Common use of Release of Seller Clause in Contracts

Release of Seller. 7.1 Except for the representations made by Seller in Section 8.1 and covenants and/or duties that Seller or its representatives undertake in accordance with this Contract (a violation of which shall not be covered by the release in this Section 7.1), Purchaser hereby waives, releases and forever discharges Seller and all of Seller’s affiliates, subsidiaries, officers, directors, shareholders, employees, independent contractors, partners, members, representatives, agents, and attorneys, and the respective successors and assigns of all such parties (collectively the “Released Parties”), and each of them, from any and all causes of action, claims, assessments, losses, damages (compensatory, punitive or other), liabilities, obligations, reimbursements, costs and expenses of any kind or nature, actual or contingent, present, future, known or unknown, suspected or unsuspected, including, without limitation, interest, penalties, fines, and attorneys’ and experts’ fees and expenses (collectively, “Claims & Liabilities”), whether caused by, arising from, or premised, in whole or in part, upon Seller’s acts or omissions, and notwithstanding that such acts or omissions are negligent or intentional, or premised in whole or in part on any theory of strict or absolute liability, which Purchaser, its successors or assigns or any subsequent purchaser of the Premises may have or incur in any manner or way connected with, arising from, or related to, the Premises, including, without limitation: (i) the environmental condition of the Premises, (ii) actual or alleged violations of environmental laws or regulations in connection with the Premises and/or any property conditions; (iii) latent or patent defects in the Improvements; (iv) all matters pertaining to land use, zoning, permits, licenses, building codes, and similar matters; and (v) all matters pertaining to the GSA Lease. Purchaser agrees, represents and warrants that the matters released herein are not limited to matters which are known, disclosed, suspected or foreseeable, and Purchaser hereby waives any and all rights and benefits which it now has, or in the future may have, conferred upon Purchaser by virtue of the provisions of any law which would limit or detract from the foregoing general release of known and unknown claims.

Release of Seller. 7.1 Except for Buyer, on behalf of itself, its successors, assigns and affiliates, and any Person claiming by, through or under Buyer (collectively, the representations made by Seller in Section 8.1 and covenants and/or duties that Seller or its representatives undertake in accordance with this Contract (a violation of which shall not be covered by the release in this Section 7.1“Releasing Parties”), Purchaser hereby waives, releases and forever discharges Seller Seller, the FRBNY, U.S. Bank, BlackRock, BOA, Broker, all affiliates of, and any holders of any direct or indirect interest in (including, without limitation, all certificate holders) any of Seller’s affiliatesthe foregoing, subsidiaries, and each of their respective officers, directors, shareholders, members, principals, managers, employees, independent contractors, partners, members, representatives, agents, servicers, operating advisors, other advisors and attorneysconsultants, predecessors, successors and assigns, and the respective successors and assigns of all Persons acting on their behalf (all such parties (Persons being collectively referred to as the “Released Parties”), of and each of them, from any and all causes of action, claims, assessmentsdemands, losses, damages (compensatory, punitive or other)obligations, liabilities, obligationsindebtedness, reimbursementsbreaches of contract, costs breaches of duty or any relationship, acts, omissions, misfeasance, malfeasance, judgments, debts, controversies, damages, costs, losses and expenses expenses, and remedies of whatsoever kind and nature that Buyer or any kind other Releasing Party has or naturemay in the future have against Seller or any other Released Parties, actual and in any manner on account of, arising out of or contingentrelated (directly or indirectly) to the transactions contemplated by this Agreement, presentany Obligor, futurethe Loan, the Loan Documents, the Loan File, the Pending Proceedings and the Collateral, whether known or unknown, past, present or future, latent or patent, suspected or unsuspected, anticipated or unanticipated, each as though fully set forth herein at length (including, without limitation, interestany claims based on reliance upon Seller for matters expressly stated otherwise in this Agreement (for example only, penaltiesmatters based on the actual or alleged presence of Hazardous Materials on the Property, finesor based on lender liability, fraud, duress, illegality, usury, waiver, bad faith, servicing, administration or negotiation of the Loan or Loan Documents, or interference in the business of any Obligor)) (the “Released Matters”); provided, however, that the Released Matters shall not include, and attorneys’ and experts’ fees and expenses (collectively, “Claims & Liabilities”), whether caused by, arising Buyer does not release Seller from, any claims or premised, in whole or in part, upon causes of action arising by reason of Seller’s acts or omissions, and notwithstanding that such acts or omissions are negligent or intentional, or premised in whole or in part on any theory material breach of strict or absolute liability, which Purchaser, its successors or assigns or any subsequent purchaser of the Premises may have or incur in any manner or way connected with, arising from, or related to, the Premises, this Agreement (including, without limitation: (i) the environmental condition , any material breach of the PremisesSeller’s Representations). The foregoing waiver and release includes claims of which the Releasing Parties are presently unaware or which the Releasing Parties do not presently suspect to exist which, if known by the Releasing Parties, would materially affect the Releasing Parties’ release of the Released Parties, and including without limitation any and all claims that are direct and/or indirect, contingent or matured, or of whatever kind or nature, for or because of any matter or things done, omitted or permitted to be done by any of the Released Parties, at law or in equity. Buyer on behalf of itself and each other Releasing Parties (a) understands, acknowledges and agrees that the waiver and release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against or dismissal of any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release, (iib) actual agrees that no fact, event, circumstance, evidence, or alleged violations transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of environmental laws or regulations in connection with the Premises and/or any property conditions; waiver and release set forth above, (iiic) latent or patent defects in the Improvements; (iv) all matters pertaining to land use, zoning, permits, licenses, building codes, and similar matters; and (v) all matters pertaining to the GSA Lease. Purchaser agrees, represents and warrants that the each realizes and acknowledges that factual matters released herein are not limited now unknown to matters them may have given or may hereafter give rise to causes of action, claims, demands, debts, controversies, damages, costs, losses and expenses which are knownpresently unknown, disclosed, suspected or foreseeableunanticipated and unsuspected, and Purchaser it further agrees, represents and warrants that this release has been negotiated and agreed upon in light of that realization and that the Releasing Parties nevertheless hereby waives intend to release, discharge and acquit the Released Parties from any and all rights such unknown causes of action, claims, demands, debts, controversies, damages, costs, losses and benefits expenses which it now hasin any way arise out of, are connected with, or relate to, any Obligor, the Loan, the Loan Documents, the Collateral, the Pending Proceedings or any remedial action taken by Lender in connection therewith. It is hereby further understood and agreed that the future may haveacceptance of delivery of this Agreement by the Seller shall not be deemed or construed as an admission of liability by any party released by the terms hereof, conferred upon Purchaser by virtue and Seller on behalf of itself and each such other party hereby expressly denies liability of any nature whatsoever arising from or related to the subject of the provisions foregoing release. Buyer hereby represents and warrants that (i) it owns all of the purported claims, rights, demands and causes of action that are being released by the foregoing release and that no other Person has any interest in said claims, rights, demands or causes of action whether by reason of any law which would limit contract or detract from dealing with the Releasing Parties or otherwise, and (ii) Buyer has not assigned to any other Person all or any part of such claims, rights, demands or causes of action. Buyer hereby acknowledges, represents and warrants that it has had advice of counsel of its own choosing in negotiations for and the preparation of the foregoing general release, that it has read the foregoing release or has had the same read to it by its counsel, that it has had the within release fully explained by such counsel, and that it is fully aware of known its contents and unknown claimslegal effect.

