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HomeMy WebLinkAbout940898 COLLATERAL ASSIGNMENT OF LEASE AND RENTS 000188 I THIS COLLATERAL ASSIGNMENT OF LEASE AND RENTS is made this 5"' day of July, 2008, by and between the Animal Human Association of Star Valley, Inc., a Wyoming Non-Profit Corporation ("AHASV"), Lower V alley Energy, a Wyoming Non-Profit Corporation ("L VE"), and Lincoln County, Wyoming ("Lincoln County"). WITNESSETH: WHEREAS, Lincoln County has leased property to AHASV, said lease being that which was recorded in the land records of Lincoln County, Wyoming on June 25, 2008 in Book 698 at Pages 302 through 306 as Receiving No. 940063, a copy of which is attached hereto (said land hereafter referred to as the "Leased Property"); and . WHEREAS, as a part of said lease, AHASV has committed to constructing . improvements to said Leased PrOperty; and WHEREAS, in order to construct said improvements on said Leased Property, AHASV has obtained a loan from L VE, through L VE's R.D.S. Revolving Loan Fund, of funds needed to finance a portion of the construction costs, said loan evidenced by a Promissory Note dated July 8, 2008, in the amount of $140,000.00, a copy of which is attached hereto (said Promissory Note hereafter referred to as the "Loan Documents"); and WHEREAS, as a condition of said financing, L VE has requested a collateral assignment of said lease and the rents therefrom to secure AHASV's indebtedness to L VE; and WHEREAS, AHASV and Lincoln County have agreed to the requested assignment of said lease and the rents therefrom to facilitate and to secure LYE's financing of said improvements on said Leased Property. . NOW THEREFORE, in order to secure AHASV's payment to LVE of the principal amount due under the Loan Documents that AHASV has provided to L VB, with interest now due or hereafter to become due, and of all monetary obligations of the AHASV under that Loan Documents, AHASV hereby assigns to the L VE all of the rents, profits, and issues due and to become due from the Leased Property, together with all documents, leases, agreements, service contracts and insurance policies . affecting the Leased Property. 1. RENTS. Upon AHASV's default under the Loan Documents, L VE shall have the power and authority to enter upon and take possession of the Leased Property and to demand, collect and receive from the tenants, lessees, or parties in possession of RECEIVED 7/30/2008 at 10:36 AM RECEIVING # 940898 COLLATERAL ASSIGNMENT OF LEASE AND RENTS ABASV 1 LVE 1 LINCOLN COUNTY BOOK: 101 PAGE: 188 PAGE 1 OF 6 JEANNE WAGNER .INCOLN COUNTY CLERK, KEMMERER, WY ûOO1.~~ the Leased Property or any part thereof, rents now due or to become due; to endorse AHASV's name or any subsequent owner of the Leased Property, on any checks, notes, or any other instruments for the payment of money; to deposit sàme in the LYE's accounts; to give any and all instruments in connection thereto in AHASV's name or in the name of L VE; to institute, prosecute, settle, or discontinue any summary or other legal proceedings for the recovery of rents or profits or to recover the whole or part of the Leased Property; to institute, prosecute, settle or discontinue any other legal· proceeding for the protection and security of the Leased Property, for damages sustained to the Leased Property or from any other cause or for the abatement of any nuisance thereon. L VB shall also have the right and power to defend any legal proceeding brought against AHASV or any subsequent owner of the Leased Property arising out of the operation of the Leased Property. 2. AUTHORITY TO LEASE. Upon the default by AHASV under the Loan Documents, L VB shall have the right, power, and authority to lease or rent the Leased Property or any part thereof; to employ an agent to manage and rent the Leased Property; to make any and all improvements to the Leased Property deemed solely by L VB to be necessary for the leasing of the Leased Property; to maintain and keep the Leased Property in a rentable condition and in good state of repair; to purchase any and all supplies, material and equipment deemed necessary by L VB in. the continued opemtion and maintenance of the Leased Property; to pay all utilities, taxes and assessments for the Leased Property now due and to become due which are or may become liens against the property, to pay the principle and interests which are or may become due under the Loan Documents; to pay the premiums on all insurance policies affecting the Leased Property which are or may become due; to comply with all orders or notices of any governmental authority having jurisdiction over the Leased Property either by payment to the lienor or by filing with the appropriate court bond pursuant to court order, and to pay all charges and expenses incurred in the operation of the Leased Property. 