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135242317v3 <br /> <br /> <br /> <br /> <br />PROJECT LOAN AGREEMENT <br /> <br />THIS PROJECT LOAN AGREEMENT (“Project Loan Agreement”) dated as of <br />December 1, 2024, is made by and among City of Little Canada, Minnesota (the “Governmental <br />Lender”), U.S. Bank Trust Company, National Association, as fiscal agent (the “Fiscal Agent”), <br />and Ride Limited Partnership (the “Borrower”). <br />RECITALS <br />A. Pursuant to Minnesota Statutes, Chapters 462C and 474A (the “Act”) and this <br />Project Loan Agreement, Governmental Lender is agreeing to make a mortgage loan to Borrower <br />in the maximum aggregate principal amount of $25,820,000 (the “Project Loan”) to provide for <br />the financing of a multifamily rental housing development located at 2550 Rice Street in Little <br />Canada, Minnesota and known as Ride Apartments. The Land, Improvements, and Fixtures (each <br />as defined in the Security Instrument) are collectively referred to herein as the “Project”. <br />B. Governmental Lender is making the Project Loan with the proceeds received from <br />the separate loan incurred by Governmental Lender pursuant to the Funding Loan Agreement, <br />dated as of the date hereof (“Funding Loan Agreement”), among Merchants Bank of Indiana (the <br />“Initial Funding Lender”), Governmental Lender, and Fiscal Agent, in the maximum aggregate <br />principal amount of $25,820,000 (the “Funding Loan” and together with the Project Loan, the <br />“Loans”). The Funding Loan is evidenced by the City of Little Canada, Minnesota Multifamily <br />Housing Revenue Note (Ride Apartments Project) Series 2024, dated December __, 2024 (the <br />“Delivery Date”), delivered by Governmental Lender to Initial Funding Lender (as the same may <br />be amended, restated, supplemented or otherwise modified from time to time, or any note executed <br />in substitution therefor, as such substitute note may be amended, restated, supplemented or <br />otherwise modified from time to time, and together with all addenda thereto, the “Governmental <br />Note”). <br />C. Pursuant to the terms and subject to the conditions of the Funding Loan Agreement, <br />the Construction Phase Financing Agreement, and the Construction Continuing Covenant <br />Agreement, Initial Funding Lender has agreed to originate and fund the Funding Loan to <br />Governmental Lender on a draw-down basis, which proceeds of the Funding Loan will be used by <br />Governmental Lender to fund the Project Loan to Borrower in corresponding installments pursuant <br />to this Project Loan Agreement. Initial Funding Lender will administer the Loans during the <br />Construction Phase in accordance with the Financing Documents. <br />D. Borrower has agreed to use the proceeds of the Project Loan to finance the <br />acquisition and construction of the Project [and to pay certain costs incurred in connection with <br />the Loans]. <br />E. Borrower’s payment obligations in respect of the Project Loan will be evidenced <br />by a Multifamily Note, dated the Delivery Date (as the same will be amended and restated into the <br />form attached to the Construction Phase Financing Agreement upon the occurrence of the <br />Conversion Date, and as the same may be amended, restated, supplemented or otherwise modified <br />from time to time, or any note executed in substitution therefor, as such substitute note may be