CC PACKET 11242020 - Laserfiche WebLink

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3 4. The Redeveloper and the Phase II Land Owner hereby represent and warrant that there have been no prior assignments of the Development Agreement (except with respect to the assignment to Bremer Bank, National Association) or the TIF Note by the Phase II Land Owner or Redeveloper, that, to the actual knowledge of the Phase II Land Owner and the actual knowledge of the Redeveloper, the Development Agreement is, and the TIF Note upon issuance will be, valid and enforceable agreements and that, to the actual knowledge of the Phase II Land Owner and the actual knowledge of the Redeveloper, neither the Authority, the Redeveloper nor the Phase II Land Owner, as applicable, is in default under the Development Agreement, and that, to the actual knowledge of the Phase II Land Owner and the actual knowledge of the Redeveloper, all covenants, conditions and agreements have been performed as required herein, except those not to be performed until after the date hereof. As used herein, the term “actual knowledge of the Phase II Land Owner” and any phrase or words of similar import shall be deemed to mean the actual knowledge of the Chief Manager of Phase II Land Owner and the term “actual knowledge of the Redeveloper” and any phase or words of similar import shall be deemed to mean the actual knowledge of the Chief Manager of the Redeveloper, in each instance without having made inquiry or investigation beyond such person’s actual knowledge. Such person is named solely for the purpose of defining and narrowing the scope of knowledge and not for the purpose of imposing any additional liabilities on or creating any additional duties running from such individual to the Phase II Land Owner or Redeveloper, respectively. The Redeveloper and the Phase II Land Owner agree not to sell, assign, pledge, mortgage or otherwise transfer or encumber their respective interest in the Development Agreement (with respect to the Phase II Project) or the TIF Note as long as this Agreement is in effect. The Redeveloper and the Phase II Land Owner hereby irrevocably constitute and appoint the Lender as its respective attorney-in-fact to demand, receive and enforce their rights with respect to the Development Agreement (with respect to the Phase II Project) and/or the TIF Note for and on behalf of and in the name of the Redeveloper or the Phase II Land Owner, as the case may be, or, at the option of the Lender, in the name of the Lender, with the same force and effect as the Redeveloper or the Phase II Land Owner, as the case may be, could do if this Agreement had not been made. 5. This Agreement shall constitute a perfected, absolute and present assignment, provided that the Lender shall have no right under this Agreement to enforce the provisions of the Development Agreement or the TIF Note, or to collect any funds payable to the Redeveloper or the Phase II Land Owner pursuant to the TIF Note, or exercise any rights or remedies under this Agreement unless an Event of Default shall occur and be continuing. 6. Upon the occurrence and during the continuance of an Event of Default, the Lender may, without affecting any of its rights or remedies against the Redeveloper and the Phase II Land Owner under any other instrument, document or agreement, exercise its rights under this Agreement as attorney-in-fact for the Redeveloper and the Phase II Land Owner in any manner permitted by law and in addition the Lender shall have the right to exercise and enforce any and all rights and remedies available 19