Common use of AS-IS-SALE Clause in Contracts

AS-IS-SALE. Buyer acknowledges and agrees that upon Closing, Seller shall sell and convey to Buyer and Buyer shall accept the Property “AS IS, WHERE IS, WITH ALL FAULTS,” except to the extent expressly provided otherwise in this Agreement and any document executed by Seller and delivered to Buyer at Closing. Except as expressly set forth in this Agreement, Buyer has not relied and will not rely on, and Seller has not made and is not liable for or bound by, any express or implied warranties, guarantees, statements, representations or information pertaining to the Property or relating thereto made or furnished by Seller, or any property manager, real estate broker, agent or third party representing or purporting to represent Seller, to whomever made or given, directly or indirectly, orally or in writing. Buyer will conduct such inspections and investigations of the Property as Buyer deems necessary, including, but not limited to, the physical and environmental conditions thereof, and shall rely upon same. By failing to terminate this Agreement prior to the expiration of the Due Diligence Period, Buyer acknowledges that Seller has afforded Buyer a full opportunity to conduct such investigations of the Property as Buyer deemed necessary to satisfy itself as to the condition of the Property, 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 such representations, warranties and covenants of Seller as are expressly set forth in this Agreement. Upon Closing except as otherwise set forth in this Agreement, Buyer shall assume the risk that adverse matters, including, but not limited to, adverse physical or construction defects or adverse environmental, health or safety conditions, may not have been revealed by Buyer’s inspections and investigations and shall assume any and all problems, conditions, losses, costs, damages, claims, liabilities, expenses, demands or obligations of any kind or nature whatsoever attributable to the Property, whether arising or accruing before, on or after the Closing Date and whether attributable to events or circumstances that have heretofore or may hereafter occur.

AS-IS-SALE. Buyer acknowledges and agrees that upon ClosingPrior to the close of escrow hereunder, Seller shall sell and convey to Buyer and Buyer shall accept have inspected and examined all aspects of the Property “AS IS, WHERE IS, WITH ALL FAULTS,” except and its condition which Buyer believes are relevant to Buyer’s decision to purchase the Property and satisfied itself as to all matters relating to the extent expressly provided otherwise in this Agreement and any document executed by Seller and delivered to Buyer at ClosingProperty. Except as expressly set forth specifically warranted by Seller in this Agreement, Buyer has not relied and will not rely on, and Seller has not made and is not liable for or bound by, any express or implied warranties, guarantees, statements, representations or information pertaining to in purchasing the Property or relating thereto made or furnished by Seller, or any property manager, real estate broker, agent or third party representing or purporting pursuant to represent Seller, to whomever made or given, directly or indirectly, orally or in writing. Buyer will conduct such inspections and investigations of the Property as Buyer deems necessary, including, but not limited to, the physical and environmental conditions thereof, and shall rely upon same. By failing to terminate this Agreement prior to the expiration of the Due Diligence PeriodAgreement, Buyer acknowledges that Seller has afforded Buyer a full opportunity to conduct such investigations of the Property as Buyer deemed necessary to satisfy itself as to the condition is relying solely on its own investigation and inspection of the Property, and that, as between Seller and Buyer, the Property will rely solely upon same be conveyed to and not upon any information provided accepted by or on behalf Buyer at close of Seller or escrow in its agents or employees with respect theretoAS IS, other than such representations, warranties WHERE IS condition. Buyer acknowledges and covenants of Seller agrees that: (i) except as are expressly specifically set forth in this AgreementSection 8.1, Seller has not made any representation or warranty, express or is implied, written or oral, concerning the Property or any use to which the Property may or may not be put. Upon Closing except Buyer specifically acknowledges and agrees that Buyer is not relying on any representations or warranties of any kind whatsoever, express (other than as otherwise set forth expressly provided in this Agreement) or implied, Buyer shall assume from Seller, its agents, employees, representatives or brokers as to any matters concerning the risk that adverse mattersProperty, includingincluding without limitation: (i) the quality, but not limited tonature, adverse adequacy, and physical condition of the Property and the improvements thereon, (ii) the quality, nature, adequacy, and physical condition of soils, geology and any groundwater, (iii) the existence, quality, nature, adequacy and physical condition of utilities, infrastructure and site improvements, if any, and public improvements serving the Property, (iv) the development potential of the Property, and the Property’s merchantability, fitness, suitability, or construction defects adequacy of the Property for any particular purpose, (v) the zoning or adverse environmentalother legal status of the Property, health or safety conditions(vi) the status of entitlements, may not have been revealed by Buyer’s inspections permits and investigations and shall assume any and all problems, conditions, losses, costs, damages, claims, liabilities, expenses, demands or obligations of any kind or nature whatsoever attributable approvals with respect to the Property, (vii) the size of the Property, (viii) the value of the Property, or (ix) the Property’s compliance with any environmental laws, or any other federal, state or local laws, statutes, regulations, codes, ordinances, rules, administrative orders, or any other requirements applicable to the Property. Buyer agrees that, from and after Close of Escrow, as between Buyer and Seller, Buyer shall conclusively be deemed to have accepted the Property in its then existing condition, “AS IS,” without warranty of any kind, except as set forth in Section 8.1. Seller has informed Buyer and Buyer acknowledges that Seller acquired ownership of the subject Property through a foreclosure, has not occupied nor conducted any investigation or studies on subject Property. Seller is not a developer or builder of the subject Property. Buyer is strongly advised and urged to investigate the condition and suitability of all aspects of the subject Property and all matters affecting the value or desirability of the subject Property and purchasing the subject Property is relying on Buyer’s own investigation and that of professionals retained or hired by Buyer. As of the close of escrow, Buyer hereby expressly waives and releases any and all claims, whether know or unknown, that Buyer may now have or hereafter acquire against Seller arising from or accruing beforeconnected with the Property, whether related to the valuation of the Property, to any defect in any Property, or to any other condition (including, without limitation, any environmental condition) affecting the Property, or otherwise; provided, however, that such waiver and release (and the general release under California Civil Code Section 1542 below) shall not apply to matters covered by the specific representations and warranties contained in Sections 8.1.1 through 8.1.10 above or to any other matter expressly represented and warranted elsewhere by Seller herein. The foregoing release specifically includes any claim under any environmental laws but does not include any claim based on a breach of Seller’s representation or warranty under Section 8.1.5 above. As of the close of escrow hereunder, Buyer hereby releases and forever discharges Seller, its partners, officers, directors, shareholders, employees, agents, representatives, affiliates, insurers, and their successors and assigns (collectively “Seller Related Parties”) from any and all claims and causes of action of any kind, whether known or unknown, suspected or unsuspected, actual or potential, existing now or in the future, arising out of or around the Property, or of the air, soil, groundwater or surface water at or beneath the Property, and whether or not caused by Seller or predecessor in interest of Seller or any other person or entity; provided, however, that such waiver and discharge shall not apply to matters covered by the specific representations and warranties contained in Sections 8.1.1 through 8.1.10 above or to any other matter expressly represented and warranted elsewhere by Seller herein.. Without limiting the foregoing, as of the close of escrow hereunder, Buyer releases and forever discharges Seller from any and all claims and causes of action under or with respect to the Xxxxxxxxx-Xxxxxxx-Xxxxxx Hazardous Substance Account Act (California Health and Safety Code Section 25300 et seq.) (including section 25359.7, Title 42 U.S.C. section 9601 et seq. (“CERCLA”), and or Title 42 U.S.C. Section 6901 et seq. (“RCRA”), as these laws may be amended in the future; provided, however, that such release and discharge shall not apply to matters covered by the specific representations and warranties contained in Sections 8.1.1 through 8.1.10 above or to any other matter expressly represented and warranted elsewhere by Seller herein... Buyer, on or after behalf of itself, its officers, directors, employees, agents and their respective successors and assigns hereby expressly waives, as of the Closing Date close of escrow, all rights and whether attributable to events or circumstances that have heretofore or may hereafter occurbenefits afforded by the provisions 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.” The provisions of this Section 8.3 shall survive Close of Escrow in perpetuity.

