knows of no default on the part of any other party to any of the Contract

 

                                                             EXHIBIT 10(k)(3)(c)

                 ASSIGNMENT OF CONTRACTS, LICENSES AND PERMITS

                                      FROM

                               KOGER EQUITY, INC.

                                       TO

                      FIRST UNION NATIONAL BANK, AS AGENT

                         DATED AS OF DECEMBER 30, 1998

- --------------------------------------------------------------------------------

                  ASSIGNMENT OF CONTRACTS, LICENSES AND PERMITS

- --------------------------------------------------------------------------------

         THIS ASSIGNMENT OF CONTRACTS, LICENSES AND PERMITS (this "Assignment")
is made and executed this 30th day of December, 1998, by

KOGER EQUITY, INC., a Florida corporation ("Borrower"), whose address is 8880
Freedom Crossing Trail, Jacksonville, Florida 32256 Attention: J.C. Teagle,
President,

to and in favor of

FIRST UNION NATIONAL BANK, a national association, as Agent ("Lender"), for the
Lenders (as such term is defined in the Loan Agreement, as hereinafter defined),
whose address is 301 South College Street, Charlotte, North Carolina 28288
Attention: First Union Capital Markets Group. The terms Borrower and Lender,
whenever hereinafter used will be construed to refer to and include the heirs,
legal representatives, executors, administrators, successors and assigns of said
parties.

         BACKGROUND. Borrower is indebted to Lender (the "Loan") pursuant to the
following Substitution Revolving Promissory Notes and Revolving Promissory
Notes: (i) Substitution Revolving Promissory Note dated as of even date herewith
made by Borrower payable to the order of FUNB in the original principal amount
of $45,000,000, (ii) the Substitution Revolving Promissory Note dated as of even
date herewith made by Borrower payable to the order of AmSouth in the original
principal amount of $35,000,000, (iii) the Substitution Revolving Promissory
Note dated as of even date herewith made by Borrower payable to the order of GFB
in the original principal amount of $35,000,000, (iv) the Revolving Promissory
Note dated as of even date herewith made by Borrower payable to the order of
Citizens in the original principal amount of $20,000,000, and (v) the Revolving
Promissory Note dated as of even date herewith made by Borrower payable to the
order of Compass in the original principal amount of $15,000,000 (the "Notes"),
secured by and subject to, among other documents, that certain Mortgage,
Assignment of Leases and Rents, and Security Agreement (the "Mortgage")
encumbering real property and improvements now or hereafter located thereon
located in Jefferson County, Alabama, and being more particularly described on
attached Exhibit A, (the "Property"), and by a certain Second Amended and
Restated Revolving Credit Loan Agreement (the "Loan Agreement") setting forth
certain terms, covenants and conditions with respect to such indebtedness, all
being dated as of even date herewith, given by Borrower to Lender, which Notes,

Mortgage and Loan Agreement, this Assignment, and other related loan documents,
together with any modifications, extensions and amendments thereof, collectively
are referred to herein as the "Loan Documents." In order to further secure the
Obligations, as such term is defined in the Loan Agreement, Lender has
requested, and Borrower has agreed to provide, this Assignment on the terms,
covenants and conditions hereinafter set forth.

         Capitalized terms not defined herein shall have the meanings ascribed
to them in the Loan Agreement.

         ACCORDINGLY, for good and valuable consideration, and as an inducement
to Lender to make the Loan to Borrower, and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, and
for the purpose of further securing the observance and performance of the
Obligations, Borrower and Lender hereby agree as follows:

         1. Assignment of Contract Documents. Borrower hereby grants, transfers
and assigns to Lender, its successors and assigns, all of Borrower's right,
title and interest in and to those contracts, licenses, permits, agreements,
approvals and other documents described on attached Exhibit B (hereinafter,
together with any changes, extensions, revisions, modifications or guarantees of
performance thereof, called the "Contract Documents") relating to the
acquisition, development, ownership or use of the Property. Lender agrees that
upon the payment and performance in full of all the Obligations, this assignment
shall become null and be void and of no further force and effect.

