Common use of Buyer’s Independent Investigation Clause in Contracts

Buyer’s Independent Investigation. (a) Buyer acknowledges and agrees that it has been given a full opportunity to inspect and investigate each and every aspect of the Property, either independently or through agents of Buyer’s choosing, including, without limitation: (i) All matters relating to title, together with all governmental and other legal requirements such as taxes, assessments, zoning, use permit requirements and building codes. (ii) The physical condition of the Property, including, without limitation, the interior, the exterior, the structure, the paving, the utilities, and all other physical and functional aspects of the Property. Such examination of the physical condition of the Property shall include an examination for the presence or absence of Hazardous Materials (as defined below), which shall be performed or arranged by Buyer, at Buyer’s sole expense. (iii) Any easements and/or access rights affecting the Property. (iv) The tenant leases and any other occupancy agreements (each individually referred to herein as a “Lease”, and collectively referred to herein as the “Leases”) and all matters in connection therewith, including, without limitation, the ability of the tenants to pay the rent. (v) The service contracts and other contracts or agreements of significance to the Property (the “Contracts”). (vi) All other matters of material significance affecting the Property. (b) EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, IT IS UNDERSTOOD AND AGREED THAT SELLER IS NOT MAKING AND HAS NOT AT ANY TIME MADE ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER, EXPRESSED OR IMPLIED, WITH RESPECT TO THE PROPERTY, INCLUDING ANY WARRANTIES OR REPRESENTATIONS AS TO HABITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ZONING, TAX CONSEQUENCES, LATENT OR PATENT PHYSICAL OR ENVIRONMENTAL CONDITION, UTILITIES, OPERATING HISTORY OR PROJECTIONS, VALUATION, GOVERNMENTAL APPROVALS, THE COMPLIANCE OF THE PROPERTY WITH GOVERNMENTAL LAWS, THE TRUTH, ACCURACY OR COMPLETENESS OF ANY DILIGENCE MATERIALS OR ANY OTHER INFORMATION PROVIDED BY OR ON BEHALF OF SELLER TO BUYER, OR ANY OTHER MATTER OR THING REGARDING THE PROPERTY. EXCEPT AS OTHERWISE EXPRESSLY STATED IN THIS AGREEMENT, BUYER WAIVES, AND SELLER IS RELIEVED FROM, ANY OBLIGATION OR DUTY THAT SELLER MIGHT OTHERWISE HAVE TO DISCLOSE ANY CONDITION, INCLUDING AN ENVIRONMENTAL CONDITION, RELATING TO THE PROPERTY. EXCEPT AS OTHERWISE EXPRESSLY STATED IN THIS AGREEMENT, BUYER ACKNOWLEDGES AND AGREES THAT, UPON CLOSING, SELLER SHALL SELL AND CONVEY TO BUYER AND BUYER SHALL ACCEPT THE PROPERTY “AS IS, WHERE IS, WITH ALL FAULTS.” EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, BUYER HAS NOT RELIED AND WILL NOT RELY ON, AND SELLER IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESSED OR IMPLIED WARRANTIES, GUARANTIES, STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PROPERTY (INCLUDING SPECIFICALLY INFORMATION PACKAGES DISTRIBUTED WITH RESPECT TO THE PROPERTY) MADE OR FURNISHED BY OR ON BEHALF OF SELLER, ANY DIRECT OR INDIRECT OWNER OF SELLER, ANY PROPERTY MANAGER, ANY FRANCHISOR OR ANY REAL ESTATE BROKER OR AGENT REPRESENTING OR PURPORTING TO REPRESENT SELLER, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, UNLESS EXPRESSLY SET FORTH IN THIS AGREEMENT. BUYER REPRESENTS TO SELLER THAT BUYER HAS CONDUCTED, OR WILL CONDUCT PRIOR TO THE CLOSING, SUCH INVESTIGATIONS OF THE PROPERTY, INCLUDING THE PHYSICAL AND ENVIRONMENTAL CONDITIONS THEREOF, AS BUYER DEEMS NECESSARY TO SATISFY ITSELF AS TO THE CONDITION OF THE PROPERTY AND THE EXISTENCE OR NONEXISTENCE, OR REMEDIAL ACTION TO BE TAKEN WITH RESPECT TO, ANY HAZARDOUS MATERIALS OR TOXIC SUBSTANCES ON OR DISCHARGED FROM THE PROPERTY, AND WILL RELY SOLELY UPON BUYER’S OWN INVESTIGATIONS AND NOT UPON ANY INFORMATION PROVIDED BY OR ON BEHALF OF SELLER OR ITS AGENTS OR EMPLOYEES WITH RESPECT THERETO, OTHER THAN SUCH REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER AS ARE EXPRESSLY SET FORTH IN THIS AGREEMENT. SUBJECT TO ARTICLE V HEREOF, UPON THE OCCURRENCE OF THE CLOSING, BUYER SHALL ASSUME THE RISK THAT ADVERSE MATTERS, INCLUDING CONSTRUCTION DEFECTS AND ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS, MAY NOT HAVE BEEN REVEALED BY BUYER’S INVESTIGATIONS. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, BUYER, UPON THE OCCURRENCE OF THE CLOSING, (I) SHALL BE DEEMED TO HAVE RELEASED, ACQUITTED AND DISCHARGED SELLER (AND SELLER’S OFFICERS, DIRECTORS, SHAREHOLDERS, MEMBERS, EMPLOYEES AND AGENTS) FROM AND AGAINST, AND (II) SHALL BE DEEMED TO HAVE WAIVED AND RELINQUISHED, ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION (INCLUDING CAUSES OF ACTION IN TORT), LOSSES, DAMAGES, LIABILITIES, COSTS AND EXPENSES (INCLUDING ATTORNEYS’ FEES AND COURT COSTS) OF ANY AND EVERY KIND OR CHARACTER, KNOWN OR UNKNOWN, THAT BUYER MIGHT HAVE ASSERTED OR ALLEGED AGAINST SELLER (AND ANY OF SELLER’S RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, MEMBERS, EMPLOYEES AND AGENTS) AT ANY TIME BY REASON OF OR ARISING OUT OF ANY LATENT OR PATENT CONSTRUCTION DEFECTS OR PHYSICAL CONDITIONS, VIOLATIONS OF ANY APPLICABLE LAWS (INCLUDING ANY ENVIRONMENTAL LAWS) AND ANY AND ALL OTHER ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR MATTERS REGARDING THE PROPERTY. BUYER AGREES THAT SHOULD ANY CLEANUP, REMEDIATION OR REMOVAL OF HAZARDOUS MATERIALS OR OTHER ENVIRONMENTAL CONDITIONS ON THE PROPERTY BE REQUIRED AFTER THE CLOSING DATE, SUCH CLEANUP, REMOVAL OR REMEDIATION SHALL BE THE RESPONSIBILITY OF AND SHALL BE PERFORMED AT THE SOLE COST AND EXPENSE OF BUYER. (c) BUYER ACKNOWLEDGES THAT SELLER HAS NOT HELD ITSELF OUT AS ENGAGED IN THE PRACTICE OF LAW OR ACCOUNTING, AND BUYER HAS NOT ESTABLISHED, DIRECTLY OR INDIRECTLY, AN ATTORNEY-CLIENT OR ACCOUNTANT-CLIENT RELATIONSHIP WITH SELLER OR ANY SELLER PARTIES. IT IS UNDERSTOOD AND AGREED THAT, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, ANY REPRESENTATIONS OR STATEMENTS MADE BY SELLER OR ANY OF THE SELLER PARTIES REGARDING LEGAL OR TAX CONSEQUENCES OF ANY OF THE TRANSACTIONS DESCRIBED IN THIS AGREEMENT MAY NOT BE USED OR RELIED UPON BY BUYER. BUYER REPRESENTS THAT IT HAS EITHER OBTAINED LEGAL COUNSEL AND TAX ADVICE PRIOR TO ENTERING INTO THIS AGREEMENT OR IT HAS DEEMED IT UNNECESSARY TO SEEK SUCH ADVICE. SELLER SHALL NOT BE HELD RESPONSIBLE FOR ANY FAILURE OF BUYER TO SEEK AND OBTAIN LEGAL AND TAX ADVICE (d) In addition, Buyer expressly acknowledges that it is not relying upon the information contained in the 000 Xxxxxxx Xxxxxx - Confidential Offering Memorandum dated October 2013, furnished by Eastdil Secured on behalf of Seller, or in any supplemental materials thereto.

Buyer’s Independent Investigation. (a) Buyer acknowledges and agrees that it has been given or will be given before the end of the Contingency Period, a full opportunity to inspect and investigate each and every aspect of the Property, either independently or through agents of Buyer’s 's choosing, including, without limitation: (i1) All matters relating to title, together with all governmental and other legal requirements such as taxes, assessments, zoning, use permit requirements, building codes and Subdivision Map Act requirements including, but not limited to, the Covenants, Conditions and building codesRestrictions contained in Exhibit B of the Grant Deed dated December 17, 1973 conveying the Premises (and adjacent property) to Komatsu America Corp. as recorded in Alameda County on January 3, 1974 (the "CCRs"). (ii2) The physical condition of the Property, including, without limitation, the interior, the exterior, the structure, the paving, the utilities, and all other physical and functional aspects of the Property. Such examination of the physical condition of the Property shall include an examination for the presence or absence of hazardous or toxic materials, substances or wastes (collectively, "Hazardous Materials (as defined belowMaterials"), which shall be performed or arranged by Buyer, Buyer at Buyer’s 's sole expense. (iii3) Any easements and/or access rights affecting the Property. (iv) The tenant leases and any other occupancy agreements (each individually referred to herein as a “Lease”, and collectively referred to herein as the “Leases”) and all matters in connection therewith, including, without limitation, the ability of the tenants to pay the rent. (v) The service contracts and other contracts or agreements of significance to the Property (the “Contracts”). (vi4) All other matters of material significance affecting the Property. (b) EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENTBuyer acknowledges that Section 1 of the CCRs provides, IT IS UNDERSTOOD AND AGREED THAT SELLER IS NOT MAKING AND HAS NOT AT ANY TIME MADE ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTERamong other things, EXPRESSED OR IMPLIEDthat no building, WITH RESPECT TO THE PROPERTYportions of building or structure of any kind shall be erected on the Property within ten (10) feet of any side or rear boundary line of the Property. Section 17 of the CCRs provides that the Conditions and Covenants contained therein shall terminate and be of no further effect from and after July 1, INCLUDING ANY WARRANTIES OR REPRESENTATIONS AS TO HABITABILITY2000. Buyer acknowledges that upon completion of the Subdivision Map Act approval referred to in Section 2.3 above, MERCHANTABILITYthe warehouse building on the Property will be within ten (10) feet of a side boundary line of the Property. The parties believe that such restriction has either expired or is not applicable to a lot line which is subsequently created as will be the case upon completion of the Subdivision Map Act approvals referred to in Section 2.3 above. Should it become necessary, FITNESS FOR A PARTICULAR PURPOSEbecause of the objection of governmental bodies or other third parties, TITLEto undertake a lot-line adjustment in order to satisfy such restriction, ZONINGSeller agrees to undertake the same and complete it as soon as reasonably possible. Buyer shall fully cooperate with Seller in such efforts. The parties shall share on a 50/50 basis all costs of such efforts including legal fees, TAX CONSEQUENCESsurveyor's fees, LATENT OR PATENT PHYSICAL OR ENVIRONMENTAL CONDITIONengineering fees, UTILITIESapplication and map fees and all other out-of-pocket third party costs directly related to such lot-line adjustment. Furthermore, OPERATING HISTORY OR PROJECTIONS, VALUATION, GOVERNMENTAL APPROVALS, THE COMPLIANCE OF THE PROPERTY WITH GOVERNMENTAL LAWS, THE TRUTH, ACCURACY OR COMPLETENESS OF ANY DILIGENCE MATERIALS OR ANY OTHER INFORMATION PROVIDED BY OR ON BEHALF OF SELLER TO BUYER, OR ANY OTHER MATTER OR THING REGARDING THE PROPERTY. EXCEPT AS OTHERWISE EXPRESSLY STATED IN THIS AGREEMENT, BUYER WAIVES, AND SELLER IS RELIEVED FROM, ANY OBLIGATION OR DUTY THAT SELLER MIGHT OTHERWISE HAVE TO DISCLOSE ANY CONDITION, INCLUDING AN ENVIRONMENTAL CONDITION, RELATING TO THE PROPERTY. EXCEPT AS OTHERWISE EXPRESSLY STATED IN THIS AGREEMENT, BUYER ACKNOWLEDGES AND AGREES THAT, UPON CLOSING, SELLER SHALL SELL AND CONVEY TO BUYER AND BUYER SHALL ACCEPT THE PROPERTY “AS IS, WHERE IS, WITH ALL FAULTS.” EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, BUYER HAS NOT RELIED AND WILL NOT RELY ON, AND SELLER IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESSED OR IMPLIED WARRANTIES, GUARANTIES, STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PROPERTY (INCLUDING SPECIFICALLY INFORMATION PACKAGES DISTRIBUTED WITH RESPECT TO THE PROPERTY) MADE OR FURNISHED BY OR ON BEHALF OF SELLER, ANY DIRECT OR INDIRECT OWNER OF SELLER, ANY PROPERTY MANAGER, ANY FRANCHISOR OR ANY REAL ESTATE BROKER OR AGENT REPRESENTING OR PURPORTING TO REPRESENT SELLER, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, UNLESS EXPRESSLY SET FORTH IN THIS AGREEMENT. BUYER REPRESENTS TO SELLER THAT BUYER HAS CONDUCTED, OR WILL CONDUCT PRIOR TO THE CLOSING, SUCH INVESTIGATIONS OF THE PROPERTY, INCLUDING THE PHYSICAL AND ENVIRONMENTAL CONDITIONS THEREOF, AS BUYER DEEMS NECESSARY TO SATISFY ITSELF AS TO THE CONDITION OF THE PROPERTY AND THE EXISTENCE OR NONEXISTENCE, OR REMEDIAL ACTION TO BE TAKEN WITH RESPECT TO, ANY HAZARDOUS MATERIALS OR TOXIC SUBSTANCES ON OR DISCHARGED FROM THE PROPERTY, AND WILL RELY SOLELY UPON BUYER’S OWN INVESTIGATIONS AND NOT UPON ANY INFORMATION PROVIDED BY OR ON BEHALF OF SELLER OR ITS AGENTS OR EMPLOYEES WITH RESPECT THERETO, OTHER THAN SUCH REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER AS ARE EXPRESSLY SET FORTH IN THIS AGREEMENT. SUBJECT TO ARTICLE V HEREOF, UPON THE OCCURRENCE OF THE CLOSING, BUYER SHALL ASSUME THE RISK THAT ADVERSE MATTERS, INCLUDING CONSTRUCTION DEFECTS AND ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS, MAY NOT HAVE BEEN REVEALED BY BUYER’S INVESTIGATIONS. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, BUYER, UPON THE OCCURRENCE OF THE CLOSING, (I) SHALL BE DEEMED TO HAVE RELEASED, ACQUITTED AND DISCHARGED SELLER (AND SELLER’S OFFICERS, DIRECTORS, SHAREHOLDERS, MEMBERS, EMPLOYEES AND AGENTS) FROM AND AGAINST, AND (II) SHALL BE DEEMED TO HAVE WAIVED AND RELINQUISHED, ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION (INCLUDING CAUSES OF ACTION IN TORT), LOSSES, DAMAGES, LIABILITIES, COSTS AND EXPENSES (INCLUDING ATTORNEYS’ FEES AND COURT COSTS) OF ANY AND EVERY KIND OR CHARACTER, KNOWN OR UNKNOWN, THAT BUYER MIGHT HAVE ASSERTED OR ALLEGED AGAINST SELLER (AND ANY OF SELLER’S RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, MEMBERS, EMPLOYEES AND AGENTS) AT ANY TIME BY REASON OF OR ARISING OUT OF ANY LATENT OR PATENT CONSTRUCTION DEFECTS OR PHYSICAL CONDITIONS, VIOLATIONS OF ANY APPLICABLE LAWS (INCLUDING ANY ENVIRONMENTAL LAWS) AND ANY AND ALL OTHER ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR MATTERS REGARDING THE PROPERTY. BUYER AGREES THAT SHOULD ANY CLEANUP, REMEDIATION OR REMOVAL OF HAZARDOUS MATERIALS OR OTHER ENVIRONMENTAL CONDITIONS ON THE PROPERTY BE REQUIRED AFTER THE CLOSING DATE, SUCH CLEANUP, REMOVAL OR REMEDIATION SHALL BE THE RESPONSIBILITY OF AND SHALL BE PERFORMED AT THE SOLE COST AND EXPENSE OF BUYERthe parties shall cooperate and negotiate in good faith to execute and record mutually acceptable reciprocal access and storage area easements with regard to any portion of Seller's real property which becomes a part of the Property as a result of such adjustment. (c) BUYER SPECIFICALLY ACKNOWLEDGES THAT SELLER HAS NOT HELD ITSELF OUT AS ENGAGED IN THE PRACTICE OF LAW OR ACCOUNTING, AND BUYER HAS NOT ESTABLISHED, DIRECTLY OR INDIRECTLY, AN ATTORNEY-CLIENT OR ACCOUNTANT-CLIENT RELATIONSHIP WITH SELLER OR ANY SELLER PARTIES. IT IS UNDERSTOOD AND AGREED AGREES THAT, EXCEPT AS EXPRESSLY SET FORTH PROVIDED IN THIS AGREEMENTSECTION 5.1 BELOW, SELLER IS SELLING AND BUYER IS PURCHASING THE PROPERTY ON AN "AS IS WITH ALL FAULTS" BASIS AND, EXCEPT AS EXPRESSLY PROVIDED IN SECTION 5.1 BELOW, THAT BUYER IS NOT RELYING ON ANY REPRESENTATIONS OR STATEMENTS MADE BY WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, FROM SELLER OR WCI OR THEIR AGENTS, OR BROKERS AS TO ANY OF MATTERS CONCERNING THE SELLER PARTIES REGARDING LEGAL OR TAX CONSEQUENCES OF ANY OF THE TRANSACTIONS DESCRIBED IN THIS AGREEMENT MAY NOT BE USED OR RELIED UPON BY BUYER. BUYER REPRESENTS THAT IT HAS EITHER OBTAINED LEGAL COUNSEL AND TAX ADVICE PRIOR TO ENTERING INTO THIS AGREEMENT OR IT HAS DEEMED IT UNNECESSARY TO SEEK SUCH ADVICE. SELLER SHALL NOT BE HELD RESPONSIBLE FOR ANY FAILURE OF BUYER TO SEEK AND OBTAIN LEGAL AND TAX ADVICE PROPERTY, INCLUDING, WITHOUT LIMITATION: (di) In additionthe quality, Buyer expressly acknowledges that it is nature, adequacy and physical condition of the Property, including, but not relying upon limited to, the information contained structural elements, foundation, roof, appurtenances, access, landscaping, parking facilities and the electrical, mechanical, HVAC, plumbing, sewage, and utility systems, facilities and appliances or any other items referred to in Section 10 of the 000 Xxxxxxx Xxxxxx - Confidential Offering Memorandum dated October 2013Lease, furnished by Eastdil Secured on behalf (ii) the quality, nature, adequacy, and physical condition of Sellersoils, geology and any groundwater, (iii) the existence, quality, nature, adequacy and physical condition of utilities serving the Property, (iv) the development potential of the Property, and the Property's use, habitability, merchantability, or fitness, suitability, value or adequacy of the Property for any particular purpose, (v) the zoning or other legal status of the Property or any other public or private restrictions on use of the property, (vi) the compliance of the Property or its operation with any applicable codes, laws, regulations, statutes, ordinances, covenants, conditions and restrictions of any governmental or quasi-governmental entity or of any other person or entity, (vii) the presence of Hazardous Materials on, under or about the Property or the adjoining or neighboring property, (viii) the quality of any labor and materials used in any supplemental materials thereto.improvements on the Real Property, (ix) the condition of title to the Property, and (x) the economics of the operation of the Property. EXHIBIT B -3-

