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subordinates the Ramsey County Loan and the Ramsey County Loan Documents <br />to the Oak Grove Loan and Oak Grove Loan Documents and the TIF Documents. <br />C. The EDA agrees and acknowledges that the Oak Grove Loan and the Oak Grove <br />Loan Documents and all advances made thereunder and accrued interest thereon <br />are senior and prior to the Land Sale Loan and the Land Sale Loan Documents. <br />Therefore, the EDA agrees to, and does hereby (i) subordinate any and all liens, <br />security interests and restrictive covenants, if any, included in the Land Sale Loan <br />and the Land Sale Loan Documents to any and all liens, security interests and <br />restrictive covenants, if any, securing repayment of the Oak Grove Loan or <br />created by the Oak Grove Loan Documents, and (ii) subordinates the Land Sale <br />Loan and the Land Sale Loan Documents to the Oak Grove Loan and the Oak <br />Grove Loan Documents. <br />4. Provisions in Documents. Notwithstanding the subordination and order of priority set <br />forth and agreed to in Section 3 hereinabove, and notwithstanding any contrary provision <br />contained in any of the documents referred to herein, the parties hereby agree that, if <br />there are any inconsistencies or conflicts with respect to the provisions contained in any <br />of the documents referred to herein, then the provisions contained in the Oak Grove Loan <br />Documents shall control over any such inconsistent or conflicting provision in any other <br />document. <br />5. Interpretation. The parties are entering into and executing this Master Subordination <br />Agreement to establish the subordination and priority of the loans and the documents <br />referred to herein and to resolve any inconsistencies or conflicts in such documents, and <br />accordingly, the parties hereby agree, understand, and acknowledge that the <br />enforceability of this Master Subordination Agreement is not, and shall not, be restricted, <br />limited, or impaired by the fact that not all of the parties are signatories to each or any of <br />the documents referred to and incorporated by reference herein <br />6. Compliance with Closing Requirements and Absence of Events of Default. The parties <br />state, represent, and warrant as follows: <br />A. Oak Grove states, represents and warrants that, to the best of its knowledge, there <br />are no Events of Default, or events which with the passage of time could <br />constitute an Event of Default, currently existing under the Oak Grove Loan <br />Documents and that, to the best of its knowledge, Oak Grove and Borrower both <br />have complied with all of the requirements imposed under such documents for the <br />closing of the Oak Grove Loan. <br />B. Ramsey County states, represents, and warrants that, to the hest of its knowledge, <br />there are no Events of Default, or events which with the passage of time could <br />constitute an Event of Default, currently existing under the Ramsey County Loan <br />Documents and that, to the best of its knowledge, Ramsey County and Borrower <br />both have complied with all of the requirements imposed under such documents <br />for the closing of the Ramsey County Loan. <br />6 <br />