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course of Developer's business; or otherwise transfer the <br />Development Property or any part thereof or interest <br />therein; may not assign its rights or obligations under <br />this Development Agreement; and may not assign the <br />TIF Note, without the prior written approval of the City, <br />which approval the City may grant, withhold or <br />condition in the City's sole and absolute discretion. <br />Section 12.2 Permitted Collateral <br />Assignments. The City expressly approves Developer's <br />granting of a Construction Mortgage and Developer's <br />collateral assignment of Developer's rights and <br />obligations under this Development Agreement and the <br />TIF Note to the holder of the Construction Mortgage as <br />additional security for the repayment of the Construction <br />Loan; provided the holder of the collateral assignment of <br />Developer's rights and obligations under this <br />Development Agreement and the TIF Note agrees, in the <br />collateral assignment, that upon enforcement of the <br />collateral assignment and the assignees acquisition of <br />Developer's rights and obligations under either this <br />Development Agreement, the TIF Note or both, the <br />assignee will be subject to and liable for the performance <br />of each of Developer's obligations under this <br />Development Agreement. <br />Section 12.3 Subordination of <br />Development Agreement to Construction Mortgage and <br />Extension of Time to Cure. The City and the HRA will, <br />upon the request of the holder of a Construction <br />Mortgage, execute and record a subordination agreement <br />pursuant to which the City and the HRA agree that, upon <br />a default by Developer under a Construction Mortgage, <br />the holder of the Construction Mortgage may elect, in an <br />instrument to be recorded in the Anoka County land <br />records and delivered to the City and the HRA before <br />the commencement of proceedings to foreclose the <br />Construction Mortgage, to either (1) treat this <br />Development Agreement as being subordinate to the lien <br />of the Construction Mortgage such that the foreclosure <br />of the Construction Mortgage and the failure of any <br />owner or junior creditor to redeem the Development <br />Property from such foreclosure will terminate this <br />Development Agreement and the TIF Note; or (2) to <br />treat this Development Agreement as having priority <br />over the Construction Mortgage in which case this <br />Development Agreement and the TIF Note will survive <br />20 <br />