Mortgage, Assignment of Rents, Security Agreement and Fixture Filing IIIIIIII IIII IIIII II II I III IIIII IIIII IIIA IIIII IIII I III IIIII I II II 1 III IIII II
REBECCA SEEMAN
e,; REGISTER OF DEEDS SALINE COUNTY KANSAS
'Book: 1387 Page: 651-663
Receipt #: 13297$, Recording Fee: $225.00
INN
Pages Recorded:13 Mortgage Amount: $500,000.00
Date Recorded: 1/29/2021 9:45: 12 AM
RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:
City of Salina
300 W.Ash Street,
Salina,KS 67401
Space above this line for Recorder's Use
MORTGAGE,ASSIGNMENT OF RENTS,
SECURITY AGREEMENT AND FIXTURE FILING
THIS MORTGAGE, ASSIGNMENT OF RENTS, SECURITY AGREEMENT AND
FIXTURE FILING ("Mortgage") is executed effective as of June 20, 2019, by and between LEE
LOFTS PARTNERS,LLC,a Kansas limited liability company,as Grantor("Grantor"),with an address at
227 N. Santa Fe, Suite 310, Salina, Kansas, 67401, to the CITY OF SALINA, KANSAS, a municipal
corporation duly organized under the laws of the State of Kansas with an address at 300 W. Ash Street,
Salina,Kansas 67401 ("Grantee").
1. GRANT OF SECURITY INTEREST.
1.1 The Property. For the purpose of securing payment and performance of the
Secured Obligations defined in Section 2 below, Grantor hereby irrevocably and unconditionally grants,
bargains, sells, conveys, transfers and assigns to Grantee, for the benefit of Grantee, with power of sale
and right of entry and possession, all estate, right,title and interest which Grantor now has or may later
acquire in the following property (all or any part of such property, or any interest in all or any part of it,
together with the Personalty (as hereinafter defined) being hereinafter collectively referred to as the
"Property"):
(a) The real property located in the County of Saline,State of Kansas,as
described in Exhibit A hereto(the"Land");
(b) All buildings,structures, improvements, fixtures and appurtenances now
or hereafter placed on the Land,and all apparatus and equipment now or hereafter attached in any
manner to the Land or any building on the Land, including all pipes, gas, electric, heating,
cooling, air conditioning, lighting, refrigeration and plumbing fixtures and equipment
(collectively,the"Improvements");
(c) All easements and rights of way appurtenant to the Land; all
development rights or credits and air rights;all roads,streets,alleys and other rights of way;
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(d) All existing and future leases, subleases, subtenancies, licenses,
occupancy agreements and concessions relating to the use and enjoyment of all or any part of the
Land or the Improvements,and any and all guaranties and other agreements relating to or made in
connection with any of the foregoing;
(e) All proceeds, including all claims to and demands for them, of the
voluntary or involuntary conversion of any of the Land, Improvements, or the other property
described above into cash or liquidated claims, including proceeds of all present and future fire,
hazard or casualty insurance policies, whether or not such policies are required by Grantee, and
all condemnation awards or payments now or later to be made by any public body or decree by
any court of competent jurisdiction for any taking or in connection with any condemnation or
eminent domain proceeding, and all causes of action and their proceeds for any breach of
warranty, misrepresentation, damage or injury to, or defect in, the Land, Improvements, or the
other property described above or any part of them;and
(f) All proceeds of, additions and accretions to, substitutions and
replacements for,and changes in any of the property described above.
1.2 Fixture Filing. This Mortgage constitutes a financing statement filed as a fixture
filing under the Kansas Uniform Commercial Code,as amended or recodified from time to time,covering
any Property which now is or later may become a fixture attached to the Land or any building located
thereon, as extracted collateral or timber to be cut. This Mortgage is to be recorded in the real estate
records of the county or city and county in which the fixtures are located. The address of Grantor,as the
debtor,and of Grantee,as the secured party,are as set forth in Paragraph 7.6.
