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� CITY OF ELK RIVER ECONOMIC DEVELOPMENT AUTHORITY RESOLUTION NO. 17-04 RESOLUTION CONSENTING TO THE SALE OF BUSINESS RELATING TO THE LOAN TO 19228 LLC (PROMO PRODUCTS PROJECT) WHEREAS, the Board of Commissioners (the "Board") of the Economic Development Authority of the City of Elk River (the "EDA") has received a request from 19228 LLC (the `Borrower")with a recommendation from First National Bank of Elk River (the"Lender") that the EDA consent to a new operator relating to loan (the "Loan") provided to the Borrower pursuant to the provisions of the EDA's Microloan Program (the"Program"); WHEREAS, on the date of issuance of the Loan, the Borrower leased the loan property to Promo Products, LLC (the "Original Operator") and the Original Operator agreed to provide a guarantee of loan repayments and to operate its business on the loan property; WHEREAS, the Original Operator has sold its business to liberty Clark, LLC (the "New Operator"); WHEREAS, the Borrower is currently leasing the loan property to the New Operator and anticipates selling the loan property to the New Operator upon completion of environmental testing required on the loan property; WHEREAS, the Lender has proposed to prepare necessary amendments to the Promissory Note, Participation Certificate and Agreement and Loan Agreement (collectively, together with all related documents necessary in connection therewith, the "Loan Documents") with the Borrower reflecting that notwithstanding that the Original Operator is no longer operating its business on the loan property, the Loan will not be accelerated and the Borrower will continue making loan payments on the Loan in accordance with the existing payment schedule until the earlier of(i) the date the loan property is sold;or (ii) the maturity date of the Loan on January 13,2018;and WHEREAS, the EDA has determined that consenting to the operation of the loan property by the New Operator and permitting the Loan to remain outstanding until maturity or sale of the loan property will assist the Borrower and the New Operator in continuing the operation of the business in the City of Elk River; NOW THEREFORE, BE IT RESOLVED by the Board of Commissioners of the Economic Development Authority of the City of Elk River(the`Board") as follows: 1. Notwithstanding that the Original Operator is no longer operating its business on the loan property, the Board hereby consents to the Loan remaining outstanding and will permit the Borrower to continue making loan payments on the Loan in accordance with the existing payment schedule until the earlier of(i) the date the loan property is sold; or (ii) the maturity 499539v2 JSB Fi.l RS-34