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90029193v2 <br /> <br />2 <br /> <br />comprised of independent living units, assisted living units, and memory-care units (a combined <br />total of approximately 166 dwelling units), located at 3200 Lake Johanna Boulevard in Arden Hills <br />(the “2012B Project”); and <br />WHEREAS, the City pledged and assigned to the Lender all of the City’s rights, title, and <br />interest in the 2012B Loan Agreement (except for certain reserved rights) to the Lender pursuant <br />to an Assignment of Loan Agreement dated as of January 1, 2012, between the City and the <br />Lender; and <br />WHEREAS, under the terms of the 2012B Loan Agreement, as amended by the 2015 <br />Amendment Agreement, the Borrower has agreed to repay the 2012B Note in specified amounts <br />and at specified times sufficient to pay in full when due the principal of, premium, if any, and <br />interest on the 2012B Note; and <br />WHEREAS, the Notes are currently owned by the Lender; and <br />WHEREAS, the City has been advised by the Lender that (a) the interest rate on each of <br />the Notes is currently a variable rate that is to be adjusted on the 15th day of each calendar month <br />to a rate based upon the 1-Month LIBOR Rate (as defined in the respective Notes), plus a spread, <br />and (b) the 1-Month LIBOR Rate is being phased out effective June 30, 2023, and will no longer <br />be available after that date; and <br />WHEREAS, the Borrower and the Lender have agreed to replace the 1-Month LIBOR Rate <br />in each of the Notes with the Fallback Rate (SOFR) (the “Modifications”), as further described in <br />an Allonge to Note between the City, the Borrower, and the Lender relating to the 2011A Note <br />(the “2011A Allonge”) and an Allonge to Note between the City, the Borrower, and the Lender <br />relating to the 2012A Note (the “2012A Allonge” and, together with the 2011A Allonge, the <br />“Allonges”), substantially final forms of which have been provided to the City; and <br />WHEREAS, the Lender has advised the City that the Fallback Rate (SOFR), as modified <br />by the proposed spread for each of the Notes, is a rate comparable to the 1-Month LIBOR Rate, as <br />modified by the existing spread applicable to each of the Notes;