1.3 Senior Mortgages. At this date, the Property is encumbered by the following
described documents (i) [CONSTRUCTION MORTGAGE], executed by Grantor for the benefit The
Bennington State Bank and (ii) [HOME MORTGAGE, executed by Grantor for the benefit of Kansas
Housing Resources Corporation (collectively, the "Senior Mortgages"). Any default under said Senior
Mortgages shall also constitute a default under this Mortgage.
2. THE SECURED OBLIGATIONS.
2.1 Purpose of Securing. Grantor makes the grant, conveyance, transfer and
assignment set forth in Section 1, makes the irrevocable and absolute assignment set forth in Section 3,
and grants the security interest set forth in Section 4, all for the purpose of securing the following
obligations(the"Secured Obligations")in any order of priority that Grantee may choose:
(a) Payment of all obligations of Borrower to Grantee arising under the
Promissory Note (the"Note")dated of even date herewith,payable by Borrower as maker in the
original principal amount of Five Hundred Thousand and 00/100 Dollars ($500,000.00) to the
order of Grantee;
(b) Payment and performance of all obligations of Grantor under this
Mortgage.
This Mortgage also secures payment of all obligations of Borrower under the Note which arise after the
Note is extended, renewed, modified or amended pursuant to any written agreement between Borrower
and Grantee,and all obligations of Borrower under any successor agreement or instrument which restates
and supersedes the Note in its entirety.
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2.2 Terms of Secured Obligations. All persons who may have or acquire an interest
in all or any part of the Property will be considered to have notice of,and will be bound by,the terms of
the Note described in Paragraph 2.1(a) and each other agreement or instrument made or entered into in
connection with each of the Secured Obligations. These terms include any provisions in the Note which
permit borrowing, repayment and reborrowing, or which provide that the interest rate on one or more of
the Secured Obligations may vary from time to time.
3. ASSIGNMENT OF RENTS.
3.1 Assignment. Grantor hereby irrevocably, absolutely, presently and
unconditionally assigns to Grantee all rents,royalties, issues,profits,revenue,income and proceeds of the
Property, whether now due, past due or to become due, including all prepaid rents and security deposits
(collectively,the"Rents"),and confers upon Grantee the right to collect such Rents with or without taking
possession of the Property. In the event that anyone establishes and exercises any right to develop, bore
for or mine for any water, gas, oil or mineral on or under the surface of the Property, any sums that may
become due and payable to Grantor as bonus or royalty payments, and any damages or other
compensation payable to Grantor in connection with the exercise of any such rights, shall also be
considered Rents assigned under this Paragraph.
3.2 Grant of License. Notwithstanding the provisions of Paragraph 3.1, Grantee
hereby confers upon Grantor a license("License")to collect and retain the Rents as they become due and
payable, so long as no Event of Default, as defined in Paragraph 6.2, shall exist and be continuing. If an
Event of Default has occurred and is continuing, Grantee shall have the right, which it may choose to
exercise in its sole discretion, to terminate this License without notice to or demand upon Grantor, and
sc ,
without regard to the adequacy of the security for the Secured Obligations.
4. SECURITY INTEREST IN RELATED PERSONALTY.
4.1 Grant of Security Interest. Grantor grants to Grantee a security interest in, and
pledges and assigns to Grantee, all of Grantor's right, title and interest, whether presently existing or
hereafter acquired in and to all of the following property(collectively,the"Personalty"):
(a) All materials, supplies, goods, tools, furniture, fixtures, equipment, and
machinery which in all cases is affixed or attached,or to be affixed or attached,in any manner on
the Land or the Improvements;
(b) All architectural and engineering plans, specifications and drawings
which arise from or relate to the Land or the Improvements;
(c) All permits, licenses and claims to or demands for the voluntary or
involuntary conversion of any of the Land, Improvements, or other Property into cash or
liquidated claims, proceeds of all present and future fire, hazard or casualty insurance policies
relating to the Land and the Improvements,whether or not such policies are required by Grantee,
and all condemnation awards or payments now or later to be made by any public body or decreed
by any court of competent jurisdiction for any taking or in connection with any condemnation or
eminent domain proceeding, and all causes of action and their proceeds for any breach of
warranty, misrepresentation, damage or injury to, or defect in,the Land, Improvements, or other
Property or any part of them;
(d) All substitutions, replacements, additions, and accessions to any of the
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•
above property, and all books, records and files relating to any of the above property, including,
without limitation,all general intangibles related to any of the above property and all proceeds of
the above property.
