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EXHIBIT C DEVELOPMENT AGREEMENT <br />ESTOPPEL <br /> <br /> <br />ESTOPPEL CERTIFICATE <br />FOR DEVELOPMENT <br />AGREEMENT <br /> <br /> <br /> <br /> <br />To: F&C Ramsey Apartments, LLC, an Indiana limited liability company (“Seller”), <br />Residence at the COR Apartments LLC, a Minnesota limited liability company <br />(“Buyer”), and PNC Bank National Association, a national banking association <br />(“Lender”) <br />Re: Development Agreement dated March 9, 2012 (as the same may hereinafter be <br />amended, the <br />“Agreement”) by and among The Housing and Redevelopment Authority in and for the <br />City of <br />Ramsey, Minnesota, a body politic and corporate under the laws of the State of Minnesota <br />(the “HRA”), the City of Ramsey, a home rule charter city organized and existing under <br />the constitution and laws of the State of Minnesota (the “City”), F&C Ramsey, LLC, an <br />Indiana limited liability company (“F&C Ramsey”) and F&C Ramsey Member, LLC, an <br />Indiana limited liability company (“F&C Ramsey Member”), recorded in the office <br />of the Anoka County Registrar of Titles on May 3, 2012 as document no. 508341.004 <br />(Torrens), as assigned and assumed pursuant to the Assignment and Assumption <br />Agreement dated February 12, 2015 by and between the HRA and the City (the <br />“Assignment Agreement”) and pursuant to that Assignment and Assumption of Contracts <br />by and between F&C Ramsey and Seller dated on or about March <br />9, 2012 except with respect to the rights and obligations of F&C Ramsey under Article <br />VI of the <br />Agreement relating to the TIF financing; all initially capitalized terms used herein, unless <br />otherwise defined herein, shall have the same meanings given to them in the Agreement. <br /> <br />The City understands that Buyer is purchasing the Property from Seller, and that Seller, <br />Buyer and Lender are relying on the City’s statements contained herein. The City hereby <br />certifies to Seller, Buyer and Lender that, to the best of the City’s actual knowledge: <br /> <br />1. There have been no amendments or modifications to the Agreement except for <br />the First Amendment to Development Agreement that is being executed and delivered <br />contemporaneously herewith. <br /> <br />2. The Agreement is in full force and effect. Pursuant to the Assignment <br />Agreement, the City has assumed and has agreed to pay, perform, fulfill and comply with all <br />covenants and obligations to be paid, performed, fulfilled and complied with by the HRA under <br />the Agreement. <br /> <br />3. Neither Seller nor F&C Ramsey Member is in default under the Agreement, and <br />no event has occurred which, with the giving of notice or passage of time or both, could result in <br />a default by Seller or F&C Ramsey Member under the Agreement. <br /> <br />4. After Buyer purchases the Property, the City agrees to provide notices due <br />to the <br /> <br />Developer under the Agreement at the following addresses: <br /> <br /> <br />6911974v4 <br /> <br /> <br />