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are binding obligations of Seller; (iii) are collectively sufficient to transfer all of Seller's right, title and
<br />interest in and to the Property; and (iv) do not violate the provisions of any agreement to which Seller is
<br />a party or which affects the Property. Seller further represents and warrants that the persons who have
<br />executed this Agreement on behalf of Seller are authorized to do so and that Seller has the legal right to
<br />enter into this Agreement and to perform all of its terms and conditions applicable to Seller.
<br />Seller shall notify Buyer if Seller becomes aware prior to the Close of Escrow, of any facts or
<br />circumstances causing any of the representations set forth in this Section 12 to become untrue in any
<br />material respect. Seller's representations set forth in this Section 12 shall survive for sixty (60) days
<br />following the Close of Escrow.
<br />13. Seller's Covenants. Seller covenants that from the Effective Date and through the Close
<br />of Escrow, Seller: (i) shall not permit any liens, encumbrances, or easements to be placed on the
<br />Property; (ii) shall not enter into or renew, replace or modify any agreement regarding the use, sale,
<br />rental, management, repair, improvement, or any other matter affecting the Property that would be
<br />binding on Buyer or the Property after the Close of Escrow without the prior written consent of Buyer;
<br />(iii) shall not permit any act of waste or act that would tend to diminish the value of the Property for any
<br />reason, except that caused by ordinary wear and tear; (iv) shall maintain the Property in its condition as
<br />of the Effective Date, ordinary wear and tear excepted, and shall manage the Property substantially in
<br />accordance with Seller's established practices; and (v) shall make no material alteration to the Property
<br />without Buyer's prior written consent.
<br />14. Buyer's Representations, Warranties and Covenants. Buyer represents, warrants and
<br />covenants that this Agreement and all other documents delivered in connection herewith, prior to or at
<br />the Close of Escrow: (i) have been duly authorized, executed, and delivered by Buyer; (ii) are binding
<br />obligations of Buyer; and (iii) do not violate the provisions of any agreement to which Buyer is a party.
<br />Buyer further represents and warrants that the persons who have executed this Agreement on behalf of
<br />Buyer have are duly authorized to do so, and that Buyer has the legal right to enter into this Agreement
<br />and to perform all of its terms and conditions applicable to Buyer.
<br />15. Release by Buyer. Effective upon the Close of Escrow, Buyer hereby waives releases,
<br />remises, acquits and forever discharges Seller, its officers, officials, board members, managers,
<br />employees and agents, and any other person acting on behalf of Seller, from any and all claims, actions,
<br />causes of action, demands, rights, damages, costs, expenses and compensation whatsoever, direct or
<br />indirect, known or unknown, foreseen or unforeseen, which Buyer now has or which may arise in the
<br />future on account of or in any way growing out of or connected with the physical condition of the
<br />Property or any law or regulation applicable thereto including, without limiting the generality of the
<br />foregoing, any federal, state or local law, ordinance or regulation pertaining to Hazardous Materials.
<br />BUYER ACKNOWLEDGES THAT BUYER IS FAMILIAR WITH SECTION 1 S42 OF THE CALIFORNIA CIVIL
<br />CODE, WHICH PROVIDES AS FOLLOWS:
<br />A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR
<br />DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF
<br />EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE
<br />MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.
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