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5. Approval and Execution of Documents. The forms of Indenture, Loan Agreement
<br /> and Bond Purchase Agreement, referred to in paragraph 4, are approved. Officers of the Issuer,
<br /> as identified in paragraph 10 below, shall execute and deliver the Bond Purchase Agreement, the
<br /> Indenture and the Loan Agreement, substantially in the forms on file, but with all such changes
<br /> therein as may be approved by the officers executing the same, which approval shall
<br /> conclusively be evidenced by the execution thereof. Each of such documents shall be executed
<br /> and delivered in the name and on behalf of the Issuer by the officers identified in paragraph 10.
<br /> 6. Approval, Execution and Delivery of the Bonds. The officers of the Issuer are
<br /> hereby authorized and directed to execute and issue the Bonds, and the Bonds shall be issued in
<br /> such series and shall be substantially in such forms, mature, bear interest, and be payable
<br /> according to such terms and shall otherwise contain such terms and provisions as are set forth in
<br /> the Indenture, which terms are for this purpose incorporated in this Resolution and made a part
<br /> hereof,provided, however, that the aggregate principal amount of the Bonds, the interest rates
<br /> thereon, the amount and dates of the principal payments required to be made with respect
<br /> thereto, and the rights of optional and mandatory redemption with respect thereto shall all be set
<br /> forth in the Indenture as executed and shall all be subject to the final approval of the officers of
<br /> the Issuer who execute and deliver the Indenture in accordance with the provisions of this
<br /> Resolution, such approval to be conclusively evidenced by the execution thereof,provided
<br /> further, however, that, in no event shall the aggregate principal amount of the Bonds exceed
<br /> $4,000,000, shall the final maturity of the Bonds be in excess of 30 years from the date of
<br /> issuance thereof, nor shall the net interest cost with respect to the Bonds exceed 6.00%per
<br /> annum. Each of the Bonds shall recite that it is issued pursuant to the Act and such recital shall,
<br /> to the fullest extent permitted by law, conclusively establish the legality and validity thereof.
<br /> The Bonds shall be sold to the Underwriter in accordance with and upon the terms and
<br /> conditions set forth in the Bond Purchase Agreement. The proposal of the Underwriter to
<br /> purchase the Bonds, as further provided in the Bond Purchase Agreement, at the purchase price
<br /> set forth therein, is hereby accepted.
<br /> 7. Certificates, etc. The officers and employees of the Issuer are authorized to
<br /> prepare and furnish to Dorsey & Whitney LLP, Minneapolis, Minnesota, Bond Counsel to the
<br /> Underwriter, and to the Underwriter, certified copies of all proceedings and records of the Issuer
<br /> relating to the Bonds, and such other affidavits and certificates as may be required to show the
<br /> facts appearing from the books and records in the officers' custody and control or as otherwise
<br /> known to them; and all such certified copies, certificates and affidavits, including any heretofore
<br /> furnished, shall constitute representations of the Issuer as to the truth of all statements of fact
<br /> contained therein.
<br /> 8. Official Statement. The Issuer hereby consents to the circulation by the
<br /> Underwriter of the Official Statement, substantially in the form now on file, in offering the
<br /> Bonds for sale;provided, however, that the Issuer has not participated in the preparation of the
<br /> Official Statement or independently verified the information in the Official Statement and takes
<br /> no responsibility for, and makes no representations or warranties as to, the accuracy or
<br /> completeness of such information.
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