Common use of As Is, Where Is Clause in Contracts

As Is, Where Is. Except as specifically provided in this Agreement, Contributor makes no covenant, representation or warranty as to the suitability of the Property for any purpose whatsoever or as to the physical condition of the Property or relating to its environmental (including any laws concerning the presence of oil or hazardous materials) condition or status (including handicap access and compliance with laws benefiting the disabled). Except as specifically provided in this Agreement, the Property is being conveyed “AS IS”, “WHERE IS”, “WITH ALL FAULTS” and “SUBJECT TO ALL DEFECTS,” AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE ARE HEREBY DISCLAIMED. Except as otherwise expressly stated herein, no materials provided to the Partnership by Contributor pursuant to the terms of the Inspection Agreement are a representation or warranty as to any matter contained therein. To Contributor’s knowledge, Contributor is unaware of any inaccuracies in any such materials provided to the Partnership. Except as otherwise expressly stated in this Agreement, Contributor is not bound in any manner by express or implied warranties, guaranties, promises, statements, representations or information pertaining to the Property as to its physical condition, compliance with laws, permits, licenses, space leases, rents, income, cash flow, gross income, net income, profits, earnings, occupancies, expenses and operations, or any other matter or thing, except as specifically set forth in this Agreement. In addition, except as otherwise expressly stated in this Agreement, Contributor is not bound or liable in any manner by any verbal or written statements, representations or any information pertaining to the Property, or claimed to have been furnished by any person or party, agent, contractor, engineer, consultant, broker or employee of Contributor.

As Is, Where Is. 5.1 As Is, Where Is 5.1.1 Except for those representations and warranties expressly provided in this Agreement or in any closing document or instrument executed by Sellers or its affiliates pursuant to Section 9.2.1 of this Agreement (collectively, the “Express Representations”), neither Sellers nor any of the Owner Entities does, and neither Sellers nor any of the Owner Entities shall, by execution and delivery of this Agreement or by the execution and delivery of any document or instrument executed and delivered in connection with Closing, make any representation or warranty, express or implied, of any kind or nature whatsoever, with respect to Sellers, the Equity Interests, the Owner Entities or the Property, and all such warranties are hereby disclaimed. 5.1.2 Without limiting the generality of the foregoing, other than the Express Representations, neither Sellers nor any of the Owner Entities makes, or shall make, any express or implied warranty as specifically provided to matters of title, zoning, acreage, tax consequences, actual or projected revenue and expenses, physical or environmental condition (including, without limitation, laws, rules, regulations, orders and requirements pertaining to the use, handling, generation, treatment, storage or disposal of any toxic or hazardous waste or toxic, hazardous or regulated substance), valuation, governmental permits and approvals, covenants, conditions and restrictions of record applicable to the Property and compliance therewith, compliance with laws, ordinances, rules, building codes, zoning proffers, and other governmental regulations, the quantity, quality or condition of any personal property and fixtures, any ground leases relating to the Property, any leases, licenses or occupancy agreements (“Leases”) relating to the Property, any management agreements, service agreements, equipment leases or other contracts, including, without limitation, management, maintenance, construction, commission, architectural, supply or service contracts (“Contracts”) relating to the Property, the use or occupancy of the Property, whether the entering by Sellers into this Agreement or the consummation of the transaction contemplated by this Agreement is or may become a breach or event of default under any of the Existing Loan Documents, or any other matter or thing relating to or affecting the Property (collectively, the “Disclaimed Matters”). 5.1.3 Notwithstanding anything to the contrary set forth in this Agreement, Contributor makes no covenant, representation or warranty as but subject to the suitability Express Representations, (i) beneficial ownership interest in the Property (indirectly, through assignment of the Equity Interests to Purchaser), including without limitation the roofs, all structural components, all heating, ventilating, air conditioning, mechanical, plumbing, and electrical systems, fire and life safety and all other parts of the buildings constituting a portion of the Property for any purpose whatsoever or as and (ii) the Equity Interests, shall be transferred to the physical condition of the Property or relating to its environmental (including any laws concerning the presence of oil or hazardous materials) condition or status (including handicap access Purchaser, and compliance with laws benefiting the disabled). Except as specifically provided Purchaser shall accept same, in this Agreement, the Property is being conveyed their “AS IS”, ” “WHERE IS”” condition on the Closing Date, “WITH ALL FAULTS” and “SUBJECT TO ALL DEFECTS,” AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE ARE HEREBY DISCLAIMED”, and subject to all matters of public record and all ground leases, Contracts and Leases existing on the Effective Date. Except as otherwise expressly stated hereinPurchaser acknowledges that Xxxxxxx' willingness to sell the Equity Interests to Purchaser at the Purchase Price has been induced, no materials provided in part, by the agreement of Purchaser to purchase, subject to the Partnership Express Representations, the Equity Interests and indirectly, the Property, in such “AS IS” “WHERE IS” condition. Purchaser hereby acknowledges, represents and warrants that in executing, delivering and performing this Agreement Purchaser (i) has not and does not rely upon any statement, information or representation to whomsoever made or given, whether to Purchaser or others, and whether directly or indirectly, verbally or in writing, made by Contributor pursuant any person or entity, except for the Express Representations, (ii) has relied solely on its own independent investigation, inspection, analysis, appraisal, examination and evaluation of the facts and circumstances, (iii) agrees to assume the risk that adverse matters, including but not limited to construction or mechanical defects and adverse physical and environmental conditions, may not have been revealed by its investigations of the Property, (iv) agrees that neither Sellers nor any of the Owner Entities has any obligation to remedy or cause compliance with any violation of any federal, state, county, or municipal laws, ordinances, orders, rules, regulations, requirements, or recorded covenants or restrictions affecting the Property, (v) is not in a disparate bargaining position with respect to Sellers in connection with the transaction contemplated hereby, (vi) freely and fairly agreed to the terms waivers and conditions of this Section 5.1 as part of the Inspection Agreement are a representation or warranty as to any matter contained therein. To Contributor’s knowledge, Contributor is unaware negotiations of any inaccuracies in any such materials provided to the Partnership. Except as otherwise expressly stated in this Agreement, Contributor is not bound and (vii) has been represented by adequate legal counsel in connection herewith and has conferred with such legal counsel concerning the waivers and other conditions of this Section 5.1. 5.1.4 Without in any manner by express or implied warrantiesway limiting any provision of this Section 5.1, guarantiesPurchaser specifically acknowledges and agrees, promisesfor itself and any of its assigns pursuant to Article 13 and their affiliates, statements, representations or information pertaining that except with respect to the Property as to Express Representations and the obligations of Sellers or its physical condition, compliance with laws, permits, licenses, space leases, rents, income, cash flow, gross income, net income, profits, earnings, occupancies, expenses and operations, or any other matter or thing, except as specifically affiliates set forth in this Agreement. In addition, and except as otherwise expressly stated to the extent necessary to pursue any claim against any predecessor to Sellers in this Agreementownership of the Equity Interests or against any third party, Contributor is not bound Purchaser hereby waives, releases and discharges any claim it has, might have had or liable in may have against Sellers, any manner by any verbal or written statementsof the Owner Entities, representations and their respective affiliates or any information pertaining to the Propertydirect or indirect partner, or claimed to have been furnished by any person or partymember, trustee, beneficiary, director, shareholder, officer, attorney, employee, agent, contractor, engineerrepresentative or broker of any of the foregoing, consultantand any of their respective heirs, broker successors, personal representatives, devisees, and assigns, with respect to (i) the Disclaimed Matters, (ii) the condition of the Property as of the Closing Date, (iii) the past, present or employee future condition or compliance of Contributorthe Property with regard to any environmental protection, pollution control or land use laws, rules, regulations, orders or requirements, including, without limitation, CERCLA (as hereinafter defined), or (iv) any other state of facts that exists with respect to the Property. The waiver, release and discharge set forth in this Section 5.1.4 shall survive the Closing or any termination of this Agreement.

