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proceeds of the Mounds View Note,the revenues derived from the Borrower pursuant to the terms of the Loan Agreement and the security provided by the Borrower in accordance with the terms of the Loan Agreement, the Mortgage, and any and all other security of any kind or nature provided by the Borrower (or an affiliate)to the Lender. 2.04. As provided in the Loan Agreement, the Mounds View Note shall not be payable from nor charged upon any funds other than the revenues pledged to its payment, nor shall the City be subject to any liability thereon, except as otherwise provided in this paragraph. No holder of the Mounds View Note shall ever have the right to compel any exercise by the City of its taxing powers to pay any of the Mounds View Note or the interest or premium thereon, or to enforce payment thereof against any property of the City except the interests of the City in the Loan Agreement and the revenues and assets thereunder, which will be assigned to the Lender under the Pledge Agreement. The Mounds View Note shall not constitute a charge, lien, or encumbrance, legal or equitable, upon any property of the City, except the interests of the City in the Loan Agreement, and the revenues and assets thereunder,which will be assigned to the Lender under the Pledge Agreement. The Mounds View Note shall recite that the Mounds View Note is issued pursuant to the Housing Act and the Industrial Development Act, and that the Mounds View Note, including interest and premium, if any, thereon, is payable solely from the revenues and assets pledged to the payment thereof, and the Mounds View Note shall not constitute a debt of the City within the meaning of any constitutional or statutory limitations. Section 3. The Cooperative Agreement. The Cooperative Agreement is hereby approved. The Mayor and the City Administrator are hereby authorized and directed to execute and deliver the Cooperative Agreement. All of the provisions of the Cooperative Agreement, when executed and delivered as authorized herein, shall be deemed to be a part of this resolution as fully and to the same extent as if incorporated verbatim herein and shall be in full force and effect from the date of execution and delivery thereof. The Cooperative Agreement shall be substantially in the form on file with the City, with such omissions and insertions as do not materially change the substance thereof, or as the Mayor and City Administrator, in their discretion, shall determine, and the execution of the Cooperative Agreement by the Mayor and the City Administrator shall be conclusive evidence of such determination. Section 4. The Loan Agreement. The Mayor and the City Administrator are hereby authorized and directed to execute and deliver the Loan Agreement. All of the provisions of the Loan Agreement, when executed and delivered as authorized herein, shall be deemed to be a part of this resolution as fully and to the same extent as if incorporated verbatim herein and shall be in full force and effect from the date of execution and delivery thereof. The Loan Agreement shall be substantially in the form on file with the City which is hereby approved, with such omissions and insertions as do not materially change the substance thereof, or as the Mayor and the City Administrator, in their discretion, shall determine, and the execution thereof by the Mayor and the City Administrator shall be conclusive evidence of such determination. Section 5. Disbursements of Mounds View Note Proceeds. The proceeds of the Mounds View Note shall be disbursed in accordance with the terms of the Loan Agreement. Section 6. The Pledge Agreement. The Mayor and the City Administrator are hereby authorized and directed to execute and deliver the Pledge Agreement. All of the provisions of the Pledge Agreement, when executed and delivered as authorized herein, shall be deemed to be a part of this resolution as fully and to the same extent as if incorporated verbatim herein and shall be in full force and effect from the date of execution and delivery thereof The Pledge Agreement shall be substantially in the form on file with the City which is hereby approved, with such omissions and insertions as do not materially change the substance thereof, or as the Mayor and the City Administrator, in their discretion, 449010v2 JAE MN475-38 4