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e. Authorize the Mayor and the City Administrator to execute and deliver an <br />Estoppel Certificate for Amended and Restated Parking Use and Maintenance Agreement <br />Exhibit D <br />for Parking District A in substantially the form attached hereto as (the <br />PUMA Estoppel <br />“”) to certify, for the benefit of F&C Apartments, Buyer, and PNC <br />Bank, that the City does not have knowledge of any defaults by F&C Apartments under <br />the terms of the Amended and Restated Parking Use and Maintenance Agreement for <br />Parking District A; <br /> <br />f. Authorize the Mayor and the City Administrator to execute and deliver an <br />Assignment and Assumption of TIF Note and Development Agreement by and between <br />Exhibit <br />F&C Apartments, F&C Ramsey and Buyer in substantially the form attached as <br />E Assignment of Development Agreement <br />(the “”) to evidence the City’s consent to <br />F&C Apartments’ and F&C Ramsey’s assignment, to Buyer, of all of their rights and <br />obligations under the Development Agreement, including the right to receive the TIF <br />Note pursuant to Article VI of the Development Agreement; <br /> <br />g. Authorize the Mayor and the City Administrator to execute the Tax <br />Increment Revenue Note in favor of Buyer in substantially the form attached to the <br />Development Agreement, as amended by the First Amendment, and attached to the First <br />TIF Note <br />Amendment as Exhibit B (the “”) and to deliver the TIF Note to Buyer upon the <br />closing of the sale of the Development Property to Buyer, the assignment of the <br />Development Agreement to Buyer and F&C Borrower’s repayment of Loan No. 1 and <br />Loan No. 2, in full; <br /> <br />h. Authorize the Mayor and the City Administrator to execute and deliver a <br />Collateral Assignment of Development Agreement and TIF Note between Buyer, as <br />Exhibit F <br />assignor, and PNC Bank, as lender, in substantially the form attached hereto as <br />Collateral Assignment <br />(the “”) to evidence the City’s consent to Buyer’s Collateral <br />Assignment of the Development Agreement and pledge of the TIF Note to PNC Bank; <br /> <br />i. Authorize the Mayor and the City Administrator to execute and deliver a <br />subordination agreement among and between the City, Buyer and PNC Bank in <br />Exhibit G Subordination Agreement <br />substantially the form attached as (the “”) to <br />evidence PNC Bank’s subordination of its rights under the mortgage Buyer is granting to <br />PNC Bank to the terms of the Development Agreement; <br /> <br />j. Authorize the Mayor and the City Administrator to execute and deliver an <br />Exhibit H <br />agreement between Buyer and the City in substantially the form attached as <br />Maintenance Agreement <br />(the “”) as contemplated in Section 2 of that certain grant of <br />encroachment easement granted by the City to F&C Apartments dated as of June 12, <br />2012 and recorded in the office of the Anoka County Registrar of Titles on August 2, <br />Grant of Encroachment Easement <br />2012 as Document No. 509830.001 (the “”); and <br /> <br />k. Authorize the Mayor and the City Administrator to execute and deliver an <br />Amended and Restated Grant of Encroachment Easement in substantially the form <br />Exhibit I Encroachment Easement Amendment <br />attached at (the “”) to delete Section <br />2(i) and the requirement that the owner of the Development Property and the City work <br /> <br />3 <br />6911974v4 <br /> <br />