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Matching Funds Certification Form Certification of Matching Funds Form Certificate No. I Date: 5/20/2024 Pursuant to the Development Agreement (the "Agreement") between the City of Salina, Kansas, and the undersigned (the "Developer"), Developer,hereby states and certifies as follows: i. The date and number of this certificate are as set forth above. ii. All terms in this certification shall have and are used with the meanings specified in the Agreement and that certain that certain Kansas Department of Commerce American Rescue Plan Act Economic Expansion Rural Housing Grant Agreement, between the Kansas Department of Commerce (the "State")and the City (the "State Agreement"). iii. The names of the persons,firms or corporations to whom the payments have been made,and which qualify as matching funds under the State Agreement and the general classification and description of the costs for which each obligation hereby was incurred are as set forth on Attachment I hereto. iv. These amounts listed on Attachment I(i) have been incurred and are reasonable costs that qualify as matching funds under the State Agreement,or(ii) in the case of loan proceeds not yet expended, are"fully committed and available for use"pursuant to the State Agreement. v. Each item listed on Attachment I has not been previously reimbursed from the Bonds or State Agreement Funds and no part thereof has been included in any Certification of Expenditures, Certification of Matching Funds, or other disbursement request previously filed with the City. Terms not otherwise defined herein shall have the meaning ascribed to such terms in the Agreement and the State Agreement. SALINA DESTINATION DEVELOPMENT, LLC, a Kansas limited liability company By: Name: Rick Worner Title: Member Approved this -;.'... ;\.day of Ce'-c�_ , 20 `l CITY OF SALI , KANSAS By: City epresentative 95078218.1 ATTACHMENT I TO CERTIFICATION OF MATCHING FUNDS CERTIFICATE NO. 1 DATED: 5/20/2024 SCHEDULE OF MATCHING FUNDS CERTIFIED Person, firm or corporation to whom payment was made (or in Amount of matching General classification and the case of loan proceeds not yet funds certified description of the costs expended, person or entity that has incurred or matching funds certified committed matching funds) Salina Destination Development, Loan proceeds fully committed and LLC $ 24,200,000.00 available for use for Phase I — Construction Costs (See Exhibit B) TOTAL $24,200,000.00 SUPPORTING DOCUMENTATION ATTACHED HERETO. 95078218.1 EXHIBIT A SUPPORTING DOCUMENTATION - LOAN 95078218.1 COMMERCIAL SECURITY AGREEMENT Principal Loan Date Maturity Loan No Call f Con Account Officer Initials $24,200,000.00 05-03-2024 04-30-2027 700087619 12 1N H 2 3 5 6 934597885 07CJM References in the boxes above are for Lender's use only and do not emit the applcability of this document to any part cular loan or item. Any item above containing""•"has been omitted due to text length limitations. Grantor: SALINA DESTINATION DEVELOPMENT LLC(TIN: Lender: The Bennington State Bank 93-4597885) Wichita Branch 250 N WATER ST#300 2130 S Ohio WICHITA,KS 67202 PO Box 1280 Salina,KS 67401 THIS COMMERCIAL SECURITY AGREEMENT dated May 3,2024, Is made and executed between SALINA DESTINATION DEVELOPMENT LLC ("Grantor")and The Bennington State Bank("Lender"). GRANT OF SECURITY INTEREST. For valuable consideration, Grantor grants to Lender a security interest in the Collateral to secure the Indebtedness and agrees that Lender shall have the rights stated in this Agreement with respect to the Collateral,in addition to all other rights which Lender may have by law. COLLATERAL DESCRIPTION. The word"Collateral"as used in this Agreement means the following described property.whether now owned or hereafter acquired.whether now existing or hereafter arising,and wherever located,in which Grantor is giving to Lender a security interest for the payment of the Indebtedness and performance of all other obligations under the Note and this Agreement All inventory,equipment,accounts(including but not limited to all health-care-insurance receivables),chattel paper,instruments(including but not limited to all promissory notes),letter-of-credit rights,letters of credit,documents,deposit accounts,investment property,money, other rights to payment and performance,and general Intangibles(Including but not limited to all software and all payment Intangibles);all oil,gas and other minerals before extraction;all oil,gas,other minerals and accounts constituting as-extracted collateral;all fixtures;all timber to be cut;all attachments,accessions,accessories,fittings,increases,tools,parts,repairs,supplies,and commingled goods relating to the foregoing property,and all additions,replacements of and substitutions for all or any part of the foregoing property;all Insurance refunds relating to the foregoing property;all good will relating to the foregoing property;all records and data and embedded software relating to the foregoing property,and an equipment,inventory and software to utilize,create,maintain and process any such records and data on electronic media; and all supporting obligations relating to the foregoing property;all whether now existing or hereafter arising, whether now owned or hereafter acquired or whether now or hereafter subject to any rights in the foregoing property;and all products and proceeds(including but not limited to all Insurance payments)of or relating to the foregoing property. Ln addition,the word"Collateral"also includes at the following,whether now owned or hereafter acqu'red.whether now existing or hereafter arising,and wherever located. (A) At