Common use of TIF Note Clause in Contracts

TIF Note. (1) The TIF Note will be originally issued to the Developer, as provided in Section 3.2(2), in a principal amount equal to the lesser of (i) $4,183,506; or (ii) the amount of Public Development Costs actually incurred and shall be dated as of its date of issuance. The principal of the TIF Note shall be payable on a pay-as-you-go basis solely from the Pledged Tax Increments as provided below. (2) The TIF Note shall be issued, in substantially the form attached hereto as Exhibit C only when: (A) the Developer shall have submitted written proof and other documentation as may be reasonably satisfactory to the City of the exact nature and amount of the Public Development Costs incurred by the Developer, together with such other information or documentation as may be reasonably necessary and satisfactory to the City to enable the City to substantiate the Developer’s tax increment expenditures for Public Development Costs and/or to comply with its increment reporting obligations to the Commissioner of Revenue, the Office of the State Auditor or other applicable official; (B) the Developer shall have obtained a certificate of occupancy from the City for the Project and a Certificate of Completion as provided in this Agreement; (C) the Developer shall have paid all of the Administrative Costs required to have been paid as of such date in accordance with Section 3.7 hereof; (D) the Developer is in material compliance with each term or provision of this Agreement required to have been satisfied as of such date; (E) the Developer shall have submitted its Total Project Costs in order for the City to complete the lookback set forth in Section 3.9(8) and adjust the amount of the City Financial Assistance, if necessary; and (F) the Developer has signed an Acknowledgement Regarding TIF Note in substantially the form attached to the TIF Note. The documentation provided in accordance with Section 3.2(2)(A) shall include specific invoices for the particular work from the contractor or other provider and shall include paid invoices, copies of remittances and/or other suitable documentary proofs of the Developer’s payment thereof. (3) The TIF Note shall not bear interest. Principal on the TIF Note will be payable on each TIF Payment Date; however, the sole source of funds required to be used for payment of the City’s obligations under this Section and correspondingly under the TIF Note shall be the Pledged Tax Increments received in the 6-month period preceding each TIF Payment Date. On each TIF Payment Date the Pledged Tax Increment shall be applied to reduce the principal. All Tax Increments in excess of the Pledged Tax Increments necessary to pay the principal on the TIF Note are not subject to this Agreement, and the City retains full discretion as to any authorized application thereof. To the extent that the Pledged Tax Increments are insufficient to pay all amounts otherwise due on the TIF Note on the Final TIF Payment Date, said unpaid amounts shall then cease to be any debt or obligation of the City under the TIF Note. The Parties anticipate that there will be insufficient Pledged Tax Increment to pay the TIF Note in full and that any unpaid amount will be paid through the issuance of the Tax Abatement Note to the extent such funds are available. (4) The TIF Note shall be a special and limited obligation of the City and not a general obligation of the City, and only Pledged Tax Increments shall be used to pay the principal of the TIF Note. (5) The Developer further acknowledges that estimates of Tax Increments and Pledged Tax Increments prepared by the City or its financial advisors in connection with the TIF District or this Agreement are for the benefit of the City, and are not intended as representations on which the Developer may rely. The Developer further acknowledges that if development of the Project is delayed or not completed, the effect of such delay or failure to complete may be to reduce the amount of the Tax Increment available to pay the TIF Note. (6) The City’s obligation to make payments on the TIF Note on any TIF Payment Date or any date thereafter shall be conditioned upon the requirement (A) there shall not at that time be a material Event of Default that has occurred and is continuing under this Agreement that has not been cured during the applicable cure period, (B) this Agreement shall not have been terminated pursuant to Section 5.2, and (C) all conditions set forth in Section 3.2(2) have been satisfied as of such date. (7) The TIF Note shall be governed by and payable pursuant to the additional terms thereof, as actually executed, in substantially the form set forth in Exhibit C attached hereto. In the event of any conflict between the terms of the TIF Note and the terms of this Section 3.2, the terms of the TIF Note shall govern. The issuance of the TIF Note is pursuant and subject to the terms of this Agreement. (8) In accordance with Section 469.1763, Subdivision 3 of the TIF Act, conditions for delivery of the TIF Note must be met within 5 years after the date of certification of the TIF District by the County. If the conditions are not satisfied by such date, the City has no further obligations under this Section 3.2.

