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$' all ]qiture of Obligation. This Note is one of an issue in the total principal amount of
<br />$234,0~2, ss~e~i_ to aid in ~'mancing certain public development costs and administrative costs
<br />of a DevcloIm ~n~,'District undertaken by the City pursuant to Minnesota Statutes, Sections 469.124
<br />through 469~iL34~ and is issued pursuant to an authorizing resolution (the "Resolution") duly
<br />adopted by tile ~ty on September 14, 1993, and pursuant to and in full conformity with the
<br />Constitution~ ix~d iaws of the State of Minnesota, including Minnesota Statutes, Sections 469.174
<br />to 469.179, at ti the City's home rule charter. This Note is a limited obligation of the City which is
<br />payable solel}' from Available Tax Increment pledged to the payment hereof under the Resolution.
<br />This Note at~, th~interest hereon shall not be deemed to constitute a general obligation of the State
<br />of Minnesota or ~y political subdivision thereof, including, without limitation, the City. Neither
<br />the State of i~ inn~sota, nor any political subdivision thereof shall be obligated to pay the principal
<br />of or interesg {l.n fids Note or other costs incident hereto except out of Available Tax Increment, and
<br />neither the fu. filth and credit nor the taxing poWer of the State of Minnesota or any political
<br />subdivision t~ tere0f is pledged to the payment of the principal of or interest on this Note or other
<br />costs incide'n: he. to. The Owner, represented by legal counsel, has undertaken an independent
<br />review of thc ,doCumentation and actions taken by the City in creating the City's Development
<br />District No. 1: and~ Tax Increment Financing District No. 5 therein, and has concluded that such
<br />actions are sit ~c~nt and in accordance with applicable law. The Owner's acceptance of this Note
<br />shall be wi~ ~ he tinderstanding that the City shall have no liability to the Owner with respect to any
<br />defects in pre c¢~ings relating to the creation of said Development District or Tax Increment
<br />Financing Dis ric~.
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<br /> 6. ! l*.~gistration and Transfer. This Note is issuably only as a fully registered note
<br />without co~r~.nsj: As provided in the Resolution, and subject to certain limitations set forth
<br />therein, this'l~oteiis transferable upon the books of the City kept for that purpose at the principal
<br />office of the'i~ity,:Administrator, by the Owner hereof in person or by such owner's attorney duly
<br />authorized in [wri0ng, upon surrender of this Note together with a written instrument of transfer
<br />satisfactory t4 the City, duly executed by the Owner. Upon such transfer or exchange and the
<br />payment by ~e Owner of any tax, fee, or governmental charge required to be paid by the City with
<br />respect to suc~ transfer or exchange, there will be issued in the name of the uansferee a new Note
<br />of the same aggregate principal amount, bearing interest at the same rate and maturing on the same
<br />dates. ~
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<br /> This 13!ote~ shall not be transferred to any person other than an affiliate, or other related
<br />entity, of the;Owner unless the City has been provided with an opinion of counsel or a certificate of
<br />the transfero~r~]in t~ form satisfactory to the City, that such transfer is exempt from registration and
<br />prospectus de, very requirements of federal and applicable state securities laws.
<br /> IT IS:[~EREBy CERTIFIED AND RECITED that all acts, conditions, and things required
<br />by the ConstitUtion and laws of the State of Minnesota and the City's home rule charter to be done,
<br />to exist, to ~hapP~,, and to be performed in order to make this Note a valid and binding limited
<br />obligation of ~e ,City according to its terms, have been done, do exist, have happened, and have
<br />been perform~ ~:due form, time and manner as so reqttired.
<br /> IN WI~, SS WHEREOF, the City Council of the City of Ramsey, Minnesota has caused
<br />this Note to b~ executed with the manual signatures of its Mayor and City Administrator, all as of
<br />the Date of Or igina! Issue specified above.
<br />
<br />SEAL
<br />
<br />~strator
<br />
<br />CITY OF RAMSEY, MINNESOTA
<br />
<br />B-3
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