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HomeMy WebLinkAboutResolution - 81-163 - MIDB's for $400,000 for Anderson Lakes, Ltd. Project (Cabriole Office Building) - 08/18/1981 RESOLUTION NO. 81-163 Member Dean Edstrom introduced the following resolution and moved its adoption : RESOLUTION RELATING TO A $400 , 000 SECOND MORTGAGE COMMERCIAL DEVELOPMENT REVENUE BOND; AUTHORIZING THE ISSUANCE THEREOF PURSUANT TO MINNESOTA STATUTES , CHAPTER 474 BE IT RESOLVED by the City Council of the City of Eden Prairie , Minnesota , as follows : Section 1 . Definitions . 1 . 01 . In this Resolution the following terms have the following respective meanings unless the context hereof or use herein clearly requires otherwise : Act : the Minnesota Municipal Industrial Development Act , Minnesota Statutes , Chapter 474 , as amended ; Assignment: the Assignment of Leases to be given by the Partnership to the Lender ; i Bond : the $400 , 000 Second Mortgage Commercial Development Revenue Bond ( Anderson Lakes Associates Project) to be issued by the City pursuant to this Resolution; City the City of Eden Prairie , Minnesota, its successors and assigns; Guaranty: the Guaranty to be given by James E . Sutherlin , Inc . and Western Petroleum Company, Minnesota corporations , and James E. Sutherlin , James Emison and Leonard Jaskowiak , individuals residing in the State of Minnesota, to the Lender ; Holder : the Lender or any person to whom the Bond a�s—Seen assigned pursuant to Section 5 . 04 of this Resolution; Improvements : the 54 , 600 square foot office building and related facilities and improvements constructed on the Land by the Partnership; Land : the real estate located in the County of Hennep n, State of Minnesota , and legally described in Exhibit A to the Mortgage ; r' Lender : Naticnal City Bank of Minneapolis , Minneapolis , Minnesota , its successors and assigns; Loan Agreement: the Loan Agreement to be entered into between the ff-Tty and the Partnership; Mortgage: the Mortgage and Security Agreement and Fixture Financing Statement to be entered into between the Partnership, as mortgagor , and the Lender , as mortgagee ; Organizational Documents: the following documents , each of which shall be in form and substance acceptable to the Lender: ( i ) A copy of the Partnership Agreement of the Partnership , certified by a partner . ( ii ) An opinion or opinions of counsel reasonably acceptable to the Lender indicating that each of the documents referred to in Section 3 . 03 of this Resclution have been duly executed and delivered and are legal and binding obligations of the Partnership and the City , enforceable in accordance with their terms . Partnership: Anderson Lakes Associates , a Minnesota general partnership, its successors and assigns which may assume its obligations in accordance with the Loan Agreement ; Pledge Agreement: the Pledge Agreement to be given by the City to the Lender ; Project: the Land and the Improvements , as they may at any time exist.; Project Costs: those costs defined as Project Costs in Section 1 . 01 of the Loan Agreement ; and Resolution: this resolution of the City. Section 2 . Findings . It is hereby found and declared that : ( a ) based upon representations made to the City by representatives of the Partnership as to the nature of the Project , the real property and improvements described in the Loan Agreement and the Mortgage comprising the Project constitute a project authorized by the Act ; �d 2 ( b ) the purpose of the Project is , and the effect thereof will be , to promote the public welfare by the attraction , encouragement and development of economically sound industry and commerce so as to prevent the emergence of or to rehabilitate , so far as possible , blighted and marginal lands and areas of chronic unemployment; the retention of industry to use the available resources of the community in order to retain the benefit of its existing investment in educational and public service facilities; halting the movement of talented , educated personnel of mature age to other areas and thus preserving the economic and human resources needed as a base for providing governmental services and facilities; and more intensive development of land available in the community to provide an adequate and better balanced tax base to finance the increase in the amount and cost of governmental services ; ( c ) the Project will add to the tax base of the City , and will accordingly be of direct benefit to the taxpayers of the City as well as those of the County of Hennepin and the school district in which the City is located ; ( d ) the Project has been approved by the Commissioner of Securities of the State of Minnesota ; ( e ) the financing of a portion of the Project Costs , the issuance and sale of the Bond , the execution and delivery of the Loan Agreement and the Pledge Agreement , and the performance of all covenants and agreements of the City contained in the Bond , the Loan Agreement and the Pledge Agreement and of all other acts and things required ender the Constitution and laws of the State of Minnesota to make the Loan Agreement , the Pledge Agreement and the Bond valid and rinding obligations of the City in accordance with their terms , are authorized by the