1. MIDA Bond Oak Grove Lutheran School

2.8. OWNERSHIP OF BONDS. The Issuer may deem and treat the person in whose name the Bond is last registered in the Bond Register and by notation on the Bond whether or not such Bond shall be overdue, as the absolute owner of such Bond for the purpose of receiving payment of or on account of the principal, redemption price or interest and for all other purposes whatsoever, and the Issuer shall not be affected by any notice to the contrary. 2.9. LIMITATION ON BOND TRANSFERS. The Bonds have been issued without registration under state or other securities laws, pursuant to an exemption for such issuance; and accordingly the Bonds may not be assigned or transferred in whole or part, nor may a participation interest in the Bonds be given pursuant to any participation agreement, except in accordance with an applicable exemption from such registration requirements. 2.10. ISSUANCE OFNEW BONDS. Subject to the provisions of Section 2.9, the Issuer shall, at the request and expense ofthe Lender, issue new Bonds in aggregate outstanding principal amount equal to that of the Bonds surrendered, and of like tenor except as to number and principal amount, and registered in the name of the Lender or such transferee as may be designated by the Lender. 2.11. ACCOUNTS. (a) Bond Account. There is hereby established with the Lender a School Facilities Revenue Bonds (Oak Grove Lutheran School Project) Bond Account (the "Bond Account") into which all payments of the principal of and interest on the Bonds shall be deposited and credited against the principal of and interest due on the Bonds. Sums shall be paid by the Corporation for deposit in the Bond Account as provided in the Loan Agreement. (b) Proceeds Account. There is hereby established with the Lender a School Facilities Revenue Bonds (Oak Grove Lutheran School Project) Proceeds Account (the "Proceeds Aceount") into which the sale proceeds of the Bonds shall be deposited. Proceeds of the Bonds and earnings thereon shall be disbursed by the Lender to pay the cost of acquiring, constructing and equipping 'the Facilities upon compliance with the provisions of the Loan Agreement. 2.12. TENDER OF SERIES 2006C BONDS. Series 2006C Bonds may be tendered to the Corporation for purchase at the option of the Holder or Beneficial Owners thereof(the "Tendered Bonds") at par plus accrued interest (the "Purchase Price") to the applicable Optional Tender Date, upon delivery by 5:00 p.m. Minneapolis, Minnesota time on any Business Day of written notice (or telephonic or oral notice promptly confirmed in writing) to Wells Fargo Brokerage Services, LLC (the "Remarketing Agent") of an irrevocable request by such Holder, which Optional Tender Notice shall identify (i) the aggregate principal amount of Tendered Bonds, and (ii) the Optional Tender Date, which date shall occur no earlier than the seventh calendar day after such notice is given, provided that such date shall be a Business Day. 2.13. TRANSFER AND REMARKETING OF PURCHASED BONDS. Tendered Bonds purchased shall be (a) transferred to the purchaser or its designees, to the extent the Purchase Price therefor was paid directly or indirectly from proceeds of the remarketing of such Bonds, and (b) transferred to Oak -4-