Resolution - #15-03-086 - 01/01/2015

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Ramsey Apartments), ”as successor to certain rights and obligations of F & C Ramsey under the Original Agreement pursuant to that certain unrecorded Assignment and Assumption of First Amendment Contracts dated March 9, 2012; (the “”) The Original Agreement, Certificate Development of Completion and First Amendment are referred to herein, collectively, as the “ Agreement .” C. The Development Agreement creates certain covenants and restrictions and provides that the benefits and the burdens of the covenants and restrictions run with title to the Property and inure to the benefit of and are binding upon Borrower, as a successor in title to the Property. D. In connection with the acquisition of the Property by Borrower, Lender is making Loan a loan to Borrower in the original principal amount of $29,950,000.00 (“”) pursuant to a Multifamily Loan and Security Agreement between Lender and Borrower (as supplemented or Loan Agreement amended from time to time, the “”) and evidenced by a Multifamily Note by Note Borrower to Lender (as supplemented or amended from time to time, the “”). The Loan is to be secured by a Multifamily Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing that will be recorded among the Official Records (as supplemented or Mortgage amended from time to time, the “”) (the Loan Agreement, the Note and the Mortgage, together with all other documents executed with respect to the Loan, are hereinafter collectively Loan Documents referred to as the “”). NOW, THEREFORE, in consideration of the mutual benefits accruing to the parties hereto and other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1. Recitals. The foregoing Recitals are hereby incorporated into this Agreement as agreements among the parties. 2. Mortgage Subject to Development Agreement. The Lender hereby acknowledges that its interest in the Property pursuant to the Mortgage is, as a matter of law, subject to the terms of the Development Agreement. 3. Financing, Encumbrance and Transfer Approval. Governmental Entity hereby acknowledges (i) the transfer of the Property to the Borrower, (ii) the financing evidenced by the Mortgage, and (iii) the collateral assignment of that certain Tax Increment Revenue Note that Governmental Entity has made in favor of Borrower as successor in interest to F & C Ramsey TIF Note (“”), from Borrower to Lender. Governmental Entity acknowledges and agrees that the “Minimum Improvements” (as defined in the Development Agreement) have been substantially completed, as evidenced by the Certificate of Completion, and that as a result of such substantial completion the Development Agreement does not prohibit or restrict the “Developer,” as defined in the Development Agreement, or any of its successors and assigns, including, without limitation, Lender, if Lender forecloses the Mortgage or accepts a deed in lieu of foreclosure, from conveying the Property, assigning the Development Agreement or assigning the TIF Note. 4. Governmental Entity Notice of Default. Governmental Entity shall make best efforts to give Lender a concurrent copy of each material notice (including without limitation Subordination Agreement Page 17 6911974v4