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<br /> 6 <br />defending the validity or enforceability of this Rebate Agreement against any challenge <br />by any third Party. Any funds appropriated for payment under this Rebate Agreement <br />shall be escrowed in a separate LRC account in the event there is a legal challenge to <br />this Rebate Agreement. In the event performance of any material term of this Rebate <br />Agreement is rendered impossible as the result of any legal challenge, the LRC at its <br />option may terminate this Rebate Agreement, in which case the Parties’ obligations <br />hereunder shall terminate; provided, however, that the LRC shall pay to Developer any <br />Pledged Revenues accrued and appropriated for payment under this Rebate <br />Agreement prior to such termination, to the extent permitted by law and any applicable <br />court order. <br /> <br />8. Assignment. This Rebate Agreement is personal to Developer and <br />Developer may not assign any of the obligations, benefits or provisions of the Rebate <br />Agreement in whole or in any part without the expressed written authorization of the <br />LRC. Any purported assignment, transfer, pledge, or encumbrance made without such <br />prior written authorization shall be void. <br /> <br />9. No Joint Venture. Nothing is this Rebate Agreement is intended or shall <br />be construed to create a joint venture between the LRC and Developer and the LRC <br />shall never be liable or responsible for any debt or obligation of Developer. <br /> <br />NEXT PAGE IS THE SIGNATURE PAGE