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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 />433887vl JAE MU210-222
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