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provided in the Resolution. Reference is hereby made to the Resolution for a description of the <br />rights and duties of the Registrar. Copies of the Resolution are on file in the principal office of <br />the Registrar. <br />Transfer. This Certificate is transferable by the Holder in person or by the Holder's <br />attorney duly authorized in writing at the principal office of the Registrar upon presentation and <br />surrender hereof to the Registrar, all subject to the terms and conditions provided in the <br />Resolution and to reasonable regulations of the Issuer contained in any agreement with the <br />Registrar. Thereupon the Issuer shall execute and the Registrar shall authenticate and deliver, in <br />exchange for this Certificate, one or more new fully registered Certificates in the name of the <br />transferee (but not registered in blank or to "bearer" or similar designation), of an Authorized <br />Denomination or Denominations, in aggregate principal amount equal to the principal amount of <br />this Certificate, of 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 (except as otherwise provided herein with respect to the Record Date) and for all <br />other purposes, whether or not this Certificate shall be overdue, and neither the Issuer nor the <br />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 Obli ation. 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 <br />Code of 1986, as amended. <br />IT IS HEREBY CERTIFIED AND RECITED that all acts, conditions and things <br />required by the Constitution, laws of the State of Minnesota to be done, to happen and to be <br />performed, precedent to and in the issuance of this Certificate, have been done, have happened <br />and have been performed, in regular and due form, time and manner as required by law, and that <br />this Certificate, together with all other debts of the Issuer outstanding on the date of original <br />issue hereof and the date of its issuance and delivery to the original purchaser, does not exceed <br />any constitutional or statutory limitation of indebtedness. <br />.~ <br />9 <br />2214122v1 <br />