Attached files
| file | filename |
|---|---|
| 8-K - FLORIDA GAMING CORP | v169296_8k.htm |
| EX-10.14 - FLORIDA GAMING CORP | v169296_ex10-14.htm |
| EX-10.16 - FLORIDA GAMING CORP | v169296_ex10-16.htm |
| EX-10.18 - FLORIDA GAMING CORP | v169296_ex10-18.htm |
| EX-10.15 - FLORIDA GAMING CORP | v169296_ex10-15.htm |
RETURN
TO:
PREPARED BY:
Jack
B. Owen, Jr., P.A.
4500
PGA Blvd., Ste. 304-B
Palm
Beach Gardens, FL 33418
File
#S09-909
ASSIGNMENT
OF RENTS AND LEASES
THIS ASSIGNMENT, made December 11, 2009, by CITY NATIONAL BANK OF FLORIDA, a
Florida corporation; f/k/a CITY NATIONAL BANK OF MIAMI, a Florida banking
corporation as Trustee under its Land Trust #5003471 dated January 1, 1979 and
FLORIDA GAMING CENTERS, INC., a Florida corporation, whose address is
3500 NW 37th Avenue,
Miami, FL 33142 (herein collectively referred to as ”Assignor"), to NURMI PROPERTIES, LLC, a Delaware
limited liability company, whose address is P. O. Box 247, Tuscumbia, AL 35674,
and ROBINETTE INVESTMENTS, LLC, a Florida limited liability company,
whose address is 4500
PGA Blvd., Ste. 304-B, Palm Beach Gardens, FL 33418, (collectively
referred to as "Assignee").
BACKGROUND
A. Assignor
is the owner of a fee simple interest in certain real property located in MIAMI-DADE County, Florida,
and described as follows (the "Property"):
SEE
ATTACHED EXHIBIT “A”
B.
This Assignment is made as additional security for the payment of a certain note
of even date herewith made by Assignor to Assignee in the original principal sum
of FIVE HUNDRED THOUSAND and
00/100 Dollars (U.S. $500,000.00) (the "Note") and the
performance by Assignor of its obligations under a certain Mortgage and Security
Agreement of even date herewith from Assignor to Assignee, given to secure
payment of the Note and covering the Property, and various other security
documents, (all such security documents along with the Mortgage and Security
Agreement are hereinafter collectively called the "Mortgage").
TERMS
OF AGREEMENT
NOW, THEREFORE, in order to further
secure the Note and in consideration of One Dollar ($1.00) paid by Assignee to
Assignor, the receipt and sufficiency of which is hereby acknowledged, Assignor
hereby conveys, transfers and assigns unto Assignee, its successors and assigns,
all the rights, interest and privileges, (a) which Assignor as lessor has and
may have in the leases (oral or written) or any use or occupancy agreements now
existing or hereafter
made and
affecting the Property or any part thereof, as such leases or other agreements
may have been, or may from time to time be hereafter, modified, extended and
renewed, with all deposits, rents, income and profits due and becoming due
therefrom, and (b) which Assignor has and may have by virtue of any guaranty or
surety agreement with respect to the tenants' obligations under any of such or
may from time to time be hereafter modified and extended. Assignor
will, on request of Assignee, execute assignments of any future leases affecting
any part of the Property and assignments of any guaranties or surety agreements
made in connection therewith.
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1.
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This
assignment shall secure the Note and the Mortgage as they may, from time
to time be hereafter modified, extended and renewed, and shall be security
for all increases, extensions, amendments or modifications of the Note and
mortgage, and all additional loans made hereafter, if any, by Assignee to
Assignor or its successors and assigns and secured by the
Property.
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2.
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The
acceptance of this assignment and the collection of rents or the payments
under the leases or any sums under the guaranties or surety agreements
hereby assigned shall not constitute a waiver of any rights of Assignee
under the terms of the Note and Mortgage. It is expressly
understood and agreed by the parties hereto that before a default or an
event of default occurs under the terms of such Note and Mortgage,
Assignor shall have the right to collect such rents, income and profits
from the aforementioned leases, guaranties and surety agreements and to
retain, use and enjoy the same; provided, however, that even before a
default or an event of default occurs, no rents more than two months in
advance shall be collected or accepted without the prior written consent
of Assignee.
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3.
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Anything
herein to the contrary notwithstanding, Assignor hereby assigns to
Assignee any award made hereafter to it in any court procedure involving
any of the lessees in any bankruptcy, insolvency, or reorganization
proceedings in any state or Federal court, and any and all payments made
by lessees in lieu of rent. Assignor hereby appoints Assignee
as its irrevocable attorney-in-fact to appear in any action and/or to
collect any such award or payment.
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4.
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Assignor,
in the event of a default or any event of default as set forth in the Note
or Mortgage hereby authorizes Assignee, at its option, to enter and take
possession of the Property and to manage and operate the same, to collect
all or any rents accruing therefrom and from such leases, to collect all
or any sums due or becoming due under such guaranties and surety
agreements, to let or re-let the Property or any part thereof, to cancel
and modify leases, guaranties and surety agreements, evict tenants, bring
or defend any suits in connection with the possession of the Property in
its own name or Assignor's name, make repairs as Assignee deems
appropriate, and perform such other acts in connection with the management
and operation of the Property as Assignee, in its discretion, may deem
proper.
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5.
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The
receipt by Assignee of any rents, issues or profits pursuant to this
instrument after the institution of foreclosure or sale proceedings under
the Mortgage shall not cure such default or affect such proceedings or any
sale pursuant thereto.
