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<br />WHEREAS, to secure payments under the Loan Agreement and <br />the performance of other obligations of the Company, the Company <br />wil1 execute and deliver a Combination Mortgage, Security <br />Agreement and Fixture Financing Statement dated as of March 1, <br />1988 (the "Mortgage") to the City and the City, pursuant to an <br />Assignment of Mortgage dated as of March 1, 1988 (the "Assign- <br />ment") will assign such Mortgage to the Trustee to secure the <br />Series 1988A Bonds; and <br /> <br />WHEREAS, Dougherty, Dawkins, Strand & Yost Incorporated <br />(the "Underwriter") has indicated to the City its desire to <br />purchase the Series 1988A Bonds upon the terms and conditions set <br />forth in a Bond Purchase Agreement described below; <br /> <br />NOW, THEREFORE, BE IT RESOLVED by the Council as <br /> <br />follows: <br /> <br />Section 1. The City hereby finds and determines that: <br /> <br />(a) By virtue of the Act, the City has been vested with <br />all powers necessary and convenient to carry out <br />and effectuate the purposes and provisions of the <br />Act and to exercise all powers granted to it under <br />the Act. <br /> <br />(b) The Prior Note to be refunded by the Series 1988A <br />Bonds financed a "project" as such term is now <br />defined in and as authorized by Section 469.153, <br />Subd. 12 of the Act. <br /> <br />(c) The acquisition and construction of the Project <br />will further the purposes stated in the Act. <br /> <br />(d) It is desirable and in the public interest for the <br />City to issue and sell the Series 1988A Bonds upon <br />the terms and conditions set forth in the <br />Indenture, for the purpose of refunding the Prior <br />Note pursuant to the Loan Agreement. <br /> <br />(e) To enhance the marketability of the Series 1988A <br />Bonds the ten individual partners of the Company <br />(the "Individual Guarantors") and EMA, Inc., a <br />Minnesota corporation (the "Corporate Guarantor") <br />will, pursuant to the Individual Guaranty Agreement <br />and a Guaranty Agreement, respectively, each dated <br />as of March 1, 1988, guaranty the payment of the <br />principal and purchase price of, and premium, if <br />any, and interest on the Series 1988A Bonds and the <br />obligations of the Company under the Loan Agreement <br />(the Individual Guaranty Agreement and the Guaranty <br />Agreement being referred to herein as the <br />"Guarant ies" ) . <br /> <br />2 <br />