Release of Seller. 7.1 Except Purchaser for the representations made by Seller in Section 8.1 itself and covenants and/or duties that Seller or each of its representatives undertake in accordance with this Contract (a violation of which shall not be covered by the release in this Section 7.1)present and future directors, Purchaser hereby waivesmembers, releases and forever discharges Seller and all of Seller’s shareholders, officers, employees, agents, parties, affiliates, representatives, attorneys, subsidiaries, officersparent and affiliated corporations, directorspredecessors, shareholders, employees, independent contractors, partners, members, representatives, agentssuccessors, and attorneysassigns (collectively, and the respective successors and assigns of all such parties (collectively the “Released Parties”"PURCHASER-RELATED ENTITIES"), hereby fully and each of themirrevocably releases, acquits and discharges the Seller Indemnified Parties from any and all causes of actionLosses, claims, assessments, losses, damages (compensatory, punitive or other), liabilities, obligations, reimbursements, costs and expenses of any kind or nature, actual or contingent, present, future, whether known or unknown, suspected existing or unsuspectedpotential, which Purchaser or the Purchaser-Related Entities have or assert or hereafter may have or assert, against any of the Seller Indemnified Parties by reason of any purported act or omission on the part of any of the Seller Indemnified Parties occurring prior to the Closing, which Losses are based upon, arise out of, or are in any way connected with any of the following (each, a "CLAIM" and collectively, the "CLAIMS"): (i) the condition, status, quality, nature, contamination or environmental state of the Property; (ii) any violation of, noncompliance with, or enforcement of applicable laws, regulations or ordinances with respect to the Property; or (iii) any use, generation, storage, release, threatened release, discharge, disposal, or presence of any "Hazardous Materials" (defined below) on, under, or about the Property or, to the extent affecting the Property, any property in the vicinity of the Property; provided however, nothing contained in this Section shall release Seller from Seller's representations and warranties set forth in this Agreement, or Seller's fraud. The term "HAZARDOUS MATERIALS" means and includes flammable explosives, petroleum (including crude oil), radioactive materials, hazardous wastes, toxic substances or related materials, including, without limitation, interestany substances defined as or included in the definition of toxic or hazardous substances, penaltieswastes or materials under any federal or applicable state or local laws, finesordinances or regulations dealing with or otherwise pertaining to toxic or hazardous substances, and attorneys’ and experts’ fees and expenses wastes, or materials (collectively, “Claims & Liabilities”"HAZARDOUS SUBSTANCES LAWS"), whether caused by, arising from, or premised, in whole or in part, upon Seller’s acts or omissions, and notwithstanding that such acts or omissions are negligent or intentional, or premised in whole or in part on any theory of strict or absolute liability, which Purchaser, its successors or assigns or any subsequent purchaser of the Premises may have or incur in any manner or way connected with, arising from, or related to, the Premises, including, without limitation: (i) the environmental condition of the Premises, (ii) actual or alleged violations of environmental laws or regulations in connection with the Premises and/or any property conditions; (iii) latent or patent defects in the Improvements; (iv) all matters pertaining to land use, zoning, permits, licenses, building codes, and similar matters; and (v) all matters pertaining to the GSA Lease. Purchaser agrees, represents and warrants that the matters released herein are not limited to matters which are known, disclosed, suspected or foreseeable, and Purchaser hereby waives any and all rights and benefits which it now has, or in the future may have, conferred upon Purchaser by virtue of the provisions of any law which would limit or detract from the foregoing general release of known and unknown claims.

Release of Seller. 7.1 Except for (a) Without limiting the representations made by Seller in provisions of Section 8.1 1.2, effective as of the Closing Date, Purchaser hereby irrevocably and absolutely waives its right to recover from, and forever releases and discharges, and covenants and/or duties that not to file or otherwise pursue any legal action against, Seller or its representatives undertake in accordance with this Contract (a violation Affiliates or any direct or indirect partner, member, manager, trustee, director, shareholder, controlling person, Affiliate, officer, attorney, employee, agent or broker of which shall not be covered by any of the release in this Section 7.1), Purchaser hereby waives, releases and forever discharges Seller and all of Seller’s affiliates, subsidiaries, officers, directors, shareholders, employees, independent contractors, partners, members, representatives, agentsforegoing, and attorneysany of their respective heirs, successors, personal representatives and assigns (each, a “Seller Party”, and the respective successors and assigns of all such parties (collectively collectively, the “Released Seller Parties”), and each of them, from ) with respect to any and all causes of actionsuits, actions, proceedings, investigations, demands, claims, assessmentsliabilities, fines, penalties, liens, judgments, losses, damages (compensatoryinjuries, punitive damages, settlement expenses or other), liabilities, obligations, reimbursements, costs and expenses of any whatever kind or nature, actual whether direct or contingent, present, futureindirect, known or unknown, suspected contingent or unsuspectedotherwise (including any action or proceeding brought or threatened or ordered by any Governmental Entity), including, without limitation, interest, penalties, fines, and attorneys’ and experts’ fees and expenses expenses, and investigation and remediation costs that may arise on account of or in any way be connected with the condition of any Property or any portion thereof as of the Closing Date (collectively, “Claims & LiabilitiesClaims”), whether caused by, arising from, or premised, in whole or in part, upon Seller’s acts or omissions, and notwithstanding that such acts or omissions are negligent or intentional, or premised in whole or in part on any theory of strict or absolute liability, which Purchaser, its successors or assigns or any subsequent purchaser of the Premises may have or incur in any manner or way connected with, arising from, or related to, the Premises, including, without limitation: , the physical, environmental and structural condition of any Property or any law or regulation