TIF Note. (1) The TIF Note will be originally issued to the Developer, as provided in Section 3.2(2), in a principal amount equal to the lesser of (i) $4,183,506; or (ii) the amount of Public Development Costs actually incurred Reimbursement Amount and shall be dated as of its date of issuance. The principal of the TIF Note and interest thereon shall be payable on a pay-as-you-you- go basis solely from the Pledged Tax Increments as provided below. (2) The TIF Note shall be issued, in substantially the form attached hereto as Exhibit C D and interest will commence to accrue on the TIF Note only when: (A) the Developer shall have submitted written proof and other documentation as may be reasonably satisfactory to the City of the exact nature and amount of the Public Development Costs incurred by the Developer, together with such other information or documentation as may be reasonably necessary and satisfactory to the City to enable the City to substantiate the Developer’s tax increment expenditures for Public Development Costs per Exhibit C and/or to comply with its tax increment reporting obligations to the Commissioner of Revenue, the Office of the State Auditor or other applicable official; (B) the City shall have received evidence that the Declaration has been recorded against the Development Property; (C) the Developer shall have obtained from the City a certificate of occupancy from for all residential units in the City for the Project and a Certificate of Completion as provided in this AgreementProject; (CD) the Developer shall have paid all of the City’s Administrative Costs required to have been paid as of such date in accordance with Section 3.7 3.4 hereof; and (DE) the Developer is in material compliance with each term or provision of this Agreement required to have been satisfied as of such date; (E) the Developer shall have submitted its Total Project Costs in order for the City to complete the lookback set forth in Section 3.9(8) and adjust the amount of the City Financial Assistance, if necessary; and (F) the Developer has signed an Acknowledgement Regarding TIF Note in substantially the form attached to the TIF Note. The documentation provided in accordance with Section 3.2(2)(A) shall include specific invoices for the particular work from the contractor or other provider and shall include paid invoices, copies of remittances and/or other suitable documentary proofs of the Developer’s payment thereof. (3) The Subject to the provisions thereof, the TIF Note shall not bear interestsimple, non-compounding interest at the rate equal to the lesser of 5.00% per annum or the rate per annum on the Developer’s construction financing for the Project. Interest shall be computed on the basis of a 360 day year consisting of twelve 30-day months. Principal and interest on the TIF Note will be payable on each TIF Payment Date; however, the sole source of funds required to be used for payment of the City’s obligations under this Section and correspondingly under the TIF Note shall be the Pledged Tax Increments received in the 6-month period preceding each TIF Payment Date. The principal amount of TIF Note shall be the Reimbursement Amount. On each TIF Payment Date the Pledged Tax Increment shall be credited against the accrued interest then due on the TIF Note and then applied to reduce the principal. In the event the Pledged Tax Increments are not sufficient to pay the accrued interest, the unpaid accrued interest shall be carried forward without interest. All Tax Increments in excess of the Pledged Tax Increments necessary to pay the principal and accrued interest on the TIF Note are not subject to this Agreement, and the City retains full discretion as to any authorized application thereof. To the extent that the Pledged Tax Increments are insufficient through the Final Payment Date, to pay all amounts otherwise due on the TIF Note on the Final TIF Payment DateNote, said unpaid amounts shall then cease to be any debt or obligation of the City under the TIF Note. The Parties anticipate that there will be insufficient Pledged Tax Increment to pay the TIF Note in full and that any unpaid amount will be paid through the issuance of the Tax Abatement Note to the extent such funds are availablewhatsoever. (4) No interest will accrue during any period in which payments have been suspended pursuant to Section 4.2. Any interest accruing on Pledged Tax Increments held by the City pending payment to the Developer on the TIF Note shall accrue to the account of the TIF District. (5) The TIF Note shall be a special and limited obligation of the City and not a general obligation of the City or the City, and only Pledged Tax Increments shall be used to pay the principal of the TIF Note. (5) The Developer further acknowledges that estimates of Tax Increments and Pledged Tax Increments prepared by the City or its financial advisors in connection with the TIF District or this Agreement are for the benefit