Act; ( f) it is desirable that the Bond in the amount of $ 400 , 000 be issued by the City upon the terms set forth herein , and that the City pledge its interest in the Loan Agreement and grant a security interest therein to the Lender as security for the payment of the principal of , premium, penalties , taxes and late charges , if any , and interest on the Bond and the City has not heretofore pledged , assigned or otherwise encumbered its interest in the Loan Agreement; 1 -3- ( g ) the loan payments contained in the Loan Agreement are fixed , and required to be revised from time to time as necessary , so as to produce income and revenue sufficient to provide for prompt payment of principal of , premium , penalties , taxes and late charges , if any, and interest on the Bond when due , and the Loan Agreement also provides that the Partnership is required to pay all expenses of the operation and maintenance of the Project , including , but without limitation , adequate insurance thereon and all taxes and special assessments levied upon or with respect to the Land and payable during the term of the Loan Agreement; ( h) under the provisions of Minnesota Statutes , Section 474 . 10 , the Bond is not to be payable from nor charged upon any funds of the City other than the revenue pledged to the payment thereof ; the City is not subject to any liability thereon; no Holder of the Bond shall ever have the right to compel any exercise of the taxing power of the City to pay the Bond or the interest thereon. , nor to enforce payment thereof against any property of the City other than those rights and interests of the City under the Loan Agreement which have been pledged to the Lender by the Pledge Agreement; the Bond shall not constitute a charge , lien or encumbrance , legal or equitable , upon any property of the City other than those rights and interests of the City under the Loan Agreement which have been pledged to the Lender by the Pledge Agreement; and the Bond shall recite that the Bond, including interest thereon , is payable solely from the revenue pledged to the payment thereof and shall not constitute a debt of the City within the meaning of any constitutional or statutory limitation; ( i ) the execution and delivery of the Loan Agreement , the Pledge Agreement and the Bond will not conflict with , or constitute on the part of the City a breach of or a default under , any existing agreement, indenture , mortgage , lease or other instrument to which the City is subject or is a party or by which it is bound , provided that this finding is made solely for the purpose of estopping the City from denying the validity of the Loan Agreement , the Pledge Agreement or the Bond by reason of the existence of any facts contrary to this finding ; ( j ) no litigation is pending or , to the best knowledge of the members of this Council , threatened t -4- against the City questioning the organization or boundaries of the City or the right of any officer of the City to hold his or her office , or in any manner questioning the right and power of the City to execute and deliver the Bond , or otherwise questioning the validity of the Bond or the execution , delivery or validity of the Loan Agreement or the Pledge Agreement , or questioning the appropriation of revenues to payment of the Bond or the right of the City to loan the proceeds of the Bond to the Partnership; ( k ) all acts and things required under the C,Dnstitutio n and the laws of the State of Minnesota to make the Loan Agreement , the Pledge Agreement and the Bond the valid and binding obligations of. the City in accordance with their terms will have been done upon adoption of this Resolution and execution of the Loan Agreement , the Pledge Agreement and the Bond , provided that this finding is made solely for the purpose of estopping the City from denying the validity of the Loan Agreement , the Pledge Agreement or the Bond by reason of the existence of any facts contrary to this finding; and ( 1 ) the City is duly organized and existing under the Constitution and the laws of the State of Minnesota and is authorized to issue the Bond in accordance with the Act . Section 3 . Authorization and Sale. 3 .01 . Authorization . The City is authorized by the Act to issue revenue bonds and loan the proceeds thereof to business enterprises to finance the acquisition and construction of "projects" , as defined in the Act , and to make all contracts , execute all instruments and do all things necessary or convenient in the exercise of such authority . 3 . 02. Preliminary City Approval. By preliminary resolution duly adopted by the Council on September 18 , 1979 , after a public hearing held on that gate , this Council approved the sale of revenue obligations pursuant to the Act in an amount not to exceed $ 3 , 375 , 000 and the loan of the proceeds to the Partnership for the acquisition and construction of the Project suitable and designed for use as an office building and authorized the preparation of such documents as may be appropriate to the Project . The City has , pursuant to a resolution adopted -5- February 19 , 1980 , perviously issued its Commercial Development Revenue Bond (Anderson Lakes Associates Project) , dated March 5 , 1980 , in the principal amount of $ 2 ,975 ,000 , and loaned the proceeds thereof to pay a portion of the Project Costs . 