5. RIGHTS AND DUTIES OF THE PARTIES.
5.1 Representations and Warranties. Grantor represents and warrants that Grantor
lawfully possesses and holds fee simple title to all of the Land and the Improvements.
5.2 Taxes, Assessments, Liens and Encumbrances. Grantor shall pay prior to
delinquency all valid taxes, levies, charges and assessments, including assessments on appurtenant water
stock, imposed by any public or quasipublic authority or utility company which are (or if not paid, may
become)a lien on all or part of the Property or any interest in it,or which may cause any decrease in the
value of the Property or any part of it. Grantor shall immediately discharge any lien on the Property
which Grantee has not consented to in writing,and shall also pay when due each valid obligation secured
by or reducible to a lien, charge or encumbrance which now or hereafter encumbers or appears to
encumber all or part of the Property, whether the lien, charge or encumbrance is or would be senior or
subordinate to this Mortgage.
5.3 Damages and Insurance and Condemnation Proceeds.
(a) Grantor hereby absolutely and irrevocably assigns to Grantee, and
authorizes the payor to pay to Grantee,the following claims, causes of action, awards,payments
and rights to payment(collectively,the"Claims"):
(i) all awards of damages and all other compensation payable
directly or indirectly because of a condemnation, proposed condemnation or taking for
public or private use which affects all or part of the Property or any interest in it;
(ii) all other awards, claims and causes of action, arising out of any
breach of warranty or misrepresentation affecting all or any part of the Property, or for
damage or injury to,or defect in,or decrease in value of all or part of the Property or any
interest in it;
(iii) all proceeds of any insurance policies payable because of loss
sustained to all or part of the Property, whether or not such insurance policies are
required by Grantee;and
(iv) all interest which may accrue on any of the foregoing.
(b) Grantor shall immediately notify Grantee in writing if:
(i) any damage occurs or any injury or loss is sustained to all or part
of the Property,or any action or proceeding relating to any such damage,injury or loss is
commenced;or
(ii) any offer is made, or any action or proceeding is commenced,
which relates to any actual or proposed condemnation or taking of all or part of the
Property.
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If Grantee chooses to do so, it may in its own name appear in or prosecute any action or
proceeding to enforce any cause of action based on breach of warranty or misrepresentation, or
for damage or injury to, defect in, or decrease in value of all or part of the Property, and it may
make any compromise or settlement of the action or proceeding. Grantee, if it so chooses, may
participate in any action or proceeding relating to condemnation or taking of all or part of the
Property,and may join Grantor in adjusting any loss covered by insurance.
