Common use of As-Is Purchase Clause in Contracts

As-Is Purchase. (a) BUYER ACKNOWLEDGES AND AGREES THAT UPON THE CLOSING, LENDER WILL SELL AND CONVEY TO BUYER, AND BUYER WILL ACCEPT THE ASSETS, “AS IS, WHERE IS, WITH ALL FAULTS.” BUYER FURTHER ACKNOWLEDGES AND AGREES THAT THERE ARE NO ORAL AGREEMENTS OR ORAL WARRANTIES OR REPRESENTATIONS COLLATERAL TO OR AFFECTING LENDER, OWNER, OWNER’S AFFILIATES OR ANY OTHER PERSON. NEITHER LENDER NOR OWNER IS LIABLE OR BOUND IN ANY MANNER BY ANY ORAL OR WRITTEN STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE ASSETS FURNISHED BY ANY REAL ESTATE BROKER, AGENT, EMPLOYEE OR OTHER PERSON (TOGETHER WITH OWNER AND OWNER’S AFFILIATES, THE “OWNER PARTIES”), UNLESS THE SAME ARE SPECIFICALLY SET FORTH OR REFERRED TO HEREIN. BUYER ACKNOWLEDGES THAT THE PURCHASE PRICE REFLECTS THE “AS IS, WHERE IS” NATURE OF THIS SALE AND ANY FAULTS, LIABILITIES, DEFECTS OR OTHER ADVERSE MATTERS THAT MAY BE ASSOCIATED WITH THE ASSETS. BUYER, WITH BUYER’S COUNSEL, HAS FULLY REVIEWED THE DISCLAIMERS AND WAIVERS SET FORTH IN THIS AGREEMENT, UNDERSTANDS THE SIGNIFICANCE OF EACH AND AGREES THAT THE DISCLAIMERS AND OTHER AGREEMENTS SET FORTH HEREIN ARE AN INTEGRAL PART OF THIS AGREEMENT AND THAT LENDER WOULD NOT HAVE AGREED TO SELL THE ASSETS TO BUYER FOR THE PURCHASE PRICE WITHOUT THE DISCLAIMERS AND OTHER AGREEMENTS SET FORTH IN THIS AGREEMENT.

As-Is Purchase. (a) BUYER ACKNOWLEDGES REPRESENTS AND WARRANTS TO SELLER THAT BUYER HAS INDEPENDENTLY AND PERSONALLY INSPECTED OR, PRIOR TO THE EXPIRATION OF THE INSPECTION PERIOD, WILL INSPECT THE PROPERTY AND IMPROVEMENTS, IF ANY, AND THAT BUYER HAS ENTERED INTO THIS AGREEMENT BASED UPON SUCH PERSONAL EXAMINATION AND INSPECTION OR THE RIGHT THERETO. BUYER AGREES THAT UPON THE CLOSINGUNLESS THIS AGREEMENT IS TERMINATED AS PROVIDED HEREIN, LENDER WILL SELL AND CONVEY TO BUYER, AND BUYER WILL ACCEPT THE ASSETSPROPERTY, “AS ISAT CLOSING, WHERE IS, IN ITS THEN CONDITION AS-IS AND WITH ALL FAULTS.” , INCLUDING WITHOUT LIMITATION, THOSE FAULTS AND CONDITIONS SPECIFICALLY REFERENCED IN THIS AGREEMENT. THE PURCHASE PRICE HAS BEEN NEGOTIATED WITH THE MUTUAL UNDERSTANDING THAT BUYER FURTHER ACKNOWLEDGES IS PURCHASING THE PROPERTY AS-IS AND AGREES THAT THERE BUYER'S COSTS ASSOCIATED WITH DEVELOPMENT, OPERATION AND MANAGEMENT OF THE PROPERTY ARE NO ORAL AGREEMENTS OR ORAL WARRANTIES OR REPRESENTATIONS COLLATERAL TO OR AFFECTING LENDER, OWNER, OWNER’S AFFILIATES OR ANY OTHER PERSONUNCERTAIN. NEITHER LENDER NOR OWNER IT IS LIABLE OR BOUND IN ANY MANNER BY ANY ORAL OR WRITTEN STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE ASSETS FURNISHED BY ANY REAL ESTATE BROKER, AGENT, EMPLOYEE OR OTHER PERSON (TOGETHER WITH OWNER AND OWNER’S AFFILIATES, THE “OWNER PARTIES”), UNLESS THE SAME ARE SPECIFICALLY SET FORTH OR REFERRED TO HEREIN. BUYER ACKNOWLEDGES NOT CONTEMPLATED THAT THE PURCHASE PRICE REFLECTS WILL BE INCREASED IF THESE COSTS PROVE TO BE LESS THAN EXPECTED NOR WILL THE “PURCHASE PRICE BE REDUCED IF BUYER'S PLAN LEADS TO HIGHER COST PROJECTIONS. EXCEPT AS ISPROVIDED HEREIN, WHERE IS” NATURE THE SOLE REMEDY OF THIS SALE AND ANY FAULTS, LIABILITIES, DEFECTS OR OTHER ADVERSE MATTERS THAT MAY BE ASSOCIATED WITH THE ASSETS. BUYER, IF BUYER IS NOT SATISFIED WITH ANY ASPECT OF THE PROPERTY, WILL BE TO TERMINATE THIS AGREEMENT AS PROVIDED HEREIN PRIOR TO THE END OF THE INSPECTION PERIOD. IF ANY CONDITION PRECEDENT TO CLOSING IS NOT SATISFIED, BUYER’S COUNSEL, HAS FULLY REVIEWED THE DISCLAIMERS AND WAIVERS SET FORTH IN THIS AGREEMENT, UNDERSTANDS THE SIGNIFICANCE OF EACH AND AGREES THAT THE DISCLAIMERS AND OTHER AGREEMENTS SET FORTH HEREIN ARE AN INTEGRAL PART OF 'S SOLE REMEDY IS TO TERMINATE THIS AGREEMENT AND THAT LENDER WOULD NOT HAVE AGREED TO SELL RECEIVE THE ASSETS TO BUYER FOR RETURN OF THE PURCHASE PRICE WITHOUT THE DISCLAIMERS AND OTHER AGREEMENTS SET FORTH IN THIS AGREEMENTDEPOSIT.

As-Is Purchase. (a) BUYER ACKNOWLEDGES EXCEPT FOR SELLER’S REPRESENTATIONS AND AGREES THAT UPON THE CLOSING, LENDER WILL SELL AND CONVEY TO BUYER, AND BUYER WILL ACCEPT THE ASSETS, “AS IS, WHERE IS, WITH ALL FAULTS.” BUYER FURTHER ACKNOWLEDGES AND AGREES THAT THERE ARE NO ORAL AGREEMENTS OR ORAL WARRANTIES OR REPRESENTATIONS COLLATERAL TO OR AFFECTING LENDER, OWNER, OWNER’S AFFILIATES OR ANY OTHER PERSON. NEITHER LENDER NOR OWNER IS LIABLE OR BOUND IN ANY MANNER BY ANY ORAL OR WRITTEN STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE ASSETS FURNISHED BY ANY REAL ESTATE BROKER, AGENT, EMPLOYEE OR OTHER PERSON (TOGETHER WITH OWNER AND OWNER’S AFFILIATES, THE “OWNER PARTIES”), UNLESS THE SAME ARE SPECIFICALLY SET FORTH OR REFERRED TO HEREIN. BUYER ACKNOWLEDGES THAT THE PURCHASE PRICE REFLECTS THE “AS IS, WHERE IS” NATURE OF THIS SALE AND ANY FAULTS, LIABILITIES, DEFECTS OR OTHER ADVERSE MATTERS THAT MAY BE ASSOCIATED WITH THE ASSETS. BUYER, WITH BUYER’S COUNSEL, HAS FULLY REVIEWED THE DISCLAIMERS AND WAIVERS SET FORTH IN THIS AGREEMENT, UNDERSTANDS THE SIGNIFICANCE OF EACH AND AGREES THAT THE DISCLAIMERS AND OTHER AGREEMENTS SET FORTH HEREIN ARE AN INTEGRAL PART OF THIS AGREEMENT AND THAT LENDER WOULD NOT HAVE AGREED IN THE CLOSING DOCUMENTS DELIVERED BY SELLER TO SELL PURCHASER AT CLOSING, PURCHASER IS PURCHASING THE ASSETS PROPERTY “AS IS WHERE IS” IN ITS PRESENT CONDITION. PURCHASER HAS THE OPPORTUNITY TO BUYER INSPECT THE PROPERTY AND DOCUMENTATION IN SELLER’S POSSESSION AS PROVIDED HEREIN. EXCEPT FOR THE PURCHASE PRICE WITHOUT THE DISCLAIMERS SELLER’S REPRESENTATIONS AND OTHER AGREEMENTS WARRANTIES SET FORTH IN THIS AGREEMENTAGREEMENT AND IN THE CLOSING DOCUMENTS DELIVERED BY SELLER TO PURCHASER AT CLOSING, SELLER MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO, HEREBY DISCLAIMS AND SHALL HAVE NO LIABILITY FOR: (A) THE CONDITION OF THE PROPERTY OR ANY BUILDINGS, STRUCTURE OR IMPROVEMENTS THEREON OR THE SUITABILITY OF THE PROPERTY FOR HABITATION OR FOR PURCHASER’S INTENDED USE; (B) ANY APPLICABLE BUILDING, ZONING OR FIRE LAWS OR REGULATIONS OR WITH RESPECT TO COMPLIANCE THEREWITH OR WITH RESPECT TO THE EXISTENCE OF OR COMPLIANCE WITH ANY REQUIRED PERMITS, IF ANY, OF ANY GOVERNMENTAL AGENCY; (C) THE AVAILABILITY OR EXISTENCE OF ANY WATER, SEWER OR UTILITIES, ANY RIGHTS THERETO, OR ANY WATER, SEWER OR UTILITY DISTRICTS; (D) ACCESS TO ANY PUBLIC OR PRIVATE SANITARY SEWER OR DRAINAGE SYSTEM; OR (E) THE PRESENCE OF ANY HAZARDOUS SUBSTANCES AT THE PROPERTY OR IN ANY IMPROVEMENTS ON THE PROPERTY, INCLUDING WITHOUT LIMITATION ASBESTOS OR UREA-FORMALDEHYDE, OR THE PRESENCE OF ANY ENVIRONMENTALLY HAZARDOUS WASTES OR MATERIALS ON OR UNDER THE PROPERTY. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, AND EXCEPT AS OTHERWISE EXPRESSLY SET FORTH HEREIN, SELLER SHALL HAVE NO LIABILITY WITH RESPECT TO THE CONDITION OF THE PROPERTY UNDER COMMON 18246046_5 LAW, OR ANY FEDERAL, STATE, OR LOCAL LAW OR REGULATION, INCLUDING BUT NOT LIMITED TO THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION AND LIABILITY ACT OF 1980 AS AMENDED, 42 U.S.C.A. SECTIONS 9601 ET SEQ., OR APPLICABLE WASHINGTON LAW, AND PURCHASER HEREBY RELEASES AND WAIVES ANY AND ALL CLAIMS WHICH THE PURCHASER HAS OR MAY HAVE AGAINST THE SELLER WITH RESPECT TO THE CONDITION OF THE PROPERTY, EXCEPT AS OTHERWISE EXPRESSLY SET FORTH HEREIN.

