Common use of AS-IS Clause in Contracts

AS-IS. (a) Lessor shall have no obligation to perform any alterations to the Leased Premises to prepare the same for Xxxxxx's occupancy thereof. Upon execution of this Agreement, Lessee shall be irrevocably deemed to have (i) accepted and be fully satisfied in all respects with, the Leased Premises, including, without limitation, the status of title shown on any title commitment issued to Lessee by a title Lessee prior to execution of this Agreement (the "Title Commitment"), the environmental condition of the Leased Premises, and the property's value and zoning, (ii) decided to lease the Leased Premises solely on the basis of its own independent investigation, and (iii) accepted the Leased Premises in their present "as-is" condition. Except as expressly stated in this Agreement, Lessor has not made, does not make, and has not authorized anyone else to make any representation as to the present or future status of title, the environmental condition, physical condition, value, leasing, operation, use, tax status, zoning, income and expenses or any other matter or thing pertaining to the Leased Premises, and Lessee acknowledges that except as expressly stated in this Agreement, that no such representation has been made and that in entering into this Agreement Lessee does not rely on any such representation. Lessor makes no warranty or representation, express or implied or arising by operation of law, including, without limitation, any warranty of condition, habitability, merchantability, or fitness for a particular purpose of the Leased Premises. (b) In the event that, as of the date that all required State approvals of this Agreement have been obtained (the "Approval Date"), there are any matters recorded against the Leased Premises which are not disclosed in the Title Commitment ("New Title Exceptions"), Lessee shall have the right to notify Lessor within fifteen (15) days after the Approval Date that it objects to any such New Title Exceptions (a "Title Objection Notice"). In such event, Lessor shall have the right (but not the obligation) within thirty (30) days after receipt of the Title Objection Notice, in its discretion to either record or bond such New Title Exception, or provide the necessary assurances to the title Lessee so that Lessee can obtain a title insurance policy which is not subject to any New Title Exceptions listed in Xxxxxx's Title Objection Notice (an "Acceptable Policy"). If Lessor is unable or unwilling to discharge or bond such New Title Exceptions or to cause an Acceptable Policy to be issued to Lessee within such thirty (30) day period (which period shall be extended if same cannot with reasonable diligence be completed within thirty (30) days provided that Lessor is diligently seeking to discharge or bond such New Title Exceptions or to cause an Acceptable Policy to be issued to Lessee, but not beyond one hundred eighty (180) days after the date of Lessee's Title Objection Notice), then Lessee shall have the right within thirty (30) days after Xxxxxx's period to cure has expired to terminate this Agreement upon notice to Lessor.

AS-IS. (a) Lessor shall Purchaser expressly acknowledges and agrees that Purchaser and Purchaser’s agents have no obligation to perform any alterations reviewed or will review pursuant to the Leased Premises to prepare the same for Xxxxxx's occupancy thereof. Upon execution terms of this AgreementAgreement all materials regarding the condition of the Property which it deems necessary. Subject to the representations and warranties set forth herein, Lessee shall be irrevocably deemed Purchaser further acknowledges and agrees that it is buying the Property on an “AS IS” “WHERE IS,” and “WITH ALL FAULTS” basis. Purchaser is, or after completion of such inspections pursuant to have (i) accepted and be fully satisfied the terms of this Agreement will be, in all respects withsatisfied with the Property, including the Leased Premisesphysical condition thereof, includingand, without limitationexcept for the representations and warranties set forth herein, the status of title shown on any title commitment issued to Lessee by a title Lessee prior to execution of this Agreement (the "Title Commitment"), the environmental condition of the Leased Premises, and the property's value and zoning, (ii) decided to lease the Leased Premises solely on the basis of its own independent investigation, and (iii) accepted the Leased Premises in their present "as-is" condition. Except as expressly stated in this Agreement, Lessor Purchaser has not made, does not make, and has not authorized anyone else to make relied upon any representation as to the present or future status of title, the environmental condition, physical condition, value, leasing, operation, use, tax status, zoning, income and expenses warranty made by either Seller or any other matter officer, employee, agent or thing pertaining to representative of Seller in connection with the Leased PremisesProperty, and Lessee acknowledges that except as expressly stated in this Agreement, that no such representation has been made and that in entering into this Agreement Lessee does not rely on any such representation. Lessor makes no warranty or representation, express or implied or arising by operation of law, includingincluding specifically, without limitation, any warranty of condition, habitability, merchantability, or fitness for a particular purpose representation as to the condition of the Leased Premisesplanning status, topography, grading, climate, air, flood or mudslide hazards, water rights, water, utilities, present and future zoning, governmental entitlements and restrictions, soil, subsoil, paint or contamination of soil or water, access to public roads or the presence or absence of any hazardous waste. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, SELLER HAS NO OBLIGATION TO REPAIR ANY DAMAGE TO OR DEFECT IN THE PROPERTY, REPLACE ANY OF THE PROPERTY OR OTHERWISE REMEDY ANY MATTER AFFECTING THE CONDITION OF THE PROPERTY. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SET FORTH HEREIN, SELLER HEREBY DISCLAIMS ANY AND ALL WARRANTIES WITH RESPECT TO THE LAND, INCLUDING WITHOUT LIMITATION, WARRANTIES AS TO QUALITY HABITABILITY, FITNESS, MERCHANTABILITY AND SUITABILITY FOR ANY PURPOSE. PURCHASER ACKNOWLEDGES THAT THE PURCHASE PRICE REFLECTS THE “AS IS” NATURE OF THIS SALE AND ANY FAULTS, LIABILITIES, DEFECTS OR OTHER ADVERSE MATTERS THAT MAY BE ASSOCIATED WITH THE PROPERTY. PURCHASER HAS FULLY REVIEWED THE DISCLAIMERS AND WAIVERS SET FORTH IN THIS AGREEMENT WITH ITS COUNSEL AND UNDERSTANDS THE SIGNIFICANCE AND EFFECT THEREOF. WITHOUT LIMITATION TO THE FOREGOING, PURCHASER UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT, EXCEPT AS SPECIFICALLY ADDRESSED HEREIN, SELLER’S REPRESENTATIONS AND WARRANTIES DO NOT APPLY TO ANY ENVIRONMENTAL, HEALTH OR SAFETY MATTERS, INCLUDING WITHOUT LIMITATION ANY MATTERS UNDER ENVIRONMENTAL LAWS. PURCHASER ACKNOWLEDGES AND AGREES THAT THE DISCLAIMERS AND OTHER AGREEMENTS SET FORTH IN THIS SECTION 9 ARE AN INTEGRAL PART OF THIS AGREEMENT AND THAT SELLER WOULD NOT HAVE AGREED TO SELL THE FEE PREMISES TO PURCHASER FOR THE PURCHASE PRICE WITHOUT THE DISCLAIMERS AND OTHER AGREEMENTS SET FORTH IN THIS SECTION 9. Nothing in this Section 9 will be construed to amend Seller’s obligations as tenant under the Leaseback Lease. (b) In the event that, as of the date that all required State approvals of this Agreement have been obtained (the "Approval Date"), there are any matters recorded against the Leased Premises which are not disclosed in the Title Commitment ("New Title Exceptions"), Lessee shall have the right to notify Lessor within fifteen (15) days after the Approval Date that it objects to any such New Title Exceptions (a "Title Objection Notice"). In such event, Lessor shall have the right (but not the obligation) within thirty (30) days after receipt of the Title Objection Notice, in its discretion to either record or bond such New Title Exception, or provide the necessary assurances to the title Lessee so that Lessee can obtain a title insurance policy which is not subject to any New Title Exceptions listed in Xxxxxx's Title Objection Notice (an "Acceptable Policy"). If Lessor is unable or unwilling to discharge or bond such New Title Exceptions or to cause an Acceptable Policy to be issued to Lessee within such thirty (30) day period (which period shall be extended if same cannot with reasonable diligence be completed within thirty (30) days provided that Lessor is diligently seeking to discharge or bond such New Title Exceptions or to cause an Acceptable Policy to be issued to Lessee, but not beyond one hundred eighty (180) days after the date of Lessee's Title Objection Notice), then Lessee shall have the right within thirty (30) days after Xxxxxx's period to cure has expired to terminate this Agreement upon notice to Lessor.

AS-IS. (a) Lessor shall have no obligation to perform any alterations Notwithstanding anything to the Leased Premises to prepare the same for Xxxxxx's occupancy thereof. Upon execution of this Agreement, Lessee shall be irrevocably deemed to have (i) accepted and be fully satisfied in all respects with, the Leased Premises, including, without limitation, the status of title shown on any title commitment issued to Lessee by a title Lessee prior to execution of this Agreement (the "Title Commitment"), the environmental condition of the Leased Premises, and the property's value and zoning, (ii) decided to lease the Leased Premises solely on the basis of its own independent investigation, and (iii) accepted the Leased Premises in their present "as-is" condition. Except as expressly stated contrary contained in this Agreement, Lessor has not madeBuyer acknowledges and agrees that, does not makeexcept as otherwise expressly set forth in this Agreement or the Closing Documents, (i) Buyer is purchasing the Property subject to all existing conditions, latent or patent, and applicable laws, rules, regulations, codes, ordinances and orders, and (ii) neither Seller nor any Seller Released Party has not authorized anyone else to make made any representation representations, warranties or agreements by or on behalf of Seller of any kind whatsoever, whether oral or written, express or implied, statutory or otherwise, as to any matters concerning the Property, the condition of the Property, the size (including rentable or usable square footage) of the Real Property and/or any of the Improvements, the present use of the Property or future status the suitability of titleBuyer's contemplated ownership, operation or use of the environmental Property. WITHOUT LIMITING THE FOREGOING, BUYER EXPRESSLY ACKNOWLEDGES AND AGREES THAT SELLER HAS NOT AGREED TO PROVIDE ANY LOAN TO BUYER TO FINANCE BUYER'S PURCHASE OF THE PROPERTY, THAT BUYER HAS ASSUMED THE ENTIRE RISK THAT BUYER MAY OR MAY NOT BE ABLE TO OBTAIN A LOAN TO FINANCE BUYER'S PURCHASE OF THE PROPERTY, AND THAT BUYER'S INABILITY OR FAILURE TO OBTAIN A LOAN TO FINANCE BUYER'S PURCHASE OF THE PROPERTY SHALL NOT EXCUSE OR RELIEVE BUYER FROM PERFORMING BUYER'S OBLIGATIONS UNDER THIS AGREEMENT. Buyer hereby acknowledges and agrees that, except for the representations and warranties and covenants of Seller expressly provided in this Agreement and in the Closing Documents, (1) the Property is to be purchased by and conveyed to Buyer in its present condition, physical condition"AS IS", "WHERE IS" AND WITH ALL FAULTS, and that no patent or latent defect or deficiency in the condition of the Property whether or not known or discovered, shall affect the rights of either Seller or Buyer hereunder nor shall the Purchase Price be reduced as a consequence thereof and (2) Buyer shall acquire the Property solely upon the basis of Buyer's independent inspection and investigation of the Property, including: (a) the quality, nature, habitability, merchantability, use, operation, value, leasingmarketability, operation, use, tax status, zoning, income and expenses adequacy or physical condition of the Property or any other matter aspect or thing pertaining to portion thereof, including access, sewage, soils, geology and groundwater, or whether the Leased PremisesReal Property lies within a special flood hazard area, and Lessee acknowledges that except as expressly stated in this Agreementan area of potential flooding, that no such representation has been made and that in entering into this Agreement Lessee does not rely on a very high fire hazard severity zone, a wildland fire area, an earthquake fault zone or a seismic hazard zone; (b) the dimensions or lot size of the Real Property or the nature or square footage of any such representation. Lessor makes no warranty Improvements thereon; (c) the development or representationincome potential, express or implied rights of or arising by operation of lawrelating to, including, without limitation, any warranty of conditionthe Real Property or its use, habitability, merchantability, or fitness fitness, or the suitability, value or adequacy of such Real Property for a any particular purpose purpose; (d) the zoning or other legal status of the Leased Premises. (b) In Real Property or any other public or private restrictions on the event that, as use of the date that all required State approvals Real Property; (e) the compliance of this Agreement have been obtained the Real Property or its operation with any applicable codes, laws, regulations, statutes, ordinances, covenants, conditions and restrictions of any governmental or regulatory agency or authority or of any other person or entity (including the "Approval Date"Americans With Disabilities Act); (f) the ability of Buyer to obtain any necessary governmental approvals, there are licenses or permits for Buyer's intended use, occupancy or development of the Real Property; (g) the presence or absence of Hazardous Materials on, in, under, above or about the Real Property or any matters recorded against adjoining or neighboring property; (h) the Leased Premises which are not disclosed quality of any labor and materials used in the Title Commitment Improvements; ("New Title Exceptions")i) the condition of title to the Real Property; (j) Service Contracts or any other agreements affecting the Real Property or the intentions of any party with respect to the negotiation and/or execution of any lease or contract with respect to the Real Property; (k) Seller's ownership of the Property or any portion thereof; or (l) the economics of, Lessee shall have or the right income and expenses, revenue or expense projections or other financial matters, relating to notify Lessor within fifteen (15) days after the Approval Date ownership or use of the Real Property. Without limiting the generality of the foregoing, Buyer expressly acknowledges and agrees that it objects to Buyer is not relying on any such New Title Exceptions (a "Title Objection Notice"). In such eventrepresentation or warranty of Seller or any Seller Released Parties, Lessor shall have the whether implied, presumed or expressly provided at law or otherwise, arising by virtue of any statute, common law or other legally binding right (but not the obligationother than this Agreement) within thirty (30) days after receipt nor remedy in favor of the Title Objection Notice, in its discretion to either record or bond such New Title Exception, or provide the necessary assurances to the title Lessee so that Lessee can obtain a title insurance policy which is not subject to any New Title Exceptions listed in XxxxxxBuyer. Buyer's Title Objection Notice (an "Acceptable Policy"). If Lessor is unable or unwilling to discharge or bond such New Title Exceptions or to cause an Acceptable Policy to be issued to Lessee within such thirty (30) day period (which period shall be extended if same cannot with reasonable diligence be completed within thirty (30) days provided that Lessor is diligently seeking to discharge or bond such New Title Exceptions or to cause an Acceptable Policy to be issued to Lessee, but not beyond one hundred eighty (180) days after the date of Lessee's Title Objection Notice), then Lessee shall have the right within thirty (30) days after Xxxxxx's period to cure has expired to terminate this Agreement upon notice to Lessor.Initials: AMDR

AS-IS. (a) Lessor shall have no obligation to perform any alterations to the Leased Premises to prepare the same for Xxxxxx's occupancy thereof. Upon execution of this Agreement, Lessee shall be irrevocably deemed to have (i) accepted and be fully satisfied in all respects with, the Leased Premises, including, without limitation, the status of title shown on any title commitment issued to Lessee by a title Lessee insurer prior to execution of this Agreement (the "Title Commitment"), the environmental condition of the Leased Premises, and the property's value and zoning, (ii) decided to lease the Leased Premises solely on the basis of its own independent investigation, and (iii) accepted the Leased Premises in their its present "as-is" condition. Except as expressly stated in this Agreement, Lessor has not made, does not make, and has not authorized anyone else to make any representation as to the present or future status of title, the environmental condition, physical condition, value, leasing, operation, use, tax status, zoning, income and expenses or any other matter or thing pertaining to the Leased Premises, and Lessee acknowledges that except as expressly stated in this Agreement, that no such representation has been made and that in entering into this Agreement Lessee does not rely on any such representation. Lessor makes no warranty or representation, express or implied or arising by operation of law, including, without limitation, any warranty of condition, habitability, merchantability, or fitness for a particular purpose of the Leased Premises. (b) In the event that, as of the date that all required State approvals of this Agreement have been obtained (the "Approval Date"), there are any matters recorded against the Leased Premises which are not disclosed in the Title Commitment ("New Title Exceptions"), Lessee shall have the right to notify Lessor within fifteen (15) days after the Approval Date that it objects to any such New Title Exceptions (a "Title Objection Notice"). In such event, Lessor shall have the right (but not the obligation) within thirty (30) days after receipt of the Title Objection Notice, in its discretion to either record or bond such New Title Exception, or provide the necessary assurances to the title Lessee so that Lessee can obtain a title insurance policy which is not subject to any New Title Exceptions listed in Xxxxxx's Title Objection Notice (an "Acceptable Policy"). If Lessor is unable or unwilling to discharge or bond such New Title Exceptions or to cause an Acceptable Policy to be issued to Lessee within such thirty (30) day period (which period shall be extended if same cannot with reasonable diligence be completed within thirty (30) days provided that Lessor is diligently seeking to discharge or bond such New Title Exceptions or to cause an Acceptable Policy to be issued to Lessee, but not beyond one hundred eighty (180) days after the date of Lessee's Title Objection Notice), then Lessee shall have the right within thirty (30) days after Xxxxxx's period to cure has expired to terminate this Agreement upon notice to Lessor.

AS-IS. Tenant shall accept the Premises in its “as is” and “where is” condition as of the Term Commencement Date, provided that (a) Lessor the items set forth on Exhibit L - Part I shall be satisfied as of the Term Commencement Date, and (b) Landlord shall have no obligation to perform removed the equipment designated for removal as set forth on Exhibit M (“Landlord’s Equipment”), which equipment shall be retained by Landlord as Landlord’s property (collectively, the “Delivery Condition”). Landlord shall substantially complete each of the items set forth on Exhibit L - Part II within a commercially reasonable period after the Term Commencement Date. Tenant may not make any alterations or changes to the Leased Premises Premises, or remove any of Landlord’s property that is affixed to prepare the same for Xxxxxx's occupancy thereofPremises, without Landlord’s prior written consent, which consent may be withheld or conditioned in Landlord’s sole discretion. Upon execution Without limiting the generality of this Agreementthe foregoing, Lessee Tenant shall be irrevocably deemed to have not (i) accepted and be fully satisfied in all respects withmodify nor penetrate nor make any structural change nor addition to the Building, including without limitation, the Leased Premises, nor the roof, Building envelope, load bearing walls, foundation nor any Building systems (collectively, “Building Structure/Systems”), or (ii) remove or alter any of the Premises’ infrastructure, fixtures, built-ins, and/or equipment that is affixed to the Premises as of the date hereof in any respect, without, in either case, first obtaining, on each occasion, Landlord’s consent in writing, which Landlord may grant or withhold in Landlord’s sole discretion, and, if Landlord so consents, then only at Tenant’s expense using only a contractor on Landlord’s list of approved contractors for the Building Structure/Systems, and in a lawful manner and upon such terms and conditions as Landlord, by such writing, shall approve, which shall include, without implied limitation, maintenance of insurance in form and substance satisfactory to Landlord. Any Landlord approval of such alterations may be conditioned upon the Tenant’s delivery to Landlord of such documents as Landlord may reasonably require to understand or assess the scope of the proposed changes, and/or additional protections required as arise therefrom, including, without limitation, certificates of insurance, timeline, list of required permits or approvals, and stamped architectural drawings or other plans together with cost affidavits and evidence of available funds. Landlord shall deliver notice of its consent or withholding of consent in connection with any such plans proposed by Tenant requiring Landlord consent and in connection with any selection of contractors proposed by Tenant requiring Landlord consent within ten (10) business days after Landlord receives the status same from Tenant (which notice of title shown on any title commitment issued Landlord shall, in the case of a withholding of consent, contain a description of the reasons for Landlord’s withholding of consent). If Landlord fails to Lessee by approve or disapprove of Tenant’s proposed plans or contractors within such ten (10) business day period, Tenant may give Landlord notice of such failure and if such notice includes a title Lessee statement at the top of the page having a heading in at least 12-point type, bold and all capital letters stating “LANDLORD’S FAILURE TO RESPOND TO TENANT’S REQUEST FOR APPROVAL OF THE ENCLOSED PLANS OR CONTRACTORS WILL RESULT IN LANDLORD’S DEEMED APPROVAL OF SUCH PLANS OR CONTRACTORS”, then Landlord shall be deemed to have approved such plans and/or contractors (as applicable) if Landlord fails to respond to such request within an additional five (5) business days. Notwithstanding anything in this Section 3.1 to the contrary, Tenant shall provide Landlord at least fourteen (14) days’ prior notice thereof, but shall not be required to execution obtain Landlord’s consent to perform interior, non-structural alterations that: (a) cost less than One Hundred Thousand Dollars ($100,000.00) in the aggregate (including all related alterations which may be part of this Agreement (the "Title Commitment"a larger project or a series of related projects), not including the environmental condition cost of the Leased Premisesfurniture, trade fixtures and the property's value and zoning, (ii) decided to lease the Leased Premises solely on the basis of its own independent investigationequipment, and (iiib) accepted do not affect the Leased Premises in their present "as-is" condition. Except as expressly stated in this Agreement, Lessor has not made, does not make, Building Structure/Systems (alterations satisfying the foregoing clauses (a) and has not authorized anyone else to make any representation as to the present or future status of title, the environmental condition, physical condition, value, leasing, operation, use, tax status, zoning, income and expenses or any other matter or thing pertaining to the Leased Premises, and Lessee acknowledges that except as expressly stated in this Agreement, that no such representation has been made and that in entering into this Agreement Lessee does not rely on any such representation. Lessor makes no warranty or representation, express or implied or arising by operation of law, including, without limitation, any warranty of condition, habitability, merchantability, or fitness for a particular purpose of the Leased Premises. (b) In are referred to herein as “Permitted Alterations”. With the event that, as exception of the date that requirement to obtain Landlord’s consent, the performance or construction of any Permitted Alterations shall comply with all required State approvals other terms and conditions of this Agreement have been obtained (the "Approval Date"), there are any matters recorded against the Leased Premises which are not disclosed in the Title Commitment ("New Title Exceptions"), Lessee shall have the right to notify Lessor within fifteen (15) days after the Approval Date that it objects Lease applicable to any such New Title Exceptions (a "Title Objection Notice")alterations or other work by Tenant at the Premises. In such event, Lessor Tenant shall have the right (but not the obligation) within thirty (30) days after receipt provide Landlord with copies of the Title Objection Notice, in its discretion to either record or bond such New Title Exception, or provide the necessary assurances to the title Lessee so any construction plans and as-built plans that Lessee can obtain a title insurance policy which is not subject to Tenant obtains for any New Title Exceptions listed in Xxxxxx's Title Objection Notice (an "Acceptable Policy"). If Lessor is unable or unwilling to discharge or bond such New Title Exceptions or to cause an Acceptable Policy to be issued to Lessee within such thirty (30) day period (which period shall be extended if same cannot with reasonable diligence be completed within thirty (30) days provided that Lessor is diligently seeking to discharge or bond such New Title Exceptions or to cause an Acceptable Policy to be issued to Lessee, but not beyond one hundred eighty (180) days after the date of Lessee's Title Objection Notice), then Lessee shall have the right within thirty (30) days after Xxxxxx's period to cure has expired to terminate this Agreement upon notice to LessorPermitted Alterations.

