Common use of AS-IS SALE; DISCLAIMERS Clause in Contracts

AS-IS SALE; DISCLAIMERS. EXCEPT FOR THE REPS AND WARRANTIES, IT IS UNDERSTOOD AND AGREED THAT SELLER IS NOT MAKING AND HAS NOT AT ANY TIME MADE ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OR REPRESENTATIONS AS TO HABITABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. PURCHASER ACKNOWLEDGES AND AGREES THAT UPON CLOSING SELLER SHALL SELL AND CONVEY TO PURCHASER AND PURCHASER SHALL ACCEPT THE PROPERTY "AS IS, WHERE IS, WITH ALL FAULTS", EXCEPT TO THE EXTENT OF THE REPS AND WARRANTIES. OTHER THAN THE REPS AND WARRANTIES, PURCHASER HAS NOT RELIED AND WILL NOT RELY ON, AND SELLER IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PROPERTY OR RELATING THERETO MADE OR FURNISHED BY SELLER, THE MANAGER OF THE PROPERTY, OR ANY PARTY REPRESENTING OR PURPORTING TO REPRESENT SELLER, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING. PURCHASER ALSO ACKNOWLEDGES THAT THE PURCHASE PRICE REFLECTS AND TAKES INTO ACCOUNT THAT THE PROPERTY IS BEING SOLD "AS IS", SUBJECT TO THE REPS AND WARRANTIES. PURSUANT TO THIS TERMS OF THIS AGREEMENT SELLER HAS GIVEN PURCHASER THE OPPORTUNITY TO CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS OF THE PROPERTY, INCLUDING BUT NOT LIMITED TO, THE PHYSICAL AND ENVIRONMENTAL CONDITIONS OF THE PROPERTY, AS PURCHASER MAY DEEM NECESSARY OR DESIRABLE TO SATISFY ITSELF AS TO THE CONDITION OF THE PROPERTY AND THE EXISTENCE OR NONEXISTENCE OR CURATIVE ACTION TO BE TAKEN WITH RESPECT TO ANY HAZARDOUS OR TOXIC SUBSTANCES ON OR DISCHARGED FROM THE PROPERTY, AND PURCHASER WILL RELY SOLELY UPON SAME AND NOT UPON ANY INFORMATION PROVIDED BY OR ON BEHALF OF SELLER OR ITS AGENTS OR EMPLOYEES WITH RESPECT THERETO, OTHER THAN THE REPS AND WARRANTIES AND COVENANTS OF SELLER. SUBJECT TO THE REPS AND WARRANTIES, UPON CLOSING, PURCHASER SHALL ASSUME THE RISK THAT ADVERSE MATTERS, INCLUDING BUT NOT LIMITED TO, CONSTRUCTION DEFECTS AND ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS, MAY NOT HAVE BEEN REVEALED BY PURCHASER'S INVESTIGATIONS, AND OTHER THAN WITH RESPECT TO THE REPS AND WARRANTIES, PURCHASER, UPON CLOSING, DOES HEREBY WAIVE, RELINQUISH AND RELEASE SELLER AND SELLER'S AFFILIATES FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION (INCLUDING, BUT NOT LIMITED TO, CAUSES OF ACTION IN TORT), LOSSES, DAMAGESLIABILITIES, COSTS AND EXPENSES (INCLUDING, BUT NOT LIMITED TO, REASONABLE ATTORNEYS' FEES) OF ANY AND EVERY KIND OR CHARACTER, KNOWN OR UNKNOWN, WHICH PURCHASER MIGHT HAVE ASSERTED OR ALLEGED AGAINST SELLER (AND SELLER'S AFFILIATES) AT ANY TIME BY REASON OF OR ARISING OUT OF ANY LATENT OR PATENT CONSTRUCTION DEFECTS OR PHYSICAL CONDITIONS, ENVIRONMENTAL CONDITIONS (INCLUDING PRESENCE OR RELEASE OF HAZARDOUS OR TOXIC SUBSTANCES ON OR ABOUT THE PROPERTY) VIOLATIONS OF ANY APPLICABLE LAWS AND ANY AND ALL OTHER ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR MATTERS REGARDING THE PROPERTY.

AS-IS SALE; DISCLAIMERS. EXCEPT FOR AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND IN THE REPS DOCUMENTS EXECUTED AND WARRANTIESDELIVERED BY SELLER TO PURCHASER AT CLOSING, IT IS UNDERSTOOD AND AGREED THAT SELLER IS NOT MAKING AND HAS NOT AT ANY TIME MADE ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OR REPRESENTATIONS AS TO HABITABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. PURCHASER ACKNOWLEDGES AND AGREES THAT UPON CLOSING SELLER SHALL SELL AND CONVEY TO PURCHASER AND PURCHASER SHALL ACCEPT THE PROPERTY "“AS IS, WHERE IS, WITH ALL FAULTS"”, EXCEPT TO THE EXTENT OF THE REPS EXPRESSLY PROVIDED FOR IN THIS AGREEMENT OR IN ANY OTHER DOCUMENT EXECUTED BY SELLER AND WARRANTIESDELIVERED TO PURCHASER AT CLOSING. OTHER THAN THE REPS AND WARRANTIES, PURCHASER HAS NOT RELIED AND WILL NOT RELY ON, AND SELLER IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PROPERTY OR RELATING THERETO (INCLUDING SPECIFICALLY, WITHOUT LIMITATION, OFFERING PACKAGES DISTRIBUTED WITH RESPECT TO THE PROPERTY) MADE OR FURNISHED BY SELLER, THE MANAGER OF THE PROPERTY, SELLER OR ANY PARTY REAL ESTATE BROKER OR AGENT REPRESENTING OR PURPORTING TO REPRESENT SELLER, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND IN THE DOCUMENTS EXECUTED AND DELIVERED BY SELLER TO PURCHASER AT CLOSING. PURCHASER ALSO ACKNOWLEDGES THAT THE PURCHASE PRICE REFLECTS AND TAKES INTO ACCOUNT THAT THE PROPERTY IS BEING SOLD "AS “AS-IS", ” SUBJECT TO ALL OF THE REPS TERMS AND WARRANTIESCONDITIONS HEREOF. PURSUANT PURCHASER REPRESENTS TO THIS TERMS OF THIS AGREEMENT SELLER THAT PURCHASER HAS GIVEN PURCHASER THE OPPORTUNITY TO CONDUCTED, OR WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS OF THE PROPERTY, INCLUDING BUT NOT LIMITED TO, THE PHYSICAL AND ENVIRONMENTAL CONDITIONS OF THE PROPERTYTHEREOF, AS PURCHASER MAY DEEM DEEMS NECESSARY OR DESIRABLE TO SATISFY ITSELF AS TO THE CONDITION OF THE PROPERTY AND THE EXISTENCE OR NONEXISTENCE OR CURATIVE ACTION TO BE TAKEN WITH RESPECT TO ANY HAZARDOUS OR TOXIC SUBSTANCES ON OR DISCHARGED FROM THE PROPERTY, AND PURCHASER WILL RELY SOLELY UPON SAME AND NOT UPON ANY INFORMATION PROVIDED BY OR ON BEHALF OF SELLER OR ITS AGENTS OR EMPLOYEES WITH RESPECT THERETO, OTHER THAN THE REPS AND SUCH REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLERSELLER AS ARE EXPRESSLY SET FORTH IN THIS AGREEMENT AND IN THE DOCUMENTS EXECUTED AND DELIVERED BY SELLER TO PURCHASER AT CLOSING. SUBJECT EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND IN THE DOCUMENTS EXECUTED AND DELIVERED BY SELLER TO THE REPS AND WARRANTIESPURCHASER AT CLOSING, UPON CLOSING, PURCHASER SHALL ASSUME THE RISK THAT ADVERSE MATTERS, INCLUDING BUT NOT LIMITED TO, CONSTRUCTION DEFECTS AND ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS, MAY NOT HAVE BEEN REVEALED BY PURCHASER'S ’S INVESTIGATIONS, AND OTHER THAN EXCEPT WITH RESPECT TO MATTERS WHICH BY THE REPS AND WARRANTIESEXPRESS TERMS OF THIS AGREEMENT SURVIVE CLOSING, PURCHASER, UPON CLOSING, DOES HEREBY WAIVESHALL BE DEEMED TO HAVE WAIVED, RELINQUISH RELINQUISHED AND RELEASE RELEASED SELLER (AND SELLER'S AFFILIATES ’S PARTNERS, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES AND AGENTS) FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION (INCLUDING, BUT NOT LIMITED TO, INCLUDING CAUSES OF ACTION IN TORT), LOSSES, DAMAGESLIABILITIESDAMAGES, LIABILITIES, COSTS AND EXPENSES (INCLUDING, BUT NOT LIMITED TO, INCLUDING REASONABLE ATTORNEYS' ’ FEES) OF ANY AND EVERY KIND OR CHARACTER, KNOWN OR UNKNOWN, WHICH PURCHASER MIGHT HAVE ASSERTED OR ALLEGED AGAINST SELLER (AND SELLER'S AFFILIATES’S PARTNERS, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES AND AGENTS) AT ANY TIME BY REASON OF OR ARISING OUT OF ANY LATENT OR PATENT CONSTRUCTION DEFECTS OR PHYSICAL CONDITIONS, ENVIRONMENTAL CONDITIONS (INCLUDING PRESENCE OR RELEASE OF HAZARDOUS OR TOXIC SUBSTANCES ON OR ABOUT THE PROPERTY) CONDITIONS, VIOLATIONS OF ANY APPLICABLE LAWS AND ANY AND ALL OTHER ACTSFACTS, OMISSIONS, EVENTS, EVENTS CIRCUMSTANCES OR MATTERS REGARDING THE PROPERTY.

AS-IS SALE; DISCLAIMERS. EXCEPT FOR THE REPS AND WARRANTIESAS EXPRESSLY SET FORTH IN THIS AGREEMENT, IT IS UNDERSTOOD AND AGREED THAT NEITHER SELLER NOR ANY OF ITS REPRESENTATIVES, INCLUDING WITHOUT LIMITATION SELLER’S BROKER, IS NOT MAKING AND HAS SHALL NOT AT ANY TIME BE DEEMED TO HAVE MADE ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OR REPRESENTATIONS AS TO HABITABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. PURCHASER ACKNOWLEDGES AND AGREES THAT UPON CLOSING SELLER SHALL SELL AND CONVEY TO PURCHASER PURCHASER, AND PURCHASER SHALL ACCEPT ACCEPT, THE PROPERTY "AS IS, WHERE IS, WITH ALL FAULTSFAULTS AND DEFECTS", EXCEPT TO THE EXTENT OF THE REPS AND WARRANTIESEXPRESSLY PROVIDED OTHERWISE IN THIS AGREEMENT. OTHER THAN THE REPS AND WARRANTIES, PURCHASER HAS NOT RELIED AND WILL NOT RELY ON, AND SELLER IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PROPERTY OR RELATING THERETO (INCLUDING SPECIFICALLY, WITHOUT LIMITATION, OFFERING PACKAGES OR MEMORANDA DISTRIBUTED WITH RESPECT TO THE PROPERTY) MADE OR FURNISHED BY SELLER, THE MANAGER MANAGERS OF THE PROPERTY, SELLER’S BROKER OR ANY PARTY AGENT REPRESENTING OR PURPORTING TO REPRESENT SELLER, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, UNLESS SPECIFICALLY SET FORTH IN THIS AGREEMENT. PURCHASER ALSO ACKNOWLEDGES THAT THE PURCHASE PRICE REFLECTS AND TAKES INTO ACCOUNT THAT THE PROPERTY IS BEING SOLD "AS AS-IS", SUBJECT WHERE IS, WITH ALL FAULTS AND DEFECTS." PURCHASER REPRESENTS TO THE REPS AND WARRANTIES. PURSUANT TO THIS TERMS OF THIS AGREEMENT SELLER THAT PURCHASER HAS GIVEN PURCHASER THE OPPORTUNITY TO CONDUCTED, OR WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS OF THE PROPERTY, INCLUDING BUT NOT LIMITED TO, THE PHYSICAL AND ENVIRONMENTAL CONDITIONS OF THE PROPERTYTHEREOF, AS PURCHASER MAY DEEM DEEMS NECESSARY OR DESIRABLE TO SATISFY ITSELF AS TO THE CONDITION OF THE PROPERTY AND THE EXISTENCE OR NONEXISTENCE OR CURATIVE ACTION TO BE TAKEN WITH RESPECT TO ANY HAZARDOUS SUBSTANCES ON, IN OR TOXIC SUBSTANCES ON UNDER OR DISCHARGED FROM THE PROPERTY, AND PURCHASER WILL RELY SOLELY UPON SAME AND NOT UPON ANY INFORMATION PROVIDED BY OR ON BEHALF OF SELLER OR ITS AGENTS OR EMPLOYEES WITH RESPECT THERETO, OTHER THAN THE REPS AND SUCH REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLERSELLER AS ARE EXPRESSLY SET FORTH IN THIS AGREEMENT. SUBJECT TO THE REPS AND WARRANTIESEXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, UPON CLOSING, PURCHASER SHALL ASSUME THE RISK THAT ADVERSE MATTERS, INCLUDING BUT NOT LIMITED TO, CONSTRUCTION DEFECTS AND ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS, MAY NOT HAVE BEEN REVEALED BY PURCHASER'S INVESTIGATIONS, AND OTHER THAN WITH RESPECT TO THE REPS AND WARRANTIES, PURCHASER, UPON CLOSING, DOES HEREBY WAIVESHALL BE DEEMED TO HAVE WAIVED, RELINQUISH RELINQUISHED AND RELEASE RELEASED SELLER AND SELLER'S AFFILIATES ALL OTHER SELLER PARTIES (AS SAID TERM IS HEREIN DEFINED) FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION (INCLUDING, INCLUDING BUT NOT LIMITED TO, TO CAUSES OF ACTION ARISING BY, IN OR UNDER CONTRACT, TORT, STATUTE OR ANY OTHER LEGAL OR EQUITABLE THEORY WHATSOEVER), RIGHTS OR CLAIMS OF CONTRIBUTION, LOSSES, DAMAGESLIABILITIESDAMAGES, LIABILITIES, COSTS AND EXPENSES (INCLUDING, BUT NOT LIMITED TO, REASONABLE INCLUDING ATTORNEYS' FEES) OF ANY AND EVERY KIND OR CHARACTER, KNOWN OR UNKNOWN, WHICH PURCHASER MIGHT HAVE ASSERTED OR ALLEGED AGAINST SELLER (AND SELLER'S AFFILIATES) OR ANY OF THE OTHER SELLER PARTIES AT ANY TIME BY REASON OF OR ARISING OUT OF OR IN ANY WAY CONNECTED WITH (SUBJECT TO THE TERMS OF THIS AGREEMENT) ANY LATENT OR PATENT CONSTRUCTION DEFECTS OR PHYSICAL CONDITIONS, ENVIRONMENTAL CONDITIONS (INCLUDING PRESENCE OR RELEASE OF HAZARDOUS OR TOXIC SUBSTANCES ON OR ABOUT THE PROPERTY) VIOLATIONS OF ANY APPLICABLE LAWS AND ANY AND ALL OTHER ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR MATTERS REGARDING THE PROPERTY, INCLUDING BUT NOT LIMITED TO ANY ENVIRONMENTAL LAWS APPLICABLE TO THE PROPERTY OR ANY HAZARDOUS SUBSTANCES LOCATED ON, IN OR UNDER OR DISCHARGED FROM THE PROPERTY.

AS-IS SALE; DISCLAIMERS. BUYER ACKNOWLEDGES AND AGREES THAT EXCEPT FOR AS EXPRESSLY SET FORTH HEREIN OR IN THE REPS DOCUMENTS TO BE DELIVERED BY SELLER AND/OR BUYER AT CLOSING, NEITHER BUYER NOR SELLER HAS MADE, AND BUYER AND SELLER DO NOT MAKE AND SPECIFICALLY NEGATE AND DISCLAIM ANY REPRESENTATIONS, WARRANTIES, IT IS UNDERSTOOD AND AGREED THAT SELLER IS NOT MAKING AND HAS NOT AT ANY TIME MADE ANY WARRANTIES PROMISES, COVENANTS, AGREEMENTS OR REPRESENTATIONS GUARANTIES OF ANY KIND OR CHARACTERCHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO (A) THE VALUE, NATURE, QUALITY OR CONDITION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, THE WATER, SOIL AND GEOLOGY, (B) THE INCOME TO BE DERIVED FROM THE PROPERTY, (C) THE SUITABILITY OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH BUYER OR ANY TENANT MAY CONDUCT THEREON, (D) THE COMPLIANCE OF OR BY THE PROPERTY OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCE OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROPERTY, (F) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED INTO THE PROPERTY, (G) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE PROPERTY, OR (H) COMPLIANCE WITH ANY ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS, INCLUDING THE EXISTENCE IN OR ON THE PROPERTY OF HAZARDOUS MATERIALS, MOLD OR MOLD CONDITION AND/OR METHANE GAS AND TAR (BUYER SPECIFICALLY ACKNOWLEDGING THAT PORTION OF THE PROPERTY MAY BE SUBJECT TO SEEPAGE OR METHANE GAS AND TAR FROM EXISTING UNDERGROUND CONDITIONS), (I) ZONING OR OTHER LAND USE REGULATION TO WHICH THE PROPERTY OR ANY PORTION THEREOF MAY BE SUBJECT, (J) THE AVAILABILITY OF ANY UTILITIES TO THE PROPERTY OR ANY PORTION THEREOF INCLUDING, WITHOUT LIMITATION, WATER, SEWAGE, GAS AND ELECTRIC, (K) USAGES OF ANY ADJOINING PROPERTY, (L) ACCESS TO THE PROPERTY OF ANY PORTION THEREOF, (M) 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 PROPERTY OR ANY PORTION THEREOF, OR ANY INCOME, EXPENSES, CHARGES, LIENS, ENCUMBRANCES, RIGHTS OF CLAIMS ON OR AFFECTING OR PERTAINING TO THE PROPERTY OR ANY PART THEREOF, (N) 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, REGULATION OR LAWS, BUILDING, FIRE OR ZONING ORDINANCES, CODES OR OTHER SIMILAR LAWS, (O) THE EXISTENCE OR NON-EXISTENCE OF UNDERGROUND STORAGE TANKS, (P) ANY OTHER MATTER AFFECTING THE STABILITY OR INTEGRITY OF THE LAND OR IMPROVEMENTS, (Q) THE POTENTIAL FOR FURTHER DEVELOPMENT OF THE PROPERTY, (R) THE EXISTENCE OF VESTED LAND USE, ZONING OR BUILDING ENTITLEMENTS AFFECTING THE PROPERTY, OR (S) ANY OTHER MATTER WITH RESPECT TO THE PROPERTY. ADDITIONALLY, INCLUDINGEXCEPT AS SET FORTH HEREIN OR IN THE DOCUMENTS TO BE DELIVERED BY SELLER AND/OR BUYER AT CLOSING, BUT NOT LIMITED TONO PERSON ACTING ON BEHALF OF BUYER OR SELLER IS AUTHORIZED TO MAKE, AND BY EXECUTION HEREOF OF BUYER ACKNOWLEDGES THAT NO PERSON HAS MADE, ANY WARRANTIES REPRESENTATION, AGREEMENT, STATEMENT, WARRANTY, GUARANTY OR REPRESENTATIONS AS TO HABITABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. PURCHASER ACKNOWLEDGES AND AGREES THAT UPON CLOSING SELLER SHALL SELL AND CONVEY TO PURCHASER AND PURCHASER SHALL ACCEPT THE PROPERTY "AS IS, WHERE IS, WITH ALL FAULTS", EXCEPT TO THE EXTENT OF THE REPS AND WARRANTIES. OTHER THAN THE REPS AND WARRANTIES, PURCHASER HAS NOT RELIED AND WILL NOT RELY ON, AND SELLER IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO PROMISE REGARDING THE PROPERTY OR RELATING THERETO THE TRANSACTION CONTEMPLATED HEREIN; AND NO SUCH REPRESENTATION, WARRANTY, AGREEMENT, GUARANTY, STATEMENT OR PROMISE IF ANY, MADE OR FURNISHED BY SELLER, THE MANAGER OF THE PROPERTY, OR ANY PARTY REPRESENTING OR PURPORTING TO REPRESENT SELLER, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING. PURCHASER ALSO ACKNOWLEDGES THAT THE PURCHASE PRICE REFLECTS AND TAKES INTO ACCOUNT THAT THE PROPERTY IS BEING SOLD "AS IS", SUBJECT TO THE REPS AND WARRANTIES. PURSUANT TO THIS TERMS OF THIS AGREEMENT SELLER HAS GIVEN PURCHASER THE OPPORTUNITY TO CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS OF THE PROPERTY, INCLUDING BUT NOT LIMITED TO, THE PHYSICAL AND ENVIRONMENTAL CONDITIONS OF THE PROPERTY, AS PURCHASER MAY DEEM NECESSARY OR DESIRABLE TO SATISFY ITSELF AS TO THE CONDITION OF THE PROPERTY AND THE EXISTENCE OR NONEXISTENCE OR CURATIVE ACTION TO BE TAKEN WITH RESPECT TO ANY HAZARDOUS OR TOXIC SUBSTANCES ON OR DISCHARGED FROM THE PROPERTY, AND PURCHASER WILL RELY SOLELY UPON SAME AND NOT UPON ANY INFORMATION PROVIDED BY OR PERSON ACTING ON BEHALF OF BUYER SHALL BE VALID OR BINDING UPON SELLER UNLESS EXPRESSLY SET FORTH HEREIN OR ITS AGENTS IN THE DOCUMENTS TO BE DELIVERED BY SELLER AT CLOSING. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EXCEPT AS OTHERWISE SET FORTH IN THIS AGREEMENT OR EMPLOYEES WITH RESPECT THERETO, THE OTHER THAN THE REPS AND WARRANTIES AND COVENANTS OF SELLER. SUBJECT DOCUMENTS TO THE REPS AND WARRANTIESBE DELIVERED BY SELLER AND/OR BUYER AT CLOSING, UPON CLOSING, PURCHASER BUYER SHALL ASSUME THE RISK THAT ADVERSE MATTERSBE DEEMED TO HAVE WAIVED, INCLUDING BUT NOT LIMITED TO, CONSTRUCTION DEFECTS RELINQUISHED AND ADVERSE PHYSICAL RELEASED (AND ENVIRONMENTAL CONDITIONS, MAY NOT HAVE BEEN REVEALED BY PURCHASER'S INVESTIGATIONS, AND OTHER THAN WITH RESPECT TO THE REPS AND WARRANTIES, PURCHASER, UPON CLOSING, BUYER DOES HEREBY WAIVE, RELINQUISH AND RELEASE RELEASE) SELLER (AND SELLER'S AFFILIATES ITS RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, SUCCESSORS AND ASSIGNS) (COLLECTIVELY, THE “SELLER RELEASED PARTIES”) FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION (INCLUDING, BUT NOT LIMITED TO, INCLUDING CAUSES OF ACTION IN TORT), LOSSES, DAMAGESLIABILITIESDAMAGES, LIABILITIES, COSTS AND EXPENSES (INCLUDING, BUT NOT LIMITED TO, INCLUDING REASONABLE ATTORNEYS' ’ FEES) OF ANY AND EVERY KIND OR CHARACTER, KNOWN OR UNKNOWN, WHICH PURCHASER BUYER MIGHT HAVE ASSERTED OR ALLEGED AGAINST BUYER AND SELLER (AND SELLER'S AFFILIATESTHEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES AND AGENTS) AT ANY TIME BY REASON OF OR ARISING OUT OF ANY LATENT OR PATENT CONSTRUCTION DEFECTS OR PHYSICAL CONDITIONS, ENVIRONMENTAL CONDITIONS (INCLUDING PRESENCE VIOLATIONS OR RELEASE OF HAZARDOUS OR TOXIC SUBSTANCES ON OR ABOUT THE PROPERTY) VIOLATIONS OF ANY APPLICABLE LAWS AND ANY AND ALL OTHER ACTSFACTS, OMISSIONS, EVENTS, EVENTS CIRCUMSTANCES OR MATTERS REGARDING THE PROPERTY.. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS SECTION 8.1 OR ELSEWHERE IN THIS AGREEMENT , IN NO EVENT SHALL SELLER OR ANY OF THE SELLER RELEASED PARTIES BE RELIEVED OF ANY LIABILITY, NOR SHALL BUYER BE PREVENTED FROM PURSUING ANY RECOURSE AGAINST SELLER WITH RESPECT TO, AND NOTHING CONTAINED IN THE FOREGOING PROVISIONS OF THIS SECTION 8.1 SHALL IN ANY MANNER LIMIT ANY CLAIMS AGAINST OR LIABILITIES OF SELLER OR THE SELLER RELEASED PARTIES ARISING OUT OF (A) ANY BREACH BY SELLER OF ANY REPRESENTATION, WARRANTY OR COVENANT CONTAINED IN THIS AGREEMENT OR ANY CLOSING DOCUMENTS OR EXHIBITS HERETO, (B) ANY OTHER OBLIGATION OR LIABILITY OF SELLER EXPRESSLY SET FORTH IN THIS AGREEMENT OR ANY CLOSING DOCUMENTS OR EXHIBITS HERETO, (C) ANY CLAIMS BY A PARTY OTHER THAN BUYER OR AN AFFILIATE OF BUYER ARISING DURING SELLER’S PERIOD OF OWNERSHIP, OR (D) SELLER’S FRAUD OR INTENTIONAL MISREPRESENTATION. BUYER FURTHER ACKNOWLEDGES AND AGREES THAT ANY INFORMATION PROVIDED OR TO BE PROVIDED OR MADE AVAILABLE TO BUYER WITH RESPECT TO THE PROPERTY (INCLUDING, WITHOUT LIMITATION, ANY OF THE TITLE INFORMATION OR PROPERTY INFORMATION) WAS OBTAINED FROM A VARIETY OF SOURCES AND THAT NEITHER BUYER NOR SELLER HAS MADE ANY INDEPENDENT INVESTIGATION OR VERIFICATION OF SUCH INFORMATION AND EXCEPT TO THE EXTENT OTHERWISE SET FORTH EXPRESSLY HEREIN OR THE OTHER DOCUMENTS TO BE DELIVERED BY SELLER AND/OR BUYER AT CLOSING, MAKES NO REPRESENTATIONS AS TO THE ACCURACY, TRUTHFULNESS OR COMPLETENESS OF SUCH INFORMATION. NEITHER BUYER NOR SELLER NOR ANY OF THEIR RESPECTIVE AFFILIATES IF OR SHALL BE LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENT, REPRESENTATION OR INFORMATION PERTAINING TO THE PROPERTY, OR THE OPERATION THEREOF, FURNISHED BY ANY REAL ESTATE BROKER, CONTRACTOR, AGENT, EMPLOYEE, SERVANT OR OTHER PERSON. 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. IT IS UNDERSTOOD AND AGREED THAT THE PURCHASE PRICE HAS BEEN ADJUSTED BY PRIOR NEGOTIATION TO REFLECT THAT ALL OF THE PROPERTY IS SOLD BY SELLER AND PURCHASED BY BUYER SUBJECT TO THE FOREGOING. THE PROVISIONS OF THIS SECTION SHALL SURVIVE THE CLOSING OR ANY TERMINATION HEREOF. WITHOUT LIMITATION ON THE FOREGOING, NOTHING IN THIS AGREEMENT SHALL BE INTERPRETED OR CONSTRUED AS A REPRESENTATION, WARRANTY OR COMMITMENT BY BUYER OR SELLER THAT ANY TITLE INSURANCE OR FINANCING SHALL BE AVAILABLE TO BUYER IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREUNDER NOR SHALL SUCH TRANSACTIONS OR THE OBLIGATIONS OF THE PARTIES IN ANY WAY BE CONDITIONED UPON THE AVAILABILITY OF ANY SUCH TITLE INSURANCE OR FINANCING. BUYER IS AWARE OF THE PROVISIONS OF SECTION 1542 OF THE CALIFORNIA CIVIL CODE, WHICH SECTIONS 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 RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR. BUYER HEREBY WAIVES THE PROVISIONS OF SAID SECTION 1542 OF THE CALIFORNIA CIVIL CODE AND THE PROVISIONS OF ANY OTHER APPLICABLE LAWS RESTRICTING THE RELEASE OF CLAIMS WHICH BUYER DID NOT KNOW OR SUSPECT TO EXIST AT THE TIME OF RELEASE, WHICH, IF KNOWN, WOULD HAVE MATERIALLY AFFECTED THE DECISION TO AGREE TO THIS RELEASE. BUYER HEREBY AGREES, REPRESENTS AND WARRANTS TO SELLER AND ITS RESPECTIVE AFFILIATES THAT IT HAS HAD ADVISE OR COUNSEL OF ITS OWN CHOOSING IN NEGOTIATIONS FOR AND THE PREPARATION OF THIS AGREEMENT, INCLUDING THE FOREGOING RELEASE, THAT IT HAS READ THE PROVISIONS OF THIS AGREEMENT, INCLUDING THE FOREGOING RELEASE, THAT IT HAS HAD THE FOREGOING RELEASE FULLY EXPLAINED BY SUCH COUNSEL, AND THAT IT IS FULLY AWARE OF ITS CONTENTS AND LEGAL EFFECT. Buyer’s Initials Seller’s Initials

