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<br />necessary or appropriate in connection with the issuance, sale, and delivery of the
<br />Note, including the No-Arbitrage Certificate, and all other documents and-
<br />certificates as shall be necessary and appropriate in connection with the issuance,
<br />sale and delivery of the Note.
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<br />8. That all covenants, stipulations, obligations and agreements of the
<br />City contained in this resolution and the aforementioned documents shall be
<br />deemed to be the covenants, stipulations, obligations and agreements of the City to
<br />the full extent authorized or permitted by law, and all such covenants, stipulations,
<br />obligations and agreements shall be binding upon the City. Except as otherwise
<br />provided in this resolution, all rights, powers and privileges conferred and duties
<br />and liabilities imposed upon the City by the provisions of this resolution or of the
<br />aforementioned documents shall be exercised or performed by the City or by such
<br />members of the City Council, or such officers, board, body or agency thereof as
<br />may be required by law to exercise such powers and to perform such duties.
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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 />stipulation, obligation or agreement of any member of the City Council of the
<br />City, or any officer, agent or employee of the City in that person's individual
<br />capacity, and neither the City Council of the City nor any officer executing the
<br />Note shall be liable personally on the Note or be subject to any personal liability or
<br />accountability by reason of the issuance thereof.
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<br />9. That 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 />City or any holder of the Note 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 />City and any holder from time to time of the Note issued under the provisions of
<br />this resolution.
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<br />10. That in case anyone or more of the provisions of this resolution, or
<br />of the aforementioned documents, or of the Note issued hereunder shall for any
<br />reason be held to be illegal or invalid, such illegality or invalidity shall not affect
<br />any other provision of this resolution, or of the aforementioned documents, or of
<br />the Note, but this resolution, the aforementioned documents, and the Note shall be
<br />construed and endorsed as if such illegal or invalid provision had not been contained
<br />therein.
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<br />11. That the Note, when executed and delivered, shall contain a recital
<br />that it is issued pursuant to the Act, and such recital Shall be conclusive evidence
<br />of the validity of the Note 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 Note and to the execution
<br />of the aforementioned documents to happen, exist and be performed precedent to
<br />and in the enactment of this resolution, and precedent to issuance of the Note and
<br />precedent to the execution of the aforementioned documents have happened, exist
<br />and have been performed as so required by law.
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