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office of the Assistant City Clerk, by the Owner hereof in person or by such Owner's attorney <br /> duly authorized in writing, upon surrender of this Note together with a written instrument of <br /> transfer satisfactory to the City, duly executed by the Owner. Upon such transfer or exchange <br /> and the payment by the Owner of any tax, fee, or governmental charge required to be paid by the <br /> City with respect to such transfer or exchange, there will be issued in the name of the transferee a <br /> new Note of the same aggregate principal amount, bearing interest at the same rate and maturing <br /> on the same dates. <br /> This Note shall not be transferred to any person other than an affiliate, or other related <br /> entity, of the Owner unless the City has been provided with an opinion of counsel or a certificate <br /> of the transferor, in a form satisfactory to the City, that such transfer is exempt from registration <br /> and prospectus delivery requirements of federal and applicable state securities laws. <br /> IT IS HEREBY CERTIFIED AND RECITED that all acts, conditions, and things <br /> required by the Constitution and laws of the State of Minnesota to be done, to exist, to happen, <br /> and to be performed in order to make this Note a valid and binding limited obligation of the City <br /> according to its terms, have been done, do exist, have happened, and have been performed in due <br /> form, time and manner as so required. <br /> IN WITNESS WHEREOF, the City Council of the City of Centerville, Minnesota has <br /> caused this Note to be executed with the manual signatures of its Mayor and City Administrator, <br /> all as of the Date of Original Issue specified above. <br /> CITY OF CENTERVILLE, MINNESOTA <br /> Mayor <br /> City Administrator <br /> REGISTRATION PROVISIONS <br /> The ownership of the unpaid balance of the within Note is registered in the bond register <br /> of the Assistant City Clerk, in the name of the person last listed below. <br /> Signature of <br /> Date of City Administrator <br /> Registration Registered Owner <br /> Northern Forest Products, L.L.C. <br /> Federal Tax I.D. No. <br /> • <br /> S.113-134817 v2 <br /> CEissa A -3 <br />