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<br />(ii) the Pledge Agreement; <br />(iii) the Mortgage; <br />(iv) the Security Agreement; <br />(v) the Guaranty; <br />(vi) the Assigmnent; <br /> <br />(h) an opinion of Counsel for the Borrower as prescribed by the Lender and <br />Bond Counsel; <br /> <br />(c) the opinion of Bond Counsel as to the validity and tax exempt status of the <br /> <br />Notes; <br /> <br />(d) a 501(c)(3) dctcrmination lcttcr from the lnternal Revenue Service <br />evidencing that the Borrower is exempt from income taxation under Section 501(c)(3) of <br />the Code; <br /> <br />(e) such other documents and opmions as Bond Counsel may reasonably <br />rcquire for purposes of rendering its opinion required in subsection (c) above or that the <br />Lender may reasonably require for the closing. <br /> <br />2.5 Disposition of Note Proceeds. Upon delivery of the Notes to Lender, the Lender <br />shall, on behalf of the City, disburse the proceeds of the Notes for payment of Project Costs in <br />accordance with the terms of the Loan Agreement. <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 <br />prescribe, the City shall provide for thc rcgistration of transfers of ownership of the Notes. The <br />Notes shall be initially rcgistered in the name of the Lender and shall bc transferable upon the <br />Note Register by the Lender in person or by its agent duly authorized in writing, upon surrender <br />of the Notcs together with a written instrument of transfer satisfactory to the Administrator, duly <br />exccuted by the Lender or its duly authorized agent. The following fonn of assignment shall be <br />sufficient for said purpose: <br /> <br />For value received hereby sells, assigns and transfers unto <br />this Note of the City of Arden Hills, Minnesota, and does <br />hereby irrevocably constitute and appoint attorney to <br />transfer said Notc on the books of said City with full powcr 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 <br />Note. <br /> <br />Dated: <br /> <br />Registcrcd Owncr <br /> <br />1320443v2 <br /> <br />4 <br />