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CONSENT OF REMARKETING AGENT AND HOLDER <br />The undersigned, as (a) the Remarketing Agent described and defined in the Original <br />Indenture (as defined in the attached First Amendment to Loan Agreement between the City of <br />Ramsey, Minnesota and Kilkenny Limited Liability Company) and (b) Holder of 100% of the <br />Outstanding principal amount of the Bonds), hereby consent to the attached First Amendment to <br />Loan Agreement and to the execution thereof by the 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-5 <br />2496623v1 <br />