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2021-08-17 Recorded Notice of Special Assessment AgreementDOCUMENT #: A1481890 08-27-2021 at 12:23 PM Certified filed and or recorded on above date TANYA WEST WRIGHT COUNTY RECORDER WRIGHT COUNTY, MN Pages: 17 Fee Amount: $46.00 This document has been electronically recorded. Return To: Petros PACE Finance, LLC NOTICE OF SPECIAL ASSESSMENT AND SPECIAL ASSESSMENT AGREEMENT THIS NOTICE OF SPECIAL ASSESSMENT AND SPECIAL ASSESSMENT AGREEMENT (the "Notice") is made as of this 27th day of August, 2021 (the "Effective Date"), by ADVANCED VOLUMETRIC ALLIANCE, LLC, a Minnesota limited liability company (the "Owner") and PETROS PACE FINANCE TITLING TRUST, a Delaware statutory trust ("Lender"). Lender and Owner are collectively referred to herein as the "Parties" or singularly as a "Party." RECITALS A. Pursuant to Minnesota Statutes, Sections 216C.435 and 216C.436 and Chapter 429 (the "Act"), and the Joint Powers Agreement between the Port Authority of the City of Saint Paul (the "Port Authority") and the County of Wright, Minnesota (the "County") dated August 19, 2014 (the "PACE Agreement"), the County has established a Property Assessed Clean Energy Program ("PACE of MN") for the purpose, inter alia, of assisting a record owner of Qualifying Real Property within the boundaries of the County, in obtaining financing from a commercial lender for the acquisition and construction or installation of Cost-effective Energy Improvements on the property. B. Owner is the record owner of the Qualifying Real Property within the County (the "Special Assessment Parcel") legally described in Exhibit A attached hereto and Owner desires to install certain Cost-effective Energy Improvements on the Special Assessment Parcel (the "Project"). C. The Owner has obtained a loan from Lender in the amount of FIVE MILLION ONE HUNDRED EIGHTY-TWO THOUSAND EIGHT HUNDRED EIGHTY-FIVE AND 82/100 DOLLARS ($5,182,885.82) (the "Load") to finance the Project as evidenced by a PACE Loan Agreement between Owner and Lender (the "Loan Agreement") and a Secured Promissory Note (the "Note") signed by Owner each dated August 27, 2021. D. In order to induce the Lender to make the Loan and to secure and provide for repayment of the Loan by Owner, the Owner submitted to the Port Authority an Application, 1784851.1A Petition for Special Assessments, and Special Assessment Agreement, attached hereto as Exhibit B and incorporated by reference herein (the "Special Assessment Agreement"), in which the Owner requested that the County issue a special assessment in the amount of the Loan (plus interest, charges and fees) on the Special Assessment Parcel in accordance with the Act. E. The Port Authority has determined that the Project complies with the Act and requested that the County issue a special assessment on the Special Assessment Parcel in accordance with the Act, as evidenced by the letter from the Port Authority attached hereto as Exhibit C and incorporated by referenced herein. F. On August 24, 2021, pursuant to the Act and the Special Assessment, the County issued a resolution by its board of commissioners, a copy of which is attached hereto as Exhibit D and incorporated by reference herein, which imposed a special assessment on the Special Assessment Parcel in the amount of the Loan (plus interest, charges and fees) (the "PACE Special Assessment"), which requires payment of the PACE Special Assessment in accordance with the amortization schedule attached hereto as Exhibit E and incorporated by reference herein. G. Pursuant to the Act, the PACE Special Assessment is a lien against the Special Assessment Parcel and shall run with, attach to, and encumber the Special Assessment Parcel from the date that the PACE Special Assessment is certified until all amounts due pursuant to the PACE Special Assessment and the Special Assessment Agreement have been paid in full. NOW, THEREFORE, in consideration of the Loan, Owner hereby consents to the attachment of the PACE Special Assessment to the Special Assessment Parcel and gives notice to the public of the PACE Special Assessment and the Special Assessment Agreement which encumber the Special Assessment Parcel. All of the terms, conditions, provisions and covenants of the PACE Special Assessment, the Special Assessment Agreement and the Loan Agreement are hereby incorporated into this Notice by reference as though fully set forth herein. All capitalized terms used but not defined herein shall have the meanings assigned to them in the Loan Agreement. This Notice is subject to all of the terms, covenants and conditions provided in the unrecorded Loan Agreement and in no way modifies the provisions of the Loan Agreement. Should there be any inconsistency between the terms of this Notice and the Loan Agreement, the terms of the Loan Agreement shall prevail. This Notice may be executed in any number of counterparts, each of which when executed and delivered shall be an original, and each such counterpart shall, when combined with all other such counterparts, constitute one agreement binding on the parties hereto. [signatures appear on following pages] 1784851.1A 1N WITNESS WHEREOF, the }parties have executed this Notice to be effective as of the date first written above. 0,Amer: ADVANCED VOLUMETRIC ALLIANCE, ULC, a Minnesota limited liability c �.� I3 Name: Casey lr'kcnwald Title: Chief x- ccutive Officer STATE OF MINNESOTA § COUNTY OF c ¢ This instrument was acknowledged before me on this 94 ay o '4" , 2021 by Casey larkenwald, Chief Executive Officer of Advanced Valutrtetric AllianceTL , "aMinnesota limited liability company, on behalf of said company. EDWAR>f F JANDRICH NotarOublto 1k —9 slate Of Minn@Soto Mr Cammirelon Exp1660 Ja6.uory 3 i , 202R Notat )Pu is State of !jAAJ T- -_ My conunission expires: 1 tt+Et )'>t Signature: Page to Notice of Special ,Assessment and Special Assessment Agreement [ 1 of 21 IN WITNESS WHEREOF, the parties have executed this Notice to be effective as of the date first written. above. Lender. PETROS PACE FINANCE TITLING TRUST,. a Delaware statutory trust BY: Petros PACE Finance, LLC, a Texas limited liability company, its Attorney -in -Fact Ry:- 1tiFatne: nsoor hon -- Its: Manag r STATE OF TEXAS COUNTY OF TRAVIS 0^ This instrument was acknowledged before me can this ['' day of , 2021 by Mansoor Ghori, the Manager of Petros PACE Finance, LLC, as Attorney-in-F.. 0— FinanceRetras PACE Titling Trust, on behalf of said company. •.:'a llotary PublicL132559646 xas Comm. Expi24 ►' of :� Notary ID N. ry Public State of MY commission expires: Prepared by and after recording return to: Petro& PACE Finance, LLC Attention: Legal Department 300 West G'h Street, Suite 1540 Austin, Texas 78701 Signature Page to Notice of Special Assessment and Special Assessment Agreement [2 of 2] Exhibit A Legal Description of Special Assessment Parcel Address: Southeast Corner of Kadler Avenue NE and 70th Street NE, Albertville, MN 55301 Parcel No(s).: To be assigned Legal Description: Lot 1, Block 1, AVA Addition, Wright County, Minnesota. A-1 1784851.1A Exhibit B Special Assessment Agreement B-1