Common use of Condition of Property Clause in Contracts

Condition of Property. THE PROPERTY IS SOLD ON AN "AS-IS, WHERE-IS" BASIS WITH NO WARRANTIES OR REPRESENTATIONS OF ANY NATURE AS TO THE CONDITION OF THE PROPERTY AND/OR THE PROPERTY'S SUITABILITY FOR ANY PARTICULAR PURPOSE. PURCHASER, BY ITS EXECUTION HEREOF, ACKNOWLEDGES THAT (I) SELLER HAS NOT MADE, DOES NOT MAKE AND SPECIFICALLY NEGATES AND DISCLAIMS ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE OF, AS TO, CONCERNING OR WITH RESPECT TO (A) THE VALUE, NATURE, QUALITY OR CONDITION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, THE WATER, SOIL AND GEOLOGY, (B) THE INCOME TO BE DERIVED FROM THE PROPERTY, (C) THE SUITABILITY OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER MAY CONDUCT THEREON, (D) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROPERTY, (E) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED INTO THE PROPERTY, (F) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE PROPERTY, (G) THE COMPLIANCE OF OR BY THE PROPERTY OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, INCLUDING, BUT NOT LIMITED TO, THE AMERICANS WITH DISABILITIES ACT AND ANY RULES AND REGULATIONS PROMULGATED THEREUNDER OR IN CONNECTION THEREWITH, OR

Condition of Property. THE PURCHASER UNDERSTANDS THAT THE SELLER ACQUIRED THE PROPERTY IS SOLD ON AN "ASBY FORECLOSURE, DEED-ISIN-LIEU OF FORECLOSURE, WHERE-IS" BASIS WITH FORFEITURE, TAX SALE, RIGHT OF EMINENT DOMAIN OR SIMILAR PROCESS AND CONSEQUENTLY, THE SELLER HAS LITTLE OR NO WARRANTIES OR REPRESENTATIONS OF ANY NATURE AS TO DIRECT KNOWLEDGE CONCERNING THE CONDITION OF THE PROPERTY. AS A MATERIAL PART OF THE CONSIDERATION TO BE RECEIVED BY THE SELLER UNDER THIS AGREEMENT AS NEGOTIATED AND AGREED TO BY THE PURCHASER AND THE SELLER, THE PURCHASER ACKNOWLEDGES AND AGREES TO ACCEPT THE PROPERTY AND/IN "AS IS" CONDITION AT THE TIME OF CLOSING, INCLUDING, WITHOUT LIMITATION, ANY HIDDEN DEFECTS OR ENVIRONMENTAL CONDITIONS AFFECTING THE PROPERTY'S SUITABILITY FOR ANY PARTICULAR PURPOSE, WHETHER KNOWN OR UNKNOWN WHETHER SUCH DEFECTS OR CONDITIONS WERE DISCOVERABLE THROUGH INSPECTION OR NOT. PURCHASER, BY ITS EXECUTION HEREOF, THE PURCHASER ACKNOWLEDGES THAT (I) THE SELLER, ITS AGENTS AND REPRESENTATIVES HAVE NOT MADE AND THE SELLER HAS NOT MADE, DOES NOT MAKE AND SPECIFICALLY NEGATES AND DISCLAIMS ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND GUARANTEES, IMPLIED OR CHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIEDEXPRESS, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE OF, AS WRITTEN IN RESPECT TO, CONCERNING OR WITH RESPECT TO (A) THE VALUE, NATURE, QUALITY OR CONDITION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, THE WATER, SOIL AND GEOLOGY, (B) THE INCOME TO BE DERIVED FROM THE PROPERTY, (C) THE SUITABILITY OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER MAY CONDUCT THEREON, (D) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROPERTY, (E) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED INTO THE PROPERTY, (F) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE PROPERTY, (G) THE COMPLIANCE OF OR BY THE PROPERTY OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, INCLUDING, BUT NOT LIMITED TO, THE AMERICANS WITH DISABILITIES ACT AND ANY RULES AND REGULATIONS PROMULGATED THEREUNDER OR IN CONNECTION THEREWITH, OR:

Condition of Property. THE BUYER UNDERSTANDS THAT THE SELLER ACQUIRED THE PROPERTY IS SOLD ON AN "ASBY FORECLOSURE, DEED-ISIN-LIEU OF FORECLOSURE, WHERE-IS" BASIS WITH FORFEITURE, TAX SALE, OR SIMILAR PROCESS, AND CONSEQUENTLY, THE SELLER HAS LITTLE OR NO WARRANTIES OR REPRESENTATIONS OF ANY NATURE AS TO DIRECT KNOWLEDGE CONCERNING THE CONDITION OF THE PROPERTY. AS A MATERIAL PART OF THE CONSIDERATION TO BE RECEIVED BY THE SELLER UNDER THE AGREEMENT AS NEGOTIATED AND AGREED TO BY THE BUYER AND THE SELLER, THE BUYER ACKNOWLEDGES AND AGREES TO ACCEPT THE PROPERTY AND/IN "AS IS" CONDITION AT THE TIME OF CLOSING, INCLUDING, WITHOUT LIMITATION, ANY HIDDEN DEFECTS OR ENVIRONMENTAL CONDITIONS AFFECTING THE PROPERTY'S SUITABILITY FOR ANY PARTICULAR PURPOSE, WHETHER KNOWN OR UNKNOWN, WHETHER SUCH DEFECTS OR CONDITIONS WERE DISCOVERABLE THROUGH INSPECTION OR NOT. PURCHASER, BY ITS EXECUTION HEREOF, THE BUYER ACKNOWLEDGES THAT (I) SELLER HAS THE SELLER, AND ITS AGENTS, BROKERS, AND REPRESENTATIVES HAVE NOT MADE, DOES NOT MAKE AND THE SELLER SPECIFICALLY NEGATES AND DISCLAIMS DISCLAIMS, ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS AGREEMENTS, OR GUARANTIES OF ANY KIND GUARANTEES, IMPLIED OR CHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIEDEXPRESS, ORAL OR WRITTEN, PASTWITH RESPECT TO: THE PHYSICAL CONDITION OR ANY OTHER ASPECT OF THE PROPERTY INCLUDING, PRESENT OR FUTURE OF, AS BUT NOT LIMITED TO, CONCERNING THE STRUCTURAL INTEGRITY OR WITH RESPECT TO (A) THE VALUE, NATURE, QUALITY OR CONDITION CHARACTER OF MATERIALS USED IN CONSTRUCTION OF ANY IMPROVEMENTS, AVAILABILITY AND QUANTITY OR QUALITY OF WATER, STABILITY OF THE SOIL, SUSCEPTIBILITY TO LANDSLIDE OR FLOODING, SUFFICIENCY OF DRAINAGE, WATER LEAKS, WATER DAMAGE, MOLD OR ANY OTHER MATTER AFFECTING THE STABILITY OR INTEGRITY OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, ; THE WATER, SOIL AND GEOLOGY, (B) THE INCOME TO BE DERIVED FROM THE PROPERTY, (C) THE SUITABILITY CONFORMITY OF THE PROPERTY FOR TO ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER MAY CONDUCT THEREONZONING, (D) LAND USE OR BUILDING CODE REQUIREMENTS OR COMPLIANCE WITH ANY LAWS, STATUTES, RULES, ORDINANCES, OR REGULATIONS OF ANY FEDERAL, STATE OR LOCAL GOVERNMENTAL AUTHORITY, OR THE GRANTING OF ANY REQUIRED PERMITS OR APPROVALS, IF ANY, OF ANY GOVERNMENTAL BODIES THAT HAD JURISDICTION OVER THE CONSTRUCTION OF THE ORIGINAL STRUCTURE, ANY IMPROVEMENTS, AND/OR ANY REMODELING OF THE STRUCTURE; THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROPERTY, (E) THE MANNER INCLUDING REDHIBITORY VICES AND DEFECTS, APPARENT OR QUALITY OF THE CONSTRUCTION NON-APPARENT OR MATERIALSLATENT, THAT NOW EXIST OR MAY HEREAFTER EXIST AND THAT, IF ANYKNOWN TO BUYER, INCORPORATED INTO WOULD CAUSE BUYER TO REFUSE TO PURCHASE THE PROPERTY; AND THE EXISTENCE, (F) THE MANNERLOCATION, QUALITYSIZE, STATE OR CONDITION OF REPAIR ANY OUTBUILDINGS OR LACK OF REPAIR OF SHEDS ON THE PROPERTY. Mold, mildew, spores and/or other microscopic organisms and/or allergens (Gcollectively referred to in the Agreement as “Mold”) THE COMPLIANCE OF OR BY THE PROPERTY OR ITS OPERATION WITH ANY LAWSare environmental conditions that are common in residential properties and may affect the Property. Mold, RULESin some forms, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODYhas been reported to be toxic and to cause serious physical injuries, INCLUDINGincluding but not limited to, BUT NOT LIMITED TOallergic and/or respiratory reactions or other problems, THE AMERICANS WITH DISABILITIES ACT AND ANY RULES AND REGULATIONS PROMULGATED THEREUNDER OR IN CONNECTION THEREWITHparticularly in young children, ORelderly persons, persons with immune system problems, allergies, or respiratory problems, and pets. Mold has also been reported to cause extensive damage to personal and real property. Buyer is advised to thoroughly inspect the Property for Mold. Mold may appear as discolored patches or cottony or speckled growth on walls, furniture or floors, behind walls and above ceilings. Any and all presence of moisture, water stains, mildew odors, condensation, and obvious Mold growth, are all possible indicators of a Mold condition, which may or may not be toxic. Mold may have been removed or covered in the course of any cleaning or repairing of the Property. Buyer acknowledges that, if Seller, or any of Seller’s employees, contractors, representatives, brokers, or agents cleaned or repaired the Property or remediated the Mold contamination, that Seller does not in any way warrant the cleaning, repairs, or remediation, or that the Property is free of Mold. Buyer is further advised to have the Property thoroughly inspected for Mold, any hidden defects, and/or environmental conditions or hazards affecting the Property. Buyer is also advised that all areas contaminated with Mold should be properly and thoroughly remediated. Buyer represents and warrants that: (A) Buyer accepts full responsibility and liability for all hazards, and Claims that may result from the presence of Mold in or around the Property; (B) If Buyer proceeds to close on the purchase of the Property, then Buyer has inspected and evaluated the condition of the Property to Buyer’s complete satisfaction, and Buyer is satisfied with the condition of the Property notwithstanding the past or present existence of Mold in or around the Property; and (C) Buyer has not, in any way, relied upon any representations or warranties of Seller, or Seller’s employees, officers, directors, contractors, representatives, brokers, or agents concerning the past or present existence of Mold or any environmental hazards in or around the Property. In the event the Property is affected by an environmental hazard either Party may terminate the Agreement. In the event the Seller decides to sell the Property to the Buyer and the Buyer agrees to purchase the Property (as evidenced by Buyer and Seller proceeding to close) despite the presence of an environmental hazard, the Buyer releases the Seller and the Indemnified Parties from any Claims arising out of or relating in any way to the environmental hazard or conditions of the Property, and Buyer agrees to also execute an additional general release at closing, in a form acceptable to Seller, related to the environmental hazard if Seller so requests. In the event the Buyer elects not to execute the additional release, Seller may, at the Seller’s sole discretion, terminate the Agreement upon notice given to Buyer. In the event the Seller has received official notice that the Property is in violation of building codes or similar laws or regulations, the Seller may terminate the Agreement or delay the date of closing or the Buyer may terminate the Agreement. In the event the Agreement is terminated by either Buyer or Seller pursuant to this Section 13, any xxxxxxx money deposit will be returned to the Buyer. If there is an enforcement proceeding arising from allegations of such violations before an enforcement board, special master, court or similar enforcement body, and neither the Buyer nor the Seller terminate the Agreement, the Buyer agrees (A) to accept the Property subject to the violations, and (B) to be responsible for compliance with the applicable code and with orders issued in any code enforcement proceedings. Buyer agrees to execute for closing any and all documents necessary or required by any agency with jurisdiction over the Property and to resolve the deficiencies as soon as possible after the closing. The closing of this sale shall constitute acknowledgement by the Buyer that Buyer had the opportunity to retain an independent, qualified professional to inspect the Property and that the condition of the Property is acceptable to the Buyer at the time of closing. The Buyer agrees that Seller and the Indemnified Parties shall have no liability for any Claims that the Buyer or the Buyer's successors or assigns may incur as a result of construction or other defects that may now or hereafter exist with respect to the Property. The Seller may be exempt from filing a disclosure statement regarding the condition of the Property because the Property was acquired through foreclosure, deed-in-lieu of foreclosure, forfeiture, tax sale, eminent domain or similar process. To the fullest extent allowed by law, Buyer waives any right to receive a disclosure statement from Seller, and Buyer agrees to execute a separate waiver, in a form acceptable to Seller, if the law requires the waiver to be in a separate form. Buyer initials__________

Condition of Property. THE PROPERTY IS SOLD ON AN "AS-IS, WHERE-IS" BASIS WITH NO WARRANTIES EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR REPRESENTATIONS OF IN ANY NATURE AS TO THE CONDITION OF THE PROPERTY AND/OR THE PROPERTY'S SUITABILITY FOR ANY PARTICULAR PURPOSE. PURCHASER, DOCUMENT EXECUTED BY ITS EXECUTION HEREOF, ACKNOWLEDGES THAT SELLER AT CLOSING (I) SELLER HAS NOT MADE, DOES NOT MAKE AND SPECIFICALLY NEGATES AND DISCLAIMS ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE OF, AS TO, CONCERNING OR WITH RESPECT TO (A) THE VALUE, NATURE, QUALITY OR CONDITION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, THE WATERLEASE), SOIL IT IS UNDERSTOOD AND GEOLOGYAGREED THAT SELLER IS NOT MAKING AND HAS NOT AT ANY TIME MADE ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER, (B) THE INCOME EXPRESS OR IMPLIED, WITH RESPECT TO BE DERIVED FROM THE PROPERTY, (C) THE SUITABILITY OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER MAY CONDUCT THEREON, (D) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROPERTY, (E) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED INTO THE PROPERTY, (F) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE PROPERTY, (G) THE COMPLIANCE OF OR BY THE PROPERTY OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODYTHE INTERESTS, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OR REPRESENTATIONS AS TO HABITABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. BUYER ACKNOWLEDGES AND AGREES THAT UPON CLOSING SELLER SHALL SELL AND CONVEY TO BUYER AND BUYER SHALL ACCEPT THE AMERICANS PROPERTY “AS IS, WHERE IS, WITH DISABILITIES ACT AND ANY RULES AND REGULATIONS PROMULGATED THEREUNDER ALL FAULTS”, EXCEPT TO THE EXTENT EXPRESSLY PROVIDED OTHERWISE IN THIS AGREEMENT OR IN CONNECTION THEREWITHANY DOCUMENT EXECUTED BY SELLER AT CLOSING (INCLUDING, ORWITHOUT LIMITATION, THE LEASE). BUYER HAS NOT RELIED AND WILL NOT RELY ON, AND SELLER IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE INTERESTS OR THE PROPERTY OR RELATING THERETO (INCLUDING SPECIFICALLY, WITHOUT LIMITATION, ANY PROSPECTUS DISTRIBUTED WITH RESPECT TO THE PROPERTY) MADE OR FURNISHED BY SELLER 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 SPECIFICALLY SET FORTH IN THIS AGREEMENT OR IN ANY DOCUMENT EXECUTED BY SELLER AT CLOSING. BUYER ALSO ACKNOWLEDGES THAT THE PURCHASE PRICE REFLECTS AND TAKES INTO ACCOUNT THAT THE PROPERTY IS BEING SOLD “AS-IS.” BUYER REPRESENTS TO SELLER THAT BUYER HAS HAD THE OPPORTUNITY TO CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS OF THE PROPERTY, INCLUDING BUT NOT LIMITED TO, THE PHYSICAL AND ENVIRONMENTAL CONDITIONS THEREOF, AS BUYER DEEMED NECESSARY OR DESIRABLE TO SATISFY ITSELF AS TO THE CONDITION OF THE PROPERTY AND THE EXISTENCE OR NONEXISTENCE OR CURATIVE ACTION TO BE TAKEN WITH RESPECT TO ANY HAZARDOUS OR TOXIC SUBSTANCES ON OR DISCHARGED FROM THE PROPERTY, AND WILL RELY SOLELY UPON SAME AND NOT UPON ANY INFORMATION PROVIDED BY OR ON BEHALF OF SELLER OR ITS AGENTS OR EMPLOYEES WITH RESPECT THERETO, OTHER THAN SUCH REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER AS ARE EXPRESSLY SET FORTH IN THIS AGREEMENT OR IN ANY DOCUMENT EXECUTED BY SELLER AT CLOSING (INCLUDING, WITHOUT LIMITATION, THE LEASE). EXCEPT WITH RESPECT TO ANY CLAIMS ARISING OUT OF OR RELATED TO THE BREACH OF ANY COVENANT, REPRESENTATION OR WARRANTY SET FORTH IN THIS AGREEMENT OR IN ANY DOCUMENT EXECUTED BY SELLER AT CLOSING (INCLUDING, WITHOUT LIMITATION, THE LEASE), UPON CLOSING, BUYER SHALL ASSUME THE RISK THAT ADVERSE MATTERS, INCLUDING BUT NOT LIMITED TO, CONSTRUCTION DEFECTS AND ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS, MAY NOT HAVE BEEN REVEALED BY BUYER’S INVESTIGATIONS. EXCEPT WITH RESPECT TO ANY CLAIMS ARISING OUT OF OR RELATED TO THE BREACH OF ANY COVENANT, REPRESENTATION OR WARRANTY SET FORTH IN THIS AGREEMENT OR IN ANY DOCUMENT EXECUTED BY SELLER AT CLOSING (INCLUDING, WITHOUT LIMITATION, THE LEASE), BUYER HEREBY RELEASES SELLER, ITS MEMBERS, EMPLOYEES, AFFILIATED MANAGERS AND AFFILIATED REPRESENTATIVES FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS AND CAUSES OF ACTION OF ANY KIND OR CHARACTER THAT BUYER MAY HAVE RELATING TO OR ARISING OUT OF (I) THE CONDITION OF THE PROPERTY, OR (II) ANY OTHER MATTER PERTAINING TO THE PROPERTY AS OF THE CLOSING HEREUNDER. WITHOUT LIMITING THE FOREGOING, BUYER AGREES THAT SHOULD ANY CLEANUP, REMEDIATION OR REMOVAL OF HAZARDOUS SUBSTANCES OR OTHER CONDITIONS ON THE PROPERTY BE REQUIRED AFTER THE CLOSING, SELLER SHALL HAVE NO OBLIGATION TO BUYER OR ANYONE CLAIMING UNDER BUYER, AND BUYER HEREBY RELEASES SELLER FROM ANY LIABILITY FOR OR OBLIGATION RELATING TO, SUCH CLEAN-UP, REMOVAL OR REMEDIATION. THE PROVISIONS OF THIS SECTION 5.7 SHALL SURVIVE CLOSING.

Condition of Property. 7.1 - “As-Is” Condition. BUYER HEREBY EXPRESSLY ACKNOWLEDGES AND AGREES THAT BUYER WILL HAVE, AS OF CLOSING, THOROUGHLY INSPECTED AND EXAMINED THE STATUS OF TITLE TO THE PROPERTY IS SOLD ON AN "AS-IS, WHERE-IS" BASIS WITH NO WARRANTIES OR REPRESENTATIONS OF ANY NATURE AS TO AND THE PHYSICAL CONDITION OF THE PROPERTY TO THE EXTENT DEEMED NECESSARY BY BUYER IN ORDER TO ENABLE BUYER TO EVALUATE THE PURCHASE OF THE PROPERTY. BUYER HEREBY FURTHER ACKNOWLEDGES AND AGREES THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS AGREEMENT OR IN ANY OF THE "CLOSING DOCUMENTS", BUYER IS RELYING SOLELY UPON THE INSPECTION, EXAMINATION, AND EVALUATION OF THE PHYSICAL CONDITION OF THE PROPERTY BY BUYER AND THAT BUYER IS PURCHASING, AND AT CLOSING WILL ACCEPT, THE PROPERTY ON AN “AS IS,” “WHERE IS” AND “WITH ALL FAULTS” BASIS, WITHOUT REPRESENTATIONS, WARRANTIES AND/OR THE PROPERTY'S SUITABILITY FOR ANY PARTICULAR PURPOSE. PURCHASER, BY ITS EXECUTION HEREOF, ACKNOWLEDGES THAT (I) SELLER HAS NOT MADE, DOES NOT MAKE AND SPECIFICALLY NEGATES AND DISCLAIMS ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS EXPRESS OR GUARANTIES IMPLIED, OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS NATURE; EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS AGREEMENT OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE OF, AS TO, CONCERNING OR WITH RESPECT TO (A) THE VALUE, NATURE, QUALITY OR CONDITION IN ANY OF THE PROPERTY"CLOSING DOCUMENTS". BUYER ACKNOWLEDGES THAT SELLER HAS MADE NO AGREEMENT WITH BUYER TO ALTER, INCLUDING, WITHOUT LIMITATION, THE WATER, SOIL AND GEOLOGY, (B) THE INCOME TO BE DERIVED FROM REPAIR OR IMPROVE THE PROPERTY, (C) THE SUITABILITY OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER MAY CONDUCT THEREON, (D) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROPERTY, (E) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED INTO THE PROPERTY, (F) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE PROPERTY, (G) THE COMPLIANCE OF OR BY THE PROPERTY OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, INCLUDING, BUT NOT LIMITED TO, THE AMERICANS WITH DISABILITIES ACT AND ANY RULES AND REGULATIONS PROMULGATED THEREUNDER OR IN CONNECTION THEREWITH, OR.

Condition of Property. PURCHASER HAS OR WILL INSPECT THE PROPERTY AND IS SOLD ON AN FAMILIAR OR WILL BECOME FAMILIAR WITH THE PHYSICAL CONDITION THEREOF. ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT NOTWITHSTANDING, SELLER HAS NOT MADE AND DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES AS TO THE PHYSICAL CONDITION, QUALITY OF CONSTRUCTION OF ANY IMPROVEMENTS, TIMELINESS OF COMPLETION OF ANY IMPROVEMENTS, QUALITY OF MATERIALS TO BE INCORPORATED INTO ANY IMPROVEMENTS, EXPENSES, OPERATION, MAINTENANCE, PROFIT, RENTS, LOSS OR USE TO WHICH THE PROPERTY OR ANY PART THEREOF MAY BE PUT, OR ANY OTHER MATTER OR THING AFFECTING OR PERTAINING TO THE PROPERTY, EXCEPT TO THE EXTENT SPECIFICALLY PROVIDED OTHERWISE IN THIS AGREEMENT, AND THE PURCHASER HEREIN EXPRESSLY ACKNOWLEDGES AND AGREES AT CLOSING TO TAKE THE SAME "AS-IS, WHERE-AS IS" BASIS WITH NO WARRANTIES AS OF THE CLOSING DATE. IT IS UNDERSTOOD AND AGREED THAT ALL UNDERSTANDINGS AND AGREEMENTS HERETO HAD BETWEEN THE PARTIES ARE MERGED INTO THIS AGREEMENT AND THAT THE SAME IS ENTERED INTO AFTER FULL INVESTIGATION, NEITHER PARTY RELYING UPON ANY STATEMENTS OR REPRESENTATIONS NOT EMBODIED IN THIS AGREEMENT, MADE BY THE OTHER. SELLER SHALL NOT BE LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN AGREEMENTS OR STATEMENTS, REPRESENTATIONS, "SETUPS," FINANCIAL STATEMENTS, OR INFORMATION PERTAINING TO THE OPERATION, LAYOUT, EXPENSES, CONDITION, INCOME PROFITS, OR LOSS FURNISHED BY ANY AGENT, EMPLOYEE, REAL ESTATE BROKER, SALESMAN OR SERVANT OF THE SELLER OR ANY OTHER PERSON OR ENTITY (INCLUDING THE SELLER), UNLESS THE SAME ARE SPECIFICALLY SET FORTH HEREIN. FURTHER, SELLER IS NOT LIABLE OR BOUND IN ANY MANNER FOR ANY INFORMATION WHICH THE SELLER MAY HERETOFORE HAVE SUPPLIED TO PURCHASER WITH RESPECT TO T HE PROPERTY. PURCHASER HAVING THE RIGHT TO CONDUCT ITS OWN INVESTIGATION UPON ALL SUCH MATTERS PURSUANT TO THE PROVISIONS OF SECTION 15, AND PURCHASER HEREBY EXPRESSLY ACKNOWLEDGES THAT IT HAS NOT RELIED UPON ANY PRO FORMA STATEMENTS, FINANCIAL STATEMENTS OR FINANCIAL INFORMATION OR OTHER STATEMENTS OR REPRESENTATIONS WITH RESPECT TO THE PROPERTY HERETOFORE SUPPLIED BY SELLER TO PURCHASER. ANY SUCH PRO FORMA STATEMENTS, FINANCIAL INFORMATION OR OTHER COMMUNICATIONS BETWEEN THE SELLER AND PURCHASER WITH RESPECT TO THE PROPERTY WHICH IS THE SUBJECT MATTER HEREOF HAVE BEEN RECEIVED BY PURCHASER SOLELY FOR ITS OWN CONVENIENCE AND PURCHASER ACKNOWLEDGES THAT IT HAS NOT AND WILL NOT RELY THEREON. PURCHASER ACKNOWLEDGES THAT SELLER HAS AFFORDED OR WILL AFFORD PURCHASER THE OPPORTUNITY FOR A FULL AND COMPLETE INVESTIGATION, EXAMINATION AND INSPECTION OF THE PROPERTY AND ALL MATTERS AND ITEMS RELATING THERETO OR CONNECTED THEREWITH. THERE ARE NO EXPRESS OR IMPLIED WARRANTIES GIVEN TO PURCHASER IN CONNECTION WITH THE PROPERTY OR IN CONNECTION WITH THE CONDITION OR QUALITY OF THE CONSTRUCTION OF ANY NATURE IMPROVEMENTS COMPRISING THE PROPERTY EXCEPT AS HEREIN SPECIFICALLY SET FORTH. SELLER DOES HEREBY DISCLAIM ANY AND ALL WARRANTIES OF MERCHANTABILITY AND FITNESS THAT MAY BE DUE FROM SELLER TO PURCHASER, WHETHER IN REGARD TO THE IMPROVEMENTS, BUILDINGS, OR PERSONAL PROPERTY CONTAINED THEREIN AND INCLUDED IN THIS SALE. PURCHASER EXPRESSLY RELEASE AND RELIEVES SELLER FROM ANY LIABILITY, WARRANTY, OR OBLIGATION RELATING TO THE CONDITION OF THE PROPERTY, SPECIFICALLY INCLUDING: LATENT AND PATENT CONDITIONS; THE PRESENCE OR RELEASE OF HAZARDOUS OR TOXIC WASTES, SUBSTANCE AND MATERIALS ON OR FROM THE PROPERTY AND/OR ANY ADJOINING PROPERTY; ZONING REQUIREMENTS; SUBSOIL CONDITIONS; STORM WATER DRAINAGE CONDITIONS; THE PROPERTY'S SUITABILITY FOR ANY PARTICULAR PURPOSE. PURCHASER, BY ITS EXECUTION HEREOF, ACKNOWLEDGES THAT (I) SELLER HAS NOT MADE, DOES NOT MAKE AND SPECIFICALLY NEGATES AND DISCLAIMS ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE OF, AS TO, CONCERNING OR WITH RESPECT TO (A) THE VALUE, NATURE, QUALITY EXISTENCE OR CONDITION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, THE WATER, SOIL AND GEOLOGY, (B) THE INCOME TO BE DERIVED FROM THE PROPERTY, (C) THE SUITABILITY OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER MAY CONDUCT THEREON, (D) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROPERTY, (E) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALSUTILITIES, IF ANY, INCORPORATED INTO AT THE PROPERTY, (F) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE PROPERTY, (G) THE COMPLIANCE OF OR BY THE PROPERTY OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, INCLUDING, BUT NOT LIMITED TO, THE AMERICANS WITH DISABILITIES ACT ; AND ANY RULES AND REGULATIONS PROMULGATED THEREUNDER OR IN CONNECTION THEREWITH, ORALL OTHER MATTERS RELATING TO THE PHYSICAL CONDITION OF THIS PROPERTY. THE PROVISIONS OF THIS SECTION 16 SHALL SURVIVE THE CLOSING.

Condition of Property. 8.1 Condition of the Property. LESSEE ACKNOWLEDGES AND AGREES THAT ALTHOUGH LESSOR WILL OWN AND HOLD TITLE TO THE IMPROVEMENTS RELATING TO ITS PROPERTY, THE CONSTRUCTION AGENT IS SOLELY RESPONSIBLE UNDER THE TERMS OF THE CONSTRUCTION AGENCY AGREEMENT FOR THE DESIGN, DEVELOPMENT, BUDGETING AND CONSTRUCTION OF THE IMPROVEMENTS AND ANY REFURBISHMENTS, ALTERATIONS OR MODIFICATIONS. LESSEE FURTHER ACKNOWLEDGES AND AGREES THAT IT IS RENTING EACH PROPERTY IS SOLD ON AN "AS-IS, WHERE-AS IS" BASIS WITH NO WARRANTIES WITHOUT REPRESENTATION, WARRANTY OR REPRESENTATIONS OF ANY NATURE AS TO THE CONDITION OF THE PROPERTY AND/OR THE PROPERTY'S SUITABILITY FOR ANY PARTICULAR PURPOSE. PURCHASER, BY ITS EXECUTION HEREOF, ACKNOWLEDGES THAT COVENANT (I) SELLER HAS NOT MADE, DOES NOT MAKE AND SPECIFICALLY NEGATES AND DISCLAIMS ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE OF, AS TO, CONCERNING OR WITH RESPECT ) BY ANY PARTICIPANT AND SUBJECT TO (A) THE VALUE, NATURE, QUALITY OR CONDITION EXISTING STATE OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, THE WATER, SOIL AND GEOLOGYTITLE, (B) THE INCOME TO BE DERIVED FROM THE PROPERTYRIGHTS OF ANY PARTIES IN POSSESSION THEREOF, (C) ANY STATE OF FACTS WHICH AN ACCURATE SURVEY OR PHYSICAL INSPECTION MIGHT SHOW AND (D) VIOLATIONS OF LEGAL REQUIREMENTS WHICH MAY EXIST ON THE SUITABILITY DATE HEREOF OR ON THE PROPERTY CLOSING DATE FOR SUCH PROPERTY. NO PARTICIPANT HAS MADE OR SHALL BE DEEMED TO HAVE MADE ANY REPRESENTATION, WARRANTY OR COVENANT (EXPRESS OR IMPLIED, INCLUDING THE CONDITION OF ANY IMPROVEMENTS THEREON, THE SOIL CONDITION, OR ANY ENVIRONMENTAL OR HAZARDOUS MATERIAL CONDITION) OR SHALL BE DEEMED TO HAVE ANY LIABILITY WHATSOEVER AS TO THE TITLE, VALUE, SUITABILITY, HABITABILITY, USE, CONDITION, DESIGN, OPERATION, OR FITNESS FOR USE OF THE PROPERTY (OR ANY PART THEREOF), OR ANY OTHER REPRESENTATION, WARRANTY OR COVENANT WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO ANY PROPERTY (OR ANY PART THEREOF) AND NO PARTICIPANT SHALL BE LIABLE FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER MAY CONDUCT THEREONLATENT, (D) HIDDEN, OR PATENT DEFECT THEREIN OR THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE FAILURE OF THE ANY PROPERTY, (E) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALSANY PART THEREOF, IF ANY, INCORPORATED INTO THE PROPERTY, (F) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE PROPERTY, (G) THE COMPLIANCE OF OR BY THE PROPERTY OR ITS OPERATION TO COMPLY WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, INCLUDING, BUT NOT LIMITED TO, THE AMERICANS WITH DISABILITIES ACT AND ANY RULES AND REGULATIONS PROMULGATED THEREUNDER OR IN CONNECTION THEREWITH, ORLEGAL REQUIREMENT.

Condition of Property. Xxxxxxxxx agrees to accept, and Xxxxxx to deliver, possession of the property subject to the following: NO WARRANTIES/"AS IS, WHERE IS"; "WITH ALL FAULTS". PURCHASER EXPRESSLY ACKNOWLEDGES THAT PURCHASER AND PURCHASER'S AGENTS HAVE MADE, OR WILL HAVE THE OPPORTUNITY, PURSUANT TO THIS AGREEMENT, TO MAKE INDEPENDENT INVESTIGATIONS OF THE PROPERTY, AND HAVE REVIEWED OR WILL REVIEW ALL MATERIALS REGARDING THE CONDITION OF THE PROPERTY WHICH IT DEEMS NECESSARY. SUBJECT TO PURCHASER'S RIGHTS TO TERMINATE THIS AGREEMENT, PURCHASER IS SOLD ON BUYING THE PROPERTY AS AN "AS-IS, WHERE-AS IS" BASIS "WHERE IS" CONDITION. PURCHASER IS OR, AFTER COMPLETION OF SUCH INSPECTION WILL BE, IN ALL RESPECTS, SATISFIED WITH NO WARRANTIES THE PROPERTY, INCLUDING THE PHYSICAL CONDITION THEREOF, AND, EXCEPT AS EXPRESSLY PROVIDED HEREIN, PURCHASER HAS NOT RELIED UPON ANY REPRESENTATION OR REPRESENTATIONS OF WARRANTY MADE BY SELLER IN CONNECTION WITH THE PROPERTY, INCLUDING SPECIFICALLY, WITHOUT LIMITATION, ANY NATURE WARRANTY OR REPRESENTATION AS TO THE CONDITION OF THE PROPERTY AND/TOPOGRAPHY, GRADING, CLIMATE, AIR, FLOOD OR MUDSLIDE HAZARDS, WATER RIGHTS, UTILITIES, PRESENT AND FUTURE ZONING, GOVERNMENTAL ENTITLEMENTS AND RESTRICTIONS, SOIL, SUBSOIL, PAINT OR CONTAMINATION OF SOIL OR WATER, ACCESS TO PUBLIC ROADS OR THE PROPERTY'S PRESENCE OR ABSENCE OF ANY HAZARDOUS MATERIALS. THE FOREGOING AGREEMENT OF PURCHASER SHALL BE EXTENDED TO AND SHALL BE IN FULL FORCE AND EFFECT AS OF THE CLOSING DATE AND SHALL SURVIVE THE CLOSING DATE. PURCHASER HEREBY DISCLAIMS ANY AND ALL WARRANTIES WITH RESPECT TO THE PROPERTY TO BE SOLD PURSUANT HERETO, INCLUDING WITHOUT LIMITATION, WARRANTIES AS TO QUALITY, HABITABILITY, FITNESS, MERCHANTABILITY AND SUITABILITY FOR ANY PARTICULAR PURPOSE. PURCHASER, BY ITS EXECUTION HEREOF, PURCHASER ACKNOWLEDGES THAT (I) SELLER HAS NOT MADE, DOES NOT MAKE AND SPECIFICALLY NEGATES AND DISCLAIMS ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE OF, AS TO, CONCERNING OR WITH RESPECT PURCHASER'S AGREEMENT HEREUNDER TO (A) THE VALUE, NATURE, QUALITY OR CONDITION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, THE WATER, SOIL AND GEOLOGY, (B) THE INCOME TO BE DERIVED FROM THE PROPERTY, (C) THE SUITABILITY OF PURCHASE THE PROPERTY IN ITS "AS IS" "WHERE IS" CONDITION WAS BARGAINED FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER MAY CONDUCT THEREON, (D) IN THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROPERTY, (E) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED INTO THE PROPERTY, (F) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE PROPERTY, (G) THE COMPLIANCE OF OR BY THE PROPERTY OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, INCLUDING, BUT NOT LIMITED TO, THE AMERICANS WITH DISABILITIES ACT AND ANY RULES AND REGULATIONS PROMULGATED THEREUNDER OR IN CONNECTION THEREWITH, ORPURCHASE PRICE.

Condition of Property. THE PROPERTY 3.8.1 “AS IS” CONVEYANCE. LPC WEST SPECIFICALLY ACKNOWLEDGES AND AGREES THAT IT IS SOLD GROUND LEASING EACH PARCEL ON AN "AS-IS, WHERE-IS" “AS IS WITH ALL FAULTS” BASIS WITH NO AND THAT LPC WEST IS NOT RELYING ON ANY REPRESENTATIONS OR WARRANTIES OR REPRESENTATIONS OF ANY NATURE KIND WHATSOEVER, EXPRESS OR IMPLIED, FROM CITY AS TO ANY MATTERS CONCERNING THE PROPERTY, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SET FORTH IN SECTION 7 AND THE RIGHT TO REIMBURSEMENT PURSUANT TO SECTION 3.11 AND THOSE IN THE GROUND LEASE FOR A PARCEL, INCLUDING WITHOUT LIMITATION: (A) THE QUALITY, NATURE, ADEQUACY AND PHYSICAL CONDITION OF THE PROPERTY AND/OR THE PROPERTY'S SUITABILITY FOR ANY PARTICULAR PURPOSE. PURCHASER, BY ITS EXECUTION HEREOF, ACKNOWLEDGES THAT (I) SELLER HAS NOT MADE, DOES NOT MAKE AND SPECIFICALLY NEGATES AND DISCLAIMS ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE OF, AS TO, CONCERNING OR WITH RESPECT TO (A) THE VALUE, NATURE, QUALITY OR CONDITION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, THE TOPOGRAPHY, CLIMATE, AIR, WATER RIGHTS, WATER, SOIL GAS, ELECTRICITY, UTILITY SERVICES, GRADING, DRAINAGE, SEWERS, ACCESS TO PUBLIC ROADS, AND GEOLOGY, RELATED CONDITIONS); (B) THE INCOME TO BE DERIVED FROM THE PROPERTYQUALITY, NATURE, ADEQUACY, AND PHYSICAL CONDITION OF SOILS, GEOLOGY, AND GROUNDWATER; (C) THE SUITABILITY EXISTENCE, QUALITY, NATURE, ADEQUACY, AND PHYSICAL CONDITION OF UTILITIES SERVING THE PROPERTY; (D) THE DEVELOPMENT POTENTIAL OF THE PROPERTY, AND THE PROPERTY'S USE, HABITABILITY, MERCHANTABILITY, OR FITNESS, SUITABILITY, VALUE, OR ADEQUACY OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER MAY CONDUCT THEREON, (D) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROPERTY, PURPOSE; (E) THE MANNER ZONING OR QUALITY OTHER LEGAL STATUS OF THE CONSTRUCTION PROPERTY OR MATERIALS, IF ANY, INCORPORATED INTO ANY OTHER PUBLIC OR PRIVATE RESTRICTIONS ON THE USE OF THE PROPERTY, ; (F) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE PROPERTY, (G) THE COMPLIANCE OF OR BY THE PROPERTY OR ITS OPERATION WITH ANY APPLICABLE CODES, LAWS, RULESREGULATIONS, ORDINANCES OR REGULATIONS STATUTES, ORDINANCES, COVENANTS, CONDITIONS, AND RESTRICTIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODYQUASI- GOVERNMENTAL ENTITY OR OF ANY OTHER PERSON OR ENTITY; (G) THE PRESENCE OR ABSENCE OF HAZARDOUS MATERIALS IN, ON, AT, UNDER, OR ABOUT THE PROPERTY OR THE ADJOINING OR NEIGHBORING PROPERTY; AND (H) THE CONDITION OF TITLE TO THE PROPERTY. LPC WEST AFFIRMS THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF CITY IN THIS AGREEMENT AND THOSE IN THE GROUND LEASE FOR A PARCEL, LPC WEST HAS NOT RELIED ON THE SKILL OR JUDGMENT OF CITY OR ANY OF ITS RESPECTIVE AGENTS, EMPLOYEES, OR CONTRACTORS TO SELECT OR FURNISH THE PROPERTY FOR ANY PARTICULAR PURPOSE, AND THAT CITY MAKES NO WARRANTY THAT THE PROPERTY IS FIT FOR ANY PARTICULAR PURPOSE. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF CITY IN THIS AGREEMENT AND THOSE IN THE GROUND LEASE FOR A PARCEL, LPC WEST ACKNOWLEDGES THAT IT SHALL USE ITS INDEPENDENT JUDGMENT AND MAKE ITS OWN DETERMINATION AS TO THE SCOPE AND BREADTH OF ITS DUE DILIGENCE INVESTIGATION WHICH IT SHALL MAKE RELATIVE TO THE PROPERTY AND SHALL RELY UPON ITS OWN INVESTIGATION OF THE PHYSICAL, ENVIRONMENTAL, ECONOMIC, AND LEGAL CONDITION OF THE PROPERTY (INCLUDING, BUT 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). LPC WEST UNDERTAKES AND ASSUMES ALL 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. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, LPC WEST HEREBY EXPRESSLY WAIVES, RELEASES AND RELINQUISHES ANY AND ALL CLAIMS, CAUSES OF ACTION, RIGHTS AND REMEDIES LPC WEST MAY NOW OR HEREAFTER HAVE AGAINST CITY, ITS EMPLOYEES OR MEMBERS OF ITS CITY COUNCIL, WHETHER KNOWN OR UNKNOWN, UNDER ANY ENVIRONMENTAL LAW(S), OR COMMON LAW, IN EQUITY OR OTHERWISE, WITH RESPECT TO (1) ANY PAST, PRESENT OR FUTURE PRESENCE OR EXISTENCE OF HAZARDOUS MATERIALS ON, UNDER OR ABOUT THE PROPERTY (INCLUDING IN THE GROUNDWATER UNDERLYING THE PROPERTY) OR (2) ANY PAST PRESENT OR FUTURE VIOLATIONS OF ANY ENVIRONMENTAL LAWS; PROVIDED, HOWEVER, THAT THE FOREGOING RELEASE DOES NOT LIMITED APPLY TO, THE AMERICANS WITH DISABILITIES ACT AND SHALL NOT PROHIBIT LPC WEST FROM BRINGING A CLAIM BASED UPON, A BREACH OF ANY RULES AND REGULATIONS PROMULGATED THEREUNDER OR IN CONNECTION THEREWITHOF SECTIONS 3.5.1.3, OR3.5.1.6, 3.5.1.12, 3.11, 7.1.3, 7.1.4, 7.1.6 and 7.1.9.

