MUTUAL AND GENERAL RELEASE AND SETTLEMENT AGREEMENT This Mutual and General Release and Settlement Agreement, which hereinafter shall be referred to as the "Agreement", is made and entered into by and among the Pasadena Waldorf School, a California nonprofit corporation, which shall hereinafter be referred to as the "School", Scripps Home, a California nonprofit corporation, herein- after referred to as the "Home", Takeo Yuge, Fumiko Yuge, hereinafter referred to sometimes as "the Yuges," and Takeo Yuge, Fumiko Yuge, Akemi Joyce Yuge, Miharu Cynthia Yuge, Carolyn Yuge and Misako Nadine Yuge Ishizu, hereinafter referred sometimes to collectively as the "Yuge Family". RECITALS: 1. The School has entered into a written agree- ment with the Home to purchase that certain real property known as Scripps Hall and located at 209 E. Mariposa Street, Altadena, California 91001, hereinafter referred to as the “Scripps Property.” 2. Takeo and Fumiko Yuge have since the 1930's been continuously living on the southern portion of the Scripps Property in a separate residence, have maintained a nursery adjacent thereto, and have cared for the entire prop-erty. Takeo and Fumiko Yuge desire to continue living on and caring for the Scripps Property for the rest of their Joint lifetimes so long as they are able to continue residing on the site, as hereinafter provided, 3. All of the parties hereto wish to settle the matters referred to above and to settle their claims and rights in and to the Scripps Property on the terms and condi- tions hereinafter set forth, NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter expressed, the parties hereto agree as follows: 1. The School agrees that the Yuges shall continue, as they have for over fifty years, to live on, utilize and care for the Scripps Property as hereinafter provided until the earlier of the following listed events to occur: a. The death of both Takeo and Fumiko Yuge. 3. Pith BEAST keo KEE runtko vage déeAky ¥BP-PIL longer living on the premises of the Scripps Property ona full time basis. For the purposes of this Agree- ment, "full time basis" will deem to continue so long as a period of no more than four months has passed when neither Takeo or Fumiko Yuge have been physically pre- sent and residing on the Scripps Property; provided, however, that even in the circumstance where both Takeo and Fumiko Yuge have not been physically present andresiding on the Scripps Property for longer than four months, they shall be deemed to be residing there on a “full time basis" if 1) the Yuge's attending physician licensed to practice medicine in the State of California certifies, within four months of his knowledge of their illness or misfortune that their said absence from the Scripps Property was due to illness or other misfortune and that one or both of Takeo and Fumiko Yuge will be in said doctor's opinion, able to return to the Scripps Property to physically reside there within one year from the beginning of said four month period of absence, and 2) in fact one or both of them do so return within said one year period; and provided further, however, that in all events, the School shall not take possession of the portion of the Scripps Property used by Takeo and Fumiko Yuge until one hundred eighty days after Takeo and Fumiko Yuge are deemed pursuant to this Agree- ment not to be residing on the Scripps Property on a full time basis which will be deemed the earlier of (1) the last day of a four month absence of the Yuges with- out their doctor's certificate described above, or (2) the date of receipt by the School of a certificate from the Yuge's doctor that in said doctor's opinion, neither Takeo nor Fumiko Yuge will be able to return to theScripps Property to physically reside there, or (3) the death of both Takeo and Fumiko Yuge. 2. During the period when Takeo and Fumiko Yuge are living on the Scripps Property on a full time basis, they shall be entitled to continue living in the residence at the southern end of the property, to continue growing commercially flowers and otherwise utilize the area they have been so using and retaining the profits from that nursery operation, and to continue to care for and maintain said property. 3. When Takeo and Fumiko Yuge are no longer physically present and residing on the Scripps Property on a full time basis as defined hereinabove, Takeo and Fumiko Yuge and the Yuge family shall have no further rights whatso- ever with regard to the Scripps Property except as specifi- cally provided herein, and the Yuge family collectively and individually hereby expressly agree that they have no such rights, whether by reason of inheritance, transfer, license, tenancy, employment, or otherwise. At such times as Takeo (and Fumiko Yuge are no longer residing on Scripps Property on a full time basis, all remaining improvements on the por- tion of the property used by them, other than moveable tangible personal property, shall remain the property of the School, and the Yuge Family shall have no further interest in such improvements whatsoever; except, however, the Yugesmay but shall not be obligated to remove all nursery plants, stock, greenhouses, nursery equipment, lathhouses and related items. 