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This Note is issued pursuant to and in full compliance with the Constitution and laws of the State of Minnesota, particularly Minnesota Statutes, Sections 469.152 through 469. 1651, and pursuant to a resolution of the City Council duly adopted on November 8, 1999 (the "Resolution"). This Note is a limited obligation ofthe City payable solely from payments derived pursuant to the Loan Agreement, the Mortgage and from the property which secures payment of this Note. This Note and the interest hereon will never constitute a debt of the City within the meaning of any constitutional provision or statutory limitation and will never constitute or give rise to a pecuniary liability or a general or moral obligation of the City or a charge against its general credit or taxing powers. This Note does not constitute a charge, lien, or encumbrance, legal or equitable, upon any property of the City, except revenues under the Loan Agreement and the City's interest in the Mortgage, and the agreement of the City to perform or cause the performance of the covenants and other provisions herein referred to is subject at all times to the availability of revenues from the Loan Agreement and the Mortgage sufficient to pay all costs of such performance or the enforcement thereof. As in the case of this Note, the obligation of the City to pay any interest on the Note, the Tax Loss Amount and any penalty for late payments is a special limited obligation payable solely from payments derived pursuant to the Loan Agreement, the Mortgage and from property which secures payment of this Note. As provided in the Resolution and subject to certain limitations set forth therein this Note is transferable upon the books ofthe City at the office ofthe Manager, by the registered Holder in person or by its attorney duly authorized in writing, upon surrender hereof together with a written instrument of transfer satisfactory to the Manager, duly executed by the registered Holder or its duly authorized attorney. Upon such transfers the Manager will note the date of registration and the name and address of the newly registered Holder in the registration blank appearing below. Alternatively, the Manager will, at the request of the registered Holder, issue a new note in an aggregate principal amount equal to the unpaid principal balance of this Note, and of like tenor except as to number and principal amount, and registered in the name of the registered Holder. The Manager may deem and treat the person in whose name this Note is last registered upon the books of the Manager, with such registration noted on the Note, as the absolute owner hereof for the purpose of receiving payment of or on account of the principal balance, prepayment price, or interest and for all other purposes; all such payments so made to the registered Holder or upon its order will be valid and effectual to satisfy and discharge the liability upon this Note to the extent of the sum or sums so paid, and the Manager will not be affected by any notice to the contrary. All of the agreements, conditions. covenants, provIsIOns and stipulations contained in the Resolution, the Loan Agreement and the Mortgage are hereby made a part of this Note to the same extent and with the same force and effect as if they were fully set forth herein. The City has assigned and granted to the Holder a security interest in all of the City's right, title, and interest in the Loan Agreement (except the City's rights to payment under Sections 3.03. 4.03,6.04 and 7.06 thereof and enforcement and other rights under 6.08 thereof). The City has additionally assigned its interest in the Mortgage to the Holder. 1096613.2 B-4