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<br />ASSIGNMENT OF LEASE AND LEASE TERMINATION AGREEMENT
<br />4-2020-131-01A
<br />This ASSIGNMENT OF LEASE AND LEASE TERMINATION AGREEMENT ("Agreement"), dated as of March _, 2021, is entered
<br />into by and between DYER 18, LLC, a Delaware limited liability company ("Lessor" or"Dyer'), THE ILLUMINATION FOUNDATION, a California
<br />Nonprofit Public Benefit Corporation ("Lessee" or "IF" or "Assignor") and the CITY OF SANTA ANA ("City" or "Assigneel. This Agreement
<br />shall become effective when it has been fully signed and delivered by Lessor, Lessee and City, and the date it becomes effective is referred to
<br />in this Agreement as the "Effective Date."
<br />RECITALS
<br />A. Pursuant to that certain Lease dated as of July 13, 2020, by and between Lessor, and Lessee (the "Lease"), Lessor
<br />currently leases to Lessee, and Lessee currently leases from Lessor, certain premises ("Premises"), consisting of an approximately 29,503
<br />square foot residential building ("Building") and related improvements commonly known as 1815 East Carnegie Avenue, Santa Ana, California,
<br />all as more particularly described in the Lease. Pursuant to the Lease, Lessee was to construct and operate a homeless navigation and
<br />recuperative care center ("IF Shelter") at the Premises on behalf of the City of Santa Ana ("City'),
<br />B. The Original Term of the Lease is scheduled to expire by its terms on July 12, 2035 ("Expiration Date").
<br />C. The City has guaranteed certain obligations of Lessee under the Lease pursuant to that certain Guaranty of Lease, dated
<br />as of July 14, 2020, City Agreement No. A-2020-131.01 ("Lease Guaranty').
<br />D. As a result of various disputes between the City and Lessee with respect to the construction of the IF Shelter, the City has
<br />requested that the Lease be terminated so that the City can enter into a new direct lease with Lessor to have a different kind of shelter ("City
<br />Shelter") constructed and operated on the Premises. Lessee has agreed with the City to terminate the Lease to allow City to enter into a lease
<br />direcllywith Lessor (such new lease between the City, as lessee, and lessor, as lessor, for the Premises, being herein the'New Lease"). Lessor
<br />is willing to terminate the Lease and to enter into the New Lease with the City.
<br />F. Certain construction timesensitivifies regarding the completion of the City Shelter have now arisen such that the termination
<br />of the Lease and the entering of the New Lease is paramount and time sensitive. However, City procedures for entering into th a New Lease
<br />prevent the concurrent termination of the Lease and execution of the New Lease, but will permit a concurrent assignment of the Lease from
<br />Lessee to the City herewith and a subsequent entering into of the New Lease. As such, the parties have now agreed to an assignment of the
<br />Lease effective as of the Effective Date and a subsequent termination of the Lease upon the City's entering into the New Leas e, subject to the
<br />terms and conditions set forth in this Agreement
<br />Lease. H. All capitalized terms not otherwise defined in this Agreement shall have the same meanings assigned to such terms in the
<br />NOW, THEREFORE, in consideration of the foregoing recitals, the terms and mutual covenants contained herein, and for other goad
<br />and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Lessor and Lessee hereby agree as follows:
<br />AGREEMENT
<br />1. Assionment and Assumption of Lease. Assignor hereby assigns and transfers to Assignee, effective as of the Effective
<br />Date (a) all of Assignor's right title and interest in, to and under the Lease, including without limitation, Assignors interest in the Security Deposit,
<br />held by Lessor under the Lease, together with all present and future rights, benefits and claims arising therefrom and together with all of the
<br />rights, privileges and appurtenances with respect to the leasehold estates created thereby, and (b) all of Assignor's right title and interest in and
<br />to any leasehold improvements located in, on or about the Premises, and (c) all rights to any remedies available to Assignor under the Lease. all
<br />upon all of the terms and conditions herein set forth, to have and to hold all of the same unto Assignee. Assignee hereby accepts the foregoing
<br />assignment and expressly assumes and agrees, effective as of the Effective Date, to fully and punctually pay, perform and observe all of the
<br />terms, covenants, conditions and obligations of the Lease required to be paid, performed and observed on the pad of "Lessee" under the Lease.
<br />In accordance with Assignee accepting assignment of the Lease, the Lease Guaranty shall be concurrently terminated on the Effective Date.
<br />2. Indemnifications. Except as may otherwise be set forth herein, Assignee shall indemnify, defend and hold Assignor
<br />harmless from and against any and all demands, claims, actions, losses, damages, liabilities, litigation and costs and expenses thereof unk nown
<br />to the parties at this time, including, without limitation reasonable attorneys' fees and disbursements of any kind and nature whatsoever
<br />(collectively, "Assignor Claims'), which may be imposed on, asserted against or otherwise incurred by Assignor by or on behalf of any person
<br />or entity whatsoever due to or arising from the failure or alleged failure of Assignee, to undertake, perform, pay, discharge or observe any of the
<br />covenants, terms and conditions of the Lease. Except as may otherwise be set forth herein, Assignor shall indemnify, defend and hold Assignee
<br />harmless from and against any and all demands, claims, actions, losses, damages, liabilities, I figation and acts and expenses thereof unknown
<br />to the parties at this time, including, without limitation, reasonable attorneys' fees and disbursements of any kind and nature whatsoever
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