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Home My WebLink AboutLimited Warranty Release of BJS Mortgage filed 2/24/14 � 4 2014006765 RELEASE $20.00 02/24/2014 03:39:50P 4 PGS Mary T. Clark ?bt HAMILTON LTON County Recorder IN Recorded as Presented Cross Reference dIIlIII!EAlpII!IIIIIMIIIIlpI!IlIHMI]jJlINIIj The Real Estate Mortgage, Security Agreement, Assignment, and Fixture Filing released by this Release (UFB/BJS Mortgage) is recorded in the Office of the Hamilton County Recorder as Instrument No. 2010053112, which is a "re-recording" of the Real Estate Mortgage, Security Agreement, Assignment, and Fixture Filing recorded in the Office of the Hamilton County Recorder as Instrument No. 2010027238. The foregoing Real Estate Mortgage,Security Agreement,Assignment,and Fixture Filing am ended,restated, and superseded in its entirety that certain Real Estate Mortgage,Security Agreement,Assignment,and Fixture Filing recorded as Instrument No. 2007027805 in the Office of the Hamilton County Recorder. RELEASE UFB/BJS Mortgage 6-rd.'s- ay This Release (UFB/BJS Mortgage) (the "Release"), executed this J day of June, 2013, by The City of Carmel Redevelopment Commission ("CRC"), Witnesses: Recitals WHEREAS, in 2007, BJS obtained the FFB Loans; WHEREAS, in connection with the FFB Loans, BJS executed the FFB Notes, which were secured by the FFB Mortgage; WHEREAS, on June 10, 2010, CTDC purchased the Property; WHEREAS, to finance the purchase by CTDC of the Property: (a) CRC and CTDC entered into the Installment Contract; and (b) CTDC obtained the CTDC/UFB Loan; WHEREAS,to secure the CTDC/UFB Loan,CTDC collaterally assigned to UFB the interests of CTDC in: (a) the Installment Contract; and (b) the Loan Interests; WHEREAS, as additional security for the CTDC/UFB Loan, UFB required that BJS execute the UFB/BJS Note and the UFB/BJS Mortgage, which replaced and superseded the FFB Notes and the FFB Mortgage in their entirety; WHEREAS,the replacement of the FFB Notes and the FFB Mortgage with the UFB/BJS Note and the UFB/BJS Mortgage had no effect on the existence of the Loan Interests; WHEREAS, on December 27, 2012, CRC prepaid in full all of its obligations under the Installment Contract; WHEREAS, contemporaneously with the prepayment by CRC of all of its obligations under the Installment Contract, CTDC repaid the CTDC/UFB Loan in full; WHEREAS, the repayment of the CTDC/UFB Loan did not have any effect on the UFB/BJS Note, the UFB/BJS Mortgage, or the Loan Interests; WHEREAS, in connection with the repayment of the CTDC/UFB Loan, pursuant to that certain Assignment of Acquisition Property(Parcel 10)executed by and between UFB and CTDC and dated December 27, 2012, UFB "re-assigned" its interest in the Loan Interests to CTDC, effectively releasing the Loan Interests from the collateral assignment granted to UFB as security for the CTDC/UFB Loan; WHEREAS,pursuant to that certain Confirmation of Release(Collateral Assignment)of even date herewith, UFB confirmed that, as of December 27, 2012: (a)the Collateral Assignment was terminated; (b)the Loan Interests were released by UFB to CTDC; and (c)CTDC owned the Loan Interests free and clear of any rights or interests of UFB; • WHEREAS, because CRC had satisfied in full all of its obligations under the Installment Contract, CRC was entitled to receive CTDC's rights and interests in and to the Loan Interests; WHEREAS, pursuant to that certain Notice of Designation dated December 27, 2012, CRC designated 4CDC as the party to which CTDC should assign its rights and interests in and to the Loan Interests; WHEREAS, pursuant to that certain Assignment of Acquisition Property(Parcel 10)executed by and between CTDC and 4CDC and dated December 27, 2012, CTDC assigned its rights and interests in the Loan Interests to 4CDC; WHEREAS, pursuant to that certain Confirmation of Assignment (CTDC to 4CDC) of even date herewith, CTDC confirmed that, pursuant to the foregoing Assignment of Acquisition Property, CTDC: (a) had assigned its right and interests in the Loan Interests to 4CDC; and (b) no longer has any rights or interests in or to the Loan Interests; WHEREAS, subsequent thereto, it was determined that 4CDC should assign its rights and interests in and to the Loan Interests to CRC; accordingly, pursuant to that certain Assignment of Acquisition Property(Parcel 10)executed by and between 4CDC and CRC and dated April 17, 2013,4CDC assigned its interest in the Loan Interests to CRC; WHEREAS,pursuant to that certain Confirmation of Assignment(4CDC to CRC)of even date herewith,4CDC confirmed that,pursuant to the foregoing Assignment of Acquisition Property,4CDC:(a)had assigned its right and interests in the Loan Interests to CRC; and (b) no longer has any rights or interests in or