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Assignment of Mortgage, the T1F Assignment, and the other documents referred to above, and this resolution. 18. If for any reason the Mayor is unable to execute and deliver those documents referred to in this resolution, any other member of the City Council, or any officer of the City duly delegated to act on behalf of the Mayor, may execute and deliver such documents with the same force and effect as if such documents were executed by the Mayor. If for any reason the City Administrator is unable to execute and deliver the documents referred to in this resolution, such documents may be executed and delivered by any member of the City Council or any officer of the City duly delegated to act on behalf of the City Administrator, with the same force and effect as if such documents were executed and delivered by the City Administrator. 19. The Borrower has agreed and it is hereby determined that any and all costs incurred by the City in connection with the financing of the Project will be paid by the Borrower. It is understood and agreed that the Borrower shall indemnify the City against all liabilities, losses, damages, costs, and expenses (including attorney's fees and expenses incurred by the City) arising with respect to the Project or the Notes, as provided for and agreed to by and between the Borrower and the City in the Series 2011A Loan Agreement and the Series 2012A Loan Agreement. 20. On any date subsequent to the date of issuance of the Notes, the Mayor and the City Administrator are hereby authorized to execute and deliver any amendments or supplements to any of the documents referred to in this resolution if, after review by bond counsel, the Mayor and the City Administrator determine that the execution and delivery of any such amendment or supplement is in the interests of the City. The Mayor and the City Administrator may impose any terms or conditions on their execution and delivery of any such amendment or supplement as the Mayor and the City Administrator deem appropriate. 21. The City hereby determines that the reasonably anticipated amount of tax-exempt obligations which will be issued by the City during calendar year 2011 does not exceed$10,000,000. For purposes of the preceding sentence, the term "tax-exempt obligation" does not include the tax-exempt obligations described in Section 265(b)(3)(C)(ii) of the Internal Revenue Code of 1986, as amended(the "Code"). The Series 2011A Note is hereby designated as a"qualified tax-exempt obligation"by the City for the purposes of Section 265(b)(3)of the Code for calendar year 2011. 22. The City hereby determines that the reasonably anticipated amount of tax-exempt obligations which will be issued by the City during calendar year 2012 does not exceed$10,000,000. For purposes of the preceding sentence, the term "tax-exempt obligation" does not include the tax-exempt obligations described in Section 265(b)(3)(C)(ii) of the Code. The Series 2012A Note is hereby designated as a"qualified tax-exempt obligation"by the City for the purposes of Section 265(b)(3) of the Code for calendar year 2012. In the event that Bond Counsel determines that it is necessary that the City confirm in calendar year 2012 that the reasonably anticipated amount of tax-exempt obligations which will be issued by the City during calendar year 2012 does not exceed $10,000,000, the Mayor and the City Administrator are hereby delegated the authority to make such determination and confirm such facts. 23. Pursuant to the provisions of Minnesota Statutes, Section 471.656, as amended, and pursuant to applicable provisions of Section 147(f) of the Internal Revenue Code of 1986, as amended, and of Treasury Regulations, Section 5f.103-2, the City hereby consents to the issuance of the Additional Notes by the Second Issuer, the application of the proceeds derived from the sale of the Additional Notes to the Additional Loans, and the application of the proceeds of the Additional Loans to the financing of the Project. 7