of the City, and are not intended as representations interest on which the Developer may rely. The Developer further acknowledges that if development of the Project is delayed or not completed, the effect of such delay or failure to complete may be to reduce the amount of the Tax Increment available to pay the TIF Note. (6) The City’s obligation to make payments on the TIF Note on any TIF Payment Date or any date thereafter shall be conditioned upon the requirement that (A) there shall not at that time be a material an Event of Default that has occurred and is continuing under this Agreement that has not been cured during the applicable cure period, and (B) this Agreement shall not have been terminated pursuant to Section 5.24.2, and (C) all conditions set forth in Section 3.2(2) have been satisfied as of such date; and the principal amount of the TIF Note shall be subject to adjustment as set forth in Section 5.3(5). (7) The TIF Note shall be governed by and payable pursuant to the additional terms thereof, as actually executed, in substantially the form set forth in Exhibit C attached hereto. D. In the event of any conflict between the terms of the TIF Note and the terms of this Section 3.2, the terms of the TIF Note shall govern. The issuance of the TIF Note is pursuant and subject to the terms of this Agreement. (8) In accordance The Developer must execute and deliver the Assessment Agreement all as further provided in Section 3.5 and must file such Assessment Agreement with Section 469.1763, Subdivision 3 the ▇▇▇▇▇▇ County Recorder and Registrar of Titles at the TIF Act, conditions for delivery of the TIF Note must be met within 5 years after the date of certification of the TIF District by the County. If the conditions are not satisfied by such date, the City has no further obligations under this Section 3.2.Developer’s sole cost

TIF Note. (1) The TIF Note will be originally issued to the Developer, as provided in Section 3.2(2), in a principal amount equal to the lesser of (i) $4,183,506; or (ii) the amount of Public Development Costs actually incurred Reimbursement Amount and shall be dated as of its date of issuance. The principal of the TIF Note and interest thereon shall be payable on a pay-as-as- you-go basis solely from the Pledged Tax Increments as provided below. (2) The TIF Note shall be issued, in substantially the form attached hereto as Exhibit C D and interest will commence to accrue on the TIF Note only when: (A) the Developer shall have submitted written proof and other documentation as may be reasonably satisfactory to the City EDA of the exact nature and amount of the Public Development Costs incurred by the Developer, together with such other information or documentation as may be reasonably necessary and satisfactory to the City EDA to enable the City EDA to substantiate the Developer’s tax increment expenditures for Public Development Costs per Exhibit C and/or to comply with its tax increment reporting obligations to the Commissioner of Revenue, the Office of the State Auditor or other applicable official; (B) the EDA shall have received evidence that the Declaration has been recorded against the Development Property; (C) the Developer shall have obtained from the City a certificate of occupancy from for all residential units in the City for the Project and a Certificate of Completion as provided in this AgreementProject; (CD) the Developer shall have paid all of the EDA’s Administrative Costs required to have been paid as of such date in accordance with Section 3.7 3.4 hereof; and (DE) the Developer is in material compliance with each term or provision of this Agreement required to have been satisfied as of such date; (E) the Developer shall have submitted its Total Project Costs in order for the City to complete the lookback set forth in Section 3.9(8) and adjust the amount of the City Financial Assistance, if necessary; and (F) the Developer has signed an Acknowledgement Regarding TIF Note in substantially the form attached to the TIF Note. The documentation provided in accordance with Section 3.2(2)(A) shall include specific invoices for the particular work from the contractor or other provider and shall include paid invoices, copies of remittances and/or other suitable documentary proofs of the Developer’s payment thereof. (3) The Subject to the provisions thereof, the TIF Note shall not bear interestsimple, non- compounding interest at the rate equal to the lesser of 4.50% per annum or the rate per annum on the construction financing for the Project. Interest shall be computed on the basis of a 360 day year consisting of twelve 30-day months. Principal and interest on the TIF Note will be payable on each TIF Payment Date; however, the sole source of funds required to be used for payment of the CityEDA’s obligations under this Section and correspondingly under the TIF Note shall be the Pledged Tax Increments received in the 6-month period preceding each