Common use of As-Is Purchase Clause in Contracts

As-Is Purchase. (a) Purchaser acknowledges, represents and warrants (i) that any information ("INFORMATION") supplied or made available by Seller, whether written or oral, or in the form of maps, surveys, plats, soil reports, engineering studies, environmental studies, inspection reports, plans, specifications or any other information whatsoever, without exception, pertaining to the Real Estate, any and all records, and other documents pertaining to the use and occupancy of the Real Estate, income thereof, the cost and expense of maintenance thereof, and any and all other matters concerning the condition, suitability, integrity, marketability, compliance with law, or other attributes or aspects of the Real Estate, or any part thereof, is furnished to Purchaser solely as a courtesy and shall not constitute a representation or warranty of Seller; (ii) THE INFORMATION IS PROVIDED, AND THE REAL ESTATE IS PURCHASED, ON AN AS-IS WHERE-IS BASIS AND SELLER MAKES NO REPRESENTATION, EXPRESS OR IMPLIED, OR ARISING BY OPERATION OF LAW OR OTHERWISE, INCLUDING BUT IN NO WAY LIMITED TO, ANY WARRANTY OF CONDITION, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE AS TO THE INFORMATION OR THE REAL ESTATE; and (iii) other than the representations, covenants and agreements made and specifically set forth in this Agreement, no representations, whether written or oral, have been made by Seller, or its agents or employees in order to induce Purchaser to enter into this Agreement. Without limiting the generality of the foregoing, Purchaser acknowledges, warrants and represents to Seller that neither Seller nor its agents or employees have made any representations or statements, whether written or oral, to Purchaser concerning the investment potential, suitability for Purchaser’s intended use, operation, or resale of the Real Estate at any future date, at a profit or otherwise, nor has Seller or its agents or employees rendered any advice or expressed any opinion to Purchaser regarding any tax consequences of ownership of the Real Estate.

As-Is Purchase. Except as otherwise provided in this Agreement, Buyer agrees that, there are no representations or warranties made by, or on behalf of, Seller in connection with this Agreement or as to any matters concerning the Property, including but not limited to the condition, acreage, topography, climate, water, water rights, utilities, present or future zoning or entitlement, soil, subsoil, hazardous materials (a) Purchaser acknowledgesincluding without limitation asbestos), represents the purpose for which the Property is suited, drainage, access to public roads, proposed routes of roads or extensions thereof. The Property will be sold by Seller and warrants (i) that any information ("INFORMATION") supplied or made available purchased by Buyer “AS IS AND WITH ALL FAULTS” and without representation by Seller, and no patent or latent condition affecting the Property in any way, whether written known or oralunknown, discoverable or hereafter discovered, shall affect any of Buyer’s obligations contained in this Agreement or give rise to any right of damages, liability, claim, rescission or otherwise against Seller, except as otherwise provided herein. Buyer is an experienced and knowledgeable Nevada public charter school and will be relying solely upon Buyer’s own inspections, investigations and analysis of the form of mapsProperty in purchasing the Property, surveysand except as otherwise provided in this Agreement, platsis not relying in any way upon any representations, soil statements, agreements, warranties, studies, reports, engineering studiesdescriptions, environmental studies, inspection reports, plans, specifications guidelines or any other information or material furnished by Seller or its representatives, whether oral or written, express or implied, of any nature whatsoever regarding any of the foregoing matters. Buyer specifically acknowledges and agrees that Seller is selling and Buyer is purchasing the Property on an “AS IS, WITH ALL FAULTS” basis and that Buyer is not relying on any representations or warranties of any kind whatsoever, without exceptionexpress or implied, pertaining from Seller, its agents or brokers as to the Real Estate, any and all records, and other documents pertaining to the use and occupancy of the Real Estate, income thereof, the cost and expense of maintenance thereof, and any and all other matters concerning the conditionProperty, suitability, integrity, marketability, compliance with law, or other attributes or aspects of the Real Estate, or any part thereof, is furnished to Purchaser solely except as a courtesy and shall not constitute a representation or warranty of Seller; (ii) THE INFORMATION IS PROVIDED, AND THE REAL ESTATE IS PURCHASED, ON AN AS-IS WHERE-IS BASIS AND SELLER MAKES NO REPRESENTATION, EXPRESS OR IMPLIED, OR ARISING BY OPERATION OF LAW OR OTHERWISE, INCLUDING BUT IN NO WAY LIMITED TO, ANY WARRANTY OF CONDITION, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE AS TO THE INFORMATION OR THE REAL ESTATE; and (iii) other than the representations, covenants and agreements made and specifically expressly set forth in this Agreement, including, without limitation: (i) the quality, nature, adequacy and physical condition and aspects of the Property, including, but not limited to, appurtenances, access, sewage and utility systems, and the square footage of the Property, (ii) the quality, nature, adequacy, and physical condition of soils, geology and any groundwater, (iii) the existence, quality, nature, adequacy and physical condition of utilities serving the Property, (iv) the development potential of the Property, and the Property’s use, habitability, merchantability, or fitness, suitability, value or adequacy of the Property for any particular purpose, (v) the zoning or other legal status of the Property or any other public or private restrictions on use of the Property; (vi) the compliance of the Property with any applicable codes, laws, regulations, statutes, ordinances, covenants, conditions and restrictions of any governmental or quasi-governmental entity or of any other person or entity, including without limitation Buyer’s ability or inability to obtain or maintain building permits, either temporary or final certificates of occupancy or other licenses for the use or operation of the Property, and/or certificates of compliance for the Property, (vii) the presence of hazardous materials on, under or about the Property or the adjoining or neighboring property, and (viii) the economics of the Property, including without limitation the actual or potential income or profits to be derived from the Property and the real estate taxes or assessments now or hereafter payable thereon. Buyer agrees that, other than as expressly stated herein, there are no representations, whether written representations or oral, have been warranties made by Selleror on behalf of Seller in connection with this Agreement, related documents, assignments or conveyances related to this transaction, or its agents any other matters concerning the Property, including but not limited to the condition, acreage, topography, climate, utilities, seisin, possession, present or employees future zoning or entitlements, soil, subsoil, hazardous materials (including without limitation asbestos), the Deed, the purposes for which the Property is suited, drainage, access to public roads, proposed routes of roads or extensions thereof. As used in order to induce Purchaser to enter into this Agreement, “applicable codes, laws, regulations, statutes” and “ordinances” include without limitation the Americans With Disabilities Act (42 U.S.C. Section 12101, et seq.), the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (42 U.S.C. Sections 6901, et seq.); the Resources Conservation and Recovery Act of 1976 (42 U.S.C. Section 6901, et seq.); The Clean Water Act (33 U.S.C. Section 1251, et seq.); the Safe Drinking Water Act (14 U.S.C. Section 1401, et seq.); the Hazardous Materials Transportation Act (49 U.S.C. Section 1801, et seq.); the Toxic Substance Control Act (15 U.S.C. Section 2601, et seq.); and all similar and related United States or other applicable Nevada laws regarding or affecting the Property. Without limiting Also, as used in this Agreement “hazardous materials” shall mean any substance, water or material which has been determined by any state, federal or local government authority to be capable of posing a risk or injury to health, safety and property, including, but not limited to, all of those materials, wastes and substances, designated as hazardous or toxic by U.S. Environmental Protection Agency, the generality U.S. Department of Labor, and the foregoing, Purchaser acknowledges, warrants and represents U.S. Department of Transportation and/or any other governmental agency now or hereafter authorized to Seller that neither Seller nor its agents or employees have made any representations or statements, whether written or oral, to Purchaser concerning the investment potential, suitability for Purchaser’s intended use, operation, or resale of the Real Estate at any future date, at a profit or otherwise, nor has Seller or its agents or employees rendered any advice or expressed any opinion to Purchaser regarding any tax consequences of ownership of the Real Estateregulate.

As-Is Purchase. Buyer hereby represents and warrants and agrees that (a) Purchaser acknowledgesexcept as explicitly set forth herein or in any document executed and delivered by Seller at Closing, represents there are no representations or warranties of any kind whatsoever, express or implied, made by Seller its agents or its representatives in connection with this Agreement, the purchase of the Property by Buyer, the physical condition of the Property, the square footage or configuration of the Property or whether the Property complies with applicable laws or is appropriate for Buyer’s intended use; (b) on or prior to the Contingency Date and warrants if Buyer’s clears contingencies then continuing through the Closing Date, Buyer will have (ior will have chosen not to have) that fully investigated the Property and all matters pertaining thereto; (c) except as explicitly set forth herein or in any document executed and delivered by Seller at Closing, Buyer is not relying on any statement or representation of Seller, its agents or its representatives or on any information ("INFORMATION") supplied or made available by Seller, whether written its agents or oralits representatives; (d) except for the representations , warranties and covenants of Seller set forth herein or in any document executed and delivered by Seller at Closing, Buyer, in entering into this Agreement and in completing its purchase of the form Property, is relying entirely on its own investigation of maps, surveys, plats, soil reports, engineering studies, environmental studies, inspection reports, plans, specifications the Property; (e) on or any other information whatsoever, without exception, pertaining prior to the Real EstateContingency Date and if Buyer’s clears contingencies then continuing through the Closing Date, any Buyer will be aware (or will have chosen not to be aware) of all zoning regulations, other governmental requirements, site and all recordsphysical conditions, and other documents pertaining to matters affecting the use and occupancy condition of the Real EstateProperty; (f) except for the representations, income thereofwarranties and covenants of Seller set forth herein or in any document executed and delivered by Seller at Closing, Buyer’s election to proceed with the cost purchase the Property following the Contingency Date on the terms and expense of maintenance thereofconditions hereof shall be made solely and exclusively in reliance on Buyer’s own review, inspection and any and all other matters concerning the condition, suitability, integrity, marketability, compliance with law, or other attributes or aspects investigation of the Real EstateProperty and of materials, documents, information and studies relating to the Property or the condition of title thereto (including, without limitation, any part thereof, is furnished to Purchaser solely as a courtesy and shall not constitute a representation or warranty information obtained through Buyer’s Investigations and/or Physical Testing of Seller; (ii) THE INFORMATION IS PROVIDED, AND THE REAL ESTATE IS PURCHASED, ON AN AS-IS WHERE-IS BASIS AND SELLER MAKES NO REPRESENTATION, EXPRESS OR IMPLIED, OR ARISING BY OPERATION OF LAW OR OTHERWISE, INCLUDING BUT IN NO WAY LIMITED TO, ANY WARRANTY OF CONDITION, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE AS TO THE INFORMATION OR THE REAL ESTATEthe Property); and (iiig) Buyer shall purchase the Property in its “AS-IS” condition as of the date of Closing with no warranties, express or implied, at law or in equity, including, without limitation, any warranty of condition, habitability, merchantability or fitness for a particular purpose other than the representations, covenants Seller’s representations and agreements made and specifically warranties as expressly set forth in this Agreement, no representations, whether written Section 7.1 above or oral, have been made in any document executed and delivered by Seller, or its agents or employees in order to induce Purchaser to enter into this Agreement. Without limiting the generality of the foregoing, Purchaser acknowledges, warrants and represents to Seller that neither Seller nor its agents or employees have made any representations or statements, whether written or oral, to Purchaser concerning the investment potential, suitability for Purchaser’s intended use, operation, or resale of the Real Estate at any future date, at a profit or otherwise, nor has Seller or its agents or employees rendered any advice or expressed any opinion to Purchaser regarding any tax consequences of ownership of the Real EstateClosing.

As-Is Purchase. (a) Purchaser acknowledges, represents and warrants (i) that any information ("INFORMATION") supplied or made available by Seller, whether written or oral, or in the form of maps, surveys, plats, soil reports, engineering studies, environmental studies, inspection reports, plans, specifications or any other information whatsoever, without exception, pertaining to the Real Estate, any and all records, and other documents pertaining to the use and occupancy of the Real Estate, income thereof, the cost and expense of maintenance thereof, and any and all other matters concerning the condition, suitability, integrity, marketability, compliance with law, or other attributes or aspects of the Real Estate, or any part thereof, is furnished to Purchaser solely Except as a courtesy and shall not constitute a representation or warranty of Seller; (ii) THE INFORMATION IS PROVIDED, AND THE REAL ESTATE IS PURCHASED, ON AN AS-IS WHERE-IS BASIS AND SELLER MAKES NO REPRESENTATION, EXPRESS OR IMPLIED, OR ARISING BY OPERATION OF LAW OR OTHERWISE, INCLUDING BUT IN NO WAY LIMITED TO, ANY WARRANTY OF CONDITION, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE AS TO THE INFORMATION OR THE REAL ESTATE; and (iii) other than the representations, covenants and agreements made and specifically otherwise set forth in this Agreement, no representations, whether written or oral, Buyer shall accept the Property in an "as is" condition with all faults. During the Feasibility Period Buyer shall have been made by Seller, or satisfied itself as to all aspects of the Property and its agents or employees feasibility for Buyer's intended purposes. Buyer acknowledges and agrees (i) except as expressly provided in order to induce Purchaser to enter into this Agreement. Without limiting the generality of the foregoing, Purchaser acknowledges, warrants and represents to Seller that neither Seller nor its agents or employees have anyone on Seller's behalf has made any representations or statementswarranties respecting the Property or the physical condition thereof, (ii) except for the representations and warranties of Seller expressly set forth in this Agreement, Buyer is purchasing the Property "as is", and (iii) no broker, agent, or party other than Seller is authorized to make any representation or warranty for or on behalf of Seller. Buyer agrees that it is the intent of the parties that, except for any representation or warranty of Seller expressly set forth in this Agreement, if any, (i) upon the Close of Escrow, any and all risks existing or hereafter arising in connection with the Property or any part thereof at any time shall shift to Buyer, and (ii) Seller shall have no obligation whatsoever in connection with the Property at any time. Except for any representations and warranties of Seller expressly set forth in this Agreement, Buyer on behalf of itself and for its agents, employees, contractors, visitors, affiliates, successors and assigns (collectively "Buyer's Group"), hereby releases and discharges Seller and its managers and members, and the employees, agents, attorneys, shareholders, members, managers, successors and assigns of Seller and its managers and members (collectively "Seller's Group") from any and all claims, liability, damages, losses, demands, costs, expenses (including but not limited to attorneys' and consultants' fees), and causes of action of all kinds, whether written known or oralunknown, suspected or unsuspected, in any way arising out of or in connection with the Property or the physical condition thereof. Buyer agrees that this release shall apply to Purchaser concerning the investment potentialall unknown or unanticipated loss, suitability for Purchaser’s intended use, operationdamage, or resale injury, and hereby waives any and all rights under California Civil Code Section 1542, which reads as follows: A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the Real Estate at any future daterelease, at a profit which if known by him or otherwise, nor has Seller her must have materially affected his or its agents or employees rendered any advice or expressed any opinion to Purchaser regarding any tax consequences of ownership of her settlement with the Real Estate.debtor. BUYER'S INITIALS: /s/ DB /s/ MS