4, During the period when the Yuges are entitled to continue to reside and use the premises as provided herein, the School shall pay the entire water bill relating to the Scripps Property, and Takeo and Fumiko Yuge will continue to pay their own gas, electricity, telephone, rubbish disposal and other utility charges, and Takeo and Fumiko Yuge shall be solely responsible for the maintenance and upkeep of the portion of the property they are using during that period. 5. In the event that the real property taxes or other similar assessments on or attributable to the Scripps Property are for any taxing authority fiscal year commencing during the term of this Agreement, increased over the amount of such real property taxes or assessments on or attributable to the Scripps Property for the fiscal year for such taxing authorities beginning after March 1, 1987, the Yuges shall, for each such year, pay to the School, within ten days fol- lowing receipt by the Yuges of written request therefor from the School together with a copy of such tax bill or assess- ment, a sum equal to one half of said increase, but not to exceed $1,250 in the first year of such increase, and the Yuges shall only be responsible for their portion of any taxes in the first year and any subsequent increases in suchtaxes and assessments to the extent they result from increases normal and common to the neighborhood area in general and do not result from any improvements made by the School described in Section 6 of this Agreement. If such taxes are attributable to the entire Scripps Property and not just the use of Takeo and Fumiko Yuge, the real property taxes on or attributable to the use by Takeo and Fumiko Yuge shall be determined by the ratio that the square footage of the portion of the Scripps Property used by them (1.43 acres) bears to the total square footage of the Scripps Property (5.28 acres), and the remainder (3.85 acres) shall be attributable to the use by the school. These acreage portions shall be used only with respect to this tax attribution and shall not serve for any other predi- cate or purpose in this Agreement. The amount owing from Takeo and Fumiko Yuge under this Section 5 for any such taxing authority fiscal year shall be reduced prorata in the event that the term of their use does not include the whole of said fiscal year. 6. Notwithstanding the preceding section 5, Takeo and Fumiko Yuge shall in any event pay in a timely fashion the full amount of any real property taxes levied or assessed against or attributable to any additions, alterations, or improvements hereafter made by them to the portion of Scripps Property they are using, and the School shall similarly in any event pay in a timely fashion the full amount of anyreal property taxes levied or assessed against or attributable to any additions, alterations, or improvements by them to the portion of the Scripps Property they are using. Takeo and Fumiko Yuge and the School shall also pay, prior to delin- quency, all taxes levied or assessed against or attributable to their respective inventory, fixtures, and other personal property. 7. The portion of Scripps Property used by Takeo and Pumiko Yuge shall be used solely for the purpose of their continued residence, nursery business, growing flowers and other usage provided for in this Agreement, if any, and for no other purpose. The School will erect at its own expense and to benefit the School, its students and the Yuges' privacy, a chain link fence with appropriate gates for access to satisfy the requirements of law or insurance carriers for separation of the use of the respective portions of the Scripps Property by Takeo and Fumiko Yuge and by the School. The line followed by said fence shall generally follow the line described in red marker pen on the map attached hereto as Exhibit A and initialled by the parties. Said fencing, whether temporary or permanent in nature, will be in place prior to commencement of the School's teaching activities on the Scripps Property.8. Neither the Yuges nor the School shall commit, nor suffer or permit to be committed, upon the Scripps Prop- erty any waste or any public or private nuisance, and they shall not use their respective portions of Scripps Property or suffer or permit the same to be used for any unlawful purpose. 