Common use of CERTIFICATION OF REGISTRATION Clause in Contracts

CERTIFICATION OF REGISTRATION. It is hereby certified that the foregoing Note, as originally issued on , 201 , was on said date registered in the name of ▇▇▇▇▇▇ Parkway Crossing, LLC and that, at the request of the Registered Owner of this Note, the undersigned has this day registered the Note in the name of such Registered Owner, as indicated in the registration blank below, on the books kept by the undersigned for such purposes. Name and Address of Date of Signature of ▇▇▇▇▇▇ Parkway Crossing, LLC , 201 Pursuant to Section 3.5 of this Agreement, the City shall reimburse the Developer an amount not to exceed $206,180.58 for items listed on this Ledger. Description of Activity Date Amount Signature of Representative of the City Property Assessments $206,180.58 The City of Mankato, Minnesota (the “City”), hereby acknowledges itself to be indebted and, for value received, hereby promises to pay the amounts hereinafter described (the “Payment Amounts”) to ▇▇▇▇▇▇ Parkway Crossing, LLC (the “Developer”) or its registered assigns (the “Registered Owner”), but only in the manner, at the times, from the sources of revenue, and to the extent hereinafter provided. The principal amount of this Note shall be the lesser of (1) $211,571 or (2) the amount entered on the Ledger which is attached to and made a part of this Note, as reduced to the extent that such principal installments shall have been paid in whole or in part pursuant to the terms hereof; provided that the sum of the principal amount listed above shall in no event exceed $211,571, as provided in that certain Development Agreement, dated as of , 201 , as the same may be amended from time to time (the “Development Agreement”), by and between the City, and the Developer. The unpaid principal amount hereof shall bear interest from the date of this Note at the simple, non-compounded rate of five percent (4.00%) per annum. Interest shall be computed on the basis of a 360-day year consisting of twelve (12) 30-day months. The amounts due under this Note shall be payable on July 15, 2021, and on December 15, 2021 and on each July 15 and December 15 thereafter to and including December 15, 2032, or, if any of the preceding dates should not be a Business Day (as defined in the Development Agreement) the next succeeding Business Day (the “Payment Dates”). However, in no event shall the City be obligated to make a payment to the Developer unless the Developer is in full compliance with the Development Agreement. On each Payment Date the City shall pay by check or draft mailed to the person that was the Registered Owner of this Note at the close of the last business day of the City preceding such Payment Date Tax Increment received by the City following the reimbursement to the City of Legal and Administrative Expenses as identified in the Development Agreement by and between the City and Developer dated, , 2015. All payments made by the City under this Note shall first be applied to accrued interest and the balance to principal reduction. The Payment Amounts due hereon shall be payable solely from tax increment (the “Tax Increment”) from the Development Property which are paid to the City and which the City is entitled to retain pursuant to the provisions of Minn. Stat. §§469.174 through 469.179, as the same may be amended or supplemented from time to time (the “Tax Increment Act”). This Note shall terminate and be of no further force and effect following the last Payment Date defined above, or any date upon which the City or Developer shall have terminated the Development Agreement under Article IV, or on the date that all payment amounts and interest payable hereunder shall have been paid in full, whichever occurs earliest. The City makes no representation or covenant, express or implied, that the Tax Increment will be sufficient to pay, in whole or in part, the amounts, which are or may become due and payable hereunder. The City's payment obligations hereunder shall be further conditioned on the fact that no Event of Default under the Development Agreement shall have occurred and be continuing at the time payment is otherwise due hereunder, but such unpaid amounts shall become payable, without interest accruing thereon in the meantime, if said Event of Default shall thereafter have been cured pursuant to the Development Agreement; and, further, if pursuant to the occurrence of an Event of Default under the Development Agreement the City elects to cancel and rescind the Development Agreement, the City shall have no further debt or obligation under this Note whatsoever. Reference is hereby made to all of the provisions of the Development Agreement, including without limitation Section 3.3 thereof, for a ▇▇▇▇▇▇ statement of the rights and obligations of the City to pay the payment amount of this Note, and said provisions are hereby incorporated into this Note as though set out in full herein. This Note is issued by the City in aid of financing a project pursuant to and in full conformity with the Constitution and laws of the State of Minnesota, including the Tax Increment Act. This Note may be assigned only with the consent of the City. In order to assign the Note, the assignee shall surrender the same to the City either in exchange for a new fully registered note or for transfer of this Note on the registration records for the Note maintained by the City. Each permitted assignee shall take this Note subject to the foregoing conditions and subject to all provisions stated or referenced herein. IT IS HEREBY CERTIFIED AND RECITED that all acts, conditions, and things required by the Constitution and laws of the State of Minnesota to be done, to have happened, and to be performed pursuant to and in the issuance of this Note have been done, have happened, and have been performed in regular and due form, time, and manner as required by law; and that this Note, together with all other indebtedness of the City outstanding on the date hereof and on the date of its actual issuance and delivery, does not cause the indebtedness of the City to exceed any constitutional, statutory or charter limitation thereon.

