FEES (COLLECTIVELY, THE "CLAIMS") WITH RESPECT TO ANY AND ALL
CLAIMS, WHETHER DIRECT OR INDIRECT, KNOWN OR UNKNOWN, FORESEEN OR UNFORESEEN,
THAT MAY ARISE ON ACCOUNT OF OR IN ANY WAY BE CONNECTED WITH THE ASSET OR THE
PROPERTY INCLUDING, WITHOUT LIMITATION, THE PHYSICAL, ENVIRONMENTAL AND
STRUCTURAL CONDITION OF THE PROPERTY OR ANY LAW OR REGULATION APPLICABLE
THERETO, INCLUDING, WITHOUT LIMITATION, ANY CLAIM OR MATTER (REGARDLESS OF WHEN
IT FIRST APPEARED) RELATING TO OR ARISING FROM (A) THE PRESENCE OF ANY
ENVIRONMENTAL PROBLEMS, OR THE USE, PRESENCE, STORAGE, RELEASE, DISCHARGE, OR
MIGRATION OF HAZARDOUS MATERIALS ON, IN, UNDER OR AROUND THE PROPERTY REGARDLESS
OF WHEN SUCH HAZARDOUS MATERIALS WERE FIRST INTRODUCED IN, ON OR ABOUT THE
PROPERTY, (B) ANY PATENT OR LATENT DEFECTS OR DEFICIENCIES WITH RESPECT TO THE
PROPERTY, (C) ANY AND ALL MATTERS RELATED TO THE PROPERTY OR ANY PORTION
THEREOF, INCLUDING WITHOUT LIMITATION, THE CONDITION AND/OR OPERATION OF THE
PROPERTY AND EACH PART THEREOF, AND (D) THE PRESENCE, RELEASE AND/OR REMEDIATION
OF ASBESTOS AND ASBESTOS CONTAINING MATERIALS IN, ON OR ABOUT THE PROPERTY
REGARDLESS OF WHEN SUCH ASBESTOS AND ASBESTOS CONTAINING MATERIALS WERE FIRST
INTRODUCED IN, ON OR ABOUT THE PROPERTY; PROVIDED, HOWEVER, THAT IN NO EVENT
SHALL RELEASEES BE RELEASED FROM (X) ANY CLAIMS ARISING PURSUANT TO THE
PROVISIONS OF THIS AGREEMENT OR THE SELLER'S OBLIGATIONS, IF ANY, UNDER THE
CLOSING DOCUMENTS OR (Y) ANY CLAIMS ARISING FROM ANY FRAUDULENT ACTS COMMITTED
BY THE SELLER TO THE BUYER IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY
THIS AGREEMENT. THE BUYER FURTHER AGREES THAT THE WAIVERS AND RELEASES HEREIN
HAVE BEEN NEGOTIATED AND AGREED UPON IN LIGHT OF THAT REALIZATION AND THAT THE
BUYER NEVERTHELESS HEREBY INTENDS TO RELEASE, DISCHARGE AND ACQUIT THE SELLER
FROM ANY SUCH UNKNOWN CLAIMS, DEBTS, AND CONTROVERSIES WHICH MIGHT IN ANY WAY BE
INCLUDED AS A MATERIAL PORTION OF THE CONSIDERATION GIVEN TO THE SELLER BY THE
BUYER IN EX CHANGE FOR THE SELLER'S PERFORMANCE HEREUNDER. THE SELLER HAS GIVEN
THE BUYER MATERIAL CONCESSIONS REGARDING THIS TRANSACTION IN EXCHANGE FOR
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THE BUYER AGREEING TO THE PROVISIONS OF THIS SECTION 7.3. THE SELLER AND THE
BUYER HAVE EACH INITIALED THIS SECTION 7.3 TO FURTHER INDICATE THEIR AWARENESS
AND ACCEPTANCE OF EACH AND EVERY PROVISION HEREOF. THE PROVISIONS OF THIS
SECTION 7.3 SHALL SURVIVE THE CLOSING AND SHALL NOT BE DEEMED MERGED INTO ANY
INSTRUMENT OR CONVEYANCE DELIVERED AT THE CLOSING.
SELLER'S INITIALS:
BUYER'S INITIALS:
ARTICLE VIII
TITLE AND PERMITTED EXCEPTIONS
SECTION 8.1. Title Insurance and Survey.
The Property shall be sold and is to be conveyed, and the Buyer agrees to
purchase the Property, subject only to the Permitted Exceptions.
SECTION 8.2. Title Commitment; Survey.
The Buyer has received and reviewed a copy of the Title Commitment and the
Existing Survey.
SECTION 8.3. Delivery of Title.
(a) At or prior the Closing, the Seller shall obtain releases of (i) all
mortgages and/or deed of trust liens and other financing items encumbering the
Asset ("Financing Liens"), (ii) tax liens (other than liens for