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449010v2 JAE MN475-38 3
<br />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.
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<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.
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<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.
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<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.
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<br /> Section 2. The Mounds View Note.
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<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.
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<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.
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<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
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