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DEC 12 2001 11:26 AM FR BRIGGS & MORGAN 651 223 6450 TO 96514902292 P•06 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 such Note together with a written instru.ment of transfer satisfactory to the Treasurer-Finance Director, 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 uz�to the within Note of City of Roseville, Minnesota, and does hereby irrevocably constitute and appoint attorney to transfer the Note on the books of said City with full power of substitution in the premises. The undersigned certifies that the transfer is made in accordance with the provisions of Section 2.9 of the Resolution authorizing the issuance of the Note. bated: Registered Owner Upon such transfer the Treasurer-Finance Director shall note the date of registration and the name and address of the new Lender in the Note Register and in the registration blank appearing on such Note. 2.7 Mutilated. Lost or Destroved Note. In case any Note issued hereunder sha11 become mutilated or be destroyed or lost, the City shall, if not then prohibited by law, cause to be executed and delivered, a new Note of like outstanding principal amount, number and tenor in exchange and substitution for and upon cancellation of such mutilated Note, or in lieu of and in substitution for such Note destroyed or lost, upon the Lender's paying the reasonable expenses and charges of 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 mutilated, destroyed or lost Note has already matured or been called for redemption in accordance with its terms it shall not be necessary to issue a new Note prior to payment. 2. g Ownershi� of Note. The City may deem and treat the person in whose name a Note is last registered in the Note Register and by notation on such Note whether or not such Note shall be overdue, as the absolute owner of such Note for the purpose of receiving payment of or on account of the principal balance, redemption price or interest and for all other purposes whatsoever, and the City shall not be affe�ted by any notice to the contrary. 2.9 Limitation on Note Transfers. The Note has been issued without registration under state or other securities laws, pursuant to atl exemption for such issuance; and accordingly the Note may not be assigned or transferred in whole or part, nar may a participation interest in the Note be given pursuant to any participation agreement, except as an exempt security or as an exempt transaction. 2.10 Issuance of New Notes. Subject to the provisions of Section 2.9, the City shall, at the request and expense of the Lender, issue new notes, in aggregate outstanding principal 1352039d2