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Agreement and Mortgage. Assignee shall give and deliver a copy of any notice, demand <br /> or other communication which Assignee gives or delivers to, or receives from, City under <br /> the Abatement Agreement and Mortgage, and that relates to or may affect the rights and <br /> interest of Assignor under the Abatement Agreement and Mortgage, delivered personally <br /> to Assignor or given or delivered in the manner set forth in Section 5.3 of the Abatement <br /> Agreement and Mortgage to Assignor pursuant to the notice address set forth therein, or <br /> at such other address as Assignor may, from time to time, designate by written notice to <br /> Assignee. <br /> 8. Assignee expressly represents, for the benefit of the City, that it is a <br /> limited liability company duly organized and in good standing under the laws of the <br /> Minnesota, 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 acknowledges that the City's rights and remedies against the <br /> Developer under the Abatement Agreement, Mortgage and Note are unaffected by this <br /> Assignment. <br /> 10. Assignor and Assignee agree that neither this Assignment nor the <br /> Abatement Agreement, the Mortgage, nor the Note shall be amended or changed in any <br /> way without prior written approval of the City or as specifically provided therein. <br /> 11. 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 /> 471047v2 JSB BL185-31 <br />