Buyer’s Independent Investigation. (a) During the Feasibility Period, Buyer acknowledges and agrees that it has been given a full opportunity will investigate to inspect and investigate each and every aspect of the Propertyextent deemed necessary by Buyer, either independently or through agents of Buyer’s choosing, including, without limitation: (i) All all matters relating to titletitle and governmental regulations affecting the Property, together with all governmental and other legal requirements such as taxes, assessments, zoning, use permit requirements and building codes. (ii) The physical condition of . In addition, Buyer and its representatives, agents, consultants and contractors shall have the right to enter the Property, or applicable portion thereof, to inspect it, including, without limitation, the interior, the exterior, the structure, the paving, the utilities, and all other physical and functional aspects of the Property. Such examination Property (each, a “Buyer Inspection”) subject to the following terms and conditions: (i) Buyer shall not be in default of the physical condition this Agreement, beyond any applicable notice and cure period. (ii) Buyer shall provide Seller with at least 1 business day’s prior notice of the Property shall include an examination for the presence or absence of Hazardous Materials (as defined below), which shall be performed or arranged by Buyer, at Buyer’s sole expenseany Buyer Inspection. (iii) Any easements and/or access rights affecting the PropertyEach Buyer Inspection shall be at Buyer’s sole cost. (iv) The tenant leases and any other occupancy agreements persons or entities performing the Buyer Inspections shall be properly licensed (each individually referred to herein as a “Lease”, and collectively referred to herein as the “Leases”extent an applicable license is required) and qualified and shall have obtained all matters appropriate permits for performing relevant tests on the Property (to the extent required) and shall have delivered a copy of such permits to Seller, prior to performing any tests on the Property. (v) Buyer shall not undertake, or cause to be undertaken, any physical or invasive testing or drilling of the Property without Seller’s prior written approval, which approval Seller may give or withhold in connection therewithSeller’s sole discretion. If Seller consents in writing to such physical or invasive testing or drilling, then Seller shall be entitled to impose reasonable conditions on such testing or drilling, including, without limitation, the ability condition that Seller be provided split samples of Buyer’s core samples resulting from such testing or drilling, and the tenants condition that Buyer obtain liability insurance reasonably acceptable to pay the rent. (v) The service contracts and other contracts Seller in connection with such testing or agreements of significance to the Property (the “Contracts”)drilling. (vi) All Unless otherwise requested by Seller, all the Buyer Inspections shall be during normal business hours. In connection with the exercise of Buyer’s rights under this Section 3.1(a), Buyer shall comply, and cause its agents, employees, contractors, consultants and other matters representatives to comply, with all reasonable security requirements of material significance affecting Seller with respect to the Improvements, provided Seller has disclosed any such security requirements to Buyer at the time Buyer notifies Seller of any Buyer Inspection. (vii) Seller shall have the right to have one (1) or more representatives of Seller accompany Buyer and Buyer’s representatives, agents, consultants or contractors while they are on the Property. (bviii) EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENTIf the Property is damaged by Buyer or any of its agents, IT IS UNDERSTOOD AND AGREED THAT SELLER IS NOT MAKING AND HAS NOT AT ANY TIME MADE ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTERemployees, EXPRESSED OR IMPLIEDaffiliates, WITH RESPECT TO THE PROPERTYconsultants, INCLUDING ANY WARRANTIES OR REPRESENTATIONS AS TO HABITABILITYcontractors, MERCHANTABILITYsubcontractors or other representatives, FITNESS FOR A PARTICULAR PURPOSEor Buyer’s Inspection, TITLEthen Buyer, ZONINGat Buyer’s sole cost and expense, TAX CONSEQUENCESshall promptly repair such damage and restore the Property to its condition existing immediately prior to the Buyer Inspections. Until restoration is complete, LATENT OR PATENT PHYSICAL OR ENVIRONMENTAL CONDITIONBuyer shall take all steps necessary to ensure that any conditions on the Property created by the Buyer Inspections do not unreasonably interfere with the normal operation of the Property (and Buyer shall take commercially reasonable steps to minimize any such interference) or create any dangerous, UTILITIESunhealthy, OPERATING HISTORY OR PROJECTIONS, VALUATION, GOVERNMENTAL APPROVALS, THE COMPLIANCE OF THE PROPERTY WITH GOVERNMENTAL LAWS, THE TRUTH, ACCURACY OR COMPLETENESS OF ANY DILIGENCE MATERIALS OR ANY OTHER INFORMATION PROVIDED BY OR ON BEHALF OF SELLER TO BUYER, OR ANY OTHER MATTER OR THING REGARDING THE PROPERTYunreasonably unsightly or unreasonably noisy conditions on the Property. EXCEPT AS OTHERWISE EXPRESSLY STATED IN THIS AGREEMENT, BUYER WAIVES, AND SELLER IS RELIEVED FROM, ANY OBLIGATION OR DUTY THAT SELLER MIGHT OTHERWISE HAVE TO DISCLOSE ANY CONDITION, INCLUDING AN ENVIRONMENTAL CONDITION, RELATING TO THE PROPERTY. EXCEPT AS OTHERWISE EXPRESSLY STATED IN THIS AGREEMENT, BUYER ACKNOWLEDGES AND AGREES THAT, UPON CLOSING, SELLER SHALL SELL AND CONVEY TO BUYER AND BUYER SHALL ACCEPT THE PROPERTY “AS IS, WHERE IS, WITH ALL FAULTS.” EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, BUYER HAS NOT RELIED AND WILL NOT RELY ON, AND SELLER IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESSED OR IMPLIED WARRANTIES, GUARANTIES, STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PROPERTY (INCLUDING SPECIFICALLY INFORMATION PACKAGES DISTRIBUTED WITH RESPECT TO THE PROPERTY) MADE OR FURNISHED BY OR ON BEHALF OF SELLER, ANY DIRECT OR INDIRECT OWNER OF SELLER, ANY PROPERTY MANAGER, ANY FRANCHISOR OR ANY REAL ESTATE BROKER OR AGENT REPRESENTING OR PURPORTING TO REPRESENT SELLER, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, UNLESS EXPRESSLY SET FORTH IN THIS AGREEMENT. BUYER REPRESENTS TO SELLER THAT BUYER HAS CONDUCTED, OR WILL CONDUCT PRIOR TO THE CLOSING, SUCH INVESTIGATIONS OF THE PROPERTY, INCLUDING THE PHYSICAL AND ENVIRONMENTAL CONDITIONS THEREOF, AS BUYER DEEMS NECESSARY TO SATISFY ITSELF AS TO THE CONDITION OF THE PROPERTY AND THE EXISTENCE OR NONEXISTENCE, OR REMEDIAL ACTION TO BE TAKEN WITH RESPECT TO, ANY HAZARDOUS MATERIALS OR TOXIC SUBSTANCES ON OR DISCHARGED FROM THE PROPERTY, AND WILL RELY SOLELY UPON BUYER’S OWN INVESTIGATIONS AND NOT UPON ANY INFORMATION PROVIDED BY OR ON BEHALF OF SELLER OR ITS AGENTS OR EMPLOYEES WITH RESPECT THERETO, OTHER THAN SUCH REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER AS ARE EXPRESSLY SET FORTH IN THIS AGREEMENT. SUBJECT TO ARTICLE V HEREOF, UPON THE OCCURRENCE OF THE CLOSING, BUYER SHALL ASSUME THE RISK THAT ADVERSE MATTERS, INCLUDING CONSTRUCTION DEFECTS AND ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS, MAY NOT HAVE BEEN REVEALED BY BUYER’S INVESTIGATIONS. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, BUYER, UPON THE OCCURRENCE OF THE CLOSING, (I) SHALL BE DEEMED TO HAVE RELEASED, ACQUITTED AND DISCHARGED SELLER (AND SELLER’S OFFICERS, DIRECTORS, SHAREHOLDERS, MEMBERS, EMPLOYEES AND AGENTS) FROM AND AGAINST, AND (II) SHALL BE DEEMED TO HAVE WAIVED AND RELINQUISHED, ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION (INCLUDING CAUSES OF ACTION IN TORT), LOSSES, DAMAGES, LIABILITIES, COSTS AND EXPENSES (INCLUDING ATTORNEYS’ FEES AND COURT COSTS) OF ANY AND EVERY KIND OR CHARACTER, KNOWN OR UNKNOWN, THAT BUYER MIGHT HAVE ASSERTED OR ALLEGED AGAINST SELLER (AND ANY OF SELLER’S RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, MEMBERS, EMPLOYEES AND AGENTS) AT ANY TIME BY REASON OF OR ARISING OUT OF ANY LATENT OR PATENT CONSTRUCTION DEFECTS OR PHYSICAL CONDITIONS, VIOLATIONS OF ANY APPLICABLE LAWS (INCLUDING ANY ENVIRONMENTAL LAWS) AND ANY AND ALL OTHER ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR MATTERS REGARDING THE PROPERTY. BUYER AGREES THAT SHOULD ANY CLEANUP, REMEDIATION OR REMOVAL OF HAZARDOUS MATERIALS OR OTHER ENVIRONMENTAL CONDITIONS ON THE PROPERTY BE REQUIRED AFTER THE CLOSING DATE, SUCH CLEANUP, REMOVAL OR REMEDIATION SHALL BE THE RESPONSIBILITY OF AND SHALL BE PERFORMED AT THE SOLE COST AND EXPENSE OF BUYERThe repair and restoration obligations of Buyer contained in this Section 3.1 shall survive the termination of this Agreement. (ix) Buyer shall indemnify, protect and defend (with counsel reasonably acceptable to Seller) and hold harmless Seller and its officers, directors, members, managers, employees, agents, representatives, contractors and affiliates for, from and against any and all claims, damages, liens, judgments, injuries, penalties, demands, obligations, actions, costs, liabilities and losses (including mechanics’ liens) and expenses (including, without limitation, reasonable attorneys’ fees) to the extent arising out of any entry by Buyer or any of its agents, employees, representatives, consultants or contractors. The foregoing indemnity and defense obligations do not apply to (a) any loss, liability, cost or expense to the extent arising from or directly related to the negligence or willful misconduct of Seller or any of its agents, employees or contractors, (b) any loss, liability, cost or expense, including, without limitation, any diminution in value of the Property arising from or relating to the mere discovery of any pre-existing condition on the Property by Buyer during its investigation of the Property, or (c) BUYER ACKNOWLEDGES THAT SELLER HAS NOT HELD ITSELF OUT AS ENGAGED IN THE PRACTICE OF LAW OR ACCOUNTINGthe spread or release of any Hazardous Materials which are merely discovered (but not deposited, AND BUYER HAS NOT ESTABLISHEDreleased, DIRECTLY OR INDIRECTLYspilled, AN ATTORNEY-CLIENT OR ACCOUNTANT-CLIENT RELATIONSHIP WITH SELLER OR ANY SELLER PARTIESexacerbated or discharged) on or under the Property by Buyer or any of its agents, employees, affiliates, contractors, subcontractors, materialmen and other representatives (provided, however, Buyer’s indemnification, defense and hold harmless obligations stated in this subsection 3.1 shall be applicable to claims, damages, liens, judgments, injuries, penalties, demands, obligations, actions, costs, liabilities and losses (including mechanics’ liens) and expenses (including, without limitation, reasonable attorneys’ fees) to the extent arising from any Hazardous Materials that are exacerbated by the acts or omissions of Buyer or any of its agents, employees, affiliates, contractors, consultants or other representatives). IT IS UNDERSTOOD AND AGREED THAT, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, ANY REPRESENTATIONS OR STATEMENTS MADE BY SELLER OR ANY OF THE SELLER PARTIES REGARDING LEGAL OR TAX CONSEQUENCES OF ANY OF THE TRANSACTIONS DESCRIBED IN THIS AGREEMENT MAY NOT BE USED OR RELIED UPON BY BUYER. BUYER REPRESENTS THAT IT HAS EITHER OBTAINED LEGAL COUNSEL AND TAX ADVICE PRIOR TO ENTERING INTO THIS AGREEMENT OR IT HAS DEEMED IT UNNECESSARY TO SEEK SUCH ADVICE. SELLER SHALL NOT BE HELD RESPONSIBLE FOR ANY FAILURE OF BUYER TO SEEK AND OBTAIN LEGAL AND TAX ADVICEThe obligations of Buyer contained in this Section 3.1 shall survive the Closing or any termination of this Agreement. (dx) In additionEach Buyer Inspection, Buyer expressly acknowledges that it is not relying upon and the information contained in results thereof, shall remain confidential pursuant to the 000 Xxxxxxx Xxxxxx - Confidential Offering Memorandum dated October 2013, furnished by Eastdil Secured on behalf terms of Seller, or in any supplemental materials theretoSection 12.3 of this Agreement.

Buyer’s Independent Investigation. (a) Buyer acknowledges and agrees that (i) it has been and will be given a the full opportunity during the Due Diligence Period to inspect and investigate all aspects of each Property, either independently or through agents, representatives or experts of Buyer's choosing, as Buyer considers necessary or appropriate, including without limitation those set forth below, (ii) on or prior to the Second Deposit Date, it will have completed its independent investigation of the Properties and the Due Diligence Materials made available to it prior to the Second Deposit Date (provided that the Sellers will provide the Buyer, after the Second Deposit Date, with reasonable access to the Properties during normal business hours and upon reasonable notice to the Sellers) and (iii) it is acquiring the Properties based exclusively on such independent investigation and the representations of the Sellers contained herein. The funding of the Second Deposit by Buyer shall conclusively constitute Buyer's approval of each and every aspect of the PropertyProperties. Such independent investigation by Buyer during the Due Diligence Period shall include the following items, either independently or through agents the Buyer agreeing that, except for such items, it has completed its due diligence investigation of Buyer’s choosing, including, without limitationthe Properties prior to the date hereof and is satisfied with the results of such investigation and the Due Diligence Materials: (i) All all matters relating to title, together with all governmental and other legal requirements with respect to the Properties, such as taxes, assessments, zoning, use permit requirements and building codes.; (ii) The physical condition of the all zoning, land use, building, environmental and other statutes, rules, or regulations applicable to each Real Property, including, without limitation, the interior, the exterior, the structure, the paving, the utilities, and all other physical and functional aspects of the Property. Such examination of the physical condition of the Property shall include an examination for the presence or absence of Hazardous Materials (as defined below), which shall be performed or arranged by Buyer, at Buyer’s sole expense.; (iii) Any easements and/or access rights affecting to the Property.extent in the possession of the applicable Seller or such Seller's property manager, a copy of a survey of each Real Property (each, a "Survey"); (iv) The tenant leases to the extent in the possession of the applicable Seller or such Seller's property manager, reports, studies, assessments, investigations and any other occupancy agreements materials related to the presence of Hazardous Materials at, on or under each Real Property and the compliance of such Real Property with all environmental laws, including environmental assessment reports; (each individually referred v) the Leases with respect to herein as a “Lease”, and collectively referred to herein as the “Leases”) such Real Property and all matters in connection therewith, including, without limitation, the ability of the tenants Tenants thereto to pay the rent.; (vvi) The service contracts the Contracts and any other contracts documents or agreements of significance affecting the Properties; (vii) all matters relating to the Property income and operating or capital expenses of the Properties and all other financial matters; (viii) all matters relating to title to such Property; (ix) the “Contracts”physical condition of each Real Property, including, without limitation, the interior, the exterior, the square footage of the improvements or the leasehold improvements and of each tenant space therein, the structure, the roof, the paving, the utilities, and all other physical and functional aspects of such Real Property, including the presence or absence of Hazardous Materials; (x) any easements and/or access rights affecting such Real Property; (xi) all matters that would be revealed by an ALTA as-built survey, a physical inspection or an environmental site assessment of such Real Property; (xii) all matters reflected on each of the Natural Hazard Disclosure Statements; and (xiii) all other matters of significance affecting, or otherwise deemed relevant by Buyer with respect to, such Property. Sellers have delivered, or shall deliver within five (5) Business Days of the execution and delivery by the Buyer and the Sellers of this Agreement, the Due Diligence Materials listed in clauses (iii). , (iv), (v) and (vi) All other matters above, together with a preliminary title report relating to each of material significance affecting the PropertyProperties. Prior to the Closing Date, Sellers shall deliver to Buyer a Natural Hazard Disclosure Statement relating to each of the Properties. (b) EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENTBUYER SPECIFICALLY REPRESENTS, IT IS UNDERSTOOD AND AGREED THAT SELLER IS NOT MAKING AND HAS NOT AT ANY TIME MADE ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER, EXPRESSED OR IMPLIED, WITH RESPECT TO THE PROPERTY, INCLUDING ANY WARRANTIES OR REPRESENTATIONS AS TO HABITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ZONING, TAX CONSEQUENCES, LATENT OR PATENT PHYSICAL OR ENVIRONMENTAL CONDITION, UTILITIES, OPERATING HISTORY OR PROJECTIONS, VALUATION, GOVERNMENTAL APPROVALS, THE COMPLIANCE OF THE PROPERTY WITH GOVERNMENTAL LAWS, THE TRUTH, ACCURACY OR COMPLETENESS OF ANY DILIGENCE MATERIALS OR ANY OTHER INFORMATION PROVIDED BY OR ON BEHALF OF SELLER TO BUYER, OR ANY OTHER MATTER OR THING REGARDING THE PROPERTY. EXCEPT AS OTHERWISE EXPRESSLY STATED IN THIS AGREEMENT, BUYER WAIVES, AND SELLER IS RELIEVED FROM, ANY OBLIGATION OR DUTY THAT SELLER MIGHT OTHERWISE HAVE TO DISCLOSE ANY CONDITION, INCLUDING AN ENVIRONMENTAL CONDITION, RELATING TO THE PROPERTY. EXCEPT AS OTHERWISE EXPRESSLY STATED IN THIS AGREEMENT, BUYER ACKNOWLEDGES AND AGREES THAT, UPON CLOSING, THAT (i) EACH SELLER SHALL SELL AND CONVEY TO BUYER AND BUYER SHALL ACCEPT THE PURCHASE EACH PROPERTY “"AS IS, WHERE IS, IS AND WITH ALL FAULTS.” EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, BUYER HAS NOT RELIED AND WILL NOT RELY ON, AND SELLER IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESSED OR IMPLIED WARRANTIES, GUARANTIES, STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PROPERTY (INCLUDING SPECIFICALLY INFORMATION PACKAGES DISTRIBUTED WITH RESPECT TO THE PROPERTY) MADE OR FURNISHED BY OR ON BEHALF OF SELLER, ANY DIRECT OR INDIRECT OWNER OF SELLER, ANY PROPERTY MANAGER, ANY FRANCHISOR OR ANY REAL ESTATE BROKER OR AGENT REPRESENTING OR PURPORTING TO REPRESENT SELLER, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, UNLESS EXPRESSLY SET FORTH IN THIS AGREEMENT. BUYER REPRESENTS TO SELLER THAT BUYER HAS CONDUCTED, OR WILL CONDUCT PRIOR TO THE CLOSING, SUCH INVESTIGATIONS OF THE PROPERTY, INCLUDING THE PHYSICAL AND ENVIRONMENTAL CONDITIONS THEREOF, AS BUYER DEEMS NECESSARY TO SATISFY ITSELF AS TO THE CONDITION OF THE PROPERTY AND THE EXISTENCE OR NONEXISTENCE, OR REMEDIAL ACTION TO BE TAKEN WITH RESPECT TO, ANY HAZARDOUS MATERIALS OR TOXIC SUBSTANCES ON OR DISCHARGED FROM THE PROPERTY, AND WILL RELY SOLELY UPON BUYER’S OWN INVESTIGATIONS AND NOT UPON ANY INFORMATION PROVIDED BY OR ON BEHALF OF SELLER OR ITS AGENTS OR EMPLOYEES WITH RESPECT THERETO, OTHER THAN SUCH REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER AS ARE EXPRESSLY SET FORTH IN THIS AGREEMENT. SUBJECT TO ARTICLE V HEREOF, UPON THE OCCURRENCE OF THE CLOSING, BUYER SHALL ASSUME THE RISK THAT ADVERSE MATTERS, INCLUDING CONSTRUCTION DEFECTS AND ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS, MAY NOT HAVE BEEN REVEALED BY BUYER’S INVESTIGATIONS. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, BUYER, UPON THE OCCURRENCE OF THE CLOSING, (I) SHALL BE DEEMED TO HAVE RELEASED, ACQUITTED AND DISCHARGED SELLER (AND SELLER’S OFFICERS, DIRECTORS, SHAREHOLDERS, MEMBERS, EMPLOYEES AND AGENTS) FROM AND AGAINST, AND (II) SHALL BE DEEMED TO HAVE WAIVED AND RELINQUISHED, ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION (INCLUDING CAUSES OF ACTION IN TORT), LOSSES, DAMAGES, LIABILITIES, COSTS AND EXPENSES (INCLUDING ATTORNEYS’ FEES AND COURT COSTS) OF ANY AND EVERY KIND OR CHARACTER, KNOWN OR UNKNOWN, THAT BUYER MIGHT HAVE ASSERTED OR ALLEGED AGAINST SELLER (AND ANY OF SELLER’S RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, MEMBERS, EMPLOYEES AND AGENTS) AT ANY TIME BY REASON OF OR ARISING OUT OF ANY LATENT OR PATENT CONSTRUCTION DEFECTS OR PHYSICAL CONDITIONS, VIOLATIONS OF ANY APPLICABLE LAWS (INCLUDING ANY ENVIRONMENTAL LAWS) AND ANY AND ALL OTHER ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR MATTERS REGARDING THE PROPERTY. BUYER AGREES THAT SHOULD ANY CLEANUP, REMEDIATION OR REMOVAL OF HAZARDOUS MATERIALS OR OTHER ENVIRONMENTAL CONDITIONS ON THE PROPERTY BE REQUIRED AFTER THE CLOSING DATE, SUCH CLEANUP, REMOVAL OR REMEDIATION SHALL BE THE RESPONSIBILITY OF AND SHALL BE PERFORMED AT THE SOLE COST AND EXPENSE OF BUYER. (c) BUYER ACKNOWLEDGES THAT SELLER HAS NOT HELD ITSELF OUT AS ENGAGED IN THE PRACTICE OF LAW OR ACCOUNTING, AND BUYER HAS NOT ESTABLISHED, DIRECTLY OR INDIRECTLY, AN ATTORNEY-CLIENT OR ACCOUNTANT-CLIENT RELATIONSHIP WITH SELLER OR ANY SELLER PARTIES. IT IS UNDERSTOOD AND AGREED THAT, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, ANY REPRESENTATIONS OR STATEMENTS MADE BY SELLER OR ANY OF THE SELLER PARTIES REGARDING LEGAL OR TAX CONSEQUENCES OF ANY OF THE TRANSACTIONS DESCRIBED IN THIS AGREEMENT MAY NOT BE USED OR RELIED UPON BY BUYER. BUYER REPRESENTS THAT IT HAS EITHER OBTAINED LEGAL COUNSEL AND TAX ADVICE PRIOR TO ENTERING INTO THIS AGREEMENT OR IT HAS DEEMED IT UNNECESSARY TO SEEK SUCH ADVICE. SELLER SHALL NOT BE HELD RESPONSIBLE FOR ANY FAILURE OF BUYER TO SEEK AND OBTAIN LEGAL AND TAX ADVICE (d) In addition, Buyer expressly acknowledges that it is not relying upon the information contained in the 000 Xxxxxxx Xxxxxx - Confidential Offering Memorandum dated October 2013, furnished by Eastdil Secured on behalf of Seller, or in any supplemental materials thereto.,"

