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THE NORTHERN TRUST COMPANY LOAN NO.
<br />COLLATERAL ASSIGNMENT OF DEVELOPMENT AGREEMENT
<br />THIS COLLATERAL ASSIGNMENT OF DEVELOPMENT AGREEMENT (as amended, modified
<br />or restated from time to time, this "Assignment") dated as of JANUARY 30, 2012 (the "BLfective Date"), is
<br />executed by PORT CROSSING LAND, LP, a Texas limited partnership ("Debtor''), with offices at 3330 S. Sam
<br />Houston Parkway E., Houston (Harris County), TX 77047, for the benefit of THE NORTHERN TRUST
<br />COMPANY, a state bank organized under Illinois law (together with its successors and assigns, "Lender'') with
<br />offices at 2701 Kirby Drive, Houston (Harris County), TX 77098.
<br />RECITALS
<br />WHEREAS, Lender and Debtor have entered into a LOAN AGREEMENT dated as of the Effective Date
<br />(as amended, modified or restated from time to time, the "Loan Agreement'; capitalized terms not defined herein
<br />shall have the same meanings as in the Loan Agreement and in the Deed of Trust, as such term is defined in the
<br />Loan Agreement).
<br />WHEREAS, Debtor, REINVESTMENT ZONE NUMBER ONE, CITY OF LA PORTE, TEXAS, a
<br />tax increment reinvestment zone created by the CITY OF LA PORTE, TEXAS ("LaPorte Zone"), and LA
<br />PORTE REDEVELOPMENT AUTHORITY, a local government corporation ("La Porte Authority" and
<br />together with La Porte Zone, the "Counterparties"), have entered into that certain DEVELOPMENT
<br />AGREEMENT dated as of MAY 24, 2006 as amended by that certain FIRST AMENDMENT TO
<br />DEVELOPMENT AGREEMENT dated as of APRIL 27, 2011 between the Counterparties and Lender (true,
<br />correct and complete copies of which are attached hereto as Exhibit A, as amended, the "DevelopmentAQreernent'},
<br />whereby Debtor has agreed to construct improvements with respect to the real property described therein.
<br />WHEREAS, to further secure Lender in the payment of the Indebtedness (as defined in the Loan
<br />Agreement), Debtor desires to transfer, pledge, and assign all of Debtor's rights, title and interest in and to the
<br />Development Agreement to Lender;
<br />NOW, THEREFORE, in consideration of the premises herein and other good and valuable consideration,
<br />the receipt and sufficiency of which are hereby acknowledged, Debtor hereby agrees in favor of Lender as follows:
<br />I. Assignment. As security for Debtor's obligation to repay the Indebtedness, Debtor hereby
<br />transfers, pledges, and assigns to Lender, its successors and assigns, and grants Lender a security interest in all right,
<br />title and interest of Debtor in and to the Development Agreement, including, without limitation, all disbursement
<br />rights, reimbursement payments, payment rights, and all other rights to payment under the Development Agreement
<br />(the "Payment Rights"). This Assignment shall constitute a security agreement within the meaning of the Code (as
<br />defined in the Loan Agreement). Upon the occurrence and during the continuation of an Event of Default (as such
<br />term is defined in the Loan Agreement), Debtor hereby irrevocably instructs the Counterparties (upon receipt of
<br />written notice from Lender that an Event of Default has occurred and is continuing) to make any and all payments
<br />owing to Debtor under the Payment Rights directly to Lender. Counterparties are authorized to rely, without
<br />independent inquiry, on any such notice from Lender of the occurrence and continuation of an Event of Default until
<br />such notice shall be rescinded in writing by Lender. Any such payment shall fully discharge the Counterparties with
<br />respect to any obligations for which the payment is made.
<br />2. Representations and Warranties. Debtor hereby represents and warrants to Lender that:
<br />(a) A true, correct and complete copy of the Development Agreement has been attached to
<br />this Assignment as Exhibit A (together with all other amendments, modifications or understandings relating
<br />thereto). The Development Agreement is in full force and effect.
<br />(b) Debtor has not executed any prior assignment, pledge or hypothecation of its rights under
<br />the Development Agreement or the Payment Rights. Lender has a first priority lien in the Development
<br />COLLATERAL ASSIGNMENT OF DEVELOPMENT AGREEMENT — PAGE I
<br />THE NORTHERN TRUST COMPANY — PORT CROSSING LAND, LP
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