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Home My WebLink About2958Existing Certs 1459930, 1444666 I I iii Doc No T05517672 Certified, filed and/or recorded on Mar 14, 2018 11:44 AM Office of the Registrar of Titles Hennepin County, Minnesota Martin McCormick, Registrar of Titles Mark Chapin, County Auditor and Treasurer Deputy 55 Pkg ID 1666494E Document Recording Fee $46.00 Multiple Certificates Affected Fee $20.00 Document Total $66.00 This cover sheet is now a permanent part of the recorded document. (reserved for recording ltdormation) DRAINAGE EASEMENT AGREEMENT THIS DRAINAGE EASEMENT AGREEMENT (this "Agreement") is made this rday of March, 2018 by SOUTHDALE CENTER, LLC, a Delaware limited liability company ("Southdale") and SOUTHDALE REDEVELOPMENT, LLC, a Delaware limited liability company ("Redevelopment"). RECITALS A. Southdale is the owner of certain property located in the City of Edina, Minnesota and legally described in Exhibit A attached hereto (the "Southdale Parcel"), Southdale represents and warrants that no party other than Wells Fargo Bank, National Association, as Trustee for Morgan Stanley Bank of America Merrill Lynch Trust 2013-C10, Commercial Mortgage Pass-Through Certificate Series 2013-C10, has any ownership interest in the Southdale Parcel, and that no one has any interest in the Southdale Parcel that would preclude Southdale from providing the easement set forth herein. B. Redevelopment is the owner of certain property located in the City of Edina, Minnesota and legally described in Exhibit B attached hereto (the "Redevelopment Parcel"). C. Redevelopment has requested that Southdale grant the Owner of the Redevelopment Parcel a drainage easement over the Southdale Parcel for purposes of draining into the Underground Retention System (defined below), and Southdale has agreed to do so. AGREEMENT NOW THEREFORE, the parties, as Owners of the Parcels, agree that the Parcels are and shall be held, transferred, conveyed and occupied subject to the easement set forth in this Agreement. Section 1. Recitals. The Recitals set forth above are incorporated herein and made a part hereof 168076v3 1 Section 2, Definitions. 2.1. land records. "Owner" means the fee owner(s) of a Parcel as reflected in the appropriate county 2,2. "Parcel" means individually, and "Parcels" means collectively, the Southdale Parcel and the Redevelopment Parcel and any parcel that results from any future subdivision of the Soutbdale Parcel. 2.3. "Underground Retention System" means that underground retention system to be constructed by the Owner of the Southdale Parcel on the Southdale Parcel for the benefit of Redevelopment, which Underground Retention System is located upon the Southdale Parcel in the location set forth on Exhibit C attached hereto. Section 3. Drainage Easement. Southdale, as the Owner of the Southdale Parcel, hereby grants and coveys to the Owner of the Redevelopment Parcel, for the benefit of the Redevelopment Parcel, a non-exclusive easement for drainage purposes over, under and across those portions of the Southdale Parcel that are necessary to provide drainage of stormwater and snowmelt runoff from the Redevelopment Parcel to the Underground Retention System. Southdale, its successors and assigns, shall in all respects remain the Owner of the Southdale Parcel, subject to the easement provided herein, and may make all lawful uses of the Southdale Property not inconsistent therewith, Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall restrict Southdale, its successors and assigns, from making any changes to the land in the Southdale Parcel or constructing, demolishing or changing improvements on such land, which may change the flow pattern of water drainage from the Redevelopment Parcel to the Underground Retention System, provided that it does not prevent the drainage of runoff from Redevelopment Parcel to the Underground Retention System. The easement hereunder is solely for runoff drainage and does not create any right of entry or access. Section 4. Miscellaneous. 4.1. Restrictions. Except during the construction of the Underground Retention System and as reasonably necessary for maintenance and repairs to the Underground Retention System, neither Owner of a Parcel may permit activity on its respective Parcel that will prevent the drainage of runoff from Redevelopment Parcel to the Underground Retention System, 4.2. Notice to Mortgagees. In the event that either Owner gives written notice to the other Owner of any violation of the provisions of this Agreement, including, without limitation any maintenance obligations of either Owner hereunder, and such notifying Owner has previously received written notice of the identity and address of such violating party's mortgagee, such notifying Owner shall provide a copy of such violation notice to such mortgagee. 4.3. Running With the Land. All provisions of this Agreement shall be permanent and perpetual, shall run with the land and shall inure to the benefit of and be binding upon the Owners of the Parcels and all of the Owners' respective successors, assignees, transferees, tenants, licensees, vendees, and mortgagees with respect to the respective interests in the Parcels. 