Common use of Seller Release Clause in Contracts

Seller Release. (A) EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR IN THE CLOSING DOCUMENTS, SELLERS, ON BEHALF OF THEMSELVES AND THEIR PARTNERS, MEMBERS, TRUSTEES, DIRECTORS, OFFICERS, EMPLOYEES, REPRESENTATIVES, PROPERTY MANAGERS, ASSET MANAGERS, AGENTS, ATTORNEYS, AFFILIATES AND RELATED ENTITIES, HEIRS, SUCCESSORS, AND ASSIGNS (COLLECTIVELY, THE “SELLER RELEASORS”) HEREBY AGREE THAT (1) EACH JOINT VENTURE ENTITY, WHOLLY OWNED ENTITY AND SUBSIDIARY SHALL BE, AND ARE HEREBY, FULLY AND FOREVER RELEASED AND DISCHARGED FROM ANY AND ALL CLAIMS, WHETHER DIRECT OR INDIRECT, KNOWN OR UNKNOWN, FORESEEN OR UNFORESEEN, IN LAW OR IN EQUITY, THAT THE SELLER RELEASORS MAY HAVE AGAINST ANY JOINT VENTURE ENTITY, WHOLLY OWNED ENTITY OR SUBSIDIARY, NOW OR IN THE FUTURE AND (2) BUYER, AND EACH OF BUYER’S PARTNERS, MEMBERS, TRUSTEES, DIRECTORS, OFFICERS, EMPLOYEES, REPRESENTATIVES, PROPERTY MANAGERS, ASSET MANAGERS, AGENTS, ATTORNEYS, AFFILIATES AND RELATED ENTITIES, HEIRS, SUCCESSORS, AND ASSIGNS (COLLECTIVELY, THE “BUYER RELEASEES”) SHALL BE, AND ARE HEREBY, FULLY AND FOREVER RELEASED AND DISCHARGED FROM ANY AND ALL CLAIMS, WHETHER DIRECT OR INDIRECT, KNOWN OR UNKNOWN, FORESEEN OR UNFORESEEN, THAT MAY ARISE ON ACCOUNT OF OR IN ANY WAY BE CONNECTED WITH THE ASSETS, THE PROPERTIES, THE ELAN LOAN DOCUMENTS, THE MIRAMONTE LOAN DOCUMENTS, THE ARROWHEAD LOAN DOCUMENTS, THE AFFILIATE LOAN DOCUMENTS, THE JUNIPER RIDGE LOAN DOCUMENTS, THE XXXXXX’X PRESERVE LOAN DOCUMENTS, CONTRACTS, MANAGEMENT AGREEMENTS, LEASING AGREEMENTS, THE SUBSIDIARY AGREEMENTS OR THE JOINT VENTURE AGREEMENTS, INCLUDING, WITHOUT LIMITATION, THE PHYSICAL, ENVIRONMENTAL AND STRUCTURAL CONDITION OF THE ASSETS OR THE PROPERTIES OR ANY LAW OR REGULATION APPLICABLE THERETO, INCLUDING, WITHOUT LIMITATION, ANY CLAIM OR MATTER (REGARDLESS OF WHEN IT FIRST APPEARED) RELATING TO OR ARISING FROM (I) THE PRESENCE OF ANY ENVIRONMENTAL PROBLEMS, OR THE USE, PRESENCE, STORAGE, RELEASE, DISCHARGE, OR MIGRATION OF HAZARDOUS MATERIALS ON, IN, UNDER OR AROUND THE PROPERTIES REGARDLESS OF WHEN SUCH HAZARDOUS MATERIALS WERE FIRST INTRODUCED IN, ON OR ABOUT THE PROPERTIES, (II) ANY PATENT OR LATENT DEFECTS OR DEFICIENCIES WITH RESPECT TO THE ASSETS, AND (III) ANY AND ALL MATTERS RELATED TO THE ASSETS OR ANY PORTION THEREOF; Table of Contents PROVIDED, HOWEVER, THAT IN NO EVENT SHALL ANY BUYER RELEASEE, JOINT VENTURE ENTITY, WHOLLY OWNED ENTITY OR SUBSIDIARY BE RELEASED FROM ANY CLAIMS ARISING FROM THE BREACH OF, OR PURSUANT TO THE INDEMNIFICATION OBLIGATIONS SET FORTH IN, THE EXPRESS PROVISIONS OF THIS AGREEMENT OR IN THE CLOSING DOCUMENTS; PROVIDED, FURTHER, THAT IN NO EVENT SHALL BUYER RELEASEE BE RELEASED FROM ANY CLAIM IN THE EVENT OF ACTUAL FRAUD BY ANY BUYER RELEASEE.

