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<br />statutory notice of deficiency by the Internal Revenue Service, or a ruling of the National Office or any
<br />District Office of the Internal Revenue Service, or a final decision of a court of competent jurisdiction
<br />which holds that all of the interest payable on this Note is includable in the gross income of the Lender for
<br />federal income tax purposes if the period, if any, for contest or appeal of such action, ruling or decision has
<br />expired without any such contest or appeal having been properly instituted. The expenses of any such
<br />contest shall be paid by the party initiating the contest and neither the Issuer nor the Lender shall be required
<br />to contest or appeal any Determination of Taxability. The “Date of Taxability” shall mean that point in
<br />time, as specified in the determination, ruling or decision, that the interest payable on this Note becomes
<br />includable in the gross income of the Lender for federal income tax purposes.
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<br />6. Default. Upon an Event of Default by the Borrower under the Loan Agreement, the interest
<br />rate on this Note shall increase by 400 basis points until such Event of Default is cured.
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<br />7. Place of Payment. Principal and interest or service charge, if any, due hereunder shall be
<br />payable at the principal office of the Lender, or at such other place as the Lender may designate in writing.
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<br />8. Purpose; Authority. This Note is issued by the Issuer to provide funds for a project, as
<br />defined in Minnesota Statutes, Sections 469.152 through 469.1655, as amended, and Minnesota Statutes,
<br />Chapter 462C, as amended (together, the “Act”), consisting of (i) refunding a portion of the outstanding
<br />Variable Rate Demand Multifamily Housing Revenue Bonds (St. Hedwig’s Assisted Living Project),
<br />Series 2002 (the “2002 Assisted Living Bonds”), issued by the City of Minneapolis (the “City of
<br />Minneapolis”) on December 23, 2002, in the original aggregate principal amount of $7,570,000;
<br />(ii) refunding a portion of the outstanding Variable Rate Demand Nursing Home Revenue Refunding Bonds
<br />(Catholic Eldercare Project), Series 2002 (the “2002 Nursing Home Bonds”), issued by the City of
<br />Minneapolis on December 23, 2002, in the original aggregate principal amount of $9,580,000; and
<br />(iii) paying the costs of issuance of this Note. The City of Minneapolis loaned the proceeds of the 2002
<br />Assisted Living Bonds to Catholic Eldercare Community Services Corporation II, a Minnesota nonprofit
<br />corporation and an affiliate of the Borrower (“CECSC II”), to finance the acquisition, construction, and
<br />equipping of a 71-unit assisted living facility located at 2919 Randolph Street NE (commonly known as
<br />RiverVillage East) in the City of Minneapolis. The City of Minneapolis loaned the proceeds of the 2002
<br />Nursing Home Bonds to the Borrower to (a) refinance the acquisition, construction, and equipping of the
<br />150-bed skilled nursing facility located at 817 Main Street NE (commonly known as Catholic Eldercare on
<br />Main) in the City; and (b) refinance the acquisition, construction, and equipping of a 51-unit assisted living
<br />multifamily rental housing facility located at 909 Main Street NE (commonly known as MainStreet Lodge)
<br />in the City of Minneapolis. The facilities refinanced with the proceeds of this Note are owned and operated
<br />by the Borrower and its affiliates. The Issuer has loaned the proceeds of this Note to the Borrower pursuant
<br />to a Loan Agreement, dated as of December 1, 2014 (the “Loan Agreement”), between the Issuer and
<br />Borrower. This Note is further issued pursuant to and in full compliance with the Constitution and laws of
<br />the State of Minnesota, particularly the Act and Minnesota Statutes, Section 471.656, as amended, and
<br />pursuant to resolutions adopted by the City Council of the Issuer on November 10, 2014 and
<br />December 6, 2021 (together, the “Resolution”).
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<br />9. Security. The loan repayments to be made by the Borrower under the Loan Agreement
<br />(the “Loan Repayments”) will be fixed so as to produce revenue sufficient to pay the principal of, premium,
<br />if any, and interest on this Note when due. The Issuer has assigned its right, title, and interest in and to the
<br />Loan Agreement, including, but not limited to, the Issuer’s right to receive Loan Repayments (but not including
<br />certain reserved rights of the Issuer to receive payment for fees and expenses and indemnification) pursuant to
<br />the Pledge Agreement, dated as of December 1, 2014 (the “Pledge Agreement”), between the Issuer and the
<br />Lender. The Parity Debt is also secured by the following documents which may be amended from time to
<br />time: (i) an Amended and Restated Combination Mortgage, Security Agreement, and Fixture Financing
<br />Statement, dated December 18, 2014, from the Borrower; (ii) an Assignment of Rents and Leases, dated
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