TRUSTEE CERTIFICATE/RECEIPT6 41.

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yl. TRUSTEE CERTIFICATE AND RECEIPT The undersigned individual hereby certifies that such individual is authorized to execute and deliver this Certificate on behalf of U.S. Bank Trust National Association(the "Trustee"), and that: 1. The Indenture of Trust, dated as of November 1, 2001 (the "Indenture") between the City of Orono, Minnesota(the "Issuer"), which authorizes the issuance by the Issuer of $ in aggregate principal amount of its Senior Housing Revenue Bonds (Orono Woods Apartment Project), Series 2001A, $ in aggregate principal amount of its Senior Housing Revenue Bonds (Orono Woods Apartment Project), Taxable Series 2001B, and $ in aggregate principal amount of its Senior Housing Revenue Bonds (Orono Woods Apartment Project), Subordinate Series 2001 C (collectively, the "Bonds"), has been duly authorized, executed and delivered by the Trustee. Capitalized terms used but not defined herein are used with the meanings assigned in the Indenture. 2. The Trustee is duly organized in good standing as a national banking association with all necessary power and authority to execute, deliver and perform the Indenture and to enforce any remedies available at law or equity under the Indenture. 3. Assuming due authorization, execution and delivery thereof by any other parties thereto, the Indenture constitutes a valid and binding agreement of the Trustee, enforceable in accordance with its terms, except to the extent limited by any future proceedings concerning the Trustee under bankruptcy, reorganization or other laws of general applicability relating to or affecting the enforcement of creditors' rights, and principles of equity. 4. The execution, delivery and performance of the Indenture will not violate, conflict with or constitute a breach or default under any instrument, agreement, law or regulation to which the Trustee or its property is subject. 5. Pursuant to the Indenture and the request and authorization to the Trustee from the Issuer (the "Order"), Bonds in the total aggregate principal amount of$ have been duly authenticated on behalf of the Trustee in accordance with the Indenture by the signing of the Trustee's Certificate of Authentication thereon by officers or signatories of the Trustee, and such officers or signatories were duly authorized to authenticate the Bonds. 6. The Trustee has delivered all Bonds so authenticated on this date as directed by the Order upon receipt of sale proceeds thereof in the amount $ , which includes accrued interest in the amount of$ , and is net of an underwriter's discount in the amount of$ and net of original issue discount in the amount of$ 7. The Trustee has received all amounts required to be received on the Date of Issuance pursuant to Section 4.02 of the Indenture, and the Trustee has applied all amounts so received to the purposes stated in such Section 4.02.