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EL185\77\951318.v3
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<br />c. Seller’s and Buyer’s Options. In the event that any of the foregoing contingencies fail
<br />to be satisfied on or before the Closing Date or the end of the Due Diligence Period, as
<br />applicable:
<br />i. The applicable party may terminate this Agreement, and Buyer and Seller shall
<br />execute and deliver to each other documentation effecting the termination of
<br />this Agreement; or
<br />ii. The applicable party may waive such failure and proceed to Closing; provided
<br />that the contingencies in Section 8(a) are solely for the benefit of the Buyer
<br />and may be waived only by the Buyer as provided in therein) and the
<br />contingencies in Section 8(b) are solely for the benefit of the Seller and may
<br />be waived only by the Seller as provided therein; or
<br />iii. Buyer and the Seller may mutually agree to extend the Closing Date.
<br />9. Real Estate Taxes and Special Assessments. Any general real estate taxes payable in the
<br />year in which Closing occurs shall be prorated between the Buyer and the Seller as of the date of Closing.
<br />The Seller will pay all outstanding special assessments with respect to the Property.
<br />10. Representations and Warranties of Seller. The Property shall be sold AS-IS. Buyer
<br />acknowledges that it has inspected or will have had the opportunity to inspect the Property and agrees to
<br />accept the Property “AS IS” with no right of set off or reduction in the Purchase Price. Such sale shall be
<br />without representation of warranties, express or implied, either oral or written, made by Seller or any
<br />official, employee or agent of Seller with respect to the physical condition of the Property, including but
<br />not limited to, the existence or absence of petroleum, hazardous substances, pollutants or contaminants in,
<br />on, or under, or affecting the Property or with respect to the compliance of the Property or its operation
<br />with any laws, ordinances, or regulations of any government or other body, except as stated above. Buyer
<br />acknowledges and agrees that Seller has not made and does not make any representations, warranties, or
<br />covenants of any kind or character whatsoever, whether expressed or implied, with respect to warranty of
<br />income potential, operating expenses, uses, habitability, tenant ability, or suitability for any purpose,
<br />merchantability, or fitness of the Property for a particular purpose, all of which warranties Seller hereby
<br />expressly disclaims, except as stated above. Buyer is relying entirely upon information and knowledge
<br />obtained from Buyer’s own investigation, experience and knowledge obtained from Buyer’s own
<br />investigation, experience, or personal inspection of the Property. Buyer expressly assumes, at closing, all
<br />environmental and other liabilities with respect to the Property and releases and indemnifies Seller from
<br />same, whether such liability is imposed by statute or derived from common law including, but not limited
<br />to, liabilities arising under the Comprehensive Environmental Response, Compensation and Liability Act
<br />(“CERCLA”), the Hazardous and Solid Waste Amendments Act, the Resource Conservation and Recovery
<br />Act (“RCRA”), the federal Water Pollution Control Act, the Safe Drinking Water Act, the Toxic
<br />Substances Act, the Superfund Amendments and Reauthorization Act, the Toxic Substances Control Act,
<br />and the Hazardous Materials Transportation Act, all as amended, and all other comparable federal, state
<br />or local environmental conservation or protection laws, rules or regulations. The foregoing assumption
<br />and release shall survive Closing. All statements of fact or disclosures, if any, made in this Agreement or
<br />in connection with this Agreement, do not constitute warranties or representations of any nature. The
<br />foregoing provision shall survive Closing and shall not be deemed merged into any instrument of
<br />conveyance delivered at Closing. Notwithstanding the foregoing, Seller represents and warrants to Buyer:
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<br />a. Unrecorded Agreements. To Seller’s actual knowledge, there are no unrecorded
<br />agreements, undertakings or restrictions which affect the Property.
<br />Page 445 of 464
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