Common use of Condition of the Property Clause in Contracts

Condition of the Property. If this Contract is not terminated , Purchaser shall be deemed to have acknowledged that Seller has provided Purchaser sufficient opportunity to make such independent factual, physical and legal examinations and inquiries as Purchaser deems necessary and desirable with respect to the Property and the transaction contemplated by this Contract and that Purchaser has approved the Property in all respects. The following provisions shall thereupon be applicable and shall survive the Closing or termination of this Contract: a. Purchaser does hereby acknowledge, represent, warrant and agree to and with Seller that, except as otherwise expressly provided in this Contract or in any documents executed in connection with the Closing (collectively, the “Closing Documents”): (i) Purchaser is expressly purchasing the Property in its existing condition "AS IS, WHERE IS, AND WITH ALL FAULTS" with respect to all facts, circumstances, conditions and defects; (ii) Seller has no obligation to inspect for, repair or correct any such facts, circumstances, conditions or defects or to compensate Purchaser for same; (iii) Seller has specifically bargained for the assumption by Purchaser of all responsibility to inspect and investigate the Property and of all risk of adverse conditions and has structured the Purchase Price and other terms of this Contract in consideration thereof; (iv) Purchaser is and will be relying strictly and solely upon inspections and examinations it is performing or having performed and the advice and counsel of its own consultants, agents, legal counsel and officers and at Closing Purchaser will be fully satisfied that the Purchase Price is fair and adequate consideration for the Property; (v) Seller is not making and has not made any warranty or representation with respect to any materials or other data provided by Seller to Purchaser (whether prepared by or for the Seller or others) or the education, skills, competence or diligence of the preparers thereof or the physical condition or any other aspect of all or any part of the Property as an inducement to Purchaser to enter into this Contract and thereafter to purchase the Property or for any other purpose; and (vi) by reason of all the foregoing, Purchaser assumes the full risk of any loss or damage occasioned by any fact, circumstance, condition or defect pertaining to the Property. Without limiting the generality of any of the foregoing, Purchaser specifically acknowledges that Seller does not represent or in any way warrant the accuracy of any marketing information or pamphlets listing or describing the Property or the information, if any, provided by Seller to Purchaser; and b. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN OR IN THE CLOSING DOCUMENTS, SELLER HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND OR NATURE WHATSOEVER (INCLUDING WARRANTIES OF HABITABILITY AND FITNESS FOR PARTICULAR PURPOSES), WHETHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO WARRANTIES WITH RESPECT TO: THE PROPERTY OR ITS CONSTRUCTION; DEFECTS CAUSED BY ACTS OF THE ORIGINAL SELLER, DEVELOPER, OR BUILDER OF THE PROPERTY, OR ANY SUPPLIER, CONTRACTOR, SUBCONTRACTOR, OR MATERIALMAN; DEFECTS PERTAINING TO STRUCTURAL ELEMENTS, SYSTEMS, EQUIPMENT, APPLIANCES, UTILITIES, OR FIXTURES RELATED TO THE PROPERTY; TAX LIABILITIES; ZONING; LAND VALUE; AVAILABILITY OF ACCESS OR UTILITIES; INGRESS OR EGRESS; GOVERNMENTAL APPROVALS; OR THE SOIL CONDITIONS OF THE REAL PROPERTY, REGARDLESS OF WHETHER SUCH CONDITIONS CURRENTLY EXIST OR EMERGE OVER TIME. PURCHASER FURTHER ACKNOWLEDGES THAT PURCHASER IS BUYING THE PROPERTY "AS IS" AND IN ITS PRESENT CONDITION AND THAT EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT OR IN ANY OTHER CLOSING DOCUMENTS, PURCHASER IS NOT RELYING UPON ANY REPRESENTATION OF ANY KIND OR NATURE MADE BY SELLER, OR ANY OF ITS EMPLOYEES OR AGENTS OF SELLER WITH RESPECT TO THE LAND OR PROPERTY, AND THAT, IN FACT, NO SUCH REPRESENTATIONS WERE MADE EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR IN ANY OTHER CLOSING DOCUMENTS; and c. FURTHER AND WITHOUT IN ANY WAY LIMITING ANY OTHER PROVISION OF THIS AGREEMENT, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN OR IN THE CLOSING DOCUMENTS SELLER MAKES NO WARRANTY WITH RESPECT TO THE PRESENCE ON OR BENEATH THE REAL PROPERTY (OR ANY PARCEL IN PROXIMITY THERETO) OF HAZARDOUS MATERIALS. BY ACCEPTANCE OF THIS AGREEMENT AND THE DEED, PURCHASER ACKNOWLEDGES THAT PURCHASER'S OPPORTUNITY FOR INSPECTION AND INVESTIGATION OF SUCH REAL PROPERTY (AND OTHER PARCELS IN PROXIMITY THERETO) HAS BEEN ADEQUATE TO ENABLE PURCHASER TO MAKE PURCHASER'S OWN DETERMINATION WITH RESPECT TO THE PRESENCE ON OR BENEATH THE REAL PROPERTY (AND OTHER PARCELS IN PROXIMITY THERETO) OF SUCH HAZARDOUS MATERIALS. FURTHERMORE, PURCHASER'S CLOSING HEREUNDER SHALL BE DEEMED TO CONSTITUTE AN EXPRESS WAIVER OF PURCHASER'S AND ITS SUCCESSORS' AND ASSIGNS' RIGHTS TO SUE SELLER AND OF PURCHASER'S RIGHT TO CAUSE SELLER TO BE JOINED IN AN ACTION BROUGHT UNDER ANY FEDERAL, STATE OR LOCAL LAW, RULE, ACT, OR REGULATION NOW EXISTING OR HEREAFTER ENACTED OR AMENDED WHICH PROHIBITS OR REGULATES THE USE, HANDLING, STORAGE, TRANSPORTATION OR DISPOSAL OF HAZARDOUS MATERIALS OR WHICH REQUIRES REMOVAL OR REMEDIAL ACTION WITH RESPECT TO SUCH HAZARDOUS MATERIALS, SPECIFICALLY INCLUDING BUT NOT LIMITED TO FEDERAL "CERCLA", "RCRA", AND "XXXX" ACTS.

Condition of the Property. If this Contract 8.1 The SELLER discloses to the PURCHASER that the PROPERTY is not terminated new, Purchaser is part of an insolvent estate and is sold on a “voetstoots” basis in an “as is” condition. The PURCHASER acknowledges the aforesaid condition of the PROPERTY and accepts the PROPERTY in that condition. Accordingly, the PURCHASER shall have no claim against the SELLER in respect of the condition of the PROPERTY, which condition may include, without limitation that the PROPERTY is not suitable for the purpose for which it is generally intended or that the PROPERTY is not of good quality, in good working order and/ or free of any defects. 8.2 The PURCHASER acknowledges that the PURCHASER has conducted an inspection of the PROPERTY and that the PURCHASER has entered into this agreement on the basis of such inspection. Accordingly, the PURCHASER warrants that the PROPERTY is suitable for the PURCHASER’S purposes, of good quality, free of defects, usable and durable, compliant with the standards or requirements of any legislation or public regulation and that the PURCHASER can take vacant possession of the PROPERTY. The aforesaid warranties are material provisions of this agreement and the SELLER has entered into this agreement on the strength of those warranties. If the PURCHASER breaches any of the aforesaid warranties, the SELLER shall be deemed entitled to have acknowledged terminate this agreement, without prejudice to its rights in terms of this agreement or at law. 8.3 The PURCHASER acknowledges that Seller has provided Purchaser sufficient opportunity this agreement is not concluded as a result of direct marketing practices by the SELLER. 8.4 In the event that the Consumer Protection Act, 2008, does not apply to make such independent factualthis agreement, physical the provisions of clauses 8.1 and legal examinations and inquiries as Purchaser deems necessary and desirable with respect to 8.2 shall not apply. Instead, the Property and the transaction contemplated by this Contract and that Purchaser has approved the Property in all respects. The following provisions shall thereupon be applicable and shall survive the Closing or termination of this Contractapply: a. Purchaser does hereby acknowledge, represent, warrant 8.4.1 The PROPERTY is purchased and agree to and with Seller that, except as otherwise expressly provided in this Contract or in any documents executed in connection with the Closing (collectively, the sold “Closing Documents”): (i) Purchaser is expressly purchasing the Property in its existing condition "AS IS, WHERE IS, AND WITH ALL FAULTSvoetstoots" with respect to all facts, circumstances, conditions and defects; (ii) Seller has no obligation to inspect for, repair or correct any such facts, circumstances, conditions or defects or to compensate Purchaser for same; (iii) Seller has specifically bargained for the assumption by Purchaser of all responsibility to inspect and investigate the Property and of all risk of adverse conditions and has structured the Purchase Price and other terms of this Contract in consideration thereof; (iv) Purchaser is and will be relying strictly and solely upon inspections and examinations it is performing or having performed and the advice SELLER shall not be liable for any defects, patent, latent or otherwise in the PROPERTY nor for any damage occasioned to or suffered by the PURCHASER by reason of such defect; 8.4.2 The PURCHASER admits having inspected the PROPERTY to his satisfaction and counsel that no express or implied representations, guarantees or warranties of its own consultantsany nature were made or given by the SELLER or his AGENT regarding the condition, agents, legal counsel and officers and at Closing Purchaser will be fully satisfied that the Purchase Price is fair and adequate consideration for the Property; (v) Seller is not making and has not made any warranty or representation with respect to any materials or other data provided by Seller to Purchaser (whether prepared by or for the Seller or others) or the education, skills, competence or diligence of the preparers thereof or the physical condition quality or any other aspect of all or any part characteristics of the Property as an inducement to Purchaser to enter into this Contract and thereafter to purchase the Property PROPERTY or for any other purpose; and (vi) by reason of all the foregoing, Purchaser assumes the full risk of any loss or damage occasioned by any fact, circumstance, condition or defect pertaining to the Property. Without limiting the generality of any of the foregoing, Purchaser specifically acknowledges that Seller does not represent improvements thereon or in any way warrant the accuracy of any marketing information or pamphlets listing or describing the Property or the information, if any, provided by Seller to Purchaseraccessories thereof; and b. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN OR IN THE CLOSING DOCUMENTS8.4.3 The PURCHASER agrees that the SELLER does not make any warranties or representations, whether express or implied, regarding vacant occupation and possession. 8.5 The PROPERTY is sold as described in the existing title deed or deeds thereof and subject to all conditions and servitudes (if any) attaching thereto or mentioned or referred to in the said title deed(s) or prior deed(s). The SELLER HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND OR NATURE WHATSOEVER (INCLUDING WARRANTIES OF HABITABILITY AND FITNESS FOR PARTICULAR PURPOSES)shall not be liable for any deficiency in extent, WHETHER EXPRESSED OR IMPLIEDwhich may be revealed on any re-survey, INCLUDINGnor shall the SELLER benefit by any surplus extent. 8.6 The SELLER shall not be required to indicate to the PURCHASER the position of the beacons or pegs upon the PROPERTY and/or boundaries thereof, BUT NOT LIMITED TO WARRANTIES WITH RESPECT TO: THE PROPERTY OR ITS CONSTRUCTION; DEFECTS CAUSED BY ACTS OF THE ORIGINAL SELLER, DEVELOPER, OR BUILDER OF THE PROPERTY, OR ANY SUPPLIER, CONTRACTOR, SUBCONTRACTOR, OR MATERIALMAN; DEFECTS PERTAINING TO STRUCTURAL ELEMENTS, SYSTEMS, EQUIPMENT, APPLIANCES, UTILITIES, OR FIXTURES RELATED TO THE PROPERTY; TAX LIABILITIES; ZONING; LAND VALUE; AVAILABILITY OF ACCESS OR UTILITIES; INGRESS OR EGRESS; GOVERNMENTAL APPROVALS; OR THE SOIL CONDITIONS OF THE REAL PROPERTY, REGARDLESS OF WHETHER SUCH CONDITIONS CURRENTLY EXIST OR EMERGE OVER TIME. nor shall the SELLER be liable for the costs of locating same. 8.7 The PURCHASER FURTHER ACKNOWLEDGES THAT PURCHASER IS BUYING THE PROPERTY "AS IS" AND IN ITS PRESENT CONDITION AND THAT EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT OR IN ANY OTHER CLOSING DOCUMENTS, PURCHASER IS NOT RELYING UPON ANY REPRESENTATION OF ANY KIND OR NATURE MADE BY SELLER, OR ANY OF ITS EMPLOYEES OR AGENTS OF acknowledges that neither the SELLER WITH RESPECT TO THE LAND OR PROPERTY, AND THAT, IN FACT, NO SUCH REPRESENTATIONS WERE MADE EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR IN ANY OTHER CLOSING DOCUMENTS; and c. FURTHER AND WITHOUT IN ANY WAY LIMITING ANY OTHER PROVISION OF THIS AGREEMENT, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN OR IN THE CLOSING DOCUMENTS SELLER MAKES NO WARRANTY WITH RESPECT TO THE PRESENCE ON OR BENEATH THE REAL PROPERTY (OR ANY PARCEL IN PROXIMITY THERETO) OF HAZARDOUS MATERIALS. BY ACCEPTANCE OF THIS AGREEMENT AND THE DEED, PURCHASER ACKNOWLEDGES THAT PURCHASER'S OPPORTUNITY FOR INSPECTION AND INVESTIGATION OF SUCH REAL PROPERTY (AND OTHER PARCELS IN PROXIMITY THERETO) HAS BEEN ADEQUATE TO ENABLE PURCHASER TO MAKE PURCHASER'S OWN DETERMINATION WITH RESPECT TO THE PRESENCE ON OR BENEATH THE REAL PROPERTY (AND OTHER PARCELS IN PROXIMITY THERETO) OF SUCH HAZARDOUS MATERIALS. FURTHERMORE, PURCHASER'S CLOSING HEREUNDER SHALL BE DEEMED TO CONSTITUTE AN EXPRESS WAIVER OF PURCHASER'S AND ITS SUCCESSORS' AND ASSIGNS' RIGHTS TO SUE SELLER AND OF PURCHASER'S RIGHT TO CAUSE SELLER TO BE JOINED IN AN ACTION BROUGHT UNDER ANY FEDERAL, STATE OR LOCAL LAW, RULE, ACT, OR REGULATION NOW EXISTING OR HEREAFTER ENACTED OR AMENDED WHICH PROHIBITS OR REGULATES THE USE, HANDLING, STORAGE, TRANSPORTATION OR DISPOSAL OF HAZARDOUS MATERIALS OR WHICH REQUIRES REMOVAL OR REMEDIAL ACTION WITH RESPECT TO SUCH HAZARDOUS MATERIALS, SPECIFICALLY INCLUDING BUT NOT LIMITED TO FEDERAL "CERCLA", "RCRA", AND "XXXX" ACTSnor the AGENT shall be liable to provide any building plans or related certificates or to arrange the connection of the electricity and water services.

Condition of the Property. If Unless this Contract Agreement is not terminated by Developer pursuant to Section 3.2 above, Purchaser shall be deemed as a material inducement to have acknowledged that Seller has provided Purchaser sufficient opportunity CRA to make such independent factualexecute this Agreement, physical and legal examinations and inquiries as Purchaser deems necessary and desirable with respect to the Property and the transaction contemplated by this Contract and that Purchaser has approved the Property in all respects. The following provisions shall thereupon be applicable and shall survive the Closing or termination of this Contract: a. Purchaser does hereby acknowledge, represent, warrant and agree to and with Seller that, except as otherwise expressly provided set forth in this Contract or in any documents executed in connection with the Closing (collectivelyAgreement, the “Closing Documents”): Developer agrees, represents and warrants that (i) Purchaser is expressly purchasing the Property in its existing Developer will have fully examined and inspected the CRA Property, including the environmental condition "AS ISof the CRA Property, WHERE IS, AND WITH ALL FAULTS" with respect to all facts, circumstances, conditions and defects; (ii) Seller has no obligation to inspect for, repair or correct any such facts, circumstances, conditions or defects or to compensate Purchaser for same; (iii) Seller has specifically bargained for the assumption by Purchaser of all responsibility to inspect Developer will have accepted and investigate the Property and of all risk of adverse conditions and has structured the Purchase Price and other terms of this Contract in consideration thereof; (iv) Purchaser is and will be relying strictly and solely upon inspections and examinations it is performing or having performed and the advice and counsel of its own consultants, agents, legal counsel and officers and at Closing Purchaser will be fully satisfied that in all respects with the Purchase Price is fair foregoing and adequate consideration with the physical condition of the CRA Property, (iii) Developer will have decided to develop the CRA Property for the Property; (v) Seller is Project solely on the basis of its own independent investigation. Developer hereby acknowledges and agrees that CRA has not making made, does not make, and has not made authorized anyone else to make any representation and warranty as to the present or representation with respect to any materials or other data provided by Seller to Purchaser (whether prepared by or for the Seller or others) or the educationfuture physical condition, skillsvalue, competence or diligence of the preparers thereof or the physical condition financing status, leasing, operation, use, tax status, income and expenses and prospects, or any other aspect of all matter or any part of the Property as an inducement to Purchaser to enter into this Contract and thereafter to purchase the Property or for any other purpose; and (vi) by reason of all the foregoing, Purchaser assumes the full risk of any loss or damage occasioned by any fact, circumstance, condition or defect thing pertaining to the CRA Property, except as expressly set forth in this Agreement. Without limiting CRA shall not be liable for, or be bound by, any verbal or written statements, representations or information pertaining to the generality CRA Property furnished by any employee, agent, servant or any other person unless the same are specifically set forth in writing in this Agreement. Except for the representations and warranties expressly set forth herein, all information and documentation relating to the CRA Property that have been provided or that may be provided to Developer during the course of Developer’s due diligence investigation of the CRA Property have been maintained by CRA in the ordinary course of CRA’s business and Developer acknowledges and agrees that such information and documentation is provided without warranty of any of kind, including as to the foregoingaccuracy, Purchaser specifically acknowledges that Seller does not represent validity, or in any way warrant the accuracy completeness of any marketing such information or pamphlets listing or describing the Property or the information, if any, provided by Seller to Purchaser; and b. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN OR IN THE CLOSING DOCUMENTS, SELLER HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND OR NATURE WHATSOEVER (INCLUDING WARRANTIES OF HABITABILITY AND FITNESS FOR PARTICULAR PURPOSES), WHETHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO WARRANTIES WITH RESPECT TO: THE PROPERTY OR ITS CONSTRUCTION; DEFECTS CAUSED BY ACTS OF THE ORIGINAL SELLER, DEVELOPER, OR BUILDER OF THE PROPERTY, OR ANY SUPPLIER, CONTRACTOR, SUBCONTRACTOR, OR MATERIALMAN; DEFECTS PERTAINING TO STRUCTURAL ELEMENTS, SYSTEMS, EQUIPMENT, APPLIANCES, UTILITIES, OR FIXTURES RELATED TO THE PROPERTY; TAX LIABILITIES; ZONING; LAND VALUE; AVAILABILITY OF ACCESS OR UTILITIES; INGRESS OR EGRESS; GOVERNMENTAL APPROVALS; OR THE SOIL CONDITIONS OF THE REAL PROPERTY, REGARDLESS OF WHETHER SUCH CONDITIONS CURRENTLY EXIST OR EMERGE OVER TIME. PURCHASER FURTHER ACKNOWLEDGES THAT PURCHASER IS BUYING THE PROPERTY "AS IS" AND IN ITS PRESENT CONDITION AND THAT EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT OR IN ANY OTHER CLOSING DOCUMENTS, PURCHASER IS NOT RELYING UPON ANY REPRESENTATION OF ANY KIND OR NATURE MADE BY SELLER, OR ANY OF ITS EMPLOYEES OR AGENTS OF SELLER WITH RESPECT TO THE LAND OR PROPERTY, AND THAT, IN FACT, NO SUCH REPRESENTATIONS WERE MADE EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR IN ANY OTHER CLOSING DOCUMENTS; and c. FURTHER AND WITHOUT IN ANY WAY LIMITING ANY OTHER PROVISION OF THIS AGREEMENT, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN OR IN THE CLOSING DOCUMENTS SELLER MAKES NO WARRANTY WITH RESPECT TO THE PRESENCE ON OR BENEATH THE REAL PROPERTY (OR ANY PARCEL IN PROXIMITY THERETO) OF HAZARDOUS MATERIALS. BY ACCEPTANCE OF THIS AGREEMENT AND THE DEED, PURCHASER ACKNOWLEDGES THAT PURCHASER'S OPPORTUNITY FOR INSPECTION AND INVESTIGATION OF SUCH REAL PROPERTY (AND OTHER PARCELS IN PROXIMITY THERETO) HAS BEEN ADEQUATE TO ENABLE PURCHASER TO MAKE PURCHASER'S OWN DETERMINATION WITH RESPECT TO THE PRESENCE ON OR BENEATH THE REAL PROPERTY (AND OTHER PARCELS IN PROXIMITY THERETO) OF SUCH HAZARDOUS MATERIALS. FURTHERMORE, PURCHASER'S CLOSING HEREUNDER SHALL BE DEEMED TO CONSTITUTE AN EXPRESS WAIVER OF PURCHASER'S AND ITS SUCCESSORS' AND ASSIGNS' RIGHTS TO SUE SELLER AND OF PURCHASER'S RIGHT TO CAUSE SELLER TO BE JOINED IN AN ACTION BROUGHT UNDER ANY FEDERAL, STATE OR LOCAL LAW, RULE, ACT, OR REGULATION NOW EXISTING OR HEREAFTER ENACTED OR AMENDED WHICH PROHIBITS OR REGULATES THE USE, HANDLING, STORAGE, TRANSPORTATION OR DISPOSAL OF HAZARDOUS MATERIALS OR WHICH REQUIRES REMOVAL OR REMEDIAL ACTION WITH RESPECT TO SUCH HAZARDOUS MATERIALS, SPECIFICALLY INCLUDING BUT NOT LIMITED TO FEDERAL "CERCLA", "RCRA", AND "XXXX" ACTSdocumentation.

Condition of the Property. If Tenant acknowledges receipt and delivery of possession of the Property and that Tenant has examined and otherwise has knowledge of the condition of the Property prior to the execution and delivery of this Contract Lease and has found the same to be in good order and repair and satisfactory for its purposes hereunder. Regardless, however of any inspection made by Tenant of the Property and whether or not any patent or latent defect or condition was revealed or discovered thereby, Tenant is not terminated , Purchaser shall be deemed to have acknowledged that Seller has provided Purchaser sufficient opportunity to make such independent factual, physical leasing the Property "as is" in its present condition. Tenant waives and legal examinations and inquiries as Purchaser deems necessary and desirable releases any claim or cause of action against Landlord with respect to the Property and the transaction contemplated by this Contract and that Purchaser has approved the Property in all respects. The following provisions shall thereupon be applicable and shall survive the Closing or termination of this Contract: a. Purchaser does hereby acknowledge, represent, warrant and agree to and with Seller that, except as otherwise expressly provided in this Contract or in any documents executed in connection with the Closing (collectively, the “Closing Documents”): (i) Purchaser is expressly purchasing the Property in its existing condition "AS IS, WHERE IS, AND WITH ALL FAULTS" with respect to all facts, circumstances, conditions and defects; (ii) Seller has no obligation to inspect for, repair or correct any such facts, circumstances, conditions or defects or to compensate Purchaser for same; (iii) Seller has specifically bargained for the assumption by Purchaser of all responsibility to inspect and investigate the Property and of all risk of adverse conditions and has structured the Purchase Price and other terms of this Contract in consideration thereof; (iv) Purchaser is and will be relying strictly and solely upon inspections and examinations it is performing or having performed and the advice and counsel of its own consultants, agents, legal counsel and officers and at Closing Purchaser will be fully satisfied that the Purchase Price is fair and adequate consideration for the Property; (v) Seller is not making and has not made any warranty or representation with respect to any materials or other data provided by Seller to Purchaser (whether prepared by or for the Seller or others) or the education, skills, competence or diligence of the preparers thereof or the physical condition or any other aspect of all or any part of the Property including any defects or adverse conditions latent or patent, matured or unmatured, known or unknown by Tenant or Landlord as an inducement to Purchaser to enter into this Contract and thereafter to purchase the Property or for any other purpose; and (vi) by reason of all the foregoing, Purchaser assumes the full risk of any loss or damage occasioned by any fact, circumstance, condition or defect pertaining to the Property. Without limiting the generality of any of the foregoing, Purchaser specifically acknowledges that Seller does not represent or in any way warrant the accuracy of any marketing information or pamphlets listing or describing the Property or the information, if any, provided by Seller to Purchaser; and b. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN OR IN THE CLOSING DOCUMENTS, SELLER HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND OR NATURE WHATSOEVER (INCLUDING WARRANTIES OF HABITABILITY AND FITNESS FOR PARTICULAR PURPOSES), WHETHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO WARRANTIES WITH RESPECT TO: THE PROPERTY OR ITS CONSTRUCTION; DEFECTS CAUSED BY ACTS OF THE ORIGINAL SELLER, DEVELOPER, OR BUILDER OF THE PROPERTY, OR ANY SUPPLIER, CONTRACTOR, SUBCONTRACTOR, OR MATERIALMAN; DEFECTS PERTAINING TO STRUCTURAL ELEMENTS, SYSTEMS, EQUIPMENT, APPLIANCES, UTILITIES, OR FIXTURES RELATED TO THE PROPERTY; TAX LIABILITIES; ZONING; LAND VALUE; AVAILABILITY OF ACCESS OR UTILITIES; INGRESS OR EGRESS; GOVERNMENTAL APPROVALS; OR THE SOIL CONDITIONS OF THE REAL PROPERTY, REGARDLESS OF WHETHER SUCH CONDITIONS CURRENTLY EXIST OR EMERGE OVER TIMEdate hereof. PURCHASER FURTHER TENANT ACKNOWLEDGES THAT PURCHASER IS BUYING THE PROPERTY "LANDLORD (WHETHER ACTING AS IS" AND IN ITS PRESENT CONDITION AND THAT EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT LANDLORD HEREUNDER OR IN ANY OTHER CLOSING DOCUMENTSCAPACITY) HAS NOT MADE AND WILL NOT MAKE, PURCHASER IS NOT RELYING UPON NOR SHALL LANDLORD BE DEEMED TO HAVE MADE, ANY REPRESENTATION OF ANY KIND WARRANTY OR NATURE MADE BY SELLERREPRESENTATION, EXPRESS OR ANY OF ITS EMPLOYEES OR AGENTS OF SELLER IMPLIED, WITH RESPECT TO THE LAND OR PROPERTY, AND THATINCLUDING ANY WARRANTY OR REPRESENTATION AS TO (i) ITS FITNESS, IN FACTDESIGN OR CONDITION FOR ANY PARTICULAR USE OR PURPOSE, NO SUCH REPRESENTATIONS WERE MADE EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT (ii) THE QUALITY OF THE MATERIAL OR IN WORKMANSHIP THEREIN, (iii) THE EXISTENCE OF ANY OTHER CLOSING DOCUMENTS; and c. FURTHER AND WITHOUT IN ANY WAY LIMITING ANY OTHER PROVISION OF THIS AGREEMENTDEFECT, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN LATENT OR IN THE CLOSING DOCUMENTS SELLER MAKES NO WARRANTY PATENT, (iv) LANDLORD'S TITLE THERETO, (v) VALUE, (vi) COMPLIANCE WITH RESPECT TO THE PRESENCE ON OR BENEATH THE REAL PROPERTY SPECIFICATIONS, (OR ANY PARCEL IN PROXIMITY THERETOvii) OF HAZARDOUS MATERIALS. BY ACCEPTANCE OF THIS AGREEMENT AND THE DEEDLOCATION, PURCHASER ACKNOWLEDGES THAT PURCHASER'S OPPORTUNITY FOR INSPECTION AND INVESTIGATION OF SUCH REAL PROPERTY (AND OTHER PARCELS IN PROXIMITY THERETOviii) HAS BEEN ADEQUATE TO ENABLE PURCHASER TO MAKE PURCHASER'S OWN DETERMINATION WITH RESPECT TO THE PRESENCE ON OR BENEATH THE REAL PROPERTY (AND OTHER PARCELS IN PROXIMITY THERETO) OF SUCH HAZARDOUS MATERIALS. FURTHERMORE, PURCHASER'S CLOSING HEREUNDER SHALL BE DEEMED TO CONSTITUTE AN EXPRESS WAIVER OF PURCHASER'S AND ITS SUCCESSORS' AND ASSIGNS' RIGHTS TO SUE SELLER AND OF PURCHASER'S RIGHT TO CAUSE SELLER TO BE JOINED IN AN ACTION BROUGHT UNDER ANY FEDERAL, STATE OR LOCAL LAW, RULE, ACT, OR REGULATION NOW EXISTING OR HEREAFTER ENACTED OR AMENDED WHICH PROHIBITS OR REGULATES THE USE, HANDLING, STORAGE, TRANSPORTATION OR DISPOSAL OF HAZARDOUS MATERIALS OR WHICH REQUIRES REMOVAL OR REMEDIAL ACTION WITH RESPECT TO SUCH HAZARDOUS MATERIALS, SPECIFICALLY INCLUDING BUT NOT LIMITED TO FEDERAL "CERCLA", "RCRA", AND "XXXX" ACTS.(ix) CONDITION,

