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constitute a default hereunder as long as the EDA pays principal and interest hereon to the extent <br />of Available Tax Increment. The EDA will have no obligation to pay unpaid balance of <br />principal or accrued interest that may remain after the final Payment on February 1, 2050. <br />4. Optional Prepay. The principal sum and all accrued interest payable under <br />this Note is prepayable in whole or in part at any time by EDA without premium or penalty. No <br />partial prepayment will affect the amount or timing of any other regular payment otherwise <br />required to be made under this Note. <br />5. Termination. At the EDA's option, this Note will terminate and the EDA's <br />obligation to make any payments under this Note will be discharged upon the occurrence of an <br />Event of Default on the part of the Redeveloper as defined in Section 8.1 of the Agreement, but <br />only if the Event of Default has not been cured in accordance with Section 8.2 of the Agreement. <br />6. Nature of Obligation. This Note is a single note in the total principal amount of <br />$1,770,000 issued to aid in financing certain public redevelopment costs and administrative costs <br />of a Redevelopment Project undertaken by the EDA pursuant to Minnesota Statutes, Sections <br />469.001 through 469.047, as amended, and is issued pursuant to an authorizing resolution (the <br />"Resolution") duly adopted by the EDA on November 13, 2023, and pursuant to and in full <br />conformity with the Constitution and laws of the State of Minnesota, including Minnesota <br />Statutes, Sections 469.174 to 469.179, as amended. This Note is a limited obligation of the EDA <br />which is payable solely from Available Tax Increment pledged to the payment hereof under the <br />Resolution. This Note and the interest hereon will not be deemed to constitute a general <br />obligation of the State of Minnesota or any political subdivision thereof, including, without <br />limitation, the EDA or the city of Mounds View. Neither the State of Minnesota, nor any <br />political subdivision thereof will be obligated to pay the principal of or interest on this Note or <br />other costs incident hereto except out of Available Tax Increment, and neither the full faith and <br />credit nor the taxing power of the State of Minnesota or any political subdivision thereof is <br />pledged to the payment of the principal of or interest on this Note or other costs incident hereto. <br />7. Estimated Tax Increment Payments. Any estimates of Tax Increment prepared by <br />the EDA or its financial advisors in connection with the TIF District or the Agreement are for the <br />benefit of the EDA, and are not intended as representations on which the Owner may rely. <br />The EDA MAKES NO REPRESENTATION OR WARRANTY THAT THE <br />AVAILABLE TAX INCREMENT WILL BE SUFFICIENT TO PAY THE PRINCIPAL OF <br />AND INTEREST ON THIS NOTE. <br />8. Registration and Transfer. This Note is issuable only as a fully registered note <br />without coupons. As provided in the Resolution, and subject to certain limitations set forth <br />therein, this Note is transferable upon the books of the EDA kept for that purpose at the principal <br />office of the Executive Director of the EDA as Registrar, by the Owner hereof in person or by <br />the Owner's attorney duly authorized in writing, upon surrender of this Note together with a <br />written instrument of transfer satisfactory to the EDA, duly executed by the Owner. Upon the <br />transfer or exchange and the payment by the Owner of any tax, fee, or governmental charge <br />required to be paid by the EDA with respect to the transfer or exchange, there will be issued in <br />3 <br />MU205\52\914349.vl <br />