AS-IS-SALE. Buyer Purchaser acknowledges that it has been given the opportunity to make a full and agrees complete investigation and inspection of the Premises and the operation thereof and that upon Closing, Purchaser has had an opportunity to make full inquiry of Seller shall sell and convey as to Buyer and Buyer shall accept all matters deemed relevant by Purchaser in evaluating the Property Premises. Purchaser expressly acknowledges that the Premises is being purchased “AS IS”, “WHERE IS, ” and ‘WITH ALL FAULTS,” except ”, latent and patent. Purchaser acknowledges that Seller has no duty, responsibility or obligation whatsoever to volunteer to Purchaser information about the extent Premises. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SELLER HAS NOT AND WILL NOT, AND HEREBY EXPRESSLY DISCLAIMS ANY WARRANTIES WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT OR RELATING TO THE PREMISES, INCLUDING WITHOUT LIMITATION, MERCHANTABILITY, HABITABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Purchaser expressly provided otherwise in this Agreement and any document executed by Seller and delivered acknowledges that (i) it is not authorized to Buyer at Closing. Except as expressly set forth in this Agreementrely, Buyer has not relied relied, and will not rely onon any representation, statement or warranty of Seller, or of any agent, or representative, or broker of Seller, not expressly set forth herein, and (ii) Seller has not made and is not liable agreed to perform any work on or about the Premises as a condition to Purchaser’s purchase of same. Seller makes no representations, warranties or indemnities for any claim, condition or bound byliability arising before or after this Agreement pursuant to, or arising under, any express federal, state or implied warrantieslocal law, guaranteesrule or ordinance including, statementsbut no limited to, representations or information pertaining those relating to the Property or relating thereto made or furnished by Seller, or any property manager, real estate broker, agent or third party representing or purporting to represent Seller, to whomever made or given, directly or indirectly, orally or in writing. Buyer will conduct such inspections and investigations protection of the Property as Buyer deems necessary, environment including, but not limited to, the physical CERCLA and environmental conditions thereof, and shall rely upon sameRCRA. By failing to terminate this Agreement prior to the expiration of the Due Diligence Period, Buyer acknowledges that Seller has afforded Buyer a full opportunity to conduct such investigations of the Property as Buyer deemed necessary to satisfy itself as to the condition of the Property, and This paragraph 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 such representations, warranties and covenants of Seller as are expressly set forth in this Agreement. Upon Closing except as otherwise set forth in this Agreement, Buyer shall assume the risk that adverse matters, including, but not limited to, adverse physical or construction defects or adverse environmental, health or safety conditions, may not have been revealed by Buyer’s inspections and investigations and shall assume any and all problems, conditions, losses, costs, damages, claims, liabilities, expenses, demands or obligations of any kind or nature whatsoever attributable to the Property, whether arising or accruing before, on or after the Closing Date and whether attributable to events or circumstances that have heretofore or may hereafter occursurvive Closing.

AS-IS-SALE. To the maximum extent permitted by applicable law and except for Seller’s representations, covenants and warranties specifically made herein (“Seller’s Warranties”), this sale is made and will be made without representation, covenant, or warranty of any kind (whether express, implied, or, to the maximum extent permitted by applicable law) by Seller. As a material part of the consideration for this Contract, subject to Buyer’s rights pursuant to Section 5, Buyer acknowledges and agrees that upon Closing, Seller shall sell and convey to Buyer and Buyer shall accept the Property on an “AS ISas is” and “where is” basis, WHERE ISwith all faults as of the date hereof, WITH ALL FAULTS,” subject to normal wear and tear, and without any representation, covenant or warranty, all of which Seller hereby disclaims, except to the extent expressly provided otherwise in this Agreement and any document executed for Seller’s Warranties. Except for Seller’s Warranties, no warranty, covenant or representation is made by Seller as to fitness for any particular purpose, merchantability, design, quality, condition, operation or income, existence as of Closing of any specific tenants or leases, compliance with drawings or specifications, absence of defects, absence of hazardous or toxic substances, absence of faults, flooding, or compliance with laws and delivered regulations including, without limitation, those relating to health, safety and the environment. Buyer at Closing. Except as expressly set forth in acknowledges that Buyer has entered into this AgreementContract with the intention of making and relying upon its own investigation of the physical, environmental, economic use, compliance, and legal condition of the Property and that, other than the Seller’s Warranties, Buyer has is not relied now relying, and will not rely onlater rely, upon any representations and warranties made by Seller has not made and is not liable for or bound anyone acting or claiming to act, by, through or under or on Seller’s behalf concerning the Property. The provisions of this paragraph shall survive indefinitely any express Closing or implied warranties, guarantees, statements, representations or information pertaining to the Property or relating thereto made or furnished by Seller, or any property manager, real estate broker, agent or third party representing or purporting to represent Seller, to whomever made or given, directly or indirectly, orally or in writing. Buyer will conduct such inspections and investigations termination of the Property as Buyer deems necessary, including, but not limited to, the physical and environmental conditions thereof, this Contract and shall rely upon same. By failing to terminate this Agreement prior to the expiration of the Due Diligence Period, Buyer acknowledges that Seller has afforded Buyer a full opportunity to conduct such investigations of the Property as Buyer deemed necessary to satisfy itself as to the condition of the Property, 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 such representations, warranties and covenants of Seller as are expressly set forth in this Agreement. Upon Closing except as otherwise set forth in this Agreement, Buyer shall assume the risk that adverse matters, including, but not limited to, adverse physical or construction defects or adverse environmental, health or safety conditions, may not have been revealed by Buyer’s inspections and investigations and shall assume any and all problems, conditions, losses, costs, damages, claims, liabilities, expenses, demands or obligations of any kind or nature whatsoever attributable to the Property, whether arising or accruing before, on or after be merged into the Closing Date and whether attributable to events or circumstances that have heretofore or may hereafter occurdocuments.

