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III.1. Documents Related to the Redevelopment of 325 Blake Road- Building AHOPKINS HRA SPECIAL MEETING AGENDA Tuesday, September 20, 2022 6:30 pm I.CALL TO ORDER II.ADOPT A GENDA III.CONSENT A GENDA 1.Documents Related to the Redevelopment of 325 Blake Road - Building A Recommendation: Approve Consent Agenda IV.ADJOURN HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF HOPKINS RESOLUTION NO. 546 APPROVING A LOAN TO ALATUS HOPKINS LIHTC I LLC, THE ASSIGNMENT OF CERTAIN TAX INCREMENT REVENUE FROM CERTAIN TAX INCREMENT FINANCING DISTRICTS WITHIN THE CITY OF HOPKINS, AND THE EXECUTION AND DELIVERY OF DOCUMENTS IN CONNECTION THEREWITH Section 1. Recitals. 1.01. The City of Hopkins, Minnesota (the “City”) and the Housing and Redevelopment Authority in and for the City of Hopkins (the “Authority”) have previously established Tax Increment Financing District No. 2-11 (“TIF District 2-11”), a redevelopment district within Redevelopment Project No. 1 in the City, and adopted a tax increment financing plan therefor (the “2-11 TIF Plan”), in accordance with Minnesota Statutes, Sections 469.174 through 469.1794, as amended (the “TIF Act”). 1.02. On December 21, 2021, the Board of Commissioners of the Authority (the “Board”) adopted a resolution approving an amendment to the 2-11 TIF Plan to allow for the pooling of tax increment revenue from the TIF District 2-11 for housing purposes outside of TIF District 2-11. 1.03. On December 21, 2021, the City Council of the City (the “City Council”) and the Board adopted resolutions approving the establishment of Tax Increment Financing District No. 1-6 (325 Blake) (“TIF District 1-6”), a redevelopment district within Redevelopment Project No. 1 in the City, and adopted a tax increment financing plan therefor in accordance with the TIF Act. 1.04. On December 21, 2021, the City Council and the Board adopted a joint resolution approving the execution and delivery of a Contract for Private Redevelopment (the “Contract”) with Alatus Hopkins MD LLC, a Delaware limited liability company (the “Redeveloper”), pursuant to which the Redeveloper agreed to redevelop the property located at 325 Blake Road in the City (the “Redevelopment Property”) and construct multiple buildings containing approximately 800 multifamily units, with 688 rental apartment units and 112 senior cooperative units, meeting certain affordability levels within each building, approximately 33 for sale town homes, 8,000 square feet of ground-floor retail, a 1,000-square foot sky lounge, and two 4,500-square foot standalone restaurant pads (the “Minimum Improvements”). The Contract, as previously approved, has subsequently been revised. 1.05. As part of the Minimum Improvements, the Redeveloper has proposed to construct approximately 116 multifamily housing units, with affordable levels within Building A as set forth in the Contract (the “Phase IA, Building A Minimum Improvements”), on the portion of the Redevelopment Property legally described in EXHIBIT A attached hereto (the “Phase IA, Building A Property”). 1.06. As contemplated in the Contract, the Authority has proposed to make a forgivable loan to the Redeveloper (the “TIF Loan”) in the principal amount of $3,750,000 from pooled tax increment from TIF District 2-11 to reimburse the Redeveloper for a portion of the Redeveloper’s redevelopment costs associated with Phase I of the development. 1.07. As contemplated in the Contract, the Authority has proposed to issue a tax increment revenue note (the “TIF Note”) in the maximum principal amount of $1,530,000 to the Redeveloper to 2 reimburse the Redeveloper for a portion of the Redeveloper’s redevelopment costs with respect to the Phase IA, Building A Minimum Improvements, which TIF Note will be payable from tax increment revenue generated from property within TIF District 1-6. 1.08. The Redeveloper has proposed to assign its rights and responsibilities with respect to the construction of the Phase IA, Building A Minimum Improvements to the Affordable Housing Redeveloper, which assignment is permissible under the terms of Section 8.2 of the Contract. 1.09. The Redeveloper has proposed to assign its rights and responsibilities with respect to the Phase IA, Building A Minimum Improvements as well as its interest in the TIF Loan and the TIF Note to the Affordable Housing Redeveloper, and the Affordable Housing Redeveloper has proposed to assume the rights and responsibilities of the Redeveloper with respect to the Phase IA, Building A Minimum Improvements as well as the interest of the Affordable Housing Redeveloper in the TIF Loan and the TIF Note. 1.10. The Redeveloper also intends to assign to the Affordable Housing Redeveloper all of the Redeveloper’s interest in and its rights and obligations as the redeveloper under the Declaration of Restrictive Covenants and the Minimum Assessment Agreement to be executed in connection with the Phase IA, Building A Minimum Improvements. 1.11. On July 7, 2022, the City issued its Multifamily Housing Revenue Bonds (325 Blake Apartments), Series 2022A (the “Tax-Exempt Bonds”), in the original aggregate principal amount of $19,930,000, and its Taxable Multifamily Housing Revenue Bonds (325 Blake Apartments), Series 2022B (the “Taxable Bonds,” and together with the Tax-Exempt Bonds, the “Bonds”), in the original aggregate principal amount of $5,840,000. The City loaned the proceeds of the Bonds to the Affordable Housing Redeveloper (the “Bond Loan”) to provide financing for a portion of the Phase IA, Building A Minimum Improvements. The Affordable Housing Redeveloper has proposed to assign its interest in the TIF Loan and the TIF Note (together, the “Affordable Housing TIF”) to The Huntington National Bank, a national banking association (the “Bond Trustee”), as the trustee with respect to the Bonds, as security for the repayment obligations of the Affordable Housing Redeveloper with respect to the Bonds. 1.12. The following documents have been presented to the Board: (a) a revised Contract incorporating modifications made since the prior approval of the Contract; (b) a Partial Assignment and Assumption Agreement (the “Partial Assignment and Assumption Agreement”) between the Authority, the City, the Redeveloper, and the Affordable Housing Redeveloper pursuant to which the Redeveloper will assign its rights and responsibilities with respect to the Phase IA, Building A Minimum Improvements as well as its interest in the Affordable Housing TIF to the Affordable Housing Redeveloper, the Affordable Housing Redeveloper will assume the rights and responsibilities of the Redeveloper with respect to the Phase IA, Building A Minimum Improvements as well as the interest of the Affordable Housing Redeveloper in the Affordable Housing TIF, and the Authority and the City will consent to such assignment and assumption; (c) a Declaration of Restrictive Covenants (the “Declaration”) between the Authority and the Affordable Housing Redeveloper related to affordability covenants; (d) a Minimum Assessment Agreement (the “Assessment Agreement”) between the Authority and the Affordable Housing Redeveloper providing for a minimum assessment related to the Affordable Housing Redeveloper’s property; (e) a Loan Agreement (the “TIF Loan Agreement”) between the Authority and the Affordable Housing Redeveloper relating to the TIF Loan; (f) a Promissory Note by the Affordable Housing Redeveloper in favor of the Authority, which evidences the repayment obligations of the Affordable Housing Redeveloper with respect to the TIF Loan; (g) a Mortgage by the Affordable Housing Redeveloper in favor of the Authority, which secures the repayment obligations of the Affordable Housing Redeveloper with respect to the TIF Loan; (h) an Assignment of TIF Revenues (the 3 “Assignment of TIF Revenues”) between the Affordable Housing Redeveloper and the Bond Trustee, as consented to and acknowledged by the Authority, pursuant to which the Affordable Housing Redeveloper will assign its interest in the Affordable Housing TIF to the Bond Trustee as security for its repayment obligations with respect to the Bonds; (i) a Subordination Agreement (the “TIF Loan Subordination Agreement”) between the Affordable Housing Redeveloper, the Bond Trustee, and the Authority pursuant to which the Authority, as subordinate lender, agrees that the Affordable Housing Redeveloper’s repayment obligations with respect to the TIF Loan will be subordinate to the Affordable Housing Redeveloper’s repayment obligations with respect to the Bonds; (j) a Master Subordination Agreement (the “Master Subordination Agreement”) between the Authority, the City, the Hennepin County Housing and Redevelopment Authority (the “County HRA”), Alatus Hopkins MD LLC, a Delaware limited liability company, and the Affordable Housing Redeveloper, which sets forth the subordination of the various loans, including but not limited to the TIF Loan, to the Bond Loan; and (k) a Master Loan Disbursing Agreement (the “Disbursing Agreement”) between the Authority, City, the County HRA, the Affordable Housing Redeveloper, and First American Title Insurance Company, as the disbursing agent, with respect to the disbursement of the various loans, including but not limited to the TIF Loan. Section 2. Approvals. 2.01. The Board approves the Affordable Housing Redeveloper as the redeveloper with respect to the Phase IA, Building A Minimum Improvements. 2.02. The Chair and the Executive Director are hereby authorized and directed to execute and deliver the Contract, the Partial Assignment and Assumption Agreement, Declaration, Assessment Agreement, the TIF Loan Agreement, the Assignment of TIF Revenues, the TIF Loan Subordination Agreement, the Master Subordination Agreement, and the Disbursing Agreement (collectively, the “Authority Documents”). All of the provisions of the Authority Documents, when executed and delivered as authorized herein, shall be deemed to be a part of this resolution as fully and to the same extent as if incorporated verbatim herein and shall be in full force and effect from the date of execution and delivery thereof. The Authority Documents shall be substantially in the forms on file with the Authority, which are hereby approved, with such omissions and insertions as do not materially change the substance thereof, or as the Chair and the Executive Director, in their discretion, shall determine, and the execution thereof by the Chair and the Executive Director shall be conclusive evidence of such determination. 2.03. The Chair and the Executive Director are hereby authorized to execute and deliver any and all documents deemed necessary to carry out the intentions of this resolution, the Contract, and the Authority Documents. Section 3. Effective Date. This resolution shall be effective upon adoption. Adopted by the Board of Commissioners of the Housing and Redevelopment Authority in and for the City of Hopkins, Minnesota on the 20th day of September, 2022. Chair ATTEST: Executive Director HP145-47 (JAE) 820213v1 Execution Copy HP145-47-767778.v18 DRAFT September 14, 2022 CONTRACT FOR PRIVATE REDEVELOPMENT By and Between CITY OF HOPKINS, MINNESOTA and HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF HOPKINS and ALATUS HOPKINS MD LLC This document drafted by: KENNEDY & GRAVEN, CHARTERED (SJR) 150 South Fifth Street, Suite 700 Minneapolis, MN 55402 (612) 337-9300 Execution Copy i HP145-47-767778.v18 TABLE OF CONTENTS PAGE PREAMBLE ....................................................................................................................................1 ARTICLE I Definitions Section 1.1. Definitions................................................................................................................2 Section 1.2. Exhibits ...................................................................................................................7 Section 1.3. Rules of Interpretation .............................................................................................7 Section 1.4. Incorporation of Recitals and Exhibits ....................................................................8 ARTICLE II Representations and Warranties Section 2.1. Representations by the City and the HRA ...............................................................8 Section 2.2. Representations and Warranties by the Redeveloper ...............................................9 ARTICLE III Acquisition of Redevelopment Property; Redevelopment Assistance Section 3.1. Acquisition of Redevelopment Property ................................................................10 Section 3.2. Issuance of Pay-As-You-Go Note .........................................................................10 Section 3.3. Conditions Precedent to Issuance of Note .............................................................11 Section 3.4. Potential Reduction of Assistance .........................................................................11 Section 3.5 Redeveloper Responsible for Payment of Administrative Costs ...........................13 Section 3.6. Records ..................................................................................................................13 Section 3.7. Purpose of Assistance; No Business Subsidy ........................................................13 ARTICLE IV Construction of Minimum Improvements Section 4.1. Construction of Minimum Improvements .............................................................14 Section 4.2. Preliminary and Construction Plans .......................................................................14 Section 4.3. Commencement and Completion of Construction .................................................15 Section 4.4. Certificate of Completion ......................................................................................15 Section 4.5. Housing Affordability Covenants ..........................................................................18 Section 4.6. Affordable Housing Reporting ..............................................................................19 Section 4.7. City Public Improvements .....................................................................................19 Section 4.8. Homeowners’ Associations and Restrictive Covenants ........................................19 Section 4.9. Maintenance ...........................................................................................................19 Section 4.10. Reciprocal Easement and Operating Agreement ...................................................19 Execution Copy ii HP145-47-767778.v18 PAGE ARTICLE V Insurance Section 5.1. Insurance ................................................................................................................20 Section 5.2 Subordination .........................................................................................................22 ARTICLE VI Taxes; Use of Tax Increment Section 6.1. Right to Collect Delinquent Taxes .........................................................................22 Section 6.2. Use of Tax Increment .............................................................................................22 Section 6.3. Reduction of Taxes ................................................................................................22 Section 6.4. Qualifications .........................................................................................................24 Section 6.5. Transfer Obligations ..............................................................................................24 Section 6.6. Minimum Assessment Agreement .........................................................................24 ARTICLE VII Financing Section 7.1. Mortgage Financing ...............................................................................................25 Section 7.2. HRA’s Option to Cure Default on Mortgage .........................................................26 Section 7.3. Modification; Subordination ..................................................................................26 ARTICLE VIII Prohibitions Against Assignment and Transfer; Indemnification Section 8.1. Representation as to Redevelopment .....................................................................26 Section 8.2. Prohibition Against Redeveloper’s Transfer of Property And Assignment of Agreement .............................................................................26 Section 8.3. Release and Indemnification Covenants ................................................................28 ARTICLE IX Events of Default Section 9.1. Events of Default Defined .....................................................................................29 Section 9.2. Remedies on Default ..............................................................................................29 Section 9.3. Termination or Suspension of TIF Note ................................................................30 Section 9.4. No Remedy Exclusive............................................................................................30 Section 9.5. No Additional Waiver Implied by One Waiver .....................................................30 Section 9.6. Attorney Fees .........................................................................................................30 Section 9.7 No Cross-Default ...................................................................................................30 Execution Copy iii HP145-47-767778.v18 PAGE ARTICLE X Additional Provisions Section 10.1. Conflict of Interests; Representatives Not Individually Liable .............................32 Section 10.2. Equal Employment Opportunity ............................................................................32 Section 10.3. Restrictions on Use ................................................................................................32 Section 10.4. Notices and Demands ............................................................................................32 Section 10.5. Counterparts ...........................................................................................................33 Section 10.6. Disclaimer of Relationships ...................................................................................33 Section 10.7. Amendment ............................................................................................................33 Section 10.8. Recording ...............................................................................................................34 Section 10.9. Indemnity ...............................................................................................................34 Section 10.10. Titles of Articles and Sections ...............................................................................34 Section 10.11. Governing Law; Venue ..........................................................................................34 Section 10.12. Provisions Not Merged with Deed .........................................................................34 Section 10.13. Approvals ...............................................................................................................34 Section 10.14. Termination ............................................................................................................34 Section 10.15. Public Art ...............................................................................................................34 Section 10.16. Park Dedication ......................................................................................................34 Section 10.17 Miscellaneous ........................................................................................................35 Section 10.18 Commercial Space n Phase IA – Building C and Phase IB ...................................35 Section 10.19 PUD Agreement/Subdivision.................................................................................35 Section 10.20 Rent Control Provisions .........................................................................................35 Section 10.21. Parking Rental ........................................................................................................36 TESTIMONIUM............................................................................................................................36 SIGNATURES ......................................................................................................................... 36-38 EXHIBIT A LEGAL DESCRIPTION OF THE REDEVELOPMENT PROPERTY EXHIBIT B DEPICTION OF THE REDEVELOPMENT PROPERTY AND MINIMUM IMPROVEMENTS EXHIBIT C PRELIMINARY PLAN DOCUMENTS EXHIBIT D FORM OF CERTIFICATE OF COMPLETION EXHIBIT E FORM OF NOTES AND TERMS OF NOTES EXHIBIT F DECLARATION OF RESTRICTIVE COVENANTS EXHIBIT G FORM OF MINIMUM ASSESSMENT AGREEMENT EXHIBIT H FORM OF INVESTMENT LETTER EXHIBIT I TOTAL DEVELOPMENT COSTS EXHIBIT J SAMPLE LOOKBACK CALCULATION Execution Copy 1 HP145-47-767778.v18 CONTRACT FOR PRIVATE REDEVELOPMENT This Contract for Private Redevelopment (the “Agreement”) is made this 1st day of September, 2022, by and between the City of Hopkins, Minnesota, a Minnesota municipal corporation (“City”), and Housing and Redevelopment Authority in and for the City of Hopkins (“HRA”), each having their principal office at 1010 1st Street South, Hopkins, Minnesota 55343, and Alatus Hopkins MD LLC, a Delaware limited liability company, having its principal office at IDS Center, 80 South 8th Street, Suite 4155, Minneapolis, MN 55402 (the “Redeveloper”). WITNESSETH: WHEREAS, the HRA previously found that there exists within the community a building that had a blighting influence on surrounding properties and was structurally substandard due to its poor physical condition or functional obsolescence and which, because of those conditions, threatened the health, safety and welfare of the community; and WHEREAS, the HRA has previously caused demolition of a building located at the Redevelopment Property as hereinafter defined; and WHEREAS, the HRA finds that it is in the public interest, helpful for the tax base and beneficial for the health, safety and welfare of the community as a whole to remove vacant, underutilized, obsolete, and structurally substandard buildings and to replace them with new life- cycle housing and ancillary commercial uses; and WHEREAS, the HRA finds that, due to market conditions which exist today and are likely to persist for the foreseeable future, the private sector alone is not able to accomplish redevelopment of the type needed within the community and, therefore, such will not occur without public intervention; and WHEREAS, the HRA was created pursuant to Minnesota Statutes, Sections 469.001- 469.047 (the “Act”) and was authorized to transact business and exercise its powers by a resolution of the City Council of the City pursuant to the Act; and WHEREAS, in order to foster the redevelopment described above, the City established its Redevelopment Project No. 1, as defined in the Act, providing for the development and redevelopment of certain areas located within the City (which redevelopment project is hereinafter referred to as the “Project”), to implement the goals and objectives thereof, all pursuant to the Act; and WHEREAS, the Redeveloper has presented to the HRA a proposal wherein the Redeveloper will redevelop 325 Blake Road North (the “Redevelopment Property”) through the construction on the Redevelopment Property of multiple buildings containing approximately 804 multi-family units, with 692 units of apartments, and 112 senior cooperative units, with the affordability levels within each building specified below in Section 4.5; construction of approximately 33 for sale town homes, 8,000 sq. ft. of ground floor retail, 1,000 sq. ft. sky lounge and two (2) 4,500 sq. ft. standalone restaurant pads; with Total Development Costs estimated to be approximately $330,000,000; and Execution Copy 2 HP145-47-767778.v18 WHEREAS, as part of its proposal the Redeveloper has requested that the HRA create a tax increment financing district encompassing the Redevelopment Property and use a portion of the tax increment generated from the redeveloped Redevelopment Property to reimburse the Redeveloper for a portion of the Redeveloper's redevelopment costs; and WHEREAS, the HRA established Tax Increment Financing District No. 1-6: 325 Blake (a “redevelopment district”) and adopted a tax increment financing plan related thereto, all pursuant to Minnesota Statutes, sections 469.174 through 469.1799; and WHEREAS, the Redeveloper has proposed to redevelop the Redevelopment Property through a project which the HRA believes is in the vital and best interests of Hopkins and the health, safety, morals, and welfare of its residents, and in accord with the public purposes and provisions of the applicable state and local laws and requirements for which the Project and Tax Increment Financing District No. 1-6: 325 Blake were established; and WHEREAS, the Redeveloper would not undertake the redevelopment of the Project without the tax increment financing assistance described in this Agreement; and WHEREAS, the HRA believes that the redevelopment of the Project pursuant to the Redeveloper's proposal and the fulfillment generally of this Agreement, are in the vital and best interests of the City and the health, safety, morals, and welfare of its residents, and in accord with the public purposes and provisions of the applicable State and local laws and requirements under which the Project has been undertaken and is being assisted. NOW, THEREFORE, in consideration of the covenants and the mutual obligations of the parties hereto, each of them does hereby covenant and agree with the other as follows: ARTICLE I Definitions Section 1.1. Definitions. In this Agreement the following terms shall have the meanings given unless a different meaning clearly appears from the context: “Administrative Costs” means the administrative expenses incurred by HRA as defined in section 469.174, subd. 14 of the TIF Act. “Agreement” means this Agreement, as the same may be from time to time modified, amended, or supplemented. “Assessor” means the county assessor of Hennepin County. “Available Tax Increment” means, with respect to each Phase, up to 95 percent of the Tax Increment paid to the HRA by the County with respect to that Phase of the Redevelopment Property, with the Minimum Improvements on that Phase. Execution Copy 3 HP145-47-767778.v18 “Certificate of Completion” means the certificate, in substantially the form attached hereto as Exhibit D, which will be provided to the Redeveloper pursuant to Article IV of this Agreement. “City” means the City of Hopkins, Minnesota, a municipal corporation under the laws of Minnesota. “City Public Improvements” means the construction of the Spine Road between Blake Road N and Lake Street NE. “Construction Plans” means the final plans for construction of each Phase of the Minimum Improvements, which shall be submitted by the Redeveloper pursuant to section 4.2 of this Agreement. “County” means Hennepin County, Minnesota. “Declaration of Restrictive Covenants” means, as to Phases IA (Building A), IIA (Building B), and IC (Building D), the Declaration of Restrictive Covenant for each of those Phases between the HRA and the Redeveloper in substantially the form set forth in Exhibit F attached hereto. “Event of Default” or “default” means an action by the Redeveloper or HRA listed in Article VIX of this Agreement. “Holder” means the owner of a Mortgage. “Housing Unit” means the housing units constructed as part of the Minimum Improvements. “HRA Act” means the Housing and Redevelopment Authorities Act, which is codified at Minnesota Statutes, Sections 469.001 through 469.047, as amended. “Lender” means any lender who finances the construction or operation of a Phase of the Minimum Improvements. “Material Change” means a change in the Construction Plans that will have a material adverse effect on the generation of Tax Increment from the Minimum Improvements or that materially reduces the number of Housing Units, or a change in the exterior elements of the applicable Phase (as hereinafter defined) that materially adversely affects the original character and visual preference that was approved by the City and HRA. “Maturity Date” means, as to each Note, the date that Note has been paid in full or terminated, whichever is earlier. “Minimum Assessment Agreement” means, as to each Phase, the Minimum Assessment Agreement for that Phase between the HRA, the Redeveloper, and the County assessor in substantially the form attached hereto as Exhibit G. Execution Copy 4 HP145-47-767778.v18 “Minimum Improvements” means the City Public Improvements plus the following: The construction of multiple buildings containing approximately 804 multi-family units, with 692 units of apartments, and approximately 112 senior housing units in a building organized as a cooperative, with affordability levels within each building noted in the table below: Bldg C Market Rate Bldg D Mixed Income Bldg A LIHTC Bldg B Sr. Coop Total % Affordable of TOTAL Units No. of Units 389 187 116 112 804 N/A 30% AMI 0 0 3 0 3 1% 50% AMI 0 0 107 0 107 13% 60% AMI 0 38 6 12 56 7% 80% AMI 0 38 0 0 38 5% Total Affordable 0 76 116 12 204 26% % Affordable by Building 0% 40% 100% 11% 25% In addition, construction of approximately 33 for-sale town homes, 8,000 sq. ft. of ground floor retail, 1,000 sq. ft. sky lounge and two (2) 4,500 sq. ft. standalone restaurant pads. Details of each component of the Minimum Improvements, hereinafter individually designated as a separate Phase are noted below in the table. Phase Use Phase IA – Building A (Lot 2, Block 2 of Plat) 6 Story building with approximately 116 LIHTC apartments with 100% of the units affordable at or below 60% of AMI and approximately 77 underground and surface parking stalls. Also includes entry plaza available for public use. Phase IB – Building C (Lot 4, Block 1 of Plat) Single building with a 14-Story component consisting of approximately 214-units of market rate apartments with up to 15% of the units designated as hotel units, approximately 8,000 sq. ft. of ground floor retail and a 1,000 sq/ft sky lounge and a 5- story component consisting of approximately 175-units of market rate apartments and approximately 520 above-ground parking stalls. Also includes gateway plaza, cascade promenade and tower plaza available for public use. Phase IC – Building D (Lot 3, Block 1 of Plat) 5-Story building with approximately 187-units of mixed income apartments in which 20% of the units (38) are affordable at or below 60% AMI and 20% of the units (38) are affordable at or below 80% AMI plus approximately 277 above-ground parking stalls. Also includes woonerf available for public use. Phase ID (Lots 1 and 2, Block 1 of Plat) Two single-story 4,500 sq. ft. restaurant pads and greenway commons, 1,400 sq. ft. boathouse and rental center and pavilion, with the greenway commons and pavilion available for public Execution Copy 5 HP145-47-767778.v18 Phase Use use Phase IIA – Building B (Lot 1, Block 2 of Plat) 5-Story building with approximately a 112-unit senior cooperative, in which 12 units (approximately 11%) are affordable to persons at or below 60% AMI and approximately 184 underground parking stalls. Also includes gateway plaza available for public use. Phase IIB – Town Homes (Outlot C of Plat) Approximately 33 for-sale town home units Total Development Costs for all Phases of the Minimum Improvements are estimated to be approximately $330,000,000. The Minimum Improvements are generally described and depicted on Exhibit B attached hereto. “Minimum Market Value” means, for all Phases collectively, $222,000,000. The Minimum Market Value for each Phase is the amount that the Redeveloper and the HRA agree to in the Minimum Assessment Agreement for that Phase. “Mortgage” means any mortgage made by the Redeveloper that encumbers any Phase of the Redevelopment Property and that is a permitted encumbrance pursuant to the provisions of Article VII hereof. “Note” and “Notes” means the taxable Tax Increment Revenue Notes, in substantially the form set forth in Exhibit E, to be delivered by the HRA to the Redeveloper or its designee pursuant to Article III of this Agreement. “Phase” means each of the phases of the Minimum Improvements identified above in the definition of Minimum Improvements. “Plat” means that certain subdivision plat or map of the Redevelopment Property entitled “Mile 14 on Minnehaha Creak,” recorded on July 12, 2022 in the official records of Hennepin County as Document No. 5957625 (Torrens) and as Document No. 11126218 (Abstract). “Preliminary Plans” means, as to each Phase, the preliminary plans for construction of the Minimum Improvements on that Phase; the preliminary plans for all Phases have been submitted by the Redeveloper and approved by the HRA and are attached hereto as Exhibit C. “Public Redevelopment Costs” means, site preparation costs, including demolition, costs of soil correction, and infrastructure improvements on the Redevelopment Property, costs of constructing affordable housing, and any other costs eligible to be reimbursed with tax increment. “Qualifying Costs” means, as to each Phase, the cost of, site preparation, demolition, utility installation, landscaping, grading, earthwork, footings, foundations, retaining walls, storm water ponding, structured, underground and surface parking, and all other expenditures made by Execution Copy 6 HP145-47-767778.v18 the Redeveloper related to completion of the Minimum Improvements on that Phase, which the HRA intends to partially reimburse through the Note for that Phase. “Redeveloper” has the meaning set forth in the preamble of this Agreement. “Redevelopment Assistance” means the financial assistance to be offered by the HRA to the Redeveloper through issuance of the Notes. “Redevelopment Plan” means the Project and the Tax Increment Financing District No. 1-6: 325 Blake, which was approved by the HRA on December 21, 2021, and by the City on December 21, 2021. “Redevelopment Property” means those properties which are included in the plat of MILE 14 ON MINNEHAHA CREEK with the exception of Outlots A and B, which will be retained by the Minnehaha Watershed District. The Redevelopment Property is legally described in Exhibit A attached hereto. “HRA” has the meaning set forth in the preamble of this Agreement. “State” means the state of Minnesota. “Substantial Completion” means, as to each Phase, completion of the Minimum Improvements in that Phase to a degree allowing the issuance of a Certificate of Occupancy by the City’s building official. “Tax Increment” means, with respect to each Phase, the tax increment, as that term is defined in Minnesota Statutes, Section 469.174, subd. 25, that is paid to the HRA by the County with respect to that Phase of the Redevelopment Property, including the Minimum Improvements on that Phase. “Tax Increment Financing District” or TIF District” means Tax Increment Financing District No. 1-6: 325 Blake. “TIF Act” means the Tax Increment Financing Act, which is codified at Minnesota Statutes, sections 469.174 through 469.1799, as amended. “TIF Plan” means the tax increment plan for Tax Increment Financing District No. 1-6: 325 Blake, which was approved by the HRA on August 17, 2021, and by the City on August 17, 2021. “Termination Date” means, as to each Phase, the earlier of (i) the termination of Tax Increment Financing District No. 1-6: 325 Blake, which is estimated to be after 25 years after the date of receipt of the first increment, or (ii) the date the Note for that Phase has been paid through Available Tax Increment or terminated. “Total Development Costs” means the total development costs of the Minimum Improvements. A line-item estimate of the Total Development Costs is attached hereto as Exhibit I, which reflects the Redeveloper’s current projections for each line-item category of Execution Copy 7 HP145-47-767778.v18 costs comprising the Total Development Costs for each applicable Phase that will receive Tax Increment. “Transfer” has the meaning set forth in Section 8.2(a) hereof. “Unavoidable Delays” means delays which are the direct result of unanticipated adverse weather conditions; pandemics (including the global pandemic commonly known as the coronavirus or COVID-19); strikes or other labor troubles; shortages of materials or labor; fire or other casualty to the Minimum Improvements; litigation commenced by third parties which, by injunction or other similar judicial action, directly results in delays; or, except those of the HRA or the City reasonably contemplated by this Agreement, any acts or omissions of any federal, State or local governmental unit which directly result in delays in construction of the Minimum Improvements; approved changes to the Construction Plans that result in delays; delays caused by the discovery of any previously unknown adverse environmental condition on or within the Redevelopment Property to the extent reasonably necessary to comply with federal and state environmental laws, regulations, orders or agreements; unanticipated future local events occurring within such proximity of the Redevelopment Property, and not caused by nor within the control of the Redeveloper, having a significantly adverse impact upon the marketability and reasonable profitability of the Minimum Improvements; and any other cause or force majeure beyond the control of the Redeveloper which directly results in delays. Section 1.2. Exhibits. The following exhibits are attached to and by reference made a part of this Agreement: Exhibit A. Legal description of the Redevelopment Property Exhibit B. Depiction of the Redevelopment Property and Minimum Improvements Exhibit C. Preliminary Plans Exhibit D. Form of Certificate of Completion Exhibit E. Form of Notes and Terms of Notes Exhibit F. Declaration of Restrictive Covenants Exhibit G. Form of Minimum Assessment Agreement Exhibit H. Form of Investment Letter Exhibit I. Total Development Costs Exhibit J. Sample Lookback Calculation Section 1.3. Rules of Interpretation. (a) This Agreement shall be interpreted in accordance with and governed by the laws of Minnesota. (b) The words “herein” and “hereof” and words of similar import, without reference to any particular section or subdivision, refer to this Agreement as a whole rather than any particular section or subdivision hereof. (c) References herein to any particular section or subdivision hereof are to the section or subdivision of this Agreement as originally executed. Execution Copy 8 HP145-47-767778.v18 (d) Any titles of the several parts, articles and sections of this Agreement are inserted for convenience and reference only and shall be disregarded in construing or interpreting any of its provisions. Section 1.4. Incorporation of Recitals and Exhibits. The Recitals set forth in the preamble to this Agreement and the Exhibits attached to this Agreement are incorporated into this Agreement as if fully set forth herein. ARTICLE II Representations and Warranties Section 2.1. Representations by the City and the HRA. The City and the HRA make the following representations as the basis for the undertaking on their part herein contained: (a) The City is a Minnesota municipal corporation duly organized under the laws of the State of Minnesota. The City has the authority to enter into this Agreement and carry out its obligations hereunder. (b) The HRA is a housing and economic development authority duly organized and existing under the HRA Act. HRA has the authority to enter into this Agreement and carry out its obligations hereunder. (c) The individual(s) executing this Agreement and related agreements and documents on behalf of the City or the HRA have the authority to do so and to bind the City or the HRA by their actions. (d) The Redevelopment Project No. 1 for the HRA is a development district within the meaning of the Minnesota Statutes, section 469.125, subd. 9. (e) TIF District No. 1-6: 325 Blake is a redevelopment tax increment financing district within the meaning of the TIF Act and was created, adopted and approved in accordance with the TIF Act. The City and the HRA have taken all required actions to create the TIF District as a redevelopment district within Minnesota Statute 469.174, Subdivision 10 and have adopted and approved the TIF Plan pursuant to the TIF District and TIF Act. (f) There are no previous agreements to which the City or the HRA is a party pertaining to the Redevelopment Property which would preclude the parties from entering into this Agreement or which would impede the fulfillment of the terms and conditions of this Agreement. (g) The activities of the City and the HRA pursuant to this Agreement are undertaken pursuant to the Redevelopment Plan and are for the purpose of redevelopment of the Redevelopment Property. Execution Copy 9 HP145-47-767778.v18 (h) The City and the HRA will act in a timely manner to consider all approvals required under this Agreement and will cooperate with the Redeveloper in seeking consideration by the City of approvals which must be granted by the City. Section 2.2. Representations and Warranties by the Redeveloper. The Redeveloper makes the following representations and warranties as the basis for the undertaking on its part herein contained: (a) The Redeveloper is a limited liability company validly existing under the laws of the State of Delaware and authorized to do business in the State of Minnesota. The Redeveloper has the authority to enter into this Agreement and carry out its obligations hereunder. (b) The Redeveloper will attempt to acquire the Redevelopment Property in fee title. (c) The persons executing this Agreement and related agreements and documents on behalf of the Redeveloper have the authority to do so and to bind the Redeveloper by their actions. (d) Upon acquisition of the Redevelopment Property, the Redeveloper will demolish the existing improvements, if any, and construct the Minimum Improvements in substantial accordance with the terms of this Agreement, the Redevelopment Plan, the TIF Plan, the Construction Plans and all local, State and federal laws and regulations, including, but not limited to, environmental, zoning, building code and public health laws and regulations. (e) The Redeveloper will apply for and use all reasonable efforts to obtain, in a timely manner, all required permits, licenses and approvals from the HRA and the City, and will meet, in a timely manner, the requirements of all applicable local, State, and federal laws and regulations which must be obtained or met before the Minimum Improvements may be lawfully constructed or used for their intended purpose. The Redeveloper did not obtain a building permit for any portion of the Minimum Improvements before December 21, 2021, the date of approval of the TIF Plan for the TIF District. (f) The Redeveloper has analyzed the economics of acquisition of the Redevelopment Property, the cost of site improvements, including installation of any necessary utilities and demolition of the improvements currently thereon and construction of the Minimum Improvements and concluded that, absent the Redevelopment Assistance to be offered under this Agreement, it would not undertake this project. (g) Neither the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement is prevented, limited by or conflicts with or results in a breach of, the terms, conditions or provisions of any corporation or company organizational documents or any evidence of indebtedness, agreement or instrument of whatever nature to which the Redeveloper is now a party or by which it is bound, or constitutes a default under any of the foregoing. Execution Copy 10 HP145-47-767778.v18 ARTICLE III Acquisition of Redevelopment Property; Redevelopment Assistance Section 3.1. Acquisition of Redevelopment Property. The Redeveloper is in the process of acquiring the Redevelopment Property in fee. The HRA makes no representations to the Redeveloper regarding the suitability of the Redevelopment Property or the Minimum Improvements for the use and purpose intended by the Redeveloper. Section 3.2. Issuance of Pay-As-You-Go Notes. (a) In consideration of the Redeveloper constructing the Minimum Improvements and to finance the reimbursement of the Qualifying Costs, subject to all terms and conditions of this Agreement, the HRA will issue and the Redeveloper will purchase the Notes in the maximum principal amount up to $31,700,000, collectively for all Phases, in public assistance for Qualifying Costs, in substantially the form set forth in Exhibit E. The HRA and the Redeveloper agree that the consideration from the Redeveloper for the purchase of the Note for each Phase will consist of the Redeveloper’s payment of the Qualifying Costs for that Phase that are eligible for reimbursement with Tax Increment and that are incurred by the Redeveloper in at least the maximum principal amount of the Note for that Phase. Currently it is anticipated that approximately $3,750,000 will be from TIF Spending Plan funds from TIF District 2-11 in the form of a loan and provided up front to pay for Qualifying Costs as part of the Phase IA development. In addition, the HRA will reimburse the Redeveloper with Tax Increment generated from the Minimum Improvements for the remaining amount up to a maximum principal amount of $27,950,000. The HRA’s financial consultant will complete an analysis with respect to each Phase when construction is ready to commence on that Phase to determine the amount and term of the assistance to be provided to that Phase; provided, however, with respect to Phase IA, the HRA’s financial consultant has determined the amount of assistance for Phase IA to be $1,530,000. Payments from TIF District 1-6: 325 Blake will be made through the Notes issued on a pay-as-you-go basis, with one Note for each Phase, assuming up to 95% of increment at the rate of the lesser of the rate of 4% per annum or the Redeveloper’s actual mortgage financing rate. The Note for each Phase will be issued upon the City’s issuance of a final Certificate of Occupancy for that Phase and proof of expenditure related to the Qualifying Costs for that Phase. The HRA will deliver the Note for each Phase upon satisfaction by the Redeveloper of all the conditions precedent with respect to that Phase specified in section 3.3 of this Agreement. The HRA agrees that the Note for each Phase may be issued to Redeveloper’s designee of such Phase, subject to Section 3.3 of this Agreement and if the designee has assumed the obligations such Phase and entered into a partial assignment and assumption agreement with the City, the HRA, and the Redeveloper. Each Note will stand alone, and that there will be no cross-default provision in the Notes that allows the HRA to terminate or suspend payment under one Note with respect to a default under this Agreement with respect to another Phase (a Phase other than the one which the Note was issued). (b) The Redeveloper understands and acknowledges that the HRA makes no representations or warranties regarding the amount of Available Tax Increment, or that revenues pledged to the Notes will be sufficient to pay the principal of and interest on the Notes. Any estimates of Tax Increment prepared by the HRA or its financial advisors in connection with the TIF District or this Agreement are for the sole benefit of the HRA and are not intended as representations on which the Redeveloper may rely. Execution Copy 11 HP145-47-767778.v18 (c) At the HRA’s discretion, the parcels containing Phase ID, Phase IIA – Building B and Phase IIB – Town Homes may be decertified from the TIF district as development commences since no assistance is required for those Phases. Section 3.3. Conditions Precedent to Issuance of Notes. Notwithstanding anything in this Agreement to the contrary, the HRA shall not be obligated to issue the Note with respect to a Phase until all of the following conditions precedent have been satisfied with respect to that Phase: (a) The Redeveloper or its respective affiliate, subject to Article VIII hereof, has acquired the Redevelopment Property in fee; (b) The Redeveloper has submitted and the HRA has approved the Construction Plans; (i) The Redeveloper has constructed the Minimum Improvements