AS-IS SALE; DISCLAIMERS. WITH RESPECT TO CLAUSES (i) THROUGH (iv) BELOW, EXCEPT IN THE CASE OF A BREACH BY SELLER OF THE REPRESENTATIONS AND WARRANTIES CONTAINED IN SECTION 8, AND EXCEPT FOR THE REPS AND WARRANTIES, IT IS UNDERSTOOD AND AGREED THAT SELLER’S BREACH OF ITS COVENANT SET FORTH IN SECTION 3D: i. SELLER IS NOT MAKING MAKING, AND HAS NOT AT ANY TIME MADE MADE, ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROPERTYPREMISES, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OR REPRESENTATIONS AS TO HABITABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. ii. PURCHASER ACKNOWLEDGES AND AGREES THAT UPON CLOSING SELLER SHALL SELL AND CONVEY TO PURCHASER BUYER, AND PURCHASER BUYER SHALL ACCEPT ACCEPT, THE PROPERTY "PREMISES “AS IS, WHERE IS, WITH ALL FAULTS", EXCEPT TO THE EXTENT OF THE REPS AND WARRANTIES”. OTHER THAN THE REPS AND WARRANTIES, PURCHASER BUYER HAS NOT RELIED AND WILL NOT RELY ON, AND SELLER IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PROPERTY PREMISES OR RELATING THERETO MADE OR FURNISHED BY SELLER, THE MANAGER OF THE PROPERTY, SELLER OR ANY PARTY REAL ESTATE BROKER OR AGENT REPRESENTING OR PURPORTING TO REPRESENT SELLER, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING. PURCHASER ALSO ALL MATERIALS, DATA AND INFORMATION DELIVERED BY SELLER TO BUYER, OR OTHERWISE MADE AVAILABLE TO BUYER, IN CONNECTION WITH THE TRANSACTION CONTEMPLATED HEREBY ARE PROVIDED TO BUYER AS A CONVENIENCE ONLY AND ANY RELIANCE ON OR USE OF SUCH MATERIALS, DATA OR INFORMATION BY BUYER SHALL BE AT THE SOLE RISK OF BUYER. NEITHER SELLER, NOR ANY AFFILIATE OF SELLER, NOR THE PERSON OR ENTITY WHICH PREPARED ANY REPORT OR REPORTS MADE AVAILABLE BY SELLER TO BUYER SHALL HAVE ANY LIABILITY TO BUYER FOR ANY INACCURACY IN OR OMISSION FROM ANY SUCH REPORTS. BUYER ACKNOWLEDGES THAT THE PURCHASE PRICE REFLECTS AND TAKES INTO ACCOUNT THAT THE PROPERTY PREMISES IS BEING SOLD "“AS IS", SUBJECT .” iii. BUYER REPRESENTS AND COVENANTS TO THE REPS AND WARRANTIES. PURSUANT TO THIS TERMS OF THIS AGREEMENT SELLER THAT BUYER HAS GIVEN PURCHASER THE OPPORTUNITY TO CONDUCT PRIOR TO CLOSING, CONDUCTED SUCH INVESTIGATIONS OF THE PROPERTYPREMISES, INCLUDING BUT NOT LIMITED TO, THE PHYSICAL AND ENVIRONMENTAL CONDITIONS OF THE PROPERTYTHEREOF, AS PURCHASER MAY DEEM BUYER DEEMS NECESSARY OR DESIRABLE TO SATISFY ITSELF AS TO THE CONDITION OF THE PROPERTY PREMISES AND THE EXISTENCE OR NONEXISTENCE OF, OR CURATIVE ACTION TO BE TAKEN WITH RESPECT TO TO, ANY HAZARDOUS OR TOXIC SUBSTANCES ON OR DISCHARGED FROM THE PROPERTYPREMISES, AND PURCHASER WILL RELY SOLELY UPON SAME AND NOT UPON ANY INFORMATION PROVIDED BY OR ON BEHALF OF SELLER OR ITS AGENTS OR EMPLOYEES WITH RESPECT THERETO, OTHER THAN THE REPS AND WARRANTIES AND COVENANTS OF SELLER. iv. SUBJECT TO THE REPS AND WARRANTIES, UPON CLOSING, PURCHASER BUYER SHALL AUTOMATICALLY ASSUME THE RISK THAT ADVERSE MATTERS, INCLUDING BUT NOT LIMITED TO, CONSTRUCTION DEFECTS AND ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS, MAY NOT HAVE BEEN REVEALED BY PURCHASER'S BUYER’S INVESTIGATIONS, AND OTHER THAN WITH RESPECT TO THE REPS AND WARRANTIES, PURCHASERBUYER, UPON CLOSING, DOES HEREBY WAIVESHALL BE DEEMED TO HAVE WAIVED, RELINQUISH RELINQUISHED AND RELEASE RELEASED SELLER (AND SELLER'S AFFILIATES ’S AFFILIATES, PREDECESSORS, SUCCESSORS, PARTNERS, MEMBERS, OFFICERS, DIRECTORS, SHAREHOLDERS, TRUSTEES, EMPLOYEES, AGENTS, REPRESENTATIVES, LENDERS, CONSULTANTS AND ATTORNEYS) FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION IN LAW OR IN EQUITY (INCLUDING, BUT NOT LIMITED TO, INCLUDING CAUSES OF ACTION IN TORT), LOSSES, DAMAGESLIABILITIESDAMAGES, LIABILITIES, COSTS AND EXPENSES (INCLUDING, BUT NOT LIMITED TO, INCLUDING REASONABLE ATTORNEYS' ’ FEES) OF ANY AND EVERY KIND OR CHARACTER, KNOWN OR UNKNOWN, FIXED OR CONTINGENT, WHICH PURCHASER BUYER MIGHT HAVE ASSERTED OR ALLEGED AGAINST SELLER (AND SELLER'S ’S AFFILIATES, PREDECESSORS, SUCCESSORS, PARTNERS, MEMBERS, OFFICERS, DIRECTORS, SHAREHOLDERS, TRUSTEES, EMPLOYEES, AGENTS, REPRESENTATIVES, LENDERS, CONSULTANTS AND ATTORNEYS) AT ANY TIME BY REASON OF OR ARISING OUT OF ANY LATENT OR PATENT CONSTRUCTION DEFECTS OR PHYSICAL CONDITIONS, ENVIRONMENTAL CONDITIONS (INCLUDING PRESENCE OR RELEASE OF HAZARDOUS OR TOXIC SUBSTANCES ON OR ABOUT THE PROPERTY) VIOLATIONS OF ANY APPLICABLE LAWS AND ANY AND ALL OTHER ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR MATTERS REGARDING THE PROPERTYPREMISES. THE UNDERSIGNED ACKNOWLEDGES THAT IT HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS 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.” THE UNDERSIGNED, BEING AWARE OF THIS CODE SECTION, HEREBY EXPRESSLY WAIVES ANY RIGHTS IT MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPALS OF SIMILAR EFFECT. ______________________ Buyer’s Initials

AS-IS SALE; DISCLAIMERS. EXCEPT FOR THE REPS AND WARRANTIESAS EXPRESSLY SET FORTH IN THIS AGREEMENT, IT IS UNDERSTOOD AND AGREED THAT SELLER IS NOT MAKING AND HAS NOT AT ANY TIME MADE ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OR REPRESENTATIONS AS TO HABITABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. PURCHASER BUYER ACKNOWLEDGES AND AGREES THAT UPON CLOSING SELLER SHALL SELL AND CONVEY TO PURCHASER BUYER AND PURCHASER BUYER SHALL ACCEPT THE PROPERTY "AS IS, WHERE IS, WITH ALL FAULTS", EXCEPT TO THE EXTENT OF THE REPS AND WARRANTIESEXPRESSLY PROVIDED OTHERWISE IN THIS AGREEMENT. OTHER THAN THE REPS AND WARRANTIES, PURCHASER BUYER HAS NOT RELIED AND WILL NOT RELY ON, AND SELLER IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PROPERTY OR RELATING THERETO (INCLUDING SPECIFICALLY, WITHOUT LIMITATION, OFFERING PACKAGES DISTRIBUTED WITH RESPECT TO THE PROPERTY) MADE OR FURNISHED BY SELLER, THE MANAGER MANAGERS OF THE PROPERTY, OR ANY PARTY REAL ESTATE BROKER OR AGENT REPRESENTING OR PURPORTING TO REPRESENT SELLER, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, UNLESS SPECIFICALLY SET FORTH IN THIS AGREEMENT. PURCHASER XXXXX ALSO ACKNOWLEDGES THAT THE PURCHASE PRICE REFLECTS AND TAKES INTO ACCOUNT THAT THE PROPERTY IS BEING SOLD "AS AS-IS"." BUYER REPRESENTS TO SELLER THAT BUYER HAS CONDUCTED, SUBJECT TO THE REPS AND WARRANTIES. PURSUANT TO THIS TERMS OF THIS AGREEMENT SELLER HAS GIVEN PURCHASER THE OPPORTUNITY TO OR WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS OF THE PROPERTY, INCLUDING BUT NOT LIMITED TO, THE PHYSICAL AND ENVIRONMENTAL CONDITIONS OF THE PROPERTYTHEREOF, AS PURCHASER MAY DEEM BUYER DEEMS NECESSARY OR DESIRABLE TO SATISFY ITSELF AS TO THE CONDITION OF THE PROPERTY AND THE EXISTENCE OR NONEXISTENCE OR CURATIVE ACTION TO BE TAKEN WITH RESPECT TO ANY HAZARDOUS OR TOXIC SUBSTANCES ON OR DISCHARGED FROM THE PROPERTY, AND PURCHASER WILL RELY SOLELY UPON SAME AND NOT UPON ANY INFORMATION PROVIDED BY OR ON BEHALF OF SELLER OR ITS AGENTS OR EMPLOYEES WITH RESPECT THERETO, OTHER THAN THE REPS AND SUCH REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLERSELLER AS ARE EXPRESSLY SET FORTH IN THIS AGREEMENT. SUBJECT TO THE REPS AND WARRANTIES, UPON CLOSING, PURCHASER BUYER SHALL ASSUME THE RISK THAT ADVERSE MATTERS, INCLUDING BUT NOT LIMITED TO, CONSTRUCTION DEFECTS AND ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS, MAY NOT HAVE BEEN REVEALED BY PURCHASERBUYER'S INVESTIGATIONS, AND OTHER THAN WITH RESPECT TO THE REPS AND WARRANTIES, PURCHASERBUYER, UPON CLOSING, DOES HEREBY WAIVESHALL BE DEEMED TO HAVE WAIVED, RELINQUISH RELINQUISHED AND RELEASE RELEASED SELLER (AND SELLER'S AFFILIATES OFFICERS, DIRECTORS, MEMBERS, EMPLOYEES AND AGENTS) FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION (INCLUDING, BUT NOT LIMITED TO, INCLUDING CAUSES OF ACTION IN TORT), LOSSES, DAMAGESLIABILITIESDAMAGES, LIABILITIES, COSTS AND EXPENSES (INCLUDING, BUT NOT LIMITED TO, INCLUDING REASONABLE ATTORNEYS' FEES) OF ANY AND EVERY KIND OR CHARACTER, KNOWN OR UNKNOWN, WHICH PURCHASER BUYER MIGHT HAVE ASSERTED OR ALLEGED AGAINST SELLER (AND SELLER'S AFFILIATESOFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES AND AGENTS) AT ANY TIME BY REASON OF OR ARISING OUT OF ANY LATENT OR PATENT CONSTRUCTION DEFECTS OR PHYSICAL CONDITIONS, ENVIRONMENTAL CONDITIONS (INCLUDING PRESENCE OR RELEASE OF HAZARDOUS OR TOXIC SUBSTANCES ON OR ABOUT THE PROPERTY) VIOLATIONS OF ANY APPLICABLE LAWS AND ANY AND ALL OTHER ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR MATTERS REGARDING THE PROPERTY.

AS-IS SALE; DISCLAIMERS. EXCEPT FOR AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND IN THE REPS AND WARRANTIESDOCUMENTS TO BE EXECUTED BY SELLER AT THE CLOSING, IT IS UNDERSTOOD AND AGREED THAT SELLER IS NOT MAKING AND HAS NOT AT ANY TIME MADE ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OR REPRESENTATIONS AS TO HABITABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. PURCHASER ACKNOWLEDGES AND AGREES THAT UPON CLOSING SELLER SHALL SELL AND CONVEY TO PURCHASER AND PURCHASER SHALL ACCEPT THE PROPERTY "“AS IS, WHERE IS, WITH ALL FAULTS"”, EXCEPT TO THE EXTENT OF EXPRESSLY PROVIDED OTHERWISE IN THIS AGREEMENT AND IN THE REPS AND WARRANTIESDOCUMENTS TO BE EXECUTED BY SELLER AT THE CLOSING. OTHER THAN THE REPS AND WARRANTIES, PURCHASER HAS NOT RELIED AND WILL NOT RELY ON, AND SELLER IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PROPERTY OR RELATING THERETO (INCLUDING SPECIFICALLY, WITHOUT LIMITATION, OFFERING PACKAGES DISTRIBUTED WITH RESPECT TO THE PROPERTY) MADE OR FURNISHED BY SELLER, THE MANAGER MANAGERS OF THE PROPERTY, OR ANY PARTY REAL ESTATE BROKER OR AGENT REPRESENTING OR PURPORTING TO REPRESENT SELLER, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, UNLESS SPECIFICALLY SET FORTH IN THIS AGREEMENT OR IN THE DOCUMENTS TO BE EXECUTED BY SELLER AT THE CLOSING. PURCHASER ALSO ACKNOWLEDGES THAT THE PURCHASE PRICE REFLECTS AND TAKES INTO ACCOUNT THAT THE PROPERTY IS BEING SOLD "AS “AS-IS", SUBJECT TO THE REPS AND WARRANTIES. PURSUANT TO THIS TERMS OF THIS AGREEMENT SELLER HAS GIVEN PURCHASER THE OPPORTUNITY TO CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS OF THE PROPERTY, INCLUDING BUT NOT LIMITED TO, THE PHYSICAL AND ENVIRONMENTAL CONDITIONS OF THE PROPERTY, AS PURCHASER MAY DEEM NECESSARY OR DESIRABLE TO SATISFY ITSELF AS TO THE CONDITION OF THE PROPERTY AND THE EXISTENCE OR NONEXISTENCE OR CURATIVE ACTION TO BE TAKEN WITH RESPECT TO ANY HAZARDOUS OR TOXIC SUBSTANCES ON OR DISCHARGED FROM THE PROPERTY, AND PURCHASER WILL RELY SOLELY UPON SAME AND NOT UPON ANY INFORMATION PROVIDED BY OR ON BEHALF OF SELLER OR ITS AGENTS OR EMPLOYEES WITH RESPECT THERETO, OTHER THAN THE REPS AND WARRANTIES AND COVENANTS OF SELLER. SUBJECT TO THE REPS AND WARRANTIES, UPON CLOSING, PURCHASER SHALL ASSUME THE RISK THAT ADVERSE MATTERS, INCLUDING BUT NOT LIMITED TO, CONSTRUCTION DEFECTS AND ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS, MAY NOT HAVE BEEN REVEALED BY PURCHASER'S INVESTIGATIONS, AND OTHER THAN WITH RESPECT TO THE REPS AND WARRANTIES, PURCHASER, UPON CLOSING, DOES HEREBY WAIVE, RELINQUISH AND RELEASE SELLER AND SELLER'S AFFILIATES FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION (INCLUDING, BUT NOT LIMITED TO, CAUSES OF ACTION IN TORT), LOSSES, DAMAGESLIABILITIES, COSTS AND EXPENSES (INCLUDING, BUT NOT LIMITED TO, REASONABLE ATTORNEYS' FEES) OF ANY AND EVERY KIND OR CHARACTER, KNOWN OR UNKNOWN, WHICH PURCHASER MIGHT HAVE ASSERTED OR ALLEGED AGAINST SELLER (AND SELLER'S AFFILIATES) AT ANY TIME BY REASON OF OR ARISING OUT OF ANY LATENT OR PATENT CONSTRUCTION DEFECTS OR PHYSICAL CONDITIONS, ENVIRONMENTAL CONDITIONS (INCLUDING PRESENCE OR RELEASE OF HAZARDOUS OR TOXIC SUBSTANCES ON OR ABOUT THE PROPERTY) VIOLATIONS OF ANY APPLICABLE LAWS AND ANY AND ALL OTHER ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR MATTERS REGARDING THE PROPERTY.”

AS-IS SALE; DISCLAIMERS. PURCHASER ACKNOWLEDGES AND AGREES THAT EXCEPT FOR AS EXPRESSLY SET FORTH HEREIN OR IN THE REPS DOCUMENTS TO BE DELIVERED BY SELLER AND/OR GECC AT CLOSING, NEITHER GECC NOR SELLER HAS MADE, AND GECC AND SELLER DO NOT MAKE AND SPECIFICALLY NEGATE AND DISCLAIM ANY REPRESENTATIONS, WARRANTIES, IT IS UNDERSTOOD AND AGREED THAT SELLER IS NOT MAKING AND HAS NOT AT ANY TIME MADE ANY WARRANTIES PROMISES, COVENANTS, AGREEMENTS OR REPRESENTATIONS GUARANTIES OF ANY KIND OR CHARACTERCHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO (A) THE VALUE, NATURE, QUALITY OR CONDITION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, THE WATER, SOIL AND GEOLOGY, (B) THE INCOME TO BE DERIVED FROM THE PROPERTY, (C) THE SUITABILITY OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER OR ANY TENANT MAY CONDUCT THEREON, (D) THE COMPLIANCE OF OR BY THE PROPERTY OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROPERTY, (F) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED INTO THE PROPERTY, (G) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE PROPERTY, OR (H) COMPLIANCE WITH ANY ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS, INCLUDING THE EXISTENCE IN OR ON THE PROPERTY OF HAZARDOUS MATERIALS, MOLD OR MOLD CONDITION (AS SUCH TERMS ARE DEFINED BELOW) AND/OR METHANE GAS AND TAR (PURCHASER SPECIFICALLY ACKNOWLEDGING THAT PORTIONS OF THE PROPERTY MAY BE SUBJECT TO SEEPAGE OF METHANE GAS AND TAR FROM EXISTING UNDERGROUND CONDITIONS), (I) ZONING OR OTHER LAND USE REGULATION TO WHICH THE PROPERTY OR ANY PORTION THEREOF MAY BE SUBJECT, (J) THE AVAILABILITY OF ANY UTILITIES TO THE PROPERTY OR ANY PORTION THEREOF INCLUDING, WITHOUT LIMITATION, WATER, SEWAGE, GAS AND ELECTRIC, (K) USAGES OF ANY ADJOINING PROPERTY, (L) ACCESS TO THE PROPERTY OR ANY PORTION THEREOF, (M) 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 PROPERTY OR ANY PORTION THEREOF, OR ANY INCOME, EXPENSES, CHARGES, LIENS, ENCUMBRANCES, RIGHTS OF CLAIMS ON OR AFFECTING OR PERTAINING TO THE PROPERTY OR ANY PART THEREOF, (N) 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, (O) THE EXISTENCE OR NON-EXISTENCE OF UNDERGROUND STORAGE TANKS, (P) ANY OTHER MATTER AFFECTING THE STABILITY OR INTEGRITY OF THE LAND OR IMPROVEMENTS, (Q) THE POTENTIAL FOR FURTHER DEVELOPMENT OF THE PROPERTY, (R) THE EXISTENCE OF VESTED LAND USE, ZONING OR BUILDING ENTITLEMENTS AFFECTING THE PROPERTY, OR (S) ANY OTHER MATTER WITH RESPECT TO THE PROPERTY. ADDITIONALLY, EXCEPT AS SET FORTH HEREIN OR IN THE DOCUMENTS TO BE DELIVERED BY SELLER AND/OR GECC AT CLOSING, NO PERSON ACTING ON BEHALF OF GECC OR SELLER IS AUTHORIZED TO MAKE, AND BY EXECUTION HEREOF OF PURCHASER ACKNOWLEDGES THAT NO PERSON HAS MADE, ANY REPRESENTATION, AGREEMENT, STATEMENT, WARRANTY, GUARANTY OR PROMISE REGARDING THE PROPERTY OR THE TRANSACTION CONTEMPLATED HEREIN; AND NO SUCH REPRESENTATION, WARRANTY, AGREEMENT, GUARANTY, STATEMENT OR PROMISE IF ANY, MADE BY ANY PERSON ACTING ON BEHALF OF GECC SELLER SHALL BE VALID OR BINDING UPON SELLER UNLESS EXPRESSLY SET FORTH HEREIN OR IN THE DOCUMENTS TO BE DELIVERED BY SELLER AT CLOSING. PURCHASER IS RELYING SOLELY ON ITS OWN INVESTIGATION OF THE PROPERTY AND NOT ON ANY INFORMATION PROVIDED OR TO BE PROVIDED BY GECC, ARDEN OR SELLER, AND PURCHASER WAIVES ANY RIGHT TO TERMINATE THIS AGREEMENT BASED ON ANY ITEMS DESCRIBED IN THIS SECTION 9.1 AND FURTHER AGREES TO ACCEPT THE PROPERTY AT THE CLOSING AND WAIVE ALL OBJECTIONS OR CLAIMS AGAINST GECC OR SELLER OR THEIR RESPECTIVE AFFILIATES (INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES RIGHT OR REPRESENTATIONS AS TO HABITABILITY, MERCHANTABILITY CLAIM OF CONTRIBUTION) ARISING FROM OR FITNESS FOR A PARTICULAR PURPOSE. PURCHASER ACKNOWLEDGES AND AGREES THAT UPON CLOSING SELLER SHALL SELL AND CONVEY TO PURCHASER AND PURCHASER SHALL ACCEPT THE PROPERTY "AS IS, WHERE IS, WITH ALL FAULTS", EXCEPT TO THE EXTENT OF THE REPS AND WARRANTIES. OTHER THAN THE REPS AND WARRANTIES, PURCHASER HAS NOT RELIED AND WILL NOT RELY ON, AND SELLER IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING RELATED TO THE PROPERTY OR RELATING THERETO MADE TO ANY HAZARDOUS MATERIALS, MOLD OR FURNISHED BY SELLER, THE MANAGER OF MOLD CONDITION AND/OR METHANE GAS AND TAR ON THE PROPERTY, OR ANY PARTY REPRESENTING OR PURPORTING TO REPRESENT SELLER, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY EXCEPT AS SET FORTH HEREIN OR IN WRITINGTHE DOCUMENTS TO BE DELIVERED BY SELLER AT CLOSING. PURCHASER ALSO ACKNOWLEDGES THAT WITHOUT LIMITING THE PURCHASE PRICE REFLECTS AND TAKES INTO ACCOUNT THAT GENERALITY OF THE PROPERTY IS BEING SOLD "FOREGOING, EXCEPT AS IS", SUBJECT TO THE REPS AND WARRANTIES. PURSUANT TO THIS TERMS OF OTHERWISE SET FORTH IN THIS AGREEMENT OR THE OTHER DOCUMENTS TO BE DELIVERED BY SELLER HAS GIVEN PURCHASER THE OPPORTUNITY TO CONDUCT PRIOR TO AND/OR GECC AT CLOSING, SUCH INVESTIGATIONS OF THE PROPERTYUPON CLOSING PURCHASER SHALL BE DEEMED TO HAVE WAIVED, INCLUDING BUT NOT LIMITED TO, THE PHYSICAL RELINQUISHED AND ENVIRONMENTAL CONDITIONS OF THE PROPERTY, AS PURCHASER MAY DEEM NECESSARY OR DESIRABLE TO SATISFY ITSELF AS TO THE CONDITION OF THE PROPERTY AND THE EXISTENCE OR NONEXISTENCE OR CURATIVE ACTION TO BE TAKEN WITH RESPECT TO ANY HAZARDOUS OR TOXIC SUBSTANCES ON OR DISCHARGED FROM THE PROPERTY, RELEASED (AND PURCHASER WILL RELY SOLELY UPON SAME AND NOT UPON ANY INFORMATION PROVIDED BY OR ON BEHALF OF SELLER OR ITS AGENTS OR EMPLOYEES WITH RESPECT THERETO, OTHER THAN THE REPS AND WARRANTIES AND COVENANTS OF SELLER. SUBJECT TO THE REPS AND WARRANTIES, UPON CLOSING, PURCHASER SHALL ASSUME THE RISK THAT ADVERSE MATTERS, INCLUDING BUT NOT LIMITED TO, CONSTRUCTION DEFECTS AND ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS, MAY NOT HAVE BEEN REVEALED BY PURCHASER'S INVESTIGATIONS, AND OTHER THAN WITH RESPECT TO THE REPS AND WARRANTIES, PURCHASER, UPON CLOSING, DOES HEREBY WAIVE, RELINQUISH AND RELEASE RELEASE) GECC, ARDEN AND SELLER (AND SELLER'S AFFILIATES THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, SUCCESSORS AND ASSIGNS) FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION (INCLUDING, BUT NOT LIMITED TO, INCLUDING CAUSES OF ACTION IN TORT), LOSSES, DAMAGESLIABILITIESDAMAGES, LIABILITIES, COSTS AND EXPENSES (INCLUDING, BUT NOT LIMITED TO, INCLUDING REASONABLE ATTORNEYS' ’ FEES) OF ANY AND EVERY KIND OR CHARACTER, KNOWN OR UNKNOWN, WHICH PURCHASER MIGHT HAVE ASSERTED OR ALLEGED AGAINST GECC, ARDEN AND SELLER (AND SELLER'S AFFILIATESTHEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES AND AGENTS) AT ANY TIME BY REASON OF OR ARISING OUT OF ANY LATENT OR PATENT CONSTRUCTION DEFECTS OR PHYSICAL CONDITIONS, ENVIRONMENTAL CONDITIONS (INCLUDING PRESENCE VIOLATIONS OR RELEASE OF HAZARDOUS OR TOXIC SUBSTANCES ON OR ABOUT THE PROPERTY) VIOLATIONS OF ANY APPLICABLE LAWS AND ANY AND ALL OTHER ACTSFACTS, OMISSIONS, EVENTS, EVENTS CIRCUMSTANCES OR MATTERS REGARDING THE PROPERTY.. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT ANY INFORMATION PROVIDED OR TO BE PROVIDED OR MADE AVAILABLE TO PURCHASER WITH RESPECT TO THE PROPERTY (INCLUDING, WITHOUT LIMITATION, ANY OF THE TITLE INFORMATION OR PROPERTY INFORMATION) WAS OBTAINED FROM A VARIETY OF SOURCES AND THAT NEITHER GECC, ARDEN NOR SELLER HAS MADE ANY INDEPENDENT INVESTIGATION OR VERIFICATION OF SUCH INFORMATION AND EXCEPT TO THE EXTENT OTHERWISE SET FORTH EXPRESSLY HEREIN OR THE OTHER DOCUMENTS TO BE DELIVERED BY SELLER AND/OR GECC AT CLOSING, MAKES NO REPRESENTATIONS AS TO THE ACCURACY, TRUTHFULNESS OR COMPLETENESS OF SUCH INFORMATION. NEITHER GECC, ARDEN NOR SELLER NOR ANY OF THEIR RESPECTIVE AFFILIATES IS OR SHALL BE LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENT, REPRESENTATION OR INFORMATION PERTAINING TO THE PROPERTY, OR THE OPERATION THEREOF, FURNISHED BY ANY REAL ESTATE BROKER, CONTRACTOR, AGENT, EMPLOYEE, SERVANT OR OTHER PERSON. PURCHASER 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. IT IS UNDERSTOOD AND AGREED THAT THE PURCHASE PRICE HAS BEEN ADJUSTED BY PRIOR NEGOTIATION TO REFLECT THAT ALL OF THE PROPERTY IS SOLD BY SELLER AND PURCHASED BY PURCHASER SUBJECT TO THE FOREGOING. THE PROVISIONS OF THIS SECTION SHALL SURVIVE THE CLOSING OR ANY TERMINATION HEREOF. WITHOUT LIMITATION ON THE FOREGOING, NOTHING IN THIS AGREEMENT SHALL BE INTERPRETED OR CONSTRUED AS A REPRESENTATION, WARRANTY OR COMMITMENT BY GECC OR SELLER THAT ANY TITLE INSURANCE OR FINANCING SHALL BE AVAILABLE TO PURCHASER IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREUNDER NOR SHALL SUCH TRANSACTIONS OR THE OBLIGATIONS OF THE PARTIES IN ANY WAY BE CONDITIONED UPON THE AVAILABILITY OF ANY SUCH TITLE INSURANCE OR FINANCING. PURCHASER IS AWARE OF THE PROVISIONS OF SECTION 1542 OF THE CALIFORNIA CIVIL CODE, WHICH SECTION 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 RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR. PURCHASER HEREBY WAIVES THE PROVISIONS OF SAID SECTION 1542 OF THE CALIFORNIA CIVIL CODE AND THE PROVISIONS OF ANY OTHER APPLICABLE LAWS RESTRICTING THE RELEASE OF CLAIMS WHICH PURCHASER DID NOT KNOW OR SUSPECT TO EXIST AT THE TIME OF RELEASE, WHICH, IF KNOWN, WOULD HAVE MATERIALLY AFFECTED THE DECISION TO AGREE TO THIS RELEASE. PURCHASER HEREBY AGREES, REPRESENTS AND WARRANTS TO GECC, SELLER AND THEIR RESPECTIVE AFFILIATES THAT IT HAS HAD ADVICE OF COUNSEL OF ITS OWN CHOOSING IN NEGOTIATIONS FOR AND THE PREPARATION OF THIS AGREEMENT, INCLUDING THE FOREGOING RELEASE, THAT IT HAS READ THE PROVISIONS OF THIS AGREEMENT, INCLUDING THE FOREGOING RELEASE, THAT IT HAS HAD THE FOREGOING RELEASE FULLY EXPLAINED BY SUCH COUNSEL, AND THAT IT IS FULLY AWARE OF ITS CONTENTS AND LEGAL EFFECT. /s/ THC /s/ JEP Purchaser’s Initials GECC’s Initials