Buyer’s Independent Investigation. (a) Buyer acknowledges and agrees that it has been given, or will be given before the end of the Investigation Period, a full opportunity to inspect and investigate each and every aspect of the PropertyProperty and to interview management, the Director of Sales and Marketing, existing tenants under the Leases, service providers and their representatives, either independently or through agents of Buyer’s choosing's choosing (and Seller acknowledges and agrees that subject to the provisions of Section 11.1 hereof, Seller shall provide Buyer with reasonable access to the Property (subject to the rights of tenants under the Leases) to facilitate such inspection and investigation), including, without limitation: (i) All matters relating to title, together with all governmental and other legal requirements such as taxes, assessments, zoning, use permit requirements and building codescodes (including, without limitation, the Americans with Disabilities Act (the "ADA") and Title 24 of California's Administrative Code). (ii) The physical and environmental condition and all other aspects of the Property, including, without limitation, the interior, the exterior, the square footage within the improvements on the Real Property, the structure, the mechanical, electrical, HVAC and plumbing components, the roofs, the paving, the utilities, and all other physical and functional aspects of the Property. Such examination of the physical condition of the Property shall include an examination for the presence or absence of hazardous or toxic materials, substances or wastes (collectively, "Hazardous Materials (as defined belowMaterials"), which shall be performed or arranged by Buyer, at Buyer’s sole expense. (iii) Any easements and/or access rights affecting the Property. (iv) The tenant leases and any other occupancy agreements (each individually referred to herein as a “Lease”, and collectively referred to herein as the “Leases”) Leases and all matters in connection therewith, including, without limitation, the ability of the tenants to pay the rent. (v) The service contracts Equipment Leases, Service Contracts, insurance policies and any other contracts documents or agreements of significance to affecting the Property (the “Contracts”)Property. (vi) All other matters that Buyer deems to be of material significance affecting the Property. (b) EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, IT IS UNDERSTOOD BUYER SPECIFICALLY ACKNOWLEDGES AND AGREED AGREES THAT SELLER IS NOT MAKING SELLING AND HAS NOT AT ANY TIME MADE ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER, EXPRESSED OR IMPLIED, WITH RESPECT TO THE PROPERTY, INCLUDING ANY WARRANTIES OR REPRESENTATIONS AS TO HABITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ZONING, TAX CONSEQUENCES, LATENT OR PATENT PHYSICAL OR ENVIRONMENTAL CONDITION, UTILITIES, OPERATING HISTORY OR PROJECTIONS, VALUATION, GOVERNMENTAL APPROVALS, THE COMPLIANCE OF BUYER IS PURCHASING THE PROPERTY WITH GOVERNMENTAL LAWS, THE TRUTH, ACCURACY OR COMPLETENESS OF ANY DILIGENCE MATERIALS OR ANY OTHER INFORMATION PROVIDED BY OR ON BEHALF OF SELLER TO BUYER, OR ANY OTHER MATTER OR THING REGARDING THE PROPERTY. EXCEPT AS OTHERWISE EXPRESSLY STATED IN THIS AGREEMENT, BUYER WAIVES, AND SELLER IS RELIEVED FROM, ANY OBLIGATION OR DUTY THAT SELLER MIGHT OTHERWISE HAVE TO DISCLOSE ANY CONDITION, INCLUDING AN ENVIRONMENTAL CONDITION, RELATING TO THE PROPERTY. EXCEPT AS OTHERWISE EXPRESSLY STATED IN THIS AGREEMENT, BUYER ACKNOWLEDGES AND AGREES THAT, UPON CLOSING, SELLER SHALL SELL AND CONVEY TO BUYER AND BUYER SHALL ACCEPT THE PROPERTY “"AS IS, WHERE IS, WITH ALL FAULTS.” EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, BUYER HAS NOT RELIED " BASIS AND WILL NOT RELY ON, AND SELLER IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESSED OR IMPLIED WARRANTIES, GUARANTIES, STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PROPERTY (INCLUDING SPECIFICALLY INFORMATION PACKAGES DISTRIBUTED WITH RESPECT TO THE PROPERTY) MADE OR FURNISHED BY OR ON BEHALF OF SELLER, ANY DIRECT OR INDIRECT OWNER OF SELLER, ANY PROPERTY MANAGER, ANY FRANCHISOR OR ANY REAL ESTATE BROKER OR AGENT REPRESENTING OR PURPORTING TO REPRESENT SELLER, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, UNLESS EXPRESSLY SET FORTH IN THIS AGREEMENT. BUYER REPRESENTS TO SELLER THAT BUYER HAS CONDUCTED, OR WILL CONDUCT PRIOR TO THE CLOSING, SUCH INVESTIGATIONS OF THE PROPERTY, INCLUDING THE PHYSICAL AND ENVIRONMENTAL CONDITIONS THEREOF, AS BUYER DEEMS NECESSARY TO SATISFY ITSELF AS TO THE CONDITION OF THE PROPERTY AND THE EXISTENCE OR NONEXISTENCE, OR REMEDIAL ACTION TO BE TAKEN WITH RESPECT TO, ANY HAZARDOUS MATERIALS OR TOXIC SUBSTANCES ON OR DISCHARGED FROM THE PROPERTY, AND WILL RELY SOLELY UPON BUYER’S OWN INVESTIGATIONS AND NOT UPON ANY INFORMATION PROVIDED BY OR ON BEHALF OF SELLER OR ITS AGENTS OR EMPLOYEES WITH RESPECT THERETO, OTHER THAN SUCH REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER AS ARE EXPRESSLY SET FORTH IN THIS AGREEMENT. SUBJECT TO ARTICLE V HEREOF, UPON THE OCCURRENCE OF THE CLOSING, BUYER SHALL ASSUME THE RISK THAT ADVERSE MATTERS, INCLUDING CONSTRUCTION DEFECTS AND ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS, MAY NOT HAVE BEEN REVEALED BY BUYER’S INVESTIGATIONS. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, BUYER, UPON THE OCCURRENCE OF THE CLOSING, (I) SHALL BE DEEMED TO HAVE RELEASED, ACQUITTED AND DISCHARGED SELLER (AND SELLER’S OFFICERS, DIRECTORS, SHAREHOLDERS, MEMBERS, EMPLOYEES AND AGENTS) FROM AND AGAINST, AND (II) SHALL BE DEEMED TO HAVE WAIVED AND RELINQUISHED, ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION (INCLUDING CAUSES OF ACTION IN TORT), LOSSES, DAMAGES, LIABILITIES, COSTS AND EXPENSES (INCLUDING ATTORNEYS’ FEES AND COURT COSTS) OF ANY AND EVERY KIND OR CHARACTER, KNOWN OR UNKNOWN, THAT BUYER MIGHT HAVE ASSERTED OR ALLEGED AGAINST SELLER (AND ANY OF SELLER’S RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, MEMBERS, EMPLOYEES AND AGENTS) AT ANY TIME BY REASON OF OR ARISING OUT OF ANY LATENT OR PATENT CONSTRUCTION DEFECTS OR PHYSICAL CONDITIONS, VIOLATIONS OF ANY APPLICABLE LAWS (INCLUDING ANY ENVIRONMENTAL LAWS) AND ANY AND ALL OTHER ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR MATTERS REGARDING THE PROPERTY. BUYER AGREES THAT SHOULD ANY CLEANUP, REMEDIATION OR REMOVAL OF HAZARDOUS MATERIALS OR OTHER ENVIRONMENTAL CONDITIONS ON THE PROPERTY BE REQUIRED AFTER THE CLOSING DATE, SUCH CLEANUP, REMOVAL OR REMEDIATION SHALL BE THE RESPONSIBILITY OF AND SHALL BE PERFORMED AT THE SOLE COST AND EXPENSE OF BUYER. (c) BUYER ACKNOWLEDGES THAT SELLER HAS NOT HELD ITSELF OUT AS ENGAGED IN THE PRACTICE OF LAW OR ACCOUNTING, AND BUYER HAS NOT ESTABLISHED, DIRECTLY OR INDIRECTLY, AN ATTORNEY-CLIENT OR ACCOUNTANT-CLIENT RELATIONSHIP WITH SELLER OR ANY SELLER PARTIES. IT IS UNDERSTOOD AND AGREED THAT, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENTHEREIN, BUYER IS NOT RELYING ON ANY REPRESENTATIONS OR STATEMENTS MADE BY SELLER OR ANY OF THE SELLER PARTIES REGARDING LEGAL OR TAX CONSEQUENCES WARRANTIES OF ANY OF KIND WHATSOEVER, EXPRESS OR IMPLIED, FROM SELLER, ITS AGENTS OR BROKERS AS TO ANY MATTERS CONCERNING THE TRANSACTIONS DESCRIBED IN THIS AGREEMENT MAY NOT BE USED OR RELIED UPON BY BUYER. BUYER REPRESENTS THAT IT HAS EITHER OBTAINED LEGAL COUNSEL AND TAX ADVICE PRIOR TO ENTERING INTO THIS AGREEMENT OR IT HAS DEEMED IT UNNECESSARY TO SEEK SUCH ADVICE. SELLER SHALL NOT BE HELD RESPONSIBLE FOR ANY FAILURE OF BUYER TO SEEK AND OBTAIN LEGAL AND TAX ADVICEPROPERTY, INCLUDING WITHOUT LIMITATION: (i) the quality, nature, adequacy and physical condition and aspects of the Property, including, but not limited to, the structural elements, foundation, roof, appurtenances, access, landscaping, parking facilities and the electrical, mechanical, HVAC, plumbing, sewage, and utility systems, facilities and appliances, (ii) the quality, nature, adequacy, and physical condition of soils, geology and any groundwater, (iii) the existence, quality, nature, adequacy and physical condition of utilities serving the Property, (iv) the development potential of the Property, and the Property's use, habitability, merchantability, or fitness, or the suitability, value or adequacy of the Property for any particular purpose, (v) the zoning or other legal status of the Property or any other public or private restrictions on use of the Property, (vi) the compliance of the Property or its operation with any applicable codes, laws, regulations, statutes, ordinances, covenants, conditions and restrictions of any governmental or quasi-governmental entity or of any other person or entity (including, without limitation, the Americans with Disabilities Act and Title 24 of California's Administrative Code), (vii) the presence of Hazardous Materials on, under or about the Property or the adjoining or neighboring property, (viii) the quality of any labor and materials used in any improvements on the Real Property, (ix) the condition of title to the Property, (x) the Leases, Equipment Leases, Service Contracts or any other agreements affecting the Property and (xi) the operating performance and economics of the Property (Buyer hereby expressly acknowledging that Seller has not made and is not making any representations or guarantees of any kind concerning the future operating performance and profitability of the Hotel and that Buyer shall make its own investigation and arrive at its own determination concerning the future performance and profitability of the Hotel). (dc) In additionBuyer further acknowledges, understands, and agrees as follows: (i) The Property may require certain seismic, structural and deferred maintenance work, the cost and expense of which could be up to Two Million Dollars ($2,000,000.00) in the aggregate; (ii) Pursuant to terms and conditions of Oakland City Counsel Resolution No. 64496, dated April 7, 1987, and an agreement with pool and tennis club members dated as of 1972, there may be a restriction on the number of members which may be accepted into the pool and tennis club; (iii) Buyer is not entering into this Agreement with the expectation of acquiring future expansion rights for the Property; and (iv) The artwork listed in EXHIBITS F-2 AND F-3 are excluded from the sale contemplated hereunder. Buyer acknowledges that it considered the implications of the matters described in subparagraphs (i)-(iv) above prior to execution of this Agreement. Moreover, Buyer expressly acknowledges that it is not relying upon waives its right to terminate this Agreement during the information contained Inspection Period or otherwise, based on any of the matters described in the 000 Xxxxxxx Xxxxxx - Confidential Offering Memorandum dated October 2013, furnished by Eastdil Secured on behalf of Seller, or in any supplemental materials theretosubparagraphs (i)-(iv) above.

Buyer’s Independent Investigation. 6.2.1. By Buyer electing to proceed by delivering an Approval Notice, but without limitation on Buyer's right to rely on the representations and warranties, covenants, agreements, indemnities and undertakings of Seller contained herein or in any closing documents executed by Seller (a) collectively, the "Seller Undertakings"), Buyer acknowledges will be deemed to have acknowledged and agrees agreed that it has been given a full opportunity to inspect and investigate each and every aspect of the Real Property, either independently or through agents of Buyer’s 's choosing, including, without limitation: : (ia) All all matters relating to titletitle and survey, together with all governmental and other legal requirements such as taxes, assessments, zoning, use permit requirements and building codes. ; and (iib) The the physical condition and aspects of the Real Property, including, without limitation, the interior, the exterior, the square footage within the improvements on the Real Property, the structure, seismic aspects of the Real Property, the foundation, roof, paving, the parking facilities, utilities, and all other physical and functional aspects of the Real Property. Such examination of the physical condition of the Real Property shall include an examination for the presence or absence of Hazardous Materials (Substances. 6.2.2. Except as defined below)expressly stated herein or as part of any Seller Undertakings, which Seller makes no representation or warranty as to the truth, accuracy or completeness of any materials, data or information delivered by Seller to Buyer in connection with the transaction contemplated hereby. Buyer acknowledges and agrees that all materials, data and information delivered by Seller to Buyer in connection with the transaction contemplated hereby are provided to Buyer as a convenience only and that any reliance on or use of such materials, data or information by Buyer shall be performed or arranged by at the sole risk of Buyer, at Buyer’s sole expense. (iii) Any easements and/or access rights affecting except as otherwise expressly stated in the Property. (iv) The tenant leases representations and warranties contained herein or in any other occupancy agreements (each individually referred to herein as a “Lease”, and collectively referred to herein as Seller Undertakings. Without limiting the “Leases”) and all matters in connection therewith, including, without limitation, the ability generality of the tenants to pay the rent. foregoing provisions, Buyer acknowledges and agrees that (va) The service contracts and any environmental or other contracts or agreements of significance report with respect to the Real Property (the “Contracts”). (vi) All other matters of material significance affecting the Property. which is delivered by Seller to Buyer shall be for general informational purposes only, (b) EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENTBuyer shall not have any right to rely on any such report delivered by Seller to Buyer, IT IS UNDERSTOOD AND AGREED THAT SELLER IS NOT MAKING AND HAS NOT AT ANY TIME MADE ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTERbut rather will rely on its own inspections and investigations of the Real Property and any reports commissioned by Buyer with respect thereto, EXPRESSED OR IMPLIEDand (c) neither Seller, WITH RESPECT TO THE PROPERTY, INCLUDING ANY WARRANTIES OR REPRESENTATIONS AS TO HABITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ZONING, TAX CONSEQUENCES, LATENT OR PATENT PHYSICAL OR ENVIRONMENTAL CONDITION, UTILITIES, OPERATING HISTORY OR PROJECTIONS, VALUATION, GOVERNMENTAL APPROVALS, THE COMPLIANCE OF THE PROPERTY WITH GOVERNMENTAL LAWS, THE TRUTH, ACCURACY OR COMPLETENESS OF ANY DILIGENCE MATERIALS OR ANY OTHER INFORMATION PROVIDED BY OR ON BEHALF OF SELLER TO BUYER, OR ANY OTHER MATTER OR THING REGARDING THE PROPERTY. EXCEPT AS OTHERWISE EXPRESSLY STATED IN THIS AGREEMENT, BUYER WAIVES, AND SELLER IS RELIEVED FROM, ANY OBLIGATION OR DUTY THAT SELLER MIGHT OTHERWISE HAVE TO DISCLOSE ANY CONDITION, INCLUDING AN ENVIRONMENTAL CONDITION, RELATING TO THE PROPERTY. EXCEPT AS OTHERWISE EXPRESSLY STATED IN THIS AGREEMENT, BUYER ACKNOWLEDGES AND AGREES THAT, UPON CLOSING, SELLER SHALL SELL AND CONVEY TO BUYER AND BUYER SHALL ACCEPT THE PROPERTY “AS IS, WHERE IS, WITH ALL FAULTSany affiliate of Seller nor the person or entity which prepared any such report delivered by Seller to Buyer shall have any liability to Buyer for any inaccuracy in or omission from any such report.” EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, BUYER HAS NOT RELIED AND WILL NOT RELY ON, AND SELLER IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESSED OR IMPLIED WARRANTIES, GUARANTIES, STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PROPERTY (INCLUDING SPECIFICALLY INFORMATION PACKAGES DISTRIBUTED WITH RESPECT TO THE PROPERTY) MADE OR FURNISHED BY OR ON BEHALF OF SELLER, ANY DIRECT OR INDIRECT OWNER OF SELLER, ANY PROPERTY MANAGER, ANY FRANCHISOR OR ANY REAL ESTATE BROKER OR AGENT REPRESENTING OR PURPORTING TO REPRESENT SELLER, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, UNLESS EXPRESSLY SET FORTH IN THIS AGREEMENT. BUYER REPRESENTS TO SELLER THAT BUYER HAS CONDUCTED, OR WILL CONDUCT PRIOR TO THE CLOSING, SUCH INVESTIGATIONS OF THE PROPERTY, INCLUDING THE PHYSICAL AND ENVIRONMENTAL CONDITIONS THEREOF, AS BUYER DEEMS NECESSARY TO SATISFY ITSELF AS TO THE CONDITION OF THE PROPERTY AND THE EXISTENCE OR NONEXISTENCE, OR REMEDIAL ACTION TO BE TAKEN WITH RESPECT TO, ANY HAZARDOUS MATERIALS OR TOXIC SUBSTANCES ON OR DISCHARGED FROM THE PROPERTY, AND WILL RELY SOLELY UPON BUYER’S OWN INVESTIGATIONS AND NOT UPON ANY INFORMATION PROVIDED BY OR ON BEHALF OF SELLER OR ITS AGENTS OR EMPLOYEES WITH RESPECT THERETO, OTHER THAN SUCH REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER AS ARE EXPRESSLY SET FORTH IN THIS AGREEMENT. SUBJECT TO ARTICLE V HEREOF, UPON THE OCCURRENCE OF THE CLOSING, BUYER SHALL ASSUME THE RISK THAT ADVERSE MATTERS, INCLUDING CONSTRUCTION DEFECTS AND ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS, MAY NOT HAVE BEEN REVEALED BY BUYER’S INVESTIGATIONS 6.2.3. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENTHEREIN AND WITHOUT LIMITATION ON THE SELLER UNDERTAKINGS, BUYER, UPON BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT SELLER IS SELLING AND BUYER IS PURCHASING THE OCCURRENCE OF THE CLOSING, (I) SHALL BE DEEMED TO HAVE RELEASED, ACQUITTED PROPERTY ON AN "AS IS WITH ALL FAULTS" BASIS AND DISCHARGED SELLER (AND SELLER’S OFFICERS, DIRECTORS, SHAREHOLDERS, MEMBERS, EMPLOYEES AND AGENTS) FROM AND AGAINST, AND (II) SHALL BE DEEMED TO HAVE WAIVED AND RELINQUISHED, ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION (INCLUDING CAUSES OF ACTION IN TORT), LOSSES, DAMAGES, LIABILITIES, COSTS AND EXPENSES (INCLUDING ATTORNEYS’ FEES AND COURT COSTS) OF ANY AND EVERY KIND OR CHARACTER, KNOWN OR UNKNOWN, THAT BUYER MIGHT HAVE ASSERTED OR ALLEGED AGAINST SELLER (AND ANY OF SELLER’S RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, MEMBERS, EMPLOYEES AND AGENTS) AT ANY TIME BY REASON OF OR ARISING OUT OF ANY LATENT OR PATENT CONSTRUCTION DEFECTS OR PHYSICAL CONDITIONS, VIOLATIONS OF ANY APPLICABLE LAWS (INCLUDING ANY ENVIRONMENTAL LAWS) AND ANY AND ALL OTHER ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR MATTERS REGARDING THE PROPERTY. BUYER AGREES THAT SHOULD ANY CLEANUP, REMEDIATION OR REMOVAL OF HAZARDOUS MATERIALS OR OTHER ENVIRONMENTAL CONDITIONS IS NOT RELYING ON THE PROPERTY BE REQUIRED AFTER THE CLOSING DATE, SUCH CLEANUP, REMOVAL OR REMEDIATION SHALL BE THE RESPONSIBILITY OF AND SHALL BE PERFORMED AT THE SOLE COST AND EXPENSE OF BUYER. (c) BUYER ACKNOWLEDGES THAT SELLER HAS NOT HELD ITSELF OUT AS ENGAGED IN THE PRACTICE OF LAW OR ACCOUNTING, AND BUYER HAS NOT ESTABLISHED, DIRECTLY OR INDIRECTLY, AN ATTORNEY-CLIENT OR ACCOUNTANT-CLIENT RELATIONSHIP WITH SELLER OR ANY SELLER PARTIES. IT IS UNDERSTOOD AND AGREED THAT, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, ANY REPRESENTATIONS OR STATEMENTS MADE BY SELLER WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, FROM SELLER, OR ITS AGENTS OR BROKERS, OR ANY OTHER PERSON ACTING OR PURPORTING TO ACT ON BEHALF OF SELLER, AS TO ANY MATTERS CONCERNING THE SELLER PARTIES REGARDING LEGAL OR TAX CONSEQUENCES OF ANY OF THE TRANSACTIONS DESCRIBED IN THIS AGREEMENT MAY NOT BE USED OR RELIED UPON BY BUYER. BUYER REPRESENTS THAT IT HAS EITHER OBTAINED LEGAL COUNSEL AND TAX ADVICE PRIOR TO ENTERING INTO THIS AGREEMENT OR IT HAS DEEMED IT UNNECESSARY TO SEEK SUCH ADVICE. SELLER SHALL NOT BE HELD RESPONSIBLE FOR ANY FAILURE OF BUYER TO SEEK AND OBTAIN LEGAL AND TAX ADVICE REAL PROPERTY, INCLUDING WITHOUT LIMITATION: (di) In additionthe quality, Buyer expressly acknowledges that it is nature, adequacy and physical condition and aspects of the Real Property, including, but not relying upon limited to, the information contained in structural elements,seismic aspects of the 000 Xxxxxxx Xxxxxx - Confidential Offering Memorandum dated October 2013Real Property, furnished by Eastdil Secured foundation, roof, appurtenances, access, landscaping, parking facilities and the electrical, mechanical, HVAC, plumbing, sewage, and utility systems, facilities and appliances, the square footage within the improvements on behalf the Real Property and within each tenant space therein, (ii) the quality, nature, adequacy, and physical condition of Sellersoils, geology and any groundwater, (iii) the existence, quality, nature, adequacy and physical condition of utilities serving the Real Property, (iv) the development potential of the Real Property, and the Real Property's use, habitability, merchantability, or fitness, suitability, value or adequacy of the Property for any particular purpose, (v) the zoning or other legal status of the Real Property or any other public or private restrictions on use of the Real Property, (vi) the compliance of the Real Property or its operation with any applicable codes, laws, regulations, statutes, ordinances, covenants, conditions and restrictions of any governmental or quasi­ governmental entity or of any other person or entity, (vii) the presence of Hazardous substances on, under or about the Real Property or the adjoining or neighboring property, (viii) the quality of any labor and materials used in any supplemental materials theretoimprovements on the Real Property, (ix) the condition of title to the Real Property, (x) the value, economics of the operation or income potential of the Real Property, or (xi) any other fact or condition which may affect the Real Property, including without limitation, the physical condition, value, economics of operation or income potential of the Real Property. 6.2.4. Notwithstanding anything contained herein to the contrary, the terms of this Section 6.2 shall in no event apply to or serve to limit Seller's obligations, as tenant, under the Lease. 6.2.5. Buyer represents to Seller that the execution and delivery of this Agreement by Buyer, and the performance of this Agreement by Buyer, has been duly authorized by Buyer, and this Agreement is binding on Buyer and enforceable against Buyer in accordance with its terms. No consent of Buyer's investment committee or lender, or any creditor, investor, judicial or administrative body, governmental authority, or other governmental body or agency, or other party to such execution, delivery and performance by Buyer is required. Neither the execution of this Agreement nor the consummation of the transactions contemplated hereby will (i) result in a breach of, default under, or acceleration of, any agreement to which Buyer is a party or by which Buyer is bound; or (ii) violate any restriction, court order, agreement or other legal obligation to which Buyer is subject.