on that Phase and the HRA has issued the Certificate of Completion for that Phase; (c) The Redeveloper has completed the City Public Improvements and such Improvements have been accepted by the City. (d) The Redeveloper has submitted evidence it has paid for the Qualifying Costs, including paid receipts and lien waivers, for that Phase; (e) The Redeveloper has reimbursed the HRA for all of its administrative costs incurred in conjunction with the processing of Redeveloper’s request with respect to that Phase; (f) The Redeveloper has submitted the Investment Letter for the applicable Phase and Note; and (g) There has been no Event of Default on the part of the Redeveloper which has not been cured. Section 3.4. Potential Reduction of Assistance. The HRA will complete a lookback for each applicable Phase that receives TIF assistance. (a) Generally. The financial assistance to the Redeveloper under this Agreement is based on certain assumptions regarding likely performance of Phase IB - Building C and Phase IC - Building D including operating revenues, expenses and development costs of constructing these Phases. The HRA and the Redeveloper agree that the actual financial performance of Phase IB - Building C and Phase IC - Building D will be reviewed at the times described in this Section, and that the amount of tax increment assistance provided under Section 3.2 will be adjusted accordingly. The HRA and the Redeveloper further agree that, upon execution of this Agreement, the Redeveloper shall provide the HRA and its municipal advisor (the “Consultant”) with the Pro Forma Financial Statements showing a target Cash on Cost Return of 7%. Execution Copy 12 HP145-47-767778.v18 (b) Definitions. For the purposes of this Section, the following terms have the following meanings: “Calculation Date” means the earliest of (A) 90 days after the earlier of (i) the date of Stabilization of the either Phase; (ii) two years after the date of completion of either Phase, as evidenced by the City’s issuance of a Certificate of Completion pursuant to Section 3.3: or (B) at least 30 days prior to sale of either Phase “Cash on Cost Return” means NOI divided by the applicable Phase’s actual Total Development Costs, calculated as set forth in the sample lookback calculation attached as Exhibit J. “NOI” means total annual income and other project-derived annual revenue, including payments under the TIF Note, less Operating Expenses, which exclude debt service payments. For purposes of the Cash on Cost Return calculation on the Calculation Date, (i) revenue shall be based upon 95% occupancy regardless of whether the average occupancy for the measured period is higher or lower than 95%, (ii) revenue for periods after the Calculation Date shall be inflated by 2.5% annually, and (iii) Operating Expenses for periods after the Calculation Date, shall be inflated by 2.5% annually. “Operating Expenses” means reasonable and customary expenses incurred in operating the applicable Phase, consistent with the Pro Forma Financial Statement, including deposits to commercially reasonable capital replacement reserves and payment of real estate taxes, excluding debt service payments. “Pro Forma Financial Statement” the applicable Phase’s cash flow pro forma model financial statement projecting future returns, a summary of which is attached to this Agreement as Exhibit J. “Stabilization” means the calendar month-end date on which the applicable Phase has first achieved an average occupancy of 90% during the preceding 12 calendar months, or such earlier date as may be requested by the Redeveloper but, for purposes of the Cash on Cost Return calculation, assuming 95% occupancy notwithstanding actual occupancy rate as of such date. “Total Project Cost” means the total expenditures incurred to complete development of the applicable Phase inclusive of land acquisition, hard construction costs, soft costs and financing costs as approved by Redeveloper’s senior construction debt lender. (c) On the Calculation Dates, the Redeveloper of the applicable Phase shall deliver to the HRA and Consultant, at a minimum, (i) the Redeveloper’s actual financial statement, in the same form as the Pro Forma Financial Statement submitted to the HRA pursuant to clause (1) above and showing NOI, and such other financial information as the Consultant shall reasonably require, for trailing 12-month period preceding the Calculation Date calculated as of the Calculation Date as provided herein and as set forth in the Pro Forma Financial Statement and (ii) evidence, satisfactory to the HRA, of its Total Project Cost. Execution Copy 13 HP145-47-767778.v18 (d) The average annual Cash on Cost Return shall be calculated by the Consultant based on the applicable Phase financial statement submitted to the HRA pursuant to clause (3) above, with actual incurred Total Project Cost and all elements of NOI determined in accordance with generally accepted accounting principles. (e) If the average annual Cash on Cost Return does not exceed 7% over the term of the TIF Note, the TIF Note will remain set at the principal amount established in Section 3.2. (f) If on the Calculation Date, the average annual Cash on Cost Return exceeds 7%, then the principal balance of the TIF Note will be reduced by an amount that results in a stabilized average annual Cash on Cost Return equal to 7% over the term of the TIF Note (the “Participation Amount”). The calculation for the reduction shall be completed as noted in the TIF Lookback Calculation Example in Exhibit J and shall be based upon the present value of the reduced number of years of TIF per the original TIF Run utilized to size the original note for the applicable Phase. Such reduction will be effective upon delivery to the Redeveloper of a written notice stating the Participation Amount as determined by the Consultant in accordance with this Section, accompanied by the Consultant’s report and the Redeveloper shall deliver the TIF Note in exchange for a new TIF Note in the principal amount reduced by the Participation Amount. Section 3.5. Redeveloper Responsible for Payment of Administrative Costs. The City and HRA acknowledge the Redeveloper made an escrow deposit in the amount of $25,000 to pay the Administrative Costs of the City and the HRA. The City and the HRA will use such funds to pay “Administrative Costs,” which term means out-of-pocket costs incurred by the City and the HRA, together with staff and consultant costs of the City and the HRA, all attributable to or incurred in connection with the negotiation and preparation of this Agreement, the TIF Plan, and other documents and agreements in connection with the establishment of the TIF District and redevelopment of the Redevelopment Property, and not previously paid by the Redeveloper. The Redeveloper shall pay all other normal and customary City fees and expenses for the approval and construction of the Minimum Improvements. At the Redeveloper’s request, but no more often than monthly, the HRA will provide the Redeveloper with a written report including invoices, time sheets or other comparable evidence of expenditures for Administrative Costs and the outstanding balance of funds deposited. At any time the deposit drops below $1,000, the Redeveloper shall replenish the deposit in the amount of $10,000 within thirty (30) days after receipt of written notice thereof from the HRA. If at any time the HRA or the City determines that the deposit is insufficient to pay Administrative Costs, the Redeveloper is obligated to pay such shortfall within fifteen (15) days after receipt of a written notice from the HRA containing evidence of the unpaid costs. If Administrative Costs incurred, and reasonably anticipated to be incurred are less than the deposit by the Redeveloper, the HRA shall return to the Redeveloper any funds not anticipated to be needed. Section 3.6. Records. The HRA and its representatives will have the right at all reasonable times after reasonable notice to inspect, examine and copy invoices paid by Redeveloper and/or its general contractor relating to the Minimum Improvements and the Qualifying Costs for which the Redeveloper will be reimbursed under the Notes. Section 3.7. Purpose of Assistance; No Business Subsidy. The parties agree and understand that the assistance being provided by the HRA under this Agreement does not Execution Copy 14 HP145-47-767778.v18 constitute a "business subsidy" within the meaning of the Business Subsidy Act, Minnesota Statutes, Sections l16J.993 to l16J.995, because the assistance is being provided for development and housing purposes and the Redeveloper's investment in the Redevelopment Property and site preparation will exceed 70% of the County Assessor’s current year's estimated market value for the Redevelopment Property “Business subsidy” within the meaning of Minnesota Statutes, Sections 116J.993 to 116J.995. ARTICLE IV Construction of Minimum Improvements Section 4.1. Construction of Minimum Improvements. If the Redeveloper or its affiliate acquires the Redevelopment Property in accordance with the terms of this Agreement, the Redeveloper or such affiliate agrees that it will construct the Minimum Improvements on the Redevelopment Property in accordance with the Construction Plans. The Redeveloper acknowledges that, in addition to the requirements of this Agreement, construction of the Minimum Improvements will necessitate compliance with other reviews and approvals by the City and possibly other governmental agencies and, to the extent such approvals have not already been obtained, agrees to submit all applications for and pursue to their conclusion all other approvals needed prior to constructing the Minimum Improvements. Section 4.2. Preliminary and Construction Plans. (a) The Redeveloper has submitted and the City and the HRA have approved the Preliminary Plans listed in Exhibit C attached hereto. Prior to beginning construction on the Minimum Improvements, the Redeveloper shall submit dated Construction Plans to the City and the HRA. The Construction Plans shall provide for the construction of the Minimum Improvements and shall be in substantial conformity with the Preliminary Plans and this Agreement. HRA will approve the Construction Plans for each Phase if they (1) are consistent with the Preliminary Plans; (2) conform to all applicable federal, State and local laws, ordinances, rules and regulations; (3) are adequate to provide for the construction of the Minimum Improvements; (4) conform to the State building code; and (5) if there has occurred no uncured Event of Default on the part of the Redeveloper. The HRA agrees to approve or reject each set of proposed Construction Plans for each Phase within 30 days after it receives them. The HRA agrees to detail its reasons for disapproving any Construction Plans and to explain which of the four criteria in the preceding sentence that it is relying on. If the HRA does not approve or disapprove any proposed Construction Plans within 30 days after receiving them, the HRA will be deemed to have approved them. The HRA will also be deemed to have approved the Construction Plans if the City issues a building permit for the Minimum Improvements. Except as otherwise set forth herein, no approval by HRA shall relieve the Redeveloper of the obligation to comply with the terms of this Agreement, the terms of all applicable federal, State and local laws, ordinances, rules and regulations in the construction of the Minimum Improvements. Except as otherwise set forth herein, no approval by HRA shall constitute a waiver of an Event of Default. (b) If the Redeveloper desires to make any Material Change to any Construction Plans, the Redeveloper shall submit the proposed change to the HRA for its prior written approval. If the proposed change is consistent with the Preliminary Plans or is otherwise acceptable to the HRA and meets all other requirements of section 4.2(a) above, the HRA shall Execution Copy 15 HP145-47-767778.v18 approve the proposed change. Such change in the Construction Plans shall be deemed approved by the HRA unless rejected, in whole or in part, by written notice by the HRA to the Redeveloper within twenty (20) business days after the Redeveloper submits the proposed change for approval. The HRA agrees to set forth in detail its reasons for any rejection. Section 4.3. Commencement and Completion of Construction. Subject to Unavoidable Delays, the Redeveloper shall commence construction of each Phase of the Minimum Improvements by the Commencement Date, and substantially complete construction of each Phase by the Completion Date as set forth below. For the purpose hereof, “Commence” shall mean beginning of physical improvement to the Property for the respective Phase, including excavation, or footings and in the case of Phase I, mass grading other physical site preparation work. “Complete” shall mean that the Minimum Improvements are sufficiently complete for the issuance of a final Certificate of Occupancy. Phase Commencement Date Completion Date Phase IA – Building A December 31, 2022 June 30, 2025 Phase IB – Building C December 31, 2022 June 30, 2025 Phase IC – Building D December 31, 2023 June 30, 2025 Phase ID – Rest/Common December 31, 2024 June 30, 2026 Phase IIA – Building B December 31, 2023 June 30, 2027 Phase IIB – Town Homes December 31, 2022 June 30, 2026 The Redeveloper and the HRA agree that the dates for each Phase of the construction schedule may be revised based upon timing of actual construction schedules, financing, market conditions, etc. Revisions to the dates of each Phase of the construction schedule shall not require approval or further action by the HRA and may be approved administratively by staff and legal counsel, so long as such revisions are no more than 18 months from each Phase of the construction schedule as noted above. Any revision to the dates beyond 18 months for each Phase in the construction schedule shall require renegotiation between the parties. All work with respect to the Minimum Improvements to be constructed or provided by the Redeveloper on the Redevelopment Property shall be in conformity with the Construction Plans. The Redeveloper shall make such reports to the HRA regarding construction of the Minimum Improvements as the HRA deems necessary or helpful in order to monitor progress on construction of the Minimum Improvements. Section 4.4. Certificates of Completion. (a) After Substantial Completion of the Minimum Improvements in each Phase in accordance with the Construction Plans for that Phase and all terms of this Agreement and at the written request of the Redeveloper, the HRA will, within 20 days thereafter, furnish the Redeveloper with a Certificate of Completion for that Phase in the form of Exhibit D attached hereto. The HRA agrees that the Minimum Improvements in each Phase will be completed and the Redeveloper will be entitled to receive and record a Certificate of Completion for that Phase when the City has issued a final Certificate of Occupancy for the Minimum Improvements in that Phase and all site improvements in the Phase have been substantially completed in accordance with the approved Construction Plans for that Phase. Such certification by HRA shall be a conclusive determination of satisfaction and Execution Copy 16 HP145-47-767778.v18 termination of the agreements and covenants in this Agreement with respect to the obligations of the Redeveloper to construct the Minimum Improvements in the relevant Phase and the dates for the beginning and completion thereof. Following issuance of the Certificate of Completion for a Phase pursuant to this section, the sole outstanding obligation of either Party is for the HRA to issue the Notes and to make payments thereunder, subject to the terms of this Agreement and the Notes. (b) Each Certificate of Completion shall be in such form as will enable it to be recorded in the proper County office for the recordation of deeds and other instruments pertaining to the Redevelopment Property. If the HRA shall refuse to provide such certification in accordance with the provisions of this section 4.4, the HRA shall promptly notify Redeveloper of the same within 20 days following receipt of request therefor from Redeveloper and shall provide the Redeveloper with a written statement, indicating in adequate detail in what respects the Redeveloper has failed to complete the relevant portion of the Minimum Improvements in accordance with the provisions of the Agreement, or is otherwise in default of a material term of this Agreement, and what measures or acts will be necessary, in the opinion of HRA, for the Redeveloper to take or perform in order to obtain such certification. If the HRA fails to issue such a written statement within such 20-day period, the HRA shall be deemed to have waived its right to do so and shall immediately thereafter issue the Certificate of Completion to the Redeveloper. The Redeveloper shall have 60 days following receipt of the HRA’s written response to cure or agree to terms with HRA regarding issues to be resolved prior to the Redeveloper obtaining a Certification of Completion from HRA. Section 4.5. Housing Affordability Covenants. The Redeveloper agrees that at all times from initial occupancy of each of Phase IA – Building A, Phase IIA – Building B, and Phase IC – Building D through the date that is 30 years from issuance of a final Certificate of Occupancy for that Phase, the units within the applicable Phase of the Minimum Improvements shall be reserved for occupancy by individuals and satisfy the income requirements noted in Sections 4.5(a) and (b) below. The Redeveloper and the HRA shall execute a Declaration of Restrictive Covenants for each of Phases IA - Building A, IIA - Building B, and IC - Building D in substantially the form set forth in Exhibit F and record such agreement against each of those Phases. The covenants applicable to each of those Phases shall be as follows: (a) Affordability Covenants Phase IIA – Building B: Redeveloper covenants to make at least 10% of the Phase IIA – Building B units constructed to be “affordable” and agrees that they are subject to the following affordability covenants: (i) Twelve (12) cooperative Housing Units (the “Affordable Housing Units”) must be initially sold (as a membership interest in the cooperative) to owner-occupants with household income not to exceed 60 percent of the Minneapolis-St. Paul metropolitan statistical area (the “Metro Area”) median income for the calendar year in which the Redeveloper receives a Certificate of Occupancy (for 2021 this income is $62,940). The Affordable Housing Units will be equally distributed throughout the building and floors. Each owner-occupant of the Affordable Housing Units will be required to pay their pro rata share of ongoing operating expenses of the cooperative. Future transfers of the Affordable Housing Units (or the membership interests in the cooperative representing the Affordable Housing Execution Copy 17 HP145-47-767778.v18 Units) will be restricted to maintain the ability of future buyers to purchase the Affordable Housing Units at affordable prices for thirty (30) years following the first purchase of each of the Affordable Housing Units pursuant to the Affordable Housing Agreement described below. (ii) Upon or before closing on the initial sale of each Affordable Housing Unit to any person, the Redeveloper shall deliver or cause to be delivered written evidence satisfactory to the HRA of compliance with the covenants. Such evidence shall include, at a minimum, a fully executed purchase agreement and certificate of real estate value, certification by the buyer that he or she intends to occupy the Affordable Housing Unit, and evidence of the buyer’s household income determined in accordance with Metropolitan Council’s affordability limits for ownership; provided that income shall be determined as of the date of application for acquisition financing. (iii) The HRA and its representatives shall have the right at all reasonable times while the covenants are in effect, after reasonable notice, to inspect, examine and copy all books and records of the Redeveloper and its successors and assigns relating to the covenants. (iv) The Redeveloper shall execute with the HRA an agreement in recordable form and satisfactory to the HRA, that substantially reflects the covenants (the “Affordable Housing Agreement”) before the Redeveloper obtains its financing. The Affordable Housing Agreement shall include reasonable reporting and monitoring requirements as necessary to ensure compliance with the covenants therein, and shall be recorded by the Redeveloper, at its cost, against the appropriate portion of the Redevelopment Property on which the subject Affordable Housing Units are to be constructed. Failure to enter into, record or comply with the Affordable Housing Agreement in accordance with this Section shall be an Event of Default. If the Redeveloper fails to comply with this Article or with the covenants of the Affordable Housing Agreement, the Redeveloper will reimburse the HRA for any reasonable attorney fees incurred by the HRA in an effort to gain the Redeveloper’s compliance with this Article or with the covenants of the Affordable Housing Agreement. b. Affordability Covenants Phase IA – Building A and IC – Building D: Redeveloper agrees that the Minimum Improvements are subject to the following affordability covenants: (i) The Redeveloper expects that each of Phase IA – Building A and Phase IC – Building D will include the mix of rental housing units as noted in the table above in the definition of “Minimum Improvements”. These units constitute approximately 27% of the overall rental units. In addition, the Redeveloper will apply to the applicable agencies for project-based housing choice vouchers for Phase IA – Building A. The Redeveloper will be required to enter into a Declaration of Restrictive Covenants for each Phase that will cause the affordable restrictions to remain in effect for a thirty (30) year period. On the date of receipt of a final Certificate of Occupancy for each of those Phases, the Redeveloper will deliver an executed Declaration that Phase to the HRA in recordable form. Execution Copy 18 HP145-47-767778.v18 (ii) The Redeveloper agrees to distribute the affordable rental Housing Units among the different rental Housing Unit types throughout the building and floors and various unit types. (iii) During the term of the Declaration, the Redeveloper shall not adopt any policies specifically prohibiting or excluding rental to tenants holding certificates/vouchers under Section 8 of the United States Housing Act of 1937, as amended, codified as 42 U.S.C. Sections 1401 et seq., or its successor because of such prospective tenant’s status as such a certificate/voucher holder. (iv) The Redeveloper will promptly notify the HRA if at any time during the term of the Declaration the number of rental Housing Units in Phase IA, Building A or Phase IC, Building D occupied by Qualifying Tenants (as defined in the Declaration) or held vacant and available for occupancy by Qualifying Tenants pursuant to the Declaration is fewer than the number required by the terms of the Declaration. (v) The HRA and its representatives will have the right at all reasonable times during normal business hours while the covenants in this Section are in effect, after reasonable notice to inspect, to examine and copy all books and records of the Redeveloper and its successors and assigns relating to the covenants described in this Section and in the Declaration for each of the two relevant Phases. (vi) The Redeveloper must submit evidence of tenant incomes, showing that Phase IA – Building A and Phase IC – Building D meet the income requirements set forth in the Declarations for those Phases by April 1st of each year. The HRA will review the submitted evidence related to the income restrictions and to the extent the threshold for one of those Phases is not met, the HRA will withhold the TIF payment for that time period with respect to that Phase. c. Affordability Applications. The HRA and the City agree to pledge support for any affordability application made by the Redeveloper; however, such pledge of support shall not include any monetary commitment. Section 4.6. Affordable Housing Reporting: At least annually, no later than April 1 of each year commencing on the April 1 first following the issuance of the Certificate of Completion for Phase IA – Building A or Phase IC – Building D, the Redeveloper shall provide a report to the HRA evidencing that the Redeveloper complied with the income affordability covenants set forth in Section 4.5 hereof during the previous calendar year with respect to each Phase that the Redeveloper has Substantially Completed. The income affordability reporting shall be on the form entitled “Tenant Income Certification” from the Minnesota Housing Finance Agency (MHFA HTC Form 14), or if unavailable, any similar form. The HRA may require the Redeveloper to provide additional information reasonably necessary to assess the accuracy of such certification. Unless earlier excused by the HRA, the Redeveloper shall send affordable housing reports to the HRA until the TIF District is decertified. If the Redeveloper fails to Execution Copy 19 HP145-47-767778.v18 provide the annual reporting required under this Section for any Phase, the HRA may withhold payments of Available Tax Increment under the Note for that Phase. Section 4.7. City Public Improvements: The Redeveloper shall construct the City Public Improvements by June 30, 2025, in accordance with plans and specifications approved by the City. The City may inspect the City Public Improvements as the improvements are being constructed and the Redeveloper will dedicate the City Public Improvements to the City upon completion. Acceptance of all City Public Improvements shall be by City staff, in their sole discretion, and consistent with the PUD Agreement as hereinafter defined. Section 4.8. Homeowners’ Associations and Restrictive Covenants: The HRA acknowledges that the Redeveloper may utilize deed restrictions, covenants, agreements, architectural controls, homeowners’ associations (HOAs) and other means to control the use and to ensure the maintenance of the land within the Minimum Improvements. No such instruments shall adversely affect the rights of the City or HRA under this Agreement, without their consent, which consent shall not be unreasonably withheld. The Redeveloper shall submit any such instruments to the City and HRA for their review and comment. For Phase IIB (for sale town homes) the HOA documents should have a stipulation on the number of rental units allowed. The stipulation is at the discretion of the HOA and applicable laws governing HOA’s and shall be submitted to the HRA for their review and comment. Section 4.9. Maintenance: The Redeveloper and the HRA agree that the Redeveloper or HOA shall be responsible for all maintenance (including snow and ice removal) and repair costs associated with the private improvements on that Phase including: • Driveways, service drives, and surface parking stalls. • Parking structure • Sidewalks • Streetlights • Landscaping • Streetscape improvements • Storm water ponding • Bicycle Parking • Plazas • Pavilion • Cascade promenade • Greenway commons Redeveloper and the HOAs shall not be responsible for the maintenance and repair of the Spine Road. Section 4.10. Reciprocal Easement and Operating Agreement: The Redeveloper and City will enter into a mutually acceptable reciprocal easement and operating agreement (the “REOA”) or other easement agreements to include, without limitation, the following key terms: Execution Copy 20 HP145-47-767778.v18 (a) Redeveloper and/or City responsibility for maintenance and operation of the private applicable Phase of the Minimum Improvements, road network, and other City Public Improvements, with such costs being allocated to and among Redeveloper, the City and/or any other owners of each Phase of the Minimum Improvements; (b) perpetual public access easements and perpetual drainage and utility easements, in each case, over the applicable City Public Improvements and at no cost to the City; (c) perpetual license or public access easements for greenway commons, pavilion plazas, and cascade promenade or other private areas that provide public benefit that the City and Redeveloper deem appropriate; and (d) provisions providing for enforcement of all terms and conditions of the REOA. ARTICLE V Insurance Section 5.1. Insurance. (a) The Redeveloper will provide and maintain or cause to be provided and maintained at all times during the process of constructing the Minimum Improvements an All Risk Broad Form Basis Insurance Policy and, from time to time during that period, at the request of the HRA, furnish the HRA with proof of payment of premiums on policies covering the following: (i) Builder’s risk insurance, written on the so-called “Builder’s Risk – Completed Value Basis,” in an amount equal to one hundred percent (100%) of the insurable value of the Minimum Improvements at the date of completion, and with coverage available in nonreporting form on the so-called “all risk” form of policy. The interest of the HRA must be protected in accordance with a clause in form and content satisfactory to the HRA; (ii) Commercial general liability insurance (including operations, contingent liability, operations of subcontractors, completed operations and contractual liability insurance) together with a Protective Liability Policy with limits against bodily injury and property damage of not less than $2,000,000 for each occurrence (to accomplish the above-required limits, an umbrella excess liability policy may be used). The HRA must be listed as an additional insured on the policy; and (iii) Workers’ compensation insurance, with statutory coverage. (b) As to each Phase, upon completion of construction of the Minimum Improvements in that Phase and prior to the Maturity Date of the Note for that Phase, the Redeveloper must maintain, or cause to be maintained, at its cost and expense, and from time to time at the request of the HRA will furnish proof of the payment of premiums on, insurance as follows: Execution Copy 21 HP145-47-767778.v18 (i) Insurance against loss and/or damage to the Minimum Improvements on that Phase under a policy or policies covering the risks as are ordinarily insured against by similar businesses. (ii) Commercial general public liability insurance, including personal injury liability (with employee exclusion deleted), against liability for injuries to persons and/or property, in the minimum amount for each occurrence and for each year of $2,000,000, and must be endorsed to show the HRA as an additional insured. (iii) Other insurance, including workers’ compensation insurance respecting all employees, if any, of the Redeveloper, in an amount as is customarily carried by like organizations engaged in like activities of comparable size and liability exposure; provided that the Redeveloper may be self-insured with respect to all or any part of its liability for workers’ compensation. (c) All insurance required in this Article V must be taken out and maintained in responsible insurance companies selected by the Redeveloper which are authorized under the laws of the State to assume the risks covered thereby. Upon request, the Redeveloper will deposit annually with the HRA policies evidencing all the insurance, or a certificate or certificates or binders of the respective insurers stating that the insurance is in force and effect. Unless otherwise provided in this Article V each policy must contain a provision that the insurer will not cancel nor modify it in such a way as to reduce the coverage provided below the amounts required herein without giving written notice to the Redeveloper and the HRA at least sixty (60) days before the cancellation or modification becomes effective. In lieu of separate policies, the Redeveloper may maintain a single policy, blanket or umbrella policies, or a combination thereof, having the coverage required herein, in which event the Redeveloper will deposit with the HRA a certificate or certificates of the respective insurers as to the amount of coverage in force upon the Minimum Improvements. (d) The Redeveloper agrees to notify the HRA immediately in the case of damage exceeding $500,000 in amount to, or destruction of, the Minimum Improvements or any portion thereof resulting from fire or other casualty. In the event this type of damage or destruction occurs, the Redeveloper will forthwith repair, reconstruct and restore the Minimum Improvements to substantially the same or an improved condition or value as it existed prior to the event causing the damage and, to the extent necessary to accomplish the repair, reconstruction and restoration, the Redeveloper will apply the Net Proceeds of any insurance relating to the damage received by the Redeveloper to the payment or reimbursement of the costs thereof. The Redeveloper will complete the repair, reconstruction and restoration of the Minimum Improvements, whether or not the Net Proceeds of insurance received by the Redeveloper is sufficient to pay for the same. Any Net Proceeds remaining after completion of the repairs, construction and restoration will be the property of the Redeveloper. Execution Copy 22 HP145-47-767778.v18 (e) Notwithstanding anything to the contrary contained in this Agreement, in the event of damage to the Minimum Improvements in excess of $100,000 and the Redeveloper fails, subject to Unavoidable Delays, to complete any repair, reconstruction or restoration of the Minimum Improvements within eighteen (18) months from the date of damage or such later time as reasonably determined by the HRA if the Redeveloper commences restoration within such eighteen (18) month period and diligently prosecutes the same to completion, the HRA may, at its option, terminate the Note or Notes for the damaged Phase or Phases as provided in Section 9.3(b) hereof. If the HRA terminates the Note for a Phase, the termination will constitute the HRA’s sole remedy under this Agreement as a result of the Redeveloper’s failure to repair, reconstruct or restore the Minimum Improvements in that Phase. Thereafter, the HRA will have no further obligations to make any payments under the Note for that Phase. (f) The Redeveloper and the HRA agree that all of the insurance provisions set forth in this Article V will terminate upon the termination of this Agreement. Section 5.2. Subordination. The HRA and the City hereby subordinate all rights of their rights to receive or apply any insurance proceeds to the rights of any Holder of a Mortgage allowed under Article VII of this Agreement. ARTICLE VI Taxes; Use of Tax Increment Section 6.1. Right to Collect Delinquent Taxes. The Redeveloper acknowledges that the HRA is providing substantial aid and assistance in furtherance of the redevelopment through issuance of the Notes. The Redeveloper understands that the Tax Increments pledged to payment of the Notes are derived from real estate taxes on the Redevelopment Property, which taxes must be promptly and timely paid. To that end, the Redeveloper agrees for itself, its successors and assigns, in addition to the obligation pursuant to statute to pay real estate taxes, that it is also obligated by reason of this Agreement to pay before delinquency all real estate taxes assessed against the Redevelopment Property and the Minimum Improvements. The Redeveloper acknowledges that this obligation creates a contractual right on behalf of the HRA to sue the Redeveloper or its successors and assigns to collect delinquent real estate taxes and any penalty or interest thereon and to pay over the same as a tax payment to the county auditor. In any such suit, the HRA shall also be entitled to recover its costs, expenses and reasonable attorney fees. Section 6.2. Use of Tax Increment. Except as provided for in this Agreement, the HRA shall be free to use any Tax Increment it receives from the County with respect to TIF District No. 1-6: 325 at Blake for any purpose for which such increment may lawfully be used under the TIF Act and the HRA shall have no obligations to the Redeveloper with respect to the use of such Tax Increment. Section 6.3. Reduction of Taxes. The Redeveloper agrees that after the date of certification of the Tax Increment District and prior to completion of the Minimum Improvements on each Phase, it will not cause a reduction in the real property taxes paid in respect of that Phase through: (A) willful destruction of the Minimum Improvements on that Phase or any part thereof (except for Execution Copy 23 HP145-47-767778.v18 the demolition of structures required for construction of the Minimum Improvements); or (B) willful refusal to reconstruct damaged or destroyed property pursuant to Section 5.1 hereof. The Redeveloper also agrees that, with respect to each Phase, it will not, prior to the Maturity Date of the Note for that Phase: (i) seek exemption from property tax for that Phase; (ii) convey or transfer or allow conveyance or transfer of that Phase to any entity that is exempt from payment of real property taxes under State law; or (iii) seek or agree to any reduction of the assessor’s estimated market value to below the Minimum Market Value for that Phase. If Redeveloper brings a petition challenging a Market Value determination exceeding the minimum value established in a Minimum Assessment Agreement, the Redeveloper must inform the HRA of such petition. The HRA will pay principal and interest on the each Note only to the extent of Available Tax Increment attributable to the minimum value of the relevant Phase until final resolution of such petition. Upon resolution of Redeveloper’s tax petition, any Available Tax Increment deferred and withheld will be paid, without interest thereon, to the extent payable under the assessor’s final determination of Market Value. Notwithstanding the foregoing, the HRA acknowledges that the Redeveloper intends to apply for 4d tax classification for 100% of Phase IA – Building A and 20% of the units on Phase IC-Building D, as defined in Minnesota Statute 273.13, Subd. 25(e), for purposes of the property taxes imposed against the Minimum Improvements. The Redeveloper may, as to each Phase, at any time following the issuance of the Certificate of Completion for that Phase, seek through petition or other means to have the Assessor’s Estimated Market Value for that Phase reduced to not less than the Minimum Market Value for that Phase. Such activity must be preceded by written notice from the Redeveloper to the HRA indicating its intention to do so. Upon receiving such notice, or otherwise learning of the Redeveloper’s intentions, the HRA may suspend or reduce payments due under the Note with respect to the relevant Phase except for the portion of such payments from Available Tax Increment, as defined in the Note for that Phase, based on the Minimum Market Value as described in the Minimum Assessment Agreement for that Phase, until the actual amount of the reduction in market value is determined, whereupon the HRA will make the suspended payments less any amount that the HRA is required to repay the County as a result any retroactive reduction in market value of that Phase. If the Redeveloper fails to notify the HRA of the tax petition, the HRA shall have the right to withhold all payments of principal and interest on the Note with respect to the relevant Phase until the Redeveloper’s challenge is resolved. Upon resolution of the Redeveloper’s tax petition, any Available Tax Increment deferred and withheld under this Section shall be paid, without interest thereon, to the extent payable under the assessor’s final determination of market value. During the period that the payments are subject to suspension, the HRA may make partial payments on the Note, from the amounts subject to suspension, if it determines, in its sole and absolute discretion, that the amount retained will be sufficient to cover any repayment which the County may require. Execution Copy 24 HP145-47-767778.v18 The HRA’s suspension of payments on a Note pursuant to this Section shall not be considered a default under Article IX hereof. Section 6.4. Qualifications. The Redeveloper understands and acknowledges that all Public Redevelopment Costs must first be paid by or on behalf of the Redeveloper and will be reimbursed from Available Tax Increment pursuant to the terms of the Notes. The HRA makes no representations or warranties regarding the amount of Tax Increment, or that revenues pledged to the Notes will be sufficient to pay the principal of the Notes. Any estimates of Tax Increment prepared by the HRA or its financial advisors in connection with the TIF District or this Agreement are for the benefit of the HRA, and are not intended as representations on which the Redeveloper may rely. In the event of legislative changes reducing the tax rate classification of certain qualified low-income rental housing under Minnesota Statutes, Section 273.13, subd. 25(e), the Redeveloper expressly agrees and acknowledges that the HRA may adjust the principal amount of the Notes to reflect such reduction. The parties agree that they will work in good faith to determine the appropriate amount of such reduction, it being the intent that the aggregate effect of such changes (i.e., the projected expense savings to the Redeveloper attributable to the reduction to the annual tax liability with regard to the Project and the projected income reduction to the Redeveloper attributable to the reduction in the amount of payments under the Notes) will be revenue-neutral to the Redeveloper. If the principal amount of the Notes is reduced pursuant to this Section 6.4, and there is subsequently a legislative change which increases the tax rate classification (i.e., the legislation giving rise to the reduction is repealed), the HRA shall adjust the principal amount of the Notes to reflect such increased tax burden in the same manner as the reduction aforesaid; provided, however, that any such increase be limited to the aggregate amount by which the principal balance of the Notes was previously reduced pursuant to this Section 6.4. Public Redevelopment Costs exceeding the principal amount of the Notes are the sole responsibility of Redeveloper. Section 6.5. Transfer Obligations. Notwithstanding anything herein to the contrary, the parties acknowledge and agree that upon Transfer of any Phase to another person or entity, the Redeveloper will remain obligated under this Article VI hereof, unless the Redeveloper is released from such obligations with respect to that Phase in accordance with the terms and conditions of Section 8.2(b) or 8.3 hereof. Section 6.6. Minimum Assessment Agreement. (a) On or about the date of completion of each Phase, the Redeveloper shall execute a Minimum Assessment Agreement for the Phase pursuant to Section 469.177, subdivision 8 of the TIF Act, specifying an assessor’s minimum market value for that Phase with the Minimum Improvements constructed thereon. Redeveloper and HRA will enter into a Minimum Market Value Assessment Agreement (MAA) setting a minimum property tax value for the rental portions of the various Phases as noted below: Execution Copy 25 HP145-47-767778.v18 Phase Amount Date Phase IB – Building C $105,030,000 January 2, 2025 for payable 2026 Phase IC – Building D $44,880,000 January 2, 2025 for payable 2026 Phase IA – Building A $26,680,000 January 2, 2025 for payable 2026 The Redeveloper and the HRA agree that the dates for the applicable Phase MAA may be revised based upon timing of actual construction schedules and that the final MAA amounts may be revised based upon current market valuations provided by the County Assessor. Revisions to the dates of the applicable Phase MAA and execution thereof shall not require approval or further action by the HRA and can be completed administratively by staff and legal counsel, so long as such revision is no more than 18 months from the applicable Phase MAA as noted in the above schedule. Any revisions to the dates beyond 18 months for the applicable Phase MAA shall require renegotiation between the parties. Revisions to the MAA amounts shall not require approval or further action by the HRA and can be completed administratively by staff and legal counsel. The Minimum Assessment Agreement for each Phase shall terminate as to that Phase on the Termination Date for that Phase. (b) The Minimum Assessment Agreements shall be substantially in the form attached hereto as Exhibit G. Nothing in a Minimum Assessment Agreement shall limit the discretion of the assessor to assign a market value to the property in excess of such assessor’s minimum market value nor prohibit the Redeveloper from seeking through the exercise of legal or administrative remedies a reduction in such market value for property tax purposes, provided however, that the Redeveloper shall not seek a reduction of such market value below the assessor’s minimum market value in any year so long as such Minimum Assessment Agreement shall remain in effect. The Minimum Assessment Agreements shall remain in effect for the period described in Exhibit G. ARTICLE VII Financing Section 7.1. Mortgage Financing. (a) Before commencement of construction of the Minimum Improvements, the Redeveloper must submit to the HRA or provide access thereto for review by HRA staff, consultants and agents, evidence reasonably satisfactory to the HRA that Redeveloper has available funds, or commitments to obtain funds, whether in the nature of mortgage financing, equity, grants, loans or other sources sufficient for payment of the Minimum Improvements, provided that any lender or grantor commitments shall be subject only to such conditions as are normal and customary in the commercial lending industry. The commitments may be submitted as short term financing, long term mortgage financing, a bridge loan with a long term take-out financing commitment, or any combination of the foregoing. (b) If the HRA finds that the financing is sufficiently committed and adequate in amount to pay the costs specified in paragraph (a) then the HRA will notify the Redeveloper in writing of its approval. Such approval will not be unreasonably withheld and either approval or Execution Copy 26 HP145-47-767778.v18 rejection will be given within twenty (20) days from the date when the HRA is provided the evidence of financing. A failure by the HRA to respond to the evidence of financing will be deemed to constitute an approval hereunder. If the HRA rejects the evidence of financing as inadequate, it will do so in writing specifying the basis for the rejection. In any event the Redeveloper will submit adequate evidence of financing within ten (10) days after any rejection. Section 7.2. HRA’s Option to Cure Default under a Mortgage. In the event that there occurs a default under any Mortgage authorized pursuant to Section 7.1 of this Agreement, to the extent the Redeveloper is aware of such default, the Redeveloper shall cause the HRA to receive copies of any notice of default received by the Redeveloper from the holder of such Mortgage. Thereafter, to the extent permitted by the Holder of any Mortgage, the HRA shall have the right, but not the obligation, to cure any such default on behalf of the Redeveloper within such cure periods as are available to the Redeveloper under the Mortgage documents. In the event there is an event of default under this Agreement, the HRA will transmit to the Holder of any Mortgage a copy of any notice of default given by the HRA pursuant to Article IX hereof. Section 7.3. Modification; Subordination. In order to facilitate the securing of other financing, the HRA agrees to subordinate its rights under this Agreement provided that such subordination shall be subject to such reasonable terms and conditions as the HRA and Holder mutually agree in writing. Notwithstanding anything to the contrary herein, any subordination agreement must include the provision described in Section 7.2 hereof. ARTICLE VIII Prohibitions Against Assignment and Transfer; Indemnification Section 8.1. Representation as to Redevelopment. The Redeveloper represents and agrees that its purchase of the Redevelopment Property, and its other undertakings pursuant to the