ILLUMINATION FOUNDATION & DYER 18, LLC (2)

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it to Lessee and City. Lessee shall not be bound by this Agreement unless and until Lessee has executed and delivered it to Lessor and City, City, shall not be bound by this Agreement unless and until City has executed and delivered it to Lessee and Lessor. Lessor, City and Lessee hereby waive any right it may have to require any provision of this Agreement to be construed against any party who drafted t he same. Time is of the essence of each and every provision of this Agreement. This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to choice of law principles. This Agreement will be binding upon and Inure to the benefit of Lessor, Lessee and City, and their respective successors and assigns. This Agreement, together with the Lease, and the New Lease, consfitutes the omhe agreementof the parties hereto with respectto thespecific subject matter hereof and supersedes and replaces any and all prior negotiations and agreements between the parties, whether written or oral, as well as any contemporaneous oral negotiators and agreements, other than the Lease as modified hereby. in the event of any conflict or inconsistency between the Lease, or the New Lease, as applicable, on the one hand, and this Agreement, on the other hand, this Agreement shall control. This Agreement may only be amended by a written agreement executed by all parties. Any waiver of any portion of this Agreement must be in writing executed by the waiving party. The Recitals set forth above are true and correct and are Incorporated herein by reference. Each party hereto agrees to perform any further acts that may be reasonably necessary, and agrees to reasonably cooperate with the other party, to effectuate the purpose of this Agreement Caption and section headings in this Agreement are for convenience of reference only, and shall not be used to limit, extend or interpret the meaning of any part of this Agreement. If any term or provision of this Agreement or the application thereof to any persons or circumstances shall, to any extent, be invalid or unenforceable, the remainder of this Agreement or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable shall not be affected thereby, and each term and provision of this Agreement shall be valid and enforced to the fullest extent permitted by law. Venue shall take place in the County in which the Premises is located. If legal action, arbitration or other legal proceeding is brought by any Party to enforce or interpret any of the provisions of this Agreement, the prevailing patty(s) shall be entitled to recover all costs and reasonable attorneys' fees incurred in connection therewith. This Agreement may be signed in counterparts such that signatures may appear on separate signature pages. Signatures to this Agreement created by the signer by electronic means and/or transmitted by email or other electronic transmission shall be valid and effective to bind the party so signing and/or transmitting, and copies of this signed Agreement shall be valid and effective to bind the sfgning parties and be treated as originals. In addition, counterpart signature pages maybe (but shall not be required to be) annexed to one Agreement. [Balance of page intentionally left blank— Signatures appear an following page]