applicable thereto, or any other matter relating to the use, presence, discharge or release of Hazardous Materials on, under, in, above or about any of the Properties; provided, however, the foregoing provision of this Section 1.3 shall not apply with respect to (i) the environmental condition any Claim by Purchaser against (y) any Seller Party for any act of that Seller Party that constitutes fraud, or (z) Seller for any breach of the Premisesrepresentations, warranties, covenants, or other agreements set forth in this Agreement or in any document or instrument delivered in connection herewith (including, without limitation, any closing document), subject, with respect to clause (z), to the extent applicable, to the limitations and conditions provided in Section 10.2 and the limitations set forth in Article XI (including, without limitation, Section 11.1 and Section 11.5), or (ii) actual Purchaser’s right to implead or alleged otherwise seek joinder of Seller with respect to any Claims brought against Purchaser by a third party unaffiliated with Purchaser (including a Governmental Entity) arising out of or relating to violations of environmental laws Environmental Laws existing prior to the Closing Date and for which Seller would be liable under applicable Law. For purposes of clarification, although Seller may be determined to have liability to third parties as part of the Claim in respect of which Seller is impleaded or regulations in connection with the Premises and/or joined by Purchaser, under no circumstances shall Purchaser (as distinguished from such third party) be entitled to any property conditions; contribution or other payment from Seller pursuant to clause (iiiii) latent (including, without limitation, any right to contribution under or patent defects in the Improvements; (iv) all matters pertaining pursuant to land use, zoning, permits, licenses, building codes, and similar matters; and (v) all the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as the same may have been or may be amended from time to time, (w) any other federal, state or local Law, now or hereafter in effect, that deals with or otherwise in any manner relates to, environmental matters pertaining to of any kind, (x) any regulations promulgated under (v) or (w), (y) the GSA Lease. Purchaser agreescommon law or (z) otherwise), represents and warrants that the matters released herein are not limited to matters which are known, disclosed, suspected or foreseeable, and Purchaser hereby waives any and all rights and benefits which it now has, or in the future may have, conferred upon Purchaser by virtue unless awarded as part of the provisions judgment in respect of any law the Claim to which would limit Seller was impleaded or detract from the foregoing general release of known and unknown claimsjoined.

Release of Seller. 7.1 Except for At the representations made by Seller in Section 8.1 and covenants and/or duties that Seller or its representatives undertake in accordance with this Contract (a violation of which shall not be covered by the release in this Section 7.1)Closing Date, Purchaser hereby waivesshall assume the risk that adverse matters, releases including but not limited to, construction defects and forever discharges adverse physical and environmental conditions, may not have been revealed by Purchaser’s investigations, and Purchaser (including anyone claiming through Purchaser, including its successors-in-interest and assigns) shall be deemed to have fully and irrevocably waived, relinquished and released Seller and all each of Seller’s affiliates, subsidiariesits employees, officers, directors, shareholders, employeesmembers, independent contractorsmanagers, partners, members, representatives, agents, and attorneys, and the respective affiliates, parent entities, subsidiaries, successors and assigns of assigns, and all such parties persons, firms, corporations and organizations acting on their behalf (collectively collectively, the “Released Parties”), ) from and each of them, from against any and all claims, demands, causes of action, claims, assessmentsaction (including causes of action in tort), losses, damages (compensatory, punitive or other)damages, liabilities, obligations, reimbursements, costs and expenses expenses, including reasonable attorneys’ fees (collectively, “Claims”), of any and every kind or naturecharacter, actual or contingent, present, future, whether known or unknown, suspected direct or unsuspectedindirect, includingforeseeable or unforeseeable, without limitation, interest, penalties, fines, and attorneys’ and experts’ fees and expenses (collectively, “Claims & Liabilities”), whether caused by, arising from, absolute or premised, in whole or in part, upon Seller’s acts or omissions, and notwithstanding that such acts or omissions are negligent or intentional, or premised in whole or in part on any theory of strict or absolute liabilitycontingent, which Purchaser, its successors or assigns or any subsequent purchaser of the Premises may might have or incur in any manner or way connected with, arising from, or related to, the Premises, including, without limitation: (i) the environmental condition of the Premises, (ii) actual asserted or alleged violations against the Released Parties at any time by reason of environmental laws or regulations in connection with the Premises and/or arising out of any property conditions; (iii) latent or patent construction defects in the Improvements; (iv) all matters pertaining to land useor physical conditions, zoning, permits, licenses, building codesviolations of any applicable laws, and similar matters; and (v) all matters pertaining to the GSA Lease. Purchaser agrees, represents and warrants that the matters released herein are not limited to matters which are known, disclosed, suspected or foreseeable, and Purchaser hereby waives any and all rights and benefits which it now hasother acts, omissions, events, circumstances or matters regarding the Property, except as expressly set forth otherwise in the future may havethis agreement. WITHOUT LIMITING THE SCOPE OR GENERALITY OF THE FOREGOING RELEASE AND WAIVER PROVISIONS, conferred upon Purchaser by virtue of the provisions of any law which would limit or detract from the foregoing general release of known and unknown claimsAND SUBJECT TO THE LIMITATIONS SET FORTH ABOVE, THOSE PROVISIONS SHALL SPECIFICALLY INCLUDE AND COVER (I) ANY CLAIM FOR OR RIGHT TO INDEMNIFICATION, CONTRIBUTION, SUBROGATION OR OTHER COMPENSATION, INCLUDING ANY CLAIM BASED ON OR ARISING UNDER ANY ENVIRONMENTAL LAW NOW OR HEREAFTER IN EFFECT, AND (II) ANY CLAIM FOR OR BASED ON TRESPASS, NUISANCE, WASTE, NEGLIGENCE, ULTRA-HAZARDOUS ACTIVITY, STRICT LIABILITY, INDEMNIFICATION, CONTRIBUTION OR OTHER THEORY ARISING UNDER THE COMMON LAW OF THE STATE OF ILLINOIS OR ARISING UNDER ANY APPLICABLE LAW NOW OR HEREAFTER IN EFFECT.

