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" The Principal Balance of this Note is subject to optional prepayment in whole or in part on , at the option of the Borrower and upon thirty (30) days I prior written notice by the Borrower to the City and the Lender, in inverse order of the principal repayments hereon, at a price of par plus accrued interest to the date of such prepayment. This Note is subject to mandatory redemption upon the occurrence of an Event of Default, upon the Borrower's fail- ure to comply with its obligations following a Casualty to the Project, upon the occurrence of certain transfers or encumbrances of the Project, and in the event that excess proceeds of this Note remain in the Construction Fund fol- lowing completion of the Project. Each such mandatory redemption shall be at a price of the Principal Balance of this Note and all accrued interest to the date of redemp- tion, except that a prior redemption arising due to the availability of excess Note proceeds shall be a redemption in part, to the extent of such proceeds. In the event of prepayment of this Note, and except as may be otherwise provided herein, the Lender shall apply any such prepayment against the accrued interest on the Princi- pal Balance and then against the Principal Balance, in , . (Rush Lake Road Project, Phase II Project)," dated as of the date of delivery thereof (the "Note"), issued as a fully registered Note without interest coupons in the principal amount of $2,500,000 pursuant to and in full conformity with Minnesota Statutes, Chapter 474 (the "Act"), and a reSOlu- tion of the City Council of the City, adopted on December 19, 1985 (the "Note ReSOlution"). The Note is equally and ratably secured, prior to the Conversion Date, by the Investment Agreement, and on and after the Conversion Date, by the Security Documents. The Note has been issued to provide funds to the Borrower to finance a portion of the cost of constructing a certain office/service facility in the City (the "Project") pursuant to the Agreement. All right, title, and interest of the Ci ty in the Agreement, except for the Ci ty' s rights to indemnif ication and reim- bursement of expenses, have been pledged to the Lender pur- suant to a Pledge Agreement, dated as of December 1, 1985 (the "Pledge Agreement"). The proceeds of the Note, pr ior to the Conversion Date, are required to be placed in the Escrow Fund established pursuant to the Investment Agree- ment, and thereafter, in the Construction Fund established pursuant to the Security Documents. :\ .- ~