02-12-2018 EDA Packet - Laserfiche WebLink

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1390/1144 01/04/18 - 2 - collateral assign v3 abasse\bank america\artis-clearwater\loan documents NOW, THEREFORE, in consideration of the foregoing and in order to induce Bank to make the Project Loan, Owner and the Authority agree as follows: 1. Assignment. Owner hereby transfers and assigns to Bank and grants to Bank a security interest in all of its right, title and interest in, to and under the Development Agreement, the TIF Note, the tax increments payable thereunder, any and all other payments made or to be made thereunder and all proceeds thereof. This Assignment is made to induce Bank to enter into the Loan Agreement and make the Project Loan, and for the purpose of securing the performance and observance by Owner of all of the terms and conditions of the Loan Agreement and the Note (as defined in the Loan Agreement), and all other obligations of Owner to Bank in connection with the Project and the Loan. This Assignment shall constitute a perfected, absolute and present assignment, provided that Bank shall not have any right under this Assignment to enforce the provisions of the Development Agreement or exercise any other remedies under this Assignment unless and until Bank delivers an Assumption Notice pursuant to Section 8 of this Assignment. 2. Endorsement and Delivery of TIF Note. Owner shall endorse the TIF Note to Bank and, upon Bank’s written request (in Bank’s sole discretion), Owner shall deliver the TIF Note directly to Bank at the address set forth in Section 15 hereof. If the Bank so elects to hold the TIF Note, upon receipt, Bank shall attach to the TIF Note an endorsement from Owner in favor of Bank in the form of Exhibit B attached hereto, which Owner shall execute contemporaneously with this Assignment. If the Bank has elected and requested to hold the original TIF Note, then Bank shall then hold the TIF Note subject to the terms of this Assignment. 3. Representations and Warranties of Owner. Owner represents and warrants to Bank and agrees as follows: (a) Owner will not, without the prior written consent of Bank, modify, amend, supplement, terminate, surrender or change in any manner whatsoever the Development Agreement or the TIF Note and will not release or discharge the obligations of any party thereto or modify or extend the time of performance thereunder or the scope of the work thereunder. (b) The Development Agreement and the TIF Note are or will be, as applicable, free and clear of all liens, security interests, assignments and encumbrances other than the assignment and security interest created by this Assignment. (c) Owner has the full right, power and authority to assign its interest in the Development Agreement and, upon its issuance, the TIF Note, free and clear of any and all liens, security interests and assignments. (d) Owner 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) Owner 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 Owner under the Development Agreement, and, to Owner's knowledge, neither the Authority nor Tenant is in default under the Development Agreement.