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Payment Date aft�r the defauit is cured, unless the No#e has been tertninated in accardance wich Section 9.2(b} of the AgreEment. Available Tax lncrement shall also not include any Tax lncrement if, as of any Payment Date, there is an outstanding petition or clairn to reduce tl�e :market value of the Development Property as described in Section 6.2(b} o�' the Agreemen#; any amount of AvaiIable Tax Increment so withheld shall be paid, withaut interest on the withheld arr�ount, on ihe next Payment Date after resolutian of the tax petition or claim in accorda��ce with Section 6.2{h} of the Agreement. The City shall have no abligation to pay principal of and interest on this No�e on each Payment Date fram any source other than AvaiIable Tax Increment, and shal� have no obIigation to pay unpaid baIance of principaI or accrued interest that may remain after the Payment on the fnai Payment Date described in Section 1 hereof. 4. Prepavment. The principal sum ancE all accrued anierest payable u�der this Note is prepayable in who}e or in part at any time by the City without premiurr� or penalty, and is subject to deemed prepayment in accordance wit3� Section 3.8 of the Agreement. 5. Nature of Obli ation. This Note is one of an issue in the total principa] amount of $l,l �5,000 issued to aid in financing certain public development costs and adminisirative costs of a Project unde�#aken by the City pursuant ta Minnesota Statutes, Sectio�s 469.125 through 469.134, and is issued pursuant to the Agreement and an authorizing resolution (the "Resolution") duly adopted by the City on Decernber 13, 20] 0, and pursuant to and in full conformi#y with the Canstit�#ion and laws af the State of Minnesata, including Minnesota Staiutes, Sections 469.174 to 469.179, and the Special Laws. This Note is a]irr�ited obligation af the City which is payable solely from Available Tax Increment pledged to the payment hereof under the Resolution. This Note and the interest hereon shai} not be dee�ned to constitute a general obligation of the State of Minnesota or any political subdir�ision thereof, including, without limitation, the City. Neiiher the State of Minnesota, nor any political subdivision thereof shall be obligated to pay the principa} of or interest on this Note or other costs incide�at �ere#o except out of Available Tax Increment, and neither the full faith and credit nor the taxing power of the State of Minnesota or any po3itical subdivision thereof is pledge[� to the payment of the principal of or interest on this No#e or other costs incident hereto. 6. Registration and Tra�tsfer. This Note is issuable only as a fully registered note without coupons. As pro�ided in the Resolution, and subject to certain limitations set forth iherein, this Note is transferable upon the boaks af the City kept for that p�rpase at the principa] office of the City Administrator, by the Owner hereaf in person or by such Owner's attorney duly authorized in writing, upon surrender of this Note together with a written instru�tent of transfer satisiactory to the City, duly executed by the Owner. llpon s�ch transfer or exchange anc� the payment by the Owner of any tax, fee, or gavernmenta� charge required by law to be paid by the City with respect to such transfer or exchange, there wi�l be issued in the name af ihe transferee a r�ew Note of the same aggregate principal amount, bea�-ing interest at the same rate and maturing on the same daies. This Note shall not be transferred to a�y person other than a� affiliate, or other relatee� e��tity, of the Owner unless the City has been provided vvith an opinion of counsel or a certificate of the transferor, in a form satisfactory t� the City, that such transfer is exempt from registration and prospectus delivery requirements of federal and applicable state securities Iaws. 1T IS H�R�BY CERTIFIED AND RECITED that al] acts, conditions, and things required by the Constitution and laws of the State of Minnesota to be done, to exist, to happen, and to be performed in order to make this Note a valid and bindi�g iirYtited obligation of the City according to its terms, have been done, do exist, have happened, and have been performe� in due form, time and manner as so required. 378496v1fl SJE3 AR20D-10 C_s