NDC SKYLINE/FREM0NT 1 - 2006 - Laserfiche WebLink

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CONSENT TO ASSIGNMENT The undersigned, the City of Santa Ana (the "City"), hereby acknowledges that Borrower, pursuant to the Collateral Assignment of Cooperative Agreement for Off-Site Improvements (the "Assignment"; capitalized terms used herein and not defined have the meanings assigned to them in the Assignment) to which this Consent to Assignment is attached, has assigned to Lender all of Borrower's right, title and interest in, to and under the Sandpointe Agreement, and as additional security for the full, timely and faithful payment and performance by Borrower of Borrower's obligations in respect of the Loan and under the Loan Agreement and the other Loan Documents and City hereby consents thereto and agrees that all of the covenants, agreements, representations and warranties of City to Borrower under the Sandpointe Agreement shall be for the benefit of Lender and shall continue performance of all of City's obligations under the Sandpointe Agreement upon enforcement of Lender's rights under the Assignment and becoming entitled to the rights under the Sandpointe Agreement pursuant to the terms of the Assignment. City acknowledges the express terms of the Assignment and agrees that it will not take any action which is inconsistent with the assignment by Borrower of its right, title and interest in and under the Sandpointe Agreement provided, however, that City shall not be obligated to recognize the rights of Lender to the Sandpointe Agreement until the occurrence of an Event of Default under any of the Loan Documents, and Lender's election to exercise any and all of Lender's rights and remedies hereunder upon written notice to Borrower and City of same. During the time that this Assignment, and any further assignment, shall remain in effect, in consideration for City's execution of this Consent, and by their acceptance of this Consent, Borrower and Lender hereby agree pursuant to the terms of the Assignment that City shall be obligated for performance to oniy one of Borrower or Lender at anyone time in connection with the Sandpointe Agreement and in no event shall City be liable or obligated to perform under the Sandpointe Agreement to more than one such party at the same time. Borrower and Lender agree that upon the occurrence of an Event of Default under any of the Loan Documents and upon written notification to Borrower and City by Lender of its election to exercise any and all of Lender's rights and remedies hereunder, City shall only be obligated for performance and/or liable to Lender under and with respect to the Sandpointe Agreement until such time as an assignment may occur pursuant to the terms and subject to the conditions of the Assignment. If the iicense granted to Borrower in the Assignment is automatically revoked as set forth therein, and if Borrower cures each and every Event of Default under any of the Loan Documents to the satisfaction of the Lender and Lender elects to reconvey to Borrower a license to use and enjoy the benefits of the Sandpointe Agreement, pursuant to the terms and subject to the conditions of this Assignment, City shall have been deemed to have consented to such reconveyance upon Borrower providing City with written notice of the same. City further agrees that nothing herein shall impose upon Lender any obligation for payment or performance in favor of City, unless and until Lender notifies City in writing that Lender has elected to assert Borrower's rights under the Sandpointe Agreement and assume Borrower's obligations thereunder. All notices, demands, consents, requests or other communications that are permitted or required to be given by any party to the other hereunder shall be in writing and given in the manner specified in the Assignment. [SIGNATURE PAGE FOLLOWS] 780574.01/0C N6003-044/6-B-06/sij/sij -7-