Common use of Buyer’s Release Clause in Contracts

Buyer’s Release. The release of Claims (as defined below) set forth in this Section 3.5 shall be referred to as the “Release.” Except for Claims arising out of Seller’s breach of the express representations under this Agreement, third party claims arising from events occurring prior to the Closing or claims of tenants under their Tenant Occupancy Leases for the refund of security deposits relating to actions or events occurring prior to Closing, Buyer, on behalf of itself and of the other Waiver Parties hereby forever, absolutely, unconditionally and completely releases and discharges the Released Parties from and against any and all actual, threatened or potential claims, claims for contribution under Environmental Laws, suits, proceedings, actions, causes of action, demands, liabilities, losses, obligations, orders, requirements or restrictions, liens, penalties, fines, charges, debts, damages, costs, and expenses of every kind and nature, whether now known or unknown, whether foreseeable or unforeseeable, whether under any foreign, federal, state or local law (both statutory and nonstatutory), and, whether asserted or demanded by a third party against any of the Waiver Parties or incurred directly or indirectly by any of the Waiver Parties themselves, that any of the Waiver Parties may now or hereafter have against any of the Released Parties (collectively, “Claims”), and that arise in connection with or in any way are related to (i) the physical condition of the Property, its financial condition or that of the tenants under the Tenant Occupancy Leases, the value of the Property or its suitability for Buyer’s use, the status of any of the Tenant Occupancy Leases or of the tenants thereunder, the ownership, management or operation of the Property or the accuracy or completeness of any information reviewed by Buyer in connection with its investigations of the Property and which may have been relied upon by Buyer in deciding to purchase the Property, (ii) any Handling of any Waste Materials or Hazardous Materials at, beneath, to, from or about the Property, (iii) any compliance or non-compliance with Environmental Laws regarding any Waste Materials, Hazardous Materials or any Handling related thereto at, beneath, to, from or about the Property, (iv) any acts, omissions, services or other conduct related to any of the foregoing items “(i)” through “(iii),” inclusive, and/or (v) any condition, activity or other matter respecting the Property that is not addressed by any of the foregoing items “(i)” through “(iv),” inclusive and that is related to pollution or protection of the environment, natural resources, or public health. Buyer shall defend, hold harmless and indemnify the Released Parties and each of them from and against all claims, suits, demands, losses, damages and expenses (including reasonable attorneys’ and consultants’ fees and costs) incurred as a result of actions which are inconsistent with the provisions of this Section 3.5 of Buyer, or its successors under this Agreement or of entities or persons who or which at any time control, are under common control with or are controlled by Buyer. This Release shall survive the close of Escrow and the recording of the deed conveying the Property from Seller to Buyer. BUYER HEREBY SPECIFICALLY WAIVES THE PROVISIONS OF SECTION 1542 OF THE CALIFORNIA CIVIL CODE (“SECTION 1542”) AND ANY SIMILAR LAW OF ANY OTHER STATE, TERRITORY OR JURISDICTION. SECTION 1542 PROVIDES: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR. BUYER HEREBY SPECIFICALLY ACKNOWLEDGES THAT BUYER HAS CAREFULLY REVIEWED THIS SUBSECTION AND DISCUSSED ITS IMPORT WITH LEGAL COUNSEL AND THAT THE PROVISIONS OF THIS SUBSECTION ARE A MATERIAL PART OF THIS AGREEMENT.

Buyer’s Release. The release Buyer hereby remises, releases and forever discharges Seller, and each of Claims (as defined below) set forth in this Section 3.5 shall be referred to as its predecessors, parents, subsidiaries, Affiliates, and the “Release.” Except for Claims arising out past, present and future shareholders, partners, officers, directors, employees, agents, consultants, representatives, attorneys, and insurers of Seller’s breach any of the express representations under this Agreementforegoing, third party claims arising from events occurring prior to the Closing or claims together with all successors and assigns of tenants under their Tenant Occupancy Leases for the refund of security deposits relating to actions or events occurring prior to Closing, Buyer, on behalf of itself and any of the other Waiver Parties hereby forever, absolutely, unconditionally foregoing (the "SELLER RELEASEES") of and completely releases and discharges the Released Parties from and against any and all actual, threatened or potential claims, claims for contribution under Environmental Laws, suits, proceedingsdemands, actions, causes of action, demandsrights of action, controversies, covenants, obligations, agreements, damages, penalties, interest, fees, expenses, costs, remedies, reckonings, extents, responsibilities, liabilities, losses, obligations, orders, requirements or restrictions, liens, penalties, fines, charges, debts, damages, costssuits, and