HomeMy WebLinkAboutContract 43520-CA2 cmr SECRETARY
CONTRACT NO.
LAZ Parking Garage—Assumption(TX)
NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON,YOU
MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION
FROM ANY INSTRUMENT THAT TRANSFERS ANY INTEREST IN REAL
PROPERTY BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR
SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER.
COLLATERAL ASSIGNMENT OF ENCROACHMENT AGREEMENTS
THIS COLLATERAL ASSIGNMENT OF ENCROACHMENT AGREEMENTS
("Collateral Assi nment')is made and entered into this j- t day of N GC r C,,2015,
by MVP FORT WORTH TAYLOR, LLC, a Nevada limited liability company ("Assign 1, for
the benefit of ATHENE ANNUITY AND LIFE COMPANY, an Iowa corporation, f/k/a Aviva
Life and Annuity Company("Assignee").
WITNESSETH
WHEREAS, Assignor has requested Assignee to allow Assignor to assume a loan in the
original principal amount of$13,000,000.00(the"Loan")originally made by Assignee on July 29,
2011 to LAZ/LA VI THE, L.P., a Delaware limited partnership ("Original Borrower") and, in
connection therewith,Original Borrower executed and delivered to Assignee(i)a Promissory Note
dated as of July 29,2011 (the"Note') in the principal amount of the Loan, and(ii)a First Deed of
Trust, Security Agreement and Fixture Filing dated as of July 29, 2011 (the "Mortgage'),
encumbering that certain real property (the "Premises") in Tarrant County, Texas, more
particularly described on Exhibit A to the Mortgage (the Note, the Mortgage and the other
documents which hereafter evidence, secure or otherwise relate to the Loan are hereinafter
collectively referred to as the"Loan Documents");and
WHEREAS, Assignee requires as a condition precedent to allowing Assignor to assume
the Loan,that Assignor shall have executed and delivered to Assignee this Collateral Assignment;
NOW THEREFORE, in consideration of the recitals and other valuable consideration, the
receipt and sufficiency of which are hereby acknowledged,Assignor agrees as follows:
rri
M 1. Assignment. As additional collateral security for the Loan, Assignor hereby
M conditionally and collaterally assigns to Assignee all of Assignor's right,title and interest in and to
the encroachment agreements with the City of Fort Worth, Texas set forth in Schedule l attached
a hereto (the "Encroachment Agreements"), said assignment to automatically become a present,
unconditional, collateral assignment, at the Assignee's option, upon the occurrence and during the
CAD continuance of an Event of Default(as defined in the Mortgage).
N
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1 OFFICIAL RE 'RKR EML ASSIGNMENTI
CITY SECRETARY Loan No.19099
FT. WORTH, TX
2. Grant of Security Interest. Assignor hereby pledges to Assignee, and grants to
Assignee a first priority security interest in, all of Assignor's right, title and interest in and to the
Encroachment Agreements.
3. Assignor's Reoresentations. Assignor has acquired, with the consent of the City of
Fort Worth, Texas, all rights of Original Borrower under the Encroachment Agreements. The
Encroachment Agreements are each in full force and effect, and there exists no event of default by
Assignor or event or act (including, without limitation, the execution, delivery or performance of
this Collateral Assignment)which, with the giving of notice,the lapse of time or the happening of
any other event or condition would become a default by Assignor thereunder. Except for the City
of Forth Worth, no consent of any person is required in order for all the rights and privileges of the
Assignor under the Encroachment Agreements to be collaterally assigned to Assignee pursuant to
Section 1 above, and for the Encroachment Agreements to be as valid and enforceable by the
Assignee on and after the assignment thereof as they are by the Assignor immediately prior to such
time. The Assignor has not violated any of the terms and conditions of the Encroachment
Agreements and, to the best of the Assignor's knowledge,all of the covenants to be performed by
every other party thereto as of the date hereof have been fully performed in all material respects.