As-Is Purchase. (a) Purchaser acknowledges, represents and warrants Buyer acknowledges that it is purchasing the Property in reliance solely on: (i) that any information ("INFORMATION") supplied or made available by Seller, whether written or oral, or in the form of maps, surveys, plats, soil reports, engineering studies, environmental studies, Buyer's inspection reports, plans, specifications or any other information whatsoever, without exception, pertaining to the Real Estate, any and all records, and other documents pertaining to the use and occupancy of the Real Estate, income thereofProperty, the cost Personal Property and expense of maintenance thereof, and any and all other matters concerning the condition, suitability, integrity, marketability, compliance with law, or other attributes or aspects of the Real Estate, or any part thereof, is furnished to Purchaser solely as a courtesy and shall not constitute a representation or warranty of SellerImprovements; (ii) THE INFORMATION IS PROVIDED, AND THE REAL ESTATE IS PURCHASED, ON AN AS-IS WHERE-IS BASIS AND SELLER MAKES NO REPRESENTATION, EXPRESS OR IMPLIED, OR ARISING BY OPERATION OF LAW OR OTHERWISE, INCLUDING BUT IN NO WAY LIMITED TO, ANY WARRANTY OF CONDITION, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE AS TO THE INFORMATION OR THE REAL ESTATEBuyer's independent verification of the truth of any documents made available to Buyer; and (iii) the opinions and advice concerning the Property of consultants and attorneys engaged by Buyer. Buyer acknowledges that before the expiration of the Due Diligence Period, Buyer will have performed all of its due diligence investigations of and with respect to the Property as Buyer deems appropriate, including engineering studies, soils tests, environmental surveys and testing, physical inspections, TLTA or other than surveys, and market analyses as well as Buyer's evaluation of the representationscondition and status of the Personal Property and Improvements and the operation and future prospects of the Property. On the Close of Escrow, covenants Buyer accepts the Property and agreements made all matters relating to the Property in their "as is" condition or status as of the Closing Date, including such matters as: soils and specifically geological condition, topography, area and configuration of the Real Property; the age and condition of the Improvements and Personal Property; the existence of any hazardous or toxic substances or materials, construction defects or other matters which would or could necessitate abatement or remediation action by the Property's owner; any physical or mechanical defects in the Improvements or Personal Property; any easement, license or encroachment which is not a matter of public record, whether or not visible upon inspection of the Property; the zoning and other land use regulations applicable to the Property; and any other matter relating to the Property including, but not limited to, value, title, income, feasibility, cost, marketing and investment return. Buyer acknowledges and agrees that Seller is not making any express or implied warranties or representations of any kind or character with respect to the Property. Buyer warrants and represents that it has not relied upon and will not rely upon, either directly or indirectly, any warranty or representation of Seller not explicitly set forth in this Agreement, no representations, whether written or oral, have been made by Seller, or its agents or employees in order to induce Purchaser to enter into this Agreement. Without limiting the generality of the foregoing, Purchaser acknowledges, warrants and represents to Seller that neither Seller nor its agents or employees have made any representations or statements, whether written or oral, to Purchaser concerning the investment potential, suitability for Purchaser’s intended use, operation, or resale of the Real Estate at any future date, at a profit or otherwise, nor has Seller or its agents or employees rendered any advice or expressed any opinion to Purchaser regarding any tax consequences of ownership of the Real Estate.

As-Is Purchase. Except as expressly set forth in this Agreement (a) Purchaser acknowledges, represents and warrants (i) that any information ("INFORMATION") supplied or made available by Seller, whether written or oral, or in the form of maps, surveys, plats, soil reports, engineering studies, environmental studies, inspection reports, plans, specifications or any other information whatsoeverincluding, without exceptionlimitation, pertaining to Article 3), Buyer acknowledges and agrees that Buyer is acquiring the Real EstateProperty in its “AS IS” condition, any WITH ALL FAULTS, AND WITHOUT ANY WARRANTY, EXPRESS, IMPLIED OR STATUTORY, all of which are hereby waived and all recordsdisclaimed by Buyer; provided, however, that such waiver and disclaimer shall not, and other documents pertaining to the use and occupancy do not, relieve Seller from any liability for breach of the Real Estate, income thereof, the cost and expense of maintenance thereof, and any and all other matters concerning the condition, suitability, integrity, marketability, compliance with law, or other attributes or aspects of the Real Estate, or any part thereof, is furnished to Purchaser solely as a courtesy and shall not constitute a representation or warranty set forth herein. Other than as expressly set forth herein, neither Seller nor any agents, representatives, or employees of Seller; Seller have made any representations or warranties, direct or indirect, oral or written, express or implied, to Buyer or any agents, representatives, or employees of Buyer with respect to the condition of the Property, its fitness for any particular purpose, or its compliance with any laws. Seller and Buyer acknowledge that the Inspection Period is intended to provide Buyer the opportunity to make such inspections (iior have such inspections made by consultants) THE INFORMATION IS PROVIDEDas it desires of the Property and all facts relevant to its use, AND THE REAL ESTATE IS PURCHASEDincluding, ON AN AS-IS WHERE-IS BASIS AND SELLER MAKES NO REPRESENTATIONwithout limitation, EXPRESS OR IMPLIEDthe interior, OR ARISING BY OPERATION OF LAW OR OTHERWISEexterior, INCLUDING BUT IN NO WAY LIMITED TOand structure of all Improvements, ANY WARRANTY OF CONDITION, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE AS TO THE INFORMATION OR THE REAL ESTATE; and (iii) other than the representations, covenants condition of soils and agreements made subsurfaces. Buyer acknowledges that it is relying on its own investigation of the Property and specifically not on any information provided or to be provided by Seller except as expressly set forth in this Agreement, no representationsand agrees to accept the property at the Closing and waive all objections or claims against Seller (including, whether written without limitation, any right or oral, have been made by Seller, claim of contribution) arising from or its agents related to the Property or employees to any Hazardous Materials on the Property except as expressly set forth in order to induce Purchaser to enter into this Agreement. Without limiting The provisions of this Section 6.1 shall survive the generality of the foregoing, Purchaser acknowledges, warrants and represents to Seller that neither Seller nor its agents or employees have made any representations or statements, whether written or oral, to Purchaser concerning the investment potential, suitability for Purchaser’s intended use, operation, or resale of the Real Estate at any future date, at a profit or otherwise, nor has Seller or its agents or employees rendered any advice or expressed any opinion to Purchaser regarding any tax consequences of ownership of the Real EstateClosing.

As-Is Purchase. Seller shall deliver the Property at the Closing in its "AS IS" condition. Except for and subject to the representations and warranties of Seller as are expressly set forth in this Agreement or in the Deed (as hereinafter defined), if any, (a) Purchaser acknowledges, represents Buyer acknowledges and warrants (i) agrees that any information (Buyer is acquiring the Property in its "INFORMATION") supplied or made available by Seller, whether written or oral, or in the form of maps, surveys, plats, soil reports, engineering studies, environmental studies, inspection reports, plans, specifications or any other information whatsoever, without exception, pertaining to the Real Estate, any and all records, and other documents pertaining to the use and occupancy of the Real Estate, income thereof, the cost and expense of maintenance thereof, and any and all other matters concerning the AS IS'' condition, suitabilityWITH ALL FAULTS, integrity, marketability, compliance with law, or other attributes or aspects of the Real Estate, or any part thereof, is furnished to Purchaser solely as a courtesy and shall not constitute a representation or warranty of Seller; (ii) THE INFORMATION IS PROVIDEDIF ANY, AND THE REAL ESTATE IS PURCHASED, ON AN AS-IS WHERE-IS BASIS AND SELLER MAKES NO REPRESENTATIONWITHOUT ANY WARRANTY, EXPRESS OR IMPLIED, OR ARISING BY OPERATION OF LAW OR OTHERWISE, INCLUDING BUT IN NO WAY LIMITED TO, ANY WARRANTY OF CONDITION, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE AS TO THE INFORMATION OR THE REAL ESTATE; and (iiib) other than the representations, covenants and agreements made and specifically set forth in this Agreement, no representations, whether written or oral, have been made by Seller, or its agents or employees in order to induce Purchaser to enter into this Agreement. Without limiting the generality of the foregoing, Purchaser acknowledges, warrants and represents to Seller that neither Seller nor its agents any agents, representatives, or employees of Seller have made any representations or statementswarranties, direct or indirect, oral or written, express or implied, to Buyer or Buyer's Agents with respect to the Property or its operation, including without limitation the square footage of the Land or the Improvements thereon, the condition of the Property, its fitness for any particular purpose, or its compliance with any laws, Seller expressly disclaims any such representations or warranties and Buyer is not aware of and does not rely upon any such representation or warranty of any other party. Buyer acknowledges that the Feasibility Period will have afforded Buyer an adequate period of time and the opportunity to make such inspections (or have such inspections made by consultants) as it desires of the Property and all factors relevant to its use, and that Buyer has elected to go forward with the purchase of the Property based on such examinations and inspections as Buyer has deemed appropriate to make. Buyer agrees that, except as specifically provided in Section 3.1 of this Agreement, Seller has not made, does not make and specifically disclaims any representations, warranties, covenants, agreements or guaranties of any kind or character whatsoever, whether written express or oralimplied, to Purchaser oral or written, past, present or future, concerning the investment potentialProperty and its operation, including without limitation, (a) the value of or income derived from the Property; (b) the suitability of the Property for Purchaser’s intended Buyer's use, operation, or resale including without limitation any future development of the Real Estate at any future dateProperty and the availability of utilities necessary to service the Property; (c) the habitability, at merchantability, profitability, marketability or fitness for a profit particular purpose of the Property; (d) the nature, quality or otherwisecondition of the water, nor has Seller drainage, undershoring, subsurface, soil and geology of the Property; (e) the nature, quality or condition of the interior, exterior and structure of all Improvements, including without limitation the square footage, state (or lack) of repair and absence of latent defects; (f) the compliance of or by the Property or its agents operation with all applicable law, rules, ordinances or employees rendered regulations of any advice applicable governmental authority or expressed entity, including without limitation any opinion and all building codes, Environmental Laws (as defined in Section 6.5(b), below), land use laws and the Americans with Disabilities Act of 1990; (g) the presence or absence of hazardous materials at, on, under or adjacent to Purchaser regarding any tax consequences of ownership the Property; (h) the conformity of the Real EstateProperty with and the status of all zoning requirements, permitting requirements and other entitlements relevant to the use or contemplated use of the Property; and (i) the conformity of the Improvements to any plans or specifications for the Property, including any such plans and specifications included in the Property Documents. BUYER ACKNOWLEDGES AND AGREES THAT ANY INFORMATION MADE AVAILABLE TO BUYER OR PROVIDED OR TO BE PROVIDED BY OR ON BEHALF OF SELLER WITH RESPECT TO THE PROPERTY WAS OBTAINED FROM A VARIETY OF SOURCES AND THAT NEITHER SELLER NOR ITS AGENTS HAVE MADE ANY INDEPENDENT INVESTIGATION OR VERIFICATION OF SUCH INFORMATION AND MAKES NO REPRESENTATIONS AS TO THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION EXCEPT AS MAY OTHERWISE BE EXPRESSLY PROVIDED HEREIN. BUYER FURTHER ACKNOWLEDGES AND AGREES THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SALE OF THE PROPERTY AS PROVIDED FOR HEREIN IS MADE ON AN "AS-IS" CONDITION AND BASIS, WITH ALL FAULTS. The provisions of this Section 6.4 shall survive the Closing and the delivery of the Deed.

As-Is Purchase. Purchaser hereby agrees and acknowledges that, except as otherwise expressly set forth in this Agreement, neither Seller nor any principal (a) Purchaser acknowledgesdirect or indirect), represents and warrants (i) that affiliate, agent, attorney, employee or representative of Seller has made any information ("INFORMATION") supplied representation or made available by Seller, whether written or oral, or in warranty whatsoever regarding the form subject matter of maps, surveys, plats, soil reports, engineering studies, environmental studies, inspection reports, plans, specifications or any other information whatsoever, without exception, pertaining to the Real Estate, any and all records, and other documents pertaining to the use and occupancy of the Real Estate, income thereof, the cost and expense of maintenance thereof, and any and all other matters concerning the condition, suitability, integrity, marketability, compliance with law, or other attributes or aspects of the Real Estatethis transaction, or any part thereof, is furnished including (without limiting the generality of the foregoing) representations as to the physical nature or physical condition of the Property or the capabilities thereof, and that Purchaser, in executing, delivering and/or performing this Agreement, does not rely upon any statement and/or information to whomever made or given, directly or indirectly, orally or in writing, by any individual, firm or entity. Accordingly, Purchaser agrees that the Property shall be deemed acceptable to Purchaser solely and the acquisition of the Property shall be on an "as a courtesy is, where is" basis, with all faults, subject to the provisions of this Agreement. Purchaser further acknowledges that Seller would not agree to sell the Property to Purchaser for the Purchase Price stated herein without the disclaimers, agreements and shall not constitute a representation or warranty of Seller; (ii) THE INFORMATION IS PROVIDED, AND THE REAL ESTATE IS PURCHASED, ON AN AS-IS WHERE-IS BASIS AND other statements set forth in this Section. SELLER MAKES NO REPRESENTATION, EXPRESS REPRESENTATIONS OR IMPLIED, WARRANTIES AS TO THE PHYSICAL CONDITION OF THE PROPERTY OR ARISING BY OPERATION THE SUITABILITY THEREOF FOR ANY PURPOSE. SELLER HEREBY EXPRESSLY DISCLAIMS ANY WARRANTIES OF LAW OR OTHERWISE, INCLUDING BUT IN NO WAY LIMITED TO, ANY WARRANTY OF CONDITION, MERCHANTABILITY, MERCHANTABILITY AND/OR FITNESS FOR A PARTICULAR PURPOSE AND ANY OTHER WARRANTIES OR REPRESENTATIONS AS TO THE INFORMATION OR PHYSICAL CONDITION OF THE REAL ESTATE; and (iii) other than the representations, covenants and agreements made and specifically set forth in this Agreement, no representations, whether written or oral, have been made by Seller, or its agents or employees in order to induce PROPERTY. Purchaser to enter into this Agreement. Without limiting the generality has conducted such investigations of the foregoingProperty, including but not limited to, the physical and environmental conditions thereof, as Purchaser acknowledges, warrants and represents deemed necessary or desirable to Seller that neither Seller nor its agents or employees have made any representations or statements, whether written or oral, satisfy itself as to Purchaser concerning the investment potential, suitability for Purchaser’s intended use, operation, or resale condition of the Real Estate at Property and the existence or nonexistence or curative action to be taken with respect to any future datehazardous materials, at a profit including, without limitation, lead paint on or otherwisedischarged from the Property, nor has and Purchaser will rely solely upon same and not upon any information provided by or on behalf of Seller or its agents or employees rendered any advice or expressed any opinion to Purchaser regarding any tax consequences of ownership of the Real Estatewith respect thereto.