(c) All proceeds of the Claims assigned to Grantee under this Paragraph
shall be paid to Grantee. In each instance, Grantee shall apply those proceeds first toward
reimbursement of all of Grantee's costs and expenses of recovering the proceeds, including
attorneys' fees. Grantor further authorizes Grantee, at Grantee's option and in Grantee's sole
discretion, and regardless of whether there is any impairment of the Property, (i) to apply the
balance of such proceeds, or any portion of them, to pay or prepay some or all of the Secured
Obligations in such order or proportion as Grantee may determine, or(ii)to hold the balance of
such proceeds, or any portion of them, in an interest-bearing account to be used for the cost of
reconstruction,repair or alteration of the Property,or(iii)to release the balance of such proceeds,
or any portion of them,to Grantor. If any proceeds are released to Grantor, Grantee shall not be
obligated to see to,approve or supervise the proper application of such proceeds. If the proceeds
are held by Grantee to be used to reimburse Grantor for the costs of restoration and repair of the
Property, the Property shall be restored to the equivalent of its original condition, or such other
condition as Grantee may approve in writing, provided that such approval shall not be
unreasonably withheld. Grantee may,at Grantee's option,condition disbursement of the proceeds
on Grantee's approval of such plans and specifications prepared by an architect satisfactory to
Grantee, contractor's cost estimates, architect's certificates, waivers of liens, sworn statements of
mechanics and materialmen, and such other evidence of costs, percentage of completion of
construction, application of payments, and satisfaction of liens as Grantee may reasonably
require. Notwithstanding the foregoing, the proceeds of any such insurance shall be applied to
restore or repair the property damaged provided that(i) no Event of Default shall have occurred
and is continuing under the Mortgage and(ii) such proceeds from any insurance are sufficient to
rebuild the Project in a manner that provides adequate security to the Lender for repayment of the
Loan,or if such proceeds are insufficient,the Grantor shall have funded any deficiency.
5.4 Insurance. Grantor shall provide and maintain in force at all times all risk
property damage insurance on the Property and such other type of insurance on the Property as may be
required under the Senior Mortgages. Each such policy of insurance shall be in an amount, for a term,
and in form and content satisfactory to Grantee, and shall be written only by companies approved by
Grantee. In addition, each policy of hazard insurance shall include a payable endorsement in favor of
Grantee.
5.5 Maintenance and Preservation of Property.
(a) Grantor shall keep the Property in good condition and repair and shall
not commit or allow waste of the Property. Grantor shall not remove or demolish the Property or
any part of it,or alter,restore or add to the Property,or initiate or allow any change in any zoning
or other land use classification which affects the Property or any part of it,except with Grantee's
express prior written consent in each instance.
(b) If all or part of the Property becomes damaged or destroyed, Grantor
shall promptly and completely repair and/or restore the Property in a good and workmanlike
manner in accordance with sound building practices,regardless of whether or not Grantee agrees
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to disburse insurance proceeds or other sums to pay costs of the work of repair or reconstruction
under Paragraph 5.3.
(c) Grantor shall not commit or allow any act upon or use of the Property
which would violate any applicable law or order of any governmental authority, whether now
existing or later to be enacted and whether foreseen or unforeseen, or any public or private
covenant, condition, restriction or equitable servitude affecting the Property. Grantor shall not
bring or keep any article on the Property or cause or allow any condition to exist on it, if that
could invalidate or would be prohibited by any insurance coverage required to be maintained by
Grantor on the Property or any part of it under this Mortgage.
(d) Grantor shall perform all other acts which from the character or use of
the Property may be reasonably necessary to maintain and preserve its value.
5.6 Indemnification. Grantor agrees to indemnify Grantee against and hold Grantee
harmless from all losses, damages, liabilities, claims, causes of action,judgments, court costs, attorneys'
fees and other legal expenses, cost of evidence of title, cost of evidence of value, and other costs and
expenses which either may suffer or incur in performing any act required or permitted by this Mortgage
or by law or because of any failure of Grantor to perform any of its obligations. This agreement by
Grantor to indemnify Grantee shall survive the release and cancellation of any or all of the Secured
Obligations and the full or partial release of this Mortgage or reconveyance of all or any portion of the
Property.
5.7 Defense and Notice of Claims and Actions. At Grantor's sole expense, Grantor
shall protect,preserve and defend the Property and title to and right of possession of the Property,and the
security of this Mortgage and the rights and powers of Grantee created under it, against all adverse
claims. Grantor shall give Grantee prompt notice in writing if any claim is asserted which does or could
affect any of these matters, or if any action or proceeding is commenced which alleges or relates to any
such claim.
6. ACCELERATING TRANSFERS,DEFAULT AND REMEDIES.
6.1 Accelerating Transfers.
(a) "Accelerating Transfer" means any sale, contract to sell, conveyance,
encumbrance,or other transfer,whether voluntary,involuntary,by operation of law or otherwise,
of all or any material part of the Property or any interest in the Property.