expenses proceedings of every kind and whatsoever kind, nature, whether now or description, direct or indirect, vested or contingent, known or unknown, whether foreseeable suspected or unforeseeableunsuspected, whether in contract, tort, law, equity, or otherwise, under the laws of any foreign, federal, state or local law (both statutory and nonstatutory), and, whether asserted or demanded by a third party against any of the Waiver Parties or incurred directly or indirectly by any of the Waiver Parties themselvesjurisdiction, that any of the Waiver Parties may Buyer or its successors or assigns, ever had, now has, or hereafter have can, shall, or may have, against any of the Released Parties (collectivelySeller Releasees, “Claims”), and that arise in connection with or in any way are related to (i) the physical condition of the Property, its financial condition or that of the tenants under the Tenant Occupancy Leases, the value of the Property or its suitability for Buyer’s use, the status of any of the Tenant Occupancy Leases or of the tenants thereunder, the ownership, management or operation of the Property or the accuracy or completeness of any information reviewed by Buyer in connection with its investigations of the Property and which may have been relied upon by Buyer in deciding to purchase the Property, (ii) any Handling of any Waste Materials or Hazardous Materials at, beneath, to, from or about the Property, (iii) any compliance or non-compliance with Environmental Laws regarding any Waste Materials, Hazardous Materials or any Handling related thereto at, beneath, to, from or about the Property, (iv) any acts, omissions, services or other conduct related to including without limitation any of the foregoing items “relating to or arising out of the Servicing Agreement, from the beginning of the world through and including the date of this Mutual Release (i"BUYER CLAIMS")” through “(iii),” inclusive, and/or (v) other than any conditionand all rights that Buyer may have under this Agreement. Buyer hereby expressly waives any and all laws or statutes, activity of any jurisdiction whatsoever, which may provide that a release does not extend to claims not known or other matter respecting suspected to exist at the Property time of executing a release which if known would have materially affected the decision to give said release. It is expressly intended and agreed that is this Mutual Release does in fact extend to such unknown or unsuspected Buyer Claims related to anything that has happened to the date hereof even if knowledge thereof would have materially affected the decision to give said release. Buyer hereby represents and warrants to Seller that it has not addressed by assigned, transferred or otherwise conveyed any of the foregoing items “(i)” through “(iv),” inclusive and that is related to pollution or protection of the environment, natural resources, or public health. Buyer shall defend, hold harmless and indemnify the Released Parties and each of them from and against all claims, suits, demands, losses, damages and expenses (including reasonable attorneys’ and consultants’ fees and costs) incurred as a result of actions which are inconsistent with the provisions of this Section 3.5 of Buyer, or its successors under this Agreement or of entities or persons who or which at any time control, are under common control with or are controlled by Buyer. This Release shall survive the close of Escrow and the recording of the deed conveying the Property from Seller to Buyer. BUYER HEREBY SPECIFICALLY WAIVES THE PROVISIONS OF SECTION 1542 OF THE CALIFORNIA CIVIL CODE (“SECTION 1542”) AND ANY SIMILAR LAW OF ANY OTHER STATE, TERRITORY OR JURISDICTION. SECTION 1542 PROVIDES: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR. BUYER HEREBY SPECIFICALLY ACKNOWLEDGES THAT BUYER HAS CAREFULLY REVIEWED THIS SUBSECTION AND DISCUSSED ITS IMPORT WITH LEGAL COUNSEL AND THAT THE PROVISIONS OF THIS SUBSECTION ARE A MATERIAL PART OF THIS AGREEMENTClaims being released herein.

Buyer’s Release. The release of Claims (as defined below) set forth in this Section 3.5 shall be referred to as the “Release.” Except for Claims arising out of Seller’s breach of the express representations under this Agreement, third party claims arising from events occurring prior to the Closing or claims of tenants under their Tenant Occupancy Leases for the refund of security deposits relating to actions or events occurring prior to Closing, Buyer, Buyer on behalf of itself and of the other Waiver Parties hereby foreverits successors and assigns waives its right to recover from, absolutely, unconditionally and completely forever releases and discharges discharges, Seller, Seller’s affiliates, and the Released Parties members, managers, investment managers, property managers, partners, trustees, shareholders, beneficiaries, directors, officers, employees, attorneys and agents of any of Seller and Seller’s affiliates, and their respective heirs, successors, personal representatives and assigns, and each of them, from and against any and all actualdemands, threatened or potential claims, claims for contribution under Environmental Laws, suits, legal or administrative