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discrepancy between Exhibit "B" and Exhibit "C," Exhibit "B" shall control.
<br />This Agreement shall also convey any underlying right of way necessary
<br />to operate and maintain the Facilities within the City of Santa Ana.
<br />2. Facilities Maintenance
<br />Grantor and Grantee further agree that future rehabilitation and repairs to
<br />these Facilities will be required. Grantor previously reserved $23,229,000
<br />in anticipation of such improvements and now, in consideration of the age
<br />and condition of the Facilities, Grantor shall, as sole, full, and final
<br />satisfaction of any obligation to inspect, maintain, repair, or rehabilitate
<br />any such Facilities, or any portion thereof, and in consideration for
<br />conveying the quitclaim deed, shall make a one-time payment to Grantee
<br />of twenty-three million, two -hundred twenty nine thousand dollars
<br />($23,229,000), no later than ten (10) business days after recordation of
<br />this Agreement, which funds shall be used by Grantee to make any such
<br />inspections, repairs, or rehabilitations of the Facilities as may be
<br />necessary or appropriate as determined by Grantee. Should the cost of
<br />any future inspections, maintenance, repairs, or rehabilitations exceed
<br />$23,229,000, Grantee waives all claims against Grantor for the payment of
<br />any additional sum therefor or with respect to the condition of title and
<br />Grantor shall in no way be obligated to make any additional payment
<br />therefor.
<br />3. Waiver and Release
<br />Grantee, on behalf of Grantee and Grantee's officers, directors,
<br />managers, affiliates, successors and assigns ("Grantee Related Parties")
<br />hereby expressly, fully and forever releases and discharges (which
<br />release and discharge shall be continuing and shall survive the transfer of
<br />the Facilities) Grantor and Grantor's officers, directors, managers,
<br />affiliates, employees, representatives, successors and assigns from any
<br />and all losses, expenses, claims, costs, damages, rights of subrogation,
<br />debts, attorneys' fees, actions, suits, judgments, awards, obligations
<br />and/or liabilities of any kind, whether foreseeable or unforeseeable, known
<br />or unknown, or suspected or unsuspected, with respect to or in any way
<br />relating to, or indirectly or directly arising out of the current condition of the
<br />Facilities, any repair or replacement work required with respect to such
<br />Facilities, and/or any deferred maintenance.
<br />Grantee, on behalf of itself and the Grantee Related Parties, agrees,
<br />represents and warrants that the matters released above are not limited to
<br />matters which are known, suspected or disclosed and hereby knowingly
<br />and voluntarily waives and relinquishes any and all rights and benefits
<br />under Section 1542 of the California Civil Code (as such Civil Code may
<br />apply to the release above), which provides:
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