Release of Seller. 7.1 Except for the representations made (i) any claim of a breach by Seller of any of Seller’s warranties, representations, obligations or covenants set forth herein or in Section 8.1 any of the Closing Documents delivered by Seller at Closing, or (ii) with respect to any third party claims arising or otherwise pertaining to any period prior to the Closing, effective from and covenants and/or duties that Seller or after the Closing Buyer, on behalf of itself and its representatives undertake in accordance with this Contract (a violation of which shall not be covered by the release in this Section 7.1)successors and assigns, Purchaser hereby waiveswaives its right to recover from, and forever releases and forever discharges Seller and all of discharges, Seller, Seller’s affiliates, subsidiariespartners, trustees, beneficiaries, shareholders, members, managers, directors, officers, directors, shareholders, employees, independent contractors, partners, members, representatives, agents, employees and attorneys, and the respective successors and assigns agents of all such parties (collectively the “Released Parties”), and each of them, and their respective heirs, successors, personal representatives and assigns, from any and all causes of actiondemands, claims, assessmentslegal or administrative proceedings, losses, damages liabilities, damages, penalties, fines, liens, judgments, costs or expenses whatsoever (compensatoryincluding, punitive or otherwithout limitation, reasonable attorneys’ fees and costs), liabilities, obligations, reimbursements, costs and expenses of any kind whether direct or nature, actual or contingent, present, futureindirect, known or unknown, suspected foreseen or unsuspectedunforeseen, which Buyer may have at the Closing Date or which may arise in the future that may arise on account of or in any way be connected with the (a) the physical and environmental condition of the Property, including, without limitation, interestall structural and seismic elements; all mechanical, penaltieselectrical, finesplumbing, sewage, heating, ventilating, air conditioning and attorneys’ and experts’ fees and expenses (collectively, “Claims & Liabilities”), whether caused by, arising from, or premised, in whole or in part, upon Seller’s acts or omissions, and notwithstanding that such acts or omissions are negligent or intentional, or premised in whole or in part on any theory of strict or absolute liability, which Purchaser, its successors or assigns or any subsequent purchaser of the Premises may have or incur in any manner or way connected with, arising from, or related to, the Premises, including, without limitation: (i) other systems; the environmental condition of the PremisesProperty and Hazardous Substances on, (ii) actual under or alleged violations of environmental laws or regulations in connection with about the Premises and/or any property conditions; (iii) latent or patent defects in the Improvements; (iv) all matters pertaining to land use, zoning, permits, licenses, building codesProperty, and similar matters; and (vb) all matters pertaining Environmental Laws as applicable to the GSA physical and environmental condition of the Property. The provisions of this Section 7.3 shall survive the Closing subject only to the applicable statute of limitations; provided, however, nothing contained in this Section 7.3 shall be deemed to limit the obligations of the parties to the Lease. Purchaser agrees, represents Buyer acknowledges that Buyer is represented by counsel and warrants that Buyer understands the matters released herein are not limited to matters which are known, disclosed, suspected or foreseeable, significance of executing this Agreement and Purchaser the general release of claims set forth above. Buyer has read and has been fully advised of the contents of Section 1542 of the Civil Code of the State of California and Buyer hereby expressly waives any and all rights and the benefits and protections of California Civil Code Section 1542, which it now hasreads as follows: 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, or in IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. Seller advises that this release and waiver was a material consideration for Seller’s execution of this Agreement and that Seller would not have executed this Agreement without Buyer’s agreement to this release and waiver. The foregoing release and waiver shall survive the future may haveClosing subject only to the applicable statute of limitations. /s/ JNC, conferred upon Purchaser by virtue of the provisions of any law which would limit or detract from the foregoing general release of known and unknown claims./s/ MAT /s/ CW Buyer’s Initials Seller’s Initials

Release of Seller. 7.1 Except Purchaser for the representations made by Seller in Section 8.1 itself and covenants and/or duties that Seller or each of its representatives undertake in accordance with this Contract (a violation of which shall not be covered by the release in this Section 7.1)present and future directors, Purchaser hereby waivesmembers, releases and forever discharges Seller and all of Seller’s shareholders, officers, employees, agents, parties, affiliates, representatives, attorneys, subsidiaries, officersparent and affiliated corporations, directorspredecessors, shareholders, employees, independent contractors, partners, members, representatives, agentssuccessors, and attorneysassigns (collectively, and the respective successors and assigns of all such parties (collectively the “Released Parties”"Purchaser-Related Entities"), hereby fully and each of themirrevocably releases, acquits and discharges the Seller Indemnified Parties from any and all causes of actionLosses, claims, assessments, losses, damages (compensatory, punitive or other), liabilities, obligations, reimbursements, costs and expenses of any kind or nature, actual or contingent, present, future, whether known or unknown, suspected existing or unsuspectedpotential, which Purchaser or the Purchaser-Related Entities have or assert or hereafter may have or assert, against any of the Seller Indemnified Parties by reason of any purported act or omission on the part of any of the Seller Indemnified Parties occurring prior to the Closing, which Losses are based upon, arise out of, or are in any way connected with any of the following (each, a "Claim" and collectively, the "Claims"): (i) the condition, status, quality, nature, contamination or environmental state of the Property; (ii) any violation of, noncompliance with, or enforcement of applicable laws, regulations or ordinances with respect to the Property; or (iii) any use, generation, storage, release, threatened release, discharge, disposal, or presence of any "Hazardous Materials" (defined below) on, under, or about the Property or, to the extent affecting the Property, any property in the vicinity of the Property; provided however, nothing contained in this Section shall release Seller from Seller's representations and warranties set forth in this Agreement, or Seller's fraud. The term "Hazardous Materials" means and includes flammable explosives, petroleum (including crude oil), radioactive materials, hazardous wastes, toxic substances or related materials, including, without limitation, interestany substances defined as or included in the definition of toxic or hazardous substances, penaltieswastes or materials under any federal or applicable state or local laws, finesordinances or regulations dealing with or otherwise pertaining to toxic or hazardous substances, and attorneys’ and experts’ fees and expenses wastes, or materials (collectively, “Claims & Liabilities”"Hazardous Substances Laws"), whether caused by, arising from, or premised, in whole or in part, upon Seller’s acts or omissions, and notwithstanding that such acts or omissions are negligent or intentional, or premised in whole or in part on any theory of strict or absolute liability, which Purchaser, its successors or assigns or any subsequent purchaser of the Premises may have or incur in any manner or way connected with, arising from, or related to, the Premises, including, without limitation: (i) the environmental condition of the Premises, (ii) actual or alleged violations of environmental laws or regulations in connection with the Premises and/or any property conditions; (iii) latent or patent defects in the Improvements; (iv) all matters pertaining to land use, zoning, permits, licenses, building codes, and similar matters; and (v) all matters pertaining to the GSA Lease. Purchaser agrees, represents and warrants that the matters released herein are not limited to matters which are known, disclosed, suspected or foreseeable, and Purchaser hereby waives any and all rights and benefits which it now has, or in the future may have, conferred upon Purchaser by virtue of the provisions of any law which would limit or detract from the foregoing general release of known and unknown claims.

