10A Action 2012 0618 - Laserfiche WebLink

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6. Assignor represents and warrants to City that no previous assignment of its respective rights or interest in or to any of the Assigned Documents has been made other than pursuant to the Original Assignment Agreement. So long as the City holds or retains any interest under the Restated Loan Agreement or the Restated Predevelopment Note, Assignor agrees not to assign, sell, pledge, transfer, mortgage, or hypothecate its respective rights or interest in any of the Assigned Documents without prior written approval of the City; provided however, the City approves the Assignor's assignment of such rights and interests to Project lenders approved pursuant to the Financing Plan as it may be updated. 7. This Agreement shall be binding upon and inure to the benefit of the heirs, legal representatives, assigns, and successors -in- interest of Assignor and the City. 8. Unless an Event of Developer Default (as defined in the Restated Loan Agreement) shall have occurred or Assignor terminates the Restated Loan Agreement pursuant to Section 4.1.2 b thereof, Assignor shall be entitled (subject to the provisions of Section 5 above) to enjoy and enforce all of its rights under the Assigned Documents. If such an Event of Developer Default or termination occurs and City gives written notice (an "Exercise Notice ") to any Contractor who is a party to any Assigned Document, which Exercise Notice refers to this Agreement, states that an Event of Developer Default or termination has occurred, and states that City intends to exercise its rights under this Agreement, then the City shall be entitled thereafter to enjoy and enforce all of the rights of Assignor under such Assigned Document and shall become bound to perform all future obligations of Assignor thereunder, it being understood that in no event shall City be liable for payments or costs relating to any work which any Contractor has performed prior to the date of City's delivery of such Exercise Notice. Unless and until such Exercise Notice is given, City shall not be obliged to perform any of the obligations of Assignor under the Assigned Documents. 9. Assignor represents and warrants that to the best of its knowledge after reasonable inquiry, there are no defaults under any Assigned Document by any party thereto. 10. Assignor further represents and warrants that all sums due and owing to any Contractor to date under any Assigned Document have been duly paid in full, except to the extent deferral of such sums is allowed pursuant to such Assigned Document. 11. As provided in this Section 10 , City may assign its rights under this Agreement, and the Assigned Documents, and the rights and obligations of any assignee of City shall be the same as provided herein as to City and Contractor. City may, in its discretion, make any such assignment to the City of San Leandro, a municipal corporation, and may make any such assignment to a third party, with the consent of Assignor and the Contractor who is a party to such Assigned Documents, 1902229.2 3