Condition of the Property. If Purchaser and Seller mutually acknowledge and agree that except as otherwise set forth in this Contract Agreement, the Property is being sold in an “AS IS” condition, “WITH ALL FAULTS,” known or unknown, contingent or existing. Purchaser had the sole responsibility to fully inspect the Property, to investigate all matters relevant thereto, including, without limitation, the condition of the Property, and to reach its own, independent evaluation of any risks or rewards associated with the ownership, leasing, management and operation of the Property. This Agreement, the Exhibits and the Schedules attached hereto contain all the terms of the agreement entered into between the parties, and Purchaser acknowledges that neither Seller nor any representatives of Seller has made any representations or held out any inducements to Purchaser, other than those expressly set forth in this Agreement. Without limiting the generality of the foregoing, Purchaser has not terminated relied on any representations or warranties except for those expressly set forth in this Agreement and neither Seller nor its representatives made any representations or warranties, in either case express or implied, except as set forth in this Agreement, as to (i) the current or future real estate tax liability, assessment or valuation of the Property; (ii) the potential qualification of the Property for any and all benefits conferred by federal, state or municipal laws, whether for subsidies, special real estate tax treatment, insurance, mortgages, or any other benefits, whether similar or dissimilar to those enumerated; (iii) the compliance of the Property, in its current or any future state, with applicable zoning ordinances and the ability to obtain a change in the zoning or a variance in respect to the Property’s non-compliance, if any, with said zoning ordinances; (iv) the availability of any financing for the purchase, alteration, rehabilitation or operation of the Property from any source, including but not limited to, state, city, or federal government or any institutional lender; (v) the current or future use of the Property; (vi) the physical condition of the Property including, without limitation, any environmental conditions (including the presence of asbestos or other Hazardous Substances) which may exist; or (viii) the accuracy of any due diligence materials. Without limiting the above, Purchaser on behalf of itself and its successors and assigns waives and releases Seller and Seller’s Affiliates and agents and their respective successors and assigns 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 direct or indirect, known or unknown, foreseen or unforeseen, arising from or relating to the physical condition of the Property or any law or regulation applicable thereto; provided however Purchaser specifically does not waive or release Seller 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) related to the presence or alleged presence of Hazardous Substances in, on, under or about the Property, including, without limitation, any Claims under or on account of (i) the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as the same may have been or may be amended from time to time, and similar state statutes, and any rules and regulations promulgated thereunder, (ii) any other federal, state or local law, ordinance, rules or regulation, now or hereafter in effect, that deals with or otherwise in any manner relates to, environmental, natural resources, or health and safety matters of any kind, or (iii) this Agreement or the common law unless the location and type of any such Hazardous Substances are specifically identified in the Environmental Reports. For purposes of clarification and by way of example, if Hazardous Substances are found after Closing in a location and of a type that is consistent with the identification of such Hazardous Substances in one or more of the Environmental Reports, Purchaser shall be deemed to have acknowledged that waived its right to take any action against Seller has provided Purchaser sufficient opportunity under this Agreement related to make such independent factualHazardous Substances. If, physical and legal examinations and inquiries as Purchaser deems necessary and desirable with respect to on the Property and the transaction contemplated by this Contract and that Purchaser has approved the Property other hand, Hazardous Substances are found in all respects. The following provisions shall thereupon be applicable and shall survive the Closing a location or termination of this Contract: a. Purchaser does hereby acknowledge, represent, warrant and agree to and with Seller that, except as otherwise expressly provided a type not identified in this Contract or in any documents executed in connection with the Closing (collectively, the “Closing Documents”): (i) Purchaser is expressly purchasing the Property in its existing condition "AS IS, WHERE IS, AND WITH ALL FAULTS" with respect to all facts, circumstances, conditions and defects; (ii) Seller has no obligation to inspect for, repair or correct any such facts, circumstances, conditions or defects or to compensate Purchaser for same; (iii) Seller has specifically bargained for the assumption by Purchaser of all responsibility to inspect and investigate the Property and of all risk of adverse conditions and has structured the Purchase Price and other terms of this Contract in consideration thereof; (iv) Purchaser is and will be relying strictly and solely upon inspections and examinations it is performing or having performed and the advice and counsel of its own consultants, agents, legal counsel and officers and at Closing Purchaser will be fully satisfied that the Purchase Price is fair and adequate consideration for the Property; (v) Seller is not making and has not made any warranty or representation with respect to any materials or other data provided by Seller to Purchaser (whether prepared by or for the Seller or others) or the education, skills, competence or diligence of the preparers thereof or the physical condition or any other aspect of all or any part of the Property as an inducement to Purchaser to enter into this Contract and thereafter to purchase the Property or for any other purpose; and (vi) by reason of all the foregoing, Purchaser assumes the full risk of any loss or damage occasioned by any fact, circumstance, condition or defect pertaining to the Property. Without limiting the generality of any of the foregoingEnvironmental Reports, then Purchaser specifically acknowledges that shall not be deemed to have waived its rights against Seller does under this Agreement related to the reporting, investigation, assessment, cleanup, remediation, monitoring, third party liability or any Claims of or related to any such Hazardous Substances. As used in this Agreement, “Claims” mean any claim, demand, lien, agreement, contract, covenant, action, suit, cause of action (whether based on statutory or common law theories), obligation, loss, cost, expense (including, without limitation, reasonable attorneys’ fees (whether or not represent litigation is commenced), penalty, damages, order or other liability, of any kind whatsoever, whether at law of in equity, fixed or contingent, known or unknown, and whether accruing now or in any way warrant the accuracy of any marketing information or pamphlets listing or describing the Property or the information, if any, provided by Seller to Purchaser; and b. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN OR IN THE CLOSING DOCUMENTS, SELLER HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND OR NATURE WHATSOEVER (INCLUDING WARRANTIES OF HABITABILITY AND FITNESS FOR PARTICULAR PURPOSESfuture), WHETHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO WARRANTIES WITH RESPECT TO: THE PROPERTY OR ITS CONSTRUCTION; DEFECTS CAUSED BY ACTS OF THE ORIGINAL SELLER, DEVELOPER, OR BUILDER OF THE PROPERTY, OR ANY SUPPLIER, CONTRACTOR, SUBCONTRACTOR, OR MATERIALMAN; DEFECTS PERTAINING TO STRUCTURAL ELEMENTS, SYSTEMS, EQUIPMENT, APPLIANCES, UTILITIES, OR FIXTURES RELATED TO THE PROPERTY; TAX LIABILITIES; ZONING; LAND VALUE; AVAILABILITY OF ACCESS OR UTILITIES; INGRESS OR EGRESS; GOVERNMENTAL APPROVALS; OR THE SOIL CONDITIONS OF THE REAL PROPERTY, REGARDLESS OF WHETHER SUCH CONDITIONS CURRENTLY EXIST OR EMERGE OVER TIME. PURCHASER FURTHER ACKNOWLEDGES THAT PURCHASER IS BUYING THE PROPERTY "AS IS" AND IN ITS PRESENT CONDITION AND THAT EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT OR IN ANY OTHER CLOSING DOCUMENTS, PURCHASER IS NOT RELYING UPON ANY REPRESENTATION OF ANY KIND OR NATURE MADE BY SELLER, OR ANY OF ITS EMPLOYEES OR AGENTS OF SELLER WITH RESPECT TO THE LAND OR PROPERTY, AND THAT, IN FACT, NO SUCH REPRESENTATIONS WERE MADE EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR IN ANY OTHER CLOSING DOCUMENTS; and c. FURTHER AND WITHOUT IN ANY WAY LIMITING ANY OTHER PROVISION OF THIS AGREEMENT, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN OR IN THE CLOSING DOCUMENTS SELLER MAKES NO WARRANTY WITH RESPECT TO THE PRESENCE ON OR BENEATH THE REAL PROPERTY (OR ANY PARCEL IN PROXIMITY THERETO) OF HAZARDOUS MATERIALS. BY ACCEPTANCE OF THIS AGREEMENT AND THE DEED, PURCHASER ACKNOWLEDGES THAT PURCHASER'S OPPORTUNITY FOR INSPECTION AND INVESTIGATION OF SUCH REAL PROPERTY (AND OTHER PARCELS IN PROXIMITY THERETO) HAS BEEN ADEQUATE TO ENABLE PURCHASER TO MAKE PURCHASER'S OWN DETERMINATION WITH RESPECT TO THE PRESENCE ON OR BENEATH THE REAL PROPERTY (AND OTHER PARCELS IN PROXIMITY THERETO) OF SUCH HAZARDOUS MATERIALS. FURTHERMORE, PURCHASER'S CLOSING HEREUNDER SHALL BE DEEMED TO CONSTITUTE AN EXPRESS WAIVER OF PURCHASER'S AND ITS SUCCESSORS' AND ASSIGNS' RIGHTS TO SUE SELLER AND OF PURCHASER'S RIGHT TO CAUSE SELLER TO BE JOINED IN AN ACTION BROUGHT UNDER ANY FEDERAL, STATE OR LOCAL LAW, RULE, ACT, OR REGULATION NOW EXISTING OR HEREAFTER ENACTED OR AMENDED WHICH PROHIBITS OR REGULATES THE USE, HANDLING, STORAGE, TRANSPORTATION OR DISPOSAL OF HAZARDOUS MATERIALS OR WHICH REQUIRES REMOVAL OR REMEDIAL ACTION WITH RESPECT TO SUCH HAZARDOUS MATERIALS, SPECIFICALLY INCLUDING BUT NOT LIMITED TO FEDERAL "CERCLA", "RCRA", AND "XXXX" ACTS.

Condition of the Property. If (a) Purchaser expressly acknowledges that, except as expressly set forth in this Contract is not terminated Agreement, neither Seller, nor any person acting on behalf of Seller, nor any person or entity which prepared or provided any of the materials reviewed by Purchaser in conducting its Due Diligence, nor any direct or indirect officer, director, partner, shareholder, employee, agent, representative, accountant, advisor, attorney, principal, affiliate, consultant, contractor, successor or assign of any of the foregoing parties (Seller, and all of the other parties described in the preceding portions of this sentence (other than Purchaser) shall be deemed referred to have acknowledged that Seller herein collectively as the "Exculpated ---------- Parties") has provided Purchaser sufficient opportunity to make such independent factualmade any oral or written representations or warranties, physical and legal examinations and inquiries as Purchaser deems necessary and desirable whether ------- expressed or implied, by operation of law or otherwise, with respect to the Property, the zoning and other laws, regulations and rules applicable thereto or the compliance by the Property therewith, the revenues and expenses generated by or associated with the Property, or otherwise relating to the Property or the transactions contemplated herein. Purchaser further acknowledges that, all materials which have been provided by any of the Exculpated Parties have been provided without any warranty or representation, expressed or implied as to their content, suitability for any purpose, accuracy, truthfulness or completeness and Purchaser shall not have any recourse against Seller or any of the other Exculpated Parties in the event of any errors therein or omissions therefrom. Purchaser is acquiring the Property based solely on its own independent investigation and inspection of the Property and not in reliance on any information provided by Seller, or any of the transaction contemplated by this Contract other Exculpated Parties. (b) Purchaser acknowledges and agrees that Purchaser has approved it is purchasing the Property in all respects. The following provisions shall thereupon be applicable "AS IS" and shall survive "WITH ALL FAULTS", based upon the Closing or termination condition of the Property as of the date of this Contract: a. Agreement, reasonable wear and tear and, subject to the provisions of Sections 11 and 12 of this Agreement, loss by condemnation or fire ----------- -- or other casualty excepted. Purchaser does hereby acknowledge, represent, warrant acknowledges and agree agrees that its obligations under this Agreement shall not be subject to any financing contingency or other contingencies or satisfaction of conditions and with Seller thatPurchaser shall have no right to terminate this Agreement or receive a return of the Deposit, except as otherwise expressly provided in this Contract or in any documents executed in connection with the Closing herein. (collectivelyc) SELLER AND PURCHASER HEREBY AGREE THAT, the “Closing Documents”): (i) Purchaser is expressly purchasing the Property in its existing condition "AS IS, WHERE IS, AND WITH ALL FAULTS" with respect to all facts, circumstances, conditions and defects; (ii) Seller has no obligation to inspect for, repair or correct any such facts, circumstances, conditions or defects or to compensate Purchaser for same; (iii) Seller has specifically bargained for the assumption by Purchaser of all responsibility to inspect and investigate the Property and of all risk of adverse conditions and has structured the Purchase Price and other terms of this Contract in consideration thereof; (iv) Purchaser is and will be relying strictly and solely upon inspections and examinations it is performing or having performed and the advice and counsel of its own consultants, agents, legal counsel and officers and at Closing Purchaser will be fully satisfied that the Purchase Price is fair and adequate consideration for the Property; (v) Seller is not making and has not made any warranty or representation with respect to any materials or other data provided by Seller to Purchaser (whether prepared by or for the Seller or others) or the education, skills, competence or diligence of the preparers thereof or the physical condition or any other aspect of all or any part of the Property as an inducement to Purchaser to enter into this Contract and thereafter to purchase the Property or for any other purpose; and (vi) by reason of all the foregoing, Purchaser assumes the full risk of any loss or damage occasioned by any fact, circumstance, condition or defect pertaining to the Property. Without limiting the generality of any of the foregoing, Purchaser specifically acknowledges that Seller does not represent or in any way warrant the accuracy of any marketing information or pamphlets listing or describing the Property or the information, if any, provided by Seller to Purchaser; and b. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN OR SET FORTH IN THE CLOSING DOCUMENTSTHIS AGREEMENT, SELLER HEREBY DISCLAIMS ALL WARRANTIES OF HAS NOT MADE AND IS NOT MAKING ANY KIND REPRESENTATIONS OR NATURE WHATSOEVER (INCLUDING WARRANTIES OF HABITABILITY AND FITNESS FOR PARTICULAR PURPOSES)WARRANTIES, WHETHER EXPRESSED EXPRESS OR IMPLIED, INCLUDINGWRITTEN OR ORAL, BUT NOT LIMITED AS TO WARRANTIES WITH RESPECT TO: (A) THE NATURE OR CONDITION, PHYSICAL OR OTHERWISE, OF THE PROPERTY OR ITS ANY ASPECT THEREOF, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF HABITABILITY, SUITABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE, OR THE ABSENCE OF LATENT VICES OR DEFECTS IN THE PROPERTY, (B) THE NATURE OR QUALITY OF CONSTRUCTION; DEFECTS CAUSED BY ACTS , STRUCTURAL DESIGN OR ENGINEERING OF THE ORIGINAL SELLERIMPROVEMENTS OR THE STATE OF REPAIR OR LACK OF REPAIR OF ANY OF THE IMPROVEMENTS, DEVELOPER(C) THE QUALITY OF THE LABOR OR MATERIALS INCLUDED IN THE IMPROVEMENTS, (D) THE SOIL CONDITIONS, DRAINAGE CONDITIONS, TOPOGRAPHICAL FEATURES, ACCESS TO PUBLIC RIGHTS-OF-WAY, AVAILABILITY OF UTILITIES OR BUILDER OTHER CONDITIONS OR CIRCUMSTANCES WHICH AFFECT OR MAY AFFECT THE PROPERTY OR ANY USE TO WHICH THE PROPERTY MAY BE PUT, (E) ANY CONDITIONS AT OR WHICH AFFECT OR MAY AFFECT THE PROPERTY WITH RESPECT TO ANY PARTICULAR PURPOSE, USE, DEVELOPMENT POTENTIAL OR OTHERWISE, (F) THE AREA, SIZE, SHAPE, CONFIGURATION, LOCATION, CAPACITY, QUANTITY, QUALITY, CASH FLOW, EXPENSES OR VALUE OF THE PROPERTY OR ANY PART THEREOF, (G) THE NATURE OR EXTENT OF TITLE TO THE PROPERTY, OR ANY SUPPLIEREASEMENT, CONTRACTORSERVITUDE, SUBCONTRACTORRIGHT-OF-WAY, POSSESSION, LIEN, ENCUMBRANCE, LICENSE, RESERVATION, CONDITION OR MATERIALMAN; DEFECTS PERTAINING TO STRUCTURAL ELEMENTS, SYSTEMS, EQUIPMENT, APPLIANCES, UTILITIES, OR FIXTURES RELATED OTHERWISE THAT MAY AFFECT TITLE TO THE PROPERTY; TAX LIABILITIES; ZONING; LAND VALUE; AVAILABILITY OF ACCESS , (H) ANY ENVIRONMENTAL, GEOLOGICAL, STRUCTURAL, OR UTILITIES; INGRESS OTHER CONDITION OR EGRESS; GOVERNMENTAL APPROVALS; HAZARD OR THE SOIL CONDITIONS OF ABSENCE THEREOF HERETOFORE, NOW OR HEREAFTER AFFECTING IN ANY MANNER THE REAL PROPERTY, REGARDLESS OF WHETHER SUCH CONDITIONS CURRENTLY EXIST OR EMERGE OVER TIME. PURCHASER FURTHER ACKNOWLEDGES THAT PURCHASER IS BUYING THE PROPERTY "AS IS" AND IN ITS PRESENT CONDITION AND THAT EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT OR IN ANY OTHER CLOSING DOCUMENTS, PURCHASER IS NOT RELYING UPON ANY REPRESENTATION OF ANY KIND OR NATURE MADE BY SELLER, OR ANY OF ITS EMPLOYEES OR AGENTS OF SELLER WITH RESPECT TO THE LAND OR PROPERTY, AND THAT, IN FACT, NO SUCH REPRESENTATIONS WERE MADE EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR IN ANY OTHER CLOSING DOCUMENTS; and c. FURTHER AND WITHOUT IN ANY WAY LIMITING ANY OTHER PROVISION OF THIS AGREEMENT, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN OR IN THE CLOSING DOCUMENTS SELLER MAKES NO WARRANTY WITH RESPECT TO THE PRESENCE ON OR BENEATH THE REAL PROPERTY (OR ANY PARCEL IN PROXIMITY THERETO) OF HAZARDOUS MATERIALS. BY ACCEPTANCE OF THIS AGREEMENT AND THE DEED, PURCHASER ACKNOWLEDGES THAT PURCHASER'S OPPORTUNITY FOR INSPECTION AND INVESTIGATION OF SUCH REAL PROPERTY (AND OTHER PARCELS IN PROXIMITY THERETO) HAS BEEN ADEQUATE TO ENABLE PURCHASER TO MAKE PURCHASER'S OWN DETERMINATION WITH RESPECT TO THE PRESENCE ON OR BENEATH THE REAL PROPERTY (AND OTHER PARCELS IN PROXIMITY THERETO) OF SUCH HAZARDOUS MATERIALS. FURTHERMORE, PURCHASER'S CLOSING HEREUNDER SHALL BE DEEMED TO CONSTITUTE AN EXPRESS WAIVER OF PURCHASER'S AND ITS SUCCESSORS' AND ASSIGNS' RIGHTS TO SUE SELLER AND OF PURCHASER'S RIGHT TO CAUSE SELLER TO BE JOINED IN AN ACTION BROUGHT UNDER ANY FEDERAL, STATE OR LOCAL LAW, RULE, ACT, OR REGULATION NOW EXISTING OR HEREAFTER ENACTED OR AMENDED WHICH PROHIBITS OR REGULATES THE USE, HANDLING, STORAGE, TRANSPORTATION OR DISPOSAL OF HAZARDOUS MATERIALS OR WHICH REQUIRES REMOVAL OR REMEDIAL ACTION WITH RESPECT TO SUCH HAZARDOUS MATERIALS, SPECIFICALLY INCLUDING BUT NOT LIMITED TO, THE PRESENCE OR ABSENCE OF ASBESTOS OR ANY ENVIRONMENTALLY HAZARDOUS SUBSTANCE ON, IN, UNDER OR ADJACENT TO FEDERAL "CERCLA"THE PROPERTY, "RCRA"OR(I)THE COMPLIANCE OF THE PROPERTY OR THE OPERATION OR USE OF THE PROPERTY WITH ANY APPLICABLE RESTRICTIVE COVENANTS, OR WITH ANY LAWS, ORDINANCES OR REGULATIONS OF ANY GOVERNMENTAL BODY (INCLUDING SPECIFICALLY, WITHOUT LIMITATION, ANY ZONING LAWS OR REGULATIONS, ANY BUILDING CODES, ANY ENVIRONMENTAL LAWS, AND "XXXX" ACTSTHE AMERICANS WITH DISABILITIES ACT OF 1990, 42 U.S.C. 12101 ET SEQ.) AND PURCHASER EXPRESSLY DISCLAIMS ANY RIGHT TO BRING ANY CLAIM IN RESPECT OF THE FOREGOING. THE PROVISIONS OF THIS SECTION 9 SHALL BE BINDING ON PURCHASER AND SHALL SURVIVE THE CLOSING.

Condition of the Property. If Except as may be otherwise expressly provided in this Contract is not terminated Lease, Purchaser shall be deemed to have acknowledged that Seller has provided Purchaser sufficient opportunity to make such independent factual, physical and legal examinations and inquiries as Purchaser deems necessary and desirable with respect to the taking of possession of the Property by Lessee shall in itself constitute acknowledgment that the Property is in good and the transaction contemplated by this Contract tenantable condition, and that Purchaser has approved Xxxxxx agrees to accept the Property in its presently existing condition, “as is,” “where is,” and “with all respectsfaults” and that the Port shall not be obligated to make any improvements or modifications thereto except to the extent that may otherwise be expressly provided in this Lease. The following provisions Xxxxxx represents and acknowledges that it has made a sufficient investigation of the conditions of the Property existing immediately prior to the execution of this Lease and is satisfied that the Property will safely support the type of improvements to be constructed and maintained by Xxxxxx upon the Property, that the Property is otherwise fully fit physically and lawfully for the uses required and permitted by this Lease and that Xxxxxx accepts all risks associated therewith. Lessee specifically acknowledges that except as otherwise may be expressly provided herein the Port has made no representations concerning the condition of the Property or any Improvements and/or the fitness of the Property or any Improvements for Lessee’s intended use, and/or the compliance of the Property and/or any Improvements with any federal, state, or local building code or ordinance, or with any laws or regulations or guidelines regarding disabled or handicapped persons, including without limitation the Americans With Disabilities Act of 1990, and Xxxxxx expressly waives any duty which the Port might have to make any such disclosures. Xxxxxx further agrees that, in the event Lessee subleases all or any portion of the Property or assigns its interest in this Lease, Xxxxxx shall thereupon be applicable indemnify and defend the Port for, from and against any matters which arise as a result of Xxxxxx’s failure to disclose any relevant information about the Property or Premises to any subtenant or assignee. It is the intention of the Port and Lessee that the immediately preceding sentence shall survive any release of Lessee by the Closing or termination Port upon any assignment of this Contract: a. Purchaser does hereby acknowledge, represent, warrant and agree to and with Seller Lease by Xxxxxx. Xxxxxx agrees that, except as otherwise expressly provided in this Contract Lease, Xxxxxx is solely responsible without any cost or in any documents executed in connection with expense to the Closing (collectivelyPort to take all actions necessary, the “Closing Documents”): (i) Purchaser is expressly purchasing off as well as on the Property in its existing condition "AS IS, WHERE IS, AND WITH ALL FAULTS" with respect to all facts, circumstances, conditions improve and defects; (ii) Seller has no obligation to inspect for, repair or correct any such facts, circumstances, conditions or defects or to compensate Purchaser for same; (iii) Seller has specifically bargained for the assumption by Purchaser of all responsibility to inspect and investigate the Property and of all risk of adverse conditions and has structured the Purchase Price and other terms of this Contract in consideration thereof; (iv) Purchaser is and will be relying strictly and solely upon inspections and examinations it is performing or having performed and the advice and counsel of its own consultants, agents, legal counsel and officers and at Closing Purchaser will be fully satisfied that the Purchase Price is fair and adequate consideration for the Property; (v) Seller is not making and has not made any warranty or representation with respect to any materials or other data provided by Seller to Purchaser (whether prepared by or for the Seller or others) or the education, skills, competence or diligence of the preparers thereof or the physical condition or any other aspect of all or any part of continuously use the Property as an inducement to Purchaser to enter into required by this Contract Lease and thereafter to purchase the Property or for any other purpose; in compliance with all applicable laws and (vi) by reason of all the foregoing, Purchaser assumes the full risk of any loss or damage occasioned by any fact, circumstance, condition or defect pertaining to the Property. Without limiting the generality of any of the foregoing, Purchaser specifically acknowledges that Seller does not represent or in any way warrant the accuracy of any marketing information or pamphlets listing or describing the Property or the information, if any, provided by Seller to Purchaser; and b. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN OR IN THE CLOSING DOCUMENTS, SELLER HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND OR NATURE WHATSOEVER (INCLUDING WARRANTIES OF HABITABILITY AND FITNESS FOR PARTICULAR PURPOSES), WHETHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO WARRANTIES WITH RESPECT TO: THE PROPERTY OR ITS CONSTRUCTION; DEFECTS CAUSED BY ACTS OF THE ORIGINAL SELLER, DEVELOPER, OR BUILDER OF THE PROPERTY, OR ANY SUPPLIER, CONTRACTOR, SUBCONTRACTOR, OR MATERIALMAN; DEFECTS PERTAINING TO STRUCTURAL ELEMENTS, SYSTEMS, EQUIPMENT, APPLIANCES, UTILITIES, OR FIXTURES RELATED TO THE PROPERTY; TAX LIABILITIES; ZONING; LAND VALUE; AVAILABILITY OF ACCESS OR UTILITIES; INGRESS OR EGRESS; GOVERNMENTAL APPROVALS; OR THE SOIL CONDITIONS OF THE REAL PROPERTY, REGARDLESS OF WHETHER SUCH CONDITIONS CURRENTLY EXIST OR EMERGE OVER TIME. PURCHASER FURTHER ACKNOWLEDGES THAT PURCHASER IS BUYING THE PROPERTY "AS IS" AND IN ITS PRESENT CONDITION AND THAT EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT OR IN ANY OTHER CLOSING DOCUMENTS, PURCHASER IS NOT RELYING UPON ANY REPRESENTATION OF ANY KIND OR NATURE MADE BY SELLER, OR ANY OF ITS EMPLOYEES OR AGENTS OF SELLER WITH RESPECT TO THE LAND OR PROPERTY, AND THAT, IN FACT, NO SUCH REPRESENTATIONS WERE MADE EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR IN ANY OTHER CLOSING DOCUMENTS; and c. FURTHER AND WITHOUT IN ANY WAY LIMITING ANY OTHER PROVISION OF THIS AGREEMENT, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN OR IN THE CLOSING DOCUMENTS SELLER MAKES NO WARRANTY WITH RESPECT TO THE PRESENCE ON OR BENEATH THE REAL PROPERTY (OR ANY PARCEL IN PROXIMITY THERETO) OF HAZARDOUS MATERIALS. BY ACCEPTANCE OF THIS AGREEMENT AND THE DEED, PURCHASER ACKNOWLEDGES THAT PURCHASER'S OPPORTUNITY FOR INSPECTION AND INVESTIGATION OF SUCH REAL PROPERTY (AND OTHER PARCELS IN PROXIMITY THERETO) HAS BEEN ADEQUATE TO ENABLE PURCHASER TO MAKE PURCHASER'S OWN DETERMINATION WITH RESPECT TO THE PRESENCE ON OR BENEATH THE REAL PROPERTY (AND OTHER PARCELS IN PROXIMITY THERETO) OF SUCH HAZARDOUS MATERIALS. FURTHERMORE, PURCHASER'S CLOSING HEREUNDER SHALL BE DEEMED TO CONSTITUTE AN EXPRESS WAIVER OF PURCHASER'S AND ITS SUCCESSORS' AND ASSIGNS' RIGHTS TO SUE SELLER AND OF PURCHASER'S RIGHT TO CAUSE SELLER TO BE JOINED IN AN ACTION BROUGHT UNDER ANY FEDERAL, STATE OR LOCAL LAW, RULE, ACT, OR REGULATION NOW EXISTING OR HEREAFTER ENACTED OR AMENDED WHICH PROHIBITS OR REGULATES THE USE, HANDLING, STORAGE, TRANSPORTATION OR DISPOSAL OF HAZARDOUS MATERIALS OR WHICH REQUIRES REMOVAL OR REMEDIAL ACTION WITH RESPECT TO SUCH HAZARDOUS MATERIALS, SPECIFICALLY INCLUDING BUT NOT LIMITED TO FEDERAL "CERCLA", "RCRA", AND "XXXX" ACTSregulations.