Condition of Property. PURCHASER ACKNOWLEDGES AND AGREES THAT, EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE PROPERTY IS SOLD ON AN BEING CONVEYED BY SELLER IN "AS-IS" CONDITION, WHERE-IS" BASIS THAT PURCHASER IS FULLY FAMILIAR WITH NO WARRANTIES OR REPRESENTATIONS OF ANY NATURE AS TO THE CONDITION OF THE PROPERTY, AND THAT PURCHASER IS BUYING THE PROPERTY AND/BASED SOLELY ON PURCHASER'S KNOWLEDGE OF THE PROPERTY AND NOT IN RELIANCE ON ANY REPRESENTATION MADE BY SELLER OR THE PROPERTY'S SUITABILITY FOR ANY PARTICULAR PURPOSEEMPLOYEE OR AGENT OF SELLER. PURCHASER, BY ITS EXECUTION HEREOF, ACKNOWLEDGES THAT (I) SELLER HAS NOT MADE, DOES NOT MAKE AND SPECIFICALLY NEGATES AND EXPRESSLY DISCLAIMS ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS REPRESENTATIONS OR GUARANTIES WARRANTIES OF ANY KIND REGARDING THE PROPERTY EXCEPT AS EXPRESSLY SET FORTH HEREIN, INCLUDING, WITHOUT LIMITATION, ANY REPRESENTATIONS OR CHARACTER WHATSOEVERWARRANTIES REGARDING THE PHYSICAL CONDITION OR ENVIRONMENTAL COMPLIANCE OF THE PROPERTY. EXCEPT TO THE EXTENT OF THE REPRESENTATIONS AND WARRANTIES OF SELLER EXPRESSLY SET FORTH IN THIS AGREEMENT, AND UNLESS A THIRD PARTY OR GOVERNMENTAL CLAIM IS MADE AGAINST PURCHASER OR ITS SUCCESSORS OR ASSIGNS, BUT OTHERWISE NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT TO THE CONTRARY, PURCHASER, ON BEHALF OF ITSELF AND ITS SUCCESSORS AND ASSIGNS, WAIVES ITS RIGHT TO RECOVER FROM, AND FOREVER RELEASES AND DISCHARGES, SELLER, SELLER’S AFFILIATES, SELLER’S INVESTMENT MANAGER, IF ANY, THE PARTNERS, TRUSTEES, SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS OF EACH OF THEM, AND THEIR RESPECTIVE HEIRS, SUCCESSORS, PERSONAL REPRESENTATIVES AND ASSIGNS (COLLECTIVELY, THE “SELLER RELATED 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, ATTORNEYS’ FEES AND COSTS), WHETHER EXPRESS DIRECT OR IMPLIEDINDIRECT, ORAL KNOWN OR WRITTENUNKNOWN, PASTFORESEEN OR UNFORESEEN, PRESENT WHICH MAY ARISE ON ACCOUNT OF OR FUTURE OF, AS TO, CONCERNING OR IN ANY WAY BE CONNECTED WITH RESPECT TO (A) THE VALUE, NATURE, QUALITY OR PHYSICAL CONDITION OF THE PROPERTYPROPERTY OR ANY LAW OR REGULATION APPLICABLE THERETO, INCLUDING, WITHOUT LIMITATION, THE WATERCOMPREHENSIVE ENVIRONMENTAL RESPONSE, SOIL COMPENSATION AND GEOLOGYLIABILITY ACT OF 1980, AS AMENDED (B) THE INCOME TO BE DERIVED FROM THE PROPERTY, (C) THE SUITABILITY OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER MAY CONDUCT THEREON, (D) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROPERTY, (E) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED INTO THE PROPERTY, (F) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE PROPERTY, (G) THE COMPLIANCE OF OR BY THE PROPERTY OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, INCLUDING, BUT NOT LIMITED TO42 U.S.C. SECTIONS 9601 ET SEQ.), THE AMERICANS WITH DISABILITIES RESOURCES CONSERVATION AND RECOVERY ACT OF 1976 (42 U.S.C. SECTION 6901 ET SEQ.), THE CLEAN WATER ACT (33 U.S.C. SECTION 466 ET SEQ.), THE SAFE DRINKING WATER ACT (14 U.S.C. SECTIONS 1401-1450), THE HAZARDOUS MATERIALS TRANSPORTATION ACT (49 U.S.C. SECTION 1801 ET SEQ.), AND ANY RULES AND REGULATIONS PROMULGATED THEREUNDER OR IN CONNECTION THEREWITH, ORTHE TOXIC SUBSTANCE CONTROL ACT (15 U.S.C. SECTIONS 2601-2629).

Condition of Property. PURCHASER IS PURCHASING THE PROPERTY IS SOLD ON AN "“AS-IS, WHERE-IS" BASIS WHERE IS AND WITH NO WARRANTIES OR REPRESENTATIONS OF ANY NATURE AS ALL FAULTS” IN ITS PRESENT CONDITION, SUBJECT TO THE CONDITION REASONABLE USE, WEAR, TEAR AND NATURAL DETERIORATION OF THE PROPERTY AND/OR BETWEEN THE PROPERTY'S SUITABILITY EFFECTIVE DATE AND THE CLOSING DATE AND FURTHER AGREES THAT (i) SELLER SHALL NOT BE LIABLE FOR ANY PARTICULAR PURPOSE. PURCHASERLATENT OR PATENT DEFECTS IN THE PROPERTY AND (ii) EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT AND IN ANY SELLER’S DOCUMENTS DELIVERED AT THE CLOSING, BY ITS EXECUTION HEREOFNEITHER SELLER, ACKNOWLEDGES THAT (I) ANY AFFILIATE NOR ANY DIRECT OR INDIRECT AGENT, MEMBER, PARTNER, EMPLOYEE OR REPRESENTATIVE OF SELLER EITHER HAS NOT MADE, DOES NOT MADE OR WILL MAKE AND SPECIFICALLY NEGATES AND DISCLAIMS OR WILL BE ALLEGED TO HAVE MADE ANY VERBAL OR WRITTEN REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS PROMISES OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL REGARDING THE PROPERTY OR WRITTENANY PART THEREOF, PASTOR ANYTHING RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT, PRESENT AND (iii) PURCHASER, IN EXECUTING, DELIVERING AND PERFORMING THIS AGREEMENT, HAS NOT AND DOES NOT RELY UPON ANY STATEMENT, INFORMATION, OR FUTURE OFREPRESENTATION TO WHOMSOEVER MADE OR GIVEN, WHETHER TO PURCHASER OR OTHERS, AND WHETHER DIRECTLY OR INDIRECTLY, VERBALLY OR IN WRITING, MADE BY ANY PERSON, EXCEPT AS TOEXPRESSLY SET FORTH HEREIN. IN ADDITION TO THE FOREGOING, CONCERNING IF PURCHASER FAILS TO TERMINATE PRIOR TO 11:59 P.M. ON THE DUE DILIGENCE DATE, THEN PURCHASER SHALL BE DEEMED TO HAVE REPRESENTED THAT PURCHASER HAS EXAMINED ALL OF THOSE ITEMS SET FORTH IN THE DUE DILIGENCE MATERIALS AND IS FAMILIAR WITH THE PHYSICAL AND ENVIRONMENTAL CONDITION OF THE PROPERTY AND HAS CONDUCTED SUCH INVESTIGATION OF THE AFFAIRS AND CONDITION OF THE PROPERTY AS PURCHASER HAS CONSIDERED APPROPRIATE. AS OF THE EFFECTIVE DATE, PURCHASER SHALL BE DEEMED TO HAVE REPRESENTED THAT (I) EXCEPT AS EXPRESSLY SET FORTH HEREIN AND IN ANY SELLER’S DOCUMENTS DELIVERED AT THE CLOSING, NEITHER SELLER, ANY AFFILIATE OF SELLER NOR ANY DIRECT OR INDIRECT AGENT, MEMBER, PARTNER, EMPLOYEE OR REPRESENTATIVE OF SELLER EITHER HAS MADE OR WILL MAKE OR WILL BE ALLEGED TO HAVE MADE ANY VERBAL OR WRITTEN REPRESENTATIONS, WARRANTIES, PROMISES OR GUARANTIES WHATSOEVER TO PURCHASER, WHETHER EXPRESS OR IMPLIED, AND, IN PARTICULAR, THAT NO SUCH REPRESENTATIONS, WARRANTIES, PROMISES OR GUARANTIES HAVE BEEN MADE OR WILL BE MADE OR WILL BE ALLEGED TO HAVE BEEN MADE WITH RESPECT TO (A) THE VALUEPHYSICAL CONDITION, NATUREENVIRONMENTAL CONDITION OR OPERATION OF THE PROPERTY, THE ACTUAL OR PROJECTED REVENUE AND EXPENSES OF THE PROPERTY, THE ENFORCEABILITY OF ANY THIRD-PARTY AGREEMENT(S), THE ZONING AND OTHER LAWS, REGULATIONS AND RULES APPLICABLE TO THE PROPERTY OR THE COMPLIANCE OF THE PROPERTY THEREWITH, THE QUANTITY, QUALITY OR CONDITION OF THE PROPERTYARTICLES OF PERSONAL PROPERTY AND FIXTURES INCLUDED IN THE TRANSACTIONS CONTEMPLATED HEREBY, THE USE OR OCCUPANCY OF THE PROPERTY OR ANY PART THEREOF OR ANY OTHER MATTER OR THING AFFECTING OR RELATED TO THE PROPERTY OR THE TRANSACTIONS CONTEMPLATED HEREBY, EXCEPT AS, AND SOLELY TO THE EXTENT, HEREIN SPECIFICALLY SET FORTH, (II) EXCEPT AS EXPRESSLY SET FORTH HEREIN AND IN ANY SELLER’S DOCUMENTS DELIVERED AT THE CLOSING, NEITHER SELLER, ANY AFFILIATE OF SELLER NOR ANY DIRECT OR INDIRECT AGENT, MEMBER, PARTNER, EMPLOYEE OR REPRESENTATIVE OF ANY OF THE FOREGOING HAVE MADE OR WILL MAKE ANY VERBAL OR WRITTEN REPRESENTATIONS, WARRANTIES, PROMISES OR GUARANTIES WHATSOEVER TO PURCHASER, WHETHER EXPRESS OR IMPLIED, AND, IN PARTICULAR, THAT NO SUCH REPRESENTATIONS, WARRANTIES, PROMISES OR GUARANTIES HAVE BEEN MADE OR WILL BE MADE WITH RESPECT TO THE TRUTH, ACCURACY OR COMPLETENESS OF ANY MATERIALS, DATA OR OTHER INFORMATION, INCLUDING, WITHOUT LIMITATION, THE WATERCONTENTS OF SELLER’S BOOKS AND RECORDS, SOIL AND GEOLOGYCONTRACTS, (B) THE INCOME ANY PROPERTY CONDITION REPORTS, ENGINEERING REPORTS, PHYSICAL CONDITION SURVEYS, INFORMATIONAL BROCHURE WITH RESPECT TO BE DERIVED FROM THE PROPERTY, RENT ROLLS OR INCOME AND EXPENSE STATEMENTS, WHICH SELLER OR SELLER’S REPRESENTATIVES MAY HAVE DELIVERED, MADE AVAILABLE OR FURNISHED TO PURCHASER AND/OR PURCHASER’S REPRESENTATIVES IN CONNECTION WITH THE PROPERTY AND PURCHASER REPRESENTS, WARRANTS AND AGREES THAT ANY SUCH MATERIALS, DATA AND OTHER INFORMATION DELIVERED, MADE AVAILABLE OR FURNISHED TO PURCHASER AND/OR PURCHASER’S REPRESENTATIVES ARE DELIVERED, MADE AVAILABLE OR FURNISHED TO PURCHASER AS A CONVENIENCE AND ACCOMMODATION ONLY AND EXPRESSLY DISCLAIMS ANY INTENT TO RELY ON ANY SUCH MATERIALS, DATA AND OTHER INFORMATION, (CIII) EXCEPT AS EXPRESSLY SET FORTH HEREIN AND IN ANY SELLER’S DOCUMENTS DELIVERED AT THE SUITABILITY CLOSING, PURCHASER HAS NOT RELIED UPON ANY SUCH REPRESENTATIONS, WARRANTIES, PROMISES OR GUARANTIES OR UPON ANY STATEMENTS MADE IN ANY INFORMATIONAL BROCHURE WITH RESPECT TO THE PROPERTY AND HAS ENTERED INTO THIS AGREEMENT WITH THE EXPRESS INTENTION OF MAKING AND RELYING SOLELY ON ITS OWN INDEPENDENT INVESTIGATION, INSPECTION, ANALYSIS, APPRAISAL, EXAMINATION AND EVALUATION OF THE FACTS AND CIRCUMSTANCES, AND (IV) PURCHASER ACKNOWLEDGES THAT THE PROPERTY MAY NOT BE IN COMPLIANCE WITH THE AMERICANS WITH DISABILITIES ACT OF 1990, AS AMENDED, AND SELLER MAKES NO REPRESENTATIONS WITH RESPECT TO SAME AND WITHOUT LIMITING THE FOREGOING, EXCEPT AS, AND SOLELY TO THE EXTENT, HEREIN SPECIFICALLY SET FORTH, SELLER HAS MADE NO REPRESENTATION OR WARRANTY WHATSOEVER REGARDING HAZARDOUS MATERIALS (AS SUCH TERM IS DEFINED IN SECTION 11.2) OF ANY KIND OR NATURE ON, ABOUT OR WITHIN THE PROPERTY OR THE PHYSICAL CONDITION OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER MAY CONDUCT THEREON, (D) AGREES TO ASSUME THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROPERTY, (E) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED INTO THE PROPERTY, (F) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE PROPERTY, (G) THE COMPLIANCE OF OR BY THE PROPERTY OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODYRISK THAT ADVERSE MATTERS, INCLUDING, BUT NOT LIMITED TO, CONSTRUCTION OR MECHANICAL DEFECTS AND ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS MAY NOT HAVE BEEN (AND/OR MAY NOT BE) REVEALED BY PURCHASER’S INVESTIGATIONS, THE AMERICANS WITH DISABILITIES ACT ENVIRONMENTAL REPORTS, AND/OR THE PROPERTY CONDITION REPORTS. NOTHING IN THIS SECTION 11.1 SHOULD BE CONSTRUED AS LIMITING PURCHASER’S REMEDIES FOLLOWING A BREACH OF SELLER’S REPRESENTATIONS AND ANY RULES AND REGULATIONS PROMULGATED THEREUNDER OR IN CONNECTION THEREWITH, ORWARRANTIES.

Condition of Property. 10.1 — “As-Is” Condition. BUYER HEREBY EXPRESSLY ACKNOWLEDGES AND AGREES THAT BUYER WILL HAVE, AS OF CLOSING, THOROUGHLY INSPECTED AND EXAMINED THE STATUS OF TITLE TO THE PROPERTY IS SOLD ON AN "AS-IS, WHERE-IS" BASIS WITH NO WARRANTIES OR REPRESENTATIONS OF ANY NATURE AS TO AND THE PHYSICAL CONDITION OF THE PROPERTY TO THE EXTENT DEEMED NECESSARY BY BUYER IN ORDER TO ENABLE BUYER TO EVALUATE THE PURCHASE OF THE PROPERTY. BUYER HEREBY FURTHER ACKNOWLEDGES AND AGREES THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS AGREEMENT, BUYER IS RELYING SOLELY UPON THE INSPECTION, EXAMINATION, AND EVALUATION OF THE PHYSICAL CONDITION OF THE PROPERTY BY BUYER AND THAT BUYER IS PURCHASING, AND AT CLOSING WILL ACCEPT, THE PROPERTY ON AN “AS IS,” “WHERE IS” AND “WITH ALL FAULTS” BASIS, WITHOUT REPRESENTATIONS, WARRANTIES AND/OR THE PROPERTY'S SUITABILITY FOR ANY PARTICULAR PURPOSE. PURCHASER, BY ITS EXECUTION HEREOF, ACKNOWLEDGES THAT (I) SELLER HAS NOT MADE, DOES NOT MAKE AND SPECIFICALLY NEGATES AND DISCLAIMS ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS EXPRESS OR GUARANTIES IMPLIED, OF ANY KIND OR CHARACTER WHATSOEVERNATURE; EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS AGREEMENT. BUYER ACKNOWLEDGES THAT SELLER HAS MADE NO AGREEMENT TO ALTER, WHETHER EXPRESS REPAIR OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE OF, AS TO, CONCERNING OR WITH RESPECT TO (A) THE VALUE, NATURE, QUALITY OR CONDITION OF IMPROVE THE PROPERTY. Except as specifically set forth in this Agreement, INCLUDINGBuyer acknowledges and agrees that it has not (and shall not) rely upon any statement and/or information from whomsoever made or given (including, WITHOUT LIMITATIONbut not limited to, THE WATERany broker, SOIL AND GEOLOGYattorney, agent, employee or other person representing or purporting to represent Seller) directly or indirectly, verbally or in writing, and Seller is not and shall not be liable or bound by any such statement and/or information. Except as specifically set forth in this Agreement, Seller specifically disclaims any representation, warranty or guaranty with respect to the Property, express or implied, including, but not limited to, any representation or warranty as to the Property’ condition, fitness for a particular purpose, quality, freedom from defects or contamination (B) THE INCOME TO BE DERIVED FROM THE PROPERTYwhether or not detectable by inspection), (C) THE SUITABILITY OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER MAY CONDUCT THEREON, (D) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROPERTY, (E) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED INTO THE PROPERTY, (F) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE PROPERTY, (G) THE COMPLIANCE OF OR BY THE PROPERTY OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, INCLUDING, BUT NOT LIMITED TO, THE AMERICANS WITH DISABILITIES ACT AND ANY RULES AND REGULATIONS PROMULGATED THEREUNDER OR IN CONNECTION THEREWITH, ORcompliance with zoning or other legal requirements or as to the availability or existence of any utility or other governmental or private services or as to the amount of taxes assessed to the Sites.

Condition of Property. BUYER ACKNOWLEDGES AND AGREES THAT, EXCEPT FOR ANY REPRESENTATIONS OR WARRANTIES PROVIDED IN THIS AGREEMENT, IT IS PURCHASING THE PROPERTY IS SOLD ON IN AN "AS-AS IS, WHERE-WHERE IS" BASIS WITH NO WARRANTIES CONDITION, WITHOUT RELYING UPON ANY REPRESENTATIONS OR REPRESENTATIONS WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, OF ANY NATURE AS KIND, HEREBY WAIVING AND RELINQUISHING ALL CLAIMS WITH RESPECT TO ANY IMPLIED WARRANTIES. WITHOUT LIMITING THE CONDITION OF THE PROPERTY AND/OR THE PROPERTY'S SUITABILITY FOR ANY PARTICULAR PURPOSE. PURCHASERABOVE, BY ITS EXECUTION HEREOF, BUYER ACKNOWLEDGES THAT (I) NEITHER SELLER, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR IN THE DEED, NOR ANY OTHER PARTY THAT IS AN AGENT, EMPLOYEE OR CONTRACTOR OF SELLER HAS NOT MADE, DOES NOT MAKE AND SPECIFICALLY NEGATES AND DISCLAIMS MADE ANY REPRESENTATIONS, REPRESENTATIONS OR WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL ON WHICH BUYER IS RELYING AS TO ANY MATTERS, DIRECTLY OR WRITTEN, PAST, PRESENT OR FUTURE OF, AS TOINDIRECTLY, CONCERNING OR WITH RESPECT TO (A) THE VALUE, NATURE, QUALITY OR CONDITION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, THE WATER, SOIL AND GEOLOGY, (B) THE INCOME TO BE DERIVED FROM THE PROPERTY, (C) THE SUITABILITY OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER MAY CONDUCT THEREON, (D) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROPERTY, (E) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED INTO THE PROPERTY, (F) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE PROPERTY, (G) THE COMPLIANCE OF OR BY THE PROPERTY OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, INCLUDING, BUT NOT LIMITED TO, THE AMERICANS WITH DISABILITIES ACT AND ANY LAND, THE SQUARE FOOTAGE OF THE PROPERTY, IMPROVEMENTS, DEVELOPMENT RIGHTS, TAXES, ASSESSMENTS, BONDS, PERMISSIBLE USES, TITLE EXCEPTIONS, WATER OR WATER RIGHTS, TOPOGRAPHY, UTILITIES, ZONING OF THE PROPERTY, SOIL, SUBSOIL, THE PURPOSES FOR WHICH THE PROPERTY IS TO BE USED, DRAINAGE, ENVIRONMENTAL OR BUILDING LAWS, RULES AND REGULATIONS PROMULGATED THEREUNDER REGULATIONS, TOXIC WASTE OR IN CONNECTION THEREWITH, ORHAZARDOUS MATERIALS OR ANY OTHER MATTERS AFFECTING OR RELATING TO THE PROPERTY. BUYER HEREBY EXPRESSLY ACKNOWLEDGES THAT NO SUCH REPRESENTATIONS HAVE BEEN MADE.

Condition of Property. THE PROPERTY IS SOLD ON AN "AS-ISEXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, WHERE-IS" BASIS WITH NO WARRANTIES OR REPRESENTATIONS OF ANY NATURE AS TO THE CONDITION OF THE PROPERTY AND/OR THE PROPERTY'S SUITABILITY FOR ANY PARTICULAR PURPOSE. PURCHASER, BY ITS EXECUTION HEREOF, BUYER ACKNOWLEDGES AND AGREES THAT (I) SELLER HAS NOT MADE, DOES NOT MAKE AND SPECIFICALLY NEGATES AND DISCLAIMS ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO (A) THE VALUE, NATURE, QUALITY OR CONDITION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, THE WATER, SOIL AND GEOLOGY, (B) THE INCOME TO BE DERIVED FROM THE PROPERTY, (C) THE SUITABILITY OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER BUYER OR ANY TENANT MAY CONDUCT THEREON, (D) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROPERTY, (E) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED INTO THE PROPERTY, (F) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE PROPERTY, (G) THE COMPLIANCE OF OR BY THE PROPERTY OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROPERTY, (F) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED INTO THE PROPERTY, (G) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE PROPERTY, OR (H) COMPLIANCE WITH ANY ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS, INCLUDING THE EXISTENCE IN OR ON THE PROPERTY OF HAZARDOUS MATERIALS OR (I) ANY OTHER MATTER WITH RESPECT TO THE PROPERTY. BUYER HEREBY WAIVES ANY RIGHT TO MAKE ANY CLAIM BASED ON ANY OF THE FOREGOING, INCLUDING, BUT WITHOUT LIMITATION, ANY RIGHT TO MAKE ANY CLAIM AGAINST SELLER BASED ON THE VIOLATION OF ANY ENVIRONMENTAL LAWS. NO PERSON ACTING ON BEHALF OF SELLER IS AUTHORIZED TO MAKE, AND BY EXECUTION HEREOF OF BUYER ACKNOWLEDGES THAT, EXCEPT AS CONTAINED HEREIN OR INCORPORATED HEREIN BY REFERENCE, NO PERSON HAS MADE, ANY REPRESENTATION, AGREEMENT, STATEMENT, WARRANTY, GUARANTY OR PROMISE REGARDING THE PROPERTY OR THE TRANSACTION CONTEMPLATED HEREIN; AND NO SUCH REPRESENTATION, WARRANTY, AGREEMENT, GUARANTY, STATEMENT OR PROMISE IF ANY, MADE BY ANY PERSON ACTING ON BEHALF OF SELLER SHALL BE VALID OR BINDING UPON SELLER UNLESS EXPRESSLY SET FORTH HEREIN. BUYER FURTHER ACKNOWLEDGES AND AGREES THAT HAVING BEEN GIVEN THE OPPORTUNITY TO INSPECT THE PROPERTY, BUYER IS RELYING SOLELY ON ITS OWN INVESTIGATION OF THE PROPERTY AND NOT LIMITED TOON ANY INFORMATION PROVIDED OR TO BE PROVIDED BY SELLER EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT. BUYER FURTHER ACKNOWLEDGES AND AGREES THAT ANY INFORMATION PROVIDED OR TO BE PROVIDED WITH RESPECT TO THE PROPERTY WAS OBTAINED FROM A VARIETY OF SOURCES AND THAT SELLER HAS NOT MADE ANY INDEPENDENT INVESTIGATION OR VERIFICATION OF SUCH INFORMATION AND MAKES NO REPRESENTATIONS AS TO THE ACCURACY, TRUTHFULNESS OR COMPLETENESS OF SUCH INFORMATION EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, BUYER FURTHER ACKNOWLEDGES AND AGREES THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE AMERICANS SALE OF THE PROPERTY AS PROVIDED FOR HEREIN IS MADE ON AN “AS IS” CONDITION AND BASIS WITH DISABILITIES ACT ALL FAULTS. IT IS UNDERSTOOD AND AGREED THAT THE PURCHASE PRICE HAS BEEN ADJUSTED BY PRIOR NEGOTIATION TO REFLECT THAT THE PROPERTY IS SOLD BY SELLER AND PURCHASED BY BUYER SUBJECT TO THE FOREGOING. THE PROVISIONS OF THIS SUBSECTION SHALL SURVIVE THE CLOSING OR ANY RULES AND REGULATIONS PROMULGATED THEREUNDER OR IN CONNECTION THEREWITH, ORTERMINATION HEREOF.

Condition of Property. (a) "AS IS" PURCHASE. THE DEVELOPER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT THE CITY IS SELLING AND THE DEVELOPER IS BUYING THE PROPERTY IS SOLD ON AN "AS-IS, WHERE-ISAS IS WITH ALL FAULTS" BASIS WITH NO AND THAT THE DEVELOPER IS NOT RELYING ON ANY REPRESENTATIONS OR WARRANTIES OR REPRESENTATIONS OF ANY NATURE KIND WHATSOEVER, EXPRESS (EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT) OR IMPLIED, FROM THE CITY AS TO ANY MATTERS CONCERNING THE PROPERTY, INCLUDING WITHOUT LIMITATION: (A) THE QUALITY, NATURE, ADEQUACY AND PHYSICAL CONDITION OF THE PROPERTY AND/OR THE PROPERTY'S SUITABILITY FOR ANY PARTICULAR PURPOSE. PURCHASER, BY ITS EXECUTION HEREOF, ACKNOWLEDGES THAT (I) SELLER HAS NOT MADE, DOES NOT MAKE AND SPECIFICALLY NEGATES AND DISCLAIMS ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE OF, AS TO, CONCERNING OR WITH RESPECT TO (A) THE VALUE, NATURE, QUALITY OR CONDITION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, THE TOPOGRAPHY, CLIMATE, AIR, WATER RIGHTS, WATER, SOIL GAS, ELECTRICITY, UTILITY SERVICES, GRADING, DRAINAGE, SEWERS, ACCESS TO PUBLIC ROADS AND GEOLOGY, RELATED CONDITIONS); (B) THE INCOME TO BE DERIVED FROM THE PROPERTYQUALITY, NATURE, ADEQUACY, AND PHYSICAL CONDITION OF SOILS, GEOLOGY AND GROUNDWATER, (C) THE SUITABILITY EXISTENCE, QUALITY, NATURE, ADEQUACY AND PHYSICAL CONDITION OF UTILITIES SERVING THE PROPERTY, (D) THE DEVELOPMENT POTENTIAL OF THE PROPERTY, AND THE PROPERTY'S USE, HABITABILITY, MERCHANTABILITY, OR FITNESS, SUITABILITY, VALUE OR ADEQUACY OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER MAY CONDUCT THEREON, (D) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROPERTYPURPOSE, (E) THE MANNER ZONING OR QUALITY OTHER LEGAL STATUS OF THE CONSTRUCTION PROPERTY OR MATERIALS, IF ANY, INCORPORATED INTO ANY OTHER PUBLIC OR PRIVATE RESTRICTIONS ON THE USE OF THE PROPERTY, (F) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE PROPERTY, (G) THE COMPLIANCE OF OR BY THE PROPERTY OR ITS OPERATION WITH ANY APPLICABLE CODES, LAWS, RULESREGULATIONS, ORDINANCES OR REGULATIONS STATUTES, ORDINANCES, COVENANTS, CONDITIONS AND RESTRICTIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODYQUASI- GOVERNMENTAL ENTITY OR OF ANY OTHER PERSON OR ENTITY, (G) THE PRESENCE OR ABSENCE OF HAZARDOUS MATERIALS ON, UNDER OR ABOUT THE PROPERTY OR THE ADJOINING OR NEIGHBORING PROPERTY, AND (H) THE CONDITION OF TITLE TO THE PROPERTY. THE DEVELOPER AFFIRMS THAT THE DEVELOPER HAS NOT RELIED ON THE SKILL OR JUDGMENT OF THE CITY OR ANY OF ITS RESPECTIVE AGENTS, EMPLOYEES OR CONTRACTORS TO SELECT OR FURNISH THE PROPERTY FOR ANY PARTICULAR PURPOSE, AND THAT THE CITY MAKES NO WARRANTY THAT THE PROPERTY IS FIT FOR ANY PARTICULAR PURPOSE. THE DEVELOPER ACKNOWLEDGES THAT IT SHALL USE ITS INDEPENDENT JUDGMENT AND MAKE ITS OWN DETERMINATION AS TO THE SCOPE AND BREADTH OF ITS DUE DILIGENCE INVESTIGATION WHICH IT SHALL MAKE RELATIVE TO THE PROPERTY AND SHALL RELY UPON ITS OWN INVESTIGATION OF THE PHYSICAL, ENVIRONMENTAL, ECONOMIC AND LEGAL CONDITION OF THE PROPERTY (INCLUDING, BUT NOT LIMITED TOWITHOUT LIMITATION, WHETHER THE AMERICANS 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). THE DEVELOPER UNDERTAKES AND ASSUMES ALL RISKS ASSOCIATED WITH DISABILITIES ACT AND ALL MATTERS PERTAINING TO THE PROPERTY'S LOCATION IN ANY RULES AND REGULATIONS PROMULGATED THEREUNDER AREA DESIGNATED AS A SPECIAL FLOOD HAZARD AREA, DAM FAILURE INUNDATION AREA, EARTHQUAKE FAULT ZONE, SEISMIC HAZARD ZONE, HIGH FIRE SEVERITY AREA OR IN CONNECTION THEREWITHWILDLAND FIRE AREA, ORBY ANY FEDERAL, STATE OR LOCAL AGENCY.

Condition of Property. Purchaser acknowledges that prior to Closing, Purchaser will have independently and personally inspected the Property and that Purchaser has entered into this Agreement based upon its ability to make such examination and inspection. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT TO THE CONTRARY, PURCHASER, ACKNOWLEDGES THAT PURCHASER IS PURCHASING THE PROPERTY IS SOLD ON AN "IN “AS-IS, WHERE-IS" BASIS ” CONDITION “WITH NO WARRANTIES OR REPRESENTATIONS OF ANY NATURE ALL FAULTS” AS TO THE CONDITION OF THE PROPERTY AND/OR THE PROPERTY'S SUITABILITY FOR ANY PARTICULAR PURPOSE. PURCHASER, BY ITS EXECUTION HEREOF, ACKNOWLEDGES THAT (I) SELLER HAS NOT MADE, DOES NOT MAKE CLOSING AND SPECIFICALLY NEGATES AND DISCLAIMS EXPRESSLY WITHOUT ANY REPRESENTATIONS, WARRANTIES, PROMISESREPRESENTATIONS OR GUARANTEES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EITHER EXPRESS OR IMPLIED, ORAL FROM ANY OF SELLER AS TO, AND PURCHASER, ON BEHALF OF ITSELF AND ITS SUCCESSORS AND ASSIGNS, INCLUDING WITHOUT LIMITATION, ANY SUBSEQUENT OWNER OF THE PROPERTY OR WRITTENANY PORTION THEREOF, PASTWAIVES ALL CLAIMS AGAINST AND RIGHT TO RECOVER FROM, RELEASES AND AGREES TO INDEMNIFY, DEFEND AND HOLD HARMLESS SELLER FROM ANY AND ALL PRESENT OR FUTURE OFDEMANDS, AS CLAIMS, LEGAL OR ADMINISTRATIVE PROCEEDINGS, LOSSES, LIABILITIES, DAMAGES, PENALTIES, FINES, LIENS, JUDGMENTS, COSTS OR EXPENSES, KNOWN OR UNKNOWN, FORESEEN OR UNFORESEEN, ARISING FROM OR RELATING TO, CONCERNING OR WITH RESPECT TO : (AI) THE VALUEPROPERTY’S CONDITION, NATUREFITNESS FOR ANY PARTICULAR PURPOSES, QUALITY SUITABILITY, OR MERCHANTABILITY, (II) THE STRUCTURAL INTEGRITY OF AND/OR ANY DEFECTS IN THE IMPROVEMENTS OR THE PROPERTY, (III) THE ACCURACY OR COMPLETENESS OF ANY OF THE INFORMATION, DATA, MATERIALS OR CONCLUSIONS CONTAINED IN ANY INFORMATION PROVIDED PURCHASER, (IV) THE FAILURE OF THE PROPERTY TO COMPLY WITH ANY LAWS APPLICABLE TO THE PROPERTY, (V) ANY ENVIRONMENTAL CONDITION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, THE WATERPRESENCE OR ALLEGED PRESENCE OF ASBESTOS, SOIL RADON OR ANY HAZARDOUS MATERIALS OR HARMFUL OR TOXIC SUBSTANCES IN, ON, UNDER OR ABOUT THE PROPERTY, INCLUDING WITHOUT LIMITATION ANY CLAIMS UNDER OR ON ACCOUNT OF (A) THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION AND GEOLOGYLIABILITY ACT OF 1980, AS THE SAME MAY HAVE BEEN OR MAY BE AMENDED FROM TIME TO TIME, AND SIMILAR STATE STATUTES, AND ANY REGULATIONS PROMULGATED THEREUNDER, (B) THE INCOME TO BE DERIVED FROM THE PROPERTYANY OTHER FEDERAL, STATE OR LOCAL LAW, ORDINANCE, RULE OR REGULATION, NOW OR HEREAFTER IN EFFECT, THAT DEALS WITH OR OTHERWISE IN ANY MANNER RELATES TO, ENVIRONMENTAL MATTERS OF ANY KIND, (C) THE SUITABILITY OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER MAY CONDUCT THEREONTHIS AGREEMENT, OR (D) THE HABITABILITYCOMMON LAW, MERCHANTABILITYOR (VI) ANY OTHER WARRANTY OF ANY KIND, MARKETABILITYNATURE, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE TYPE WHATSOEVER. PURCHASER SHALL, AT ITS SOLE COST AND EXPENSE, CONDUCT AND RELY EXCLUSIVELY UPON ITS OWN INDEPENDENT INVESTIGATION IN THE EVALUATION OF THE PROPERTY. IF PURCHASER ACQUIRES THE PROPERTY, (E) PURCHASER ASSUMES ALL RISKS RELATING IN ANY MANNER TO THE MANNER PROPERTY OR QUALITY OF THE CONSTRUCTION OR MATERIALSANY DEFECTS THEREIN, IF ANY, INCORPORATED INTO THE PROPERTY, (F) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE PROPERTY, (G) THE COMPLIANCE OF OR BY THE PROPERTY OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY TYPE OR BODYNATURE WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, AND SHALL BE SOLELY AND COMPLETELY RESPONSIBLE FOR THE AMERICANS WITH DISABILITIES ACT PAYMENT OF ALL COSTS AND ANY RULES AND REGULATIONS PROMULGATED THEREUNDER OR EXPENSES IN CONNECTION THEREWITH. The provisions of this paragraph shall survive any termination of or Closing under this Agreement, ORand, at Seller’s option, shall be set forth in a separate agreement to be executed and delivered by Seller and Purchaser at Closing.

