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entitled to retain pursuant to the provisions of Minnesota Statutes, Sections 469.174 through <br />469.1794, as the same may be amended or supplemented from time to time (the "Tax Increment <br />Act"). This Note shall terminate and be of no further force and effect following the last Payment <br />Date defined above, on any date upon which the City shall have terminated the Development <br />Agreement under Section 4.2(2) thereof or the Developer shall have terminated the Development <br />Agreement under Article V thereof, on the date the Tax Increment District is terminated, or on <br />the date that all principal payable hereunder shall have been paid in full, whichever occurs <br />earliest. <br />The City makes no representation or covenant, express or implied, that the Tax <br />Increments will be sufficient to pay, in whole or in part, the amounts which are or may become <br />due and payable hereunder. <br />The City's payment obligations hereunder shall be further conditioned on the fact that no <br />Event of Default under the Development Agreement shall have occurred and be continuing at the <br />time payment is otherwise due hereunder, but such unpaid amounts shall become payable if said <br />Event of Default shall thereafter have been cured; and, further, if pursuant to the occurrence of <br />an Event of Default under the Development Agreement the City elects to cancel and rescind the <br />Development Agreement, the City shall have no further debt or obligation under this Note <br />whatsoever. Reference is hereby made to all of the provisions of the Development Agreement, <br />including without limitation Section 3.2 thereof, for a fuller statement of the rights and <br />obligations of the City to pay the principal of this Note, and said provisions are hereby <br />incorporated into this Note as though set out in full herein. <br />This Note is a special, limited revenue obligation and not a general obligation of the City <br />and is payable by the City only from the sources and subject to the qualifications stated or <br />referenced herein. This Note is not a general obligation of the City and neither the full faith and <br />credit nor the taxing powers of the City are pledged to the payment of the principal of this Note <br />and no property or other asset of the City, save and except the above -referenced Tax Increments, <br />is or shall be a source of payment of the City's obligations hereunder. <br />This Note is issued by the City in aid of financing a project pursuant to and in full <br />conformity with the Constitution and laws of the State of Minnesota, including the Tax <br />Increment Act. <br />This Note may be assigned only with the consent of the City which consent shall not be <br />unreasonably withheld. In order to assign the Note, the assignee shall surrender the same to the <br />City either in exchange for a new fully registered note or for transfer of this Note on the <br />registration records for the Note maintained by the City. Each permitted assignee shall take this <br />Note subject to the foregoing conditions and subject to all provisions stated or referenced herein. <br />IT IS HEREBY CERTIFIED AND RECITED that all acts, conditions, and things <br />required by the Constitution and laws of the State of Minnesota to be done, to have happened, <br />and to be performed precedent to and in the issuance of this Note have been done, have <br />happened, and have been performed in regular and due form, time, and manner as required by <br />law; and that this Note, together with all other indebtedness of the City outstanding on the date <br />B-2 <br />7226735v1 <br />