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Developer may convey the Property to the Secondary Developer if the City joins in an agreement <br />with the Master Developer and Secondary Developer describing the allocation of rights and <br />obligations under the Master Development Agreement. <br />F. Master Developer and Secondary Developer desire that this Agreement serve as <br />the agreement describing the allocation of rights and obligations under the Master Development <br />Agreement. <br />G. In order to provide a source of funds for the payment of some of the costs under <br />the Master Development Agreement that are allocated under this Agreement. The Secondary <br />Developer shall deliver to the City, contemporaneously with the execution of this Agreement, a <br />Letter of Credit in favor of the City in form and substance satisfactory for the City in lieu of the <br />Escrow Agreement and Escrowed funds referenced in the Master Development Agreement. <br />H. As part of the development of the Property, the Secondary Developer and the City <br />shall also enter into one or more Secondary Development Agreements specifically related to the <br />development of the Property ("Secondary Development Agreement"). <br />I. The Master Developer and City, as of the date of this Agreement, are and have <br />been negotiating a First Amendment to the Master Development Agreement (the "First <br />Amendment"). <br />NOW, THEREFORE, in consideration of the mutual agreements contained herein and <br />other good and valuable consideration, the receipt and sufficiency of which are hereby <br />acknowledged, the parties hereby agree as follows: <br />1. DEFINITIONS. Except as otherwise provided in this Agreement, the terms <br />defined in the Master Development Agreement shall have the same meaning when used in this <br />Agreement. <br />2. REPRESENTATIONS AND WARRANTIES OF THE SECONDARY <br />DEVELOPER. The Secondary Developer represents and warrants to the City: <br />a. The Secondary Developer holds fee title to the Property. <br />b. The Secondary Developer is a Minnesota limited liability company in good <br />standing under the laws of the State of Minnesota. The Secondary Developer's <br />members or board of governors have authorized the individual executing this <br />Agreement on behalf of the Secondary Developer. <br />3. MASTER DEVELOPMENT AGREEMENT. Secondary Developer <br />acknowledges and agrees that the Property remains subject to the Master Development <br />Agreement. Except to the extent expressly modified in this Agreement, Master Developer and <br />Secondary Developer are both subject to all of the restrictions in the Master Development <br />Agreement that relate to the Property. Except to the extent expressly set forth to the contrary in <br />this Agreement: (a) Master Developer shall remain liable for the performance of all of the <br />Developer's obligations under the Master Development Agreement; (b) the City shall remain <br />liable to Master Developer for the performance of all of the City's obligations under the Master <br />2 <br />