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<br />Issuer to comply with its obligations under the Resolutions and this Disclosure Certificate. A <br />default under this Disclosure Certificate shall not be deemed an event of default with respect to the <br />Securities and the sole remedy under this Disclosure Certificate in the event of any failure of the <br />Issuer to comply with this Disclosure Certificate shall be an action to compel perfonnance. <br /> <br />Section II. Beneficiaries. This Disclosure Certificate shall inure solely to the benefit of the <br />Issuer, the Participating Underwriters and Holders from time to time of the Securities, and shall <br />create no rights in any other person or entity. <br /> <br />IN WITNESS WHEREOF, we have executed this Certificate in our official capacities <br />effective the day of , 2004. <br /> <br />CENTERVILLE, MINNESOTA <br /> <br />Mayor <br /> <br />(SEAL) <br /> <br />City Administrator <br /> <br />SJB-243206vl <br />CB1SS-21 <br />