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1.08 Registration of Transfer. The City will cause to be kept at the office of the City <br />Administrator a Note Register for each Note in which, subject to such reasonable regulations as it <br />may prescribe, the City shall provide for the registration of transfers of ownership of such Note. <br />Each Note shall be initially registered in the name of the Lender and, subject to Section 1.11, shall <br />be transferable upon the applicable Note Register for such Note by the Lender in person or by its <br />agent duly authorized in writing, upon surrender of such Note together with a written instrument <br />of transfer satisfactory to the City Administrator, duly executed by the Lender or its duly <br />authorized agent. The following form of assignment shall be sufficient for said purpose. <br />For value received hereby sells, assigns and transfers unto <br />the within Note of the City of Mounds View, Minnesota, and does hereby <br />irrevocably constitute and appoint attorney to transfer said Note on the <br />books of said City with full power of substitution in the premises. The undersigned certifies that <br />the transfer is made in accordance with the provisions of Sections 1.08 through 1.11 of the <br />Resolution authorizing the issuance of the Note. <br />Dated: <br />By: <br />Registered Owner <br />Upon such transfer the City Administrator shall note the date of registration and the name <br />and address of the new Lender in the applicable Note Register and in the registration blank <br />appearing on such Note; subject to receipt of a purchaser letter or certification as required by <br />Section 1.11 hereof. <br />1.9 Mutilated, Lost or Destroyed Note. In case a Note issued hereunder shall become <br />mutilated or be destroyed or lost, the City shall, if not then prohibited by law, cause to be executed <br />and delivered, a new Note of like outstanding principal amount, number, series and tenor in <br />exchange and substitution for and upon cancellation of such mutilated Note, or in lieu of and in <br />substitution for such Note destroyed or lost, upon the payment by the Lender of the reasonable <br />expenses and charges of the City in connection therewith, and in the case of a Note destroyed or <br />lost, the filing with the City of evidence satisfactory to the City with indemnity satisfactory to it. <br />If the mutilated, destroyed or lost Note has already matured or been called for redemption in <br />accordance with its terms it shall not be necessary to issue a new Note prior to payment. <br />1.10 Ownership of Notes. The City may deem and treat the person in whose name the <br />Notes are last registered in the applicable Note Register for such Note and by notation on such <br />Note whether or not such Note shall be overdue, as the absolute owner of such Note for the purpose <br />of receiving payment of or on account of the principal balance, redemption price or interest and <br />for all other purposes whatsoever, and the City shall not be affected by any notice to the contrary. <br />1.11 Limitation on Note Transfers. The Notes shall be issued to a "qualified institutional <br />buyer" or an "accredited investor" (i.e. the Lender) and without registration under state or other <br />securities laws, pursuant to an exemption for such issuance; and accordingly the Notes may not be <br />assigned or transferred in whole or part, nor may a participation interest in the Notes be given <br />pursuant to any participation agreement, except to another "qualified institutional buyer" or <br />"accredited investor" in accordance with an applicable exemption from such registration <br />6 <br />SA130\288\879898.v3 <br />