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15. Except as herein otherwise expressly provided, nothing in this resolution or in the
<br />Series 20118 Loan Agreement, the Series 20128 Loan Agreement, the Series 20118 Assignment, the
<br />Series 2012B Assignment, or the Assignment of Mortgage, expressed or implied, is intended or shall be
<br />construed to confer upon any person, firm, or corporation, other than the City and the registered and
<br />beneficial owners of the Notes, any right, remedy, or claim, legal or equitable, under and by reason of this
<br />resolution or any provision hereof or of the Series 20118 Loan Agreement, the Series 20128 Loan
<br />Agreement, the Series 20118 Assignment, the Series 201213 Assignment, the Assignment of Mortgage, or
<br />any provision thereof; this resolution, the Series 2011B Loan Agreement, the Series 20128 Loan
<br />Agreement, the Series 20118 Assignment, the Series 2012B Assignment, the Assignment of Mortgage,
<br />and all of their provisions being intended to be, and being for the sole and exclusive benefit of the City
<br />and the registered owners of the Notes issued under the provisions of this resolution and the Series 20118
<br />Loan Agreement and the Series 20I2B Loan Agreement, and the Borrower to the extent expressly
<br />provided in the Series 201] B Loan Agreement and the Series 2012B Loan Agreement.
<br />16. In case any one or more of the provisions of this resolution, or of the documents
<br />mentioned herein, or of the Notes issued hereunder shall for any reason be held to be illegal or invalid,
<br />such illegality or invalidity shall not affect any other provision of this resolution, or of the aforementioned
<br />documents, or of the Notes, but this resolution, the aforementioned documents, and the Notes shall be
<br />construed and endorsed as if such illegal or invalid provisions had not been contained therein.
<br />17. All acts, conditions, and things required by the laws of the State of Minnesota, relating to
<br />the adoption of this resolution, to the issuance of the Notes, and to the execution of the Series 20118
<br />Loan Agreement and the Series 2012B Loan Agreement, the Series 20118 Assignment, the Series 20128
<br />Assignment, the Assignment of Mortgage, the TIF Assignment, and the other documents referred to
<br />above to happen, exist, and be performed precedent to and in the enactment of this resolution, and
<br />precedent to the issuance of the Notes, and precedent to the execution of the Series 2011B Loan
<br />Agreement and the Series 2012B Loan Agreement, the Series 2011 B Assignment, the Series 2012B
<br />Assignment, the Assignment of Mortgage, and the other documents referred to above have happened,
<br />exist, and have been performed as so required by law.
<br />18. The members of the City Council, officers of the City, and attorneys and other agents or
<br />employees of the City are hereby authorized to do all acts and things required by them by or in connection
<br />with this resolution and the Series 2011 B Loan Agreement and the Series 2012B Loan Agreement and the
<br />other documents referred to above for the full, punctual, and complete performance of all the terms,
<br />covenants, and agreements contained in the Notes, the Series 2011B Loan Agreement and the Series
<br />2012E Loan Agreement, the Series 2011B Assignment, the Series 2012E Assignment, the Assignment of
<br />Mortgage, and the other documents referred to above, and this resolution.
<br />19. If for any reason the Mayor is unable to execute and deliver those documents referred to
<br />in this resolution, any other member of the City Council, or any officer of the City duly delegated to act
<br />on behalf of the Mayor, may execute and deliver such documents with the same force and effect as if such
<br />documents were executed by the Mayor. If for any reason the City Administrator is unable to execute and
<br />deliver the documents referred to in this resolution, such documents may be executed and delivered by
<br />any member of the City Council or any officer of the City duly delegated to act on behalf of the City
<br />Administrator, with the sane force and effect as if such documents were executed and delivered by the
<br />City Administrator.
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