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Attachment D
<br />AMENDED AND RESTATED REGULATORY AGREEMENT
<br />THIS AMENDED AND RESTATED REGULATORY AGREEMENT, dated as of June
<br />1, 2020 (this ÐRegulatory AgreementÑ), is made and entered into among the CITY OF
<br />ROSEVILLE, MINNESOTA, a municipal corporation and political subdivision of the State of
<br />Minnesota (the ÐGovernmental LenderÑ), U.S. BANK NATIONAL ASSOCIATION, a national
<br />banking association (the ÐFiscal AgentÑ), and ROSEVILLE LEASED HOUSING ASSOCIATES
<br />I, LLLP, a Minnesota limited liability limited partnership (the ÐBorrowerÑ).
<br />RECITALS
<br />The Governmental Lender is authorized to issue bonds or other obligations to provide
<br />financing for multifamily housing developments in accordance with the terms of Minnesota
<br />Statutes, Chapter 462C, as amended.
<br />For the purpose of providing short-term financing for the acquisition, construction, and
<br />equipping of an approximately 228-unit multifamily rental housing development and functionally
<br />related facilities to be located at 1717 and 1743 County Road C West in the City of Roseville,
<br />Minnesota (the ÐProjectÑ), on the real property described on EXHIBIT A attached hereto and
<br />inclusive of the easement described therein (collectively, the ÐLandÑ), funding one or more reserve
<br />funds to secure the timely payment of the Prior Note (as defined below), if necessary, paying
<br />interest on the Prior Note during the construction of the Project, if necessary, and paying the costs
<br />of issuing the Prior Note, the Governmental Lender previously issued its Multifamily Housing
<br />Revenue Note (Twin Lakes Family Apartments Project), Series 2019 (the ÐPrior NoteÑ), in the
<br />original aggregate principal amount of $4,346,852, in accordance with the terms of Resolution No.
<br />11647, adopted by the City Council of the Governmental Lender on November 4, 2019 (the ÐPrior
<br />ResolutionÑ).
<br />The Governmental Lender loaned the proceeds derived from the sale of the Prior Note to
<br />the Borrower pursuant to the terms of a Loan Agreement, dated November 25, 2019, between the
<br />Governmental Lender and the Borrower, to finance the Project (the ÐPrior Loan AgreementÑ).
<br />The Governmental Lender, the Borrower, and Bridgewater Bank, the holder of the Prior
<br />Note (ÐBridgewaterÑ), entered into a Regulatory Agreement dated November 25, 2019 (the
<br />ÐOriginal Regulatory AgreementÑ) pursuant to the Prior Resolution and the Prior Loan Agreement.
<br />The Borrower has requested that the Governmental Lender issue its Multifamily Housing
<br />Revenue Refunding Note (Twin Lakes Family Apartments Project), Series 2020 (the ÐNoteÑ)
<br />pursuant to a Funding Loan Agreement (the ÐFunding Loan AgreementÑ) dated as of June 1, 2020
<br />among the Governmental Lender, the Fiscal Agent and America First Multifamily Investors, LP
<br />(the ÐInitial Funding LenderÑ) in accordance with Resolution No. ____ adopted by the City
<br />Council of the Governmental Lender on May 18, 2020 (collectively, the ÐResolutionÑ) and a
<br />Project Loan Agreement among the Governmental Lender, the Fiscal Agent, and the Borrower,
<br />dated as of June 1, 2020 (the ÐLoan AgreementÑ), to provide funds to refund and redeem the Prior
<br />Note and to provide long-term financing for the Project.
<br />In connection with the refunding of the Prior Note, Bridgewater has assigned all of its right,
<br />title and interest in, to and under the Original Regulatory Agreement to the Fiscal Agent.
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