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receive the payment of such defaulted interest. All principal of and interest on this Note are <br />payable in any coin or currency of the United States of America which on the date of payment is <br />legal tender for the payment of public and private debts. <br />Date of Payment Not a Business Day. If the nominal date for payment of any principal of <br />or interest on this Note shall not be a business day of the City or of the Owner, then the date for <br />such payment shall be the next such business day and payment on such business day shall have <br />the same force and effect as if made on the nominal date of payment. <br />Issuance; Purpose; General Obligation. This Note is issued as a single instrument under <br />and pursuant to and in full conformity with the Constitution and laws of the State of Minnesota <br />and pursuant to a resolution adopted by the City Council, the governing body of the City, on <br />, 2016 (the "Resolution"), for the purpose of providing money to finance the <br />cost of the acquisition of capital equipment. The terms Issuer Note and Issuer Note Resolution <br />have the meaning provided in the Resolution. This Note constitutes a general obligation of the <br />City, and to provide moneys for the prompt and full payment of its principal, premium, if any, <br />and interest when the same become due, the full faith and credit and taxing powers of the City <br />have been and are hereby irrevocably pledged. <br />Optional Redemption. The Note is subject to redemption and prepayment without <br />penalty at the option of the City, (a) on 1, 20_ and on any date thereafter at <br />a price of par plus accrued interest; and (b) on any date prior to 1, 20_ at a price <br />of par plus accrued interest together with any additional amount necessary to defease the portion <br />of the Issuer Notes equal to the outstanding principal amount of the City Note, all in accordance <br />with the Issuer Note Resolution. Redemption may be in whole or in part, on any date, upon 30 <br />days' prior written notice to the Owner. If redemption is in part, the City may select the specific <br />principal installments hereof, or applicable portions thereof, to be prepaid. <br />Transfer. This Note is transferable, as provided in the Resolution, upon the Register kept <br />by the City [Clerk] at City Hall upon surrender of this Note together with a written instrument of <br />transfer duly executed by the Owner or the Owner's attorney duly authorized in writing, and <br />thereupon a new, fully registered Note in the same aggregate principal amount shall be issued to <br />the transferee in exchange therefore (or the transfer shall be duly recorded on the Register and <br />the Certificate of Registration hereof), upon the payment of charges and satisfaction of <br />applicable conditions, if any, as therein prescribed; provided that such transfer may occur only <br />with respect to the entire Note and all of the remaining principal amount of the sole final <br />maturity hereof. The City may treat and consider the person in whose name this Note is <br />registered as the absolute Owner hereof for the purpose of receiving payment of or on account of <br />the principal of and interest on this Note (except for the payment of interest to the Owner as of a <br />Record Date) and for all other purposes whatsoever. <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; that the City <br />has covenanted and agreed with the holder of this Note that it will levy a direct, annual, <br />irrepealable ad valorem tax upon all of the taxable property in the City, without limitation as to <br />A-2 <br />7393412v2 <br />