Exhibit 10.82
NOTICE, CONSENT AND ACKNOWLEDGMENT OF ASSIGNMENT
THIS NOTICE, CONSENT AND ACKNOWLEDGMENT OF ASSIGNMENT is made and entered
into as of the 16th day of September, 1996, by and between VIDEOTRONICS, INC., a
Nevada corporation, ("Lessor"), SANTA FE HOTEL, INC., a Nevada corporation
("Lessee") and PDS FINANCIAL CORPORATION, a Minnesota corporation ("Assignee").
PRELIMINARY RECITALS:
A. Lessor is leasing to Lessee certain equipment and personal property
(the "Equipment") pursuant to a Master Lease Agreement dated September 16, 1996
and Lease Schedule No. 1 thereto, dated of even date therewith, entered into by
and between Lessor and Lessee (collectively the "Lease").
B. The Lessor has assigned to Assignee, all of its right, title and
interest in and to all payments due and to become due under the Lease, including
but not limited to all payments of Rent, Additional Rent and any and all
payments related to the purchase, sale, release or other disposition of the
Equipment under the Lease and to the Sale Proceeds as such term is defined in
that certain Repossession Agreement dated September 16, 1996 by and between
Videotronics and PDS, as well as a security interest in the Equipment.
NOW THEREFORE, in consideration of the sum of One Dollar ($1.00) and other
good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, Lessor, Lessee, and Assignee agree as follows:
1. Notice of Assignment. Lessor hereby gives notice to Lessee that
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Lessor has assigned the rental payments payable under the Lease, and
has granted a security interest in the Equipment leased thereunder,
to Assignee. Such assignment of the rental payments is effective
with the rental payment due on October 15, 1996, from which time all
monthly rental payments owing by Lessee to Lessor under the Lease
are to be made directly to PDS at the following address:
PDS Financial Corporation
0000 Xxxx Xxxx Xxxxxxx, Xxxxx 000
Xxxx Xxxxxxx, XX 00000
This Assignment is irrevocable on the part of the Lessor and may not
be amended, withdrawn, rescinded or cancelled without the written
consent of Assignee.
2. Consent and Acknowledgment. Lessee acknowledges receipt of notice of,
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and consent to, such assignment and agrees as follows: (a) Lessee's
obligation to pay rent and all other sums under the Lease are absolute
and unconditional, and Lessee shall pay to PDS all rent and other sums
under the Lease directly to PDS, without abatement, reduction, set-
off, counterclaim, recoupment, defense, deferment or interruption for
any reason whatever, and said obligations shall continue in all events
and shall not be terminated or affected in any regard as a result of
any
reason, cause or event whatever; (b) the Lease is in full force and
effect and a true and correct copy of the Lease is attached hereto as
Exhibit "A"; (c) no default exists on the part of Lessee or Lessor in
the performance of its obligations under the Lease; (d) the Assignee
shall not be chargeable with any obligations or liabilities under the
Lease; (e) the Equipment has been delivered to the location set forth
in the Lease, found to be in good working order and accepted as the
Equipment under the Lease; (f) Lessee will send copies of all notices
which are required to be sent to Lessor under the Lease to Assignee;
and (g) Lessee will not permit the Lease or any of its provisions to
be amended or waived and Lessee will not rely on any consents given by
Lessor, without the prior written consent of Assignee.
3. Reaffirmation of Lease. Lessee hereby affirms the Lease and this
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Notice, Consent and Acknowledgment of Assignment. There have been no
prepayments of rent or other payments due under the Lease.
4. Assignee's Rights. This instrument is executed to induce Assignee to
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advance funds to Lessor, and Assignee shall be entitled to rely on the
terms contained herein and to enforce this instrument.
5. Successors and Assigns. This Agreement shall be binding upon and
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inure to the benefit of each of the parties hereto, and their
respective successors and assigns.
Executed as of the date first above-written.
VIDEOTRONICS, INC.,
A NEVADA CORPORATION
By: /s/ Xxxx Xxxxxx
_______________________________________
Its: President
______________________________________
SANTA FE HOTEL, INC.,
A NEVADA CORPORATION
By: /s/ Xxxxxx X. Land
________________________________________
Its: Senior Vice President and CFO
_______________________________________
PDS FINANCIAL CORPORATION,
A MINNESOTA CORPORATION
By: /s/ Xxxxx X. Xxxxxx
________________________________________
Its: COO
_______________________________________
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