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or of the Series 2011A Loan Agreement, the Series 2012A Loan Agreement, the Series 2011A
<br /> Assignment, the Series 2012A Assignment, the Assignment of Mortgage, the TIF Assignment, or the
<br /> other documents referred to above shall be exercised or performed by the City, or by such officers, board,
<br /> body, or agency as may be required or authorized by law to exercise such powers and to perform such -
<br /> duties. No covenant, stipulation, obligation, representation, or agreement herein contained or contained
<br /> in the Series 2011A Loan Agreement,the Series 2012A Loan Agreement, the Series 2011A Assignment,
<br /> the Series 2012A Assignment,the Assignment of Mortgage, the TIF Assignment, or the other documents
<br /> referred to above shall be deemed to be a covenant, stipulation, obligation, representation, or agreement
<br /> of any elected official, officer, agent, or employee of the City in that person's individual capacity, and
<br /> neither the members of the City Council nor any officer or employee executing the Notes 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 Loan Agreement, the Scries 2011A Assignment, the
<br /> Series 2012A Assignment,the Assignment of Mortgage, or the TIF Assignment, expressed or implied, is
<br /> intended or shall be construed to confer upon any person, firm, or corporation, other than the City and the
<br /> registered and beneficial owners of the Notes, any right, remedy, or claim, legal or equitable, under and
<br /> by reason of this resolution or any provision hereof or of the Series 2011A Loan Agreement, the
<br /> Series 2012A Loan Agreement, the Series 201 IA Assignment, the Series 2012A Assignment, the
<br /> Assignment of Mortgage,the TIF Assignment, or any provision thereof,this resolution,the Series 2011A
<br /> Loan Agreement, the Series 2012A Loan Agreement, the Series 2011A Assignment, the Series 2012A
<br /> Assignment, the Assignment of Mortgage,the TIF Assignment, and all of their provisions being intended
<br /> to be, and being for the sole and exclusive benefit of the City and the registered owners of the Notes
<br /> issued under the provisions of this resolution and the Series 2011A Loan Agreement and the
<br /> Series 2012A Loan Agreement, and the Borrower to the extent expressly provided in the Series 2011A
<br /> Loan Agreement and the Series 2012A Loan Agreement.
<br /> 15. In case any one or more of the provisions of this resolution, or of the documents
<br /> mentioned herein, or of the Notes issued hereunder shall for any reason be held to be illegal or invalid,
<br /> such illegality or invalidity shall not affect any other provision of this resolution, or of the
<br /> aforementioned documents, or of the Notes, but this resolution, the aforementioned documents, and the
<br /> Notes shall be construed and endorsed as if such illegal or invalid provisions had not been contained
<br /> therein.
<br /> 16. All acts, conditions,and things required by the laws of the State of Minnesota,relating to
<br /> the adoption of this resolution, to the issuance of the Notes, and to the execution of the Series 2011A
<br /> Loan Agreement and the Series 2012A 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 to happen, exist, and be performed precedent to and in the enactment of 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 2012A 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 been performed as so required by law.
<br /> 17. The members of the City Council, officers of the City, and attorneys and other agents or
<br /> employees of the City are hereby authorized to do all acts and things required by them by or in
<br /> connection with this resolution and the Series 2011A Loan Agreement and the Series 2012A Loan
<br /> Agreement and the other documents referred to above for the full,punctual, and complete performance of
<br /> all the terms, covenants, and agreements contained in the Notes, the Series 201 IA Loan Agreement and
<br /> the Series 2012A Loan Agreement, the Series 2011A Assignment, the Series 2012A Assignment, the
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