AS-IS. (a) Lessor shall have no obligation TENANT AGREES THAT IT IS NOT RELYING ON AND HEREBY DISCLAIMS ANY WARRANTY OR REPRESENTATION MADE BY LANDLORD, LANDLORD’ S AGENTS, OR ANY BROKER CONCERNING THE USE OR CONDITION OF THE PREMISES, COMMON AREAS OR THE PROJECT. TENANT ACKNOWLEDGES AND AGREES THAT IT ACCEPTS THE PREMISES IN THEIR “AS-IS, WHERE IS” PHYSICAL CONDITION AS OF THE DELIVERY DATE, WITHOUT ANY OBLIGATION BY LANDLORD TO PAINT, REDECORATE, OR PERFORM ANY OTHER WORK IN, ON OR ABOUT THE PREMISES AT ANY TIME, EXCEPT AS OTHERWISE SPECIFICALLY SET FORTH IN THIS LEASE. LANDLORD, ANY AGENT OF LANDLORD AND ANY BROKER HAVE NOT MADE, AND WILL NOT MAKE, ANY WARRANTY OR REPRESENTATION OF ANY KIND, EXPRESSED OR IMPLIED, WITH RESPECT TO THE PREMISES, THE BUILDING, COMMON AREAS OR ANY OTHER PORTION OF THE PROJECT. LANDLORD EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTY OF SUITABILITY, HABITABILITY OR MERCHANTABILITY. Notwithstanding the foregoing, Landlord represents and warrants to perform any alterations to Tenant that as of the Leased Premises to prepare the same for Xxxxxx's occupancy thereof. Upon execution of this AgreementProject Completion, Lessee shall be irrevocably deemed to have (i) accepted the Shell Improvements shall be in good and be fully satisfied in all respects with, the Leased Premises, including, without limitation, the status of title shown on any title commitment issued to Lessee by a title Lessee prior to execution of this Agreement (the "Title Commitment"), the environmental clean operating condition of the Leased Premises, and the property's value and zoningrepair, (ii) decided to lease the Leased Premises solely on electrical, mechanical, HVAC, plumbing, sewer, elevator and other systems serving the basis Buildings and installed as part of its own independent investigationLandlord’s Work will be in good operating condition and repair, and (iii) accepted the Leased Premises roof of the Buildings will be in their present "as-is" condition. Except as expressly stated in this Agreementgood condition and water tight, Lessor has not made, does not make, and has not authorized anyone else (iv) to make any representation as to the present or future status of titleLandlord’s current actual knowledge, the environmental conditionLandlord’s Work will not be in violation of municipal, physical conditionstate and federal statutes, valuerules, leasingregulations, operationordinances, userequirements and orders then in effect, tax status, zoning, income and expenses or any other matter or thing pertaining to the Leased Premises, and Lessee acknowledges that except as expressly stated in this Agreement, that no such representation has been made and that in entering into this Agreement Lessee does not rely on any such representation. Lessor makes no warranty or representation, express or implied or arising by operation of law, including, including without limitation, any warranty all applicable statutes, rules, regulations, ordinances, requirements or orders requiring installation of conditionfire sprinkler systems, habitabilityseismic reinforcement and related alterations, merchantabilityremoval of asbestos, or fitness for a particular purpose of the Leased Premisesand compliance with ADA and fire/safety. (b) In the event that, as of the date that all required State approvals of this Agreement have been obtained (the "Approval Date"), there are any matters recorded against the Leased Premises which are not disclosed in the Title Commitment ("New Title Exceptions"), Lessee shall have the right to notify Lessor within fifteen (15) days after the Approval Date that it objects to any such New Title Exceptions (a "Title Objection Notice"). In such event, Lessor shall have the right (but not the obligation) within thirty (30) days after receipt of the Title Objection Notice, in its discretion to either record or bond such New Title Exception, or provide the necessary assurances to the title Lessee so that Lessee can obtain a title insurance policy which is not subject to any New Title Exceptions listed in Xxxxxx's Title Objection Notice (an "Acceptable Policy"). If Lessor is unable or unwilling to discharge or bond such New Title Exceptions or to cause an Acceptable Policy to be issued to Lessee within such thirty (30) day period (which period shall be extended if same cannot with reasonable diligence be completed within thirty (30) days provided that Lessor is diligently seeking to discharge or bond such New Title Exceptions or to cause an Acceptable Policy to be issued to Lessee, but not beyond one hundred eighty (180) days after the date of Lessee's Title Objection Notice), then Lessee shall have the right within thirty (30) days after Xxxxxx's period to cure has expired to terminate this Agreement upon notice to Lessor.

AS-IS. Except for the Express Representations and Seller’s performance of its obligations under this Contract, Purchaser acknowledges and agrees that it is purchasing the Property based on its own inspection and examination thereof, and Seller shall sell and convey to Purchaser and Purchaser shall accept the property on an “AS IS, WHERE IS, WITH ALL FAULTS, LIABILITIES, AND DEFECTS, LATENT OR OTHERWISE, KNOWN OR UNKNOWN” basis in an “AS IS” physical condition and in an “AS IS” state of repair (a) Lessor shall have no obligation to perform any alterations subject to the Leased Premises to prepare the same for Xxxxxx's occupancy thereofFinished Lot Improvements obligation set forth in this Contract). Upon execution of this AgreementExcept for, Lessee shall be irrevocably deemed to have (i) accepted and be fully satisfied in all respects withsubject to, the Leased PremisesExpress Representations, to the extent not prohibited by law the Purchaser hereby waives, and Seller disclaims all warranties of any type or kind whatsoever with respect to the Property, whether express or implied, direct or indirect, oral or written, including, without by way of description, but not limitation, the status those of title shown on any title commitment issued to Lessee by a title Lessee prior to execution of this Agreement (the "Title Commitment"), the environmental condition of the Leased Premises, and the property's value and zoning, (ii) decided to lease the Leased Premises solely on the basis of its own independent investigation, and (iii) accepted the Leased Premises in their present "as-is" condition. Except as expressly stated in this Agreement, Lessor has not made, does not make, and has not authorized anyone else to make any representation as to the present or future status of title, the environmental condition, physical condition, value, leasing, operation, use, tax status, zoning, income and expenses or any other matter or thing pertaining to the Leased Premises, and Lessee acknowledges that except as expressly stated in this Agreement, that no such representation has been made and that in entering into this Agreement Lessee does not rely on any such representation. Lessor makes no warranty or representation, express or implied or arising by operation of law, including, without limitation, any warranty of condition, habitability, merchantability, or fitness for a particular purpose purpose, and use. Without limiting the generality of the Leased Premises. (b) In the event foregoing, Purchaser expressly acknowledges that, as except for the Express Representations, Seller makes no representations or warranties concerning, and hereby expressly disclaims any representations or warranties concerning the following: (i) The value, nature, quality or condition of the date that all required State approvals Property; (ii) Any restrictions related to development of the Property; (iii) The applicability of any governmental requirements; (iv) The suitability of the Property for any purpose whatsoever; (v) The presence in, on, under or about the Property of any Hazardous Material or any other condition of the Property which is actionable under any Environmental Law (as such terms are defined in this Agreement have been obtained Section 10; (vi) Compliance of the "Approval Date")Property or any operation thereon with the laws, there are rules, regulations or ordinances of any matters recorded against applicable governmental body; or (vii) The presence or absence of, or the Leased Premises which are not disclosed potential adverse health, economic or other effects arising from, any magnetic, electrical or electromagnetic fields or other conditions caused by or emanating from any power lines, telephone lines, cables or other facilities, or any related devices or appurtenances, upon or in the Title Commitment vicinity of the Property. EXCEPT FOR CLAIMS ARISING FROM OR AS A RESULT OF FRAUD OR OTHER WILLFUL MISCONDUCT OF ANY SELLER PARTY AND EXCEPT FOR THE REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER AS ARE EXPRESSLY SET FORTH IN THIS CONTRACT OR OTHERWISE PROVIDED IN THIS CONTRACT AND/OR EXPRESSLY SET FORTH IN THE CLOSING DOCUMENTS, SELLER SHALL NOT BE LIABLE TO PURCHASER FOR ANY CONSTRUCTION DEFECT, ERRORS, OMISSIONS, OR ON ACCOUNT OF SOILS CONDITIONS OR ANY OTHER CONDITION AFFECTING THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, THOSE MATTERS DESCRIBED ABOVE AND PURCHASER AND ANYONE CLAIMING BY, THROUGH OR UNDER PURCHASER, HEREBY FULLY RELEASES SELLER, ITS PARTNERS, EMPLOYEES, OFFICERS, DIRECTORS, REPRESENTATIVES, ATTORNEYS AND AGENTS ("New Title Exceptions")BUT NOT INCLUDING ANY THIRD PARTY PROFESSIONAL SERVICE PROVIDERS [E.G., Lessee ENGINEERS, ETC.], CONTRACTORS OR SIMILAR FIRMS OR PERSONS) FROM ANY AND ALL CLAIMS AGAINST ANY OF THEM FOR ANY COST, LOSS, LIABILITY, DAMAGE, EXPENSE, DEMAND, ACTION OR CAUSE OF ACTION (INCLUDING, WITHOUT LIMITATION, ANY RIGHTS OF CONTRIBUTION) ARISING FROM OR RELATED TO ANY CONSTRUCTION DEFECTS, ERRORS, OMISSIONS, OR OTHER CONDITIONS AFFECTING THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, THOSE MATTERS DESCRIBED ABOVE. The release and waiver set forth in this paragraph shall not apply to any cost, loss, liability, damage, expense, demand, action or cause of action arising from or related to (i) fraud or other willful misconduct of any Seller Party or (ii) any claims against contractors or subcontractors for construction defects in the Finished Lot Improvements; provided, however, that Purchaser shall first seek to enforce claims against such contractors and/or subcontractors conducting the work and only if Purchaser is unable to achieve full satisfaction of their claims after filing and pursuing through final judgment, any litigation, then Purchaser shall have the right to notify Lessor within fifteen (15) days after seek relief from the Approval Date that it objects to any such New Title Exceptions (a "Title Objection Notice"). In such event, Lessor shall have the right (but not the obligation) within thirty (30) days after receipt of the Title Objection Notice, in its discretion to either record or bond such New Title Exception, or provide the necessary assurances to the title Lessee so that Lessee can obtain a title insurance policy which is not subject to any New Title Exceptions listed in Xxxxxx's Title Objection Notice (an "Acceptable Policy"). If Lessor is unable or unwilling to discharge or bond such New Title Exceptions or to cause an Acceptable Policy to be issued to Lessee within such thirty (30) day period (which period shall be extended if same cannot with reasonable diligence be completed within thirty (30) days provided that Lessor is diligently seeking to discharge or bond such New Title Exceptions or to cause an Acceptable Policy to be issued to Lessee, but not beyond one hundred eighty (180) days after the date of Lessee's Title Objection Notice), then Lessee shall have the right within thirty (30) days after Xxxxxx's period to cure has expired to terminate this Agreement upon notice to LessorSeller Parties.

AS-IS. (a) Lessor shall Buyer acknowledges, represents and warrants that prior to Close of Escrow, Buyer will have no obligation had the opportunity to perform any alterations thoroughly inspect the Property and to investigate all aspects of the Property. Notwithstanding anything to the Leased Premises to prepare the same for Xxxxxx's occupancy thereof. Upon execution of contrary contained in this Agreement, Lessee shall be irrevocably deemed Buyer further acknowledges and agrees that Buyer is purchasing the Property subject to all governmental regulations and the Lease. Buyer further acknowledges and agrees that except for any representations and warranties expressly made by Seller in this Agreement, neither Seller nor any of Seller’s employees, agents or representatives have (i) accepted and be fully satisfied in all respects withmade any representations or warranties by or on behalf of Seller of any kind whatsoever, whether oral or written, express or implied, statutory or otherwise, as to any matters concerning the Property, the Leased Premisescondition of the Property, the size of the Real Property, the size of the Improvements (including without limitation, any discrepancies in the actual rentable square footage of any leased premises within the Improvements), the present use of the Property or the suitability of Buyer’s intended use of the Property. Buyer hereby acknowledges, agrees and represents that the Property is to be purchased, conveyed and accepted by Buyer in its present condition, “AS IS”, “WHERE IS” AND WITH ALL FAULTS, and that no patent or latent defect or deficiency in the condition of the Property whether or not known or discovered, shall affect the rights of either Seller or Buyer hereunder nor shall the Purchase Price be reduced as a consequence thereof. Except for any representations and warranties expressly made by Seller in this Agreement, any and all information and documents furnished to Buyer by or on behalf of Seller relating to the Property, including, without limitation, the status Property Documents, shall be deemed furnished as a courtesy to Buyer but without warranty of title shown any kind from or on any title commitment issued to Lessee by a title Lessee prior to execution behalf of this Agreement (Seller regarding the "Title Commitment"), the environmental condition of the Leased Premises, and the property's value and zoning, (ii) decided to lease the Leased Premises solely on the basis of its own independent investigation, and (iii) accepted the Leased Premises in their present "as-is" condition. Except as expressly stated in this Agreement, Lessor has not made, does not make, and has not authorized anyone else to make any representation as to the present or future status of title, the environmental condition, physical condition, value, leasing, operation, use, tax status, zoning, income and expenses or any other matter or thing pertaining to the Leased Premises, and Lessee acknowledges that content thereof except as expressly stated in this Agreement, provided herein. Buyer hereby represents and warrants to Seller that no such representation has been made Buyer will have an opportunity to perform an independent inspection and that in entering into this Agreement Lessee does not rely on any such representation. Lessor makes no warranty or representation, express or implied or arising by operation of law, including, without limitation, any warranty of condition, habitability, merchantability, or fitness for a particular purpose investigation of the Leased Premises. (b) In the event that, as Property and also will have an opportunity to investigate and has knowledge of the date that all required State approvals of this Agreement have been obtained (the "Approval Date"), there are any matters recorded against the Leased Premises which are not disclosed in the Title Commitment ("New Title Exceptions"), Lessee shall have the right to notify Lessor within fifteen (15) days after the Approval Date that it objects to any such New Title Exceptions (a "Title Objection Notice"). In such event, Lessor shall have the right (but not the obligation) within thirty (30) days after receipt of the Title Objection Notice, in its discretion to either record operative or bond such New Title Exception, or provide the necessary assurances to the title Lessee so that Lessee can obtain a title insurance policy which is not subject to any New Title Exceptions listed in Xxxxxx's Title Objection Notice (an "Acceptable Policy"). If Lessor is unable or unwilling to discharge or bond such New Title Exceptions or to cause an Acceptable Policy to be issued to Lessee within such thirty (30) day period (which period shall be extended if same cannot with reasonable diligence be completed within thirty (30) days provided that Lessor is diligently seeking to discharge or bond such New Title Exceptions or to cause an Acceptable Policy to be issued to Lessee, but not beyond one hundred eighty (180) days after the date of Lessee's Title Objection Notice), then Lessee shall have the right within thirty (30) days after Xxxxxx's period to cure has expired to terminate this Agreement upon notice to Lessor.proposed governmental

AS-IS. Except for Seller’s Representations (aas defined in Section 11 hereof) Lessor and Seller’s performance of its obligations under this Contract, Purchaser acknowledges and agrees that it is purchasing the Property based on its own inspection and examination thereof, and Seller shall have no obligation sell and convey to perform any alterations Purchaser and Purchaser shall accept the property on an “AS IS, WHERE IS, WITH ALL FAULTS, LIABILITIES, AND DEFECTS, LATENT OR OTHERWISE, KNOWN OR UNKNOWN” basis in an "AS IS" physical condition and in an "AS IS" state of repair (subject to the Leased Premises to prepare the same for Xxxxxx's occupancy thereof. Upon execution of this Agreement, Lessee shall be irrevocably deemed to have (iFinished Lot Improvements obligation set forth in Section 5(b) accepted and be fully satisfied in all respects with, the Leased Premises, including, without limitation, the status of title shown on any title commitment issued to Lessee by a title Lessee prior to execution of this Agreement (the "Title Commitment"hereof), the environmental condition of the Leased Premises, and the property's value and zoning, (ii) decided to lease the Leased Premises solely on the basis of its own independent investigation, and (iii) accepted the Leased Premises in their present "as-is" condition. Except as expressly stated contained in this AgreementContract, Lessor has the special warranty deed to be delivered at each Closing and Seller’s Representations, to the extent not made, does not makeprohibited by law the Purchaser hereby waives, and has not authorized anyone else to make Seller disclaims all warranties of any representation as type or kind whatsoever with respect to the present or future status of titleProperty, the environmental condition, physical condition, value, leasing, operation, use, tax status, zoning, income and expenses or any other matter or thing pertaining to the Leased Premises, and Lessee acknowledges that except as expressly stated in this Agreement, that no such representation has been made and that in entering into this Agreement Lessee does not rely on any such representation. Lessor makes no warranty or representation, whether express or implied implied, direct or arising by operation of lawindirect, oral or written, including, without by way of description, but not limitation, any warranty those of condition, habitability, merchantability, or fitness for a particular purpose purpose, and use. Without limiting the generality of the Leased Premises. (b) In the event foregoing, Purchaser expressly acknowledges that, except as otherwise provided in this Contract, the Seller’s Representations, the special warranty deed to be delivered at each Closing, Seller makes no representations or warranties concerning, and hereby expressly disclaims any representations or warranties concerning the following: (i) The value, nature, quality or condition of the date that all required State approvals Property; (ii) Any restrictions related to development of the Property; (iii) The applicability of any governmental requirements; (iv) The suitability of the Property for any purpose whatsoever; (v) The presence in, on, under or about the Property of any Hazardous Material or any other condition of the Property which is actionable under any Environmental Law (as such terms are defined in this Agreement have been obtained Section 10; (vi) Compliance of the "Approval Date")Property or any operation thereon with the laws, there are rules, regulations or ordinances of any matters recorded against applicable governmental body; or (vii) The presence or absence of, or the Leased Premises which are not disclosed potential adverse health, economic or other effects arising from, any magnetic, electrical or electromagnetic fields or other conditions caused by or emanating from any power lines, telephone lines, cables or other facilities, or any related devices or appurtenances, upon or in the Title Commitment ("New Title Exceptions"), Lessee shall have the right to notify Lessor within fifteen (15) days after the Approval Date that it objects to any such New Title Exceptions (a "Title Objection Notice"). In such event, Lessor shall have the right (but not the obligation) within thirty (30) days after receipt vicinity of the Title Objection NoticeProperty. EXCEPT FOR REPRESENTATIONS, in its discretion to either record or bond such New Title ExceptionWARRANTIES AND COVENANTS OF SELLER AS ARE EXPRESSLY SET FORTH IN THIS CONTRACT OR OTHERWISE PROVIDED IN THIS CONTRACT, or provide the necessary assurances to the title Lessee so that Lessee can obtain a title insurance policy which is not subject to any New Title Exceptions listed in Xxxxxx's Title Objection Notice INCLUDING, WITHOUT LIMITATION, THE OBLIGATIONS OF SELLER UNDER THE LOT DEVELOPMENT AGREEMENT AND THE OFFSITE INFRASTRUCTURE AGREEMENT, AND AND/OR EXPRESSLY SET FORTH IN THE CLOSING DOCUMENTS, SELLER SHALL NOT BE LIABLE TO PURCHASER FOR ANY CONSTRUCTION DEFECT, ERRORS, OMISSIONS, OR ON ACCOUNT OF SOILS CONDITIONS OR ANY OTHER CONDITION AFFECTING THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, THOSE MATTERS DESCRIBED ABOVE AND PURCHASER HEREBY FULLY RELEASES SELLER, ITS PARTNERS, EMPLOYEES, OFFICERS, DIRECTORS, REPRESENTATIVES, ATTORNEYS AND AGENTS (an "Acceptable Policy"). If Lessor is unable or unwilling to discharge or bond such New Title Exceptions or to cause an Acceptable Policy to be issued to Lessee within such thirty BUT NOT INCLUDING ANY THIRD PARTY PROFESSIONAL SERVICE PROVIDERS [E.G., ENGINEERS, ETC.], CONTRACTORS OR SIMILAR FIRMS OR PERSONS) FROM ANY AND ALL CLAIMS AGAINST ANY OF THEM FOR ANY COST, LOSS, LIABILITY, DAMAGE, EXPENSE, DEMAND, ACTION OR CAUSE OF ACTION (30INCLUDING, WITHOUT LIMITATION, ANY RIGHTS OF CONTRIBUTION) day period (which period shall be extended if same cannot with reasonable diligence be completed within thirty (30) days provided that Lessor is diligently seeking to discharge or bond such New Title Exceptions or to cause an Acceptable Policy to be issued to LesseeARISING FROM OR RELATED TO ANY CONSTRUCTION DEFECTS, but not beyond one hundred eighty (180) days after the date of Lessee's Title Objection Notice)ERRORS, then Lessee shall have the right within thirty (30) days after Xxxxxx's period to cure has expired to terminate this Agreement upon notice to LessorOMISSIONS, OR OTHER CONDITIONS AFFECTING THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, THOSE MATTERS DESCRIBED ABOVE AND INCLUDING ANY ALLEGED NEGLIGENCE OF SELLER.

