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and to reasonable regulations of the Issuer contained in any agreement with the Registrar. <br />Thereupon the Issuer shall execute and the Registrar shall authenticate and deliver, in exchange <br />for this Certificate, one or more new fully registered Certificates in the name of the transferee (but <br />not registered in blank or to "bearer" or similar designation), of an Authorized Denomination or <br />Denominations, in aggregate principal amount equal to the principal amount of this Certificate, of <br />the same maturity and bearing interest at the same rate. <br />Fees upon Transfer or Loss. The Registrar may require payment of a sum sufficient to <br />cover any tax or other governmental charge payable in connection with the transfer or exchange <br />of this Certificate and any legal or unusual costs regarding transfers and lost Certificates. <br />Treatment of Registered Owners. The Issuer and Registrar may treat the person in whose <br />name this Certificate is registered as the owner hereof for the purpose of receiving payment as <br />herein provided and for all other purposes, whether or not this Certificate shall be overdue, and <br />neither the Issuer nor the Registrar shall be affected by notice to the contrary. <br />Authentication. This Certificate shall not be valid or become obligatory for any purpose <br />or be entitled to any security unless the Certificate of Authentication hereon shall have been <br />executed by the Registrar. <br />Qualified Tax-Exempt Obligation. This Certificate has been designated by the Issuer as a <br />"qualified tax-exempt obligation" for purposes of Section 265(b)(3) of the Internal Revenue Code <br />of 1986, as amended. <br />IT IS HEREBY CERTIFIED AND RECITED that all acts, conditions and things required <br />by the Constitution and laws of the State of Minnesota to be done, to happen and to be performed, <br />precedent to and in the issuance of this Certificate, have been done, have happened and have been <br />performed, in regular and due form, time and manner as required by law, and that this Certificate, <br />together with all other debts of the Issuer outstanding on the date of original issue hereof and the <br />date of its issuance and delivery to the original purchaser, does not exceed any constitutional or <br />statutory limitation of indebtedness. <br />B-3 <br />173238840v1 <br />Qbhf!78!pg!429 <br /> <br />