Condition of Property. Purchaser acknowledges that (i) Manager is an affiliate of Purchaser and Purchaser is knowledgeable about the Purchased Assets, (ii) Purchaser will have a reasonable opportunity to inspect and investigate the Property, the other Purchased Assets and all matters relating thereto, including, without limitation, all of the physical, environmental and operational aspects of the Purchased Assets, either independently or through agents and experts of Purchaser’s choosing and (iii) Purchaser will acquire the Purchased Assets based upon Purchaser’s own knowledge, investigation and inspection. SELLER AND PURCHASER AGREE THAT, EXCEPT AS EXPRESSLY PROVIDED FOR IN THIS AGREEMENT, THE PROPERTY IS SOLD PURCHASED ASSETS SHALL BE SOLD, AND PURCHASER SHALL ACCEPT THE PURCHASED ASSETS, ON AN "AS-THE CLOSING DATE “AS IS”, WHERE-“WHERE IS" BASIS ”, “WITH ALL FAULTS” WITH NO WARRANTIES RIGHT OF SET-OFF OR REPRESENTATIONS REDUCTION IN THE PURCHASE PRICE, AND THAT, EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, SUCH SALE SHALL BE WITHOUT REPRESENTATION OR WARRANTY OF ANY NATURE AS TO THE CONDITION OF THE PROPERTY AND/OR THE PROPERTY'S SUITABILITY FOR ANY PARTICULAR PURPOSE. PURCHASER, BY ITS EXECUTION HEREOF, ACKNOWLEDGES THAT (I) SELLER HAS NOT MADE, DOES NOT MAKE AND SPECIFICALLY NEGATES AND DISCLAIMS ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVERKIND, WHETHER EXPRESS OR EXPRESS, IMPLIED, ORAL STATUTORY OR WRITTEN, PAST, PRESENT OR FUTURE OF, AS TO, CONCERNING OR WITH RESPECT TO (A) THE VALUE, NATURE, QUALITY OR CONDITION OF THE PROPERTYOTHERWISE, INCLUDING, WITHOUT LIMITATION, THE WATERWARRANTY OF INCOME POTENTIAL, SOIL AND GEOLOGYOPERATING EXPENSES, (B) THE INCOME TO BE DERIVED FROM THE PROPERTYUSES, (C) THE SUITABILITY OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER MAY CONDUCT THEREON, (D) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE PURPOSE, AND SELLER DOES HEREBY DISCLAIM AND RENOUNCE ANY SUCH REPRESENTATION OR WARRANTY, EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT. PURCHASER SPECIFICALLY ACKNOWLEDGES THAT, EXCEPT AS PROVIDED FOR IN THIS AGREEMENT, PURCHASER IS NOT RELYING AND SHALL NOT RELY ON ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, FROM SELLER AS TO ANY MATTERS CONCERNING THE PURCHASED ASSETS, INCLUDING WITHOUT LIMITATION: (A) THE CONDITION OR SAFETY OF THE PROPERTY, (E) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED INTO THE PROPERTY, (F) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE PROPERTY, (G) THE COMPLIANCE OF OR BY THE PROPERTY OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODYPURCHASED ASSETS, INCLUDING, BUT NOT LIMITED TO, PLUMBING, SEWER, HEATING AND ELECTRICAL SYSTEMS, ROOFING, AIR CONDITIONING, FOUNDATIONS, SOILS AND GEOLOGY INCLUDING HAZARDOUS SUBSTANCES, LOT SIZE, OR SUITABILITY OF THE PROPERTY FOR A PARTICULAR PURPOSE; (B) THE HISTORICAL OR PROJECTED REVENUES, EXPENSES, OCCUPANCY RATES, ROOM RATES, PROFITABILITY OR OTHER FINANCIAL STATISTICS OF THE PURCHASED ASSETS; (C) THE LIVABILITY OR SUITABILITY FOR OCCUPANCY OF ANY STRUCTURE AND THE QUALITY OF ITS CONSTRUCTION; (D) THE FITNESS OF ANY PERSONAL PROPERTY; OR (E) WHETHER THE IMPROVEMENTS ARE STRUCTURALLY SOUND, IN GOOD CONDITION, OR IN COMPLIANCE WITH APPLICABLE CITY, COUNTY, STATE OR FEDERAL STATUTES, CODES OR ORDINANCES (INCLUDING, WITHOUT LIMITATION, THE AMERICANS WITH DISABILITIES ACT OR ANY SIMILAR STATE OR LOCAL LAW). PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT, EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, SELLER SHALL BE UNDER NO DUTY TO MAKE ANY RULES AFFIRMATIVE DISCLOSURE REGARDING ANY MATTER WHICH MAY BE KNOWN TO SELLER, ITS OFFICERS, DIRECTORS, CONTRACTORS, AGENTS OR EMPLOYEES, AND REGULATIONS PROMULGATED THEREUNDER THAT PURCHASER IS RELYING SOLELY UPON ITS OWN INSPECTION OF THE PROPERTY AND NOT UPON ANY REPRESENTATIONS MADE TO IT BY ANY PERSON WHOMSOEVER. ANY REPORTS, REPAIRS OR WORK REQUIRED BY PURCHASER ARE TO BE THE SOLE RESPONSIBILITY OF PURCHASER. PURCHASER AGREES THAT THERE IS NO OBLIGATION ON THE PART OF SELLER PURSUANT TO THIS AGREEMENT TO MAKE OR TO PAY FOR ANY CHANGES, ALTERATIONS, OR REPAIRS TO THE PROPERTY PRIOR TO OR AFTER THE CLOSING. PURCHASER AGREES AND ACKNOWLEDGES THAT PURCHASER’S OBLIGATIONS HEREUNDER SHALL REMAIN IN CONNECTION THEREWITHFULL FORCE AND EFFECT WITH PURCHASER HAVING NO RIGHT TO DELAY THE CLOSING OR TERMINATE THIS AGREEMENT, OREXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, REGARDLESS OF ANY FACTS OR INFORMATION LEARNED BY PURCHASER AFTER THE EFFECTIVE DATE. Seller’s Initials: Purchaser’s Initials:

Condition of Property. PURCHASER IS PURCHASING THE PROPERTY IS SOLD ON AN "“AS-IS, WHERE-IS" BASIS WHERE IS AND WITH NO WARRANTIES OR REPRESENTATIONS OF ANY NATURE AS ALL FAULTS” IN ITS PRESENT CONDITION, SUBJECT TO THE CONDITION REASONABLE USE, WEAR, TEAR AND NATURAL DETERIORATION OF THE PROPERTY AND/OR BETWEEN THE PROPERTY'S SUITABILITY EFFECTIVE DATE AND THE CLOSING DATE AND FURTHER AGREES THAT (i) SELLER SHALL NOT BE LIABLE FOR ANY PARTICULAR PURPOSE. PURCHASERLATENT OR PATENT DEFECTS IN THE PROPERTY AND (ii) EXCEPT AS EXPRESSLY SET FORTH HEREIN AND IN ANY OTHER SELLER’S DOCUMENT DELIVERED TO PURCHASER AT THE CLOSING (INCLUDING THE DEEDS AND THE LEASES), BY ITS EXECUTION HEREOFNEITHER SELLER, ACKNOWLEDGES THAT ANY AFFILIATE NOR ANY DIRECT OR INDIRECT AGENT, MEMBER, PARTNER, EMPLOYEE OR REPRESENTATIVE OF SELLER (IEXCEPT, AS TO GUARANTOR, THOSE MADE IN THE GUARANTIES) SELLER EITHER HAS NOT MADE, DOES NOT MAKE AND SPECIFICALLY NEGATES AND DISCLAIMS MADE OR WILL BE ALLEGED TO HAVE MADE ANY VERBAL OR WRITTEN REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS PROMISES OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL REGARDING THE PROPERTY OR WRITTENANY PART THEREOF, PASTOR ANYTHING RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT, PRESENT AND (iii) PURCHASER, IN EXECUTING, DELIVERING AND PERFORMING THIS AGREEMENT, HAS NOT AND DOES NOT RELY UPON ANY STATEMENT, INFORMATION, OR FUTURE OFREPRESENTATION TO WHOMSOEVER MADE OR GIVEN, WHETHER TO PURCHASER OR OTHERS, AND WHETHER DIRECTLY OR INDIRECTLY, VERBALLY OR IN WRITING, MADE BY ANY PERSON, EXCEPT AS EXPRESSLY SET FORTH HEREIN, IN ANY OTHER SELLER’S DOCUMENT DELIVERED TO PURCHASER AT THE CLOSING OR IN ANY GUARANTY. IN ADDITION TO THE FOREGOING, IF PURCHASER FAILS TO TERMINATE PRIOR TO 5:00 P.M. ON THE DUE DILIGENCE DATE, THEN PURCHASER SHALL BE DEEMED TO HAVE REPRESENTED THAT PURCHASER IS FAMILIAR WITH THE PHYSICAL AND ENVIRONMENTAL CONDITION OF THE PROPERTY AND HAS CONDUCTED SUCH INVESTIGATION OF THE AFFAIRS AND CONDITION OF THE PROPERTY AS PURCHASER HAS CONSIDERED APPROPRIATE. AS OF THE EFFECTIVE DATE, PURCHASER SHALL BE DEEMED TO HAVE REPRESENTED THAT (I) EXCEPT AS EXPRESSLY SET FORTH HEREIN AND IN ANY OTHER SELLER’S DOCUMENT DELIVERED TO PURCHASER AT THE CLOSING (INCLUDING THE DEEDS AND THE LEASES), NEITHER SELLER, ANY AFFILIATE OF SELLER (EXCEPT, AS TOTO GUARANTOR, CONCERNING THOSE MADE IN THE GUARANTIES) NOR ANY DIRECT OR INDIRECT AGENT, MEMBER, PARTNER, EMPLOYEE OR REPRESENTATIVE OF SELLER EITHER HAS MADE OR WILL BE ALLEGED TO HAVE MADE ANY VERBAL OR WRITTEN REPRESENTATIONS, WARRANTIES, PROMISES OR GUARANTIES WHATSOEVER TO PURCHASER, WHETHER EXPRESS OR IMPLIED, AND, IN PARTICULAR, THAT NO SUCH REPRESENTATIONS, WARRANTIES, PROMISES OR GUARANTIES HAVE BEEN MADE OR WILL BE ALLEGED TO HAVE BEEN MADE WITH RESPECT TO (A) THE VALUEPHYSICAL CONDITION, NATUREENVIRONMENTAL CONDITION OR OPERATION OF THE PROPERTY, THE ACTUAL OR PROJECTED REVENUE AND EXPENSES OF THE PROPERTY, THE ENFORCEABILITY OF ANY THIRD-PARTY AGREEMENT(S), THE ZONING AND OTHER LAWS, REGULATIONS AND RULES APPLICABLE TO THE PROPERTY OR THE COMPLIANCE OF THE PROPERTY THEREWITH, THE QUANTITY, QUALITY OR CONDITION OF THE PROPERTYARTICLES OF PERSONAL PROPERTY AND FIXTURES INCLUDED IN THE TRANSACTIONS CONTEMPLATED HEREBY, THE USE OR OCCUPANCY OF THE PROPERTY OR ANY PART THEREOF OR ANY OTHER MATTER OR THING AFFECTING OR RELATED TO THE PROPERTY OR THE TRANSACTIONS CONTEMPLATED HEREBY, EXCEPT AS, AND SOLELY TO THE EXTENT, HEREIN OR THEREIN SPECIFICALLY SET FORTH, (II) EXCEPT AS EXPRESSLY SET FORTH HEREIN AND IN ANY SELLER’S DOCUMENT DELIVERED TO PURCHASER AT THE CLOSING (INCLUDING THE DEEDS AND THE LEASES), NEITHER SELLER, ANY AFFILIATE OF SELLER (EXCEPT, AS TO GUARANTOR, THOSE MADE IN THE GUARANTIES) NOR ANY DIRECT OR INDIRECT AGENT, MEMBER, PARTNER, EMPLOYEE OR REPRESENTATIVE OF ANY OF THE FOREGOING HAVE MADE ANY VERBAL OR WRITTEN REPRESENTATIONS, WARRANTIES, PROMISES OR GUARANTIES WHATSOEVER TO PURCHASER, WHETHER EXPRESS OR IMPLIED, AND, IN PARTICULAR, THAT NO SUCH REPRESENTATIONS, WARRANTIES, PROMISES OR GUARANTIES HAVE BEEN MADE WITH RESPECT TO THE TRUTH, ACCURACY OR COMPLETENESS OF ANY MATERIALS, DATA OR OTHER INFORMATION, INCLUDING, WITHOUT LIMITATION, THE WATERCONTENTS OF SELLER’S BOOKS AND RECORDS, SOIL AND GEOLOGYCONTRACTS, (B) THE INCOME ANY PROPERTY CONDITION REPORTS, ENGINEERING REPORTS, PHYSICAL CONDITION SURVEYS, INFORMATIONAL BROCHURE WITH RESPECT TO BE DERIVED FROM THE PROPERTY, RENT ROLLS OR INCOME AND EXPENSE STATEMENTS, WHICH SELLER OR SELLER’S REPRESENTATIVES MAY HAVE DELIVERED, MADE AVAILABLE OR FURNISHED TO PURCHASER AND/OR PURCHASER’S REPRESENTATIVES IN CONNECTION WITH THE PROPERTY AND PURCHASER ACKNOWLEDGES AND AGREES THAT ANY SUCH MATERIALS, DATA AND OTHER INFORMATION DELIVERED, MADE AVAILABLE OR FURNISHED TO PURCHASER AND/OR PURCHASER’S REPRESENTATIVES ARE DELIVERED, MADE AVAILABLE OR FURNISHED TO PURCHASER AS A CONVENIENCE AND ACCOMMODATION ONLY AND EXPRESSLY DISCLAIMS ANY INTENT TO RELY ON ANY SUCH MATERIALS, DATA AND OTHER INFORMATION, (CIII) EXCEPT AS EXPRESSLY SET FORTH HEREIN AND IN ANY SELLER’S DOCUMENT DELIVERED TO PURCHASER AT THE SUITABILITY CLOSING (INCLUDING THE DEEDS AND LEASES), PURCHASER HAS NOT RELIED UPON ANY SUCH REPRESENTATIONS, WARRANTIES, PROMISES OR GUARANTIES OR UPON ANY STATEMENTS MADE IN ANY INFORMATIONAL BROCHURE WITH RESPECT TO THE PROPERTY AND HAS ENTERED INTO THIS AGREEMENT WITH THE EXPRESS INTENTION OF MAKING AND RELYING SOLELY ON ITS OWN INDEPENDENT INVESTIGATION, INSPECTION, ANALYSIS, APPRAISAL, EXAMINATION AND EVALUATION OF THE FACTS AND CIRCUMSTANCES (INCLUDING, WITHOUT LIMITATION, ANY REPORTS PREPARED BY THIRD PARTIES AND UPON WHICH PURCHASER IS PERMITTED TO RELY), AND (IV) PURCHASER ACKNOWLEDGES THAT THE PROPERTY MAY NOT BE IN COMPLIANCE WITH THE AMERICANS WITH DISABILITIES ACT OF 1990, AS AMENDED, AND, EXCEPT AS SET FORTH HEREIN AND IN ANY SELLER’S DOCUMENT DELIVERED TO PURCHASER AT THE CLOSING (INCLUDING THE DEEDS AND THE LEASES) SELLER MAKES NO REPRESENTATIONS WITH RESPECT TO SAME AND WITHOUT LIMITING THE FOREGOING, EXCEPT AS, AND SOLELY TO THE EXTENT, HEREIN SPECIFICALLY SET FORTH, SELLER HAS MADE NO REPRESENTATION OR WARRANTY WHATSOEVER REGARDING HAZARDOUS MATERIALS (AS SUCH TERM IS DEFINED IN SECTION 11.2) OF ANY KIND OR NATURE ON, ABOUT OR WITHIN THE PROPERTY OR THE PHYSICAL CONDITION OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER MAY CONDUCT THEREON, (D) AGREES TO ASSUME THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROPERTY, (E) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED INTO THE PROPERTY, (F) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE PROPERTY, (G) THE COMPLIANCE OF OR BY THE PROPERTY OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODYRISK THAT ADVERSE MATTERS, INCLUDING, BUT NOT LIMITED TO, CONSTRUCTION OR MECHANICAL DEFECTS AND ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS MAY NOT HAVE BEEN (AND/OR MAY NOT BE) REVEALED BY PURCHASER’S INVESTIGATIONS, THE AMERICANS WITH DISABILITIES ACT ENVIRONMENTAL REPORTS, AND/OR THE PROPERTY CONDITION REPORTS. NOTHINGIN THIS SECTION 11.1 SHALL BE DEEMED AN INDEMNITY OF SELLER BY PURCHASER, AND PURCHASER DOES NOT AGREE TO INDEMNIFY THE SELLER, AGAINST ANY RULES AND REGULATIONS PROMULGATED THEREUNDER OR IN CONNECTION THEREWITH, OROF THE FOREGOING MATTERS.

Condition of Property. THE PURCHASER UNDERSTANDS THAT THE SELLER ACQUIRED THE PROPERTY IS SOLD ON AN "ASBY FORECLOSURE, DEED-ISIN-LIEU OF FORECLOSURE, WHERE-IS" BASIS WITH FORFEITURE, TAX SALE, OR SIMILAR PROCESS AND CONSEQUENTLY, THE SELLER HAS LITTLE OR NO WARRANTIES OR REPRESENTATIONS OF ANY NATURE AS TO DIRECT KNOWLEDGE CONCERNING THE CONDITION OF THE PROPERTY. AS A MATERIAL PART OF THE CONSIDERATION TO BE RECEIVED BY THE SELLER UNDER THIS AGREEMENT AS NEGOTIATED AND AGREED TO BY THE PURCHASER AND THE SELLER, THE PURCHASER ACKNOWLEDGES AND AGREES TO ACCEPT THE PROPERTY AND/IN "AS IS" CONDITION AT THE TIME OF CLOSING, INCLUDING, WITHOUT LIMITATION, ANY DEFECTS OR ENVIRONMENTAL CONDITIONS AFFECTING THE PROPERTY'S SUITABILITY FOR ANY PARTICULAR PURPOSE, WHETHER KNOWN OR UNKNOWN, WHETHER SUCH DEFECTS OR CONDITIONS WERE DISCOVERABLE THROUGH INSPECTION OR NOT. PURCHASER, BY ITS EXECUTION HEREOF, THE PURCHASER ACKNOWLEDGES THAT (I) THE SELLER, ITS AGENTS AND REPRESENTATIVES HAVE NOT MADE AND THE SELLER HAS NOT MADE, DOES NOT MAKE AND SPECIFICALLY NEGATES AND DISCLAIMS ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND GUARANTEES, IMPLIED OR CHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIEDEXPRESS, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE OF, AS WRITTEN IN RESPECT TO, CONCERNING OR WITH RESPECT TO : (A) THE VALUEPHYSICAL CONDITION OR ANY OTHER ASPECT OF THE PROPERTY INCLUDING THE STRUCTURAL INTEGRITY OR THE QUALITY OR CHARACTER OF MATERIALS USED IN CONSTRUCTION OF ANY IMPROVEMENTS (E.G. DRYWALL, NATUREASBESTOS, LEAD PAINT, UREA FORMALDEHYDE FOAM INSULATION), AVAILABILITY AND QUANTITY OR QUALITY OF WATER, STABILITY OF THE SOIL, SUSCEPTIBILITY TO LANDSLIDE OR FLOODING, SUFFICIENCY OF DRAINAGE, WATER LEAKS,WATER DAMAGE, MOLD OR ANY OTHER MATTER AFFECTING THE STABILITY, INTEGRITY, OR CONDITION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, THE WATER, SOIL AND GEOLOGY, PROPERTY OR IMPROVEMENTS; (B) THE INCOME TO BE DERIVED FROM THE PROPERTY, (C) THE SUITABILITY CONFORMITY OF THE PROPERTY FOR OR THE IMPROVEMENTS TO ANY AND ALL ACTIVITIES AND USES ZONING, LAND USE OR BUILDING CODE REQUIREMENTS OR COMPLIANCE WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY FEDERAL, STATE OR LOCAL GOVERNMENTAL AUTHORITY, OR THE GRANTING OF ANY REQUIRED PERMITS OR APPROVALS, IF ANY, OF ANY GOVERNMENTAL BODIES WHICH PURCHASER MAY CONDUCT THEREONHAD JURISDICTION OVER THE CONSTRUCTION OF THE ORIGINAL STRUCTURE, ANY IMPROVEMENTS AND/OR ANY REMODELING OF THE STRUCTURE; AND (DC) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROPERTYPROPERTY OR IMPROVEMENTS INCLUDING REDHIBITORY VICES AND DEFECTS, (E) THE MANNER APPARENT, NON APPARENT OR QUALITY OF THE CONSTRUCTION LATENT, WHICH NOW EXIST OR MATERIALSWHICH MAY HEREAFTER EXIST AND WHICH, IF ANYKNOWN TO THE PURCHASER, INCORPORATED INTO WOULD CAUSE THE PURCHASER TO REFUSE TO PURCHASE THE PROPERTY. Mold, mildew, spores and/or other microscopic organisms and/or allergens (Fcollectively referred to in this Agreement as “Mold”) THE MANNERare environmental conditions that are common in residential properties and may affect the Property. Mold, QUALITYin some forms, STATE OF REPAIR OR LACK OF REPAIR OF THE PROPERTYhas been reported to be toxic and to cause serious physical injuries, (G) THE COMPLIANCE OF OR BY THE PROPERTY OR ITS OPERATION WITH ANY LAWSincluding but not limited to, RULESallergic and/or respiratory reactions or other problems, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODYparticularly in persons with immune system problems, INCLUDINGyoung children and/or elderly persons. Mold has also been reported to cause extensive damage to personal and real property. Mold may have been removed or covered in the course of any cleaning or repairing of the Property. The Purchaser acknowledges that, BUT NOT LIMITED TOif Seller, THE AMERICANS WITH DISABILITIES ACT AND ANY RULES AND REGULATIONS PROMULGATED THEREUNDER OR IN CONNECTION THEREWITHor any of Seller’s employees, ORcontractors, or agents cleaned or repaired the Property or remediated Mold contamination, that Seller does not in any way warrant the cleaning, repairs or remediation. Purchaser accepts full responsibility for all hazards that may result from the presence of Mold in or around the Property. The Purchaser is satisfied with the condition of the Property notwithstanding the past or present existence of Mold in or around the Property and Purchaser has not, in any way, relied upon any representations of Seller, Seller’s employees, officers, directors, contractors, or agents concerning the past or present existence of Mold in or around the property. The closing of this sale shall constitute acknowledgement by the Purchaser that Purchaser had the opportunity to retain an independent, qualified professional to inspect the Property and that the condition of the Property is acceptable to the Purchaser. The Purchaser agrees that the Seller shall have no liability for any claims or losses the Purchaser or the Purchaser's successors or assigns may incur as a result of construction or other defects which may now or hereafter exist with respect to the Property.

Condition of Property. THE PROPERTY IS SOLD ON AN The Property is sold on an "ASAs-ISIs, WHEREWhere-ISIs" BASIS WITH NO WARRANTIES OR REPRESENTATIONS OF ANY NATURE AS TO THE CONDITION OF THE PROPERTY AND/OR THE PROPERTY'S SUITABILITY FOR ANY PARTICULAR PURPOSEbasis with no warranties or representations of any nature as to the condition of the Property and/or the Property's suitability for any particular purpose. PURCHASER, BY ITS EXECUTION HEREOF, ACKNOWLEDGES THAT (Ii) SELLER HAS NOT MADE, DOES NOT MAKE AND SPECIFICALLY NEGATES AND DISCLAIMS ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE OF, AS TO, CONCERNING OR WITH RESPECT TO (A) THE VALUE, NATURE, QUALITY OR CONDITION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, THE WATER, SOIL AND GEOLOGY, (B) THE INCOME TO BE DERIVED FROM THE PROPERTY, (C) THE SUITABILITY OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER MAY CONDUCT THEREON, (D) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROPERTY, (E) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED INTO THE PROPERTY, (F) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE PROPERTY, (G) THE COMPLIANCE OF OR BY THE PROPERTY OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, INCLUDING, BUT NOT LIMITED TObut not limited to, THE AMERICANS WITH DISABILITIES ACT AND ANY RULES AND REGULATIONS PROMULGATED THEREUNDER OR IN CONNECTION THEREWITH, OROR (H) ANY OTHER MATTER WITH RESPECT TO THE PROPERTY, AND SPECIFICALLY, THAT SELLER HAS NOT MADE, DOES NOT MAKE AND SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS REGARDING COMPLIANCE WITH ANY ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS, INCLUDING THE DISPOSAL OR EXISTENCE, IN OR ON THE PROPERTY, OF ANY HAZARDOUS MATERIALS AS DEFINED BY THE COMPREHENSIVE ENVIRONMENTAL RESPONSE COMPENSATION AND LIABILITY ACT OF 1980, AS AMENDED, AND OTHER APPLICABLE STATE LAWS, AND REGULATIONS PROMULGATED THEREUNDER, INCLUDING, but not limited to, SOLID WASTE AS DEFINED BY THE U.S. ENVIRONMENTAL PROTECTION AGENCY REGULATIONS AT 40 C.F.R., PART 261. PURCHASER FURTHER ACKNOWLEDGES AND AGREES AS A MATERIAL INDUCEMENT TO THE EXECUTION AND DELIVERY OF THIS AGREEMENT THAT PURCHASER HAS FULLY INSPECTED THE PROPERTY AND THAT THE CONVEYANCE AND DELIVERY OF THE PROPERTY CONTEMPLATED BY THIS AGREEMENT IS "AS IS" AND "WHERE IS" WITH ALL FAULTS; AND (iii) NO WARRANTY HAS ARISEN THROUGH TRADE, CUSTOM OR COURSE OF DEALING WITH PURCHASER. PURCHASER REPRESENTS THAT PURCHASER HAS MADE, OR DOES HEREBY WAIVE further INSPECTIONS OF THE PROPERTY TO DETERMINE ITS VALUE AND CONDITION DEEMED NECESSARY OR APPROPRIATE BY PURCHASER, INCLUDING, but not limited to, INSPECTIONS FOR THE PRESENCE OF ASBESTOS, PESTICIDE RESIDUES AND/OR OTHER TOXIC OR POTENTIALLY TOXIC SUBSTANCES AND/OR INVESTIGATIONS TO DETERMINE WHETHER ANY PORTION OF THE PROPERTY LIES WITHIN ANY FLOOD HAZARD AREA AS DETERMINED BY THE U.S. ARMY CORPS OF ENGINEERS OR OTHER APPLICABLE AUTHORITY. PURCHASER'S INSPECTION OF THE PROPERTY, OR WAIVER THEREOF, SHALL RELIEVE SELLER OF ANY LIABILITY TO PURCHASER AS A RESULT OF ANY ENVIRONMENTAL HAZARD ON OR TO THE PROPERTY AND PURCHASER SHALL ACCEPT ALL LIABILITY THEREFORE AS BETWEEN PURCHASER AND SELLER, AND SHALL INDEMNIFY AND HOLD HARMLESS SELLER FROM AND AGAINST ANY CLAIMS, LIABILITIES, DEMANDS OR ACTIONS INCIDENT TO, RESULTING FROM OR IN ANY WAY ARISING OUT OF SUCH DISCOVERY. SUCH INDEMNITY SHALL SURVIVE ANY TERMINATION OF THE AGREEMENT AND SHALL SURVIVE CLOSING AND NOT BE MERGED THEREIN.

Condition of Property. 12.1. "AS-IS" Sale. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT AND WITHOUT LIMITING THE WARRANTIES CONTAINED IN THE DEED DELIVERED AT CLOSING, PURCHASER ACKNOWLEDGES AND AGREES THAT PURCHASER IS PURCHASING THE PROPERTY IS SOLD ON IN AN "AS-IS" CONDITION "WITH ALL FAULTS" KNOWN AND UNKNOWN, WHERE-IS" BASIS WITH NO WARRANTIES AND WITHOUT ANY WARRANTIES, REPRESENTATIONS OR REPRESENTATIONS GUARANTEES, EITHER EXPRESSED OR IMPLIED, OF ANY NATURE AS WHATSOEVER FROM OR ON BEHALF OF SELLER, INCLUDING WITHOUT LIMITATION, THOSE OF FITNESS FOR A PARTICULAR PURPOSE AND USE. PURCHASER HEREBY WAIVES ANY AND ALL CLAIMS WHICH THE PURCHASER HAS OR MAY HAVE AGAINST THE SELLER WITH RESPECT TO THE CONDITION OF THE PROPERTY AND/EXCEPT AS OTHERWISE PROVIDED HEREIN OR IN THE PROPERTY'S SUITABILITY FOR ANY PARTICULAR PURPOSEDEED DELIVERED AT CLOSING. PURCHASER, BY ITS EXECUTION HEREOF, ACKNOWLEDGES THAT (I) SELLER HAS NOT MADE, DOES NOT MAKE AND SPECIFICALLY NEGATES AND DISCLAIMS ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE OF, AS TO, CONCERNING OR WITH RESPECT TO (A) THE VALUE, NATURE, QUALITY OR CONDITION WAIVER OF THE PROPERTYINSPECTION PERIOD CONTINGENCY SHALL, INCLUDING, EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT AND WITHOUT LIMITATION, LIMITING THE WATER, SOIL AND GEOLOGY, (B) WARRANTIES CONTAINED IN THE INCOME DEED DELIVERED AT CLOSING CONSTITUTE PURCHASER'S ACKNOWLEDGMENT TO BE DERIVED FROM THE PROPERTY, (C) THE SUITABILITY OF SELLER THAT PURCHASER HAS FULLY INSPECTED THE PROPERTY FOR ANY AND PURCHASER ASSUMES THE RESPONSIBILITY AND RISKS OF ALL ACTIVITIES DEFECTS AND USES WHICH PURCHASER MAY CONDUCT THEREONCONDITIONS, (D) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROPERTY, (E) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALSINCLUDING SUCH DEFECTS AND CONDITIONS, IF ANY, INCORPORATED INTO THE PROPERTY, (F) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE PROPERTY, (G) THE COMPLIANCE OF OR THAT CANNOT BE OBSERVED BY THE PROPERTY OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, INCLUDING, BUT NOT LIMITED TO, THE AMERICANS WITH DISABILITIES ACT CASUAL INSPECTION. SELLER AND ANY RULES AND REGULATIONS PROMULGATED THEREUNDER OR IN CONNECTION THEREWITH, ORPURCHASER ACKNOWLEDGE THAT THIS DISCLAIMER HAS BEEN SPECIFICALLY NEGOTIATED.

Condition of Property. 7.1“As-Is” Condition. BUYER HEREBY EXPRESSLY ACKNOWLEDGES AND AGREES THAT BUYER WILL HAVE, AS OF CLOSING, THOROUGHLY INSPECTED AND EXAMINED THE STATUS OF TITLE TO THE PROPERTY IS SOLD ON AN "AS-IS, WHERE-IS" BASIS WITH NO WARRANTIES OR REPRESENTATIONS OF ANY NATURE AS TO AND THE PHYSICAL CONDITION OF THE PROPERTY AND/OR TO THE EXTENT DEEMED NECESSARY BY BUYER IN ORDER TO ENABLE BUYER TO EVALUATE THE PURCHASE OF THE PROPERTY'S SUITABILITY . BUYER HEREBY FURTHER ACKNOWLEDGES AND AGREES THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SET FORTH IN, AND SUBJECT TO THE LIMITATIONS OF, SECTIONS 9.1 AND 11 OF THIS AGREEMENT AND ANY PARTICULAR PURPOSE. PURCHASERCLOSING DOCUMENTS EXECUTED BY SELLER AND DELIVERED AT CLOSING (COLLECTIVELY, THE “CLOSING DOCUMENTS“), BUYER IS RELYING SOLELY UPON THE INSPECTION, EXAMINATION, AND EVALUATION OF THE PHYSICAL CONDITION OF THE PROPERTY BY ITS EXECUTION HEREOF, ACKNOWLEDGES THAT (I) SELLER BUYER AND HAS NOT MADERELIED UPON THE DUE DILIGENCE MATERIALS OR ANY INFORMATION PROVIDED BY, DOES NOT MAKE AND SPECIFICALLY NEGATES AND DISCLAIMS OR ANY WRITTEN OR ORAL REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS WARRANTIES OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVERSTATEMENTS, WHETHER EXPRESS OR IMPLIED, ORAL MADE BY SELLER, OR WRITTENANY PARTNER OF SELLER, PASTOR ANY AFFILIATE, PRESENT AGENT, EMPLOYEE, OR FUTURE OF, AS TO, CONCERNING OTHER REPRESENTATIVE OF ANY OF THE FOREGOING OR BY ANY BROKER OR ANY OTHER PERSON REPRESENTING OR PURPORTING TO REPRESENT SELLER WITH RESPECT TO (A) THE VALUEPROPERTY, NATURE, QUALITY OR THE CONDITION OF THE PROPERTYPROPERTY OR ANY OTHER MATTER AFFECTING OR RELATING TO THE TRANSACTIONS CONTEMPLATED HEREBY. BUYER IS PURCHASING, INCLUDINGAND AT CLOSING WILL ACCEPT, THE PROPERTY ON AN “AS IS,” “WHERE IS” AND “WITH ALL FAULTS” BASIS, WITHOUT LIMITATIONREPRESENTATIONS, THE WATERWARRANTIES AND/OR COVENANTS, SOIL AND GEOLOGYEXPRESS OR IMPLIED, (B) THE INCOME TO BE DERIVED FROM THE PROPERTY, (C) THE SUITABILITY OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER MAY CONDUCT THEREON, (D) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROPERTY, (E) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED INTO THE PROPERTY, (F) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE PROPERTY, (G) THE COMPLIANCE OF OR BY THE PROPERTY OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY KIND OR BODYNATURE EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SET FORTH IN, INCLUDINGAND SUBJECT TO THE LIMITATIONS OF, BUT NOT LIMITED TO, SECTIONS 9.1 AND 11 OF THIS AGREEMENT AND THE AMERICANS WITH DISABILITIES ACT AND ANY RULES AND REGULATIONS PROMULGATED THEREUNDER OR IN CONNECTION THEREWITH, ORCLOSING NAI-1510716910v10 ​

Condition of Property. THE PURCHASER UNDERSTANDS THAT THE SELLER ACQUIRED THE PROPERTY IS SOLD ON AN BY FORECLOS URE, DEED-IN-LIEU OF FORECLOSURE, FORFEITURE, TAX SALE, RIGHT OF EMINENT DOMAIN OR SIMILAR PROCESS AND CONSEQUENTLY, THE SELLER HAS LITTLE OR NO DIRECT KNOWLEDGE CONCERNING THE CONDITIO N OF THE PROPERTY. AS A MATERIAL PART OF THE CONSIDERATION TO BE RECEIVED BY THE SELLER UNDER THIS AGREEMENT AS NEGOTIATED AND AGREED TO BY THE PURCHASER AND THE SELLER, THE PURCHASER ACKNOWLEDGES AND AGREES TO ACCEPT THE PROPERTY IN "AS-IS, WHERE-AS IS" BASIS WITH NO WARRANTIES CONDITION AT THE TIME OF CLOSING, INCLUDING, WITHOUT LIMITATION, ANY HIDDEN DEFECTS OR REPRESENTATIONS OF ANY NATURE AS TO THE CONDITION OF THE PROPERTY AND/OR ENVIRONMENTAL CONDITIONS AFFECTING THE PROPERTY'S SUITABILITY FOR ANY PARTICULAR PURPOSE, WHETHER KNOWN OR UNKNOWN WHETHER SUCH DEFECTS OR CONDITIONS WERE DISCOVERABLE THROUGH INSPECTION OR NOT. PURCHASER, BY ITS EXECUTION HEREOF, THE PURCHASER ACKNOWLEDGES THAT (I) THE SELLER, ITS AGENTS AND REPRESENTATIVES HAVE NOT MADE AND THE SELLER HAS NOT MADE, DOES NOT MAKE AND SPECIFICALLY NEGATES AND DISCLAIMS ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND GUARANTEES, IMPLIED OR CHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIEDEXPRESS, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE OF, AS WRITTEN IN RESPECT TO, CONCERNING OR WITH RESPECT TO (A) THE VALUE, NATURE, QUALITY OR CONDITION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, THE WATER, SOIL AND GEOLOGY, (B) THE INCOME TO BE DERIVED FROM THE PROPERTY, (C) THE SUITABILITY OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER MAY CONDUCT THEREON, (D) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROPERTY, (E) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED INTO THE PROPERTY, (F) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE PROPERTY, (G) THE COMPLIANCE OF OR BY THE PROPERTY OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, INCLUDING, BUT NOT LIMITED TO, THE AMERICANS WITH DISABILITIES ACT AND ANY RULES AND REGULATIONS PROMULGATED THEREUNDER OR IN CONNECTION THEREWITH, OR:

Condition of Property. 7.1 “As-Is” Condition. XXXXX HEREBY EXPRESSLY ACKNOWLEDGES AND AGREES THAT BUYER WILL HAVE, AS OF CLOSING, THOROUGHLY INSPECTED AND EXAMINED THE PROPERTY IS SOLD ON AN "AS-IS, WHERE-IS" BASIS WITH NO WARRANTIES OR REPRESENTATIONS STATUS OF ANY NATURE AS TITLE TO THE PROPERTIES AND THE PHYSICAL CONDITION OF THE PROPERTY AND/OR PROPERTIES TO THE PROPERTY'S SUITABILITY EXTENT DEEMED NECESSARY BY BUYER IN ORDER TO ENABLE BUYER TO EVALUATE THE PURCHASE OF THE PROPERTIES. BUYER HEREBY FURTHER ACKNOWLEDGES AND AGREES THAT, EXCEPT FOR ANY PARTICULAR PURPOSE. PURCHASERTHE REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS AGREEMENT, BUYER IS RELYING SOLELY UPON THE INSPECTION, EXAMINATION, AND EVALUATION OF THE PHYSICAL CONDITION OF THE PROPERTIES BY ITS EXECUTION HEREOF, ACKNOWLEDGES THAT (I) SELLER BUYER AND HAS NOT MADE, DOES NOT MAKE AND SPECIFICALLY NEGATES AND DISCLAIMS RELIED UPON ANY WRITTEN OR ORAL REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS WARRANTIES OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVERSTATEMENTS, WHETHER EXPRESS OR IMPLIED, ORAL MADE BY SELLERS, OR WRITTENANY PARTNER OF SELLERS, PASTOR ANY AFFILIATE, PRESENT AGENT, EMPLOYEE, OR FUTURE OF, AS TO, CONCERNING OTHER REPRESENTATIVE OF ANY OF THE FOREGOING OR BY ANY BROKER OR ANY OTHER PERSON REPRESENTING OR PURPORTING TO REPRESENT SELLERS WITH RESPECT TO (A) THE VALUEPROPERTIES, NATURE, QUALITY OR THE CONDITION OF THE PROPERTYPROPERTIES OR ANY OTHER MATTER AFFECTING OR RELATING TO THE TRANSACTIONS CONTEMPLATED HEREBY. BUYER IS PURCHASING, AND AT CLOSING WILL ACCEPT, THE PROPERTIES ON AN “AS IS,” “WHERE IS” AND “WITH ALL FAULTS” BASIS, WITHOUT REPRESENTATIONS, WARRANTIES AND/OR COVENANTS, EXPRESS OR IMPLIED, OF ANY KIND OR NATURE; EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS AGREEMENT. BUYER ACKNOWLEDGES THAT SELLERS HAVE MADE NO AGREEMENT TO ALTER, REPAIR OR IMPROVE THE PROPERTIES EXCEPT FOR THE REQUIREMENTS OF THE TANASBOURNE WORK AND THE KENWOOD WORK. AS USED IN THE PRIOR PARAGRAPH, THE TERM “CONDITION OF THE PROPERTIES” MEANS THE FOLLOWING MATTERS: (I) THE QUALITY, NATURE AND ADEQUACY OF THE PHYSICAL CONDITION OF THE PROPERTIES, INCLUDING, WITHOUT LIMITATION, THE QUALITY OF THE DESIGN, LABOR AND MATERIALS USED TO CONSTRUCT THE IMPROVEMENTS INCLUDED IN THE PROPERTIES; THE CONDITION OF STRUCTURAL ELEMENTS, FOUNDATIONS, ROOFS, GLASS, MECHANICAL, PLUMBING, ELECTRICAL, HVAC, SEWAGE, AND UTILITY COMPONENTS AND SYSTEMS; THE CAPACITY OR AVAILABILITY OF SEWER, WATER, SOIL AND OR OTHER UTILITIES; THE GEOLOGY, FLORA, FAUNA, SOILS, SUBSURFACE CONDITIONS, GROUNDWATER, LANDSCAPING, AND IRRIGATION OF OR WITH RESPECT TO THE PROPERTIES; THE LOCATION OF THE PROPERTIES IN OR NEAR ANY SPECIAL TAXING DISTRICT, FLOOD HAZARD ZONE, WETLANDS AREA, PROTECTED HABITAT, GEOLOGICAL FAULT OR SUBSIDENCE ZONE, HAZARDOUS WASTE DISPOSAL OR CLEAN-UP SITE, OR OTHER SPECIAL AREA; THE EXISTENCE, LOCATION, OR CONDITION OF INGRESS, EGRESS, ACCESS, AND PARKING; THE CONDITION OF THE PERSONAL PROPERTY AND ANY FIXTURES; AND THE PRESENCE OF ANY ASBESTOS OR OTHER HAZARDOUS MATERIALS, DANGEROUS, OR TOXIC SUBSTANCE, MATERIAL OR WASTE IN, ON, UNDER OR ABOUT THE PROPERTIES AND THE IMPROVEMENTS LOCATED THEREON; AND (II) THE COMPLIANCE OR NON-COMPLIANCE OF SELLERS OR THE OPERATION OF THE PROPERTIES OR ANY PART THEREOF IN ACCORDANCE WITH, AND THE CONTENTS OF: (A) ALL CODES, LAWS, ORDINANCES, REGULATIONS, AGREEMENTS, LICENSES, PERMITS, APPROVALS AND APPLICATIONS OF OR WITH ANY GOVERNMENTAL AUTHORITIES ASSERTING JURISDICTION OVER THE PROPERTIES, INCLUDING, WITHOUT LIMITATION, THOSE RELATING TO ZONING, BUILDING, PUBLIC WORKS, PARKING, FIRE AND POLICE ACCESS, HANDICAP ACCESS, LIFE SAFETY, SUBDIVISION AND SUBDIVISION SALES, AND HAZARDOUS MATERIALS, DANGEROUS, AND TOXIC SUBSTANCES, MATERIALS, CONDITIONS OR WASTE, INCLUDING, WITHOUT LIMITATION, THE PRESENCE OF HAZARDOUS MATERIALS IN, ON, UNDER OR ABOUT THE PROPERTIES THAT WOULD CAUSE STATE OR FEDERAL AGENCIES TO ORDER A CLEAN UP OF THE PROPERTIES UNDER ANY APPLICABLE LEGAL REQUIREMENTS; AND (B) ALL AGREEMENTS, COVENANTS, CONDITIONS, RESTRICTIONS (PUBLIC OR PRIVATE), CONDOMINIUM PLANS, DEVELOPMENT AGREEMENTS, SITE PLANS, BUILDING PERMITS, BUILDING RULES, AND OTHER INSTRUMENTS AND DOCUMENTS GOVERNING OR AFFECTING THE INCOME TO BE DERIVED FROM THE PROPERTYUSE, (C) THE SUITABILITY MANAGEMENT, AND OPERATION OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER MAY CONDUCT THEREONPROPERTIES. Except as specifically set forth in this Agreement, Xxxxx acknowledges and agrees that it has not (Dand shall not) THE HABITABILITYrely upon any statement and/or information from whomsoever made or given (including, MERCHANTABILITYbut not limited to, MARKETABILITYany broker, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROPERTYattorney, agent, employee or other person representing or purporting to represent Sellers) directly or indirectly, verbally or in writing, and Sellers are not and shall not be liable or bound by any such statement and/or information. Except as specifically set forth in this Agreement, Sellers specifically disclaim any representation, warranty or guaranty with respect to the Properties, express or implied, including, but not limited to, any representation or warranty as to any Property’s condition, fitness for a particular purpose, quality, freedom from defects or contamination (E) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALSwhether or not detectable by inspection), IF ANY, INCORPORATED INTO THE PROPERTY, (F) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE PROPERTY, (G) THE COMPLIANCE OF OR BY THE PROPERTY OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, INCLUDING, BUT NOT LIMITED TO, THE AMERICANS WITH DISABILITIES ACT AND ANY RULES AND REGULATIONS PROMULGATED THEREUNDER OR IN CONNECTION THEREWITH, ORcompliance with zoning or other legal requirements or as to the availability or existence of any utility or other governmental or private services or as to the amount of taxes assessed to any Property.

