REFERENCED HEREIN, THE TERM "PERMITTED ENCUMBRANCES" SHALL MEAN
THOSE ITEMS SET FORTH ON SCHEDULE 2 ANNEXED HERETO AND MADE A PART HEREOF.
(D)
SELLER AGREES THAT PURCHASER SHALL BE THE BENEFICIARY OF PARAGRAPH
24(E) UNDER THE EXISTING LEASE, AND PURCHASER AGREES THAT, SUBJECT TO LESSOR'S
OBLIGATIONS UNDER SAID PARAGRAPH 24(E), PURCHASER SHALL BE SOLELY RESPONSIBLE
FOR THE COST OF ANY AND ALL TITLE INSURANCE, INCLUDING ENDORSEMENTS, IN
CONNECTION WITH ITS PURCHASE OF THE PROPERTY AND ANY FINANCING THEREOF.
(E)
SELLER AGREES THAT IT SHALL NOT APPROVE OR ACCEPT ANY TITLE
EXCEPTIONS OR MATTERS PURSUANT TO PARAGRAPH 24(D)(IV) OF THE EXISTING LEASE
WITHOUT PURCHASER'S PRIOR WRITTEN CONSENT, SUCH CONSENT NOT TO BE UNREASONABLY
WITHHELD, DELAYED OR CONDITIONED, TAKING INTO ACCOUNT, AMONG OTHER THINGS,
PURCHASER'S INTENDED USE AND DEVELOPMENT OF THE PROPERTY.
7.
TERMS OF THE EXISTING LEASE AND CONDITION OF THE PROPERTY.
EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN TO THE CONTRARY, PURCHASER AGREES
TO ACCEPT THE EXISTING LEASE AND THE PROPERTY FROM LESSOR IN THEIR "AS IS"
CONDITION ON THE DATE HEREOF, SUBJECT TO THE PROVISIONS OF SECTION 10 HEREOF.
PURCHASER HEREBY CONFIRMS THAT PURCHASER HAS (AND/OR HAS BEEN PROVIDED A
SUFFICIENT AND REASONABLE OPPORTUNITY TO HAVE) (I) EXAMINED, INSPECTED AND
INVESTIGATED TO THE FULL SATISFACTION OF PURCHASER, THE TERMS AND CONDITIONS OF
THE EXISTING LEASE, AND THE PHYSICAL NATURE AND CONDITION OF THE PROPERTY,
(II) INDEPENDENTLY INVESTIGATED, ANALYZED AND APPRAISED THE VALUE AND
PROFITABILITY OF THE EXISTING LEASE AND THE PROPERTY AND (III) REVIEWED SUCH
OTHER DOCUMENTS AND MATERIALS AS PURCHASER HAS DEEMED ADVISABLE.
PURCHASER
ACKNOWLEDGES THAT, EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT, NEITHER
SELLER, NOR ANY REAL ESTATE BROKER, AGENT, EMPLOYEE, SERVANT, CONSULTANT OR
REPRESENTATIVE OF SELLER HAS MADE ANY REPRESENTATIONS OR WARRANTIES WHATSOEVER
REGARDING THE SUBJECT MATTER OF THIS AGREEMENT OR THE TRANSACTION CONTEMPLATED
HEREBY, INCLUDING WITHOUT LIMITATION, REPRESENTATIONS AS TO THE TERMS OR
CONDITIONS OF THE EXISTING LEASE, OR THE PHYSICAL NATURE OR CONDITION OF THE
PROPERTY, ZONING LAWS, BUILDING CODES, LAWS AND REGULATIONS, ENVIRONMENTAL
MATTERS, THE VIOLATION OF ANY LAWS, ORDINANCES, RULES, REGULATIONS OR ORDERS OF
ANY GOVERNMENTAL AUTHORITY, WATER, SEWER OR OTHER UTILITIES, RENTS OR OTHER
INCOME, EXPENSES APPLICABLE TO THE EXISTING LEASE OR THE PROPERTY, CAPITAL
EXPENDITURES, LEASES, EXISTING OR FUTURE OPERATIONS OF THE PROPERTY OR ANY OTHER
MATTER OR THING AFFECTING OR RELATED TO THE EXISTING LEASE OR THE PROPERTY OR
THE OPERATION THEREOF.
IN EXECUTING, DELIVERING AND/OR PERFORMING THIS
AGREEMENT, PURCHASER HAS NOT RELIED UPON AND DOES NOT RELY UPON, AND SELLER
SHALL NOT BE LIABLE OR BOUND IN ANY MANNER BY, EXPRESS OR IMPLIED WARRANTIES,
GUARANTIES, PROMISES, STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO
ANY OF THE MATTERS SET FORTH ABOVE IN THIS SECTION 7 MADE OR FURNISHED BY SELLER
OR BY ANY REAL ESTATE BROKER, AGENT, EMPLOYEE, SERVANT OR ANY OTHER
9
PERSON REPRESENTING OR PURPORTING TO REPRESENT SELLER TO WHOMEVER MADE OR GIVEN,
DIRECTLY OR INDIRECTLY, VERBALLY OR IN WRITING, UNLESS SUCH WARRANTIES,
GUARANTIES, PROMISES, STATEMENTS, REPRESENTATIONS OR INFORMATION ARE EXPRESSLY
AND SPECIFICALLY SET FORTH HEREIN.
8.