3 . 03 . A2proval of Documents . Pursuant to the foregoing , there have been prepared and presented to the Council copies of the following documents , all of which are now, or shall be , placed on file in the office of the City Clerk : ( a ) Assignment; ( b ) Loan Agreement; - ( c ) Mortgage; ( d ) Guaranty ; and ( e ) Pledge Agreement. The forms of the documents listed in ( a) through ( e ) above are approved , with such variations , insertions and additions as are deemed appropriate by the parties and approved by the City Attorney. Section 4 . Authorizations . Upon the completion of the Loan Agreement and the Pledge Agreement approved in Section 3 .03 hereof and the execution thereof by the Partnership and the Lender , as the case may be , the Mayor and the City Manager shall execute the same on behalf of the City and , together with the City Clerk , shall execute the Bond in substantially the form approved in paragraph 5 . 01 hereof on behalf of the City, and shall execute such other certifications , documents or instruments as bond counsel or counsel for the Lender shall require , subject to the approval of the City Attorney , and all certifications , recitals and representations therein shall constitute the certificates , recitals and representations of the City . Execution of any instrument or document by one or more appropriate officers of the City shall constitute , and shall be deemed the conclusive evidence of , the approval and authorization by the City and the Council of the instrument or document so executed . Section 5 . The Bond . 5 . 01 . Form and Authorized Amount. The Bond shall be issued substantially in the form presented to the -6- Council and set forth as Exhibit A to this Resolution with such appropriate variations , omissions and insertions as are permitted or required by this Resolution , in the total principal amount of $ 400 , 000 . The terms of the Bond are set forth therein , and such terms , including but not limited to provisions as to interest rate , dates and amount of payment of principal and interest and prepayment privileges , are incorporated by reference herein . 5 . 02. Execution . The Bond shall be executed on behalf of the City by the signatures of the Mayor and the City Manager and shall be sealed with its corporate seal and attested by the City Clerk . in case any officer whose signature shall appear on the Bond shall cease to be such officer before the delivery thereof , such signature shall nevertheless be valid and sufficient for all purposes . 5 . 03. Mutilated , Lost and Destroyed Bona. In case the Bond shall become mutilated or be destroyed or lost , the City shall cause to be executed and delivered a new Bond of like outstanding principal amount and tenor in exchange and substitution for and upon cancellation of the mutilated Bond , or in lieu of and in substitution for such Bond destroyed or lost , upon the Holder ' s paying the expenses and charges of the City in connection therewith , and , in case the Bond is destroyed or lost , its filing with the City evidence satisfactory to it of such loss or destruction. 5. 04. Assignment. The Bond may be assigned by the Holder , from time to time , by endorsement thereon or by separate written instrument; provided that notice of any such assignment shall be given in writing to the City and the Partnership. At the request of the Holder , the Bond shall be registered on the books of the City , subject to the conditions set forth in the form of the Bond attached hereto as Exhibit A . 5 . 05. Delivery and Use of Proceeds. Prior to delivery of the Bond , the documents referred to in Section 3 . 03 hereof shall be completed and executed in form and substance as approved by the City Attorney and an original , executed counterpart of each such document shall be delivered to the Lender , together with the organizational Documents . The City shall thereupon deliver to the Lender the Bond in the total principal amount of $ 400, 000 , together with a copy , duly certified by the City Clerk , of this Resolution and such closing certificates as are required by bona counsel and approved by the City Attorney . —7— Upon delivery of the Bond and the above items to the Lender , the Lender shall , on behalf of the City, disburse the proceeds of the Bond to the Partnership in reimbursement of , or to its order for payment of , Project Costs pursuant to the provisions of the Loan Agreement. The Lender or the Partnership shall provide the City with a full. accounting of all funds disbursed for Project Costs . Section 6 . Limitations of the City ' s Obligations . Notwithstanding anything contained in the Bond , the Loan Agreement or the Pledge Agreement or any other documents referred to in Section 3 . 