9. ‘The School and the Yuges disclaim any and all warranties, covenants, and representations as to the fitness of the Scripps Property or the suitability of the Scripps Property for any particular purpose. This Agreement is made subject to all easements, covenants, conditions, reservations, restrictions, rights, rights of way, liens, and encumbrances affecting the Scripps Property which are of record or which are observable on the Scripps Property or which are known to the parties as of April 3, 1986. 10, Takeo and Fumiko Yuge shall not, without the prior written consent of the School, make any material alter- ations other than repairs, maintenance or reconstruction, to the portion of Scripps Property which they are using, or any part thereof, or remove or destroy any part of the improve- ments presently located thereon, without the prior consent of the School, which consent shall not be unreasonably with- held. 11. Neither the Yuges and the School shall permit or suffer any mechanics’ lien or other lien to be filed againstthe Scripps Property or any part thereof by reason of any work, labor, services, or materials supplied or claimed to have been supplied to them respectively or on the Scripps Property during the term of this Agreement by any person or entity. If any such lien shall at any time be filed against the Scripps Property, the party for whom such services or materials were performed or supplied, shall take appropriate action to avoid any foreclosure or shall at the sole cost and expense of said party, cause the same to be promptly discharged of record after the date of filing of the same. 12. The Yuges or their personal representatives shall, not later than the end of the one hundred eighty (180 day period described in Section 1 b of this Agreement, remove from the Scripps Property all personal property of the Yuge Family. All expenses connected with such removal shall be borne by the Yuges or their estate. If the Yuge Family shall be involved with said removal, they shall not in any such removal injure or damage in any material manner any portion of the Scripps Property or the buildings located thereon, reasonable wear and tear excepted. 13. The School and the Yuges shall, at their sole cost and expense, promptly comply with all applicable laws, statutes, ordinances, rules, and regulations of any govern- mental body, now or hereafter in force, which pertain to the portion of the Scripps Property they respectively are using,the use thereof, or the regulation of business done thereon or therein. 14, The School shall not be responsible for repair or replacement of any improvement located on that portion of the Scripps Property used by Takeo and Fumiko Yuge unless the damage was caused by the School, its representatives or students. In the event that the roof or exterior walls of any building located upon such portion of the Scripps Prop- erty shall be out of repair other than exists at the present time, whether due to ordinary wear and tear or due to fire, earthquake, act of God, flood, storm, or other casualty, the Yuges shall, within a reasonable time after such condition occurs, make such repairs as may be necessary to put said improvements in reasonably good repair. The School shall not be liable to the Yuges or any other person for, any loss or damage of any kind whatsoever occasioned by reason of said roof or exterior walls being out of repair unless caused by the School, its representatives or students. This Agree- ment shall continue in full force and effect and the Yuges shall not be entitled to any allowance or other payment from the School therefor and shall not be entitled to any compen- sation or damages for the loss of the use of the whole or any part of the Scripps Property they are using, or for any loss of profits, damage to merchandise, plants or fixtures, or any other inconvenience or annoyance occasioned thereby, 10except to the extent caused by the School, its representa- tives, contractors or students and for such loss or damages the School shall be responsible. The Yuges acknowledge and agree that said roofs and exterior walls are in good repair at the date of commencement of this Agreement. 15. The Yuges covenant and agree, during the term of this Agreement, to keep and maintain the portion of Scripps Property they are using, and appurtenances and every part thereof (including, without limitation, the interior of buildings located thereon, heating units, plumbing, air con- ditioning, wiring, electrical appliances, and all other fix- tures and equipment now or hereafter in or on said portion of Scripps Property) in the present condition and repair, reasonable use and wear thereof excepted. Without conceding the applicability thereof, the Yuges hereby waive all rights provided for by Section 1941 of said Civil Code. The Yuges agree that, upon expiration, termination, or other cessation of this Agreement, the Yuges will deliver and yield up the portion of Scripps Property they have been using with all appurtenances, other than excepted in Section 3 above, to the School, in good and sanitary order, condition, and repair, reasonable use and wear thereof excepted. 