Seller Release. (A) EXCEPT EFFECTIVE AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR IN OF THE CLOSING DOCUMENTSCLOSING, SELLERSSELLER DOES FOR ITSELF, ON BEHALF OF THEMSELVES AND ITS AFFILIATES, AND THEIR PARTNERSRESPECTIVE STOCKHOLDERS, MEMBERSSUCCESSORS AND ASSIGNS (the “RELEASING PARTIES”) HEREBY UNCONDITIONALLY, TRUSTEESIRREVOCABLY AND FOREVER RELEASE AND ABSOLUTELY DISCHARGE THE ALON ENTITIES AND THEIR SUBSIDIARIES AND THEIR RESPECTIVE PAST AND PRESENT OFFICERS, DIRECTORS, OFFICERS, EMPLOYEES, REPRESENTATIVESADVISORS AND AGENTS (EACH, PROPERTY MANAGERS, ASSET MANAGERS, AGENTS, ATTORNEYS, AFFILIATES AND RELATED ENTITIES, HEIRS, SUCCESSORS, AND ASSIGNS (COLLECTIVELY, THE A “SELLER RELEASORSRELEASED PARTY”) HEREBY AGREE THAT (1) EACH JOINT VENTURE ENTITY, WHOLLY OWNED ENTITY FROM AND SUBSIDIARY SHALL BE, AND ARE HEREBY, FULLY AND FOREVER AGAINST ALL RELEASED AND DISCHARGED FROM MATTERS. “RELEASED MATTERS” MEANS ANY AND ALL CLAIMS, WHETHER DIRECT DEMANDS, DAMAGES, DEBTS, COSTS, EXPENSES AND ANY OTHER ADVERSE CONSEQUENCES OR INDIRECTLIABILITIES OR OBLIGATIONS OF ANY KIND WHATSOEVER (INCLUDING ANY CLAIM TO ACT OR FAILURE TO ACT THAT CONSTITUTES ORDINARY OR GROSS NEGLIGENCE OR RECKLESS OR WILLFUL, KNOWN WANTON MISCONDUCT) (BUT EXCLUDING THE OBLIGATIONS OF ALON USA PURSUANT THAT CERTAIN REGISTRATION RIGHTS AGREEMENT BETWEEN ALON USA AND SELLER DATED JULY 6, 2005) THAT THE RELEASING PARTIES NOW HAVE, OR UNKNOWNAT ANY TIME PRIOR TO THE CLOSING DATE HAD, FORESEEN OR UNFORESEENAGAINST ANY OF THE RELEASED PARTIES. IT IS THE INTENTION OF SELLER IN EXECUTING THIS RELEASE, AND IN LAW OR IN EQUITYGIVING AND RECEIVING THE CONSIDERATION CALLED FOR HEREIN, THAT THE RELEASE CONTAINED IN THIS SECTION 6.11 SHALL BE EFFECTIVE AS A FULL AND FINAL ACCORD AND SATISFACTION AND GENERAL RELEASE OF AND FROM ALL RELEASED MATTERS AND THE FINAL RESOLUTION BY SELLER RELEASORS MAY HAVE AGAINST ANY JOINT VENTURE ENTITY, WHOLLY OWNED ENTITY OR SUBSIDIARY, NOW OR IN AND THE FUTURE AND (2) BUYER, AND EACH RELEASED PARTIES OF BUYER’S PARTNERS, MEMBERS, TRUSTEES, DIRECTORS, OFFICERS, EMPLOYEES, REPRESENTATIVES, PROPERTY MANAGERS, ASSET MANAGERS, AGENTS, ATTORNEYS, AFFILIATES AND RELATED ENTITIES, HEIRS, SUCCESSORS, AND ASSIGNS (COLLECTIVELY, THE “ALL RELEASED MATTERS. SELLER HEREBY REPRESENTS TO BUYER RELEASEES”) SHALL BE, AND ARE HEREBY, FULLY AND FOREVER RELEASED AND DISCHARGED FROM ANY AND ALL CLAIMS, WHETHER DIRECT OR INDIRECT, KNOWN OR UNKNOWN, FORESEEN OR UNFORESEEN, THAT MAY ARISE ON ACCOUNT OF OR IN ANY WAY BE CONNECTED WITH THE ASSETS, THE PROPERTIES, THE ELAN LOAN DOCUMENTS, THE MIRAMONTE LOAN DOCUMENTS, THE ARROWHEAD LOAN DOCUMENTS, THE AFFILIATE LOAN DOCUMENTS, THE JUNIPER RIDGE LOAN DOCUMENTS, THE XXXXXX’X PRESERVE LOAN DOCUMENTS, CONTRACTS, MANAGEMENT AGREEMENTS, LEASING AGREEMENTS, THE SUBSIDIARY AGREEMENTS OR THE JOINT VENTURE AGREEMENTS, INCLUDING, WITHOUT LIMITATION, THE PHYSICAL, ENVIRONMENTAL AND STRUCTURAL CONDITION NONE OF THE ASSETS RELEASING PARTIES HAS VOLUNTARILY OR INVOLUNTARILY ASSIGNED OR TRANSFERRED OR PURPORTED TO ASSIGN OR TRANSFER TO ANY PERSON ANY RELEASED MATTERS. THE PROPERTIES INVALIDITY OR ANY LAW OR REGULATION APPLICABLE THERETO, INCLUDING, WITHOUT LIMITATION, ANY CLAIM OR MATTER (REGARDLESS OF WHEN IT FIRST APPEARED) RELATING TO OR ARISING FROM (I) THE PRESENCE UNENFORCEABILITY OF ANY ENVIRONMENTAL PROBLEMS, OR THE USE, PRESENCE, STORAGE, RELEASE, DISCHARGE, OR MIGRATION OF HAZARDOUS MATERIALS ON, IN, UNDER OR AROUND THE PROPERTIES REGARDLESS OF WHEN SUCH HAZARDOUS MATERIALS WERE FIRST INTRODUCED IN, ON OR ABOUT THE PROPERTIES, (II) ANY PATENT OR LATENT DEFECTS OR DEFICIENCIES WITH RESPECT TO THE ASSETS, AND (III) ANY AND ALL MATTERS RELATED TO THE ASSETS OR ANY PORTION THEREOF; Table of Contents PROVIDED, HOWEVER, THAT IN NO EVENT SHALL ANY BUYER RELEASEE, JOINT VENTURE ENTITY, WHOLLY OWNED ENTITY OR SUBSIDIARY BE RELEASED FROM ANY CLAIMS ARISING FROM THE BREACH OF, OR PURSUANT TO THE INDEMNIFICATION OBLIGATIONS SET FORTH IN, THE EXPRESS PROVISIONS PART OF THIS AGREEMENT SECTION 6.11 SHALL NOT AFFECT THE VALIDITY OR ENFORCEABILITY OF THE REMAINDER OF THIS SECTION 6.11, WHICH SHALL REMAIN IN THE CLOSING DOCUMENTSFULL FORCE AND EFFECT. For the avoidance of doubt, Released Matters include: (a) Claims by the Releasing Parties with respect to repayment of loans or other indebtedness; PROVIDED(b) any rights, FURTHERtitles and interests in, THAT IN NO EVENT SHALL BUYER RELEASEE BE RELEASED FROM ANY CLAIM IN THE EVENT OF ACTUAL FRAUD BY ANY BUYER RELEASEEto or under any Contracts to which any of the Releasing Parties is a party; and (c) Claims by the Releasing Parties with respect to dividends, distributions, violations of preemptive rights and the status of the Releasing Party as a stockholder, partner, option holder or other security holder of the Alon Entities. Notwithstanding this Section 6.11, the provisions of this Section 6.11 shall not apply to (i) Seller’s rights expressly created by this Agreement, or (ii) to the agreements listed on Schedule 6.11 hereof.

