Agenda - Council - 04/22/2025 - Laserfiche WebLink

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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. 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. 8. Binding Provisions. The covenants and agreements contained in this Agreement shall be binding upon the heirs, personal representatives, successors and assigns of the respective parties to this Agreement. 9. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Minnesota. 10. Modifications. This Agreement may not be modified orally or in any manner other than by an agreement in writing signed by the parties hereto or their respective successors in interest. 11. Notices. All notices required or permitted hereunder shall be deemed to have been received either (i) when delivered by hand and the party giving such notice has received a signed receipt thereof, or (ii) three (3) days following the date deposited in the United States mail, postage prepaid, by registered or certified mail, return receipt requested, addressed as follows (or addressed NG-58S8J20W #4922-7387-4484 v3 3