AS-IS. Except for Seller’s Representations (aas defined in Section 11 hereof) Lessor and Seller’s performance of its obligations under this Contract, Purchaser acknowledges and agrees that it is purchasing the Property based on its own inspection and examination thereof, and Seller shall have no obligation sell and convey to perform any alterations Purchaser and Purchaser shall accept the property on an “AS IS, WHERE IS, WITH ALL FAULTS, LIABILITIES, AND DEFECTS, LATENT OR OTHERWISE, KNOWN OR UNKNOWN” basis in an “AS IS” physical condition and in an “AS IS” state of repair (subject to the Leased Premises to prepare the same for Xxxxxx's occupancy thereof. Upon execution of this Agreement, Lessee shall be irrevocably deemed to have (iFinished Lot Improvements obligation set forth in Section 5(a)(iii) accepted and be fully satisfied in all respects with, the Leased Premises, including, without limitation, the status of title shown on any title commitment issued to Lessee by a title Lessee prior to execution of this Agreement (the "Title Commitment"hereof), the environmental condition of the Leased Premises, and the property's value and zoning, (ii) decided to lease the Leased Premises solely on the basis of its own independent investigation, and (iii) accepted the Leased Premises in their present "as-is" condition. Except as expressly stated contained in this AgreementContract, Lessor has the special warranty deed to be delivered at each Closing and Seller’s Representations, to the extent not made, does not makeprohibited by law the Purchaser hereby waives, and has not authorized anyone else to make Seller disclaims all warranties of any representation as type or kind whatsoever with respect to the present or future status of titleProperty, the environmental condition, physical condition, value, leasing, operation, use, tax status, zoning, income and expenses or any other matter or thing pertaining to the Leased Premises, and Lessee acknowledges that except as expressly stated in this Agreement, that no such representation has been made and that in entering into this Agreement Lessee does not rely on any such representation. Lessor makes no warranty or representation, whether express or implied implied, direct or arising by operation of lawindirect, oral or written, including, without by way of description, but not limitation, any warranty those of condition, habitability, merchantability, or fitness for a particular purpose purpose, and use. Without limiting the generality of the Leased Premises. (b) In the event foregoing, Purchaser expressly acknowledges that, except as otherwise provided in this Contract, the Seller’s Representations, the special warranty deed to be delivered at each Closing, Seller makes no representations or warranties concerning, and hereby expressly disclaims any representations or warranties concerning the following: (i) The value, nature, quality or condition of the date that all required State approvals Property; (ii) Any restrictions related to development of the Property; (iii) The applicability of any governmental requirements; (iv) The suitability of the Property for any purpose whatsoever; (v) The presence in, on, under or about the Property of any Hazardous Material or any other condition of the Property which is actionable under any Environmental Law (as such terms are defined in this Agreement have been obtained Section 10; (vi) Compliance of the "Approval Date")Property or any operation thereon with the laws, there are rules, regulations or ordinances of any matters recorded against applicable governmental body; or (vii) The presence or absence of, or the Leased Premises which are not disclosed potential adverse health, economic or other effects arising from, any magnetic, electrical or electromagnetic fields or other conditions caused by or emanating from any power lines, telephone lines, cables or other facilities, or any related devices or appurtenances, upon or in the Title Commitment ("New Title Exceptions"), Lessee shall have the right to notify Lessor within fifteen (15) days after the Approval Date that it objects to any such New Title Exceptions (a "Title Objection Notice"). In such event, Lessor shall have the right (but not the obligation) within thirty (30) days after receipt vicinity of the Title Objection NoticeProperty. EXCEPT FOR REPRESENTATIONS, in its discretion to either record or bond such New Title ExceptionWARRANTIES AND COVENANTS OF SELLER AS ARE EXPRESSLY SET FORTH IN THIS CONTRACT OR OTHERWISE PROVIDED IN THIS CONTRACT AND/OR EXPRESSLY SET FORTH IN THE CLOSING DOCUMENTS, or provide the necessary assurances to the title Lessee so that Lessee can obtain a title insurance policy which is not subject to any New Title Exceptions listed in Xxxxxx's Title Objection Notice SELLER SHALL NOT BE LIABLE TO PURCHASER FOR ANY CONSTRUCTION DEFECT, ERRORS, OMISSIONS, OR ON ACCOUNT OF SOILS CONDITIONS OR ANY OTHER CONDITION AFFECTING THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, THOSE MATTERS DESCRIBED ABOVE AND PURCHASER AND ANYONE CLAIMING BY, THROUGH OR UNDER PURCHASER, HEREBY FULLY RELEASES SELLER, ITS PARTNERS, EMPLOYEES, OFFICERS, DIRECTORS, REPRESENTATIVES, ATTORNEYS AND AGENTS (an "Acceptable Policy"). If Lessor is unable or unwilling to discharge or bond such New Title Exceptions or to cause an Acceptable Policy to be issued to Lessee within such thirty BUT NOT INCLUDING ANY THIRD PARTY PROFESSIONAL SERVICE PROVIDERS [E.G., ENGINEERS, ETC.], CONTRACTORS OR SIMILAR FIRMS OR PERSONS) FROM ANY AND ALL CLAIMS AGAINST ANY OF THEM FOR ANY COST, LOSS, LIABILITY, DAMAGE, EXPENSE, DEMAND, ACTION OR CAUSE OF ACTION (30INCLUDING, WITHOUT LIMITATION, ANY RIGHTS OF CONTRIBUTION) day period (which period shall be extended if same cannot with reasonable diligence be completed within thirty (30) days provided that Lessor is diligently seeking to discharge or bond such New Title Exceptions or to cause an Acceptable Policy to be issued to LesseeARISING FROM OR RELATED TO ANY CONSTRUCTION DEFECTS, but not beyond one hundred eighty (180) days after the date of Lessee's Title Objection Notice)ERRORS, then Lessee shall have the right within thirty (30) days after Xxxxxx's period to cure has expired to terminate this Agreement upon notice to LessorOMISSIONS, OR OTHER CONDITIONS AFFECTING THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, THOSE MATTERS DESCRIBED ABOVE AND INCLUDING ANY ALLEGED NEGLIGENCE OF SELLER.

AS-IS. (a) Lessor shall have no obligation to perform any alterations to 6.2.1 PURCHASER ACKNOWLEDGES AND AGREES, AS A MATERIAL INDUCEMENT TO THE SELLER’S EXECUTION AND DELIVERY OF THIS AGREEMENT, THAT, EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, THE PROPERTY IS BEING PURCHASED AND SOLD “AS IS,” “WHERE IS,” AND “WITH ALL FAULTS.” 6.2.2 The Purchase Price and the Leased Premises to prepare terms and conditions set forth herein are the same for Xxxxxx's occupancy thereof. Upon execution result of arm’s-length bargaining between entities familiar with transactions of this kind, and the price, terms and conditions set forth in this Agreement reflect the fact that (except as otherwise expressly set forth in this Agreement) Purchaser is not relying upon any information provided by (or by any Person on behalf of) Seller or statements, Lessee shall be irrevocably deemed to have representations or warranties, express or implied, made by (ior by any Person on behalf of) accepted and be fully satisfied in all respects with, the Leased PremisesSeller, including, without limitation, relating to the status value of title shown on any title commitment issued to Lessee by a title Lessee prior to execution of this Agreement (the "Title Commitment")Property, the physical or environmental condition of the Leased PremisesProperty, and any state, federal, county or local law, ordinance, order or permit, or the property's value and zoningsuitability, (ii) decided compliance or lack of compliance of the Property with any regulation, or any other attribute of or matter relating to lease the Leased Premises solely on the basis of its own independent investigation, and (iii) accepted the Leased Premises in their present "as-is" conditionProperty. Except as otherwise expressly stated set forth in this Agreement, Lessor has Xxxxxxxxx agrees that Seller shall not madebe responsible or liable to Purchaser (a) for any defects, does not makeerrors or omissions in the Due Diligence Materials or (b) on account of any conditions affecting the Property. 6.2.3 Purchaser acknowledges and agrees that, and has not authorized anyone else to make any representation as to the present or future status of title, the environmental condition, physical condition, value, leasing, operation, use, tax status, zoning, income and expenses or any other matter or thing pertaining to the Leased Premises, and Lessee acknowledges that except as otherwise expressly stated set forth in this Agreement, that no such representation has been made, and no responsibility is assumed, by Seller with respect to the financial earning capacity of the Property, the continued occupancy of the Property or any part thereof or the occupancy of the Property at Closing. 6.2.4 Purchaser agrees and acknowledges that, except as expressly set forth in the Seller’s Representations, Seller makes no representations or warranties with respect to the Property (or any portion thereof), the operation, management and/or leasing of the Property or concerning any statements made or information delivered or made available to Purchaser (whether by Seller, any of its Affiliates or any agents, representatives, consultants or advisors of any of the foregoing, or any other Person) with respect to the Property (or any portion thereof) or the business of Seller, and all such representations and warranties are hereby expressly excluded and disclaimed. Purchaser further acknowledges and agrees that all materials, data and information delivered by Seller to Purchaser in connection with the transaction contemplated hereby are provided to Purchaser as a convenience only and that in entering into this Agreement Lessee does any reliance on or use of such materials, data or information by Purchaser shall be at the sole risk of Purchaser, except as otherwise expressly stated herein. Except as otherwise expressly provided herein, without limiting the generality of the foregoing provisions, Purchaser acknowledges and agrees that (a) any environmental or other report with respect to the Property which is delivered by Seller to Purchaser shall be for general informational purposes only, (b) Purchaser shall not have any right to rely on any such representation. Lessor makes report delivered by Seller to Purchaser (unless the environmental consultant subsequently provides a reliance letter to Purchaser, but in no warranty or representationevent shall Seller have any liability to Purchaser arising out of said reliance letter), express or implied or arising by operation of law, including, without limitation, any warranty of condition, habitability, merchantability, or fitness for a particular purpose but rather will rely on its own inspections and investigations of the Leased Premises. Property and any reports commissioned by Purchaser with respect thereto, and (bc) In the event that, as neither Seller nor any Affiliate of the date that all required State approvals of this Agreement have been obtained (the "Approval Date"), there are any matters recorded against the Leased Premises which are not disclosed in the Title Commitment ("New Title Exceptions"), Lessee Seller shall have the right any liability to notify Lessor within fifteen (15) days after the Approval Date that it objects to Purchaser for any inaccuracy in or omission from any such New Title Exceptions (a "Title Objection Notice"). In such event, Lessor shall have the right (but not the obligation) within thirty (30) days after receipt of the Title Objection Notice, in its discretion to either record or bond such New Title Exception, or provide the necessary assurances to the title Lessee so that Lessee can obtain a title insurance policy which is not subject to any New Title Exceptions listed in Xxxxxx's Title Objection Notice (an "Acceptable Policy"). If Lessor is unable or unwilling to discharge or bond such New Title Exceptions or to cause an Acceptable Policy to be issued to Lessee within such thirty (30) day period (which period shall be extended if same cannot with reasonable diligence be completed within thirty (30) days provided that Lessor is diligently seeking to discharge or bond such New Title Exceptions or to cause an Acceptable Policy to be issued to Lessee, but not beyond one hundred eighty (180) days after the date of Lessee's Title Objection Notice), then Lessee shall have the right within thirty (30) days after Xxxxxx's period to cure has expired to terminate this Agreement upon notice to Lessorreport.

AS-IS. (a) Lessor shall have no obligation to perform any alterations to Buyer acknowledges and agrees that as of the Leased Premises to prepare the same for Xxxxxx's occupancy thereof. Upon execution date of this Agreement, Lessee shall be irrevocably deemed Buyer has thoroughly examined the Leasehold Improvements, the public records and all governmental restrictions concerning the Leasehold Improvements and, in making this Agreement, except as otherwise expressly provided herein, is buying the Leasehold Improvements “AS IS” and is relying solely upon Buyer’s examinations with reference to have (i) accepted the condition, character, quality, appearance and environmental state of the Leasehold Improvements, and (ii) all zoning ordinances and regulations, local ordinances, use restrictions and other governmental controls, regulations and restrictions in force in respect of the Leasehold Improvements. Buyer further acknowledges that, except as otherwise expressly provided herein, Seller has not made and shall not be fully satisfied requested to make any express or implied warranties, whether oral or in all respects withwriting, with respect to the Leased Premisesforegoing or otherwise concerning the Leasehold Improvements Notwithstanding anything contained in this Section 10 to the contrary, including, without limitation, Buyer’s agreement to buy the status Leasehold Improvements “AS IS” is expressly contingent upon there being no material adverse change to the condition of title shown the Leasehold Improvements (as they exist on any title commitment issued to Lessee by a title Lessee prior to execution the date of this Agreement) between the date of this Agreement (and the "Title Commitment")date of the Closing. Prior to Closing, Buyer shall conduct a walk-through of the environmental Leasehold Improvements and notify Seller of any items it reasonably determines to be material adverse change(s) in the condition of the Leased Premises, and the property's value and zoning, (ii) decided to lease the Leased Premises solely on the basis of its own independent investigation, and (iii) accepted the Leased Premises in their present "as-is" conditionLeasehold Improvements. Except as expressly stated in this Agreement, Lessor has not made, does not make, and has not authorized anyone else to make any representation as to the present or future status of title, the environmental condition, physical condition, value, leasing, operation, use, tax status, zoning, income and expenses or any other matter or thing pertaining to the Leased Premises, and Lessee acknowledges that except as expressly stated in this Agreement, that no such representation has been made and that in entering into this Agreement Lessee does not rely on If Buyer identifies any such representation. Lessor makes no warranty or representation, express or implied or arising by operation of law, including, without limitation, any warranty of condition, habitability, merchantability, or fitness for a particular purpose of the Leased Premises. (b) In the event that, as of the date that all required State approvals of this Agreement have been obtained (the "Approval Date"material adverse change(s), there are any matters recorded against the Leased Premises which are not disclosed in the Title Commitment ("New Title Exceptions"), Lessee Buyer shall have the right to notify Lessor within fifteen postpone the Closing until such time as (15a) days after the Approval Date parties are able to agree upon an amount that it objects to any such New Title Exceptions (a "Title Objection Notice"). In such event, Lessor shall have accurately represents the right (but not reduction in the obligation) within thirty (30) days after receipt value of the Title Objection Notice, in its discretion to either record Leasehold Improvements or bond (b) Seller has repaired or remedied the condition(s) constituting such New Title Exception, or provide the necessary assurances to the title Lessee so that Lessee can obtain a title insurance policy which is not subject to any New Title Exceptions listed in Xxxxxx's Title Objection Notice (an "Acceptable Policy"material adverse change(s). If Lessor is unable or unwilling to discharge or bond such New Title Exceptions or to cause an Acceptable Policy to be issued to Lessee within such thirty (30) day period (which period shall be extended if same cannot with reasonable diligence be completed within thirty (30) days provided that Lessor is diligently seeking to discharge or bond such New Title Exceptions or to cause an Acceptable Policy to be issued to Lessee, but not beyond one hundred eighty (180) days after the date of Lessee's Title Objection Notice), then Lessee shall have the right within thirty (30) days after Xxxxxx's period to cure has expired to terminate this Agreement upon notice to Lessor.

AS-IS. Except for Seller’s Representations (aas defined in Section 11 hereof) Lessor shall have no obligation and Seller’s performance of its obligations under this Contract (including without limitation Seller’s obligations to perform any alterations to complete the Leased Premises to prepare Finished Lot Improvements as set forth in the same for Xxxxxx's occupancy thereof. Upon execution of this Agreement, Lessee shall be irrevocably deemed to have (iLot Development Agreement and Section 5(c)(iii) accepted and be fully satisfied in all respects with, the Leased Premises, including, without limitation, the status of title shown on any title commitment issued to Lessee by a title Lessee prior to execution of this Agreement (the "Title Commitment"hereof), Purchaser acknowledges and agrees that it is purchasing the environmental condition of the Leased PremisesProperty based on its own inspection and examination thereof, and Seller shall sell and convey to Purchaser and Purchaser shall accept the property's value property on an “AS IS, WHERE IS, WITH ALL FAULTS, LIABILITIES, AND DEFECTS, LATENT OR OTHERWISE, KNOWN OR UNKNOWN” basis in an “AS IS” physical condition and zoning, (ii) decided to lease the Leased Premises solely on the basis in an “AS IS” state of its own independent investigation, and (iii) accepted the Leased Premises in their present "as-is" conditionrepair. Except as expressly stated contained in this AgreementContract, Lessor has the special warranty deed to be delivered at each Closing and Seller’s Representations, to the extent not made, does not makeprohibited by law the Purchaser hereby waives, and has not authorized anyone else to make Seller disclaims all warranties of any representation as type or kind whatsoever with respect to the present or future status of titleProperty, the environmental condition, physical condition, value, leasing, operation, use, tax status, zoning, income and expenses or any other matter or thing pertaining to the Leased Premises, and Lessee acknowledges that except as expressly stated in this Agreement, that no such representation has been made and that in entering into this Agreement Lessee does not rely on any such representation. Lessor makes no warranty or representation, whether express or implied implied, direct or arising by operation of lawindirect, oral or written, including, without by way of description, but not limitation, any warranty those of condition, habitability, merchantability, or fitness for a particular purpose purpose, and use. Without limiting the generality of the Leased Premises. (b) In the event foregoing, Purchaser expressly acknowledges that, except as otherwise provided in this Contract, the Seller’s Representations, the special warranty deed to be delivered at each Closing, Seller makes no representations or warranties concerning, and hereby expressly disclaims any representations or warranties concerning the following: (i) The value, nature, quality or condition of the date that all required State approvals Property; (ii) Any restrictions related to development of the Property; (iii) The applicability of any governmental requirements; (iv) The suitability of the Property for any purpose whatsoever; (v) The presence in, on, under or about the Property of any Hazardous Material or any other condition of the Property which is actionable under any Environmental Law (as such terms are defined in this Agreement have been obtained Section 10; (vi) Compliance of the "Approval Date")Property or any operation thereon with the laws, there are rules, regulations or ordinances of any matters recorded against applicable governmental body; or (vii) The presence or absence of, or the Leased Premises which are not disclosed potential adverse health, economic or other effects arising from, any magnetic, electrical or electromagnetic fields or other conditions caused by or emanating from any power lines, telephone lines, cables or other facilities, or any related devices or appurtenances, upon or in the Title Commitment ("New Title Exceptions"), Lessee shall have the right to notify Lessor within fifteen (15) days after the Approval Date that it objects to any such New Title Exceptions (a "Title Objection Notice"). In such event, Lessor shall have the right (but not the obligation) within thirty (30) days after receipt vicinity of the Title Objection NoticeProperty. EXCEPT FOR REPRESENTATIONS, in its discretion to either record or bond such New Title ExceptionWARRANTIES AND COVENANTS OF SELLER AS ARE EXPRESSLY SET FORTH IN THIS CONTRACT OR OTHERWISE PROVIDED IN THIS CONTRACT AND/OR EXPRESSLY SET FORTH IN THE CLOSING DOCUMENTS, or provide the necessary assurances to the title Lessee so that Lessee can obtain a title insurance policy which is not subject to any New Title Exceptions listed in Xxxxxx's Title Objection Notice INCLUDING, WITHOUT LIMITATION, THE OBLIGATIONS OF SELLER UNDER THE LOT DEVELOPMENT AGREEMENT, SELLER SHALL NOT BE LIABLE TO PURCHASER FOR ANY CONSTRUCTION DEFECT, ERRORS, OMISSIONS, OR ON ACCOUNT OF SOILS CONDITIONS OR ANY OTHER CONDITION AFFECTING THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, THOSE MATTERS DESCRIBED ABOVE AND PURCHASER AND ANYONE CLAIMING BY, THROUGH OR UNDER PURCHASER, HEREBY FULLY RELEASES SELLER, ITS PARTNERS, EMPLOYEES, OFFICERS, DIRECTORS, REPRESENTATIVES, ATTORNEYS AND AGENTS (an "Acceptable Policy"). If Lessor is unable or unwilling to discharge or bond such New Title Exceptions or to cause an Acceptable Policy to be issued to Lessee within such thirty BUT NOT INCLUDING ANY THIRD PARTY PROFESSIONAL SERVICE PROVIDERS [E.G., ENGINEERS, ETC.], CONTRACTORS OR SIMILAR FIRMS OR PERSONS) FROM ANY AND ALL CLAIMS AGAINST ANY OF THEM FOR ANY COST, LOSS, LIABILITY, DAMAGE, EXPENSE, DEMAND, ACTION OR CAUSE OF ACTION (30INCLUDING, WITHOUT LIMITATION, ANY RIGHTS OF CONTRIBUTION) day period (which period shall be extended if same cannot with reasonable diligence be completed within thirty (30) days provided that Lessor is diligently seeking to discharge or bond such New Title Exceptions or to cause an Acceptable Policy to be issued to LesseeARISING FROM OR RELATED TO ANY CONSTRUCTION DEFECTS, but not beyond one hundred eighty (180) days after the date of Lessee's Title Objection Notice)ERRORS, then Lessee shall have the right within thirty (30) days after Xxxxxx's period to cure has expired to terminate this Agreement upon notice to LessorOMISSIONS, OR OTHER CONDITIONS AFFECTING THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, THOSE MATTERS DESCRIBED ABOVE AND INCLUDING ANY ALLEGED NEGLIGENCE OF SELLER.

