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172981796v3 <br /> <br /> 2 <br /> <br />(b) receive or collect or permit the receipt or collection of any payments, <br />receipts, rentals, profits or other moneys under the Loan Agreement (except as allowed under <br />Section 7.9 thereof) or assign, transfer or hypothecate (other than to the Lender hereunder) any of <br />the same then due or to accrue in the future. <br />5. The City expressly covenants and agrees that the Lender shall be entitled to receive <br />all payments under the Loan Agreement (except any payments due the City under Section 7.9 <br />thereof), and hereby authorizes and directs the Borrower to make such payments directly to the <br />Lender. The Lender covenants and agrees that all payments received by the Lender pursuant to <br />the Loan Agreement shall be applied as provided in the Loan Agreement. <br />6. The Lender agrees to advance the purchase price of the Note directly to the <br />Borrower as provided in the Note and the Loan Agreement. In accordance with Section 7.9 of the <br />Loan Agreement the Lender hereby assumes the City’s and Lender’s obligations to the Borrower <br />thereunder except for the City’s obligations in connection with its representations in Section 2.1 <br />of the Loan Agreement which are not being assumed. <br />7. If an Event of Default (as defined in the Loan Agreement) shall occur and be <br />continuing, the Lender may exercise any one or more or all, and in any order, of the remedies <br />hereinafter set forth, in addition to any other remedy at law or in equity or specified in the Loan <br />Agreement, it being expressly understood that no remedy herein conferred is intended to be <br />exclusive of any other remedy or remedies; but each and every remedy shall be cumulative and <br />shall be in addition to every other remedy given herein or now or hereafter existing at law or in <br />equity or by statute: <br />(a) The Lender may, without prior notice of any kind declare the principal of <br />and interest accrued and any premium (as described in the Loan Agreement) on the Note <br />immediately due and payable. <br />(b) The Lender may exercise any rights and remedies and options of a secured <br />party under the Uniform Commercial Code as adopted in the State of Minnesota and any and all <br />rights available to it under the Loan Agreement and Mortgage (as defined in the Loan Agreement) <br />securing payment of the Note. <br />8. Whenever any of the parties hereto is referred to, such reference shall be deemed <br />to include the successors and assigns of such party; and all the covenants, promises and agreements <br />in this Pledge Agreement contained by or on behalf of the City or the Lender shall bind and inure <br />to the benefit of the respective successors and assigns of such parties whether so expressed or not. <br />9. The unenforceability or invalidity of any provision or provisions of this Pledge <br />Agreement shall not render any other provision or provisions herein contained unenforceable or <br />invalid. <br />10. This Pledge Agreement shall in all respects be construed in accordance with and <br />governed by the laws of the State of Minnesota. This Pledge Agreement may not be amended or <br />modified except in writing signed by the City and the Lender.