TIF Payment Date. The principal amount of TIF Note shall be the Reimbursement Amount. On each TIF Payment Date the Pledged Tax Increment shall be credited against the accrued interest then due on the TIF Note and then applied to reduce the principal. In the event the Pledged Tax Increments are not sufficient to pay the accrued interest, the unpaid accrued interest shall be carried forward without interest. All Tax Increments in excess of the Pledged Tax Increments necessary to pay the principal and accrued interest on the TIF Note are not subject to this Agreement, and the City EDA retains full discretion as to any authorized application thereof. To the extent that the Pledged Tax Increments are insufficient through the Final Payment Date, to pay all amounts otherwise due on the TIF Note on the Final TIF Payment DateNote, said unpaid amounts shall then cease to be any debt or obligation of the City under the TIF NoteEDA whatsoever. The Parties anticipate that there No interest will be insufficient Pledged Tax Increment accrue during any period in which payments have been suspended pursuant to pay the TIF Note in full and that any unpaid amount will be paid through the issuance of the Tax Abatement Note to the extent such funds are availableSection 4.2. (4) Any interest accruing on Pledged Tax Increments held by the EDA pending payment to the Developer on the TIF Note shall accrue to the account of the TIF District. (5) The TIF Note shall be a special and limited obligation of the City EDA and not a general obligation of the CityCity or the EDA, and only Pledged Tax Increments shall be used to pay the principal of the TIF Note. (5) The Developer further acknowledges that estimates of Tax Increments and Pledged Tax Increments prepared by the City or its financial advisors in connection with the TIF District or this Agreement are for the benefit of the City, and are not intended as representations interest on which the Developer may rely. The Developer further acknowledges that if development of the Project is delayed or not completed, the effect of such delay or failure to complete may be to reduce the amount of the Tax Increment available to pay the TIF Note. (6) The CityEDA’s obligation to make payments on the TIF Note on any TIF Payment Date or any date thereafter shall be conditioned upon the requirement that (A) there shall not at that time be a material an Event of Default that has occurred and is continuing under this Agreement that has not been cured during the applicable cure period, and (B) this Agreement shall not have been terminated pursuant to Section 5.24.2, and (C) all conditions set forth in Section 3.2(2) have been satisfied as of such date. (7) The TIF Note shall be governed by and payable pursuant to the additional terms thereof, as actually executed, in substantially the form set forth in Exhibit C attached hereto. D. In the event of any conflict between the terms of the TIF Note and the terms of this Section 3.2, the terms of the TIF Note shall govern. The issuance of the TIF Note is pursuant and subject to the terms of this Agreement. (8) In accordance The Developer must execute and deliver the Assessment Agreement all as further provided in Section 3.5 and must file such Assessment Agreement with Section 469.1763, Subdivision 3 the Dakota County Recorder and Registrar of Titles at the TIF Act, conditions for delivery of the TIF Note must be met within 5 years after the date of certification of the TIF District by the County. If the conditions are not satisfied by such date, the City has no further obligations under this Section 3.2.Developer’s sole cost

TIF Note. (1) The TIF Note will be originally issued to the Developer, as provided in Section 3.2(2), in a principal amount equal to the lesser of (i) $4,183,506; or (ii) the amount of Public Development Costs actually incurred and shall be dated as of its date of issuanceissuance and will be originally issued to the Developer in an aggregate principal amount equal to the Reimbursement Amount. The principal of the TIF Note shall be payable on a pay-as-you-go basis solely from the Pledged Tax Increments as provided below. (2) The TIF Note shall be issued, issued in substantially the form attached hereto as Exhibit C D and only when: (A) the Developer shall have submitted written proof and other documentation as may be reasonably satisfactory to the City Authority of the exact nature and amount of the Public Development Costs incurred by the Developer, together with such other information or documentation as may be reasonably necessary and satisfactory to the City Authority to enable the City Authority to substantiate the Developer’s tax increment expenditures for Public Development Costs per Exhibit C and/or to comply with its tax increment reporting obligations to the Commissioner of Revenue, the Office of the State Auditor or other applicable official; (B) the Developer shall have obtained a certificate of occupancy