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172982028v5
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<br />3037 Bunker Lake Blvd NW in the City of Andover, Minnesota for the purpose of the expansion
<br />and continued operation of an approximately 145,000 square foot pre-K–12 private school facility
<br />[including classrooms, administrative offices, and other spaces]; and (ii) paying all or a portion of
<br />the costs of issuance (collectively, the “Project”). This Note is further issued pursuant to and in
<br />full compliance with the Constitution and laws of the State of Minnesota, particularly Minnesota
<br />Statutes, Sections 469.152 to 469.165, and pursuant to a resolution of the City Council of the City
<br />duly adopted on July 7, 2025 (the “Resolution”).
<br />5. Security for Note. This Note is secured by a Pledge Agreement dated as of the date
<br />hereof between the City and the Lender (the “Pledge Agreement”) and is further secured by a
<br />Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Financing Statement,
<br />dated as of the date hereof between the Borrower, as mortgagor, and the Lender, as mortgagee (the
<br />“Mortgage”), and certain other assignments, security agreements, guaranties, financing statements,
<br />and other instruments evidencing or securing the loan as may be required by the Lender.
<br />6. City Waivers; Limitation on Extension of Final Maturity Date. The City, for itself,
<br />its successors and assigns, hereby waives demand, presentment, protest and notice of dishonor;
<br />and to the extent permitted by law, the Lender may extend interest and/or principal of or any
<br />service charge or premium due on this Note, including the Final Maturity Date, or release any part
<br />or parts of the property and interest subject to the Mortgage or to any other security document from
<br />the same, all without notice to or consent of any party liable hereon or thereon and without
<br />releasing any such party from such liability and whether or not as a result thereof the interest on
<br />this Note is no longer exempt from the federal or state income tax. In no event, however, may the
<br />Final Maturity Date of this Note be extended beyond 30 years from the date hereof.
<br />7. Prepayment. This Note is subject to prepayment in immediately available funds on
<br />any date at the option of the Borrower, in whole or in part by paying principal, interest and
<br />premium, if any, then due, as provided in Section 5.1 of the Loan Agreement and this Note. To
<br />exercise this option, the Borrower must give written notice in the name of the City to the Lender
<br />or its successor in ownership of this Note (a “Holder”) not less than 30 days prior to the date fixed
<br />for prepayment; provided that the Holder may waive or provide alternative notice requirements.
<br />The prepayment price is equal to the outstanding principal amount of this Note to be prepaid plus
<br />accrued interest plus a premium, if any, as provided in Section 5.1 of the Loan Agreement. At the
<br />date fixed for prepayment, funds must be paid to the Holder at its registered address.
<br />In the event of any partial prepayment of this Note, the Lender shall apply any such
<br />prepayment against the accrued interest on the Principal Balance and then against the outstanding
<br />principal amount of this Note. Except as provided in the preceding paragraph, the monthly
<br />payments due under Paragraph 3 hereof, shall continue to be due and payable in full until the entire
<br />Principal Balance, accrued interest and any premium due on this Note have been paid.
<br />8. Determination of Taxability; Taxable Rate. Upon a Determination of Taxability, as
<br />defined in the Loan Agreement, this Note shall convert to a taxable obligation and the interest rate
<br />for interest accruing from the Date of Taxability, as defined in the Loan Agreement, shall be
<br />adjusted to an interest rate per annum equal to the then current Taxable Rate. “Taxable Rate” is
<br />defined as follows: the rate then in effect divided by .70. Any interest accruing from the Date of
<br />Taxability which is retroactively due as a result of the interest rate adjustment shall be payable on
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