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appropriate in connection with the issuance, sale, and delivery of the Notes, including an
<br />Issuer's Tax Certificate, an Information Return for Tax - Exempt Private Activity Bond Issues,
<br />Form 8038, and all other documents and certificates as shall be necessary and appropriate in
<br />connection with the issuance, sale, and delivery of the Notes. The Issuer hereby approves the
<br />execution and delivery by the Lender of the Loan Agreement, the Assignment, the Disbursing
<br />Agreement, the Tax Exemption Agreement, to be dated on or after April 1, 2006, between the
<br />Borrower and the Lender, and all other instruments, certificates, and documents prepared in
<br />conjunction with the issuance of the Notes that require execution by the Lender. The Issuer
<br />hereby authorizes Kennedy & Graven, Chartered, as bond counsel of the Issuer, to prepare,
<br />execute, and deliver its approving legal opinion with respect to the Notes.
<br />8. The Lender is hereby authorized to accept the Mortgage and all other security
<br />provided by the Borrower in order to secure payment of the Notes and is hereby authorized to
<br />take all actions necessary or appropriate under the terms of the Mortgage and such other
<br />security to ensure timely payment of the principal of, premium, if any, and interest on the Notes.
<br />9. The Issuer has not participated in the preparation of any official statement or
<br />other disclosure document relating to the offer and sale of the Notes and the Issuer assumes no
<br />responsibility for the sufficiency, accuracy, or completeness of any information set forth in any
<br />such disclosure document.
<br />10. Except as otherwise provided in this resolution, all rights, powers, and privileges
<br />conferred and duties and liabilities imposed upon the Issuer or the Council by the provisions of
<br />this resolution or of the aforementioned documents shall be exercised or performed by the
<br />Issuer or by such members of the Council, or such officers, board, body, or agency thereof as
<br />may be required or authorized by law to exercise such powers and to perform such duties.
<br />No covenant, stipulation, obligation, or agreement herein contained or contained in the
<br />aforementioned documents shall be deemed to be a covenant, stipulation, obligation, or
<br />agreement of any member of the Council of the Issuer, or any officer, agent, or employee of the
<br />Issuer in that person's individual capacity, and neither the Council of the Issuer nor any officer
<br />or employee executing the Notes shall be liable personally on the Notes or be subject to any
<br />personal liability or accountability by reason of the issuance thereof.
<br />11. No provision, covenant, or agreement contained in the aforementioned
<br />documents, the Notes, or in any other document relating to the Notes, and no obligation therein
<br />or herein imposed upon the Issuer or the breach thereof, shall constitute or give rise to any
<br />pecuniary liability of the Issuer or any charge upon its general credit or taxing powers. In
<br />making the agreements, provisions, covenants, and representations set forth in such
<br />documents, the Issuer has not obligated itself to pay or remit any funds or revenues, other than
<br />funds and revenues derived from the Loan Agreement which are to be applied to the payment of
<br />the Notes, as provided in the terms of the Notes and the Loan Agreement.
<br />12. Except as herein otherwise expressly provided, nothing in this resolution or in the
<br />aforementioned documents, expressed or implied, is intended or shall be construed to confer
<br />upon any person or firm or corporation, other than the Issuer or any holder of the Notes issued
<br />under the provisions of this resolution, any right, remedy, or claim, legal or equitable, under and
<br />by reason of this resolution or any provisions hereof, this resolution, the aforementioned
<br />documents, and all of their provisions being intended to be and being for the sole and exclusive
<br />benefit of the Issuer and any holders from time to time of the Notes issued under the provisions
<br />of this resolution.
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