proceedings, actions, causes of action, demandslosses, liabilities, losses, obligations, orders, requirements or restrictions, liensdamages, penalties, fines, chargesliens, debtsjudgments, damages, costs, and costs or expenses of every kind and nature, whether now known or unknown, whether foreseeable foreseen or unforeseeable, whether under any foreign, federal, state or local law (both statutory and nonstatutory), and, whether asserted or demanded by a third party against any of the Waiver Parties or incurred directly or indirectly by any of the Waiver Parties themselvesunforeseen, that any may arise on account of the Waiver Parties may now or hereafter have against any of the Released Parties (collectively, “Claims”), and that arise in connection with or in any way are related to be connected with (i) the physical condition of the Property, its financial condition or that of the tenants under the Tenant Occupancy Leases, the value of the Property or its suitability for Buyer’s use, the status of any of the Tenant Occupancy Leases or of the tenants thereunder, the ownership, management or operation of the Property or the accuracy or completeness of any information reviewed by Buyer in connection with its investigations of the Property and which may have been relied upon by Buyer in deciding to purchase the Property, (ii) any Handling the condition of any Waste Materials or Hazardous Materials at, beneath, to, from or about title to the Property, (iii) any compliance or non-compliance with Environmental Laws regarding any Waste Materialsthe presence on, Hazardous Materials or any Handling related thereto at, beneath, to, from under or about the PropertyProperty of any hazardous or regulated substance, (iv) the Property’s compliance with any actsapplicable federal, omissionsstate or local law, services rule or other conduct related to any of the foregoing items “(i)” through “(iii),” inclusiveregulation, and/or or (v) any conditionother aspect of the Property; provided, activity however, that this release does not apply to Seller’s fraud or other matter respecting the Property that is not addressed by breach of any of the foregoing items “(i)” through “(iv),” inclusive and that is related representations, warranties or covenants of Seller under this Agreement which expressly survive the Closing. Subject to pollution or protection the terms of the environmentforegoing release, natural resources, or public healthBuyer has not assumed liability for any claims arising with respect to the period prior to the Closing. Buyer shall defend, hold harmless The terms and indemnify the Released Parties and each of them from and against all claims, suits, demands, losses, damages and expenses (including reasonable attorneys’ and consultants’ fees and costs) incurred as a result of actions which are inconsistent with the provisions of this Section 3.5 of Buyer, or its successors under this Agreement or of entities or persons who or which at any time control, are under common control with or are controlled by Buyer. This Release Subsection 14.4 shall survive the close Closing and/or any termination of Escrow and the recording of the deed conveying the Property from Seller to Buyerthis Agreement without limitation. BUYER HEREBY SPECIFICALLY WAIVES ACKNOWLEDGES THAT IT HAS READ AND IS FAMILIAR WITH THE PROVISIONS OF SECTION 1542 OF THE CALIFORNIA CIVIL CODE SECTION 1542 (“SECTION 1542”) AND ANY SIMILAR LAW OF ANY OTHER STATE, TERRITORY OR JURISDICTION. SECTION 1542 PROVIDES1542”),WHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR. BUYER HEREBY SPECIFICALLY ACKNOWLEDGES THAT BUYER HAS CAREFULLY REVIEWED THIS SUBSECTION AND DISCUSSED ITS IMPORT WITH LEGAL COUNSEL AND THAT THE PROVISIONS OF THIS SUBSECTION ARE A MATERIAL PART OF THIS AGREEMENT.OF

Buyer’s Release. As of the Closing, Buyer and Buyer Parent hereby fully and irrevocably release Seller, Seller Parent and their respective Affiliates from any and all claims that Buyer or Buyer Parent may have or hereafter acquire against Seller, Seller Parent or any of their respective Affiliates for any cost, loss, liability, damage, expense, demand, action or cause of action to the extent arising from or related to any matter of any nature relating to the condition or operation of the Owned Real Property (including any latent or patent construction defects, errors or omissions, compliance with law matters, Hazardous Substances and other environmental matters within, under or upon, or in the vicinity of the Owned Real Property, including, without limitation, any Environmental Laws) (“Owned Real Property Claims”). The foregoing release by Buyer and Buyer Parent includes, without limitation, any Owned Real Property Claims Buyer and/or Buyer Parent may have pursuant to any statutory or common law right Buyer or Buyer Parent may have to receive disclosures from Seller, including, without limitation, any disclosures as to the Owned Real Property’s location within areas designated as subject to flooding, fire, seismic or earthquake risks by any federal, state or local entity, the presence of Hazardous Substances on or beneath the Owned Real Property, the need to obtain flood insurance, the certification of water heater