Resolution - #15-03-086 - 01/01/2015

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each notice of default) given by Governmental Entity under or with respect to the Development Agreement; provided that Governmental Entity shall not be liable to Lender if Governmental Entity fails to provide Lender with such notice and Governmental Entity’s failure to give such notice shall not prevent or impair, in any way, Governmental Entities enforcement of its rights under the Development Agreement against Borrower. Governmental Entity agrees that prior to Lender’s possession of the Property, Lender (at Lender’s sole election) shall have the right (but not the obligation) to cure any default by Borrower under the Development Agreement on its and/or Borrower’s behalf. Governmental Entity hereby represents that, to the best of its actual knowledge, but without investigation, there is no current default under the Development Agreement. 5. Governmental Entit y’s R ights . Nothing in this Agreement is intended to abridge or adversely affect any right or obligation of Borrower and/or Governmental Entity, respectively, under the Development Agreement; provided that, (A) the Development Agreement may not be modified, amended, changed or altered without the prior written consent of Lender so long as the Loan is secured by the Property and (B) for so long as the Loan is secured by the Property, notwithstanding the terms of the Development Agreement to the contrary, neither Borrower nor Governmental Entity will, without Lender’s prior written consent, exercise or seek any right or remedy under the Development Agreement or available at law or in equity which will or could result in (i) a transfer of possession of the Property or the control, operations or management thereof, (ii) collection or possession of rents or revenues from or with respect to the Property by any party other than Borrower or Lender; (iii) appointment of a receiver for the Property; (iv) application of insurance or condemnation proceeds other than as approved by Lender pursuant to the Loan Documents; or (v) removal or replacement of the existing property manager of the Property; or (vi) a material adverse effect on Lender’s security for the Loan. Notwithstanding the foregoing, Governmental Entity may, without Lender’s prior consent, commence, prosecute and acquire a judgment in an action in Anoka County District Court against Borrower to recover damages that Governmental Entity suffers or incurs as a result of Borrower’s default under the Development Agreement, and Governmental Entity may enforce any such judgment in any manner permitted under Minnesota law. 6. Foreclosure by Lender. In the event of foreclosure, deed in lieu of foreclosure, or similar disposition of the Property by Lender, no consent shall be required from Governmental Entity and Lender shall have no indemnification obligations to Governmental Entity for any period during which Lender does not own or is not in possession of the Property. Governmental Entity and Lender agree that the Development Agreement is superior to the Mortgage and further agree that neither the Development Agreement, the Assessment Agreement, as defined in the Development Agreement, nor the TIF Note will be extinguished or terminated in the event of foreclosure, deed in lieu of foreclosure, or similar disposition of the Property by Lender. 7. Entire Agreement. This Agreement represents the entire understanding and agreement between the parties hereto with regard to the subordination of the Mortgage to the Development Agreement, and shall supersede and cancel any prior agreements with regard to this subject matter. Subordination Agreement Page 18 6911974v4