04-24-2024 Council Packet - Laserfiche WebLink

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4864-4808-6428.2 THIS DECLARATION OF RESTRICTIVE COVENANTS (including the exhibits attached hereto) (as the same may be amended, modified or supplemented, this “Agreement”), made as of May __, 2024, is by and between SAINT PAUL ACADEMY AND SUMMIT SCHOOL, a Minnesota nonprofit corporation (together with its permitted successors and assigns, the “Borrower”), and BREMER BANK, NATIONAL ASSOCIATION, a national banking association (together with its permitted successors and assigns, the “Lender”). This Agreement is intended to be filed and recorded in the official public records of the Clerk and Recorder of the County of Ramsey, Minnesota, and shall constitute a restriction upon the use of the property described below, subject to and in accordance with the terms contained herein. W I T N E S S E T H: WHEREAS, the Borrower is or will be the owner of educational facilities located on the real property described in Exhibit A hereto, located at Dunlap and Goodrich Avenues and Randolph and Davern in Saint Paul, Minnesota (the “Project”); and WHEREAS, the financing and refinancing of the acquisition, construction and equipping of certain portions of the Project will be funded in part from proceeds of the $10,000,000 City of Little Canada, Minnesota (the “Issuer”) Capital Campaign Financing Note, Series 2024 (Saint Paul Academy and Summit School Project) (the “Note”) issued pursuant to the Loan Agreement dated as of May __, 2024 (the “Loan Agreement”) between the Issuer and the Borrower; and WHEREAS, the proceeds of the Note will be loaned to the Borrower as provided in the Loan Agreement; and WHEREAS, the Issuer has pledged and granted a security interest in all of its rights, title and interest in the Loan Agreement to the Lender; and WHEREAS, the Lender is unwilling to provide proceeds of the Note to finance the Project unless the Borrower, by executing this Agreement, consents to certain restrictions on the Project. NOW, THEREFORE, in consideration of the mutual promises and covenants set forth below, and of other valuable consideration, the Borrower and the Lender agree as follows: Section 1. Representations of the Borrower. The Borrower hereby represents, as of the date hereof, and warrants, covenants and agrees as follows: (a) The Borrower is a Minnesota nonprofit corporation and has duly authorized, by proper action, the execution and delivery of this Agreement. The Borrower is duly authorized by the laws of the State of Minnesota to transact business in Minnesota and to perform all of its duties hereunder. (b) The Borrower has title to the Project sufficient to carry out the purposes of this Agreement, and such title shall be in and remain in the name of the Borrower except as otherwise permitted by this Agreement and the Loan Agreement.