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<br />Amended Series 2011A Note and the Amended Series 2012A Note, any right, remedy, or claim, legal or
<br />equitable, under and by reason of this resolution or any provision hereof or of the Loan Agreement or any
<br />provision thereof; this resolution, the Loan Agreement and all of their provisions being intended to be,
<br />and being for the sole and exclusive benefit of the City, the Lender (or subsequent registered owners of
<br />the Series 2015 Note, the Amended Series 2011A Note, or the Amended Series 2012A Note issued or
<br />amended under the provisions of this resolution and the Loan Agreement), and the Borrower to the extent
<br />expressly provided in the Loan Agreement.
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<br />15. In case any one or more of the provisions of this resolution, or of the documents
<br />mentioned herein, or of the Series 2015 Note, the Amended Series 2011A Note, or the Amended Series
<br />2012A Note issued or amended hereunder (other than provisions expressing any limitation on the liability
<br />of the City) shall for any reason be held to be illegal or invalid, such illegality or invalidity shall not
<br />affect any other provision of this resolution, or of the aforementioned documents, or of the Series 2015
<br />Note, the Amended Series 2011A Note, or the Amended Series 2012A Note but this resolution, the
<br />aforementioned documents, and the Series 2015 Note, the Amended Series 2011A Note, or the Amended
<br />Series 2012A Note shall be construed and endorsed as if such illegal or invali d provisions had not been
<br />contained therein.
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<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 Series 2015 Note or the amendment of the Amended
<br />Series 2011A Note and the Amended Series 2012A Note, and to the execution of the Loan Agreement,
<br />the Assignment of Loan Agreement, and the other documents referred to above to happen, exist, and be
<br />performed precedent to and in the enactment of this resolution, and precedent to the issuance of the Series
<br />2015 Note or the amendment of the Amended Series 2011A Note and the Amended Series 2012A Note,
<br />and precedent to the execution of the Loan Agreement , the Assignment of Loan Agreement, and the
<br />other documents referred to above have happened, exist, and have been performed as so required by law.
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<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 Loan Agreement and the other documents referred to above for
<br />the full, punctual, and complete performance of all the terms, covenants, and agreements contained in the
<br />Series 2015 Note, the Amended Series 2011A Note, the Amended Series 201,A Note, the Loan
<br />Agreement, the Assignment of Loan Agreement, and the other documents referred to above, and this
<br />resolution.
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<br />18. If for any reason the Mayor is unable to execute and deliver those documents referred to
<br />in this resolution, any other member of the City Council, or any officer of the City duly delegated to act
<br />on behalf of the Mayor, may execute and deliver such documents with the same force and effect as if
<br />such documents were executed by the Mayor. If for any reason the City Administrator is unable to
<br />execute and deliver the documents referred to in this resolution, such documents may be executed and
<br />delivered by any member of the City Council or any officer of the City duly delegated to act on behalf of
<br />the City Administrator, with the same force and effect as if such documents were executed and delivered
<br />by the City Administrator.
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<br />19. The Borrower has agreed and it is hereby determined that any and all costs incurred by
<br />the City in connection with the financing of the Phase II Project will be paid by the Borrower. It is
<br />understood and agreed that the Borrower shall indemnify the City against all liabilities, losses, damages,
<br />costs, and expenses (including attorney’s fees and expenses incurred by the City) arising wit h respect to
<br />the Phase II Project, or the Series 2015 Note, the Amended Series 2011A Note, or the Amended Series
<br />2012A Note as provided for and agreed to by and between the Borrower and the City in the Loan
<br />Agreement.
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