Release of Seller. 7.1 Except (i) As a material inducement to HCL to enter into this Agreement and the other Transaction Documents and to consummate the transactions contemplated hereby and thereby, effective as of the Closing, if HCL is the Seller, the Company for the representations made by Seller in Section 8.1 itself, and covenants and/or duties that Seller or on behalf of its representatives undertake in accordance with this Contract (a violation of which shall not be covered by the release in this Section 7.1)Group members and their respective present and former managers, Purchaser hereby waives, releases and forever discharges Seller and all of Seller’s affiliates, subsidiariesdirectors, officers, directors, shareholders, employees, independent contractorsAffiliates (other than the PSC Group), partners, membersassociates, representatives, agents, and attorneys, and the respective administrators, successors and assigns of all such parties (collectively collectively, the “Released "Company Releasing Parties”)") hereby fully, irrevocably and unconditionally releases and forever discharges and, in the event there is any claim by any Company Releasing Party, agrees to hold harmless Seller, its Group members and each of themtheir respective present and former equity holders, predecessors, successors and assigns and, except to the extent limited by the Release Limitations, their respective present and former managers, directors, officers, employees, Affiliates (other than the Company Group), consultants, associates, representatives, agents and administrators (all such released parties collectively, the "Seller Released Parties") from any and all liabilities, obligations, claims, demands, actions, causes of action, claims, assessments, losses, damages (compensatorycontingencies, punitive or other)damages, liabilitiescosts, obligationsexpenses, reimbursements, including court costs and expenses attorney's fees, acts, promises and Contracts of any every kind or nature, actual or contingent, present, futurecharacter, known or unknown, suspected or unsuspected, fixed or contingent, whether under state, federal, local or foreign Law, the common law, or otherwise (collectively "Released Claims"), that the Company Releasing Parties may have or claim to have against any of the Seller Released Parties, including, without limitation, interest, penalties, fines, and attorneys’ and experts’ fees and expenses any Released Claims arising out of or relating to Seller's (collectively, “Claims & Liabilities”or any member of Seller's Group) status as a stockholder of the Company or the Seller's (or any member of Seller's Group's) participation (directly or indirectly), whether caused by, arising from, or premisedif any, in whole or in part, upon Seller’s acts or omissions, and notwithstanding that such acts or omissions are negligent or intentional, or premised in whole or in part on any theory the management of strict or absolute liability, which Purchaser, its successors or assigns the Company Group or any subsequent purchaser member of the Premises may have or incur in any manner or way connected with, arising from, or related toCompany Group, the PremisesHCL Estopped Claims, use of Company Group personnel for commercial purposes for the sole benefit of the Seller Group, loss of Company Group corporate opportunity as a result of Seller Group actions, including, without limitation: (i) , through the environmental condition use of the PremisesConfidential Information of the Company Group, and any unlawful or fraudulent actions under any Law that occurred prior to November 3, 2003; provided, that, subject to the last sentence of this Section 6.13(a)(i), the foregoing will not release, waive or prejudice any rights that the Company (or any Company Group member) may have (1) under the HCL Group Agreements (except for the HCL Estopped Claims) or this Agreement, (ii2) actual in respect of the theft or alleged violations misappropriation of environmental laws physical, tangible assets of the Company Group by any Seller Released Party ("HCL Seller Party Theft"), (3) in respect of any claim from a Person other than a Company Releasing Party or regulations in connection with the Premises and/or any property conditionsa PSC Releasing Party ("HCL Seller Third Person Claim"); (iii4) latent in respect of any activities by any Seller Released Party during the period from November 15, 2002 through November 3, 2003 that constitutes fraud or patent defects is unlawful under New York law (and not under the laws of any other jurisdiction that would apply under any conflict of laws rule or principle or any treaty) and that involve direct (but excluding indirect and consequential) financial damages in the Improvements; (iv) all matters pertaining to land use, zoning, permits, licenses, building codes, and similar mattersan aggregate amount in excess of $2,000,000; and (v5) all matters pertaining to in respect of any activity by any Seller Released Party during the GSA Leaseperiod from November 4, 2003 through the Closing Date that constitutes fraud or is unlawful under any Law. Purchaser agrees, represents and warrants that the matters released herein are not limited to matters which are known, disclosed, suspected or foreseeable, and Purchaser hereby waives any and all rights and benefits which it now has, or in the future may have, conferred upon Purchaser by virtue of Notwithstanding the provisions of Section 8.4, the right of any law which would limit or detract from Company Releasing Party to bring a claim for HCL Seller Party Theft and HCL Seller Third Person Claims will survive only until the expiration of the statute of limitations applicable to such claim, and the right of any Company Releasing Party to bring a claim under the foregoing general release clause (4) will survive only until the first anniversary of known the Closing Date, and unknown claimsthereafter the rights referenced in this sentence automatically will expire and terminate.