Agreement, are, and will be used, for the purpose of development of the Redevelopment Property and not for speculation in land holding. Section 8.2. Prohibition Against Redeveloper’s Transfer of Property and Assignment of Agreement. The Redeveloper represents and agrees that, as to each Phase, until either the issuance of the Certificate of Completion for the Minimum Improvements in that Phase or the Termination Date for that Phase, as applicable: (a) Except as specifically described in this Agreement, the Redeveloper has not made or created and will not make or create or suffer to be made or created any total or partial sale, assignment, conveyance, or lease, or any trust or power, or transfer in any other mode or form of or with respect to this Agreement or the Redevelopment Property or any part thereof or any interest therein, or any contract or agreement to do any of the same, to any person or entity (collectively, a “Transfer”), without the prior written approval of the HRA’s board of commissioners. The term “Transfer” does not include, with respect to each of Redeveloper’s permitted transferee and/or assignee of Redeveloper: (i) a mortgage made or granted by way of security for, and only for, the purpose of obtaining construction, interim or permanent financing necessary to enable the Redeveloper or any successor in interest to any Phase or to construct the Minimum Improvements or component thereof; (ii) any lease, license, easement or similar Execution Copy 27 HP145-47-767778.v18 arrangement entered into in the ordinary course of business related to operation of the Minimum Improvements; (iii) acquisition of a controlling interest in Redeveloper or its successor and/or assignee by another entity or merger of Redeveloper or its successor and/or assignee with another entity; (iv) any sale, conveyance, or transfer in any form to any affiliate of Redeveloper or its successor and/or assignee; (v) a transfer to a third party if the Redeveloper or its successor and/or assignee is unable to commence construction by the date provided in Section 4.3 hereof and the HRA terminates this Agreement pursuant to Section 9.2(b) hereof; or (vi) transfers of membership interests or other ownership interests in the Redeveloper or its successor and/or assignee, pursuant to the Redeveloper’s operating agreement or partnership agreement. The HRA acknowledges that the Redeveloper or its successor and/or assignee may assign or sell the Note for a Phase to a Lender or another party. For all assignments of a TIF Note, the HRA shall require an Investment Letter from the assignee in the form set forth in EXHIBIT H. (b) If the Redeveloper seeks to effect a Transfer of any Phase or other part of the Redevelopment Property requiring the approval of the HRA after the issuance of the Certificate of Completion for that Phase, the HRA shall be entitled to require as conditions to such Transfer that: (1) any proposed transferee shall have the qualifications and financial responsibility, in the reasonable judgment of the HRA, necessary and adequate to fulfill the obligations undertaken in this Agreement by the Redeveloper as to the portion of the Redevelopment Property to be transferred; and (2) Any proposed transferee, by instrument in writing satisfactory to the HRA and in form recordable in the public land records of the County, shall, for itself and its successors and assigns, and expressly for the benefit of the HRA, have expressly assumed all of the obligations of the Redeveloper under this Agreement as to the portion of the Redevelopment Property to be transferred and agreed to be subject to all the conditions and restrictions to which the Redeveloper is subject as to such portion; provided, however, that the fact that any transferee of, or any other successor in interest whatsoever to, the Redevelopment Property, or any part thereof, shall not, for whatever reason, have assumed such obligations or so agreed, and shall not (unless and only to the extent otherwise specifically provided in this Agreement or agreed to in writing by the HRA) deprive the HRA of any rights or remedies or controls with respect to the Redevelopment Property, the Minimum Improvements or any part thereof or the construction of the Minimum Improvements; it being the intent of the parties as expressed in this Agreement that (to the fullest extent permitted at law and in equity and excepting only in the manner and to the extent specifically provided otherwise in this Agreement) no transfer of, or change with respect to, ownership in the Redevelopment Property or any part thereof, or any interest therein, however consummated or occurring, and whether voluntary or involuntary, shall operate, legally, or practically, to deprive or limit the HRA of or with respect to any rights or remedies on controls provided in or resulting from this Agreement with respect to the Redevelopment Property that the HRA would have had, had there been no such transfer or change. In the absence of specific written agreement by the HRA to the contrary, no such transfer or approval by the HRA thereof shall be deemed to relieve the Redeveloper, or any other party bound in any way by this Agreement or Execution Copy 28 HP145-47-767778.v18 otherwise with respect to the Redevelopment Property, from any of its obligations with respect thereto. (3) Any and all instruments and other legal documents involved in effecting the transfer of any interest in this Agreement or the Redevelopment Property governed by this Article VIII, shall be in a form reasonably satisfactory to the HRA. (c) If the conditions described in paragraph (b) are satisfied then the Transfer will be approved and the Redeveloper shall be released from its obligation under this Agreement, as to the portion of the Redevelopment Property that is transferred, assigned, or otherwise conveyed. The provisions of this paragraph (c) apply to all subsequent transferors, assuming compliance with the terms of this Article VIII. Section 8.3. Release and Indemnification Covenants. (a) The Redeveloper releases from and covenants and agrees that the HRA and its respective governing body members, officers, agents, servants and employees thereof will not be liable for and agrees to indemnify and hold harmless the HRA and its respective governing body members, officers, agents, servants and employees thereof against any loss or damage to property or any injury to or death of any person occurring at or about or resulting from any defect in the Minimum Improvements. (b) Except for any willful misrepresentation or any willful or wanton misconduct of the following named parties, the Redeveloper agrees to protect and defend the HRA and its respective governing body members, officers, agents, servants and employees (the “Indemnified Parties”) thereof, now or forever, and further agrees to hold the aforesaid harmless from any claim, demand, suit, action or other proceeding whatsoever by any person or entity whatsoever arising or purportedly arising from this Agreement, or the transactions contemplated hereby or the acquisition, construction, installation, ownership, maintenance and operation of the Minimum Improvements. (c) Except for any negligence of the Indemnified Parties (as defined in clause (b) above), and except for any breach by the Indemnified Parties of their obligations under this Agreement, the Indemnified Parties shall not be liable for any damage or injury to the persons or property of the Redeveloper or its officers, agents, servants or employees or any other person who may be about the Redevelopment Property or Minimum Improvements due to any act of negligence of any person. (d) All covenants, stipulations, promises, agreements and obligations of the HRA contained herein will be deemed to be the covenants, stipulations, promises, agreements and obligations of the HRA and not of any governing body member, officer, agent, servant or employee of the HRA in the individual capacity thereof. Execution Copy 29 HP145-47-767778.v18 ARTICLE IX Events of Default Section 9.1. Events of Default Defined. “Event of Default” means any one or more of the following events, after the non-defaulting party provides sixty (60) days’ written notice to the defaulting party of the event, but only if the event has not been cured within said sixty (60) days after written notice of default has been tendered or, if the event is incurable within sixty (60) days, the defaulting party does not, within the sixty (60) day period, provide assurances reasonably satisfactory to the non-defaulting party that the event will be cured as soon as reasonably possible: (a) Failure by the Redeveloper to acquire the Redevelopment Property in accordance with Article III of this Agreement, unless the failure is caused by an Unavoidable Delay; (b) Failure by the Redeveloper to seek approvals from the City and other entities necessary in order to construct the Minimum Improvements, unless the failure is caused by an Unavoidable Delay; (c) Failure by the Redeveloper to commence and complete construction of the Minimum Improvements pursuant to the terms, conditions and limitations of Article IV of this Agreement, including the timing thereof, unless such failure is caused by an Unavoidable Delay or waived by the Redeveloper and HRA; (d) Failure by the Redeveloper to provide and maintain any insurance required to be provided and maintained by Article V; (e) If the Redeveloper shall file a petition in bankruptcy, or shall make an assignment for the benefit of its creditors or shall consent to the appointment of a receiver; (f) Failure by the Redeveloper to reimburse the HRA for its administrative expenses associated with the processing of Redeveloper’s requests, or to make the necessary escrow deposits pursuant to Section 3.4; (g) Sale of the Redevelopment Property or the Minimum Improvements, or any portion thereof, by the Redeveloper in violation of Article VIII of this Agreement; or (h) Failure by either party to observe or perform any material covenant, condition, obligation or agreement on its part to be observed or performed under this Agreement. Section 9.2. Remedies of Default. Whenever any Event of Default referred to in Section 9.1 hereof occurs, the non-defaulting party may exercise its rights under this Section 9.2 only if the Event of Default has not been cured within sixty (60) days of the non-defaulting party’s tender of a notice of default or, if the Event of Default is incurable within sixty (60) days, the defaulting party does not provide assurances reasonably satisfactory to the non-defaulting party that the Event of Default will be cured as soon as reasonably possible: Execution Copy 30 HP145-47-767778.v18 (a) Suspend its performance under the Agreement until it receives assurances that the defaulting party will cure its default and continue its performance under the Agreement. (b) Cancel and rescind or terminate the Agreement. (c) Upon a default by the Redeveloper, the HRA may suspend payments under the Notes or terminate the Notes and the TIF District, subject to the provisions of Section 9.3 hereof. (d) Upon failure by Redeveloper to timely commence or complete construction of the Minimum Improvements in accordance with Section 4.3 hereof, subject to the notice and cure periods set forth herein, the HRA may terminate this Agreement; provided, however, that notwithstanding anything herein to the contrary, the HRA acknowledges and agrees that it shall have no remedy of specific performance with regard to the Redeveloper’s obligation to commence the construction of the Minimum Improvements. (e) Take whatever action, including legal, equitable or administrative action, which may appear necessary or desirable to collect any payments due under this Agreement, or to enforce performance and observance of any obligation, agreement, or covenant under this Agreement. Raymond James Tax Credit Fund XX L.L.C., a Florida limited liability company, its successors and/or assigns and any other investors (collectively, the “Investor Limited Partner”), the limited partner or non-managing member of the Redeveloper’s respective affiliate that owns or will own title to the respective Phases of the Development Property shall have the right, but not the obligation, to cure any default of the Redeveloper hereunder and such cure shall be deemed to have been made by the Redeveloper. The Lender with respect to each Phase shall have the right, but not the obligation, to cure any default of the Redeveloper hereunder and such cure shall be deemed to have been made by the Redeveloper. Section 9.3. Termination or Suspension of Notes. After the HRA has issued its Certificate of Completion for each Phase of the Minimum Improvements, the HRA may exercise its rights under Section 9.2(c) hereof with respect to that Phase only for the following Events of Default: (a) the Redeveloper fails to pay real estate taxes or assessments on that Phase of the Redevelopment Property or any part thereof when due, and the taxes or assessments have not been paid, or provision satisfactory to the HRA made for their payment, within sixty (60) days after written demand by the HRA to do so; or (b) the Redeveloper fails to comply with the Redeveloper’s obligations to operate and maintain, preserve and keep that Phase of the Minimum Improvements or cause the improvements to be maintained, preserved and kept with the appurtenances and every part and parcel thereof, in good repair and condition, pursuant to Sections 4.1 and 5.1(e) hereof; provided that, upon failure to comply with the obligations under Section 4.1 or 5.1(e) hereof, if uncured Execution Copy 31 HP145-47-767778.v18 after sixty (60) days’ written notice to the Redeveloper of the failure, the HRA may only suspend payments under the Note for that Phase until the Redeveloper complies with said obligations. If the Redeveloper fails to comply with said obligations for a period of eighteen months, the HRA may terminate the Note with respect to that Phase; or (c) the Redeveloper fails to comply with the affordability covenants provided in Section 4.5 hereof with respect to that Phase. Section 9.4. No Remedy Exclusive. No remedy herein conferred upon or reserved to the HRA, the Redeveloper is intended to be exclusive of any other available remedy or remedies, but each and every remedy will be cumulative and will be in addition to every other remedy given under this Agreement or now or hereafter existing at law or in equity or by statute. No delay or omission to exercise any right or power accruing upon any default will impair any right or power or will be construed to be a waiver thereof, but any right and power may be exercised from time to time and as often as may be deemed expedient. In order to entitle the HRA to exercise any remedy reserved to it, it will not be necessary to give notice, other than the notices already required in Sections 9.2 and 9.3 hereof. Section 9.5. No Additional Waiver Implied by One Waiver. In the event any agreement contained in this Agreement should be breached by either party and thereafter waived by the other party, the waiver will be limited to the particular breach so waived and will not be deemed to waive any other concurrent, previous or subsequent breach hereunder. Section 9.6. Attorney Fees. Whenever any Event of Default occurs (as determined by a final court or administrative order or Redeveloper admissions) and if the HRA shall employ attorneys or incur other expenses for the collection of payments due or to become due or for the enforcement of performance or observance of any obligation or agreement on the part of the Redeveloper under this Agreement, the Redeveloper agrees that it shall, within ten (10) days of written demand by the HRA, pay to the HRA the reasonable fees of such attorneys and such other reasonable expenses so incurred by the HRA. Section 9.7. No Cross-Default. Notwithstanding anything to the contrary set forth in this Agreement, no Event of Default by the Redeveloper, its permitted transferees, and/or assignees for one Phase (a “Phase Redeveloper”) shall constitute an Event of Default by a Phase Redeveloper for any other Phase. No Phase Redeveloper shall be responsible for the actions or obligations of any other Phase Redeveloper. None of the obligations under this Agreement are joint and several obligations of the Phase Redevelopers, and the City or the HRA may not seek any remedies against a Phase Redeveloper whose actions did not give rise to an Event of Default. An Event of Default by a Phase Redeveloper shall not limit, impair, or revoke the rights of any other Phase Redeveloper under this Agreement or the respective Note issued or to be issued to such non-defaulting Phase Redeveloper. Execution Copy 32 HP145-47-767778.v18 ARTICLE X Additional Provisions Section 10.1. Conflict of Interests; Representatives Not Individually Liable. To the best of Redeveloper’s knowledge, no member, official, or employee of the HRA shall have any personal financial interest, direct or indirect, in this Agreement, nor shall any such member, official, or employee participate in any decision relating to the Agreement which affects his or her personal financial interests or the interests of any corporation, partnership, or association in which he or she is, directly or indirectly, interested. No member, official, or employee of the HRA shall be personally liable to the Redeveloper, or any successor in interest, in the event of any default or breach or for any amount which may become due or on any obligations under the terms of this Agreement. Section 10.2. Equal Employment Opportunity. The Redeveloper, for itself and its successors and assigns, agrees that during the construction of the Minimum Improvements provided for in this Agreement, it will comply with all applicable equal employment and nondiscrimination laws and regulations. Section 10.3. Restrictions on Use. The Redeveloper agrees that through the Termination Date for each Phase it will use the Minimum Improvements in that Phase for only such uses as permitted under the City’s land use regulations. Further, the Redeveloper agrees that, prior to the Maturity Date with respect to each Phase, the Redeveloper, and such successors and assigns, shall use that Phase solely for the development of multifamily housing in accordance with the terms of this Agreement, and shall not discriminate upon the basis of race, color, creed, sex or national origin in the sale, lease, or rental or in the use or occupancy of the Redevelopment Property or any improvements erected or to be erected thereon, or any part thereof. Section 10.4. Notices and Demands. Except as otherwise expressly provided in this Agreement, any notice, demand, or other communication under the Agreement or any related document by either party to the other shall be sufficiently given or delivered if it is dispatched by registered or certified United States mail, postage prepaid, return receipt requested, or delivered personally to: (a) in the case of the Redeveloper: Alatus Hopkins MD LLC IDS Center 80 South 8th Street, Suite 4155 Minneapolis, MN 55402 Attn: Robert Lux and with copies to: Winthrop & Weinstine, P.A. 225 South Sixth Street, Suite 3500 Minneapolis, MN 55402 Attn: John M. Stern Execution Copy 33 HP145-47-767778.v18 (b) in the case of the City: City of Hopkins, Minnesota 1010 1st Street South Hopkins, MN 55343 Attn: City Manager with a copy to: Kennedy & Graven, Chartered 150 South 5th Street, Suite 700 Minneapolis, MN 55402 Attn: Scott J. Riggs (c) in the case of the HRA: (d) in the case of the Investor Member of Borrower: (e) With a copy to: Housing and Redevelopment Authority in and for the City of Hopkins 1010 1st Street South Hopkins, MN 55343 Attn: Executive Director Raymond James Tax Credit Fund XX L.L.C. c/o Raymond James Affordable Housing Investments, Inc. 880 Carillon Parkway St. Petersburg, FL 33716 Attn: Steven J. Kropf, President Nixon Peabody LLP Exchange Place 53 State Street Boston, MA 02109 Attn: Nate Bernard, Esq. or at such other address with respect to either such party as that party may, from time to time, designate in writing and forward to the other as provided in this section 10.4. Section 10.5. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall constitute one and the same instrument. Section 10.6. Disclaimer of Relationships. The Redeveloper acknowledges that nothing contained in this Agreement nor any act by the HRA or the Redeveloper shall be deemed or construed by the Redeveloper or by any third person to create any relationship of third-party beneficiary, principal and agent, limited or general partner, or joint venture between HRA and the Redeveloper. Section 10.7. Amendment. This Agreement may be amended only by the written agreement of the parties. Execution Copy 34 HP145-47-767778.v18 Section 10.8. Recording. The HRA intends to record this Agreement among the land records of Hennepin County, Minnesota and the Redeveloper agrees to pay for the cost of recording same. Section 10.9. Indemnity. The Redeveloper hereby agrees that the HRA, and its governing body members, officers, agents, and employees shall not be liable for, and hereby agrees to indemnify and hold harmless the same, against any loss or claims arising under this Agreement, except for losses or claims arising out of the acts or omissions of the HRA, and its governing body members, officers, agents, and employees. Section 10.10. Titles of Articles and Sections. Any titles of the several parts, articles, and sections of this Agreement are inserted for convenience of reference only and shall be disregarded in construing or interpreting any of its provisions. Section 10.11. Governing Law; Venue. This Agreement shall be construed in accordance with the laws of Minnesota. Any dispute arising from this Agreement shall be heard in the State or federal courts of Minnesota, and all parties waive any objection to the jurisdiction thereof, whether based on convenience or otherwise. Section 10.12. Provisions Not Merged With Deed. None of the provisions of this Agreement are intended to or will be merged by reason of any deed transferring any interest in the Redevelopment Property and any deed will not be deemed to affect or impair the provisions and covenants of this Agreement. Section 10.13. Approvals. Unless otherwise specified, any approval required by the HRA or the City under this Agreement may be given by the HRA staff or City staff, and any approval by either the HRA or the City will be deemed to be the approval of both the HRA and the City. Except where this Agreement expressly provides otherwise, each part agrees not to unreasonably withhold, condition, or delay any approval or consent required of it under this Agreement. Section 10.14. Termination. This Agreement terminates as to each Phase on the Termination Date for that Phase, except that termination of this Agreement does not terminate, limit or affect the rights of any party that arise under this Agreement before the Termination Date. Section 10.15. Public Art. Redeveloper is obligated to expend at least $250,000.00 for public artwork to be placed in prominent locations on the Property, on the exterior of the Minimum Improvements. Prior to the commission of the public artwork, the public artwork shall be approved by the City, which approval shall not be unreasonably withheld. The artwork shall be installed prior to issuance of the Certificate of Occupancy for the applicable Phase. Section 10.16. Park Dedication. The Redeveloper will pay applicable park dedication fees to the City at the time of issuance of a building permit for any applicable Phase. The City agrees that when a building permit is pulled for any Phase, the Redeveloper’s park dedication payment (which may be required by the City in lieu of land dedication) will be calculated based on the City’s park dedication fees that are in existence as of the effective date of this Agreement Execution Copy 35 HP145-47-767778.v18 and, unless otherwise agreed to by the parties in the future, said payments shall be made at the time of issuance of a building permit for the applicable Phase, as the case may be. The current park dedication fee for multiple family residential subdivisions is $3,000 per unit while the commercial fee is an amount equal to five (5) percent of the fair market value of the commercial land as estimated by the county assessor. Park dedication fees are typically due with final plat approval. Section 10.17. Miscellaneous. (a) No transfer of the Redevelopment Property or this Agreement without City and HRA consent which will not be unreasonably withheld; (b) Redeveloper will retain a management company with experience in the management of multifamily rental housing developments, subject to reasonable approval by the HRA; (c) The City and Redeveloper have applied and received a Metropolitan Council TOD Grant of $1,250,000. The City and Redeveloper expect to apply for Hennepin County TOD Grant funding and MN DEED Redevelopment Grant funding as well. These grants have been accounted for in the Redevelopers Proforma. Any other future grants beyond these for any future applicable Phase that are received will reduce the principal amount of the Note for the applicable Phase. Section 10.18. Commercial Space in Phase IB – Building C and Phase ID. The intent is to create opportunities for neighborhood serving commercial space for small businesses including minority owned or operated, and locally or regionally owned or operated businesses. The HRA and Redeveloper agree to collaborate to accomplish the goal of providing up to 50% of the 17,000 square feet of Commercial Space available to these users, with a minimum requirement of 40%. The outcomes of the collaboration will be outlined in a business plan approved by City staff and the Redeveloper. Section 10.19. PUD Agreement/Subdivision. The City and HRA and the Redeveloper have or intend to enter into a PUD Agreement (as amended, the “PUD Agreement”) regarding the redevelopment of the Redevelopment Property, subdivision of the Redevelopment Property, planning and zoning approvals related to the Redevelopment Property, and improvements to be made by the Redeveloper to the Redevelopment Property, which such PUD Agreement is incorporated by reference into and made a part of this Agreement as if fully set forth herein. All defined terms of the PUD Agreement shall have the same meaning in this Agreement and all other requirements of the PUD Agreement as to the Minimum Improvements and the Construction Plans shall be satisfied and adhered to by the Redeveloper as if such requirements were fully set forth in this Agreement. Section 10.20. Rent Control Provisions. The City, HRA and Redeveloper agree that any rental units within any phase at the Redevelopment Property shall be excluded from any future adopted rent control provisions. Execution Copy 36 HP145-47-767778.v18 Section 10.21. Parking Rental. The Redeveloper intends to rent parking spaces in the underground garage to tenants in Buildings B, C, and D of the Minimum Improvements for approximately $75 to $150 per parking space per month initially. The Redeveloper agrees that the monthly rental rate charged for each underground parking space will be the same for all tenants of the applicable Phase within the Minimum Improvements. The Redeveloper agrees that it will not charge rent for parking spaces in the underground garage to tenants in Building A of the Minimum Improvements. Execution Copy S-1 HP145-47-767778.v18 IN WITNESS WHEREOF, the City, the HRA and the Redeveloper have caused this Agreement to be duly executed in their names and behalves on or as of the date first above written. CITY OF HOPKINS, MINNESOTA: By: Patrick Hanlon Its: Mayor By: Michael Mornson Its: City Manager STATE OF MINNESOTA ) ) ss. COUNTY OF HENNEPIN ) The foregoing instrument as acknowledged before me this _____ day of ____________, 2022, by Patrick Hanlon, the Mayor for the City of Hopkins, Minnesota, a Minnesota municipal corporation, respectively, on behalf of the City. ____________________________________ Notary Public STATE OF MINNESOTA ) ) ss. COUNTY OF HENNEPIN ) The foregoing instrument as acknowledged before me this _____ day of ____________, 2022, by Michael Mornson, the City Manager for the City of Hopkins, Minnesota, a Minnesota municipal corporation, respectively, on behalf of the City. ____________________________________ Notary Public Execution Copy S-2 HP145-47-767778.v18 HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF HOPKINS: By: Patrick Hanlon Its: Chair By: Michael Mornson Its: Executive Director STATE OF MINNESOTA ) ) ss. COUNTY OF HENNEPIN ) The foregoing instrument as acknowledged before me this _____ day of ____________, 2022, by Patrick Hanlon, the Chair of the Housing and Redevelopment Authority in and for the City of Hopkins, a public body corporate and politic under the laws of Minnesota, on behalf of the Housing and Redevelopment Authority. ____________________________________ Notary Public STATE OF MINNESOTA ) ) ss. COUNTY OF HENNEPIN ) The foregoing instrument as acknowledged before me this _____ day of ____________, 2022, by Michael Mornson, the Executive Director of the Housing and Redevelopment Authority in and for the City of Hopkins, a public body corporate and politic under the laws of Minnesota, on behalf of the Housing and Redevelopment Authority. ____________________________________ Notary Public Execution Copy S-3 HP145-47-767778.v18 REDEVELOPER: ALATUS HOPKINS MD LLC, a Delaware limited liability company By: ____________________________ Christian B. Osmundson Its: Vice President STATE OF MINNESOTA ) ) ss. COUNTY OF __________ ) The foregoing instrument was acknowledged before me this ______ day of ____________, 2022, by Christian B. Osmundson, the Vice President of Alatus Hopkins MD LLC, a Delaware limited company, on behalf of the company. __________________________________ Notary Public Execution Copy A-1 HP145-47-767778.v18 EXHIBIT A TO REDEVELOPMENT AGREEMENT LEGAL DESCRIPTION OF REDEVELOPMENT PROPERTY A portion of the property legally described below: Lots 1, and 2, Block 1, Mile 14 On Minnehaha Creek, Hennepin County, Minnesota. Lots 3 and 4, Block 1, Mile 14 On Minnehaha Creek, Hennepin County, Minnesota. Lots 1 and 2, Block 2, Mile 14 On Minnehaha Creek, Hennepin County, Minnesota. Outlot C, Mile 14 On Minnehaha Creek, Hennepin County, Minnesota. (Torrens Property, Certificate of Title Numbers 1547004, 1547005, 1547006, 1547007, 1547008, 1547009 and 1547012) Execution Copy B-1 HP145-47-767778.v18 EXHIBIT B TO REDEVELOPMENT AGREEMENT DEPICTION OF THE REDEVELOPMENT PROPERTY AND MINIMUM IMPROVEMENTS All Depictions of the Redevelopment Property and Minimum Improvements are on file and available at City Hall. Execution Copy C-1 HP145-47-767778.v18 EXHIBIT C TO REDEVELOPMENT AGREEMENT PRELIMINARY PLAN DOCUMENTS All preliminary plan documents are on file and available at City Hall. Execution Copy D-1 HP145-47-767778.v18 EXHIBIT D TO REDEVELOPMENT AGREEMENT FORM OF CERTIFICATE OF COMPLETION WHEREAS, City of Hopkins, Minnesota, a Minnesota municipal corporation (“City”), and Housing and Redevelopment Authority in and for the City of Hopkins, corporate and politic under the laws of Minnesota (“HRA”), and Alatus Hopkins MD LLC, a Delaware limited liability company, formed under the laws of Minnesota (the “Redeveloper”), have entered into a certain Contract for Private Redevelopment (the “Agreement”) dated the ____ day of ____________, 202___, and recorded in the office of the County Recorder and Registrar in Hennepin County, Minnesota, as Document No. __________, which Agreement contained certain covenants and restrictions regarding completion of the Minimum Improvements, as defined in the Agreement; and WHEREAS, the Redeveloper has performed said covenants and conditions in a manner deemed sufficient by the HRA to permit the execution and recording of this certification. NOW, THEREFORE, this is to certify that all construction of the Minimum Improvements specified to be done and made by the Redeveloper has been completed and the covenants and conditions in the Agreement have been performed by the Redeveloper, and the County Recorder in Hennepin County, Minnesota, is hereby authorized to accept for recording and to record the filing of this instrument, to be a conclusive determination of the satisfactory termination of the covenants and conditions relating to completion of the Minimum Improvements and the expiration of certain obligations contained in the Agreement to the extent expressly provided for therein. Unless otherwise expressly provided in the Agreement, Redeveloper shall be deemed to have satisfied its obligations under the Agreement. Dated: _______________, 202__. CITY OF HOPKINS, MINNESOTA: By: Its: Mayor By: Its: City Manager Execution Copy D-2 HP145-47-767778.v18 STATE OF MINNESOTA ) ) ss. COUNTY OF HENNEPIN ) The foregoing instrument as acknowledged before me this _____ day of ____________, 202__, by ____________ and ____________, the Mayor and City Manager, for the City of Hopkins, Minnesota, a Minnesota municipal corporation, respectively, on behalf of the City. ____________________________________ Notary Public HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF HOPKINS: By: ______________________________ Its: Chair By: ______________________________ Its: Executive Director STATE OF MINNESOTA ) ) ss. COUNTY OF HENNEPIN ) The foregoing instrument as acknowledged before me this _____ day of ____________, 202__, by ________________ and ________________________, the Chair and Executive Director of the Housing and Redevelopment Authority in and for the City of Hopkins, a public body corporate and politic under the laws of Minnesota, respectively, on behalf of the Housing and Redevelopment Authority. ____________________________________ Notary Public Execution Copy E-1 HP145-47-767778.v18 EXHIBIT E TO CONTRACT FOR PRIVATE DEVELOPMENT FORM OF NOTES AND TERMS OF NOTES HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF HOPKINS Section 1. Form of Notes. The Notes will be in substantially the following form, with the blanks to be properly filled in and the principal amount and payment schedule adjusted as of the date of issue: UNITED STATE OF AMERICA STATE OF MINNESOTA HENNEPIN COUNTY HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF HOPKINS No. R-1 $________ TAXABLE TAX INCREMENT REVENUE NOTE SERIES 202_ Date Rate of Original Issue ___% __________ [INSERT DATE] Housing and Redevelopment Authority in and for the City of Hopkins (“HRA”), for value received, certifies that it is indebted and hereby promises to pay to Alatus Hopkins MD LLC, a Delaware limited liability company, or its registered assigns (the “Owner”), the principal sum of $____________ and to pay interest thereon at the rate of ___ percent per annum, as and to the extent set forth herein. 1. Payments. Principal and interest (“Payments”) are estimated to be paid on August 1, 20__, and each February 1 and August 1 thereafter to and including February 1, 20__ (“Payment Dates”), in the amounts and from the sources set forth in Section 3 herein. Payments will be applied first to accrued interest, and then to unpaid principal. Payments are payable by mail to the address of the Owner or any other address as the Owner may designate upon 30 days written notice to HRA. Payments on this Note are payable in any coin or currency of the United States of America which, on the Payment Date, is legal tender for the payment of public and private debts. 2. Interest. Interest at the simple non-compounded rate stated herein will accrue on the unpaid principal, commencing on the date of original issue. Interest will be computed on the basis of a year of 360 days and charged for actual days principal is unpaid. Execution Copy E-2 HP145-47-767778.v18 3. Available Tax Increment. Payments on this Note are payable on each Payment Date in the amount of and solely payable from “Available Tax Increment,” which will mean, on each Payment Date, ___ percent of the Tax Increment attributable to the Redevelopment Property (defined in the Agreement) and paid to the HRA by Hennepin County in the six months preceding the Payment Date, all as the terms are defined in the Contract for Private Redevelopment between the HRA and Owner dated as of ______________, 202___ (the “Agreement”). Available Tax Increment will not include any Tax Increment if, as of any Payment Date, there is an uncured Event of Default by the Owner under the Agreement. At the sole discretion of the HRA, they may provide payment on the Note from other sources. The HRA will have no obligation to pay principal of and interest on this Note on each Payment Date from any source other than Available Tax Increment, and the failure of the HRA to pay the entire amount of principal or interest on this Note on any Payment Date will not constitute a default hereunder as long as the HRA pays principal and interest hereon to the extent of Available Tax Increment. The HRA will have no obligation to pay unpaid balance of principal or accrued interest that may remain after the final Payment on February 1, 20___. 4. Optional Prepayment. The principal sum and all accrued interest payable under this Note is prepayable in whole or in part at any time by HRA without premium or penalty. No partial prepayment will affect the amount or timing of any other regular payment otherwise required to be made under this Note. 5. Termination. At the HRA’s option, this Note will terminate and the HRA’s obligation to make any payments under this Note will be discharged upon the occurrence of an Event of Default on the part of the Redeveloper with respect to the relevant Phase applicable to this Note [a default with respect to any other Phase will not allow the HRA to terminate payments under this Note] as defined in Section 9.1 of the Agreement, but only if the Event of Default has not been cured in accordance with Section 9.2 of the Agreement. 6. Nature of Obligation. This Note is a single note in the total principal amount of $____________ issued to aid in financing certain public redevelopment costs and administrative costs of a Redevelopment Project undertaken by the HRA pursuant to Minnesota Statutes, Sections 469.001 through 469.047, as amended, and is issued pursuant to the resolution (the “Resolution”) duly adopted by the HRA on December 21, 2021, and pursuant to and in full conformity with the Constitution and laws of the State of Minnesota, including Minnesota Statutes, Sections 469.174 to 469.179, as amended. This Note is a limited obligation of the HRA which is payable solely from Available Tax Increment pledged to the payment hereof under the Resolution. This Note and the interest hereon will not be deemed to constitute a general obligation of the State of Minnesota or any political subdivision thereof, including, without limitation, the HRA or the City of Hopkins, Minnesota. Neither the State of Minnesota, nor any political subdivision thereof will be obligated to pay the principal of or interest on this Note or other costs incident hereto except out of Available Tax Increment, and neither the full faith and credit nor the taxing power of the State of Minnesota or any political subdivision thereof is pledged to the payment of the principal of or interest on this Note or other costs incident hereto. Execution Copy E-3 HP145-47-767778.v18 7. Estimated Tax Increment Payments. Any estimates of Tax Increment prepared by the HRA or its financial advisors in connection with the TIF District or the Agreement are for the benefit of the HRA, and are not intended as representations on which the Owner may rely. The HRA MAKES NO REPRESENTATION OR WARRANTY THAT THE AVAILABLE TAX INCREMENT WILL BE SUFFICIENT TO PAY THE PRINCIPAL OF AND INTEREST ON THIS NOTE. 8. Registration and Transfer. This Note is issuable only as a fully registered note without coupons. As provided in the Resolution, and subject to certain limitations set forth therein, this Note is transferable upon the books of the HRA kept for that purpose at the principal office of the Executive Director of the HRA as Registrar, by the Owner hereof in person or by the Owner’s attorney duly authorized in writing, upon surrender of this Note together with a written instrument of transfer satisfactory to the HRA, duly executed by the Owner. Upon the transfer or exchange and the payment by the Owner of any tax, fee, or governmental charge required to be paid by the HRA with respect to the transfer or exchange, there will be issued in the name of the transferee a new Note of the same aggregate principal amount, bearing interest at the same rate and maturing on the same dates. This Note will not be transferred to any person other than an affiliate, or other related entity, of the Owner unless the HRA has been provided with an investment letter in a form substantially similar to the investment letter submitted by the Owner or a certificate of the transferor, in a form satisfactory to the HRA, that the transfer is exempt from registration and prospectus delivery requirements of federal and applicable state securities laws. Notwithstanding the foregoing, Owner may grant, pledge and assign to any lender, to secure full payment and performance of its obligations under the loan, all of Owner’s right, title and interest in and to this Note. The HRA consents to the assignment of this Note to __________________________________________________, a Minnesota nonprofit corporation without the execution of an investment letter. IT IS HEREBY CERTIFIED AND RECITED that all acts, conditions, and things required by the Constitution and laws of the State of Minnesota to be done, to exist, to happen, and to be performed in order to make this Note a valid and binding limited obligation of the HRA according to its terms, have been done, do exist, have happened, and have been performed in due form, time and manner as so required. Execution Copy E-4 HP145-47-767778.v18 IN WITNESS WHEREOF, the board of commissioners of the Housing and Redevelopment Authority in and for the City of Hopkins, has caused this Note to be executed with the manual signatures of its Chair and Executive Director, all as of the Date of Original Issue specified above. HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF HOPKINS Chair Executive Director Execution Copy E-5 HP145-47-767778.v18 REGISTRATION PROVISIONS The ownership of the unpaid balance of the within Note is registered in the bond register of the Executive Director of the HRA, in the name of the person last listed below. Date of Registration Registered Owner Signature of HRA Executive Director Alatus Hopkins MD LLC, a Delaware limited liability company IDS Center 80 South 8th Street, Suite 4155 Minneapolis, MN 55402 Federal Tax ID # ______________ [End of Form of Note] Section 2. Terms, Execution and Delivery. 2.01. Denomination, Payment. The Note will be issued as a single typewritten note numbered R 1. The Note will be issuable only in fully registered form. Principal of and interest on the Note will be payable by check or draft issued by the Registrar described herein. 2.02. Dates; Interest Payment Dates. Principal of and interest on the Note will be payable by mail to the owner of record thereof as of the close of business on the fifteenth day of the month preceding the Payment Date, whether or not the day is a business day. 2.03. Registration. The HRA hereby appoints the Executive Director to perform the functions of registrar, transfer agent and paying agent (the “Registrar”). The effect of registration and the rights and duties of the HRA and the Registrar with respect thereto will be as follows: (a) Register. The Registrar will keep at their office a bond register in which the Registrar will provide for the registration of ownership of the Note and the registration of transfers and exchanges of the Note. (b) Transfer of Note. Upon surrender for transfer of the Note duly endorsed by the registered owner thereof or accompanied by a written instrument of transfer, in a form reasonably satisfactory to the Registrar, duly executed by the registered owner thereof or by an attorney duly authorized by the registered owner in writing, the Registrar will authenticate and deliver, in the name of the designated transferee or transferees, a new Note of a like aggregate principal amount and maturity, as requested by the transferor. Notwithstanding the foregoing, Execution Copy E-6 HP145-47-767778.v18 the Note will not be transferred except (1) to any person other than an affiliate, or other related entity, of the Owner unless the HRA has been provided with an investment letter in a form substantially similar to the investment letter submitted by the Owner or a certificate of the transferor, in a form satisfactory to the HRA, that the transfer is exempt from registration and prospectus delivery requirements of federal and applicable state securities laws, or (2) to any lenders of the note holder’s to secure full payment and performance of its obligations under a loan. The HRA consents to an assignment of the Note to _____________________________________, a Minnesota nonprofit corporation, without the execution of an investment letter. For all other assignments, the HRA shall require an investment letter from the assignee. The Registrar may close the books for registration of any transfer after the fifteenth day of the month preceding each Payment Date and until the Payment Date. (c) Cancellation. The Note surrendered upon any transfer will be promptly cancelled by the Registrar and thereafter disposed of as directed by the HRA. (d) Improper or Unauthorized Transfer. When the Note is presented to the Registrar for transfer, the Registrar may refuse to transfer the same until they are satisfied that the endorsement on the Note or separate instrument of transfer is legally authorized. The Registrar will incur no liability for their refusal, in good faith, to make transfers which they, in their judgment, deem improper or unauthorized. (e) Persons Deemed Owners. The HRA and the Registrar may treat the person in whose name the Note is at any time registered in the bond register as the absolute owner of the Note, whether the Note is overdue or not, for the purpose of receiving payment of, or on account of, the principal of and interest on the Note and for all other purposes, and all the payments so made to any registered owner or upon the owner’s order will be valid and effectual to satisfy and discharge the liability of the HRA upon the Note to the extent of the sum or sums so paid. (f) Taxes, Fees and Charges. For every transfer or exchange of the Note, the Registrar may impose a charge upon the owner thereof sufficient to reimburse the Registrar for any tax, fee, or other governmental charge required to be paid with respect to the transfer or exchange. (g) Mutilated, Lost, Stolen or Destroyed Note. In case the Note becomes mutilated or is lost, stolen, or destroyed, the Registrar will deliver a new Note of like amount, maturity dates and tenor in exchange and substitution for and upon cancellation of the mutilated Note or in lieu of and in substitution for the Note lost, stolen, or destroyed, upon the payment of the reasonable expenses and charges of the Registrar in connection therewith; and, in the case the Note lost, stolen, or destroyed, upon filing with the Registrar of evidence satisfactory to it that the Note was lost, stolen, or destroyed, and of the ownership thereof, and upon furnishing to the Registrar of an appropriate bond or indemnity in form, substance, and amount satisfactory to it, in which both the HRA and the Registrar will be named as obligees. The Note so surrendered to the Registrar will be cancelled and evidence of the cancellation will be given to the HRA. If the mutilated, lost, stolen, or destroyed Note has already matured or been called for redemption in accordance with its terms, it will not be necessary to issue a new Note prior to payment. Execution Copy E-7 HP145-47-767778.v18 2.04. Preparation and Delivery. The Note will be prepared under the direction of the Executive Director and will be executed on behalf of the HRA by the signatures of its Chair and Executive Director. In case any officer whose signature appears on the Note ceases to be the officer before the delivery of the Note, the signature will nevertheless be valid and sufficient for all purposes, the same as if the officer had remained in office until delivery. When the Note has been so executed, it will be delivered by the HRA to the Owner following the delivery of the necessary items delineated in Section 3.3 of the Agreement. Section 3. Security Provisions. 