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K (5) such -other documents and opinions as Borid Cdunsel .may .reasonably require for purposes -of rendering its opinion required in subsection (3) above or that the. Lender may reasonably require for the.closing. 2.5 Disposition of Proceeds of the Note. Upon delivery of the. Note to Lender, the Lender shall, on behalf of the City, advance the proceeds of the NoteAo the Borrower or at its direction to refund a .portion of the Prior Bonds in accordance with the terms. of the Loan Agreement: 2.6 Reuistration of Transfer.: The City will .cause to. be,kept at -the office of the Mayor and Administrator -Clerk a Note Register in which; subject to such reasonable regulations as it may prescribe, the City shall provide for the registration of transfers of ownership of the Note. The. Note shall be initially registered in the. name of the Lender and shall be transferable upon the Note Register by the Lender in person or by its Agent. duly authorized irivriting, upon surrender of the Note together with a written instrument of transfer satisfactory to the Mayor. and Administrator -Clerk, duly. executed by the Lender or. its. duly authorized Agent.. The following form of assignment shall be. sufficient for said purpose. For value -received hereby sells, assigns and transfers unto the within Note of the City of Gem Lake; Minnesota, and does hereby irrevocably constitute and appoint attorney to transfer. said Note. qn the: books of said City with full power of substitution in the premises. The imdersigned certifies that the transfer is made hi accordance with the .provisions of a ion 1.9 of 'thee Resolution authorizing.. the- issuance. of the Note. Dated: Registered ()YA%pr. Upon: such transfer the Mayor and Administrator Clerk shall note the date of registration and the name and address of the new Lender in the applicable Note Register and in the registration blank appearing on the Note. 2.7 _Mutilated. Lost or Destroyed Note. In case the Note issued hereunder shall become mutilated or be destroyed or lost, the City shall,. if not then. prohibited. iiy law, :cause to be. executed and delivered, a new Note of like outstanding principal aindunt, number acid tenor ih exchange and substitution for and- upon cancellation of such mutilated Note, or in. lief of and in substitution for such Note destroyed or lost,. upon the Lender's paying the reasonable. expenses - and chargesof the City in connection therewith, and in the case of a Note destroyed or lost, the filing with the City of evidence satisfactory to the City with indemnity satisfactory to it. If the. utilated, destroyed or lost Note has already matured or been called for redemption in accordance. with its terms it shall not be necessary to issue. anew Noto.prior to payment. 2.8 Owngrgbip of Note. The- City may deem and .treat the person in whose Maine the Note is last registered. iri the Note Register and. by notattion: on.the Note whether-ornot such Note shall be overdue, as the -absolute owner of such Note for the purpose. of receiving payment of or 6. 46Z91(.Y1.4S)3 MA35577