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199552303v5 4 (a) the issuance and sale of the Note, the execution and delivery by the Governmental Lender of the Note Documents and the performance of all covenants and agreements of the Governmental Lender contained in the Note Documents and of all other acts and things required under the constitution and laws of the State of Minnesota to make the Note Documents and the Note valid and binding obligations of the Governmental Lender in accordance with their terms, are authorized by the Act; (b) it is desirable that the Note be issued by the Governmental Lender upon the terms set forth in this Resolution and the Funding Loan Agreement; (c) the basic payments under the Loan Agreements are fixed to produce revenue sufficient to provide for the prompt payment of principal of, premium, if any, and interest on the Note issued hereunder when due, and the Loan Agreements also provide that the Borrower is required to pay all expenses of the operation and maintenance of the Project, including, but without limitation, adequate insurance thereon and insurance against all liability for injury to persons or property arising from the operation thereof, and all taxes and special assessments levied upon or with respect to the Project premises and payable during the term of the Loan Agreements; (d) under the provisions of Minnesota Statutes, Chapter 462C and as provided in the Loan Agreements, 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 Borrower Loan Agreement which have been assigned to the Funding Lender 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 Borrower Loan Agreement which have been assigned to the Funding Lender under the Funding Loan Agreement; 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. 7. (a) The Governmental Lender will cause to be kept at the office of the City Administrator a Note Register in which, subject to such reasonable regulations as it may prescribe, the Governmental Lender shall provide for the registration of transfers of ownership of the Note. The Note shall be initially registered in the name of the Funding Lender and shall be transferable upon the Note Register by the Funding Lender in person or by its agent duly authorized in writing, upon surrender of the Note together with a written instrument of transfer satisfactory to the City Administrator, duly executed by the Funding Lender or its duly authorized agent. The following form of assignment shall be sufficient for said purpose. For value received ___________ hereby sells, assigns and transfers unto ________________ the within Note of the City of Little Canada, Minnesota, and does hereby irrevocably constitute and appoint ___________________ attorney to transfer said Note on the books of said Governmental Lender with full power of