accessions,attachments,accessories,tools.parts,supplies.replacements of and additions to any of the collateral described herein, whether added now or later. (8) All products and produce of any of the property described in this Collateral section. (C) All accounts,general intangibles.instruments.rents,monies,payments,and all other rights,arising out of a sale,lease,consignment or other disposition of arty of the property described in this Collateral section. (0) All proceeds(including insurance proceeds)from Inc saledestruction,loss,cr other disposition of any of the property described in this Collateral section.and sums due from a third party who has damaged or destroyed the Collateral or from that party's insurer,whether due to judgment,settlement or other process. (E) All records arid data relating to any of the property described in this Collateral section,whether in the form of a wr ting.photograph. microfilm,microfiche,or electronic media.together with all of Grantor's right.title,and interest in and to all computer software required to utilize.create,maintain,and process any such records or data on electronic media. CROSS-COLLATERALIZATION. In addition to the Note. this Agreement secures all obl.gatons.debts arid liabilities, plus interest thereon,of Grantor to Lender. or arty one or more of them, as well as all dams by Lender against Grantor or any one or more of them,whether now existing or hereafter arising.whether related or unrelated to the purpose of the Note.whether voluntary or otherwise,whether due or not due, direct or indirect,determined or undetermined,absolute or contingent.liquidated or unhq aidated,whether Grantor may be liable individually or jointly with others,whether obligated as guarantor,surety.accommodation party or otherwise,and whether recovery upon such amounts may be or hereafter may become barred by any statute of limitations.and whether the obligation to repay such amounts may be or hereafter may become otherwise unenforceable. FUTURE ADVANCES. In addition to the Note.this Agreement secures all future advances made by Lender to Grarrtor regardless of whether the advances are made a)pursuant to a commitment orb)for the same purposes. RIGHT OF SETOFF. To the extent permitted by applicable law,Lender reserves a right of setoff in all Grantor's accounts with Lender(whether checking.savings,or some other account). This includes alt accounts Grantor holds jointly with someone else and all accounts Grantor may open in the future. However,this does not include any IRA or Keogh accounts.or any trust accounts for which setoff would be prohibited by law. Grantor authorizes Lender,to the extent permitted by applicable law,to charge or setoff all sums owing on the Indebtedness against any and all such accounts,arid,at Lender's option,to administratwely freeze all such accounts to allow Lender to protect Lender's charge and setoff rights provided in this paragraph. GRANTOR'S REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE COLLATERAL. With respect to the Collateral.Grantor represents and promises to Lender that Perfection of Security Interest. Grantor agrees to take whatever actions are requested by Lender to perfect and continue Lender's security interest in the Collateral. Upon request of Lender,Grantor will deliver to Lender any and all of the documents evidencing or constituting the Collateral,and Grantor will note Lender's interest upon any and all chattel paper and instruments if not delivered to Lender for possession by Lender Notices to Lender. Grantor will promptly notify Lender in writing at Lender's address shown above(or such other addresses as Lender may designate from time to time)prior to any (1) change in Grantor's name; (2) change in Grantor's assumed business name(s): (3) change in the management or in the members or managers of the limited liability company Grantor; (4) change in the authorized signer(s). (5) change in Grantor's principal office address: (6) change in Grantor's state of organization. (7) conversion of Grantor to a new or different • type of business entity:or (8) change in any other aspect of Grantor that directly or indirectly relates to any agreements between Grantor and Lender. No change in Grantor's name or state of organization will take effect until after Lender has received notice. No Violation. The execution and delivery of this Agreement will not violate any law or agreement governing Grantor or to which Grantor is a party,and its membership agreement does not prohibit any term or condition of this Agreement. Transactions Involving Collateral. Except for inventory sold cr accounts collected in the ordinary course of Grantor's business, or as otherwise provided for in this Agreement,Grantor shall not selloffer to sell,or otherwise transfer or dispose of the Collateral. Grantor shall riot pledge, mortgage, encumber or otnerwise permrt the Collateral to be subject to any lien, security interest, encumbrance, or charge,other than the security interest prow'ded for in this Agreement,without the prior written consent of Lender. Title. Grantor represents and warrants to Lender that Grantor holds good and marketable title to the Collateral,free and clear of all Lens and encumbrances except for the lien of this Agreement. No financing statement covering any of the Collateral is or file in any public office other than those which reflect the security interest created by this Agreement or to which Lender has specifically consented. Grantor shall defend Lender's rights in the Collateral against the claims and demands of all other-persons. Repairs and Maintenance. Grantor agrees to keep and maintain,and to cause others to keep and maintain,the Collateral in