Agenda - Council - 06/28/2005 - Laserfiche WebLink

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PLEDGE AGREEMENT This Pledge Agreement is made as of the . day of June, 2005 between the CITY OF RAMSEY, MINNESOTA, a municipal corporation and a body corporate and politic of the State of Minnesota (the "Issuer") and (collectively, the "Lender"). RECITALS: WHEREAS, Kilkenny Limited Liability Company, a Minnesota limited liability company (the "Borrower") and the Issuer have entered into a Loan Agreement (the "Loan Agreement") of even date herewith, pursuant to which the Issuer- will lend to the Borrower the net proceeds of the $35,000 Industrial Development Revenue Note of 2005 (Kilkenny Limited Liability Company Project) (the "Note"), dated as of the date hereof, issued pursuant to Minnesota Statutes, Sections 469.152 through 469.165 I, as amended; and WHEREAS, the Note is payable from and securedby the loan repayments to be made by the Borrower under the Loan Agreement; and the Lender, as a condition to the purchase of the Note, has required the execution of this Pledge Agreement. NOW THEREFORE, as an inducement to the Lender to purchase the Note, and in consideration of the promises and other good and valuable consideration, the receipt and sufficiency whereof is hereby acknowledged, the parties hereby agree as follows: 1. In order to secure the due and punctual payment of the Note and all other sums due the Lender under the Loan Agreement, the Issuer does hereby pledge and assign, to the Lender alt of the Issuer's right, title and interest in and to the Loan Agreement, subject to the Issuer's rights under the provisions of Section 7.9 thereof and the Lender agrees to be bound by the terms of the Loan Agreement. 2. The Issuer hereby represents to the Lender that, to the actual knowledge of the Issuer, and without investigation or inquiry, the Issuer's right,, title and interest in the Loan Agreement is free and clear of any lien, security interest or other encumbrance other than that arising under this Pledge Agreement. 3. The .Issuer hereby authorizes the Lender to exercise, whether or not a default exists under the Note or an Event of Default has occurred under the Loan Agreement, either in the Issuer's name or the Lender's name, any and all rights or remedies available to the Issuer under the Loan Agreement. The Issuer agrees, on request of the Lender, to execute and deliver to the Lender such other documents or instruments as shall be deemed necessary or appropriate by the Lender at any time to confirm or perfect the security interest hereby granted. The Issuer hereby appoints the Lender its attorney-in-fact to execute on behalf of the Issuer, and in its name, any and all such assignments, financing statements or other documents or instruments which the Lender may deem necessary or appropriate to' perfect, protect or enforce the security interest hereby granted. 4. The Issuer will not: 1779934vl -178-