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3 <br />or otherwise transfer or encumber their respective interest in the Development <br />Agreement (with respect to the Phase I Project) as long as this Agreement is in <br />effect. The Redeveloper and the Phase I Land Owner hereby irrevocably constitute <br />and appoint the Lender as its respective attorney-in-fact to demand, receive and <br />enforce their rights with respect to the Development Agreement (with respect to the <br />Phase I Project) for and on behalf of and in the name of the Redeveloper or the <br />Phase I Land Owner, as the case may be, or, at the option of the Lender, in the name <br />of the Lender, with the same force and effect as the Redeveloper or the Phase I <br />Land Owner, as the case may be, could do if this Agreement had not been made. <br />3. This Agreement shall constitute a perfected, absolute and present assignment, <br />provided that the Lender shall have no right under this Agreement to enforce the <br />provisions of the Development Agreement, or exercise any rights or remedies under <br />this Agreement unless an Event of Default shall occur and be continuing. <br />4. Upon the occurrence and during the continuance of an Event of Default, the Lender <br />may, without affecting any of its rights or remedies against the Redeveloper and <br />the Phase I Land Owner under any other instrument, document or agreement, <br />exercise its rights under this Agreement as attorney-in-fact for the Redeveloper and <br />the Phase I Land Owner in any manner permitted by law and in addition the Lender <br />shall have the right to exercise and enforce any and all rights and remedies available <br />after a default to a secured party under the Uniform Commercial Code as adopted <br />in the State of Minnesota. If notice to the Redeveloper or the Phase I Land Owner <br />of any intended disposition of collateral or of any intended action is required by <br />law in any particular instance, such notice shall be deemed commercially <br />reasonable if given in writing at least ten (10) days prior to the intended disposition <br />or other action. <br />5. The Authority and the City consent and agree to the terms and conditions of this <br />Agreement. The Authority and the City further represent and warrant to the Lender <br />that the Development Agreement is a valid agreement enforceable against the <br />Authority and the City in accordance with its terms and that to the knowledge of <br />the undersigned neither the Authority, the City, the Redeveloper nor the Phase I <br />Land Owner is in default thereunder, and that all covenants, conditions and <br />agreements have been performed as required therein, except those not to be <br />performed until after the date hereof. <br />6. The Authority and the City hereby agree that any agreement of the Redeveloper or <br />the Phase I Land Owner to indemnify the Authority or the City pursuant to the <br />Development Agreement is not the obligation of, nor shall any provisions in such <br />article impose any obligation upon, the Lender, its successors and/or assigns until <br />such time as the Lender, in its discretion, exercises its rights hereunder and assumes <br />the obligations of the Redeveloper or the Phase I Land Owner under the <br />Development Agreement. <br />7. The Authority and the City hereby approve the financing for the Phase I Project as <br />contemplated by the Loan Documents to the extent such approval is required under <br />the Development Agreement. Such approval does not in any way constitute an <br />33