Seller Release. (A) EXCEPT EFFECTIVE AS EXPRESSLY SET FORTH IN THIS AGREEMENT OF THE CLOSING, EACH SELLER DOES FOR ITSELF OR IN HIMSELF, AND ITS OR HIS RESPECTIVE AFFILIATES, PARTNERS, HEIRS, BENEFICIARIES, SUCCESSORS AND ASSIGNS, IF ANY, RELEASE AND ABSOLUTELY FOREVER DISCHARGE THE CLOSING DOCUMENTS, SELLERS, ON BEHALF OF THEMSELVES TARGET COMPANIES AND THEIR PARTNERS, MEMBERS, TRUSTEESOFFICERS, DIRECTORS, OFFICERSSTOCKHOLDERS, AFFILIATES, EMPLOYEES, REPRESENTATIVESADVISORS AND AGENTS (EACH, PROPERTY MANAGERS, ASSET MANAGERS, AGENTS, ATTORNEYS, AFFILIATES AND RELATED ENTITIES, HEIRS, SUCCESSORS, AND ASSIGNS (COLLECTIVELY, THE A “SELLER RELEASORSRELEASED PARTY”) HEREBY AGREE THAT (1) EACH JOINT VENTURE ENTITY, WHOLLY OWNED ENTITY FROM AND SUBSIDIARY SHALL BE, AND ARE HEREBY, FULLY AND FOREVER AGAINST ALL RELEASED AND DISCHARGED FROM MATTERS. “RELEASED MATTERS” MEANS ANY AND ALL CLAIMS, DEMANDS, DAMAGES, DEBTS, LIABILITIES, OBLIGATIONS, COSTS, EXPENSES (INCLUDING ATTORNEYS’ AND ACCOUNTANTS’ FEES AND EXPENSES), ACTIONS AND CAUSES OF ACTION OF ANY NATURE WHATSOEVER, WHETHER DIRECT OR INDIRECT, NOW KNOWN OR UNKNOWN, FORESEEN SUSPECTED OR UNFORESEEN, IN LAW OR IN EQUITYUNSUSPECTED, THAT THE SUCH SELLER RELEASORS NOW HAS, OR AT ANY TIME PREVIOUSLY HAD, OR SHALL OR MAY HAVE AGAINST ANY JOINT VENTURE ENTITY, WHOLLY OWNED ENTITY OR SUBSIDIARY, NOW OR IN THE FUTURE AND (2) BUYERFUTURE, AND EACH AS A STOCKHOLDER, INVESTOR, OFFICER, DIRECTOR, CONTRACTOR, CONSULTANT OR EMPLOYEE OF BUYER’S PARTNERSTHE COMPANY OR ANY OF ITS SUBSIDIARIES, MEMBERS, TRUSTEES, DIRECTORS, OFFICERS, EMPLOYEES, REPRESENTATIVES, PROPERTY MANAGERS, ASSET MANAGERS, AGENTS, ATTORNEYS, AFFILIATES AND RELATED ENTITIES, HEIRS, SUCCESSORS, AND ASSIGNS (COLLECTIVELY, THE “BUYER RELEASEES”) SHALL BE, AND ARE HEREBY, FULLY AND FOREVER RELEASED AND DISCHARGED FROM ANY AND ALL CLAIMS, WHETHER DIRECT OR INDIRECT, KNOWN OR UNKNOWN, FORESEEN OR UNFORESEEN, THAT MAY ARISE ON ACCOUNT ARISING BY VIRTUE OF OR IN ANY WAY BE CONNECTED WITH THE ASSETS, THE PROPERTIES, THE ELAN LOAN DOCUMENTS, THE MIRAMONTE LOAN DOCUMENTS, THE ARROWHEAD LOAN DOCUMENTS, THE AFFILIATE LOAN DOCUMENTS, THE JUNIPER RIDGE LOAN DOCUMENTS, THE XXXXXX’X PRESERVE LOAN DOCUMENTS, CONTRACTS, MANAGEMENT AGREEMENTS, LEASING AGREEMENTS, THE SUBSIDIARY AGREEMENTS MATTER RELATED TO ANY ACTIONS OR THE JOINT VENTURE AGREEMENTS, INCLUDING, WITHOUT LIMITATION, THE PHYSICAL, ENVIRONMENTAL AND STRUCTURAL CONDITION OF THE ASSETS OR THE PROPERTIES OR ANY LAW OR REGULATION APPLICABLE THERETO, INCLUDING, WITHOUT LIMITATION, ANY CLAIM OR MATTER (REGARDLESS OF WHEN IT FIRST APPEARED) RELATING TO OR ARISING FROM (I) THE PRESENCE OF ANY ENVIRONMENTAL PROBLEMS, OR THE USE, PRESENCE, STORAGE, RELEASE, DISCHARGE, OR MIGRATION OF HAZARDOUS MATERIALS ON, IN, UNDER OR AROUND THE PROPERTIES REGARDLESS OF WHEN SUCH HAZARDOUS MATERIALS WERE FIRST INTRODUCED IN, ON OR ABOUT THE PROPERTIES, (II) ANY PATENT OR LATENT DEFECTS OR DEFICIENCIES INACTIONS WITH RESPECT TO THE ASSETS, AND (III) ANY AND ALL MATTERS RELATED TO TARGET COMPANIES OR THEIR AFFAIRS ON OR BEFORE THE ASSETS OR ANY PORTION THEREOFCLOSING DATE; Table of Contents PROVIDED, HOWEVER, THAT RELEASED MATTERS SHALL NOT INCLUDE ANY RIGHT OF ANY SELLER (A) ARISING OUT OF OR OTHERWISE CONTAINED IN NO EVENT SHALL ANY BUYER RELEASEE, JOINT VENTURE ENTITY, WHOLLY OWNED ENTITY OR SUBSIDIARY BE RELEASED FROM ANY CLAIMS ARISING FROM THE BREACH OF, OR PURSUANT TO THE INDEMNIFICATION OBLIGATIONS SET FORTH IN, THE EXPRESS PROVISIONS OF THIS AGREEMENT OR IN ANY OF THE OTHER TRANSACTION DOCUMENTS, (B) TO THE PAYMENT OF COMPENSATION (INCLUDING ANY SUBMITTED BUT UNPAID REIMBURSEMENTS) EARNED PRIOR TO THE CLOSING OR (C) INDEMNIFICATION RIGHTS THAT ANY SELLER MAY HAVE UNDER THE TARGET COMPANIES’ GOVERNING DOCUMENTS; PROVIDED. IT IS THE INTENTION OF EACH SELLER IN EXECUTING THIS RELEASE, FURTHERAND IN GIVING AND RECEIVING THE CONSIDERATION CALLED FOR HEREIN, THAT THE RELEASE CONTAINED IN THIS SECTION 10.4 SHALL BE EFFECTIVE AS A FULL AND FINAL ACCORD AND SATISFACTION AND GENERAL RELEASE OF AND FROM ALL RELEASED MATTERS AND THE FINAL RESOLUTION BY SUCH SELLER AND THE RELEASED PARTIES OF ALL RELEASED MATTERS. NOTWITHSTANDING ANYTHING HEREIN OR OTHERWISE TO THE CONTRARY, THE RELEASE CONTAINED IN THIS SECTION 10.4 WILL NOT BE EFFECTIVE SO AS TO BENEFIT A PARTICULAR RELEASED PARTY IN CONNECTION WITH ANY MATTER OR EVENT THAT WOULD OTHERWISE CONSTITUTE A RELEASED MATTER, BUT INVOLVED FRAUD ON THE PART OF SUCH RELEASED PARTY. EACH SELLER HEREBY REPRESENTS THAT SUCH SELLER HAS NOT VOLUNTARILY OR INVOLUNTARILY ASSIGNED OR TRANSFERRED OR PURPORTED TO ASSIGN OR TRANSFER TO ANY PERSON ANY RELEASED MATTERS AND THAT NO EVENT PERSON OTHER THAN SUCH SELLER HAS ANY INTEREST IN ANY RELEASED MATTER BY LAW OR CONTRACT BY VIRTUE OF ANY ACTION OR INACTION BY SUCH SELLER. THE INVALIDITY OR UNENFORCEABILITY OF ANY PART OF THIS SECTION 10.4 SHALL BUYER RELEASEE BE RELEASED FROM ANY CLAIM NOT AFFECT THE VALIDITY OR ENFORCEABILITY OF THE REMAINDER OF THIS SECTION 10.4, WHICH SHALL REMAIN IN THE EVENT OF ACTUAL FRAUD BY ANY BUYER RELEASEEFULL FORCE AND EFFECT.

