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<br />13. In case any one or more of the provisions of this resolution, other than the
<br />provisions contained in Sections 3 and 11 hereof, or of the aforementioned documents, or of the
<br />Notes issued hereunder shall for any reason be held to be illegal or invalid, such illegality or
<br />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
<br />shall be construed and endorsed as if such illegal or invalid provisions had not been contained
<br />therein.
<br />14. The Notes, when executed and delivered, shall contain a recital that it is issued
<br />pursuant to the Act, and such recital shall be conclusive evidence of the validity of the Notes
<br />and the regularity of the issuance thereof, and that all acts, conditions, and things required by
<br />the laws of the State of Minnesota relating to the adoption of this resolution, to the issuance of
<br />the Notes, and to the execution of the aforementioned documents to happen, exist, and be
<br />performed precedent to the execution of the aforementioned documents have happened, exist,
<br />and have been performed as so required by law.
<br />15. The officers of the Issuer, bond counsel, other attorneys, engineers, and other
<br />agents or employees of the Issuer are hereby authorized to do all acts and things required of
<br />them by or in connection with this resolution, the aforementioned documents, and the Notes for
<br />the full, punctual, and complete performance of all the terms, covenants, and agreements
<br />contained in the Notes, the aforementioned documents, and this resolution. In the event that for
<br />any reason the Mayor of the Issuer is unable to carry out the execution of any of the documents
<br />or other acts provided herein, any persons delegated the duties of the Mayor shall be authorized
<br />to act in the capacity of the Mayor and undertake such execution or acts on behalf of the Issuer
<br />with full force and effect, which execution or acts shall be valid and binding on the Issuer. If for
<br />any reason the City Administrator of the Issuer is unable to execute and deliver the documents
<br />referred to in this resolution, such documents may be executed by any person delegated the
<br />duties of the City Administrator, with the same force and effect as if such documents were
<br />executed and delivered by the City Administrator of the Issuer.
<br />16. The Issuer understands that the Borrower will pay the administrative fees of the
<br />Issuer and pay, or upon demand, reimburse the Issuer for payment of, any and all costs
<br />incurred by the Issuer in connection with the Project and the issuance of the Notes, whether or
<br />not the Notes are issued.
<br />17. The Notes are hereby designated by the Issuer as "qualified tax - exempt
<br />obligations" for purposes of Section 265(b)(3) of the Internal Revenue Code of 1986, as
<br />amended (the "Code "). With respect to the status of the Notes as qualified tax - exempt
<br />obligations, the Issuer hereby certifies that: (i) the reasonably anticipated amount of tax - exempt
<br />obligations (excluding private activity bonds other than qualified 501(c)(3) bonds and other than
<br />certain refunding bonds described in Section 265(b)(3) of the Code) which will be issued by the
<br />Issuer in 2006 does not exceed $10,000,000; and (ii) the Notes are qualified 501(c)(3) bonds.
<br />18. The United States Department of the Treasury has promulgated Treasury
<br />Regulations, Section 1.150 -2 (the "Regulation "), governing the use of the proceeds of tax -
<br />exempt bonds, all or a portion of which are to be used to reimburse the Issuer or a borrower
<br />from the Issuer for project expenditures paid prior to the date of issuance of such bonds. The
<br />Regulation requires that the Issuer adopt a statement of official intent to reimburse an original
<br />expenditure not later than sixty (60) days after payment of the original expenditure. The
<br />Regulation also generally requires that the bonds be issued and the reimbursement allocation
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