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73850847v2 13 If to Lender: City of Little Canada 515 Little Canada Road East Little Canada, MN 55117 Attention: City Administrator E-mail: chris.heineman@littlecanadamn.org with a copy to: Taft Stettinius & Hollister LLP 2200 IDS Center 80 South Eighth Street Minneapolis, MN 55402 Phone: (612) 977-8400 Attn: Mary L. Ippel or addressed to any such party at such other address as such party shall hereafter furnish by notice to the other parties as above provided. Section 7.02. Delay and Non-Waiver of Rights. The provisions of this Agreement shall inure to the benefit of and be binding upon Borrower and the Lender and their respective successors and assigns. No delay on the part of the Lender in exercising any right, power or privilege shall operate as a waiver thereof nor shall any single or partial exercise of any right, power or privilege constitute such waiver nor exhaust the same, which shall be continuing. The rights and remedies of the Lender specified in this Agreement shall be in addition to and not exclusive of any other right and remedies which the Lender, by operation of law, would otherwise have. Section 7.03. Survival of Warranties. All agreements, representations and warranties made in this Agreement shall survive its execution, and the execution of the TIF Loan Documents, and shall continue until the Lender receives payment in full for all indebtedness of Borrower incurred under this Agreement, unless this Agreement is terminated as herein provided, and unless otherwise specified in this Agreement. Section 7.04. Governing Law. This Agreement shall be construed and enforced according to and governed by the laws of the State of Minnesota. Section 7.05. Counterparts. This Agreement may be executed in any number of counterparts, all of which shall constitute a single agreement, any one of which bearing signatures of all parties shall be deemed an original. Section 7.06. Time. Time is of the essence in the performance of this Agreement. Section 7.07. Entire Agreement. This Agreement contains the entire agreement of the parties hereto on the matters covered herein. No other agreement, statement or promise made by any party or by any employees, officer, or agent of any party hereto that is not in writing and signed by all the parties to this Agreement shall be binding. Section 7.08. Severability. If any term, condition or provision of this Agreement or the application thereof to any person or circumstance shall, to any extent, be held to be invalid or unenforceable, the remainder thereof and the application of such term, provision and condition to