Seller Release. (A) EXCEPT EFFECTIVE AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR IN OF THE CLOSING DOCUMENTSCLOSING, SELLERSSELLER DOES FOR ITSELF, ON BEHALF OF THEMSELVES AND ITS RESPECTIVE AFFILIATES, PARTNERS, SUCCESSORS AND ASSIGNS, IF ANY, RELEASE AND ABSOLUTELY FOREVER DISCHARGE THE COMPANY AND ITS SUBSIDIARIES AND THEIR PARTNERSRESPECTIVE OFFICERS, MEMBERS, TRUSTEESMANAGERS, DIRECTORS, OFFICERSMEMBERS OF ANY APPLICABLE GOVERNING BODY, SECURITYHOLDERS, AFFILIATES, EMPLOYEES, REPRESENTATIVESADVISORS, PROPERTY MANAGERSREPRESENTATIVES AND AGENTS (EACH, ASSET MANAGERS, AGENTS, ATTORNEYS, AFFILIATES AND RELATED ENTITIES, HEIRS, SUCCESSORS, AND ASSIGNS (COLLECTIVELY, THE A “SELLER RELEASORSRELEASED PARTY”) HEREBY AGREE THAT (1) EACH JOINT VENTURE ENTITY, WHOLLY OWNED ENTITY FROM AND SUBSIDIARY SHALL BE, AND ARE HEREBY, FULLY AND FOREVER AGAINST ALL RELEASED AND DISCHARGED FROM MATTERS. “RELEASED MATTERS” MEANS ANY AND ALL CLAIMS, DEMANDS, DAMAGES, DEBTS, LIABILITIES, OBLIGATIONS, COSTS, EXPENSES (INCLUDING ATTORNEYS’ AND ACCOUNTANTS’ FEES AND EXPENSES), LOSSES, ACTIONS AND CAUSES OF ACTION OF ANY NATURE WHATSOEVER, WHETHER NOW KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, THAT SELLER NOW HAS, OR AT ANY TIME PREVIOUSLY HAD, OR SHALL OR MAY HAVE IN THE FUTURE, AS A SECURITYHOLDER (WHETHER DIRECT OR INDIRECT), KNOWN INCLUDING AS A HOLDER OF THE EXCHANGEABLE SHARES, OFFICER, MANAGER, DIRECTOR, MEMBER OF ANY APPLICABLE GOVERNING BODY, CONTRACTOR, CONSULTANT OR UNKNOWNEMPLOYEE OF THE COMPANY OR ANY OF ITS SUBSIDIARIES, FORESEEN OR UNFORESEEN, IN LAW OR IN EQUITY, THAT THE SELLER RELEASORS MAY HAVE AGAINST ANY JOINT VENTURE ENTITY, WHOLLY OWNED ENTITY OR SUBSIDIARY, NOW OR IN THE FUTURE AND (2) BUYER, AND EACH OF BUYER’S PARTNERS, MEMBERS, TRUSTEES, DIRECTORS, OFFICERS, EMPLOYEES, REPRESENTATIVES, PROPERTY MANAGERS, ASSET MANAGERS, AGENTS, ATTORNEYS, AFFILIATES AND RELATED ENTITIES, HEIRS, SUCCESSORS, AND ASSIGNS (COLLECTIVELY, THE “BUYER RELEASEES”) SHALL BE, AND ARE HEREBY, FULLY AND FOREVER RELEASED AND DISCHARGED FROM ANY AND ALL CLAIMS, WHETHER DIRECT OR INDIRECT, KNOWN OR UNKNOWN, FORESEEN OR UNFORESEEN, THAT MAY ARISE ON ACCOUNT ARISING BY VIRTUE OF OR IN ANY WAY BE CONNECTED WITH THE ASSETS, THE PROPERTIES, THE ELAN LOAN DOCUMENTS, THE MIRAMONTE LOAN DOCUMENTS, THE ARROWHEAD LOAN DOCUMENTS, THE AFFILIATE LOAN DOCUMENTS, THE JUNIPER RIDGE LOAN DOCUMENTS, THE XXXXXX’X PRESERVE LOAN DOCUMENTS, CONTRACTS, MANAGEMENT AGREEMENTS, LEASING AGREEMENTS, THE SUBSIDIARY AGREEMENTS MATTER RELATED TO ANY ACTIONS OR THE JOINT VENTURE AGREEMENTS, INCLUDING, WITHOUT LIMITATION, THE PHYSICAL, ENVIRONMENTAL AND STRUCTURAL CONDITION OF THE ASSETS OR THE PROPERTIES OR ANY LAW OR REGULATION APPLICABLE THERETO, INCLUDING, WITHOUT LIMITATION, ANY CLAIM OR MATTER (REGARDLESS OF WHEN IT FIRST APPEARED) RELATING TO OR ARISING FROM (I) THE PRESENCE OF ANY ENVIRONMENTAL PROBLEMS, OR THE USE, PRESENCE, STORAGE, RELEASE, DISCHARGE, OR MIGRATION OF HAZARDOUS MATERIALS ON, IN, UNDER OR AROUND THE PROPERTIES REGARDLESS OF WHEN SUCH HAZARDOUS MATERIALS WERE FIRST INTRODUCED IN, ON OR ABOUT THE PROPERTIES, (II) ANY PATENT OR LATENT DEFECTS OR DEFICIENCIES INACTIONS WITH RESPECT TO THE ASSETSCOMPANY OR ANY OF ITS SUBSIDIARIES OR THEIR RESPECTIVE AFFAIRS ON OR BEFORE THE CLOSING DATE; PROVIDED THAT RELEASED MATTERS SHALL NOT INCLUDE ANY RIGHT OF SELLER CONTAINED IN THIS AGREEMENT. IT IS THE INTENTION OF SELLER IN EXECUTING THIS RELEASE, AND (III) ANY IN GIVING AND RECEIVING THE CONSIDERATION