(b) Grantor agrees that if any Accelerating Transfer occurs, Grantee in its
sole discretion may declare all of the Secured Obligations to be immediately due and payable,and
Grantee may invoke any rights and remedies provided by Paragraph 6.3 of this Mortgage.
6.2 Events of Default. The occurrence of any one or more of the following events,at
the option of Grantee,shall constitute an event of default("Event of Default")under this Mortgage:
(a) Borrower fails to make any payment,when due, under the Note and fails
to cure such failure within ten (10) days following written notice from Grantee, or any other
default occurs under and as defined in the Note or in any other instrument or agreement
evidencing any of the Secured Obligations and such default continues for thirty (30) days after
written notice in accordance with the terms of the Note;
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(b) Except to the extent otherwise provided in Section 6.2(a)above,Grantor
fails to make any payment or perform any obligation which arises under this Mortgage and such
failure continues for thirty(30)days after written notice in accordance with the terms of the Note;
(c) The occurrence of an Accelerating Transfer as described in Paragraph
6.1;or
(d) Any representation or warranty made in connection with this Mortgage
or the Secured Obligations proves to have been false or misleading in any material respect when
made.
The Grantor's Investor Limited Partner shall have the right, but not the obligation, to cure an
event of default under this Mortgage and the parties hereto agree to accept such performance as if
it were undertaken by the Grantor itself.
6.3 Remedies. At any time after the occurrence of an Event of Default,Grantee shall
be entitled to invoke any and all of the rights and remedies described below, as well as any other
remedies authorized bylaw. All of such rights and remedies shall be cumulative, and
rights and g
the exercise of any one or more of them shall not constitute an election of remedies.
(a) Except as required by law or herein, Grantee may declare any or all of
the Secured Obligations to be due and payable immediately.
(b) Grantee may apply to any court of competent jurisdiction for,and obtain
appointment of, a receiver for the Property, ex parte, without notice, and without regard to the
solvency of Grantor or Borrower or any impairment to the Property.
(c) Grantee, in person, by agent or by court-appointed receiver, may enter,
take possession of,manage and operate all or any part of the Property, and in its own name or in
the name of Grantor sue for or otherwise collect any and all Rents, including those that are past
due, and may also do any and all other things in connection with those actions that Grantee may
in its sole discretion consider necessary and appropriate to protect the security of this Mortgage.
Such other things may include: entering into, enforcing, modifying, or canceling leases on such
terms and conditions as Grantee may consider proper; obtaining and evicting tenants; fixing or
modifying Rents;completing any unfinished construction;contracting for and making repairs and
alterations;performing such acts of cultivation or irrigation as necessary to conserve the value of
the Property; and preparing for harvest,harvesting and selling any crops that may be growing on
the Property. Grantor hereby irrevocably constitutes and appoints Grantee as its attorneyinfact to
perform such acts and execute such documents as Grantee in its sole discretion may consider to
be appropriate in connection with taking these measures, including endorsement of Grantor's
name on any instruments. The foregoing power is coupled with an interest and is irrevocable.
Grantor agrees to deliver to Grantee all books and records pertaining to the Property, including
computer-readable memory and any computer hardware or software necessary to access or
process such memory, as may reasonably be requested by Grantee in order to enable Grantee to
exercise its rights under this Paragraph.
(d) Grantee may cure any breach or default of Grantor, and if it chooses to
do so in connection with any such cure,Grantee may also enter the Property and/or do any and all
other things which it may in its sole discretion consider necessary and appropriate to protect the
security of this Mortgage. Such other things may include: appearing in and/or defending any
action or proceeding which purports to affect the security of, or the rights or powers of Grantee
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under,this Mortgage; paying,purchasing, contesting or compromising any encumbrance,charge,
lien or claim of lien which in Grantee's sole judgment is or may be senior in priority to this
Mortgage, such judgment of Grantee to be conclusive as among the parties to this Mortgage;
obtaining insurance and/or paying any premiums or charges for insurance required to be carried
under this Mortgage; otherwise caring for and protecting any and all of the Property; and/or
employing counsel, accountants, contractors and other appropriate persons to assist Grantee.
