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3 <br /> <br />WHEREAS, in connection with the Loan, all of the liens, encumbrances, and restrictive <br />covenants, if any, created by the TIF Documents have been subordinated to the lien of the Loan <br />pursuant to that certain Subordination Agreement entered into as of December 1, 2011 between <br />Senior Lender, Original Borrower, and EDA recorded December 29, 2011 with the Office of the <br />Recorder of Ramsey County, Minnesota as Document No. 4312266 (“Original Subordination <br />Agreement”) and that certain Master Subordination Agreement entered into as of December 1, <br />2011 among, Senior Lender, Original Borrower, Ramsey County Housing and Redevelopment <br />Authority and EDA, recorded December 29, 2011 with the Office of the Recorder of Ramsey <br />County, Minnesota as Document No. 4312267 (“Original MSA”) and have been re-subordinated <br />on even date herewith pursuant to that certain Subordination of EDA Development Agreement <br />between New Borrower and the EDA; and <br />WHEREAS, Original Borrower, Senior Lender and the EDA entered into that certain <br />Agreement Regarding Tax Interest Financing dated as of December 1, 2011 (“Original <br />Agreement”) to document an agreement regarding the binding nature of Section 7.2 of the <br />Original Development Agreement. <br />WHEREAS, in connection with the Transfer, the parties wish to amend and restate the <br />Original Agreement and have agreed to amend and restate the Original Agreement as follows: <br />“NOW, THEREFORE, in consideration of One Dollar ($1.00) and other good and <br />valuable consideration, and in further consideration of the parties hereto making and entering <br />into the loans referred to herein, the parties do hereby agree as follows: <br />1. Foreclosure. In the event of foreclosure or transfer of title by deed in lieu of foreclosure <br />of the Mortgaged Property, the TIF Note will terminate unless the New Borrower’s <br />successor-in-interest under the Development Agreement complies with all provisions <br />thereof, including without limitation Section 7.2 of the Original Development <br />Agreement. Senior Lender shall notify the EDA of the event of foreclosure or transfer of <br />title by deed in lieu of foreclosure of the Mortgaged Property. <br />2. Reaffirmation of Subordination. The EDA hereby: (a) consents to the Transfer and <br />Assumption and to the terms of the Assumption Agreement and all other documents <br />executed by Original Borrower, New Borrower and/or Senior Lender, as appropriate, in <br />connection with the Assumption; (b) reaffirms all of the terms of the Original <br />Subordination Agreement and Original MSA; and (c) agrees that all of the terms and <br />conditions of the Original Subordination Agreement and Original MSA shall remain in <br />full force and effect without modification thereof except as specifically set forth herein. <br />3. Notices. All notices to be given by any party to the other under this Agreement shall be <br />in writing and shall be deemed to have been given when delivered personally, or when <br />deposited in the United States Mail, registered or certified postage prepaid, addressed to <br />the party’s address listed below or addressed to any such party at such other address as <br />such party shall furnish subsequently by notice to the other parties. Any notice delivered <br />personally to any of the other parties to this Agreement shall be delivered to an officer of <br />such party.