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ECONOMIC DEVELOPMENT AUTHORITY OF THE CITY OF ELK RIVER COUNTY OF SHERBURNE STATE OF MINNESOTA RESOLUTION NO. 16-08 RESOLUTION APPROVING MORTGAGE SUBORDINATION AGREEMENT WHEREAS, the Board of Commissioners (the "Board") of the Economic Development Authority of the City of Elk River (the "EDA") has heretofore provided a Microloan in the amount of$74,999 to Alan Arnold Corporation, a Minnesota corporation (referred to as "Debtor") which was secured by a corporate guarantee of Yankee Doodle Enterprises, LLC, a Minnesota limited liability company (the "Mortgagor"), secured by a mortgage on certain property on a subordinate basis to a contract for deed from Farmer's State Bank of Hartland in the original principal amount of$465,000;and WHEREAS,the Debtor and the Mortgagor have requested a loan from The Bank of Elk River (the "Bank") in the amount of$515,000 which will be used to satisfy the contract for deed and the Bank has required, as a condition to making the loan, that the Debtor and Mortgagor obtain from the EDA a Subordination Agreement (the "Subordination Agreement") in favor of the Bank providing for the subordination of the EDA's mortgage to the Bank's mortgage with respect to the additional financing, copies of which are on file with the Executive Director. NOW THEREFORE, BE IT RESOLVED by the Board of Commissioners (the `Board") of the Economic Development Authority of the City of Elk River(the"EDA")as follows: 1. The Subordination Agreement as presented to the EDA is hereby in all respects approved, in substantially the form submitted, together with any related documents necessary in connection therewith, and the President and Executive Director are hereby authorized and directed to execute the Subordination Agreement on behalf of the EDA and to carry out, on behalf of the EDA,the EDA's obligations thereunder. 2. The approval hereby given to the Subordination Agreement includes approval of such additional details therein as may be necessary and appropriate and such modifications thereof,deletions therefrom and additions thereto as may be necessary and appropriate and approved by legal counsel to the EDA and by the President and Executive Director prior to executing said documents; and said officers are hereby authorized to approve said changes on behalf of the EDA. The execution of any instrument by the President and Executive Director shall be conclusive evidence of the approval of such document in accordance with the terms hereof. In the event of absence or disability of said officers, any of the documents authorized by this Resolution to be executed may be executed without further act or authorization of the Board by any duly designated acting official, or by such other officer or officers of the Board as, in the opinion of the City Attorney, may act in their behalf. 492136v1 JSB EL185-13