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<br />EXlllBIT C <br /> <br />COMPLETION CERTIFICATE <br /> <br />The undersigned officer of the City of Elk River, Minnesota (the "City"), acting as agent <br />of the Economic Development Authority for the City of Elk River (the "Authority") under that <br />certain Lease Agreement dated as of , 2007 (the "Lease"), between the Authority <br />and The Young Men's Christian Association of Metropolitan Minneapolis (the "YMCA"), <br />hereby certifies to the Authority and the YMCA that as of , 2008 (the <br />"Completion Date"), the Facilities described in the Lease have been completed in their entirety <br />and are ready to be placed in service and all other property which constitutes the Facilities has <br />been acquired and installed. Construction and acquisition of the Facilities have been completed <br />and the Project costs have been paid, except for any portion thereof which has been incurred but <br />is not now due and payable, or the liability for the payment of which is being contested or <br />disputed by the City, and for the payment of which the Authority has been directed to retain and <br />has retained specified amonnts of money within the Project Fund. Notwithstanding the <br />foregoing, this Certificate is given without prejudice to any rights against third parties which <br />exist at the date hereof or which may subsequently come into being. Attached as EXHIBIT A to <br />this Certificate is a list of the Equipment financed with proceeds of the Bonds and included as <br />part of the Facilities. Capitalized terms used in this Certificate and defined in the Lease are used <br />with the meanings given therein. <br /> <br />CITY OF ELK RIVER, MINNESOTA <br /> <br />By <br /> <br />Its <br /> <br />6 <br />