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<br />11. Prorations.
<br />(a.) Taxes/Assessments. State is exempt from property taxes and none are or
<br />will be owing at Close of Escrow.
<br />(b.) Corrections. If any errors or omissions are made regarding adjustments
<br />and prorations as set forth herein, the Parties shall make the appropriate corrections promptly
<br />upon discovery thereof. If any estimates are made at the Close of Escrow regarding adjustments
<br />or prorations, the Party shall make the appropriate correction promptly when accurate
<br />information becomes available. Any corrected adjustment or proration shall be paid in cash to
<br />the Party entitled thereto.
<br />12. Condition and Inspection of Property. Notwithstanding any other provision of
<br />this Agreement to the contrary, State makes no representation or warranty (except as expressly
<br />set forth in Section 14, below) whatsoever regarding the Property, the physical condition of the
<br />Property, its past use, its compliance with laws (including, without limitation, laws governing
<br />environmental matters, zoning, and land use), or its suitability for Buyer's intended use. The
<br />Property is sold AS-IS, WHERE-IS, WITH ALL FAULTS, AND THERE IS NO WARRANTY,
<br />EXPRESS OR IMPLIED, REGARDING THE CONDITION OF THE PROPERTY. Buyer
<br />hereby represents and warrants that Buyer is relying solely upon Buyer’s due diligence, and prior
<br />to entering into this Agreement and as of the Effective Date has conducted its own independent
<br />inspection, investigation, and analysis of the Property as it deems necessary or appropriate in so
<br />acquiring the Property from State, including, without limitation, any and all matters concerning
<br />the condition, use, sale, development or suitability for development of the Property. State would
<br />not sell the Property to Buyer without the foregoing provision and the waiver and release
<br />contained in Section 13 hereof.
<br />13. Property Condition Waiver. Notwithstanding any other provision of this
<br />Agreement to the contrary, following the Close of Escrow, Buyer waives its right to recover
<br />from State, its agencies, departments, boards, commissions, officers, agents, and employees
<br />(collectively, "State's Representatives"), and hereby waives, releases and forever discharges
<br />State and State's Representatives from, any and all damages, losses, liabilities, costs or expenses
<br />whatsoever (including attorneys' fees and costs) and claims therefor, whether direct or indirect,
<br />known or unknown, foreseen or unforeseen, which may arise on account of or in any way arising
<br />out of or connected with the Property, including (i) the physical condition, nature or quality of
<br />the Property, including geologic conditions, (ii) the quality of the labor and materials included in
<br />any buildings or other improvements or fixtures comprising located on the Property (including
<br />latent defects), (iii) the presence of asbestos and lead-based paint, (iv) the failure of the Property,
<br />including any existing improvements thereon, to comply with any law or regulation applicable
<br />thereto, (v) the inaccuracy or incompleteness of plans, drawings, specifications, any documents
<br />listed in the Documents and Materials or other documents provided by State, and (vi) the
<br />environmental condition of the Property. The foregoing waiver and release shall exclude only
<br />those losses, liabilities, damages, costs or expenses, and claims therefor, arising from or
<br />attributable to any breach by State of its express representations or warranties under this
<br />Agreement. In connection with foregoing waiver and release, Buyer expressly waives the
<br />benefits of Section 1542 of the California Civil Code, which provides as follows:
<br />EXHIBIT 2
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