Common use of AS-IS Condition of Property Clause in Contracts

AS-IS Condition of Property. 12.1 Buyer specifically acknowledges, represents and warrants that prior to Closing, it and its agents and representatives will have thoroughly inspected the Property and observed the physical characteristics and condition of the Property. Notwithstanding anything to the contrary contained in this Agreement, Buyer further acknowledges and agrees that Buyer is purchasing the Property subject to all applicable laws, rules, regulations, codes, ordinances and orders. Subject to any liability of Seller for a breach of the express representations of Seller in Section 25 below, by Buyer purchasing the Property and upon the occurrence of the Closing, Buyer waives any and all right or ability to make a claim of any kind or nature against any of the Releasees for any and all deficiencies or defects in the physical characteristics and condition of the Property which would be disclosed by such inspection and expressly agrees to acquire the Property with any and all of such deficiencies and defects and subject to all matters disclosed by Seller herein or in any separate writing with respect to the Property. Buyer further acknowledges and agrees that except for any representations expressly made by Seller in Section 25 of this Agreement neither Seller or any of Seller's employees, agents or representatives have made any representations, warranties or agreements by or on behalf of Seller of any kind whatsoever, whether oral or written, express or implied, statutory or otherwise, as to any matters concerning the Property, the condition of the Property, the size (including square footage) of the Real Property, the size (including square footage) of the Improvements , the present use of the Property or the suitability of Buyer's intended use of the Property. Buyer hereby acknowledges, agrees and represents that, subject to any liability of Seller for a breach of the express representations of Seller in Section 25 below, the Property is to be purchased, conveyed and accepted by Buyer in its present condition, "AS IS", "WHERE IS" AND WITH ALL FAULTS, and that no patent or latent defect or deficiency in the condition of the Property whether or not known or discovered, shall affect the rights of either Seller or Buyer hereunder nor shall the Purchase Price be reduced as a consequence thereof. Any and all information and documents furnished to Buyer by or on behalf of Seller relating to the Property shall be deemed furnished as a courtesy to Buyer but without any warranty of any kind from or on behalf of Seller. Buyer hereby represents and warrants to Seller that Buyer has performed an independent inspection and investigation of the Property and has also investigated and has knowledge of operative or proposed governmental laws and regulations including without limitation, land use laws and regulations to which the Property may be subject. Buyer further represents that, except for any representations expressly made by Seller in Section 25 of this Agreement, it shall acquire the Property solely upon the basis of its independent inspection and investigation of the Property, including without limitation, (i) the quality, nature, habitability, merchantability, use, operation, value, marketability, adequacy or physical condition of the Property or any aspect or portion thereof, including, without limitation, structural elements, foundation, roof, appurtenances, access, landscaping, parking facilities, electrical, mechanical, HVAC, plumbing, sewage, and utility systems, facilities and appliances, soils, geology and groundwater, or whether the Real Property lies within a special flood hazard area, an area of potential flooding, a very high fire hazard severity zone, a wildland fire area, an earthquake fault zone or a seismic hazard zone, (ii) the dimensions or lot size of the Real Property or the square footage of the Improvements thereon, (iii) the development or income potential, or rights of or relating to, the Real Property or its use, habitability, merchantability, or fitness, or the suitability, value or adequacy of such Real Property for any particular purpose, (iv) the zoning or other legal status of the Real Property or any other public or private restrictions on the use of the Real Property, (v) the compliance of the Real Property or its operation with any applicable codes, laws, regulations, statutes, ordinances, covenants, conditions and restrictions of any governmental or regulatory agency or authority or of any other person or entity (including, without limitation, the Americans With Disabilities Act), (vi) the ability of Buyer to obtain any necessary governmental approvals, licenses or permits for Buyer's intended use or development of the Real Property, (vii) the presence or absence of Hazardous Materials on, in, under, above or about the Real Property or any adjoining or neighboring property, (viii) the quality of any labor and materials used in any Improvements, (ix) the condition of title to the Real Property, (x) any agreements affecting the Real Property or the intentions of any party with respect to the negotiation and/or execution of any agreement with respect to the Real Property, (xi) Seller's ownership of the Property or any portion thereof, or (xii) the economics of, or the income and expenses, revenue or expense projections or other financial matters, relating to the operation of the Real Property. Without limiting the generality of the foregoing, Buyer expressly acknowledges and agrees that Buyer is not relying on any representation or warranty of Seller, nor any member partner, officer, employee, attorney, property manager, agent or broker of Seller, whether implied, presumed or expressly provided at law or otherwise, arising by virtue of any statute, common law or other legally binding right or remedy in favor of Buyer except as expressly provided in Section 25 below. Buyer further acknowledges and agrees that Seller is not under any duty to make any inquiry regarding any matter that may or may not be known to the Seller or any member, partner, officer, employee, attorney, property manager, agent or broker of Seller.

AS-IS Condition of Property. 12.1 Buyer specifically acknowledges, represents and warrants that prior to Closingthe Close of Escrow, it and its agents and representatives will have thoroughly inspected the Property and observed the physical characteristics and condition of the Property. Notwithstanding anything to the contrary contained in this Agreement, Buyer further acknowledges and agrees that Buyer is purchasing the Property subject to all applicable laws, rules, regulations, codes, ordinances and orders. Subject to any liability of Seller for a breach of the express representations of Seller in Section 25 below, by By Buyer purchasing the Property Property, and upon the occurrence of the ClosingClose of Escrow, except for the Excepted Matters, Buyer waives any and all right or ability to make a claim of any kind or nature against any of the Releasees for any and all deficiencies or defects in the physical characteristics and condition of the Property which would be disclosed by such inspection and expressly agrees to acquire the Property with any and all of such deficiencies and defects and subject to all matters disclosed by Seller herein or in any separate writing with respect to the Property. Buyer further acknowledges and agrees that except for any covenants, representations and warranties of Seller expressly made by Seller in Section 25 of this Agreement and/or in any of the Seller’s Closing Documents neither Seller or nor any of Seller's ’s employees, agents agents, representatives or representatives other Releasees have made any representations, warranties or agreements by or on behalf of Seller of any kind whatsoever, whether oral or written, express or implied, statutory or otherwise, as to any matters concerning the Property, the condition of the Property, the size (including square footage) of the Real Property, the size of the improvements thereon (including without limitation, any discrepancies in the actual rentable square footage) footage of any leased premises within the Improvements improvements), the present use of the Property or the suitability of the Property for Buyer's ’s intended purposes, use or investment. Subject to the express covenants, representations and warranties of Seller set forth in this Agreement and/or in the Property. Seller’s Closing Documents, Buyer hereby acknowledges, agrees and represents that, subject to any liability of Seller for a breach of the express representations of Seller in Section 25 below, that the Property is to be purchased, conveyed and accepted by Buyer in its present condition, "“AS IS"”, "“WHERE IS" ” AND WITH ALL FAULTS, and that no patent or latent defect or deficiency in the condition of the Property whether or not known or discovered, shall affect the rights of either Seller or Buyer hereunder hereunder, nor shall the Purchase Price be reduced as a consequence thereof. Any Subject to the express covenants, representations and all information and documents furnished to Buyer by or on behalf warranties of Seller relating to set forth in this Agreement and/or in the Property Seller’s Closing Documents, the Seller Information shall be deemed furnished as a courtesy to Buyer but without any warranty of any kind from or on behalf of Seller. Buyer hereby represents and warrants to Seller that Buyer has performed performed, or prior to the Close of Escrow will perform, an independent inspection and investigation of the Property and also has also investigated or will investigate and has or will have knowledge of operative or proposed governmental laws and regulations including without limitation, land use laws and regulations to which the Property may be subject. Buyer further represents that, except for any covenants, representations and warranties expressly made by Seller in Section 25 this Agreement and/or in any of this Agreementthe Seller’s Closing Documents, it shall acquire the Property solely upon the basis of its independent inspection and investigation of the Property, including without limitation, its independent investigation and inspection as to (i) the quality, nature, habitability, merchantability, use, operation, value, marketability, adequacy or physical condition of the Property or any aspect or portion thereof, including, without limitation, structural elements, foundation, roof, appurtenances, access, landscaping, parking facilities, electrical, mechanical, HVAC, plumbing, sewage, and utility systems, facilities and appliances, soils, geology and groundwater, or whether the Real Property lies within a special flood hazard area, an area of potential flooding, a very high fire hazard severity zone, a wildland fire area, an earthquake fault zone or a seismic hazard zone, (ii) the dimensions or lot size of the Real Property or the square footage of the Improvements thereonimprovements thereon or of any tenant space therein, (iii) the development or income potential, or rights of or relating to, the Real Property or its use, habitability, merchantability, or fitness, or the suitability, value or adequacy of such Real the Property for any particular purpose, (iv) the zoning or other legal status of