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<br />MORTGAGE, ASSIGNMENT OF RENTS AND LEASES, SECURITY AGREEMENT AND
<br />FIXTURE FILING
<br />This MORTGAGE, ASSIGNMENT OF RENTS AND LEASES, SECURITY
<br />AGREEMENT AND FIXTURE FILING, dated as of June 1, 2022 (as amended, modified,
<br />supplemented or assigned from time to time, this “Mortgage”), by TWIN LAKE LIMITED
<br />PARTNERSHIP, a limited partnership, duly organized and validly existing under the laws of the State of
<br />Minnesota (together with its successors and assigns, the “Grantor”), whose address is c/o Reuter Walton
<br />Development, LLC, 1710 West Lake Street, Suite 100, Minneapolis, Minnesota 55408 and its U.S.
<br />employer identification number is 87-4086521 for the benefit of CITY OF LITTLE CANADA,
<br />MINNESOTA, a municipal corporation duly organized and validly existing under the laws of the State of
<br />Minnesota (together with its successors and assigns, the “Governmental Lender” or “Beneficiary” herein),
<br />whose address is 515 Little Canada Road East, Little Canada, Minnesota 55117,
<br />W I T N E S S E T H:
<br />WHEREAS, the Grantor has applied to the Governmental Lender for a loan (the “Borrower
<br />Loan”), to finance the acquisition, construction and equipping of a multifamily apartment housing facility
<br />consisting of total of 60 units and related personal property and equipment, located in Little Canada,
<br />Minnesota and known as “Twin Lake Apartments” (the “Project Facilities”);
<br />WHEREAS, the Grantor has requested the Governmental Lender to enter into that certain
<br />Funding Loan Agreement between Governmental Lender, Allianz Life Insurance Company of North
<br />America (the “Funding Lender”) and ____________ (the “Fiscal Agent”) dated as of June 1, 2022 (the
<br />“Funding Loan Agreement”) under which the Funding Lender will make a loan (the “Funding Loan”) to
<br />the Governmental Lender, the proceeds of which will be loaned to the Borrower pursuant to a Borrower
<br />Loan Agreement of even date herewith (as it may be supplemented or amended, the “Borrower Loan
<br />Agreement”) to finance the acquisition, construction, rehabilitation, development, equipping and/or
<br />operation of the Project Facilities;
<br />WHEREAS, pursuant to the Borrower Loan Agreement, the Borrower agrees to make loan
<br />payments to the Governmental Lender in an amount which, when added to other funds available under
<br />this Funding Loan Agreement, will be sufficient to enable the Governmental Lender to repay the Funding
<br />Loan and to pay all costs and expenses related thereto when due;
<br />WHEREAS, to evidence its payment obligations under the Borrower Loan Agreement, the
<br />Borrower will execute and deliver to the Governmental Lender its Promissory Note dated the Closing
<br />Date (the “Borrower Note”);
<br />WHEREAS, the rights of the Governmental Lender under the Borrower Loan Agreement, this
<br />Mortgage, the Borrower Note and the other Funding Loan Documents are being assigned
<br />contemporaneously with the execution and delivery hereof to the Fiscal Agent; and
<br />WHEREAS, simultaneously with the Funding Loan Agreement, the Grantor will enter into a
<br />$_________ Promissory Note for the benefit of Funding Lender in order to additionally finance
<br />construction of the Project Facilities (the “Bridge Note”) and the Grantor will be obligated to make
<br />payments thereunder;
<br />WHEREAS, the Project Facilities shall be additional financed and constructed with the proceeds
<br />of that certain Tax Increment Limited Revenue Note dated as of June __, 2022, made by the City of
<br />Minneapolis (in such capacity, the “City”) in favor of Grantor in the principal amount of $_________ (the
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