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6.3. Amendments. Except as otherwise herein provided, any and all amendments, <br />additions or deletions to this Agreement shall be null and void unless approved by Owner and <br />Manager in writing. <br /> <br /> 6.4. Headings. All headings herein are inserted only for convenience and ease of <br />reference and are not to be considered in the construction or interpretation of any provision of <br />this Agreement. <br /> <br /> 6.5. Representations. Manager represents and warrants that it is fuIly qualified and <br />licensed, to the extent required by law, to manage real estate and perform all obligations <br />assumed by Manager hereunder. Owner represents and warrants to Manager that it has full <br />right and authority to enter into this Agreement with Manager with respect to each Property <br />listed on Exhibit A hereto. <br /> <br /> 6.6. Attorneys Fees: Costs. In the event of litigation, arising out of a breach or alleged <br />breach of this Agreement by either Owner or Manager, the 'prevailing party (i.e., the party <br />whose position is substantially upheld) shall be entitled to reimbursement for all costs incurred <br />in connection therewith, including reasonable attorney's fees. <br /> <br /> 6.7. Applicable Law. This Agreement shall be construed, as to each Property, in <br />accordance with and governed in all respects by the laws of the state where such Property is <br />located. If any provision of this Agreement shall be prohibited or held invalid under such law, <br />such provision shall be ineffective only to the extent of such prohibition or invalidity, without <br />invalidating the remainder of such provision or any other provisions of this Agreement. <br /> <br /> 6.8. Complete Agreement. This Agreement and the Exhibits attached hereto and <br />made a part hereof, supersedes and takes the place of any and all previous management <br />agreements entered into between the parties hereto relating to the Properties covered by this <br />Agreement, and constitutes the entire agreement between the parties. <br /> <br /> IN WITNESS WHEREOF, the Parties hereto have executed this Agreement and have <br />affixed their seals hereunto. <br /> <br />OWNER: MANAGER: <br /> <br />City of Ramsey <br /> <br />Premier Commercial Properties, Inc. <br /> <br />By: By: <br /> <br />Its: Its: <br /> <br />Date: Date: <br /> <br />-374- <br /> <br />-9- <br /> <br /> <br />