02-02-12 LPRDA/TIRZ - Laserfiche WebLink

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(b) All reasonable costs, expenses and liabilities incurred and payments made by Lender as agent and attorney -in -fact shall be considered a loan by Lender to Debtor which shall be repayable on demand and which shall bear interest at the Maturity Rate (as defined in the Note referred to in the Loan Agreement); (c) Regarding the existence of any Event of Default for purposes of this Assignment, Debtor agrees that the Counterparties may rely upon written certifications from Lender that such an Event of Default exists; and (d) Notwithstanding the foregoing, Lender shall have no obligation whatsoever to perform any of Debtor's obligations under the Development Agreement. 5. Foreclosure. This Assignment is executed as additional security for the payment of the Indebtedness and all other indebtedness owing or to become owing by Debtor to Lender, and it is expressly stipulated, covenanted and agreed that an Event of Default by Debtor under the terms of the Loan Agreement shall constitute a default under the terms of this Assignment and that foreclosure under the Deed of Trust (as defined in the Loan Agreement) or this Assignment shall operate to foreclose fully the rights of Debtor arising from the Development Agreement, and in such event, all rights of Debtor under the Development Agreement shall be vested in the successful bidder at such foreclosure. In addition, Lender shall have all other rights and remedies of a secured parry under the Code. 6. Debtor Remains Liable. Notwithstanding anything to the contrary contained herein, (a) Debtor shall remain liable under Development Agreement to the extent set forth therein to perform all of Debtor's duties and obligations thereunder to the same extent as if this Assignment had not been executed; (b) the exercise by Lender of any of its rights hereunder shall not release Debtor from any of its duties or obligations under the Development Agreement; and (c) Lender shall not have any obligation or liability under any Development Agreement by reason of this Assignment, nor shall Lender be obligated to perform any of the obligations or duties of Debtor thereunder or to take any action to collect or enforce any claim for payment assigned hereunder. 7. Receipt of Payments. All payments with respect to the Payment Rights and other amounts and proceeds received by Debtor in respect of the Development Agreement shall be received in trust for the benefit of Lender and shall be paid to Lender as provided under Section 2(d)(ii) of the Loan Agreement. Upon payment of such sums as are required by Section 2(d)(ii) of the Loan Agreement during any Payment Year, Debtor may retain the balance of any amounts received in connection with any such payments received during a Payment Year pursuant to the Development Agreement. 8. General. Debtor hereby further agrees as follows: (a) No remedy or right conferred upon Lender by operation of law, by this Assignment, Loan Agreement, the Deed of Trust, or by any other instrument executed by Debtor in connection therewith is intended to be, nor shall it be, exclusive of any other right or remedy, but each and every remedy or right shall be cumulative and shall be in addition to every other remedy or right conferred upon Debtor and each and every such remedy or right may be pursued by Lender in such manner or order, together or separately, and at such times as Lender may elect. (b) If any term or provision of this Assignment, or the application thereof to any person or circumstance shall, to any extent be invalid or unenforceable, the remainder of this Assignment, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each term and provision of this Assignment shall be valid and be enforced to the fullest extent permitted by law. (c) Notice provided for in this Assignment must be in writing, and shall be given or served in the same manner as specified in the Loan Agreement. 9. Invalid Provisions. If any provision of the this Assignment are held to be illegal, invalid or unenforceable under present or future laws, such provision shall be fully severable and the remaining provisions of COLLATERAL ASSIGNMENT OF DEVELOPMENT AGREEMENT — PAGE 3 THE NORTHERN TRUST COMPANY — PORT CROSSING LAND, LP