Condition of the Property. If this Contract is not terminated Purchaser understands and agrees that, Purchaser shall be deemed to have acknowledged that Seller has provided Purchaser sufficient opportunity to make such independent factual, physical and legal examinations and inquiries as Purchaser deems necessary and desirable with respect to the Property physical and environmental condition of the transaction contemplated by this Contract and that Purchaser has approved Property, the Property in all respects. The following provisions shall thereupon be applicable is being sold and shall survive the Closing conveyed hereunder "AS IS", without any representation or termination of this Contract: a. Purchaser does hereby acknowledge, represent, warrant and agree to and with warranty by Seller that, except as otherwise expressly provided set forth in this Contract Agreement or in any documents executed in connection with the Closing (collectivelyand delivered by Seller at Closing. Neither Seller nor Seller's representatives make any warranties or representations of any kind or character, the “Closing Documents”): (i) Purchaser is expressly purchasing the Property in its existing condition "AS ISexpress or implied, WHERE IS, AND WITH ALL FAULTS" with respect to all factsthe Property, circumstancesits physical condition, conditions or expenses to be incurred with respect thereto, or its obligations or any other matter or thing relating to or affecting the same except as specifically set forth in this Agreement or in any documents executed and defects; (ii) delivered by Seller has at Closing. There are no obligation oral agreements, warranties or representations between Seller and Purchaser collateral to inspect for, repair or correct any such facts, circumstances, conditions or defects or to compensate Purchaser for same; (iii) Seller has specifically bargained for the assumption by Purchaser of all responsibility to inspect and investigate affecting the Property except as may otherwise be expressly set forth in this Agreement or in any documents executed and of all risk of adverse conditions delivered by Seller at Closing. Except as otherwise specifically set forth in this Agreement or in any documents executed and has structured the Purchase Price and other terms of this Contract in consideration thereof; (iv) Purchaser is and will be relying strictly and solely upon inspections and examinations it is performing or having performed and the advice and counsel of its own consultantsdelivered by Seller at Closing, agents, legal counsel and officers and at Closing Purchaser will be fully satisfied that the Purchase Price is fair and adequate consideration for the Property; (v) Seller is not making and has not made and does not hereby make any warranty express or representation implied representations or warranties whatsoever with respect to any materials or other data provided by Seller to Purchaser (whether prepared by or for the Seller or others) or the education, skills, competence or diligence condition of the preparers thereof or the physical condition or any other aspect of all or any part of the Property as an inducement to Purchaser to enter into this Contract and thereafter to purchase the Property or for any other purpose; and (vi) by reason of all the foregoing, Purchaser assumes the full risk of any loss or damage occasioned by any fact, circumstance, condition or defect pertaining to the Property. Without limiting the generality of any of the foregoing, except as otherwise specifically set forth in this Agreement or in any documents executed and delivered by Seller at the Closing, Seller makes no representation or warranty regarding size, location, zoning, compliance with environmental laws or any other laws including the Americans with Disabilities Act, or regarding quality of construction, workmanship, merchantability, or fitness for any particular purpose or as to the adequacy, accuracy or sufficiency of any Plans and Specifications relating to the Property (including structural designs and plans and environmental reports) which may be delivered or made available to Purchaser in connection with this Agreement or the Property. Purchaser has taken into account and has assumed the additional risks inherent in consummating this transaction without relying upon any representations or warranties by Seller or Seller's agents or contractors, or by any other person(s) except as specifically set forth in this Agreement or in any documents executed and delivered by Seller at Closing. Except as otherwise specifically set forth in this Agreement or in any documents executed and delivered by Seller at Closing, Purchaser acknowledges that Seller does will not represent and is under no obligation to deliver any other items or matters to Purchaser in any way warrant the accuracy connection with Purchaser's review of any marketing information or pamphlets listing or describing the Property during the Inspection Period or as a condition precedent to Purchaser's obligation to close under this Agreement. Although Seller is conveying the informationReal Property to Purchaser in an "AS IS" condition as of the date of the Closing, at the Closing Purchaser and Seller shall (a) enter into a Master Lease to give Seller, as the lessee, an opportunity to lease and complete the then Unleased Space, as defined in the Master Lease and (b) enter into an Escrow Agreement to give Seller an opportunity to complete the incomplete work or correct any defective work in the Condominium Units or Common Areas, which Uncompleted and Defective Work, if any, provided by Seller to Purchaser; and b. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN OR IN THE CLOSING DOCUMENTS, SELLER HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND OR NATURE WHATSOEVER (INCLUDING WARRANTIES OF HABITABILITY AND FITNESS FOR PARTICULAR PURPOSES), WHETHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO WARRANTIES WITH RESPECT TO: THE PROPERTY OR ITS CONSTRUCTION; DEFECTS CAUSED BY ACTS OF THE ORIGINAL SELLER, DEVELOPER, OR BUILDER OF THE PROPERTY, OR ANY SUPPLIER, CONTRACTOR, SUBCONTRACTOR, OR MATERIALMAN; DEFECTS PERTAINING TO STRUCTURAL ELEMENTS, SYSTEMS, EQUIPMENT, APPLIANCES, UTILITIES, OR FIXTURES RELATED TO THE PROPERTY; TAX LIABILITIES; ZONING; LAND VALUE; AVAILABILITY OF ACCESS OR UTILITIES; INGRESS OR EGRESS; GOVERNMENTAL APPROVALS; OR THE SOIL CONDITIONS OF THE REAL PROPERTY, REGARDLESS OF WHETHER SUCH CONDITIONS CURRENTLY EXIST OR EMERGE OVER TIME. PURCHASER FURTHER ACKNOWLEDGES THAT PURCHASER IS BUYING THE PROPERTY "AS IS" AND IN ITS PRESENT CONDITION AND THAT EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT OR IN ANY OTHER CLOSING DOCUMENTS, PURCHASER IS NOT RELYING UPON ANY REPRESENTATION OF ANY KIND OR NATURE MADE BY SELLER, OR ANY OF ITS EMPLOYEES OR AGENTS OF SELLER WITH RESPECT TO THE LAND OR PROPERTY, AND THAT, IN FACT, NO SUCH REPRESENTATIONS WERE MADE EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR IN ANY OTHER CLOSING DOCUMENTS; and c. FURTHER AND WITHOUT IN ANY WAY LIMITING ANY OTHER PROVISION OF THIS AGREEMENT, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN OR IN THE CLOSING DOCUMENTS SELLER MAKES NO WARRANTY WITH RESPECT TO THE PRESENCE ON OR BENEATH THE REAL PROPERTY (OR ANY PARCEL IN PROXIMITY THERETO) OF HAZARDOUS MATERIALS. BY ACCEPTANCE OF THIS AGREEMENT AND THE DEED, PURCHASER ACKNOWLEDGES THAT PURCHASER'S OPPORTUNITY FOR INSPECTION AND INVESTIGATION OF SUCH REAL PROPERTY (AND OTHER PARCELS IN PROXIMITY THERETO) HAS BEEN ADEQUATE TO ENABLE PURCHASER TO MAKE PURCHASER'S OWN DETERMINATION WITH RESPECT TO THE PRESENCE ON OR BENEATH THE REAL PROPERTY (AND OTHER PARCELS IN PROXIMITY THERETO) OF SUCH HAZARDOUS MATERIALS. FURTHERMORE, PURCHASER'S CLOSING HEREUNDER SHALL BE DEEMED TO CONSTITUTE AN EXPRESS WAIVER OF PURCHASER'S AND ITS SUCCESSORS' AND ASSIGNS' RIGHTS TO SUE SELLER AND OF PURCHASER'S RIGHT TO CAUSE SELLER TO BE JOINED IN AN ACTION BROUGHT UNDER ANY FEDERAL, STATE OR LOCAL LAW, RULE, ACT, OR REGULATION NOW EXISTING OR HEREAFTER ENACTED OR AMENDED WHICH PROHIBITS OR REGULATES THE USE, HANDLING, STORAGE, TRANSPORTATION OR DISPOSAL OF HAZARDOUS MATERIALS OR WHICH REQUIRES REMOVAL OR REMEDIAL ACTION WITH RESPECT TO SUCH HAZARDOUS MATERIALS, SPECIFICALLY INCLUDING BUT NOT LIMITED TO FEDERAL "CERCLA", "RCRA", AND "XXXX" ACTSwill be specifically described in the Escrow Agreement.

Condition of the Property. If this Contract is not terminated , Purchaser shall be deemed to have acknowledged Tenant acknowledges that Seller it has provided Purchaser sufficient opportunity to make such independent factual, physical and legal examinations and inquiries as Purchaser deems necessary and desirable with respect to inspected the Property and has observed its physical characteristics and condition as fully as Tenant desires, and hereby waives any and all objections to the transaction contemplated physical characteristics and condition of the Property, whether known or unknown. Tenant acknowledges that neither Landlord nor any of Landlord’s employees, agents or representatives has made any representations, warranties or agreements by this Contract or on behalf of Landlord as to any matter concerning the Property, the past or present uses thereof, or the condition of the Property, or the suitability thereof for any purposes including the purposes herein contemplated. This disclaimer applies without limitation to topography, water rights, utilities, present and that Purchaser has approved future zoning, surface and subsoil conditions, purposes to which the Property in all respectsmay be suited, drainage, access to public roads or extensions thereof, presence or absence of hazardous materials, and environmental and land use laws and regulations to which the Property may be subject. The following provisions shall thereupon be applicable and shall survive the Closing No representation, warranty, or termination agreement, if any, made by any person acting on behalf of this Contract: a. Purchaser does hereby acknowledge, represent, warrant and agree to and with Seller that, except as otherwise Landlord which is not expressly provided set forth in this Contract Lease shall be valid or in any documents executed in connection with the Closing (collectively, the “Closing Documents”): (i) Purchaser is expressly purchasing the Property in its existing condition "AS IS, WHERE IS, AND WITH ALL FAULTS" with respect to all facts, circumstances, conditions binding on Landlord. Tenant acknowledges that it has independently and defects; (ii) Seller has no obligation to inspect for, repair or correct any such facts, circumstances, conditions or defects or to compensate Purchaser for same; (iii) Seller has specifically bargained for the assumption by Purchaser of all responsibility to inspect and investigate personally inspected the Property and has examined the current zoning, and all matters of all risk of adverse conditions and has structured the Purchase Price and other terms of this Contract in consideration thereof; (iv) Purchaser is and will be relying strictly and solely upon inspections and examinations it is performing or having performed and the advice and counsel of its own consultants, agents, legal counsel and officers and at Closing Purchaser will be fully satisfied that the Purchase Price is fair and adequate consideration for the Property; (v) Seller is not making and has not made any warranty or representation with respect to any materials or other data provided by Seller to Purchaser (whether prepared by or for the Seller or others) or the education, skills, competence or diligence of the preparers thereof or the physical condition or any other aspect of all or any part of the Property as an inducement to Purchaser to enter into this Contract and thereafter to purchase the Property or for any other purpose; and (vi) by reason of all the foregoing, Purchaser assumes the full risk of any loss or damage occasioned by any fact, circumstance, condition or defect public record pertaining to the Property, and the development and use thereof, and has entered into this Lease on the basis of such personal inspection and examination and not in reliance on any representations, warranties or agreements made by or on behalf of Landlord, except as specifically set forth herein. Without limiting Tenant hereby further acknowledges and agrees that the generality of any Property is being leased to and accepted by Tenant in its present condition, “As-Is,” and that no patent or latent physical condition of the foregoingProperty, Purchaser specifically whether foreseen or unforeseen, or known, not known or discovered, or arising at any time shall affect the rights of Tenant and Landlord under this Lease. Tenant acknowledges that Seller does not represent or in any way warrant the accuracy of any marketing information or pamphlets listing or describing Landlord has processed a parcel map creating a separate legal parcel for the Property or the information, if any, provided by Seller to Purchaser; and b. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN OR IN THE CLOSING DOCUMENTS, SELLER HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND OR NATURE WHATSOEVER (INCLUDING WARRANTIES OF HABITABILITY AND FITNESS FOR PARTICULAR PURPOSES“Parcel Map”), WHETHER EXPRESSED OR IMPLIEDbut the Parcel Map has not yet been recorded in the Official Records of Alameda County, INCLUDING, BUT NOT LIMITED TO WARRANTIES WITH RESPECT TO: THE PROPERTY OR ITS CONSTRUCTION; DEFECTS CAUSED BY ACTS OF THE ORIGINAL SELLER, DEVELOPER, OR BUILDER OF THE PROPERTY, OR ANY SUPPLIER, CONTRACTOR, SUBCONTRACTOR, OR MATERIALMAN; DEFECTS PERTAINING TO STRUCTURAL ELEMENTS, SYSTEMS, EQUIPMENT, APPLIANCES, UTILITIES, OR FIXTURES RELATED TO THE PROPERTY; TAX LIABILITIES; ZONING; LAND VALUE; AVAILABILITY OF ACCESS OR UTILITIES; INGRESS OR EGRESS; GOVERNMENTAL APPROVALS; OR THE SOIL CONDITIONS OF THE REAL PROPERTY, REGARDLESS OF WHETHER SUCH CONDITIONS CURRENTLY EXIST OR EMERGE OVER TIME. PURCHASER FURTHER ACKNOWLEDGES THAT PURCHASER IS BUYING THE PROPERTY "AS IS" AND IN ITS PRESENT CONDITION AND THAT EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT OR IN ANY OTHER CLOSING DOCUMENTS, PURCHASER IS NOT RELYING UPON ANY REPRESENTATION OF ANY KIND OR NATURE MADE BY SELLER, OR ANY OF ITS EMPLOYEES OR AGENTS OF SELLER WITH RESPECT TO THE LAND OR PROPERTY, AND THAT, IN FACT, NO SUCH REPRESENTATIONS WERE MADE EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR IN ANY OTHER CLOSING DOCUMENTS; and c. FURTHER AND WITHOUT IN ANY WAY LIMITING ANY OTHER PROVISION OF THIS AGREEMENT, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN OR IN THE CLOSING DOCUMENTS SELLER MAKES NO WARRANTY WITH RESPECT TO THE PRESENCE ON OR BENEATH THE REAL PROPERTY (OR ANY PARCEL IN PROXIMITY THERETO) OF HAZARDOUS MATERIALS. BY ACCEPTANCE OF THIS AGREEMENT AND THE DEED, PURCHASER ACKNOWLEDGES THAT PURCHASER'S OPPORTUNITY FOR INSPECTION AND INVESTIGATION OF SUCH REAL PROPERTY (AND OTHER PARCELS IN PROXIMITY THERETO) HAS BEEN ADEQUATE TO ENABLE PURCHASER TO MAKE PURCHASER'S OWN DETERMINATION WITH RESPECT TO THE PRESENCE ON OR BENEATH THE REAL PROPERTY (AND OTHER PARCELS IN PROXIMITY THERETO) OF SUCH HAZARDOUS MATERIALS. FURTHERMORE, PURCHASER'S CLOSING HEREUNDER SHALL BE DEEMED TO CONSTITUTE AN EXPRESS WAIVER OF PURCHASER'S AND ITS SUCCESSORS' AND ASSIGNS' RIGHTS TO SUE SELLER AND OF PURCHASER'S RIGHT TO CAUSE SELLER TO BE JOINED IN AN ACTION BROUGHT UNDER ANY FEDERAL, STATE OR LOCAL LAW, RULE, ACT, OR REGULATION NOW EXISTING OR HEREAFTER ENACTED OR AMENDED WHICH PROHIBITS OR REGULATES THE USE, HANDLING, STORAGE, TRANSPORTATION OR DISPOSAL OF HAZARDOUS MATERIALS OR WHICH REQUIRES REMOVAL OR REMEDIAL ACTION WITH RESPECT TO SUCH HAZARDOUS MATERIALS, SPECIFICALLY INCLUDING BUT NOT LIMITED TO FEDERAL "CERCLA", "RCRA", AND "XXXX" ACTSCalifornia Landlord intends to cause the Parcel Map to be recorded on or before the Term Commencement Date.

Condition of the Property. If this Contract is not terminated , Purchaser Possession of the Property shall be deemed delivered by Seller to have acknowledged that Seller has provided Purchaser sufficient opportunity Buyer at closing. Buyer agrees to make such independent factual, physical and legal examinations and inquiries as Purchaser deems necessary and desirable with respect to accept the Property at such time on an "as-is," "where is," and the transaction contemplated by this Contract "with all faults" basis and that Purchaser has approved the Property in all respects. The following provisions condition, and Seller shall thereupon be applicable and shall survive the Closing or termination of this Contract: a. Purchaser does hereby acknowledge, represent, warrant and agree to and with Seller that, except as otherwise expressly provided in this Contract or in any documents executed in connection with the Closing (collectively, the “Closing Documents”): (i) Purchaser is expressly purchasing the Property in its existing condition "AS IS, WHERE IS, AND WITH ALL FAULTS" with respect to all facts, circumstances, conditions and defects; (ii) Seller has have no obligation to inspect forimprove the Property, repair including but not limited to the environmental condition of the Property, or correct remove any such factsexisting improvements located thereon. Seller shall have the right, circumstancesbut not the obligation, conditions or defects or at any time prior to compensate Purchaser for same; (iii) Seller has specifically bargained for the assumption by Purchaser of all responsibility closing hereunder, to inspect and investigate remove from the Property and of all risk of adverse conditions and has structured the Purchase Price and other terms of this Contract in consideration thereof; (iv) Purchaser is and will be relying strictly and solely upon inspections and examinations it is performing or having performed and the advice and counsel of its own consultants, agents, legal counsel and officers and at Closing Purchaser will be fully satisfied that the Purchase Price is fair and adequate consideration for the Property; (v) Seller is not making and has not made any warranty or representation with respect to any materials or other data provided by Seller to Purchaser (whether prepared by or for the Seller or others) or the education, skills, competence or diligence of the preparers thereof or the physical condition or any other aspect of all or any part of the Property as an inducement Seller's personal property, machinery, equipment, trade fixtures, and signs not being purchased by Buyer which, when so removed, shall remain Seller's property. Any such property not removed by Seller prior to Purchaser to enter into this Contract closing shall remain with and thereafter to purchase the Property or for any other purpose; and (vi) by reason be deemed a part of all the foregoing, Purchaser assumes the full risk of any loss or damage occasioned by any fact, circumstance, condition or defect pertaining to the Property. Without limiting the generality of any of the foregoing, Purchaser specifically Buyer expressly acknowledges and agrees that Seller has not and does not represent make any representation, covenant, or in any way warrant warranty, express or implied, regarding the accuracy condition of any marketing information or pamphlets listing or describing the Property or the informationfitness of the Property for any intended or particular use, if anyany and all such representations, provided covenants, and warranties, express or implied, being hereby expressly denied by Seller and waived by Buyer. Buyer represents and warrants that, prior to Purchaser; and b. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN OR IN THE CLOSING DOCUMENTSclosing, SELLER HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND OR NATURE WHATSOEVER (INCLUDING WARRANTIES OF HABITABILITY AND FITNESS FOR PARTICULAR PURPOSES)Buyer shall have made or caused to be made all such investigations, WHETHER EXPRESSED OR IMPLIEDexaminations, INCLUDINGassessments, BUT NOT LIMITED TO WARRANTIES WITH RESPECT TO: THE PROPERTY OR ITS CONSTRUCTION; DEFECTS CAUSED BY ACTS OF THE ORIGINAL SELLERand audits of the Property as Buyer wishes to make or have made, DEVELOPERincluding without limitation the investigations provided for in Paragraph 6 hereof. Buyer assumes the risk that adverse physical characteristics and existing conditions may not have been or may not be revealed by the foregoing, OR BUILDER OF THE PROPERTYand Buyer waives all claims, OR ANY SUPPLIERobjections to, CONTRACTORor complaints about physical characteristics and existing conditions of the Property, SUBCONTRACTORincluding, OR MATERIALMAN; DEFECTS PERTAINING TO STRUCTURAL ELEMENTSwithout limit, SYSTEMSsubsurface conditions, EQUIPMENTsolid and hazardous wastes and substances, APPLIANCESand toxic wastes and substances on, UTILITIESunder, OR FIXTURES RELATED TO THE PROPERTY; TAX LIABILITIES; ZONING; LAND VALUE; AVAILABILITY OF ACCESS OR UTILITIES; INGRESS OR EGRESS; GOVERNMENTAL APPROVALS; OR THE SOIL CONDITIONS OF THE REAL PROPERTYor related to the Property, REGARDLESS OF WHETHER SUCH CONDITIONS CURRENTLY EXIST OR EMERGE OVER TIMEand Buyer agrees that it shall not at any time hereafter have or assert any claims against Seller resulting from or associated with the condition of the Property. PURCHASER FURTHER ACKNOWLEDGES THAT PURCHASER IS BUYING THE PROPERTY "AS IS" AND IN ITS PRESENT CONDITION AND THAT EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT OR IN ANY OTHER CLOSING DOCUMENTSBuyer shall forever indemnify and hold Seller harmless from and against any and all claims, PURCHASER IS NOT RELYING UPON ANY REPRESENTATION OF ANY KIND OR NATURE MADE BY SELLERdamages, OR ANY OF ITS EMPLOYEES OR AGENTS OF SELLER WITH RESPECT TO THE LAND OR PROPERTYjudgments, AND THATcosts, IN FACTlosses, NO SUCH REPRESENTATIONS WERE MADE EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR IN ANY OTHER CLOSING DOCUMENTS; and c. FURTHER AND WITHOUT IN ANY WAY LIMITING ANY OTHER PROVISION OF THIS AGREEMENTliabilities, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN OR IN THE CLOSING DOCUMENTS SELLER MAKES NO WARRANTY WITH RESPECT TO THE PRESENCE ON OR BENEATH THE REAL PROPERTY (OR ANY PARCEL IN PROXIMITY THERETO) OF HAZARDOUS MATERIALSand expenses which may be suffered or incurred by Seller by reason of, resulting from, in connection with, or arising in any manner whatsoever out of any breach by Buyer of the covenants contained in this paragraph which covenants shall survive the closing and consummation of the transactions contemplated in this Agreement and remain in effect. BY ACCEPTANCE OF THIS AGREEMENT AND THE DEED, PURCHASER ACKNOWLEDGES THAT PURCHASER'S OPPORTUNITY FOR INSPECTION AND INVESTIGATION OF SUCH REAL PROPERTY (AND OTHER PARCELS IN PROXIMITY THERETO) HAS BEEN ADEQUATE TO ENABLE PURCHASER TO MAKE PURCHASER'S OWN DETERMINATION WITH RESPECT TO THE PRESENCE ON OR BENEATH THE REAL PROPERTY (AND OTHER PARCELS IN PROXIMITY THERETO) OF SUCH HAZARDOUS MATERIALS. FURTHERMORE, PURCHASER'S CLOSING HEREUNDER SHALL BE DEEMED TO CONSTITUTE AN EXPRESS WAIVER OF PURCHASER'S AND ITS SUCCESSORS' AND ASSIGNS' RIGHTS TO SUE SELLER AND OF PURCHASER'S RIGHT TO CAUSE SELLER TO BE JOINED IN AN ACTION BROUGHT UNDER ANY FEDERAL, STATE OR LOCAL LAW, RULE, ACT, OR REGULATION NOW EXISTING OR HEREAFTER ENACTED OR AMENDED WHICH PROHIBITS OR REGULATES THE USE, HANDLING, STORAGE, TRANSPORTATION OR DISPOSAL OF HAZARDOUS MATERIALS OR WHICH REQUIRES REMOVAL OR REMEDIAL ACTION WITH RESPECT TO SUCH HAZARDOUS MATERIALS, SPECIFICALLY INCLUDING BUT NOT LIMITED TO FEDERAL "CERCLA", "RCRA", AND "XXXX" ACTSIn any such action by Buyer this Agreement may be pleaded by Seller as a defense or by way of counterclaim or cross-complaint.