As-Is Purchase. (a) BUYER ACKNOWLEDGES EXCEPT FOR THE EXPRESS REPRESENTATIONS AND AGREES THAT UPON THE CLOSING, LENDER WILL SELL AND CONVEY TO BUYER, AND BUYER WILL ACCEPT THE ASSETS, “AS IS, WHERE IS, WITH ALL FAULTS.” BUYER FURTHER ACKNOWLEDGES AND AGREES THAT THERE ARE NO ORAL AGREEMENTS OR ORAL WARRANTIES OR REPRESENTATIONS COLLATERAL TO OR AFFECTING LENDER, OWNER, OWNER’S AFFILIATES OR ANY OTHER PERSON. NEITHER LENDER NOR OWNER IS LIABLE OR BOUND IN ANY MANNER BY ANY ORAL OR WRITTEN STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE ASSETS FURNISHED BY ANY REAL ESTATE BROKER, AGENT, EMPLOYEE OR OTHER PERSON (TOGETHER WITH OWNER AND OWNER’S AFFILIATES, THE “OWNER PARTIES”), UNLESS THE SAME ARE SPECIFICALLY SET FORTH OR REFERRED TO HEREIN. BUYER ACKNOWLEDGES THAT THE PURCHASE PRICE REFLECTS THE “AS IS, WHERE IS” NATURE OF THIS SALE AND ANY FAULTS, LIABILITIES, DEFECTS OR OTHER ADVERSE MATTERS THAT MAY BE ASSOCIATED WITH THE ASSETS. BUYER, WITH BUYER’S COUNSEL, HAS FULLY REVIEWED THE DISCLAIMERS AND WAIVERS SELLER SET FORTH IN THIS AGREEMENTAGREEMENT AND SELLER’S WARRANTY OF TITLE CONTAINED IN THE SPECIAL WARRANTY DEED, UNDERSTANDS SELLER HEREBY SPECIFICALLY DISCLAIMS ANY WARRANTY OR REPRESENTATION, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, OR CONCERNING (i) THE SIGNIFICANCE NATURE OR CONDITION OF EACH THE PROPERTY, INCLUDING WITHOUT LIMITATION, (A) THE WATER, SOIL AND GEOLOGY THEREIN, (B) THE SUITABILITY THEREOF FOR ANY PARTICULAR PURPOSE, AND (C) THE EXISTENCE OF ANY ENVIRONMENTAL HAZARDS OR CONDITIONS ON OR IN THE PROPERTY; AND (ii) THE COMPLIANCE OF THE PROPERTY OR ITS OPERATION WITH THE LAWS, ORDINANCES OR REGULATIONS OF ANY GOVERNMENTAL AUTHORITY. PURCHASER ACKNOWLEDGES THAT IT WILL INSPECT THE PROPERTY AND, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY PROVIDED HEREIN AND SELLER’S WARRANTY OF TITLE CONTAINED IN THE SPECIAL WARRANTY DEED, PURCHASER WILL RELY SOLELY ON ITS OWN INVESTIGATION OF THE PROPERTY AND NOT ON ANY INFORMATION PROVIDED OR TO BE PROVIDED BY SELLER. THE SALE OF THE PROPERTY AS PROVIDED FOR HEREIN IS MADE ON AN “AS IS,” ‘WHERE IS” AND WITH ALL FAULTS BASIS, AND PURCHASER EXPRESSLY ACKNOWLEDGES AND AGREES THAT THAT, EXCEPT AS OTHERWISE SPECIFICALLY STATED HEREIN AND SELLER’S WARRANTY OF TITLE CONTAINED IN THE DISCLAIMERS SPECIAL WARRANTY DEED, SELLER MAKES NO WARRANTY OR REPRESENTATION, EXPRESS, IMPLIED OR ARISING BY OPERATION OF LAW, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF CONDITION, HABITABILITY, MERCHANTABILITY, PROFITABILITY, TENANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THE TERMS AND OTHER AGREEMENTS SET FORTH HEREIN ARE AN INTEGRAL PART PROVISIONS OF THIS AGREEMENT SECTION 5.5 SHALL SURVIVE CLOSING AND THAT LENDER WOULD NOT HAVE AGREED TO SELL MERGE WITH THE ASSETS TO BUYER FOR THE PURCHASE PRICE WITHOUT THE DISCLAIMERS AND OTHER AGREEMENTS SET FORTH IN THIS AGREEMENTDEED.

As-Is Purchase. (a) BUYER ACKNOWLEDGES AND AGREES THAT UPON THE CLOSING, LENDER WILL SELL AND CONVEY TO BUYER, AND BUYER WILL ACCEPT THE ASSETS, “EXCEPT AS IS, WHERE IS, WITH ALL FAULTS.” BUYER FURTHER ACKNOWLEDGES AND AGREES THAT THERE ARE NO ORAL AGREEMENTS EXPLICITLY PROVIDED IN SELLERS’ CLOSING DOCUMENTS OR ORAL WARRANTIES IN SECTIONS 8.1 OR REPRESENTATIONS COLLATERAL TO 9.1 OR AFFECTING LENDER, OWNER, OWNER’S AFFILIATES OR ANY OTHER PERSON. NEITHER LENDER NOR OWNER IS LIABLE OR BOUND IN ANY MANNER BY ANY ORAL OR WRITTEN STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE ASSETS FURNISHED BY ANY REAL ESTATE BROKER, AGENT, EMPLOYEE OR OTHER PERSON (TOGETHER WITH OWNER AND OWNER’S AFFILIATES, THE “OWNER PARTIES”), UNLESS THE SAME ARE SPECIFICALLY SET FORTH OR REFERRED TO HEREIN. BUYER ACKNOWLEDGES THAT THE PURCHASE PRICE REFLECTS THE “AS IS, WHERE IS” NATURE OF THIS SALE AND ANY FAULTS, LIABILITIES, DEFECTS OR OTHER ADVERSE MATTERS THAT MAY BE ASSOCIATED WITH THE ASSETS. BUYER, WITH BUYER’S COUNSEL, HAS FULLY REVIEWED THE DISCLAIMERS AND WAIVERS SET FORTH ELSEWHERE IN THIS AGREEMENT, UNDERSTANDS PURCHASER AGREES TO PURCHASE THE SIGNIFICANCE PURCHASED ASSETS IN THEIR “AS-IS”, “WHERE-IS” CONDITION AND “WITH ALL FAULTS” AS THEY EXIST ON THE CLOSING DATE, WITH NO WARRANTIES OF EACH AND AGREES THAT ANY KIND, EXPRESS OR IMPLIED, EITHER ORAL OR WRITTEN, MADE BY SELLER OR ANY AGENT OR REPRESENTATIVE OF SELLER. NEITHER SELLER NOR ANY MEMBER, OFFICER, PERSON, FIRM, AGENT OR REPRESENTATIVE PURPORTING TO REPRESENT SELLER, HAS ASSUMED ANY RESPONSIBILITY WITH RESPECT TO THE DISCLAIMERS AND OTHER AGREEMENTS CONDITION OR REPAIR OF THE PURCHASED ASSETS EXCEPT AS SET FORTH HEREIN ARE AN INTEGRAL PART IN ARTICLE 9. PURCHASER ACKNOWLEDGES THAT SELLER HAS REQUESTED THAT PURCHASER INSPECT, OR CAUSE TO BE INSPECTED, THE PURCHASED ASSETS, AND INVESTIGATE ALL MATTERS RELEVANT THERETO, UP TO AND INCLUDING THE DATE SET FOR CLOSING. IT IS SELLER’S INTENT THAT BY AFFORDING PURCHASER ACCESS TO THE PURCHASED ASSETS AND ALL MATTERS RELEVANT THERETO, PURCHASER WILL HAVE A FULL OPPORTUNITY TO CONSIDER THE INFORMATION ABOUT THE PURCHASED ASSETS. TO THE EXTENT THAT PURCHASER IS EXPECTED TO REVIEW OR WILL HAVE REVIEWED THE PURCHASED ASSETS AND ALL MATTERS RELEVANT THERETO, EXCEPT AS EXPRESSLY PROVIDED FOR IN THIS AGREEMENT, SELLER MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE ACCURACY OR COMPLETENESS, METHODOLOGY OF PREPARATION OR OTHERWISE CONCERNING THE CONTENT OF SUCH MATERIALS. THE PROVISIONS OF THIS SECTION 2.2 SHALL SURVIVE THE CLOSING OR ANY TERMINATION OF THIS AGREEMENT AND THAT LENDER WOULD SHALL NOT HAVE AGREED TO SELL MERGE WITH THE SPECIAL WARRANTY DEED OR OTHER CONVEYANCE OF THE PURCHASED ASSETS TO BUYER FOR THE PURCHASE PRICE WITHOUT THE DISCLAIMERS AND OTHER AGREEMENTS SET FORTH IN THIS AGREEMENTAT CLOSING.

As-Is Purchase. SUBJECT TO SELLER'S EXPRESS REPRESENTATIONS SET FORTH IN TIDS AGREEMENT HEREOF AND IN THE DOCUMENTS DELIVERED AT CLOSING (a) BUYER COLLECTIVELY, "SELLER REPRESENTATIONS"), PURCHASER ACKNOWLEDGES THAT PURCHASER WILL HAVE INSPECTED THE SUBJECT PREMISES AND AGREES THAT PURCHASER HAS ENTERED INTO TIDS AGREEMENT BASED UPON ITS ABILITY TO MAKE SUCH EXAMINATION AND INSPECTION. EXCEPT AS EXPRESSLY SET FORTH IN SELLER REPRESENTATIONS, THE CLOSING, LENDER WILL SELL SUBJECT PREMISES IS BEING SOLD IN AN "AS-IS" CONDITION AND CONVEY TO BUYER, AND BUYER WILL ACCEPT THE ASSETS, “AS IS, WHERE IS, "WITH ALL FAULTS.” BUYER FURTHER ACKNOWLEDGES " AS OF THE CLOSING DATE. EXCEPT AS EXPRESSLY SET FORTH IN SELLER REPRESENTATIONS, NO OTHER REPRESENTATIONS OR WARRANTIES HAVE BEEN MADE OR ARE MADE AND AGREES THAT THERE ARE NO ORAL AGREEMENTS RESPONSIBILITY HAS BEEN OR ORAL WARRANTIES IS ASSUMED BY SELLER OR REPRESENTATIONS COLLATERAL TO OR AFFECTING LENDER, OWNER, OWNER’S AFFILIATES OR ANY OTHER PERSON. NEITHER LENDER NOR OWNER IS LIABLE OR BOUND IN ANY MANNER BY ANY ORAL DIRECTOR, OFFICER, PERSON, FIRM, AGENT OR WRITTEN STATEMENTSREPRESENTATIVE ACTING OR PURPORTING TO ACT ON BEHALF OF SELLER. THE PARTIES AGREE THAT ALL UNDERSTANDINGS AND AGREEMENTS HERETOFORE MADE BETWEEN THEM OR THEIR RESPECTIVE AGENTS OR REPRESENTATIVES ARE MERGED IN THIS AGREEMENT, REPRESENTATIONS OR INFORMATION PERTAINING TO THE ASSETS FURNISHED BY ANY REAL ESTATE BROKER, AGENT, EMPLOYEE OR OTHER PERSON (TOGETHER WITH OWNER AND OWNER’S AFFILIATES, THE “OWNER PARTIES”), UNLESS THE SAME ARE SPECIFICALLY THAN AS EXPRESSLY SET FORTH OR REFERRED TO HEREININ SELLER REPRESENTATIONS, WHICH, COLLECTIVELY, FULLY AND COMPLETELY EXPRESS THE PARTIES' AGREEMENT. BUYER PURCHASER ACKNOWLEDGES THAT THE PURCHASE PRICE REFLECTS THE “AS "AS-IS, WHERE IS” " NATURE OF THIS SALE AND ANY FAULTS, LIABILITIES, DEFECTS OR OTHER ADVERSE MATTERS THAT MAY BE ASSOCIATED WITH THE ASSETSSUBJECT PREMISES, SUBJECT TO THE SELLER REPRESENTATIONS. BUYER, WITH BUYER’S COUNSEL, PURCHASER HAS FULLY REVIEWED THE DISCLAIMERS AND WAIVERS SET FORTH IN THIS AGREEMENT, AGREEMENT WITH ITS COUNSEL AND UNDERSTANDS THE SIGNIFICANCE OF EACH AND AGREES THAT EFFECT THEREOF. NOTWITHSTANDING ANYTHING TO THE DISCLAIMERS CONTRARY HEREIN, THE TERMS AND OTHER AGREEMENTS SET FORTH HEREIN ARE AN INTEGRAL PART PROVISIONS OF THIS AGREEMENT AND THAT LENDER WOULD NOT HAVE AGREED TO SELL SECTION 11.D SHALL SURVIVE THE ASSETS TO BUYER FOR THE PURCHASE PRICE WITHOUT THE DISCLAIMERS AND OTHER AGREEMENTS SET FORTH IN THIS AGREEMENTCLOSING INDEFINITELY.

