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WHEREAS, the Assignor desires to assign its rights and obligations under the <br />Dcvclopn~cnt Contract to Assignees as fee owner of the Development Property, and Assignees <br />agree to jointly and severally assume Assignor's rights and obligations under the Development <br />C~)ntract; and <br /> <br /> Wit EREAS, such assignment is permitted, with the consent of the City, pursuant to Article <br />V [I I ol' the Development Contract; and <br /> <br /> WltEREAS, the Development Contract may be amended pursuant to Section 11.4 of the <br />Dt:vclopn~ent Contract. <br /> <br /> NOW THEREFORE, in consideration of the premises and the covenants and agreements <br />set l'orth heroin, the receipt and sufficiency of which are hereby acknowledged, the parties agree to <br />th~: tcm~s 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 defined herein shall have the respective <br />meanings sct forth in the Development Contract. <br /> <br />2. Representations and Warranties. <br /> <br /> a. SKKW represents and warrants to the City that it is a Minnesota Limited <br />l,iability Company and in good standing therein, and is qualified to do business in the State of <br />M in ncsota. <br /> <br /> b. Hassan, represents and wan'ants to the City that it is a Minnesota Limited <br />l,iability Company and in good standing therein, and is qualified to do business in the State of <br />Minnesota. <br /> <br />3. Assignment and Assumption. <br /> <br /> a. The Assignor hereby assigns to the Assignees, and the Assignees accept said <br />assignment and assmne fi'om the Assignor, all right, title and interest and obligations in and to the <br />Development Contract. <br /> <br />b. The Assignees jointly and severally promise and agree as follows: <br /> <br /> (i) to assume and pay any indebtedness evidenced by the Development <br />(iontract and specifically the obligations created by the Agreement to Pay Deficiencies, at <br />Ibc times, and in the manner and in all respects as therein provided; <br /> <br /> (ii) to perform each and all of the obligations set forth in the Development <br />('ontract at the times, in the manner and in all respects as therein provided; and <br /> <br /> <br />