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administering, supplementing or amending the loan evidenced by this Note and the Development <br />Assistance Agreement. All payments required pursuant to this Section shall be due and payable upon <br />delivery the Lender of an invoice therefor to the Developer, and any unpaid amounts shall be added to the <br />principal amount of the Note and accrue interest after 30 days of nonpayment. <br />9. Except as otherwise provided in this Note, the Development Assistance Agreement and <br />the Security Documents, the Developer hereby (a) waives demand, presentment for payment, notice of <br />nonpayment, protest, notice of protest, and all other notice; (b) agrees to any substitution, exchange, <br />addition, or release of any parry or person primarily or secondarily liable hereon; and (c) agrees that City <br />shall not be required first to institute any suit or to exhaust its remedies against the Developer or any other <br />person or parry in order to enforce payment of this Note. <br />10. If any term of this Note, or the application thereof to any person or circumstances shall, <br />to any extent, be invalid or unenforceable, the remainder of this Note, or the application of such term to <br />persons or circumstances other than those to which it is invalid or unenforceable shall not be affected <br />thereby, and each term of this Note shall be valid and enforceable to the fullest extent permitted by law. <br />11. Upon the occurrence of an Event of Default or any time thereafter, the City shall have the <br />right of setoff on any and all amounts due under this Note by the Developer to the City against any <br />indebtedness or obligation of the City to the Developer. <br />12. The outstanding principal balance of this Note, accrued interest thereon, and all other <br />amounts due hereon shall, at the option of the City, become immediately due and payable, upon the <br />occurrence of an Event of Default, or at any time thereafter. Failure to exercise the option provided <br />herein shall not constitute a waiver of the right to exercise the same subsequently or in the event of any <br />subsequent Event of Default. <br />13. It is intended that this Note is made with reference to and shall be construed as a <br />Minnesota contract and governed by the laws thereof. <br />14. IT IS HEREBY CERTIFIED AND RECITED that all conditions, acts, and things <br />required to exist, happen, and be performed precedent to or in the issuance of this Note do exist, have <br />happened, and have been performed in regular and due form as required by law. <br />M. <br />EL185\77\951254.v6 <br />Page 326 of 372 <br />