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2.05. Appointment of Initial Registrar. The Issuer hereby appoints <br /> American National Bank and Trust Company, in St. Paul Minnesota <br /> as the initial bond registrar, transfer agent and paying agent (the Registrar). The <br /> Mayor and the Manager are authorized to execute and deliver, on behalf of the <br /> Issuer, a contract with the Registrar. Upon merger or consolidation of the Registrar <br /> with another corporation, if the resulting corporation is a bank or trust company <br /> authorized by law to conduct such business, such corporation shall be authorized to <br /> act as successor Registrar. The Issuer agrees to pay the reasonable and customary <br /> charges of the Registrar for the services performed. The Issuer reserves the right to <br /> remove the Registrar upon thirty (30) days notice and upon the appointment of a <br /> successor Registrar, in which event the predecessor Registrar shall deliver all cash <br /> and Bonds in its possession to the successor Registrar and shall deliver the bond <br /> register to the successor Registrar. <br /> 2.06. Registration. The effect of registration and the rights and duties <br /> of the Issuer and the Registrar with respect thereto shall be as follows: <br /> (a) Register. The Registrar shall keep at its principal corporate trust <br /> office a bond register in which the Registrar shall provide for the registration <br /> of ownership of Bonds and the registration of transfers and exchanges of <br /> Bonds entitled to be registered, transferred or exchanged. <br /> • (b) Transfer of Bonds. Upon surrender for transfer of any Bond duly <br /> endorsed by the registered owner thereof or accompanied by a written <br /> instrument of transfer, in form satisfactory to the Registrar, duly executed by <br /> the registered owner thereof or by an attorney duly authorized by the <br /> registered owner in writing, the Registrar shall authenticate and deliver, in <br /> the name of the designated transferee or transferees, one or more new Bonds <br /> of a like aggregate principal amount and maturity, as requested by the <br /> transferor. The Registrar may, however, close the books for registration of <br /> any transfer after the fifteenth day of the month preceding each interest <br /> payment date and until such interest payment date. <br /> (c) Exchange of Bonds. Whenever any Bonds are surrendered by the <br /> registered owner for exchange the Registrar shall authenticate and deliver <br /> one or more new Bonds of a like aggregate principal amount and maturity, as <br /> requested by the registered owner or the owner's attorney in writing. <br /> (d) Cancellation. All Bonds surrendered upon any transfer or <br /> exchange shall be promptly cancelled by the Registrar and thereafter disposed <br /> of as directed by the Issuer. <br /> • -3- <br />