AS-IS-SALE. 3.4.1 Buyer acknowledges that it is a sophisticated real estate investor and agrees owner of real property and will conduct its own due diligence and investigations regarding the Property and Buyer‘s intended uses thereof as provided for in this Agreement. Buyer further acknowledges that this Agreement provides Buyer with sufficient time and opportunity to complete the Physical Inspections and Other Investigations of the Property, to review the Property Materials and to conduct any related due diligence of the Property which Buyer or its consultants and agents deem necessary and appropriate for Buyer to evaluate the State of Title, the physical, environmental and economic condition of the Property and the Property‘s suitability for Buyer’s intended use. Subject to Seller’s compliance with its obligations hereunder, Buyer is purchasing the Property solely in reliance upon Buyer’s own due diligence and investigation of the Property, including, without limitation, the Physical Inspections and Other Investigations of the Property, and acknowledges that, except for Seller’s representations and warranties expressly set forth in Section 3.1 of this Agreement or in any document to be delivered by Seller at Closing, no representations or warranties of any kind or nature whatsoever, oral or written, express or implied, have been made by any of the following (collectively, the “Released Parties”): Seller, DVO Holdings LLC, DVO Real Estate LLC, BCE Opportunity Fund II, LLC, Benedict Canyon Equities, Inc., the members of the aforementioned Released Parties and their respective members and partners, as applicable, and the respective members and partners of such members and partners, as applicable, and the managers, managing members, officers, directors, shareholders, employees, agents, servants, successors, assigns, parents, affiliates and subsidiaries of all such parties, and any other person or entity acting on behalf of Seller for whom Seller may be held legally responsible, with respect to the following (collectively, the “Condition and Suitability of the Property”): (1) the contents, accuracy and completeness of the Property Materials, (2) any matters which were disclosed by or should have been disclosed by the Physical Inspections and Other Investigations of the Property, including any patent or latent construction defects, (3) the financial performance of and the economic prospects for the Property, (4) the applicability of any taxes and assessments to the Property, (5) the habitability of the Property for use as residential dwellings, (6) the merchantability or the fitness of the Property or any portion thereof for any particular purpose and the suitability of the Property for Buyer’s intended use, (7) the environmental condition of the Property (including, without limitation, any contamination in, on, under or adjacent to the Property by any solid, hazardous or toxic substance, material or waste, including lead paint, asbestos and toxic or other mold and mildew), (8) the physical condition and quality of the Property, including, without limitation, the construction methods, plumbing, sewer, HVAC, electrical, mechanical and similar operating systems, and the functionality, location and accessibility thereof, the adequacy of the roofs, foundations and structural integrity and earthquake preparedness of the Property, the quality of construction and sufficiency of undershoring, and any soils, subsurface, subsidence, drainage, seismic, geologic and hydrologic matters, (9) the size and dimensions of the Property and the accuracy of any floor plans, square footage estimates, drawings, renderings or lease abstracts, (10) the accuracy of any floor plans or drawings, (11) whether the appliances and plumbing and electrical systems are in working order, (12) the Property or Seller’s compliance with applicable statutes, laws, codes, ordinances, regulations or requirements relating to the use, operation, leasing, zoning, subdivision, planning, building, fire, safety, health or environmental matters (including but not limited to the ADA, OSHA, the Subdivision Map Act, the Toxic Substances Control Act, the Comprehensive Environmental Response, Compensation and Liability Act, the Clean Water Act, the Resource Conservation and Recovery Act and any other similar federal, state or local laws), (13) compliance with any applicable covenants, conditions and restrictions (whether or not of record), (14) access to the Property and the right to use adjoining property or rights of way, and (15) any other matter affecting or relating to the Property, including but not limited to those matters relating to the construction, use, operation, condition, title, occupation or management of the Property and Buyer’s ability to obtain any required governmental approvals in connection therewith. Buyer further acknowledges that the period from the Effective Date until the Closing Date provides Buyer with sufficient time and opportunity to complete its review of the State of Title to the Property, and that, except as expressly set forth in Section 3.1 hereof or in any document to be delivered by Seller at Closing, Seller shall sell and convey to Buyer and Buyer shall accept makes no representation or warranty of any kind or nature whatsoever, either express or implied, regarding the accuracy or completeness of the Property Materials, the Title Report or the Survey. Buyer further acknowledges that the Property shall be conveyed by Seller and accepted by Buyer on and as of the Closing Date “AS IS, WHERE IS, WITH ALL FAULTS,” ”, without any representation or warranty of any kind or nature whatsoever, either express or implied, except to the extent expressly provided otherwise in this Agreement and any document executed by Seller and delivered to Buyer at Closing. Except as expressly set forth in this Agreement, Buyer has not relied and will not rely onSection 3.1 hereof in any document to be delivered by Seller at Closing, and with no right of setoff or reduction in the Purchase Price, but subject to compliance by Seller has not made and is not liable for or bound by, any express or implied warranties, guarantees, statements, representations or information pertaining to the Property or relating thereto made or furnished by Seller, or any property manager, real estate broker, agent or third party representing or purporting to represent Seller, to whomever made or given, directly or indirectly, orally or in writingwith its obligations hereunder. Buyer will conduct such inspections and investigations of hereby assumes the Property as Buyer deems necessary, including, but not limited to, the risk that adverse physical and environmental conditions thereof, and shall rely upon same. By failing to terminate this Agreement prior to the expiration of the Due Diligence Period, Buyer acknowledges that Seller has afforded Buyer a full opportunity to conduct such investigations of the Property as Buyer deemed necessary to satisfy itself as to the condition of the Property, 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 such representations, warranties and covenants of Seller as are expressly set forth in this Agreement. Upon Closing except as otherwise set forth in this Agreement, Buyer shall assume the risk that adverse matters, including, but not limited to, adverse physical or construction defects or adverse environmental, health or safety conditions, may not have been revealed by the Property Materials, Buyer’s inspections Physical Inspections and Other Investigations of the Property and any other due diligence investigations and shall assume any and all problems, conditions, losses, costs, damages, claims, liabilities, expenses, demands or obligations of any kind or nature whatsoever attributable to the Property, whether arising or accruing before, on or after the Closing Date and whether attributable to events or circumstances that have heretofore or may hereafter occurBuyer.

