DOWNTOWN INC. AND SANTA ANA BUSINESS COUNCIL

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Licensee's use of the Street Furniture shall be subject to the Street Furniture being in a usable and safe condition at the time of each Licensee's use, and each Licensee shall be responsible for determining whether the Street Furniture is in such condition. In connection therewith, in the event that the Street Furniture is damaged or the use by a Licensee is otherwise impaired, prevented or limited, Licensor shall have no obligation or duty to repair the damage or rectify the condition to make the Street Furniture usable or safe. 5. Entire Agreement, Waiver, and Amendments This Agreement incorporates all of the terms and conditions mentioned herein, or incidental hereto, and supersedes all negotiations and previous agreements between the parties with respect to the subject matter of this Agreement. All waivers of the provisions of this Agreement must be in writing and signed by the appropriate authorities of the party to be charged. Any amendment or modification to this Agreement must be in writing and executed by the appropriate authorities of the Licensor and Licensees. 6. Severability If any term, provision, covenant, or condition of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions of the Agreement shall continue in frill force and effect, unless and to the extent the rights and obligations of one or more parties has been materially altered or abridged by such holding. No Assignment Licensees shall not assign or transfer or otherwise convey any interest in this Agreement to any party without the express prior written consent of Licensor, which consent may be withheld in Licensor's sole and absolute discretion. 8. Choice of Law This agreement is to be governed by, and construed in accordance with, the laws of the State of California. Venue shall be in Orange County. 9. Remedies Any party shall, in addition to all other rights provided herein or as may be provided by law, be entitled to the remedies of specific performance and injunction to enforce its rights hereunder, except to the extent expressly provided to the contrary in this Agreement. All rights and remedies under this Agreement are cumulative and no one of them shall be exclusive of any other, and each party shall have the right to pursue any one or all of such rights and remedies or any other remedy which may be provided by law, whether or not stated in this Agreement, except to the extent expressly provided to the contrary in this Agreement.