AS-IS SALE; DISCLAIMERS. EXCEPT FOR THE REPS AND WARRANTIESAS EXPRESSLY SET FORTH IN THIS AGREEMENT, IT IS UNDERSTOOD AND AGREED THAT SELLER IS NOT MAKING AND HAS NOT AT ANY TIME MADE ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OR REPRESENTATIONS AS TO HABITABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. PURCHASER ACKNOWLEDGES AND AGREES THAT UPON CLOSING SELLER SHALL SELL AND CONVEY TO PURCHASER AND PURCHASER SHALL ACCEPT THE PROPERTY "AS IS, WHERE IS, WITH ALL FAULTS", EXCEPT TO THE EXTENT OF THE REPS AND WARRANTIESEXPRESSLY PROVIDED OTHERWISE IN THIS AGREEMENT. OTHER THAN THE REPS AND WARRANTIES, PURCHASER HAS NOT RELIED AND WILL NOT RELY ON, AND SELLER IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PROPERTY OR RELATING THERETO (INCLUDING SPECIFICALLY, WITHOUT LIMITATION, OFFERING PACKAGES DISTRIBUTED WITH RESPECT TO THE PROPERTY) MADE OR FURNISHED BY SELLER, THE MANAGER MANAGERS OF THE PROPERTY, OR ANY PARTY REAL ESTATE BROKER OR AGENT REPRESENTING OR PURPORTING TO REPRESENT SELLER, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, UNLESS SPECIFICALLY SET FORTH IN THIS AGREEMENT. PURCHASER ALSO ACKNOWLEDGES THAT THE PURCHASE PRICE REFLECTS AND TAKES INTO ACCOUNT THAT THE PROPERTY IS BEING SOLD "AS AS-IS"." PURCHASER REPRESENTS TO SELLER THAT PURCHASER HAS CONDUCTED, SUBJECT TO THE REPS AND WARRANTIES. PURSUANT TO THIS TERMS OF THIS AGREEMENT SELLER HAS GIVEN PURCHASER THE OPPORTUNITY TO OR WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS OF THE PROPERTY, INCLUDING BUT NOT LIMITED TO, THE PHYSICAL AND ENVIRONMENTAL CONDITIONS OF THE PROPERTYTHEREOF, AS PURCHASER MAY DEEM DEEMS NECESSARY OR DESIRABLE TO SATISFY ITSELF AS TO THE CONDITION OF THE PROPERTY AND THE EXISTENCE OR NONEXISTENCE OR CURATIVE ACTION TO BE TAKEN WITH RESPECT TO ANY HAZARDOUS OR TOXIC SUBSTANCES ON OR DISCHARGED FROM THE PROPERTY, AND PURCHASER WILL RELY SOLELY UPON SAME AND NOT UPON ANY INFORMATION PROVIDED BY OR ON BEHALF OF SELLER OR ITS AGENTS OR EMPLOYEES WITH RESPECT THERETO, OTHER THAN THE REPS AND SUCH REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLERSELLER AS ARE EXPRESSLY SET FORTH IN THIS AGREEMENT. SUBJECT TO THE REPS AND WARRANTIES, UPON CLOSING, PURCHASER SHALL ASSUME THE RISK THAT ADVERSE MATTERS, INCLUDING BUT NOT LIMITED TO, CONSTRUCTION DEFECTS AND ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS, MAY NOT HAVE BEEN REVEALED BY PURCHASER'S INVESTIGATIONS, AND OTHER THAN WITH RESPECT TO THE REPS AND WARRANTIES, PURCHASER, UPON CLOSING, DOES HEREBY WAIVESHALL BE DEEMED TO HAVE WAIVED, RELINQUISH RELINQUISHED AND RELEASE RELEASED SELLER (AND SELLER'S AFFILIATES OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES AND AGENTS) FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION (INCLUDING, BUT NOT LIMITED TO, INCLUDING CAUSES OF ACTION IN TORT), LOSSES, DAMAGESLIABILITIESDAMAGES, LIABILITIES, COSTS AND EXPENSES (INCLUDING, BUT NOT LIMITED TO, INCLUDING REASONABLE ATTORNEYS' FEES) OF ANY AND EVERY KIND OR CHARACTER, KNOWN OR UNKNOWN, WHICH PURCHASER MIGHT HAVE ASSERTED OR ALLEGED AGAINST SELLER (AND SELLER'S AFFILIATESOFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES AND AGENTS) AT ANY TIME BY REASON OF OR ARISING OUT OF ANY LATENT OR PATENT CONSTRUCTION DEFECTS OR PHYSICAL CONDITIONS, ENVIRONMENTAL CONDITIONS (INCLUDING PRESENCE OR RELEASE OF HAZARDOUS OR TOXIC SUBSTANCES ON OR ABOUT THE PROPERTY) VIOLATIONS OF ANY APPLICABLE LAWS AND ANY AND ALL OTHER ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR MATTERS REGARDING THE PROPERTY.

AS-IS SALE; DISCLAIMERS. EXCEPT FOR THE REPS SELLER EXPRESSLY DISCLAIMS, AND PURCHASER ACKNOWLEDGES AND ACCEPTS THAT SELLER HAS DISCLAIMED, MAKING ANY REPRESENTATIONS, WARRANTIES, IT IS UNDERSTOOD AND AGREED THAT SELLER IS NOT MAKING AND HAS NOT AT ANY TIME MADE ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED, ASSURANCES WITH RESPECT TO THE PROPERTYPROPERTY OTHER THAN AS SPECIFICALLY SET OUT HEREIN OR IN ANY DOCUMENTS DELIVERED TO PURCHASER IN CONNECTION WITH THE CLOSING PURSUANT TO THIS AGREEMENT, SUCH AS THE DEED, XXXX OF SALE OR CERTIFICATE REAFFIRMING REPRESENTATIONS AND WARRANTIES (COLLECTIVELY, THE “CLOSING DOCUMENTS”), SPECIFICALLY INCLUDING, BUT NOT LIMITED TO, ANY REPRESENTATIONS OR WARRANTIES OR REPRESENTATIONS AS TO HABITABILITYMATTERS OF TITLE, ZONING, TAX CONSEQUENCES, PHYSICAL CONDITION, OPERATING HISTORY OR PROJECTIONS, VALUATIONS, GOVERNMENTAL APPROVALS OR GOVERNMENTAL REGULATIONS. PURCHASER AGREES THAT WITH RESPECT TO THE PROPERTY IT WILL RELY UPON ITS INSPECTION THEREOF OR ITS DETERMINATIONS NOT TO INSPECT THE SAME, AND UPON CLOSING SHALL ACCEPT THE PROPERTY IN ITS “AS IS” CONDITION, WITH ALL FAULTS, AND WITHOUT REFERENCE TO MERCHANTABILITY OR FITNESS FOR A PARTICULAR ANY SPECIFIC PURPOSE. PURCHASER ACKNOWLEDGES AND AGREES THAT UPON CLOSING SELLER SHALL SELL AND CONVEY , SUBJECT, HOWEVER, TO PURCHASER AND PURCHASER SHALL ACCEPT THE PROPERTY "AS ISSELLER’S REPRESENTATIONS, WHERE IS, WITH ALL FAULTS", EXCEPT TO THE EXTENT OF THE REPS AND WARRANTIES. OTHER THAN THE REPS AND WARRANTIES, PURCHASER HAS NOT RELIED COVENANTS AND WILL NOT RELY ON, AND SELLER IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PROPERTY OR RELATING THERETO MADE OR FURNISHED BY SELLER, THE MANAGER OF THE PROPERTY, OR ANY PARTY REPRESENTING OR PURPORTING TO REPRESENT SELLER, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY ASSURANCES SPECIFICALLY SET OUT HEREIN OR IN WRITING. PURCHASER ALSO ACKNOWLEDGES THAT THE PURCHASE PRICE REFLECTS AND TAKES INTO ACCOUNT THAT THE PROPERTY IS BEING SOLD "AS IS", SUBJECT TO THE REPS AND WARRANTIES. PURSUANT TO THIS TERMS OF THIS AGREEMENT SELLER HAS GIVEN PURCHASER THE OPPORTUNITY TO CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS OF THE PROPERTY, INCLUDING BUT NOT LIMITED TO, THE PHYSICAL AND ENVIRONMENTAL CONDITIONS OF THE PROPERTY, AS PURCHASER MAY DEEM NECESSARY OR DESIRABLE TO SATISFY ITSELF AS TO THE CONDITION OF THE PROPERTY AND THE EXISTENCE OR NONEXISTENCE OR CURATIVE ACTION TO BE TAKEN WITH RESPECT TO ANY HAZARDOUS OR TOXIC SUBSTANCES ON OR DISCHARGED FROM THE PROPERTY, AND PURCHASER WILL RELY SOLELY UPON SAME AND NOT UPON ANY INFORMATION PROVIDED BY OR ON BEHALF OF SELLER OR ITS AGENTS OR EMPLOYEES WITH RESPECT THERETO, OTHER THAN THE REPS AND WARRANTIES AND COVENANTS OF SELLER. SUBJECT TO THE REPS AND WARRANTIES, UPON CLOSING, PURCHASER SHALL ASSUME THE RISK THAT ADVERSE MATTERS, INCLUDING BUT NOT LIMITED TO, CONSTRUCTION DEFECTS AND ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS, MAY NOT HAVE BEEN REVEALED BY PURCHASER'S INVESTIGATIONS, AND OTHER THAN WITH RESPECT TO THE REPS AND WARRANTIES, PURCHASER, UPON CLOSING, DOES HEREBY WAIVE, RELINQUISH AND RELEASE SELLER AND SELLER'S AFFILIATES FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION (INCLUDING, BUT NOT LIMITED TO, CAUSES OF ACTION IN TORT), LOSSES, DAMAGESLIABILITIES, COSTS AND EXPENSES (INCLUDING, BUT NOT LIMITED TO, REASONABLE ATTORNEYS' FEES) OF ANY AND EVERY KIND OR CHARACTER, KNOWN OR UNKNOWN, WHICH PURCHASER MIGHT HAVE ASSERTED OR ALLEGED AGAINST SELLER (AND SELLER'S AFFILIATES) AT ANY TIME BY REASON OF OR ARISING OUT OF ANY LATENT OR PATENT CONSTRUCTION DEFECTS OR PHYSICAL CONDITIONS, ENVIRONMENTAL CONDITIONS (INCLUDING PRESENCE OR RELEASE OF HAZARDOUS OR TOXIC SUBSTANCES ON OR ABOUT THE PROPERTY) VIOLATIONS OF ANY APPLICABLE LAWS AND ANY AND ALL OTHER ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR MATTERS REGARDING THE PROPERTYCLOSING DOCUMENTS.

AS-IS SALE; DISCLAIMERS. EXCEPT FOR THE REPS AND WARRANTIESAS EXPRESSLY SET FORTH IN THIS AGREEMENT, IT IS UNDERSTOOD AND AGREED THAT SELLER IS NOT MAKING AND HAS NOT AT ANY TIME MADE ANY WARRANTIES WARRANTIES, REPRESENTATIONS, GUARANTIES, COVENANTS OR REPRESENTATIONS STATEMENTS OF ANY KIND TYPE, KIND, NATURE OR CHARACTERCHARACTER WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES WARRANTIES, REPRESENTATIONS, GUARANTIES, COVENANTS OR REPRESENTATIONS STATEMENTS AS TO HABITABILITY, MERCHANTABILITY OR FITNESS OF THE PROPERTY FOR A PARTICULAR PURPOSE, THE INCOME, EXPENSES, OPERATION OR PROFITABILITY OF THE PROPERTY, THE OPERATING HISTORY OF OR ANY PROJECTIONS RELATING TO THE PROPERTY, THE VALUATION OF THE PROPERTY, ANY TAX TREATMENT, WHETHER INCOME OR OTHERWISE, RELATED TO THE PROPERTY, OR AS TO THE PHYSICAL, STRUCTURAL, OR ENVIRONMENTAL CONDITION OF THE PROPERTY (INCLUDING, WITHOUT LIMITATION, HAZARDOUS MATERIALS (AS HEREINAFTER DEFINED) IN, ON, ABOUT, OR MIGRATING FROM THE PROPERTY), ITS COMPLIANCE WITH LAWS OR WITH RESPECT TO THE ZONING OF, OR ANY APPROVALS, LICENSES OR PERMITS REQUIRED FOR THE PROPERTY, OR THE SUITABILITY OF THE PROPERTY FOR PURCHASER'S INTENDED USE THEREOF OR THE ABILITY OR FEASIBILITY TO CONVERT THE PROPERTY OR ANY PORTION THEREOF TO ANY OTHER OR PARTICULAR USE, OR WITH RESPECT TO THE AVAILABILITY OF ACCESS, INGRESS OR EGRESS TO THE PROPERTY, THE NEED FOR OR COMPLIANCE WITH GOVERNMENTAL OR THIRD PARTY APPROVALS OR GOVERNMENTAL REGULATIONS, OR ANY OTHER MATTER OR THING OF ANY TYPE, KIND, NATURE OR CHARACTER WHATSOEVER RELATING TO OR AFFECTING THE PROPERTY. PURCHASER ACKNOWLEDGES AND AGREES THAT THAT, SUBJECT TO THE EXPRESS TERMS AND CONDITIONS OF THIS AGREEMENT, UPON CLOSING SELLER SHALL SELL AND CONVEY TO PURCHASER AND PURCHASER SHALL ACCEPT THE PROPERTY "AS IS, WHERE IS, WITH ALL FAULTS", EXCEPT TO THE EXTENT OF THE REPS AND WARRANTIESEXPRESSLY PROVIDED OTHERWISE IN THIS AGREEMENT. OTHER THAN THE REPS AND WARRANTIES, PURCHASER HAS NOT RELIED AND WILL NOT RELY ON, AND SELLER IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, COVENANTS, STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PROPERTY OR RELATING THERETO (INCLUDING SPECIFICALLY, WITHOUT LIMITATION, OFFERING PACKAGES DISTRIBUTED WITH RESPECT TO THE PROPERTY) MADE OR FURNISHED BY SELLER, THE MANAGER OF THE PROPERTYMANAGER, OR ANY PARTY REAL ESTATE BROKER, CONSULTANT OR AGENT REPRESENTING OR PURPORTING TO REPRESENT SELLER, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, UNLESS AND TO THE EXTENT EXPRESSLY PROVIDED OTHERWISE IN THIS AGREEMENT. PURCHASER ALSO ACKNOWLEDGES THAT THE PURCHASE PRICE REFLECTS AND TAKES INTO ACCOUNT THAT THE PROPERTY IS BEING SOLD "AS IS"SOLD, SUBJECT TO THE REPS EXPRESS TERMS AND WARRANTIES. PURSUANT TO THIS TERMS CONDITIONS OF THIS AGREEMENT AGREEMENT, "AS-IS, WHERE IS, WITH ALL FAULTS," AND THE PROPERTY'S ENVIRONMENTAL, STRUCTURAL, ARCHITECTURAL, MECHANICAL, PHYSICAL, FINANCIAL AND ECONOMIC CONDITION, EXCEPT TO THE EXTENT EXPRESSLY PROVIDED OTHERWISE IN THIS AGREEMENT. PURCHASER REPRESENTS TO SELLER THAT PURCHASER HAS GIVEN PURCHASER THE OPPORTUNITY TO CONDUCT CONDUCTED PRIOR TO CLOSINGTHE EFFECTIVE DATE, SUCH INVESTIGATIONS OF THE PROPERTY, INCLUDING INCLUDING, BUT NOT LIMITED TO, THE PHYSICAL ENVIRONMENTAL, STRUCTURAL, ARCHITECTURAL, MECHANICAL, PHYSICAL, FINANCIAL AND ENVIRONMENTAL CONDITIONS ECONOMIC CONDITIONS, THE INCOME AND EXPENSES OF AND FROM THE PROPERTY AND THE PROFITABILITY OF THE PROPERTY AND ANY TAX TREATMENT, WHETHER INCOME OR OTHERWISE, RELATED TO THE PROPERTY, AS PURCHASER MAY DEEM DEEMED NECESSARY OR DESIRABLE TO SATISFY ITSELF AS TO THE CONDITION OF THE PROPERTY AND THE EXISTENCE OR NONEXISTENCE OF, OR CURATIVE REMEDIAL ACTION REQUIRED TO BE TAKEN WITH RESPECT TO TO, ANY HAZARDOUS MATERIALS IN, ON ABOUT OR TOXIC SUBSTANCES ON OR DISCHARGED MIGRATING FROM THE PROPERTY, AND PURCHASER IS RELYING SOLELY AND EXCLUSIVELY AND WILL RELY SOLELY AND EXCLUSIVELY UPON SAME AND NOT UPON ANY INFORMATION PROVIDED BY OR ON BEHALF OF SELLER OR ITS AGENTS OR CONSULTANTS OR EMPLOYEES WITH RESPECT THERETO, OTHER THAN THE REPS AND ANY REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLERSELLER AS ARE EXPRESSLY SET FORTH IN THIS AGREEMENT. SUBJECT IN EACH CASE TO THE REPS SELLER'S REPRESENTATIONS, WARRANTIES AND WARRANTIESCOVENANTS EXPRESSLY SET FORTH HEREIN, AND EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT. UPON CLOSING, PURCHASER SHALL ASSUME THE RISK THAT ADVERSE MATTERS, INCLUDING BUT NOT LIMITED TO, CONSTRUCTION DEFECTS AND ADVERSE PHYSICAL PHYSICAL, ENVIRONMENTAL, FINANCIAL AND ENVIRONMENTAL ECONOMIC CONDITIONS, MAY NOT HAVE BEEN REVEALED BY PURCHASER'S INVESTIGATIONS, AND OTHER THAN WITH RESPECT TO THE REPS AND WARRANTIES, PURCHASER, UPON CLOSING, DOES HEREBY WAIVESHALL BE DEEMED TO HAVE WAIVED, RELINQUISH RELINQUISHED AND RELEASE RELEASED SELLER AND SELLER'S AFFILIATES AND SELLER'S AFFILIATED PREDECESSORS-IN-TITLE (INCLUDING, WITHOUT LIMITATION, METROPOLITAN LIFE INSURANCE COMPANY, STUYVESANT TOWN CORPORATION, METROPOLITAN INSURANCE AND ANNUITY CORPORATION AND PCV/ST LLC) AND THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES AND AGENTS FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION (INCLUDING, BUT NOT LIMITED TOWITHOUT LIMITATION, CAUSES OF ACTION IN TORT, EQUITABLE CAUSES OF ACTION, INCLUDING CLAIMS FOR OR RIGHTS OF CONTRIBUTION OF ANY NATURE, AND ALL CAUSES OF ACTION ARISING UNDER, OR ALLEGING VIOLATION OF, ENVIRONMENTAL LAWS), LOSSES, DAMAGESLIABILITIESDAMAGES, LIABILITIES, COSTS AND EXPENSES (INCLUDING, BUT NOT LIMITED TO, INCLUDING REASONABLE ATTORNEYS' FEES) OF ANY AND EVERY KIND TYPE, KIND, CHARACTER OR CHARACTERNATURE WHATSOEVER, KNOWN OR UNKNOWN, WHICH PURCHASER MIGHT HAVE ASSERTED OR ALLEGED AGAINST SELLER (AND/OR SELLER'S AFFILIATES AND SELLER'S AFFILIATESAFFILIATED PREDECESSORS-IN-TITLE (INCLUDING, WITHOUT LIMITATION, METROPOLITAN LIFE INSURANCE COMPANY) AND THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES AND AGENTS AT ANY TIME BY REASON OF OR ARISING OUT OF THE ENVIRONMENTAL, STRUCTURAL, ARCHITECTURAL, MECHANICAL, PHYSICAL, FINANCIAL AND ECONOMIC CONDITION OF THE PROPERTY, FAILURE TO DISCLOSE EXCEPT AS EXPRESSLY PROVIDED HEREIN ANY CONDITION OF THE PROPERTY ANY LATENT OR PATENT CONSTRUCTION OR OTHER DEFECTS OR PHYSICAL CONDITIONS, ENVIRONMENTAL CONDITIONS (INCLUDING PRESENCE OR RELEASE OF HAZARDOUS OR TOXIC SUBSTANCES ON OR ABOUT RELATED TO THE PROPERTY) , VIOLATIONS OF ANY APPLICABLE 66 LAWS RELATED TO THE PROPERTY, THE HABITABILITY, MERCHANTABILITY OR FITNESS OF THE PROPERTY FOR ANY PARTICULAR PURPOSE, THE INCOME, EXPENSES OR PROFITABILITY OF THE PROPERTY, ANY TAX TREATMENT, WHETHER INCOME OR OTHERWISE, RELATED TO THE PROPERTY, ITS COMPLIANCE WITH LAWS OR WITH RESPECT TO THE ZONING OF, APPROVALS REQUIRED FOR, OR THE SUITABILITY OF THE PROPERTY FOR PURCHASER'S INTENDED USE THEREOF OR THE ABILITY OR THE FEASIBILITY TO CONVERT THE PROPERTY OR ANY PORTION THEREOF TO ANY OTHER OR PARTICULAR USE, OR WITH RESPECT TO THE AVAILABILITY OF ACCESS, INGRESS OR EGRESS, OPERATING HISTORY OR PROJECTIONS, VALUATION, GOVERNMENTAL OR THIRD PARTY APPROVALS, GOVERNMENTAL REGULATIONS OR ANY OTHER MATTER OR THING OF ANY TYPE, KIND, NATURE OR CHARACTER WHATSOEVER RELATING TO OR AFFECTING THE PROPERTY, AND ANY AND ALL OTHER ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR MATTERS OF ANY TYPE, CHARACTER OR NATURE WHATSOEVER REGARDING THE PROPERTY. PURCHASER ACKNOWLEDGES THAT SUCH ADVERSE MATTERS (INCLUDING, WITHOUT LIMITATION, OBLIGATIONS, DEFECTS, OR LEGAL REQUIREMENTS RELATED TO OR ARISING FROM THE PROPERTY'S ENVIRONMENTAL, STRUCTURAL, ARCHITECTURAL, MECHANICAL AND PHYSICAL CONDITION) MAY AFFECT PURCHASER'S ABILITY TO SELL, LEASE, OPERATE OR FINANCE THE PROPERTY AT ANY TIME AND FROM TIME TO TIME. TO THE EXTENT PERMITTED BY LAW, AND SUBJECT TO THE EXPRESS PROVISIONS OF THIS AGREEMENT, PURCHASER HEREBY AGREES, REPRESENTS AND WARRANTS THAT PURCHASER REALIZES AND ACKNOWLEDGES THAT FACTUAL MATTERS NOW KNOWN TO IT MAY HAVE GIVEN OR MAY HEREAFTER GIVE RISE TO CAUSES OF ACTION, CLAIMS, DEMANDS, DEBTS, CONTROVERSIES, DAMAGES, COSTS, LOSSES AND EXPENSES THAT ARE PRESENTLY UNKNOWN, UNANTICIPATED AND UNSUSPECTED, AND PURCHASER FURTHER AGREES, REPRESENTS AND WARRANTS THAT, AS A MATERIAL PORTION OF THE CONSIDERATION GIVEN TO SELLER BY PURCHASER IN EXCHANGE FOR SELLER'S PERFORMANCE HEREUNDER, THE WAIVERS AND RELEASES HEREIN HAVE BEEN NEGOTIATED AND AGREED UPON IN LIGHT OF THAT REALIZATION AND THAT PURCHASER NEVERTHELESS HEREBY INTENDS TO RELEASE, DISCHARGE AND ACQUIT SELLER, SELLER'S PARTNERS, AFFILIATES AND SUBSIDIARIES AND AFFILIATED PREDECCESSORS-IN-TITLE, (INCLUDING, WITHOUT LIMITATION, METROPOLITAN LIFE INSURANCE COMPANY STUYVESANT TOWN CORPORATION, METROPOLITAN INSURANCE AND ANNUITY CORPORATION AND PCV/ST LLC) AND THEIR RESPECTIVE PARTNERS, MEMBERS, STOCKHOLDERS, DIRECTORS, OFFICERS, PARTICIPANTS, EMPLOYEES, CONSULTANTS, BROKERS AND AGENTS, FROM ANY SUCH UNKNOWN CAUSES OF ACTION, CLAIMS, DEMANDS, DEBTS, CONTROVERSIES, DAMAGES, COSTS, LOSSES AND EXPENSES. NOTWITHSTANDING THE FOREGOING, PURCHASER DOES NOT WAIVE AND HEREBY RESERVES AND RETAINS ALL RIGHTS OF RECOVERY FROM AND AGAINST SELLER, WHETHER ARISING UNDER LAW OR OTHERWISE, IN CONNECTION WITH ANY CLAIM BY ANY THIRD PARTY (OTHER THAN A GOVERNMENTAL AUTHORITY) FOR PERSONAL INJURY ARISING FROM OR RELATING TO ANY ALLEGED RELEASE OR ALLEGED EXPOSURE TO HAZARDOUS MATERIALS AT, ON, UNDER, ABOUT, WITHIN OR MIGRATING TO OR FROM OR RELATING TO THE PROPERTY, INCLUDING THE AIR (INDOOR AND OUTDOOR), SURFACE WATER, GROUNDWATER, SOIL, BUILDINGS, STRUCTURES, LAND SURFACE OR SUBSURFACE, AT THE PROPERTY, ON OR PRIOR TO THE CLOSING. NOTWITHSTANDING THE FOREGOING, SELLER DOES NOT WAIVE AND HEREBY RESERVES AND RETAINS ALL RIGHTS OF RECOVERY FROM AND AGAINST PURCHASER, WHETHER ARISING UNDER LAW OR OTHERWISE, IN CONNECTION WITH ANY CLAIM BY ANY THIRD PARTY (OTHER THAN A GOVERNMENTAL AUTHORITY) FOR PERSONAL INJURY ARISING FROM OR RELATING TO ANY ALLEGED RELEASE OR ALLEGED EXPOSURE TO HAZARDOUS MATERIALS AT, ON, UNDER, ABOUT, WITHIN OR MIGRATING TO OR FROM OR RELATING TO THE PROPERTY, INCLUDING THE AIR (INDOOR AND OUTDOOR), SURFACE WATER, GROUNDWATER, SOIL, BUILDINGS, STRUCTURES, LAND SURFACE OR SUBSURFACE, AT THE PROPERTY, AFTER THE CLOSING.