168076v3 2 4.4, Entire Agreement and Modifications. This Agreement represents the entire agreement and understanding of the Parties as to the subject matter hereof and supersedes any and all previous agreements of whatever nature between the parties with respect to the subject matter, This Agreement may not be altered or amended except by an agreement in writing signed by the Owners of the Parcels, 4.5. Headings and Exhibits. The headings of sections in this Agreement are for convenience only; they form no part of this Agreement and shall not affect its interpretation. The Recitals contained herein, and all schedules, exhibits, addenda or attachments referred to herein are incorporated in and constitute a part of this Agreement. 4.6. Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument, 4.7, Severability. If any provision of this Agreement is invalid or unenforceable, such provision shall be deemed to be modified to be within the limits of enforceability or validity, if feasible; however, if the offending provision cannot be so modified, it shall be stricken and all other provisions of this Agreement in all other respects shall remain valid and enforceable. 4,8. Controlling Law, This Agreement shall be governed by and construed under the laws of the State of Minnesota. 4.9. Duration. The easement created hereunder is perpetual, and shall commence upon completion of the execution by the parties. [Signatures appear on following pages] 168076v3 By: Name: Its: John RUIN President of Malls — Chief Administrative Officer IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the above date. SOUTH-DALE CENTER, LLC a Delaware nab' :ty company STATE OF INDIANA )ss. COUNTY OF MARION , The foregoing instrument was acknowledged before me this aa na day of rebructrcA , 2018, by Z-0 ti n gut t; , the. entSlti3n4- A illafisof Southdale Center, LLC, a Delaware limited liability company, who 15 presently known to me and who executed the foregoing instrument on behalf of said limited liability '1 company. - AS A NOTARY PUB Ci r , LatVotit eDunAS 4 ReSActence_ a-Oh n80 v-• COrAmISS'ion EgFays 451513o) .20as- 168076v3 4 By: Name: Its: John Rai President of Malls — Chief Administrative Officer SOUTHDALE REDEVELOPMENT, LLC a Delaware lintel liability company NOTARY PUBLIC)Tob.,Ahex S, eCilv&`, 0..ourA3 & gos\donce Johnson Cangun'w5Stcr-N &ores 65135/3.0e.IS" STATE OF INDIANA )ss. COUNTY OF MARION ) The foregoing instrument was acknowledged before me this ;re' day of rebrOCt f , 2018, by -,.150k rx litut k the A I of Southdale Redevelopment, LLC, a Delaware limited liability company, who is presently known to me and who executed the foregoing instrument on behalf of said limited liability company. DRAFTED BY: Brandon t.. Ayscue Simon Property Group 225 W. Washington Street Indianapolis, IN 46204 168076v3 5 1 CONSENT AND SUBORDINATION The undersigned WELLS FARGO BANK, NATIONAL ASSOCIATION, AS TRUSTEE FOR MORGAN STANLEY BANK OF AMERICA MERRILL LYNCH TRUST 2013- Cio, COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES SERIES zoi3-Cio, AND ON BEHALF OF THE HOLDERS OF ANY RELATED B NOTE OR SERVICED COMPANION LOAN ("Lender"), holder of that certain Amended and Restated Mortgage, Assignment of Leases and Rents, Security Agreement & Fixture Filing ("Mortgage") dated March 14, 2013, made by SOUTHDALE CENTER, LLC, a Delaware limited liability company ("Grantor"), recorded March 19, 2013, as Instrument No. T _65053969 in the records of the Registrar of Titles, Hennepin County, Minnesota (the "Public Records") hereby consents to the recording of the attached Agreement and agrees that its rights in the property affected by the Declaration must be subordinated thereto. Except as expressly subordinated hereby, the Mortgage and the liens evidenced and created thereby shall remain in full force and effect. IN WITNESS WHEREOF, the undersigned has executed this Lender's Subordination Agreement this 8 day of )j, rd. , 2018. WELLS FARGO BANK, NATIONAL ASSOCIATION, AS TRUSTEE FOR MORGAN STANLEY BANK OF AMERICA MERRILL LYNCH TRUST zo13-C1o, COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2013- C1o, AND ON BEHALF OF THE HOLDERS OF ANY RELATED B NOTE OR SERVICED COMPANION LOAN By: Midland Loan Services, a division of PNC Bank, National Association Its Attorney-in-Fact By: Name: Greg y L. McFarland Title: Seni r Vice President 168076v3 6 NOTARY PUBLIC -81ato of Karma CAROLYN BRA D My Appt. Empires a STATE OF KANSAS ) ss. COUNTY OF JOHNSON ) This instrument was acknowledged before me on /le n g , 2018, by Gregory L. McFarland, as Senior Vice President of Midland Loan Services, a division of PNC Bank, National Association, the Master Servicer and Attorney-in-Fact for WELLS FARGO BANK, NATIONAL ASSOCIATION, AS TRUSTEE FOR MORGAN STANLEY BANK OF AMERICA MERRILL LYNCH TRUST 2.m3-Cm, COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2m3-Cio, AND ON BEHALF OF THE HOLDERS OF ANY RELATED B NOTE OR SERVICED COMPANION LOAN. elfi Print Name• ray V 0 kt S. tr-f4v1.3,4‘,1 Notary Public in and for saki' County and State My Appointment Expires: I oi I 68076v3 7 EXHIBIT "A" Real property within the City of Edina, Hennepin County, Minnesota, platted and legally described as: Tract A, Registered Land Survey 1849 168076v3 8 EXHIBIT "B" Real property within the City of Edina, Hennepin County, Minnesota, platted and legally described as: Tract A, Registered Land Survey 1284 168076v3 9 EXHIBIT "C" [See Attached] 168076v3 10 'V 19 1181H>GI 111111111 t Kinnley>>>Horn I\i`A\\\\\.;\\\ ,p//07 /nuti,