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Agreement for an Event of Default as further set forth in paragraph 15 of this resolution. The Note shall terminate in part to the extent provided in Section 4.3 of the Development Agreement for parcels repurchased by the City on which construction of Parts II and III Minimum Improvements has not commenced by January 2, 2001, 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 as further specified below. 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. Reàemption. The ClCY may at its option at any time prepay in whole or in part the principal amount of the Note at par. 7. Reqistration of Note. The Note may be assigned only with the consent of the City. In order to assign the Note, the assignee shall surrender the same to the City either In exchange for a new fully registered note or for transfer of the Note on the registration records for the Note maintained by the City. Each permitted assignee shall take the Note subject to the foregoing conditions and subject to all provisions stated or referenced therein. 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 registering the ownership of the Nûtee The Nûte 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. B. 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 355863.2 3