AS-IS SALE; DISCLAIMERS. EXCEPT FOR THE REPS AND WARRANTIESAS EXPRESSLY SET FORTH IN THIS AGREEMENT, IT IS UNDERSTOOD AND AGREED THAT SELLER IS NOT MAKING AND HAS NOT AT ANY TIME MADE ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OR REPRESENTATIONS AS TO HABITABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. PURCHASER ACKNOWLEDGES AND AGREES THAT UPON CLOSING SELLER SHALL SELL AND CONVEY TO PURCHASER BUYER AND PURCHASER BUYER SHALL ACCEPT THE PROPERTY "AS IS, WHERE IS, WITH ALL FAULTS", EXCEPT TO THE EXTENT OF THE REPS AND WARRANTIESEXPRESSLY PROVIDED OTHERWISE IN THIS AGREEMENT. OTHER THAN THE REPS AND WARRANTIES, PURCHASER BUYER HAS NOT RELIED AND WILL NOT RELY ON, AND SELLER IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PROPERTY OR RELATING THERETO (INCLUDING SPECIFICALLY, WITHOUT LIMITATION, OFFERING PACKAGES DISTRIBUTED WITH RESPECT TO THE PROPERTY) MADE OR FURNISHED BY SELLER, THE MANAGER MANAGERS OF THE PROPERTY, OR ANY PARTY REAL ESTATE BROKER OR AGENT REPRESENTING OR PURPORTING TO REPRESENT SELLER, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, UNLESS SPECIFICALLY SET FORTH IN THIS AGREEMENT. PURCHASER ALSO BUYER ACKNOWLEDGES THAT THE PURCHASE PRICE REFLECTS AND TAKES INTO ACCOUNT THAT THE PROPERTY IS BEING SOLD "AS IS"." BUYER REPRESENTS AND COVENANTS TO SELLER THAT BUYER HAS CONDUCTED, SUBJECT TO THE REPS AND WARRANTIES. PURSUANT TO THIS TERMS OF THIS AGREEMENT SELLER HAS GIVEN PURCHASER THE OPPORTUNITY TO OR WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS OF THE PROPERTY, INCLUDING BUT NOT LIMITED TO, THE PHYSICAL AND ENVIRONMENTAL CONDITIONS OF THE PROPERTYTHEREOF, AS PURCHASER MAY DEEM BUYER DEEMS NECESSARY OR DESIRABLE TO SATISFY ITSELF AS TO THE CONDITION OF THE PROPERTY AND THE EXISTENCE OR NONEXISTENCE OR CURATIVE ACTION TO BE TAKEN WITH RESPECT TO ANY HAZARDOUS OR TOXIC SUBSTANCES ON OR DISCHARGED FROM THE PROPERTY, AND PURCHASER WILL RELY SOLELY UPON SAME AND NOT UPON ANY INFORMATION PROVIDED BY OR ON BEHALF OF SELLER OR ITS AGENTS OR EMPLOYEES WITH RESPECT THERETO, OTHER THAN THE REPS AND SUCH REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLERSELLER AS ARE EXPRESSLY SET FORTH IN THIS AGREEMENT. SUBJECT TO THE REPS AND WARRANTIES, UPON CLOSING, PURCHASER BUYER SHALL ASSUME THE RISK THAT ADVERSE MATTERS, INCLUDING BUT NOT LIMITED TO, CONSTRUCTION DEFECTS AND ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS, MAY NOT HAVE BEEN REVEALED BY PURCHASERBUYER'S INVESTIGATIONS, AND OTHER THAN WITH RESPECT TO THE REPS AND WARRANTIES, PURCHASERBUYER, UPON CLOSING, DOES HEREBY WAIVESHALL BE DEEMED TO HAVE WAIVED, RELINQUISH RELINQUISHED AND RELEASE RELEASED SELLER (AND SELLER'S AFFILIATES OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES AND AGENTS) FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION (INCLUDING, BUT NOT LIMITED TO, INCLUDING CAUSES OF ACTION IN TORT), LOSSES, DAMAGESLIABILITIESDAMAGES, LIABILITIES, COSTS AND EXPENSES (INCLUDING, BUT NOT LIMITED TO, INCLUDING REASONABLE ATTORNEYS' FEES) OF ANY AND EVERY KIND OR CHARACTER, KNOWN OR UNKNOWN, WHICH PURCHASER BUYER MIGHT HAVE ASSERTED OR ALLEGED AGAINST SELLER (AND SELLER'S AFFILIATESOFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES AND AGENTS) AT ANY TIME BY REASON OF OR ARISING OUT OF ANY LATENT OR PATENT CONSTRUCTION DEFECTS OR PHYSICAL PHYSICAL, CONDITIONS, ENVIRONMENTAL CONDITIONS (INCLUDING PRESENCE OR RELEASE OF HAZARDOUS OR TOXIC SUBSTANCES ON OR ABOUT THE PROPERTY) VIOLATIONS OF ANY APPLICABLE LAWS AND ANY AND ALL OTHER ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR MATTERS REGARDING THE PROPERTY., EXCEPT AS EXPRESSLY SET FORTH OTHERWISE IN THIS AGREEMENT. IN CONNECTION THEREWITH, BUYER EXPRESSLY WAIVES ALL RIGHTS UNDER CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES THAT: "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,"

AS-IS SALE; DISCLAIMERS. EXCEPT FOR AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR IN THE REPS DOCUMENTS TO BE EXECUTED BY SELLER AND WARRANTIESDELIVERED TO PURCHASER IN CONNECTION WITH THE CLOSING, IT IS UNDERSTOOD AND AGREED THAT SELLER IS NOT MAKING AND HAS NOT AT ANY TIME MADE ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OR REPRESENTATIONS AS TO HABITABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. PURCHASER ACKNOWLEDGES AND AGREES THAT UPON CLOSING SELLER SHALL SELL AND CONVEY TO PURCHASER AND PURCHASER SHALL ACCEPT THE PROPERTY "“AS IS, WHERE IS, WITH ALL FAULTS", .” EXCEPT TO THE EXTENT OF EXPRESSLY PROVIDED OTHERWISE IN THIS AGREEMENT OR THE REPS DOCUMENTS EXECUTED AND WARRANTIES. OTHER THAN THE REPS AND WARRANTIESDELIVERED AT CLOSING TO CONSUMMATE THIS AGREEMENT, PURCHASER HAS NOT RELIED AND WILL NOT RELY ON, AND SELLER IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PROPERTY OR RELATING THERETO (INCLUDING SPECIFICALLY, WITHOUT LIMITATION, OFFERING PACKAGES DISTRIBUTED WITH RESPECT TO THE PROPERTY) MADE OR FURNISHED BY SELLER, THE MANAGER MANAGERS OF THE PROPERTY, OR ANY PARTY REAL ESTATE BROKER OR AGENT REPRESENTING OR PURPORTING TO REPRESENT SELLER, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, UNLESS SPECIFICALLY SET FORTH IN THIS AGREEMENT. PURCHASER ALSO ACKNOWLEDGES REPRESENTS TO SELLER THAT THE PURCHASE PRICE REFLECTS AND TAKES INTO ACCOUNT THAT THE PROPERTY IS BEING SOLD "AS IS"PURCHASER HAS CONDUCTED, SUBJECT TO THE REPS AND WARRANTIES. PURSUANT TO THIS TERMS OF THIS AGREEMENT SELLER HAS GIVEN PURCHASER THE OPPORTUNITY TO OR WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS OF THE PROPERTY, INCLUDING BUT NOT LIMITED TO, THE PHYSICAL AND ENVIRONMENTAL CONDITIONS OF THE PROPERTYTHEREOF, AS PURCHASER MAY DEEM DEEMS NECESSARY OR DESIRABLE TO SATISFY ITSELF AS TO THE CONDITION OF THE PROPERTY AND THE EXISTENCE OR NONEXISTENCE OR CURATIVE ACTION TO BE TAKEN WITH RESPECT TO ANY HAZARDOUS OR TOXIC SUBSTANCES ON OR DISCHARGED FROM THE PROPERTY, AND PURCHASER WILL RELY SOLELY UPON SAME AND NOT UPON ANY INFORMATION PROVIDED BY OR ON BEHALF OF SELLER OR ITS AGENTS OR EMPLOYEES WITH RESPECT THERETO, OTHER THAN THE REPS AND SUCH REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLERSELLER AS ARE EXPRESSLY SET FORTH IN THIS AGREEMENT OR THE DOCUMENTS EXECUTED AND DELIVERED AT CLOSING TO CONSUMMATE THIS AGREEMENT. SUBJECT TO THE REPS AND WARRANTIES, UPON CLOSING, PURCHASER SHALL ASSUME THE RISK THAT ADVERSE MATTERS, INCLUDING BUT NOT LIMITED TO, CONSTRUCTION DEFECTS AND ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS, MAY NOT HAVE BEEN REVEALED BY PURCHASER'S INVESTIGATIONS, ’S INVESTIGATIONS AND OTHER THAN WITH RESPECT TO THE REPS AND WARRANTIES, PURCHASER, UPON CLOSING, DOES HEREBY WAIVESHALL BE DEEMED TO HAVE WAIVED, RELINQUISH RELINQUISHED AND RELEASE RELEASED SELLER (AND SELLER'S AFFILIATES ’S OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES AND AGENTS) FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION (INCLUDING, BUT NOT LIMITED TO, INCLUDING CAUSES OF ACTION IN TORT), LOSSES, DAMAGESLIABILITIESDAMAGES, LIABILITIES, COSTS AND EXPENSES (INCLUDING, BUT NOT LIMITED TO, INCLUDING REASONABLE ATTORNEYS' ’ FEES) OF ANY AND EVERY KIND OR CHARACTER, KNOWN OR UNKNOWN, WHICH PURCHASER MIGHT HAVE ASSERTED OR ALLEGED AGAINST SELLER (AND OR SELLER'S AFFILIATES’S OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES OR AGENTS) AT ANY TIME BY REASON OF OR ARISING OUT OF ANY LATENT OR PATENT CONSTRUCTION DEFECTS OR PHYSICAL OR ENVIRONMENTAL CONDITIONS, ENVIRONMENTAL CONDITIONS (INCLUDING PRESENCE OR RELEASE OF HAZARDOUS OR TOXIC SUBSTANCES ON OR ABOUT THE PROPERTY) VIOLATIONS OF ANY APPLICABLE LAWS AND ANY AND ALL OTHER ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR MATTERS REGARDING THE PROPERTY.

AS-IS SALE; DISCLAIMERS. EXCEPT FOR THE REPS EXPRESS REPRESENTATIONS AND WARRANTIESWARRANTIES CONTAINED IN SECTION 5.1 HEREOF AND AS EXPRESSLY SET FORTH IN ANY DEED EXECUTED AND DELIVERED BY A SELLER AT CLOSING, IT IS UNDERSTOOD AND AGREED THAT SELLER IS SELLERS ARE NOT MAKING AND HAS HAVE NOT AT ANY TIME MADE ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROPERTYPROPERTIES, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OR REPRESENTATIONS AS TO HABITABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. PURCHASER ACKNOWLEDGES AND AGREES THAT UPON CLOSING SELLER SELLERS SHALL SELL AND CONVEY TO PURCHASER AND PURCHASER SHALL ACCEPT THE PROPERTY "PROPERTIES “AS IS, WHERE IS, WITH ALL FAULTS"”, EXCEPT TO THE EXTENT OF THE REPS EXPRESS REPRESENTATIONS AND WARRANTIES. OTHER THAN THE REPS WARRANTIES OF SELLER CONTAINED IN SECTION 5.1 AND WARRANTIESIN ANY DEED EXECUTED AND DELIVERED BY A SELLER AT CLOSING, AND PURCHASER HAS NOT RELIED AND WILL NOT RELY ON, AND NO SELLER IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PROPERTY PROPERTIES OR RELATING THERETO MADE OR FURNISHED BY SELLERXXXXXXX, THE MANAGER OF THE PROPERTYPROPERTIES, OR ANY PARTY REPRESENTING OR PURPORTING TO REPRESENT SELLERANY SELLER INCLUDING, WITHOUT LIMITATION THE TRANSACTION INFORMATION, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING. PURCHASER ALSO ACKNOWLEDGES THAT THE PURCHASE PRICE REFLECTS AND TAKES INTO ACCOUNT THAT THE PROPERTY IS PROPERTIES ARE BEING SOLD "“AS IS", SUBJECT .” PURCHASER REPRESENTS TO THE REPS AND WARRANTIES. PURSUANT TO THIS TERMS OF THIS AGREEMENT SELLER SELLERS THAT PURCHASER HAS GIVEN PURCHASER THE OPPORTUNITY TO CONDUCT PRIOR TO CLOSING, CONDUCTED SUCH INVESTIGATIONS OF THE PROPERTYPROPERTIES, INCLUDING BUT NOT LIMITED TO, THE PHYSICAL AND ENVIRONMENTAL CONDITIONS OF THE PROPERTYPROPERTIES, AS PURCHASER MAY DEEM DEEMS NECESSARY OR DESIRABLE TO SATISFY ITSELF AS TO THE CONDITION OF THE PROPERTY PROPERTIES AND THE EXISTENCE OR NONEXISTENCE OR CURATIVE ACTION TO BE TAKEN WITH RESPECT TO ANY HAZARDOUS OR TOXIC SUBSTANCES ON OR DISCHARGED FROM THE PROPERTYPROPERTIES, AND PURCHASER WILL RELY SOLELY UPON SAME AND NOT UPON ANY INFORMATION PROVIDED BY OR ON BEHALF OF ANY SELLER OR ITS AGENTS OR EMPLOYEES WITH RESPECT THERETO, OTHER THAN THE REPS REPRESENTATIONS AND WARRANTIES OF SELLER CONTAINED 5.1 AND COVENANTS OF SELLERIN IN ANY DEED EXECUTED AND DELIVERED BY A SELLER AT CLOSING. SUBJECT TO THE REPS AND WARRANTIES, UPON CLOSING, PURCHASER SHALL ASSUME THE RISK THAT ADVERSE MATTERS, INCLUDING BUT NOT LIMITED TO, CONSTRUCTION DEFECTS AND ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS, MAY NOT HAVE BEEN REVEALED BY PURCHASER'S INVESTIGATIONS’S INVESTIGATIONS AND, AND OTHER THAN WITH RESPECT TO THE REPS REPRESENTATIONS AND WARRANTIESWARRANTIES OF SELLER CONTAINED IN SECTION 5.1 AND IN ANY DEED EXECUTED AND DELIVERED BY A SELLER AT CLOSING, PURCHASER, UPON CLOSING, DOES HEREBY WAIVE, RELINQUISH AND RELEASE SELLER SELLERS AND SELLER'S SELLERS’ AFFILIATES FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION (INCLUDING, BUT NOT LIMITED TO, CAUSES OF ACTION IN TORT), LOSSES, DAMAGESLIABILITIESDAMAGES, LIABILITIES, COSTS AND EXPENSES (INCLUDING, BUT NOT LIMITED TO, REASONABLE ATTORNEYS' ’ FEES) OF ANY AND EVERY KIND OR CHARACTER, KNOWN OR UNKNOWN, WHICH PURCHASER MIGHT HAVE ASSERTED OR ALLEGED AGAINST SELLER SELLERS (AND SELLER'S SELLERS’ AFFILIATES) AT ANY TIME BY REASON OF OR ARISING OUT OF ANY LATENT OR PATENT CONSTRUCTION DEFECTS OR PHYSICAL CONDITIONS, ENVIRONMENTAL CONDITIONS (INCLUDING PRESENCE OR RELEASE OF HAZARDOUS OR TOXIC SUBSTANCES ON OR ABOUT THE PROPERTY) PROPERTIES), VIOLATIONS OF ANY APPLICABLE LAWS AND ANY AND ALL OTHER ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR MATTERS REGARDING THE PROPERTYPROPERTIES. THE FOREGOING NOTWITHSTANDING, PURCHASER DOES NOT WAIVE ITS RIGHTS, IF ANY, TO RECOVER FROM, AND DOES NOT RELEASE SELLER FOR, (A) FRAUD, (B) ANY BREACH OF SELLER’S REPRESENTATIONS OR WARRANTIES OR COVENANTS SET FORTH IN THIS AGREEMENT OR IN ANY DEED EXECUTED AND DELIVERED BY A SELLER AT CLOSING (SUBJECT TO THE SURVIVAL PERIOD AND APPLICABLE LIMITATIONS ON LIABILITY SET FORTH HEREIN); OR (C) ANY BREACH OF SELLER’S OBLIGATIONS SET FORTH IN THIS AGREEMENT WHICH EXPRESSLY SURVIVE CLOSING (SUBJECT TO THE SURVIVAL PERIOD AND APPLICABLE LIMITATIONS ON LIABILITY SET FORTH HEREIN).

AS-IS SALE; DISCLAIMERS. EXCEPT FOR THE REPS AND WARRANTIESAS EXPRESSLY SET FORTH IN THIS AGREEMENT, IT IS UNDERSTOOD AND AGREED THAT SELLER IS NOT MAKING AND HAS NOT AT ANY TIME MADE ANY WARRANTIES WARRANTIES, REPRESENTATIONS, GUARANTIES, COVENANTS OR REPRESENTATIONS STATEMENTS OF ANY KIND TYPE, KIND, NATURE OR CHARACTERCHARACTER WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES WARRANTIES, REPRESENTATIONS, GUARANTIES, COVENANTS OR REPRESENTATIONS STATEMENTS AS TO HABITABILITY, MERCHANTABILITY OR FITNESS OF THE PROPERTY FOR A PARTICULAR PURPOSE, THE INCOME, EXPENSES, OPERATION OR PROFITABILITY OF THE PROPERTY, THE OPERATING HISTORY OF OR ANY PROJECTIONS RELATING TO THE PROPERTY, THE VALUATION OF THE PROPERTY, ANY TAX TREATMENT, WHETHER INCOME OR OTHERWISE, RELATED TO THE PROPERTY, OR AS TO THE PHYSICAL, STRUCTURAL, OR ENVIRONMENTAL CONDITION OF THE PROPERTY (INCLUDING, WITHOUT LIMITATION, HAZARDOUS MATERIALS (AS HEREINAFTER DEFINED) IN, ON, ABOUT, OR MIGRATING FROM THE PROPERTY), ITS COMPLIANCE WITH LAWS OR WITH RESPECT TO THE ZONING OF, OR ANY APPROVALS, LICENSES OR PERMITS REQUIRED FOR THE PROPERTY, OR THE SUITABILITY OF THE PROPERTY FOR PURCHASER'S INTENDED USE THEREOF OR THE ABILITY OR FEASIBILITY TO CONVERT THE PROPERTY OR ANY PORTION THEREOF TO ANY OTHER OR PARTICULAR USE, OR WITH RESPECT TO THE AVAILABILITY OF ACCESS, INGRESS OR EGRESS TO THE PROPERTY, THE NEED FOR OR COMPLIANCE WITH GOVERNMENTAL OR THIRD PARTY APPROVALS OR GOVERNMENTAL REGULATIONS, OR ANY OTHER MATTER OR THING OF ANY TYPE, KIND, NATURE OR CHARACTER WHATSOEVER RELATING TO OR AFFECTING THE PROPERTY. PURCHASER ACKNOWLEDGES AND AGREES THAT THAT, SUBJECT TO THE EXPRESS TERMS AND CONDITIONS OF THIS AGREEMENT, UPON CLOSING SELLER SHALL SELL AND CONVEY TO PURCHASER AND PURCHASER SHALL ACCEPT THE PROPERTY "AS IS, WHERE IS, WITH ALL FAULTS", EXCEPT TO THE EXTENT OF THE REPS AND WARRANTIESEXPRESSLY PROVIDED OTHERWISE IN THIS AGREEMENT. OTHER THAN THE REPS AND WARRANTIES, PURCHASER HAS NOT RELIED AND WILL NOT RELY ON, AND SELLER IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, COVENANTS, STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PROPERTY OR RELATING THERETO (INCLUDING SPECIFICALLY, WITHOUT LIMITATION, OFFERING PACKAGES DISTRIBUTED WITH RESPECT TO THE PROPERTY) MADE OR FURNISHED BY SELLER, THE MANAGER OF THE PROPERTYMANAGER, OR ANY PARTY REAL ESTATE BROKER, CONSULTANT OR AGENT REPRESENTING OR PURPORTING TO REPRESENT SELLER, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, UNLESS AND TO THE EXTENT EXPRESSLY PROVIDED OTHERWISE IN THIS AGREEMENT. PURCHASER ALSO ACKNOWLEDGES THAT THE PURCHASE PRICE REFLECTS AND TAKES INTO ACCOUNT THAT THE PROPERTY IS BEING SOLD "AS IS"SOLD, SUBJECT TO THE REPS EXPRESS TERMS AND WARRANTIES. PURSUANT TO THIS TERMS CONDITIONS OF THIS AGREEMENT AGREEMENT, "AS-IS, WHERE IS, WITH ALL FAULTS," AND THE PROPERTY'S ENVIRONMENTAL, STRUCTURAL, ARCHITECTURAL, MECHANICAL, PHYSICAL, FINANCIAL AND ECONOMIC CONDITION, EXCEPT TO THE EXTENT EXPRESSLY PROVIDED OTHERWISE IN THIS AGREEMENT. PURCHASER REPRESENTS TO SELLER THAT PURCHASER HAS GIVEN PURCHASER THE OPPORTUNITY TO CONDUCT CONDUCTED PRIOR TO CLOSINGTHE EFFECTIVE DATE, SUCH INVESTIGATIONS OF THE PROPERTY, INCLUDING INCLUDING, BUT NOT LIMITED TO, THE PHYSICAL ENVIRONMENTAL, STRUCTURAL, ARCHITECTURAL, MECHANICAL, PHYSICAL, FINANCIAL AND ENVIRONMENTAL CONDITIONS ECONOMIC CONDITIONS, THE INCOME AND EXPENSES OF AND FROM THE PROPERTY AND THE PROFITABILITY OF THE PROPERTY AND ANY TAX TREATMENT, WHETHER INCOME OR OTHERWISE, RELATED TO THE PROPERTY, AS PURCHASER MAY DEEM DEEMED NECESSARY OR DESIRABLE TO SATISFY ITSELF AS TO THE CONDITION OF THE PROPERTY AND THE EXISTENCE OR NONEXISTENCE OF, OR CURATIVE REMEDIAL ACTION REQUIRED TO BE TAKEN WITH RESPECT TO TO, ANY HAZARDOUS MATERIALS IN, ON ABOUT OR TOXIC SUBSTANCES ON OR DISCHARGED MIGRATING FROM THE PROPERTY, AND PURCHASER IS RELYING SOLELY AND EXCLUSIVELY AND WILL RELY SOLELY AND EXCLUSIVELY UPON SAME AND NOT UPON ANY INFORMATION PROVIDED BY OR ON BEHALF OF SELLER OR ITS AGENTS OR CONSULTANTS OR EMPLOYEES WITH RESPECT THERETO, OTHER THAN THE REPS AND ANY REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLERSELLER AS ARE EXPRESSLY SET FORTH IN THIS AGREEMENT. SUBJECT IN EACH CASE TO THE REPS SELLER'S REPRESENTATIONS, WARRANTIES AND WARRANTIESCOVENANTS EXPRESSLY SET FORTH HEREIN, AND EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT. UPON CLOSING, PURCHASER SHALL ASSUME THE RISK THAT ADVERSE MATTERS, INCLUDING BUT NOT LIMITED TO, CONSTRUCTION DEFECTS AND ADVERSE PHYSICAL PHYSICAL, ENVIRONMENTAL, FINANCIAL AND ENVIRONMENTAL ECONOMIC CONDITIONS, MAY NOT HAVE BEEN REVEALED BY PURCHASER'S INVESTIGATIONS, AND OTHER THAN WITH RESPECT TO THE REPS AND WARRANTIES, PURCHASER, UPON CLOSING, DOES HEREBY WAIVESHALL BE DEEMED TO HAVE WAIVED, RELINQUISH RELINQUISHED AND RELEASE RELEASED SELLER AND SELLER'S AFFILIATES AND SELLER'S AFFILIATED PREDECESSORS-IN-TITLE (INCLUDING, WITHOUT LIMITATION, METROPOLITAN LIFE INSURANCE COMPANY, STUYVESANT TOWN CORPORATION, METROPOLITAN INSURANCE AND ANNUITY CORPORATION AND PCV/ST LLC) AND THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES AND AGENTS FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION (INCLUDING, BUT NOT LIMITED TOWITHOUT LIMITATION, CAUSES OF ACTION IN TORT, EQUITABLE CAUSES OF ACTION, INCLUDING CLAIMS FOR OR RIGHTS OF CONTRIBUTION OF ANY NATURE, AND ALL CAUSES OF ACTION ARISING UNDER, OR ALLEGING VIOLATION OF, ENVIRONMENTAL LAWS), LOSSES, DAMAGESLIABILITIESDAMAGES, LIABILITIES, COSTS AND EXPENSES (INCLUDING, BUT NOT LIMITED TO, INCLUDING REASONABLE ATTORNEYS' FEES) OF ANY AND EVERY KIND TYPE, KIND, CHARACTER OR CHARACTERNATURE WHATSOEVER, KNOWN OR UNKNOWN, WHICH PURCHASER MIGHT HAVE ASSERTED OR ALLEGED AGAINST SELLER (AND/OR SELLER'S AFFILIATES AND SELLER'S AFFILIATESAFFILIATED PREDECESSORS-IN-TITLE (INCLUDING, WITHOUT LIMITATION, METROPOLITAN LIFE INSURANCE COMPANY) AND THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES AND AGENTS AT ANY TIME BY REASON OF OR ARISING OUT OF THE ENVIRONMENTAL, STRUCTURAL, ARCHITECTURAL, MECHANICAL, PHYSICAL, FINANCIAL AND ECONOMIC CONDITION OF THE PROPERTY, FAILURE TO DISCLOSE EXCEPT AS EXPRESSLY PROVIDED HEREIN ANY CONDITION OF THE PROPERTY ANY LATENT OR PATENT CONSTRUCTION OR OTHER DEFECTS OR PHYSICAL CONDITIONS, ENVIRONMENTAL CONDITIONS (INCLUDING PRESENCE OR RELEASE OF HAZARDOUS OR TOXIC SUBSTANCES ON OR ABOUT RELATED TO THE PROPERTY) , VIOLATIONS OF ANY APPLICABLE LAWS RELATED TO THE PROPERTY, THE HABITABILITY, MERCHANTABILITY OR FITNESS OF THE PROPERTY FOR ANY PARTICULAR PURPOSE, THE INCOME, EXPENSES OR PROFITABILITY OF THE PROPERTY, ANY TAX TREATMENT, WHETHER INCOME OR OTHERWISE, RELATED TO THE PROPERTY, ITS COMPLIANCE WITH LAWS OR WITH RESPECT TO THE ZONING OF, APPROVALS REQUIRED FOR, OR THE SUITABILITY OF THE PROPERTY FOR PURCHASER'S INTENDED USE THEREOF OR THE ABILITY OR THE FEASIBILITY TO CONVERT THE PROPERTY OR ANY PORTION THEREOF TO ANY OTHER OR PARTICULAR USE, OR WITH RESPECT TO THE AVAILABILITY OF ACCESS, INGRESS OR EGRESS, OPERATING HISTORY OR PROJECTIONS, VALUATION, GOVERNMENTAL OR THIRD PARTY APPROVALS, GOVERNMENTAL REGULATIONS OR ANY OTHER MATTER OR THING OF ANY TYPE, KIND, NATURE OR CHARACTER WHATSOEVER RELATING TO OR AFFECTING THE PROPERTY, AND ANY AND ALL OTHER ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR MATTERS OF ANY TYPE, CHARACTER OR NATURE WHATSOEVER REGARDING THE PROPERTY. PURCHASER ACKNOWLEDGES THAT SUCH ADVERSE MATTERS (INCLUDING, WITHOUT LIMITATION, OBLIGATIONS, DEFECTS, OR LEGAL REQUIREMENTS RELATED TO OR ARISING FROM THE PROPERTY'S ENVIRONMENTAL, STRUCTURAL, ARCHITECTURAL, MECHANICAL AND PHYSICAL CONDITION) MAY AFFECT PURCHASER'S ABILITY TO SELL, LEASE, OPERATE OR FINANCE THE PROPERTY AT ANY TIME AND FROM TIME TO TIME. TO THE EXTENT PERMITTED BY LAW, AND SUBJECT TO THE EXPRESS PROVISIONS OF THIS AGREEMENT, PURCHASER HEREBY AGREES, REPRESENTS AND WARRANTS THAT PURCHASER REALIZES AND ACKNOWLEDGES THAT FACTUAL MATTERS NOW KNOWN TO IT MAY HAVE GIVEN OR MAY HEREAFTER GIVE RISE TO CAUSES OF ACTION, CLAIMS, DEMANDS, DEBTS, CONTROVERSIES, DAMAGES, COSTS, LOSSES AND EXPENSES THAT ARE PRESENTLY UNKNOWN, UNANTICIPATED AND UNSUSPECTED, AND PURCHASER FURTHER AGREES, REPRESENTS AND WARRANTS THAT, AS A MATERIAL PORTION OF THE CONSIDERATION GIVEN TO SELLER BY PURCHASER IN EXCHANGE FOR SELLER'S PERFORMANCE HEREUNDER, THE WAIVERS AND RELEASES HEREIN HAVE BEEN NEGOTIATED AND AGREED UPON IN LIGHT OF THAT REALIZATION AND THAT PURCHASER NEVERTHELESS HEREBY INTENDS TO RELEASE, DISCHARGE AND ACQUIT SELLER, SELLER'S PARTNERS, AFFILIATES AND SUBSIDIARIES AND AFFILIATED PREDECCESSORS-IN-TITLE, (INCLUDING, WITHOUT LIMITATION, METROPOLITAN LIFE INSURANCE COMPANY STUYVESANT TOWN CORPORATION, METROPOLITAN INSURANCE AND ANNUITY CORPORATION AND PCV/ST LLC) AND THEIR RESPECTIVE PARTNERS, MEMBERS, STOCKHOLDERS, DIRECTORS, OFFICERS, PARTICIPANTS, EMPLOYEES, CONSULTANTS, BROKERS AND AGENTS, FROM ANY SUCH UNKNOWN CAUSES OF ACTION, CLAIMS, DEMANDS, DEBTS, CONTROVERSIES, DAMAGES, COSTS, LOSSES AND EXPENSES. NOTWITHSTANDING THE FOREGOING, PURCHASER DOES NOT WAIVE AND HEREBY RESERVES AND RETAINS ALL RIGHTS OF RECOVERY FROM AND AGAINST SELLER, WHETHER ARISING UNDER LAW OR OTHERWISE, IN CONNECTION WITH ANY CLAIM BY ANY THIRD PARTY (OTHER THAN A GOVERNMENTAL AUTHORITY) FOR PERSONAL INJURY ARISING FROM OR RELATING TO ANY ALLEGED RELEASE OR ALLEGED EXPOSURE TO HAZARDOUS MATERIALS AT, ON, UNDER, ABOUT, WITHIN OR MIGRATING TO OR FROM OR RELATING TO THE PROPERTY, INCLUDING THE AIR (INDOOR AND OUTDOOR), SURFACE WATER, GROUNDWATER, SOIL, BUILDINGS, STRUCTURES, LAND SURFACE OR SUBSURFACE, AT THE PROPERTY, ON OR PRIOR TO THE CLOSING. NOTWITHSTANDING THE FOREGOING, SELLER DOES NOT WAIVE AND HEREBY RESERVES AND RETAINS ALL RIGHTS OF RECOVERY FROM AND AGAINST PURCHASER, WHETHER ARISING UNDER LAW OR OTHERWISE, IN CONNECTION WITH ANY CLAIM BY ANY THIRD PARTY (OTHER THAN A GOVERNMENTAL AUTHORITY) FOR PERSONAL INJURY ARISING FROM OR RELATING TO ANY ALLEGED RELEASE OR ALLEGED EXPOSURE TO HAZARDOUS MATERIALS AT, ON, UNDER, ABOUT, WITHIN OR MIGRATING TO OR FROM OR RELATING TO THE PROPERTY, INCLUDING THE AIR (INDOOR AND OUTDOOR), SURFACE WATER, GROUNDWATER, SOIL, BUILDINGS, STRUCTURES, LAND SURFACE OR SUBSURFACE, AT THE PROPERTY, AFTER THE CLOSING.

