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I . For the purpose of securing the Loan, Assignor hereby transfers and collaterally assigns
<br />to Lender, its successors and assigns, and grants to the Lender a security interest in, all of
<br />Assignor's right, title and interest in and to the Development Agreement and the TIF Note.
<br />2. Assignor shall not take or omit to take any action, the taking or omission of which might
<br />result in an alteration or impairment of (a) the Development Agreement, (b) the TIF Note, (c)
<br />this Collateral Assignment, or (e) any of the rights oreated by the aforementioned documents in
<br />the foregoing subparagraphs (a) (e).
<br />3. Assignor represents and warrants to Lender that: (a) Assignor has not assigned or
<br />pledged, and hereby covenants that it will not assign or pledge, so long as this Collateral
<br />Assignment shall remain in effect, any of its right, title or interest in or under the Development
<br />Agreement and/or the TIF Note to anyone other than Lender, its successors or assigns, and that it
<br />will not, except upon the prior written consent of Lender and upon the terms and conditions, if
<br />any, specified in any such consent, enter into any agreement amending or supplementing the
<br />Development Agreement and/or the TIF Note, or settle or compromise any claim against the
<br />maker of the TIF Note; (b) Assignor's right, title and interest in and to the TIF Note is not now
<br />subject to any lien, encumbrance or security interest; (c) to Assignor's knowledge, the
<br />Development Agreement and/or the TIF Note are in all respects in full force and effect and
<br />enforceable in accordance with their terms; and (d) to Assignor's knowledge, no default exists
<br />under the Development Agreement and/or the TIF Note as of the date of this Collateral
<br />Assignment.
<br />4, This Collateral Assignment shall be binding upon Assignor, its heirs, successors and
<br />assigns, and shall inure to the benefit of Lender, its successors and assigns,
<br />5, To the extent permitted by applioable law, Assignor waives all claims, damages and
<br />demands it may acquire against Lender arising out of the exercise by it of any rights hereunder,
<br />except for the Lender's gross negligence or willful misconduct, If any notice of a proposed sale
<br />or other disposition of the TIF Note shall be required by law, such notice shall be deemed
<br />reasonable and proper if given at least ten (10) days before such sale or other disposition.
<br />6. All rights and remedies afforded to Lender by reason of this Collateral Assignment and
<br />any other Loan Document, or by law, are separate and cumulative and not alternative to the
<br />exercise of any other of such rights or remedies, No delay or omission by Lender in exercising
<br />any such right or remedy shall operate as a waiver thereof, No waiver of any right or remedy
<br />hereunder, and no modification or amendinent hereof, shall be deemed made by Lender unless in
<br />writing and duly signed by an expressly authorized officer of Lender, Any such written waiver
<br />shall apply only to the particular instance specified therein and shall not impair the further
<br />exercise of such right or remedy or of any other right or remedy of Lender, and no single or
<br />partial exercise of any right or remedy hereunder shall preclude other or further exercise thereof
<br />or of any other right or remedy,
<br />7. Any provision of this Collateral Assignment which is prohibited or; unenforceable in any
<br />jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or
<br />unenforceability without invalidating the remaining provisions of this Collateral Assignment or
<br />affecting the validity or enforceability of such provision in any other jurisdiction.
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