the Real Property or any other public or private restrictions on the use of the Real Property, (v) the compliance of the Real Property or its operation with any applicable codes, laws, regulations, statutes, ordinances, covenants, conditions and restrictions of any governmental or regulatory agency or authority or of any other person or entity (including, without limitation, Environmental Laws and the Americans With American with Disabilities Act), (vi) the ability of Buyer to obtain any necessary governmental approvals, licenses or permits for Buyer's ’s intended use or further development of or improvements on the Real Property, (vii) the presence or absence of Hazardous Materials on, in, under, above or about the Real Property or any adjoining or neighboring property, (viii) the quality of any labor and materials used in any Improvementsimprovements, (ix) the condition of title to the Real Property, (x) the leases, contracts or any other agreements affecting the Real Property or the intentions of any party with respect to the negotiation and/or execution of any agreement lease or contract with respect to the Real Property, (xi) Seller's ’s ownership of the Property or any portion thereof, or (xii) the economics of, or the income and expenses, revenue or expense projections or other financial matters, relating to the operation of the Real property, (xiii) the manner or quality of the construction or materials, if any, incorporated into the Property, (xiv) the content, completeness or accuracy of the due diligence materials or the PTR, (xv) the conformity of the improvements to any plans or specifications for the Property, including any plans and specifications that may have been or may be provided to Buyer, (xvi) the conformity of the Property to past, current or future applicable zoning or building requirements, (xvii) deficiency of any undershoring or drainage with respect to the Property, and (xviii) any of the other matters described in Section 8.1. Without limiting the generality of the foregoing, Buyer expressly acknowledges and agrees that Buyer is not relying on any representation or warranty of Seller, nor any member partner, officer, employee, attorney, property manager, agent or broker of Sellerother Seller Releasee, whether implied, presumed or expressly provided at law or otherwise, arising by virtue of any statute, common law or other legally binding right or remedy in favor of Buyer except as expressly provided in Section 25 belowthis Agreement and/or in the Seller’s Closing Documents. Buyer further acknowledges and agrees that Seller is not under any duty to make any inquiry regarding any matter that may or may not be known to the Seller or any member, partner, officer, employee, attorney, property manager, agent or broker of Seller. Buyer acknowledges that the Purchase Price has been fully negotiated by the parties hereto so as to reflect the “AS IS,” “WHERE IS” and WITH ALL FAULTS nature of the purchase and sale transaction described herein, and any faults, liabilities, defects or other adverse matters that may be associated with the Property. All of Buyer’s representations, warranties, acknowledgements, agreements, understandings and other statements contained in this Section 8.9 shall survive the Close of Escrow in perpetuity, shall not merge with the Deed or any other closing documents and shall be deemed incorporated into the Deed. By initialing below, Buyer acknowledges that (a) this Section 8.9 has been read and fully understood, (b) Buyer has had the chance to ask questions of its counsel about its meaning and significance, and (c) Buyer has accepted and agreed to the terms set forth in this Section 8.9. Buyer’s Initials Seller’s Initials Except as otherwise provided in this Agreement, any reports, repairs or work required by Buyer are the sole responsibility of Buyer, and Buyer agrees that there is no obligation on the part of Seller to make any changes, alterations or repairs to the Property or to cure any violations of law or to comply with the requirements of any insurer. The provisions of this Section 8.9 shall survive the Close of Escrow and shall not be deemed merged into any instrument or conveyance delivered at the Close of Escrow.

AS-IS Condition of Property. 12.1 Buyer NetREIT specifically acknowledges, represents and warrants that prior to Closing, it NetREIT and its agents agents, consultants, contractors and representatives will have thoroughly inspected the Property and observed the physical characteristics and condition of the Property. Notwithstanding anything to the contrary contained in this Agreement, Buyer NetREIT further acknowledges and agrees that Buyer is purchasing the Partnership will receive and accept the Property subject to all applicable laws, rules, regulations, codes, ordinances and orders. Subject to any liability of Seller for a breach of the express representations of Seller in Section 25 below, by Buyer purchasing the Property and upon the occurrence of the Closing, Buyer waives any and all right or ability to make a claim of any kind or nature against any of the Releasees for any and all deficiencies or defects in the physical characteristics and condition of the Property which would be disclosed by such inspection and expressly agrees to acquire the Property with any and all of such deficiencies and defects and subject to all matters disclosed by Seller herein or in any separate writing with respect to the Property. Buyer NetREIT further acknowledges and agrees that except for any representations and warranties (if any) expressly made by Seller LGI De in Section 25 9.1 of this Agreement neither Seller or any of Seller's employees, agents or representatives have closing document neither LGI De nor any LGI De Party made any representations, warranties or agreements by or on behalf of Seller LGI De of any kind whatsoever, whether oral or written, express or implied, statutory or otherwise, as to any matters concerning the Property, the condition of the Property, the size (including rentable or useable square footage) of the Real Property, Property and/or the size Improvements (including any discrepancies in the actual rentable square footage) footage of the Improvements Improvements), the present use of the Property or the suitability of Buyerthe Partnership's intended use of the Property. Buyer NetREIT hereby acknowledges, agrees and represents that, subject to any liability of Seller for a breach of the express representations of Seller in Section 25 below, that the Property is to be purchased, conveyed to and accepted by Buyer the Partnership in its present condition, "AS IS", "WHERE IS" AND WITH ALL FAULTS, and that no patent or latent defect or deficiency in the condition of the Property whether or not known or discovered, shall affect the rights of either Seller LGI De or Buyer NetREIT or the Partnership hereunder nor shall the Purchase Price Net Value be reduced as a consequence thereof. Any Except as otherwise expressly provided in Section 9.1.11 above of this Agreement, any and all information and documents furnished to Buyer NetREIT by or on behalf of Seller LGI De relating to the Property shall be deemed furnished as a courtesy to Buyer NetREIT but without any warranty of any kind from or on behalf of SellerLGI De. Buyer NetREIT hereby represents and warrants to Seller LGI De that Buyer it has (or by the Closing Date, shall have) performed an independent inspection and investigation of the Property and has also investigated and has knowledge of operative or proposed governmental laws and regulations including without limitation, land use laws and regulations to which the Property may be subject. Buyer NetREIT further represents that, except for any representations (if any) expressly made by Seller LGI De in Section 25 9.1 of this AgreementAgreement or in any closing document, it the Partnership shall acquire the Property solely upon the basis of its NetREIT's independent inspection and investigation of the Property, including without limitation, including: (ia) the quality, nature, habitability, merchantability, use, operation, value, marketability, adequacy or physical condition of the Property or any aspect or portion thereof, including, without limitation, including structural elements, foundation, roof, appurtenances, access, landscaping, parking facilities, electrical, mechanical, HVAC, plumbing, sewage, and utility systems, facilities and appliances, soils, geology and groundwater, or whether the Real Property lies within a special flood hazard area, an area of potential flooding, a very high fire hazard severity zone, a wildland fire area, an earthquake fault zone or a seismic hazard zone, ; (iib) the dimensions or lot size of the Real Property or the square footage of the Improvements thereon, thereon or of any tenant space therein; (iiic) the development or income potential, or rights of or relating to, the Real Property or its use, habitability, merchantability, or fitness, or the suitability, value or adequacy of such Real Property for any particular purpose, ; (ivd) the zoning or other legal status of the Real Property or any other public or private restrictions on the use of the Real Property, ; (ve) the compliance of the Real Property or its operation with any applicable codes, laws, regulations, statutes, ordinances, covenants, conditions and restrictions of any governmental or regulatory agency or authority or of any other person or entity (including, without limitation, including the Americans With Disabilities Act), ; (vif) the NetREIT's ability of Buyer to obtain any necessary governmental approvals, licenses or permits for Buyerthe Partnership's intended use or development of the Real Property, ; (viig) the presence or absence of Hazardous Materials on, in, under, above or about the Real Property or any adjoining or neighboring property, ; (viiih) the quality of any labor and materials used in any Improvements, ; (ixi) the condition of title to the Real Property, ; (xj) Contracts or any other agreements affecting the Real Property or the intentions of any party Party with respect to the negotiation and/or execution of any agreement lease or contract with respect to the Real Property, ; (xik) SellerLGI De's ownership of the Property or any portion thereof, ; or (xiil) the economics of, or the income and expenses, revenue or expense projections or other financial matters, relating to the operation of the Real Property. Without limiting the generality of the foregoing, Buyer NetREIT expressly acknowledges and agrees that Buyer it is not relying on any representation or warranty of Seller, nor LGI De or any member partner, officer, employee, attorney, property manager, agent or broker of SellerLGI De Party, whether implied, presumed or expressly provided at law or otherwise, arising by virtue of any statute, common law or other legally binding right or remedy in favor of Buyer it or the Partnership, except as may be expressly provided in Section 25 below9.1 of this Agreement or in any closing document. Buyer NetREIT further acknowledges and agrees that Seller LGI De is not under any duty to make any inquiry regarding any matter that may or may not be known to the Seller LGI De or any member, partner, officer, employee, attorney, property manager, agent or broker of Sellerother LGI De Party.