Condition of the Property. If this Contract Agreement is not terminated pursuant to Section 2.7.1 above, Purchaser Buyer shall be deemed to have acknowledged that Seller has provided Purchaser Buyer sufficient opportunity to make such independent factual, physical and legal examinations and inquiries as Purchaser Buyer deems necessary and desirable with respect to the Property and the transaction contemplated by this Contract Agreement and that Purchaser Buyer has approved the Property in all respects. The following provisions shall thereupon be applicable and shall survive the Closing or termination of this ContractAgreement: a. Purchaser Buyer does hereby acknowledge, represent, warrant and agree to and with Seller that, except as otherwise expressly provided in this Contract Agreement or in any the documents executed in connection with the Closing (collectively, the “Closing Documents”): to be delivered to Buyer at Closing: (i) Purchaser Buyer is expressly purchasing the Property in its existing condition "“AS IS, WHERE IS, AND WITH ALL FAULTS" ” with respect to all facts, circumstances, conditions and defects; (ii) Seller has no obligation to inspect for, repair or correct any such facts, circumstances, conditions or defects or to compensate Purchaser Buyer for same; (iii) Seller has specifically bargained for the assumption by Purchaser Buyer of all responsibility to inspect and investigate the Property and of all risk of adverse conditions and has structured the Purchase Price and other terms of this Contract Agreement in consideration thereof; (iv) Purchaser Buyer has undertaken all such inspections and investigations of the Property as Buyer deems necessary or appropriate under the circumstances as to the condition of the Property and the suitability of the Property for Buyer’s intended use, and based upon same, Buyer is and will be relying strictly and solely upon such inspections and examinations it is performing or having performed and the advice and counsel of its own consultants, agents, legal counsel and officers and at Closing Purchaser Buyer is and will be fully satisfied that the Purchase Price is fair and adequate consideration for the Property; (v) Seller is not making and has not made any warranty or representation with respect to any materials or other data provided by Seller to Purchaser Buyer (whether prepared by or for the Seller or others) or the education, skills, competence or diligence of the preparers thereof or the physical condition or any other aspect of all or any part of the Property as an inducement to Purchaser Buyer to enter into this Contract Agreement and thereafter to purchase the Property or for any other purpose; and (vi) by reason of all the foregoing, Purchaser Buyer assumes the full risk of any loss or damage occasioned by any fact, circumstance, condition or defect pertaining to the Property. Without limiting the generality of any of the foregoing, Purchaser Buyer specifically acknowledges that Seller does not represent or in any way warrant the accuracy of any marketing information or pamphlets listing or documents describing the Property or the information, if any, provided by Seller or any broker to Purchaser; andBuyer. b. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN OTHERWISE IN THIS AGREEMENT OR IN THE CLOSING DOCUMENTSDOCUMENTS TO BE DELIVERED AT CLOSING, SELLER HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND OR NATURE WHATSOEVER (INCLUDING WARRANTIES OF HABITABILITY AND FITNESS FOR PARTICULAR PURPOSES), WHETHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO WARRANTIES WITH RESPECT TO: THE PROPERTY OR ITS CONSTRUCTION; DEFECTS CAUSED BY ACTS OF THE ORIGINAL SELLER, DEVELOPER, OR BUILDER OF TO THE PROPERTY, OR ANY SUPPLIER, CONTRACTOR, SUBCONTRACTOR, OR MATERIALMAN; DEFECTS PERTAINING TO STRUCTURAL ELEMENTS, SYSTEMS, EQUIPMENT, APPLIANCES, UTILITIES, OR FIXTURES RELATED TO THE PROPERTY; TAX LIABILITIES; , ZONING; , LAND VALUE; , AVAILABILITY OF ACCESS OR UTILITIES; , INGRESS OR EGRESS; , GOVERNMENTAL APPROVALS; , THE PRESENCE OF HAZARDOUS MATERIALS OR THE SOIL CONDITIONS OF THE REAL PROPERTY, REGARDLESS OF WHETHER SUCH CONDITIONS CURRENTLY EXIST OR EMERGE OVER TIMELAND. PURCHASER BUYER FURTHER ACKNOWLEDGES THAT PURCHASER BUYER IS BUYING THE PROPERTY "“AS IS" , WHERE IS, AND WITH ALL FAULTS” AND IN ITS PRESENT CONDITION AND THAT EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT OR IN ANY OTHER CLOSING DOCUMENTSCONVEYANCE DOCUMENT DELIVERED AT CLOSING, PURCHASER BUYER IS NOT RELYING UPON ANY REPRESENTATION OF ANY KIND OR NATURE MADE BY SELLER, OR ANY OF ITS EMPLOYEES OR AGENTS OF OR SELLER GROUP WITH RESPECT TO THE LAND OR PROPERTY, AND THAT, IN FACT, NO SUCH REPRESENTATIONS WERE MADE EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR IN ANY OTHER CLOSING DOCUMENTS; and c. FURTHER AND WITHOUT IN ANY WAY LIMITING ANY OTHER PROVISION OF THIS AGREEMENT, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN OR IN THE CLOSING CONVEYANCE DOCUMENTS SELLER MAKES NO WARRANTY WITH RESPECT TO THE PRESENCE ON OR BENEATH THE REAL PROPERTY (OR ANY PARCEL IN PROXIMITY THERETO) OF HAZARDOUS MATERIALS. BY ACCEPTANCE OF THIS AGREEMENT AND THE DEED, PURCHASER ACKNOWLEDGES THAT PURCHASER'S OPPORTUNITY FOR INSPECTION AND INVESTIGATION OF SUCH REAL PROPERTY (AND OTHER PARCELS IN PROXIMITY THERETO) HAS BEEN ADEQUATE TO ENABLE PURCHASER TO MAKE PURCHASER'S OWN DETERMINATION WITH RESPECT TO THE PRESENCE ON OR BENEATH THE REAL PROPERTY (AND OTHER PARCELS IN PROXIMITY THERETO) OF SUCH HAZARDOUS MATERIALS. FURTHERMORE, PURCHASER'S CLOSING HEREUNDER SHALL BE DEEMED TO CONSTITUTE AN EXPRESS WAIVER OF PURCHASER'S AND ITS SUCCESSORS' AND ASSIGNS' RIGHTS TO SUE SELLER AND OF PURCHASER'S RIGHT TO CAUSE SELLER TO BE JOINED IN AN ACTION BROUGHT UNDER ANY FEDERAL, STATE OR LOCAL LAW, RULE, ACT, OR REGULATION NOW EXISTING OR HEREAFTER ENACTED OR AMENDED WHICH PROHIBITS OR REGULATES THE USE, HANDLING, STORAGE, TRANSPORTATION OR DISPOSAL OF HAZARDOUS MATERIALS OR WHICH REQUIRES REMOVAL OR REMEDIAL ACTION WITH RESPECT TO SUCH HAZARDOUS MATERIALS, SPECIFICALLY INCLUDING BUT NOT LIMITED TO FEDERAL "CERCLA", "RCRA", AND "XXXX" ACTSDELIVERED AT CLOSING.

Condition of the Property. If this Contract Except as provided for to the contrary herein, Buyer and Seller acknowledge that the Property is not terminated being sold “AS IS-WHERE IS” and with all faults, Purchaser shall be deemed with no express or implied representations or warranties by Seller as to physical condition, qualities of construction, workmanship, or fitness for any particular purpose, and the Property is being purchased by Buyer in its present physical condition. Except as provided for to the contrary herein, Buyer (a) has, or will have acknowledged that Seller has provided Purchaser sufficient opportunity prior to make the Closing Date, conducted such independent factualsurveys, physical tests, reviews, appraisals, wetland delineations and legal examinations and inquiries inspections of the Property as Purchaser Buyer deems necessary or appropriate in connection with the acquisition thereof; (b) shall rely solely upon such due diligence with regard to the condition of the Property, including all environmental matters, the location, size, character, value, subsurface or soil condition, and desirable with respect to state of repair thereof; and (c) IS PURCHASING THE PROPERTY “AS IS”, WITHOUT ANY REPRESENTATION OR WARRANTY WHATSOEVER CONCERNING THE PHYSICAL CONDITION, ENVIRONMENTAL STATUS, OR ALLOWABLE USE OF THE PROPERTY, WHETHER EXPRESS OR IMPLIED, EXCEPT AS PROVIDED FOR TO THE CONTRARY HEREIN. Buyer shall rely solely upon Xxxxx’s own knowledge of the Property based on its investigation of the Property and the transaction contemplated by this Contract and that Purchaser has approved its own inspection of the Property in all respectsdetermining the Property’s physical condition and Xxxxx agrees that it 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 Xxxxx’s investigations. The following provisions shall thereupon be applicable and of this Section shall survive the Closing or the earlier termination of this Contract: a. Purchaser does hereby acknowledge, represent, warrant Agreement and agree shall not be deemed to and with Seller that, except as otherwise expressly provided in this Contract or in any documents executed in connection with the Closing (collectively, the “Closing Documents”): (i) Purchaser is expressly purchasing the Property in its existing condition "AS IS, WHERE IS, AND WITH ALL FAULTS" with respect to all facts, circumstances, conditions and defects; (ii) Seller has no obligation to inspect for, repair or correct any such facts, circumstances, conditions or defects or to compensate Purchaser for same; (iii) Seller has specifically bargained for the assumption by Purchaser of all responsibility to inspect and investigate the Property and of all risk of adverse conditions and has structured the Purchase Price and other terms of this Contract in consideration thereof; (iv) Purchaser is and will be relying strictly and solely upon inspections and examinations it is performing or having performed and the advice and counsel of its own consultants, agents, legal counsel and officers and at Closing Purchaser will be fully satisfied that the Purchase Price is fair and adequate consideration for the Property; (v) Seller is not making and has not made any warranty or representation with respect to any materials or other data provided by Seller to Purchaser (whether prepared by or for the Seller or others) or the education, skills, competence or diligence of the preparers thereof or the physical condition or any other aspect of all or any part of the Property as an inducement to Purchaser to enter have merged into this Contract and thereafter to purchase the Property or for any other purpose; and (vi) by reason of all the foregoing, Purchaser assumes the full risk of any loss or damage occasioned by any fact, circumstance, condition or defect pertaining to the Property. Without limiting the generality of any of the foregoing, Purchaser specifically acknowledges that Seller does not represent documents executed or in any way warrant delivered at the accuracy of any marketing information or pamphlets listing or describing the Property or the information, if any, provided by Seller to Purchaser; and b. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN OR IN THE CLOSING DOCUMENTS, SELLER HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND OR NATURE WHATSOEVER (INCLUDING WARRANTIES OF HABITABILITY AND FITNESS FOR PARTICULAR PURPOSES), WHETHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO WARRANTIES WITH RESPECT TO: THE PROPERTY OR ITS CONSTRUCTION; DEFECTS CAUSED BY ACTS OF THE ORIGINAL SELLER, DEVELOPER, OR BUILDER OF THE PROPERTY, OR ANY SUPPLIER, CONTRACTOR, SUBCONTRACTOR, OR MATERIALMAN; DEFECTS PERTAINING TO STRUCTURAL ELEMENTS, SYSTEMS, EQUIPMENT, APPLIANCES, UTILITIES, OR FIXTURES RELATED TO THE PROPERTY; TAX LIABILITIES; ZONING; LAND VALUE; AVAILABILITY OF ACCESS OR UTILITIES; INGRESS OR EGRESS; GOVERNMENTAL APPROVALS; OR THE SOIL CONDITIONS OF THE REAL PROPERTY, REGARDLESS OF WHETHER SUCH CONDITIONS CURRENTLY EXIST OR EMERGE OVER TIME. PURCHASER FURTHER ACKNOWLEDGES THAT PURCHASER IS BUYING THE PROPERTY "AS IS" AND IN ITS PRESENT CONDITION AND THAT EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT OR IN ANY OTHER CLOSING DOCUMENTS, PURCHASER IS NOT RELYING UPON ANY REPRESENTATION OF ANY KIND OR NATURE MADE BY SELLER, OR ANY OF ITS EMPLOYEES OR AGENTS OF SELLER WITH RESPECT TO THE LAND OR PROPERTY, AND THAT, IN FACT, NO SUCH REPRESENTATIONS WERE MADE EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR IN ANY OTHER CLOSING DOCUMENTS; and c. FURTHER AND WITHOUT IN ANY WAY LIMITING ANY OTHER PROVISION OF THIS AGREEMENT, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN OR IN THE CLOSING DOCUMENTS SELLER MAKES NO WARRANTY WITH RESPECT TO THE PRESENCE ON OR BENEATH THE REAL PROPERTY (OR ANY PARCEL IN PROXIMITY THERETO) OF HAZARDOUS MATERIALS. BY ACCEPTANCE OF THIS AGREEMENT AND THE DEED, PURCHASER ACKNOWLEDGES THAT PURCHASER'S OPPORTUNITY FOR INSPECTION AND INVESTIGATION OF SUCH REAL PROPERTY (AND OTHER PARCELS IN PROXIMITY THERETO) HAS BEEN ADEQUATE TO ENABLE PURCHASER TO MAKE PURCHASER'S OWN DETERMINATION WITH RESPECT TO THE PRESENCE ON OR BENEATH THE REAL PROPERTY (AND OTHER PARCELS IN PROXIMITY THERETO) OF SUCH HAZARDOUS MATERIALS. FURTHERMORE, PURCHASER'S CLOSING HEREUNDER SHALL BE DEEMED TO CONSTITUTE AN EXPRESS WAIVER OF PURCHASER'S AND ITS SUCCESSORS' AND ASSIGNS' RIGHTS TO SUE SELLER AND OF PURCHASER'S RIGHT TO CAUSE SELLER TO BE JOINED IN AN ACTION BROUGHT UNDER ANY FEDERAL, STATE OR LOCAL LAW, RULE, ACT, OR REGULATION NOW EXISTING OR HEREAFTER ENACTED OR AMENDED WHICH PROHIBITS OR REGULATES THE USE, HANDLING, STORAGE, TRANSPORTATION OR DISPOSAL OF HAZARDOUS MATERIALS OR WHICH REQUIRES REMOVAL OR REMEDIAL ACTION WITH RESPECT TO SUCH HAZARDOUS MATERIALS, SPECIFICALLY INCLUDING BUT NOT LIMITED TO FEDERAL "CERCLA", "RCRA", AND "XXXX" ACTSClosing.

Condition of the Property. If this Contract Except for the express representations and warranties of Seller set forth in section 5.1 hereof and in Seller's Closing Certificate (as hereinafter defined), Buyer is not terminated , Purchaser shall be deemed to have acknowledged that Seller has provided Purchaser sufficient opportunity to make such independent factual, physical and legal examinations and inquiries as Purchaser deems necessary and desirable with respect to acquiring the Property and the transaction contemplated by this Contract and that Purchaser has approved the Property in all respects. The following provisions shall thereupon be applicable and shall survive the Closing or termination of this Contract: a. Purchaser does hereby acknowledge, represent, warrant and agree to and with Seller that, except as otherwise expressly provided in this Contract or in any documents executed in connection with the Closing (collectively, the “Closing Documents”): (i) Purchaser is expressly purchasing the Property in its existing condition "AS IS, WHERE IS, AND WITH ALL FAULTS," without any covenant, representation or warranty of any kind or nature whatsoever, express or implied, and Buyer is relying solely on Buyer's own investigation of the Property. Except for such express representations and warranties, Seller makes no covenants, representations or warranties, express or implied, of any kind or nature whatsoever with respect to all facts, circumstances, conditions and defects; (ii) Seller has no obligation to inspect for, repair or correct any such facts, circumstances, conditions or defects or to compensate Purchaser for same; (iii) Seller has specifically bargained for the assumption by Purchaser of all responsibility to inspect and investigate the Property and of all risk of adverse conditions and has structured the Purchase Price and other terms of this Contract in consideration thereof; (iv) Purchaser is and will be relying strictly and solely upon inspections and examinations it is performing or having performed and the advice and counsel of its own consultants, agents, legal counsel and officers and at Closing Purchaser will be fully satisfied that the Purchase Price is fair and adequate consideration for the Property; (v) Seller is not making and has not made any warranty or representation with respect to any materials or other data provided by Seller to Purchaser (whether prepared by or for the Seller or others) or the education, skills, competence or diligence of the preparers thereof or the physical condition or any other aspect of all or any part of the Property as an inducement to Purchaser to enter into this Contract and thereafter to purchase the Property or for any other purpose; and (vi) by reason of all the foregoing, Purchaser assumes the full risk of any loss or damage occasioned by any fact, circumstance, condition or defect pertaining to the Property. Buyer acknowledges that defects, deficiencies or flaws may exist in the quality, legal compliance, physical condition or general utility of the Property and Buyer acknowledges that Buyer has been given the opportunity to investigate and evaluate any such defects, deficiencies and flaws. Buyer expressly assumes all risks of any such defects, deficiencies and flaws and Buyer agrees that Seller shall have no liability whatsoever for any such defects, deficiencies or flaws, except only for such express representations and warranties made by Seller in section 5.1 hereof and in Seller's Closing Certificate. Without limiting the generality of any foregoing, in connection with Buyer's investigation of the foregoingReal Property during the Property Approval Period, Purchaser specifically acknowledges Buyer shall investigate the presence of hazardous substances (as hereinafter defined) in, on or under the Real Property and the violation of environmental laws (as hereinafter defined) at the Real Property. As used in this Agreement, "hazardous substance" means any substance or material that Seller does not represent is described as a toxic or hazardous substance, waste or material or a pollutant or contaminant, or words of similar import, in any environmental law and "environmental law" means all federal, state and local laws, ordinances, rules and regulations now or hereafter in force, as amended from time to time, in any way warrant relating to or regulating human health or safety, or industrial hygiene or environmental conditions, or protection of the accuracy environment, or pollution or contamination of the air, soil, surface water or groundwater. Except only for the express representations and warranties relating to the Environmental Assessments made by Seller in section 5.1 hereof and in Seller's Closing Certificate, Buyer hereby expressly, fully, forever and irrevocably waives and releases all claims, demands, liabilities, losses and causes of action against Seller that in any way (directly or indirectly) arise out of, result from or relate to the presence of any marketing information hazardous substance in, on or pamphlets listing or describing under the Real Property or the informationviolation of any environmental law at the Real Property. Buyer intends this Agreement to be a general release that covers all such claims, demands, liabilities, losses and causes of action, whether known or EXHIBIT O unknown or suspected or unsuspected. Buyer hereby waives all rights under California Civil Code Section 1542, which provides: A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if anyknown by him must have materially affected his settlement with the debtor. Buyer agrees that this Agreement is a full and final general release of all such claims, provided by Seller to Purchaser; and b. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN OR IN THE CLOSING DOCUMENTSdemands, SELLER HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND OR NATURE WHATSOEVER (INCLUDING WARRANTIES OF HABITABILITY AND FITNESS FOR PARTICULAR PURPOSES)liabilities, WHETHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO WARRANTIES WITH RESPECT TO: THE PROPERTY OR ITS CONSTRUCTION; DEFECTS CAUSED BY ACTS OF THE ORIGINAL SELLER, DEVELOPER, OR BUILDER OF THE PROPERTY, OR ANY SUPPLIER, CONTRACTOR, SUBCONTRACTOR, OR MATERIALMAN; DEFECTS PERTAINING TO STRUCTURAL ELEMENTS, SYSTEMS, EQUIPMENT, APPLIANCES, UTILITIES, OR FIXTURES RELATED TO THE PROPERTY; TAX LIABILITIES; ZONING; LAND VALUE; AVAILABILITY OF ACCESS OR UTILITIES; INGRESS OR EGRESS; GOVERNMENTAL APPROVALS; OR THE SOIL CONDITIONS OF THE REAL PROPERTY, REGARDLESS OF WHETHER SUCH CONDITIONS CURRENTLY EXIST OR EMERGE OVER TIME. PURCHASER FURTHER ACKNOWLEDGES THAT PURCHASER IS BUYING THE PROPERTY "AS IS" AND IN ITS PRESENT CONDITION AND THAT EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT OR IN ANY OTHER CLOSING DOCUMENTS, PURCHASER IS NOT RELYING UPON ANY REPRESENTATION OF ANY KIND OR NATURE MADE BY SELLER, OR ANY OF ITS EMPLOYEES OR AGENTS OF SELLER WITH RESPECT TO THE LAND OR PROPERTY, AND THAT, IN FACT, NO SUCH REPRESENTATIONS WERE MADE EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR IN ANY OTHER CLOSING DOCUMENTS; and c. FURTHER AND WITHOUT IN ANY WAY LIMITING ANY OTHER PROVISION OF THIS AGREEMENT, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN OR IN THE CLOSING DOCUMENTS SELLER MAKES NO WARRANTY WITH RESPECT TO THE PRESENCE ON OR BENEATH THE REAL PROPERTY (OR ANY PARCEL IN PROXIMITY THERETO) OF HAZARDOUS MATERIALS. BY ACCEPTANCE OF THIS AGREEMENT AND THE DEED, PURCHASER ACKNOWLEDGES THAT PURCHASER'S OPPORTUNITY FOR INSPECTION AND INVESTIGATION OF SUCH REAL PROPERTY (AND OTHER PARCELS IN PROXIMITY THERETO) HAS BEEN ADEQUATE TO ENABLE PURCHASER TO MAKE PURCHASER'S OWN DETERMINATION WITH RESPECT TO THE PRESENCE ON OR BENEATH THE REAL PROPERTY (AND OTHER PARCELS IN PROXIMITY THERETO) OF SUCH HAZARDOUS MATERIALS. FURTHERMORE, PURCHASER'S CLOSING HEREUNDER SHALL BE DEEMED TO CONSTITUTE AN EXPRESS WAIVER OF PURCHASER'S AND ITS SUCCESSORS' AND ASSIGNS' RIGHTS TO SUE SELLER AND OF PURCHASER'S RIGHT TO CAUSE SELLER TO BE JOINED IN AN ACTION BROUGHT UNDER ANY FEDERAL, STATE OR LOCAL LAW, RULE, ACT, OR REGULATION NOW EXISTING OR HEREAFTER ENACTED OR AMENDED WHICH PROHIBITS OR REGULATES THE USE, HANDLING, STORAGE, TRANSPORTATION OR DISPOSAL OF HAZARDOUS MATERIALS OR WHICH REQUIRES REMOVAL OR REMEDIAL ACTION WITH RESPECT TO SUCH HAZARDOUS MATERIALS, SPECIFICALLY INCLUDING BUT NOT LIMITED TO FEDERAL "CERCLA", "RCRA", AND "XXXX" ACTSlosses and causes of action against Seller.

Condition of the Property. If (a) Except as otherwise expressly set forth in this Contract is not terminated Agreement or in any Closing Documents or in the Leases, Purchaser and Seller mutually acknowledge and agree that the Property is being sold in an “AS IS, WHERE IS” condition and “WITH ALL FAULTS,” known or unknown, contingent or existing. Purchaser has the sole responsibility fully to inspect the Property, to investigate all matters relevant thereto, including, without limitation, the condition of the Property, and to reach its own, independent evaluation of any risks (environmental or otherwise) or rewards associated with the ownership, leasing, management and operation of the Property. Effective as of the Closing and except as expressly set forth in this Agreement or in any Closing Document or in the Leases, Purchaser hereby waives and releases Seller and its officers, directors, shareholders, partners, agents, affiliates, employees and successors and assigns from and against any and all claims, obligations and liabilities arising out of or in connection with the Property. Except as otherwise expressly set forth in this Agreement or in any Closing Documents or in the Leases, none of the Seller Parties shall be deemed to have acknowledged that Seller has provided made any verbal or written representations, warranties, promises or guarantees (whether express, implied, statutory or otherwise) to Purchaser sufficient opportunity to make such independent factual, physical and legal examinations and inquiries as Purchaser deems necessary and desirable with respect to the Property Property, any matter set forth, contained or addressed in the materials delivered or made available to Purchaser’s Representatives, including, but not limited to, the accuracy and completeness thereof, or the transaction contemplated results of Purchaser’s due diligence. For purposes of the Sale Agreement, documents and materials shall be deemed to have been “made available” to Purchaser’s Representatives only if the same are delivered to Purchaser or are available electronically or on-line to Purchaser. (b) To the fullest extent permitted by this Contract and that Purchaser has approved the Property in all respects. The following provisions shall thereupon be applicable and shall survive the Closing or termination of this Contract: a. Purchaser does hereby acknowledgelaw, represent, warrant and agree to and with Seller thatPurchaser, except as otherwise expressly provided set forth in this Contract Agreement or in any documents executed Closing Documents or in connection with the Closing Lease, does hereby unconditionally waive and release Seller and its officers, directors, shareholders, partners, agents, affiliates and employees from any present or future claims and liabilities of any nature arising from or relating to the presence or alleged presence of Hazardous Substances in, on, at, from, under or about the Property or any adjacent property, including, without limitation, any claims under or on account of any Environmental Law, regardless of whether such Hazardous Substances are located in, on, at, from, under or about the Property or any adjacent property prior to or after the date hereof (collectively, “Environmental Liabilities”); provided, however, that the “Closing Documents”): (i) Purchaser is expressly purchasing the Property in foregoing waiver and release as it applies to Seller, its existing condition "AS ISofficers, WHERE ISdirectors, AND WITH ALL FAULTS" with respect to all factsshareholders, circumstances, conditions and defects; (ii) Seller has no obligation to inspect for, repair or correct any such facts, circumstances, conditions or defects or to compensate Purchaser for same; (iii) Seller has specifically bargained for the assumption by Purchaser of all responsibility to inspect and investigate the Property and of all risk of adverse conditions and has structured the Purchase Price and other terms of this Contract in consideration thereof; (iv) Purchaser is and will be relying strictly and solely upon inspections and examinations it is performing or having performed and the advice and counsel of its own consultantspartners, agents, legal counsel affiliates and officers and at Closing Purchaser will be fully satisfied that the Purchase Price is fair and adequate consideration for the Property; (v) employees, shall not release Seller is not making and has not made from any warranty or representation with respect Environmental Liabilities of Seller relating to any materials Hazardous Substances placed, located or other data provided by Seller to Purchaser (whether prepared by or for the Seller or others) or the education, skills, competence or diligence of the preparers thereof or the physical condition or any other aspect of all or any part of released on the Property as an inducement to Purchaser to enter into this Contract and thereafter to purchase the Property or for any other purpose; and (vi) by reason of all the foregoing, Purchaser assumes the full risk of any loss or damage occasioned by any factone or more of Seller, circumstanceits officers, condition or defect pertaining to directors, stockholders, partners, agents, affiliates after the Propertydate of Closing. Without limiting The terms and provisions of this Section 2.3 shall survive the generality of any of the foregoing, Purchaser specifically acknowledges that Seller does not represent or in any way warrant the accuracy of any marketing information or pamphlets listing or describing the Property or the information, if any, provided by Seller to Purchaser; and b. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN OR IN THE CLOSING DOCUMENTS, SELLER HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND OR NATURE WHATSOEVER (INCLUDING WARRANTIES OF HABITABILITY AND FITNESS FOR PARTICULAR PURPOSES), WHETHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO WARRANTIES WITH RESPECT TO: THE PROPERTY OR ITS CONSTRUCTION; DEFECTS CAUSED BY ACTS OF THE ORIGINAL SELLER, DEVELOPER, OR BUILDER OF THE PROPERTY, OR ANY SUPPLIER, CONTRACTOR, SUBCONTRACTOR, OR MATERIALMAN; DEFECTS PERTAINING TO STRUCTURAL ELEMENTS, SYSTEMS, EQUIPMENT, APPLIANCES, UTILITIES, OR FIXTURES RELATED TO THE PROPERTY; TAX LIABILITIES; ZONING; LAND VALUE; AVAILABILITY OF ACCESS OR UTILITIES; INGRESS OR EGRESS; GOVERNMENTAL APPROVALS; OR THE SOIL CONDITIONS OF THE REAL PROPERTY, REGARDLESS OF WHETHER SUCH CONDITIONS CURRENTLY EXIST OR EMERGE OVER TIME. PURCHASER FURTHER ACKNOWLEDGES THAT PURCHASER IS BUYING THE PROPERTY "AS IS" AND IN ITS PRESENT CONDITION AND THAT EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT OR IN ANY OTHER CLOSING DOCUMENTS, PURCHASER IS NOT RELYING UPON ANY REPRESENTATION OF ANY KIND OR NATURE MADE BY SELLER, OR ANY OF ITS EMPLOYEES OR AGENTS OF SELLER WITH RESPECT TO THE LAND OR PROPERTY, AND THAT, IN FACT, NO SUCH REPRESENTATIONS WERE MADE EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR IN ANY OTHER CLOSING DOCUMENTS; and c. FURTHER AND WITHOUT IN ANY WAY LIMITING ANY OTHER PROVISION OF THIS AGREEMENT, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN OR IN THE CLOSING DOCUMENTS SELLER MAKES NO WARRANTY WITH RESPECT TO THE PRESENCE ON OR BENEATH THE REAL PROPERTY (OR ANY PARCEL IN PROXIMITY THERETO) OF HAZARDOUS MATERIALS. BY ACCEPTANCE OF THIS AGREEMENT AND THE DEED, PURCHASER ACKNOWLEDGES THAT PURCHASER'S OPPORTUNITY FOR INSPECTION AND INVESTIGATION OF SUCH REAL PROPERTY (AND OTHER PARCELS IN PROXIMITY THERETO) HAS BEEN ADEQUATE TO ENABLE PURCHASER TO MAKE PURCHASER'S OWN DETERMINATION WITH RESPECT TO THE PRESENCE ON OR BENEATH THE REAL PROPERTY (AND OTHER PARCELS IN PROXIMITY THERETO) OF SUCH HAZARDOUS MATERIALS. FURTHERMORE, PURCHASER'S CLOSING HEREUNDER SHALL BE DEEMED TO CONSTITUTE AN EXPRESS WAIVER OF PURCHASER'S AND ITS SUCCESSORS' AND ASSIGNS' RIGHTS TO SUE SELLER AND OF PURCHASER'S RIGHT TO CAUSE SELLER TO BE JOINED IN AN ACTION BROUGHT UNDER ANY FEDERAL, STATE OR LOCAL LAW, RULE, ACT, OR REGULATION NOW EXISTING OR HEREAFTER ENACTED OR AMENDED WHICH PROHIBITS OR REGULATES THE USE, HANDLING, STORAGE, TRANSPORTATION OR DISPOSAL OF HAZARDOUS MATERIALS OR WHICH REQUIRES REMOVAL OR REMEDIAL ACTION WITH RESPECT TO SUCH HAZARDOUS MATERIALS, SPECIFICALLY INCLUDING BUT NOT LIMITED TO FEDERAL "CERCLA", "RCRA", AND "XXXX" ACTSClosing.

