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to the date of prepayment, upon prior written notice to the Registered Owner. If less than <br />all of the outstanding principal of the Certificate is to be prepaid, the City may select which <br />principal maturities, or portions thereof, to be prepaid. <br /> <br /> This Certificate is issued by the City pursuant to and in full conformity with the <br />Constitution and laws of the State of Minnesota for the purpose of providing funds to <br />finance costs of acquiring certain capital equipment of the City. This Certificate constitutes <br />a general obligation of the City, and to provide moneys for the prompt and full payment of <br />the principal hereof and the interest thereon, as the same become due, the full faith and <br />credit and taxing 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 <br />promptly give written notice thereof to the City at the office of the City Finance Director, <br />and the assignee shall surrender this Certificate to the City Finance Director either in <br />exchange for a new fully registered Certificate or for transfer of this Certificate on the <br />registration records. Each such assignee shall take this Certificate subject to this condition. <br />The City shall treat the Registered Owner as the absolute owner of this Certificate for <br />purposes of paying the principal of and interest on this Certificate and for all other purposes <br />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 <br />happened, and to be performed precedent to and in the issuance of this Certificate have <br />been done, have happened, and have been performed in regular and due form, time, and <br />manner as required by law; and that this Certificate, together with all other indebtedness of <br />the City outstanding on the date hereof, does not cause the indebtedness of the City to <br />exceed any constitutional or statutory limitation thereon. <br /> <br />IN WITNESS WHEREOF, the City of Elk River, Sherburne County, Minnesota, by <br />its City Council, has caused this Certificate to be executed by the manual signatures of its <br />Mayor and City Administrator; has caused the official seal of the City to be impressed upon <br />this Certificate; and has caused this Certificate to be dated , 1998. <br /> <br />City Administrator <br /> <br />Ma~,or <br /> <br />37'-500.1 4 <br /> <br /> <br />