Agenda - Council - 08/06/2018 - Laserfiche WebLink

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4. COLLATERAL COVENANTS Until the Secured Obligations are fully paid, performed and satisfied and this Agreement is terminated, Borrower will: (a) Maintain the TIF Agreement, as the same is constituted from time to time, free and clear of all liens, except the liens granted to Lender pursuant to this Agreement, and Borrower will defend or cause to be defended the TIF Agreement against all of the claims and demands of all Persons whomsoever; (b) Promptly notify Lender in writing of any information which Borrower have or may receive with respect to the TIF Agreement which may with reasonable certainty materially and adversely affect the value thereof or the rights of Lender with respect thereto; (c) Not sell or transfer the TIF Agreement, or create or permit to be created or to exist any Lien on the TIF Agreement, or release, compromise, or settle any obligation due under the TIF Agreement; (d) Not (i) amend, modify, terminate or waive any provisions of the TIF Agreement or any related documents, (ii) grant any extension of time of repayment of any sum due under the TIF Agreement, (iii) compromise, compound, or settle any sum due under the TIF Agreement for less than the full amount thereof, (iv) release, wholly or partially, any person or entity liable for the payment of any sum due under the TIF Agreement, or allow any credit or discount whatsoever thereon, or (iv) grant any consent under the TIF Agreement requiring the consent of Borrower a without the prior written consent of Lender; (e) Take all actions requested by Lender to enforce the covenants of the obligors under the TIF Agreement; and (f) Concurrently with the execution of the TIF Note, Borrower shall (i) execute and deliver a Pledge of Note agreement in form and substance acceptable to Lender and (ii) deliver the original TIF Note to Lender with a signed allonge, leaving the name of the transferee blank. 5. APPOINTMENT OF ATTORNEY- IN- FACT Borrower hereby nominates and appoints Lender as attorney -in -fact to do all acts and things which Lender may deem necessary or advisable to perfect and continue perfected the security interest created by this Agreement. This power of attorney, being coupled with an interest, will be irrevocable for the term of this Agreement and all transactions under this Agreement and thereafter so long as any of the Secured Obligations remain in existence. Borrower ratifies and approves all acts of such attorney, and neither Lender nor its attorney will be liable for any acts or omissions or for any error of judgment or mistake of fact or law. Borrower will execute and deliver promptly to Lender all instruments necessary or desirable, as determined in Lender's discretion, to further Lender's exercise of the rights and powers granted it in this Section 5. ASSIGNMENT OF RIGHTS UNDER TIF AGREEMENT 110191-0084/140727390.1 7/30/18 PAGE 3