As-Is Purchase. (a) BUYER ACKNOWLEDGES REPRESENTS AND WARRANTS TO SELLER THAT BUYER HAS INDEPENDENTLY AND PERSONALLY INSPECTED OR, PRIOR TO THE EXERCISE OF THE OPTION, WILL INSPECT THE PROPERTY AND IMPROVEMENTS, IF ANY, AND THAT BUYER HAS ENTERED INTO THIS AGREEMENT BASED UPON SUCH PERSONAL EXAMINATION AND INSPECTION OR THE RIGHT THERETO. BUYER AGREES THAT UPON IF BUYER EXERCISES THE CLOSINGOPTION AS PROVIDED HEREIN, LENDER WILL SELL AND CONVEY TO BUYER, AND BUYER WILL ACCEPT THE ASSETSPROPERTY, “AS ISAT CLOSING, WHERE IS, IN ITS THEN CONDITION AS-IS AND WITH ALL FAULTS.” , INCLUDING WITHOUT LIMITATION, THOSE FAULTS AND CONDITIONS SPECIFICALLY REFERENCED IN THIS AGREEMENT. THE PURCHASE PRICE HAS BEEN NEGOTIATED WITH THE MUTUAL UNDERSTANDING THAT BUYER FURTHER ACKNOWLEDGES IS PURCHASING THE PROPERTY AS-IS AND AGREES THAT THERE BUYER'S COSTS ASSOCIATED WITH DEVELOPMENT, OPERATION AND MANAGEMENT OF THE PROPERTY ARE NO ORAL AGREEMENTS OR ORAL WARRANTIES OR REPRESENTATIONS COLLATERAL TO OR AFFECTING LENDER, OWNER, OWNER’S AFFILIATES OR ANY OTHER PERSONUNCERTAIN. NEITHER LENDER NOR OWNER IT IS LIABLE OR BOUND IN ANY MANNER BY ANY ORAL OR WRITTEN STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE ASSETS FURNISHED BY ANY REAL ESTATE BROKER, AGENT, EMPLOYEE OR OTHER PERSON (TOGETHER WITH OWNER AND OWNER’S AFFILIATES, THE “OWNER PARTIES”), UNLESS THE SAME ARE SPECIFICALLY SET FORTH OR REFERRED TO HEREIN. BUYER ACKNOWLEDGES NOT CONTEMPLATED THAT THE PURCHASE PRICE REFLECTS THE “AS IS, WHERE IS” NATURE OF THIS SALE AND ANY FAULTS, LIABILITIES, DEFECTS OR OTHER ADVERSE MATTERS THAT MAY WILL BE ASSOCIATED WITH THE ASSETS. BUYER, WITH BUYER’S COUNSEL, HAS FULLY REVIEWED THE DISCLAIMERS AND WAIVERS SET FORTH IN THIS AGREEMENT, UNDERSTANDS THE SIGNIFICANCE OF EACH AND AGREES THAT THE DISCLAIMERS AND OTHER AGREEMENTS SET FORTH HEREIN ARE AN INTEGRAL PART OF THIS AGREEMENT AND THAT LENDER WOULD NOT HAVE AGREED INCREASED IF THESE COSTS PROVE TO SELL THE ASSETS TO BUYER FOR BE LESS THAN EXPECTED NOR WILL THE PURCHASE PRICE WITHOUT BE REDUCED IF BUYER'S PLAN LEADS TO HIGHER COST PROJECTIONS. EXCEPT AS PROVIDED HEREIN, THE DISCLAIMERS AND OTHER AGREEMENTS SET FORTH IN THIS AGREEMENTSOLE REMEDY OF BUYER, IF BUYER IS NOT SATISFIED WITH ANY ASPECT OF THE PROPERTY, WILL BE NOT TO EXERCISE THE OPTION.

As-Is Purchase. (a) BUYER PURCHASER REPRESENTS, ACKNOWLEDGES, COVENANTS AND WARRANTS AS FOLLOWS: PURCHASER HEREBY ACKNOWLEDGES THAT, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND AGREES THAT UPON THE DOCUMENTS TO BE DELIVERED BY SELLER AT CLOSING, LENDER WILL SELL AND CONVEY TO BUYER, AND BUYER WILL ACCEPT THE ASSETS, “AS IS, WHERE IS, WITH ALL FAULTS.” BUYER FURTHER ACKNOWLEDGES AND AGREES THAT THERE ARE NO ORAL AGREEMENTS OR ORAL WARRANTIES OR REPRESENTATIONS COLLATERAL TO OR AFFECTING LENDER, OWNER, OWNER’S AFFILIATES OR NEITHER SELLER NOR ANY OTHER PERSON. NEITHER LENDER PERSON ACTING ON BEHALF OF SELLER NOR OWNER IS LIABLE ANY SUCCESSOR OR BOUND IN ASSIGN OF ANY MANNER BY OF THE FOREGOING PARTIES, HAS MADE OR SHALL BE DEEMED TO HAVE MADE ANY ORAL OR WRITTEN STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING WARRANTIES, WHETHER EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE (INCLUDING WITHOUT LIMITATION WARRANTIES OF HABITABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE), WITH RESPECT TO THE ASSETS FURNISHED BY ANY REAL ESTATE BROKER, AGENT, EMPLOYEE OR OTHER PERSON (TOGETHER WITH OWNER AND OWNER’S AFFILIATESPROPERTY, THE “OWNER PARTIES”)PERMITTED USE OF THE PROPERTY OR THE ZONING AND OTHER LAWS, UNLESS REGULATIONS AND RULES APPLICABLE THERETO OR THE SAME ARE SPECIFICALLY SET FORTH COMPLIANCE BY THE PROPERTY THEREWITH, THE REVENUES AND EXPENSES GENERATED BY OR REFERRED TO HEREIN. BUYER ACKNOWLEDGES THAT THE PURCHASE PRICE REFLECTS THE “AS IS, WHERE IS” NATURE OF THIS SALE AND ANY FAULTS, LIABILITIES, DEFECTS OR OTHER ADVERSE MATTERS THAT MAY BE ASSOCIATED WITH THE ASSETSPROPERTY, OR OTHERWISE RELATING TO THE PROPERTY OR THE TRANSACTIONS CONTEMPLATED HEREIN. BUYERPURCHASER FURTHER ACKNOWLEDGES THAT, WITH BUYER’S COUNSEL, HAS FULLY REVIEWED THE DISCLAIMERS AND WAIVERS EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, UNDERSTANDS ALL MATERIALS WHICH HAVE BEEN PROVIDED BY SELLER AND/OR ANY OTHER PERSON ACTING ON BEHALF OF SELLER HAVE BEEN PROVIDED WITHOUT ANY WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED AS TO THEIR CONTENT, SUITABILITY FOR ANY PURPOSE, ACCURACY, TRUTHFULNESS OR COMPLETENESS AND PURCHASER SHALL NOT HAVE ANY RECOURSE AGAINST SELLER OR ANY OTHER PERSON ACTING ON BEHALF OF SELLER IN THE SIGNIFICANCE EVENT OF EACH ANY ERRORS THEREIN OR OMISSIONS THEREFROM. PURCHASER IS ACQUIRING THE PROPERTY BASED SOLELY ON ITS OWN INDEPENDENT INVESTIGATION AND INSPECTION OF THE PROPERTY AND NOT IN RELIANCE ON ANY INFORMATION PROVIDED BY SELLER, OR ANY OTHER PERSON ACTING ON BEHALF OF SELLER. PURCHASER EXPRESSLY DISCLAIMS ANY INTENT TO RELY ON ANY SUCH MATERIALS PROVIDED TO IT BY SELLER IN CONNECTION WITH ITS DUE DILIGENCE AND AGREES THAT IT SHALL RELY SOLELY ON ITS OWN INDEPENDENTLY DEVELOPED OR VERIFIED INFORMATION. PURCHASER IS ACQUIRING THE DISCLAIMERS PROPERTY IN ITS “AS IS” CONDITION, WITH ALL FAULTS, AND OTHER AGREEMENTS SET FORTH HEREIN WITHOUT ANY WARRANTY, EXPRESS, IMPLIED OR STATUTORY, ALL OF WHICH ARE AN INTEGRAL PART OF THIS AGREEMENT HEREBY WAIVED AND THAT LENDER WOULD NOT HAVE AGREED TO SELL THE ASSETS TO BUYER FOR THE PURCHASE PRICE WITHOUT THE DISCLAIMERS AND OTHER AGREEMENTS DISCLAIMED BY PURCHASER EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT. PURCHASER ACKNOWLEDGES AND AGREES THAT ITS OBLIGATIONS UNDER THIS AGREEMENT SHALL NOT BE SUBJECT TO ANY FINANCING CONTINGENCY AND PURCHASER SHALL HAVE NO RIGHT TO TERMINATE THIS AGREEMENT OR RECEIVE A RETURN OF THE DEPOSIT (OR THE ACCRUED INTEREST THEREON) EXCEPT AS EXPRESSLY PROVIDED FOR IN THIS AGREEMENT. PURCHASER ACKNOWLEDGES, REPRESENTS AND WARRANTS THAT IT IS AWARE THAT SELLER HAS RELIED UPON THE ACKNOWLEDGEMENTS, REPRESENTATIONS AND WARRANTIES MADE IN THIS SECTION 7 AS A MATERIAL PART OF INDUCING SELLER TO ENTER INTO THIS AGREEMENT WITH PURCHASER.

As-Is Purchase. SUBJECT TO SELLER'S EXPRESS REPRESENTATIONS SET FORTH IN THIS AGREEMENT HEREOF AND IN THE DOCUMENTS DELIVERED AT CLOSING (a) BUYER COLLECTIVELY, THE "SELLER REPRESENTATIONS"), PURCHASER ACKNOWLEDGES THAT PURCHASER WILL HAVE INSPECTED THE SUBJECT PREMISES AND AGREES THAT PURCHASER HAS ENTERED INTO THIS AGREEMENT BASED UPON ITS ABILITY TO MAKE SUCH EXAMINATION AND INSPECTION. EXCEPT AS EXPRESSLY SET FORTH IN SELLER REPRESENTATIONS, THE CLOSING, LENDER WILL SELL SUBJECT PREMISES IS BEING SOLD IN AN AS-IS" CONDITION AND CONVEY TO BUYER, AND BUYER WILL ACCEPT THE ASSETS, “AS IS, WHERE IS, "WITH ALL FAULTS.” BUYER FURTHER ACKNOWLEDGES " AS OF THE CLOSING DATE. EXCEPT AS EXPRESSLY SET FORTH IN SELLER REPRESENTATIONS, NO OTHER REPRESENTATIONS OR WARRANTIES HAVE BEEN MADE OR ARE MADE AND AGREES THAT THERE ARE NO ORAL AGREEMENTS RESPONSIBILITY HAS BEEN OR ORAL WARRANTIES IS ASSUMED BY SELLER OR REPRESENTATIONS COLLATERAL TO OR AFFECTING LENDER, OWNER, OWNER’S AFFILIATES OR ANY OTHER PERSON. NEITHER LENDER NOR OWNER IS LIABLE OR BOUND IN ANY MANNER BY ANY ORAL DIRECTOR, OFFICER, PERSON, FIRM, AGENT OR WRITTEN STATEMENTSREPRESENTATIVE ACTING OR PURPORTING TO ACT ON BEHALF OF SELLER. THE PARTIES AGREE THAT ALL UNDERSTANDINGS AND AGREEMENTS HERETOFORE MADE BETWEEN THEM OR THEIR RESPECTIVE AGENTS OR REPRESENTATIVES ARE MERGED IN THIS AGREEMENT, REPRESENTATIONS OR INFORMATION PERTAINING TO THE ASSETS FURNISHED BY ANY REAL ESTATE BROKER, AGENT, EMPLOYEE OR OTHER PERSON (TOGETHER WITH OWNER AND OWNER’S AFFILIATES, THE “OWNER PARTIES”), UNLESS THE SAME ARE SPECIFICALLY THAN AS EXPRESSLY SET FORTH OR REFERRED TO HEREININ SELLER REPRESENTATIONS, WHICH, COLLECTIVELY, FULLY AND COMPLETELY EXPRESS THE PARTIES' AGREEMENT. BUYER PURCHASER ACKNOWLEDGES THAT THE PURCHASE PRICE REFLECTS THE “AS "AS-IS, WHERE IS” " NATURE OF THIS SALE AND ANY FAULTS, LIABILITIES, DEFECTS OR OTHER ADVERSE MATTERS THAT MAY BE ASSOCIATED WITH THE ASSETSSUBJECT PREMISES, SUBJECT TO THE SELLER REPRESENTATIONS. BUYER, WITH BUYER’S COUNSEL, PURCHASER HAS FULLY REVIEWED THE DISCLAIMERS AND WAIVERS SET FORTH IN THIS AGREEMENT, AGREEMENT WITH ITS COUNSEL AND UNDERSTANDS THE SIGNIFICANCE OF EACH AND AGREES THAT EFFECT THEREOF. NOTWITHSTANDING ANYTHING TO THE DISCLAIMERS CONTRARY HEREIN, THE TERMS AND OTHER AGREEMENTS SET FORTH HEREIN ARE AN INTEGRAL PART PROVISIONS OF THIS AGREEMENT AND THAT LENDER WOULD NOT HAVE AGREED TO SELL SECTION IL.D SHALL SURVIVE THE ASSETS TO BUYER FOR THE PURCHASE PRICE WITHOUT THE DISCLAIMERS AND OTHER AGREEMENTS SET FORTH IN THIS AGREEMENTCLOSING INDEFINITELY.

