Full Text
DRAFT 07/09/2010 ASSIGNMENT OF LOAN AGREEMENT (Sussex School Qualified 501(c)(3) Project) WHEREAS, City of Missoula, Montana, a political subdivision of the State of Montana (hereinafter referred to as the “City”), has issued and delivered its Economic Development Revenue Note (Sussex School Qualified 501(c)(3) Project), Series 2010, of even date herewith, in the maximum principal amount of $900,000 (the “Note”), in favor of First Security Bank of Missoula, a Montana banking corporation (hereinafter referred to as the “Lender”); and WHEREAS, the City has entered into a Loan Agreement (hereinafter referred to as the “Loan Agreement”) with Sussex School, Inc., a Montana nonprofit corporation (hereinafter referred to as the “Borrower”), of even date herewith, under the terms of which the City will loan the proceeds of the Note to the Borrower and the Borrower will agree to repay the loan evidenced by the Notes upon the terms set forth therein; and WHEREAS, the City is desirous of further securing the Notes issued to the Lender, and of inducing the Lender to advance funds thereon to the Borrower as provided in the Loan Agreement. NOW, THEREFORE, in order to induce the Lender to purchase the Notes and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the City does hereby grant a security interest in and sell, assign and transfer unto the Lender the City’s entire interest in the Loan Agreement, together with all rights and interest thereunder, including, but not limited to, the City’s right to receive loan repayments (except the City’s right to payment under Section 3.04(2) and thereof, to indemnification under Sections 4.02 and 4.15 thereof and to attorneys’ fees and expenses under Section 6.06 thereof). Subject to the terms and conditions of the Loan Agreement and the limitations of Montana Code Annotated, Title 90, Chapter 5, Part 1, as amended, the City covenants with the Lender that the City has good right to assign and transfer the Loan Agreement in the manner and form aforesaid and that its interest is free and clear of all charges and encumbrances. From and after the date hereof, subject to the exceptions set forth in this paragraph, references in the Loan Agreement to the “City” shall be to the “Lender.” [Balance of page intentionally left blank] ---PAGE BREAK--- IN WITNESS WHEREOF, the City and the Lender have hereunto executed this instrument as of this __day of July, 2010. CITY OF MISSOULA, MONTANA By Mayor (SEAL) By Finance Director/Treasurer Attest: City Clerk [Signature page to Assignment of Loan Agreement] ---PAGE BREAK--- We have accepted the foregoing Assignment of Loan Agreement this day of July, 2010. FIRST SECURITY BANK OF MISSOULA Name: Andrew Larson Title: Senior Vice President [Signature page to Assignment of Loan Agreement]