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Collateral Assignemnt of TIF documentsFreddie Mac Loan Number: 509828396 Property Name: Lake Place Senior Apartments COLLATERAL ASSIGNMENT OF TIF DOCUMENTS (Revised 10-02-2024) THIS COLLATERAL ASSIGNMENT OF TIF DOCUMENTS (“Assignment”) is made effective as of the 15th day of November, 2024 by and between LAKES AT CHANHASSEN LLC, a Minnesota limited liability company (“Assignor”) and BELLWETHER ENTERPRISE REAL ESTATE CAPITAL, LLC, an Ohio limited liability company (“Lender”). RECITALS A. Assignor (in such capacity, “Borrower”) has requested that Lender make a loan to Borrower in the amount of [***$20,693,000.00***] (“Loan”). The Loan will be evidenced by a Multifamily Note from Borrower to Lender effective as of the date of this Assignment (“Note”). The Note is secured by, among other things, a Multifamily Loan and Security Agreement (“Loan Agreement”) and a Multifamily Mortgage, Assignment of Rents, Security Agreement and Fixture Financing Statement (“Security Instrument”), dated as of the date of this Assignment, which grants Lender a lien on the multifamily property encumbered by the Security Instrument known as Lake Place Senior Apartments located in Chanhassen, Minnesota (“Mortgaged Property”). The Note, the Loan Agreement, the Security Instrument, this Assignment and any of the other documents evidencing the Loan are collectively referred to as the “Loan Documents”. Other capitalized terms used but not defined in this Assignment will have the meanings given to those terms in the Loan Agreement. B. Pursuant to that certain Contract for Private Development by and between the Chanhassen Economic Development Authority (the “TIF Authority”) and Borrower dated April 6, 2021 (the “TIF Development Agreement”), and that certain Taxable Tax Increment Revenue Note – Series 2023A dated March 15, 2023 from the TIF Authority to Borrower (the “TIF Note”), the Mortgaged Property benefits from certain economic incentives granted by the TIF Authority in connection with payments by the TIF Authority under the TIF Note from available tax increment attributable to the Mortgaged Property and improvements thereto. True and correct copies of the TIF Development Agreement, the TIF Note, and all amendments thereto, are attached to this Assignment as Exhibit A and are referred to collectively as the “TIF Documents”). C. Reserved. D. Reserved. E. Lender requires as a condition to the making of the Loan that Assignor assign its rights under the TIF Documents to Lender as additional collateral security for the Loan. Collateral Assignment of TIF Documents Page 2 For good and valuable consideration the parties agree as follows: 1. Assignment of TIF Documents. As additional collateral security for the Loan, Assignor sets over and assigns to Lender, and grants Lender a security interest pursuant to the Uniform Commercial Code of the Property Jurisdiction or any other applicable law in, all of Assignor’s right, title, and interest in and to the TIF Documents (as they may be extended, renewed or replaced), which transfer and assignment will automatically become a present, unconditional assignment, at Lender’s option, in the event of a default by Borrower under the Note, the Loan Agreement, the Security Instrument or any of the other Loan Documents which is not cured within any applicable notice or cure period (each, an “Event of Default”). If an Event of Default has occurred, Lender may direct the TIF Authority to remit future payments due under the TIF Documents to Lender. Borrower expressly consents to all such remittances. Lender will be permitted to apply to the Indebtedness any such payments that it receives. 2. Assignor’s Representations, Warranties and Covenants. (a) Assignor represents and warrants with respect to the TIF Documents that each of the following is true: (i) The TIF Documents (including all amendments thereto) were duly executed to the best of Assignor’s knowledge, and are validly existing and enforceable in accordance with their terms (except to the extent that enforcement may be limited by the effect of bankruptcy, receivership, insolvency, reorganization, moratorium and other similar laws affecting the rights and remedies of creditors generally), and remain in full force and effect. (ii) Assignor’s interest in the TIF Documents is not subject to any defense, claim, setoff, lien, or encumbrance. (iii) No event has occurred that constitutes, or with the passage of time or the giving of notice, or both, would constitute, an event of default under the TIF Documents. (iv) Neither this Assignment nor any action or inaction on the part of Lender will constitute an assumption on the part of Lender of any obligations under the TIF Documents and Assignor will continue to be liable for all obligations under the TIF Documents. (v) There has been no prior collateral assignment of the TIF Documents which has not been terminated prior to or concurrently with the execution and delivery of this Assignment. Collateral Assignment of TIF Documents Page 3 (vi) A complete and accurate copy of the TIF Documents is attached to this Assignment as Exhibit A; and the TIF Documents have not been amended, modified, terminated, extended or supplemented, except as shown in Exhibit A. (b) Assignor makes the following covenants with respect to the TIF Documents: (i) Assignor will hold Lender and Lender’s stockholders, directors, officers, agents, and employees harmless from and against any loss, cost (including fees and disbursements of legal counsel), or other expenses, damages, or liability arising under or with respect to the TIF Documents or Assignor’s performance under (or breach of) the TIF Documents. (ii) Lender will have the right at any time (but will have no obligation) to take, in its name or in the name of Assignor or otherwise, such action as Lender may at any time or times determine to be necessary to cure any default by Assignor under the TIF Documents. (iii) Assignor will punctually perform all of its obligations under the TIF Documents. (iv) Assignor shall not amend the TIF Documents without first obtaining the prior written consent of Lender. (v) Assignor will not terminate the TIF Documents without Lender’s prior written consent. 