As-Is Purchase. Except as otherwise provided in this Agreement, Buyer agrees that, there are no representations or warranties made by, or on behalf of, Seller in connection with this Agreement or as to any matters concerning the Property, including but not limited to the condition, acreage, topography, climate, water, water rights, utilities, present or future zoning or entitlement, soil, subsoil, hazardous materials (a) Purchaser acknowledgesincluding without limitation asbestos), represents the purpose for which the Property is suited, drainage, access to public roads, proposed routes of roads or extensions thereof. The Property will be sold by Seller and warrants (i) that any information ("INFORMATION") supplied or made available purchased by Buyer “AS IS AND WITH ALL FAULTS” and without representation by Seller, and no patent or latent condition affecting the Property in any way, whether written known or oralunknown, discoverable or hereafter discovered, shall affect any of Buyer’s obligations contained in this Agreement or give rise to any right of damages, liability, claim, rescission or otherwise against Seller, except as otherwise provided herein. Buyer is an experienced and knowledgeable Nevada public charter school and will be relying solely upon Xxxxx’s own inspections, investigations and analysis of the form of mapsProperty in purchasing the Property, surveysand except as otherwise provided in this Agreement, platsis not relying in any way upon any representations, soil statements, agreements, warranties, studies, reports, engineering studiesdescriptions, environmental studies, inspection reports, plans, specifications guidelines or any other information or material furnished by Seller or its representatives, whether oral or written, express or implied, of any nature whatsoever regarding any of the foregoing matters. Buyer specifically acknowledges and agrees that Seller is selling and Buyer is purchasing the Property on an “AS IS, WITH ALL FAULTS” basis and that Buyer is not relying on any representations or warranties of any kind whatsoever, without exceptionexpress or implied, pertaining from Seller, its agents or brokers as to the Real Estate, any and all records, and other documents pertaining to the use and occupancy of the Real Estate, income thereof, the cost and expense of maintenance thereof, and any and all other matters concerning the conditionProperty, suitability, integrity, marketability, compliance with law, or other attributes or aspects of the Real Estate, or any part thereof, is furnished to Purchaser solely except as a courtesy and shall not constitute a representation or warranty of Seller; (ii) THE INFORMATION IS PROVIDED, AND THE REAL ESTATE IS PURCHASED, ON AN AS-IS WHERE-IS BASIS AND SELLER MAKES NO REPRESENTATION, EXPRESS OR IMPLIED, OR ARISING BY OPERATION OF LAW OR OTHERWISE, INCLUDING BUT IN NO WAY LIMITED TO, ANY WARRANTY OF CONDITION, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE AS TO THE INFORMATION OR THE REAL ESTATE; and (iii) other than the representations, covenants and agreements made and specifically expressly set forth in this Agreement, including, without limitation: (i) the quality, nature, adequacy and physical condition and aspects of the Property, including, but not limited to, appurtenances, access, sewage and utility systems, and the square footage of the Property, (ii) the quality, nature, adequacy, and physical condition of soils, geology and any groundwater, (iii) the existence, quality, nature, adequacy and physical condition of utilities serving the Property, (iv) the development potential of the Property, and the Property’s use, habitability, merchantability, or fitness, suitability, value or adequacy of the Property for any particular purpose, (v) the zoning or other legal status of the Property or any other public or private restrictions on use of the Property; (vi) the compliance of the Property with any applicable codes, laws, regulations, statutes, ordinances, covenants, conditions and restrictions of any governmental or quasi-governmental entity or of any other person or entity, including without limitation Buyer’s ability or inability to obtain or maintain building permits, either temporary or final certificates of occupancy or other licenses for the use or operation of the Property, and/or certificates of compliance for the Property, (vii) the presence of hazardous materials on, under or about the Property or the adjoining or neighboring property, and (viii) the economics of the Property, including without limitation the actual or potential income or profits to be derived from the Property and the real estate taxes or assessments now or hereafter payable thereon. Buyer agrees that, other than as expressly stated herein, there are no representations, whether written representations or oral, have been warranties made by Selleror on behalf of Seller in connection with this Agreement, related documents, assignments or conveyances related to this transaction, or its agents any other matters concerning the Property, including but not limited to the condition, acreage, topography, climate, utilities, seisin, possession, present or employees future zoning or entitlements, soil, subsoil, hazardous materials (including without limitation asbestos), the Deed, the purposes for which the Property is suited, drainage, access to public roads, proposed routes of roads or extensions thereof. As used in order to induce Purchaser to enter into this Agreement, “applicable codes, laws, regulations, statutes” and “ordinances” include without limitation the Americans With Disabilities Act (42 U.S.C. Section 12101, et seq.), the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (42 U.S.C. Sections 6901, et seq.); the Resources Conservation and Recovery Act of 1976 (42 U.S.C. Section 6901, et seq.); The Clean Water Act (33 U.S.C. Section 1251, et seq.); the Safe Drinking Water Act (14 U.S.C. Section 1401, et seq.); the Hazardous Materials Transportation Act (49 U.S.C. Section 1801, et seq.); the Toxic Substance Control Act (15 U.S.C. Section 2601, et seq.); and all similar and related United States or other applicable Nevada laws regarding or affecting the Property. Without limiting Also, as used in this Agreement “hazardous materials” shall mean any substance, water or material which has been determined by any state, federal or local government authority to be capable of posing a risk or injury to health, safety and property, including, but not limited to, all of those materials, wastes and substances, designated as hazardous or toxic by U.S. Environmental Protection Agency, the generality U.S. Department of Labor, and the foregoing, Purchaser acknowledges, warrants and represents U.S. Department of Transportation and/or any other governmental agency now or hereafter authorized to Seller that neither Seller nor its agents or employees have made any representations or statements, whether written or oral, to Purchaser concerning the investment potential, suitability for Purchaser’s intended use, operation, or resale of the Real Estate at any future date, at a profit or otherwise, nor has Seller or its agents or employees rendered any advice or expressed any opinion to Purchaser regarding any tax consequences of ownership of the Real Estateregulate.

As-Is Purchase. (a) Purchaser acknowledgesExcept as otherwise expressly provided in this Agreement, represents Buyer is purchasing the Property on an “as is,” “where is,” and warrants (i) that any information ("INFORMATION") supplied or made available by Seller, whether written or oral, or in the form of maps, surveys, plats, soil reports, engineering studies, environmental studies, inspection reports, plans, specifications or any other information whatsoever, without exception, pertaining to the Real Estate, any and “with all records, and other documents pertaining to the use and occupancy faults” basis. Buyer is relying upon Buyer’s own independent investigation of the Real Estate, income thereof, Property in entering into this Agreement and purchasing the cost Property. Buyer acknowledges and expense of maintenance thereof, and any and all other matters concerning the condition, suitability, integrity, marketability, compliance with law, or other attributes or aspects of the Real Estate, or any part thereof, is furnished to Purchaser solely agrees that except as a courtesy and shall not constitute a representation or warranty of Seller; (ii) THE INFORMATION IS PROVIDED, AND THE REAL ESTATE IS PURCHASED, ON AN AS-IS WHERE-IS BASIS AND SELLER MAKES NO REPRESENTATION, EXPRESS OR IMPLIED, OR ARISING BY OPERATION OF LAW OR OTHERWISE, INCLUDING BUT IN NO WAY LIMITED TO, ANY WARRANTY OF CONDITION, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE AS TO THE INFORMATION OR THE REAL ESTATE; and (iii) other than the representations, covenants and agreements made and specifically set forth in this Agreement, Seller, its partners, officers, agents, employees and representatives have made no representations, whether written warranties or oralagreements as to the physical condition of the Property or any improvements thereon or in connection with any matter, report or information (including with respect to the accuracy or completeness of the Due Diligence Materials and Other Documents) relating to the Property’s condition, value, fitness, use, income or expense projections or zoning upon which Buyer has relied either directly or indirectly. Further, except as provided herein, Seller makes no representation or warranty as to any operative or proposed governmental laws and regulations (including but not limited to, zoning, environmental and land use laws and regulations) to which the Property may be subject. Buyer acknowledges that, except as provided herein, the purchase of the Property will be on the basis of Buyer’s own investigation of (i) the physical condition of the Property, including subsurface conditions, and any improvements thereon, and (ii) the operative or proposed governmental laws and regulations affecting or applicable to the Property. In addition to the foregoing, Buyer and anyone claiming by, through or under Buyer hereby waives its right to recover from and fully and irrevocably releases Seller and its partners, employees, representatives, agents, servants, attorneys, affiliates, successors and assigns (“Released Parties”) from any and all claims that it may now have been made by Selleror hereafter acquire against any of the Released Parties for any cost, loss, liability, damage, expense, demand, action or cause of action arising from or related to any defects or other physical conditions, latent or otherwise, including environmental matters, or its agents any violation of applicable laws, and any and all other acts, omissions, events, circumstances, matters, conditions, operations or employees in order economic performance affecting the Property, or any portion thereof. This release includes claims of which Buyer is presently unaware or which Buyer does not presently suspect to induce Purchaser to enter into exist which, if known by Buyer, would materially affect Buyer’s release of the Released Parties, but excludes claims based on the breach of this Agreement, including, without limitation, the truth and accuracy of all of Seller’s representations and warranties under Section 8 of this Agreement. Without limiting BUYER SPECIFICALLY WAIVES THE PROVISION OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES AS FOLLOWS: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.  /s/ GOR Buyer’s Initials  The provisions of this Section 11 shall survive the generality of the foregoing, Purchaser acknowledges, warrants and represents to Seller that neither Seller nor its agents or employees have made any representations or statements, whether written or oral, to Purchaser concerning the investment potential, suitability for Purchaser’s intended use, operation, or resale of the Real Estate at any future date, at a profit or otherwise, nor has Seller or its agents or employees rendered any advice or expressed any opinion to Purchaser regarding any tax consequences of ownership of the Real EstateClosing.

As-Is Purchase. (a) Purchaser acknowledgesBuyer acknowledges that prior to expiration of the Due Diligence Period, represents and warrants (i) that any information ("INFORMATION") supplied or made available by Seller, whether written or oral, or in the form of maps, surveys, plats, soil reports, engineering studies, environmental studies, inspection reports, plans, specifications or any other information whatsoever, without exception, pertaining subject to the Real Estatelimitations of this Agreement, any Buyer will have had the opportunity to inspect the Property and all records, observe the physical characteristics and other documents pertaining to the use and occupancy condition of the Real Estate, income thereof, the cost and expense of maintenance thereof, Property and any and all other matters, as to, concerning or with respect to any matter whatsoever relating to the Property or this Agreement or of concern to Buyer ("Property Conditions"), including, but not limited to: title; the environmental condition of the Property, including the presence or absence of Hazardous Materials in, on, or about the Property; pest and geological conditions of the Property; the Leases; the Contracts; the financial condition of the Property; the suitability of the Property for any and all activities and/or uses which may be conducted thereon; the compliance of or by the Property with any and all laws, rules, ordinances or regulations of any applicable governmental authority or body (including environmental, zoning, building codes, and the status of any development or use rights respecting the Property); the availability of permits, licenses and approvals respecting the Property; the economic or engineering feasibility of any alteration or renovation of the Property that may be contemplated by Buyer; the habitability, merchantability, marketability, profitability or fitness for a particular purpose of the Property; and the physical condition of the Improvements, including construction defects, deferred maintenance, and other adverse physical conditions or defects. Buyer further acknowledges and agrees that, except for any express representations, warranties, or agreements made by Seller in this Agreement or in the Closing Documents ("Seller's Representations"), neither Seller nor any of Seller's employees, agents, or representatives have made any representations, warranties, or agreements, express or implied, by or on behalf of Seller as to any matters concerning the Property Condition. Except for Seller's Representations, Seller disclaims any and all such representations, warranties, and agreements and Buyer agrees that, except for Seller's Representations, any inaccuracy or deficiency in information, advice, or documents given to Buyer shall be solely the responsibility and risk of Buyer, and shall not be chargeable in any respect to Seller. Buyer acknowledges that, except for Seller's Representations, it is not relying on any statement or representation, whether express or implied, oral or written, that has been made or that in the future may be made by Seller or any of Seller's employees, agents, attorneys or representatives concerning the Property Condition. Buyer hereby acknowledges and agrees, except for Seller's Representations, that the Property is to be purchased, conveyed, and accepted by Buyer in its present condition, suitability"AS IS," "WHERE IS" and "WITH ALL FAULTS". By the end of the Due Diligence Period, integritysubject to the limitations of this Agreement, marketabilityBuyer will have examined, reviewed, and inspected the Property Conditions and other matters which, in Buyer's judgment, bear upon the Property and its value and suitability for Buyer's purposes. Upon Closing, Buyer will acquire the Property solely on the basis of Buyer's own examinations, reviews, and inspections and the title insurance protection afforded by the Title Policy and Seller's Representations. Upon Closing, Buyer shall assume the risk that Property Conditions may not have been revealed by Buyer's investigations. The release and waiver of claims set forth below shall be referred to as the "Release." Upon the Closing, except with respect to Seller's Representations, Buyer, on its own behalf and on behalf of each of its successors and assigns and each and all of its and their respective agents, representatives, trustees, property managers (whether agents or independent contractors), investment managers, investment advisors, attorneys, consultants, contractors, partners, managers, members, shareholders, parents, subsidiaries, affiliates, joint ventures, directors, officers and employees and each of their agents, representatives, trustees, property managers (whether agents or independent contractors), investment managers, investment advisors, attorneys, ./-/5-2-19// 5 3285553_2 consultants, contractors, partners, managers, members, shareholders, parents, subsidiaries, affiliates, joint ventures, directors, officers and employees of any tier (collectively, "Waiver Parties") releases Seller and its agents, representatives, trustees, property managers (whether agents or independent contractors), investment managers, investment advisors, attorneys, consultants, contractors, partners, managers, members, shareholders, beneficiaries, parents, subsidiaries, affiliates, joint ventures, directors, officers and employees and each of their agents, representatives, trustees, property managers (whether agents or independent contractors), investment managers, investment advisors, attorneys, consultants, contractors, partners, managers, members, shareholders, beneficiaries, parents, subsidiaries, affiliates, joint ventures, directors, officers and employees of any tier and each of their respective successors and assigns (collectively, "Released Parties") from, and waives any and all liability, claims, demands, damages and costs (including attorneys' fees and expenses) of any and every kind or character, known or unknown, for, arising from, or attributable to, any and all Property Conditions, including, without limitation, any and all actual, threatened or potential claims, claims for contribution under Environmental Laws, suits, proceedings, actions, causes of action, demands, liabilities, losses, obligations, orders, requirements or restrictions, liens, penalties, fines, charges, debts, damages, costs, and expenses of every kind and nature, whether now known or unknown, whether foreseeable or unforeseeable, whether under any foreign, federal, state or local law (both statutory and non-statutory), and, whether asserted or demanded by a third party against any of the Waiver Parties or incurred directly or indirectly by any of the Waiver Parties themselves (collectively, "Claims"), which any of the Waiver Parties has or may have arising from or related to the following (collectively, "Released Claims"): (i) the physical condition of the Property, the financial condition of the Property, or the financial condition of the tenants under the Leases, the value of the Property or its suitability for Buyer's use, the status of any of the Leases or of the tenants thereunder, the ownership, management or operation of the Property, including any claim or demand by any tenant for the refund or return of any security deposit or other deposit to the extent credited to Buyer at Closing, or the accuracy or completeness of any information reviewed by Buyer in connection with its investigations of the Property and which may have been relied upon by Buyer in deciding to purchase the Property, (ii) any Handling of any Waste Materials or Hazardous Materials at, beneath, to, from, or about the Property, (iii) any compliance or non-compliance with lawEnvironmental Laws regarding any Waste Materials, Hazardous Materials or any Handling related thereto at, beneath, to, from, or about the Property, (iv) any acts, omissions, services or other conduct related to any of the foregoing items "(i)" through "(iii)," inclusive, and/or (v) any condition, activity, or other attributes or aspects matter respecting the Property that is not addressed by any of the Real Estateforegoing items "(i)" through "(iv)," inclusive, and that is related to pollution or protection of the environment, natural resources, or any part thereofpublic health; provided, is furnished to Purchaser solely as a courtesy and however, the Released Claims shall not constitute a representation or warranty include claims for breach of Seller's Representations or intentional fraud. Buyer acknowledges that any condition of the Property which Buyer discovers or desires to correct or improve prior to or after the Closing Date shall be at Buyer's sole expense. This Release shall survive the Closing and the recording of the Deed conveying the Property from Seller to Buyer. TO THE FULLEST EXTENT NOT PROHIBITED BY LAW, BUYER HEREBY EXPRESSLY AND SPECIFICALLY WAIVES THE BENEFITS OF SECTION 1542 OF THE CALIFORNIA CIVIL CODE ("SECTION 1542") AND ANY SUCCESSOR LAWS. SECTION 1542 PROVIDES AS FOLLOWS: ./-/5-2-19// 6 3285553_2 "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN TO HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY." BUYER ACKNOWLEDGES THAT THIS WAIVER AND RELEASE IS VOLUNTARY AND WITHOUT ANY DURESS OR UNDUE INFLUENCE, AND IS GIVEN AS PART OF THE CONSIDERATION FOR THE AGREEMENTS SET FORTH HEREIN. BUYER EXPRESSLY ACKNOWLEDGES THAT IT MAY HEREAFTER DISCOVER FACTS DIFFERENT FROM OR IN ADDITION TO THOSE, WHICH IT NOW BELIEVES TO BE TRUE WITH RESPECT TO THE RELEASE OF CLAIMS. BUYER AGREES THAT THE FOREGOING RELEASE SHALL BE AND REMAIN EFFECTIVE IN ALL RESPECTS NOTWITHSTANDING SUCH DIFFERENT OR ADDITIONAL FACTS. BUYER HAS BEEN ADVISED BY ITS LEGAL COUNSEL AND UNDERSTANDS THE SIGNIFICANCE OF THIS WAIVER OF SECTION 1542 RELATING TO UNKNOWN, UNSUSPECTED AND CONCEALED CLAIMS, AND BUYER HEREBY SPECIFICALLY ACKNOWLEDGES THAT BUYER HAS CAREFULLY REVIEWED THIS SUBSECTION AND DISCUSSED ITS IMPORT WITH LEGAL COUNSEL AND THAT THE PROVISIONS OF THIS SUBSECTION ARE A MATERIAL PART OF THIS AGREEMENT. BY ITS INITIALS BELOW, BUYER ACKNOWLEDGES THAT IT FULLY UNDERSTANDS, APPRECIATES AND ACCEPTS ALL OF THE TERMS OF THIS SUBSECTION AND RELEASE. NOTWITHSTANDING ANY OTHER PROVISION IN THIS AGREEMENT TO THE CONTRARY, THE WAIVERS, RELEASES, ACQUITTALS, AND DISCHARGES REFERRED TO ABOVE SHALL NOT BE APPLICABLE TO: (I) ANY CLAIMS ARISING OUT OF ANY BREACH OF COVENANTS, REPRESENTATIONS, OR WARRANTIES OF SELLER THAT ARE EXPRESSLY SET FORTH IN THE AGREEMENT; (iiII) THE INFORMATION IS PROVIDED, AND DAMAGE TO PERSONAL PROPERTY OR PERSONAL OR BODILY INJURY WHICH OCCURRED ON THE REAL ESTATE IS PURCHASED, ON AN AS-IS WHERE-IS BASIS AND SELLER MAKES NO REPRESENTATION, EXPRESS OR IMPLIEDPROPERTY, OR ARISING BY OPERATION OF LAW OR OTHERWISEANY PART THEREOF, INCLUDING BUT IN NO WAY LIMITED TO, ANY WARRANTY OF CONDITION, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE AS PRIOR TO THE INFORMATION CLOSE OF ESCROW, THROUGH NO ACT OR OMISSION ON THE REAL ESTATEPART OF BUYER AND/OR BUYER'S AGENTS, EMPLOYEES, CONSULTANTS OR CONTRACTORS; and (iiiIII) other than the representations, covenants and agreements made and specifically set forth ANY OBLIGATIONS OF SELLER UNDER THIS AGREEMENT OR ANY DOCUMENT DELIVERED BY SELLER TO BUYER AS OF THE CLOSING HEREUNDER THAT SURVIVE THE CLOSING HEREUNDER; (IV) AND ANY INTENTIONAL FRAUD COMMITTED BY SELLER. ________/s/ JH__________ BUYER'S INITIALS As used in this Agreement, no representations, whether written or oral, the following terms have been made by Seller, or its agents or employees in order to induce Purchaser to enter into this Agreement. Without limiting the generality of the foregoing, Purchaser acknowledges, warrants and represents to Seller that neither Seller nor its agents or employees have made any representations or statements, whether written or oral, to Purchaser concerning the investment potential, suitability for Purchaser’s intended use, operation, or resale of the Real Estate at any future date, at a profit or otherwise, nor has Seller or its agents or employees rendered any advice or expressed any opinion to Purchaser regarding any tax consequences of ownership of the Real Estate.following definitions: ./-/5-2-19// 7 3285553_2

