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Regulatory Agreements. The Regulatory Agreements shall be substantially in the form now on •
<br />file with the Issuer with such variations, omissions, and insertions as do not materially change the
<br />substance thereof, or as the Mayor, in the Mayor's discretion, shall determine, and the execution
<br />thereof by the Mayor shall be conclusive evidence of such determination.
<br />9. The Mayor and City Administrator are hereby authorized to execute and deliver,
<br />on behalf of the Issuer such other certificates, instruments, and other documents as are necessary,
<br />customary, or appropriate in connection with the issuance, sale, and delivery of the Bonds and
<br />Note, or are necessary to establish the validity or enforceability of the Bonds and Note, or are
<br />required by Bond Counsel to establish the validity or enforceability of the Bonds and Note or the
<br />exclusion from gross income of interest on the Bonds and Note for purposes of Federal and State
<br />of Minnesota income taxation. The authorization in this paragraph specifically includes the
<br />Assignment of Mortgage from the Issuer to the Trustee, and the Assignment of Subordinate
<br />Mortgage from the Issuer to the Subordinate Lender.
<br />10. The Issuer hereby consents to the distribution of the Preliminary Official
<br />Statement relating to the Bonds (the "Preliminary Official Statement"). The Issuer hereby
<br />consents to the use by the Underwriter of the final Official Statement substantially in the form of
<br />the Preliminary Official Statement described above (the "Official Statement") in connection with
<br />the offer and sale of the Bonds. The Preliminary Official Statement and the Official Statement
<br />are the sole materials consented to by the Issuer for use in connection with the offer and sale of
<br />the Bonds. The Issuer has not participated in the preparation of the Preliminary Official
<br />Statement or the Official Statement and takes no responsibility for and makes no representation
<br />or warranty as to the accuracy or completeness of such information.
<br />11. All covenants, stipulations, obligations, and agreements of the Issuer contained in
<br />this resolution and the aforementioned certificates, instruments, and documents shall be deemed
<br />to be the covenants, stipulations, obligations, and agreements of the Issuer to the full extent
<br />authorized or permitted by law, and all such covenants, stipulations, obligations, and agreements
<br />shall be binding upon the Issuer. No covenant, stipulation, obligation, or agreement herein
<br />contained or contained in the aforementioned certificates, instruments, or documents shall be
<br />deemed to be a covenant, stipulation, obligation, or agreement of any member of the City
<br />Council of the Issuer, or any officer, agent, or employee of the Issuer in that person's individual
<br />capacity, and neither the City Council of the Issuer nor any officer or employee executing the
<br />Bonds or Note shall be liable personally on the Bonds or Note or be subject to any personal
<br />liability or accountability by reason of the issuance thereof.
<br />No provision, covenant, or agreement contained in the aforementioned certificates,
<br />instruments, or documents, or in the Bonds or Note, or in any other document related to the
<br />Bonds or Note, and no obligation therein or herein imposed upon the Issuer or the breach thereof,
<br />shall constitute or give rise to any pecuniary liability of the Issuer or any charge upon its general
<br />credit or taxing powers. In making the agreements, provisions, covenants, and representations
<br />set forth in such documents, the Issuer has not obligated itself to pay or remit any funds or
<br />revenues, other than funds and revenues derived from the Loan Agreements which are to be
<br />applied to the payment of the Bonds and Note, respectively, as provided therein and in the •
<br />Indenture and Assignment and Pledge Agreement.
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