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BRIGGS AND MORGAN Joel Hanson, City Administrator June 30, 2015 Page 3 The Amended. Notes, and the interest on the Amended Notes: (1) shall not constitute general or moral obligations of the City; (ii) shall be payable solely from the revenues pledged therefor; (iii) shall not constitute a debt of the City within the meaning of any constitutional or statutory limitation; (iv) shall not constitute nor give rise to a pecuniary liability of the City or a charge against its general credit or taxing powers; and (v) shall not constitute a charge, lien, or encumbrance, legal or equitable, upon any property of the City other than the City's interest in the Prior Loan Agreements. Further, although the Prior Notes will be treated as refunded, the amendments by the Amended Notes will not require that the City designate the Amended Notes as "bank -qualified obligations." The Amended Notes will be "deemed designated" for that purpose, meaning that the Amended. Notes will not count against the City's ability to so designate up to ,510,000,000 of its own governmental bonds or other 501(o)(3) bonds in 2015. The Borrower has presented a resolution to the City Council requesting that the City adopt the resolution at its July 8th meeting to approve the Amended Notes. On behalf of the City, as the City's bond counsel, we have reviewed that resolution and found it to be acceptable. We will also review the Amended Notes and any related documents on the City's behalf. Please feel free to contact me if you have any questions or comments. CJC 7159759v1 Very truly yours, tie- Catherine J. Corlittey