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<br />TO PROPERTY OWNER: <br /> <br />MR. MICHAEL HARRAH <br />SANTORAPARTNERSLLC <br />1200 NORTH MAIN STREET, SUITE 900 <br />SANTA ANA, CA 92701-3640 <br /> <br />TO ARCHITECTURAL F A~ADE EASEMENT OWNER: <br /> <br />HE~TAGEORANGECOUNTY,INC <br />515 NORTH MAIN STREET, SUITE 208 <br />SANTA ANA, CA 92701 <br /> <br />6. GOVERNING LAW <br /> <br />This Agreement shall be governed by and construed in accordance with the laws of the State <br />of California. <br /> <br />7. ENTIRE AGREEMENT <br /> <br />This Agreement supersedes any and all other agreements either oral or in writing between <br />the parties hereto with respect to the terms set forth in this Agreement and contains all the <br />covenants and agreements between the parties with respect thereto. Each party to this Agreement <br />acknowledges that no representation, inducements, promises or agreements, orally or otherwise, <br />have been made by any party, or anyone acting on behalf of any party, with respect to such <br />services, which are not embodied herein, and that no amendment hereto shall be effective unless <br />set forth in writing, approved by the Property Owner, Architectural Fa<(ade Easement Owner and <br />City. <br /> <br />8. BINDING EFFECT <br /> <br />The Agreement contained herein shall be construed to run with the land, and as such, this <br />Agreement shall inure to the benefit of and be binding upon the successors, representatives and <br />assigns of the parties hereto; provided however, no assignment hereof by City shall be binding <br />upon Property Owner without the prior written consent of Property Owner in each instance, and <br />at the option of Property Owner, this Agreement shall be forfeited by any such voluntary <br />assignment or by any assignment thereof by operation oflaw. <br /> <br />Page 3 of5 <br />