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the revenues and assets thereunder (except for certain unassigned rights of the City,
<br />including those related to indemnification and reimbursement for certain costs and
<br />expenses), which will be assigned to the Lender under the Assignment of Loan Agreement.
<br />The Notes shall not constitute a charge, lien, or encumbrance, legal or equitable, upon any
<br />property of the City, except the interests of the City in the Loan Agreement, and the
<br />revenues and assets thereunder (except for the unassigned rights of the City referenced
<br />above), which will be assigned to the Lender under the Assignment of Loan Agreement.
<br />Each Note shall recite that such Note is issued pursuant to the Act, and that such Note,
<br />including interest and premium, if any, thereon, is payable solely from the revenues and
<br />assets pledged to the payment thereof, and the Notes shall not constitute a debt of the City
<br />within the meaning of any constitutional or statutory limitations.
<br />1.02. Issuance and Sale of the Notes. The City hereby authorizes the issuance of the
<br />Notes in the aggregate principal amount not to exceed $6,200,000, in one or more series, in the
<br />form, and with the terms set forth in the forms of the Notes now on file with the City. The
<br />aggregate principal amount of the Notes, the interest rate of the Notes, the terms for adjustment of
<br />the interest rate on the Notes, the date of the documents referenced in this resolution and the Notes,
<br />and the terms of redemption of the Notes may be established or modified with the approval of the
<br />City. The execution and delivery of the Notes shall be conclusive evidence that the City has
<br />approved such terms as subsequently established or modified. The offer of the Lender to purchase
<br />the Notes at the price of par plus accrued interest, if any, to the date of delivery at the interest rate
<br />or rates specified in the Notes is hereby accepted. Upon approval of the Project by Saint Paul, the
<br />Mayor and the City Administrator of the City (the "City Officials") are authorized and directed to
<br />prepare and execute the Notes as prescribed in the Loan Agreement and the Notes shall be
<br />delivered to the Lender. The City Officials are hereby authorized to execute and deliver any
<br />agreements with any depository institution, including any representation letter or amendment to
<br />any existing representation letter, in the event the City and the Lender elect to register the Notes
<br />in book -entry form.
<br />1.03. Special, Limited Obligations of City. The Notes shall be special, limited
<br />obligations of the City, and the principal of, premium, if any, and interest on the Notes shall be
<br />payable solely from the proceeds of the Notes, the revenues derived from the Company pursuant
<br />to the Loan Agreement, and the security provided by the Company in accordance with the terms
<br />of the Loan Agreement, the Mortgage, the Assignment of Loan Agreement, the Assignment of
<br />Lease, the Pledge Agreement, and any and all other security of any kind or nature provided by the
<br />Company to the Lender. The Notes will be subject to the provisions of a Tax Certificate, to be
<br />dated on or after August 1, 2023 (the "Tax Certificate"), by the Company and the School, and
<br />endorsed by the City.
<br />1.04. Approval of Documents. The City Officials are hereby authorized and directed to
<br />execute and deliver the Loan Agreement, the Notes, the Assignment of Loan Agreement, and such
<br />other documents as bond counsel considers appropriate in connection with the issuance of the
<br />Notes (collectively, the "City Documents"). The forms of the City Documents and all other
<br />documents listed in the recitals hereof and exhibits thereto, and any consents and such other
<br />documents as are necessary or appropriate in connection with the issuance, sale, and delivery of
<br />the Notes, including without limitation various certificates of the City, the Information Return for
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<br />SA130\288\879898.v3
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