Buyer’s Independent Investigation. (a) Buyer represents, warrants and acknowledges and agrees that it has been given a full opportunity to inspect and investigate each and every aspect of the Property, either independently or through agents of Buyer’s choosing, including, without limitation: (i) All matters relating to titleit and its representatives have undertaken an independent investigation, together with all governmental examination, analysis and other legal requirements such as taxesverification of each Acquired Company and the Business and the assets, assessmentsliabilities, zoningoperations, use permit requirements financial results and building codes. prospects of each Acquired Company, including Buyer’s own estimate of the value of the Acquired Companies (ii) The physical condition of it has had the Propertyopportunity to ask questions of, including, without limitationand has received sufficient answers from, the interiorAcquired Companies, the exteriorSellers and their respective representatives, with respect to the structureBusiness and the assets, the pavingliabilities, the utilitiesoperations, financial results, and all other physical and functional aspects prospects of the Property. Such examination of the physical condition of the Property shall include an examination for the presence or absence of Hazardous Materials (as defined below)each Acquired Company, which shall be performed or arranged by Buyer, at Buyer’s sole expense. (iii) Any easements and/or access rights affecting the Property. all materials and information requested by Buyer have been provided to Buyer to their reasonable satisfaction, and (iv) The tenant leases it has undertaken such due diligence (including a review of the assets, liabilities, books, records and any other occupancy agreements (contracts of each individually referred to herein Acquired Company) as a “Lease”each of them deems adequate. Buyer has not relied upon, and collectively referred each expressly waives and releases the Sellers (including for any payment out of the Post-Closing Adjustment Escrow Amount) from any liability for any rights, claims or cause of action relating to herein as the “Leases”) and all matters in connection therewith, including, without limitationor arising from, the ability accuracy, completeness or materiality of the tenants to pay the rent. any representation, warranty, statement, advice, document, projection, data, information or other materials (vwritten or oral) The service contracts and other contracts or agreements of significance to the Property (the “Contracts”). (vi) All other matters of material significance affecting the Property. (b) EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, IT IS UNDERSTOOD AND AGREED THAT SELLER IS NOT MAKING AND HAS NOT AT ANY TIME MADE ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER, EXPRESSED OR IMPLIED, WITH RESPECT TO THE PROPERTY, INCLUDING ANY WARRANTIES OR REPRESENTATIONS AS TO HABITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ZONING, TAX CONSEQUENCES, LATENT OR PATENT PHYSICAL OR ENVIRONMENTAL CONDITION, UTILITIES, OPERATING HISTORY OR PROJECTIONS, VALUATION, GOVERNMENTAL APPROVALS, THE COMPLIANCE OF THE PROPERTY WITH GOVERNMENTAL LAWS, THE TRUTH, ACCURACY OR COMPLETENESS OF ANY DILIGENCE MATERIALS OR ANY OTHER INFORMATION PROVIDED BY OR ON BEHALF OF SELLER TO BUYER, OR ANY OTHER MATTER OR THING REGARDING THE PROPERTY. EXCEPT AS OTHERWISE EXPRESSLY STATED IN THIS AGREEMENT, BUYER WAIVES, AND SELLER IS RELIEVED FROM, ANY OBLIGATION OR DUTY THAT SELLER MIGHT OTHERWISE HAVE TO DISCLOSE ANY CONDITION, INCLUDING AN ENVIRONMENTAL CONDITION, RELATING TO THE PROPERTY. EXCEPT AS OTHERWISE EXPRESSLY STATED IN THIS AGREEMENT, BUYER ACKNOWLEDGES AND AGREES THAT, UPON CLOSING, SELLER SHALL SELL AND CONVEY TO BUYER AND BUYER SHALL ACCEPT THE PROPERTY “AS IS, WHERE IS, WITH ALL FAULTS.” EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, BUYER HAS NOT RELIED AND WILL NOT RELY ON, AND SELLER IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESSED OR IMPLIED WARRANTIES, GUARANTIES, STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PROPERTY (INCLUDING SPECIFICALLY INFORMATION PACKAGES DISTRIBUTED WITH RESPECT TO THE PROPERTY) MADE OR FURNISHED BY OR ON BEHALF OF SELLER, ANY DIRECT OR INDIRECT OWNER OF SELLER, ANY PROPERTY MANAGER, ANY FRANCHISOR OR ANY REAL ESTATE BROKER OR AGENT REPRESENTING OR PURPORTING TO REPRESENT SELLER, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, UNLESS EXPRESSLY SET FORTH IN THIS AGREEMENT. BUYER REPRESENTS TO SELLER THAT BUYER HAS CONDUCTED, OR WILL CONDUCT PRIOR TO THE CLOSING, SUCH INVESTIGATIONS OF THE PROPERTY, INCLUDING THE PHYSICAL AND ENVIRONMENTAL CONDITIONS THEREOF, AS BUYER DEEMS NECESSARY TO SATISFY ITSELF AS TO THE CONDITION OF THE PROPERTY AND THE EXISTENCE OR NONEXISTENCE, OR REMEDIAL ACTION TO BE TAKEN WITH RESPECT TO, ANY HAZARDOUS MATERIALS OR TOXIC SUBSTANCES ON OR DISCHARGED FROM THE PROPERTY, AND WILL RELY SOLELY UPON BUYER’S OWN INVESTIGATIONS AND NOT UPON ANY INFORMATION PROVIDED BY OR ON BEHALF OF SELLER OR ITS AGENTS OR EMPLOYEES WITH RESPECT THERETO, OTHER THAN SUCH REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER AS ARE EXPRESSLY SET FORTH IN THIS AGREEMENT. SUBJECT TO ARTICLE V HEREOF, UPON THE OCCURRENCE OF THE CLOSING, BUYER SHALL ASSUME THE RISK THAT ADVERSE MATTERS, INCLUDING CONSTRUCTION DEFECTS AND ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS, MAY NOT HAVE BEEN REVEALED BY BUYER’S INVESTIGATIONS. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, BUYER, UPON THE OCCURRENCE OF THE CLOSING, (I) SHALL BE DEEMED TO HAVE RELEASED, ACQUITTED AND DISCHARGED SELLER (AND SELLER’S OFFICERS, DIRECTORS, SHAREHOLDERS, MEMBERS, EMPLOYEES AND AGENTS) FROM AND AGAINST, AND (II) SHALL BE DEEMED TO HAVE WAIVED AND RELINQUISHED, ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION (INCLUDING CAUSES OF ACTION IN TORT), LOSSES, DAMAGES, LIABILITIES, COSTS AND EXPENSES (INCLUDING ATTORNEYS’ FEES AND COURT COSTS) OF ANY AND EVERY KIND OR CHARACTER, KNOWN OR UNKNOWN, THAT BUYER MIGHT HAVE ASSERTED OR ALLEGED AGAINST SELLER (AND ANY OF SELLER’S RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, MEMBERS, EMPLOYEES AND AGENTS) AT ANY TIME BY REASON OF OR ARISING OUT OF ANY LATENT OR PATENT CONSTRUCTION DEFECTS OR PHYSICAL CONDITIONS, VIOLATIONS OF ANY APPLICABLE LAWS (INCLUDING ANY ENVIRONMENTAL LAWS) AND ANY AND ALL OTHER ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR MATTERS REGARDING THE PROPERTY. BUYER AGREES THAT SHOULD ANY CLEANUP, REMEDIATION OR REMOVAL OF HAZARDOUS MATERIALS OR OTHER ENVIRONMENTAL CONDITIONS ON THE PROPERTY BE REQUIRED AFTER THE CLOSING DATE, SUCH CLEANUP, REMOVAL OR REMEDIATION SHALL BE THE RESPONSIBILITY OF AND SHALL BE PERFORMED AT THE SOLE COST AND EXPENSE OF BUYER. (c) BUYER ACKNOWLEDGES THAT SELLER HAS NOT HELD ITSELF OUT AS ENGAGED IN THE PRACTICE OF LAW OR ACCOUNTING, AND BUYER HAS NOT ESTABLISHED, DIRECTLY OR INDIRECTLY, AN ATTORNEY-CLIENT OR ACCOUNTANT-CLIENT RELATIONSHIP WITH SELLER OR ANY SELLER PARTIES. IT IS UNDERSTOOD AND AGREED THAT, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, ANY REPRESENTATIONS OR STATEMENTS MADE BY SELLER OR ANY OF THE SELLER PARTIES REGARDING LEGAL OR TAX CONSEQUENCES OF ANY OF THE TRANSACTIONS DESCRIBED IN THIS AGREEMENT MAY NOT BE USED OR RELIED UPON BY BUYER. BUYER REPRESENTS THAT IT HAS EITHER OBTAINED LEGAL COUNSEL AND TAX ADVICE PRIOR TO ENTERING INTO THIS AGREEMENT OR IT HAS DEEMED IT UNNECESSARY TO SEEK SUCH ADVICE. SELLER SHALL NOT BE HELD RESPONSIBLE FOR ANY FAILURE OF BUYER TO SEEK AND OBTAIN LEGAL AND TAX ADVICE (d) In addition, Buyer expressly acknowledges that it is not relying upon the information contained in the 000 Xxxxxxx Xxxxxx - Confidential Offering Memorandum dated October 2013any type provided, furnished or made available by Eastdil Secured or on behalf of Sellerthe Sellers, any Acquired Company, or their Affiliates or any of their representatives, except for those representations and warranties expressly set forth in Article 3. In connection with such investigation, Buyer and their representatives have received from or on behalf of the Sellers or the Acquired Companies certain estimates, budgets, forecasts, plans and financial projections (“Forward‑Looking Statements”), and Buyer acknowledges that (x) there are uncertainties inherent in making Forward‑Looking Statements, (y) it is familiar with such uncertainties and it is taking full responsibility for making its own evaluation of the adequacy and accuracy of all Forward‑Looking Statements, and (z) except for those representations and warranties expressly set forth in Article 3, none of the Sellers, the Acquired Companies, or any supplemental materials theretoother Person is making any representation or warranty with respect to, or will have or be subject to any liability to Buyer or any other Person resulting from, the distribution to Buyer or their use of, Forward‑Looking Statements.

Buyer’s Independent Investigation. (a) During the Feasibility Period, Buyer acknowledges and agrees that it has been given a full will investigate (or will have had the opportunity to inspect investigate) to the extent deemed necessary by Buyer, all matters relating to title and investigate each governmental regulations affecting the Property, and every aspect development of the Property, either independently or through agents of Buyer’s choosing, including, without limitation: (i) All matters relating to title, together with all governmental and other legal requirements such as taxes, assessments, zoning, use permit requirements and building codes. (ii) The physical condition of . In addition, Buyer and its representatives, agents, consultants and contractors shall have the Propertyright to enter the Property to inspect it, including, without limitation, the interior, the exterior, the structure, the pavingroof, the HVAC systems, the parking and landscaped areas, the utilities, the Personal Property and all other physical and functional aspects of the Property (each, a “Buyer Inspection”) subject to the following terms and conditions: (i) Buyer shall provide Seller with at least one (1) business day prior written or oral notice of any Buyer Inspection. (ii) Each Buyer Inspection shall be at Buyer’s sole cost. (iii) The persons or entities performing the Buyer Inspections shall be properly licensed and qualified and shall have obtained all appropriate permits for performing relevant tests on the Property and shall have delivered such permits to Seller, prior to performing any tests on the Property. Such examination Prior to entry onto the Property, Buyer shall deliver to Seller (and cause each contractor and consultant who desires to enter onto the Property to deliver to Seller) a certificate of insurance evidencing that Buyer (or such applicable contractor or consultant) has obtained a policy or policies of commercial general liability insurance providing for a combined single limit of not less than One Million Dollars ($1,000,000) per occurrence covering liability to property or persons for Buyer’s and its agents’ and employees’ (and contractors’ or consultants’) activities on or about the Property, and naming Seller as an additional insured. (iv) Seller shall have the right to reasonably approve the timing, scope and location of any proposed invasive or physical testing or drilling of the physical condition Property, or any portion thereof. Seller shall have the right, but not the obligation, to obtain, at Seller’s cost, split samples resulting from such drilling or testing. (v) Unless otherwise requested by Seller, all the Buyer Inspections shall be between 9:00 a.m. and 5:00 p.m. Seller shall exercise commercially reasonable efforts, and cause its agents’, employees’, contractors’ and other representatives entering the Property, or applicable portion thereof, to exercise commercially reasonable efforts, to minimize any interruption with or disturbance of Seller’s business operations being conducted in the commercial building located at 0000 Xxxxx Xxxxx Xxxx. (vi) Seller shall have right to have one (1) or more representatives of Seller accompany Buyer and Buyer’s representatives, agents, consultants or contractors while they are on the Property. (vii) If the Property shall include an examination for the presence or absence of Hazardous Materials (as defined below)is damaged by Buyer in connection with a Buyer’s Inspection, which shall be performed or arranged by Buyer, at Buyer’s sole cost and expense, shall promptly repair such damage and restore the Property to its condition existing immediately prior to the Buyer Inspections. Until restoration is complete, Buyer shall take all steps necessary to ensure that any conditions on the Property created by the Buyer Inspections do not materially interfere with the normal operation of the Property or create any dangerous, unhealthy, unsightly or noisy conditions on the Property. The restoration obligation contained in this Section 3.1(a)(vii) shall survive the termination of this Agreement. (iiiviii) Any easements and/or access rights affecting the Property. Buyer shall indemnify, protect and defend (iv) The tenant leases and any other occupancy agreements (each individually referred with counsel reasonably acceptable to herein as a “Lease”, and collectively referred to herein as the “Leases”Seller) and hold harmless Seller from and against any and all matters in connection therewithclaims, damages, liens, judgments, demands, obligations, actions, costs, liabilities and losses (including mechanics’ liens) and expenses (including, without limitation, reasonable attorneys’ fees) to the ability extent arising out of any acts of Buyer or any of its agents, employees, representatives, consultants or contractors on or about the tenants Property, or applicable portion thereof; provided, however, such obligation of Buyer to pay indemnify, defend, protect and hold harmless Seller shall not be applicable to the rentmere discovery by Buyer of any Hazardous Materials existing on, in or under the Property and not caused to be present, or contributed to, by Buyer or any of its agents, employees, contractors or other representatives. The indemnity obligations contained in this Section 3.1(a)(viii) shall survive the Closing or any termination of this Agreement. (vix) The service contracts Each Buyer Inspection, and other contracts the results thereof, shall remain Confidential Information, except that Buyer shall furnish to Seller, promptly following the receipt thereof, without representation or agreements warranty, copies of significance all third party reports, studies and assessments of the Property or improvements thereon. Anything in this Agreement to the Property (contrary notwithstanding, Buyer’s obligations under this Section 3.1(a)(ix) shall survive the “Contracts”)termination of this Agreement. (vi) All other matters of material significance affecting the Property. (b) EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, IT IS UNDERSTOOD AND AGREED THAT SELLER IS NOT MAKING AND HAS NOT AT ANY TIME MADE ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER, EXPRESSED OR IMPLIED, WITH RESPECT TO THE PROPERTY, INCLUDING ANY WARRANTIES OR REPRESENTATIONS AS TO HABITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ZONING, TAX CONSEQUENCES, LATENT OR PATENT PHYSICAL OR ENVIRONMENTAL CONDITION, UTILITIES, OPERATING HISTORY OR PROJECTIONS, VALUATION, GOVERNMENTAL APPROVALS, THE COMPLIANCE OF THE PROPERTY WITH GOVERNMENTAL LAWS, THE TRUTH, ACCURACY OR COMPLETENESS OF ANY DILIGENCE MATERIALS OR ANY OTHER INFORMATION PROVIDED BY OR ON BEHALF OF SELLER TO BUYER, OR ANY OTHER MATTER OR THING REGARDING THE PROPERTY. EXCEPT AS OTHERWISE EXPRESSLY STATED IN THIS AGREEMENT, BUYER WAIVES, AND SELLER IS RELIEVED FROM, ANY OBLIGATION OR DUTY THAT SELLER MIGHT OTHERWISE HAVE TO DISCLOSE ANY CONDITION, INCLUDING AN ENVIRONMENTAL CONDITION, RELATING TO THE PROPERTY. EXCEPT AS OTHERWISE EXPRESSLY STATED IN THIS AGREEMENT, BUYER ACKNOWLEDGES AND AGREES THAT, UPON CLOSING, SELLER SHALL SELL AND CONVEY TO BUYER AND BUYER SHALL ACCEPT THE PROPERTY “AS IS, WHERE IS, WITH ALL FAULTS.” EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, BUYER HAS NOT RELIED AND WILL NOT RELY ON, AND SELLER IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESSED OR IMPLIED WARRANTIES, GUARANTIES, STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PROPERTY (INCLUDING SPECIFICALLY INFORMATION PACKAGES DISTRIBUTED WITH RESPECT TO THE PROPERTY) MADE OR FURNISHED BY OR ON BEHALF OF SELLER, ANY DIRECT OR INDIRECT OWNER OF SELLER, ANY PROPERTY MANAGER, ANY FRANCHISOR OR ANY REAL ESTATE BROKER OR AGENT REPRESENTING OR PURPORTING TO REPRESENT SELLER, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, UNLESS EXPRESSLY SET FORTH IN THIS AGREEMENT. BUYER REPRESENTS TO SELLER THAT BUYER HAS CONDUCTED, OR WILL CONDUCT PRIOR TO THE CLOSING, SUCH INVESTIGATIONS OF THE PROPERTY, INCLUDING THE PHYSICAL AND ENVIRONMENTAL CONDITIONS THEREOF, AS BUYER DEEMS NECESSARY TO SATISFY ITSELF AS TO THE CONDITION OF THE PROPERTY AND THE EXISTENCE OR NONEXISTENCE, OR REMEDIAL ACTION TO BE TAKEN WITH RESPECT TO, ANY HAZARDOUS MATERIALS OR TOXIC SUBSTANCES ON OR DISCHARGED FROM THE PROPERTY, AND WILL RELY SOLELY UPON BUYER’S OWN INVESTIGATIONS AND NOT UPON ANY INFORMATION PROVIDED BY OR ON BEHALF OF SELLER OR ITS AGENTS OR EMPLOYEES WITH RESPECT THERETO, OTHER THAN SUCH REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER AS ARE EXPRESSLY SET FORTH IN THIS AGREEMENT. SUBJECT TO ARTICLE V HEREOF, UPON THE OCCURRENCE OF THE CLOSING, BUYER SHALL ASSUME THE RISK THAT ADVERSE MATTERS, INCLUDING CONSTRUCTION DEFECTS AND ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS, MAY NOT HAVE BEEN REVEALED BY BUYER’S INVESTIGATIONS. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, BUYER, UPON THE OCCURRENCE OF THE CLOSING, (I) SHALL BE DEEMED TO HAVE RELEASED, ACQUITTED AND DISCHARGED SELLER (AND SELLER’S OFFICERS, DIRECTORS, SHAREHOLDERS, MEMBERS, EMPLOYEES AND AGENTS) FROM AND AGAINST, AND (II) SHALL BE DEEMED TO HAVE WAIVED AND RELINQUISHED, ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION (INCLUDING CAUSES OF ACTION IN TORT), LOSSES, DAMAGES, LIABILITIES, COSTS AND EXPENSES (INCLUDING ATTORNEYS’ FEES AND COURT COSTS) OF ANY AND EVERY KIND OR CHARACTER, KNOWN OR UNKNOWN, THAT BUYER MIGHT HAVE ASSERTED OR ALLEGED AGAINST SELLER (AND ANY OF SELLER’S RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, MEMBERS, EMPLOYEES AND AGENTS) AT ANY TIME BY REASON OF OR ARISING OUT OF ANY LATENT OR PATENT CONSTRUCTION DEFECTS OR PHYSICAL CONDITIONS, VIOLATIONS OF ANY APPLICABLE LAWS (INCLUDING ANY ENVIRONMENTAL LAWS) AND ANY AND ALL OTHER ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR MATTERS REGARDING THE PROPERTY. BUYER AGREES THAT SHOULD ANY CLEANUP, REMEDIATION OR REMOVAL OF HAZARDOUS MATERIALS OR OTHER ENVIRONMENTAL CONDITIONS ON THE PROPERTY BE REQUIRED AFTER THE CLOSING DATE, SUCH CLEANUP, REMOVAL OR REMEDIATION SHALL BE THE RESPONSIBILITY OF AND SHALL BE PERFORMED AT THE SOLE COST AND EXPENSE OF BUYER. (c) BUYER ACKNOWLEDGES THAT SELLER HAS NOT HELD ITSELF OUT AS ENGAGED IN THE PRACTICE OF LAW OR ACCOUNTING, AND BUYER HAS NOT ESTABLISHED, DIRECTLY OR INDIRECTLY, AN ATTORNEY-CLIENT OR ACCOUNTANT-CLIENT RELATIONSHIP WITH SELLER OR ANY SELLER PARTIES. IT IS UNDERSTOOD AND AGREED THAT, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, ANY REPRESENTATIONS OR STATEMENTS MADE BY SELLER OR ANY OF THE SELLER PARTIES REGARDING LEGAL OR TAX CONSEQUENCES OF ANY OF THE TRANSACTIONS DESCRIBED IN THIS AGREEMENT MAY NOT BE USED OR RELIED UPON BY BUYER. BUYER REPRESENTS THAT IT HAS EITHER OBTAINED LEGAL COUNSEL AND TAX ADVICE PRIOR TO ENTERING INTO THIS AGREEMENT OR IT HAS DEEMED IT UNNECESSARY TO SEEK SUCH ADVICE. SELLER SHALL NOT BE HELD RESPONSIBLE FOR ANY FAILURE OF BUYER TO SEEK AND OBTAIN LEGAL AND TAX ADVICE (d) In addition, Buyer expressly acknowledges that it is not relying upon the information contained in the 000 Xxxxxxx Xxxxxx - Confidential Offering Memorandum dated October 2013, furnished by Eastdil Secured on behalf of Seller, or in any supplemental materials thereto.

