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<br />CONSENT AND CERTIFICATE <br /> <br />The undersigned hereby consents to the foregoing Assignment. The foregoing <br />Assignment shall not be effective as to Assignee, and shall not create any liability or obligation <br />on the part of Assignee unless and until Assignee executes the Acceptance of Assignment on <br />page 5 of the foregoing Assignment and returns an executed copy to the Village. The foregoing <br />consent by the undersigned shall not be deemed to modify or amend in any way the terms and <br />conditions of the Development Agreement. <br /> <br />La Porte Entities hereby certify to Assignee that: <br /> <br />1) The Development Agreement is in full force and effect and no default has occurred <br />under the Development Agreement; <br /> <br />2) Except as provided pursuant to this Assignment, to La Porte Entities' knowledge, <br />Assignor has not assigned or pledged the Development Agreement or any interest therein; <br /> <br />3) Attached as Exhibit B is a true, complete and correct copy of the Development <br />Agreement; and <br /> <br />4) La Porte Entities agree to deliver to Assignee notices of any default under the <br />Development Agreement. <br /> <br />LA PORTE ENTITIES: <br /> <br />REINVESTMENT ZONE NUMBER ONE, <br />CITY OF LA PORTE <br /> <br />By: <br />Name: <br />Title: <br /> <br />Approved as to Form: <br />By: <br />Attorney, Reinvestment Zone Number One, <br />City of La Porte <br /> <br />Attest: <br /> <br />By: <br /> <br />Secretary, Reinvestment Zone Number One, <br />City of La Porte <br /> <br />H-654752-l.DOC <br />