CALLED FOR HEREIN, THAT THE RELEASE CONTAINED IN THIS SECTION 6.15 SHALL BE EFFECTIVE AS A FULL AND FINAL ACCORD AND SATISFACTION AND GENERAL RELEASE OF AND FROM ALL RELEASED MATTERS RELATED AND THE FINAL RESOLUTION BY SELLER AND THE RELEASED PARTIES OF ALL RELEASED MATTERS INCLUDING ACCRUED BUT UNPAID DISTRIBUTIONS AND PAYMENTS IN CONNECTION WITH A LIQUIDATION OR CHANGE OF CONTROL TRANSACTION. NOTWITHSTANDING ANYTHING HEREIN OR OTHERWISE TO THE ASSETS CONTRARY, THE RELEASE CONTAINED IN THIS SECTION 6.15 WILL NOT BE EFFECTIVE SO AS TO BENEFIT A PARTICULAR RELEASED PARTY IN CONNECTION WITH ANY MATTER OR ANY PORTION THEREOF; Table of Contents PROVIDEDEVENT THAT WOULD OTHERWISE CONSTITUTE A RELEASED MATTER, HOWEVERBUT INVOLVED FRAUD, THAT IN NO EVENT SHALL ANY BUYER RELEASEE, JOINT VENTURE ENTITY, WHOLLY OWNED ENTITY WILLFUL CONCEALMENT OR SUBSIDIARY BE RELEASED FROM ANY CLAIMS ARISING FROM THE BREACH OF, OR PURSUANT OF ANY APPLICABLE LAW ON THE PART OF SUCH RELEASED PARTY. SELLER HEREBY REPRESENTS TO THE INDEMNIFICATION OBLIGATIONS SET FORTH IN, COMPANY AND BUYER THAT SELLER HAS NOT VOLUNTARILY OR INVOLUNTARILY ASSIGNED OR TRANSFERRED OR PURPORTED TO ASSIGN OR TRANSFER TO ANY PERSON ANY RELEASED MATTERS AND THAT NO PERSON OTHER THAN SELLER HAS ANY INTEREST IN ANY RELEASED MATTER BY LAW OR CONTRACT BY VIRTUE OF ANY ACTION OR INACTION BY SELLER. THE EXPRESS PROVISIONS INVALIDITY OR UNENFORCEABILITY OF ANY PART OF THIS AGREEMENT SECTION 6.15 SHALL NOT AFFECT THE VALIDITY OR ENFORCEABILITY OF THE REMAINDER OF THIS SECTION 6.15 WHICH SHALL REMAIN IN THE CLOSING DOCUMENTS; PROVIDED, FURTHER, THAT IN NO EVENT SHALL BUYER RELEASEE BE RELEASED FROM ANY CLAIM IN THE EVENT OF ACTUAL FRAUD BY ANY BUYER RELEASEEFULL FORCE AND EFFECT.

Seller Release. (A) EXCEPT EFFECTIVE AS EXPRESSLY SET FORTH IN THIS AGREEMENT OF THE CLOSING, EACH SELLER DOES FOR ITSELF, HIMSELF OR IN THE CLOSING DOCUMENTSHERSELF, SELLERS, ON BEHALF OF THEMSELVES AND THEIR PARTNERSRESPECTIVE AFFILIATES, MEMBERSHEIRS, TRUSTEESBENEFICIARIES, SUCCESSORS AND ASSIGNS, IF ANY (EACH, A “RELEASING PARTY”), RELEASE AND ABSOLUTELY FOREVER DISCHARGE THE COMPANY AND THE SUBSIDIARY AND THEIR RESPECTIVE OFFICERS, DIRECTORS, OFFICERSSHAREHOLDERS, EMPLOYEESAFFILIATES, REPRESENTATIVESEMPLOYEES AND AGENTS (EACH, PROPERTY MANAGERS, ASSET MANAGERS, AGENTS, ATTORNEYS, AFFILIATES AND RELATED ENTITIES, HEIRS, SUCCESSORS, AND ASSIGNS (COLLECTIVELY, THE A “SELLER RELEASORSRELEASED PARTY”) HEREBY AGREE THAT (1) EACH JOINT VENTURE ENTITY, WHOLLY OWNED ENTITY FROM AND SUBSIDIARY SHALL BE, AND ARE HEREBY, FULLY AND FOREVER AGAINST ALL RELEASED AND DISCHARGED FROM MATTERS. “RELEASED MATTERS” MEANS ANY AND ALL CLAIMS, DEMANDS, DAMAGES, DEBTS, LIABILITIES, OBLIGATIONS, COSTS, EXPENSES (INCLUDING ATTORNEYS’ AND ACCOUNTANTS’ FEES AND EXPENSES), ACTIONS AND CAUSES OF ACTION OF ANY NATURE WHATSOEVER, ARISING ON OR PRIOR TO THE CLOSING DATE, WHETHER DIRECT OR INDIRECT, NOW KNOWN OR UNKNOWN, FORESEEN SUSPECTED OR UNFORESEEN, IN LAW OR IN EQUITYUNSUSPECTED, THAT THE SUCH SELLER RELEASORS NOW HAS, OR AT ANY TIME PREVIOUSLY HAD, OR SHALL OR MAY HAVE AGAINST IN THE FUTURE, (A) WITH RESPECT TO ANY JOINT VENTURE ENTITY, WHOLLY OWNED ENTITY CONTRACTS BETWEEN THE COMPANY OR THE SUBSIDIARY, NOW OR IN ON THE FUTURE AND (2) BUYERONE HAND, AND EACH OF BUYER’S PARTNERSA RELEASING PARTY, MEMBERS, TRUSTEES, DIRECTORS, OFFICERS, EMPLOYEES, REPRESENTATIVES, PROPERTY MANAGERS, ASSET MANAGERS, AGENTS, ATTORNEYS, AFFILIATES AND RELATED ENTITIES, HEIRS, SUCCESSORS, AND ASSIGNS (COLLECTIVELY, ON THE “BUYER RELEASEES”) SHALL BE, AND ARE HEREBY, FULLY AND FOREVER RELEASED AND DISCHARGED FROM ANY AND ALL CLAIMS, WHETHER DIRECT OR INDIRECT, KNOWN OR UNKNOWN, FORESEEN OR UNFORESEEN, THAT MAY ARISE ON ACCOUNT OF OR IN ANY WAY BE CONNECTED WITH THE ASSETS, THE PROPERTIES, THE ELAN LOAN DOCUMENTS, THE MIRAMONTE LOAN DOCUMENTS, THE ARROWHEAD LOAN DOCUMENTS, THE AFFILIATE LOAN DOCUMENTS, THE JUNIPER RIDGE LOAN DOCUMENTS, THE XXXXXX’X PRESERVE LOAN DOCUMENTS, CONTRACTS, MANAGEMENT AGREEMENTS, LEASING AGREEMENTS, THE SUBSIDIARY AGREEMENTS OR THE JOINT VENTURE AGREEMENTSOTHER, INCLUDING, WITHOUT LIMITATION, THE PHYSICALPATENT ACCESS AGREEMENT, ENVIRONMENTAL THE TAL AGREEMENT, AND STRUCTURAL CONDITION THE 2007 COVENANTS AGREEMENT AND (B) AS A SHAREHOLDER OFFICER, DIRECTOR, CONTRACTOR, CONSULTANT OR EMPLOYEE OF THE ASSETS COMPANY OR THE PROPERTIES SUBSIDIARY, ARISING BY VIRTUE OF OR IN ANY LAW MATTER RELATED TO ANY ACTIONS OR REGULATION APPLICABLE THERETO, INCLUDING, WITHOUT LIMITATION, ANY CLAIM OR MATTER (REGARDLESS OF WHEN IT FIRST APPEARED) RELATING TO OR ARISING FROM (I) THE PRESENCE OF ANY ENVIRONMENTAL PROBLEMS, OR THE USE, PRESENCE, STORAGE, RELEASE, DISCHARGE, OR MIGRATION OF HAZARDOUS MATERIALS ON, IN, UNDER OR AROUND THE PROPERTIES REGARDLESS OF WHEN SUCH HAZARDOUS MATERIALS WERE FIRST INTRODUCED IN, ON OR ABOUT THE PROPERTIES, (II) ANY PATENT OR LATENT DEFECTS OR DEFICIENCIES INACTIONS WITH RESPECT TO THE ASSETS, AND (III) COMPANY OR THE SUBSIDIARY OR THEIR RESPECTIVE AFFAIRS ON OR BEFORE THE CLOSING DATE; PROVIDED THAT RELEASED MATTERS SHALL NOT INCLUDE ANY AND ALL MATTERS RELATED TO THE ASSETS OR ANY PORTION THEREOF; Table of Contents PROVIDED, HOWEVER, THAT IN NO EVENT SHALL ANY BUYER RELEASEE, JOINT VENTURE ENTITY, WHOLLY OWNED ENTITY OR SUBSIDIARY BE RELEASED FROM ANY CLAIMS ARISING FROM THE BREACH OF, OR RIGHT PURSUANT TO THE INDEMNIFICATION OBLIGATIONS SET FORTH INTRANSACTION DOCUMENTS OR THE TRANSACTIONS, ANY RIGHTS UNDER ANY DIRECTOR AND OFFICER FIDUCIARY AND LIABILITY INSURANCE POLICIES, ANY RIGHTS UNDER EARNED BUT UNPAID COMPENSATION AND BENEFITS PROVIDED UNDER ANY COMPANY BENEFIT PLAN IN ACCORDANCE WITH THEIR TERMS OR ANY RIGHTS OF KUNO UNDER THE KUNO EMPLOYMENT AGREEMENT. IT IS THE INTENTION OF THE SELLERS IN EXECUTING THIS RELEASE, AND IN GIVING AND RECEIVING THE CONSIDERATION CALLED FOR UNDER THIS AGREEMENT, THAT THE RELEASE CONTAINED IN THIS SECTION 7.5 SHALL BE EFFECTIVE AS A FULL AND FINAL ACCORD AND SATISFACTION AND GENERAL RELEASE OF AND FROM ALL RELEASED MATTERS AND THE FINAL RESOLUTION BY SUCH SELLER AND THE RELEASED PARTIES OF ALL RELEASED MATTERS. NOTWITHSTANDING ANYTHING HEREIN OR OTHERWISE TO THE CONTRARY, THE EXPRESS PROVISIONS RELEASE CONTAINED IN THIS SECTION 7.5 WILL NOT BE EFFECTIVE SO AS TO BENEFIT A PARTICULAR RELEASED PARTY IN CONNECTION WITH ANY MATTER OR EVENT THAT WOULD OTHERWISE CONSTITUTE A RELEASED MATTER, BUT INVOLVED FRAUD OR THE BREACH OF ANY APPLICABLE LAW ON THE PART OF SUCH RELEASED PARTY. THE INVALIDITY OR UNENFORCEABILITY OF ANY PART OF THIS AGREEMENT SECTION 7.5 SHALL NOT AFFECT THE VALIDITY OR ENFORCEABILITY OF THE REMAINDER OF THIS SECTION 7.5, WHICH SHALL REMAIN IN THE CLOSING DOCUMENTS; PROVIDED, FURTHER, FULL FORCE AND EFFECT. EACH SELLING PARTY HEREBY REPRESENTS AND WARRANTS THAT IN NO EVENT SHALL BUYER RELEASEE BE HE HAS NOT KNOWINGLY ASSIGNED OR TRANSFERRED OR PURPORTED TO ASSIGN OR TRANSFER TO ANY PERSON ANY RELEASED FROM ANY CLAIM IN THE EVENT OF ACTUAL FRAUD BY ANY BUYER RELEASEEMATTERS.

