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CONSENT AND AGREEMENT <br /> November , 2015 <br /> The undersigned, City of Elle River, Minnesota, a Minnesota municipal <br /> corporation ("City"), hereby (i) consents, in accordance with Section 3.6 of the <br /> Abatement Agreement, to (A) the transfer of the Property (as defined in the foregoing <br /> Assignment and Assumption of Tax Abatement, Mortgage and Note) (the "Assignment <br /> and Assumption") by the Assignor named therein (the "Assignor") to the Assignee <br /> named therein (the "Assignee"), and (B) the execution and delivery by the Assignor and <br /> the Assignee of the Assignment and Assumption, and the terms and provisions thereof, <br /> (ii) agrees that in the event of any inconsistency between the terms and provisions of the <br /> Assignment and Assumption and the terms and provisions of the Abatement Agreement, <br /> Mortgage and Note (as defined in the Assignment and Assumption), the terms and <br /> provisions of the Assignment and Assumption shall control; (iii) releases Assignor from <br /> all the Assumed Obligations as defined in the Assignment and Assumption; (iv) warrants, <br /> represents and certifies to the Assignee as follows: <br /> (A) To the knowledge of the undersigned, the Abatement Agreement, <br /> Mortgage or Note have not been modified or amended and are in full force and effect as <br /> of the date hereof, and <br /> (B) To the knowledge of the undersigned, there is no Event of Default in <br /> existence, nor is there in existence any state of facts or circumstances which, with the <br /> giving of notice or lapse of time or both, would constitute an Event of Default under the <br /> Abatement Agreement, Mortgage or Note. <br /> (C) If the City delivers any notice, demand or other communication to the <br /> Developer under the Abatement Agreement, Mortgage or Note that relates to or may <br /> affect the rights and interest of the Assignee under the Abatement Agreement, Mortgage <br /> or Note or the Assumed Obligations, the City will deliver a copy of such notice, demand <br /> or communication to the Assignee in the manner set forth in the Abatement Agreement <br /> and Mortgage, as applicable, addressed or delivered personally to the Assignee as <br /> follows: <br /> ENVISION 3, LLC <br /> 10800— 175th Ave NW <br /> Elk River, MN 55330 <br /> Attn: Christopher Carlson <br /> or at such other address as the Assignee may, from time to time, designate by written <br /> notice to City given or delivered in the manner set forth in the Abatement Agreement and <br /> Mortgage, as applicable. <br /> Consent-1 <br /> 471047v2 JSB BL185-31 <br />