AS-IS. Except for Seller’s Representations (aas defined in Section 11 hereof) Lessor and Seller’s performance of its obligations under this Contract, Purchaser acknowledges and agrees that it is purchasing the Property based on its own inspection and examination thereof, and Seller shall have no obligation sell and convey to perform any alterations Purchaser and Purchaser shall accept the property on an “AS IS, WHERE IS, WITH ALL FAULTS, LIABILITIES, AND DEFECTS, LATENT OR OTHERWISE, KNOWN OR UNKNOWN” basis in an "AS IS" physical condition and in an "AS IS" state of repair (subject to the Leased Premises to prepare the same for Xxxxxx's occupancy thereof. Upon execution of this Agreement, Lessee shall be irrevocably deemed to have Finished Lot Improvements obligation set forth in Section (iiv) accepted and be fully satisfied in all respects with, the Leased Premises, including, without limitation, the status of title shown on any title commitment issued to Lessee by a title Lessee prior to execution of this Agreement (the "Title Commitment"hereof), the environmental condition of the Leased Premises, and the property's value and zoning, (ii) decided to lease the Leased Premises solely on the basis of its own independent investigation, and (iii) accepted the Leased Premises in their present "as-is" condition. Except as expressly stated contained in this AgreementContract, Lessor has the special warranty deed to be delivered at each Closing and Seller’s Representations, to the extent not made, does not makeprohibited by law the Purchaser hereby waives, and has not authorized anyone else to make Seller disclaims all warranties of any representation as type or kind whatsoever with respect to the present or future status of titleProperty, the environmental condition, physical condition, value, leasing, operation, use, tax status, zoning, income and expenses or any other matter or thing pertaining to the Leased Premises, and Lessee acknowledges that except as expressly stated in this Agreement, that no such representation has been made and that in entering into this Agreement Lessee does not rely on any such representation. Lessor makes no warranty or representation, whether express or implied implied, direct or arising by operation of lawindirect, oral or written, including, without by way of description, but not limitation, any warranty those of condition, habitability, merchantability, or fitness for a particular purpose purpose, and use. Without limiting the generality of the Leased Premises. (b) In the event foregoing, Purchaser expressly acknowledges that, except as otherwise provided in this Contract, the Seller’s Representations, the special warranty deed to be delivered at each Closing, Seller makes no representations or warranties concerning, and hereby expressly disclaims any representations or warranties concerning the following: (i) The value, nature, quality or condition of the date that all required State approvals Property; (ii) Any restrictions related to development of the Property; (iii) The applicability of any governmental requirements; (iv) The suitability of the Property for any purpose whatsoever; (v) The presence in, on, under or about the Property of any Hazardous Material or any other condition of the Property which is actionable under any Environmental Law (as such terms are defined in this Agreement have been obtained Section 10; (vi) Compliance of the "Approval Date")Property or any operation thereon with the laws, there are rules, regulations or ordinances of any matters recorded against applicable governmental body; or (vii) The presence or absence of, or the Leased Premises which are not disclosed potential adverse health, economic or other effects arising from, any magnetic, electrical or electromagnetic fields or other conditions caused by or emanating from any power lines, telephone lines, cables or other facilities, or any related devices or appurtenances, upon or in the Title Commitment ("New Title Exceptions"), Lessee shall have the right to notify Lessor within fifteen (15) days after the Approval Date that it objects to any such New Title Exceptions (a "Title Objection Notice"). In such event, Lessor shall have the right (but not the obligation) within thirty (30) days after receipt vicinity of the Title Objection NoticeProperty. EXCEPT FOR REPRESENTATIONS, in its discretion to either record or bond such New Title ExceptionWARRANTIES AND COVENANTS OF SELLER AS ARE EXPRESSLY SET FORTH IN THIS CONTRACT OR OTHERWISE PROVIDED IN THIS CONTRACT AND/OR EXPRESSLY SET FORTH IN THE CLOSING DOCUMENTS, or provide the necessary assurances to the title Lessee so that Lessee can obtain a title insurance policy which is not subject to any New Title Exceptions listed in Xxxxxx's Title Objection Notice SELLER SHALL NOT BE LIABLE TO PURCHASER FOR ANY CONSTRUCTION DEFECT, ERRORS, OMISSIONS, OR ON ACCOUNT OF SOILS CONDITIONS OR ANY OTHER CONDITION AFFECTING THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, THOSE MATTERS DESCRIBED ABOVE AND PURCHASER AND ANYONE CLAIMING BY, THROUGH OR UNDER PURCHASER, HEREBY FULLY RELEASES SELLER, ITS PARTNERS, EMPLOYEES, OFFICERS, DIRECTORS, REPRESENTATIVES, ATTORNEYS AND AGENTS (an "Acceptable Policy"). If Lessor is unable or unwilling to discharge or bond such New Title Exceptions or to cause an Acceptable Policy to be issued to Lessee within such thirty BUT NOT INCLUDING ANY THIRD PARTY PROFESSIONAL SERVICE PROVIDERS [E.G., ENGINEERS, ETC.], CONTRACTORS OR SIMILAR FIRMS OR PERSONS) FROM ANY AND ALL CLAIMS AGAINST ANY OF THEM FOR ANY COST, LOSS, LIABILITY, DAMAGE, EXPENSE, DEMAND, ACTION OR CAUSE OF ACTION (30INCLUDING, WITHOUT LIMITATION, ANY RIGHTS OF CONTRIBUTION) day period (which period shall be extended if same cannot with reasonable diligence be completed within thirty (30) days provided that Lessor is diligently seeking to discharge or bond such New Title Exceptions or to cause an Acceptable Policy to be issued to LesseeARISING FROM OR RELATED TO ANY CONSTRUCTION DEFECTS, but not beyond one hundred eighty (180) days after the date of Lessee's Title Objection Notice)ERRORS, then Lessee shall have the right within thirty (30) days after Xxxxxx's period to cure has expired to terminate this Agreement upon notice to LessorOMISSIONS, OR OTHER CONDITIONS AFFECTING THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, THOSE MATTERS DESCRIBED ABOVE AND INCLUDING ANY ALLEGED NEGLIGENCE OF SELLER.

AS-IS. 5.1 Except as expressly set forth in this Agreement to the contrary, Purchaser is expressly purchasing the Property in its existing condition “AS IS, WHERE IS, AND WITH ALL FAULTS” with respect to all facts, circumstances, conditions and defects, and, Seller has no obligation to determine or correct any such facts, circumstances, conditions or defects or to compensate Purchaser for same. Subject to the terms hereof, Seller has specifically bargained for the assumption by Purchaser of all responsibility to investigate the Property, Laws and Regulations, Rights, Facts, Leases, Service Contracts, Violations, Employees (as hereinafter defined) and Union Contract (as hereinafter defined) and of all risk of adverse conditions and has structured the Purchase Price and other terms of this Agreement in consideration thereof. Purchaser has undertaken all such investigations of the Property, Laws and Regulations, Rights, Facts, Leases, Service Contracts, Violations, Employees and Union Contracts as Purchaser deems necessary or appropriate under the circumstances as to the status of the Property and based upon same and the terms hereof, Purchaser is and will be relying strictly and solely upon such inspections and examinations and the advice and counsel of its own consultants, agents, legal counsel and officers. Purchaser is and will be fully satisfied that the Purchase Price is fair and adequate consideration for the Property and, by reason of all the foregoing, Purchaser assumes the full risk of any loss or damage (subject to Section 11 below) occasioned by any fact, circumstance, condition or defect pertaining to the Property, subject to Purchaser’s rights expressly set forth herein in the event of a breach of any representation or warranty of Seller expressly set forth in this Agreement. 5.2 Except as expressly set forth in this Agreement to the contrary, Seller hereby disclaims all warranties of any kind or nature whatsoever (including, without limitation, warranties of habitability and fitness for particular purposes), whether expressed or implied including, without limitation warranties with respect to the Property. Except as is expressly set forth in this Agreement to the contrary, Purchaser acknowledges that it is not relying upon any representation of any kind or nature made by Seller, or Broker (as hereinafter defined), or any of their respective direct or indirect members, partners, shareholders, officers, directors, employees or agents (collectively, the “Seller Related Parties”) with respect to the Property, and that, in fact, except as expressly set forth in this Agreement to the contrary, no such representations were made. To the extent required to be operative, the disclaimers and warranties contained herein are “conspicuous” disclaimers for purposes of any applicable law, rule, regulation or order. 5.3 Seller makes no warranty with respect to the presence of Hazardous Materials on, above or beneath the Land (or any parcel in proximity thereto) or in any water on or under the Property. The Closing hereunder shall be deemed to constitute an express waiver of Purchaser’s right to cause Seller to be joined in any action brought under any Environmental Laws (as hereinafter defined). As used herein, the term “Hazardous Materials” shall mean (a) Lessor those substances included within the definitions of any one or more of the terms “hazardous materials”, “hazardous wastes”, “hazardous substances”, “industrial wastes”, and “toxic pollutants”, as such terms are defined under the Environmental Laws, or any of them, (b) petroleum and petroleum products, including, without limitation, crude oil and any fractions thereof, (c) natural gas, synthetic gas and any mixtures thereof, (d) asbestos and or any material which contains any hydrated mineral silicate, including, without limitation, chrysotile, amosite, crocidolite, tremolite, anthophylite and/or actinolite, whether friable or non-friable, (e) polychlorinated biphenyl (“PCBs”) or PCB-containing materials or fluids, (f) radon, (g) any other hazardous or radioactive substance, material, pollutant, contaminant or waste, and (h) any other substance with respect to which any Environmental Law or governmental authority requires environmental investigation, monitoring or remediation. As used herein, the term “Environmental Laws” shall have no obligation mean all federal, state and local laws, statutes, ordinances and regulations, now or hereafter in effect, in each case as amended or supplemented from time to perform any alterations time, including, without limitation, all applicable judicial or administrative orders, applicable consent decrees and binding judgments relating to the Leased Premises to prepare the same for Xxxxxx's occupancy thereof. Upon execution regulation and protection of this Agreementhuman health, Lessee shall be irrevocably deemed to have (i) accepted and be fully satisfied in all respects withsafety, the Leased Premisesenvironment and natural resources (including, without limitation, ambient air, surface, water, groundwater, wetlands, land surface or subsurface strata, wildlife, aquatic species and vegetation), including, without limitation, the status Comprehensive Environmental Response, Compensation and Liability Act of title shown on any title commitment issued to Lessee by a title Lessee prior to execution of this Agreement 1980, as amended (the "Title Commitment"42 U.S.C. §§ 9601 et seq.), the environmental condition Hazardous Material Transportation Act, as amended (49 U.S.C. §§ 1801 et seq.), the Federal Insecticide, Fungicide, and Rodenticide Act, as amended (7 U.S.C. §§ 136 et seq.), the Resource Conservation and Recovery Act, as amended (42 U.S.C. §§ 6901 et seq.), the Toxic Substances Control Act, as amended (15 U.S.C. §§ 2601 et seq.), the Clean Air Act, as amended (42 U.S.C. §§ 7401 et seq.), the Federal Water Pollution Control Act, as amended (33 U.S.C. §§ 1251 et seq.), the Occupational Safety and Health Act, as amended (29 U.S.C. §§ 651 et seq.), the Safe Drinking Water Act, as amended (42 U.S.C. §§ 300f et seq.), any state or local counterpart or equivalent of any of the Leased Premisesforegoing, and the property's value and zoningany federal, (ii) decided to lease the Leased Premises solely on the basis state or local transfer of its own independent investigation, and (iii) accepted the Leased Premises in their present "as-is" condition. Except as expressly stated in this Agreement, Lessor has not made, does not make, and has not authorized anyone else to make any representation as to the present ownership notification or future status of title, the environmental condition, physical condition, value, leasing, operation, use, tax status, zoning, income and expenses or any other matter or thing pertaining to the Leased Premises, and Lessee acknowledges that except as expressly stated in this Agreement, that no such representation has been made and that in entering into this Agreement Lessee does not rely on any such representation. Lessor makes no warranty or representation, express or implied or arising by operation of law, including, without limitation, any warranty of condition, habitability, merchantability, or fitness for a particular purpose of the Leased Premisesapproval statutes. (b) In the event that, as of the date that all required State approvals of this Agreement have been obtained (the "Approval Date"), there are any matters recorded against the Leased Premises which are not disclosed in the Title Commitment ("New Title Exceptions"), Lessee shall have the right to notify Lessor within fifteen (15) days after the Approval Date that it objects to any such New Title Exceptions (a "Title Objection Notice"). In such event, Lessor shall have the right (but not the obligation) within thirty (30) days after receipt of the Title Objection Notice, in its discretion to either record or bond such New Title Exception, or provide the necessary assurances to the title Lessee so that Lessee can obtain a title insurance policy which is not subject to any New Title Exceptions listed in Xxxxxx's Title Objection Notice (an "Acceptable Policy"). If Lessor is unable or unwilling to discharge or bond such New Title Exceptions or to cause an Acceptable Policy to be issued to Lessee within such thirty (30) day period (which period shall be extended if same cannot with reasonable diligence be completed within thirty (30) days provided that Lessor is diligently seeking to discharge or bond such New Title Exceptions or to cause an Acceptable Policy to be issued to Lessee, but not beyond one hundred eighty (180) days after the date of Lessee's Title Objection Notice), then Lessee shall have the right within thirty (30) days after Xxxxxx's period to cure has expired to terminate this Agreement upon notice to Lessor.

AS-IS. (a) Lessor shall have no obligation to perform any alterations to the Leased Premises to prepare the same for Xxxxxx's occupancy thereof. Upon execution of Except as specifically set forth in this Agreement, Lessee shall be irrevocably deemed to have (i) accepted and be fully satisfied in all respects with, the Leased Premises, including, without limitation, the status of title shown on any title commitment issued to Lessee by a title Lessee prior to execution of this Agreement (the "Title Commitment"), the environmental condition sale of the Leased PremisesProperty hereunder is and will be made on an "AS IS" BASIS, IN ITS PRESENT CONDITION, WITH ALL FAULTS, IF ANY, AND EXCEPT AS EXPRESSLY SET FORTH HEREIN, WITHOUT ANY WARRANTY OF ANY KIND OR NATURE, EXPRESS, IMPLIED OR OTHERWISE. Purchaser acknowledges that Purchaser will examine, review and inspect all matters which in Purchaser's judgment bear upon the property's Property and its value and zoningsuitability for Purchaser's purposes. Except as to matters specifically set forth in this Agreement, (ii) decided to lease Purchaser will acquire the Leased Premises Property solely on the basis of its own independent investigationphysical and financial examinations, reviews and (iii) accepted the Leased Premises in their present "as-is" conditioninspections. Except as expressly stated set forth in this Agreement, Lessor Purchaser acknowledges that neither Seller nor anyone on behalf of Seller has made any representations, statements or warranties regarding the Property, including the physical condition of the Property, the location of the Property in any Natural Hazards Area, the value, nature or quality of the Property, the soil, water or geology relating to the Property, any income to be derived from the Property, the suitability of the Property for any activities or uses which Purchaser may wish to conduct, compliance of the Property with any law, ordinance, rule, or regulation, or the status of any permits or approvals relating to or required in connection with the Property or any other matters. Except as expressly set forth in this Agreement, to the extent Seller has made or in the future makes any information regarding any aspect of the Property available to Purchaser, including the Property Documents and the Natural Hazard Disclosure Statement, Seller has done or will be doing so only as an accommodation to Purchaser. Seller has not made, does and is not makemaking, and has shall not authorized anyone else to make any representation as to the present or future status of title, the environmental condition, physical condition, value, leasing, operation, use, tax status, zoning, income and expenses or any other matter or thing pertaining to the Leased Premises, and Lessee acknowledges that except as expressly stated in this Agreement, that no such representation has been made and that in entering into this Agreement Lessee does not rely on any such representation. Lessor makes no warranty or representation, express or implied or arising by operation of law, including, without limitation, any warranty of conditionany nature concerning the accuracy or completeness of Seller's files or concerning the authenticity, habitabilitysource, merchantabilityaccuracy or completeness of any information contained in them or furnished or to be furnished to Purchaser. No latent or other defect affecting the Property in any way, whether or fitness for a particular purpose of not known by Purchaser or discoverable or hereafter discovered, shall after the Leased Premises. (b) In the event that, as of the date that all required State approvals of this Agreement have been obtained (the "Approval Date"), there are any matters recorded against the Leased Premises which are not disclosed in the Title Commitment ("New Title Exceptions"), Lessee shall have the Due Diligence Period affect Purchaser's right to notify Lessor within fifteen (15) days after obtain a refund of Purchaser's Deposit or its obligation to purchase the Approval Date that it objects Property, nor shall give rise to any such New Title Exceptions (a "Title Objection Notice"). In such eventright of damages, Lessor shall have the right (but not the obligation) within thirty (30) days after receipt of the Title Objection Notice, in its discretion to either record recision or bond such New Title Exception, or provide the necessary assurances to the title Lessee so that Lessee can obtain a title insurance policy which is not subject to any New Title Exceptions listed in Xxxxxx's Title Objection Notice (an "Acceptable Policy"). If Lessor is unable or unwilling to discharge or bond such New Title Exceptions or to cause an Acceptable Policy to be issued to Lessee within such thirty (30) day period (which period shall be extended if same cannot with reasonable diligence be completed within thirty (30) days provided that Lessor is diligently seeking to discharge or bond such New Title Exceptions or to cause an Acceptable Policy to be issued to Lessee, but not beyond one hundred eighty (180) days after the date of Lessee's Title Objection Notice), then Lessee shall have the right within thirty (30) days after Xxxxxx's period to cure has expired to terminate this Agreement upon notice to Lessorotherwise against Seller.

AS-IS. (a) Lessor shall have no obligation to perform any alterations to Purchaser has or will inspect the Leased Premises to prepare the same for Xxxxxx's occupancy thereof. Upon execution of this AgreementProperty and is familiar, Lessee shall be irrevocably deemed to have (i) accepted and be fully satisfied in all respects or will become familiar with, the Leased Premises, including, without limitation, the status of title shown on any title commitment issued to Lessee by a title Lessee prior to execution of this Agreement (the "Title Commitment"), the environmental physical condition of the Leased Premises, and the property's value and zoning, (ii) decided to lease the Leased Premises solely on the basis of its own independent investigation, and (iii) accepted the Leased Premises in their present "as-is" conditionthereof. Except as for any representations and warranties which are expressly stated made by the Seller in Section 28(a) or elsewhere in this Agreement, Lessor and except for any covenants, representations or warranties made by Seller in any of the documents or instruments executed and/or delivered by Seller at Closing (collectively, “Seller’s Express Warranties”), Seller has not made, made and does not make, and has not authorized anyone else to make any representation representations or warranties as to the present or future status of title, the environmental condition, physical condition, valueoperational status, leasingquality of construction of any improvements, expenses, operation, usemaintenance, tax statusprofits, zoningrents, income and expenses loss or use to which the Property or any part thereof may be put, or any other matter or thing affecting or pertaining to the Leased PremisesProperty, and Lessee Purchaser expressly acknowledges and agrees at Closing to take the same “AS-IS”, “WHERE IS” and “WITH ALL FAULTS” as of the Closing Date. It is understood and agreed that except as expressly stated in this Agreement, that no such representation has been made all understandings and that in entering agreements heretofore had between the parties are merged into this Agreement Lessee does and that neither party is relying upon any statements or representations not embodied in this Agreement made by the other and Purchaser hereby expressly acknowledges that it has not relied upon any information or other statements or representations with respect to the Property. Any such statements or other communications between Seller and Purchaser with respect to the Property which is the subject matter hereof other than Seller’s Express Warranties have been received by Purchaser solely for its own convenience, and Purchaser acknowledges that it has not and will not rely on any such representationthereon. Lessor makes Purchaser acknowledges that Seller has afforded or will afford Purchaser the opportunity for a full and complete investigation, examination and inspection of the Property and all matters and items relating thereto or connected therewith. There are no warranty or representation, express or implied or arising by operation warranties given to Purchaser with respect to the construction of lawany improvements comprising the Property, including, without limitation, and Seller does hereby disclaim any warranty and all warranties of condition, habitability, merchantability, or merchantability and fitness for a particular purpose of from Seller to Purchaser with regard to the Leased Premises. (b) In the event that, as of the date that all required State approvals improvements included in this sale. The provisions of this Agreement have been obtained (section shall survive the "Approval Date"), there are any matters recorded against the Leased Premises which are not disclosed in the Title Commitment ("New Title Exceptions"), Lessee shall have the right to notify Lessor within fifteen (15) days after the Approval Date that it objects to any such New Title Exceptions (a "Title Objection Notice"). In such event, Lessor shall have the right (but not the obligation) within thirty (30) days after receipt of the Title Objection Notice, in its discretion to either record or bond such New Title Exception, or provide the necessary assurances to the title Lessee so that Lessee can obtain a title insurance policy which is not subject to any New Title Exceptions listed in Xxxxxx's Title Objection Notice (an "Acceptable Policy"). If Lessor is unable or unwilling to discharge or bond such New Title Exceptions or to cause an Acceptable Policy to be issued to Lessee within such thirty (30) day period (which period shall be extended if same cannot with reasonable diligence be completed within thirty (30) days provided that Lessor is diligently seeking to discharge or bond such New Title Exceptions or to cause an Acceptable Policy to be issued to Lessee, but not beyond one hundred eighty (180) days after the date of Lessee's Title Objection Notice), then Lessee shall have the right within thirty (30) days after Xxxxxx's period to cure has expired to terminate this Agreement upon notice to LessorClosing.

