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of tl1is Note frol11 and nftcr' the Purl'hllSC Unte, nnd no defenses, offsets or eoulltcr(~lllil11s nvailn\)l(~ to t!)(~ City 0[' the notTOWcrs :wisin(; out of sHid Constl'llc- tiOIl LOIlIl t\greclllcnt shall he valid 01' effective HS ar,ainst the indebtedness evidenced by this Note or n[;llinst the then registered owner hereof, its successor's or assign::>, all of said defenses, offsets und counterclnims being then waived insofar as said inclcbtcclncs.s and said reg-istel'cd owner, its successor's and flssigns nl'e concerned. Nothing llcl'cin slwll affed or impair the obligation of the City to pny und any prior registered owner of tillS Note to collect any ndditional interest which may have Ilccr'\lcd hercune]cl' priot' to the Purchase Date as a result of n Detenninntion of Taxability ns provided fat' hct'ein, however, nny slIch pr'ior registered owner shall have no 1'lghts or remedies under the IVlol'tgnge, Loan Agl'ccm ent, or Assignment nor in the Project or Prcmises referred to therein. Notwithstnn(jing- anything to thE' contrary contained in this Note, the registered ownet' hcreof 5h:1]] have tlle rif~ht to call the entire balance of the outstl1ndinf~ pl'inriplll Ilnd JH'C'1'11Cd intel'est thCl'eon (hIe and payable at the end of the fifteenth (1;,tl1) LOlln YCIlI' by giving' wl'itten notice'thel'eof to the City nnd the Borrowers at least ninety (90) days prior thereto. No prepayment pr'cllliuln charge shall be due in the event tile registered owner llcreof exercises its right hereunder. In the event that JUlY installment required hereunder is not paid within ten (10) days after its due date, the City agr'ees to pay a late charge of five (596) percent of the unpaid installment payment to defray the costs of the l'cgistet'ed owner incident ~o collect.ing such late payment solely from the revenues derived by the City from the Loan i\greell1cnt. This provision shall not be deemed to excuse a late payment or be deemed a v:aiver of any other rights the rcgistcred owner may have including the rigllt to 'declare the entire unpaid principal and interest immediately due Hnd payable. '1'11 is Note is Ilwde pursuant to Hnd shull be construed in accordance with the laws of the State of Minnesota. TIle registered ownet' hereof may make a reasonable charge to cover the expense of clwnp;il1U: its recor'd of ownership, or the giving of information relating to the unpaid balance of this indebtedness, in connection with any conveyance of the Premises covered by the I\Jortgage in accordance witll the tel'ms thereof and of this Note. 'rhe registered ownet' hereof may extend the times of payments of interest and/or principal of this Note without notice to 01' consent of any P!:ll'ty liable hereon without releasing any sllch pmty. The City hereby waives presentment for payment, demand, dishonor, p['otest, and notice of non-'payment, dishonor or protest. As provided in the Note Resolution, this Note is transferable only by the registered owner hereof in pet'son or its duly appointed attorney by I'cgistration hercon and on the books of the City kept for that purpose at the office of the City Clerk and upon surrender her'cof together with a written instrument of transfer sutisf!:lctory to tile City Cler'k, duly executed by the registered owner or its duly uuthol'ized attorney. Upon such tr'ansfer tt1C City Clerk will note the date of l'egistl'ution and tile nHlllC pr'ovidcd therefol'. The City tlluy deem und tl'cnt tlle person in whosc naIlle this Note is last rep;istet'ed upon tile hooks of the City with such registra lion noted on tile Note as the ab:;olute owner' hereof, for tl1C purpose of rccf-iving pnyrncnL of 0[' on account of the p:,incipnl balance or uny other sums payable hereunder, and fo!' ell other purposesj and all such payments so made to the -t1.-