Condition of Property. THE PROPERTY EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, IT IS SOLD ON AN "AS-IS, WHERE-IS" BASIS WITH NO UNDERSTOOD AND AGREED THAT SUCCESSOR AGENCY IS NOT MAKING AND HAS NOT AT ANY TIME MADE ANY WARRANTIES OR REPRESENTATIONS OF ANY NATURE KIND OR CHARACTER, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROPERTY. CITY ACKNOWLEDGES AND AGREES THAT UPON THE CLOSING DATE SUCCESSOR AGENCY SHALL SELL AND CONVEY THE PROPERTY TO CITY “IN ITS THEN EXISTING CONDITION AS IS, WHERE IS, WITH ALL FAULTS,” EXCEPT TO THE EXTENT EXPRESSLY PROVIDED OTHERWISE IN THIS AGREEMENT, CITY HAS NOT RELIED AND WILL NOT RELY ON, AND SUCCESSOR AGENCY IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PROPERTY OR RELATING THERETO MADE OR FURNISHED BY SUCCESSOR AGENCY OR ANY AGENT PURPORTING TO REPRESENT SUCCESSOR AGENCY, UNLESS SPECIFICALLY SET FORTH IN THIS AGREEMENT. CITY REPRESENTS TO SUCCESSOR AGENCY THAT CITY HAS CONDUCTED, OR WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS OF THE PROPERTY, INCLUDING BUT NOT LIMITED TO, THE PHYSICAL AND ENVIRONMENTAL CONDITIONS THEREOF, AS CITY DEEMS NECESSARY OR DESIRABLE TO SATISFY ITSELF AS TO THE CONDITION OF THE PROPERTY AND/AND THE EXISTENCE OR THE PROPERTY'S SUITABILITY FOR ANY PARTICULAR PURPOSE. PURCHASER, BY ITS EXECUTION HEREOF, ACKNOWLEDGES THAT (I) SELLER HAS NOT MADE, DOES NOT MAKE AND SPECIFICALLY NEGATES AND DISCLAIMS ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS NONEXISTENCE OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE OF, AS TO, CONCERNING OR CURATIVE ACTION TO BE TAKEN WITH RESPECT TO (A) THE VALUE, NATURE, QUALITY ANY HAZARDOUS MATERIALS ON OR CONDITION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, THE WATER, SOIL AND GEOLOGY, (B) THE INCOME TO BE DERIVED DISCHARGED FROM THE PROPERTY, (C) THE SUITABILITY AND WILL RELY SOLELY UPON SAME AND NOT UPON ANY INFORMATION PROVIDED BY OR ON BEHALF OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER MAY CONDUCT THEREON, (D) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROPERTY, (E) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED INTO THE PROPERTY, (F) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE PROPERTY, (G) THE COMPLIANCE OF OR BY THE PROPERTY SUCCESSOR AGENCY OR ITS OPERATION WITH ANY LAWSAGENTS, RULESOTHER THAN SUCH REPRESENTATIONS AND WARRANTIES OF SUCCESSOR AGENCY AS ARE EXPRESSLY SET FORTH IN THIS AGREEMENT. UPON CLOSING, ORDINANCES OR REGULATIONS SUBJECT TO SUCH REPRESENTATIONS AND WARRANTIES OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODYSUCCESSOR AGENCY AS ARE EXPRESSLY SET FORTH IN THIS AGREEMENT, INCLUDINGCITY SHALL ASSUME THE RISK THAT ADVERSE MATTERS, INCLUDING BUT NOT LIMITED TO, THE AMERICANS WITH DISABILITIES ACT ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS, MAY NOT HAVE BEEN REVEALED BY CITY'S INVESTIGATIONS, AND CITY, UPON CLOSING, SHALL BE DEEMED TO HAVE WAIVED, RELINQUISHED AND RELEASED SUCCESSOR AGENCY (AND SUCCESSOR AGENCY'S OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES AND AGENTS) FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION (INCLUDING CAUSES OF ACTION IN TORT), LOSSES, DAMAGES, LIABILITIES, COSTS AND EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES) OF ANY AND EVERY KIND OR CHARACTER, KNOWN OR UNKNOWN, WHICH CITY MIGHT HAVE ASSERTED OR ALLEGED AGAINST SUCCESSOR AGENCY (AND SUCCESSOR AGENCY'S OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES AND AGENTS) AT ANY TIME BY REASON OF OR ARISING OUT OF ANY LATENT OR PATENT CONSTRUCTION DEFECTS OR PHYSICAL CONDITIONS, VIOLATIONS OF ANY APPLICABLE LAWS AND ANY RULES AND REGULATIONS PROMULGATED THEREUNDER ALL OTHER ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR MATTERS REGARDING THE PROPERTY EXISTING AT OR OCCURRING PRIOR TO CLOSING. IN CONNECTION THEREWITH, ORCITY EXPRESSLY WAIVES ALL RIGHTS UNDER CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES THAT: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR; THE COVENANTS SET FORTH IN THIS SECTION SHALL SURVIVE CLOSE OF ESCROW AND DELIVERY OF THE GRANT DEED. Section 2. Disposition of Property by City.

Condition of Property. THE 8.1 Condition of the Property. LESSEE ACKNOWLEDGES AND AGREES THAT IT IS RENTING EACH PROPERTY IS SOLD ON AN "AS-IS, WHERE-AS IS" BASIS WITH NO WARRANTIES WITHOUT REPRESENTATION, WARRANTY OR REPRESENTATIONS OF ANY NATURE AS TO THE CONDITION OF THE PROPERTY AND/OR THE PROPERTY'S SUITABILITY FOR ANY PARTICULAR PURPOSE. PURCHASER, BY ITS EXECUTION HEREOF, ACKNOWLEDGES THAT COVENANT (I) SELLER HAS NOT MADE, DOES NOT MAKE AND SPECIFICALLY NEGATES AND DISCLAIMS ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE OF, AS TO, CONCERNING OR WITH RESPECT ) BY LESSOR AND SUBJECT TO (A) THE VALUE, NATURE, QUALITY OR CONDITION EXISTING STATE OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, THE WATER, SOIL AND GEOLOGYTITLE, (B) THE INCOME TO BE DERIVED FROM THE PROPERTYRIGHTS OF ANY PARTIES IN POSSESSION THEREOF, (C) ANY STATE OF FACTS WHICH AN ACCURATE SURVEY OR PHYSICAL INSPECTION MIGHT SHOW AND (D) VIOLATIONS OF LEGAL REQUIREMENTS WHICH MAY EXIST ON THE SUITABILITY DATE HEREOF. NONE OF LESSOR, THE AGENT AND ANY LENDER HAS MADE OR SHALL BE DEEMED TO HAVE MADE ANY REPRESENTATION, WARRANTY OR COVENANT (EXPRESS OR IMPLIED, INCLUDING THE CONDITION OF ANY IMPROVEMENTS THEREON, THE SOIL CONDITION, OR ANY ENVIRONMENTAL OR HAZARDOUS MATERIAL CONDITION) OR SHALL BE DEEMED TO HAVE ANY LIABILITY WHATSOEVER AS TO THE TITLE, VALUE, HABITABILITY, USE, CONDITION, DESIGN, OPERATION, OR FITNESS FOR USE OF THE PROPERTY (OR ANY PART THEREOF), OR ANY OTHER REPRESENTATION, WARRANTY OR COVENANT WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO ANY PROPERTY (OR ANY PART THEREOF) AND NONE OF LESSOR, THE AGENT AND ANY LENDER SHALL BE LIABLE FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER MAY CONDUCT THEREONLATENT, (D) HIDDEN, OR PATENT DEFECT THEREIN OR THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE FAILURE OF THE ANY PROPERTY, (E) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALSANY PART THEREOF, IF ANY, INCORPORATED INTO THE PROPERTY, (F) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE PROPERTY, (G) THE COMPLIANCE OF OR BY THE PROPERTY OR ITS OPERATION TO COMPLY WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, INCLUDING, BUT NOT LIMITED TO, THE AMERICANS WITH DISABILITIES ACT AND ANY RULES AND REGULATIONS PROMULGATED THEREUNDER OR IN CONNECTION THEREWITH, ORLEGAL REQUIREMENT.

Condition of Property. THE PROPERTY IS SOLD ON AN "AS-IS, WHERE-IS" BASIS WITH NO WARRANTIES OR REPRESENTATIONS OF ANY NATURE (a) EXCEPT AS TO THE CONDITION OF THE PROPERTY AND/OR THE PROPERTY'S SUITABILITY FOR ANY PARTICULAR PURPOSE. PURCHASER, BY ITS EXECUTION HEREOF, ACKNOWLEDGES THAT (I) SELLER HAS NOT MADE, DOES NOT MAKE AND SPECIFICALLY NEGATES AND DISCLAIMS ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE OF, AS TO, CONCERNING OR WITH RESPECT TO (A) THE VALUE, NATURE, QUALITY OR CONDITION OF THE PROPERTYOTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, THE WATERREPRESENTATIONS AND WARRANTIES OF SELLER CONTAINED IN PARAGRAPH 40 BELOW, SOIL THE PROPERTY SHALL BE SOLD BY SELLER AND GEOLOGYACQUIRED BY BUYER IN ITS “AS IS” CONDITION AS OF THE DATE OF CLOSING. BUYER ACKNOWLEDGES AND AGREES THAT BUYER IS KNOWLEDGEABLE AND SOPHISTICATED IN REAL ESTATE MATTERS AND HAS OR WILL HAVE RELIED SOLELY UPON ITS OR ITS AGENTS’ OWN REVIEW AND INSPECTION OF THE PROPERTY AND ITS OWN FAMILIARITY WITH THE PROPERTY AND OTHER PROPERTIES IN THE SOUTHERN CALIFORNIA MARKET AND THE REQUIREMENTS OF LOCAL LAW, AND BY VIRTUE THEREOF, EXCEPT TO THE EXTENT BUYER RELIES UPON ANY REPRESENTATION OR WARRANTY OF SELLER EXPRESSLY SET FORTH IN THIS AGREEMENT (B) ALL OF WHICH BUYER ACKNOWLEDGES ARE MADE SOLELY TO THE INCOME ACTUAL KNOWLEDGE OF SELLER WITHOUT INDEPENDENT INVESTIGATION OR INQUIRY), BUYER IS ACQUIRING THE PROPERTY IN AN “AS-IS” CONDITION AND NOT IN RELIANCE UPON ANY STATEMENT, REPRESENTATION, COVENANT OR WARRANTY, EXPRESS OR IMPLIED, OF SELLER OR ANY OF ITS AFFILIATES, DIRECTORS, SHAREHOLDERS, OFFICERS, AGENTS, ATTORNEYS OR CONSULTANTS WITH RESPECT TO BE DERIVED FROM THE PROPERTY, THE VALUE, PHYSICAL CONDITION, CONDITION OF TITLE TO, UTILITY, MARKETABILITY OR FITNESS OF THE PROPERTY FOR ANY PURPOSE; THE COMPLETENESS, ACCURACY OR AUTHENTICITY OF ANY APPRAISALS, REPORTS, STUDIES OR OTHER INFORMATION WHICH MAY HAVE BEEN FURNISHED BY SELLER TO BUYER; MATTERS WHICH A PHYSICAL INSPECTION OR SURVEY THEREOF WOULD DISCLOSE; THE CONTINUING EFFECTIVENESS OR VALIDITY OR AVAILABILITY OF ANY AGREEMENTS, PERMITS OR ENTITLEMENTS FOR ANY PORTION OF THE PROPERTY, COMPLIANCE WITH APPLICABLE ZONING AND OTHER CODES, ORDINANCES OR REGULATIONS OF GOVERNMENTAL OR QUASI-GOVERNMENTAL AUTHORITIES, INCLUDING (CWITHOUT LIMITATION) THE AMERICANS WITH DISABILITIES ACT; THE ECONOMIC FEASIBILITY OF OWNERSHIP THEREOF OR OPERATIONS RELATED THERETO; THE AVAILABILITY OF FINANCING FOR THE PROPERTY; THE PRESENCE OR ABSENCE OF ANY HAZARDOUS SUBSTANCES, IN, ON, UNDER, AROUND, ABOUT OR AFFECTING THE PROPERTY, THE COMPLIANCE OF THE PROPERTY AND SELLER WITH ANY LAWS REGULATING HAZARDOUS SUBSTANCES, INCLUDING PROVISION OF ANY NOTICES REQUIRED BY LAW, AND ANY OTHER ENVIRONMENTAL MATTERS; THE PRESENCE OR ABSENCE OF ANY RIGHT TO SUBDIVIDE OR DEVELOP THE PROPERTY; THE SUITABILITY OF THE PROPERTY FOR THE USES INTENDED BY BUYER; THE ABILITY TO OBTAIN ACCESS TO THE PROPERTY; THE ADEQUACY OF PARKING; THE AVAILABILITY OF UTILITIES OR OTHER SERVICES TO THE PROPERTY; OR ANY OTHER MATTERS WHATSOEVER. BY REASON OF THE FOREGOING, WITH THE EXCEPTION OF ANY CLAIMS ARISING BY REASON OF SELLER’S FAILURE TO PERFORM ANY OF ITS EXPRESS OBLIGATIONS UNDER THIS AGREEMENT, OR ANY CLAIMS ARISING FROM SELLER’S BREACH OF ANY OF ITS EXPRESS REPRESENTATIONS AND WARRANTIES UNDER THIS AGREEMENT, BUYER HEREBY IRREVOCABLY AND EXPRESSLY WAIVES, RELEASES AND RELINQUISHES ANY AND ALL ACTIVITIES AND USES RIGHT OR ENTITLEMENT WHICH PURCHASER MAY CONDUCT THEREONIT WOULD OTHERWISE HAVE TO ASSERT AGAINST SELLER OR ANY OF ITS PARTNERS, (D) THE HABITABILITYAFFILIATES, MERCHANTABILITYAGENTS, MARKETABILITY, PROFITABILITY ATTORNEYS OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROPERTY, (E) THE MANNER CONSULTANTS ANY EXPRESS OR QUALITY OF THE CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED INTO THE PROPERTY, (F) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE PROPERTY, (G) THE COMPLIANCE OF OR BY IMPLIED WARRANTY RELATING TO THE PROPERTY OR ITS THE CONDITION, FITNESS OR VALUE THEREOF OR TO ASSERT AGAINST SELLER OR SUCH PERSONS OR ENTITIES ANY CLAIM WHATSOEVER ARISING OUT OF OR PERTAINING TO THE CONDITION OF THE PROPERTY OR THE PRESENT OR FUTURE PROFITABILITY OF OWNERSHIP, DEVELOPMENT OR OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, INCLUDING, BUT NOT LIMITED TO, THE AMERICANS WITH DISABILITIES ACT AND ANY RULES AND REGULATIONS PROMULGATED THEREUNDER OR IN CONNECTION THEREWITH, ORTHEREOF.

Condition of Property. 7.1 “As-Is” Condition. BXXXX HEREBY EXPRESSLY ACKNOWLEDGES AND AGREES THAT BUYER WILL HAVE, AS OF CLOSING, THOROUGHLY INSPECTED AND EXAMINED THE PROPERTY IS SOLD ON AN "AS-IS, WHERE-IS" BASIS WITH NO WARRANTIES OR REPRESENTATIONS STATUS OF ANY NATURE AS TITLE TO THE PROPERTIES AND THE PHYSICAL CONDITION OF THE PROPERTY AND/OR PROPERTIES TO THE PROPERTY'S SUITABILITY EXTENT DEEMED NECESSARY BY BUYER IN ORDER TO ENABLE BUYER TO EVALUATE THE PURCHASE OF THE PROPERTIES. BUYER HEREBY FURTHER ACKNOWLEDGES AND AGREES THAT, EXCEPT FOR ANY PARTICULAR PURPOSE. PURCHASERTHE REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS AGREEMENT, BUYER IS RELYING UPON THE INSPECTION, EXAMINATION, AND EVALUATION OF THE PHYSICAL CONDITION OF THE PROPERTIES BY ITS EXECUTION HEREOF, ACKNOWLEDGES THAT (I) SELLER BUYER AND HAS NOT MADE, DOES NOT MAKE AND SPECIFICALLY NEGATES AND DISCLAIMS RELIED UPON ANY WRITTEN OR ORAL REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS WARRANTIES OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVERSTATEMENTS, WHETHER EXPRESS OR IMPLIED, ORAL MADE BY SELLERS, OR WRITTENANY PARTNER OF SELLERS, PASTOR ANY AFFILIATE, PRESENT AGENT, EMPLOYEE, OR FUTURE OF, AS TO, CONCERNING OTHER REPRESENTATIVE OF ANY OF THE FOREGOING OR BY ANY BROKER OR ANY OTHER PERSON REPRESENTING OR PURPORTING TO REPRESENT SELLERS WITH RESPECT TO (A) THE VALUEPROPERTIES, NATURE, QUALITY OR THE CONDITION OF THE PROPERTYPROPERTIES OR ANY OTHER MATTER AFFECTING OR RELATING TO THE TRANSACTIONS CONTEMPLATED HEREBY. BUYER IS PURCHASING, AND AT CLOSING WILL ACCEPT, THE PROPERTIES ON AN “AS IS,” “WHERE IS” AND “WITH ALL FAULTS” BASIS, WITHOUT REPRESENTATIONS, WARRANTIES AND/OR COVENANTS, EXPRESS OR IMPLIED, OF ANY KIND OR NATURE; EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS AGREEMENT. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 6.4 HEREOF, BUYER ACKNOWLEDGES THAT SELLERS HAVE MADE NO AGREEMENT TO ALTER, REPAIR OR IMPROVE THE PROPERTIES OR THE IMPROVEMENTS. AS USED IN THE PRIOR PARAGRAPH, THE TERM “CONDITION OF THE PROPERTIES” MEANS THE FOLLOWING MATTERS: (I) THE QUALITY, NATURE AND ADEQUACY OF THE PHYSICAL CONDITION OF THE PROPERTIES, INCLUDING, WITHOUT LIMITATION, THE QUALITY OF THE DESIGN, LABOR AND MATERIALS USED TO CONSTRUCT THE IMPROVEMENTS INCLUDED IN THE PROPERTIES; THE CONDITION OF STRUCTURAL ELEMENTS, FOUNDATIONS, ROOFS, GLASS, MECHANICAL, PLUMBING, ELECTRICAL, HVAC, SEWAGE, AND UTILITY COMPONENTS AND SYSTEMS; THE CAPACITY OR AVAILABILITY OF SEWER, WATER, SOIL AND OR OTHER UTILITIES; THE GEOLOGY, FLORA, FAUNA, SOILS, SUBSURFACE CONDITIONS, GROUNDWATER, LANDSCAPING, AND IRRIGATION OF OR WITH RESPECT TO THE PROPERTIES; THE LOCATION OF THE PROPERTIES IN OR NEAR ANY SPECIAL TAXING DISTRICT, FLOOD HAZARD ZONE, WETLANDS AREA, PROTECTED HABITAT, GEOLOGICAL FAULT OR SUBSIDENCE ZONE, HAZARDOUS WASTE DISPOSAL OR CLEAN-UP SITE, OR OTHER SPECIAL AREA; THE EXISTENCE, LOCATION, OR CONDITION OF INGRESS, EGRESS, ACCESS, AND PARKING; THE CONDITION OF THE PERSONAL PROPERTY AND ANY FIXTURES; AND THE PRESENCE OF ANY ASBESTOS OR OTHER HAZARDOUS MATERIALS, DANGEROUS, OR TOXIC SUBSTANCE, MATERIAL OR WASTE IN, ON, UNDER OR ABOUT THE PROPERTIES AND THE IMPROVEMENTS LOCATED THEREON; AND (II) THE COMPLIANCE OR NON-COMPLIANCE OF SELLERS OR THE OPERATION OF THE PROPERTIES OR ANY PART THEREOF IN ACCORDANCE WITH, AND THE CONTENTS OF: (A) ALL CODES, LAWS, ORDINANCES, REGULATIONS, AGREEMENTS, LICENSES, PERMITS, APPROVALS AND APPLICATIONS OF OR WITH ANY GOVERNMENTAL AUTHORITIES ASSERTING JURISDICTION OVER THE PROPERTIES, INCLUDING, WITHOUT LIMITATION, THOSE RELATING TO ZONING, BUILDING, PUBLIC WORKS, PARKING, FIRE AND POLICE ACCESS, HANDICAP ACCESS, LIFE SAFETY, SUBDIVISION AND SUBDIVISION SALES, AND HAZARDOUS MATERIALS, DANGEROUS, AND TOXIC SUBSTANCES, MATERIALS, CONDITIONS OR WASTE, INCLUDING, WITHOUT LIMITATION, THE PRESENCE OF HAZARDOUS MATERIALS IN, ON, UNDER OR ABOUT THE PROPERTIES THAT WOULD CAUSE STATE OR FEDERAL AGENCIES TO ORDER A CLEAN UP OF THE PROPERTIES UNDER ANY APPLICABLE LEGAL REQUIREMENTS; AND (B) ALL AGREEMENTS, COVENANTS, CONDITIONS, RESTRICTIONS (PUBLIC OR PRIVATE), CONDOMINIUM PLANS, DEVELOPMENT AGREEMENTS, SITE PLANS, BUILDING PERMITS, BUILDING RULES, AND OTHER INSTRUMENTS AND DOCUMENTS GOVERNING OR AFFECTING THE USE, MANAGEMENT, AND OPERATION OF THE PROPERTIES. NOTWITHSTANDING THE FOREGOING OR ANY PROVISION HEREOF TO THE CONTRARY, IN NO EVENT SHALL SELLER BE RELEASED FROM THE FOLLOWING (COLLECTIVELY, “RELEASE CARVEOUTS”): (I) FRAUD OR INTENTIONAL MISREPRESENTATION BY SELLER WHEN THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS AGREEMENT WERE MADE BY SUCH SELLER, AS DETERMINED BY A COURT OF COMPETENT JURISDICTION, AND (II) SELLER’S OBLIGATIONS TO PAY ATTORNEYS FEES IN ACCORDANCE WITH SECTION 15.18 OF THIS AGREEMENT, AND ANY SUCH LIABILITY UNDER (I) SHALL NOT BE SUBJECT TO (X) THE FLOOR, (Y) THE CAP, AND (Z) THE SURVIVAL PERIOD, BUT, TO THE EXTENT PERMITTED BY LAW, ANY SUCH LIABILITY UNDER (II) SHALL BE SUBJECT TO (X) THE FLOOR, (Y) THE CAP, AND (Z) THE SURVIVAL PERIOD. FURTHER NOTWITHSTANDING ANYTHING IN THE FOREGOING TO THE CONTRARY: (A) SO LONG AS SUCH ALLEGATIONS ARE TRUE AND NOT FRIVOLOUS, BUYER SHALL HAVE THE RIGHT TO DEFEND THIRD-PARTY CLAIMS BY ALLEGING THAT SELLER (OR SOMEONE ACTING ON SELLER’S BEHALF), NOT BUYER, IS LIABLE FOR SUCH CLAIMS AND BUYER HAS NO OBLIGATION TO INDEMNIFY SELLER FOR THIRD PARTY CLAIMS ASSERTED BEFORE OR AFTER THE CLOSING AS A RESULT OF ANY ACT OR OMISSION TAKEN OR FAILED TO BE TAKEN BY OR ON SELLER’S BEHALF PRIOR TO THE CLOSING; AND (B) THE INCOME PROVISIONS SET FORTH IN SECTION 7 SHALL NOT APPLY TO BE DERIVED FROM THE PROPERTY, (C) THE SUITABILITY OF THIRD-PARTY TORT CLAIMS RELATING TO THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER MAY CONDUCT THEREON, (D) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OCCURRING DURING SELLER’S OWNERSHIP OF THE PROPERTY. Buyer’s Initials: ___________ Seller’s Initials: ___________ Except as specifically set forth in this Agreement, Bxxxx acknowledges and agrees that it has not (Eand shall not) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALSrely upon any statement and/or information from whomsoever made or given (including, IF ANYbut not limited to, INCORPORATED INTO THE PROPERTYany broker, attorney, agent, employee or other person representing or purporting to represent Sellers) directly or indirectly, verbally or in writing, and Sellers are not and shall not be liable or bound by any such statement and/or information. Except as specifically set forth in this Agreement, Sellers specifically disclaim any representation, warranty or guaranty with respect to the Properties, express or implied, including, but not limited to, any representation or warranty as to any Property’s condition, fitness for a particular purpose, quality, freedom from defects or contamination (F) THE MANNERwhether or not detectable by inspection), QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE PROPERTY, (G) THE COMPLIANCE OF OR BY THE PROPERTY OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, INCLUDING, BUT NOT LIMITED TO, THE AMERICANS WITH DISABILITIES ACT AND ANY RULES AND REGULATIONS PROMULGATED THEREUNDER OR IN CONNECTION THEREWITH, ORcompliance with zoning or other legal requirements or as to the availability or existence of any utility or other governmental or private services or as to the amount of taxes assessed to any Property.

Condition of Property. 2.4.1 Purchaser acknowledges that (i) Purchaser has been given a reasonable opportunity to inspect and investigate the Property, all improvements thereon and all aspects relating thereto, including all of the physical, environmental and operational aspects of the Property, either independently or through agents and experts of Purchaser's choosing, and (ii) Purchaser will acquire the Property based solely upon Purchaser's own investigation and inspection thereof and the representations, warranties and covenants of Seller expressly set forth in this Agreement. SELLER AND PURCHASER AGREE THAT, EXCEPT AS EXPRESSLY PROVIDED FOR IN THIS AGREEMENT, (I) THE PROPERTY IS SHALL BE SOLD ON AN "AS-IS, WHERE-IS" BASIS WITH NO WARRANTIES OR REPRESENTATIONS OF ANY NATURE AS TO THE CONDITION AND PURCHASER SHALL ACCEPT POSSESSION OF THE PROPERTY AND/ON THE CLOSING DATE "AS IS," "WHERE IS," AND "WITH ALL FAULTS," AND (II) SUCH SALE SHALL BE WITHOUT REPRESENTATION OR THE PROPERTY'S SUITABILITY FOR ANY PARTICULAR PURPOSE. PURCHASER, BY ITS EXECUTION HEREOF, ACKNOWLEDGES THAT (I) SELLER HAS NOT MADE, DOES NOT MAKE AND SPECIFICALLY NEGATES AND DISCLAIMS ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES WARRANTY OF ANY KIND OR CHARACTER WHATSOEVERKIND, WHETHER EXPRESS OR EXPRESS, IMPLIED, ORAL STATUTORY OR WRITTENOTHERWISE, PASTINCLUDING ANY WARRANTY OF INCOME POTENTIAL, PRESENT OR FUTURE OFOPERATING EXPENSES, AS TOUSES, CONCERNING OR WITH RESPECT TO (A) THE VALUE, NATURE, QUALITY OR CONDITION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, THE WATER, SOIL AND GEOLOGY, (B) THE INCOME TO BE DERIVED FROM THE PROPERTY, (C) THE SUITABILITY OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER MAY CONDUCT THEREON, (D) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE PURPOSE, AND SELLER HEREBY DISCLAIMS AND RENOUNCES ANY SUCH REPRESENTATION OR WARRANTY. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT, EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, SELLER SHALL BE UNDER NO DUTY TO MAKE ANY AFFIRMATIVE DISCLOSURE REGARDING ANY MATTER WHICH MAY BE KNOWN TO SELLER, OR ITS OFFICERS, DIRECTORS, CONTRACTORS, AGENTS OR EMPLOYEES, AND THAT IT IS RELYING SOLELY UPON ITS OWN INSPECTION OF THE PROPERTY, (E) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED INTO THE PROPERTY, (F) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE PROPERTY, (G) THE COMPLIANCE OF OR PROPERTY AND NOT UPON ANY REPRESENTATIONS MADE TO IT BY THE PROPERTY OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, INCLUDING, BUT NOT LIMITED TO, THE AMERICANS WITH DISABILITIES ACT AND ANY RULES AND REGULATIONS PROMULGATED THEREUNDER OR IN CONNECTION THEREWITH, ORPERSON WHOMSOEVER ON SELLER'S BEHALF.

Condition of Property. (a) Purchaser acknowledges for Purchaser and Purchaser’s successors, heirs and assignees, (i) that Purchaser will be given a reasonable opportunity to inspect and investigate the Property, all improvements thereon and all aspects relating thereto, including, without limitation, all of the physical, environmental and operational aspects of the Property, either independently or through agents and experts of Purchasers choosing and (ii) that Purchaser will acquire the Property based upon Purchasers own investigation and inspection thereof. SELLER AND PURCHASER AGREE THAT, EXCEPT AS PROVIDED FOR IN THIS AGREEMENT OR ANY CLOSING DOCUMENT, THE PROPERTY IS SHALL BE SOLD ON AN "AS-IS, WHERE-IS" BASIS WITH NO WARRANTIES OR REPRESENTATIONS OF ANY NATURE AS TO THE CONDITION AND THAT PURCHASER SHALL ACCEPT POSSESSION OF THE PROPERTY AND/ON THE CLOSING DATE AS IS, WHERE IS, WITH ALL FAULTS WITH NO RIGHT OF SET-OFF OR REDUCTION IN THE PROPERTY'S SUITABILITY FOR PURCHASE PRICE, AND THAT, EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT OR ANY PARTICULAR PURPOSE. PURCHASER, BY ITS EXECUTION HEREOF, ACKNOWLEDGES THAT (I) SELLER HAS NOT MADE, DOES NOT MAKE AND SPECIFICALLY NEGATES AND DISCLAIMS ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS CLOSING DOCUMENT SUCH SALE SHALL BE WITHOUT REPRESENTATION OR GUARANTIES WARRANTY OF ANY KIND OR CHARACTER WHATSOEVERKIND, WHETHER EXPRESS OR EXPRESS, IMPLIED, ORAL STATUTORY OR WRITTENOTHERWISE, PAST, PRESENT OR FUTURE OF, AS TO, CONCERNING OR WITH RESPECT TO (A) THE VALUE, NATURE, QUALITY OR CONDITION OF THE PROPERTYEXCEPT FOR THOSE SET FORTH IN THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, THE WATERWARRANTY OF INCOME POTENTIAL, SOIL AND GEOLOGYOPERATING EXPENSES, (B) THE INCOME TO BE DERIVED FROM THE PROPERTYUSES, (C) THE SUITABILITY OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER MAY CONDUCT THEREON, (D) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE PURPOSE. PURCHASER SPECIFICALLY ACKNOWLEDGES THAT, EXCEPT AS PROVIDED FOR IN THIS AGREEMENT OR ANY CLOSING DOCUMENT, PURCHASER IS NOT RELYING AND SHALL NOT RELY ON ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, FROM SELLER AS TO ANY MATTERS CONCERNING THE PROPERTY, PROPERTY INCLUDING WITHOUT LIMITATION: (EA) THE MANNER CONDITION OR QUALITY SAFETY OF THE CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED INTO THE PROPERTY, (F) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE PROPERTY, (G) THE COMPLIANCE OF OR BY THE PROPERTY OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODYIMPROVEMENTS THEREON, INCLUDING, BUT NOT LIMITED TO, PLUMBING, SEWER, HEATING AND ELECTRICAL SYSTEMS, ROOFING, AIR CONDITIONING, IF ANY FOUNDATIONS, SOILS AND GEOLOGY INCLUDING HAZARDOUS MATERIALS, LOT SIZE, OR SUITABILITY OF THE AMERICANS WITH DISABILITIES ACT PROPERTY OR IMPROVEMENTS FOR A PARTICULAR PURPOSE; (B) WHETHER THE APPLIANCES, IF ANY, PLUMBING OR UTILITIES AND ANY RULES ASSOCIATED MATTERS ARE IN WORKING ORDER; (C) THE LIABILITY OR SUITABILITY FOR OCCUPANCY OF ANY STRUCTURE AND REGULATIONS PROMULGATED THEREUNDER THE QUALITY OF ITS CONSTRUCTION; (D) THE FITNESS OF ANY PERSONAL PROPERTY; OR (E) WHETHER THE IMPROVEMENTS ARE STRUCTURALLY SOUND, IN GOOD CONDITION, OR IN CONNECTION THEREWITHCOMPLIANCE WITH APPLICABLE CITY, ORCOUNTY, STATE OR FEDERAL STATUTES, CODES OR ORDINANCES. UNLESS SPECIFICALLY SET FORTH IN THIS AGREEMENT, PURCHASER REPRESENTS TO SELLER THAT PURCHASER HAS OR WILL HAVE PRIOR TO CLOSING EXTENSIVE KNOWLEDGE OF AND FAMILIARITY WITH THE PROPERTY AND HAS CONDUCTED, OR WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS OF THE PROPERTY, INCLUDING BUT NOT LIMITED TO, THE PHYSICAL AND ENVIRONMENTAL CONDITIONS THEREOF, AS PURCHASER DEEMS NECESSARY TO SATISFY ITSELF AS TO THE CONDITION OF THE PROPERTY AND THE EXISTENCE OR NONEXISTENCE OR CURATIVE ACTION TO BE TAKEN WITH RESPECT TO ANY HAZARDOUS OR TOXIC SUBSTANCES ON OR DISCHARGED FROM THE PROPERTY, AND, EXCEPT AS EXPRESSLY PROVIDED FOR HEREIN OR IN ANY DOCUMENT DELIVERED TO PURCHASER BY SELLER AT CLOSING, WILL RELY SOLELY UPON SAME AND NOT UPON ANY INFORMATION PROVIDED BY OR ON BEHALF OF SELLER OR ITS AGENTS OR EMPLOYEES WITH RESPECT THERETO, OTHER THAN SUCH REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER AS ARE EXPRESSLY SET FORTH IN THIS AGREEMENT OR IN ANY DOCUMENT DELIVERED TO PURCHASER BY SELLER AT CLOSING. UPON CLOSING, EXCEPT AS EXPRESSLY PROVIDED FOR HEREIN OR IN ANY DOCUMENT DELIVERED TO PURCHASER BY SELLER AT CLOSING, PURCHASER SHALL ASSUME THE RISK THAT ADVERSE MATTERS INCLUDING BUT NOT LIMITED TO, CONSTRUCTION DEFECTS AND ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS, MAY NOT HAVE BEEN REVEALED BY PURCHASER’S INVESTIGATIONS. EXCEPT AS MAY BE EXPRESSLY PROVIDED IN THIS AGREEMENT OR IN ANY DOCUMENT DELIVERED TO PURCHASER BY SELLER AT CLOSING, PURCHASER, FOR ITSELF AND ITS SUCCESSORS IN INTEREST, (X) RELEASES SELLER FROM, AND WAIVES ALL CLAIMS AND LIABILITY AGAINST SELLER FOR, ANY ENVIRONMENTAL CONDITION AT THE PROPERTY, AND (Y) RELEASES SELLER FROM, AND WAIVES ALL LIABILITY AGAINST SELLER ATTRIBUTABLE TO, THE ENVIRONMENTAL CONDITION OF THE PROPERTY, INCLUDING WITHOUT LIMITATION THE PRESENCE, DISCOVERY OR REMOVAL OF ANY HAZARDOUS SUBSTANCES IN, AT, ABOUT OR UNDER THE PROPERTY, CONNECTED WITH OR ARISING OUT OF ANY AND ALL CLAIMS OR CAUSES OF ACTION BASED UPON CERCLA (COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION, AND LIABILITY ACT OF 1980, AS AMENDED BY SXXX SUPERFUND AMENDMENT AND REAUTHORIZATION ACT OF 1986 AND AS MAY BE FURTHER AMENDED FROM TIME TO TIME) OR ANY RELATED CLAIMS OR CAUSES OF ACTION OR ANY OTHER FEDERAL OR STATE BASED STATUTORY OR REGULATORY CAUSES OF ACTION FOR ENVIRONMENTAL CONTAMINATION AT, IN OR UNDER THE PROPERTY. THE PROVISIONS OF THIS SECTION SHALL SURVIVE THE CLOSING.

