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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 /> {00350591 } <br />