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<br />equitable, under and by reason of this Resolution or any provision hereof or of the
<br />Agreements or any provision thereof; this Resolution, the Agreements and all of
<br />their provisions being intended to be and being for the sole and exclusive benefit of
<br />the Issuer and the holders from time to time of the Bonds issued under the
<br />provisions of this Resolution and the Agreements, and the Borrower to the extent
<br />expressly provided in the Agreements.
<br />
<br />Section 7. In case anyone or more of the provisions of this Resolution or of
<br />the Agreements or of the Bonds issued hereunder shall for any reason be held to be
<br />illegal or invalid, such illegality or invalidity shall not affect any other provision of
<br />this Resolution or of the Agreements or of the Bonds, but this Resolution, the
<br />Agreements, and the Bonds shall be construed as if such illegal or invalid provision
<br />had not been contained therein. The terms and conditions set forth in the
<br />Agreements, the pledge of revenues derived from the Program referred to in the
<br />Agreements, the pledge of collateral derived from the Program referred to in the
<br />Agreements, the creation of the funds provided for in the Indenture, the provisions
<br />relating to the application of the proceeds derived from the sale of the Bonds
<br />pursuant to and under the Indenture, and the application of said revenues,
<br />collateral, and other monies are all commitments, obligations, and agreements on the
<br />part of the Issuer contained in the Agreements, and the invalidity of the Agreements
<br />shall not affect the commitments, obligations, and agreements on the part of the
<br />Issuer to create such funds and to apply said revenues, other monies, and proceeds
<br />of the Bonds for the purposes, in the manner, and according to the terms and
<br />conditions fixed in the Indenture, it being the intention hereof that such
<br />commitments on the part of the Issuer are as binding as if contained in this
<br />Resolution separate and apart from the Indenture.
<br />
<br />Section 8. All acts, conditions, and things required by the laws of the State
<br />of Minnesota, relating to the adoption of this Resolution, to the issuance of the
<br />Bonds, and to the execution of the Agreements and the other documents referred to
<br />therein to happen, exist, and be performed precedent to and in the enactment of this
<br />Resolution, and precedent to the issuance of the Bonds, and precedent to the
<br />execution of the Agreements and the other documents referred to above have
<br />happened, exist, and have been performed as so required by law.
<br />
<br />Section 9. The City Council of the Issuer, officers of the Il:isuer, and
<br />attorneys and other agents or employees of the Issuer are hereby authorized to do
<br />all acts and things required of them by or in connection with this Resolution and the
<br />Agreements and the other documents referred to therein for the full, punctual, and
<br />complete performance of all the terms, covenants, and agreements contained in the
<br />Bonds, the Agreements and the other documents referred to above, and this
<br />Resolution.
<br />
<br />Section 10. The Issuer is not participating in the preparation of the Limited
<br />Offering Memorandum and has made and will make no independent investigation with
<br />respect to the information to be contained therein, including the Appendices thereto,
<br />and the Issuer assumes no responsibility for the sufficiency, accuracy or
<br />completeness of such information. Subject to the foregoing, the Issuer hereby
<br />consents to the distribution and the use by Piper Jaffray Inc. in connection with the
<br />issuance of the Bonds of the Limited Offering Memorandum in substantially the form
<br />on file with Issuer. The Limited Offering Memorandum is the sole material consented
<br />to by the Issuer for use in connection with the issuance of the Bonds.
<br />
<br />SNG77127
<br />NE136-119
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