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������21� <br />Property with respect to the subject matter hereof and supersedes any other <br />agreement between the parties relating to the transactions contemplated. None <br />of the prior and contemporaneous negotiations, preliminary drafts, or prior <br />versions of this Agreement leading up to its signing and not set forth in this <br />Agreement shall be used by any of the parties to construe or affect the validity <br />of this Agreement. Each party acknowledges that no representa.tion, <br />inducement or condition not set forth in this Agreement has been made or <br />relied upon by either parl.y. <br />5. 8urvey. Grantee, at Grantee's sole expense, shall have the right to <br />obtain a survey of the Parking Lot to better define and delineate the exact <br />boundaries and dimensions of the Parking Lot. The parties agree that if <br />Grantee obtains said survey, and provided that all owners of the Grantor <br />Property and the Grantee Property agree that it accurately describes the <br />Parking Lot, the parties shall execute and record an amendment (preparation <br />of which shall be at Grantee's sole expense) to this Agreement which will <br />replace the current Exhibit "A" to this Agreement with the survey and the legal <br />description on said survey, or otherwise incorporate said survey as part of this <br />Agreement. <br />6. Iademaificatioa. Each Part.y shall defend and indemnify the other <br />party, and its successors, assigns, shareholders, directors, officers, agents and <br />employees against, and hold them harmless from, any and all loss, liability or <br />damages, including without limitation reasonable attorney's fees, arising as a <br />result of (a) that party's use of the Parking Lot and exercise of its rights under <br />this Agreement and the Parking Easement; (b) breach of this Agreement; and <br />(c) the negligent or intentional acts of such party and its agents and employees. <br />7. Constructioa Lieas. In the event any construction lien is filed against <br />Grantor's Property in connection with any work perfonned by the owners or <br />occupants of Grantee's Property, Grantee shall promptly take such action as is <br />necessary to have the lien discharged of record. <br />8. Terminatioa. Grantee shall have the right to terminate this Agreement <br />with respect to the Parking Lot or any portion thereof at any time by providing <br />written notice of said termination to Grantor; provided, however, that Grantee's <br />indemnification obligations for events occurring prior to the termination date <br />shall remain binding and effective; and further provided, that Grantee shall <br />ha�e performed such maintenance, repair or replacement obligations that may <br />be owing, as of the termination date, in connection with the Parking Area in <br />accordance with Section 2.a hereof; and further provided, that Grantee shall be <br />required to file (at its sole expense) such documentation with the Hall County <br />Register of Deeds effectuating such termination. <br />9. Ameadmeats. This Agreement shall not be amended or modified in any <br />manner without written consent of the owners of the Grantor Property and the <br />4415784_6.DOC -3- <br />