4.8. SR 05-19-2014 - Laserfiche WebLink

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2. The Subordinate Creditor shall not,without the prior written consent of the Bank,assign, negotiate, pledge or otherwise transfer, or permit to be assigned, negotiated, pledged or otherwise transferred, or execute any power of attorney with respect to, the Creditor's Claim, the Subordinate Creditor's Security Interest, or any part thereof, except to the Bank. 3. Nothing herein creates,or implies the existence of,any commitment on the part of the Bank to extend credit to the Debtor or any other person or entity. 4. This Agreement shall continue in effect until payment in full of the Bank's Claim,and the Bank shall provide a written instrument executed by the Bank terminating this Agreement. 5. Each of the parties consents to the personal jurisdiction of the state and federal courts located in the State of Minnesota in connection with any controversy relating in any way to this Agreement or to any transaction or matter relating to this Agreement,waives any argument that venue in such forums is not convenient, and agrees that any litigation initiated by any of the parties against anyone or more of the other parties relating in any way to this Agreement or to any transaction or matter relating to this Agreement shall be venued in either the District Court of Sherburne County, Minnesota, or the United States District Court,District of Minnesota, Fourth Division. 6. This Agreement binds the Subordinate Creditor and the Debtor and their respective successors and assigns.This Agreement shall benefit and is enforceable by the Bank and its successors and any assignees of the Bank's Claim, but this Agreement shall not benefit or be enforceable by any other party or subordinate the Creditor's Claim or the Creditor's Security Interest to any claim or security interest other than the Bank's Claim and the Bank's Security Interests. 7. This Agreement and the rights and duties of the parties shall be governed by and construed in accordance with the laws of the State of Minnesota. All terms in this Agreement that are defined in the Minnesota Uniform Commercial Code (the "UCC") shall have meanings set forth in the UCC. The Subordinated Creditor waives any and all rights to require the marshaling of assets by the Bank. No provision of this Agreement can be waived, amended, modified, supplemented or terminated, except by a writing executed by the Subordinated Creditor and the Bank. This Agreement is made between the Bank and the Subordinated Creditor. It shall bind and benefit the parties and their respective successors and assigns. The Subordinated Creditor waives notice of the Bank's acceptance of this Agreement. C. No Subordination as to Tax Increment. 1. Notwithstanding anything to the contrary in this Agreement,nothing in this Agreement shall limit the City's rights to collect Tax Increments (as defined in the Development Agreement) and apply such Tax Increments as provided in the Development Agreement and the Purchase Price Note. 2. Notwithstanding anything to the contrary in this Agreement, the Assessment Agreement (as defined in the Development Agreement) and the rights of the city thereunder, shall be and remain prior and superior to the Mortgage, Security Agreement and Fixture Financing Statement executed by Preferred Real Estate Holding,LLC ("Mortgagor") in favor of the Bank on September 26, 2013, and filed on September 27, 2013, as Document No. 778853 in the office of the County Recorder of Sherburne County,Minnesota, to secure an original indebtedness of Five Million