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:"'E.I0 . 39
<br />those obligations which accrued prior to such divestment of record.
<br />Each future Owner of a Parcel shall be liable hereunder for
<br />obligations accruing after such Owner became an owner of record and
<br />until its obligations cease and terminate as above provided, except,
<br />however, for those obligations which accrued prior to such
<br />termination. The forgaoina y1gvjjigng of tLig paraara,3
<br />notwithstanding, it is agreed that Welsh shall not be released from
<br />or relieved of its obligations and liability hereunder, even if it
<br />is divested of record of all title and interest in and to the Welsh
<br />Parcel, without the prior written consent of Equitable, as owner of
<br />the Equitable Parcel. Equitable agrees to give such consent, if the
<br />person then to become obligated to perform the obligations and
<br />liabilities of Welsh hereunder has a net worth, as reasonably
<br />determined by Equitable after applying generally accepted accounting
<br />principles, at least equal to the then net worth of Welsh, and if
<br />such person, in Equitable's reasonable opinion, has the capability
<br />and capacity to complete the work to be done by Welsh pursuant to
<br />paragraphs 3 and 4 of this Agreement, to the extent not then done.
<br />C. Amendments. This Agreement may only be modified or
<br />amended, in whole or in pa-t, with the consent of each of the Owners
<br />hereto, by declaration ion writing, executed and acknowledged by
<br />each of said Owners. The provisions of this Agreement are for the
<br />exclusive benefit of the Owners hereto, or their successors or
<br />assigns, and are not for the benefit of any third person, nor shall
<br />this Agreement be deemed to have conferred any rights, expressed or
<br />implied, upon any third person; provided, however, any tenant,
<br />subtenant, licensee, employee, agent or invitee of any Owner hereto
<br />shall have the express rights for the use of the Common Area as
<br />provided for herein. Nothing contained herein shall be deemed to
<br />confer or create any rights of the public in the Common Area.
<br />d. No Partnership. Nothing contained in this Agreement shall
<br />be deemed or construed by the Owners hereto, or any of them, or any
<br />other person, to create the relationship of principal and agent, or
<br />partnership or joint venture, or of any association between the
<br />Owners.
<br />e. NQn -waiver. If any term, provision or condition contained
<br />in this Agreement shall, to any extent, be held invalid or
<br />unenforceable, the remainder of this Agreement (o~ the application
<br />of such term, provision or condition to persons or circumstances
<br />other than those in respect to which it is held invalid or
<br />unenforceable) shall not be affected thereby and each term,
<br />provision or condition in this Agreement shall be valid and
<br />enforceable to the full extent permitted by law.
<br />f . Applicable L,aw, This Agreement shall be construed in
<br />accordance with the laws of the State of Minnesota.
<br />g. Interest ate. For purposes of this Agreement, Interest
<br />Mate shall mean a rate equal to two (2%) percent per annum in excess
<br />of the prime rate as published in the Wall Street Journal from time
<br />to time, said interest rate to be adjusted monthly, on the first day
<br />of each month for the then next month, based on the prime gate
<br />published for the last business day of the then preceding month,
<br />computed on the basis of a three hundred sixty (360) day year, but
<br />charged for the actual number of days any payment is past due. If
<br />the Wall Street Journal, for any reason, should eve& Lv
<br />publish the prime rate, the interest rate shall be determined by
<br />reference to the most nearly comparable index generally available in
<br />the financial community, as determined by the person to whom such
<br />interest is payable. However, in no event shall the interest rate
<br />be in excess of the highest rate then permitted by law.
<br />h.Psenlnz Approv_s�1• Except as may otherwise be
<br />specifically provided herein, whenever in this Agreement the consent
<br />or approval of any Owner is expressly or impliedly required or
<br />
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