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DECLARATION OF RESTRICTIVE COVENANTS <br />This Declaration of Restrictive Covenants (the "Declaration") is made and executed as of <br />2017 (the "Effective Date"), by <br />LLC, a Minnesota limited liability company <br />("Declarant"), to and in favor of the Orono Housing and Redevelopment Authority, a politic <br />subdivision under the laws of the State of Minnesota (the "HRA"). <br />BACKGROUND <br />The HRA was previously the owner of fee title to certain real property located in the City <br />of Orono, Hennepin County, Minnesota, as legally described on Exhibit A (the "Property"). <br />The HRA, and the City of Orono, a Minnesota municipal corporation (the "City"), <br />entered into a Development Agreement dated November 30, 2001 (as amended to date, the <br />"Development Agreement"), with Orono Senior Housing, LLC, a Minnesota limited liability <br />company (the "Original Developer"). The HRA and the Original Developer also entered into a <br />99 -year Ground Lease of the Property dated November 30, 2001, filed December 4, 2001, as <br />Document No. 3466808, as amended by First Amendment to Ground Lease dated December 1, <br />2006, filed December 29, 2006, as Document No. 4342059, (collectively, the "Ground Lease"). <br />The transactions contemplated under the Development Agreement and the Ground Lease <br />involve the construction by the Original Developer of a 62 -unit senior rental apartment <br />development, parking facilities and related improvements on the Property (collectively, the <br />"Project"). The Project was financed, in part, pursuant to the proceeds of the bonds issued by the <br />City as its Senior Housing Revenue Bonds (Orono Woods Apartment Project) Series 2001A, its <br />Senior Housing Revenue Bonds (Orono Woods Apartment Project) Taxable Series 2001B, and <br />its Senior Housing Revenue Note (Orono Woods Apartment Project) Subordinate Series 2001C <br />(together the "Housing Bonds"). <br />The Project is subject to certain tax increment financing as more particularly set forth in <br />the Development Agreement. <br />Pursuant to the terms of the Ground Lease, the Original Developer closed on the <br />mortgage financing made available through the proceeds of the Housing Bonds, constructed the <br />Project, leased the rental housing units to senior residents, and has managed and operated the <br />{00354123 } <br />