to the Loan Interests; WHEREAS,accordingly,on the date hereof,CRC:(a)is the owner of the Loan Interests;and (b) is in the position of the "Lender" and the "Mortgagee" under the UFB/BJS Note and the UFB/BJS Mortgage; WHEREAS,pursuant to that certain Limited Warranty Deed(Remainder TIC Interest)of even date herewith, BJS is conveying its interest in the Real Estate to CRC; and WHEREAS, in connection with the foregoing conveyance by BJS,and the"unwinding"of the business relationship between the Shapiro Parties and CRC, CRC wishes to execute this Release; Release NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are acknowledged hereby, CRC agrees as follows: 1. Definitions. BJS shall mean BJS, LLC. BJSII shall mean BJSII, LLC. BJS Parties shall mean BJS, BJSII, Shapiro's Carmel, Inc., and Brian J. Shapiro. CTDC shall mean Carmel Theater Development Company, LLC. CTDC/UFB Loan shall mean a loan from UFB to CTDC to finance the acquisition of the Property,which loan was secured by the Installment Contract and an assignment of the Loan Interests. ..:1Docummns\Shoup,JcnnyvCi,y o1CarntclAI'n cci I0•SImpiros12013 061un13 Ilex inding\Releasc.1.can Interests.M ongagc.w pd -2- FFB shall mean First Financial Bank, NA. FFB Loans shall mean two loans made by FFB to BJS: (a)one of which was an equipment loan; and (b)one of which was a mortgage loan. FFB Mortgage shall mean, collectively, that certain: (a) Real Estate Mortgage recorded as Instrument No. 200002805 in the Recorder's Office; and (b) Assignment of Lease and Rents recorded as Instrument No. 200002806 in the Recorder's Office. The FFB Mortgage has been amended, restated, and superseded in its entirety by the UFB/BJS Mortgage. FFB Notes shall mean the promissory notes executed by BJS in favor of FFB in connection with obtaining the FFB Loans. The FFB Notes have been amended, restated, and superseded in their entirety by the UFB/BJS Note. Installment Contract shall mean that certain Installment Contract(Shapiro Loan Interests and Property)by and between CRC and CTDC and dated June 10, 2010, pursuant to which CRC agreed to purchase the Property from CTDC on an installment basis. Loan Interests shall mean the interest of the"Lender"and the"Mortgagee"under the FFB Note and the FFB Mortgage, as amended, restated, and superseded in their entirety by the UFB/BJS Note and the UFB/BJS Mortgage, respectively. Property shall mean the Loan Interests, together with certain other property owned by one or more BJS Parties. Real Estate shall mean that certain real estate located in Hamilton County, Indiana, and commonly known as 918 S. Rangeline Road. Recorder's Office shall mean the Office of the Hamilton County Recorder. UFB shall mean United Fidelity Bank. UFB/BJS Mortgage shall mean that certain Real Estate Mortgage, Security Agreement, Assignment, and Fixture Filing: (a) recorded as Instrument No. 2010027238 in the Recorder's Office; and (b) re-recorded as Instrument No. 2010053112 in the Recorder's Office. The UFB/BJS Mortgage amends, restates, and supersedes the FFB Mortgage in its entirety. UFB/BJS Note shall mean that certain Promissory Note in the principal amount of$2,450,000.00 executed by BJS in favor of UFB. The UFB/BJS Note amends, restates, and supersedes the FFB Notes in their entirety. 2. Release. CRC, as the owner of the Loan Interests and, accordingly, the party in the position of the "Mortgagee" under the UFB/BJS Mortgage, hereby releases the UFB/BJS Mortgage. ZADocnm ent,AShoup.l ennylrly or earme tlr:neel I o.9,apir's 20 a p(dma_1 Unwindinc\Rcicasu.I.nun Inicresi,4 or,gagc.wpd -3- IN WITNESS WHEREOF, CRC has executed this Release as of the date set forth above. T H E C I T Y O F C A R M E L REDEVELO•MENT C• ISSION Willa am er,a• -r•¢nt, ACKNOWLEDGMENT STATE OF INDIANA )SS: COUNTY OF MARION Before me,a Notary Public in and for the State of Indiana,personally appeared Bill Hammer, the President of The City of Carmel Redevelopment Commission, who acknowledged the execution of the foregoing Release (UFB/BJS Mortgage) on behalf of such entity. WITNESS my hand and Notarial Seal this 67 day of June, 2013... By C../A X' / r , / Notary Public Printed Na et cam A J ARNOLD • aIT Notary Public.State of Indiana yr4 Marion county My Commission Expires • I am a resident of County, Indiana. ` ° May 14,2015 My commission expires This instrument was prepared by Jennifer R. Shoup,Attorney-At-Law,Wallack Somers& Haas,One Indiana Square, Suite 2300, Indianapolis, Indiana 46204. I affirm, under the penalties for perjury, that I have taken reasonable care to redact each Social Security number in this document, unless required by law. Jennifer R. Shoup x9 Documents\Shoup.Jenny ta,y of Carm cl1Parcel I o-Sin pirost2u❑ onion I l UnwindineRelcarc-Loan Interests plortgagc.v. -4-