Use, Maintenance, & Facade Agreement - Michigan Street Shops LLC - Responsibilities Post Closing after the sale of Leighton Street Garage Retail Space

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modified only by a written instrument signed by authorized representatives of the Parties 17) Assi Went. Neither this Agreement nor any of the Company's rights or obligations hereunder may be assigned or delegated by the Company, in whole or in part, without notice to and the prior written consent of the City, provided, however, that the City's consent will not be required in the event the Company wishes to assign this Agreement to an entity that (a) was created by the Company for the purpose of owning and managing the Shops and (b) is controlled by the Company or by the natural persons who own the Company. In the event the Company wishes to obtain the City's consent regarding a proposed assignment of this Agreement, the Company will provide any and all information reasonably demanded by the City in connection with the proposed assignment and the proposed assignee, 1 S) Binding Effect; Counterparts; SigEiatures; Recordation. All the terms and conditions of this Agreement will be effective and binding upon the Parties and their respective successors and assigns at the time the Agreement is fully signed and delivered by the Company and the City. This Agreement may be separately executed in counterparts by the Company and the City, and the same, when taken together, will be regarded as one original agreement. Electronically transmitted signatures will be regarded as original signatures. The Parties agree to record this Agreement in the Office of the Recorder of St. Joseph County, Indiana. 19) Covenant Running with the Land. It is intended that each of the easements, covenants, rights, and obligations set forth herein shall run with the land and create equitable servitudes in favor of the real property benefited thereby, shall bind every person having any fee, leasehold, or other interest therein and shall inure to the benefit of the respective Parties and their successors, assigns, heirs and personal representatives. 20) Authority. The undersigned persons executing and delivering this Agreement on behalf of the respective Parties represent and certify that they are the duly authorized representatives of each and have been fully empowered to execute and deliver this Agreement and that all necessary corporate action has been taken and done. Further, the undersigned representative of the Company represents and warrants that the Company is duly organized, validly existing, and in good standing under the laws of the State of Indiana. 21) Further Assurances. The Parties agree that they will undertake in good faith, as permitted by law, any action and execute and deliver any document reasonably required to can•y out the intents and purposes of this Agreement. [Signature and notary pages follow.]