Buyer’s Independent Investigation. (a) 7.3.1. Buyer acknowledges and agrees that it has been given, or will be given before the end of the Due Diligence Period, assuming compliance by Seller with the terms of this Agreement, a full opportunity to inspect and investigate each and every aspect of the Property, either independently or through agents of Buyer’s choosing, including, without limitation: (ia) All matters relating to title, together with all governmental and other legal requirements such as taxes, assessments, zoning, use permit requirements requirements, and building codes.; (iib) The physical condition and aspects of the Property, including, without limitation, the interior, the exterior, the square footage within the improvements on the Real Property and within each tenant space therein, the structure, the paving, the utilities, and all other physical and functional aspects of the Property. Such examination of the physical condition of the Property shall include , including, without limitation, an examination for the presence or absence of Hazardous Materials (as defined below)Materials, which shall be performed or arranged by Buyer, Buyer at Buyer’s sole expense.; (iiic) Any easements and/or access rights affecting the Property.; (ivd) The tenant leases and any other occupancy agreements (each individually referred to herein as a “Lease”, and collectively referred to herein as the “Leases”) Leases and all matters in connection therewith, including, without limitation, the ability of the tenants to pay the rent.; (ve) The service contracts Contracts and any other contracts documents or agreements of significance to affecting the Property (the “Contracts”).Property; and (vif) All other matters of material significance affecting the PropertyProperty or delivered to Buyer by Seller in accordance with Article 3 of this Agreement. (b) EXCEPT 7.3.2. THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT HAS BEEN NEGOTIATED BETWEEN SELLER AND BUYER, THIS AGREEMENT REFLECTS THE MUTUAL AGREEMENT OF SELLER AND BUYER, AND BUYER HAS CONDUCTED OR SHALL HAVE CONDUCTED ITS OWN INDEPENDENT EXAMINATION OF THE PROPERTY. OTHER THAN THE MATTERS REPRESENTED IN SECTION 6.1 AND 9.7 HEREOF AS EXPRESSLY STATED IN THIS AGREEMENTSUCH MAY BE LIMITED BY SECTION 6.2 HEREOF, IT IS UNDERSTOOD AND AGREED THAT SELLER IS NOT MAKING AND BUYER HAS NOT AT RELIED UPON AND WILL NOT RELY UPON, EITHER DIRECTLY OR INDIRECTLY, ANY TIME MADE REPRESENTATION OR WARRANTY OF SELLER OR ANY OF SELLER’S AGENTS OR REPRESENTATIVES, AND BUYER HEREBY ACKNOWLEDGES THAT NO SUCH REPRESENTATIONS HAVE BEEN MADE. OTHER THAN THE MATTERS REPRESENTED IN SECTIONS 6.1 AND 9.7 HEREOF, SELLER SPECIFICALLY DISCLAIMS, AND NEITHER IT NOR ANY OTHER PERSON IS MAKING, ANY REPRESENTATION, WARRANTY OR ASSURANCE WHATSOEVER TO BUYER AND NO WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER, EXPRESSED EITHER EXPRESS OR IMPLIED, ARE MADE BY SELLER OR RELIED UPON BY BUYER, IN EACH CASE WITH RESPECT TO THE STATUS OF TITLE TO OR THE MAINTENANCE, REPAIR, CONDITION, DESIGN OR MARKETABILITY OF THE PROPERTY, OR ANY PORTION THEREOF, INCLUDING BUT NOT LIMITED TO (a) ANY WARRANTIES IMPLIED OR REPRESENTATIONS AS TO HABITABILITY, EXPRESS WARRANTY OF MERCHANTABILITY, (b) ANY IMPLIED OR EXPRESS WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, TITLE(c) ANY IMPLIED OR EXPRESS WARRANTY OF CONFORMITY TO MODELS OR SAMPLES OF MATERIALS, ZONING(d) ANY RIGHTS OF BUYER UNDER APPROPRIATE STATUTES TO CLAIM DIMINUTION OF CONSIDERATION, TAX CONSEQUENCES(e) ANY CLAIM BY BUYER FOR DAMAGES BECAUSE OF DEFECTS, LATENT WHETHER KNOWN OR PATENT PHYSICAL OR ENVIRONMENTAL CONDITIONUNKNOWN, UTILITIES, OPERATING HISTORY OR PROJECTIONS, VALUATION, GOVERNMENTAL APPROVALS, THE COMPLIANCE OF THE PROPERTY WITH GOVERNMENTAL LAWS, THE TRUTH, ACCURACY OR COMPLETENESS OF ANY DILIGENCE MATERIALS OR ANY OTHER INFORMATION PROVIDED BY OR ON BEHALF OF SELLER TO BUYER, OR ANY OTHER MATTER OR THING REGARDING THE PROPERTY. EXCEPT AS OTHERWISE EXPRESSLY STATED IN THIS AGREEMENT, BUYER WAIVES, AND SELLER IS RELIEVED FROM, ANY OBLIGATION OR DUTY THAT SELLER MIGHT OTHERWISE HAVE TO DISCLOSE ANY CONDITION, INCLUDING AN ENVIRONMENTAL CONDITION, RELATING TO THE PROPERTY. EXCEPT AS OTHERWISE EXPRESSLY STATED IN THIS AGREEMENT, BUYER ACKNOWLEDGES AND AGREES THAT, UPON CLOSING, SELLER SHALL SELL AND CONVEY TO BUYER AND BUYER SHALL ACCEPT THE PROPERTY “AS IS, WHERE IS, WITH ALL FAULTS.” EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, BUYER HAS NOT RELIED AND WILL NOT RELY ON, AND SELLER IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESSED OR IMPLIED WARRANTIES, GUARANTIES, STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PROPERTY (INCLUDING SPECIFICALLY INFORMATION PACKAGES DISTRIBUTED WITH RESPECT TO THE PROPERTY) MADE IMPROVEMENTS OR FURNISHED BY OR ON BEHALF OF SELLER, ANY DIRECT OR INDIRECT OWNER OF SELLER, ANY PROPERTY MANAGER, ANY FRANCHISOR OR ANY REAL ESTATE BROKER OR AGENT REPRESENTING OR PURPORTING TO REPRESENT SELLER, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, UNLESS EXPRESSLY SET FORTH IN THIS AGREEMENT. BUYER REPRESENTS TO SELLER THAT BUYER HAS CONDUCTED, OR WILL CONDUCT PRIOR TO THE CLOSING, SUCH INVESTIGATIONS OF THE PERSONAL PROPERTY, INCLUDING (f) THE PHYSICAL AND ENVIRONMENTAL CONDITIONS THEREOF, AS BUYER DEEMS NECESSARY TO SATISFY ITSELF AS TO THE FINANCIAL CONDITION OR PROSPECTS OF THE PROPERTY AND (g) THE EXISTENCE COMPLIANCE OR NONEXISTENCELACK THEREOF OF THE REAL PROPERTY OR THE IMPROVEMENTS WITH GOVERNMENTAL REGULATIONS, OR REMEDIAL ACTION TO BE TAKEN WITH RESPECT TO, ANY HAZARDOUS MATERIALS OR TOXIC SUBSTANCES ON OR DISCHARGED FROM IT BEING THE PROPERTY, AND WILL RELY SOLELY UPON BUYER’S OWN INVESTIGATIONS AND NOT UPON ANY INFORMATION PROVIDED BY OR ON BEHALF EXPRESS INTENTION OF SELLER OR ITS AGENTS OR EMPLOYEES WITH RESPECT THERETO, OTHER THAN SUCH REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER AS ARE EXPRESSLY SET FORTH IN THIS AGREEMENT. SUBJECT TO ARTICLE V HEREOF, UPON THE OCCURRENCE OF THE CLOSING, BUYER SHALL ASSUME THE RISK THAT ADVERSE MATTERS, INCLUDING CONSTRUCTION DEFECTS AND ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS, MAY NOT HAVE BEEN REVEALED BY BUYER’S INVESTIGATIONS. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, BUYER, UPON THE OCCURRENCE OF THE CLOSING, (I) SHALL BE DEEMED TO HAVE RELEASED, ACQUITTED AND DISCHARGED SELLER (AND SELLER’S OFFICERS, DIRECTORS, SHAREHOLDERS, MEMBERS, EMPLOYEES AND AGENTS) FROM AND AGAINST, AND (II) SHALL BE DEEMED TO HAVE WAIVED AND RELINQUISHED, ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION (INCLUDING CAUSES OF ACTION IN TORT), LOSSES, DAMAGES, LIABILITIES, COSTS AND EXPENSES (INCLUDING ATTORNEYS’ FEES AND COURT COSTS) OF ANY AND EVERY KIND OR CHARACTER, KNOWN OR UNKNOWN, THAT BUYER MIGHT HAVE ASSERTED OR ALLEGED AGAINST SELLER (AND ANY OF SELLER’S RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, MEMBERS, EMPLOYEES AND AGENTS) AT ANY TIME BY REASON OF OR ARISING OUT OF ANY LATENT OR PATENT CONSTRUCTION DEFECTS OR PHYSICAL CONDITIONS, VIOLATIONS OF ANY APPLICABLE LAWS (INCLUDING ANY ENVIRONMENTAL LAWS) AND ANY AND ALL OTHER ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR MATTERS REGARDING THE PROPERTY. BUYER AGREES THAT SHOULD ANY CLEANUP, REMEDIATION OR REMOVAL OF HAZARDOUS MATERIALS OR OTHER ENVIRONMENTAL CONDITIONS ON THE PROPERTY BE REQUIRED AFTER THE CLOSING DATE, SUCH CLEANUP, REMOVAL OR REMEDIATION SHALL BE THE RESPONSIBILITY OF AND SHALL BE PERFORMED AT THE SOLE COST AND EXPENSE OF BUYER. (c) BUYER ACKNOWLEDGES THAT SELLER HAS NOT HELD ITSELF OUT AS ENGAGED IN THE PRACTICE OF LAW OR ACCOUNTING, AND BUYER HAS NOT ESTABLISHED, DIRECTLY OR INDIRECTLY, AN ATTORNEY-CLIENT OR ACCOUNTANT-CLIENT RELATIONSHIP WITH SELLER OR ANY SELLER PARTIES. IT IS UNDERSTOOD AND AGREED THAT, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, ANY REPRESENTATIONS OR STATEMENTS MADE BY SELLER OR ANY THE PROPERTY WILL BE CONVEYED AND TRANSFERRED TO BUYER IN ITS PRESENT CONDITION AND STATE OF THE SELLER PARTIES REGARDING LEGAL OR TAX CONSEQUENCES OF ANY OF THE TRANSACTIONS DESCRIBED IN THIS AGREEMENT MAY NOT BE USED OR RELIED UPON BY BUYERREPAIR, “AS IS” AND ”WHERE IS”, WITH ALL FAULTS. BUYER REPRESENTS THAT IT HAS EITHER OBTAINED LEGAL COUNSEL AND TAX ADVICE PRIOR TO ENTERING INTO THIS AGREEMENT OR IT HAS DEEMED IT UNNECESSARY TO SEEK SUCH ADVICE. SELLER SHALL NOT BE HELD RESPONSIBLE FOR ANY FAILURE OF BUYER TO SEEK AND OBTAIN LEGAL AND TAX ADVICE (d) In addition, Buyer expressly acknowledges represents that it is a knowledgeable, experienced and sophisticated buyer of real estate, and that, except with respect to the warranties expressly set forth herein, it is relying solely on its own expertise and that of Buyer’s consultants in purchasing the Property. Buyer acknowledges and agrees that it will have the opportunity to conduct such inspections, investigations and other independent examinations of the Property and related matters as Buyer may deem necessary, including but not relying limited to the physical and environmental conditions thereof, during the Due Diligence Period and will rely upon same and not upon any statements of Seller or of any officer, director, employee, agent or attorney of Seller other than the information contained matters represented in Sections 6.1 and 9.7 hereof or in the 000 Xxxxxxx Xxxxxx - Confidential Offering Memorandum dated October 2013Closing Documents. Buyer acknowledges that all information obtained by Buyer will be obtained from a variety of sources and Seller will not be deemed to have represented or warranted the completeness, truth or accuracy of any of the Due Diligence Items or other such information heretofore or hereafter furnished to Buyer, except as may be expressly provided in Section 6.1 hereof. Upon Closing, Buyer will assume the risk, as to matters other than the representations of Seller in Section 6.1 hereof that adverse matters, including, but not limited to, adverse physical and environmental conditions, may not have been revealed by Buyer’s inspections and investigations. Buyer acknowledges and agrees that upon Closing, Seller will sell and convey to Buyer, and Buyer will accept the Property, “AS IS, WHERE IS,” with all faults, except as may be expressly provided in Section 6.1 hereof. Buyer further acknowledges and agrees that there are no oral agreements, warranties or representations, collateral to or affecting the Property, by Seller, any agent of Seller or any third party. Seller is not liable or bound in any manner by any oral or written statements, representations or information pertaining to the Property furnished by Eastdil Secured on behalf any real estate broker, agent, employee, servant or other person, unless the same are specifically set forth or referred to herein. Buyer acknowledges that the Purchase Price reflects the “as is, where is” nature of Sellerthis sale and any faults, liabilities, defects or in any supplemental materials theretoother adverse matters that may be associated with the Property, BUYER, WITH BUYER’S COUNSEL, HAS FULLY REVIEWED THE DISCLAIMERS AND WAIVERS SET FORTH IN THIS AGREEMENT, AND UNDERSTANDS THE SIGNIFICANCE AND EFFECT THEREOF. BUYER ACKNOWLEDGES AND AGREES THAT THE DISCLAIMERS AND OTHER AGREEMENTS SET FORTH HEREIN ARE AN INTEGRAL PART OF THIS AGREEMENT, AND THAT SELLER WOULD NOT HAVE AGREED TO SELL THE PROPERTY TO BUYER FOR THE PURCHASE PRICE WITHOUT THE DISCLAIMERS AND OTHER AGREEMENTS SET FORTH IN THIS AGREEMENT. THE TERMS AND CONDITIONS OF THIS SUBSECTION 7.3.2 WILL EXPRESSLY SURVIVE THE CLOSING, WILL NOT MERGE WITH THE PROVISIONS OF ANY CLOSING DOCUMENTS AND WILL BE INCORPORATED INTO THE DEED.

Buyer’s Independent Investigation. (a) During the Feasibility Period, Buyer acknowledges and agrees that it has been given a full opportunity will investigate to inspect and investigate each and every aspect of the Propertyextent deemed necessary by Buyer, either independently or through agents of Buyer’s choosing, including, without limitation: (i) All all matters relating to titletitle and governmental regulations affecting the Property, together with all governmental and other legal requirements such as taxes, assessments, zoning, use permit requirements and building codes. (ii) The physical condition of . In addition, Buyer and its representatives, agents, consultants and contractors shall have the right to enter the Property, or applicable portion thereof, to inspect it, including, without limitation, the interior, the exterior, the structure, the paving, the utilities, and all other physical and functional aspects of the Property. Such examination Property (each, a “Buyer Inspection”) subject to the following terms and conditions: (i) Buyer shall not be in default of the physical condition this Agreement. (ii) Buyer shall provide Seller with at least two (2) business day’s prior written or oral notice of the Property shall include an examination for the presence or absence of Hazardous Materials (as defined below), which shall be performed or arranged by Buyer, at Buyer’s sole expenseany Buyer Inspection. (iii) Any easements and/or access rights affecting the PropertyEach Buyer Inspection shall be at Buyer’s sole cost. (iv) The tenant leases and any other occupancy agreements persons or entities performing the Buyer Inspections shall be properly licensed (each individually referred to herein as a “Lease”, and collectively referred to herein as the “Leases”extent an applicable license is required) and qualified and shall have obtained all matters appropriate permits for performing relevant tests on the Property and shall have delivered such permits to Seller, prior to performing any tests on the Property. (v) Buyer shall not undertake, or cause to be undertaken, any physical or invasive testing or drilling of the Property without Seller’s prior written approval, which approval Seller may give or withhold in connection therewithSeller’s sole discretion. If Seller consents in writing to such physical or invasive testing or drilling, then Seller shall be entitled to impose reasonable conditions on such testing or drilling, including, without limitation, the ability condition that Seller be provided split samples of the tenants to pay the rent. (v) The service contracts and other contracts Buyer’s core samples resulting from such testing or agreements of significance to the Property (the “Contracts”)drilling. (vi) All Unless otherwise requested by Seller, all the Buyer Inspections shall be during normal business hours. In connection with the exercise of Buyer’s rights under this Section 3.1(a), Buyer shall comply, and cause its agents, employees, contractors, consultants and other matters representatives to comply, with all reasonable security requirements of material significance affecting Seller with respect to the Improvements. (vii) Seller shall have the right to have one (1) or more representatives of Seller accompany Buyer and Buyer’s representatives, agents, consultants or contractors while they are on the Property. (bviii) EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENTIf the Property is damaged by Buyer or any of its agents, IT IS UNDERSTOOD AND AGREED THAT SELLER IS NOT MAKING AND HAS NOT AT ANY TIME MADE ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTERemployees, EXPRESSED OR IMPLIEDaffiliates, WITH RESPECT TO THE PROPERTYconsultants, INCLUDING ANY WARRANTIES OR REPRESENTATIONS AS TO HABITABILITYcontractors, MERCHANTABILITYsubcontractors or other representatives, FITNESS FOR A PARTICULAR PURPOSEin connection with a Buyer’s Inspection and Buyer does not purchase the Property, TITLEthen Buyer, ZONINGat Buyer’s sole cost and expense, TAX CONSEQUENCESshall immediately repair such damage and restore the Property to its condition existing immediately prior to the Buyer Inspections. Until restoration is complete, LATENT OR PATENT PHYSICAL OR ENVIRONMENTAL CONDITIONBuyer shall take all steps necessary to ensure that any conditions on the Property created by the Buyer Inspections do not interfere with the normal operation of the Property or create any dangerous, UTILITIESunhealthy, OPERATING HISTORY OR PROJECTIONS, VALUATION, GOVERNMENTAL APPROVALS, THE COMPLIANCE OF THE PROPERTY WITH GOVERNMENTAL LAWS, THE TRUTH, ACCURACY OR COMPLETENESS OF ANY DILIGENCE MATERIALS OR ANY OTHER INFORMATION PROVIDED BY OR ON BEHALF OF SELLER TO BUYER, OR ANY OTHER MATTER OR THING REGARDING THE PROPERTYunsightly or noisy conditions on the Property. EXCEPT AS OTHERWISE EXPRESSLY STATED IN THIS AGREEMENT, BUYER WAIVES, AND SELLER IS RELIEVED FROM, ANY OBLIGATION OR DUTY THAT SELLER MIGHT OTHERWISE HAVE TO DISCLOSE ANY CONDITION, INCLUDING AN ENVIRONMENTAL CONDITION, RELATING TO THE PROPERTY. EXCEPT AS OTHERWISE EXPRESSLY STATED IN THIS AGREEMENT, BUYER ACKNOWLEDGES AND AGREES THAT, UPON CLOSING, SELLER SHALL SELL AND CONVEY TO BUYER AND BUYER SHALL ACCEPT THE PROPERTY “AS IS, WHERE IS, WITH ALL FAULTS.” EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, BUYER HAS NOT RELIED AND WILL NOT RELY ON, AND SELLER IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESSED OR IMPLIED WARRANTIES, GUARANTIES, STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PROPERTY (INCLUDING SPECIFICALLY INFORMATION PACKAGES DISTRIBUTED WITH RESPECT TO THE PROPERTYThe restoration obligation contained in this Section 3.1(a)(viii) MADE OR FURNISHED BY OR ON BEHALF OF SELLER, ANY DIRECT OR INDIRECT OWNER OF SELLER, ANY PROPERTY MANAGER, ANY FRANCHISOR OR ANY REAL ESTATE BROKER OR AGENT REPRESENTING OR PURPORTING TO REPRESENT SELLER, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, UNLESS EXPRESSLY SET FORTH IN THIS AGREEMENT. BUYER REPRESENTS TO SELLER THAT BUYER HAS CONDUCTED, OR WILL CONDUCT PRIOR TO THE CLOSING, SUCH INVESTIGATIONS OF THE PROPERTY, INCLUDING THE PHYSICAL AND ENVIRONMENTAL CONDITIONS THEREOF, AS BUYER DEEMS NECESSARY TO SATISFY ITSELF AS TO THE CONDITION OF THE PROPERTY AND THE EXISTENCE OR NONEXISTENCE, OR REMEDIAL ACTION TO BE TAKEN WITH RESPECT TO, ANY HAZARDOUS MATERIALS OR TOXIC SUBSTANCES ON OR DISCHARGED FROM THE PROPERTY, AND WILL RELY SOLELY UPON BUYER’S OWN INVESTIGATIONS AND NOT UPON ANY INFORMATION PROVIDED BY OR ON BEHALF OF SELLER OR ITS AGENTS OR EMPLOYEES WITH RESPECT THERETO, OTHER THAN SUCH REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER AS ARE EXPRESSLY SET FORTH IN THIS AGREEMENT. SUBJECT TO ARTICLE V HEREOF, UPON THE OCCURRENCE OF THE CLOSING, BUYER SHALL ASSUME THE RISK THAT ADVERSE MATTERS, INCLUDING CONSTRUCTION DEFECTS AND ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS, MAY NOT HAVE BEEN REVEALED BY BUYER’S INVESTIGATIONS. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, BUYER, UPON THE OCCURRENCE OF THE CLOSING, (I) SHALL BE DEEMED TO HAVE RELEASED, ACQUITTED AND DISCHARGED SELLER (AND SELLER’S OFFICERS, DIRECTORS, SHAREHOLDERS, MEMBERS, EMPLOYEES AND AGENTS) FROM AND AGAINST, AND (II) SHALL BE DEEMED TO HAVE WAIVED AND RELINQUISHED, ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION (INCLUDING CAUSES OF ACTION IN TORT), LOSSES, DAMAGES, LIABILITIES, COSTS AND EXPENSES (INCLUDING ATTORNEYS’ FEES AND COURT COSTS) OF ANY AND EVERY KIND OR CHARACTER, KNOWN OR UNKNOWN, THAT BUYER MIGHT HAVE ASSERTED OR ALLEGED AGAINST SELLER (AND ANY OF SELLER’S RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, MEMBERS, EMPLOYEES AND AGENTS) AT ANY TIME BY REASON OF OR ARISING OUT OF ANY LATENT OR PATENT CONSTRUCTION DEFECTS OR PHYSICAL CONDITIONS, VIOLATIONS OF ANY APPLICABLE LAWS (INCLUDING ANY ENVIRONMENTAL LAWS) AND ANY AND ALL OTHER ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR MATTERS REGARDING THE PROPERTY. BUYER AGREES THAT SHOULD ANY CLEANUP, REMEDIATION OR REMOVAL OF HAZARDOUS MATERIALS OR OTHER ENVIRONMENTAL CONDITIONS ON THE PROPERTY BE REQUIRED AFTER THE CLOSING DATE, SUCH CLEANUP, REMOVAL OR REMEDIATION SHALL BE THE RESPONSIBILITY OF AND SHALL BE PERFORMED AT THE SOLE COST AND EXPENSE OF BUYERshall survive the termination of this Agreement. (ix) Buyer shall indemnify, protect and defend (with counsel reasonably acceptable to Seller) and hold harmless Seller and its members, managers, employees, agents and affiliates for, from and against any and all claims, damages, liens, judgments, injuries, penalties, demands, obligations, actions, costs, liabilities and losses (including mechanics’ liens) and expenses (including, without limitation, attorneys’ fees) to the extent arising out of any entry by Buyer or any of its agents, employees, representatives, consultants or contractors. The foregoing indemnity and defense obligations do not apply to (a) any loss, liability, cost or expense to the extent arising from or related to the negligence or willful misconduct of Seller or any of its agents, employees or contractors, (b) any diminution in value of the Property arising from or relating to the mere discovery of any pre-existing condition on the Property by Buyer during its investigation of the Property, or (c) BUYER ACKNOWLEDGES THAT SELLER HAS NOT HELD ITSELF OUT AS ENGAGED IN THE PRACTICE OF LAW OR ACCOUNTINGthe spread or release of any Hazardous Materials which are merely discovered (but not deposited, AND BUYER HAS NOT ESTABLISHEDreleased, DIRECTLY OR INDIRECTLYspilled, AN ATTORNEY-CLIENT OR ACCOUNTANT-CLIENT RELATIONSHIP WITH SELLER OR ANY SELLER PARTIESexacerbated or discharged) on or under the Property by Buyer or any of its agents, employees, affiliates, contractors, subcontractors, materialmen and other representatives (provided, however, Buyer’s indemnification, defense and hold harmless obligations stated in this subsection 3.1(a)(ix) shall be applicable to claims, damages, liens, judgments, injuries, penalties, demands, obligations, actions, costs, liabilities and losses (including mechanics’ liens) and expenses (including, without limitation, attorneys’ fees) to the extent arising from any Hazardous Materials that are exacerbated by the acts omissions of Buyer or any of its agents, employees, affiliates, contractors, consultants or other representatives. IT IS UNDERSTOOD AND AGREED THAT, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, ANY REPRESENTATIONS OR STATEMENTS MADE BY SELLER OR ANY OF THE SELLER PARTIES REGARDING LEGAL OR TAX CONSEQUENCES OF ANY OF THE TRANSACTIONS DESCRIBED IN THIS AGREEMENT MAY NOT BE USED OR RELIED UPON BY BUYER. BUYER REPRESENTS THAT IT HAS EITHER OBTAINED LEGAL COUNSEL AND TAX ADVICE PRIOR TO ENTERING INTO THIS AGREEMENT OR IT HAS DEEMED IT UNNECESSARY TO SEEK SUCH ADVICE. SELLER SHALL NOT BE HELD RESPONSIBLE FOR ANY FAILURE OF BUYER TO SEEK AND OBTAIN LEGAL AND TAX ADVICEThe obligations of Buyer contained in this Section 3.1(a)(ix) shall survive Closing or any termination of this Agreement. (dx) In additionEach Buyer Inspection, and the results thereof, shall remain confidential pursuant to the terms of Section 12.3 of this Agreement. The obligations of Buyer expressly acknowledges that it is not relying upon the information contained in this Section 3.1(a)(x) shall survive the 000 Xxxxxxx Xxxxxx - Confidential Offering Memorandum dated October 2013, furnished by Eastdil Secured on behalf termination of Seller, or in any supplemental materials theretothis Agreement.