from the City for the Project and a Certificate of Completion as provided in this Agreement; (C) the Developer shall have paid all of the Administrative Costs required to have been paid as of such date in accordance with Section 3.7 hereof; (D) the Developer is in material compliance with each term or provision of this Agreement required to have been satisfied as of such date; (E) the Developer shall have submitted its Total Project Costs in order for the City to complete the lookback set forth in Section 3.9(8) and adjust the amount of the City Financial Assistance, if necessary; and (F) the Developer has signed an Acknowledgement Regarding TIF Note in substantially the form attached to the TIF Note. The documentation provided in accordance with Section 3.2(2)(A) shall include specific invoices for the particular work from the contractor or other provider and shall include paid invoices, copies of remittances and/or other suitable documentary proofs of the Developer’s payment thereof; (B) the Developer shall have obtained from the City a certificate of occupancy for all residential units in the Project and a Certificate of Completion as provided in this Agreement; (C) the Developer shall have paid all of the Authority’s Administrative Costs required to have been paid as of such date in accordance with Section 3.4 hereof; (D) the Developer has submitted a signed Acknowledgement Regarding the TIF Note as set forth in Exhibit 2 attached to the form of the TIF Note attached hereto as Exhibit D; and (E) the Developer is in material compliance with each term or provision of this Agreement required to have been satisfied as of such date. (3) The No interest will accrue on the TIF Note shall not bear interestNote. Principal on the TIF Note will be payable on each TIF Payment Date; however, the sole source of funds required to be used for payment of the CityAuthority’s obligations under this Section and correspondingly under the TIF Note shall be the Pledged Tax Increments received in the 6-month period preceding each TIF Payment Date. The principal amount of TIF Note shall be the Reimbursement Amount. On each TIF Payment Date the Pledged Tax Increment shall be applied to reduce the principal. All Tax Increments in excess of the Pledged Tax Increments necessary to pay the principal on the TIF Note are not subject to this Agreement, and the City Authority retains full discretion as to any authorized application thereof. To the extent that the Pledged Tax Increments are insufficient through the Final Payment Date, to pay all amounts otherwise due on the TIF Note on the Final TIF Payment DateNote, said unpaid amounts shall then cease to be any debt or obligation of the City under the TIF Note. The Parties anticipate that there will be insufficient Pledged Tax Increment to pay the TIF Note in full and that any unpaid amount will be paid through the issuance of the Tax Abatement Note to the extent such funds are availableAuthority whatsoever. (4) The TIF Note shall be a special and limited obligation of the City Authority and not a general obligation of the CityCity or the Authority, and only Pledged Tax Increments shall be used to pay the principal of the TIF Note. (5) The Developer further acknowledges that estimates of Tax Increments and Pledged Tax Increments prepared by the City or its financial advisors in connection with the TIF District or this Agreement are for the benefit of the City, and are not intended as representations on which the Developer may rely. The Developer further acknowledges that if development of the Project is delayed or not completed, the effect of such delay or failure to complete may be to reduce the amount of the Tax Increment available to pay the TIF Note. (6) The CityAuthority’s obligation to make payments on the TIF Note on any TIF Payment Date or any date thereafter shall be conditioned upon the requirement that (A) there shall not at that time be a material an Event of Default that has occurred and is continuing under this Agreement that has not been cured during the applicable cure period, and (B) this Agreement shall not have been terminated pursuant to Section 5.24.2, and (C) all conditions set forth in Section 3.2(2) have been satisfied as of such date. (76) The TIF Note shall be governed by and payable pursuant to the additional terms thereof, as actually executed, in substantially the form set forth in Exhibit C attached hereto. D. In the event of any conflict between the terms of the TIF Note and the terms of this Section 3.2, the terms of the TIF Note shall govern. The issuance of the TIF Note is pursuant and subject to the terms of this Agreement. (8) In accordance with Section 469.1763, Subdivision 3 of the TIF Act, conditions for delivery of the TIF Note must be met within 5 years after the date of certification of the TIF District by the County. If the conditions are not satisfied by such date, the City has no further obligations under this Section 3.2.

