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EXHIBIT D PUMA ESTOPPEL ESTOPPEL CERTIFICATE FOR AMENDED AND RESTATED PARKING IMPROVEMENT USE AND MAINTENANCE AGREEMENT FOR PARKING DISTRICT A To: F&C Ramsey Apartments, LLC, an Indiana limited liability company ("Seller"), Residence at the COR Apartments LLC, a Minnesota limited liability company ("Buyer"), and PNC Bank National Association, a national banking association ("Lender") Re: Amended and Restated Parking Improvement Use and Maintenance Agreement for Parking District A dated April 30, 2012, by and among the City of Ramsey, a home rule charter city organized and existing under the constitution and laws of the State of Minnesota (the "City"), the Economic Development Authority of the City of Ramsey, Minnesota, a body politic and corporate under the laws of the State of Minnesota, and The Housing and Redevelopment Authority in and for the City of Ramsey, Minnesota, a body politic and corporate under the laws of the State of Minnesota (the "HRA"), recorded in the office of the Anoka County Recorder and in the office of the Anoka County Registrar of Titles on May 3, 2012 as document no. 2031856.006 (Abstract) and 508341.011 (Torrens), as amended by the First Amendment to Amended and Restated Parking Improvement Use and Maintenance Agreement for Parking District A dated August 2, 2013, executed by the City, recorded in the office of the Anoka County Recorder and in the office of the Anoka County Registrar of Titles on October 1, 2013 as document no. 2069989.002 (Abstract) and 519251.002 (Torrens), as approved by Ramsey City Council Resolution #13-09-151 dated September 18, 2013, recorded in the office of the Anoka County Recorder and in the office of the Anoka County Registrar of Titles on October 1, 2013 as document no. 2069989.001 (Abstract) and 519251.001 (Torrens) (as amended and approved, the "Agreement"); Lot 3, Block 1, COR ONE, according to the recorded plat thereof, Anoka County, Minnesota (the "Property") The City understands that Seller is the successor -in -interest to the HRA under the Agreement with respect to the Property. The City is authorized to execute and deliver this Estoppel Certificate pursuant to Section 21 of the Agreement. The City understands that Buyer is purchasing the Property from Seller, and that Seller, Buyer and Lender are relying on the City's statements contained herein. The City hereby certifies to Seller, Buyer and Lender that, to the best of the City's actual knowledge: herein. 1. There have been no amendments or modifications to the Agreement except as provided 2. The Agreement is in full force and effect. 3. Seller is not in default under the Agreement, including in the payment of any amounts due under the Agreement, and no event has occurred which, with the giving of notice or passage of time or both, could result in a default by Seller under the Agreement. 6911974v4