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EXHIBIT E
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<br />ASSIGNMENT OF DEVELOPMENT AGREEMENT
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<br />ASSIGNMENT AND ASSUMPTION OF TIF NOTE AND
<br />DEVELOPMENT AGREEMENT
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<br />FOR VALUE RECEIVED, F&C Ramsey Apartments, LLC, an Indiana limited liability
<br />company, and F&C Ramsey, LLC, an Indiana limited liability company (collectively,
<br />“Assignor”), does hereby assign and transfer to Residence at the COR Apartments LLC, a
<br />Minnesota limited liability company (“Assignee”), all rights, title and interest in and to the
<br />Development Agreement (as defined below), including the right to receive from the issuer that
<br />certain tax increment financing note (the “TIF Note”) to be issued in the principal stated amount
<br />of $3,000,000 pursuant to that certain Development Agreement dated March 9, 2012 and entered
<br />into by and among the Housing and Redevelopment Authority in and for the City of Ramsey,
<br />Minnesota (the “HRA”), the City of Ramsey Minnesota (the “City”), F & C Ramsey, LLC and F
<br />& C Ramsey Member, LLC, recorded in the office of the Anoka County Registrar of Titles on
<br />May 3, 2012 as Document No. 508341.004, as amended by that First Amendment to
<br />Development Agreement dated on or about even date herewith and to be recorded in the office of
<br />the Anoka County Registrar of Titles (as amended, the “Development Agreement”). Pursuant to
<br />Minnesota Statutes Section 469.033, Subd. 7, HRA Resolution #14-11-236 dated November 12,
<br />2014 (the “HRA Resolution”), and City Resolution #14-12-262 dated December 9, 2014 (the
<br />“City Resolution”), the HRA transferred all of its assets, including its rights under the
<br />Development Agreement, to the City and the City approved the transfer of all of the HRA’s
<br />assets to the City and dissolved the HRA. To document the HRA’s transfer of its rights under
<br />the Development Agreement to the City pursuant to the HRA resolution and the City resolution,
<br />the City and the HRA executed an Assignment and Assumption Agreement dated February 12,
<br />2015 and a Memorandum of Assignment and Assumption Agreement, which Memorandum of
<br />Assignment and Assumption Agreement will be recorded with the Anoka County Registrar of
<br />Titles.
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<br />Assignor represents and warrants that, immediately prior to the assignment and transfer
<br />consummated hereby, it was the record and beneficial owner of the right to receive the TIF Note
<br />from the issuer and had the exclusive right and full power to assign and transfer such right free of
<br />any claim, lien, security interest or encumbrance; provided, however, Assignee specifically
<br />acknowledges and agrees that it takes assignment of the right to be issued the TIF Note subject to
<br />the conditions and provisions stated in the Development Agreement.
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<br />Assignee agrees to indemnify, defend and hold Assignor harmless, from any loss, cost,
<br />claim, liability, expense or demand of any nature related to the TIF Note and/or the Development
<br />Agreement (including reasonable attorneys’ fees) arising or accruing on or after the date hereof,
<br />including, but not limited to a breach of the Development Agreement. Assignor agrees to
<br />indemnify, defend and hold Assignee harmless, from any loss, cost, claim, liability, expense or
<br />demand of any nature related to the TIF Note and/or the Development Agreement (including
<br />reasonable attorneys’ fees) arising or accruing prior to the date hereof, including, but not limited
<br />to a breach of the Development Agreement.
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