Grantee may take any of the actions permitted hereunder either with or without giving notice to
any person.
(e) Grantee may bring an action in any court of competent jurisdiction to
foreclose this instrument or to obtain specific enforcement of any of the covenants or agreements
of this Mortgage.
(f) Grantee may foreclose this Mortgage by judicial action, or take such
other action as the law may allow,at law,or in equity,for the enforcement thereof and realization
on the Property, and proceed thereon to final judgment and judicial sale or execution thereon for
the entire unpaid balance of the Secured Obligations, including interest at the rates and pursuant
to the methods of calculation specified in the Note,together with all actual and reasonable out-of-
pocket costs of suit,interest at the Default Rate(as defined in the Note)on any judgment obtained
by Grantee from and after the date of any judicial sale of the Property until actual payment is
made to Grantee of the full amount due Grantee, and actual and reasonable out-of-pocket
attorneys' fees for collection,any usage or custom to the contrary notwithstanding.
(g) Grantee may proceed under the Uniform Commercial Code as to all or
any part of the Personalty, and in conjunction therewith may exercise all of the rights, remedies
and powers of a secured creditor under the Uniform Commercial Code. When all time periods
then legally mandated have expired, and after such notice of sale as may then be legally required
has been given, Grantee may sell or cause to be sold the Personalty at a public sale to be held at
the time and place specified in the notice of sale or,to the extent permitted by applicable law, at
private sale. It shall be deemed commercially reasonable for the Grantee to dispose of the
Personalty without giving any warranties as to the Personalty and specifically disclaiming all
disposition warranties.
(h) Notwithstanding the availability of legal remedies, Grantee will be
entitled to obtain specific performance, mandatory and prohibitory injunctive relief or other
equitable relief requiring Grantor to cure or refrain from repeating any default.
6.4 Application of Sale Proceeds and Rents.
(a) Grantee shall apply the proceeds of any sale of the Property in the
following manner: first, to pay the portion of the Secured Obligations attributable to the costs,
fees and expenses of the sale,including costs of evidence of title in connection with the sale;and,
second, to pay all other Secured Obligations in any order and proportions as Grantee in its sole
discretion may choose. The remainder, if any, shall be remitted to the person or persons entitled
thereto.
(b) Grantee shall apply any and all Rents collected by it, and any and all
sums other than proceeds of any sale of the Property which Grantee may receive or collect under
Paragraph 6.3, in the following manner: first, to pay the portion of the Secured Obligations
attributable to the costs and expenses of operation and collection that may be incurred by Grantee
or any receiver;and,second,to pay all other Secured Obligations in any order and proportions as
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Grantee in its sole discretion may choose. The remainder, if any, shall be remitted to the person
or persons entitled thereto. Grantee shall have no liability for any funds which it does not
actually receive.
7. MISCELLANEOUS PROVISIONS.
7.1 Powers of Grantee.
(a) Grantee may take any of the actions permitted under Paragraphs 6.3(b)
and/or 6.3(c) regardless of the adequacy of the security for the Secured Obligations, or whether
any or all of the Secured Obligations have been declared to be immediately due and payable, or
whether notice of default and election to sell has been given under this Mortgage.
(c) From time to time, Grantee may apply to any court of competent
jurisdiction for aid and direction in enforcing the rights and remedies created under this
Mortgage. Grantee may from time to time obtain orders or decrees directing, confirming or
approving acts in executing this Mortgage and enforcing these rights and remedies.