Condition of Property. Section 9.01. THE ENTIRE AGREEMENT BETWEEN THE SELLER AND BUYER WITH RESPECT TO THE PROPERTY AND THE SALE THEREOF IS EXPRESSLY SET FORTH IN THIS AGREEMENT. THE PARTIES ARE NOT BOUND BY ANY AGREEMENTS, UNDERSTANDINGS, PROVISIONS, CONDITIONS, REPRESENTATIONS OR WARRANTIES (WHETHER WRITTEN OR ORAL AND WHETHER MADE BY SELLER OR ANY AGENT, EMPLOYEE OR PRINCIPAL OF SELLER OR ANY OTHER PARTY) OTHER THAN AS ARE EXPRESSLY SET FORTH AND STIPULATED IN THIS AGREEMENT OR IN ANY CONVEYANCE DOCUMENTATION. WITHOUT IN ANY MANNER LIMITING THE GENERALITY OF THE FOREGOING OR BUYER’S RIGHT TO RELY UPON THE EXPRESS REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS OF SELLER CONTAINED HEREIN OR IN ANY CONVEYANCE DOCUMENTATION OR CERTIFICATION EXECUTED BY THE SELLER, UPON EXPIRATION OF THE DUE DILIGENCE PERIOD BUYER ACKNOWLEDGES THAT IT AND ITS REPRESENTATIVES WILL HAVE FULLY INSPECTED AND INVESTIGATED THE PROPERTY AND ALL MATTERS RELATED THERETO AND HAD AN ADEQUATE OPPORTUNITY TO DO SO, AND WILL BE FULLY FAMILIAR WITH THE FINANCIAL AND PHYSICAL (INCLUDING, WITHOUT LIMITATION, ENVIRONMENTAL) CONDITION THEREOF, AND THAT THE PROPERTY IS SOLD BEING PURCHASED BY BUYER IN AN “AS IS” AND “WHERE IS” CONDITION AND WITH ALL EXISTING DEFECTS (PATENT AND LATENT) PURSUANT TO SUCH INSPECTIONS AND INVESTIGATIONS AND NOT IN RELIANCE ON AN "AS-ISANY AGREEMENT, WHERE-IS" BASIS WITH NO UNDERSTANDING, CONDITION, WARRANTY (INCLUDING, WITHOUT LIMITATION, WARRANTIES OF HABITABILITY, MERCHANTABILITY OR REPRESENTATIONS FITNESS FOR A PARTICULAR PURPOSE) OR REPRESENTATION MADE BY SELLER OR ANY AGENT, EMPLOYEE OR PRINCIPAL OF SELLER OR ANY NATURE OTHER PARTY (EXCEPT AS OTHERWISE EXPRESSLY ELSEWHERE PROVIDED IN THIS AGREEMENT OR IN ANY DOCUMENT TO BE DELIVERED BY SELLER AT CLOSING) AS TO THE FINANCIAL OR PHYSICAL (INCLUDING, WITHOUT LIMITATION, ENVIRONMENTAL) CONDITION OF THE PROPERTY AND/OR THE PROPERTY'S SUITABILITY FOR ANY PARTICULAR PURPOSE. PURCHASER, BY ITS EXECUTION HEREOF, ACKNOWLEDGES THAT (I) SELLER HAS NOT MADE, DOES NOT MAKE AND SPECIFICALLY NEGATES AND DISCLAIMS ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE OF, AS TO, CONCERNING OR WITH RESPECT TO (A) THE VALUE, NATURE, QUALITY OR CONDITION OF AREAS SURROUNDING THE PROPERTY, OR AS TO ANY OTHER MATTER WHATSOEVER, INCLUDING, WITHOUT LIMITATION, AS TO ANY PERMITTED USE THEREOF, THE WATERZONING CLASSIFICATION THEREOF OR COMPLIANCE THEREOF WITH FEDERAL, SOIL AND GEOLOGYSTATE OR LOCAL LAWS, (B) AS TO THE INCOME TO BE DERIVED FROM THE PROPERTY, (C) THE SUITABILITY OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER MAY CONDUCT THEREON, (D) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROPERTY, (E) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED INTO THE PROPERTY, (F) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE PROPERTY, (G) THE COMPLIANCE OF OR BY THE PROPERTY OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, INCLUDING, BUT NOT LIMITED TO, THE AMERICANS WITH DISABILITIES ACT AND ANY RULES AND REGULATIONS PROMULGATED THEREUNDER OR EXPENSE IN CONNECTION THEREWITH, OROR AS TO ANY OTHER MATTER IN CONNECTION THEREWITH. BUYER ACKNOWLEDGES THAT, EXCEPT AS OTHERWISE EXPRESSLY ELSEWHERE PROVIDED IN THIS AGREEMENT OR IN ANY DOCUMENT TO BE EXECUTED AND DELIVERED BY SELLER AT CLOSING, NEITHER SELLER, OR ANY AGENT OR EMPLOYEE OF SELLER NOR ANY OTHER PARTY ACTING ON BEHALF OF SELLER HAS MADE OR SHALL BE DEEMED TO HAVE MADE ANY SUCH AGREEMENT, CONDITION, REPRESENTATION OR WARRANTY EITHER EXPRESS OR IMPLIED. THIS PARAGRAPH SHALL SURVIVE CLOSING AND DELIVERY OF THE DEED, AND SHALL BE DEEMED INCORPORATED BY REFERENCE AND MADE A PART OF ALL DOCUMENTS EXECUTED AND DELIVERED BY SELLER TO BUYER IN CONNECTION WITH THE SALE OF THE PROPERTY. IN NO EVENT AND UNDER NO CIRCUMSTANCES WILL SELLER BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. NOTHING HEREIN CONTAINED SHALL, IN ANY WAY, ABROGATE, MODIFY, OR DILUTE, IN WHOLE, OR IN PART, SELLER’S LIMITED WARRANTY OF TITLE GIVEN TO BUYER IN ACCORDANCE HEREWITH.

Condition of Property. 7.1 “As-Is” Condition. BUYER HEREBY EXPRESSLY ACKNOWLEDGES AND AGREES THAT BUYER WILL HAVE, AS OF CLOSING, THOROUGHLY INSPECTED AND EXAMINED THE STATUS OF SELLER’S RIGHTS, TITLE AND INTERESTS UNDER THE GROUND LEASE, ALL ASPECTS OF TITLE TO THE PROPERTY IS SOLD ON AN "AS-IS, WHERE-IS" BASIS WITH NO WARRANTIES OR REPRESENTATIONS OF ANY NATURE AS TO AND THE PHYSICAL CONDITION OF THE PROPERTY AND/OR TO THE EXTENT DEEMED NECESSARY BY BUYER IN ORDER TO ENABLE BUYER TO EVALUATE THE ASSUMPTION AND PURCHASE OF THE PROPERTY'S SUITABILITY . BUYER HEREBY FURTHER ACKNOWLEDGES AND AGREES THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF SELLER SET FORTH IN THIS AGREEMENT, THE GROUND LEASE ASSIGNMENT, THE ASSIGNMENT OF LEASES AND BRING DOWN CERTIFICATES (SUCH DOCUMENTS, COLLECTIVELY, THE “CLOSING DOCUMENTS”), BUYER IS RELYING SOLELY UPON THE INSPECTION, EXAMINATION, AND EVALUATION OF THE GROUND LEASE, THE LEASES, OTHER AGREEMENTS AND ANY PARTICULAR PURPOSE. PURCHASER, AND ALL ASPECTS OF THE PHYSICAL CONDITION OF THE PROPERTY BY ITS EXECUTION HEREOF, ACKNOWLEDGES THAT (I) SELLER BUYER AND HAS NOT MADE, DOES NOT MAKE AND SPECIFICALLY NEGATES AND DISCLAIMS RELIED UPON ANY WRITTEN OR ORAL REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS WARRANTIES OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVERSTATEMENTS, WHETHER EXPRESS OR IMPLIED, ORAL MADE BY SELLER, OR WRITTENANY PARTNER OF SELLER, PASTOR ANY AFFILIATE, PRESENT AGENT, EMPLOYEE, OR FUTURE OF, AS TO, CONCERNING OTHER REPRESENTATIVE OF ANY OF THE FOREGOING OR BY ANY BROKER OR ANY OTHER PERSON REPRESENTING OR PURPORTING TO REPRESENT SELLER WITH RESPECT TO THE PROPERTY, THE CONDITION OF THE PROPERTY OR ANY OTHER MATTER AFFECTING OR RELATING TO THE TRANSACTIONS CONTEMPLATED HEREBY. BUYER IS PURCHASING, AND AT CLOSING WILL ACCEPT, THE PROPERTY ON AN “AS IS,” “WHERE IS” AND “WITH ALL FAULTS” BASIS, WITHOUT REPRESENTATIONS, WARRANTIES AND/OR COVENANTS, EXPRESS OR IMPLIED, OF ANY KIND OR NATURE; EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF SELLER SET FORTH IN THIS AGREEMENT AND, AS APPLICABLE, THE CLOSING DOCUMENTS. BUYER ACKNOWLEDGES THAT SELLER HAS MADE NO AGREEMENT TO ALTER, REPAIR OR IMPROVE THE PROPERTY. AS USED IN THE PRIOR PARAGRAPH, THE TERM “CONDITION OF THE PROPERTY” MEANS THE FOLLOWING MATTERS: (AI) THE VALUEQUALITY, NATURE, QUALITY OR NATURE AND ADEQUACY OF THE PHYSICAL CONDITION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, THE QUALITY OF THE DESIGN, LABOR AND MATERIALS USED TO CONSTRUCT THE IMPROVEMENTS INCLUDED IN THE PROPERTY; THE CONDITION OF STRUCTURAL ELEMENTS, FOUNDATIONS, ROOFS, GLASS, MECHANICAL, PLUMBING, ELECTRICAL, HVAC, SEWAGE, AND UTILITY COMPONENTS AND SYSTEMS; THE CAPACITY OR AVAILABILITY OF SEWER, WATER, SOIL AND OR OTHER UTILITIES; THE GEOLOGY, FLORA, FAUNA, SOILS, SUBSURFACE CONDITIONS, GROUNDWATER, LANDSCAPING, AND IRRIGATION OF OR WITH RESPECT TO THE PROPERTY; THE LOCATION OF THE PROPERTY IN OR NEAR ANY SPECIAL TAXING DISTRICT, FLOOD HAZARD ZONE, WETLANDS AREA, PROTECTED HABITAT, GEOLOGICAL FAULT OR SUBSIDENCE ZONE, HAZARDOUS WASTE DISPOSAL OR CLEAN-UP SITE, OR OTHER SPECIAL AREA; THE EXISTENCE, LOCATION, OR CONDITION OF INGRESS, EGRESS, ACCESS, AND PARKING; THE CONDITION OF THE PERSONAL PROPERTY AND ANY FIXTURES; AND THE PRESENCE OF ANY ASBESTOS OR OTHER HAZARDOUS MATERIALS, DANGEROUS, OR TOXIC SUBSTANCE, MATERIAL OR WASTE IN, ON, UNDER OR ABOUT THE PROPERTY AND THE IMPROVEMENTS LOCATED THEREON; AND (II) THE COMPLIANCE OR NON-COMPLIANCE OF SELLER OR THE OPERATION OF THE PROPERTY OR ANY PART THEREOF IN ACCORDANCE WITH, AND THE CONTENTS OF: (A) ALL CODES, LAWS, ORDINANCES, REGULATIONS, AGREEMENTS, LICENSES, PERMITS, APPROVALS AND APPLICATIONS OF OR WITH ANY GOVERNMENTAL AUTHORITIES ASSERTING JURISDICTION OVER THE PROPERTY, INCLUDING, WITHOUT LIMITATION, THOSE RELATING TO ZONING, BUILDING, PUBLIC WORKS, PARKING, FIRE AND POLICE ACCESS, HANDICAP ACCESS, LIFE SAFETY, SUBDIVISION AND SUBDIVISION SALES, AND HAZARDOUS MATERIALS, DANGEROUS, AND TOXIC SUBSTANCES, MATERIALS, CONDITIONS OR WASTE, INCLUDING, WITHOUT LIMITATION, THE PRESENCE OF HAZARDOUS MATERIALS IN, ON, UNDER OR ABOUT THE PROPERTY THAT WOULD CAUSE STATE OR FEDERAL AGENCIES TO ORDER A CLEAN UP OF THE PROPERTY UNDER ANY APPLICABLE LEGAL REQUIREMENTS; AND (B) ALL AGREEMENTS, COVENANTS, CONDITIONS, RESTRICTIONS (PUBLIC OR PRIVATE), CONDOMINIUM PLANS, DEVELOPMENT AGREEMENTS, SITE PLANS, BUILDING PERMITS, BUILDING RULES, AND OTHER INSTRUMENTS AND DOCUMENTS GOVERNING OR AFFECTING THE INCOME TO BE DERIVED FROM THE PROPERTYLEASE, (C) THE SUITABILITY OF THE PROPERTY FOR ANY USE, MANAGEMENT, AND ALL ACTIVITIES AND USES WHICH PURCHASER MAY CONDUCT THEREON, (D) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OPERATION OF THE PROPERTY. NOTHING CONTAINED IN THIS SECTION 7.1 SHALL BE DEEMED TO WAIVE OR OTHERWISE LIMIT ANY OBJECTIONS MADE BY BUYER PURSUANT TO SECTION 3.2. Buyer’s Initials: Except as specifically set forth in this Agreement or, if and as applicable by Seller in any of the Closing Documents, Buyer acknowledges and agrees that it has not (Eand shall not) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALSrely upon any statement and/or information from whomsoever made or given (including, IF ANYbut not limited to, INCORPORATED INTO THE PROPERTYany broker, attorney, agent, employee or other person representing or purporting to represent Seller) directly or indirectly, verbally or in writing, and Seller is not and shall not be liable or bound by any such statement and/or information. Except as specifically set forth in this Agreement or, if and as applicable by Seller in any of the Closing Documents, Seller specifically disclaims any representation, warranty or guaranty with respect to the Property, express or implied, including, but not limited to, any representation or warranty as to the Property’s condition, fitness for a particular purpose, quality, freedom from defects or contamination (F) THE MANNERwhether or not detectable by inspection), QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE PROPERTY, (G) THE COMPLIANCE OF OR BY THE PROPERTY OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, INCLUDING, BUT NOT LIMITED TO, THE AMERICANS WITH DISABILITIES ACT AND ANY RULES AND REGULATIONS PROMULGATED THEREUNDER OR IN CONNECTION THEREWITH, ORcompliance with zoning or other legal requirements or as to the availability or existence of any utility or other governmental or private services or as to the amount of taxes assessed to the Property.

Condition of Property. THE PROPERTY IS SOLD ON AN "7.1 “AS-IS” CONDITION. BUYER HEREBY EXPRESSLY ACKNOWLEDGES AND AGREES THAT BUYER WILL HAVE, WHERE-IS" BASIS WITH NO WARRANTIES OR REPRESENTATIONS AS OF ANY NATURE AS CLOSING, THOROUGHLY INSPECTED AND EXAMINED THE STATUS OF TITLE TO THE PROPERTY AND THE PHYSICAL CONDITION OF THE PROPERTY TO THE EXTENT DEEMED NECESSARY BY BUYER IN ORDER TO ENABLE BUYER TO EVALUATE THE PURCHASE OF THE PROPERTY. BUYER HEREBY FURTHER ACKNOWLEDGES AND AGREES THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS AGREEMENT, BUYER IS RELYING SOLELY UPON THE INSPECTION, EXAMINATION, AND EVALUATION OF THE PHYSICAL CONDITION OF THE PROPERTY BY BUYER AND THAT BUYER IS PURCHASING, AND AT CLOSING WILL ACCEPT, THE PROPERTY ON AN “AS IS,” “WHERE IS” AND “WITH ALL FAULTS” BASIS, WITHOUT REPRESENTATIONS, WARRANTIES AND/OR THE PROPERTY'S SUITABILITY FOR ANY PARTICULAR PURPOSE. PURCHASER, BY ITS EXECUTION HEREOF, ACKNOWLEDGES THAT (I) SELLER HAS NOT MADE, DOES NOT MAKE AND SPECIFICALLY NEGATES AND DISCLAIMS ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS EXPRESS OR GUARANTIES IMPLIED, OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE OF, AS TO, CONCERNING OR WITH RESPECT TO (A) THE VALUE, NATURE, QUALITY EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS AGREEMENT. BUYER ACKNOWLEDGES THAT SELLERS HAVE MADE NO AGREEMENT TO ALTER, REPAIR OR CONDITION OF IMPROVE THE PROPERTY. Buyer’s Initials: Except as specifically set forth in this Agreement, INCLUDINGBuyer acknowledges and agrees that it has not (and shall not) rely upon any statement and/or information from whomsoever made or given (including, WITHOUT LIMITATIONbut not limited to, THE WATERany broker, SOIL AND GEOLOGYattorney, agent, employee or other person representing or purporting to represent Sellers) directly or indirectly, verbally or in writing, and Sellers are not and shall not be liable or bound by any such statement and/or information. Except as specifically set forth in this Agreement, Sellers specifically disclaim any representation, warranty or guaranty with respect to the Property, express or implied, including, but not limited to, any representation or warranty as to the Property’s condition, fitness for a particular purpose, quality, freedom from defects or contamination (B) THE INCOME TO BE DERIVED FROM THE PROPERTYwhether or not detectable by inspection), (C) THE SUITABILITY OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER MAY CONDUCT THEREON, (D) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROPERTY, (E) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED INTO THE PROPERTY, (F) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE PROPERTY, (G) THE COMPLIANCE OF OR BY THE PROPERTY OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, INCLUDING, BUT NOT LIMITED TO, THE AMERICANS WITH DISABILITIES ACT AND ANY RULES AND REGULATIONS PROMULGATED THEREUNDER OR IN CONNECTION THEREWITH, ORcompliance with zoning or other legal requirements or as to the availability or existence of any utility or other governmental or private services or as to the amount of taxes assessed to the Property.

Condition of Property. (a) Purchaser acknowledges for Purchaser and Purchaser’s successors, heirs and assignees, (i) that Purchaser will be given a reasonable opportunity to inspect and investigate the Property, all improvements thereon and all aspects relating thereto, including, without limitation, all of the physical, environmental and operational aspects of the Property, either independently or through agents and experts of Purchaser’s choosing and (ii) that Purchaser will acquire the Property based upon Purchaser’s own investigation and inspection thereof. SELLER AND PURCHASER AGREE THAT, EXCEPT AS PROVIDED FOR IN THIS AGREEMENT OR ANY CLOSING DOCUMENT, THE PROPERTY IS SHALL BE SOLD ON AN "AS-IS, WHERE-IS" BASIS WITH NO WARRANTIES OR REPRESENTATIONS OF ANY NATURE AS TO THE CONDITION AND THAT PURCHASER SHALL ACCEPT POSSESSION OF THE PROPERTY AND/ON THE CLOSING DATE AS IS, WHERE IS, WITH ALL FAULTS WITH NO RIGHT OF SET-OFF OR REDUCTION IN THE PROPERTY'S SUITABILITY FOR PURCHASE PRICE, AND THAT, EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT OR ANY PARTICULAR PURPOSE. PURCHASER, BY ITS EXECUTION HEREOF, ACKNOWLEDGES THAT (I) SELLER HAS NOT MADE, DOES NOT MAKE AND SPECIFICALLY NEGATES AND DISCLAIMS ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS CLOSING DOCUMENT SUCH SALE SHALL BE WITHOUT REPRESENTATION OR GUARANTIES WARRANTY OF ANY KIND OR CHARACTER WHATSOEVERKIND, WHETHER EXPRESS OR EXPRESS, IMPLIED, ORAL STATUTORY OR WRITTENOTHERWISE, PAST, PRESENT EXCEPT FOR THOSE SET FORTH IN THIS AGREEMENT OR FUTURE OF, AS TO, CONCERNING OR WITH RESPECT TO (A) THE VALUE, NATURE, QUALITY OR CONDITION OF THE PROPERTYANY CLOSING DOCUMENT, INCLUDING, WITHOUT LIMITATION, THE WATERWARRANTY OF INCOME POTENTIAL, SOIL AND GEOLOGYOPERATING EXPENSES, (B) THE INCOME TO BE DERIVED FROM THE PROPERTYUSES, (C) THE SUITABILITY OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER MAY CONDUCT THEREON, (D) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE PURPOSE. PURCHASER SPECIFICALLY ACKNOWLEDGES THAT, EXCEPT AS PROVIDED FOR IN THIS AGREEMENT OR ANY CLOSING DOCUMENT, PURCHASER IS NOT RELYING AND SHALL NOT RELY ON ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, FROM SELLER AS TO ANY MATTERS CONCERNING THE PROPERTY, PROPERTY INCLUDING WITHOUT LIMITATION: (EA) THE MANNER CONDITION OR QUALITY SAFETY OF THE CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED INTO THE PROPERTY, (F) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE PROPERTY, (G) THE COMPLIANCE OF OR BY THE PROPERTY OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODYIMPROVEMENTS THEREON, INCLUDING, BUT NOT LIMITED TO, PLUMBING, SEWER, HEATING AND ELECTRICAL SYSTEMS, ROOFING, AIR CONDITIONING, IF ANY FOUNDATIONS, SOILS AND GEOLOGY INCLUDING HAZARDOUS MATERIALS, LOT SIZE, OR SUITABILITY OF THE AMERICANS WITH DISABILITIES ACT PROPERTY OR IMPROVEMENTS FOR A PARTICULAR PURPOSE; (B) WHETHER THE APPLIANCES, PLUMBING OR UTILITIES AND ANY RULES ASSOCIATED MATTERS ARE IN WORKING ORDER; (C) THE LIABILITY OR SUITABILITY FOR OCCUPANCY OF ANY STRUCTURE AND REGULATIONS PROMULGATED THEREUNDER THE QUALITY OF ITS CONSTRUCTION; (D) THE FITNESS OF ANY PERSONAL PROPERTY; OR (E) WHETHER THE IMPROVEMENTS ARE STRUCTURALLY SOUND, IN GOOD CONDITION, OR IN CONNECTION THEREWITHCOMPLIANCE WITH APPLICABLE CITY, ORPARISH, STATE OR FEDERAL STATUTES, CODES OR ORDINANCES. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT OR ANY CLOSING DOCUMENT, PURCHASER WAIVES ANY WARRANTY TO WHICH IT MIGHT BE ENTITLED UNDER ARTICLE 2524 OF THE LOUISIANA CIVIL CODE THAT THE PROPERTY BE REASONABLY FIT FOR ITS ORDINARY USE. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT OR ANY CLOSING DOCUMENT PURCHASER HEREBY EXPRESSLY WAIVES ALL RIGHTS IN REDHIBITION PURSUANT TO LOUISIANA CIVIL CODE ARTICLE 2520, ET SEQ., THE WARRANTIES OF OWNERSHIP AND PEACEABLE POSSESSION OF THE PROPERTY, THE WARRANTIES AGAINST HIDDEN OR REDHIBITORY DEFECTS IN THE PROPERTY, AND THE WARRANTY THAT THE PROPERTY IS FIT FOR ITS INTENDED USE, EACH OF WHICH WOULD OTHERWISE BE IMPOSED UPON SELLER BY LOUISIANA CIVIL CODE ARTICLE 2475. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT OR ANY CLOSING DOCUMENT PURCHASER HEREBY RELEASES SELLER FROM ANY LIABILITY FOR HIDDEN, REDHIBITORY OR LATENT DEFECTS OR VICES UNDER LOUISIANA CIVIL CODE ARTICLE 2520 THROUGH 2549.

Condition of Property. THE PROPERTY IS SOLD ON AN "AS-ISEXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, WHERE-IS" BASIS WITH NO (I) SELLER HAS NOT MADE AND DOES NOT HEREBY MAKE ANY REPRESENTATIONS, WARRANTIES OR REPRESENTATIONS OF ANY NATURE OTHER STATEMENTS AS TO THE CONDITION OF THE PROPERTY AND/OR THE PROPERTY'S SUITABILITY FOR ANY PARTICULAR PURPOSE. PURCHASER, BY ITS EXECUTION HEREOF, AND (II) PURCHASER ACKNOWLEDGES THAT (I) SELLER HAS NOT MADEAT CLOSING IT IS PURCHASING THE PROPERTY ON AN "AS IS, DOES NOT MAKE WHERE IS" BASIS AND SPECIFICALLY NEGATES WITHOUT RELYING ON ANY REPRESENTATIONS AND DISCLAIMS ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES WARRANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL FROM SELLER, ITS AGENTS OR WRITTENBROKERS AS TO ANY MATTERS CONCERNING THE PROPERTY. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, PASTNO REPRESENTATIONS OR WARRANTIES HAVE BEEN MADE OR ARE MADE AND NO RESPONSIBILITY HAS BEEN OR IS ASSUMED BY SELLER OR BY ANY PARTNER, PRESENT OFFICER, PERSON, FIRM, AGENT OR FUTURE OF, REPRESENTATIVE ACTING OR PURPORTING TO ACT ON BEHALF OF SELLER AS TO, CONCERNING TO THE CONDITION OR WITH RESPECT TO (A) REPAIR OF THE PROPERTY OR THE VALUE, NATUREEXPENSE OF OPERATION, QUALITY OR INCOME POTENTIAL THEREOF OR AS TO ANY OTHER FACT OR CONDITION WHICH HAS OR MIGHT AFFECT THE PROPERTY OR THE CONDITION, REPAIR, VALUE, EXPENSE OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, THE WATER, SOIL AND GEOLOGY, (B) THE OPERATION OR INCOME TO BE DERIVED FROM THE PROPERTY, (C) THE SUITABILITY POTENTIAL OF THE PROPERTY OR ANY PORTION THEREOF. THE PARTIES AGREE THAT ALL UNDERSTANDINGS AND AGREEMENTS HERETOFORE MADE BETWEEN THEM OR THEIR RESPECTIVE AGENTS OR REPRESENTATIVES ARE MERGED IN THIS AGREEMENT AND THE SCHEDULES AND EXHIBITS HERETO ANNEXED, WHICH ALONE FULLY AND COMPLETELY EXPRESS THEIR AGREEMENT, AND THAT THIS AGREEMENT HAS BEEN ENTERED INTO AFTER FULL INVESTIGATION, OR WITH THE PARTIES SATISFIED WITH THE OPPORTUNITY AFFORDED FOR INVESTIGATION, NEITHER PARTY RELYING UPON ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER MAY CONDUCT THEREON, (D) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY STATEMENT OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROPERTY, (E) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED INTO THE PROPERTY, (F) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE PROPERTY, (G) THE COMPLIANCE OF OR REPRESENTATION BY THE OTHER UNLESS SUCH STATEMENT OR REPRESENTATION IS SPECIFICALLY EMBODIED IN THIS AGREEMENT OR THE EXHIBITS ANNEXED HERETO. PURCHASER ACKNOWLEDGES THAT SELLER HAS REQUESTED PURCHASER TO INSPECT FULLY THE PROPERTY AND INVESTIGATE ALL MATTERS RELEVANT THERETO AND TO RELY SOLELY UPON THE RESULTS OF PURCHASER'S OWN INSPECTIONS OR ITS OPERATION WITH OTHER INFORMATION OBTAINED OR OTHERWISE AVAILABLE TO PURCHASER, RATHER THAN ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, INCLUDING, BUT NOT LIMITED TO, THE AMERICANS WITH DISABILITIES ACT AND ANY RULES AND REGULATIONS PROMULGATED THEREUNDER OR INFORMATION THAT MAY HAVE BEEN PROVIDED BY SELLER TO PURCHASER. NOTHING CONTAINED IN CONNECTION THEREWITH, ORTHIS PARAGRAPH IS INTENDED TO AFFECT PURCHASER'S RIGHTS SPECIFICALLY SET FORTH ELSEWHERE IN THIS AGREEMENT.

Condition of Property. 7.1 “As-Is” Condition. XXXXX HEREBY EXPRESSLY ACKNOWLEDGES AND AGREES THAT BUYER WILL HAVE, AS OF CLOSING, THOROUGHLY INSPECTED AND EXAMINED THE STATUS OF TITLE TO THE PROPERTY IS SOLD ON AN "AS-IS, WHERE-IS" BASIS WITH NO WARRANTIES OR REPRESENTATIONS OF ANY NATURE AS TO AND THE PHYSICAL CONDITION OF THE PROPERTY AND/OR TO THE EXTENT DEEMED NECESSARY BY BUYER IN ORDER TO ENABLE BUYER TO EVALUATE THE PURCHASE OF THE PROPERTY'S SUITABILITY . BUYER HEREBY FURTHER ACKNOWLEDGES AND AGREES THAT, EXCEPT FOR ANY PARTICULAR PURPOSE. PURCHASERTHE REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS AGREEMENT AND SELLER’S SPECIAL WARRANTY OF TITLE CONTAINED IN THE DEED, BUYER IS RELYING SOLELY UPON THE INSPECTION, EXAMINATION, AND EVALUATION OF THE PHYSICAL CONDITION OF THE PROPERTY BY ITS EXECUTION HEREOF, ACKNOWLEDGES THAT (I) SELLER XXXXX AND HAS NOT MADE, DOES NOT MAKE AND SPECIFICALLY NEGATES AND DISCLAIMS RELIED UPON ANY WRITTEN OR ORAL REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS WARRANTIES OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVERSTATEMENTS, WHETHER EXPRESS OR IMPLIED, ORAL MADE BY SELLER, OR WRITTENANY PARTNER OF SELLER, PASTOR ANY AFFILIATE, PRESENT AGENT, EMPLOYEE, OR FUTURE OF, AS TO, CONCERNING OTHER REPRESENTATIVE OF ANY OF THE FOREGOING OR BY ANY BROKER OR ANY OTHER PERSON REPRESENTING OR PURPORTING TO REPRESENT SELLER WITH RESPECT TO THE PROPERTY, THE CONDITION OF THE PROPERTY OR ANY OTHER MATTER AFFECTING OR RELATING TO THE TRANSACTIONS CONTEMPLATED HEREBY. BUYER IS PURCHASING, AND AT CLOSING WILL ACCEPT, THE PROPERTY ON AN “AS IS,” “WHERE IS” AND “WITH ALL FAULTS” BASIS, WITHOUT REPRESENTATIONS, WARRANTIES AND/OR COVENANTS, EXPRESS OR IMPLIED, OF ANY KIND OR NATURE EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS AGREEMENT AND SELLER’S SPECIAL WARRANTY OF TITLE CONTAINED IN THE DEED. BUYER ACKNOWLEDGES THAT SELLER HAS MADE NO AGREEMENT TO ALTER, REPAIR OR IMPROVE THE PROPERTY. AS USED IN THE PRIOR PARAGRAPH, THE TERM “CONDITION OF THE PROPERTY” MEANS THE FOLLOWING MATTERS: (AI) THE VALUEQUALITY, NATURE, QUALITY OR NATURE AND ADEQUACY OF THE PHYSICAL CONDITION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, THE QUALITY OF THE DESIGN, LABOR AND MATERIALS USED TO CONSTRUCT THE IMPROVEMENTS INCLUDED IN THE PROPERTY; THE CONDITION OF STRUCTURAL ELEMENTS, FOUNDATIONS, ROOFS, GLASS, MECHANICAL, PLUMBING, ELECTRICAL, HVAC, SEWAGE, AND UTILITY COMPONENTS AND SYSTEMS; THE CAPACITY OR AVAILABILITY OF SEWER, WATER, SOIL AND OR OTHER UTILITIES; THE GEOLOGY, FLORA, FAUNA, SOILS, SUBSURFACE CONDITIONS, GROUNDWATER, LANDSCAPING, AND IRRIGATION OF OR WITH RESPECT TO THE PROPERTY; THE LOCATION OF THE PROPERTY IN OR NEAR ANY SPECIAL TAXING DISTRICT, FLOOD HAZARD ZONE, WETLANDS AREA, PROTECTED HABITAT, GEOLOGICAL FAULT OR SUBSIDENCE ZONE, HAZARDOUS WASTE DISPOSAL OR CLEAN-UP SITE, OR OTHER SPECIAL AREA; THE EXISTENCE, LOCATION, OR CONDITION OF INGRESS, EGRESS, ACCESS, AND PARKING; THE CONDITION OF THE PERSONAL PROPERTY AND ANY FIXTURES; AND THE PRESENCE OF ANY ASBESTOS OR OTHER HAZARDOUS MATERIALS, DANGEROUS, OR TOXIC SUBSTANCE, MATERIAL OR WASTE IN, ON, UNDER OR ABOUT THE PROPERTY AND THE IMPROVEMENTS LOCATED THEREON; AND (II) THE COMPLIANCE OR NON-COMPLIANCE OF SELLER OR THE OPERATION OF THE PROPERTY OR ANY PART THEREOF IN ACCORDANCE WITH, AND THE CONTENTS OF: (A) ALL CODES, LAWS, ORDINANCES, REGULATIONS, AGREEMENTS, LICENSES, PERMITS, APPROVALS AND APPLICATIONS OF OR WITH ANY GOVERNMENTAL AUTHORITIES ASSERTING JURISDICTION OVER THE PROPERTY, INCLUDING, WITHOUT LIMITATION, THOSE RELATING TO ZONING, BUILDING, PUBLIC WORKS, PARKING, FIRE AND POLICE ACCESS, HANDICAP ACCESS, LIFE SAFETY, SUBDIVISION AND SUBDIVISION SALES, AND HAZARDOUS MATERIALS, DANGEROUS, AND TOXIC SUBSTANCES, MATERIALS, CONDITIONS OR WASTE, INCLUDING, WITHOUT LIMITATION, THE PRESENCE OF HAZARDOUS MATERIALS IN, ON, UNDER OR ABOUT THE PROPERTY THAT WOULD CAUSE STATE OR FEDERAL AGENCIES TO ORDER A CLEAN UP OF THE PROPERTY UNDER ANY APPLICABLE LEGAL REQUIREMENTS; AND (B) ALL AGREEMENTS, COVENANTS, CONDITIONS, RESTRICTIONS (PUBLIC OR PRIVATE), CONDOMINIUM PLANS, DEVELOPMENT AGREEMENTS, SITE PLANS, BUILDING PERMITS, BUILDING RULES, AND OTHER INSTRUMENTS AND DOCUMENTS GOVERNING OR AFFECTING THE INCOME TO BE DERIVED FROM THE PROPERTYUSE, (C) THE SUITABILITY OF THE PROPERTY FOR ANY MANAGEMENT, AND ALL ACTIVITIES AND USES WHICH PURCHASER MAY CONDUCT THEREON, (D) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OPERATION OF THE PROPERTY. Buyer’s Initials: JF Except as specifically set forth in this Agreement, Xxxxx acknowledges and agrees that it has not (Eand shall not) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALSrely upon any statement and/or information from whomsoever made or given (including, IF ANYbut not limited to, INCORPORATED INTO THE PROPERTYany broker, attorney, agent, employee or other person representing or purporting to represent Seller) directly or indirectly, verbally or in writing, and Seller is not and shall not be liable or bound by any such statement and/or information. Except as specifically set forth in this Agreement, Seller specifically disclaims any representation, warranty or guaranty with respect to the Property, express or implied, including, but not limited to, any representation or warranty as to the Property’s condition, fitness for a particular purpose, quality, freedom from defects or contamination (F) THE MANNERwhether or not detectable by inspection), QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE PROPERTY, (G) THE COMPLIANCE OF OR BY THE PROPERTY OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, INCLUDING, BUT NOT LIMITED TO, THE AMERICANS WITH DISABILITIES ACT AND ANY RULES AND REGULATIONS PROMULGATED THEREUNDER OR IN CONNECTION THEREWITH, ORcompliance with zoning or other legal requirements or as to the availability or existence of any utility or other governmental or private services or as to the amount of taxes assessed to the Property.

Condition of Property. 13.1 “As Is” Purchase. AS A MATERIAL INDUCEMENT TO THE EXECUTION OF THIS AGREEMENT BY SELLER, BUYER ACKNOWLEDGES, REPRESENTS AND WARRANTS TO SELLER THAT BUYER IS ACQUIRING THE PROPERTY IS SOLD ON AN "AS-“AS IS, WHERE-IS" BASIS ,” IN ITS PRESENT STATE AND CONDITION AND “WITH NO WARRANTIES ALL FAULTS,” WITHOUT ANY REPRESENTATION BY SELLER OR REPRESENTATIONS OF ANY NATURE ITS REPRESENTATIVES AS TO THE CONDITION OF ANY MATTER EXCEPT AS OTHERWISE STATED IN THIS AGREEMENT, INCLUDING BUYER’S ABILITY TO SELL, LEASE OR MAKE IMPROVEMENTS TO THE PROPERTY AND/OR ANY PORTION THEREOF. NO PATENT OR LATENT CONDITION AFFECTING THE PROPERTY'S SUITABILITY FOR PROPERTY IN ANY PARTICULAR PURPOSE. PURCHASERWAY, BY ITS EXECUTION HEREOF, ACKNOWLEDGES THAT (I) SELLER HAS SUCH AS BUT NOT MADE, DOES NOT MAKE AND SPECIFICALLY NEGATES AND DISCLAIMS ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVERLIMITED TO THE MATTERS DESCRIBED ABOVE, WHETHER EXPRESS OR IMPLIEDNOT NOW KNOWN OR DISCOVERABLE, ORAL OR WRITTENHEREAFTER DISCOVERED, PAST, PRESENT OR FUTURE OF, AS TO, CONCERNING OR WITH RESPECT SHALL AFFECT BUYER’S OBLIGATION TO (A) THE VALUE, NATURE, QUALITY OR CONDITION OF PURCHASE THE PROPERTY, INCLUDINGOR GIVE RISE TO ANY RIGHT OF DAMAGES, WITHOUT LIMITATIONRESCISSION OR OTHERWISE AGAINST SELLER. BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT SELLER IS UNDER NO OBLIGATION TO MAKE ANY REPAIRS, THE WATER, SOIL AND GEOLOGY, (B) THE INCOME IMPROVEMENTS OR ALTERATIONS TO BE DERIVED FROM THE PROPERTY, (C) THE SUITABILITY OF THE PROPERTY AND THAT THE PURCHASE PRICE BEING PAID BY BUYER FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER MAY CONDUCT THEREON, (D) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROPERTY, (E) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED INTO THE PROPERTY, (F) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE PROPERTY, (G) THE COMPLIANCE OF OR BY THE PROPERTY OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS REFLECTS THE AS-IS NATURE OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, INCLUDING, BUT NOT LIMITED TO, THE AMERICANS WITH DISABILITIES ACT AND ANY RULES AND REGULATIONS PROMULGATED THEREUNDER OR IN CONNECTION THEREWITH, ORTHIS TRANSACTION.

Condition of Property. THE PROPERTY IS SOLD ON AN "AS-IS(a) PURCHASER ACKNOWLEDGES AND AGREES THAT, WHERE-IS" BASIS WITH NO WARRANTIES EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER SELLER, NOR ANY AGENT OR REPRESENTATIONS REPRESENTATIVE OF ANY NATURE AS TO THE CONDITION OF THE PROPERTY AND/OR THE PROPERTY'S SUITABILITY FOR ANY PARTICULAR PURPOSE. PURCHASER, BY ITS EXECUTION HEREOF, ACKNOWLEDGES THAT (I) SELLER HAS NOT MADE, DOES AND SELLER IS NOT MAKE AND SPECIFICALLY NEGATES AND DISCLAIMS LIABLE OR RESPONSIBLE FOR OR BOUND IN ANY MANNER BY, ANY EXPRESS OR IMPLIED REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS AGREEMENTS, OBLIGATIONS, GUARANTEES, STATEMENT, INFORMATION OR GUARANTIES OF INDUCEMENTS PERTAINING TO THE PROPERTY OR ANY KIND OR CHARACTER WHATSOEVERPART THEREOF, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE OF, AS TO, CONCERNING OR WITH RESPECT TITLE TO (A) THE VALUE, NATURE, QUALITY OR CONDITION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATIONTHE PHYSICAL CONDITION THEREOF, THE WATERENVIRONMENTAL CONDITION THEREOF, SOIL THE FITNESS AND GEOLOGYQUALITY THEREOF, (B) THE INCOME TO EXPENSES OR OPERATION THEREOF, AND THE VALUE AND PROFITABILITY THEREOF, THE USES WHICH CAN BE DERIVED FROM THE PROPERTYMADE THEREOF, (C) CURRENT AND FUTURE ZONING, THE SUITABILITY OF THE PROPERTY OR ANY PORTION THEREOF FOR RENOVATION OR CONSTRUCTION, OR ANY OTHER MATTER OR THING WHATSOEVER WITH RESPECT THERETO. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, PURCHASER FOREVER RELEASES AND DISCHARGES SELLER FROM ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER MAY CONDUCT THEREON, (D) OBLIGATIONS WITH RESPECT TO THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROPERTY, (E) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED INTO THE PROPERTY, (F) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE PROPERTY, (G) THE COMPLIANCE OF OR BY THE PROPERTY OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODYFOREGOING, INCLUDING, BUT NOT LIMITED TO, ANY AND ALL CLAIMS OR OTHER LIABILITIES WHATSOEVER WITH RESPECT THERETO. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, PURCHASER ACKNOWLEDGES, AGREES, REPRESENTS AND WARRANTS THAT PURCHASER IS NOT RELYING UPON ANY REPRESENTATION OR WARRANTY OF ANY SELLER PARTY (AS HEREINAFTER DEFINED), NOR ANY BROKER OR REPRESENTATIVE OF SELLER, WHETHER IMPLIED, PRESUMED OR EXPRESSLY PROVIDED AT LAW OR OTHERWISE, AND THAT IT HAS HAD SUCH ACCESS TO THE AMERICANS WITH DISABILITIES ACT PROPERTY AND TO INFORMATION AND DATA RELATING TO ALL OF SAME AS PURCHASER HAS CONSIDERED NECESSARY, PRUDENT, APPROPRIATE OR DESIRABLE FOR THE PURPOSES OF THIS TRANSACTION. WITHOUT LIMITING THE FOREGOING, PURCHASER ACKNOWLEDGES AND AGREES THE PURCHASER IS PURCHASING THE MEMBERSHIP INTERESTS “AS-IS”, EXCEPT AS OTHERWISE SET FORTH HEREIN. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT SELLER IS UNDER NO DUTY TO MAKE ANY RULES AND REGULATIONS PROMULGATED THEREUNDER INQUIRY REGARDING ANY MATTER THAT MAY OR IN CONNECTION THEREWITHMAY NOT BE KNOWN TO ANY SELLER PARTY OR ANY BROKER OF SELLER. THIS SECTION SHALL SURVIVE THE CLOSING, OR, IF THE CLOSING DOES NOT OCCUR, SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT.