As Is, Where Is. Except as specifically provided in this Agreement, Contributor makes no covenant, representation or warranty as Tenant hereby acknowledges that Landlord has acquired title to the suitability Property solely to be able to enter into this Lease with Tenant. Tenant or Tenant's Affiliate has been responsible for the construction of the Facility. Accordingly, Tenant is familiar with each and every aspect of the Property, including the condition of the Property, and hereby accepts same on an AS IS/WHERE IS BASIS WITH ALL FAULTS and without reliance upon any representations or warranties of Landlord of any kind or nature whatsoever except as set out in Section 2.2 above, whether express or implied, and subject to all matters of every kind and description including, without limitation, (a) the existing state of title, including all covenants, conditions, restrictions, ground leases, easements, Legal Requirements, mortgages, deeds of trust, assignments of leases, fixture filings, security agreements, financing statements and other financing instruments and any and all other matters, including matters known to Tenant, all matters of record and other matters, and (b) matters which would be disclosed by an inspection of the Property for or by an accurate survey of the Land and (c) all other matters which should reasonably have been known to Tenant (but excluding any purpose whatsoever matters created or as caused by any acts of Landlord, it being understood, however, that at no time prior to the physical commencement of the Term has Landlord operated or been in possession of the Property). Except for matters arising by, through or under Landlord, Tenant waives any and all claims, demands and cause or causes of action heretofore or hereafter arising against Landlord with respect to the condition of the Property or relating the ability of Tenant to its environmental (including conduct any laws concerning the presence of oil or hazardous materials) condition or status (including handicap access and compliance with laws benefiting the disabled). Except as specifically provided in this Agreement, the Property is being conveyed “AS IS”, “WHERE IS”, “WITH ALL FAULTS” and “SUBJECT TO ALL DEFECTS,” AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE ARE HEREBY DISCLAIMED. Except as otherwise expressly stated herein, no materials provided to the Partnership by Contributor pursuant to the terms of the Inspection Agreement are a representation or warranty as to any matter contained therein. To Contributor’s knowledge, Contributor is unaware of any inaccuracies in any such materials provided to the Partnership. Except as otherwise expressly stated in this Agreement, Contributor is not bound in any manner by express or implied warranties, guaranties, promises, statements, representations or information pertaining to the Property as to its physical condition, compliance with laws, permits, licenses, space leases, rents, income, cash flow, gross income, net income, profits, earnings, occupancies, expenses and operations, or any other matter or thing, except as specifically set forth in this Agreement. In addition, except as otherwise expressly stated in this Agreement, Contributor is not bound or liable in any manner by any verbal or written statements, representations or any information pertaining to business from the Property. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, or claimed to have been furnished by any person or partyLANDLORD MAKES NO WARRANTY OR REPRESENTATION, agentEXPRESS OR IMPLIED, contractor, engineer, consultant, broker or employee of Contributor.WITH RESPECT TO THE PROPERTY OR ANY PART THEREOF,

As Is, Where Is. Except as specifically provided The Assets are being sold in this Agreement, Contributor makes no covenant, representation or warranty as to the suitability of the Property for any purpose whatsoever or as to the physical condition of the Property or relating to its environmental (including any laws concerning the presence of oil or hazardous materials) condition or status (including handicap access and compliance with laws benefiting the disabled). Except as specifically provided in this Agreement, the Property is being conveyed an “AS IS”, ” condition on a “WHERE IS”, ” basis and “WITH ALL FAULTS” as of the Closing Date, and “SUBJECT TO ALL DEFECTS,” AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE ARE HEREBY DISCLAIMEDsubject to any title defects, liens, security interests and other matters affecting title to any of the Properties or any Collateral Property, and subject to Sellers’ representations, warranties and covenants set forth in this Agreement and the Seller Deliveries. Except as otherwise expressly stated hereinspecifically set forth herein and/or in the Seller Deliveries, Sellers make no materials provided to the Partnership by Contributor pursuant to the terms of the Inspection Agreement are a representation warranties or warranty as to any matter contained therein. To Contributor’s knowledge, Contributor is unaware representations of any inaccuracies type, kind, character or nature, whether expressed or implied, statutory or otherwise (the warranties provided for in any such materials provided to the Partnership. Except as otherwise expressly stated applicable Uniform Commercial Code being specifically negated), in this Agreement, Contributor is not bound fact or in any manner by express or implied warranties, guaranties, promises, statements, representations or information pertaining to the Property as to its physical condition, compliance with laws, permits, licenses, space leases, rents, income, cash flow, gross income, net income, profits, earnings, occupancies, expenses and operationslaw, or any warranties of merchantability or fitness for a particular purpose with respect to any term or condition of any Note, any Security Instrument, any of the other matter Loan Documents, any Property, any Loan, or thing, any Collateral Property. Without in any way limiting the generality of the foregoing and except as specifically set forth herein and/or in this Agreementthe Seller Deliveries, Sellers have not made, do not make or undertake, and expressly disclaim any representation, warranty or obligation, express or implied, as to any characteristic or other matter affecting or related to any term or condition of any Note, any Security Instrument, any of the other Loan Documents, any Property, any Loan, or with respect to any Collateral Property. In addition, Without in any way limiting the generality of the foregoing and except as otherwise expressly stated specifically set forth herein and/or in this Agreementthe Seller Deliveries, Contributor is not bound Sellers make no representation or liable warranty, whether express or implied, and assumes no responsibility with respect to (i) the collectability of any Note or the value of any Asset, (ii) the creditworthiness or financial condition of any Borrower or the ability of any Borrower to perform its obligations under its respective Loan Documents, (iii) the due execution, validity, sufficiency, enforceability or the perfection or priority of any liens or security interests securing or appearing to secure or relating to the Loans or with respect to any Collateral Property covered by such liens, (iv) the condition of any Asset or the value or income potential of any Asset or any collateral included in the Loan Documents, (v) the state of title to or occupancy or insurability of any manner by any verbal or written statementsof the Properties, representations or any information pertaining contained in any title reports, insurance policies, surveys, leases, lien searches, tax reports, property condition reports, environmental studies or other due diligence with respect to the PropertyProperties or any Collateral Property (the “Property Documents”), whether obtained by Purchaser or otherwise, (vi) rights of offset, deductions, negotiability, or claimed to have been furnished holder in due course status, the accuracy or completeness of the matters disclosed, represented or warranted by any person party in any of the Loan Documents, (vii) the performance of the obligations of any party under any of the Loan Documents, or party, agent, contractor, engineer, consultant, broker (viii) the adequacy of the collateral described in the Loan Documents. Loan Seller shall have no responsibility for the financial condition of any Borrower or employee the ability of Contributorany Borrower to perform its obligations under the Loan Documents.

