CC PACKET 11242020 - Laserfiche WebLink

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2 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 I Project, executed by the Phase I Land Owner in favor of the Lender and filed of record concurrently herewith; and WHEREAS, to secure the obligations of the Phase I 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 I Land Owner assign all of their rights under the Development Agreement (with respect to the Phase I Project only) 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 I 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 I Land Owner’s respective right, title and interest under and pursuant to the Development Agreement to secure all of the Phase I Land Owner’s obligations to the Lender under the Loan Documents; provided, however, that the Redeveloper and the Phase I Land Owner shall continue to be obligated in all respects to the performance of the Development Agreement. 2. The Redeveloper and the Phase I Land Owner hereby represent and warrant that there have been no prior assignments of the Development Agreement by the Phase I Land Owner or Redeveloper (except with respect to the assignment in favor of Bridgewater Bank), that, to the actual knowledge of the Phase I Land Owner and the actual knowledge of the Redeveloper, the Development Agreement is valid and enforceable agreements and that, to the actual knowledge of the Phase I Land Owner and the actual knowledge of the Redeveloper, neither the Authority, the Redeveloper nor the Phase I Land Owner, as applicable, is in default under the Development Agreement, and that, to the actual knowledge of the Phase I 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 I Land Owner” and any phrase or words of similar import shall be deemed to mean the actual knowledge of the Chief Manager of Phase I 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 I Land Owner or Redeveloper, respectively. The Redeveloper and the Phase I Land Owner agree not to sell, assign, pledge, mortgage 32