AGAINST SELLER OR SELLER'S AFFILIATES UNDER ANY
ENVIRONMENTAL LAW, NOW EXISTING OR HEREAFTER ENACTED OR PROMULGATED, RELATING TO
ENVIRONMENTAL MATTERS OR ENVIRONMENTAL CONDITIONS EXISTING AS OF THE CLOSING
(WHETHER KNOWN OR UNKNOWN) IN, ON, UNDER, ABOUT OR MIGRATING FROM OR ONTO THE
PROPERTY, INCLUDING, WITHOUT LIMITATION, THE COMPREHENSIVE ENVIRONMENTAL
RESPONSE, COMPENSATION AND LIABILITY ACT, OR BY VIRTUE OF ANY COMMON LAW RIGHT
(NOW EXISTING OR HEREINAFTER CREATED) RELATED TO ENVIRONMENTAL CONDITIONS OR
ENVIRONMENTAL MATTERS IN, ON, UNDER, ABOUT OR MIGRATING FROM OR ONTO THE REAL
PROPERTY.
THE FOREGOING SENTENCE SHALL NOT RELIEVE (A) SELLER OF ANY LIABILITY
IT MAY HAVE WITH RESPECT TO ITS REPRESENTATION MADE IN SECTION 8.3(f) OF THIS
AGREEMENT, SUBJECT, HOWEVER, IN ALL RESPECTS, TO THE PROVISIONS SET FORTH IN
SECTION 8.5 HEREOF, AND (B) 8/9 TRANSFEREE OF ANY LIABILITY IT MAY HAVE WITH
RESPECT TO ANY ENVIRONMENTAL MATTER OR ENVIRONMENTAL CONDITION IN, ON, UNDER,
ABOUT, OR MIGRATING FROM, THE EXCLUDED REAL PROPERTY OR WITH RESPECT TO THE ACTS
OR OMISSIONS OF 8/9 TRANSFEREE AT THE EXCLUDED REAL PROPERTY.
THE TERMS AND CONDITIONS OF THIS SECTION 5.4 WILL EXPRESSLY SURVIVE THE
TERMINATION OF THIS AGREEMENT OR THE CLOSING, AS THE CASE MAY BE, AND, IF THE
CLOSING OCCURS, WILL NOT MERGE WITH THE PROVISIONS OF ANY CLOSING DOCUMENTS AND
ARE HEREBY DEEMED INCORPORATED INTO THE LLC ASSIGNMENT AND ASSUMPTION AS FULLY
AS IF SET FORTH AT LENGTH THEREIN.
NOTHING IN THIS SECTION 5.4 SHALL NEGATE THE PRORATIONS UNDER SECTION 10.4.
SECTION 5.5
ISTAR FINANCIAL GUARANTY.
ISTAR IS EXECUTING THIS
AGREEMENT FOR THE SOLE PURPOSE OF GUARANTEEING TO THE SELLER INDEMNIFIED PARTIES
ANY AND ALL LIABILITY OF PURCHASER UNDER SECTION 5.3(B).
BY ITS SIGNATURE
ANNEXED TO THIS AGREEMENT, ISTAR ACKNOWLEDGES THAT ITS GUARANTY IS A GUARANTY OF
PAYMENT, AND NOT OF COLLECTION.
18
ARTICLE VI
TITLE AND SURVEY MATTERS
SECTION 6.1
SURVEY.
PURCHASER ACKNOWLEDGES RECEIPT OF THE EXISTING
SURVEY.
ANY MODIFICATION, UPDATE OR RE-CERTIFICATION OF THE EXISTING SURVEY
SHALL BE AT PURCHASER'S ELECTION AND SOLE COST AND EXPENSE.
THE EXISTING SURVEY
TOGETHER WITH ANY RE-CERTIFICATION THEREOF AND/OR UPDATE PURCHASER HAS ELECTED
TO OBTAIN, IF ANY, IS HEREIN REFERRED TO AS THE "SURVEY" .
SECTION 6.2
TITLE REPORT.
(A)
PURCHASER ACKNOWLEDGES RECEIPT FROM THE TITLE COMPANY OF A CURRENT
TITLE INSURANCE REPORT FOR THE PROPERTY (THE "TITLE REPORT"), TOGETHER WITH
COPIES OF THE TITLE EXCEPTIONS LISTED THEREON.
ALL (I) EXCEPTIONS TO TITLE SET
FORTH IN THE TITLE REPORT AND/OR MATTERS REVEALED BY THE EXISTING SURVEY,
(II) MATTERS WHICH ARE THE OBLIGATIONS OF SCHWAB UNDER THE SCHWAB LEASE,
(III) DOCUMENTS AND AGREEMENTS CONTEMPLATED BY THIS AGREEMENT TO BE RECORDED
AGAINST THE REAL PROPERTY ON OR PRIOR TO THE CLOSING DATE, INCLUDING, WITHOUT
LIMITATION, THE CREA, THE CRA AND THE UPDATED DEED NOTICE, AND (IV) TITLE
EXCEPTIONS CAUSED OR CREATED (WHETHER DIRECTLY OR INDIRECTLY) BY PURCHASER OR
ANY LICENSEE PARTIES WILL BE REFERRED TO HEREIN AS "PERMITTED EXCEPTIONS.
IN NO
EVENT SHALL ANY OF THE PERMITTED EXCEPTIONS CONSTITUTE TITLE DEFECTS (AS
HEREINAFTER DEFINED).
(B)
ALL TAXES, WATER RATES OR CHARGES,