12-12-2016 EDA Packet - Laserfiche WebLink

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