16. The School and the Yuges hereby covenant and agree to indemnify and defend the other and to save and hold the other free and harmless from and against any and all athird party claims, demands, damages, liabilities, losses, costs, and expenses (including attorneys' fees and costs and expenses incurred by any of such attorneys), whether direct or indirect, arising out of or relating in any manner whatso- ever to the portion of Scripps Property used by the parties respectively, or the condition thereof or to the activities of such parties respectively (or any employee, agent, servant, contractor, invitee, student, licensee, or permittee of such Parties respectively) hereunder or thereon. 17, The School and the Yuges shall, at all times during the term of this Agreement maintain in force with an insurance company or companies authorized to do business in the State of California a combined single limit insurance policy or policies (for the Yuges covering both residential and for nursery uses, and for the School covering educational uses) which shall insure and indemnify against liability or financial loss resulting from bodily injury and/or property damage in or about the portion of the Scripps Property used by the parties respectively, the liability coverage under such insurance to be not less than Five Hundred Thousand Dollars ($500,000.00). The School shall be a additional insured under such liability policy regarding their nursery operations of the Yuges and the Yuges shall be an additional insured under such liability policy of the School. The Yuges shall also maintain for the School as an insured or additional insured under the same liability policy or under an additional 12policy fire insurance on the residential structure and car- port known as 177 E. Mariposa, Altadena, with liability of coverage of not less than $50,000. The School and the Yuges shall cause to be furnished to the other within seven days of the date of this Agreement proper written documentation of insurance evidencing compliance with the foregoing covenants of this Section 17, and such documentation shall provide that, if said insurance policies are cancelled or changed during the policy period, the insurance carrier shall so notify the School and the Yuges at least thirty (30) days in advance of such termination or change. All proceeds paid with respect to loss to structures or property located on the portion of the premises used by the Yuges shall, at their request, be first applied to replacement or repair of such damage or loss incurred. The School and the Yuges agree to maintain and keep in force all employees’ compensation insurance on their respective employees which is now or hereafter required under any applicable law, regulation, rule, or administrative order. 18, The Yuges shall permit the School and the agents of the School to enter into and upon the portion of Scripps Property used by Takeo and Fumiko Yuge at all rea- sonable times with reasonable advance notice, which entrance shall not be unreasonably denied, for the purpose of making needed repairs or necessary inspections as to the ondition 13of the property, or for the purpose of keeping posted thereon any notice of the type referred to in Section 3094 for the California Civil Code, or for the purpose of placing upon said portion of the Scripps Property any usual or ordinary (for sale) sign or notice, all without any damages or compen- sation to the Yuges for any loss of occupancy or quiet enjoy- ment of said portion of the Scripps Property thereby occasioned, unless the damage is caused by the specific acts of the school or its contractors or agents, that is occasioned by negligent or intentional conduct. The Yuges shall permit the School or the agents of the School, at any time within one hundred eighty (180) days provided for in Section 1 b of this Agree- ment, to place upon the portion of the Scripps Property used by Takeo and Fumiko Yuge any usual or ordinary "to let" or “to lease" signs and to enter into and upon said portion of the Scripps Property to exhibit the same to prospective lessees. 