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Shopping Center, and supersedes all prior and contemporaneous negotiations,
<br /> understandings and agreements, written or oral, between the partles hereto.
<br /> 14. Assignment. County shall have no right to assign the Option without the prior
<br /> express written approval of Landlord, which approval may be grantee or denied by
<br /> Landlord in its sole and absolute discretion.
<br /> 15.Time of the Essence. The parties agree that time is of the essence with respect to
<br /> the performance of all obligations, the exercise of the Option and all other time or
<br /> deadline related matters herein.
<br /> 16. Memorandum of Agreement. Landlord agrees that, at the request of County,
<br /> Landlord will promptly execute and deliver a memorandum of the Option in recordable
<br /> form sufficient to provide record notice of the Option, and County shall be entitled to
<br /> record such memorandum in the Orange County Register of Deeds, at County's sole
<br /> cost and expense. If County makes such a request to Landlord, County will, at that
<br /> time, deliver to Landlord's counsel, to be held in escrow by such counsel, an
<br /> executed Release, in form satisfactory for recordation in the Orange County Register
<br /> of Deeds, releasing such memorandum from record in the event that County
<br /> fails to timely exercise the Option or the Option otherwise terminates. Landlord's
<br /> counsel may release the escrowed Release document, or record it in the Orange
<br /> County Register of Deeds, in the event of such termination or non-exercise.
<br /> 17. Easements. At Closing, Landlord may, subject to the review and approval of the
<br /> County which approval shall not be unreasonably withheld, reserve easements for
<br /> ingress and egress over the Shopping Center . to provide access by pedestrian
<br /> and vehicular traffic over all drive aisles, entrances, exits, and curb cuts, and for
<br /> installation and operation of utilities over the Shopping Center at locations reasonably
<br /> acceptable to the owner of the Shopping Center, for the benefit of Landlord's one acre
<br /> retained parcel, as shown on Exhibit A attached hereto.
<br /> 18. Disclaimer. County acknowledges and agrees that Landlord has not made, does
<br /> not make, and will not make, and specifically negates and disclaims, any
<br /> representations, warranties (other than the warranty of title as set out in the Deed),
<br /> promises, covenants, agreements or guaranties of any kind or character whatsoever,
<br /> whether express or implied, oral or written, past, present, or future, of, as to,
<br /> concerning or with respect to (a) the value, nature, quality or condition of the
<br /> Shopping Center, including, without limitation, the water, soil and geology, (b) the
<br /> income to be derived from the Shopping Center, (c) the suitability of the Shopping
<br /> Center for any and all activities and uses which County may conduct thereon, (d) the
<br /> compliance of or by the Shopping Center or its operation with any laws, rules,
<br /> ordinances or regulations of any applicable governmental authority or body,
<br /> (e) the habitability, merchantability, marketability, profitability or fitness for a
<br /> particular purpose of the Shopping Center, (f) the manner or quality of the
<br /> construction or materials, if any, incorporated Into the Shopping Center, (g) the manner,
<br /> quality, state of repair or lack of repair of the Shopping Center, or (h) any other
<br /> matter with respect to the Shopping Center, and specifically, that Landlord has
<br /> not made, does not make and specifically disclaims any representations regarding
<br /> compliance with any environmental protection, pollution or •land use laws,
<br /> rules, regulations, orders or requirements, Including the existence in or on the
<br /> property of hazardous materials (as defined below). County further acknowledges
<br /> and agrees that having been given the opportunity to inspect the Shopping Center,
<br /> County is and will be relying solely on its own investigation of the Shopping Center
<br /> and not on any information provided or to be provided by Landlord and at the Closing
<br /> agrees to accept the Shopping Center and waive all objections or claims against
<br /> Landlord (including, but not limited to, any right or claim of contribution)
<br /> arising from or related to the property or to any hazardous materials on the Shopping
<br /> Center. Landlord is not liable or bound in any manner by any verbal or written
<br /> statements, representations or information pertaining to the property, or the
<br /> operation thereof, furnished by any real estate broker, agent, employee, servant or
<br /> other person. County further acknowledges and agrees that to the maximum extent
<br /> permitted by law, the sale of the Shopping Center as provided for herein is made on an
<br /> "as is" condition and basis with all faults.
<br /> 19. Landlord represents and warrants, as of the date of this Lease Agreement, that it
<br /> has not granted any other entity an option to purchase the Shopping Center other
<br /> than County, nor has Landlord entered into a purchase agreement or any other
<br /> agreement or arrangement whatsoever that would prohibit Landlord from selling the
<br /> Shopping Center to County.
<br /> 20. If County exercise the Option, then Landlord shall obtain any and all required
<br /> regulatory approvals and permits (including but not limited to special use permits,
<br /> modifications of existing special use permits, subdivision approval and zoning
<br /> approval) from the applicable authority prior to the Closing in order to
<br /> effectuate the sale contemplated by the Option and in order to legally subdivide
<br /> LEASE MODIFICATION-HILLSBOROUGH COMMONS
<br /> ORANGE COUNTY
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