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Attachment E
<br />DRAFT 12/2/09
<br />FOR USE BY FILING OFFICER ONLY
<br />MASTER SUBORDINATION AGREEMENT
<br />AND
<br />ESTOPPEL CERTIFICATE
<br />THIS AGREEMENT shall have an effective date of December , 2009, and is made
<br />and entered into by and among SIENNA GREEN I LIMITED PARTNERSHIP, a Minnesota
<br />limited partnership, with offices located at 1625 Park Avenue, Minneapolis, Minnesota 55404
<br />(`Borrower"), U.S. BANK NATIONAL ASSOCIATION, a national banking association, with
<br />its offices located at 2690 Snelling Avenue North, Suite 220, Roseville, Minnesota 55113 ("U.S.
<br />Bank"), the MINNESOTA HOUSING FINANCE AGENCY, a Minnesota public body
<br />corporate and politic, with its offices located at 400 Sibley Street, Suite 300, St. Paul, Minnesota
<br />55401 ("MHFA"), the FAMII,Y HOUSING FUND, a Minnesota non-profit corporation, with
<br />its offices located at 801 Nicollet Mall, Suite 1650, Minneapolis, Minnesota, 55402 ("FHF"), the
<br />CITY OF ROSEVII,LE, a Minnesota municipal corporation, with an office located at 2660
<br />Civic Center Drive, Roseville, Minnesota 55113 ("City"), the RAMSEY COUNTY HOUSING
<br />AND REDEVELOPMENT AUTHORITY, a Minnesota political subdivision, with its offices
<br />located at 250 Courthouse, 15 West Kellogg Boulevard, St. Paul, Minnesota 55102 ("County
<br />HRA"), the CITY OF ROSEVII,LE HOUSING AND REDEVELOPMENT AUTHORITY,
<br />a Minnesota political subdivision, with its offices located at 2660 Civic Center Drive, Roseville,
<br />Minnesota 55113 ("City HRA"); and AEON, a Minnesota non-profit corporation, with offices
<br />located at 1625 Park Avenue, Minneapolis, Minnesota 55404 ("AEON").
<br />WITNESSETH:
<br />WHEREAS, the Borrower has applied to and obtained certain loans from the other
<br />parties hereto and will use the proceeds of such loans and additional equity to fund the
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