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termination of the Tax Increment District, on any date upon which the City shall have terminated <br />the Development Agreement under Section 4.2(2) thereof or the Developer shall have terminated <br />the Development Agreement under Article V thereof, or on the date that all principal and interest <br />payable hereunder shall have been paid in full, whichever occurs earliest. <br />The City makes no representation or covenant, expressed 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, without <br />interest accruing thereon in the meantime, if said Event of Default shall thereafterhave been cured; <br />and, further, if pursuant to the occurrence of an Event of Default under the Development <br />Agreement the City elects to cancel and rescind the Development Agreement, the City shall have <br />no further debt or obligation under this Note whatsoever. Reference is hereby made to all of the <br />provisions of the Development Agreement, including without limitation Section 3.3 thereof, for a <br />fuller statement of the rights and obligations of the City to pay the principal of this Note, and said <br />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, conditioned or delayed. In order to assign the Note, the assignee shall <br />surrender the same to the City either in exchange for a new fully registered note or for transfer of <br />this Note on the registration records for the Note maintained by the City. Each permitted assignee <br />shall take this Note subject to the foregoing conditions and subject to all provisions stated or <br />referenced herein. <br />IT IS HEREBY CERTIFIED AND RECI 1ED 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 />B-2 <br />176531970v1 <br />