HRA PACKET 11242020 - Laserfiche WebLink

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4 after a default to a secured party under the Uniform Commercial Code as adopted in the State of Minnesota. If notice to the Redeveloper or the Phase II Land Owner of any intended disposition of collateral or of any intended action is required by law in any particular instance, such notice shall be deemed commercially reasonable if given in writing at least ten (10) days prior to the intended disposition or other action. 7. The Authority and the City consent and agree to the terms and conditions of this Agreement. The Authority and the City further represent and warrant to the Lender that the Development Agreement is a valid agreement enforceable against the Authority and the City in accordance with its terms and that to the knowledge of the undersigned neither the Authority, the City, the Redeveloper nor the Phase II Land Owner is in default thereunder, and that all covenants, conditions and agreements have been performed as required therein, except those not to be performed until after the date hereof. 8. The Authority and the City hereby agree that any agreement of the Redeveloper or the Phase II Land Owner to indemnify the Authority or the City pursuant to the Development Agreement is not the obligation of, nor shall any provisions in such article impose any obligation upon, the Lender, its successors and/or assigns until such time as the Lender, in its discretion, exercises its rights hereunder and assumes the obligations of the Redeveloper or the Phase II Land Owner under the Development Agreement. 9. The Authority and the City hereby approve the financing for the Phase II Project as contemplated by the Loan Documents to the extent such approval is required under the Development Agreement. Such approval does not in any way constitute an opinion on the part of the Authority or City that such financing is sufficient for any purpose. 10. The Authority and the City agree that their respective rights under the Development Agreement, including but not limited to the receipt and application of any proceeds of insurance shall, in all respects, be subject and subordinate to the rights of the Lender under the Mortgage; provided, however, that nothing herein shall be construed as subordinating the requirements contained in the Development Agreement that the Minimum Improvements be used in accordance with Section 10.3 of the Development Agreement, or as subordinating the Authority’s rights under the Assessment Agreement (as defined in the Development Agreement). The term “Mortgage” shall include the Mortgage and any amendments, supplements, modifications, renewals, extensions or replacements thereto. In addition, the Authority and the City acknowledge that the terms of the Mortgage, not the Development Agreement, shall control the use and disbursement of insurance proceeds and condemnation awards. Any obligation of the Redeveloper or the Phase II Land Owner to construct the Minimum Improvements is hereby subordinated to the Mortgage. Notwithstanding anything herein to the contrary, the Authority shall continue to have the ability to suspend, adjust, or terminate payments on the TIF Note in accordance with its terms and/or to terminate the