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A-3 <br />EL185\61\949053.v3 <br />This Note is issued by the City in aid of financing the Construction of certain Minimum <br />Improvements pursuant to and in full conformity with the Constitution and laws of the State of <br />Minnesota, including the TIF Act. <br />This Note may be assigned only with the consent of the City in accordance with the <br />Development Agreement. The Note may only be assigned if the assignee shall (i) execute and <br />deliver to the City the Acknowledgment Regarding TIF Note in the form included in Exhibit 1 <br />hereto and (ii) surrender this Note to the City either in exchange for a new fully registered Note <br />or for transfer of this Note on the registration records for the Note maintained by the City. Each <br />Registered Owner of this Note which assigns, transfers or otherwise grants any interest herein <br />agrees to comply with all applicable laws in so doing, including without limitation all applicable <br />state and federal registration and securities laws and regulations. Each permitted assignee shall <br />take this Note subject to the foregoing conditions and subject to all provisions stated or <br />referenced herein and the TIF Agreement. <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 have happened, <br />and to be performed precedent to and in the issuance of this Note have been done, have <br />happened, and have been performed in regular and due form, time, and manner as required by <br />law; and that this Note, together with all other indebtedness of the City outstanding on the date <br />hereof and on the date of its actual issuance and delivery, does not cause the indebtedness of the <br />City to exceed any constitutional or statutory limitation thereon. <br />IN WITNESS WHEREOF, the City of Elk River, Minnesota, by its City Council, has <br />caused this Note to be executed by the manual signatures of its Mayor and City Clerk and has <br />caused this Note to be dated as of __________________. <br />By_________________________________ <br />Its Mayor <br />By_________________________________ <br />Its City Clerk <br />Page 263 of 389