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The Payment Amounts due hereon shall be payable solely from the actual tax increments (the "Tax Increments ") from the Development Property (as defined in the Development Agreement) within the City's Tax Increment Financing District No. 5 -1 (the "Tax Increment District ") within its Development District No. 5 which are paid to the City and which the City is entitled to retain pursuant to the provisions of Minnesota Statutes, Sections 469.174 through 469.1799, as the same may be amended or supplemented from time to time (the "Tax Increment Act ") which are remitted or remaining after (a) the principal of and interest on the Bonds have been paid in full , (b) the City has fully reimbursed itself from Tax Increments for any difference bett weer- the-Phase -UI-[ Shock €a -Il-- anEi-- the_Phase I-I-_Deposit- AmountCityPhase IIIShortfall Amount and (c) payment of the Guaranty Note in full (the "Available Tax Increments "). The Tax Increment District includes properties other than the Development Property and Ramsey County remits Tax Increment to the City on the basis of the Captured Tax Capacity of the entire Tax Increment District. Notwithstanding that fact, for purposes of this Tax Increment Revenue Note, the City will calculate Tax Increment generated from the Development Property and improvements thereon as if the Development Property were the only property in the Tax Increment District so that the amount of Tax Increment will not be affected by changes in the value of or payment delinquencies with respect to other properties in the Tax Increment District. This Note shall terminate and be of no further force and effect following the earlier of (i) February 1, 2026 or such later date as the City receives Available Tax Increment as a result of the payment of real property taxes that were delinquent on February 1, 2026 (the "Final Payment Date ") or (ii) any date upon which the City shall have terminated the Development Agreement under Section 5.2(b) thereof, or (iii) on the date that all principal and interest payable hereunder shall have been paid in full or (iv) the date on which the Tax Increment District expires or is otherwise terminated (subject to Section 3.5 of the Development Agreement), whichever occurs earliest. This Note may be prepaid in whole or in part at any time without penalty. This Note is expressly subordinated to (a) the Bonds, (b) the reimbursement of any di ferenee - -between -the-Phase-Hi Shortfall - and - the - -Phis 111- Deposit -Amos ntOty Phase XII Shortfall Amount and (c) the Guaranty Note. The City makes no representation or covenant, express or implied, that the Available Tax Increments will be sufficient to pay, in whole or in part, the amounts which are or may become due and payable hereunder. The City's payment obligations hereunder shall be further conditioned on the fact that no Event of Default under the Development Agreement shall have occurred and be continuing at the time payment is otherwise due hereunder, but such unpaid amounts shall become payable, without interest accruing thereon in the meantime, if said Event of Default shall thereafter have been cured; and, further, if pursuant to the occurrence of an Event of Default under the Development Agreement the City elects to cancel and rescind the Development Agreement, the City shall have no further debt or obligation under this Note whatsoever. Reference is hereby made to all of the provisions of the Development Agreement, for a fuller statement of the rights and obligations of the City to pay the principal of this Note and the interest thereon, and said provisions are hereby incorporated into this Note as though set out in full herein. THIS NOTE IS A SPECIAL, LIMITED REVENUE OBLIGATION OF THE CITY AND IS PAYABLE BY THE CITY ONLY FROM THE SOURCES AND SUBJECT TO 2139197v6 Doe# 2561638 \9 E -2