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<br />which Bond has been issued pursuant to and in full conformity <br />with the Constitution and laws of the State of Minnesota and <br />pursuant to a resolution adopted by the City Council of the <br />Issuer on February 23, 1998 (the "Resolution"), for the purpose <br />of providing money, together with other available funds, to <br />refund in advance of maturity the currently outstanding General <br />Obligation Tax Increment Refunding Bonds, Series 1992, dated <br />February 1, 1992. This Bond is payable out of the Debt Service <br />Account of the Issuer's General Obligation Tax Increment <br />Refunding Bonds, Series 1998 Fund. This Bond constitutes a <br />general obligation of the Issuer, and to provide moneys for the <br />prompt and full paYment of its principal, premium, if any, and <br />interest when the same become due, the full faith and credit and <br />taxing powers of the Issuer have been and are hereby irrevocably <br />pledged. <br /> <br />Denominations: Exchange: Resolution. The Bonds are <br />issuable solely as fully registered bonds in Authorized <br />Denominations (as defined in the Resolution) and are exchangeable <br />for fully registered Bonds of other Authorized Denominations in <br />equal aggregate principal amounts at the principal office of the <br />Bond Registrar, but only in the manner and subject to the <br />limitations provided in the Resolution. Reference is hereby made <br />to the Resolution for a description of the rights and duties of <br />the Bond Registrar. Copies of the Resolution are on file in the <br />principal office of the Bond Registrar. <br /> <br />Transfer. This Bond is transferable by the Holder in <br />person or by his, her or its attorney duly authorized in writing <br />at the principal office of the Bond Registrar upon presentation <br />and surrender hereof to the Bond Registrar, all subject to the <br />terms and conditions provided in the Resolution and to reasonable <br />regulations of the Issuer contained in any agreement with the <br />Bond Registrar. Thereupon the Issuer shall execute and the Bond <br />Registrar shall authenticate and deliver, in exchange for this <br />Bond, one or more new fully registered Bonds in the name of the <br />transferee (but not registered in blank or to "bearer" or similar <br />designation), of an Authorized Denomination or Denominations, in <br />aggregate principal amount equal to the principal amount of this <br />Bond, of the same maturity and bearing interest at the same rate. <br /> <br />Fees upon Transfer or Loss. The Bond Registrar may <br />require paYment of a sum sufficient to cover any tax or other <br />governmental charge payable in connection with the transfer or <br />exchange of this Bond and any legal or unusual costs regarding <br />transfers and lost Bonds. <br /> <br />Treatment of Registered Owners. The Issuer and Bond <br />Registrar may treat the person in whose name this Bond is <br />registered as the owner hereof for the purpose of receiving <br /> <br />906107.01 <br /> <br />14 <br />