03 hereof , the Bond shall not constitute a debt of the City within the meaning of any constitutional or statutory limitation, and shall not be payable from nor charged upon any funds other than the revenue pledged to the payment thereof , and the City shall not be subject to any liability thereon, and. no Holder of the Bond shall ever have the right to compel any exercise of the taxing power of the City to pay the Bond or the interest thereon , or to enforce payment thereof against any property of the City other than those rights and interests of the City under the Loan Agreement which have been pledged to the Lender by the Pledge Agreement, and the Bond shall not constitute a charge, lien or encumbrance , legal or equitable , upon any property of the City other than those rights and interests of the City under the Loan Agreement which have been pledged to the Lender by the Pledge Agreement. The agreement of the City to perform the covenants and other provisions contained in this Resolution or the Bond , the Loan Agreement or the Pledge Agreement and the other documents listed in Section 3 . 03 hereof shall be subject at all times to the availability of revenues furnished by the Partnership sufficient to pay all costs of such performance or the enforcement thereof , and the City shall not be subject to any personal or pecuniary liability thereon other than as stated above . Adopted: August 18 , 1981 lJ Mayor Attest : _ ity Clerk �z The motion for the adoption of the foregoing resolution was duly seconded by Member George Tangen , arid , upon vote being taken thereon , the following voted in favor thereof : George Bentley, Dean Edstrom, Paul Redpath, George Tangen , and Mayor Wolfgang H. Penzel and the following voted against the same: NONE whereupon said resolution was declared duly passed and adopted. -9- t. EXHIBIT A UNITED STATES OF AMERICA STATE OF MINNESOTA COUNTY OF HENNEPIN CITY OF EDEN PRAIRIE No . R-1 $4001000. 00 Second Mortgage Commercial Development Revenue Bond (Anderson Lakes Associates Project ) The City of Eden Prairie , Minnesota, a municipal corporation in the County of Hennepin and State of Minnesota ( the "City" ) , for value received , hereby promises to pay to the order of NATIONAL CITY BANK OF MINNEAPOLIS , a national banking association, or assigns ( the "Holder " ) , at its principal office at 75 South Fifth Street, Minneapolis, Minnesota 55402, or such other place as the Holder may from time to time designate in writing, solely from the source and in the manner and with interest thereon as hereinafter provided , the principal sum of FOUR HUNDRED THOUSAND AND NO/100 DOLLARS ( $ 400 , 000 . 00 ) , and to pay interest on the unpaid principal balance from the date hereof until this Bond is fully paid at the rate per annum equal to the lesser of (A ) twenty-five percent ( 25% ) , or (B ) the greater of ( i ) fifty -five percent ( 55% ) of the prime rate (as in effect ) announced by National City Bank of Minneapolis at its main office on ninety-day unsecured loans to commercial borrowers of the highest credit rating then established ( the "Prime Pate" ) , or ( ii ) seven and eight-tenths percent ( 7 . 8% ) . The principal of and interest on this Bond shall be payable in installments due as follows : ( a ) On or before September 1 , 1981 , and on or before the first day of each calendar month thereafter , to and including August 1 , 1986 , an amount equal to the accrued and unpaid interest thereon. (b ) On or before September 1 , 1986, an amount equal to the unpaid principal balance of this Bond together with all accrued and unpaid interest thereon. r In the event of a Determination of Taxability, as defined in the Loan Agreement , the rate of interest hereon shall automatically be increased to the greater of ( 1 ) the Prime Rate plus one and one--tenth percent ( 1 . 1% ) or ( 2 ) fifteen percent ( 15% ) per annum ( the " Taxable Rate " ) effective as of the Date of Taxability , as defined in the Loan Agreement . In the event of a Determination of Taxability, monthly payments of interest from and after the Date of Taxability shall be recomputed at the applicable interest rate set forth above , and the City shall (a ) promptly pay to the Holder hereof and to any prior Holder affected thereby , as their interests may appear , ( i ) the aggregate difference between (A ) the amounts actually paid hereunder between the Date of Taxability and the date of such payment and (B ) the amounts which would have been paid during such period if the increased interest rate had been in effect, plus ( ii ) the amount of any interest, penalties , additions to tax or other additional amounts as referred to in Subchapter A of Chapter 68 of the Internal Revenue Code of 1954 , as amended ( the "Code " ) (but in no event including any actual taxes payable by the Holder on interest paid to the Holder hereunder ) , which are payable by the Holder to the United States as a consequence of its failure to include in its federal gross income interest hereon ( the "Additions to Tax" ) for the period of time referred to in the preceding clause ( a ) ( i ) (A ) of this paragraph, and (b ) thereafter pay to the Holder hereof monthly payments of interest as so recomputed . In the event an investigation or audit is commenced by the Internal Revenue Service questioning the federal income tax exemption of the interest payable on this Bond ( other than by reason of the Holder being a "substantial user" or "related person" within the meaning of Section 103 ( b) ( 9 ) of the Code ) , or in the event the Holder , or the Partnership on behalf of the Holder , chooses to contest any statutory notice of deficiency, ruling of the Internal Revenue Service