Release of Seller. 7.1 Except Each of the SPAC and Buyer, for itself and each of its direct and indirect affiliates, parent corporations, subsidiaries, subdivisions, successors, predecessors, members, shareholders and assigns (collectively the representations made by Seller in Section 8.1 “SPAC and covenants and/or duties that Seller or its representatives undertake in accordance with this Contract (a violation of which shall not be covered by the release in this Section 7.1Buyer Releasors”), Purchaser hereby waives(i) releases, releases acquits and forever discharges the resigning directors and officer listed on Schedules II(a) and II (b) and Seller and all each of Seller’s its direct and indirect affiliates, parents, subsidiaries, subdivisions, successors, predecessors, members, shareholders, and assigns, and their present and former officers, directors, shareholderslegal representatives, employees, independent contractors, partners, members, representatives, agents, agents and attorneys, and the respective their heirs, executors, administrators, trustees, successors and assigns of all such (the parties (collectively so released, herein each a “Seller Releasee” and collectively, the “Released PartiesSeller Releasees”), ) of and each of them, from any and all causes of actionactions, claims, assessmentssuits, liens, losses, damages (compensatorydamages, punitive or other)judgments, demands, liabilities, rights, obligations, reimbursementscosts, costs expenses, and expenses attorneys’ fees of any kind or every nature, actual kind and description whatsoever, at law or contingentin equity, presentwhether individual, futureclass or derivative in nature, whether based on federal, state or foreign law or right of action, mature or unmatured, accrued or not accrued, known or unknown, suspected fixed or unsuspectedcontingent, includingwhich the SPAC and Buyer Releasors ever had, without limitationnow have or hereafter can, interest, penalties, fines, and attorneys’ and experts’ fees and expenses shall or may have against any Seller Releasees relating to the SPAC that accrued or may have accrued prior to the date hereof (collectively, “Claims & LiabilitiesSeller Released Claims”)) and (b) covenants not to institute, whether caused bymaintain or prosecute any action, claim, suit, complaint, proceeding or cause of action or any kind to enforce any of Seller Released Claims; provided that nothing contained in this Section 8.14(a) shall release, waive, discharge, relinquish or otherwise affect the rights or obligations of any Person with respect to claims involving (x) Fraud, (y) gross negligence and (z) willful misconduct of a Seller Releasee with regard to any representation or warranty or the breach of any covenant of a Seller Releasee under this Agreement or the Ancillary Documents. In any litigation arising fromfrom or related to an alleged breach of this Section, this Agreement may be pleaded as a defense, counterclaim or premised, in whole or in part, upon Seller’s acts or omissionscrossclaim, and notwithstanding shall be admissible into evidence. Each SPAC and Buyer Releasor expressly covenants and agrees that such acts or omissions are negligent or intentional, or premised the release granted by it in whole or this Section shall be binding in part on any theory of strict or absolute liability, which Purchaser, its successors or assigns or any subsequent purchaser all respects upon the SPAC and Buyer Releasors and shall inure to the benefit of the Premises may have or incur in any manner or way connected with, arising from, or related to, the Premises, including, without limitation: (i) the environmental condition successors and assigns of the Premises, (ii) actual or alleged violations of environmental laws or regulations in connection with the Premises and/or any property conditions; (iii) latent or patent defects in the Improvements; (iv) all matters pertaining to land use, zoning, permits, licenses, building codesSeller Releasees, and similar matters; and (v) all matters pertaining agrees that the Seller Releasees shall have no further liabilities or obligations to the GSA LeaseSPAC and Buyer Releasors, except as provided in this Agreement. Purchaser agrees, represents and warrants that the matters released herein are not limited to matters which are known, disclosed, suspected or foreseeable, and Purchaser hereby waives any and all rights and benefits which it now has, or in the future may have, conferred upon Purchaser by virtue of the provisions of any law which would limit or detract Excluded from the foregoing general release releases are any claims relating to or arising from the enforcement of known and unknown claimsthis Agreement.

Release of Seller. 7.1 Except for Buyer, on behalf of itself, its successors, assigns and affiliates, and any Person claiming by, through or under Buyer (collectively, the representations made by Seller in Section 8.1 and covenants and/or duties that Seller or its representatives undertake in accordance with this Contract (a violation of which shall not be covered by the release in this Section 7.1“Releasing Parties”), Purchaser hereby waives, releases and forever discharges Seller and all affiliates of, and any holders of any direct or indirect interest in (including, without limitation, all certificate holders) Seller, and Seller’s affiliates, subsidiaries, officers, directors, shareholders, members, principals, managers, employees, independent contractors, partners, members, representatives, agents, servicers, operating advisors, other advisors and attorneysconsultants, predecessors, successors and assigns, and the respective successors and assigns of all Persons acting on their behalf (all such parties (Persons being collectively referred to as the “Released Parties”), of and each of them, from any and all causes of action, claims, assessmentsdemands, losses, damages (compensatory, punitive or other)obligations, liabilities, obligationsindebtedness, reimbursementsbreaches of contract, costs breaches of duty or any relationship, acts, omissions, misfeasance, malfeasance, judgments, debts, controversies, damages, costs, losses and expenses expenses, and remedies of whatsoever kind and nature that Buyer or any kind other Releasing Party has or naturemay in the future have against Seller or any other Released Parties, actual and in any manner on account of, arising out of or contingentrelated (directly or indirectly) to the transactions contemplated by this Agreement, presentany Obligor, futurethe Loan, the Loan Documents, the Loan File and the Collateral, whether known or unknown, past, present or future, latent or patent, suspected or unsuspected, anticipated or unanticipated) (the “Released Matters”); provided, however, that the Released Matters shall not include, and Buyer does not release Seller or any Released Party from, any claims or causes of action arising by reason of Seller’s breach of this Agreement (including, without limitation, interestany breach of the Seller’s Representations). The foregoing waiver and release includes claims of which the Releasing Parties are presently unaware or which the Releasing Parties do not presently suspect to exist which, penaltiesif known by the Releasing Parties, fineswould materially affect the Releasing Parties’ release of the Released Parties, and attorneys’ including without limitation any and experts’ fees and expenses (collectivelyall claims that are direct and/or indirect, “Claims & Liabilities”), whether caused by, arising fromcontingent or matured, or premisedof whatever kind or nature, in whole for or because of any matter or things done, omitted or permitted to be done by any of the Released Parties, at law or in partequity. Buyer on behalf of itself and each other Releasing Parties (a) understands, upon Seller’s acts acknowledges and agrees that the waiver and release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against or omissionsdismissal of any action, and notwithstanding suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release, (b) agrees that such acts or omissions are negligent or intentionalno fact, event, circumstance, evidence, or premised in whole transaction which could now be asserted or in part on any theory of strict or absolute liability, which Purchaser, its successors or assigns or any subsequent purchaser of the Premises may have or incur hereafter be discovered shall affect in any manner or way connected withthe final, arising from, or related to, the Premises, including, without limitation: (i) the environmental condition absolute and unconditional nature of the Premiseswaiver and release set forth above, (iic) actual or alleged violations of environmental laws or regulations in connection with the Premises and/or any property conditions; (iii) latent or patent defects in the Improvements; (iv) all matters pertaining to land use, zoning, permits, licenses, building codes, and similar matters; and (v) all matters pertaining to the GSA Lease. Purchaser agrees, represents and warrants that the each realizes and acknowledges that factual matters released herein are not limited now unknown to matters them may have given or may hereafter give rise to causes of action, claims, demands, debts, controversies, damages, costs, losses and expenses which are knownpresently unknown, disclosed, suspected or foreseeableunanticipated and unsuspected, and Purchaser each further agrees, represents and warrants that this release has been negotiated and agreed upon in light of that realization and that the Releasing Parties nevertheless hereby waives intend to release, discharge and acquit the Released Parties from any and all rights such unknown causes of action, claims, demands, debts, controversies, damages, costs, losses and benefits expenses which it now hasin any way arise out of, are connected with, or relate to, any Obligor, the Loan, the Loan Documents, the Collateral or any remedial action taken by Seller in connection therewith. It is hereby further understood and agreed that the future may haveacceptance of delivery of this Agreement by the Seller shall not be deemed or construed as an admission of liability by any party released by the terms hereof, conferred upon Purchaser by virtue and Seller on behalf of itself and each such other party hereby expressly denies liability of any nature whatsoever arising from or related to the subject of the provisions foregoing release. Buyer hereby represents and warrants that (i) it owns all of the purported claims, rights, demands and causes of action that are being released by the foregoing release and that no other Person has any interest in said claims, rights, demands or causes of action whether by reason of any law which would limit contract or detract from dealing with the Releasing Parties or otherwise, and (ii) Buyer has not assigned to any other Person all or any part of such claims, rights, demands or causes of action. Buyer hereby acknowledges, represents and warrants that it has had advice of counsel of its own choosing in negotiations for and the preparation of the foregoing general release, that it has read the foregoing release or has had the same read to it by its counsel, that it has had the within release fully explained by such counsel, and that it is fully aware of known its contents and unknown claimslegal effect.