AS-IS. (a) Lessor 3.1 Except as expressly provided in this Sublease, Subtenant agrees to take the same broom clean and "as is" in its condition on the respective Sublease Commencement Dates with the understanding that, except as provided in Section 5.8 hereof, there shall have be no obligation on the part of Sublandlord to perform incur any alterations to other expense whatsoever in connection with the Leased preparation of the Subleased Premises to prepare the same for XxxxxxSubtenant's occupancy thereof. Upon execution of this Agreement, Lessee shall be irrevocably deemed to Neither Sublandlord nor Sublandlord's agents or other representatives have (i) accepted and be fully satisfied in all respects with, the Leased Premises, including, without limitation, the status of title shown on any title commitment issued to Lessee by a title Lessee prior to execution of this Agreement (the "Title Commitment"), the environmental condition of the Leased Premises, and the property's value and zoning, (ii) decided to lease the Leased Premises solely on the basis of its own independent investigation, and (iii) accepted the Leased Premises in their present "as-is" condition. Except as expressly stated in this Agreement, Lessor has not made, does not makenor has Subtenant relied upon, and has not authorized anyone else to make any representation as representations, warranties, or promises, express or implied, with respect to the present Subleased Premises or future status of titlethe equipment and improvements therein situated or serving the same or the physical condition thereof or Overlandlord's title thereto, the environmental condition, physical condition, value, leasing, operation, use, tax status, zoning, income and expenses or compliance with laws or governmental regulations with respect thereto or with respect to any other matter or thing pertaining relating to the Leased Premises, and Lessee acknowledges that except as expressly stated in this Agreement, that no such representation has been made and that in entering into this Agreement Lessee does not rely on any such representation. Lessor makes no warranty or representation, express or implied or arising by operation of law, including, without limitation, any warranty of condition, habitability, merchantability, or fitness for a particular purpose of the Leased Subleased Premises. (b) In the event that3.2 Sublandlord hereby transfers to Subtenant, as of the date that respective Sublease Commencement Dates, all required State approvals of this Agreement have been obtained Sublandlord's right, title and interest in and to the existing (i) improvements in the Premises consisting of all ceilings, floors, partitions, duct work, wall and floor coverings, cabinetry and all other tenant improvements ("Tenant Improvements"), and (ii) 8furniture, fixtures and equipment located in the Subleased Premises on the respective Sublease Commencement Dates substantially as shown on the inventory annexed as Exhibit D hereto and made a part hereof (the "Approval Date"), there are any matters recorded against the Leased Premises which are not disclosed in the Title Commitment ("New Title Exceptions"), Lessee shall have the right to notify Lessor within fifteen (15) days after the Approval Date that it objects to any such New Title Exceptions (a "Title Objection NoticeFF&E"). In Such Tenant Improvements and FF&E shall be left by Sublandlord in the Subleased Premises on the respective Sublease Commencement Dates in their "as is" "where is" condition. The parties (a) acknowledge that the Tenant Improvements and FF&E have an inherent value to Subtenant of One Million Eight Hundred Thousand ($1,800,000.00) Dollars, based upon the inherent valuation letter dated November 10, 2006 as estimated by Total Site Solutions, which inherent value is a material inducement for Subtenant to enter into this Sublease, and (b) have accordingly attributed $360,000.00 per year of such event, Lessor shall have amount to the right (but not the obligation) within thirty (30) days after receipt Sublease Rent payable by Subtenant to Sublandlord during each year of the Title Objection NoticeSublease Term (which annual attribution is already reflected in the amount of annual Sublease Rent due and payable as set forth elsewhere in this Sublease). 10Sublandlord makes no representations or warranties, express or implied, regarding the condition of such Tenant Improvements and 11FF&E. Upon the expiration or earlier termination of this Sublease, Subtenant shall remove the FF&E from the Subleased Premises.12, but the Tenant Improvements shall remain in its discretion to either record the Subleased Premises and shall not be removed by Subtenant, except as otherwise required under this Sublease. Subtenant shall be responsible for, and shall indemnify Sublandlord against, the payment of any sales or bond such New Title Exception, or provide the necessary assurances other taxes which may arise due to the title Lessee so that Lessee can obtain a title insurance policy which is not subject to any New Title Exceptions listed in Xxxxxx's Title Objection Notice (an "Acceptable Policy"). If Lessor is unable or unwilling to discharge or bond such New Title Exceptions or to cause an Acceptable Policy to be issued to Lessee within such thirty (30) day period (which period shall be extended if same cannot with reasonable diligence be completed within thirty (30) days provided that Lessor is diligently seeking to discharge or bond such New Title Exceptions or to cause an Acceptable Policy to be issued to Lessee, but not beyond one hundred eighty (180) days after transfer of the date of Lessee's Title Objection Notice), then Lessee shall have the right within thirty (30) days after Xxxxxx's period to cure has expired to terminate this Agreement upon notice to LessorTenant Improvements and FF&E hereunder.

AS-IS. (a) Lessor shall have no obligation As a material inducement to perform and part consideration for the execution and delivery of this Agreement by Seller and the performance by Seller of its duties and obligations hereunder, and notwithstanding any alterations to the Leased Premises to prepare the same for Xxxxxx's occupancy thereof. Upon execution contrary term or provision of this Agreement, Lessee shall be irrevocably deemed Buyer does hereby expressly acknowledge, represent, warrant and agree, to have and with Seller, that, except as otherwise expressly provided in Section 13.1 above: (i) accepted and be fully satisfied Buyer is purchasing the Property in its “as is, where is” condition, with all respects withfaults, the Leased Premises, including, without limitation, the status of title shown on any title commitment issued to Lessee by a title Lessee prior to execution of this Agreement (the "Title Commitment"), the environmental condition as of the Leased PremisesClose of Escrow with respect to any and all known or unknown facts, circumstances, conditions and defects, and without any warranties, representations or guaranties, either express or implied, oral or written, of any kind, nature or type whatsoever from or on behalf of Seller or anyone purporting to act on behalf of or for or at the property's direction of Seller, including any warranty of condition, merchantability, habitability or fitness for a particular use or purpose or the value, accuracy of information, marketability, prospects for future development, use or occupancy or matters affecting same, and Buyer hereby waives any such implied warranties or representations relating to the Property, or any other matter affecting the Property, including the value and zoning, of the Property or future income or expenses for the Property; (ii) decided to lease the Leased Premises solely on the basis of its own independent investigation, and (iii) accepted the Leased Premises in their present "as-is" condition. Except except as expressly stated contemplated in this Agreement, Lessor Seller has not madeno obligation to repair or correct any such facts, does not makecircumstances, conditions or defects concerning the Property or compensate Buyer for same; (iii) Buyer has heretofore undertaken and will as of the Close of Escrow have made all inquiries and investigations regarding the Property and all matters relating thereto as Buyer deems necessary or appropriate under the circumstances, and has that based upon the same, Buyer will be relying strictly and solely upon such inquiries and the advice and counsel of its own agents and not authorized anyone else to make on any representation as information or material supplied by or on behalf of Seller, and Buyer is and will be fully satisfied that the Purchase Price is fair and adequate consideration for the Property; and (iv) by reason of all the foregoing, Buyer shall assume the full risk of any loss or damage occasioned by any fact, circumstance, condition or defect pertaining to the present condition or future status use of titleall or any part of the Property whether known or unknown. The Purchase Price and other terms and conditions contained in this Agreement are the result of arm’s-length negotiations between sophisticated parties experienced in transactions of this kind, and the environmental conditionPurchase Price and other terms and conditions contained in this Agreement take into account the fact that Buyer is not entitled to rely on any information provided by Seller, physical conditionany of its agents, value, leasing, operation, use, tax status, zoning, income and expenses or any other matter person acting for or thing pertaining to the Leased Premiseson behalf of Seller, and Lessee acknowledges that except as expressly stated set forth in this AgreementSection 13.1 above. All information, that no whether written or oral, previously, now, or hereafter made available to Buyer by Seller, its agents, or any other person acting for or on behalf of Seller, whether in the form of appraisals, market studies, projections, brochures, maps, surveys, soil reports, engineering studies, environmental studies, inspection reports, plans and specifications, and all other Due Diligence Materials have been or will be furnished by Seller to Buyer solely as an accommodation, and neither Seller nor its agents have verified the accuracy of such representation has been made information or the qualifications of the persons preparing such information, and that Buyer is not relying on, and shall not be entitled to rely on such information in entering into this Agreement Lessee and completing its purchase of the Property pursuant to this Agreement, except as expressly set forth in Section 13.1 above. Buyer acknowledges that to the extent Buyer does not rely on any such representationconduct an environmental site assessment, asbestos testing, radon testing and/or lead-based paint testing, Buyer may not be aware of conditions on, under, about or near the Property which might affect Buyer’s decision to purchase the Property. Lessor makes no warranty Buyer acknowledges that certain systems may need repairs or representation, express replacement now or implied or arising by operation of law, including, without limitation, any warranty of condition, habitability, merchantability, or fitness for in the near future. Buyer acknowledges that if Buyer does not have a particular purpose professional engineering firm perform a thorough inspection and termite inspection of the Leased Premises. (b) In Property, Buyer may not be aware of information about the event that, as physical condition of the date that all required State approvals of this Agreement have been obtained (Improvements which might affect Buyer’s decision to purchase the "Approval Date"), there are any matters recorded against the Leased Premises which are not disclosed in the Title Commitment ("New Title Exceptions"), Lessee shall have the right to notify Lessor within fifteen (15) days after the Approval Date that it objects to any such New Title Exceptions (a "Title Objection Notice"). In such event, Lessor shall have the right (but not the obligation) within thirty (30) days after receipt of the Title Objection Notice, in its discretion to either record or bond such New Title Exception, or provide the necessary assurances to the title Lessee so that Lessee can obtain a title insurance policy which is not subject to any New Title Exceptions listed in Xxxxxx's Title Objection Notice (an "Acceptable Policy"). If Lessor is unable or unwilling to discharge or bond such New Title Exceptions or to cause an Acceptable Policy to be issued to Lessee within such thirty (30) day period (which period shall be extended if same cannot with reasonable diligence be completed within thirty (30) days provided that Lessor is diligently seeking to discharge or bond such New Title Exceptions or to cause an Acceptable Policy to be issued to Lessee, but not beyond one hundred eighty (180) days after the date of Lessee's Title Objection Notice), then Lessee shall have the right within thirty (30) days after Xxxxxx's period to cure has expired to terminate this Agreement upon notice to LessorProperty.

AS-IS. (a) Lessor shall have no obligation Buyer acknowledges that except for Seller’s representations, warranties and covenants contained herein and except for the written disclosures delivered to perform Buyer by Seller as set forth herein, neither Seller, nor anyone acting or claiming to act for or on behalf of Seller, has made any alterations representations, warranties, promises or statements to Buyer concerning the Property. Buyer further acknowledges and agrees that all material matters relating to the Leased Premises Property will be independently verified by Buyer to prepare its full satisfaction within the same for Xxxxxx's occupancy thereof. Upon execution of time provided under this Agreement, Lessee shall that, except as to Seller’s representations, warranties and covenants contained in this Agreement, Buyer will be irrevocably deemed acquiring the Property based solely upon and in reliance on its own inspections, analyses and conclusions, and that if Buyer acquires the Property, it will acquire the Property in the Property’s “AS-IS” condition and “AS-IS” state of repair inclusive of all faults and defects, whether latent or patent, or known or unknown, except as otherwise set forth hereinbelow. Except as otherwise set forth hereinbelow, without limiting the scope or generality of the foregoing, and subject to have the same limitations stated above, (i) accepted Buyer expressly assumes the risk that the Property may not now or in the future comply with any applicable laws now or hereafter in effect; (ii) Buyer acknowledges that neither Seller nor anyone acting on Seller’s behalf has made, and Seller is unwilling to make, any representation or warranty whatsoever with respect to the physical nature or construction of the Improvements or any other part of the Property or that the Improvements have been constructed in accordance with normal industry construction practices or standards of workmanship or that the Improvements have been constructed in accordance with the plans and specifications or any applicable codes, and no warranty or representation whatsoever is made with respect to the materials or products used in connection with the Property or incorporated into the Improvements; and (iii) Buyer acknowledges that there may be deferred maintenance with respect to the Property which is not readily visible (all of the matters mentioned in this sentence being hereinafter referred to as “Construction Matters”). (b) Buyer further acknowledges and agrees that any written disclosures given by Seller, except for Seller’s representations and warranties set forth herein and except as otherwise provided herein, are given for disclosure purposes only and that they do not constitute representations or warranties that the adverse conditions so disclosed to Buyer are the only adverse conditions that may exist at or otherwise affect the Property and, without limiting the scope or generality of this Section 14, Buyer expressly assumes the risk that adverse physical, environmental, financial and legal conditions or Construction Matters may not be revealed by Buyer’s inspection and evaluation of the Property or any other material matters. (c) Except as specifically provided herein, Buyer hereby fully satisfied and forever waives, and Seller hereby fully and forever disclaims, all warranties and representations not expressly set forth herein, of whatever type or kind with respect to the Property, whether express, implied or otherwise including, without limitation, those relating to Construction Matters or of fitness for a particular purpose, tenantability, habitability or use. (d) Buyer further acknowledges that any information including, without limitation, any engineering reports, architectural reports, feasibility reports, marketing reports, soils reports, environmental reports, materials related to Construction Matters, analyses or data, or other similar reports, analyses, data or information of whatever type or kind which Buyer has received or may hereafter receive from Seller, its agents, its consultants, or anyone acting or claiming to act on its behalf are furnished without warranty of any kind and with no representation by Seller as to their completeness or accuracy (except that Seller is providing such information to Buyer in good faith and with no basis in Seller’s actual knowledge to believe that such information is not accurate or misleading as provided herein) and on the express condition that Buyer shall make its own independent verification of the accuracy, reliability and sufficiency of such information and that Buyer will not rely thereon. Accordingly, Buyer agrees that under no circumstances will it make any claim, directly or indirectly, against, bring any action, cause of action or proceeding against, or assert any liability upon, Seller, its agents, consultants, contractors, or any other persons who prepared or furnished any of the information to Buyer hereunder as a result of the inaccuracy, unreliability or insufficiency of, or any defect or mistake in, any of the information provided to Buyer hereunder. This Section 14 (d) has application to third party deliveries, and does not apply to deliveries of Seller’s documents and instruments, such as, but not limited to, rent rolls, leases, and service contracts and has no application to Seller’s representations and warranties contained in this Agreement. (e) Prior to Closing, Seller, at Seller’s sole expense, shall purchase a Pollution Liability insurance policy naming Buyer as the insured and insuring Buyer from any environmental remediation obligations and tort liability associated with pollution conditions on, at, under, or emanating from the Property (the “Pollution Liability Policy”). The Pollution Liability Policy shall have limits of liability of $5,000,000 per loss/$5,000,000 policy aggregate, provide coverage for five (5) years, name Seller as an additional insured, and shall not be cancelled or modified except by the direction of Buyer. The Pollution Liability Policy shall include a severability of interest provision such that any act or violation that would obviate coverage for one party shall not obviate coverage for the party not responsible for the act or violation. Because of the insurance coverage provided Buyer under the Environmental Policy, Buyer hereby fully and forever releases, acquits and discharges Seller of and from, and hereby fully and forever waives against Seller, and hereby agrees to look solely to the Environmental Policy for any recompense for the following: (i) Any and all respects claims, actions, causes of action, suits, proceedings, demands, rights, damages, costs, expenses or other compensation whatsoever, whether known or unknown, direct or indirect, foreseeable or unforeseeable, absolute or contingent, that Buyer now has or may have or which may arise in the future arising out of, directly or indirectly, or in any way connected with: (a) any condition of environmental contamination or pollution at the Property, the Leased Premises, however and whenever occurring (including, without limitation, the status contamination or pollution of title shown on any title commitment issued surface or subsurface soils, subsurface media, surface waters or ground waters at the Property; (b) to Lessee by a title Lessee prior to execution of this Agreement the extent not already included in (the "Title Commitment"a), above, the environmental condition of the Leased Premisesprior, and the property's value and zoning, (ii) decided to lease the Leased Premises solely on the basis of its own independent investigation, and (iii) accepted the Leased Premises in their present "as-is" condition. Except as expressly stated in this Agreement, Lessor has not made, does not make, and has not authorized anyone else to make any representation as to the present or future status existence, release or discharge, or threatened release, of titleany hazardous materials at the Property, the environmental condition, physical condition, value, leasing, operation, use, tax status, zoning, income however and expenses or any other matter or thing pertaining to the Leased Premises, and Lessee acknowledges that except as expressly stated in this Agreement, that no such representation has been made and that in entering into this Agreement Lessee does not rely on any such representation. Lessor makes no warranty or representation, express or implied or arising by operation of law, whenever occurring (including, without limitation, any warranty of condition, habitability, merchantabilitythe release or discharge, or fitness for a particular purpose threatened release, of any hazardous materials into the Leased Premisesair at the Property, or into any soils, subsoils, surface waters or ground waters at the Property); (c) the violation of any applicable law now or hereafter in effect, however and whenever occurring, with respect to the Property; or (d) geologic and seismic conditions at the Property, and soil and subsoil conditions at the Property. (bii) In Any and all damages; losses; costs; judgments; fines and penalties; fees; expenses; or other compensation whatsoever arising out of, directly or indirectly, or in any way connected with, any of the event thatmatters described in clauses (a) through (d) of this Section 14 (e). (iii) Any claim for or right to indemnification, contribution or other compensation based on or arising under the Comprehensive Environmental Response, Compensation and Liability Act, as amended (“CERCLA”), 42 U.S.C. §9601, et seq., or the Resource Conservation and Recovery Act, as amended (“RCRA”), 42 U.S.C. §6901, et seq., or any similar or other applicable law now or hereafter in effect. (iv) Any claim for or based on trespass, nuisance, waste, negligence, negligence per se, strict liability, ultrahazardous activity, indemnification, contribution or other theory arising under the common law of the date that all required State approvals of Georgia (or any other applicable jurisdiction) or arising under any applicable law now or hereafter in effect. For purposes of this Agreement have been obtained (Section 14, the "Approval Date")word “at” also means on, there are any matters recorded against the Leased Premises which are not disclosed beneath, in, above, and in the Title Commitment vicinity of. This Section 14 ("New Title Exceptions")e) has no application to deliveries of Seller’s documents and instruments, Lessee shall have the right to notify Lessor within fifteen (15) days after the Approval Date that it objects to any such New Title Exceptions (a "Title Objection Notice"). In such event, Lessor shall have the right (but not the obligation) within thirty (30) days after receipt of the Title Objection Notice, in its discretion to either record or bond such New Title Exception, or provide the necessary assurances to the title Lessee so that Lessee can obtain a title insurance policy which is not subject to any New Title Exceptions listed in Xxxxxx's Title Objection Notice (an "Acceptable Policy"). If Lessor is unable or unwilling to discharge or bond such New Title Exceptions or to cause an Acceptable Policy to be issued to Lessee within such thirty (30) day period (which period shall be extended if same cannot with reasonable diligence be completed within thirty (30) days provided that Lessor is diligently seeking to discharge or bond such New Title Exceptions or to cause an Acceptable Policy to be issued to Lesseeas, but not beyond one hundred eighty (180) days after the date of Lessee's Title Objection Notice)limited to, then Lessee shall have the right within thirty (30) days after Xxxxxx's period rent rolls, leases, service contracts and operating statements, and has no application to cure has expired to terminate Seller’s representations and warranties contained in this Agreement. Anything contained in this Section 14 or elsewhere in this Agreement upon notice to Lessorthe contrary notwithstanding, the terms and provisions of this Section 14 shall not apply to (i) any right Buyer may have to implead or seek contribution from Seller as a result of (a) any order issued to Buyer by a governmental authority having jurisdiction, or (b) any claim made or judicial or administrative proceeding instituted against Buyer by a governmental authority having jurisdiction, in either such case, relating to the presence, release or discharge of hazardous or toxic substances in, on, from, under or about the Property. (f) The provisions of this Section 14 shall survive Closing.

AS-IS. (a) Lessor Notwithstanding any provision in this Agreement to the contrary, the Conditions Affecting the Property or Transaction at lines 116 through 178 of the Offer and all representations and warranties wherever contained in the Agreement and reference to survival of the same following Closing and the conveyance of the Property are hereby deleted and such Conditions Affecting the Property or Transaction and warranties and representations shall have no obligation to perform any alterations to the Leased Premises to prepare the same for Xxxxxx's occupancy thereof. Upon execution of this Agreement, Lessee shall be irrevocably deemed to have (i) accepted and be fully satisfied in all respects with, the Leased Premises, including, without limitation, the status of title shown on any title commitment issued to Lessee by a title Lessee prior to execution of this Agreement (the "Title Commitment"), the environmental condition of the Leased Premises, force or effect and the property's value following is substituted therefor: Buyer understands and zoning, (ii) decided to lease agrees that the Leased Premises solely on the basis of its own independent investigation, and (iii) accepted the Leased Premises in their present "as-Property is being purchased “as is" condition. Except as expressly stated in this Agreement, Lessor has not made, does not make, and has not authorized anyone else to make any representation as to the present or future status of title, the environmental condition, physical condition, value, leasing, operation, use, tax status, zoning, income and expenses or any other matter or thing pertaining to the Leased Premises, and Lessee acknowledges that except as expressly stated in this Agreement, that no such representation has been made ” and that in entering into this Agreement Lessee does not rely on neither Seller nor Seller’s agent(s) makes nor has made any such representation. Lessor makes no warranty representations or representationwarranties, express or whether express, implied or arising by operation of law, includingas to the quality or condition of the surface and subsurface of the Property, without limitationnor as to any (non)compliance with any relevant law, code, ordinance, rule or regulation, nor as to any warranty government programs which apply to any part of conditionthe Property (e. g., habitabilityfarmland preservation agreements, merchantabilityfarmland preservation or exclusive agricultural zoning, use value assessments, Forest Crop, Managed Forest, Conservation Reserve Program, wetland mitigation, shoreland zoning mitigation plan or fitness comparable programs), along with disclosure of any penalties, fees, withdrawal charges or payback obligations pending or currently deferred, if any, nor as to any other matter or condition affecting the Property. Buyer hereby acknowledges receipt of sufficient, independent consideration for a particular the purpose of extending the Leased Premises. (b) In terms of this paragraph to all actions against Seller or Seller’s agents for negligence and/or misrepresentation, except intentional misrepresentation, which Buyer may now have or acquire in the event thatfuture against Seller in relation to the Property or this Agreement. Buyer shall exclusively rely upon Buyer’s personal inspections, as investigations, and evaluations and the inspections, investigations and evaluations of Buyer’s own agents and representatives in proceeding with the purchases hereunder and shall not rely upon any statement of Seller and/or Seller’s agent(s), whether contained herein or made verbally or in writing elsewhere. Buyer hereby warrants and represents to and for the benefit of Seller and Xxxxxxx Group, Inc. that Buyer has conducted such inspections, investigations and evaluations and is satisfied with the results thereof. The inclusion of the date that all required State approvals of foregoing provision in this Agreement have been obtained (the "Approval Date"), there are any matters recorded against the Leased Premises which are not disclosed in the Title Commitment ("New Title Exceptions"), Lessee shall have the right is material to notify Lessor within fifteen (15) days after the Approval Date that it objects Seller’s decision to any such New Title Exceptions (a "Title Objection Notice"). In such event, Lessor shall have the right (but not the obligation) within thirty (30) days after receipt of the Title Objection Notice, in its discretion to either record or bond such New Title Exception, or provide the necessary assurances to the title Lessee so that Lessee can obtain a title insurance policy which is not subject to any New Title Exceptions listed in Xxxxxx's Title Objection Notice (an "Acceptable Policy"). If Lessor is unable or unwilling to discharge or bond such New Title Exceptions or to cause an Acceptable Policy to be issued to Lessee within such thirty (30) day period (which period shall be extended if same cannot with reasonable diligence be completed within thirty (30) days provided that Lessor is diligently seeking to discharge or bond such New Title Exceptions or to cause an Acceptable Policy to be issued to Lessee, but not beyond one hundred eighty (180) days after the date of Lessee's Title Objection Notice), then Lessee shall have the right within thirty (30) days after Xxxxxx's period to cure has expired to terminate enter into this Agreement upon notice and to Lessorconvey the Property to Buyer.

