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Attachment B
<br />FUNDING LOAN AGREEMENT
<br />THIS FUNDING LOAN AGREEMENT (this Ð Funding Loan Agreement Ñ), is made and
<br />entered into as of June 1, 2020, by and among AMERICA FIRST MULTIFAMILY INVESTORS,
<br />LP, a Delaware limited partnership, as Initial Funding Lender (the Ð Initial Funding Lender Ñ), the
<br />CITY OF ROSEVILLE, MINNESOTA (the Ð Governmental Lender Ñ), a statutory city,
<br />municipal corporation, and political subdivision duly organized and existing under the
<br />Constitution and laws of the State of Minnesota (the Ð State Ñ), and U.S. BANK NATIONAL
<br />ASSOCIATION, a national banking association, organized and operating under the laws of the
<br />United States of America, having a corporate trust office in Saint Paul, Minnesota, as Fiscal Agent
<br />(the Ð Fiscal Agent Ñ). Capitalized terms are defined in Section 1.01 of this Funding Loan
<br />Agreement.
<br />RECITALS
<br />A. On November 25, 2019, pursuant to Minnesota Statutes, Chapter 462C, as amended
<br />(the Ð Act Ñ), the Governmental Lender issued its Multifamily Housing Revenue Note (Twin Lakes
<br />Family Apartments Project), Series 2019 (the Ð Prior Note Ñ), in the original aggregate principal
<br />amount of $4,346,852, and loaned the proceeds thereof to Roseville Leased Housing Associates I,
<br />LLLP, a Minnesota limited liability limited partnership (the Ð Borrower Ñ), for the purpose of
<br />providing short-term financing for the acquisition, construction, and equipping of a 228-unit
<br />multifamily rental housing development located at 1717 and 1743 County Road C West, Roseville,
<br />Minnesota to be known as Twin Lakes Family Apartments (the Ð Project Ñ).
<br />B. Pursuant to the Act and the Project Loan Agreement, dated as of June 1, 2020 (the
<br />Ð Project Loan Agreement Ñ), by and among the Governmental Lender, the Fiscal Agent, and the
<br />Borrower, the Governmental Lender is agreeing to make a mortgage loan to the Borrower in the
<br />maximum aggregate principal amount of $34,000,000 (the Ð Project Loan Ñ) to (i) refund the Prior
<br />Note and (ii) provide for the financing of the Project.
<br />C. The Governmental Lender is making the Project Loan to the Borrower with the
<br />proceeds received from the separate loan made to the Governmental Lender pursuant to this
<br />Funding Loan Agreement in the maximum aggregate principal amount of $34,000,000 (the
<br />Ð Funding Loan Ñ and together with the Project Loan, the Ð Loans Ñ). The Funding Loan is
<br />evidenced by the Governmental LenderÓs Multifamily Note with designation as Multifamily
<br />Housing Revenue Refunding Note (Twin Lakes Family Apartments Project), Series 2020 (the
<br />Ð Governmental Note Ñ) dated June ___, 2020, and delivered by the Governmental Lender to or at
<br />the direction of the Initial Funding Lender.
<br />D. The Initial Funding Lender, pursuant to the terms and subject to the conditions of
<br />this Funding Loan Agreement, the Construction Phase Financing Agreement, and the Construction
<br />Continuing Covenant Agreement, has agreed to originate and fund the initial advance of the
<br />Funding Loan to the Governmental Lender on the Delivery Date, which proceeds of the Funding
<br />Loan will be used by the Governmental Lender to concurrently fund the Project Loan to the
<br />Borrower pursuant to the Project Loan Agreement. Thereafter, the Funding Loan will be advanced
<br />on a draw-down basis in accordance with and subject to the terms of this Funding Loan Agreement
<br />and the Construction Continuing Covenant Agreement. The Initial Funding Lender will administer
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