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CONSENT OF THE COUNTERPARTIES <br />THE UNDERSIGNED join in the execution of this Assignment for the purposes of (i) approving the <br />collateral assignment of the Development Agreement by Debtor pursuant to this Assignment, (ii) acknowledging <br />that Lender is relying upon the Counterparties in the performance of its obligations under the Development <br />Agreement in making the Ioans contemplated under the Loan Agreement, and (iii) acknowledging that Debtor owns <br />and holds all right, title and interest in the Development Agreement (a true and correct copy of which attached <br />hereto as Exhibit A). Upon written notice of the occurrence and continuation of an Event of Default, the <br />undersigned hereby agree to make all payments to be made to Debtor under the Development Agreement directly to <br />Lender for the benefit of Debtor and provided in this Assignment. The undersigned hereby confirm the amount set <br />forth in Section 2(h) as being the amount owing to Debtor with respect to the Development Agreement, which <br />amount is not subject to any offset or counterclaim as of the Effective Date. <br />EXECUTED as of the date of the acknowledgment below, but to be effective as of the Effective Date. <br />COUNTERPARTIES. <br />REINVESTMENT ZONE NUMBER ONE, CITY OF LA PORTE, TEXAS <br />By: <br />Name: <br />Title: <br />STATE OF TEXAS <br />COUNTY OF <br />This instrument was acknowledged before me on P 2012, by <br />of REINVESTMENT ZONE NUMBER ONE, <br />CITY OF LA PORTE, TEXAS, on behalf of said entity. <br />[SEAL] <br />Notary Public, State of Texas <br />SIGNATURES OF COUNTERPARTIES CONTINUED ON THE FOLL0WNG PAGE <br />COLLATERAL ASSIGNMENT OF DEVELOPMENT AGREEMENT — PAGE 6 <br />THE NORTHERN TRUST COMPANY -- PORT CROSSING LAND, LP <br />