As-Is Purchase. (a) Purchaser acknowledges, represents and warrants (i) that any information ("INFORMATION") supplied or made available by Seller, whether written or oral, or in the form of maps, surveys, plats, soil reports, engineering studies, environmental studies, inspection reports, plans, specifications or any other information whatsoever, without exception, pertaining to the Real Estate, any and all records, and other documents pertaining to the use and occupancy of the Real Estate, income thereof, the cost and expense of maintenance thereof, and any and all other matters concerning the condition, suitability, integrity, marketability, compliance with law, or other attributes or aspects of the Real Estate, or any part thereof, is furnished to Purchaser solely Except as a courtesy and shall not constitute a representation or warranty of Seller; (ii) THE INFORMATION IS PROVIDED, AND THE REAL ESTATE IS PURCHASED, ON AN AS-IS WHERE-IS BASIS AND SELLER MAKES NO REPRESENTATION, EXPRESS OR IMPLIED, OR ARISING BY OPERATION OF LAW OR OTHERWISE, INCLUDING BUT IN NO WAY LIMITED TO, ANY WARRANTY OF CONDITION, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE AS TO THE INFORMATION OR THE REAL ESTATE; and (iii) other than the representations, covenants and agreements made and specifically otherwise expressly set forth in this AgreementContract, the Property is being sold in an “AS IS” condition and “WITH ALL FAULTS” as of the Effective Date and as of Closing. Except as expressly set forth in this Contract or any other documents delivered at Closing, no representations, whether written representations or oral, warranties have been made or are made and no responsibility has been or is assumed by Seller, Seller or its agents any Seller affiliate or employees in order manager as to induce Purchaser to enter into this Agreement. Without limiting the generality condition or repair of the foregoingProperty or the value, Purchaser acknowledges, warrants and represents to Seller that neither Seller nor its agents or employees have made any representations or statements, whether written or oral, to Purchaser concerning the investment potential, suitability for Purchaser’s intended use, expense of operation, or resale income potential thereof or as to any other fact or condition which has or might affect the Property or the condition, repair, value, expense of operation or income potential of the Real Estate at Property or any future date, at a profit portion thereof. The parties agree that all understandings and agreements heretofore made between them or otherwise, nor has Seller or its their respective agents or employees rendered representatives are merged in this Contract and the Exhibits hereto annexed, which alone fully and completely express their agreement, and that this Contract has been entered into after full investigation, or with the parties satisfied with the opportunity afforded for investigation, neither party relying upon any advice statement or expressed representation by the other unless such statement or representation is specifically embodied in this Contract or the Exhibits annexed hereto or any opinion document or instrument executed or delivered at Closing. Except as may be expressly provided for herein, Seller makes no representations or warranties as to whether the Property contains asbestos or harmful or toxic substances or pertaining to the extent, location or nature of same. Purchaser regarding acknowledges that, notwithstanding Purchaser’s affiliate being the Property Manager, Seller has requested Purchaser to inspect fully the Property and investigate all matters relevant thereto and to rely solely upon the results of Purchaser’s own inspections or other information obtained or otherwise available to Purchaser, rather than any tax consequences of ownership information that may have been provided by Seller to Purchaser. BUYER HEREBY ACKNOWLEDGES THAT IT HAS READ AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542 (“SECTION 1542”), WHICH IS SET FORTH BELOW: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.” BY INITIALING BELOW, BUYER HEREBY WAIVES THE PROVISIONS OF SECTION 1542 SOLELY IN CONNECTION WITH THE MATTERS WHICH ARE THE SUBJECT OF THE FOREGOING WAIVERS AND RELEASES. BUYER FURTHER AGREES AND ACKNOWLEDGES THAT, IN GIVING THE FOREGOING WAIVER AND RELEASE, IT HAS WITH ITS LEGAL COUNSEL, CONSIDERED ANY STATUTE OR OTHER LAW THAT MIGHT APPLY TO AND LIMIT THE EFFECT OF PURCHASER’S WAIVER AND RELEASE HEREIN AND HEREBY KNOWINGLY WAIVES THE BENEFITS OF ANY SUCH LAW AND INTENDS THAT IT NOT BE APPLICABLE HERE: /s/ JF Buyer’s Initials The foregoing waivers and releases by Purchaser shall survive the Closing and the recordation of the Real EstateDeed and shall not be deemed merged into the Deed upon its recordation.

As-Is Purchase. (a) Purchaser acknowledges, Buyer represents and warrants to Seller that Buyer has independently and personally inspected the Property and improvements, if any, and the Buyer has entered into this Agreement based upon such personal examination and inspection. Except for the representations made by Seller in this Agreement or as otherwise set forth herein, Buyer agrees that Buyer will accept the Property, at Close of Escrow, in its then condition, AS-IS, WHERE-IS and WITH ALL FAULTS ACCEPTED, including without limitation, those faults and conditions specifically referenced in this Agreement. The Purchase Price has been negotiated with the mutual understanding that Buyer's costs associated with ownership, development, operation and management of the Property are uncertain. Buyer acknowledges that neither Seller nor its agents have made any representation or warranty (i) that any information ("INFORMATION") supplied except for those set forth above), express or made available by Sellerimplied, whether written or oral, or in the form of maps, surveys, plats, soil reports, engineering studies, environmental studies, inspection reports, plans, specifications to Buyer or any other information whatsoever, without exception, pertaining agent of Buyer with respect to the Real Estate, any and all records, and other documents pertaining to the use and occupancy of the Real Estate, income thereof, the cost and expense of maintenance thereof, and any and all other matters matter concerning the Property, including without limitation, its physical condition, suitability, integrity, marketability, compliance with law, or other attributes or aspects of the Real Estate, or . Buyer acknowledges that neither Seller nor its agents have made any part thereof, is furnished to Purchaser solely as a courtesy and shall not constitute a representation or warranty to Buyer concerning the income that can be expected from the Property or expenses to be generated by operation, development, or management of Seller; (ii) THE INFORMATION IS PROVIDEDthe Property. In purchasing the Property, AND THE REAL ESTATE IS PURCHASEDBuyer conducted a thorough inspection and review of the Property and subject to the terms of this Agreement, ON AN AS-IS WHERE-IS BASIS AND SELLER MAKES NO REPRESENTATION, EXPRESS OR IMPLIED, OR ARISING BY OPERATION OF LAW OR OTHERWISE, INCLUDING BUT IN NO WAY LIMITED TO, ANY WARRANTY OF CONDITION, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE AS TO THE INFORMATION OR THE REAL ESTATE; has relied entirely on its own independent investigation and (iii) other than analysis of the representations, covenants Property and agreements made and specifically Buyer acknowledges that except as expressly set forth in this Agreement, no representations, whether written or oral, have been made by Seller, or its agents or employees in order to induce Purchaser to enter into this Agreement. Without limiting the generality of the foregoing, Purchaser acknowledges, warrants and represents to (i) Seller that neither Seller nor its agents or employees have has not made any representations representation or statementswarranty, whether expressed or implied, written or oral, to Purchaser Buyer concerning any of the investment potential, suitability for Purchaser’s intended use, operationmatters described above, or resale any other matter, and (ii) any oral or written information supplied by Seller to Buyer in respect of the Real Estate at any future date, at Property was intended by Seller and has been used by Buyer solely as a profit or otherwise, nor has Seller or basis for Buyer to conduct its agents or employees rendered any advice or expressed any opinion to Purchaser regarding any tax consequences of ownership own investigation and analysis of the Real EstateProperty and except as expressly set forth in this Agreement, Buyer has not relied on any such written or oral information supplied or provided by Seller to Buyer. It is not contemplated that the Purchase Price will be increased it these costs prove to be less than expected nor will the Purchase Price be reduced if the Buyer's plan leads to higher cost projections. The sole remedy of the Buyer will be to terminate this Agreement as provided herein prior to the end of the Contingency Period.

