ADEQUACY
OF THE PHYSICAL CONDITION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, THE
QUALITY OF THE DESIGN, LABOR AND MATERIALS USED TO CONSTRUCT THE IMPROVEMENTS
INCLUDED IN THE PROPERTY; THE CONDITION OF STRUCTURAL ELEMENTS, FOUNDATIONS,
ROOFS, GLASS, MECHANICAL, PLUMBING, ELECTRICAL, HVAC, SEWAGE AND UTILITY
COMPONENTS AND SYSTEMS; THE CAPACITY OR AVAILABILITY OF SEWER, WATER OR OTHER
UTILITIES; THE GEOLOGY, FLORA, FAUNA, SOILS, SUBSURFACE CONDITIONS, GROUNDWATER,
LANDSCAPING AND IRRIGATION OF, OR WITH RESPECT TO, THE PROPERTY, THE LOCATION OF
THE PROPERTY IN OR NEAR ANY SPECIAL TAXING DISTRICT, FLOOD HAZARD ZONE, WETLANDS
AREA, PROTECTED HABITAT, GEOLOGICAL FAULT OR SUBSIDENCE ZONE, HAZARDOUS WASTE
DISPOSAL OR CLEAN-UP SITE OR OTHER SPECIAL AREA; THE EXISTENCE, LOCATION OR
CONDITION OF INGRESS, EGRESS, ACCESS, AND PARKING; THE CONDITION OF THE PERSONAL
PROPERTY AND ANY FIXTURES; AND THE PRESENCE OF ANY ASBESTOS OR OTHER HAZARDOUS
MATERIAL, DANGEROUS OR TOXIC SUBSTANCE, MATERIAL OR WASTE, IN, ON, UNDER OR
ABOUT THE PROPERTY AND THE IMPROVEMENTS LOCATED THEREON. "HAZARDOUS MATERIAL(S)"
MEANS (A) THOSE SUBSTANCES INCLUDED WITHIN THE DEFINITIONS OF ANY ONE OR MORE OF
THE TERMS "HAZARDOUS SUBSTANCES," "TOXIC POLLUTANTS", "HAZARDOUS MATERIALS",
"TOXIC SUBSTANCES" AND "HAZARDOUS WASTE" IN THE COMPREHENSIVE ENVIRONMENTAL
RESPONSE, COMPENSATION AND LIABILITY ACT, 42 U.S.C. § 9601 ET SEQ. (AS AMENDED),
THE HAZARDOUS MATERIALS TRANSPORTATION ACT, AS AMENDED, 49 U.S.C. SECTIONS 1801
ET SEQ., THE RESOURCE CONSERVATION AND RECOVERY ACT OF 1976 AS AMENDED, 42
U.S.C. SECTION 6901 ET SEQ., SECTION 311 OF THE CLEAN WATER ACT, 15 U.S.C. §
2601 ET SEQ., 33 U.S.C. § 1251 ET SEQ., 42 U.S.C. 7401 ET SEQ., THE TOXIC
SUBSTANCES CONTROL ACT, 15 U.S.C. § 2601 ET SEQ, AND THE REGULATIONS AND
PUBLICATIONS ISSUED UNDER ANY SUCH LAWS, (B) PETROLEUM, RADON GAS, LEAD-BASED
PAINT, ASBESTOS OR ASBESTOS-CONTAINING MATERIAL AND POLYCHLORINATED BIPHENYLS
AND (C) MOLD OR WATER CONDITIONS WHICH MAY EXIST AT THE PROPERTY OR OTHER
SUBSTANCES, WASTES OR MATERIALS LISTED OR DEFINED BY ANY STATE OR LOCAL
STATUTES, REGULATIONS OR ORDINANCES PERTAINING TO THE PROTECTION OF HUMAN HEALTH
AND/OR THE ENVIRONMENT.
32
(ix)
ADEQUACY OF THE ASSET. THE ECONOMIC FEASIBILITY, CASH FLOW AND EXPENSES
OF THE ASSET AND HABITABILITY, MERCHANTABILITY, FITNESS, SUITABILITY AND
ADEQUACY OF THE PROPERTY FOR ANY PARTICULAR USE OR PURPOSE.
(x)
LEGAL COMPLIANCE OF THE ASSET. THE COMPLIANCE OR NON-COMPLIANCE OF
SELLER, THE OPERATION OF THE ASSET OR ANY PART THEREOF IN ACCORDANCE WITH, AND
THE CONTENTS OF, (A) ALL CODES, LAWS, ORDINANCES, REGULATIONS, AGREEMENTS,
LICENSES, PERMITS, APPROVALS AND APPLICATIONS OF OR WITH ANY GOVERNMENTAL
AUTHORITIES ASSERTING JURISDICTION OVER THE ASSET, INCLUDING, WITHOUT
LIMITATION, THOSE RELATING TO ZONING, BUILDING, PUBLIC WORKS, PARKING, FIRE AND
POLICE ACCESS, HANDICAP ACCESS, LIFE SAFETY, SUBDIVISION AND SUBDIVISION SALES,
HAZARDOUS MATERIALS, DANGEROUS AND/OR TOXIC SUBSTANCES, MATERIALS, CONDITIONS OR
WASTE, INCLUDING, WITHOUT LIMITATION, THE PRESENCE OF HAZARDOUS MATERIALS IN,
ON, UNDER OR ABOUT THE ASSET THAT WOULD CAUSE STATE OR FEDERAL AGENCIES TO ORDER
A CLEAN UP OF THE ASSET UNDER ANY APPLICABLE LAW AND (B) ALL AGREEMENTS,
COVENANTS, CONDITIONS, RESTRICTIONS (PUBLIC OR PRIVATE), DEVELOPMENT AGREEMENTS,
SITE PLANS, BUILDING PERMITS, GROUND LEASES, BUILDING