Condition of Property. EXCEPT AS OTHERWISE SET FORTH IN THIS AGREEMENT, BUYER IS PURCHASING THE PROPERTY IS SOLD ON AN "“AS-IS, WHERE-IS" BASIS WHERE IS AND WITH NO WARRANTIES OR REPRESENTATIONS OF ANY NATURE AS ALL FAULTS” IN ITS PRESENT CONDITION, SUBJECT TO THE CONDITION REASONABLE USE, WEAR, TEAR AND NATURAL DETERIORATION OF THE PROPERTY AND/BETWEEN THE DATE HEREOF AND THE CLOSING DATE AND FURTHER AGREES THAT (a) SELLER SHALL NOT BE LIABLE FOR ANY LATENT OR PATENT OR OTHER DEFECTS IN THE PROPERTY'S SUITABILITY FOR , (b) EXCEPT AS EXPRESSLY SET FORTH HEREIN, NEITHER MANAGER, SELLER, NOR ANY PARTICULAR PURPOSE. PURCHASER, BY ITS EXECUTION HEREOF, ACKNOWLEDGES THAT (I) SELLER OTHER RELEASED PARTY HAS NOT MADE, DOES NOT MADE OR WILL MAKE AND SPECIFICALLY NEGATES AND DISCLAIMS OR WILL BE ALLEGED TO HAVE MADE ANY VERBAL OR WRITTEN REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS PROMISES OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVERWHATSOEVER TO BUYER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE OF, AS TO, CONCERNING OR WITH RESPECT TO (A) THE VALUE, NATURE, QUALITY OR CONDITION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, THE WATER, SOIL AND GEOLOGY, (B) THE INCOME TO BE DERIVED FROM THE PROPERTY, (C) THE SUITABILITY OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER MAY CONDUCT THEREON, (D) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROPERTY, (E) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED INTO THE PROPERTY, (F) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE PROPERTY, (G) THE COMPLIANCE OF OR BY REGARDING THE PROPERTY OR ITS OPERATION WITH ANY LAWSPART THEREOF, RULESOR ANYTHING RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT, ORDINANCES AND (c) BUYER, IN EXECUTING, DELIVERING AND PERFORMING THIS AGREEMENT, HAS NOT AND DOES NOT RELY UPON ANY STATEMENT, INFORMATION, OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY REPRESENTATION TO WHOMSOEVER MADE OR BODYGIVEN, INCLUDINGWHETHER TO BUYER OR OTHERS, BUT NOT LIMITED TOAND WHETHER DIRECTLY OR INDIRECTLY, THE AMERICANS WITH DISABILITIES ACT AND ANY RULES AND REGULATIONS PROMULGATED THEREUNDER VERBALLY OR IN CONNECTION THEREWITHWRITING, ORMADE BY ANY PERSON, FIRM OR CORPORATION, EXCEPT AS EXPRESSLY SET FORTH HEREIN.

Condition of Property. Section 5.1 Sale “As Is”. THE PROPERTY IS SOLD ON AN "AS-ISTRANSACTION CONTEMPLATED BY THIS AGREEMENT HAS BEEN NEGOTIATED BETWEEN SELLER AND PURCHASER, WHERE-IS" BASIS WITH NO WARRANTIES OR REPRESENTATIONS THIS AGREEMENT REFLECTS THE MUTUAL AGREEMENT OF ANY NATURE AS TO THE CONDITION SELLER AND PURCHASER, AND PURCHASER HAS CONDUCTED ITS OWN INDEPENDENT EXAMINATION OF THE PROPERTY AND/AND THE DOCUMENTS. OTHER THAN THE SPECIFIC MATTERS REPRESENTED IN SECTION 8.1 HEREOF (AS LIMITED BY SECTION 16.1 OF THIS AGREEMENT), WHICH EXCEPTIONS SHALL APPLY TO ALL OF THE FOLLOWING PROVISIONS OF THIS SECTION 5.1, PURCHASER HAS NOT RELIED UPON AND WILL NOT RELY UPON, EITHER DIRECTLY OR THE PROPERTY'S SUITABILITY FOR INDIRECTLY, ANY PARTICULAR PURPOSE. PURCHASERREPRESENTATION, BY ITS EXECUTION HEREOFWARRANTY OR STATEMENT OF SELLER OR ANY OF SELLER’S AFFILIATES, AGENTS OR REPRESENTATIVES, AND PURCHASER HEREBY ACKNOWLEDGES THAT (I) SELLER HAS NOT MADE, DOES NOT MAKE AND SPECIFICALLY NEGATES AND DISCLAIMS ANY NO SUCH REPRESENTATIONS, WARRANTIES OR STATEMENTS HAVE BEEN MADE. SELLER SPECIFICALLY DISCLAIMS, AND NEITHER IT NOR ANY OF ITS AFFILIATES NOR ANY OTHER PERSON IS MAKING, ANY REPRESENTATION, WARRANTY, STATEMENTS OR ASSURANCE WHATSOEVER TO PURCHASER AND NO WARRANTIES, PROMISESREPRESENTATIONS, COVENANTS, AGREEMENTS STATEMENTS OR GUARANTIES ASSURANCES OF ANY KIND OR CHARACTER WHATSOEVERCHARACTER, WHETHER EITHER EXPRESS OR IMPLIED, ORAL ARE MADE BY SELLER OR WRITTEN, PAST, PRESENT OR FUTURE OF, AS TO, CONCERNING OR RELIED UPON BY PURCHASER WITH RESPECT TO (A) THE VALUESTATUS OF TITLE TO OR THE MAINTENANCE, NATUREREPAIR, QUALITY CONDITION, DESIGN OR CONDITION MARKETABILITY OF THE PROPERTY, INCLUDINGOR ANY PORTION THEREOF, WITHOUT LIMITATION, THE WATER, SOIL AND GEOLOGYINCLUDING BUT NOT LIMITED TO (a) ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY, (Bb) THE INCOME ANY IMPLIED OR EXPRESS WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, (c) ANY IMPLIED OR EXPRESS WARRANTY OF CONFORMITY TO BE DERIVED FROM MODELS OR SAMPLES OF MATERIALS, (d) ANY RIGHTS OF PURCHASER UNDER APPROPRIATE STATUTES OR OTHER LEGAL AUTHORITY TO CLAIM DIMINUTION OF CONSIDERATION, (e) ANY CLAIM BY PURCHASER FOR DAMAGES BECAUSE OF DEFECTS, WHETHER KNOWN, OR UNKNOWN, OR LATENT, WITH RESPECT TO THE PROPERTY, (Cf) THE SUITABILITY FINANCIAL CONDITION OR PROSPECTS OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER MAY CONDUCT THEREON, (D) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROPERTY, (E) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED INTO THE PROPERTY, (F) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE PROPERTY, (Gg) THE COMPLIANCE OR LACK THEREOF OF OR BY THE PROPERTY OR WITH GOVERNMENTAL REGULATIONS, IT BEING THE EXPRESS INTENTION OF SELLER AND PURCHASER THAT THE PROPERTY WILL BE CONVEYED AND TRANSFERRED TO PURCHASER IN ITS OPERATION PRESENT CONDITION AND STATE OF REPAIR, “AS IS” AND “WHERE IS”, WITH ANY LAWSALL FAULTS. Purchaser represents that it is a knowledgeable, RULESexperienced and sophisticated purchaser of real estate and the other types of interests contemplated to be sold hereunder, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODYand that it is relying solely on its own expertise and that of Purchaser’s consultants in purchasing the Property. Purchaser has conducted such inspections, INCLUDINGinvestigations and other independent examinations of the Property and related matters as Purchaser deems necessary, BUT NOT LIMITED TOincluding but not limited to the physical and environmental conditions thereof, THE AMERICANS WITH DISABILITIES ACT AND ANY RULES AND REGULATIONS PROMULGATED THEREUNDER OR IN CONNECTION THEREWITHand will rely upon same and not upon any statements of Seller or any of its Affiliates, ORor any of their respective partners, members, owners, officers, directors, employees, agents, representatives or attorneys. Purchaser acknowledges that all information obtained by Purchaser was 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 information heretofore or hereafter furnished to Purchaser. Upon Closing, Purchaser will assume the risk that adverse matters, including, but not limited to, adverse physical and environmental conditions, may not have been revealed by Purchaser’s inspections and investigations. Purchaser further hereby assumes the risk of changes in applicable Environmental Laws relating to past, present and future environmental health conditions on, or resulting from the ownership or operation of, the Property. Purchaser further acknowledges and agrees that there are no oral agreements, warranties or representations, collateral to or affecting the Property, by Seller, any Affiliate of Seller, any agent of Seller or its Affiliates 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 any real estate broker, agent, employee, servant or other person, unless the same are specifically set forth or referred to herein. Purchaser 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. Purchaser, with Purchaser’s counsel, has fully reviewed the disclaimers and waivers set forth in this Agreement, and understands the significance and effect thereof. Purchaser 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 Purchaser for the Purchase Price without the disclaimer and other agreements set forth in this Agreement. The terms and conditions of this Section 5.1 will expressly survive the Closing without limitation and will not merge with the provisions of any Closing documents.

Condition of Property. Purchaser acknowledges that, prior to Closing, Purchaser will have independently and personally inspected the Property and that Purchaser has entered into this Agreement based upon its ability to make such examination and inspection. NOTWITHSTANDING ANY PROVISION CONTAINED IN THIS AGREEMENT TO THE CONTRARY, EXCEPT ONLY FOR THE COVENANTS, REPRESENTATIONS AND WARRANTIES OF SELLER EXPRESSLY SET FORTH IN THIS AGREMEENT OR THE DOCUMENTS DELIVERED BY SELLER AT THE CLLOSING PURSUANT TO SECTION 8 BELOW, PURCHASER, ACKNOWLEDGES THAT PURCHASER IS PURCHASING THE PROPERTY IS SOLD ON AN IN "AS-IS, WHERE-IS" BASIS CONDITION "WITH NO WARRANTIES OR REPRESENTATIONS OF ANY NATURE ALL FAULTS" AS TO THE CONDITION OF THE PROPERTY AND/OR THE PROPERTY'S SUITABILITY FOR ANY PARTICULAR PURPOSE. PURCHASER, BY ITS EXECUTION HEREOF, ACKNOWLEDGES THAT (I) SELLER HAS NOT MADE, DOES NOT MAKE CLOSING AND SPECIFICALLY NEGATES AND DISCLAIMS EXPRESSLY WITHOUT ANY REPRESENTATIONS, WARRANTIES, PROMISESREPRESENTATIONS OR GUARANTEES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EITHER EXPRESS OR IMPLIED, ORAL FROM SELLER OR WRITTENANY OF THE SELLER INDEMNITEES AS TO, PASTAND PURCHASER, ON BEHALF OF ITSELF AND ITS SUCCESSORS AND ASSIGNS, INCLUDING, WITHOUT LIMITATION, ANY SUBSEQUENT OWNER OF THE PROPERTY OR ANY PORTION THEREOF, WAIVES ALL CLAIMS AGAINST AND RIGHT TO RECOVER FROM, RELEASES AND AGREES TO INDEMNIFY, DEFEND AND HOLD HARMLESS SELLER AND THE SELLER INDEMNITEES OF AND FROM ANY AND ALL PRESENT OR FUTURE OFDEMANDS, AS CLAIMS, LEGAL OR ADMINISTRATIVE PROCEEDINGS, LOSSES, LIABILITIES, DAMAGES, PENALTIES, FINES, LIENS, JUDGMENTS, COSTS OR EXPENSES, KNOWN OR UNKNOWN, FORESEEN OR UNFORESEEN, ARISING FROM OR RELATING TO, CONCERNING OR WITH RESPECT TO : (AI) THE VALUEPROPERTY'S CONDITION, NATUREFITNESS FOR ANY PARTICULAR PURPOSES, QUALITY SUITABILITY, OR MERCHANTABILITY, (II) THE STRUCTURAL INTEGRITY OF AND/OR ANY DEFECTS IN THE IMPROVEMENTS, (III) THE ACCURACY OR COMPLETENESS OF ANY OF THE INFORMATION, DATA, MATERIALS OR CONCLUSIONS CONTAINED IN ANY INFORMATION PROVIDED PURCHASER, (IV) THE FAILURE OF THE PROPERTY TO COMPLY WITH ANY LAWS APPLICABLE TO THE PROPERTY, (V) ANY ENVIRONMENTAL CONDITION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, THE WATERPRESENCE OR ALLEGED PRESENCE OF ASBESTOS, SOIL RADON OR ANY HAZARDOUS MATERIALS OR HARMFUL OR TOXIC SUBSTANCES IN, ON, UNDER OR ABOUT THE PROPERTY, INCLUDING WITHOUT LIMITATION ANY CLAIMS UNDER OR ON ACCOUNT OF (A) THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION AND GEOLOGYLIABILITY ACT OF 1980 AND THE TEXAS SOLID WASTE DISPOSAL ACT, AS THE SAME MAY HAVE BEEN OR MAY BE AMENDED FROM TIME TO TIME, AND ANY REGULATIONS PROMULGATED THEREUNDER, (B) THE INCOME TO BE DERIVED FROM THE PROPERTYANY ENVIRONMENTAL LAW OR OTHER FEDERAL, STATE OR LOCAL LAW, ORDINANCE, RULE OR REGULATION, NOW OR HEREAFTER IN EFFECT, THAT DEALS WITH OR OTHERWISE IN ANY MANNER RELATES TO, ENVIRONMENTAL MATTERS OF ANY KIND, (C) THE SUITABILITY OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER MAY CONDUCT THEREONTHIS AGREEMENT, OR (D) THE HABITABILITYCOMMON LAW, MERCHANTABILITYOR (VI) ANY OTHER WARRANTY OF ANY KIND, MARKETABILITYNATURE, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE TYPE WHATSOEVER FROM SELLER OR ANY OTHER PARTY ON BEHALF OF SELLER. PURCHASER SHALL, AT ITS SOLE COST AND EXPENSE, CONDUCT AND RELY EXCLUSIVELY UPON ITS OWN INDEPENDENT INVESTIGATION IN THE EVALUATION OF THE PROPERTY. IF PURCHASER ACQUIRES THE PROPERTY, (E) PURCHASER ASSUMES ALL RISKS RELATING IN ANY MANNER TO THE MANNER PROPERTY OR QUALITY OF THE CONSTRUCTION OR MATERIALSANY DEFECTS THEREIN, IF ANY, INCORPORATED INTO THE PROPERTY, (F) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE PROPERTY, (G) THE COMPLIANCE OF OR BY THE PROPERTY OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY TYPE OR BODYNATURE WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, AND SHALL BE SOLELY AND COMPLETELY RESPONSIBLE FOR THE AMERICANS WITH DISABILITIES ACT PAYMENT OF ALL COSTS AND ANY RULES AND REGULATIONS PROMULGATED THEREUNDER OR EXPENSES IN CONNECTION THEREWITH. "Hazardous Materials" as referred to in this Agreement means any hazardous or toxic substances, ORmaterials or wastes, including, but not limited to, solid, semi-solid, liquid or gaseous substances which are toxic, ignitable, corrosive, carcinogenic or otherwise harmful or potentially harmful to human, plant or animal health or well-being, and any substances, materials or wastes which are or become regulated under any applicable local, state or federal law. The provisions of this paragraph shall survive any termination of or Closing under this Agreement, and, at Seller’s option, shall be set forth in the deed to be executed and delivered by Seller and Purchaser at Closing.

Condition of Property. 7.1 -“As-Is” Condition. BUYER HEREBY EXPRESSLY ACKNOWLEDGES AND AGREES THAT BUYER WILL HAVE, AS OF CLOSING, THOROUGHLY INSPECTED AND EXAMINED THE STATUS OF TITLE TO THE PROPERTY IS SOLD ON AN "AS-IS, WHERE-IS" BASIS WITH NO WARRANTIES OR REPRESENTATIONS OF ANY NATURE AS TO AND THE PHYSICAL CONDITION OF THE PROPERTY AND/OR TO THE EXTENT DEEMED NECESSARY BY BUYER IN ORDER TO ENABLE BUYER TO EVALUATE THE PURCHASE OF THE PROPERTY'S SUITABILITY . BUYER HEREBY FURTHER ACKNOWLEDGES AND AGREES THAT, EXCEPT FOR ANY PARTICULAR PURPOSE. PURCHASERTHE REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS AGREEMENT, BUYER IS RELYING SOLELY UPON THE INSPECTION, EXAMINATION, AND EVALUATION OF THE PHYSICAL CONDITION OF THE PROPERTY BY ITS EXECUTION HEREOFBUYER AND, ACKNOWLEDGES THAT (I) SELLER EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS AGREEMENT, HAS NOT MADE, DOES NOT MAKE AND SPECIFICALLY NEGATES AND DISCLAIMS RELIED UPON ANY WRITTEN OR ORAL REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS WARRANTIES OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVERSTATEMENTS, WHETHER EXPRESS OR IMPLIED, ORAL MADE BY SELLER, OR WRITTENANY PARTNER OF SELLER, PASTOR ANY AFFILIATE, PRESENT AGENT, EMPLOYEE, OR FUTURE OF, AS TO, CONCERNING OTHER REPRESENTATIVE OF ANY OF THE FOREGOING OR BY ANY BROKER OR ANY OTHER PERSON REPRESENTING OR PURPORTING TO REPRESENT SELLER WITH RESPECT TO THE PROPERTY, THE CONDITION OF THE PROPERTY OR ANY OTHER MATTER AFFECTING OR RELATING TO THE TRANSACTIONS CONTEMPLATED HEREBY. BUYER IS PURCHASING, AND AT CLOSING WILL ACCEPT, THE PROPERTY ON AN “AS IS,” “WHERE IS” AND “WITH ALL FAULTS” BASIS, WITHOUT REPRESENTATIONS, WARRANTIES AND/OR COVENANTS, EXPRESS OR IMPLIED, OF ANY KIND OR NATURE, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS AGREEMENT. BUYER ACKNOWLEDGES THAT SELLER HAS MADE NO AGREEMENT TO ALTER, REPAIR OR IMPROVE THE PROPERTY EXCEPT AS SET FORTH HEREIN. AS USED IN THE PRIOR PARAGRAPH, THE TERM “CONDITION OF THE PROPERTY” MEANS THE FOLLOWING MATTERS: (AI) THE VALUEQUALITY, NATURE, QUALITY OR NATURE AND ADEQUACY OF THE PHYSICAL CONDITION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, THE QUALITY OF THE DESIGN, LABOR AND MATERIALS USED TO CONSTRUCT THE IMPROVEMENTS INCLUDED IN THE PROPERTY; THE CONDITION OF STRUCTURAL ELEMENTS, FOUNDATIONS, ROOFS, GLASS, MECHANICAL, PLUMBING, ELECTRICAL, HVAC, SEWAGE, AND UTILITY COMPONENTS AND SYSTEMS; THE CAPACITY OR AVAILABILITY OF SEWER, WATER, SOIL AND OR OTHER UTILITIES; THE GEOLOGY, FLORA, FAUNA, SOILS, SUBSURFACE CONDITIONS, GROUNDWATER, LANDSCAPING, AND IRRIGATION OF OR WITH RESPECT TO THE PROPERTY, THE LOCATION OF THE PROPERTY IN OR NEAR ANY SPECIAL TAXING DISTRICT, FLOOD HAZARD ZONE, WETLANDS AREA, PROTECTED HABITAT, GEOLOGICAL FAULT OR SUBSIDENCE ZONE, HAZARDOUS WASTE DISPOSAL OR CLEAN-UP SITE, OR OTHER SPECIAL AREA, THE EXISTENCE, LOCATION, OR CONDITION OF INGRESS, EGRESS, ACCESS, AND PARKING; THE CONDITION OF THE PERSONAL PROPERTY AND ANY FIXTURES; AND THE PRESENCE OF ANY ASBESTOS OR OTHER HAZARDOUS MATERIALS, DANGEROUS, OR TOXIC SUBSTANCE, MATERIAL OR WASTE IN, ON, UNDER OR ABOUT THE PROPERTY AND THE IMPROVEMENTS LOCATED THEREON; AND (II) THE COMPLIANCE OR NON-COMPLIANCE OF THE SELLER OR THE OPERATION OF THE PROPERTY OR ANY PART THEREOF IN ACCORDANCE WITH, AND THE CONTENTS OF, (A) ALL CODES, LAWS, ORDINANCES, REGULATIONS, AGREEMENTS, LICENSES, PERMITS, APPROVALS AND APPLICATIONS OF OR WITH ANY GOVERNMENTAL AUTHORITIES ASSERTING JURISDICTION OVER THE PROPERTY, INCLUDING, WITHOUT LIMITATION, THOSE RELATING TO ZONING, BUILDING, PUBLIC WORKS, PARKING, FIRE AND POLICE ACCESS, HANDICAP ACCESS, LIFE SAFETY, SUBDIVISION AND SUBDIVISION SALES, AND HAZARDOUS MATERIALS, DANGEROUS, AND TOXIC SUBSTANCES, MATERIALS, CONDITIONS OR WASTE, INCLUDING, WITHOUT LIMITATION, THE PRESENCE OF HAZARDOUS MATERIALS IN, ON, UNDER OR ABOUT THE PROPERTY THAT WOULD CAUSE STATE OR FEDERAL AGENCIES TO ORDER A CLEAN UP OF THE PROPERTY UNDER ANY APPLICABLE LEGAL REQUIREMENTS AND (B) ALL AGREEMENTS, COVENANTS, CONDITIONS, RESTRICTIONS (PUBLIC OR PRIVATE), CONDOMINIUM PLANS, DEVELOPMENT AGREEMENTS, SITE PLANS, BUILDING PERMITS, BUILDING RULES, AND OTHER INSTRUMENTS AND DOCUMENTS GOVERNING OR AFFECTING THE INCOME TO BE DERIVED FROM THE PROPERTYUSE, (C) THE SUITABILITY OF THE PROPERTY FOR ANY MANAGEMENT, AND ALL ACTIVITIES AND USES WHICH PURCHASER MAY CONDUCT THEREON, (D) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OPERATION OF THE PROPERTY. Buyer’s Initials: JSW Except as specifically set forth in this Agreement, Buyer acknowledges and agrees that it has not (Eand shall not) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALSrely upon any statement and/or information from whomsoever made or given (including, IF ANYbut not limited to, INCORPORATED INTO THE PROPERTYany broker, attorney, agent, employee or other person representing or purporting to represent Seller) directly or indirectly, verbally or in writing, and Seller is not and shall not be liable or bound by any such statement and/or information. Except as specifically set forth in this Agreement, Seller specifically disclaims any representation, warranty or guaranty with respect to the Property, express or implied, including, but not limited to, any representation or warranty as to the Property’s condition, fitness for a particular purpose, quality, freedom from defects or contamination (F) THE MANNERwhether or not detectable by inspection), QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE PROPERTY, (G) THE COMPLIANCE OF OR BY THE PROPERTY OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, INCLUDING, BUT NOT LIMITED TO, THE AMERICANS WITH DISABILITIES ACT AND ANY RULES AND REGULATIONS PROMULGATED THEREUNDER OR IN CONNECTION THEREWITH, ORcompliance with zoning or other legal requirements or as to the availability or existence of any utility or other governmental or private services or as to the amount of taxes assessed to the Property.

Condition of Property. 7.1 “As-Is” Condition. BUYER HEREBY EXPRESSLY ACKNOWLEDGES AND AGREES THAT BUYER WILL HAVE, AS OF CLOSING, THOROUGHLY INSPECTED AND EXAMINED THE PROPERTY IS SOLD ON AN "AS-IS, WHERE-IS" BASIS WITH NO WARRANTIES OR REPRESENTATIONS STATUS OF ANY NATURE AS TITLE TO THE PROPERTIES AND THE PHYSICAL CONDITION OF THE PROPERTY AND/OR PROPERTIES TO THE EXTENT DEEMED NECESSARY BY BUYER IN ORDER TO ENABLE BUYER TO EVALUATE THE PURCHASE OF THE PROPERTY'S SUITABILITY . BUYER HEREBY FURTHER ACKNOWLEDGES AND AGREES THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS AGREEMENT OR IN THE DEEDS, GROUND LEASE ASSIGNMENT, ASSIGNMENTS OF LEASES, GENERAL ASSIGNMENTS, BRING DOWN CERTIFICATES AND ANY PARTICULAR PURPOSE. PURCHASERSELLER ESTOPPELS, RESPECTIVELY, EXECUTED BY ITS EXECUTION HEREOFANY SELLER AND DELIVERED TO BUYER AT CLOSING (SUCH DOCUMENTS, ACKNOWLEDGES THAT (I) SELLER COLLECTIVELY, THE "CLOSING DOCUMENTS"), BUYER IS RELYING SOLELY UPON THE INSPECTION, EXAMINATION, AND EVALUATION OF THE PHYSICAL CONDITION OF THE PROPERTIES BY BUYER AND HAS NOT MADE, DOES NOT MAKE AND SPECIFICALLY NEGATES AND DISCLAIMS RELIED UPON ANY WRITTEN OR ORAL REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS WARRANTIES OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVERSTATEMENTS, WHETHER EXPRESS OR IMPLIED, ORAL MADE BY ANY SELLER, OR WRITTENANY PARTNER OF ANY SELLER, PASTOR ANY AFFILIATE, PRESENT AGENT, EMPLOYEE, OR FUTURE OF, AS TO, CONCERNING OTHER REPRESENTATIVE OF ANY OF THE FOREGOING OR BY ANY BROKER OR ANY OTHER PERSON REPRESENTING OR PURPORTING TO REPRESENT ANY SELLER WITH RESPECT TO (A) THE VALUEPROPERTIES, NATURE, QUALITY OR THE CONDITION OF THE PROPERTYPROPERTIES OR ANY OTHER MATTER AFFECTING OR RELATING TO THE TRANSACTIONS CONTEMPLATED HEREBY. BUYER IS PURCHASING, AND AT CLOSING WILL ACCEPT, THE PROPERTIES ON AN “AS IS,” “WHERE IS” AND “WITH ALL FAULTS” BASIS, WITHOUT REPRESENTATIONS, WARRANTIES AND/OR COVENANTS, EXPRESS OR IMPLIED, OF ANY KIND OR NATURE; EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS AGREEMENT. BUYER ACKNOWLEDGES THAT SELLERS HAVE MADE NO AGREEMENT TO ALTER, REPAIR OR IMPROVE THE PROPERTIES EXCEPT AS EXPRESSLY DESCRIBED HEREIN. AS USED IN THE PRIOR PARAGRAPH, THE TERM “CONDITION OF THE PROPERTIES” MEANS THE FOLLOWING MATTERS: (I) THE QUALITY, NATURE AND ADEQUACY OF THE PHYSICAL CONDITION OF THE PROPERTIES, INCLUDING, WITHOUT LIMITATION, THE QUALITY OF THE DESIGN, LABOR AND MATERIALS USED TO CONSTRUCT THE IMPROVEMENTS INCLUDED IN THE PROPERTIES; THE CONDITION OF STRUCTURAL ELEMENTS, FOUNDATIONS, ROOFS, GLASS, MECHANICAL, PLUMBING, ELECTRICAL, HVAC, SEWAGE, AND UTILITY COMPONENTS AND SYSTEMS; THE CAPACITY OR AVAILABILITY OF SEWER, WATER, SOIL AND OR OTHER UTILITIES; THE GEOLOGY, FLORA, FAUNA, SOILS, SUBSURFACE CONDITIONS, GROUNDWATER, LANDSCAPING, AND IRRIGATION OF OR WITH RESPECT TO THE PROPERTIES; THE LOCATION OF THE PROPERTIES IN OR NEAR ANY SPECIAL TAXING DISTRICT, FLOOD HAZARD ZONE, WETLANDS AREA, PROTECTED HABITAT, GEOLOGICAL FAULT OR SUBSIDENCE ZONE, HAZARDOUS WASTE DISPOSAL OR CLEAN-UP SITE, OR OTHER SPECIAL AREA; THE EXISTENCE, LOCATION, OR CONDITION OF INGRESS, EGRESS, ACCESS, AND PARKING; THE CONDITION OF THE PERSONAL PROPERTY AND ANY IMPROVEMENTS; AND THE PRESENCE OF ANY ASBESTOS OR OTHER HAZARDOUS MATERIALS, DANGEROUS, OR TOXIC SUBSTANCE, MATERIAL OR WASTE IN, ON, UNDER OR ABOUT THE PROPERTIES AND THE IMPROVEMENTS LOCATED THEREON; AND (II) THE COMPLIANCE OR NON-COMPLIANCE OF ANY SELLER OR THE OPERATION OF THE PROPERTIES OR ANY PART THEREOF IN ACCORDANCE WITH, AND THE CONTENTS OF: (A) ALL CODES, LAWS, ORDINANCES, REGULATIONS, AGREEMENTS, LICENSES, PERMITS, APPROVALS AND APPLICATIONS OF OR WITH ANY GOVERNMENTAL AUTHORITIES ASSERTING JURISDICTION OVER THE PROPERTIES, INCLUDING, WITHOUT LIMITATION, THOSE RELATING TO ZONING, BUILDING, PUBLIC WORKS, PARKING, FIRE AND POLICE ACCESS, HANDICAP ACCESS, LIFE SAFETY, SUBDIVISION AND SUBDIVISION SALES, AND HAZARDOUS MATERIALS, DANGEROUS, AND TOXIC SUBSTANCES, MATERIALS, CONDITIONS OR WASTE, INCLUDING, WITHOUT LIMITATION, THE PRESENCE OF HAZARDOUS MATERIALS IN, ON, UNDER OR ABOUT THE PROPERTIES THAT WOULD CAUSE STATE OR FEDERAL AGENCIES TO ORDER A CLEAN UP OF THE PROPERTIES UNDER ANY APPLICABLE LEGAL REQUIREMENTS; AND (B) ALL AGREEMENTS, COVENANTS, CONDITIONS, RESTRICTIONS (PUBLIC OR PRIVATE), CONDOMINIUM PLANS, DEVELOPMENT AGREEMENTS, SITE PLANS, BUILDING PERMITS, BUILDING RULES, AND OTHER INSTRUMENTS AND DOCUMENTS GOVERNING OR AFFECTING THE INCOME TO BE DERIVED FROM THE PROPERTYUSE, (C) THE SUITABILITY MANAGEMENT, AND OPERATION OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER MAY CONDUCT THEREONPROPERTIES. Buyer’s Initials: /s/Xxxx Xxxxx Except as specifically set forth in this Agreement or any Closing Documents, Buyer acknowledges and agrees that it has not (Dand shall not) THE HABITABILITYrely upon any statement and/or information from whomsoever made or given (including, MERCHANTABILITYbut not limited to, MARKETABILITYany broker, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROPERTYattorney, agent, employee or other person representing or purporting to represent any Seller) directly or indirectly, verbally or in writing, and Sellers are not and shall not be liable or bound by any such statement and/or information. Except as specifically set forth in this Agreement or any Closing Documents, Sellers specifically disclaim any representation, warranty or guaranty with respect to the Properties, express or implied, including, but not limited to, any representation or warranty as to the Properties’ condition, fitness for a particular purpose, quality, freedom from defects or contamination (E) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALSwhether or not detectable by inspection), IF ANY, INCORPORATED INTO THE PROPERTY, (F) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE PROPERTY, (G) THE COMPLIANCE OF OR BY THE PROPERTY OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, INCLUDING, BUT NOT LIMITED TO, THE AMERICANS WITH DISABILITIES ACT AND ANY RULES AND REGULATIONS PROMULGATED THEREUNDER OR IN CONNECTION THEREWITH, ORcompliance with zoning or other legal requirements or as to the availability or existence of any utility or other governmental or private services or as to the amount of taxes assessed to the Properties.

Condition of Property. THE BUYER UDERSTANDS THAT THE SELLER ACQUIRED THE PROPERTY IS SOLD ON AN "ASBY FORECLOSURE, DEED-ISIN-LIEU OF FORECLOSURE, WHERE-IS" BASIS WITH FORFEITURE, TAX SALE, OR SIMILAR PROCESS, AND CONSEQUENTLY, THE SELLER HAS LITTLE OR NO WARRANTIES OR REPRESENTATIONS OF ANY NATURE AS TO DIRECT KNOWLEDGE CONCERNING THE CONDITION OF THE PROPERTY. AS A MATERIAL PART OF THE CONSIDERATION BUYER (Initials) SELLER (Initials) -6- TO BE RECEIVED BY THE SELLER UNDER THE AGREEMENT AS NEGOTIATED AND AGREED TO BY THE BUYER AND THE SELLER, THE BUYER ACKNOWLEDGES AND AGREES TO ACCEPT THE PROPERTY AND/IN “AS IS” CONDITION AT THE TIME OF CLOSING, INCLUDING, WITHOUT LIMITATION, ANY HIDDEN DEFECTS OR ENVIRONMENTAL CONDITIONS AFFECTING THE PROPERTY'S SUITABILITY FOR ANY PARTICULAR PURPOSE, WHETHER KNOWN OR UNKNOWN, WHETHER SUCH DEFECTS OR CONDITIONS WERE DISCOVERABLE THROUGH INSPECTION OR NOT. PURCHASER, BY ITS EXECUTION HEREOF, THE BUYER ACKNOWLEDGES THAT (I) SELLER HAS THE SELLER, AND ITS AGENTS, BROKERS, AND REPRESENTATIVES HAVE NOT MADE, DOES NOT MAKE AND THE SELLER SPECIFICALLY NEGATES AND DISCLAIMS DISCLAIMS, ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS AGREEMENTS, OR GUARANTIES OF ANY KIND GUARANTEES, IMPLIED OR CHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIEDEXPRESS, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE OF, AS TO, CONCERNING OR WITH RESPECT TO (A) THE VALUE, NATURE, QUALITY OR CONDITION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, THE WATER, SOIL AND GEOLOGY, (B) THE INCOME TO BE DERIVED FROM THE PROPERTY, (C) THE SUITABILITY OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER MAY CONDUCT THEREON, (D) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROPERTY, (E) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED INTO THE PROPERTY, (F) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE PROPERTY, (G) THE COMPLIANCE OF OR BY THE PROPERTY OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, INCLUDING, BUT NOT LIMITED TO, THE AMERICANS WITH DISABILITIES ACT AND ANY RULES AND REGULATIONS PROMULGATED THEREUNDER OR IN CONNECTION THEREWITH, OR:

Condition of Property. AS-IS SALE. BUYER ACKNOWLEDGES AND REPRESENTS THAT THEY HAVE CONDUCTED OR WILL CONDUCT THEIR OWN INSPECTION AND INVESTIGATION OF THE PROPERTY, AND OF PUBLIC RECORDS PERTAINING TO SELLER AND THE FACILITY AND AGREES TO ACCEPT AT CLOSING, SUBJECT TO THE REPRESENTATIONS AND WARRANTIES CONTAINED IN SECTION 7.1, THE PROPERTY IS SOLD ON AN IN ITS "AS-AS IS, WHERE-WHERE IS" BASIS WITH NO WARRANTIES OR REPRESENTATIONS OF ANY NATURE CONDITION AS TO THE CONDITION OF THE PROPERTY AND/OR EFFECTIVE DATE, AND "WITH ALL FAULTS"; AND FURTHER ACKNOWLEDGES AND AGREES THAT, EXCEPT FOR THE PROPERTY'S SUITABILITY FOR ANY PARTICULAR PURPOSE. PURCHASERREPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENT, BY ITS EXECUTION HEREOF, ACKNOWLEDGES THAT (I) SELLER HAS NOT MADE, MADE AND DOES NOT MAKE MAKE, AND SPECIFICALLY NEGATES AND DISCLAIMS SELLER HEREBY EXPRESSLY DISCLAIMS, ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OTHER REPRESENTATIONS OR GUARANTIES WARRANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIEDIMPLIED WITH RESPECT TO THE PROPERTY, ORAL INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY OR WRITTEN, PAST, PRESENT FITNESS FOR A PARTICULAR PURPOSE AND REPRESENTATIONS OR FUTURE OF, AS TO, CONCERNING OR WARRANTIES WITH RESPECT TO (A) THE VALUE, NATURE, QUALITY OR CONDITION COMPLIANCE OF THE PROPERTY, INCLUDINGINCLUDING ITS USE OR OPERATION, WITHOUT LIMITATIONWITH THE AMERICANS WITH DISABILITIES ACT, ANY OTHER DISCRIMINATION LAW, OR ANY FEDERAL, STATE OR LOCAL LAW, RULE OR REGULATION RELATING TO THE WATER, SOIL LICENSING AND GEOLOGYCERTIFICATION OF THE PROPERTY AS A SENIOR HOUSING FACILITY OR PARTICIPATION IN THE MEDICARE AND MEDICAID PROGRAMS, (B) THE INCOME ASSIGNMENT OR TRANSFERABILITY OF ANY OF THE GOVERNMENTAL LICENSES, CERTIFICATES OR PERMITS TO BE DERIVED FROM OPERATE THE PROPERTYPROPERTY AS A SENIOR HOUSING FACILITY, AND (C) THE SUITABILITY EFFECT ON THE PROPERTY, CONDITION OF THE PROPERTY FOR (FINANCIAL OR OTHERWISE), OR THE RESULTS OF ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER MAY CONDUCT THEREONENACTED, (D) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY PUBLISHED OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROPERTY, (E) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED INTO THE PROPERTY, (F) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE PROPERTY, (G) THE COMPLIANCE OF OR BY THE PROPERTY OR ITS OPERATION WITH ANY REPORTED LAWS, RULES, ORDINANCES REGULATIONS OR REGULATIONS JUDICIAL OR ADMINISTRATIVE DECISIONS OR ACTIONS OF ANY APPLICABLE GOVERNMENTAL OR QUASI-GOVERNMENTAL AGENCY HAVING REGULATORY OR OTHER AUTHORITY (WHETHER HAVING RETROACTIVE OR BODYPROSPECTIVE EFFECT) RESPECTING MATTERS OF LICENSURE, INCLUDINGSURVEY, BUT NOT LIMITED TO, OR REIMBURSEMENT. THE AMERICANS WITH DISABILITIES ACT AND ANY RULES AND REGULATIONS PROMULGATED THEREUNDER OR IN CONNECTION THEREWITH, ORPROVISIONS OF THIS PARAGRAPH SHALL SURVIVE THE CLOSING.

