7A Request from Presbyterian Homes for Conduit Financing

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prescribe, the City shall provide for the registration of transfers of ownership of tl�e Note. The Note shall be initially registered in the name oi the Lender and shall be transferable upon the Note Register by the Lender in person or by its agent duly authorized in writing, upon surrender o£ the Note togefher wzth a written instniment of transfer sa�tisfactoxy to the City Administirator, duly execut�d by tk�e Lender or its duly auihorized ag�nt. The following %rrn pf assignment shall be sufficient for said purpose. For value received k�ereby sells, assigns and transfers unto �he wiihin Note of the City of Arden Hills, Minnesota, and does hereby irrevocably constitute and appoint attorney to t�ansfez said Note on the books of said City with full power o�' substitution in the prenaises. The undersigned certifies that the transfer is made in accordance with the provisions of Section 2.9 of the Resolution authorizing the issuance of the Note. Dateci: Registered Owner Upon such transfer the Adminisirator shall no�e the date of registration and ti�e name and address of ihe new Lender in the applicable Note Register and in the registration b�ank appearing on the Note. 2.7 Mutilaied Lost ar Destro ed Noie. In case the Note issued hereunder shail become mutilated or be destroyed or lost, the City shall, if not then prohibited by law, cause to be executed and delivered, a new Nate of like outstanding principal arnount, number ar�d ienor in exchange and substitution for and upon canceliation of such mutilated Noie, or in Iieu of and in substitutian far such Note destroyed or lost, upon the Lender's paying ihe reasonable expenses and charges of the City in connection therewith, and in the case of a Note destrayed or lost, the filing wiih the City of evidence satisfactazy to the City with indemnity satisfactory to it. If the zr�utilated, destrayed or lost Note has aiready matured or been called for redemptian in accordance witl� its terms it shall not be necessary to issue a new Note pz-�or to paym�nt. 2.8 Qwnership of Note. TI�e City may deem and treat the persan in whose name ihe Note is last registered in the Note Register and by notatian on the Note whether or not such Note shall be ovardue, as the absolute owz�er of such Nate for t�e purpose af receiving paymen.t af ar on account oi the Pr�ncipal Balance, redemption price or inierest and for all other purpases whatsoever, and the City shail not be affected by any notice to the contx-ary. 2.9 Liznitation on Note Transfers. The Note wiil be issued to an "accredited investar" and without registration under sta#e or other securitzes laws, pursuant to an exemption for such issuance; and accordingly the Note may not be assigned or transferred in whole or paz-t, nor may a participation interest in the Note be given pursuant to any participation agreernent, except to another "accredited investor' or "financial institution" in accordance with an applicable exemption from such r�gistration requiremen�s and witli fixll and accurate disclosure of all rt�ateria� facts to ihe prospective purchaser(s) or transferee(s). 221U974v2 6