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172994853v4 <br /> <br /> <br /> 5 <br /> <br />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 /> <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