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WAIVER AND CONSENT <br /> The undersigned, PPF RTL Rosedale Shopping Center, LLC, a Delaware limited liability <br /> companyJ having a right of first refusal pursuant to the First Refusal Agreement ("First Refusal <br /> Agreement"), dated May 18, 1978, recorded in the office of the Ramsey County Recorder as <br /> Document <br /> ' <br /> No 2009279 and <br /> . in the office of the Ramsey County Registrar of Titles as Document <br /> No. 660006, pertaining to the real property described in the attached Pathway Easement <br /> ("Pathway Easement"), hereby waives its right of first refusal with respect to the Pathway <br /> Easement and consents to the conveyance made by Macy's Retail Holdings, Inc., a New York <br /> corporation, to the City of Roseville, a Minnesota municipal corporation, pursuant to the <br /> Pathway Easement. <br /> This Waiver and Consent shall be binding upon PPF RTL Rosedale Shopping Center, <br /> LLC, andits successors and assigns. <br /> IN WITNESS WHEREOF, this Waiver and Consent was executed as of this day of <br /> 9 2011. <br /> PPF RTL Rosedale Shopping Center, LLC <br /> B " P <br /> y '.1' PF Retail, LLC, its sole member <br /> By: PPF OP, LP, its sole member <br /> • <br /> By.- PPF OPGP, LLC, its General Partner <br /> By-, Prime Property Fund, LLC, 'its sole member <br /> • <br /> By.- Morgan Stanley Real Estate Advisors, Inc., its Manager <br /> By: <br /> Print Name <br /> Title.- <br />