AS-IS Condition of Property. 12.1 Buyer specifically acknowledges, represents and warrants acknowledges (i) that prior to Closing, it and its agents and representatives has or will have thoroughly inspected the Property investigated all physical, legal, and observed the physical characteristics and condition of the Property. Notwithstanding anything to the contrary contained in this Agreement, Buyer further acknowledges and agrees that Buyer is purchasing the Property subject to all applicable laws, rules, regulations, codes, ordinances and orders. Subject to any liability of Seller for a breach of the express representations of Seller in Section 25 below, by Buyer purchasing the Property and upon the occurrence of the Closing, Buyer waives any and all right or ability to make a claim of any kind or nature against any of the Releasees for any and all deficiencies or defects in the physical characteristics and condition economic aspects of the Property which would be disclosed by such inspection and expressly agrees that Buyer deems necessary or desirable to acquire the Property with any and all of such deficiencies and defects and subject to all matters disclosed by Seller herein or protect its interests in any separate writing with respect to acquiring the Property. Buyer further acknowledges and agrees that except for any representations expressly made by Seller in Section 25 of this Agreement neither Seller or any of Seller's employees, agents or representatives have made any representations, warranties or agreements by or on behalf of Seller of any kind whatsoever, whether oral or written, express or implied, statutory or otherwise, as to any matters concerning the Property, the condition of the Property, the size (including square footage) of the Real Property, the size (including square footage) of the Improvements , the present use of the Property or the suitability of Buyer's intended use of the Property. Buyer hereby acknowledges, agrees and represents that, subject to any liability of Seller for a breach of the express representations of Seller in Section 25 below, the Property is to be purchased, conveyed and accepted by Buyer in its present condition, "AS IS", "WHERE IS" AND WITH ALL FAULTS, and that no patent or latent defect or deficiency in the condition of the Property whether or not known or discovered, shall affect the rights of either Seller or Buyer hereunder nor shall the Purchase Price be reduced as a consequence thereof. Any and all information and documents furnished to Buyer by or on behalf of Seller relating to the Property shall be deemed furnished as a courtesy to Buyer but without any warranty of any kind from or on behalf of Seller. Buyer hereby represents and warrants to Seller that Buyer has performed an independent inspection and investigation of the Property and has also investigated and has knowledge of operative or proposed governmental laws and regulations including without limitation, land use laws and regulations to which the Property may be subject. Buyer further represents that, except for any representations expressly made by Seller in Section 25 of this Agreement, it shall acquire the Property solely upon the basis of its independent inspection and investigation of the Property, including without limitation, (i) the quality, nature, habitability, merchantability, use, operation, value, marketability, adequacy or physical condition of the Property or any aspect or portion thereof, including, without limitation, environmental audits and assessments, toxic reports, surveys, investigation of land use and conditions that are or may be imposed by governmental agencies, soils and geological reports, engineering and structural elementstests, foundationinsurance contracts, roof, appurtenances, access, landscaping, parking facilities, electrical, mechanical, HVAC, plumbing, sewagegovernmental agreements and approvals, and utility systemsexisting right of way agreements for pipelines and private roads on the Property, facilities if any; and appliances, soils, geology and groundwater, or whether the Real Property lies within a special flood hazard area, an area of potential flooding, a very high fire hazard severity zone, a wildland fire area, an earthquake fault zone or a seismic hazard zone, (ii) the dimensions neither Seller nor anyone acting for or lot size on behalf of the Real Property Seller has made any representation, warranty, promise or the square footage of the Improvements thereonstatement, (iii) the development express or income potentialimplied, to Buyer, or rights of to anyone acting for or relating to, the Real Property or its use, habitability, merchantability, or fitness, or the suitability, value or adequacy of such Real Property for any particular purpose, (iv) the zoning or other legal status of the Real Property or any other public or private restrictions on the use of the Real Property, (v) the compliance of the Real Property or its operation with any applicable codes, laws, regulations, statutes, ordinances, covenants, conditions and restrictions of any governmental or regulatory agency or authority or of any other person or entity (including, without limitation, the Americans With Disabilities Act), (vi) the ability behalf of Buyer to obtain any necessary governmental approvals, licenses or permits for Buyer's intended concerning the Property and the use or development thereof. Buyer represents and warrants that, in entering into this Agreement, Buyer has not relied on any representation, warranty, promise or statement, express or implied, of Seller or anyone acting for or on behalf of Seller, other than as expressly set forth in this Agreement, and that all matters concerning the Real PropertyProperty have been or shall be independently verified by Buyer prior to the close of Escrow, and that Buyer shall purchase the Property based solely on Buyer’s own investigation and examination thereof (vii) the presence or absence of Hazardous Materials onBuyer’s election not to do so). BUYER REPRESENTS THAT IT IS PURCHASING THE PROPERTY IN AN “AS IS” AND “WITH ALL FAULTS”, inPHYSICAL CONDITION AND IN AN “AS IS” AND “WITH ALL FAULTS” STATE OF REPAIR. Buyer hereby waives, underand Seller hereby disclaims, above or about the Real Property or any adjoining or neighboring property, (viii) the quality all warranties of any labor and materials used in any Improvements, (ix) the condition type of title to the Real Property, (x) any agreements affecting the Real Property or the intentions of any party kind whatsoever with respect to the negotiation and/or execution of any agreement with respect to the Real Property, (xi) Seller's ownership of the Property whether express or any portion thereof, or (xii) the economics of, or the income and expenses, revenue or expense projections or other financial matters, relating to the operation of the Real Property. Without limiting the generality of the foregoing, Buyer expressly acknowledges and agrees that Buyer is not relying on any representation or warranty of Seller, nor any member partner, officer, employee, attorney, property manager, agent or broker of Seller, whether implied, presumed including, by way of description but not limitation, those of fitness for a particular purpose and use, tenantability or expressly provided at law or otherwise, arising by virtue of any statute, common law or other legally binding right or remedy in favor of Buyer except as expressly provided in Section 25 below. Buyer further acknowledges and agrees that Seller is not under any duty to make any inquiry regarding any matter that may or may not be known to the Seller or any member, partner, officer, employee, attorney, property manager, agent or broker of Sellerhabitability.