TIF Note. (1) The TIF Note will be originally issued to the Developer, as provided in Section 3.2(2), in a principal amount equal not to exceed the lesser of (i) up to $4,183,506; 2,320,000 of the Reimbursement Amount not reimbursed with Pooled TIF or (ii) the amount of Public Development Costs actually incurred determined pursuant to Section 3.2(9), and shall be dated as of its date of issuance. The principal of the TIF Note and interest thereon shall be payable on a pay-as-you-go basis solely from the Pledged Tax Increments as provided below. (2) The TIF Note shall be issued, in substantially the form attached hereto as Exhibit C E and interest will commence to accrue on the TIF Note only when: (A) the Developer shall have submitted written proof and other documentation as may be reasonably satisfactory to the City EDA of the exact nature and amount of the Public Development Costs incurred by the Developer, together with such other information or documentation as may be reasonably necessary and satisfactory to the City EDA to enable the City EDA to substantiate the Developer’s tax increment expenditures for Public Development Costs in accordance with Exhibit C attached hereto and/or to comply with its increment reporting obligations to the Commissioner of Revenue, the Office of the State Auditor or other applicable official; (B) the EDA shall have received evidence that the Declaration has been recorded against the Development Property; (C) the Developer shall have obtained a certificate of occupancy from the City for all residential units in the Project and a Certificate of Completion as provided in this Agreement; (CD) the Developer shall have paid all of the EDA’s Administrative Costs required to have been paid as of such date in accordance with Section 3.7 3.6 hereof; and (DE) the Developer is in material compliance with each term or provision of this Agreement this Agreement required to have been satisfied as of such date; (E) the Developer shall have submitted its Total Project Costs in order for the City to complete the lookback set forth in Section 3.9(8) and adjust the amount of the City Financial Assistance, if necessary; date and (F) the Developer has signed an Acknowledgement Regarding TIF Note submitted the final sources and uses for the Project in substantially accordance with Section 3.2(9) and the form attached EDA shall have determined any adjustment to the TIF NoteReimbursement Amount pursuant to Section 3.2(9). The documentation provided in accordance with Section 3.2(2)(A) shall include specific invoices for the particular work from the contractor or other provider and shall include paid invoices, copies of remittances and/or other suitable documentary proofs of the Developer’s payment thereof. (3) The Subject to the provisions thereof, the TIF Note shall not bear interestsimple, non-compounding interest at the rate equal to the lesser of 4.00% per annum or the actual rate per annum on the Developer’s permanent first mortgage financing for the Project. Interest shall be computed on the basis of a 360-day year consisting of twelve 30-day months. Principal and interest on the TIF Note will be payable on each TIF Payment Date; however, the sole source of funds required to be used for payment of the CityEDA’s obligations under this Section and correspondingly under the TIF Note shall be the Pledged Tax Increments received in the 6-month period preceding each TIF Payment Date. On each TIF Payment Date the Pledged Tax Increment shall be credited against the accrued interest then due on the TIF Note and then applied to reduce the principal. In the event the Pledged Tax Increments are not sufficient to pay the accrued interest, the unpaid accrued interest shall be carried forward without interest. All Tax Increments in excess of the Pledged Tax Increments necessary to pay the principal and accrued interest on the TIF Note are not subject to this Agreement, and the City EDA retains full discretion as to any authorized application thereof. To the extent that the Pledged Tax Increments are insufficient through the Final Payment Date, to pay all amounts otherwise due on the TIF Note on the Final TIF Payment DateNote, said unpaid amounts shall then cease to be any debt or obligation of the City under or the TIF NoteEDA whatsoever. The Parties anticipate that there No interest will be insufficient Pledged Tax Increment accrue during any period in which payments have been suspended pursuant to pay the TIF Note in full and that any unpaid amount will be paid through the issuance of the Tax Abatement Note to the extent such funds are availableSection 4.2. (4) Any interest accruing on Pledged Tax Increments held by the EDA pending payment to the Developer on the TIF Note shall accrue to the account of the TIF District. (5) The TIF Note shall be a special and limited obligation of the City EDA and not a general obligation