Seller Release. (A) EXCEPT AS OTHERWISE EXPRESSLY SET FORTH PROVIDED IN THIS AGREEMENT OR IN AGREEMENT, EFFECTIVE FROM AND AFTER THE CLOSING DOCUMENTSCLOSING, SELLERS, SELLER ON BEHALF OF THEMSELVES ITSELF AND EACH OF ITS AFFILIATES, SUBSIDIARIES, SUCCESSORS AND ASSIGNS OR ANY OTHER PERSON CLAIMING BY OR THROUGH SELLER HEREBY UNCONDITIONALLY AND IRREVOCABLY RELEASES AND FOREVER DISCHARGES THE MEMBERS OF THE COMPANY GROUP AND EACH OF THEIR PARTNERS, MEMBERS, TRUSTEES, DIRECTORSRESPECTIVE DIRECTORS (OR EQUIVALENT), OFFICERS, EMPLOYEES, REPRESENTATIVES, PROPERTY MANAGERS, ASSET MANAGERS, AGENTS, ATTORNEYS, AFFILIATES EMPLOYEES AND RELATED ENTITIES, HEIRS, SUCCESSORS, SUCCESSORS AND ASSIGNS (COLLECTIVELY, THE “SELLER RELEASORS”) HEREBY AGREE THAT (1) EACH JOINT VENTURE ENTITY, WHOLLY OWNED ENTITY OF AND SUBSIDIARY SHALL BE, AND ARE HEREBY, FULLY AND FOREVER RELEASED AND DISCHARGED FROM ANY AND ALL CLAIMS, WHETHER DIRECT OR INDIRECTDEMANDS, ACTIONS, CAUSES OF ACTION, LIABILITIES, LOSSES, DAMAGES, EXPENSES AND SUITS OF EVERY KIND, CHARACTER AND DESCRIPTION, KNOWN OR UNKNOWN, FORESEEN OR UNFORESEEN, IN AT LAW OR IN EQUITY, THAT THE WHICH SELLER RELEASORS MAY HAVE AGAINST HAD AT ANY JOINT VENTURE ENTITY, WHOLLY OWNED ENTITY TIME HERETOFORE OR SUBSIDIARY, MAY HAVE NOW OR MAY HAVE AT ANYTIME HEREAFTER, ARISING FROM, RELATING TO, RESULTING FROM OR IN ANY MANNER INCIDENTAL TO ANY AND EVERY MATTER, THING OR EVENT WHATSOEVER OCCURRING OR FAILING TO OCCUR AT ANY TIME IN THE FUTURE PAST UP TO AND INCLUDING THE DATE OF THIS AGREEMENT AND THE CLOSING DATE (2) BUYERIT BEING AGREED BY SELLER THAT SELLER NEED NOT RE-EXECUTE THIS AGREEMENT ON THE CLOSING DATE FOR THIS RELEASE TO BE EFFECTIVE UP TO AND INCLUDING THE CLOSING DATE); PROVIDED, THAT THIS SECTION 9.15 SHALL NOT APPLY TO, AND EACH SELLER IS NOT RELEASING BY REASON HEREOF, SELLER’S RIGHTS (A) UNDER THIS AGREEMENT OR ANY OF BUYER’S PARTNERSTHE OTHER TRANSACTION DOCUMENTS OR ANY OTHER AGREEMENT, MEMBERSDOCUMENT OR CERTIFICATE ENTERED INTO IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY, TRUSTEES, DIRECTORS, OFFICERS, EMPLOYEES, REPRESENTATIVES, PROPERTY MANAGERS, ASSET MANAGERS, AGENTS, ATTORNEYS, AFFILIATES OR (B) THAT CANNOT BE WAIVED UNDER APPLICABLE LAW. THIS IS A FULL AND RELATED ENTITIES, HEIRS, SUCCESSORSFINAL RELEASE, AND ASSIGNS (COLLECTIVELY, THE “BUYER RELEASEES”) SHALL BE, AND ARE HEREBY, FULLY AND FOREVER RELEASED AND DISCHARGED FROM UNDERSIGNED EXPRESSLY WAIVES ANY AND ALL CLAIMSPROVISIONS, WHETHER DIRECT RIGHTS AND BENEFITS CONFERRED BY ANY LAW OF ANY STATE OR INDIRECTTERRITORY OF THE UNITED STATES, OR PRINCIPLE OF COMMON LAW, WHICH IS SIMILAR, COMPARABLE OR EQUIVALENT TO CALIFORNIA CIVIL CODE SECTION 1542, AS WELL AS THE RIGHTS AND BENEFITS CONFERRED BY CALIFORNIA CIVIL CODE SECTION 1542 ITSELF, WHICH PROVIDES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR UNKNOWN, FORESEEN HER MUST HAVE MATERIALLY AFFECTED HIS OR UNFORESEEN, THAT MAY ARISE ON ACCOUNT OF OR IN ANY WAY BE CONNECTED HER SETTLEMENT WITH THE ASSETS, THE PROPERTIES, THE ELAN LOAN DOCUMENTS, THE MIRAMONTE LOAN DOCUMENTS, THE ARROWHEAD LOAN DOCUMENTS, THE AFFILIATE LOAN DOCUMENTS, THE JUNIPER RIDGE LOAN DOCUMENTS, THE XXXXXX’X PRESERVE LOAN DOCUMENTS, CONTRACTS, MANAGEMENT AGREEMENTS, LEASING AGREEMENTS, THE SUBSIDIARY AGREEMENTS OR THE JOINT VENTURE AGREEMENTS, INCLUDING, WITHOUT LIMITATION, THE PHYSICAL, ENVIRONMENTAL AND STRUCTURAL CONDITION OF THE ASSETS OR THE PROPERTIES OR ANY LAW OR REGULATION APPLICABLE THERETO, INCLUDING, WITHOUT LIMITATION, ANY CLAIM OR MATTER (REGARDLESS OF WHEN IT FIRST APPEARED) RELATING TO OR ARISING FROM (I) THE PRESENCE OF ANY ENVIRONMENTAL PROBLEMS, OR THE USE, PRESENCE, STORAGE, RELEASE, DISCHARGE, OR MIGRATION OF HAZARDOUS MATERIALS ON, IN, UNDER OR AROUND THE PROPERTIES REGARDLESS OF WHEN SUCH HAZARDOUS MATERIALS WERE FIRST INTRODUCED IN, ON OR ABOUT THE PROPERTIES, (II) ANY PATENT OR LATENT DEFECTS OR DEFICIENCIES WITH RESPECT TO THE ASSETS, AND (III) ANY AND ALL MATTERS RELATED TO THE ASSETS OR ANY PORTION THEREOF; Table of Contents PROVIDED, HOWEVER, THAT IN NO EVENT SHALL ANY BUYER RELEASEE, JOINT VENTURE ENTITY, WHOLLY OWNED ENTITY OR SUBSIDIARY BE RELEASED FROM ANY CLAIMS ARISING FROM THE BREACH OF, OR PURSUANT TO THE INDEMNIFICATION OBLIGATIONS SET FORTH IN, THE EXPRESS PROVISIONS OF THIS AGREEMENT OR IN THE CLOSING DOCUMENTS; PROVIDED, FURTHER, THAT IN NO EVENT SHALL BUYER RELEASEE BE RELEASED FROM ANY CLAIM IN THE EVENT OF ACTUAL FRAUD BY ANY BUYER RELEASEEDEBTOR.” Section 9.16

