EDA Agenda 03-24-2021 AGENDA
REGULAR MEETING - ECONOMIC DEVELOPMENT AUTHORITY (EDA)
Wednesday, March 24th, 2021—7:00 a.m.
Mississippi Room, Monticello Community Center
Participants can choose to attend in-person or remotely via Go-To:
Web: https://global.gotomeeting.com/join/949013725
Phone: (571) 317-3112 1 Access Code: 949-013-725
Commissioners: President Steve Johnson, Vice President Bill Tapper, Treasurer Jon
Morphew, Tracy Hinz, 011ie Koropchak-White and Councilmembers
Lloyd Hilgart and Jim Davidson
Staff: Executive Director Jim Thares, Angela Schumann, Sarah Rathlisberger and Jacob
Thunander
1. Call to Order
2. Roll Call
3. Consideration of Resolution #2021-03 Approving Consent of Pledge of TIF Note by and
between the EDA and GCRE-Rivertown, LLC for the Benefit of Bellwether Enterprise
Mortgage Investments, LLC
4. Adjourn
EDA Agenda: 03/24/21
3. Consideration of Resolution #2021-03 Approving Consent of Pledge of TIF Note by and
between the EDA and GCRE-Rivertown, LLC for the Benefit of Bellwether Enterprise
Mortgage Investments, LLC (JT)
A. REFERENCE AND BACKGROUND:
The EDA is asked to consider EDA Resolution #2021-03 approving Consent of Pledge of
TIF Note with GCRE-Rivertown, LLC for the Benefit of Bellwether Enterprise Mortgage
Investments, LLC. The financing for GCRE-Rivertown, LLC's purchase of the Rivertown
Residential Suites apartment property, is being provided by Bellwether Enterprise
Mortgage Investments, LLC, Maryland and the Pledge of TIF Note is a proposed form of
payment security supporting the transaction that requires the EDA's consent.
The EDA attorney has been involved in reviewing and editing the attached Pledge of TIF
Revenue Note. There are no financial implications to the EDA through its consideration
of the Pledge of TIF Note. GCRE-Rivertown, LLC has stated that it is facing a deadline of
the last few days of March to have various documents in place allowing it to close on
the pending transaction.
Al. Staff Impact: City staff's time commitment to the processing and consideration
of the Consent of Pledge of TIF Note is minimal. The EDA attorney reviewed and
edited the Pledge of TIF Note and prepared the EDA Resolution.
A2. Budget Impact: An estimate of the EDA attorney's costs for reviewing and editing
the Pledge of TIF Note document and preparing the Resolution is estimated to be
$750.00 +/-. These costs will be billed to GCRE-Rivertown, LLC. Staff's time
commitment to the item is part of typical duties and is funded through the EDA's
General Fund.
B. ALTERNATIVE ACTIONS:
1. Motion to adopt EDA Resolution #2021-03 approving the Consent to the Pledge
of TIF Note by and between the EDA and GCRE-Rivertown, LLC for the benefit of
Bellwether Enterprise Mortgage Investments, LLC
2. Motion of other as determined by the EDA.
C. STAFF RECOMMENDATION:
Staff recommends approval of EDA Resolution#2021-03 approving Consent to the Pledge
of TIF Note. The EDA's consent to the Pledge of TIF Note is required by the GCRE-
Rivertown. LLC's lender. The EDA is not affected financially by approving the Consent to
the Pledge of TIF Note. Approving the Consent to the Pledge of TIF Note,GCRE-Rivertown,
EDA Agenda: 03/24/21
LLC will be able to proceed with its purchase of the 47-unit apartment property located
at 212 Locust Street. The EDA attorney recommends the EDA approve such actions
through a Resolution. EDA Resolution #2021-03 is attached to the staff report.
D. SUPPORTING DATA:
A. Resolution 2021-03
B. Pledge of TIF Note— Final
C. Pledge of TIF Note— Redline
CITY OF MONTICELLO
ECONOMIC DEVELOPMENT AUTHORITY
EDA RESOLUTION NO. 2021-03
RESOLUTION APPROVING A PLEDGE OF TIF NOTE BETWEEN GCRE —
RIVERTOWN, LLC AND BELLWETHER ENTERPRISE MORTGAGE
INVESTMENTS, LLC
BE IT RESOLVED By the Board of Commissioners ('Board") of the City of
Monticello Economic Development Authority("Authority") as follows:
Section 1. Recitals.
