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12� If you lease the Property to anyone during the Term or Post -Term, you agree to pay CBRE a lease
<br />commission inaccordance with Exhibit A.
<br />13. The Listing Team are your designated agents tothe exclusion ofall ofCBRE'sother licensees. All
<br />other CBRE licensees shall be referred to as "Non -Listing Team Agents" and shall be considered
<br />Cooperating Brokers. You acknowledge that we are an international brokerage firm and that we
<br />may represent prospective purchasers. You consent tothe representation ofsuch prospective
<br />purchasers by Non -Listing Team Agents and consent to any dual agency created by suoh
<br />representation, You acknowledge that Non -Listing Team Agents owe duties of trust, confidence
<br />and loyalty exclusively totheir clients, The Listing Team and Non -Listing Team Agents shall not
<br />disclose the confidential information ofone principal tothe other.
<br />14. Questions regarding environmental and zoning issues may arise during the course of our
<br />representation. CBRE is not obligated to porfonn, and has not made any investigation of the
<br />physical conditions or zoning issues relating to the Property. You agree to disclose to us and allow
<br />ustodisclose toprospective purchasers everything you know (after reasonable inquiry byyou)
<br />regarding present and future property issues inu|uding, but not limited to, structural, meohanica|,
<br />hazardous materials, zoning and environmental matters affecting the Property and/or the Property's
<br />condition.
<br />15. If the Property becomes the subject of foreclosure proceedings before the expiration of the Term,
<br />then in our sole and absolute discretion we may: (a) suspend this Agreement until we may elect to
<br />reinstate it or (b) terminate this Agreement and enter into m listing agreement with any receiver,
<br />party initiating foreclosure, party purchasing the Property at a foreclosure oa|a' or any other third
<br />party.
<br />18. VVhi|o we are confident that our relationship will be mutually satisfactory, if there is e dispute
<br />between us, then we agree to resolve it Subject to the following:
<br />(a) if either party institutes a legal proceeding against the other party relating to this Agreement,
<br />the prevailing party shall recover from the non -prevailing party all of its (i) reasonable
<br />attorneys' fees and costs, (ii) expert -related fees and costs and (iii) other related expenses.
<br />All post due amounts shall bear interest at twelve percent (12%) per onnum or the
<br />maximum rote permitted in the state in which the Property is located. No party will be
<br />entitled to punitive, special and/or consequential damages, and we each waive all rights to
<br />and claims for relief other than for compensatory damages; and
<br />(b) WHERE PERMITTED BYLAW, VVEEACH KNOWINGLY AGREE TOWAIVE ANY AND
<br />ALL RIGHTS TOHAVE ADISPUTE ONANY MATTER RELATING TO, DRARISING
<br />FROM THIS AGREEMENT DETERMINED BY4JURY.
<br />17. You and CBRE agree to comply with all applicable lawa, neguladkona, oodae, ordinances and
<br />administrative orders. Further, we both acknowledge that: (a) it is illegal to refuse to display or lease
<br />orsell toorfrom any person because ofone's membership inaprotected class, e.g.:race, color,
<br />re|igion, national origin, aex, anceotry, ege, marital ntatuo, physical or monbs| handioap, familial
<br />status or any other o|aao protected by applicable law and (b) the Property will be offered in
<br />compliance with all applicable anti-discrim i nation laws.
<br />18. This Agreement isour entire agreement and supersedes all prior understandings between us
<br />regarding this engagement and is governed by the laws of the state where the Property is located,
<br />without regard to its conflict of laws principles. This Agreement will be binding and inure to the
<br />benefit ofour lawful napreoenhaiwas, heira, auooeoaoru, designees and assignees, It may not be
<br />altered or terminated except in a writing signed by both you and CBRE. Neither porty's failure to
<br />exercise any of its rights under this Agreement will relieve the other party of its obligations
<br />hereunder. Nothing herein is or may be deemed a waiver or full statement of any of our rights or
<br />n*mediea, whether at law or in equhy, all of which are expressly reserved, If any provision of this
<br />Agreement is unenforceable or void under applicable law, the remaining provisions will continue to
<br />be binding. This Agreement and the /ights, interests or obligations created hereunder will not be
<br />assigned by either of the parties without the prior written consent of the other party, We each agree
<br />that we have both participated in the negotiation and drafting of this Agreement. You acknowledge
<br />that the person signing this Agreement on your behalf has your full authority to execute it. This
<br />a.\ComoomEcvn"m/cDevelopment o~.unn\pmverties\Cons\C""^ra=,on1one"/e°xusti"nAgreement City ofRamsey rs1eClean u"cx
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