Condition of the Property. If Xxxxx acknowledges that Xxxxx has inspected and investigated the Property (or prior to the Closing will have inspected and investigated the Property) and has entered into this Contract Agreement based upon such investigation and inspection and Buyer’s right to conduct the inspection and investigation. Except as expressly provided in this Agreement or any documents or instruments delivered to Buyer at Closing, and the warranties set forth in the Deed, Buyer acknowledges that it is relying solely on its own investigation and inspection of the Property and not terminated on any information provided for or on behalf of Seller with respect to the physical condition of the Property or its zoning, Purchaser shall be deemed to have acknowledged use, operation, income or compliance with laws (collectively the “Documents and Materials”), and Buyer acknowledges that Seller has provided Purchaser sufficient opportunity to the Documents and Materials on the express condition that Buyer make such an independent factual, physical verification of the accuracy of the information contained in the Documents and legal examinations and inquiries Materials. Except as Purchaser deems necessary and desirable with respect to the Property and the transaction contemplated by this Contract and that Purchaser has approved the Property in all respects. The following provisions shall thereupon be applicable and shall survive the Closing or termination of this Contract: a. Purchaser does hereby acknowledge, represent, warrant and agree to and with Seller that, except as otherwise expressly provided in this Contract Agreement or in any documents executed in connection with the Closing (collectivelyor instruments delivered to Buyer at Closing, the “Closing Documents”): (i) Purchaser is expressly purchasing sale of the Property in its existing condition "AS ISis made on an “As Is”, WHERE IS“Where Is” and “With all Faults” basis as allowed by law and Buyer expressly acknowledges that, AND WITH ALL FAULTS" with respect to all facts, circumstances, conditions and defects; (ii) Seller has no obligation to inspect for, repair or correct any such facts, circumstances, conditions or defects or to compensate Purchaser for same; (iii) Seller has specifically bargained for the assumption by Purchaser of all responsibility to inspect and investigate the Property and of all risk of adverse conditions and has structured the Purchase Price and other terms of this Contract in consideration thereof; (iv) Purchaser is of the agreements of Seller and will be relying strictly and solely upon inspections and examinations it is performing except as expressly provided in this Agreement, the warranties set forth in the Deed, or having performed and the advice and counsel of its own consultantsany documents or instruments delivered to Buyer at Closing, agents, legal counsel and officers and at Closing Purchaser will be fully satisfied that the Purchase Price is fair and adequate consideration for the Property; (v) Seller is not making and has not made any warranty or representation representation, express or implied, or arising by operation of law, with respect to any matters concerning the Property, including, without limitation, the physical condition, the presence of hazardous or toxic materials or other data provided substances (such as materials or substances that may now or in the future be determined to be hazardous or toxic by Seller to Purchaser (whether prepared by any state or for the Seller federal environmental law or others) regulation), flood control, use zoning, income or the education, skills, competence or diligence of the preparers thereof or the physical condition or any other aspect of all or any part legal compliance of the Property as an inducement including, but not limited to, any warranty of suitability, habitability, condition, eligibility, merchantability or fitness for a particular purpose with respect to Purchaser to enter into this Contract and thereafter to purchase the Property or for any other purpose; and (vi) by reason portion thereof. The provisions of all this paragraph shall survive the foregoing, Purchaser assumes the full risk of any loss or damage occasioned by any fact, circumstance, condition or defect pertaining to the Property. Without limiting the generality of any of the foregoing, Purchaser specifically acknowledges that Seller does not represent or in any way warrant the accuracy of any marketing information or pamphlets listing or describing the Property or the information, if any, provided by Seller to Purchaser; and b. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN OR IN THE CLOSING DOCUMENTS, SELLER HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND OR NATURE WHATSOEVER (INCLUDING WARRANTIES OF HABITABILITY AND FITNESS FOR PARTICULAR PURPOSES), WHETHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO WARRANTIES WITH RESPECT TO: THE PROPERTY OR ITS CONSTRUCTION; DEFECTS CAUSED BY ACTS OF THE ORIGINAL SELLER, DEVELOPER, OR BUILDER OF THE PROPERTY, OR ANY SUPPLIER, CONTRACTOR, SUBCONTRACTOR, OR MATERIALMAN; DEFECTS PERTAINING TO STRUCTURAL ELEMENTS, SYSTEMS, EQUIPMENT, APPLIANCES, UTILITIES, OR FIXTURES RELATED TO THE PROPERTY; TAX LIABILITIES; ZONING; LAND VALUE; AVAILABILITY OF ACCESS OR UTILITIES; INGRESS OR EGRESS; GOVERNMENTAL APPROVALS; OR THE SOIL CONDITIONS OF THE REAL PROPERTY, REGARDLESS OF WHETHER SUCH CONDITIONS CURRENTLY EXIST OR EMERGE OVER TIME. PURCHASER FURTHER ACKNOWLEDGES THAT PURCHASER IS BUYING THE PROPERTY "AS IS" AND IN ITS PRESENT CONDITION AND THAT EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT OR IN ANY OTHER CLOSING DOCUMENTS, PURCHASER IS NOT RELYING UPON ANY REPRESENTATION OF ANY KIND OR NATURE MADE BY SELLER, OR ANY OF ITS EMPLOYEES OR AGENTS OF SELLER WITH RESPECT TO THE LAND OR PROPERTY, AND THAT, IN FACT, NO SUCH REPRESENTATIONS WERE MADE EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR IN ANY OTHER CLOSING DOCUMENTS; and c. FURTHER AND WITHOUT IN ANY WAY LIMITING ANY OTHER PROVISION OF THIS AGREEMENT, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN OR IN THE CLOSING DOCUMENTS SELLER MAKES NO WARRANTY WITH RESPECT TO THE PRESENCE ON OR BENEATH THE REAL PROPERTY (OR ANY PARCEL IN PROXIMITY THERETO) OF HAZARDOUS MATERIALS. BY ACCEPTANCE OF THIS AGREEMENT AND THE DEED, PURCHASER ACKNOWLEDGES THAT PURCHASER'S OPPORTUNITY FOR INSPECTION AND INVESTIGATION OF SUCH REAL PROPERTY (AND OTHER PARCELS IN PROXIMITY THERETO) HAS BEEN ADEQUATE TO ENABLE PURCHASER TO MAKE PURCHASER'S OWN DETERMINATION WITH RESPECT TO THE PRESENCE ON OR BENEATH THE REAL PROPERTY (AND OTHER PARCELS IN PROXIMITY THERETO) OF SUCH HAZARDOUS MATERIALS. FURTHERMORE, PURCHASER'S CLOSING HEREUNDER SHALL BE DEEMED TO CONSTITUTE AN EXPRESS WAIVER OF PURCHASER'S AND ITS SUCCESSORS' AND ASSIGNS' RIGHTS TO SUE SELLER AND OF PURCHASER'S RIGHT TO CAUSE SELLER TO BE JOINED IN AN ACTION BROUGHT UNDER ANY FEDERAL, STATE OR LOCAL LAW, RULE, ACT, OR REGULATION NOW EXISTING OR HEREAFTER ENACTED OR AMENDED WHICH PROHIBITS OR REGULATES THE USE, HANDLING, STORAGE, TRANSPORTATION OR DISPOSAL OF HAZARDOUS MATERIALS OR WHICH REQUIRES REMOVAL OR REMEDIAL ACTION WITH RESPECT TO SUCH HAZARDOUS MATERIALS, SPECIFICALLY INCLUDING BUT NOT LIMITED TO FEDERAL "CERCLA", "RCRA", AND "XXXX" ACTSClosing.

Condition of the Property. If this Contract Agreement is not terminated pursuant to Section 2.2 above, Purchaser Buyer shall be deemed to have acknowledged that Seller has provided Purchaser Buyer sufficient opportunity to make such independent factual, physical and legal examinations and inquiries as Purchaser Buyer deems necessary and desirable with respect to the Property and the transaction contemplated by this Contract Agreement and that Purchaser Buyer has approved the Property in all respects. The following provisions shall thereupon be applicable and shall survive the Closing or termination of this ContractAgreement: a. Purchaser (a) Buyer does hereby acknowledge, represent, warrant and agree to and with Seller that, except as otherwise expressly provided in this Contract or in any documents executed in connection with the Closing (collectively, the “Closing Documents”): Agreement: (i) Purchaser Buyer is expressly purchasing the Property in its existing condition "AS IS, WHERE IS, AND WITH ALL FAULTS" with respect to all facts, circumstances, conditions and defects; (ii) Seller has no obligation to inspect for, repair or correct any such facts, circumstances, conditions or defects or to compensate Purchaser Buyer for same; (iii) Seller has specifically bargained for the assumption by Purchaser Buyer of all responsibility to inspect and investigate the Property and of all risk of adverse conditions and has structured the Purchase Price and other terms of this Contract Agreement in consideration thereof; (iv) Purchaser Buyer has undertaken all such inspections and investigations of the Property as Buyer deems necessary or appropriate under the circumstances as to the condition of the Property and the suitability of the Property for Buyer's intended use, and based upon same, Buyer is and will be relying strictly and solely upon such inspections and examinations it is performing or having performed and the advice and counsel of its own consultants, agents, legal counsel and officers and at Closing Purchaser Buyer is and will be fully satisfied that the Purchase Price is fair and adequate consideration for the Property; (v) Seller is not making and has not made any warranty or representation with respect to any materials or other data provided by Seller to Purchaser Buyer (whether prepared by or for the Seller or others) or the education, skills, competence or diligence of the preparers thereof or the physical condition or any other aspect of all or any part of the Property as an inducement to Purchaser Buyer to enter into this Contract Agreement and thereafter to purchase the Property or for any other purpose; and (vi) by reason of all the foregoing, Purchaser Buyer assumes the full risk of any loss or damage occasioned by any fact, circumstance, condition or defect pertaining to the Property. Without limiting the generality of any of the foregoing, Purchaser Buyer specifically acknowledges that Seller does not represent or in any way warrant the accuracy of any marketing information or pamphlets listing or describing the Property or the information, if any, provided by Seller to PurchaserBuyer; and b. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN OR IN THE CLOSING DOCUMENTS, (b) SELLER HEREBY DISCLAIMS ALL AND BUYER WAIVES ANY RIGHT TO ASSERT ANY WARRANTIES OF ANY KIND OR NATURE WHATSOEVER (INCLUDING WARRANTIES OF HABITABILITY AND FITNESS FOR PARTICULAR PURPOSES), WHETHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO WARRANTIES WITH RESPECT TO: THE PROPERTY OR ITS CONSTRUCTION; DEFECTS CAUSED BY ACTS OF THE ORIGINAL SELLER, DEVELOPER, OR BUILDER OF TO THE PROPERTY, OR ANY SUPPLIER, CONTRACTOR, SUBCONTRACTOR, OR MATERIALMAN; DEFECTS PERTAINING TO STRUCTURAL ELEMENTS, SYSTEMS, EQUIPMENT, APPLIANCES, UTILITIES, OR FIXTURES RELATED TO THE PROPERTY; TAX LIABILITIES; , ZONING; , LAND VALUE; , AVAILABILITY OF ACCESS OR UTILITIES; , INGRESS OR EGRESS; , GOVERNMENTAL APPROVALS; , OR THE SOIL CONDITIONS OF THE REAL PROPERTY, REGARDLESS OF WHETHER SUCH CONDITIONS CURRENTLY EXIST OR EMERGE OVER TIMELAND. PURCHASER BUYER FURTHER ACKNOWLEDGES THAT PURCHASER BUYER IS BUYING THE PROPERTY "AS IS" AND IN ITS PRESENT CONDITION AND THAT EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT OR IN ANY OTHER CLOSING DOCUMENTSAGREEMENT, PURCHASER BUYER IS NOT RELYING UPON ANY REPRESENTATION OF ANY KIND OR NATURE MADE BY SELLER, OR ANY OF ITS EMPLOYEES OR AGENTS OF OR SELLER WITH RESPECT TO THE LAND OR PROPERTY, AND THAT, IN FACT, NO SUCH REPRESENTATIONS WERE MADE EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR IN ANY OTHER CLOSING DOCUMENTSAGREEMENT; and c. (c) FURTHER AND WITHOUT IN ANY WAY LIMITING ANY OTHER PROVISION OF THIS AGREEMENT, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN OR IN THE CLOSING DOCUMENTS SELLER MAKES NO WARRANTY WITH RESPECT TO THE PRESENCE ON OR BENEATH THE REAL PROPERTY LAND OR ANY BUILDINGS THEREON (OR ANY PARCEL IN PROXIMITY THERETO) OF HAZARDOUS MATERIALS. BY ACCEPTANCE OF THIS AGREEMENT AND THE DEED, PURCHASER BUYER ACKNOWLEDGES THAT PURCHASERBUYER'S OPPORTUNITY FOR INSPECTION AND INVESTIGATION OF SUCH REAL PROPERTY LAND (AND OTHER PARCELS IN PROXIMITY THERETO) HAS BEEN ADEQUATE TO ENABLE PURCHASER BUYER TO MAKE PURCHASERBUYER'S OWN DETERMINATION WITH RESPECT TO THE PRESENCE ON OR BENEATH THE REAL PROPERTY LAND (AND OTHER PARCELS IN PROXIMITY THERETO) OF SUCH HAZARDOUS MATERIALS. FURTHERMORE, PURCHASERBUYER'S CLOSING HEREUNDER SHALL BE DEEMED TO CONSTITUTE AN EXPRESS WAIVER OF PURCHASERBUYER'S AND ITS SUCCESSORS' AND ASSIGNS' RIGHTS TO SUE XXX ANY OF THE SELLER AND OF PURCHASERBUYER'S RIGHT TO CAUSE ANY OF SELLER TO BE JOINED IN AN ACTION BROUGHT UNDER ANY FEDERAL, STATE OR LOCAL LAW, RULE, ACT, OR REGULATION NOW EXISTING OR HEREAFTER ENACTED OR AMENDED WHICH PROHIBITS OR REGULATES THE USE, HANDLING, STORAGE, TRANSPORTATION OR DISPOSAL OF HAZARDOUS MATERIALS OR WHICH REQUIRES REMOVAL OR REMEDIAL ACTION WITH RESPECT TO SUCH HAZARDOUS MATERIALS, SPECIFICALLY INCLUDING BUT NOT LIMITED TO FEDERAL "CERCLA", "RCRA", AND "XXXX" ACTS. (d) Buyer acknowledges and agrees that as of the Closing Date Buyer is acquiring the Property in its "AS IS" condition, WITH ALL FAULTS, IF ANY, AND WITHOUT ANY WARRANTY, EXPRESS OR IMPLIED. Other than as expressly set forth herein, none of Seller or Owner or any agents, representatives, or employees of Seller or Owner have made any representations or warranties, direct or indirect, oral or written, express or implied, to Buyer or any agents, representatives, or employees of Buyer with respect to the Property, including, without limitation, (a) the physical condition of the Property (including the presence or absence of Hazardous Materials), zoning, set-back and other ordinances, codes, regulations, rules, requirements and orders affecting occupancy or operation of the Property, plans, specifications, any affordable housing restrictions or requirements, costs or other estimates, projections, including income and expense projections concerning the same, and (b) the Property’s compliance with any environmental laws, including without limitation, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (42 U.S.C. Section 9601 et seq.), the Resource Conservation and Recovery Act of 1976 (42 U.S.C. Section 6901 et seq.), the Clean Water Act (33 U.S.C. Section 1251 et seq.), the Safe Drinking Water Act (42 U.S.C. Section 300f et seq.), the Hazardous Materials Transportation Act (49 U.S.C. Section 1801 et seq.), the Toxic Substances Control Act (15 U.S.C. Section 2601 et seq.), the California Hazardous Waste Control Law (California Health and Safety Code Sections 25100-25600), the Xxxxxx-Cologne Water Quality Control Act (California Health and Safety Code Section 13000 et seq.), and the Safe Drinking Water and Toxic Enforcement Act (California Health and Safety Code Section 25249.5 et seq.). Buyer specifically waives and releases Seller, Lender, Owner and their respective successors, assigns, representatives, servants, employees, agents, adjustors, accountants, parents, subsidiaries, divisions, affiliates, reinsurers, directors, officers, officials, servicers and attorneys from (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 Buyer) with respect to the Property or its condition or the prospects, operations or results of operations of the Property except with respect to the express representations and warranties contained in the Deed transferring legal title to Buyer, and (2) all claims, rights, remedies, recourse or other basis for recovery, legal or administrative proceedings, losses, liabilities, damages, penalties, fines, liens, judgments, costs or expenses whatsoever (including, without limitation, attorneys’ fees and costs), whether direct or indirect, known or unknown, foreseen or that Buyer would otherwise have against Sell, Lender or any of the foregoing. In connection with this Section 2.6, Buyer expressly waives the benefits of Section 1542 of the California Civil Code, which provides as follows: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR EXPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN TO HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR." Initials of Buyer: _____

Condition of the Property. If (a) Purchaser and Seller mutually acknowledge and agree that, except as otherwise provided in this Contract Agreement or in the documents to be executed and delivered by Seller at Closing (the “Closing Documents”), the Property is not terminated being sold in an “AS IS, WHERE IS” condition and “WITH ALL FAULTS,” known or unknown, contingent or existing. Purchaser has the sole responsibility fully to inspect the Property, to investigate all matters relevant thereto, including, without limitation, the condition of the Property, and to reach its own, independent evaluation of any risks (environmental or otherwise) or rewards associated with the ownership, leasing, management and operation of the Property, except as otherwise provided herein or in the Closing Documents. Effective as of the Closing and except as expressly set forth in this Agreement and the Closing Documents, Purchaser hereby waives and releases Seller and its officers, directors, shareholders, partners, agents, affiliates, employees and successors and assigns from and against any and all claims, obligations and liabilities arising out of or in connection with the Property; provided, however, that Purchaser does not waive or release any such claims, obligations or liabilities arising from the (i) breach by Seller of any of its representations, warranties, covenants or obligations under this Agreement or the Closing Documents or (ii) fraud by Seller. Except for Seller’s warranties at Section 4.1 herein and as set forth in the Closing Documents, none of the Seller Parties shall be deemed to have acknowledged that Seller has provided made any verbal or written representations, warranties, promises or guarantees (whether express, implied, statutory or otherwise) to Purchaser sufficient opportunity to make such independent factual, physical and legal examinations and inquiries as Purchaser deems necessary and desirable with respect to the Property Property, any matter set forth, contained or addressed in the materials delivered or made available to Purchaser, including, but not limited to, the accuracy and completeness thereof, or the transaction contemplated results of Purchaser’s due diligence. For purposes of the Sale Agreement, documents and materials shall be deemed to have been “made available” to Purchaser’s Representatives only if the same are located at a designated location in Denver, Colorado or are available electronically or on-line. (b) To the fullest extent permitted by this Contract law, Purchaser does hereby unconditionally waive and that Purchaser has approved release Seller and its officers, directors, shareholders, partners, agents, affiliates and employees from any present or future claims and liabilities of any nature arising from or relating to the presence or alleged presence of Hazardous Substances in, on, at, from, under or about the Property in all respectsor any adjacent property, including, without limitation, any claims under or on account of any Environmental Law, regardless of whether such Hazardous Substances are located in, on, at, from, under or about the Property or any adjacent property prior to or after the date hereof (collectively, “Environmental Liabilities”); provided, however, that the foregoing release as it applies to Seller, its officers, directors, shareholders, partners, agents, affiliates and employees, shall not release Seller from any Environmental Liabilities of Seller relating to any Hazardous Substances which may be placed, located or released on the Property by Seller after the date of Closing and further provided that (i) such waiver and release shall not be effective until the Closing and (ii) Purchaser does not waive or release any such claims or liabilities arising from the (A) breach by Seller of any of its representations, warranties or covenants under this Agreement or (B) fraud of Seller. The following terms and provisions shall thereupon be applicable and of this Section 2.3 shall survive the Closing or termination of this Contract: a. Purchaser does hereby acknowledge, represent, warrant and agree to and with Seller that, except as otherwise expressly provided in this Contract or in any documents executed in connection with the Closing (collectively, the “Closing Documents”): (i) Purchaser is expressly purchasing the Property in its existing condition "AS IS, WHERE IS, AND WITH ALL FAULTS" with respect to all facts, circumstances, conditions and defects; (ii) Seller has no obligation to inspect for, repair or correct any such facts, circumstances, conditions or defects or to compensate Purchaser for same; (iii) Seller has specifically bargained for the assumption by Purchaser of all responsibility to inspect and investigate the Property and of all risk of adverse conditions and has structured the Purchase Price and other terms of this Contract in consideration thereof; (iv) Purchaser is and will be relying strictly and solely upon inspections and examinations it is performing or having performed and the advice and counsel of its own consultants, agents, legal counsel and officers and at Closing Purchaser will be fully satisfied that the Purchase Price is fair and adequate consideration for the Property; (v) Seller is not making and has not made any warranty or representation with respect to any materials or other data provided by Seller to Purchaser (whether prepared by or for the Seller or others) or the education, skills, competence or diligence of the preparers thereof or the physical condition or any other aspect of all or any part of the Property as an inducement to Purchaser to enter into this Contract and thereafter to purchase the Property or for any other purpose; and (vi) by reason of all the foregoing, Purchaser assumes the full risk of any loss or damage occasioned by any fact, circumstance, condition or defect pertaining to the Property. Without limiting the generality of any of the foregoing, Purchaser specifically acknowledges that Seller does not represent or in any way warrant the accuracy of any marketing information or pamphlets listing or describing the Property or the information, if any, provided by Seller to Purchaser; and b. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN OR IN THE CLOSING DOCUMENTS, SELLER HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND OR NATURE WHATSOEVER (INCLUDING WARRANTIES OF HABITABILITY AND FITNESS FOR PARTICULAR PURPOSES), WHETHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO WARRANTIES WITH RESPECT TO: THE PROPERTY OR ITS CONSTRUCTION; DEFECTS CAUSED BY ACTS OF THE ORIGINAL SELLER, DEVELOPER, OR BUILDER OF THE PROPERTY, OR ANY SUPPLIER, CONTRACTOR, SUBCONTRACTOR, OR MATERIALMAN; DEFECTS PERTAINING TO STRUCTURAL ELEMENTS, SYSTEMS, EQUIPMENT, APPLIANCES, UTILITIES, OR FIXTURES RELATED TO THE PROPERTY; TAX LIABILITIES; ZONING; LAND VALUE; AVAILABILITY OF ACCESS OR UTILITIES; INGRESS OR EGRESS; GOVERNMENTAL APPROVALS; OR THE SOIL CONDITIONS OF THE REAL PROPERTY, REGARDLESS OF WHETHER SUCH CONDITIONS CURRENTLY EXIST OR EMERGE OVER TIME. PURCHASER FURTHER ACKNOWLEDGES THAT PURCHASER IS BUYING THE PROPERTY "AS IS" AND IN ITS PRESENT CONDITION AND THAT EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT OR IN ANY OTHER CLOSING DOCUMENTS, PURCHASER IS NOT RELYING UPON ANY REPRESENTATION OF ANY KIND OR NATURE MADE BY SELLER, OR ANY OF ITS EMPLOYEES OR AGENTS OF SELLER WITH RESPECT TO THE LAND OR PROPERTY, AND THAT, IN FACT, NO SUCH REPRESENTATIONS WERE MADE EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR IN ANY OTHER CLOSING DOCUMENTS; and c. FURTHER AND WITHOUT IN ANY WAY LIMITING ANY OTHER PROVISION OF THIS AGREEMENT, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN OR IN THE CLOSING DOCUMENTS SELLER MAKES NO WARRANTY WITH RESPECT TO THE PRESENCE ON OR BENEATH THE REAL PROPERTY (OR ANY PARCEL IN PROXIMITY THERETO) OF HAZARDOUS MATERIALS. BY ACCEPTANCE OF THIS AGREEMENT AND THE DEED, PURCHASER ACKNOWLEDGES THAT PURCHASER'S OPPORTUNITY FOR INSPECTION AND INVESTIGATION OF SUCH REAL PROPERTY (AND OTHER PARCELS IN PROXIMITY THERETO) HAS BEEN ADEQUATE TO ENABLE PURCHASER TO MAKE PURCHASER'S OWN DETERMINATION WITH RESPECT TO THE PRESENCE ON OR BENEATH THE REAL PROPERTY (AND OTHER PARCELS IN PROXIMITY THERETO) OF SUCH HAZARDOUS MATERIALS. FURTHERMORE, PURCHASER'S CLOSING HEREUNDER SHALL BE DEEMED TO CONSTITUTE AN EXPRESS WAIVER OF PURCHASER'S AND ITS SUCCESSORS' AND ASSIGNS' RIGHTS TO SUE SELLER AND OF PURCHASER'S RIGHT TO CAUSE SELLER TO BE JOINED IN AN ACTION BROUGHT UNDER ANY FEDERAL, STATE OR LOCAL LAW, RULE, ACT, OR REGULATION NOW EXISTING OR HEREAFTER ENACTED OR AMENDED WHICH PROHIBITS OR REGULATES THE USE, HANDLING, STORAGE, TRANSPORTATION OR DISPOSAL OF HAZARDOUS MATERIALS OR WHICH REQUIRES REMOVAL OR REMEDIAL ACTION WITH RESPECT TO SUCH HAZARDOUS MATERIALS, SPECIFICALLY INCLUDING BUT NOT LIMITED TO FEDERAL "CERCLA", "RCRA", AND "XXXX" ACTSClosing.

