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GDC DRAFT 6/15/21
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<br />CONSENT AND RECOGNITION AGREEMENT
<br />
<br />THIS CONSENT AND RECOGNITION AGREEMENT (this “Agreement”)
<br />is made as of [______], 2021 by and among SCANNELL PROPERTIES #486, LLC, a
<br />Delaware limited liability company (“Borrower”), having its principal place of business at 8801
<br />River Crossing Boulevard, Suite 300, Indianapolis, Indiana 46240, KREOCS LENDING II LLC,
<br />a Delaware limited liability company (“KREOCS Lender”) and KREF LENDING III LLC, a
<br />Delaware limited liability company (“KREF Lender”, together with KRECOS Lender and each
<br />of their respective successors and assigns, collectively, “Lender”), each having an address at 30
<br />Hudson Yards, Suite 7500, New York, New York 10001 and CITY OF ARDEN HILLS, a
<br />Minnesota municipal corporation (“City”), having an address at 1245 West Highway 96. Arden
<br />Hills, Minnesota, 55112.
<br />RECITALS:
<br />A. Pursuant to that certain Development Contract and Planned Unit
<br />Development Agreement, dated as of February 8, 2021 and recorded on April 28, 2021 as
<br />Document No. A04880171 in the Office of the County Recorder Ramsey County, Minnesota,
<br />between Borrower and City (as the same may be amended, restated, replaced, supplemented or
<br />otherwise modified from time to time accordance with the terms hereof and of the Loan
<br />Agreement, the “Development Agreement”) (a true and correct copy of such Development
<br />Agreement is attached hereto as Exhibit A), City agreed to permit Borrower to develop the
<br />property more particularly described on Exhibit B hereto (the “Subject Property”) on the terms
<br />and conditions set forth therein.
<br />B. Borrower has entered into that certain Facility Credit Agreement, dated as
<br />of [___], 2021 (as the same may be amended, restated, supplemented or otherwise modified from
<br />time to time, including amendments and restatements thereof in its entirety, being hereinafter
<br />referred to as the “Facility Credit Agreement”), by and among (i) Lender, in its capacity as
<br />“Lender” thereunder, and (ii) Borrower and certain Affiliates of Borrower, each in its capacity as
<br />a “Borrower” thereunder, pursuant to which Lender has agreed to make a loan (the “Loan”) to
<br />Borrower secured by, among other things, that certain Mortgage, Assignment Of Leases and
<br />Rents, Security Agreement And Fixture Filing, dated as of the date hereof, made by Borrower for
<br />the benefit of Lender (as the same may be further amended, restated, replaced, supplemented or
<br />otherwise modified from time to time, collectively, the “Mortgage”), encumbering, as a
<br />mortgage lien thereon, the Subject Property and the buildings, structures, fixtures, additions,
<br />enlargements, extensions, modifications, repairs, replacements and improvements now or
<br />hereafter located on the Subject Property;
<br />C. Lender requires as a condition to the making of the Loan, the execution
<br />and delivery of this Agreement by the parties thereto.
<br />AGREEMENT
<br />For good and valuable consideration the parties hereto agree as follows:
<br /> Attachment C
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