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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 />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 are unaffected by this 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 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 />476641vl JSB EL185-31 <br />