AS-IS-SALE. Buyer acknowledges and agrees that upon ClosingBuyer is experienced in the purchase and development of land similar to the Property and that Buyer has inspected the Property, Seller shall sell or will, during the Due Diligence Period, inspect the Property, to its satisfaction, and convey is qualified to make such inspections. Except for Seller’s express representations to Buyer and in this Agreement, Buyer shall accept acknowledges that it is fully relying on Buyer’s (or Buyer’s representatives’ or consultants’) inspections of the Property “AS ISand not upon any statements (oral or written) which may have been made or may be made (or purportedly made) by Seller or any of its representatives or consultants, WHERE ISincluding, WITH ALL FAULTS,” except to without limitation, the extent expressly provided otherwise Recitals set forth above in this Agreement Agreement. No person acting on behalf of Seller is authorized to make, and by execution hereof Buyer acknowledges no person has made, any document executed by Seller and delivered to Buyer at Closing. Except representation, statement, warranty, guaranty, or promise regarding the Property or the transaction contemplated herein, or the zoning, construction, physical condition or other status of the Property except as may be expressly set forth in this Agreement. Buyer acknowledges that Buyer, Buyer has not relied or Buyer’s representatives and/or consultants, will have the opportunity to thoroughly inspect and will not rely on, and Seller has not made and is not liable for or bound by, any express or implied warranties, guarantees, statements, representations or information pertaining examine the Property to the Property or relating thereto made or furnished extent deemed necessary by Seller, or any property manager, real estate broker, agent or third party representing or purporting Buyer in order to represent Seller, enable Buyer to whomever made or given, directly or indirectly, orally or in writing. Buyer will conduct such inspections and investigations evaluate the condition of the Property as Buyer deems necessary, and all other aspects of the Property (including, but not limited to, the physical and environmental conditions thereofcondition of the Property), and shall rely upon same. By failing to terminate this Agreement prior except to the expiration extent of the Due Diligence PeriodSeller’s representations set forth herein, Buyer acknowledges that Seller has afforded Buyer a full opportunity to conduct such investigations of the Property as Buyer deemed necessary to satisfy itself as to the condition will rely solely upon its own (or its representatives’ or consultants’) inspections, examinations and evaluations of the Property, as a material part of the consideration of this Agreement and will rely solely upon same and not upon any information provided by or on behalf the purchase of Seller or its agents or employees with respect thereto, other than such representations, warranties and covenants of Seller as are expressly set forth in this Agreement. Upon Closing except as otherwise set forth in this Agreement, Buyer shall assume the risk that adverse matters, including, but not limited to, adverse physical or construction defects or adverse environmental, health or safety conditions, may not have been revealed by Buyer’s inspections and investigations and shall assume any and all problems, conditions, losses, costs, damages, claims, liabilities, expenses, demands or obligations of any kind or nature whatsoever attributable to the Property. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, whether arising or accruing beforeBUYER ACKNOWLEDGES THAT SELLER IS SELLING THE PROPERTY “AS IS” AND “WITH ALL FAULTS” AND THAT NEITHER SELLER NOR ITS AGENTS HAVE MADE ANY WARRANTIES OR REPRESENTATIONS, on or after the Closing Date and whether attributable to events or circumstances that have heretofore or may hereafter occur.EXPRESS OR IMPLIED, ORAL OR WRITTEN, REGARDING ANY MATTER PERTAINING TO THE PROPERTY OR ITS USE INCLUDING: (I) THE PHYSICAL CONDITION, ZONING, USE, VALUE, INTENDED USE, OR OTHER CONDITION OF THE PROPERTY; (II) ITS MERCHANTABILITY; (III) ITS FITNESS FOR A PARTICULAR PURPOSE; (IV) THE PHYSICAL CONDITION, ZONING, USE, VALUE, INTENDED USE, OR OTHER CONDITION OF ANY NEIGHBORING PROPERTY; OR (V) THE CLASSIFICATION OF THE PROPERTY FOR AD VALOREM PURPOSES. UPON THE CLOSING, BUYER WAIVES, AND RELEASES SELLER FROM, ALL PRIVATE RIGHTS OF ACTION UNDER FEDERAL, STATE, LOCAL, AND COMMON LAW, INCLUDING THE COMPREHENSIVE ENVIRONMENTAL RESPONSE COMPENSATION AND LIABILITY ACT, WHICH BUYER MAY HAVE AGAINST SELLER ARISING OUT OF THE PAST OR PRESENT (AS OF THE DATE HEREOF) PRESENCE OF HAZARDOUS WASTE OR SUBSTANCES ON THE PROPERTY OR ARISING OUT OF THE PHYSICAL CONDITION OF THE PROPERTY OR ANY NEIGHBORING PROPERTY. BUYER FURTHER ASSUMES THE RISK OF ALL CHANGES IN APPLICABLE LAWS AND REGULATIONS RELATING TO THE PRESENCE OF HAZARDOUS WASTES OR CONDITIONS WHICH MAY NOT BE REVEALED IN ANY ENVIRONMENTAL REPORT PROVIDED TO OR OBTAINED BY BUYER UNDER THIS AGREEMENT. THAT BY INITIALLING BELOW, THE BUYER ACKNOWLEDGES THAT (I) THIS SECTION 6 HAS BEEN READ AND FULLY UNDERSTOOD, (II) THE BUYER HAS HAD THE CHANCE TO ASK QUESTIONS OF ITS COUNSEL ABOUT ITS MEANING AND SIGNIFICANCE, AND (III) THE BUYER HAS ACCEPTED AND AGREED TO THE TERMS SET FORTH IN THIS SECTION 6. TJ WAS SELLER’S INITIALS BUYER’S INITIALS

AS-IS-SALE. Except as expressly set forth in this Agreement or in any document to be executed by Seller and delivered to Buyer at Closing, it is understood and agreed that Seller is not making, and has not at any time made and hereby specifically disclaims 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. Buyer acknowledges and agrees that upon Closing, Seller shall sell and convey to Buyer and Buyer shall accept the Property “AS ISas is, WHERE ISwhere is, WITH ALL FAULTSwith all faults,” except to the extent expressly provided otherwise in this Agreement Agreement, including, without limitation, the representations, warranties, and covenants of Seller set forth herein or in any document to be executed by Seller and delivered to Buyer at Closing. Except as expressly set forth in this Agreement, Buyer has not relied and will not rely on, and Seller has not made and is not liable for or bound by, any express or implied warranties, guaranteesguaranties, statements, representations representations, or information pertaining to the Property or relating thereto (including specifically, without limitation, any prospectus distributed with respect to the Property) made or furnished by Seller, the managers of the Property, or any property manager, real estate broker, broker or agent or third party 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 document to be executed by Seller and