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<br />and secured by all of the other documents executed or authorized by Original Borrower in
<br />connection with the Loan (collectively, with the Note, Mortgage and Regulatory Agreement, the
<br />“Loan Documents”).
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<br />WHEREAS, on even date herewith, Original Borrower has sold and transferred (the
<br />“Transfer”) to New Borrower the Property, subject to New Borrower’s assumption of the Loan.
<br />Original Borrower and New Borrower have obtained Senior Lender’s consent to the Transfer,
<br />and on even date herewith, New Borrower has assumed (“Assumption”) all of Original
<br />Borrower’s obligations under the Loan Documents as set forth in that certain Assumption and
<br />Release Agreement and Modification Agreement dated of even date herewith among Original
<br />Borrower, New Borrower, Senior Lender and HUD (“Assumption Agreement”).
<br />WHEREAS, the Property is a part of Tax Increment Financing District No. 3-3 (the
<br />“Tax Increment District”) created by the Economic Development Authority of the City of Little
<br />Canada, Minnesota, a public body corporate and politic organized and existing under the laws
<br />of the State of Minnesota (“Authority”).
<br />WHEREAS, the Authority and Original Borrower entered into a certain Development
<br />Agreement dated November 22, 2002 (“Original Development Agreement”), as amended by the
<br />First Amendment to Development Agreement dated January 22, 2003 between Authority and
<br />Borrower, as identified in Memorandum of Development Agreement between the Authority and
<br />Original Borrower dated January 22, 2003, filed January 23, 2003 with the Office of the
<br />Recorder of Ramsey County, Minnesota as Document No. 3579418, as further amended by the
<br />Second Amendment to Development Agreement between Authority and Original Borrower
<br />dated July 16, 2004, as identified in the First Amendment to Memorandum of Development
<br />Agreement dated July 16, 2004, filed October 13, 2004 with the Office of the Recorder of
<br />Ramsey County, Minnesota as Document No. 3799747, as further amended by the Certificate of
<br />Completion dated March 26, 2008, recorded April 7, 2008 in the Office of the Ramsey County
<br />Recorder as Document No. 4089388, as Original Borrower assigned its interest in all of the
<br />foregoing documents to New Borrower on even date herewith pursuant to an Assignment and
<br />Assumption of Rights and Obligations Under Development Agreement dated of even date
<br />herewith (collectively the “Development Agreement”), and the Development Agreement sets
<br />forth the Authority’s agreement to provide certain tax increment financing to Borrower in the
<br />form of reimbursements out of tax increments derived from the Tax Increment District (the
<br />“Tax Increment Financing”) as consideration for undertaking certain improvements and
<br />maintaining certain low income housing rental units.
<br />WHEREAS, in order to further evidence the Tax Increment Financing, the Authority
<br />executed and delivered to Original Borrower the United States of America, State of Minnesota,
<br />County of Ramsey, In and For the City of Little Canada, Minnesota, Tax Increment Revenue
<br />Note (The Lodge At Little Canada LLC Project) dated January 22, 2003, in the principal
<br />amount of One Million Fifty Thousand and no/100 ($1,050,000.00), as endorsed by Original
<br />Borrower to New Borrower on even date herewith (collectively the “TIF Note”; with the TIF
<br />Note, the Development Agreement, and any and all amendments and documents related thereto
<br />shall be referred to jointly herein as the “TIF Documents”).
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