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4589, and 4599 Shoreline Drive in the City (the "Shoreview Apartments") (together, the "Spring Park Portion"); and (iii) refund a portion of the outstanding City of Arden Hills, Minnesota Health Care and Housing Revenue Refunding Bonds (Presbyterian Homes of Arden Hills, Inc. Project), Series 1999B (the "Series 1999B Bonds"), which were issued to finance the renovation and improvement of the approximately 192-bed skilled nursing facility located at 4527 Shoreline Drive in Spring Park and also were used to finance the costs of the refinancing, acquisition, construction, or renovation of certain housing and health care facilities in the Cities of Arden Hills, Minnesota (the "Arden Hills Portion"), Bloomington, Minnesota, and Ankeny, Iowa (the "Ankeny Portion") (collectively, the "Project"). The Spring Park Portion is owned and operated by the Borrower. The Arden Hills Portion of the Project is owned and operated by Presbyterian Homes of Arden Hills, Inc., an affiliate of Presbyterian Homes and Services. The Ankeny Portion of the Project is owned and operated by Presbyterian Homes Mill Pond Care Center, Inc., an affiliate of Presbyterian Homes and Services; 6.Spring Park, the City in which a portion of the Series 2010 proceeds were used for a housing project, has adopted a housing program (the "Spring Park Program") which describes the housing development to be refinanced by the Borrower in Spring Park. 7.Arden Hills has adopted a housing program (the "Arden Hills Program") which describes the Arden Hills Portion of the Project. 8.Each of Chanhassen and St. Bonifacius hereby adopt the Spring Park Program and the Arden Hills Program. 9.Each of Arden Hills, Ankeny, and Sprung Park will adopt a resolution evidencing its intent to enter into this Agreement and granting host approval of the issuance of the Notes as required under the Internal Revenue Code of 1986, as amended (the "Code"). 10.Each of the Issuers will adopt a resolution evidencing its intent to enter into this Agreement and granting approval for the issuance of its respective Note required under the Code. 11.The Issuers shall exercise the powers of the Housing Programs Act by adopting, approving and executing such resolutions, documents, and agreements as shall be necessary or convenient to authorize, issue, and sell the Notes and such other resolutions, documents, and agreements as shall be necessary or required in connection with the issuance of the Notes and giving effect to or carrying out the provisions of this Agreement and documents under which the Notes are issued and/or secured. 12.The Notes shall be special, limited obligations of each of the Issuers, respectively, payable solely from proceeds, revenues and other amounts pledged thereto and more fully described in the respective Loan Agreement executed in connection with the Project. In no event shall the Notes ever be payable from or charged upon the general credit, taxing powers or any funds of any of the Cities; the Cities are not subject to any liability thereon; no owners of the Notes shall ever have the right to compel the exercise of the taxing power of any of the Cities to pay any of the Notes or the interest thereon, nor to enforce payment thereof against any property of either of the Cities; the Notes shall not constitute a charge, lien or encumbrance, legal or equitable, upon any property of any of the Cities; and the Notes do not constitute an indebtedness of any of the Cities within the meaning of any constitutional, statutory, or charter limitation. 2 6140728v2