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SUBORDINATION AGREEMENT <br />THIS SUBORDINATION AGREEMENT (this "Agreement"), is made and entered into as of the <br />day of June, 2024, by the CITY OF RAMSEY, a Minnesota municipal corporation (the <br />"City"), in favor of BRIDGEWATER BANK, a Minnesota banking corporation (the "Lender"). <br />WITNESSETH: <br />WHEREAS, Centra North, LLC, a Minnesota limited liability company (the "Company") has <br />acquired certain real property located in Ramsey, Minnesota, and legally described on Exhibit A <br />attached hereto and hereby made a part hereof (the "Property"), pursuant to that certain Purchase <br />Agreement dated as of August 17, 2023 by and between the City and the Company (as the same <br />may have been amended, restated, or modified from time to time, the "Purchase Agreement"); and <br />WHEREAS, pursuant to the terms of the Purchase Agreement, concurrent with the acquisition of <br />the Property, the Company and the City entered into that certain Right of Re -Entry Agreement <br />dated as of [ ], 2024, filed of record in the office of the Anoka County Recorder on <br />2024, as Document No. (the "Re -Entry Agreement"), which <br />contains a right of the City to re-enter the Property and to restore fee simple title to the Property to <br />the City in the event that the Company fails to meet certain construction deadlines on the Property, <br />subject to delays caused by conditions outside of the reasonable control of the Company (the "City <br />Re -Entry Right"); and <br />WHEREAS, the Company and the City are parties to that certain City of Ramsey Development <br />Agreement for Waterfront Village dated [May 28], 2024 relating to the development and <br />subdivision of the Property (the "Development Agreement"); and <br />WHEREAS, in order to provide funds for the development of the Property, the Lender is providing <br />a construction and term loan to the Company in the original principal amount of up to <br />$2,923,090.00, as may be amended from time to time (collectively, the "Loan"); and <br />WHEREAS, the Loan is secured by, among other things, that certain Combination Mortgage, <br />Security Agreement, Fixture Filing and Assignment of Leases and Rents dated as of June , <br />2024 executed by the Company in favor of the Lender, filed of record in the office of the Anoka <br />County Recorder on , 2024, as Document No. , as may be amended <br />from time to time (collectively, the "Mortgage"); and <br />Error! Unknown document property name. <br />