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RESOLUT:O, NO. 90-094 267 PAGE THREE W~R~A~, a draft of the Preliminary Official Statement (the "Preliminary Official Statement") to be used in connection with the offering and sale of the Bonds has been presented for consideration by this City Council; and WItEREAS, forms of the following additional documents have been presented for consideration by this City Council: 1. the Remarketing Agreement to be dated as of October 1, 1990 (the "Remarketing Agreement") among Town and Country, the City and J. P. Morgan Securities Inc., as remarketing agent (the "Remarketlng Agent"), 2. the Paying Agent/Registrar Agreement to be dated as of October 1, 1990 (the "Paying Agent/Registrar Agreement") between the City and Morgan Guaranty Trust Company of New York, as paying agent, bond registrar, authenticating agent and tender agent (the "Agent"), and as approved by Town and Country, and 3. the Tax Certificate and Agreement (the "Tax Agreement") to be executed by the City and Town and Country in connection with and dated the date of issuance of the Bonds; and WHER~Ag, forms of the following additional documents have been presented to this City Council for its information: t. the Reimbursement Agreement and the Letter of Credit attached thereto, 2. the Deed of Trust from Town and Country to the Trustee for the benefit of the Trustee, and 3. the Pledge Agreement to be dated as of October 1, 1990 between Town and Country and the Credit Issuer; and WHEREAS, the City desires to authorize all things necessary or convenient to the above matters, including, without limitation, the issuance of the Bonds and the execution and delivery of the Indenture, the Loan Agreement, the Assignment, the Purchase Agreement, the Remarketing Agreement, the Paying Agent/Registrar Agreement, the Tax Agreement, the final Official Statement to be used in connection with the offering and the sale of the bonds and any necessary desirable amendments or supplements thereto; and WBER~Ag, the necessity of the Project has been fully examined and discussed, copies of the above-described proposed instrument have been provided to this City Council and presented for its consideration at this meeting, and the material provisions of such documents have been described to this City Council and fully discussed at this meeting. NOW, T~P. EFORB, BE IT RESOLVED: 1. That this City Council hereby approves the terms of the Bonds, the Indenture, the Loan Agreement, the Assignment, the Remarketing Agreement, the Paying Agent/Registrar Agreement, the Tax Agreement and the Purchase Agreement in the forms and to the effect presented to this City Council.