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23 enabling, including Minnesota Statutes, Section 412.301 and Chapter 475. For the full and prompt payment of the principal and interest on the Certificates as the same become due, the full faith, credit and taxing power of the City have been and are irrevocably pledged. The Certificates are issuable only as fully registered certificates, in denominations of$5,000 or any multiple thereof, of single maturities. The Certificates are payable on their respective stated maturity dates without option of prior payment. The Certificates have been designated by the City as "qualified tax-exempt obligations"pursuant to Section 265(b) of the Internal Revenue Code of 1986, as amended. As provided in the Resolution and subject to certain limitations set forth therein, this Certificate is transferable upon the books of the City at the principal office of the Certificate Registrar, by the registered owner hereof in person or by his attorney duly authorized in writing upon surrender hereof together with a written instrument of transfer satisfactory to the Certificate Registrar, duly executed by the registered owner or his attorney; and may also be surrendered in exchange for Certificates of other authorized denominations. Upon such transfer or exchange, the City will cause a new Certificate or Certificates to be issued in the name of the transferee or registered owner, of the same aggregate principal amount,bearing interest at the same rate and maturing on the same date, subject to reimbursement for any tax, fee or governmental charge required to be paid with respect to such transfer or exchange. The City and the Certificate Registrarmay deem and treat the person in whose name this Certificate is registered as the absolute owner hereof, whether this Certificate is overdue or not, for the purpose of receiving payment and for all other purposes, and neither the City nor the Certificate Registrar shall be affected by any notice to the contrary. IT IS HEREBY CERTIFIED, RECITED, COVENANTED AND AGREED that all acts, conditions and things required by the Constitution and laws of the State of Minnesota to be done, to exist, to happen and to be performed precedent to and in the issuance of this Certificate in order to make it a valid and binding general obligation of the City according to its terms have been done, do exist, have happened and have been performed in regular and due form as so required; that prior to the issuance hereof, the City has levied ad valorem taxes upon all taxable property within the City collectible in the years and amounts required to produce sums not less than five percent in excess of the principal of and interest on the Certificates as such principal and interest respectively become due, and has appropriated the same to the sinking fund in the manner specified in Minnesota Statutes, Section 475.61; that, in the event of any accumulated or anticipated deficiency in the sinking fund, additional ad valorem taxes are required by law to be levied upon all taxable property in the City without limitation as to rate or amount; and that the issuance of this Certificate does not cause the indebtedness of the City to exceed any constitutional or statutory limitation. This Certificate shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Resolution until the Certificate of Authentication hereon shall have been executed by the Certificate Registrar by manual signature of one of the authorized representatives of the Certificate Registrar. -3-