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(b) The Assignor has requested that the City consent to (i) the transfer of Lots I and 2, Block 2, Natures Edge Business Center Second Addition, Sherburne County, located in the City (the "Property") and the Project (as defined in the Abatement Agreement) to Meritex Elk River, LLC (the "Landlord"), (ii) the satisfaction of the Mortgage and the termination of the Note in accordance with the terms thereof, (iii) an amendment to the Abatement Agreement to address insurance for the Project pursuant to a First Amendment to AbatementAgreement by and between the City and the Assignee (the "Amendment"), and (iv) the assignment of the Assignor's rights and obligations under the Abatement Agreement to Sportech, Inc., (the "Assignee") pursuant to an Assignment and .Assumption of Tax Abatement by and between the Assignor and the Assignee (the "Assignment and Assumption Agreement"). Section 2. Approval of Transfer and.Agreements. (a) The City hereby consents to the transfer the Property and the Project to the Landlord, the satisfaction of the Mortgage and the termination of the Note in accordance with the terms thereof, the Amendment, and the assignment of the Assignor's rights and obligations under the Abatement Agreement to the Assignee pursuant to the Assignment and Assumption Agreement. (b) The Assignment and Assumption Agreement and the Amendment are hereby approved in substantially the forms submitted to the City, together with any related documents necessary in connection therewith, including without limitation all documents referenced in or attached to the Abatement Agreement (collectively, the "Development Documents") and the Mayor and the City Clerk are hereby authorized and directed to execute the Development Documents on behalf of the City and to carry out, on behalf of the City, the City's obligations thereunder. (c) The approval hereby given to the Development Documents includes approval of such additional details therein as may be necessary and appropriate and such modifications thereof, deletions therefrom and additions thereto as may be necessary and appropriate and approved by legal counsel to the City and by the officers authorized herein to execute said documents prior to their execution; and said officers are hereby authorized to approve said changes on behalf of the City. The execution of any instrument by the appropriate officers of the City herein authorized shall be conclusive evidence of the approval of such document in accordance with the terms hereof. If.) the event of absence or disability of the officers, any of the documents authorized by this Resolution to be executed may be executed without further act or authorization of the Council by any duly designated acting official, or by such other officer or officers of the Council as, in the opinion of the City Attorney, may act in their behalf. 4766800 JSB EL185.31