SET FORTH HEREIN.
16.
TERMINATION OF ASSIGNMENT.
UPON INDEFEASIBLE REPAYMENT AND
PERFORMANCE IN FULL OF THE DEBT AND THE OTHER OBLIGATIONS, THIS ASSIGNMENT SHALL
BE DEEMED AUTOMATICALLY TERMINATED AND OF NO FURTHER FORCE OR EFFECT.
17.
WAIVER OF TRIAL BY JURY.
BORROWER HEREBY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY LAW, THE RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR
COUNTERCLAIM, WHETHER IN CONTRACT, TORT OR OTHERWISE, RELATING DIRECTLY OR
INDIRECTLY TO THIS ASSIGNMENT, THE NOTE, OR THE OTHER LOAN DOCUMENTS OR ANY ACTS
OR OMISSIONS OF LENDER, ITS OFFICERS, EMPLOYEES, DIRECTORS OR AGENTS IN
CONNECTION THEREWITH.
18.
SUCCESSORS AND ASSIGNS.
THIS ASSIGNMENT SHALL BE BINDING UPON
BORROWER AND ITS SUCCESSORS AND ASSIGNS AND SHALL INURE TO THE BENEFIT OF LENDER
AND ITS SUCCESSORS AND ASSIGNS FOREVER.
BORROWER MAY NOT ASSIGN OR DELEGATE
THIS ASSIGNMENT WITHOUT THE PRIOR WRITTEN CONSENT OF LENDER, AND ANY ATTEMPTED
ASSIGNMENT WITHOUT SUCH CONSENT SHALL BE NULL AND VOID.
19.
HEADINGS, ETC.
THE HEADINGS AND CAPTIONS OF VARIOUS SECTIONS AND
PARAGRAPHS OF THIS ASSIGNMENT ARE FOR CONVENIENCE OF REFERENCE ONLY AND ARE NOT
TO BE CONSTRUED AS DEFINING OR LIMITING, IN ANY WAY, THE SCOPE OR INTENT OF THE
PROVISIONS HEREOF.
20.
PERFORMANCE OF BORROWER'S OBLIGATIONS.
BORROWER SHALL PAY
IMMEDIATELY UPON DEMAND ALL REASONABLE SUMS EXPENDED BY LENDER UNDER THE
AUTHORITY HEREOF TOGETHER WITH
8
INTEREST THEREON AT THE DEFAULT RATE AND THE SAME SHALL BE AN OBLIGATION OF
BORROWER AND SHALL BE SECURED HEREBY AND BY THE LOAN DOCUMENTS.
21.
FACSIMILE SIGNATURE.
EXECUTION OF THE SIGNATURE PAGE OF THIS
ASSIGNMENT BY BORROWER AND THE DELIVERY THEREOF TO LENDER OR ITS COUNSEL BY
FACSIMILE SHALL BE FULLY EFFECTIVE AS IF ANY SUCH PARTY HAD EXECUTED AND
DELIVERED AN ORIGINAL COUNTERPART OF THIS ASSIGNMENT.
22.
JOINT AND SEVERAL LIABILITY.
IF BORROWER CONSISTS OF MORE THAN
ONE PERSON, THE OBLIGATIONS AND LIABILITIES OF EACH SUCH PERSON SHALL BE JOINT
AND SEVERAL.
REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
9
IN WITNESS WHEREOF, Borrower has executed this Assignment as of the day and year
first above written.
PH FEE OWNER LLC, a Delaware limited
liability company
By:
Name:
Title:
OPBIZ, L.L.C., a Nevada limited liability
company
By:
Name:
Title:
EXHIBIT A
List of Contracts, Operating Permits, Construction Permits
(see attached)
EXHIBIT B
Form of Contracting Party's Consent
CONTRACTING PARTY'S CONSENT
[
] ("Contracting Party") is a party to an agreement
relating to the property commonly known as the Aladdin Hotel and Casino, Las
Vegas, Nevada, which agreement is attached as Exhibit A hereto (the
"Contract").
Contracting Party acknowledges that Column Financial, Inc., a
Delaware corporation ("Lender"), has made a loan to PH Fee Owner LLC, a Delaware
limited liability company, and OpBiz, L.L.C., a Nevada limited liability company
(individually or collectively as the context may require, "Borrower"), which
loan is secured by, among other things, Borrower's right, title and interest in
and to the Property and the contracts, licenses and permits relating to the
Property.
Contracting Party hereby agrees as follows:
1.
Contracting