CERTIFICATION OF REGISTRATION. It is hereby certified that the foregoing Note, as originally issued on , 201 , Note was on said date registered in the name of ▇▇▇▇▇▇ Parkway CrossingBlack Bear MN, LLC LLC, and that, at the request of the Registered Owner of this Note, the undersigned has this day registered the Note in the name of such Registered Owner, as indicated in the registration blank below, on the books kept by the undersigned for such purposes. Name and Address of Date of Signature of NAME AND ADDRESS OF REGISTERED OWNER DATE OF REGISTRATION SIGNATURE OF SECRETARY Black Bear MN, LLC Attention: [ ] ▇▇▇ ▇ ▇▇▇ ▇▇▇▇▇▇ Parkway Crossing#▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, LLC , 201 Pursuant to Section 3.5 of this Agreement, ▇▇ ▇▇▇▇▇ The Economic Development Authority in and for the City shall reimburse the Developer an amount not to exceed $206,180.58 for items listed on this Ledger. Description of Activity Date Amount Signature of Representative of the City Property Assessments $206,180.58 The City of MankatoMaple Grove, Minnesota (the “City”"EDA"), hereby acknowledges itself to be indebted and, for value received, hereby promises to pay the amounts hereinafter described (the “"Payment Amounts”") to ▇▇▇▇▇▇ Parkway CrossingBlack Bear MN, LLC (the “"Developer”") or its registered assigns (the “"Registered Owner”"), but only in the manner, at the times, from the sources of revenue, and to the extent hereinafter provided. The principal amount of this Note shall be equal from time to time the lesser of (1) $211,571 or (2) the principal amount entered on the Ledger which is attached to and made a part of this Notestated above, as reduced to the extent that such principal installments shall have been paid in whole or in part pursuant to the terms hereof; provided that the sum of the principal amount listed above shall in no event exceed $211,571, 1,920,000 as provided in that certain Development Agreement, dated as of June 26, 201 2023, as the same may be amended from time to time (the “"Development Agreement”"), by and between the City, EDA and the Developer. The unpaid principal amount hereof shall bear interest from the date of this Note at the simple, simple non-compounded rate at the lesser of five percent 5.00% per annum or the interest rate on the financing that the Developer obtains for the construction of the Project (4.00%) per annumas defined in the Development Agreement). Interest shall be computed on the basis of a 360-day year consisting of twelve (12) 30-day months. The amounts due under this Note shall be payable on July 15August 1, 20212026, and on December 15, 2021 each February 1 and on each July 15 and December 15 August 1 thereafter to and including December 15February 1, 20322042, or, if any of the preceding dates first should not be a Business Day (as defined in the Development Agreement) ), the next succeeding Business Day (the “"Payment Dates”"). However, in no event shall the City be obligated to make a payment to the Developer unless the Developer is in full compliance with the Development Agreement. On each Payment Date the City EDA shall pay by check or draft mailed to the person that was the Registered Owner of this Note at the close of the last business day of the City EDA preceding such Payment Date an amount equal to [thirty percent (30%)] of the Tax Increment Increments (hereinafter defined) received by the City following EDA during the reimbursement to the City of Legal and Administrative Expenses as identified in the Development Agreement by and between the City and Developer dated, , 2015six-month period preceding such Payment Date. All payments made by the City EDA under this Note shall first be applied to accrued interest and then to principal. This Note is prepayable by the balance to principal reductionEDA, in whole or in part, on any date. The Payment Amounts due hereon shall be payable solely from Tax Increments are defined as 95% of the tax increment (the “Tax Increment”) increments from the Development Property (as defined in the Development Agreement) within the