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135260700v3
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<br />REGULATORY AGREEMENT
<br />THIS REGULATORY AGREEMENT, dated as of December 1, 2024 (this “Regulatory
<br />Agreement”), is made and entered into between the CITY OF LITTLE CANADA, MINNESOTA,
<br />a municipal corporation and political subdivision of the State of Minnesota (the “Governmental
<br />Lender”), U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking
<br />association (the “Fiscal Agent”), and RIDE LIMITED PARTNERSHIP, a Minnesota limited
<br />partnership (the “Borrower”).
<br />RECITALS
<br />The Governmental Lender is authorized to issue bonds or other obligations to provide
<br />financing for multifamily housing developments in accordance with the terms of Minnesota
<br />Statutes, Chapters 462A, 462C, and 474A, as amended.
<br />For the purpose of providing financing for the acquisition, construction, and equipping of
<br />an approximately 235,428 rentable square-foot apartment community that will consist of an
<br />approximately 160-unit multifamily housing development for households of low and moderate
<br />income, and functionally related facilities, located at 2550 Rice Steet in the City of Little Canada,
<br />Minnesota, to be known as Ride Apartments (the “Project”), on the real property described on
<br />EXHIBIT A attached hereto (the “Land”), funding one or more reserve funds, if necessary, paying
<br />interest on the Note (defined below) during the construction of the Project, if necessary, and paying
<br />the costs of issuing the Note, the Governmental Lender has agreed to issue the Note.
<br />The Borrower has requested that the Governmental Lender issue its Multifamily Housing
<br />Revenue Note (Ride Apartments Project), Series 2024 (the “Note”) pursuant to a Funding Loan
<br />Agreement (the “Funding Loan Agreement”) dated as of December 1, 2024 between the
<br />Governmental Lender, the Fiscal Agent and Merchants Bank of Indiana, as Initial Funding Lender
<br />(as described in the Funding Loan Agreement) in accordance with Resolution No. 2024-11-__
<br />adopted by the City Council of the Governmental Lender on November 13, 2024 (the
<br />“Resolution”) and a Borrower Loan Agreement between the Governmental Lender, the Fiscal
<br />Agent, and the Borrower, dated as of December 1, 2024 (the “Loan Agreement”), to provide funds
<br />to provide long-term financing for the Project.
<br />For good and valuable consideration, the Borrower, the Fiscal Agent, and the
<br />Governmental Lender have determined to enter into this Regulatory Agreement in order to assure
<br />compliance with certain requirements of the Code (hereinafter defined) and of the Act (hereinafter
<br />defined) applicable to the Project.
<br />NOW, THEREFORE, the Borrower, the Fiscal Agent, and the Governmental Lender do
<br />hereby impose upon the Project the following covenants, restrictions, charges, and easements,
<br />which shall run with the land and shall be binding and a burden upon the Project and all portions
<br />thereof, and upon any purchaser, grantee, owner, or lessee of any portion of the Project and any
<br />other person or entity having any right, title, or interest therein and upon the respective heirs,
<br />executors, administrators, devisees, successors, and assigns of any purchaser, grantee, owner, or
<br />lessee of any portion of the Project and any other person or entity having any right, title, or interest
<br />therein, for the length of time that this Regulatory Agreement shall be in full force and effect:
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