1.01. The Authority is currently administering its Redevelopment Project No. 1
(the "Project") pursuant to Minnesota Statutes, Sections 469.001 to 469.047, and within
the Project has duly established Tax Increment Financing District No. 1-40 (the "TIF
District").
1.02. The Authority and Rivertown Residential Suites, LLC (the
"Redeveloper") entered into a Contract for Private Redevelopment dated as of July 11,
2018 (the "Contract"), regarding redevelopment of the property (the "Property") within
the TIF District by means of the construction of a multifamily rental housing facility,
along with associated parking (the"Minimum Improvements"), on the Property.
1.03. The Redeveloper duly completed construction of the Minimum
Improvements, and on November 28, 2020, the Authority issued its Tax Increment
Revenue Note (the "TIF Note")to the Redeveloper pursuant to the Contract.
1.04. The Redeveloper and GCRE — Rivertown, LLC (the "Assignee") have
entered into an Assignment and Assumption Agreement, providing for the conveyance of
the Property to the Assignee and the assumption by the Assignee of Redeveloper's
obligations under the Contract, and have further agreed to the transfer of the TIF Note
from the Redeveloper to the Assignee.
1.05. In order to receive financing for the acquisition of the Minimum
Improvements, the Assignee's mortgage lender, Bellwether Enterprise Mortgage
Investments, LLC (the "Lender") requires a collateral assignment of the TIF Note by the
Assignee to the Lender, as set forth in the Pledge of TIF Note presented to the Authority
(the "Pledge Agreement"), and has requested that the Authority consent to the Pledge
Agreement by execution of a consent thereto (the"Consent").
1.06. Section 3.3(d) of the Contract provides for the assignment of the TIF Note
by the Redeveloper to a third party, and Section 7.3 of the Contract provides for certain
rights of a mortgage lender upon consent of the Authority.
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1.07. The Board has reviewed the Pledge Agreement and finds that the approval
and execution of the Consent thereto are consistent with the terms of the Contract and in
the best interests of the City and its residents.
Section 2. Authority Approval; Other Proceedings.
2.01. The Pledge Agreement as presented to the Board is hereby in all respects
approved, subject to modifications that do not alter the substance of the transaction and
that are approved by the President and Executive Director, provided that execution of the
Consent to the Pledge Agreement by such officials shall be conclusive evidence of
approval.
2.02. The President and Executive Director are hereby authorized to execute on
behalf of the Authority the Consent to the Pledge Agreement and any other documents
requiring execution by the Authority in order to carry out the transaction described in the
Pledge Agreement.
2.03. Authority staff and consultants are authorized to take any actions
necessary to carry out the intent of this resolution.
Approved by the Board of Commissioners of the City of Monticello Economic
Development Authority this 24th day of March, 2021.
President
ATTEST:
Executive Director
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PLEDGE OF TIF NOTE
This PLEDGE OF TIF NOTE (this "Pledge") dated as of 2021, is executed
by and between GCRE — RIVERTOWN, LLC, a Delaware limited liability company
("Borrower") for the benefit of BELLWETHER ENTERPRISE MORTGAGE
INVESTMENTS, LLC, a Maryland limited liability company ("Lender").
RECITALS:
A. Borrower is the owner of a multifamily residential apartment project (the
"Facility") located on certain property in Monticello, Minnesota (the "Property").
B. Pursuant to that certain Multifamily Loan and Security Agreement dated as of the
date hereof, executed by and between Borrower and Lender (as amended, restated, replaced,
supplemented or otherwise modified from time to time, the "Loan Agreement"), Lender has
agreed to make a loan to Borrower in the original principal amount of
and /100 Dollars ($ ) (the "Mortgage Loan"), as evidenced by, among other
things, that certain Multifamily Note dated as of the date hereof, executed by Borrower and made
payable to Lender in the amount of the Mortgage Loan (as amended, restated, replaced,
supplemented or otherwise modified from time to time, the "Note").