AS-IS SALE; DISCLAIMERS. EXCEPT FOR AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR IN ANY OF THE REPS DOCUMENTS EXECUTED AND WARRANTIESDELIVERED AT CLOSING, IT IS UNDERSTOOD AND AGREED THAT SELLER IS NOT MAKING AND HAS NOT AT ANY TIME MADE ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OR REPRESENTATIONS AS TO HABITABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. PURCHASER ACKNOWLEDGES AND AGREES THAT UPON CLOSING SELLER SHALL SELL AND CONVEY TO PURCHASER AND PURCHASER SHALL ACCEPT THE PROPERTY "“AS IS, WHERE IS, WITH ALL FAULTS"”, EXCEPT TO THE EXTENT OF THE REPS EXPRESSLY PROVIDED OTHERWISE IN THIS AGREEMENT OR IN ANY OTHER DOCUMENT EXECUTED BY SELLER AND WARRANTIESDELIVERED TO PURCHASER AT CLOSING. OTHER THAN THE REPS AND WARRANTIES, PURCHASER HAS NOT RELIED AND WILL NOT RELY ON, AND SELLER IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PROPERTY OR RELATING THERETO (INCLUDING SPECIFICALLY, WITHOUT LIMITATION, OFFERING PACKAGES DISTRIBUTED WITH RESPECT TO THE PROPERTY) MADE OR FURNISHED BY SELLER, THE MANAGER MANAGERS OF THE PROPERTY, OR ANY PARTY REAL ESTATE BROKER OR AGENT REPRESENTING OR PURPORTING TO REPRESENT SELLER, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, UNLESS SPECIFICALLY SET FORTH IN THIS AGREEMENT OR IN ANY OF THE DOCUMENTS EXECUTED AND DELIVERED AT CLOSING. PURCHASER ALSO ACKNOWLEDGES THAT THE PURCHASE PRICE REFLECTS AND TAKES INTO ACCOUNT THAT THE PROPERTY IS BEING SOLD "AS “AS-IS".” PURCHASER REPRESENTS TO SELLER THAT PURCHASER HAS CONDUCTED, SUBJECT TO THE REPS AND WARRANTIES. PURSUANT TO THIS TERMS OF THIS AGREEMENT SELLER HAS GIVEN PURCHASER THE OPPORTUNITY TO OR WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS OF THE PROPERTY, INCLUDING BUT NOT LIMITED TO, THE PHYSICAL AND ENVIRONMENTAL CONDITIONS OF THE PROPERTYTHEREOF, AS PURCHASER MAY DEEM DEEMS NECESSARY OR DESIRABLE TO SATISFY ITSELF AS TO THE CONDITION OF THE PROPERTY AND THE EXISTENCE OR NONEXISTENCE OR CURATIVE ACTION TO BE TAKEN WITH RESPECT TO ANY HAZARDOUS OR TOXIC SUBSTANCES ON OR DISCHARGED FROM THE PROPERTY, AND PURCHASER WILL RELY SOLELY UPON SAME AND NOT UPON ANY INFORMATION PROVIDED BY OR ON BEHALF OF SELLER OR ITS AGENTS OR EMPLOYEES WITH RESPECT THERETO, OTHER THAN THE REPS AND SUCH REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLERSELLER AS ARE EXPRESSLY SET FORTH IN THIS AGREEMENT OR IN ANY OF THE DOCUMENTS EXECUTED AND DELIVERED AT CLOSING. SUBJECT TO THE REPS AND WARRANTIES, UPON CLOSING, PURCHASER SHALL ASSUME THE RISK THAT ADVERSE MATTERS, INCLUDING BUT NOT LIMITED TO, CONSTRUCTION DEFECTS AND ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS, MAY NOT HAVE BEEN REVEALED BY PURCHASER'S ’S INVESTIGATIONS, AND OTHER THAN EXCEPT WITH RESPECT TO MATTERS WHICH BY THE REPS EXPRESS TERMS OF THIS AGREEMENT SURVIVE CLOSING OR IN ANY OF THE DOCUMENTS EXECUTED AND WARRANTIES, PURCHASERDELIVERED AT CLOSING, UPON CLOSING, DOES HEREBY WAIVEPURCHASER SHALL BE DEEMED TO HAVE WAIVED, RELINQUISH RELINQUISHED AND RELEASE RELEASED SELLER (AND SELLER'S AFFILIATES ’S PARTNERS, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES AND AGENTS) FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION (INCLUDING, BUT NOT LIMITED TO, INCLUDING CAUSES OF ACTION IN TORT), LOSSES, DAMAGESLIABILITIESDAMAGES, LIABILITIES, COSTS AND EXPENSES (INCLUDING, BUT NOT LIMITED TO, INCLUDING REASONABLE ATTORNEYS' ’ FEES) OF ANY AND EVERY KIND OR CHARACTER, KNOWN OR UNKNOWN, WHICH PURCHASER MIGHT HAVE ASSERTED OR ALLEGED AGAINST SELLER (AND SELLER'S AFFILIATES’S PARTNERS, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES AND AGENTS) AT ANY TIME BY REASON OF OR ARISING OUT OF ANY LATENT OR PATENT CONSTRUCTION DEFECTS OR PHYSICAL CONDITIONS, ENVIRONMENTAL CONDITIONS (INCLUDING PRESENCE OR RELEASE OF HAZARDOUS OR TOXIC SUBSTANCES ON OR ABOUT THE PROPERTY) CONDITIONS, VIOLATIONS OF ANY APPLICABLE LAWS AND ANY AND ALL OTHER ACTSFACTS, OMISSIONS, EVENTS, EVENTS CIRCUMSTANCES OR MATTERS REGARDING THE PROPERTY.

AS-IS SALE; DISCLAIMERS. WITH RESPECT TO CLAUSES (i) THROUGH (iv) BELOW, EXCEPT IN THE CASE OF A BREACH BY SELLER OF THE REPRESENTATIONS AND WARRANTIES CONTAINED IN SECTION 8, AND EXCEPT FOR THE REPS AND WARRANTIES, IT IS UNDERSTOOD AND AGREED THAT SELLER’S BREACH OF ITS COVENANT SET FORTH IN SECTION 3D: i. SELLER IS NOT MAKING MAKING, AND HAS NOT AT ANY TIME MADE MADE, ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROPERTYPREMISES, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OR REPRESENTATIONS AS TO HABITABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. ii. PURCHASER ACKNOWLEDGES AND AGREES THAT UPON CLOSING SELLER SHALL SELL AND CONVEY TO PURCHASER BUYER, AND PURCHASER BUYER SHALL ACCEPT ACCEPT, THE PROPERTY "PREMISES “AS IS, WHERE IS, WITH ALL FAULTS", EXCEPT TO THE EXTENT OF THE REPS AND WARRANTIES”. OTHER THAN THE REPS AND WARRANTIES, PURCHASER BUYER HAS NOT RELIED AND WILL NOT RELY ON, AND SELLER IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PROPERTY PREMISES OR RELATING THERETO MADE OR FURNISHED BY SELLER, THE MANAGER OF THE PROPERTY, SELLER OR ANY PARTY REAL ESTATE BROKER OR AGENT REPRESENTING OR PURPORTING TO REPRESENT SELLER, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING. PURCHASER ALSO ALL MATERIALS, DATA AND INFORMATION DELIVERED BY SELLER TO BUYER, OR OTHERWISE MADE AVAILABLE TO BUYER, IN CONNECTION WITH THE TRANSACTION CONTEMPLATED HEREBY ARE PROVIDED TO BUYER AS A CONVENIENCE ONLY AND ANY RELIANCE ON OR USE OF SUCH MATERIALS, DATA OR INFORMATION BY BUYER SHALL BE AT THE SOLE RISK OF BUYER. NEITHER SELLER, NOR ANY AFFILIATE OF SELLER, NOR THE PERSON OR ENTITY WHICH PREPARED ANY REPORT OR REPORTS MADE AVAILABLE BY SELLER TO BUYER SHALL HAVE ANY LIABILITY TO BUYER FOR ANY INACCURACY IN OR OMISSION FROM ANY SUCH REPORTS. BUYER ACKNOWLEDGES THAT THE PURCHASE PRICE REFLECTS AND TAKES INTO ACCOUNT THAT THE PROPERTY PREMISES IS BEING SOLD "“AS IS", SUBJECT .” iii. BUYER REPRESENTS AND COVENANTS TO THE REPS AND WARRANTIES. PURSUANT TO THIS TERMS OF THIS AGREEMENT SELLER THAT BUYER HAS GIVEN PURCHASER THE OPPORTUNITY TO CONDUCT PRIOR TO CLOSING, CONDUCTED SUCH INVESTIGATIONS OF THE PROPERTYPREMISES, INCLUDING BUT NOT LIMITED TO, THE PHYSICAL AND ENVIRONMENTAL CONDITIONS OF THE PROPERTYTHEREOF, AS PURCHASER MAY DEEM BUYER DEEMS NECESSARY OR DESIRABLE TO SATISFY ITSELF AS TO THE CONDITION OF THE PROPERTY PREMISES AND THE EXISTENCE OR NONEXISTENCE OF, OR CURATIVE ACTION TO BE TAKEN WITH RESPECT TO TO, ANY HAZARDOUS OR TOXIC SUBSTANCES ON OR DISCHARGED FROM THE PROPERTYPREMISES, AND PURCHASER WILL RELY SOLELY UPON SAME AND NOT UPON ANY INFORMATION PROVIDED BY OR ON BEHALF OF SELLER OR ITS AGENTS OR EMPLOYEES WITH RESPECT THERETO, OTHER THAN THE REPS AND WARRANTIES AND COVENANTS OF SELLER. iv. SUBJECT TO THE REPS AND WARRANTIES, UPON CLOSING, PURCHASER BUYER SHALL AUTOMATICALLY ASSUME THE RISK THAT ADVERSE MATTERS, INCLUDING BUT NOT LIMITED TO, CONSTRUCTION DEFECTS AND ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS, MAY NOT HAVE BEEN REVEALED BY PURCHASER'S BUYER’S INVESTIGATIONS, AND OTHER THAN WITH RESPECT TO THE REPS AND WARRANTIES, PURCHASERBUYER, UPON CLOSING, DOES HEREBY WAIVESHALL BE DEEMED TO HAVE WAIVED, RELINQUISH RELINQUISHED AND RELEASE RELEASED SELLER (AND SELLER'S AFFILIATES ’S AFFILIATES, PREDECESSORS, SUCCESSORS, PARTNERS, MEMBERS, OFFICERS, DIRECTORS, SHAREHOLDERS, TRUSTEES, EMPLOYEES, AGENTS, REPRESENTATIVES, LENDERS, CONSULTANTS AND ATTORNEYS) FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION IN LAW OR IN EQUITY (INCLUDING, BUT NOT LIMITED TO, INCLUDING CAUSES OF ACTION IN TORT), LOSSES, DAMAGESLIABILITIESDAMAGES, LIABILITIES, COSTS AND EXPENSES (INCLUDING, BUT NOT LIMITED TO, INCLUDING REASONABLE ATTORNEYS' ’ FEES) OF ANY AND EVERY KIND OR CHARACTER, KNOWN OR UNKNOWN, FIXED OR CONTINGENT, WHICH PURCHASER BUYER MIGHT HAVE ASSERTED OR ALLEGED AGAINST SELLER (AND SELLER'S ’S AFFILIATES, PREDECESSORS, SUCCESSORS, PARTNERS, MEMBERS, OFFICERS, DIRECTORS, SHAREHOLDERS, TRUSTEES, EMPLOYEES, AGENTS, REPRESENTATIVES, LENDERS, CONSULTANTS AND ATTORNEYS) AT ANY TIME BY REASON OF OR ARISING OUT OF ANY LATENT OR PATENT CONSTRUCTION DEFECTS OR PHYSICAL CONDITIONS, ENVIRONMENTAL CONDITIONS (INCLUDING PRESENCE OR RELEASE OF HAZARDOUS OR TOXIC SUBSTANCES ON OR ABOUT THE PROPERTY) VIOLATIONS OF ANY APPLICABLE LAWS AND ANY AND ALL OTHER ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR MATTERS REGARDING THE PROPERTYPREMISES. THE UNDERSIGNED ACKNOWLEDGES THAT IT HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS 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.” THE UNDERSIGNED, BEING AWARE OF THIS CODE SECTION, HEREBY EXPRESSLY WAIVES ANY RIGHTS IT MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPALS OF SIMILAR EFFECT. _____________________ Buyer’s Initials

AS-IS SALE; DISCLAIMERS. BUYER ACKNOWLEDGES AND AGREES THAT EXCEPT FOR THE REPS AND WARRANTIESAS EXPRESSLY SET FORTH IN THIS AGREEMENT, IT IS UNDERSTOOD AND AGREED THAT SELLER IS NOT MAKING AND MAKING, HAS NOT AT ANY TIME MADE MADE, AND SPECIFICALLY NEGATES AND DISCLAIMS, ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROPERTYANY PROPERTY OR PROPERTIES, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OR REPRESENTATIONS AS TO HABITABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. PURCHASER BUYER ACKNOWLEDGES AND AGREES THAT UPON CLOSING SELLER SHALL SELL AND CONVEY TO PURCHASER BUYER AND PURCHASER BUYER SHALL ACCEPT THE EACH PROPERTY "“AS IS, IS WHERE IS, WITH ALL FAULTS", ”. EXCEPT TO THE EXTENT OF EXPRESSLY PROVIDED OTHERWISE IN THIS AGREEMENT, THE REPS PROPERTY LEASES, THE MASTER AGREEMENTS OR IN ANY OTHER DOCUMENT EXECUTED BY SELLER AND WARRANTIESDELIVERED TO BUYER AT CLOSING. OTHER THAN THE REPS AND WARRANTIES, PURCHASER BUYER HAS NOT RELIED AND WILL NOT RELY ON, AND SELLER IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE ANY PROPERTY OR PROPERTIES OR RELATING THERETO (INCLUDING SPECIFICALLY, WITHOUT LIMITATION, OFFERING PACKAGES DISTRIBUTED WITH RESPECT TO THE PROPERTIES) MADE OR FURNISHED BY SELLER, THE MANAGER OF THE PROPERTYANY SELLER PARTY, OR ANY PARTY ADVISOR, REAL ESTATE BROKER OR AGENT REPRESENTING OR PURPORTING TO REPRESENT SELLER, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, UNLESS SPECIFICALLY SET FORTH IN THIS AGREEMENT. PURCHASER BUYER ALSO ACKNOWLEDGES THAT THE PURCHASE PRICE REFLECTS AND TAKES INTO ACCOUNT THAT THE PROPERTY IS PROPERTIES ARE BEING SOLD "AS “AS-IS".” BUYER REPRESENTS TO SELLER THAT IT IS A KNOWLEDGEABLE, SUBJECT TO THE REPS EXPERIENCED AND WARRANTIES. PURSUANT TO THIS TERMS SOPHISTICATED BUYER OF THIS AGREEMENT SELLER REAL ESTATE, AND THAT IT HAS GIVEN PURCHASER THE OPPORTUNITY TO CONDUCTED, OR WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS OF THE PROPERTYPROPERTIES, INCLUDING BUT NOT LIMITED TO, THE PHYSICAL AND ENVIRONMENTAL CONDITIONS OF THE PROPERTY, THEREOF. AS PURCHASER MAY DEEM BUYER DEEMS NECESSARY OR DESIRABLE TO SATISFY ITSELF AS TO THE CONDITION OF THE PROPERTY PROPERTIES AND THE EXISTENCE OR NONEXISTENCE OR CURATIVE ACTION TO BE TAKEN WITH RESPECT TO ANY HAZARDOUS OR TOXIC SUBSTANCES ON OR DISCHARGED FROM THE PROPERTYPROPERTIES, AND PURCHASER WILL RELY SOLELY UPON SAME AND NOT UPON ANY INFORMATION PROVIDED BY OR ON BEHALF OF SELLER OR ITS AGENTS OR EMPLOYEES WITH RESPECT THERETO, . OTHER THAN THE REPS AND SUCH REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLERSELLER AS ARE EXPRESSLY SET FORTH IN THIS AGREEMENT. SUBJECT TO THE REPS AND WARRANTIES, UPON CLOSING, PURCHASER BUYER SHALL ASSUME THE RISK THAT ADVERSE MATTERS, INCLUDING BUT NOT LIMITED TO, CONSTRUCTION DEFECTS AND ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS, MAY NOT HAVE BEEN REVEALED BY PURCHASER'S BUYER’S INVESTIGATIONS, AND OTHER THAN EXCEPT WITH RESPECT TO MATTERS WHICH BY THE REPS AND WARRANTIESEXPRESS TERMS OF THIS AGREEMENT SURVIVE THE CLOSING OR TO THE EXTENT SEPARATELY ADDRESSED IN THE APPLICABLE PROPERTY LEASE, PURCHASERBUYER, UPON CLOSING, DOES HEREBY WAIVESHALL BE DEEMED TO HAVE WAIVED, RELINQUISH RELINQUISHED AND RELEASE RELEASED SELLER (AND SELLER'S AFFILIATES ’S PARTNERS, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES AND AGENTS) FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION (INCLUDING, BUT NOT LIMITED TO, INCLUDING CAUSES OF ACTION IN TORT), LOSSES, DAMAGESLIABILITIESDAMAGES, LIABILITIES, COSTS AND EXPENSES (INCLUDING, BUT NOT LIMITED TO, INCLUDING REASONABLE ATTORNEYS' ’ FEES) OF ANY AND EVERY KIND OR CHARACTER, KNOWN OR UNKNOWN, WHICH PURCHASER BUYER MIGHT HAVE ASSERTED OR ALLEGED AGAINST SELLER (AND SELLER'S AFFILIATES’S PARTNERS, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES AND AGENTS) AT ANY TIME BY REASON OF OR ARISING OUT OF ANY LATENT OR PATENT CONSTRUCTION DEFECTS OR PHYSICAL CONDITIONS, ENVIRONMENTAL CONDITIONS (INCLUDING PRESENCE OR RELEASE OF HAZARDOUS OR TOXIC SUBSTANCES ON OR ABOUT THE PROPERTY) CONDITIONS, VIOLATIONS OF ANY APPLICABLE LAWS AND ANY AND ALL OTHER ACTSFACTS, OMISSIONS, EVENTS, EVENTS CIRCUMSTANCES OR MATTERS REGARDING THE PROPERTYPROPERTIES.

AS-IS SALE; DISCLAIMERS. EXCEPT FOR AS EXPRESSLY SET FORTH IN THE REPS AND WARRANTIESEXPRESS REPRESENTATIONS, IT IS UNDERSTOOD AND AGREED THAT THAT, NEITHER SELLER NOR ANY OF ITS AFFILIATES IS NOT MAKING AND OR HAS NOT AT ANY TIME MADE ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OR REPRESENTATIONS AS TO HABITABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. PURCHASER BUYER ACKNOWLEDGES AND AGREES THAT THAT, UPON CLOSING THE CLOSING, SELLER SHALL SELL AND CONVEY TO PURCHASER BUYER AND PURCHASER BUYER SHALL ACCEPT THE PROPERTY "“AS IS, WHERE IS, WITH ALL FAULTS", ,” EXCEPT TO THE EXTENT OF EXPRESSLY PROVIDED OTHERWISE IN THE REPS AND WARRANTIESEXPRESS REPRESENTATIONS OR IMPLIED BY LAW IN THE DEED UNDER COLORADO REVISED STATUTES SECTION 00-00-000. OTHER THAN THE REPS AND WARRANTIES, PURCHASER BUYER HAS NOT RELIED AND WILL NOT RELY ON, AND SELLER IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PROPERTY OR RELATING THERETO (INCLUDING SPECIFICALLY, WITHOUT LIMITATION, OFFERING PACKAGES DISTRIBUTED WITH RESPECT TO THE PROPERTY) MADE OR FURNISHED BY SELLERSELLER OR ITS AFFILIATES, INCLUDING, WITHOUT LIMITATION, THE MANAGER OF THE PROPERTY, OR ANY PARTY REAL ESTATE BROKER OR AGENT REPRESENTING OR PURPORTING TO REPRESENT SELLER, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, UNLESS SPECIFICALLY SET FORTH HEREIN. PURCHASER BUYER ALSO ACKNOWLEDGES THAT THE PURCHASE PRICE REFLECTS AND TAKES INTO ACCOUNT THAT THE PROPERTY IS BEING SOLD "AS “AS-IS", SUBJECT TO .” BUYER FURTHER ACKNOWLEDGES THAT NEITHER SELLER NOR THE REPS AND WARRANTIES. PURSUANT TO THIS TERMS BROKER NOR ANYONE ACTING ON BEHALF OF THIS AGREEMENT SELLER HAS GIVEN PURCHASER MADE ANY REPRESENTATIONS REGARDING THE OPPORTUNITY ZONING, DEVELOPMENT POTENTIAL AND/OR RESTRICTIONS, OR THE SUITABILITY OF THE PROPERTY FOR BUYER'S INTENDED USE AND BUYER SHALL DETERMINE ALL SUCH MATTERS ON ITS OWN BEHALF. BUYER REPRESENTS TO CONDUCT PRIOR TO CLOSING, SELLER THAT BUYER HAS CONDUCTED SUCH INVESTIGATIONS OF THE PROPERTY, INCLUDING BUT NOT LIMITED TO, THE PHYSICAL AND ENVIRONMENTAL CONDITIONS OF THE PROPERTYTHEREOF, AS PURCHASER MAY DEEM BUYER DEEMS NECESSARY OR DESIRABLE TO SATISFY ITSELF AS TO THE CONDITION OF THE PROPERTY AND THE EXISTENCE OR NONEXISTENCE OR CURATIVE ACTION TO BE TAKEN WITH RESPECT TO ANY HAZARDOUS OR TOXIC SUBSTANCES MATERIALS (AS DEFINED BELOW IN THIS SECTION 8.2) ON OR DISCHARGED FROM THE PROPERTY, AND PURCHASER WILL RELY SOLELY UPON SAME AND NOT UPON ANY INFORMATION PROVIDED BY OR ON BEHALF OF SELLER OR ITS AFFILIATES (INCLUDING, WITHOUT LIMITATION, THE MANAGER OF THE PROPERTY), AGENTS OR EMPLOYEES WITH RESPECT THERETO, OTHER THAN THE REPS AND SUCH REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLERSELLER AS ARE EXPRESSLY SET FORTH HEREIN OR IMPLIED BY LAW IN THE DEED UNDER COLORADO REVISED STATUTES SECTION 00-00-000. SUBJECT TO UPON THE REPS AND WARRANTIES, UPON CLOSING, PURCHASER BUYER SHALL ASSUME THE RISK THAT ADVERSE MATTERS, INCLUDING BUT NOT LIMITED TO, CONSTRUCTION DEFECTS AND ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS, MAY NOT HAVE BEEN REVEALED BY PURCHASERBUYER'S INVESTIGATIONS, AND OTHER THAN WITH RESPECT TO THE REPS AND WARRANTIES, PURCHASERBUYER, UPON THE CLOSING, DOES HEREBY WAIVESHALL BE DEEMED TO HAVE WAIVED, RELINQUISH RELINQUISHED AND RELEASE RELEASED SELLER AND ANY OFFICER, DIRECTOR, EMPLOYEE, TRUSTEE, SHAREHOLDER, PARTNER, MEMBER, PRINCIPAL, PARENT, SUBSIDIARY OR OTHER AFFILIATE OF SELLER'S AFFILIATES , AS WELL AS ANY OFFICER, DIRECTOR, EMPLOYEE, TRUSTEE, SHAREHOLDER, PARTNER, MEMBER, OR PRINCIPAL OF ANY SUCH PARENT, SUBSIDIARY OR OTHER AFFILIATE, AND THE RESPECTIVE SUCCESSORS AND ASSIGNS OF EACH OF THE FOREGOING (COLLECTIVELY, THE “SELLER PARTIES”) FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION (INCLUDING, BUT NOT LIMITED TO, INCLUDING CAUSES OF ACTION IN TORT), LOSSES, DAMAGESLIABILITIESDAMAGES, LIABILITIES, COSTS AND EXPENSES (INCLUDING, BUT NOT LIMITED TO, INCLUDING REASONABLE ATTORNEYS' FEES) OF ANY AND EVERY KIND OR CHARACTER, KNOWN OR UNKNOWN, WHICH PURCHASER BUYER MIGHT HAVE ASSERTED OR ALLEGED AGAINST SELLER (AND SELLER'S AFFILIATES) THE SELLER PARTIES AT ANY TIME BY REASON OF OR ARISING OUT OF ANY LATENT OR PATENT CONSTRUCTION DEFECTS OR PHYSICAL CONDITIONS, ENVIRONMENTAL CONDITIONS (INCLUDING PRESENCE OR RELEASE OF HAZARDOUS OR TOXIC SUBSTANCES ON OR ABOUT THE PROPERTY) VIOLATIONS OF ANY APPLICABLE LAWS AND ANY AND ALL OTHER ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR MATTERS REGARDING THE PROPERTY, ALL SUBJECT TO AND WITHOUT LIMITING SELLER'S EXPRESS REPRESENTATIONS, WARRANTIES OR COVENANTS HEREUNDER INCLUDING THE CONVEYANCE DOCUMENTS ATTACHED AS EXHIBITS. BUYER ACKNOWLEDGES THAT SUCH ADVERSE MATTERS MAY AFFECT BUYER'S ABILITY TO SELL, LEASE OR FINANCE THE PROPERTY AT ANY TIME AND FROM TIME TO TIME.