As Is, Where Is. Except as specifically provided in this Agreement, Contributor makes no covenant, representation or warranty as Purchaser acknowledges that Purchaser will have the opportunity to the suitability of independently and personally inspect the Property for and to cause to be conducted (at Purchaser’s sole cost and expense) such appraisals, environmental site assessments, tests, analysis and other investigations as Purchaser deems necessary or appropriate, during the Investigation Period and that Purchaser has entered into this Agreement based upon its ability to make such examination and inspection. The Property shall be accepted by Purchaser at Closing in its then-present condition, “AS IS, WITH ALL FAULTS AND DEFECTS, LATENT OR APPARENT, AND, AND WITHOUT ANY WARRANTY WHATSOEVER, EXPRESS OR IMPLIED”. Purchaser acknowledges and agrees that Seller has not made, does not make and specifically negates and disclaims any purpose whatsoever representations, warranties, promises, covenants, agreements or guaranties of any kind or character whatsoever, whether express or implied, oral or written, past, present or future, of, as to, concerning or with respect to (i) the value, nature, quality or physical condition of the Property, including, without limitation, the water, soil and geology, (ii) the income to be derived from the Property, (iii) the compliance of or by the Property or relating its operation with any laws, rules, ordinances or regulations of any applicable governmental authority or body, (iv) the habitability, merchantability, marketability, profitability or fitness for a particular purpose of the Property, (v) the manner or quality of the construction or materials, if any, incorporated into the Property, (vi) the manner, quality, state of repair or lack of repair of the Property, or (vii) the correctness or accuracy of the Information or of the ability of Purchaser to its environmental (including rely upon or use the Information. Seller has not made, does not make and specifically disclaims any laws concerning the presence of oil or hazardous materials) condition or status (including handicap access and representations regarding compliance with laws benefiting any environmental protection, pollution or land uses laws, rules, regulations, orders or requirements, including the disabled). Except as specifically provided existence in this Agreement, or on the Property of hazardous substances. Purchaser further acknowledges and agrees that having been given the opportunity to inspect the Property and to cause such testing and analysis as Purchaser deems necessary or appropriate, Purchaser is being conveyed “AS IS”relying solely on its own investigation of the Property and not on any information or Information provided or to be provided by Seller, “WHERE IS”and at the Closing agrees to accept the Property and waive all objections or claims against Seller (including, “WITH ALL FAULTS” and “SUBJECT TO ALL DEFECTS,” AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE ARE HEREBY DISCLAIMED. Except as otherwise expressly stated hereinbut not limited to, no materials provided any right or claim of contribution) arising from or related to the Partnership by Contributor pursuant to the terms matters set forth above in items (i) through (vii) of the Inspection Agreement are a representation this Section or warranty as to any matter contained thereinhazardous substances on the Property. To Contributor’s knowledge, Contributor is unaware of Purchaser expressly acknowledges that Purchaser has not relied on any inaccuracies in any such materials provided to the Partnership. Except as otherwise expressly stated in this Agreement, Contributor is not bound in any manner by express or implied warranties, guaranties, promises, statementsunderstandings or representations, representations express or information pertaining implied, oral or written, of Seller and/or any Seller Party, relating to the Property which are not contained in this Agreement Purchaser further acknowledges and agrees that any information provided or to be provided with respect to the Property was obtained from a variety of sources and that Seller has not made any independent investigation or verification of such information and makes no representations as to its physical condition, compliance with laws, permits, licenses, space leases, rents, income, cash flow, gross income, net income, profits, earnings, occupancies, expenses and operations, the accuracy or any other matter or thing, except as specifically set forth in this Agreementcompleteness of such information. In addition, except as otherwise expressly stated in this Agreement, Contributor Seller is not liable or bound or liable in any manner by any verbal or written statements, representations or any information pertaining to the Property, or claimed to have been the operation thereof, furnished by any person or partyreal estate broker, agent, contractoremployee, engineerservant or other person, consultantexcept as otherwise provided herein. THE PROVISIONS OF THIS SECTION ARE A MATERIAL PART OF THE CONSIDERATION FOR SELLER’S ENTERING INTO THIS AGREEMENT AND SHALL SURVIVE CLOSING. SEE EXHIBITS B, broker or employee of Contributor.C, and D.

As Is, Where Is. Except as specifically provided in ARTICLE IV hereof, Buyer or its Representatives, to the extent it so desires, shall have examined and inspected the Conveyed Assets prior to the execution of this Agreement, Contributor makes no covenantand subject to the provisions of this ARTICLE X, representation Buyer agrees to accept the Conveyed Assets in an “AS IS, WHERE IS” condition as of the Closing. Buyer agrees that, except as provided in ARTICLE IV, Buyer is not relying upon any representations, statements, or warranty warranties (oral or written, implied or express) of any officer, employee, agent or Representative of Parent or Company, or any salesperson or broker (if any) involved in this transaction as to the suitability of the Property for Conveyed Assets, including: (a) any purpose whatsoever representation, statements or warranties as to the physical condition of the Conveyed Assets; (b) the fitness and/or suitability of the Conveyed Assets for use as a resort, hotel, casino and/or any other use or purpose; (c) the financial performance of the Hotel Property; (d) the compliance of the Conveyed Assets with applicable building, zoning, subdivision, environmental, land use Laws, codes, ordinances, rules or regulations or any other applicable Laws; (e) the state of repair or condition of the Conveyed Assets; (f) the value of the Conveyed Assets; (g) the manner or quality of construction of the Conveyed Assets; (h) the income derived or to be derived from the Hotel Property; or (i) the fact that the Hotel Property may be located in hurricane zones, on earthquake faults or relating in seismic hazardous zones. Parent and Company make no representations or warranties as to merchantability or fitness for any particular purpose and no implied representations or warranties and disclaim all such representations and warranties. Without limiting the foregoing, and except as expressly set forth in ARTICLE IV, Parent and Company disclaim any warranty arising by industry custom or course of dealing. Without limiting the generality of the foregoing, Buyer acknowledges that neither Parent, Company nor any of their Affiliates or their respective Representatives have made any representation or warranty with respect to any projections, pro forma statements, forecasts or forward-looking statements made by or made available to Buyer or any of its environmental (including any laws concerning the presence of oil Affiliates or hazardous materials) condition or status (including handicap access their respective Representatives. Buyer and compliance with laws benefiting the disabled). Except as specifically provided its Affiliates acknowledge that, in entering into this Agreement, they are not intending to purchase all of the Property is being conveyed “AS IS”assets that are necessary to operate the Hotel Property. Buyer and its Affiliates acknowledge that, “WHERE IS”in entering into this Agreement, “WITH ALL FAULTS” they have relied solely on their own investigation of the Conveyed Assets, Company, NewCo and “SUBJECT TO ALL DEFECTS,” AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE ARE HEREBY DISCLAIMED. Except as otherwise the representations and warranties expressly stated hereinset forth in ARTICLE IV, no materials provided subject to the Partnership by Contributor pursuant limitations and restrictions specified herein. Subject to the terms second sentence of the Inspection Agreement are a representation this Section 10.1, Buyer, for itself and its successors and assigns, waives any right to assert any claim against Parent, Company or warranty as their Affiliates at law or in equity, relating to any matter contained therein. To Contributor’s knowledgedescribed in clauses (a) through (i) of this Section 10.1, Contributor is unaware of any inaccuracies in any such materials provided to the Partnership. Except as or otherwise expressly stated disclaimed in this AgreementSection 10.1, Contributor is not bound whether latent or patent, disclosed or undisclosed, known or unknown, in any manner by express contract or implied warrantiestort, guaranties, promises, statements, representations now existing or information pertaining to the Property as to its physical condition, compliance with laws, permits, licenses, space leases, rents, income, cash flow, gross income, net income, profits, earnings, occupancies, expenses and operations, or any other matter or thing, except as specifically set forth in this Agreement. In addition, except as otherwise expressly stated in this Agreement, Contributor is not bound or liable in any manner by any verbal or written statements, representations or any information pertaining to the Property, or claimed to have been furnished by any person or party, agent, contractor, engineer, consultant, broker or employee of Contributorhereafter arising.

