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principal of and interest on this Note and all other Increment Notes issued pursuant to the Redevelopment Agreement, the HRA shall apply the Available Tax Increment to this Note and all other Notes issued pursuant to the Redevelopment Agreement pro rata in proportion to principal and interest then due on each such Note. All payments made by the HRA on this Note shall be applied first to accrued interest and then to the principal amount of this Note. "Available Tax Increment" is defined as any tax increment derived by the HRA from the Development Property portion of the TIF District in any calendar year and remaining after the payment of any Administrative Expenses then due and owing. In the event that Available Tax Increment is not sufficient to pay when due the principal of and interest on this Note, the failure of the HRA to pay the principal of and interest on this Note then due shall not constitute a default hereunder. EXCEPT AS TO THE OBLIGATION TO MAKE PAYMENTS FROM THE TAX INCREMENT, THE NOTE IS NOT A DEBT OF TIIE HRA, THE CITY, OR THE STATE, AND NEITHER THE HRA, THE CITY, THE S"FATE NOR ANY POLITICAL SUBDIVISION THEREOF SHALL BE LIABLE ON THE NOTE, NOR SHALL THE NOTE BE PAYABLE OUT OF ANY FUNDS OR PROPERTIES OTHER THAN TAX INCREMENT. This Note may terminate and the IIRA's obligation to make any payments under this Note may be discharged and the HRA shall have no obligation and incur no liability to make any payments hereunder upon the occurrence of an Event of Default by the Developer under the Redevelopment Agreement. The outstanding principal balance due under this Note shall be subject to redemption and prepayment, in whole or in part, at the option of the HRA and, if redemption is in part, installments of principal shall be applied to reduce the principal to become due on this Note in inverse order of maturity, or, at the written direction of the HRA, pro rata from each maturity. The Developer shall never have or be deemed to have the right to compel any exercise of any taxing power of the I -IRA or the City of St. Anthony or any other public body, and neither the HRA nor the City, nor any director, commissioner, council member, board member, officer, employee or agent of the HRA or the City, nor any person executing or registering this Note shall be liable personally hereon by reason of the issuance or registration hereof or otherwise. THE I -IRA MAKES NO REPRESENTATION OR WARRANTY THAT THETAX INCREMENT WILL BE SUFFICIENT TO PAY THE PRINCIPAL OF AND INTEREST ON THIS NOTE. The Note shall not be assignable or transferable without the prior written consent of the HRA; provided, however, that such consent shall not be unreasonably withheld or delayed if. (a) the assignee or transferee delivers to the HRA a written instrument acknowledging the limited nature of the HRA's payment obligations under the Note, and (b) the assignee or transferee executes and delivers to the HRA a certificate, in form and substance satisfactory to the HRA, pursuant to which, among other things, such assignee or transferee represents (i) that the Note is being acquired for investment for such assignee's or transferee's own account, not as a nominee F-2