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halting the movement of talented, educated personnel of mature age to other areas and thus g preserving the economic and human resources needed as a base fir p Vidin , governmental ro services and facilities; providing accessi " Die employnient opportunities for residents, in the area- and provision of governmental services, (3) the issuance and sale of the Note, the execution and delivery of thi's Agreement and the Pledge Agreement, and the performance of all covenants, and agreements of the City contained in this Agreement, the Note and the P'leidge Agreement, are authorized by the Act and have been duly authorized by resolutions of the governing body of the City adopted at a meeting thereof duly called and held on March _, 2008, by the affirmativie volte of not less than a majority of its members, (4) pursuant to the Resolution, the City has authorized and directed the Lender to disburse the proceeds of the Note directly to the Borrower and such other parties as may be entitled to payment for PrQject Costs, upon receipt of such supporting documentation as the Lender may deer -1 reasonably necessary or as required by this Agreement; (5) this Agreement and the Note, is a program inviestment within the meaninar of Treas. Reg. § 1.148-1 because it is part of a governmental program in whilc1� (a) the program involves the origination or acquisition of purpose investments, (b) at least 915 percent of the cost of the purpose, investments acquired under the program represents one or more loans t1o,501(c)(3) organ] zati ons, (c ).at least 95 percent of the receipts from the purpose investments are used to pay principal, 'interest or redemption prices on issues that I ' Inanced the program, to pay or reimburse administrative costs of those issues or of the pro gran I, to pay or reimburse anticipated future losses directly related to the program, to finance additional purpose investments for the same general purposes of the program, or to redeem and retire governmental obligations at the next earliest possible date of redemption, (d) the progriarn documents prohibit any obligor on a purpose investment financed by the program or any related party to that obligor from purchasing bonds of an issue that finance the program in an amount related to the amount of the purpose investment acquired from that obligor, and (e) the City has not waived the right to treat the investment as a program investment. The yield on this Agreement includes certain fees, playable by the Borrower as provided herein, but does not exceed the yield oil the Note by more than one and one-half percentage points. Section 2.2 Rerresentations, by ...... the Borrower. The Borrowler makes, the following representations as the basis for its covenants herein: (1) the Borrower is a Minnesota nonprofit corporation duly incorporated and in good standing under the laws of the State of Minnesota,, is duly authorized to conduct its business in all states where its activities require such authorization, has power to enter into this Agreement, the Mortgage and the Security Agreement and to use the Project for the purpose set forth in this Agreement and by proper corporate action has authorized the execution and delivery of this Agreement, the Mortgage and the Security Agreement; (2) the Borrower is an organization described in Section 501(c)1(3) of the Code and is exempt from tax under Section 501(a) of the Code. The Borrower is not a "private foundation" as defined in Section 509(a) of the Code. Not more than five percent (5%) of the proceeds of the 2144817x1 5