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202500461 1. Assignment and Assumption. The Prior Owner hereby assigns, grants, sells, transfers and delivers to the Current Owner all of the Prior Owner's right, title and interest in and to all of the Prior Owner's duties and obligations under the Agreement (except those duties and obligations with respect to acts or omissions occurring during such period as the Prior Owner owned the Project) and the Current Owner hereby accepts such assignment and hereby assumes all duties and obligations of the Prior Owner (defined as `Borrower") under the Agreement and agrees to take the Project subject to the Agreement. The Authority hereby consents, for purposes of Section 11 of the Agreement, to the transfer of the Project to the Current Owner. 2. Representation of Prior Owner. With respect to the "Qualified Project Period (Bonds)" as defined in the Agreement, the Prior Owner hereby represents that (i) the Bonds were paid in full on March 26, 2024, (ii) by May 1999, at least 10% of the Dwelling Units in the Project were occupied, (iii) by June 1999, at least 50% of the Dwelling Units were first occupied and (iv) no project -based Section 8 assistance is provided for the Project. 3. Release of Prior Owner. Upon the execution of the parties hereto of this Assignment and Assumption, the Prior Owner shall be released from its obligations under the Agreement, except as specifically provided in Section 11 of the Agreement for acts and omissions occurring during the period the Prior Owner owned the Project. 4. Operation of the Project. The Current Owner hereby assumes, and agrees to take the Project subject to, the Agreement and to complete, perform and comply with all duties and obligations of the Prior Owner under the Agreement. 5. Notices. The address of the "Borrower" set forth in Section 21 of the Agreement is amended to read as follows: Southlawn V, LLC 8551 Lexington Avenue Lincoln, NE 68505 cvandewege@frontier.bank brent@exceldg.com 6. Continuation of Agreement. All provisions and conditions of the Agreement, except as specifically amended by this Assignment and Assumption shall remain in full force and effect in accordance with their respective terms. Based solely upon the representations of the Prior Owner set forth in this Assignment and Assumption, the parties acknowledge and agree that the Qualified Project Period (Bonds), as defined in the Agreement, has terminated. 7. Governing Law. This Assignment and Assumption shall be governed by the laws of the State of Nebraska. 8. Counterparts. This Assignment and Assumption may be signed in any number of counterparts with the same effect as if the signatures thereto and hereto were upon the same instrument. 9. Recording. Upon execution and delivery by the parties hereto, the Current Owner shall cause this Assignment and Assumption to be duly recorded in the office of public records in the County where the Project is located as an encumbrance upon the Project and provide a copy to the Authority. IN WITNESS WHEREOF, the parties have caused this Assignment and Assumption to be signed by the respective duly authorized representatives as of the date first above written. 2 4877-1307-8727.1