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Series 2016 Notes will be used to (i) refinance the 2016 Facilities by redeeming and prepaying the outstanding Prior Obligations; and (ii) pay costs of issuance of the Series 2016 Notes. 2. The governing bodies of the Issuer City and the Host Cities have conducted public hearings with respect to the refinancing of the 2016 Facilities. 3. The governing bodies of the Host Cities and the Issuer City have each adopted a resolution approving this Cooperative Agreement and authorizing its execution and delivery. 4. The Host Cities hereby each consent to and approve: (a) the issuance of the Series 2016 Notes by the Issuer City; and (b) the refinancing of the 2016 Facilities by the Issuer City with the proceeds of the Series 2016 Notes to be issued by the Issuer City. 5. Except to the extent specifically provided herein, the Host Cities and the Issuer City shall not incur any obligations or liabilities to each other as a result of the issuance of the Series 2016 Notes. The Series 2016 Notes shall be a special, limited obligation of the Issuer City payable solely from proceeds, revenues, and other amounts specifically pledged to the payment of the Series 2016 Notes. The Series 2016 Notes and the interest thereon shall not constitute or give rise to a pecuniary liability, general or moral obligation, or a pledge of the full faith and credit or taxing powers of the Host Cities, the Issuer City, the State of Minnesota, or any political subdivision of the above, within the meaning of any constitutional or statutory provisions. 6. All costs incurred by the Host Cities and the Issuer City in the authorization, execution, delivery, and performance of this Cooperative Agreement and all related transactions shall be paid by the Obligated Group. 7. Pursuant to the Loan Agreement, dated as of January 1, 2016 (the "Loan Agreement"), between the Issuer City, the Obligated Group Agent on behalf of the Obligated Group, and Piper Jaffray Lending LLC, as lead lender (the "Lead Lender"), the Obligated Group has agreed to indemnify and hold harmless the Issuer City and the Host Cities and their officers, agents and employees harmless from and against all liabilities, losses, damages, costs, expenses (including attorneys' fees and expenses), causes of action, suits, claims, demands and judgments of any nature arising from the acts or omissions of the respective officers, agents, or employees of the Obligated Group or related to the issuance of the Series 2016 Notes. 8. This Cooperative Agreement may not be terminated by any party so long as the Series 2016 Bonds are outstanding. 9 This Cooperative Agreement may be amended by the Host Cities and the Issuer City at any time with the consent of all parties to this Cooperative Agreement. No amendment may impair the rights of the Obligated Group or the holder of the Series 2016 Notes. 10. This Cooperative Agreement may be executed in several counterparts, each of which shall be regarded as an original and all of which shall constitute but one and the same agreement. 470106v1 JAE LA135-30