delivered to Buyer at Closing. Buyer also acknowledges that the Purchase Price reflects and takes into account that the Property is being sold “as-is”. Buyer represents to Seller that Buyer has conducted, or will conduct prior to Closing, such inspections and investigations of the Property as Buyer deems necessaryProperty, including, but not limited to, the physical and environmental conditions thereof, and shall rely upon same. By failing to terminate this Agreement prior to the expiration of the Due Diligence Period, Buyer acknowledges that Seller has afforded Buyer a full opportunity to conduct such investigations of the Property as Buyer deemed 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 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 such representations, warranties warranties, and covenants of Seller as are expressly set forth in this AgreementAgreement or in any document to be executed by Seller and delivered to Buyer at Closing. Upon Closing except as otherwise set forth Except for Buyer’s right to bring a claim by reason of or arising out of Seller’s breach of any of its representations, warranties or covenants in this AgreementAgreement or in any document to be executed by Seller and delivered to Buyer at Closing, upon Closing, Buyer shall assume the risk that adverse matters, including, but not limited to, construction defects and adverse physical or construction defects or adverse environmental, health or safety and environmental conditions, may not have been revealed by Buyer’s inspections investigations. Except for Buyer’s right to bring a claim by reason of or arising out of Seller’s breach of any of its representations, warranties or covenants in this Agreement or in any document to be executed by Seller and investigations delivered to Buyer at Closing, upon Closing, Buyer shall be deemed to have waived, relinquished and shall assume released Seller (and Seller’s officers, directors, shareholders, employees and agents) from and against any and all problemsclaims, conditionsdemands, causes of action (including causes of action in tort), losses, costs, damages, claims, liabilities, expenses, demands or obligations costs and expenses (including reasonable attorneys’ fees) of any and every kind or nature whatsoever attributable to character, known or unknown, which Buyer might have asserted or alleged against Seller (and Seller’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, violations of any applicable laws and any and all other acts, omissions, events, circumstances or matters regarding the Property, whether arising . The provisions of this paragraph shall survive Closing or accruing before, on or after the Closing Date and whether attributable to events or circumstances that have heretofore or may hereafter occurany termination of this Agreement.

AS-IS-SALE. Buyer acknowledges and agrees that upon Closing, Seller shall sell and convey to Buyer and Buyer shall accept accepts the Property “AS IS” without representation or warranty of any kind, WHERE ISwhether express or implied, WITH ALL FAULTS,” by Seller as to physical condition or otherwise except to the extent as expressly provided otherwise in this Agreement and any document executed by Seller and delivered to Buyer at Closing. Except as expressly set forth in this Agreement. Buyer shall rely upon its own inspection and its own professional advisors in its examination of the Property and all improvements thereon. Buyer hereby represents, Buyer has not relied and will not rely onwarrants, and covenants to Seller has not made and is not liable for or bound bythat, any express or implied warranties, guarantees, statements, representations or information pertaining prior to the Property or relating thereto made or furnished by Sellerend of the Inspection Period, or any property manager, real estate broker, agent or third party representing or purporting to represent Seller, to whomever made or given, directly or indirectly, orally or in writing. Buyer will conduct such inspections and investigations Buyer’s own investigation of the Property as Buyer deems necessaryand the physical condition thereof, including, but not limited towithout limitation, accessibility and location of utilities, use of Hazardous Materials on, from, or under the physical Property, earthquake preparedness of the Property, all matters concerning the Property with respect to taxes, assessments, income and environmental expense data, bonds, permissible uses, zoning, covenants, conditions thereofand restrictions, and shall rely upon same. By failing to terminate this Agreement prior to the expiration other matters which in Buyer’s judgment are necessary or advisable or might affect or influence Buyer’s use of the Due Diligence PeriodProperty, or bear upon the value and suitability of the Property for Buyer’s intended purposes, or Buyer’s willingness to enter into this Agreement. Buyer shall provide Seller, upon request and at no cost or expense to Seller, with the results of any investigation of the Property performed by Buyer. Buyer recognizes that Seller would not sell the Property except on an “AS IS” basis, and acknowledges that Seller has afforded Buyer a full opportunity to conduct such investigations made no representations or warranties of the Property as Buyer deemed necessary to satisfy itself as to the condition of any kind in connection with the Property, except as expressly provided in Section 12 above. Buyer acknowledges that any and will rely solely upon same and not upon all leasing information, feasibility or marketing reports, or other information of any information provided by type that Buyer has received or on behalf of may receive from Seller or its Seller’s agents is furnished on the express condition that Buyer shall or employees with respect theretowould make an independent verification of the accuracy of any and all such information, other than all such information being furnished without any warranty whatsoever, except as specifically provided in Section 12 of this Agreement. Buyer’s representations, warranties and covenants of Seller covenants, as are expressly set forth in this Agreement. Upon Closing except as otherwise set forth in this Agreementabove, Buyer shall assume the risk that adverse matters, including, but not limited to, adverse physical or construction defects or adverse environmental, health or safety conditions, may not have been revealed by Buyer’s inspections and investigations and shall assume any and all problems, conditions, losses, costs, damages, claims, liabilities, expenses, demands or obligations of any kind or nature whatsoever attributable to the Property, whether arising or accruing before, on or after survive the Closing Date and whether attributable to events or circumstances that have heretofore or may hereafter occurDate.