3.01. Pledge. The HRA hereby pledges to the payment of the principal of and interest on the Note all Available Tax Increment as defined in the Note. Available Tax Increment will be applied to payment of the principal of and interest on the Note in accordance with the terms of the form of Note set forth in Section 2 of this resolution. 3.02. Bond Fund. Until the date the Note is no longer outstanding and no principal thereof or interest thereon (to the extent required to be paid pursuant to this resolution) remains unpaid, the HRA will maintain a separate and special “Bond Fund” to be used for no purpose other than the payment of the principal of and interest on the Note. The HRA irrevocably agrees to appropriate to the Bond Fund in each year Available Tax Increment. Any Available Tax Increment remaining in the Bond Fund will be transferred to the HRA’s account for the TIF District upon the payment of all principal and interest to be paid with respect to the Note. Section 4. Certification of Proceedings. 4.01. Certification of Proceedings. The officers of the HRA are hereby authorized and directed to prepare and furnish to the Owner of the Note certified copies of all proceedings and records of the HRA, and the other affidavits, certificates, and information as may be required to show the facts relating to the legality and marketability of the Note as the same appear from the books and records under their custody and control or as otherwise known to them, and all the certified copies, certificates, and affidavits, including any heretofore furnished, will be deemed representations of the HRA as to the facts recited therein. Execution Copy F-1 HP145-47-767778.v18 EXHIBIT F DECLARATION OF RESTRICTIVE COVENANTS THIS DECLARATION OF RESTRICTIVE COVENANTS, dated _________________, 202__ (the “Declaration”), by ALATUS HOPKINS MD LLC, a Delaware limited liability company (the “Redeveloper”), is given to HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF HOPKINS, a public body corporate and politic under the laws of Minnesota (the “HRA”). RECITALS WHEREAS, the HRA and Redeveloper entered into that certain Contract for Private Development, dated _______________, 2022, filed _____________, 202__ in the Office of the County Recorder for Hennepin County as Document No. _________, and in the Office of the Registrar of Titles for Hennepin County as Document No. __________ (the “Contract”); and WHEREAS, pursuant to the Contract, the Redeveloper is obligated to cause construction of __________________________ (the “Project”) on the property described in EXHIBIT A hereto (the “Redevelopment Property”), and to cause compliance with certain affordability covenants described in Section 4.5 of the Contract; and WHEREAS, Section 4.5 of the Contract requires that the Redeveloper cause to be executed an instrument in recordable form substantially reflecting the covenants set forth in Section 4.5 of the Contract; and WHEREAS, the Redeveloper intends, declares, and covenants that the restrictive covenants set forth herein will be and are covenants running with the Redevelopment Property for the term described herein and binding upon all subsequent owners of the Redevelopment Property for the term described herein, and are not merely personal covenants of the Redeveloper; and WHEREAS, capitalized terms in this Declaration have the meaning provided in the Contract unless otherwise defined herein. NOW, THEREFORE, in consideration of the promises and covenants hereinafter set forth, and of other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Redeveloper agrees as follows: 1. Term of Restrictions. (a) Occupancy and Rental Restrictions. The term of the occupancy restrictions set forth in Section 3 and the term of rent restrictions set forth in Section 4 of this Declaration will commence on the date a Certificate of Occupancy is received from the City of Hopkins, Minnesota (the “City”) for the Project. The period from commencement to termination is the “Qualified Project Period.” (b) Termination of Declaration. This Declaration will terminate upon 30 years after the date a Certificate of Occupancy is received for the Project. Execution Copy F-2 HP145-47-767778.v18 (c) Removal from Real Estate Records. Upon termination of this Declaration, the HRA will, upon request by the Redeveloper or its assigns, file any document appropriate to remove this Declaration from the real estate records of Hennepin County, Minnesota. 2. Project Restrictions. (a) the Redeveloper represents, warrants, and covenants that: (i) All leases of units to Qualifying Tenants (as defined in Section 3(a)(i) hereof) will contain clauses, among others, wherein each individual lessee: (1) Certifies the accuracy of the statements made in its application and Eligibility Certification (as defined in Section 3(a)(ii) hereof); and (2) Agrees that the family income at the time the lease is executed will be deemed substantial and material obligation of the lessee’s tenancy; that the lessee will comply promptly with all requests for income and other information relevant to determining low or moderate income status from the Redeveloper or the HRA, and that the lessee’s failure or refusal to comply with a request for information with respect thereto will be deemed a violation of a substantial obligation of the lessee’s tenancy. (ii) the Redeveloper will permit any duly authorized representative of the HRA to inspect the books and records of the Redeveloper pertaining to the income of Qualifying Tenants residing in the Project. 3. Occupancy Restrictions. The Redeveloper represents, warrants, and covenants that: (a) Qualifying Tenants. From the commencement of the Qualified Project Period, ___ - percent (___%) of the rental Housing Units will be occupied (or treated as occupied as provided herein) or held vacant and available for occupancy by Qualifying Tenants. Qualifying Tenants means those persons and families who are determined from time to time by the Redeveloper to have combined adjusted income that does not exceed _____ percent (___%) or ____ percent (_0%) of the Area Median Income (“AMI”) for the applicable calendar year. For purposes of this definition, the occupants of a residential unit will not be deemed to be Qualifying Tenants if all the occupants of such residential unit at any time are “students,” as defined in Section 151(c)(4) of the Internal Revenue Code of 1986, as amended (the “Code”), not entitled to an exemption under the Code. The determination of whether an individual or family is of low or moderate income will be made at the time the tenancy commences and on an ongoing basis thereafter, determined at least annually. If during their tenancy a Qualifying Tenant’s income exceeds one hundred forty percent (140%) of the maximum income qualifying as low or moderate income for a family of its size, the next available unit (determined in accordance with the Code and applicable regulations) (the “Next Available Unit Rule”) must be leased to a Qualifying Tenant or held vacant and available for occupancy by a Qualifying Tenant. If the Next Available Unit Rule is violated, the Unit will not continue to be treated as a Qualifying Unit. Execution Copy F-3 HP145-47-767778.v18 (b) Certification of Tenant Eligibility. As a condition to initial and continuing occupancy, each person who is intended to be a Qualifying Tenant will be required annually to sign and deliver to the Redeveloper a Certification of Tenant Eligibility substantially in the form attached as EXHIBIT B hereto, or in any other form as may be approved by the HRA (the “Eligibility Certification”), in which the prospective Qualifying Tenant certifies as to qualifying as low or moderate income. In addition, the person will be required to provide whatever other information, documents, or certifications are deemed necessary by the HRA to substantiate the Eligibility Certification, on an ongoing annual basis, and to verify that the tenant continues to be a Qualifying Tenant within the meaning of Section 3(a) hereof. Eligibility Certifications will be maintained on file by the Redeveloper with respect to each Qualifying Tenant who resides in a Project unit or resided therein during the immediately preceding calendar year. (c) Lease. The form of lease to be utilized by the Redeveloper in renting any units in the Project to any person who is intended to be a Qualifying Tenant will provide for termination of the lease and consent by the person to immediate eviction for failure to qualify as a Qualifying Tenant as a result of any material misrepresentation made by the person with respect to the Eligibility Certification. (d) Annual Report. The Redeveloper covenants and agrees that during the term of this Declaration, it will prepare and submit to the HRA on or before January 31 of each year, a certificate substantially in the form of EXHIBIT C hereto, executed by the Redeveloper, (a) identifying the tenancies and the dates of occupancy (or vacancy) for all Qualifying Tenants in the Project, including the percentage of the dwelling units of the Project which were occupied by Qualifying Tenants (or held vacant and available for occupancy by Qualifying Tenants) at all times during the year preceding the date of the certificate; (b) describing all transfers or other changes in ownership of the Project or any interest therein; and (c) stating, that to the best knowledge of the person executing the certificate after due inquiry, all the units were rented or available for rental on a continuous basis during the year to members of the general public and that the Redeveloper was not otherwise in default under this Declaration during the year. (e) Notice of Non-Compliance. The Redeveloper will immediately notify the HRA if at any time during the term of this Declaration the dwelling units in the Project are not occupied or available for occupancy as required by the terms of this Declaration. 4. Rent Restrictions. For at least thirty years following the date the Project is placed in service, the rents for ____ percent (_0%) of the units and ___ percent (___%) of the units in the Project must not exceed ____ percent (_0%) or ___percent (___%) of the Area Median Income for the applicable calendar year. For each unit that the Redeveloper agrees to accept Section 8 vouchers for, such unit shall be deemed to meet the rent restrictions set forth in this Section 4. 5. Transfer Restrictions. The Redeveloper covenants and agrees that the Redeveloper will cause or require as a condition precedent to any conveyance, transfer, assignment, or any other disposition of the Project prior to the termination of the Rental Restrictions and Occupancy Restrictions provided herein (the “Transfer”) that the transferee of the Project pursuant to the Transfer assume in writing, in a form acceptable to the HRA, all duties and obligations of the Execution Copy F-4 HP145-47-767778.v18 Redeveloper under this Declaration, including this Section 4, in the event of a subsequent Transfer by the transferee prior to expiration of the Rental Restrictions and Occupancy Restrictions provided herein (the “Assumption Agreement”). The Redeveloper will deliver the Assumption Agreement to the HRA prior to the Transfer. 6. Enforcement. (a) The Redeveloper will permit, during normal business hours and upon reasonable notice, any duly authorized representative of the HRA to inspect any books and records of the Redeveloper regarding the Project with respect to the incomes of Qualifying Tenants. (b) The Redeveloper will submit any other information, documents or certifications requested by the HRA which the HRA deems reasonably necessary to substantial the Redeveloper’s continuing compliance with the provisions specified in this Declaration. (c) The Redeveloper acknowledges that the primary purpose for requiring compliance by the Redeveloper with the restrictions provided in this Declaration is to ensure compliance of the property with the housing affordability covenants set forth in Section 4.5 of the Contract, and by reason thereof, the Redeveloper, in consideration for assistance provided by the HRA under the Contract that makes possible the construction of the Minimum Improvements (as defined in the Contract) on the Redevelopment Property, hereby agrees and consents that the HRA will be entitled, for any breach of the provisions of this Declaration, and in addition to all other remedies provided by law or in equity, to enforce specific performance by the Redeveloper of its obligations under this Declaration in a state court of competent jurisdiction. The Redeveloper hereby further specifically acknowledges that the HRA cannot be adequately compensated by monetary damages in the event of any default hereunder. (d) The Redeveloper understands and acknowledges that, in addition to any remedy set forth herein for failure to comply with the restrictions set forth in this Declaration, the HRA may exercise any remedy available to it under Article IX of the Contract. 7. Indemnification. The Redeveloper hereby indemnifies, and agrees to defend and hold harmless, the HRA from and against all liabilities, losses, damages, costs, expenses (including reasonable attorneys’ fees and expenses), causes of action, suits, allegations, claims, demands, and judgments of any nature arising from the consequences of a legal or administrative proceeding or action brought against them, or any of them, on account of any failure by the Redeveloper to comply with the terms of this Declaration, or on account of any representation or warranty of the Redeveloper contained herein being untrue. 8. Agent of the HRA. Upon any default hereunder, after first providing the Redeveloper with a reasonable amount of time to cure such default, the HRA will have the right to appoint an agent to carry out any of its duties and obligations hereunder, and will inform the Redeveloper of any agency appointment by written notice. 9. Severability. The invalidity of any clause, part or provision of this Declaration will not affect the validity of the remaining portions thereof. Execution Copy F-5 HP145-47-767778.v18 10. Notices. All notices to be given pursuant to this Declaration must be in writing and will be deemed given when mailed by certified or registered mail, return receipt requested, to the parties hereto at the addresses set forth below, or to any other place as a party may from time to time designate in writing. The Redeveloper and the HRA may, by notice given hereunder, designate any further or different addresses to which subsequent notices, certificates, or other communications are sent. The initial addresses for notices and other communications are as follows: To the HRA: Housing and Redevelopment Authority in and for the City of Hopkins 1010 1st Street South Hopkins, MN 55343 Attn: Executive Director With a copy to: Scott J. Riggs Kennedy & Graven, Chartered 150 South 5th Street, Suite 700 Minneapolis, MN 55402 To the Redeveloper: Alatus Hopkins MD LLC IDS Center 80 South 8th Street, Suite 4155 Minneapolis, MN 55402 Attn: Robert Lux With Copies to: Winthrop & Weinstine, P.A. 225 South Sixth Street, Suite 3500 Minneapolis, MN 55402 Attn: John M. Stern 11. Governing Law. This Declaration is governed by the laws of the State of Minnesota and, where applicable, the laws of the United States of America. 12. Attorneys’ Fees. In case any action at law or in equity, including an action for declaratory relief, is brought against the Redeveloper to enforce the provisions of this Declaration, the Redeveloper agrees to pay the reasonable attorneys’ fees and other reasonable expenses paid or incurred by the HRA in connection with the action. 13. Declaration Binding. This Declaration and the covenants contained herein will run with the real property comprising the Project and will bind the Redeveloper and its successors and assigns and all subsequent owners of the Project or any interest therein, and the benefits will inure to the HRA and its successors and assigns for the term of this Declaration as provided in Section 1(b) hereof. [The remainder of this page has been left intentionally blank.] Execution Copy F-6 HP145-47-767778.v18 IN WITNESS WHEREOF, the Redeveloper has caused this Declaration of Restrictive Covenants to be signed by its respective duly authorized representatives, as of the day and year first written above. REDEVELOPER: ALATUS HOPKINS MD LLC By: ____________________________ ____________________________ Its: ____________________________ STATE OF MINNESOTA ) ) ss. COUNTY OF __________ ) The foregoing instrument was acknowledged before me this ______ day of ____________, 202__, by __________________________, the ____________ of Alatus Hopkins MD LLC, a Delaware limited company, on behalf of the company. __________________________________ Notary Public THIS INSTRUMENT WAS DRAFTED BY: Kennedy & Graven, Chartered (SJR) 150 South 5th Street, Suite 700 Minneapolis, MN 55402 (612) 337-9300 Execution Copy F-7 HP145-47-767778.v18 This Declaration is acknowledged and consented to by: HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF HOPKINS: By: ______________________________ Its: Chair By: ______________________________ Its: Executive Director STATE OF MINNESOTA ) ) ss. COUNTY OF HENNEPIN ) The foregoing instrument as acknowledged before me this _____ day of ____________, 202__, by ________________ and ________________________, the Chair and Executive Director of the Housing and Redevelopment Authority in and for the City of Hopkins, a public body corporate and politic under the laws of Minnesota, respectively, on behalf of the Housing and Redevelopment Authority. ____________________________________ Notary Public Execution Copy F-A-1 HP145-47-767778.v18 EXHIBIT A TO DECLARATION OF RESTRICTIVE COVENANTS Legal Description [INSERT LEGAL DESCRIPTION] Execution Copy F-B-1 HP145-47-767778.v18 EXHIBIT B TO DECLARATION OF RESTRICTIVE COVENANTS Certification of Tenant Eligibility (INCOME COMPUTATION AND CERTIFICATION) Project: [Address] Owner: Unit Type: ______ 1 BR _____ 2 BR _____ 3 BR ____4 BDRM 1. I/We, the undersigned, being first duly sworn, state that I/we have read and answered fully, frankly and personally each of the following questions for all persons (including minors) who are to occupy the unit in the above apartment development for which application is made, all of whom are listed below: Name of Members of the Household Relationship To Head of Household Age Place of Employment _____________ _____________ ___ _________________ _____________ _____________ ___ _________________ _____________ _____________ ___ _________________ _____________ _____________ ___ _________________ _____________ _____________ ___ _________________ Income Computation 2. The anticipated income of all the above persons during the 12-month period beginning this date, (a) including all wages and salaries, overtime pay, commissions, fees, tips and bonuses before payroll deductions; net income from the operation of a business or profession or from the rental of real or personal property (without deducting expenditures for business expansion or amortization of capital indebtedness); interest and dividends; the full amount of periodic payments received from social security, annuities, insurance policies, retirement funds, pensions, disability or death benefits and other similar types of periodic receipts; payments in lieu of earnings, such as unemployment and disability compensation, worker’s compensation and severance pay; the maximum amount of public assistance available to the above persons; periodic and determinable allowances, such as alimony and child support payments and regular contributions and gifts received from persons not residing in the dwelling; and all regular pay, special pay and allowances of a member of the Armed Forces (whether or not living in the dwelling) who is the head of the household or spouse; but Execution Copy F-B-2 HP145-47-767778.v18 (b) excluding casual, sporadic or irregular gifts; amounts which are specifically for or in reimbursement of medical expenses; lump sum additions to family assets, such as inheritances, insurance payments (including payments under health and accident insurance and workmen’s compensation), capital gains and settlement for personal or property losses; amounts of educational scholarships paid directly to the student or the educational institution, and amounts paid by the government to a veteran for use in meeting the costs of tuition, fees, books and equipment, but in either case only to the extent used for these types of purposes; special pay to a serviceman head of a family who is away from home and exposed to hostile fire; relocation payments under Title II of the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970; foster child care payments; the value of coupon allotments for the purchase of food pursuant to the Food Stamp Act of 1964 which is in excess of the amount actually charged for the allotments; and payments received pursuant to participation in ACTION volunteer programs, is as follows: $_____________. 3. If any of the persons described above (or whose income or contributions was included in item 2) has any savings, bonds, equity in real property or other form of capital investment, provide: (a) the total value of all such assets owned by all such persons: $____________; (b) the amount of income expected to be derived from such assets in the 12 month period commencing this date: $_______________; and (c) the amount of such income which is included in income listed in item 2: $__________. 4. (a) Will all of the persons listed in item 1 above be or have they been full-time students during five calendar months of this calendar year at an educational institution (other than a correspondence school) with regular faculty and students? Yes _________________ No ________________ (b) Is any such person (other than nonresident aliens) married and eligible to file a joint federal income tax return? Yes _________________ No ________________ THE UNDERSIGNED HEREBY CERTIFY THAT THE INFORMATION SET FORTH ABOVE IS TRUE AND CORRECT. THE UNDERSIGNED ACKNOWLEDGE THAT THE LEASE FOR THE UNIT TO BE OCCUPIED BY THE UNDERSIGNED WILL BE CANCELLED UPON 10 DAYS WRITTEN NOTICE IF ANY OF THE INFORMATION ABOVE IS NOT TRUE AND CORRECT. Execution Copy F-B-3 HP145-47-767778.v18 Head of Household Spouse Execution Copy F-B-3 HP145-47-767778.v18 FOR COMPLETION BY OWNER (OR ITS MANAGER) ONLY 1. Calculation of Eligible Tenant Income: (a) Enter amount entered for entire household in 2 above: $__________ (b) If the amount entered in 3(a) above is greater than $5,000, enter the greater of (i) the amount entered in 3(b) less the amount entered in 3(c) or (ii) 10% of the amount entered in 3(a): $__________ (c) TOTAL ELIGIBLE INCOME (Line 1(a) plus Line 1(b)): $__________ 2. The amount entered in 1(c) is less than or equal to 60% of median income for the area in which the Project is located, as defined in the Declaration. 60% is necessary for status as a “Qualifying Tenant” under Section 3(a) of the Declaration. 3. Number of apartment unit assigned: ___________. 4. This apartment unit was ____ was not ____ last occupied for a period of at least 31 consecutive days by persons whose aggregate anticipated annual income as certified in the above manner upon their initial occupancy of the apartment unit was less than or equal to 60% of Median Income in the area. 5. Check as applicable: _______ Applicant qualifies as a Qualifying Tenant (tenants of at least __ units must meet), or ____ Applicant otherwise qualifies to rent a unit. THE UNDERSIGNED HEREBY CERTIFIES THAT HE/SHE HAS NO KNOWLEDGE OF ANY FACTS WHICH WOULD CAUSE HIM/HER TO BELIEVE THAT ANY OF THE INFORMATION PROVIDED BY THE TENANT MAY BE UNTRUE OR INCORRECT. ALATUS HOPKINS MD LLC, a Delaware limited liability company By: ____________________________ ____________________________ Its: ____________________________ Execution Copy F-C-1 HP145-47-767778.v18 EXHIBIT C TO DECLARATION OF RESTRICTIVE COVENANTS Certificate of Continuing Program Compliance Date: ___________________ The following information with respect to the Project located at 325 Blake Road, Hopkins, Minnesota (the “Project”), is being provided by Alatus Hopkins MD LLC, a Delaware limited liability company, formed under the laws of Minnesota (the “Owner”) to the Housing and Redevelopment Authority in and for the City of Hopkins, a public body corporate and politic under the laws of Minnesota (“HRA”), pursuant to that certain Declaration of Restrictive Covenants, dated _________________, 202__ (the “Declaration”), with respect to the Project: (A) The total number of residential units which are available for occupancy is 120. The total number of these units occupied is _________________. (B) The following residential units (identified by unit number) are currently occupied by “Qualifying Tenants,” as the term is defined in the Declaration (for a total of ____units): 1 BR Units: 2 BR Units: 3 BR Units: (C) The following residential units which are included in (B) above, have been re-designated as units for Qualifying Tenants since _______________, 20___, the date on which the last “Certificate of Continuing Program Compliance” was filed with the HRA by the Owner: Unit Number Previous Designation of Unit (if any) Replacing Unit Number ___________ _________________ _________________ ___________ _________________ _________________ Execution Copy F-C-2 HP145-47-767778.v18 (D) The following residential units are considered to be occupied by Qualifying Tenants based on the information set forth below: Unit Number Name of Tenant Number of Persons Residing in the Unit Number of Bedrooms Total Adjusted Gross Income Date of Initial Occupancy Rent 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 (E) The Owner has obtained a “Certification of Tenant Eligibility,” in the form provided as EXHIBIT B to the Declaration, from each Tenant named in (D) above, and each such Certificate is being maintained by the Owner in its records with respect to the Project. Attached hereto is the most recent “Certification of Tenant Eligibility” for each Tenant named in (D) above who signed such a Certification since ______________, 20___, the date Execution Copy F-C-3 HP145-47-767778.v18 on which the last “Certificate of Continuing Program Compliance” was filed with the HRA by the Owner. (F) In renting the residential units in the Project, the Owner has not given preference to any particular group or class of persons (except for persons who qualify as Qualifying Tenants); and none of the units listed in (D) above have been rented for occupancy entirely by students, no one of which is entitled to file a joint return for federal income tax purposes. All of the residential units in the Project have been rented pursuant to a written lease, and the term of each lease is at least twelve (12) months. (G) The information provided in this “Certificate of Continuing Program Compliance” is accurate and complete, and no matters have come to the attention of the Owner which would indicate that any of the information provided herein, or in any “Certification of Tenant Eligibility” obtained from the Tenants named herein, is inaccurate or incomplete in any respect. (H) The Project is in continuing compliance with the Declaration. (I) The Owner certifies that as of the date hereof, 40% of the residential dwelling units in the Project are occupied or held open for occupancy by Qualifying Tenants, as defined and provided in the Declaration. (J) The rental levels for each Qualifying Tenant comply with the maximum permitted under the Declaration. Execution Copy F-C-4 HP145-47-767778.v18 IN WITNESS WHEREOF, I have hereunto affixed my signature, on behalf of the Owner, on ____________________, 202__. ALATUS HOPKINS MD LLC, a Delaware limited liability company By: ____________________________ ____________________________ Its: ____________________________ Execution Copy G-1 HP145-47-767778.v18 EXHIBIT G FORM OF MINIMUM ASSESSMENT AGREEMENT [This Minimum Assessment Agreement shall be updated from this generic form for each Phase of the Minimum Improvements.] THIS MINIMUM ASSESSMENT AGREEMENT, made on or as of the ____ day of ____________, 2021 (the “Minimum Assessment Agreement”), is between the Housing and Redevelopment Authority in and for the City of Hopkins, a public body corporate and politic under the laws of Minnesota (the “HRA”), and Alatus Hopkins MD LLC, a Delaware limited liability company, formed under the laws of Minnesota, (the “Redeveloper”). WITNESSETH WHEREAS, the HRA and the Redeveloper have entered into that certain Contract for Private Development, dated _______________, 202__ (the “Contract”), regarding the acquisition of property, the construction of multiple buildings containing approximately 800 multi-family units, with 688 units of apartments, and 112 senior cooperative units with affordable levels within each building; construction of 33 for sale town homes, 8,000 sq. ft. of ground floor retail, 1,000 sq. ft. sky lounge and two (2) 4,500 sq. ft. standalone restaurant pads (the “Minimum Improvements”), affordable to households as set forth in the Contract, to be constructed on property legally described in Exhibit A (the “Redevelopment Property”); and WHEREAS, the HRA and the Redeveloper desire to establish a minimum market value for the Redevelopment Property and the Minimum Improvements to be constructed thereon, pursuant to Minnesota Statutes, Section 469.177, subdivision 8; and WHEREAS, the HRA and the County Assessor (the “Assessor”) have reviewed the preliminary plans and specifications for the Minimum Improvements and have inspected such improvements; NOW, THEREFORE, the parties to this Minimum Assessment Agreement, in consideration of the promises, covenants and agreements made by each to the other, do hereby agree as follows: 1. All capitalized terms used herein and not otherwise defined have the definition given such terms in the Contract. 2. The minimum market value which shall be assessed for ad valorem tax purposes for the Redevelopment Property, together with the Minimum Improvements constructed thereon, shall be $__________ or such lesser amount as established by the applicable assessing agency as of January 2, 20__, notwithstanding the progress of construction by such date, until January 2, 20__. 3. The minimum market value which shall be assessed for ad valorem tax purposes for the Redevelopment Property, together with the Minimum Improvements constructed thereon, shall be $___________ or such lesser amount as established by the applicable assessing agency as of Execution Copy G-2 HP145-47-767778.v18 January 2, 20__, notwithstanding the progress of construction by such date, and as of each January 2 thereafter until termination of this Minimum Assessment Agreement under Section 4 hereof. 4. The minimum market value herein established shall be of no further force and effect and this Minimum Assessment Agreement shall terminate on the earlier of (i) date the principal of and interest on the Tax Increment Revenue Note delivered to the Redeveloper by the HRA pursuant to the terms of Contract is paid in full; or (ii) the date the Tax Increment Financing District No. 1-6 established by the HRA and the City of Hopkins, Minnesota is decertified. The HRA shall execute a certificate or affidavit upon the occurrence of a termination event referred to in this Section 4 indicating that this Minimum Assessment Agreement has terminated and shall supply such certificate to the Redeveloper for recording. 5. This Minimum Assessment Agreement shall be promptly recorded by the HRA. The Redeveloper shall pay all costs of recording. 6. Neither the preambles nor provisions of this Minimum Assessment Agreement are intended to, nor shall they be construed as, modifying the terms of the Contract. 7. This Minimum Assessment Agreement shall inure to the benefit of and be binding upon the successors and assigns of the parties. 8. Each of the parties has authority to enter into this Minimum Assessment Agreement and to take all actions required of it, and has taken all actions necessary to authorize the execution and delivery of this Minimum Assessment Agreement. 9. In the event any provision of this Minimum Assessment Agreement shall be held invalid and unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof. 10. The parties hereto agree that they will, from time to time, execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, such supplements, amendments and modifications hereto, and such further instruments as may reasonably be required for correcting any inadequate, or incorrect, or amended description of the Redevelopment Property or the Minimum Improvements or for carrying out the expressed intention of this Minimum Assessment Agreement. 11. This Minimum Assessment Agreement may not be amended nor any of its terms modified except by a writing authorized and executed by all parties hereto. 12. This Minimum Assessment Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. 13. This Minimum Assessment Agreement shall be governed by and construed in accordance with the laws of the State of Minnesota. (The remainder of this page is intentionally left blank.) Execution Copy G-3 HP145-47-767778.v18 IN WITNESS WHEREOF, the HRA and the Redeveloper have caused this Minimum Assessment Agreement to be executed in their respective corporate names by their duly authorized officers, all as of the date and year first written above. HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF HOPKINS: By: ______________________________ Its: Chair By: ______________________________ Its: Executive Director STATE OF MINNESOTA ) ) ss. COUNTY OF HENNEPIN ) The foregoing instrument as acknowledged before me this _____ day of ____________, 202__, by ________________ and ________________________, the Chair and Executive Director of the Housing and Redevelopment Authority in and for the City of Hopkins, a public body corporate and politic under the laws of Minnesota, respectively, on behalf of the Housing and Redevelopment Authority. ____________________________________ Notary Public This document was drafted by: KENNEDY & GRAVEN, CHARTERED (SJR) 150 South 5th Street, Suite 700 Minneapolis, MN 55402 Telephone: (612) 337-9300 Execution Copy G-4 HP145-47-767778.v18 REDEVELOPER: ALATUS HOPKINS MD LLC, a Delaware limited liability company By: ____________________________ ____________________________ Its: ____________________________ STATE OF MINNESOTA ) ) ss. COUNTY OF __________ ) The foregoing instrument was acknowledged before me this ______ day of ____________, 202__, by __________________________, the __________________ of Alatus Hopkins MD LLC, a Delaware limited company, on behalf of the company. __________________________________ Notary Public Execution Copy G-5 HP145-47-767778.v18 CERTIFICATION BY COUNTY ASSESSOR The undersigned, having reviewed the plans and specifications for the improvements to be constructed and the market value assigned to the land upon which the improvements are to be constructed, hereby certifies as follows: the undersigned Assessor, being legally responsible for the assessment of the above-described property, hereby certifies that the market values assigned to the land and improvements are reasonable. ASSESSOR FOR HENNEPIN COUNTY By STATE OF MINNESOTA ) ) ss. COUNTY OF HENNEPIN ) The foregoing instrument was acknowledged before me this ___ day of ____________, 202___, by _________________, the County Assessor of Hennepin County, Minnesota. Notary Public Execution Copy G-6 HP145-47-767778.v18 EXHIBIT A TO MINIMUM ASSESSMENT AGREEMENT LEGAL DESCRIPTION [INSERT LEGAL DESCRIPTION] Execution Copy H-1 HP145-47-767778.v18 EXHIBIT H TO REDEVELOPMENT AGREEMENT FORM OF INVESTMENT LETTER To Housing and Redevelopment Authority in and for the City of Hopkins (“HRA”) Attention: Executive Director Dated: __________________, 202___ Re: $__________ Tax Increment Revenue Note (Alatus Hopkins MD LLC TIF Project No. 1-6) - 325 Blake The undersigned, as Purchaser of $_________ in principal amount of the above- captioned Tax Increment Revenue Note (the “Note”), approved by the Board of Commissioners of the Housing and Redevelopment Authority in and for the City of Hopkins on ___________, 202__, hereby represents to you and to Kennedy & Graven, Chartered, Minneapolis, Minnesota, as legal counsel to the HRA, as follows: 1. [For First Purchaser - We understand and acknowledge that the Note is delivered to the Purchaser on this date pursuant to the Contract for Private Redevelopment by and between the HRA and the Purchaser dated September 1, 2022 (the “Agreement”)] [For All Subsequent Owners of Note – We acknowledge receipt of the Tax Increment Revenue Note (Alatus Hopkins MD LLC TIF Project No. 1-6) - 325 Blake, in the principal amount of $_________]. 2. The Note is payable as to principal and interest solely from Available Tax Increment pledged to the Note, as defined therein. 3. We have sufficient knowledge and experience in financial and business matters, including purchase and ownership of municipal obligations, to be able to evaluate the risks and merits of the investment represented by the purchase of the above-stated principal amount of the Note. 4. We acknowledge that no offering statement, prospectus, offering circular or other comprehensive offering document or disclosure containing material information with respect to the HRA and the Note has been issued or prepared by the HRA, and that, in due diligence, we have made our own inquiry and analysis with respect to the HRA, the Note and the security therefor, and other material factors affecting the security and payment of the Note. 5. We acknowledge that we have either been supplied with or have access to information, including financial statements and other financial information, to which a reasonable investor would attach significance in making investment decisions, and we have had the opportunity to ask questions and receive answers from knowledgeable individuals concerning the HRA, the Note and the security therefor, and that as reasonable investors we have been able to make our decision to purchase the above-stated principal amount of the Note. Execution Copy H-2 HP145-47-767778.v18 6. We have been informed that the Note (i) is not being registered or otherwise qualified for sale under the “Blue Sky” laws and regulations of any state, or under federal securities laws or regulations, (ii) will not be listed on any stock or other securities exchange, and (iii) will carry no rating from any rating service. 7. We acknowledge that the HRA and Kennedy & Graven, Chartered, as legal counsel to the HRA, have not made any representations or warranties as to the status of interest on the Note for the purpose of federal or state income taxation. 8. We represent to you that we are purchasing the Note for our own account and not for resale or other distribution thereof, except to the extent otherwise provided in the Note or as otherwise approved in writing by the HRA. 9. All capitalized terms used herein have the meaning provided in the Agreement unless the context clearly requires otherwise. 10. The Purchaser’s federal tax identification number is ____________ 11. We acknowledge receipt of the Note on the date hereof. IN WITNESS WHEREOF, the undersigned has executed this Investment Letter as of the date and year first written above. REDEVELOPER: ALATUS HOPKINS MD LLC, a Delaware limited company By: ____________________________ ____________________________ Its: Chief Manager Execution Copy I-1 HP145-47-767778.v18 EXHIBIT I TOTAL DEVELOPMENT COSTS Execution Copy I-2 HP145-47-767778.v18 Execution Copy I-3 HP145-47-767778.v18 Execution Copy J-1 HP145-47-767778.v18 EXHIBIT J SAMPLE LOCKBACK CALCULATION 1 HP145-47-820818.v3 PARTIAL ASSIGNMENT AND ASSUMPTION AGREEMENT THIS PARTIAL ASSIGNMENT AND ASSUMPTION AGREEMENT, made as of September 1, 2022 (the “Partial Assignment and Assumption Agreement”), is between Alatus Hopkins MD LLC, a Delaware limited liability company, as assignor (the “Redeveloper”), Alatus Hopkins LIHTC I LLC, a Minnesota limited liability company, as assignee (the “Affordable Housing Redeveloper”), the Housing and Redevelopment Authority in and for the City of Hopkins, a public body corporate and politic under the laws of Minnesota (the “HRA”), and the City of Hopkins, Minnesota, a Minnesota municipal corporation (the “City”). RECITALS WHEREAS, the City, the HRA, and the Redeveloper entered into a Contract for Private Redevelopment, dated as of September 1, 2022 (the “Contract”), pursuant to which the Redeveloper agreed to redevelop the property located at 325 Blake Road in the City (the “Redevelopment Property”) and construct multiple buildings containing approximately 800 multifamily units, with 688 rental apartment units and 112 senior cooperative units, meeting certain affordability levels within each building, approximately 33 for sale town homes, 8,000 square feet of ground-floor retail, a 1,000-square foot sky lounge, and two 4,500-square foot standalone restaurant pads (the “Minimum Improvements”); and WHEREAS, as part of the Minimum Improvements, the Redeveloper has proposed to construct approximately 116 multifamily housing units, with affordable levels within Building A as set forth in the Contract (the “Phase IA, Building A Minimum Improvements”), on the portion of the Redevelopment Property legally described in EXHIBIT A attached hereto (the “Phase IA, Building A Property”); and WHEREAS, as contemplated in the Contract, the HRA has proposed to make a subordinate loan to the Redeveloper (the “TIF Loan”) in the principal amount of $3,750,000 from pooled tax increment from Tax Increment Financing District No. 2-11 within Redevelopment Project No. 2 in the City to reimburse the Redeveloper for a portion of the Redeveloper’s redevelopment costs associated with Phase IA, Building A Minimum Improvements; and 2 HP145-47-820818.v3 WHEREAS, as contemplated in the Contract, the HRA has proposed to issue a tax increment revenue note (the “TIF Note”) in the maximum principal amount of $1,530,000 to the Redeveloper to reimburse the Redeveloper for a portion of the Redeveloper’s redevelopment costs with respect to the Phase IA, Building A Minimum Improvements, which TIF Note will be payable from tax increment revenue generated from property within Tax Increment Financing District No. 1-6 (325 Blake) within Redevelopment Project No. 1 in the City; and WHEREAS, in connection with the requirements and timing imperatives of certain other financing for the Phase IA, Building A Minimum Improvements, the Affordable Housing Developer was required to acquire fee title to the Phase IA, Building A Property on July 7, 2022; and WHEREAS, the Redeveloper has proposed to assign its rights and responsibilities with respect to the construction of the Phase IA, Building A Minimum Improvements to the Affordable Housing Redeveloper, which assignment is permissible under the terms of Section 8.2 of the Contract; and WHEREAS, the Redeveloper has proposed to assign its rights and responsibilities with respect to the Phase IA, Building A Minimum Improvements as well as its interest in the TIF Loan and the TIF Note to the Affordable Housing Redeveloper, and the Affordable Housing Redeveloper has proposed to assume the rights and responsibilities of the Redeveloper with respect to the Phase IA, Building A Minimum Improvements as well as the interest of the Affordable Housing Redeveloper in the TIF Loan and the TIF Note; and WHEREAS, the Redeveloper also intends to assign to the Affordable Housing Redeveloper all of the Redeveloper’s interest in and its rights and obligations under the Declaration of Restrictive Covenants and the Minimum Assessment Agreement to be executed in connection with the Phase IA, Building A Minimum Improvements; and NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1. Definitions. All capitalized terms not defined herein shall have the meanings given such terms in the Contract. 2. Partial Assignment and Assumption. Section 8.2 of the Contract allows the Redeveloper to assign its rights and duties under the Contract to another entity if: (a) the proposed transfer will occur prior to issuance of the Certificate of Completion for the Phase IA, Building A Minimum Improvements, the proposed transferee has the qualifications and financial responsibility, in the reasonable judgment of the HRA, necessary and adequate to fulfill the obligations undertaken in the Contractor by the Redeveloper; and (b) in all events, any proposed transferee expressly assumes to be bound by all of the obligations of the Redeveloper under the Contract. The Redeveloper hereby assigns to the Affordable Housing Redeveloper all of its interest in the Contract related to the construction of Phase IA, Building A Minimum Improvements and its rights and obligations under the Contract related to the construction of Phase IA, Building A Minimum Improvements. Additionally, the Redeveloper hereby assigns to 3 HP145-47-820818.v3 the Affordable Housing Redeveloper all of its interest in the Declaration of Restrictive Covenants related to rent and income restrictions for the Phase IA, Building A Minimum Improvements, and the Minimum Assessment Agreement related to the Phase IA, Building A Minimum Improvements and its rights and obligations under the Declaration of Restrictive Covenants related to rent and income restrictions for the Phase IA, Building A Minimum Improvements and the Minimum Assessment Agreement related to the Phase IA, Building A Minimum Improvements. The Affordable Housing Redeveloper hereby accepts such rights and assumes such obligations (the “Affordable Housing Redeveloper Obligations”), subject to the terms of this Partial Assignment and Assumption Agreement. The HRA and the City acknowledge and consent to such assignment and agree that the Affordable Housing Redeveloper satisfies the requirements of a transferee set forth in Section 8.2 of the Contract. 3. Covenants of Affordable Housing Redeveloper. The Affordable Housing Redeveloper expressly assumes all of the Affordable Housing Redeveloper Obligations with respect to the Phase IA, Building A Minimum Improvements, and the Affordable Housing Redeveloper agrees to be subject to all the conditions and restrictions to which the Redeveloper is subject under the Contract with respect to the Phase IA, Building A Minimum Improvements. 4. Release of Redeveloper. This Partial Assignment and Assumption Agreement shall be deemed to fully and unconditionally release and discharge the Redeveloper from any obligations with respect to the Affordable Housing Redeveloper Obligations, such obligations having been assumed by the Affordable Housing Redeveloper. 5. Assignment of Tax Increment Revenue. The Redeveloper assigns its interests in and rights to the TIF Loan to the Affordable Housing Redeveloper, and the Affordable Housing Redeveloper hereby assumes such interests and rights. The HRA and the City consent to such assignment and assumption. To document the TIF Loan, the HRA and the Affordable Housing Redeveloper will execute a Loan Agreement, and the Affordable Housing Redeveloper will execute and deliver a Promissory Note and a Mortgage to the HRA to evidence the Affordable Housing Redeveloper’s repayment obligations. Furthermore, the Redeveloper assigns its interests in and rights to the TIF Note to the Affordable Housing Redeveloper, and the Affordable Housing Redeveloper hereby assumes such interests and rights. The HRA and the City consent to such assignment and assumption. Upon the satisfaction of the conditions precedent to the issuance of the TIF Note set forth in the Contract, the HRA shall issue the TIF Note to the Affordable Housing Redeveloper. 