73-18 Exhibit - Authorizing License Agreement for Parking on 471 Pleasant Valley Way.pdf

residents to park standard passenger vehicles in the Parking Areas during the time periods permitted by the Limited Use. 10. This License and the term and estate hereby granted are subject and subordinate to the lien of each mortgage which now or at any time hereafter affects all or any portion of the Property or Licensor’s interest therein and to all ground or master leases which now or at any time hereafter affect all or any portion of the Property (any such mortgage or ground lease being referred to herein as an “Underlying Encumbrance”). The subordination of this License and the term and estate hereby granted to an Underlying Encumbrance will be self-operative and no further instrument will be required to effect any such subordination; provided, however, that, upon not less than ten (10) days’ prior notice by Licensor, Licensee shall execute, acknowledge and deliver to Licensor any and all reasonable instruments that may be necessary or proper to effect such subordination or to confirm or evidence the same. 11. Licensee agrees and acknowledges that Licensee’s and Licensee’s invitees’ rights hereunder to occupy the Parking Areas is pursuant to this License and that no landlord-tenant relationship and no tenancy, leasehold or estate rights on the part of Licensee in the Parking Areas shall at any time be construed to arise, exist or to have been created by the execution and delivery of this License. Licensee hereby expressly acknowledges (i) that it has no interest or estate in the Parking Areas, (ii) that the provisions of this License, including the benefits and burdens, do not run with the land, and (iii) that this License shall not be deemed coupled with an interest under any circumstances. 12. Notwithstanding anything contained in this License to the contrary, it is specifically understood and agreed that Licensee, and any persons claiming by, through or under Licensee, shall look solely to the equity of Licensor in the Property for the satisfaction of Licensee’s and such person’s remedies and claims for damages or otherwise arising out of or in connection with the terms, covenants, conditions and provisions of this License, and that Licensor’s liability shall be limited to such equity interest. Further, nothing herein shall permit Licensee or any other person or entity to bring an action against any partner

this License, and that Licensor’s liability shall be limited to such equity interest. Further, nothing herein shall permit Licensee or any other person or entity to bring an action against any partner (disclosed or undisclosed) in Licensor, or any of the Licensor Parties, nor shall any of them be liable or accountable for any damages, costs, expenses or liabilities arising, directly or indirectly, out of this License, and Licensee hereby waives the right to bring any such proceeding or cause of action. 13. All notices and other communications hereunder shall be in writing and shall be deemed to have been given when received if delivered by messenger or sent by overnight mail, or on the third (3rd) business day following the date when sent by first class, registered or certified mail, postage prepaid, addressed, or upon transmission if sent by facsimile transmission with confirmed receipt, (a) if to Licensee, at the address specified above, or at such other address as Licensee shall have furnished to Licensor in writing; or (b) if to Licensor, at the address specified above, Attention: General Counsel, or at such other address as Licensor shall have furnished to Licensee in writing. 14. Licensee represents and warrants to Licensor that Licensee has not had any dealings or entered into any agreements with any person, entity, realtor, broker, agent or finder in connection with the negotiation of this License. Licensee shall indemnify and hold harmless 5 53271403.v2