good order, repair and condition at all times while the Agreement remains in effect. Grantor further agrees to pay when due all claims for work done on.or services rendered or material furnished in connection with the Collateral so that ro lien or encumbrance may ever attach to or be filed against the Collateral. Taxes,Assessments and Liens. Grantor will pay when due all taxes,assessments ar.d liens upon the Collateral,its use or operation,upon this Agreement,upon any promissory note or notes evidencing the Indebtedness,or upon any of the other Related Documents Grantor may withhold any such payment or may elect to contest any lien if Grantor is in good faith conducting an appropriate proceeding to contest the obligation to pay and so long as Lender's interest in the Collateral is not jeopardized in Lender's sole opinion. If the Collateral is • COMMERCIAL SECURITY AGREEMENT Loan No:700087619 (Continued) Page 2 subjected to a lien which is not discharged within fifteen(15)days,Grantor shall deposit with Lender cash,a sufficient corporate surety bond or other security sat':sfactory to Lender in an amount adequate to provide for the d scharge of the lien plus any interest.costs, attorneys'fees or other charges that could accrue as a result of foreclosure or sale of the Collateral. In any contest Grantor shall defend itself arid Lender and shall satisfy any final adverse judgment before enforcement against the Collateral. Grantor shall rame Lender as an adC tional obligee under any surety bond furnished in the contest proceedings. Compliance with Governmental Requirements. Grantor shall comply promptly with a'I laws. ordirances. rules and regulations of all governmental authorities,now or hereafter in effect.applicable to the ownership,production,disposition,or use of the Collateral.including without limitation payment when due of all taxes.assessments and liens upon the Collateral. Maintenance of Casualty Insurance. Grantor shall procure and maintain all risks insurance, including without lim'tation fire. theft and liability coverage together with such other insurance as Lender may require with respect to the Collateral,in form,amounts.coverages and basis reasonably acceptable to Lender and issued by a company or companies reasonably acceptable to Lender. Grantor,upon request of Lender,will deliver to Lender from time to time the polices or certificates of insurance in form satisfactory to Lender,including stipulations that coverages will riot be cancelled or deren:.shed without at least ten(10)days'prior written notice to Lender and not including any disclaimer of the insurer's liability for failure to give such a nonce. Each insurance policy also shall include an endorsement providing that coverage in favor of Lender will not be impaired in any way by any act,omission or default of Grantor or any other person. In connector with all policies coverng assets in which Lender holds or is offered a security interest.Grantor will provide Lender with such loss payable or other endorsements as Lender may require. Financing Statements. Grantor authorizes Lender to file a UCC financing statement.or alternatively,a copy of this Agreement to perfect Lender's security interest. At Lender's request, Grantor additionally agrees to sign all other documents that are necessary to perfect, protect,and continue Lender's security interest in the Property. This includes making sure Lender is shown as the first and only security interest holder on the title covering the Property. Grantor will pay all filing fees,title transfer fees,and other fees and costs involved unless prohibited by law or unless 1.ender is required by law to pay such fees and costs. Lender may file a copy of this Agreement as a financing statement. LENDER'S EXPENDITURES. If any action or proceeding is commenced that would materially affect Lender's interest in the Collateral or if Grantor fails to comply with any provision of this Agreement or any Related Documents. including but not limited to Grantor's failure to discharge or pay when due any amounts Grantor is required to discha•ge or pay under this Agreement or any Related Documents.Lender on Grantor's behalf may(but shall not be obegaced to)take any action that Lender deems appropriate on the Collateral and paying all costs for insuring,maintaining and preserving the Collateral. All such expenditures incurred or paid by Lender for such purposes will then bear interest at the rate charged under the Note from the date incurred or paid by Lender to the date of repayment by Grantor. All such expenses will become a part of the Indebtedness and,at Lender's option,will (A) be payable on demand; (B) be added to the balance of the Note and be apportioned among and be payable with any installment payments to become due during either (1) the term of any applicable insurance policy;or (2) the remaining term of the Note:or (C) be treated as a balloon payment which will be due and payable at the Note's maturity. DEFAULT. Each of the following shall constitute an Event of Default under this Agreement. Payment Default. Grantor fails to make any payment when due under the Indebtedness. Other Default. Grantor fails to comply with any other termobligation,covenant or condition contained in th•s Agreement or in any of the Related Documents. False Statements. Any representation or statement made by Grantor to Lender is false in any material respect. Insolvency. The dissolution of Grantor(regardless of whether election to continue is made), any member withdraws from the limited liability company, or any other termination of Grantor s existence as a going business or the death of any member, the insolvency of Grantor,the appointment of a receiver for any part of Grantors property,any assignment for the benefit of creditors,any type of creditor workout,or the commencement of any proceeding under any bankruptcy or insolvency laws by or against Grantor. Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, sell-help, repossession or any other method. by any creditor of Grantor or by any governmental agency against any collateral securing the Indebtedness. Events Affecting Guarantor. Any of the preceding events occurs with respect to any Guarantor of any of the Indebtedness or Guarantor dies or becomes incompetent or revokes or disputes the validity of,or liability under,any Guaranty of the Indebtedness. Adverse Change. A material adverse change occurs in Grantors fnaecial condition. or Lender believes the prospect of payment or performance of the Indebtedness is impaired. Cure Provisions. If any default,other than a default in payment,is curable and if Grantor has not been given a notice of a breach of the same provision of this Agreement within the preceding twelve(12)months,it may be cured if Grantor,after Lender sends written notice to Grantor demanding cure of such default. (1) cures the default within fifteen(15)days,or (2) if the cure requires more than fifteen(15) days, immediately initiates steps which Lender deems in Lender's sole discretion to he sufficient to cure the default and thereafter continues and completes all reasonable and necessary steps sufficient to produce compliance as soon as reasonably practical. RIGHTS AND REMEDIES ON DEFAULT. Upon the occurrence of any Event of Default under any indebtedness,or should Grantor fail to comply with any of Grantors obligations under this Agreement.Lender shall have all the rights of a secured party under the Kansas Uniform Commercial Code. In addition and without limitation,Lender may exercise any one or more of the following rights and remedies Accelerate Indebtedness. Lender may declare the entire Indebtedness,including any prepayment penalty which Grantor would be required to pay,immediately due and payable,without notice of any kind to Grantor. Sell the Collateral. Lender shall have full power to sell,lease,transfer,or otherwise deal with the Collateral or proceeds thereof in Lender's own name or that of Grantor. Lender may sell the Collateral at public auction or private sale Unless the Collateral threatens to decline speedily in value or is of a type customarily sold on a recognized market,Lender will(eve Grantor,arid other persons as required by law, reasonable notice of the time and place of arc public sale,or of trio time and place of any public sale,or the time after which any private sale or any other disposition of the Collateral is to be made. However, no notice need be provided to any person who, after Event of Default occurs, enters into and authenticates an agreement waiving that person's right to notification of sale. The requirements of reasonable notice shall be met if such notice is given at least ten(10)days before the time of the sale or disposition. All expenses relating to the disposition of the Collateral including without limitation the expenses of retaking,holding,insuring,preparing for sale and selling the Collateral.shall become a part of the Indebtedness secured by this Agreement and shall be payable on demand,with interest at the Note rate from date of expenditure until roped. Other Rights and Remedies. Lender shall have all the rights and remedies of a secured creditor under the provisions of the Uniform Commercial Code, as may be amended from time to time. In addition, Lender shall have and may exercise any or all other rights and remedies it may have available at law,in equity,or otherwise. Election of Remedies. Except as may be prohibited by applicable law, all of Lender's rights and remedies. whether evidenced by this Agreement.the Related Documents,or by any other writing,shall he cumulative and may be exercised singularly or concurrently. Election by Lender to pursue any remedy shall not exclude pursuit of any other remedy,and an election to make expenditures or to take action to perform an obligation of Grantor under this Agreement,after Grantor s failure to perform.shall not affect Lenders right to declare a default and exercise its remedies. MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Agreement DEFINITIONS. The following capitalized words and terms shall have the following meanings when used in this Agreement. Unless specifically stated to the contrary,all references to dollar amounts shall mean amounts in lawful money of the Urited States of America. Words and terms used In the singular shall include the plural,and the plural shall include the singular,as the context may require. Words and terms not otherwise defined in this Agreement shall have the meanings attributed to such terms in the Uniform Commercial Code Agreement. The word"Agreement"means this Commercial Security Agreement,as this Commercal Security Agreement may be amended or modified from time to time,together with all exhibits and schedules attached to this Commercial Security Agreement from time to time. Borrower. The word"Borrower means SAI.INA DESTINATION DEVELOPMENT LLC and includes all co-signers and co-makers signing the Note and all their successors and assigns. Collateral. The word"Collateral"means all of Grantor's right,title and interest ie and to all the Collateral as describec in the Collateral Description section of this Agreement. Event of Default. The words"Event of Default"mean any of the events of default set forth u'i this Agreement in the default section of this Agreement. Grantor. The ward"Grantor"means SALINA DESTINATION DEVELOPMENT LLC