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(b) The Assignee acknowledges that it may not re-assign the Developer's rights under the Development Agreement without the express prior written consent of the City as provided in the Development Agreement. (c) The Assignee certifies that it has the qualifications and financial responsibility necessary and adequate to fulfill the obligations undertaken by the Developer in the Development Agreement. 7. Payment of Tax Increments: The parties acknowledge that the payment of Tax Increments (as defined in the Development Agreement)payable in accordance with the terms of the Development Agreement on the Note Payment Date (as defined in the Development Agreement) of August 1, 2011 and February 1, 2012 shall be paid to the Assignor and future Note Payment Dates of August 1, 2012 to and including the final Note Payment Date of February 1, 2017 shall be paid to the Assignee. 8. Assignee Default: In the event the Assignee defaults under the terms and obligations of the Development Agreement assigned hereunder and does not cure the default in accordance with the terms of the Development Agreement,the Assignee acknowledges the City has the right to pursue any remedies against the Assignee as provided in the Development Agreement without any notice to and without seeking any remedy from the Assignor. 9. Governing Law: It is agreed that this Assignment shall be governed by, construed and enforced in accordance with the laws of the State of Minnesota. 10. Attorneys Fees: In the event that any action is filed in relation to this Assignment, the unsuccessful party in the action shall pay to the successful party, in addition to all the sums that either party may be called on to pay, a reasonable sum for the successful party's attorneys' fees. 11. Partial Invalidity: The invalidity of any portion of this Assignment will not and shall not be deemed to affect the validity of any other provision. In the event that any provision of this Assignment is held to be invalid, the parties agree that the remaining provisions shall be deemed to be in full force and effect as if they had been executed by both parties subsequent to the expungement of the invalid provision. 12. Entirety of Agreement: This Assignment shall constitute the entire agreement between the parties and any prior understanding or representation of any kind preceding the date of this Assignment shall not be binding upon either party except to the extent incorporated in this Agreement. 13. Modification: Any modification of this Agreement or additional obligation assumed by either party in connection with this Assignment shall be binding only if placed in writing and signed by each party or an authorized representative of each party. 14. Paragraph Headings: The titles to the paragraphs of this Agreement are solely for the convenience of the parties and shall not be used to explain, modify, simplify, or aid in the interpretation of the provisions of this Agreement. 3 4505045v2