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7.7 Authority. The undersigned persons executing and delivering this Agreement on behalf of each of the Parties represent and certify that they are the duly authorized officers of such Party and have been fully empowered to execute and deliver this Agreement on behalf of such Party and that all necessary action to execute and deliver this Agreement has been taken by such Party. 7.8 No Third -Party Beneficiaries. Nothing in this Agreement, express or implied, is intended or shall be construed to confer upon any person, firm, or corporation other than the parties hereto and their respective successors or assigns, any remedy or claim under or by reason of this Agreement or any term, covenant, or condition hereof, as third -party beneficiaries or otherwise, and all of the terms, covenants, and conditions hereof shall be for the sole and exclusive benefit of the Parties herein. 7.9 Assignment. Owner's rights under this Agreement shall be personal to Owner and shall not run with the land. Upon written consent of the Commission, Owner may assign its rights and obligations under this Agreement to another party, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, Owner shall have the right to assign its rights and obligations under this Agreement to another entity that is an affiliate of Owner without the consent of the Commission if such entity has the ability to complete the Improvements and assume all of the obligations and responsibilities of Owner under this Agreement. Additionally, Owner's lender for the Improvements may receive an assignment of Owner's interests in this Agreement, it being understood, however, that the obligations of the Commission under this Agreement will remain subject to satisfaction of the obligations of Owner as described herein. 7.10 Further Assurances. The Parties agree that they will each undertake in good faith as permitted by law any action and execute and deliver any document reasonably required to cant' out the intents and purposes of this Agreement. 7.11 Facsimile Signatures. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. Any telecopied version of a manually executed original shall be deemed a manually executed original. SECTION 8. AMENDMENTS. 8.1 Amendment. This Agreement may be amended from time to time, in whole or in part, by mutual written consent of the Parties, in accordance with this Agreement. [END OF PAGE] -6- dms.m.52586909.04