3. [Reserved] 4. Lender’s Right Upon Event of Default. (a) Without limiting Lender’s rights described elsewhere, if an Event of Default exists under any Loan Document, to the extent permitted by applicable law, and subject to the terms of the TIF Documents, Lender will have the right to exercise all the rights, and receive all the benefits, under the TIF Documents held by Assignor. Lender does not assume any obligations or duties of the Assignor under the TIF Documents. Even if Lender exercises its rights under this Assignment, neither this Assignment nor any action or inaction on the part of Lender will constitute an assumption on the part of Lender of any obligations under the TIF Documents; Assignor will continue to be liable for all of its obligations under the TIF Documents. (b) [Reserved]. Collateral Assignment of TIF Documents Page 4 5. [Reserved] 6. Security Agreement. This Assignment is also a security agreement under the Uniform Commercial Code for the TIF Documents which, under applicable law, may be subjected to a security interest under the Uniform Commercial Code. Assignor hereby authorizes Lender to prepare and file financing statements, continuation statements and financing statement amendments in such form as Lender may require to perfect or continue the perfection of this security interest. 7. Attorney-in-Fact. Assignor irrevocably constitutes and appoints Lender as Assignor’s attorney-in-fact to demand, receive and enforce Assignor’s rights with respect to the TIF Documents and to do any and all acts in Assignor’s name or in the name of Lender with the same force and effect as Assignor could do if this Assignment had not been made. This appointment will be deemed to be coupled with an interest and irrevocable. 8. Termination. Following payment of the Loan in full and the release or assignment of the Security Instrument, this Assignment and all of Lender’s right, title and interest under this Assignment will terminate. 9. Notice. (a) All notices under or concerning this Assignment (“Notice”) will be in writing. Each Notice will be deemed given on the earliest to occur of: (i) the date when the Notice is received by the addressee, (ii) the first Business Day after the Notice is delivered to a recognized overnight courier service, with arrangements made for payment of charges for next Business Day delivery, or (iii) the third Business Day after the Notice is deposited in the United States mail with postage prepaid, certified mail, return receipt requested. Addresses for Notice are as follows: If to Lender: BELLWETHER ENTERPRISE REAL ESTATE CAPITAL, LLC, an Ohio limited liability company 1375 E. 9th Street, Suite 2400 Cleveland, Ohio 44114 Attention: Theresa Callahan Senior Vice President If to Assignor: LAKES AT CHANHASSEN LLC, a Minnesota limited liability company 1010 W St. Germain Street, Suite 750 St. Cloud, Minnesota 56301 Attention: (b) Any party to this Assignment may change the address to which Notices intended for it are to be directed by means of Notice given to the other party in accordance with this Section 9. Each party agrees that it will not refuse or reject delivery of any Notice given in accordance with this Section 9, that it will acknowledge, in writing, the receipt of any Notice upon request by the other party and that any Notice Collateral Assignment of TIF Documents Page 5 rejected or refused by it will be deemed for purposes of this Section 9 to have been received by the rejecting party on the date so refused or rejected, as conclusively established by the records of the U.S. Postal Service or the courier service. 10. Governing Law; Consent to Jurisdiction and Venue. (a) This Assignment will be construed in accordance with and governed by the laws of the Property Jurisdiction. (b) Assignor agrees that any controversy arising under or in relation to this Assignment may be litigated in the Property Jurisdiction. The state and federal courts and authorities with jurisdiction in the Property Jurisdiction will have jurisdiction over all controversies that may arise under or in relation to this Assignment. Assignor irrevocably consents to service, jurisdiction and venue of such courts for any such litigation and waive any other venue to which it might be entitled by virtue of domicile, habitual residence or otherwise. However, nothing in this Section 10 is intended to limit Lender’s right to bring any suit, action or proceeding relating to matters under this Assignment in any court of any other jurisdiction. 