4.13 SR 07-15-2024 - Laserfiche WebLink

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A-5 EL185\61\949053.v3 Exhibit 1 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] Moyer Properties, LLC, a Minnesota limited liability company (the “Developer”) [secured in part by] the Taxable Tax Increment Revenue Note (Crown Iron Works Project), a pay-as-you-go tax increment revenue note in the original principal amount of $________ dated __________, 20__ of the City of Elk River, Minnesota (the “City”), a copy of which is attached hereto (“Note”). B. The Note Holder has had the opportunity to ask questions of and receive 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 its own account, and without any view to resale or other distribution. 2. The Note Holder is (i) the owner of the Development Property or (ii) a financial institution or an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, and as further described in Exhibit 1A hereto and has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of acquiring [and holding 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. 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 and interest due on the Note. Any amounts which have not Page 265 of 389