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The City hereby authorizes the Borrower to provide such security for payment of its obligations
<br /> under the Loan Agreement and for payment of the Bonds,including but not limited to the Promissory Note,
<br /> any mortgages,guarantees or other documents required by the purchaser of the Bonds,and the City hereby
<br /> approves the execution and delivery of such security.
<br /> 8. Bond Opinion. The City hereby authorizes Kennedy & Graven, Chartered, as bond
<br /> counsel,to prepare, execute,and deliver its approving legal opinions with respect to the Bonds.
<br /> 9. Official Statement. The City has not participated in the preparation of the Official
<br /> Statement relating to the offer and sale of the Bonds (the "Official Statement"), and has made no
<br /> independent investigation with respect to the information contained therein, including the appendices
<br /> thereto, and the City assumes no responsibility for the sufficiency, accuracy, or completeness of such
<br /> information, except for the information under the captions "THE ISSUER" and"NO LITIGATION—The
<br /> Issuer." Subject to the foregoing,the City hereby consents to the distribution and the use by the Underwriter
<br /> of the Official Statement in connection with the offer and sale of the Bonds. The Official Statement are the
<br /> sole material consented to by the City for use in connection with the offer and sale of the Bonds.
<br /> 10. Council Authority;No Personal Liability. Except as otherwise provided in this resolution,
<br /> all rights, powers, and privileges conferred and duties and liabilities imposed upon the City or the City
<br /> Council by the provisions of this resolution or of the aforementioned documents shall be exercised or
<br /> performed by the City or by such members of the City Council, or such officers, board, body or agency
<br /> thereof as 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 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 Bonds shall be personally
<br /> liable on the Bonds or be subject to any personal liability or accountability by reason of the issuance thereof.
<br /> Except as otherwise expressly provided herein,nothing in this resolution or in the aforementioned
<br /> documents expressed or implied, is intended or shall be construed to confer upon any person or firm or
<br /> corporation, other than the City, or any holder of the Bonds issued under the provisions of this resolution,
<br /> any right, remedy or claim, legal or equitable, under and by reason of this resolution or any provisions
<br /> hereof,this resolution,the aforementioned documents, and all of their provisions being intended to be and
<br /> being for the sole and exclusive benefit of the City, and any holder from time to time of the Bonds issued
<br /> under the provisions of this resolution.
<br /> 11. Severability. hi case any one or more of the provisions of this resolution, other than the
<br /> provisions contained Sections 5 and 10, or of the aforementioned documents, or of the Bonds issued
<br /> hereunder shall for any reason be held to be illegal or invalid, such illegality or invalidity shall not affect
<br /> any other provision of this resolution, or of the aforementioned documents, or of the Bonds, but this
<br /> resolution,the aforementioned documents,and the Bonds shall be construed and endorsed as if such illegal
<br /> or invalid provisions had not been contained therein.
<br /> 12. Validity. The Bonds, when executed and delivered, shall contain a recital that they are
<br /> issued pursuant to the Act, and such recital shall be conclusive evidence of the validity of the Bonds and
<br /> the regularity of the issuance thereof, and that all acts, conditions, and things required by the laws of the
<br /> State of Minnesota relating to the adoption of this resolution, to the issuance of the Bonds, and to the
<br /> execution of the aforementioned documents to happen, exist, and be performed precedent to the execution
<br /> of the aforementioned documents have happened, exist, and have been performed as so required by law.
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<br /> SA130-295-988488.v2
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