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7 <br />2483256.v4 <br />specific performance to enforce performance of the terms of this Agreement, provided that an <br />action for specific performance must be commenced within 120 days after such right arises. The <br />foregoing remedies shall be the only remedies available to the parties upon a default hereunder. <br />18.Assignment. Neither party shall assign this Agreement without the prior written consent of the <br />other party, which consent shall not be unreasonably withheld, conditioned or delayed. <br />19.Real Estate Brokers. The parties represent and warrant that they have not engaged any real <br />estate broker in connection with the transactions contemplated by this Agreement. Interstate and <br />HRA agree to indemnify and hold the other harmless from anyone claiming a real estate <br />commission/fee through them. The provisions of this Section 19 will survive the Closing. <br />20.Entire Agreement. This Agreement (including all exhibits hereto) contains the entire agreement <br />of the parties and supersedes all prior discussions, negotiations and agreements with respect to <br />the subject matter hereof. This Agreement may not be changed orally but only by an agreement <br />in writing signed by the party against whom enforcement of any waiver, change, modification, <br />extension or discharge is sought. <br />21.Notices. Notices hereunder shall be deemed properly delivered when and if either (i) personally <br />delivered; or (ii) one (1) business day after deposit with Federal Express or other commercial <br />overnight courier; or (iii) three (3) business days after deposit in the U.S. Mail, by registered or <br />certified mail, return receipt requested, postage prepaid, to the Parties as set forth below: <br />Interstate Development Corporation <br />6390 Carlson Drive <br />Eden Prairie, MN 55346 <br />Attn: Lonnie Provencher <br />HRA’s Address:HRA of St. Anthony <br />3301 Silver Lake Rd, NE <br />St. Anthony, MN 55418 <br />Attn: Executive Director <br />With a copy to: <br />With a copy to: <br />Dorsey & Whitney LLP <br />50 South Sixth Street, Suite 1500 <br />Minneapolis, MN 55402 <br />Attn: Jay R. Lindgren <br />Interstate, Lowry Retail and <br />Lowry Multifamily’s Address: <br />22.Counterparts; Fax and PDF Signatures. This Agreement may be executed in counterparts, <br />each of which shall be deemed an original and all of which together shall constitute one and the <br />same instrument. Signature pages of this Agreement transmitted to any party via facsimile or <br />Portable Document Format (PDF) shall be deemed to be originals for all purposes hereunder. <br />23.COVID-19 Exhibit. Notwithstanding anything contrary elsewhere in this document, the <br />conditions and the parties’ responsibilities with respect thereto which are specified in the <br />attached Exhibit D (the “COVID-19 Exhibit”) shall control. <br />Messerli & Kramer P.A. <br />100 South Fifth Street, Suite 1400 <br />Minneapolis, MN 55402 <br />Attn: Anthony L. Barthel