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