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EXHIBIT 1
<br />4. Release byTaxing Agene_y. Except for the obligations imposed under this
<br />Agreement, the Taxing Agency, on behalf of itself, its predecessors, successors, assigns, agents,
<br />relatives, heirs, beneficiaries, affiliates, attorneys, insurers and all others claiming by and through
<br />the Taxing Agency, does hereby release, discharge and covenant not to sue the Successor
<br />Agency and the City, as well as their council members, board members, staff, officers, directors,
<br />partners, employees, shareholders, members, managers, subsidiaries, parent and related
<br />corporations or entities, agents, representatives, attorneys, successors, assigns, heirs, relatives,
<br />descendants, administrators, executors, beneficiaries, trustees, insurers and predecessors and
<br />successors -in- interest, from and for all actions, claims, charges, liabilities, obligations, benefits,
<br />compensation, damages, fees, expenses, or suits of any kind whatsoever, known or unknown,
<br />which the Taxing Agency now has, or may ever have had, arising out of or relating to the
<br />Payments, the Tax Sharing Payments and/or the Taxing Agency Allegations.
<br />A. Full Defense, The provisions of this Section 4 may be pleaded as a full
<br />and complete defense to, and may be used as the basis for any injunction against, any action,
<br />suit, or other proceeding that may be instituted, prosecuted, or attempted in breach of this
<br />Section 4.
<br />B. Civil Code Section 1542. The Taxing Agency acknowledges and
<br />understands that the matters released herein may involve facts and circumstances currently
<br />unknown to the Taxing Agency, but nevertheless the Taxing Agency intends that the releases
<br />provided herein shall be general releases, and that they shall effectively release all actions,
<br />claims, charges, liabilities, obligations, benefits, compensation, damages, fees or suits of any
<br />kind whatsoever in connection with, arising out of or relating to the Payments, the Tax Sharing
<br />Payments and /or the Taxing Agency Allegations, even if they involve unknown facts and
<br />circumstances. The Taxing Agency hereby acknowledges that it has been fully advised of Hie
<br />contents of Section 1542 of the Civil Code of the State of California, which reads as follows:
<br />Section 1542. (General Release; extent.) A general release does not
<br />extend to claims which the creditor does not know or suspect to exist
<br />in his or her favor at the time of executing the release, which if
<br />known by him or her must have materially affected his or her
<br />settlement with the debtor.
<br />The Taxing Agency hereby expressly waives and relinquishes any and all rights
<br />and benefits under Civil Code Section 1542 and any law or legal principle of similar effect in any
<br />jurisdiction with respect to the releases granted in this Section 5.
<br />Taxing Agency
<br />Initials
<br />5. Indemnification by Taxing Agency, Taxing Agency hereby agrees to indemnify
<br />and hold harmless Successor Agency, City and their respective affiliates, officers, directors,
<br />agents, servants, employees, contractors and subcontractors and the employees of any of the
<br />foregoing (each, "Indemnitees "), from and against any and all liabilities, claims, losses, fines,
<br />damages, costs and expenses (including costs and expenses of defense), which are caused in
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