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EXHIBIT C <br /> • INDEMNITY AGREEMENT <br /> THIS INDEMNITY AGREEMENT, made and entered into as of <br /> the day of May, 1989 , between VERNON S . HOIUM, whose <br /> address is <br /> and Ursula Sheehy, whose address is <br /> (collectively, the " Indemnitors") and the HOUSING <br /> AND REDEVELOPMENT AUTHORITY OF ST. ANTYONY, MINNESOTA, a public <br /> body corporate and politic, whose address is 3301 Silver Lake <br /> Road, St . Anthony, Minnesota 55418 , Attention: Executive <br /> Director (the "HRA" ) . <br /> WITNESSETH THAT: <br /> WHEREAS, the HRA and Evergreen Development <br /> Corporation, a Minnesota corporation (the "Redeveloper" ) , -have <br /> entered into a Redevelopment Agreement, dated as of May _, <br /> 1989 (the "Redevelopment Agreement" ) , pursuant to which the <br /> Redeveloper has agreed to construct certain Minimum <br /> Improvements, as defined in the Redevelopment Agreement, and <br /> the HRA has agreed to issue its Note, as defined in the <br /> Redevelopment Agreement, to the Redeveloper upon completion of <br /> the Soil Corrections, as defined in the Redevelopment Agreement; <br /> WHEREAS, in order to induce the HRA to issue the Note <br /> and to enter into the Redevelopment Agreement , Redeveloper has <br /> agreed to obtain, and Indemnitors have agreed to give, this <br /> Indemnity Agreement ; and <br /> WHEREAS, the Indemnitors own 100% of the outstanding <br /> stock of the Corporation and the HRA has refused to issue the <br /> Note and enter into the Redevelopment Agreement unless this <br /> Indemnity Agreement is executed by the Indemnitors and <br /> delivered to the HRA; and <br /> WHEREAS, the Indemnitors. finds it advantageous and <br /> desirable to comply with the condition precedent that the <br /> Indemnitors execute and deliver the Indemnity Agreement . <br /> NOW, THEREFORE, in consideration of the premises, of <br /> the HRA issuing the Note and entering into the Redevelopment <br /> Agreement and of other good and valuable consideration, the <br /> receipt and sufficiency of which is hereby acknowledged by <br /> Indemnitors, the Indemnitors hereby, jointly and severally, <br /> covenant and agree with Lender as follows : <br /> 1. Indemnitors, for the HRA, their heirs , executors, <br /> administrators, personal representatives and assigns , hereby <br /> agree to indemnify and hold harmless the HRA and the City of <br />