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amount of $22,691.57 which includes monthly rent, delinquent rent fees, and utility charges
<br /> ( "Delinquent Rent "), as more particularly shown on the Delinquent Accounting Worksheet
<br /> attached hereto as Exhibit A ( "Worksheet ").
<br /> b. As of the Effective Date, Lessee owes City delinquent license fees in the
<br /> amount of $2,369.88 ( "Delinquent License Fees "), as more particularly shown on the
<br /> Delinquent Accounting Worksheet attached hereto as Exhibit A ( "Worksheet ").
<br /> 3. Representation and Warranties by Lessee. Lessee acknowledges, agrees,
<br /> represents and warrants to Agency and City that (a) as of the Effective Date, Lessee owes City
<br /> the Delinquent Rent and Agency Delinquent License Fees, as shown on the Worksheet;
<br /> (b) Lessee has not made any disposition, assignment, sublease, pledge, or conveyance of the
<br /> Lease or License or Lessee's interest therein; (c) Lessee is duly organized, validly existing, and
<br /> in good standing under California law; (d) this Termination, when executed by Lessee, Agency
<br /> and City will be the valid and binding obligation of Lessee, Agency and City enforceable in
<br /> accordance with its terms; (e) Lessee has no claims, causes of action, defenses, counterclaims, or
<br /> rights of setoff to or against Agency or Agency's enforcement of any rights or remedies under the
<br /> Lease, including without limitation, in connection with Lessee's failure to timely pay the
<br /> Delinquent Rent; (f) Lessee has no claims, causes of action, defenses, counterclaims, or rights of
<br /> setoff to or against City or City's enforcement of any rights or remedies under the License,
<br /> including without limitation, in connection with Lessee's failure to timely pay the Delinquent
<br /> Licensee Fees; (g) there are no outstanding contracts for the supply of labor or material and no
<br /> work has been done or is being done in, to or about the Premises which has not been fully paid
<br /> for and for which appropriate waivers of mechanic liens have not been obtained; and (h) Lessee
<br /> is the sole and rightful owner of all right, title, and interest in each of the Fixtures (as defined
<br /> below), has not made any disposition, assignment, pledge, sublease, or conveyance of any of the
<br /> Fixtures; and no other person or entity has an interest in any of the Fixtures. All of the foregoing
<br /> representations and warranties shall survive the termination of the Lease and License.
<br /> 4. Lease and License Termination. Subject to Agency's retention of the Security
<br /> Deposit as provided in paragraph 5 below, and Lessee's surrender of the Lease Area as provided
<br /> in paragraph 6 below, City, Agency and Lessee hereby agree that the Lease and License shall
<br /> terminate as of 11:59 PM PST on July 14, 2011 ( "Termination Date ") and thereafter the Lease
<br /> shall be of no further force or effect as if the terms of the Lease and License had fully expired.
<br /> 5. Settlement of Lessee's Obligations; Conditional Forgiveness of Delinquent Rent
<br /> and Delinquent License Fees. Notwithstanding paragraph 2 above, as full and final accord and
<br /> satisfaction of Lessee's Remaining Obligations, Agency shall retain the entire $1,500.00 security
<br /> deposit funds (including any interest accrued thereon) held by Agency under the Lease
<br /> ( "Security Deposit "), and thereafter and notwithstanding any other provision of the Lease to the
<br /> contrary, Agency shall have no obligation to hold or return any Security Deposit funds to Lessee.
<br /> Agency, City and Lessee acknowledge and agree that Agency's and City's willingness to accept
<br /> the Security Deposit as a full and final accord and satisfaction of Lessee's Obligations and to
<br /> forgive the Delinquent Rent and Delinquent License Fees is contingent upon Lessee timely
<br /> surrendering the Lease Area as provided in paragraph 6, below. Lessee agrees that if it fails to
<br /> timely surrender the Lease Area, Lessee shall be obligated to pay Agency the full amount of
<br /> ATTY /AGR/2011.053
<br /> 062111
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