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6.
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Assignee
shall not be obligated to perform or discharge any obligation or duty to
be performed or discharged by Assignor under any of such leases or other
agreements, and Assignor hereby agrees to indemnify Assignee for, and to
save it harmless from, any and all liability arising from any of such
leases, or other agreement, guaranties, surety agreements or from this
assignment, and this assignment shall not place responsibility for the
control, care, management or repair of the Property upon Assignee, or make
Assignee responsible or liable for any negligence in the management,
operation, upkeep, repair or control of the Property resulting in loss or
injury or death to any tenant, licensee, employee or other
person.
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7.
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Assignor
covenants and represents that Assignor has title to, and full right to
assign such leases, or other agreements, guaranties, surety agreements and
the rents, income and profits due or to become due thereunder; that the
terms of such leases, or other agreements, guaranties and surety
agreements have not been changed from the terms in the copies of such
leases, guaranties and surety agreements submitted
to
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Assignee
for approval; that no other assignment of any interest therein has been
made, except to Freedom Financial Corporation or as otherwise set forth
herein; that there are no existing defaults under the provisions thereof,
and that Assignor will not hereafter cancel, surrender or terminate any of
such leases, guaranties or surety agreements, exercise any option which
might lead to such termination, or materially change, alter or modify
them, or consent to the release of any party liable thereunder or to the
assignment of the lessees' interests under such leases, other agreements
or guaranties or surety agreements without the prior written consent of
Assignee.
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8.
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Assignor
hereby authorizes Assignee to give notice in writing of this assignment at
any time to any tenant under any of such leases and to any guarantor of
such leases.
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9.
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Violation
of any of the covenants, representations and provisions contained herein
by Assignor shall be deemed a default under the terms of the Note and
Mortgage.
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2
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10.
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Default
by Assignor under any of the terms of the leases assigned herein shall be
deemed a default hereunder and under the terms of the Note and
Mortgage. Any expenditures made by Assignee in curing such a
default on Assignor's behalf, with interest thereon at the rate payable
upon default under the Note, shall become part of the debt secured by this
assignment, provided, however, that Assignee shall have no obligation to
make any expenditures or cure any
defaults.
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11.
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The
full performance of the Mortgage and the duly recorded satisfaction of the
Mortgage or release of the Mortgage from the Property described therein
shall render this assignment automatically void with respect to the
Property or portion thereof described in any such satisfaction or
release.
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12.
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The
net proceeds collected by Assignee, after reimbursement of expenses
incurred by Assignee, under the terms of this instrument shall be applied
in reduction of the entire indebtedness from time to time outstanding and
secured by the Mortgage.
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13.
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Notwithstanding
any provision herein to the contrary, this Assignment of Rents and Leases
is intended to be an absolute assignment from Assignor to Assignee and not
merely the granting of a security interest. The rents and
leases are hereby assigned absolutely by Assignor to Assignee;
nevertheless, Assignor shall have the right to continue to collect and
retain the rents for its own account until the occurrence of a default or
an event of default under the Note or Mortgage, or
both.
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14.
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This
assignment applies to and binds the parties hereto and their respective
heirs, administrators, executors, successors and assigns, as well as any
subsequent owner of the Property and any Assignee of the Mortgage referred
to herein.
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15.
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In
the event Assignee retains an attorney to enforce any of its rights
hereunder, Assignor will pay all of the reasonable attorneys' fees and
costs incurred by Assignee in connection with the enforcement of its
rights hereunder whether or not suit is
brought.
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16.
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This
Assignment of Rents and Leases shall be governed by and construed
according to the laws of the State of
Florida.
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17.
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Assignor
and Assignee hereby waive any and all right to a trial by jury which
either or both of them may have with respect to any claims arising out of
this Assignment.
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IN WITNESS WHEREOF, Assignor has duly
executed this assignment the day and year first above written.
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Signed,
Sealed, and Delivered
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in
the presence of:
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CITY
NATIONAL BANK OF FLORIDA, a
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Florida
banking corporation as Trustee
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under
its Land Trust #5003471, dated
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January
1, 1979
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By:
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(Seal) | ||
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First
Witness Signature
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Name: |
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| Title: |
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(Printed
Name)
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FLORIDA
GAMING CENTERS, INC., a Florida
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Second
Witness Signature
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corporation
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By:
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(Printed
Name)
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W.
BENNETT COLLETT, CEO
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3
* * * * *
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STATE
OF
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§
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§
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COUNTY
OF
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§
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The foregoing instrument was
acknowledged before me this ____ day of ____________ 2009, by _________________________, as
______________________ of CITY NATIONAL BANK OF FLORIDA, a
Florida banking corporation as Trustee under its Land Trust #5003471, dated
January 1, 1979, who is personally known to me or who produced
_______________________ as identification and who did not take an
oath.
WITNESS MY HAND AND OFFICIAL SEAL OF
OFFICE.
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Notary
Public
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Printed
Name:
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(SEAL)
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Commission
Expires:
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* * * * *
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STATE
OF
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§
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§
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COUNTY
OF
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§
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The foregoing instrument was
acknowledged before me this ____ day of ____________ 2009, by W. BENNETT COLLETT, as CEO of
FLORIDA GAMING CENTERS,
INC., a Florida corporation, who is personally known to me or who
produced _______________________ as identification and who did not take an
oath.
WITNESS MY HAND AND OFFICIAL SEAL OF
OFFICE.
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Notary
Public
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Printed
Name:
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(SEAL)
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Commission
Expires:
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