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SUBORDINATION AGREEMENT GOVERNMENTAL ENTITY FOR REGULATORY AGREEMENT REGULATORY AGREEMENT ONLY/NO SUBORDINATE DEBT THIS SUBORDINATION AGREEMENT FOR REGULATORY AGREEMENT (this “Agreement”) is effective as of the ___ day of ___________, 2021, by the CITY OF ROSEVILLE, MINNESOTA, a municipal corporation under the laws of the State of Minnesota (“Governmental Entity”), WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (“Trustee”), and GARDENS EAST LIMITED PARTNERSHIP, a Minnesota limited partnership (“Borrower”), for the benefit of JLL REAL ESTATE CAPITAL, LLC, a Delaware limited liability company, its successors and assigns (“Lender”). RECITALS: A. Simultaneously herewith Lender is making a loan to Borrower in the original principal amount of $12,800,000.00 (“Loan”) pursuant to a Multifamily Loan and Security Agreement between Lender and Borrower (as supplemented or amended from time to time, the “Loan Agreement”) and evidenced by a Multifamily Note by Borrower to Lender (as supplemented or amended from time to time, the “Note”). The Loan is to be secured by a Multifamily Mortgage, Assignment of Rents, Security Agreement and Fixture Filing that will be recorded among the records of Ramsey County, Minnesota (“Official Records”) (as supplemented or amended from time to time, the “Mortgage”) of certain improved real property located in Ramsey County, Minnesota, as more particularly described on Exhibit A attached hereto (“Property”). The Loan Agreement, the Note and the Mortgage, together with all other documents executed with respect to the Loan, are hereinafter collectively referred to as the “Loan Documents”. B.In connection with the original tax-exempt financing of the construction and development of the Property, Borrower entered into a certain Regulatory Agreement dated as of July 1, 2007 (“Regulatory Agreement”) with the Governmental Entity and the Trustee, which was recorded in the office of the County Recorder, Ramsey County, Minnesota on ________________, as Document Number __________, pursuant to which the Property is subject to certain restrictions by Governmental Entity in accordance with the Internal Revenue Code of 1986, as amended (the “Code”), and Minnesota Statutes, Chapters 462C and 474A. C. As a condition to making the Loan, Lender requires that the lien of the Mortgage be superior to the lien of the Regulatory Agreement. Lender will not make the Loan unless Governmental Entity, Trustee and Borrower agree to subordinate their rights and obligations under the Regulatory Agreement. D. Borrower, Governmental Entity and Trustee hereby agree to subordinate the Regulatory Agreement on and subject to the terms, conditions and requirements set forth in this Agreement. Subordination Agreement (Governmental Entity) Centennial Commons Page 1 Active\\119115625.v1