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within the Plat. Upon sale or conveyance of any Lot within the Plat, the transferee shall be liable for all <br />obligations of the transferor relating to the Lot transferred and the transferor shall be automatically <br />released from any further obligation, liability, right or responsibility in respect to such transfer. <br />Moreover, nothing herein shall be construed to create a cause of action on behalf of the City against <br />Arden Plaza or the Couch/JGC Trusts with respect to their business operations beyond the obligations set <br />forth herein relating to the development and maintenance of the Lots within the Plat. <br />8. RECORDING OF DOCUMENT. This Agreement shall run with the Property and shall <br />be recorded in the office of the Ramsey County Recorder or Registrar of Titles with proof thereof shown <br />to the City prior to the issuance of any permits there under. <br />9. GOVERNING LAW. The City, Arden Plaza and the Couch/JGC Trusts agree that the <br />laws of the State of Minnesota shall govern all questions and interpretations concerning the validity and <br />construction of this Agreement and the legal relations between the undersigned parties and performance <br />under it without regard to principals of conflicts of law. The language of this Agreement is and shall be <br />deemed a result of negotiations among the parties and the respective legal counsel and shall not be strictly <br />extrude for or against any party. Each party agrees that any action arising out of or in connection with <br />this Agreement shall be brought solely in the courts of the State of Minnesota, Second Judicial District, or <br />the United States District Court for the District of Minnesota. <br /> 10. EVENT OF DEFAULT. The occurrence of any of the following shall be considered an <br />“event of default” and the terms and conditions contained in this Agreement <br /> A. Failure of Arden Plaza or the Couch/JGC Trusts to comply with any of the terms and <br />conditions contained in this Agreement as to the Lots owned by each within the Plat; and <br /> B. Failure of Arden Plaza or the Couch/JGC Trusts to comply with any applicable ordinance <br />or statute with respect to the development of the Lots owned by each within the Plat. <br />12 <br />174869v10