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<br /> -5- <br /> <br />2. The Series 2015 Note shall be a special limited obligation of the City payable solely from <br />revenues of the Project, in the manner provided in this resolution and the Loan Agreement. The Series <br />2015 Note does not constitute a general or moral obligation of the City, or a pledge of the faith and credit <br />or any taxing powers of the City, the State of Minnesota, or any political subdivision thereof. The City <br />hereby authorizes and directs the Mayor of the City (the “Mayor”) and the Administrator of the City (the <br />“City Administrator”) to execute the Series 2015 Note, and to deliver the Series 2015 Note to the Lender, <br />and hereby authorizes and directs the execution of the Series 2015 Note in accordance with its respective <br />terms and the terms of this resolution. The Mayor and the City Administrator are hereby authorized to <br />approve the interest rate on the Series 2015 Note, approve changes to the maturity schedule, optional and <br />mandatory redemption terms, and other terms and provisions of the Series 2015 Note; provided that the <br />maturity date for the Note shall not be later than the date set forth in the form of the Series 2015 Note on <br />file with the City on the date hereof. <br /> <br />3. The Note shall contain a recital that it is issued pursuant to the Act, and such recital shall <br />be conclusive evidence of the validity of the Note and the regularity of the issuance thereof, and that all <br />acts, conditions, and things required by the laws of the State of Minnesota relating to the adoption of this <br />resolution, to the issuance of the Note, and to the execution of the aforementioned documents have <br />happened, exist, and have been performed as so required by law. <br /> <br />4. The proceeds derived from the sale of the Series 2015 Note shall be loaned by the City to <br />the Borrower pursuant to the terms and conditions of the Loan Agreement. The loan repayments to be <br />made by the Borrower under the Loan Agreement are to be determined so as to produce revenues <br />sufficient to pay the principal of, premium, if any, and interest on the Series 2015 Note when due. The <br />Loan made pursuant to the Loan Agreement and the City’s rights to the loan repayments and certain other <br />rights under the Loan Agreement shall be assigned to the Lender as security for payment of the Series <br />2015 Note pursuant to the terms of the Assignment of Loan Agreement. The Series 2015 Note, the Loan <br />Agreement, and the Assignment of Loan Agreement shall be substantially in the forms on file with the <br />City on the date hereof, and are hereby approved, with such necessary and appropriate variations, <br />omissions, and insertions as do not materially change the substance thereof, or as the Mayor and City <br />Administrator, in their discretion, shall determine, and the execution and delivery thereof by the Mayor <br />and City Administrator shall be conclusive evidence of such determination. The Series 2015 Note, the <br />Loan Agreement, and the Assignment are directed to be executed in the name and on behalf of the City by <br />the Mayor and the City Administrator. All of the provisions of the Loan Agreement and the Assignment <br />of Loan Agreement, when executed as authorized herein, shall be deemed to be a part of this resolution as <br />fully and to the same extent as if incorporated verbatim herein and shall be in full force and effect from <br />the date of execution and delivery thereof. <br /> <br />5. The Assignment of Second Mortgage and the TIF Assignment shall be substantially in <br />the forms on file with the City on the date hereof, and are hereby approved, with such necessary and <br />appropriate variations, omissions, and insertions as do not materially change the substance thereof, or as <br />the Mayor and City Administrator, in their discretion, shall determine, and the execution and delivery <br />thereof by the Mayor and City Administrator shall be conclusive evidence of such determination. The <br />Assignment of Second Mortgage and the TIF Assignment are directed to be executed in the name and on <br />behalf of the City by the Mayor and the City Administrator. <br /> <br />6. The offer of the Lender to purchase the Series 2015 Note at a price of par is hereby <br />accepted. The Mayor and the City Administrator are hereby authorized and directed to execute and <br />deliver the Note Purchase Agreement. All of the provisions of the Note Purchase Agreement, when <br />executed and delivered as authorized herein, shall be deemed to be a part of this resolution as fully and to <br />the same extent as if incorporated verbatim herein and shall be in full force and effect from the date of