As Is, Where Is. Except as specifically provided in this Agreement“As Is, Contributor makes no covenantWhere Is”. REIT B acknowledges and agrees that at Closing, representation REIT B (or warranty as to its designee) will acquire the suitability of the Property for any purpose whatsoever or as to the physical condition of the Property or relating to its environmental (including any laws concerning the presence of oil or hazardous materials) condition or status (including handicap access and compliance with laws benefiting the disabled). Except as specifically provided in this Agreement, the Property is being conveyed Subject Membership Interests “AS IS”, “WHERE IS”, “WITH ALL FAULTS” and “SUBJECT TO ALL DEFECTS,” AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE ARE HEREBY DISCLAIMED. Except as otherwise expressly stated herein, no materials provided to the Partnership by Contributor pursuant to the terms of the Inspection Agreement are a representation without any representations or warranty warranties whatsoever as to their fitness, condition, merchantability or any matter contained thereinother warranty, express or implied, except for the representations and warranties made by REIT A in Section 5 of this Agreement (the “REIT A Representations”). To Contributor’s knowledgeREIT B is relying on its own investigations and has not relied and will not rely on, Contributor and none of REIT A nor any other person or entity has made, is unaware of liable for or is bound by any inaccuracies in any such materials provided to the Partnership. Except as otherwise expressly stated in this Agreement, Contributor is not bound in any manner by express or implied representations or warranties, guarantiesguarantees, promises, statements, representations statements or information pertaining to the Property as Subject Membership Interests, Subject Entities or Subject Properties, by or to its physical conditionwhomever made or given, compliance with lawsdirectly or indirectly, permitsorally or in writing, licensesexcept for the REIT A Representations. REIT B specifically disclaims any warranty, space leases, rents, income, cash flow, gross income, net income, profits, earnings, occupancies, expenses and operationsguaranty, or any other matter representation, oral or thingwritten, past or present, express or implied, concerning the Subject Membership Interests, Subject Entities or Subject Properties, or matters related thereto, except as specifically set forth for the REIT A Representations. REIT B represents that it is a knowledgeable, experienced and sophisticated purchaser of real estate and that it is relying solely on its own expertise and that of its consultants, attorneys and advisors in accordance with this Agreement. In additionAgreement and it shall make an independent verification of the accuracy of any documents and information provided to, except as otherwise expressly stated in this Agreement, Contributor is not bound made available to or liable in any manner obtained by any verbal or written statements, representations REIT B. REIT B acknowledges that none of REIT A or any information pertaining to of its advisors, officers, directors, trustees, members, employees, agents, attorneys, consultants and/or shareholders have made any representations, warranties, promises, covenants, agreements or guaranties of any kind or character whatsoever, whether express or implied, oral or written, past, present or future, concerning the Propertysuitability, manner or claimed to have been furnished by any person standard of construction or party, agent, contractor, engineer, consultant, broker or employee appropriateness of Contributorthe improvements of the Subject Properties for a particular purpose.

As Is, Where Is. Except as specifically provided in this Agreement, Contributor makes no covenant, representation or warranty as to This Agreement reflects the suitability mutual agreement of Seller and Purchaser. Other than the Property for any purpose whatsoever or as to the physical condition of the Property or relating to its environmental (including any laws concerning the presence of oil or hazardous materials) condition or status (including handicap access and compliance with laws benefiting the disabled). Except as specifically provided in this Agreement, the Property is being conveyed “AS IS”, “WHERE IS”, “WITH ALL FAULTS” and “SUBJECT TO ALL DEFECTS,” AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE ARE HEREBY DISCLAIMED. Except as otherwise expressly stated herein, no materials provided to the Partnership by Contributor pursuant to the terms of the Inspection Agreement are a representation or warranty as to any matter contained therein. To Contributor’s knowledge, Contributor is unaware of any inaccuracies in any such materials provided to the Partnership. Except as otherwise expressly stated in this Agreement, Contributor is not bound in any manner by express or implied warranties, guaranties, promises, statements, representations or information pertaining to the Property as to its physical condition, compliance with laws, permits, licenses, space leases, rents, income, cash flow, gross income, net income, profits, earnings, occupancies, expenses and operations, or any other matter or thing, except as matters specifically set forth in this Agreement, which by the terms of this Agreement survive Closing, Purchaser will, upon the Closing, be deemed to have not relied upon and will not rely upon, either directly or indirectly, any representation or warranty of Seller or any of Seller's agents or representatives. In additionExcept to the extent set forth in Sections 8, except as otherwise expressly stated in 15 and 16 of this Agreement, Contributor Seller specifically disclaims, and neither it nor any of its Affiliates nor any advisor, consultant or employee of Seller is not bound making, any representation, warranty or liable in assurance whatsoever to Purchaser, and no warranties or representations of any manner kind or character, either express or implied, are made by any verbal Seller or written statementsrelied upon by Purchaser with respect to the status of title to or the maintenance, representations repair, condition, design or any information pertaining to marketability of the Property, or claimed any portion thereof, including, but not limited to, (a) any implied or express warranty of merchantability, (b) any implied or express warranty of fitness for a particular purpose, (c) any implied or express warranty of conformity to have been furnished models or samples of materials, (d) any rights of Purchaser under appropriate statutes to claim diminution of consideration, (e) any claim by Purchaser for damages because of defects, whether known or unknown, with respect to the improvements or the personal property, (f) the financial condition or prospects of the Property, and (g) the compliance or lack thereof of the Property with governmental regulations. Purchaser represents that it is a knowledgeable, experienced and sophisticated purchaser of real estate, and that it is relying solely on its own expertise and that of its advisors in purchasing the Property. Prior to the Closing, Purchaser will conduct and may conduct such inspections, investigations and other independent examinations of the Property and related matters as Purchaser deems necessary, including, but not limited to, the physical and environmental conditions thereof, and upon the Closing, will rely upon same and not upon any person statements of Seller (excluding the limited matters represented by Seller in Sections 8, 15 and 16 of this Agreement) or partyof any Affiliate, agentofficer, contractordirector, engineeremployee, consultantagent or attorney of Seller. Purchaser acknowledges and agrees that upon Closing, broker or employee Seller will sell and convey to Purchaser, and Purchaser will accept the Property, "as is", "where is", and “with all faults” except as may otherwise be specifically provided in Sections 8, 15 and 16 of Contributorthis Agreement. The terms and conditions of this Section 2.2 will expressly survive the Closing, will not merge with the provisions of any closing documents, and will survive the recordation of the Ground Lease Assignment.

