Agenda - Council - 07/12/2022 - Laserfiche WebLink

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such counsel has been specifically authorized by the Mortgagor or unless the Mortgagee believes in good faith that there are defenses available to it which are adverse or in conflict with those available to the Mortgagor or cannot be effectively asserted by common counsel. The Mortgagor shall not be liable to indemnify any person or party for any settlement of any such action effected without the Mortgagor's prior written consent. These covenants, representations and warranties are for the benefit of the Mortgagee, the registered owners of the Bonds, their successors and assigns, and any successor owner of the Mortgaged Property acquiring title upon foreclosure of the Mortgage or deed in lieu of foreclosure, and shall be deemed to survive termination of this Mortgage and shall survive the resignation or removal of the Mortgagee in its capacity as Trustee under the Indenture. Section 3.4 Assignment of Leases and Rents and Profits. This Mortgage constitutes an absolute and present assignment of the Leases and of the Rents and Profits and shall be fully operative without any further action on the part of either party. This assignment shall constitute a perfected, absolute and present, irrevocable, currently effective assignment of Rents and Profits within the meaning of Minnesota Statutes, Sections 559.17 and 576.25, or any successor statutes thereto, as the same may be amended from time to time, and is intended to comply fully with the provisions thereof, and to afford the Mortgagee,to the fullest extent allowed by law,the rights and remedies of a mortgage lender or secured lender pursuant thereto. The Mortgagee shall be entitled, at its option,upon the occurrence and continuation of an Event of Default hereunder which remains uncured, to all Rents and Profits; provided, however, that so long as no Event of Default has occurred and is continuing hereunder,the Mortgagor is hereby given permission to collect,receive, take, use, and enjoy all such Rents and Profits as these come due and payable, but not in advance thereof, and pursue any remedies for the enforcement of the Leases. Upon an Event of Default hereunder which remains uncured, the Mortgagee may exercise the rights herein granted upon notifying all lessees of any part of the Mortgaged Property (the "Lessees") of the right of the Mortgagee to receive such Rents and Profits, and shall instruct such Lessees to pay the same directly to the Mortgagee without any consent from the Mortgagor being required, a copy of this instrument and a statement by the Mortgagee that the Mortgage is in default being sufficient notice to such Lessees of the Mortgagee's rights to collect the same. The Mortgagee shall apply all Rents and Profits collected by the Mortgagee as provided in Minnesota Statutes, Section 576.25, subdivision 5 and any amounts remaining thereafter, shall be applied to the amounts payable under the Indenture and the Loan Agreement and all other obligations secured hereby in such order as set forth in the Indenture. Neither the exercise of any right under this Section 3.4 by the Mortgagee nor the application of any such Rents and Profits to the indebtedness and other sums secured hereby shall cure or waive any default or notice of default or invalidate any act pursuant hereto, but the rights herein granted shall be cumulative of all other rights and remedies. Receipt by the Mortgagee of Rents shall not constitute a waiver of any right that the Mortgagee may enjoy under this Mortgage or under the laws of the State, nor shall the receipt and application thereof cure any Event of Default hereunder nor affect any foreclosure proceeding or any sale authorized by this Mortgage and the laws of the State. There shall be no merger of any leasehold estate with the fee estate of the Mortgaged Property without the prior written consent of the Mortgagee. The Mortgagor covenants and agrees that it shall (a) timely observe and perform all of its obligations with respect to the Leases, including without limitation its obligations as lessor under 16 73092175v4