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CONSENT OF REMARKETING AGENT AND HOLDER <br />The undersigned, as (a) the Remarketing Agent under the Original Indenture (as defined <br />in the attached First Supplemental Indenture of Trust between the City of Ramsey, Minnesota, as <br />Issuer, and U.S. Bank National Association, as Trustee) and (b) as Holder of 100% of the <br />Outstanding principal amount of the Bonds, hereby acknowledges receipt of the attached First <br />Supplemental Indenture of Trust and hereby consents to the terms thereof and execution by the <br />Issuer and the Trustee. <br />The undersigned hereby agrees to indemnify and hold harmless U.S. Bank National <br />Association, as Trustee, its successors and assigns, from and against all costs, expenses and <br />liabilities of any nature in the event the undersigned is not the beneficial owner of the Bonds as <br />represented above. <br />DOUGHERTY & COMPANY LLC <br />By <br />Its <br />S-4 <br />2496622v1 <br />