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3. Authorization of Bonds. For the purposes set forth above, there is hereby authorized the
<br />issuance, sale, and delivery of the Bonds in one or more series in an aggregate principal amount not to
<br />exceed $18,000,000, provided the total amount of the Bonds shall not exceed $15,638,000 unless the City
<br />receives another allocation of bonding authority from Minnesota Management and Budget. The Bonds
<br />shall bear interest at the rates, shall be designated, shall be numbered, shall be dated, shall mature, shall be
<br />in the aggregate principal amount, shall be subject to redemption prior to maturity, shall be in such form,
<br />and shall have such other terms, details, and provisions as are prescribed in the Indentures, in substantially
<br />the form now on file with the City, with any necessary and appropriate variations, omissions, and insertions
<br />(including but not limited to changes to the aggregate principal amount of each series of Bonds, the stated
<br />maturity of the Bonds, the interest rate or rates on the Bonds and the terms of redemption of the Bonds) as
<br />are approved as evidenced by the execution thereof as provided in this Section and Sections 6 and 14. The
<br />City hereby authorizes the Bonds to be issued, in whole or in part, as "tax-exempt bonds," the interest on
<br />which is excludable from gross income for federal and State of Minnesota income tax purposes; provided
<br />that, if necessary, certain Bonds may be issued as taxable obligations.
<br />The Council hereby authorizes and directs the execution of the Bonds in accordance with the terms
<br />of the Indentures, and hereby provides that the Indentures shall provide the terms and conditions, covenants,
<br />rights, obligations, duties, and agreements of the owners of the Bonds, the City, and the Trustee as set forth
<br />therein. The Trustee is hereby appointed as the Paying Agent and the Bond Registrar for the Bonds.
<br />All of the provisions of the Bonds, when executed as authorized herein, shall be deemed to be a
<br />part of this resolution as fully and to the same extent as if incorporated verbatim herein and shall be in full
<br />force and effect from the date of execution and delivery thereof. The Bonds shall be substantially in the
<br />forms in the Indentures on file with the City, which forms are hereby approved, with such necessary and
<br />appropriate variations, omissions, and insertions (including but not limited changes to the aggregate
<br />principal amount of each series of the Bonds, the stated maturities of the Bonds, the interest rates on the
<br />Bonds and the terms of redemption of the Bonds) as the Mayor and the City Administrator (the "City
<br />Officials"), in their discretion, shall determine. The execution of the Bonds with the manual or facsimile
<br />signatures of the City Officials and the delivery of the Bonds by the City shall be conclusive evidence of
<br />such determination.
<br />4. Limitation of Liability. The Bonds shall be special, limited revenue obligations of the City
<br />payable solely from the revenues provided by the Borrower pursuant to the Loan Agreements and other
<br />funds pledged pursuant to the applicable Financing Documents (as defined below); the City does not pledge
<br />its general credit or taxing powers or any funds of the City to the payment of the Bonds.
<br />No provision, covenant or agreement contained in the aforementioned documents, the Bonds, or in
<br />any other document relating to the Bonds, and no obligation therein or herein imposed upon the City or the
<br />breach thereof, shall constitute or give rise to a general or moral obligation of the City or any pecuniary
<br />liability of the City or any charge upon its general credit or taxing powers. In making the agreements,
<br />provisions, covenants, and representations set forth in such documents, the City has not obligated itself to
<br />pay or remit any funds or revenues, other than funds and revenues derived from the Loan Agreements which
<br />are to be applied to the payment of the Bonds, as provided therein and as assigned to the Trustee, under the
<br />Indentures.
<br />5. Approval of Housing Program; Compliance with Certain Rental and Occupancy
<br />Restrictions as to the Project. The Housing Program is hereby adopted, ratified, and approved in all respects
<br />without amendment. The City Administrator is hereby authorized to do all other things and take all other
<br />actions as may be necessary or appropriate to carry out the Housing Program in accordance with the Act
<br />and any other applicable laws and regulations. To ensure compliance with certain rental and occupancy
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<br />SA130-287-865935.v2
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