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135242345v3 <br /> <br /> <br /> <br /> <br />FUNDING LOAN AGREEMENT <br /> <br />THIS FUNDING LOAN AGREEMENT (“Funding 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 Merchants Bank of Indiana (the “Initial Funding Lender”). <br />RECITALS <br />A. Pursuant to Minnesota Statutes, Chapters 462C and 474A (collectively, the “Act”) <br />and the Project Loan Agreement, dated as of the date hereof (as the same may be amended, <br />restated, supplemented or otherwise modified from time to time, the “Project Loan Agreement”), <br />among Governmental Lender, Fiscal Agent, and Ride Limited Partnership (the “Borrower”), <br />Governmental Lender is agreeing to make a mortgage loan to Borrower in the maximum aggregate <br />principal amount of $25,820,000 (the “Project Loan”) to provide for the financing of a <br />multifamily rental housing development located at 2550 Rice Street in Little Canada, Minnesota <br />and known as Ride Apartments. The Land, Improvements, and Fixtures (each as defined in the <br />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 being made to Governmental Lender pursuant to this Funding Loan Agreement <br />in the maximum aggregate principal amount of $25,820,000 (the “Funding Loan” and together <br />with the Project Loan, the “Loans”). The Funding Loan is evidenced by the City of Little Canada, <br />Minnesota Multifamily Housing Revenue Note (Ride Apartments Project) Series 2024, dated <br />December __, 2024 (the “Delivery Date”), executed by Governmental Lender and authenticated <br />by Fiscal Agent in favor of Initial Funding Lender, in the form attached hereto as Exhibit A (as <br />the same may be amended, restated, supplemented or otherwise modified from time to time, or <br />any note executed in substitution therefor, as such substitute note may be amended, restated, <br />supplemented or otherwise modified from time to time, and together with all addenda thereto, the <br />“Governmental Note”). <br />C. Pursuant to the terms and subject to the conditions of this 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 the 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 the <br />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