bracing and/or the advisability of obtaining title insurance, or any other condition or circumstance affecting the Owned Real Property, its financial viability, use or operation, or any portion thereof. This release includes Owned Real Property Claims of which Buyer and Buyer Parent are presently unaware or which neither Buyer nor Buyer Parent presently suspects to exist in its favor which, if known by Buyer or Buyer Parent, would materially affect Buyer’s and Buyer Parent’s release of Claims (as defined below) Seller and Seller Parent. In connection with the general release set forth in this Section 3.5 shall be referred to as the “Release.” Except for Claims arising out of Seller’s breach of the express representations under this Agreement10.4, third party claims arising from events occurring prior to the Closing or claims of tenants under their Tenant Occupancy Leases for the refund of security deposits relating to actions or events occurring prior to Closing, Buyer, on behalf of itself and of the other Waiver Parties hereby forever, absolutely, unconditionally and completely releases and discharges the Released Parties from and against any and all actual, threatened or potential claims, claims for contribution under Environmental Laws, suits, proceedings, actions, causes of action, demands, liabilities, losses, obligations, orders, requirements or restrictions, liens, penalties, fines, charges, debts, damages, costs, and expenses of every kind and nature, whether now known or unknown, whether foreseeable or unforeseeable, whether under any foreign, federal, state or local law (both statutory and nonstatutory), and, whether asserted or demanded by a third party against any of the Waiver Parties or incurred directly or indirectly by any of the Waiver Parties themselves, that any of the Waiver Parties may now or hereafter have against any of the Released Parties (collectively, “Claims”), and that arise in connection with or in any way are related to (i) the physical condition of the Property, its financial condition or that of the tenants under the Tenant Occupancy Leases, the value of the Property or its suitability for Buyer’s use, the status of any of the Tenant Occupancy Leases or of the tenants thereunder, the ownership, management or operation of the Property or the accuracy or completeness of any information reviewed by Buyer in connection with its investigations of the Property and which may have been relied upon by Buyer in deciding to purchase the Property, (ii) any Handling of any Waste Materials or Hazardous Materials at, beneath, to, from or about the Property, (iii) any compliance or non-compliance with Environmental Laws regarding any Waste Materials, Hazardous Materials or any Handling related thereto at, beneath, to, from or about the Property, (iv) any acts, omissions, services or other conduct related to any of the foregoing items “(i)” through “(iii),” inclusive, and/or (v) any condition, activity or other matter respecting the Property that is not addressed by any of the foregoing items “(i)” through “(iv),” inclusive and that is related to pollution or protection of the environment, natural resources, or public health. Buyer shall defend, hold harmless and indemnify the Released Parties and each of them from Buyer and against all claims, suits, demands, losses, damages and expenses (including reasonable attorneys’ and consultants’ fees and costs) incurred as a result of actions which are inconsistent with Buyer Parent specifically waives the provisions of this California Civil Code Section 3.5 of Buyer1542, or its successors under this Agreement or of entities or persons who or which at any time control, are under common control with or are controlled by Buyer. This Release shall survive the close of Escrow and the recording of the deed conveying the Property from Seller to Buyer. BUYER HEREBY SPECIFICALLY WAIVES THE PROVISIONS OF SECTION 1542 OF THE CALIFORNIA CIVIL CODE (“SECTION 1542”) AND ANY SIMILAR LAW OF ANY OTHER STATE, TERRITORY OR JURISDICTION. SECTION 1542 PROVIDESprovides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT 57 TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASERELEASE AND THAT, WHICH IF KNOWN BY HIM MUST OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTORDEBTOR OR RELEASED PARTY. BUYER HEREBY SPECIFICALLY ACKNOWLEDGES THAT BUYER HAS CAREFULLY REVIEWED THE PARTIES WITNESS THEIR AGREEMENT TO THIS SUBSECTION AND DISCUSSED ITS IMPORT WITH LEGAL COUNSEL AND THAT THE PROVISIONS OF RELEASE PROVISION BY INITIALING THIS SUBSECTION ARE A MATERIAL PART OF THIS AGREEMENTSECTION: Seller: /s/ AL Buyer: /s/ BAV Seller Parent: /s/ AL Buyer Parent: /s/ BAV Company: /s/ AL Notwithstanding anything to the contrary set forth in this Section 10.4, the foregoing release is not intended to and does not cover (i) any claims arising from a breach of Seller’s, Seller Parent’s or the Company’s representations or warranties set forth in Article II and Article III, respectively, or in any Ancillary Agreement or (ii) any other breach by Seller or Seller Parent of any indemnity or other express obligation of Seller or Seller Parent under this Agreement or any Ancillary Agreement which by its terms survives the Closing.