AS-IS SALE; DISCLAIMERS. EXCEPT FOR THE REPS AND WARRANTIESAS EXPRESSLY SET FORTH IN THIS AGREEMENT, IT IS UNDERSTOOD AND AGREED THAT SELLER IS NOT MAKING AND HAS NOT AT ANY TIME MADE ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OR REPRESENTATIONS AS TO HABITABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. PURCHASER ACKNOWLEDGES AND AGREES THAT UPON CLOSING SELLER SHALL SELL AND CONVEY TO PURCHASER AND PURCHASER SHALL ACCEPT THE PROPERTY "AS IS, WHERE IS, WITH ALL FAULTS", ." EXCEPT TO THE EXTENT OF EXPRESSLY PROVIDED OTHERWISE IN THIS AGREEMENT OR THE REPS DOCUMENTS EXECUTED AND WARRANTIES. OTHER THAN THE REPS AND WARRANTIESDELIVERED AT CLOSING TO CONSUMMATE THIS AGREEMENT, PURCHASER HAS NOT RELIED AND WILL NOT RELY ON, AND SELLER IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PROPERTY OR RELATING THERETO (INCLUDING SPECIFICALLY, WITHOUT LIMITATION, OFFERING PACKAGES DISTRIBUTED WITH RESPECT TO THE PROPERTY) MADE OR FURNISHED BY SELLER, THE MANAGER MANAGERS OF THE PROPERTY, OR ANY PARTY REAL ESTATE BROKER OR AGENT REPRESENTING OR PURPORTING TO REPRESENT SELLER, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, UNLESS SPECIFICALLY SET FORTH IN THIS AGREEMENT. PURCHASER ALSO ACKNOWLEDGES REPRESENTS TO SELLER THAT THE PURCHASE PRICE REFLECTS AND TAKES INTO ACCOUNT THAT THE PROPERTY IS BEING SOLD "AS IS"PURCHASER HAS CONDUCTED, SUBJECT TO THE REPS AND WARRANTIES. PURSUANT TO THIS TERMS OF THIS AGREEMENT SELLER HAS GIVEN PURCHASER THE OPPORTUNITY TO OR WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS OF THE PROPERTY, INCLUDING BUT NOT LIMITED TO, THE PHYSICAL AND ENVIRONMENTAL CONDITIONS OF THE PROPERTYTHEREOF, AS PURCHASER MAY DEEM DEEMS NECESSARY OR DESIRABLE TO SATISFY ITSELF AS TO THE CONDITION OF THE PROPERTY AND THE EXISTENCE OR NONEXISTENCE OR CURATIVE ACTION TO BE TAKEN WITH RESPECT TO ANY HAZARDOUS OR TOXIC SUBSTANCES ON OR DISCHARGED FROM THE PROPERTY, AND PURCHASER WILL RELY SOLELY UPON SAME AND NOT UPON ANY INFORMATION PROVIDED BY OR ON BEHALF OF SELLER OR ITS AGENTS OR EMPLOYEES WITH RESPECT THERETO, OTHER THAN THE REPS AND SUCH REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLERSELLER AS ARE EXPRESSLY SET FORTH IN THIS AGREEMENT OR THE DOCUMENTS EXECUTED AND DELIVERED AT CLOSING TO CONSUMMATE THIS AGREEMENT. SUBJECT TO THE REPS AND WARRANTIES, UPON CLOSING, PURCHASER SHALL ASSUME THE RISK THAT ADVERSE MATTERS, INCLUDING BUT NOT LIMITED TO, CONSTRUCTION DEFECTS AND ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS, MAY NOT HAVE BEEN REVEALED BY PURCHASER'S INVESTIGATIONS, INVESTIGATIONS AND OTHER THAN WITH RESPECT TO THE REPS AND WARRANTIES, PURCHASER, UPON CLOSING, DOES HEREBY WAIVESHALL BE DEEMED TO HAVE WAIVED, RELINQUISH RELINQUISHED AND RELEASE RELEASED SELLER (AND SELLER'S AFFILIATES OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES AND AGENTS) FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION (INCLUDING, BUT NOT LIMITED TO, INCLUDING CAUSES OF ACTION IN TORT), LOSSES, DAMAGESLIABILITIESDAMAGES, LIABILITIES, COSTS AND EXPENSES (INCLUDING, BUT NOT LIMITED TO, INCLUDING REASONABLE ATTORNEYS' FEES) OF ANY AND EVERY KIND OR CHARACTER, KNOWN OR UNKNOWN, WHICH PURCHASER MIGHT HAVE ASSERTED OR ALLEGED AGAINST SELLER (AND OR SELLER'S AFFILIATESOFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES OR AGENTS) AT ANY TIME BY REASON OF OR ARISING OUT OF ANY LATENT OR PATENT CONSTRUCTION DEFECTS OR PHYSICAL OR ENVIRONMENTAL CONDITIONS, ENVIRONMENTAL CONDITIONS (INCLUDING PRESENCE OR RELEASE OF HAZARDOUS OR TOXIC SUBSTANCES ON OR ABOUT THE PROPERTY) VIOLATIONS OF ANY APPLICABLE LAWS AND ANY AND ALL OTHER ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR MATTERS REGARDING THE PROPERTY.

AS-IS SALE; DISCLAIMERS. EXCEPT FOR THE REPS AND WARRANTIESAS EXPRESSLY SET FORTH IN THIS AGREEMENT, IT IS UNDERSTOOD AND AGREED THAT SELLER IS NOT MAKING AND HAS NOT AT ANY TIME MADE ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OR REPRESENTATIONS AS TO HABITABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. PURCHASER ACKNOWLEDGES AND AGREES THAT UPON CLOSING SELLER SHALL SELL AND CONVEY TO PURCHASER BUYER AND PURCHASER BUYER SHALL ACCEPT THE PROPERTY "AS IS, . WHERE IS, WITH ALL FAULTS", EXCEPT TO THE EXTENT OF THE REPS AND WARRANTIESEXPRESSLY PROVIDED OTHERWISE IN THIS AGREEMENT. OTHER THAN THE REPS AND WARRANTIES, PURCHASER BUYER HAS NOT RELIED AND WILL NOT RELY ON, AND SELLER IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PROPERTY OR RELATING THERETO (INCLUDING SPECIFICALLY, WITHOUT LIMITATION, OFFERING PACKAGES DISTRIBUTED WITH RESPECT TO THE PROPERTY) MADE OR FURNISHED BY SELLER, THE MANAGER MANAGERS OF THE PROPERTY, OR ANY PARTY REAL ESTATE BROKER OR AGENT REPRESENTING OR PURPORTING TO REPRESENT SELLER, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, UNLESS SPECIFICALLY SET FORTH IN THIS AGREEMENT. PURCHASER ALSO BUYER ACKNOWLEDGES THAT THE PURCHASE PRICE REFLECTS AND TAKES INTO ACCOUNT THAT THE PROPERTY IS BEING SOLD "AS IS"." BUYER REPRESENTS AND COVENANTS TO SELLER THAT BUYER HAS CONDUCTED, SUBJECT TO THE REPS AND WARRANTIES. PURSUANT TO THIS TERMS OF THIS AGREEMENT SELLER HAS GIVEN PURCHASER THE OPPORTUNITY TO OR WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS OF THE PROPERTY, INCLUDING BUT NOT LIMITED TO, THE PHYSICAL AND ENVIRONMENTAL CONDITIONS OF THE PROPERTYTHEREOF, AS PURCHASER MAY DEEM BUYER DEEMS NECESSARY OR DESIRABLE TO SATISFY ITSELF AS TO THE CONDITION OF THE PROPERTY AND THE EXISTENCE OR NONEXISTENCE OR CURATIVE ACTION TO BE TAKEN WITH RESPECT TO ANY HAZARDOUS OR TOXIC SUBSTANCES ON OR DISCHARGED FROM THE PROPERTY, AND PURCHASER WILL RELY SOLELY UPON SAME AND NOT UPON ANY INFORMATION PROVIDED BY OR ON BEHALF OF SELLER OR ITS AGENTS OR EMPLOYEES WITH RESPECT THERETO, OTHER THAN THE REPS AND SUCH REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER. SUBJECT TO THE REPS AND WARRANTIES, SELLER AS ARE EXPRESSLY SET FORTH IN THIS AGREEMENT UPON CLOSING, PURCHASER BUYER SHALL ASSUME THE RISK THAT ADVERSE MATTERS, INCLUDING BUT NOT LIMITED TO, CONSTRUCTION DEFECTS AND ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS, MAY NOT HAVE BEEN REVEALED BY PURCHASERBUYER'S INVESTIGATIONS, AND OTHER THAN WITH RESPECT TO THE REPS AND WARRANTIES, PURCHASERBUYER, UPON CLOSING, DOES HEREBY WAIVESHALL BE DEEMED TO HAVE WAIVED, RELINQUISH RELINQUISHED AND RELEASE RELEASED SELLER (AND SELLER'S AFFILIATES OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES AND AGENTS) FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION (INCLUDING, BUT NOT LIMITED TO, INCLUDING CAUSES OF ACTION IN TORT), LOSSES, DAMAGESLIABILITIESDAMAGES, COSTS LIABILITIES, COSIS AND EXPENSES (INCLUDING, BUT NOT LIMITED TO, INCLUDING REASONABLE ATTORNEYS' FEES) OF ANY AND EVERY KIND OR CHARACTER, KNOWN OR UNKNOWN, WHICH PURCHASER BUYER MIGHT HAVE ASSERTED OR ALLEGED AGAINST SELLER (AND SELLER'S AFFILIATESOFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES AND AGENTS) AT ANY TIME BY REASON OF OR ARISING OUT OF ANY LATENT OR PATENT CONSTRUCTION DEFECTS OR PHYSICAL CONDITIONS, ENVIRONMENTAL CONDITIONS (INCLUDING PRESENCE OR RELEASE OF HAZARDOUS OR TOXIC SUBSTANCES ON OR ABOUT THE PROPERTY) VIOLATIONS OF ANY APPLICABLE LAWS AND ANY AND ALL OTHER ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR MATTERS REGARDING THE PROPERTY, EXCEPT FOR SUCH MATTERS UPON WHICH SELLER HAS REPRESENTED AND WARRANTED HEREIN, OR ARE EXPRESSLY SET FORTH OTHERWISE IN THIS AGREEMENT. IN CONNECTION THEREWITH, BUYER EXPRESSLY WAIVES ALL RIGHTS UNDER CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES THAT: "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."

AS-IS SALE; DISCLAIMERS. EXCEPT FOR THE REPS AND WARRANTIES, IT IS UNDERSTOOD AND AGREED THAT AS EXPRESSLY SET FORTH IN THIS AGREEMENT: (a) SELLER IS NOT MAKING AND HAS NOT AT ANY TIME MADE ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROPERTYPROPERTIES, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OR REPRESENTATIONS AS TO HABITABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. PURCHASER ACKNOWLEDGES AND AGREES THAT . (b) UPON CLOSING SELLER SHALL SELL AND CONVEY TO PURCHASER BUYER AND PURCHASER BUYER SHALL ACCEPT THE PROPERTY "PROPERTIES “AS IS, WHERE IS, WITH ALL FAULTS", EXCEPT TO THE EXTENT OF THE REPS AND WARRANTIES”. OTHER THAN THE REPS AND WARRANTIES, PURCHASER BUYER HAS NOT RELIED AND WILL NOT RELY ON, AND SELLER IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PROPERTY PROPERTIES OR RELATING THERETO (INCLUDING SPECIFICALLY, WITHOUT LIMITATION, OFFERING PACKAGES DISTRIBUTED WITH RESPECT TO THE PROPERTIES) MADE OR FURNISHED BY SELLER, THE MANAGER MANAGERS OF THE PROPERTYPROPERTIES, OR ANY PARTY REAL ESTATE BROKER OR AGENT REPRESENTING OR PURPORTING TO REPRESENT SELLER, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, EXCEPT THOSE MADE IN THIS AGREEMENT. PURCHASER ALSO ALL MATERIALS, DATA AND INFORMATION DELIVERED BY SELLER TO BUYER IN CONNECTION WITH THE TRANSACTION CONTEMPLATED HEREBY ARE PROVIDED TO BUYER AS A CONVENIENCE ONLY AND ANY RELIANCE ON OR USE OF SUCH MATERIALS, DATA OR INFORMATION BY BUYER SHALL BE AT THE SOLE RISK OF BUYER, EXCEPT AS OTHERWISE EXPRESSLY STATED HEREIN. NEITHER SELLER, NOR ANY AFFILIATE OF SELLER, NOR THE PERSON OR ENTITY WHICH PREPARED ANY REPORT OR REPORTS DELIVERED BY SELLER TO BUYER SHALL HAVE ANY LIABILITY TO BUYER FOR ANY INACCURACY IN OR OMISSION FROM ANY SUCH REPORTS. BUYER ACKNOWLEDGES THAT THE PURCHASE PRICE REFLECTS AND TAKES INTO ACCOUNT THAT THE PROPERTY IS PROPERTIES ARE BEING SOLD "“AS IS".” (c) BUYER REPRESENTS AND COVENANTS TO SELLER THAT BUYER HAS CONDUCTED, SUBJECT TO THE REPS AND WARRANTIES. PURSUANT TO THIS TERMS OF THIS AGREEMENT SELLER HAS GIVEN PURCHASER THE OPPORTUNITY TO OR WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS OF THE PROPERTYPROPERTIES, INCLUDING BUT NOT LIMITED TO, THE PHYSICAL AND ENVIRONMENTAL CONDITIONS OF THE PROPERTYTHEREOF, AS PURCHASER MAY DEEM BUYER DEEMS NECESSARY OR DESIRABLE TO SATISFY ITSELF AS TO THE CONDITION OF THE PROPERTY PROPERTIES AND THE EXISTENCE OR NONEXISTENCE OR CURATIVE ACTION TO BE TAKEN WITH RESPECT TO ANY HAZARDOUS MATERIALS OR TOXIC SUBSTANCES ON OR DISCHARGED FROM THE PROPERTYPROPERTIES, AND PURCHASER WILL RELY SOLELY UPON SAME AND NOT UPON ANY INFORMATION PROVIDED BY OR ON BEHALF OF SELLER OR ITS AGENTS OR EMPLOYEES WITH RESPECT THERETO, OTHER THAN THE REPS AND WARRANTIES AND COVENANTS OF SELLER. SUBJECT TO THE REPS AND WARRANTIES, . (d) UPON CLOSING, PURCHASER BUYER SHALL ASSUME THE RISK THAT ADVERSE MATTERS, INCLUDING BUT NOT LIMITED TO, CONSTRUCTION DEFECTS AND ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS, MAY NOT HAVE BEEN REVEALED BY PURCHASERBUYER'S INVESTIGATIONS, AND OTHER THAN WITH RESPECT TO THE REPS AND WARRANTIES, PURCHASERBUYER, UPON CLOSING, DOES HEREBY WAIVESHALL BE DEEMED TO HAVE WAIVED, RELINQUISH RELINQUISHED AND RELEASE RELEASED SELLER (AND SELLER'S AFFILIATES OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES AND AGENTS) FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION (INCLUDING, BUT NOT LIMITED TO, INCLUDING CAUSES OF ACTION IN TORT), LOSSES, DAMAGESLIABILITIESDAMAGES, LIABILITIES, COSTS AND EXPENSES (INCLUDING, BUT NOT LIMITED TO, INCLUDING REASONABLE ATTORNEYS' FEES) OF ANY AND EVERY KIND OR CHARACTER, KNOWN OR UNKNOWN, WHICH PURCHASER BUYER MIGHT HAVE ASSERTED OR ALLEGED AGAINST SELLER (AND SELLER'S AFFILIATESOFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES AND AGENTS) AT ANY TIME BY REASON OF OR ARISING OUT OF ANY LATENT OR PATENT CONSTRUCTION DEFECTS OR PHYSICAL CONDITIONS, ENVIRONMENTAL CONDITIONS (INCLUDING PRESENCE OR RELEASE OF HAZARDOUS OR TOXIC SUBSTANCES ON OR ABOUT THE PROPERTY) VIOLATIONS OF ANY APPLICABLE LAWS AND ANY AND ALL OTHER ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR MATTERS REGARDING THE PROPERTYPROPERTIES.

AS-IS SALE; DISCLAIMERS. EXCEPT FOR AS EXPRESSLY SET FORTH IN THE REPS AND WARRANTIESEXPRESS REPRESENTATIONS, IT IS UNDERSTOOD AND AGREED THAT THAT, NEITHER SELLER NOR ANY OF ITS AFFILIATES IS NOT MAKING AND OR HAS NOT AT ANY TIME MADE ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OR REPRESENTATIONS AS TO HABITABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. PURCHASER BUYER ACKNOWLEDGES AND AGREES THAT THAT, UPON CLOSING THE CLOSING, SELLER SHALL SELL AND CONVEY TO PURCHASER BUYER AND PURCHASER BUYER SHALL ACCEPT THE PROPERTY "“AS IS, WHERE IS, WITH ALL FAULTS", ,” EXCEPT TO THE EXTENT OF EXPRESSLY PROVIDED OTHERWISE IN THE REPS AND WARRANTIESEXPRESS REPRESENTATIONS OR IMPLIED BY LAW IN THE DEED UNDER CALIFORNIA CIVIL CODE SECTION 1113. OTHER THAN THE REPS AND WARRANTIES, PURCHASER BUYER HAS NOT RELIED AND WILL NOT RELY ON, AND SELLER IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PROPERTY OR RELATING THERETO (INCLUDING SPECIFICALLY, WITHOUT LIMITATION, OFFERING PACKAGES DISTRIBUTED WITH RESPECT TO THE PROPERTY) MADE OR FURNISHED BY SELLERSELLER OR ITS AFFILIATES, INCLUDING, WITHOUT LIMITATION, THE MANAGER OF THE PROPERTY, OR ANY PARTY REAL ESTATE BROKER OR AGENT REPRESENTING OR PURPORTING TO REPRESENT SELLER, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, UNLESS SPECIFICALLY SET FORTH HEREIN. PURCHASER BUYER ALSO ACKNOWLEDGES THAT THE PURCHASE PRICE REFLECTS AND TAKES INTO ACCOUNT THAT THE PROPERTY IS BEING SOLD "AS “AS-IS", SUBJECT TO .” BUYER FURTHER ACKNOWLEDGES THAT NEITHER SELLER NOR THE REPS AND WARRANTIES. PURSUANT TO THIS TERMS BROKER NOR ANYONE ACTING ON BEHALF OF THIS AGREEMENT SELLER HAS GIVEN PURCHASER MADE ANY REPRESENTATIONS REGARDING THE OPPORTUNITY ZONING, DEVELOPMENT POTENTIAL AND/OR RESTRICTIONS, OR THE SUITABILITY OF THE PROPERTY FOR BUYER’S INTENDED USE AND BUYER SHALL DETERMINE ALL SUCH MATTERS ON ITS OWN BEHALF. BUYER REPRESENTS TO CONDUCT PRIOR TO CLOSING, SELLER THAT BUYER HAS CONDUCTED SUCH INVESTIGATIONS OF THE PROPERTY, INCLUDING BUT NOT LIMITED TO, THE PHYSICAL AND ENVIRONMENTAL CONDITIONS OF THE PROPERTYTHEREOF, AS PURCHASER MAY DEEM BUYER DEEMS NECESSARY OR DESIRABLE TO SATISFY ITSELF AS TO THE CONDITION OF THE PROPERTY AND THE EXISTENCE OR NONEXISTENCE OR CURATIVE ACTION TO BE TAKEN WITH RESPECT TO ANY HAZARDOUS OR TOXIC SUBSTANCES MATERIALS (AS DEFINED BELOW IN THIS SECTION 8.2) ON OR DISCHARGED FROM THE PROPERTY, AND PURCHASER WILL RELY SOLELY UPON SAME AND NOT UPON ANY INFORMATION PROVIDED BY OR ON BEHALF OF SELLER OR ITS AFFILIATES (INCLUDING, WITHOUT LIMITATION, THE MANAGER OF THE PROPERTY), AGENTS OR EMPLOYEES WITH RESPECT THERETO, OTHER THAN THE REPS AND SUCH REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLERSELLER AS ARE EXPRESSLY SET FORTH HEREIN OR IMPLIED BY LAW IN THE DEED UNDER CALIFORNIA CIVIL CODE SECTION 1113. SUBJECT TO UPON THE REPS AND WARRANTIES, UPON CLOSING, PURCHASER BUYER SHALL ASSUME THE RISK THAT ADVERSE MATTERS, INCLUDING BUT NOT LIMITED TO, CONSTRUCTION DEFECTS AND ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS, MAY NOT HAVE BEEN REVEALED BY PURCHASER'S BUYER’S INVESTIGATIONS, AND OTHER THAN WITH RESPECT TO THE REPS AND WARRANTIES, PURCHASERBUYER, UPON THE CLOSING, DOES HEREBY WAIVESHALL BE DEEMED TO HAVE WAIVED, RELINQUISH RELINQUISHED AND RELEASE RELEASED SELLER AND ANY OFFICER, DIRECTOR, EMPLOYEE, TRUSTEE, SHAREHOLDER, PARTNER, MEMBER, PRINCIPAL, PARENT, SUBSIDIARY OR OTHER AFFILIATE OF SELLER'S AFFILIATES , AS WELL AS ANY OFFICER, DIRECTOR, EMPLOYEE, TRUSTEE, SHAREHOLDER, PARTNER, MEMBER, OR PRINCIPAL OF ANY SUCH PARENT, SUBSIDIARY OR OTHER AFFILIATE, AND THE RESPECTIVE SUCCESSORS AND ASSIGNS OF EACH OF THE FOREGOING (COLLECTIVELY, THE “SELLER PARTIES”) FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION (INCLUDING, BUT NOT LIMITED TO, INCLUDING CAUSES OF ACTION IN TORT), LOSSES, DAMAGESLIABILITIESDAMAGES, LIABILITIES, COSTS AND EXPENSES (INCLUDING, BUT NOT LIMITED TO, INCLUDING REASONABLE ATTORNEYS' ’ FEES) OF ANY AND EVERY KIND OR CHARACTER, KNOWN OR UNKNOWN, WHICH PURCHASER BUYER MIGHT HAVE ASSERTED OR ALLEGED AGAINST SELLER (AND SELLER'S AFFILIATES) THE SELLER PARTIES AT ANY TIME BY REASON OF OR ARISING OUT OF ANY LATENT OR PATENT CONSTRUCTION DEFECTS OR PHYSICAL CONDITIONS, ENVIRONMENTAL CONDITIONS (INCLUDING PRESENCE OR RELEASE OF HAZARDOUS OR TOXIC SUBSTANCES ON OR ABOUT THE PROPERTY) VIOLATIONS OF ANY APPLICABLE LAWS AND ANY AND ALL OTHER ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR MATTERS REGARDING THE PROPERTY, ALL SUBJECT TO AND WITHOUT LIMITING SELLER’S EXPRESS REPRESENTATIONS, WARRANTIES OR COVENANTS HEREUNDER INCLUDING THE CONVEYANCE DOCUMENTS ATTACHED AS EXHIBITS. BUYER ACKNOWLEDGES THAT SUCH ADVERSE MATTERS MAY AFFECT BUYER’S ABILITY TO SELL, LEASE OR FINANCE THE PROPERTY AT ANY TIME AND FROM TIME TO TIME. WITH RESPECT TO THE RELEASES AND WAIVERS SET FORTH IN THIS SECTION 8.2 AND SECTION 2.2, BUYER EXPRESSLY WAIVES THE BENEFITS OF SECTION 1542 OF THE CALIFORNIA CIVIL CODE, 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.” BUYER’S INITIALS: /s/ JB

AS-IS SALE; DISCLAIMERS. EXCEPT FOR THE REPS AND WARRANTIESAS EXPRESSLY SET FORTH IN THIS AGREEMENT, IT IS UNDERSTOOD AND AGREED THAT SELLER IS NOT MAKING AND HAS NOT AT ANY TIME MADE ANY WARRANTIES WARRANTIES, REPRESENTATIONS, GUARANTIES, COVENANTS OR REPRESENTATIONS STATEMENTS OF ANY KIND TYPE, KIND, NATURE OR CHARACTERCHARACTER WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROPERTY, INCLUDING, INCLUDING BUT NOT LIMITED TO, ANY WARRANTIES WARRANTIES, REPRESENTATIONS, GUARANTIES, COVENANTS OR REPRESENTATIONS STATEMENTS AS TO HABITABILITY, MERCHANTABILITY OR FITNESS OF THE PROPERTY FOR A PARTICULAR PURPOSE, THE INCOME, EXPENSES, OPERATION OR PROFITABILITY OF THE PROPERTY, THE OPERATING HISTORY OF OR ANY PROJECTIONS RELATING TO THE PROPERTY, THE VALUATION OF THE PROPERTY, ANY TAX TREATMENT, WHETHER INCOME OR OTHERWISE, RELATED TO THE PROPERTY, OR AS TO THE PHYSICAL, STRUCTURAL, OR ENVIRONMENTAL CONDITION OF THE PROPERTY, ITS COMPLIANCE WITH LAWS OR WITH RESPECT TO THE ZONING OF, OR ANY APPROVALS, LICENSES OR PERMITS REQUIRED FOR THE PROPERTY, OR THE SUITABILITY OF THE PROPERTY FOR PURCHASER’S INTENDED USE THEREOF OR THE ABILITY OR FEASIBILITY TO CONVERT THE PROPERTY OR ANY PORTION THEREOF TO ANY OTHER OR PARTICULAR USE, OR WITH RESPECT TO THE AVAILABILITY OF ACCESS, INGRESS OR EGRESS TO THE PROPERTY, THE NEED FOR OR COMPLIANCE WITH GOVERNMENTAL OR THIRD PARTY APPROVALS OR GOVERNMENTAL REGULATIONS, OR ANY OTHER MATTER OR THING OF ANY TYPE, KIND, NATURE OR CHARACTER WHATSOEVER RELATING TO OR AFFECTING THE PROPERTY. PURCHASER ACKNOWLEDGES AND AGREES THAT UPON CLOSING SELLER SHALL SELL AND CONVEY TO PURCHASER AND PURCHASER SHALL ACCEPT THE PROPERTY "“AS IS, WHERE IS, WITH ALL FAULTS"”, EXCEPT TO THE EXTENT OF THE REPS AND WARRANTIESEXPRESSLY PROVIDED OTHERWISE IN THIS AGREEMENT. OTHER THAN THE REPS AND WARRANTIES, PURCHASER HAS NOT RELIED AND WILL NOT RELY ON, AND SELLER IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, COVENANTS, STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PROPERTY OR RELATING THERETO (INCLUDING SPECIFICALLY, WITHOUT LIMITATION, OFFERING PACKAGES DISTRIBUTED WITH RESPECT TO THE PROPERTY) MADE OR FURNISHED BY SELLER, THE MANAGER MANAGERS OF THE PROPERTY, OR ANY PARTY REAL ESTATE BROKER OR AGENT REPRESENTING OR PURPORTING TO REPRESENT SELLER, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, UNLESS AND TO THE EXTENT EXPRESSLY SET FORTH IN THIS AGREEMENT. PURCHASER ALSO ACKNOWLEDGES THAT THE PURCHASE PRICE REFLECTS AND TAKES INTO ACCOUNT THAT THE PROPERTY IS BEING SOLD "AS “AS-IS", SUBJECT WHERE IS, WITH ALL FAULTS.” PURCHASER REPRESENTS TO THE REPS AND WARRANTIES. PURSUANT TO THIS TERMS OF THIS AGREEMENT SELLER THAT PURCHASER HAS GIVEN PURCHASER THE OPPORTUNITY TO CONDUCT PRIOR TO CLOSING, CONDUCTED SUCH INVESTIGATIONS OF THE PROPERTY, INCLUDING BUT NOT LIMITED TO, THE PHYSICAL PHYSICAL, STRUCTURAL, AND ENVIRONMENTAL CONDITIONS CONDITIONS, THE INCOME AND EXPENSES OF AND FROM THE PROPERTY AND THE PROFITABILITY OF THE PROPERTY AND ANY TAX TREATMENT, WHETHER INCOME OR OTHERWISE, RELATED TO THE PROPERTY, AS PURCHASER MAY DEEM DEEMS NECESSARY OR DESIRABLE TO SATISFY ITSELF AS TO THE CONDITION OF THE PROPERTY AND THE EXISTENCE OR NONEXISTENCE OR CURATIVE ACTION TO BE TAKEN WITH RESPECT TO ANY HAZARDOUS OR TOXIC SUBSTANCES ON OR DISCHARGED FROM THE PROPERTY, AND PURCHASER IS RELYING SOLELY AND WILL RELY SOLELY UPON SAME AND NOT UPON ANY INFORMATION PROVIDED BY OR ON BEHALF OF SELLER OR ITS AGENTS OR EMPLOYEES WITH RESPECT THERETO, OTHER THAN THE REPS AND ANY, IF ANY, REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLERSELLER AS ARE EXPRESSLY SET FORTH IN THIS AGREEMENT. SUBJECT TO THE REPS AND WARRANTIES, UPON CLOSING, PURCHASER SHALL ASSUME THE RISK THAT ADVERSE MATTERS, INCLUDING BUT NOT LIMITED TO, CONSTRUCTION DEFECTS AND ADVERSE PHYSICAL PHYSICAL, ENVIRONMENTAL, FINANCIAL AND ENVIRONMENTAL ECONOMIC CONDITIONS, MAY NOT HAVE BEEN REVEALED BY PURCHASER'S ’S INVESTIGATIONS, AND OTHER THAN WITH RESPECT TO THE REPS AND WARRANTIES, PURCHASER, UPON CLOSING, DOES HEREBY WAIVESHALL BE DEEMED TO HAVE WAIVED, RELINQUISH RELINQUISHED AND RELEASE RELEASED SELLER (AND SELLER'S AFFILIATES ’S AFFILIATES, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES AND AGENTS) FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION (INCLUDING, BUT NOT LIMITED TO, INCLUDING WITHOUT LIMITATION CAUSES OF ACTION IN TORT), LOSSES, DAMAGESLIABILITIESDAMAGES, LIABILITIES, COSTS AND EXPENSES (INCLUDING, BUT NOT LIMITED TO, INCLUDING REASONABLE ATTORNEYS' ’ FEES) OF ANY AND EVERY KIND TYPE, KIND, CHARACTER OR CHARACTERNATURE WHATSOEVER, KNOWN OR UNKNOWN, WHICH PURCHASER MIGHT HAVE ASSERTED OR ALLEGED AGAINST SELLER (AND/OR SELLER’S AFFILIATES, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES AND SELLER'S AFFILIATESAGENTS) AT ANY TIME BY REASON OF OR ARISING OUT OF THE PHYSICAL, ENVIRONMENTAL, STRUCTURAL, FINANCIAL AND ECONOMIC CONDITION OF THE PROPERTY, ANY LATENT OR PATENT CONSTRUCTION OR OTHER DEFECTS OR PHYSICAL CONDITIONS, ENVIRONMENTAL CONDITIONS (INCLUDING PRESENCE OR RELEASE OF HAZARDOUS OR TOXIC SUBSTANCES ON OR ABOUT RELATED TO THE PROPERTY) , VIOLATIONS OF ANY APPLICABLE LAWS RELATED TO THE PROPERTY, THE HABITABILITY, MERCHANTABILITY OR FITNESS OF THE PROPERTY FOR ANY PARTICULAR PURPOSE, THE INCOME, EXPENSES OR PROFITABILITY OF THE PROPERTY, ANY TAX TREATMENT, WHETHER INCOME OR OTHERWISE, RELATED TO THE PROPERTY, OF THE PROPERTY, ITS COMPLIANCE WITH LAWS OR WITH RESPECT TO THE ZONING OF, APPROVALS REQUIRED FOR, OR THE SUITABILITY OF THE PROPERTY FOR PURCHASER’S INTENDED USE THEREOF OR THE ABILITY OR THE FEASIBILITY TO CONVERT THE PROPERTY OR ANY PORTION THEREOF TO ANY OTHER OR PARTICULAR USE, OR WITH RESPECT TO THE AVAILABILITY OF ACCESS, INGRESS OR EGRESS, OPERATING HISTORY OR PROJECTIONS, VALUATION, GOVERNMENTAL OR THIRD PARTY APPROVALS, GOVERNMENTAL REGULATIONS OR ANY OTHER MATTER OR THING OF ANY TYPE, KIND, NATURE OR CHARACTER WHATSOEVER RELATING TO OR AFFECTING THE PROPERTY, AND ANY AND ALL OTHER ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR MATTERS OF ANY TYPE, CHARACTER OR NATURE WHATSOEVER REGARDING THE PROPERTY. PURCHASER ACKNOWLEDGES THAT SUCH ADVERSE MATTERS MAY AFFECT PURCHASER’S ABILITY TO SELL, LEASE, OPERATE OR FINANCE THE PROPERTY AT ANY TIME AND FROM TIME TO TIME.

