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CONSENT AND AGREEMENT <br />March , 2016 <br />The undersigned, City of Elk 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 to the Landlord (as those terms <br />are defined in the foregoing Assignment and Assumption of Tax Abatement (the <br />"Assignment and Assumption") by the Assignor named therein (the "Assignor") to the <br />Assignee named therein (the "Assignee")), and (B) the execution and delivery by the <br />Assignor and the Assignee of the Assignment and Assumption, and the terms and <br />provisions thereof, (ii) agrees that in the event of any inconsistency between the terms <br />and provisions of the Assignment and Assumption and the terms and provisions of the <br />Abatement Agreement (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 has not <br />been modified or amended and are in full force and effect as 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. <br />(C) If the City delivers any notice, demand or other communication to the <br />Developer under the Abatement Agreement that relates to or may affect the rights and <br />interest of the Assignee under the Abatement Agreement or the Assumed Obligations, the <br />City will deliver a copy of such notice, demand or communication to the Assignee in the <br />manner set forth in the Abatement Agreement addressed or delivered personally to the <br />Assignee as follows: <br />Sportech, Inc. <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. <br />Consent -1 <br />476641vl JSB EL185-31 <br />