11-29-06 Meeting of the La Porte Redevelopment Authority Minutes

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1. Assignment. To secure Assignor's liabilities under the Notes and any other obligations of Assignor to Assignee under the Loan Documents (collectively, the "Liabilities"), Assignor hereby assigns to Assignee, and grants to Assignee a security interest in all of the following property whether now existing or hereafter acquired: (i) the Development Agreement, a copy of which is attached hereto as Exhibit "B" and made a part hereof, and (ii) any proceeds of the foregoing (collectively referred to as the "Collateral"). Assignor grants to Assignee exclusive and full power and authority, at any time, subsequent to the occurrence of an "Event of Default" (as defined in the Loan Agreement) to act in Assignor's name, place and stead under the Development Agreement and with respect to the Collateral, and to perform all acts, and exercise all rights and remedies, which Assignor could perform and exercise thereunder, and hereby irrevocably appoints Assignee as Assignor's true and lawful attorney, with full power of substitution, for the sole use and benefit of Assignee, to perform such acts and exercise such rights and remedies subsequent to the occurrence of an Event of Default. All rights and remedies referred to above shall be cumulative and non-exclusive. 2. Representations and Warranties. Assignor hereby represents and warrants to Assignee that: (a) Except as provided pursuant to this Assignment, Assignor has not assigned or pledged the Development Agreement or any interest therein; (b) The Development Agreement is enforceable in accordance with their terms and all applicable laws. 3. Payments. Subsequent to the occurrence of an Event of Default, all payments due Assignor under the terms of the Development Agreement or the Collateral shall be paid to Assignee and applied on account of the Liabilities. 4. Duties. Assignor agrees that it will not assign or pledge any interest in the Development Agreement or agree to any amendment or modification to the Development Agreement without the prior written consent of Assignee. Assignor hereby covenants and agrees to promptly send to Assignee copies of all notices and communications which it receives with respect to the Development Agreement. Assignor further agrees to promptly perform its obligations under the Development Agreement. In the event Assignor fails to perform any obligation arising under the Development Agreement, Assignee may, but need not, payor perform such obligations at the expense and for the account of Assignor and all funds expended for such purposes shall be secured hereby and Assignor shall reimburse Assignee therefor immediately upon demand. Such funds shall bear interest after demand until paid at the Default Rate (as defined in the Notes.) 5. Notices. All notices under this Assigllment shall be in writing and shall be delivered pursuant to the terms of the Loan Agreement. Any requirement of the applicable Uniform Commercial Code for reasonable notification shall be met by the giving of such noticeaat least ten (10) days prior to the event for which such notification is required. 6. Disclaimer. This Assignment constitutes an assignment of the rights of Assignor with respect to the Development Agreement only and not an assignment or delegation of any H-654752-LDOC 2