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HomeMy WebLinkAboutCollateral Assignment COLLATERAL ASSIGNMENT THIS COLLATERAL ASSIGNMENT (the "Assignment"), dated August 31,2004, is entered into by the City of Carmel Redevelopment Commission ("CRC") to assign certain rights to The Bank of New York Trust Company, N.A., Indianapolis, Indiana, as trustee (the "Trustee") pursuant to the Trust Agreement (the "Trust Agreement") between CRC and the Trustee, dated as of August 1,2004, relating to the City of Carmel Redevelopment District Tax Increment Revenue Bonds, Series 2004A(Illinois Street Project) (the "Bonds"). RECITALS 1. CRC has entered into certain agreements with Clarian Health Partners, Inc. ("Clarian"), including in particular a Guaranty by Clarian to CRC, dated the date hereof(the "Guaranty"). 2. CRC wishes to secure the Bonds by collaterally assigning the Guaranty (but solely to the extent set forth below) to the Trustee for the benefit of the holders of the Bonds. AGREEMENT 1. CRC hereby establishes a fund to be known as the Guaranty Fund (the "Guaranty Fund") into which all amounts received by CRC pursuant to the Agreement Not to Appeal Assessed Value between CRC and Clarian, dated the date hereof(the "Agreement Not to Appeal"), and the Agreement to Make Payments in Lieu of Taxes between CRC and Clarian, dated the date hereof (the "Pilot Agreement") (but not in excess of the amount of the Commitments (as defined below) payable to the Trustee in the then current bond year ending January 15),shall be deposited upon receipt by CRC. 2. Pursuant to notice provided by the Trustee pursuant to the Trust Agreement, CRC from time to time shall (or shall cause the Clerk-Treasurer of the City of Carmel to) withdraw funds from the Guaranty Fund in an amount sufficient, together with amounts in the Pledged Tax Increment Revenue Subaccount (as defined in the Resolution, defined below) required by the Resolution to be transferred to the Trustee, to enable the Trustee to (a) be compensated for its services, including Non-Payment Expenses (within the meaning of the Guaranty) and all compensation due under the Trust Agreement and (b) make a required principal and interest payment (collectively, the "Commitments") on the then next Interest Payment Date (as defined in the Trust Agreement) pursuant to Resolution No. 21-2004, adopted by CRC on May 18, 2004 (the "Resolution") and shall transmit(or cause the Clerk-Treasurer to transmit) such amount to the Trustee not later than the January 2 or July 2 next preceding the applicable Interest Payment Date. To the extent amounts in the Guaranty Fund are insufficient for such purpose, the Trustee shall, on behalf of CRC, direct Clarian to make a payment to the Trustee pursuant to the Guaranty (the "Guaranty") in the amount of such insufficiency by not later than the January 8 or July 8 next preceding the applicable Interest Payment Date in accordance with Section 3.02 of the Trust Agreement (which payment shall have priority over amounts otherwise due from Clarian to CRC pursuant to the Guaranty). 3. Provided that CRC has fully satisfied its Commitments for the prior twelve month period, CRC shall withdraw funds remaining in the Guaranty Fund as of January 15 of each year (the "Excess Guaranty Funds") and shall deposit the Excess Guaranty Funds into the Collateral Agreement Revenue Excess Fund(defined below). 4. Upon final payment or earlier retirement or defeasance of the Bonds, CRC shall withdraw all amounts in the Guaranty Fund and may terminate the Guaranty Fund, and shall deposit said amounts into the Collateral Agreement Revenue Excess Fund, and the Trustee shall have no further rights hereunder. 5. CRC hereby collaterally assigns its rights under the Guaranty (but solely to the extent set forth herein) to the Trustee for the purposes and to the extent set forth herein. If there is an Event of Default under Section 6.01(a) or (b) of the Trust Agreement, or a default in any other amount owed by CRC under the Resolution or the Trust Agreement, then the Trustee shall be entitled to exercise all rights of CRC under the Guaranty (but solely to the extent of the Commitments). 6. There is hereby established a Collateral Agreement Revenue Excess Fund (the "Collateral Agreement Revenue Excess Fund") into which all amounts received by CRC pursuant to the Guaranty, the Pilot Agreement or the Agreement Not to Appeal shall, except as otherwise provided herein, be deposited, together with any other funds designated by CRC. Amounts in the Collateral Agreement Revenue Excess Fund shall not be pledged to the Trustee or otherwise assigned to the Trustee hereunder, but shall be used as CRC shall determine in accordance with law. 7. This Assignment shall not be construed as expanding in any way the obligations of Clarian under the Guaranty. * * * * * -2- IN IMAN I 764020v5 CITY OF CARMEL REDEVELOPMENT COMMISSION By: .. Richard L. Sh. Secretary -3- INIMAN I 764020v5