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Payment Date after the default is cured, unless the Note has been te:rtxzinated in accordance with Section <br />9.2(b} af the Agreement. Availabie Tax Increment shall also rnot include any Taac Increment if, as of any <br />Payment Date, there is an outstanding petition or claim #o reduce the market value of the Develop:txaent <br />Properiy as described in 5ection 6.2(b) of the Agreem�nt; any atnount of Available Tax Incremer�t so <br />withheld shail be paid, without interest on the withheld amount, on #he next Payment Date after rasotution <br />of the tax petition or cIaim in accordance with Section 6.2(b) of the Agxeement. <br />The City shalt have no obligation to pay principal of and interest on this Note on each Payment <br />Date from any source other than Available T� Ineeem�nt, and shall have na obligation to pay unpaid <br />baiance oF principal or accrued interest that �nay remain after the Payment on the %nal Payment Date <br />described in Section 1 hereof. <br />4. Pre_p�ment. The principal sum and all accrued interest payable under tl�is Note is <br />prepayable in whoI� or in part at any timie by the City without premium or penalty, and is subject to <br />deezned prepayment in accordance with Section 3.8 of the Agreemant. <br />5. Nature of Obligation. This Note is one of an issue in the total principal amount of <br />$1,11 S,OOQ issued to aid in financing certain public deveIopmettt cosis and administrati�e costs af a <br />Project undertaken by th� City pursuant to Minnesota Statutes, Sections 469.125 through 469.134, and is <br />issued pursuant to the Agreement and an authorizing resolution {the "Resolution") duly adopted by the <br />City on December 13, 2010, and pursuant to and in fuIl canfarmity with the Constitutian and lavvs of the <br />State of Minnesota, including Minnesota Statutes, Sections 469.174 to 469.179, and the Special Laws. <br />This Note is a limited obligation of the Ci#y which is payabl� soIely from A�ailable T� Increment <br />pledged to the payment hereof under the Resolution. This Note and the inteeest hereon shall not be <br />deemed to constitute a general obligatiori of the State of Minnesota or any poli#ical subdivision thereof, <br />including, without �imitation, th� City. Neither the State of Minnesota, nor any paliticaI subdivision <br />thereof shall be obligated to pay the principal of or interest an this Note or other costs incident hereto <br />except o�t of Available T� Inerernent, and neither the full faith and credit nor the taxing power of the <br />State of Minnesota or any political subdivision there�i is pledged to i�e payment of the �rincipal of or <br />interest on this Note ar other cos#s incident hereto. <br />6. Registration and Transfer. This Note is issuable only as a fully registered note without <br />coupons. As pravided in tkie Resolution, and subject to certain limitations set far�h therein, this Note is <br />transferable upon the books of �he City k�pt for tlaat purpose at the principal office oi tha City <br />Administrator, by thc Owner hereof i� person or by such Owner's a�torney dul� authorized in writing, <br />upon surrender of this Note together with a written instrument of transfer satisfactory to the City, duly <br />executed by the Owner. Upon such transfer or exchange and the payment by the Owner of any tax, fee, <br />or governmental charge required by law to be �aaid by the City with respect to such transfer or exchange, <br />there will be issued in the name of the trans%ree a new Note of the same aggregate principal amount, <br />bearing inteeest a� the sam� rate and maturing on the same dates. <br />This Note shall not be transfe:rred to any person ather than an a�f'iliate, or other related entity, of <br />the Qwner unless the City has been provided with an opinion of oounsel or a certifcate of the fransferac, <br />i� a form satisfactory to the City, that such transfer is exerr�pt from registration and prospectus delivery <br />requirements of federal and applicable state securities laws. <br />IT IS HEREBY CERTIFI�D AND RECITED that all acts, conditions, and things required by the <br />Canstitution and (aws of the State of MinnesaYa to be done, to exist, to happen, and #o be per%rmed in <br />ogder �� make this Note a valid and binding limi�ed obliga#ion of the City accarding to its ter►ns, have <br />been done, do exist, have happened, and have been performecE in due form, time and manner as so <br />required. <br />378990vfi SJB AR200-10 C-5 <br />