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Attachment A (d) under the provisions of Minnesota Statutes, Chapter 462C and as provided in the Funding Loan Agreement and Project Loan Agreement, the Note is not to be payable from or charged upon any funds other than the revenue pledged to the payment thereof; the Governmental Lender is not subject to any liability thereon; no holder of the Note shall ever have the right to compel any exercise by the Governmental Lender of its taxing powers to pay the Note or the interest or premiums thereon, or to enforce payment thereof against any property of the Governmental Lender except the interests of the Governmental Lender in the Project Loan Agreement which have been assigned to the Fiscal Agent under the Funding Loan Agreement; the Note shall not constitute a charge, lien, or encumbrance, legal or equitable upon any property of the Governmental Lender except the interests of the Governmental Lender in the Project Loan Agreement which have been assigned to the Fiscal Agent under the Funding Loan Agreementand the Assignment of Mortgage; the Note shall recite that the Note is issued without moral obligation on the part of the state or its political subdivisions, and that the Note, including interest thereon, is payable solely from the revenues pledged to the payment thereof; and, the Note shall not constitute a debt of the Governmental Lender within the meaning of any constitutional or statutory limitation. 6. The forms of the Note Documents and exhibits thereto are approved substantially in the form submitted. The Note Documents, in substantially the forms submitted, are directed to be executed in the name on behalf of the Governmental Lender by the Mayor and City Manager. Any other documents and certificates necessary to the transaction described above shall be executed by the appropriate Governmental Lender officers. Copies of all of the documents necessary to the transaction herein described shall be delivered, filed and recorded as provided herein and in the Note Documents. 7. The Governmental Lender shall proceed forthwith to issue the Note, in the form and upon the terms set forth in the Funding Loan Agreement and at a net interest rate not to exceed 8.0% per annum. The Note will be purchased on substantially the terms set forth in the Funding Loan Agreement and the Project Loan Agreement which have been submitted to the Governmental Lender in connection with this Resolution. The Mayor and City Manager are authorized and directed to prepare and execute the Note as prescribed in the Funding Loan Agreement and to deliver it to the Fiscal Agent for authentication and delivery to the Initial Funding Lender against payment therefor which is expected to be made by the Initial Funding Lender in installments. 8. The Mayor and City Manager and other officers of the Governmental Lender are authorized and directed to prepare and furnish to the Initial Funding Lender certified copies of all proceedings and records of the Governmental Lender relating to the Note, and such other affidavits and certificates as may be required to show the facts relating to the legality of the Note as such facts appear from the books and records in the officers' custody and control or as otherwise known to them; and all such certified copies, certificates and affidavits, including any heretofore furnished, shall constitute representations of the Governmental Lender as to the truth of all statements contained herein. 9. The approval hereby given to the various documents referred to above includes approval of such additional details therein as may be necessary and appropriate and such modifications thereof, deletions therefrom and additions thereto as may be necessary and appropriate and approved by the City Attorney and the Governmental Lender officials authorized herein to execute said documents prior to their execution; and said Governmental Lender officials 4 12503154v5