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If to Borrower: Roers Ramsey Apartments I LLC <br />2 Carlson Parkway #400 <br />Plymouth, MN 55447 <br />Attention: Brian Roers <br />If to Lender: First Bank & Trust <br />1909 Highway 36 <br />Roseville, MN 55113 <br />Attn: Ross Dahlin <br />If to City: City of Ramsey <br />Attn: Community Development Director <br />7550 Sunwood Dr. NW <br />Ramsey, MN 55303 <br />12. Indemnification. The Borrower hereby indemnifies and holds the City harmless from <br />and against any claims or liabilities arising or purporting to arise from the City's performance of its <br />obligations under this Assignment. <br />13. Counterparts. This Assignment may be executed in one or more counterparts, each of <br />which shall constitute an original but all of which together shall constitute one and the same agreement. <br />14. Partial Invalidity. The invalidity of any portion of this Assignment will not and shall <br />not be deemed to affect the validity of any other provision. In the event that any provision of this <br />Assignment is held to be invalid, the parties agree that the remaining provisions shall be deemed to be <br />in full force and effect as if they had been executed by both parties subsequent to the expungement of <br />the invalid provision. <br />15. Entire Agreement: This Assignment shall constitute the entire agreement between the <br />parties and any prior understanding or representation of any kind preceding the date of this Assignment <br />shall not be binding upon either party except to the extent incorporated in this Agreement. <br />16. Modification. Any modification of this Assignment or additional obligation assumed <br />by either party in connection with this Assignment shall be binding only if placed in writing and signed <br />by each party or an authorized representative of each party. <br />17. Paragraph Headings. The titles to the paragraphs of this Assignment are solely for the <br />convenience of the parties and shall not be used to explain, modify, simplify, or aid in the interpretation <br />of the provisions of this Assignment. <br />18. Successors and Assigns. This Assignment shall be binding upon and shall inure to the <br />benefit of the parties hereto and their respective successors and assigns. <br />19. Governing Law. This Assignment shall be governed by and construed in accordance <br />with the laws of the State of Minnesota. <br />20. No Release of Borrower. Nothing herein shall be deemed to release the Borrower from <br />any obligations under the Development Agreements and/or the Loan Documents, and no action of the <br />City shall be deemed to have released the Borrower from any such obligations, except to the extent in <br />writing and duly executed by the Authority. <br />3 <br />