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<br />PLEDGE AGREEMENT <br /> <br />THIS PLEDGE AGREEMENT is made as of October I, 2006. between the COUNTY OF <br />CASS, NORTH DAKOTA (the "Issuer"), a political subdivision organized under the constitution and <br />laws ofthe State ofNOlih Dakota, and WELLS FARGO BROKERAGE SERVICES, LLC (the "Lender"). <br /> <br />RECITALS: <br /> <br />WHEREAS, Sisters of the Presentation of the Blessed Virgin Mary, Fargo (the <br />"Corporation"), a North Dakota nonprofit corporation, and the Issuer have entered into a Loan <br />Agreement (the "Loan Agreement") of even date herewith, pursuant to which the Issuer will lend <br />10 the Corporation the proceeds of the $450,000 Multifamily Housing Revenue Bonds (Sisters ofthe <br />Presentation BVM Project), Series 2006 (the "Bonds''), issued pursuant to North Dakota Century <br />Code, Chapter 40-57 (the "Act"); and <br /> <br />WHEREAS, the Bonds are payable from and secured by the loan repayments to be made <br />by the Corporation under the Loan Agreement: and the Lender, as a condition to the purchase of the <br />Bonds, has required the execution of this Pledge Agreement; <br /> <br />NOW, THEREFORE, as an inducement to the Lender to purchase the Bonds, and in <br />consideration of the promises and other good and valuable consideration, the receipt and sufficiency <br />whereof is hereby acknowledged, the parties hereby agree as follows: <br /> <br />1. In order to secure the due and punctual payment of the Bonds and all other sums due <br />the Lender under the Loan Agreement, the Issuer does hereby pledge and assign to the Lender all of <br />the Issuer's right, title and interest in and to the Loan Agreement, subject to the Issuer's rights under <br />the provisions of Sections 4.03, 7.03 and 9.04 thereof. <br /> <br />2. The Issuer hereby represents and warrants to the Lender that the Issuer's right, title <br />and interest in the Loan Agreement is free and clear of any lien, security interest or other <br />encumbrance other than that arising under this Pledge Agreement. <br /> <br />3. The Issuer hereby authorizes the Lender to exercise. whether or not a default exists <br />under the Bonds or an Event of Default has occurred under the Loan Agreement, either in the <br />Issuer's name or the Lender's name, any and all rights or remedies available to the Issuer under the <br />Loan Agreement. The Issuer agrees, on request of the Lender, to execute and deliver to the Lender <br />such other documents or instruments as shall be deemed necessary or appropriate by the Lender at <br />any time to confilID or perfect the security interest hereby granted. The Issuer hereby appoints the <br />Lender its attorney-in-fact to execute on behalf of the Issuer, and in its name, any and all such <br />assignments, financing statements or other documents or instruments which the Lender may deem <br />necessary or appropriate to perfect, protect or enforce the security interest hereby granted. <br /> <br />-1- <br />