Release of Seller. 7.1 Except (a) Without limiting the provisions of Section 1.4, Purchaser, for the representations made by Seller in Section 8.1 itself and any of its successors and assigns and their Affiliates, hereby irrevocably and absolutely waives its right to recover from, and forever releases and discharges, and covenants and/or duties that not to file or otherwise pursue any legal action against, any of Seller or its representatives undertake in accordance with this Contract (a violation Subsidiaries or their respective Affiliates or any direct or indirect partner, member, manager, trustee, director, shareholder, controlling person, Affiliate, officer, attorney, employee, agent or broker of which shall not be covered by any of the release in this Section 7.1), Purchaser hereby waives, releases and forever discharges Seller and all of Seller’s affiliates, subsidiaries, officers, directors, shareholders, employees, independent contractors, partners, members, representatives, agentsforegoing, and attorneysany of their respective heirs, successors, personal representatives and assigns (each, a "Seller Party", and collectively, the respective successors and assigns of all such parties (collectively the “Released "Seller Parties”), and each of them, from ") with respect to any and all causes of actionsuits, actions, proceedings, investigations, demands, claims, assessmentsliabilities, fines, penalties, liens, judgments, losses, damages (compensatoryinjuries, punitive damages, settlement expenses or other), liabilities, obligations, reimbursements, costs and expenses of any whatever kind or nature, actual whether direct or contingent, present, futureindirect, known or unknown, suspected contingent or unsuspectedotherwise (including any action or proceeding brought or threatened or ordered by any Governmental Entity), including, without limitation, interest, penalties, finesattorneys' and experts' fees and expenses, and attorneys’ investigation and experts’ fees and expenses remediation costs that may arise on account of or in any way be connected with the Real Estate Business, any Partnership Interest or any Property or any portion thereof (collectively, “Claims & Liabilities”"Claims"), whether caused by, arising from, or premised, in whole or in part, upon Seller’s acts or omissions, and notwithstanding that such acts or omissions are negligent or intentional, or premised in whole or in part on any theory of strict or absolute liability, which Purchaser, its successors or assigns or any subsequent purchaser of the Premises may have or incur in any manner or way connected with, arising from, or related to, the Premises, including, without limitation: , the physical, environmental and structural condition of any Property or any law or regulation applicable thereto, or any other matter relating to the use, presence, discharge or release of Hazardous Materials on, under, in, above or about any of the Properties; provided, however, the foregoing provision of this Section 1.5 shall not apply with respect to any Claim by Purchaser against (i) the environmental condition any Seller Party for any act of the Premisesthat Seller Party that constitutes fraud, (ii) actual Seller or alleged violations any of environmental laws its Subsidiaries for any breach of the representations, warranties or regulations covenants set forth in connection with this Agreement, subject to the Premises and/or any property conditions; limitations and conditions provided in Sections 10.2, 11.5 and 11.6, if applicable, or (iii) latent Seller for its obligations under this Agreement including, without limitation, Sections 2.4 and 11.2. In addition, Purchaser covenants and agrees to, and where applicable hereby does, release, defend, indemnify and hold harmless each of the Seller Parties and their respective Affiliates from and against any Claims to the extent relating to any Hazardous Materials that may be placed, located or patent defects released on or at any Property after the Closing Date and during the period of Purchaser's (or any of its Affiliates') ownership. Purchaser's indemnity obligation set forth in the Improvements; immediately preceding sentence shall be limited to its interest in all of the Purchased Assets. None of Purchaser, its Affiliates or their respective successors or assigns will be required to indemnify, defend or hold harmless any Seller Party from any Claims threatened, asserted or commenced against any Seller Party by any other Person (ivincluding, without limitation, any Governmental Entity) all matters pertaining to land use, zoning, permits, licenses, building codes, and similar matters; and (v) all matters pertaining to the GSA Lease. extent, if any, that such Claim seeks recovery for harm suffered due to Hazardous Materials placed, located or released on or at any Property before the Closing or prior to, from or after the Closing with respect to any "offsite" Hazardous Materials migrating to the Property; provided, however, Purchaser agrees, represents and warrants (but not Seller or any Subsidiary) will be responsible for remediating any such Hazardous Materials at the Property to the extent that the matters released herein are not limited to matters which are known, disclosed, suspected owner or foreseeable, and Purchaser hereby waives any and all rights and benefits which it now has, or in the future may have, conferred upon Purchaser by virtue prior owner of the provisions of any law which would limit or detract from the foregoing general release of known and unknown claimsProperty is responsible for such remediation.