or judgment of a court of competent jurisdiction, the Holder may, at its option, by written notice to the City and the Partnership (A) increase the rate of interest on this Bond to the Taxable Rate and require that the City make payments from the date of such notice based upon such increased rate , and (B ) require the City to pay the Holder an amount equal to the sufr, of ( i ) the difference between the amounts actually paid hereunder from the date that interest on this Bond is asserted to have become taxable and the date of such notice , and the amounts which would have been paid during such period if the Taxable Rate had been in effect, plus ( ii ) the estimated amount of Additions to Tax for which the Holder anticipates it will be liable for the period of time referred to in the preceding clause ( B) ( i ) of this paragraph in the event the investigation, audit or contest is resolved against the Holder and interest on this Bond is held to be subject to federal income taxation , pending the final results of such investigation , audit or contest . The additional funds collected as a result of the rate increase and additional payment required by the preceding clauses (A ) and ( B ) of this paragraph shall be placed in escrow by the Holder and shall bear interest at the rate per annum which would have been borne by this Bond had the rate of interest hereon not been increased to the Taxable Rate . In the event the investigation , audit or contest is finally resolved in favor of the Holder and the interest on this Bond was , and continues to be , exempt from federal income taxation , the funds held in such escrow account , including any interest earnings thereon , shall be paid to the Partnership on behalf of the City . In the event the investigation , audit or contest is finally resolved against the Holder and the interest on this Bond is held subject to federal income taxation , the amount on hand in the escrow account shall be applied , to the extent necessary, to the additional payments then due by the City to the Holder pursuant to clause ( a ) of the preceding paragraph , and the balance , if any , returned to the Partnership on behalf of the City. The Holder shall supply information to , and otherwise fully cooperate with , the Partnership in any such contest by the Partnership . All interest hereon shall be computed on the basis of the actual number of days elapsed on the assumptions that each month contains thirty ( 30 ) days and each year contains three hundred sixty ( 360 ) days . All payments made under this Bond shall be applied first to interest and then to principal , except that if any advances made by the Holder hereof under the terms of any instruments securing this Bond are not repaid , any moneys received , at the option of the Holder , may first be applied to repay such advances , plus interest thereon , at the interest rate then in effect hereunder , and the balance , if any, shall be applied on account of any installments of principal and interest hereon then due . This Bond is issued and sold pursuant to a resolution adopted by the City Council of the City on August 18 , 1981 ( the "Bond Resolution" ) , in order to provide funds to be loaned to Anderson Lake Associates , a -3- Minnesota general partnership ( the "Partnership" ) , pursuant to a Loan Agreement , of even date herewith ( the " Loan Agreement" ) , between the City and the Partnership , for the purpose of financing a portion of the cost of the acquisition , construction and equipping of an office building and related facilities and improvements ( the " Improvements" ) , all located on real property situated in Hennepin County , Minnesota ( the "Land " , which , together with the Improvements , are herein collectively referred to as the "Project" ) . Under the Loan Agreement, the Partnership has agreed to acquire , construct and equip the Project and has agreed to make loan repayments in amounts and at times sufficient to pay the principal of, premium , penalties , taxes and late charges , if any, and interest on this Bond when due. Pursuant to a Pledge Agreement , of even date herewith ( the "Pledge Agreement" ) , given by the City . in favor of National City Bank of Minneapolis ( together with its successors and assigns , the "Lender" ) , the City has pledged and granted a security interest in its interest in the Loan Agreement ( except its rights to indemnification and payment of certain expenses ) to the Lender . This Bond is further secured by ( i ) a Mortgage and Security Agreement and Fixture Financing Statement , of even date herewith ( the "Mortgage" ) , by which the Partnership has granted to the Lender a second mortgage lien on and security interest in the Project, ( ii ) an Assignment of Leases , of even date herewith ( the "Assignment" ) , by which the Partnership has assigned to the Lender its interest in all rents and leases of the Project , and ( iii ) a Guaranty , of even date herewith ( the "Guaranty" ) , given by James E . Sutherlin, Inc . and Western Petroleum Company, Minnesota corporations and the partners of the Partnership , and James E . Sutherlin , James Emison and Leonard Jaskowiak , individuals residing in the State of Minnesota , to the Lender . Reference is hereby made to the Bond