11.02 - Assign of Tax Abatement Agreement/SuperValu

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`'' ASSIGNMENT OF TAX ABATEMENT AGREEMENT FOR VALUE RECEIVED, the undersigned STEVEN M. QUISBERG and RUTH E. QUISBERG, husband and wife (collectively, "Borrower "), assigns to BREMER BANK, NATIONAL ASSOCIATION, a national banking association ( "Lender "), its rights under the tax abatement agreement or contract, together with any amendments, between Borrower and the CITY OF PEQUOT LAKES, MINNESOTA (the "City "), dated November 6, 2009 (collectively, the "Tax Abatement Agreement "). This ASSIGNMENT OF TAX ABATEMENT AGREEMENT ( "Assignment ") constitutes a present and absolute assignment to Lender as of the hereof, provided, however, Lender confers on Borrower the right to enforce the terms of the Tax Abatement Agreement so long as no Event of Default or event which would constitute an Event of Default after notice or the passage of time, or both, has occurred and is continuing under any of the Borrower Documents and is not cured within thirty (30) days. Upon the occurrence of an Event of Default or event which would constitute an Event of Default after notice or the passage of time, or both, under any of the Borrower Documents, which Event of Default is not cured within thirty (30) days, Lender may, in its sole discretion, give notice to the City of its intent to enforce the rights of Borrower under the Tax Abatement Agreement and may initiate or participate in any legal proceedings respecting the enforcement of said rights. Borrower acknowledges that by accepting this Assignment, Lender does not assume any of Borrower's obligations under the Tax Abatement Agreement. Borrower represents and warrants to Lender, as of the Effective Date, that (a) the Tax Abatement Agreement entered into by Borrower is in full force and effect and is enforceable in accordance `-- with its terms and no default, or event which would constitute a default after notice or the passage of time, or both, exists with respect to said Tax Abatement Agreement, (b) all copies of the Tax Abatement Agreement delivered to Lender are complete and correct and (c) Borrower has not assigned any of its rights under the Tax Abatement Agreement. Borrower shall deliver to Lender a true, complete and correct copy of all Tax Abatement Agreement entered into after the date hereof, promptly upon execution thereof. Borrower agrees (a) to pay and perform all obligations of Borrower under the Tax Abatement Agreement, (b) to enforce the payment and performance of all obligations of any other person or entity under the Tax Abatement Agreement, (c) not to modify the existing Tax Abatement Agreement nor to enter into any future Tax Abatement Agreement without Lender's prior written approval except as otherwise may be permitted in the Borrower Documents and (d) not to further assign, for security or any other purposes, its rights under the Tax Abatement Agreement without Lender's prior written consent. This Assignment is one of the Borrower Documents and secures payment and performance by Borrower of all obligations of Borrower under the Borrower Documents. This Assignment is supplemented by those provisions of the Loan Agreement (as defined herein) which apply to the Borrower Documents and said provisions are incorporated herein by reference. The term "Loan Agreement" as used herein shall mean the Construction Loan Agreement of even date herewith between Borrower and Lender, as well as any future building loan agreements or loan agreements between Borrower and Lender which refer to this Assignment.