         2. Representations and Warranties. Borrower represents and warrants to
Lender, its successors and assigns, as follows:

         (a) There is no assignment of any of Borrower's rights under any of the
Contract Documents to any person or entity, other than Lender.

         (b) Borrower is not in default under any of the Contract Documents and
knows of no default on the part of any other party to any of the Contract
Documents.

         (c) Borrower has not done nor omitted to do any act so as to be
estopped from exercising any of its rights under any of the Contract Documents.

         (d) Borrower is not prohibited under any agreement with any other
person or under any judgment or decree from the execution and delivery of this
assignment or the performance of each and every covenant of Borrower hereunder
or in the Contract Documents, except as may be set forth in the Contract
Documents.

         (e) No action has been brought or threatened which would in any way
prohibit or impair the execution and delivery of this assignment or the
performance of each and every covenant of Borrower hereunder or in the Contract
Documents.

         3. Performance of Obligations under Contract Documents. Borrower will
(i) fulfill, perform and observe each and every condition and covenant of
Borrower contained in any of the Contract Documents; (ii) give prompt notice to
Lender of any claim of default under any of the Contract Documents given to
Borrower or given by Borrower, together with a complete copy or statement of any
information submitted or referenced in support of such claim; (iii) at the sole
cost and expense of Borrower and in the exercise of sound business judgment,
enforce the performance and observance of each and every covenant and condition
of the Contract Documents to be performed or observed by any other party to any
of the Contract Documents; and (iv) appear in and defend any action growing out
of or in any manner connected with any of the Contract Documents.

         4. Modifications and Waivers of Contract Documents. Except in the
ordinary course of business and in the exercise of sound business judgment,
Borrower will not (i) modify the terms of the Contract Documents unless required
so to do by the terms of the Contract Documents or by law; or (ii) waive, or
release any person from the observance or performance of any obligation to be
performed under the terms of the Contract Documents or liability on account of
any warranty given by them, unless consented to by Lender in its reasonable
discretion.

         5. Rights Assigned. The rights assigned hereunder include all of
Borrower's right and title (i) to modify the Contract Documents; (ii) to
terminate the Contract Documents; and (iii) to waive, or release the performance
or observance of any obligation or condition of the Contract Documents;
provided, however, these rights shall not be exercised by Lender unless Borrower
is in default hereunder or under the other Loan Documents.

         6. Defaults. Borrower shall be in default under this Assignment upon
the occurrence of any of the following events:

         (a) Should Borrower fail to perform or observe any covenant of Borrower
contained in this Assignment, and the same is not cured within ten (10) days
after notice of such default is provided by Lender to Borrower;

         (b) Should any representation or warranty of Borrower herein contained
prove untrue or misleading in any material respect; or

         (c) Should Borrower fail to perform promptly any undertaking of
Borrower set forth in any of the Contract Documents, and the same is not cured
within ten (10) days after notice of such default is provided by Lender to
Borrower.

         A default of Borrower under this Assignment will constitute an Event of
Default under the other Loan Documents.

         7.  Remedies.

         (a) Upon the occurrence of a default hereunder, or an Event of Default
as defined in the Loan Agreement, Lender may exercise its remedies as provided
in the Loan Agreement, and in addition to such remedies may take possession of
all Contract Documents constituting plans and specifications, site plans,
surveys and architectural or engineering drawings or sketches reasonably
required by Lender in the exercise of its rights and remedies hereunder.
Furthermore, should Borrower fail to perform or observe any covenant or comply
with any condition contained in any of the Contract Documents and such failure
would cause irreparable injury to the Property including, but not limited to,
the revocation or expiration of any permit or license issued in connection with
the use of the Property, then Lender, but without obligation to do so, without
notice to or demand on Borrower, and without releasing Borrower from its
obligations to do so, may perform such covenant or condition and, to the extent
that Lender shall incur any costs or pay any monies in connection therewith,
including any costs or expenses of litigation, such costs, expense or payment
shall be included in the indebtedness secured hereby and by the Mortgage and
shall bear interest from the payment of such costs, monies or expenses thereof
at the then applicable rate set forth in the Notes for amounts advanced by
Lender on behalf of Borrower.

