010306 RESO Approving AA Mutual Release-Jt Exrow Inst Vinci Invest_

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H. On or about October 11, 2005, Vinci, the Johers, and James J. Joseph, in his capacity as the Chapter 11 Trustee of the bankruptcy estate of Mohammed Hussain Joher and Saber Joher, et al., entered into that certain Assignment of Lease dated October 11, 2005 and recorded on October 25, 2005 as Instrument No. 2005000855972 (the "October 2005 Assignment of Lease "), whereby all of Saber Joher's interest under the Lease was assigned to Vinci. I. Vinci now seeks to assign to Agency (hereinafter, "Agency Assignment ") Vinci's interest under the Lease and Vinci has requested Landlord's written consent to the Agency Assignment. It is also contemplated that the Lease shall be re- assigned by the Agency to Vinci or any affiliate of Vinci in approximately two (2) years (the "Re- Assignment ") and Vinci has requested Landlord's written consent to such Re- Assigmnent. J. Throughout the time period covered by the Agency Assignment, Vinci agrees to fully guarantee, for Landlord's benefit, the Agency's lease payments, and agrees to immediately cure any payment or performance default by the Agency within forty -eight (48) hours of written notice from Landlord. K. In connection with the Agency Assignment and the Re- Assignment, the Agency has requested that Landlord execute this Consent and Certificate. NOW, THEREFORE, FOR GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH ARE HEREBY ACKNOWLEDGED, LANDLORD CERTIFIES, WARRANTS, REPRESENTS AND COVENANTS AS FOLLOWS: Section 1. Tenant To the best of Landlord's knowledge, Vinci is the current and only tenant of the Leased Premises. Section 2. Leased Premises The Leased Premises consist of the property commonly known as 2101 E. Edinger Avenue, Santa Ana, CA 92705, Assessor's Parcel Numbers 402- 101 -32 and 402 - 101 -42, as outlined on attached Exhibit "B," which is incorporated herein by reference. Section 3. Complete Agreement The Lease, as attached to this Consent and Certificate as Exhibit "A," as modified by the January 2005 Landlord Consent, constitutes the complete agreement between Landlord and Vinci for the Leased Premises, and no other amendments, modifications or supplements to the Lease, either written or oral, remain effective as an amendment to the Lease. The July 1997 First Amendment was never executed and is not in force or effect. Furthermore, the November 2004 Indemnity and Agreement and the January 2005 Indemnity and Agreement are not considered by Landlord to be amendments to the Lease which would be binding on the Agency or any future lessee under the Lease. As of the date of this Consent and Certificate, the Lease is in full force and effect, has not been terminated, and is enforceable in accordance with its terms. EXHIBIT M -2 600090435v6 8-252