6. Notices. For purposes of providing notice to the Redeveloper under the Contract with respect to the Phase IA, Building A Minimum Improvements, the Affordable Housing Redeveloper’s address is set forth below: 4 HP145-47-820818.v3 To the Affordable Housing Redeveloper: With copies to: And to: And to: Alatus Hopkins LIHTC I LLC c/o Alatus LLC 80 South Eighth Street, Suite 4155 Minneapolis, MN 55402 Attn: Robert C. Lux and Chris Osmundson Winthrop & Weinstine, P.A. 225 South Sixth Street, Suite 3500 Minneapolis, MN 55402 Attention: John M. Stern, Esq. Raymond James Tax Credit Fund XX L.L.C. c/o Raymond James Affordable Housing Investments 880 Carillon Parkway St. Petersburg, FL 33716 Attention: Steven J. Kropf Nixon Peabody LLP Exchange Place 53 State Street Boston, MA 02109 Attention: Nate Bernard, Esq. 7. Governing Law. It is agreed that this Partial Assignment and Assumption Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of Minnesota. 8. Entirety of Agreement. This Partial Assignment and Assumption Agreement shall constitute the entire agreement between the parties and any prior understanding or representation of any kind preceding the date of this Partial Assignment and Assumption Agreement shall not be binding upon either party except to the extent incorporated in this Agreement. 9. Modification. Any modification of this Partial Assignment and Assumption Agreement or additional obligation assumed by either party in connection with this Partial Assignment and Assumption Agreement shall be binding only if placed in writing and signed by each party or an authorized representative of each party. 10. Execution in Counterparts. This Partial Assignment and Assumption Agreement may be executed, acknowledged, and delivered in any number of counterparts and each of such counterparts shall constitute an original but all of which together shall constitute one agreement. 5 HP145-47-820818.v3 11. Recording. The HRA intends to record this Partial Assignment and Assumption Agreement among the land records of Hennepin County, Minnesota, and the Affordable Housing Redeveloper agrees to pay for the cost of recording same. 12. Understanding Regarding Phase IA, Building A Minimum Improvements. For the avoidance of doubt, the parties hereto understand that the Partial Assignment and Assumption Agreement only relates to the Phase IA, Building A Minimum Improvements. (The remainder of this page is intentionally left blank.) S-1 HP145-47-820818.v3 IN WITNESS WHEREOF, the Redeveloper, the Affordable Housing Redeveloper, the Authority, and the City have caused this Partial Assignment and Assumption Agreement to be executed as of the date and year first written above. ALATUS HOPKINS MD LLC, a Delaware limited liability company By Christian B. Osmundson Its Vice President STATE OF MINNESOTA ) ) SS. COUNTY OF _________ ) The foregoing instrument was acknowledged before me this ____ day of September, 2022, by Christian B. Osmundson, the Vice President of Alatus Hopkins MD LLC, a Delaware limited liability company, on behalf of the Redeveloper. Notary Public This instrument drafted by: KENNEDY & GRAVEN, CHARTERED (JAE) 150 South Fifth Street, Suite 700 Minneapolis, MN 55402 S-2 HP145-47-820818.v3 Execution page of the Affordable Housing Redeveloper, as assignee, to the Partial Assignment and Assumption Agreement, dated as of the date and year first written above. ALATUS HOPKINS LIHTC I LLC, a Minnesota limited liability company By: Alatus Hopkins LIHTC I MM LLC, a Minnesota limited liability company Its: Managing Member By: Name: Christian B. Osmundson Title: Vice President STATE OF MINNESOTA ) ) ss COUNTY OF ____________ ) The foregoing instrument was acknowledged before me this ____ day of September, 2022, by Christian B. Osmundson, the Vice President of Alatus Hopkins LIHTC I MM LLC, a Minnesota limited liability company, the managing member of Alatus Hopkins LIHTC I LLC, a Minnesota limited liability company, on behalf of the Affordable Housing Redeveloper. Notary Public S-3 HP145-47-820818.v3 Execution page of the HRA to the Partial Assignment and Assumption Agreement, dated as of the date and year first written above. HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF HOPKINS By Its Chair By Its Executive Director STATE OF MINNESOTA ) ) SS. COUNTY OF HENNEPIN ) The foregoing instrument was acknowledged before me this ____ day of September, 2022, by Patrick Hanlon, the Chair of the Housing and Redevelopment Authority in and for the City of Hopkins, a public body corporate and politic under the laws of Minnesota, on behalf of the HRA. Notary Public STATE OF MINNESOTA ) ) SS. COUNTY OF HENNEPIN ) The foregoing instrument was acknowledged before me this ____ day of September, 2022, by Michael Mornson, the Executive Director of the Housing and Redevelopment Authority in and for the City of Hopkins, a public body corporate and politic under the laws of Minnesota, on behalf of the HRA. Notary Public S-4 HP145-47-820818.v3 Execution page of the City to the Partial Assignment and Assumption Agreement, dated as of the date and year first written above. CITY OF HOPKINS, MINNESOTA By Its Mayor By Its City Manager STATE OF MINNESOTA ) ) SS. COUNTY OF HENNEPIN ) The foregoing instrument was acknowledged before me this ____ day of September, 2022, by Patrick Hanlon, the Mayor of the City of Hopkins, Minnesota, a Minnesota municipal corporation, on behalf of the City. Notary Public STATE OF MINNESOTA ) ) SS. COUNTY OF HENNEPIN ) The foregoing instrument was acknowledged before me this ____ day of September, 2022, by Michael Mornson, the City Manager of the City of Hopkins, Minnesota, a Minnesota municipal corporation, on behalf of the City. Notary Public A-1 HP145-47-820818.v3 EXHIBIT A LEGAL DESCRIPTION Real property in the City of Hopkins, County of Hennepin, State of Minnesota, described as follows: Lot 2, Block 2, Mile 14 On Minnehaha Creek, according to the recorded plat thereof, Hennepin County, Minnesota. Torrens Property. 1 HP145-47-807625.v5 DECLARATION OF RESTRICTIVE COVENANTS THIS DECLARATION OF RESTRICTIVE COVENANTS, dated as of September 1, 2022 (the “Declaration”), is between the HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF HOPKINS, a public body corporate and politic under the laws of Minnesota (the “HRA”), and ALATUS HOPKINS LIHTC I LLC, a Minnesota limited liability company (the “Affordable Housing Redeveloper”) and an affiliate of Alatus Hopkins MD LLC, a Delaware limited liability company (the “Redeveloper”). RECITALS WHEREAS, the HRA and the Redeveloper have entered into that certain Contract for Private Redevelopment, dated as of September 1, 2022 (the “Contract”), regarding, among other things, the acquisition of certain property, the construction of “Phase IA, Building A” (as described in the Contract) containing approximately 116 multi-family units (the “Housing Units”), with affordable levels within Building A as set forth in the Contract (the “Phase IA, Building A Minimum Improvements”) to be constructed on property legally described in EXHIBIT A attached hereto (the “Phase IA, Building A Property”); and WHEREAS, in connection with the requirements and timing imperatives of certain other financing for the Phase IA, Building A Minimum Improvements, the Affordable Housing Developer was required to acquire fee title to the Phase IA, Building A Property on July 7, 2022; and WHEREAS, the HRA, the City of Hopkins, Minnesota (the “City”), the Redeveloper, and the Affordable Housing Redeveloper have entered into a Partial Assignment and Assumption Agreement, dated as of September 1, 2022, pursuant to which the Redeveloper assigns and the Affordable Housing Redeveloper assumes the portion of the Contract related to the construction of Phase IA, Building A Minimum Improvements, a Minimum Assessment Agreement, and this Declaration of Restrictive Covenants related to rent and income restrictions for the Phase IA, Building A; and WHEREAS, the Affordable Housing Redeveloper intends, declares, and covenants that the restrictive covenants set forth herein will be and are covenants running with the Phase IA, Building A Property for the term described herein and binding upon all subsequent owners of the Phase IA, 2 HP145-47-807625.v5 Building A Property for the term described herein, and are not merely personal covenants of the Affordable Housing Redeveloper; and WHEREAS, capitalized terms in this Declaration have the meaning provided in the Contract unless otherwise defined herein. NOW, THEREFORE, in consideration of the promises and covenants hereinafter set forth, and of other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Affordable Housing Redeveloper agrees as follows: 1. Term of Restrictions. (a) Occupancy and Rental Restrictions. The term of the occupancy restrictions set forth in Section 3 and the term of rent restrictions set forth in Section 4 of this Declaration will commence on the date a Certificate of Occupancy is received from the City for the Phase IA, Building A Minimum Improvements. The period from commencement to termination is the “Qualified Project Period.” (b) Termination of Declaration. This Declaration will terminate upon 30 years after the date a Certificate of Occupancy is received for the Phase IA, Building A Minimum Improvements. (c) Removal from Real Estate Records. Upon termination of this Declaration, the HRA will, upon request by the Affordable Housing Redeveloper or its assigns, file any document appropriate to remove this Declaration from the real estate records of Hennepin County, Minnesota. 2. Phase IA, Building A Minimum Improvements Restrictions. (a) the Affordable Housing Redeveloper represents, warrants, and covenants that: (i) All leases of units to Qualifying Tenants (as defined in Section 3(a) hereof) will contain clauses, among others, wherein each individual lessee: (1) Certifies the accuracy of the statements made in its application and Eligibility Certification (as defined in Section 3(b) hereof); and (2) Agrees that the family income at the time the lease is executed will be deemed substantial and material obligation of the lessee’s tenancy; that the lessee will comply promptly with all requests for income and other information relevant to determining low or moderate income status from the Affordable Housing Redeveloper or the HRA, and that the lessee’s failure or refusal to comply with a request for information with respect thereto will be deemed a violation of a substantial obligation of the lessee’s tenancy. 3 HP145-47-807625.v5 (ii) The Affordable Housing Redeveloper will permit any duly authorized representative of the HRA to inspect the books and records of the Affordable Housing Redeveloper pertaining to the income of Qualifying Tenants residing in the Phase IA, Building A Minimum Improvements. 3. Occupancy Restrictions. The Affordable Housing Redeveloper represents, warrants, and covenants that: (a) Qualifying Tenants. From the commencement of the Qualified Project Period, one hundred percent (100%) of the rental Housing Units will be occupied or held vacant and available for occupancy by Qualifying Tenants. Qualifying Tenants means those persons and families who are determined from time to time by the Affordable Housing Redeveloper to have combined adjusted income that does not exceed: (i) for three Housing Units, thirty percent (30%) or less of the Area Median Income (“AMI”) for the applicable calendar year; (ii) for six Housing Units, sixty percent (60%) of AMI; and (iii) for one hundred seven Housing Units, fifty percent (50%) of AMI. For purposes of this definition, the occupants of a residential unit will not be deemed to be Qualifying Tenants if all the occupants of such residential unit at any time are “students,” as defined in Section 151(c)(4) of the Internal Revenue Code of 1986, as amended (the “Code”), not entitled to an exemption under the Code. The determination of whether an individual or family is of low or moderate income will be made at the time the tenancy commences and on an ongoing basis thereafter, determined at least annually. If during their tenancy a Qualifying Tenant’s income exceeds one hundred forty percent (140%) of the maximum income qualifying as low or moderate income for a family of its size, the next available unit (determined in accordance with the Code and applicable regulations) (the “Next Available Unit Rule”) must be leased to a Qualifying Tenant or held vacant and available for occupancy by a Qualifying Tenant. If the Next Available Unit Rule is violated, the Unit will not continue to be treated as a Qualifying Unit. (b) Certification of Tenant Eligibility. As a condition to initial and continuing occupancy, each person who is intended to be a Qualifying Tenant will be required annually to sign and deliver to the Affordable Housing Redeveloper a Certification of Tenant Eligibility substantially in the form attached as EXHIBIT B hereto, or in any other form as may be approved by the HRA (the “Eligibility Certification”), in which the prospective Qualifying Tenant certifies as to qualifying as low or moderate income. In addition, the person will be required to provide whatever other information, documents, or certifications are deemed necessary by the HRA to substantiate the Eligibility Certification, on an ongoing annual basis, and to verify that the tenant continues to be a Qualifying Tenant within the meaning of Section 3(a) hereof. Eligibility Certifications will be maintained on file by the Affordable Housing Redeveloper with respect to each Qualifying Tenant who resides in a Phase IA, Building A Minimum Improvements unit or resided therein during the immediately preceding calendar year. (c) Lease. The form of lease to be utilized by the Affordable Housing Redeveloper in renting any units in the Phase IA, Building A Minimum Improvements to any person who is intended to be a Qualifying Tenant will provide for termination of the lease and consent by the person to 4 HP145-47-807625.v5 immediate eviction for failure to qualify as a Qualifying Tenant as a result of any material misrepresentation made by the person with respect to the Eligibility Certification. (d) Annual Report. The Affordable Housing Redeveloper covenants and agrees that during the term of this Declaration, it will prepare and submit to the HRA on or before January 31 of each year, a certificate substantially in the form of EXHIBIT C hereto, executed by the Affordable Housing Redeveloper, (a) identifying the tenancies and the dates of occupancy (or vacancy) for all Qualifying Tenants in the Phase IA, Building A Minimum Improvements, including the percentage of the dwelling units of the Phase IA, Building A Minimum Improvements which were occupied by Qualifying Tenants (or held vacant and available for occupancy by Qualifying Tenants) at all times during the year preceding the date of the certificate; (b) describing all transfers or other changes in ownership of the Phase IA, Building A Minimum Improvements or any interest therein; and (c) stating, that to the best knowledge of the person executing the certificate after due inquiry, all the units were rented or available for rental on a continuous basis during the year to members of the general public and that the Affordable Housing Redeveloper was not otherwise in default under this Declaration during the year. (e) Notice of Non-Compliance. The Affordable Housing Redeveloper will immediately notify the HRA if at any time during the term of this Declaration the dwelling units in the Phase IA, Building A Minimum Improvements are not occupied or available for occupancy as required by the terms of this Declaration. 4. Rent Restrictions. For at least thirty years following the date the Phase IA, Building A Minimum Improvements is placed in service, the rents for Housing Units shall not exceed thirty percent (30%) of the imputed income limitation applicable to such Housing Unit as described in Section 42(d)(2) of the Code. 5. Transfer Restrictions. The Affordable Housing Redeveloper covenants and agrees that the Affordable Housing Redeveloper will cause or require as a condition precedent to any conveyance, transfer, assignment, or any other disposition of the Phase IA, Building A Minimum Improvements prior to the termination of the Rental Restrictions and Occupancy Restrictions provided herein (the “Transfer”) that the transferee of the Phase IA, Building A Minimum Improvements pursuant to the Transfer assume in writing, in a form acceptable to the HRA, all duties and obligations of the Affordable Housing Redeveloper under this Declaration, including this Section 5, in the event of a subsequent Transfer by the transferee prior to expiration of the Rental Restrictions and Occupancy Restrictions provided herein (the “Assumption Agreement”). The Affordable Housing Redeveloper will deliver the Assumption Agreement (to which the HRA shall be a party) to the HRA prior to the Transfer for review and approval by the HRA. The following transfers are expressly permitted by the HRA: (i) any transfer(s) of any or all of the Investor Member’s membership interest in the Affordable Housing Developer; (ii) Investor Member’s right to remove and/or replace the managing member of Affordable Housing Redeveloper pursuant to the Affordable Housing Redeveloper’s Second Amended and Restated Operating Agreement dated as of September 1, 2022, as may be amended from time to time (“Operating Agreement”); and (iii) the effect, existence and any transfers pursuant to that certain Managing Member Pledge and 5 HP145-47-807625.v5 Security Agreement in favor of Investor Member pursuant to the Operating Agreement. The “Investor Member” is Raymond James Tax Credit Fund XX L.L.C. 6. Enforcement. (a) The Affordable Housing Redeveloper will permit, during normal business hours and upon reasonable notice, any duly authorized representative of the HRA to inspect any books and records of the Affordable Housing Redeveloper regarding the Phase IA, Building A Minimum Improvements with respect to the incomes of Qualifying Tenants. (b) The Affordable Housing Redeveloper will submit any other information, documents or certifications requested by the HRA which the HRA deems reasonably necessary to substantial the Affordable Housing Redeveloper’s continuing compliance with the provisions specified in this Declaration. (c) The Affordable Housing Redeveloper acknowledges that the primary purpose for requiring compliance by the Affordable Housing Redeveloper with the restrictions provided in this Declaration is to ensure compliance of the property with the housing affordability covenants set forth in Section 4.5 of the Contract, and by reason thereof, the Affordable Housing Redeveloper, in consideration for assistance provided by the HRA under the Contract that makes possible the construction of the Phase IA, Building A Minimum Improvements on the Phase IA, Building A Property, hereby agrees and consents that the HRA will be entitled, for any breach of the provisions of this Declaration, and in addition to all other remedies provided by law or in equity, to enforce specific performance by the Affordable Housing Redeveloper of its obligations under this Declaration in a state court of competent jurisdiction. The Affordable Housing Redeveloper hereby further specifically acknowledges that the HRA cannot be adequately compensated by monetary damages in the event of any default hereunder. (d) The Affordable Housing Redeveloper understands and acknowledges that, in addition to any remedy set forth herein for failure to comply with the restrictions set forth in this Declaration, the HRA may exercise any remedy available to it under Article IX of the Contract. 7. Indemnification. The Affordable Housing Redeveloper hereby indemnifies, and agrees to defend and hold harmless, the HRA from and against all liabilities, losses, damages, costs, expenses (including reasonable attorneys’ fees and expenses), causes of action, suits, allegations, claims, demands, and judgments of any nature arising from the consequences of a legal or administrative proceeding or action brought against them, or any of them, on account of any failure by the Affordable Housing Redeveloper to comply with the terms of this Declaration, or on account of any representation or warranty of the Affordable Housing Redeveloper contained herein being untrue. 8. Agent of the HRA. Upon any default hereunder, after first providing the Affordable Housing Redeveloper with a reasonable amount of time to cure such default, the HRA will have the 6 HP145-47-807625.v5 right to appoint an agent to carry out any of its duties and obligations hereunder, and will inform the Affordable Housing Redeveloper of any agency appointment by written notice. 9. Severability. The invalidity of any clause, part or provision of this Declaration will not affect the validity of the remaining portions thereof. 10. Notices. All notices to be given pursuant to this Declaration must be in writing and will be deemed given when mailed by certified or registered mail, return receipt requested, to the parties hereto at the addresses set forth below, or to any other place as a party may from time to time designate in writing. The Affordable Housing Redeveloper and the HRA may, by notice given hereunder, designate any further or different addresses to which subsequent notices, certificates, or other communications are sent. The initial addresses for notices and other communications are as follows: To the HRA: Housing and Redevelopment Authority in and for the City of Hopkins 1010 1st Street South Hopkins, MN 55343 Attn: Executive Director With a copy to: Kennedy & Graven, Chartered 150 South 5th Street, Suite 700 Minneapolis, MN 55402 Attn: Scott Riggs To Affordable Housing Developer Alatus Hopkins LIHTC I LLC c/o Alatus LLC 80 South 8th Street, Suite 4155 Minneapolis, MN 55402 Attn: Robert Lux and Chris Osmundson With a copy to: Winthrop & Weinstine, P.A. 225 South Sixth Street, Suite 3500 Minneapolis, MN 55402 Attn: John M. Stern To Investor Member of Borrower Raymond James Tax Credit Fund XX L.L.C. c/o Raymond James Affordable Housing Investments, Inc. 880 Carillon Parkway St. Petersburg, FL 33716 Attn: Steven J. Kropf, President 7 HP145-47-807625.v5 With a copy to Nixon Peabody LLP Exchange Place 53 State Street Boston, MA 02109 Attn: Nate Bernard, Esq. 11. Governing Law. This Declaration is governed by the laws of the State of Minnesota and, where applicable, the laws of the United States of America. 12. Attorneys’ Fees. In case any action at law or in equity, including an action for declaratory relief, is brought against the Affordable Housing Redeveloper to enforce the provisions of this Declaration, the Affordable Housing Redeveloper agrees to pay the reasonable attorneys’ fees and other reasonable expenses paid or incurred by the HRA in connection with the action. 13. Declaration Binding. This Declaration and the covenants contained herein will run with the real property comprising the Phase IA, Building A Minimum Improvements and will bind the Affordable Housing Redeveloper and its successors and assigns and all subsequent owners of the Phase IA, Building A Minimum Improvements or any interest therein, and the benefits will inure to the HRA and its successors and assigns for the term of this Declaration as provided in Section 1(b) hereof. [The remainder of this page has been left intentionally blank.] S-1 HP145-47-807625.v5 IN WITNESS WHEREOF, the Affordable Housing Redeveloper has caused this Declaration of Restrictive Covenants to be signed by its respective duly authorized representatives, as of the day and year first written above. ALATUS HOPKINS LIHTC I LLC, a Minnesota limited liability company By:Alatus Hopkins LIHTC I MM LLC, a Minnesota limited liability company Its: Managing Member By:____________________________ Name: Christian B. Osmundson Its: Vice President STATE OF MINNESOTA ) ) ss. COUNTY OF ____________ ) The foregoing instrument was acknowledged before me this _____ day of September, 2022, by Christian B. Osmundson, the Vice President of Alatus Hopkins LIHTC I MM LLC, a Minnesota limited liability company, the Managing Member of Alatus Hopkins LIHTC I LLC, a Minnesota limited liability company, on behalf of the limited liability company. Notary Public THIS INSTRUMENT WAS DRAFTED BY: Kennedy & Graven, Chartered (SJR) 150 South 5th Street, Suite 700 Minneapolis, MN 55402 (612) 337-9300 S-2 HP145-47-807625.v5 This Declaration is acknowledged and consented to by: HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF HOPKINS By: Patrick Hanlon Its: Chair By: Michael Mornson Its: Executive Director STATE OF MINNESOTA ) ) ss. COUNTY OF HENNEPIN ) The foregoing instrument as acknowledged before me this _____ day of September, 2022, by Patrick Hanlon, the Chair of the Housing and Redevelopment Authority in and for the City of Hopkins, a public body corporate and politic under the laws of Minnesota, on behalf of the Housing and Redevelopment Authority. ____________________________________ Notary Public STATE OF MINNESOTA ) ) ss. COUNTY OF HENNEPIN ) The foregoing instrument as acknowledged before me this _____ day of September, 2022, by Michael Mornson, the Executive Director of the Housing and Redevelopment Authority in and for the City of Hopkins, a public body corporate and politic under the laws of Minnesota, on behalf of the Housing and Redevelopment Authority. ____________________________________ Notary Public A-1 HP145-47-807625.v5 EXHIBIT A Legal Description Real property in the City of Hopkins, County of Hennepin, State of Minnesota, described as follows: Lot 2, Block 2, Mile 14 On Minnehaha Creek, according to the recorded plat thereof, Hennepin County, Minnesota. Torrens Property. B-3 HP145-47-807625.v5 EXHIBIT B Certification of Tenant Eligibility (INCOME COMPUTATION AND CERTIFICATION) Phase IA, Building A Minimum Improvements: 325 Blake Road, Hopkins, Minnesota Owner: ________________________________ Unit Type: ______ 1 BR _____ 2 BR _____ 3 BR ____4 BR 1. I/We, the undersigned, being first duly sworn, state that I/we have read and answered fully, frankly and personally each of the following questions for all persons (including minors) who are to occupy the unit in the above apartment development for which application is made, all of whom are listed below: Name of Members of the Household Relationship To Head of Household Age Place of Employment _____________ _____________ ___ _________________ _____________ _____________ ___ _________________ _____________ _____________ ___ _________________ _____________ _____________ ___ _________________ _____________ _____________ ___ _________________ Income Computation 2. The anticipated income of all the above persons during the 12-month period beginning this date, (a) including all wages and salaries, overtime pay, commissions, fees, tips and bonuses before payroll deductions; net income from the operation of a business or profession or from the rental of real or personal property (without deducting expenditures for business expansion or amortization of capital indebtedness); interest and dividends; the full amount of periodic payments received from social security, annuities, insurance policies, retirement funds, pensions, disability or death benefits and other similar types of periodic receipts; payments in lieu of earnings, such as unemployment and disability compensation, worker’s compensation and severance pay; the maximum amount of public assistance available to the above persons; periodic and determinable allowances, such as alimony and child support payments and regular contributions and gifts received from persons not residing in the dwelling; and all regular pay, special pay and allowances of a member of the Armed Forces (whether or not living in the dwelling) who is the head of the household or spouse; but (b) excluding casual, sporadic or irregular gifts; amounts which are specifically for or in reimbursement of medical expenses; lump sum additions to family assets, such as B-3 HP145-47-807625.v5 inheritances, insurance payments (including payments under health and accident insurance and workmen’s compensation), capital gains and settlement for personal or property losses; amounts of educational scholarships paid directly to the student or the educational institution, and amounts paid by the government to a veteran for use in meeting the costs of tuition, fees, books and equipment, but in either case only to the extent used for these types of purposes; special pay to a serviceman head of a family who is away from home and exposed to hostile fire; relocation payments under Title II of the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970; foster child care payments; the value of coupon allotments for the purchase of food pursuant to the Food Stamp Act of 1964 which is in excess of the amount actually charged for the allotments; and payments received pursuant to participation in ACTION volunteer programs, is as follows: $_____________. 3. If any of the persons described above (or whose income or contributions was included in item 2) has any savings, bonds, equity in real property or other form of capital investment, provide: (a) the total value of all such assets owned by all such persons: $____________; (b) the amount of income expected to be derived from such assets in the 12 month period commencing this date: $_______________; and (c) the amount of such income which is included in income listed in item 2: $__________. 4. (a) Will all of the persons listed in item 1 above be or have they been full-time students during five calendar months of this calendar year at an educational institution (other than a correspondence school) with regular faculty and students? Yes _________________ No ________________ (b) Is any such person (other than nonresident aliens) married and eligible to file a joint federal income tax return? Yes _________________ No ________________ THE UNDERSIGNED HEREBY CERTIFY THAT THE INFORMATION SET FORTH ABOVE IS TRUE AND CORRECT. THE UNDERSIGNED ACKNOWLEDGE THAT THE LEASE FOR THE UNIT TO BE OCCUPIED BY THE UNDERSIGNED WILL BE CANCELLED UPON 10 DAYS WRITTEN NOTICE IF ANY OF THE INFORMATION ABOVE IS NOT TRUE AND CORRECT. Head of Household Spouse B-3 HP145-47-807625.v5 FOR COMPLETION BY OWNER (OR ITS MANAGER) ONLY 1. Calculation of Eligible Tenant Income: (a) Enter amount entered for entire household in 2 above: $__________ (b) If the amount entered in 3(a) above is greater than $5,000, enter the greater of (i) the amount entered in 3(b) less the amount entered in 3(c) or (ii) 10% of the amount entered in 3(a): $__________ (c) TOTAL ELIGIBLE INCOME (Line 1(a) plus Line 1(b)): $__________ 2. The amount entered in 1(c) is less than or equal to [30%] [50%] [60%] of median income for the area in which the Phase IA, Building A Minimum Improvements is located, as defined in the Declaration. 3. Number of apartment unit assigned: ___________. 4. This apartment unit was ____ was not ____ last occupied for a period of at least 31 consecutive days by persons whose aggregate anticipated annual income as certified in the above manner upon their initial occupancy of the apartment unit was less than or equal to [30%] [50%] [60%] of Median Income in the area. 5. Check as applicable: _______ Applicant qualifies as a Qualifying Tenant (tenants of at least __ units must meet), or ____ Applicant otherwise qualifies to rent a unit. THE UNDERSIGNED HEREBY CERTIFIES THAT HE/SHE HAS NO KNOWLEDGE OF ANY FACTS WHICH WOULD CAUSE HIM/HER TO BELIEVE THAT ANY OF THE INFORMATION PROVIDED BY THE TENANT MAY BE UNTRUE OR INCORRECT. ALATUS HOPKINS LIHTC I LLC, a Minnesota limited liability company By:Alatus Hopkins LIHTC I MM LLC, a Minnesota limited liability company Its: Managing Member By: ____________________________ ____________________________ Its: ____________________________ C-1 HP145-47-807625.v5 EXHIBIT C Certificate of Continuing Program Compliance Date: ___________________ The following information with respect to the Phase IA, Building A Minimum Improvements located at 325 Blake Road, Hopkins, Minnesota (the “Phase IA, Building A Minimum Improvements”), is being provided by Alatus Hopkins LIHTC 1 LLC, a Minnesota limited liability company (the “Owner”), to the Housing and Redevelopment Authority in and for the City of Hopkins, a public body corporate and politic under the laws of Minnesota (the “HRA”), pursuant to that certain Declaration of Restrictive Covenants, dated as of September 1, 2022 (the “Declaration”), with respect to the Phase IA, Building A Minimum Improvements: (A) The total number of residential units which are available for occupancy is 116. The total number of these units occupied is _________________. (B) The following residential units (identified by unit number) are currently occupied by “Qualifying Tenants,” as the term is defined in the Declaration (for a total of ____ units): 1 BR Units: 2 BR Units: 3 BR Units: 4 BR Units: (C) The following residential units which are included in (B) above, have been re-designated as units for Qualifying Tenants since _______________, 20___, the date on which the last “Certificate of Continuing Program Compliance” was filed with the HRA by the Owner: Unit Number Previous Designation of Unit (if any) Replacing Unit Number ___________ _________________ _________________ ___________ _________________ _________________ C-2 HP145-47-807625.v5 (D) The following residential units are considered to be occupied by Qualifying Tenants based on the information set forth below: Unit Number Name of Tenant Number of Persons Residing in the Unit Number of Bedrooms Total Adjusted Gross Income Date of Initial Occupancy Rent 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 [etc.] (E) The Owner has obtained a “Certification of Tenant Eligibility,” in the form provided as EXHIBIT B to the Declaration, from each Tenant named in (D) above, and each such Certificate is being maintained by the Owner in its records with respect to the Phase IA, Building A Minimum Improvements. Attached hereto is the most recent “Certification of Tenant Eligibility” for each Tenant named in (D) above who signed such a Certification since C-3 HP145-47-807625.v5 ______________, 20___, the date on which the last “Certificate of Continuing Program Compliance” was filed with the HRA by the Owner. (F) In renting the residential units in the Phase IA, Building A Minimum Improvements, the Owner has not given preference to any particular group or class of persons (except for persons who qualify as Qualifying Tenants); and none of the units listed in (D) above have been rented for occupancy entirely by students, no one of which is entitled to file a joint return for federal income tax purposes. All of the residential units in the Phase IA, Building A Minimum Improvements have been rented pursuant to a written lease, and the term of each lease is at least twelve (12) months. (G) The information provided in this “Certificate of Continuing Program Compliance” is accurate and complete, and no matters have come to the attention of the Owner which would indicate that any of the information provided herein, or in any “Certification of Tenant Eligibility” obtained from the Tenants named herein, is inaccurate or incomplete in any respect. (H) The Phase IA, Building A Minimum Improvements is in continuing compliance with the Declaration. (I) The Owner certifies that as of the date hereof, 100% of the residential dwelling units in the Phase IA, Building A Minimum Improvements are occupied or held open for occupancy by Qualifying Tenants, as defined and provided in the Declaration. (J) The rental levels for each Qualifying Tenant comply with the maximum permitted under the Declaration. IN WITNESS WHEREOF, I have hereunto affixed my signature, on behalf of the Owner, on _________________, 20___. ALATUS HOPKINS LIHTC I LLC, a Minnesota limited liability company By:Alatus Hopkins LIHTC I MM LLC, a Minnesota limited liability company Its: Managing Member By:____________________________ Name: ________________________ Its: _________________________ 1 HP145-47-806074.v5 MINIMUM ASSESSMENT AGREEMENT PHASE IA--BUILDING A THIS MINIMUM ASSESSMENT AGREEMENT, made on or as of the 1st day of September, 2022 (the “Minimum Assessment Agreement”), is between the Housing and Redevelopment Authority in and for the City of Hopkins, a public body corporate and politic under the laws of Minnesota (the “HRA”), and Alatus Hopkins LIHTC I LLC, a Minnesota limited liability company (the “Affordable Housing Redeveloper”) and an affiliate of Alatus Hopkins MD LLC, a Delaware limited liability company (the “Redeveloper”). WITNESSETH WHEREAS, the HRA, the City of Hopkins, Minnesota (the “City”), and the Redeveloper have entered into that certain Contract for Private Redevelopment, dated as of September 1, 2022 (the “Contract”), regarding, among other things, the acquisition of certain property, the construction of “Phase IA, Building A” (as described in the Contract) containing approximately 116 multi-family units, with affordable levels within Building A as set forth in the Contract (the “Phase IA, Building A Minimum Improvements”) to be constructed on property legally described in EXHIBIT A attached hereto (the “Phase IA, Building A Property”); and WHEREAS, in connection with the requirements and timing imperatives of certain other financing for the Phase IA, Building A Minimum Improvements, the Affordable Housing Developer was required to acquire fee title to the Phase IA, Building A Property on July 7, 2022; and WHEREAS, the HRA and the Affordable Housing Redeveloper desire to establish a minimum market value for the Phase IA, Building A Property and the Phase IA, Building A Minimum Improvements to be constructed thereon, pursuant to Minnesota Statutes, Section 469.177, subdivision 8; and WHEREAS, the HRA and the County Assessor (the “Assessor”) have reviewed the preliminary plans and specifications for the Minimum Improvements; NOW, THEREFORE, the parties to this Minimum Assessment Agreement, in consideration of the promises, covenants and agreements made by each to the other, do hereby agree as follows: 2 HP145-47-806074.v5 1. All capitalized terms used herein and not otherwise defined have the definition given such terms in the Contract. 2. The minimum market value which shall be assessed for ad valorem tax purposes for the Phase IA, Building A Property, together with the Phase IA, Building A Minimum Improvements constructed thereon, shall be $26,680,000 or such greater amount as established by the applicable assessing agency as of January 2, 2024, notwithstanding the progress of construction by such date, and as of each January 2 thereafter until termination of this Minimum Assessment Agreement under Section 4 hereof. 3. The minimum market value herein established shall be of no further force and effect and this Minimum Assessment Agreement shall terminate on the earlier of (i) date the principal of and interest on the Tax Increment Revenue Note related to Phase IA, Building A delivered to the Affordable Housing Developer by the HRA pursuant to the terms of Contract is paid in full; or (ii) the date Tax Increment Financing District No. 1-6 established by the HRA and the City is decertified. The HRA shall execute a certificate or affidavit upon the occurrence of a termination event referred to in this Section 3 indicating that this Minimum Assessment Agreement has terminated and shall supply such certificate to the Affordable Housing Redeveloper for recording. 4. This Minimum Assessment Agreement shall be promptly recorded by the HRA. The Affordable Housing Redeveloper shall pay all costs of recording. 5. Neither the preambles nor provisions of this Minimum Assessment Agreement are intended to, nor shall they be construed as, modifying the terms of the Contract. 6. This Minimum Assessment Agreement shall inure to the benefit of and be binding upon the successors and assigns of the parties. 7. Each of the parties has authority to enter into this Minimum Assessment Agreement and to take all actions required of it, and has taken all actions necessary to authorize the execution and delivery of this Minimum Assessment Agreement. 8. In the event any provision of this Minimum Assessment Agreement shall be held invalid and unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof. 9. The parties hereto agree that they will, from time to time, execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, such supplements, amendments and modifications hereto, and such further instruments as may reasonably be required for correcting any inadequate, or incorrect, or amended description of the Phase IA, Building A Property or the Phase IA, Building A Minimum Improvements or for carrying out the expressed intention of this Minimum Assessment Agreement. 10. This Minimum Assessment Agreement may not be amended nor any of its terms modified except by a writing authorized and executed by all parties hereto. 3 HP145-47-806074.v5 11. This Minimum Assessment Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. 12. This Minimum Assessment Agreement shall be governed by and construed in accordance with the laws of the State of Minnesota. 4 HP145-47-806074.v5 IN WITNESS WHEREOF, the HRA and the Affordable Housing Redeveloper have caused this Minimum Assessment Agreement to be executed in their respective corporate names by their duly authorized officers, all as of the date and year first written above. HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF HOPKINS By: Patrick Hanlon Its: Chair By: Michael Mornson Its: Executive Director STATE OF MINNESOTA ) ) ss. COUNTY OF HENNEPIN ) The foregoing instrument as acknowledged before me this _____ day of September, 2022, by Patrick Hanlon, the Chair of the Housing and Redevelopment Authority in and for the City of Hopkins, a public body corporate and politic under the laws of Minnesota, on behalf of the HRA. ____________________________________ Notary Public STATE OF MINNESOTA ) ) ss. COUNTY OF HENNEPIN ) The foregoing instrument as acknowledged before me this _____ day of September, 2022, by Michael Mornson, the Executive Director of the Housing and Redevelopment Authority in and for the City of Hopkins, a public body corporate and politic under the laws of Minnesota, on behalf of the HRA. ____________________________________ Notary Public This document was drafted by: KENNEDY & GRAVEN, CHARTERED (SJR) 150 South 5th Street, Suite 700 Minneapolis, MN 55402 Telephone: (612) 337-9300 5 HP145-47-806074.v5 AFFORDABLE HOUSING REDEVELOPER: ALATUS HOPKINS LIHTC I LLC, a Minnesota limited liability company By:Alatus Hopkins LIHTC I MM LLC, a Minnesota limited liability company Its: Managing Member By:____________________________ Name: Christian B. Osmundson Its: Vice President STATE OF MINNESOTA ) ) ss. COUNTY OF ____________ ) The foregoing instrument was acknowledged before me this _____ day of September, 2022, by Christian B. Osmundson, the Vice President of Alatus Hopkins LIHTC I MM LLC, a Minnesota limited liability company, the Managing Member of Alatus Hopkins LIHTC I LLC, a Minnesota limited liability company, on behalf of the limited liability company. Notary Public 6 HP145-47-806074.v5 CERTIFICATION BY COUNTY ASSESSOR The undersigned, having reviewed the plans and specifications for the improvements to be constructed and the market value assigned to the land upon which the improvements are to be constructed, hereby certifies as follows: the undersigned Assessor, being legally responsible for the assessment of the above-described property, hereby certifies that the market values assigned to the land and improvements are reasonable. ASSESSOR FOR HENNEPIN COUNTY By STATE OF MINNESOTA ) ) ss. COUNTY OF HENNEPIN ) The foregoing instrument was acknowledged before me this ___ day of September, 2022, by ___________________________, the County Assessor of Hennepin County, Minnesota. Notary Public A-1 HP145-47-806074.v5 EXHIBIT A LEGAL DESCRIPTION Real property in the City of Hopkins, County of Hennepin, State of Minnesota, described as follows: Lot 2, Block 2, Mile 14 On Minnehaha Creek, according to the recorded plat thereof, Hennepin County, Minnesota. Torrens Property. HP145-47-808248.v6 1 LOAN AGREEMENT THIS LOAN AGREEMENT (the “Loan Agreement”), dated as of September 1, 2022, is made and entered into between the Housing and Redevelopment Authority in and for the City of Hopkins, a public body corporate and politic under the laws of Minnesota (the “HRA”), and Alatus Hopkins LIHTC I LLC, a Minnesota limited liability company (the “Borrower”) and an affiliate of Alatus Hopkins MD LLC, a Delaware limited liability company (the “Redeveloper”). RECITALS 1. The purpose of the HRA is as follows: A. Provide a sufficient supply of adequate, safe and sanitary dwellings in order to protect the health, safety, morals and welfare of the city; B. Clear and redevelop blighted areas; C. Provide commercial development opportunities; and D. Redevelop blighted areas in situations in which private enterprise would not act without governmental participation or subsidies. 2. The HRA and the Redeveloper have entered into that certain Contract for Private Redevelopment, dated as of September 1, 2022 (the “Contract”), regarding, among other things, the acquisition of certain property and the construction of “Phase IA, Building A” (as described in the Contract) containing approximately 116 multi-family units, with affordable levels within Building A as set forth in the Contract (the “Phase IA, Building A Minimum Improvements”) to be constructed on the real property is legally described on EXHIBIT A attached hereto (the “Phase IA, Building A Property”). 3. The HRA, the City of Hopkins, Minnesota (the “City”), the Redeveloper, and the Borrower have entered into a Partial Assignment and Assumption Agreement of even date herewith, pursuant to which the Redeveloper assigns and the Borrower assumes the portion of the Contract related to the construction of the Phase IA, Phase IA, Building A Minimum Improvements, a Declaration of Restrictive Covenants related to rent and income restrictions for the Phase IA, Building A, and a Minimum Assessment Agreement. 4. The Borrower has requested financial assistance from the HRA in the amount of $3,750,000 to assist with the costs of the Phase IA, Building A Minimum Improvements to be constructed on the Phase IA, Building A Property. 5. The HRA has agreed to lend the Borrower, upon execution of this Loan Agreement, up to $3,750,000 (three million seven hundred fifty thousand dollars) (the “Loan”) in funds for public assistance for Qualifying Costs (as defined in the Contract) related to the Phase IA, Building A Minimum Improvements and the Phase IA, Building A Property, from TIF Spending Plan funds from TIF District 2-11, subject to additional approvals by the HRA and compliance with all stated requirements. HP145-47-808248.v6 2 6. On or before September 30, 2022, the HRA shall deposit the proceeds of the Loan with First American Title Insurance Company, acting as escrow agent (the “Escrow Agent”), and the proceeds shall be disbursed pursuant to the provisions of the Master Loan Disbursing Agreement, dated September __, 2022, between the Escrow Agent, the HRA, the Hennepin County Housing and Redevelopment Authority, and the Borrower. 7. The HRA has reviewed this Loan Agreement and finds that execution of this Loan Agreement by the HRA and performance of the HRA’s obligations hereunder are in the best interests of the HRA, the City, and its residents. 8. The parties are authorized and empowered to enter into this Loan Agreement under the laws of the State of Minnesota. NOW, THEREFORE, in consideration of the mutual covenants and promises set forth below, the HRA and the Borrower agree as follows: 1. The recitals set forth in the preamble to this Loan Agreement and the exhibits attached to this Loan Agreement are incorporated into this Loan Agreement as if fully set forth herein. 2. The Borrower intends to make the Phase IA, Building A Minimum Improvements to the Phase IA, Building A Property in accordance with its proposal and the Contract, which shall include the expenditures constituting the Qualifying Costs. The HRA agrees to provide an up-front loan to Borrower to pay the Qualifying Costs as part of the Phase IA, Building A Minimum Improvements at the Phase IA, Building A Property, in an amount not to exceed three million seven hundred fifty thousand dollars ($3,750,000.00) (the “Loan”). The Loan shall be provided pursuant to this Loan Agreement and evidenced by a Promissory Note (the “Note”), the form of which is attached hereto as EXHIBIT B, which is incorporated herein by reference. As a condition to making the Loan, the HRA is also requiring the Borrower to enter into that certain Declaration of Restrictive Covenants (the “Declaration”) of even date herewith in favor of the HRA. 3. The Borrower agrees to fully comply with all stated requirements, and acknowledges that all terms, conditions, and requirements are made part of this Loan Agreement. 