Buyer’s Release. As of the Closing, Buyer and Buyer Parent hereby fully and irrevocably release Seller, Seller Parent and their respective Affiliates from any and all claims that Buyer or Buyer Parent may have or hereafter acquire against Seller, Seller Parent or any of their respective Affiliates for any cost, loss, liability, damage, expense, demand, action or cause of action to the extent arising from or related to any matter of any nature relating to the condition or operation of the Owned Real Property (including any latent or patent construction defects, errors or omissions, compliance with law matters, Hazardous Substances and other environmental matters within, under or upon, or in the vicinity of the Owned Real Property, including, without limitation, any Environmental Laws) (“Owned Real Property Claims”). The foregoing release by Buyer and Buyer Parent includes, without limitation, any Owned Real Property Claims Buyer and/or Buyer Parent may have pursuant to any statutory or common law right Buyer or Buyer Parent may have to receive disclosures from Seller, including, without limitation, any disclosures as to the Owned Real Property’s location within areas designated as subject to flooding, fire, seismic or earthquake risks by any federal, state or local entity, the presence of Hazardous Substances on or beneath the Owned Real Property, the need to obtain flood insurance, the certification of water heater bracing and/or the advisability of obtaining title insurance, or any other condition or circumstance affecting the Owned Real Property, its financial viability, use or operation, or any portion thereof. This release includes Owned Real Property Claims of which Buyer and Buyer Parent are presently unaware or which neither Buyer nor Buyer Parent presently suspects to exist in its favor which, if known by Buyer or Buyer Parent, would materially affect Buyer’s and Buyer Parent’s release of Claims (as defined below) Seller and Seller Parent. In connection with the general release set forth in this Section 3.5 shall be referred to as the “Release.” Except for Claims arising out of Seller’s breach of the express representations under this Agreement10.4, third party claims arising from events occurring prior to the Closing or claims of tenants under their Tenant Occupancy Leases for the refund of security deposits relating to actions or events occurring prior to Closing, Buyer, on behalf of itself and of the other Waiver Parties hereby forever, absolutely, unconditionally and completely releases and discharges the Released Parties from and against any and all actual, threatened or potential claims, claims for contribution under Environmental Laws, suits, proceedings, actions, causes of action, demands, liabilities, losses, obligations, orders, requirements or restrictions, liens, penalties, fines, charges, debts, damages, costs, and expenses of every kind and nature, whether now known or unknown, whether foreseeable or unforeseeable, whether under any foreign, federal, state or local law (both statutory and nonstatutory), and, whether asserted or demanded by a third party against any of the Waiver Parties or incurred directly or indirectly by any of the Waiver Parties themselves, that any of the Waiver Parties may now or hereafter have against any of the Released Parties (collectively, “Claims”), and that arise in connection with or in any way are related to (i) the physical condition of the Property, its financial condition or that of the tenants under the Tenant Occupancy Leases, the value of the Property or its suitability for Buyer’s use, the status of any of the Tenant Occupancy Leases or of the tenants thereunder, the ownership, management or operation of the Property or the accuracy or completeness of any information reviewed by Buyer in connection with its investigations of the Property and which may have been relied upon by Buyer in deciding to purchase the Property, (ii) any Handling of any Waste Materials or Hazardous Materials at, beneath, to, from or about the Property, (iii) any compliance or non-compliance with Environmental Laws regarding any Waste Materials, Hazardous Materials or any Handling related thereto at, beneath, to, from or about the Property, (iv) any acts, omissions, services or other conduct related to any of the foregoing items “(i)” through “(iii),” inclusive, and/or (v) any condition, activity or other matter respecting the Property that is not addressed by any of the foregoing items “(i)” through “(iv),” inclusive and that is related to pollution or protection of the environment, natural resources, or public health. Buyer shall defend, hold harmless and indemnify the Released Parties and each of them from Buyer and against all claims, suits, demands, losses, damages and expenses (including reasonable attorneys’ and consultants’ fees and costs) incurred as a result of actions which are inconsistent with Buyer Parent specifically waives the provisions of this California Civil Code Section 3.5 of Buyer1542, or its successors under this Agreement or of entities or persons who or which at any time control, are under common control with or are controlled by Buyer. This Release shall survive the close of Escrow and the recording of the deed conveying the Property from Seller to Buyer. BUYER HEREBY SPECIFICALLY WAIVES THE PROVISIONS OF SECTION 1542 OF THE CALIFORNIA CIVIL CODE (“SECTION 1542”) AND ANY SIMILAR LAW OF ANY OTHER STATE, TERRITORY OR JURISDICTION. SECTION 1542 PROVIDESprovides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASERELEASE AND THAT, WHICH IF KNOWN BY HIM MUST OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTORDEBTOR OR RELEASED PARTY. BUYER HEREBY SPECIFICALLY ACKNOWLEDGES THAT BUYER HAS CAREFULLY REVIEWED THE PARTIES WITNESS THEIR AGREEMENT TO THIS SUBSECTION AND DISCUSSED ITS IMPORT WITH LEGAL COUNSEL AND THAT THE PROVISIONS OF RELEASE PROVISION BY INITIALING THIS SUBSECTION ARE A MATERIAL PART OF THIS AGREEMENTSECTION: Seller: /s/ AL Buyer: /s/ BAV Seller Parent: /s/ AL Buyer Parent: /s/ BAV Company: /s/ AL Notwithstanding anything to the contrary set forth in this Section 10.4, the foregoing release is not intended to and does not cover (i) any claims arising from a breach of Seller’s, Seller Parent’s or the Company’s representations or warranties set forth in Article II and Article III, respectively, or in any Ancillary Agreement or (ii) any other breach by Seller or Seller Parent of any indemnity or other express obligation of Seller or Seller Parent under this Agreement or any Ancillary Agreement which by its terms survives the Closing.

