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<br />NOW, THEREFORE, the County and the Cities hereby agree as follows: <br /> <br />1. Essentia Health, a Minnesota nonprofit corporation ("Borrower"), has <br />requested that the County issue its revenue bonds, in one or more series (the "Bonds") in the <br />aggregate principal amount not to exceed $145,000,000 under the provisions of the Act to (i) <br />finance or refinance the acquisition of certain assets of Dakota Clinic, Ltd., Medical Properties, <br />Inc. and Dakota Specialty Institute d/bla Innovis (such entities together, "DC/I") in connection <br />with the affiliation of the Borrower with DCII and (ii) finance costs of issuance of the Bonds and <br />any debt service reserve fund deposit established therefor. The assets the acquisition of which is <br />expected to be financed or refinanced by the issuance of the Bonds (collectively, the "Project") <br />are described as the following: <br /> <br />a) an approximately 201,260 square foot clinic and equipment located therein <br />owned by DCII and located at 1702 South University Drive, Fargo, North Dakota, in the County; <br /> <br />b) an approximately 338,300 square foot hospital building and equipment <br />located therein owned by DCII and located at 3000 32nd Avenue South, Fargo, North Dakota, in <br />the County (the "Hospital Building"); <br /> <br />c) equipment located at clinics leased to DCII and located at 3902 13th <br />Avenue South, 2710 North Broadway and in the Hospital Building, each in Fargo, North Dakota, <br />in the County; <br /> <br />d) an approximately 28,749 square foot clinic and equipment located therein <br />owned by DCII and located at 401 3rd Street, Jamestown, North Dakota; <br /> <br />e) an approximately 9,950 square foot clinic and equipment located therein <br />owned by DCII and located at 132 4th Ave. NE, Valley City, North Dakota; <br /> <br />f) an approximately 41,775 square foot clinic and equipment located therein <br />owned by DCII and located at 275 South 11 th, Wahpeton, North Dakota and <br /> <br />g) equipment located at a clinic leased to DCII and located at 5 9th Avenue <br />North, Casselton, North Dakota, in the County. <br /> <br />2. The Bonds shall be issued pursuant to the Act, the Joint Powers Act and the terms <br />of one or more Indentures of Trust (the "Indenture") to be entered into between the County and <br />the corporate trustee named therein. The proceeds of the Bonds will be loaned to the Borrower <br />pursuant to one or more Loan Agreements (the "Loan Agreement") between the County and the <br />Borrower. <br /> <br />3. Each of the Cities has approved the portion ofthe Project to be located within its <br />boundaries and consented to the issuance of the Bonds by the County to provide financing <br />thereof, after a public hearing as required by Section 147(f) ofthe Internal Revenue Code of <br />1986, as amended. The Cities shall not be parties to the Indenture, the Loan Agreement or any <br />other document, other than this Agreement, in connection with the Bonds, and shall have no <br />obligation to any person with respect to the Indenture, the Loan Agreement or the Bonds. <br /> <br />2 <br />