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