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Thus, Owner and its agents, successors and assigns, and any business, enterprise, or venture in which they are involved, may not invoke the benefits of Section 1542 or any Similar Provision in order to prosecute or assert in any manner the matters Released in Paragraph 25(a) or Paragraph 25(b) above. Section 1542 provides as follows: "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." Owner's Initials: (d) Indemnification. Owner acknowledges that Optionee is relying on Owner's representation and warranty that, other than the Existing Lease, Owner has not executed and is unaware of any other leases, tenancies, subleases, or occupancy agreements affecting the Property ( "Owner's Occupancy Representation "). In the event that Owner's Occupancy Representation is untrue, then without limiting Optionee's recourse for Owner's breach of Owner's Occupancy Representation, if such other tenants or occupants shall be entitled to Relocation Benefits, Owner shall have the sole and exclusive responsibility for providing all such Relocation Benefits and paying all relocation costs required to comply with all applicable federal and state laws, rules, and regulations and satisfying all Claims of such parties. In addition, Owner shall have the sole and exclusive responsibility for providing all Relocation Benefits to which the Tenant is entitled, and paying all the Tenant's relocation costs required to comply with all applicable federal and state laws, rules, and regulations, and otherwise satisfying all Claims of Tenant for such Relocation Benefits. Owner hereby agrees to indemnify, defend, protect and hold the Released Parties harmless from and against any Claims asserted against or sustained by the Released Parties arising from (i) the termination of the Existing Lease (including without limitation any Claims by the Tenant for Relocation Benefits and inverse condemnation), (ii) the termination of the New Lease in accordance with its terms (including without limitation any Claims by the Tenant for Relocation Benefits and inverse condemnation), and (iii) Owner's breach of the Owner's Occupancy Representation, including without limitation claims for Relocation Benefits and inverse condemnation. 26. Offer and Acceptance. Owner has executed and delivered this Agreement as of the Agreement Date. Owner's execution and delivery of this Agreement to Optionee constitutes an offer to Optionee on the terms and conditions set forth in this Agreement (the "Offer "). The Offer may be accepted only (a) following approval of the transactions contemplated by this Agreement by the City Council of The City of Redwood City and (b) by Optionee's execution of this Agreement in the signature block set forth below and the delivery of this Agreement to Owner. If Optionee does not accept the Offer by executing this Agreement and delivering it to Owner on or before October 20, 2010, Owner shall have the right to revoke the Offer by written notice to Optionee. [Remainder of this page intentionally left blank] Option Agreement 20 Chemical 10.05. 2010 v.5 27