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vehicles and furnishings (the "Saint Paul Project"), (ii) the acquisition and renovation of a 6-bed <br /> facility located at 2209 West 91-1/2 Street in Bloomington, Minnesota, including related vehicles <br /> and furnishings (the `Bloomington Project"), and (iii)the improvement and equipping of a 4-bed <br /> facility located at 2949 Woodbridge Street in Roseville, Minnesota, including related vehicles <br /> and furnishings (the "Roseville Project," and together with the Bloomington Project and the <br /> Saint Paul Project,the "Project"), which facilities are owned and operated by the Borrower. <br /> (3) As required by the Act and Section 147(f) of the Internal Revenue Code of <br /> 1986, as amended (the "Code"), the City held a public hearing on the issuance of one or more <br /> revenue notes to finance the Project. <br /> (4) On the basis of information available to the City it appeared and the City <br /> found in the Note Resolution that the Project constitutes properties, real and personal, used or <br /> useful in connection with a revenue producing enterprise within the meaning of Subdivision 2(d) <br /> of Section 469.153 of the Act; that the availability of the financing under the Act and the <br /> willingness of the City to furnish such financing was a substantial inducement to the Borrower to <br /> undertake the Project; and that the effect of the Project, if undertaken, would be to provide <br /> necessary health care facilities so that adequate health care services are available to residents of <br /> the state at reasonable cost, to provide the range of services and employment opportunities <br /> required by the population, and to help prevent the movement of talented and educated persons <br /> out of the state and to areas within the state where their services may not be as effectively used. <br /> (5) The City issued the Health Care Facilities Revenue Note, Series 2006 <br /> (Wingspan Project) dated July 31, 2006 (the "Note") pursuant to the Act and sold the Note to <br /> Anchor Bank Heritage, N.A., now known as Anchor Bank, N.A., a national banking association <br /> (the "Lender"). <br /> (6) Pursuant to a Loan Agreement (the "Loan Agreement") dated July 31, <br /> 2006 between the City and the Borrower, the Borrower agreed to repay the Note in specified <br /> amounts and at specified times sufficient to pay in full when due the principal of, premium, if <br /> any, and interest on the Note. In addition, the Loan Agreement contains provisions relating to <br /> the expenditure of proceeds of the Note, the maintenance and operation of the Project, <br /> indemnification, insurance, and other agreements and covenants which are required or permitted <br /> by the Act and which the City, the Borrower, and the Lender deem necessary or desirable for the <br /> financing of the Project. <br /> (7) Pursuant to a Pledge Agreement (the "Pledge Agreement") dated July 31, <br /> 2006 between the City and the Lender, the City pledged and granted a security interest in all of <br /> its rights, title, and interest in the Loan Agreement to the Lender (except for certain rights of <br /> indemnification and to reimbursement for certain costs and expenses). <br /> (8) In order to secure its obligations under the Loan Agreement, the Borrower <br /> mortgaged and granted a security interest in certain of its real and personal property pursuant to a <br /> Mortgage, Security Agreement and Fixture Financing Statement dated July 31, 2006 in favor of <br /> the Lender. <br /> 2 <br /> 4914096v1 <br />