in which Seller, under penalty of perjury, affirms that Seller is not a "foreign
person" as defined in the Code, states the United States taxpayer identification
number of Seller, affirms that Seller intends to timely file a United States
income return with respect to the transfer of the Interest and which otherwise
conforms to the requirements of Section 1445 of the Code and the Regulations
promulgated thereunder.
15.
AS-IS CONDITION OF PROPERTY. EXCEPT FOR THE SPECIFIC COVENANTS,
REPRESENTATIONS AND WARRANTIES IN SECTIONS 3 AND 4 HEREIN AND IN THE CLOSING
DOCUMENTS DELIVERED BY SELLER AT CLOSING, THE SALE OF THE INTEREST AS PROVIDED
FOR HEREIN IS MADE ON AN "AS IS, WHERE-IS" CONDITION AND BASIS WITH ALL FAULTS.
TO THE EXTENT PERMITTED BY LAW, SELLER SPECIFICALLY DISCLAIMS ALL WARRANTIES OR
REPRESENTATIONS OF ANY KIND OR CHARACTER, EXPRESS, IMPLIED, STATUTORY OR
OTHERWISE (INCLUDING WARRANTIES OF MERCHANTABILITY AND WARRANTIES OF FITNESS FOR
USE OR ACCEPTABILITY FOR THE PURPOSE INTENDED BY BUYER) WITH RESPECT TO THE
INTEREST, THE PROPERTY OR THE PROPERTY'S CONDITION OR THE CONSTRUCTION,
PROSPECTS, OPERATIONS OR RESULTS OF OPERATIONS OF THE PROPERTY. THE DISCLAIMERS
HEREOF SPECIFICALLY EXTEND TO, WITHOUT LIMITATION, (1) MATTERS RELATING TO
HAZARDOUS MATERIALS AND COMPLIANCE WITH ENVIRONMENTAL LAWS, (2) GEOLOGICAL
CONDITIONS, INCLUDING SUBSIDENCE, SUBSURFACE CONDITIONS, WATER TABLE,
UNDERGROUND STREAMS AND RESERVOIRS AND OTHER UNDERGROUND WATER CONDITIONS,
LIMITATIONS REGARDING THE WITHDRAWAL OF WATER, EARTHQUAKE FAULTS, AND MATTERS
RELATING TO FLOOD PRONE AREAS, FLOOD PLAIN, FLOODWAY OR SPECIAL FLOOD HAZARDS,
(3) DRAINAGE, (4) SOIL CONDITIONS, INCLUDING THE EXISTENCE OF INSTABILITY,
CONDITIONS OF SOIL FILL, SUSCEPTIBILITY TO LANDSLIDES, AND THE SUFFICIENCY OF
ANY UNDERSHORING, (5) ZONING AND SUBDIVISION AND COMPLIANCE WITH ZONING AND
SUBDIVISION LAWS, (6) THE VALUE AND PROFIT POTENTIAL OF THE INTEREST OR THE
PROPERTY AND (7) DESIGN, QUALITY, SUITABILITY, STRUCTURAL INTEGRITY AND PHYSICAL
CONDITION OF THE PROPERTY AND COMPLIANCE OF THE PROPERTY WITH ANY LAWS
(INCLUDING BUILDING CODES AND SIMILAR LAWS, THE AMERICANS WITH DISABILITIES ACT
OF 1990 AND THE FAIR HOUSING AMENDMENTS ACT OF 1988). BUYER REPRESENTS AND
WARRANTS TO SELLER THAT BUYER IS A KNOWLEDGEABLE, EXPERIENCED AND SOPHISTICATED
BUYER OF REAL ESTATE. BUYER ACKNOWLEDGES THAT, EXCEPT FOR THE SPECIFIC
COVENANTS, REPRESENTATIONS AND WARRANTIES MADE BY SELLER IN SECTIONS 3 AND 4
HEREIN AND IN THE CLOSING DOCUMENTS DELIVERED BY SELLER AT CLOSING, BUYER HAS
NOT RELIED UPON AND WILL NOT RELY UPON, EITHER DIRECTLY OR INDIRECTLY, ANY
STATEMENT OF SELLER OR ANY OF ITS AFFILIATES OR ANY OFFICER, DIRECTOR, TRUSTEE,
AGENT, EMPLOYEE, BROKER, ATTORNEY OR OTHER PERSON ACTING OR PURPORTING TO ACT ON
BEHALF OF SELLER OR ANY OF ITS AFFILIATES. BUYER ACKNOWLEDGES THAT IT HAS
CONDUCTED OR WILL CONDUCT SUCH INSPECTIONS AND INVESTIGATIONS AS TO THE INTEREST
AND THE CONDITION OF THE PROPERTY AND ALL MATTERS BEARING UPON THE INTEREST, THE
PROPERTY AND THE CONSTRUCTION, PROSPECTS, OPERATIONS AND RESULTS OF OPERATIONS
OF THE PROPERTY AS IT DEEMS NECESSARY TO PROTECT ITS INTERESTS. BUYER IS
ACQUIRING THE INTEREST "AS IS" AND "WHERE IS" AND WITH ALL FAULTS, DEFECTS OR
OTHER ADVERSE MATTERS. UPON CLOSING, EXCEPT