AS-IS SALE; DISCLAIMERS. BUYER ACKNOWLEDGES AND AGREES THAT EXCEPT FOR THE REPS AND WARRANTIESAS EXPRESSLY SET FORTH IN THIS AGREEMENT, IT IS UNDERSTOOD AND AGREED THAT SELLER IS NOT MAKING AND MAKING, HAS NOT AT ANY TIME MADE MADE, AND SPECIFICALLY NEGATES AND DISCLAIMS, ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROPERTYANY PROPERTY OR PROPERTIES, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OR REPRESENTATIONS AS TO HABITABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. PURCHASER BUYER ACKNOWLEDGES AND AGREES THAT UPON EACH CLOSING SELLER SHALL SELL AND CONVEY TO PURCHASER BUYER AND PURCHASER BUYER SHALL ACCEPT THE EACH APPLICABLE PROPERTY "“AS IS, WHERE IS, WITH ALL FAULTS"”, EXCEPT TO THE EXTENT OF EXPRESSLY PROVIDED OTHERWISE IN THIS AGREEMENT, THE REPS PROPERTY LEASES, THE MASTER AGREEMENTS OR IN ANY OTHER DOCUMENT EXECUTED BY SELLER AND WARRANTIESDELIVERED TO BUYER AT SUCH CLOSING. OTHER THAN THE REPS AND WARRANTIES, PURCHASER BUYER HAS NOT RELIED AND WILL NOT RELY ON, AND SELLER IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE ANY PROPERTY OR PROPERTIES OR RELATING THERETO (INCLUDING SPECIFICALLY, WITHOUT LIMITATION, OFFERING PACKAGES DISTRIBUTED WITH RESPECT TO THE PROPERTIES) MADE OR FURNISHED BY SELLER, THE MANAGER OF THE PROPERTYANY SELLER PARTY, OR ANY PARTY ADVISOR, REAL ESTATE BROKER OR AGENT REPRESENTING OR PURPORTING TO REPRESENT SELLER, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, UNLESS SPECIFICALLY SET FORTH IN THIS AGREEMENT. PURCHASER BUYER ALSO ACKNOWLEDGES THAT THE PURCHASE PRICE REFLECTS AND TAKES INTO ACCOUNT THAT THE PROPERTY IS PROPERTIES ARE BEING SOLD "AS “AS-IS".” BUYER REPRESENTS TO SELLER THAT IT IS A KNOWLEDGEABLE, SUBJECT TO THE REPS EXPERIENCED AND WARRANTIES. PURSUANT TO THIS TERMS SOPHISTICATED BUYER OF THIS AGREEMENT SELLER REAL ESTATE, AND THAT IT HAS GIVEN PURCHASER THE OPPORTUNITY TO CONDUCTED, OR WILL CONDUCT PRIOR TO EACH CLOSING, SUCH INVESTIGATIONS OF THE PROPERTYAPPLICABLE PROPERTIES, INCLUDING BUT NOT LIMITED TO, THE PHYSICAL AND ENVIRONMENTAL CONDITIONS OF THE PROPERTYTHEREOF, AS PURCHASER MAY DEEM BUYER DEEMS NECESSARY OR DESIRABLE TO SATISFY ITSELF AS TO THE CONDITION OF THE PROPERTY PROPERTIES AND THE EXISTENCE OR NONEXISTENCE OR CURATIVE ACTION TO BE TAKEN WITH RESPECT TO ANY HAZARDOUS OR TOXIC SUBSTANCES ON OR DISCHARGED FROM THE PROPERTYPROPERTIES, AND PURCHASER WILL RELY SOLELY UPON SAME AND NOT UPON ANY INFORMATION PROVIDED BY OR ON BEHALF OF SELLER OR ITS AGENTS OR EMPLOYEES WITH RESPECT THERETO, OTHER THAN THE REPS AND SUCH REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLERSELLER AS ARE EXPRESSLY SET FORTH IN THIS AGREEMENT. SUBJECT TO THE REPS AND WARRANTIES, UPON EACH CLOSING, PURCHASER BUYER SHALL ASSUME THE RISK THAT ADVERSE MATTERS, INCLUDING BUT NOT LIMITED TO, CONSTRUCTION DEFECTS AND ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS, MAY NOT HAVE BEEN REVEALED BY PURCHASER'S BUYER’S INVESTIGATIONS, AND OTHER THAN EXCEPT WITH RESPECT TO MATTERS WHICH BY THE REPS AND WARRANTIESEXPRESS TERMS OF THIS AGREEMENT SURVIVE SUCH CLOSING OR TO THE EXTENT SEPARATELY ADDRESSED IN THE APPLICABLE PROPERTY LEASE, PURCHASERBUYER, UPON SUCH CLOSING, DOES HEREBY WAIVESHALL BE DEEMED TO HAVE WAIVED, RELINQUISH RELINQUISHED AND RELEASE RELEASED SELLER (AND SELLER'S AFFILIATES ’S PARTNERS, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES AND AGENTS) FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION (INCLUDING, BUT NOT LIMITED TO, INCLUDING CAUSES OF ACTION IN TORT), LOSSES, DAMAGESLIABILITIESDAMAGES, LIABILITIES, COSTS AND EXPENSES (INCLUDING, BUT NOT LIMITED TO, INCLUDING REASONABLE ATTORNEYS' ’ FEES) OF ANY AND EVERY KIND OR CHARACTER, KNOWN OR UNKNOWN, WHICH PURCHASER BUYER MIGHT HAVE ASSERTED OR ALLEGED AGAINST SELLER (AND SELLER'S AFFILIATES’S PARTNERS, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES AND AGENTS) AT ANY TIME BY REASON OF OR ARISING OUT OF ANY LATENT OR PATENT CONSTRUCTION DEFECTS OR PHYSICAL CONDITIONS, ENVIRONMENTAL CONDITIONS (INCLUDING PRESENCE OR RELEASE OF HAZARDOUS OR TOXIC SUBSTANCES ON OR ABOUT THE PROPERTY) CONDITIONS, VIOLATIONS OF ANY APPLICABLE LAWS AND ANY AND ALL OTHER ACTSFACTS, OMISSIONS, EVENTS, EVENTS CIRCUMSTANCES OR MATTERS REGARDING THE PROPERTYPROPERTIES.

AS-IS SALE; DISCLAIMERS. EXCEPT FOR THE REPS AND WARRANTIESAS EXPRESSLY SET FORTH IN THIS AGREEMENT, IT IS UNDERSTOOD AND AGREED THAT SELLER IS NOT MAKING AND HAS NOT AT ANY TIME MADE ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OR REPRESENTATIONS AS TO HABITABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. PURCHASER BUYER ACKNOWLEDGES AND AGREES THAT UPON CLOSING SELLER SHALL SELL AND CONVEY TO PURCHASER BUYER AND PURCHASER BUYER SHALL ACCEPT THE PROPERTY "AS IS, WHERE IS, WITH ALL FAULTS", EXCEPT TO THE EXTENT OF THE REPS AND WARRANTIESEXPRESSLY PROVIDED OTHERWISE IN THIS AGREEMENT. OTHER THAN THE REPS AND WARRANTIES, PURCHASER BUYER HAS NOT RELIED AND WILL NOT RELY ON, AND SELLER IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PROPERTY OR RELATING THERETO (INCLUDING SPECIFICALLY, WITHOUT LIMITATION, OFFERING PACKAGES DISTRIBUTED WITH RESPECT TO THE PROPERTY) MADE OR FURNISHED BY SELLER, THE MANAGER MANAGERS OF THE PROPERTY, OR ANY PARTY REAL ESTATE BROKER OR AGENT REPRESENTING OR PURPORTING TO REPRESENT SELLER, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, UNLESS SPECIFICALLY SET FORTH IN THIS AGREEMENT. PURCHASER BUYER ALSO ACKNOWLEDGES THAT THE PURCHASE PRICE REFLECTS AND TAKES INTO ACCOUNT THAT THE PROPERTY IS BEING SOLD "AS AS-IS"." BUYER REPRESENTS TO SELLER THAT BUYER HAS CONDUCTED, SUBJECT TO THE REPS AND WARRANTIES. PURSUANT TO THIS TERMS OF THIS AGREEMENT SELLER HAS GIVEN PURCHASER THE OPPORTUNITY TO OR WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS OF THE PROPERTY, INCLUDING BUT NOT LIMITED TO, THE PHYSICAL AND ENVIRONMENTAL CONDITIONS OF THE PROPERTYTHEREOF, AS PURCHASER MAY DEEM BUYER DEEMS NECESSARY OR DESIRABLE TO SATISFY ITSELF AS TO THE CONDITION OF THE PROPERTY AND THE EXISTENCE OR NONEXISTENCE OR CURATIVE ACTION TO BE TAKEN WITH RESPECT TO ANY HAZARDOUS OR TOXIC SUBSTANCES ON OR DISCHARGED FROM THE PROPERTY, AND PURCHASER WILL RELY SOLELY UPON SAME AND NOT UPON ANY INFORMATION PROVIDED BY OR ON BEHALF OF SELLER OR ITS AGENTS OR EMPLOYEES WITH RESPECT THERETO, OTHER THAN THE REPS AND SUCH REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLERSELLER AS ARE EXPRESSLY SET FORTH IN THIS AGREEMENT. SUBJECT TO THE REPS AND WARRANTIES, UPON CLOSING, PURCHASER BUYER SHALL ASSUME THE RISK THAT ADVERSE MATTERS, INCLUDING BUT NOT LIMITED TO, CONSTRUCTION DEFECTS AND ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS, MAY NOT HAVE BEEN REVEALED BY PURCHASERBUYER'S INVESTIGATIONS, AND OTHER THAN WITH RESPECT TO THE REPS AND WARRANTIES, PURCHASERBUYER, UPON CLOSING, DOES HEREBY WAIVESHALL BE DEEMED TO HAVE WAIVED, RELINQUISH RELINQUISHED AND RELEASE RELEASED SELLER (AND SELLER'S AFFILIATES OFFICERS, DIRECTORS, MEMBERS, EMPLOYEES AND AGENTS) FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION (INCLUDING, BUT NOT LIMITED TO, INCLUDING CAUSES OF ACTION IN TORT), LOSSES, DAMAGESLIABILITIESDAMAGES, LIABILITIES, COSTS AND EXPENSES (INCLUDING, BUT NOT LIMITED TO, INCLUDING REASONABLE ATTORNEYS' FEES) OF ANY AND EVERY KIND OR CHARACTER, KNOWN OR UNKNOWN, WHICH PURCHASER BUYER MIGHT HAVE ASSERTED OR ALLEGED AGAINST SELLER (AND SELLER'S AFFILIATESOFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES AND AGENTS) AT ANY TIME BY REASON OF OR ARISING OUT OF ANY LATENT OR PATENT CONSTRUCTION DEFECTS OR PHYSICAL CONDITIONS, ENVIRONMENTAL CONDITIONS (INCLUDING PRESENCE OR RELEASE OF HAZARDOUS OR TOXIC SUBSTANCES ON OR ABOUT THE PROPERTY) VIOLATIONS OF ANY APPLICABLE LAWS AND ANY AND ALL OTHER ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR MATTERS REGARDING THE PROPERTY.

AS-IS SALE; DISCLAIMERS. EXCEPT FOR THE REPS AND WARRANTIESAS EXPRESSLY SET FORTH IN THIS AGREEMENT, IT IS UNDERSTOOD AND AGREED THAT SELLER IS NOT MAKING AND HAS NOT AT ANY TIME MADE ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OR REPRESENTATIONS AS TO HABITABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. PURCHASER ACKNOWLEDGES AND AGREES THAT UPON CLOSING SELLER SHALL SELL AND CONVEY TO PURCHASER AND PURCHASER SHALL ACCEPT THE PROPERTY "AS IS, WHERE IS, WITH ALL FAULTS", ," EXCEPT TO THE EXTENT OF EXPRESSLY PROVIDED OTHERWISE IN THIS AGREEMENT OR IMPLIED BY LAW IN THE REPS AND WARRANTIESDEED UNDER CALIFORNIA CIVIL CODE SECTION 1113. OTHER THAN THE REPS AND WARRANTIES, PURCHASER HAS NOT RELIED AND WILL NOT RELY ON, AND SELLER IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PROPERTY OR RELATING THERETO (INCLUDING SPECIFICALLY, WITHOUT LIMITATION, OFFERING PACKAGES DISTRIBUTED WITH RESPECT TO THE PROPERTY) MADE OR FURNISHED BY SELLER, THE MANAGER MANAGERS OF THE PROPERTY, OR ANY PARTY REAL ESTATE BROKER OR AGENT REPRESENTING OR PURPORTING TO REPRESENT SELLER, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, UNLESS SPECIFICALLY SET FORTH IN THIS AGREEMENT. PURCHASER ALSO ACKNOWLEDGES THAT THE PURCHASE PRICE REFLECTS AND TAKES INTO ACCOUNT THAT THE PROPERTY IS BEING SOLD "AS AS-IS", SUBJECT TO ." PURCHASER FURTHER ACKNOWLEDGES THAT NEITHER SELLER NOR THE REPS AND WARRANTIES. PURSUANT TO THIS TERMS BROKER NOR ANYONE ACTING ON BEHALF OF THIS AGREEMENT SELLER HAS GIVEN MADE ANY REPRESENTATIONS REGARDING THE ZONING, DEVELOPMENT POTENTIAL AND/OR RESTRICTIONS, OR THE SUITABILITY OF THE PROPERTY FOR PURCHASER'S INTENDED USE AND PURCHASER SHALL DETERMINE ALL SUCH MATTERS ON ITS OWN BEHALF DURING THE OPPORTUNITY INSPECTION PERIOD. PURCHASER REPRESENTS TO SELLER THAT PURCHASER HAS CONDUCTED, OR WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS OF THE PROPERTY, INCLUDING BUT NOT LIMITED TO, THE PHYSICAL AND ENVIRONMENTAL CONDITIONS OF THE PROPERTYTHEREOF, AS PURCHASER MAY DEEM DEEMS NECESSARY OR DESIRABLE TO SATISFY ITSELF AS TO THE CONDITION OF THE PROPERTY AND THE EXISTENCE OR NONEXISTENCE OR CURATIVE ACTION TO BE TAKEN WITH RESPECT TO ANY HAZARDOUS OR TOXIC SUBSTANCES ON OR DISCHARGED FROM THE PROPERTY, AND PURCHASER WILL RELY SOLELY UPON SAME AND NOT UPON ANY INFORMATION PROVIDED BY OR ON BEHALF OF SELLER OR ITS AGENTS OR EMPLOYEES WITH RESPECT THERETO, OTHER THAN THE REPS AND SUCH REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLERSELLER AS ARE EXPRESSLY SET FORTH IN THIS AGREEMENT OR IMPLIED BY LAW IN THE DEED UNDER CALIFORNIA CIVIL CODE SECTION 1113. SUBJECT TO THE REPS AND WARRANTIES, UPON CLOSING, PURCHASER SHALL ASSUME THE RISK THAT ADVERSE MATTERS, INCLUDING BUT NOT LIMITED TO, CONSTRUCTION DEFECTS AND ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS, MAY NOT HAVE BEEN REVEALED BY PURCHASER'S INVESTIGATIONS, AND OTHER THAN WITH RESPECT TO THE REPS AND WARRANTIES, PURCHASER, UPON CLOSING, DOES HEREBY WAIVESHALL BE DEEMED TO HAVE WAIVED, RELINQUISH RELINQUISHED AND RELEASE RELEASED SELLER (AND SELLER'S AFFILIATES OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES AND AGENTS) FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION (INCLUDING, BUT NOT LIMITED TO, INCLUDING CAUSES OF ACTION IN TORT), LOSSES, DAMAGESLIABILITIESDAMAGES, LIABILITIES, COSTS AND EXPENSES (INCLUDING, BUT NOT LIMITED TO, INCLUDING REASONABLE ATTORNEYS' FEES) OF ANY AND EVERY KIND OR CHARACTER, KNOWN OR UNKNOWN, WHICH PURCHASER MIGHT HAVE ASSERTED OR ALLEGED AGAINST SELLER (AND SELLER'S AFFILIATESOFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES AND AGENTS) AT ANY TIME BY REASON OF OR ARISING OUT OF ANY LATENT OR PATENT CONSTRUCTION DEFECTS OR PHYSICAL CONDITIONS, ENVIRONMENTAL CONDITIONS (INCLUDING PRESENCE OR RELEASE OF HAZARDOUS OR TOXIC SUBSTANCES ON OR ABOUT THE PROPERTY) VIOLATIONS OF ANY APPLICABLE LAWS AND ANY AND ALL OTHER ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR MATTERS REGARDING THE PROPERTY, ALL SUBJECT TO AND WITHOUT LIMITING SELLER'S EXPRESS REPRESENTATIONS, WARRANTIES OR COVENANTS UNDER THIS AGREEMENT INCLUDING CONVEYANCING DOCUMENTS ATTACHED AS EXHIBITS. PURCHASER ACKNOWLEDGES THAT SUCH ADVERSE MATTERS MAY AFFECT PURCHASER'S ABILITY TO SELL, LEASE OR FINANCE THE PROPERTY AT ANY TIME AND FROM TIME TO TIME. IN CONNECTION THEREWITH, PURCHASER EXPRESSLY WAIVES ALL RIGHTS UNDER CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES THAT: "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."

AS-IS SALE; DISCLAIMERS. EXCEPT FOR THE REPS EXPRESS REPRESENTATIONS AND WARRANTIES, IT IS UNDERSTOOD AND AGREED THAT SELLER VRLP IS NOT MAKING AND HAS NOT AT ANY TIME MADE ANY WARRANTIES WARRANTIES, REPRESENTATIONS, GUARANTIES, COVENANTS OR REPRESENTATIONS STATEMENTS OF ANY KIND TYPE, KIND, NATURE OR CHARACTERCHARACTER WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROPERTY, INCLUDING, BUT NOT LIMITED TOPROPERTIES, ANY WARRANTIES PARTNERSHIP GROUP MEMBER OR REPRESENTATIONS THE INVESTOR INTERESTS, INCLUDING ANY WARRANTIES, REPRESENTATIONS, GUARANTIES, COVENANTS OR STATEMENTS AS TO HABITABILITY, MERCHANTABILITY OR FITNESS OF THE PROPERTIES OR THE INVESTOR INTERESTS FOR A PARTICULAR PURPOSE, THE INCOME, EXPENSES, OPERATION OR PROFITABILITY OF THE PROPERTIES OR ANY PARTNERSHIP GROUP MEMBER, THE OPERATING HISTORY OF OR ANY PROJECTIONS RELATING TO THE PROPERTIES OR ANY PARTNERSHIP GROUP MEMBER, THE VALUATION OF THE PROPERTIES, ANY PARTNERSHIP GROUP MEMBER OR THE INVESTOR INTERESTS, ANY TAX TREATMENT, WHETHER INCOME OR OTHERWISE, RELATED TO THE PROPERTIES, ANY PARTNERSHIP GROUP MEMBER OR THE INVESTOR INTERESTS, THE CONTENT, COMPLETENESS OR ACCURACY OF VRLP’S DUE DILIGENCE INFORMATION, OR AS TO THE PHYSICAL, STRUCTURAL, OR ENVIRONMENTAL CONDITION OF THE PROPERTIES (INCLUDING HAZARDOUS MATERIALS IN, ON, ABOUT, OR MIGRATING FROM THE PROPERTIES), ITS COMPLIANCE WITH LAWS OR WITH RESPECT TO THE ZONING OF, OR ANY APPROVALS, LICENSES OR PERMITS REQUIRED FOR THE PROPERTIES, OR THE SUITABILITY OF THE PROPERTIES OR THE INVESTOR INTERESTS FOR INVESTOR’S INTENDED USE THEREOF OR THE ABILITY OR FEASIBILITY TO CONVERT ANY OF THE PROPERTIES OR ANY PORTION THEREOF TO ANY OTHER OR PARTICULAR USE, OR WITH RESPECT TO THE AVAILABILITY OF ACCESS, INGRESS OR EGRESS TO ANY PROPERTY, THE NEED FOR OR COMPLIANCE WITH GOVERNMENTAL OR THIRD PARTY APPROVALS OR GOVERNMENTAL REGULATIONS, OR ANY OTHER MATTER OR THING OF ANY TYPE, KIND, NATURE OR CHARACTER WHATSOEVER RELATING TO OR AFFECTING SUCH PROPERTY, ANY PARTNERSHIP GROUP MEMBER OR THE INVESTOR INTERESTS. PURCHASER INVESTOR ACKNOWLEDGES AND AGREES THAT UPON CLOSING SELLER VRLP SHALL SELL AND CONVEY TO PURCHASER INVESTOR AND PURCHASER INVESTOR SHALL ACCEPT THE PROPERTY "INVESTOR INTERESTS (AND THE INDIRECT INTERESTS IN THE PROPERTIES) “AS IS, WHERE IS, WITH ALL FAULTS", ,” EXCEPT WITH RESPECT TO THE EXTENT OF THE REPS EXPRESS REPRESENTATIONS AND WARRANTIES. OTHER THAN THE REPS AND WARRANTIES, PURCHASER INVESTOR HAS NOT RELIED AND WILL NOT RELY ON, AND SELLER VRLP IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, COVENANTS, STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PROPERTY PROPERTIES, ANY PARTNERSHIP GROUP MEMBER OR THE INVESTOR INTERESTS OR RELATING THERETO (INCLUDING OFFERING PACKAGES DISTRIBUTED WITH RESPECT TO THE PROPERTIES, ANY PARTNERSHIP GROUP MEMBER OR THE INVESTOR INTERESTS) MADE OR FURNISHED BY SELLER, THE MANAGER OF THE PROPERTY, OR ANY PARTY REPRESENTING OR PURPORTING TO REPRESENT SELLERVRLP, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, UNLESS AND TO THE EXTENT EXPRESSLY SET FORTH IN THE EXPRESS REPRESENTATIONS AND WARRANTIES. PURCHASER INVESTOR ALSO ACKNOWLEDGES THAT THE PURCHASE PRICE CONSIDERATION REFLECTS AND TAKES INTO ACCOUNT THAT THE PROPERTY IS INVESTOR INTERESTS (AND THE INDIRECT INTERESTS IN THE PROPERTIES AND THE PARTNERSHIP GROUP) ARE BEING SOLD "“AS-IS, WHERE IS, WITH ALL FAULTS,” AND THE PROPERTIES’ ENVIRONMENTAL, STRUCTURAL, ARCHITECTURAL, MECHANICAL, PHYSICAL, FINANCIAL AND ECONOMIC CONDITION OTHER THAN AS IS", SUBJECT TO SET FORTH IN THE REPS EXPRESS REPRESENTATIONS AND WARRANTIES. PURSUANT INVESTOR REPRESENTS TO THIS TERMS OF THIS AGREEMENT SELLER VRLP THAT INVESTOR HAS GIVEN PURCHASER CONDUCTED OR HAD THE OPPORTUNITY TO CONDUCT PRIOR TO CLOSINGTHE EFFECTIVE DATE, SUCH INVESTIGATIONS OF THE PROPERTYPROPERTIES, THE PARTNERSHIP GROUP AND THE INVESTOR INTERESTS, INCLUDING BUT NOT LIMITED TOTHE ENVIRONMENTAL, STRUCTURAL, ARCHITECTURAL, MECHANICAL, PHYSICAL, FINANCIAL AND ECONOMIC CONDITIONS, THE PHYSICAL INCOME AND ENVIRONMENTAL CONDITIONS EXPENSES OF AND FROM THE PROPERTIES AND THE PROFITABILITY OF THE PROPERTYPROPERTIES AND ANY TAX TREATMENT, WHETHER INCOME OR OTHERWISE, RELATED TO THE PROPERTIES, THE PARTNERSHIP GROUP OR THE INVESTOR INTERESTS, AS PURCHASER MAY DEEM INVESTOR DEEMED NECESSARY OR DESIRABLE TO SATISFY ITSELF AS TO THE CONDITION OF THE PROPERTY PROPERTIES, THE PARTNERSHIP GROUP AND THE INVESTOR INTERESTS AND THE EXISTENCE OR NONEXISTENCE OF, OR CURATIVE REMEDIAL ACTION REQUIRED TO BE TAKEN WITH RESPECT TO TO, ANY HAZARDOUS MATERIALS IN, ON ABOUT OR TOXIC SUBSTANCES ON OR DISCHARGED MIGRATING FROM THE PROPERTYPROPERTIES, AND PURCHASER IS RELYING SOLELY AND EXCLUSIVELY AND WILL RELY SOLELY AND EXCLUSIVELY UPON SAME AND NOT UPON ANY INFORMATION PROVIDED BY OR ON BEHALF OF SELLER VRLP OR ITS AGENTS OR EMPLOYEES WITH RESPECT THERETO, OTHER THAN THE REPS EXPRESS REPRESENTATIONS AND WARRANTIES AND COVENANTS OF SELLERWARRANTIES. SUBJECT TO EXCEPT AS IS SET FORTH IN THE REPS EXPRESS REPRESENTATIONS AND WARRANTIES, UPON CLOSING, PURCHASER INVESTOR SHALL ASSUME THE RISK THAT ADVERSE MATTERS, INCLUDING BUT NOT LIMITED TO, CONSTRUCTION DEFECTS AND ADVERSE PHYSICAL PHYSICAL, ENVIRONMENTAL, FINANCIAL AND ENVIRONMENTAL ECONOMIC CONDITIONS, MAY NOT HAVE BEEN REVEALED BY PURCHASER'S INVESTOR’S INVESTIGATIONS, AND OTHER THAN . EXCEPT WITH RESPECT TO THE REPS EXPRESS REPRESENTATIONS AND WARRANTIES, PURCHASERINVESTOR, UPON CLOSING, DOES HEREBY WAIVESHALL BE DEEMED TO HAVE WAIVED, RELINQUISH RELINQUISHED AND RELEASE SELLER RELEASED VRLP, AND SELLER'S AFFILIATES VRLP’S AFFILIATES, IF ANY, AND THEIR RESPECTIVE PARTNERS, MEMBERS, STOCKHOLDERS, DIRECTORS, OFFICERS, PARTICIPANTS, EMPLOYEES, CONSULTANTS, BROKERS AND AGENTS FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION (INCLUDING, BUT NOT LIMITED TO, INCLUDING CAUSES OF ACTION IN TORT, EQUITABLE CAUSES OF ACTION, INCLUDING CLAIMS FOR OR RIGHTS OF CONTRIBUTION OF ANY NATURE, AND ALL CAUSES OF ACTION ARISING UNDER, OR ALLEGING VIOLATION OF, ENVIRONMENTAL LAWS), LOSSES, DAMAGESLIABILITIESDAMAGES, LIABILITIES, COSTS AND EXPENSES (INCLUDING, BUT NOT LIMITED TO, INCLUDING REASONABLE ATTORNEYS' ’ FEES) OF ANY AND EVERY KIND TYPE, KIND, CHARACTER OR CHARACTERNATURE WHATSOEVER, KNOWN OR UNKNOWN, ARISING OR FIRST DISCOVERED IN THE PAST, PRESENT OR FUTURE, WHICH PURCHASER INVESTOR MIGHT HAVE ASSERTED OR ALLEGED AGAINST SELLER (VRLP AND/OR VRLP’S AFFILIATES AND SELLER'S AFFILIATES) VRLP’S AFFILIATED PREDECESSORS-IN-TITLE AND THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES AND AGENTS AT ANY TIME BY REASON OF OR ARISING OUT OF THE ENVIRONMENTAL, STRUCTURAL, ARCHITECTURAL, MECHANICAL, PHYSICAL, FINANCIAL AND ECONOMIC CONDITION OF THE PROPERTIES, FAILURE TO DISCLOSE ANY CONDITION OF THE PROPERTIES, ANY PARTNERSHIP GROUP MEMBER OR THE INVESTOR INTERESTS, ANY LATENT OR PATENT CONSTRUCTION OR OTHER DEFECTS OR PHYSICAL CONDITIONSRELATED TO THE PROPERTIES, ENVIRONMENTAL CONDITIONS (INCLUDING PRESENCE OR RELEASE OF HAZARDOUS OR TOXIC SUBSTANCES ON OR ABOUT THE PROPERTY) VIOLATIONS OF ANY APPLICABLE LAWS RELATED TO THE PROPERTIES, ANY PARTNERSHIP GROUP MEMBER OR THE INVESTOR INTERESTS, THE HABITABILITY, MERCHANTABILITY OR FITNESS OF THE PROPERTIES OR THE INVESTOR INTERESTS FOR ANY PARTICULAR PURPOSE, THE INCOME, EXPENSES OR PROFITABILITY OF THE PROPERTIES, ANY PARTNERSHIP GROUP MEMBER OR THE INVESTOR INTERESTS, ANY TAX TREATMENT, WHETHER INCOME OR OTHERWISE, RELATED TO THE PROPERTIES, ANY PARTNERSHIP GROUP MEMBER OR THE INVESTOR INTERESTS, THE PROPERTIES’ AND THE PARTNERSHIP GROUP MEMBERS’ COMPLIANCE WITH LAWS OR WITH RESPECT TO THE ZONING OF, APPROVALS REQUIRED FOR, OR THE SUITABILITY OF THE PROPERTIES OR THE INVESTOR INTERESTS FOR INVESTOR’S INTENDED USE THEREOF OR THE ABILITY OR THE FEASIBILITY TO CONVERT ANY OF THE PROPERTIES OR ANY PORTION THEREOF TO ANY OTHER OR PARTICULAR USE, OR WITH RESPECT TO THE AVAILABILITY OF ACCESS, INGRESS OR EGRESS, OPERATING HISTORY OR PROJECTIONS, VALUATION, GOVERNMENTAL OR THIRD-PARTY APPROVALS, GOVERNMENTAL REGULATIONS OR ANY OTHER MATTER OR THING OF ANY TYPE, KIND, NATURE OR CHARACTER WHATSOEVER RELATING TO OR AFFECTING ANY OF THE PROPERTIES, ANY PARTNERSHIP GROUP MEMBER OR THE INVESTOR INTERESTS, AND ANY AND ALL OTHER ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR MATTERS OF ANY TYPE, CHARACTER OR NATURE WHATSOEVER REGARDING ANY OF THE PROPERTYPROPERTIES, ANY PARTNERSHIP GROUP MEMBER OR THE INVESTOR INTERESTS. INVESTOR ACKNOWLEDGES THAT SUCH ADVERSE MATTERS (INCLUDING OBLIGATIONS, DEFECTS, OR LEGAL REQUIREMENTS RELATED TO OR ARISING FROM THE PROPERTIES’ ENVIRONMENTAL, STRUCTURAL, ARCHITECTURAL, MECHANICAL AND PHYSICAL CONDITION) MAY AFFECT INVESTOR’S ABILITY TO SELL, LEASE, OPERATE OR FINANCE THE PROPERTIES OR THE INVESTOR INTERESTS AT ANY TIME AND FROM TIME TO TIME. TO THE EXTENT PERMITTED BY LAW, IN CONNECTION WITH THE RELEASE GIVEN HEREIN, INVESTOR REALIZES AND ACKNOWLEDGES THAT FACTUAL MATTERS NOW KNOWN TO IT MAY HAVE GIVEN OR MAY HEREAFTER GIVE RISE TO CAUSES OF ACTION, CLAIMS, DEMANDS, DEBTS, CONTROVERSIES, DAMAGES, COSTS, LOSSES AND EXPENSES THAT ARE PRESENTLY UNKNOWN, UNANTICIPATED AND UNSUSPECTED, AND INVESTOR FURTHER AGREES THAT, AS A MATERIAL PORTION OF THE CONSIDERATION GIVEN TO VRLP BY INVESTOR IN EXCHANGE FOR VRLP’S PERFORMANCE HEREUNDER, THE WAIVERS AND RELEASES HEREIN HAVE BEEN NEGOTIATED AND AGREED UPON IN LIGHT OF THAT REALIZATION AND THAT INVESTOR, SUBJECT TO THE TERMS OF THIS SECTION 11.2 AND OTHER THAN THE EXPRESS REPRESENTATIONS AND WARRANTIES, NEVERTHELESS HEREBY INTENDS TO RELEASE, DISCHARGE AND ACQUIT VRLP, VRLP’S AFFILIATES AND SUBSIDIARIES AND AFFILIATED PREDECESSORS-IN-TITLE, AND THEIR RESPECTIVE PARTNERS, MEMBERS, STOCKHOLDERS, DIRECTORS, OFFICERS, PARTICIPANTS, EMPLOYEES, CONSULTANTS, BROKERS AND AGENTS, FROM ANY SUCH UNKNOWN CAUSES OF ACTION, CLAIMS, DEMANDS, DEBTS, CONTROVERSIES, DAMAGES, COSTS, LOSSES AND EXPENSES.

