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2.The Borrowerhereby represents and warrants that there have been no prior assignments of the Development Contract, that the Development Contract isvalid and an enforceable agreement and that neither the Citynor the Borrower is in default thereunder, and that all covenants, conditions and agreements have been performed as required therein, except those not to be performed until after the date thereof. The Borroweragrees not to sell, assign, pledge, mortgage or otherwise transfer or encumber its interests in the Development Contract as long as this Agreement is in effect. The Borrowerhereby irrevocably constitutes and appoints the Lender as its attorney-in-fact to demand, receive and enforce the Borrower’s rights with respect to the Development Contract for and on behalf of and in the name of the Borroweror, at the option of the Lender, in thename of the Lender, with the same force and effect as the Borrower could do if this Agreement had not been made. 3.This Agreement shall constitute a perfected, absolute and present assignment, provided that the Lender shall have no right under this Agreement to enforce the provisions of the Development Contract, or exercise any rights or remedies under this Agreement until an Event of Default (as that term is defined in the Loan Agreement) shall occur and be continuing. 4.Upon the occurrence of an Event of Default, the Lender may, without affecting any of its rights or remedies against the Borrowerunder any other instrument, document or agreement, exercise its rights under this Agreement as the Borrower’s attorney-in-fact in any manner permitted by law and in addition the Lender shall have the right to exercise and enforce any and all rights and remedies available after a default to a secured party under the Uniform Commercial Code as adopted in the State of Minnesota. If notice to the Borrowerof any intended disposition of collateral or of any intended action is required by law in any particular instance, such notice shall be deemed commercially reasonable if given in writing at least ten (10) days prior to the intended disposition or other action. 5.The Cityhereby consents and agrees to the terms and conditions of this Agreement. The Cityfurther represents and warrants to the Lender that the Development Contract is a valid agreementenforceable in accordancewith their terms and that neither the City nor the Borroweris in default thereunder, and that all covenants, conditions and agreements have been performed as required therein, except those not to be performed until after the date hereof. 6.The Cityagrees that all of its obligationsunder the Development Contract, shall in all respects, remain in full force and effect upon assignment from Borrower to Lender. . In addition, the Cityacknowledges that the terms of the Mortgage, not the Development Contract, shall control the use and disbursement of insurance proceeds and condemnation awards. 7.The Cityagrees that contemporaneously with any notice of default given under the Development Contract to the Borrowerthe Cityshall also provide the Lender with a copy of such notice of default, and the Lender shall have the right, but not the obligation, to cure any such default on behalf of the Borrowerwithin any applicable cure period provided for in the Development Contract. 8.The parties hereto agree that no change or amendment shall be made to the terms of the Development Contract without the prior written consent of the Lender. 3452404.1 2