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Registrar (the "Note Registrar") and shall keep a Note Register in which, subject to such reasonable regulations as it may prescribe, the Note Registrar shall provide for the registration of transfer 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 duly executed by the Lender or its duly authorized agent in the following form: 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 or iginal, 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 $5,200,000 together with a copy, duly certified by the City Clerk- Treasurer, of this Resolution and such closing certificates as are required by Bond Counsel. Upon delivery of the Note and the above items to the Lender, the proceeds of the Note shall be deposi ted in a Escrow Fund created pursuant to the Investment Agreement, and on the Conversion Date, the proceeds of the Note shall then be deposited into the Construction Fund created by the Security Documents, to be maintained by the Lender, and disbursement of such proceeds shall be made to the Borrower in reimbursement of or to its order, for payment of Costs of Construction pursuant to the provisions of the Agreement and the Security Documents. 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-