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<br />Section 3. For the purpose of financing the Program there is hereby
<br />authorized the issuance of the Bonds. The Bonds shall bear interest at such rates,
<br />shall be in such denomination, shall be numbered, shall be dated, shall mature, shall
<br />be subject to redemption prior to maturity, shall be in such form, and shall have
<br />such other details and provisions as are prescribed by the Indenture.
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<br />Section 4. The Bonds shall be special obligations of the Issuer payable solely
<br />from the revenues of the Program, in the manner provided in the Indenture. The
<br />Bonds do not constitute an indebtedness, liability, general or moral obligation
<br />(except to the extent of the trust estate pledged under the Indenture) or a pledge
<br />of the faith and credit or any taxing power of the Issuer, the State of Minnesota, or
<br />any political subdivision thereof. The Issuer hereby authorizes and directs the
<br />Mayor of the Issuer (the "Mayor") and the City Administrator of the Issuer (the
<br />"Administrator") to execute under the corporate seal of the Issuer, the Agreements,
<br />and to deliver the Agreements to said Trustee, and hereby authorizes and directs
<br />the execution of the Bonds in accordance with the Indenture, and hereby provides
<br />that the Indenture shall provide the terms and conditions, covenants, rights,
<br />obligations, duties, and agreements of the bondholders, the Issuer, and the Trustee
<br />as set forth therein.
<br />
<br />All of the provisions of the Agreements, when executed as authorized herein,
<br />shall be deemed to be a part of this Resolution as fully and to the same extent as if
<br />incorporated verbatim herein and shall be in full force and effect from the date of
<br />execution and delivery thereof. The Agreements shall be substantially in the form
<br />before the Issuer on the date hereof, and is hereby approved, with such changes as
<br />shall be approved by the Mayor pursuant to this section, and with such necessary
<br />and appropriate variations, omissions, and insertions as are not materially
<br />inconsistent with such form and as the Mayor, in his discretion, shall determine;
<br />provided that the execution thereof by the Mayor shall be conclusive evidence of
<br />such determination.
<br />
<br />Section 5. All covenants, stipulations, obligations, representations, and
<br />agreements of the Issuer contained in this Resolution or contained in the Agreements
<br />or other documents referred to therein shall be deemed to be the covenants,
<br />stipulations, obligations, representations, and agreements of the Issuer to the full
<br />extent authorized or permitted by law, and all such covenants, stipulations,
<br />obligations, representations, and agreements shall be binding upon the Issuer.
<br />Except as otherwise provided in this Resolution, all rights, powers, and privileges
<br />conferred, and duties and liabilities imposed, upon the Issuer by the provisions of
<br />this Resolution or of the Agreements or other documents referred to therein shall be
<br />exercised or performed by the Issuer, or by such officers, board, body, or agency
<br />as may be required or authorized by law to exercise such powers and to perform
<br />such duties. No covenant, stipulation, obligation, representation, or agreement
<br />herein contained or contained in the Indenture or other documents referred to above
<br />shall be deemed to be a covenant, stipulation, obligation, representation, or
<br />agreement of any officer, agent, or employee of the Issuer in that person's
<br />individual capacity, and neither the Council of the Issuer nor any officer or
<br />employee executing the Bonds shall be liable personally on the Bonds or be subject
<br />to any personal liability or accountability by reason of the issuance thereof.
<br />
<br />Section 6. Except as herein otherwise expressly provided, nothing in this
<br />Resolution or in the Agreements, expressed or implied, is intended or shall be
<br />construed to confer upon any person, firm, or corporation other than the Issuer,
<br />the holders of the Bonds, and the Trustee any right, remedy, or claim, legal or
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<br />0136-119
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