Resolution - #05-06-189 - 06/28/2005

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WHEREAS, it is hereby found, determined and declared that: (a) it is desirable that the Bonds be issued by the City upon the terms set forth in the Indenture; (b) the basic payments under the Loan Agreement are fixed to produce revenue sufficient to provide for the prompt payment of principal of and interest on the Bonds, when due, and the Loan Agreement and the Indenture also provide that the Company is required to pay all expenses of the operation and maintenance of the Project (as defined in such documents), including, but without limitation, adequate insurance thereon and insurance against all liability for injury to persons or property arising from thc operation thereof, and all taxes and special assessments levied upon or with respect to the Project Premises and payable during the term of the Loan Agreement and the Indenture; (c) under the provisions of Minnesota Statutes, Section 469.155, and as provided in the Loan Agreement and the Indenture, the Bonds and the interest thereon and any penalty, charge or premium, or any amounts payable thereunder, however designated, due thereunder are payable by the City solely from the revenues and proceeds derived from the Loan Agreement, do not constitute a debt of the City within the meaning of any constitutional or statutory limitation, are not payable from or a charge upon any fimds of the City other than the revenues and proceeds pledged by the City to the payment thereof, and do not give rise to a pecuniary liability of the City nor of any of its officers, agents, or employees, and no holder of the Bonds shall ever have the right to compel any exercise of the taxing power of the City to pay the Bonds or the interest thereon or any penalty, charge or premium or any amounts payable thereunder, however designated, due thereunder, or to enforce payment thereof against any property of the City, and the Bonds and the interest thereon and any penalty, charge or premium, or any amounts payable thereunder, however designated, do not constitute a charge, lien or encumbrance, legal or equitable, upon any property of the City and the agreement of the City to perform or cause the performance of the covenants and other provisions therein referred to shall be subject at all times to the availability of revenues or other funds furnished for such purpose in accordance with the Loan Agreement sufficient to pay all costs of such performance or the enforcement thereof. The provisions of this paragraph 4 shall, for purposes of the Bonds, be controlling and shall be given full force and effect, anything else to the contrary in the Bonds notwithstanding; (d) all action on the part of the City for the issuance of the Bonds and the execution and delivery of the Indenture, Loan Agreement and Purchase Agreement (collectively, the "Bond Documents") has been duly and effectively taken; (e) to the actual knowledge of the City, but without independent investigation, there are no proceedings, pending or threatened, contemplating the liquidation or dissolution of the City or threatening its existence; RESOLUTION #05-06-t 89 Page 2 of 5