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or of the Series 2011A Loan Agreemant, the Series 2012A Loan Agreement, the Series 2011A
<br />Assignment, the Series 2012A Assignment, the Assignment of Mortgage, the TIF Assigz�ment, or the
<br />ather docunnents referred to above shall be exercised or performed by the City, or by suc� of�cers, board,
<br />body, or agency as may be required or authorized by law to exercise such powers and ta parform such
<br />duties. No cavenant, stipulation, obligation, representation, or agreernent herein contained or contained
<br />in the Series 201 lA Loa� Agreetnent, the Series 2012A Loan Agreement, t�e Series 2011A Assignment,
<br />the Series 2012A Assignment, the Assignment of Mortgaga, th� TIF Assignment, or the other documer�ts
<br />referred to above shall be deamed to be a covenant, stipu(ation, obligation, representation, or agree�nent
<br />of any elected afficial, officer, agent, �r employee of the City in that person's individual capacity, and
<br />neither the rnembers of the City Cauncil nor any officer ar employee executing the Nates shall be liable
<br />personally on the Notes or be subject to any personal liability or accountability by reason of the issuance
<br />thereof.
<br />14. Except as herein otherwise expressly provided, nothing in this resolution or in the
<br />Series 2011A Loan Agreement, the Series 2012A Loa� Agreemant, the Series 201 lA Assignmen�, ihe
<br />Series 2012A Assignment, the Assignment of Mortgage, or the TIF Assignment, expressed or �mplied, is
<br />intended or shall be constr�ed io con�er upon any person, firm, or corporation, ot�Zer than the City and the
<br />registered and beneficial owners of the Notes, any rzght, remedy, or claim, legal or equitable, under and
<br />by r�ason of this resolution or any provision hereof or of the Series 2011A Loan Agr�ement, the
<br />Series 2012A Loan Ageement, the Series 2011A Assignnaent, �he Series 2012A Assignment, the
<br />Assignment of Mortgage, the TIF Assignznent, or any provision thereof; this resolution, the Series 20I lA
<br />Loan Agreement, the Series 2012A Loan Agreement, the Series 2011A Assignrnent, the Series 2012A
<br />Assignment, the Assignment of Mortgage, the TIF Assignment, and all of their provisions being intencled
<br />to be, and being for the sole and exclusive benefit oi the City and the registered owners of the Notes
<br />issued under the provisions of this resol�tion and ihe Series 2011A Loan Agreement and the
<br />Series 2012A Loan Agreement, and the Barrower to the extent expressly provided in the Series 2011A
<br />Loan Agreement and the Series 2012A Loan Agreement.
<br />15. T�tt case any one or more of the provisions of this resolution, or of the documents
<br />mentioned k�erein, or of the Notes issued hereunder shall for ar�y reasan be held to be illegal or invalid,
<br />such iIlegality or invalidity shaIl not affeci any other provision of this resolution, or o�' the
<br />aforeme�:tioned documents, or of the Notes, but this resoIution, the aforementioned documents, and the
<br />Notes shall be construed and endarsed as if such illegal or invalid provisions had not bean contained
<br />therein.
<br />16. All acts, conditions, and things required by the laws oi the State af Minnesota, relating to
<br />the adaption of this resolution, to the issuance of the Notes, and to the execution of the Series 2011A
<br />Loan Agreement and the Seri�s 2012A Loan Agreement, the Series 2Q11A Assignment, the Series 2012A
<br />Assignment, the Assignrr�ent of Mortgage, t�e TIF Assi�nent, arid the other documents referrad to
<br />above to happen, exist, and be performed precedent to and in the enactrnent �i this resolution, and
<br />precedent to the issuance of the Notes, and precedent to the execution of the Series 2011A Loan
<br />Agreement and the Series 2Q12A Loan Agreement, the Series 2011A Assignment, the Series 2012A
<br />Assignment, the Assignment of Mortgage, the TIF Assignment, and the other documents referred to
<br />above have happened, exist, and have taeea perfarmed as so required by taw.
<br />17. The members of the City CounciI, ofFcers of the City, and attorneys and aiher agents or
<br />empIoyees of the City are hereby authorized ta da alt acts and things rec�uired by them by or in
<br />connection with this resolutian a�.d tk�e Seri�s 2011A Loan Agreerr�er�t and the Series 2012A Loan
<br />Agreement and the ather documents referred to above for tlae full, punctual, and complete performance o�
<br />all the terms, covenants, and agreements contained in the Notes, the Series 2011A I.,oan Agreement and
<br />the Series 20I2A Loan Agreeraent, the Series 2d11A Assigr�ment, the Series 2012A Assignrnent, the
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