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17 <br /> 11 .Costs of Litiaation. In the event of litigation between County and <br /> Landlord arising out of the Option, each party shall pay its own costs and <br /> attorneys' fees. <br /> 12. Agents and Brokers. Each party hereunder represents and warrants <br /> that it did not consult or deal with any broker or agent, real <br /> estate or otherwise, with regard to the purchase and sale of the <br /> Shopping Center, and each party hereto agrees to indemnify and hold <br /> harmless the other party from all liability, expense, loss, cost or <br /> damage, including reasonable attorneys' fees, that may arise by reason <br /> of any cla1 m, demand or suit of any agent or broker arising out of facts <br /> constituting a breach of the foregoing representations and warranties. <br /> 13. Entire Aareement: Modification. This Exhibit contains the entire <br /> agreement between the parties hereto relating to the Option and the <br /> purchase and sale of the Shopping Center, and supersedes all prior <br /> and contemporaneous negotiations, understandings and agreements, <br /> written or oral, between the part1 es hereto. <br /> 14. Assignment. County shall have no right to assign the Option without <br /> the prior express written approval of Landlord, which approval may be <br /> grantee or denied by Landlord in its sole and absolute discretion. <br /> 15.Time of the Essence. The parties agree that time is of the essence <br /> with respect to the performance of all obligations, the exercise of the <br /> Option and all other time or deadline related matters herein. <br /> 16. Memorandum of Aareement. Landlord agrees that, at the request of <br /> County, Landlord will promptly execute and deliver a memorandum of <br /> the Option in recordable form sufficient to provide record notice of the <br /> Option, and County shall be entitled to record such memorandum in the <br /> Orange County Register of Deeds, at County's sole cost and expense. If <br /> County makes such a request to Landlord, County will, at that time, <br /> deliver to Landlord's counsel, to be held in escrow by such counsel, <br /> an executed Release, in form satisfactory for recordation in the Orange <br /> County Register of Deeds, releasing such memorandum from record in <br /> the event that County fails to timely exercise the Option or the Option <br /> otherwise terminates. Landlord's counsel may release the escrowed <br /> Release document, or record it in the Orange County Register of <br /> Deeds, in the event of such termination or non-exercise. <br /> 17. Easements. At Closing, Landlord may, subject to the review and <br /> approval of the County which approval shall not be unreasonably withheld, <br /> reserve easements for ingress and egress over the Shopping <br /> Center . to provide access by pedestrian and vehicular traffic over all <br /> drive aisles, entrances, exits, and curb cuts, and for installation and <br /> operation of utilities over the Shopping Center at locations reasonably <br />