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10.3 Ownership of Fixtures and Personal Property. Manager acknowledges that City owns all fixtures and personal property situated on or about the Property and used in or necessary for the operation,maintenance and occupancy of the Property except for such items as are purchased by Manager out of its own funds and for which it is not reimbursed by City. 10.4 Assignment. This Agreement shall not be assignable by Manager without the express prior written consent of City,except that Manager may assign this Agreement without such consent to an affiliate of Manager pursuant to a merger or reorganization of its parent company,or any subsidiary of the parent or Manager. This Agreement shall be for the benefit of and shall be binding upon the heirs,successors and assigns of the parties hereto. 10.5 Severability. Each provision of this Agreement is intended to be severable. If any term or provision hereof or the application thereof to any entity or circumstance shall be determined by a court of competent jurisdiction to be illegal or unenforceable for any reason whatsoever, such term,provision or application thereof shall be severed from this Agreement and shall not affect the validity of the remainder of this Agreement or the application of such term or provision to any other entity or circumstance. 10.6 Costs of Suit. If City or Manager shall institute any action or proceeding against the other relating to this Agreement,the unsuccessful party shall reimburse the successful party for its disbursements incurred in connection therewith and for its reasonable attorneys'fees,as fixed by the court. 10.7 Waiver. No consent or waiver,express or implied,by either party to or of any breach or default by the other party in the performance of its obligations hereunder,shall be valid unless in writing. No such consent or waiver shall be deemed or construed to be a consent or waiver to or of any other breach or default in the performance by such other party of any other obligations of such party hereunder. The failure of any party to declare the other party in default shall not constitute a waiver by such party of its rights hereunder,irrespective of how long such failure continues. The granting of any consent or approval in any one instance by or on behalf of City shall not be construed to waive or limit the need for such consent in any other or subsequent instance. 10.8 Remedies Cumulative. No remedy herein contained or otherwise conferred upon or reserved to City shall be considered exclusive of any other remedy,but such remedy shall be cumulative and in addition to every other remedy given hereunder or now or hereafter existing at law,in equity or by statute. Every power and remedy given by this Agreement to City may be exercised from time to time and as often as occasion may arise or as may be deemed expedient. 10.9 Entire Agreement. This Agreement contains the entire agreement between the parties and supersedes all prior oral or written agreements,understandings, representations and covenants,to the extent that they are inconsistent with this Agreement. 10.10 Amendment. This Agreement may not be amended or modified except by an agreement in writing signed by the party against whom enforcement of such change or modification is sought. 10.11 Governing Law. This Agreement and the obligations of City and Manager shall be governed by,and construed and enforced in accordance with,the laws of the state where the Property is located. Page 7 of 8