19. In the event that the whole or part of the portion of Scripps Property used by Takeo and Fumiko Yuge shall be taken and condemned for public purposes by any law- ful authority, or in the event that such part of such portion shall be so taken and condemned as to render the remainder of said portion unfit for the purpose herein agreed to, then, at the option of either the School or the Yuges (the exercise of such option being delivered in writing to the other party), 14this Agreement shall thereupon terminate. In no event shall the School initiate such taking or condemnation. A voluntary sale of all or any portion of said portion of the Scripps Property to any public or quasi-public body, agency or person having the power of eminent domain, either under threat of condemnation or while condemnation proceedings are pending, shall be deemed to be a taking by eminent domain for purposes of this Section 19. Any and all condemnation awards, and any proceeds from a sale under threat of condemnation, shall belong entirely to the School, whether such awards or proceeds be for the whole or a portion of the Scripps Property and whether for diminution in value of the use by Takeo and Fumiko Yuge or for the fee of the Scripps Property. The Yuges hereby waive any portion of any such award or proceeds to which the Yuge Family may otherwise be entitled (including, without limitation, any award based upon the value of this Agreement), other than (1) the value of their joint lifetime right of residence using the applicable Federal Estate Tax tables to determine such portion, and (2) the entire value of any award to the extent based on their nursery operation. 20. If Takeo and Fumiko Yuge, after sixty (60) days' written notice, fail to reasonably undertake to remedy any default in the performance of any of the terms, conditions or covenants of this Agreement to be kept or performed by the Yuges individually or collectively, or if Takeo and Fumiko 15Yuge abandon or vacate the portion of Scripps Property used by them, then, subject to the last sentence of this Section 20 and otherwise in addition to any other rights or remedies which the School may have under this Agreement and under applicable law, and whether or not their default shall have consisted of or been accompanied by an abandonment of their portion of the Scripps Property, the School may, by giving a notice of termination to Takeo and Fumiko Yuge, forthwith terminate their right of possession of any portion of the Scripps Property. For purposes of this Section 20, a "default" by the Yuges shall be deemed not to include the circumstances described and provided for in Section 1 b of this Agreement, where the Yuges are absent from the Scripps Property due to illness or other misfortune. 21. No waiver of any default of the School or the Yuges hereunder shall be implied from any omission by the School or the Yuges to take any action on account of such default if such default persists or is repeated, and the covenant, or condition herein contained shall not be deemed to be a waiver of such term, covenant, or condition or any subsequent breach of the same or any other term, covenant, or condition herein contained. The consent or approval by the School or the Yuges to or of any act by the other requiring the consent or approval of the other shall not be 16deemed to waive or render unnecessary the other's consent or approval to or of any subsequent similar act by the other. 22, The Yuges shall have no right to, and shall not (whether voluntarily, involuntarily, or by operation of law), assign, sublet, transfer or encumber any interest they may have in the Scripps Property pursuant to this Agreement. No consent will be forthcoming from the School for such requests, and any such assignment, subletting, transfer, or encumbrance or sale shall be null and void and wholly without effect. Subject to the foregoing provisions of this Section 22, this Agreement shall be binding upon and shall inure to the benefit of the School and the Yuges and their respective heirs, administrators, executors, successors, and assigns. 23. In the event that any proceeding in bankruptcy or insolvency shall be instituted by or against either of the Yuges, or if either of them shall make an assignment for the benefit of creditors; or if a receiver or trustee in a creditor's proceeding shall be appointed for the property of either of them; or if any execution or attachment shall issue and levy be made thereon against the Scripps Property or any property belonging to the School, and the Yuges do not or are unable to prevent such levy from being made, then any such event shall give rise to all the rights and remedies of the School provided by this Agreement or by law (including, but not by way of limitation, the respective rights and 17remedies provided in Section 20 hereof). This Agreement shall not in any event be treated in a creditor's proceeding as an asset of any member of the Yuge Family or included in the estate of any member of the Yuge Family. Notwithstanding the foregoing provisions of this Section 23, under the cir- cumstances described in this Section 23, the School agrees not to and it shall not seek the dispossession of the Yuges from the Scripps Property unless it is legally necessary to insulate the School or the Scripps Property from claims arising against the Yuges as a result of such circumstances. 