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The mortgagee of the Leasehold Mortgage shall agree to waive and hold Lessor harmless <br />from any and all other rights, claims or actions that said mortgagee, or parties claiming by or <br />under it, may have against Lessee in connection with the Leasehold Mortgage or otherwise. <br /> <br />The following conditions to Lessor's obligations thereunder: <br /> <br />The Improvements shall be Substantially Complete, all sums for costs of construction of the <br />Improvements shall have been disbursed by the mortgagee, there shall be no other unpaid <br />claims or liens, including claims or liens for materials or labor against the Leasehold Property, <br />and there shall be no claims or liens for unpaid Impositions affecting the Leasehold Property. <br /> <br />The Improvements and the Leasehold Property shall be in good condition, satisfactory to <br />Lessor in its sole reasonable discretion, based upon soils condition tests, environmental <br />analyses, engineering reports, surveys and other analyses and documentation obtained by <br />Lessor at its sole discretion. <br /> <br />No event of default shall have occurred pursuant to the Leasehold Mortgage that is not a <br />monetary default due to the failure of Lessee to pay principal and interest, and taxes and <br />insurance escrow due thereunder as and when due; <br /> <br />Lessor shall have successfully terminated Lessee's rights pursuant to this Lease Agreement, <br />prior to the expiration of Lessee's statutory right of redemption pursuant to the Leasehold <br />Mortgage, and there shall be no unresolved claims, actions or demands by Lessee against <br />Lessor with respect to such termination; <br /> <br />Lessee and the mortgagee of the Leasehold Mortgage shall provide to Lessor a written <br />construction cost certification certified by Lessee, the mortgagee and Lessee's contractor, <br />setting forth the total amount of all Leasehold Mortgage loan proceeds expended for <br />construction of the Improvements. <br /> <br />The loan-to-value ratio of the Leasehold Mortgage shall be no more than seventy percent <br />(70%) based on an as built appraisal certified to Lessor of the value of the Improvements <br />(excluding the value of the Leasehold Property) prepared by an appraiser chosen by Lessor. <br /> <br />The City Council for the City of Elk River shall have approved the terms of the Mortgagee <br />Agreement, based on an opinion of its legal counsel that the Mortgagee Agreement its within <br />the scope of its statutory authority and does not conflict with or constitute a default pursuant <br />to any other law, statute or ordinance or agreement to which it is subject or to which it is a <br />party. <br /> <br />BURNIS 566679.3 D-2 <br /> <br /> <br />