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<br />4826-7112-9417.2
<br />THIS DECLARATION OF RESTRICTIVE COVENANTS (including the exhibits
<br />attached hereto) (as the same may be amended, modified or supplemented, this “Agreement”),
<br />made as of ____________ __, 2017, is by and between SAINT PAUL ACADEMY AND
<br />SUMMIT SCHOOL, a Minnesota nonprofit corporation (together with its permitted successors
<br />and assigns, the “Borrower”), and BREMER BANK, NATIONAL ASSOCIATION, a national
<br />banking association (together with its permitted successors and assigns, the “Lender”). This
<br />Agreement is intended to be filed and recorded in the official public records of the Clerk and
<br />Recorder of the County of Ramsey, Minnesota, and shall constitute a restriction upon the use of
<br />the property described below, subject to and in accordance with the terms contained herein.
<br />W I T N E S S E T H:
<br />WHEREAS, the Borrower is or will be the owner of educational facilities located on the
<br />real property described in Exhibit A hereto, located at Dunlap and Goodrich Avenues and
<br />Randolph and Davern in Saint Paul, Minnesota (the “Project”); and
<br />WHEREAS, the financing and refinancing of the acquisition, construction and equipping
<br />of the Project will be funded in part from proceeds of the (i) $10,000,000 City of Mendota,
<br />Minnesota (“Mendota”) Capital Campaign Bridge Financing Note, Series 2017 (Saint Paul
<br />Academy and Summit School Project) (the “Mendota Note”) issued pursuant to the Loan
<br />Agreement dated as of ____________ __, 2017 (the “Mendota Loan Agreement”) between
<br />Mendota and the Borrower; (ii) $_________ City of Falcon Heights, Minnesota (“Falcon
<br />Heights”) Educational Facilities Revenue Refunding Note, Series 2017 (Saint Paul Academy and
<br />Summit School Project) (the “Falcon Heights Note”) issued pursuant to the Loan Agreement
<br />dated as of ____________ __, 2017 (the “Falcon Heights Loan Agreement”) between Falcon
<br />Heights and the Borrower; and (iii) $_________ City of Little Canada, Minnesota (“Little
<br />Canada” and, together with Mendota and Falcon Heights, the “Issuers”) Educational Facilities
<br />Revenue Refunding Note, Series 2017 (Saint Paul Academy and Summit School Project) (the
<br />“Little Canada Note” and, together with the Mendota Note and the Falcon Heights Note, the
<br />“Notes”) issued pursuant to the Loan Agreement dated as of ____________ __, 2017 (the “Little
<br />Canada Loan Agreement” and, together with the Mendota Loan Agreement and the Falcon
<br />Heights Loan Agreement, the “Loan Agreements”) between Little Canada and the Borrower and
<br />WHEREAS, the proceeds of the Notes will be loaned to the Borrower as provided in the
<br />Loan Agreements; and
<br />WHEREAS, the Issuers have pledged and granted a security interest in all of its rights,
<br />title and interest in its respective Loan Agreement to the Lender; and
<br />WHEREAS, the Lender is unwilling to provide proceeds of the Notes to finance and
<br />refinance the Project unless the Borrower, by executing this Agreement, consents to certain
<br />restrictions on the Project.
<br />NOW, THEREFORE, in consideration of the mutual promises and covenants set forth
<br />below, and of other valuable consideration, the Borrower and the Lender agree as follows:
<br />Section 1. Representations of the Borrower. The Borrower hereby represents, as of
<br />the date hereof, and warrants, covenants and agrees as follows:
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