AS-IS Condition of Property. 12.1 Buyer specifically acknowledges, represents and warrants that prior to Closing, it Buyer and its agents Buyer's agents, consultants, contractors and representatives will have thoroughly inspected the Property and observed the physical characteristics and condition of the Property. Notwithstanding anything to the contrary contained in this Agreement, Buyer further acknowledges and agrees that Buyer is purchasing the Property subject to all applicable laws, rules, regulations, codes, ordinances and orders. Subject to any liability of Seller for a breach of the express representations of Seller in Section 25 below, by Buyer purchasing the Property and upon the occurrence of the Closing, Buyer waives any and all right or ability to make a claim of any kind or nature against any of the Releasees for any and all deficiencies or defects in the physical characteristics and condition of the Property which would be disclosed by such inspection and expressly agrees to acquire the Property with any and all of such deficiencies and defects and subject to all matters disclosed by Seller herein or in any separate writing with respect to the Property. Buyer further acknowledges and agrees that except for any representations and warranties (if any) expressly made by Seller in Section 25 9.1 of this Agreement or any closing document neither Seller or nor any of Seller's employees, agents or representatives have Seller Party made any representations, warranties or agreements by or on behalf of Seller of any kind whatsoever, whether oral or written, express or implied, statutory or otherwise, as to any matters concerning the Property, the condition of the Property, the size (including rentable or useable square footage) of the Real Property, Property and/or the size Improvements (including any discrepancies in the actual rentable square footage) footage of the Improvements Improvements), the present use of the Property or the suitability of Buyer's intended use of the Property. Buyer hereby acknowledges, agrees and represents that, subject to any liability of Seller for a breach of the express representations of Seller in Section 25 below, that the Property is to be purchased, conveyed and accepted by Buyer in its present condition, "AS IS", "WHERE IS" AND WITH ALL FAULTS, and that no patent or latent defect or deficiency in the condition of the Property whether or not known or discovered, shall affect the rights of either Seller or Buyer hereunder nor shall the Purchase Price be reduced as a consequence thereof. Any Except as otherwise expressly provided in Section 9.1.11 above of this Agreement, any and all information and documents furnished to Buyer by or on behalf of Seller relating to the Property shall be deemed furnished as a courtesy to Buyer but without any warranty of any kind from or on behalf of Seller. Buyer hereby represents and warrants to Seller that Buyer has (or by the Closing Date, shall have) performed an independent inspection and investigation of the Property and has also investigated and has knowledge of operative or proposed governmental laws and regulations including without limitation, land use laws and regulations to which the Property may be subject. Buyer further represents that, except for any representations (if any) expressly made by Seller in Section 25 9.1 of this AgreementAgreement or in any closing document, it Buyer shall acquire the Property solely upon the basis of its Buyer's independent inspection and investigation of the Property, including without limitation, including: (ia) the quality, nature, habitability, merchantability, use, operation, value, marketability, adequacy or physical condition of the Property or any aspect or portion thereof, including, without limitation, including structural elements, foundation, roof, appurtenances, access, landscaping, parking facilities, electrical, mechanical, HVAC, plumbing, sewage, and utility systems, facilities and appliances, soils, geology and groundwater, or whether the Real Property lies within a special flood hazard area, an area of potential flooding, a very high fire hazard severity zone, a wildland fire area, an earthquake fault zone or a seismic hazard zone, ; (iib) the dimensions or lot size of the Real Property or the square footage of the Improvements thereon, thereon or of any tenant space therein; (iiic) the development or income potential, or rights of or relating to, the Real Property or its use, habitability, merchantability, or fitness, or the suitability, value or adequacy of such Real Property for any particular purpose, ; (ivd) the zoning or other legal status of the Real Property or any other public or private restrictions on the use of the Real Property, ; (ve) the compliance of the Real Property or its operation with any applicable codes, laws, regulations, statutes, ordinances, covenants, conditions and restrictions of any governmental or regulatory agency or authority or of any other person or entity (including, without limitation, including the Americans With Disabilities Act), ; (vif) the ability of Buyer to obtain any necessary governmental approvals, licenses or permits for Buyer's intended use or development of the Real Property, ; (viig) the presence or absence of Hazardous Materials on, in, under, above or about the Real Property or any adjoining or neighboring property, ; (viiih) the quality of any labor and materials used in any Improvements, ; (ixi) the condition of title to the Real Property, ; (xj) Contracts or any other agreements affecting the Real Property or the intentions of any party with respect to the negotiation and/or execution of any agreement lease or contract with respect to the Real Property, ; (xik) Seller's ownership of the Property or any portion thereof, ; or (xiil) the economics of, or the income and expenses, revenue or expense projections or other financial matters, relating to the operation of the Real Property. Without limiting the generality of the foregoing, Buyer expressly acknowledges and agrees that Buyer is not relying on any representation or warranty of Seller, nor Seller or any member partner, officer, employee, attorney, property manager, agent or broker of SellerSeller Party, whether implied, presumed or expressly provided at law or otherwise, arising by virtue of any statute, common law or other legally binding right or remedy in favor of Buyer Buyer, except as may be expressly provided in Section 25 below9.1 of this Agreement or in any closing document. Buyer further acknowledges and agrees that Seller is not under any duty to make any inquiry regarding any matter that may or may not be known to the Seller or any member, partner, officer, employee, attorney, property manager, agent or broker of Sellerother Seller Party.

