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STATE OF MINNESOTA ss. COUNTY OF RAMSEY I, the undersigned, being the duly qualified and acting City Clerk of the City of Roseville, Minnesota, DO HEREBY CERTIFY that: I have compared the annexed extract of the minutes of the meeting of the City Council of the City of Roseville, Minnesota (the "Council"), including the resolution contained therein, held on the lIth day of April, 1988, with the original thereof on file in my office, and that the same is a true and correct copy of the proceedings of the Council and of such resolution set forth therein and of the whole of the original thereof insofar as the same relates to the subject matters therein referred to. The Bond Purchase Agreement, the Preliminary Official Statement, the Official Statement, the Indenture, the Loan Agreement, the Mortgage, the Guaranties, the Disbursing Agreement and the Assignment, respectively, contained in the transcript of proceedings with respect to the Series 1988A Bonds, are each in substantially the form presented to and approved by said meeting. I FURTHER CERTIFY that (i) all members of the Council had due notice of such meeting, (ii) pursuant to M.S., 471.705 and the Charter of the City of Roseville, Minnesota, such meeting was open to the general public and notice of the time and place of such meeting was duly given in accordance with M.S., 471.705 and the Charter of the City of Roseville, Minnesota, (iii) such meeting was in all respects duly held, (iv) there was a quorum present throughout, and (v) such resolution has not been altered, amended or repealed but is in full force and effect on the date hereof. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of the City of Roseville, Minnesota, on this 14th day of April, 1988. (SEAL) g~d~ 7