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BRIGGS AND MORGAN <br />Ryan Cronk <br />September 14, 2012 <br />Page 2 <br />Under the terms of the F&C Ramsey Apartments, LLC's Loan Agreement with <br />PNC Bank, National Association, F&C Ramsey Apartments, LLC, is defined as <br />the "Borrower" and F&C Ramsey Member, LLC, is defined as the "Mezzanine <br />Borrower". I believe Mezzanine Borrower is making the prepayment. <br />3. Paragraph 1 and the "Consent to Prepayment" section of the Prepayment <br />Certificate state that Borrower is making a payment of principal under Loan No. 1 <br />(as defined in the Development Agreement). I do not believe that is your intent <br />since Mezzanine Borrower does not receive any credit for prepayments under <br />Loan No. 1. I assume it is your intent to make a $500,000.00 prepayment under <br />Loan No. 2. <br />Again, if you have any questions or concerns regarding the attached, proposed <br />Agreement, please call me at (612) 977- 8285. <br />Very try,, urs, <br />Thomas L. Bray <br />TLB/wf <br />cc: Darren Lazan <br />Stephen Lee <br />Curtis Ulrich <br />Diana Lund <br />4949627v1 <br />