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<br />Property Exchange Agreement - 6
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<br />condition; zoning status; tax consequences of this transaction; utilities, operating history or
<br />projections of valuation; compliance by the Exchange Property with Environmental Laws
<br />(defined below) or other laws, statutes, ordinances, decrees, regulations and other requirements
<br />applicable to the Exchange Property; the presence of any Hazardous Substances (defined below),
<br />wetlands, asbestos, lead, lead-based paint or other lead containing structures, urea formaldehyde,
<br />or other environmentally sensitive building materials in, on, under, or in proximity to the
<br />Exchange Property; the condition or existence of any above-ground or underground structures or
<br />improvements, including tanks and transformers in, on or under the Exchange Property; and the
<br />existence of any leases, easements, permits, orders, licenses, or other agreements, affecting the
<br />Exchange Property (collectively, the “Property Conditions”).
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<br /> Each Party represents and warrants to the other Parties that it has not relied and will not
<br />rely on, and no other Party is liable for or bound by, any warranties, guaranties, statements, or
<br />representations, except as expressly stated herein, pertaining to the Exchange Properties or
<br />relating thereto.
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<br /> Each Party with respect to the Exchange Property it is acquiring under this Agreement
<br />assumes the risk that Hazardous Substances or other adverse matters may affect the Exchange
<br />Property it is acquiring pursuant to this Agreement that were not revealed by the Party’s
<br />inspection and hereby waives, releases, and discharges forever the Transferor of such Exchange
<br />Property and its officers, directors, shareholders, employees, and agents from any and all present
<br />or future claims or demands, and any and all damages, losses, injuries, liabilities, causes of
<br />actions (including, without limitation, causes of action in tort), costs and expenses (including,
<br />without limitation fines, penalties, judgments, and attorneys’ fees), of any and every kind or
<br />character, known or unknown, arising from or in any way related to the Property Conditions or
<br />alleged presence, use, storage, generation, manufacture, transport, release, leak, spill, disposal, or
<br />other handling of any Hazardous Substances in, on, or under the Exchange Property.
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<br /> For purposes of this Agreement:
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<br /> 1. “Environmental Law(s)” means any federal, state, or local statute,
<br />regulation, code, rule, ordinance, order, judgment, decree, injunction, or common law
<br />pertaining in any way to the protection of human health or the environment, including
<br />without limitation, the Resource Conservation and Recovery Act, the Comprehensive
<br />Environmental Response, Compensation, and Liability Act, the Model Toxics Control
<br />Act, and any similar or comparable federal, state, or local law.
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<br /> 2. “Hazardous Substance(s)” means any hazardous, toxic, radioactive, or
<br />infectious substance, material, or waste as defined, listed, or regulated under any
<br />Environmental Law, and includes without limitation petroleum oil and any of its
<br />fractions.
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<br /> 3. “Environmental Matters” means matters relating to the generation,
<br />manufacture, use, storage, handling, transportation, and/or disposal of Hazardous
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