24. By executing this Agreement, the Yuges, the Yuge Family, jointly and severally, the School and the Home, for themselves and their agents, partners, representatives, employees, servants, successors in interest, personal repre- sentatives, heirs, legatees, devisees, and assigns, and for each of them, hereby releases and absolutely and forever discharges the other parties hereto, as well as their respec- tive agents, partners, representatives, employees, servants, successors in interest, personal representatives, heirs, legatees, devisees and assigns, and each of them, from: any and all claims, actions, causes of action, suits, liabilities, obligations, controversies, damages, compensation, costs, expenses, attorneys fees, liens, debts, demands, disputes, promises, proceedings, judgments and/or the like, of every 18kind, nature, character or description whatsoever, whether past, present or future, fixed or contingent, legal or equitable, known or unknown, suspected or unsuspected, based upon or arising out of any matter, transaction, testamentary instrument, cause, fact, thing, act or omission whatsoever occurring or existing at any time up to and including the date this Agreement is fully executed, or discovered any time thereafter; including, without limitation, any of the like in any way related to or arising out of the gift to the Home a) of the Scripps Prop- erty and b) of all funds being held by the Home in an account known as The Scripps Hall Fund, the agree- ment of sale to the School by the Home of the Scripps Property, and any other matter, claim or issue concerning the Scripps Property. Notwith- standing the foregoing provisions of this Section 24, the Home and the School are not releasing the other from the rights, obligations and duties pro- vided for in the agreement for the Home to sell the Scripps Property to the School dated this date. 25. Each of the parties to this Agreement rep- resents and warrants to the other that, they have not hereto- fore assigned or transferred to any person or entity any right or claim which is the subject matter of this Agreement; 19and further, each agrees to indemnify, defend and hold the other harmless from and against any and all claims, actions, causes of actions, suits, liabilities, obligations, controver- sies, damages, compensation costs, expenses, attorneys' fees, liens, debts, demands, disputes, promises, proceedings, judg- ments and/or the like of every nature, character and descrip- tion whatsoever which are based upon, arise out of, or are related to any such assignments or transfers by the indem- nifying party; and further, each represents and warrants to the other that they have the sole and complete right and authority to compromise, settle, release, and discharge all rights, claims, demands, actions and other matters which are the subject matter of this Agreement. 26. Each party to this Agreement intends this Agreement to be effective as a full and final accord and satisfaction and release, except that the Home and The School are not releasing the other from the rights, obligations and duties provided for in the agreement for the Home to sell the Scripps Property to the School dated this date. tn furtherance of this intention, each party to this Agreement acknowledges reading and understanding Section 1542 of the Civil Code of the State of California, which provides as follows: "A general release does not extend to claims which the creditor does not 20know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor." Each party to this Agreement knowingly and voluntarily waives and relinquishes any and all rights and benefits which each has or may have under Section 1542 to the full extent that each may lawfully do so, and each party elects to, and does, assume all unknown risks arising hereafter with respect to any and all matters covered by this Agreement. Further, each party acknowledges that they may hereafter discover facts different from, or in addition to, those which now exist or are believed to be true with respect to any/or all of the matters covered by this Agreement, and agree that this Agreement shall nevertheless remain in full and complete force and effect. 