4. Maintenance of Security Interest. Assignor at its own expense, will execute,
acknowledge and deliver all such instruments as the Assignee may reasonably deem necessary to
maintain the security interests created by this Collateral Assignment. Assignor shall perform and
observe all terms and covenants to be performed and observed by Assignor under the
Encroachment Agreements in order to maintain the Encroachment Agreements in full force and
effect.
5. Security for Obligations. This Collateral Assignment secures the payment and
performance of all obligations of Assignor under the Loan Documents. Upon payment and
performance in full by Assignor under the Loan Documents (except for the performance of any
obligations, such as indemnification obligations, which survive the full repayment of the Loan),
this Collateral Assignment shall be null and void and of no further force or effect.
6. Attorney-in-fact. Upon request of Assignee, Assignor shall execute and deliver to
Assignee such further instruments as Assignee may deem reasonably necessary to effectuate this
Collateral Assignment and the covenants of Assignor contained herein. Assignor hereby
irrevocably constitutes and appoints Assignee its agent and true and lawful attorney-in-fact, to
exercise any rights and execute any instruments on behalf of Assignor which Assignee reasonably
deems appropriate to effectuate this Collateral Assignment.
7. No Obligation of Assignee. Assignor agrees that Assignee shall not be under any
obligation to take any action with respect to the Encroachment Agreements prior to the exercise of
Assignee's rights upon an Event of Default (as defined in the Mortgage) under the Loan
Documents.
8. Event of Default. Upon the occurrence and during the continuance of an Event of
Default (as defined in the Mortgage) under the Loan Documents, the Assignee may, at its sole
option and in its sole discretion, foreclose this Collateral Assignment and exercise or enforce any
2 [COLLATERAL ASSIGNMENT]
Loan No. 19099
of the rights of Assignor under or pursuant to the Encroachment Agreements,or exercise any other
right or remedy provided by law. So long as no Event of Default has occurred and is continuing
under any of the Loan Documents, Assignor may continue to receive and exercise all of the rights,
benefits and privileges under the Encroachment Agreements.
9. Loan Document. This Collateral Assignment shall be deemed to be a "Loan
Document",as that term is defined in the Deed of Trust.
10. Governing Law. This Collateral Assignment shall be governed by and interpreted
in accordance with the laws of the State of Texas.
11. Costs of Collection. Assignor shall pay all of Assignee's costs and expenses,
including reasonable attorneys fees, incurred by Assignee in enforcing its rights and remedies
under this Collateral Assignment.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
3 [COLLATERAL ASSIGNMENT]
Loan No.19099
IN WITNESS WHEREOF, Assignor has caused this Collateral Assignment to be duly
executed as of the day and year first above written.
MVP FORT WORTH TAYLOR,LLC,a Nevada
limited liability company
By: MVP Realty Advisors,LLC, a Nevada
limited liability company
Its: Manager
By:
Mi ael 9hiftek,Manager
STATE OF NEVADA )
ss
COUNTY OF L )
This instrument was acknowledged before me on HA rta �o , 2015, by Michael
Shustek, as Manager of MVP Realty Advisors, LLC, a Nevada limited liability company, the
Manager of MVP FORT WORTH TAYLOR,LLC,a Nevada limited liability company.
NOTARY PUBLIC
STATE
o4 Clark NO AR PUBLIC
JO ANNE CUTOLO
Appt. No.01-67625-1
1.c+iyi'af gym'•d1 1,2017
[SIGNATURE PAGE TO COLLATERAL ASSIGNMENT]
2 [COLLATERAL ASSIGNMENT]
Loan No. 19099
Consent:
The City of Fort Worth, Texas hereby consents to and approves the assignment of the
Encroachment Agreements by the Assignor as described in Section 1 of this Collateral
Assignment.
