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the name of the Subordinate Note, the aggregate principal amount of the Subordinate Note, the stated
<br /> maturities and maturity dates of the Subordinate Note,the interest rates on the Subordinate Note, and the
<br /> terms of optional and mandatory redemption of the Subordinate Note) as the Mayor and the City
<br /> Administrator of the City(the "Mayor" and "City Administrator," respectively), in their discretion, shall
<br /> determine. Upon approval of the Project by DEED,the Mayor and the City Administrator are authorized
<br /> and directed to prepare and execute the Subordinate Note as prescribed in the Servicing Agreement and
<br /> the Subordinate Note shall be delivered to the Servicer on behalf of the Lead Lender. The execution of
<br /> the Subordinate Note with the manual or facsimile signatures of the Mayor and the City Administrator
<br /> and the delivery of the Subordinate Note by the City shall be conclusive evidence of such determination.
<br /> The City Council of the City hereby authorizes and directs the Mayor and the City Administrator to
<br /> execute and deliver the Subordinate Note.
<br /> 2.03. The Subordinate Note shall be a special limited obligation of the City, and the principal
<br /> of, premium, if any, and interest on the Subordinate Note shall be payable solely from the proceeds of the
<br /> Subordinate Note, the revenues derived from the.Borrower pursuant to the terms of the Loan Agreement
<br /> and the Servicing Agreement, and the security provided by the Borrower in accordance with the terms of
<br /> the Loan Agreement, the Servicing Agreement, and any and all other security of any kind or nature
<br /> provided by the Borrower to the Servicer.
<br /> 2.04. The issuance of the Subordinate Note shall be contingent upon the City of Fridley
<br /> holding a duly-noticed public hearing and providing host approval for the issuance of the Subordinate
<br /> Note and the execution of the Cooperative Agreement by all parties.
<br /> Section 3. The Note Documents. The Cooperative Agreement, the Servicing Agreement
<br /> and the Loan Agreement (collectively, the "Note Documents") are hereby approved. The Mayor and the
<br /> City Administrator are hereby authorized and directed to execute and deliver the Note Documents. All of
<br /> the provisions of the Note Documents, when executed and delivered as authorized herein, shall be
<br /> deemed to be a part of this resolution as fully and to the same extent as if incorporated verbatim herein
<br /> and shall be in full force and effect from the date of execution and delivery thereof. The Note Documents
<br /> shall be substantially in the form on file with the City, with such omissions and insertions as do not
<br /> materially change the substance thereof, or as the Mayor and City Administrator, in their discretion, shall
<br /> determine, and the execution of the Note Documents by the Mayor and City Administrator shall be
<br /> conclusive evidence of such determination.
<br /> Section 4. Disbursements of Subordinate Note Proceeds. The proceeds of the Subordinate
<br /> Note shall be disbursed in accordance with the terms of the Loan Agreement, the Servicing Agreement,
<br /> and the Disbursing Agreement for the payment of the costs of the Project and related costs in accordance
<br /> with the terms of the Loan Agreement,the Servicing Agreement, and the Disbursing Agreement.
<br /> Section 6. Other Documents. The Mayor, the City Administrator, and the Finance Director
<br /> of the City are hereby authorized to execute and deliver, on behalf of the City, such other documents as
<br /> are necessary or appropriate in connection with the issuance, sale, and delivery of the Subordinate Note,
<br /> including one or more certificates of the City, an endorsement of the City to the tax certificate of the
<br /> Borrower, an Information Return for Tax-Exempt Private Activity Bond Issues, Form 8038, and all other
<br /> documents and certificates as shall be necessary and appropriate in connection with the issuance, sale,and
<br /> delivery of the Subordinate Note. The City hereby approves the execution and delivery by the Servicer of
<br /> the Servicing Agreement, the Disbursing Agreement, and all other instruments, certificates, and
<br /> documents prepared in conjunction with the issuance of the Subordinate Note that require execution by
<br /> the Servicer. The City hereby authorizes Kennedy & Graven, Chartered, acting as bond counsel, to
<br /> prepare,execute, and deliver its approving legal opinion with respect to the Subordinate Note.
<br /> 433887v1 JAE MU210-222 4
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