AS-IS Condition of Property. 12.1 Buyer specifically acknowledges, represents and warrants that prior to Closingthe Close of Escrow, it and its agents and representatives will have thoroughly inspected had the opportunity to inspect the Property and observed observe the physical characteristics and condition of the Property. Notwithstanding anything to the contrary contained in this Agreement, Buyer further acknowledges and agrees that Buyer is purchasing the Property subject to all applicable laws, rules, regulations, codes, ordinances and orders. Subject to any liability of Seller for a breach of the express representations of Seller in Section 25 below, by By Buyer purchasing the Property Property, and upon the occurrence of the ClosingClose of Escrow, except for the Excepted Matters, Buyer waives any and all right or ability to make a claim of any kind or nature against any of the Releasees for any and all deficiencies or defects in the physical characteristics and condition of the Property which would be disclosed by such inspection and expressly agrees to acquire the Property with any and all of such deficiencies and defects and subject to all matters disclosed by Seller herein or in any separate writing with respect to the PropertyProperty of which Buyer’s Knowledge Party has knowledge at least one (1) business day prior to the Effective Date of this Agreement. Buyer further acknowledges and agrees that except for any covenants, representations and warranties of Seller expressly made by Seller in Section 25 of this Agreement and/or in any of the Seller’s Closing Documents neither Seller or nor any of Seller's ’s employees, agents agents, representatives or representatives other Releasees have made any representations, warranties or agreements by or on behalf of Seller of any kind whatsoever, whether oral or written, express or implied, statutory or otherwise, as to any matters concerning the Property, the condition of the Property, the size (including square footage) of the Real Property, the size of the improvements thereon (including without limitation, any discrepancies in the actual rentable square footage) footage of any leased premises within the Improvements improvements), the present use of the Property or the suitability of the Property for Buyer's ’s intended purposes, use or investment. Subject to the express covenants, representations and warranties of Seller set forth in this Agreement and/or in the Property. Seller’s Closing Documents, Buyer hereby acknowledges, agrees and represents that, subject to any liability of Seller for a breach of the express representations of Seller in Section 25 below, that the Property is to be purchased, conveyed and accepted by Buyer in its present condition, "“AS IS"”, "“WHERE IS" ” AND WITH ALL FAULTS, and that no patent or latent defect or deficiency in the condition of the Property whether or not known or discovered, shall affect the rights of either Seller or Buyer hereunder hereunder, nor shall the Purchase Price be reduced as a consequence thereof. Any Subject to the express covenants, representations and all information and documents furnished to Buyer by or on behalf warranties of Seller relating to set forth in this Agreement and/or in the Property Seller’s Closing Documents, the Seller Information shall be deemed furnished as a courtesy to Buyer but without any warranty of any kind from or on behalf of Seller. Buyer hereby represents and warrants to Seller that Buyer has performed performed, or prior to the Close of Escrow will have had the opportunity to perform, an independent inspection and investigation of the Property and also has also investigated and has knowledge of or will have had the opportunity to investigate the operative or proposed governmental laws and regulations including without limitation, land use laws and regulations to which the Property may be subject. Buyer further represents that, except for any covenants, representations and warranties expressly made by Seller in Section 25 this Agreement and/or in any of this Agreementthe Seller’s Closing Documents, it shall acquire the Property solely upon the basis of its independent inspection and investigation of the Property, including without limitation, its independent investigation and inspection as to (i) the quality, nature, habitability, merchantability, use, operation, value, marketability, adequacy or physical condition of the Property or any aspect or portion thereof, including, without limitation, structural elements, foundation, roof, appurtenances, access, landscaping, parking facilities, electrical, mechanical, HVAC, plumbing, sewage, and utility systems, facilities and appliances, soils, geology and groundwater, or whether the Real Property lies within a special flood hazard area, an area of potential flooding, a very high fire hazard severity zone, a wildland fire area, an earthquake fault zone or a seismic hazard zone, (ii) the dimensions or lot size of the Real Property or the square footage of the Improvements thereonimprovements thereon or of any tenant space therein, (iii) the development or income potential, or rights of or relating to, the Real Property or its use, habitability, merchantability, or fitness, or the suitability, value or adequacy of such Real the Property for any particular purpose, (iv) the zoning or other legal status of the Real Property or any other public or private restrictions on the use of the Real Property, (v) the compliance of the Real Property or its operation with any applicable codes, laws, regulations, statutes, ordinances, covenants, conditions and restrictions of any governmental or regulatory agency or authority or of any other person or entity (including, without limitation, Environmental Laws and the Americans With American with Disabilities Act), (vi) the ability of Buyer to obtain any necessary governmental approvals, licenses or permits for Buyer's ’s intended use or further development of or improvements on the Real Property, (vii) the presence or absence of Hazardous Materials on, in, under, above or about the Real Property or any adjoining or neighboring property, (viii) the quality of any labor and materials used in any Improvementsimprovements, (ix) the condition of title to the Real Property, (x) the Leases, Service Agreements or any other agreements affecting the Real Property or the intentions of any party with respect to the negotiation and/or execution of any agreement new lease or contract with respect to the Real Property, (xi) Seller's ’s ownership of the Property or any portion thereof, or (xii) the economics of, or the income and expenses, revenue or expense projections or other financial matters, relating to the operation of the Real property, (xiii) the manner or quality of the construction or materials, if any, incorporated into the Property, (xiv) the content, completeness or accuracy of the Seller Information, (xv) the conformity of the improvements to any plans or specifications for the Property, including any plans and specifications that may have been or may be provided to Buyer, (xvi) the conformity of the Property to past, current or future applicable zoning or building requirements, and (xvii) deficiency of any undershoring or drainage with respect to the Property. Without limiting the generality of the foregoing, Buyer expressly acknowledges and agrees that Buyer is not relying on any representation or warranty of Seller, nor any member partner, officer, employee, attorney, property manager, agent or broker of Sellerother Seller Releasee, whether implied, presumed or expressly provided at law or otherwise, arising by virtue of any statute, common law or other legally binding right or remedy in favor of Buyer except as expressly provided in Section 25 belowthis Agreement and/or in the Seller’s Closing Documents. Buyer further acknowledges and agrees that that, except as set forth in Section 8.3, Seller is not under any duty to make any inquiry regarding any matter that may or may not be known to the Seller or any member, partner, officer, employee, attorney, property manager, agent or broker of Seller. Buyer acknowledges that the Purchase Price has been fully negotiated by the parties hereto so as to reflect the “AS IS,” “WHERE IS” and WITH ALL FAULTS nature of the purchase and sale transaction described herein, and any faults, liabilities, defects or other adverse matters that may be associated with the Property. All of Buyer’s representations, warranties, acknowledgements, agreements, understandings and other statements contained in this Section 8.9 shall survive the Close of Escrow, shall not merge with the Deed or any other closing documents and shall be deemed incorporated into the Deed. By initialing below, Buyer acknowledges that (a) this Section 8.9 has been read and fully understood, (b) Buyer has had the chance to ask questions of its counsel about its meaning and significance, and (c) Buyer has accepted and agreed to the terms set forth in this Section 8.9. Buyer’s Initials Seller’s Initials Except as otherwise provided in this Agreement, any reports, repairs or work required by Buyer are the sole responsibility of Buyer, and Buyer agrees that there is no obligation on the part of Seller to make any changes, alterations or repairs to the Property or to cure any violations of law or to comply with the requirements of any insurer. The provisions of this Section 8.9 shall survive the Close of Escrow and shall not be deemed merged into any instrument or conveyance delivered at the Close of Escrow.