As-Is Purchase. (a) Purchaser As a material inducement to Seller to execute this Agreement, Buyer acknowledges, represents and warrants that, subject to and in reliance on the representations and warranties of Seller set forth in this Section 11, upon the satisfaction or waiver of the Contingencies (i) that any information Buyer will have fully examined and inspected the Property, together with the Review Materials and such other documents and materials with respect to the Property which Buyer deems necessary or appropriate in connection with its investigation and examination of the Property, (ii) Buyer will have accepted the foregoing and the physical condition, value, presence/absence of Hazardous Substances, financing status, use, leasing, operation, tax status, income and expenses of the Property, (iii) except with respect to Seller's representations and warranties as set forth in this Section 11 (subject to the limitations set forth in this Section 11, including, without limitation, in subsections l and m), the Property will be purchased by Buyer "INFORMATIONAS IS" and "WHERE IS" and with all faults and, upon Closing, Buyer shall assume responsibility for the physical condition of the Property and (iv) supplied or made available by Seller, whether written or oral, Buyer will have decided to purchase the Property solely on the basis of its own independent investigation. Except as expressly set forth herein or in Seller's Documents, Seller has not made, does not make, and has not authorized anyone else to make any representation as to the form present or future physical condition, value, presence/absence of mapsHazardous Substances, surveysfinancing status, platsleasing, soil reportsoperation, engineering studiesuse, environmental studiestax status, inspection reports, plans, specifications income and expenses or any other information whatsoever, without exception, matter or thing pertaining to the Real Estate, any and all recordsProperty, and other documents pertaining to the use and occupancy of the Real Estate, income thereof, the cost and expense of maintenance thereof, and any and all other matters concerning the condition, suitability, integrity, marketability, compliance with law, or other attributes or aspects of the Real Estate, or any part thereof, is furnished to Purchaser solely as a courtesy and shall not constitute a Buyer acknowledges that no such representation or warranty of has been made and that in entering into this Agreement it does not rely on any representation or warranty other than those expressly set forth in this Agreement or in Seller; (ii) THE INFORMATION IS PROVIDED's Documents. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR IN SELLER'S DOCUMENTS, AND THE REAL ESTATE IS PURCHASED, ON AN AS-IS WHERE-IS BASIS AND SELLER MAKES NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, IMPLIED OR ARISING BY OPERATION OF LAW OR OTHERWISELAW, INCLUDING BUT IN NO WAY LIMITED TOINCLUDING, WITHOUT LIMITATION, ANY WARRANTY WAY OF CONDITION, HABITABILITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE AS TO OF THE INFORMATION OR THE REAL ESTATE; and (iii) other than the PROPERTY. Seller shall not be liable for or bound by any verbal or written statements, representations, covenants and agreements made and real estate broker's "setups" or information pertaining to the Property furnished by any real estate broker, agent, employee, servant or any other person unless the same are specifically set forth in this Agreement or in Seller's Documents. The provisions of this Section l1.j. shall survive the Closing. If Buyer shall proceed to Closing with actual knowledge of any matter, or as to any matter set forth in the Review Materials which is in conflict with any of Seller's representations, warranties or indemnities made in this Agreement, no Buyer shall be deemed to have waived such Seller's representations, whether written warranties or oral, have been made by Seller, indemnities to the extent inconsistent with such actual knowledge or its agents or employees in order to induce Purchaser to enter into this Agreement. Without limiting the generality contents of the foregoing, Purchaser acknowledges, warrants and represents to Seller that neither Seller nor its agents or employees have made any representations or statements, whether written or oral, to Purchaser concerning the investment potential, suitability for Purchaser’s intended use, operation, or resale of the Real Estate at any future date, at a profit or otherwise, nor has Seller or its agents or employees rendered any advice or expressed any opinion to Purchaser regarding any tax consequences of ownership of the Real Estatesuch Review Materials.

As-Is Purchase. (aBuyer acknowledges that Buyer will have had the opportunity to conduct prior to the Closing Date, such studies and investigations of the Property as Buyer desires, and that Buyer will have had the right to observe to its satisfaction, and will have observed to its satisfaction, the physical characteristics and condition of the Property. Nothing contained in this Section 4(d) Purchaser acknowledges, represents and warrants shall (i) limit the representations, warranties or indemnities made by WHTS under the WHTS Closing Certificate or the other Closing Documents or Buyer's rights and remedies against WHTS thereunder or (ii) limit the representations or warranties made by Seller under the Seller Closing Certificate and/or Section 5.1 of this Agreement. Except as expressly set forth in the Closing Documents or this Agreement, Buyer acknowledges and agrees that the Property is to be purchased and accepted by Buyer in its condition as of the Closing Date, "AS IS", without any information implied or express warranty or representation by Seller or anyone acting or purporting to act on Seller's behalf ("INFORMATIONSeller's Agents"), and with all patent and latent defects. No representations or warranties, express or implied regarding the Property or matters affecting the Property have been or will be made with respect to the Property or the subject matter of this Agreement (i) supplied by Seller or made available by Seller's Agents, whether written or oralexcept as expressly set forth in the Seller Closing Certificate and/or Section 5.1 of this Agreement, or (ii) by any other person or entity (including without limitation WHTS, or anyone acting or claiming to act on WHTS' behalf (other than Seller and Seller's Agents)), except as expressly set forth in the form Closing Documents. Without limiting the foregoing, Buyer acknowledges that no representation is or will be made concerning the physical condition, environmental, economic, or legal condition of mapsthe Property, surveystitle to or the boundaries of the Property, platstopography, climate, air, water rights, utilities, leases, water, present and future zoning, physical condition, soil reportscondition, pest control matters, engineering studiescharacteristics, environmental studiestraffic patterns, inspection reportspurposes to which the Property may be suited, plansvalue, specifications potential for development, contamination, drainage, access to public roads, proposed routes of roads or extensions thereof, and compliance with building, health, safety laws, Environmental Laws, land use laws and regulations to which the Property may be subject or any other information whatsoevermatter in any way affecting the Property, without exception, pertaining to the Real Estate, any and all records, and other documents pertaining to or the use and occupancy or ownership thereof (herein collectively the "Property Matters") (i) by Seller or Seller's Agents, except as expressly set forth in the Seller Closing Certificate and/or Section 5.1 of the Real Estate, income thereof, the cost and expense of maintenance thereof, and any and all other matters concerning the condition, suitability, integrity, marketability, compliance with lawthis Agreement, or other attributes or aspects of the Real Estate, or any part thereof, is furnished to Purchaser solely as a courtesy and shall not constitute a representation or warranty of Seller; (ii) THE INFORMATION IS PROVIDEDby any other person or entity (including, AND THE REAL ESTATE IS PURCHASEDwithout limitation, ON AN AS-IS WHERE-IS BASIS AND SELLER MAKES NO REPRESENTATIONWHTS or anyone acting or claiming to act on WHTS' behalf (other than Seller and Seller's Agents)), EXPRESS OR IMPLIEDexcept as expressly set forth in the Closing Documents. Buyer acknowledges that, OR ARISING BY OPERATION OF LAW OR OTHERWISEalthough Seller has disclosed, INCLUDING BUT IN NO WAY LIMITED TOmade available, ANY WARRANTY OF CONDITIONor caused WHTS to make available documents and reports concerning the Property, MERCHANTABILITYthat Seller cannot and does not make any warranty or representation whatsoever concerning the completeness or the accuracy of information contained in such documents and reports and that Buyer is not relying upon any such representations and warranties, OR FITNESS FOR A PARTICULAR PURPOSE AS TO THE INFORMATION OR THE REAL ESTATE; other than (i) with respect to Seller and Seller's Agents, those expressly set forth in the Seller Closing Certificate and/or Section 5.1 of this Agreement, and (iiiii) with respect to any other person or entity (including, without limitation, WHTS and those acting or purporting to act on behalf of WHTS (other than Seller and Seller's Agents)), those expressly set forth in the representationsClosing Documents. Buyer further acknowledges that it has not received from Seller, covenants WHTS or anyone acting or claiming to act on their behalf, any accounting, tax, legal, architectural, engineering, property management, environmental or other advice with respect to this transaction and agreements made is relying solely upon the advice of its own accounting, tax, legal, architectural, engineering, property management, environmental and specifically other advisors. Furthermore, the representations and warranties of Seller and Seller's Agents set forth in this Agreement, no representations, whether written Agreement or oral, have been otherwise made by in any form (other than in the Seller, or its agents or employees in order to induce Purchaser to enter 's Closing Certificate) are merged into this Agreement. Without limiting the generality of deed at the foregoing, Purchaser acknowledges, warrants and represents to Seller that neither Seller nor its agents or employees have made any representations or statements, whether written or oral, to Purchaser concerning the investment potential, suitability for Purchaser’s intended use, operation, or resale of the Real Estate at any future date, at a profit or otherwise, nor has Seller or its agents or employees rendered any advice or expressed any opinion to Purchaser regarding any tax consequences of ownership of the Real Estateclosing.

As-Is Purchase. (a) Purchaser Buyer acknowledges, represents and warrants that, except as expressly provided in Section 4 above, (i) that any information ("INFORMATION") supplied or made available by Seller, whether written or oral, or in the form of maps, surveys, plats, soil reports, engineering studies, environmental studies, inspection reports, plans, specifications specifications, or any other information whatsoever, without exception, pertaining to the Real EstateProperty, any and all records, rent rolls, and other documents pertaining to the use and occupancy of the Real EstateProperty, income thereof, the cost and expense expenses of maintenance thereof, and any and all other matters concerning the condition, suitability, integrity, marketability, compliance with law, or other attributes or aspects of the Real EstateProperty, or any a part thereof, is furnished to Purchaser Buyer solely as a courtesy and shall not constitute a representation or warranty of Sellercourtesy; (ii) THE INFORMATION IS PROVIDED, AND THE REAL ESTATE PROPERTY IS PURCHASED, ON AN AS-IS IS-WHERE-IS BASIS AND SELLER MAKES NO REPRESENTATION, EXPRESS OR IMPLIED, OR ARISING BY OPERATION OF LAW OR OTHERWISE, INCLUDING INCLUDING, BUT IN NO WAY LIMITED TO, ANY WARRANTY OF FUTURE PERFORMANCE, CONDITION, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE AS TO THE INFORMATION OR THE REAL ESTATEPROPERTY; and (iii) other than the representations, covenants and agreements made and specifically set forth in this Agreement, no representations, whether written or oral, have been made by Seller, or its agents or employees in order to induce Purchaser Buyer to enter into this Agreement. Without limiting the generality of the foregoing, Purchaser Buyer acknowledges, warrants and represents to Seller that neither Seller nor its agents or employees have made any representations or statements, whether written or oral, to Purchaser Buyer concerning the investment potential, suitability for Purchaser’s intended use, operation, operation or resale of the Real Estate Property at any future date, at a profit or otherwise, nor has Seller or its agents or employees rendered any advice or expressed any opinion to Purchaser Buyer regarding any tax consequences of ownership of the Real EstateProperty.

As-Is Purchase. (a) Purchaser acknowledges, represents i. Buyer acknowledges that prior to Closing it will have had the opportunity to inspect the Property and warrants (i) that any information ("INFORMATION") supplied or made available by Seller, whether written or oral, or in observe the form of maps, surveys, plats, soil reports, engineering studies, environmental studies, inspection reports, plans, specifications or any other information whatsoever, without exception, pertaining to the Real Estate, any physical characteristics and all records, and other documents pertaining to the use and occupancy condition of the Real Estate, income thereof, the cost and expense of maintenance thereof, Property and any and all other matters, as to, concerning or with respect to any matter whatsoever relating to the Property or this Agreement or of concern to Buyer (“Property Condition”), including, but not limited to: title; the environmental condition of the Property (including the presence or absence of Hazardous Materials (as defined below) in, on, or about the Property); water, soil, pest and geological conditions of the Property; the Leases; the Contracts; the financial condition of the Property; the suitability of the Property for any and all activities and/or uses which may be conducted thereon; the compliance of or by the Property with any and all laws, rules, ordinances or regulations of any applicable governmental authority or body (including environmental, zoning, building codes, and the status of any development or use rights respecting the Property); the availability of permits, licenses and approvals respecting the Property; the economic or engineering feasibility of any alteration or renovation of the Property that may be contemplated by Buyer; the habitability, merchantability, marketability, profitability or fitness for a particular purpose of the Property; and the physical condition of the Improvements, including construction defects, deferred maintenance, and other adverse physical conditions or defects. Buyer further acknowledges and agrees that, except for any express representations, warranties or agreements made by Seller herein, neither Seller nor any of Seller’s employees, agents or representatives have made any representations, warranties or agreements, express or implied, by or on behalf of Seller as to any matters concerning the condition, suitability, integrity, marketability, compliance with law, or other attributes or aspects of the Real Estate, or any part thereof, is furnished to Purchaser solely Property Condition. Except as a courtesy and shall not constitute a representation or warranty of Seller; (ii) THE INFORMATION IS PROVIDED, AND THE REAL ESTATE IS PURCHASED, ON AN AS-IS WHERE-IS BASIS AND SELLER MAKES NO REPRESENTATION, EXPRESS OR IMPLIED, OR ARISING BY OPERATION OF LAW OR OTHERWISE, INCLUDING BUT IN NO WAY LIMITED TO, ANY WARRANTY OF CONDITION, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE AS TO THE INFORMATION OR THE REAL ESTATE; and (iii) other than the representations, covenants and agreements made and specifically otherwise expressly set forth in this Agreement, no Seller disclaims any and all such statements and representations, and Buyer agrees that any inaccuracy or deficiency in information, advice or documents given to Buyer shall be solely the responsibility and risk of Buyer, and shall not be chargeable in any respect to Seller. Buyer acknowledges that it is not relying on any statement or representation, whether written express or oralimplied, have oral or written, that has been made or that in the future may be made by Seller or any of Seller’s employees, agents, attorneys or its agents or employees in order to induce Purchaser to enter into this Agreement. Without limiting the generality of the foregoing, Purchaser acknowledges, warrants and represents to Seller that neither Seller nor its agents or employees have made any representations or statements, whether written or oral, to Purchaser representatives concerning the investment potential, suitability for Purchaser’s intended use, operation, or resale of the Real Estate at any future date, at a profit or otherwise, nor has Seller or its agents or employees rendered any advice or expressed any opinion to Purchaser regarding any tax consequences of ownership of the Real EstateProperty Condition.

As-Is Purchase. (a) Purchaser acknowledges, Buyer represents and warrants (i) to Seller that any information ("INFORMATION") supplied or made available by Selleras of the Closing Date, whether written or oral, or in Buyer will have independently and personally reviewed the form of maps, surveys, plats, soil reports, engineering studies, environmental studies, inspection reports, plans, specifications or any other information whatsoever, without exception, pertaining Seller Interest and inspected and completed its due diligence regarding the Property and will have satisfied itself as to the Real Estate, any and all records, and other documents pertaining to the use and occupancy condition of the Real EstateSeller Interest and also the Property and the suitability of same for Buyer's intended use. EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT, income thereofTHE SECURED INDEMNITY AGREEMENT AND/OR THE ASSIGNMENT, the cost and expense of maintenance thereof, and any and all other matters concerning the condition, suitability, integrity, marketability, compliance with law, or other attributes or aspects of the Real Estate, or any part thereof, is furnished to Purchaser solely as a courtesy and shall not constitute a representation or warranty of Seller; (ii) THE INFORMATION SALE OF THE SELLER INTEREST IS PROVIDED, AND THE REAL ESTATE IS PURCHASED, WILL BE MADE ON AN AS-IS WHERE-IS BASIS “AS IS,” “WHERE IS,” AND SELLER MAKES NO REPRESENTATION“WITH ALL FAULTS” BASIS, EXPRESS WITHOUT REPRESENTATIONS AND WARRANTIES OF ANY KIND OR IMPLIEDNATURE, OR ARISING BY OPERATION OF LAW EXPRESS, IMPLIED OR OTHERWISE, INCLUDING BUT IN NO WAY NOT LIMITED TO, ANY WARRANTY OF CONDITION, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE AS TO THE INFORMATION OR THE REAL ESTATE; DISCLAIMED MATTERS. THIS COVENANT SHALL SURVIVE CLOSING. The Purchase Price has been negotiated with the mutual understanding that Buyer is purchasing the Seller Interest AS‑IS, but with the covenants, obligations, representations and (iii) other than the representations, covenants and agreements made and specifically warranties set forth in this Agreement, no representationsthe Secured Indemnity Agreement and the Assignment. Buyer specifically acknowledges and agrees that, whether written except with respect to Seller's covenants and obligations in Section 1.6.3, Seller's representations and warranties set forth in Section 4 of this Agreement and/or in the Assignment, and Seller's covenants and obligations in the Secured Indemnity Agreement, Buyer, on behalf of itself and all of its partners, officers, employees, representatives and affiliated entities hereby waives, releases and discharges any claim it has, might have had or oral, may have been made by Seller, or its agents or employees in order against Seller with respect to induce Purchaser to enter into this Agreement. Without limiting the generality of the foregoing, Purchaser acknowledges, warrants and represents to Seller that neither Seller nor its agents or employees have made any representations or statements, whether written or oral, to Purchaser concerning the investment potential, suitability for Purchaser’s intended use, operation, or resale of the Real Estate at any future date, at a profit or otherwise, nor has Seller or its agents or employees rendered any advice or expressed any opinion to Purchaser regarding any tax consequences of ownership of the Real EstateDisclaimed Matters.

