Agenda - Council - 08/06/2018 - Laserfiche WebLink

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ASSIGNMENT OF RIGHTS UNDER TIF AGREEMENT This ASSIGNMENT OF RIGHTS UNDER TIF AGREEMENT (this "Agreement") is made and entered into as of July I -I, 2018, by and between AFFINITY AT RAMSEY, LLC, a Washington limited liability company ("Borrower"), and UMPQUA BANK, an Oregon state -chartered bank ("Lender"). RECITALS A. Lender and Borrower are parties to a loan agreement dated as of July , 2018 (together with all amendments, supplements, exhibits, and modifications thereto, the "Loan Agreement"), which sets forth the terms and conditions under which Lender will make a loan (the "Loan") to Borrower. Terms defined in the Loan Agreement shall have same meanings when used herein. B. The proceeds of the Loan will be used to provide financing to Borrower for the development of a 174 unit "age restricted at 55 and older" apaittnent complex known as "Affinity at Ramsey" located at the southwest corner of Ramsey Parkway NW and West Town Center Drive, Ramsey, Minnesota 55303 (the "Property"). C. In connection with the development of the Project, Borrower and the City of Ramsey, Minnesota (the "City"), a home rule charter city organized and existing under the constitution and laws of the State of Minnesota have entered into that certain Tax Increment Financing Agreement dated as of , 2018(as now or hereafter amended, the "TIF Agreement"), pursuant to which the City will issued to Borrower that certain Tax Increment Revenue Note (Affinity at Ramsey, LLC Project) (as now or hereafter amended, the "TIF Note"). D. To secure Borrower's obligations to Lender, Borrower granted to Lender a Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing to Lender (the "Mortgage") covering the Property. E. As a condition to Lender making the Loan, Borrower must assign it rights in and to the TIF Agreement to Lender as additional security for the Borrower's obligations to Lender. For and in consideration of the mutual covenants herein contained as well as other considerations, the receipt and sufficiency of which is hereby acknowledged, Borrower and Lender hereby agree as follows: 1. GRANT OF SECURITY INTEREST (a) Borrower hereby grants to Lender and Lender hereby accepts a security interest in all right, title and interest of Borrower in an to the TIF Agreement together with all proceeds and replacements thereof. Said security interest shall attach on execution hereof, and shall secure performance by Borrower of all of its obligations to Lender described in Section 2 herein. ASSIGNMENT OF RIGHTS UNDER TIF AGREEMENT 110191-0084/140727390.1 7/30/18 PAGE 1