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ASSIGNMENT AND ASSUMPTION OF <br />TAX ABATEMENT AND BUSINESS SUBSIDY AGREEMENT <br />THIS ASSIGNMENT AND ASSUMPTION OF TAX ABATEMENT AND <br />BUSINESS SUBSIDY AGREEMENT <br />(the “Assignment”)is entered into and made effective <br />GATR of Sauk Rapids, Inc., <br />______________, 2015(the “Effective Date”), by and between a <br />GATR of Elk River, Inc. <br />Minnesota corporation(“Assignor”) and , a Minnesotacorporation <br />(“Assignee”). <br />RECITALS <br />A. <br />Assignor entered into a Tax Abatement and Business Subsidy Agreement with the <br />City of Elk River,Minnesota (“City”) dated _____________,2015, a copy of which is attached <br />Exhibit A <br />hereto as (the “Agreement”). <br />B. <br />Assignor desires to transfer and assign all of its right, title and interest in and to <br />the Agreement to Assignee, and Assignee desires to assume such interest along with all <br />obligations under the Agreement. <br />AGREEMENT <br /> <br />In consideration of mutual covenants and promises, and for other good and valuable <br />consideration, the receipt and sufficiency of which are acknowledged, Assignor transfers and <br />assigns to Assignee, all of Assignor's right, title and interest in the Agreement. <br />Assignee agrees to assume all obligations of Assignor and Assignee agrees to be subject <br />to all the conditions and restrictions to which the Assignor is subject to under the Agreement, <br />from and after the Effective Date of this Assignment. <br />Assignee covenants and agrees to indemnify, save and hold harmless Assignor from and <br />against any and all liability, claims or causes ofaction existing in favor of or asserted by any <br />party to the Agreement, any and all liability, claims or causes of action by any third party, arising <br />out of or relating to Assignee's failure to perform any of its obligations under the Agreement, and <br />any and all liability, claims or causes of action existing or asserted by any party relating to the <br />Tax Abatement Property, as defined in the Agreement. <br /> <br />All of the covenants, terms and conditions herein, shall be binding upon and inure to the <br />benefit of the parties and their respective successors and assigns. <br />ASSIGNEE: ASSIGNOR: <br /> <br />GATR OF ELK RIVER, INC.GATR OF SAUK RAPIDS, INC. <br /> <br /> <br />By: ______________________________By: _________________________________ <br /> Robert Neitzke, President/CEORobert Neitzke, President/CEO <br />\[25874-0001/2057229/1\] <br />