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the covenants, stipulations, obligations and agreements of the Issuer to the full extent authorized or permitted by law, and all such covenants, stipulations, obligations and agreements shall be binding upon the Issuer. Except as otherwise provided in this Resolution~ all rights, powers and privileges conferred and duties and liabilities imposed upon the Issuer by the provisions of this Resolution or the aforementioned documents shall be exercised or performed by such officers, board, body or agency thereof as may be required or authorized by law to exercise such powers and to perform such duties. No covenant, stipulation, obligation or agreement herein contained or contained in the aforementioned documents shall be deemed to be a covenant, stipulation, obligation or agreement of any member of the City Council of the Issuer, or any officer, agent or employee of the Issuer in that person's individual capacity, and neither the City Council of the Issuer nor any officer or employee executing the Bonds shall be liable personally on the Bonds or be subject to any personal liability or accountability by reason of the remarketing thereof. . No provision, covenant or agreement contained in the aforementioned documents, the Bonds or in any other document related to the Bonds, and no obligation therein or herein imposed upon the Issuer or the breach thereof, shall constitute or give rise to any pecuniary liability of the Issuer or any charge upon its general credit or taxing powers. In making the agreements, provisions, covenants and representations set forth in such documents, the Issuer has not obligated itself to payor remit any funds or revenues, other than funds and revenues derived from the Loan Agreement, as amended pursuant to the Amendment to Loan Agreement which are to be applied to the payment of the Bonds, as provided therein and in the Amended and Restated Indenture. 6. The Issuer is not participating in the preparation of the Preliminary Remarketing Memorandum relating to the Bonds (the "Preliminary Remarketing Memorandum"), which Preliminary Remarketing Memorandum is expected to be amended and completed to add certain pricing and other information (as amended and completed, the "Remarketing Memorandum") and has made and will make no independent investigation with respect to the information to be contained therein, including the Appendices thereto, and the Issuer assumes no responsibility for the sufficiency, accuracy or completeness of such information. Subject to the foregoing, the Issuer hereby consents to the distribution and the use by Miller & Schroeder Financial, Inc. in connection with the remarketing of the Bonds of the Preliminary Remarketing Memorandum and the Remarketing Memorandum in the form on file with Issuer. The Preliminary Remarketing Memorandum and the Remarketing Memorandum are the sole materials consented to by the Issuer for use in connection with the remarketing of the Bonds. 7. Except as herein otherwise expressly provided, nothing in this Resolution or in the aforementioned documents expressed or implied, is intended or shall be construed to confer upon any person or firm or corporation, other than the Issuer or any owner of the Bonds remarketed under the provisions of this Resolution, any right, remedy or claim, legal or equitable, under and by reason of this Resolution or any provision hereof, this Resolution, the aforementioned documents and all of their provisions being intended to be and being for the sole and exclusive benefit of the Issuer and any Owners from time to time of the Bonds remarketed under the provisions of this Resolution. SNG56145 NE116-107 3