RELATING TO PHYSICAL CONDITIONS, OPERATION, PERFORMANCE, TITLE, OR LEGAL
MATTERS.
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5.2 EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, INVESTOR HEREBY WAIVES,
RELEASES AND FOREVER DISCHARGES WWP SPONSOR AND THE WWP SPONSOR PARTIES 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, CONTINGENT, PRESENT, FUTURE, KNOWN OR UNKNOWN,
SUSPECTED OR UNSUSPECTED, INCLUDING, WITHOUT LIMITATION, INTEREST, PENALTIES,
FINES, AND ATTORNEYS' AND EXPERTS' FEES AND EXPENSES, WHETHER CAUSED BY, ARISING
FROM, OR PREMISED, IN WHOLE OR IN PART, UPON A WWP SPONSOR PARTY'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 INVESTOR, ITS SUCCESSORS OR ASSIGNS MAY HAVE OR INCUR IN ANY
MANNER OR WAY CONNECTED WITH, ARISING FROM, OR RELATED TO THE OFFICE PROPERTY,
THE AMENITIES PROPERTY OR THE AMENITIES MEMBERSHIP INTERESTS, INCLUDING WITHOUT
LIMITATION (I) THE ENVIRONMENTAL CONDITION OF THE REAL PROPERTY, THE PRESENCE OF
HAZARDOUS MATERIALS ON, ABOVE OR BENEATH THE REAL PROPERTY (OR ANY PARCEL IN
PROXIMITY THERETO) OR IN ANY WATER ON OR UNDER THE REAL PROPERTY OR (II) ACTUAL
OR ALLEGED VIOLATIONS OF ENVIRONMENTAL LAWS AND/OR ANY REAL PROPERTY CONDITIONS.
INVESTOR AGREES, REPRESENTS AND WARRANTS THAT THE MATTERS RELEASED HEREIN ARE
NOT LIMITED TO MATTERS WHICH ARE KNOWN, DISCLOSED, SUSPECTED OR FORESEEABLE, AND
INVESTOR HEREBY WAIVES ANY AND ALL RIGHTS AND BENEFITS WHICH IT NOW HAS, OR IN
THE FUTURE MAY HAVE, CONFERRED UPON INVESTOR BY VIRTUE OF THE PROVISIONS OF ANY
LAW WHICH WOULD LIMIT OR DETRACT FROM THE FOREGOING GENERAL RELEASE OF KNOWN AND
UNKNOWN CLAIMS.
5.3 (a) Investor shall have the right, in its sole and absolute discretion, and
at its sole cost and expense, to cause (i) that certain Phase I Environmental
Site Assessment dated January 31, 2013 and prepared by EMG and (ii) that certain
Property Condition Report dated February 17, 2013 and prepared by EMG
(collectively, the "Reports"), which Reports were previously prepared for the
benefit of Lender with respect to the Real Property to be updated (the "Updated
Reports"), and for reliance letters to be issued to Office Owner, Amenities
Owner and Investor (collectively, the "Reliance Letters"). WWP Sponsor hereby
waives any conflict of interest or proprietary rights with respect to such
Reports, and shall reasonably cooperate with Investor to cause the Updated
Reports to be prepared in a timely manner, at Investor's expense, between the
Effective Date and the Closing Date.
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(b) In the event any of the Updated Reports identify or there shall occur
between the Effective Date and the original Scheduled Closing Date (i) any
material and adverse change in the physical condition of the Property or (ii)
the presence of Hazardous Materials on, at, under, in or emanating from the Real
Property in violation of Applicable Law, and which matters were not included in
the Reports, and in either such event, the same