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(3) the opinion of Bond Counsel as to the validity and tax exempt status of the Note; (4) such other documents and opinions as Bond Counsel 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 Note Proceeds. Upon delivery of the Note, the Lender shall, on behalf of the City, advance funds for payment of Project Costs upon receipt of such supporting documentation as the Lender may deem reasonably necessary, including compliance with the pro- visions of the Construction Loan Agreement. The Lender or the Borrower shall provide the City with a full accounting of all funds disbursed for Project Costs. 2-6. Registration of Transfer. The City will cause to be kept at the office of the City Manager 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 in writing, upon surrender of the Note together with a written instrument of transfer satisfactory to the City Manager, 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 , Minnesota, and does hereby irrevocably constitute and appoint attorney to transfer said Note on the books of said City with full power of substitution in the premises. The undersigned certifies that the transfer be made in accordance with the provisions of Section 2-9. Dated: Registered Owner 16