7.2 Applicable Law; Choice of Venue. This Mortgage shall be governed by federal
law applicable to Grantee and,to the extent not preempted by federal law,the laws of the State of Kansas
without regard to its conflicts of law provisions. This Mortgage has been accepted by Grantee in the State
of Kansas. If there is a lawsuit,Grantor agrees upon Grantee's request to submit to the jurisdiction of the
courts of Saline County,State of Kansas.
7.3 Successors in Interest. The terms, covenants and conditions of this Mortgage
shall be binding upon and inure to the benefit of the heirs, successors and assigns of the parties.
However,this Paragraph does not waive the provisions of Paragraph 6.1.
7.4 Waiver of Jury Trial. EACH PARTY HERETO HEREBY
IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING
DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS MORTGAGE OR
ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THE
TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON
CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (a) CERTIFIES
THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS
REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD
NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER,
(b) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN
INDUCED TO ENTER INTO THIS MORTGAGE AND THE OTHER DOCUMENTS
CONTEMPLATED HEREBY BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
CERTIFICATIONS IN THIS SECTION AND (c) CERTIFIES THAT THIS WAIVER IS
KNOWINGLY,WILLINGLY AND VOLUNTARILY MADE.
7.5 Severability. If any provision of this Mortgage should be held unenforceable or
void, that provision shall be deemed severable from the remaining provisions and in no way affects the
validity of this Mortgage except that if such provision relates to the payment of any monetary sum,then
Grantee may,at its option,declare all Secured Obligations immediately due and payable.
7.6 Notices. Grantor hereby requests that a copy of notice of default and notice of
sale be mailed to it at the address set forth below. That address is also the mailing address of Grantor as
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debtor under the Uniform Commercial Code. Grantee's address given below is the address for Grantee as
secured party under the Uniform Commercial Code.
Addresses for Notices to Grantor: Lee Lofts Partners,LLC
227 N.Santa Fe,Suite 310
Salina,KS 67401
Address for Notices to Grantee: City of Salina,Kansas
300 W.Ash Street
Salina,KS 67401
In all cases with copies to: RSEP Holding,LLC
c/o Redstone Equity Partners
1100 Superior Avenue,Suite 1640
Cleveland,Ohio 44114
And: Nixon Peabody LLP
Exchange Place
53 State Street
Boston,Massachusetts 02109-2835
Attention:Roger Holmes
7.7 Intentionally Deleted.
7.8 Waiver of Marshalling. Grantor waives all rights, legal and equitable, it may now or
hereafter have to require marshaling of assets or to direct the order in which any of the Property will be
sold in the event of any sale under this Mortgage. Each successor and assign of Grantor, including any
holder of a lien subordinate to this Mortgage, by acceptance of its interest or lien agrees that it shall be
bound by the above waiver,as if it had given the waiver itself.
7.9 Waiver of Homestead. Grantor hereby abandons and waives all claims of homestead on
the Property and does hereby forever release and discharge the Property from any and all claims of
homestead.
7.10 Nonrecourse Obligation. Notwithstanding anything to the contrary herein, the Secured
Obligations shall be nonrecourse to Borrower and its members.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF,Grantor has executed this Mortgage this 20 day of June,2019.
GRANTOR:
LEE LOFTS PARTNERS,LLC,
a Kansas limited liability company
By: LL Managing Member,LLC, a Kansas
limited liability company, its Manager
By: LL Manager,LLC,a Kansas limited
liability company, its manager
By: WFA v..
Name: • nt o snich
Title: -Manager
By:
Name: Patrick Beatty
Title: Co-Manager
ACKNOWLEDGMENT
14
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NOTARY PUBLIC-State of Kansas ()I i
STATE OF40
APRIL EN fT M2aL '
S CW Y Ss. = My Apel Expires
COUNTY OF 1 w ) �Z- i TRD
On this a day of / , 2019, before me, a Notary Public in and for said State and
County, personally appeared Anthony Krsnich, who is personally known to me to be the person who
executed the within instruments, and who stated that he is Co-Manager of LL Manager, LLC, a Kansas
limited liability company, the Manager of LL Managing Member, LLC, a Kansas limited liability
company, the Manager of Lee Lofts Partners, LLC, a Kansas limited liability company and he
acknowledged said instrument to be the free act and deed of said company.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal in the
County and State aforesaid,the day and year first above written.
