the Authority thereunder. <br />5. Authority's Representations, Warranties and Covenants. Authority represents and <br />warrants to and covenants with Bank as follows: <br />(a) The execution, delivery and performance of this Assignment have been <br />duly authorized by all necessary action. <br />(b) Until all amounts advanced and to be advanced under the Loan <br />Documents have been repaid, no amendment to the Development Agreement shall be <br />binding on Bank unless Bank consents to the amendment in writing. <br />CORE/0808310.0004/125458168.8 <br />3 <br />