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<br />obligation of the City, and to provide moneys for the prompt and full payment of the principal <br />hereof and the interest thereon, as the same become due, the full faith and credit and taxing <br />powers of the City have been and are hereby irrevocably pledged. <br /> <br />This Certificate may be assigned but upon such assignment the assignor shall promptly <br />give written notice thereof to the City at the office of the City Finance Director, and the assignee <br />shall surrender this Certificate to the City Finance Director either in exchange for a new fully <br />registered Certificate or for transfer of this Certificate on the registration records. Each such <br />assignee shall take this Certificate subject to this condition. The City shall treat the Registered <br />Owner as the absolute owner of this Certificate for purposes of paying the principal of and <br />interest on this Certificate and for all other purposes whatsoever. <br /> <br />This Certificate has been designated by the City as a "qualified tax-exempt obligation" <br />for purposes of Section 265(b)(3) of the Internal Revenue Code of 1986, as amended. <br /> <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 have happened, <br />and to be performed precedent to and in the issuance of this Certificate have been done, have <br />happened, and have been performed in regular and due form, time, and manner as required by <br />law; and that this Certificate, together with all other indebtedness of the City outstanding on the <br />date hereof, does not cause the indebtedness of the City to exceed any constitutional or statutory <br />limitation thereon. <br /> <br />IN WITNESS WHEREOF, the City of Elk River, Sherburne County, Minnesota, by its <br />City Council, has caused this Certificate to be executed by the manual signatures of its Mayor <br />and City Administrator; has caused the official seal of the City to be impressed upon this <br />Certificate; and has caused this Certificate to be dated June 1,2005. <br /> <br />Mayor <br /> <br />City Administrator <br /> <br />(SEAL) <br /> <br />1 768935vl <br /> <br />4 <br />