         (b) Borrower hereby indemnifies and agrees to hold harmless Lender from
and against any and all losses, costs, damages, fees and expenses whatsoever
associated with the exercise of Lender's rights under this Assignment and shall
release Lender from all liability whatsoever for the exercise of such rights and
all actions taken pursuant thereto, not including any negligent actions of
Lender.

         (c) The remedies herein provided shall be in addition to and not in
substitution for the rights and remedies which would otherwise be vested in
Lender in any of the other Loan Documents, all of which rights and remedies are
specifically reserved by Lender. The failure to exercise any of the remedies
herein provided shall not constitute a waiver thereof, nor shall the use of any
of the remedies hereby provided prevent the subsequent or concurrent resort to
any other remedy or remedies. It is intended that this clause shall be broadly
construed so that all remedies herein provided for or otherwise available to
Lender shall remain available to Lender until all sums due it by reason of this
Assignment have been paid to it in full and all obligations incurred by it in
connection with the construction or operation of the contemplated improvements
on the Property have been fully discharged without loss or damage to Lender.

         8. No Obligation of Lender. Lender shall not be obligated to perform or
discharge any obligation of Borrower under any of the Contract Documents, and
Borrower agrees to indemnify and hold Lender harmless against any and all
liability, loss or damage which Lender may incur under any of the Contract
Documents or under or by reason of this assignment and of and from all claims
and demands whatsoever which may be asserted against it by reason of an act of
Lender under any of the terms of this assignment or under the Contract
Documents, provided that Lender does not provide such acts in a negligent
manner.

         9. Miscellaneous. This Assignment shall be binding upon Borrower, its
successors and assigns, and shall inure to the benefit of Lender, its
successors, successors in title and assigns. If any term of this Assignment or
any application thereof will be invalid, illegal or unenforceable, the remainder
of this Assignment and any other application of such term will not be affected
thereby. This Assignment shall be governed by and construed in accordance with
the laws of the State of Alabama. In the event of conflict between the terms and
conditions of this Assignment and the terms and conditions of the Loan
Documents, the terms and conditions of the Loan Documents will govern.

         10. WAIVER OF TRIAL BY JURY. TO THE EXTENT PERMITTED BY APPLICABLE LAW,
BORROWER, THE AGENT, AND THE LENDERS, THEIR RESPECTIVE SUCCESSORS AND ASSIGNS
(ALL OF WHOM ARE HEREINAFTER REFERRED TO AS THE "PARTIES") EACH ACKNOWLEDGE AND
AGREE THAT NONE OF THEM SHALL SEEK A JURY TRIAL IN ANY LAWSUIT, PROCEEDING,
COUNTERCLAIM, OR ANY OTHER LITIGATION OR PROCEDURE BASED UPON OR ARISING OUT OF
THIS ASSIGNMENT OR THE DEALINGS OR THE RELATIONSHIP BETWEEN THE PARTIES RELATED
THERETO. NONE OF THE PARTIES SHALL SEEK TO CONSOLIDATE ANY SUCH ACTION INTO ANY
OTHER ACTION IN WHICH A JURY TRIAL HAS NOT BEEN WAIVED. THE PROVISIONS OF THIS
PARAGRAPH HAVE BEEN FULLY NEGOTIATED BY THE PARTIES, ARE MADE KNOWINGLY,
VOLUNTARILY AND INTENTIONALLY, AND CONSTITUTE A MATERIAL INDUCEMENT FOR THE
LENDERS TO MAKE THE LOAN TO BORROWER, AND SHALL BE SUBJECT TO NO EXCEPTIONS.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

         IN WITNESS WHEREOF, the undersigned have caused this Assignment to be
executed by their authorized officers as of the day and year first above
written.

