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SECTION 6. REPRESENTATION AND WARRANTIES OF OWNER. Owner represents and warrants for the benefit and reliance for the City as follows: A. Owner validly exists under the laws of the State of Delaware and is authorized to conduct business in California and is authorized to carry on its business being conducted as contemplated in this Agreement; B. Owner has the power and authority to enter into this Agreement; C. This Agreement shall be a legal, valid and binding obligation of Owner, enforceable against Owner and its successors and assigns in interest in the Leasehold Interest, and each portion thereof, in accordance with its terms, subject to bankruptcy and other equitable principles. SECTION 7. COVENANT OF OWNER. Owner declares that Owner's Leasehold Interest in and to the Property shall be held, conveyed, leased, used, and improved subject to the provisions of this Agreement and this Agreement is expressly declared to be for the benefit of the Owner's Leasehold Interest in and to Property and the abutting public rights-of-way.The Property maintenance covenants of Owner in favor of the City which arises under this Agreement shall run with and burden the Leasehold Interest and shall be binding upon all persons having or acquiring any right or title in the Leasehold Interest,including any subleasehold interest, or any part thereof, and the successors and assigns of each of them, including Applicant. SECTION 8. TIME OF THE ESSENCE; TERM OF AGREEMENT. Time is expressly made of the essence with respect to the performance by City and Owner of each and every obligation and condition of this Agreement. SECTION 9. ATTORNEY'S FEES. In addition to any other remedies provided herein or available under applicable laws, if either Party to this Agreement commences an action against the other Party arising out of, or in connection with this Agreement, the prevailing Party shall be entitled to recover from the losing Party its costs of suit,including,but not limited to,its reasonable attorney's fees, expert witness fees, and costs of investigation. SECTION 10. INTEGRATION. This Agreement contains the entire understanding between the Parties relating to the transaction contemplated by this Agreement, except as otherwise provided. All prior contemporaneous agreements, understandings, representations and statements, oral or written, are merged in this Agreement and shall be of no further force or effect. Each Party is entering into this Agreement based solely upon the representations set forth herein and upon each Party's own independent investigation of any and all facts such Party deems material. This Agreement constituted the entire understanding and agreement of the Parties, notwithstanding any previous negotiations or agreements between the Parties or their predecessors in interest with respect to all or any part of the subject matter hereof. SECTION 11. SEVERABILITY. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. SECTION 12. AMENDMENT. No amendment, modification or supplement of this Agreement shall be valid or binding unless executed in writing and signed by both Parties, subject 7 087057\16824605v7