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D. The proceeds of the Loans shall be used solely for the construction of a two hundred thirty (230) -unit luxury midrise apartment building with three thousand (3,000) square feet of retail space on the Real Estate (the "Project "). E. Creditor, the City, Ramsey and Mezzanine Borrower are parties to that certain Development Agreement dated of even date with the Loan Agreement (the "Development Agreement "), under which all rights and obligations of Ramsey have been assigned to Borrower, except the right to require the City to deliver the TIF Note (as defined in the Development Agreement) to Ramsey. F. Mezzanine Borrower holds a ninety percent (90 %) membership interest in Borrower. G. Creditor has extended or is extending to Mezzanine Borrower certain loans, advances and extensions of credit (the "Mezzanine Loans "), as evidenced by a certain note or notes dated on or about the date hereof (collectively, the "Creditor Documents "), the proceeds of which will be contributed into Borrower by Mezzanine Borrower. H. The Mezzanine Loans are secured in part by a pledge, collectively, by Mezzanine Borrower and Ramsey to Creditor of one hundred percent (100 %) of the membership interests in Borrower (the "Membership Pledge "). L The Mezzanine Loans are also further secured in part by certain guaranties (the "Creditor Guaranties ") executed by the Guarantors. J. Bank and Creditor hereby desire to set forth the respective rights and obligations each has as against the other with respect to Borrower and Mezzanine Borrower NOW, THEREFORE, the parties hereto, intending to be legally bound, hereby agree as follows: 1. Definitions. "Collateral" means any collateral now or in the future securing the Obligations, including, but not limited to, the first priority mortgage lien on the Real Estate and claims against either Guarantor of the Obligations and any collateral securing such Bank Guaranties. "Guaranties" means, collectively, the Bank Guaranties and the Creditor Guaranties. "Obligations" means all loans, advances, debts, liabilities, obligations, covenants and duties owing by Borrower to Bank or to any other direct or indirect subsidiary of The PNC Financial Services Group, Inc., in connection with the Loans as described in the Loan Agreement, of any kind or nature, present or future (including any interest accruing thereon after maturity or after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding relating to Borrower, whether or not a claim for 1616593v10 (4982- 95337) 2