|
the Prior Loans; (iii) fund required reserves for the Mounds View Note, if any; and (iv)pay the costs of
<br /> issuing the Mounds View Note.
<br /> 1.10. The loan repayments required to be made by the Borrower under the terms of the Loan
<br /> Agreement and certain other rights will be assigned to the Lender under the terms of a Pledge Agreement,
<br /> to be dated on or after December 1, 2014 (the"Pledge Agreement"),between the City and the Lender.
<br /> 1.11. In consideration of the Loan by the City and to secure the payment of its obligations
<br /> under the Loan Agreement and the principal of, premium, if any, and interest on the Mounds View Note
<br /> when due, the Borrower and one or more of its affiliates will execute and deliver one or more mortgage
<br /> documents granting a mortgage lien on certain property of the Borrower or its affiliates (the "Mortgage")
<br /> and other security documents that are intended to secure timely payment of the Loan. One or more
<br /> guarantors are expected to deliver one or more guaranty agreements (the "Guaranty") to the Lender
<br /> pursuant to which the obligations of the Borrower under the Loan Agreement will be guaranteed.
<br /> 1.12. The principal of, premium, if any, and interest on the Mounds View Note (i) shall be
<br /> payable solely from the revenues pledged and otherwise available therefor; (ii) shall not constitute a debt
<br /> of the City within the meaning of any constitutional or statutory limitation; (iii) shall not constitute nor
<br /> give rise to a pecuniary liability of the City or a charge against its general credit or taxing powers; and
<br /> (iv) shall not constitute a charge, lien, or encumbrance, legal or equitable, upon any property of the City
<br /> other than the City's interest in the Loan Agreement.
<br /> Section 2. The Mounds View Note.
<br /> 2.01. For the purposes set forth above, there is hereby authorized the issuance, sale and
<br /> delivery of the Mounds View Note in an aggregate principal amount not to exceed $4,000,000. The
<br /> Mounds View Note shall bear interest at rates designated by the terms of the Mounds View Note, and
<br /> shall be designated, shall be numbered, shall be dated, shall mature, shall be subject to redemption prior
<br /> to maturity, shall be in such form, and shall have such other terms, details, and provisions as are
<br /> prescribed in the form of the Mounds View Note now on file with the City, with the amendments
<br /> referenced herein. The City hereby authorizes the Mounds View Note to be issued as a "tax-exempt
<br /> bond"the interest on which is not included in gross income for federal and State of Minnesota income tax
<br /> purposes.
<br /> 2.02. All of the provisions of the Mounds View Note, when executed as authorized herein,
<br /> shall be deemed to be a part of this resolution as fully and to the same extent as if incorporated verbatim
<br /> herein and shall be in full force and effect from the date of execution and delivery thereof. The Mounds
<br /> View Note shall be substantially in the form now on file with the City, which form is hereby approved,
<br /> with such necessary and appropriate variations, omissions, and insertions (including changes to the name
<br /> of the Mounds View Note,the aggregate principal amount of the Mounds View Note, the stated maturity
<br /> of the Mounds View Note and the maturity date of the Mounds View Note, the interest rate on the
<br /> Mounds View Note, and the terms of optional and mandatory redemption of the Mounds View Note) as
<br /> the Mayor and the City Administrator, in their discretion, shall determine. The Mayor and the City
<br /> Administrator are authorized and directed to prepare the Mounds View Note, and the Mounds View Note
<br /> shall be delivered to the Lender. The execution of the Mounds View Note with the manual or facsimile
<br /> signatures of the Mayor and the City Administrator and the delivery of the Mounds View Note by the
<br /> City shall be conclusive evidence of such determination. The City Council of the City hereby authorizes
<br /> and directs the Mayor and the City Administrator to execute and deliver the Mounds View Note.
<br /> 2.03. The Mounds View Note shall be a special, limited obligation of the City, and the
<br /> principal of, premium, if any, and interest on the Mounds View Note shall be payable solely from the
<br /> 449010v2 JAE M1N475-38 3
<br />
|