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• <br />3. Replacement Covenant. Upon execution of this Agreement, Developer agrees to execute <br />and deliver to the Authority the Replacement Covenant in substantially the form attached <br />hereto as Exhibit B. Developer shall, at its cost, record the Replacement Covenant with <br />the office of the County Recorder for Anoka County. The Replacement Covenant is <br />intended to replace and supersede the Covenants in all respects. <br />4. HUD Regulatory Agreement. Developer shall not modify Section 24 of the HUD <br />Regulatory Agreement without prior written consent of the Authority, which consent <br />shall not be unreasonably withheld, conditioned or delayed. <br />5. Successors and Assigns. Each agreement, and each and every covenant, agreement, and <br />other provisions hereof shall be binding upon each of the parties hereto and their <br />successors and assigns <br />6. Governing Law. This Agreement is made and executed in the State of Minnesota and <br />shall be governed by the laws of said State. <br />7. Counterparts. This Agreement may be executed in any number of counterparts, each of <br />which shall, be deemed an original, but all of which shall constitute one instrument. <br />368750v2 SJB LN 140 -25 <br />