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Agreement. Assignee shall give and deliver a copy of any notice, demand or other <br />communication which Assignee gives or delivers to, or receives from, City under the <br />Abatement Agreement, and that relates to or may affect the rights and interest of <br />Assignor under the Abatement Agreement, delivered personally to Assignor or given or <br />delivered in the manner set forth in Section 5.3 of the Abatement Agreement to Assignor <br />pursuant to the notice address set forth therein, or at such other address as Assignor may, <br />from time to time, designate by written notice to Assignee. <br />8. Assignee expressly represents, for the benefit of the City, that it is a <br />corporation duly organized and in good standing under the laws of the State of <br />Wisconsin, is not in violation of any provisions of its organizational documents or (to the <br />best of its knowledge) the laws of the State of Minnesota, is duly authorized to transact <br />business within the State of Minnesota, has power to enter into this Agreement and has <br />duly authorized the execution, delivery and performance of this Agreement by proper <br />action of its governing body. <br />9. The Assignor hereby irrevocably authorizes and directs the City to pay <br />exclusively to the Assignee, from and after the date hereof, all sums due under the <br />Abatement Agreement, subject to the terms thereof; and to the extent such sums are paid <br />to the Assignee, the Assignor agrees that the City shall have no further liability to the <br />Assignor for the same. The Assignor acknowledges that the City's rights and remedies <br />against the Developer under the Abatement Agreement are unaffected by this <br />Assignment. <br />10. Assignor and Assignee agree that neither this Assignment nor the <br />Abatement Agreement shall be amended or changed in any way without prior written <br />approval of the City <br />1 1. This Assignment shall be binding on and inure to the benefit of the parties <br />hereto and their successors and assigns and shall further be for the benefit and reliance of <br />the City. <br />12. This Assignment shall be governed by and construed in accordance with <br />the laws of the State of Minnesota. <br />13. This Assignment may be executed in counterparts, which counterparts <br />when considered together shall constitute a single, binding, valid and enforceable <br />agreement. <br />[Signature pages follow] <br />3 <br />388743v2 JSB EL185-13 <br />