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<br />No covenant, stipulation, obligation or agreement herein contained or
<br />contained in the aforementioned documents shall be deemed to be a covenant
<br />,
<br />stipulation, obligation or agreement of any member of the City Council of the Issuer,
<br />or any officer, agent or employee of the Issuer in that person's individual capacity,
<br />and neither the City Council of the Issuer nor any officer or employee executing the
<br />Bonds shall be liable personally on the Bonds or be subject to any personal liability
<br />or accountability by reason of the issuance thereof.
<br />
<br />No provision, covenant or agreement contained in the aforementioned
<br />documents, the Bonds or in any other document related to the Bonds, and no
<br />obligation therein or herein imposed upon the Issuer or the breach thereof, shall
<br />constitute or give rise to any pecuniary liability of the Issuer or any charge upon
<br />its general credit or taxing powers. In making the agreements, provisions,
<br />covenants and representations set forth in such documents, the Issuer has not
<br />obligated itself to payor remit any funds or revenues, other than funds and
<br />revenues derived from the respective Loan Agreements and related security
<br />documents which are to be applied to the payment of the Bonds, as provided therein
<br />and in the respective Indentures.
<br />
<br />11. The Issuer has not participated in the preparation of the Preliminary
<br />Official Statements relating to the Bonds (the "Preliminary Official Statements"),
<br />which Preliminary Official Statements are expected to be amended and completed to
<br />add certain pricing and other information (as amended and completed, the "Official
<br />Statements") and has made and will make no independent investigation with respect
<br />to the information to be contained therein, including the Appendices thereto, and
<br />the Issuer assumes no responsibility for the sufficiency, accuracy or completeness
<br />of such information. Subject to the foregoing, the Issuer hereby consents to the
<br />distribution and the use by the Underwriter in connection with the sale of the Bonds
<br />of the Preliminary Official Statements and the Official Statements in the form on file
<br />with Issuer. The Preliminary Official Statements and the Official Statements are the
<br />sole materials consented to by the Issuer for use in connection with the offer and
<br />sale of the Bonds.
<br />
<br />12. Except as herein otherwise expressly provided, nothing in this
<br />resolution or in the aforementioned documents expressed or implied, is intended or
<br />shall be construed to confer upon any person or firm or corporation, other than the
<br />Issuer or any owner of the Bonds issued under the provisions of this resolution, any
<br />right, remedy or claim, legal or equitable, under and by reason of this resolution or
<br />any provision hereof, this resolution, the aforementioned documents and all of their
<br />provisions being intended to be and being for the sole and exclusive benefit of the
<br />Issuer and any owners from time to time of the Bonds issued under the provisions
<br />of this resolution.
<br />
<br />13. In case anyone or more of the provisions of this resolution, or of the
<br />aforementioned documents, or of the Bonds issued hereunder shall for any reason
<br />be held to be illegal or invalid, such illegality or invalidity shall not affect any other
<br />provision of this resolution, or of the aforementioned documents, or of the Bonds,
<br />but this resolution, the aforementioned documents, and the Bonds shall be construed
<br />and endorsed as if such illegal or invalid provision had not been contained therein.
<br />
<br />14. The Bonds, when executed and delivered, shall contain a recital that
<br />they are issued pursuant to the Act, and such recital shall be conclusive evidence
<br />of the validity of the Bonds and the regularity of the issuance thereof, and that all
<br />acts, conditions and things required by the laws of the State of Minnesota relating
<br />to the adoption of this resolution, to the issuance of the Bonds and to the execution
<br />of the aforementioned documents to happen, exist and be performed precedent to and
<br />
<br />SNG85937
<br />NE136-123
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