02-12-2018 EDA Packet - Laserfiche WebLink

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1390/1144 01/04/18 - 3 - collateral assign v3 abasse\bank america\artis-clearwater\loan documents 4. Covenants of Owner. Owner 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 Owner, Owner 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 Owner, 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. (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, Owner 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 Owner 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 Owner or Tenant under the Development Agreement, and the Authority shall accept such cure as if tendered directly by Owner 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 Owner 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, not to exceed twelve (12) months following receipt by Bank of written notice of the default. 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 Owner 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 Owner. Owner hereby authorizes Bank during an Event of Default to act on its behalf either in the name of Owner or Bank in connection with the exercise of any of the rights of Owner under the Development Agreement. Owner hereby irrevocably constitutes