11. Captions, Cross References and Exhibits. The captions assigned to provisions of this Assignment are for convenience only and will be disregarded in construing this Assignment. Any reference in this Assignment to an “Exhibit” or a “Section”, unless otherwise explicitly provided, will be construed as referring, respectively, to an Exhibit attached to this Assignment or to a section of this Assignment. All Exhibits attached to or referred to in this Assignment are incorporated by reference into this Assignment. 12. Number and Gender. Use of the singular in this Assignment includes the plural, use of the plural includes the singular, and use of one gender includes all other genders, as the context may require. 13. No Partnership. This Assignment is not intended to, and will not, create a partnership or joint venture among the parties, and no party to this Assignment will have the power or authority to bind any other party except as explicitly provided in this Assignment. 14. Severability. The invalidity or unenforceability of any provision of this Assignment will not affect the validity of any other provision, and all other provisions will remain in full force and effect. 15. Entire Assignment. This Assignment contains the entire agreement among the parties as to the rights granted and the obligations assumed in this Assignment. Collateral Assignment of TIF Documents Page 6 16. Waiver; No Remedy Exclusive. Any forbearance by a party to this Assignment in exercising any right or remedy given under this Assignment or existing at law or in equity will not constitute a waiver of or preclude the exercise of that or any other right or remedy. Unless otherwise explicitly provided, no remedy under this Assignment is intended to be exclusive of any other available remedy, but each remedy will be cumulative and will be in addition to other remedies given under this Assignment or existing at law or in equity. 17. Third Party Beneficiaries. Neither any creditor of any party to this Assignment, nor any other person, is intended to be a third party beneficiary of this Assignment. 18. Further Assurances and Corrective Instruments. To the extent permitted by law, the parties will, from time to time, execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, such supplements to this Assignment and such further instruments as may reasonably be required for carrying out the intention of or facilitating the performance of this Assignment. 19. Counterparts. This Assignment may be executed in multiple counterparts, each of which will constitute an original document and all of which together will constitute one agreement. 20. Indemnity. By executing this Assignment, Assignor agrees to indemnify and hold harmless Lender and its successors and assigns from and against any and all losses, claims, damages, liabilities and expenses including Attorneys’ Fees and Costs, which may be imposed or incurred in connection with this Assignment. 21. Costs and Expenses. Wherever pursuant to this Assignment it is provided that Assignor will pay any costs and expenses, such costs and expenses will include Lender’s Attorneys’ Fees and Costs. 22. Determinations by Lender. In any instance where the consent or approval of Lender may be given or is required, or where any determination, judgment or decision is to be rendered by Lender under this Assignment, the granting, withholding or denial of such consent or approval and the rendering of such determination, judgment or decision will be made or exercised by Lender (or its designated representative) at its sole and exclusive option and in its sole and absolute discretion and will be final and conclusive, except as may be otherwise expressly and specifically provided in this Assignment. 23. Successors and Assigns. This Assignment will be binding upon and inure to the benefit of Assignor and Lender and their respective successors and assigns forever. 24. Secondary Market. Lender may sell, transfer and deliver the Note and assign the Loan Agreement, the Security Instrument, this Assignment and the other Loan Documents to one or more investors in the secondary mortgage market (“Investors”). In connection with such sale, Lender may retain or assign responsibility for servicing the Loan, including the Note, the Loan Agreement, the Security Instrument, this Assignment and the other Loan Documents, or may delegate some or all of such responsibility and/or obligations to a Collateral Assignment of TIF Documents Page 7 servicer including any subservicer or master servicer, on behalf of the Investors. All references to Lender in this Assignment will refer to and include any such servicer to the extent applicable. 25. Attached Exhibits. The following Exhibits, if marked with an “X” in the space provided, are attached to this Assignment: |X| Exhibit A Copy of TIF Documents [Remainder of Page Intentionally Left Blank] Collateral Assignment of TIF Documents Page S-1 IN WITNESS WHEREOF, the undersigned have executed this Assignment as of the day and year first written above. BORROWER: LAKES AT CHANHASSEN LLC, a Minnesota limited liability company By: TPS HOLDING LLC, a Minnesota limited liability company, its Manager By: Name: Todd M. Simning Title: President By: SILVER CREEK EQUITY LLC, a Delaware limited liability company, its Manager By: Name: Craig Hanson Title: Manager [SIGNATURES CONTINUE ON FOLLOWING PAGE] Collateral Assignment of TIF Documents Page S-2 [SIGNATURES CONTINUED FROM PREVIOUS PAGE] LENDER: BELLWETHER ENTERPRISE REAL ESTATE CAPITAL, LLC, an Ohio limited liability company By: Name: Therese Callahan Title: Senior Vice President Collateral Assignment of TIF Documents Page A-1 EXHIBIT A COPY OF TIF DOCUMENTS 4860-3933-4640, v. 3