02-02-12 LPRDA/TIRZ - Laserfiche WebLink

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Agreement and the Payment Rights. Debtor will defend at its expense Lender's right, title and security interest in and to the Development Agreement and the Payment Rights against the claims of any Hurd party. (c) The execution, delivery, and performance of this Assignment by Debtor has been duly authorized by all necessary action by Debtor, and this Assignment constitutes a legal, valid and binding obligation of Debtor, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency or similar laws of general application relating to the enforcement of creditors' rights and except to the extent specific remedies may generally be limited by equitable principles. (d) Debtor's execution, delivery and performance of this Assignment and the consummation of the transactions contemplated thereby by Debtor, do not (i) conflict with, result in a violation of, or constitute a default under (1) any provision of its organizational documents or other instrument binding upon Debtor, (2) any law, governmental regulation, court decree or order applicable to Debtor, or (3) any contractual obligation, agreement, judgment, license, order or permit applicable to or binding upon Debtor, (ii) require the consent, approval or authorization of any third party which consent or approval has not been obtained, or (iii) result in or require the creation of any lien, charge or encumbrance upon any property or assets of Debtor except as may be expressly contemplated by this Assignment. (e) Debtor has no actual knowledge that the Counterparties have asserted any default or non- performance by Debtor of Debtor's duties and obligations under the Development Agreement, Debtor has performed all of Debtor's duties and obligations which are now due and performable under the Development Agreement, and no defense or counter -claim exists with respect to the duties and obligations of the Counterparties under the Development Agreement. (f) Debtor hereby certifies to Lender that (i) the amount which is owing to Debtor under the Development Agreement is NINE MILLION NINE HUNDRED SEVENTEEN THOUSAND SIX HUNDRED SEVENTY-SIX AND N01100 DOLLARS ($9,917,676.00) which amount includes accrued and unpaid interest in the amount of ONE HUNDRED EIGHTEEN THOUSAND SIX HUNDRED SIXTY-FOUR AND NO1100 DOLLARS ($118,664.00), and (ii) such aggregate sum is, as of the Effective Date, owing without defense, offset or counterclaim by the Counterparties. 3. Covenants and Aereements. Debtor hereby covenants in favor of Lender as follows: (a) Debtor will perform all of its duties and obligations under the Development Agreement in accordance with the terms thereof. Debtor shall not amend, alter or modify the Development Agreement without the express prior written consent of Lender. (b) Debtor shall promptly notify Lender of any default by Debtor or the Counterparties in the performance of their respective duties and obligations under the Development Agreement and shall immediately remedy any default by Debtor thereunder. (c) Debtor shall execute such further and additional instruments and assignments as may be requested by Lender to vest in Lender a valid security interest in and to all rights, title and interest of Debtor in and to the Development Agreement and the Payment Rights. (d) Debtor will not take any action that would in any manner impair the enforceability of Lender's security interest in the Development Agreement or the Payment Rights. Debtor (i) will, if requested by Lender, strictly enforce the terms and conditions of the Development Agreement, and (ii) shall not grant any waiver or indulgence with respect the Development Agreement. 4. Lender as Agent. Debtor hereby agrees as follows: (a) Upon the occurrence and during the continuation of a Event of Default (which includes a default under the Development Agreement), Lender shall be irrevocably appointed agent and attomey-in- fact as to performance by Debtor of its obligations under the Development Agreement, and as to the enforcement of Debtor's rights and remedies under the Development Agreement; COLLATERAL ASSIGNMENT OF DEVELOPMENT AGREEMENT — PAGE 2 THE NORTHERN TRUST COMPANY — PORT CROSSING LAND, LP