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EXHIBIT A
<br />ASSIGNMENT AND ASSUMPTION OF HOUSING DEVELOPMENT AGREEMENT
<br />THIS ASSIGNMENT AND ASSUMPTION OF HOUSING DEVELOPMENT AGREEMENT
<br />the "Assignment") is made and entered into the day of March, 2022 ("Effective Date") by and
<br />between Burnsville Parkway Estates LLC, a Minnesota limited liability company ("Assignor") and Silver
<br />Lake Commons LLC, a Minnesota limited liability company ("Assignee").
<br />Recitals
<br />A. Assignor, as successor in interest to the "Owner", is a party to that certain Housing
<br />Development Agreement dated December 21, 1998 (as thereafter assigned to Assignor, the "Development
<br />Agreement") for that certain development known as Silver Lake Commons and located at 2665 Highway
<br />10 NE, Mounds View, Minnesota and legally described on Exhibit A attached hereto (the "Pro e ") with
<br />the Minneapolis Public Housing Authority in and for the City of Minneapolis ("MPHA"), and the City of
<br />Mounds View, Minnesota (the "Qjy"; the MPHA and the City shall be hereinafter collectively referred to
<br />as the "Authorities").
<br />B. Assignor, in connection with its sale of the Property to Assignee, desires to transfer, assign,
<br />convey, set over, and deliver all of its right, title, and interest in, to, and under the Development Agreement
<br />to Assignee, and Assignee wishes to assume all of Assignor's duties, liabilities, and obligations thereunder.
<br />NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good
<br />and valuable consideration, the receipt and sufficiency of which is acknowledged, the parties mutually
<br />covenant and agree as follows:
<br />1. Assi nment and Assum ption. Assignor does hereby transfer, assign, convey, set over, and deliver
<br />unto Assignee all of Assignor's right, title, and interest in, to, and under the Development Agreement as of
<br />the Effective Date. Assignee does hereby assume and agree to perform all of Assignor's duties, liabilities,
<br />and obligations in, to, and under the Development Agreement as of the Effective Date.
<br />2. Indemnity. Assignee shall indemnify, defend, and hold harmless Assignor from and against any
<br />and all claims, including without limitation, reasonable attorneys' fees arising out of or relating to the
<br />Development Agreement from and after the Effective Date. Assignor shall indemnify, defend, and hold
<br />harmless Assignee from and against any and all claims, including without limitation, reasonable attorneys'
<br />fees arising out of or relating to the Development Agreement prior to the Effective Date.
<br />3. Release. From and after the Effective Date, and by virtue of the promises and agreements contained
<br />herein, Assignor is hereby released from any and all obligations and duties owing from Assignor to the
<br />Authorities and the United States Department of Housing and Urban Development ("HUD") under the
<br />terms of the Development Agreement.
<br />4. Counterparts. This Assignment may be executed in two or more counterparts, each of which shall
<br />be deemed an original but all of which together shall constitute one and the same instrument.
<br />5. Successors and Assigns. This Assignment shall be binding on and inure to the benefit of the parties
<br />hereto and their respective successors and assigns.
<br />6. Governing Law. This Assignment shall be governed by and construed in accordance with the laws
<br />of the Minnesota.
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