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of this Note from and after the Purehnse Date, flnd no defenses, ofl\ets or counterclaims available to the Ci ty or the BOl'rower's Ilrising out of snid Constl'lW-' tion Loan Agreement shall he valid or effective as Hg-uinst the indebtedness evidenced by this Note or against the then r'cgistercd owner hereof, its sueecssol'C; or assigns, all of said defenses, offsets and counterclaims being then waived insofar' as said indebtedness and said registered owner, its successors lHld assigns Hl'C concerned, Nothing herein shall affect or impair the obligation of the City to pay and any prior registered owner of this Note to collect /lny additional intercst whieh may have accrued hereunder prior to the Purehasc Date as II result of n Determination of Taxability as provided for Iler'ein, howcver', any such prior registered owner shall have no rights or remedies under the Mot'tgap.;e, LOlll1 Agreement, or Assignment nor in the Project or Pt'erniscs rerelTed to ther'ein. Notwithstanding anything to the contrar'y contained in this Note, this Note is subject to mandatory redemption at the end of the fifteenth (15th) LOHn Year' at part and accrued interest, provided however, the registered owner her'cof may waive such mandatory redemption upon thirty (30) days advance written notice to the City and the Borrowers. In the event that any installment required hereunder is not paid within ten (10) days after its due date, the City agrees to pay a lute charge of five (5%) percent of the unpaid installment payment to defray the costs of the registered owner incident to collecting such late payment solely from the l"eVenUes derived by the City from the Loan Agreement. This provision shall not be deemed to exeusc 11 late payment or be deemed a waiver of any other rights the r'egistered owner' may have including the right to declare the entire unpllid principal I1nd interest immediately due and payable, This Note is made pursuant to and shall be construed in accordance witll the laws of the State of Minnesota, The registered owner hereof may make a reasonable charge to eover the expense of changing its record of ownership, or the giving of inforITll1tion I'elating to the unpaid balance of this indebtedness, in connection with llny conveyance of the Premises covered by the Mortgage in accordance with the terms thereof Hnd 0(' this Note, The registered owner hereof may extend the times of payments of interest and/or principal of this Note without notice to or consent of any party liable hereon without releasing any such party, The City her'eby waives presentment for paym ent, demand, dishonor, protest, and notice of non-payment, dishonor' or' protest. As provided in the Note Resolution, this Note is transferable only by tile registered owner hereof in person or its duly appointed attor'ney by r'cgistl'[ltiol1 hereon and on the books of the City kept for that purpose at tile office of the City Clerk and upon surrender hereof together with 11 written instr'ulllent of transfer satisfactory to the City Clerk, duly executed by the r'cgistered owner or its duly authorized attot'ney, Upon such transfer the City Clerk will note the dnte of registration nnd the name provided therefor, The City m/-lY deem and tr'cat the person in whose name this Note is last registered upon the books of the City with such registration noted on the Note as the absolute owner Ilereof, for the purpose of receiving payment of or on account of the principal balance or any other' sums payable hereunder, and for all other purposes, and all such payments so made to the -4-