CC PACKET 06252024 - Laserfiche WebLink

Home Browse Search

4 I Redeveloper as the Managing Member of Phase I Owner and the term “actual knowledge of the Phase I Redeveloper” and any phase or words of similar import shall be deemed to mean the actual knowledge of the Manager of the Phase I 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 Owner or Phase I Redeveloper, respectively. The Phase I Redeveloper and the Phase I 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 I Project) other than in connection with Note as long as this Agreement is in effect. The Phase I Redeveloper and the Phase I Owner hereby irrevocably constitute and appoint the Lender as its respective attorney-in- fact to, subject to Section 3 of this Agreement, demand, receive and enforce their rights with respect to the Development Agreement (with respect to the Phase I Project) for and on behalf of and in the name of the Phase I Redeveloper or the Phase I Owner, as the case may be, or, at the option of the Lender, subject to Section 3 of this Agreement, in the name of the Lender, with the same force and effect as the Phase I Redeveloper or the Phase I Owner, as the case may be, could do if this Agreement had not been made. 3.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 exercise any rights or remedies under this Agreement unless an Event of Default (as defined in the Loan Documents) shall occur and be continuing. 4.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 Phase I Redeveloper and the Phase I Owner under any other instrument, document or agreement, exercise its rights under this Agreement as attorney-in-fact for the Phase I Redeveloper and the Phase I 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 after a default to a secured party under the Uniform Commercial Code as adopted in the State of Minnesota. If notice to the Phase I Redeveloper or the Phase I Owner of any intended disposition of collateral or of any intended action is required by law in any particular instance, such notice shall be deemed commercially reasonable if given in writing at least ten (10) days prior to the intended disposition or other action. 5.The Authority and the City consent and agree to the terms and conditions of this Agreement. The Authority and the City further represent and warrant to the Lender that the Development Agreement is a valid agreement enforceable against the Authority and the City in accordance with its terms and that to the knowledge of the undersigned neither the Authority, the City, the Phase I Redeveloper nor the Phase I Owner is in default thereunder, and that all covenants, conditions and agreements have been performed as required therein, except those not to be performed until after the date hereof. 6.The Authority and the City hereby agree that any agreement of the Phase I Redeveloper or the Phase I Owner to indemnify the Authority or the City pursuant to the Development Agreement is not the obligation of, nor shall any provisions in such article impose any obligation upon, the Lender, its successors and/or assigns until such time as the Lender, in its discretion, exercises its rights hereunder and assumes the obligations of the Phase I Redeveloper 82