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Date defined above, on any date upon which the City shall have terminated the TIF Agreement <br />under Section 4.2(2) thereof or the Developer shall have terminated the TIF Agreement under <br />Article V thereof, on the date the Tax Increment District is terminated, or on the date that all <br />principal payable hereunder shall have been paid in full, whichever occurs earliest. <br />The City makes no representation or covenant, express or implied, that the Tax Increments <br />will be sufficient to pay, in whole or in part, the amounts which are or may become due and payable <br />hereunder. <br />The City's payment obligations hereunder shall be further conditioned on the fact that no <br />Event of Default under the TIF Agreement shall have occurred and be continuing at the time <br />payment is otherwise due hereunder, but such unpaid amounts shall become payable if said Event <br />of Default shall thereafter have been cured; and, further, if pursuant to the occurrence of an Event <br />of Default under the TIF Agreement the City elects to cancel and rescind the TIF Agreement, the <br />City shall have no further debt or obligation under this Note whatsoever. Reference is hereby <br />made to all of the provisions of the TIF Agreement, including without limitation Section 3.2 <br />thereof, for a fuller statement of the rights and obligations of the City to pay the principal of this <br />Note, and said provisions are hereby 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 Increment <br />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 registration <br />records for the Note maintained by the City. Each permitted assignee shall take this Note subject <br />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 required <br />by the Constitution and laws of the State of Minnesota to be done, to have happened, and to be <br />performed precedent to and in the issuance of this Note have been done, have happened, and have <br />been performed in regular and due form, time, and manner as required by law; and that this Note, <br />together with all other indebtedness of the City outstanding on the date hereof and on the date of <br />its actual issuance and delivery, does not cause the indebtedness of the City to exceed any <br />constitutional or statutory limitation thereon. <br />IN WITNESS WHEREOF, City of Ramsey, Minnesota, by its City Council, has caused <br />this Note to be executed by the manual signatures of its Mayor and City Administrator and has <br />caused this Note to be dated as of , 20 . <br />B-2 <br />8328812v2 <br />