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NOW, THEREFORE, the Host City and the Issuer hereby agree as follows: 1. The Issuer will issue its Senior Housing and Health Care Facilities Revenue Bonds (Langton Shores Project) Series 2020 (the “Bonds”). The Bonds will be issued in the original aggregate principal amount of $________________, and the proceeds of the Bonds will be used to finance the acquisition, construction, and equipping of the 2020 Facility, fund any required reserves, finance capitalized interest during the construction of the 2020 Facility, refinance the Prior Note, and pay the costs of issuing the Bonds. 2. The governing bodies of the Issuer and the Host City have conducted public hearings with respect to the financing of the Project. 3. The governing bodies of the Host City and the Issuer have each adopted a resolution approving this Joint Powers Agreement and authorizing its execution and delivery. 4. The governing body of the Issuer has adopted a resolution approving a housing finance program for the Project in accordance with Minnesota Statutes, Chapter 462C. 5. The Host City hereby consents to and approves (a) the issuance of the Bonds by the Issuer; and (b) the financing of the Project by the Issuer with the proceeds of the Bonds. 6. Except to the extent specifically provided herein, the Host City and the Issuer shall not incur any obligations or liabilities to each other as a result of the issuance of the Bonds. The Bonds shall be special, limited obligations of the Issuer payable solely from proceeds, revenues, and other amounts specifically pledged to the payment of the Bonds. The Bonds and the interest thereon shall not constitute or give rise to a pecuniary liability, general or moral obligation, or a pledge of the full faith and credit or taxing powers of the Host City, the Issuer, the State of Minnesota, or any political subdivision of the above, within the meaning of any constitutional or statutory provisions. 7. All costs incurred by the Host City and the Issuer in the authorization, execution, delivery, and performance of this Joint Powers Agreement and all related transactions shall be paid by the Borrower. 8. This Joint Powers Agreement may not be terminated by any party so long as the Bonds are outstanding. 9. This Joint Powers Agreement may be amended by the Host City and the Issuer at any time with the consent of all parties to this Joint Powers Agreement. No amendment may impair the rights of the Borrower or the holders of the Bonds. 10. This Joint Powers Agreement may be executed in several counterparts, each of which shall be regarded as an original and all of which shall constitute but one and the same agreement. 2 12534481v1