AS-IS-SALE. Except to the extent specifically ------------ provided to the contrary in this paragraph, Buyer shall rely solely on its own investigations with respect to all matters related to the Property, including, without limitation, the physical or environmental condition of the Property and any water rights or the sufficiency of any water supplies to the Property, or matters related to the zoning, marketability, economic viability or the value of the Property. Buyer acknowledges that (a) Seller has not made, nor shall Buyer rely on any statements or representations made by Seller with respect to any matters related to the Property, other than any representations and agrees warranties set forth in this Agreement, including any and all exhibits thereto (which representations and warranties shall be deemed to include the warranties of title implicit in the Grant Deed); (b) that upon Closing, Seller shall sell all documents and convey instruments delivered to or made available to Buyer have been provided without representation or warranty whatsoever, other than the representations and warranties set forth in this Agreement and (c) Buyer has represented to Seller, and Seller has expressed its reliance upon Buyer's representation that Buyer is a sophisticated investor in properties such as the Property and has or has available to it the expertise to properly and fully investigate all matters related to the physical condition, zoning, marketability, economic viability or value of the Property. Buyer shall accept the Property “AS in "AS-IS" condition without representation or warranty of Seller whatsoever, WHERE IS, WITH ALL FAULTS,” except to the extent expressly provided otherwise in this Agreement and any document executed by Seller and delivered to Buyer at Closing. Except as expressly set forth in this AgreementAgreement and the exhibits thereto (including any warranties as to title set implicit in the Grant Deed). Buyer agrees that, Buyer has not relied from and will not rely onafter the Closing Date, Buyer, for itself and its agents, affiliates, successors and assigns, hereby RELEASES AND FOREVER DISCHARGES Seller, its agents, affiliates, successors and assignees from, and waives any right to proceed against Seller has not made and is not liable for or bound byfor, any express and all rights, claims and demands at law or implied warranties, guarantees, statements, representations or information pertaining in equity relating to the Property physical, environmental, economic or relating thereto made or furnished by Seller, or any property manager, real estate broker, agent or third party representing or purporting to represent Seller, to whomever made or given, directly or indirectly, orally or in writing. Buyer will conduct such inspections and investigations of the Property as Buyer deems necessary, including, but not limited to, the physical and environmental conditions thereof, and shall rely upon same. By failing to terminate this Agreement prior to the expiration of the Due Diligence Period, Buyer acknowledges that Seller has afforded Buyer a full opportunity to conduct such investigations of the Property as Buyer deemed necessary to satisfy itself as to the legal condition of the Property. Notwithstanding the foregoing, Buyer expressly reserves any and will rely solely upon same all claims and not upon demands at law or in equity arising from (i) breach of any information provided by warranties as to title implicit in the Grant Deed; (ii) the falseness, inaccuracy or on behalf breach of Seller or its agents or employees with respect thereto, other than such any representations, warranties and covenants and/or indemnities contained in any xxxx of Seller as are expressly sale transferring title to Personal Property and/or improvements and/or in the Assignment of Intangible Property or (iii) the knowing falseness or inaccuracy of any representation, warranty or covenant specifically set forth in this AgreementAgreement and/or any exhibits thereto (iv) any fraud or intentional misrepresentations. Upon Closing except as otherwise set forth in this AgreementWITHOUT LIMITING THE FOREGOING, Buyer shall assume the risk that adverse mattersBUYER HEREBY SPECIFICALLY WAIVES, includingIN CONNECTION WITH THE MATTERS RELEASED ABOVE (PROVIDED THE CLAIMS AND DEMANDS AT LAW AND IN EQUITY SPECIFICALLY RESERVED TO BUYER HEREIN ARE EXPRESSLY EXCLUDED FROM THE WAIVER OF SUCH PROVISION), but not limited toTHE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542 WHICH PROVIDE: "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, adverse physical or construction defects or adverse environmentalWHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR." BUYER HEREBY ACKNOWLEDGES THAT BUYER HAS CAREFULLY REVIEWED THIS SUBSECTION AND DISCUSSED ITS IMPACT WITH LEGAL COUNSEL, health or safety conditions, may not have been revealed by Buyer’s inspections and investigations and shall assume any and all problems, conditions, losses, costs, damages, claims, liabilities, expenses, demands or obligations of any kind or nature whatsoever attributable to the Property, whether arising or accruing before, on or after the Closing Date and whether attributable to events or circumstances that have heretofore or may hereafter occur.AND THAT THE PROVISIONS OF THIS SUBSECTION ARE A MATERIAL PART OF THIS AGREEMENT. /s/ S. Xxxxx Xxxxxxxx --------------------- BUYER

AS-IS-SALE. Buyer represents and warrants that it is purchasing the Property in its “as-is” condition in reliance solely on Buyer’s inspection of the Property, the materials provided to buyer in accordance with this agreement, and the covenants, representations, warranties and deliveries contemplated by this agreement. Buyer represents and warrants that before expiration of the Investigation Period Buyer will have performed all of its due diligence investigations of and with respect to the Property as Buyer deems appropriate. Subject to Seller’s express representations, warranties and covenants under this agreement and the NBI Lease, on the Close of Escrow, Buyer accepts the Property and all matters relating to the Property in their “as is” condition or status as of the Closing Date, including without limitation such matters as: Physical, mechanical, electrical, plumbing, environmental, soils and geological conditions; topography, market conditions, land use prospects, area and configuration of the Property; existence of any hazardous or toxic substances or materials; any easement, license or encroachment, whether or not a matter of public record, and whether or not visible upon inspection of the Property; zoning and other land use regulations applicable to the Property; existence of sensitive or endangered habitat, plant life or animal or other organism life; existence of cultural resources; and any other matter relating to the Property including, but not limited to, value, title, income, feasibility, cost, marketing and investment return. Buyer acknowledges and agrees that upon ClosingSeller is not making, Seller shall sell and convey to Buyer and Buyer shall accept the Property “AS ISdisclaims and waives and releases seller from, WHERE ISany express or implied representations, WITH ALL FAULTS,” whether oral or written of any nature whatsoever, except to the extent expressly provided otherwise in this Agreement and any document executed by Seller and delivered to Buyer at Closing. Except as expressly set forth in this Agreement, . Buyer has not relied and will not rely on, and hereby acknowledges that Seller has not made and is does not liable for make any representation or bound bywarranty regarding the truth, any express accuracy or implied warranties, guarantees, statements, representations or information pertaining to completeness of the Property or relating thereto made or furnished by Seller, or any property manager, real estate broker, agent or third party representing or purporting to represent Seller, to whomever made or given, directly or indirectly, orally or in writing. Buyer will conduct such inspections and investigations of the Property as Buyer deems necessary, including, but not limited to, the physical and environmental conditions thereof, and shall rely upon same. By failing to terminate this Agreement prior to the expiration of the Due Diligence Period, Buyer acknowledges that Seller has afforded Buyer a full opportunity to conduct such investigations of Documents or the Property as Buyer deemed necessary to satisfy itself as to the condition of the Property, 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 such representations, warranties and covenants of Seller as are expressly set forth in this Agreement. Upon Closing except as otherwise set forth in this Agreement, Buyer shall assume the risk that adverse matters, including, but not limited to, adverse physical or construction defects or adverse environmental, health or safety conditions, may not have been revealed by Buyer’s inspections and investigations and shall assume any and all problems, conditions, losses, costs, damages, claims, liabilities, expenses, demands or obligations of any kind or nature whatsoever attributable to the Property, whether arising or accruing before, on or after the Closing Date and whether attributable to events or circumstances that have heretofore or may hereafter occursources thereof.