27, Whenever it shall be necessary for any party to serve notice on the other respecting this Agreement, such notice shall be served personally or by certified mail return receipt requested. Any notice to the Home served by certified mail shall be poe eees to the Home at 2212 N. E1 Molino Pa aud fo Wetrem X Hewteg, Malu $ Hahn, 0} F. Cfriade, Suit $00, Pasadena, CA GINO! Ave., aikancnas™ ca a bio, Attn: James W. Grdtanke y, or at such other place as may be designated from time to time by the Home. Any notice to the School served by certified mail shall be addressed to the School at 209 E. Mariposa Street, 2.Altadena, Caifornia 91001, or at such other place as may be designated from time to time by the School. Any notice to the Yuges or the Yuge Family shall be served by certified mail addressed to both Takeo and Fumiko Yuge at 177 E. Mariposa Street, Altadena, California 91001, and to J. Brin Schulman, Esq., 9595 Wilshire Boulevard, Suite 400, Beverly Hills, California 90212, If Takeo and Fumiko Yuge have abandoned or vacated their residence on the Scripps Property, such notice may, notwithstanding the preceding provisions of this Section 27 be served by ordinary mail addressed to Takeo and Fumiko Yuge at the same address on the Scripps Property, with a copy served by certified mail to J. Brin Schulman, Esq. at the above address. Any notice mailed as provided herein shall be deemed to have been served five (5) days after the same has been deposited in a United States Post Office with postage prepaid. 28. In the event that any party hereto seeks legal recourse (whether or not such recourse includes the commence- ment of a lawsuit) under this Agreement or with respect to any right or obligation created thereby, the prevailing party shall be entitled to recover from the other party, and the other party hereby agrees to pay, all costs incurred by the prevailing party in connection therewith, including attorneys fees in a reasonable amount and costs and expenses of such attorneys. In addition to and notwithstanding the foregoing 22provisions of this Section 28, the School and the Home each agree to pay one third of the attorneys’ fees incurred by the Yuge Family with respect to the completion of this Agree- ment; provided, however, that said fees paid by each of the School and the Scripps Home shall not exceed the amount of Five Thousand Dollars ($5,000.00). 29. The School and the Yuges shall each, within ten (10) days after request from the other, execute and deliver to the School, in recordable form a certificate stating that this Agreement is unmodified and in full force and effect (or in full force and effect as modified, stating the modifications, as the case may be). 30. In the event that the Yuges or their represen- tatives fail to remove all of the personal property of the Yuges within the time periods provided herein, the School may, at the option of the School, remove such personal prop- erty from the Scripps Property and store the same in a public warehouse or elsewhere at the cost of, for the account of, and at the risk of the Yuges. 31. Each and all of the various rights, powers, options, and remedies of the School under this Agreement shall be considered as cumulative, and no one of them shall be considered as exclusive of the others or as exclusive of any remedy allowed by law. 32. Time is of the essence in this Agreement, 2333. The provisions of this Agreement shall be deemed to be severable. In the event that any provision or provisions of this Agreement shall be determined by a court of competent jurisdiction to be invalid, void, or illegal, said provision or provisions shall be deemed to be deleted from this Agreement, and this Agreement as modified by such deletion shall remain in full force and effect. 34. This Agreement has been executed and delivered in California, and its validity and construction shall be governed by the laws of that State. 35. This Agreement constitutes the entire agree- ment between the parties hereto with respect to the subject matter hereof and may be altered or amended only by a written instrument executed by each of the parties hereto. This Agreement supercedes all prior Agreements, negotiations, and communications of whatever type, whether written or oral, between the parties hereto with respect to the subject matter hereof. 36. In the event that the School receives an offer to purchase all or part of the Scripps Property which the School intends to accept, the School agrees to notify the Yuges of that fact if the Yuges are still living and are still residing on the Scripps Property at that time, .and give the Yuges for a period not more than ten (10) days from the date such notice to the Yuges has been deposited by the 24School in a United States Post Office with postage prepaid, to agree to purchase the same portion or all of the Scripps Property on the same terms and conditions of such offer, but only if the School is satisfied within said ten (10) day period in its sole and absolute discretion, that the Yuges are financially able in the School's sole and absolute judge- ment to perform without undue risk to the School such terms and conditions. Unless the School accepts such an offer in writing from the Yuges within said ten (10) day period, the Yuges shall have no further rights of first refusal or any other rights than elsewhere provided in this Agreement in the Scripps Property or against the School for failing to accept their offer. Nothing in this Section 36 shall prevent the School from conveying its title in all or part of the Scripps Property to any third party or parties after said ten (10) day notice period, subject only to the provisions contained in this Agreement other than in this Section 36. Any sale which may be or shall be made by the School to any party or parties shall expressly notify such buyer of the continuing rights of the Yuges hereunder, and under the Conditional Use Permit granted by the Los Angeles Regional Planning Commission. 