Condition of the Property. If this Contract is not terminated , (a) Purchaser shall be deemed to have acknowledged and Seller mutually acknowledge and agree that Seller has provided Purchaser sufficient opportunity to make such independent factual, physical and legal examinations and inquiries as Purchaser deems necessary and desirable with respect to the Property is being sold in an "AS IS, WHERE IS" condition and the transaction contemplated by this Contract and that Purchaser has approved the Property in all respects. The following provisions shall thereupon be applicable and shall survive the Closing "WITH ALL FAULTS," known or termination of this Contract: a. Purchaser does hereby acknowledgeunknown, represent, warrant and agree to and with Seller thatcontingent or existing, except as otherwise expressly set forth in the representations and warranties provided in this Contract or in any Agreement and the documents executed and delivered in connection with the Closing (collectively, the “"Closing Documents”): "). Subject to the foregoing sentence, Purchaser has the sole responsibility to fully inspect the Property, to investigate all matters relevant thereto, including, without limitation, the condition of the Property, and to reach its own, independent evaluation of any risks (environmental or otherwise) or rewards associated with the ownership, leasing, management and operation of the Property. Effective as of the Closing and except as expressly set forth in this Agreement and/or the Closing Documents, Purchaser hereby waives and releases Seller and its officers, directors, shareholders, partners, agents, affiliates, employees and successors and assigns from and against any and all claims, obligations and liabilities which Purchaser may have arising out of or in connection with the Property. The foregoing release shall not be applicable to Purchaser's right to implead or otherwise seek joinder of Seller solely with respect to any claims brought against Purchaser by a third party unaffiliated with Purchaser relating to personal injury or death that occurred solely during Seller's period of ownership of the Property. Furthermore, this release shall not applicable to any claims arising out of the express covenants, representations, or warranties set forth in this Agreement that shall expressly survive the Closing so long as the survival period is still in effect. (b) Except as otherwise expressly provided in this Subsection 3.2(b), to the fullest extent permitted by law, Purchaser does hereby unconditionally waive and release Seller and its officers, directors, shareholders, partners, agents, affiliates and employees from any present or future claims and liabilities of any nature arising from or relating to the presence or alleged presence of Hazardous Materials in, on, at, from, under or about the Property or any adjacent property, including, without limitation, any claims under or on account of any Environmental Law, regardless of whether such Hazardous Materials are located in, on, at, from, under or about the Property or any adjacent property prior to or after the date hereof (collectively, "Environmental Liabilities"); PROVIDED, HOWEVER, that the foregoing release as it applies to Seller, its officers, directors, shareholders, partners, agents, affiliates and employees, shall not release Seller from any Environmental Liabilities of Seller relating to any Hazardous Materials which may be placed, located or released on the Property by Seller after the date of Closing. Notwithstanding the foregoing release, Seller shall indemnify, defend and hold Purchaser and Purchaser's representatives, successors and assigns, and any of Purchaser's mortgagees or holder of deed of trust affecting the Property (collectively, "Indemnitees"), harmless for and against: (i) any present or future claims and liabilities of any nature asserted by any third parties other than Governmental Authorities arising from the presence of any Hazardous Materials on, in, under, about or emanating from the Property to the extent that the third-party claim seeks to recover for losses, damages or injuries due to the release of Hazardous Materials that are, or which are later alleged by such third party to be, the particular Hazardous Materials which Seller is legally obligated to remediate pursuant to the ACO (PROVIDED, HOWEVER, that in the case of Hazardous Materials that are later alleged by a third party to be the particular Hazardous Materials which Seller is legally obligated to remediate pursuant to the ACO, Seller shall reimburse Purchaser for all reasonable expenses incurred by Purchaser in the defense of such claim; and PROVIDED FURTHER that under no circumstances shall Seller have any obligation to indemnify, defend, or hold Purchaser harmless hereunder with respect to any claims or liabilities to the extent that they involve Hazardous Materials that Seller did not cause to be released), and (ii) any present or future claims and liabilities of any nature asserted by any Governmental Authority arising from Seller's breach of Seller's representations, warranties and/or covenants in subsections 4.1(m), 4.3(c) and/or 4.3(e) hereof, PROVIDED, HOWEVER, that Seller shall have no such obligation to indemnify, defend and/or hold any of the Indemnitees harmless for any such claim or liabilities unless the following conditions are true as of the time that Purchaser and/or any of Purchaser's representatives assert any claim against Seller seeking to enforce such obligation: (i) Purchaser and, as the case may be, Purchaser's representatives, have at all times fully cooperated with Seller in all respects in Seller's performance of the Environmental Work, including without limitation, complying with all of Purchaser's obligations pursuant to Subsection 4.6 and the Environmental Remediation Easement, attached hereto as Exhibit K-1; and (ii) neither Purchaser, any of Purchaser's representatives, the other Indemnitees, nor any third party acting at Purchaser's direction or request or with information provided to such third party by Purchaser, has interfered with Seller's exclusive and absolute right to control all negotiations with the State of New York and its relevant agencies, or any other federal, state or local governmental authority having jurisdiction pursuant to any Environmental Law concerning any and all aspects of the Environmental Work ("Governmental Authority"), either before or after Closing. For purposes of the foregoing sentence, the terms "interfered with" shall mean any communication of any type whatsoever with any Governmental Authority whose effect is to increase the cost or scope of the Environmental Work, PROVIDED, HOWEVER, that it shall not include any oral or written communication that: (i) Purchaser is expressly purchasing required by law or judicial process to provide to any Governmental Authority if Purchaser has first given prior written notice to Seller of Purchaser's intention to communicate such information describing in reasonable detail the Property in its existing condition "AS IS, WHERE IS, AND WITH ALL FAULTS" with respect information to all facts, circumstances, conditions and defectsbe provided; (ii) is otherwise necessary to provide on an emergent basis without such prior notice in order to prevent an imminent and substantial endangerment to human health, provided that in the case of the foregoing clause (ii), Purchaser has notified Seller has no obligation to inspect for, repair or correct any of such facts, circumstances, conditions or defects or to compensate Purchaser for samecommunication as soon as possible; (iii) Purchaser engages in with any Governmental Authority after Seller has specifically bargained failed to provide any response by the date required for such response for any required submission by the assumption NYSDEC and has further failed to cure any such non-response within thirty (30) days of Seller's receipt of written notice by Purchaser of all responsibility such failure with reference to inspect and investigate the Property and of all risk of adverse conditions and this Section 3.2(b), unless Seller has structured the Purchase Price and other terms of this Contract contested in consideration thereofgood faith its legal obligation to provide such submission or any action relating thereto; or (iv) pertains to any Hazardous Materials present at, in, on or under the Property that have not been excluded from coverage under the environmental insurance to be obtained by Purchaser (which insurance shall be paid equally by Seller and Purchaser and shall include each party as a named insured) ("Purchaser's Environmental Insurance"), containing substantially the same terms and conditions as referenced in the quote attached hereto as Exhibit K-2. Seller's duty to indemnify, defend and/or hold any of Indemnitees harmless in this Section 3.2(b) shall expire as of: (A) in the case of any Environmental Liabilities for which Seller becomes responsible under the ACO, the issuance by the New York Department of Environmental Conservation ("NYSDEC") of either: (x) a "Certificate of Completion", or equivalent documentation from the NYSDEC, demonstrating that all required remediation activities have been completed to the satisfaction of the NYSDEC (not including any required long-term monitoring which is and will be relying strictly and solely provided for below in Section 3.2(b)); or (y) a "Certificate of Construction Completion," if Seller has provided, in conjunction with such certificate, a third-party liability transfer contract reasonably satisfactory to Purchaser; or (B) in the case of any Environmental Liabilities for which Seller otherwise becomes responsible, five (5) years from the date of Closing, except that such indemnification shall continue for any Environmental Liabilities discovered within 5 years of the date of closing until a Certificate of Completion, Certificate of Construction Completion or a Notice of No Further Action is issued by a Governmental Authority. Notwithstanding any expiration of the indemnity as set forth above in the foregoing sentence, upon inspections and examinations it is performing the issuance of a Certificate of Completion or having performed and the advice and counsel a Certificate of its own consultantsConstruction Completion to Seller whether under subsection (A) or (B), agents, legal counsel and officers and at Closing Purchaser will be fully satisfied that the Purchase Price is fair and adequate consideration for the Property; (vSeller's indemnity obligation under this Section 3.2(b) Seller is not making and has not made any warranty or representation shall continue with respect to any materials claims and liabilities of any nature, including those asserted by any third parties, arising from Seller's obligations under the ACO or other data provided by Seller to Purchaser (whether prepared by or for the Seller or others) or the education, skills, competence or diligence of the preparers thereof or the physical condition or any other aspect of all or any part of the Property as an inducement to Purchaser to enter into this Contract and thereafter to purchase the Property or for any other purpose; and (vi) by reason of all the foregoing, Purchaser assumes the full risk of any loss or damage occasioned by any fact, circumstance, condition or defect pertaining to the Property. Without limiting the generality of any of the foregoing, Purchaser specifically acknowledges that Seller does not represent or in any way warrant the accuracy of any marketing information or pamphlets listing or describing the Property or the informationsuch requirement, if any, to perform ongoing operations and maintenance activities and/or monitoring with respect to soil, soil gas and/or groundwater at, on, in, under, or emanating from the Property. (c) Notwithstanding anything in the foregoing subsection 3.2(b) to the contrary, Seller shall have no duty to indemnify, defend and/or hold any of Indemnitees harmless under Section 3.2(b) for any Environmental Liabilities against Seller hereunder if insurance coverage for such Environmental Liabilities is, or is reasonably expected to be, provided for under any of the insurance policies held by Seller or Purchaser, more particularly referred to Purchaser; and b. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN OR IN THE CLOSING DOCUMENTSas Kemper Indemnity Insurance Cxxxxxx Policy No. 4YY-002213-00 and American International Specialty Lines Insurance Company Policy No. PLS 2026574, SELLER HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND OR NATURE WHATSOEVER and the insurance policy that Seller is required to obtain hereunder containing substantially the same coverage as described in the quote attached hereto as Exhibit K-2 (INCLUDING WARRANTIES OF HABITABILITY AND FITNESS FOR PARTICULAR PURPOSEScollectively, the "Environmental Insurance"), WHETHER EXPRESSED OR IMPLIEDif and for so long as Purchaser and/or Seller are either "named insured," "first loss payee" and/or "additional insured" under said Environmental Insurance until Purchaser and/or Seller, INCLUDINGwhichever is first insured, BUT NOT LIMITED TO WARRANTIES WITH RESPECT TOas the case may be, have reasonably exhausted efforts to recover under said insurance for such Environmental Liabilities, PROVIDED, HOWEVER, that Seller shall in any event indemnify, defend and/or hold any of Indemnitees harmless as provided under Section 3.2(b) above if and when the limits of coverage provided under the Environmental Insurance have been exhausted. The terms "reasonably exhausted efforts to recover under said insurance" in the immediately foregoing sentence shall mean that Seller and/or Purchaser as applicable have diligently provided notice of a claim for coverage of said Environmental Liabilities to the carrier under the Environmental Insurance within thirty (30) days of such claim arising, and has pursued coverage for a period of one hundred eighty (180) days from the date the environmental claim arose. At the close of the 180-day period from the date the environmental claim arose as referenced in the foregoing sentence, if no carrier has agreed to provide coverage for any claimed Environmental Liabilities, whether or not subject to a reservation of rights, the indemnification obligations of the Seller as set forth in Section 3.2(b) herein shall be in full force and effect. Seller agrees that the statute of limitations applicable to any claim of Purchaser shall be tolled during any period in which Purchaser and/or Seller are seeking coverage under the Environmental Insurance. Further, notwithstanding anything in the foregoing subsection 3.2(b) to the contrary, but except as otherwise provided in the immediately following sentence for any Purchaser Investigation (as defined below), Seller shall have no duty to indemnify, defend and/or hold any of the Indemnitees harmless under Section 3.2(b) for any claims or liabilities arising in whole or in part from, but Purchaser shall instead indemnify, defend and hold harmless Seller for: THE PROPERTY OR ITS CONSTRUCTION; DEFECTS CAUSED BY ACTS OF THE ORIGINAL SELLER, DEVELOPER, OR BUILDER OF THE PROPERTY, OR ANY SUPPLIER, CONTRACTOR, SUBCONTRACTOR, OR MATERIALMAN; DEFECTS PERTAINING TO STRUCTURAL ELEMENTS, SYSTEMS, EQUIPMENT, APPLIANCES, UTILITIES, OR FIXTURES RELATED TO THE PROPERTY; TAX LIABILITIES; ZONING; LAND VALUE; AVAILABILITY OF ACCESS OR UTILITIES; INGRESS OR EGRESS; GOVERNMENTAL APPROVALS; OR THE SOIL CONDITIONS OF THE REAL PROPERTY, REGARDLESS OF WHETHER SUCH CONDITIONS CURRENTLY EXIST OR EMERGE OVER TIME. PURCHASER FURTHER ACKNOWLEDGES THAT PURCHASER IS BUYING THE PROPERTY "AS IS" AND IN ITS PRESENT CONDITION AND THAT EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT OR IN ANY OTHER CLOSING DOCUMENTS, PURCHASER IS NOT RELYING UPON ANY REPRESENTATION OF ANY KIND OR NATURE MADE BY SELLER, OR ANY OF ITS EMPLOYEES OR AGENTS OF SELLER WITH RESPECT TO THE LAND OR PROPERTY, AND THAT, IN FACT, NO SUCH REPRESENTATIONS WERE MADE EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR IN ANY OTHER CLOSING DOCUMENTS; and c. FURTHER AND WITHOUT IN ANY WAY LIMITING ANY OTHER PROVISION OF THIS AGREEMENT, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN OR IN THE CLOSING DOCUMENTS SELLER MAKES NO WARRANTY WITH RESPECT TO THE PRESENCE ON OR BENEATH THE REAL PROPERTY (OR ANY PARCEL IN PROXIMITY THERETOi) OF HAZARDOUS MATERIALS. BY ACCEPTANCE OF THIS AGREEMENT AND THE DEED, PURCHASER ACKNOWLEDGES THAT PURCHASER'S OPPORTUNITY FOR INSPECTION AND INVESTIGATION OF SUCH REAL PROPERTY (AND OTHER PARCELS IN PROXIMITY THERETO) HAS BEEN ADEQUATE TO ENABLE PURCHASER TO MAKE PURCHASER'S OWN DETERMINATION WITH RESPECT TO THE PRESENCE ON OR BENEATH THE REAL PROPERTY (AND OTHER PARCELS IN PROXIMITY THERETO) OF SUCH HAZARDOUS MATERIALS. FURTHERMORE, PURCHASER'S CLOSING HEREUNDER SHALL BE DEEMED TO CONSTITUTE AN EXPRESS WAIVER OF PURCHASER'S AND ITS SUCCESSORS' AND ASSIGNS' RIGHTS TO SUE SELLER AND OF PURCHASER'S RIGHT TO CAUSE SELLER TO BE JOINED IN AN ACTION BROUGHT UNDER ANY FEDERAL, STATE OR LOCAL LAW, RULE, ACT, OR REGULATION NOW EXISTING OR HEREAFTER ENACTED OR AMENDED WHICH PROHIBITS OR REGULATES THE USE, HANDLING, STORAGE, TRANSPORTATION OR DISPOSAL OF HAZARDOUS MATERIALS OR WHICH REQUIRES REMOVAL OR REMEDIAL ACTION WITH RESPECT TO SUCH HAZARDOUS MATERIALS, SPECIFICALLY INCLUDING BUT NOT LIMITED TO FEDERAL "CERCLA", "RCRA", AND "XXXX" ACTS.any

Condition of the Property. If this Contract THE PURCHASER SHALL ACCEPT THE PROPERTY IN AN “AS-IS” CONDITION AS OF THE CLOSING DATE, AND PURCHASER SPECIFICALLY AGREES THAT THE CLERK & MASTER HAS NOT AND DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, TO THE PURCHASER REGARDING THE PROPERTY OR ANY IMPROVEMENTS THEREON INCLUDING, WITHOUT LIMITATION, ANY ZONING RESTRICTIONS, THE DIMENSION OR ACREAGE OF THE PROPERTY OR IMPROVEMENTS, ANY ASPECT OF THE CONDITION OF THE PROPERTY OR IMPROVEMENTS OR THE FITNESS OF THE PROPERTY OR IMPROVEMENTS FOR ANY INTENDED OR PARTICULAR USE, ANY AND ALL SUCH REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, BEING HEREBY EXPRESSLY WAIVED BY THE PURCHASER AND DISCLAIMED BY THE CLERK & MASTER. THE PURCHASER REPRESENTS AND WARRANTS TO THE CLERK & MASTER THAT THE BUYER HAS NOT BEEN INDUCED TO EXECUTE THIS AGREEMENT BY ANY ACT, STATEMENT OR REPRESENTATION OF THE CLERK & MASTER OR ITS AGENTS, EMPLOYEES OR REPRESENTATIVES. The Purchaser acknowledges and agrees that it is not terminated , Purchaser shall be deemed to have acknowledged that Seller has provided Purchaser sufficient opportunity the Purchaser’s responsibility to make such independent factuallegal, physical factual and legal examinations other inquiries and inquiries investigations as the Purchaser deems considers necessary and desirable with respect to the Property Property, and the transaction contemplated Purchaser hereby represents and warrants that they have executed this Agreement based solely on their own independent due diligence and investigation, and not in reliance upon any information provided by this Contract and that Purchaser has approved the Property in all respects. The following provisions shall thereupon be applicable and shall survive the Closing Clerk & Master or termination of this Contract: a. Purchaser does hereby acknowledgeXxXxxxxx Auction Company, represent, warrant and agree to and with Seller that, except as otherwise expressly provided in this Contract LLC or in any documents executed in connection with the Closing (collectively, the “Closing Documents”): (i) Purchaser is expressly purchasing the Property in its existing condition "AS IS, WHERE IS, AND WITH ALL FAULTS" with respect to all facts, circumstances, conditions and defects; (ii) Seller has no obligation to inspect for, repair or correct any such facts, circumstances, conditions or defects or to compensate Purchaser for same; (iii) Seller has specifically bargained for the assumption by Purchaser of all responsibility to inspect and investigate the Property and of all risk of adverse conditions and has structured the Purchase Price and other terms of this Contract in consideration thereof; (iv) Purchaser is and will be relying strictly and solely upon inspections and examinations it is performing or having performed and the advice and counsel of its own consultants, their agents, legal counsel and officers and at Closing Purchaser will be fully satisfied that the Purchase Price is fair and adequate consideration for the Property; (v) Seller is not making and has not made any warranty employees, or representation with respect to any materials or other data provided by Seller to Purchaser (whether prepared by or for the Seller or others) or the education, skills, competence or diligence of the preparers thereof or the physical condition or any other aspect of all or any part of the Property as an inducement to Purchaser to enter into this Contract and thereafter to purchase the Property or for any other purpose; and (vi) by reason of all the foregoing, Purchaser assumes the full risk of any loss or damage occasioned by any fact, circumstance, condition or defect pertaining to the Property. Without limiting the generality of any of the foregoing, Purchaser specifically acknowledges that Seller does not represent or in any way warrant the accuracy of any marketing information or pamphlets listing or describing the Property or the information, if any, provided by Seller to Purchaser; and b. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN OR IN THE CLOSING DOCUMENTS, SELLER HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND OR NATURE WHATSOEVER (INCLUDING WARRANTIES OF HABITABILITY AND FITNESS FOR PARTICULAR PURPOSES), WHETHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO WARRANTIES WITH RESPECT TO: THE PROPERTY OR ITS CONSTRUCTION; DEFECTS CAUSED BY ACTS OF THE ORIGINAL SELLER, DEVELOPER, OR BUILDER OF THE PROPERTY, OR ANY SUPPLIER, CONTRACTOR, SUBCONTRACTOR, OR MATERIALMAN; DEFECTS PERTAINING TO STRUCTURAL ELEMENTS, SYSTEMS, EQUIPMENT, APPLIANCES, UTILITIES, OR FIXTURES RELATED TO THE PROPERTY; TAX LIABILITIES; ZONING; LAND VALUE; AVAILABILITY OF ACCESS OR UTILITIES; INGRESS OR EGRESS; GOVERNMENTAL APPROVALS; OR THE SOIL CONDITIONS OF THE REAL PROPERTY, REGARDLESS OF WHETHER SUCH CONDITIONS CURRENTLY EXIST OR EMERGE OVER TIME. PURCHASER FURTHER ACKNOWLEDGES THAT PURCHASER IS BUYING THE PROPERTY "AS IS" AND IN ITS PRESENT CONDITION AND THAT EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT OR IN ANY OTHER CLOSING DOCUMENTS, PURCHASER IS NOT RELYING UPON ANY REPRESENTATION OF ANY KIND OR NATURE MADE BY SELLER, OR ANY OF ITS EMPLOYEES OR AGENTS OF SELLER WITH RESPECT TO THE LAND OR PROPERTY, AND THAT, IN FACT, NO SUCH REPRESENTATIONS WERE MADE EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR IN ANY OTHER CLOSING DOCUMENTS; and c. FURTHER AND WITHOUT IN ANY WAY LIMITING ANY OTHER PROVISION OF THIS AGREEMENT, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN OR IN THE CLOSING DOCUMENTS SELLER MAKES NO WARRANTY WITH RESPECT TO THE PRESENCE ON OR BENEATH THE REAL PROPERTY (OR ANY PARCEL IN PROXIMITY THERETO) OF HAZARDOUS MATERIALS. BY ACCEPTANCE OF THIS AGREEMENT AND THE DEED, PURCHASER ACKNOWLEDGES THAT PURCHASER'S OPPORTUNITY FOR INSPECTION AND INVESTIGATION OF SUCH REAL PROPERTY (AND OTHER PARCELS IN PROXIMITY THERETO) HAS BEEN ADEQUATE TO ENABLE PURCHASER TO MAKE PURCHASER'S OWN DETERMINATION WITH RESPECT TO THE PRESENCE ON OR BENEATH THE REAL PROPERTY (AND OTHER PARCELS IN PROXIMITY THERETO) OF SUCH HAZARDOUS MATERIALS. FURTHERMORE, PURCHASER'S CLOSING HEREUNDER SHALL BE DEEMED TO CONSTITUTE AN EXPRESS WAIVER OF PURCHASER'S AND ITS SUCCESSORS' AND ASSIGNS' RIGHTS TO SUE SELLER AND OF PURCHASER'S RIGHT TO CAUSE SELLER TO BE JOINED IN AN ACTION BROUGHT UNDER ANY FEDERAL, STATE OR LOCAL LAW, RULE, ACT, OR REGULATION NOW EXISTING OR HEREAFTER ENACTED OR AMENDED WHICH PROHIBITS OR REGULATES THE USE, HANDLING, STORAGE, TRANSPORTATION OR DISPOSAL OF HAZARDOUS MATERIALS OR WHICH REQUIRES REMOVAL OR REMEDIAL ACTION WITH RESPECT TO SUCH HAZARDOUS MATERIALS, SPECIFICALLY INCLUDING BUT NOT LIMITED TO FEDERAL "CERCLA", "RCRA", AND "XXXX" ACTSrepresentatives.

Condition of the Property. If this Contract is not terminated 3.1 The document annexed hereto marked Annexure “A”, Purchaser shall be deemed entitled “Statement relating to have acknowledged that Seller has provided Purchaser sufficient opportunity to make such independent factualProperty”, physical and legal examinations and inquiries as Purchaser deems necessary and desirable with respect to the Property and the transaction contemplated by this Contract and that Purchaser has approved the Property in all respects. The following provisions shall thereupon be applicable and shall survive the Closing or termination forms part of this Contract: a. Purchaser does hereby acknowledge, represent, warrant and agree to and with Seller that, except as Offer. Unless stated otherwise expressly provided in this Contract or in any documents executed in connection with such document the Closing (collectively, the “Closing Documents”): (i) Purchaser is expressly purchasing the Property in its existing condition "AS IS, WHERE IS, AND WITH ALL FAULTS" with respect to all facts, circumstances, conditions and defects; (ii) Seller has no obligation to inspect for, repair or correct any such facts, circumstances, conditions or defects or to compensate Purchaser for same; (iii) Seller has specifically bargained for the assumption by Purchaser of all responsibility to inspect and investigate the Property and of all risk of adverse conditions and has structured the Purchase Price and other terms of this Contract in consideration thereof; (iv) Purchaser is and will be relying strictly and solely upon inspections and examinations it is performing or having performed and the advice and counsel of its own consultants, agents, legal counsel and officers and at Closing Purchaser will be fully satisfied that the Purchase Price is fair and adequate consideration for the Property; (v) Seller is not making and has not made liable for any warranty latent or representation with respect to any materials patent defect in the Property existing at the date of sale or other data provided by Seller to Purchaser (whether prepared by arising thereafter, or for the Seller or others) or costs of repairing any such defect and/or any damages suffered by the education, skills, competence or diligence of the preparers thereof or the physical condition or any other aspect of all or any part of the Property as an inducement to Purchaser to enter into this Contract and thereafter to purchase the Property or for any other purpose; and (vi) by reason of such defect, the understanding being that the Property is sold voetstoots (“as is”). 3.2 The PURCHASER confirms: 3.2.1 that he/she inspected the property fully prior to signature of this document, having been given adequate opportunity to do so and the Purchaser is satisfied with the property in all respects except to the extent stated otherwise in this document; 3.2.2 that an inspection report signed by the Seller and his/her agent was handed to the Purchaser prior to signature of this agreement to assist the Purchaser to conduct a proper inspection of the property. (delete if not applicable) 3.3 The property is sold subject to all the foregoing, terms and conditions of title and all other conditions which may exist in regard thereto. The Purchaser assumes has been made aware of the full risk of any loss or damage occasioned by any fact, circumstance, condition or defect pertaining fact that the title deed to the Propertyproperty is available for inspection as a public document. Without limiting If the generality property's size or dimensions have been erroneously described, the description thereof as in the Seller's title deed shall apply and in such event, the parties agree to the rectification thereof in this agreement. The Purchaser is entitled to receive the property in the same condition as at date of this sale. The SELLER and the PURCHASER agree that the AGENT is exempt from any liability of costs incurred to correct any irregularity reflected/or not reflected in the building plans and/or title deeds of the foregoing, Purchaser specifically acknowledges that Seller does not represent or in any way warrant the accuracy of any marketing information or pamphlets listing or describing the Property or the information, if any, property provided by Seller to Purchaser; and b. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN OR IN THE CLOSING DOCUMENTS, SELLER HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND OR NATURE WHATSOEVER (INCLUDING WARRANTIES OF HABITABILITY AND FITNESS FOR PARTICULAR PURPOSES), WHETHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO WARRANTIES WITH RESPECT TO: THE PROPERTY OR ITS CONSTRUCTION; DEFECTS CAUSED BY ACTS OF THE ORIGINAL the SELLER, DEVELOPER, OR BUILDER OF THE PROPERTY, OR ANY SUPPLIER, CONTRACTOR, SUBCONTRACTOR, OR MATERIALMAN; DEFECTS PERTAINING TO STRUCTURAL ELEMENTS, SYSTEMS, EQUIPMENT, APPLIANCES, UTILITIES, OR FIXTURES RELATED TO THE PROPERTY; TAX LIABILITIES; ZONING; LAND VALUE; AVAILABILITY OF ACCESS OR UTILITIES; INGRESS OR EGRESS; GOVERNMENTAL APPROVALS; OR THE SOIL CONDITIONS OF THE REAL PROPERTY, REGARDLESS OF WHETHER SUCH CONDITIONS CURRENTLY EXIST OR EMERGE OVER TIME. PURCHASER FURTHER ACKNOWLEDGES THAT PURCHASER IS BUYING THE PROPERTY "AS IS" AND IN ITS PRESENT CONDITION AND THAT EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT OR IN ANY OTHER CLOSING DOCUMENTS, PURCHASER IS NOT RELYING UPON ANY REPRESENTATION OF ANY KIND OR NATURE MADE BY SELLER, OR ANY OF ITS EMPLOYEES OR AGENTS OF SELLER WITH RESPECT TO THE LAND OR PROPERTY, AND THAT, IN FACT, NO SUCH REPRESENTATIONS WERE MADE EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR IN ANY OTHER CLOSING DOCUMENTS; and c. FURTHER AND WITHOUT IN ANY WAY LIMITING ANY OTHER PROVISION OF THIS AGREEMENT, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN OR IN THE CLOSING DOCUMENTS SELLER MAKES NO WARRANTY WITH RESPECT TO THE PRESENCE ON OR BENEATH THE REAL PROPERTY (OR ANY PARCEL IN PROXIMITY THERETO) OF HAZARDOUS MATERIALS. BY ACCEPTANCE OF THIS AGREEMENT AND THE DEED, PURCHASER ACKNOWLEDGES THAT PURCHASER'S OPPORTUNITY FOR INSPECTION AND INVESTIGATION OF SUCH REAL PROPERTY (AND OTHER PARCELS IN PROXIMITY THERETO) HAS BEEN ADEQUATE TO ENABLE PURCHASER TO MAKE PURCHASER'S OWN DETERMINATION WITH RESPECT TO THE PRESENCE ON OR BENEATH THE REAL PROPERTY (AND OTHER PARCELS IN PROXIMITY THERETO) OF SUCH HAZARDOUS MATERIALS. FURTHERMORE, PURCHASER'S CLOSING HEREUNDER SHALL BE DEEMED TO CONSTITUTE AN EXPRESS WAIVER OF PURCHASER'S AND ITS SUCCESSORS' AND ASSIGNS' RIGHTS TO SUE SELLER AND OF PURCHASER'S RIGHT TO CAUSE SELLER TO BE JOINED IN AN ACTION BROUGHT UNDER ANY FEDERAL, STATE OR LOCAL LAW, RULE, ACT, OR REGULATION NOW EXISTING OR HEREAFTER ENACTED OR AMENDED WHICH PROHIBITS OR REGULATES THE USE, HANDLING, STORAGE, TRANSPORTATION OR DISPOSAL OF HAZARDOUS MATERIALS OR WHICH REQUIRES REMOVAL OR REMEDIAL ACTION WITH RESPECT TO SUCH HAZARDOUS MATERIALS, SPECIFICALLY INCLUDING BUT NOT LIMITED TO FEDERAL "CERCLA", "RCRA", AND "XXXX" ACTS.

