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<br />SUBORDINATION AGREEMENT
<br />THIS SUBORDINATION AGREEMENT dated as of June 1, 2022 (as amended, modified,
<br />supplemented or assigned from time to time, this “Agreement”) by and among CITY OF LITTLE
<br />CANADA, MINNESOTA, a municipal corporation duly organized and validly existing under the laws of
<br />the State of Minnesota (together with its permitted successors and assigns, “Governmental Lender”),
<br />[FISCAL AGENT], a _________________ duly organized and validly existing under the laws of the
<br />__________________ (together with its permitted successors and assigns, “Senior Lender”), [RAMSEY
<br />COUNTY], a ______________ duly organized and validly existing under the laws of the State of
<br />Minnesota (together with its permitted successors and assigns, “Subordinate Lender”), and TWIN PEAK
<br />LIMITED PARTNERSHIP, a limited partnership duly organized and validly existing under the laws of the
<br />State of Minnesota (together with its permitted successors and assigns, the “Borrower”),
<br />W I T N E S S E T H:
<br />WHEREAS, the Borrower 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”); all capitalized terms used
<br />herein and not otherwise defined shall have the meanings given to them in the Funding Loan Agreement
<br />(defined below);
<br />WHEREAS, the Borrower 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, a Minnesota Corporation (the “Funding Lender”) and ______________, as fiscal agent (the
<br />“Fiscal Agent”) dated as of June 1, 2022 (the “Funding Loan Agreement”) under which the Funding
<br />Lender will make a loan (the “Funding Loan”) to the Governmental Lender, the proceeds of which will be
<br />loaned to Borrower pursuant to a Borrower Loan Agreement of even date herewith (as it may be
<br />supplemented or amended, the “Borrower Loan Agreement”) to finance the acquisition, construction,
<br />rehabilitation, development, equipping and/or 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 the
<br />Funding Loan Agreement, will be sufficient to enable the Governmental Lender to repay the Funding Loan
<br />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 Date
<br />(the “Borrower Note”) and are secured by, among other things, a first- priority mortgage lien on the
<br />Property granted pursuant to a Mortgage, Assignment of Rents and Leases, Security Agreement and Fixture
<br />Filing dated as of the date hereof (as amended, modified or supplemented from time to time, the “Senior
<br />Mortgage”, which, together with the Loan Agreement, the Borrower Note and all other agreements
<br />contemplated therein or evidencing or securing the Borrower’s obligations under the Borrower Loan
<br />Agreement are hereinafter collectively referred to as the “Senior Loan Documents” and the indebtedness
<br />evidenced and secured by the Senior Loan Documents is hereinafter collectively referred to as the “Senior
<br />Indebtedness”);
<br />WHEREAS, the rights of the Governmental Lender under the Borrower Loan Agreement, the
<br />Mortgage, the Borrower Note and the other Funding Loan Documents are being assigned
<br />contemporaneously with the execution and delivery hereof to the Funding Lender and the Fiscal Agent; and
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