C. The Mortgage Loan and the Note are also secured by a certain Multifamily
Mortgage, Deed of Trust or Deed to Secure Debt dated as of the date hereof (as amended,
restated, replaced, supplemented or otherwise modified from time to time, the "Security
Instrument").
D. RIVERTOWN RESIDENTIAL SUITES, LLC, a Minnesota limited liability
company (the "Developer") entered into a Contract for Private Redevelopment (the "TIF
Agreement") with the City of Monticello Economic Development Authority (the "Authority"),
dated as of July 18, 2018, pursuant to which the Authority duly issued and delivered its Tax
Increment Revenue Note (Rivertown Residential Suites Project) in the principal amount of
$785,000.00 (the "TIF Note") to the Developer to reimburse certain qualified costs incurred by
the Developer in the construction of the Facility on the Property.
E. Developer has assigned the TIF Note to Borrower, and Borrower as of the
effective date of this Pledge is the current legal holder of said TIF Note.
F. As a condition to and in consideration of the making of the Mortgage Loan,
Lender requires that Borrower grant to Lender a security interest in all of Borrower's right, title,
and interest in and to the TIF Note as collateral security for the Mortgage Loan being made to
Borrower.
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AGREEMENTS:
NOW THEREFORE, in consideration of the mutual covenants in this Pledge and for
other valuable consideration, the receipt and sufficiency of which are acknowledged, Borrower
and Lender agree as follows:
1. Recitals.
The recitals set forth above are incorporated herein by reference.
2. Defined Terms.
Capitalized terms used and not specifically define herein shall have the meanings given
to such terms in the Loan Agreement. Borrower hereby acknowledges that it has received and
reviewed the Loan Agreement.
3. Pledge.
(a) Pledge.
Subject to the terms and conditions of this Pledge, Borrower hereby absolutely,
unconditionally and irrevocably pledges to Lender a security interest in all of its right, title and
interest (including the right to receive payments due thereunder) in and to the TIF Note, together
with full power and authority, in the name of Borrower, to enforce, collect, receive and provide
receipt for any and all of the foregoing.
In connection with this Pledge, Borrower shall deliver the TIF Note to the Lender, which
the Lender shall hold pursuant to the terms of this Pledge. Borrower hereby irrevocably makes,
constitutes and appoints Lender (and any officer of Lender or any Person designated by Lender
for that purpose) as Borrower's true and lawful proxy and attorney-in-fact (and agent-in-fact) in
Borrower's name, place and stead, with full power of substitution, to carry out the Lender's
remedies as set forth in this Pledge. Borrower hereby acknowledges that the constitution and
appointment of such proxy and attorney-in-fact are coupled with an interest and are irrevocable
and shall not be affected by the disability or incompetence of Borrower. Borrower specifically
acknowledges and agrees that this power of attorney granted to Lender may be assigned by
Lender to Lender's successors or assigns as holder of the Note (and the Mortgage Loan).
However, the foregoing shall not require Lender to incur any expense or take any action.
Borrower hereby ratifies and confirms all that such attorney-in-fact may do or cause to be done
by virtue of any provision of this Pledge and any other Loan Documents.
(b) Remedies.
Upon the occurrence of an Event of Default, Lender may enforce this Pledge.
(c) Termination.
(1) This Pledge terminates upon repayment of the Mortgage Loan.
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(2) Upon termination of this Pledge, Lender shall automatically be deemed to
have absolutely, unconditionally and irrevocably transferred, conveyed, set over and re-
assigned to Borrower, all of Lender's right, title and interest (including the right to
receive payments due thereunder) in and to the TIF Note, together with full power and
authority, in the name of the Lender, to enforce, collect, receive and provide receipt for
any and all of the foregoing. Lender covenants and agrees, as soon as reasonably
practicable following termination, to deliver the TIF Note to the Borrower following
termination of this Pledge. Lender or Loan Servicer may deliver the TIF Note to the
Borrower in connection with the requirements of this Pledge.
4. Perfection of Interest.
Borrower will file, or cause to be filed, financing statements in the applicable
jurisdictions required to publish notice of, fully perfect and continue the perfection of this Pledge
thereof. Borrower hereby consents to the filing of any such financing statements and,
notwithstanding anything contained herein or in any of the Loan Documents to the contrary, such
filings may be made by Lender without the consent or signature of Borrower.