As Is, Where Is. Except It is understood, acknowledged, and agreed by the Buyer that, except as specifically otherwise expressly provided in this AgreementContract, Contributor makes no covenantthe Seller is not making and specifically disclaims, representation any representations, warranties or warranty as covenants, of any kind of character, expressed or implied with respect to the suitability of the Property for any purpose whatsoever economical, functional, environmental, or as to the physical condition of the Property Property, including, but not limited to: (a) matters of title, zoning, tax consequences, physical or relating to its environmental (including any laws concerning the presence conditions, availability of oil access, ingress or hazardous materials) condition egress, operating history or status (including handicap access and compliance with laws benefiting the disabled). Except as specifically provided in this Agreementprojections, the Property is being conveyed “AS IS”valuation, “WHERE IS”governmental approvals, “WITH ALL FAULTS” and “SUBJECT TO ALL DEFECTS,” AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE ARE HEREBY DISCLAIMED. Except as otherwise expressly stated herein, no materials provided to the Partnership by Contributor pursuant to the terms of the Inspection Agreement are a representation or warranty as to any matter contained therein. To Contributor’s knowledge, Contributor is unaware of any inaccuracies in any such materials provided to the Partnership. Except as otherwise expressly stated in this Agreement, Contributor is not bound in any manner by express or implied warranties, guaranties, promises, statements, representations or information pertaining to the Property as to its physical condition, compliance with laws, permits, licenses, space leases, rents, income, cash flow, gross income, net income, profits, earnings, occupancies, expenses and operations, governmental regulations or any other matter or thingthing relating to or affecting the economical, functional, environmental or physical condition of the Property; (b) the value, condition, merchantability, marketability, profitability, suitability or fitness for a particular use or purpose of the Property; (c) the manner or quality of the construction or materials incorporated into the Property or any part thereof; or (d) the manner, quality, state of repair or lack of repair of the Property. The Buyer agrees that, with respect to the Property, it has not relied upon and will not rely upon, either directly or indirectly, any representation or warranty of the Seller, and/or any agent, representative, or servant of the Seller except as specifically set forth expressly provided in this AgreementContract. In additionThe Buyer represents and warrants to the Seller that, except as otherwise expressly stated provided in this Agreement, Contributor Contract: (a) the Buyer is not bound or liable in any manner by any verbal or written statements, representations or any information pertaining relying solely on the Buyer’s own expertise and that of the Buyer’s consultants with respect to the Property; (b) the Buyer has conducted such inspections, or claimed to tests, studies and investigations of the Property (including, but not limited to, the physical and environmental conditions thereof) as the Buyer has deemed appropriate and shall rely upon the same; and (c) the Buyer shall assume the risk that adverse matters (including, but not limited to, adverse physical and environmental conditions) may not have been furnished revealed by the Buyer’s inspections, tests studies and investigations of the Property. The Buyer acknowledges and agrees that upon Closing, the Seller shall convey the Property to the Buyer in an “AS IS, WHERE IS” condition with all faults, and that there are no oral agreements, representations, warranties or covenants except as expressly provided in this Contract. The Buyer expressly agrees that the terms and conditions of this Section 7 shall survive closing or any person or party, agent, contractor, engineer, consultant, broker or employee termination of Contributorthis Contract before Closing.

As Is, Where Is. Tenant is familiar with each and every aspect of the Facilities, including the condition of the Land and all improvements thereon, and hereby accepts same on an AS IS/WHERE IS BASIS WITH ALL FAULTS and without reliance upon any representations or warranties of Landlord of any kind or nature whatsoever, whether express or implied, and subject to all matters of every kind and description existing as of the date hereof including, without limitation, (a) the existing state of title, including all covenants, conditions, restrictions, ground leases, easements and Legal Requirements (but excluding any matters created or caused by any acts of Landlord). Except as specifically provided in this Agreementfor matters arising by, Contributor makes no covenantthrough or under Landlord, representation Tenant waives any and all claims, demands and cause or warranty as causes of action heretofore or hereafter arising against Landlord with respect to the suitability of the Property for any purpose whatsoever or as to the physical condition of the Property or relating the ability of Tenant to conduct its environmental (including any laws concerning business from the presence of oil or hazardous materials) condition or status (including handicap access and compliance with laws benefiting the disabled)Facilities. Except as specifically provided in this AgreementWITHOUT LIMITING THE GENERALITY OF THE FOREGOING, the Property is being conveyed “LANDLORD MAKES NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROPERTY AT THE FACILITIES OR ANY PART THEREOF, EITHER AS IS”TO ITS DESIGN, “WHERE IS”CONDITION, “WITH ALL FAULTS” and “SUBJECT TO ALL DEFECTS,” AND ALL IMPLIED WARRANTIES OF HABITABILITY, MERCHANTABILITY OR FITNESS FOR A ANY PARTICULAR USE OR PURPOSE ARE HEREBY DISCLAIMED(INCLUDING, WITHOUT LIMITATION, THE PERMITTED USES) OR AS TO THE QUALITY THEREOF OR THE PRESENCE OR ABSENCE OF DEFECTS IN THE MATERIAL OR WORKMANSHIP THEREIN, LATENT OR PATENT. Except as otherwise expressly stated hereinTENANT ACKNOWLEDGES AND AGREES THAT, no materials provided to the Partnership by Contributor pursuant to the terms of the Inspection Agreement are a representation or warranty as to any matter contained therein. To Contributor’s knowledgeAS OF THE COMMENCEMENT DATE, Contributor is unaware of any inaccuracies in any such materials provided to the Partnership. Except as otherwise expressly stated in this Agreement, Contributor is not bound in any manner by express or implied warranties, guaranties, promises, statements, representations or information pertaining to the Property as to its physical condition, compliance with laws, permits, licenses, space leases, rents, income, cash flow, gross income, net income, profits, earnings, occupancies, expenses and operations, or any other matter or thing, except as specifically set forth in this Agreement. In addition, except as otherwise expressly stated in this Agreement, Contributor is not bound or liable in any manner by any verbal or written statements, representations or any information pertaining to the Property, or claimed to have been furnished by any person or party, agent, contractor, engineer, consultant, broker or employee of ContributorTHE PROPERTY AT THE FACILITIES SHALL BE CONCLUSIVELY DEEMED TO HAVE BEEN INSPECTED BY TENANT AND SHALL BE CONCLUSIVELY DEEMED TO BE SATISFACTORY TO IT IN ALL RESPECTS.

