Agmt17 Redwood City Partners, LLC

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DocuSign Envelope ID: 30F6581A-0838-48D7-9473-0130DF8BA09F the Project resulting from the removal of such items to the condition existing prior to installation of such items, ordinary wear and tear excepted. 22. Miscellaneous. 22.1 No subsequent agreement between Licensee and Licensor shall be effective or binding unless it is made in writing and signed by both of the parties hereto. 22.2 This Agreement is made subject to all Laws now or hereafter in force, and shall not be modified, extended or terminated (other than as set forth, herein) except by an instrument duly signed by Licensor and Licensee. 22.3 In any action to enforce the terms of this Agreement, including any suit by Licensor for the recovery of rent or possession of the License Area, the losing parry shall pay the successful party a reasonable sum for attorneys' fees in such suit and such attorneys' fees shall be deemed to have accrued prior to the commencement of such action and shall be paid whether or not such action is prosecuted to judgment. 22A Licensee shall, at any time and from time to time, within thirty (30) days of a written request from Licensor, execute and deliver to Licensor an estoppel certificate certifying information reasonably requested by Licensor concerning the factual status of this Agreement, including, but not limited to the following: (i) that this Agreement is unmodified and in full force and effect (or, if modified, stating the nature of such modification and certifying that this Agreement, as modified, is in full force and effect); and (ii) acknowledging that there are not, to Licensee's knowledge, any uncured defaults on the part of Licensor hereunder, and no events or conditions then in existence which, with the passage of time or notice or both, would constitute a default on the part of Licensor hereunder, or specifying such defaults, events or conditions, if any are claimed. It is expressly understood and agreed that any such statement may be relied upon by any prospective purchaser or encumbrancer of all or any portion of the Project. Licensee's failure to deliver such statement within such time shall be a breach of this Agreement. 22.5 This Agreement sets forth the entire understanding of the parties and supersedes any and all prior and collateral representations, promises and conditions related to the subject matter described herein. Any representation, promise, or condition not incorporated herein shall not be binding upon either party. 22.6 Nothing contained in this Agreement shall be deemed to create a partnership or joint venture between the parties, who shall at all times be independent contractors. Except as expressly provided for herein, neither party shall be, or hold itself out to be, the agent of the other party and neither party shall have the authority to bind or commit the other party. Neither party shall be empowered to accept legal process on behalf of the other parts. Page 9 of 13 REV: 0427-17 PR ATTY/AGR.2017.088/Kilroy Realty