4. The Borrower agrees to execute at closing, the Note and a separate mortgage (the “Mortgage”), the form of which is attached hereto as EXHIBIT C, which is incorporated herein by reference. All documents executed shall, as deemed reasonably necessary by the HRA, be filed with the Hennepin County Recorder and/or Registrar of Titles. The HRA shall maintain a lien on the Phase IA, Building A Property pursuant to the security instruments required herein. 5. Failure to comply with any term, covenant, condition, or requirement contained in this Loan Agreement, the Note, the Mortgage or the Declaration within thirty (30) days after the HRA gives written notice to Borrower (and the other parties listed in section 10 below) specifying the form of said non-compliance, shall constitute an “Event of Default” under this Loan Agreement. It shall not be an Event of Default hereunder or under any other HP145-47-808248.v6 3 related Loan document if either the Borrower or the Redeveloper defaults under the Contract with respect to any other real property or improvements affected by the Contract other than the Phase IA, Building A Property and Phase IA, Building A Minimum Improvements. If any Event of Default shall occur, the HRA may declare the Loan provided to Borrower to be due and payable in accordance with the terms of the Note. The HRA may also pursue remedies available under the terms of the Mortgage or the Declaration, and such other remedies as may be available under local, state, or federal laws. Notwithstanding anything to the contrary herein or in any related Loan documents, the Borrower’s Investor Member (as defined in section 10 below) shall have the right but not the obligation to cure any defaults hereunder and the parties agree to accept such cure as if performed by the Borrower itself. Notwithstanding anything to the contrary herein or in any related Loan documents, neither Borrower nor any of its members shall be personally liable for payment of the indebtedness evidenced by the Note, and the HRA’s sole recourse for payment of such indebtedness in the Event of Default shall be to pursue the security provided by the Mortgage securing payment of the Note. 6. The Borrower, for itself and for its successors and/or its assigns, further agrees and consents to the filing of the Mortgage with the government officials or entities appropriate to protect the interest of the HRA in the Phase IA, Building A Property. 7. Without limitation of any provision set forth herein, the Borrower agrees to pay to the HRA any costs or expenses, including without limitation attorney fees, incurred by the HRA in enforcing any provision of this Loan Agreement. 8. Except as expressly set forth herein, nothing in this Loan Agreement shall constitute a limitation or waiver of the HRA’s or the City’s right to enforce any ordinance, law, rule, or regulation. 9. The Borrower shall and does hereby agree to protect, defend, indemnify and hold the HRA, including its officers, agents, and employees, harmless of and from any and all liability, loss, or damage that the HRA may incur under or by reason of the Borrower failing to perform or discharge any of its obligations, covenants, or agreements contained in this Loan Agreement. This indemnification and hold harmless provision shall survive the execution, delivery, and performance of this Loan Agreement and the payment or repayment of any Loan. The Borrower waives notice of the acceptance of this Loan Agreement by the HRA. Nothing in this Loan Agreement shall constitute a waiver or limitation of the HRA’s immunities or limitations on liability as set forth in Minnesota Statutes, Chapter 466, or otherwise. 10. A notice, demand, or other communication under this Loan Agreement by either party to the other shall be sufficiently given or delivered if it is dispatched by registered or certified mail, postage prepaid, return receipt requested, or delivered personally; and HP145-47-808248.v6 4 To Borrower: Alatus Hopkins LIHTC I LLC c/o Alatus LLC 80 South Eighth Street, Suite 4155 Minneapolis, MN 55402 Attention: Robert C. Lux and Chris Osmundson with a copy to: Winthrop & Weinstine, P.A. 225 South Sixth Street, Suite 3500 Minneapolis, MN 55402 Attention: John M. Stern To Investor Member: Raymond James Tax Credit Fund XX L.L.C. c/o Raymond James Affordable Housing Investments, Inc. 880 Carillon Parkway St. Petersburg, FL 33716 Attention: Steven J. Kropf, President with a copy to: Nixon Peabody LLP Exchange Place 53 State Street Boston, MA 02109 Attention: Nate Bernard, Esq. To HRA: Housing and Redevelopment Authority in and for the City of Hopkins 1010 1st Street South Hopkins, MN 55343 Attn: Executive Director with a copy to: Kennedy & Graven, Chartered 150 South 5th Street, Suite 700 Minneapolis, MN 55402 Attn: Scott J. Riggs or at such other address with respect to either such party as that party may, from time to time, designate in writing and forward to the other as provided in this section 10. 11. This Loan Agreement may be executed in any number of counterparts, each of which shall constitute one and the same instrument. 12. The HRA and the Borrower acknowledge that nothing contained in this Loan Agreement nor any act by the HRA and the Borrower shall be deemed or construed by the parties or by any third person to create any relationship of third-party beneficiary, principal and agent, limited or general partner, or joint venture between the HRA, the City, and the Borrower. HP145-47-808248.v6 5 13. This Loan Agreement shall be governed by and construed in accordance with the laws of the state of Minnesota. Any disputes, controversies, or claims arising out of this Loan Agreement shall be heard in the state or federal courts of Minnesota, and all parties to this Loan Agreement waive any objection to the jurisdiction of these courts, whether based on convenience or otherwise. 14. The performance or observance of any promise or condition set forth in this Loan Agreement may be waived, amended, or modified only by a writing signed by both parties. No delay in the exercise of any power, right, or remedy operates as a waiver thereof, nor shall any single or partial exercise of any other power, right, or remedy. 15. This Loan Agreement may be modified solely through written amendments hereto executed by both the Borrower and the HRA. 16. Except as permitted by the Note or the Mortgage, the Borrower shall not assign, subcontract, transfer, or pledge this Loan Agreement whether in whole or in part, without the prior written consent of the HRA. All loans and related liens set forth in the Subordination Agreement (as defined below) and any complete or partial refinancings of such indebtedness by the Borrower or any transferee pursuant to a Permitted Transfer described in the Note (the “Permitted Debt”) are expressly permitted by the HRA. Nothing in this section 16 shall limit the Borrower’s ability to enter into management agreements with affiliates. As used herein and in the other related loan documents, the term “Subordination Agreement” shall mean the Subordination Agreement, dated as of September 1, 2022, between the Borrower, the HRA, as subordinate lender, and The Huntington National Bank, as trustee, entered into in connection with the Loan in the aggregate principal amount of $3,750,000, and the Master Subordination Agreement, dated September __, 2022, between the HRA, the City, the Hennepin County Housing and Redevelopment Authority, the Redeveloper, and the Borrower. Further notwithstanding anything to the contrary herein or in the other related Loan documents, the following transfers are and will also be expressly permitted by the HRA: (i) any transfer(s) of any or all of the Investor Member’s membership interest in Borrower; (ii) the Investor Member’s right to remove and/or replace the managing member of the Borrower pursuant to the Borrower’s Second Amended and Restated Operating Agreement, dated as of September 1, 2022, as may be amended from time to time (the “Operating Agreement”); and (iii) the effect, existence and any transfers pursuant to that certain Managing Member Pledge and Security Agreement in favor of the Investor Member pursuant to the Operating Agreement (the preceding clauses (i), (ii), and (iii), collectively, the “Permitted Investor Transfers”). 17. Wherever possible, each provision of this Loan Agreement and each related document shall be interpreted so that it is valid under applicable law. If any provision of this Loan Agreement or any related document is to any extent found invalid by a court or other governmental entity of competent jurisdiction, that provision shall be ineffective only to the extent of such invalidity, without invalidating the remainder of such provision or the remaining provisions of this Loan Agreement or any other related document. HP145-47-808248.v6 6 18. This Loan Agreement, together with the Exhibits hereto, which are expressly incorporated by reference, constitutes the complete and exclusive statement of all mutual understandings between the parties with respect to this Loan Agreement, superseding all prior or contemporaneous proposals, communications, and understandings, whether oral or written, pertaining to the subject matter of this Loan Agreement or concerning the Loan. 19. This Loan Agreement shall not be recorded. 20. The Borrower warrants that all work performed pursuant to this Loan Agreement shall be in compliance with existing laws, codes, ordinances, pertinent regulations, standards, and specifications. This Loan Agreement does not act as a substitute for any permits or approvals that are otherwise required by the Borrower in order to complete any of the Improvements. 21. Each of the undersigned parties warrants it has the full authority to execute this Loan Agreement. (The remainder of this page is intentionally left blank.) S-1 HP145-47-808248.v6 IN WITNESS WHEREOF, the Borrower and the HRA having duly approved this Loan Agreement. Pursuant to such approval, the Borrower and the HRA have signed this Loan Agreement and the parties hereto agree to be bound by the provisions herein set forth. BORROWER ALATUS HOPKINS LIHTC I LLC, a Minnesota limited liability company By:Alatus Hopkins LIHTC I MM LLC, a Minnesota limited liability company Its: Managing Member By:____________________________ Name: Christian B. Osmundson Its: Vice President S-2 HP145-47-808248.v6 HRA HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF HOPKINS By: Patrick Hanlon Its: Chair By: Michael Mornson Its: Executive Director This document drafted by: Kennedy & Graven, Chartered (SJR) 700 Fifth Street Towers 150 South Fifth Street Minneapolis, MN 55402 A-1 HP145-47-808248.v6 EXHIBIT A LEGAL DESCRIPTION OF THE PHASE IA, BUILDING A PROPERTY Real Property in the City of Hopkins, County of Hennepin, State of Minnesota, described as follows: Lot 2, Block 2, Mile 14 On Minnehaha Creek, according to the recorded plat thereof, Hennepin County, Minnesota. Torrens Property. HP145-47-808248.v6 B-1 EXHIBIT B PROMISSORY NOTE [FINAL VERSION TO BE INSERTED] HP145-47-808248.v6 C-1 EXHIBIT C MORTGAGE [FINAL VERSION TO BE INSERTED] 1 HP145-47-808620.v4 PROMISSORY NOTE $3,750,000 Dated: September ___, 2022 Maturity Date: January 1, 2065 ALATUS HOPKINS LIHTC I LLC, a Minnesota limited liability company (the “Maker”), for value received, hereby promises to pay to the Housing and Redevelopment Authority in and for the City of Hopkins, a public body corporate and politic under the laws of Minnesota, or its assigns (collectively referred to herein as “Holder”), at its designated principal office or such other place as the Holder may designate in writing, the principal sum of Three million seven hundred fifty thousand and No/100 Dollars ($3,750,000.00) or so much thereof as may be advanced under this Note, without interest thereon, in any coin or currency that at the time or times of payment is legal tender for the payment of private debts in the United States of America. The principal of this Note is due and payable as follows: 1. The entire unpaid balance of principal shall be due and payable upon the earliest of the following: (i) failure to comply with any term, covenant, condition, or requirement contained in this Note, the Loan Agreement of even date herewith, between the Maker and the Holder (the “Loan Agreement”), the Mortgage of even date herewith from the Maker to the Holder (the “Mortgage”), the Declaration of Restrictive Covenants of even date herewith between the Maker and the Holder (the “Declaration”), or the Partial Assignment and Assumption Agreement of even date herewith between the City of Hopkins, Minnesota, the Holder, the Maker, and Alatus Hopkins MD LLC, within thirty (30) days after the HRA gives written notice to Maker (and the other parties listed in section 10 of the Loan Agreement) and such failure constitutes an Event of Default (as defined in the Loan Agreement); (ii) ten (10) days after the Maker makes or allows to be made a Transfer that is not a Permitted Transfer (each as defined below); or (iii) January 1, 2065 (the “Maturity Date”). As used herein, the term “Transfer” means total or partial transfer, sale, assignment, conveyance, refinancing, re-syndication, or transfer in any other mode, of the Phase IA, Building A Property (as such term is defined in the Loan Agreement), if such transfer occurs within thirty (30) years after the date of this Note. As used herein, the term “Permitted Transfers” means (a) a Transfer that complies with the Subordination Agreement (as such term is defined in the Loan Agreement), (b) a Transfer if the acquiring party agrees to be bound by the Declaration for the remainder of the Qualified Project Period (as defined in the Declaration), in which event Holder shall permit the assumption of debt evidenced by this Note by such transferee, (c) any and all pledges, assignments, transfers of the membership interests of the members of Maker, and/or of direct or indirect interests therein, (d) the removal and replacement of the managing member of Maker pursuant to the terms and conditions of the Maker’s Operating Agreement (as defined in the Loan Agreement), and (e) any Permitted Investor Transfers (as defined in the Loan Agreement). 2. This Note is given pursuant to the Loan Agreement between the Maker and the Holder. 3. Notwithstanding anything to the contrary herein or in any other Loan document, this Note may be prepaid at any time in whole or in part without penalty or premium. 2 HP145-47-808620.v4 4. All of the agreements, conditions, covenants, provisions, and stipulations contained in the Loan Agreement are hereby made a part of this Note to the same extent and with the same force and effect as if they were fully set forth herein. It is agreed that time is of the essence of this Note. If an Event of Default occurs under the Loan Agreement, or any other instrument securing this Note, then the Holder of this Note may at its right and option, without notice, declare immediately due and payable the principal balance of this Note, together with reasonable attorneys’ fees and expenses incurred by the Holder of this Note in collecting or enforcing payment hereof, whether by lawsuit or otherwise, and all other sums due hereunder or any instrument securing this Note. The Maker of this Note agrees that the Holder of this Note may, without notice to and without affecting the liability of the Maker, accept additional or substitute security for this Note, or release any security or any party liable for this Note or extend or renew this Note. 5. The remedies of the Holder of this Note as provided herein, and in the Loan Agreement, or any other instrument securing this Note shall be cumulative and concurrent and may be pursued singly, successively, or together, and, at the sole discretion of the Holder of this Note, may be exercised as often as occasion therefor shall occur; and the failure to exercise any such right or remedy shall in no event be construed as a waiver or release thereof. The Holder of this Note shall not be deemed, by any act of omission or commission, to have waived any of its rights or remedies hereunder unless such waiver is in writing and signed by the Holder and then only to the extent specifically set forth in the writing. A waiver with reference to one event shall not be construed as continuing or as a bar to or waiver of any right or remedy as to a subsequent event. This Note may not be amended, modified, or changed except only by an instrument in writing signed by the party against whom enforcement of any such amendment, modifications, or change is sought. Notwithstanding anything to the contrary herein or in any related Loan documents, neither the Maker nor any of its members shall be personally liable for payment of the indebtedness evidenced by this Note, and the Holder’s sole recourse for payment of such indebtedness in the Event of Default shall be to pursue the security provided by the Mortgage securing payment of this Note. 6. If any term of this Note, or the application thereof to any person or circumstances shall, to any extent, be invalid or unenforceable, the remainder of this Note, or the application of such term to persons or circumstances other than those to which it is invalid or unenforceable shall not be affected thereby, and each term of this Note shall be valid and enforceable to the fullest extent permitted by law. 7. If any Event of Default occurs, and if the Holder engages legal counsel or others in connection with advice to the Holder or the Holder’s rights and remedies under the Loan Agreement or this Note, the Maker shall pay all reasonable expenses incurred by the Holder for such persons, irrespective of whether any suit or other proceeding has been or is filed or commenced. Any such expenses, costs and charges shall constitute additional principal, payable upon demand, and subject to this Note. 8. It is intended that this Note is made with reference to and shall be construed as a Minnesota contract and is governed by the laws thereof. Any disputes, controversies, or claims arising 3 HP145-47-808620.v4 out of this Note shall be heard in the state or federal courts of Minnesota, and all parties to this Note waive any objection to the jurisdiction of these courts, whether based on convenience or otherwise. 9. The performance or observance of any promise or condition set forth in this Note may be waived, amended, or modified only by a writing signed by the Maker and the Holder. No delay in the exercise of any power, right, or remedy operates as a waiver thereof, nor shall any single or partial exercise of any other power, right, or remedy. 10. The Holder acknowledges that this Note is subject in all respects to the terms of the Subordination Agreement (as defined in the Loan Agreement). No payments may be made under this Note so long as there is an event of default outstanding and uncured with respect to any of the loans senior to the Mortgage under the Subordination Agreement. The Holder declares, agrees, and acknowledges that it will not, without the prior written consent of the lender of any loan senior to the Mortgage: (i) sue the Maker under this Note; (ii) accelerate or accept a prepayment in full of this Note; (iii) seek or obtain a receiver for the Phase IA, Building A Minimum Improvements (as defined in the Loan Agreement) or any part or portion thereof; (iv) take possession or control of the Project, or collect or accept any rents from the Phase IA, Building A Minimum Improvements; (v) take any action that would terminate any leases or other rights held by or granted to or by third parties with respect to the Project; (vi) initiate or join any other creditor in commencing any proceeding in bankruptcy or otherwise with respect to the Maker; (vii) incur any obligation to the Maker other than as provided in this Note or otherwise permitted under the documents evidencing and securing the loans senior to the Mortgage; (viii) exercise any other remedies under this Note; or (ix) take any other enforcement action against the Maker or the Project or any part or portion thereof. IT IS HEREBY CERTIFIED AND RECITED that all conditions, acts, and things required to exist, happen, and be performed precedent to or in the issuance of this Note do exist, have happened, and have been performed in regular and due form as required by law. (The remainder of this page is intentionally left blank.) S-1 HP145-47-808620.v4 IN WITNESS WHEREOF, the Maker has caused this Note to be duly executed as of the date and year first written above. ALATUS HOPKINS LIHTC I LLC, a Minnesota limited liability company By:Alatus Hopkins LIHTC I MM LLC, a Minnesota limited liability company Its: Managing Member By:____________________________ Name: Christian B. Osmundson Its: Vice President HP145-47-808622.v4 1 THIS INSTRUMENT IS EXEMPT FROM REGISTRATION TAX UNDER MINN. STAT. §287.04(6). MORTGAGE THIS MORTGAGE, made this _____ day of September, 2022, by ALATUS HOPKINS LIHTC I LLC, a Minnesota limited liability company, with its principal place of business located at c/o Alatus LLC, 80 South Eighth Street, Suite 4155, Minneapolis, MN 55402 (“Mortgagor”), to the HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF HOPKINS, a public body corporate and politic under the laws of Minnesota, located at 1010 1st Street South, Hopkins, MN 55343 (“Mortgagee”). That said Mortgagor hereby mortgages and conveys to said Mortgagee the following described premises located at 325 Blake Road, Hopkins, Minnesota, Hennepin County Minnesota (the “Mortgaged Property”), and legally described as set forth in Exhibit A. This Mortgage is given in consideration of and as security for the payment of three million seven hundred fifty thousand and no/100 Dollars ($3,750,000.00) (the “Loan”), receipt of which is hereby acknowledged and which is made to enable Mortgagor to make improvements to the Mortgaged Property. The Loan is governed by that certain Loan Agreement (the “Loan Agreement”) between Mortgagor and Mortgagee of even date herewith and evidenced by a Promissory Note of even date herewith by Mortgagor in favor of Mortgagee(the “Note”), the form of which is attached to the Loan Agreement, and repayment of the Loan shall be in accordance with the terms of the Note. Unless sooner payable under the Note or Loan Agreement, the Loan will be due and payable on January 1, 2065 (the “Maturity Date”). Mortgagor makes and includes in this Mortgage the statutory covenants and other provisions set forth in Minnesota Statutes Section 507.15, including the following: a. To warrant title to the Mortgaged Property; b. To pay all other mortgages, liens, charges or encumbrances against the Mortgaged Property as and when they become due; HP145-47-808622.v4 2 c. To pay the indebtedness of the Note as herein provided; d. To pay all real estate taxes on the Mortgaged Property; e. To keep the Mortgaged Property in repair and not commit waste; and f. To keep the Mortgaged Property insured against loss by fire and other hazards for at least the sum of the full insurable value of the Mortgaged Property for the protection for the Mortgagee. The terms and conditions of this Mortgage and the rights of the Mortgagee hereunder are subject in their entirety to the terms and conditions of the Subordination Agreement (as defined in the Loan Agreement). Mortgagee expressly agrees that its rights under the Mortgage shall be subordinate to the refinancing of any loan which is secured by any senior mortgage identified in the Subordination Agreement, any such senior lender a “Senior Lender” and, collectively, “Senior Lenders.” Recording of this Mortgage will evidence Mortgagee’s acceptance of this provision. If Mortgagor herein shall pay Mortgagee herein, its successors or assigns, the sum of three million seven hundred fifty thousand and no/100 Dollars ($3,750,000.00) when it becomes due according to the terms of the Note, then this Mortgage shall be satisfied in full. If an Event of Default (as defined in the Loan Agreement) shall have occurred, then Mortgagee, at its option, at any time subject to applicable grace, notice and/or cure periods and subject to the rights of the Senior Lenders pursuant to the terms and conditions of the Subordination Agreement, may declare immediately due and payable the entire unpaid principal balance, and Mortgagee, its successors or assigns, are hereby authorized and empowered to foreclose this Mortgage by action or advertisement, pursuant to the statutes of the State of Minnesota in such case made and provided, power being expressly granted to sell the Mortgaged Property at public auction and convey the same to the purchaser in fee simple and, out of the proceeds arising from such sale, to pay the principal of the Note with interest, if any, together with all legal costs and charges of such foreclosure and the maximum attorneys’ fees permitted by law. Mortgagee prior to acceleration shall mail notice to Mortgagor (in the manner required in the Loan Agreement and including but not limited to Mortgagor’s Investor Member (as defined in the Loan Agreement)) specifying: (1) the event of default; (2) the action required to cure such event; (3) the date, not less than 30 days from the date the notice is mailed to Mortgagor, by which date such default must be cured; and (4) that failure to cure such default on or before the date specified in the notice may result in acceleration of the sums secured by this Mortgage and sale of the Mortgaged Property. The notice shall further inform Mortgagor of the right to reinstate after acceleration and the right to bring a court action to assert the nonexistence of a default or any other defense of Mortgagor to acceleration and sale. If the default is not cured on or before the date specified in the notice, subject to applicable grace, notice and/or cure periods and subject to the rights of the Senior Lenders pursuant to the terms and conditions of the Subordination Agreement, Mortgagee, at Mortgagee’s option, may declare all of the sums secured by this Mortgage to be immediately due and payable without further demand and may invoke the power of sale hereby granted and any other remedy permitted by applicable law. Notwithstanding anything to the contrary herein or in any related Loan documents, the Mortgagor’s Investor Member shall have HP145-47-808622.v4 3 the right but not the obligation to cure any defaults hereunder and the parties agree to accept such cure as if performed by the Mortgagor itself. Notwithstanding anything to the contrary herein or in any related Loan documents, neither Mortgagor nor any of its members shall be personally liable for payment of the indebtedness evidenced by the Note, and Mortgagee’s sole recourse for payment of such indebtedness in the Event of Default shall be to pursue the security provided by this Mortgage securing payment of the Note. Notwithstanding Mortgagee’s acceleration of the sums secured by this Mortgage, Mortgagor shall have the right to have any proceedings begun by Mortgagee to enforce this Mortgage discontinued at any time prior to the earlier of (i) sale of the Mortgaged Property pursuant to the power of sale contained in this Mortgage or (ii) a judgment enforcing this Mortgage, if: (a) Mortgagor pays Mortgagee all sums constituting the default actually existing under this Mortgage and the Note at the commencement of foreclosure proceedings under this Mortgage; (b) Mortgagor cures all breaches of any other covenants or agreements of Mortgagor contained in this Mortgage; (c) Mortgagor pays all reasonable expenses incurred by Mortgagee in enforcing the covenants and agreements of Mortgagor contained in this Mortgage and in enforcing Mortgagee’s remedies as provided herein, including, but not limited to, reasonable attorneys’ fees, and (d) Mortgagor takes such action as Mortgagee may reasonably require to assure that the lien of this Mortgage, Mortgagee’s interest in the Mortgaged Property and Mortgagor’s obligation to pay the sums secured by this Mortgage shall continue unimpaired. Upon such payment and cure by Mortgagor, this Mortgage and the obligations secured hereby shall remain in full force and effect as if no acceleration had occurred. MORTGAGOR HEREBY: EXPRESSLY CONSENTS TO THE FORECLOSURE AND SALE OF THE MORTGAGED PROPERTY BY ACTION PURSUANT TO MINNESOTA STATUTES CHAPTER 581 OR, AT OPTION OF MORTGAGEE, BY ADVERTISEMENT PURSUANT TO MINNESOTA STATUTES CHAPTER 580, WHICH PROVIDES FOR SALE AFTER SERVICE OF NOTICE THEREOF UPON THE OCCUPANT OF THE MORTGAGED PROPERTY AND PUBLICATION OF SAID NOTICE FOR SIX WEEKS IN THE COUNTY IN MINNESOTA WHERE THE MORTGAGED PROPERTY IS SITUATED AND ACKNOWLEDGES THAT SERVICE NEED NOT BE MADE UPON MORTGAGOR PERSONALLY UNLESS MORTGAGOR IS AN OCCUPANT AND THAT NO HEARING OF ANY TYPE IS REQUIRED IN CONNECTION WITH THE SALE AND EXCEPT AS MAY BE PROVIDED IN SAID STATUTES, EXPRESSLY WAIVES ANY AND ALL RIGHT TO PRIOR NOTICE OF SALE OF THE MORTGAGED PROPERTY. This Mortgage and the Note shall be construed according to the laws of the State of Minnesota. In the event that any provision or clause of this Mortgage or the Note conflicts with applicable law, such conflict shall not affect other provisions of this Mortgage or the Note which can be given effect without the conflicting provision. HP145-47-808622.v4 S-1 IN WITNESS WHEREOF, the Mortgagor has caused this Mortgage to be duly executed as of the day and year first above written. MORTGAGOR: ALATUS HOPKINS LIHTC I LLC, a Minnesota limited liability company By:Alatus Hopkins LIHTC I MM LLC, a Minnesota limited liability company Its: Managing Member By:____________________________ Name: Christian B. Osmundson Its: Vice President STATE OF MINNESOTA ) ) ss. COUNTY OF ____________ ) The foregoing instrument was acknowledged before me this _____ day of September, 2022, by Christian B. Osmundson, the Vice President of Alatus Hopkins LIHTC I MM LLC, a Minnesota limited liability company, the Managing Member of Alatus Hopkins LIHTC I LLC, a Minnesota limited liability company, on behalf of the limited liability company. Notary Public This document drafted by and when recorded return to: Kennedy & Graven, Chartered (SJR) 700 Fifth Street Towers 150 South Fifth Street Minneapolis, MN 55402 HP145-47-808622.v4 A-1 EXHIBIT A LEGAL DESCRIPTION Real property in the City of Hopkins, County of Hennepin, State of Minnesota, described as follows: Lot 2, Block 2, Mile 14 On Minnehaha Creek, according to the recorded plat thereof, Hennepin County, Minnesota. Torrens Property. HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF HOPKINS RESOLUTION NO. 546 APPROVING A LOAN TO ALATUS HOPKINS LIHTC I LLC, THE ASSIGNMENT OF CERTAIN TAX INCREMENT REVENUE FROM CERTAIN TAX INCREMENT FINANCING DISTRICTS WITHIN THE CITY OF HOPKINS, AND THE EXECUTION AND DELIVERY OF DOCUMENTS IN CONNECTION THEREWITH Section 1. Recitals. 1.01. The City of Hopkins, Minnesota (the “City”) and the Housing and Redevelopment Authority in and for the City of Hopkins (the “Authority”) have previously established Tax Increment Financing District No. 2-11 (“TIF District 2-11”), a redevelopment district within Redevelopment Project No. 1 in the City, and adopted a tax increment financing plan therefor (the “2-11 TIF Plan”), in accordance with Minnesota Statutes, Sections 469.174 through 469.1794, as amended (the “TIF Act”). 1.02. On December 21, 2021, the Board of Commissioners of the Authority (the “Board”) adopted a resolution approving an amendment to the 2-11 TIF Plan to allow for the pooling of tax increment revenue from the TIF District 2-11 for housing purposes outside of TIF District 2-11. 1.03. On December 21, 2021, the City Council of the City (the “City Council”) and the Board adopted resolutions approving the establishment of Tax Increment Financing District No. 1-6 (325 Blake) (“TIF District 1-6”), a redevelopment district within Redevelopment Project No. 1 in the City, and adopted a tax increment financing plan therefor in accordance with the TIF Act. 1.04. On December 21, 2021, the City Council and the Board adopted a joint resolution approving the execution and delivery of a Contract for Private Redevelopment (the “Contract”) with Alatus Hopkins MD LLC, a Delaware limited liability company (the “Redeveloper”), pursuant to which the Redeveloper agreed to redevelop the property located at 325 Blake Road in the City (the “Redevelopment Property”) and construct multiple buildings containing approximately 800 multifamily units, with 688 rental apartment units and 112 senior cooperative units, meeting certain affordability levels within each building, approximately 33 for sale town homes, 8,000 square feet of ground-floor retail, a 1,000-square foot sky lounge, and two 4,500-square foot standalone restaurant pads (the “Minimum Improvements”). The Contract, as previously approved, has subsequently been revised. 1.05. As part of the Minimum Improvements, the Redeveloper has proposed to construct approximately 116 multifamily housing units, with affordable levels within Building A as set forth in the Contract (the “Phase IA, Building A Minimum Improvements”), on the portion of the Redevelopment Property legally described in EXHIBIT A attached hereto (the “Phase IA, Building A Property”). 1.06. As contemplated in the Contract, the Authority has proposed to make a forgivable loan to the Redeveloper (the “TIF Loan”) in the principal amount of $3,750,000 from pooled tax increment from TIF District 2-11 to reimburse the Redeveloper for a portion of the Redeveloper’s redevelopment costs associated with Phase I of the development. 1.07. As contemplated in the Contract, the Authority has proposed to issue a tax increment revenue note (the “TIF Note”) in the maximum principal amount of $1,530,000 to the Redeveloper to 2 reimburse the Redeveloper for a portion of the Redeveloper’s redevelopment costs with respect to the Phase IA, Building A Minimum Improvements, which TIF Note will be payable from tax increment revenue generated from property within TIF District 1-6. 1.08. The Redeveloper has proposed to assign its rights and responsibilities with respect to the construction of the Phase IA, Building A Minimum Improvements to the Affordable Housing Redeveloper, which assignment is permissible under the terms of Section 8.2 of the Contract. 1.09. The Redeveloper has proposed to assign its rights and responsibilities with respect to the Phase IA, Building A Minimum Improvements as well as its interest in the TIF Loan and the TIF Note to the Affordable Housing Redeveloper, and the Affordable Housing Redeveloper has proposed to assume the rights and responsibilities of the Redeveloper with respect to the Phase IA, Building A Minimum Improvements as well as the interest of the Affordable Housing Redeveloper in the TIF Loan and the TIF Note. 1.10. The Redeveloper also intends to assign to the Affordable Housing Redeveloper all of the Redeveloper’s interest in and its rights and obligations as the redeveloper under the Declaration of Restrictive Covenants and the Minimum Assessment Agreement to be executed in connection with the Phase IA, Building A Minimum Improvements. 1.11. On July 7, 2022, the City issued its Multifamily Housing Revenue Bonds (325 Blake Apartments), Series 2022A (the “Tax-Exempt Bonds”), in the original aggregate principal amount of $19,930,000, and its Taxable Multifamily Housing Revenue Bonds (325 Blake Apartments), Series 2022B (the “Taxable Bonds,” and together with the Tax-Exempt Bonds, the “Bonds”), in the original aggregate principal amount of $5,840,000. The City loaned the proceeds of the Bonds to the Affordable Housing Redeveloper (the “Bond Loan”) to provide financing for a portion of the Phase IA, Building A Minimum Improvements. The Affordable Housing Redeveloper has proposed to assign its interest in the TIF Loan and the TIF Note (together, the “Affordable Housing TIF”) to The Huntington National Bank, a national banking association (the “Bond Trustee”), as the trustee with respect to the Bonds, as security for the repayment obligations of the Affordable Housing Redeveloper with respect to the Bonds. 1.12. The following documents have been presented to the Board: (a) a revised Contract incorporating modifications made since the prior approval of the Contract; (b) a Partial Assignment and Assumption Agreement (the “Partial Assignment and Assumption Agreement”) between the Authority, the City, the Redeveloper, and the Affordable Housing Redeveloper pursuant to which the Redeveloper will assign its rights and responsibilities with respect to the Phase IA, Building A Minimum Improvements as well as its interest in the Affordable Housing TIF to the Affordable Housing Redeveloper, the Affordable Housing Redeveloper will assume the rights and responsibilities of the Redeveloper with respect to the Phase IA, Building A Minimum Improvements as well as the interest of the Affordable Housing Redeveloper in the Affordable Housing TIF, and the Authority and the City will consent to such assignment and assumption; (c) a Declaration of Restrictive Covenants (the “Declaration”) between the Authority and the Affordable Housing Redeveloper related to affordability covenants; (d) a Minimum Assessment Agreement (the “Assessment Agreement”) between the Authority and the Affordable Housing Redeveloper providing for a minimum assessment related to the Affordable Housing Redeveloper’s property; (e) a Loan Agreement (the “TIF Loan Agreement”) between the Authority and the Affordable Housing Redeveloper relating to the TIF Loan; (f) a Promissory Note by the Affordable Housing Redeveloper in favor of the Authority, which evidences the repayment obligations of the Affordable Housing Redeveloper with respect to the TIF Loan; (g) a Mortgage by the Affordable Housing Redeveloper in favor of the Authority, which secures the repayment obligations of the Affordable Housing Redeveloper with respect to the TIF Loan; (h) an Assignment of TIF Revenues (the 3 “Assignment of TIF Revenues”) between the Affordable Housing Redeveloper and the Bond Trustee, as consented to and acknowledged by the Authority, pursuant to which the Affordable Housing Redeveloper will assign its interest in the Affordable Housing TIF to the Bond Trustee as security for its repayment obligations with respect to the Bonds; (i) a Subordination Agreement (the “TIF Loan Subordination Agreement”) between the Affordable Housing Redeveloper, the Bond Trustee, and the Authority pursuant to which the Authority, as subordinate lender, agrees that the Affordable Housing Redeveloper’s repayment obligations with respect to the TIF Loan will be subordinate to the Affordable Housing Redeveloper’s repayment obligations with respect to the Bonds; (j) a Master Subordination Agreement (the “Master Subordination Agreement”) between the Authority, the City, the Hennepin County Housing and Redevelopment Authority (the “County HRA”), Alatus Hopkins MD LLC, a Delaware limited liability company, and the Affordable Housing Redeveloper, which sets forth the subordination of the various loans, including but not limited to the TIF Loan, to the Bond Loan; and (k) a Master Loan Disbursing Agreement (the “Disbursing Agreement”) between the Authority, City, the County HRA, the Affordable Housing Redeveloper, and First American Title Insurance Company, as the disbursing agent, with respect to the disbursement of the various loans, including but not limited to the TIF Loan. Section 2. Approvals. 2.01. The Board approves the Affordable Housing Redeveloper as the redeveloper with respect to the Phase IA, Building A Minimum Improvements. 2.02. The Chair and the Executive Director are hereby authorized and directed to execute and deliver the Contract, the Partial Assignment and Assumption Agreement, Declaration, Assessment Agreement, the TIF Loan Agreement, the Assignment of TIF Revenues, the TIF Loan Subordination Agreement, the Master Subordination Agreement, and the Disbursing Agreement (collectively, the “Authority Documents”). All of the provisions of the Authority Documents, when executed and delivered as authorized herein, shall be deemed to be a part of this resolution as fully and to the same extent as if incorporated verbatim herein and shall be in full force and effect from the date of execution and delivery thereof. The Authority Documents shall be substantially in the forms on file with the Authority, which are hereby approved, with such omissions and insertions as do not materially change the substance thereof, or as the Chair and the Executive Director, in their discretion, shall determine, and the execution thereof by the Chair and the Executive Director shall be conclusive evidence of such determination. 2.03. The Chair and the Executive Director are hereby authorized to execute and deliver any and all documents deemed necessary to carry out the intentions of this resolution, the Contract, and the Authority Documents. Section 3. Effective Date. This resolution shall be effective upon adoption. Adopted by the Board of Commissioners of the Housing and Redevelopment Authority in and for the City of Hopkins, Minnesota on the 20th day of September, 2022. Chair ATTEST: Executive Director 4 HP145-47 (JAE) 820213v1 ACTIVE 681368537v4 GT Draft 09/14/22 SUBORDINATION AGREEMENT by and among ALATUS HOPKINS LIHTC I LLC, THE HUNTINGTON NATIONAL BANK, as Trustee, and HOPKINS HOUSING AND REDEVELOPMENT AUTHORITY Dated as of September 1, 2022 Relating to: $19,930,000 City of Hopkins, Minnesota Multifamily Housing Revenue Bonds (325 Blake Apartments) Series 2022A $5,840,000 City of Hopkins, Minnesota Taxable Multifamily Housing Revenue Bonds (325 Blake Apartments) Series 2022B This instrument prepared by and when recorded return to: Greenberg Traurig, LLP 1717 Arch Street, Suite 400 Philadelphia, Pennsylvania 19103 Dianne Coady Fisher, Esquire SUBORDINATION AGREEMENT This SUBORDINATION AGREEMENT dated as of September 1, 2022 (as amended, modified, supplemented or assigned from time to time, this “Agreement”) by and among ALATUS HOPKINS LIHTC I LLC, a limited liability company duly organized and validly existing under the laws of the State of Minnesota (together with its permitted successors and assigns, the “Borrower”), THE HUNTINGTON NATIONAL BANK, a national banking association duly organized and validly existing under the laws of the United States of America, as trustee (together with its permitted successors and assigns, the “Trustee” or the “Senior Lender”) and the HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF HOPKINS, a public body corporate and politic under the laws of Minnesota (together with its permitted successors and assigns, the “Subordinate Lender”), W I T N E S S E T H: WHEREAS, the Borrower is the owner in fee of certain property located in the City of Hopkins, Minnesota, more particularly described on Exhibit A attached hereto, on which the Borrower intends to construct certain improvements consisting of a 116-unit multifamily housing facility, together with related amenities (such property and the improvements described above are collectively referred to herein as the “Property”); WHEREAS, the Property is being constructed, in part, with the proceeds of those certain $19,930,000 Multifamily Housing Revenue Bonds (325 Blake Apartments), Series 2022A (the “Tax- Exempt Bonds”) and $5,840,000 Taxable Multifamily Housing Revenue Bonds (325 Blake Apartments), Series 2022B (the “Taxable Bonds” and together with the Tax-Exempt Bonds, the “Bonds”), issued by City of Hopkins, Minnesota (the “Issuer”), pursuant to an Indenture of Trust dated as of July 1, 2022, by and between the Issuer and the Trustee (as amended, modified or supplemented from time to time, the “Indenture”); WHEREAS, the proceeds of the Bonds are being loaned to the Borrower pursuant to the terms of a Loan Agreement dated as of July 1, 2022, by and between the Issuer and the Borrower (as amended, modified or supplemented from time to time, the “Loan Agreement”); WHEREAS, the Borrower’s obligations under the Loan Agreement are evidenced by two (2) promissory notes each dated as of the date of issuance of the Bonds (as amended, modified or supplemented from time to time, the “Note”), and are secured by, among other things, a first-priority mortgage lien on the Property granted pursuant to a Mortgage, Assignment of Rents, Security Agreement and Fixture Financing Statement and assigned to the Trustee pursuant to an Assignment of Mortgage each dated as of July 1, 2022 (as each may be amended, modified or supplemented from time to time, the “Senior Mortgage”), and an Assignment of Leases, Rents and Other Income dated as of July 1, 2022 (as amended, modified or supplemented from time to time, the “Senior Assignment” and together with the Senior Mortgage, the “Senior Mortgage Documents,” which, together with the Loan Agreement, the Note and all other agreements contemplated therein or evidencing or securing the Borrower’s obligations under the Loan Agreement are hereinafter collectively referred to as the “Senior Loan Documents” and the indebtedness evidenced and secured by the Senior Loan Documents is hereinafter collectively referred to as the “Senior Indebtedness”); WHEREAS, the Property is being constructed, in part, with the proceeds of a loan to the Borrower made by the Subordinate Lender, pursuant to a Loan Agreement dated as of September 1, 2022 (the “Subordinate Loan Agreement”) and a Declaration of Restrictive Covenants (the “Declaration”) and evidenced by a promissory note in the original face amount of $3,750,000 (the “Subordinate Note”); 2 WHEREAS, the Borrower’s obligations to the Subordinate Lender under the Subordinate Loan Agreement, the Declaration and the Subordinate Note (the “Subordinate Indebtedness”) are secured by a Mortgage dated as of September 1, 2022 (the “Subordinate Mortgage”) (the Subordinate Loan Agreement, the Declaration, the Subordinate Note, the Subordinate Mortgage and all other agreements contemplated therein or evidencing or securing the Subordinate Indebtedness are hereinafter referred to as the “Subordinate Loan Documents”); and WHEREAS, it is a requirement of the Senior Loan Documents that the Senior Mortgage Documents shall be and remain liens or charges upon the Property prior and superior to the lien or charge of the Subordinate Mortgage, that the Subordinate Indebtedness be subordinated in right of payment to the Senior Indebtedness and that the Subordinate Indebtedness be payable solely from cash available after payment of operating expenses of the Property and amounts due and owing in respect of the Senior Indebtedness. NOW, THEREFORE, in consideration of the foregoing and the mutual benefits accruing to the parties hereto and for other good and valuable consideration, the receipt and sufficiency of which consideration is hereby acknowledged and intending to be legally bound hereby, it is hereby declared, understood and agreed by the parties as follows: 1. Subordination of Subordinate Mortgage . The Subordinate Lender declares, agrees and acknowledges that the Senior Mortgage Documents, and any renewals or extensions thereof, and any modifications thereof or substitutions therefor which do not increase the principal balance secured thereby (except increases by reason of protective advances or payment of the Senior Lender’s costs) and all advances made pursuant to the Senior Mortgage Documents, all costs and expenses secured thereby and interest on the foregoing, shall unconditionally be and remain at all times liens or charges on the Property prior and superior to the lien or charge of the Subordinate Mortgage. 