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0) Limitations. Except as otherwise expressly provided herein, this LEASE is made by CITY without representation or warranty of any kind, either express or implied, as to the condition of the Grand Theater, its merchantability, its condition or its fitness for PROJECT's intended use or for any particular purpose. 11.2. PROJECT's_Reoresentations Warranties„and Special„Covenants. (a) Existence. PROJECT is duly organized and validly existing under the laws of, and is authorized to do business in, the State of Texas. (b) PROJECT covenants and agrees it is an independent Project and not an officer, agent, servant or employee of CITY; that PROJECT shall have exclusive right and authority to control services to be performed hereunder and all persons performing same, and shall be responsible for the acts and omissions of its officers, agents, employees, contractors, subcontractors, and consultants; and that nothing contained herein shall be construed as creating a partnership or joint enterprise between PROJECT and CITY for the purpose of this Agreement and shall, in no manner, incur expense or liability on behalf of CITY. (c) Authori„l. PROJECT has all requisite power and authority to own its property, operate its business, enter into this LEASE and consummate the transactions herein contemplated, and by proper action has duly authorized the execution and delivery of this LEASE and the consummation of the transactions herein contemplated. (d) Din din&Obligation. This LEASE is a valid and binding obligation of PROJECT and is enforceable against PROJECT in accordance with its terms. (e) Consents. No permission, approval or consent by third parties or any other governmental authorities is required in order for PROJECT to enter into this LEASE, make the agreements herein contained, or perform the obligations of PROJECT hereunder other than those which have been obtained. (f) As -Is. Except as provided for above, PROJECT accepts the leasehold interest in the Theater granted by this LEASE on an "as -is” basis with all faults. (g)No Iran, . . Pursuant to Texas Senate Bill 17 (Eff. No Connections to China i or NorthKorea. Date 9/1/2025), Project warrants that neither it nor any member of its board of directors have ties to the governments of China, Russia, Iran, or North Korea, nor to any company or corporation, or to any citizens of those countries. ARTICLE 12. Miscellaneous 12.1. Inspection. PROJECT shall permit CITY and its agents, upon no less than twenty-four (24) hours' prior notice, to enter into and upon the Leased Premises during normal business hours for the purpose of inspecting the same on the condition that PROJECT's and PROJECT's tenants' and invitees' quiet 13