Condition of Property. THE PROPERTY IS SOLD ON AN "AS-IS(a) PURCHASER ACKNOWLEDGES AND AGREES THAT, WHERE-IS" BASIS WITH NO WARRANTIES EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER SELLER, NOR ANY AGENT OR REPRESENTATIONS REPRESENTATIVE OF ANY NATURE AS TO THE CONDITION OF THE PROPERTY AND/OR THE PROPERTY'S SUITABILITY FOR ANY PARTICULAR PURPOSE. PURCHASER, BY ITS EXECUTION HEREOF, ACKNOWLEDGES THAT (I) SELLER HAS NOT MADE, DOES AND SELLER IS NOT MAKE AND SPECIFICALLY NEGATES AND DISCLAIMS LIABLE OR RESPONSIBLE FOR OR BOUND IN ANY MANNER BY, ANY EXPRESS OR IMPLIED REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS AGREEMENTS, OBLIGATIONS, GUARANTEES, STATEMENT, INFORMATION OR GUARANTIES OF INDUCEMENTS PERTAINING TO THE PROPERTY OR ANY KIND OR CHARACTER WHATSOEVERPART THEREOF, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE OF, AS TO, CONCERNING OR WITH RESPECT TITLE TO (A) THE VALUE, NATURE, QUALITY OR CONDITION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATIONTHE PHYSICAL CONDITION THEREOF, THE WATERENVIRONMENTAL CONDITION THEREOF, SOIL THE FITNESS AND GEOLOGYQUALITY THEREOF, (B) THE INCOME TO EXPENSES OR OPERATION THEREOF, AND THE VALUE AND PROFITABILITY THEREOF, THE USES WHICH CAN BE DERIVED FROM THE PROPERTYMADE THEREOF, (C) CURRENT AND FUTURE ZONING, THE SUITABILITY OF THE PROPERTY OR ANY PORTION THEREOF FOR RENOVATION OR CONSTRUCTION, OR ANY OTHER MATTER OR THING WHATSOEVER WITH RESPECT THERETO. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, PURCHASER FOREVER RELEASES AND DISCHARGES SELLER FROM ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER MAY CONDUCT THEREON, (D) OBLIGATIONS WITH RESPECT TO THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROPERTY, (E) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED INTO THE PROPERTY, (F) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE PROPERTY, (G) THE COMPLIANCE OF OR BY THE PROPERTY OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODYFOREGOING, INCLUDING, BUT NOT LIMITED TO, ANY AND ALL CLAIMS OR OTHER LIABILITIES WHATSOEVER WITH RESPECT THERETO. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, PURCHASER ACKNOWLEDGES, AGREES, REPRESENTS AND WARRANTS THAT PURCHASER IS NOT RELYING UPON ANY REPRESENTATION OR WARRANTY OF ANY SELLER PARTY (AS HEREINAFTER DEFINED), NOR ANY BROKER OR REPRESENTATIVE OF SELLER, WHETHER IMPLIED, PRESUMED OR EXPRESSLY PROVIDED AT LAW OR OTHERWISE, AND THAT IT HAS HAD SUCH ACCESS TO THE AMERICANS WITH DISABILITIES ACT PROPERTY AND TO INFORMATION AND DATA RELATING TO ALL OF SAME AS PURCHASER HAS CONSIDERED NECESSARY, PRUDENT, APPROPRIATE OR DESIRABLE FOR THE PURPOSES OF THIS TRANSACTION. WITHOUT LIMITING THE FOREGOING, PURCHASER ACKNOWLEDGES AND AGREES THE PURCHASER IS PURCHASING THE PARTNERSHIP INTERESTS “AS-IS”, EXCEPT AS OTHERWISE SET FORTH HEREIN. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT SELLER IS UNDER NO DUTY TO MAKE ANY RULES AND REGULATIONS PROMULGATED THEREUNDER INQUIRY REGARDING ANY MATTER THAT MAY OR IN CONNECTION THEREWITHMAY NOT BE KNOWN TO ANY SELLER PARTY OR ANY BROKER OF SELLER. THIS SECTION SHALL SURVIVE THE CLOSING, OR, IF THE CLOSING DOES NOT OCCUR, SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT.

Condition of Property. (a) "AS IS" CONVEYANCE. THE DEVELOPER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT THE COUNTY IS CONVEYING AND THE DEVELOPER IS OBTAINING THE PROPERTY IS SOLD ON AN "AS-IS, WHERE-ISAS IS WITH ALL FAULTS" BASIS WITH NO AND THAT THE DEVELOPER IS NOT RELYING ON ANY REPRESENTATIONS OR WARRANTIES OR REPRESENTATIONS OF ANY NATURE KIND WHATSOEVER, EXPRESS OR IMPLIED, FROM THE COUNTY AS TO ANY MATTERS CONCERNING THE PROPERTY, INCLUDING WITHOUT LIMITATION: (A) THE QUALITY, NATURE, ADEQUACY AND PHYSICAL CONDITION OF THE PROPERTY AND/OR THE PROPERTY'S SUITABILITY FOR ANY PARTICULAR PURPOSE. PURCHASER, BY ITS EXECUTION HEREOF, ACKNOWLEDGES THAT (I) SELLER HAS NOT MADE, DOES NOT MAKE AND SPECIFICALLY NEGATES AND DISCLAIMS ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE OF, AS TO, CONCERNING OR WITH RESPECT TO (A) THE VALUE, NATURE, QUALITY OR CONDITION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, THE TOPOGRAPHY, CLIMATE, AIR, WATER RIGHTS, WATER, SOIL GAS, ELECTRICITY, UTILITY SERVICES, GRADING, DRAINAGE, SEWERS, ACCESS TO PUBLIC ROADS AND GEOLOGY, RELATED CONDITIONS); (B) THE INCOME TO BE DERIVED FROM THE PROPERTYQUALITY, NATURE, ADEQUACY, AND PHYSICAL CONDITION OF SOILS, GEOLOGY AND GROUNDWATER, (C) THE SUITABILITY EXISTENCE, QUALITY, NATURE, ADEQUACY AND PHYSICAL CONDITION OF UTILITIES SERVING THE PROPERTY, (D) THE DEVELOPMENT POTENTIAL OF THE PROPERTY, AND THE PROPERTY'S USE, HABITABILITY, MERCHANTABILITY, OR FITNESS, SUITABILITY, VALUE OR ADEQUACY OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER MAY CONDUCT THEREON, (D) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROPERTYPURPOSE, (E) THE MANNER ZONING OR QUALITY OTHER LEGAL STATUS OF THE CONSTRUCTION PROPERTY OR MATERIALS, IF ANY, INCORPORATED INTO ANY OTHER PUBLIC OR PRIVATE RESTRICTIONS ON THE USE OF THE PROPERTY, (F) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE PROPERTY, (G) THE COMPLIANCE OF OR BY THE PROPERTY OR ITS OPERATION WITH ANY APPLICABLE CODES, LAWS, RULESREGULATIONS, ORDINANCES OR REGULATIONS STATUTES, ORDINANCES, COVENANTS, CONDITIONS AND RESTRICTIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODYQUASI- GOVERNMENTAL ENTITY OR OF ANY OTHER PERSON OR ENTITY, (G) THE PRESENCE OR ABSENCE OF HAZARDOUS MATERIALS ON, UNDER OR ABOUT THE PROPERTY OR THE ADJOINING OR NEIGHBORING PROPERTY, AND (H) THE CONDITION OF TITLE TO THE PROPERTY. THE DEVELOPER AFFIRMS THAT THE DEVELOPER HAS NOT RELIED ON THE SKILL OR JUDGMENT OF THE COUNTY OR ANY OF ITS RESPECTIVE AGENTS, EMPLOYEES OR CONTRACTORS TO SELECT OR FURNISH THE PROPERTY FOR ANY PARTICULAR PURPOSE, AND THAT THE COUNTY MAKES NO WARRANTY THAT THE PROPERTY IS FIT FOR ANY PARTICULAR PURPOSE. THE DEVELOPER ACKNOWLEDGES THAT IT SHALL USE ITS INDEPENDENT JUDGMENT AND MAKE ITS OWN DETERMINATION AS TO THE SCOPE AND BREADTH OF ITS DUE DILIGENCE INVESTIGATION WHICH IT SHALL MAKE RELATIVE TO THE PROPERTY AND SHALL RELY UPON ITS OWN INVESTIGATION OF THE PHYSICAL, ENVIRONMENTAL, ECONOMIC AND LEGAL CONDITION OF THE PROPERTY (INCLUDING, BUT NOT LIMITED TOWITHOUT LIMITATION, WHETHER THE AMERICANS 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). THE DEVELOPER UNDERTAKES AND ASSUMES ALL RISKS ASSOCIATED WITH DISABILITIES ACT AND ALL MATTERS PERTAINING TO THE PROPERTY'S LOCATION IN ANY RULES AND REGULATIONS PROMULGATED THEREUNDER AREA DESIGNATED AS A SPECIAL FLOOD HAZARD AREA, DAM FAILURE INUNDATION AREA, EARTHQUAKE FAULT ZONE, SEISMIC HAZARD ZONE, HIGH FIRE SEVERITY AREA OR IN CONNECTION THEREWITHWILDLAND FIRE AREA, ORBY ANY FEDERAL, STATE OR LOCAL AGENCY.

Condition of Property. 8.1 Condition of the Property. LESSEE ACKNOWLEDGES AND AGREES THAT IT IS RENTING THE PROPERTY IS SOLD ON AN "AS-IS, WHERE-AS IS" BASIS WITH NO WARRANTIES WITHOUT REPRESENTATION, WARRANTY OR REPRESENTATIONS OF ANY NATURE AS TO THE CONDITION OF THE PROPERTY AND/OR THE PROPERTY'S SUITABILITY FOR ANY PARTICULAR PURPOSE. PURCHASER, BY ITS EXECUTION HEREOF, ACKNOWLEDGES THAT COVENANT (I) SELLER HAS NOT MADE, DOES NOT MAKE AND SPECIFICALLY NEGATES AND DISCLAIMS ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE OF, AS TO, CONCERNING OR WITH RESPECT ) BY LESSOR AND SUBJECT TO (A) THE VALUE, NATURE, QUALITY OR CONDITION EXISTING STATE OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, THE WATER, SOIL AND GEOLOGYTITLE (EXCLUDING LESSOR LIENS), (B) THE INCOME TO BE DERIVED FROM THE PROPERTYRIGHTS OF ANY PARTIES IN POSSESSION THEREOF, (C) ANY STATE OF FACTS WHICH AN ACCURATE SURVEY OR PHYSICAL INSPECTION MIGHT SHOW AND (D) VIOLATIONS OF LEGAL REQUIREMENTS WHICH MAY EXIST ON THE SUITABILITY DATE HEREOF. NONE OF LESSOR, THE INVESTOR, THE AGENT AND ANY LENDER HAS MADE OR SHALL BE DEEMED TO HAVE MADE ANY REPRESENTATION, WARRANTY OR COVENANT (EXPRESS OR IMPLIED, INCLUDING THE CONDITION OF ANY IMPROVEMENTS THEREON, THE SOIL CONDITION, OR ANY 11 7 ENVIRONMENTAL OR HAZARDOUS MATERIAL CONDITION) OR SHALL BE DEEMED TO HAVE ANY LIABILITY WHATSOEVER AS TO THE TITLE (OTHER THAN FOR LESSOR LIENS), VALUE, HABITABILITY, USE, CONDITION, DESIGN, OPERATION, OR FITNESS FOR USE OF THE PROPERTY (OR ANY PART THEREOF), OR ANY OTHER REPRESENTATION, WARRANTY OR COVENANT WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROPERTY (OR ANY PART THEREOF) AND NONE OF LESSOR, THE INVESTOR, THE AGENT AND ANY LENDER SHALL BE LIABLE FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER MAY CONDUCT THEREONLATENT, (D) HIDDEN, OR PATENT DEFECT THEREIN OR THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE FAILURE OF THE PROPERTY, (E) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALSANY PART THEREOF, IF ANY, INCORPORATED INTO THE PROPERTY, (F) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE PROPERTY, (G) THE COMPLIANCE OF OR BY THE PROPERTY OR ITS OPERATION TO COMPLY WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, INCLUDING, BUT NOT LIMITED TO, THE AMERICANS WITH DISABILITIES ACT AND ANY RULES AND REGULATIONS PROMULGATED THEREUNDER OR IN CONNECTION THEREWITH, ORLEGAL REQUIREMENT.

Condition of Property. THE BUYER UNDERSTANDS THAT THE SELLER ACQUIRED THE PROPERTY IS SOLD ON AN "ASBY FORECLOSURE, DEED -IN-ISLIEU OF FORECLOSURE, WHERE-IS" BASIS WITH FORFEITURE, TAX SALE, OR SIMILAR PROCESS, AND CONSEQUENTLY, THE SELLER HAS LITTLE OR NO WARRANTIES OR REPRESENTATIONS OF ANY NATURE AS TO DIRECT KNOWLEDGE CONCERNING THE CONDITION OF THE PROPERTY. AS A MATERIAL PART OF THE CONSIDERATION TO BE RECEIVED BY THE SELLER BUYER (Initials) /s/CJ SELLER (Initials) /s/RW UNDER THE AGREEMENT AS NEGOTIATED AND AGREED TO BY THE BUYER AND THE SELLER, THE BUYER ACKNOWLEDGES AND AGREES TO ACCEPT THE PROPERTY AND/IN “AS IS” CONDITION AT THE TIME OF CLOSING, INCLUDING, WITHOUT LIMITATION, ANY HIDDEN DEFECTS OR ENVIRONMENTAL CONDITIONS AFFECTING THE PROPERTY'S SUITABILITY FOR ANY PARTICULAR PURPOSE, WHETHER KNOWN OR UNKNOWN, WHETHER SUCH DEFECTS OR CONDITIONS WERE DISCOVERABLE THROUGH INSPECTION OR NOT. PURCHASER, BY ITS EXECUTION HEREOF, THE BUYER ACKNOWLEDGES THAT (I) SELLER HAS THE SELLER, AND ITS AGENTS, BROKERS, AND REPRESENTATIVES HAVE NOT MADE, DOES NOT MAKE AND THE SELLER SPECIFICALLY NEGATES AND DISCLAIMS DISCLAIMS, ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS AGREEMENTS, OR GUARANTIES OF ANY KIND GUARANTEES, IMPLIED OR CHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIEDEXPRESS, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE OF, AS TO, CONCERNING OR WITH RESPECT TO (A) THE VALUE, NATURE, QUALITY OR CONDITION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, THE WATER, SOIL AND GEOLOGY, (B) THE INCOME TO BE DERIVED FROM THE PROPERTY, (C) THE SUITABILITY OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER MAY CONDUCT THEREON, (D) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROPERTY, (E) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED INTO THE PROPERTY, (F) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE PROPERTY, (G) THE COMPLIANCE OF OR BY THE PROPERTY OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, INCLUDING, BUT NOT LIMITED TO, THE AMERICANS WITH DISABILITIES ACT AND ANY RULES AND REGULATIONS PROMULGATED THEREUNDER OR IN CONNECTION THEREWITH, OR:

Condition of Property. THE 8.1 Condition of the Property. LESSEE ACKNOWLEDGES AND AGREES THAT IT IS RENTING EACH PROPERTY IS SOLD ON AN "AS-IS, WHERE-AS IS" BASIS WITH NO WARRANTIES WITHOUT REPRESENTATION, WARRANTY OR REPRESENTATIONS OF ANY NATURE AS TO THE CONDITION OF THE PROPERTY AND/OR THE PROPERTY'S SUITABILITY FOR ANY PARTICULAR PURPOSE. PURCHASER, BY ITS EXECUTION HEREOF, ACKNOWLEDGES THAT COVENANT (I) SELLER HAS NOT MADE, DOES NOT MAKE AND SPECIFICALLY NEGATES AND DISCLAIMS ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE OF, ) BY LESSOR (EXCEPT AS TO, CONCERNING OR WITH RESPECT EXPRESSLY PROVIDED IN THE OPERATIVE AGREEMENTS) AND SUBJECT TO (A) THE VALUE, NATURE, QUALITY OR CONDITION EXISTING STATE OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, THE WATER, SOIL AND GEOLOGYTITLE, (B) THE INCOME TO BE DERIVED FROM THE PROPERTYRIGHTS OF ANY PARTIES IN POSSESSION THEREOF, (C) ANY STATE OF FACTS WHICH AN ACCURATE SURVEY OR PHYSICAL INSPECTION MIGHT SHOW AND (D) VIOLATIONS OF LEGAL REQUIREMENTS WHICH MAY EXIST ON THE SUITABILITY DATE HEREOF. NONE OF LESSOR, THE INVESTOR, THE AGENT AND ANY LENDER HAS MADE OR SHALL BE DEEMED TO HAVE MADE ANY REPRESENTATION, WARRANTY OR COVENANT (EXPRESS OR IMPLIED, INCLUDING THE CONDITION OF ANY IMPROVEMENTS THEREON, THE SOIL CONDITION, OR ANY ENVIRONMENTAL OR HAZARDOUS MATERIAL CONDITION) OR SHALL BE DEEMED TO HAVE ANY LIABILITY WHATSOEVER AS TO THE TITLE, VALUE, HABITABILITY, USE, CONDITION, DESIGN, OPERATION, OR FITNESS FOR USE OF THE PROPERTY (OR ANY PART THEREOF), OR ANY OTHER REPRESENTATION, WARRANTY OR COVENANT WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO ANY PROPERTY (OR ANY PART THEREOF) AND NONE OF LESSOR, THE INVESTOR, THE AGENT AND ANY LENDER SHALL BE LIABLE FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER MAY CONDUCT THEREONLATENT, (D) HIDDEN, OR PATENT DEFECT THEREIN OR THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE FAILURE OF THE ANY PROPERTY, (E) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALSANY PART THEREOF, IF ANY, INCORPORATED INTO THE PROPERTY, (F) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE PROPERTY, (G) THE COMPLIANCE OF OR BY THE PROPERTY OR ITS OPERATION TO COMPLY WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, INCLUDING, BUT NOT LIMITED TO, THE AMERICANS WITH DISABILITIES ACT AND ANY RULES AND REGULATIONS PROMULGATED THEREUNDER OR IN CONNECTION THEREWITH, ORLEGAL REQUIREMENT.

Condition of Property. PURCHASER HEREBY EXPRESSLY ACKNOWLEDGES AND AGREES THAT PURCHASER WILL HAVE, AS OF CLOSING, THOROUGHLY INSPECTED AND EXAMINED THE STATUS OF TITLE TO THE PROPERTY IS SOLD ON AN "AS-IS, WHERE-IS" BASIS WITH NO WARRANTIES OR REPRESENTATIONS AND THE PHYSICAL CONDITIONS OF ANY NATURE AS THE PROPERTY TO THE EXTENT DEEMED NECESSARY BY PURCHASER IN ORDER TO ENABLE PURCHASER TO EVALUATE THE PURCHASE OF THE PROPERTY. PURCHASER HEREBY FURTHER ACKNOWLEDGES AND AGREES THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS AGREEMENT, PURCHASER IS RELYING SOLELY UPON THE INSPECTION, EXAMINATION, AND EVALUATION OF THE PHYSICAL CONDITION OF THE PROPERTY BY PURCHASER AND THAT PURCHASER IS PURCHASING, AND AT CLOSING WILL ACCEPT, THE PROPERTY ON AN “AS IS,” “WHERE IS” AND “WITH ALL FAULTS” BASIS, WITHOUT REPRESENTATIONS, WARRANTIES AND/OR THE PROPERTY'S SUITABILITY FOR ANY PARTICULAR PURPOSE. PURCHASER, BY ITS EXECUTION HEREOF, ACKNOWLEDGES THAT (I) SELLER HAS NOT MADE, DOES NOT MAKE AND SPECIFICALLY NEGATES AND DISCLAIMS ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OF ANY AND EVERY KIND OR WRITTENNATURE. PURCHASER AT CLOSING IS ACCEPTING THE PROPERTY WITH ONLY THE WARRANTIES OF TITLE CONTAINED IN THE DEED OR AS EXPRESSLY STATED THEREIN OR AS EXPLICITLY STATED ON EXHIBIT B TO THIS AGREEMENT. EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT, PASTSELLER SPECIFICALLY DISCLAIMS ANY REPRESENTATION, PRESENT WARRANTY OR FUTURE OF, AS TO, CONCERNING OR GUARANTY WITH RESPECT TO (A) THE VALUE, NATURE, QUALITY OR CONDITION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, THE WATER, SOIL AND GEOLOGY, (B) THE INCOME TO BE DERIVED FROM THE PROPERTY, (C) THE SUITABILITY OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER MAY CONDUCT THEREON, (D) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY EXPRESS OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROPERTY, (E) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED INTO THE PROPERTY, (F) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE PROPERTY, (G) THE COMPLIANCE OF OR BY THE PROPERTY OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODYIMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY REPRESENTATION OR WARRANTY AS TO THE AMERICANS PROPERTY’S CONDITION, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, FREEDOM FROM DEFECTS OR CONTAMINATION (WHETHER OR NOT DETECTABLE BY INSPECTION), COMPLIANCE WITH DISABILITIES ACT AND ZONING OR OTHER LEGAL REQUIREMENTS OR AS TO THE AVAILABILITY OR EXISTENCE OF ANY RULES AND REGULATIONS PROMULGATED THEREUNDER UTILITY OR IN CONNECTION THEREWITH, OROTHER GOVERNMENTAL OR PRIVATE SERVICES OR AS TO THE AMOUNT OF TAXES ASSESSED TO THE PROPERTY.

Condition of Property. 4.1 SALE “AS IS”. PURCHASER ACKNOWLEDGES AND AGREES THAT EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE PROPERTY IS SOLD ON AN "AS-IS, WHERE-IS" BASIS WITH NO WARRANTIES OR REPRESENTATIONS OF ANY NATURE AS TO THE CONDITION TRANSFER OF THE PROPERTY AND/OR AND THE PROPERTY'S SUITABILITY FOR ANY PARTICULAR PURPOSERELATED TRANSFER OF THE BUSINESS PURSUANT TO THE PURCHASE OF THE TARGET GENERAL PARTNERSHIP INTEREST SHALL BE ON AN “AS IS”, “WHERE IS”, “WITH ALL FAULTS” BASIS. PURCHASEROTHER THAN AS SPECIFICALLY SET OUT HEREIN, BY ITS EXECUTION HEREOF, ACKNOWLEDGES THAT (I) SELLER HAS NOT MADE, DOES NOT MAKE AND SPECIFICALLY NEGATES AND DISCLAIMS ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER ALL EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE OF, AS TO, IMPLIED WARRANTIES OF EVERY NATURE CONCERNING OR WITH RESPECT TO (A) THE VALUE, NATURE, QUALITY OR CONDITION OF THE PROPERTY, INCLUDINGTHE RELATED TRANSFER OF THE BUSINESS, WITHOUT LIMITATION, AND THE WATER, SOIL AND GEOLOGY, (B) PURCHASE OF THE INCOME TO BE DERIVED FROM TARGET GENERAL PARTNERSHIP INTEREST. PURCHASER ACKNOWLEDGES THAT THE PROPERTY, (C) PURCHASE PRICE REFLECTS THE SUITABILITY “AS IS” NATURE OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER MAY CONDUCT THEREON, (D) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROPERTYBUSINESS, (E) THE MANNER AND ANY FAULTS, LIABILITIES, DEFECTS OR QUALITY OF THE CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED INTO THE PROPERTY, (F) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE PROPERTY, (G) THE COMPLIANCE OF OR BY OTHER ADVERSE MATTERS THAT MAY BE ASSOCIATED WITH THE PROPERTY OR THE BUSINESS. PURCHASER HAS FULLY REVIEWED THE DISCLAIMERS AND WAIVERS SET FORTH IN THIS AGREEMENT WITH ITS OPERATION WITH ANY LAWSCOUNSEL AND UNDERSTANDS THE SIGNIFICANCE AND EFFECT THEREOF. PURCHASER ACKNOWLEDGES AND AGREES THAT THE DISCLAIMERS AND OTHER AGREEMENTS SET FORTH IN THIS ARTICLE 4 ARE AN INTEGRAL PART OF THIS AGREEMENT AND THAT SELLER, RULES, ORDINANCES OR REGULATIONS WOULD NOT HAVE AGREED TO SELL THE PROPERTY AND THE BUSINESS PURSUANT TO THE SALE OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, INCLUDING, BUT NOT LIMITED TO, THE AMERICANS WITH DISABILITIES ACT TARGET GENERAL PARTNERSHIP INTEREST TO PURCHASER FOR THE PURCHASE PRICE WITHOUT THE DISCLAIMERS AND ANY RULES AND REGULATIONS PROMULGATED THEREUNDER OR OTHER AGREEMENTS SET FORTH IN CONNECTION THEREWITH, ORTHIS ARTICLE 4.

Condition of Property. THE PROPERTY IS SOLD ON AN Except as otherwise expressly provided in this Contract, Buyer hereby acknowledges and agrees that the sale of the Property hereunder is and will be made on an "AS-AS IS, WHERE-WHERE IS" BASIS AND WITH NO WARRANTIES OR REPRESENTATIONS OF ANY NATURE AS TO THE CONDITION OF THE PROPERTY AND/OR THE PROPERTY'S SUITABILITY FOR ANY PARTICULAR PURPOSE. PURCHASER, BY ITS EXECUTION HEREOF, ACKNOWLEDGES ALL FAULTS AND THAT (I) SELLER HAS NOT MADE, DOES NOT MAKE AND SPECIFICALLY NEGATES AND DISCLAIMS ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS WARRANTIES OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT PRESENT, FUTURE OR FUTURE OTHERWISE, OF, AS TO, CONCERNING OR WITH RESPECT TO (A) THE VALUETO, NATURE, QUALITY OR CONDITION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, (1) ENVIRONMENTAL MATTERS RELATING TO THE PROPERTY OR ANY PORTION THEREOF, (2) SURFACE AND SUBSURFACE GEOLOGICAL AND SOILS CONDITIONS, (3) WHETHER OR NOT AND TO THE EXTENT TO WHICH THE PROPERTY OR ANY PORTION THEREOF IS AFFECTED BY ANY WATER, SOIL AND GEOLOGYFLOOD HAZARD OR FLOOD LIKELIHOOD, (B4) DRAINAGE ISSUES, CONDITIONS OR PROBLEMS, (5) THE INCOME AVAILABILITY OF ANY UTILITIES TO BE DERIVED FROM THE PROPERTY OR ANY PORTION THEREOF, (6) USAGES OF ADJOINING PROPERTY, (7) ACCESS TO THE PROPERTY OR ANY PORTION THEREOF, (8) THE VALUE, SIZE, LOCATION, AGE, USE, DESIGN, QUALITY, DESCRIPTION, DURABILITY, STRUCTURAL INTEGRITY, OPERATION, TITLE TO, OR PHYSICAL CONDITION OF THE PROPERTY OR ANY INCOME, EXPENSES, CHARGES, LIENS, ENCUMBRANCES, RIGHTS, OR CLAIMS ON OR AFFECTING, OR PERTAINING TO, THE PROPERTY OR ANY PART THEREOF, (9) THE PRESENCE OF HAZARDOUS MATERIALS OR SUBSTANCES IN OR ON, UNDER OR IN THE VICINITY OF THE PROPERTY, (C10) THE SUITABILITY CONDITION OR CURRENT OR POTENTIAL USE OF THE PROPERTY OR COMPLIANCE OF THE PROPERTY WITH ANY OR ALL PAST, PRESENT OR FUTURE FEDERAL, STATE OR LOCAL ORDINANCES, RULES, REGULATIONS OR LAWS, BUILDING, FIRE OR ZONING ORDINANCES, CODES OR OTHER SIMILAR LAWS, (11) THE EXISTENCE OR NON-EXISTENCE OF UNDERGROUND STORAGE TANKS, OR (12) THE MERCHANTABILITY OF THE PROPERTY OR FITNESS OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER MAY CONDUCT THEREON, (D) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROPERTY(BUYER AFFIRMING THAT BUYER HAS NOT RELIED ON SELLER'S SKILL OR JUDGMENT TO SELECT OR FURNISH PROPERTY FOR ANY PARTICULAR PURPOSE, (E) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED INTO THE PROPERTY, (F) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE PROPERTY, (G) THE COMPLIANCE OF OR BY AND THAT SELLER MAKES NO WARRANTY THAT THE PROPERTY OR ITS OPERATION WITH IS FIT FOR ANY LAWSPARTICULAR PURPOSE). Buyer further acknowledges and agrees that any information provided or to be provided with respect to the Property including, RULESwithout limitation, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODYthe due diligence materials, INCLUDINGwas obtained from a variety of sources and that, BUT NOT LIMITED TOexcept as expressly set forth in this Contract, THE AMERICANS WITH DISABILITIES ACT AND ANY RULES AND REGULATIONS PROMULGATED THEREUNDER OR IN CONNECTION THEREWITHSeller has not made any independent investigation or verification of such information and makes no representations as to the accuracy or completeness of such information. Seller shall not be liable for any failure to investigate the Property nor shall Seller be bound in any manner by any verbal or written statements, ORrepresentations, appraisals, environmental assessment reports, or other information pertaining to the Property or the operation thereof, furnished by Seller or by any real estate broker, attorney, agent, representative, employee, servant or other person acting on Seller's behalf, except for the express representations and warranties of Seller set forth in this Contract. It is expressly understood and agreed that the amount of the Purchase Price reflects, and the Property is being sold by Seller and purchased by Buyer subject to, the foregoing disclaimers, which shall survive the Closing.

Condition of Property. THE PROPERTY IS SOLD ON AN "AS-ISEXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, WHERE-IS" BASIS WITH NO SELLER HAS NOT MADE AND DOES NOT HEREBY MAKE ANY REPRESENTATIONS, WARRANTIES OR REPRESENTATIONS OF ANY NATURE OTHER STATEMENTS AS TO THE CONDITION OF THE PROPERTY AND/OR THE PROPERTY'S SUITABILITY FOR ANY PARTICULAR PURPOSE. PURCHASER, BY ITS EXECUTION HEREOF, AND PURCHASER ACKNOWLEDGES THAT (I) SELLER HAS NOT MADEAT CLOSING IT IS PURCHASING THE PROPERTY ON AN "AS IS, DOES NOT MAKE WHERE IS" BASIS AND SPECIFICALLY NEGATES WITHOUT RELYING ON ANY REPRESENTATIONS AND DISCLAIMS ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES WARRANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL FROM SELLER, ITS AGENTS OR WRITTENBROKERS AS TO ANY MATTERS CONCERNING THE PROPERTY, PASTEXCEPT AS SET FORTH IN THIS AGREEMENT. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, PRESENT NO REPRESENTATIONS OR FUTURE OFWARRANTIES HAVE BEEN MADE OR ARE MADE AND NO RESPONSIBILITY HAS BEEN OR IS ASSUMED BY SELLER OR BY ANY PARTNER, OFFICER, PERSON, FIRM, AGENT OR REPRESENTATIVE ACTING OR PURPORTING TO ACT ON BEHALF OF SELLER AS TOTO THE CONDITION OR REPAIR OF THE PROPERTY OR THE VALUE, CONCERNING EXPENSE OF OPERATION, OR INCOME POTENTIAL THEREOF OR AS TO ANY OTHER FACT OR CONDITION WHICH HAS OR MIGHT AFFECT THE PROPERTY OR THE CONDITION, REPAIR, VALUE, EXPENSE OF OPERATION OR INCOME POTENTIAL OF THE PROPERTY OR ANY PORTION THEREOF. THE PARTIES AGREE THAT ALL UNDERSTANDINGS AND AGREEMENTS HERETOFORE MADE BETWEEN THEM OR THEIR RESPECTIVE AGENTS OR REPRESENTATIVES WITH RESPECT TO (A) THE VALUESALE OF THE PROPERTY ARE MERGED IN THIS AGREEMENT AND THE SCHEDULES AND EXHIBITS HERETO ANNEXED, NATUREWHICH ALONE FULLY AND COMPLETELY EXPRESS THEIR AGREEMENT, QUALITY AND THAT THIS AGREEMENT HAS BEEN ENTERED INTO AFTER FULL INVESTIGATION, OR WITH THE PARTIES SATISFIED WITH THE OPPORTUNITY AFFORDED FOR INVESTIGATION, NEITHER PARTY RELYING UPON ANY STATEMENT OR REPRESENTATION BY THE OTHER UNLESS SUCH STATEMENT OR REPRESENTATION IS SPECIFICALLY EMBODIED IN THIS AGREEMENT OR THE EXHIBITS ANNEXED HERETO. PURCHASER ACKNOWLEDGES THAT SELLER HAS REQUESTED PURCHASER TO INSPECT FULLY THE PROPERTY AND INVESTIGATE ALL MATTERS RELEVANT THERETO AND, WITH RESPECT TO THE CONDITION OF THE PROPERTY, INCLUDINGTO RELY SOLELY UPON THE RESULTS OF PURCHASER'S OWN INSPECTIONS OR OTHER INFORMATION OBTAINED OR OTHERWISE AVAILABLE TO PURCHASER, WITHOUT LIMITATION, THE WATER, SOIL AND GEOLOGY, (B) THE INCOME RATHER THAN ANY INFORMATION THAT MAY HAVE BEEN PROVIDED BY SELLER TO BE DERIVED FROM THE PROPERTY, (C) THE SUITABILITY OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER MAY CONDUCT THEREON, (D) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROPERTY, (E) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED INTO THE PROPERTY, (F) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE PROPERTY, (G) THE COMPLIANCE OF OR BY THE PROPERTY OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, INCLUDING, BUT NOT LIMITED TO, THE AMERICANS WITH DISABILITIES ACT AND ANY RULES AND REGULATIONS PROMULGATED THEREUNDER OR IN CONNECTION THEREWITH, ORPURCHASER.

Condition of Property. PURCHASER IS PURCHASING THE PROPERTY IS SOLD ON AN "“AS-IS, WHERE-IS" BASIS WHERE IS AND WITH NO WARRANTIES OR REPRESENTATIONS OF ANY NATURE AS ALL FAULTS” IN ITS PRESENT CONDITION, SUBJECT TO THE CONDITION REASONABLE USE, WEAR, TEAR AND NATURAL DETERIORATION OF THE PROPERTY AND/OR BETWEEN THE PROPERTY'S SUITABILITY EFFECTIVE DATE AND THE CLOSING DATE AND FURTHER AGREES THAT (i) SELLER SHALL NOT BE LIABLE FOR ANY PARTICULAR PURPOSE. PURCHASERLATENT OR PATENT DEFECTS IN THE PROPERTY AND (ii) EXCEPT AS EXPRESSLY SET FORTH HEREIN OR IN ANY SELLER’S DOCUMENT DELIVERED BY SELLER AT CLOSING, BY ITS EXECUTION HEREOFNEITHER SELLER, ACKNOWLEDGES THAT (I) ANY AFFILIATE NOR ANY DIRECT OR INDIRECT AGENT, MEMBER, PARTNER, EMPLOYEE OR REPRESENTATIVE OF SELLER EITHER HAS NOT MADE, DOES NOT MADE OR WILL MAKE AND SPECIFICALLY NEGATES AND DISCLAIMS OR WILL BE ALLEGED TO HAVE MADE ANY VERBAL OR WRITTEN REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS PROMISES OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL REGARDING THE PROPERTY OR WRITTENANY PART THEREOF, PASTOR ANYTHING RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT, PRESENT AND (iii) PURCHASER, IN EXECUTING, DELIVERING AND PERFORMING THIS AGREEMENT, HAS NOT AND DOES NOT RELY UPON ANY STATEMENT, INFORMATION, OR FUTURE OFREPRESENTATION TO WHOMSOEVER MADE OR GIVEN, WHETHER TO PURCHASER OR OTHERS, AND WHETHER DIRECTLY OR INDIRECTLY, VERBALLY OR IN WRITING, MADE BY ANY PERSON, EXCEPT AS TOEXPRESSLY SET FORTH HEREIN OR IN ANY SELLER’S DOCUMENT DELIVERED BY SELLER AT CLOSING. IN ADDITION TO THE FOREGOING, CONCERNING IF PURCHASER FAILS TO TERMINATE PRIOR TO 12:00 P.M. ON THE DUE DILIGENCE DATE, THEN PURCHASER SHALL BE DEEMED TO HAVE REPRESENTED THAT PURCHASER HAS EXAMINED ALL OF THOSE ITEMS SET FORTH IN THE DUE DILIGENCE MATERIALS AND IS FAMILIAR WITH THE PHYSICAL AND ENVIRONMENTAL CONDITION OF THE PROPERTY AND HAS CONDUCTED SUCH INVESTIGATION OF THE AFFAIRS AND CONDITION OF THE PROPERTY AS PURCHASER HAS CONSIDERED APPROPRIATE. AS OF THE EFFECTIVE DATE, PURCHASER SHALL BE DEEMED TO HAVE REPRESENTED THAT (I) EXCEPT AS EXPRESSLY SET FORTH HEREIN, NEITHER SELLER, ANY AFFILIATE OF SELLER NOR ANY DIRECT OR INDIRECT AGENT, MEMBER, PARTNER, EMPLOYEE OR REPRESENTATIVE OF SELLER EITHER HAS MADE OR WILL MAKE OR WILL BE ALLEGED TO HAVE MADE ANY VERBAL OR WRITTEN REPRESENTATIONS, WARRANTIES, PROMISES OR GUARANTIES WHATSOEVER TO PURCHASER, WHETHER EXPRESS OR IMPLIED, AND, IN PARTICULAR, THAT NO SUCH REPRESENTATIONS, WARRANTIES, PROMISES OR GUARANTIES HAVE BEEN MADE OR WILL BE MADE OR WILL BE ALLEGED TO HAVE BEEN MADE WITH RESPECT TO THE PHYSICAL CONDITION, ENVIRONMENTAL CONDITION OR OPERATION OF THE PROPERTY, THE ACTUAL OR PROJECTED REVENUE AND EXPENSES OF THE PROPERTY, THE ENFORCEABILITY OF ANY THIRD-PARTY AGREEMENT(S) (A) INCLUDING, WITHOUT LIMITATION, ANY DEALER LEASES OR GUARANTIES), THE VALUEZONING AND OTHER LAWS, NATUREREGULATIONS AND RULES APPLICABLE TO THE PROPERTY OR THE COMPLIANCE OF THE PROPERTY THEREWITH, THE QUANTITY, QUALITY OR CONDITION OF THE PROPERTYARTICLES OF PERSONAL PROPERTY AND FIXTURES INCLUDED IN THE TRANSACTIONS CONTEMPLATED HEREBY, THE USE OR OCCUPANCY OF THE PROPERTY OR ANY PART THEREOF OR ANY OTHER MATTER OR THING AFFECTING OR RELATED TO THE PROPERTY OR THE TRANSACTIONS CONTEMPLATED HEREBY, EXCEPT AS, AND SOLELY TO THE EXTENT, HEREIN SPECIFICALLY SET FORTH, (II) EXCEPT AS EXPRESSLY SET FORTH HEREIN OR IN ANY SELLER’S DOCUMENT DELIVERED BY SELLER AT CLOSING, NEITHER SELLER, ANY AFFILIATE OF SELLER NOR ANY DIRECT OR INDIRECT AGENT, MEMBER, PARTNER, EMPLOYEE OR REPRESENTATIVE OF ANY OF THE FOREGOING HAVE MADE OR WILL MAKE ANY VERBAL OR WRITTEN REPRESENTATIONS, WARRANTIES, PROMISES OR GUARANTIES WHATSOEVER TO PURCHASER, WHETHER EXPRESS OR IMPLIED, AND, IN PARTICULAR, THAT NO SUCH REPRESENTATIONS, WARRANTIES, PROMISES OR GUARANTIES HAVE BEEN MADE OR WILL BE MADE WITH RESPECT TO THE TRUTH, ACCURACY OR COMPLETENESS OF ANY MATERIALS, DATA OR OTHER INFORMATION, INCLUDING, WITHOUT LIMITATION, THE WATERCONTENTS OF SELLER’S BOOKS AND RECORDS, SOIL AND GEOLOGYCONTRACTS, (B) THE INCOME ANY PROPERTY CONDITION REPORTS, ENGINEERING REPORTS, PHYSICAL CONDITION SURVEYS, INFORMATIONAL BROCHURE WITH RESPECT TO BE DERIVED FROM THE PROPERTY, RENT ROLLS OR INCOME AND EXPENSE STATEMENTS, WHICH SELLER OR SELLER’S REPRESENTATIVES MAY HAVE DELIVERED, MADE AVAILABLE OR FURNISHED TO PURCHASER AND/OR PURCHASER’S REPRESENTATIVES IN CONNECTION WITH THE PROPERTY AND PURCHASER REPRESENTS, WARRANTS AND AGREES THAT ANY SUCH MATERIALS, DATA AND OTHER INFORMATION DELIVERED, MADE AVAILABLE OR FURNISHED TO PURCHASER AND/OR PURCHASER’S REPRESENTATIVES ARE DELIVERED, MADE AVAILABLE OR FURNISHED TO PURCHASER AS A CONVENIENCE AND ACCOMMODATION ONLY AND EXPRESSLY DISCLAIMS ANY INTENT TO RELY ON ANY SUCH MATERIALS, DATA AND OTHER INFORMATION, (CIII) EXCEPT AS EXPRESSLY SET FORTH HEREIN OR IN ANY SELLER’S DOCUMENT DELIVERED BY SELLER AT CLOSING, PURCHASER HAS NOT RELIED UPON ANY SUCH REPRESENTATIONS, WARRANTIES, PROMISES OR GUARANTIES OR UPON ANY STATEMENTS MADE IN ANY INFORMATIONAL BROCHURE WITH RESPECT TO THE SUITABILITY PROPERTY AND HAS ENTERED INTO THIS AGREEMENT WITH THE EXPRESS INTENTION OF MAKING AND RELYING SOLELY ON ITS OWN INDEPENDENT INVESTIGATION, INSPECTION, ANALYSIS, APPRAISAL, EXAMINATION AND EVALUATION OF THE FACTS AND CIRCUMSTANCES, AND (IV) PURCHASER ACKNOWLEDGES THAT THE PROPERTY MAY NOT BE IN COMPLIANCE WITH THE AMERICANS WITH DISABILITIES ACT OF 1990, AS AMENDED, AND SELLER MAKES NO REPRESENTATIONS WITH RESPECT TO SAME AND WITHOUT LIMITING THE FOREGOING, EXCEPT AS, AND SOLELY TO THE EXTENT, HEREIN SPECIFICALLY SET FORTH, SELLER HAS MADE NO REPRESENTATION OR WARRANTY WHATSOEVER REGARDING HAZARDOUS MATERIALS (AS SUCH TERM IS DEFINED IN SECTION 11.2) OF ANY KIND OR NATURE ON, ABOUT OR WITHIN THE PROPERTY OR THE PHYSICAL CONDITION OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER MAY CONDUCT THEREON, (D) AGREES TO ASSUME THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROPERTY, (E) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED INTO THE PROPERTY, (F) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE PROPERTY, (G) THE COMPLIANCE OF OR BY THE PROPERTY OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODYRISK THAT ADVERSE MATTERS, INCLUDING, BUT NOT LIMITED TO, CONSTRUCTION OR MECHANICAL DEFECTS AND ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS MAY NOT HAVE BEEN (AND/OR MAY NOT BE) REVEALED BY PURCHASER’S INVESTIGATIONS, THE AMERICANS WITH DISABILITIES ACT AND ANY RULES AND REGULATIONS PROMULGATED THEREUNDER ENVIRONMENTAL REPORTS, AND/OR THE PROPERTY CONDITION REPORTS. NOTHING CONTAINED IN CONNECTION THEREWITHTHIS SECTION 11.1 SHALL RELIEVE, ORDIMINISH OR OTHERWISE IMPACT SELLER’S OBLIGATIONS UNDER THE LEASES.