As Is, Where Is. Except as specifically provided (a) Purchaser represents that by reason of its business and financial experience and the business and financial experience of those persons retained by Purchaser to advise it with respect to its investment in the Property, Purchaser has sufficient knowledge, sophistication, and experience in business and financial matters to evaluate the merits and risks of the prospective investment. Purchaser has had an adequate opportunity and time to review and analyze the risks attendant to the transactions contemplated in this Agreement with the assistance and guidance of competent professionals. Purchaser represents, warrants, and agrees that, except for the representations and warranties expressly set forth in Section 5.01 hereof or in any document or certificate executed by Seller pursuant to the terms of this Agreement, Contributor makes no covenantPurchaser is relying on its own inspections, representation examinations, and investigations in making the decision to purchase the Property. (b) Except for the representations and warranties expressly set forth in Section 5.01 hereof or warranty in any other document or certificate delivered pursuant to the terms of this Agreement and the consummation of Seller’s other Obligations hereunder, Purchaser has not relied, and is not relying, upon any information, documents, sales brochures, or other literature, maps or sketches, projections, proformas, statements, representations, guaranties, or warranties (whether express or implied, oral or written, material or immaterial) that may have been given or made by or on behalf of Seller. (c) Except for the representations and warranties expressly set forth in Section 5.01 hereof and in any other document or certificate executed and delivered by Seller pursuant to the terms of this Agreement and the consummation of Seller’s other Obligations hereunder, Purchaser is not relying and has not relied on Seller or any of its partners, or any of their respective officers, members, partners, directors, shareholders, agents, attorneys, employees, or representatives as to (i) the suitability of the Property for any purpose whatsoever quality, nature, adequacy, or as to the physical condition of the Property including, but not limited to, the structural elements, foundations, roofs, appurtenances, access, landscaping, parking facilities, electrical, mechanical, HVAC, plumbing, sewage or utility systems, facilities, or appliances at the Property or any portion of the Property, (ii) the quality, nature, adequacy, or physical condition of soils or the existence of ground water which comprise a part of the Real Property, (iii) the existence, quality, nature, adequacy, or physical condition of any utility serving the Real Property, (iv) the ad valorem taxes now or hereafter payable on the Property or the valuation of the Property for ad valorem tax purposes, (v) the development potential of the Real Property or the habitability, merchantability or fitness, suitability, or adequacy of the Property or any portion thereof for any particular use or purpose, (vi) the zoning or other legal status of any portion of the Property, (vii) the compliance by the Property, or any portion of the Property, or the operations conducted on or at the Property, with any Legal Requirements or other covenants, conditions, or restrictions, (viii) the quality of any labor or materials relating in any manner to its environmental the Property, or (including any laws concerning the presence of oil or hazardous materialsix) condition or status (including handicap access and compliance with laws benefiting the disabled). Except except as specifically otherwise expressly provided in this Agreement, the Property is being conveyed “AS IS”, “WHERE IS”, “WITH ALL FAULTS” and “SUBJECT TO ALL DEFECTS,” AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE ARE HEREBY DISCLAIMED. Except as otherwise expressly stated herein, no materials provided to the Partnership by Contributor pursuant to the terms condition of the Inspection Agreement are a representation or warranty as to any matter contained therein. To Contributor’s knowledge, Contributor is unaware of any inaccuracies in any such materials provided to the Partnership. Except as otherwise expressly stated in this Agreement, Contributor is not bound in any manner by express or implied warranties, guaranties, promises, statements, representations or information pertaining title to the Property as to its physical or the nature, status, and extent of any right-of-way, lease, right of redemption, possession, lien, encumbrance, license, reservation, covenant, condition, compliance with laws, permits, licenses, space leases, rents, income, cash flow, gross income, net income, profits, earnings, occupancies, expenses and operationsrestriction, or any other matter or thing, except as specifically set forth in this Agreement. In addition, except as otherwise expressly stated in this Agreement, Contributor is not bound or liable in any manner by any verbal or written statements, representations or any information pertaining affecting title to the Property. (d) EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN SECTION 5.01 HEREOF AND IN ANY OTHER DOCUMENT OR CERTIFICATE EXECUTED AND DELIVERED BY SELLER PURSUANT TO THE TERMS OF THIS AGREEMENT AND THE CONSUMMATION OF SELLER’S OTHER OBLIGATIONS HEREUNDER, or claimed to have been furnished by any person or partyTHE SALE AND CONVEYANCE BY SELLER TO PURCHASER OF ALL RIGHT, agentTITLE, contractorAND INTEREST OF SELLER IN AND TO THE PROPERTY WILL BE MADE WITHOUT ANY WARRANTY OR RECOURSE WHATSOEVER, engineerINCLUDING, consultantWITHOUT LIMITATION, broker or employee of ContributorANY WARRANTY OF TITLE (EXCEPT AS TO ACTS OF SELLER AND AS TO SELLER’S OWNERSHIP OF THE PERSONAL PROPERTY), ABSENCE OF VICES OR DEFECTS (WHETHER APPARENT OR LATENT, KNOWN OR UNKNOWN, EASILY DISCOVERABLE OR HIDDEN), FITNESS FOR ANY ORDINARY USE, OR FITNESS FOR ANY INTENDED USE OR PARTICULAR PURPOSE. