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1390/1144 01/04/18 - 1 - collateral assign v3 abasse\bank america\artis-clearwater\loan documents PREPARED BY AND WHEN RECORDED RETURN TO: Bank of America, N.A. Mail Code: CA4-702-06-06 2000 Clayton Road, 6th Floor Concord, CA 94520 Attention: CREB – Loan Administration (Space above reserved for recorder's use.) COLLATERAL ASSIGNMENT AND SUBORDINATION OF DEVELOPMENT AGREEMENT AND TAX INCREMENT REVENUE NOTE This COLLATERAL ASSIGNMENT AND SUBORDINATION OF DEVELOPMENT AGREEMENT AND TAX INCREMENT REVENUE NOTE (this "Assignment") is made and entered into as of ______________, 2018, by and among AX LINO LAKES L.P., a Delaware limited partnership ("Owner"), BANK OF AMERICA, N.A., a national banking association ("Bank"), and the LINO LAKES ECONOMIC DEVELOPMENT AUTHORITY, a body corporate and politic duly organized and existing under the laws of the State of Minnesota ("Authority"). Capitalized terms used herein without specific definition shall have the meanings given to them in the Development Agreement (as hereinafter defined). A. United Properties Development LLC, a Minnesota limited liability company ("Developer"), developed a warehouse facility located in Lino Lakes, Minnesota (the "Project"), on the real property described on Exhibit A attached (the "Property"). To assist Developer in financing the Project, Developer, Distribution Alternatives, Inc. ("Tenant"), and Authority entered into a Contract for Private Development dated as of July 25, 2016 (the "Development Agreement") filed with the Office of the County Recorder for Anoka County on November 1, 2016, as Document No. 2153796.001. Pursuant to the Development Agreement, Authority issued to Developer that certain Tax Increment Revenue Note dated as of November 22, 2017, in the maximum principal amount of $1,200,000.00 (the "TIF Note"). B. Developer conveyed the Project and the Property to Owner and assigned to Owner all of its rights and obligations with respect to the Development Agreement and the TIF Note pursuant to an Assignment and Assumption of Contract for Private Development and Assignment of the Note dated as of December 20, 2017. C. Pursuant to a Term Loan Agreement (the "Loan Agreement") between Owner, as Borrower, and Bank, as Lender, Bank has agreed to make a loan to Owner in the maximum principal amount of Sixteen Million One Hundred Ten Thousand and No/100 Dollars ($16,110,000.00) (the "Project Loan"). The Project Loan will be secured by, among other things, a Mortgage, Security Agreement, Assignment and Fixture Filing, made by Owner in favor of Bank and encumbering the Property and the Project (as amended, restated or otherwise modified from time to time, the "Mortgage"). D. Pursuant to the Loan Agreement, and as a condition to making the Project Loan, Bank has required that Owner and the Authority execute and deliver this Assignment to Bank.