As-Is Purchase. BUYER IS PURCHASING THE PROPERTY “AS IS WHERE IS” IN ITS PRESENT CONDITION. BUYER HAS THE OPPORTUNITY TO INSPECT THE PROPERTY AND DOCUMENTATION IN SELLER’S POSSESSION AS PROVIDED HEREIN. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 9 ABOVE AND IN THE DEED, SELLER MAKES NO REPRESENTATIONS OR WARRANTIES OR COVENANTS, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED REPRESENTATIONS OR WARRANTIES OR COVENANTS WITH RESPECT TO: (aA) THE TITLE TO OR CONDITION OF THE PROPERTY OR ANY STRUCTURE OR IMPROVEMENTS THEREON, ACCESS THERETO OR THE SUITABILITY OF THE PROPERTY FOR HABITATION OR FOR BUYER’S INTENDED USE; (B) THE DEVELOPMENT OF THE PROPERTY OR ANY APPLICABLE BUILDING, ZONING OR FIRE LAWS OR REGULATIONS OR WITH RESPECT TO COMPLIANCE THEREWITH OR WITH RESPECT TO THE EXISTENCE OF OR COMPLIANCE WITH ANY REQUIRED PERMITS, IF ANY, OF ANY GOVERNMENTAL AGENCY; (C) THE AVAILABILITY OR EXISTENCE OF ANY WATER, SEWER OR UTILITIES, ANY RIGHTS THERETO, OR ANY WATER, SEWER OR UTILITY DISTRICTS; (D) ACCESS TO ANY PUBLIC OR PRIVATE SANITARY SEWER OR DRAINAGE SYSTEM; (E) THE PRESENCE OF ANY HAZARDOUS SUBSTANCES AT THE PROPERTY OR IN ANY IMPROVEMENTS ON THE PROPERTY, INCLUDING WITHOUT LIMITATION ASBESTOS OR UREA-FORMALDEHYDE, OR THE PRESENCE OF ANY ENVIRONMENTALLY HAZARDOUS WASTES OR MATERIALS ON OR UNDER THE PROPERTY, OR (F) THE CONDITION OR FUTURE DEVELOPMENT ANY OTHER PROPERTY. BUYER ACKNOWLEDGES UNCONDITIONALLY RELEASES AND AGREES THAT UPON FOREVER DISCHARGES SELLER AND ITS MEMBERS, MANAGERS, ATTORNEYS AND AGENTS FROM AND AGAINST ANY AND ALL CLAIMS, CAUSES OF ACTION, JUDGMENTS, DAMAGES, LOSSES, PENALTIES, FINES, LIABILITIES (INCLUDING STRICT LIABILITY), COSTS AND EXPENSES OF ANY KIND OR NATURE, BOTH KNOWN OR UNKNOWN, PRESENT AND FUTURE, FOR ANY MATTER RELATING DIRECTLY OR INDIRECTLY TO THE CLOSINGPROPERTY, LENDER WILL SELL AND CONVEY INCLUDING THE TITLE TO, CONDITION OF OR DAMAGE TO BUYERTHE PROPERTY, AND BUYER WILL ACCEPT THE ASSETSREGARDLESS OF FAULT OR NEGLIGENCE OF SELLER, EXCEPT FOR A MATERIAL BREACH OF SELLER’S REPRESENTATIONS AND WARRANTIES SET FORTH IN SECTION 9.1 above. to the FULL extent permitted by law, Buyer hereby agrees, represents and warrants that Buyer realizes and acknowledges that factual matters now unknown to it may have given or may hereafter give rise to causes of action, claims, demands, debts, controversies, damages, costs, losses, and expenses which are presently unknown, unanticipated and unsuspected, and Buyer further agrees, represents and warrants that the waivers and releases herein have been negotiated and agreed upon IN light of that realization. The provisions of this paragraph will be deemed remade at the Closing and will survive thereafter. Furthermore, and without limiting the foregoing, Buyer hereby expressly waives and relinquishes any and all rights and remedies Buyer may now or hereafter have against Seller under any statute, the common law, whether known or unknown, with respect to any past, present or future presence or existence of hazardous materials on, under or about the Property or with respect to any past, present or future violations of any rules, regulations or laws, now or hereafter enacted, regulating or governing the use, handling, storage or disposal of hazardous materials, including, without limitation, (i) any and all rights Buyer may now or hereafter have to seek contribution from Seller under Section 113(f)(i) of the Comprehensive Environmental Response Compensation and Liability Act of 1980 (“AS IS, WHERE IS, WITH ALL FAULTS.” BUYER FURTHER ACKNOWLEDGES AND AGREES THAT THERE ARE NO ORAL AGREEMENTS OR ORAL WARRANTIES OR REPRESENTATIONS COLLATERAL TO OR AFFECTING LENDER, OWNER, OWNER’S AFFILIATES OR ANY OTHER PERSON. NEITHER LENDER NOR OWNER IS LIABLE OR BOUND IN ANY MANNER BY ANY ORAL OR WRITTEN STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE ASSETS FURNISHED BY ANY REAL ESTATE BROKER, AGENT, EMPLOYEE OR OTHER PERSON (TOGETHER WITH OWNER AND OWNER’S AFFILIATES, THE “OWNER PARTIESCERCLA”), UNLESS THE SAME ARE SPECIFICALLY SET FORTH OR REFERRED TO HEREINas amended by the Superfund Amendments and Reauthorization Act of 1986 (42 U.S.C.A. 9613), as the same may be further amended or replaced by any similar law, rule or regulation; (ii) any and all rights Buyer may now or hereafter have against Seller under the Washington Model Toxics Control Act or other Washington rules, regulations or laws relating to hazardous materials, as the same may be further amended or replaced by any similar law, rule or regulation; and (iii) any and all claims, whether know or unknown, now or hereafter existing, with respect to the Property under Section 107 of CERCLA (42 U.S.C.A. 9607). BUYER ACKNOWLEDGES THAT THE PURCHASE PRICE REFLECTS THE “AS IS, WHERE IS” NATURE OF THIS SALE AND ANY FAULTS, LIABILITIES, DEFECTS OR OTHER ADVERSE MATTERS THAT MAY BE ASSOCIATED WITH THE ASSETS. BUYER, WITH BUYER’S COUNSEL, HAS FULLY REVIEWED THE DISCLAIMERS AND WAIVERS SET FORTH IN THIS AGREEMENT, UNDERSTANDS THE SIGNIFICANCE OF EACH AND AGREES THAT THE DISCLAIMERS AND OTHER AGREEMENTS SET FORTH HEREIN ARE AN INTEGRAL PART OF THIS AGREEMENT AND THAT LENDER WOULD NOT HAVE AGREED TO SELL THE ASSETS TO BUYER FOR THE PURCHASE PRICE WITHOUT THE DISCLAIMERS AND OTHER AGREEMENTS SET FORTH IN THIS AGREEMENT.The waivers and releases by Buyer herein contained will survive the Closing and will not be deemed merged into the deed from Seller to Buyer

As-Is Purchase. (a) BUYER ACKNOWLEDGES PURCHASER HEREBY ACKNOWLEDGES, REPRESENTS, WARRANTS, COVENANTS AND AGREES THAT UPON AS A MATERIAL INDUCEMENT TO SELLER TO EXECUTE AND ACCEPT THIS AGREEMENT AND IN CONSIDERATION OF THE CLOSINGPERFORMANCE BY SELLER OF ITS DUTIES AND OBLIGATIONS UNDER THIS AGREEMENT, LENDER THE SALE OF THE PROPERTY HEREUNDER IS AND WILL SELL AND CONVEY TO BUYER, AND BUYER WILL ACCEPT THE ASSETS, BE MADE ON AN “AS IS, WHERE IS, AND WITH ALL FAULTS.” BUYER FURTHER ACKNOWLEDGES BASIS, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS ARTICLE 3, AND AGREES THAT THERE ARE NO ORAL AGREEMENTS OR ORAL EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS ARTICLE 3, SELLER HAS NOT MADE, DOES NOT MAKE AND SPECIFICALLY NEGATES AND DISCLAIMS ANY REPRESENTATIONS, WARRANTIES OR REPRESENTATIONS COLLATERAL GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT, FUTURE OR OTHERWISE, OF, AS TO, CONCERNING OR WITH RESPECT TO THE PROPERTY, INCLUDING WITHOUT LIMITATION: (1) THE EXISTENCE OF HAZARDOUS MATERIALS UPON THE REAL PROPERTY OR ANY PORTION THEREOF; (2) GEOLOGICAL CONDITIONS, INCLUDING, WITHOUT LIMITATION, SUBSIDENCE, SUBSURFACE CONDITIONS, WATER TABLE, UNDERGROUND WATER RESERVOIRS, LIMITATIONS REGARDING THE WITHDRAWAL OF WATER AND FAULTING; (3) WHETHER OR NOT AND TO THE EXTENT TO WHICH THE REAL PROPERTY OR ANY PORTION THEREOF IS AFFECTED BY ANY STREAM (SURFACE OR UNDERGROUND), BODY OF WATER, FLOOD PRONE AREA, FLOOD PLAIN, FLOODWAY OR SPECIAL FLOOD HAZARD; (4) DRAINAGE; (5) SOIL CONDITIONS, INCLUDING THE EXISTENCE OF INSTABILITY, PAST SOIL REPAIRS, SOIL ADDITIONS OR CONDITIONS OF SOIL FILL, OR SUSCEPTIBILITY TO LANDSLIDES, OR THE SUFFICIENCY OF ANY UNDERSHORING; (6) USAGES OF ADJOINING PROPERTIES; (7) THE VALUE, COMPLIANCE WITH THE PLANS AND SPECIFICATIONS, SIZE, LOCATION, AGE, USE, DESIGN, QUALITY, DESCRIPTION, DURABILITY, STRUCTURAL INTEGRITY, OPERATION, TITLE TO, OR PHYSICAL OR FINANCIAL CONDITION OF THE REAL PROPERTY OR ANY PORTION THEREOF, OR ANY RIGHTS OR CLAIMS ON OR AFFECTING LENDER, OWNER, OWNER’S AFFILIATES OR ANY OTHER PERSON. NEITHER LENDER NOR OWNER IS LIABLE OR BOUND IN ANY MANNER BY ANY ORAL OR WRITTEN STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE ASSETS FURNISHED BY REAL PROPERTY OR ANY PART THEREOF INCLUDING, WITHOUT LIMITATION, WHETHER OR NOT THE IMPROVEMENTS COMPLY WITH THE REQUIREMENTS OF THE AMERICANS WITH DISABILITIES ACT, THE FAIR HOUSING ACT AND/OR RELATED REGULATIONS; (8) THE PRESENCE OF HAZARDOUS MATERIALS IN, ON, UNDER OR IN THE VICINITY OF THE REAL ESTATE BROKERPROPERTY; (9) THE SQUARE FOOTAGE OF THE LAND OR THE IMPROVEMENTS; (10) IMPROVEMENTS AND INFRASTRUCTURE, AGENTIF ANY; (11) DEVELOPMENT RIGHTS AND ENTITLEMENTS; (12) WATER OR WATER RIGHTS; (13) THE DEVELOPMENT POTENTIAL FOR THE PROPERTY; (14) THE ABILITY OF PURCHASER TO REZONE THE PROPERTY OR CHANGE THE USE OF THE PROPERTY; (15) THE ABILITY OF PURCHASER TO ACQUIRE ADJACENT PROPERTIES; (16) THE EXISTENCE AND POSSIBLE LOCATION OF ANY UNDERGROUND UTILITIES; (17) THE EXISTENCE AND POSSIBLE LOCATION OF ANY ENCROACHMENTS; (18) WHETHER THE IMPROVEMENTS WERE BUILT, EMPLOYEE IN WHOLE OR IN PART, IN COMPLIANCE WITH APPLICABLE BUILDING CODES; (19) THE STATUS OF ANY LIFE-SAFETY SYSTEMS IN THE IMPROVEMENTS; (20) THE CHARACTER OF THE NEIGHBORHOOD IN WHICH THE REAL PROPERTY IS SITUATED; (21) THE CONDITION OR USE OF THE PROPERTY OR COMPLIANCE OF THE PROPERTY WITH ANY OR ALL PAST, PRESENT OR FUTURE FEDERAL, STATE OR LOCAL ORDINANCES, RULES, REGULATIONS OR LAWS, BUILDING, FIRE OR ZONING ORDINANCES, CODES OR OTHER PERSON SIMILAR LAWS; (TOGETHER WITH OWNER 22) THE MERCHANTABILITY OF THE PROPERTY OR FITNESS OF THE PROPERTY FOR ANY PARTICULAR PURPOSE (PURCHASER AFFIRMING THAT PURCHASER HAS NOT RELIED ON SELLER’S SKILL OR JUDGMENT TO SELECT OR FURNISH THE PROPERTY FOR ANY PARTICULAR PURPOSE, AND OWNER’S AFFILIATES, THE “OWNER PARTIES”), UNLESS THE SAME ARE SPECIFICALLY SET FORTH OR REFERRED TO HEREIN. BUYER ACKNOWLEDGES THAT SELLER MAKES NO WARRANTY THAT THE PURCHASE PRICE REFLECTS PROPERTY IS FIT FOR ANY PARTICULAR PURPOSE); OR (23) WHETHER THE “AS IS, WHERE IS” NATURE OF THIS SALE AND ANY FAULTS, LIABILITIES, DEFECTS SELLER DELIVERIES DELIVERED TO PURCHASER HEREUNDER CONSTITUTE ALL MATERIAL OR OTHER ADVERSE MATTERS THAT MAY BE ASSOCIATED WITH IMMATERIAL DOCUMENTS IN SELLER’S POSSESSION RELATING TO THE ASSETS. BUYER, WITH BUYER’S COUNSEL, HAS FULLY REVIEWED THE DISCLAIMERS AND WAIVERS SET FORTH IN THIS AGREEMENT, UNDERSTANDS THE SIGNIFICANCE OF EACH AND AGREES THAT THE DISCLAIMERS AND OTHER AGREEMENTS SET FORTH HEREIN ARE AN INTEGRAL PART OF THIS AGREEMENT AND THAT LENDER WOULD NOT HAVE AGREED TO SELL THE ASSETS TO BUYER FOR THE PURCHASE PRICE WITHOUT THE DISCLAIMERS AND OTHER AGREEMENTS SET FORTH IN THIS AGREEMENTPROPERTY.

