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ASSIGNMENT OF TAX INCREMENT FINANCING NOTE This Assignment, made and entered into as of the day of January, 2014 by and among United Properties Residential, LLC, a Minnesota limited liability company (the "Developer"), PFI II, LLC, a Minnesota limited liability company (the "Assignee"), and the City of Roseville, Minnesota, a municipal corporation and political subdivision of the State of Minnesota (the "City"). WITNESSETH WHEREAS, the City and the Developer have entered into a Development Agreement, dated December 13, 2010 (the "Development Agreement") providing for the development by the Developer of a 48-unit senior cooperative apartment building to be located in the City on the real property described therein(the "Project"); and WHEREAS, in furtherance of the purposes of the Development Agreement and in order to finance the construction of the improvements to be constructed thereunder, the City has determined to assist the Developer with the financing of certain costs of the project with tax increment financing in an amount up to $659,000 in accordance with the Development Agreement and a Tax Increment Financing Plan for Tax Increment Financing District No. 19 (the "TIF Plan"); and WHEREAS, the Developer desires to assign to the Assignee the tax increment payments (the "TIF Payments") payable under the tax increment revenue note issued pursuant to the Development Agreement (the "TIF Note"); NOW, THEREFORE, in consideration of the foregoing recitals, the parties hereto agree with each other as follows: 1. Assignment. The Developer does hereby assign and pledge to the Assignee, for the term of the Development Agreement, all of the Developer's right, title and interest in and to the TIF Payments pursuant to the TIF Note when the same shall be payable by the City. The TIF Note shall be registered in the name of the Assignee. This assignment constitutes a perfected, absolute and present assignment. Notwithstanding the foregoing, all of the obligations of the Developer under the Development Agreement will remain in effect and will be enforceable against the Developer. 2. Indemnification. The Developer hereby indemnifies and holds the City harmless from and against any claims or liabilities arising or purporting to arise from the City's performance of its obligations under this Assignment. 3. Assignee Acknowledgement. The Assignee hereby acknowledges that the TIF Note is a special, limited revenue obligation and not a general obligation of the City and is payable by the City only from the sources and subject to the qualifications stated or referenced therein. Neither the full faith and credit nor the taxing powers of the City are pledged to the payment of the principal of or interest on the TIF Note and no property or other asset of the City, 5917229v1