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WHEREAS, the Obligated Group intends to refinance the portion of the Prior Obligations
<br />allocable to the Benedictine Health Center and St. Brigid's facilities (collectively, the "2016 Facilities")
<br />with a portion of the proceeds of the revenue obligations proposed to be issued by the Issuer City; and
<br />WHEREAS, the portion of the Prior Obligations allocable to the St. Isidore, St. Eligius, and
<br />Green Prairie facilities will be refinanced with other funds of the Obligated Group; and
<br />WHEREAS, pursuant to Minnesota Statutes, Section 471.656, as amended, a city may issue
<br />obligations to finance the acquisition or improvement of property located outside of the corporate
<br />boundaries of such city if the obligations are issued under a joint powers agreement in which one or more
<br />of the parties to the joint powers agreement issue such obligations and the property is located entirely
<br />within the boundaries of one or more of the parties to the joint powers agreement; and
<br />WHEREAS, pursuant to Minnesota Statutes, Section 471.5 9, as amended, by the terms of a joint
<br />powers agreement entered into through action of their governing bodies, two or more cities may jointly or
<br />cooperatively exercise any power common to the contracting parties or any similar powers, including
<br />those which are the same except for the territorial limits within which they may be exercised, and the joint
<br />powers agreement may provide for the exercise of such powers by one or more of the participating cities
<br />on behalf of the other participating cities; and
<br />WHEREAS, the Host Cities and the Issuer City are authorized by Minnesota Statutes,
<br />Sections 469.152 through 469.1655, as amended (the "Act"), to issue revenue obligations to finance or
<br />refinance assisted living facilities and skilled nursing facilities; and
<br />WHEREAS, the Host Cities and the Issuer City are proposing to enter into this Cooperative
<br />Agreement pursuant to which the Host Cities will consent to the issuance of such revenue obligations and
<br />the refinancing of the Facilities by the Issuer City, and the Issuer City will agree to issue such revenue
<br />obligations to refinance the Facilities; and
<br />WHEREAS, the revenue obligations proposed to be issued by the Issuer City for the benefit of
<br />the Obligated Group shall not constitute general or moral obligations of, or pledge the full faith and credit
<br />or taxing powers of, the Host Cities, the Issuer City, the State of Minnesota, or any other agency or
<br />political subdivision thereof, but shall be payable solely from the revenues pledged and assigned thereto
<br />pursuant to one or more agreements between the Issuer City and the Obligated Group; and
<br />WHEREAS, the governing bodies of the Host Cities and the governing body of the Issuer City
<br />have authorized the execution and delivery of this Cooperative Agreement; and
<br />NOW, THEREFORE, the Host Cities and the Issuer City hereby agree as follows:
<br />1. The Issuer City shall issue its (i) Health Care Facilities Revenue Refunding Note
<br />(Benedictine Health System Obligated Group), Series 2016A (the "Series 2016A Note"), in the original
<br />aggregate principal amount of $ (ii) Health Care Facilities Revenue Refunding Note
<br />(Benedictine Health System Obligated Group), Series 2016B (the "Series 2016B Note"), in the original
<br />aggregate principal amount of $ ; and (iii) Taxable Health Care Facilities Revenue
<br />Refunding Note (Benedictine Health System Obligated Group), Series 2016C (the "Series 2016C Note,"
<br />and collectively with the Series 2016A Note and Series 2016B Note, the "Series 2016 Notes"), in the
<br />original aggregate principal amount of $ . The Series 2016 Notes are to be issued under the
<br />terms of a Servicing Agreement, dated as of January 1, 2016 (the "Servicing Agreement"), between the
<br />Issuer City and Piper Jaffray Lending LLC, as servicer (the "Servicer"), a resolution adopted by the City
<br />Council of the Issuer City on , 20_ (the "Resolution"), and the Act. Proceeds of the
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