DOES HEREBY ACKNOWLEDGE, REPRESENT, WARRANT AND
AGREE, TO AND WITH THE SELLER, THAT, (A)
EXCEPT FOR SELLER'S EXPRESS
REPRESENTATIONS AND WARRANTIES HEREUNDER, BUYER IS PURCHASING THE PROPERTY IN AN
"AS-IS" CONDITION AS OF THE DATE OF THE CLOSE OF ESCROW WITH RESPECT TO ANY
FACTS, CIRCUM­STANCES, CONDITIONS AND DEFECTS; (B) EXCEPT FOR SELLER'S EXPRESS
REPRESENTATIONS AND WARRANTIES HEREUNDER, SELLER HAS NO OBLIGATION TO REPAIR OR
CORRECT ANY SUCH FACTS, CIRCUMSTANCES, CONDI­TIONS OR DEFECTS OR COMPENSATE
BUYER FOR SAME; (C) BY THE CLOSE OF ESCROW, BUYER SHALL HAVE UNDERTAKEN ALL SUCH
PHYSICAL INSPECTIONS AND EXAMINATIONS OF THE PROPERTY AS BUYER DEEMS NECESSARY
OR APPROPRIATE UNDER THE CIRCUM­STANCES, AND THAT BASED UPON SAME, BUYER IS AND
WILL BE RELYING STRICTLY AND SOLELY UPON SELLER'S EXPRESS REPRESENTATIONS AND
WARRANTIES HEREUNDER, SUCH INSPECTIONS AND EXAMINATIONS AND THE ADVICE AND
COUNSEL OF ITS AGENTS AND OFFICERS, AND BUYER IS AND WILL BE FULLY SATISFIED
THAT THE PURCHASE PRICE IS FAIR AND ADEQUATE CONSIDERATION FOR THE PROPERTY; (D)
EXCEPT FOR SELLER'S EXPRESS REPRESENTATIONS AND WARRANTIES HEREUNDER, NEITHER
SELLER NOR ANY REPRESENTATIVE, AGENT, EMPLOYEE, PROPERTY MANAGER, BROKER,
PRINCIPAL, MEMBER, PARTNER AFFILIATE OR CONSULTANT OF SELLER IS MAKING OR HAS
MADE ANY WARRANTY OR REPRESENTATION WITH RESPECT TO ALL OR ANY PART OF THE
PROPERTY (INCLUDING, BUT NOT LIMITED TO, ANY MATTERS CONTAINED IN DOCUMENTS MADE
AVAILABLE OR DELIVERED TO BUYER IN CONNECTION WITH THIS AGREEMENT) AS AN
INDUCEMENT TO BUYER TO ENTER INTO THIS ESCROW AND THEREAFTER TO PURCHASE THE
PROPERTY OR FOR ANY OTHER PURPOSE, AND BUYER HEREBY EXPRESSLY DISCLAIMS (ON
BEHALF OF ITSELF AND ANY PARTY AFFILIATED WITH OR RELATED TO BUYER) ANY AND ALL
REPRESENTATIONS AND WARRANTIES; AND (E) EXCEPT FOR SELLER'S EXPRESS
REPRESENTATIONS AND WARRANTIES HEREUNDER, BY REASON OF ALL OF THE FOREGOING,
BUYER SHALL ASSUME THE FULL RISK OF ANY LOSS OR DAMAGE OCCASIONED BY ANY FACT,
CIRCUMSTANCE, CONDITION OR DEFECT PERTAINING TO THE PROPERTY, INCLUDING WITHOUT
LIMITATION ITS COMPLIANCE WITH "GOVERNMENTAL REGULATIONS", THE EXISTENCE OR
ABSENCE OF HAZARDOUS SUBSTANCES, OR THE PERMISSIBILITY, FEASIBILITY OR
CONVERTIBILITY OF ALL OR ANY PORTION OF THE PROPERTY FOR ANY PARTICULAR USE OR
PURPOSE.
THE PRESENCE OF ANY ASBESTOS CONTAINING MATERIAL, HAZARDOUS, TOXIC OR
RADIOACTIVE WASTE, SUBSTANCE OR MATERIALS IN, ON, UNDER OR ABOUT THE PROPERTY,
AND BUYER HEREBY EXPRESSLY AND UNCONDITIONALLY WAIVES AND RELEASES SELLER AND
ALL OF ITS PARENTS, MEMBERS, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS,
SHAREHOLDERS, PARTNERS, AGENTS AND EMPLOYEES, AND THEIR RESPECTIVE SUCCESSORS,
HEIRS AND ASSIGNS AND EACH OF THEM (INDIVIDUALLY AND COLLECTIVELY, THE "RELEASED
PARTIES") FROM ANY AND ALL RIGHTS AND CLAIMS AGAINST SELLER AND/OR THE RELEASED
PARTIES WITH RESPECT TO THE PROPERTY INCLUDING, WITHOUT LIMITATION, THE
CONDITION, VALUATION, MARKETABILITY OR UTILITY OF THE PROPERTY
(INCLUDING
WITHOUT LIMITATION ANY RIGHTS OF BUYER UNDER THE STATE OR FEDERAL COMPREHENSIVE
ENVIRONMENTAL RESPONSE, COMPENSATION AND LIABILITY ACT, AS AMENDED FROM TIME TO
TIME, OR SIMILAR LAWS).
BUYER ACKNOWLEDGES AND AGREES THAT THE FOREGOING WAIVER
AND RELEASE INCLUDES ALL RIGHTS AND CLAIMS OF BUYER AGAINST SELLER PERTAINING TO
THE PROPERTY, WHETHER HERETOFORE OR NOW EXISTING OR HEREAFTER