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<br />ESTOPPEL AND CONSENT <br /> <br />We understand that as of the Effective Date, Assignor and Assignee have entered into that certain Asset <br />Purchase Agreement (the “Purchase Agreement”), pursuant to which Assignee has agreed to acquire the <br />Property. In connection with Assignee’s acquisition of the Property, Assignor will assign the Development <br />Agreement to Assignee. <br /> <br />The City hereby acknowledges and confirms to Assignee that (1) Assignor timely granted the Permanent <br />Easement Agreement to the City in accordance with the requirements of Paragraph 20(I) of the <br />Development Agreement, (2) to the knowledge of the City, as of the Effective Date, neither Developer nor <br />Assignor is in default under the Development Agreement or with respect to the performance of any of its <br />respective obligations thereunder, and (3) as of the Effective Date, the Development Agreement remains in <br />full force and effect according to its original terms, and has not been amended or modified in any manner <br />except as amended by the First Amendment, Second Amendment, and Fourth Amendment. <br /> <br />The Development Agreement provides that the obligations set forth in the Development Agreement may <br />be assigned by the parties thereto with the consent of the City. The City hereby consents to the foregoing <br />Assignment of the Development Agreement from Assignor to Assignee. Upon receipt of the replacement <br />letter of credit from Assignee as contemplated by the terms of the Assignment, the City shall immediately <br />return to Assignor the LOC. <br /> <br />CITY: <br /> <br />City of Orono <br /> <br /> <br />By _________________________________ <br /> <br />Its: Mayor <br /> <br /> <br />And <br /> <br /> <br />By __________________________________ <br /> <br />Its: City Clerk <br /> <br /> <br />STATE OF MINNESOTA ) <br /> ) ss. <br />COUNTY OF HENNEPIN ) <br /> <br />The foregoing instrument was acknowledged before me this _____ day of ___________, 2022, <br />by ____________________________ and by ______________________________, the Mayor and City <br />Clerk of the City of Orono, a Minnesota municipal corporation, on behalf of the corporation and pursuant <br />to the authority granted by its City Council. <br /> <br /> <br />_________________________________________ <br />Notary Public