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ASSIGNMENT AND ASSUMPTION OF
<br />REGULATURY AGREEMENT
<br />THIS ASSIGI��IVIENT AND ASSUMPTION, dated as of June l, 2010, is made by and
<br />between the City of Arden Hills, Minnesota (the "Prior Issuer"), the City of Spring Park,
<br />Minnesota (the "Issuer"), U.S. Bank Trust National Association, now known as U.S. Bank
<br />National Association (the "Trustee"), and Bremer Bank, National Association (the "Lender").
<br />RECITALS
<br />WHEREAS, the Prior Issuer and the Trustee have previously entered into that certain
<br />Regulatory Agreement dated as of September 1, 1999 with Mill-Pond, Inc., now known as
<br />Presbyterian Homes Mill Pond Care Center, Inc. (the "Owner"), filed with the Office of the
<br />County Recorder of Polk County, Iowa, on October, 1999 as document number 030891 (the
<br />"Regulatory Agreement"), with respect to that certain 49-unit multifamily rental housing
<br />development located in the City of An.keny, Iowa, known as Mill Pond Care Center, on the site
<br />described in Exhibit A attached hereto (the "Proj ect"); and
<br />WHEREAS, a portion of the proceeds of the Prior Issuer's $7,161,000 Health Care and
<br />Housing Revenue Bonds (Presbyterian Homes of Arden Hills, Inc. Proj ect), Series 1999B (the
<br />"Prior Bonds") were used by the Owner to acquire the Proj ect; and
<br />WHEREAS, the Owner proposes to refinance the Proj ect with a portion of the proceeds
<br />of the Issuer's $28,000,000 Multifamily Housing and Health Care Revenue Note (PHS/Lake
<br />Minnetonka Campus Proj ect), Series 2010 (the "Bonds"), which will be purchased by the Lender
<br />and the Prior Bonds will be refunded and redeemed; and
<br />WHEREAS, the Prior Issuer and the Trustee desire to assign and the Issuer and the
<br />Lender desire to assume their respective rights, benefits, and obligations under the Regulatory
<br />Agreement upon the issuance of the Bonds and the redemption of the Prior Bonds.
<br />NOW, THEREFORE, in consideration of the mutual premises and covenants hereinafter
<br />set forth, and of other valuable consideration, the Prior Issuer, the Issuer, the Trustee, and the
<br />Lender hereby agree as follows:
<br />1. Assi�nment by the Prior Issuer. The Prior Issuer hereby assigns all of its rights,
<br />interests, and obligations under the Regulatory Agreement to the Issuer.
<br />2. Assignment by the Trustee. The Trustee hereby assigns all of its rights, interests,
<br />and obligations under the Regulatory Agreement to the Lender.
<br />3. Assumption by the Issuer. The Issuer hereby assumes all of the rights, interests,
<br />and obligations of the Prior Issuer under the Regulatory Agreement.
<br />4. Assum�tion by the Lender. The Lender hereby assumes all of the rights, interests,
<br />and obligations of the Trustee under the Regulatory Agreement.
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