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10/14/92 ASSUMPTION ~REEMENT THIS AGREEMENT, made and entered Into as of this day of , 1992, by and bet'M3en NEW BRIGHTON VENTURE I, a Minnesota general partnership rPartnership") and THE CITY OF NEW BRIGHTON, MINNESOTA, a municipal corporation and political subdMslon of the State of Minnesota rCity") WITNESSETH WHEREAS. the City and Winfield D~opments, Inc. rYVinfield") entered Into that certain Contract for Private D~opment and Lease-Purchase Agreement dated June 8, 1983 rLease") pursuant to which the City, among other things, leased certain real property described therein rproperty") to Winfield; WHEREAS, Winfield sublet a portion of the Property to Partnership pursuant to that certain Sublease and Assignment of DENelopment Rights and Assignment of Optional and Mandatory Purchase Rights dated as of September 1, 1983 rSubleasej, with the portion of the Property so sublet to Partnership hereinafter referenced as the ~Partnership Portion"; WHEREAS. Winfield has assigned its lessees interest under the lsase and its sublessors interest under the Sublease to Partnership pursuant to that certain Assignment dated April 1, 1992 and filed for record with the Ramsey County Recorder on October 7, 1992 as Document No. 2677816 (%signmenr); WHEREAS, Partnership desires to obtain the Citys consent to the Assignment. and the City is willing to appl'C7v'e the Assignment upon the terms and conditions hereinafter set forth; N~ THEREFORE. In consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknoNledged, the parties hereby agree as follONS: 1. Recitals. The Recitals set forth abcNe shall be deemed a part of this Agreement and are hereby incorporated herein by reference. 2. Assumotion bv Partnershlo of Lease. Partnership, for itself and its successors and assigns, and expressly for the benefit of the City. hereby assumes all of the rights and obligations of Winfield under the Lease and agrees to be subject to all of the conditions and restrictions to which Winfield was subject under the Lease. Neither the assumption referenced in the immediately preceding sentence nor the execution and delivery of the Assignment shall operate, legally or practically, to deprive or limit the City of or with respect to any rights or remedies or controls pn::wided in or resulting from the Lease with respect to the Property which the City V<<Xlld haw had. had there been no such assumption or Assignment. 3. Subordination of Rlahts Under the Sublease. Partnership hereby subordinates its sublessors rights under the Sublease to the Citys rights under the Lease and Sublease. Partnership shall pay Rent (as defined in the Lease) directly to the City as provided in Section 9.3 of the Lease and shall take no action in derogation of arry other obligation of Winfield or rights of the City under the Lease. 4. City Consent to Assianment. In consideration of the foregoing, the City hereby approves and consents to the Assignment by Winfield to Partnership of the lesseeS interest under the Lease and the