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DEC 12 2001 l 1:25 AM FR BRIGGS & MORGAN 651 223 6450 TO 96514982292 P'04 pelmltted by the Act and which the City and the Borrower deem necessary or desirable for the financi.ng of the Project. A draft of the Loan Agreement has been submitted to the City Council. (fl Pursuant to a Pledge Agreement (the "Pledge Agreement") to be entered into between the City and the Lender, the City has pledged and granted a security interest in all of its rights, title, and interest in the Loan Agreement to 1he Lender (except for certain rights of indemnification and to reimbursement for certain costs and expenses). A dr�ft of the Pledge Agreement has been submitted to the City Council. (g) Pursuant to a Mortgage, Security Agreement, Fi�ture Financing Statement and Assignment of Leases and Rents (the "Nlortgage") to be executed by the Borrower in favor of the City, the Borrower has secured payment of amounts due under the Loan Agreement and Note, respectively, by granting to the `Lender a mortgage and security interest in the property described therein, (g) Pursuant to a Disbursing Agreement (the "Disbursing Agreement") between the City, CI Title, the Borrower and the Lender the proceeds of the Note will be disbursed to the Borrower. (h) The Note will be a special limited obligations of the City, The Note shall not be payable from or charged upon any fiullds other than the revenues pledged to the payment thereof, nor shall the City be subject to any liability thereon. No holder of the Note shalt ever have the right to compel any exercise of the ta�ng power of the City to pay the Note or the interest thereon, nor to enforce payment thereof against any property of the City. The Note shall not constitute a debt of the City within the meaning of any constitutional or statutory limitation, (i) It is desirable, feasible and consistent with the objects and purposes of the Act to issue the Note, for the purpose of financing the costs of the Project. 1.2 Authorization and Ratification of Proj ect. The City has heretofore and does hereby authorize the Borrower, in accordance with the provisions of the Act and subject to the terms and conditions imposed by the Lender, to provide for the construction and equipping of the Project by such means as shall be available to the Borrower and in the manner determined by the Borrower, and without advertisement for bids as may be required for the construction atld acquisition of other municipal fecilitieS; and the City hereby ratifies, affirms, and approves all actions heretofore taken by the Borrower consist�nt with and in anticipation of such authority. SECTION 2. THE NOTE. 21 Authorized Amount and Form of Note. The Note issued pursuant to fihis ResoIution shall be in substantially the form submitted to the City Council on the date hereof, and shall mature �n the years and amounts and be subject to redemption as therein specified, as such may be modified by agreement of the Lender, the Borrower and the City; and the total aggregate principal amount of the Note that may be outstanding hereunder is expressly limited to $4,500,000, unless a duplicate Note is issued pursuant to Section 2.7. The offer of the Lender to purchase the Note at an aggregate purchasc price of $4,50Q,OQ0 is hereby accepted. 1352039vZ �