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN SECTION 5.01 HEREOF OR IN ANY OTHER DOCUMENT OR CERTIFICATE DELIVERED PURSUANT TO THE TERMS OF THIS AGREEMENT AND THE CONSUMMATION OF SELLER’S OTHER OBLIGATIONS HEREUNDER, THE SOLE PERIL AND RISK OF EVICTION (EXCEPT AS A RESULT OF ACTS OF SELLER) WITH RESPECT TO THE REAL PROPERTY SHALL BE ASSUMED BY PURCHASER, BUT WITH FULL SUBSTITUTION AND SUBROGATION IN AND TO ALL OF THE RIGHTS AND ACTIONS OF WARRANTY WHICH SELLER HAS OR MAY HAVE AGAINST ALL PRECEDING OWNERS OR SELLERS; IT BEING UNDERSTOOD THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN SECTION 5.01 HEREOF OR IN ANY OTHER DOCUMENT OR CERTIFICATE DELIVERED PURSUANT TO THE TERMS OF THIS AGREEMENT AND THE CONSUMMATION OF SELLER’S OTHER OBLIGATIONS HEREUNDER, PURCHASER WILL TAKE THE PROPERTY “AS IS” AND “WHERE IS.” (e) WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN SECTION 5.01 HEREOF OR IN ANY OTHER DOCUMENT OR CERTIFICATE EXECUTED AND DELIVERED BY SELLER PURSUANT TO THE TERMS OF THIS AGREEMENT, PURCHASER ACKNOWLEDGES THAT SELLER HAS MADE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROPERTY INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OR REPRESENTATIONS AS TO TITLE (EXCEPT AS TO ACTS OF SELLER AND AS TO SELLER’S OWNERSHIP OF THE PERSONAL PROPERTY), ABSENCE OF VICES OR DEFECTS (WHETHER APPARENT OR LATENT, KNOWN OR UNKNOWN, EASILY DISCOVERABLE OR HIDDEN), HABITABILITY, MERCHANTABILITY, FITNESS FOR ANY ORDINARY USE, FITNESS FOR ANY INTENDED USE OR PARTICULAR PURPOSE, ZONING, TAX CONSEQUENCES, PHYSICAL CONDITION, UTILITIES, OPERATING HISTORY OR PROJECTIONS, VALUATION, GOVERNMENTAL APPROVALS, THE COMPLIANCE OF THE PROPERTY WITH LEGAL REQUIREMENTS, INCLUDING WITHOUT LIMITATION THE AMERICANS WITH DISABILITIES ACT OF 1990, 42 U.S.C. 12101, ET SEQ., THE TRUTH, ACCURACY, OR COMPLETENESS OF ANY MATERIALS, DATA, OR INFORMATION PROVIDED BY OR ON BEHALF OF SELLER TO PURCHASER, OR THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS INCORPORATED INTO THE PROPERTY OR THE MANNER OF REPAIR, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE PROPERTY OR ANY PORTION THEREOF. UNLESS EXPRESSLY SET FORTH IN THIS AGREEMENT OR IN ANY OTHER DOCUMENT OR CERTIFICATE EXECUTED AND DELIVERED BY SELLER PURSUANT TO THE TERMS OF THIS AGREEMENT, ALL SUCH WARRANTIES WITH RESPECT TO THE PROPERTY ARE HEREBY DISCLAIMED BY SELLER AND EXPRESSLY WAIVED BY PURCHASER. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN SECTION 5.01 HEREOF AND IN ANY OTHER DOCUMENT OR CERTIFICATE EXECUTED AND DELIVERED BY SELLER PURSUANT TO THE TERMS OF THIS AGREEMENT AND THE CONSUMMATION OF SELLER’S OTHER OBLIGATIONS HEREUNDER, 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 OR RELATING TO THE PROPERTY MADE OR FURNISHED BY SELLER, ANY PARTY ACTING OR PURPORTING TO ACT FOR SELLER, OR ANY REAL ESTATE BROKER OR AGENT REPRESENTING OR PURPORTING TO REPRESENT SELLER, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, VERBALLY OR IN WRITING. PURCHASER FURTHER HAS NOT RELIED ON SELLER’S SKILL OR JUDGMENT IN SELECTING THE PROPERTY. (f) EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SET FORTH IN SECTION 5.01 HEREOF OR IN ANY OTHER DOCUMENT OR CERTIFICATE EXECUTED AND DELIVERED BY SELLER PURSUANT TO THE TERMS OF THIS AGREEMENT, SELLER HAS NOT, DOES NOT AND WILL NOT MAKE ANY REPRESENTATIONS OR WARRANTIES WITH REGARD TO (A) COMPLIANCE WITH ANY ENVIRONMENTAL LAWS OR LAND USE LAWS, RULES, REGULATIONS, ORDERS, OR REQUIREMENTS INCLUDING, BUT NOT LIMITED TO, THOSE PERTAINING TO THE HANDLING, GENERATING, TREATING, STORING OR DISPOSING OF ANY HAZARDOUS SUBSTANCE OR (B) ABSENCE OF ANY CLAIMS, WHETHER ASSERTED OR UNASSERTED, WITH RESPECT TO COMPLIANCE WITH ENVIRONMENTAL LAWS OR ENVIRONMENTAL CONDITIONS AT THE PROPERTY. UNLESS SUCH CLAIM ARISES PURSUANT TO THE TERMS OF SECTION 5.01 OF THIS AGREEMENT, PURCHASER RELEASES SELLER FROM ANY AND ALL CLAIMS PURCHASER MAY HAVE AGAINST SELLER OF WHATEVER KIND OR NATURE NOW OR HEREAFTER RESULTING FROM OR IN ANY WAY CONNECTED WITH THE ENVIRONMENTAL CONDITION OF THE PROPERTY, INCLUDING ANY AND ALL CLAIMS PURCHASER MAY HAVE AGAINST SELLER UNDER THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION, AND LIABILITY ACT, 42 U.S.C. §9601 ET SEQ., AS AMENDED OR REAUTHORIZED, ANY CALIFORNIA EQUIVALENT, OR ANY OTHER ENVIRONMENTAL LAW OR COMMON LAW, PROVIDED, THAT NO RELEASE IS INTENDED WITH RESPECT TO CLAIMS THAT PURCHASER MAY HAVE AGAINST SELLER’S PREDECESSORS IN TITLE UNDER APPLICABLE LAW. (g) MOLD OCCURS NATURALLY IN ALMOST ALL INDOOR ENVIRONMENTS. MOLD SPORES MAY ALSO ENTER A STRUCTURE THROUGH OPEN DOORWAYS, WINDOWS OR A VARIETY OF OTHER SOURCES. PURCHASER ACKNOWLEDGES THAT THE IMPROVEMENTS ARE LOCATED IN A CLIMATE WHICH IS CONDUCIVE TO THE GROWTH OF MOLD AND/OR MILDEW, AND THAT IT IS NECESSARY TO PROVIDE ONGOING PROPER VENTILATION AND DEHUMIDIFICATION OF THE IMPROVEMENTS TO RETARD OR PREVENT THE GROWTH OF MOLD AND/OR MILDEW. MOLD AND/OR MILDEW MAY BE PRESENT DURING OR AFTER CONSTRUCTION IN THE INDOOR AIR AND/OR ON THE INTERIOR SURFACES OF THE IMPROVEMENTS, INCLUDING, BUT NOT LIMITED TO, WALL CAVITIES, ATTICS, WINDOWS AND/OR ON THE EXTERIOR SURFACES OF THE IMPROVEMENTS OR ANY PART THEREOF. PURCHASER AND SELLER HEREBY SPECIFICALLY AGREE THAT, EXCEPT AS MAY BE OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT OR IN ANY OTHER DOCUMENT OR CERTIFICATE EXECUTED AND DELIVERED BY SELLER PURSUANT TO THE TERMS OF THIS AGREEMENT, SELLER SHALL NOT BE RESPONSIBLE FOR THE PREVENTION OF MOLD AND/OR MILDEW OR ANY DAMAGE, PERSONAL INJURY, LOSS OF INCOME, EMOTIONAL DISTRESS, DEATH, LOSS OF USE, DIMINUTION OR LOSS OF VALUE OF THE PROPERTY, ECONOMIC DAMAGES, PROPERTY DAMAGE, PERSONAL INJURY, OR ADVERSE HEALTH EFFECTS RELATING TO, ARISING FROM, RESULTING FROM OR CAUSED BY MOLD AND/OR MILDEW ACCUMULATION REGARDLESS OF THE CAUSE OF SAID MOLD AND/OR MILDEW. (h) NEITHER PURCHASER NOR SELLER SHALL BE LIABLE FOR ANY SPECULATIVE PROFITS, OR SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, WHETHER BASED UPON CONTRACT, TORT (EXCEPT FOR THE TORT OF FRAUD), OR NEGLIGENCE OR IN ANY OTHER MANNER ARISING FROM THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. (i) PURCHASER HEREBY RELEASES SELLER FROM ALL CLAIMS, LOSSES, DAMAGES, LIABILITIES, COSTS AND EXPENSES WHICH PURCHASER HAS OR MAY HAVE ARISING FROM OR RELATED TO ANY MATTER OR THING RELATED TO THE PHYSICAL CONDITION OF THE PROPERTY, ANY CONSTRUCTION DEFECTS, ANY ERRORS OR OMISSIONS IN THE DESIGN OR CONSTRUCTION OF THE PROPERTY AND ANY ENVIRONMENTAL CONDITIONS AT, IN OR UNDER THE PROPERTY, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN SECTION 5.01 HEREOF OR IN ANY DOCUMENT OR CERTIFICATE EXECUTED BY SELLER PURSUANT TO THE TERMS OF THIS AGREEMENT AND THE CONSUMMATION OF SELLER’S OTHER OBLIGATIONS HEREUNDER, AND PURCHASER WILL NOT LOOK TO SELLER OR ANY SELLER RELATED PARTY IN CONNECTION WITH THE FOREGOING FOR ANY REDRESS OR RELIEF, PROVIDED, THAT: (A) NO RELEASE IS INTENDED WITH RESPECT TO CLAIMS THAT PURCHASER MAY HAVE AGAINST SELLER’S PREDECESSORS IN TITLE UNDER APPLICABLE LAW; AND (B) PURCHASER DOES NOT SO RELEASE SELLER FROM ANY CLAIMS, LOSSES, DAMAGES, LIABILITIES, COSTS OR EXPENSES TO THE EXTENT, AND ONLY TO THE EXTENT, THAT SELLER ACTUALLY RECEIVES INSURANCE PROCEEDS, REIMBURSEMENT OR OTHER COMPENSATION WITH RESPECT TO THE CONDITION GIVING RISE TO SUCH CLAIMS, LOSSES, DAMAGES, LIABILITIES, COSTS OR EXPENSES OR SUCH CLAIM IS COVERED BY SELLER’S LIABILITY INSURANCE. (j) SELLER HEREBY RELEASES PURCHASER FROM ALL CLAIMS, LOSSES, DAMAGES, LIABILITIES, COSTS AND EXPENSES WHICH SELLER HAS OR MAY HAVE ARISING FROM OR RELATED TO ANY MATTER OR THING RELATED TO THE PHYSICAL CONDITION OF THE PROPERTY, ANY CONSTRUCTION DEFECTS, ANY ERRORS OR OMISSIONS