AS-IS Condition of Property. 12.1 Buyer specifically acknowledges, represents Purchaser acknowledges and warrants agrees that prior --------------------------- to Closing, it and or its agents and representatives will have thoroughly inspected the Property and observed the physical characteristics and condition of the Property. Notwithstanding anything to the contrary contained in this Agreement, Buyer further acknowledges and agrees that Buyer is purchasing the Property subject to all applicable laws, rules, regulations, codes, ordinances and orders. Subject to any liability of Seller for a breach of the express representations of Seller in Section 25 below, by Buyer purchasing the Property and upon the occurrence of the Closing, Buyer Purchaser hereby waives any and all right or ability to make a claim of any kind or nature against any of the Releasees for any and all deficiencies or defects in the physical characteristics and condition of the Property which would be disclosed by such inspection and expressly agrees to acquire the Property with any and all of such deficiencies and defects and subject to all matters disclosed by Seller herein or in any separate writing with respect to the Propertyinspection. Buyer Purchaser further acknowledges and agrees that except for any representations expressly made by Seller in Section 25 of this Agreement or pursuant to this Agreement neither Seller or any of Seller's employees, agents or representatives have made any representations, warranties or agreements by or on behalf of Seller of any kind whatsoever, whether oral or written, express or implied, statutory or otherwise, as to any matters concerning the Property, the condition size of the PropertyLand, the size (including square footage) of the Real Property, the size (including square footage) of the Improvements Improvements, the present use of the Property or the suitability of BuyerPurchaser's intended use of the Property, including without limitation, the suitability of the topography; the availability of water rights or utilities; the present and future zoning, subdivision and any and all other land use matters; the condition of the soil, subsoil or groundwater of the Property and any and all other environmental matters; the purpose(s) to which the Property is suited; drainage; flooding; access to public roads; or proposed routes or roads or extensions thereof other than explicitly disclosed in this Agreement. Buyer Purchaser hereby acknowledges, acknowledges and agrees and represents that, subject to except for any liability of Seller for a breach of the express representations of made by Seller in Section 25 belowthis Agreement or pursuant to this Agreement, the Property is to be purchased, conveyed and accepted by Buyer Purchaser in its present condition, "AS IS", "WHERE IS" AND WITH ALL FAULTS, and that no patent or latent defect or deficiency in the condition of the Property whether or not known or discovered, shall affect the rights of either Seller or Buyer hereunder nor shall the Purchase Price be reduced as a consequence thereof. Any and all information and documents furnished to Buyer by or on behalf of Seller relating to the Property shall be deemed furnished as a courtesy to Buyer but without any warranty of any kind from or on behalf of Seller. Buyer hereby represents and warrants to Seller that Buyer has performed an independent inspection and investigation of the Property and has also investigated and has knowledge of operative or proposed governmental laws and regulations including without limitation, land use laws and regulations to which the Property may be subject. Buyer further represents that, except for any representations expressly made by Seller in Section 25 of this Agreement, it shall acquire the Property solely upon the basis of its independent inspection and investigation of the Property, including without limitation, (i) the quality, nature, habitability, merchantability, use, operation, value, marketability, adequacy or physical condition of the Property or any aspect or portion thereof, including, without limitation, structural elements, foundation, roof, appurtenances, access, landscaping, parking facilities, electrical, mechanical, HVAC, plumbing, sewage, and utility systems, facilities and appliances, soils, geology and groundwater, or whether the Real Property lies within a special flood hazard area, an area of potential flooding, a very high fire hazard severity zone, a wildland fire area, an earthquake fault zone or a seismic hazard zone, (ii) the dimensions or lot size of the Real Property or the square footage of the Improvements thereon, (iii) the development or income potential, or rights of or relating to, the Real Property or its use, habitability, merchantability, or fitness, or the suitability, value or adequacy of such Real Property for any particular purpose, (iv) the zoning or other legal status of the Real Property or any other public or private restrictions on the use of the Real Property, (v) the compliance of the Real Property or its operation with any applicable codes, laws, regulations, statutes, ordinances, covenants, conditions and restrictions of any governmental or regulatory agency or authority or of any other person or entity (including, without limitation, the Americans With Disabilities Act), (vi) the ability of Buyer to obtain any necessary governmental approvals, licenses or permits for Buyer's intended use or development of the Real Property, (vii) the presence or absence of Hazardous Materials on, in, under, above or about the Real Property or any adjoining or neighboring property, (viii) the quality of any labor and materials used in any Improvements, (ix) the condition of title to the Real Property, (x) any agreements affecting the Real Property or the intentions of any party with respect to the negotiation and/or execution of any agreement with respect to the Real Property, (xi) Seller's ownership of the Property or any portion thereof, or (xii) the economics of, or the income and expenses, revenue or expense projections or other financial matters, relating to the operation of the Real Property. Without limiting the generality of the foregoing, Buyer expressly acknowledges and agrees that Buyer is not relying on any representation or warranty of Seller, nor any member partner, officer, employee, attorney, property manager, agent or broker of Seller, whether implied, presumed or expressly provided at law or otherwise, arising by virtue of any statute, common law or other legally binding right or remedy in favor of Buyer except as expressly provided in Section 25 below. Buyer further acknowledges and agrees that Seller is not under any duty to make any inquiry regarding any matter that may or may not be known to the Seller or any member, partner, officer, employee, attorney, property manager, agent or broker of Seller.,

AS-IS Condition of Property. 12.1 Buyer specifically acknowledges, represents and warrants acknowledges that prior to Closingthe Close of Escrow, it and its agents and representatives will have had an opportunity to thoroughly inspected inspect the Property Properties and observed observe the physical characteristics and condition of the PropertyProperties. Notwithstanding anything to the contrary contained in this Restated Agreement, Buyer further acknowledges and agrees that Buyer is purchasing the Property subject to all applicable laws, rules, regulations, codes, ordinances and orders. Subject to any liability of Seller for a breach of the express representations of Seller in Section 25 below, by By Buyer purchasing the Property Property, and upon the occurrence of the ClosingClose of Escrow, except for the Excepted Matters, Buyer waives any and all right or ability to make a claim of any kind or nature against any of the Releasees for any and all deficiencies or defects in the physical characteristics and condition of the Property which would be disclosed by such inspection and expressly agrees to acquire the Property with any and all of such deficiencies and defects and subject to all matters disclosed by Seller herein or in any separate writing with respect to the Property. Buyer further acknowledges and agrees that except for any covenants, representations and warranties of Seller expressly made by Seller in Section 25 this Restated Agreement and/or in any of this Agreement the Seller’s Closing Documents neither Seller or nor any of Seller's ’s employees, agents agents, representatives or representatives other Releasees have made any representations, warranties or agreements by or on behalf of Seller of any kind whatsoever, whether oral or written, express or implied, statutory or otherwise, as to any matters concerning the Property, the condition of the Property, the size (including square footage) of the Real Property, the size of the improvements thereon (including without limitation, any discrepancies in the actual rentable square footage) footage of any leased premises within the Improvements improvements), the present use of the Property or the suitability of the Property for Buyer's ’s intended purposes, use or investment, in each case, on which Buyer shall rely. Subject to the express covenants, representations and warranties of Seller set forth in this Restated Agreement and/or in the Property. Seller’s Closing Documents, Buyer hereby acknowledges, agrees and represents that, subject to any liability of Seller for a breach of the express representations of Seller in Section 25 below, that the Property is to be purchased, conveyed and accepted by Buyer in its present condition, "“AS IS"”, "“WHERE IS" ” AND WITH ALL FAULTS, and that no patent or latent defect or deficiency in the condition of the Property whether or not known or discovered, shall affect the rights of either Seller or Buyer hereunder hereunder, nor shall the Purchase Price be reduced as a consequence thereof. Any Subject to the express covenants, representations and all information and documents furnished to Buyer by or on behalf warranties of Seller relating to set forth in this Restated Agreement and/or in the Property Seller’s Closing Documents, the Seller Information shall be deemed furnished as a courtesy to Buyer but without any warranty of any kind from or on behalf of Seller. Buyer hereby represents and warrants to Seller that Buyer has performed prior to the Close of Escrow will have had an opportunity to perform, an independent inspection and investigation of the Property and has also investigated and has knowledge of operative or proposed governmental laws and regulations including without limitation, land use laws and regulations to which the Property may be subject. Buyer further represents that, except for any covenants, representations and warranties expressly made by Seller in Section 25 this Restated Agreement and/or in any of this Agreementthe Seller’s Closing Documents, it shall acquire the Property solely upon the basis of its independent inspection and investigation of the Property, including without limitation, its independent investigation and inspection as to (i) the quality, nature, habitability, merchantability, use, operation, value, marketability, adequacy or physical condition of the Property or any aspect or portion thereof, including, without limitation, structural elements, foundation, roof, appurtenances, access, landscaping, parking facilities, electrical, mechanical, HVAC, plumbing, sewage, and utility systems, facilities and appliances, soils, geology and groundwater, or whether the Real Property lies within a special flood hazard area, an area of