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47055233v2 2 AGREEMENT NOW, THEREFORE, in consideration of the foregoing recitals, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the parties, the parties agree as follows: 1. Collateral Assignment of Contract. As additional security for performance by the Developer of its obligations under the Loan Documents, the Developer does hereby bargain, sell, assign and set over unto the Lender, for so long as any indebtedness pursuant to the Loan Documents shall remain outstanding, all of the Developer’s right, title and interest in and to the Contract. This Assignment shall constitute a perfected, absolute and present assignment, provided that Lender shall have no right under this Assignment to enforce the provisions of said Contract until the occurrence of an Event of Default as defined in the Loan Agreement or under any of the Loan Documents. Upon the occurrence of an y such Event of Default, Lender may, without affecting any of its rights or remedies against Developer under any other instrument, document or agreement, exercise its rights under this Assignment as Developer’s attorney-in-fact in any manner permitted by law, and in addition, Lender shall have and possess, without limitation, any and all rights and remedies of a secured party under the Minnesota Uniform Commercial Code or otherwise provided by law. For purposes of exercising any available rights and remedies of a secured party, ten (10) days written notice shall constitute commercially reasonable notice where such is required by the Minnesota Uniform Commercial Code. The Developer’s assignment of its rights under the Contract is absolute and irrevocable. The Developer hereby indemnifies and holds the City harmless from and against any claims or liabilities arising or purporting to arise from the City’s performance of its obligations under this Assignment excluding claims, demands liabilities, losses, lawsuits, judgments, costs and expenses caused by the Lender’s breach, negligence or intentional and wrongful acts. 2. Consent to Assignment. The Developer and the City, by executing this Assignment, agree that the Lender does not assume any of the obligations of the Developer under or with respect to the Contract unless and until the Lender shall have given to the City written notice that it has affirmatively exercised its right to exercise the collateral assignment made by this Agreement and to assume performance under the Contract. The Lender shall have the right, but not the obligation, to cure any defaults of the Developer under the Contract. 3. No Assumption of Liability by Lender. The Developer and the City agree that the Lender does not assume any of the obligations or duties of the Developer under or with respect to the Contract unless and until the Lender shall have given to the City written notice that it has affirmatively exercised its right to exercise the collateral assignment effected by this Contract and to assume performance under the Contract. 4. Notices. The Lender agrees to provide notice to the City of any default under the Loan Documents which has resulted, or with the passage of time could result, in the acceleration of the Note or foreclosure of the Mortgage. The City agrees to provide notice to the Lender of any default under the Contract which could result in the termination of the Contract, or a loss of or