of the CityCity or the EDA, and only Pledged Tax Increments shall be used to pay the principal of the TIF Note. (5) The Developer further acknowledges that estimates of Tax Increments and Pledged Tax Increments prepared by the City or its financial advisors in connection with the TIF District or this Agreement are for the benefit of the City, and are not intended as representations interest on which the Developer may rely. The Developer further acknowledges that if development of the Project is delayed or not completed, the effect of such delay or failure to complete may be to reduce the amount of the Tax Increment available to pay the TIF Note. (6) The CityEDA’s obligation to make payments on the TIF Note on any TIF Payment Date or any date thereafter is subject to adjustment as set forth in Sections 3.7 and 3.17 and shall be conditioned upon the requirement that (A) there shall not at that time be a material an Event of Default that has occurred and is continuing under this Agreement that has not been cured during the applicable cure period, (B) this Agreement shall not have been terminated pursuant to Section 5.24.2, and (C) all conditions set forth in Section 3.2(2) have been satisfied as of such date. (7) The TIF Note shall be governed by and payable pursuant to the additional terms thereof, as actually executed, in substantially the form set forth in Exhibit C E attached hereto. In the event of any conflict between the terms of the TIF Note and the terms of this Section 3.2, the terms of the TIF Note shall govern. The issuance of the TIF Note is pursuant and subject to the terms of this Agreement. (8) In accordance The Developer must execute and deliver the Assessment Agreement all as further provided in Section 3.8 and must file such Assessment Agreement with the Hennepin County Recorder and Registrar of Titles at the Developer’s sole cost. (9) The financial assistance to the Developer under this Agreement is based on certain assumptions regarding likely costs and expenses associated with constructing the Project. The EDA and Developer agree that the Developer’s representations of the Total Development Costs will be reviewed at the time of completion of construction of the Project. Upon submitting the request for the Certificate of Completion under Section 469.17633.12, Subdivision 3 the Developer shall submit the final sources and uses for the Project in the form set forth in Exhibit D based on actual Total Development Costs as incurred and documented. If the actual Total Development Costs at completion have decreased below the amount shown in Exhibit D, the Reimbursement Amount will be reduced by the same percentage as the decrease in the Total Development Costs and such reduction will be reflected in a reduced principal amount of the TIF Act, conditions for delivery of the TIF Note must be met within 5 years after the date of certification of the TIF District by the County. If the conditions are not satisfied by such date, the City has no further obligations under this Section 3.2Note.

TIF Note. (1) The TIF Note will be originally issued to the Developer, as provided in Section 3.2(2), Developer in a principal amount equal to the lesser of (i) $4,183,506; or (ii) the amount of Public Development Costs actually incurred Reimbursement Amount and shall be dated as of its date of issuance. The principal of the TIF Note and interest thereon shall be payable on a pay-as-you-go basis solely from the Pledged Tax Increments as provided below. (2) The TIF Note shall be issued, in substantially the form attached hereto as Exhibit C only when: (A) D, when the Developer shall have submitted written proof and other documentation as may be reasonably satisfactory to the City of the exact nature and amount of the Public Development Redevelopment Costs incurred by the Developer, together with such other information or documentation as may be reasonably necessary and satisfactory to the City together with such other information or documentation necessary to enable the City to substantiate the Developer’s its tax increment expenditures for Public Development Costs and/or to comply with its tax increment reporting obligations to the Commissioner of Revenue, the Office of the State Auditor or other applicable official; (B) the Developer shall have obtained a certificate of occupancy from the City for the Project and a Certificate of Completion as provided in this Agreement; (C) the Developer shall have paid all of the Administrative Costs required to have been paid as of such date in accordance with Section 3.7 hereof; (D) the Developer is in material compliance with each term or provision of this Agreement required to have been satisfied as of such date; (E) the Developer shall have submitted its Total Project Costs in order for the City to complete the lookback set forth in Section 3.9(8) and adjust the amount of the City