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nevertheless hereby intends to release, discharge and acquit Lessor from any such unknown causes of
<br />action, claims, demands, debts, controversies, damages, costs, losses and expenses which might in any way
<br />be included. Lessor has given Lessee material concessions regarding this transaction in exchange for Lessee
<br />agreeing to the provisions of this Section. The releases set forth above are full and complete releases of all
<br />the persons and entities described above of and from any and all liability of any nature whatsoever for all
<br />damage, injury, loss, expense, including any consequential expense, loss or damage, whether the same are
<br />now known or unknown to the parties, expected or unexpected by said parties, and all rights under Section
<br />1542 of the California Civil Code are hereby waived and relinquished by Lessee. Lessee acknowledges and
<br />agrees that it is familiar with and understands and has been counseled by its attorneys regarding the provisions
<br />of California Civil Code Section 1542, which provides as follows:
<br />"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS
<br />THAT THE CREDITOR DOES NOT KNOW OR SUSPECT TO
<br />EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING
<br />THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST
<br />HAVE MATERIALLY AFT" HIS OR HER SETTLEMENT
<br />WITH THE DEBTOR." ))
<br />Lessee's Initials
<br />57, Assignment and Subletting. Lessee shall have no right to, and shall not, assign, sublet or
<br />otherwise transfer all or any portion of the Premises or its rights under and to this Lease without the prior
<br />written consent of Lessor, which such consent may be given or denied in Lessor's sole and absolute
<br />discretion. Any assignment, subletting or transfer without such consent shall be a non -curable Default and
<br />Breach hereunder, without any prior notice need being given.
<br />58. Third pay Beneficiary. Lessee expressly acknowledges and agrees that in connection with
<br />its entering into this Lease, it is also entering into one or more agreements (collectively, with any extension,
<br />renewal, amendment or replacement thereof, the "City Agreements") with the City of Santa Ana ("City")
<br />whereby the City is providing certain funding to Lessee to assist Lessee in complying with its obligations
<br />under this Lease. As such, and as part of the consideration of Lessor entering into this Lease with Lessee,
<br />Lessee expressly agrees that Lessor is a third party beneficiary of the rights of Lessee under the City
<br />Agreements, Lessee shall not amend, modify or terminate any City Agreement without the prior written
<br />consent of Lessor, and Lessor, at its option, upon any default by Lessee under this Lease, shall have the
<br />right to enforce any and all rights of Lessee, and to receive any and all benefits due Lessee, under the City
<br />Agreements, subject to the provisions of the City Agreements.
<br />59, Indemnity. Lessee shall indemnify, protect, defend (with counsel reasonably satisfactory
<br />to Lessor) and hold harmless Lessor and the Released Parties, from and against any and all claims, damages,
<br />costs and liabilities (collectively, "Claims") arising out of, involving, or in connection with, the use and/or
<br />occupancy of the Premises (and including, without limitation, the parking areas) by Lessee or any Lessee's
<br />employees, customers, patients, guests, invitees, directors, trustees, fiduciaries, representatives, agents,
<br />servants, subsidiaries, successors and assigns, and all persons, firms, corporations and organizations acting
<br />in their behalf of the Lessee (collectively, "Lessee Parties") or any act, omission or negligence of any
<br />Lessee and/or any of the Lessee Parties or any Default and/or Breach by Lessee of any covenants, terms
<br />and/or conditions set forth in this Lease, or under any City Agreement during the Term and including
<br />(without limitation) any claims brought or arising out of any civil tort or criminal activity, except to the
<br />extent that any such Claims are directly caused by the gross negligence or willful misconduct of Lessor or
<br />breach of this Lease by Lessor. if any action or proceeding is brought against Lessor by reason of any of
<br />the foregoing matters, Lessee shall upon notice defend the same at Lessee's sole cost and expense by
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