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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 May 1, 2023 (as amended, modified,
<br />supplemented or assigned from time to time, this “Mortgage”), by LITTLE CANADA PHASE II
<br />LIMITED PARTNERSHIP, a limited partnership, duly organized and validly existing under the laws of
<br />the State of Minnesota (together with its successors and assigns, the “Grantor”), whose address is c/o
<br />Reuter Walton Development, LLC, 4450 Excelsior Boulevard, Suite 400, St. Louis Park, Minnesota
<br />55416 and its U.S. employer identification number is 87-4086521 for the benefit of 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 successors and assigns, the “Governmental Lender” or
<br />“Beneficiary” herein), 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 U.S. Bank Trust Company, National Association (the “Fiscal
<br />Agent”) dated as of May 1, 2023 (the “Funding Loan Agreement”) under which the Funding Lender will
<br />make a loan (the “Funding Loan”) to the Governmental Lender, the proceeds of which will be loaned to
<br />the Borrower pursuant to a Borrower Loan Agreement of even date herewith (as it may be supplemented
<br />or amended, the “Borrower Loan Agreement”) to finance the acquisition, construction, development,
<br />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
<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 Clo sing
<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 for the benefit of the
<br />Funding Lender;
<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; and
<br />WHEREAS, all capitalized terms used herein without definition have the meanings given to such
<br />terms in the Funding Loan Agreement or the Borrower Loan Agreement.
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