IN THE DESIGN OR CONSTRUCTION OF THE PROPERTY AND ANY ENVIRONMENTAL CONDITIONS AT, IN OR UNDER THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, THOSE PERTAINING TO THE HANDLING, GENERATING, TREATING, STORING OR DISPOSING OF ANY HAZARDOUS SUBSTANCE, AND ANY AND ALL CLAIMS SELLER MAY HAVE AGAINST PURCHASER UNDER THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION, AND LIABILITY ACT, 42 U.S.C. §9601 ET SEQ., AS AMENDED OR REAUTHORIZED, ANY CALIFORNIA EQUIVALENT, OR ANY OTHER ENVIRONMENTAL LAW OR COMMON LAW (PROVIDED, THAT NO RELEASE IS INTENDED WITH RESPECT TO CLAIMS THAT SELLER MAY HAVE AGAINST ANY OF ITS PREDECESSORS IN TITLE UNDER APPLICABLE LAW), AND SELLER WILL NOT LOOK TO PURCHASER OR ANY PURCHASER RELATED PARTY IN CONNECTION WITH THE FOREGOING FOR ANY REDRESS OR RELIEF, PROVIDED, THAT: (A) NO RELEASE IS INTENDED WITH RESPECT TO CLAIMS THAT SELLER MAY HAVE AGAINST PURCHASER’S PREDECESSORS IN TITLE UNDER APPLICABLE LAW; (B) SELLER DOES NOT SO RELEASE PURCHASER FROM ANY CLAIMS, LOSSES, DAMAGES, LIABILITIES, COSTS OR EXPENSES TO THE EXTENT, AND ONLY TO THE EXTENT, THAT PURCHASER ACTUALLY RECEIVES INSURANCE PROCEEDS, REIMBURSEMENT OR OTHER COMPENSATION WITH RESPECT TO THE CONDITION GIVING RISE TO SUCH CLAIMS, LOSSES, DAMAGES, LIABILITIES, COSTS OR EXPENSES OR SUCH CLAIM IS COVERED BY PURCHASER’S LIABILITY INSURANCE; AND (C) SELLER DOES NOT SO RELEASE PURCHASER FROM ANY CLAIMS, LOSSES, DAMAGES, LIABILITIES, COSTS OR EXPENSES ARISING FROM PURCHASER’S ACTIVITIES PURSUANT TO THE PROPERTY ACCESS AGREEMENT, AND TO THE EXTENT OF ANY CONFLICT OR INCONSISTENCY BETWEEN THE TERMS PROVISIONS OF THIS SECTION 2.02(j) AND THE TERMS AND PROVISIONS OF THE PROPERTY ACCESS AGREEMENT, THE TERMS AND PROVISIONS OF THE PROPERTY ACCESS AGREEMENT SHALL CONTROL TO THE EXTENT NECESSARY TO RESOLVE SUCH CONFLICT OR INCONSISTENCY. (k) PURCHASER AND SELLER FURTHER DECLARE AND ACKNOWLEDGE THAT THE FOREGOING WAIVERS HAVE BEEN BROUGHT TO THE ATTENTION OF PURCHASER AND SELLER, AND EXPLAINED IN DETAIL, AND THAT PURCHASER AND SELLER HAVE VOLUNTARILY AND KNOWINGLY CONSENTED TO THE FOREGOING WAIVERS. Seller’s Initials Purchaser’s Initials /s/ RTM /s/ WQF (l) PURCHASER AND SELLER FURTHER DECLARE AND ACKNOWLEDGE THAT THE FOREGOING RELEASES WILL BE GIVEN FULL FORCE AND EFFECT ACCORDING TO EACH OF THEIR EXPRESS TERMS AND PROVISIONS, INCLUDING THOSE RELATING TO UNKNOWN AND UNSUSPECTED CLAIMS, DAMAGES AND CAUSES OF ACTION AND STRICT LIABILITY CLAIMS. THE FOREGOING RELEASES INCLUDE CLAIMS OF WHICH THE PARTIES ARE PRESENTLY UNAWARE OR WHICH THE PARTIES DO NOT PRESENTLY SUSPECT TO EXIST WHICH, IF KNOWN BY PURCHASER OR SELLER, WOULD MATERIALLY AFFECT PURCHASER’S RELEASE TO SELLER AND SELLER’S RELEASE TO PURCHASER, RESPECTIVELY. PURCHASER AND SELLER EACH SPECIFICALLY 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 EXPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN TO HIM MUST HAVE MATERIALLY AFFECTED THE SETTLEMENT WITH THE DEBTOR.” Seller’s Initials Purchaser’s Initials /s/ RTM /s/ WQF

As Is, Where Is. Except (a) The Purchased Assets shall be sold and delivered to the Buyer on an “as specifically is, where is” basis. Other than those representations and warranties contained herein and any certificate or documentation delivered in connection with the Agreement, the Buyer acknowledges and agrees that: (i) no representation, warranty or condition is expressed or can be implied as to title, encumbrances, description, fitness for purpose, merchantability, condition or quality or in respect of any other matter or thing whatsoever, including with respect to the Purchased Assets; and (ii) the Monitor has not provided any representations and warranties in respect of any matter or thing whatsoever in connection with the Transaction contemplated ​ ​ hereby, including with respect to the Purchased Assets. The disclaimer in this Section 3.6 is made notwithstanding the delivery or disclosure to the Buyer or its directors, officers, employees, agents or representatives of any documentation or other information (including financial projections or supplemental data not included in this Agreement, Contributor makes no covenant, representation or warranty as ). Without limiting the generality of the foregoing and unless and solely to the suitability extent expressly set forth in this Agreement or in any documents required to be delivered pursuant to this Agreement, any and all conditions, warranties or representations, expressed or implied, pursuant to Applicable Law do not apply hereto and are hereby expressly waived by the Buyer. (b) Without limiting the generality of the Property for foregoing, except as may be expressly set out in this Agreement and any purpose whatsoever certificate or as documentation delivered in connection with the Agreement, no representations or warranties have been given by any Party with respect to the physical condition of the Property or relating liability any Party has with respect to its environmental (including any laws concerning the presence of oil or hazardous materials) condition or status (including handicap access and compliance Taxes in connection with laws benefiting the disabled). Except as specifically provided in entering into this Agreement, the Property is being conveyed “AS IS”, “WHERE IS”, “WITH ALL FAULTS” and “SUBJECT TO ALL DEFECTS,” AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE ARE HEREBY DISCLAIMED. Except as otherwise expressly stated herein, no materials provided to the Partnership by Contributor pursuant to the terms issuance of the Inspection Agreement are a representation Approval and Vesting Order, the consummation of the Transaction or warranty as for any other reason. Each Party is to any matter contained therein. To Contributor’s knowledge, Contributor is unaware rely on its own investigations in respect of any inaccuracies in any such materials provided liability for Taxes payable, collectible or required to be remitted by the Partnership. Except as otherwise expressly stated in this Agreement, Contributor is not bound in any manner by express or implied warranties, guaranties, promises, statements, representations or information pertaining to the Property as to its physical condition, compliance with laws, permits, licenses, space leases, rents, income, cash flow, gross income, net income, profits, earnings, occupancies, expenses and operations, Seller or any other matter Party on or thingafter Closing and the quantum of such liability, except as specifically set forth in this Agreementif any. In addition, except as otherwise expressly stated in this Agreement, Contributor is not bound or liable in any manner by any verbal or written statements, representations or any information pertaining to the Property, or claimed to have been furnished by any person or party, agent, contractor, engineer, consultant, broker or employee of Contributor.​