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4 <br />after a default to a secured party under the Uniform Commercial Code as adopted <br />in the State of Minnesota. If notice to the Redeveloper or the Phase II Land Owner <br />of any intended disposition of collateral or of any intended action is required by <br />law in any particular instance, such notice shall be deemed commercially <br />reasonable if given in writing at least ten (10) days prior to the intended disposition <br />or other action. <br />7. The Authority and the City consent and agree to the terms and conditions of this <br />Agreement. The Authority and the City further represent and warrant to the Lender <br />that the Development Agreement is a valid agreement enforceable against the <br />Authority and the City in accordance with its terms and that to the knowledge of <br />the undersigned neither the Authority, the City, the Redeveloper nor the Phase II <br />Land Owner is in default thereunder, and that all covenants, conditions and <br />agreements have been performed as required therein, except those not to be <br />performed until after the date hereof. <br />8. The Authority and the City hereby agree that any agreement of the Redeveloper or <br />the Phase II Land Owner to indemnify the Authority or the City pursuant to the <br />Development Agreement is not the obligation of, nor shall any provisions in such <br />article impose any obligation upon, the Lender, its successors and/or assigns until <br />such time as the Lender, in its discretion, exercises its rights hereunder and assumes <br />the obligations of the Redeveloper or the Phase II Land Owner under the <br />Development Agreement. <br />9. The Authority and the City hereby approve the financing for the Phase II Project as <br />contemplated by the Loan Documents to the extent such approval is required under <br />the Development Agreement. Such approval does not in any way constitute an <br />opinion on the part of the Authority or City that such financing is sufficient for any <br />purpose. <br />10. The Authority and the City agree that their respective rights under the Development <br />Agreement, including but not limited to the receipt and application of any proceeds <br />of insurance shall, in all respects, be subject and subordinate to the rights of the <br />Lender under the Mortgage; provided, however, that nothing herein shall be <br />construed as subordinating the requirements contained in the Development <br />Agreement that the Minimum Improvements be used in accordance with Section <br />10.3 of the Development Agreement, or as subordinating the Authority’s rights <br />under the Assessment Agreement (as defined in the Development Agreement). The <br />term “Mortgage” shall include the Mortgage and any amendments, supplements, <br />modifications, renewals, extensions or replacements thereto. In addition, the <br />Authority and the City acknowledge that the terms of the Mortgage, not the <br />Development Agreement, shall control the use and disbursement of insurance <br />proceeds and condemnation awards. Any obligation of the Redeveloper or the <br />Phase II Land Owner to construct the Minimum Improvements is hereby <br />subordinated to the Mortgage. Notwithstanding anything herein to the contrary, the <br />Authority shall continue to have the ability to suspend, adjust, or terminate <br />payments on the TIF Note in accordance with its terms and/or to terminate the <br />20