AS-IS. Except for and subject to Seller’s Express Representations and Seller’s performance of its obligations under this Contract and the Lot Development Agreement, Purchaser acknowledges and agrees that it is purchasing the Property based on its own inspection and examination thereof, and Seller shall sell and convey to Purchaser and Purchaser shall accept the property on an “AS IS, WHERE IS, WITH ALL FAULTS, LIABILITIES, AND DEFECTS, LATENT OR OTHERWISE, KNOWN OR UNKNOWN” basis in an “AS IS” physical condition and in an “AS IS” state of repair (a) Lessor shall have no obligation subject in all events to perform any alterations Seller’s Express Representations including but not limited to the Leased Premises Finished Lot Improvements obligation set forth in Section 5(c)(ii) hereof). Except for and subject to prepare Seller’s Express Representations, to the same for Xxxxxx's occupancy thereof. Upon execution extent not prohibited by law the Purchaser hereby waives, and Seller disclaims all warranties of this Agreementany type or kind whatsoever with respect to the Property, Lessee shall be irrevocably deemed to have (i) accepted and be fully satisfied in all respects withwhether express or implied, the Leased Premisesdirect or indirect, oral or written, including, without by way of description, but not limitation, the status those of title shown on any title commitment issued to Lessee by a title Lessee prior to execution of this Agreement (the "Title Commitment"), the environmental condition of the Leased Premises, and the property's value and zoning, (ii) decided to lease the Leased Premises solely on the basis of its own independent investigation, and (iii) accepted the Leased Premises in their present "as-is" condition. Except as expressly stated in this Agreement, Lessor has not made, does not make, and has not authorized anyone else to make any representation as to the present or future status of title, the environmental condition, physical condition, value, leasing, operation, use, tax status, zoning, income and expenses or any other matter or thing pertaining to the Leased Premises, and Lessee acknowledges that except as expressly stated in this Agreement, that no such representation has been made and that in entering into this Agreement Lessee does not rely on any such representation. Lessor makes no warranty or representation, express or implied or arising by operation of law, including, without limitation, any warranty of condition, habitability, merchantability, or fitness for a particular purpose purpose, and use. Without limiting the generality of the Leased Premises. (b) In the event foregoing, Purchaser expressly acknowledges that, as except for and subject to Seller’s Express Representations, Seller makes no other or additional representations or warranties concerning, and hereby expressly disclaims any representations or warranties concerning the following: (i) The value, nature, quality or condition of the date that all required State approvals Property; (ii) Any restrictions related to development of the Property; (iii) The applicability of any governmental requirements; (iv) The suitability of the Property for any purpose whatsoever; (v) The presence in, on, under or about the Property of any Hazardous Material or any other condition of the Property which is actionable under any Environmental Law (as such terms are defined in this Agreement have been obtained Section 10; (vi) Compliance of the "Approval Date")Property or any operation thereon with the laws, there are rules, regulations or ordinances of any matters recorded against applicable governmental body; or (vii) The presence or absence of, or the Leased Premises which are not disclosed potential adverse health, economic or other effects arising from, any magnetic, electrical or electromagnetic fields or other conditions caused by or emanating from any power lines, telephone lines, cables or other facilities, or any related devices or appurtenances, upon or in the Title Commitment vicinity of the Property. EXCEPT FOR REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER AS ARE EXPRESSLY SET FORTH IN THIS CONTRACT OR OTHERWISE PROVIDED IN THIS CONTRACT AND/OR EXPRESSLY SET FORTH IN THE CLOSING DOCUMENTS, SELLER SHALL NOT BE LIABLE TO PURCHASER FOR ANY CONSTRUCTION DEFECT, ERRORS, OMISSIONS, OR ON ACCOUNT OF SOILS CONDITIONS OR ANY OTHER CONDITION AFFECTING THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, THOSE MATTERS DESCRIBED ABOVE AND PURCHASER AND ANYONE CLAIMING BY, THROUGH OR UNDER PURCHASER, HEREBY FULLY RELEASES SELLER, ITS PARTNERS, EMPLOYEES, OFFICERS, DIRECTORS, REPRESENTATIVES, ATTORNEYS AND AGENTS ("New Title Exceptions")BUT NOT INCLUDING ANY THIRD PARTY PROFESSIONAL SERVICE PROVIDERS [E.G., Lessee ENGINEERS, ETC.], CONTRACTORS OR SIMILAR FIRMS OR PERSONS) FROM ANY AND ALL CLAIMS AGAINST ANY OF THEM FOR ANY COST, LOSS, LIABILITY, DAMAGE, EXPENSE, DEMAND, ACTION OR CAUSE OF ACTION (INCLUDING, WITHOUT LIMITATION, ANY RIGHTS OF CONTRIBUTION) ARISING FROM OR RELATED TO ANY CONSTRUCTION DEFECTS, ERRORS, OMISSIONS, OR OTHER CONDITIONS AFFECTING THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, THOSE MATTERS DESCRIBED ABOVE. The foregoing release and waiver shall have the right to notify Lessor within fifteen (15) days after the Approval Date that it objects not apply to any cost, loss, liability, damage, expense, demand, action or cause of action arising from or related to (i) fraud or other intentional misconduct or the gross negligence of any Seller Party or (ii) any claims against contractors or subcontractors for construction defects in the Finished Lot Improvements; provided, however, that Purchaser shall look first to such New Title Exceptions (a "Title Objection Notice"). In contractors and/or subcontractors conducting such event, Lessor shall have the right (but not the obligation) within thirty (30) days after receipt of the Title Objection Notice, in its discretion to either record or bond such New Title Exception, or provide the necessary assurances to the title Lessee so that Lessee can obtain a title insurance policy which is not subject to any New Title Exceptions listed in Xxxxxx's Title Objection Notice (an "Acceptable Policy"). If Lessor is unable or unwilling to discharge or bond such New Title Exceptions or to cause an Acceptable Policy to be issued to Lessee within such thirty (30) day period (which period shall be extended if same cannot with reasonable diligence be completed within thirty (30) days provided that Lessor is diligently seeking to discharge or bond such New Title Exceptions or to cause an Acceptable Policy to be issued to Lessee, but not beyond one hundred eighty (180) days after the date of Lessee's Title Objection Notice), then Lessee shall have the right within thirty (30) days after Xxxxxx's period to cure has expired to terminate this Agreement upon notice to Lessorwork.

AS-IS. Except for and subject to Seller’s Express Representations Purchaser acknowledges and agrees that it is purchasing the Property based on its own inspection and examination thereof, and Seller shall sell and convey to Purchaser and Purchaser shall accept the Property on an “AS IS, WHERE IS, WITH ALL FAULTS, LIABILITIES, AND DEFECTS, LATENT OR OTHERWISE, KNOWN OR UNKNOWN” basis in an "AS IS" physical condition and in an "AS IS" state of repair (a) Lessor shall have no obligation to perform any alterations subject to the Leased Premises Finished Lot Improvements obligation set forth in Section 5(c) hereof), including with respect to prepare each of the same for Xxxxxx's occupancy thereof. Upon execution of this Agreement, Lessee shall be irrevocably deemed to have (i) accepted and be fully satisfied in all respects withLots, the Leased Premisesgeological conditions of the Lots (including, without limitation, subsidence, subsurface conditions, water table, underground water reservoirs, and limitations regarding the withdrawal of water and faulting), and that Seller has not made, does not make and specifically negates and disclaims any representations, warranties or guaranties of any kind or character whatsoever, whether express or implied, oral or written (including any statements made in any Seller Documents), past, present, future or otherwise, of, as to, concerning or with respect to the geological conditions of the Lots, including, without limitation, subsidence, subsurface conditions, water table, underground water reservoirs, limitations regarding the status withdrawal of title shown on any title commitment issued water and faulting. Except for and subject to Lessee Seller’s Express Representations, to the extent not prohibited by a title Lessee prior to execution of this Agreement (law the "Title Commitment"), the environmental condition of the Leased PremisesPurchaser hereby waives, and the property's value and zoning, (ii) decided to lease the Leased Premises solely on the basis Seller disclaims all warranties of its own independent investigation, and (iii) accepted the Leased Premises in their present "as-is" condition. Except as expressly stated in this Agreement, Lessor has not made, does not make, and has not authorized anyone else to make any representation as type or kind whatsoever with respect to the present or future status of titleProperty, the environmental condition, physical condition, value, leasing, operation, use, tax status, zoning, income and expenses or any other matter or thing pertaining to the Leased Premises, and Lessee acknowledges that except as expressly stated in this Agreement, that no such representation has been made and that in entering into this Agreement Lessee does not rely on any such representation. Lessor makes no warranty or representation, whether express or implied implied, direct or arising by operation of lawindirect, oral or written, including, without by way of description, but not limitation, any warranty those of condition, habitability, merchantability, or fitness for a particular purpose purpose, and use. Without limiting the generality of the Leased Premises. (b) In the event foregoing, Purchaser expressly acknowledges that, as except for and subject to Seller’s Express Representations, Seller makes no representations or warranties concerning, and hereby expressly disclaims any representations or warranties concerning the following: (i) the value, nature, quality, or condition of the date that all required State approvals Property; (ii) any restrictions related to development of the Property; (iii) the applicability of any governmental requirements; (iv) the suitability of the Property for any purpose whatsoever; (v) the presence in, on, under or about the Property of any Hazardous Material or any other condition of the Property which is actionable under any Environmental Law (as such terms are defined in this Agreement have been obtained Section 10); (vi) compliance of the "Approval Date")Property or any operation thereon with the laws, there are rules, regulations or ordinances of any matters recorded against applicable governmental body; or (vii) the Leased Premises which are not disclosed presence or absence of, or the potential adverse health, economic or other effects arising from, any magnetic, electrical or electromagnetic fields or other conditions caused by or emanating from any power lines, telephone lines, cables or other facilities, or any related devices or appurtenances, upon or in the Title Commitment vicinity of the Property. EXCEPT FOR SELLER’S EXPRESS REPRESENTATIONS, SELLER SHALL NOT BE LIABLE TO PURCHASER FOR ANY CONSTRUCTION DEFECT, ERRORS, OMISSIONS, OR ON ACCOUNT OF SOILS CONDITIONS OR ANY OTHER CONDITION AFFECTING THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, THOSE MATTERS DESCRIBED ABOVE, AND PURCHASER AND ANYONE CLAIMING BY, THROUGH OR UNDER PURCHASER ("New Title Exceptions")EXCEPT PURCHASER’S HOMEBUYERS) HEREBY FULLY RELEASES SELLER, Lessee ITS PARTNERS, EMPLOYEES, OFFICERS, DIRECTORS, REPRESENTATIVES, ATTORNEYS AND AGENTS (BUT NOT INCLUDING ANY THIRD PARTY PROFESSIONAL SERVICE PROVIDERS [E.G., ENGINEERS, ETC.], CONTRACTORS OR SIMILAR FIRMS OR PERSONS) FROM ANY CLAIM AGAINST ANY OF THEM FOR ANY COST, LOSS, LIABILITY, DAMAGE, EXPENSE, DEMAND, ACTION OR CAUSE OF ACTION (INCLUDING, WITHOUT LIMITATION, ANY RIGHTS OF CONTRIBUTION) ARISING FROM OR RELATED TO ANY CONSTRUCTION DEFECTS, ERRORS, OMISSIONS, OR OTHER CONDITIONS AFFECTING THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, THOSE MATTERS DESCRIBED ABOVE AND INCLUDING ANY ALLEGED NEGLIGENCE OF SELLER. The release and waiver set forth in this Section 10(g) shall not apply to any cost, loss, liability, damage, expense, demand, action or cause of action arising from or related to (i) fraud, gross negligence or other willful misconduct of any Seller Party or (ii) any claims against contractors or subcontractors for construction defects in the Finished Lot Improvements; provided, however, that Purchaser shall first seek to enforce claims against such contractors and/or subcontractors conducting the work and only if Purchaser is unable to achieve full satisfaction of their claims after filing and pursuing through final judgment, litigation, then Purchaser shall have the right to notify Lessor within fifteen (15) days after seek relief from the Approval Date that it objects to any such New Title Exceptions (a "Title Objection Notice"). In such event, Lessor shall have the right (but not the obligation) within thirty (30) days after receipt of the Title Objection Notice, in its discretion to either record or bond such New Title Exception, or provide the necessary assurances to the title Lessee so that Lessee can obtain a title insurance policy which is not subject to any New Title Exceptions listed in Xxxxxx's Title Objection Notice (an "Acceptable Policy"). If Lessor is unable or unwilling to discharge or bond such New Title Exceptions or to cause an Acceptable Policy to be issued to Lessee within such thirty (30) day period (which period shall be extended if same cannot with reasonable diligence be completed within thirty (30) days provided that Lessor is diligently seeking to discharge or bond such New Title Exceptions or to cause an Acceptable Policy to be issued to Lessee, but not beyond one hundred eighty (180) days after the date of Lessee's Title Objection Notice), then Lessee shall have the right within thirty (30) days after Xxxxxx's period to cure has expired to terminate this Agreement upon notice to LessorSeller Parties.

AS-IS. (a) Lessor shall have no obligation to perform any alterations to The Property is being sold in an “AS IS, WHERE IS” condition and “WITH ALL FAULTS” as of the Leased Premises to prepare the same for Xxxxxx's occupancy thereof. Upon execution Effective Date and as of this Agreement, Lessee shall be irrevocably deemed to have (i) accepted and be fully satisfied Closing except as expressly set forth in all respects with, the Leased Premises, including, without limitation, the status of title shown on any title commitment issued to Lessee by a title Lessee prior to execution of this Agreement (the "Title Commitment"), the environmental condition of the Leased Premises, and the property's value and zoning, (ii) decided to lease the Leased Premises solely on the basis of its own independent investigation, and (iii) accepted the Leased Premises in their present "as-is" conditionClosing Documents. Except as expressly stated set forth in this AgreementAgreement and the Closing Documents, Lessor no representations or warranties have been made or are made and no responsibility has not madebeen or is assumed by Seller or by any partner, does not makeofficer, and has not authorized anyone else person, firm, agent, attorney or representative acting or purporting to make any representation act on behalf of Seller as to (i) the present condition or future status state of titlerepair of the Property; (ii) the compliance or non-compliance of the Property with any applicable laws, the environmental condition, physical condition, value, leasing, operation, use, tax status, zoning, income and expenses regulations or any other matter or thing pertaining to the Leased Premises, and Lessee acknowledges that except as expressly stated in this Agreement, that no such representation has been made and that in entering into this Agreement Lessee does not rely on any such representation. Lessor makes no warranty or representation, express or implied or arising by operation of law, ordinances (including, without limitation, any warranty applicable zoning, building or development codes); (iii) the value, expense of operation, or income potential of the Property; (iv) any other fact or condition which has or might affect the Property or the condition, habitabilitystate of repair, merchantabilitycompliance, value, expense of operation or income potential of the Property or any portion thereof; or (v) whether the Property contains asbestos or harmful or toxic substances or pertaining to the extent, location or nature of same. The parties agree that all understandings and agreements heretofore made between them or their respective agents or representatives are merged in this Agreement and the Exhibits hereto annexed, which alone fully and completely express their agreement, and that this Agreement has been entered into after full investigation, or fitness with the parties satisfied with the opportunity afforded for a particular purpose full investigation, neither party relying upon any statement or representation by the other unless such statement or representation is specifically embodied in this Agreement or the Exhibits annexed hereto. Subject to the terms of Section 29 hereof, Buyer waives its right to recover from, and forever releases and discharges Seller’s Indemnified Parties from any and all Claims, that may ​ arise on account of or in any way be connected with the Property, the physical condition thereof, or any law or regulation applicable thereto (including, without limitation, claims under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (42 U.S.C. Section 6901, et seq.), the Resources Conservation and Recovery Act of 1976 (42 U.S.C. Section 6901, et seq.), the Clean Water Act (33 U.S.C. Section 1251, et seq.), the Safe Drinking Water Act (49 U.S.C. Section 1801, et seq.), the Hazardous Transportation Act (42 U.S.C. Section 6901, et seq.), and the Toxic Substance Control Act (15 U.S.C. Section 2601, et seq.). Without limiting the foregoing, Buyer, upon Closing, shall be deemed to have waived, relinquished and released Seller and all other Seller’s Indemnified Parties 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 Property. As part of the Leased Premises. (b) In the event that, as of the date that all required State approvals provisions of this Agreement have been obtained (the "Approval Date"), there are any matters recorded against the Leased Premises which are not disclosed in the Title Commitment ("New Title Exceptions"), Lessee shall have the right to notify Lessor within fifteen (15) days after the Approval Date that it objects to any such New Title Exceptions (a "Title Objection Notice"). In such event, Lessor shall have the right (but not the obligation) within thirty (30) days after receipt of the Title Objection Notice, in its discretion to either record or bond such New Title Exception, or provide the necessary assurances to the title Lessee so that Lessee can obtain a title insurance policy which is not subject to any New Title Exceptions listed in Xxxxxx's Title Objection Notice (an "Acceptable Policy"). If Lessor is unable or unwilling to discharge or bond such New Title Exceptions or to cause an Acceptable Policy to be issued to Lessee within such thirty (30) day period (which period shall be extended if same cannot with reasonable diligence be completed within thirty (30) days provided that Lessor is diligently seeking to discharge or bond such New Title Exceptions or to cause an Acceptable Policy to be issued to LesseeSection 7.3, but not beyond one hundred eighty (180) days as a limitation thereon, Xxxxx hereby agrees, represents and warrants that the matters released herein are not limited to matters which are known or disclosed, and Buyer hereby waives any and all rights and benefits which it now has, or in the future may have conferred upon it, by virtue of the provisions of federal, state or local law, rules and regulations. Xxxxx agrees that should any cleanup, remediation or removal of Hazardous Substances or other environmental conditions on or about the Property be required after the date of Lessee's Title Objection Notice)Closing, then Lessee such clean-up, removal or remediation shall have not be the right within thirty (30) days after Xxxxxx's period to cure has expired to terminate responsibility of Seller. The provisions of this Agreement upon notice to LessorSection 7.3 shall survive Closing.

AS-IS. This Exhibit “A” is an exhibit to a certain “AGRICULTURAL LEASE” by and between Alico, Inc. and United States Sugar Corporation dated _____, 2014 (a“Lease”). NOTWITHSTANDING ANYTHING IN THIS EXHIBIT “A” TO THE CONTRARY, IN THE EVENT, (A) Lessor shall have THERE IS A CONFLICT BETWEEN THE PROVISIONS IN THIS EXHIBIT “A” AND THE PROVISIONS IN THE MAIN BODY OF THE LEASE, OR (B) THERE ARE PROVISIONS IN THE MAIN BODY OF THE LEASE THAT ADDRESS THE SAME OR SIMILAR PROVISIONS ADDRESSED IN THIS EXHIBIT “A” (FOR EXAMPLE, NOTICE PROVISIONS IN THIS EXHIBIT “A” AND NOTICE PROVISIONS IN THE MAIN BODY OF THE LEASE), THEN THE PROVISIONS IN THE MAIN BODY OF THE LEASE (AND NOT THE PROVISIONS IN THIS EXHIBIT “A”) SHALL IN ALL RESPECTS GOVERN AND CONTROL. Section 1.01 No Covenants or Warranties of Fitness. Tenant leases the Land “AS IS, WHERE IS, WITH ALL FAULTS”, and Landlord makes no obligation covenants, representations or warranties as to perform its fitness for farming or for any alterations other purpose. Tenant acknowledges that Tenant has had the opportunity to inspect the Land, and has determined that the Leased Premises are fit for Tenant’s intended purpose of farming crops, including sugarcane. Section 1.02 Landlord’s Use of, and Leasing of, Nearby Lands. Landlord uses adjoining and nearby lands for grazing of cattle, and leases adjoining and nearby lands to prepare the same others for Xxxxxx's occupancy thereofcattle grazing, agricultural and recreational uses. Upon execution Tenant’s acceptance of this AgreementLease is specifically conditioned upon Tenant’s acknowledgement of such neighboring uses and their possible impact on Tenant’s use of the Land. Landlord practices, Lessee shall be irrevocably deemed to have (i) accepted and be fully satisfied requires of all tenants, due care in the conduct of all respects withactivities upon Landlord’s lands. Therefore, Tenant hereby assumes the Leased Premisesrisk, including, without waives all claims against Landlord and holds Landlord harmless for the conduct of such activities on Landlord’s other lands. Without limitation, the status such activities include grazing of title shown on any title commitment issued to Lessee by a title Lessee prior to execution cattle, use of this Agreement (the "Title Commitment"), the environmental condition of the Leased Premisesagricultural chemicals, and the property's value and zoning, (ii) decided to lease the Leased Premises solely on the basis of its own independent investigation, and (iii) accepted the Leased Premises in their present "as-is" condition. Except as expressly stated in this Agreement, Lessor has not made, does not make, and has not authorized anyone else to make any representation as to the present or future status of title, the environmental condition, physical condition, value, leasing, operation, use, tax status, zoning, income and expenses or any other matter or thing pertaining to the Leased Premises, and Lessee acknowledges that except as expressly stated in this Agreement, that no such representation has been made and that in entering into this Agreement Lessee does not rely on any such representation. Lessor makes no warranty or representation, express or implied or arising by operation of law, including, without limitation, any warranty of condition, habitability, merchantability, or fitness for a particular purpose of the Leased Premiseshunting. (b) In the event that, as of the date that all required State approvals of this Agreement have been obtained (the "Approval Date"), there are any matters recorded against the Leased Premises which are not disclosed in the Title Commitment ("New Title Exceptions"), Lessee shall have the right to notify Lessor within fifteen (15) days after the Approval Date that it objects to any such New Title Exceptions (a "Title Objection Notice"). In such event, Lessor shall have the right (but not the obligation) within thirty (30) days after receipt of the Title Objection Notice, in its discretion to either record or bond such New Title Exception, or provide the necessary assurances to the title Lessee so that Lessee can obtain a title insurance policy which is not subject to any New Title Exceptions listed in Xxxxxx's Title Objection Notice (an "Acceptable Policy"). If Lessor is unable or unwilling to discharge or bond such New Title Exceptions or to cause an Acceptable Policy to be issued to Lessee within such thirty (30) day period (which period shall be extended if same cannot with reasonable diligence be completed within thirty (30) days provided that Lessor is diligently seeking to discharge or bond such New Title Exceptions or to cause an Acceptable Policy to be issued to Lessee, but not beyond one hundred eighty (180) days after the date of Lessee's Title Objection Notice), then Lessee shall have the right within thirty (30) days after Xxxxxx's period to cure has expired to terminate this Agreement upon notice to Lessor.

