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obligations of the Parties under this Agreement, each party hereto hereby waives and releases any
<br />and all other claims, demands, rights, covenants, causes of action, damages, and liabilities which
<br />they may now own or hold, or may in the future own or hold, against each other Party hereto,
<br />arising out of or relating to acts, failure to act or any breach or default under the Operating
<br />Agreement on or prior to the Effective Date. Each Party acknowledges and agrees that it is familiar
<br />with and understands and has been counseled by its attorneys regarding the provisions of
<br />California Civil Code Section 1542, which provides as follows:
<br />"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS
<br />THAT THE CREDITOR OR RELEASING PARTY DOES NOT
<br />KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT
<br />THE TIME OF EXECUTING THE RELEASE AND THAT, IF
<br />KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY
<br />AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR
<br />OR RELEASED PARTY."
<br />Each Party, being aware of said Code Section, hereby expressly waives any rights it may have
<br />thereunder, as well as any other statute or common law principle of similar effect as may relate to
<br />this Waiver and Release.
<br />�L
<br />IF's Initials nitials
<br />6. INDEMNIFICATION
<br />Except as may otherwise be set forth herein, City shall indemnify, defend and hold IF
<br />harmless from and against any and all demands, claims, actions, losses, damages, liabilities,
<br />litigation and costs and expenses thereof including, without limitation reasonable attorneys' fees
<br />and disbursements of any kind and nature whatsoever (collectively, "IF Claims"), which may be
<br />imposed on, asserted against or otherwise incurred by IF by or on behalf of any person or entity
<br />whatsoever due to or arising from the failure or alleged failure of City, to undertake, perform, pay,
<br />discharge or observe any covenants, terms and conditions which first arise or accrue from and after
<br />the Effective Date. Except as may otherwise be set forth herein, IF shall indemnify, defend and
<br />hold City harmless from and against any and all demands, claims, actions, losses, damages,
<br />liabilities, litigation and costs and expenses thereof including, without limitation, reasonable
<br />attorneys' fees and disbursements of any kind and nature whatsoever (collectively, "City Claims"),
<br />which may be imposed on, asserted against or otherwise incurred by City by or on behalf of any
<br />person or entity whatsoever due to or arising from the failure or alleged failure of IF to undertake,
<br />perform, pay, discharge or observe any covenants, terms and conditions which first arose or
<br />accrued prior to the Effective Date. This Section is not intended to supersede, modify or limit any
<br />indemnification obligations of the Parties under the Assignment Agreement.
<br />7. EXCLUSIVITY AND AMENDMENT
<br />This Termination Agreement constitutes the entire agreement between IF and the City
<br />concerning this subject matter and fully replaces all prior negotiations, proposed agreements, or
<br />agreements, written, oral, or implied, between IF and the City. This Termination Agreement can
<br />be modified only by another written document signed by IF and the City. This Section is not
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