12-12-2016 EDA Packet - Laserfiche WebLink

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CORE/0808310.0004/125458168.8 6 provided for or allowed in the Mortgage, the Loan Documents or any other instrument given for the security of the Project Loan, or as provided for or allowed by law or in equity. 12. Indemnity. Unless and until Bank delivers an Assumption Notice, Bank shall have no obligation to perform or satisfy any duty or obligation of Developer under the Development Agreement. Developer shall and does hereby indemnify, defend and hold Bank harmless from and against and in respect of any and all actions, causes of action, suits, claims, demands, judgments, proceedings and investigations (or any appeal thereof or relative thereto or other review thereof) of any kind or nature whatsoever, arising out of, by reason of, as a result of or in connection with the Development Agreement or the TIF Note, and any and all liabilities, damages, losses, costs, expenses (including fees of counsel and expenses and disbursements of counsel), amounts of judgment, assessments, fines or penalties, and amounts paid in compromise or settlement, suffered, incurred or sustained by Bank as a result of, or reason of or in connection with any of the matters above. 13. Uniform Commercial Code. To the extent that this Assignment may be governed by the provisions of the Uniform Commercial Code now or hereafter in effect, this Assignment shall be deemed to be a security agreement within the meaning of the Uniform Commercial Code, shall be governed by the provisions thereof and shall constitute a grant to Bank of a security interest in the Development Agreement, the TIF Note (upon its issuance) and the proceeds thereof. 14. Choice of Law. Notwithstanding the place of execution of this instrument, the parties to this Assignment have contracted for Minnesota law to govern this Assignment and it is agreed that this Assignment is made pursuant to, and shall be construed and governed by, the laws of the State of Minnesota without regard to the principles of conflicts of law. 15. Notices. Any notices and other communications permitted or required by the provisions of this Assignment (except for telephonic notices expressly permitted) shall be in writing and shall be deemed to have been properly given or served by depositing the same with the United States Postal Service, or any official successor thereto, designated as Certified Mail, Return Receipt Requested, bearing adequate postage, or deposited with a reputable private courier or overnight delivery service, and addressed to the address set forth herein. Each such notice shall be effective upon being deposited as aforesaid. Rejection or other refusal to accept or the inability to deliver because of changed address of which no notice was given shall be deemed to be receipt of the notice sent. To Bank: UMB Bank N.A. 1000 Grand Blvd. Kansas City, Missouri 64106 Attention: Randy Timbers Telephone No.: 816-860-7256