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. ~ . ' . WHEREAS, the Prior Develol?er defaulted in its obligations with respect to the PrIor Loan Agreement and the SerIes 1985 Bonds, and the Trustee foreclosed upon its security interest in and lien on the Project; and WHEREAS, the Trustee has agreed to sell the Project to New Brighton Senior Assisted Living Limited Partnership, a Minnesota limited partnership (the "Company") and as a result thereof the Company will assume certain obligations with respect to the Series 1985 Bonds; and WHEREAS, the Company has requested the Issuer to issue refunding revenue bonds in the aggregate principal amount not to exceed $3,165,000 (the "Series 1993 Bonds") to provide funds to refund the Series 1985 Bonds; and WHEREAS, the funds to refund the Series 1985 Bonds will be loaned to the Company pursuant to the terms of a Loan Agreement (the "Loan Agreement") to be entered into between the Issuer and the Company; and WHEREAS, the Issuer proposes to finance the refunding of the Series 1985 Bonds under the Act by the issuance of the Bonds of the Issuer under this resolution; WHEREAS, the Bonds will be issued under a Trust Indenture (the "Indenture") to be entered into between the Issuer and First Trust National Association (the "Trustee"), and are secured by a pledge and assignment of certain revenues in accordance with the terms of the Indenture, and said Bonds and the interest on said Bonds shall be payable solely from the revenues pledged therefor and the Bonds shall not constitute a debt of the Issuer within the meaning of any constitutional or statutory limitation or constitute or give rise to a pecuniary liability of the Issuer or a charge against its general credit or taxing powers and shall not constitute a charge, lien, or encumbrance, legal or equitable, upon any property of the Issuer other than the Issuer's interest in the Loan Agreement; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF NEW BRIGHTON, MINNESOTA, AS FOLLOWS: 1. The Issuer acknowledges, finds, determines, and declares that the refunding of the Series 1985 Bonds, the proceeds of which were used to construct the Project, furthers the purposes of the Act. 2. For the purposes set forth above, there is hereby authorized the issuance, sale and delivery of the Bonds in a principal amount of not to exceed $3,165,000. The Bonds shall bear interest at a rate not to exceed 10 percent per annum, and shall be numbered, shall be dated, shall mature, shall be subject to redemption prior to maturity, shall be in such form, and shall have such other details and provisions as are prescribed in the Indenture as of the date of execution thereof. 3. The Bonds shall be special obligations of the Issuer payable solely from the revenues provided pursuant to the Loan Agreement and other funds and revenues pledged pursuant to the Indenture. The City Council of the Issuer hereby authorizes and directs the Mayor and the City Manager of the Issuer (together, the "Officials") to execute and deliver the Indenture by and between the Issuer and the Trustee, and to deliver to said Trustee the Indenture, and hereby authorizes and directs the execution of the Bonds in accordance with the Indenture, and hereby provides that the Indenture shall provide the terms and conditions, covenants, SJB54612 NE136-102 2