Condition of the Property. If Subject to the approval or waiver of the Contingencies and Buyer's Closing Conditions described in Section 4 and Section 5.1, and as a material inducement to Seller's execution and delivery of this Contract is not terminated Agreement and performance of its duties hereunder, Purchaser shall be deemed but without limiting the effect of Seller's representations and warranties set forth in Section 7.1, Buyer agrees, and represents and warrants, that it will purchase the Property "as is" and solely in reliance on its own investigation of the Property. Buyer agrees, and represents and warrants, that it has conducted (or will conduct to have acknowledged that Seller has provided Purchaser sufficient opportunity the extent it deems appropriate) an investigation and determine to make such independent factualits satisfaction each and every matter of concern or relevance relating to the 5 Property, including without limitation the financial, legal title, physical and legal examinations environmental condition of the Property, soils, settlement or subsidence conditions, applicable governmental laws and inquiries regulations, zoning, building code, access, environmental, Environmental Laws (as Purchaser deems necessary defined in Section 11.1(a)) and desirable with respect land use laws and regulations and the extent to which the Property complies therewith, and the transaction contemplated by this Contract and that Purchaser has approved fitness of the Property for Buyer's contemplated use, the presence of Hazardous Materials (as defined in all respects. The following provisions shall thereupon Section 11.1(b)) on the Property and, in general, its environmental condition, title matters and contracts to be applicable and shall survive assumed by Buyer including the Closing or termination of this Contract: a. Purchaser does hereby acknowledgePacific Commercentre Agreements, represent, warrant and agree to and with Seller that, except as otherwise expressly provided in this Contract or in any documents executed in connection with the Closing (collectively, the “Closing Documents”): "Condition of the Property"). Subject to the other provisions of this Agreement, Buyer agrees and represents and warrants, that (i) Purchaser is expressly purchasing it will purchase the Property in subject to each and every Condition of the Property, including adverse conditions that may not have been revealed by its existing condition "AS ISinvestigation of the Property, WHERE IS, AND WITH ALL FAULTS" with respect to all facts, circumstances, conditions and defects; (ii) Seller has no obligation to inspect forrepair, repair correct or correct compensate Buyer for any such factsCondition of the Property, circumstances, conditions or defects or to compensate Purchaser for same; and (iii) Seller has specifically bargained for by acquiring the assumption by Purchaser Property, Buyer shall be deemed to have waived any and all objections to the Condition of all responsibility to inspect and investigate the Property, whether or not any Condition of the Property would have been disclosed by inspection. By acknowledging approval or waiver of the Contingencies and Buyer's Closing Conditions pursuant to Section 4 and Section 5.1 and without limiting Seller's obligations under Section 3.2, Section 8.3 or elsewhere in this Agreement, Buyer shall be deemed to agree that no Condition of all risk of adverse conditions the Property, whether or not known or discovered by either Buyer or Seller at a later date, shall affect this transaction and has structured the Purchase Price and other terms of this Contract in consideration thereof; (iv) Purchaser is and will be relying strictly and solely upon inspections and examinations it is performing or having performed and the advice and counsel of its own consultants, agents, legal counsel and officers and at Closing Purchaser will be fully satisfied that the Purchase Price is fair and adequate consideration paid for the Property; (v) Seller is not making Property hereunder, and has not made any warranty or representation with respect to any materials or other data provided by Seller to Purchaser (whether prepared by or for the Seller or others) or the education, skills, competence or diligence of the preparers thereof or the physical condition or any other aspect of all or any part of the Property as an inducement to Purchaser to enter into this Contract and thereafter that Buyer shall be obligated to purchase the Property or for any other purpose; and (vi) by reason notwithstanding the Condition of all the foregoing, Purchaser assumes the full risk of any loss or damage occasioned by any fact, circumstance, condition or defect pertaining to the Property. Without limiting the generality of any of the foregoing, Purchaser specifically acknowledges that Seller does not represent or in any way warrant the accuracy of any marketing information or pamphlets listing or describing the Property or the information, if any, provided by Seller to Purchaser; and b. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN OR IN THE CLOSING DOCUMENTS, SELLER HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND OR NATURE WHATSOEVER (INCLUDING WARRANTIES OF HABITABILITY AND FITNESS FOR PARTICULAR PURPOSES), WHETHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO WARRANTIES WITH RESPECT TO: THE PROPERTY OR ITS CONSTRUCTION; DEFECTS CAUSED BY ACTS OF THE ORIGINAL SELLER, DEVELOPER, OR BUILDER OF THE PROPERTY, OR ANY SUPPLIER, CONTRACTOR, SUBCONTRACTOR, OR MATERIALMAN; DEFECTS PERTAINING TO STRUCTURAL ELEMENTS, SYSTEMS, EQUIPMENT, APPLIANCES, UTILITIES, OR FIXTURES RELATED TO THE PROPERTY; TAX LIABILITIES; ZONING; LAND VALUE; AVAILABILITY OF ACCESS OR UTILITIES; INGRESS OR EGRESS; GOVERNMENTAL APPROVALS; OR THE SOIL CONDITIONS OF THE REAL PROPERTY, REGARDLESS OF WHETHER SUCH CONDITIONS CURRENTLY EXIST OR EMERGE OVER TIME. PURCHASER FURTHER ACKNOWLEDGES THAT PURCHASER IS BUYING THE PROPERTY "AS IS" AND IN ITS PRESENT CONDITION AND THAT EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT OR IN ANY OTHER CLOSING DOCUMENTS, PURCHASER IS NOT RELYING UPON ANY REPRESENTATION OF ANY KIND OR NATURE MADE BY SELLER, OR ANY OF ITS EMPLOYEES OR AGENTS OF SELLER WITH RESPECT TO THE LAND OR PROPERTY, AND THAT, IN FACT, NO SUCH REPRESENTATIONS WERE MADE EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR IN ANY OTHER CLOSING DOCUMENTS; and c. FURTHER AND WITHOUT IN ANY WAY LIMITING ANY OTHER PROVISION OF THIS AGREEMENT, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN OR IN THE CLOSING DOCUMENTS SELLER MAKES NO WARRANTY WITH RESPECT TO THE PRESENCE ON OR BENEATH THE REAL PROPERTY (OR ANY PARCEL IN PROXIMITY THERETO) OF HAZARDOUS MATERIALS. BY ACCEPTANCE OF THIS AGREEMENT AND THE DEED, PURCHASER ACKNOWLEDGES THAT PURCHASER'S OPPORTUNITY FOR INSPECTION AND INVESTIGATION OF SUCH REAL PROPERTY (AND OTHER PARCELS IN PROXIMITY THERETO) HAS BEEN ADEQUATE TO ENABLE PURCHASER TO MAKE PURCHASER'S OWN DETERMINATION WITH RESPECT TO THE PRESENCE ON OR BENEATH THE REAL PROPERTY (AND OTHER PARCELS IN PROXIMITY THERETO) OF SUCH HAZARDOUS MATERIALS. FURTHERMORE, PURCHASER'S CLOSING HEREUNDER SHALL BE DEEMED TO CONSTITUTE AN EXPRESS WAIVER OF PURCHASER'S AND ITS SUCCESSORS' AND ASSIGNS' RIGHTS TO SUE SELLER AND OF PURCHASER'S RIGHT TO CAUSE SELLER TO BE JOINED IN AN ACTION BROUGHT UNDER ANY FEDERAL, STATE OR LOCAL LAW, RULE, ACT, OR REGULATION NOW EXISTING OR HEREAFTER ENACTED OR AMENDED WHICH PROHIBITS OR REGULATES THE USE, HANDLING, STORAGE, TRANSPORTATION OR DISPOSAL OF HAZARDOUS MATERIALS OR WHICH REQUIRES REMOVAL OR REMEDIAL ACTION WITH RESPECT TO SUCH HAZARDOUS MATERIALS, SPECIFICALLY INCLUDING BUT NOT LIMITED TO FEDERAL "CERCLA", "RCRA", AND "XXXX" ACTS.

Condition of the Property. If this Contract is not terminated Buyer agrees and acknowledges that: (a) Seller hereby disclaims any warranty or representation, Purchaser shall be deemed to have acknowledged that Seller has provided Purchaser sufficient opportunity to make such independent factualexpress or implied, physical and legal examinations and inquiries as Purchaser deems necessary and desirable with respect to the Property and or any aspect, portion or component of the transaction contemplated by this Contract and that Purchaser has approved the Property in all respects. The following provisions shall thereupon be applicable and shall survive the Closing or termination of this Contract: a. Purchaser does hereby acknowledgeProperty, representincluding, warrant and agree to and with Seller that, except as otherwise expressly provided in this Contract or in any documents executed in connection with the Closing (collectively, the “Closing Documents”): but not limited to: (i) Purchaser is expressly purchasing the Property in its existing condition "AS IScondition, WHERE ISnature or quality of the Property, AND WITH ALL FAULTS" with respect to all factsincluding, circumstancesbut not limited to, conditions and defectsthe quality of soils on or under the Property; (ii) Seller has no obligation to inspect for, repair or correct the fitness of the Property for any such facts, circumstances, conditions or defects or to compensate Purchaser for sameparticular use; (iii) Seller has specifically bargained for the assumption by Purchaser presence or suspected presence of all responsibility to inspect and investigate hazardous materials on, in, under or about the Property and of all risk of adverse conditions and has structured the Purchase Price and other terms of this Contract in consideration thereofProperty; (iv) Purchaser is and will the financial benefits, income, expenses, profits or losses to be relying strictly and solely upon inspections and examinations it is performing achieved, derived or having performed and incurred as a result of the advice and counsel ownership, operation, leasing, renovating, or management of its own consultants, agents, legal counsel and officers and at Closing Purchaser will be fully satisfied that the Purchase Price is fair and adequate consideration for the Property; or (v) existing or proposed governmental laws or regulations applicable to the Property, or the further development or changing use thereof, including environmental laws and laws or regulations relating to zoning, land use, or buildings, or the existence of any approvals or authorizations of any kind or nature of or from any governmental authority. Seller is not making and has not made also hereby disclaims any warranty or representation representation, express or implied, with respect to any materials surveys, reports, studies, or other data provided by Seller to Purchaser (whether prepared by or for the Seller or others) or the education, skills, competence or diligence of the preparers thereof or the physical condition or any other aspect of all or any part of the Property as an inducement to Purchaser to enter into this Contract and thereafter to purchase the Property or for any other purpose; and (vi) by reason of all the foregoing, Purchaser assumes the full risk of any loss or damage occasioned by any fact, circumstance, condition or defect pertaining to the Property. Without limiting the generality of any of the foregoing, Purchaser specifically acknowledges that Seller does not represent or in any way warrant the accuracy of any marketing information or pamphlets listing or describing the Property or the informationdocuments, if any, provided pertaining to the Property delivered by Seller to PurchaserBuyer. Seller hereby disclaims any and all warranties, express or implied, as to title and further disclaims the warranties of merchantability, habitability and fitness for a particular purposes (b) In entering into this Contract, Buyer has not relied on any representation, statement, or warranty of Seller, or anyone acting for or on behalf of Seller, and all matters concerning the Property have been or will be independently verified by Buyer. If Buyer purchases the Property, Buyer agrees that it shall have relied entirely on its own investigation, examination and inspection of the Property and all matters pertaining thereto; and b. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN OR IN THE CLOSING DOCUMENTS, SELLER HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND OR NATURE WHATSOEVER (INCLUDING WARRANTIES OF HABITABILITY AND FITNESS FOR PARTICULAR PURPOSES), WHETHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO WARRANTIES WITH RESPECT TO: THE PROPERTY OR ITS CONSTRUCTION; DEFECTS CAUSED BY ACTS OF THE ORIGINAL SELLER, DEVELOPER, OR BUILDER OF THE PROPERTY, OR ANY SUPPLIER, CONTRACTOR, SUBCONTRACTOR, OR MATERIALMAN; DEFECTS PERTAINING TO STRUCTURAL ELEMENTS, SYSTEMS, EQUIPMENT, APPLIANCES, UTILITIES, OR FIXTURES RELATED TO THE PROPERTY; TAX LIABILITIES; ZONING; LAND VALUE; AVAILABILITY OF ACCESS OR UTILITIES; INGRESS OR EGRESS; GOVERNMENTAL APPROVALS; OR THE SOIL CONDITIONS OF THE REAL PROPERTY, REGARDLESS OF WHETHER SUCH CONDITIONS CURRENTLY EXIST OR EMERGE OVER TIME. PURCHASER FURTHER ACKNOWLEDGES THAT PURCHASER IS BUYING THE PROPERTY "Buyer is purchasing the Property “AS IS" AND IN ” “WHERE IS” “WITH ALL ITS PRESENT CONDITION AND THAT EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT OR IN ANY OTHER CLOSING DOCUMENTS, PURCHASER IS NOT RELYING UPON ANY REPRESENTATION OF ANY KIND OR NATURE MADE BY SELLER, OR ANY OF ITS EMPLOYEES OR AGENTS OF SELLER WITH RESPECT TO THE LAND OR PROPERTY, AND THAT, IN FACT, NO SUCH REPRESENTATIONS WERE MADE EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR IN ANY OTHER CLOSING DOCUMENTS; and c. FURTHER AND WITHOUT IN ANY WAY LIMITING ANY OTHER PROVISION OF THIS AGREEMENT, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN OR IN THE CLOSING DOCUMENTS SELLER MAKES NO WARRANTY WITH RESPECT TO THE PRESENCE ON OR BENEATH THE REAL PROPERTY (OR ANY PARCEL IN PROXIMITY THERETO) OF HAZARDOUS MATERIALS. BY ACCEPTANCE OF THIS AGREEMENT AND THE DEED, PURCHASER ACKNOWLEDGES THAT PURCHASER'S OPPORTUNITY FOR INSPECTION AND INVESTIGATION OF SUCH REAL PROPERTY (AND OTHER PARCELS IN PROXIMITY THERETO) HAS BEEN ADEQUATE TO ENABLE PURCHASER TO MAKE PURCHASER'S OWN DETERMINATION WITH RESPECT TO THE PRESENCE ON OR BENEATH THE REAL PROPERTY (AND OTHER PARCELS IN PROXIMITY THERETO) OF SUCH HAZARDOUS MATERIALS. FURTHERMORE, PURCHASER'S CLOSING HEREUNDER SHALL BE DEEMED TO CONSTITUTE AN EXPRESS WAIVER OF PURCHASER'S AND ITS SUCCESSORS' AND ASSIGNS' RIGHTS TO SUE SELLER AND OF PURCHASER'S RIGHT TO CAUSE SELLER TO BE JOINED IN AN ACTION BROUGHT UNDER ANY FEDERAL, STATE OR LOCAL LAW, RULE, ACT, OR REGULATION NOW EXISTING OR HEREAFTER ENACTED OR AMENDED WHICH PROHIBITS OR REGULATES THE USE, HANDLING, STORAGE, TRANSPORTATION OR DISPOSAL OF HAZARDOUS MATERIALS OR WHICH REQUIRES REMOVAL OR REMEDIAL ACTION WITH RESPECT TO SUCH HAZARDOUS MATERIALS, SPECIFICALLY INCLUDING BUT NOT LIMITED TO FEDERAL "CERCLA", "RCRA", AND "XXXX" ACTSFAULTS” in its condition on the Closing Date.

Condition of the Property. If this Contract 6.1 Buyer acknowledges and agrees that neither Seller nor any agent or representatives of Seller have made, and Seller is not terminated liable or responsible for or bound in any manner by any express or implied representations, Purchaser warranties, covenants, agreements, obligations, guarantees, statements, information or inducements pertaining to the Condition of the Property (as hereinafter defined) or any part thereof. Buyer acknowledges, agrees, represents and warrants that it has had, and/or shall have had, the opportunity and has in fact, and/or shall have in fact, inspected the Property and all matters respecting the Property and is and/or shall be deemed fully cognizant of the Condition of the Property and that it has had, and/or shall have had, access to information and data relating to all of same as Buyer has considered necessary, prudent, appropriate or desirable for the purposes of this transaction and that Buyer and its agents and representatives have, and/or shall have acknowledged had, independently inspected, examined, analyzed and appraised all of same. Buyer acknowledges that Seller has provided Purchaser sufficient opportunity Buyer is and/or will be fully familiar with the Property and Buyer agrees to make accept the Property “AS IS”, with all faults, in its current condition, subject to reasonable wear and tear. Buyer shall be responsible at its sole cost and expense to obtain and satisfy all required governmental or regulatory inspection, certificate or other such independent factualtransfer requirements prior to Closing. As used herein, “Condition of the Property” shall mean the title and physical condition thereof, including all environmental matters, the quantity, character, fitness and legal examinations quality thereof, merchantability, fitness for particular purpose, the income, expenses or operation thereof, the value and inquiries profitability thereof, the uses which can be made thereof, title to the Property (subject, however to Article 4.1), the structural and mechanical condition of the Property, the buildings, structures and improvements situate thereon, the plumbing, heating, electric and ventilating systems (if any) serving the Property and any other matter or thing whatsoever with respect thereto. In addition to, and without limiting the foregoing, Buyer further acknowledges and agrees that the Property is conveyed in its “as Purchaser deems necessary and desirable is” condition with respect to environmental matters, and Buyer hereby assumes the Property and the transaction contemplated by this Contract and risk that Purchaser has approved the Property in all respects. The following provisions shall thereupon adverse past, present or future conditions may not be applicable and shall survive the Closing or termination of this Contract: a. Purchaser does hereby acknowledge, represent, warrant and agree to and with Seller that, except as otherwise expressly provided in this Contract or in any documents executed in connection with the Closing (collectively, the “Closing Documents”): (i) Purchaser is expressly purchasing the Property revealed in its existing condition "AS IS, WHERE IS, AND WITH ALL FAULTS" with respect to all facts, circumstances, conditions and defects; (ii) Seller has no obligation to inspect for, repair inspection or correct any such facts, circumstances, conditions or defects or to compensate Purchaser for same; (iii) Seller has specifically bargained for the assumption by Purchaser of all responsibility to inspect and investigate the Property and of all risk of adverse conditions and has structured the Purchase Price and other terms of this Contract in consideration thereof; (iv) Purchaser is and will be relying strictly and solely upon inspections and examinations it is performing or having performed and the advice and counsel of its own consultants, agents, legal counsel and officers and at Closing Purchaser will be fully satisfied that the Purchase Price is fair and adequate consideration for the Property; (v) Seller is not making and has not made any warranty or representation with respect to any materials or other data provided by Seller to Purchaser (whether prepared by or for the Seller or others) or the education, skills, competence or diligence of the preparers thereof or the physical condition or any other aspect of all or any part of the Property as an inducement to Purchaser to enter into this Contract and thereafter to purchase the Property or for any other purpose; and (vi) by reason of all the foregoing, Purchaser assumes the full risk of any loss or damage occasioned by any fact, circumstance, condition or defect pertaining to the Property. Without limiting the generality of any of the foregoing, Purchaser specifically acknowledges that Seller does not represent or in any way warrant the accuracy of any marketing information or pamphlets listing or describing the Property or the information, if any, provided by Seller to Purchaser; and b. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN OR IN THE CLOSING DOCUMENTS, SELLER HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND OR NATURE WHATSOEVER (INCLUDING WARRANTIES OF HABITABILITY AND FITNESS FOR PARTICULAR PURPOSES), WHETHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO WARRANTIES WITH RESPECT TO: THE PROPERTY OR ITS CONSTRUCTION; DEFECTS CAUSED BY ACTS OF THE ORIGINAL SELLER, DEVELOPER, OR BUILDER OF THE PROPERTY, OR ANY SUPPLIER, CONTRACTOR, SUBCONTRACTOR, OR MATERIALMAN; DEFECTS PERTAINING TO STRUCTURAL ELEMENTS, SYSTEMS, EQUIPMENT, APPLIANCES, UTILITIES, OR FIXTURES RELATED TO THE PROPERTY; TAX LIABILITIES; ZONING; LAND VALUE; AVAILABILITY OF ACCESS OR UTILITIES; INGRESS OR EGRESS; GOVERNMENTAL APPROVALS; OR THE SOIL CONDITIONS OF THE REAL PROPERTY, REGARDLESS OF WHETHER SUCH CONDITIONS CURRENTLY EXIST OR EMERGE OVER TIME. PURCHASER FURTHER ACKNOWLEDGES THAT PURCHASER IS BUYING THE PROPERTY "AS IS" AND IN ITS PRESENT CONDITION AND THAT EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT OR IN ANY OTHER CLOSING DOCUMENTS, PURCHASER IS NOT RELYING UPON ANY REPRESENTATION OF ANY KIND OR NATURE MADE BY SELLER, OR ANY OF ITS EMPLOYEES OR AGENTS OF SELLER WITH RESPECT TO THE LAND OR PROPERTY, AND THAT, IN FACT, NO SUCH REPRESENTATIONS WERE MADE EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR IN ANY OTHER CLOSING DOCUMENTS; and c. FURTHER AND WITHOUT IN ANY WAY LIMITING ANY OTHER PROVISION OF THIS AGREEMENT, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN OR IN THE CLOSING DOCUMENTS SELLER MAKES NO WARRANTY WITH RESPECT TO THE PRESENCE ON OR BENEATH THE REAL PROPERTY (OR ANY PARCEL IN PROXIMITY THERETO) OF HAZARDOUS MATERIALS. BY ACCEPTANCE OF THIS AGREEMENT AND THE DEED, PURCHASER ACKNOWLEDGES THAT PURCHASER'S OPPORTUNITY FOR INSPECTION AND INVESTIGATION OF SUCH REAL PROPERTY (AND OTHER PARCELS IN PROXIMITY THERETO) HAS BEEN ADEQUATE TO ENABLE PURCHASER TO MAKE PURCHASER'S OWN DETERMINATION WITH RESPECT TO THE PRESENCE ON OR BENEATH THE REAL PROPERTY (AND OTHER PARCELS IN PROXIMITY THERETO) OF SUCH HAZARDOUS MATERIALS. FURTHERMORE, PURCHASER'S CLOSING HEREUNDER SHALL BE DEEMED TO CONSTITUTE AN EXPRESS WAIVER OF PURCHASER'S AND ITS SUCCESSORS' AND ASSIGNS' RIGHTS TO SUE SELLER AND OF PURCHASER'S RIGHT TO CAUSE SELLER TO BE JOINED IN AN ACTION BROUGHT UNDER ANY FEDERAL, STATE OR LOCAL LAW, RULE, ACT, OR REGULATION NOW EXISTING OR HEREAFTER ENACTED OR AMENDED WHICH PROHIBITS OR REGULATES THE USE, HANDLING, STORAGE, TRANSPORTATION OR DISPOSAL OF HAZARDOUS MATERIALS OR WHICH REQUIRES REMOVAL OR REMEDIAL ACTION WITH RESPECT TO SUCH HAZARDOUS MATERIALS, SPECIFICALLY INCLUDING BUT NOT LIMITED TO FEDERAL "CERCLA", "RCRA", AND "XXXX" ACTSinvestigation.

Condition of the Property. If this Contract is not terminated , (a) Purchaser shall be deemed to have acknowledged and Seller mutually acknowledge and agree that Seller has provided Purchaser sufficient opportunity to make such independent factual, physical and legal examinations and inquiries as Purchaser deems necessary and desirable with respect to the Property and the transaction contemplated by this Contract and that Purchaser has approved the Property is being sold in all respects. The following provisions shall thereupon be applicable and shall survive the Closing or termination of this Contract: a. Purchaser does hereby acknowledge, represent, warrant and agree to and with Seller that, except as otherwise expressly provided in this Contract or in any documents executed in connection with the Closing (collectively, the an “Closing Documents”): (i) Purchaser is expressly purchasing the Property in its existing condition "AS IS, WHERE IS, AND ” condition and “WITH ALL FAULTS" with respect to all facts,” known or unknown, circumstances, conditions and defects; (ii) Seller contingent or existing. Purchaser has no obligation the sole responsibility fully to inspect forthe Property, repair to investigate all matters relevant thereto, including, without limitation, the condition of the Property, and to reach its own, independent evaluation of any risks (environmental or correct any such factsotherwise) or rewards associated with the ownership, circumstancesleasing, conditions or defects or to compensate management and operation of the Property. Effective as of the Closing and except as expressly set forth in this Agreement, Purchaser for same; (iii) hereby waives and releases Seller has specifically bargained for the assumption by Purchaser of all responsibility to inspect and investigate the Property and of all risk of adverse conditions and has structured the Purchase Price and other terms of this Contract in consideration thereof; (iv) Purchaser is and will be relying strictly and solely upon inspections and examinations it is performing or having performed and the advice and counsel of its own consultantsofficers, directors, shareholders, partners, agents, legal counsel affiliates, employees and officers successors and at Closing Purchaser will be fully satisfied that the Purchase Price is fair assigns from and adequate consideration for against any and all claims, obligations and liabilities arising out of or in connection with the Property; . (vb) Except as set forth herein, to the fullest extent permitted by law, Purchaser does hereby unconditionally waive and release Seller is not making and has not made its officers, directors, shareholders, partners, agents, affiliates and employees from any warranty present or representation with respect future claims and liabilities of any nature arising from or relating to any materials the presence or other data provided by Seller to Purchaser (whether prepared by alleged presence of Hazardous Substances in, on, at, from, under or for the Seller or others) or the education, skills, competence or diligence of the preparers thereof or the physical condition or any other aspect of all or any part of the Property as an inducement to Purchaser to enter into this Contract and thereafter to purchase about the Property or for any other purpose; and (vi) by reason of all the foregoingadjacent property, Purchaser assumes the full risk including, without limitation, any claims under or on account of any loss Environmental Law, regardless of whether such Hazardous Substances are located in, on, at, from, under or damage occasioned by any fact, circumstance, condition or defect pertaining to the Property. Without limiting the generality of any of the foregoing, Purchaser specifically acknowledges that Seller does not represent or in any way warrant the accuracy of any marketing information or pamphlets listing or describing about the Property or any adjacent property prior to or after the informationdate hereof (collectively, if any“Environmental Liabilities”); provided, provided however, that the foregoing release as it applies to Seller, its officers, directors, shareholders, partners, agents, affiliates and employees, shall not release Seller from any Environmental Liabilities of Seller relating to any Hazardous Substances which may be placed, located or released on the Property by Seller to Purchaser; and b. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN OR IN THE CLOSING DOCUMENTS, SELLER HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND OR NATURE WHATSOEVER (INCLUDING WARRANTIES OF HABITABILITY AND FITNESS FOR PARTICULAR PURPOSES), WHETHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO WARRANTIES WITH RESPECT TO: THE PROPERTY OR ITS CONSTRUCTION; DEFECTS CAUSED BY ACTS OF THE ORIGINAL SELLER, DEVELOPER, OR BUILDER OF THE PROPERTY, OR ANY SUPPLIER, CONTRACTOR, SUBCONTRACTOR, OR MATERIALMAN; DEFECTS PERTAINING TO STRUCTURAL ELEMENTS, SYSTEMS, EQUIPMENT, APPLIANCES, UTILITIES, OR FIXTURES RELATED TO THE PROPERTY; TAX LIABILITIES; ZONING; LAND VALUE; AVAILABILITY OF ACCESS OR UTILITIES; INGRESS OR EGRESS; GOVERNMENTAL APPROVALS; OR THE SOIL CONDITIONS OF THE REAL PROPERTY, REGARDLESS OF WHETHER SUCH CONDITIONS CURRENTLY EXIST OR EMERGE OVER TIMEafter the date of Closing. PURCHASER FURTHER ACKNOWLEDGES THAT PURCHASER IS BUYING THE PROPERTY "AS IS" AND IN ITS PRESENT CONDITION AND THAT EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT OR IN ANY OTHER CLOSING DOCUMENTS, PURCHASER IS NOT RELYING UPON ANY REPRESENTATION OF ANY KIND OR NATURE MADE BY SELLER, OR ANY OF ITS EMPLOYEES OR AGENTS OF SELLER WITH RESPECT TO THE LAND OR PROPERTY, AND THAT, IN FACT, NO SUCH REPRESENTATIONS WERE MADE EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR IN ANY OTHER CLOSING DOCUMENTS; and c. FURTHER AND WITHOUT IN ANY WAY LIMITING ANY OTHER PROVISION OF THIS AGREEMENT, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN OR IN THE CLOSING DOCUMENTS SELLER MAKES NO WARRANTY WITH RESPECT TO THE PRESENCE ON OR BENEATH THE REAL PROPERTY (OR ANY PARCEL IN PROXIMITY THERETO) OF HAZARDOUS MATERIALS. BY ACCEPTANCE OF THIS AGREEMENT AND THE DEED, PURCHASER ACKNOWLEDGES THAT PURCHASER'S OPPORTUNITY FOR INSPECTION AND INVESTIGATION OF SUCH REAL PROPERTY (AND OTHER PARCELS IN PROXIMITY THERETO) HAS BEEN ADEQUATE TO ENABLE PURCHASER TO MAKE PURCHASER'S OWN DETERMINATION WITH RESPECT TO THE PRESENCE ON OR BENEATH THE REAL PROPERTY (AND OTHER PARCELS IN PROXIMITY THERETO) OF SUCH HAZARDOUS MATERIALS. FURTHERMORE, PURCHASER'S CLOSING HEREUNDER SHALL BE DEEMED TO CONSTITUTE AN EXPRESS WAIVER OF PURCHASER'S AND ITS SUCCESSORS' AND ASSIGNS' RIGHTS TO SUE SELLER AND OF PURCHASER'S RIGHT TO CAUSE SELLER TO BE JOINED IN AN ACTION BROUGHT UNDER ANY FEDERAL, STATE OR LOCAL LAW, RULE, ACT, OR REGULATION NOW EXISTING OR HEREAFTER ENACTED OR AMENDED WHICH PROHIBITS OR REGULATES THE USE, HANDLING, STORAGE, TRANSPORTATION OR DISPOSAL OF HAZARDOUS MATERIALS OR WHICH REQUIRES REMOVAL OR REMEDIAL ACTION WITH RESPECT TO SUCH HAZARDOUS MATERIALS, SPECIFICALLY INCLUDING BUT NOT LIMITED TO FEDERAL "CERCLA", "RCRA", AND "XXXX" ACTSThe terms and provisions of this Section 2.3 shall survive the Closing.