As-Is Purchase. Buyer hereby represents and warrants and agrees that (a) Purchaser acknowledgesexcept as explicitly set forth herein, represents there are no representations or warranties of any kind whatsoever, express or implied, made by Seller its agents or its representatives in connection with this Agreement, the purchase of the Property by Buyer, the physical condition of the Property, the square footage or configuration of the Property or whether the Property complies with applicable laws or is appropriate for Buyer’s intended use; (b) on or prior to the Contingency Date, Buyer will have (or will have chosen not to have) fully investigated the Property and warrants all matters pertaining thereto; (ic) that except as explicitly set forth herein, Buyer is not relying on any statement or representation of Seller, its agents or its representatives or on any information ("INFORMATION") supplied or made available by Seller, whether written its agents or oralits representatives; (d) except for the representations or warranties of Seller set forth herein, or Buyer, in entering into this Agreement and in completing its purchase of the Property, is relying entirely on its own investigation of the Property based on its extensive experience in and knowledge of real property in the form of maps, surveys, plats, soil reports, engineering studies, environmental studies, inspection reports, plans, specifications areas where the Property is located; (e) on or any other information whatsoever, without exception, pertaining prior to the Real EstateContingency Date, any Buyer will be aware (or will have chosen not to be aware) of all zoning regulations, other governmental requirements, site and all recordsphysical conditions, and other documents pertaining to matters affecting the use and occupancy condition of the Real EstateProperty; (f) except for the representations or warranties of Seller set forth herein, income thereofBuyer’s election to proceed with the purchase the Property following the Contingency Date on the terms and conditions hereof shall be made solely and exclusively in reliance on Buyer’s own review, the cost inspection and expense of maintenance thereof, and any and all other matters concerning the condition, suitability, integrity, marketability, compliance with law, or other attributes or aspects investigation of the Real EstateProperty and of materials, documents, information and studies relating to the Property or the condition of title thereto (including, without limitation, any part thereof, is furnished to Purchaser solely as a courtesy and shall not constitute a representation or warranty information obtained through Buyer’s Investigations and/or Physical Testing of Seller; (ii) THE INFORMATION IS PROVIDED, AND THE REAL ESTATE IS PURCHASED, ON AN AS-IS WHERE-IS BASIS AND SELLER MAKES NO REPRESENTATION, EXPRESS OR IMPLIED, OR ARISING BY OPERATION OF LAW OR OTHERWISE, INCLUDING BUT IN NO WAY LIMITED TO, ANY WARRANTY OF CONDITION, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE AS TO THE INFORMATION OR THE REAL ESTATEthe Property); and (iiig) Buyer shall purchase the Property in its “AS-IS” condition as of the date of Closing with no warranties, express or implied, at law or in equity, including, without limitation, any warranty of condition, habitability, merchantability or fitness for a particular purpose other than the representations, covenants Seller’s representations and agreements made and specifically warranties as expressly set forth in this Agreement, no representations, whether written or oral, have been made by Seller, or its agents or employees in order to induce Purchaser to enter into this Agreement. Without limiting the generality of the foregoing, Purchaser acknowledges, warrants and represents to Seller that neither Seller nor its agents or employees have made any representations or statements, whether written or oral, to Purchaser concerning the investment potential, suitability for Purchaser’s intended use, operation, or resale of the Real Estate at any future date, at a profit or otherwise, nor has Seller or its agents or employees rendered any advice or expressed any opinion to Purchaser regarding any tax consequences of ownership of the Real EstateSection 7.1 above.

As-Is Purchase. (a) Purchaser acknowledges, represents and warrants (i) Buyer acknowledges that any information ("INFORMATION") supplied or made available by Seller, whether written or oral, or in the form of maps, surveys, plats, soil reports, engineering studies, environmental studies, inspection reports, plans, specifications or any other information whatsoever, without exception, pertaining prior to the Real Estate, any Effective Date it will has had the opportunity to inspect the Property and all records, observe the physical characteristics and other documents pertaining to the use and occupancy condition of the Real Estate, income thereof, the cost and expense of maintenance thereof, Property and any and all other matters, as to, concerning or with respect to any matter whatsoever relating to the Property or this Agreement or of concern to Buyer (“Property Condition”), including, but not limited to: title; the environmental condition of the Property (including the presence or absence of Hazardous Materials (as defined below) in, on, or about the Property); water, soil, pest and geological conditions of the Property; the Leases; the Contracts; the financial condition of the Property; the suitability of the Property for any and all activities and/or uses which may be conducted thereon; the compliance of or by the Property with any and all laws, rules, ordinances or regulations of any applicable governmental authority or body (including environmental, zoning, building codes, and the status of any development or use rights respecting the Property); the availability of permits, licenses and approvals respecting the Property; the economic or engineering feasibility of any alteration or renovation of the Property that may be contemplated by Buyer; the habitability, merchantability, marketability, profitability or fitness for a particular purpose of the Property; and the physical condition of the Improvements, including construction defects, deferred maintenance, and other adverse physical conditions or defects. Buyer further acknowledges and agrees that except for any representations, warranties or agreements made by Seller herein, neither Seller nor any of Seller’s employees, agents or representatives have made any representations, warranties or agreements, express or implied, by or on behalf of Seller as to any matters concerning the condition, suitability, integrity, marketability, compliance with law, or other attributes or aspects of the Real Estate, or any part thereof, is furnished to Purchaser solely Property Condition. Except as a courtesy and shall not constitute a representation or warranty of Seller; (ii) THE INFORMATION IS PROVIDED, AND THE REAL ESTATE IS PURCHASED, ON AN AS-IS WHERE-IS BASIS AND SELLER MAKES NO REPRESENTATION, EXPRESS OR IMPLIED, OR ARISING BY OPERATION OF LAW OR OTHERWISE, INCLUDING BUT IN NO WAY LIMITED TO, ANY WARRANTY OF CONDITION, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE AS TO THE INFORMATION OR THE REAL ESTATE; and (iii) other than the representations, covenants and agreements made and specifically otherwise expressly set forth in this Agreement, no representationsSeller disclaims any and all such statements and representations and Buyer agrees that any inaccuracy or deficiency in information, advice or documents given to Buyer shall be solely the responsibility and risk of Buyer, and shall not be chargeable in any respect to Seller. Buyer acknowledges that it is not relying on any statement or representation, whether written express or oralimplied, oral or written, that has been made or that in the future may be made by Seller or any of Seller’s employees, agents, attorneys or representatives concerning the Property Condition. Buyer hereby acknowledges, agrees and represents 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 Property Condition 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. Prior to the Effective Date, Buyer has examined, reviewed and inspected all of the Property Condition and other matters which, in Buyer’s judgment, bear upon the Property and its value and suitability for Buyer’s purposes. Upon Closing, Buyer will acquire the Property solely on the basis of its own examinations, reviews and inspections and the title insurance protection afforded by the owner’s title policy. Upon Closing, Buyer shall assume the risk that Property Conditions may not have been made revealed by SellerBuyer’s investigations. The release and waiver of claims set forth below shall be referred to as the “Release.” Upon the Closing, Buyer, on its own behalf and on behalf of each of its successors and assigns and each and all of its and their respective members, partners, officers, directors, employees, parents, affiliates and subsidiaries, and each of their respective successors and assigns (collectively, “Waiver Parties”) releases Seller and its respective members, partners, affiliates, parent business organizations, subsidiary business organizations, shareholders, officers, directors, employees and representatives (collectively, “Released Parties”) from, and waives any and all liability, claims, demands, damages and costs (including attorneys’ fees and expenses) of any and every kind or character, known or unknown, for, arising out of, or attributable to, any and all Property Conditions, including, without limitation, any and all actual, threatened or potential claims, claims for contribution under Environmental Laws (as defined below), suits, proceedings, actions, causes of action, demands, liabilities, losses, obligations, orders, requirements or restrictions, liens, penalties, fines, charges, debts, damages, costs, and expenses of every kind and nature, whether now known or unknown, whether foreseeable or unforeseeable, whether under any foreign, federal, state or local law (both statutory and non-statutory), and, whether asserted or demanded by a third party against any of the Waiver Parties or incurred directly or indirectly by any of the Waiver Parties themselves, that any of the Waiver Parties may now or hereafter have against any of the Released Parties (collectively, “Claims”), and that arise in connection with or in any way are related to (i) the physical condition of the Property, the financial condition of the Property, or the financial conditions of the tenants under the Leases, the value of the Property or its agents suitability for Buyer’s use, the status of any of the Leases or employees of the tenants thereunder, the ownership, management or operation of the Property, including any claim or demand by any tenant for the refund or return of any security deposit or other deposit, or the accuracy or completeness of any information reviewed by Buyer in order connection with its investigations of the Property and which may have been relied upon by Buyer in deciding to induce Purchaser purchase the Property, (ii) any Handling (as defined below) of any Waste Materials (defined below) or Hazardous Materials (as defined below) at, beneath, to, from, or about the Property, (iii) any compliance or non-compliance with Environmental Laws regarding any Waste Materials, Hazardous Materials or any Handling related thereto at, beneath, to, from, or about the Property, (iv) any acts, omissions, services or other conduct related to enter into any of the foregoing items “(i)” through “(iii),” inclusive, and/or (v) any condition, activity, or other matter respecting the Property that is not addressed by any of the foregoing items “(i)” through “(iv),” inclusive, and that is related to pollution or protection of the environment, natural resources, or public health. This Release shall survive the close of escrow and the recording of the Deed conveying the Property from Seller to Buyer. TO THE FULLEST EXTENT NOT PROHIBITED BY LAW, BUYER HEREBY SPECIFICALLY WAIVES SECTION 1542 OF THE CALIFORNIA CIVIL CODE (“SECTION 1542”) AND ANY SIMILAR LAW OF ANY OTHER STATE, TERRITORY OR JURISDICTION. SECTION 1542 PROVIDES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” BUYER ACKNOWLEDGES THAT THIS WAIVER AND RELEASE IS VOLUNTARY AND WITHOUT ANY DURESS OR UNDUE INFLUENCE, AND IS GIVEN AS PART OF THE CONSIDERATION FOR THE AGREEMENTS SET FORTH HEREIN. BUYER EXPRESSLY ACKNOWLEDGES THAT IT MAY HEREAFTER DISCOVER FACTS DIFFERENT FROM OR IN ADDITION TO THOSE, WHICH IT NOW BELIEVES TO BE TRUE WITH RESPECT TO THE RELEASE OF CLAIMS. BUYER AGREES THAT THE FOREGOING RELEASE SHALL BE AND REMAIN EFFECTIVE IN ALL RESPECTS NOTWITHSTANDING SUCH DIFFERENT OR ADDITIONAL FACTS. BUYER HEREBY SPECIFICALLY ACKNOWLEDGES THAT BUYER HAS CAREFULLY REVIEWED THIS SUBSECTION AND DISCUSSED ITS IMPORT WITH LEGAL COUNSEL AND THAT THE PROVISIONS OF THIS SUBSECTION ARE A MATERIAL PART OF THIS AGREEMENT. ME BUYER’S INITIALS As used in this Agreement. Without limiting , the generality of following terms have the foregoing, Purchaser acknowledges, warrants and represents to Seller that neither Seller nor its agents or employees have made any representations or statements, whether written or oral, to Purchaser concerning the investment potential, suitability for Purchaser’s intended use, operation, or resale of the Real Estate at any future date, at a profit or otherwise, nor has Seller or its agents or employees rendered any advice or expressed any opinion to Purchaser regarding any tax consequences of ownership of the Real Estate.following definitions:

As-Is Purchase. (a) Purchaser acknowledgesAssignee hereby represents, represents warrants, and warrants agrees that, as of the date of this Assignment and as of the Closing Date: (i) that any information ("INFORMATION") supplied or made available by Sellerit is buying and accepting the Property on an “AS IS” basis, whether written or oralwith all patent, or in the form of maps, surveys, plats, soil reports, engineering studies, environmental studies, inspection reports, plans, specifications or any other information whatsoever, without exception, pertaining to the Real Estate, any and all recordslatent, and other documents pertaining to the use and occupancy of the Real Estate, income thereof, the cost and expense of maintenance thereof, and any and all other matters concerning the condition, suitability, integrity, marketability, compliance with law, or other attributes or aspects of the Real Estate, or any part thereof, is furnished to Purchaser solely as a courtesy and shall not constitute a representation or warranty of Sellerhidden defects; (ii) THE INFORMATION IS PROVIDEDit has had the opportunity to make or will have made prior to the Closing its own investigations, AND THE REAL ESTATE IS PURCHASEDstudies, ON AN AS-IS WHERE-IS BASIS AND SELLER MAKES NO REPRESENTATIONand inspections of the Property as it deems necessary or appropriate, EXPRESS OR IMPLIEDincluding, OR ARISING BY OPERATION OF LAW OR OTHERWISEwithout limitation, INCLUDING BUT IN NO WAY LIMITED TOthe physical aspects and condition of the Property and the Property’s compliance with all laws and regulations applicable to the Property’s current or intended use or development; (iii) in connection with its investigations, ANY WARRANTY OF CONDITIONstudies and inspections of the Property it has contracted or had the opportunity to contract with certain advisors and consultants, MERCHANTABILITYincluding, OR FITNESS FOR A PARTICULAR PURPOSE AS TO THE INFORMATION OR THE REAL ESTATEbut not limited to, environmental consultants, engineers and geologists, to conduct such environmental, hazardous material, geological, soils, hydrology, seismic, endangered species, archeological, physical, structural, mechanical and other inspections of the Property as Assignee deemed to be necessary, including without limitation those items described in the Natural Hazard Disclosure Statement; (iv) it is relying solely on its and its advisors’ and consultants’ investigations, studies and inspections as to the Property, its condition and other characteristics and compliance with laws and regulations; (v) it is relying solely on its own review and analysis of the Due Diligence Materials, and it acknowledges and agrees that, except for the express representations and warranties in Section 7.2 of the Agreement, Seller has not made any representation or warranty whatsoever concerning the completeness or the accuracy of information contained in the Due Diligence Materials; (vi) it has not received from Seller any accounting, tax legal, architectural, engineering, property management, environmental or other advice with respect to this transaction and is relying solely upon the advice of its own accounting, tax, legal, architectural, engineering, property management, environmental and other advisors; and (iiivii) other than it is not relying on any implied or express warranty or representation by Seller (except for the representationsexpress representations and warranties in Section 7.2 of the Agreement), covenants and agreements made and specifically set forth in this AgreementSeller shall have no liability, no representationswith respect to the value, whether written uses, habitability, physical or oralenvironmental condition, have been made by Sellerdesign, operation, financial condition or prospects, or its agents fitness for purpose or employees in order to induce Purchaser to enter into this Agreementuse of the Property (or any portion thereof), or any other aspect, portion or component of the Property. Without limiting the generality of the foregoing, Purchaser acknowledgesexcept for the express representations and warranties of Seller contained in Section 7.2 of the Agreement, warrants and represents to Seller that neither Seller nor its agents or employees have made disclaims the making of any representations or statementswarranties, whether written express or oralimplied, to Purchaser concerning regarding the investment potentialProperty, suitability for Purchaser’s intended use, operationits condition, or resale matters affecting the Property, including, without limitation, title to or the boundaries of the Real Estate at any Property, topography, climate, air, water rights, utilities, leases, water, present and future datezoning, at a profit physical condition, soil condition, pest control matters, engineering characteristics, traffic patterns, purposes to which the Property may be suited, value, potential for development, hazardous materials, contamination, flood hazard areas, drainage, access to public roads, proposed routes of roads or otherwiseextensions thereof, nor has Seller or its agents or employees rendered any advice or expressed any opinion to Purchaser regarding any tax consequences of ownership the square footage of the Real EstateProperty or the Improvements, compliance with building, health and safety laws, environmental laws, land use laws and regulations to which the Property may be subject and all other matters in any way affecting the Property, or the use or ownership thereof. The provisions of this Section 1.1 shall survive Closing.

