12-12-2016 EDA Packet - Laserfiche WebLink

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CORE/0808310.0004/125458168.8 4 (c) The Development Agreement is in full force and effect and has not been amended, and neither the Authority nor, to the Authority’s knowledge, none of Developer or Tenant, is in default under the Development Agreement. (d) If a default shall occur under the Development Agreement, the Authority shall provide Bank with written notice of such default contemporaneously with any notice given to Developer or Tenant. Prior to exercising its rights under the Development Agreement in connection with any default (including but not limited to Section 9.2 set forth therein), the Authority shall provide Bank with the same opportunity to cure such default as is given to Developer or Tenant under the Development Agreement, and the Authority shall accept such cure as if tendered directly by Developer or Tenant ; provided, however, that (i) Bank shall have not less than thirty (30) days to cure a monetary default and not less than sixty (60) days to cure a nonmonetary default , (ii) Bank will not be required to cure any default which is personal to Developer or Tenant and is not susceptible of being cured by Bank, and (iii) if Bank's ability to cure requires it to obtain possession of the Property, then it shall have such time to cure as is reasonably necessary to gain possession through foreclosure, deed in lieu of foreclosure or other methods. For the avoidance of doubt, the Authority shall not take any action to terminate the Development Agreement or the TIF Note due to any default by Developer or Tenant as long as Bank is exercising its cure rights as provided in this Section with reasonable diligence. 6. Bank’s Rights to Act on Behalf of Developer. Developer hereby authorizes Bank during an Event of Default to act on its behalf either in the name of Developer or Bank in connection with the exercise of any of the rights of Developer under the Development Agreement. Developer hereby irrevocably constitutes and appoints Bank as its attorney-in-fact to demand, receive and enforce Developer’s rights with respect to the Development Agreement and the TIF Note. Developer agrees to reimburse Bank on demand for any expenses incurred by Bank, or its agents or attorneys, pursuant to the aforesaid authorization. Developer hereby irrevocably instructs, directs, authorizes and empowers all parties to the Development Agreement to recognize the claims of Bank, or its successors or assigns hereunder, and to act upon any instructions or directions of Bank without investigating the reason for any action taken by Bank. 7. Consent to Loan Documents. Authority consents to the execution and recording of the Mortgage and to the assignment of the Development Agreement and the TIF Note by Developer to Bank under the terms of this Assignment. 8. Bank’s Option to Assume Development Agreement. Upon the occurrence and continuance of an Event of Default, Bank may, at its option, notify Authority and Developer in writing that it has elected to assume the obligations of Developer under the Development Agreement (such notice is hereinafter referred to as the “Assumption Notice”). Following receipt of the Assumption Notice, Authority shall treat Bank as if it were the Developer under the Development Agreement, and shall continue to perform its obligations under the Development Agreement for the benefit of Bank, as long as Bank continues to perform the obligations of Developer under the Development Agreement. Bank shall not have any obligation with respect to the Development Agreement unless and until delivery of an Assumption Notice by Bank to Authority.