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THIS NOTE AND NO PROPERTY OR OTHER ASSET OF THE CITY, SAVE AND <br />EXCEPT THE ABOVE -REFERENCED PLEDGED TAX INCREMENTS, IS OR SHALL <br />BE A SOURCE OF PAYMENT OF THE CITY'S OBLIGATIONS HEREUNDER. <br />The Registered Owner shall never have or be deemed to have the right to compel any <br />exercise of any taxing power of the City or of any other public body, and neither the City nor any <br />person executing or registering this Note shall be liable personally hereon by reason of the issuance <br />or registration thereof or otherwise. <br />This Note is issued by the City in aid of financing a project pursuant to and in full <br />conformity with the Constitution and laws of the State of Minnesota, including the TIF Act. <br />This Note may be assigned only as provided in Section 5.3 of the Development Agreement <br />and subject to delivering to the City the Acknowledgment and Receipt of Note in the form included <br />in Exhibit 2. Additionally, in order to assign the Note, the assignee shall surrender the same to <br />the City either in exchange for a new fully registered note or for transfer of this Note on the <br />registration records maintained by the City for the Note. Each permitted assignee shall take this <br />Note subject to the foregoing conditions and subject to all provisions stated or referenced herein. <br />IT IS HEREBY CERTIFIED AND RECITED that all acts, conditions, and things required <br />by the Constitution and laws of the State of Minnesota to be done, to have happened, and to be <br />performed precedent to and in the issuance of this Note have been done, have happened, and have <br />been performed in regular and due form, time, and manner as required by law; and that this Note, <br />together with all other indebtedness of the City outstanding on the date hereof and on the date of <br />its actual issuance and delivery, does not cause the indebtedness of the City to exceed any <br />constitutional or statutory limitation thereon. <br />D-3 <br />EL185-70-769416.d7 <br />