08-11-2004 Council Agenda - Laserfiche WebLink

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D. The Rutzick/Cardinal /Ventian Property and the Mellgren Property are collectively referred to herein and in the Contract as the "Townhome Development Property." E. In order to provide funds for the construction and installation of certain improvements on the Townhome Development Property, (the "Project"), the Mortgagee has agreed to make a loan to the Company pursuant to a Construction Loan Agreement dated July 16, 2004 (the "Loan Agreement ") as evidenced by that certain revolving Promissory Note dated of even date with the Loan Agreement in the amount of Five Million and 00 /100 Dollars ($5,000,000.00) and payable to the order of the Mortgagee ( "Note "). F. To secure its obligations under the Note, the Company is executing and delivering to the Mortgagee a Combination Mortgage, Security Agreement and Fixture Financing Statement ( "Mortgage ") and an Assignment of Rents and Leases ( "Assignment ") each dated of even date with the Loan Agreement encumbering and creating a lien on the Townhome Development Property. G. The Note, the Mortgage, the Loan Agreement and the Assignment of Rents and Leases are hereinafter collectively referred to as the "TCF Loan Documents ". H. In connection with the conveyance of the Rutzik /Cardinal/Venetian Property and as partial payment of the purchase price for certain property adjacent to the Townhome Development Property which other property was conveyed by the Agency to The Lodge at Little Canada LLC, an affiliate of the Company, the Company, has executed and delivered to the Agency a Mortgage dated December 9, 2003, recorded on January 14, 2004 as Ramsey County Recorder Document No. 3719507 and filed on as Ramsey County Registrar of Titles Document No. as amended by First Amendment to Mortgage dated July 16, 2004, ( "Agency Mortgage ") securing the repayment of a $200,000.00 Promissory Note dated January 22, 2003 as amended by First Amendment to Promissory Note dated December 9, 2003 ( "Agency Note "). I. The Company's development of the Townhome Development Property is subject to the covenants, conditions, restrictions, and provisions of the Contract and the Agency Mortgage, certain provisions of which are or may be in conflict with the provisions of the TCF Loan Documents, and this Subordination Agreement is being entered into for the purpose of resolving such conflicts, including in particular, but without limitation, the subordination of the Agency Mortgage and any and all lien rights thereunder to the Mortgage and all lien rights thereunder. NOW, THEREFORE, in consideration of the promises contained herein, the parties agree as follows: Based solely upon the actual knowledge of Joel R. Hanson, the Agency's Secretary, the Agency certifies that as of the date of this Subordination Agreement, no Event of Default, as defined in the Contract, exists under the terms of the Contract, nor is there a default or Event of Default under the terms of the Agency'vlortgage. 2. The Agency hereby subordinates, in all respects. to the lien of the Mortgage, and the interest of the Mortgagee thereunder. any and all right. title or interest the Agency has,