AS-IS-SALE. Buyer acknowledges and agrees that upon Closing, Seller shall sell and convey to Buyer and Buyer shall accept the Property “AS The Loan is being sold AS-IS, WHERE WHERE-IS, and WITH ALL FAULTS,” except to the extent expressly provided otherwise in this Agreement and any document executed by Seller and delivered to Buyer at Closing. Except FAULTS as expressly set forth in this Agreement, Buyer has not relied and will not rely on, and Seller has not made and is not liable for or bound by, any express or implied warranties, guarantees, statements, representations or information pertaining to the Property or relating thereto made or furnished by Seller, or any property manager, real estate broker, agent or third party representing or purporting to represent Seller, to whomever made or given, directly or indirectly, orally or in writing. Buyer will conduct such inspections and investigations of the Property Effective Date, except as Buyer deems necessary, including, but not limited to, the physical and environmental conditions thereof, and shall rely upon same. By failing to terminate this Agreement prior to the expiration of the Due Diligence Period, Buyer acknowledges that Seller has afforded Buyer a full opportunity to conduct such investigations of the Property as Buyer deemed necessary to satisfy itself as to the condition of the Property, 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 such representations, warranties and covenants of Seller as are expressly specifically set forth in this Agreement. Upon Closing except Except as otherwise specifically set forth in this AgreementAgreement or in the Closing Documents (defined below), Buyer shall assume the risk that adverse matters, including, but not limited to, adverse physical Seller makes no warranties or construction defects or adverse environmental, health or safety conditions, may not have been revealed by Buyer’s inspections and investigations and shall assume any and all problems, conditions, losses, costs, damages, claims, liabilities, expenses, demands or obligations representations of any kind type, kind, character, or nature whatsoever attributable nature, whether expressed or implied, statutory or otherwise, in fact or in law, with respect to any term or condition of the Loan Documents (defined below), or with respect to the Property, whether arising personal property, and/or other collateral securing the Loan (the “Collateral”). Without in any way limiting the generality of the foregoing, except as specifically set forth in this Agreement or accruing before, on or after in the Closing Date Documents, Seller makes no representation or warranty, whether expressed or implied, and whether attributable assumes no responsibility with respect to events the collectability or value of the Note, the creditworthiness or financial condition of Borrower or the ability of Borrower to perform its obligations under the Note or the Deed of Trust, or the performance of the obligations of Borrower under the Note or the Deed of Trust. Seller shall have no responsibility for the financial condition of Borrower or for the ability of Borrower to perform its obligations under the Note or the Deed of Trust. After the Closing, Purchaser shall have no recourse against Seller arising out of this Agreement, the Loan, the Note, or the Deed of Trust, except for a breach by Seller of its representations or warranties set forth herein or in the Closing Documents or Seller’s failure to perform its obligations under this Agreement or the Closing Documents. Seller shall not under any circumstances that have heretofore any duty to repurchase the Loan. For purposes of this Agreement, the term “Loan Documents” means the Note, the Deed of Trust, the Non-Recourse Guaranty, the Unconditional Guaranty, and those certain loan agreements, notes, mortgages, leasehold mortgages, deeds of trust, deeds to secure debt, pledge agreements, security agreements, guarantees, indemnities, intercreditor agreements, co-lender agreements, participation agreements, letters of credit, swap/hedge agreements, and all other documents, instruments or may hereafter occuragreements executed and/or delivered in connection therewith together with all waivers, amendments, supplements or modifications thereto with respect to the Loan.

