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be dated, shall mature, shall be in the principal amounts, shall be subject to redemption prior to maturity,
<br /> shall be in such form, and shall have such other terms, details, and provisions as are prescribed in an
<br /> Indenture of Trust with the Trustee (the "Refunding Indenture The City hereby authorizes a portion of
<br /> the Refunding Bonds to be issued as taxable obligations and /or the Bonds to be issued, in whole or in
<br /> part, as "tax- exempt bonds," the interest on which is excludable from gross income for federal and State
<br /> of Minnesota income tax purposes.
<br /> All of the provisions of the Refunding Bonds, when executed as authorized herein, shall be
<br /> deemed to be a part of this resolution as fully and to the same extent as if incorporated verbatim herein
<br /> and shall be in full force and effect from the date of execution and delivery thereof. The Refunding
<br /> Bonds shall be substantially in the form in the Refunding Indenture on file with the City, which form is
<br /> hereby approved, with such necessary and appropriate variations, omissions, and insertions (including
<br /> changes to the principal amounts of the Refunding Bonds, the stated maturities of the Refunding Bonds,
<br /> the interest rates on the Refunding Bonds and the terms of redemption of the Refunding Bonds) as the
<br /> Mayor and the City Administrator, in their discretion, shall determine. The execution of the Refunding
<br /> Bonds with the manual or facsimile signature of the Mayor and the City Administrator and the delivery of
<br /> the Refunding Bonds by the City shall be conclusive evidence of such determination.
<br /> 4. The Refunding Bonds shall be special, limited obligations of the City payable solely from
<br /> the revenues provided by the Borrower pursuant to a Loan Agreement (the "Refunding Loan Agreement
<br /> and other funds pledged pursuant to the Refunding Indenture; however, the City does not pledge its
<br /> general credit or taxing powers or any funds of the City to the payment of the Bonds. The City Council
<br /> hereby authorizes and directs the Mayor and the City Administrator to execute the Refunding Indenture
<br /> and the Refunding Loan Agreement in the name and on behalf of the City upon the issuance of the
<br /> Refunding Bonds. Any other documents and certificates necessary in connection with the issuance of the
<br /> Refunding Bonds, including but not limited to a Bond Purchase Agreement, a Regulatory Agreement and
<br /> an Assignment of Mortgage, shall be executed by the appropriate City officers. The execution of any of
<br /> the Refunding Indenture, the Refunding Loan Agreement or any other document or instrument by the
<br /> Mayor and the City Administrator or by the appropriate officer or officers of the City shall be conclusive
<br /> evidence of the approval of such document in accordance with the terms hereof.
<br /> 5. Except as otherwise provided in this resolution, all rights, powers, and privileges
<br /> conferred and duties and liabilities imposed upon the City or the City Council by the provisions of this
<br /> resolution or of the aforementioned documents shall be exercised or performed by the City or by such
<br /> members of the City Council, or such officers, board, body or agency thereof as may be required or
<br /> 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 agreement of any
<br /> member of the City Council, or any officer, agent or employee of the City in that person's individual
<br /> capacity, and neither the City Council nor any officer or employee executing the 2010 Bonds or the
<br /> Refunding Bonds shall be personally liable on the 2010 Bonds or the Refunding Bonds or be subject to
<br /> any personal liability or accountability by reason of the issuance thereof.
<br /> No provision, covenant or agreement contained in the aforementioned documents, the 2010
<br /> Bonds or the Refunding Bonds, or in any other document relating to the 2010 Bonds or the Refunding
<br /> Bonds, and no obligation therein or herein imposed upon the City or the breach thereof, shall constitute or
<br /> give rise to a general or moral obligation of the City or any pecuniary liability of the City or any charge
<br /> upon its general credit or taxing powers. In making the agreements, provisions, covenants, and
<br /> representations set forth in such documents, the City has not obligated itself to pay or remit any funds or
<br /> 379376v2 JSB MU210 -192
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