10-11-2021 EDA Packet - Laserfiche WebLink

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2 Error! Unknown document property name. WHEREAS, the obligation of the Borrower to repay the Real Estate Note is set forth in that certain Loan Agreement dated as of October 1, 2021 (the “Bethel Loan Agreement”) between the City of Bethel, Minnesota and the Developer, which Bethel Loan Agreement was assigned by the City of Bethel, Minnesota to the Lender pursuant to that certain Assignment of Loan Agreement dated as of October 1, 2021; and WHEREAS, the obligation of the Borrower to repay the TIF Loan is evidenced by that certain TIF Note dated as of the date hereof (the “Bank TIF Note” and together with the Real Estate Note, the “Lender Notes”) in the original principal amount of $2,600,000; and WHEREAS, the Lender Notes are secured by, among other things, that certain Mortgage, Security Agreement, Fixture Financing Statement and Assignment of Leases and Rents dated as of October ___, 2021 (the “Mortgage”), executed by the Developer in favor of the Lender; and WHEREAS, the Mortgage was filed of record in the office of the Anoka County Recorder on ___________, as Document No. ___________; and WHEREAS, the Lender has required, as an express condition to extending the Loans pursuant to the Loan Agreement (a) that the Developer assign all of its rights under the Development Agreement and the TIF Note to the Lender to secure the obligations of the Developer to the Lender under the Lender Notes, and (b) that the Authority agrees to certain other matters, all as more fully contained herein. NOW THEREFORE, in consideration of the foregoing recitals and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows: 1. The Developer hereby assigns to the Lender all of its right, title and interest under and pursuant to the Development Agreement and the TIF Note, when issued, including, but not limited to, the right to receive payments under the TIF Note to secure the Developer’s obligations under the Lender Notes and the Loan Agreement. 2. To perfect the Lender’s security interest in the TIF Note, upon satisfaction of all conditions under the Development Agreement to the issuance of the TIF Note, the Authority shall issue the TIF Note to the Developer and the Developer will immediately assign and deliver the TIF Note to the Lender, and send the original thereof to the address of the Lender set forth in Section 16 hereof. 3. The Developer hereby represents and warrants to the Lender that there have been no prior assignments of the Development Agreement or the TIF Note, that the Development Agreement is and the TIF Note will be valid enforceable agreements and that neither the Developer nor the Authority is in default thereunder and that all covenants, conditions and agreements have been performed as required therein, except those not to be performed until after the date hereof. The Developer hereby agrees not to sell, assign, pledge, mortgage or otherwise transfer or encumber its interest in the Development Agreement or the TIF Note as long as this Agreement is in effect. The Developer hereby irrevocably constitutes and appoints the Lender as its attorney-in-fact to demand, receive and enforce the Developer’s rights with respect to the Development Agreement and the TIF Note for and on behalf of and in the name of the Developer