CITY OF FORT WOR-W,TEXAS
APPROVED AS TO FORM AND LEGALITY:
By: IF®p�,
CIT Name �A°°°�Ey
Title:
0
NO M&C REQUIUD AtbeSW by. ,0;0
STATE OF TEXAS ) f�' I 049
COUNTY OF TARRANT ) '� Sf'.Y',
Ci Secretary ��C 0
BEFORE ME, the un sign au h ri , a Nota Public in and for the State of Texas,on
this day personally appeared e o e to be the person whose name is
subscribed to the foregoing instrument,and acknowledged to me that he/she executed the same for
the purposes and consideration therein expressed, as the act and deed of the City of Fort Worth,
and in the capacity therein stated
GIVEN UNDER MY HAND AND SEA OFFICE thi day of
2015.
``"11 "'' CASSANDRA F. FOREMAN
Notary Public,state of Texa tary ublic in and or the State of Texas
My Commission Expires
?,;rpr April 26, 2017
[CONTINUATION OF SIGNATURE PAGE TO COLLATERAL ASSIGNMENT]
OFFICIAL RECORD
CITY SECRETARY
FT.WORTH,TX
3 [COLLATERAL ASSIGNMENT]
Loan No.19099
SCHEDULE ]
ENCROACHMENT AGREEMENTS
1. Consent Agreement (City Secretary Contract No. 24903) executed September 1, 1998,
recorded in Volume 13824,Page 511,Deed Records,Tarrant County,Texas,between City
of Fort Worth and 813 Company,Ltd.,with the interests of 813 Company,Ltd. assigned to
LAZ/LA VI THE, L.P. by Correction of Assignment and Assumption of Encroachment
Agreements, dated effective September 5, 2008, and recorded under Document No.
D211183202, Real Property Records, Tarrant County, Texas, and with the interests of
LAZILA VI THE, L.P. assigned to MVP Fort Worth Taylor, LLC by Assignment and
Assumption of Encroachment Agreements, dated effective , 2015, and
recorded under Document No. , Real Property Records, Tarrant County,
Texas.
2. Encroachment Agreement(City Secretary Contract No. 37457)executed August 21, 2008,
between City of Fort Worth and 813 Company,Ltd. filed for record under Clerk's File No.
D208347462, Deed Records of Tarrant County,Texas, with the interests of 813 Company,
Ltd. assigned to LAZ/LA VI THE, L.P. by Correction of Assignment and Assumption of
Encroachment Agreements, dated effective September 5, 2008, and recorded under
Document No. D211183202, Real Property Records, Tan-ant County, Texas, and with the
interests of LAZ/LA VI THE, L.P. assigned to MVP Fort Worth Taylor, LLC by
Assignment and Assumption of Encroachment Agreements, dated effective
2015, and recorded under Document No. , Real
Property Records,Tarrant County,Texas.
3. Encroachment Agreement (City Secretary Contract No. 37635) executed August 5, 2008,
between City of Fort Worth and 813 Company,Ltd. and filed for record under Clerk's File
No. D208371995, Deed Records of Tarrant County, Texas, with the interests of 813
Company, Ltd. assigned to LAZ/LA VI THE, L.P. by Correction of Assignment and
Assumption of Encroachment Agreements, dated effective September 5, 2008, and
recorded under Document No. D211183202, Real Property Records, Tarrant County,
Texas, and with the interests of LAZ/LA VI THE, L.P. assigned to MVP Fort Worth
Taylor, LLC by Assignment and Assumption of Encroachment Agreements, dated
effective , 2015, and recorded under Document No. ,
Real Property Records,Tarrant County,Texas.
4. Encroachment Agreement(City Secretary Contract No. 43520)executed August 23, 2012,
between City of Fort Worth and LAZ/LA VI THE, L.P. and filed for record under Clerk's
File No. D2112215092, Deed Records of Tarrant County, Texas, with the interests of
LAZ/LA VI THE, L.P. assigned to MVP Fort Worth Taylor, LLC by Assignment and
Assumption of Encroachment Agreements, dated effective * 2015, and
recorded under Document No. , Real Property Records,Tarrant County,
Texas
4 [COLLATERAL ASSIGNMENI]
Loan No. 19099