Buyer’s Independent Investigation. (a) Buyer acknowledges and agrees that it has been given a full opportunity to inspect and investigate each and every aspect of the Propertygiven, either independently or through agents of Buyer’s choosing, an opportunity to review all material matters regarding the Property, including, without limitation: (ia) All matters relating to title, leasehold interests, together with all governmental and other legal requirements such as taxes, assessments, zoning, use permit requirements and building codes.; (iib) The Improvements, physical condition and aspects of the Property, including, without limitation, the interior, the exterior, the structure, the paving, the utilities, and including all other physical and functional aspects of the Property. Such examination of the physical condition of the Property shall include an examination for the presence or absence of (including Hazardous Materials (as defined belowMaterials), which shall be performed or arranged by Buyer, Buyer at Buyer’s sole expense.; (iiic) Any easements and/or and access rights affecting the Property.; (ivd) The tenant leases All Intangible Property, the Plans and any other occupancy agreements (each individually referred to herein as a “Lease”, and collectively referred to herein as the “Leases”) and all matters in connection therewith, including, without limitation, the ability of the tenants to pay the rent. (v) The service contracts and other contracts documents or agreements of significance to affecting the Property (the “Contracts”).Property; and (vie) All other matters of material significance affecting the Property. , or which Buyer otherwise reasonably considers to be relevant to the acquisition of the Property. statements of Seller or of any member, manager, officer, director, agent or attorney of Seller. Buyer acknowledges that all information obtained by Buyer has been obtained from a variety of sources and Seller will not be deemed to have represented or warranted the completeness, adequacy, truth or accuracy of any information heretofore or hereafter furnished to Buyer. Upon Closing, Buyer will assume the risk that adverse matters, including adverse physical and environmental conditions, may not have been revealed by Buyer’s inspections and investigations (b) EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENTsubject to the express representations and warranties of Buyer hereunder). Buyer acknowledges and agrees that upon Closing, IT IS UNDERSTOOD AND AGREED THAT SELLER IS NOT MAKING AND HAS NOT AT ANY TIME MADE ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTERSeller will sell and convey to Buyer, EXPRESSED OR IMPLIEDand Buyer will accept the Property, WITH RESPECT TO THE PROPERTY, INCLUDING ANY WARRANTIES OR REPRESENTATIONS AS TO HABITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ZONING, TAX CONSEQUENCES, LATENT OR PATENT PHYSICAL OR ENVIRONMENTAL CONDITION, UTILITIES, OPERATING HISTORY OR PROJECTIONS, VALUATION, GOVERNMENTAL APPROVALS, THE COMPLIANCE OF THE PROPERTY WITH GOVERNMENTAL LAWS, THE TRUTH, ACCURACY OR COMPLETENESS OF ANY DILIGENCE MATERIALS OR ANY OTHER INFORMATION PROVIDED BY OR ON BEHALF OF SELLER TO BUYER, OR ANY OTHER MATTER OR THING REGARDING THE PROPERTY. EXCEPT AS OTHERWISE EXPRESSLY STATED IN THIS AGREEMENT, BUYER WAIVES, AND SELLER IS RELIEVED FROM, ANY OBLIGATION OR DUTY THAT SELLER MIGHT OTHERWISE HAVE TO DISCLOSE ANY CONDITION, INCLUDING AN ENVIRONMENTAL CONDITION, RELATING TO THE PROPERTY. EXCEPT AS OTHERWISE EXPRESSLY STATED IN THIS AGREEMENT, BUYER ACKNOWLEDGES AND AGREES THAT, UPON CLOSING, SELLER SHALL SELL AND CONVEY TO BUYER AND BUYER SHALL ACCEPT THE PROPERTY “AS IS, WHERE IS,” with all faults. Buyer further acknowledges and agrees that there are no oral agreements, warranties or representations, collateral to or affecting the Property, by Seller, any agent of Seller or any third party other than the representations and warranties expressly set forth in this Agreement. Seller is not liable or bound in any manner by any oral or written statements, representations or information pertaining to the Property furnished by any real estate broker, agent, employee, servant or other person, unless the same are specifically set forth or referred to herein. Buyer acknowledges that the Purchase Price reflects the “as is, where is” nature of this sale and any faults, liabilities, defects or other adverse matters that may be associated with the Property. BUYER, WITH ALL FAULTS.” EXCEPT AS EXPRESSLY STATED BUYER’S COUNSEL, HAS FULLY REVIEWED THE DISCLAIMERS AND WAIVERS SET FORTH IN THIS AGREEMENT, AND UNDERSTANDS THE SIGNIFICANCE AND EFFECT THEREOF. BUYER HAS NOT RELIED ACKNOWLEDGES AND WILL NOT RELY ONAGREES THAT THE DISCLAIMERS AND OTHER AGREEMENTS SET FORTH HEREIN ARE AN INTEGRAL PART OF THIS AGREEMENT, AND THAT SELLER IS WOULD NOT LIABLE FOR OR BOUND BY, ANY EXPRESSED OR IMPLIED WARRANTIES, GUARANTIES, STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING HAVE AGREED TO SELL THE PROPERTY (INCLUDING SPECIFICALLY INFORMATION PACKAGES DISTRIBUTED WITH RESPECT TO BUYER FOR THE PROPERTY) MADE OR FURNISHED BY OR ON BEHALF OF SELLER, ANY DIRECT OR INDIRECT OWNER OF SELLER, ANY PROPERTY MANAGER, ANY FRANCHISOR OR ANY REAL ESTATE BROKER OR AGENT REPRESENTING OR PURPORTING TO REPRESENT SELLER, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, UNLESS EXPRESSLY PURCHASE PRICE WITHOUT THE DISCLAIMER AND OTHER AGREEMENTS SET FORTH IN THIS AGREEMENT. BUYER REPRESENTS TO SELLER THAT BUYER HAS CONDUCTED, OR THE TERMS AND CONDITIONS OF THIS SECTION 7.4 WILL CONDUCT PRIOR TO EXPRESSLY SURVIVE THE CLOSING, SUCH INVESTIGATIONS WILL NOT MERGE WITH THE PROVISIONS OF THE PROPERTY, INCLUDING THE PHYSICAL AND ENVIRONMENTAL CONDITIONS THEREOF, AS BUYER DEEMS NECESSARY TO SATISFY ITSELF AS TO THE CONDITION OF THE PROPERTY AND THE EXISTENCE OR NONEXISTENCE, OR REMEDIAL ACTION TO BE TAKEN WITH RESPECT TO, ANY HAZARDOUS MATERIALS OR TOXIC SUBSTANCES ON OR DISCHARGED FROM THE PROPERTY, CLOSING DOCUMENTS AND WILL RELY SOLELY UPON BUYER’S OWN INVESTIGATIONS AND NOT UPON ANY INFORMATION PROVIDED BY OR ON BEHALF OF SELLER OR ITS AGENTS OR EMPLOYEES WITH RESPECT THERETO, OTHER THAN SUCH REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER AS ARE EXPRESSLY SET FORTH IN THIS AGREEMENT. SUBJECT TO ARTICLE V HEREOF, UPON BE INCORPORATED INTO THE OCCURRENCE OF THE CLOSING, BUYER SHALL ASSUME THE RISK THAT ADVERSE MATTERS, INCLUDING CONSTRUCTION DEFECTS AND ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS, MAY NOT HAVE BEEN REVEALED BY BUYER’S INVESTIGATIONS. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, BUYER, UPON THE OCCURRENCE OF THE CLOSING, (I) SHALL BE DEEMED TO HAVE RELEASED, ACQUITTED AND DISCHARGED SELLER (AND SELLER’S OFFICERS, DIRECTORS, SHAREHOLDERS, MEMBERS, EMPLOYEES AND AGENTS) FROM AND AGAINST, AND (II) SHALL BE DEEMED TO HAVE WAIVED AND RELINQUISHED, ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION (INCLUDING CAUSES OF ACTION IN TORT), LOSSES, DAMAGES, LIABILITIES, COSTS AND EXPENSES (INCLUDING ATTORNEYS’ FEES AND COURT COSTS) OF ANY AND EVERY KIND OR CHARACTER, KNOWN OR UNKNOWN, THAT BUYER MIGHT HAVE ASSERTED OR ALLEGED AGAINST SELLER (AND ANY OF SELLER’S RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, MEMBERS, EMPLOYEES AND AGENTS) AT ANY TIME BY REASON OF OR ARISING OUT OF ANY LATENT OR PATENT CONSTRUCTION DEFECTS OR PHYSICAL CONDITIONS, VIOLATIONS OF ANY APPLICABLE LAWS (INCLUDING ANY ENVIRONMENTAL LAWS) AND ANY AND ALL OTHER ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR MATTERS REGARDING THE PROPERTY. BUYER AGREES THAT SHOULD ANY CLEANUP, REMEDIATION OR REMOVAL OF HAZARDOUS MATERIALS OR OTHER ENVIRONMENTAL CONDITIONS ON THE PROPERTY BE REQUIRED AFTER THE CLOSING DATE, SUCH CLEANUP, REMOVAL OR REMEDIATION SHALL BE THE RESPONSIBILITY OF AND SHALL BE PERFORMED AT THE SOLE COST AND EXPENSE OF BUYERDEED. (c) BUYER ACKNOWLEDGES THAT SELLER HAS NOT HELD ITSELF OUT AS ENGAGED IN THE PRACTICE OF LAW OR ACCOUNTING, AND BUYER HAS NOT ESTABLISHED, DIRECTLY OR INDIRECTLY, AN ATTORNEY-CLIENT OR ACCOUNTANT-CLIENT RELATIONSHIP WITH SELLER OR ANY SELLER PARTIES. IT IS UNDERSTOOD AND AGREED THAT, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, ANY REPRESENTATIONS OR STATEMENTS MADE BY SELLER OR ANY OF THE SELLER PARTIES REGARDING LEGAL OR TAX CONSEQUENCES OF ANY OF THE TRANSACTIONS DESCRIBED IN THIS AGREEMENT MAY NOT BE USED OR RELIED UPON BY BUYER. BUYER REPRESENTS THAT IT HAS EITHER OBTAINED LEGAL COUNSEL AND TAX ADVICE PRIOR TO ENTERING INTO THIS AGREEMENT OR IT HAS DEEMED IT UNNECESSARY TO SEEK SUCH ADVICE. SELLER SHALL NOT BE HELD RESPONSIBLE FOR ANY FAILURE OF BUYER TO SEEK AND OBTAIN LEGAL AND TAX ADVICE (d) In addition, Buyer expressly acknowledges that it is not relying upon the information contained in the 000 Xxxxxxx Xxxxxx - Confidential Offering Memorandum dated October 2013, furnished by Eastdil Secured on behalf of Seller, or in any supplemental materials thereto.

Buyer’s Independent Investigation. 6.4.1. Without limitation on Buyer’s right to rely on the representations and warranties, covenants, agreements, indemnities and undertakings of Seller contained herein or in any conveyance documents or certifications executed by Seller or a Selling Subsidiary (a) collectively, the “Seller Undertakings”), Buyer expressly acknowledges and agrees that it has been given a full opportunity to inspect and investigate each and every aspect of the each Inspection Property, either independently or through agents of Buyer’s choosing, including, without limitation: : (ia) All all matters relating to titletitle and survey, together with all governmental and other legal requirements such as taxes, assessments, zoning, use permit requirements and building codes. ; and (iib) The the physical condition and aspects of the Inspection Property, including, without limitation, the interior, the exterior, the square footage within the improvements on the Inspection Property, the structure, seismic aspects of each Inspection Property, the foundation, roof, paving, the parking facilities, utilities, and all other physical and functional aspects of the each Inspection Property. Such examination of the physical condition of the Inspection Property shall may at Buyer’s option include an examination for the presence or absence of Hazardous Materials (as defined below), which shall be performed or arranged by Buyer, at Buyer’s sole expenseSubstances. (iii) Any easements and/or access rights affecting 6.4.2. Except as expressly stated as part of any Seller Undertakings, Seller makes no representation or warranty as to the Property. (iv) The tenant leases truth, accuracy or completeness of the Documents or any other materials, data or information delivered by Seller to Buyer in connection with the transaction contemplated hereby. Buyer acknowledges and agrees that all Documents and any other occupancy agreements (each individually referred materials, data and information delivered by Seller to herein Buyer in connection with the transaction contemplated hereby are provided to Buyer as a “Lease”convenience only and that any reliance thereon or use thereof by Buyer shall be at the sole risk of Buyer, and collectively referred to herein except as otherwise expressly stated in any Seller Undertakings. Without limiting the “Leases”) and all matters in connection therewith, including, without limitation, the ability generality of the tenants to pay the rent. foregoing provisions, Buyer acknowledges and agrees that (va) The service contracts and any environmental or other contracts or agreements of significance report with respect to the Property (the “Contracts”). (vi) All other matters of material significance affecting the Property. Properties which is delivered by Seller to Buyer shall be for general informational purposes only, (b) EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENTBuyer shall not have any right to rely on any such report delivered by Seller to Buyer, IT IS UNDERSTOOD AND AGREED THAT SELLER IS NOT MAKING AND HAS NOT AT ANY TIME MADE ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTERbut rather will rely on its own inspections and investigations of the Properties and any reports commissioned by Buyer with respect thereto, EXPRESSED OR IMPLIEDand (c) neither Seller, WITH RESPECT TO THE PROPERTY, INCLUDING ANY WARRANTIES OR REPRESENTATIONS AS TO HABITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ZONING, TAX CONSEQUENCES, LATENT OR PATENT PHYSICAL OR ENVIRONMENTAL CONDITION, UTILITIES, OPERATING HISTORY OR PROJECTIONS, VALUATION, GOVERNMENTAL APPROVALS, THE COMPLIANCE OF THE PROPERTY WITH GOVERNMENTAL LAWS, THE TRUTH, ACCURACY OR COMPLETENESS OF ANY DILIGENCE MATERIALS OR ANY OTHER INFORMATION PROVIDED BY OR ON BEHALF OF SELLER TO BUYER, OR ANY OTHER MATTER OR THING REGARDING THE PROPERTYany affiliate of Seller nor the person or entity which prepared any such report delivered by Seller to Buyer shall have any liability to Buyer for any inaccuracy in or omission from any such report. 6.4.1. EXCEPT AS OTHERWISE EXPRESSLY STATED IN THIS AGREEMENT, BUYER WAIVES, AND SELLER IS RELIEVED FROM, ANY OBLIGATION OR DUTY THAT SELLER MIGHT OTHERWISE HAVE TO DISCLOSE ANY CONDITION, INCLUDING AN ENVIRONMENTAL CONDITION, RELATING TO THE PROPERTY. EXCEPT AS OTHERWISE EXPRESSLY STATED IN THIS AGREEMENT, BUYER ACKNOWLEDGES AND AGREES THAT, UPON CLOSING, SELLER SHALL SELL AND CONVEY TO BUYER AND BUYER SHALL ACCEPT THE PROPERTY “AS IS, WHERE IS, WITH ALL FAULTS.” EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, BUYER HAS NOT RELIED AND WILL NOT RELY ON, AND SELLER IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESSED OR IMPLIED WARRANTIES, GUARANTIES, STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PROPERTY (INCLUDING SPECIFICALLY INFORMATION PACKAGES DISTRIBUTED WITH RESPECT TO THE PROPERTY) MADE OR FURNISHED BY OR ON BEHALF OF SELLER, ANY DIRECT OR INDIRECT OWNER OF SELLER, ANY PROPERTY MANAGER, ANY FRANCHISOR OR ANY REAL ESTATE BROKER OR AGENT REPRESENTING OR PURPORTING TO REPRESENT SELLER, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, UNLESS EXPRESSLY SET FORTH IN THIS AGREEMENT. BUYER REPRESENTS TO SELLER THAT BUYER HAS CONDUCTED, OR WILL CONDUCT PRIOR TO THE CLOSING, SUCH INVESTIGATIONS OF THE PROPERTY, INCLUDING THE PHYSICAL AND ENVIRONMENTAL CONDITIONS THEREOF, AS BUYER DEEMS NECESSARY TO SATISFY ITSELF AS TO THE CONDITION OF THE PROPERTY AND THE EXISTENCE OR NONEXISTENCE, OR REMEDIAL ACTION TO BE TAKEN WITH RESPECT TO, ANY HAZARDOUS MATERIALS OR TOXIC SUBSTANCES ON OR DISCHARGED FROM THE PROPERTY, AND WILL RELY SOLELY UPON BUYER’S OWN INVESTIGATIONS AND NOT UPON ANY INFORMATION PROVIDED BY OR ON BEHALF OF SELLER OR ITS AGENTS OR EMPLOYEES WITH RESPECT THERETO, OTHER THAN SUCH REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER AS ARE EXPRESSLY SET FORTH IN THIS AGREEMENT. SUBJECT TO ARTICLE V HEREOF, UPON THE OCCURRENCE OF THE CLOSING, BUYER SHALL ASSUME THE RISK THAT ADVERSE MATTERS, INCLUDING CONSTRUCTION DEFECTS AND ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS, MAY NOT HAVE BEEN REVEALED BY BUYER’S INVESTIGATIONS. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, BUYERAND WITHOUT LIMITATION ON THE SELLER UNDERTAKINGS, UPON THE OCCURRENCE OF THE CLOSING, (I) SHALL BE DEEMED TO HAVE RELEASED, ACQUITTED BUYER SPECIFICALLY ACKNOWLEDGES AND DISCHARGED SELLER (AND SELLER’S OFFICERS, DIRECTORS, SHAREHOLDERS, MEMBERS, EMPLOYEES AND AGENTS) FROM AND AGAINST, AND (II) SHALL BE DEEMED TO HAVE WAIVED AND RELINQUISHED, ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION (INCLUDING CAUSES OF ACTION IN TORT), LOSSES, DAMAGES, LIABILITIES, COSTS AND EXPENSES (INCLUDING ATTORNEYS’ FEES AND COURT COSTS) OF ANY AND EVERY KIND OR CHARACTER, KNOWN OR UNKNOWN, THAT BUYER MIGHT HAVE ASSERTED OR ALLEGED AGAINST SELLER (AND ANY OF SELLER’S RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, MEMBERS, EMPLOYEES AND AGENTS) AT ANY TIME BY REASON OF OR ARISING OUT OF ANY LATENT OR PATENT CONSTRUCTION DEFECTS OR PHYSICAL CONDITIONS, VIOLATIONS OF ANY APPLICABLE LAWS (INCLUDING ANY ENVIRONMENTAL LAWS) AND ANY AND ALL OTHER ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR MATTERS REGARDING THE PROPERTY. BUYER AGREES THAT SHOULD ANY CLEANUP, REMEDIATION OR REMOVAL OF HAZARDOUS MATERIALS OR OTHER ENVIRONMENTAL CONDITIONS ON THE PROPERTY BE REQUIRED AFTER THE CLOSING DATE, SUCH CLEANUP, REMOVAL OR REMEDIATION SHALL BE THE RESPONSIBILITY OF AND SHALL BE PERFORMED AT THE SOLE COST AND EXPENSE OF BUYER. (c) BUYER ACKNOWLEDGES THAT SELLER HAS NOT HELD ITSELF OUT AS ENGAGED IN THE PRACTICE OF LAW OR ACCOUNTING, IS SELLING AND BUYER HAS NOT ESTABLISHED, DIRECTLY OR INDIRECTLY, IS PURCHASING THE PROPERTIES ON AN ATTORNEY-CLIENT OR ACCOUNTANT-CLIENT RELATIONSHIP “AS IS WITH SELLER OR ANY SELLER PARTIES. IT IS UNDERSTOOD ALL FAULTS” BASIS AND AGREED THAT, EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, AND WITHOUT LIMITATION ON THE SELLER UNDERTAKINGS, BUYER IS NOT RELYING ON ANY REPRESENTATIONS OR STATEMENTS MADE BY WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, FROM SELLER OR ITS AGENTS OR BROKERS, OR ANY OTHER PERSON ACTING OR PURPORTING TO ACT ON BEHALF OF SELLER, AS TO ANY MATTERS CONCERNING THE SELLER PARTIES REGARDING LEGAL OR TAX CONSEQUENCES OF ANY OF THE TRANSACTIONS DESCRIBED IN THIS AGREEMENT MAY NOT BE USED OR RELIED UPON BY BUYERPROPERTIES, INCLUDING WITHOUT LIMITATION: (i) the quality, nature, adequacy and physical condition and aspects of the Properties, including, but not limited to, the structural elements, seismic aspects of the Real Property, foundation, roof, appurtenances, access, landscaping, parking facilities and the electrical, mechanical, HVAC, plumbing, sewage, and utility systems, facilities and appliances, the square footage within the improvements on the Real Property and within each tenant space therein, (ii) the quality, nature, adequacy, and physical condition of soils, geology and any groundwater, (iii) the existence, quality, nature, adequacy and physical condition of utilities serving the Real Property, (iv) the development potential of the Real Property, and the Real Property’s use, habitability, merchantability, or fitness, suitability, value or adequacy of the Properties for any particular purpose, (v) the zoning or other legal status of the Real Property or any other public or private restrictions on use of the Real Property, (vi) the compliance of each Property or its operation with any applicable codes, laws, regulations, statutes, ordinances, covenants, conditions and restrictions of any governmental or quasi-governmental entity or of any other person or entity, (vii) the presence of Hazardous Substances on, under or about the Real Property or the adjoining or neighboring property, (viii) the quality of any labor and materials used in any improvements on the Real Property, (ix) the condition of title to the Real Property, (x) the value, economics of the operation or income potential of the Properties, or (xi) any other fact or condition which may affect any Property, including without limitation, the physical condition, value, economics of operation or income potential of the Properties. 6.4.2. BUYER REPRESENTS THAT IT HAS EITHER OBTAINED LEGAL COUNSEL AND TAX ADVICE PRIOR TO ENTERING INTO THIS AGREEMENT OR IT HAS DEEMED IT UNNECESSARY TO SEEK SUCH ADVICE. SELLER SHALL NOT BE HELD RESPONSIBLE FOR ANY FAILURE OF BUYER TO SEEK AND OBTAIN LEGAL AND TAX ADVICE (d) In additionWithout limiting the above, but subject to the Seller Undertakings, Buyer expressly acknowledges that it is not relying upon the information contained in the 000 Xxxxxxx Xxxxxx - Confidential Offering Memorandum dated October 2013, furnished by Eastdil Secured on behalf of Selleritself and its successors and assigns waives its right to recover from, and forever releases and discharges, Seller Parties from any and all demands, claims, legal or administrative proceedings, losses, liabilities, damages, penalties, fines, liens, judgments, costs or expenses whatsoever (including, without limitation, court costs and attorneys’ fees and disbursements), whether direct or indirect, known or unknown, foreseen or unforeseen, that may arise on account of or in any supplemental materials theretoway be connected with those items set forth in subclauses (i) through (xi) of the foregoing Section 6.4.3; provided, however, that to the extent subclauses (i) to(xi) of the foregoing conflict with other provisions herein, such other provisions shall control; provided further that the provisions 13106722_20.doc 20 of this Section 6.4.4 shall not apply to any claims arising from fraud, criminal activity or willful misconduct.

