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<br />
<br />1390/1144 01/04/18 - 5 - collateral assign v3
<br />abasse\bank america\artis-clearwater\loan documents
<br />11. Remedies. Upon the occurrence of an Event of Default, Bank may without demand or
<br />performance or other demand, advertisement, or notice of any kind, except such notice as may be required
<br />under the Uniform Commercial Code, and all of which are, to the extent permitted by law, hereby
<br />expressly waived, collect the amounts payable to Owner pursuant to the Development Agreement or the
<br />TIF Note and shall hold such amounts free and clear of the interest of Owner therein and shall be entitled
<br />to own, hold, dispose of and otherwise deal with the amounts payable pursuant to the Development
<br />Agreement and the TIF Note in its own right and name as its own property, or in the name of Owner or
<br />otherwise, exercise any right of Owner to demand, collect, receive and receipt for, compromise,
<br />compound, settle and prosecute and discontinue any suits or proceedings in respect of any or all of the
<br />amounts payable pursuant to the Development Agreement or the TIF Note; take any action that Bank may
<br />deem necessary or desirable in order to collect the amounts payable pursuant to the Development
<br />Agreement and the TIF Note, including, without limitation, the power to perform or direct the
<br />performance by any other party to any contracts which are a part of the Development Agreement; exercise
<br />any of the remedies available to a secured party under the Uniform Commercial Code and/or to proceed
<br />to protect and enforce this Assignment by suits or proceedings or otherwise; and to enforce any other
<br />legal or equitable remedy available to Bank. The foregoing remedies are cumulative of and in addition to
<br />and are not restrictive of or in lieu of, the rights or remedies provided for or allowed in the Mortgage, the
<br />Loan Documents or any other instrument given for the security of the Project Loan, or as provided for or
<br />allowed by law or in equity.
<br />12. Indemnity. Unless and until Bank delivers an Assumption Notice, Bank shall have no
<br />obligation to perform or satisfy any duty or obligation of Owner under the Development Agreement.
<br />Owner shall and does hereby indemnify, defend and hold Bank harmless from and against and in respect
<br />of any and all actions, causes of action, suits, claims, demands, judgments, proceedings and investigations
<br />(or any appeal thereof or relative thereto or other review thereof) of any kind or nature whatsoever,
<br />arising out of, by reason of, as a result of or in connection with the Development Agreement or the TIF
<br />Note, and any and all liabilities, damages, losses, costs, expenses (including fees of counsel and expenses
<br />and disbursements of counsel), amounts of judgment, assessments, fines or penalties, and amounts paid in
<br />compromise or settlement, suffered, incurred or sustained by Bank as a result of, or reason of or in
<br />connection with any of the matters above.
<br />13. Uniform Commercial Code. To the extent that this Assignment may be governed by the
<br />provisions of the Uniform Commercial Code now or hereafter in effect, this Assignment shall be deemed
<br />to be a security agreement within the meaning of the Uniform Commercial Code, shall be governed by the
<br />provisions thereof and shall constitute a grant to Bank of a security interest in the Development
<br />Agreement, the TIF Note (upon its issuance) and the proceeds thereof.
<br />14. Choice of Law; Jurisdiction. Notwithstanding the place of execution of this instrument,
<br />the parties to this Assignment have contracted for Minnesota law to govern this Assignment and it is
<br />agreed that this Assignment is made pursuant to, and shall be construed and governed by, the laws of the
<br />State of Minnesota without regard to the principles of conflicts of law, and the parties hereby submit to
<br />the jurisdiction of the state and federal courts located in the State of Minnesota for purposes of resolving
<br />disputes under this Assignment.
<br />15. Notices. Any notices and other communications permitted or required by the provisions
<br />of this Assignment (except for telephonic notices expressly permitted) shall be in writing and shall be
<br />deemed to have been properly given or served by depositing the same with the United States Postal
<br />Service, or any official successor thereto, designated as Certified Mail, Return Receipt Requested, bearing
<br />adequate postage, or deposited with a reputable private courier or overnight delivery service, and
<br />addressed to the address set forth herein. Each such notice shall be effective upon being deposited as
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