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, , For value received hereby sells, assigns and transfers unto the within Note of the City of New Brighton, Minne- sota, and does hereby irrevocably constitute and appoint attorney to transfer said Note on the books of the Note Regi- strar with full power of substitution in the prem- ises. The undersigned certifies that the transfer be made in accordance with the provisions of the Note Resolution of the City. Upon such transfer the Note Registrar shall note the date of registration and the name and address of the new Holder of the Note in the Note Register and in the regi- stration blank appearing on the Note. 5.05. Delivery and Use of Proceeds. Prior to delivery of the Note, the documents referred to in Section 3.03 here- of shall be completed and executed, and an original, exe- cuted counterpart of each such document shall be delivered to the Lender. The City shall thereupon deliver to the Lender the Note in the principal amount of $1,700,000 together wi th a copy, duly certified by the Ci ty Clerk- Treasurer, of this Resolution and such closing certificates as are required by Bond Counsel. Upon del i very of the Note and the above i terns to the Lender, the proceeds of the Note shall be deposi ted in a Construction Fund created pursuant to the Construction Loan Agreement, to be maintained by the Lender, and disbursement of such proceeds shall be made to the Borrower in reimburse- ment of or to its order, for payment of costs of Construc- tion pursuant to the provisions of the Agreement and the Construction Loan Agreement. Any surplus in the Construction Fund shall be applied toward prepayment of the Note as provided in the Agreement and shall not be invested to produce a yield greater than the yield on the Note as required by Internal Revenue Ser- vice Revenue Procedures 79-5 and 81-22 and any regulations amendments or modifications thereto; provided that if the Lender receives an opinion of Bond Counsel that the exemp- tion from federal income taxation of the interest on the Note will not be jeopardized, the surplus funds may be in- vested at a yield greater than the yield on the Note. 5.06 Issuance of New Note. The City shall, at the request and expense of the Lender, issue new Notes, in an aggregate outstanding principal amount equal to that of the Note surrendered, and of like tenor except as to number, pr incipal amount, and the amount of the monthly payment - 7 -