3. EXPENSES. L VB shall have the authority, which is expressly given by the AHASV, to pay for all the matters from the rents and revenues collected from the Leased Property. These costs and expenses and any other payment made by L VB in connection with the operation of the Leased Property, including reasonable attorney's fees, shall be a charge to AHASV, and for any and all purposes shall be deemed to be secured by the Loan Documents and may be deducted from the rents and profits received from the operation of the Leased Property. 4. ,L VE'S LIABILITY. Except for the willful malfeasance or gross negligence of L VB, L VE shall not be liable for any act or omission but shall only be .liable to account for moneys received by L VB. Notwithstanding the foregoing, nothing herein contained shall be deemed to prejudice LVE's rights to institute and prosecute the foreclosure. of the Loan Documents or to enforce any lien on other collateral, which the Assignee has or to prejudice any other right of L VB which may arise due to AHASV's default under the Loan Documents. COLLATERAL ASSIGNMENT OF LEASE AND RENTS ABASV I LVE 1 LINCOLN COUNTY PAGE20F6 ·...·0 0 I. :':." V -......__ 5. ASSIGNMENT OF LEASES UPON DEFAULT. In the event of a default under the Loan Documents, AHASV hereby assigns and transfers to L VB all the leases and sublease, if any, made to the occupants of the Leased Property and all of its right, title! and interest to the security states in those leases and subleases, and the AHASV further authorizes and empowers L VE to honor terms, conditions and provisions of the leases and subleases or to rènt anyone of more of the units in Leased Property upon such terms, conditions, and provisions as L VB, in its sole discretion deems prudent and to execute any and all documents necessary to accomplish that end. L VB shall have the full power and authority to do any and all acts with respect to the Leased Property as the AHASV might or be permitted to do, with full power and substitution, and AHASV hereby expressly ratifies and confirms those acts, which might be done by L VB. 6. LEASE MODIFICATION. AHASV will not, without the prior written consent of L VE, cancel, modify, or surrender any lease now or in the future existing with respect to any unit in the Leased Property; abate or reduce any rent due under any lease; modify, alter or amend any of the terms, provisions and conditions of any lease; and/or execute any new lease for any unit in the Leased Property. 7. ACCOUNTABILITY. LVE, except for its acts of gross negligence or willful misconduct, shall not be liable or responsible in any way for the failure to account or fraud or defalcation of rents received by L VB's agent designated to manage the Leased Property or collect the rents. Assignee shall in no way be liable for its failure or refusal to make repairs to the Leased Property nor for any debt incurred in connection with the operation of the Leased Property. 8. DEFAULT. Notwithstanding anything to the contrary contained in this Collateral Assignment of Lease and Rents, the default provisions contained in the Loan.· Documents shall in no way be affected by the terms, provisions and conditions contained in this document. 9. LYE'S RIGBT IN THE COLLATERAL. The Collateral Assignment of Lease and Rents supplements the' Loan Documents. It is expressly agreed by the parties hereto that the rights and powers gïven to L VB contained in this document shall in no way preju,dice or estop L VE in the exercise of the rights afforded to it in the Loan Documents or against any other collateral of AHASV that L VE may have. . 10. SURPLUS. Except as required by law, L VE may, but shall be under no obligation to do so, turn over to the AHASV any· swplus moneys which L VE may have after paying all expenses incurred in connection with the operation of the Leased Property and establishing a reserve fund necessary for the payment or fixed charges due or to become due for such time as L VB, in its sole discretion, deems reasonable. The tender by L VE to AHASV of swplus moneys on one occasion shall not obligate L VE to tender swplus moneys thereafter. 