Buyer’s Release. The release of Claims (Except as defined below) set forth in this Section 3.5 shall be referred below, Buyer hereby waives its right to as the “Release.” Except for Claims arising out of Seller’s breach of the express representations under this Agreement, third party claims arising from events occurring prior to the Closing or claims of tenants under their Tenant Occupancy Leases for the refund of security deposits relating to actions or events occurring prior to Closing, Buyer, on behalf of itself and of the other Waiver Parties hereby forever, absolutely, unconditionally and completely releases and discharges the Released Parties recover from and against fully and irrevocably releases Seller, and, at each level, its partners, members, employees, officers, directors, representatives, agents, servants, attorneys, affiliates, parent, subsidiaries, successors and assigns (“Released Parties”) from any and all actual, threatened or potential claims, claims for contribution under Environmental Laws, suits, proceedings, actions, causes of action, demands, liabilities, losses, obligations, orders, requirements or restrictions, liens, penalties, fines, charges, debts, damages, costs, and expenses of every kind and nature, whether now known or unknown, whether foreseeable or unforeseeable, whether under any foreign, federal, state or local law (both statutory and nonstatutory), and, whether asserted or demanded by a third party against any of the Waiver Parties or incurred directly or indirectly by any of the Waiver Parties themselves, responsibility and/or liability that any of the Waiver Parties it may now have or hereafter have acquire against any of the Released Parties (collectivelyfor any costs, “Claims”)loss, and that arise in connection with liability, damage, expenses, demand, judgments, penalties, fines, liens, action or in any way are cause of action, whether direct or indirect, known or unknown, foreseen or unforeseen, arising from, on account of, or related to (i) the physical condition (including title to the Property, any construction defects, errors, omissions or other conditions, latent, patent or otherwise and/or the environmental condition of the Property), its financial condition valuation, salability or that utility of the tenants under the Tenant Occupancy LeasesProperty, the value of the Property or its suitability for Buyer’s use, the status of any of the Tenant Occupancy Leases or of the tenants thereunder, the ownership, management or operation of the Property or the accuracy or completeness of any information reviewed by Buyer in connection with its investigations of the Property and which may have been relied upon by Buyer in deciding to purchase the Propertypurpose whatsoever, (ii) any Handling of any Waste Materials and all objections to or Hazardous Materials at, beneath, to, from or about complaints regarding the Property, Property and its condition; and (iii) any compliance or non-compliance with Environmental Laws regarding any Waste Materials, Hazardous Materials or any Handling related thereto at, beneath, to, from or about the Property, (iv) any acts, omissions, services or other conduct related to any of the foregoing items “(i)” through “(iii),” inclusive, and/or (v) any condition, activity or other matter respecting the Property that is not addressed information furnished by any of the foregoing items “(i)” through “(iv),” inclusive and that is related to pollution or protection of the environment, natural resources, or public health. Buyer shall defend, hold harmless and indemnify the Released Parties and each under or in connection with this Agreement. This release includes claims of them from and against all claimswhich Buyer is presently unaware or which Buyer does not presently suspect to exist which, suits, demands, losses, damages and expenses (including reasonable attorneys’ and consultants’ fees and costs) incurred as a result of actions which are inconsistent with the provisions of this Section 3.5 of if known by Buyer, or its successors under this Agreement or would materially affect Buyer's release to Seller. Buyer specifically waives the provision of entities or persons who or California Civil Code Section 1542, which at any time control, are under common control with or are controlled by Buyer. This Release shall survive the close of Escrow and the recording of the deed conveying the Property from Seller to Buyer. BUYER HEREBY SPECIFICALLY WAIVES THE PROVISIONS OF SECTION 1542 OF THE CALIFORNIA CIVIL CODE (provides as follows: “SECTION 1542”) AND ANY SIMILAR LAW OF ANY OTHER STATE, TERRITORY OR JURISDICTION. SECTION 1542 PROVIDES: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT EXPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY TO HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.” /s/ MLD /s/ CSP Seller's Initials Buyer's Initials Notwithstanding anything contained herein to the contrary, the foregoing releases are not intended and do not include (i) any claims arising from a breach of Seller’s representations or warranties or covenants set forth in Section 7.1 or covenants set forth in Section 7.3.2 of this Agreement; (ii) fraud; and (iii) willful misconduct or intentional concealment. BUYER HEREBY SPECIFICALLY ACKNOWLEDGES THAT BUYER HAS CAREFULLY REVIEWED THIS SUBSECTION AND DISCUSSED ITS IMPORT WITH LEGAL COUNSEL AND THAT THE PROVISIONS OF THIS SUBSECTION ARE A MATERIAL PART OF THIS AGREEMENTThe release granted herein shall survive the Close of Escrow and the recordation of the Grant Deed.

