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