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<br />Page | 60 <br />4894-6811-3695v.2 0017787-000542 <br />County, Agency and Tenant, and that County and Agency is not responsible in any way for the debts <br />of Tenant or any other Party. <br />19.25 Authorization. County, Agency and Tenant (each, a “signing party”) each represents <br />and warrants to the other that the person or persons signing this Lease on behalf of the signing party <br />has full authority to do so and that this Lease binds the signing party. Concurrently with the <br />execution of this Lease, the Tenant shall deliver to the Lessor a certified copy of a resolution of the <br />signing party’s board of directors or other governing board authorizing the execution of this Lease by <br />the signing party. <br />19.26 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 recor ded 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 County Recorder <br />on the Effective Date of this Lease has occurred. Tenant shall be responsible for the payment of all <br />charges imposed in connection with the recordation of the Memorandum, including, without <br />limitation, any documentary transfer tax imposed in connection with this transact ion and all <br />recording fees and charges. <br />19.27 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 A-1: Rendering 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 />19.28 Consent/Duty to Act Reasonably. Except as otherwise expressly provided herein, <br />whenever this Lease grants County, Agency and/or Tenant the right to take any action, grant any <br />approval or consent, or exercise any discretion, County, Agency and/or Tenant shall act reasonably <br />and in good faith and take no action which might result in the frustration of the other Party’s <br />reasonable expectations concerning the benefits to be enjoyed under this Lease. <br />19.29 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 />same agreement. Original executed pages may be assembled together into one fully executed <br />document. <br /> <br />19.30. No Merger. The interests created by this Lease shall not be extinguished by merger <br />of any or all of the ownership interests the Premises or the Improvements in one person or entity. <br /> <br />19.31 Cooperation of County and Agency. County and Agency hereby agree that (a) <br />Agency staff shall be responsible for administering the operation of the Project to insure it is being <br />used in conformance with this Lease, and (b) Agency staff shall serve as administrator of the Lease <br />with the Tenant and coordinate with the County as necessary. County and Agency hereby agree to <br />EXHIBIT 15