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10. MUTUAL COVENANTS AND AGREEMENTS. <br />The parties covenant and agree with each other that: <br />A. In the event that any term, covenant, or condition of this Loan Agreement shall be finally <br />determined by a court of competent jurisdiction to be invalid, those terms, covenants, or <br />conditions so determined to be invalid are hereby declared severable and shall not affect <br />the validity of the remaining portions of this Loan Agreement. <br />B. No waiver by either party of any term, covenant, or conditions of this Loan Agreement <br />shall be binding unless in writing and signed by both parties hereto. <br />C. No amendment, modification, or termination of this Loan Agreement shall be binding <br />unless in writing and signed by both parties. <br />D. This Loan Agreement shall remain in effect so long as Lender is the holder of the Loan or <br />any interest therein. <br />E. This Loan Agreement shall be binding upon the parties hereto and their respective <br />permitted successors and assigns. <br />F. This Loan Agreement and all related loan documents executed pursuant to this Loan <br />Agreement shall be governed by the laws of the State of Minnesota. <br />11. FURTHER PROVISIONS APPLICABLE TO BORROWER. <br />A. No amendments will be made to Borrower's organizational documents that would affect <br />Lender's rights under any of the terms and conditions of this Loan Agreement, without <br />Lender's prior written approval. <br />B. In the event the retirement, death, insanity, incapacity, withdrawal, dissolution, <br />liquidation, bankruptcy, or assignment for benefit of creditors of a general partner of <br />Partnership, the business may be continued by the remaining general partners pursuant to <br />aright set forth in the Partnership Agreement. In the event of dissolution of Partnership, <br />no title or right to possession and control of the Development, and no right to collect rents <br />therefrom, shall pass to any person who is not bound by this Loan Agreement in a manner <br />satisfactory to Lender. <br />C. No general partner will voluntarily withdraw from or be substituted by Partnership <br />without the prior written approval of Lender. Said approval will be made within thirty <br />(30) days or assumed accepted and will not be unreasonably withheld if there are one or <br />more remaining or substitute general partners who, in Lender's opinion and sole <br />12 <br />