6B, Public Hearing Proposed TIF District Resolution 2010-081, -082 & -083

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Scheduled Payment Date after the default is cured, unless the Note has been terminated in accordance with Section 9.2{b) of tHe Agreement. The City shall have no obligation to pay principal of and interest an this Note on each Payment Date from any source ather than Available Tax Increment, and shall have no obligation to pay unpaid balance of principal or accrued interest that rr�ay remain after the Payment on the final Payment Date described in Section 1 hereof. 4. Prepavment. The peincipal sum and all accrued int�rest payable under this Not� is prepayable in wk�ole or in part at any tirae by ihe City without premium or penalty, 5. Nature of Obligation, This Note is one of an issue in the total principal amount of $1,i 15,000 issued to aid in financing cer�ain public development costs and adrr�inistra#ive costs of a Project undertaken by the City pursuant to Minr�esota Statutes, Sections 4b9.12S through 469.134, and is issued pursuant to the Agreemen# and an authorizing resolution {the "Resolution") duly adopted by the City on December I3, 20I0, and pursuant to and in full confar�nity with the Constitution and laws of the State of Miz��aesota, including Minnesota Statutes, Sections 469.T74 to 469.179, and th.e Special Laws. This Note is a limited obligation of the City which is payable solely irom Available Tax Increment pledged to the payment hereof under the Resolution. This Note and the interest herean shall not be deemed to constitu#e a general obligatio� of the State of Minnesota or any political subdivision thereof, including, without limitation, the City. Neither tl�.e State o� Minnesota, nor any poiitical s�zbdivision t�ereof shall be obligated to pay the principal of ar interest on this Note or other costs incident hereto except out of Available Tax Increment, and neither the full faith and credit nor the taxing power of the State of Minnesota or any politicai subdivision thereof is pledged to the payment of the principal af or interest on this Note or other costs incident hereto. 6. Registration and Transfer. This Note is issuable only as a fully registered note without coupons. As provided in the Resalution, and subject ta certain limitations set forth therein, this Note is transferable upon the bo�ks of the City kept for that purposa at the principal office of the City Administrator, by the Owner hereof in person or by such Owner's attorn�y duly authorized in writing, upon surrender of this Note together with a written instrument of transfer satis�actory to the City, c€uly executed by the Owner. Upon such transfer or exchange and the payment by the Own�r of any tax, fee, or governmentai charge required by law to be paid by the City with respact to such transfer or exchange, there will be issued in the name of the trar�sferee a new Nate of the same aggregate principal amount, beaxi�g interesi at the sarn.e rate and maturing on tiae same dates. This Note shall not be transferred to any person other than an affiliate, or other related entity, of the Owner unless the City has been pravided with an opinion of counsel or a certifica#e of the transferor, in a farm satisiactary ta the City, that such transfer is e�empt frozxa registration and prospectus delivery requirements of federaI and applicable state securities laws. IT IS HEREBY CERTIFIED AND RECITED that all ac#s, conditions, and things required by the Constitution and laws af the State af Minn�sota to be done, to exist, to happen, and to be performed in order to make this Note a valid and binding limit�d abligaiion of the City according to its terms, have been done, do exist, have happened, and have been perFormed in due #'orrn, time and manner as sa required. 379276v1 A.R200-10