AS-IS. (a) Lessor shall have no obligation to perform any alterations Tenant acknowledges and agrees that, except to the Leased Premises extent specifically set forth in this Lease, Landlord has not made, does not make and specifically negates and disclaims any representations, warranties, promises, covenants, agreements or guarantees, express or implied, of any kind or character whatsoever concerning or with respect to prepare the same for Xxxxxx's occupancy thereof. Upon execution of this Agreement, Lessee shall be irrevocably deemed to have (i) accepted and be fully satisfied in all respects withthe value, the Leased Premisesnature, quality or condition (including, without limitation, the status of title shown on any title commitment issued to Lessee by a title Lessee prior to execution of this Agreement (the "Title Commitment"), the environmental condition condition) of the Leased Premises, and the property's value and zoning, ; (ii) decided to lease the Leased suitability of the Premises solely on the basis of its own independent investigation, for any and all activities and uses which Tenant may conduct thereon; (iii) accepted the Leased compliance of the Premises in their present "as-is" condition. Except as expressly stated in this Agreement, Lessor has not made, does not make, and has not authorized anyone else to make with any representation as to Laws; (iv) the present or future status of title, the environmental condition, physical condition, value, leasing, operation, use, tax status, zoning, income and expenses or any other matter or thing pertaining to the Leased Premises, and Lessee acknowledges that except as expressly stated in this Agreement, that no such representation has been made and that in entering into this Agreement Lessee does not rely on any such representation. Lessor makes no warranty or representation, express or implied or arising by operation of law, including, without limitation, any warranty of condition, habitability, merchantability, marketability, profitability or fitness for a particular purpose of the Leased Premises; (v) the manner or quality of the construction or materials incorporated into the Premises; (vi) the manner, quality, state of repair or lack of repair of the Premises; (vii) the lawfulness, either now or in the future, of the use of the Premises for the Permitted Use set forth in Section 1.8 of the Summary; or (viii) any other matter with respect to the Premises, it being agreed that all risks incident to all of these matters are to be borne by Tenant. Tenant further acknowledges and agrees that Tenant has inspected the Premises and Tenant has relied and shall rely solely on its own investigation of the Premises and not on any information provided or to be provided by Landlord. Tenant further acknowledges and agrees that any information provided or to be provided by or on behalf of Landlord with respect to the Premises, was obtained from a variety of sources and that Landlord has not made any independent investigation or verification of such information and makes no representations as to the accuracy or completeness of such information. Tenant further acknowledges and agrees that, except to the extent specifically set forth in this Lease, the leasing of the Premises as provided for herein is made on an "AS-IS" condition and basis with all faults. In the event of any defect or deficiency in any nature in the Premises, whether patent or latent, Landlord shall have no responsibility or liability with respect thereto (except as otherwise expressly provided in this Lease) or for any incidental or consequential damages arising therefrom. Subject to Landlord's indemnity of Tenant in Section 17.2(b) below, Tenant and anyone claiming by, through or under Tenant hereby fully and irrevocably releases Landlord and the Landlord Indemnified Parties from any and all damage to property and injury to persons and all other Claims that it may now have or hereafter acquire against them arising from or related to any construction defects, errors, omissions or other conditions now or hereafter affecting the Premises, including, but not limited to, environmental matters and Hazardous Materials, except to the extent that Landlord has, pursuant to the terms of this Lease, expressly assumed an obligation with respect to such conditions (including, without limitation, Landlord's obligations in Sections 11.1(b), 18 and 19). This release includes claims of which Tenant is presently unaware or which Tenant does not presently suspect to exist in its favor which, if known by Tenant, would materially affect Tenant's release of Landlord and the Landlord Indemnified Parties. (b) In the event Landlord represents and warrants that, as to Landlord's knowledge, the Base Building Components have been constructed in a good and workmanlike manner, and that none of the date that all required State approvals same has been constructed in contravention of this Agreement have been obtained any applicable Laws (including, without limitation, any Environmental Laws and/or the "Approval Date"ADA or other Disability Laws), there are any matters recorded against the Leased Premises which are not disclosed in the Title Commitment ("New Title Exceptions"), Lessee shall have the right to notify Lessor within fifteen (15) days after the Approval Date that it objects to any such New Title Exceptions (a "Title Objection Notice"). In such event, Lessor shall have the right (but not the obligation) within thirty (30) days after receipt of the Title Objection Notice, in its discretion to either record or bond such New Title Exception, or provide the necessary assurances to the title Lessee so that Lessee can obtain a title insurance policy which is not subject to any New Title Exceptions listed in Xxxxxx's Title Objection Notice (an "Acceptable Policy"). If Lessor is unable or unwilling to discharge or bond such New Title Exceptions or to cause an Acceptable Policy to be issued to Lessee within such thirty (30) day period (which period shall be extended if same cannot with reasonable diligence be completed within thirty (30) days provided that Lessor is diligently seeking to discharge or bond such New Title Exceptions or to cause an Acceptable Policy to be issued to Lessee, but not beyond one hundred eighty (180) days after the date of Lessee's Title Objection Notice), then Lessee shall have the right within thirty (30) days after Xxxxxx's period to cure has expired to terminate this Agreement upon notice to Lessor.

AS-IS. (a) Lessor shall have no obligation to perform any alterations to Except as otherwise expressly set forth in Seller’s Representations: 6.2.1 PURCHASER ACKNOWLEDGES AND AGREES THAT, EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, AND AS A MATERIAL INDUCEMENT TO THE SELLER’S EXECUTION AND DELIVERY OF THIS AGREEMENT, THE PROPERTY IS EXPRESSLY PURCHASED AND SOLD “AS IS,” “WHERE IS,” AND “WITH ALL FAULTS.” 6.2.2 The Purchase Price and the Leased Premises to prepare terms and conditions set forth herein are the same for Xxxxxx's occupancy thereof. Upon execution result of arm’s-length bargaining between entities familiar with transactions of this Agreementkind, Lessee shall be irrevocably deemed to have and the price, terms and conditions set forth in this Agreement reflect the fact that Purchaser is not relying upon any information provided by (ior by any Person on behalf of) accepted and be fully satisfied in all respects withSeller or statements, the Leased Premisesrepresentations or warranties, express or implied, made by (or by any Person on behalf of) Seller, including, without limitation, relating to the status value of title shown on any title commitment issued to Lessee by a title Lessee prior to execution of this Agreement (the "Title Commitment")Property, the physical or environmental condition of the Leased PremisesProperty, and any state, federal, county or local law, ordinance, order or permit, or the property's value and zoningsuitability, compliance or lack of compliance of the Property with any regulation, or any other attribute or matter of or relating to the Property (except as expressly set forth in the Seller’s Representations). Without limiting Seller’s Representations, Purchaser agrees that Seller shall not be responsible or liable to Purchaser (i) for any defects, errors or omissions in the Materials or (ii) decided except as the result of a breach by Seller of Article VII, on account of any conditions affecting the Property. 6.2.3 Except as expressly set forth in the Seller’s Representations and subject to lease Purchaser’s rights under Article VII, Purchaser, for itself and on behalf of its successors and assigns, and anyone claiming by, through or under Purchaser, hereby fully releases each of Seller and the Leased Premises solely other Seller Indemnified Parties from, and irrevocably waives its right to maintain, any and all claims and causes of action that it or they may now have or hereafter acquire or arise against such Seller Indemnified Parties with respect to any and all Damages arising from or related to any defects, errors, omissions in the Materials or other conditions affecting the Property. 6.2.4 Purchaser acknowledges and agrees that, except for the Seller Representations, no representation has been made, and no responsibility is assumed by Seller, with respect to the financial earning capacity, the continued occupancy levels of the Property, or any part thereof or, without limiting any of the foregoing, occupancy at Closing. 6.2.5 Subject to the terms of Section 7.1 hereof and Purchaser’s remedies pursuant to the terms of Section 10.2 hereof, (a) Purchaser agrees that the departure or removal, prior to Closing, of any guests, occupants or Residents shall not be the basis for, nor shall it give rise to, any claim on the basis part of its own independent investigationPurchaser, nor shall it affect the obligations of Purchaser under this Agreement in any manner whatsoever, and (iiib) accepted Purchaser shall close title and accept delivery of the Leased Premises Deeds with or without such guests, occupants or Residents in their present "as-is" conditionpossession and without any allowance or reduction in the Purchase Price under this Agreement. 6.2.6 Purchaser acknowledges that the Property may be subject to the federal Americans With Disabilities Act (the “ADA”) and the federal Fair Housing Act (the “FHA”). The ADA requires, among other matters, that Residents and/or owners of “public accommodations” remove barriers in order to make the Property accessible to disabled persons and provide auxiliary aids and services for hearing, vision or speech impaired persons. Except as expressly stated set forth in this Agreementthe Seller’s Representations, Lessor has not madeSeller makes no warranty, does not makerepresentation or guarantee of any type or kind with respect to the Property’s compliance with the ADA or the FHA (or any similar state or local law), and has not authorized anyone else to make any representation as to the present or future status of title, the environmental condition, physical condition, value, leasing, operation, use, tax status, zoning, income and expenses or any other matter or thing pertaining to the Leased Premises, and Lessee acknowledges that except as Seller expressly stated in this Agreement, that no such representation has been made and that in entering into this Agreement Lessee does not rely on disclaims any such representation. Lessor makes no warranty or representation, express or implied or arising by operation of law, including, without limitation, any warranty of condition, habitability, merchantability, or fitness for a particular purpose of the Leased Premisesrepresentations. (b) In the event that, as of the date that all required State approvals of this Agreement have been obtained (the "Approval Date"), there are any matters recorded against the Leased Premises which are not disclosed in the Title Commitment ("New Title Exceptions"), Lessee shall have the right to notify Lessor within fifteen (15) days after the Approval Date that it objects to any such New Title Exceptions (a "Title Objection Notice"). In such event, Lessor shall have the right (but not the obligation) within thirty (30) days after receipt of the Title Objection Notice, in its discretion to either record or bond such New Title Exception, or provide the necessary assurances to the title Lessee so that Lessee can obtain a title insurance policy which is not subject to any New Title Exceptions listed in Xxxxxx's Title Objection Notice (an "Acceptable Policy"). If Lessor is unable or unwilling to discharge or bond such New Title Exceptions or to cause an Acceptable Policy to be issued to Lessee within such thirty (30) day period (which period shall be extended if same cannot with reasonable diligence be completed within thirty (30) days provided that Lessor is diligently seeking to discharge or bond such New Title Exceptions or to cause an Acceptable Policy to be issued to Lessee, but not beyond one hundred eighty (180) days after the date of Lessee's Title Objection Notice), then Lessee shall have the right within thirty (30) days after Xxxxxx's period to cure has expired to terminate this Agreement upon notice to Lessor.

AS-IS. Tenant acknowledges and agrees that, except with respect to the Landlord Work: (a) Lessor Xxxxxx has inspected, or has had the opportunity to inspect, the Project, the Buildings and the Premises and, subject to Landlord’s obligations under this Lease, acknowledges that the same are acceptable for Xxxxxx’s intended use and agrees to accept them in their “AS IS, WHERE IS” condition, (b) except as expressly provided in this Lease, neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the Premises, the Buildings, the Parking Area or any other portion of the Project or with respect to the condition thereof or the suitability of the same for the conduct of Tenant’s business, (c) except as expressly provided in the Work Letter Agreement and Section 16.2 below, and subject to the express representations and warranties of Landlord set forth in this Lease, Landlord shall have no obligation to perform alter, remodel, improve, repair, decorate or paint the Premises or any alterations part thereof, or any portion of the Buildings or Project and (d) except as expressly provided in this Lease, Landlord shall have no obligation to provide Tenant with any allowance, rent credit or abatement in connection with Tenant’s entering into this Lease. The taking of possession of the Leased Premises by Tenant shall conclusively establish that the Project, the Buildings and the Premises were at such time in good order and clean condition and that Landlord shall have discharged all of its obligations under the Work Letter Agreement (subject to prepare any punch list items as set forth in the same for Xxxxxx's occupancy thereof. Upon Work Letter Agreement), and the execution of this Agreement, Lessee Lease by Tenant shall be irrevocably deemed to have (i) accepted and be fully satisfied in all respects withconclusively establish that the Premises, the Leased PremisesBuildings, includingthe Project and the Parking Area were in good and sanitary order, condition and repair at such time, except for latent defects, if any. Without limiting the foregoing, Tenant’s execution of the Memorandum of Terms shall constitute a specific acknowledgment and acceptance of the various start-up inconveniences that may be associated with the use of the Buildings, the Parking Area and other portions of the Project, such as certain construction obstacles (e.g., scaffolding), delays in use of freight elevator service, unavailability of certain elevators for Tenant’s use, uneven air-conditioning services and other typical conditions incident to recently constructed (or recently modified) office and laboratory/research and development buildings. Tenant (for itself and all other claiming through Tenant) hereby irrevocably waives and releases its right to terminate this Lease under Section 1932(l) of the California Civil Code. Notwithstanding anything to the contrary in this Lease, Landlord represents, to the actual knowledge of Xxxxx Xxxxxxx, without limitationa duty to inquire or investigate, the status of title shown on any title commitment issued to Lessee by a title Lessee prior to execution of this Agreement (the "Title Commitment"), the environmental condition of the Leased Premises, and the property's value and zoning, (ii) decided to lease the Leased Premises solely on the basis of its own independent investigation, and (iii) accepted the Leased Premises in their present "as-is" condition. Except as expressly stated in this Agreement, Lessor has not made, does not make, and has not authorized anyone else to make any representation as to the present or future status of title, the environmental condition, physical condition, value, leasing, operation, use, tax status, zoning, income and expenses or any other matter or thing pertaining to the Leased Premises, and Lessee acknowledges that except as expressly stated in this Agreement, that no such representation has been made and that in entering into this Agreement Lessee does not rely on any such representation. Lessor makes no warranty or representation, express or implied or arising by operation of law, including, without limitation, any warranty of condition, habitability, merchantability, or fitness for a particular purpose of the Leased Premises. (b) In the event that, as of the date that all required State approvals Commencement Date, (a) the Premises are not in material violation of this Agreement have been obtained any Laws, and (the "Approval Date"), b) there are any matters recorded against the Leased Premises which are not disclosed no damages or defects existing in the Title Commitment ("New Title Exceptions"), Lessee shall have the right to notify Lessor within fifteen (15) days after the Approval Date Premises that it objects to any such New Title Exceptions (a "Title Objection Notice"). In such event, Lessor shall have the right (but would not the obligation) within thirty (30) days after receipt be visible upon an in-person inspection of the Title Objection Notice, in its discretion to either record or bond such New Title Exception, or provide the necessary assurances to the title Lessee so that Lessee can obtain a title insurance policy which is not subject to any New Title Exceptions listed in Xxxxxx's Title Objection Notice (an "Acceptable Policy"). If Lessor is unable or unwilling to discharge or bond such New Title Exceptions or to cause an Acceptable Policy to be issued to Lessee within such thirty (30) day period (which period shall be extended if same cannot with reasonable diligence be completed within thirty (30) days provided that Lessor is diligently seeking to discharge or bond such New Title Exceptions or to cause an Acceptable Policy to be issued to Lessee, but not beyond one hundred eighty (180) days after the date of Lessee's Title Objection Notice), then Lessee shall have the right within thirty (30) days after Xxxxxx's period to cure has expired to terminate this Agreement upon notice to LessorPremises.

AS-IS. (a) Lessor shall have no obligation As a material inducement to perform any alterations Seller to the Leased Premises to prepare the same for Xxxxxx's occupancy thereof. Upon execution of execute this Agreement, Lessee shall be irrevocably deemed to have Buyer agrees, represents and warrants that (i) prior to Closing, Buyer will have fully examined and inspected the Property, together with any documents and materials with respect to the Property which Buyer deems necessary or appropriate in connection with its investigation and examination of the Property, (ii) Buyer will have accepted and will be fully satisfied in all respects withwith the foregoing and with the Lease, physical condition, environmental condition, value, financing status, and prospects of the Leased PremisesProperty, including(iii) the Property will be purchased by Buyer "As Is" and, without limitationupon the Closing, Buyer shall assume responsibility and liability for the status of title shown on any title commitment issued to Lessee by a title Lessee prior to execution of this Agreement (the "Title Commitment")ownership, the operation and physical condition and environmental condition of the Leased PremisesProperty (whenever such condition may have arisen, and whether prior to, on or after the property's value and zoningClosing Date, (iiiv) Buyer will have decided to lease purchase the Leased Premises Property solely on the basis of its own independent investigation, and (iiiv) accepted effective as of the Leased Premises Closing Date, Buyer releases and forever discharges Seller and its Related Parties of and from all Claims, whether known or unknown, liquidated or unliquidated, which arise in their present "as-is" conditionconnection with the presence of any hazardous material (as defined by applicable code) on the Property or the violation of any environmental law in connection therewith. Except as otherwise expressly stated in this Agreementprovided herein, Lessor Buyer hereby acknowledges and agrees that Seller has not made, does not make, and has not authorized anyone else to make any representation and warranty as to the Lease, the past, present or future status of title, the environmental physical condition, physical environmental condition, value, leasingfinancing status and prospects, operation, use, tax status, zoning, income and expenses or any other matter or thing pertaining to the Leased PremisesProperty. SELLER MAKES NO WARRANTY OR REPRESENTATION, and Lessee acknowledges that except as expressly stated EXPRESS OR IMPLIED OR ARISING BY OPERATION OF LAW, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF CONDITION, HABITABILITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE IN CONNECTION WITH THE PROPERTY, EXCEPT (IF SUCH BE THE CASE) AS EXPRESSLY SET FORTH HEREIN. Seller shall not be liable for, or be bound by, any verbal or written statements, representations, real estate broker's "setups" or information pertaining to the Property furnished by any real estate broker, agent, employee, servant or any other person unless the same are specifically set forth in writing in this Agreement, that no such representation has been made and that in entering into this Agreement Lessee does not rely on any such representation. Lessor makes no warranty or representation, express or implied or arising by operation of law, including, without limitation, any warranty of condition, habitability, merchantability, or fitness for a particular purpose of the Leased Premises. (b) In the event that, as of the date that all required State approvals of this Agreement have been obtained (the "Approval Date"), there are any matters recorded against the Leased Premises which are not disclosed in the Title Commitment ("New Title Exceptions"), Lessee shall have the right to notify Lessor within fifteen (15) days after the Approval Date that it objects to any such New Title Exceptions (a "Title Objection Notice"). In such event, Lessor shall have the right (but not the obligation) within thirty (30) days after receipt of the Title Objection Notice, in its discretion to either record or bond such New Title Exception, or provide the necessary assurances to the title Lessee so that Lessee can obtain a title insurance policy which is not subject to any New Title Exceptions listed in Xxxxxx's Title Objection Notice (an "Acceptable Policy"). If Lessor is unable or unwilling to discharge or bond such New Title Exceptions or to cause an Acceptable Policy to be issued to Lessee within such thirty (30) day period (which period shall be extended if same cannot with reasonable diligence be completed within thirty (30) days provided that Lessor is diligently seeking to discharge or bond such New Title Exceptions or to cause an Acceptable Policy to be issued to Lessee, but not beyond one hundred eighty (180) days after the date of Lessee's Title Objection Notice), then Lessee shall have the right within thirty (30) days after Xxxxxx's period to cure has expired to terminate this Agreement upon notice to Lessor.

AS-IS. (a) Lessor shall have no obligation to perform any alterations to the Leased Premises to prepare the same for Xxxxxx's occupancy thereof. Lessee may, however, request that Lessor make certain Build Out or Improvements at Lessee’s expense in accordance with Section 4 of this Agreement. Upon execution of this Agreement, Lessee shall be irrevocably deemed to have (i) accepted and be fully satisfied in all respects with, the Leased Premises, including, without limitation, the status of title shown on any title commitment issued to Lessee by a title Lessee company prior to execution of this Agreement (the "Title Commitment")) if applicable, the environmental condition of the Leased Premises, and the property's value and zoning, (ii) decided to lease the Leased Premises solely on the basis of its own independent investigation, and (iii) accepted the Leased Premises in their present "as-is" condition. Except as expressly stated in this Agreement, Lessor has not made, does not make, and has not authorized anyone else to make any representation as to the present or future status of title, the environmental condition, physical condition, value, leasing, operation, use, tax status, zoning, income and expenses or any other matter or thing pertaining to the Leased Premises, and Lessee acknowledges that except as expressly stated in this Agreement, that no such representation has been made and that in entering into this Agreement Lessee does not rely on any such representation. Lessor makes no warranty or representation, express or implied or arising by operation of law, including, without limitation, any warranty of condition, habitability, merchantability, or fitness for a particular purpose of the Leased Premises. (b) In the event that, as of the date that all required State approvals of this Agreement have been obtained (the "Approval Date"), there are any matters recorded against the Leased Premises which are not disclosed in the Title Commitment ("New Title Exceptions")) if applicable, Lessee shall have the right to notify Lessor within fifteen (15) days after the Approval Date that it objects to any such New Title Exceptions (a "Title Objection Notice"). In such event, Lessor shall have the right (but not the obligation) within thirty (30) days after receipt of the Title Objection Notice, in its discretion to either record or bond such New Title Exception, or provide the necessary assurances to the title Lessee so that Lessee can obtain a title insurance policy which is not subject to any New Title Exceptions listed in Xxxxxx's Title Objection Notice (an "Acceptable Policy"). If Lessor is unable or unwilling to discharge or bond such New Title Exceptions or to cause an Acceptable Policy to be issued to Lessee within such thirty (30) day period (which period shall be extended if same cannot with reasonable diligence be completed within thirty (30) days provided that Lessor is diligently seeking to discharge or bond such New Title Exceptions or to cause an Acceptable Policy to be issued to Lessee, but not beyond one hundred eighty (180) days after the date of Lessee's Title Objection Notice), then Lessee shall have the right within thirty (30) days after Xxxxxx's period to cure has expired to terminate this Agreement upon notice to Lessor.

