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2.6 Registration of Transfer. The City will cause to be kept at the office of the City <br /> Administrator a Note Register in which, subject to such reasonable regulations as it may prescribe, <br /> the City shall provide for the registration of transfers of ownership of the Note. The Note shall be <br /> initially registered in the name of the Lender and shall be transferable upon the Note Register by <br /> the Lender in person or by its agent duly authorized in writing,upon surrender of the Note together <br /> with a written instrument of transfer satisfactory to the City Administrator, duly executed by the <br /> Lender or its duly authorized agent. The following form of assignment shall be sufficient for said <br /> purpose. <br /> For value received hereby sells, assigns and transfers unto <br /> the within Note of the City of Hugo, Minnesota, and does <br /> hereby irrevocably constitute and appoint attorney to <br /> transfer said Note on the books of said City with full power of substitution in the <br /> premises. The undersigned certifies that the transfer is made in accordance with <br /> the provisions of Section 2.9 of the Resolution authorizing the issuance of the Note. <br /> Dated: <br /> Registered Owner <br /> Upon such transfer the City Administrator shall note the date of registration and the name and <br /> address of the new Lender in the applicable Note Register and in the registration blank appearing <br /> on the Note. <br /> 2.7 Mutilated,Lost or Destroyed Note. In case the 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 and tenor in exchange and <br /> substitution for and upon cancellation of such mutilated Note, or in lieu of and in substitution for <br /> such Note destroyed or lost, upon the Lender's paying the reasonable expenses and charges of the <br /> City in connection therewith, and in the case of a Note destroyed or lost, the filing with the City <br /> of evidence satisfactory to the City with indemnity satisfactory to it. If the mutilated, destroyed <br /> or lost Note has already matured or been called for redemption in accordance with its terms it shall <br /> not be necessary to issue a new Note prior to payment. <br /> 2.8 Ownership of Note. The City may deem and treat the person in whose name the <br /> Note is last registered in the Note Register and by notation on the Note whether or not such Note <br /> shall be overdue, as the absolute owner of such Note for the purpose of receiving payment of or <br /> on account of the Principal Balance (as defined in the Loan Agreement), redemption price or <br /> interest and for all other purposes whatsoever, and the City shall not be affected by any notice to <br /> the contrary. <br /> 2.9 Limitation on Note Transfers. The Note will be issued to an "accredited investor" <br /> and without registration under state or other securities laws, pursuant to an exemption for such <br /> issuance; and accordingly the Note may not be assigned or transferred in whole or part,nor may a <br /> participation interest in the Note be given pursuant to any participation agreement, except to <br /> another"accredited investor" or"financial institution" in accordance with an applicable exemption <br /> 5 <br />