STATE OF ,I eAMt _ NOTARY PUBLIC-State of Kansas
)SS. —2.— APRIL ENGSTROM
I
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COUNTY OF aQ, ) -n -==--
_m -MY APPt.Expires 1p'l l- Y h nnp
A *ii1L04. � a"A
On this at day of itAkt, , 2019, before me, a Notary Public in and for said State and
County, personally appeared Patrick Beatty, who is personally known to me to be the person who
executed the within instruments, and who stated that he is Co-Manager of LL Manager, LLC, a Kansas
limited liability company, the Manager of LL Managing Member, LLC, a Kansas limited liability
company, the Manager of Lee Lofts Partners, LLC, a Kansas limited liability company and he
acknowledged said instrument to be the free act and deed of said company.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal in the
County and State aforesaid,the day and year first above written.
14
Book: 1387 Page: 663
•
EXHIBIT A
Legal Description of the Property
TRACT ONE:
A PORTION OF LOTS 49 AND 51 ON SANTA FE AVENUE, A PORTION OF LOTS 50
AND 52 ON 5TH STREET,AND A PORTION OF VACATED ALLEY ADJACENT TO SAID
LOTS, ORIGINAL TOWN OF SALINA, SALINE COUNTY, KANSAS, BEING MORE
PARTICULARLY DESCRIBED AS FOLLOWS:
BEGINNING AT THE NORTHEAST CORNER OF SAID LOT 50;THENCE ON THE WEST
RIGHT-OF-WAY LINE OF SAID 5TH STREET, S00°09'32" W, A DISTANCE OF 87.85
FEET;THENCE N 89°28'30"W A DISTANCE OF 250.53 FEET TO A POINT ON THE EAST
RIGHT-OF-WAY LINE OF SAID SANTA FE AVENUE; THENCE ON SAID EAST RIGHT-
OF-WAY LINE N 00°15'33" E A DISTANCE OF 87.93 FEET TO THE NORTHWEST
CORNER OF SAID LOT 49; THENCE ON THE SOUTH RIGHT-OF-WAY LINE OF ELM
STREET, S 89°27'28" E A DISTANCE OF 250.38 FEET TO THE POINT OF BEGINNING.
TRACT TWO:
A PORTION OF LOTS 53, 55,AND 57 ON SANTA FE AVENUE,A PORTION OF LOTS 54,
56, 58, AND 60 ON 5TH STREET, AND A PORTION OF VACATED ALLEY ADJACENT
TO SAID LOTS, ORIGINAL TOWN OF SALINA, SALINE COUNTY, KANSAS, BEING
MORE PARTICULARLY DESCRIBED AS FOLLOWS:
BEGINNING AT THE SOUTHEAST CORNER OF SAID LOT 60; THENCE ON THE
SOUTH LINE OF SAID LOT 60, N 89°27'06" W A DISTANCE OF 120.95 FEET TO THE
SOUTHWEST CORNER OF SAID LOT 60; THENCE ON THE WEST LINE OF SAID LOT
60; N 00°18'20" E, A DISTANCE OF 50.02 FEET TO THE NORTHWEST CORNER OF
SAID LOT 60; THENCE ON THE SOUTH LINE OF SAID LOT 57 AND EXTENSION
THEREOF, N 89°22'29" W A DISTANCE OF 2238 FEET; THENCE N 00°0912" E A
DISTANCE OF 104.01 FEET ;THENCE S 89°50'28" E A DISTANCE OF 143.20 FEET TO A
POINT ON THE WEST RIGHT-OF-WAY LINE OF SAID 5TH STREET;THENCE ON SAID
WEST RIGHT-OF-WAY LINE S 00°09'32" W A DISTANCE OF 155.03 FEET TO THE
POINT OF BEGINNING.
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