As-Is Purchase. EXCEPT AS MAY BE EXPRESSLY PROVIDED IN THIS AGREEMENT, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, (ai) THE SALE OF THE PROPERTY AS PROVIDED FOR HEREIN IS MADE ON AN "AS-IS" AND "WITH ALL FAULTS" BASIS, AND (ii) SELLER HAS NO OBLIGATIONS TO MAKE ANY REPAIRS, REPLACEMENTS OR IMPROVEMENTS. EXCEPT AS MAY BE EXPRESSLY PROVIDED IN THIS AGREEMENT, BUYER AGREES THAT IT WILL ACCEPT THE PROPERTY FROM AND AFTER CLOSING, IN ITS THEN 9/12/2013 12:02 PM EXISTING CONDITION "AS-IS" AND "WITH ALL FAULTS", INCLUDING WITHOUT LIMITATION, ANY FAULTS AND CONDITIONS SPECIFICALLY REFERENCED IN THIS AGREEMENT. NO PERSON ACTING ON BEHALF OF SELLER OR ANY OTHER SELLER PARTY IS AUTHORIZED TO MAKE, AND BY EXECUTION HEREOF, BUYER ACKNOWLEDGES AND AGREES THAT UPON THAT, EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT (AND THE CLOSINGEXHIBITS ATTACHED HERETO), LENDER WILL SELL SELLER AND CONVEY TO BUYERALL OTHER SELLER PARTIES HAVE NOT MADE, DO NOT MAKE AND BUYER WILL ACCEPT THE ASSETSSPECIFICALLY NEGATE AND DISCLAIM ANY REPRESENTATIONS, “AS ISWARRANTIES, WHERE ISPROMISES, WITH ALL FAULTS.” BUYER FURTHER ACKNOWLEDGES AND AGREES THAT THERE ARE NO ORAL COVENANTS, AGREEMENTS OR ORAL WARRANTIES GUARANTIES OF ANY KIND OR REPRESENTATIONS COLLATERAL TO CHARACTER WHATSOEVER, WHETHER EXPRESS OR AFFECTING LENDERIMPLIED, OWNER, OWNER’S AFFILIATES OR ANY OTHER PERSON. NEITHER LENDER NOR OWNER IS LIABLE OR BOUND IN ANY MANNER BY ANY ORAL OR WRITTEN STATEMENTSWRITTEN, REPRESENTATIONS PAST, PRESENT OR INFORMATION PERTAINING TO THE ASSETS FURNISHED BY ANY REAL ESTATE BROKERFUTURE, AGENTOF, EMPLOYEE AS TO, CONCERNING OR OTHER PERSON (TOGETHER WITH OWNER AND OWNER’S AFFILIATES, THE “OWNER PARTIES”), UNLESS THE SAME ARE SPECIFICALLY SET FORTH OR REFERRED TO HEREIN. BUYER ACKNOWLEDGES THAT THE PURCHASE PRICE REFLECTS THE “AS IS, WHERE IS” NATURE OF THIS SALE AND ANY FAULTS, LIABILITIES, DEFECTS OR OTHER ADVERSE MATTERS THAT MAY BE ASSOCIATED WITH THE ASSETS. BUYER, WITH BUYER’S COUNSEL, HAS FULLY REVIEWED THE DISCLAIMERS AND WAIVERS SET FORTH IN THIS AGREEMENT, UNDERSTANDS THE SIGNIFICANCE OF EACH AND AGREES THAT THE DISCLAIMERS AND OTHER AGREEMENTS SET FORTH HEREIN ARE AN INTEGRAL PART OF THIS AGREEMENT AND THAT LENDER WOULD NOT HAVE AGREED TO SELL THE ASSETS TO BUYER FOR THE PURCHASE PRICE WITHOUT THE DISCLAIMERS AND OTHER AGREEMENTS SET FORTH IN THIS AGREEMENT.RESPECT TO:

As-Is Purchase. (a) BUYER ACKNOWLEDGES AND ITS REPRESENTATIVES, PRIOR TO THE DATE OF CLOSING, WILL HAVE BEEN AFFORDED THE OPPORTUNITY TO MAKE SUCH INSPECTIONS OF THE PROPERTY AND MATTERS RELATED THERETO AS BUYER, AND ITS REPRESENTATIVES DESIRE. BUYER ACKNOWELDGES AND AGREES THAT UPON THE CLOSING, LENDER WILL SELL PROPERTY IS TO BE SOLD TO AND CONVEY TO BUYER, AND ACCEPTED BY BUYER WILL ACCEPT THE ASSETS, IN AN “AS IS, WHERE IS, ” CONDITION WITH ALL FAULTS.” BUYER FURTHER ACKNOWLEDGES AND AGREES THAT THERE ARE . SELLER MAKES NO ORAL AGREEMENTS REPRESENTATION OR ORAL WARRANTIES OR REPRESENTATIONS COLLATERAL WARRANTY AS TO OR AFFECTING LENDER, OWNER, OWNER’S AFFILIATES THE CONDIITON OF THE PROPERTY OR ANY ENVIRONMENTAL INFORMATION REGARDING THE PROPERTY. OTHER PERSON. NEITHER LENDER NOR OWNER IS LIABLE THAN AS PROVIDED IN SECTION 15—SELLER’S REPRESENTATIONS AND WARRANTIES, SELLER MAKES NO REPRESENTATION OR BOUND IN WARRANTY OF ANY MANNER BY ANY ORAL KIND WHATSOEVER, EITHER EXPRESS OR WRITTEN STATEMENTSIMPLIED, REPRESENTATIONS OR INFORMATION PERTAINING WITH RESPECT TO THE ASSETS FURNISHED BY ANY REAL ESTATE BROKERPROPERTY; IN PARTICULAR, AGENTBUT WITHOUT LIMITATION, EMPLOYEE SELLER MAKES NO REPRESNTATIONS OR OTHER PERSON WARRANTIES WITH RESPECT TO THE USE, CONDITION, TITLE, OCCUPATION OR MANAGEMENT OF THE PROPERTY, OR COMPLIANCE WITH APPLICABLE STATUTES, LAWS, CODES, ORDINANCES, REGULATIONS, REQUIREMENTS, COVENANTS, CONDITIONS AND RESTRICTIONS (TOGETHER WITH OWNER AND OWNER’S AFFILIATES, THE “OWNER PARTIES”WHETHER OR NOT OF RECORD), UNLESS THE SAME ARE SPECIFICALLY SET FORTH OR REFERRED TO HEREIN. BUYER ACKNOWLEDGES THAT IT IS ENTERING INTO THIS AGREEMENT ON THE BASIS OF BUYER’S OWN INVESTIGATION OF THE PHYSICAL AND ENVIRONMENTAL CONDITIONS OF THE PROPERTY, INCLUDING THE SUBSURFACE CONDITIONS, AND BUYER ASSUMES THE RISK THAT ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS MAY NOT HAVE BEEN REVEALED BY ITS INVESTIGATION. BUYER ACKNOWLEDGES THAT NOTWITHSTANDING ANY PRIOR OR CONTEMPORANEOUS ORAL OR WRITTEN REPRESENTATIONS, STATEMENTS, DOCUMENTS OR UNDERSTANDINGS, THIS AGREEMENT CONTITUTES THE ENTIRE UNDERSTANDING OF THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF AND THE PURCHASE PRICE REFLECTS AND SALE OF THE “AS ISPROPETY AND SUPERSEDES ANY SUCH PRIOR OR CONTEMPORANEOUS ORAL OR WRITTEN REPRESNTATIONS, WHERE IS” NATURE OF THIS SALE AND ANY FAULTSSTATEMENTS, LIABILITIES, DEFECTS DOCUMENTS OR OTHER ADVERSE MATTERS THAT MAY BE ASSOCIATED WITH THE ASSETS. BUYER, WITH BUYER’S COUNSEL, HAS FULLY REVIEWED THE DISCLAIMERS AND WAIVERS SET FORTH IN THIS AGREEMENT, UNDERSTANDS THE SIGNIFICANCE OF EACH AND AGREES THAT THE DISCLAIMERS AND OTHER AGREEMENTS SET FORTH HEREIN ARE AN INTEGRAL PART OF THIS AGREEMENT AND THAT LENDER WOULD NOT HAVE AGREED TO SELL THE ASSETS TO BUYER FOR THE PURCHASE PRICE WITHOUT THE DISCLAIMERS AND OTHER AGREEMENTS SET FORTH IN THIS AGREEMENTUNDERSTANDINGS.