Resolution , Loan Agreement , Pledge Agreement, Mortgage , Assignment and Guaranty for a complete description of the covenants and agreements therein contained , the nature and extent of the security thereby created and the rights , duties and immunities of the City thereunder . The City has previously issued its Commercial Development Revenue Bond (Anderson Lakes Associates Project ) , dated March 5 , 1980 , in the principal amount of $2 , 975 , 000 ( the "First Mortgage Bond" ) , and loaned the proceeds thereof to the Partnership to pay a portion of the cost of the Improvements . The First Mortgage Bond is secured by a first mortgage lien on and security interest in the Project , which is prior to the mortgage lien and security interest created by the Mortgage , and an assignment of the Partnership ' s interest in all rents and -4- leases of the Project , which is prior to the assignment given by the Assignment . This Bond is issued pursuant to and in ful_1 compliance with the Constitution and laws of the State of Minnesota , including Minnesota Statutes , Chapter 474 , and pursuant to a resolution duly adopted by the City Council on August 18 , 1981 ( the Resolution) , and , together with interest hereon and any premiums , taxes , penalties , late charges or other amounts payable hereunder , however designated , are special obligations of the City payable solely from payments to be received by the City pursuant to the Loan Agreement , from payments under the Guaranty and from disposition of the property which secures payment of this Bond. This Bond , the interest hereon and any premiums , taxes , penalties , late charges or other amounts payable hereunder , however designated , shall never constitute a debt of the City within the meaning of any constitutional provision or statutory limitation and shall never constitute or give rise to a charge against its general credit or taxing powers , and are not payable from nor a charge upon any funds of the City other than the revenues pledged to the payment thereof . This Bond , the interest hereon and any premiums , taxes , penalties , late charges or other amounts payable hereunder , however designated , do not constitute a charge, lien, or encumbrance , legal or equitable , upon any property of the City, except the revenues to he received by the City under the Loan Agreement , and the agreement of the City to perform or cause the performance of the covenants and other provisions herein referred to shall be limited at all times to the availability of revenues from the Loan Agreement, the Assignment, the Mortgage and the Guaranty , sufficient to pay all costs of such performance or the enforcement thereof . No Holder or Holders of this Bond shall ever have the right to compel any exercise of the taxing powers of the City to pay the Bond , the interest hereon or any premium, taxes , penalties , late charges or other amounts , however designated , nor to enforce payment thereof against any property of the City . The provisions of this paragraph shall , for all purposes of this Bond , be controlling and be given full force and effect, anything else to the contrary in this Bond notwithstanding . The City may prepay the unpaid principal balance hereof, in whole or in part , at any time , without premium. This Bond is made pursuant to and shall be construed in accordance with the laws of the State of Minnesota . -5— The Holder hereof may make a reasonable charge to cover the expense of changing its record of ownership , or the giving of information relating to the unpaid balance of this indebtedness , in connection with any conveyance of the Land covered by the Mortgage in accordance with the terms thereof and of this Bond . The City, for itself , its successors and assigns , subject to limitation of the City ' s liability, hereby guarantees payment of this Bond and waives diligence , demand , presentment , protest and notice of dishonor and suretyship defenses generally , and agrees that without any notice , the Holder hereof and any present or future owner or owners of any property and interests covered by the Mortgage or any other document given to secure this Bond , or executed in connection with this Bond , may from time to time .extend , renew, or otherwise modify the date or dates or amount or amounts of payment above recited; or , the Holder hereof may from time to time release any part or parts of the property and interests subject to said Mortgage or to any such other document from the same , with or without consideration. In any such case , tha City , subject to limitation of the City ' s liability, shall continue liable to pay the unpaid balance of the indebtedness evidenced hereby as so extended , renewed or modified and notwithstanding any such release . }` As provided in the Bond Resolution , this Bond may be assigned by the Holder , from time to time , by an endorsement hereon or by other writing ; provided that notice of such assignment shall be given in writing to the City and the Partnership . Subject to the conditions set forth herein , the City will , upon request of the Holder , register this Bond upon its books . Upon such registration , this Bond shall be transferable only by the Holder hereof in person or by its attorney duly authorized