ILLUMINATION FOUNDATION & DYER 18, LLC (2)

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(collectively, "Assignee Claims"), which may be imposed on, asserted against or otherwise incurred by Assignee by or on behalf of any person or entity whatsoever due to or arising from the failure or alleged failure of Assignor to undertake, perform, pay, discharge or observe any of the covenants, terms and conditions of the Lease which first arose or accrued prior to the Effective Date. Without limiting the generality of the foregoing, Assignee acknowledges that Assignee is aware of Lessor's claims that (i) Assignor failed to obtain Lessor's consent to contractors working at the Promises, (if) Assignor failed to obtain Lessor's consent to plans and specifications for work of the Premises, and (111) Assignor has failed to post bonds to protect the Premises from mechanics' liens and claims of liens. 3. Waiver Mall. As used herein, "Lien Claims" means any liens, claims for labor or materials, demands, liabilities, costs and expenses arising from, or related in any manner, to any work, construction, Alterations, Maintenance, Repairs, Utility Installations and Trade Fixtures commenced, done or allowed by or on behalf of Lessee, by Turelk, Gensler and Trestle, or any other person or entity, prior to the Effective Date but excepting therefrom any such liens arising from any work done on the Premises by Lessor. Dyer 18 represents and warrants to IF and City that Dyer 18 has received, as of the date hereof, no preliminary notices (i.e., "20-day notices") for work on the Premises from any subcontractor or supplier other then Turelk, Gensler and Trestle. IF, City and Dyer 18 hereby expressly acknowledge and agree that It is their express intent to waive and release each other from and against all claims and liabilities relating to any work, construction, Alterations, Maintenance, Repairs, Utility Installations and Trade Fixtures commenced, done or allowed by or on behalf of lessee, and any other construction activities that may have occurred on the Premises, on or prior to the Effective Date, whether or not the some constitutes a Default or Breach under the lease, except for the Lien Claims. T'he Lien Claims shall remain the sole responsibility and liability of IF, IF agrees to pay all such Lien Claims as soon as reasonably possible. Notwithstanding the foregoing, Assignee acknowledges that Assignee remains liable to fund Assignor's payment of the Lien Claims upon review and approval pursuant to separate agreements between Assignor and Assignee and further, notwithstanding the termination of the Lease Guaranty as set forth above herein, Assignee hereby agrees to indemnify, defend and hold Dyer 18 harmless from and against any and all demands, claims, actions, losses, damages, liabilities, litigation and costs and expenses thereof unknown to the parties at this time, including, without limitation reasonable attorney fees, which may be imposed on, asserted against or otherwise incurred by Dyer 18 arising from any Hen Claims, which such indemnification shall survive any termination of the Lease as herein set forth. As such, except with respect to the Lien Claims (and as set forth In the previous sentence), each party hereto hereby waves and releases any and all other claims, demands, rights, covenerib, causes of action, damages, and liabilities which they may now own or hold, or may in the future own or hold, against each other Party hereto, arising out of or relating to acts, failure to act or any breach or default under the Lease on or prior to the Effective pate. Each Party acknowledges and agrees that it is familiar with and understands and has been counseled by its attorneys regarding the provisions of California Civil Code Section 1842, which provides as follows: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECTTO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY." Each Part, being aware of said Code Section, hereby expressly waive any rights it may have thereunder, as well as any other statute or common law principle yooffsimilar effect asmay relate, tothisWai Release. jDositials IF's Initials Ci is s 4. Eadv Terminagon of t gorse. City hereby agrees to maintain the Premises and perform under the Lease from and after the Effective Date, and that the Lease shall remain in full farce and effect, until such time as the New Lease is adopted and signed by the City and Lessor (the "New Lease Effective Date,), at which time, and notwithstanding anything to the contrary contained in the Lease. the Lease shall terminate as of the New Lease Effective Date (the "Lease Termination Date"). Upon the Effective Date of this Agreement, all rights and obligations of IF under the Lease shall cease. Upon the Lease Termination Date, all rights and obligations of Lessor and City under the Lease shall cease. Notwithstanding the foregoing or the following, nothing in (his Section 4 shall be deemed or construed in any manner whatsoever as an amendment or waiver of any rights or obligations of Lessee, City or Lessor under this Agreement with respect to any Lien Claims, indemnifications or waivers set forth elsewhere In this Agreement. . Notwithstanding anything to the contrary contained in the herein, City agrees to use its good faith diligent efforts to cause the Now Lease to be approved and executed as soon as possible; provided, however, that in the event that the New Lease is not so approved and executed, the Lease shall continue in full force and effect, City will reimburse Lessor for all costs incurred by Lessor in connection with any approved construction activity relating to the City Shelter, which such activity City hereby authorizes Lessor to commence and proceed with and City will reimburse lessor for all costs incurred by Lessor in connection with any approved construction activity relating to the City Shelter, which such activity City hereby authorizes Lessor to commence and proceed with, and in the event that the City Shelter Is not timely constructed, for all other costs and expenses incurred or to be incurred by Lessor in (a) removing or replacing any work so authorized, (b) returning the Premises to the condition it was in prior to the start of any construction activity by, for or on behalf of IF or City and to) in restoring the Premises and the building thereon to a habitable condition.