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<br />This Note is issued by the City in aid of financing a project pursuant to and in full <br />conformity with the Constitution and laws of the State of Minnesota, including the Tax <br />Increment Act. <br /> <br />This Note may be assigned only with the prior written consent of the City. In order to <br />assign the Note, the assignee shall surrender the same to the City either in exchange for a new <br />fully registered note or for transfer of this Note on the registration records for the Note <br />maintained by the City. Each permitted assignee shall take this Note subject to the foregoing <br />conditions and subject to all provisions stated or referenced herein. <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 Note 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 Note, together with all other indebtedness of the City outstanding on the date <br />hereof and on the date of its actual issuance and delivery, does not cause the indebtedness of the <br />City to exceed any constitutional or statutory limitation thereon. <br /> <br />I 824344vRED V2 to VI; 10/12/05 <br /> <br />E-3 <br />