5. No Other Assignments or Pledges.
Borrower warrants, represents, covenants and agrees that (a) there have been no other
assignments or pledges of the TIF Note, (b) Borrower will not further assign, transfer, exchange,
pledge or otherwise dispose of its interest in and to the TIF Note; and (c) any such existing or
further assignment, transfer, exchange, pledge or other disposition is void.
6. Obligations; Waiver.
The obligations of Borrower under this Pledge shall be performed without demand by
Lender. Borrower hereby waives the benefits of any rights under any and all statutes to the
fullest extent permitted by law arising from presentment, demand for payment, protest, all
notices with respect to the TIF Note and other Loan Documents, which may be required by
statute, rule of law or otherwise to preserve Lender's rights against Borrower or Borrower under
this Pledge, including notice of acceptance, notice of any amendment of the Loan Documents,
notice of the occurrence of any default or Event of Default, notice of intent to accelerate, notice
of acceleration, notice of dishonor, notice of foreclosure, notice of protest, notice of the incurring
by Borrower of any obligation or indebtedness and all rights to require Lender to (a)proceed
against Borrower, (b)proceed against any general partner of Borrower, (c)proceed against or
exhaust any collateral held by Lender to secure the repayment of the Indebtedness, or (d) if
Borrower is a partnership, pursue any other remedy it may have against Borrower, or any general
partner of Borrower.
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7. Irrevocable Pledge; Conflicts.
Borrower's intent in executing this Pledge is to create an absolute, unconditional and
irrevocable pledge of all of its right, title and interest in and to the TIF Note to Lender. To the
extent that this Pledge may conflict or otherwise be inconsistent with any other agreement signed
by Borrower in connection with the pledge of the TIF Note, the provisions of this Pledge shall
govern.
8. Governing Law; Consent to Jurisdiction and Venue.
Section 15.01 (Governing Law; Consent to Jurisdiction and Venue) of the Loan
Agreement is hereby incorporated herein as if fully set forth in the body of this Pledge.
9. Notices.
Section 15.02 (Notice) of the Loan Agreement is hereby incorporated herein as if fully
set forth in the body of this Pledge.
Borrower shall deliver to Lender, within (1) ten(10) days after Borrower's receipt, a true
and correct copy of each notice, demand, complaint or request from the Authority under, or with
respect to, the TIF Note or the TIF Agreement; and (2)within ten (10) days after Borrower's
receipt of request from Lender, such other information and evidence as Lender may reasonably
request concerning Borrower's due observance, performance and compliance with the terms,
covenants and provisions of the TIF Agreement.
10. Successors and Assigns Bound; Sale of Mortgage Loan.
Section 15.03 (Successors and Assigns Bound; Sale of Mortgage Loan) of the Loan
Agreement is hereby incorporated herein as if fully set forth in the body of this Pledge.
11. Counterparts.
Section 15.04 (Counterparts) of the Loan Agreement is hereby incorporated herein as if
fully set forth in the body of this Pledge.
12. Severability; Entire Agreement; Amendments.
Section 15.07 (Severability; Entire Agreement; Amendments) of the Loan Agreement is
hereby incorporated herein as if fully set forth in the body of this Pledge.
13. Construction.
Section 15.08 (Construction) of the Loan Agreement is hereby incorporated herein as if
fully set forth in the body of this Pledge.
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14. WAIVER OF TRIAL BY JURY.
Section 15.18 (WAIVER OF TRIAL BY JURY) of the Loan Agreement is hereby
incorporated herein as if fully set forth in the body of this Pledge.
[Remainder of Page Intentionally Blank]
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IN WITNESS WHEREOF, the parties have signed and delivered this Assignment under
seal (where applicable) or have caused this Assignment to be signed and delivered under seal
(where applicable) by their duly authorized representative. Where applicable law so provides,
the parties intend that this Assignment shall be deemed to be signed and delivered as a sealed
instrument.
