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The South Bend Economic Development Commission and the <br />City of South Bend hereby consent to the assignment of the right, <br />title, interest, duties, liabilities and responsibilities of Max <br />Koenig and Irving Rosenberg, as Assignees of Michiana Wholesale, <br />Inc., under the terms and conditions of a document entitled <br />"Lease and Trust Indenture" executed on September 1, 1976 and all <br />other documents executed in connection with a $350,000 City of <br />South Bend, Indiana Economic Development Revenue Bond ( Michiana <br />Wholesale, Inc., an Indiana corporation, 1976 Project), to <br />Memorial Health Properties, Inc. and the transfer by Max Koenig <br />and Irving Rosenberg of their right, title and interest therein. <br />SOUTH BEND ECONOMIC DEVELOPMENT COMMISSION <br />By <br />Walter Mucha <br />CITY OF SOUTH <br />By <br />ATTEST: <br />Dated: (f <br />, INDIANA <br />r O. Parent, Mayor <br />1 City Cler <br />n EXHIBIT C <br />3 <br />