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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. AI
<br />Wroval, 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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