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Attachment C
<br />PROJECT LOAN AGREEMENT
<br />THIS PROJECT LOAN AGREEMENT (together with all amendments hereto, this
<br />Ð Project Loan Agreement Ñ) is made and entered into as of June 1, 2020 by and among the CITY
<br />OF ROSEVILLE, MINNESOTA (the Ð Governmental Lender Ñ), a statutory city, municipal
<br />corporation, and political subdivision duly organized and existing under the Constitution and laws
<br />of the State of Minnesota (the Ð State Ñ), U.S. BANK NATIONAL ASSOCIATION, a national
<br />banking association, duly organized and existing under the laws of the United States, as Fiscal
<br />Agent (together with any successor Fiscal Agents appointed under the Funding Loan Agreement,
<br />the Ð Fiscal Agent Ñ), and ROSEVILLE LEASED HOUSING ASSOCIATES I, LLLP, a limited
<br />liability limited partnership duly organized and existing under the laws of the State (together with
<br />its successors and assigns permitted hereunder, the Ð Borrower Ñ). Capitalized terms are defined
<br />in Section 1.01 of this Project Loan Agreement or in the Funding Loan Agreement (hereinafter
<br />defined).
<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 the Borrower, for the purpose of
<br />providing short-term financing for the acquisition, construction, and equipping a 228-unit
<br />multifamily housing rental 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 this Project Loan Agreement, at the BorrowerÓs request,
<br />the Governmental Lender is agreeing to make a mortgage loan to the Borrower in the maximum
<br />aggregate principal amount of $34,000,000 (the Ð Project Loan Ñ) to (i) refund the Prior Note and
<br />(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 loan 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) made to the Governmental
<br />Lender pursuant to the Funding Loan Agreement (the Ð Funding Loan Agreement Ñ), by and
<br />among America First Multifamily Investors, LP, a Delaware limited partnership, in its capacity as
<br />Initial Funding Lender (the Ð Initial Funding Lender Ñ), the Governmental Lender, and the Fiscal
<br />Agent. The Funding Loan is evidenced by the Governmental LenderÓs Multifamily Note with
<br />designation as Multifamily Housing Revenue Refunding Note (Twin Lakes Family Apartments
<br />Project), Series 2020 (the Ð Governmental Note Ñ) dated June ___, 2020 (together with all riders
<br />and addenda thereto), and delivered by the Governmental Lender to the Initial Funding Lender.
<br />D. The Initial Funding Lender, pursuant to the terms and subject to the conditions of
<br />the Funding Loan Agreement, the Construction Phase Financing Agreement, and the Construction
<br />Continuing Covenant Agreement, has agreed to originate and fund an initial advance of the
<br />Funding Loan to the Governmental Lender, which proceeds of the Funding Loan will be used by
<br />the Governmental Lender to fund the Project Loan to the Borrower pursuant to this Project Loan
<br />Agreement. Thereafter, the Funding Loan will be advanced on a draw-down basis. The Initial
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