As-Is Purchase. (a) Purchaser acknowledgesBuyer acknowledges that Buyer will have had the opportunity to conduct prior to the Closing Date, represents such studies and warrants (i) investigations of the Property as Buyer desires, and that Buyer will have had the right to observe to its satisfaction, and will have observed to its satisfaction, the physical characteristics and condition of the Property. Except as expressly set forth in the Closing Documents, Buyer acknowledges and agrees that the Property is to be purchased and accepted by Buyer in its condition as of the Closing Date, "AS IS", without any information implied or express warranty or representation by Seller or anyone acting or purporting to act on Seller's behalf ("INFORMATIONSeller's Agents"), and with all patent and latent defects. No representations or warranties, express or implied regarding the Property or matters affecting the Property have been or will be made with respect to the Property or the subject matter of this Agreement, by Seller or Seller's Agents, or by any other person or entity, except as expressly set forth in this Agreement or the Closing Documents. Without limiting the foregoing, Buyer acknowledges that no representation is or will be made concerning the physical condition, environmental, economic, or legal condition of the Property, title to or the boundaries of the Property, topography, climate, air, water rights, utilities, leases, water, present and future zoning, physical condition, soil condition, pest control matters, engineering characteristics, traffic patterns, purposes to which the Property may be suited, value, potential for development, contamination, drainage, access to public roads, proposed routes of roads or extensions thereof, and compliance with building, health, safety laws, Environmental Laws, land use laws and regulations to which the Property may be subject or any other matter in any way affecting the Property, or the use or ownership thereof (herein collectively the "Property Matters") supplied by Seller, Seller's Agents, or by any other person or entity, except as expressly set forth in this Agreement or the Closing Documents. Buyer acknowledges that, although Seller has disclosed or made available by Seller, whether written or oral, or in the form of maps, surveys, plats, soil reports, engineering studies, environmental studies, inspection reports, plans, specifications or any other information whatsoever, without exception, pertaining to the Real Estate, any documents and all records, and other documents pertaining to the use and occupancy of the Real Estate, income thereof, the cost and expense of maintenance thereof, and any and all other matters reports concerning the conditionProperty, suitability, integrity, marketability, compliance with law, or other attributes or aspects of the Real Estate, or any part thereof, is furnished to Purchaser solely as a courtesy and shall not constitute a representation or warranty of Seller; (ii) THE INFORMATION IS PROVIDED, AND THE REAL ESTATE IS PURCHASED, ON AN AS-IS WHERE-IS BASIS AND SELLER MAKES NO REPRESENTATION, EXPRESS OR IMPLIED, OR ARISING BY OPERATION OF LAW OR OTHERWISE, INCLUDING BUT IN NO WAY LIMITED TO, ANY WARRANTY OF CONDITION, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE AS TO THE INFORMATION OR THE REAL ESTATE; and (iii) other than the representations, covenants and agreements made and those specifically set forth in this AgreementAgreement and the Closing Documents, no representations, whether written (i) that Seller cannot and does not make any warranty or oral, have been representation whatsoever concerning the completeness or the accuracy of information contained in such documents and reports and (ii) that Buyer is not relying upon any such representations and warranties made by Seller, or its agents or employees in order to induce Purchaser to enter into this Agreement. Without limiting the generality of the foregoing, Purchaser acknowledges, warrants and represents to Seller that neither Seller nor its agents or employees have made any representations or statements, whether written or oral, to Purchaser concerning the investment potential, suitability for Purchaser’s intended use, operationSeller's Agents, or resale of the Real Estate at any future date, at a profit other person or otherwise, nor entity. Buyer further acknowledges that it has not received from Seller or anyone acting or claiming to act on Seller's behalf, any accounting, tax, legal, architectural, engineering, property management, environmental or other advice with respect to this transaction and is relying solely upon the advice of its agents or employees rendered any advice or expressed any opinion to Purchaser regarding any tax consequences of ownership of the Real Estateown accounting, tax, legal, architectural, engineering, property management, environmental and other advisors.

As-Is Purchase. (a) Purchaser acknowledges, represents Buyer acknowledges that prior to Closing it will have had the opportunity to inspect the Property and warrants (i) that any information ("INFORMATION") supplied or made available by Seller, whether written or oral, or in observe the form of maps, surveys, plats, soil reports, engineering studies, environmental studies, inspection reports, plans, specifications or any other information whatsoever, without exception, pertaining to the Real Estate, any physical characteristics and all records, and other documents pertaining to the use and occupancy condition of the Real Estate, income thereof, the cost and expense of maintenance thereof, Property and any and all other matters as to, concerning or with respect to any matter whatsoever relating to the conditionProperty or this Agreement or of concern to Buyer (“Property Condition”), suitabilityincluding, integritybut not limited to: title; the environmental condition of the Property (including the presence or absence of Hazardous Materials (as defined below) in, on, or about the Property); water, soil, pest and geological conditions of the Property; the Lease; the Contracts; the financial condition of the Property; the suitability of the Property for any and all activities and/or uses which may be conducted thereon; the compliance of or by the Property with any and all laws, rules, ordinances or regulations of any applicable governmental authority or body (including environmental, zoning, building codes, and the status of any development or use rights respecting the Property); the availability of permits, licenses and approvals respecting the Property; the economic or engineering feasibility of any alteration or renovation of the Property that may be contemplated by Buyer; the habitability, merchantability, marketability, compliance with law, profitability or other attributes or aspects fitness for a particular purpose of the Real EstateProperty; and the physical condition of the Improvements, including construction defects, deferred maintenance, and other adverse physical conditions or defects. Buyer further acknowledges and agrees that, except for any covenants, representations or warranties made by Seller or any part thereofIndividual Seller herein or in any document delivered by or on behalf of Seller at Closing (collectively, is furnished to Purchaser solely as a courtesy and shall not constitute a representation or warranty the “Seller Closing Documents”), none of Seller; (ii) THE INFORMATION IS PROVIDED, AND THE REAL ESTATE IS PURCHASEDIndividual Seller nor any Individual Seller’s employees, ON AN AS-IS WHERE-IS BASIS AND SELLER MAKES NO REPRESENTATION, EXPRESS OR IMPLIED, OR ARISING BY OPERATION OF LAW OR OTHERWISE, INCLUDING BUT IN NO WAY LIMITED TO, ANY WARRANTY OF CONDITION, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE AS TO THE INFORMATION OR THE REAL ESTATE; and (iii) other than the agents or representatives has made any representations, covenants and agreements made and specifically warranties or agreements, express or implied, by or on behalf of Seller or an Individual Seller as to any matters concerning the Property Condition. Except as otherwise expressly set forth in this Agreement or in the Seller Closing Documents, Seller and each Individual Seller disclaims any and all such statements and representations, and Buyer agrees that any inaccuracy or deficiency in information, advice or documents given to Buyer shall be solely the responsibility and risk of Buyer, and shall not be chargeable in any respect to any Individual Seller. Buyer acknowledges that it is not relying on any statement or representation, whether express or implied, oral or written, that has been made or that in the future may be made by an Individual Seller or any Individual Seller’s employees, agents, attorneys or representatives concerning the Property Condition except for any covenants, representations or warranties made by Seller or any Individual Seller herein or in the Seller Closing Documents. Buyer hereby acknowledges, agrees and represents that, except for any covenants, representations or warranties made by Seller or any Individual Seller herein or in the Seller Closing Documents, 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 Property Condition 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. By the end of the Due Diligence Period, Buyer will have had the opportunity to examine, review and inspect all of the Property Condition and other matters which, in Buyer’s judgment, bear upon the Property and its value and suitability for Buyer’s purposes. Upon Closing, Buyer will acquire the Property solely on the basis of its own examinations, reviews and inspections, the title insurance protection afforded by the Title Policy and the covenants, representations or warranties made by Seller and any Individual Seller herein or in the Seller Closing Documents. UPON CLOSING, BUYER SHALL ASSUME THE RISK THAT PROPERTY CONDITIONS MAY NOT HAVE BEEN REVEALED BY BUYER’S INVESTIGATIONS. THE RELEASE AND WAIVER OF CLAIMS SET FORTH BELOW SHALL BE REFERRED TO AS THE “RELEASE.” UPON THE CLOSING, BUYER, ON ITS OWN BEHALF AND ON BEHALF OF EACH OF ITS SUCCESSORS AND ASSIGNS AND EACH AND ALL OF ITS AND THEIR RESPECTIVE MEMBERS, PARTNERS, OFFICERS, DIRECTORS, EMPLOYEES, PARENTS, AFFILIATES AND SUBSIDIARIES, AND EACH OF THEIR RESPECTIVE SUCCESSORS AND ASSIGNS (COLLECTIVELY, “WAIVER PARTIES”) RELEASES SELLER, EACH INDIVIDUAL SELLER AND ITS RESPECTIVE MEMBERS, PARTNERS, AFFILIATES, PARENT BUSINESS ORGANIZATIONS, SUBSIDIARY BUSINESS ORGANIZATIONS, SHAREHOLDERS, OFFICERS, DIRECTORS, BENEFICIARIES, AGENTS, EMPLOYEES, ATTORNEYS AND REPRESENTATIVES AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS (COLLECTIVELY, “RELEASED PARTIES”) FROM, AND WAIVES ANY AND ALL LIABILITY, CLAIMS, DEMANDS, DAMAGES AND COSTS (INCLUDING ATTORNEYS’ FEES AND EXPENSES) OF ANY AND EVERY KIND OR CHARACTER, KNOWN OR UNKNOWN, FOR, ARISING OUT OF, OR ATTRIBUTABLE TO, ANY AND ALL PROPERTY CONDITIONS THAT IT HAS AGAINST SELLER, INCLUDING, WITHOUT LIMITATION, ANY AND ALL ACTUAL, THREATENED OR POTENTIAL CLAIMS, CLAIMS FOR CONTRIBUTION UNDER ENVIRONMENTAL LAWS (AS DEFINED BELOW), SUITS, PROCEEDINGS, ACTIONS, CAUSES OF ACTION, DEMANDS, LIABILITIES, LOSSES, OBLIGATIONS, ORDERS, REQUIREMENTS OR RESTRICTIONS, LIENS, PENALTIES, FINES, CHARGES, DEBTS, DAMAGES, COSTS, AND EXPENSES OF EVERY KIND AND NATURE, WHETHER NOW KNOWN OR UNKNOWN, WHETHER FORESEEABLE OR UNFORESEEABLE, WHETHER UNDER ANY FOREIGN, FEDERAL, STATE OR LOCAL LAW (BOTH STATUTORY AND NON-STATUTORY), AND, WHETHER ASSERTED OR DEMANDED BY A THIRD PARTY AGAINST ANY OF THE WAIVER PARTIES OR INCURRED DIRECTLY OR INDIRECTLY BY ANY OF THE WAIVER PARTIES THEMSELVES, THAT ANY OF THE WAIVER PARTIES MAY NOW OR HEREAFTER HAVE AGAINST ANY OF THE RELEASED PARTIES (COLLECTIVELY, “CLAIMS”), AND THAT ARISE IN CONNECTION WITH OR IN ANY WAY ARE RELATED TO (I) THE PHYSICAL CONDITION OF THE PROPERTY, THE FINANCIAL CONDITION OF THE PROPERTY, OR THE FINANCIAL CONDITIONS OF THE TENANT UNDER THE LEASE, THE VALUE OF THE PROPERTY OR ITS SUITABILITY FOR BUYER’S USE, THE STATUS OF THE LEASE OR OF THE TENANTS THEREUNDER, THE OWNERSHIP, MANAGEMENT OR OPERATION OF THE PROPERTY, INCLUDING ANY CLAIM OR DEMAND BY ANY TENANT FOR THE REFUND OR RETURN OF ANY SECURITY DEPOSIT OR OTHER DEPOSIT, OR THE ACCURACY OR COMPLETENESS OF ANY INFORMATION REVIEWED BY BUYER IN CONNECTION WITH ITS INVESTIGATIONS OF THE PROPERTY AND WHICH MAY HAVE BEEN RELIED UPON BY BUYER IN DECIDING TO PURCHASE THE PROPERTY, (II) ANY HANDLING (AS DEFINED BELOW) OF ANY WASTE MATERIALS (DEFINED BELOW) OR HAZARDOUS MATERIALS (AS DEFINED BELOW) AT, BENEATH, TO, FROM, OR ABOUT THE PROPERTY, (III) ANY COMPLIANCE OR NON-COMPLIANCE WITH ENVIRONMENTAL LAWS REGARDING ANY WASTE MATERIALS, HAZARDOUS MATERIALS OR ANY HANDLING RELATED THERETO AT, BENEATH, TO, FROM, OR ABOUT THE PROPERTY, (IV) ANY ACTS, OMISSIONS, SERVICES OR OTHER CONDUCT RELATED TO ANY OF THE FOREGOING ITEMS “(I)” THROUGH “(III),” INCLUSIVE, AND/OR (V) ANY CONDITION, ACTIVITY, OR OTHER MATTER RESPECTING THE PROPERTY THAT IS NOT ADDRESSED BY ANY OF THE FOREGOING ITEMS “(I)” THROUGH “(IV),” INCLUSIVE. BUYER ACKNOWLEDGES THAT ANY CONDITION OF THE PROPERTY WHICH BUYER DISCOVERS OR DESIRES TO CORRECT OR IMPROVE PRIOR TO OR AFTER THE CLOSING DATE SHALL BE AT BUYER’S SOLE EXPENSE. THIS RELEASE SHALL SURVIVE THE CLOSE OF ESCROW AND THE RECORDING OF THE DEED CONVEYING THE PROPERTY FROM SELLER TO BUYER. TO THE FULLEST EXTENT PERMITTED BY LAW, BUYER HEREBY EXPRESSLY AND SPECIFICALLY WAIVES ALL CLAIMS WHICH THE BUYER DOES NOT KNOW OF OR SUSPECT TO EXIST IN ITS FAVOR AT THE TIME OF EXECUTING THIS AGREEMENT, WHICH IF KNOWN BY IT MUST HAVE MATERIALLY AFFECTED ITS PURCHASE OF THE PROPERTY. NOTWITHSTANDING THE FOREGOING, NOTHING IN THIS SECTION 4(I) SHALL LIMIT SELLER’S LIABILITY AS PROVIDED IN THIS AGREEMENT, NOR SHALL THIS SECTION 4(I) SERVE TO RELEASE SELLER WITH RESPECT TO SELLER’S FRAUD OR SELLER’S BREACH OF ANY OF ITS REPRESENTATIONS, WARRANTIES, COVENANTS, AND INDEMNITIES OR SELLER’S LIABILITIES OR OBLIGATIONS UNDER THIS AGREEMENT OR ANY SELLER CLOSING DOCUMENT. FURTHER NOTWITHSTANDING THE RELEASE SET FORTH IN THIS SECTION 4(I), BUYER SHALL HAVE THE RIGHT TO DEFEND ANY GOVERNMENTAL OR THIRD PARTY ENVIRONMENTAL OR OTHER CLAIM ASSERTED AGAINST BUYER AFTER CLOSING WITH RESPECT TO ANY ENVIRONMENTAL OR OTHER MATTER OCCURRING PRIOR TO THE CLOSING BY ALLEGING THAT SELLER AND NOT BUYER IS LIABLE FOR SUCH CLAIMS. BUYER EXPRESSLY ACKNOWLEDGES THAT IT MAY HEREAFTER DISCOVER FACTS DIFFERENT FROM OR IN ADDITION TO THOSE, WHICH IT NOW BELIEVES TO BE TRUE WITH RESPECT TO THE RELEASE OF CLAIMS. SUBJECT TO THE OTHER PROVISIONS OF THIS SECTION 4(I), BUYER AGREES THAT THE FOREGOING RELEASE SHALL BE AND REMAIN EFFECTIVE IN ALL RESPECTS NOTWITHSTANDING SUCH DIFFERENT OR ADDITIONAL FACTS. As used in this Agreement, no representations, whether written or oral, the following terms have been made by Seller, or its agents or employees in order to induce Purchaser to enter into this Agreement. Without limiting the generality of the foregoing, Purchaser acknowledges, warrants and represents to Seller that neither Seller nor its agents or employees have made any representations or statements, whether written or oral, to Purchaser concerning the investment potential, suitability for Purchaser’s intended use, operation, or resale of the Real Estate at any future date, at a profit or otherwise, nor has Seller or its agents or employees rendered any advice or expressed any opinion to Purchaser regarding any tax consequences of ownership of the Real Estate.following definitions:

