encumbrances of
record ("Permitted Exceptions") other than the following: (i) the liens of any
mortgage, trust deed or deed of trust evidencing an indebtedness owed by
Landlord; (ii) mechanic's liens pursuant to a written agreement between the
claimant and Landlord; (iii) broker's liens pursuant to a written agreement
between the broker and Landlord and (iv) any other lien securing the payment of
money owed by Landlord (the "Mandatory Cure Items"). Landlord shall, at
Landlord's sole cost, cure and remove any Mandatory Cure Items on or prior to
the Closing. If Landlord fails to cure and remove (whether by endorsement or
otherwise) any Mandatory Cure Items on or prior to the Closing, Tenant may, at
its option and as its sole remedy hereunder, at law, in equity or pursuant to
the Lease, either (i) terminate its election to exercise this Right of First
Offer, in which event the Earnest Money shall be returned by Landlord to Tenant
and this Right of First Offer shall thereafter become forever null and void, or
(ii) proceed to close with title to the Premises as it then is with the right to
deduct from the Purchase Price the amount reasonably necessary to cure and
remove (by endorsement or otherwise, as mutually and reasonably determined by
Tenant and Landlord) those Mandatory Cure Items that Landlord has failed to cure
and remove.
g.
Property Transferred "As Is". The sale of the Premises pursuant to
this Right of First Offer as provided for herein shall be made on a "AS IS,"
"WHERE-IS" basis as of the Closing Date, without any representations or
warranties, of any nature whatsoever from Landlord. Landlord hereby specifically
disclaims any warranty (oral or written) concerning: (i) the nature and
condition of the Premises and the suitability thereof for any and all activities
and uses that Tenant may elect to conduct thereon, (ii) the manner,
construction, condition and state of repair or lack of repair of any
improvements located thereon, (iii) the nature and extent of any right-of-way,
lien, encumbrance, license, reservation, condition or otherwise, (iv) the
compliance of the Premises or its operation with any laws, rules, ordinances, or
regulations of any government or other body; and (v) any other matter
whatsoever. Tenant expressly acknowledges that, in consideration of the
agreements of Landlord herein, LANDLORD MAKES NO WARRANTY OR REPRESENTATION,
EXPRESS OR IMPLIED, OR ARISING BY OPERATION OF LAW, INCLUDING, BUT NOT LIMITED
TO, ANY WARRANTY OF QUANTITY, QUALITY, CONDITION, HABITABILITY, MERCHANTABILITY,
SUITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE PREMISES, ANY
IMPROVEMENTS LOCATED THEREON, OR ANY SOIL CONDITIONS RELATED THERETO. TENANT,
FOR TENANT AND TENANT'S SUCCESSORS AND ASSIGNS, HEREBY RELEASES LANDLORD FROM
AND WAIVES ANY AND ALL CLAIMS AND LIABILITIES AGAINST LANDLORD FOR, RELATED TO,
OR IN CONNECTION WITH, ANY ENVIRONMENTAL CONDITION AT THE PREMISES (OR THE
PRESENCE OF ANY
F-3
MATTER OR SUBSTANCE RELATING TO THE ENVIRONMENTAL CONDITION OF THE PREMISES),
INCLUDING, BUT NOT LIMITED TO, CLAIMS AND/OR LIABILITIES RELATING TO (IN ANY
MANNER WHATSOEVER) ANY HAZARDOUS, TOXIC OR DANGEROUS