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Attachment A <br />SCHEDULE E <br />Form of Subordination A�reement <br />THIS SUBORDINATION AGREEMENT (this "Agreement") is made as of this <br />day of , 20_, between ("Lender"), whose address <br />is at , and the CITY OF ROSEVILLE, a municipal corporation <br />("City"). <br />RECITALS <br />A. Dale Street Station, LLC, a Minnesota limited liability company ("Redeveloper"), <br />is the owner of certain real property situated in Ramsey County, Minnesota and legally described <br />in Exhibit A attached hereto and incorporated herein (the "Property"). <br />B. Lender has made a mortgage loan to Redeveloper in the original principal amount <br />of $ (the "Loan"). The Loan is the evidenced and secured by the following <br />documents: <br />(i) a certain promissory note (the "Note") made by Redeveloper dated <br />, 200 , in the amount of $ ; and <br />(ii) a certain mortgage, security agreement and fixture iinancing statement <br />(the "Mortgage") made by Redeveloper dated , 200_, filed , 200_, <br />as Ramsey County Recorder/Registrar of Titles Doc. No. encumbering the <br />Property; and <br />(iii) a certain assignment of leases and rents (the "Assignment") made by <br />Redeveloper dated , 20_, filed , 20_, as Ramsey County <br />Recorder/Registrar of Titles Doc. No. encumbering the Property. <br />The Note, the Mortgage, the Assignment, and all other documents and instruments <br />evidencing, securing and executed in connection with the Loan, are hereinafter collectively <br />referred to as the "Loan Documents." <br />C. City is the owner and holder of certain rights under a certain Purchase and <br />Redevelopment Contract (the "Contract") by and between Redeveloper, the City of Roseville, <br />Minnesota, and City dated , 20_ and filed , 20_, as Ramsey County <br />Recorder/Registrar of Titles Doc. No. encumbering the Property, which includes a <br />right of reverter in the City. <br />NOW, THEREFORE, in consideration of the faregoing and as an inducement to Lender to <br />make the Loan, and for other good and valuable consideration, the receipt and sufficiency of which <br />are hereby acknowledged, the parties hereto represent, warrant and agree as follows: <br />1. Subordination. The City hereby agrees that the rights of the City with respect to <br />City's right of reverter under Section 9.3 of the Contract are and shall remain subordinate and <br />subject to liens, rights and security interests created by the Loan Documents and to any and all <br />E-1 <br />7174856v3 <br />