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CONSENT TO COLLATERAL ASSIGNMENT OF AGREEMENTS AND CONTRACTS
<br /> THIS CONSENT TO COLLATERAL ASSIGNMENT OF AGREEMENTS AND CONTRACTS
<br /> ("Agreement") is entered into as of November , 2020, by the LEE COUNTY, a North Carolina body politic
<br /> corporation in nature (the "County") and the CITY OF SANFORD, a North Carolina municipal corporation (the
<br /> "City", and together with the County, individually and collectively, the "Municipality"), and CC ENTERPRISE
<br /> PARK LLC, a North Carolina limited liability company("CCEP"), SANFORD-LEE COUNTY PARTNERSHIP
<br /> FOR PROSPERITY, a North Carolina non-profit corporation (d/b/a Sanford Area Growth Alliance) ("SAGA"),
<br /> SAMET PROPERTIES, LLC, a North Carolina limited liability company ("Samet") and LEE COUNTY
<br /> GROWTH III LLC,a North Carolina limited liability company("Growth III",and together with CCEP, SAGA and
<br /> Samet, individually and collectively, "Developer"), in favor of CARTER BANK & TRUST, a Virginia banking
<br /> corporation("Lender").
<br /> WHEREAS, Lender has or will be making certain extensions of credit(collectively,the"Loan")to Growth
<br /> III,an entity with common interests of Developer in the development of the Central Carolina Industrial Park,and such
<br /> Loan has been or will be evidenced by one or more promissory notes,loan agreements,guaranties and other documents
<br /> executed by Growth III and other the other parties thereto and has or will be secured by, among other things, a Deed
<br /> of Trust, Assignment of Rents and Security Agreement executed by the Growth III in favor Lender (the "Deed of
<br /> Trust", and together with the Collateral Assignment (defined below) and the promissory notes, loan agreements,
<br /> guaranties and other documents entered into in connection with the Loan,collectively,the"Loan Documents");
<br /> WHEREAS, the Deed of Trust encumbers certain real property located in Sanford, Lee County, North
<br /> Carolina,which is owned by the Growth III(the"Real Property");
<br /> WHEREAS, Developer and LEE COUNTY, a North Carolina body politic corporation in nature (the
<br /> "County")and the CITY OF SANFORD,a North Carolina municipal corporation(the"City",and together with the
<br /> County, individually and collectively, the "Municipality"), have entered into that certain Memorandum of
<br /> Understanding dated as of June 11,2020 (collectively,the"MOU")pursuant to which the Municipality have agreed
<br /> to assist in the development of the Real Property and the Central Carolina Industrial Park by executing a lease
<br /> agreement on the terms and conditions provided in the MOU upon completion of construction of the building on the
<br /> Real Property being financed with the proceeds of the Loan;
<br /> WHEREAS,Developer has or will be collaterally assigning to the Lender,as security for the Loan,its rights
<br /> in and to the MOU pursuant to the terms of a Collateral Assignment of Agreements and Contracts from the Developer
<br /> in favor of the Lender(the"Collateral Assignment");
<br /> WHEREAS, as a condition precedent to making the Loan, the Lender requires that (a) the Municipality
<br /> consent to the assignment made pursuant to the Collateral Assignment and(b) Developer and the Municipality agree
<br /> to the terms hereof relating to the MOU;and
<br /> NOW, THEREFORE, to induce the Lender to advance the sums to the Growth III under the Loan and in
<br /> consideration of the foregoing premises and for other good and valuable consideration,the receipt and sufficiency of
<br /> which are hereby acknowledged,the parties hereby covenant and agree as set forth below:
<br /> Section 1. Consent to Collateral Assignment. The Municipality hereby consents to the collateral assignment
<br /> of Developer's rights in and to the MOU in favor of the Lender,notwithstanding any contrary terms in the MOU.
<br /> Section 2. Enforceability of MOU. The Municipality hereby acknowledges that the Municipality has (i)
<br /> obtained all necessary approvals to execute and perform under the MOU.
<br /> Section 3. No Changes to MOU. Developer and the Municipality agree that the MOU shall not be modified
<br /> in any manner without the prior written consent of the Lender(which shall not be unreasonably withheld,conditioned
<br /> or delayed).
<br /> WBD(US)50085467
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