04-25-2018 Council Packet - Laserfiche WebLink

Home Browse Search

THIRD PARTY PLEDGE AGREEMENT THIS THIRD PARTY PLEDGE AGREEMENT (“Pledge”) is made as of the ___ day of _____________, 2018, by ______________________________, a __________________________ (the “Pledgor”), in favor of the ECONOMIC DEVELOPMENT AUTHORITY OF THE CITY OF LITTLE CANADA, a political subdivision under the laws of the State of Minnesota (the “Lender”). RECITALS WHEREAS, in connection with that certain Purchase Agreement for the sale of real property of even date herewith (the “Purchase Agreement”) between Lender and DIGNICARE PROPERTIES I, LLC, a Minnesota limited liability company (“Dignicare”), Lender has agreed to extend a loan to Dignicare pursuant to that certain Promissory Note of even date herewith (the “Note”) in the principal amount of Four Hundred Thousand and 00/100 Dollars ($400,000.00) (the “Loan”) made payable to Lender. WHEREAS, Pledgor, as a member of Dignicare, has agreed to pledge its ownership interest in Dignicare as security to Lender for the Loan pursuant to the terms of this Pledge. NOW, THEREFORE, in consideration of the Loan and intending to be legally bound, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Pledgor does hereby covenant, agree, warrant, represent, assign, set over and transfer, to the extent assignable and transferable, as set forth herein: 1. Pledgor hereby assigns, transfers and sets over unto Lender all of its right, title and interest to its ____________________ percent (________%) membership interest in Dignicare (collectively, the “Collateral”). The Collateral shall be security for the full and timely and faithful repayment by the Dignicare of the Note and performance by the Dignicare of the obligations under the Note. 2. Commencing on the date hereof and continuing thereafter until the Note is paid in full, Lender shall be entitled to a first security interest in the Collateral. 3. Lender will not be deemed in any manner to have assumed any of the obligations related to the Collateral. Pledgor agrees to indemnify and to hold Lender harmless of and from any and all liability, loss or damage which it may or might incur by reason of any claims or demands against it based on its alleged assumption of Pledgor’s duty and obligation pursuant to the Collateral upon an event of default under the Note; provided, that Pledgor shall not be required to indemnify Lender for any loss or damage Lender may incur which arise from Lender’s intentional misconduct or gross negligence. 4. Pledgor warrants and represents that: a. It has the right to exercise and deliver this Pledge. b. It has made no prior assignments or pledge of the Pledgor’s right or interest in the Collateral. c. Pledgor acknowledges that Lender has control of the Collateral. d. Pledgor shall be responsible for all normal and customary fees in connection with the Collateral, if any. 79