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<br />Hampton will issue Notes in a principal amount not to exceed $10,000,000, Landfall Village will
<br />issue Notes in a principal amount not to exceed $10,000,000, and Falcon Heights will issue
<br />Notes in a principal amount not to exceed $8,000,000. The Cities expect that Little Canada will
<br />issue Subordinate Bonds in a principal amount not to exceed $8,000,000.
<br />4. Each Note Issuer reasonably anticipates that the amount of the Notes and other
<br />tax-exempt obligations it will issue during this calendar year will not exceed $10,000,000. On
<br />that basis, the Cities expect each Note Issuer to issue its Notes as a “qualified small issuer” and
<br />to formally designate the Notes it issues as “qualified tax-exempt obligations” under
<br />Section 265(b)(3) of the Code. The Cities do not expect the Subordinate Bonds Issuer to issue
<br />the Subordinate Bonds as a “qualified small issuer” under Section 265(b)(3) of the Code.
<br />5. As further described in the Housing Program, the “Project” consists of
<br />(i) financing the acquisition, construction, and equipping of a new senior healthcare and housing
<br />facility, including approximately 48 skilled nursing beds, 16 transitional skilled nursing beds,
<br />35 independent apartment units, 36 assisted living apartment units, 14 memory care apartment
<br />units, and 12 care suite apartment units, to be located at 1534 County Road C East (the “New
<br />Harmony Facilities”) in the Host City, (ii) funding any required reserve funds, and (iii) paying all
<br />or a portion of the costs of issuance (collectively, the “Project”). The New Harmony Facilities
<br />are and will be owned and operated by the Borrower.
<br />6. Each of the Issuers has adopted a resolution joining in and adopting the Housing
<br />Program.
<br />7. Each of the Cities has adopted a resolution evidencing its intent to enter into this
<br />Agreement. As required under the Code, the Host City has adopted a resolution granting host
<br />approval of the issuance of the Obligations by the Issuers and each of the Issuers has adopted a
<br />resolution approving the issuance of its Obligations.
<br />8. The Issuers shall exercise the powers of the Housing Programs Act by adopting,
<br />approving, and executing such resolutions, documents, and agreements as shall be necessary or
<br />convenient to authorize, issue, and sell the Obligations and such other resolutions, documents,
<br />and agreements as shall be necessary or required in connection with the issuance of the
<br />Obligations and giving effect to or carrying out the provisions of this Agreement and documents
<br />under which the Obligations are issued and/or secured.
<br />9. The Obligations issued by each respective Issuer will be special, limited
<br />obligations of that Issuer, payable solely from proceeds, revenues, and other amounts pledged
<br />thereto and more fully described in a loan agreement between that Issuer and the Borrower,
<br />executed in connection with the Project. In no event shall the Obligations ever be payable from
<br />or charged upon the general credit, taxing powers, or any funds of any of the Cities; the Cities
<br />are not subject to any liability thereon; no owners of the Obligations shall ever have the right to
<br />compel the exercise of the taxing power of any of the Cities to pay any of the Obligations or the
<br />interest thereon, nor to enforce payment thereof against any property of any of the Cities; the
<br />Obligations shall not constitute a charge, lien, or encumbrance, legal or equitable, upon any
<br />property of any of the Cities; and the Obligations do not constitute an indebtedness of any of the
<br />Cities within the meaning of any constitutional, statutory, or charter limitation.
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