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<br />A-2006-140
<br />
<br />Loan No.: 950114974
<br />
<br />COLLATERAL ASSIGNMENT OF COOPERATIVE AGREEMENT FOR
<br />OFF-SITE IMPROVEMENTS
<br />
<br />THIS COLLATERAL ASSIGNMENT OF COOPERATIVE AGREEMENT FOR OFF-SITE
<br />IMPROVEMENTS (this "Assignment"), dated as of June _12::_, 2006, is made and given by NDC
<br />SKYLINE ASSOCIATES, LLC, a Delaware limited liability company, having its offices at 1 MacArthur
<br />Place, Suite 300, Santa Ana, California 92707 ("Borrower") in favor of FREMONT INVESTMENT &
<br />LOAN, a California industrial bank, as Lender ("Lender"), with respect to the following Recitals:
<br />
<br />RECITALS:
<br />
<br />A. Nexus Development Corporation/Central Division, Inc, a California Corporation, and The
<br />Grand Plan 2, LLC, a California limited liability company (collectively "Nexus"), predecessors in interest to
<br />Borrower, Coastal Rim Properties, Inc., a California Corporation ("Geneva Commons"), the Sandpointe
<br />Neighborhood Association, Inc., a California non-profit public benefit and federal 501 (c)(3) corporation
<br />("Sandpointe"), the Community Redevelopment Agency of The City of Santa Ana, a public body
<br />corporate and politic ("Agency") and the City of Santa Ana, a charter city and municipal corporation duly
<br />authorized under the Constitution and the laws of the State of California ("City"), are parties to that certain
<br />Cooperative Agreement for Off-Site Improvements dated as of August 4, 2005 (the "Sandpointe
<br />Agreement"), pursuant to which Nexus, Geneva Commons and Sandpointe agreed to, among other
<br />things, construct certain improvements for the benefit of the City.
<br />
<br />B. On or about June ___, 2006, Borrower and Lender have entered into that certain Loan
<br />and Security Agreement (the "Loan Agreement"), wherein, among other things, Lender has agreed to
<br />make, and Borrower has agreed to accept, a loan (the "Loan") upon the terms and conditions set forth in
<br />the Loan Agreement. Each capitalized term used and not specifically defined in this Assignment shall
<br />have the same meaning given to such capitalized term in the Loan Agreement.
<br />
<br />C. The Loan is evidenced by that certain Secured Promissory Note, dated as of the date
<br />hereof, in the original principal amount of the Loan made by Borrower and payable to Lender (the "Note").
<br />
<br />D. As a condition to making the Loan, Lender has required Borrower to assign to Lender, as
<br />additional security for the Loan, all of Borrower's right, title and interest in and to the Sandpointe
<br />Agreement.
<br />
<br />AGREEMENT
<br />
<br />NOW, THEREFORE, for good and valuable consideration, separate and distinct from the
<br />consideration given by Lender with respect to the Loan, the receipt and sufficiency of which are hereby
<br />acknowledged, Borrower hereby agrees as follows:
<br />
<br />1. Recitals. The Recitals are incorporated herein by this reference.
<br />
<br />2. Assianment. As security for the performance of all of the Secured Obligations, Borrower
<br />hereby assigns and transfers to Lender all of the Borrower's right, title and interest in and to the
<br />Sandpointe Agreement. This Assignment is an absolute assignment thereof for security purposes that
<br />shall become void and of no further force or effect upon the full reconveyance of the Security Instrument
<br />in accordance with the terms thereof.
<br />
<br />3. Representations and Warranties. Borrower hereby represents and warrants for the
<br />benefit of Lender that: (a) Borrower is the true owner of all of Nexus' interests under the Sandpointe
<br />Agreement; (b) Borrower has not assigned or granted a security interest in the Sandpointe Agreement to
<br />
<br />780574,Q1/0C
<br />N6003-044/6-8-06/sij/sij
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