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379376v2 JSB MU210-192 2 RESOLUTION NO. 7717 CITY OF MOUNDS VIEW RAMSEY COUNTY STATE OF MINNESOTA RESOLUTION RELATING TO ISSUANCE OF THE CITY'S MULTIFAMILY HOUSING REVENUE BONDS (SELECT SENIOR LIVING OF MOUNDS VIEW PROJECT), SERIES 2010 AS TEMPORARY BONDS AND AUTHORIZING THE ISSUANCE OF MULTIFAMILY HOUSING REVENUE REFUNDING BONDS AND THE EXECUTION OF VARIOUS RELATED DOCUMENTS WHEREAS, pursuant to Minnesota Statutes, Chapter 462C, as amended (the “Act”) and its Resolution No. 7672 adopted September 13, 2010, the City of Mounds View, Minnesota (the “City”) authorized, at the request of Select Senior Living of Mounds View, L.L.C., a Minnesota limited liability company (the “Borrower”), the issuance of its Multifamily Housing Revenue Bonds (Select Senior Living of Mounds View Project), Series 2010 in an amount not to exceed $15,000,000 (the “2010 Bonds”) to finance (i) the acquisition, construction and equipping of an approximately 95-unit multifamily senior housing facility with 19 memory care units, 64 assisted living units, and 12 independent living units, to be located at the northwest quadrant of the intersection of Groveland Road and County Road 10 in the City (the “Project”); (ii) the payment of interest on the bonds during the construction of the Project; (iii) the funding of required reserves; and (iv) the payment of certain costs related to the issuance of the bonds; and WHEREAS, because of adverse market conditions the 2010 Bonds cannot be marketed and sold for long term investment at this time; and WHEREAS, the Borrower has requested that the City authorize the issuance of the 2010 Bonds on a temporary basis and authorize the issuance of multifamily housing revenue refunding bonds in 2011 or thereafter and the execution of various related documents; and NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF MOUNDS VIEW, MINNESOTA, AS FOLLOWS: 1. The City hereby consents to the issuance of the 2010 Bonds on a temporary basis and calling the 2010 Bonds for redemption upon issuance of multifamily housing revenue refunding bonds in 2011 or thereafter (the “Refunding Bonds”). 2. The Mayor and the City Administrator are authorized and directed to execute a Trust Indenture with Wells Fargo Bank, National Association (the “Trustee”) (the “2010 Indenture”) and a Loan Agreement with the Borrower (the “2010 Loan Agreement”) in the name and on behalf of the City upon the issuance of the 2010 Bonds. Any other documents and certificates necessary in connection with the issuance of the 2010 Bonds shall be executed by the appropriate City officers. The execution of any of the 2010 Indenture, the 2010 Loan Agreement or any other document or instrument by the Mayor and the City Administrator or by the appropriate officer or officers of the City shall be conclusive evidence of the approval of such document in accordance with the terms hereof. 3. For the purposes set forth above, there is hereby authorized the issuance, sale, and delivery of the Refunding Bonds in one or more series, some portion of which may be taxable obligations, in a maximum aggregate principal amount not to exceed the outstanding principal balance of the 2010 Bonds. The Refunding Bonds shall bear interest at the rates, shall be designated, shall be numbered, shall