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The City's payment obligations under the Note shall be further conditioned on the fact that there shall not at the time have occurred and be continuing an Event of Default under the Development Agreement, and, further, if pursuant to the occur- rence of an Event of Default under the Development Agreement the City elects to terminate the Development Agreement, the City's debt or obligation under the Note shall be cancelled or reduced to the extent provided in Section 7.2(bì of the Development Agreement. The Note shall terminate in part, and part of its principal amount shall be cancelled, 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. Reference is hereby made to the provisions of the Development Agreement for a fuller statement of the obligations of the Developer and of the rights of the City thereunder, and said provisions are hereby incorporated by reference into this resolution to the same extent as though set out in full herein. 16. Certificate of Registration. The City Manager is hereby directed to file a certified copy of this resolution with the County Auditor of Ramsey County, Minnesota, together with such other information as he or she shall require, and to obtain the County Auditor's certificate that the Note has been entered in the County Auditor's Bond Register. 17. Development Agreement. The Development Agreement has been approved in a separate resolution. 18. Records and Certificates. The officers of the City are hereby authorized and directed to prepare and furnish to the Developer, and to the attorneys approving the legality of the issuance of the Note, certified copies of all proceedings and records of the City relating to the Note and to the financial condition and affairs of the City, and such other affidavits, certificates and information as are required to show the facts relating to the legality and marketability of the Note as the same appear from the books and records under their custody and control or as otherwise known to them, and all such certified copies, certificates and affidavits, including any heretofore furnished, shall be deemed representations of the City as to the facts recited therein. 19. Taxable Note. The City intends that none of payment due on the Note will be excluded from gross income for United States income tax purposes or from both gross income and taxable net income for State of Minnesota income tax purposes. 20. No Designation of Qualified Tax-Exempt Obligation. The Note, as a taxable obligation, may not be qualified as a 355863.2 6