8.1 SR 05-17-2021 - Laserfiche WebLink

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Exhibit 2 to Taxable TIF Note ACKNOWLEDGMENT REGARDING TIF NOTE The undersigned, ______________ a ___________ (“Note Holder”), hereby certifies and acknowledges that: A. On the date hereof the Note Holder has \[acquired from\]/\[made a loan (the “Loan”) \[to/for the benefit\] of\] Stonewood Development LLC (the “Developer”) \[secured in part by\] the Taxable Tax Increment Revenue Note (Delta Apartments Phase One Project), a pay-as-you-go tax increment revenue note (the “Note”) in the original principal amount of $___________ dated __________, 20___ \[to be\] issued by the City of Elk River, Minnesota (the “City”). B. The Note Holder has had the opportunity to ask questions of and receive from the Developer all information and documents concerning the Note as it requested, and has had access to any additional information the Note Holder thought necessary to verify the accuracy of the information received. In determining to \[acquire the Note\]/\[make the Loan\], the Note Holder has made its own determinations and has not relied on the City or information provided by the City. C. The Note Holder represents and warrants that: 1. The Note Holder is acquiring \[the Note\]/\[an interest in the Note as collateral for the Loan\] for investment and for its own account, and without any view to resale or other distribution. 2. The Note Holder has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of acquiring \[the Note\]/\[an interest in the Note as collateral for the Loan\]. 3. The Note Holder understands that the Note is a security which has not been registered under the Securities Act of 1933, as amended, or any state securities law, and must be held until its sale is registered or an exemption from registration becomes available. 4. The Note Holder is aware of the limited payment source for the Note and interest thereon and risks associated with the sufficiency of that limited payment source. 5. The Note Holder is \[a bank or other financial institution\] / \[the owner of the property from which the tax increments which are pledged to the Note are generated\]. D. The Note Holder understands that the Note is payable solely from certain tax increments derived from certain properties located in a tax increment financing district, if and as received by the City. The Note Holder acknowledges that the City has made no representation or covenant, express or implied, that the revenues pledged to pay the Note will be sufficient to pay, in whole or in part, the principal due on the Note. Any amounts which have not been paid on the Note on or before the final maturity date of the Note shall no longer be payable, as if the Note had ceased to be an obligation of the City. The Note Holder understands that the Note will never D-8 EL185-50-718703.v2