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94245185.v2-5/15/19 2 <br />of even date herewith among Original Borrower, Borrower, Lender and HUD (“Assumption <br />Agreement”; with the Original Security Instrument and Assumption Agreement collectively <br />referred to herein as “Security Instrument”) and (ii) that certain U.S. Department of Housing and <br />Urban Development Regulatory Agreement for Multifamily Projects, executed by Original <br />Borrower and HUD dated effective as of December 1, 2011 and recorded in the Office of the <br />County Recorder, Ramsey County, Minnesota on December 29, 2011 as Document Number <br />4312263 (“Original Regulatory Agreement”), as amended by the Assumption Agreement <br />(collectively “Regulatory Agreement”); <br /> <br /> WHEREAS, the EDA and Original Borrower were parties to that certain Development <br />Agreement dated November 22, 2002, as amended by the First Amendment to Development <br />Agreement dated January 22, 2003 between the EDA and Original Borrower, as further amended <br />by the Second Amendment to Development Agreement dated July 16, 2004 between the EDA <br />and Original Borrower, as further amended by Certificate of Completion dated March 26, 2008, <br />recorded April 7, 2008, in the Office of the Anoka County Recorder as Document No. <br />4089388(collectively the “Original Development Agreement”); <br /> WHEREAS, the EDA and Original Borrower memorialized the terms of the <br />Development Agreement pursuant to a Memorandum of Development Agreement between the <br />Authority and Original Borrower dated January 22, 2003, filed January 23, 2003 with the Office <br />of the Recorder of Ramsey County, Minnesota as Document No. 3579418, as amended by the <br />First Amendment to Memorandum of Development Agreement dated July 16, 2004, filed <br />October 13, 2004 with the Office of the Recorder of Ramsey County, Minnesota as Document <br />No. 3799747 (collectively “Memorandum”); <br /> WHEREAS, Original Borrower assigned its interest in all of the foregoing documents to <br />Borrower on even date herewith pursuant to an Assignment and Assumption of Rights and <br />Obligations under Development Agreement (“Assignment”; with the Original Development <br />Agreement, Memorandum and Assignment collectively referred to herein as “Development <br />Agreement”); <br />WHEREAS, on even date herewith, Original Borrower has sold and transferred to <br />Borrower the Project (“Transfer”), and in connection therewith, HUD requires as a condition of <br />its consent to such Transfer, that the Development Agreement be subordinated to the lien, <br />covenants, and enforcement of the Security Instrument, Regulatory Agreement and all other <br />documents executed and delivered by Original Borrower, Borrower and/or Lender in connection <br />with the Loan (collectively “HUD Loan Documents”); and <br /> <br />WHEREAS, the EDA has agreed to subordinate the Development Agreement to the <br />HUD Loan Documents in accordance with the terms hereof. <br />NOW, THEREFORE, in consideration of the foregoing and for other consideration the <br />receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows: <br /> <br />(a) In the event of any conflict between any provision contained elsewhere in the <br />Development Agreement and any provision contained in this Agreement, the provision contained <br />in this Agreement shall govern and be controlling in all respects as set forth more fully herein.