Buyer’s Independent Investigation. (a) During the Feasibility Period, Buyer acknowledges and agrees that it has been given a full will investigate (or will have had the opportunity to inspect and investigate each and every aspect of investigate) to the Propertyextent deemed necessary by Buyer, either independently or through agents of Buyer’s choosing, including, without limitation: (i) All all matters relating to title, zoning, land use entitlements and governmental regulations affecting the Property, and development of the Property, together with all governmental and other legal requirements such as taxes, assessments, zoning, use permit requirements and building codes. (ii) The physical condition of . In addition, Buyer and its representatives, agents, consultants and contractors shall have the Propertyright to enter the Property to inspect it, including, without limitation, the interior, the exterior, the structure, the paving, the utilities, and all other physical and functional aspects of the Property (each, a “Buyer Inspection”) subject to the following terms and conditions: (i) Buyer shall not be in material default of this Agreement. (ii) Buyer shall provide Seller with prior telephonic notice of each Buyer Inspection. (iii) Each Buyer Inspection shall be at Buyer’s sole cost. (iv) The persons or entities performing the Buyer Inspections shall be properly licensed and qualified and shall have obtained all appropriate permits (to the extent such licenses or permits are required) for performing relevant tests on the Property prior to performing any tests on the Property. Such examination At least one (1) business day prior to entry onto the Property, Buyer shall deliver to Seller (and cause each contractor and consultant who desires to enter onto the Property on behalf, or for the benefit of, Buyer to deliver to Seller) a certificate of insurance evidencing that Buyer (or such applicable contractor or consultant) has obtained a policy or policies of commercial general liability insurance providing for a combined single limit of not less than One Million Dollars ($1,000,000) per occurrence covering liability to property or persons for Buyer’s and its agents’ and employees’ (and contractors’ or consultants’) activities on or about the Property, and naming Seller as an additional insured. (v) Buyer shall have the right to undertake, or cause to be undertaken, any Phase II work, borings or invasive testing on, in or under the Property, or any portion thereof, as may be recommended by Buyer’s environmental consultants. Each physical condition inspection shall not unreasonably interfere with the use of the Property by Seller nor shall include an examination for any Buyer Inspection damage the presence or absence of Hazardous Materials Property in any respect. (as defined below)vi) Unless otherwise requested by Seller, which all the Buyer Inspections shall be performed during normal business hours. (vii) Seller shall have right to have one (1) or arranged more representatives of Seller accompany Buyer and Buyer’s representatives, agents, consultants or contractors while they are on the Property; provided, however, that if Seller is not able to accompany Buyer or Buyer’s representatives, agents, consultants or contracts while they are on the Property, that shall not prevent Buyer from proceeding with the Buyer Inspection. (viii) If the Property is damaged by Buyer or any of its agents, employees, consultants, contractors or other representatives in connection with a Buyer’s Inspection, Buyer, at Buyer’s sole cost and expense, shall promptly repair such damage and restore the Property to its condition existing immediately prior to the Buyer Inspections. Until restoration is complete, Buyer shall take all steps necessary to ensure that any conditions on the Property created by the Buyer Inspections do not materially interfere with the normal operation of the Property or create any dangerous, unhealthy, unsightly or noisy conditions on the Property. The restoration obligation contained in this Section 3.1(a)(viii) shall not obligate Buyer to clean up or remediate any Hazardous Materials, if any, existing in, on or under the Property as of the Effective Date unless and to the extent Buyer or any of its agents, employees, contractors or other representatives exacerbate such pre-existing Hazardous Material condition, if applicable). The restoration obligation contained in this Section 3.1(a)(viii) shall survive the termination of this Agreement. (iiiix) Any easements and/or access rights affecting Buyer shall indemnify, protect and defend (with counsel reasonably acceptable to Seller) and hold Seller harmless from and against any and all claims, damages, liens (including without limitation, mechanics’ and materialmen liens), judgments, demands, obligations, actions, causes of action, costs, liabilities, losses and expenses (including, without limitation, attorneys’ fees) to the extent arising out of any acts of Buyer or any of its agents, employees, representatives, consultants or contractors on or about the Property. (iv) The tenant leases and any other occupancy agreements (each individually referred to herein as a “Lease”, and collectively referred to herein as the “Leases”) and all matters in connection therewithor applicable portion thereof, including, without limitation, any Buyer Inspections; provided, however, such obligation of Buyer to indemnify, defend, protect and hold harmless Seller shall not be applicable to the ability mere discovery by Buyer of any Hazardous Materials existing on, in or under the tenants Property and not caused to pay the rentbe present or exacerbated by Buyer or any of its agents, employees, contractors or other representatives. The indemnity obligations contained in this Section 3.1(a)(ix) shall survive close of escrow or any termination of this Agreement. (vx) The service contracts Each Buyer Inspection, and other contracts the results thereof, shall remain Confidential Information, except that Buyer shall furnish to Seller, upon written request therefore by Seller to Buyer, without representation or agreements warranty, all third party reports, studies and assessments of significance the Property or improvements thereon. Anything in this Agreement to the Property (contrary notwithstanding, Buyer’s obligations under this Section 3.1(a)(x) shall survive the “Contracts”)termination of this Agreement. (vi) All other matters of material significance affecting the Property. (b) EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, IT IS UNDERSTOOD AND AGREED THAT SELLER IS NOT MAKING AND HAS NOT AT ANY TIME MADE ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER, EXPRESSED OR IMPLIED, WITH RESPECT TO THE PROPERTY, INCLUDING ANY WARRANTIES OR REPRESENTATIONS AS TO HABITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ZONING, TAX CONSEQUENCES, LATENT OR PATENT PHYSICAL OR ENVIRONMENTAL CONDITION, UTILITIES, OPERATING HISTORY OR PROJECTIONS, VALUATION, GOVERNMENTAL APPROVALS, THE COMPLIANCE OF THE PROPERTY WITH GOVERNMENTAL LAWS, THE TRUTH, ACCURACY OR COMPLETENESS OF ANY DILIGENCE MATERIALS OR ANY OTHER INFORMATION PROVIDED BY OR ON BEHALF OF SELLER TO BUYER, OR ANY OTHER MATTER OR THING REGARDING THE PROPERTY. EXCEPT AS OTHERWISE EXPRESSLY STATED IN THIS AGREEMENT, BUYER WAIVES, AND SELLER IS RELIEVED FROM, ANY OBLIGATION OR DUTY THAT SELLER MIGHT OTHERWISE HAVE TO DISCLOSE ANY CONDITION, INCLUDING AN ENVIRONMENTAL CONDITION, RELATING TO THE PROPERTY. EXCEPT AS OTHERWISE EXPRESSLY STATED IN THIS AGREEMENT, BUYER ACKNOWLEDGES AND AGREES THAT, UPON CLOSING, SELLER SHALL SELL AND CONVEY TO BUYER AND BUYER SHALL ACCEPT THE PROPERTY “AS IS, WHERE IS, WITH ALL FAULTS.” EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, BUYER HAS NOT RELIED AND WILL NOT RELY ON, AND SELLER IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESSED OR IMPLIED WARRANTIES, GUARANTIES, STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PROPERTY (INCLUDING SPECIFICALLY INFORMATION PACKAGES DISTRIBUTED WITH RESPECT TO THE PROPERTY) MADE OR FURNISHED BY OR ON BEHALF OF SELLER, ANY DIRECT OR INDIRECT OWNER OF SELLER, ANY PROPERTY MANAGER, ANY FRANCHISOR OR ANY REAL ESTATE BROKER OR AGENT REPRESENTING OR PURPORTING TO REPRESENT SELLER, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, UNLESS EXPRESSLY SET FORTH IN THIS AGREEMENT. BUYER REPRESENTS TO SELLER THAT BUYER HAS CONDUCTED, OR WILL CONDUCT PRIOR TO THE CLOSING, SUCH INVESTIGATIONS OF THE PROPERTY, INCLUDING THE PHYSICAL AND ENVIRONMENTAL CONDITIONS THEREOF, AS BUYER DEEMS NECESSARY TO SATISFY ITSELF AS TO THE CONDITION OF THE PROPERTY AND THE EXISTENCE OR NONEXISTENCE, OR REMEDIAL ACTION TO BE TAKEN WITH RESPECT TO, ANY HAZARDOUS MATERIALS OR TOXIC SUBSTANCES ON OR DISCHARGED FROM THE PROPERTY, AND WILL RELY SOLELY UPON BUYER’S OWN INVESTIGATIONS AND NOT UPON ANY INFORMATION PROVIDED BY OR ON BEHALF OF SELLER OR ITS AGENTS OR EMPLOYEES WITH RESPECT THERETO, OTHER THAN SUCH REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER AS ARE EXPRESSLY SET FORTH IN THIS AGREEMENT. SUBJECT TO ARTICLE V HEREOF, UPON THE OCCURRENCE OF THE CLOSING, BUYER SHALL ASSUME THE RISK THAT ADVERSE MATTERS, INCLUDING CONSTRUCTION DEFECTS AND ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS, MAY NOT HAVE BEEN REVEALED BY BUYER’S INVESTIGATIONS. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, BUYER, UPON THE OCCURRENCE OF THE CLOSING, (I) SHALL BE DEEMED TO HAVE RELEASED, ACQUITTED AND DISCHARGED SELLER (AND SELLER’S OFFICERS, DIRECTORS, SHAREHOLDERS, MEMBERS, EMPLOYEES AND AGENTS) FROM AND AGAINST, AND (II) SHALL BE DEEMED TO HAVE WAIVED AND RELINQUISHED, ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION (INCLUDING CAUSES OF ACTION IN TORT), LOSSES, DAMAGES, LIABILITIES, COSTS AND EXPENSES (INCLUDING ATTORNEYS’ FEES AND COURT COSTS) OF ANY AND EVERY KIND OR CHARACTER, KNOWN OR UNKNOWN, THAT BUYER MIGHT HAVE ASSERTED OR ALLEGED AGAINST SELLER (AND ANY OF SELLER’S RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, MEMBERS, EMPLOYEES AND AGENTS) AT ANY TIME BY REASON OF OR ARISING OUT OF ANY LATENT OR PATENT CONSTRUCTION DEFECTS OR PHYSICAL CONDITIONS, VIOLATIONS OF ANY APPLICABLE LAWS (INCLUDING ANY ENVIRONMENTAL LAWS) AND ANY AND ALL OTHER ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR MATTERS REGARDING THE PROPERTY. BUYER AGREES THAT SHOULD ANY CLEANUP, REMEDIATION OR REMOVAL OF HAZARDOUS MATERIALS OR OTHER ENVIRONMENTAL CONDITIONS ON THE PROPERTY BE REQUIRED AFTER THE CLOSING DATE, SUCH CLEANUP, REMOVAL OR REMEDIATION SHALL BE THE RESPONSIBILITY OF AND SHALL BE PERFORMED AT THE SOLE COST AND EXPENSE OF BUYER. (c) BUYER ACKNOWLEDGES THAT SELLER HAS NOT HELD ITSELF OUT AS ENGAGED IN THE PRACTICE OF LAW OR ACCOUNTING, AND BUYER HAS NOT ESTABLISHED, DIRECTLY OR INDIRECTLY, AN ATTORNEY-CLIENT OR ACCOUNTANT-CLIENT RELATIONSHIP WITH SELLER OR ANY SELLER PARTIES. IT IS UNDERSTOOD AND AGREED THAT, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, ANY REPRESENTATIONS OR STATEMENTS MADE BY SELLER OR ANY OF THE SELLER PARTIES REGARDING LEGAL OR TAX CONSEQUENCES OF ANY OF THE TRANSACTIONS DESCRIBED IN THIS AGREEMENT MAY NOT BE USED OR RELIED UPON BY BUYER. BUYER REPRESENTS THAT IT HAS EITHER OBTAINED LEGAL COUNSEL AND TAX ADVICE PRIOR TO ENTERING INTO THIS AGREEMENT OR IT HAS DEEMED IT UNNECESSARY TO SEEK SUCH ADVICE. SELLER SHALL NOT BE HELD RESPONSIBLE FOR ANY FAILURE OF BUYER TO SEEK AND OBTAIN LEGAL AND TAX ADVICE (d) In addition, Buyer expressly acknowledges that it is not relying upon the information contained in the 000 Xxxxxxx Xxxxxx - Confidential Offering Memorandum dated October 2013, furnished by Eastdil Secured on behalf of Seller, or in any supplemental materials thereto.

Buyer’s Independent Investigation. (a) Subject to the provisions of this Agreement, Buyer acknowledges shall have the right to conduct or cause to be conducted during the Contingency Period, with reputable companies and agrees that it has been given a full opportunity to inspect at Buyer's sole cost and investigate each expense, such investigations, inspections and every aspect studies of the PropertyPremises, either independently or through agents and such reviews of Buyer’s choosingplans, includingspecifications, without limitation: (i) All matters relating to titlepermits, together with all governmental approvals, and other legal requirements such documents, as taxesBuyer deems necessary or desirable. Notwithstanding the foregoing, assessments, zoning, use permit requirements and building codes. (ii) The physical condition prior to the performance of any environmental review of the PropertyPremises, includingBuyer shall notify Seller in writing as to the identity of the company or persons who shall perform such review, without limitationand, if the review includes testing, the interior, the exterior, the structure, the paving, the utilitiesproposed scope of such testing, and all other physical and functional aspects shall first obtain the prior written approval of Seller prior to the performance of any environmental review of the PropertyPremises, which approval shall not be unreasonably withheld, denied or delayed by Seller and shall, in all events, be granted or denied within two (2) business days after receipt by Seller of a request for approval from Buyer. Such examination All parties performing any investigations, inspections or studies of the physical condition Premises shall provide to Seller, prior to the commencement of any activities on the Property shall include Premises, certificates of insurance evidencing reasonably satisfactory commercial general liability and errors and omissions insurance coverage and naming Seller as an examination for additional insured. In addition to the presence or absence of Hazardous Materials above, but not as an additional contingency to the Closing (as defined below), Buyer may, subject to the provisions below, access the Premises for the purpose of: (i) performing an appraisal; (ii) showing the Premises to potential investors or lenders; and (iii) conducting a final inspection within 48 hours prior to the Closing to ensure that the Premises conform to the provisions of this Agreement. All investigations, inspections, studies and reviews relating to the Premises which are permitted under this Agreement shall be done at reasonable times, in reasonable frequency, and after twenty-four hours' prior notice (which may be verbal) to Xxxxx Xxxxxx (telephone: (781) 849-0011). Seller may impose reasonable restrictions on the timing of such investigations, inspections, studies and reviews as necessary to minimize disruptions of Seller's activities at the Premises, or as necessary to comply with the Existing Leases and the rights of the tenants thereunder, but in all such events shall act in good faith to allow Buyer to timely perform its such investigations, inspections, studies and reviews relating to the Premises. Buyer, its officers, directors, employees, agents, contractors, consultants and other representatives (collectively, "Buyer's Related Parties"), may enter upon the Premises only with Seller's personnel present (and Seller hereby agrees that it shall make such necessary personnel available upon its receipt of Buyer's reasonable notice as stated above), and shall take all reasonable precautions to minimize the impact on the Premises of any such investigations, inspections, studies and reviews. Buyer shall promptly deliver to Seller copies of all written reports and assessments (both interim and final) relating to any investigations, inspections, studies and reviews performed by Buyer or Buyer's Related Parties with respect to the Premises, which shall be performed or arranged by Buyerprovided without request if they disclose facts which might have a negative impact on the Premises and otherwise shall be provided upon the request of Seller. Buyer shall, immediately after any entry, restore the Premises, at Buyer’s 's sole expense. (iii) Any easements and/or access rights affecting cost, to the Property. (iv) The tenant leases condition which existed immediately prior thereto, including, but not limited to, replacing paving and landscaping. Buyer and Buyer's Related Parties, after performing any other occupancy agreements (each individually referred environmental review of the Premises, shall not notify any party, including any public agency, with the exception of Seller, of the results of any such study unless notification is required by law or, in the case of Buyer's consultants, by professional ethical standards, and, in any event, Seller shall also receive a copy of any such notification. Except as set forth above, Seller shall assume all responsibility for any such notification. Buyer shall inform Buyer's Related Parties not to herein as disclose the results of any such study unless notification is required by law or by professional ethical standards, and, in any event, Seller shall also receive a “Lease”copy of any such notification. Buyer agrees to protect, defend, indemnify and collectively referred to herein as the “Leases”) hold harmless Seller and Seller's Related Parties of, from and against any and all matters in connection therewithcosts, losses, claims, demands, damages, liabilities, expenses and other obligations (including, without limitation, attorneys' fees and court costs) arising from, out of, or in connection with, any damage to persons or property occurring in or about the ability Premises as a direct result of the tenants to pay entry by, and any activities of, Buyer or any one or more of Buyer's Related Parties in or upon the rent. (v) The service contracts and other contracts or agreements of significance to the Property (the “Contracts”). (vi) All other matters of material significance affecting the Property. (b) EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, IT IS UNDERSTOOD AND AGREED THAT SELLER IS NOT MAKING AND HAS NOT AT ANY TIME MADE ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER, EXPRESSED OR IMPLIED, WITH RESPECT TO THE PROPERTY, INCLUDING ANY WARRANTIES OR REPRESENTATIONS AS TO HABITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ZONING, TAX CONSEQUENCES, LATENT OR PATENT PHYSICAL OR ENVIRONMENTAL CONDITION, UTILITIES, OPERATING HISTORY OR PROJECTIONS, VALUATION, GOVERNMENTAL APPROVALS, THE COMPLIANCE OF THE PROPERTY WITH GOVERNMENTAL LAWS, THE TRUTH, ACCURACY OR COMPLETENESS OF ANY DILIGENCE MATERIALS OR ANY OTHER INFORMATION PROVIDED BY OR ON BEHALF OF SELLER TO BUYER, OR ANY OTHER MATTER OR THING REGARDING THE PROPERTYPremises. EXCEPT AS OTHERWISE EXPRESSLY STATED IN THIS AGREEMENT, BUYER WAIVES, AND SELLER IS RELIEVED FROM, ANY OBLIGATION OR DUTY THAT SELLER MIGHT OTHERWISE HAVE TO DISCLOSE ANY CONDITION, INCLUDING AN ENVIRONMENTAL CONDITION, RELATING TO THE PROPERTY. EXCEPT AS OTHERWISE EXPRESSLY STATED IN THIS AGREEMENT, BUYER ACKNOWLEDGES AND AGREES THAT, UPON CLOSING, SELLER SHALL SELL AND CONVEY TO BUYER AND BUYER SHALL ACCEPT THE PROPERTY “AS IS, WHERE IS, WITH ALL FAULTS.” EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, BUYER HAS NOT RELIED AND WILL NOT RELY ON, AND SELLER IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESSED OR IMPLIED WARRANTIES, GUARANTIES, STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PROPERTY (INCLUDING SPECIFICALLY INFORMATION PACKAGES DISTRIBUTED WITH RESPECT TO THE PROPERTY) MADE OR FURNISHED BY OR ON BEHALF OF SELLER, ANY DIRECT OR INDIRECT OWNER OF SELLER, ANY PROPERTY MANAGER, ANY FRANCHISOR OR ANY REAL ESTATE BROKER OR AGENT REPRESENTING OR PURPORTING TO REPRESENT SELLER, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, UNLESS EXPRESSLY SET FORTH IN THIS AGREEMENT. BUYER REPRESENTS TO SELLER THAT BUYER HAS CONDUCTED, OR WILL CONDUCT PRIOR TO THE CLOSING, SUCH INVESTIGATIONS OF THE PROPERTY, INCLUDING THE PHYSICAL AND ENVIRONMENTAL CONDITIONS THEREOF, AS BUYER DEEMS NECESSARY TO SATISFY ITSELF AS TO THE CONDITION OF THE PROPERTY AND THE EXISTENCE OR NONEXISTENCE, OR REMEDIAL ACTION TO BE TAKEN WITH RESPECT TO, ANY HAZARDOUS MATERIALS OR TOXIC SUBSTANCES ON OR DISCHARGED FROM THE PROPERTY, AND WILL RELY SOLELY UPON BUYER’S OWN INVESTIGATIONS AND NOT UPON ANY INFORMATION PROVIDED BY OR ON BEHALF OF SELLER OR ITS AGENTS OR EMPLOYEES WITH RESPECT THERETO, OTHER THAN SUCH REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER AS ARE EXPRESSLY SET FORTH IN THIS AGREEMENT. SUBJECT TO ARTICLE V HEREOF, UPON THE OCCURRENCE OF THE CLOSING, BUYER SHALL ASSUME THE RISK THAT ADVERSE MATTERS, INCLUDING CONSTRUCTION DEFECTS AND ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS, MAY NOT HAVE BEEN REVEALED BY BUYER’S INVESTIGATIONS. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, BUYER, UPON THE OCCURRENCE OF THE CLOSING, (I) SHALL BE DEEMED TO HAVE RELEASED, ACQUITTED AND DISCHARGED SELLER (AND SELLER’S OFFICERS, DIRECTORS, SHAREHOLDERS, MEMBERS, EMPLOYEES AND AGENTS) FROM AND AGAINST, AND (II) SHALL BE DEEMED TO HAVE WAIVED AND RELINQUISHED, ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION (INCLUDING CAUSES OF ACTION IN TORT), LOSSES, DAMAGES, LIABILITIES, COSTS AND EXPENSES (INCLUDING ATTORNEYS’ FEES AND COURT COSTS) OF ANY AND EVERY KIND OR CHARACTER, KNOWN OR UNKNOWN, THAT BUYER MIGHT HAVE ASSERTED OR ALLEGED AGAINST SELLER (AND ANY OF SELLER’S RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, MEMBERS, EMPLOYEES AND AGENTS) AT ANY TIME BY REASON OF OR ARISING OUT OF ANY LATENT OR PATENT CONSTRUCTION DEFECTS OR PHYSICAL CONDITIONS, VIOLATIONS OF ANY APPLICABLE LAWS (INCLUDING ANY ENVIRONMENTAL LAWS) AND ANY AND ALL OTHER ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR MATTERS REGARDING THE PROPERTY. BUYER AGREES THAT SHOULD ANY CLEANUP, REMEDIATION OR REMOVAL OF HAZARDOUS MATERIALS OR OTHER ENVIRONMENTAL CONDITIONS ON THE PROPERTY BE REQUIRED AFTER THE CLOSING DATE, SUCH CLEANUP, REMOVAL OR REMEDIATION SHALL BE THE RESPONSIBILITY OF AND SHALL BE PERFORMED AT THE SOLE COST AND EXPENSE OF BUYER. (c) BUYER ACKNOWLEDGES THAT SELLER HAS NOT HELD ITSELF OUT AS ENGAGED IN THE PRACTICE OF LAW OR ACCOUNTING, AND BUYER HAS NOT ESTABLISHED, DIRECTLY OR INDIRECTLY, AN ATTORNEY-CLIENT OR ACCOUNTANT-CLIENT RELATIONSHIP WITH SELLER OR ANY SELLER PARTIES. IT IS UNDERSTOOD AND AGREED THAT, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, ANY REPRESENTATIONS OR STATEMENTS MADE BY SELLER OR ANY OF THE SELLER PARTIES REGARDING LEGAL OR TAX CONSEQUENCES OF ANY OF THE TRANSACTIONS DESCRIBED IN THIS AGREEMENT MAY NOT BE USED OR RELIED UPON BY BUYER. BUYER REPRESENTS THAT IT HAS EITHER OBTAINED LEGAL COUNSEL AND TAX ADVICE PRIOR TO ENTERING INTO THIS AGREEMENT OR IT HAS DEEMED IT UNNECESSARY TO SEEK SUCH ADVICE. SELLER SHALL NOT BE HELD RESPONSIBLE FOR ANY FAILURE OF BUYER TO SEEK AND OBTAIN LEGAL AND TAX ADVICE (d) In addition, all cuttings, samples or wastes generated as part of Buyer's inspections which might reasonably either be considered hazardous or are of such a substantial quantity that disposing of same within Seller's on-site waste receptacles would result in a hardship to Seller, shall be lawfully disposed of off-site by Buyer expressly acknowledges that it or Buyer's Related Parties at Buyer's sole cost and expense. The foregoing restoration, disposal, and indemnity obligations of Buyer contained in this Paragraph 4 shall survive the Closing or sooner termination of this Agreement. In the event Buyer is not relying satisfied with the results of its independent investigations in Buyer's sole and absolute discretion, Buyer may, at any time on or before the expiration of the Contingency Period, as its sole and exclusive remedy, terminate this Agreement by giving to Seller written notice of Buyer's election to do so ("Buyer's Termination Notice"). Notwithstanding the foregoing, Buyer acknowledges and agrees that there is no contingency for a physical inspection of the Premises and Buyer shall not be entitled to terminate this Agreement based upon Buyer's dissatisfaction with the information physical condition of the Premises. If Buyer terminates this Agreement pursuant to this Paragraph 4, Buyer shall be entitled to the immediate return of the Deposit with all accrued interest thereon. In such event, except as expressly provided otherwise herein, this Agreement shall be of no further force and effect and the parties shall have no further rights, obligations or liabilities hereunder. If Buyer does not terminate this Agreement pursuant to this Paragraph 4 by delivering written notice to Seller on or before the expiration of the Contingency Period, Buyer shall be conclusively presumed to have waived its right to terminate contained in the 000 Xxxxxxx Xxxxxx - Confidential Offering Memorandum dated October 2013, furnished by Eastdil Secured on behalf of Seller, or in any supplemental materials theretothis Paragraph 4.

