Resolution 05-EDA207 - Laserfiche WebLink

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. . . amended or supplemented fi.om time to time (the "Tax Increment Act"). This Note shall tenninute and be of no further force and effect at the earlier of (i) the date following the last Note Payment Date defined above, (ii) on any date upon which the Authority shall have terminated the Development Agreement under Section 4.2(b) thereof, or (iii) on the date that all principal and interest payable hereunder shall have been paid in full. The Authority makes no representation or covenant, express or implied, that the Tax Increments will be sufficient to pay, in whole or in pal1, the amounts which are or may become due and payable hereunder. The Authority's payment obligations hereunder shall be further conditioned on the fact that no Event of Default under the Development Agreement shall have OCCUlTed and be continuing at the time payment is otherwise due hereunder, but such unpaid amounts shall become payable, without interest accming 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 Authority elects to cancel and rescind the Development Agreement, the Authority shall have no further debt or obligation under this Note whatsoever. Reference is hereby made to all of the provisions of the Development Agreement, including without limitation Section 3.2 thereof, for a fuller statement of the rights and obligations of the Authority 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 and not a general obligation of the Authority and is payable by the Authority only from the sources and subject to the qualifications stated or referenced herein. This Note is not a general obligation of the Authority, and neither the full faith and credit nor the taxing powers of the Authority are pledged to the payment of thc principal of or interest on this Note and no prope11y or other asset of the Authority, save and except the above-referenced Tax Increments or shall be a source of payment of the Authority's obligations hereunder. This Note is issued by the Authority in aid of financing a project pursuant to and in full conformity with the Constitution and laws of the State of Milmesota, including the Tax Increment Act. This Note may be assigned only with the consent of the Authority. In order to assign the Note, the assignee shall surrender the same to the Authority either in exchange for a new fully registered note or for transfer of this Note on the registration records for the Note maintained by the Authority. Each pennitted assignee shall take this Note subject to the foregoing conditions and subject to all provisions stated or referenced herein. IT IS HEREBY CERTIFIED AND RECITED that all acts, conditions, and things required by the Constitution and laws of the State of Millilesota to be done, to have happened, and to be performed precedent to and in the issuance of this Note have been done, have happened, and have been perfonned in regular and due fon11, time, and manner as required by law; and that this Note, together with all other indebtedness of the Authority outstanding on the date hereof and on the date of its actual issuance and delivery, does not cause the indebtedness of the Authority to exceed any constitutional or statutory limitation thereon. 1796750vl C-2