Condition of the Property. If this Contract is not terminated , Purchaser The Property shall be deemed conveyed from the Seller to have acknowledged the Purchaser on an “AS IS” condition and basis with all faults and the Purchaser agrees that the Seller has provided Purchaser sufficient opportunity no obligation to make such independent factualmodifications, physical replacements or improvements thereto. Except as expressly and legal examinations and inquiries as Purchaser deems necessary and desirable with respect to the Property and the transaction contemplated by this Contract and that Purchaser has approved the Property in all respects. The following provisions shall thereupon be applicable and shall survive the Closing or termination of this Contract: a. Purchaser does hereby acknowledge, represent, warrant and agree to and with Seller that, except as otherwise expressly specifically provided in this Contract Agreement, the Purchaser and anyone claiming by, through or in any documents executed in connection with under the Closing Purchaser hereby waives its right to recover from and fully and irrevocably releases the Seller, the City and the Oversight Board, and their respective officers, directors, employees, representatives, agents, advisors, servants, attorneys, successors and assigns, and all persons, firms, corporations and organizations acting on the Seller’s, the City’s or Oversight Board’s behalf (collectively, the “Closing DocumentsReleased Parties”): (i) from any and all claims, responsibility and/or liability that the Purchaser may now have or hereafter acquire against any of the Released Parties for any costs, loss, liability, damage, expenses, demand, action or cause of action arising from or related to the matters pertaining to the Property described in this Section 2.8. This release includes claims of which the Purchaser is expressly purchasing presently unaware or which the Purchaser does not presently suspect to exist which, if known by the Purchaser, would materially affect the Purchaser’s release of the Released Parties. If the Property is not in a condition suitable for the intended use or uses, then it is the sole responsibility and obligation of the Purchaser to take such action as may be necessary to place the Property in its existing a condition "AS IS, WHERE IS, AND WITH ALL FAULTS" with respect suitable for Purchaser’s intended use or uses. Except as otherwise expressly and specifically provided in this Agreement and Attachment B to all facts, circumstances, conditions and defects; (ii) Seller has no obligation to inspect for, repair or correct any such facts, circumstances, conditions or defects or to compensate Purchaser for same; (iii) Seller has specifically bargained for the assumption by Purchaser of all responsibility to inspect and investigate the Property and of all risk of adverse conditions and has structured the Purchase Price and other terms of this Contract in consideration thereof; (iv) Purchaser is and will be relying strictly and solely upon inspections and examinations it is performing or having performed and the advice and counsel of its own consultants, agents, legal counsel and officers and at Closing Purchaser will be fully satisfied that the Purchase Price is fair and adequate consideration for the Property; (v) Seller is not making and has not made any warranty or representation with respect to any materials or other data provided by Seller to Purchaser (whether prepared by or for the Seller or others) or the education, skills, competence or diligence of the preparers thereof or the physical condition or any other aspect of all or any part of the Property as an inducement to Purchaser to enter into this Contract and thereafter to purchase the Property or for any other purpose; and (vi) by reason of all the foregoing, Purchaser assumes the full risk of any loss or damage occasioned by any fact, circumstance, condition or defect pertaining to the Property. Without limiting the generality of any of the foregoing, Purchaser specifically acknowledges that Seller does not represent or in any way warrant the accuracy of any marketing information or pamphlets listing or describing the Property or the information, if any, provided by Seller to Purchaser; and b. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN OR IN THE CLOSING DOCUMENTS, SELLER HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND OR NATURE WHATSOEVER (INCLUDING WARRANTIES OF HABITABILITY AND FITNESS FOR PARTICULAR PURPOSES), WHETHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO WARRANTIES WITH RESPECT TO: THE PROPERTY OR ITS CONSTRUCTION; DEFECTS CAUSED BY ACTS OF THE ORIGINAL SELLER, DEVELOPER, OR BUILDER OF THE PROPERTY, OR ANY SUPPLIER, CONTRACTOR, SUBCONTRACTOR, OR MATERIALMAN; DEFECTS PERTAINING TO STRUCTURAL ELEMENTS, SYSTEMS, EQUIPMENT, APPLIANCES, UTILITIES, OR FIXTURES RELATED TO THE PROPERTY; TAX LIABILITIES; ZONING; LAND VALUE; AVAILABILITY OF ACCESS OR UTILITIES; INGRESS OR EGRESS; GOVERNMENTAL APPROVALS; OR THE SOIL CONDITIONS OF THE REAL PROPERTY, REGARDLESS OF WHETHER SUCH CONDITIONS CURRENTLY EXIST OR EMERGE OVER TIME. PURCHASER FURTHER ACKNOWLEDGES THAT PURCHASER IS BUYING THE PROPERTY "AS IS" AND IN ITS PRESENT CONDITION AND THAT EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT OR IN ANY OTHER CLOSING DOCUMENTS, PURCHASER IS NOT RELYING UPON ANY REPRESENTATION OF ANY KIND OR NATURE MADE BY SELLER, OR ANY OF ITS EMPLOYEES OR AGENTS OF SELLER WITH RESPECT TO THE LAND OR PROPERTY, AND THAT, IN FACT, NO SUCH REPRESENTATIONS WERE MADE EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR IN ANY OTHER CLOSING DOCUMENTS; and c. FURTHER AND WITHOUT IN ANY WAY LIMITING ANY OTHER PROVISION OF THIS AGREEMENT, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN OR IN THE CLOSING DOCUMENTS SELLER MAKES NO WARRANTY WITH RESPECT TO THE PRESENCE ON OR BENEATH THE REAL PROPERTY (OR ANY PARCEL IN PROXIMITY THERETO) OF HAZARDOUS MATERIALS. BY ACCEPTANCE OF THIS AGREEMENT AND THE DEED, PURCHASER ACKNOWLEDGES THAT PURCHASER'S OPPORTUNITY FOR INSPECTION AND INVESTIGATION OF SUCH REAL PROPERTY (AND OTHER PARCELS IN PROXIMITY THERETO) HAS BEEN ADEQUATE TO ENABLE PURCHASER TO MAKE PURCHASER'S OWN DETERMINATION WITH RESPECT TO THE PRESENCE ON OR BENEATH THE REAL PROPERTY (AND OTHER PARCELS IN PROXIMITY THERETO) OF SUCH HAZARDOUS MATERIALS. FURTHERMORE, PURCHASER'S CLOSING HEREUNDER SHALL BE DEEMED TO CONSTITUTE AN EXPRESS WAIVER OF PURCHASER'S AND ITS SUCCESSORS' AND ASSIGNS' RIGHTS TO SUE SELLER AND OF PURCHASER'S RIGHT TO CAUSE SELLER TO BE JOINED IN AN ACTION BROUGHT UNDER ANY FEDERAL, STATE OR LOCAL LAW, RULE, ACT, OR REGULATION NOW EXISTING OR HEREAFTER ENACTED OR AMENDED WHICH PROHIBITS OR REGULATES THE USE, HANDLING, STORAGE, TRANSPORTATION OR DISPOSAL OF HAZARDOUS MATERIALS OR WHICH REQUIRES REMOVAL OR REMEDIAL ACTION WITH RESPECT TO SUCH HAZARDOUS MATERIALS, SPECIFICALLY INCLUDING BUT NOT LIMITED TO FEDERAL "CERCLA", "RCRA", AND "XXXX" ACTS.Resolution COB 19-02

Condition of the Property. If this Contract Agreement is not terminated pursuant to Section 3.2, then subject to Purchaser's right to terminate this Agreement due to any Purchaser shall be deemed Permitted Termination Event other than pursuant to have acknowledged that Seller has provided Purchaser sufficient opportunity to make such independent factualSection 3.2, physical and legal examinations and inquiries as Purchaser deems necessary and desirable with respect to the Property and the transaction contemplated by this Contract and that Purchaser has approved the Property in all respects. The following provisions shall thereupon will be applicable and shall will survive the Closing or termination of this ContractAgreement: a. (a) Purchaser does hereby acknowledgeacknowledges, representrepresents, warrant warrants and agree agrees to and with Seller that, except as otherwise expressly provided in this Contract Agreement or in any documents executed document delivered by Seller to Purchaser at Closing, including, without limitation, any and all obligations, representations, warranties and indemnities provided by Seller to Purchaser in connection with the this Agreement or in any document delivered by Seller to Purchaser at Closing (collectively, the “Closing Documents”"Seller's Representations"): (i) Purchaser is expressly purchasing the Property in its existing condition condition: "AS IS, WHERE IS, AND WITH ALL FAULTS" with respect to all facts, circumstances, conditions and defects; (ii) Seller has no obligation to inspect for, repair or correct any such facts, circumstances, conditions or defects or to compensate Purchaser for sameany such items; (iii) Seller has specifically bargained for the assumption by Purchaser of all responsibility to inspect and investigate the Property and of all risk of adverse conditions and has structured the Purchase Price and other terms of this Contract Agreement in consideration thereof; (iv) Purchaser has undertaken all inspections and investigations of the Property as Purchaser deems necessary or appropriate under the circumstances as to the condition of the Property and the suitability of the Property for Purchaser's intended use, and Purchaser is and will be relying strictly and solely upon on such inspections and examinations it is performing or having performed investigations and the advice and counsel of its own consultants, agents, legal counsel and officers and at Closing Purchaser is and will be fully satisfied that the Purchase Price is fair and adequate consideration for the Property; (v) Seller is not making and has not made any warranty or representation with respect to any of Seller's Deliveries or other materials or other data provided by Seller to Purchaser (whether prepared by or for the Seller or others) or the education, skills, competence or diligence of the preparers thereof or the physical condition or any other aspect of all or any part of the Property as an inducement to Purchaser to enter into this Contract Agreement and thereafter to purchase the Property or for any other purpose; and (vi) by reason of all the foregoing, Purchaser assumes the full risk of any loss or damage occasioned by any fact, circumstance, condition or defect pertaining pertaining, to the Property. Without limiting the generality of any of the foregoing, except with respect to Seller's Representations, Purchaser specifically acknowledges that Seller does not represent or in any way warrant the accuracy of any marketing information or pamphlets listing or describing the Property or the information, if any, any information provided by Seller to PurchaserPurchaser including without limitation any information contained in any of Seller's Deliveries; and b. (b) EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN OR IN THE CLOSING DOCUMENTSFOR SELLER'S REPRESENTATIONS, SELLER HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND OR NATURE WHATSOEVER (INCLUDING WARRANTIES OF HABITABILITY AND FITNESS FOR PARTICULAR PURPOSES), WHETHER EXPRESSED EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO WARRANTIES WITH RESPECT TO: THE PROPERTY OR ITS CONSTRUCTION; DEFECTS CAUSED BY ACTS OF THE ORIGINAL SELLER, DEVELOPER, OR BUILDER OF TO THE PROPERTY, OR ANY SUPPLIER, CONTRACTOR, SUBCONTRACTOR, OR MATERIALMAN; DEFECTS PERTAINING TO STRUCTURAL ELEMENTS, SYSTEMS, EQUIPMENT, APPLIANCES, UTILITIES, OR FIXTURES RELATED TO THE PROPERTY; TAX LIABILITIES; , ZONING; , LAND USE, LAND VALUE; , AVAILABILITY OF ACCESS OR UTILITIES; , INGRESS OR EGRESS; , GOVERNMENTAL APPROVALS; APPROVALS AND COMPLIANCES (INCLUDING COMPLIANCE WITH THE AMERICANS WITH DISABILITIES ACT (OR SIMILAR LEGISLATION) AND ANY STATE LAW REQUIREMENTS), OR THE SOIL CONDITIONS OF THE REAL PROPERTY, REGARDLESS OF WHETHER SUCH CONDITIONS CURRENTLY EXIST OR EMERGE OVER TIMELAND. PURCHASER FURTHER ACKNOWLEDGES THAT PURCHASER IS BUYING THE PROPERTY "AS IS" AND IN ITS PRESENT CONDITION AND THAT EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT OR IN ANY OTHER CLOSING DOCUMENTSFOR SELLER'S REPRESENTATIONS, PURCHASER IS NOT RELYING UPON ON ANY REPRESENTATION OR WARRANTY OF ANY KIND OR NATURE MADE BY SELLER, OR ANY OF ITS EMPLOYEES OR AGENTS OF OR THE SELLER GROUP WITH RESPECT RESPECT, TO THE LAND OR PROPERTY, AND THAT, IN FACT, NO SUCH REPRESENTATIONS OR WARRANTIES WERE MADE EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR IN ANY OTHER CLOSING DOCUMENTSFOR SELLER'S REPRESENTATIONS; andAND c. (c) FURTHER AND WITHOUT IN ANY WAY LIMITING ANY OTHER PROVISION OF THIS AGREEMENT, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN OR IN THE CLOSING DOCUMENTS FOR SELLER'S REPRESENTATIONS, SELLER MAKES NO WARRANTY WITH RESPECT TO THE PRESENCE IN, ON OR BENEATH THE REAL PROPERTY (OR ANY PARCEL IN PROXIMITY THERETO) OF HAZARDOUS MATERIALSMATERIALS OR SUBSTANCES WHICH ARE CATEGORIZED AS HAZARDOUS OR TOXIC UNDER ANY LOCAL, STATE OR FEDERAL LAW, STATUTE, ORDINANCE, RULE OR REGULATION PERTAINING TO ENVIRONMENTAL OR SUBSTANCE REGULATION, CONTAMINATION, CLEANUP OR DISCLOSURE. BY ACCEPTANCE OF THIS AGREEMENT AND THE DEED, PURCHASER ACKNOWLEDGES THAT PURCHASER'S OPPORTUNITY FOR INSPECTION AND INVESTIGATION OF SUCH THE REAL PROPERTY (AND OTHER PARCELS IN PROXIMITY THERETO) HAS ), ALONG WITH SELLER'S REPRESENTATIONS, HAVE BEEN ADEQUATE TO ENABLE PURCHASER TO MAKE PURCHASER'S OWN DETERMINATION WITH RESPECT TO THE PRESENCE IN, ON OR BENEATH THE REAL PROPERTY PROEPRTY (AND OTHER PARCELS IN PROXIMITY THERETO) OF SUCH ANY HAZARDOUS MATERIALSMATERIALS OR SUBSTANCES. FURTHERMORE, PURCHASER'S CLOSING HEREUNDER SHALL WILL BE DEEMED TO CONSTITUTE AN EXPRESS WAIVER WAIYER OF PURCHASER'S AND ITS SUCCESSORS' AND ASSIGNS' RIGHTS TO SUE SXX SELLER OR ANY MEMBER OF THE SELLER GROUP AND OF PURCHASERPURCHSASER'S RIGHT TO CAUSE JOIN SELLER TO BE JOINED OR ANY MEMBER OF THE SELLER GROUP IN AN ACTION BROUGHT UNDER ANY FEDERAL, STATE OR LOCAL LAW, RULE, ACT, OR REGULATION NOW EXISTING OR HEREAFTER ENACTED OR AMENDED WHICH PROHIBITS OR REGULATES THE USE, HANDLING, STORAGE, TRANSPORTATION OR DISPOSAL OF HAZARDOUS MATERIALS OR TOXIC SUBSTANCES OR WHICH REQUIRES REMOVAL OR REMEDIAL ACTION WITH RESPECT TO SUCH HAZARDOUS MATERIALSMATERIALS OR SUBSTANCES, SPECIFICALLY INCLUDING BUT NOT LIMITED TO FEDERAL "CERCLA", ," "RCRA", ," AND "XXXXSXXX" ACTS, UNLESS AND TO THE EXTENT SUCH MATTER IS THE SUBJECT OF SELLER'S REPRESENTATIOS. NOTWITHSTANDING THE FOREGOING OR ANY PROVISION HEREOF TO THE CONTRARY, THE ACKNOWLEDGEMENTS SET FORTH IN THIS SECTION 3.3 BY PURCHASER SHALL NOT APPLY TO ANY CLAIM WITH RESPECT TO ANY FRAUDULENT OR PROVEN INTENTIONAL MISREPRESENTATION BY SELLER. FURTHER, NOTWITHSTANDING ANYTHING IN THE FOREGOING TO THE CONTRARY: (A) PURCHASER SHALL HAVE THE RIGHT TO DEFEND GOVERNMENT AND THIRD-PARTY CLAIMS BY ALLEGING THAT SELLER (OR SOMEONE ACTING ON SELLER'S BEHALF), NOT PURCHASER, IS LIABLE FOR SUCH CLAIMS AND PURCHASER HAS NO OBLIGATION TO INDEMNIFY SELLER FOR GOVERNMENTAL OR 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 PROVISIONS SET FORTH IN SECTION 3.3 SHALL NOT APPLY TO THIRD-PARTY TORT CLAIMS RELATING TO THE PROPERTY AND OCCURRING DURING SELLER'S OWNERSHIP OF THE PROPERTY. ADDITIONALLY, SELLER AND PURCHASER HEREBY ACKNOWLEDGE AND AGREE THAT THE PROVISIONS SET FORTH IN THIS SECTION 3.3 ARE NOT INTENDED TO BE AND SHALL NOT BE CONSTRUED AS A WAIYER OF SIMILAR CLAIMS AGAINST ANY OF SELLER'S PREDECESSORS-IN-TITLE WITH RESPECT TO THE PROPERTY OR THE PROJECT ("PREDECESSORS'' ), OR ANY SUCH PREDECESSOR'S OFFICERS, MEMBERS, MANAGERS, DIRECTORS, PARTNERS, EMPLOYEES, AGENTS OR CONTRACTORS, OR ANY OTHER PERSON ACTING ON BEHALF OF ANY SUCH PREDECESSORS.

Condition of the Property. If this Contract is not terminated , Purchaser Possession of the Property shall be deemed delivered by Seller to Buyer at Closing. Buyer agrees to accept the Property at such time on an "as-is," "where is," and "with all faults" basis and condition. Seller shall have acknowledged no obligation to remediate or improve the Property, including but not limited to the environmental condition of the Property, or any existing improvements located thereon. Buyer expressly acknowledges and agrees that Seller has provided Purchaser sufficient not and does not make any representation, covenant, or warranty, express or implied, regarding the condition of the Property (including the environmental condition) (although Seller does make the representation and warranty regarding notices as contained in paragraph 21(c) below [the "Notice Representation"]) or the fitness of the Property for any intended or particular use, any and all such representations, covenants, and warranties, express or implied, being hereby expressly denied by Seller and waived by Buyer. Buyer represents and warrants that, prior to the Closing, but subject to the express terms and conditions hereof, Buyer shall have had the opportunity to make or cause to be made all such independent factualinvestigations, physical examinations, assessments, and legal examinations and inquiries as Purchaser deems necessary and desirable with respect to the Property and the transaction contemplated by this Contract and that Purchaser has approved the Property in all respects. The following provisions shall thereupon be applicable and shall survive the Closing or termination of this Contract: a. Purchaser does hereby acknowledge, represent, warrant and agree to and with Seller that, except as otherwise expressly provided in this Contract or in any documents executed in connection with the Closing (collectively, the “Closing Documents”): (i) Purchaser is expressly purchasing the Property in its existing condition "AS IS, WHERE IS, AND WITH ALL FAULTS" with respect to all facts, circumstances, conditions and defects; (ii) Seller has no obligation to inspect for, repair or correct any such facts, circumstances, conditions or defects or to compensate Purchaser for same; (iii) Seller has specifically bargained for the assumption by Purchaser of all responsibility to inspect and investigate the Property and of all risk of adverse conditions and has structured the Purchase Price and other terms of this Contract in consideration thereof; (iv) Purchaser is and will be relying strictly and solely upon inspections and examinations it is performing or having performed and the advice and counsel of its own consultants, agents, legal counsel and officers and at Closing Purchaser will be fully satisfied that the Purchase Price is fair and adequate consideration for the Property; (v) Seller is not making and has not made any warranty or representation with respect to any materials or other data provided by Seller to Purchaser (whether prepared by or for the Seller or others) or the education, skills, competence or diligence of the preparers thereof or the physical condition or any other aspect of all or any part audits of the Property as an inducement Buyer wishes to Purchaser make or have made, including without limitation the Investigations provided for in Paragraph 7 hereof, the review of title to enter into this Contract and thereafter to purchase the Property under Paragraph 4 hereof and the review and knowledge of any adverse matters disclosed by the Survey acquired pursuant to Paragraph 5 hereof. If Closing occurs, subject to the Notice Representation, Buyer assumes the risk that adverse physical characteristics and existing conditions may not have been or for any other purpose; and (vi) may not be revealed by reason of all the foregoing, Purchaser assumes and Buyer waives all claims, objections to, or complaints about physical characteristics and existing conditions of the full risk of any loss Property, including, without limitation, subsurface conditions and the potential for solid and hazardous wastes and substances, or damage occasioned by any facttoxic wastes and substances, circumstanceto be present in, condition on, under, or defect pertaining related to the Property. Without limiting Subject to the generality Notice Representation, Buyer agrees that, by acquiring title to the Property, Buyer thereby forever remises, releases, waives, and discharges all claims, causes of action, and demands against Seller, under any federal, state or local environmental laws, rules, regulations, ordinances, and orders (including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. section 9601 et seq or any state counterpart or equivalent), in law or in equity, which Buyer has or shall, can, or may have or acquire, including but not limited to cross-claims, (but excluding third-party claims, interpleader claims, and claims for contribution and indemnification), arising from or relating to any and all conditions of the foregoingProperty, Purchaser specifically acknowledges that Seller does including but not represent or in limited to the environmental condition of the Property. In any way warrant the accuracy of any marketing information or pamphlets listing or describing the Property or the informationaction by Buyer, if any, provided this Agreement may be pleaded by Seller to Purchaser; and b. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN OR IN THE CLOSING DOCUMENTS, SELLER HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND OR NATURE WHATSOEVER (INCLUDING WARRANTIES OF HABITABILITY AND FITNESS FOR PARTICULAR PURPOSES), WHETHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO WARRANTIES WITH RESPECT TO: THE PROPERTY OR ITS CONSTRUCTION; DEFECTS CAUSED BY ACTS OF THE ORIGINAL SELLER, DEVELOPER, OR BUILDER OF THE PROPERTY, OR ANY SUPPLIER, CONTRACTOR, SUBCONTRACTOR, OR MATERIALMAN; DEFECTS PERTAINING TO STRUCTURAL ELEMENTS, SYSTEMS, EQUIPMENT, APPLIANCES, UTILITIES, OR FIXTURES RELATED TO THE PROPERTY; TAX LIABILITIES; ZONING; LAND VALUE; AVAILABILITY OF ACCESS OR UTILITIES; INGRESS OR EGRESS; GOVERNMENTAL APPROVALS; OR THE SOIL CONDITIONS OF THE REAL PROPERTY, REGARDLESS OF WHETHER SUCH CONDITIONS CURRENTLY EXIST OR EMERGE OVER TIME. PURCHASER FURTHER ACKNOWLEDGES THAT PURCHASER IS BUYING THE PROPERTY "AS IS" AND IN ITS PRESENT CONDITION AND THAT EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT OR IN ANY OTHER CLOSING DOCUMENTS, PURCHASER IS NOT RELYING UPON ANY REPRESENTATION OF ANY KIND OR NATURE MADE BY SELLER, OR ANY OF ITS EMPLOYEES OR AGENTS OF SELLER WITH RESPECT TO THE LAND OR PROPERTY, AND THAT, IN FACT, NO SUCH REPRESENTATIONS WERE MADE EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR IN ANY OTHER CLOSING DOCUMENTS; and c. FURTHER AND WITHOUT IN ANY WAY LIMITING ANY OTHER PROVISION OF THIS AGREEMENT, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN OR IN THE CLOSING DOCUMENTS SELLER MAKES NO WARRANTY WITH RESPECT TO THE PRESENCE ON OR BENEATH THE REAL PROPERTY (OR ANY PARCEL IN PROXIMITY THERETO) OF HAZARDOUS MATERIALS. BY ACCEPTANCE OF THIS AGREEMENT AND THE DEED, PURCHASER ACKNOWLEDGES THAT PURCHASER'S OPPORTUNITY FOR INSPECTION AND INVESTIGATION OF SUCH REAL PROPERTY (AND OTHER PARCELS IN PROXIMITY THERETO) HAS BEEN ADEQUATE TO ENABLE PURCHASER TO MAKE PURCHASER'S OWN DETERMINATION WITH RESPECT TO THE PRESENCE ON OR BENEATH THE REAL PROPERTY (AND OTHER PARCELS IN PROXIMITY THERETO) OF SUCH HAZARDOUS MATERIALS. FURTHERMORE, PURCHASER'S CLOSING HEREUNDER SHALL BE DEEMED TO CONSTITUTE AN EXPRESS WAIVER OF PURCHASER'S AND ITS SUCCESSORS' AND ASSIGNS' RIGHTS TO SUE SELLER AND OF PURCHASER'S RIGHT TO CAUSE SELLER TO BE JOINED IN AN ACTION BROUGHT UNDER ANY FEDERAL, STATE OR LOCAL LAW, RULE, ACT, OR REGULATION NOW EXISTING OR HEREAFTER ENACTED OR AMENDED WHICH PROHIBITS OR REGULATES THE USE, HANDLING, STORAGE, TRANSPORTATION OR DISPOSAL OF HAZARDOUS MATERIALS OR WHICH REQUIRES REMOVAL OR REMEDIAL ACTION WITH RESPECT TO SUCH HAZARDOUS MATERIALS, SPECIFICALLY INCLUDING BUT NOT LIMITED TO FEDERAL "CERCLA", "RCRA", AND "XXXX" ACTSas a defense or by way of counterclaim or cross-complaint.