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2 <br />the order of the Lender (as may be amended or restated from time to time, collectively, the “Note”); <br />and <br />WHEREAS, the Note is secured by, among other things, that certain Mortgage, Security <br />Agreement, Fixture Financing Statement and Assignment of Leases and Rents of even date <br />herewith (as the same may be amended or restated from time to time, the “Mortgage”) <br />encumbering the Phase II Project, executed by the Phase II Land Owner in favor of the Lender and <br />filed of record concurrently herewith; and <br />WHEREAS, to secure the obligations of the Phase II Land Owner to the Lender under the Loan <br />Agreement, the Note, the Mortgage and the documents related thereto (collectively, the “Loan <br />Documents”), the Lender has required, as an express condition to disbursement of the Loan, (a) <br />that the Redeveloper and the Phase II Land Owner assign all of their rights under the Development <br />Agreement (with respect to the Phase II Project only) and the TIF Note to the Lender, (b) that the <br />rights of the Authority under the Development Agreement be subordinated to the Mortgage, and <br />(c) that the Authority agree to certain other matters, all as more fully contained herein. <br />NOW THEREFORE, in consideration of the foregoing recitals and for other good and valuable <br />consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto <br />hereby agree as follows: <br />1. The Redeveloper and the Phase II Land Owner hereby assign to the Lender, and <br />the Lender hereby accepts (subject to the terms of this Assignment), all of the <br />Redeveloper’s and the Phase II Land Owner’s respective right, title and interest <br />under and pursuant to the Development Agreement, and the Redeveloper and the <br />Phase II Land Owner hereby assign to the Lender all of their respective right, title <br />and interest under and pursuant to the TIF Note to secure all of the Phase II Land <br />Owner’s obligations to the Lender under the Loan Documents; provided, however, <br />that the Redeveloper and the Phase II Land Owner shall continue to be obligated in <br />all respects to the performance of the Development Agreement. <br />2. Upon the execution and delivery by the Authority to the Redeveloper and the Phase <br />II Land Owner of the TIF Note, the Redeveloper and the Phase II Land Owner agree <br />to endorse and deliver such TIF Note to the Lender to be held by the Lender <br />pursuant to the terms of this Agreement. <br />3. Upon written notification by the Lender of an Event of Default (as that term is <br />defined in the Loan Documents) (“Default Notice”), the Authority hereby agrees to <br />register the TIF Note in the name of the Lender, and, so long as such Event of <br />Default is continuing, to make all payments under the TIF Note directly to the <br />Lender, and the Redeveloper and the Phase II Land Owner hereby consent to the <br />making of such payments directly to the Lender. In the event the Authority is <br />making payments under the TIF Note directly to the Lender pursuant to Default <br />Notice and the Event of Default for which the Default Notice was issued is <br />thereafter cured or otherwise waived, Lender shall provide prompt written notice <br />of such cure to the Authority and, thereafter, until receipt of a subsequent Default <br />Notice is received by the Authority, the Authority shall direct payments under the <br />TIF Note to the Phase II Land Owner. <br />18