As-Is Purchase. Purchaser acknowledges that Purchaser will have independently and personally inspected the Property and that Purchaser has entered into this Agreement based upon its ability to make such examination and inspection. THE PROPERTY IS BEING SOLD IN AN “AS IS” CONDITION AND “WITH ALL FAULTS” AS OF THE DATE OF THIS AGREEMENT AND AS OF THE CLOSING DATE. EXCEPT AS EXPRESSLY SET FORTH HEREIN AND IN THE DOCUMENTS DELIVERED BY SELLER AT CLOSING, NO REPRESENTATIONS OR WARRANTIES HAVE BEEN MADE OR ARE MADE AND NO RESPONSIBILITY HAS BEEN OR IS ASSUMED BY SELLER OR BY ANY DIRECTOR, OFFICER, PERSON, FIRM, AGENT OR REPRESENTATIVE ACTING OR PURPORTING TO ACT ON BEHALF OF SELLER AS TO THE CONDITION OR REPAIR OF THE PROPERTY OR THE VALUE, EXPENSE OF OPERATION, OR 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 PROPERTY OR ANY PORTION THEREOF, INCLUDING, WITHOUT LIMITATION, (aI) BUYER ACKNOWLEDGES MATTERS OF TITLE (OTHER THAN THE SPECIAL WARRANTY OF TITLE SET FORTH IN THE DEED), (II) ENVIRONMENTAL MATTERS RELATING TO THE PROPERTY OR ANY PORTION THEREOF, (III) GEOLOGICAL CONDITIONS, INCLUDING, WITHOUT LIMITATION, SUBSURFACE CONDITIONS, (IV) DRAINAGE, (V) SOIL CONDITIONS, INCLUDING THE EXISTENCE OF INSTABILITY, PAST SOIL REPAIRS, SOIL ADDITIONS OR CONDITIONS OF SOIL FILL, OR THE SUFFICIENCY OF ANY UNDERSHORING, (VI) THE AVAILABILITY OF ANY UTILITIES TO THE PROPERTY OR ANY PORTION THEREOF INCLUDING, WITHOUT LIMITATION, WATER, SEWAGE, GAS AND AGREES ELECTRIC, (VII) USAGES OF ADJOINING PROPERTY, (VIII) ACCESS TO THE PROPERTY OR ANY PORTION THEREOF, (IX) THE VALUE, COMPLIANCE WITH THE PLANS AND SPECIFICATIONS, SIZE, LOCATION, AGE, USE, DESIGN, QUALITY, DESCRIPTION, SUITABILITY, STRUCTURAL INTEGRITY, OPERATION, TITLE TO, OR PHYSICAL OR FINANCIAL CONDITION OF THE PROPERTY OR ANY PORTION THEREOF, (X) THE EXISTENCE OR NON- EXISTENCE OF UNDERGROUND STORAGE TANKS, (XI) TAX CONSEQUENCES OR (XII) THE MERCHANTABILITY OF THE PROPERTY OR FITNESS OF THE PROPERTY FOR ANY PARTICULAR PURPOSE. THE PARTIES AGREE THAT UPON ALL UNDERSTANDINGS AND AGREEMENTS HERETOFORE MADE BETWEEN THEM OR THEIR RESPECTIVE AGENTS OR REPRESENTATIVES ARE MERGED IN THIS AGREEMENT, OTHER THAN AS EXPRESSLY SET FORTH HEREIN, THE EXHIBITS ATTACHED HERETO, AND ANY DOCUMENT EXECUTED BY SELLER AND DELIVERED TO PURCHASER AT THE CLOSING, LENDER WILL SELL WHICH ALONE FULLY AND CONVEY TO BUYERCOMPLETELY EXPRESS THEIR AGREEMENT. THE PARTIES FURTHER AGREE THAT THIS AGREEMENT HAS BEEN ENTERED INTO AFTER FULL INVESTIGATION, AND BUYER WILL ACCEPT OR WITH THE ASSETSPARTIES SATISFIED WITH THE OPPORTUNITY AFFORDED FOR INVESTIGATION, “AS ISNEITHER PARTY RELYING UPON ANY STATEMENT OR REPRESENTATION BY THE OTHER UNLESS SUCH STATEMENT OR REPRESENTATION IS SPECIFICALLY EMBODIED IN THIS AGREEMENT OR THE EXHIBITS ATTACHED HERETO, WHERE IS, WITH ALL FAULTS.” BUYER FURTHER ACKNOWLEDGES AND AGREES THAT THERE ARE NO ORAL AGREEMENTS OR ORAL WARRANTIES OR REPRESENTATIONS COLLATERAL TO OR AFFECTING LENDER, OWNER, OWNER’S AFFILIATES AND/OR ANY OTHER PERSONDOCUMENT EXECUTED BY SELLER AND DELIVERED TO PURCHASER AT THE CLOSING. NEITHER LENDER NOR OWNER IS LIABLE OR BOUND IN ANY MANNER BY ANY ORAL OR WRITTEN STATEMENTS, SELLER MAKES NO REPRESENTATIONS OR INFORMATION WARRANTIES AS TO WHETHER THE PROPERTY CONTAINS ASBESTOS OR HARMFUL OR TOXIC SUBSTANCES OR PERTAINING TO THE ASSETS FURNISHED EXTENT, LOCATION OR NATURE OF SAME. FURTHER, TO THE EXTENT THAT SELLER HAS PROVIDED OR HEREAFTER MAY PROVIDE TO PURCHASER INFORMATION FROM ANY INSPECTION, ENGINEERING OR ENVIRONMENTAL REPORTS CONCERNING ASBESTOS OR HARMFUL OR TOXIC SUBSTANCES, SELLER MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE ACCURACY OR COMPLETENESS, METHODOLOGY OF PREPARATION OR OTHERWISE CONCERNING THE CONTENTS OF SUCH REPORTS. PURCHASER ACKNOWLEDGES THAT SELLER HAS REQUESTED PURCHASER TO INSPECT FULLY THE PROPERTY AND INVESTIGATE ALL MATTERS RELEVANT THERETO AND, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE EXHIBITS ATTACHED HERETO AND ANY DOCUMENT EXECUTED BY ANY REAL ESTATE BROKERSELLER AND DELIVERED TO PURCHASER AT THE CLOSING, AGENT, EMPLOYEE TO RELY SOLELY UPON THE RESULTS OF PURCHASER’S OWN INSPECTIONS OR OTHER PERSON INFORMATION OBTAINED OR OTHERWISE AVAILABLE TO PURCHASER, RATHER THAN ANY INFORMATION THAT MAY HAVE BEEN PROVIDED BY SELLER TO PURCHASER. THE RISK THAT ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS MAY NOT HAVE BEEN REVEALED OR DISCOVERED AND MAY NOT BE DISCOVERABLE BY SUCH INVESTIGATIONS SHALL BE UPON AND WITH PURCHASER. PURCHASER HEREBY WAIVES AND RELEASES SELLER AND ITS PARTNERS, AGENTS, REPRESENTATIVES, AFFILIATES, OFFICERS AND EMPLOYEES (TOGETHER WITH OWNER AND OWNER’S AFFILIATESSELLER, THE “OWNER SELLER RELATED PARTIES”)) FROM ANY PRESENT OR FUTURE CLAIMS ARISING FROM OR RELATING TO THE PRESENCE OR ALLEGED PRESENCE OF ASBESTOS OR HARMFUL OR TOXIC SUBSTANCES IN, UNLESS ON, UNDER OR ABOUT THE SAME ARE SPECIFICALLY SET FORTH PROPERTY (EXCEPT TO THE EXTENT ANY SUCH CLAIM ARISES FROM AFFIRMATIVE ACTIONS ACTUALLY TAKEN BY SELLER DURING THE PERIOD THAT IT OWNED THE PROPERTY) INCLUDING, WITHOUT LIMITATION, ANY CLAIMS UNDER OR REFERRED ON ACCOUNT OF (I) ANY FEDERAL, STATE OR LOCAL STATUTE, LAW, RULE, REGULATION, ORDINANCE, CODE, GUIDE, WRITTEN POLICY, DIRECTIVE AND RULE OF COMMON LAW IN EFFECT APPLICABLE TO HEREINTHE PROPERTY AND IN EACH CASE AS AMENDED, AND ANY JUDICIAL OR ADMINISTRATIVE ORDER, CONSENT DECREE OR JUDGMENT, RELATING TO (X) THE ENVIRONMENT OR NATURAL RESOURCES, (Y) ANY PETROLEUM OR PETROLEUM PRODUCTS, RADIOACTIVE MATERIALS, ASBESTOS IN ANY FORM, POLYCHLORINATED BIPHENYLS, AND, TO THE EXTENT ONLY IT EXISTS AT LEVELS CONSIDERED HAZARDOUS TO HUMAN HEALTH, RADON GAS OR (Z) ANY CHEMICALS, MATERIALS OR SUBSTANCES DEFINED AS OR INCLUDED IN THE DEFINITION OF “HAZARDOUS SUBSTANCES”, HAZARDOUS WASTE”, “HAZARDOUS MATERIALS”, “EXTREMELY HAZARDOUS SUBSTANCES”, “TOXIC SUBSTANCES”, “TOXIC POLLUTANTS”, “CONTAMINANTS” OR “POLLUTANTS” UNDER ANY APPLICABLE ENVIRONMENTAL LAWS INCLUDING, WITHOUT LIMITATION, THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION AND LIABILITY ACT, 42 U.S.C. § 9601 ET SEQ.; SOLID WASTE DISPOSAL ACT, 42 U.S.C. § 6901 ET SEQ.; THE FEDERAL WATER POLLUTION CONTROL ACT, 33 U.S.C. § 1251 ET SEQ.; THE TOXIC SUBSTANCES CONTROL ACT, 15 U.S.C. § 7401 ET SEQ.; THE CLEAN AIR ACT, 42 U.S.C. § 7401 ET SEQ.; THE SAFE DRINKING WATER ACT, 42 U.S.C. § 3803 ET SEQ.; THE OIL POLLUTION ACT OF 1990, 33 U.S.C. § 2701 ET SEQ.; FEDERAL INSECTICIDE, FUNGICIDE, AND RODENTICIDE ACT, 7 U.S.C. § 136 ET SEQ., AND THE REGULATIONS PROMULGATED PURSUANT THERETO AND ANY STATE AND LOCAL COUNTERPARTS OR SUBSTANTIAL EQUIVALENTS THEREOF, (II) THIS AGREEMENT OR (III) THE COMMON LAW. BUYER FURTHERMORE, PURCHASER HEREBY RELEASES THE SELLER RELATED PARTIES FROM ANY AND ALL CLAIMS, LOSSES, DAMAGES, LIABILITIES, COSTS AND EXPENSES WHICH PURCHASER OR ANY PARTY RELATED TO OR AFFILIATED WITH PURCHASER HAS OR MAY HAVE ARISING FROM OR RELATED TO ANY MATTER OR THING RELATED TO THE PROPERTY OR THE PHYSICAL CONDITION OF THE PROPERTY, ANY CONSTRUCTION DEFECTS AND ANY ERRORS OR OMISSIONS IN THE DESIGN OR CONSTRUCTION OF THE PROPERTY AND PURCHASER WILL NOT LOOK TO ANY OF THE SELLER RELATED PARTIES IN CONNECTION WITH THE FOREGOING FOR ANY REDRESS OR RELIEF. THIS RELEASE INCLUDES CLAIMS OF WHICH PURCHASER IS PRESENTLY UNAWARE OR WHICH PURCHASER DOES NOT PRESENTLY SUSPECT TO EXIST WHICH, IF KNOWN BY PURCHASER, WOULD MATERIALLY AFFECT PURCHASER’S RELEASE TO SELLER. THIS RELEASE WILL BE GIVEN FULL FORCE AND EFFECT ACCORDING TO EACH OF ITS EXPRESS TERMS AND PROVISIONS, INCLUDING THOSE RELATING TO UNKNOWN AND UNSUSPECTED CLAIMS, DAMAGES AND CAUSES OF ACTION. PURCHASER ACKNOWLEDGES THAT THE PURCHASE PRICE (AS HEREINAFTER DEFINED) REFLECTS THE “AS IS, WHERE AS-IS” NATURE OF THIS SALE AND ANY FAULTS, LIABILITIES, DEFECTS OR OTHER ADVERSE MATTERS THAT MAY BE ASSOCIATED WITH THE ASSETSPROPERTY. BUYER, WITH BUYER’S COUNSEL, PURCHASER HAS FULLY REVIEWED THE DISCLAIMERS AND WAIVERS SET FORTH IN THIS AGREEMENT, AGREEMENT WITH ITS COUNSEL AND UNDERSTANDS THE SIGNIFICANCE OF EACH AND AGREES THAT EFFECT THEREOF. THE DISCLAIMERS TERMS AND OTHER AGREEMENTS SET FORTH HEREIN ARE AN INTEGRAL PART PROVISIONS OF THIS AGREEMENT AND THAT LENDER WOULD NOT HAVE AGREED TO SELL SECTION 2.7 SHALL SURVIVE THE ASSETS TO BUYER FOR THE PURCHASE PRICE WITHOUT THE DISCLAIMERS AND OTHER AGREEMENTS SET FORTH IN CLOSING OR ANY TERMINATION OF THIS AGREEMENT.

As-Is Purchase. (a) BUYER ACKNOWLEDGES AND AGREES THAT UPON BUYER IS ACQUIRING THE CLOSING, LENDER WILL SELL AND CONVEY TO BUYER, AND BUYER WILL ACCEPT THE ASSETS, “PROPERTY IN ITS "AS IS, WHERE IS" CONDITION, WITH ALL FAULTS.” BUYER FURTHER ACKNOWLEDGES , AND AGREES THAT THERE WITHOUT ANY WARRANTY, EXPRESS, IMPLIED OR STATUTORY, ALL OF WHICH ARE NO ORAL AGREEMENTS OR ORAL HEREBY WAIVED AND DISCLAIMED BY BUYER, EXCEPT FOR ONLY SUCH REPRESENTATIONS AND WARRANTIES OR REPRESENTATIONS COLLATERAL TO OR AFFECTING LENDER, OWNER, OWNER’S AFFILIATES OR ANY OTHER PERSON. NEITHER LENDER NOR OWNER IS LIABLE OR BOUND IN ANY MANNER BY ANY ORAL OR WRITTEN STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE ASSETS FURNISHED BY ANY REAL ESTATE BROKER, AGENT, EMPLOYEE OR OTHER PERSON (TOGETHER WITH OWNER AS ARE EXPRESSLY AND OWNER’S AFFILIATES, THE “OWNER PARTIES”), UNLESS THE SAME ARE SPECIFICALLY SET FORTH IN THIS AGREEMENT. OTHER THAN AS EXPRESSLY AND SPECIFICALLY SET FORTH HEREIN, NEITHER SELLER NOR ANY AGENTS, REPRESENTATIVES, OR REFERRED EMPLOYEES OF SELLER (INCLUDING, WITHOUT LIMITATION, BROKER (AS HEREINAFTER DEFINED)) HAVE MADE ANY REPRESENTATIONS OR WARRANTIES, DIRECT OR INDIRECT, ORAL OR WRITTEN, EXPRESS OR IMPLIED, TO HEREINBUYER OR ANY AGENTS, REPRESENTATIVES, OR EMPLOYEES OF BUYER WITH RESPECT TO THE CONDITION OR CONSTRUCTION OF THE PROPERTY, ITS FITNESS FOR ANY PARTICULAR PURPOSE, ITS MERCHANTABILITY, ITS COMPLIANCE WITH ANY LAWS, OR OTHERWISE AND BUYER IS NOT AWARE OF AND DOES NOT RELY UPON ANY SUCH REPRESENTATION. BUYER ACKNOWLEDGES THAT THE PURCHASE PRICE REFLECTS BUYER HAS HAD OR, PURSUANT TO THE “TERMS HEREOF, WILL HAVE A FULL AND COMPLETE OPPORTUNITY TO MAKE SUCH INSPECTIONS (OR HAVE SUCH INSPECTIONS MADE BY CONSULTANTS) AS ISIT DESIRES OF THE PROPERTY AND ALL FACTS RELEVANT TO ITS USE, WHERE IS” NATURE INCLUDING, WITHOUT LIMITATION, THE INTERIOR, EXTERIOR, STRUCTURE, AND CONSTRUCTION OF ALL IMPROVEMENTS, AND THE CONDITION OF SOILS AND SUBSURFACES. BUYER IS RELYING SOLELY ON ITS OWN INVESTIGATIONS OF THE PROPERTY AND NOT ON ANY INFORMATION PROVIDED BY SELLER OR ITS AGENTS. EXCEPT ONLY WITH RESPECT TO A BREACH BY SELLER OF ANY REPRESENTATION OR WARRANTY EXPRESSLY AND SPECIFICALLY CONTAINED HEREIN, BUYER HEREBY WAIVES, RELEASES AND FOREVER DISCHARGES SELLER, ANY OFFICER, PARTNER, DIRECTOR, EMPLOYEE, AGENT OR PERSON ACTING ON BEHALF OF SELLER AND ANY AFFILIATE OF SELLER OF AND FROM ANY AND ALL CLAIMS, ACTIONS, CAUSES OF ACTION, DEMANDS, RIGHTS, DAMAGES, LIABILITIES AND COSTS WHATSOEVER, DIRECT OR INDIRECT, KNOWN OR UNKNOWN, WHICH BUYER NOW HAS OR WHICH MAY ARISE IN THE FUTURE AGAINST SELLER OR ANY SUCH OTHER PARTIES RELATED IN ANY WAY TO THE PROPERTY, INCLUDING, WITHOUT LIMITATION, THEIR CONSTRUCTION, VALUE, COMPLIANCE WITH LAWS, OR CONDITION. IN FURTHERANCE OF THE FOREGOING AND NOT IN LIMITATION THEREOF, BUYER HEREBY AGREES NOT TO ASSERT ANY CLAIM FOR CONTRIBUTION, COST, RECOVERY OR OTHERWISE AGAINST SELLER OR ANY SUCH AFFILIATE (WHETHER ARISING UNDER STATUTORY LAW, COMMON LAW, FEDERAL LAW, STATE LAW OR OTHERWISE) RELATING, DIRECTLY OR INDIRECTLY, TO THE PHYSICAL CONDITION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, THE EXISTENCE OF OIL, LEAD PAINT, ASBESTOS, OR HAZARDOUS MATERIALS OR SUBSTANCES ON, OR THE ENVIRONMENTAL CONDITION OF, THE PROPERTY, WHETHER KNOWN OR UNKNOWN. THE PROVISIONS OF THIS SALE AND ANY FAULTS, LIABILITIES, DEFECTS OR OTHER ADVERSE MATTERS THAT MAY BE ASSOCIATED WITH SECTION 5.1. SHALL SURVIVE THE ASSETS. BUYER, WITH BUYER’S COUNSEL, HAS FULLY REVIEWED THE DISCLAIMERS AND WAIVERS SET FORTH IN THIS AGREEMENT, UNDERSTANDS THE SIGNIFICANCE OF EACH AND AGREES THAT THE DISCLAIMERS AND OTHER AGREEMENTS SET FORTH HEREIN ARE AN INTEGRAL PART OF THIS AGREEMENT AND THAT LENDER WOULD NOT HAVE AGREED TO SELL THE ASSETS TO BUYER FOR THE PURCHASE PRICE WITHOUT THE DISCLAIMERS AND OTHER AGREEMENTS SET FORTH IN THIS AGREEMENTCLOSING.