AS-IS-SALE. Buyer acknowledges and agrees that upon Closing, Seller shall sell and convey to Buyer and Buyer shall accept the Property “AS IS, WHERE IS, WITH ALL FAULTS,” except Notwithstanding anything to the extent expressly provided otherwise in this Agreement and any document executed by Seller and delivered to Buyer at Closing. Except as expressly set forth contrary contained in this Agreement, Buyer has not relied Purchaser acknowledges and will not rely onagrees that, and except for the warranties contained in Section 6 above, Seller has not made and is not liable for hereby disclaims all warranties of any kind or bound bynature whatsoever, any express whether expressed or implied warranties, guarantees, statements, representations or information pertaining to the Property or relating thereto made or furnished by Seller, or any property manager, real estate broker, agent or third party representing or purporting to represent Seller, to whomever made or given, directly or indirectly, orally or in writing. Buyer will conduct such inspections and investigations of the Property as Buyer deems necessaryimplied, including, but not limited to, the physical and environmental conditions thereof, and shall rely upon same. By failing warranties with respect to terminate this Agreement prior to the expiration of the Due Diligence Period, Buyer acknowledges that Seller has afforded Buyer a full opportunity to conduct such investigations fitness of the Property for a particular purpose, the availability or sufficiency of utilities, the zoning of the land, the presence on or beneath the Property (or any parcel in proximity thereto) of hazardous substances or materials which are categorized as Buyer hazardous or toxic under any local, state or federal law, statute, ordinance, rule, or regulation pertaining to environmental or substance regulation, contamination, clean up or disclosure or the suitability of the Property for Purchaser's intended use thereof. Pursuant to this Agreement, Purchaser has been granted the right to conduct a diligent investigation of the Property (employing such independent professionals in connection therewith as Purchaser deems necessary) with regard to its condition, permitted use, and suitability for Purchaser's intended use thereof, as well as all other factors deemed necessary material to satisfy itself Purchaser. Purchaser further acknowledges that Purchaser is purchasing the Property "AS-IS" and "WHERE-IS" with all faults and in its present condition, and, except as provided in Section 6 above, Purchaser is not relying upon any representation of any kind or nature made by Seller, or any of Seller's employees or agents with respect to the Property, and that, in fact, no such representations have been made. To the extent that this Agreement contains any representations or covenants on behalf of Seller, such covenants are made only to Seller's knowledge and without independent investigation. Except as may be otherwise specifically provided in this Agreement (including without limitation Seller’s representations and warranties set forth in Paragraph 6), Purchaser and anyone claiming by, through or under Purchaser, hereby fully and irrevocably releases Seller, its affiliates, agents and representatives, from any and all claims that they may now have or hereafter acquire against Seller, its affiliates, agents or representatives for any cost, loss, liability, damage, expense, action or cause of action, whether foreseen or unforeseen, arising from or related to the condition of the Property, and will rely solely upon same and not upon the presence of environmentally hazardous, toxic or dangerous substances, or any information provided by other conditions (whether patent, latent or on behalf of Seller or its agents or employees with respect theretootherwise) affecting the Property, other than such representations, warranties and covenants of Seller as are expressly set forth in this Agreement. Upon Closing except as otherwise set forth in this Agreement, Buyer shall assume it being acknowledged that the risk that adverse matters, including, but not limited to, adverse physical or construction defects or adverse environmental, health or safety conditions, may not have been revealed by Buyer’s inspections and investigations provided Purchaser under Paragraph 3 hereof will afford Purchaser the opportunity for full and shall assume any complete examination, inspection and all problems, conditions, losses, costs, damages, claims, liabilities, expenses, demands or obligations investigation of any kind or nature whatsoever attributable to the Property, whether arising or accruing before, on or after . The provisions of this Paragraph 7 shall survive the Closing Date and whether attributable to events or circumstances that have heretofore or may hereafter occurClosing.

AS-IS-SALE. Buyer acknowledges and agrees that upon Closing, except as expressly otherwise provided herein and/or in Seller’s Closing deliverables, Seller shall sell and convey to Buyer and Buyer shall accept the Property “AS IS, WHERE IS, WITH ALL FAULTS,” except to the fullest extent expressly provided otherwise in this Agreement and any document executed permitted by Seller and delivered to Buyer at Closinglaw. Except as expressly set forth provided herein and/or in this AgreementSeller’s Closing deliverables, Buyer has not relied and will not rely on, and Seller has not made and is not liable for or bound by, any express or implied warranties, guarantees, statements, representations or information pertaining to the Property or relating thereto (including specifically, without limitation, the Documents, packages distributed with respect to the Property, or reports or information provided by Seller to Buyer or its agent) made or furnished by Seller, or any property manager, real estate broker, agent or third party representing or purporting to represent Seller, to whomever made or given, directly or indirectly, orally or in writing. Buyer represents that it is a knowledgeable, experienced and sophisticated purchaser of real estate and that, except for the representations and warranties of Seller expressly set forth in this Agreement and/or in Seller’s Closing deliverables, Buyer is relying solely on its own expertise and that of Buyer’s consultants in purchasing the Property and shall make an independent investigation and verification of the accuracy of any documents and information provided by Seller. Buyer will conduct such inspections and investigations of the Property as Buyer deems necessary, including, but not limited to, the physical and environmental conditions thereof, and shall rely upon sameBuyer’s independent verification of all material information on which Buyer intends to rely other than the representations and warranties of Seller herein. By failing to terminate this Agreement prior to consummating the expiration of transactions covered and contemplated hereby at the Due Diligence PeriodClosing, Buyer acknowledges that Seller has afforded Buyer a full opportunity to conduct such investigations of the Property as Buyer deemed necessary to satisfy itself as to the condition of the Property and the existence or non-existence of, or curative action to be taken with respect to, any hazardous materials on, under, or discharged from the Property, and will not 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 such representations, warranties and covenants of Seller as are expressly set forth in this Agreement and/or in Seller’s Closing deliverables. This subsection (f) shall survive Closing or the earlier termination of this Agreement. Upon Closing except as otherwise .Except for breach of the express covenants, representations and warranties set forth in this AgreementAgreement and/or in Seller’s Closing deliverables, Buyer waives its right to recover from, and forever releases and discharges Seller, Seller’s Affiliates, Seller’s manager, the members, partners, trustees, shareholders, directors, officers, attorneys, employees and agents of each of them, and their respective heirs, successors, personal representatives and assigns (collectively, the “Releasees”) from any and all demands, claims (including, without limitation, causes of action in tort), legal or administrative proceedings, losses, liabilities, damages, penalties, fines, liens, judgments, costs or expenses whatsoever (including, without limitation, attorneys’ fees and costs), whether direct or indirect, known or unknown, foreseen or unforeseen (collectively, “Claims”), that may arise on account of or are in any way connected with the Property, the physical condition thereof, or any law or regulation applicable thereto. Except as to express covenants, representations and warranties which by the terms of this Agreement survive Closing and/or are set out in Seller’s Closing deliverables, upon Closing, Buyer agrees to waive, and shall assume be deemed to have waived, relinquished and released Seller and all other Releasees from, any and all Claims, matters arising out of latent or patent defects or physical conditions, violations of applicable laws (including, without limitation, any environmental laws) and any and all other acts, omissions, events, circumstances or matters affecting the risk that adverse matters, includingProperty. As part of the provisions hereof, but not as a limitation thereon, Buyer hereby agrees, represents and warrants that the matters released herein are not limited toto matters which are known or disclosed, adverse physical and except for breach of the express representations set forth herein or construction defects or adverse environmentalSeller’s Closing deliverables, health or safety conditions, may not have been revealed by Buyer’s inspections and investigations and shall assume Buyer hereby waives any and all problemsrights and benefits which it now has, conditionsor in the future may have conferred upon it with respect to this subsection (g), losses, costs, damages, claims, liabilities, expenses, demands or obligations by virtue of any kind or nature whatsoever attributable to the Property, whether arising or accruing before, on or after the Closing Date and whether attributable to events or circumstances that have heretofore or may hereafter occur.provisions of