HRA PACKET 11242020 - Laserfiche WebLink

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2 the order of the Lender (as may be amended or restated from time to time, collectively, the “Note”); and WHEREAS, the Note is secured by, among other things, that certain Mortgage, Security Agreement, Fixture Financing Statement and Assignment of Leases and Rents of even date herewith (as the same may be amended or restated from time to time, the “Mortgage”) encumbering the Phase II Project, executed by the Phase II Land Owner in favor of the Lender and filed of record concurrently herewith; and WHEREAS, to secure the obligations of the Phase II Land Owner to the Lender under the Loan Agreement, the Note, the Mortgage and the documents related thereto (collectively, the “Loan Documents”), the Lender has required, as an express condition to disbursement of the Loan, (a) that the Redeveloper and the Phase II Land Owner assign all of their rights under the Development Agreement (with respect to the Phase II Project only) and the TIF Note to the Lender, (b) that the rights of the Authority under the Development Agreement be subordinated to the Mortgage, and (c) that the Authority agree to certain other matters, all as more fully contained herein. NOW THEREFORE, in consideration of the foregoing recitals and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows: 1. The Redeveloper and the Phase II Land Owner hereby assign to the Lender, and the Lender hereby accepts (subject to the terms of this Assignment), all of the Redeveloper’s and the Phase II Land Owner’s respective right, title and interest under and pursuant to the Development Agreement, and the Redeveloper and the Phase II Land Owner hereby assign to the Lender all of their respective right, title and interest under and pursuant to the TIF Note to secure all of the Phase II Land Owner’s obligations to the Lender under the Loan Documents; provided, however, that the Redeveloper and the Phase II Land Owner shall continue to be obligated in all respects to the performance of the Development Agreement. 2. Upon the execution and delivery by the Authority to the Redeveloper and the Phase II Land Owner of the TIF Note, the Redeveloper and the Phase II Land Owner agree to endorse and deliver such TIF Note to the Lender to be held by the Lender pursuant to the terms of this Agreement. 3. Upon written notification by the Lender of an Event of Default (as that term is defined in the Loan Documents) (“Default Notice”), the Authority hereby agrees to register the TIF Note in the name of the Lender, and, so long as such Event of Default is continuing, to make all payments under the TIF Note directly to the Lender, and the Redeveloper and the Phase II Land Owner hereby consent to the making of such payments directly to the Lender. In the event the Authority is making payments under the TIF Note directly to the Lender pursuant to Default Notice and the Event of Default for which the Default Notice was issued is thereafter cured or otherwise waived, Lender shall provide prompt written notice of such cure to the Authority and, thereafter, until receipt of a subsequent Default Notice is received by the Authority, the Authority shall direct payments under the TIF Note to the Phase II Land Owner.