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132777076v2
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<br />MORTGAGE, SECURITY AGREEMENT, ASSIGNMENT OF LEASES AND RENTS
<br />AND FIXTURE FINANCING STATEMENT
<br />THIS MORTGAGE, SECURITY AGREEMENT, ASSIGNMENT OF LEASES AND
<br />RENTS AND FIXTURE FINANCING STATEMENT, (the “Mortgage”) dated as of the ____
<br />day of June, 2024 made and given by White Bear Montessori School, Inc., a Minnesota nonprofit
<br />corporation (the “Mortgagor”) in favor of Premier Bank, a Minnesota Corporation, (the
<br />“Mortgagee” or “Lender”);
<br />WITNESSETH:
<br />WHEREAS, the City of Gem Lake, Minnesota, (the “Issuer”) has issued its Educational
<br />Facilities Revenue Note (White Bear Montessori School, Inc. Project) (the “Note”), with a final
<br />maturity date of [December 1], 2045 and bearing interest and maturing as provided therein and
<br />the Lender has purchased the Note from the Issuer; and
<br />WHEREAS, the Issuer will loan the proceeds of the Note to the Mortgagor pursuant to a
<br />Loan Agreement dated as of the date hereof, between the Issuer and the Mortgagor (the “Loan
<br />Agreement”) for the purpose of financing the construction of an addition to, and improvements
<br />of, the Borrower’s existing school facility located at 1201 East County Road E, Gem Lake,
<br />Minnesota on the property legally described on Exhibit A attached hereto (the “Project”) and the
<br />Issuer’s interest in the Loan Agreement, except for certain reserved rights, has been assigned to
<br />the Lender; and
<br />WHEREAS, pursuant to the Loan Agreement, the Mortgagor has covenanted, among
<br />other things, to make loan repayments sufficient to pay amortized installments of principal and
<br />interest on the Note when due; and
<br />WHEREAS, the Issuer and the Lender have required, as a condition for the issuance of
<br />the Note by the Issuer and for the purchase and acceptance of the Note by the Lender, that the
<br />Mortgagor secure the Note by this Mortgage.
<br />NOW, THEREFORE, THIS MORTGAGE FURTHER WITNESSETH, that in
<br />consideration of the aggregate sum of $3,000,000 (or so much thereof as from time to time
<br />remains unpaid under the Loan Agreement) made available to the Mortgagor by the Mortgagee
<br />through the purchase of the Note and other good and lawful consideration, the receipt and
<br />sufficiency of which is hereby acknowledged, and to secure, and as security for the payment of
<br />the principal of and interest on the Note by the Issuer and Mortgagor to the Mortgagee and the
<br />performance and observance by the Mortgagor of all of the other covenants, agreements,
<br />representations, warranties and conditions herein or contained in the Loan Agreement and the
<br />Note, the Mortgagor does hereby grant, bargain, sell, convey, assign, transfer, pledge, set over
<br />and confirm and grant a lien and security interest unto the Mortgagee, its successors and assigns,
<br />forever, the Mortgagee’s interest in the real property described in Exhibit A attached hereto and
<br />made a part hereof (the “Land”),
<br />Together with (i) all of the buildings, structures and other improvements now standing or
<br />at any time hereafter constructed or placed upon the Land; (ii) all lighting, heating, ventilating,
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