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Resolution 9575 Lender and dated as of the date of delivery of the Note, between the Borrower (or its general partner) and the Lender, (the "Loan Purchase Agreement"), or the Security Documents. The sale of the Note to the Lender at a purchase price equal to its stated amount is hereby accepted. 2.2 The Note. The Note shall be dated as of the date of delivery to the Lender, shall be payable at the times and in the manner and shall be subject to such other terms and conditions as are set forth therein. 2.3 Execution of Note. The Note shall be executed on behalf of the City by the Authorized Officers. In case any Authorized Officer whose signature shall appear on the Note shall cease to be such officer before the delivery of the Note, such signature shall nevertheless be valid and sufficient for all purposes, the same as if such signatory had remained in office until delivery. In the event of the absence or disability of any Authorized Officers, such officer(s) of the City as, in the opinion of the City Attorney, may act in their behalf, shall without further act or authorization of the Council execute and deliver the Note. 2.4 Disposition of the Proceeds of the Note. Upon delivery of the Note to the Lender, the Lender shall, on behalf of the City, disburse the purchase price thereof for payment of Project costs in accordance with the terms of the Loan Agreement, any Disbursing Agreement and any Loan Purchase Agreement. 2.5 Registration of Transfer. The City will cause to be kept at the office of the City Administrator of the City a Note Register for the Note in which, subject to such reasonable regulations as it may prescribe, the City shall provide for the registration of transfers of ownership of the Note. The Note shall be initially registered in the name of the Lender and, subject to the limitations on transfer provided herein, shall be transferable upon the Note Register for such Note by the Lender in person or by its agent duly authorized in writing, upon surrender of such Note together with a written instrument of transfer satisfactory to the City Administrator of the City, duly executed by the Lender or its duly authorized agent. The City will require, as a precondition to any transfer, that the transferee provide to the City an investor letter or certification in a form satisfactory to the City and other evidence satisfactory to the City that the transferee is a financial institution or other accredited investor under the securities laws. The following form of assignment shall be sufficient for purposes of assigning the Note. For value received hereby sells, assigns and transfers unto the attached Note of the City of Mounds View, Minnesota, and does hereby irrevocably constitute and appoint attorney to transfer said Note on the books of said City, with full power of substitution in the premises. The undersigned certifies that the transfer is made in accordance with the provisions of Sections 2.5, 2.7 and 2.8 of the Resolution authorizing the issuance of the Note. Dated: Registered Owner MU210-289-787665.v1 5