Agenda - Council - 06/11/2024 - Laserfiche WebLink

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WHEREAS, the Lender has required, as an express condition to the making of the Loan, that the City Re -Entry Right and the rights of the City under and pursuant to the Development Agreement be subordinated to the Mortgage; and WHEREAS, in the interest of facilitating the development proposed by Centra North LLC, the City is willing to modify the terms of its interests in the above -stated Development Agreement and Right of Re -Entry, but only to the extent that such an accommodation is necessary to reasonably facilitate the development without losing the City's interest on behalf of the public and its citizens. NOW THEREFORE, in consideration of the foregoing Recitals, which are hereby incorporated herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the City hereby agrees as follows: 1. The City hereby agrees that the "City Re -Entry Right" with respect to the Property, as set forth in both the Re -Entry Agreement and in Section 28 of the Purchase Agreement, shall be subordinate to the lien of the Mortgage, including without limitation any amendments thereto or extensions thereof. 2. The City hereby agrees that the Development Agreement, and the City's rights thereunder shall, as to any rights of the Lender, its successors and assigns, in and to the Property be subordinate in all respects to the Mortgage, including any amendments thereto or extensions thereof, except to the extent expressly provided herein. In the event that the Lender shall foreclose the Mortgage and the purchaser of the Sheriff's Certificate at such foreclosure sale shall succeed to fee ownership of the Property, or title is transferred to Lender or one of its affiliated entities pursuant to a deed in lieu of foreclosure, such entity shall take title to the Property free and clear of the "City Re -Entry Right" under the Re -Entry Agreement and in Section 28 of the Purchase Agreement. Notwithstanding such subordination, nothing contained herein shall be interpreted as releasing without its express consent any rights of the City including any per -lot monetary penalties associated with incomplete performance under the Development Agreement or Re -Entry Agreement against the Company or its successor and any security provided on its behalf by the Company to any third party or directly to the City thereunder. 3. This Agreement can be waived, modified, amended, terminated or discharged only explicitly in a writing signed by the Lender and the City. 4. This Agreement shall be governed by and construed in accordance with the laws of the State of Minnesota. [SIGNATURE PAGE TO FOLLOW.] 0)