As-Is Purchase. (a) BUYER ACKNOWLEDGES PURCHASER HEREBY ACKNOWLEDGES, REPRESENTS, WARRANTS, COVENANTS AND AGREES THAT UPON AS A MATERIAL INDUCEMENT TO SELLER TO EXECUTE AND ACCEPT THIS AGREEMENT AND IN CONSIDERATION OF THE CLOSINGPERFORMANCE BY SELLER OF ITS DUTIES AND OBLIGATIONS UNDER THIS AGREEMENT, LENDER THE SALE OF THE PROPERTY HEREUNDER IS AND WILL SELL AND CONVEY TO BUYER, AND BUYER WILL ACCEPT THE ASSETS, BE MADE ON AN “AS IS, WHERE IS, AND WITH ALL FAULTS.” BUYER BASIS, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS ARTICLE 3, AND THAT EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS ARTICLE 3, SELLER HAS NOT MADE, DOES NOT MAKE AND SPECIFICALLY NEGATES AND DISCLAIMS ANY REPRESENTATIONS, WARRANTIES OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT, FUTURE OR OTHERWISE, OF, AS TO, CONCERNING OR WITH RESPECT TO THE PROPERTY, INCLUDING WITHOUT LIMITATION: (1) THE EXISTENCE OF HAZARDOUS MATERIALS UPON THE REAL PROPERTY OR ANY PORTION THEREOF; (2) GEOLOGICAL CONDITIONS, INCLUDING, WITHOUT LIMITATION, SUBSIDENCE, SUBSURFACE CONDITIONS, WATER TABLE, UNDERGROUND WATER RESERVOIRS, LIMITATIONS REGARDING THE WITHDRAWAL OF WATER 8 AND FAULTING; (3) WHETHER OR NOT AND TO THE EXTENT TO WHICH THE REAL PROPERTY OR ANY PORTION THEREOF IS AFFECTED BY ANY STREAM (SURFACE OR UNDERGROUND), BODY OF WATER, FLOOD PRONE AREA, FLOOD PLAIN, FLOODWAY OR SPECIAL FLOOD HAZARD; (4) DRAINAGE; (5) SOIL CONDITIONS, INCLUDING THE EXISTENCE OF INSTABILITY, PAST SOIL REPAIRS, SOIL ADDITIONS OR CONDITIONS OF SOIL FILL, OR SUSCEPTIBILITY TO LANDSLIDES, OR THE SUFFICIENCY OF ANY UNDERSHORING; (6) USAGES OF ADJOINING PROPERTIES; (7) THE VALUE, COMPLIANCE WITH THE PLANS AND SPECIFICATIONS, SIZE, LOCATION, AGE, USE, DESIGN, QUALITY, DESCRIPTION, DURABILITY, STRUCTURAL INTEGRITY, OPERATION, TITLE TO, OR PHYSICAL OR FINANCIAL CONDITION OF THE REAL PROPERTY OR ANY PORTION THEREOF, OR ANY RIGHTS OR CLAIMS ON OR AFFECTING OR PERTAINING TO THE REAL PROPERTY OR ANY PART THEREOF INCLUDING, WITHOUT LIMITATION, WHETHER OR NOT THE IMPROVEMENTS COMPLY WITH THE REQUIREMENTS OF THE AMERICANS WITH DISABILITIES ACT, THE FAIR HOUSING ACT AND/OR RELATED REGULATIONS; (8) THE PRESENCE OF HAZARDOUS MATERIALS IN, ON, UNDER OR IN THE VICINITY OF THE REAL PROPERTY; (9) THE SQUARE FOOTAGE OF THE LAND OR THE IMPROVEMENTS; (10) IMPROVEMENTS AND INFRASTRUCTURE, IF ANY; (11) DEVELOPMENT RIGHTS AND ENTITLEMENTS; (12) WATER OR WATER RIGHTS; (13) THE DEVELOPMENT POTENTIAL FOR THE PROPERTY; (14) THE ABILITY OF PURCHASER TO REZONE THE PROPERTY OR CHANGE THE USE OF THE PROPERTY; (15) THE ABILITY OF PURCHASER TO ACQUIRE ADJACENT PROPERTIES; (16) THE EXISTENCE AND POSSIBLE LOCATION OF ANY UNDERGROUND UTILITIES; (17) THE EXISTENCE AND POSSIBLE LOCATION OF ANY ENCROACHMENTS; (18) WHETHER THE IMPROVEMENTS WERE BUILT, IN WHOLE OR IN PART, IN COMPLIANCE WITH APPLICABLE BUILDING CODES; (19) THE STATUS OF ANY LIFE-SAFETY SYSTEMS IN THE IMPROVEMENTS; (20) THE CHARACTER OF THE NEIGHBORHOOD IN WHICH THE REAL PROPERTY IS SITUATED; (21) THE CONDITION OR USE OF THE PROPERTY OR COMPLIANCE OF THE PROPERTY WITH ANY OR ALL PAST, PRESENT OR FUTURE FEDERAL, STATE OR LOCAL ORDINANCES, RULES, REGULATIONS OR LAWS, BUILDING, FIRE OR ZONING ORDINANCES, CODES OR OTHER SIMILAR LAWS; (22) THE MERCHANTABILITY OF THE PROPERTY OR FITNESS OF THE PROPERTY FOR ANY PARTICULAR PURPOSE (PURCHASER AFFIRMING THAT PURCHASER HAS NOT RELIED ON SELLER’S SKILL OR JUDGMENT TO SELECT OR FURNISH THE PROPERTY FOR ANY PARTICULAR PURPOSE, AND THAT SELLER MAKES NO WARRANTY THAT THE PROPERTY IS FIT FOR ANY PARTICULAR PURPOSE); OR (23) WHETHER THE SELLER DELIVERIES DELIVERED TO PURCHASER HEREUNDER CONSTITUTE ALL MATERIAL OR IMMATERIAL DOCUMENTS IN SELLER’S POSSESSION RELATING TO THE PROPERTY. (b) PURCHASER ACKNOWLEDGES THAT AS OF THE EFFECTIVE DATE AND OTHER THAN AS STATED IN SECTION 2.2(A) ABOVE, PURCHASER SHALL 9 HAVE COMPLETED ALL PHYSICAL AND FINANCIAL EXAMINATIONS RELATING TO THE ACQUISITION OF THE PROPERTY HEREUNDER AND WILL ACQUIRE THE SAME SOLELY ON THE BASIS OF SUCH EXAMINATIONS AND THE TITLE INSURANCE PROTECTION FOR THE REAL PROPERTY AFFORDED BY PURCHASER’S TITLE POLICY AND NOT ON ANY INFORMATION PROVIDED OR TO BE PROVIDED BY SELLER EXCEPT FOR REPRESENTATIONS AND WARRANTIES OTHERWISE EXPRESSLY PROVIDED IN THIS ARTICLE 3. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT THERE ARE ANY INFORMATION PROVIDED OR TO BE PROVIDED WITH RESPECT TO THE PROPERTY WAS OBTAINED FROM A VARIETY OF SOURCES AND THAT SELLER HAS NOT MADE ANY INDEPENDENT INVESTIGATION OR VERIFICATION OF SUCH INFORMATION AND MAKES NO ORAL AGREEMENTS REPRESENTATIONS AS TO THE ACCURACY OR ORAL COMPLETENESS OF SUCH INFORMATION EXCEPT FOR REPRESENTATIONS AND WARRANTIES OR OTHERWISE EXPRESSLY PROVIDED IN THIS ARTICLE 3. SUBJECT TO THE REPRESENTATIONS COLLATERAL TO OR AFFECTING LENDERAND WARRANTIES EXPRESSLY PROVIDED BY SELLER IN THIS ARTICLE 3, OWNER, OWNER’S AFFILIATES SELLER SHALL NOT BE LIABLE FOR ANY NEGLIGENT MISREPRESENTATION OR ANY OTHER PERSON. NEITHER LENDER FAILURE TO INVESTIGATE THE PROPERTY NOR OWNER IS LIABLE OR SHALL SELLER BE BOUND IN ANY MANNER BY ANY ORAL VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS REPRESENTATIONS, APPRAISALS, ENVIRONMENTAL ASSESSMENT REPORTS, OR OTHER INFORMATION PERTAINING TO THE ASSETS PROPERTY OR THE OPERATION THEREOF, FURNISHED BY SELLER, OR BY ANY REAL ESTATE BROKER, AGENT, EMPLOYEE REPRESENTATIVE, EMPLOYEE, SERVANT OR OTHER PERSON ACTING ON SELLER’S BEHALF. (TOGETHER WITH OWNER AND OWNERc) EXCEPT FOR ANY BREACH OF ANY SURVIVING SELLER’S AFFILIATESOBLIGATIONS UNDER THIS AGREEMENT, THE CLOSING OF THE PURCHASE OF THE PROPERTY BY PURCHASER HEREUNDER SHALL BE CONCLUSIVE EVIDENCE THAT: (A) PURCHASER HAS FULLY AND COMPLETELY INSPECTED (OR HAS CAUSED TO BE FULLY AND COMPLETELY INSPECTED) THE PROPERTY; (B) PURCHASER ACCEPTS THE PROPERTY AS BEING IN GOOD AND SATISFACTORY CONDITION AND SUITABLE FOR PURCHASER’S PURPOSES; AND (C) THE PROPERTY FULLY COMPLIES WITH SELLER’S COVENANTS AND OBLIGATIONS HEREUNDER. (d) Except for claims for Seller’s breach of any surviving obligations under this Agreement, Purchaser for itself and on behalf of each of its successors and assigns (collectively, the “OWNER PARTIESReleasors”) by this general release of known and unknown claims (this “Release”) hereby irrevocably and unconditionally releases and forever discharges Seller, its affiliates (including without limitation CP Construction West, Inc.), and the managers, members, partners, directors, officers, shareholders, owners, employees, and agents of each (collectively, the “Releasees”), UNLESS THE SAME ARE SPECIFICALLY SET FORTH and each of them, which and who shall constitute intended third party beneficiaries hereof, from and against any and all claims of any kind or nature whatsoever, WHETHER KNOWN OR REFERRED TO HEREINUNKNOWN, suspected or unsuspected, fixed or contingent, liquidated or unliquidated which any of the Releasors now have, own, hold or 10 claim to have had, owned or held, against any of the Releasees arising from, based upon or related to, whether directly or indirectly, any facts, matters, circumstances, conditions or defects (whether patent or latent) of all or any kinds, related to, arising from, or based upon, whether directly or indirectly, the Property, Seller, Seller’s records or the Audit Letter (as defined in Section 12.1), including without limitation (i) the physical condition, quality and state of repair of the Property conveyed; (ii) any latent or patent defect affecting the Property conveyed, (iii) the presence of hazardous materials in, on, about or under the Real Property or which have migrated from adjacent lands to the Real Property or from the Real Property to adjacent lands, (iv) any claims arising out of alleged construction defects, and (v) the contents of the Audit Letter, including any inaccuracies therein. BUYER ACKNOWLEDGES THAT THE PURCHASE PRICE REFLECTS THE “AS ISThe foregoing Release shall be effective as of the Closing, WHERE IS” NATURE OF THIS SALE AND ANY FAULTS, LIABILITIES, DEFECTS OR OTHER ADVERSE MATTERS THAT MAY BE ASSOCIATED WITH THE ASSETSand shall survive Closing. BUYER, WITH BUYER’S COUNSEL, HAS FULLY REVIEWED THE DISCLAIMERS AND WAIVERS SET FORTH IN THIS AGREEMENT, UNDERSTANDS THE SIGNIFICANCE OF EACH AND AGREES THAT THE DISCLAIMERS AND OTHER AGREEMENTS SET FORTH HEREIN ARE AN INTEGRAL PART OF THIS AGREEMENT AND THAT LENDER WOULD NOT HAVE AGREED TO SELL THE ASSETS TO BUYER FOR THE PURCHASE PRICE WITHOUT THE DISCLAIMERS AND OTHER AGREEMENTS SET FORTH IN THIS AGREEMENT./s/ AW Purchaser’s Initials

