Resolution 10257 - 2026/06/08 - Laserfiche WebLink

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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 Section 4(d) of the Resolution authorizing the issuance of the Note. Dated: Registered Owner Upon such transfer the City Finance Director shall note the date of registration and the name and address of the new holder thereof in the Note Register, and in the registration blank appearing on the Series B Note. (b) Mutilated, Lost or Destroyed Series B Note. In case a Series B Note issued hereunder shall become mutilated or be destroyed or lost, the City shall, if not then prohibited by law, cause to be executed and delivered, a new Series B Note, of like outstanding principal amount, number and tenor in exchange and substitution for and upon cancellation of such mutilated Series B Note, or in lieu of and in substitution for such Series B Note destroyed or lost, upon the Lender paying the reasonable expenses and charges of the City in connection therewith, and in the case of a Series B Note destroyed or lost, the filing with the City of evidence satisfactory to the City with indemnity satisfactory to it. If the mutilated, destroyed or lost Series B Note has already matured or been called for redemption in accordance with its terms it shall not be necessary to issue a new Series B Note, prior to payment. (c) Ownership of Series B Note. The City may deem and treat the person in whose name the Series B Note is last registered in the Note Register and by notation on the Series B Note, whether or not such Series B Note shall be overdue, as the absolute owner of such Series B Note, for the purpose of receiving payment of or on account of the principal thereof, redemption price or interest and for all other purposes whatsoever, and the City shall not be affected by any notice to the contrary. (d) Limitation on Series B Note Transfers. The Series B Note will be issued to either (i) a "qualified institutional buyer" as defined in Rule 144A promulgated under the 1933 Act, that purchases for its own account or for the account of a qualified institutional buyer, or (ii) an "accredited investor" as defined in Regulation D promulgated under the 1933 Act, that purchases for its own account and without registration under state or other securities laws, pursuant to an exemption for such issuance; and accordingly the Series B Note may not be assigned or transferred in whole or part, nor may a participation interest in the Series B Note be given pursuant to any participation agreement, except to another "qualified institutional buyer" or "accredited investor" in accordance with an applicable exemption from such registration requirements and with full and accurate disclosure of all material facts to the prospective purchaser(s) or transferee(s) and the Series B Note shall remain in a single denomination equal to the entire outstanding principal balance thereof and in accordance with Section 4(a) hereof. (e) Issuance of Replacement Series B Note. Subject to the provisions of Section 4(d), the City shall, at the request and expense of the Lender, issue a new Series B Note, in aggregate outstanding principal amount equal to that of such Series B Note, and of like tenor except as to number, principal amount, and the amount of the periodic installments payable thereunder, and 4 4933-6580-5482.2