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<br /> Lease shall be brought in the North Carolina General Court of Justice sitting in Orange County, North
<br /> Carolina. The Parties hereto stipulate to the jurisdiction of said court. It is agreed by the Parties that no
<br /> other court shall have jurisdiction or venue with respect to any claims, complaints, suits, or actions arising out
<br /> of or related to this Lease. Binding arbitration may not be initiated by either party, however,the Parties may
<br /> agree to nonbinding mediation of any dispute prior to the bringing of a claim, complaint, suit, or action.
<br /> Should any court having jurisdiction determine this Lease in whole or in material part is unlawful or the
<br /> entering thereof is or was outside the scope of Landlord's authority, Landlord may terminate this Lease
<br /> without further obligation (except as provided herein) and Tenant specifically releases and holds harmless
<br /> Landlord, its agents, employees, officers and assigns from any loss, liability, claim or damage suffered by
<br /> Tenant as a result thereof and waives the right to bring any action or complaint against Landlord to recover
<br /> for same. Notwithstanding the foregoing, in the event of any such termination, Tenant may elect to exercise
<br /> the option to purchase set forth in Section 3(d)herein by providing Landlord with written notice thereof within
<br /> sixty(60)days of such termination, and such termination shall not void Tenant's option to purchase so long
<br /> as Tenant provides such written notice within the aforesaid 60-day period.
<br /> 39. SEVERABILITY. If any term, covenant or condition of this Lease or the application thereof to any
<br /> person or circumstance shall,to any extent, be invalid or unenforceable,the remainder of this Lease shall not
<br /> be affected thereby; and each term, covenant or condition of this Lease shall be valid and be enforced to the
<br /> fullest extent permitted by law.
<br /> 40. Intentionally Omitted.
<br /> 41. BINDING EFFECT. Each provision of this Lease shall extend to and shall bind and inure to the
<br /> benefit of the Landlord and the Tenant and their respective heirs, legal representatives, successors, and
<br /> assigns.
<br /> 42. LIMITATION ON RIGHT OF RECOVERY AGAINST LANDLORD. Tenant acknowledges and agrees
<br /> that the liability of Landlord under this Lease shall be limited to its interest in the Property and anyjudgments
<br /> rendered against Landlord shall be satisfied solely out of the proceeds of the sale of its interest in the
<br /> Property. No personal judgment shall lie against Landlord upon extinguishment of its rights in the Property
<br /> and any judgment so rendered shall not give rise to any right of execution or levy against Landlord's assets.
<br /> The provisions hereof shall inure to Landlord's successors and assigns, including any Mortgagee. The
<br /> foregoing provisions are not intended to relieve Landlord from the performance of any of Landlord's
<br /> obligations under this Lease, but only to limit the personal liability of Landlord in case of recovery of a
<br /> judgment against Landlord; nor shall the foregoing be deemed to limit Tenant's rights to obtain injunctive
<br /> relief or specific performance or to avail itself of any other right or remedy which may be awarded Tenant by
<br /> law or under this Lease.
<br /> 43. BROKERAGE. The Tenant and Landlord each represents to the other that it has not dealt directly
<br /> with any brokers in connection with this Lease, and that no broker procured this Lease or is entitled to any
<br /> commission in connection with the Lease, and in the event either party has hired a broker such hiring party
<br /> shall indemnify, defend, and hold forever harmless the other party from and against any claim by such hired
<br /> broker and from and against any and all costs directly or indirectly arising out of any such hiring.
<br /> 44. MEMORANDUM. Concurrently with the execution of this Lease, the Landlord and Tenant shall
<br /> execute and deliver a memorandum of lease in the form provided for on Exhibit C attached hereto and
<br /> incorporated herein, which memorandum of lease shall reference Tenant's right to purchase the property,
<br /> and such memorandum of lease may be recorded by Tenant with the Orange County Register of Deeds
<br /> following the expiration of the Inspection Period.
<br /> 45. FORCE MAJEURE. Except for the payment by Tenant to Landlord of any sum due under this Lease,
<br /> neither Landlord nor Tenant shall be considered in default of any of the terms, covenants and conditions of
<br /> this Lease on such party's part to be performed if such party fails to timely perform same, and such failure is
<br /> due, in whole or in part, to any strike, lockout, labor trouble, whether legal or illegal, civil disorder, inability to
<br /> procure materials, failure of power, restrictive governmental laws and regulations, riots, insurrections, war,
<br /> fuel shortages, accidents, pandemic or epidemic, casualties,Acts of God, acts caused directly or indirectly by
<br /> the other party or its's agents, employees or invitees, or any other cause beyond the reasonable control of
<br /> the performing party. Force Majeure does not include failure of the Tenant to secure permitting necessary
<br /> for the up-fit, occupancy, or other use of the Property.
<br /> 46. TAXES. Tenant shall be responsible for all ad valorem taxes on the Property (if any) during the Term,
<br /> taxes on its personal property and on the value of any leasehold improvements.
<br /> 47. COUNTERPARTS. This Lease may be executed in counterparts. Each fully executed counterpart shall
<br /> be an original and it shall not be necessary in making proof of this Lease to produce or account for more than
<br /> one such counterpart. The submission of this Lease by Landlord, its agent or representative,for examination
<br /> Landlord Tenant
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