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2 <br /> <br />B. The Property is subject to that certain Amended and Restated Master Planned Unit Development <br />Agreement and Phase I Development Contract by and among Seller, the City of Arden Hills, <br />Minnesota (the “City”) and PAMELA A. COUCH, as Trustee of the Pamela A. Couch 2011 <br />Trust dated November 15, 2011, an undivided 25% interest; and JAMES G. COUCH, as <br />Trustee of the JGC Trust of 2007 dated August 14, 2007, an undivided 75% interest <br />(“Couch/JGC Trusts”) recorded with the Ramsey County Registrar of Titles on February 9, <br />2016 as Document No. T02551172, as Amended by that certain First Amendment to Amended <br />and Restated Master Planned Unit Development Agreement and Phase I Development Contract <br />for Arden Plaza recorded with the Ramsey County Registrar of Titles on February 9, 2016 as <br />Document No. T02551176 and assigned and assumed pursuant to the Assignment and <br />Assumption of Development Agreement recorded with the Ramsey County Registrar of Titles on <br />February 9, 2016 as Document No. T20551177 (collectively, the “Development Agreement”). <br />Pursuant to the Development Agreement, Seller has undertaken certain obligations with respect <br />to the Property and additional property located adjacent to the Property (the “Retained <br />Property”). <br /> <br />C. Pursuant to the Purchase Agreement, Buyer agreed to assume certain obligations undertaken by <br />Seller in accordance with the Development Agreement relating to the development of Phase II as <br />described in the Development Agreement on the Property but not with respect to other property <br />covered by the Development Agreement and certain rights of Seller under the Development <br />Agreement, which are set forth on Exhibit A attached hereto (the “Assumed Obligations”). As <br />such, Buyer and Seller desire that the Assumed Obligations be assigned to and assumed by Buyer, <br />as further set forth herein. <br /> <br />AGREEMENT <br /> <br /> NOW, THEREFORE, in consideration of the foregoing recitals and of the mutual promises <br />set forth below, and for other good and valuable consideration, the receipt and sufficiency of which <br />are hereby acknowledged, Seller and Buyer agree as follows: <br /> <br />1. Assignment and Assumption of Development Agreement. Seller hereby assigns, <br />conveys, sets over and delivers to Buyer all of Seller’s right, title, obligation and interest <br />in and to the Assumed Obligations. Buyer hereby accepts and assumes from Seller the <br />Assumed Obligations from and after the date of this Agreement. Buyer acknowledges <br />that the intent of this Agreement is to make Buyer fully responsible for the Assumed <br />Obligations and to release Seller therefrom from and after the date of this Agreement. <br />Buyer shall comply with all specific obligations applicable to the Assumed Obligations <br />as set forth in the Development Agreement from and after the date of this Agreement. <br />Buyer agrees to indemnify, defend, and hold Seller harmless from and against any and all <br />losses, debts, claims, liabilities, responsibilities, costs and expenses (including reasonable <br />attorneys’ fees) accruing on and after the date of this Agreement in connection with any <br />obligation or liability related to the Assumed Obligations or arising from or related to <br />Buyer’s failure to perform any of the Assumed Obligations in accordance with the <br />Development Agreement on or after the date of this Agreement. Seller agrees to <br />indemnify, defend, and hold Buyer harmless from and against any and all losses, debts, <br />claims, liabilities, responsibilities, costs and expenses (including reasonable attorneys’