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of any its obligation to pay its proportionate share of any costs of maintaining, repairing and <br />replacing the New Parking Facilities that are incurred after the date RPC records such release <br />and termination instrument. The provisions of this Section 7.2 survive HRA's termination of this <br />Agreement pursuant to this Section 7.2. <br />Section 17.Miscellaneous. <br />(a) Binding Effect. The Parking Easement and the Access Easement shall run <br />with title to the RPC Property, and this Agreement shall be binding upon and inure to the benefit <br />of the parties hereto, and their respective successors and assigns. <br />(b) No Rights in Public. No Implied Easements. Nothing in this Agreement <br />may be construed as creating any rights in the general public or as dedicating for public use any <br />portion of any of the HRA Property, including without limitation the Existing Improvements, <br />Access Easement and the Parking Easement. <br />(c) Remedies and Enforcement. In the event of a breach of any term of this <br />Agreement, the non -breaching party shall have the right to exercise any and all remedies <br />afforded under law and at equity. <br />(d) Amendment. Except as described in Sections 2 and 3, this Agreement may <br />be modified or amended, in whole or in part, only by the written consent of the parties hereto, <br />evidenced by a document that has been fully executed and acknowledged by the duly authorized <br />representatives of each party hereto. <br />(e) No Waiver. No waiver of any default of any obligation by any party hereto <br />shall be implied from any omission by the other party to take any action with respect to such <br />default. <br />(f) Severabilitv. If any covenant, condition, provision, or term of this <br />Agreement is, to any extent, held invalid or unenforceable, the remaining portion thereof and all <br />other covenants, conditions, provisions, terms of this Agreement, will not be affected by such <br />holding, and will remain valid and in force to the fullest extent permitted by law. <br />(g) Entire Agreement. This Agreement contains the complete understanding <br />and agreement of the parties hereto with respect to all matters referred to herein, and all prior <br />representations, negotiations, and understandings are merged into and superseded by this <br />Agreement. <br />(h) Governing Law. The laws of the State of Minnesota shall govern the <br />interpretation, validity, performance, and enforcement of this Agreement. <br />(i) Authority. The parties and each individual signing this Agreement on <br />behalf of the parties, represent and warrant that they are duly authorized to sign on behalf of and <br />to bind such party and that this Agreement is a duly authorized, binding and enforceable <br />obligation of such party. <br />G-5 <br />4517963v7 <br />