|
200408058
<br />J. Lender has the right, but not the obligation, to perform any of Assignor's obligations under this section at
<br />Assignor's expense.
<br />K. As a consequence of any breach of any representation, warranty or promise made in this section, (11
<br />Assignor will indemnify and hold Lender and Lender's successors or assigns harmless from and against all
<br />losses, claims, demands, liabilities, damages, cleanup, response and remediation costs, penalties and
<br />expenses, including without limitation all costs of litigation and attorneys' fees, which Lender and Lender's
<br />successors or assigns may sustain; and (2) at Lender's discretion, Lender may release this Assignment and in
<br />return Assignor will provide Lender with collateral of at least equal value to the Property secured by this
<br />Assignment without prejudice to any of Lender's rights under this Assignment.
<br />L. Notwithstanding any of the language contained in this Assignment to the contrary, the terms of this
<br />section will survive any foreclosure or satisfaction of this Assignment regardless of any passage of title to
<br />Lender or any disposition by Lender of any or all of the Property. Any claims and defenses to the contrary
<br />are hereby waived.
<br />8. CONDEMNATION. Assignor will give Lender prompt notice of any pending or threatened action by private or
<br />public entities to purchase or take any or all of the Property through condemnation, eminent domain, or any
<br />other means. Assignor authorizes Lender to intervene in Assignor's name in any of the above described actions
<br />or claims. Assignor assigns to Lender the proceeds of any award or claim for damages connected with a
<br />condemnation or other taking of all or any part of the Property. Such proceeds will be considered payments and
<br />will be applied as provided in this Assignment. This assignment of proceeds is subject to the terms of any prior
<br />mortgage, deed of trust, security agreement or other lien document.
<br />9. APPOINTMENT OF A RECEIVER. On or after an Assignor's default, Assignor agrees to Lender making an
<br />application to the court for an appointment of a receiver for the benefit of Lender to take possession of the
<br />Property and the Leases, with the power to receive, collect and apply the Rents. Any Rents collected will be
<br />applied as the court authorizes to pay taxes, to provide insurance, to make repairs and to pay costs or any other
<br />expenses relating to the Property, the Leases and Rents, and any remaining sums shall be applied to the
<br />Secured Debts. Assignor agrees that this appointment of a receiver may be without giving bond, without
<br />reference to the then - existing value of the Property, and without regard to the insolvency of any person liable
<br />for any of the Secured Debts.
<br />10. DUE ON SALE. Lender may, at its option, declare the entire balance of the Secured Debts to be
<br />immediately due and payable upon the creation of, or contract for the creation of, a transfer or sale of all or any
<br />part of the Property. This right is subject to the restrictions imposed by federal law governing the preemption of
<br />state due -on -sale laws, as applicable.
<br />11. TRANSFER OF AN INTEREST IN THE ASSIGNOR. If Assignor is an entity other than a natural person (such
<br />as a corporation or other organization), Lender may demand immediate payment if:
<br />A. A beneficial interest in Assignor is sold or transferred.
<br />B. There is a change in either the identity or number of members of a partnership or similar entity.
<br />C. There is a change in ownership of more than 25 percent of the voting stock of a corporation or similar
<br />entity.
<br />However, Lender may not demand payment in the above situations if it is prohibited by law as of the date of
<br />this Assignment.
<br />12. WARRANTIES AND REPRESENTATIONS. Assignor makes to Lender the following warranties and
<br />representations which will continue as long as this Assignment is in effect:
<br />A. Power. Assignor is duly organized, and validly existing and in good standing in all jurisdictions in which
<br />Assignor operates. Assignor has the power and authority to enter into this transaction and to carry on
<br />Assignor's business or activity as it is now being conducted and, as applicable, is qualified to do so in each
<br />jurisdiction in which Assignor operates.
<br />B. Authority. The execution, delivery and performance of this Assignment and the obligation evidenced by
<br />this Assignment are within Assignor's powers, have been duly authorized, have received all necessary
<br />governmental approval, will not violate any provision of law, or order of court or governmental agency, and
<br />will not violate any agreement to which Assignor is a party or to which Assignor is or any of Assignor's
<br />property is subject.
<br />C. Name and Place of Business. Other than previously disclosed in writing to Lender, Assignor has not
<br />changed Assignor's name or principal place of business within the last 10 years and has not used any other
<br />trade or fictitious name. Without Lender's prior written consent, Assignor does not and will not use any
<br />other name and will preserve Assignor's existing name, trade names and franchises.
<br />D. Title. Assignor has good title to the Leases, Rents and Property and the right to assign, grant and convey
<br />to Lender as additional security the Leases and Rents, and no other person has any right in the Leases and
<br />Rents.
<br />E. Recordation. Assignor has recorded the Leases as required by law or as otherwise prudent for the type
<br />and use of the Property.
<br />F. Default. No default exists under the Leases, and the parties subject to the Leases have not violated any
<br />applicable law on leases, licenses and landlords and tenants. Assignor, at its sole cost and expense, will
<br />keep, observe and perform, and require all other parties to the Leases to comply with the Leases and any
<br />applicable law. If Assignor or any party to the Lease defaults or fails to observe any applicable law, Assignor
<br />will promptly notify Lender.
<br />G. Lease Modification. Assignor has not sublet, modified, extended, canceled, or otherwise altered the
<br />Leases, or accepted the surrender of the Property covered by the Leases (unless the Leases so require).
<br />H. Encumbrance. Assignor has not assigned, compromised, subordinated or encumbered the Leases and
<br />Rents.
<br />Le Meridian, L.L.C.
<br />Nebraska Assignment of Leases and Rents Initials
<br />NEI4XX2 83 3 30007 2 5 200004364020081 304Y ®1996 Bankers Svstems, Inc., St. Cloud. MN E � s Page 3
<br />
|