Agenda - Council - 03/24/2015 - Laserfiche WebLink

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E. Advances that the HRA makes under the terms of the Loan Agreement to pay costs incurred in connection with the development and construction of the Project shall be deemed equity contributions from F&C Member to F&C Apartments. F. Pursuant to the terms of the Loan Agreement, F&C Member is obligated to grant the HRA a first priority security interest in the limited liability company membership interests in Issuer that F&C Ramsey owns and is obligated to cause all other members of Issuer to grant the HRA a first priority security interest in their limited liability membership interests in Issuer, to secure F&C Member's performance of its obligations to the HRA under the terms of Note No. 1, Note No. 2 and the Loan Agreement. AGREEMENTS: NOW, THEREFORE, in consideration of the premises and in order to induce the HRA to enter into the Loan Agreement, Note No. 1 and Note No. 2, Pledgors hereby agree with the HRA as follows: 1. Collateral and Grant of Security Interests. In consideration of the loans made by the HRA to F&C Member pursuant to the Loan Agreement and any credit or other financial accommodations now existing or hereafter made by the HRA to or for the account or benefit of F&C Member, and as an inducement therefor, each Pledgor hereby grants to the HRA a security interest in all of that Pledgor's now owned or hereafter acquired right, title and interest in the following described property (hereinafter called "Collateral"): 1.1 All of Pledgor's now owned and hereafter acquired limited liability company membership interests in F&C Ramsey Apartments, LLC, an Indiana limited liability company (hereinafter "Issuer"), including but not limited to all of Pledgor's financial rights, economic rights, voting rights, control rights, governance rights, member status rights and its right to share in all profits and distributions (collectively, the "Pledged Membership Interests"); and 1.2 All certificates, options, rights, membership distributions (cash or otherwise), splits, warrants and other distributions issued as an addition to, in substitution or in exchange for or on account of the Pledged Membership Interests; and 1.3 All property received upon the sale, exchange, collection or other disposition of Collateral or proceeds therefrom, whether cash or non-cash proceeds, and all products of the foregoing. 2. Secured Obligations. The security interest granted hereby secures payment and performance to the HRA of all of F&C Member's indebtedness, liabilities and obligations to the HRA, whether now existing or hereafter arising, whether otherwise secured or unsecured and howsoever evidenced, arising or created, including but not limited to all of F&C Member's obligations arising under the Loan Agreement, Note No. 1 and Note No. 2, including any extensions, modifications, substitutions, amendments and renewals thereof, whether for principal, interest, fees, expenses, indemnification or otherwise. In addition, since a default under the Development Agreement is a default under the Loan Agreement, the security interest 27