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135260700v3 4 “Qualified Project Period” means the period beginning on the later of the date of issuance of the Note and the first day on which 10% of the Dwelling Units in the Project are occupied and ending on the latest of: (i) the date which is 15 years after the date on which 50% of the Dwelling Units in the Project are occupied; (ii) the first day on which no tax-exempt private activity bond issued with respect to the Project is outstanding, or (iii) the date on which any assistance provided with respect to the Project under Section 8 of the United States Housing Act of 1937 terminates. “Regulatory Agreement” means this Regulatory Agreement, together with any amendments or supplements hereto. “Resolution” means Resolution No. 2024-11-___, adopted by the City Council of the Governmental Lender on November 13, 2024, authorizing the issuance of the Note. “Section 474A Penalty” means the penalty described in Minnesota Statutes, Section 474A.047, subdivision 3, as applied to the Project. “State” means the State of Minnesota. “Treasury Regulations” means the regulations promulgated or proposed by the Department of the Treasury pursuant to the Code from time to time or pursuant to any predecessor statute to the Code. Unless the context clearly requires otherwise, as used in this Regulatory Agreement words of the masculine, feminine or neuter gender shall be construed to include each other gender when appropriate, and words of the singular number shall be construed to include the plural number, and vice versa, when appropriate. This Regulatory Agreement and all of the terms and provisions hereof shall be construed to effectuate the purposes set forth herein and to sustain the validity hereof. Section 2. Representations by the Borrower. The Borrower covenants, represents, and warrants that: (a) The Borrower is a limited partnership organized and existing under the laws of the State. The Borrower is in good standing in the State and has duly authorized, by proper action, the execution and delivery of this Regulatory Agreement. The Borrower is duly authorized by the laws of the State to transact business in the State and to perform all of its duties hereunder. (b) Neither the execution and delivery of this Regulatory Agreement or any other document in connection with the financing of the Project, the consummation of the transactions contemplated hereby and thereby nor the fulfillment of or compliance with the terms and conditions hereof and thereof conflicts with or results in a breach of any of the terms, conditions, or provisions of any agreement or instrument to which the Borrower is now a party or by which it