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3. Assignor hereby agrees to indemnify and defend Assignee, its successors
<br /> and assigns, and its and their employees, agents, members, managers and officers
<br /> (collectively the "Assignee Indemnified Parties") against, and hold the Assignee
<br /> Indemnified Parties harmless from, any and all cost, liability, loss, damage or expense,
<br /> including, without limitation, reasonable attorneys' fees and expenses (collectively,
<br /> "Losses and Liabilities"), arising out of or in any way related to a failure by Assignor, its
<br /> successors or assigns to keep and perform, or a default by Assignor, its successors or
<br /> assigns under, any of the covenants, obligations and agreements to be performed by the
<br /> Developer under the Abatement Agreement, Mortgage and Note prior to the Transfer
<br /> Date.
<br /> 4. Assignee, as of the Transfer Date, hereby accepts the foregoing
<br /> assignment, and assumes and agrees to faithfully abide by, perform, and discharge each
<br /> and every term, covenant, and condition of the Contract applicable to the "Developer,"
<br /> (the "Assumed Obligations") and to be fully bound by all of the foregoing.
<br /> 5. Assignor hereby warrants and represents to Assignee as follows:
<br /> (a) The Abatement Agreement, Mortgage and Note have not been modified or
<br /> amended and are full force and effect as of the date hereof, and
<br /> (b) To Assignor's knowledge, there is no Event of Default in existence under
<br /> the Abatement Agreement, Mortgage and Note, nor is there in existence any state of facts
<br /> or circumstances which, with the giving of notice or lapse of time or both, would
<br /> constitute an Event of Default under the Abatement Agreement, Mortgage and Note.
<br /> 6. Assignor will not enter into any modification or amendment of the
<br /> Abatement Agreement, Mortgage and Note that would adversely affect the rights and
<br /> interest of Assignee thereunder or the Assumed Obligations unless such modification or
<br /> amendment is entered into by Assignee. Assignor will not enter into any agreement
<br /> terminating the Abatement Agreement, Mortgage or Note without the prior written
<br /> consent of Assignee.
<br /> 7. Assignor shall give and deliver a copy of any notice, demand or other
<br /> communication which Assignor gives or delivers to, or receives from, City under the
<br /> Abatement Agreement, Mortgage or Note, and that relates to or may affect the rights and
<br /> interest of Assignee under the Abatement Agreement, Mortgage and Note or the
<br /> Assumed Obligations, to Assignee in the manner set forth in Section 5.3 of the
<br /> Abatement Agreement and Mortgage, addressed or delivered personally to Assignee as
<br /> follows:
<br /> ENVISION 3, LLC
<br /> 10800— 175th Ave NW
<br /> Elk River, MN 55330
<br /> Attn: Christopher Carlson
<br /> or at such other address as Assignee may, from time to time, designate by written notice
<br /> to Assignor given or delivered in the manner set forth in Section 5.3 of the Abatement
<br /> 2
<br /> 471047v2 JSB BL185-31
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