City of Maple Grove's Gravel Mining Area Tax Increment Financing District (the "Tax Increment District") within its Gravel Mining Project Area which are paid to the City EDA and which the City EDA is entitled to retain pursuant to the provisions of Minn. Stat. §§Minnesota Statutes, Sections 469.174 through 469.179469.1794, as the same may be amended or supplemented from time to time (the “"Tax Increment Act”"). This Note shall terminate and be of no further force and effect following the last Payment Date defined above, or on any date upon which the City EDA shall have terminated the Development Agreement under Section 4.2(2) thereof or the Developer shall have terminated the Development Agreement under Article IVV thereof, on the date the Tax Increment District is terminated, or on the date that all payment amounts principal and interest payable hereunder shall have been paid in full, whichever occurs earliest. The City EDA makes no representation or covenant, express expressed or implied, that the Tax Increment Increments will be sufficient to pay, in whole or in part, the amounts, amounts which are or may become due and payable hereunder. The CityEDA's payment obligations hereunder shall be further conditioned on the fact that no Event of Default under the Development Agreement shall have occurred and be continuing at the time payment is otherwise due hereunder, but such unpaid amounts shall become payable, without interest accruing thereon in the meantime, payable if said Event of Default shall thereafter have been cured pursuant to the Development Agreementcured; and, further, if pursuant to the occurrence of an Event of Default under the Development Agreement the City EDA elects to cancel and rescind the Development Agreement, the City EDA shall have no further debt or obligation under this Note whatsoever. Reference is hereby made to all of the provisions of the Development Agreement, including without limitation Section 3.3 thereof, for a ▇▇▇▇▇▇ statement of the rights and obligations of the City EDA to pay the payment amount principal of this Note, and said provisions are hereby incorporated into this Note as though set out in full herein. This Note is a special, limited revenue obligation and not a general obligation of the EDA and is payable by the EDA only from the sources and subject to the qualifications stated or referenced herein. This Note is not a general obligation of the City of Maple Grove, Minnesota (the "City") and neither the full faith and credit nor the taxing powers of the City are pledged to the payment of the principal of this Note and no property or other asset of the EDA, save and except the above-referenced Tax Increments, is or shall be a source of payment of the EDA's obligations hereunder. This Note is issued by the City EDA in aid of financing a project pursuant to and in full conformity with the Constitution and laws of the State of Minnesota, including the Tax Increment Act. This Note may be assigned only with the consent of the CityEDA which consent shall not be unreasonably withheld. In order to assign the Note, the assignee shall surrender the same to the City EDA either in exchange for a new fully registered note or for transfer of this Note on the registration records for the Note maintained by the CityEDA. Each permitted assignee shall take this Note subject to the foregoing conditions and subject to all provisions stated or referenced herein. IT IS HEREBY CERTIFIED AND RECITED that all acts, conditions, and things required by the Constitution and laws of the State of Minnesota to be done, to have happened, and to be performed pursuant precedent to and in the issuance of this Note have been done, have happened, and have been performed in regular and due form, time, and manner as required by law; and that this Note, together with all other indebtedness of the City EDA outstanding on the date hereof and on the date of its actual issuance and delivery, does not cause the indebtedness of the City EDA to exceed any constitutional, constitutional or statutory or charter limitation thereon.