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<br />ASSIGNMENT OF LEASES AND RENTS
<br />THIS ASSIGNMENT OF LEASES AND RENTS (as the same may be amended, modified or supplemented from time to time, the \ C'~
<br />"Assignment"), dated as of the IBth day of September, 2009, from Carpenter Real Estate, Inc., a Nebraska Corporation and Grand Island V ~~
<br />Subs, Inc., a Nebraska Corporation (whether one or more in number hereinafter the "Assignor"), in favor of Nebraska Economic O
<br />Development Corporation, a Nebraska Nonprofit Corporation (the "Assignee"), for further assignment by Assignee to the UNITED STATES
<br />SMALL BUSINESS ADMINISTRATION, an agency of the United States (the "SBA"), recites and provides:
<br />Assignee has agreed to make a Ioan to Assignor in the principal amount af'Irvo Hundred Three Thousand and no/100 Dollars
<br />Woodland Second
<br />($203,000.00) (the "Loan") to provide financing for acquisition of the land described as Lot Nine (9),
<br />Subdivision, an Addition to the City of Grand Island, Hall County, Nebraska, and the improvements thereon situated in the
<br />County of Hall, Nebraska (collectively, the "Premises"). The Loan is evidenced by a promissory note of even date herewith (as the same
<br />may be amended, modified or supplemented from time to time (the "Note") made by Assignor and payable to the order of Assignee in the
<br />principal amount of $203,000.00. The Note is secured, in part, by a deed of trust of even date herewith (as the same may be amended,
<br />modified or supplemented from time to time, (the "Deed of Trust") from Assignor to Gregg 5tratman, as trustee. Terms defined in the note
<br />and the Deed of Trust shall have the same defined meaning when used in this Assignment. As a condition to making the Loan, the Assignee
<br />has required an assignment to the Assignee and any subsequent holder of the Note of all leases (individually, a "Lease," and collectively, the
<br />"Leases") of or relating to Assignor's interest in the Premises or any part thereof, now or hereafter existing, and all rents, issues and profits
<br />(the "Rents") now or hereafter arising from Assignor's interest in the Premises or any part thereof, all in accordance with the terms and
<br />conditions set forth herein.
<br />NOW, THEREFORE, for and in consideration of the agreement of Assignee to make the Loan and as ADDCTIONAL SECURITY for the
<br />payment of the Note, Assignor agrees as follows:
<br />1. Assi n~ment of Leases, Assignor hereby assigns, transfers and set over to Assignee, and any subsequent holder of the Note, all
<br />Assignor's right, title and interest in and to all Leases and all renewals or extensions thereof, together with all the Rents, now
<br />existing or hereafter arising. Prior to the election of Assignee to collect the Rents upon the occurrence of an Event of Default under
<br />the Deed of Trust, Assignor shall have the right to collect and dispose of the Rents without restriction. Further, Assignor, as
<br />Landlord under any Lease which prohibits assignment, hereby grants such consent, as may be required by any Lease, to the
<br />assignment, transfer, and encumbrance of the Lease to the Assignee.
<br />2. Delive of the Leases. All Leases currently in effect with respect to the Premises have been delivered to Assignee, are in full force
<br />and effect as of the date of this Assignment and neither Assignor nor any tenant is in default thereunder. Assignor shall not make
<br />any subsequent agreement for the lease of the Premises ar any part thereof except in the ordinary course of business in accordance
<br />with the provisions of the Deed of Trust. All such subsequent Leases shall be subject to the prior written approval of Assignee,
<br />which approval shall not be unreasonably withheld, in accordance with the provisions of the Deed of Trust.
<br />3. No Modification of the Leases. Without the prior written consent of Assignee, which consent shall not be unreasonably withheld,
<br />Assignor shall not:
<br />A. Cancel, terminate or accept any surrender of the Leases;
<br />B. Accept any prepayments for more than (30) days of installments of rent under any of the Leases;
<br />C. Modify or abridge any of the terms, covenants and conditions of any of the Leases so as to reduce the terms thereof or the
<br />rental payments thereunder, or
<br />D. Change any renewal privileges contained in any of the Leases.
<br />q. Re resentations and Warranties. Assignor represents and warrants that:
<br />A. Assignor has not previously sold, assigned, transferred, mortgaged ar pledged the Leases or the Rents, whether now due or
<br />hereafter to become due;
<br />B. The Rents now due ar to become due for any periods subsequent to the date hereof have not been collected and payment
<br />thereof has not been anticipated for a period of more than one (1) month in advance, waived or released, discounted, set off or
<br />otherwise discharged or compromised except as set forth in the Leases;
<br />C. It has not received any funds or deposits from any tenant for which credit has not already been made on account of accrued
<br />income other than the security deposits provided for in the Leases;
<br />D. It has not received any bona fide and acceptable offer to purchase the Premises or any part thereof which would in any way
<br />affect any right of option of first refusal to purchase all or any portion of the Premises now contained in any Lease; and
<br />E. It has not done anything which might prevent Assignee from or limit Assignee in operating under or enforcing any of the
<br />provisions hereof.
<br />Assignor shall act in good faith to enforce or secure the performance of each and every obligation, covenant, condition and agreement to be
<br />performed by any tenants under all the Leases.
<br />Remedies uRan Default. Immediately upon the occurrence of an Event of Default under the Deed of Trust and the expiration of any
<br />applicable cure period, Assignee is hereby expressly and irrevocably authorized to enter and take possession of the Premises by
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