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<br />Mortgage, Assignment of Rents,
<br />Security Agreement and Fixture Filing
<br />Page 2
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<br />THIS MORTGAGE, ASSIGNMENT OF RENTS, SECURITY AGREEMENT AND
<br />FIXTURE FILING (hereinafter referred to as “Security Instrument”), made as of December
<br />____, 2024, is granted by RIDE LIMITED PARTNERSHIP, a Minnesota limited partnership, as
<br />mortgagor (“Borrower”), to the CITY OF LITTLE CANADA, MINNESOTA (collectively with
<br />its successors or assigns, “Governmental Lender”).
<br />RECITALS:
<br />A. Pursuant to Minnesota Statutes Chapter 462C and 474A (collectively, the “Act”), and the
<br />Project Loan Agreement dated as of December 1, 2024 (the “Project Loan Agreement”),
<br />by and among the Governmental Lender, U.S. Bank Trust Company, National Association,
<br />a national banking association (the “Fiscal Agent”), and Borrower, the Governmental
<br />Lender has agreed to make a mortgage loan to the Borrower in the maximum aggregate
<br />principal amount of $25,820,000.00 (the “Project Loan”) to provide financing for a 160-
<br />unit multifamily rental housing development and functionally related facilities known as
<br />Ride Apartments (the “Project”), located in Little Canada, Minnesota and legally
<br />described on Exhibit A attached hereto and made a part hereof (as further defined herein,
<br />the “Real Estate”).
<br />B. The Governmental Lender is making the Project Loan to the Borrower with the proceeds
<br />received from the separate loan in the original principal amount of $25,820,000.00 (the
<br />“Funding Loan” and together with the Project Loan, the “Loans”) made to the
<br />Governmental Lender pursuant to the Funding Loan Agreement dated as of December 1,
<br />2024 (the “Funding Loan Agreement”), by and among Merchants Bank of Indiana, an
<br />Indiana chartered bank, in its capacity as the initial funding lender (“Initial Funding
<br />Lender”), Governmental Lender and Fiscal Agent. Capitalized terms used herein and not
<br />otherwise defined herein shall have the meanings given to them in the Funding Loan
<br />Agreement. The Funding Loan is evidenced by the Governmental Lender’s Multifamily
<br />Housing Revenue Note (Ride Apartments Project) Series 2024 (together with all riders and
<br />addenda thereto, the “Governmental Note”) dated December ____, 2024 and delivered by
<br />the Governmental Lender to the Initial Funding Lender.
<br />C. Borrower’s repayment obligations in respect of the Project Loan are evidenced by that
<br />certain Multifamily Note dated December _____, 2024 (together with all riders and
<br />addenda thereto, the “Project Note” and together with the Governmental Note, the
<br />“Notes”) delivered by the Borrower to the Governmental Lender. Governmental Lender
<br />has endorsed the Project Note to Fiscal Agent for the benefit of Initial Funding Lender as
<br />security for the Funding Loan.
<br />D. Pursuant to the Funding Loan Agreement, the Governmental Lender has assigned to the
<br />Fiscal Agent, for the benefit of the Initial Funding Lender, all of the Governmental
<br />Lender’s right, title and interest in the Project Loan Agreement, the Project Loan, the
<br />Project Note, this Security Instrument and the Premises (as described herein), as security
<br />for the payment of the principal of, premium, if any, and interest on the Governmental Note
<br />and the payment of any other amounts due thereunder and under the Funding Loan
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