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WHEREAS, the Assignor desires to assign its rights and obligations under the <br />Development Agreement to Assignee, as fee owner of the Development Property, and Assignee <br />agrees to assume Assignor's rights and obligations under the Development Agreement; and <br /> <br /> WHEREAS, such assignment is permitted, with the consent of the City, pursuant to Article <br />X of the Development Agreement; and <br /> <br /> WHEREAS, the Development Agreement may be amended pursuant to Section 13.4 of the <br />Development Agreement. <br /> <br /> NOW THEREFORE, in consideration of the premises and the covenants and agreements <br />set forth herein, the receipt and sufficiency of which are hereby acknowledged, the parties agree to <br />the terms described below: <br /> <br />AGREEMENT: <br /> <br /> 1. Recitals. The above Recitals are hereby agreed to in full and are incorporated herein <br />by this reference. Capitalized terms used herein and not defmed herein shall have the respective <br />meanings set forth in the Development Agreement. <br /> <br /> 2. Representations and Warranties. The Assignee hereby represents and warrants to <br />the City as follows: <br /> <br /> a. The Assignee is a Texas limited partnership and in good standing therein, <br />and is qualified to do business in the State of Minnesota. <br /> <br /> b. The Assignee expressly assumes in writing all of the obligations of the <br />Assignor represented by the Development Agreement. <br /> <br />3. Assignment and Assumption. <br /> <br /> a. The Assignor hereby assigns to the Assignee, and the Assignee hereby <br />assumes from the Assignor, all right, title and interest in and to the Development Agreement. <br /> <br /> b. The Assignee promises and agrees (a) to assume and pay the indebtedness <br />evidenced by the Development Agreement at the times, and in the manner and in all respects as <br />therein provided; (b) to perform each and all of the obligations set forth in the Development <br />Agreement at the times, in the manner and in all respects as therein provided; and (c) to be bound by <br />each and all of the terms of the Development Agreement as if each of them were originally made, <br />executed and delivered by the Assignee. <br /> <br /> 4. Conditions to Effectiveness of this Agreement and Assumption. This Assignment <br />and Assumption Agreement shall be effective upon execution and consent of the City. <br /> <br /> <br />