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