GCRE - RIVERTOWN, LLC,
a Delaware limited liability company
By:
Andrew P. Martin
President
[DOCUMENT EXECUTION CONTINUES ON THE FOLLOWING PAGES]
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LENDER:
BELLWETHER ENTERPRISE MORTGAGE
INVESTMENTS, LLC,
a Maryland limited liability company
By:
Therese Callahan
Senior Vice President
[DOCUMENT EXECUTION CONTINUES ON THE FOLLOWING PAGE]
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IN WITNESS WHEREOF, the Authority hereby (i) approves, confirms and consents to
the execution, delivery and performance of this Pledge, (ii) waives any breach or violation of the
terms and provisions of the TIF Agreement, the TIF Note or any other contract or other
agreement entered into by Borrower in connection with the TIF Agreement or the TIF Note
caused by the execution, delivery or performance of this Pledge, including without limitation the
pledge or transfer of the TIF Note, or the enforcement of Lender's rights hereunder, and (iii)
agrees that it will be bound by the terms of this Pledge and will comply with such terms insofar
as such terms are applicable to it. The Authority shall not withdraw, revoke, or cause to be
withdrawn or revoked, such approval, confirmation, consent and waiver.
AUTHORITY:
CITY OF MONTICELLO ECONOMIC
DEVELOPMENT AUTHORITY
By:
Name:
Title:
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PLEDGE OF TIF NOTE
This PLEDGE OF PEPEVE OPMENT TIF NOTE (this `Pledge') dated as of
2021, is executed by and between GCRE - RIVERTOWN, LLC, a Delaware
limited liability company (`Borrower') for the benefit of BELLWETHER ENTERPRISE
MORTGAGE INVESTMENTS, LLC, a Maryland limited liability company(`tender').
RECITALS:
A. Borrower is the owner of a multifamily residential apartment project
ktht-
ocated on certain mom in Monticello, Minnesota (the `Property').
B. Pursuant to that certain Multifamily Loan and Security Agreement dated as of the
date hereof, executed by and between Borrower and Lender (as amended, restated, replaced,
supplemented or otherwise modified from time to time, the `loan Agreement'), Lender has
agreed to make a loan to Borrower in the original principal amount of
and /100 Dollars ($ ) (the `Mortgage Loan'), as evidenced by, among other things,
that certain Multifamily Note dated as of the date hereof, executed by Borrower and made
payable to Lender in the amount of the Mortgage Loan (as amended, restated, replaced,
supplemented or otherwise modified from time to time, the `Tote').
C. The Mortgage Loan and the Note are also secured by a certain Multifamily
Mortgage, Deed of Trust or Deed to Secure Debt dated as of the date hereof (as amended,
restated, replaced, supplemented or otherwise modified from time to time, the `Security
Instrument').
D. RIVERTOWN RESIDENTIAL SUITES, LLC, a Minnesota limited
liability company (the, `Developer') entered into a
Contract for
Private Redevelopment Pfejeet N (the "TIF Agreement') with the City of Monticello
Economic Development Authority(the `C4tyAuthoritv'�, whieh plan was ^ertifie ^*dated as of
July-318, 20192018, pursuant to which the
Authorit`,r duly issued and delivered to Developef-aits Tax Increment Revenue
Note (41F NotelRivertown Residential Suites Project) in the principal s m n of
-$785,000.00, dtie and pable lthe holder- of said-' IF Note as rd at stieh time as a"exeess
by') to the Developer to reimburse certain qualified costs
incurred by the Developer in the construction of the Facility on the Property ^s �+'� r ��o
rrH-' n, r
F-.-E Developer has assigned the TIF Note to Borrower, and Borrower as of the effective
date of this Pl i the current legal holder of said TIF Note.
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F--F As a condition to and in consideration of the making of the Mortgage Loan, Lender
requires that Borrower grant to Lender a security interest in all of Borrower's right, title, and
interest in and to the TIF Note as collateral security for the Mortgage Loan being made to
Borrower.
AGREEMENTS:
NOW THEREFORE, in consideration of the mutual covenants in this AssigtiffletitPledge
and for other valuable consideration, the receipt and sufficiency of which are acknowledged,
Borrower and Lender agree as follows:
1. Recitals.
The recitals set forth above are incorporated herein by reference.