Buyer’s Release. The release of Claims (as defined below) set forth in this Section 3.5 shall be referred to as the “Release.” Except for Claims arising out of Seller’s breach of the express representations under this Agreement, third party claims arising from events occurring prior to the Closing or claims of tenants under their Tenant Occupancy Leases for the refund of security deposits relating to actions or events occurring prior to Closing, Buyer, Buyer on behalf of itself and of the other Waiver Parties hereby foreverits successors and assigns waives its right to recover from, absolutely, unconditionally and completely forever releases and discharges discharges, Seller, Seller's affiliates, Seller's investment manager, property manager, the Released Parties partners, trustees, shareholders, beneficiaries, directors, officers, employees, attorneys and agents of each of them, and their respective heirs, successors, personal representatives and assigns from and against any and all actualdemands, threatened or potential claims, claims for contribution under Environmental Laws, suits, legal or administrative proceedings, actions, causes of action, demandslosses, liabilities, losses, obligations, orders, requirements or restrictions, liensdamages, penalties, fines, chargesliens, debtsjudgments, damages, costs, and costs or expenses of every kind and nature, whether now known or unknown, whether foreseeable foreseen or unforeseeable, whether under any foreign, federal, state or local law (both statutory and nonstatutory), and, whether asserted or demanded by a third party against any of the Waiver Parties or incurred directly or indirectly by any of the Waiver Parties themselvesunforeseen, that any may arise on account of the Waiver Parties may now or hereafter have against any of the Released Parties (collectively, “Claims”), and that arise in connection with or in any way are related to be connected with (i) the physical condition of the Property, its financial condition or that of the tenants under the Tenant Occupancy Leases, the value of the Property or its suitability for Buyer’s use, the status of any of the Tenant Occupancy Leases or of the tenants thereunder, the ownership, management or operation of the Property or the accuracy or completeness of any information reviewed by Buyer in connection with its investigations of the Property and which may have been relied upon by Buyer in deciding to purchase the Property, (ii) any Handling the condition of any Waste Materials or Hazardous Materials at, beneath, to, from or about title to the Property, (iii) any compliance or non-compliance with Environmental Laws regarding any Waste Materialsthe presence on, Hazardous Materials or any Handling related thereto at, beneath, to, from under or about the PropertyProperty of any hazardous or regulated substance, (iv) the Property's compliance with any actsapplicable federal, omissionsstate or local law, services rule or other conduct related to any of the foregoing items “(i)” through “(iii),” inclusiveregulation, and/or or (v) any conditionother aspect of the Property; provided, activity however, this release does not apply to Seller’s fraud or other matter respecting the Property that is not addressed by breach of any of the foregoing items “(i)” through “(iv),” inclusive and that is related representations, warranties or covenants of Seller under this Agreement which survives the Closing. Subject to pollution or protection the terms of the environmentforegoing release, natural resources, or public healthBuyer has not assumed liability for any claims arising with respect to the period prior to the Closing. Buyer shall defend, hold harmless The terms and indemnify the Released Parties and each of them from and against all claims, suits, demands, losses, damages and expenses (including reasonable attorneys’ and consultants’ fees and costs) incurred as a result of actions which are inconsistent with the provisions of this Section 3.5 of Buyer, or its successors under this Agreement or of entities or persons who or which at any time control, are under common control with or are controlled by Buyer. This Release 14.3 shall survive the close Closing and/or termination of Escrow and the recording of the deed conveying the Property from Seller to Buyerthis Agreement. BUYER HEREBY SPECIFICALLY WAIVES ACKNOWLEDGES THAT IT HAS READ AND IS FAMILIAR WITH THE PROVISIONS OF SECTION 1542 OF THE CALIFORNIA CIVIL CODE (“SECTION 1542”) AND ANY SIMILAR LAW OF ANY OTHER STATE, TERRITORY OR JURISDICTION. SECTION 1542 PROVIDES("SECTION 1542"),WHICH IS SET FORTH BELOW: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR. ." BUYER HEREBY SPECIFICALLY ACKNOWLEDGES THAT BUYER HAS CAREFULLY REVIEWED THIS SUBSECTION AND DISCUSSED ITS IMPORT WITH LEGAL COUNSEL AND THAT WAIVES THE PROVISIONS OF THIS SUBSECTION SECTION 1542 SOLELY IN CONNECTION WITH THE MATTERS WHICH ARE A MATERIAL PART THE SUBJECT OF THIS AGREEMENT.THE FOREGOING WAIVERS AND RELEASES. Initials: Purchaser: ____ Seller: ____

