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Reviewed by Counsel and Acceptable as to Legal Form --Sheppard Mullin under the law, either common, constitutional, statutory, administrative, regulatory, or other, of any jurisdiction), whether known or unknown, suspected or unsuspected, which any Party may ever have had, may now have, or may hereafter acquire against the other Party arising out of or relating to the State Street Lease (the "Released Claims"). 8. Waiver of Unknown Claims. With respect to the Released Claims, this Termination Agreement is intended to and does apply with respect to all facts, acts and omissions, whether known or not known. After having first obtained advice from counsel and having had the legal effect of California Civil Code § 1542 explained to them by their own counsel, the Parties do hereby knowingly, intentionally, and expressly waive all benefits and protections with respect to the Released Claims under California Civil Code § 1542, as well as under any other statutes, legal decisions, or common law principles of similar effect. Section 1542 of the California Civil Code states: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR. The Parties acknowledge that they may later discover facts in addition to or different from those they now believe to be true concerning the Released Claims and this Termination Agreement, and that notwithstanding such new or different facts, the releases contained in this Termination Agreement shall remain effective. The Parties acknowledge and agree that this waiver is an essential and material term of this Termination Agreement, without which the consideration given in this Termination Agreement would not have been given. 9. Tenant Representations. Tenant represents and warrants that to the best of its knowledge (a) Tenant is the rightful owner of all of Tenant's interest in the State Street Lease; (b) Tenant has not made any disposition, assignment, sublease, or conveyance of the State Street Lease or Tenant's interest therein; (c) Tenant has no knowledge of any fact or circumstance which would give rise to any claim, demand, obligation, liability, action or cause of action arising out of or in connection with Tenant's occupancy of the State Street Building; and (d) there are no outstanding contracts for the supply of labor or material and no work has been done or is being done in, to or about the State Street Building which has not been fully paid for. The foregoing representation and warranty shall be deemed to be remade by Tenant in full as of the Termination Date. 10. Landlord Representations. Landlord represents and warrants that to the best of its knowledge that: (a) as of the Effective Date, Landlord shall have good and marketable title to the State Street Property, and (b) Landlord has the full right and authority to execute and deliver this Termination Agreement and perfouii in accordance with the terms hereof. 11. Miscellaneous. The Parties further agree to the following provisions: 11.1. Performance; Further Acts. The Parties agree in good faith to perform such acts and to prepare, execute, and file all documents as are reasonably required to give full force and effect to this Termination Agreement. Citibank [FINAL REVIEW COPY] _4_ City of Redlands SMRH:4854-3459-0049.14 Lease Termination // 300 E. State St., Redlands, CA 102523 0100-092806