Release of Seller. 7.1 Except Purchaser for the representations made by Seller in Section 8.1 itself and covenants and/or duties that Seller or each of its representatives undertake in accordance with this Contract (a violation of which shall not be covered by the release in this Section 7.1)present and future directors, Purchaser hereby waivesmembers, releases and forever discharges Seller and all of Seller’s shareholders, officers, employees, agents, parties, affiliates, representatives, attorneys, subsidiaries, officersparent and affiliated corporations, directorspredecessors, shareholders, employees, independent contractors, partners, members, representatives, agentssuccessors, and attorneysassigns (collectively, and the respective successors and assigns of all such parties (collectively the “Released Parties”"PURCHASER-RELATED ENTITIES"), hereby fully and each of themirrevocably releases, acquits and discharges the Seller Indemnified Parties from any and all causes of actionLosses, claims, assessments, losses, damages (compensatory, punitive or other), liabilities, obligations, reimbursements, costs and expenses of any kind or nature, actual or contingent, present, future, whether known or unknown, suspected existing or unsuspectedpotential, which Purchaser or the Purchaser-Related Entities have or assert or hereafter may have or assert, against any of the Seller Indemnified Parties by reason of any purported act or omission on the part of any of the Seller Indemnified Parties occurring prior to the Closing, which Losses are based upon, arise out of, or are in any way connected with any of the following (each, a "CLAIM" and collectively, the "CLAIMS"): (i) the condition, status, quality, nature, contamination or environmental state of the Property; (ii) any violation of, noncompliance with, or enforcement of applicable laws, regulations or ordinances with respect to the Property; or (iii) any use, generation, storage, release, threatened release, discharge, disposal, or presence of any "Hazardous Materials" (defined below) on, under, or about the Property or, to the extent affecting the Property, any property in the vicinity of the Property; provided however, nothing contained in this Section shall release Seller from Seller's representations and warranties set forth in this Agreement, or Seller's fraud. The term "HAZARDOUS MATERIALS" means and includes flammable explosives, petroleum (including crude oil), radioactive materials, hazardous wastes, toxic substances or related materials, including, without limitation, interestany substances defined as or included in the definition of toxic or hazardous substances, penaltieswastes or materials under any federal or applicable state or local laws, finesordinances or regulations dealing with or otherwise pertaining to toxic or hazardous substances, and attorneys’ and experts’ fees and expenses wastes, or materials (collectively, “Claims & Liabilities”"HAZARDOUS SUBSTANCES LAWS"), whether caused by, arising from, or premised, in whole or in part, upon Seller’s acts or omissions, and notwithstanding that such acts or omissions are negligent or intentional, or premised in whole or in part on any theory of strict or absolute liability, which Purchaser, its successors or assigns or any subsequent purchaser of the Premises may have or incur in any manner or way connected with, arising from, or related to, the Premises, including, without limitation: (i) the environmental condition of the Premises, (ii) actual or alleged violations of environmental laws or regulations in connection with the Premises and/or any property conditions; (iii) latent or patent defects in the Improvements; (iv) all matters pertaining to land use, zoning, permits, licenses, building codes, and similar matters; and (v) all matters pertaining to the GSA Lease. Purchaser agrees, represents and warrants that the matters released herein are not limited to matters which are known, disclosed, suspected or foreseeable, and Purchaser hereby waives any and all rights and benefits which it now has, or in the future may have, conferred upon Purchaser by virtue of the provisions of any law which would limit or detract from the foregoing general release of known and unknown claims.C.

Release of Seller. 7.1 Except Each of SPAC and Buyer, for itself and each of its direct and indirect affiliates, parent corporations, subsidiaries, subdivisions, successors, predecessors, members, shareholders and assigns (collectively the representations made by Seller in Section 8.1 “SPAC and covenants and/or duties that Seller or its representatives undertake in accordance with this Contract (a violation of which shall not be covered by the release in this Section 7.1Buyer Releasors”), Purchaser hereby waives(i) releases, releases acquits and forever discharges the resigning directors and officer listed on Schedule I and each Seller and all each of Seller’s its direct and indirect affiliates, parents, subsidiaries, subdivisions, successors, predecessors, members, shareholders, and assigns, and their present and former officers, directors, shareholderslegal representatives, employees, independent contractors, partners, members, representatives, agents, agents and attorneys, and the respective their heirs, executors, administrators, trustees, successors and assigns of all such (the parties (collectively so released, herein each a “Seller Releasee” and collectively, the “Released PartiesSeller Releasees”), ) of and each of them, from any and all causes of actionactions, claims, assessmentssuits, liens, losses, damages (compensatorydamages, punitive or other)judgments, demands, liabilities, rights, obligations, reimbursementscosts, costs expenses, and expenses attorneys’ fees of any kind or every nature, actual kind and description whatsoever, at law or contingentin equity, presentwhether individual, futureclass or derivative in nature, whether based on federal, state or foreign law or right of action, mature or unmatured, accrued or not accrued, known or unknown, suspected fixed or unsuspectedcontingent, includingwhich the SPAC and Buyer Releasors ever had, without limitationnow have or hereafter can, interest, penalties, fines, and attorneys’ and experts’ fees and expenses shall or may have against any Seller Releasees relating to the SPAC that accrued or may have accrued prior to the date hereof (collectively, the “Claims & LiabilitiesSeller Released Claims”), whether caused by, arising from, or premised, in whole or in part, upon Seller’s acts or omissions, ) and notwithstanding that such acts or omissions are negligent or intentional, or premised in whole or in part on any theory of strict or absolute liability, which Purchaser, its successors or assigns or any subsequent purchaser of the Premises may have or incur in any manner or way connected with, arising from, or related to, the Premises, including, without limitation: (i) the environmental condition of the Premises, (ii) actual covenants not to institute, maintain or alleged violations prosecute any action, claim, suit, complaint, proceeding or cause of environmental laws action or regulations any kind to enforce any of the Seller Released Claims; provided that nothing contained in this Section 7.14(a) shall release, waive, discharge, relinquish or otherwise affect the rights or obligations of any Person with respect to claims involving (x) Fraud, and (y) the breach of any representation or warranty or the breach of any covenant of a Seller Releasee under this Agreement or the Ancillary Documents or any other continuing agreements between such Seller Releasee and the SPAC; provided, further, that none of the SPAC and Buyer Releasors shall be entitled to recovery for any Losses sustained as a result of, in connection with or relating to such breaches of this Agreement (or any Ancillary Documents) unless and until the Premises and/or amount of all such Losses exceeds $100,000. In any property conditions; (iii) latent litigation arising from or patent defects in the Improvements; (iv) all matters pertaining related to land usean alleged breach of this Section, zoningthis Agreement may be pleaded as a defense, permits, licenses, building codescounterclaim or crossclaim, and similar matters; shall be admissible into evidence. Each SPAC and (v) Buyer Releasor expressly covenants and agrees that the release granted by it in this Section shall be binding in all matters pertaining respects upon the SPAC and Buyer Releasors and shall inure to the GSA Lease. Purchaser agreesbenefit of the successors and assigns of the Seller Releasees, represents and warrants agrees that the matters released herein are not limited Seller Releasees shall have no further liabilities or obligations to matters which are knownthe SPAC and Buyer Releasors, disclosed, suspected or foreseeable, and Purchaser hereby waives any and all rights and benefits which it now has, or except as provided in the future may have, conferred upon Purchaser by virtue of the provisions of any law which would limit or detract this Agreement. Excluded from the foregoing general release releases are any claims relating to or arising from the enforcement of known and unknown claimsthis Agreement.