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8333721v2
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<br />over the remaining term of the Note measured from _______ __, 2019. Payments shall be
<br />applied first to amounts which are neither principal nor interest, next to interest due on the
<br />Principal Balance, and, thereafter, to reduction of the Principal Balance. Interest shall be
<br />computed on the basis of a 360 day year, actual days elapsed.
<br />[TO COME – INTEREST RATE ADJUSTMENT IF CORPORATE TAX RATES
<br />GO DOWN]
<br />Upon an "Event of Default" as defined in the Loan Agreement and the exercise by the
<br />Lender of certain rights thereunder, this Note shall bear a default rate of interest that is 5% per
<br />annum over the interest rate otherwise applicable hereto, as provided in Section 6.7 of the Loan
<br />Agreement. This Note is subject to acceleration of maturity upon an "Event of Default" as
<br />defined in the Loan Agreement.
<br />2. In any event, the payments hereunder shall be sufficient to pay all principal and
<br />interest due, as such principal and interest becomes due, and to pay any premium or service
<br />charge, at maturity, upon prepayment, or otherwise.
<br />3. Principal and interest and premium, if any, due hereunder shall be payable at the
<br />principal office of the Lender, or at such other place as the Lender may designate in writing.
<br />4. This Note is issued by the City to provide funds pursuant to a Loan Agreement
<br />dated as of the date hereof (the "Loan Agreement") by and between the City and Saint Paul
<br />Academy and Summit School, a Minnesota nonprofit corporation and 501(c)(3) organization (the
<br />"Borrower"), for refinancing in part, the acquisition, construction, and improvement of certain
<br />school facilities of the Borrower, including facilities located on the campus of the Borrower at
<br />Dunlap and Goodrich and at Randolph and Davern in the City of St. Paul, Minnesota, by
<br />refunding, in part the Housing and Redevelopment Authority of the City of Saint Paul,
<br />Minnesota $14,750,000 Educational Facilities Revenue Refunding Bonds, Series 2007 (Saint
<br />Paul Academy and Summit School Project) (the "Prior Bonds"). This Note is further issued
<br />pursuant to and in full compliance with the Constitution and laws of the State of Minnesota,
<br />particularly Minnesota Statutes, Section 469.152 to 469.165, and pursuant to a resolution of the
<br />City Council of the City duly adopted on June 14, 2017 (the "Resolution").
<br />5. This Note is secured by a Pledge Agreement dated as of the date hereof between
<br />the City and the Lender (the "Pledge Agreement") and is further secured by certain other
<br />assignments, security agreements, guaranties, financing statements, and other instruments
<br />evidencing or securing the Loan as may be required by the Lender.
<br />6. The City, for itself, its successors and assigns, hereby waives demand,
<br />presentment, protest and notice of dishonor; and to the extent permitted by law, the Lender may
<br />extend interest and/or principal of or any service charge or premium due on this Note, including
<br />the Final Maturity Date, or release any part or parts of the property and interest subject to the
<br />Mortgage or to any other security document from the same, all without notice to or consent of
<br />any party liable hereon or thereon and without releasing any such party from such liability and
<br />whether or not as a result thereof the interest on the Note is no longer exempt from the federal or
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