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Resolution. This Noteand the interest hereon shall not be deemed to constitute a general <br />obligation of the State of Minnesota or any political subdivision thereof, including, without <br />limitation, the City. Neither the State of Minnesota, nor any political subdivision thereof shall be <br />obligated to pay the principal of or interest on this Note or other costs incident hereto except out <br />of Available Tax Increment, and neither the full faith and credit nor the taxing power of the State <br />of Minnesota or any political subdivision thereof is pledged to the payment of the principal of or <br />interest on this Note or other costs incident hereto. <br />9. Registration and Transfer. This Note is issuable only as a fully registered note <br />without coupons to one (1) Registered Owner. As provided in the Resolution, and subject to <br />certain limitations set forth therein, this Note is transferable upon the books of the City kept for <br />that purpose at the principal office of the City, by the Registered Owner hereof in person or by <br />such Registered Owners attorney duly authorized in writing, upon surrender of this Note <br />together with a written instrument of transfer satisfactory to the City, duly executed by the <br />Registered Owner. Upon such transfer or exchange and the payment by the Registered Owner of <br />any tax, fee, or governmental charge required to be paid by the City with respect to such transfer <br />or exchange, there will be issued in the name of the transferee a new Note of the same aggregate <br />principal amount, bearing interest at the same rate and maturing on the same dates. <br />This Note shall not be transferred to any person, . other than the Developer or any <br />guarantor of the principal and interest payments on the Note, unless the City has been provided <br />with an opinion of counsel or a certificate of the transferor, in a form satisfactory to the City, that <br />such transfer is exempt from registration and prospectus delivery requirements of federal and <br />applicable state securities laws. <br />10. Additional Obliag_tions. The City shall issue no obligation secured in whole or in <br />part by Available Tax Increment, unless the pledge to such obligation is subordinate to the <br />pledge to the Note issued under the Resolution, or the Registered Owner gives its written consent <br />to the issuance of such obligation. <br />IT IS HEREBY CERTIFIED AND RECITED that all acts, conditions, and things <br />required by the Constitution and laws of the State of Minnesota to be done, to exist, to happen, <br />and to be performed in order to make this Note a valid and binding limited obligation of the City <br />according to its terms, have been done, do exist, have happened, and have been performed in due <br />form, time and manner as so required. <br />(The remainder of this page is intentionally left blank.) <br />[I <br />