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endorse his. or her. name and note the date of registration opposite the name of the payee in the <br />certificate of registration attached hereto. Thereafter this Note may be transferred to a bona fide <br />purchaser only by delivery with an assignment duly executed by the registered owner or the <br />registered owner's legal representative, and the City may treat the registered owner as the person <br />exclusively entitled to exercise all the rights and powers of an owner until this Note is presented <br />with such assignment for registration of transfer, accompanied by assurance of the nature <br />provided by law that the assignment is genuine and effective, and until such transfer is registered <br />on said books and noted hereon by the City's Finance Director. <br />Fees Upon Transfer or Loss. The Finance Director may require payment of a sum <br />sufficient to cover any tax or other governmental charge payable in connection with the transfer <br />of this Note and any legal or unusual costs regarding transfers and lost notes. <br />Project Loan Agreement. The terms and conditions of the Project Loan Agreement are <br />incorporated herein by reference and made a part hereof. The Project Loan Agreement maybe <br />attached to this Note, and shall be attached to this Note if the holder of this Note is any person <br />other than the Minnesota Public Facilities Authority. <br />Tax-Exempt Obligation. The City intends that the interest on this Note will be excluded <br />from gross income for United States income tax purposes and from both gross income and <br />taxable net income for State of Minnesota income tax purposes. <br />Qualified Tax-Exempt Obli ation. This Note has been designated by the City as a <br />"qualified tax-exempt obligation" for purposes of Section 265(b)(3) of the federal Internal <br />Revenue Code of 1986, as amended. <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 happen and to be <br />performed, precedent to and in the issuance of this Note, have been done, have happened and <br />have been performed, in regular and due form, time and manner as required by law; and that .this <br />Note, together with all other debts of the City outstanding on the date hereof, being the date of its <br />actual issuance and delivery, does not exceed any constitutional or statutory limitation of <br />indebtedness. <br />2170696v1 <br />