|
without releasing any such party from such liability and whether or not as a result thereof the interest on
<br />the Note is no longer excludable from gross income for federal tax purposes or is not longer excludable
<br />from net taxable income for State of Minnesota income tax purposes.
<br />10. Upon a Determination of Taxability, as defined in the Series 2012B Loan Agreement, the
<br />interest rate per annum on this Note for interest accruing from the Date of Taxability, as defined in the
<br />Series 2012B Loan Agreement, shall be adjusted to an interest rate per annum equal to the then current
<br />rate of interest payable hereunder divided by 0.67 (the "Taxable Rate"). Any interest accruing from the
<br />Date of Taxability which is retroactively due as a result of the interest rate adjustment shall be payable on
<br />the first day of the following month along with regularly -scheduled principal payment and interest
<br />accruing from the previous payment date at the Taxable Rate, If applicable, the interest rate shall
<br />thereafter be adjusted on each Adjustment Date to the Taxable Rate in effect on such date. All such
<br />adjustments to the interest rate shall be made and become effective as of such Adjustment Date, as
<br />applicable, and the interest rate as adjusted shall remain in effect through and including the day
<br />immediately preceding the following Adjustment Date or through and including the Maturity Date, as
<br />applicable.
<br />11. As provided in the Resolutions and subject to certain limitations set forth therein, this
<br />Note is only transferable upon the books of the City at the office of the City Administrator, by the Lender
<br />in person or by its agent duly authorized in writing, at the Lender's expense, upon surrender hereof
<br />together with a written instrument of transfer satisfactory to the City Administrator, duly executed by the
<br />Lender or its duly authorized agent. Upon such transfer the City Administrator will note the date of
<br />registration and the name and address of the new registered owner in the registration blank appearing
<br />below. The City inay deem and treat the person in whose name this Note is last registered upon the books
<br />of the City with such registration noted on the Note, as the absolute owner hereof, whether or not
<br />overdue, for the purpose of receiving payment of or on the account of the Principal Balance, redemption
<br />price, or interest, and for all other purposes, and all such payments so made to the Lender or upon the
<br />order of the Lender shall be valid and effective to satisfy and discharge the liability upon this Note to the
<br />extent of the sum or sums so paid, and the City shall not be affected by any notice to the contrary.
<br />12. All of the agreements, conditions, covenants, provisions, and stipulations contained. in the
<br />Resolutions, the Series 2012B Loan Agreement, the Assignment of Loan Agreement, dated as of
<br />January 1, 2012 (the "Assignment of Loan Agreement"), between the City, the Lender, and the Borrower,
<br />the First Mortgage, and the Assignment of Mortgage are hereby made a part of this Note to the same
<br />extent and with the same force and effect as Willey were fully set forth herein.
<br />13. This Note and the interest hereon and any service charge or premium, if any, due
<br />hereunder are payable solely from the revenues and proceeds derived from the Series 2012B Loan
<br />Agreement, the Assignment of Loan Agreement, the First Mortgage, and the Assignment of Mortgage,
<br />and do not constitute a general or moral obligation of the City and do not constitute a debt of the City
<br />within the meaning of any constitutional or statutory limitation, are not payable from or a charge upon
<br />any funds other than the revenues and proceeds pledged to the payment thereof, and do not give rise to a
<br />pecuniary liability of the City or any of its officers, agents, or employees, and no holder of this Note shall
<br />ever have the right to compel any exercise of the taxing power of the City to pay this Note or the interest
<br />thereon, or to enforce payment thereof against any property of the City, and this Note does not constitute
<br />a charge, lien or encumbrance, legal or equitable, upon any property of the City, and the agreement of the
<br />City to perform or cause the performance of the covenants and other provisions herein referred to shall be
<br />subject at all times to the availability of revenues or other funds furnished for such purpose in accordance
<br />with the Series 2012B Loan Agreement, sufficient to pay all costs of such performance or the
<br />enforcement thereof.
<br />-3-
<br />
|