AS-IS. (a) Lessor shall have no obligation Buyer understands, acknowledges and agrees that it is acquiring the Site “AS IS” without any representation or warranty of Seller, express, implied or statutory, except as expressly provided herein, as to perform any alterations to the Leased Premises to prepare the same for Xxxxxx's occupancy thereof. Upon execution of this Agreement, Lessee shall be irrevocably deemed to have (i) accepted the nature or condition of the Site (including, without limitation, any design or natural defect of any kind or nature whatsoever), (ii) the Conditions of Title to the Site, and be fully satisfied (iii) the Site’s fitness for Buyer’s intended use of same (including, without limitation, availability of utilities and/or Buyer’s ability to construct or otherwise develop the Site). Buyer is familiar with the Site. Buyer is relying solely upon Buyer’s own, independent inspection, investigation and analysis of the Site as Buyer deemed necessary or appropriate in all respects with, so acquiring the Leased PremisesSite from Seller, including, without limitation, an analysis of any and all matters concerning the status of title shown on any title commitment issued to Lessee by a title Lessee prior to execution of this Agreement (the "Title Commitment"), the environmental condition of the Leased PremisesSite and the Site’s suitability for Buyer’s intended purposes, and a review of all applicable laws, ordinances, rules and governmental regulations (including, but not limited to, those relative to building, zoning and land use) affecting the property's value and zoningcleanup or mitigation, (ii) decided to lease development, use, occupancy or enjoyment of the Leased Premises solely on the basis of its own independent investigation, and (iii) accepted the Leased Premises in their present "as-is" conditionSite. Except as expressly stated otherwise provided in this the Environmental Agreement, Lessor has not madewithout limiting the generality of the foregoing, does not makeBuyer, for Buyer and Buyer’s affiliates, successors and assigns (“Releasing Parties”) hereby expressly waives, relinquishes and releases any and all rights and remedies Releasing Parties may now or hereafter have against Seller, and has not authorized anyone else to make any representation as to the present or future status of title, the environmental condition, physical condition, value, leasing, operation, use, tax status, zoning, income and expenses or any other matter or thing pertaining to the Leased PremisesSeller’s affiliates, and Lessee acknowledges that except as expressly stated in this Agreementeach of their agents, that no such representation has been made directors, board members, employees, officers, consultants, representatives, attorneys and that in entering into this Agreement Lessee does not rely on any such representation. Lessor makes no warranty successors and assigns (“Released Parties”) whether known or representationunknown, express past, present and future, with respect to (i) the nature or implied or arising by operation condition of law, the Site (including, without limitation, any warranty design or natural defect of conditionany kind or nature whatsoever), habitability(ii) the condition of title to the Site, merchantability, or and (iii) the Site’s fitness for a particular purpose Releasing Party’s intended use (including, without limitation, Releasing Party’s ability to construct or otherwise develop the Site). BUYER HEREBY ACKNOWLEDGES THAT BUYER HAS READ AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542 (“SECTION 1542”), WHICH IS SET FORTH BELOW:‌‌‌‌ “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.” BY INITIALING BELOW, BUYER HEREBY WAIVES THE PROVISIONS OF SECTION 1542 SOLELY IN CONNECTION WITH THE MATTERS WHICH ARE THE SUBJECT OF THE FOREGOING WAIVERS AND RELEASES: Buyer’s Initials The waivers and releases by Buyer herein contained shall survive the Close of Escrow and the recordation of the Leased Premises. (b) In Deed and shall not be deemed merged into the event thatDeed upon recordation. As a material inducement to Seller, as without which Seller would not have agreed to sell the Site to Buyer on the terms set forth herein, Buyer, on behalf of Buyer and Buyer’s successors and assigns hereby covenants and agrees to execute the date that all required State approvals of this Environmental Agreement have been obtained (the "Approval Date"), there are any matters recorded against the Leased Premises which are not disclosed and Indemnity in the Title Commitment ("New Title Exceptions"), Lessee form attached hereto and incorporated by reference herein as Exhibit E. Buyer shall have execute and shall cause a financially responsible affiliate to execute the right Environmental Agreement and Indemnity and to notify Lessor within fifteen (15) days after deposit the Approval Date that it objects to any such New Title Exceptions (a "Title Objection Notice"). In such event, Lessor shall have same with Escrow Holder on or before the right (but not the obligation) within thirty (30) days after receipt Close of the Title Objection Notice, in its discretion to either record or bond such New Title Exception, or provide the necessary assurances to the title Lessee so that Lessee can obtain a title insurance policy which is not subject to any New Title Exceptions listed in Xxxxxx's Title Objection Notice (an "Acceptable Policy"). If Lessor is unable or unwilling to discharge or bond such New Title Exceptions or to cause an Acceptable Policy to be issued to Lessee within such thirty (30) day period (which period shall be extended if same cannot with reasonable diligence be completed within thirty (30) days provided that Lessor is diligently seeking to discharge or bond such New Title Exceptions or to cause an Acceptable Policy to be issued to Lessee, but not beyond one hundred eighty (180) days after the date of Lessee's Title Objection Notice), then Lessee shall have the right within thirty (30) days after Xxxxxx's period to cure has expired to terminate this Agreement upon notice to LessorEscrow.

AS-IS. (a) Lessor shall have no obligation to perform Except as otherwise expressly set forth herein, Buyer is acquiring the Property "AS IS" without any alterations representation or warranty of Seller, express, implied or statutory, as to the Leased Premises nature or condition of or title to prepare the same Property or its fitness for XxxxxxBuyer's occupancy thereofintended use of same. Upon execution Buyer is, or as of this Agreementthe expiration of the Contingency Period will be, Lessee shall be irrevocably deemed to familiar with the Property. Buyer is relying solely upon, and as of the expiration of the Contingency Period will have (i) accepted conducted, its own, independent inspection, investigation and be fully satisfied analysis of the Property as it deems necessary or appropriate in all respects with, so acquiring the Leased PremisesProperty from Seller, including, without limitation, an analysis of any and all matters concerning the status condition of title shown on any title commitment issued the Property and its suitability for Buyer's intended purposes, and a review of all applicable laws, ordinances, rules and governmental regulations (including, but not limited to, those relative to Lessee by a title Lessee prior to execution building, zoning and land use) affecting the development, use, occupancy or enjoyment of this Agreement the Property. BUYER HEREBY ACKNOWLEDGES THAT IT HAS READ AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542 (the "Title CommitmentSECTION 1542"), WHICH IS SET FORTH BELOW: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR." BY INITIALING BELOW, BUYER HEREBY WAIVES THE PROVISIONS OF SECTION 1542 SOLELY IN CONNECTION WITH THE MATTERS WHICH ARE THE SUBJECT OF THE FOREGOING WAIVERS AND RELEASES: -27- 36 ---------------- Buyer's Initials The waivers and releases by Buyer herein contained shall survive the environmental condition Close of Escrow and the recordation of the Leased PremisesGrant Deeds, the KBC-Tustin Ground Lease Assignment, the KW Sublease Assignment, the Barn Assignment and the property's value Ground Lease Improvement Grant Deeds and zoning, (ii) decided to lease shall not be deemed merged into the Leased Premises solely on the basis of its own independent investigation, and (iii) accepted the Leased Premises in their present "as-is" condition. Except as expressly stated in this Agreement, Lessor has not made, does not make, and has not authorized anyone else to make any representation as to the present or future status of titleGrant Deed, the environmental conditionKBC-Tustin Ground Lease Assignment, physical conditionthe KW Sublease Assignment, value, leasing, operation, use, tax status, zoning, income the Barn Assignment and expenses or any other matter or thing pertaining to the Leased Premises, and Lessee acknowledges that except as expressly stated in this Agreement, that no such representation has been made and that in entering into this Agreement Lessee does not rely on any such representation. Lessor makes no warranty or representation, express or implied or arising by operation of law, including, without limitation, any warranty of condition, habitability, merchantability, or fitness for a particular purpose of the Leased PremisesGround Lease Improvement Grant Deeds upon their recordation. (b) In the event that, as of the date that all required State approvals of this Agreement have been obtained (the "Approval Date"), there are any matters recorded against the Leased Premises which are not disclosed in the Title Commitment ("New Title Exceptions"), Lessee shall have the right to notify Lessor within fifteen (15) days after the Approval Date that it objects to any such New Title Exceptions (a "Title Objection Notice"). In such event, Lessor shall have the right (but not the obligation) within thirty (30) days after receipt of the Title Objection Notice, in its discretion to either record or bond such New Title Exception, or provide the necessary assurances to the title Lessee so that Lessee can obtain a title insurance policy which is not subject to any New Title Exceptions listed in Xxxxxx's Title Objection Notice (an "Acceptable Policy"). If Lessor is unable or unwilling to discharge or bond such New Title Exceptions or to cause an Acceptable Policy to be issued to Lessee within such thirty (30) day period (which period shall be extended if same cannot with reasonable diligence be completed within thirty (30) days provided that Lessor is diligently seeking to discharge or bond such New Title Exceptions or to cause an Acceptable Policy to be issued to Lessee, but not beyond one hundred eighty (180) days after the date of Lessee's Title Objection Notice), then Lessee shall have the right within thirty (30) days after Xxxxxx's period to cure has expired to terminate this Agreement upon notice to Lessor.

AS-IS. (a) Lessor shall have no obligation Except as provide in Section 10 above, Purchaser represents and warrants to perform any alterations to the Leased Premises to prepare the same for Xxxxxx's occupancy thereof. Upon execution of this Agreement, Lessee shall be irrevocably deemed to have (i) accepted Seller that it is relying on its own investigation and be fully satisfied in all respects with, the Leased Premises, including, without limitation, the status of title shown on any title commitment issued to Lessee by a title Lessee prior to execution of this Agreement (the "Title Commitment"), the environmental condition inspection of the Leased PremisesProperty and that Purchaser will take the Property in its “AS IS, WHERE IS” condition based solely on its own investigation, verification, and the property's value inspection. Purchaser acknowledges and zoningagrees that neither Seller nor any of Seller’s agents, employees, or representatives has made (ii) decided to lease the Leased Premises solely on the basis of its own independent investigation, and (iii) accepted the Leased Premises in their present "as-is" condition. Except as expressly stated in this Agreement, Lessor Purchaser has not made, does not make, and has not authorized anyone else to make relied upon) any representation as to the present or future status of title, the environmental condition, physical condition, value, leasing, operation, use, tax status, zoning, income and expenses or any other matter or thing pertaining to the Leased Premises, and Lessee acknowledges that except as expressly stated in this Agreement, that no such representation has been made and that in entering into this Agreement Lessee does not rely on any such representation. Lessor makes no warranty or representation, express or implied implied, written or arising by operation oral (except the express warranties contained in Section 10 above, and the warranties of lawtitle contained in the Deed) concerning the Property, or any uses to which the Property may or may not be put, including, without limitationbut not limited to, any warranty of condition, habitability, merchantability, or fitness for a particular purpose the following: (a) The physical condition of the Leased Premises.Property or any Improvements; (b) In the event that, as The suitability of the date Property or the Improvements for any intended use or development; (c) The availability of development rights, water, wastewater, or any utility or service; (d) The income or expenses generated, paid, or incurred in connection with the Property; (e) The accuracy of any statements, depictions, calculations, or conditions stated or set forth in any books, records, or brochures (including Seller’s records); and (f) The ability of Purchaser to obtain any and all necessary Approvals for Purchaser’s intended use and development of the Property. Purchaser acknowledges that (i) Seller has disclosed and/ or made available for inspection and copying to Purchaser all required State approvals of the information which is set out in or disclosed by the Property Documents; (ii) the bargaining power of Seller in the transaction evidenced by this Agreement have is no greater than the bargaining power of Purchaser; (iii) the disclaimer of warranties set out in this Section 12 has been obtained (specifically negotiated by the "Approval Date"), there are any matters recorded against the Leased Premises which are not disclosed in the Title Commitment ("New Title Exceptions"), Lessee shall have the right to notify Lessor within fifteen (15) days after the Approval Date that it objects to any such New Title Exceptions (a "Title Objection Notice"). In such event, Lessor shall have the right (but not the obligation) within thirty (30) days after receipt Parties and is an integral part of the Title Objection Notice, transaction evidenced by this Agreement; and (iv) Seller would not have sold the Property to Purchaser for the Purchase Price set out in its discretion to either record or bond such New Title Exception, or provide the necessary assurances this Agreement if Purchaser had not agreed to the title Lessee so that Lessee can obtain a title insurance policy which is not subject to any New Title Exceptions listed disclaimer of warranties set out in Xxxxxx's Title Objection Notice (an "Acceptable Policy"). If Lessor is unable or unwilling to discharge or bond such New Title Exceptions or to cause an Acceptable Policy to be issued to Lessee within such thirty (30) day period (which period shall be extended if same cannot with reasonable diligence be completed within thirty (30) days provided that Lessor is diligently seeking to discharge or bond such New Title Exceptions or to cause an Acceptable Policy to be issued to Lessee, but not beyond one hundred eighty (180) days after the date of Lessee's Title Objection Notice), then Lessee shall have the right within thirty (30) days after Xxxxxx's period to cure has expired to terminate this Agreement upon notice to LessorSection 12.

AS-IS. (a) Lessor shall have no obligation to perform any alterations to Except as otherwise expressly set forth in Seller’s Representations or otherwise in this Agreement or in the Leased Premises to prepare Ancillary Documents: 6.2.1 PURCHASER ACKNOWLEDGES AND AGREES THAT, AS A MATERIAL INDUCEMENT TO THE SELLERS’ EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH PROPERTY IS EXPRESSLY PURCHASED AND SOLD “AS IS,” “WHERE IS,” AND “WITH ALL FAULTS,” SUBJECT TO THE TERMS AND CONDITIONS HEREOF AND OF THE ANCILLARY DOCUMENTS, AND EXCEPT FOR THE EXPRESS REPRESENTATIONS SET FORTH HEREIN AND THEREIN. 6.2.2 The Purchase Price and the same for Xxxxxx's occupancy thereof. Upon execution terms and conditions set forth herein are the result of arm’s-length bargaining between entities familiar with transactions of this Agreement, Lessee shall be irrevocably deemed to have (i) accepted and be fully satisfied in all respects with, the Leased Premises, including, without limitation, the status of title shown on any title commitment issued to Lessee by a title Lessee prior to execution of this Agreement (the "Title Commitment"), the environmental condition of the Leased Premiseskind, and the property's value price, terms and zoning, (ii) decided to lease the Leased Premises solely on the basis of its own independent investigation, and (iii) accepted the Leased Premises in their present "as-is" condition. Except as expressly stated conditions set forth in this AgreementAgreement reflect the fact that Purchaser is not relying upon any information provided by (or by any Person on behalf of) Seller or statements, Lessor has not maderepresentations or warranties, does not makeexpress or implied, and has not authorized anyone else to make made (or deemed made by law) by (or by any representation as to the present or future status of title, the environmental condition, physical condition, value, leasing, operation, use, tax status, zoning, income and expenses or any other matter or thing pertaining to the Leased Premises, and Lessee acknowledges that Person on behalf of) Seller (except as expressly stated set forth in the Seller’s Representations or otherwise in this Agreement, that no such representation has been made and that Agreement or in entering into this Agreement Lessee does not rely on any such representation. Lessor makes no warranty or representation, express or implied or arising by operation of lawthe Ancillary Documents), including, without limitation, any warranty relating to the value of conditionthe Properties, habitabilitythe physical or environmental condition of the Properties, merchantabilityany state, federal, county or local law, ordinance, order or permit, or fitness for a particular purpose the suitability, compliance or lack of compliance of the Leased PremisesProperties with any regulation, or any other attribute or matter of or relating to the Properties. Except as expressly set forth in this Agreement or any Ancillary Document, Purchaser agrees that Seller shall not be responsible or liable to Purchaser for any defects, errors or omissions in the Seller’s Deliveries, the Third-Party Reports or on account of any conditions affecting the Properties. (b) In the event 6.2.3 Purchaser agrees and acknowledges that, except as expressly set forth in the Seller’s Representations or otherwise in this Agreement or any Ancillary Document, Seller makes no representations or warranties with respect to the Properties (or any portion thereof), the operation, management and/or leasing of the date that Properties or concerning any statements made or information delivered or made available to Purchaser (whether by Seller, any of its Affiliates or any agents, representatives, consultants or advisors of any of the foregoing, or any other Person) with respect to the Properties (or any portion thereof) or the business of Seller or the Transactions, whether included as part of the Seller’s Deliveries or any other information disclosed to the Purchaser or otherwise, and all required State approvals of such representations and warranties are hereby expressly excluded and disclaimed. Purchaser agrees and acknowledges that, except as expressly set forth in the Seller’s Representations or otherwise in this Agreement have been obtained or any Ancillary Documents, all Seller’s Deliveries are and were provided for informational purposes only, and Purchaser shall not in any way be entitled to rely upon the completeness or accuracy of the Seller’s Deliveries, and will instead in all instances rely exclusively on its own inspections, consultants and advisors with respect to all matters which it deems relevant to its decision to acquire, own and operate the Properties. If this Agreement is terminated for any reason, all tangible copies of the Seller’s Deliveries and Third-Party Reports that are in Purchaser’s possession, shall within ten (the "Approval Date")10) Business Days after written request from Seller therefor, there are any matters recorded against the Leased Premises which returned to Seller or, at Purchaser’s option in its sole discretion, destroyed by Purchaser, in each case except as required by Law or Purchaser’s bona fide document retention policies or for digital copies that are not disclosed practicable to destroy. 6.2.4 Except as expressly set forth in the Title Commitment ("New Title Exceptions")Seller’s Representations or otherwise in this Agreement or any Ancillary Document and subject to Purchaser’s rights under Article IX, Lessee from and after Closing, Purchaser, for itself and on behalf of its successors and assigns, and anyone claiming by, through or under Purchaser, hereby fully releases each of Seller and the other Seller Indemnified Parties from, and irrevocably waives its right to maintain, any and all claims and causes of action that it or they may now have or hereafter acquire or arise against Seller or such other Seller Indemnified Parties with respect to any and all Damages arising from or related to any defects, errors, omissions in the Seller’s Deliveries, the Third-Party Reports or other conditions affecting the Properties. 6.2.5 Purchaser acknowledges and agrees that, except as expressly set forth herein or in any of the Ancillary Documents, no representation has been made, and no responsibility is assumed by Seller, with respect to the financial earning capacity or expense history of the Properties, the continued occupancy levels of the Properties, or any part thereof or, without limiting any of the foregoing, occupancy at and after Closing. 6.2.6 Purchaser agrees and acknowledges that, except as expressly set forth in Seller’s Representations or otherwise in this Agreement or any Ancillary Document prior to the Closing, Seller shall have the right to notify Lessor within fifteen (15) days after the Approval Date that it objects to any such New Title Exceptions (a "Title Objection Notice"). In such eventright, Lessor shall have the right (but not the obligation) within thirty (30) days after receipt , to enforce its rights against any and all occupants, guests, or Residents of the Title Objection NoticeProperties; provided, that Purchaser’s consent shall be required for any enforcement that individually or in its discretion the aggregate would have a Material Adverse Effect. Purchaser agrees that the departure or removal, prior to either record Closing, of any guests, occupants or bond Residents shall not be the basis for, nor shall it give rise to, any claim on the part of Purchaser, nor shall it affect the obligations of Purchaser under this Agreement in any manner whatsoever; and Purchaser shall close title and accept delivery of the Deeds with or without such New Title Exceptiontenants, guests, occupants or provide Residents in possession and without any allowance or reduction in the necessary assurances Purchase Price under this Agreement; provided, that Purchaser’s consent shall be required for any voluntary removal by Seller that would have a Material Adverse Effect. 6.2.7 Purchaser acknowledges that the Properties may be subject to the title Lessee so that Lessee can obtain a title insurance policy which is not subject to any New Title Exceptions listed in Xxxxxx's Title Objection Notice federal Americans With Disabilities Act (an "Acceptable Policy"the “ADA”) and the federal Fair Housing Act (the “FHA”). If Lessor is unable The ADA requires, among other matters, that Residents and/or owners of “public accommodations” remove barriers in order to make the Properties accessible to disabled persons and provide auxiliary aids and services for hearing, vision or unwilling speech impaired persons. Except as expressly set forth in the Seller’s Representations or as otherwise expressly set forth herein or in the Ancillary Documents, Seller makes no warranty, representation or guarantee of any type or kind with respect to discharge the Properties’ compliance with the ADA or bond such New Title Exceptions the FHA (or to cause an Acceptable Policy to be issued to Lessee within such thirty (30) day period (which period shall be extended if same cannot with reasonable diligence be completed within thirty (30) days provided that Lessor is diligently seeking to discharge any similar state or bond such New Title Exceptions or to cause an Acceptable Policy to be issued to Lessee, but not beyond one hundred eighty (180) days after the date of Lessee's Title Objection Noticelocal law), then Lessee shall have the right within thirty (30) days after Xxxxxx's period to cure has expired to terminate this Agreement upon notice to Lessorand Seller expressly disclaims any such representations.