2. Defined Terms.
Capitalized terms used and not specifically define herein shall have the meanings given to
such terms in the Loan Agreement. Borrower hereby acknowledges that it has received and
reviewed the Loan Agreement.
3. Pledge.
(a) Pledge.
Subject to the terms and conditions of this Pledge, Borrower hereby absolutely,
unconditionally and irrevocably pledges to Lender a security interest in all of its right, title and
interest (including the right to receive payments due thereunder) in and to the TIF Note, together
with full power and authority, in the name of Borrower, to enforce, collect, receive and provide
receipt for any and all of the foregoing.
In connection with this Pledge, Borrower shall deliver the TIF Note to the Lender, which
the Lender shall hold pursuant to the terms of this Pledge. Borrower hereby irrevocably makes,
constitutes and appoints Lender (and any officer of Lender or any Person designated by Lender
for that purpose) as Borrower's true and lawful proxy and attorney-in-fact (and agent-in-fact) in
Borrower's name, place and stead, with full power of substitution, to carry out the Lender's
remedies as set forth in this Pledge. Borrower hereby acknowledges that the constitution and
appointment of such proxy and attorney-in-fact are coupled with an interest and are irrevocable
and shall not be affected by the disability or incompetence of Borrower. Borrower specifically
acknowledges and agrees that this power of attorney granted to Lender may be assigned by
Lender to Lender's successors or assigns as holder of the Note (and the Mortgage Loan).
However, the foregoing shall not require Lender to incur any expense or take any action.
Borrower hereby ratifies and confirms all that such attorney-in-fact may do or cause to be done
by virtue of any provision of this Pledge and any other Loan Documents.
(b) Remedies.
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Upon the occurrence of an Event of Default, Lender may enforce this Pledge.
(c) Termination.
(1) This Pledge terminates upon repayment of the Mortgage Loan.
(2) Upon termination of this Pledge, Lender shall automatically be deemed to
have absolutely, unconditionally and irrevocably transferred, conveyed, set over and
re-assigned to Borrower, all of Lender's right, title and interest (including the right to
receive payments due thereunder) in and to the TIF Note, together with full power and
authority, in the name of the Lender, to enforce, collect, receive and provide receipt for
any and all of the foregoing. Lender covenants and agrees, as soon as reasonably
practicable following termination, to deliver the TIF Note to the Borrower following
termination of this Pledge. Lender or Loan Servicer may deliver the TIF Note to the
Borrower in connection with the requirements of this Pledge.
4. Perfection of Interest.
Borrower will file, or cause to be filed, financing statements in the applicable
jurisdictions required to publish notice of, fully perfect and continue the perfection of this Pledge
thereof. Borrower hereby consents to the filing of any such financing statements and,
notwithstanding anything contained herein or in any of the Loan Documents to the contrary, such
filings may be made by Lender without the consent or signature of Borrower.
5. No Other Assignments or Pledges.
Borrower warrants, represents, covenants and agrees that (a) there have been no other
assignments or pledges of the TIF Note, (b) Borrower will not further assign, transfer, exchange,
pledge or otherwise dispose of its interest in and to the TIF Note; and (c) any such existing or
further assignment, transfer, exchange, pledge or other disposition is void.
6. Obligations; Waiver.
The obligations of Borrower under this Pledge shall be performed without demand by
Lender. Borrower hereby waives the benefits of any rights under any and all statutes to the
fullest extent permitted by law arising from presentment, demand for payment, protest, all notices
with respect to the TIF Note and other Loan Documents, which may be required by statute, rule
of law or otherwise to preserve Lender's rights against Borrower or Borrower under this Pledge,
including notice of acceptance, notice of any amendment of the Loan Documents, notice of the
occurrence of any default or Event of Default, notice of intent to accelerate, notice of
acceleration, notice of dishonor, notice of foreclosure, notice of protest,notice of the incurring by
Borrower of any obligation or indebtedness and all rights to require Lender to (a)proceed against
Borrower, (b) proceed against any general partner of Borrower, (c) proceed against or exhaust
any collateral held by Lender to secure the repayment of the Indebtedness, or (d) if Borrower is a
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partnership, pursue any other remedy it may have against Borrower, or any general partner of
Borrower.