potential flooding, a very high fire hazard severity zone, a wildland fire area, an earthquake fault zone or a seismic hazard zone, (ii) the dimensions or lot size of the Real Property or the square footage of the Improvements thereonimprovements thereon or of any tenant space therein, (iii) the development or income potential, or rights of or relating to, the Real Property or its use, habitability, merchantability, or fitness, or the suitability, value or adequacy of such Real the Property for any particular purpose, (iv) the zoning or other legal status of the Real Property or any other public or private restrictions on the use of the Real Property, (v) the compliance of the Real Property or its operation with any applicable codes, laws, regulations, statutes, ordinances, covenants, conditions and restrictions of any governmental or regulatory agency or authority or of any other person or entity (including, without limitation, Environmental Laws and the Americans With American with Disabilities Act), (vi) the ability of Buyer to obtain any necessary governmental approvals, licenses or permits for Buyer's ’s intended use or further development of or improvements on the Real Property, (vii) the presence or absence of Hazardous Materials on, in, under, above or about the Real Property or any adjoining or neighboring property, (viii) the quality of any labor and materials used in any Improvementsimprovements, (ix) the condition of title to the Real Property, (x) the leases, contracts or any other agreements affecting the Real Property or the intentions of any party with respect to the negotiation and/or execution of any agreement lease or contract with respect to the Real Property, (xi) Seller's ’s ownership of the Property or any portion thereof, or (xii) the economics of, or the income and expenses, revenue or expense projections or other financial matters, relating to the operation of the Real property, (xiii) the manner or quality of the construction or materials, if any, incorporated into the Property, (xiv) the content, completeness or accuracy of the due diligence materials or the PTR, (xv) the conformity of the improvements to any plans or specifications for the Property, including any plans and specifications that may have been or may be provided to Buyer, (xvi) the conformity of the Property to past, current or future applicable zoning or building requirements, (xvii) deficiency of any undershoring or drainage with respect to the Property, and (xviii) any of the other matters described in Section 8.1. Without limiting the generality of the foregoing, Buyer expressly acknowledges and agrees that Buyer is not relying on any representation or warranty of Seller, nor any member partner, officer, employee, attorney, property manager, agent or broker of Sellerother Seller Releasee, whether implied, presumed or expressly provided at law or otherwise, arising by virtue of any statute, common law or other legally binding right or remedy in favor of Buyer except as expressly provided in Section 25 belowthis Restated Agreement and/or in the Seller’s Closing Documents. Buyer further acknowledges and agrees that Seller is not under any duty to make any inquiry regarding any matter that may or may not be known to the Seller or any member, partner, officer, employee, attorney, property manager, agent or broker of Seller, except as expressly provided herein. Buyer acknowledges that the Purchase Price has been fully negotiated by the parties hereto so as to reflect the “AS IS,” “WHERE IS” and WITH ALL FAULTS nature of the purchase and sale transaction described herein, and any faults, liabilities, defects or other adverse matters that may be associated with the Property. All of Buyer’s representations, warranties, acknowledgements, agreements, understandings and other statements contained in this Section 8.9 shall survive the Close of Escrow in perpetuity, shall not merge with the Deed or any other closing documents and shall be deemed incorporated into the Deed. By initialing below, Buyer acknowledges that (a) this Section 8.9 has been read and fully understood, (b) Buyer has had the chance to ask questions of its counsel about its meaning and significance, and (c) Buyer has accepted and agreed to the terms set forth in this Section 8.9. Buyer’s Initials Seller’s Initials Except as otherwise provided in this Restated Agreement, any reports, repairs or work required by Buyer are the sole responsibility of Buyer, and Buyer agrees that there is no obligation on the part of Seller to make any changes, alterations or repairs to the Property or to cure any violations of law or to comply with the requirements of any insurer. The provisions of this Section 8.9 shall survive the Close of Escrow and shall not be deemed merged into any instrument or conveyance delivered at the Close of Escrow.

AS-IS Condition of Property. 12.1 Buyer specifically acknowledges, represents and warrants that prior to Closing, it and its agents and representatives will have thoroughly inspected the Property and observed the physical characteristics and condition of the Property. Notwithstanding anything to the contrary contained Except as expressly set forth herein or in this Agreement, Buyer further acknowledges and agrees that Buyer is purchasing the Property subject to all applicable laws, rules, regulations, codes, ordinances and orders. Subject to any liability of Seller for a breach of the express representations of Seller in Section 25 belowclosing document, by Buyer purchasing the Property and upon the occurrence of the Closing, Buyer waives any and all right or ability to make a claim of any kind or nature against Seller or any of the Releasees Indemnitee for any and all deficiencies or defects in the physical characteristics and condition of the Property which would be disclosed by such inspection inspection, and expressly agrees to acquire the Property with any and all of such deficiencies and defects and subject to all matters disclosed by Seller herein or in any separate writing with respect to the Property and/or disclosed in and set forth in the Natural Hazard Disclosure Statement for the Property. Buyer further acknowledges and agrees that except for any representations expressly made by Seller in Section 25 9 of this Agreement or in any closing document, neither Seller or nor any of Seller's ’s employees, agents or representatives have made any representations, warranties or agreements by or on behalf of Seller of any kind whatsoever, whether oral or written, express or implied, statutory or otherwise, as to any matters concerning the Property, the condition of the Property, the size (including square footage) of the Real PropertyLand, the size (including square footage) of the Improvements (including without limitation, any discrepancies in the actual rentable square footage of any premises within the Improvements), the present use of the Property or the suitability of Buyer's ’s intended use of the Property. Buyer hereby acknowledges, agrees and represents that, subject to except as expressly set forth herein or in any liability of Seller for a breach of the express representations of Seller in Section 25 belowclosing document, the Property is to be purchased, conveyed and accepted by Buyer in its present condition, "“AS IS"”, "“WHERE IS" ” AND WITH ALL FAULTS, and that no patent or latent defect or deficiency in the condition of the Property Property, whether or not known or discovered, shall affect the rights of either Seller or Buyer hereunder nor shall the Purchase Price be reduced as a consequence thereof. Any and all information and documents furnished to Buyer by or on behalf of Seller relating to the Property shall be deemed furnished as a courtesy to Buyer but without any warranty of any kind from or on behalf of Seller. Buyer hereby represents and warrants to Seller that Buyer has performed or will perform an independent inspection and investigation of the Property and has also investigated and has knowledge of or will investigate operative or proposed governmental laws and regulations including regulations, including, without limitation, land use laws and regulations to which the Property may be subject. Buyer further represents that, except for as expressly set forth herein or in any representations expressly made by Seller in Section 25 of this Agreementclosing document, it shall acquire the Property solely upon the basis of its independent inspection and investigation of the Property, including without limitation, (i) the quality, nature, habitability, merchantability, use, operation, value, marketability, adequacy or physical condition of the Property or any aspect or portion thereof, including, without limitation, structural elements, foundation, roof, appurtenances, access, landscaping, parking facilities, electrical, mechanical, HVAC, plumbing, sewage, and utility systems, facilities and appliances, soils, geology and groundwater, or whether the Real Property Land lies within a special flood hazard area, an area of potential flooding, a very high fire hazard severity zone, a wildland fire area, an earthquake fault zone or a seismic hazard zone, (ii) the dimensions or lot size of the Real Property Land or the square footage of the Improvements thereon, (iii) the development or income potential, or rights of or relating to, the Real Property or its use, habitability, merchantability, merchantability or fitness, or the suitability, value or adequacy of such Real Property for any particular purpose, (iv) the zoning or other legal status of the Real Property or any other public or private restrictions on the use of the Real Property, (v) the compliance of the Real Property or its operation with any applicable codes, laws, regulations, statutes, ordinances, covenants, conditions and restrictions of any governmental or regulatory agency or authority or of any other person or entity (including, without limitation, the Americans With American with Disabilities Act), (vi) the ability of Buyer to obtain any necessary governmental approvals, licenses or permits for Buyer's ’s intended use or development of the Real Property, (vii) the presence or absence of Hazardous Materials on, in, under, above or about the Real Property or any adjoining or neighboring property, (viii) the quality of any labor and materials used in any Improvements, (ix) the condition of title to the Real PropertyLand, (x) any agreements affecting the Real Property or the intentions of any party with respect to the negotiation and/or execution of any agreement lease or contract with respect to the Real Property, (xi) Seller's ’s ownership of the Property or any portion thereof, or (xii) the economics of, or the income and expenses, revenue or expense projections or other financial matters, relating to the operation of the Real Property. Without limiting the generality of the foregoing, Buyer expressly acknowledges and agrees that Buyer is not relying on any representation or warranty of Seller, nor any member partner, officer, employee, attorney, property manager, agent or broker of Seller, whether implied, presumed or expressly provided at law or otherwise, arising by virtue of any statute, common law or other legally binding right or remedy in favor of Buyer except as expressly provided in Section 25 belowthis Agreement or any closing document. Buyer further acknowledges and agrees that Seller is not under any duty to make any inquiry regarding any matter that may or may not be known to the Seller or any member, partner, officer, employee, attorney, property manager, agent or broker of Seller.

