ORANGE COUNTY TRANSPORTATION AUTHORITY (OCTA) (12)

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ORANGE COUNTY TRANSPORTATION AUTHORITY CONMENr1AL This document contains personal RIGHT OF WAY CONTRACT information, and pursuant to Civil Code section 1798.21, it shall be kept confidential in order to protect against unauthorized disclosure. (A) Pursuant to the releases set forth in this Agreement, Grantor specifically waives the provision of section 1542 of the Civil Code of the State of California which provides: "A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party." (B) Grantor represents and warrants that it understands the effect of this waiver of section 1542 and has had the opportunity to discuss the effect of this waiver with counsel of its choice. 5. Any monies payable under this Agreement up to and including the total amount of unpaid principal and interest on note(s) secured by mortgage(s) or deed(s) of trust, if any, and all other amounts due and payable in accordance with the terms and conditions of said deed(s) of trust or mortgage(s), shall upon demand(s) be made payable to the mortgagee(s) or beneficiary(ies) entitled thereunder; said mortgagee(s) or beneficiary(ies) are to furnish Grantor with good and sufficient receipt showing said monies credited against the indebtedness secured by said mortgage(s) or deed(s) of trust. Grantor represents and warrants that it is the fee simple owner of the Property and that it has the right to convey the Property Interests. Grantor will defend and indemnify OCTA, its successors and/or assigns against any and all claims, demands, causes of action filed against OCTA, its successors and/or assigns by someone claiming a legal interest in or right to the Property, or any portion thereof. Grantor represents and warrants that it will defend and indemnify OCTA, its successors and/or assigns in the amount of any due and unpaid liens and any penalties and delinquencies on the Property. Grantor represents and warrants that it has made no assignment of any interest in the Property. Grantor represents and warrants that there are no oral or written leases on all or any portion of the Property exceeding a period of one month. Grantor agrees to defend and indemnify and hold OCTA harmless and reimburse OCTA for any and all of its losses and expenses occasioned by reason of any lease of said Property held by any tenant of Grantor for a period exceeding one month. Grantor acknowledges that a general release or quitclaim deed will be required from any lessee that has a lease term exceeding one month. Said general release or quitclaim deeds are to be provided to Commonwealth Land Title Company, other selected escrow company, or OCTA by Grantor, prior to the close of escrow. The provisions of this paragraph shall apply to current leases on Grantor's Property as well as future leases, if any, that are entered into after the execution of this Agreement. 8. It is understood and agreed by and between the parties hereto that included in the amount payable under Clause 2(A) above is payment in full to compensate Grantor for the purchase of the following improvements: None. Grantor agrees that it is not entitled to compensation for any other improvements located within the areas of the Property Interests being purchased pursuant to this Agreement. Improvements located on the Property will be addressed by a separate agreement. 9. It is understood and agreed by and between the parties hereto that the following improvements within the areas of the Property Interests will be protected in place: None. It is further understood and agreed to by and between the parties hereto that the following improvements within the areas 1477543.1