Seller hereby represents and warrants the following matters to Purchaser as of the Effective Date (or such other time as provided herein) and Purchaser acknowledges and agrees that the representations and warranties contained herein are made solely by Seller and in no event shall be deemed to have been made by any of the Seller Release Parties. Whenever a representation or warranty or other reference is made in this Agreement on the basis of the knowledge, actual knowledge, best knowledge or otherwise with reference to the knowledge of Seller (any such reference, “ Seller’s Knowledge ”), such representation, warranty or reference is made solely on the basis of the actual, as distinguished from implied, imputed and constructive, knowledge, on the date that such representation or warranty is made, of Clark Hanrattie and Steen Petri (collectively, “ Seller’s Representatives ”), without inquiry or investigation or duty provided, however, that Seller’s Representatives shall have no personal liability whatsoever with respect to any such representation, warranty or otherwise under this Agreement. In addition to the foregoing, the representations and warranties of Seller herein shall be deemed modified to reflect: (1) the actual personal knowledge (as distinguished from implied, imputed and constructive knowledge) of Michael Medzigian, Gil Murillo or Rick Moceri (each a “ Purchaser’s Representative ”); and (2) any facts disclosed to Purchaser (or any Purchaser Party) in (A) any written memorandum, report, letter, study, spreadsheet, chart, table, abstract, summary or survey (collectively, “ Diligence Reports ”) prepared by Purchaser, any Purchaser Party or any advisor, consultant, attorney, accountant or other agent of Purchaser (i.e. expressly excluding any Diligence Reports prepared by third parties other than those noted in the preceding clause) or (B) the documents, agreements, statements, correspondence and other files set forth on Exhibit P which have been delivered or otherwise made available to Purchaser, which Exhibit P shall be updated within one (1) Business Day following the expiration of the Inspection Period to reflect any additional materials provided to Purchaser, any Purchaser Party or any advisor, consultant, attorney, account or other agent of Purchaser (as so updated, the “ Diligence Material ”), so long as, in each instance of clauses (A) and (B), the particular actual personal knowledge of a Purchaser Representative under clause (1) above or the particular information contained in or disclosed by any such Diligence Reports or Diligence Material under clause (2) above would, or likely would, lead an experienced real estate professional to reasonably conclude that such information within such actual personal knowledge or such Diligence Reports contains or discloses information that is inconsistent in material respects with and could constitute a breach of the Seller Representations (collectively items 1 and 2 above are herein referred to as a “ Representation Qualification ”).