2. Subordination of Subordinate Indebtedness; Remitting Subordinate Loan Payments to Senior Lender; Reinstatement. (a) The Subordinate Indebtedness is hereby subordinated in right of payment to any and all of the Senior Indebtedness and shall be payable only from and to the extent of revenues of the Property available after payment of all amounts then due and owing under the Senior Loan Documents and all current operating expenses of the Property. Notwithstanding the foregoing, unless and until the Senior Lender gives the Subordinate Lender notice of the occurrence of a default under the Senior Loan Documents, the Subordinate Lender may receive and accept payments on account of principal and interest payable under the Subordinate Note to the extent of cash flow of the Borrower available after payment of current operating expenses of the Property and amounts then due and owing under the Senior Loan Documents. (b) If the Subordinate Lender shall receive any payments or other rights in any property of the Borrower after the Senior Lender has given the Subordinate Lender notice of a default under the Senior Loan Documents, such payment or property shall be received by the Subordinate Lender in trust for the Senior Lender and shall immediately be delivered and transferred to the Senior Lender. (c) If at any time payment of all or any part of the Senior Indebtedness is rescinded or must otherwise be restored or returned by the Senior Lender in connection with any bankruptcy, reorganization, arrangement, insolvency, liquidation or similar proceedings (a “Proceeding”) in respect of the Borrower or the Managing Member, and the Subordinate Lender has received payment of all or any part of the Subordinate Indebtedness, the Subordinate Lender shall forthwith turn over the same to, and for 3 the account of, the Senior Lender, until the Senior Lender has received indefeasible payment in full of any such payments on the Senior Indebtedness that have been so rescinded, restored or returned. 3. Exercise of Remedies. (a) The Subordinate Lender declares, agrees, and acknowledges that it will not, without the prior written consent of the Senior Lender: (i) sue the Borrower under any of the Subordinate Loan Documents; (ii) accelerate or accept a prepayment in full of the Subordinate Indebtedness; (iii) commence any action to foreclose or exercise any power of sale under the Subordinate Mortgage; (iv) accept a deed or assignment in lieu of foreclosure for the Property or any part or portion thereof; (v) seek or obtain a receiver for the Property or any part or portion thereof; (vi) take possession or control of the Property, or collect or accept any rents from the Property; (vii) take any action that would terminate any leases or other rights held by or granted to or by third parties with respect to the Property; (viii) initiate or join any other creditor in commencing any Proceeding with respect to the Borrower; (ix) incur any obligation to the Borrower other than as provided in the Subordinate Loan Agreement, (x) exercise any other remedies under the Subordinate Loan Documents; or (xi) take any other enforcement action against the Property or any part or portion thereof. (b) The Subordinate Lender agrees that the Senior Lender shall have, as determined in accordance with and subject to the terms of the Senior Loan Documents, upon the occurrence of an Event of Default under and as defined in the Senior Loan Documents, the right to (i) accelerate the Senior Indebtedness; (ii) commence any action to foreclose or exercise any power of sale under the Senior Mortgage; (iii) accept a deed or assignment in lieu of foreclosure for the Property or any part or portion thereof; (iv) seek or obtain a receiver for the Property or any part or portion thereof; (v) take possession or control of the Property, and collect and accept rents from the Property; (vi) sue the Borrower under any of the Senior Loan Documents; (vii) exercise any rights of set-off or recoupment that the Senior Lender may have against the Borrower; or (viii) take any other enforcement action against the Property or any part or portion thereof, all without any responsibility or liability to the Subordinate Lender with respect to the Property. (c) The Subordinate Lender agrees that the Senior Lender shall have absolute power and discretion, without notice to the Subordinate Lender, to deal in any manner with the Senior Indebtedness, including interest, costs and expenses payable by the Borrower to the Senior Lender, and any security and guaranties therefor, including, but not by way of limitation, release, surrender, extension, renewal, acceleration, compromise or substitution; provided that the Senior Lender shall not increase the principal amount of the indebtedness to which the Subordinate Loan Documents are subordinate (other than increases resulting from protective advances or payment of the Senior Lender’s costs) without the prior written consent of the Subordinate Lender, which consent shall not be unreasonably withheld or delayed. (d) The Subordinate Lender further agrees that if at any time the Subordinate Lender should commence any foreclosure proceeding, or commence any action to execute on any lien obtained by way of attachment or otherwise on the Property, or otherwise take any action prohibited under Section 3(a) hereof, the Senior Lender shall (unless the Senior Lender has consented to such action or remedy) be entitled to have the same vacated, dissolved and set aside by such proceedings at law or otherwise as the Senior Lender may deem proper, and this Agreement shall be and constitute full and sufficient grounds therefor and shall entitle the Senior Lender to become a party to any proceedings at law or otherwise in or by which the Senior Lender may deem it proper to protect its interests hereunder. (e) No act, omission, breach or other event under this Agreement shall defeat, invalidate or impair in any respect the absolute, unconditional and irrevocable subordination of the Subordinate Loan Documents to the Senior Loan Documents as provided in this Agreement. 4 4. No Marshaling of Assets. The Subordinate Lender specifically waives and renounces any right which it may have under any applicable statutes, whether at law or in equity, to require the Senior Lender to marshal collateral or to otherwise seek satisfaction from any particular assets or properties of the Borrower or from any third party. 5. Bankruptcy Matters. (a) The subordination provided for in this Agreement shall apply, notwithstanding the availability of other collateral to the Senior Lender or the actual date and time of execution, delivery, recordation, filing or perfection of the Senior Mortgage Documents or the Subordinate Mortgage and, insofar as the Subordinate Lender is concerned, notwithstanding the fact that the Senior Indebtedness or any claim for the Senior Indebtedness may be subordinated, avoided or disallowed, in whole or in part, as against the Borrower under the Bankruptcy Code or other applicable federal or state law. In the event of any Proceeding, the Senior Indebtedness shall include all interest and fees accrued on the Senior Indebtedness, in accordance with and at the rates specified in the Senior Loan Documents, both for periods before and for periods after the commencement of such Proceeding, even if the claim for such interest and/or fees is not allowed as against the Borrower pursuant to applicable law. (b) Without the prior written consent of the Senior Lender, the Subordinate Lender shall not, and the Subordinate Lender waives any and all right to: (i) request adequate protection (as that term is defined in the Bankruptcy Code) (and in the event any such adequate protection is awarded to the Subordinate Lender, the Subordinate Lender hereby assigns any adequate protection in the form of cash to the Senior Lender and any adequate protection in the form of a lien on or security interest in the Property or any other Collateral is hereby subordinated to all of the Senior Lender’s rights, liens or security interests in or to the Property and such other Collateral), (ii) file or support any motion for dismissal or relief from the automatic stay (as defined in the Bankruptcy Code), (iii) request any post-petition interest, (iv) request any sale of the Borrower’s assets, or (v) file, propose, support, accept or reject any plan of reorganization of the Borrower. The Subordinate Lender further agrees that, with respect to any Proceeding: (1) it shall not make any election, give any consent, commence any action or file any motion, claim, obligation, notice or application or take any other action in any Proceeding by or against the Borrower or the Managing Member without the prior written consent of the Senior Lender; (2) the Senior Lender may vote in any such Proceeding any and all claims of the Subordinate Lender against the Borrower or the Managing Member, and the Subordinate Lender hereby appoints the Senior Lender as its agent, and grants to the Senior Lender an irrevocable power of attorney coupled with an interest, and its proxy, for the purpose of exercising any and all rights and taking any and all actions available to the Subordinate Lender in connection with any case by or against the Borrower or the Managing Member in any Proceeding, including, without limitation, the right to file and/or prosecute any claims, to vote to accept or reject a plan, and to make any election under Section 1111(b) of the Bankruptcy Code; and (3) the Subordinate Lender shall not challenge the validity or amount of any claim submitted in such Proceeding by the Senior Lender in good faith or any valuations of the Property or any other Collateral, or any portion of the foregoing, or other Senior Indebtedness collateral submitted by the Senior Lender in good faith, in such Proceeding or take any other action in such Proceeding, which is adverse to the Senior Lender’s enforcement of its claim or receipt of adequate protection (as that term is defined in the Bankruptcy Code). (c) The Subordinate Lender agrees that the Senior Lender does not owe any fiduciary duty to the Subordinate Lender in connection with the administration of the Senior Indebtedness and the Senior Loan Documents and the Subordinate Lender agrees not to assert any such claim. The Subordinate Lender acknowledges that the Senior Lender shall have the sole discretion to exercise or not exercise the rights set forth in this Agreement from time to time; and that such rights may be exercised solely in the interest of the Senior Lender and without regard to the interest of the Subordinate Lender in any action or proceeding, including in connection with any Proceeding. 5 6. Payment Set Aside. To the extent any payment under any of the Senior Loan Documents (whether by or on behalf of the Borrower, as proceeds of security or enforcement of any right of set-off, or otherwise) is declared to be fraudulent or preferential, set aside or required to be paid to a trustee, receiver or other similar party under the Bankruptcy Code or any federal or state bankruptcy, insolvency, receivership or similar law, then if such payment is recovered by, or paid over to, such trustee, receiver or other similar party, the Senior Indebtedness or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred. 7. Casualty and Condemnation Proceeds. The Subordinate Lender shall have no right to participate in the adjustment of the proceeds of insurance payable as the result of any casualty to the Improvements, or to participate in any manner whatsoever in activities relating to restoration or reconstruction of the Improvements, and the Senior Lender shall have the exclusive right to receive, administer and apply all such proceeds as set forth in the Senior Loan Documents. In the event the Senior Lender shall release, for the purposes of restoration of all or any part of the Property, its right, title and interest in and to the proceeds under policies of insurance thereon, and/or its right, title and interest in and to any awards, or its right, title and interest in and to other compensation made for any damages, losses or compensation for other rights by reason of a taking in eminent domain, the Subordinate Lender shall simultaneously release for such purpose all of the Subordinate Lender’s right, title and interest, if any, in and to all such insurance proceeds, awards or compensation. The Subordinate Lender agrees that the balance of such proceeds remaining after such restoration, or all of such proceeds in the event such proceeds are not released for any such restoration pursuant to the Senior Loan Documents, shall be applied to the payment of amounts due under the Senior Loan Documents until all such amounts have been indefeasibly paid in full, prior to being applied to the payment of any amounts due under the Subordinate Loan Documents. If the Senior Lender holds such proceeds, awards or compensation and/or monitors the disbursement thereof, the Subordinate Lender agrees that the Senior Lender shall also hold and monitor the disbursement of such proceeds, awards and compensation to which the Subordinate Lender is or may be entitled. Nothing contained in this Agreement shall be deemed to require the Senior Lender, in any way whatsoever, to act for or on behalf of the Subordinate Lender or to hold or monitor any proceeds, awards or compensation in trust for or on behalf of the Subordinate Lender. 8. Indemnification and Subrogation. If the Subordinate Lender or any affiliate shall acquire, by indemnification, subrogation or otherwise, any lien, estate, right or other interest in the Property, that lien, estate, right or other interest shall be subordinate to the Senior Mortgage Documents and the other Senior Loan Documents as provided herein, and the Subordinate Lender or such affiliate hereby waives, until all amounts owed under the Senior Loan Documents have been indefeasibly paid in full, the right to exercise any and all such rights it may acquire by indemnification, subrogation or otherwise. 9. Subordination Effective. This Agreement, the subordination effected hereby, and the respective rights and priorities of the parties hereto in and to the Property, shall be effective as stated herein, notwithstanding any modification or amendment of any Senior Loan Document (other than any modification or amendment of any Senior Loan Document that increases the amount of indebtedness to which the Subordinate Indebtedness is subordinate for reasons other than protective advances or costs of the Senior Lender), or the obtaining by the Senior Lender or the Subordinate Lender of any additional document confirming, perfecting or otherwise affecting the Senior Loan Documents, or the Subordinate Loan Documents, as the case may be. 10. Amendments of Subordinate Loan Documents and Senior Loan Documents. The Borrower and the Subordinate Lender agree that they will not enter into any amendment, modification or supplement to any of the Subordinate Loan Documents without the express prior written consent of the Senior Lender (which consent shall not be unreasonably withheld). No consent of the Subordinate Lender shall be required for any amendment, modification or supplement to any of the Senior Loan Documents, provided that no 6 amendment, modification or supplement to any of the Senior Loan Documents shall increase the amount of indebtedness to which the Subordinate Loan Documents are subordinate other than increases resulting from protective advances or costs of the Senior Lender. 11. Notice of Defaults. The Subordinate Lender hereby agrees to give notice to the Senior Lender of any default (or event that, with the giving of notice or passage of time, or both, would constitute a default) under the Subordinate Loan Documents. 12. Cross Default. The Borrower and the Subordinate Lender agree that a default under the Subordinate Loan Documents or the Subordinate Lender’s default hereunder shall, at the election of the Senior Lender, constitute a default under the Senior Loan Documents and the Senior Lender shall have the right to exercise all rights or remedies under the Senior Loan Documents in the same manner as in the case of any other default under the Senior Loan Documents. If the Subordinate Lender notifies the Senior Lender in writing that any default under the Subordinate Loan Documents has been cured or waived, as determined by the Subordinate Lender in its sole discretion, then provided that the Senior Lender has not conducted a foreclosure or exercised its rights with respect to the power of sale of the Property pursuant to its rights under the Senior Loan Documents, any default under the Senior Loan Documents arising solely from such default under the Subordinate Loan Documents shall be deemed cured, and the Senior Indebtedness shall be reinstated. 13. Further Assurances. The parties hereto shall cooperate fully with each other in order to carry out promptly and fully the terms and provisions of this Agreement. Each party hereto shall from time to time execute and deliver such other agreements, documents or instruments and take such other actions as may be reasonably necessary or desirable to effectuate the terms of this Agreement. 14. No Waiver. No failure or delay on the part of any party hereto in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy hereunder. 15. Equitable Remedies. Each party hereto acknowledges that, to the extent that no adequate remedy at law exists for breach of its obligations under this Agreement, in the event any party fails to comply with its obligations hereunder, the aggrieved party shall have the right to obtain specific performance of the obligations of such defaulting party, injunctive relief, or such other equitable relief as may be available, other than consequential or punitive damages. 16. Notices. Any notice to be given under this Agreement shall be in writing and shall be deemed to be given when received by the party to whom it is addressed. Notwithstanding the foregoing, if any such notice is not received or cannot be delivered due to a change in the address of the receiving party of which notice was not previously given to the sending party or due to a refusal to accept by the receiving party, such notice shall be deemed received on the date delivery is attempted. Notices shall be in writing and sent by certified U.S. mail, hand delivery, or by special courier (in each case, return receipt requested). Notices to any other party hereto shall be sent to the parties at the following addresses or such other address or addresses as shall be designated by such party in a written notice to the other parties: If to the Trustee: The Huntington National Bank, as trustee 525 Vine Street, 14th Floor 7 Cincinnati, Ohio 45202 Attention: Corporate Trust If to the Subordinate Lender: Housing and Redevelopment Authority in and for the City of Hopkins 1010 1st Avenue South Hopkins, MN 55343 Attention: Executive Director With a copy to: Kennedy & Graven, Chartered 150 South 5th Street, Suite 700 Minneapolis, MN 55402 Attention: Scott J. Riggs If to the Borrower: Alatus Hopkins LIHTC I LLC IDS Center 80 South Eighth Street, Suite 4155 Minneapolis, MN 55402 Attention: Robert C. Lux and Chris Osmundson With copies to: Winthrop & Weinstine, P.A. 225 South Sixth Street, Suite 3500 Minneapolis, MN 55402 Attention: John M. Stern and: Raymond James Tax Credit Fund XX L.L.C. c/o Raymond James Affordable Housing Investments, Inc. 880 Carillon Parkway St. Petersburg, Florida 33716 Attention: Steven J. Kropf, President and: Nixon Peabody LLP Exchange Place 53 State Street Boston, Massachusetts 02109 Attention: Nate Bernard, Esquire 8 Each notice shall be effective the day delivered if personally delivered, the next Business Day if sent by overnight courier or three (3) days after being deposited in the United States mail as aforesaid. Rejection or other refusal to accept or the inability to deliver because of changed address for which no notice was given shall be deemed to be receipt of the notice sent. Each of the parties hereto shall have the right from time to time and at any time during the term of this Agreement to change its respective address and the right to specify as its address any other address within the United States of America. 17. No Third Party Beneficiaries. No person or entity other than the parties hereto and their respective successors and assigns shall have any rights under this Agreement. To the fullest extent permitted by applicable law, facsimile or electronically transmitted signatures shall constitute original signatures for all purposes under this Agreement. 18. Counterparts; Electronic Signatures. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. To the fullest extent permitted by applicable law, facsimile or electronic transmitted signatures shall constitute original signatures for all purposes under this Agreement. 19. Amendment, Supplement, Modification, Waiver and Termination. No amendment, supplement, modification, waiver or termination of this Agreement shall be effective against a party against whom the enforcement of such amendment, supplement, modification, waiver or termination would be asserted, unless such amendment, supplement, modification, waiver or termination was made in a writing signed by such party. All amendments shall be made in accordance with any applicable provisions of Article VIII of the Indenture. This Agreement shall terminate upon the indefeasible payment in full of the Senior Indebtedness and the release of the Senior Mortgage as a lien on the Property. 20. Severability. In case any one or more of the provisions contained in this Agreement, or any application thereof, shall be invalid, illegal or unenforceable in any respect, the validity, legality and other application thereof, shall not in any way be affected or impaired thereby. 21. Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the State of Minnesota, without giving effect to its conflict of laws principles. 22. Captions. Captions and headings in this Agreement are for convenience of reference only and shall not define, expand or limit the provisions hereof. 23. Successors and Assigns. This Agreement shall bind and inure to the benefit of the parties hereto and their respective successors and assigns. 24. Integration. This Agreement sets forth the entire agreement of the parties hereto with respect to the subject matter hereof and supersedes all prior agreements, written or oral, relating thereto. 25. No Modification. This Agreement shall not be deemed or interpreted so as to expand or otherwise modify the rights and remedies of the Senior Lender under the Senior Loan Documents or the Subordinate Lender under the Subordinate Loan Documents with respect to the Borrower, or to diminish or change the obligations of, the Borrower under any of the foregoing. 26. Definitions. Capitalized terms used herein and not defined shall have the meanings ascribed to such terms in the Indenture. 27. Contract for Private Redevelopment. Notwithstanding the foregoing, no provision of this Agreement shall restrict the Subordinate Lender and the City of Hopkins, Minnesota (the “City”) from 9 exercising their rights and remedies set forth in the (i) Contract for Private Development, dated as of September 1, 2022, by and between the Subordinate Lender, the City and Alatus Hopkins MD LLC; and (i) the Partial Assignment and Assumption Agreement, dated as of September 1, 2022, between the Borrower, Alatus Hopkins MD LLC, the Subordinate Lender and the City. [The remainder of this page is left intentionally blank.] S-1 [325 Blake – Subordination Agreement (City TIF Loan)] IN WITNESS WHEREOF, the parties hereto have duly executed and validly delivered this Subordination Agreement as of the day and year first above written. ALATUS HOPKINS LIHTC I LLC, a Minnesota limited liability company By: Alatus Hopkins LIHTC I MM LLC, a Minnesota limited liability company, its Managing Member By: _______________________________ Name: Christian O. Osmundson Title: Vice President ACKNOWLEDGMENT STATE OF MINNESOTA ) ) COUNTY OF HENNEPIN ) On this ____ day of _________________, 2022, before me, _____________________________, personally appeared Christian O. Osmundson, known to me or proven on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity as the Vice President of Alatus Hopkins LIHTC I MM LLC, a Minnesota limited liability company, the managing member of Alatus Hopkins LIHTC I LLC, a Minnesota limited liability company, and that, by his signature on the instrument, the entity on behalf of which he acted executed the instrument. WITNESS my hand and official seal. ________________________________ Notary My Commission expires: (SEAL) S-2 [325 Blake – Subordination Agreement (City TIF Loan)] THE HUNTINGTON NATIONAL BANK, as Trustee By: __________________________ Name: Tammie Champion Title: Vice President ACKNOWLEDGMENT STATE OF OHIO ) ) ss. COUNTY OF ____________ ) BE IT REMEMBERED, That on this ______ day of _____________, 2022, before me personally appeared Tammie Champion, to me known, who, being by me duly sworn did say that she is the Vice President of The Huntington National Bank, a national banking association duly organized and validly existing under the laws of the United States of America, and said Vice President acknowledged said instrument to be the free act and deed of said banking association. IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal at my office in the County and State the day and year last above written. ___________________________________ NOTARY PUBLIC Print Name: ________________________ My Commission Expires: ___________________________ S-3 [325 Blake – Subordination Agreement (City TIF Loan)] HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF HOPKINS By: Patrick Hanlon Its: Chair By: Michael Mornson Its: Executive Director ACKNOWLEDGMENT STATE OF MINNESOTA ) ) SS. COUNTY OF HENNEPIN ) The foregoing instrument was acknowledged before me this ____ day of September, 2022, by Patrick Hanlon, the Chair of the Housing and Redevelopment Authority in and for the City of Hopkins, a public body corporate and politic under the laws of Minnesota, on behalf of the HRA. Notary Public STATE OF MINNESOTA ) ) SS. COUNTY OF HENNEPIN ) The foregoing instrument was acknowledged before me this ____ day of September, 2022, by Michael Mornson, the Executive Director of the Housing and Redevelopment Authority in and for the City of Hopkins, a public body corporate and politic under the laws of Minnesota, on behalf of the HRA. _________________________________ Notary Public A-1 EXHIBIT A LEGAL DESCRIPTION OF PROPERTY Real property in the City of Hopkins, County of Hennepin, State of Minnesota, described as follows: Lot 2, Block 2, Mile 14 On Minnehaha Creek, according to the recorded plat thereof, Hennepin County, Minnesota. Torrens Property. ACTIVE 681368921v4 GT Draft 09/14/22 ASSIGNMENT OF TIF REVENUES from ALATUS HOPKINS LIHTC I LLC to THE HUNTINGTON NATIONAL BANK, as Assignee Dated as of September 1, 2022 Relating to: $19,930,000 City of Hopkins, Minnesota Multifamily Housing Revenue Bonds (325 Blake Apartments) Series 2022A $5,840,000 City of Hopkins, Minnesota Taxable Multifamily Housing Revenue Bonds (325 Blake Apartments) Series 2022B This instrument prepared by and when recorded return to: Greenberg Traurig, LLP 1717 Arch Street, Suite 400 Philadelphia, Pennsylvania 19103 Attention: Dianne Coady Fisher, Esquire ASSIGNMENT OF TIF REVENUES This ASSIGNMENT OF TIF REVENUES dated as of September 1, 2022 (as hereafter amended, modified or supplemented, this “Assignment”), is made by ALATUS HOPKINS LIHTC I LLC, a limited liability company duly organized and validly existing under the laws of the State of Minnesota (together with its permitted successors and assigns, “Assignor”), to THE HUNTINGTON NATIONAL BANK, a national banking association duly organized and validly existing under the laws of the United States of America, as trustee for the Bonds described below (together with any successor trustee for the Bonds and their respective successors and assigns, “Assignee”), W I T N E S S E T H: WHEREAS, the Assignor is the owner of a multifamily housing facility located in Hopkins, Minnesota and commonly known as “325 Blake Apartments” (the “Project Facilities”), the acquisition and construction of which is being financed by the proceeds of certain Bonds known as $19,930,000 Multifamily Housing Revenue Bonds (325 Blake Apartments), Series 2022A (the “Tax-Exempt Bonds”) and $5,840,000 Taxable Multifamily Housing Revenue Bonds (325 Blake Apartments), Series 2022B (the “Taxable Bonds” and together with the Tax-Exempt Bonds, the “Bonds”), issued by City of Hopkins, Minnesota (the “Issuer”), pursuant to an Indenture of Trust, dated as of July 1, 2022, by and between the Issuer and the Assignee, as trustee (as amended, modified or supplemented from time to time, the “Indenture”); WHEREAS, the proceeds of the Bonds have been loaned to the Assignor pursuant to a Loan Agreement, dated as of July 1, 2022, by and between the Issuer and the Assignor (as amended, modified or supplemented from time to time, the “Loan Agreement”); WHEREAS, the City of Hopkins, Minnesota (the “City”) and the Housing and Redevelopment Authority in and for the City of Hopkins (the “HRA”) have determined to enter into a Contract for Private Redevelopment (the “Contract”) dated as of September 1, 2022, with Alatus Hopkins MD LLC (the “Redeveloper”), certain rights and responsibilities under which have been assigned to and assumed by Assignor pursuant to a Partial Assignment and Assumption Agreement of Contract for Private Redevelopment dated as of September 1, 2022, copies of which are attached hereto as Exhibit A and to provide Assignor with a Tax Increment Revenue (TIF) Note in the form required by the Contract, to be dated on or about the date of issuance thereof upon satisfaction of the condition to issuance set forth in Section 3.3 of the Contract (the “TIF Note” and, together with the Contract and any and all documents executed in connection therewith and as the same may be amended, modified or supplemented from time to time, the “TIF Documents”); WHEREAS, certain tax revenues of the HRA (the “TIF Revenues”) will be made available to Assignor through payments on the TIF Note at the times and in the amounts set forth in the TIF Documents; and WHEREAS, as a condition to the purchase of the Bonds by the purchaser thereof, Assignor has agreed to pledge it rights, title and interest in, to and under the TIF Documents to Assignee as security for the Bonds and to cause the TIF Revenues, as received, to be deposited with Assignee to provide a source of repayment of the Bonds. NOW THEREFORE, in consideration of the promises herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, Assignor hereby represents, warrants, covenants and agrees as follows: 2 Section 1. Assignment. (a) As continuing security for the strict performance and observance by Assignor of all its agreements, warranties, covenants, conditions and other obligations under the Bond Documents, Assignor hereby irrevocably, absolutely and presently transfers and assigns to Assignee all of Assignor’s right, title and interest, now existing or hereafter arising, under the TIF Documents, as the same may now exist and as they may be from time to time supplemented, modified, amended, replaced or reinstated, (i) to receive and enforce payment of the TIF Revenues; (ii) the TIF Revenues as and when received; and (iii) all proceeds and products thereof, and all accounts, instruments, contract rights and general intangibles related to the foregoing; provided, however, unless and until a Default or Event of Default has occurred and continues after the expiration of any applicable notice and cure periods under the Bond Documents, Assignor shall have the sole right to enforce the TIF Documents for payment of the TIF Revenues by the HRA. Assignor hereby authorizes and direct the HRA to make all payments of TIF Revenues as the same become due and payable under the TIF Documents to Assignee. The HRA has provided its consent to the terms of this Assignment, and its agreement to make payments of TIF Revenues directly to Assignee, in the Notice to and Consent of HRA in the form attached hereto (“Notice and “Consent”). In the event, notwithstanding such direction, any TIF Revenues are paid directly to Assignor, Assignor shall transfer the same to Assignee, in accordance with the instructions set forth in the Notice and Consent, within one (1) Business Day of receipt by Assignor. (b) Neither this Assignment nor any action or actions on the part of Assignee hereunder shall constitute an assumption by Assignee of any of Assignor’s obligations under the TIF Documents. (c) Assignee, at any time after the occurrence of a Default that continues after the expiration of any applicable notice and cure periods, may in the place and stead of Assignor or in either or both of their own names, exercise all rights and powers of Assignor under the TIF Documents to enforce payment of the TIF Revenues to the same extent as Assignor may under the terms thereof and subject to the terms and conditions of the TIF Documents. (d) It is the intention of Assignor or Assignee that the assignment contemplated by this Assignment be an absolute and present assignment of TIF Revenues. However, in the event that, notwithstanding the intent or agreement of the parties to this Assignment, any or all of the TIF Revenues are held to continue to be property of Assignor then, with respect to Assignor, (i) this Assignment shall also be deemed to be a security agreement within the meaning of Articles 8 and 9 of the Uniform Commercial Code (the “UCC”), (ii) the transfer of the TIF Revenues provided for herein shall be deemed to be a grant by Assignor to Assignee of a lien upon and security interest in all of Assignor’s right, title and interest in and to the TIF Revenues and the other categories and items of collateral described in clause (iv) of this Section 1(d) and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property, (iii) the possession by Assignee of the TIF Revenues and such other items of property as constitute instruments, money, negotiable documents, general intangibles, accounts or chattel paper shall be deemed to be “possession by the secured party” for purposes of perfecting the lien or security interest pursuant to Section 9-313 of the UCC, and (iv) notifications to persons holding such property, and acknowledgements, receipts or confirmations from persons holding such property, shall be deemed notifications to, or acknowledgements, receipts or confirmations from, financial intermediaries, bailees or agents (as applicable) of Assignee for the purpose of perfecting such lien or security interest under applicable law. Any assignment of the interests of Assignee pursuant to any provision hereof shall also be deemed to be an assignment of any lien or security interest created hereby or thereby. Each of Assignor and Assignee shall, to the extent consistent with this Assignment, take such actions as may be necessary to ensure that, if this Assignment were deemed to create a lien upon or security interest in any of the TIF Revenues, such lien or security interest would be deemed to be a perfected security interest of first 3 priority under applicable law and shall be maintained as such throughout the term of this Assignment, including, without limitation, the execution and delivery by Assignor to Assignee of all deeds of trust, mortgages, chattel mortgages, assignment, security agreements, financing statements and other documents Assignee reasonably requests, in form and substance satisfactory to Assignee. (e) Upon satisfaction of the conditions pursuant to Section 3.3 of the Contract and delivery of the TIF Note to Assignor, Assignor will endorse and assign the TIF Note to Assignee. Prior to and as a condition of assignment of the TIF Note to Assignee, Assignee shall execute and deliver to the HRA an investor letter in the form attached hereto as Exhibit B. (f) Notwithstanding the foregoing, no provision of this Assignment shall restrict the HRA and the City of Hopkins from exercising their rights and remedies under Article IX of the Contract. Section 2. Consent and Acknowledgement. The recitals to this Assignment are incorporated by reference and constitute a constituent part of this Assignment. By its execution of the Notice and Consent, the HRA has acknowledged and consented to the assignment of Assignor’s rights under the TIF Documents to Assignee as security for Assignor’s payment and performance of its obligations under the Bond Documents, and has irrevocably agreed that as and when due, the HRA shall pay the TIF Revenues directly to Assignee, as holder of the TIF Note, to be applied to pay debt service on the Bonds pursuant to the terms of the Bond Documents. The Notice and Consent attached hereto sets forth the HRA’s agreement to the Assignor’s deposit of the TIF Revenues with Assignee and to the payment instructions with respect thereto. Section 3. Representations and Warranties. Assignor hereby represents and warrants that (i) it has all requisite power and authority and the legal right to enter into this Assignment, and that its execution, delivery and performance of this Assignment is within its powers, has been duly authorized by all necessary partnership action, and does not contravene any agreement applicable to it or restrictions binding on or affecting it or its assets; (ii) the TIF Documents have been executed and delivered by the parties thereto, are in full force and effect and are the legal valid and binding obligations of the parties thereto; (iii) all necessary consents, approvals, allocations and assignments for the allocation of the TIF Revenues to the Project have been obtained; and (iv) there are no other liens, pledges, encumbrances or other third party interests in the TIF Documents or the TIF Revenues other than the pledge to Assignee hereunder and under the Bond Documents. Section 4. Covenants. Until such time that all of the TIF Revenues have been received by Assignee and while this Assignment remains in effect, Assignor covenants and agrees: (a) at any time and from time to time, upon the request of Assignee or Red Stone Servicer, LLC (the “Controlling Person”), promptly and duly to execute and deliver such further instruments and documents as Assignee or the Controlling Person may reasonably request for the purpose of obtaining or preserving the full benefits of this Assignment and the rights and powers granted herein (including without limitation, financing or continuation statements); (b) cause the Assignor and the Project to comply in all material respects with the provisions of the Contract and take such actions as may be necessary to satisfy the conditions of Section 3.3 of the Contract to the issuance of the TIF Note and cause the HRA to issue the TIF Note; (c) take such actions as may be necessary to endorse and assign the TIF Note, when issued and delivered by the HRA, to Assignee and deliver the original TIF Note, duly endorsed, to Assignee; (d) provide Assignee and the Controlling Person with prompt written notice of any potential reduction in assistance under the Contract as relates to assistance to the Assignor or the Project 4 Facilities, together with an analysis of the impact of such reduction in assistance and a proposal for alternative sources of funds or reduction in indebtedness to take into account such reduction in assistance; (e) not to assign or grant any right, title or interest in or to Assignor’s rights under the TIF Documents to the TIF Revenues; and (f) not to consent to, vote in favor of or otherwise permit or be party to any amendment to or modification or waiver of any provision of the TIF Documents or any reduction in assistance thereunder without the prior written consent of Assignee and the Controlling Person; and (g) not to consent to, vote in favor of or otherwise permit or be party to any action which shall have the effect of revoking or impairing the pledge of the TIF Revenues, reducing the TIF Revenues or Assignee’s interest therein or giving any party other than Assignee an interest therein or a claim thereupon. Section 5. Default. Upon the occurrence of an Event of Default, Assignee acting upon the direction of the Controlling Person, may exercise any and all rights that Assignor has under the TIF Documents. Section 6. Appointment of Assignee as Attorney-In-Fact. Assignor hereby irrevocably constitutes and appoints Assignee, with full power of substitution, as its true and lawful attorney-in-fact, with full irrevocable power and authority in the place and stead of Assignor, and in the name of Assignor, or in its own name, to exercise after an Event of Default occurs, all rights and powers of Assignor under the TIF Documents, including, without limitation, the right and power to do any of the following upon the direction of the Controlling Person: (a) direct the HRA to make payment of any TIF Revenues as and when due in accordance with the TIF Documents; (b) commence and prosecute any suits, actions, or proceedings at law or in equity in any court of competent jurisdiction, to collect TIF Revenues on behalf of Assignor due at any time in respect or arising out of the TIF Documents; (c) commence and prosecute any suits, actions, or proceedings, at law or in equity in any court of competent jurisdiction; and (d) settle, compromise or adjust any such suit, action or proceeding. Assignor hereby ratifies all that said attorneys shall properly do or cause to be done in good faith by virtue hereof. This power of attorney is a power coupled with an interest and shall be irrevocable. Section 7. Governing Law. This Assignment and all matters arising out of or related to this Assignment shall be governed by and construed in accordance with the laws of the State of Minnesota, without giving effect to its conflict of laws principles, except as required by mandatory provisions of law and except to the extent that the UCC provides that the validity or perfection of the security interests hereunder, or remedies hereunder in respect of any particular collateral, are governed by the laws other than the laws of the State of Minnesota. Section 8. Duties of Assignee. The rights and powers conferred on Assignee hereunder are solely to protect its interest in the rights under the TIF Documents assigned herein and shall not impose any duty upon Assignee or the Controlling Person to exercise any such rights or powers. 5 Section 9. Submission to Jurisdiction; Waivers. This Assignment constitutes a “Bond Document” under and as defined in the Indenture, and shall be governed by provisions of the Bond Documents pertaining to jurisdiction and forum and waiver of jury trial. Section 10. Termination. Upon delivery of all of the TIF Revenues to Assignee, this Assignment shall automatically terminate, and upon Assignor’s request and at Assignor’s expense, Assignee shall take such actions as are necessary to release the security interests granted hereunder. Notwithstanding the foregoing, the indemnities contained herein shall survive such termination. Section 11. Effect of Assignment. Nothing in this Assignment is intended to amend the terms and conditions of, or alter the rights and obligations of the parties to one another, under the TIF Documents. Section 12. No Amendments. This Assignment shall not be amended except by a writing executed by Assignor and Assignee and with the prior written consent of the Controlling Person. Notwithstanding anything to the contrary contained herein, the Controlling Person and the Holders from time to time of the Bonds shall be deemed third party beneficiaries of this Assignment and the rights of Assignee hereunder. [Signatures appear on following page] S-1 [325 Blake - Assignment of TIF Revenues] IN WITNESS WHEREOF, Assignor has caused this Assignment to be executed and delivered by its duly authorized representative as of the day and year first above written. ALATUS HOPKINS LIHTC I LLC, a Minnesota limited liability company By: Alatus Hopkins LIHTC I MM LLC, a Minnesota limited liability company, its Managing Member By: _______________________________ Name: Christian O. Osmundson Title: Vice President ACKNOWLEDGMENT STATE OF MINNESOTA ) ) COUNTY OF HENNEPIN ) On this ____ day of _________________, 2022, before me, _____________________________, personally appeared Christian O. Osmundson, known to me or proven on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity as the Vice President of Alatus Hopkins LIHTC I MM LLC, a Minnesota limited liability company, the managing member of Alatus Hopkins LIHTC I LLC, a Minnesota limited liability company, and that, by his signature on the instrument, the entity on behalf of which he acted executed the instrument. WITNESS my hand and official seal. ________________________________ Notary My Commission expires: (SEAL) NOTICE TO AND CONSENT OF HRA September [__], 2022 Housing and Redevelopment Authority in and for the City of Hopkins 1010 1st Street South Hopkins, MN 55343 Attention: Executive Director Ladies and Gentlemen: The undersigned hereby notifies you that Alatus Hopkins LIHTC I LLC (the “Assignor”) has executed and delivered an Assignment of TIF Revenues dated as of September 1, 2022 (the “Assignment”) in favor of the undersigned, pursuant to which Assignor has assigned to the undersigned the TIF Note and its rights to the TIF Revenues under and pursuant to the terms of that certain Contract for Private Redevelopment dated as of September 1, 2022. You are hereby instructed by Assignor to cause such amounts to be deposited with The Huntington National Bank, as trustee, in accordance with the following instructions: The Huntington National Bank, as trustee, and its successors and assigns 525 Vine Street CN01 Cincinnati, Ohio 45202 Attention: Corporate Trust ___________________________________________ ABA#: ___________________________ ACCT#: __________________________ Name: ____________________________ Ref: ______________________________ By your execution and delivery of this Acknowledgment and Consent, the HRA hereby irrevocably: (a) consent to such assignment and acknowledge and agree that the TIF Note will be assigned and endorse upon issuance thereof to Assignee and that you will thereafter make all payments of the TIF Revenues under the TIF Note to the undersigned in accordance with the instructions set forth above; (b) represent that all necessary consents and approvals for the allocation of the TIF Revenues to the Project Facilities and the execution and delivery of the TIF Documents have been obtained except for the satisfaction of the conditions to issuance of the TIF Note contained in Section 3.3 of the Contract; (c) represent that there are no other liens, pledges, encumbrances or other third-party interests in the TIF Revenues other than the Assignment; (d) agree not to consent to, vote in favor of or otherwise permit or be party to any amendment to or modification or waiver of any provision of the TIF Documents or any reduction in assistance thereunder without the prior written consent of Trustee and the Controlling Person; and (e) agree not to take or consent to, vote in favor of or otherwise permit or be party to any action which shall have the effect of revoking or impairing the pledge of the TIF Revenues, reducing the TIF Revenues or Assignee’s interest therein or giving any party other than Assignee an interest therein or a claim thereupon. Very truly yours, [Signature appears on following page] [325 Blake – Notice to and Consent of City] THE HUNTINGTON NATIONAL BANK, as Trustee By: _________________________________ Name: Tammie Champion Title: Vice President STATE OF OHIO ) ) ss. COUNTY OF ____________ ) BE IT REMEMBERED, That on this ______ day of _____________, 2022, before me personally appeared Tammie Champion, to me known, who, being by me duly sworn did say that she is the Vice President of The Huntington National Bank, a national banking association duly organized and validly existing under the laws of the United States of America, and said Vice President acknowledged said instrument to be the free act and deed of said banking association. IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal at my office in the County and State the day and year last above written. ___________________________________ NOTARY PUBLIC Print Name: ________________________ My Commission Expires: ___________________________ [325 Blake – Notice to and Consent of City] ACKNOWLEDGED AND AGREED TO: HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF HOPKINS: By: Patrick Hanlon Its: Chair By: Michael Mornson Its: Executive Director ACKNOWLEDGMENT STATE OF MINNESOTA ) ) SS. COUNTY OF HENNEPIN ) The foregoing instrument was acknowledged before me this ____ day of ______________, 2022, by Patrick Hanlon, the Chair of the Housing and Redevelopment Authority in and for the City of Hopkins, a public body corporate and politic under the laws of Minnesota, on behalf of the HRA. Notary Public STATE OF MINNESOTA ) ) SS. COUNTY OF HENNEPIN ) The foregoing instrument was acknowledged before me this ____ day of ______________, 2022, by Michael Mornson, the Executive Director of the Housing and Redevelopment Authority in and for the City of Hopkins, a public body corporate and politic under the laws of Minnesota, on behalf of the HRA. Notary Public A-1 EXHIBIT A COPY OF TIF DOCUMENTS (See attached) B-1 EXHIBIT B FORM OF INVESTMENT LETTER [ To be provided] 1 ______________________________________________________________________________ (above space intentionally left blank for recorder) MASTER SUBORDINATION AGREEMENT THIS MASTER SUBORDINATION AGREEMENT (this “Agreement”) is effective as of the ___ day of _________________, 2022 (the “Effective Date”), and is entered into by and among HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF HOPKINS (“Hopkins HRA”), HENNEPIN COUNTY HOUSING AND REDEVELOPMENT AUTHORITY (“Authority”), CITY OF HOPKINS, MINNESOTA, a municipal corporation of the State of Minnesota (“LCDA Provider”), ALATUS HOPKINS MD LLC, a Delaware limited liability company (“Alatus MD”), and ALATUS HOPKINS LIHTC I LLC, a Minnesota limited liability company (“Borrower”). RECITALS A. Borrower has applied for and obtained certain loans from the Authority, the Hopkins HRA, LCDA Provider, and Alatus MD and have used and/or will use the proceeds of the loans, together with additional equity, to fund the acquisition, construction and/or rehabilitation of a multifamily housing development (the “Project”) upon the land (“Land”) legally described on Exhibit A attached hereto and commonly described as 325 Blake Road. B. The following is a listing and description of the loans that Borrower has obtained (collectively, and together with the Alatus MD Loan (as defined below), the “Loans”), the repayment of such Loans is or will be secured by liens on the Land and the Property, and a listing of the documents that evidence and secure repayment of such Loans (collectively, and together with the Alatus MD Loan Documents (as defined below), the “Loan Documents”): Description of Loans Amounts Loan Documents Evidencing and Securing Repayment of such Loans 2 A loan to Borrower from Hopkins HRA through its TIF Spending Plan Funds from TIF District 2-11 (the “TIF Loan”). Original principal amount of $3,750,000 Those documents set forth in Exhibit B attached hereto and made a part hereof (collectively, the “TIF Loan Documents”). A loan to Borrower from Authority through its Affordable Housing Incentive Fund Program (the “AHIF Loan”). Original principal amount of $600,000 Those documents set forth in Exhibit C attached hereto and made a part hereof (collectively, the “AHIF Loan Documents”). A loan to Borrower from Authority through its Affordable Housing Accelerator Program (the “Accelerator Loan”) Original principal amount of $878,000 Those documents set forth in Exhibit D attached hereto and made a part hereof (collectively, the “Accelerator Loan Documents”). A loan to Borrower from LCDA Provider (the “LCDA Loan”) Original principal amount of $220,000 Those documents set forth in Exhibit E attached hereto and made a part hereof (collectively, the “LCDA Loan Documents”). A loan to Borrower from Alatus MD (the “Sponsor Loan”) Original principal amount of $[650,000] Those documents set forth in Exhibit F attached hereto and made a part hereof (collectively, the “Sponsor Loan Documents”). Alatus MD Loan (as defined below) Original principal amount of $1,000,000 Alatus MD Loan Documents (as defined below, and as set forth in Exhibit G attached hereto and made a part hereof). C. In addition to the Loans, on or about July 7, 2022, Borrower had previously applied for and obtained the Senior Loan from Senior Lender, as defined and described below. 