Seller Release. (A) EXCEPT FOR AND IN CONSIDERATION OF THE PURCHASE PRICE, EFFECTIVE AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR IN OF THE CLOSING DOCUMENTSDATE, SELLERS, ON BEHALF OF THEMSELVES SELLERS AND THEIR PARTNERSAFFILIATES (“SELLER RELEASING PARTIES”) HEREBY RELEASE, MEMBERSACQUIT AND FOREVER DISCHARGE BUYER AND ITS PRESENT, TRUSTEESFORMER AND FUTURE AFFILIATES AND EACH OF THEIR RESPECTIVE PRESENT, FORMER AND FUTURE DIRECTORS, OFFICERS, EMPLOYEESPARTNERS, REPRESENTATIVES, PROPERTY MANAGERS, ASSET MANAGERSSTOCKHOLDERS, AGENTS, ATTORNEYS, AFFILIATES REPRESENTATIVES AND RELATED ENTITIES, EACH OF THEIR RESPECTIVE HEIRS, SUCCESSORSEXECUTORS, ADMINISTRATORS, SUCCESSORS AND ASSIGNS (COLLECTIVELY, THE “SELLER RELEASORSRELEASEES”) HEREBY AGREE THAT (1) EACH JOINT VENTURE ENTITY), WHOLLY OWNED ENTITY AND SUBSIDIARY SHALL BE, AND ARE HEREBY, FULLY AND FOREVER RELEASED AND DISCHARGED FROM ANY AND ALL CLAIMSMANNER OF CAUSE OR CAUSES OF ACTION, DEMANDS, RIGHTS, DAMAGES, DEBTS, DUES, SUMS OF MONEY, ACCOUNTS, RECKONINGS, COSTS, EXPENSES, RESPONSIBILITIES, COVENANTS, CONTRACTS, CONTROVERSIES, AGREEMENTS AND CLAIMS WHATSOEVER, WHETHER DIRECT OR INDIRECT, KNOWN OR UNKNOWN, FORESEEN OR UNFORESEENOF EVERY NAME AND NATURE, BOTH IN LAW OR AND IN EQUITY, THAT WHICH SELLERS OR THEIR AFFILIATES OR THEIR SUCCESSORS AND ASSIGNS EVER HAD, NOW HAVE, OR WHICH THEY OR THEIR SUCCESSORS OR ASSIGNS HEREAFTER MAY HAVE OR SHALL HAVE AGAINST THE SELLER RELEASORS MAY HAVE AGAINST RELEASEES, ARISING OUT OF OR WITH RESPECT TO ANY JOINT VENTURE ENTITYMATTERS, WHOLLY OWNED ENTITY OR SUBSIDIARYCAUSES, NOW OR IN THE FUTURE AND (2) BUYERACTS, AND EACH OF BUYER’S PARTNERSCONDUCT, MEMBERS, TRUSTEES, DIRECTORS, OFFICERS, EMPLOYEES, REPRESENTATIVES, PROPERTY MANAGERS, ASSET MANAGERS, AGENTS, ATTORNEYS, AFFILIATES AND RELATED ENTITIES, HEIRS, SUCCESSORS, AND ASSIGNS (COLLECTIVELY, THE “BUYER RELEASEES”) SHALL BE, AND ARE HEREBY, FULLY AND FOREVER RELEASED AND DISCHARGED FROM ANY AND ALL CLAIMS, CIRCUMSTANCES OR EVENTS EXISTING, OCCURRING OR FAILING TO OCCUR, WHETHER DIRECT OR INDIRECT, KNOWN OR UNKNOWN, FORESEEN OR UNFORESEEN, THAT MAY ARISE ON ACCOUNT OF OR IN ANY WAY BE CONNECTED WITH THE ASSETS, THE PROPERTIES, THE ELAN LOAN DOCUMENTS, THE MIRAMONTE LOAN DOCUMENTS, THE ARROWHEAD LOAN DOCUMENTS, THE AFFILIATE LOAN DOCUMENTS, THE JUNIPER RIDGE LOAN DOCUMENTS, THE XXXXXX’X PRESERVE LOAN DOCUMENTS, CONTRACTS, MANAGEMENT AGREEMENTS, LEASING AGREEMENTS, THE SUBSIDIARY AGREEMENTS OR THE JOINT VENTURE AGREEMENTS, INCLUDING, WITHOUT LIMITATION, THE PHYSICAL, ENVIRONMENTAL AND STRUCTURAL CONDITION OF THE ASSETS OR THE PROPERTIES OR ANY LAW OR REGULATION APPLICABLE THERETO, INCLUDING, WITHOUT LIMITATION, ANY CLAIM OR MATTER (REGARDLESS OF WHEN IT FIRST APPEARED) RELATING PRIOR TO OR ARISING FROM (I) ON THE PRESENCE OF ANY ENVIRONMENTAL PROBLEMSCLOSING DATE, OR THE USE, PRESENCE, STORAGE, RELEASE, DISCHARGE, OR MIGRATION OF HAZARDOUS MATERIALS ON, IN, UNDER OR AROUND THE PROPERTIES REGARDLESS OF WHEN SUCH HAZARDOUS MATERIALS WERE FIRST INTRODUCED IN, ON OR ABOUT THE PROPERTIES, (II) ANY PATENT OR LATENT DEFECTS OR DEFICIENCIES INCLUDING WITH RESPECT TO THE ASSETSTRANSACTIONS CONTEMPLATED BY THIS AGREEMENT (THE “SELLER RELEASED CLAIMS”); PROVIDED, AND (III) ANY AND ALL MATTERS RELATED THAT THE FOREGOING RELEASE SHALL NOT APPLY TO THE ASSETS OR ANY PORTION THEREOF; Table of Contents PROVIDED, HOWEVER, THAT IN NO EVENT SHALL ANY BUYER RELEASEE, JOINT VENTURE ENTITY, WHOLLY OWNED ENTITY OR SUBSIDIARY BE RELEASED FROM ANY CLAIMS ARISING FROM THE BREACH OF, OR PURSUANT TO THE INDEMNIFICATION OBLIGATIONS SET FORTH IN, THE EXPRESS PROVISIONS ENFORCEABILITY OF THIS AGREEMENT OR IN TO THE CLOSING DOCUMENTS; PROVIDED, FURTHER, THAT IN NO EVENT SHALL OBLIGATIONS OF BUYER RELEASEE BE RELEASED FROM ANY CLAIM IN THE EVENT OF ACTUAL FRAUD BY ANY BUYER RELEASEEUNDER THIS AGREEMENT.