11. FURTHER ASSIGNMENT BY LYE. LVE may assign all of its right, title, and interest in and to this Collateral Assignment of Lease and Rents to any person or COLLATERAL ASSIGNMENT OF LEASE AND RENTS AHASV I LYE I LINCOLN COUNTY PAGE30F6 eUU191 entity to whom the Loan Documents are assigned, and, upon such assignment, the holder of the Loan Documents shall have all the rights and powers contained herein as if an original party hereto. 12. CONSENT. AHASV hereby expressly certifies that this . Collateral Assignment of Lease and Rents was approved and authorized by the board of directors of such corporation and that there is no requirement under the corporation's certificate of incorporation or bylaws that require the consent of its members. 13. DESCRIPTION OF LEASED PROPERTY. The Leased Property is more particularly described in the Lease Agreement that is attached hereto and is made a part hereof. 14. SATISFACTION OF UNDERLYING DEBT. Upon the payment in full of all indebtedness secured by the Loan Documents, LVE shall execute and deliver, in recordable fo~ a release of this Collateral Assignment of Lease and Rents. 15. ASSIGNOR'S COLLECTION OF RENTS. Provided that AHASV is not in default under the Loan Documents, AHASV shall have the right to collect, but not more than thirty (30) days prior to accrual, all rents, issues and profits from the Leased Property and to retain, use and enjoy same. 16. AGREEMENT BINDING. This Collateral Assignment of Lease and Ren~ shall be binding on the AHASV and its successors and assigns, and shall inure the benefit of L VE arid its successors and assigns. This ·Collateral Assignment of Lease and Rents may not be changed orally but only by an agreement in writing signed by the parties hereto. 17. GOVERNING LAW. The terms, conditions and provision of this Collateral Assignment of Lease and Rents shall be governed by the laws of the State of Wyoming. 18. NO PIUOR ASSIGNMENTS. AHASV represents and warrants that has not executed any prior assignment or pledge of any of its rights, nor are its rights . encumbered, with respect to the Leased Property assigned hereunder, or any of the rents, income, or profits due or to become due from the Leased Property, except as are encumbered by Loan Documents. AHASV further represents and warrants that it shall not assign, pledge or encumber the Leased Property to any party or entity during the terms of this Collateral Assignment of Lease and Rents. 19. LINCOLN COUNTY'S CONSENT. By signing this document, Lincoln County consents to this Collateral Assignment of Lease and Rents. . IN WITNESS WHEREOF, the AHASV, LVE, and Lincoln County have executed this Collateral Assignment of Leases and Rents the date and year first written above. COLLATERAL ASSIGNMENT OF LEASE AND RENTS .AHASV 1 LYE 1 LINCOLN COUNTY PAGE40F6 ANIMAL HUMAN ASSOCIATION OF STAR VALLEY, INC., a Wyoming Non-Profit Corporation 000192 BY: ~~~;~~ LOWER VALLEY ENERGY, a Wyoming Non-Profit Corporation LINCOLN COUNTY, WYOMING BY: STATE OF WYOMING ) ) SS. COUNTY OF LINCOLN ) ACKNOWLEDGED before me on this, the ~ day of July, 2008, by Mary Ann Ahrens, acting as President of the Animal Humane Association of Star Valley, a Wyoming Non-Profit Corporation, pursuant to authority provided to her by said Corporation's Board of Directors. WITNESs my hand and ofHcim seal. SHARON WALKER NOTARY PUBUC couNTY OF . STATE OF LINCOLN WYOMING MY COMMISSION EXPIRES JUNE 14, 2012 ~-Imt 0j/)~ ~ ,¿NOTARY PUBLIC My Commission expires: "-/Lj-~D/~ COLLATERAL ASSIGNMENT OF LEASE AND RENTS AHASV 1 LYE 1 LINCOLN COUNTY PAGE50F6 STATEOFWYOMING ) ) SS. COUNTY OF LINCOLN ) (:OO~9a ACKNOWLEDGED before me on this, the zg'<'-- day of July, 2008, by James R. Webb, acting as President of. Lower Valley Energy, a Wyori1Ìng Non-Profit Corporation, pursuant to authority provided to him by said Corporation's Board of Directors. WITNESS my hand and official seal. SETH C. JENKINS NOTARY PUBLIC COUNTY OF . STATE OF LINCOLN WYOMING MY COMMISSION EXPIRES JUNE 17, 2009 ~1k r_ A~ NOT Y PUBLIC ~ My Commission expires: '-e -\'1 - ~ STATE OF WYOMING ) ) SS. COUNTY OF LINCOLN ) ACKNOWLEDGED before me on this, the :J:J"J day of July, 2008, by Kent Connelly, acting as Chairman of the Board of Commissioners of Lincoln County, Wyoming, pursuant to authority provided to him as Chairman of said Commission. WITNESS my hand and official seal. ·;J:....1).'r.;'i!~:;.! ',.'.' C()HIf~NE ROBERTS - 1'10 1:,1, COUNTY OF ¡" LINCOLN ~( MY COMMISSION EXPif1:' q..j..~,\ \;"";",,",.,;IO\Cie~t!!.'JIo"'·" 0~~ NOTARY PUBLIC My Commission expires: q;~"dOO9 COLLATERAL ASSIGNMENT OF LEASE AND RENTS ~v 1 LVE I LINCOLN COUNTY PAGE60F6