OF THIS AGREEMENT, AND PURCHASER HAS
BEEN REPRESENTED BY ADEQUATE LEGAL COUNSEL IN CONNECTION HEREWITH AND HAS
CONFERRED WITH SUCH LEGAL COUNSEL CONCERNING THE WAIVERS AND OTHER CONDITIONS OF
THIS SECTION 5.2.
/s/ JR______________________
PURCHASER'S INITIALS
5.2.4
PURCHASER REPRESENTS AND WARRANTS THAT PURCHASER IS A KNOWLEDGEABLE,
EXPERIENCED AND SOPHISTICATED BUYER OF MULTI-FAMILY REAL ESTATE AND THAT
PURCHASER HAS RELIED AND SHALL RELY SOLELY ON (A) PURCHASER'S OWN EXPERTISE AND
THAT OF PURCHASER'S CONSULTANTS IN PURCHASING THE PROPERTY; (B) PURCHASER'S OWN
KNOWLEDGE OF THE PROPERTY BASED ON PURCHASER'S INVESTIGATIONS AND INSPECTIONS OF
THE PROPERTY; AND (C) THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY MADE BY
SELLER IN SECTION 6.1. BY THE CLOSING DATE, PURCHASER WILL HAVE CONDUCTED SUCH
INSPECTIONS AND INVESTIGATIONS OF THE PROPERTY AS PURCHASER DEEMS NECESSARY,
INCLUDING THE PHYSICAL AND ENVIRONMENTAL CONDITIONS THEREOF, AND SHALL RELY UPON
THE SAME. PURCHASER ACKNOWLEDGES AND AGREES THAT UPON CLOSING, SELLER SHALL SELL
AND CONVEY TO PURCHASER AND PURCHASER SHALL ACCEPT THE PROPERTY "AS IS, WHERE
IS," WITH ALL FAULTS AND DEFECTS (LATENT AND APPARENT). PURCHASER FURTHER
ACKNOWLEDGES AND AGREES THAT THERE ARE NO ORAL AGREEMENTS, WARRANTIES OR
REPRESENTATIONS WITH RESPECT TO THE PROPERTY MADE BY SELLER (OTHER THAN THOSE
REPRESENTATIONS AND WARRANTIES EXPRESSLY MADE BY SELLER IN SECTION 6.1), OR THE
SELLER PARTIES.
/s/ JR _______________________
PURCHASER'S INITIALS
5.2.5
WITHOUT IN ANY WAY LIMITING ANY PROVISION OF THIS SECTION 5.2,
PURCHASER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT, EXCEPT WITH RESPECT TO THE
EXPRESS REPRESENTATIONS AND THE OBLIGATIONS OF SELLER SET FORTH IN SECTION 7.1
OF THIS AGREEMENT, AND SUBJECT TO ARTICLE 10 HEREOF, AND EXCEPT TO THE EXTENT
NECESSARY TO
11
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PURSUE ANY CLAIM AGAINST ANY PREDECESSOR TO SELLER IN OWNERSHIP OF THE PROPERTY
OR AGAINST ANY THIRD PARTY, PURCHASER HEREBY WAIVES, RELEASES AND DISCHARGES ANY
CLAIM IT HAS, MIGHT HAVE HAD OR MAY HAVE AGAINST SELLER WITH RESPECT TO (I) THE
DISCLAIMED MATTERS, (II) THE CONDITION OF THE PROPERTY AS OF THE CLOSING DATE,
(III) THE PAST, PRESENT OR FUTURE CONDITION OR COMPLIANCE OF THE PROPERTY WITH
REGARD TO ANY ENVIRONMENTAL PROTECTION, POLLUTION CONTROL OR LAND USE LAWS,
RULES, REGULATIONS, ORDERS OR REQUIREMENTS, INCLUDING, WITHOUT LIMITATION,
CERCLA (AS HEREINAFTER DEFINED), OR (IV) ANY OTHER STATE OF FACTS THAT EXISTS
WITH RESPECT TO THE PROPERTY. THIS RELEASE AS WELL AS THE RELEASE SET FORTH IN
SECTION 15.19 SHALL BE GIVEN FULL FORCE AND EFFECT ACCORDING TO EACH OF ITS
EXPRESS TERMS AND PROVISIONS, INCLUDING THOSE RELATING TO UNKNOWN AND
UNSPECIFIED CLAIMS, DAMAGES AND CAUSES OF ACTION, AND, IN THAT REGARD, PURCHASER
HEREBY ACKNOWLEDGES THAT IT IS HEREBY EXPRESSLY WAIVING ALL RIGHTS AND BENEFITS
IT MAY NOW HAVE OR HEREAFTER ACQUIRE ACCORDING TO APPLICABLE LAW WHICH OTHERWISE
PROVIDES THAT A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR
DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING
THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY EFFECTED HIS OR
HER SETTLEMENT WITH THE DEBTOR. THE WAIVER, RELEASE AND DISCHARGE SET FORTH