04-24-2024 Council Packet - Laserfiche WebLink

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4861-4308-2652.2 1 KUTAK ROCK DRAFT 04/15/2024 PLEDGE AND SECURITY AGREEMENT THIS PLEDGE AND SECURITY AGREEMENT (as hereafter amended, modified or supplemented, this “Agreement”), dated as of May ___, 2024, by SAINT PAUL ACADEMY AND SUMMIT SCHOOL, a Minnesota nonprofit corporation (together with its permitted successors and assigns, the “Borrower”) to BREMER BANK, NATIONAL ASSOCIATION, a national banking association (together with its permitted successors and assigns, the “Lender”). WITNESSETH: WHEREAS, the City of Little Canada, Minnesota (the “City”) has issued its $10,000,000 Capital Campaign Financing Note, Series 2024 (Saint Paul Academy and Summit School Project) (the “Note”) pursuant to a Loan Agreement, dated as of May ___, 2024 (as amended, modified or supplemented from time to time, the “Loan Agreement”), between the Borrower and the City, to finance part of the acquisition, construction and equipping of renovations to be constructed to the lower kindergarten through fifth-grade school, including improvements to classroom and community space, and improvements to safety, accessibility, and infrastructure located at 1150 Goodrich Avenue on the campus of the Borrower in the City of St. Paul, Minnesota (the “Project”); and WHEREAS, the City 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 Borrower has embarked on a fundraising capital campaign with respect to the Project and has been and will be receiving capital campaign pledges and donations (the “Capital Campaign Pledges”) with respect to the Project and the Borrower has agreed to deposit all cash received with respect to such Capital Campaign Pledges into an account held by Lender (the “Capital Campaign Account”) as security for the Note; and NOW, THEREFORE, in consideration of the foregoing and the undertakings set forth herein and in the Loan Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Borrower hereby agrees as follows: 1. Pledge and Assignments. (a) As continuing security for the strict performance and observance by the Borrower of all its agreements, warranties, covenants, conditions and other obligations under the Loan Agreement and the Note, the Borrower hereby transfers, pledges and assigns to Lender all of the Borrower's rights, now existing or hereafter arising, to receive the Capital Campaign Pledges and the Capital Campaign Account. (b) The Lender and the Borrower both acknowledge that the Borrower’s payment obligations under this Agreement are limited to funds and donations received pursuant to the Capital Campaign Pledges. No other revenues of the Borrower are pledged or assigned under this Agreement.