Financial Assistance, if necessary; and (F) the Developer has signed an Acknowledgement Regarding TIF Note in substantially the form attached to the TIF Note. The documentation provided in accordance with Section 3.2(2)(A) shall include specific invoices for the particular work from the contractor or other provider and shall include paid invoices, copies of remittances and/or other suitable documentary proofs of the Developer’s payment thereof. (3) The Notwithstanding the foregoing clause (2), the principal amount of the TIF Note shall not be deemed advanced and interest will not commence to accrue on the TIF Note unless the following conditions have been satisfied: (a) The City has issued a certificate of occupancy and a Certificate of Completion for the Project; (b) The Developer has paid all of the City’s Administrative Costs in accordance with Section 3.3 hereof; and (c) The Developer shall be in material compliance with all the terms and provisions of this Agreement, the PUD and the Development Agreement. (4) Subject to the provisions thereof, the TIF Note shall bear interestsimple, non- compounding interest at the rate of 4.50% per annum. Interest shall be computed on the basis of a 360 day year consisting of twelve 30-day months. Principal and interest on the TIF Note will be payable on each TIF Payment Date; however, the sole source of funds required to be used for payment of the City’s obligations under this Section and correspondingly under the TIF Note shall be the Pledged Tax Increments received in the 6-month period preceding each TIF Payment Date. The principal amount of TIF Note shall be the Reimbursement Amount. On each TIF Payment Date the Pledged Tax Increment shall be credited against the accrued interest then due on the TIF Note and then applied to reduce the principal. In the event the Pledged Tax Increments are not sufficient to pay the accrued interest, the unpaid accrued interest shall be carried forward without interest. All Tax Increments in excess of the Pledged Tax Increments necessary to pay the principal and accrued interest on the TIF Note are not subject to this Agreement, and the City retains full discretion as to any authorized application thereof. To the extent that the Pledged Tax Increments are insufficient through the final Payment Date, to pay all amounts otherwise due on the TIF Note on the Final TIF Payment DateNote, said unpaid amounts shall then cease to be any debt or obligation of the City under the TIF Note. The Parties anticipate that there will be insufficient Pledged Tax Increment to pay the TIF Note in full and that any unpaid amount will be paid through the issuance of the Tax Abatement Note to the extent such funds are availablewhatsoever. (45) Any interest accruing on Pledged Tax Increments held by the City pending payment to the Developer shall accrue to the benefit of the City. (6) The TIF Note shall be a special and limited obligation of the City and not a general obligation of the City, and only Pledged Tax Increments shall be used to pay the principal of and interest on the TIF Note. (5) The Developer further acknowledges that estimates of Tax Increments and Pledged Tax Increments prepared by the City or its financial advisors in connection with the TIF District or this Agreement are for the benefit of the City, and are not intended as representations on which the Developer may rely. The Developer further acknowledges that if development of the Project is delayed or not completed, the effect of such delay or failure to complete may be to reduce the amount of the Tax Increment available to pay the TIF Note. (67) The City’s obligation to make payments on the TIF Note on any TIF Note Payment Date or any date thereafter shall be conditioned upon the requirement that (A) there shall not at that time be a material an Event of Default that has occurred and is continuing under this Agreement that has not been cured during the applicable cure period, and (B) this Agreement shall not have been terminated pursuant to Section 5.2, and (C) all conditions set forth in Section 3.2(2) have a certificate of occupancy has been satisfied as of such dateissued for the Project. (7) 8) The TIF Note shall be governed by and payable pursuant to the additional terms thereof, as actually executed, in substantially the form set forth in Exhibit C attached hereto. D. In the event of any conflict between the terms of the TIF Note and the terms of this Section 3.2, the terms of the TIF Note shall govern. The issuance of the TIF Note is pursuant and subject to the terms of this Agreement. (8) In accordance with Section 469.1763, Subdivision 3 of the TIF Act, conditions for delivery of the TIF Note must be met within 5 years after the date of certification of the TIF District by the County. If the conditions are not satisfied by such date, the City has no further obligations under this Section 3.2.