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Agreement, dated on or after January 1,2012 (the "Series 2012A Assignment"), between the City, the
<br /> Borrower, and the Lender; and
<br /> WHEREAS, the obligations of the Borrower under the terms of the Series 2011A Loan
<br /> Agreement, the Series 2011A Assignment, the Series 2012A Loan Agreement, and the Series 2012A
<br /> Assignment will be secured by a Mortgage, Security Agreement, Fixture Financing Statement, and
<br /> Assignment of Leases and Rents, dated on or after September 1, 2011 (the "Mortgage"), from the _
<br /> Borrower in favor of the City and the Second Issuer, an Assignment of Mortgage, Security Agreement,
<br /> Fixture Financing Statement, and Assignment of Leases and Rents, dated on or after September 1,2011
<br /> (the "Assignment of Mortgage"), from the City and the Second Issuer in favor of the Lender, and by a
<br /> Collateral Assignment of Contract for Private Development, dated on or after September 1, 2011 (the
<br /> "TIF Assignment"),between the City,the Borrower,and the Lender;and
<br /> WHEREAS, the Series 2011A Note and the Series 2012A Note, and the interest on the
<br /> Series 201 IA Note and the Series 2012A Note: (i)shall not constitute general or moral obligations of the
<br /> City and shall be payable solely from the revenues pledged therefor; (ii) shall not constitute a debt of the
<br /> City within the meaning of any constitutional or statutory limitation; (iii) shall not constitute nor give rise
<br /> to a pecuniary liability of the City or a charge against its general credit or taxing powers; and(iv) shall not
<br /> constitute a charge, lien, or encumbrance, legal or equitable, upon any property of the City other than the
<br /> City's interest in the Series 2011A Loan Agreement and the Series 2012A Loan Agreement.
<br /> NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
<br /> ARDEN HILLS, MINNESOTA,AS FOLLOWS:
<br /> 1. For the purposes described in this resolution, there is hereby authorized the issuance of
<br /> the Series 2011A Note in the original aggregate principal amount not to exceed $10,000,000, The
<br /> Series 2011A Note shall bear interest at such rates, shall be in such denomination, shall be numbered,
<br /> shall be dated, shall mature, shall be subject to redemption prior to maturity, shall be in such form, and
<br /> shall have such other details and provisions as are prescribed in the form of the Series 2011A Note on file
<br /> with the City on the date hereof. All of the provisions of the Series 2011A Note, when executed as
<br /> authorized herein, shall be deemed to be a part of this resolution as fully and to the same extent as if
<br /> incorporated verbatim herein and shall be in full force and effect from the date of execution and delivery
<br /> thereof.
<br /> 2. For the purposes described in this resolution, there is hereby authorized the issuance of
<br /> the Series 2012A Note in the original aggregate principal amount not to exceed $10,000,000. The
<br /> Series 2012A Note shall bear interest at such rates, shall be in such denomination, shall be numbered,
<br /> shall be dated, shall mature, shall be subject to redemption prior to maturity, shall be in such form, and
<br /> shall have such other details and provisions as are prescribed in the form of the Series 2012A Note on file
<br /> with the City on the date hereof. All of the provisions of the Series 2012A Note, when executed as
<br /> authorized herein, shall be deemed to be a part of this resolution as fully and to the same extent as if
<br /> incorporated verbatim herein and shall be in full force and effect from the date of execution and delivery
<br /> thereof.
<br /> 3. The Series 201IA Note and the Series 2012A Note (collectively, the "Notes") shall be
<br /> special limited obligations of the City payable solely from revenues of the Project, in the manner provided
<br /> in this resolution and the Series 2011A Loan Agreement and the Series 2012A Loan Agreement,
<br /> respectively. The Notes do not constitute general or moral obligations of the City, or a pledge of the faith
<br /> and credit or any taxing powers of the City, the State of Minnesota, or any political subdivision thereof.
<br /> The City hereby authorizes and directs the Mayor of the City (the "Mayor") and the Administrator of the
<br /> City (the "City Administrator")to execute the Notes, and to deliver the Notes to the Lender, and hereby
<br /> 3
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