AgdaPkt 2020-07-13 Special Joint SA PFA

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6.B. - Page 149 of 177 (d) all financing or other applications and all other tangible documents, except those of a proprietary or confidential nature ("General Documents"). For purposes of this Agreement, the term "Contractor" means any architect, contractor, engineer, consultant or other person or entity entering into Project Agreements with Assignor (other than attorney agreements for the provision of legal services) and/or preparing Reports, Plans and Specifications for Assignor with respect to the Development. Such Project Agreements, Reports, Plans and Specifications, Government Approvals, and General Documents, are hereinafter to be collectively referred to as the "Collateral Documents". It is intended that all Collateral Documents, whenever produced, be assigned through this Assignment to Assignee as security for the Loan, and the applicable Consent executed. Notwithstanding anything to the contrary herein, the Assignor acknowledges and agrees that the City, as the Assignee, shall have the right to assign all of its right, title, and interest in and to the Collateral Documents to any other public agency, a nonprofit corporation, or similar parry, utilizing a form of assignment and assumption agreement to be provided by the City. Assignee acknowledges that this Assignment excludes any document that, pursuant to applicable law, the Assignor does not have the right to pledge or assign. Section 2. Purpose. This Assignment is made to secure: (a) payment to Assignee of all sums now or hereafter owing under the Note, dated concurrently herewith and made by Assignor to the order of Assignee, and any and all additional advances, modifications, extensions, renewals, and amendments thereof; and (b) payment and performance by Assignor of all its obligations under the Loan Agreement. Section 3. No Assumption of Obligations. Assignee does not assume any of Assignor's obligations or duties under any Collateral Documents, including, but not limited to, the obligation to pay for the preparation of any Collateral Documents, until and unless Assignee exercises its rights under this Assignment. Section 4. Attorney -In -Fact. Assignor hereby irrevocably appoints Assignee as its attorney-in-fact, which power is coupled with an interest, so that Assignee shall have the right to demand, receive, and enforce any and all of Assignor's rights with respect to the Collateral Documents, and to perform any and all acts in the name of Assignor or in the name of Assignee with the same force and effect as if performed by Assignor in the absence of this Assignment, upon the occurrence of. (a) a Developer Event of Default by Assignor (after notice and opportunity to cure) or an event which, with notice or the passage of time or both, would constitute a Developer Event of Default under the Loan Agreement; or (b) any termination of the Loan Agreement pursuant to clauses other than Section 7.2 of the Loan Agreement. Until such occurrences, Assignor will be entitled to exercise all rights pertaining to the Collateral Documents. Under the terms of the Loan Agreement, the following events each constitute a "Developer Event of Default" (all references to articles and sections below shall refer to the articles of the Loan Agreement): (a) Assignor fails to exercise good faith and diligent efforts to satisfy, within the time and in the manner set forth in Article 2 of the Loan Agreement, one or more of the conditions precedent to Assignee's obligation to convey the Property to Assignor; or 2 1199\09\2826903.2 1199\09\2727850.8 ATTY/AGR.2020.100/353 Main Street Apartments LP (Page 136 of 143) 178