WHEREAS, the Housing Program was submitted to the Metropolitan Council for its review and
<br /> comments in accordance with the requirements of the Housing Act, a comment letter dated July 11, 2011,
<br /> with respect to the Housing Program, was received from the Metropolitan Council, and on July 25, 2011,
<br /> the Housing Program was approved by the City Council of the City pursuant to Resolution No. 2011-039; -_
<br /> and
<br /> WHEREAS, the Borrower has requested that the City issue the following revenue obligations of
<br /> the City for the benefit of the Borrower: (i) Senior Housing Revenue Note(Presbyterian Homes of Arden
<br /> Hills, Inc. Project), Series 2011A (the "Series 2011A Note"), in the original aggregate principal amount
<br /> of$10,000,000; and(ii) Senior Housing Revenue Note(Presbyterian Homes of Arden Hills,Inc. Project),
<br /> Series 2012A(the"Series 2012A Note"), in the original aggregate principal amount of$10,000,000; and
<br /> WHEREAS, the proceeds derived from the sale of the Series 201 IA Note are proposed to be
<br /> applied to make a loan (the "Series 2011A Loan") to the Borrower pursuant to the terms of a Loan
<br /> Agreement, to be dated on or after September 1,2011 (the"Series 2011A Loan Agreement"),between the
<br /> City and the Borrower; and
<br /> WHEREAS, the proceeds derived from the sale of the Series 2012A Note are proposed to be
<br /> applied to make a loan (the "Series 2012A Loan") to the Borrower pursuant to the terms of a Loan
<br /> Agreement, to be dated on or after January 1,2012 (the "Series 2012A Loan Agreement"), between the
<br /> City and the Borrower; and
<br /> WHEREAS, the Borrower has requested that another city of the State of Minnesota(the "Second
<br /> Issuer") issue one or more revenue obligations, in an original, aggregate principal amount not to exceed
<br /> $12,000,000 (the "Additional Notes"), and loan the proceeds derived from the sale of the Additional
<br /> Notes to the Borrower pursuant to one or more loan agreements, and apply the proceeds derived from
<br /> such loans(the "Additional Loans")to: (i)the financing of the Project; and (ii)the payment of a portion
<br /> of the costs of issuing the Additional Notes; and
<br /> WHEREAS,the Series 2011A Note will constitute a revenue obligation of the City secured solely
<br /> by: (i) the revenues derived from the Series 2011A Loan Agreement; and (iii) certain security provided
<br /> by the Borrower to the purchaser of the Series 2011A Note including a mortgage lien on the Project and a
<br /> guaranty from one or more guarantors related to the Borrower; and
<br /> WHEREAS,the Series 2012A Note will constitute a revenue obligation of the City secured solely
<br /> by: (i) the revenues derived from the Series 2012A Loan Agreement; and (iii) certain security provided
<br /> by the Borrower to the purchaser of the Series 2012A Note including a mortgage lien on the Project and a
<br /> guaranty from one or more guarantors related to the Borrower; and
<br /> WHEREAS, Bremer Bank, National Association, a national banking association (the "Lender"),
<br /> has agreed to purchase the Series 2011A Note and the Series 2012A Note in a manner consistent with the
<br /> policies of the City relating to the issuance and sale of non-rated conduit revenue bonds; and
<br /> WHEREAS, the loan repayments required to be made by the Borrower under the terms of the
<br /> Series 2011A Loan Agreement will be assigned to the Lender under the terms of an Assignment of Loan
<br /> Agreement, dated on or after September 1,2011 (the "Series 201 IA Assignment'), between the City, the
<br /> Borrower,and the Lender;and
<br /> WHEREAS, the loan repayments required to be made by the Borrower under the terms of the
<br /> Series 2012A Loan Agreement will be assigned to the Lender under the terms of an Assignment of Loan
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