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Agreement for an Event of Default as further set forth in paragraph 15 of this resolution. 4. Purpose. The Note shall provide funds to finance the project by reimbursing the Developer for its paYment of Public Redevelopment Costs. Pursuant to the Plan, certain tax increments derived from the Tax Increment District have been pledged to the paYment of the Note. The total cost of the Project, which shall include all costs enumerated in Minnesota Statutes, Section 475.65, is estimated to be at least equal to the amount of the Note. 5. Interest. The Note shall bear no interest. 6. No Redemption. The Note is not subject to redemption or prepaYment prior to its maturity. 7. Reqistration of Note. At the time of issuance and delivery of the Note, the officer of the City performing the functions of the Treasurer (the "Treasurer") shall register the Note in the name of the payee in a note register which he and his successors in office shall maintain for the purpose of register- ing the ownership of the Note. The Note shall be prepared for execution with an appropriate text and spaces for notation of registration. PaYment of principal installments, whether upon redemption or otherwise, made with respect to the Note, may be made to the registered holder thereof or to his, her or its legal representative, without presentation or surrender of the Note. 8. Form of Note. The Note, together with the Certificate of Registration thereon, shall be in substantially the form of Exhibit K to the Development Agreement, attached also as Exhibit K to this resolution. 9. Execution. The Note shall be executed on behalf of the City by the signatures of its Mayor and City Manager and be sealed with the seal of the City. In the event of disability or resignation or other absence of either such officer, the Note may be signed by the manual or facsimile signature of that officer who may act on behalf of such absent or disabled officer. In case either such officer whose signature or facsimile of whose signature shall appear on the Note shall cease to be such officer before the delivery of the Note, such signature or facsimile shall nevertheless be valid and sufficient for all purposes, the same as if he or she had remained in office until delivery. 10. Treatment of Registered Owner. The City may treat the person in whose name the Note is registered as the owner of the Note for the purpose of receiving paYment of principal of the Note and for all other purposes whatsoever whether or not the 343795.2 3