Condition of Property. THE PROPERTY IS SOLD ON AN "AS-ISa. SELLER MAKES NO WARRANTY, WHERE-IS" BASIS WITH NO WARRANTIES EXPRESS OR REPRESENTATIONS OF ANY NATURE IMPLIED, AS TO THE CONDITION OR STATE OF REPAIR OF THE PROPERTY AND/SUBJECT PROPERTY, OR THE PROPERTY'S SUITABILITY FOR ANY PARTICULAR PURPOSE. PURCHASERPORTION THEREOF, BY ITS EXECUTION HEREOFOR OF VISIBLE OR HIDDEN DEFECTS IN MATERIAL, ACKNOWLEDGES THAT (I) SELLER HAS NOT MADE, DOES NOT MAKE AND SPECIFICALLY NEGATES AND DISCLAIMS ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS WORKMANSHIP OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE OF, AS TO, CONCERNING OR WITH RESPECT TO (A) THE VALUE, NATURE, QUALITY OR CONDITION CAPACITY OF THE SUBJECT PROPERTY, INCLUDINGOR ANY PORTION THEREOF, WITHOUT LIMITATION, THE WATER, SOIL AND GEOLOGY, (B) THE INCOME TO BE DERIVED FROM THE PROPERTY, (C) THE SUITABILITY THERE ARE NO IMPLIED WARRANTIES OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER MAY CONDUCT THEREON, (D) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AS TO THE SUBJECT PROPERTY OR ANY PORTION THEREOF. BUYER ACKNOWLEDGES THAT SELLER IS UNDER NO OBLIGATION TO ALTER, REPAIR, OR IMPROVE THE SUBJECT PROPERTY OR ANY PORTION THEREOF. BUYER ACKNOWLEDGES THAT IT HAS FULLY INSPECTED AND REVIEWED THE SUBJECT PROPERTY, INCLUDING WITHOUT IMPLIED LIMITATION, THE PHYSICAL ASPECTS THEREOF AND ALL MATTERS AFFECTING THE OPERATION THEREOF, AND THAT DELIVERY OF THE SUBJECT PROPERTY SHALL BE “AS IS” AND “WITH ALL FAULTS,” AND THAT SELLER HAS DISCLAIMED ANY IMPLIED WARRANTIES WITH RESPECT TO THE SUBJECT PROPERTY. BUYER ACKNOWLEDGES THAT IT IS NOT RELYING ON ANY REPRESENTATION, WARRANTY, WRITTEN INFORMATION, DATA, REPORTS OR STATEMENT OF SELLER OR ANY OF ITS EMPLOYEES OR AGENTS, INCLUDING, WITHOUT IMPLIED LIMITATION, SELLER’S PRESENT MANAGEMENT, WITH RESPECT TO THE SUBJECT PROPERTY, (E) THE MANNER OR QUALITY AS TO ANY ASPECT OF THE CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED INTO THE PROPERTY, (F) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE PROPERTY, (G) THE COMPLIANCE OF OR BY THE SUBJECT PROPERTY OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODYOPERATION, INCLUDING, BUT NOT LIMITED TOWITHOUT IMPLIED LIMITATION, THE AMERICANS PHYSICAL CONDITION OF THE SUBJECT PROPERTY. BUYER AGREES THAT NO WARRANTY HAS ARISEN THROUGH TRADE, CUSTOM, OR COURSE OF DEALING WITH DISABILITIES ACT SELLER, AND ANY RULES AND REGULATIONS PROMULGATED THEREUNDER OR AGREES THAT ALL DISCLAIMERS OF WARRANTIES SHALL BE CONSTRUED LIBERALLY IN CONNECTION THEREWITH, ORFAVOR OF SELLER.

Condition of Property. EXCEPT FOR THE SPECIFIC COVENANTS, REPRESENTATIONS AND WARRANTIES IN THIS AGREEMENT AND IN THE CLOSING DOCUMENTS DELIVERED BY SELLER AT CLOSING, THE SALE OF THE PROPERTY AS PROVIDED FOR HEREIN IS SOLD MADE ON AN "AS-“AS IS, WHERE-IS" ” CONDITION AND BASIS WITH NO ALL FAULTS. TO THE EXTENT PERMITTED BY LAW, EXCEPT FOR THE SPECIFIC COVENANTS, REPRESENTATIONS AND WARRANTIES IN THIS AGREEMENT AND IN THE CLOSING DOCUMENTS DELIVERED BY SELLER AT CLOSING, SELLER SPECIFICALLY DISCLAIMS ALL WARRANTIES OR REPRESENTATIONS OF ANY NATURE KIND OR CHARACTER, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE (INCLUDING WARRANTIES OF MERCHANTABILITY AND WARRANTIES OF FITNESS FOR USE OR ACCEPTABILITY FOR THE PURPOSE INTENDED BY BUYER) WITH RESPECT TO THE PROPERTY OR THE PROPERTY’S CONDITION OR THE CONSTRUCTION, PROSPECTS, OPERATIONS OR RESULTS OF OPERATIONS OF THE PROPERTY. EXCEPT FOR THE SPECIFIC COVENANTS, REPRESENTATIONS AND WARRANTIES IN THIS AGREEMENT AND IN THE CLOSING DOCUMENTS DELIVERED BY SELLER AT CLOSING, THE DISCLAIMERS HEREOF SPECIFICALLY EXTEND TO, WITHOUT LIMITATION, (1) MATTERS RELATING TO HAZARDOUS MATERIALS AND COMPLIANCE WITH ENVIRONMENTAL LAWS, (2) GEOLOGICAL CONDITIONS, INCLUDING SUBSIDENCE, SUBSURFACE CONDITIONS, WATER TABLE, UNDERGROUND STREAMS AND RESERVOIRS AND OTHER UNDERGROUND WATER CONDITIONS, LIMITATIONS REGARDING THE WITHDRAWAL OF WATER, EARTHQUAKE FAULTS, AND MATTERS RELATING TO FLOOD PRONE AREAS, FLOOD PLAIN, FLOODWAY OR SPECIAL FLOOD HAZARDS, (3) DRAINAGE, (4) SOIL CONDITIONS, INCLUDING THE EXISTENCE OF INSTABILITY, CONDITIONS OF SOIL FILL, SUSCEPTIBILITY TO LANDSLIDES, AND THE SUFFICIENCY OF ANY 4815-0899-8962.7 22484/0204 UNDERSHORING, (5) ZONING AND SUBDIVISION AND COMPLIANCE WITH ZONING AND SUBDIVISION LAWS, (6) THE VALUE AND PROFIT POTENTIAL OF THE PROPERTY AND (7) DESIGN, QUALITY, SUITABILITY, STRUCTURAL INTEGRITY AND PHYSICAL CONDITION OF THE PROPERTY AND COMPLIANCE OF THE PROPERTY WITH ANY LAWS (INCLUDING BUILDING CODES AND SIMILAR LAWS, THE AMERICANS WITH DISABILITIES ACT OF 1990 AND THE FAIR HOUSING AMENDMENTS ACT OF 1988). BUYER REPRESENTS AND WARRANTS TO SELLER THAT BUYER IS A KNOWLEDGEABLE, EXPERIENCED AND SOPHISTICATED BUYER OF REAL ESTATE. BUYER ACKNOWLEDGES THAT, EXCEPT FOR THE SPECIFIC COVENANTS, REPRESENTATIONS AND WARRANTIES MADE BY SELLER IN THIS AGREEMENT AND IN THE CLOSING DOCUMENTS DELIVERED BY SELLER AT CLOSING, BUYER HAS NOT RELIED UPON AND WILL NOT RELY UPON, EITHER DIRECTLY OR INDIRECTLY, ANY STATEMENT OF SELLER OR ANY OF ITS AFFILIATES OR ANY OFFICER, DIRECTOR, TRUSTEE, AGENT, EMPLOYEE, BROKER, ATTORNEY OR OTHER PERSON ACTING OR PURPORTING TO ACT ON BEHALF OF SELLER OR ANY OF ITS AFFILIATES. BUYER ACKNOWLEDGES THAT IT HAS CONDUCTED OR WILL CONDUCT SUCH INSPECTIONS AND INVESTIGATIONS AS TO THE CONDITION OF THE PROPERTY AND ALL MATTERS BEARING UPON THE PROPERTY AND THE CONSTRUCTION, PROSPECTS, OPERATIONS AND RESULTS OF OPERATIONS OF THE PROPERTY AS IT DEEMS NECESSARY TO PROTECT ITS INTERESTS. BUYER IS ACQUIRING THE PROPERTY “AS IS” AND “WHERE IS” AND WITH ALL FAULTS, DEFECTS OR OTHER ADVERSE MATTERS. UPON CLOSING, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND IN THE CLOSING DOCUMENTS DELIVERED BY SELLER AT CLOSING, BUYER WILL ACCEPT THE PROPERTY SUBJECT TO ADVERSE STRUCTURAL, PHYSICAL, ECONOMIC OR ENVIRONMENTAL CONDITIONS THAT MAY THEN EXIST AND THAT WERE OR MAY NOT HAVE BEEN REVEALED BY THE INSPECTIONS AND INVESTIGATIONS CONDUCTED BY BUYER, AND/, EXCEPT FOR THE SPECIFIC COVENANTS, REPRESENTATIONS AND WARRANTIES IN THIS AGREEMENT AND IN THE CLOSING DOCUMENTS DELIVERED BY SELLER AT CLOSING, BUYER SPECIFICALLY WAIVES AND RELEASES (1) ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE (INCLUDING WARRANTIES OF MERCHANTABILITY AND WARRANTIES OF FITNESS FOR USE OR ACCEPTABILITY FOR THE PURPOSE INTENDED BY SELLER) WITH RESPECT TO THE PROPERTY OR ITS CONDITION OR THE CONSTRUCTION, PROSPECTS, OPERATIONS OR RESULTS OF OPERATIONS OF THE PROPERTY AND (2) ALL RIGHTS, REMEDIES, RECOURSE OR OTHER BASIS FOR RECOVERY (INCLUDING ANY RIGHTS, REMEDIES, RECOURSE OR BASIS FOR RECOVERY BASED ON NEGLIGENCE OR STRICT LIABILITY) THAT BUYER WOULD OTHERWISE HAVE AGAINST SELLER OR ANY OF ITS AFFILIATES, ANY PERSON WHO HOLDS A DIRECT OR INDIRECT OWNERSHIP INTEREST IN SELLER OR ANY SUCH AFFILIATE AND THE RESPECTIVE OFFICERS, DIRECTORS, TRUSTEES, AGENTS, EMPLOYEES, BROKERS AND ATTORNEYS OF EACH SUCH PERSON IN RESPECT OF THE CONDITION OF THE PROPERTY'S SUITABILITY . BUYER ACKNOWLEDGES AND AGREES THAT THE DISCLAIMERS, WAIVERS AND RELEASES SET FORTH HEREIN ARE AN INTEGRAL PART OF THIS AGREEMENT AND THAT SELLER WOULD NOT HAVE AGREED TO COMPLETE THE SALE ON THE TERMS PROVIDED IN THIS AGREEMENT WITHOUT THE DISCLAIMERS, WAIVERS AND RELEASES SET FORTH HEREIN. BUYER REPRESENTS TO SELLER THAT BUYER HAS CONDUCTED, OR WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS OF THE PROPERTY, INCLUDING 4815-0899-8962.7 22484/0204 BUT NOT LIMITED TO, THE PHYSICAL AND ENVIRONMENTAL CONDITIONS THEREOF, AS BUYER DEEMS NECESSARY OR DESIRABLE TO SATISFY ITSELF AS TO THE CONDITION OF THE PROPERTY AND THE EXISTENCE OR NONEXISTENCE OR CURATIVE ACTION TO BE TAKEN WITH RESPECT TO ANY HAZARDOUS OR TOXIC SUBSTANCES ON OR DISCHARGED FROM THE PROPERTY, AND, EXCEPT FOR ANY PARTICULAR PURPOSE. PURCHASER, BY ITS EXECUTION HEREOF, ACKNOWLEDGES THAT (I) SELLER HAS NOT MADE, DOES NOT MAKE AND SPECIFICALLY NEGATES AND DISCLAIMS ANY REPRESENTATIONS, WARRANTIES, PROMISES, THE SPECIFIC COVENANTS, AGREEMENTS REPRESENTATIONS AND WARRANTIES IN THIS AGREEMENT AND IN THE CLOSING DOCUMENTS DELIVERED BY SELLER AT CLOSING, WILL RELY SOLELY UPON SAME AND NOT UPON ANY INFORMATION PROVIDED BY OR GUARANTIES ON BEHALF OF SELLER OR ITS AGENTS OR EMPLOYEES WITH RESPECT THERETO. AS A MATERIAL PART OF THE CONSIDERATION TO SELLER FOR THE SALE OF THE PROPERTY, BUYER, ON BEHALF OF ITSELF, AND ITS SUCCESSORS AND ASSIGNS, FROM AND AFTER CLOSING PURSUANT TO THE AGREEMENT, HEREBY IRREVOCABLY WAIVES, AND RELEASES SELLER, GENERAL CONTRACTOR, AND THEIR PARTNERS, MEMBERS, PRINCIPALS, REPRESENTATIVES, ATTORNEYS AND EMPLOYEES FROM ANY KIND OR CHARACTER WHATSOEVERAND ALL CLAIMS, DEMANDS, OBLIGATIONS, DAMAGES, CAUSES OF ACTION AND LIABILITIES, WHETHER EXPRESS KNOWN OR IMPLIEDUNKNOWN, ORAL OTHER THAN THOSE FOR BREACH OF SELLER’S COVENANTS, REPRESENTATIONS AND WARRANTIES SET FORTH HEREIN OR WRITTENIN THE CLOSING DOCUMENTS DELIVERED BY SELLER, THAT ARE BASED DIRECTLY OR INDIRECTLY ON, ARISE FROM OR IN CONNECTION WITH, OR ARE RELATED TO: (A) ANY PAST, PRESENT OR FUTURE OF, AS TO, CONCERNING OR WITH RESPECT TO (A) THE VALUE, NATURE, QUALITY OR CONDITION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, THE WATER, SOIL AND GEOLOGY, (B) ANY AND ALL STATEMENTS, REPRESENTATIONS, WARRANTIES, DETERMINATIONS, CONCLUSIONS, ASSESSMENTS, ASSERTIONS OR ANY OTHER INFORMATION CONTAINED IN ANY OF THE INCOME DOCUMENTS DELIVERED TO BE DERIVED FROM BUYER IN CONNECTION HEREWITH (BUT SPECIFICALLY EXCLUDING ANY REPRESENTATIONS OR WARRANTIES MADE BY SELLER IN THIS AGREEMENT OR IN ANY AGREEMENT OF THE CLOSING DOCUMENTS DELIVERED BY SELLER AT CLOSING), OR ANY MISREPRESENTATION OR FAILURE TO DISCLOSE INFORMATION RELATING TO THE PROPERTY OR THE DOCUMENTS DELIVERED TO BUYER IN CONNECTION HEREWITH, OR (C) ANY DEFECT, INACCURACY OR INADEQUACY IN THE CONDITION OF TITLE TO THE PROPERTY, (C) THE SUITABILITY OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER MAY CONDUCT THEREON, (D) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE LEGAL DESCRIPTION OF THE PROPERTY, OR COVENANTS, RESTRICTIONS, ENCUMBRANCES OR ENCROACHMENTS WHICH AFFECT THE PROPERTY. BUYER HEREBY ACKNOWLEDGES AND AGREES THAT (Ei) THE MANNER BUYER MAY HEREAFTER DISCOVER FACTS DIFFERENT FROM OR QUALITY IN ADDITION TO THOSE NOW (OR AS OF THE CONSTRUCTION CLOSING) KNOWN OR MATERIALS, IF ANY, INCORPORATED INTO BELIEVED TO BE TRUE REGARDING THE PROPERTYPROPERTY AND/OR THE DOCUMENTS DELIVERED TO BUYER IN CONNECTION HEREWITH, (Fii) BUYER’S AGREEMENT TO RELEASE, ACQUIT AND DISCHARGE SELLER AS SET FORTH HEREIN SHALL REMAIN IN FULL FORCE AND EFFECT, NOTWITHSTANDING THE MANNEREXISTENCE OR DISCOVERY OF ANY SUCH DIFFERENT OR ADDITIONAL FACTS, QUALITYAND (iii) BUYER KNOWINGLY AND VOLUNTARILY WAIVES ANY AND ALL RIGHTS, STATE BENEFITS AND PRIVILEGES TO THE FULLEST EXTENT PERMISSIBLE UNDER ANY FEDERAL, STATE, LOCAL, OR OTHER LAWS WHICH DO OR WOULD NEGATIVELY AFFECT VALIDITY OR ENFORCEABILITY OF REPAIR ALL OR LACK OF REPAIR PART OF THE PROPERTYRELEASES SET FORTH IN THIS AGREEMENT. 4815-0899-8962.7 22484/0204 TO THE EXTENT PERMITTED BY LAW, BUYER AGREES NEVER TO COMMENCE OR PROSECUTE, OR CONSPIRE OR COLLUDE WITH OTHERS TO COMMENCE OR PROSECUTE, AGAINST THE SELLER, GENERAL CONTRACTOR AND/OR THEIR PARTNERS, MEMBERS, PRINCIPALS, REPRESENTATIVES, ATTORNEYS OR EMPLOYEES, ANY ACTION OR OTHER PROCEEDING BASED UPON ANY CLAIM SPECIFICALLY RELEASED IN THIS SECTION 16; PROVIDED, HOWEVER, IN NO EVENT SHALL THE RELEASES SET FORTH HEREIN BE DEEMED TO APPLY TO (I) ANY CLAIMS AGAINST SELLER BASED ON FRAUD, (GII) THE COMPLIANCE ANY BREACH OF SELLER’S REPRESENTATIONS, OR BY THE PROPERTY OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, INCLUDING, BUT NOT LIMITED TO, THE AMERICANS WITH DISABILITIES ACT AND ANY RULES AND REGULATIONS PROMULGATED THEREUNDER WARRANTIES CONTAINED IN SECTION 7(A) OR IN ANY OF THE CLOSING DOCUMENTS DELIVERED BY SELLER OR (III) ANY THIRD-PARTY CLAIMS AGAINST SELLER, INCLUDING WITHOUT LIMITATION FOR PROPERTY DAMAGE OR PERSONAL INJURY, RELATING TO OR ARISING IN CONNECTION THEREWITH, ORWITH MATTERS OCCURRING PRIOR TO THE CLOSING). THIS RELEASE SHALL BE DEEMED REAFFIRMED AT THE CLOSING. THE PROVISIONS OF THIS SECTION 16 SHALL SURVIVE CLOSING OR ANY TERMINATION OF THIS AGREEMENT.

Condition of Property. THE PROPERTY IS SOLD ON AN "AS-ISBUYER ACKNOWLEDGES AND AGREES THAT, WHERE-IS" BASIS WITH NO EXCEPT FOR SELLER’S EXPRESS REPRESENTATIONS AND WARRANTIES OR REPRESENTATIONS OF ANY NATURE AS TO THE CONDITION OF THE PROPERTY AND/OR THE PROPERTY'S SUITABILITY FOR ANY PARTICULAR PURPOSE. PURCHASERCONTAINED HEREIN, BY ITS EXECUTION HEREOF, ACKNOWLEDGES THAT (I) SELLER HAS NOT MADE, DOES NOT MAKE AND SPECIFICALLY NEGATES AND DISCLAIMS ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE OF, AS TO, CONCERNING OR WITH RESPECT TO (AI) VALUE; (II) THE VALUEINCOME TO BE DERIVED FROM THE PROPERTY; (III) THE SUITABILITY OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH BUYER MAY CONDUCT THEREON, INCLUDING THE POSSIBILITIES FOR FUTURE DEVELOPMENT OF THE PROPERTY; (IV) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROPERTY; (V) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE PROPERTY; (VI) THE NATURE, QUALITY OR CONDITION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, THE WATER, SOIL AND GEOLOGY, ; (B) THE INCOME TO BE DERIVED FROM THE PROPERTY, (C) THE SUITABILITY OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER MAY CONDUCT THEREON, (D) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROPERTY, (E) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED INTO THE PROPERTY, (F) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE PROPERTY, (GVII) THE COMPLIANCE OF OR BY THE PROPERTY OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY; (VIII) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS, INCLUDINGIF ANY, INCORPORATED INTO THE PROPERTY; (IX) COMPLIANCE WITH ANY ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE LAWS, RULES, REGULATION, ORDERS OR REQUIREMENTS, INCLUDING BUT NOT LIMITED TO, TITLE III OF THE AMERICANS WITH DISABILITIES ACT AND ANY RULES OF 1990, AND REGULATIONS PROMULGATED THEREUNDER UNDER ANY OF THE FOREGOING; (X) THE PRESENCE OR ABSENCE OF HAZARDOUS MATERIALS AT, ON, UNDER, OR ADJACENT TO THE PROPERTY; (XI) THE CONTENT, COMPLETENESS OR ACCURACY OF THE DUE DILIGENCE MATERIALS OR PRELIMINARY REPORT REGARDING TITLE; OR (XII) THE CONFORMITY OF THE PROPERTY TO PAST, CURRENT OR FUTURE APPLICABLE ZONING OR BUILDING REQUIREMENTS. BUYER FURTHER ACKNOWLEDGES AND AGREES THAT BUYER HAS BEEN GIVEN THE OPPORTUNITY TO INSPECT THE PROPERTY AND REVIEW INFORMATION AND DOCUMENTATION AFFECTING THE PROPERTY. BUYER FURTHER ACKNOWLEDGES AND AGREES THAT ANY INFORMATION MADE AVAILABLE TO BUYER OR PROVIDED OR TO BE PROVIDED BY OR ON BEHALF OF SELLER WITH RESPECT TO THE PROPERTY, WAS OBTAINED FROM A VARIETY OF SOURCES AND THAT SELLER HAS NOT MADE ANY INDEPENDENT INVESTIGATION OR VERIFICATION OF SUCH INFORMATION AND EXCEPT AS SET FORTH HEREIN MAKES NO REPRESENTATIONS AS TO THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION. EXCEPT FOR SELLER’S REPRESENTATIONS AND WARRANTIES AS SET FORTH HEREIN, SELLER IS NOT LIABLE OR BOUND IN CONNECTION THEREWITHANY MANNER BY ANY ORAL OR WRITTEN STATEMENTS, ORREPRESENTATIONS OR INFORMATION PERTAINING TO THE PROPERTY, OR THE OPERATION THEREOF, FURNISHED BY ANY REAL ESTATE BROKER, AGENT, EMPLOYEE, SERVANT OR OTHER PERSON. BUYER FURTHER ACKNOWLEDGES AND AGREES THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SALE OF THE PROPERTY AS PROVIDED FOR HEREIN IS MADE ON AN “AS IS” CONDITION AND BASIS WITH ALL FAULTS. BUYER REPRESENTS, WARRANTS AND COVENANTS TO SELLER THAT, EXCEPT FOR SELLER’S EXPRESS REPRESENTATIONS AND WARRANTIES AND COVENANTS SPECIFIED IN THIS AGREEMENT, BUYER IS RELYING SOLELY UPON BUYER’S OWN INVESTIGATION OF THE PROPERTY. SELLER’S INITIALS BUYER’S INITIALS By accepting the Deed to the Property, Buyer, on behalf of itself, its officers, directors and its and their respective successors, shall forever release Seller, its officers, directors, agents and employees, and its and their respective successors, of and from any and all losses, liabilities, damages, claims, demands, causes of action, costs and expenses, whether known or unknown, arising out of or in any way connected with the Property, including, without limitation, the condition of title to the Property (except for the warranties of Seller contained in the Deed delivered by Seller at Closing) and the environmental (except as set forth below) and structural condition of the Property. Further, by acceptance of the Deed to the Property, Buyer will thereby forever release Seller of and from any environmental claims and causes of action existing now or hereafter created or enacted, whether at common law or by federal, state, county, or municipal law or ordinance except any reimbursement or contribution claims which Buyer may have against Seller under any state or federal laws regarding the release of any hazardous substances on the Property caused by Seller. Buyer agrees never to commence, aid in any way, or prosecute against Seller, its officers, directors, agents and employees and its and their respective successors, any action or other proceeding based upon any losses, liabilities, damages, claims, demands, causes of action, costs and expenses, covered in this paragraph. The foregoing release shall not, however, affect Seller’s liability for or under (a) any representations and warranties made specifically by Seller herein to the extent same survive Closing as provided therein; or (b) any other obligations of Seller identified herein which are to be performed after Closing. SELLER’S INITIALS BUYER’S INITIALS

Condition of Property. THE PROPERTY IS SOLD ON AN "AS-Seller and Purchaser expressly agree that except for any express warranties, representations and covenants of Seller in this Agreement and/or in any of the Closing Documents, the Property is being sold on an “AS IS” basis only, WHERE-IS" BASIS “WITH NO WARRANTIES OR REPRESENTATIONS ALL FAULTS OF ANY NATURE KIND”. EXCEPT AS TO THE CONDITION OF THE PROPERTY SPECIFICALLY SET FORTH IN THIS AGREEMENT AND/OR IN ANY OF THE PROPERTY'S SUITABILITY FOR ANY PARTICULAR PURPOSE. PURCHASERCLOSING DOCUMENTS, BY ITS EXECUTION HEREOF, ACKNOWLEDGES THAT (I) SELLER HAS NOT MADE, DOES NOT MAKE AND SPECIFICALLY NEGATES AND EXPRESSLY DISCLAIMS ANY REPRESENTATIONS, AND ALL WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL AS TO THE FITNESS, ENVIRONMENTAL COMPLIANCE, AREA, ACCESS, PERMITS, ZONING, SUFFICIENCY OF PARKING, UTILITY SERVICES, WATER, SANITARY OR WRITTENSTORM SEWER CAPACITY OR WASTE-WATER CAPACITY, PASTCONDITION, PRESENT QUALITY, QUANTITY, CHARACTER, SIZE, DESCRIPTION, MERCHANTABILITY OR FUTURE OF, AS TO, CONCERNING OR WITH RESPECT TO (A) THE VALUE, NATURE, QUALITY OR CONDITION HABITABILITY OF THE PROPERTY. PURCHASER AGREES THAT EXCEPT FOR ANY EXPRESS WARRANTIES AND REPRESENTATIONS OF SELLER IN THIS AGREEMENT AND/OR IN ANY OF THE CLOSING DOCUMENTS CONTEMPLATED HEREIN, INCLUDINGIN EXECUTING, WITHOUT LIMITATIONDELIVERING, THE WATEROR PERFORMING UNDER THIS AGREEMENT, SOIL AND GEOLOGY, (B) THE INCOME PURCHASER DOES NOT RELY UPON ANY STATEMENT OR REPRESENTATION TO WHOMSOEVER GIVEN OR PURPORTED TO BE DERIVED GIVEN, DIRECTLY OR INDIRECTLY, VERBALLY OR IN WRITING, BY SELLER OR ANY AGENT, EMPLOYEE, ATTORNEY, CONTRACTOR OR OTHER REPRESENTATIVE OF SELLER. PURCHASER AGREES THAT, PRIOR TO THE CLOSING, PURCHASER WILL HAVE CONDUCTED (OR RECEIVED FROM THE PROPERTYSELLER OR OTHERWISE) ALL INSPECTIONS, (C) THE SUITABILITY ENGINEERING STUDIES, ENVIRONMENTAL STUDIES, FEASIBILITY STUDIES, REVIEWS AND EXAMINATIONS OF THE PROPERTY FOR AND OTHER MATTERS RELEVANT TO THE PROPERTY DEEMED AS NECESSARY OR DESIRABLE BY PURCHASER AND, EXCEPT AS PROVIDED IN THIS AGREEMENT AND/OR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER MAY CONDUCT THEREON, (D) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROPERTYCLOSING DOCUMENTS, (E) PURCHASER IS NOT RELYING ON SELLER IN CONNECTION WITH THE MANNER PERFORMANCE OF ITS DILIGENCE OR QUALITY OF THE CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED INTO OTHERWISE IN MAKING ITS DECISION TO PURCHASE THE PROPERTY, . EXCEPT AS OTHERWISE SPECIFICALLY SET FORTH IN THIS AGREEMENT (F) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE PROPERTY, (G) THE COMPLIANCE OF OR BY THE PROPERTY OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, INCLUDING, BUT NOT LIMITED TO, THE AMERICANS REPRESENTATION, WARRANTY, COVENANT, AND INDEMNITY SURVIVAL PROVISIONS HEREOF), AND/OR IN ANY OF THE CLOSING DOCUMENTS CONTEMPLATED HEREIN, AS OF THE CLOSING PURCHASER RELEASES SELLER FROM ALL CLAIMS WHICH PURCHASER OR ANY PARTY RELATED TO OR AFFILIATED WITH DISABILITIES ACT AND PURCHASER (A “PURCHASER RELATED PARTY”) HAS OR MAY HAVE ARISING FROM OR RELATED TO ANY RULES AND REGULATIONS PROMULGATED THEREUNDER MATTER OR THING RELATED TO OR IN CONNECTION THEREWITHWITH THE PROPERTY INCLUDING THE DOCUMENTS AND INFORMATION REFERRED TO HEREIN, ORANY CONSTRUCTION DEFECTS, ERRORS OR OMISSIONS IN THE DESIGN OR CONSTRUCTION OR ANY OTHER ACTIVE OR PASSIVE NEGLIGENCE, AND ANY ENVIRONMENTAL CONDITIONS, AND PURCHASER SHALL NOT LOOK TO SELLER IN CONNECTION WITH THE FOREGOING FOR ANY REDRESS OR RELIEF. THIS RELEASE SHALL BE GIVEN FULL FORCE AND EFFECT ACCORDING TO EACH OF ITS EXPRESSED TERMS AND PROVISIONS, INCLUDING THOSE RELATING TO UNKNOWN AND UNSUSPECTED CLAIMS, DAMAGES AND CAUSES OF ACTION. NOTWITHSTANDING THE FOREGOING, THE RELEASE CONTAINED IN THIS PARAGRAPH SHALL NOT APPLY TO ANY CLAIMS OF FRAUD OR INTENTIONAL MISREPRESENTATION BY SELLER. THIS SECTION 20 SHALL SURVIVE THE CLOSING.

Condition of Property. THE PROPERTY IS SOLD ON AN "AS-ISEXCEPT AS TO SELLER’S WARRANTIES, WHERE-IS" BASIS WITH NO SELLER HAS NOT MADE ANY REPRESENTATIONS OR WARRANTIES OR REPRESENTATIONS OF ANY NATURE AS TO THE CONDITION OF THE PROPERTY AND/OR THE PROPERTY'S SUITABILITY FOR IMPROVEMENTS, OR AS TO ANY PARTICULAR PURPOSEASPECT OF THE ASSETS. PURCHASERBUYER IS PURCHASING THE PROPERTY AND IMPROVEMENTS “AS-IS” AND “WITH ALL FAULTS” AND IN ITS PRESENT CONDITION. EXCEPT AS TO SELLER’S WARRANTIES, BY ITS EXECUTION HEREOF, BUYER ACKNOWLEDGES THAT (I) IN ENTERING INTO THIS AGREEMENT, SELLER HAS NOT MADEMAKES NO WARRANTY OR REPRESENTATION WITH RESPECT TO THE PROPERTY, DOES NOT MAKE AND SPECIFICALLY NEGATES AND DISCLAIMS THE IMPROVEMENTS OR ANY REPRESENTATIONSPORTION THEREOF, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE OF, AS TO, CONCERNING OR WITH RESPECT TO (A) THE VALUE, NATURE, QUALITY OR CONDITION ARISING BY OPERATION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, THE WATER, SOIL AND GEOLOGY, (B) THE INCOME TO BE DERIVED FROM THE PROPERTY, (C) THE SUITABILITY OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER MAY CONDUCT THEREON, (D) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROPERTY, (E) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED INTO THE PROPERTY, (F) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE PROPERTY, (G) THE COMPLIANCE OF OR BY THE PROPERTY OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODYLAW, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF CONDITION (PHYSICAL, ENVIRONMENTAL OR OTHERWISE), HABITABILITY OR FITNESS FOR A PARTICULAR PURPOSE, SIZE, VALUE, GEOLOGY, SEISMIC SUSCEPTIBILITY, EXISTING ENTITLEMENTS, THE AMERICANS POSSIBILITY OF FUTURE ENTITLEMENTS, ZONING, THE CONDITION OR VALUE OF ADJACENT OR NEARBY PROPERTIES, SUBSURFACE CONDITIONS, THE PRESENCE OR ABSENCE OF HAZARDOUS MATERIALS OR ANY OTHER ENVIRONMENTAL OR OTHER CONTAMINATION, THE CONDITION OF THE PROPERTY OR IMPROVEMENTS OR THE COMPLIANCE OR NON-COMPLIANCE WITH DISABILITIES ACT AND ANY APPLICABLE GOVERNMENTAL LAWS, CODES, RULES AND REGULATIONS PROMULGATED THEREUNDER REGULATIONS. SELLER HEREBY DISCLAIMS ANY AND ALL SUCH REPRESENTATIONS AND WARRANTIES, AND BUYER RELEASES SELLER FROM ANY AND ALL LIABILITY WITH RESPECT THERETO. BUYER ACKNOWLEDGES AND AGREES THAT IT HAS BEEN GIVEN ADEQUATE OPPORTUNITY TO INVESTIGATE THE PROPERTY AND IMPROVEMENTS OR HAVE EXPERT CONSULTANTS RETAINED BY BUYER INVESTIGATE THE PROPERTY AND IMPROVEMENTS, AND THAT BUYER IS RELYING SOLELY AND EXCLUSIVELY UPON ITS OWN INVESTIGATION AND THAT OF ITS EXPERT CONSULTANTS WITH RESPECT TO THE PROPERTY AND IMPROVEMENTS AND IS NOT RELYING IN ANY WAY ON ANY INFORMATION PROVIDED OR TO BE PROVIDED BY OR ON BEHALF OF THE SELLER OTHER THAN SELLER’S WARRANTIES. BUYER ACKNOWLEDGES AND AGREES THAT ANY INFORMATION PROVIDED OR TO BE PROVIDED BY OR ON BEHALF OF THE SELLER WITH RESPECT TO THE PROPERTY OR IMPROVEMENTS WAS OBTAINED FROM A VARIETY OF SOURCES, AND SELLER MAKES NO REPRESENTATION OR WARRANTY AS TO THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION. SELLER SHALL HAVE NO LIABILITY TO BUYER OR TO ANY OF BUYER’S SUCCESSORS OR ASSIGNS FOR ANY ASPECT OF THE PROPERTY OR IMPROVEMENTS OR IF ANY INFORMATION, CONCLUSION, PROJECTION OR OTHER STATEMENT OF ANY NATURE CONTAINED IN ANY MATERIALS PROVIDED BY OR ON BEHALF OF THE SELLER SHOULD PROVE NOT TO BE TRUE, ACCURATE OR COMPLETE FOR ANY REASON. EXCEPT AS TO SELLER’S REPRESENTATIONS AND WARRANTIES SET FORTH IN SECTION 8, BUYER AND BUYER’S SUCCESSORS AND ASSIGNS, HEREBY RELEASE SELLER AND SELLER’S REPRESENTATIVES FROM, AND WAIVES ANY AND ALL LIABILITIES (“LIABILITIES”) AGAINST SELLER AND EACH OF THE OTHER SELLER REPRESENTATIVES FOR OR ATTRIBUTABLE TO OR IN CONNECTION THEREWITHWITH THE ASSETS, ORWHETHER ARISING OR ACCRUING BEFORE, ON OR AFTER THE DATE HEREOF AND WHETHER ATTRIBUTABLE TO EVENTS OR CIRCUMSTANCES WHICH HAVE HERETOFORE OR MAY HEREAFTER OCCUR, INCLUDING, WITHOUT LIMITATION, THE FOLLOWING: