ASSIGNMENT OF LEASES AND RENTS
THIS ASSIGNMENT OF LEASES AND RENTS (the "Assignment") is made this 27th
day of December, 1989, by LONDONTOWN CORPORATION, a Delaware corporation,
("Assignor"), to METLIFE CAPITAL CREDIT CORPORATION, a Delaware corporation
("Assignee").
WITNESSETH
FOR VALUE RECEIVED, Assignor does hereby SELL, ASSIGN, TRANSFER, SET OVER
and DELIVER unto Assignee, its successors and assigns, and grant to Assignee,
its successors and assigns all of Assignor's interest in any and all leases,
present or future, (all present leases being identified on Exhibit B attached
hereto and incorporated herein by reference), written or oral, and all
agreements for use or occupancy of any portion of the buildings and improvements
now or hereafter on the real property situate and lying in Carroll County,
Maryland, respectively and more particularly described on Exhibit A attached
hereto and incorporated herein by this reference (hereinafter collectively
referred to as the "Property").
TOGETHER with any and all extensions and renewals thereof and any and all
further leases, lettings or agreements (including subleases thereof and
tenancies following attornment) upon or covering use or occupancy of all or any
part of the Property (all such leases, agreements, subleases and tenancies
heretofore mentioned are hereinafter collectively referred to as "Leases").
TOGETHER with any and all guarantees of any tenant's performance under any
of the Leases.
TOGETHER with the immediate and continuing right to collect and receive all
of the rents, income, receipts, revenues, issues and profits now due or which
may become due or to which Assignor may now or shall hereafter (including the
period of redemption, if any) become entitled or may demand or claim, arising or
issuing from or out of the Leases or from or out of the Property or any part
thereof, including but not by way of limitation: (a) minimum rents, additional
rents, percentage rents, parking maintenance, tax and insurance contributions,
deficiency rents and liquidated damages following default, the premium payable
by any tenant upon the exercise of any cancellation privilege originally
provided in any of the Leases, and any rights and claims of any kind which
Assignor may have against any tenant under the Leases or any subtenants or
occupants of the Property, all proceeds payable under any policy of insurance
covering loss of rents resulting from untenantability caused by damage or
destruction to the Property (sometimes hereinafter collectively referred to as
"Rents"); (b) payment for loss or damage, and rebate, refund or return of any
premium, now or hereafter paid or payable under any policy of insurance covering
the whole or any part of the said Property (sometimes hereinafter referred to as
"Losses or Rebates"); (c) any sum or sums now due or hereafter to become due by
reason of any taking of the whole or any part of the Property for public
purposes, by right of eminent domain or otherwise, or by reason of any claim now
or hereafter
existing against any and all parties whomsoever for compensation for real or
alleged harm or damage done to or in connection with the Property (sometimes
hereinafter referred to as "Damages"); and (d) any abatement, rebate, refund or
return, whether now or hereafter payable, of the whole or any part of any tax,
assessment or other charge levied or assessed upon the whole or any part of the
Property whether heretofore or hereafter levied or assessed or that hereafter is
paid (sometimes hereinafter referred to as "Abatements").
TO HAVE AND TO HOLD the same unto Assignee, its successors and assigns
forever, or for such shorter period as hereinafter may be indicated.
The following covenants and agreements shall control the rights of Assignor
and Assignee with respect to the Leases:
1. Upon or at any time after and during a Default (as that term is defined
in the Deed of Trust and Security Agreement of even date herewith from Assignor
to Jack N. Zemil and Daniel L. Wieneke, Trustees for the benefit of Assignee
[the "Deed of Trust"]), Assignor irrevocably constitutes and appoints Assignee,
as its lawful attorney in its name and stead:
(a) to collect any and all of the Rents, Losses or Rebates, Damages
and/or Abatements;
(b) to use such measures, legal or equitable, as in its reasonable
discretion may be deemed necessary or appropriate to enforce the payment of the
Rents, Losses or Rebates, Damages, Abatements and/or any security given in
connection therewith;
(c) to secure and maintain the use and/or possession of the Property
and/or any part thereof;
(d) to fill any and all vacancies and to rent, lease and/or let the
Property and/or any part thereof at its reasonable discretion;
(e) to order, purchase, cancel, modify, amend and/or in any and all
ways control and deal with any and all policies of insurance of any and all
kinds now or hereafter on or in connection with the whole or any part of the
Property at its reasonable discretion and to adjust any loss or damage
thereunder and/or to bring suit at law or in equity therefor and to execute
and/or render any and all instruments deemed by Assignee to be necessary or
appropriate in connection therewith;
(f) to adjust, bring suit at law or in equity for, settle or otherwise
deal with any taking of any or all of the Property for public purposes as
aforsaid or any claim for real or alleged harm or damage as aforesaid and to
execute and/or render any and all instruments deemed by Assignee to be necessary
or appropriate in connection therewith;
(g) to adjust, settle or otherwise deal with any Abatements and to
execute and/or render any and all instruments deemed by Assignee to be necessary
or appropriate in connection therewith;
- 2 -
(h) to use and apply Rents, Losses or Rebates, Damages and/or
Abatements to the payment of any taxes, assessments and charges of any nature
whatsoever that may be levied or assessed in connection with the Property, to
the payment of premiums on such policies of insurance on or in connection with
the whole or any part of the Property as may be deemed advisable by Assignee, to
the payment of any and all indebtedness, liability or interest of the Assignor
and/or those secured by the Loan Documents (as hereinafter defined), whether now
existing or hereafter to exist, to the payment of all expenses in the care and
management of the Property, including such repairs, alterations, additions
and/or improvements to the Property or any part thereof, as may be deemed
necessary or advisable by Assignee, to the payment of reasonable attorneys'
fees, court costs, labor, charges and/or expenses incurred in connection with
any and all things which Assignee may do or cause to be done by virtue hereof,
and to the payment of such interest on the indebtedness or on any of the
foregoing, if any, as may be deemed necessary or advisable by Assignee; and
(i) to make contracts for the care and management of the whole or any
part of the Property in such form and providing for such compensation as may be
deemed advisable by Assignee, and for the performance or execution of any or all
of these presents, to constitute, appoint, authorize and in its place and stead
put and substitute one attorney or attorneys, and to do, execute, perform and
finish for Assignor and in Assignor's name all and singular those things which
shall be necessary or advisable or which Assignor's said attorney or its
substitute or substitutes shall deem necessary or advisable in and about, for,
concerning these presents or the Property as thoroughly, amply and fully as
Assignor could do concerning the same, being personally present, and whatsoever
Assignor's said attorney, or its substitute or substitutes shall do or cause to
be done in, about or concerning these presents or the Property or any part of
any of them Assignor hereby ratifies and confirms; and also hereby granting to
Assignee full power and authority to exercise at any and all times each and
every right, privilege and power herein granted, without notice to Assignor.
2. Assignor warrants and represents to Assignee that all Leases are valid
and enforceable; that no rent reserved in the Leases has been paid more than
thirty (30) days in advance or assigned (except to General Electric Capital
Corporation); that, to its knowledge, no tenant thereunder is in default of the
terms thereof; that all Leases shall have been approved by Assignee prior to
execution by Assignor; that it will not modify, alter, amend, terminate, cancel
or accept a surrender of any of the Leases prior to the end of the term thereof,
without first obtaining the written consent of Assignee, such consent not to be
unreasonably withheld or delayed; and that no request will be made of any tenant
to pay any rents, and no rents will be accepted other than security deposits,
more than thirty (30) days in advance of the dates upon which such rents become
due and payable under the terms of the Leases, it being agreed between Assignor
and the tenants under the Leases that rents shall be paid as provided in the
Leases and not otherwise, and in no event for more than one month in advance.
Assignor shall observe and perform all obligations imposed upon landlord under
said leases and shall not do or suffer to be done anything to impair the
security thereof.
- 3 -
3. Notwithstanding any provision hereof, Assignee grants to Assignor (a) a
license to collect all rents under the Leases, such rent to be held in trust for
Assignee, and (b) a license to manage the Property under the Leases and to
otherwise undertake those actions set forth in Sections l(a) through (i) above
to the extent permitted and subject to any limiations therein contained or set
forth in any of the other Loan Documents. Each month, upon Assignor's compliance
with all of its obligations required under a certain Deed of Trust Note, and a
Deed of Trust and Security Agreement of even date herewith (as those terms are
defined in the Deed of Trust and Security Agreement, and other documents of even
date herewith which evidence and secure a loan from Assignee to Assignor in the
amount of $14,000,000.00 (hereinafter the "Loan Documents"), Assignor may retain
such rents as were collected that mouth and held in trust for Assignee. If in
any month, there is a Default (as defined in the Deed of Trust) by Assignor
under the terms of any of the Loan Documents, said license granted to Assignor
will be automatically and immediately revoked. No notification of revocation is
required.
4. Upon revocation of said license, Assignee, its successors and assigns,
shall promptly notify all lessees under the Leases that Assignee will forthwith
collect all rents directly and not through its licensee. Assignee, its
successors and assigns, may enter upon the Property and take possession thereof,
and may do every act and thing that such Assignor or any subsequent owner of
Property might or could do.
5. Upon payment of all indebtedness secured by the Loan Documents, this
Assignment shall be null and void, and Assignee agrees to execute instruments,
in form reasonably satisfactory to Assignor, which shall reassign the Leases to
Assignor.
6. Assignor, as a condition of the license granted by Assignee, shall be
responsible for the control, care and management of the Property and shall carry
out all of the terms and conditions of the Leases. Assignee shall not be
responsible for any waste committed or permitted on the Property by any tenant
nor shall Assignee be liable by reason of any dangerous or defective condition
on or about the Property, except if such condition is caused by the willful and
intentional misconduct and gross negligence of Assignee. Assignor shall and does
hereby agree to indemnify and to hold Assignee harmless of and from any and all
liability, loss or damage which is made or might incur under any of the Leases
or under or by reason of this Assignment and of and from any and all claims and
demands whatsoever which may be asserted against it by reason of any alleged
obligations or undertakings on its part to perform or discharge any of the
terms, covenants or agreements contained in the Leases except if such condition
is caused by the willful and intentional misconduct and gross negligence of
Assignee; should Assignee incur any such liability, loss or damage under any of
the Leases or under or by reason of this Assignment, or in the defense of any
such claims or demands, the amount thereof, including costs, expenses and
reasonable attorneys' fees, shall be secured hereby, and Assignor shall
reimburse Assignee therefor within seven (7) days of demand.
7. Assignee shall not in any way be responsible for failure to do any or
all of the things for which rights, interest, power and/or authority are herein
granted to it; and Assignee shall be liable for only such monies as
- 4 -
it actually receives under the terms hereof, provided, however, that failure Of
Assignee to do any of the things or exercise any of the rights, interest, powers
and/or authorities hereunder shall not be construed to be a waiver of any of the
rights, interests, powers or authorities hereby assigned and granted to
Assignee.
8. Assignor will assign and transfer to Assignee any and all further leases
upon all or any part of Property and will execute and deliver upon the request
of Assignee any and all instruments from time to time reasonably requested by
Assignee to carry these presents into effect or to accomplish any other purpose
deemed by Assignee to be necessary or appropriate in connection with this
Assignment or the Loan Documents. So long as there is no existing Default (as
defined in the Deed of Trust), Assignee agrees that it will not seek to effect
any lien to which Assignor may be entitled upon the personal property and trade
fixtures of any of Assignor's lessees, and upon the receipt of a written request
from any of Assignor's lessees, Assignee shall agree to waive its right to
distrain against the personal property and trade fixtures of Assignor's lessees.
9. These presents shall in no way operate to prevent Assignee from pursuing
any remedy which it now or hereafter may have because of any present or future
breach of the terms or conditions of the Loan Documents or any extension
thereof.
10. Assignor shall, within thirty (30) days after execution of this
Assignment, notify all present tenants, and agrees to notify all future tenants,
that Assignor collects and receives all rents under authority of a license
granted to it by Assignee and that, if any tenant receives notice from Assignee
that Assignor's license to collect and receive rents has been revoked, such
tenant shall, upon receipt of said notice and from that time forward, pay all
unpaid rent directly to Assignee or as instructed by Assignee.
11. The terms, covenants, conditions and warranties contained herein and
the powers granted hereby shall run with the land, shall inure to the benefit of
and bind all parties hereto and their respective heirs, executors,
administrators, personal representatives, successors and assigns, and all
lessees, subtenants and assigns of same, and all occupants and subsequent owners
of the Property, and all subsequent holders of the Loan Documents.
12. This Assignment is to construed and enforced according to, and governed
by, the laws of the State of Maryland.
13. Assignor agrees that Assignee may exercise any and all of its rights
hereunder through the trustees under the Deed of Trust for the Property, and
Assignor hereby confirms to said trustees and their successors, that they shall
have the same rights and interest as Assignee in the event of Assignee's
direction that said trustees act hereunder.
- 5 -
IN WITNESS WHEREOF, this Assignment of Leases and Rents has been properly
executed and sealed by Assignor on the day and year first written above.
WITNESS/ATTEST: LONDONTOWN CORPORATION, a Delaware
corporation
/s/ By: /s/ Zachary C.Goldman (SEAL)
- --------------------------------- ---------------------------
Assistant Secretary Zachary C.Goldman Vice President
and Chief Financial officer
- 6 -
EXHIBIT A
DESCRIPTION OF REAL PROPERTY
BEING A 35.733 ACRE TRACT AT LONDONTOWN BOULEVARD,
EAST OF MARYLAND ROUTE 32, ELDERSBURG, CARROLL COUNTY, MARYLAND
---------------------------------------------------------------
BEGINNING on the northeast side of the 50 foot wide right-of-way at the
westernmost corner of parcel "A" containing 29.44 acres of land and shown on the
plat titled "Londontown Manufacturing Company" as recorded among the Land
Records of Carroll County in plat book 14 page 71, running thence binding on the
west and north outlines of said parcel "A" six courses (1) North 51 degrees 00
minutes 00 seconds East 279.58 feet, (2) North 22 degrees 00 minutes 00 seconds
East 997.85 feet, (3) South 46 degrees 55 minutes 54 seconds East 785.00 feet,
(4) South 75 degrees 05 minutes 24 seconds East 692.44 feet, (5) South 15
degrees 53 minutes 44 seconds West 702.42 feet, (6) South 76 degrees 22 minutes
37 seconds West 734.39 feet to the northeast side of said 50 foot wide
right-of-way, thence binding thereon and binding also on the southwest outlines
of said parcel "A" four courses (7) North 60 degrees 44 minutes 21 seconds West
13.88 feet (8) Northwesterly by a curve to the left with a radius of 850.00
feet, the arc distance of 207.19 feet, (9) Northwesterly by a curve to the right
with a radius of 1934.77 feet the arc distance of 800.38 feet and (10) North 51
degrees 00 minutes 00 seconds West 22.00 feet to the place of beginning.
TOGETHER WITH the right and privilege to the use, in common with others
entitled thereto, of such portion of a 50-foot-wide right-of-way running along a
portion of the southwesterly boundary of parcel "A" described hereunder, and
continuing along the southwesterly boundary of parcel "C", as shown on the
aforementioned plat, to Maryland Route 32, for the purpose of ingress, egress
- 7 -
and regress to and from the parcels of land described hereunder and Maryland
Route 32, as set forth in and subject to the terms, conditions and reservations
regarding the same in the Deed dated November 26, 1988 from INTERCO INCORPORATED
to INTERCO SUBSIDIARY, INC. and recorded among the Land Records of Carroll
County, Maryland at Book 1122 Page 944, saving and excepting that portion of the
50 foot right-of-way conveyed to County Commissioners of Carroll County on
January 31, 1977 by that certain Deed recorded among the Land Records of Carroll
County, Maryland at Book 654 Page 119.
BEING THE SAME parcels of land granted and conveyed in the Deed from
INTERCO INCORPORATED to INTERCO SUBSIDIARY, INC., dated November 26, 1988 and
recorded among the Land Records of Carroll County, Maryland at Book 1122, Page
944 and the Deed from INTERCO SUBSIDIARY, INC. to LONDONTOWN CORPORATION, dated
November 26, 1988 and recorded among the Land Records of Carroll County,
Maryland at Book 1122, Page 947.
CONTAINING 35.733 acres of land.
- 8 -
EXHIBIT B
LIST OF ALL LEASES
1. NO currently existing leases.
- 9 -