7. Irrevocable Pledge; Conflicts.
Borrower's intent in executing this Pledge is to create an absolute, unconditional and
irrevocable pledge of all of its right, title and interest in and to the TIF Note to Lender. To the
extent that this Pledge may conflict or otherwise be inconsistent with any other agreement signed
by Borrower in connection with the pledge of the TIF Note, the provisions of this Pledge shall
govern.
8. Governing Law; Consent to Jurisdiction and Venue.
Section 15.01 (Governing Law; Consent to Jurisdiction and Venue) of the Loan
Agreement is hereby incorporated herein as if fully set forth in the body of this Pledge.
9. Notices.
Section 15.02 (Notice) of the Loan Agreement is hereby incorporated herein as if fully set
forth in the body of this Pledge.
Borrower shall deliver to Lender, within (1) ten (10) days after Borrower's receipt, a true
and correct copy of each notice, demand, complaint or request from the CAA h ri under, or
with respect to, the TIF Note or the TIF Agreement; and (2) within ten (10) days after Borrower's
receipt of request from Lender, such other information and evidence as Lender may reasonably
request concerning Borrower's due observance, performance and compliance with the terms,
covenants and provisions of the TIF Agreement.
10. Successors and Assigns Bound; Sale of Mortgage Loan.
Section 15.03 (Successors and Assigns Bound; Sale of Mortgage Loan) of the Loan
Agreement is hereby incorporated herein as if fully set forth in the body of this Pledge.
11. Counterparts.
Section 15.04 (Counterparts) of the Loan Agreement is hereby incorporated herein as if
fully set forth in the body of this Pledge.
12. Severability; Entire Agreement; Amendments.
Section 15.07 (Severability; Entire Agreement; Amendments) of the Loan Agreement is
hereby incorporated herein as if fully set forth in the body of this Pledge.
13. Construction.
Section 15.08 (Construction) of the Loan Agreement is hereby incorporated herein as if
fully set forth in the body of this Pledge.
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14. WAIVER OF TRIAL BY JURY.
Section 15.18 (WAIVER OF TRIAL BY JURY) of the Loan Agreement is hereby
incorporated herein as if fully set forth in the body of this Pledge.
[Remainder of Page Intentionally Blank]
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IN WITNESS WHEREOF, the parties have signed and delivered this Assignment under
seal (where applicable) or have caused this Assignment to be signed and delivered under seal
(where applicable) by their duly authorized representative. Where applicable law so provides,
the parties intend that this Assignment shall be deemed to be signed and delivered as a sealed
instrument.
GCRE -RIVERTOWN, LLC,
a Delaware limited liability company
By:
Andrew P. Martin
President
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Pledge of TIT Note Page S-1
Fannie Mae
DOCSOPEN\MN190\156\709462.v42-3/18/21
LENDER:
BELLWETHER ENTERPRISE MORTGAGE
INVESTMENTS,LLC,
a Maryland limited liability company
By:
Therese Callahan
Senior Vice President
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Pledge of TIT Note Page S-2
Fannie Mae
DOCSOPEN\MN190\156\709462.v42-3/18/21
IN WITNESS WHEREOF, the G4yA�rity hereby(i) approves, confirms and consents
to the execution, delivery and performance of this Pledge, (ii) waives any breach or violation of
the terms and provisions of the TIF Agreement, the TIF Note or any other contract or other
agreement entered into by Borrower in connection with the TIF Agreement or the TIF Note
caused by the execution, delivery or performance of this Pledge, including without limitation the
pledge or transfer of the TIF Note, or the enforcement of Lender's rights hereunder, and (iii)
agrees that it will be bound by the terms of this Pledge and will comply with such terms insofar
as such terms are applicable to it. The C4t-yAAWumity shall not withdraw, revoke, or cause to be
withdrawn or revoked, such approval, confirmation, consent and waiver.
CITY-;
AUTHORITY:
CITY OF MONTICELLO ECONOMIC
DEVELOPMENT AUTHORITY
By:
Name:
Title:
Pledge of TIT Note Page S-3
Fannie Mae
DOCSOPEN\MN190\156\709462.v42-3/18/21
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