Buyer’s Release. The release of Claims (as defined below) set forth in this Section 3.5 shall be referred to as the “Release.” Except for Claims arising out of Seller’s claims based on breach of the express City’s representations under this Agreement, third party claims arising from events occurring prior to the Closing or claims of tenants under their Tenant Occupancy Leases for the refund of security deposits relating to actions or events occurring prior to Closingand warranties herein, Buyer, on behalf of for itself and Buyer’s successors, lessees and assigns (collectively, “Buyer’s Assigns”), hereby releases the City from, and waives, any and all claims and liabilities against the City for, related to, or in connection with, any prior or current environmental or physical condition of the Property (or the presence of any matter or substance relating to the environmental condition of the Property), including, but not limited to, claims and/or liabilities relating to (in any manner whatsoever) any hazardous, toxic or dangerous materials or substances previously or now located in, at, about or under the Property, or for any and all claims or causes of action (actual or threatened) based upon, in connection with, or arising out of, the Federal Comprehensive Environmental Response, Compensation and Liability Act, as amended, and as it may be further amended from time to time, the Federal Resource Conservation and Recovery Act, as amended and as it may be further amended from time to time, the Colorado Hazardous Waste Act, as amended, and as it may be further amended from time to time, or any other Waiver Parties hereby foreverclaim or cause of action (including any federal or state based statutory, absolutelyregulatory or common law cause of action) related to environmental matters or liability with respect to, unconditionally or affecting, the Property. Upon Closing, Buyer and completely releases Buyer’s Assigns shall assume the risk that adverse matters, including but not limited to, construction defects and discharges adverse physical and environmental conditions, may not have been revealed by Buyer’s investigations, and upon Closing Buyer and Buyer’s Assigns, shall be deemed to have waived, relinquished and released the Released Parties City and the Authority and their successors from and against any and all actual, threatened or potential claims, claims for contribution under Environmental Laws, suits, proceedings, actionsdemands, causes of actionaction (including causes of action in tort), demandslosses, damages, liabilities, losses, obligations, orders, requirements or restrictions, liens, penalties, fines, charges, debts, damages, costs, costs and expenses (including attorney fees and court costs) of any and every kind and natureor character, whether now known or unknown, whether foreseeable which Buyer or unforeseeable, whether under any foreign, federal, state or local law (both statutory and nonstatutory), and, whether Buyer’s Assigns might have asserted or demanded alleged against the City, at any time by a third party against any reason of the Waiver Parties or incurred directly or indirectly by any of the Waiver Parties themselves, that any of the Waiver Parties may now or hereafter have against any of the Released Parties (collectively, “Claims”), and that arise in connection with or in any way are related to (i) the physical condition of the Property, its financial condition or that of the tenants under the Tenant Occupancy Leases, the value of the Property or its suitability for Buyer’s use, the status arising out of any of the Tenant Occupancy Leases latent or of the tenants thereunderpatent construction defects or physical conditions, the ownership, management or operation of the Property or the accuracy or completeness violations of any information reviewed by Buyer in connection with its investigations of the Property applicable laws (including, without limitation, any environmental laws) and which may have been relied upon by Buyer in deciding to purchase the Property, (ii) any Handling of any Waste Materials or Hazardous Materials at, beneath, to, from or about the Property, (iii) any compliance or non-compliance with Environmental Laws regarding any Waste Materials, Hazardous Materials or any Handling related thereto at, beneath, to, from or about the Property, (iv) any and all other acts, omissions, services events, circumstances or other conduct related to any matters regarding the Property, with the exception of claims based on breach of the foregoing items “(i)” through “(iii),” inclusiveCity’s express representations and warranties herein. Buyer acknowledges and agrees that the waivers, and/or (v) any condition, activity or releases and other matter respecting provisions contained herein were a material factor in City’s conveyance of the Property that to the Buyer for the Project. The City is not addressed by any of unwilling to convey the foregoing items “(i)” through “(iv),” inclusive and that Property to Buyer unless City is related to pollution or protection of the environment, natural resources, or public healthreleased as expressly set forth above. Buyer shall defendfurther acknowledges and agrees that the waivers, hold harmless releases and indemnify other provisions contained herein were a material factor in the Released Parties City’s agreement to convey the Property to the Buyer. Buyer, with Buyer’s counsel, has fully reviewed the disclaimers and each waivers set forth in this Agreement, and understands the significance and effect thereof. The terms and conditions of them from this Section 6 will expressly survive the Closing and against all claims, suits, demands, losses, damages and expenses (including reasonable attorneys’ and consultants’ fees and costs) incurred as a result of actions which are inconsistent will not merge with the provisions of this Section 3.5 of Buyerany Closing documents, or its successors under this Agreement or of entities or persons who or which at any time control, are under common control with or are controlled by Buyer. This Release and shall survive the close any termination of Escrow and the recording of the deed conveying the Property from Seller to Buyer. BUYER HEREBY SPECIFICALLY WAIVES THE PROVISIONS OF SECTION 1542 OF THE CALIFORNIA CIVIL CODE (“SECTION 1542”) AND ANY SIMILAR LAW OF ANY OTHER STATE, TERRITORY OR JURISDICTION. SECTION 1542 PROVIDES: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR. BUYER HEREBY SPECIFICALLY ACKNOWLEDGES THAT BUYER HAS CAREFULLY REVIEWED THIS SUBSECTION AND DISCUSSED ITS IMPORT WITH LEGAL COUNSEL AND THAT THE PROVISIONS OF THIS SUBSECTION ARE A MATERIAL PART OF THIS AGREEMENTthis Agreement.