                                             BORROWER:

Signed, sealed, and delivered                KOGER EQUITY, INC.,
in the presence of:                          a Florida corporation

/s/ Janice R. Long                           By: /s/ G. Danny Edwards
- ------------------------------                  ----------------------------
Name: Janice R. Long                         Name: G. Danny Edwards
     -------------------------                     -------------------------
                                             Title: President
                                                    ------------------------
 /s/ JA Hoener                          
- ------------------------------  
Name:    James A. Hoener       

                                             LENDER:

                                             FIRST UNION NATIONAL BANK, a
                                             national association, as Agent

 /s/ Alan C. Sheppard, Jr.                   By: /s/ J. Andrew Hogshead
- ------------------------------                  ----------------------------
Name: Alan C. Sheppard, Jr.                  Name:  J. Andrew Hogshead
     -------------------------                     -------------------------
                                             Title:   Vice President
                                                   -------------------------

 /s/ Nancy Hoffmann                
- ------------------------------               
Name:   Nancy Hoffmann        

Schedule of Exhibits:

Exhibit A         Description of Property
Exhibit B         Description of Contract Documents

                                    EXHIBIT A

                             DESCRIPTION OF PROPERTY

                                    EXHIBIT B

                        DESCRIPTION OF CONTRACT DOCUMENTS

(a)      All contracts or agreements, now existing or hereafter executed, with
         general contractors, subcontractors, materialmen, suppliers and/or
         laborers in connection with or pertaining to the construction of
         buildings or any other improvements on the Property.

(b)      Any contracts or agreements for land surveyor services between Borrower
         and any surveyor which is entered into with respect to the surveys to
         be prepared for the Property; and all surveys, surveyor costs, and maps
         prepared by any surveyor in connection with the Property.

(c)      Any agreements for architectural/engineering services between Borrower
         and any architect/engineer which is entered into with respect to the
         construction of improvements on the Property, and all drawings, plans
         and specifications, and site plans prepared by any architect/engineer
         in connection with the construction of improvements on the Property.

(d)      All warranties and guaranties relating to improvements now or hereafter
         constructed or installed on the Property.

(e)      Any management agreement between Borrower and a project operation
         manager related to the Property.

(f)      Any development fee agreement between Borrower and a project
         development manager related to the Property.

(g)      Any and all permits, licenses or other authorizations and approvals in
         favor of or in the name of Borrower or running with title to the
         Property, now or hereafter existing or granted, with respect to the
         ownership, development, use and occupancy of the Property for its
         intended purpose, including without limitation, building and excavation
         permits, plat and subdivision approvals, certificates of occupancy or
         completion, permits for driveway connection and highway signalization,
         storm water management, water wells, water distribution systems, sewage
         collection systems, dredge and fill, environmental protection,
         historical or archaeological protection, and any other permit, license,
         or other authorization necessary or advisable to comply with any
         governmental requirements concerning the Property or its intended use,
         or to comply with any private agreement concerning such Property to
         which

         Borrower is a party or under or in compliance with which Borrower is
         bound to perform.

(h)      Any and all utility service agreements wherein a utility company and/or
         a governmental utility service provider has agreed to provide utilities
         to the Property.

(i)      Any agreement to provide sewer effluent for irrigation of the Property.

(j)      All contracts, binders or other agreements between Borrower and a buyer
         of the Property for the purchase and sale of all or any part of the
         Property, including such contract binders or other agreements which may
         hereafter come into existence with respect to the Property. 

Basic Info X:

Name: knows of no default on the part of any other party to any of the Contract
Type: of the Contract
Date: Feb. 16, 1999
Company: CRT PROPERTIES INC
State: Florida

Other info:

Date:

  • DECEMBER 30 , 1998
  • December , 1998

Organization:

  • KOGER EQUITY , INC.
  • First Union Capital Markets Group
  • Revolving Promissory Note
  • Waivers of Contract Documents
  • FIRST UNION NATIONAL BANK

Location:

  • Jacksonville
  • Charlotte
  • North Carolina
  • Jefferson County
  • Alabama
  • Florida

Money:

  • $ 45,000,000
  • $ 35,000,000
  • $ 20,000,000
  • $ 15,000,000

Person:

  • J.C. Teagle
  • Janice R. Long
  • G. Danny Edwards
  • James A. Hoener
  • Alan C. Sheppard
  • J. Andrew Hogshead
  • Nancy Hoffmann