3 D. In addition to the Senior Loan, on or about July 7, 2022, Alatus MD loaned $1,000,000.00 to Borrower (the “Alatus MD Loan”) for Borrower to acquire the Land, as such Alatus MD Loan is evidenced by that certain Seller Loan Promissory Note made by Borrower to Alatus MD (“Alatus MD Note”) and secured by that certain Seller Loan Mortgage made by Borrower in favor of Alatus MD and filed of record with the Hennepin County, Minnesota Office of the Registrar of Titles on July 21, 2022 as Doc. No. 5960725 (“Alatus MD Mortgage” and together with the Alatus MD Note and any other documents set forth in Exhibit E attached hereto and made a part hereof, collectively, the “Alatus MD Loan Documents”). E. The parties intend that the Loans, the corresponding Loan Documents, and other documents referred to herein and liens created by the Loan Documents and other documents referred to herein have a certain order of priority, and the parties wish to specify how the terms and conditions contained in the Loan Documents will be interpreted in the event of a conflict or inconsistency. MASTER SUBORDINATION AGREEMENT NOW, THEREFORE, in consideration of good and valuable consideration, and in further consideration of the parties making and entering into the Loans, the parties to this Agreement agree as follows: 1. Definitions. For purposes of this Agreement, the definitions set forth above in the preamble paragraph and Recitals are incorporated into this Section 1 by reference, and the following terms have the meanings set out respectively after each term, and its meaning is equally applicable to both the singular and plural forms of the term defined: a. “Bankruptcy Proceedings” means any bankruptcy, reorganization, insolvency, composition, restructuring, dissolution, liquidation, receivership, assignment for the benefit of creditors, or custodianship action or proceeding under any federal or state law with respect to Borrower, any guarantor of any of the Loan Documents, any of their respective properties, or any of their respective partners, members, officers, directors, or shareholders. b. “Senior Lender” means, collectively, (i) City of Hopkins, Minnesota, as “Issuer”, and (ii) The Huntington National Bank, a national banking association, as “Trustee”, together with their respective successors and/or assigns, as their interests may respectively appear. c. “Senior Loan” means the loan by Senior Lender to Borrower, pursuant to the terms of a Loan Agreement dated as of July 1, 2022 (“First Loan Agreement”) by and between Issuer and Borrower, of the proceeds of those certain $19,930,000 Multifamily Housing Revenue Bonds (325 Blake Apartments), Series 2022A, and $5,840,000 Taxable Multifamily Housing Revenue Bonds (325 Blake Apartments), Series 2022B (collectively, the “Bonds”), issued by Issuer pursuant to an Indenture of Trust dated as of July 1, 2022 (“First Indenture”) by and between Issuer and Trustee. 4 d. “Senior Loan Documents” means, collectively, the First Loan Agreement, the Bonds, the First Indenture, those certain two (2) promissory notes each dated July 7, 2022 and each from Borrower to Issuer, as endorsed by Issuer to Trustee (collectively, the “First Notes”), that certain Mortgage, Assignment of Rents, Security Agreement and Fixture Financing Statement dated as of July 1, 2022 from Borrower to Issuer and filed of record with the Hennepin County, Minnesota Office of the Registrar of Titles on July 21, 2022 as Doc. No. 5960721, as assigned by Issuer to Trustee pursuant to that certain Assignment of Mortgage dated July 7, 2022 and filed of record with the Hennepin County, Minnesota Office of the Registrar of Titles on July 21, 2022 as Doc. No. 5960724 (collectively, “First Mortgage”), that certain Assignment of Leases, Rents and Other Income dated as of July 1, 2022 from Borrower to Trustee and filed of record with the Hennepin County, Minnesota Office of the Registrar of Titles on July 21, 2022 as Doc. No. 5960722, that certain UCC Financing Statement naming Borrower, as debtor, and Trustee, as secured party, and filed of record with the Hennepin County, Minnesota Office of the Registrar of Titles on July 21, 2022 as Doc. No. 5960723, that certain Regulatory Agreement dated July 7, 2022 by and between Issuer, Borrower, and Trustee and filed of record with the Hennepin County, Minnesota Office of the Registrar of Titles on July 21, 2022 as Doc. No. 5960720, the Senior Loan Subordination Agreements, and all other documents, instruments, and agreements evidencing, governing, securing or otherwise related to the Senior Loan. e. “Senior Loan Subordination Agreements” means, collectively, those certain (i) Subordination Agreement dated as of July 1, 2022 by and between Borrower, Trustee, and Alatus MD, and filed of record with the Hennepin County, Minnesota Office of the Registrar of Titles on July 21, 2022 as Doc. No. 5960726; (ii) Subordination Agreement dated as of [September] 1, 2022 by and between Borrower, Trustee, and Authority, and filed of record with the Hennepin County, Minnesota Office of the Registrar of Titles on or about the date hereof; (iii) Subordination Agreement dated as of [September] 1, 2022 by and between Borrower, Trustee, and Authority, and filed of record with the Hennepin County, Minnesota Office of the Registrar of Titles on or about the date hereof; (iv) Subordination Agreement dated as of [September] 1, 2022 by and between Borrower, Trustee, and Hopkins HRA, and filed of record with the Hennepin County, Minnesota Office of the Registrar of Titles on or about the date hereof; (v) Subordination Agreement dated as of [September] 1, 2022 by and between Borrower, Trustee, and LCDA Provider, and filed of record with the Hennepin County, Minnesota Office of the Registrar of Titles on or about the date hereof; and (vi) Subordination Agreement dated as of [September] 1, 2022 by and between Borrower, Trustee, and Alatus MD, and filed of record with the Hennepin County, Minnesota Office of the Registrar of Titles on or about the date hereof. 2. Consent to Loans, Liens and Encumbrances. The parties agree and consent to the Senior Loan and all of the Loans, and agree that all of the liens and encumbrances created by the Senior Loan Documents and the respective Loan Documents are deemed to be permitted encumbrances under their respective Loan Documents. The parties further agree to execute any and all documents that Senior Lender or any party to this Agreement may reasonably request in order to document that the liens and encumbrances are permitted encumbrances under their respective Loan Documents. 5 3. Use of Loan Documents. The parties agree and consent to the use of the Loan Documents set forth in the attached exhibits in conjunction with the Loan referenced in each exhibit, respectively. In addition, each party, as to the respective Loan Documents that correspond to one of its Loans, does hereby covenant, warrant, consent and agree that (i) the described Loan Documents are all of the documents that the party has entered into regarding the corresponding Loan, (ii) there are no documents relating to its Loan other than the described Loan Documents for its Loan, (iii) it will not enter into any other document for its Loan that would adversely impact any other party or parties to this Agreement without the prior written consent of the party or parties (excluding documentation of amounts having been advanced by a party for the protection of its security interest or lien priority pursuant to the Loan Documents), (iv) any existing document or documents that may come into existence in the future to which a party is or becomes a party or from which a party obtains a benefit that is different from the benefits that the other parties have received or will receive, and that is not listed in the Loan Documents set forth in this Agreement for the Loan, will be of no force or effect until approved and consented to in writing by all of the parties to this Agreement upon which the document has, or will have, an adverse effect (excluding documentation of amounts having been advanced by a party for the protection of its security interest or lien priority pursuant to the Loan Documents), and upon written approval, the documents will automatically be considered to be included in the exhibit to this Agreement setting forth the Loan Documents for the Loan. The other parties to this Agreement will execute any document that may reasonably be requested in order to include the document in the exhibit. 4. Subordination of Loans and Loan Documents. a. Loan Priority. Except as specifically provided below, each party agrees to the following priority of the Loan Documents and any and all of the liens and encumbrances created by the Loan Documents and subordinates its respective Loan Documents and the liens and encumbrances created by its respective Loan Documents to those Loan Documents and liens and encumbrances created by the Loan Documents that are listed as having a priority over its Loan Documents and the liens and encumbrances created by its respective Loan Documents: Loan Documents and Liens and Encumbrances Created by the Loan Documents Party to the Loan Documents and Holder of Liens and Encumbrances Created by the Loan Documents Order of Priority Senior Loan Documents Senior Lender First TIF Loan Documents Hopkins HRA Second AHIF Loan Documents Authority Third Accelerator Loan Documents Authority Fourth LCDA Loan Documents LCDA Provider Fifth Alatus MD Loan Documents Alatus MD Sixth Sponsor Loan Documents Alatus MD Seventh 6 b. The parties acknowledge that the Project is intended to receive the benefits of Low Income Housing Tax Credits (the "Credits") pursuant to Section 42 of the Internal Revenue Code ("Section 42") and that it is a condition of the receipt of the Credits that Borrower file a Declaration of Land Use Restrictive Covenants for Low-Income Housing Credits (the "Tax Credit Declaration"). The parties consent to the terms of the Tax Credit Declaration and agree that the Tax Credit Declaration is subordinate to each of their Loans and the related Loan Documents, except to the extent otherwise required by the Tax Credit Declaration (relating to the three-year vacancy control during the extended use period). c. Notwithstanding any other provision in this Agreement to the contrary, the parties acknowledge and agree that this Agreement is subject and subordinate to the Senior Loan Subordination Agreements and all of the Senior Loan Documents. 5. Interpretation. The parties are entering into and executing this Agreement in order to establish the subordination and priority of the Loan Documents and any liens and encumbrances created by the Loan Documents, and, accordingly, the parties agree, understand, and acknowledge that the enforceability of this Agreement is not, and will not be, restricted, limited, or impaired by the fact that not all of the parties to this Agreement are signatories to each or any of the Loan Documents. 6. Most Restrictive Requirements. Notwithstanding the order of priority and subordinations granted in this Agreement, the Borrower will comply not only with the Loan Documents having first priority but with all Loan Documents. For example, if a party's Loan Documents contain rent, income or occupancy requirements that are more restrictive than Loan Documents that are more senior in priority, then the Borrower will comply with the more restrictive Loan Documents for as long as they remain in effect. 7. Absence of Events of Default and Compliance with Closing Requirements. Each party states, represents, and warranties that as to each of its respective Loans, (i) its Loans have been duly closed, (ii) there are no events of default, or events that with the passage of time could constitute an event of default, currently existing with respect to any of its Loans, and (iii) all of its Loans are in good standing. 8. Notice of Default and Cure Rights. Each party will deliver to the other parties a default notice within five (5) business days in each case where a party has given a default notice to Borrower (provided that each party will have no liability to any party for failure to timely give notice). Failure of the notifying party to send a default notice to the other parties will not prevent the exercise of the notifying party’s rights and remedies under the Loan Documents, subject to the provisions of this Agreement. The other parties will have the opportunity, but not the obligation, to cure any default within sixty (60) days following the date of the notice; provided, however that the notifying party will be entitled, during the sixty (60) day period, to continue to pursue its rights and remedies under the Loan Documents. 9. Use of Insurance and Condemnation Proceeds. Notwithstanding any provisions to the contrary contained in this Agreement or in any of the Loan Documents, the parties agree that any and all insurance and/or condemnation proceeds will be used first to repair or reinstate the 7 Project. If there are any remaining proceeds, or if the amounts are insufficient to repair or reinstate the Project, or if the Project cannot be repaired or reinstated, then the proceeds will be used to pay off the Loans in order of the priority of the Loan Documents specified in this Agreement. 10. Agreement Not to Commence Bankruptcy Proceedings. The parties agree that during the term of this Agreement they will not commence, or join with any other creditor in commencing, any Bankruptcy Proceeding with respect to Borrower, without the other parties’ prior written consents. 11. Survival of Termination. The terms of this Agreement will continue, and will survive the termination of this Agreement, if any payment under the Loan Documents (whether by or on behalf of Borrower, as proceeds of security or enforcement of any right of set-off or otherwise) is for any reason repaid or returned to Borrower or its insolvent estate, or avoided, set aside or required to be paid to Borrower, a trustee, receiver or other similar party under any bankruptcy, insolvency, receivership or similar law. In the event, any or all of the Loans originally intended to be satisfied will be deemed to be reinstated and outstanding to the extent of any repayment, return, or other action, as if the payment had not been made. 12. Notices. Any notice required to be given to any party pursuant to this Agreement shall be in writing and shall be deemed duly given (i) on the date of personal delivery, (ii) one business day following dispatch by Federal Express or equivalent, or (iii) three (3) business days after mailing certified mail, postage prepaid, return receipt requested, to the respective addresses of the parties set out below: If to Borrower: ALATUS HOPKINS LIHTC I LLC c/o Alatus LLC 80 South Eighth Street, Suite 4155 Minneapolis, MN 55402 Attention: Robert C. Lux and Chris Osmundson With copies to: Winthrop & Weinstine, P.A. 225 South Sixth Street, Suite 3500 Minneapolis, MN 55402 Attention: John M. Stern and: 8 Raymond James Tax Credit Fund XX L.L.C. (the “Investor Member” of Borrower) c/o Raymond James Tax Credit Funds, Inc. 880 Carillon Parkway St. Petersburg, Florida 33716 Attention: Steven J. Kropf, President and: Nixon Peabody LLP Exchange Place 53 State Street Boston, Massachusetts 02109 Attention: Nate Bernard, Esq. If to Hopkins HRA: Housing and Redevelopment Authority in and for the City of Hopkins 1010 1st Street South Hopkins, MN 55343 Attn: Executive Director With a copy to: Kennedy & Graven, Chartered 150 South 5th Street, Suite 700 Minneapolis, MN 55402 Attn: Scott J. Riggs If to Authority: Hennepin County Housing and Redevelopment Authority 701 Fourth Avenue South, Suite 400 Minneapolis, MN 55415 If to LCDA Provider: City of Hopkins, Minnesota 1010 First Street South Hopkins, MN 55343 Attn: City Manager With a copy to: 9 Kennedy & Graven, Chartered 150 South 5th Street, Suite 700 Minneapolis, MN 55402 Attn: Scott J. Riggs If to Alatus MD: ALATUS HOPKINS MD LLC c/o Alatus LLC 80 South Eighth Street, Suite 4155 Minneapolis, MN 55402 Attention: Robert C. Lux and Chris Osmundson With copies to: Winthrop & Weinstine, P.A. 225 South Sixth Street, Suite 3500 Minneapolis, MN 55402 Attention: John M. Stern 13. Execution in Counterparts. This Agreement may be executed in any number of counterparts, each of which will be an original but all of which will constitute one instrument. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK; SIGNATURE AND ACKNOWLEDGMENT PAGES FOLLOW] 24601352v3 15056.22 SIGNATURE PAGE – MASTER SUBORDINATION AGREEMENT IN WITNESS WHEREOF, the parties have executed this Master Subordination Agreement effective as of the Effective Date first written above. BORROWER: ALATUS HOPKINS LIHTC I LLC, a Minnesota limited liability company By: Alatus Hopkins LIHTC I MM LLC, a Minnesota limited liability company Its: Managing Member By: ____________________________ Name: Christian B. Osmundson Its: Vice President STATE OF MINNESOTA ) ) ss. COUNTY OF ____________ ) The foregoing instrument was acknowledged before me this _____ day of ______________2022, by Christian B. Osmundson, the Vice President of Alatus Hopkins LIHTC I MM LLC, a Minnesota limited liability company, the Managing Member of Alatus Hopkins LIHTC I LLC, a Minnesota limited liability company, on behalf of the limited liability company. Notary Public SIGNATURE PAGE – MASTER SUBORDINATION AGREEMENT HOPKINS HRA: HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF HOPKINS By: ____________________________ Name: Patrick Hanlon Its: Chair By: ____________________________ Name: Michael Mornson Its: Executive Director STATE OF MINNESOTA ) ) ss. COUNTY OF HENNEPIN ) The foregoing instrument was acknowledged before me this _____ day of September, 2022, by Patrick Hanlon, the Chair of the Housing and Redevelopment Authority in and for the City of Hopkins, on behalf of the authority. Notary Public STATE OF MINNESOTA ) ) ss. COUNTY OF HENNEPIN ) The foregoing instrument was acknowledged before me this _____ day of September, 2022, by Michael Mornson, the Executive Director of the Housing and Redevelopment Authority in and for the City of Hopkins, on behalf of the authority. Notary Public SIGNATURE PAGE – MASTER SUBORDINATION AGREEMENT AUTHORITY: HENNEPIN COUNTY HOUSING AND REDEVELOPMENT AUTHORITY, a public body corporate and politic of the State of Minnesota APPROVED AS TO FORM _____________________________ By: Assistant County Attorney Vice Chair of its Board Date: ________________________ Attest: Deputy/Clerk of the County Board By: ______________________________________ Executive Director STATE OF MINNESOTA ) ) ss. COUNTY OF HENNEPIN ) The foregoing instrument was acknowledged before me this ___ day of ____________, 2022, by _________________________________, the Vice Chair of the Board of the Hennepin County Housing and Redevelopment Authority, a public body corporate and politic, on behalf of the Authority. Notary Public STATE OF MINNESOTA ) ) ss. COUNTY OF HENNEPIN ) The foregoing instrument was acknowledged before me this ___ day of ____________, 2022, by ____________________ the Executive Director of the Hennepin County Housing and Redevelopment Authority, a public body corporate and politic, on behalf of the Authority. Notary Public RECOMMENDED FOR APPROVAL: ______________________________ Deputy Executive Director Date: _________________________ SIGNATURE PAGE – MASTER SUBORDINATION AGREEMENT LCDA PROVIDER: CITY OF HOPKINS, MINNESOTA By: ____________________________ Name: Patrick Hanlon Its: Mayor By: ____________________________ Name: Michael Mornson Its: City Manager STATE OF MINNESOTA ) ) ss. COUNTY OF HENNEPIN ) The foregoing instrument was acknowledged before me this _____ day of September, 2022, by Patrick Hanlon, the Mayor of the City of Hopkins, Minnesota, on behalf of the city. Notary Public STATE OF MINNESOTA ) ) ss. COUNTY OF HENNEPIN ) The foregoing instrument was acknowledged before me this _____ day of September, 2022, by Michael Mornson, the City Manager of the City of Hopkins, Minnesota, on behalf of the city. Notary Public SIGNATURE PAGE – MASTER SUBORDINATION AGREEMENT ALATUS MD: ALATUS HOPKINS MD LLC, a Minnesota limited liability company By: ____________________________ Name: Christian B. Osmundson Its: Vice President STATE OF MINNESOTA ) ) ss. COUNTY OF ____________ ) The foregoing instrument was acknowledged before me this _____ day of ______________2022, by Christian B. Osmundson, the Vice President of Alatus Hopkins MD LLC, a Minnesota limited liability company, on behalf of the limited liability company. Notary Public This document drafted by, and after recording return to: WINTHROP & WEINSTINE, P.A. (JMS) 225 South Sixth Street, Suite 3500 Minneapolis, MN 55402 (612) 604-6400 A-1 EXHIBIT A LEGAL DESCRIPTION Real property in the City of Hopkins, County of Hennepin, State of Minnesota, described as follows: Lot 2, Block 2, Mile 14 On Minnehaha Creek, according to the recorded plat thereof, Hennepin County, Minnesota. Torrens Property. B-1 EXHIBIT B HOPKINS HRA TIF LOAN DOCUMENTS 1. Loan Agreement by and between Borrower and Hopkins HRA. 2. Promissory Note in the principal amount of $3,750,000 made by Borrower in favor of the Hopkins HRA. 3. Mortgage securing a principal indebtedness of $3,750,000 granted by Borrower in favor in of the Hopkins HRA. 4. Declaration of Restrictive Covenants granted by Borrower in favor of the Hopkins HRA. 5. Minimum Assessment Agreement (Phase IA – Building A) by and between Borrower and the Hopkins HRA, and certified by the County Assessor. C-1 EXHIBIT C AHIF LOAN DOCUMENTS 1. Consolidated Loan Agreement by and between the Authority and Borrower relating to the loan of proceeds from the Authority’s Affordable Housing Incentive Fund. 2. Promissory Note in the principal amount of $600,000 made by Borrower in favor of the Authority. 3. Combination Mortgage, Assignment of Rents, Security Agreement, and Fixture Financing Statement securing a principal indebtedness of $600,000 granted by Borrower in favor in of the Authority. 4. Declaration of Covenants and Restrictions regarding the AHIF Loan granted by Borrower in favor of the Authority. D-1 EXHIBIT D ACCELERATOR LOAN DOCUMENTS 1. Consolidated Loan Agreement by and between the Authority and Borrower relating to the loan of proceeds from the Authority’s Affordable Housing Accelerator. 2. Promissory Note in the principal amount of $878,000 made by Borrower in favor of the Authority. 3. Combination Mortgage, Assignment of Rents, Security Agreement, and Fixture Financing Statement securing a principal indebtedness of $878,000 granted by Borrower in favor in of the Authority. 4. Declaration of Covenants and Restrictions regarding the Accelerator Loan granted by Borrower in favor of the Authority. E-1 EXHIBIT E LCDA LOAN DOCUMENTS 1. Loan Agreement by and between the LCDA Provider and Borrower relating to the loan of proceeds from the Livable Communities Demonstration Account (LCDA) grant. 2. Note in the principal amount of $220,000 made by Borrower in favor of the LCDA Provider. 3. Combination Mortgage and Security Agreement securing a principal indebtedness of $220,000 granted by Borrower in favor in of the LCDA Provider. F-1 EXHIBIT F SPONSOR LOAN DOCUMENTS 1. Sponsor Loan Promissory Note in the principal amount of $[650,000] made by Borrower in favor of Alatus MD. 2. Sponsor Loan Mortgage made by Borrower in favor of Alatus MD. G-1 EXHIBIT G ALATUS MD LOAN DOCUMENTS 1. Seller Loan Promissory Note in the principal amount of $1,000,000 made by Borrower in favor of Alatus MD. 2. Seller Loan Mortgage made by Borrower in favor of Alatus MD and filed of record with the Hennepin County, Minnesota Office of the Registrar of Titles on July 21, 2022 as Doc. No. 5960725. 1 MASTER LOAN DISBURSING AGREEMENT THIS MASTER LOAN DISBURSING AGREEMENT (this “Agreement”) is effective as of the _____ day of September, 2022 (the “Effective Date”), by and between FIRST AMERICAN TITLE INSURANCE COMPANY (“Escrow Agent”), HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF HOPKINS (“Hopkins HRA”), HENNEPIN COUNTY HOUSING AND REDEVELOPMENT AUTHORITY (“Authority”), CITY OF HOPKINS, MINNESOTA, a municipal corporation of the State of Minnesota (“LCDA Provider”), ALATUS HOPKINS MD LLC, a Delaware limited liability company (“Alatus MD”), and ALATUS HOPKINS LIHTC I LLC, a Minnesota limited liability company (“Borrower”). RECITALS WHEREAS, Borrower has applied for and obtained certain loans from the Authority, Hopkins HRA, LCDA Provider, and Alatus MD (individually and collectively, as the context requires, the “Lender”) and will use the proceeds of the loans and additional equity to fund the construction and/or rehabilitation of a multifamily housing development (the “Project”) upon the land (“Land”) legally described on Exhibit A attached hereto and commonly described as 325 Blake Road; and WHEREAS, the following is a listing and description of certain loans that Borrower has obtained (collectively and excluding the Equity (as defined below), the “Loans”) and the Equity (as defined below) that Borrower will use to fund the construction and/or rehabilitation of the Project (collectively, the “Project Funds”): Description of Project Funds Amount A loan to Borrower from Hopkins HRA through its TIF Spending Plan Funds from TIF District 2-11 (the “TIF Loan”), none of which has been disbursed as of the Effective Date. Original principal amount of $3,750,000 A loan to Borrower from Authority through its Affordable Housing Incentive Fund Program (the “AHIF Loan”), none of which has been disbursed as of the Effective Date. Original principal amount of $600,000 A loan to Borrower from Authority through its Affordable Housing Accelerator Program (the “Accelerator Loan”), none of which has been disbursed as of the Effective Date. Original principal amount of $878,000 2 A loan to Borrower from LCDA Provider through its Livable Communities Demonstration Account (LCDA) grant (the “LCDA Loan”), none of which has been disbursed as of the Effective Date. Original principal amount of $220,000 A loan to Borrower from Alatus MD (the “Sponsor Loan”), none of which has been disbursed as of the Effective Date. Original principal amount of $[650,000] Funds to be supplied by Borrower (“Equity”), [$_____] of which has been disbursed as of the Effective Date. $[REMAINING EQUITY] WHEREAS, each Lender has entered into respective agreements with Borrower and/or Title Company regarding the disbursement of respective Project Funds. WHEREAS, Hopkins HRA, Authority, LCDA Provider, Alatus MD, and Borrower have agreed that the Project Funds are to be disbursed in a certain order of priority, and now wish to establish how the Project Funds are to be disbursed and the order of priority for such disbursements. WHEREAS, Hopkins HRA, Authority, LCDA Provider, Alatus MD, and Borrower have requested that Escrow Agent disburse the Project Funds, and Escrow Agent is willing to do so pursuant to the terms and conditions of this Agreement. NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements set forth herein, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. Loan Advances. At the request of Borrower, each Lender will respectively deposit with Escrow Agent, from time to time, undisbursed proceeds of the respective Loans available for disbursement (“Advance(s)”). 2. Equity. All Equity shall be deposited with and disbursed by Escrow Agent. Subject to satisfaction of all terms and conditions of this Agreement and the respective documents evidencing and governing the Loans, any amounts payable pursuant to a draw request for work completed in connection with the construction and/or rehabilitation of the Project shall be paid from Equity until all Equity has been depleted. At the time of a submission of a draw request, Borrower shall deliver (a) to Escrow Agent and each Lender a request to fund Equity (“Request to Pay Equity”); and (b) to Escrow Agent an amount of Equity equal to the amount stated in such draw request. Provided that all conditions of disbursement stated below are satisfied and upon the approval of each respective Lender, Escrow Agent shall disburse such Equity in accordance with the applicable approved Request to Pay Equity, less any required retainage. 3 3. Purpose of Disbursements. Escrow Agent is authorized and directed to disburse Advances and Equity deposited pursuant to this Agreement to pay costs of construction and/or rehabilitation of the Project pursuant to statements of amounts due, which must be approved by Borrower and each Lender. 4. Order of Priority for Disbursement of Project Funds. Hopkins HRA, Authority, LCDA Provider, Alatus MD, and Borrower agree that the Escrow Agent has already been, or will be from time to time, supplied with the Project Funds and must disburse the Project Funds in the following order: Source of Project Funds Order of Disbursement Equity First TIF Loan Second AHIF Loan Third Accelerator Loan Fourth LCDA Loan Fifth Sponsor Loan Sixth When Borrower desires the disbursement of any or all of the Project Funds referred to in this paragraph 4, it will submit a draw request to the appropriate and respective party, consisting of Hopkins HRA, Authority, LCDA Provider, Alatus MD, or Borrower, that is supplying such Project Funds, and if such draw request meets the provisions contained in such applicable party’s documents and all other requirements imposed by such documents and this Agreement have been satisfied, then such applicable party, consisting of Hopkins HRA, Authority, LCDA Provider, Alatus MD, or Borrower, will approve the draw request and forward such approval to Escrow Agent for authorization of disbursement of the respective Project Funds under this Agreement. Hopkins HRA, Authority, LCDA Provider, Alatus MD, and Borrower agree that the Project Funds must be disbursed in the order indicated above and that none of the proceeds of a source of Project Funds will be disbursed until all of the proceeds of source(s) of Project Funds that are to be disbursed prior thereto have been disbursed. Hopkins HRA, Authority, LCDA Provider, Alatus MD, and Borrower further direct Escrow Agent to disburse the Project Funds in the order indicated, and Escrow Agent agrees to comply with such direction. Notwithstanding the above order of disbursement, Hopkins HRA, Authority, LCDA Provider, Alatus MD, and Borrower agree that if Project Funds from any one of the sources (the “Original Funding Source”) are unavailable due to (a) the requirements of the documents governing the eligible uses of such Original Funding Source and/or (b) certain conditions for disbursement of such Project Funds from the Original Funding Source that have not yet been met, subject to the terms of such Original Funding Source party’s documents, Project Funds from the next source of Project Funds in the order above will be made available for disbursement, but only to the extent the Original Funding Source is unavailable. 4 5. Conditions of Initial Disbursement. Prior to the initial disbursement of Advances and/or Equity hereunder, Borrower shall submit to Escrow Agent the following: a. A Project Cost Statement listing all of the hard and soft costs relating to the Project to be paid with Borrower’s equity and the Loans; b. A Sworn Construction Statement disclosing the name of each person, corporation or other entity which has a contract or subcontract under which payment may be required for any work done, material supplied or services furnished in connection with acquiring, constructing, financing, equipping and/or developing the Project, including project managers, architects, engineers and surveyors (“Contractors”), and the amount of such contract; and c. If requested by either Lender or Escrow Agent, a copy of each contract with each of the Contractors. 6. Conditions of Disbursement. The Borrower may obtain Advances for disbursement to Contractors only to the extent of the amount of the contract work completed or materials supplied to the Project by each such Contractor in accordance with its contract, less any required retainage, and the Borrower agrees that all sums requested hereunder for disbursement to each Contractor shall not exceed that amount. Prior to the disbursement of an Advance, Escrow Agent must be furnished with the following items via disbursing.mn@firstam.com (collectively, the “Documents”): a. An updated Sworn Construction Statement setting forth the Contractors, subcontractors and suppliers, the amount of each contract, the amount paid to date, the amount being requested, and the balances due (Exhibit B); b. An updated Project Cost statement reflecting all financial sources and uses, i.e. the amount paid to date, the amount being requested, and the sources/costs remaining; c. A draw request signed by Borrower for the requested disbursement; d. Written approval by each Lender of the relevant draw request, along with authorization to disburse the Advance; e. Sufficient funds to cover the requested disbursement; f. Additional equity deposit, if any, required pursuant to Paragraph 10 hereof; g. Sufficient funds to cover unpaid title and escrow charges; h. Unconditional, up to date lien waivers executed by each Contractor, to which any portion of the immediately preceding advance (“Prior Advance”) of 5 proceeds was paid, covering liens for all work done and materials supplied for which disbursement was made from the Prior Advance, in form satisfactory to Escrow Agent; and, i. Invoices, affidavits, or substantiated evidence of payment as may be requested by Escrow Agent or Lender to establish the cost or value of the items or improvements for which disbursement is to be or has been made. j. With the final draw request, an updated Sworn Construction Statement, inclusive of all change orders, together with full and final lien waivers from each Contractor for all work done and materials supplied for which payment has been made in full. 7. Mechanics’ Liens. Upon receipt of the draw request, Escrow Agent will order a search of the Hennepin County records for the presence of any mechanics liens. If a title search reveals a mechanics lien, Escrow Agent will notify Borrower and each Lender via email and may discontinue disbursement until the encumbrance has been disposed of to Escrow Agent’s satisfaction. The search and notification will be limited exclusively to mechanics liens of record and no other matters of title will be addressed. Each Lender, respectively, will be furnished with an ALTA 33 disbursements endorsement stating search results and the record date at that time (Exhibit C). 8. Review of Documents. Not later than 10 business days following receipt of the Documents, Escrow Agent will notify each Lender via email as to the sufficiency of the delivered Documents. If the Documents are satisfactory to the Escrow Agent, Escrow Agent will notify each Lender via email. Upon each Lender’s approval, each Lender will (on the requested date of disbursement) transmit to Escrow Agent the respective Advance in the respective amount of the disbursement applied for in the relevant draw request (or so much thereof as such Lender may approve), by transfer of such funds to Escrow Agent for deposit in Escrow Agent’s Account No. 3017240000 maintained with First American Trust, FSB, 5 First American Way, Santa Ana, California, ABA No. 122241255. 9. Disbursement of Funds. Upon receiving the respective Advance transmitted by each Lender and/or the respective Equity, Escrow Agent will disburse the amounts shown in the relevant draw request (or such lesser amounts if directed by such Lender) directly to the general contractor and sub-contractors and other party identified in the relevant draw request, or, at the discretion of the Escrow Agent, directly to the general contractor. 10. Additional Equity Deposits. If at any time it is determined that the amount required to pay all remaining and unpaid costs and expenses in connection with the completion of the Project exceeds the amount of the undisbursed Project Funds available under the Loans and Equity, Borrower shall deposit with Escrow Agent funds from sources other than the proceeds of the Loans and Equity sufficient to pay for the excess costs. In no event shall Project Funds available under the Loans and Equity be disbursed 6 if the unpaid costs and expenses in connection with the completion of the Project exceed the amount of the undisbursed Project Funds available under the Loans and Equity. 11. No Interest on Funds. Escrow Agent shall not be liable for interest on funds or Advances deposited with it. 12. Records. Escrow Agent will keep and maintain books and records in sufficient detail to reflect the disbursements made by it pursuant to this Agreement. Each Lender and Borrower may during normal business hours examine the books and records of Escrow Agent pertaining to those disbursements. 13. Duties of Escrow Agent. Functions and duties assumed by Escrow Agent include only those described in this Agreement, and Escrow Agent is not obligated to act except in accordance with the terms and conditions of this Agreement. Escrow Agent does not insure that the Project will be completed, nor that any improvements for the Project will be in accordance with the plans and specifications, nor that sufficient funds will be available for the completion of the Project. Escrow Agent may conclusively rely upon and shall be protected in acting upon any document believed by Escrow Agent to be genuine and to have been signed or presented by the proper parties, consistent with reasonable due diligence on Escrow Agent’s part. 14. Custody of Documents. Escrow Agent shall not be responsible for any loss of documents, Advances or funds while such items are not in its custody. Documents, Advances or funds which are deposited in the United States mail shall not be construed as being in the custody of Escrow Agent. 15. Fees. Hopkins HRA, Authority, LCDA Provider, Alatus MD, and Borrower contemplate ____________ draws will occur for the Project. Escrow Agent’s fee for disbursement shall be $500.00 per draw, with an initial prepayment made by Borrower of $ _____________. Additional disbursement fees will be charged against the Borrower for any draws in excess of ___ draws. Escrow Agent reserves the right to charge additional fees should circumstances warrant extraordinary services on the part of the Escrow Agent. 16. First Mortgage Loan Disbursements. The parties hereto acknowledge the following: a. On or about July 7, 2022, the City of Hopkins, Minnesota (“Issuer”) issued those certain $19,930,000 Multifamily Housing Revenue Bonds (325 Blake Apartments), Series 2022A, and $5,840,000 Taxable Multifamily Housing Revenue Bonds (325 Blake Apartments), Series 2022B (collectively, the “Bonds”), pursuant to an Indenture of Trust dated as of July 1, 2022 (“First Indenture”) by and between Issuer and The Huntington National Bank, a national banking association (“Trustee”), the proceeds of which Bonds were loaned to Borrower (the “First Loan”) pursuant to the terms of a Loan 7 Agreement dated as of July 1, 2022 (“First Loan Agreement”) by and between Issuer and Borrower; b. Borrower’s obligations to repay the First Loan are evidenced by two (2) promissory notes each dated July 7, 2022 and each from Borrower to Issuer, as endorsed by Issuer to Trustee (collectively, the “First Notes”), which Notes are secured in part by a first-priority mortgage lien on the Land granted pursuant to a Mortgage, Assignment of Rents, Security Agreement and Fixture Financing Statement dated as of July 1, 2022 from Borrower to Issuer, as assigned by Issuer to Trustee (“First Mortgage”); c. Pursuant to the First Indenture and First Loan Agreement, Red Stone Servicer, LLC, a Delaware limited liability company (“Controlling Person”) and the Trustee are responsible for advances and disbursements of First Loan proceeds, and neither Issuer, Trustee, nor Controlling Person has entered into any disbursement agreement with Borrower, Escrow Agent, or any other person with respect to disbursements of First Loan proceeds; d. Borrower and Escrow Agent have entered or will enter into an Agreement for Mechanic’s Lien Endorsement (“First Loan Title Agreement”). 17. Miscellaneous. a. This Agreement shall be binding upon the parties hereto and their respective successors and assigns. b. This Agreement can be amended or modified only by a written amendment signed by the parties hereto. c. Any notice required to be given to Borrower, Authority, Hopkins HRA, Alatus MD, or Escrow Agent pursuant to this Agreement shall be in writing and shall be deemed duly given (i) on the date of personal delivery, (ii) one business day following dispatch by Federal Express or equivalent, or (iii) three (3) business days after mailing certified mail, postage prepaid, return receipt requested, to the respective addresses of the parties set out below: If to Borrower: ALATUS HOPKINS LIHTC I LLC c/o Alatus LLC 80 South Eighth Street, Suite 4155 Minneapolis, MN 55402 Attention: Robert C. Lux and Chris Osmundson With copies to: 8 Winthrop & Weinstine, P.A. 225 South Sixth Street, Suite 3500 Minneapolis, MN 55402 Attention: John M. Stern and: Raymond James Tax Credit Fund XX L.L.C. (the “Investor Member” of Borrower) c/o Raymond James Tax Credit Funds, Inc. 880 Carillon Parkway St. Petersburg, Florida 33716 Attention: Steven J. Kropf, President and: Nixon Peabody LLP Exchange Place 53 State Street Boston, Massachusetts 02109 Attention: Nate Bernard, Esq. If to Hopkins HRA: Housing and Redevelopment Authority in and for the City of Hopkins 1010 1st Street South Hopkins, MN 55343 Attn: Executive Director With a copy to: Kennedy & Graven, Chartered 150 South 5th Street, Suite 700 Minneapolis, MN 55402 Attn: Scott J. Riggs If to Authority: Hennepin County Housing and Redevelopment Authority 701 Fourth Avenue South, Suite 400 Minneapolis, MN 55415 If to LCDA Provider: City of Hopkins, Minnesota 1010 First Street South 9 Hopkins, MN 55343 Attn: City Manager With a copy to: Kennedy & Graven, Chartered 150 South 5th Street, Suite 700 Minneapolis, MN 55402 Attn: Scott J. Riggs If to Alatus MD: ALATUS HOPKINS MD LLC c/o Alatus LLC 80 South Eighth Street, Suite 4155 Minneapolis, MN 55402 Attention: Robert C. Lux and Chris Osmundson With copies to: Winthrop & Weinstine, P.A. 225 South Sixth Street, Suite 3500 Minneapolis, MN 55402 Attention: John M. Stern If to Escrow Agent: FIRST AMERICAN TITLE INSURANCE COMPANY First American Title Insurance Company 121 South Eighth Street, Suite 1250 Minneapolis, Minnesota 55402 Attn: Construction Disbursing Dept. Email: disbursing.mn@firstam.com d. This agreement may be executed in any number of counterparts, each of which is an original but all of which will constitute one instrument. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK; SIGNATURE PAGES FOLLOW] 24216078v5 15056.22 10 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first above written. ESCROW AGENT: FIRST AMERICAN TITLE INSURANCE COMPANY By: Its: 11 HOPKINS HRA: HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF HOPKINS By: ________________________ Name: Patrick Hanlon Its: Chair By: ________________________ Name: Michael Mornson Its: Executive Director 12 AUTHORITY: HENNEPIN COUNTY HOUSING AND REDEVELOPMENT AUTHORITY, a public body corporate and politic of the State of Minnesota APPROVED AS TO FORM _____________________________ By:_________________________________ Assistant County Attorney Vice Chair of its Board Date: ________________________ Attest:______________________________ Deputy/Clerk of the County Board By: ____________________________________ Executive Director 13 LCDA PROVIDER: CITY OF HOPKINS, MINNESOTA By: ____________________________ Name: Patrick Hanlon Its: Mayor By: ____________________________ Name: Michael Mornson Its: City Manager 14 ALATUS MD: ALATUS HOPKINS MD LLC, a Minnesota limited liability company By: ____________________________ Name: Christian B. Osmundson Its: Vice President 15 BORROWER: ALATUS HOPKINS LIHTC I LLC, a Minnesota limited liability company By: Alatus Hopkins LIHTC I MM LLC, a Minnesota limited liability company Its: Managing Member By: ____________________________ Name: Christian B. Osmundson Its: Vice President This document drafted by: WINTHROP & WEINSTINE, P.A. (JMS) 225 South Sixth Street, Suite 3500 Minneapolis, MN 55402 (612) 604-6400 16 EXHIBIT A LEGAL DESCRIPTION Real property in the City of Hopkins, County of Hennepin, State of Minnesota, described as follows: Lot 2, Block 2, Mile 14 On Minnehaha Creek, according to the recorded plat thereof, Hennepin County, Minnesota. Torrens Property. 17 EXHIBIT B SWORN CONSTRUCTION STATEMENT 18 EXHIBIT C ALTA 33 DISBURSEMENTS ENDORSEMENT