Buyer’s Independent Investigation. (a) Buyer acknowledges and agrees that it has been shall be given by Seller before the Contingency Deadline, a full opportunity to inspect and investigate each and every aspect of the Property ("Condition of the Property"), either independently or through agents agents, employees, contractors or consultants of Buyer’s 's choosing, including, without limitation: (i) All matters relating to title, together with all governmental and other legal requirements such as taxes, assessments, zoning, use permit requirements and building codes. (ii) The physical condition of the Property, including, without limitation, the interior, the exterior, the structure, the paving, the utilities, and all other physical and functional aspects of the Property. Such In the event Buyer enters onto the Property to perform any test, inspection or investigation of the Property, Buyer shall do so in a manner that causes the least interference possible to any tenants occupying space within the Property. Any examination of the physical condition of the Property shall may include an examination (the "Toxics Examination") for the presence or absence of Hazardous Materials (as defined belowin Section 18.1.2), which Toxics Examination shall be performed or arranged by Buyer, Buyer for the benefit of Buyer and Seller at Buyer’s 's sole expense. As provided in Section 4.3(a) above, Buyer agrees not to undertake any invasive testing or investigation of the Property with respect to its Toxics Examination unless and until Seller has approved (which shall not be unreasonably withheld) the scope of such invasive testing or investigation and the contractor or consultant to undertake performance of the same. Seller shall receive copies of all reports issued, and shall be entitled to the return, if available, of all water or soils samples taken from the Property, in connection with the Toxics Examination. (iii) Any easements and/or access rights affecting the Property. (iv) The tenant leases and any other occupancy agreements (each individually referred to herein as a “Lease”, and collectively referred to herein as the “Leases”) and all matters in connection therewith, including, without limitation, the ability of the tenants to pay the rent. (v) The service contracts and other contracts or agreements of significance to the Property (the “Contracts”). (vi) All other matters of material significance affecting the Property. Subject to the other provisions of this agreement, Buyer agrees, represents and warrants that (i) it will purchase the Property subject to each and every Condition of the Property and (ii) Seller has no obligation to repair correct or compensate Buyer for any Condition of the Property. Seller shall, from the date of this Agreement to the Close of Escrow, at Seller's sole cost and expense, maintain the Property in the same general condition as Seller maintained the Property during the ninety (90) day period ending upon the date of this Agreement. Seller's covenant in the immediately- preceding sentence shall survive the Close of Escrow for ninety (90) days. (b) EXCEPT AS EXPRESSLY STATED WITHOUT LIMITING THE EFFECT OF SELLER'S REPRESENTATIONS, WARRANTIES, COVENANTS AGREEMENTS AND OBLIGATIONS SET FORTH IN THIS AGREEMENT, IT IS UNDERSTOOD OR ANY STATEMENTS CONTAINED IN TENANT ESTOPPEL CERTIFICATES SIGNED BY SELLER AND AGREED DELIVERED TO BUYER PURSUANT TO PARAGRAPH 5.1.7, BELOW, BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT SELLER IS SELLING AND BUYER IS PURCHASING THE PROPERTY ON AN "AS IS WITH ALL FAULTS" BASIS AND THAT BUYER IS NOT MAKING AND HAS NOT AT RELYING ON ANY TIME MADE ANY REPRESENTATIONS OR WARRANTIES OR REPRESENTATIONS OF ANY KIND WHATSOEVER, EXPRESS (EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR CHARACTER, EXPRESSED IN SUCH TENANT ESTOPPEL CERTIFICATES SIGNED BY SELLER) OR IMPLIED, WITH RESPECT FROM SELLER, ITS AGENTS, OR BROKERS AS TO ANY MATTERS CONCERNING THE PROPERTY, INCLUDING WITHOUT LIMITATION: (I) THE QUALITY, NATURE, ADEQUACY AND PHYSICAL CONDITION OF THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, THE STRUCTURAL ELEMENTS, IMPROVEMENTS, FOUNDATION, ROOF, ROOF MEMBRANE, APPURTENANCES, ACCESS, LANDSCAPING, PARKING FACILITIES AND THE ELECTRICAL, MECHANICAL, HVAC, PLUMBING, SEWAGE, AND UTILITY SYSTEMS, FACILITIES AND APPLIANCES, (II) THE QUALITY, NATURE, ADEQUACY, AND PHYSICAL CONDITION OF SOILS, GEOLOGY AND ANY WARRANTIES OR REPRESENTATIONS AS TO GROUNDWATER, (III) THE EXISTENCE, QUALITY, NATURE, ADEQUACY AND PHYSICAL CONDITION OF UTILITIES SERVING THE PROPERTY, (IV) THE DEVELOPMENT POTENTIAL OF THE PROPERTY, AND THE PROPERTY'S USE, HABITABILITY, MERCHANTABILITY, FITNESS OR FITNESS, SUITABILITY, VALUE OR ADEQUACY OF THE PROPERTY FOR A ANY PARTICULAR PURPOSE, TITLE(V) THE ZONING OR OTHER LEGAL STATUS OF THE PROPERTY OR ANY OTHER PUBLIC OR PRIVATE RESTRICTIONS ON USE OF THE PROPERTY, ZONING, TAX CONSEQUENCES, LATENT OR PATENT PHYSICAL OR ENVIRONMENTAL CONDITION, UTILITIES, OPERATING HISTORY OR PROJECTIONS, VALUATION, GOVERNMENTAL APPROVALS, (VI) THE COMPLIANCE OF THE PROPERTY OR ITS OPERATION WITH GOVERNMENTAL ANY APPLICABLE CODES, LAWS, THE TRUTHREGULATIONS, ACCURACY OR COMPLETENESS STATUTES, ORDINANCES, COVENANTS, CONDITIONS AND RESTRICTIONS OF ANY DILIGENCE MATERIALS GOVERNMENTAL OR QUASI-GOVERNMENTAL ENTITY OR OF ANY OTHER INFORMATION PROVIDED BY PERSON OR ON BEHALF ENTITY, (VII) THE PRESENCE OF SELLER TO BUYERHAZARDOUS MATERIALS ON, UNDER OR ANY OTHER MATTER OR THING REGARDING THE PROPERTY. EXCEPT AS OTHERWISE EXPRESSLY STATED IN THIS AGREEMENT, BUYER WAIVES, AND SELLER IS RELIEVED FROM, ANY OBLIGATION OR DUTY THAT SELLER MIGHT OTHERWISE HAVE TO DISCLOSE ANY CONDITION, INCLUDING AN ENVIRONMENTAL CONDITION, RELATING TO THE PROPERTY. EXCEPT AS OTHERWISE EXPRESSLY STATED IN THIS AGREEMENT, BUYER ACKNOWLEDGES AND AGREES THAT, UPON CLOSING, SELLER SHALL SELL AND CONVEY TO BUYER AND BUYER SHALL ACCEPT ABOUT THE PROPERTY “AS ISOR THE ADJOINING OR NEIGHBORING PROPERTY, WHERE IS, WITH ALL FAULTS.” EXCEPT AS EXPRESSLY STATED (VIII) THE QUALITY OF ANY LABOR AND MATERIALS USED IN THIS AGREEMENT, BUYER HAS NOT RELIED AND WILL NOT RELY ON, AND SELLER IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESSED OR IMPLIED WARRANTIES, GUARANTIES, STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PROPERTY (INCLUDING SPECIFICALLY INFORMATION PACKAGES DISTRIBUTED WITH RESPECT TO THE PROPERTY) MADE OR FURNISHED BY OR IMPROVEMENTS ON BEHALF OF SELLER, ANY DIRECT OR INDIRECT OWNER OF SELLER, ANY PROPERTY MANAGER, ANY FRANCHISOR OR ANY REAL ESTATE BROKER OR AGENT REPRESENTING OR PURPORTING TO REPRESENT SELLER, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, UNLESS EXPRESSLY SET FORTH IN THIS AGREEMENT. BUYER REPRESENTS TO SELLER THAT BUYER HAS CONDUCTED, OR WILL CONDUCT PRIOR TO THE CLOSING, SUCH INVESTIGATIONS OF THE PROPERTY, INCLUDING THE PHYSICAL AND ENVIRONMENTAL CONDITIONS THEREOF, AS BUYER DEEMS NECESSARY TO SATISFY ITSELF AS TO (IX) THE CONDITION OF THE PROPERTY AND THE EXISTENCE OR NONEXISTENCE, OR REMEDIAL ACTION TITLE TO BE TAKEN WITH RESPECT TO, ANY HAZARDOUS MATERIALS OR TOXIC SUBSTANCES ON OR DISCHARGED FROM THE PROPERTY, AND WILL RELY SOLELY UPON BUYER’S OWN INVESTIGATIONS AND NOT UPON ANY INFORMATION PROVIDED BY OR ON BEHALF OF SELLER OR ITS AGENTS OR EMPLOYEES WITH RESPECT THERETO, OTHER THAN SUCH REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER AS ARE EXPRESSLY SET FORTH IN THIS AGREEMENT. SUBJECT TO ARTICLE V HEREOF, UPON (X) THE OCCURRENCE ECONOMICS OF THE CLOSING, OPERATION OF THE PROPERTY. BUYER ACKNOWLEDGES THAT IT SHALL ASSUME USE ITS INDEPENDENT JUDGMENT AND MAKE ITS OWN DETERMINATION AS TO THE RISK THAT ADVERSE MATTERS, INCLUDING CONSTRUCTION DEFECTS SCOPE AND ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS, MAY NOT HAVE BEEN REVEALED BY BUYER’S INVESTIGATIONSBREADTH OF THE DUE DILIGENCE INVESTIGATION WHICH IT SHALL MAKE RELATIVE TO THE PROPERTY. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, BUYER, BUYER SHALL RELY UPON THE OCCURRENCE ITS OWN INVESTIGATION OF THE CLOSINGPHYSICAL, ENVIRONMENTAL, ECONOMIC AND LEGAL CONDITION OF THE PROPERTY (IINCLUDING, WITHOUT LIMITATION, WHETHER THE PROPERTY IS LOCATED IN ANY AREA WHICH IS DESIGNATED AS A SPECIAL FLOOD HAZARD AREA, DAM FAILURE INUNDATION AREA, EARTHQUAKE FAULT ZONE, SEISMIC HAZARD ZONE, HIGH FIRE SEVERITY AREA OR WILDLAND FIRE AREA, BY ANY FEDERAL, STATE OR LOCAL AGENCY). BUYER UNDERTAKES AND ASSUMES THE RISKS ASSOCIATED WITH ALL MATTERS PERTAINING TO THE PROPERTY'S LOCATION IN ANY AREA DESIGNATED AS A SPECIAL FLOOD HAZARD AREA, DAM FAILURE INUNDATION AREA, EARTHQUAKE FAULT ZONE, SEISMIC HAZARD ZONE, HIGH FIRE SEVERITY AREA OR WILDLAND FIRE AREA, BY ANY FEDERAL, STATE OR LOCAL AGENCY. THE PROVISIONS OF THIS SECTION 4.5(b) SHALL BE DEEMED TO HAVE RELEASED, ACQUITTED AND DISCHARGED SELLER (AND SELLER’S OFFICERS, DIRECTORS, SHAREHOLDERS, MEMBERS, EMPLOYEES AND AGENTS) FROM AND AGAINST, AND (II) SHALL BE DEEMED TO HAVE WAIVED AND RELINQUISHED, ANY AND ALL CLAIMS, DEMANDS, CAUSES INDEFINITELY SURVIVE THE CLOSE OF ACTION (INCLUDING CAUSES ESCROW HEREUNDER OR TERMINATION OF ACTION IN TORT), LOSSES, DAMAGES, LIABILITIES, COSTS AND EXPENSES (INCLUDING ATTORNEYS’ FEES AND COURT COSTS) OF ANY AND EVERY KIND OR CHARACTER, KNOWN OR UNKNOWN, THAT BUYER MIGHT HAVE ASSERTED OR ALLEGED AGAINST SELLER (AND ANY OF SELLER’S RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, MEMBERS, EMPLOYEES AND AGENTS) AT ANY TIME BY REASON OF OR ARISING OUT OF ANY LATENT OR PATENT CONSTRUCTION DEFECTS OR PHYSICAL CONDITIONS, VIOLATIONS OF ANY APPLICABLE LAWS (INCLUDING ANY ENVIRONMENTAL LAWS) AND ANY AND ALL OTHER ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR MATTERS REGARDING THE PROPERTY. BUYER AGREES THAT SHOULD ANY CLEANUP, REMEDIATION OR REMOVAL OF HAZARDOUS MATERIALS OR OTHER ENVIRONMENTAL CONDITIONS ON THE PROPERTY BE REQUIRED AFTER THE CLOSING DATE, SUCH CLEANUP, REMOVAL OR REMEDIATION SHALL BE THE RESPONSIBILITY OF THIS AGREEMENT AND SHALL NOT BE PERFORMED AT MERGED INTO THE SOLE COST AND EXPENSE OF BUYERGRANT DEED. (c) BUYER ACKNOWLEDGES THAT SELLER HAS NOT HELD ITSELF OUT AS ENGAGED IN THE PRACTICE OF LAW OR ACCOUNTING, AND BUYER HAS NOT ESTABLISHED, DIRECTLY OR INDIRECTLY, AN ATTORNEY-CLIENT OR ACCOUNTANT-CLIENT RELATIONSHIP WITH SELLER OR ANY SELLER PARTIES. IT IS UNDERSTOOD AND AGREED THAT, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, ANY REPRESENTATIONS OR STATEMENTS MADE BY SELLER OR ANY OF THE SELLER PARTIES REGARDING LEGAL OR TAX CONSEQUENCES OF ANY OF THE TRANSACTIONS DESCRIBED IN THIS AGREEMENT MAY NOT BE USED OR RELIED UPON BY BUYER. BUYER REPRESENTS THAT IT HAS EITHER OBTAINED LEGAL COUNSEL AND TAX ADVICE PRIOR TO ENTERING INTO THIS AGREEMENT OR IT HAS DEEMED IT UNNECESSARY TO SEEK SUCH ADVICE. SELLER SHALL NOT BE HELD RESPONSIBLE FOR ANY FAILURE OF BUYER TO SEEK AND OBTAIN LEGAL AND TAX ADVICE (d) In additionAs of the Close of Escrow, Buyer expressly acknowledges that it is not relying upon the information contained in the 000 Xxxxxxx Xxxxxx - Confidential Offering Memorandum dated October 2013, furnished by Eastdil Secured waives on behalf of Selleritself and its agents, employees, affiliates, partners, officers, directors, shareholders, members, successors and assigns, any and all right to recover from Seller and from the affiliates of Seller and the members, partners trustees, shareholders, directors, officers, employees and agents of each of them (collectively, the "Seller Related Parties"), and forever releases and discharges Seller and the Seller Related Parties from any and all damages, claims, losses, liabilities, penalties, fines, liens, actions, causes of action, judgments, costs or expenses whatsoever (including, without limitation, attorneys' fees and costs), whether direct or indirect, known or unknown, foreseen or unforeseen (collectively, "Claims"), other than "Excluded Claims" (as hereinafter defined) that may arise on account of or in any supplemental materials theretoway be connected with the Property (including, without limitation, the Improvements) or any law or regulation applicable thereto (including, without limitation, any Environmental Law (as defined in Paragraph 18.1.1, below)). The term "Excluded Claims" means (A) any Claims related to or arising out of Seller's active concealment or fraud and (B) other Claims, excluding Claims relating to the presence of Hazardous Materials at the Property, related to or arising out of (i) Seller's pre- Close of Escrow gross negligence or wilful misconduct, (ii) Seller's post- Close of Escrow negligence or wilful misconduct, (iii) representations, warranties, covenants, agreements and other obligations of Seller under this Agreement, to the extent surviving the Close of Escrow, (iv) representations and statements in any Tenant Estoppel Certificate signed by Seller, and (v) obligations of Seller under the Seller's Lease.

Buyer’s Independent Investigation. (a) 1. Buyer acknowledges and agrees that it has been will be given a full opportunity to inspect and investigate each and every aspect of the Property, either independently or through agents of Buyer’s 's choosing. The closing of escrow for the purchase of the Property by Buyer shall conclusively constitute Buyer's approval of each and every aspect of the Property. Except as otherwise set forth herein, includingno investigation by Buyer shall obviate, without limitation:limit or diminish any of the representations, warranties or covenants of Seller set forth in this Agreement, or affect the remedies of Buyer for Seller's breach of this Agreement. 2. EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT AND WARRANTIES ARISING BY LAW UNDER THE WARRANTY DEED, BUYER EXPRESSLY ACKNOWLEDGES AND AGREES THAT SELLER IS SELLING AND BUYER IS PURCHASING THE PROPERTY ON AN "AS IS, WITH ALL FAULTS" BASIS AND THAT, EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT, AND WARRANTIES ARISING BY LAW UNDER THE WARRANTY DEED, BUYER IS NOT RELYING ON ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, FROM SELLER OR ITS AGENTS OR BROKERS AS TO ANY MATTERS CONCERNING THE PROPERTY, INCLUDING WITHOUT LIMITATION: (i) All matters relating to titlethe quality, together with all governmental nature, adequacy and other legal requirements such as taxes, assessments, zoning, use permit requirements and building codes. (ii) The physical condition of the Property, including(ii) the quality, without limitationnature, the interior, the exterior, the structure, the paving, the utilitiesadequacy, and all other physical condition of soils, geology and functional aspects any groundwater, (iii) the existence, quality, nature, adequacy and physical condition of utilities serving the Property, and physical condition of utilities serving the Property, (iv) the development potential of the Property. Such examination of , and the physical condition use, habitability, merchantability, fitness, suitability, value or adequacy of the Property shall include an examination for any particular purpose, (v) the zoning or other legal status of the Property or any other public or private restrictions on use of the Property, (vi) the compliance of the Property or its operation with any applicable codes, laws, regulations, statutes, ordinances, covenants, conditions and restrictions of any governmental or quasi-governmental entity or of any other person or entity, and (vii) the presence or absence of Hazardous Materials (as defined below)on, which shall be performed under or arranged by Buyer, at Buyer’s sole expense. (iii) Any easements and/or access rights affecting the Property. (iv) The tenant leases and any other occupancy agreements (each individually referred to herein as a “Lease”, and collectively referred to herein as the “Leases”) and all matters in connection therewith, including, without limitation, the ability of the tenants to pay the rent. (v) The service contracts and other contracts or agreements of significance to about the Property (or the “Contracts”). (vi) All other matters of material significance affecting the Property. (b) EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, IT IS UNDERSTOOD AND AGREED THAT SELLER IS NOT MAKING AND HAS NOT AT ANY TIME MADE ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER, EXPRESSED OR IMPLIED, WITH RESPECT TO THE PROPERTY, INCLUDING ANY WARRANTIES OR REPRESENTATIONS AS TO HABITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ZONING, TAX CONSEQUENCES, LATENT OR PATENT PHYSICAL OR ENVIRONMENTAL CONDITION, UTILITIES, OPERATING HISTORY OR PROJECTIONS, VALUATION, GOVERNMENTAL APPROVALS, THE COMPLIANCE OF THE PROPERTY WITH GOVERNMENTAL LAWS, THE TRUTH, ACCURACY OR COMPLETENESS OF ANY DILIGENCE MATERIALS OR ANY OTHER INFORMATION PROVIDED BY OR ON BEHALF OF SELLER TO BUYER, OR ANY OTHER MATTER OR THING REGARDING THE PROPERTY. EXCEPT AS OTHERWISE EXPRESSLY STATED IN THIS AGREEMENT, BUYER WAIVES, AND SELLER IS RELIEVED FROM, ANY OBLIGATION OR DUTY THAT SELLER MIGHT OTHERWISE HAVE TO DISCLOSE ANY CONDITION, INCLUDING AN ENVIRONMENTAL CONDITION, RELATING TO THE PROPERTY. EXCEPT AS OTHERWISE EXPRESSLY STATED IN THIS AGREEMENT, BUYER ACKNOWLEDGES AND AGREES THAT, UPON CLOSING, SELLER SHALL SELL AND CONVEY TO BUYER AND BUYER SHALL ACCEPT THE PROPERTY “AS IS, WHERE IS, WITH ALL FAULTS.” EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, BUYER HAS NOT RELIED AND WILL NOT RELY ON, AND SELLER IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESSED OR IMPLIED WARRANTIES, GUARANTIES, STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PROPERTY (INCLUDING SPECIFICALLY INFORMATION PACKAGES DISTRIBUTED WITH RESPECT TO THE PROPERTY) MADE OR FURNISHED BY OR ON BEHALF OF SELLER, ANY DIRECT OR INDIRECT OWNER OF SELLER, ANY PROPERTY MANAGER, ANY FRANCHISOR OR ANY REAL ESTATE BROKER OR AGENT REPRESENTING OR PURPORTING TO REPRESENT SELLER, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, UNLESS EXPRESSLY SET FORTH IN THIS AGREEMENT. BUYER REPRESENTS TO SELLER THAT BUYER HAS CONDUCTED, OR WILL CONDUCT PRIOR TO THE CLOSING, SUCH INVESTIGATIONS OF THE PROPERTY, INCLUDING THE PHYSICAL AND ENVIRONMENTAL CONDITIONS THEREOF, AS BUYER DEEMS NECESSARY TO SATISFY ITSELF AS TO THE CONDITION OF THE PROPERTY AND THE EXISTENCE OR NONEXISTENCE, OR REMEDIAL ACTION TO BE TAKEN WITH RESPECT TO, ANY HAZARDOUS MATERIALS OR TOXIC SUBSTANCES ON OR DISCHARGED FROM THE PROPERTY, AND WILL RELY SOLELY UPON BUYER’S OWN INVESTIGATIONS AND NOT UPON ANY INFORMATION PROVIDED BY OR ON BEHALF OF SELLER OR ITS AGENTS OR EMPLOYEES WITH RESPECT THERETO, OTHER THAN SUCH REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER AS ARE EXPRESSLY SET FORTH IN THIS AGREEMENT. SUBJECT TO ARTICLE V HEREOF, UPON THE OCCURRENCE OF THE CLOSING, BUYER SHALL ASSUME THE RISK THAT ADVERSE MATTERS, INCLUDING CONSTRUCTION DEFECTS AND ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS, MAY NOT HAVE BEEN REVEALED BY BUYER’S INVESTIGATIONS. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, BUYER, UPON THE OCCURRENCE OF THE CLOSING, (I) SHALL BE DEEMED TO HAVE RELEASED, ACQUITTED AND DISCHARGED SELLER (AND SELLER’S OFFICERS, DIRECTORS, SHAREHOLDERS, MEMBERS, EMPLOYEES AND AGENTS) FROM AND AGAINST, AND (II) SHALL BE DEEMED TO HAVE WAIVED AND RELINQUISHED, ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION (INCLUDING CAUSES OF ACTION IN TORT), LOSSES, DAMAGES, LIABILITIES, COSTS AND EXPENSES (INCLUDING ATTORNEYS’ FEES AND COURT COSTS) OF ANY AND EVERY KIND OR CHARACTER, KNOWN OR UNKNOWN, THAT BUYER MIGHT HAVE ASSERTED OR ALLEGED AGAINST SELLER (AND ANY OF SELLER’S RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, MEMBERS, EMPLOYEES AND AGENTS) AT ANY TIME BY REASON OF OR ARISING OUT OF ANY LATENT OR PATENT CONSTRUCTION DEFECTS OR PHYSICAL CONDITIONS, VIOLATIONS OF ANY APPLICABLE LAWS (INCLUDING ANY ENVIRONMENTAL LAWS) AND ANY AND ALL OTHER ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR MATTERS REGARDING THE PROPERTY. BUYER AGREES THAT SHOULD ANY CLEANUP, REMEDIATION OR REMOVAL OF HAZARDOUS MATERIALS OR OTHER ENVIRONMENTAL CONDITIONS ON THE PROPERTY BE REQUIRED AFTER THE CLOSING DATE, SUCH CLEANUP, REMOVAL OR REMEDIATION SHALL BE THE RESPONSIBILITY OF AND SHALL BE PERFORMED AT THE SOLE COST AND EXPENSE OF BUYER. (c) BUYER ACKNOWLEDGES THAT SELLER HAS NOT HELD ITSELF OUT AS ENGAGED IN THE PRACTICE OF LAW OR ACCOUNTING, AND BUYER HAS NOT ESTABLISHED, DIRECTLY OR INDIRECTLY, AN ATTORNEY-CLIENT OR ACCOUNTANT-CLIENT RELATIONSHIP WITH SELLER OR ANY SELLER PARTIES. IT IS UNDERSTOOD AND AGREED THAT, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, ANY REPRESENTATIONS OR STATEMENTS MADE BY SELLER OR ANY OF THE SELLER PARTIES REGARDING LEGAL OR TAX CONSEQUENCES OF ANY OF THE TRANSACTIONS DESCRIBED IN THIS AGREEMENT MAY NOT BE USED OR RELIED UPON BY BUYER. BUYER REPRESENTS THAT IT HAS EITHER OBTAINED LEGAL COUNSEL AND TAX ADVICE PRIOR TO ENTERING INTO THIS AGREEMENT OR IT HAS DEEMED IT UNNECESSARY TO SEEK SUCH ADVICE. SELLER SHALL NOT BE HELD RESPONSIBLE FOR ANY FAILURE OF BUYER TO SEEK AND OBTAIN LEGAL AND TAX ADVICE (d) In addition, Buyer expressly acknowledges that it is not relying upon the information contained in the 000 Xxxxxxx Xxxxxx - Confidential Offering Memorandum dated October 2013, furnished by Eastdil Secured on behalf of Seller, adjoining or in any supplemental materials thereto.neighboring property,