AS-IS Condition of Property. 12.1 Buyer specifically acknowledges, represents and warrants that prior to Closingthe Close of Escrow, it and its agents and representatives will have thoroughly inspected the Property and observed the physical characteristics and condition of the Property. Notwithstanding anything to the contrary contained in this Agreement, Buyer further acknowledges and agrees that Buyer is purchasing the Property subject to all applicable laws, rules, regulations, codes, ordinances and orders. Subject to any liability of Seller for a breach of the express representations of Seller in Section 25 below, by By Buyer purchasing the Property Property, and upon the occurrence of the ClosingClose of Escrow, except for the Excepted Matters, Buyer waives any and all right or ability to make a claim of any kind or nature against any of the Releasees for any and all deficiencies or defects in the physical characteristics and condition of the Property which would be disclosed by such inspection and expressly agrees to acquire the Property with any and all of such deficiencies and defects and subject to all matters disclosed by Seller herein or in any separate writing Buyer’s actual knowledge with respect to the Property. Buyer further acknowledges and agrees that except for any covenants, representations and warranties of Seller expressly made by Seller in Section 25 of this Agreement and/or in any of the Seller’s Closing Documents, neither Seller or nor any of Seller's ’s employees, agents agents, representatives or representatives other Releasees have made any representations, warranties or agreements by or on behalf of Seller of any kind whatsoever, whether oral or written, express or implied, statutory or otherwise, as to any matters concerning the Property, the condition of the Property, the size (including square footage) of the Real Property, the size of the improvements thereon (including without limitation, any discrepancies in the actual rentable square footage) footage of any leased premises within the Improvements improvements), the present use of the Property or the suitability of the Property for Buyer's ’s intended purposes, use or investment. Subject to the express covenants, representations and warranties of Seller set forth in this Agreement and/or in the Property. Seller’s Closing Documents, Buyer hereby acknowledges, agrees and represents that, subject to any liability of Seller for a breach of the express representations of Seller in Section 25 below, that the Property is to be purchased, conveyed and accepted by Buyer in its present condition, "“AS IS"”, "“WHERE IS" ” AND WITH ALL FAULTS, and that no patent or latent defect or deficiency in the condition of the Property whether or not known or discovered, shall affect the rights of either Seller or Buyer hereunder hereunder, nor shall the Purchase Price be reduced as a consequence thereof. Any Subject to the express covenants, representations and all information and documents furnished to Buyer by or on behalf warranties of Seller relating to set forth in this Agreement and/or in the Property Seller’s Closing Documents, the Seller Information shall be deemed furnished as a courtesy to Buyer but without any warranty of any kind from or on behalf of Seller. Buyer hereby represents and warrants to Seller that Buyer has performed performed, or prior to the Close of Escrow will perform, an independent inspection and investigation of the Property and also has also investigated or will investigate and has or will have knowledge of operative or proposed governmental laws and regulations including without limitation, land use laws and regulations to which the Property may be subject. Buyer further represents that, except for any covenants, representations and warranties expressly made by Seller in Section 25 this Agreement and/or in any of this Agreementthe Seller’s Closing Documents, it shall acquire the Property solely upon the basis of its independent inspection and investigation of the Property, including without limitation, its independent investigation and inspection as to (i) the quality, nature, habitability, merchantability, use, operation, value, marketability, adequacy or physical condition of the Property or any aspect or portion thereof, including, without limitation, structural elements, foundation, roof, appurtenances, access, landscaping, parking facilities, electrical, mechanical, HVAC, plumbing, sewage, and utility systems, facilities and appliances, soils, geology and groundwater, or whether the Real Property lies within a special flood hazard area, an area of potential flooding, a very high fire hazard severity zone, a wildland fire area, an earthquake fault zone or a seismic hazard zone, (ii) the dimensions or lot size of the Real Property or the square footage of the Improvements thereonimprovements thereon or of any tenant space therein, (iii) the development or income potential, or rights of or relating to, the Real Property or its use, habitability, merchantability, or fitness, or the suitability, value or adequacy of such Real the Property for any particular purpose, (iv) the zoning or other legal status of the Real Property or any other public or private restrictions on the use of the Real Property, (v) the compliance of the Real Property or its operation with any applicable codes, laws, regulations, statutes, ordinances, covenants, conditions and restrictions of any governmental or regulatory agency or authority or of any other person or entity (including, without limitation, Environmental Laws and the Americans With American with Disabilities Act), (vi) the ability of Buyer to obtain any necessary governmental approvals, licenses or permits for Buyer's ’s intended use or further development of or improvements on the Real Property, (vii) the presence or absence of Hazardous Materials on, in, under, above or about the Real Property or any adjoining or neighboring property, (viii) the quality of any labor and materials used in any Improvementsimprovements, (ix) the condition of title to the Real Property, (x) the leases, contracts or any other agreements affecting the Real Property or the intentions of any party with respect to the negotiation and/or execution of any agreement lease or contract with respect to the Real Property, (xi) Seller's ownership of the Property or any portion thereofintentionally deleted, or (xii) the economics of, or the income and expenses, revenue or expense projections or other financial matters, relating to the operation of the Real property, (xiii) the manner or quality of the construction or materials, if any, incorporated into the Property, (xiv) the content, completeness or accuracy of the due diligence materials or the Title Commitment, (xv) the conformity of the improvements to any plans or specifications for the Property, including any plans and specifications that may have been or may be provided to Buyer, (xvi) the conformity of the Property to past, current or future applicable zoning or building requirements, (xvii) deficiency of any undershoring or drainage with respect to the Property, and (xviii) intentionally deleted. Without limiting the generality of the foregoing, Buyer expressly acknowledges and agrees that Buyer is not relying on any representation or warranty of Seller, nor any member partner, officer, employee, attorney, property manager, agent or broker of Sellerother Seller Releasee, whether implied, presumed or expressly provided at law or otherwise, arising by virtue of any statute, common law or other legally binding right or remedy in favor of Buyer except as expressly provided in Section 25 belowthis Agreement and/or in the Seller’s Closing Documents. Buyer further acknowledges and agrees that Seller is not under any duty to make any inquiry regarding any matter that may or may not be known to the Seller or any member, partner, officer, employee, attorney, property manager, agent or broker of Seller. Buyer acknowledges that the Purchase Price has been fully negotiated by the parties hereto so as to reflect the “AS IS,” “WHERE IS” and WITH ALL FAULTS nature of the purchase and sale transaction described herein, and any faults, liabilities, defects or other adverse matters that may be associated with the Property. All of Buyer’s representations, warranties, acknowledgements, agreements, understandings and other statements contained in this Section 8.9 shall survive the Close of Escrow in perpetuity, shall not merge with the Deed or any other closing documents and shall be deemed incorporated into the Deed. By initialing below, Buyer acknowledges that (a) this Section 8.9 has been read and fully understood, (b) Buyer has had the chance to ask questions of its counsel about its meaning and significance, and (c) Buyer has accepted and agreed to the terms set forth in this Section 8.9. /s/ JSA /s/ DT Buyer’s Initials Seller’s Initials Except as otherwise provided in this Agreement, any reports, repairs or work required by Buyer are the sole responsibility of Buyer, and Buyer agrees that there is no obligation on the part of Seller to make any changes, alterations or repairs to the Property. The provisions of this Section 8.9 shall survive the Close of Escrow and shall not be deemed merged into any instrument or conveyance delivered at the Close of Escrow.