As-Is Purchase. (aA) BUYER ACKNOWLEDGES AND AGREES THAT UPON BUYER IS PURCHASING THE CLOSING, LENDER WILL SELL PROPERTY “AS-IS” “WHERE-IS” AND CONVEY TO BUYER, AND BUYER WILL ACCEPT THE ASSETS, “AS IS, WHERE IS, WITH ALL FAULTS.” WITHOUT ANY WARRANTIES, REPRESENTATIONS (EXCEPT AS SPECIFICALLY PROVIDED IN SECTION 10 OF THIS AGREEMENT) OR IN THE DEED OR GUARANTEES, EITHER EXPRESSED OR IMPLIED, OF ANY KIND, NATURE, OR TYPE WHATSOEVER FROM OR ON BEHALF OF, SELLER. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, BUYER FURTHER ACKNOWLEDGES AND AGREES THAT THERE ARE NO ORAL AGREEMENTS SELLER HEREBY EXPRESSLY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES CONCERNING THE CONDITION OF THE PROPERTY AND ANY PORTIONS THEREOF, INCLUDING, BUT NOT LIMITED TO, (A) PHYSICAL AND ENVIRONMENTAL CONDITIONS AND IMPLIED WARRANTIES OF HABITABILITY, MERCHANTABILITY OR ORAL WARRANTIES FITNESS FOR A PARTICULAR PURPOSE, (B) THE VALUE, NATURE, QUALITY OR REPRESENTATIONS COLLATERAL CONDITION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, THE WATER, SOIL AND GEOLOGY, (C) THE INCOME TO BE DERIVED FROM THE PROPERTY, (D) THE SUITABILITY OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH BUYER MAY CONDUCT THEREON, (E) THE COMPLIANCE OF OR AFFECTING LENDERBY THE PROPERTY OR ITS OPERATION WITH ANY LAWS, OWNERRULES, OWNER’S AFFILIATES ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, (F) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROPERTY, (G) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED INTO THE PROPERTY, (H) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE PROPERTY, OR (I) ANY OTHER PERSON. NEITHER LENDER NOR OWNER IS LIABLE OR BOUND IN ANY MANNER BY ANY ORAL OR WRITTEN STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING MATTER WITH RESPECT TO THE ASSETS FURNISHED BY ANY REAL ESTATE BROKER, AGENT, EMPLOYEE OR OTHER PERSON (TOGETHER WITH OWNER AND OWNER’S AFFILIATESPROPERTY. NOTWITHSTANDING THE FOREGOING, THE “OWNER PARTIES”)PROPERTY WILL BE SOLD, UNLESS THE SAME ARE SPECIFICALLY SET FORTH OR REFERRED TO HEREIN. BUYER ACKNOWLEDGES THAT THE PURCHASE PRICE REFLECTS THE “AS ISASSIGNED, WHERE IS” NATURE OF THIS SALE TRANSFERRED AND ANY FAULTS, LIABILITIES, DEFECTS OR OTHER ADVERSE MATTERS THAT MAY BE ASSOCIATED WITH THE ASSETS. BUYER, WITH BUYER’S COUNSEL, HAS FULLY REVIEWED THE DISCLAIMERS AND WAIVERS SET FORTH IN THIS AGREEMENT, UNDERSTANDS THE SIGNIFICANCE OF EACH AND AGREES THAT THE DISCLAIMERS AND OTHER AGREEMENTS SET FORTH HEREIN ARE AN INTEGRAL PART OF THIS AGREEMENT AND THAT LENDER WOULD NOT HAVE AGREED TO SELL THE ASSETS CONVEYED TO BUYER FOR FREE AND CLEAR OF ALL LIENS, CLAIMS, INTERESTS, AND ENCUMBRANCES IN AND WITH RESPECT TO THE PURCHASE PRICE WITHOUT PROPERTY TO THE DISCLAIMERS AND OTHER AGREEMENTS SET FORTH EXTENT AUTHORIZED BY SECTION 363(F) OF THE BANKRUPTCY CODE, EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT.

As-Is Purchase. (a) BUYER ACKNOWLEDGES EXCEPT FOR SUCH SELLER REPRESENTATIONS AND AGREES THAT UPON WARRANTIES AS ARE EXPRESSLY SET FORTH IN THIS AGREEMENT OR ANY OTHER DOCUMENTS DELIVERED AT THE CLOSINGCLOSING HEREUNDER, LENDER WILL SELL AND CONVEY TO BUYER, AND BUYER WILL ACCEPT PURCHASER IS ACQUIRING THE ASSETS, PROPERTY IN ITS “AS IS, WHERE IS” CONDITION, WITH ALL FAULTS.” BUYER FURTHER ACKNOWLEDGES , AND AGREES THAT THERE WITHOUT ANY WARRANTY, EXPRESS, IMPLIED OR STATUTORY, ALL OF WHICH ARE NO ORAL AGREEMENTS OR ORAL WARRANTIES OR REPRESENTATIONS COLLATERAL TO OR AFFECTING LENDER, OWNER, OWNER’S AFFILIATES OR ANY HEREBY WAIVED AND DISCLAIMED BY PURCHASER. OTHER PERSON. NEITHER LENDER NOR OWNER IS LIABLE OR BOUND IN ANY MANNER BY ANY ORAL OR WRITTEN STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE ASSETS FURNISHED BY ANY REAL ESTATE BROKER, AGENT, EMPLOYEE OR OTHER PERSON (TOGETHER WITH OWNER AND OWNER’S AFFILIATES, THE “OWNER PARTIES”), UNLESS THE SAME ARE SPECIFICALLY SET FORTH OR REFERRED TO HEREIN. BUYER ACKNOWLEDGES THAT THE PURCHASE PRICE REFLECTS THE “THAN AS IS, WHERE IS” NATURE OF THIS SALE AND ANY FAULTS, LIABILITIES, DEFECTS OR OTHER ADVERSE MATTERS THAT MAY BE ASSOCIATED WITH THE ASSETS. BUYER, WITH BUYER’S COUNSEL, HAS FULLY REVIEWED THE DISCLAIMERS AND WAIVERS EXPRESSLY SET FORTH IN THIS AGREEMENTAGREEMENT OR IN ANY OTHER DOCUMENTS DELIVERED AT THE CLOSING HEREUNDER, UNDERSTANDS NO SELLER RELATED PARTIES HAS MADE ANY REPRESENTATIONS OR WARRANTIES, DIRECT OR INDIRECT, ORAL OR WRITTEN, EXPRESS OR IMPLIED, TO PURCHASER OR ANY AGENTS, REPRESENTATIVES, CONTRACTORS OR EMPLOYEES OF PURCHASER WITH RESPECT TO THE SIGNIFICANCE CONDITION OR CONSTRUCTION OF EACH THE PROPERTY, ITS FITNESS FOR ANY PARTICULAR PURPOSE, ITS MERCHANTABILITY, ITS COMPLIANCE WITH ANY LAWS, ZONING REGULATIONS, OR OTHERWISE AND AGREES PURCHASER IS NOT AWARE OF AND DOES NOT RELY UPON ANY SUCH REPRESENTATION. PURCHASER ACKNOWLEDGES THAT THE DISCLAIMERS INSPECTION PERIOD WILL HAVE AFFORDED PURCHASER THE OPPORTUNITY TO MAKE SUCH INSPECTIONS (OR HAVE SUCH INSPECTIONS MADE BY CONSULTANTS) AS IT DESIRES OF THE PROPERTY AND OTHER AGREEMENTS SET FORTH HEREIN ALL FACTS RELEVANT TO ITS USE, INCLUDING, WITHOUT LIMITATION, THE INTERIOR, EXTERIOR, STRUCTURE, AND CONSTRUCTION OF ALL IMPROVEMENTS, IF ANY, AND THE CONDITION OF SOILS AND SUBSURFACES. EXCEPT FOR SUCH SELLER REPRESENTATIONS AND WARRANTIES AS ARE AN INTEGRAL PART OF THIS AGREEMENT AND THAT LENDER WOULD NOT HAVE AGREED TO SELL THE ASSETS TO BUYER FOR THE PURCHASE PRICE WITHOUT THE DISCLAIMERS AND OTHER AGREEMENTS EXPRESSLY SET FORTH IN THIS AGREEMENT OR ANY OTHER DOCUMENTS DELIVERED AT THE CLOSING HEREUNDER, SELLER AND EACH PERSON ACTING OR PURPORTING TO ACT ON BEHALF OF SELLER HAS NOT, DOES NOT AND WILL NOT MAKE ANY REPRESENTATIONS OR WARRANTIES WITH REGARD TO (A) COMPLIANCE WITH ANY ENVIRONMENTAL LAWS OR LAND USE LAWS, RULES, REGULATIONS, ORDERS, OR REQUIREMENTS INCLUDING, BUT NOT LIMITED TO, THOSE PERTAINING TO THE HANDLING, GENERATING, TREATING, STORING OR DISPOSING OF ANY HAZARDOUS SUBSTANCES OR (B) ABSENCE OF ANY CLAIMS, WHETHER ASSERTED OR UNASSERTED, WITH RESPECT TO COMPLIANCE WITH ENVIRONMENTAL LAWS OR ENVIRONMENTAL CONDITIONS AT THE PROPERTY. EXCEPT WITH RESPECT TO A BREACH BY SELLER OF ANY REPRESENTATION OR WARRANTY EXPRESSLY CONTAINED IN THIS AGREEMENT AND MATTERS FOR WHICH SELLER INDEMNIFIES PURCHASER IN THIS AGREEMENT (AND SUBJECT TO THE TERMS OF THIS AGREEMENT), PURCHASER HEREBY WAIVES, RELEASES AND FOREVER DISCHARGES THE SELLER RELATED PARTIES OF AND FROM ANY AND ALL CLAIMS, ACTIONS, CAUSES OF ACTION, DEMANDS, RIGHTS, DAMAGES, LIABILITIES AND COSTS WHATSOEVER, DIRECT OR INDIRECT, KNOWN OR UNKNOWN, WHICH PURCHASER NOW HAS OR WHICH MAY ARISE IN THE FUTURE AGAINST ANY OF THE SELLER RELATED PARTIES OR ANY SUCH OTHER PARTIES RELATED IN ANY WAY TO THE PROPERTY, INCLUDING, WITHOUT LIMITATION, ITS CONSTRUCTION, VALUE, COMPLIANCE WITH LAWS, ZONING REGULATIONS, COMPLIANCE WITH ENVIRONMENTAL LAWS OR THE PRESENCE OF HAZARDOUS SUBSTANCES OR IN ANY WAY RELATING TO THE PHYSICAL CONDITION OF THE PROPERTY. IN FURTHERANCE OF THE FOREGOING SENTENCE AND NOT IN LIMITATION THEREOF, EXCEPT AS OTHERWISE PERMITTED BY THE TERMS OF THIS AGREEMENT, PURCHASER HEREBY AGREES NOT TO ASSERT ANY CLAIM FOR CONTRIBUTION, COST, RECOVERY OR OTHERWISE AGAINST THE SELLER RELATED PARTIES (WHETHER ARISING UNDER STATUTORY LAW, COMMON LAW, FEDERAL LAW, STATE LAW OR OTHERWISE) RELATING DIRECTLY OR INDIRECTLY TO THE PHYSICAL CONDITION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, THE EXISTENCE OF OIL, LEAD PAINT, ASBESTOS, OR HAZARDOUS MATERIALS OR SUBSTANCES ON, OR THE ENVIRONMENTAL CONDITION OF, THE PROPERTY, WHETHER KNOWN OR UNKNOWN. NOTWITHSTANDING THE FOREGOING, PURCHASER’S RELEASE OF SELLER AND THE SELLER RELATED PARTIES IN THIS SECTION 6 DOES NOT APPLY TO ANY CONTRIBUTION CLAIMS WHICH MAY ARISE FROM A THIRD PARTY CLAIM ASSERTED AGAINST PURCHASER AFTER CLOSING DUE TO AN ACT OF SELLER OCCURRING PRIOR TO CLOSING. THE PROVISIONS OF THIS SECTION 6 SHALL SURVIVE THE CLOSING OR TERMINATION OF THIS AGREEMENT.