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132755433v2 <br /> <br /> 5 <br /> <br />(5) such other documents and opinions as Bond Counsel may reasonably <br />require for purposes of rendering its opinion required in subsection (3) above or that the <br />Lender may reasonably require for the closing. <br />2.5 Disposition of Proceeds of the Notes. Upon delivery of the Notes to Lender, the <br />Lender shall, on behalf of the City, disburse the proceeds of the Notes for financing the Project in <br />accordance with the terms of the Loan Agreement. <br />2.6 Registration of Transfer. The City will cause to be kept at the office of the City <br />Clerk a Note Register in which, subject to such reasonable regulations as it may prescribe, the City <br />shall provide for the registration of transfers of ownership of the Notes. The Notes shall be initially <br />registered in the name of the Lender and shall be transferable upon the Notes Register by the <br />Lender in person or by its agent duly authorized in writing, upon surrender of the Notes together <br />with a written instrument of transfer satisfactory to the City Clerk, duly executed by the Lender or <br />its duly authorized agent. The following form of assignment shall be sufficient for said purpose. <br />For value received ___________ hereby sells, assigns and transfers unto <br />________________ the within Note of the City of Gem Lake, 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 <br />Notes. <br />Dated: <br /> <br />Registered Owner <br />Upon such transfer the City Clerk shall note the date of registration and the name and address of <br />the new Lender in the applicable Note Register and in the registration blank appearing on the <br />Notes. <br />2.7 Mutilated, Lost or Destroyed Note. In case the Notes issued hereunder shall <br />become mutilated or be destroyed or lost, the City shall, if not then prohibited by law, cause to be <br />executed and delivered, a new Note of like outstanding principal amount, number and tenor in <br />exchange and substitution for and upon cancellation of such mutilated Note, or in lieu of and in <br />substitution for such Note destroyed or lost, upon the Lender’s paying the reasonable expenses and <br />charges of the City in connection therewith, and in the case of a Note destroyed or lost, the filing <br />with the City of evidence satisfactory to the City with indemnity satisfactory to it. If the mutilated, <br />destroyed or lost Note has already matured or been called for redemption in accordance with its <br />terms it shall 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 />Notes is last registered in the Notes Register and by notation on the Notes whether or not such <br />Note shall be overdue, as the absolute owner of such Note for the purpose of receiving payment <br />of or on account of the principal balance, redemption price or interest and for all other purposes <br />whatsoever, and the City shall not be affected by any notice to the contrary.