37. After March 1, 1987, the Yuges' employment relationship with the Home as caretakers of the Scripps Prop- erty is terminated, and thereafter the Yuge's rights and obligations shall be as set forth in this Agreement. 2538. The covenants and conditions herein contained shall apply to and bind the heirs, successors, executors, administrators, and assigns of all the parties hereto; pro- vided, however, the Home and its successors and assigns shall only be responsible for the performance or non-performance of those covenants and conditions contained in Section 24, 25, 26, 27, 28, 32, 33, 34, 35, 37 and 38 hereof and no others. IN WITNESS WHEREOF, the parties hereto have executed in counterpart originals as of February 2], 1987. sa —% Takeo Yuge Fumi ko Yuge é a Za Akeni Joyge vage 7 7 Mifaru Cynthia Yuge Carolyn Yuge (attoco) mw YeseS M¥sako Nadiné Yuge 5 THE SCRIPPS HOME ; py Cadre node PASADENA WALDORF SCHOOL By he 26STATE OF CALIFORNIA ss. COUNTY OF LOS ANGELES on Feenvae Mo 197 before me, the undersigned, a Notary Public in and for said State, per- sonally appeared PAUL J. LIVADARY personally known to me or Proved to me on the basis of satisfactory evidence to be the Person who executed the within instrument as the agent of the Pasadena Waldorf School, the corporation that executed the within instrument, and acknowledged to me that such cor- Poration executed the within instrument pursuant to its by- laws or a resolution of its board of directors. WITNESS my hand and official seal. iC SEAL JOANN McvEICH NOTARY PuRUC-cALFoFmon Tos uncsies Sour 27STATE OF CALIFORNIA ) ) ss. COUNTY OF LOS ANGELES ) On Fenavany Me (97 before me, the undersigned, a Notary Public in and for said State, per- sonally appeared CHARLES KASE personally known to me or proved to me on the basis of satisfactory evidence to be the person who executed the within instrument as the agent of the Scripps Home, the corporation that executed the within instrument, and acknowledged to me that such corporation executed the within instrument pursuant to its by-laws or a resolution of its board of directors. WITNESS my hand and official seal. Cee nand fotJsaid State seaman Bat vox ee HD) es ease” y My Come Eapires Se 0.1989 28STATE OF CALIFORNIA ) ) ss. COUNTY OF LOS ANGELES ) on Rebruery 27, 1987 before me, the undersigned, a Notary Public in and for said State, per- sonally appeared TAKEO and FUMIKO YUGE, personally known to me or proved to me on the basis of satisfactory evidence to be the persons whose names are subscribed to the within instrument and acknowledged that they executed the same. WITNESS my hand and official seal. eta npr in st for said State cacers OTT M. MENDLER Sy PUBLIC - CALF Vea ciFice Se nncetes County 1 Commision Exp. Jon 16,1988 29STATE OF CALIFORNIA ) ) ss. COUNTY OF LOS ANGELES ) on Felner AT AGPI before me, the undersigned, a Notary Public in and for said state, per- sonally appeared i i personally known to me or proved to me on the basis of satisfactory evidence to be the persons whose names Ake subscribed to the within instrument and acknowledged that Dhow executed the same. WITNESS my hand and official seal. f eros SCOTT M, MENDLER Los aicetce count {Uy Commision fp. Jan. 16,1868 30STATE OF CALIFORNIA ss. COUNTY OF LOS ANGELES ) on Fe be, vases 371999 before me, the undersigned, a Notary Public in and for said State, per- sonally appeared , Personally known to me or proved to me on the basis of satisfactory evidence to be the person whose name ls. subscribed to the within instrument and acknowledged that she executed the same, WITNESS my hand and official seal. Notary Public in an orn sar for said State SCOTT M, MENDLER Preps orn nt LS ANaELcS COUNTY My Ceemssn p,m 16 1968 31STATE OF CALIFORNIA ) ) ss. COUNTY OF LOS ANGELES ) on Aeeeupey 26 (PPT before me, the undersigned, a Notary Public in and for said State, per- sonally appeared iw ok Vu , personally known to me or proved to me‘on the basis of tisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged that executed the same. WITNESS my hand and official seal. OFFICIAL SEAL J. WEHM nh gO 32ExXH BIT A