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ORANGE COUNTY TRANSPORTATION AUTHORITY CONFIDENTIAL <br />This document contains personal <br />RIGHT OF WAY CONTRACT information, and pursuant to Civil Code <br />section 1798.21, it shall be kept confidential <br />in order to protect against unauthorized <br />disclosure. <br />(A) Pursuant to the releases set forth in this Agreement, Grantor specifically waives the <br />provision of section 1542 of the Civil Code of the State of California which provides: <br />"A general release does not extend to claims that the creditor or releasing party does not <br />know or suspect to exist in his or her favor at the time of executing the release and that, <br />if known by him or her, would have materially affected his or her settlement with the <br />debtor or released party." <br />(B) Grantor represents and warrants that it understands the effect of this waiver of section <br />1542 and has had the opportunity to discuss the effect of this waiver with counsel of its <br />choice. <br />5. Any monies payable under this Agreement up to and including the total amount of unpaid <br />principal and interest on note(s) secured by mortgage(s) or deed(s) of trust, if any, and all other <br />amounts due and payable in accordance with the terms and conditions of said deed(s) of trust <br />or mortgage(s), shall upon demand(s) be made payable to the mortgagee(s) or beneficiary(ies) <br />entitled thereunder; said mortgagee(s) or beneficiary(ies) are to furnish Grantor with good and <br />sufficient receipt showing said monies credited against the indebtedness secured by said <br />mortgage(s) or deed(s) of trust. <br />6. Grantor represents and warrants that it is the fee simple owner of the Property and that it has <br />the right to convey the Property Interests. Grantor will defend and indemnify OCTA, its <br />successors and/or assigns against any and all claims, demands, causes of action filed against <br />OCTA, its successors and/or assigns by someone claiming a legal interest in or right to the <br />Property, or any portion thereof. Grantor represents and warrants that it will defend and <br />indemnify OCTA, its successors and/or assigns in the amount of any due and unpaid liens and <br />any penalties and delinquencies on the Property. Grantor represents and warrants that it has <br />made no assignment of any interest in the Property. <br />7. Grantor represents and warrants that there are no oral or written leases on all or any portion of <br />the Property exceeding a period of one month. Grantor agrees to defend and indemnify and <br />hold OCTA harmless and reimburse OCTA for any and all of its losses and expenses <br />occasioned by reason of any lease of said Property held by any tenant of Grantor for a period <br />exceeding one month. Grantor acknowledges that a general release or quitclaim deed will be <br />required from any lessee that has a lease term exceeding one month. Said general release or <br />quitclaim deeds are to be provided to Commonwealth Land Title Company, other selected <br />escrow company, or OCTA by Grantor, prior to the close of escrow. The provisions of this <br />paragraph shall apply to current leases on Grantor's Property as well as future leases, if any, <br />that are entered into after the execution of this Agreement. <br />8. It is understood and agreed by and between the parties hereto that included in the amount payable <br />under Clause 2(A) above is payment in full to compensate Grantor for the purchase of the following <br />improvements: None. Grantor agrees that it is not entitled to compensation for any other <br />improvements located within the areas of the Property Interests being purchased pursuant to this <br />Agreement. Improvements located on the Property will be addressed by a separate agreement. <br />9. It is understood and agreed by and between the parties hereto that the following improvements <br />within the areas of the Property Interests will be protected in place: None. It is further understood <br />and agreed to by and between the parties hereto that the following improvements within the areas <br />1477543.1 <br />