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(ii)refinancing the Prior Loans; (iii) funding required reserves for the Mounds View Note, if any; and (iv)paying the costs of issuing the Mounds View Note. The issuance of the Mounds View Note is also subject to the mutual agreement of the City, the Borrower, and the initial purchaser of the Mounds View Note as to the details of the Mounds View Note and provisions for its payment. 3.02. The Note shall not constitute a charge, lien, or encumbrance, legal or equitable, upon any property of the City except the City's interest in the loan or revenue agreement with respect to the Mounds View Note and the Project, and the Mounds View Note, when, as, and if issued, shall recite in substance that the Mounds View Note, including interest thereon, is payable solely from the revenues received from the Project and property pledged to the payment thereof, and shall not constitute a general or moral obligation of the City. 3.03. The law firm of Kennedy & Graven, Chartered, is authorized to act as Bond Counsel and to assist in the preparation and review of necessary documents relating to the Project and the Mounds View Note issued in connection therewith. The Mayor, the City Administrator, and other officers, employees, and agents of the City are hereby authorized to assist Bond Counsel in the preparation of such documents. Section 4. Costs. The Borrower will pay the administrative fees of the City and pay, or, upon demand, reimburse the City for payment of, any and all costs incurred by the City in connection with the Project and the issuance of the Mounds View Note, whether or not the Mounds View Note is issued. Section 5. Commitment Conditional. The adoption of this resolution does not constitute a guaranty or firm commitment that the City will issue the Mounds View Note as requested by the Borrower. The City retains the right in its sole discretion to withdraw from participation and accordingly not to issue the Mounds View Note, or issue the Mounds View Note in an amount less than the amount referred to herein, should the City at any time prior to issuance thereof determine that it is in the best interest of the City not to issue the Mounds View Note, or to issue the Mounds View Note in an amount less than the amount referred to in Section 3.01 hereof, or should the parties to the transaction be unable to reach agreement as to the terms and conditions of any of the documents required for the transaction. Section 6. Effective Date. This resolution shall be in full force and effect from and after its passage. Approved by the City Council of the City of Mounds View, Minnesota,this 8th day of September, 2014. Cr-c, I 491.1r, e Flaherty, v . •• (ATTEST) J Jim Ericson, City Administrator (SEAL) 3 449039v1 JAE MN475-38 NM\