As-Is Purchase. (a) The sale of this Property is in its current condition, as-is and where-is and, provided Purchaser acknowledgeshas not withdrawn from this Agreement as provided herein, represents Purchaser covenants and warrants (i) that any information ("INFORMATION") supplied agrees to accept the Property at Closing in its then current condition, as-is and where-is, with no warranty or made available by Seller, whether written or oral, or in representation regarding the form condition of maps, surveys, plats, soil reports, engineering studies, environmental studies, inspection reports, plans, specifications or any other information the Property whatsoever, without exceptionexcept for representations and warranties set forth in this Agreement. Without limiting the foregoing, pertaining Purchaser acknowledges and agrees that, if Purchaser proceeds with the purchase of the Property, Purchaser shall be deemed to have acknowledged to Seller that Purchaser has conducted such inspections, examinations, surveys and tests of the Real Estate, any and all recordsProperty as Purchaser deems appropriate, and other documents pertaining to the use that Purchaser is thoroughly acquainted and occupancy of the Real Estatesatisfied with all aspects thereof including, income thereofwithout limitation, the cost physical and expense of maintenance environmental conditions thereof. Purchaser acknowledges and agrees that, except and any and all other matters concerning the condition, suitability, integrity, marketability, compliance with law, or other attributes or aspects of the Real Estate, or any part thereof, is furnished to Purchaser solely only as a courtesy and shall not constitute a representation or warranty of Seller; (ii) THE INFORMATION IS PROVIDED, AND THE REAL ESTATE IS PURCHASED, ON AN AS-IS WHERE-IS BASIS AND SELLER MAKES NO REPRESENTATION, EXPRESS OR IMPLIED, OR ARISING BY OPERATION OF LAW OR OTHERWISE, INCLUDING BUT IN NO WAY LIMITED TO, ANY WARRANTY OF CONDITION, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE AS TO THE INFORMATION OR THE REAL ESTATE; and (iii) other than the representations, covenants and agreements made and specifically expressly set forth in this Agreement, Seller hereby expressly disclaims any and all implied warranties concerning the condition of the Property and any portions thereof, including, but not limited to, physical and environmental conditions and implied warranties of habitability, merchantability or fitness for a particular purpose. Seller makes no representationswarranty concerning the acreage of the Property, whether written any reference to the same contained in this Agreement, the attached Exhibits or oralany document provided to Purchaser in connection with its due diligence activities being for informational purposes only. Purchaser acknowledges and agrees that Purchaser has not relied, and will not rely, upon any representations or warranties (oral or written) made by or purportedly made by or on behalf of Seller with respect to the Property except and only as expressly set forth in this Agreement. Purchaser further acknowledges and agrees that Purchaser has not relied, and will not rely, upon any documents or other information (oral or written) provided by, or purportedly provided on behalf of, Seller under this Agreement or otherwise. Purchaser acknowledges and agrees that any documents or information provided to Purchaser by Seller or on Seller's behalf have been made obtained from a variety of sources and have not been independently investigated or verified by Seller, that Seller has not made any independent investigation or its agents verification of such information and makes no representations as to the accuracy or employees completeness of such information and are not to be relied upon by Purchaser without independent verification in order purchasing the Property. Seller makes no express representations or warranties, and Seller hereby disclaims any and all implied warranties concerning the truth, accuracy and completeness of any documents or information provided to induce Purchaser by Seller or by anyone acting, or purporting to enter into act, on behalf of Seller. Upon Closing, Purchaser shall assume the risk that adverse matters, including but not limited to, defects and adverse physical and environmental conditions, may not have been revealed by Purchaser's investigations, and, except as set forth in this Agreement. Without limiting the generality , Purchaser, upon Closing, shall be deemed to have waived, relinquished and released Seller from and against any and all claims, demands, causes of the foregoingaction (including causes of action in tort), losses, damages, liabilities, costs and expenses (including reasonable attorney’s fees) of any and every kind or character, known or unknown, which Purchaser acknowledges, warrants and represents to might have asserted or alleged against Seller that neither Seller nor its agents or employees have made any representations or statements, whether written or oral, to Purchaser concerning the investment potential, suitability for Purchaser’s intended use, operation, or resale of the Real Estate at any future datetime by reason of or arising out of any latent or patent defects or physical conditions, at a profit violations of any applicable laws and any and all other acts, omissions, events, circumstances or otherwise, nor has Seller matters regarding the property occurring during or its agents or employees rendered relating to any advice or expressed any opinion and all periods occurring on and/or prior to Purchaser regarding any tax consequences of ownership of the Real EstateClosing Date. This provision shall survive the Closing.

As-Is Purchase. (a) Purchaser As a material inducement to Seller to execute -------------- this Agreement, Buyer acknowledges, represents and warrants that, subject to and in reliance on the representations and warranties of Seller set forth in Section this Section 11, upon the satisfaction or waiver of the Contingencies (i) that any information Buyer will have fully examined and inspected the Property, together with the Review Materials and such other documents and materials with respect to the Property which Buyer deems necessary or appropriate in connection with its investigation and examination of the Property, (ii) Buyer will have accepted the foregoing and the physical condition, value, presence/absence of Hazardous Substances, financing status, use, leasing, operation, tax status, income and expenses of the Property, (iii) except as provided in Section 13.e hereof with respect to Seller's Work and as provided in Section 16, the Property will be purchased by Buyer "INFORMATIONAS IS" and "WHERE IS" and with all faults and, upon Closing, Buyer shall assume responsibility for the physical condition of the Property and (iv) supplied or made available by Seller, whether written or oral, Buyer will have decided to purchase the Property solely on the basis of its own independent investigation. Except as expressly set forth herein or in Seller's Documents, Seller has not made, does not make, and has not authorized anyone else to make any representation as to the form present or future physical condition, value, presence/absence of mapsHazardous Substances, surveysfinancing status, platsleasing, soil reportsoperation, engineering studiesuse, environmental studiestax status, inspection reports, plans, specifications income and expenses or any other information whatsoever, without exception, matter or thing pertaining to the Real Estate, any and all recordsProperty, and other documents pertaining to the use and occupancy of the Real Estate, income thereof, the cost and expense of maintenance thereof, and any and all other matters concerning the condition, suitability, integrity, marketability, compliance with law, or other attributes or aspects of the Real Estate, or any part thereof, is furnished to Purchaser solely as a courtesy and shall not constitute a Buyer acknowledges that no such representation or warranty has been made and that in entering into this Agreement it does not rely on any representation or warranty other than those expressly set forth in this Agreement or in Seller's Documents. Without limiting the generality of Seller; (ii) THE INFORMATION IS PROVIDEDthe foregoing, AND THE REAL ESTATE IS PURCHASEDBuyer acknowledges the presence on and under the Property of the Known Hazardous Substances. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR IN SELLER'S DOCUMENTS, ON AN AS-IS WHERE-IS BASIS AND SELLER MAKES NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, IMPLIED OR ARISING BY OPERATION OF LAW OR OTHERWISELAW, INCLUDING BUT IN NO WAY LIMITED TOINCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF CONDITION, HABITABILITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE AS TO OF THE INFORMATION OR THE REAL ESTATE; and (iii) other than the PROPERTY. Seller shall not be liable for or bound by any verbal or written statements, representations, covenants and agreements made and real estate broker's "setups" or information pertaining to the Property furnished by any real estate broker, agent, employee, servant or any other person unless the same are specifically set forth in this Agreement or in Seller's Documents. The provisions of this Section 11.j. shall survive the Closing. If Buyer shall proceed to Closing with actual knowledge of any matter, or as to any matter set forth in the Review Materials which is in conflict with any of Seller's representations, warranties or indemnities made in this Agreement, no Buyer shall be deemed to have waived such Seller's representations, whether written warranties or oral, have been made by Seller, indemnities to the extent inconsistent with such actual knowledge or its agents or employees in order to induce Purchaser to enter into this Agreement. Without limiting the generality contents of the foregoing, Purchaser acknowledges, warrants and represents to Seller that neither Seller nor its agents or employees have made any representations or statements, whether written or oral, to Purchaser concerning the investment potential, suitability for Purchaser’s intended use, operation, or resale of the Real Estate at any future date, at a profit or otherwise, nor has Seller or its agents or employees rendered any advice or expressed any opinion to Purchaser regarding any tax consequences of ownership of the Real Estatesuch Review Materials.

As-Is Purchase. (a) Purchaser acknowledgesExcept for Seller's express representations and warranties set forth in this Agreement and any other document executed by Seller in connection with this transaction and Seller's covenants, represents in entering into this Agreement, Buyer is relying, and warrants (i) that will rely, solely upon its own inspection, investigation and analyses of the Property including without limitation the title condition of the Property and is not relying in any way upon any representations, statements, agreements, warranties, studies, reports, descriptions, guidelines or other information ("INFORMATION") supplied or made available material furnished by SellerSeller or its representatives, whether written oral or oralwritten, express or implied, of any nature whatsoever regarding any such matters. Except for Seller's representations and warranties set forth in in this Agreement and any other document executed by Seller in connection with this transaction and Seller's express covenants in this Agreement, Buyer will acquire the Property, if at all, "AS IS" "WHERE IS," in its condition existing at the Close of Escrow, and without representation or warranty by Seller or its representatives as to any matter, whether or not expressly mentioned herein, including, without limitation, including (without limitation) the feasibility of developing the Property for the purposes intended by Buyer, the size and dimensions of the Property, the availability, costs and adequacy of water, sewage and any utilities serving or required to serve the Property; the presence and adequacy of current or required infrastructure or other improvements on, near or affecting the Property ; any surface, soil, subsoil, fill or other physical conditions of or affecting the Property such as climate, geological, drainage, air, water, or in mineral conditions; the form condition of mapstitle to the Property; the existence of governmental laws, surveysstatutes, platsrules, soil regulations, ordinances, limitations, restrictions or requirements concerning the use, density, location or suitability of the Property for any existing or proposed development thereof including but not limited to zoning, building, subdivision, environmental, or other such regulations; the necessity or availability of any general or specific plan amendments, rezoning, zoning variances, conditional use permits, building permits, environmental impact reports, engineering studies, environmental studies, inspection parcel or subdivision maps and public reports, plans, specifications or and requirements of any other information whatsoever, without exception, pertaining to improvement agreements; requirements of the California Department of Real Estate, any and all recordsthe California Subdivided Lands Act, the California Subdivision Map Act, Buyer’s post-Closing obligations under the Xxxxxx Act, Surplus Land Act compliance, and other documents pertaining to governmental permits approvals or acts; the use necessity or existence of any dedications, taxes, fees, charges, costs or assessments which may be imposed in connection with any governmental regulations or the obtaining of any required governmental permits; the presence of endangered plant or animal species upon the Property; and occupancy all of the Real Estate, income thereof, the cost and expense of maintenance thereof, and any and all other matters concerning the condition, suitabilityuse, integrity, marketability, compliance with law, development or other attributes or aspects sale of the Real EstateProperty. No patent or latent condition affecting the Property in any way, whether known or any part thereofdiscoverable or hereafter discovered, is furnished to Purchaser solely as a courtesy and shall not constitute a representation or warranty of Seller; (ii) THE INFORMATION IS PROVIDED, AND THE REAL ESTATE IS PURCHASED, ON AN AS-IS WHERE-IS BASIS AND SELLER MAKES NO REPRESENTATION, EXPRESS OR IMPLIED, OR ARISING BY OPERATION OF LAW OR OTHERWISE, INCLUDING BUT IN NO WAY LIMITED TO, ANY WARRANTY OF CONDITION, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE AS TO THE INFORMATION OR THE REAL ESTATE; and (iii) other than the representations, covenants and agreements made and specifically set forth affect Buyer's obligations contained in this Agreement, no representations, whether written or oral, have been made by Seller, or its agents or employees DocuSign Envelope ID: AB54E5F9-3D33-4790-B13C-D897BE898688 be five (5) Business Days after receipt of such notice in order the event Buyer fails to induce Purchaser to enter into this Agreement. Without limiting deliver the generality balance of the foregoing, Purchaser acknowledges, warrants Purchase Price by the Closing Date as required under Sections 2.4 and represents 9.2.1(a). The parties agree to Seller that neither Seller nor its agents or employees have made reasonably cooperate with each other in any representations or statements, whether written or oral, and all attempts by each other to Purchaser concerning the investment potential, suitability for Purchaser’s intended use, operation, or resale of the Real Estate at cure any future date, at a profit or otherwise, nor has Seller or its agents or employees rendered default within any advice or expressed any opinion to Purchaser regarding any tax consequences of ownership of the Real Estateapplicable default cure period.