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EXHIBIT 10.24
[__________]
FORM OF
ASSIGNMENT OF RENTS AND LEASES
THIS ASSIGNMENT made as of the ______________________, by ________
_______________ (the "Lessee") to Capstone Capital Corporation of Pennsylvania,
a Pennsylvania corporation (the "Lessor").
R E C I T A L S:
This Assignment is made as additional security for the payment of
amounts due or to become due from time to time by Lessee to Lessor in
connection with that certain Lease of even date herewith (the "Lease"), and as
additional security for the full and faithful performance by Lessee of all
obligations pursuant to the Lease and all other obligations pursuant to
documents now or hereafter executed by Xxxxxx in connection with the Lease.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing Recitals, and as an
inducement to the Lessor to enter the Lease, Lessee does hereby sell, assign,
transfer and set over unto Lessor, its successors and assigns, (a) all of
Lessee's interest in and to all leases presently existing or hereafter made,
whether written or verbal, or any letting of, or agreement for the use or
occupancy of, any part of the property described in Exhibit A attached hereto,
and the improvements now or hereafter located thereon, including, without
limitation, all the rents, issues, and profits now due and which may hereafter
become due under or by virtue of said leases and agreements, and (b) all cash
collateral, security deposits, security interests, letters of credit, pledges,
prepaid rent or other sums, deposits or interests held by Lessee, if any, to
secure payment of the Lease obligations.
Xxxxxx agrees that this Assignment shall cover all future leases,
whether written or verbal, or any letting of, or any agreement for the use or
occupancy of, any part of said property.
Except for any lease or grant of purchase money security interests in
new items of tangible personal property having an aggregate cost during the
Lease term of an amount not to exceed $25,000. Xxxxxx further agrees that it
will not assign the rent or any part of the rent of said property, nor collect
rents under any leases or other agreements relating to use of any part of the
property, for a period further in advance than one (1) month without the
written consent of the Lessor, nor take any action that results in the creation
of any lien upon or against the property which is the subject of the Lease or
any lessee's interest therein.
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Xxxxxx agrees that it has not and will not enter into any lease except
for Tenant Leases and except as may otherwise expressly permitted by the Lease.
Xxxxxx further agrees that this Assignment is to remain in full force
and effect until such time as the Lease obligations are paid in full.
Although it is the intention of the parties that this instrument be a
present assignment, it is expressly understood and agreed by Xxxxxx and Xxxxxx
that said Xxxxxx reserves, and is entitled to collect, said rents, income and
profit upon, but not more than one (1) month in advance of, their accrual under
the aforesaid leases, and to retain, use and enjoy the same unless and until
the occurrence of an Event of Default beyond any applicable cure period
pursuant to (and as defined in) the Lease, or until the violation of any term,
condition or agreement of this Assignment which is not cured within thirty (30)
days of written notice of such violation from Lessor to Lessee which shall be
given and deemed received when sent in the manner set forth in the Lease, each
of which shall constitute an "Event of Default" hereunder. Upon an Event of
Default beyond any applicable cure period, Xxxxxx's privilege to collect the
rents shall automatically terminate.
Lessee does hereby authorize and empower Lessor to collect directly
from the lessees, upon demand, and any Event of Default hereunder, all of the
rents, issues and profits now due or which may hereafter become due under or by
virtue of any lease, whether written or verbal, or any letting of, or agreement
for the use or occupancy of, any part of said property and to take such action,
legal or equitable, as may be deemed necessary to enforce payment of such
rents, issues and profits. Xxxxxx hereby authorizes and directs the lessees
under leases to pay to Lessor all rents and other sums as the same become due,
upon notice from Lessor that an Event of Default has occurred hereunder. Any
lessee making such payment to Lessor shall be under no obligation to inquire
into or determine the actual existence of any Event of Default claimed by
Xxxxxx.
Any amount received or collected by Lessor by virtue of this
Assignment shall be applied for the following purposes, but not necessarily in
the order named, priority and application of such funds being within the sole
discretion of Lessor:
(1) to the payment of all necessary expenses for the
operation, protection and preservation of the property, including the
usual and customary fees for management services;
(2) to the payment of taxes and assessments levied and
assessed against the property as said taxes and assessments become due
and payable;
(3) to the payment of premiums due and payable on any
insurance policy related to the property;
(4) to the payment of Lease obligations; and
(5) the balance remaining after payment of the above shall be
paid to the Lessee.
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Lessee hereby agrees to indemnify Lessor for, and to save it harmless from, any
and all liability, loss or damage which Lessor might incur under said leases or
by virtue of this Assignment, as a result of any act, or failure to act, prior
to Lessor taking possession and from any and all claims and demands whatsoever
which may be asserted against Lessor thereunder or hereunder, and, without
limiting the generality of the foregoing, covenants that this Assignment shall
not operate (prior to Lessor taking possession) to place responsibility for the
control, care, management or repair of said property upon Lessor, nor the
carrying out of any of the terms and conditions of said leases; nor shall it
operate (prior to Lessor taking possession) to make Lessor responsible or
liable for any waste committed on the property by the tenants or any other
party, or for any negligence in the management, upkeep repair or control of
said property resulting in loss or injury or death to any tenant, licensee,
invitee, employee, stranger or other person.
The term "Lease" shall refer to such instrument as it may hereafter be
amended by Xxxxxx and Lessor. This Assignment shall be binding upon the Lessee,
its successors and assigns, and shall inure to the benefit of Xxxxxx, its
successors and assigns.
XXXXXX WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY
LITIGATION ARISING OUT OF, UNDER OR IN CONNECTION WITH THE NOTE, THIS
ASSIGNMENT AND ANY OTHER LEASE DOCUMENTS. XXXXXX CERTIFIES THAT NO
REPRESENTATIVE OR AGENT OF LESSOR OR XXXXXX'S COUNSEL HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT XXXXXX WOULD NOT, IN THE EVENT OF SUCH LITIGATION,
SEEK TO ENFORCE THIS WAIVER OF THE JURY TRIAL PROVISION. LESSEE ACKNOWLEDGES
THAT XXXXXX HAS BEEN INDUCED TO MAKE THE LEASE SECURED HEREBY IN PART BY THE
PROVISIONS OF THIS WAIVER.
[SIGNATURES ON FOLLOWING PAGE]
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IN WITNESS WHEREOF, the Lessee has caused these presents to be
executed by its duly authorized officer as of the day and year first above
written.
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BY:
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ITS:
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SCHEDULE TO EXHIBIT 10.24 FILED PURSUANT TO INSTRUCTION 2 TO ITEM 601(a) OF
REGULATION S-K
ASSIGNMENT OF RENTS AND LEASES
PROJECT PARTIES DATE
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Bloomsburg, PA Capstone Capital of Pennsylvania, Inc. and BCC at Bloomsburg, Inc. 1/31/97
Blakely, PA Capstone Capital of Pennsylvania, Inc. and BCC at Xxxxxxx, Inc. 1/31/97
Kingston I, PA Capstone Capital of Pennsylvania, Inc. and BCC at Kingston I, Inc. 1/31/97
Kingston II, PA Capstone Capital of Pennsylvania, Inc. and BCC at Kingston II, Inc. 1/31/97
Mid-Valley, PA Capstone Capital of Pennsylvania, Inc. and BCC at Mid-Valley, Inc. 1/31/97
Old Forge, PA Capstone Capital of Pennsylvania, Inc. and BCC at Old Forge, Inc. 1/31/97
West View, PA Capstone Capital of Pennsylvania, Inc. and BCC at West View, Inc. 1/31/97
