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<br />Page | 51 <br />9138-126780\1512539.3 <br />19.22 Brokers. If Tenant has engaged a broker in this transaction pursuant to a separate <br />agreement, Tenant shall be solely responsible for the payment of any broker commission or similar <br />fee payable pursuant to such separate agreement. Tenant each hereby agree to indemnify and hold the <br />Lessor harmless from and against all costs, expenses or liabilities (including attorney fees and court <br />costs, whether or not taxable and whether or not any action is prosecuted to judgment) incurred by <br />the Agency in connection with any claim or demand by a person or entity for any broker’s, finder’s <br />or other commission or fee from the Agency in connection with the Tenant’s entry into this Lease <br />and the transactions contemplated hereby based upon any alleged statement or representation or <br />agreement of the Tenant. No broker, finder or other agent of any Party hereto shall be a third -party <br />beneficiary of this Lease <br />19.23 No Partnership. This Lease shall not be construed to constitute any form of <br />partnership or joint venture between Agency and Tenant. Agency and Tenant mutually acknowledge <br />that no business or financial relationship exists between them other than as Agency and Tenant, and <br />that Agency is not responsible in any way for the debts of Tenant or any other Party. <br />19.24 Authorization. Agency and Tenant (each, a “signing party”) each represents and <br />warrants to the other that the person or persons signing this Lease on behalf of the signing party has <br />full authority to do so and that this Lease binds the signing party. Concurrently with the exe cution of <br />this Lease, the Tenant shall deliver to the Lessor a certified copy of a resolution of the signing party’s <br />board of directors or other governing board authorizing the execution of this Lease by the signing <br />party. <br />19.25 Recording. This Lease itself shall not be recorded, but in the event that the Tenant <br />encumbers the leasehold as set forth in Article XVII, a memorandum hereof may be recorded in the <br />form of Exhibit D attached hereto (the “Memorandum”). The Memorandum may be executed <br />concurrently with this Lease and thereafter recorded in the Official Records of the Recorder on the <br />Effective Date of this Lease has occurred. Tenant shall be responsible for the payment of all charges <br />imposed in connection with the recordation of the Memorandum, including, without limitation, any <br />documentary transfer tax imposed in connection with this transaction and all recording fees and <br />charges. <br />19.26 Exhibits. This Lease contains the following exhibits, schedules and addenda, each of <br />which is attached to this Lease and incorporated herein in its entirety by this reference: <br />Exhibit A: Legal Description of the Premises <br />Exhibit B: Initial Improvements <br />Exhibit C: Best Management Practices Fact Sheets <br />Exhibit D: Form of Memorandum of Lease <br />19.27 Consent/Duty to Act Reasonably. Except as otherwise expressly provided herein, <br />whenever this Lease grants Agency and/or Tenant the right to take any action, grant any approval or <br />consent, or exercise any discretion, Agency and/or Tenant shall act reasonably and in good faith and <br />take no action which might result in the frustration of the other Party’s reasonable expectations <br />concerning the benefits to be enjoyed under this Lease. <br />19.28 Counterparts. For the convenience of the Parties to this Lease, this Lease may be <br />executed in several original counterparts, each of which shall together constitute but one and the <br />EXHIBIT 5