AS-IS SALE; DISCLAIMERS. EXCEPT FOR THE REPS AND WARRANTIESAS EXPRESSLY SET FORTH IN THIS AGREEMENT, IT IS UNDERSTOOD AND AGREED THAT SELLER IS NOT MAKING AND HAS NOT AT ANY TIME MADE ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OR REPRESENTATIONS AS TO HABITABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. PURCHASER ACKNOWLEDGES AND AGREES THAT UPON CLOSING SELLER SHALL SELL AND CONVEY TO PURCHASER AND PURCHASER SHALL ACCEPT THE PROPERTY "“AS IS, WHERE IS, WITH ALL FAULTS"”, EXCEPT TO THE EXTENT OF THE REPS AND WARRANTIESEXPRESSLY PROVIDED OTHERWISE IN THIS AGREEMENT. OTHER THAN THE REPS AND WARRANTIES, PURCHASER HAS NOT RELIED AND WILL NOT RELY ON, AND SELLER IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PROPERTY OR RELATING THERETO (INCLUDING SPECIFICALLY, WITHOUT LIMITATION, OFFERING PACKAGES DISTRIBUTED WITH RESPECT TO THE PROPERTY) MADE OR FURNISHED BY SELLER, THE MANAGER MANAGERS OF THE PROPERTY, OR ANY PARTY REAL ESTATE BROKER OR AGENT REPRESENTING OR PURPORTING TO REPRESENT SELLER, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, UNLESS SPECIFICALLY SET FORTH IN THIS AGREEMENT. PURCHASER ALSO ACKNOWLEDGES THAT THE PURCHASE PRICE REFLECTS AND TAKES INTO ACCOUNT THAT THE PROPERTY IS BEING SOLD "AS “AS-IS".” PURCHASER REPRESENTS TO SELLER THAT PURCHASER HAS CONDUCTED, SUBJECT TO THE REPS AND WARRANTIES. PURSUANT TO THIS TERMS OF THIS AGREEMENT SELLER HAS GIVEN PURCHASER THE OPPORTUNITY TO OR WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS OF THE PROPERTY, INCLUDING BUT NOT LIMITED TO, THE PHYSICAL AND ENVIRONMENTAL CONDITIONS OF THE PROPERTYTHEREOF, AS PURCHASER MAY DEEM DEEMS NECESSARY OR DESIRABLE TO SATISFY ITSELF AS TO THE CONDITION OF THE PROPERTY AND THE EXISTENCE OR NONEXISTENCE OR CURATIVE ACTION TO BE TAKEN WITH RESPECT TO ANY HAZARDOUS OR TOXIC SUBSTANCES ON OR DISCHARGED FROM THE PROPERTY, AND PURCHASER WILL RELY SOLELY UPON SAME AND NOT UPON ANY INFORMATION PROVIDED BY OR ON BEHALF OF SELLER OR ITS AGENTS OR EMPLOYEES WITH RESPECT THERETO, OTHER THAN THE REPS AND SUCH REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLERSELLER AS ARE EXPRESSLY SET FORTH IN THIS AGREEMENT. SUBJECT TO THE REPS AND WARRANTIES, UPON CLOSING, PURCHASER SHALL ASSUME THE RISK THAT ADVERSE MATTERS, INCLUDING BUT NOT LIMITED TO, CONSTRUCTION DEFECTS AND ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS, MAY NOT HAVE BEEN REVEALED BY PURCHASER'S ’S INVESTIGATIONS, AND OTHER THAN WITH RESPECT TO THE REPS AND WARRANTIES, PURCHASER, UPON CLOSING, DOES HEREBY WAIVESHALL BE DEEMED TO HAVE WAIVED, RELINQUISH RELINQUISHED AND RELEASE RELEASED SELLER (AND SELLER'S AFFILIATES ’S MEMBERS, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES AND AGENTS) FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION (INCLUDING, BUT NOT LIMITED TO, INCLUDING CAUSES OF ACTION IN TORT), LOSSES, DAMAGESLIABILITIESDAMAGES, LIABILITIES, COSTS AND EXPENSES (INCLUDING, BUT NOT LIMITED TO, INCLUDING REASONABLE ATTORNEYS' ’ FEES) OF ANY AND EVERY KIND OR CHARACTER, KNOWN OR UNKNOWN, WHICH PURCHASER MIGHT HAVE ASSERTED OR ALLEGED AGAINST SELLER (AND SELLER'S AFFILIATES’S MEMBERS, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES AND AGENTS) AT ANY TIME BY REASON OF OR ARISING OUT OF ANY LATENT OR PATENT CONSTRUCTION DEFECTS OR PHYSICAL CONDITIONS, ENVIRONMENTAL CONDITIONS (INCLUDING PRESENCE OR RELEASE OF HAZARDOUS OR TOXIC SUBSTANCES ON OR ABOUT THE PROPERTY) VIOLATIONS OF ANY APPLICABLE LAWS AND ANY AND ALL OTHER ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR MATTERS REGARDING THE PROPERTY, PROVIDED THAT PURCHASER DOES NOT HEREBY RELEASE SELLER FROM ANY FRAUD OR ANY OF THE REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER EXPRESSLY SET FORTH IN THIS AGREEMENT.

AS-IS SALE; DISCLAIMERS. EXCEPT FOR THE REPS AND WARRANTIESAS EXPRESSLY SET FORTH IN THIS AGREEMENT, IT IS UNDERSTOOD AND AGREED THAT SELLER IS NOT MAKING AND HAS NOT AT ANY TIME MADE ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OR REPRESENTATIONS AS TO HABITABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. PURCHASER ACKNOWLEDGES AND AGREES THAT UPON CLOSING CLOSING, SELLER SHALL SELL AND CONVEY TO PURCHASER BUYER AND PURCHASER BUYER SHALL ACCEPT THE PROPERTY "“AS IS, WHERE IS, WITH ALL FAULTS"”, EXCEPT TO THE EXTENT OF THE REPS AND WARRANTIESEXPRESSLY PROVIDED OTHERWISE IN THIS AGREEMENT. OTHER THAN THE REPS AND WARRANTIES, PURCHASER BUYER HAS NOT RELIED AND WILL NOT RELY ON, AND SELLER IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PROPERTY OR RELATING THERETO (INCLUDING SPECIFICALLY, WITHOUT LIMITATION, OFFERING PACKAGES DISTRIBUTED WITH RESPECT TO THE PROPERTY) MADE OR FURNISHED BY SELLER, THE MANAGER MANAGERS OF THE PROPERTY, OR ANY PARTY REAL ESTATE BROKER OR AGENT REPRESENTING OR PURPORTING TO REPRESENT SELLER, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, UNLESS SPECIFICALLY SET FORTH IN THIS AGREEMENT. PURCHASER ALSO BUYER ACKNOWLEDGES THAT THE PURCHASE PRICE REFLECTS AND TAKES INTO ACCOUNT THAT THE PROPERTY IS BEING SOLD "“AS IS".” BUYER REPRESENTS AND COVENANTS TO SELLER THAT BUYER HAS CONDUCTED, SUBJECT TO THE REPS AND WARRANTIES. PURSUANT TO THIS TERMS OF THIS AGREEMENT SELLER HAS GIVEN PURCHASER THE OPPORTUNITY TO OR WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS OF THE PROPERTY, INCLUDING BUT NOT LIMITED TO, THE PHYSICAL AND ENVIRONMENTAL CONDITIONS OF THE PROPERTYTHEREOF, AS PURCHASER MAY DEEM BUYER DEEMS NECESSARY OR DESIRABLE TO SATISFY ITSELF AS TO THE CONDITION OF THE PROPERTY AND THE EXISTENCE OR NONEXISTENCE OR CURATIVE ACTION TO BE TAKEN WITH RESPECT TO ANY HAZARDOUS OR TOXIC SUBSTANCES ON OR DISCHARGED FROM THE PROPERTY, AND PURCHASER WILL RELY SOLELY UPON SAME AND NOT UPON ANY INFORMATION PROVIDED BY OR ON BEHALF OF SELLER OR ITS AGENTS OR EMPLOYEES WITH RESPECT THERETO, OTHER THAN THE REPS AND SUCH REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLERSELLER AS ARE EXPRESSLY SET FORTH IN THIS AGREEMENT. SUBJECT TO THE REPS AND WARRANTIES, UPON CLOSING, PURCHASER BUYER SHALL ASSUME THE RISK THAT ADVERSE MATTERS, INCLUDING BUT NOT LIMITED TO, CONSTRUCTION DEFECTS AND ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS, MAY NOT HAVE BEEN REVEALED BY PURCHASER'S BUYER’S INVESTIGATIONS, AND OTHER THAN WITH RESPECT TO THE REPS AND WARRANTIES, PURCHASERBUYER, UPON CLOSING, DOES HEREBY WAIVESHALL BE DEEMED TO HAVE WAIVED, RELINQUISH RELINQUISHED AND RELEASE RELEASED SELLER (AND SELLER'S AFFILIATES ’S OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES AND AGENTS) FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION (INCLUDING, BUT NOT LIMITED TO, INCLUDING CAUSES OF ACTION IN TORT), LOSSES, DAMAGESLIABILITIESDAMAGES, LIABILITIES, COSTS AND EXPENSES (INCLUDING, BUT NOT LIMITED TO, INCLUDING REASONABLE ATTORNEYS' ’ FEES) OF ANY AND EVERY KIND OR CHARACTER, KNOWN OR UNKNOWN, WHICH PURCHASER BUYER MIGHT HAVE ASSERTED OR ALLEGED AGAINST SELLER (AND SELLER'S AFFILIATES’S OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES AND AGENTS) AT ANY TIME BY REASON OF OR ARISING OUT OF ANY LATENT OR PATENT CONSTRUCTION DEFECTS OR PHYSICAL CONDITIONS, ENVIRONMENTAL CONDITIONS (INCLUDING PRESENCE OR RELEASE OF HAZARDOUS OR TOXIC SUBSTANCES ON OR ABOUT THE PROPERTY) VIOLATIONS OF ANY APPLICABLE LAWS AND ANY AND ALL OTHER ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR MATTERS REGARDING THE PROPERTY, EXCEPT AS EXPRESSLY SET FORTH OTHERWISE IN THIS AGREEMENT. IN CONNECTION THEREWITH, BUYER EXPRESSLY WAIVES ALL RIGHTS UNDER CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES THAT: “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, BEING AWARE OF THIS CODE SECTION, HEREBY EXPRESSLY WAIVES ANY RIGHTS IT MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. Buyer Initials: /s/ WAS

AS-IS SALE; DISCLAIMERS. EXCEPT FOR THE REPS AND WARRANTIESAS EXPRESSLY SET FORTH IN THIS AGREEMENT, IT IS UNDERSTOOD AND AGREED THAT SELLER IS NOT MAKING AND HAS NOT AT ANY TIME MADE ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OR REPRESENTATIONS AS TO HABITABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. PURCHASER BUYER ACKNOWLEDGES AND AGREES THAT UPON CLOSING SELLER SHALL SELL AND CONVEY TO PURCHASER BUYER AND PURCHASER BUYER SHALL ACCEPT THE PROPERTY "“AS IS, WHERE IS, WITH ALL FAULTS"”, EXCEPT TO THE EXTENT OF THE REPS AND WARRANTIESEXPRESSLY PROVIDED OTHERWISE IN THIS AGREEMENT. OTHER THAN THE REPS AND WARRANTIES, PURCHASER BUYER HAS NOT RELIED AND WILL NOT RELY ON, AND SELLER IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PROPERTY OR RELATING THERETO (INCLUDING SPECIFICALLY, WITHOUT LIMITATION, OFFERING PACKAGES DISTRIBUTED WITH RESPECT TO THE PROPERTY) MADE OR FURNISHED BY SELLER, THE MANAGER OF THE PROPERTY, OR ANY PARTY EMPLOYEES OR AGENTS REPRESENTING OR PURPORTING TO REPRESENT SELLER, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, UNLESS SPECIFICALLY SET FORTH IN THIS AGREEMENT. PURCHASER BUYER ALSO ACKNOWLEDGES THAT THE PURCHASE PRICE REFLECTS AND TAKES INTO ACCOUNT THAT THE PROPERTY IS BEING SOLD "AS “AS-IS".” BUYER REPRESENTS TO SELLER THAT BUYER HAS CONDUCTED, SUBJECT TO THE REPS AND WARRANTIES. PURSUANT TO THIS TERMS OF THIS AGREEMENT SELLER HAS GIVEN PURCHASER THE OPPORTUNITY TO OR WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS OF THE PROPERTY, INCLUDING BUT NOT LIMITED TO, THE PHYSICAL AND ENVIRONMENTAL CONDITIONS OF THE PROPERTYTHEREOF, AS PURCHASER MAY DEEM BUYER DEEMS NECESSARY OR DESIRABLE TO SATISFY ITSELF AS TO THE CONDITION OF THE PROPERTY AND THE EXISTENCE OR NONEXISTENCE OR CURATIVE ACTION TO BE TAKEN WITH RESPECT TO ANY HAZARDOUS OR TOXIC SUBSTANCES ON OR DISCHARGED FROM THE PROPERTY, AND PURCHASER WILL RELY SOLELY UPON SAME AND NOT UPON ANY INFORMATION PROVIDED BY OR ON BEHALF OF SELLER OR ITS AGENTS OR EMPLOYEES WITH RESPECT THERETO, OTHER THAN THE REPS AND SUCH REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLERSELLER AS ARE EXPRESSLY SET FORTH IN THIS AGREEMENT. SUBJECT TO THE REPS AND WARRANTIES, UPON CLOSING, PURCHASER BUYER SHALL ASSUME ACCEPT THE PROPERTY SUBJECT TO THE RISK THAT ADVERSE MATTERS, INCLUDING BUT NOT LIMITED TO, CONSTRUCTION DEFECTS AND ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS, MAY NOT HAVE BEEN REVEALED BY PURCHASER'S BUYER’S INVESTIGATIONS, AND OTHER THAN BUYER, UPON CLOSING (EXCEPT WITH RESPECT TO THE REPS EXPRESS REPRESENTATIONS AND WARRANTIESWARRANTIES OF SELLER SET FORTH IN THIS AGREEMENT), PURCHASERSHALL BE DEEMED TO HAVE WAIVED, UPON CLOSING, DOES HEREBY WAIVE, RELINQUISH RELINQUISHED AND RELEASE RELEASED SELLER (AND SELLER'S AFFILIATES ’S OFFICERS, DIRECTORS, MANAGERS, SHAREHOLDERS, MEMBERS, EMPLOYEES AND AGENTS) FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION (INCLUDING, BUT NOT LIMITED TO, INCLUDING CAUSES OF ACTION IN TORT, EXCLUDING FRAUD), LOSSES, DAMAGESLIABILITIESDAMAGES, LIABILITIES, COSTS AND EXPENSES (INCLUDING, BUT NOT LIMITED TO, INCLUDING REASONABLE ATTORNEYS' ’ FEES) OF ANY AND EVERY KIND OR CHARACTER, KNOWN OR UNKNOWN, WHICH PURCHASER BUYER MIGHT HAVE ASSERTED OR ALLEGED AGAINST SELLER (AND SELLER'S AFFILIATES’S OFFICERS, DIRECTORS, MANAGERS, SHAREHOLDERS, MEMBERS, EMPLOYEES AND AGENTS) AT ANY TIME BY REASON OF OR ARISING OUT OF ANY LATENT OR PATENT CONSTRUCTION DEFECTS OR PHYSICAL CONDITIONS, ENVIRONMENTAL CONDITIONS (INCLUDING PRESENCE OR RELEASE OF HAZARDOUS OR TOXIC SUBSTANCES ON OR ABOUT THE PROPERTY) VIOLATIONS OF ANY APPLICABLE LAWS AND ANY AND ALL OTHER ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR MATTERS REGARDING THE PROPERTY. WITHOUT LIMITING THE FOREGOING RELEASE AND WAIVER, BUYER ACKNOWLEDGES AND AGREES THAT THE FOREGOING WAIVER INCLUDES WAIVER OF AND THAT BUYER KNOWINGLY AND INTENTIONALLY WAIVES ANY DISCLOSURES, OBLIGATIONS, OR REQUIREMENTS OF SELLER WITH RESPECT TO THE FOLLOWING CALIFORNIA CODE SECTIONS: GOVERNMENT CODE SECTIONS 8589.3 AND 8589.4 (POTENTIAL FLOOD AREAS); 51183.5 (HIGH FIRE HAZARD SEVERITY ZONE); PUBLIC RESOURCE CODE SECTIONS 2621.9 (EARTHQUAKE FAULT ZONE), 0000 (XXXXXXX XXXXXX XXXX), 0000 (XXXXXXXX XXXX); AND HEALTH & SAFETY CODE SECTION 19211 (WATER HEATER CERTIFICATION) AND ACKNOWLEDGES AND AGREES THAT BUYER HAS HAD AN OPPORTUNITY TO INDEPENDENTLY EVALUATE AND INVESTIGATE THE MATTERS AS DESCRIBED IN SUCH CODE SECTIONS WITH RESPECT TO THE PROPERTY. IN CONNECTION WITH THE ABOVE WAIVERS, BUYER HEREBY WAIVES THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542 WHICH PROVIDES THAT: “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.” Buyer’s Initials Seller’s Initials In no event shall the above provisions of Section 16.2 be construed to release Seller from any of its express representations, warranties, or covenants pursuant to this Agreement or from any claims or actions Buyer may have against Seller following the Closing relating to third party claims asserted against Buyer with respect to matters occurring prior to the Closing and during Seller’s ownership of the Property.

AS-IS SALE; DISCLAIMERS. EXCEPT FOR THE REPS AND WARRANTIESAS EXPRESSLY SET FORTH IN ----------------------- THIS AGREEMENT, IT IS UNDERSTOOD AND AGREED THAT SELLER IS NOT MAKING AND HAS NOT AT ANY TIME MADE ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROPERTYPROPERTIES, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OR REPRESENTATIONS AS TO HABITABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. PURCHASER ACKNOWLEDGES AND AGREES THAT UPON CLOSING SELLER SHALL SELL AND CONVEY TO PURCHASER BUYER AND PURCHASER BUYER SHALL ACCEPT THE PROPERTY PROPERTIES "AS IS, WHERE IS, WITH ALL FAULTS", EXCEPT TO THE EXTENT OF THE REPS AND WARRANTIES-------------------------------- EXPRESSLY PROVIDED OTHERWISE IN THIS AGREEMENT. OTHER THAN THE REPS AND WARRANTIES, PURCHASER BUYER HAS NOT RELIED AND WILL NOT RELY ON, AND SELLER IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PROPERTY PROPERTIES OR RELATING THERETO (INCLUDING SPECIFICALLY, WITHOUT LIMITATION, OFFERING PACKAGES DISTRIBUTED WITH RESPECT TO THE PROPERTIES) MADE OR FURNISHED BY SELLER, THE MANAGER MANAGERS OF THE PROPERTYPROPERTIES, OR ANY PARTY REAL ESTATE BROKER OR AGENT REPRESENTING OR PURPORTING TO REPRESENT SELLER, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, UNLESS SPECIFICALLY SET FORTH IN THIS AGREEMENT. PURCHASER ALSO BUYER ACKNOWLEDGES THAT THE PURCHASE PURCHASE. PRICE REFLECTS AND TAKES INTO ACCOUNT THAT THE PROPERTY IS PROPERTIES ARE BEING SOLD "AS IS"." BUYER REPRESENTS AND COVENANTS TO SELLER THAT BUYER HAS CONDUCTED, SUBJECT TO THE REPS AND WARRANTIES. PURSUANT TO THIS TERMS OF THIS AGREEMENT SELLER HAS GIVEN PURCHASER THE OPPORTUNITY TO OR WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS OF THE PROPERTYPROPERTIES, INCLUDING BUT NOT LIMITED TO, THE PHYSICAL AND ENVIRONMENTAL CONDITIONS OF THE PROPERTYTHEREOF, AS PURCHASER MAY DEEM BUYER DEEMS NECESSARY OR DESIRABLE TO SATISFY ITSELF AS TO THE CONDITION OF THE PROPERTY PROPERTIES AND THE EXISTENCE OR NONEXISTENCE OR CURATIVE ACTION TO BE TAKEN WITH RESPECT TO ANY HAZARDOUS OR TOXIC SUBSTANCES ON OR DISCHARGED FROM THE PROPERTYPROPERTIES, AND PURCHASER WILL RELY SOLELY UPON SAME AND NOT UPON ANY INFORMATION PROVIDED BY OR ON BEHALF OF SELLER OR ITS AGENTS OR EMPLOYEES WITH RESPECT THERETO, OTHER THAN THE REPS AND SUCH REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLERSELLER AS ARE EXPRESSLY SET FORTH IN THIS AGREEMENT. SUBJECT TO THE REPS AND WARRANTIES, UPON CLOSING, PURCHASER BUYER SHALL ASSUME THE RISK THAT ADVERSE MATTERS, INCLUDING BUT NOT LIMITED TO, CONSTRUCTION DEFECTS AND ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS, MAY NOT HAVE BEEN REVEALED BY PURCHASERBUYER'S INVESTIGATIONS, AND OTHER THAN WITH RESPECT TO THE REPS AND WARRANTIES, PURCHASERBUYER, UPON CLOSING, DOES HEREBY WAIVESHALL BE DEEMED TO HAVE WAIVED, RELINQUISH RELINQUISHED AND RELEASE RELEASED SELLER (AND SELLER'S AFFILIATES OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES AND AGENTS) FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION (INCLUDING, BUT NOT LIMITED TO, INCLUDING CAUSES OF ACTION IN TORT), LOSSES, DAMAGESLIABILITIESDAMAGES, LIABILITIES, COSTS AND EXPENSES (INCLUDING, BUT NOT LIMITED TO, INCLUDING REASONABLE ATTORNEYS' FEES) OF ANY AND EVERY KIND OR CHARACTER, KNOWN OR UNKNOWN, WHICH PURCHASER BUYER MIGHT HAVE ASSERTED OR ALLEGED AGAINST SELLER (AND SELLER'S AFFILIATESOFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES AND AGENTS) AT ANY TIME BY REASON OF OR ARISING OUT OF ANY LATENT OR PATENT CONSTRUCTION DEFECTS OR PHYSICAL CONDITIONS, ENVIRONMENTAL CONDITIONS (INCLUDING PRESENCE OR RELEASE OF HAZARDOUS OR TOXIC SUBSTANCES ON OR ABOUT THE PROPERTY) VIOLATIONS OF ANY APPLICABLE LAWS AND ANY AND ALL OTHER ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR MATTERS REGARDING THE PROPERTYPROPERTIES, EXCEPT AS EXPRESSLY SET FORTH OTHERWISE IN THIS AGREEMENT. IN CONNECTION THEREWITH, BUYER EXPRESSLY WAIVES ALL RIGHTS UNDER CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES THAT: "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."