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10. All covenants, stipulations, obligations, representations, and agreements of the <br />City contained in this resolution or contained in the Indenture or other documents referred to <br />above shall be deemed to be the covenants, stipulations, obligations, representatives, and <br />agreements of the City to the full extent authorized or permitted by law, and all such covenants, <br />stipulations, obligations, representations, and agreements shall be binding upon the City. Except <br />as otherwise 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 respective <br />Indenture or other documents referred to above shall be exercised or performed by the City, or <br />by such officers, board, body, or agency as may be required or authorized by law to exercise <br />such powers and to perform such duties. No covenant, stipulation, obligation, representation, or <br />agreement herein contained or contained in the Indenture or other documents referred to above <br />shall be deemed to be a covenant, stipulation, obligation, representation, or agreement of any <br />elected official, officer, agent, or employee of the City in that person's individual capacity, and <br />neither the members of the City Council of the City nor any officer or employee executing the <br />Bonds shall be liable personally on the Bonds or be subject to any personal liability or <br />accountability by reason of the issuance thereof. <br />11. Except as herein otherwise expressly provided, nothing in this resolution or in the <br />Indenture, expressed or implied, is intended or shall be construed to confer upon any person, <br />fine, or corporation other than the City, and the Trustee, as fiduciary for owners of the Bonds, <br />any right, remedy, or claim, legal or equitable, under and by reason of this resolution or any <br />provision hereof or of the Indenture or any provision thereof; this resolution, the Indenture and <br />all of their provisions being intended to be, and being for the sole and exclusive benefit of the <br />City and the Trustee as fiduciary for owners of the Bonds issued under the provisions of this <br />resolution and the Indenture, and the Borrower to the extent expressly provided in the Indenture. <br />12. In case any one or more of the provisions of this resolution, or of the documents <br />mentioned herein, or of the Bonds issued hereunder shall for any reason be held to be illegal or <br />invalid, such illegality or invalidity shall not affect any other provision of this resolution, or of <br />the aforementioned documents, or of the Bonds, but this resolution, the aforementioned <br />documents, and the Bonds shall be construed and endorsed as if such illegal or invalid provisions <br />had not been contained therein. The terms and conditions set forth in the Indenture, the pledge <br />of revenues derived from the Project referred to in the Indenture, the pledge of collateral derived <br />from the Project referred to in the Indenture, the creation of the funds provided for in the <br />Indenture, the provisions relating to the application of the proceeds derived from the sale of the <br />Bonds pursuant to and under the Indenture, and the application of said- revenues, collateral, and <br />other money are all commitments, obligations, and agreements on the part of the City contained <br />in the Indenture, and the invalidity of the Indenture shall not affect the commitments, <br />obligations, and agreements on the part of the City to create such funds and to apply said <br />revenues, other money, and proceeds of the Bonds for the purposes, in the manner, and <br />according to the terms and conditions fixed in the Indenture, it being the intention hereof that <br />such commitments on the part of the City are as binding as if contained in this resolution <br />separate and apart from the Indenture. <br />13. All acts, conditions, and things required by the laws of the State of Minnesota, <br />relating to the adoption of this resolution, to the issuance of the Bonds, and to the execution of <br />the Indenture and the other documents referred to above to happen, exist, and be performed <br />2363919v 1 ~] <br />