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ISSUER ACKNOWLEDGEMENT <br />The undersigned hereby (a) acknowledges receipt of a copy of that certain. Membership <br />Interest Pledge Agreement (the "Pledge Agreement") executed by F&C Ramsey, LLC, an <br />Indiana limited liability company, and F&C Ramsey Member, LLC, an Indiana limited liability <br />company ("Pledgors") in favor of The Housing and Redevelopment Authority in and for the City <br />of Ramsey, Minnesota, a public body politic and corporate under the laws of the State of <br />Minnesota (the "HRA"), (b) agrees promptly to note on its books the security interests granted to <br />the HRA in the Pledge Agreement, (c) agrees that it will comply with the instructions of the <br />HRA with respect to the Pledged Membership Interests (as defined in the Pledge Agreement) <br />without further consent by Pledgors, (d) agrees to notify the HRA upon obtaining knowledge of <br />any interest in favor of any Person in the Pledged Membership Interests that is adverse to the <br />interest of the HRA therein; (e) agrees that it will not, without the prior written consent of the <br />HRA, elect to have the Pledged Membership Interests treated as securities governed by Article 8 <br />of the UCC or as "Investment Property" as defined in Article 9 of the UCC; and (f) waives any <br />right or requirement at any time hereafter to receive a copy of the Pledge Agreement in <br />connection with the registration of any Pledged Membership Interests thereunder in the name of <br />the HRA or its nominee or the exercise of voting rights by the HRA or its nominee. <br />F&C Ramsey Apartments, LLC, an Indiana <br />limited liability company <br />By: <br />Name: <br />Title: <br />2 <br />