12-19-2007 Council Agenda - Laserfiche WebLink

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PLEDGE AGREEMENT This Pledge Agreement is dated as of December 20, 2007, between THE CITY OF LITTLE CANADA, MINNESOTA, a municipal corporation existing under the constitution and laws of the State of Minnesota and its home rule charter (the "City ") and BANKCHEROKEE, in St. Paul, Minnesota, a Minnesota banking corporation (the "Lender "). RECITALS WHEREAS, St. John's Church of Little Canada, Minnesota (a/k/a St. John the Evangelist Church), a Minnesota religious corporation (the "Borrower ") and the City have entered into a Loan Agreement (the "Loan Agreement ") of even date herewith, pursuant to which the City will lend to the Borrower the proceeds of its 1S1,800,000] Educational Facilities Revenue Note (St. John the Evangelist School Project) Series 2007 (the "Note "); and WHEREAS, the Note is payable from and secured by the loan repayments to be made by the Borrower under the Loan Agreement; and the Lender, as a condition to the purchase of the Note, has required the execution of this Pledge Agreement. NOW THEREFORE, as an inducement to the Lender to purchase the Note, and in consideration of the promises and other good and valuable consideration, the receipt and sufficiency whereof is hereby acknowledged, the parties hereby agree as follows: 1. In order to secure the due and punctual payment of the Note and all other sums due the Lender under the Loan Agreement, the City does hereby pledge and assign to the Lender all of the City's right, title and interest in and to the Loan Agreement, subject to the City's rights under the provisions of Section 7.9 thereof. 2. The City hereby represents and warrants to the Lender that the City's right, title and interest in the Loan Agreement is free and clear of any lien, security interest or other encumbrance other than that arising under this Pledge Agreement. 3. The City hereby authorizes the Lender to exercise, whether or not a default exists under the Note or an Event of Default has occurred under the Loan Agreement, either in the City's name or the Lender's name, any and all rights or remedies available to the City under the Loan Agreement. The City agrees, on request of the Lender, to execute and deliver to the Lender such other documents or instruments as shall be deemed necessary or appropriate by the Lender at any time to confirm or perfect the security interest hereby granted. The City hereby appoints the Lender its attorney -in -fact to execute on behalf of the City, and in its name, any and all such assignments, financing statements or other documents or instruments which the Lender may deem necessary or appropriate to perfect, protect or enforce the security interest hereby granted. 4. The City will not: (a) exercise or attempt to exercise any remedies under the Loan Agreement except as permitted by Sections 6.2 and 7.9 of the Loan Agreement, or terminate, modify or accept a surrender of the same, or by affirmative act, consent to the creation or existence of any security interest or other lien in the Loan Agreement to secure payment of any other indebtedness; or 2110321v3 - 5 2 -