in writing by registration hereon and on the books of the City kept for that purpose at the office of the City Clerk and upon surrender hereof together with a written instrument of transfer satisfactory to the City Clerk , duly executed by the Holder or its duly authorized attorney. Upon such transfer , the City Clerk will note the date of registration and the name and address of the new Holder upon the books of the City and in the registration blank appearing below. The City may deem and treat the person in whose name this Bond is last registered upon the books of the City , with such registration also noted on this Bond , as the absolute owner hereof , whether or not t -6- overdue, for the purpose of receiving payment of or on account of the principal hereof , interest hereon or any other sums payable hereunder , and for all other purposes , and all such payments so made to the Holder or upon its order shall be valid and effectual to satisfy and discharge the liability on this Bond to the extent of the sum or sums so paid , and the City shall not be affected by any notice to the contrary . By acceptance of this Bond , the Holder agrees to provide to the City Clerk , at the City Clerk ' s request , a verified statement of the dates and amounts of all payments of principal , premium, penalties , taxes , late charges and interest received in respect to this Bond . All of the agreements , conditions , covenants , stipulations of the City and provisions contained in the Bond Resolution, the Loan Agreement , the Mortgage , the Assignment , the Guaranty and the Pledge Agreement are hereby made a part of this Bond to the same extent and with the same force and effect as if they were fully set forth herein . If an event of default occurs and is subsisting under this Bond , the Loan Agreement, the Mortgage , the Assignment , the Guaranty or the Pledge Agreement , or if any other event occurs and subsists which entitles the Holder hereof to accelerate payment under the Loan Agreement or Mortgage , then the Holder hereof shall have the right and option to declare immediately due and payable without notice the unpaid principal. of this Bond and interest accrued thereon to the date of declaration of such acceleration , together with any attorneys ' fees incurred by the Holder in collecting or enforcing payment thereof , whether suit be brought or not, and all other sums due hereunder or under the Loan Agreement, the Mortgage , the Assignment , the Guaranty and the Pledge Agreement . It is agreed that time is of the essence in the performance of the terms of this Bond . In the event the Partnership sells , conveys , transfers , further mortgages or encumbers or disposes of the Premises , as defined in the Mortgage , or any part thereof or interest therein , or agrees so to do, without the written consent of the Holder of this Bond being first obtained , then , at the sole option of the Holder , the Holder may declare the entire amount of unpaid principal hereof and accrued interest thereon due and payable in full and call for payment of the same in full at once . In the event the Partnership shall request the consent of the Holder in accordance with this paragraph , the Partnership shall. deliver a written request to the Holder , together r' -7- with complete information regarding such a conveyance or encumbrance , and shall allow the Holder thirty ( 30 ) days for evaluation of such request. If such a conveyance or encumbrance is approved , the Partnership shall pay a reasonable processing fee in an amount to be determined by the Holder to compensate the Holder for processing the request. Such approval may be subject to such modifications of the loan terms as may be deemed necessary by the Holder . Consent as to any one transaction shall not be deemed to be a waiver of the right to require consent to future or successive transactions . No delay or omission on the part of the Holder hereof in exercising any right hereunder shall operate as a waiver of such right or of any other remedy under this Bond . A waiver on any one occasion shall not be construed as a bar to or waiver of any such right or remedy on a. future occasion . It is hereby certified and recited that all acts , conditions and things required to exist , happen and be performed precedent to and in the issuance of this Bond do exist , have happened and have been performed in regular and due time , form and manner as required by law. IN WITNESS WHEREOF, the CITY OF EDEN PRAIRIE , ( MINNESOTA, has caused this Bond to be signed in its behalf by the signatures of the Mayor , the City Manager and the City Clerk and se led with the official seal of the City , all as of the day of August , 1981 . CITY OF EDE PRAIRIE ,��-- MINNES / By M or And tAb C Mana e r ( SEAL) Attest ; City Clerk -8- Certificate of Registration It is hereby certified that, at the request of the Holder of the within Bond, the City of Eden Prairie , Minnesota, has this day registered it as to principal and interest , in the name of such Holder , as indicated in the registration blank below , on the books kept by the undersigned for such purpose : Name of Authorized Registered Date of Signature Owner Registration of City Clerk National City Bank of Minneapolis August , 1981 l -9-