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defined, for the purpose, in the manner and upon the terms and conditions set forth in the Act and in this Resolution. (b) The issuance and sale of the Note by the City, pursuant to the Act, is in the best interest of the City, and the City hereby determines to issue the Note and to sell the Note to Bremer Bank, National Association, or another financial institution to be selected by the Borrower (the "Lender"), as provided herein. The City will loan the proceeds of the Note (the "Loan") to the Borrower in order to refinance the Project. (c) Pursuant to a Loan Agreement (the "Loan Agreement") to be entered into between the City and the Borrower, the Borrower has agreed to repay the Loan in specified amounts and at specified times sufficient to pay in full when due the principal of, premium, if any, and interest on the Note. In addition, the Loan Agreement contains provisions relating to the maintenance and operation of the Project, indemnification, insurance, and other agreements and covenants which are required or permitted by the Act and which the City and the Borrower deem necessary or desirable for the financing or refinancing of the Project. A draft of the Loan Agreement is on file with the City. The proceeds of the Note will be disbursed to the Borrower pursuant to the Loan Agreement. (d) Pursuant to a Pledge Agreement (the "Pledge Agreement") to be entered into between the City and the Lender, the City has pledged and granted a security interest in all of its rights, title, and interest in the Loan Agreement to the Lender (except for certain rights of indemnification and to reimbursement for certain costs and expenses). A draft of the Pledge Agreement is on file with the City. (e) Pursuant to a Mortgage, Security Agreement and Fixture Financing Statement (the "Mortgage") to be executed by the Borrower in favor of the Lender, the Borrower has secured payment of amounts due under the Loan Agreement and Note by granting to the Lender a mortgage and security interest in the property described therein. A draft of the Mortgage is on file with the City. (f) The Note will be a special, limited obligation of the City. The Note shall not be payable from or charged upon any funds other than the revenues pledged to the payment thereof, nor shall the City be subject to any liability thereon. No holder of the Note shall ever have the right to compel any exercise of the taxing power of the City to pay the Note or the interest thereon, nor to enforce payment thereof against any property of the City. The Note shall not constitute a debt of the City within the meaning of any constitutional or statutory limitation. Section 2. The Note. 2.01. Authorized Amount and Form of Note. The Note is hereby approved and shall be issued pursuant to this Resolution in substantially the form submitted to the Council with such appropriate variations, omissions and insertions as are necessary and appropriate and are permitted or required by this Resolution, and in accordance with the further provisions hereof. The Note shall be issued in a denomination equal to its entire principal balance; and the total aggregate principal amount of the Note that may be outstanding hereunder is expressly limited to $3,000,000, unless a duplicate Note is issued pursuant to Section 2.07. The Note shall bear interest at a variable rate as set forth therein. 2.02. The Note. The Note shall be dated as of the date of delivery to the Lender, shall be payable at the times and in the manner, shall bear interest at the rate, and shall be subject to such other terms and conditions as are set forth therein. Resolution 9164 2 609259v l MU210-272