02-12-2018 EDA Packet - Laserfiche WebLink

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1390/1144 01/04/18 - 4 - collateral assign v3 abasse\bank america\artis-clearwater\loan documents and appoints Bank as its attorney-in-fact to demand, receive and enforce Owner's rights with respect to the Development Agreement and the TIF Note. Owner agrees to reimburse Bank on demand for any expenses incurred by Bank, or its agents or attorneys, pursuant to the aforesaid authorization. Owner 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 recording of the Mortgage and to the assignment of the Development Agreement and the TIF Note by Owner 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 Owner in writing that it has elected to assume the obligations of Owner 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 Owner 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 Owner 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. 9. Subordination of Development Agreement. Regardless of the priority of any rights or interests otherwise available or belonging to Authority and notwithstanding anything to the contrary set forth in the Development Agreement, each and every right and interest of Authority in and to the Property of any kind whatsoever, including without limitation any rights or interests acquired in the Property pursuant to the Development Agreement, are hereby subjected and subordinated and shall remain in all respects and for all purposes, subject, subordinate and junior to the provisions of the Mortgage and other Loan Documents (as defined in the Loan Agreement) and to the rights of Bank thereunder and the liens created thereby. The subordination effected hereby shall extend to any and all advances heretofore or hereafter made pursuant to the terms of the Loan Documents and to any amendment, modification, extension, replacement or renewal of any of the Loan Documents, including any amendment which increases the principal amount secured by the Mortgage. If (a) Bank does not elect to give Authority the Assumption Notice, and (b) Bank forecloses the Mortgage or Owner delivers to Bank a deed in lieu of foreclosure, then upon the completion of such foreclosure and the expiration of the applicable redemption period, or upon recording of a deed in lieu of foreclosure, all right, title and interest of Authority in or to the Property, whether pursuant to the Development Agreement or otherwise, shall terminate automatically and shall be null and void without the need for the execution or recording of any other documents. If Bank has provided Authority with the Assumption Notice, then the rights of Authority under the Development Agreement shall survive foreclosure of the Mortgage or acceptance of a deed in lieu of foreclosure. Except as specifically agreed to herein, nothing in this Assignment, including a foreclosure by Bank or acceptance of a deed in lieu of foreclosure, shall extinguish the Development Agreement as an agreement between Authority and Owner or limit the rights and remedies of Authority as against Owner. Notwithstanding the foregoing, subject to the rights granted Bank hereunder, including but not limited to notice and cure rights set forth in Section 5 hereof, if a default shall occur under the Development Agreement, the Authority shall continue to have the ability to exercise the remedies under Section 9.2 of the Development Agreement, including the ability to terminate or suspend payments under the TIF Note. 10. Event of Default. As used herein, the term "Event of Default" shall mean the occurrence of any Event of Default under the Development Agreement, the TIF Note, the Loan Agreement or any other Loan Documents, or any related documents.