Common use of Purchaser’s Reliance on its Investigations Clause in Contracts

Purchaser’s Reliance on its Investigations. Purchaser acknowledges and agrees that (a) the Property is being sold, and Purchaser accepts possession of the Property on the date of Closing, “AS IS, WHERE IS, WITH ALL FAULTS,” with no right of setoff or reduction in the Purchase Price; (b) except for Seller’s representations and warranties in Paragraph 8.1 (“Seller’s Warranties”), neither Seller nor any Seller Related Party has or shall be deemed to have made any verbal or written representations, warranties, promises or guarantees (whether express, implied, statutory or otherwise) to Purchaser with respect to the Property, any matter set forth, contained or addressed in the documents delivered to Purchaser in connection with the Property (including, but not limited to, the accuracy and completeness thereof) or the results of Purchaser’s due diligence; and (c) Purchaser has confirmed independently all information that it considers material to its purchase of the Property or the transaction contemplated hereby. Purchaser specifically acknowledges that, except for Seller’s Warranties, Purchaser is not relying on (and Seller, for itself and on behalf of the Seller Related Parties, does hereby disclaim and renounce) any representations or warranties of any kind or nature whatsoever, whether oral or written, express, implied, statutory or otherwise, as to: (1) the operation of the Property or the income potential, uses, or the merchantability, habitability or fitness of any portion of the Property for a particular purpose; (2) the physical condition of the Property or the condition or safety of the Property or any component thereof, including, but not limited to, plumbing, sewer, heating, ventilating and electrical systems, roofing, air conditioning, foundations, soils and geology, including hazardous materials, lot size, or suitability of the Property or any component thereof for a particular purpose; (3) the presence or absence, location or scope of any hazardous materials in, at, about or under the Property; (4) whether the appliances, if any, plumbing or utilities are in working order; (5) the habitability or suitability for occupancy of any structure or the quality of its construction; (6) whether the improvements are structurally sound, in good condition, or in compliance with applicable laws; (7) the accuracy of any statements, calculations or conditions stated or set forth in Seller’s or the Seller Related Parties’ books and records concerning the Property or set forth in any offering materials with respect to the Property; (8) the dimensions of the Property or the accuracy of any floor plans, square footage, lease abstracts, sketches, or revenue or expense projections related to the Property; (9) the operating performance, the income and expenses of the Property or the economic status of the Property; (10) the ability of Purchaser to obtain any and all necessary governmental approvals or permits for Purchaser’s intended use and development of the Property; and (11) the leasing status of the Property or the intentions of any parties with respect to the negotiation and/or execution of any lease for any portion of the Property. Purchaser further acknowledges and agrees that, except for Seller’s Warranties, Seller is under no duty to make any affirmative disclosures or inquiry regarding any matter which may or may not be known to Seller or the Seller Related Parties, and Purchaser, for itself and for its successors and assigns, hereby specifically waives and releases Seller and each Seller Related Party from any such duty that otherwise might exist. Except for the Seller’s Warranties, Purchaser, for itself and its partners, members, shareholders, directors, officers, affiliates, agents, contractors, employees, and their respective successors and assigns (“Purchaser Related Parties”), hereby releases Seller and each Seller Related Party from, and waives all claims and liability against Seller and each Seller Related Party for or attributable to, the following: (a) any and all statements or opinions heretofore or hereafter made, or information furnished, by the Seller or Seller Related Parties to Purchaser or any of the Purchaser Related Parties; and (b) any and all losses, costs, claims, liabilities, expenses, demands or obligations of any kind or nature whatsoever attributable to the Property, whether arising or accruing before, on or after the date hereof and whether attributable to events or circumstances which have heretofore or may hereafter occur, including, without limitation, (i) all losses, costs, claims, liabilities, expenses, demands and obligations with respect to the structural, physical, or environmental condition of the Property; (ii) all losses, costs, claims, liabilities, expenses, demands and obligations relating to the release of or the presence, discovery or removal of any hazardous materials in, at, about or under the Property, or for, connected with or arising out of any and all claims or causes of action based upon CERCLA (Comprehensive Environmental Response, Compensation, and Liability Act of 1980, 42 U.S.C. §§9601 et seq., as amended by XXXX (Superfund Amendment and Reauthorization Act of 1986) and as may be further amended from time to time), the Resource Conservation and Recovery Act of 1976, 42 U.S.C. §§6901 et seq., or any related claims or causes of action or any other federal, state or municipal based statutory or regulatory causes of action for environmental contamination at, in, about or under the Property; and (iii) any tort claims made or brought with respect to the Property or the use or operation thereof. Purchaser’s Initials The provisions of this Paragraph 2.5 shall survive indefinitely the Closing or termination of this Agreement and shall not be merged into the closing documents.

Purchaser’s Reliance on its Investigations. Purchaser acknowledges To the maximum extent permitted by applicable law and agrees that (a) the Property is being sold, and Purchaser accepts possession of the Property on the date of Closing, “AS IS, WHERE IS, WITH ALL FAULTS,” with no right of setoff or reduction in the Purchase Price; (b) except for Seller’s representations and warranties in Paragraph 8.1 and the warranty of title in the deed delivered at the Closing (“Seller’s Warranties”), neither Seller nor this sale is made and will be made without representation, covenant, or warranty of any Seller Related Party has or shall be deemed to have made any verbal or written representations, warranties, promises or guarantees kind (whether express, implied, statutory or otherwise) to Purchaser with respect or, to the Propertymaximum extent permitted by applicable law, any matter set forthstatutory) by Seller. As a material part of the consideration for this Agreement, contained or addressed in the documents delivered Purchaser agrees to Purchaser in connection with accept the Property (includingon an “As is” and “Where is” basis, but not limited towith all faults and any and all latent and patent defects, the accuracy and completeness thereof) without any representation or the results warranty, all of Purchaser’s due diligence; and (c) Purchaser has confirmed independently all information that it considers material to its purchase of the Property or the transaction contemplated hereby. Purchaser specifically acknowledges thatwhich Seller hereby disclaims, except for Seller’s Warranties. Except for Seller’s Warranties, no warranty or representation is made by Seller as to (a) fitness for any particular purpose, (b) merchantability, (c) design, (d) quality, (e) condition, (f) operation or income, (g) compliance with drawings or specifications, (h) absence of defects, (i) absence of hazardous or toxic substances, (j) absence of faults, (k) flooding, or (l) compliance with laws and regulations including, without limitation, those relating to health, safety, and the environment. Purchaser is not acknowledges that Purchaser has entered into this Agreement with the intention of making and relying on (and Seller, for itself and on behalf upon its own investigation of the Seller Related Partiesphysical, does hereby disclaim environmental, economic use, compliance, and renounce) any representations or warranties of any kind or nature whatsoever, whether oral or written, express, implied, statutory or otherwise, as to: (1) the operation of the Property or the income potential, uses, or the merchantability, habitability or fitness of any portion of the Property for a particular purpose; (2) the physical legal condition of the Property and that Purchaser is not now relying, and will not later rely, upon any disclosures, representations or the condition warranties (whether express or safety of the Property implied) made by Seller or any component thereofanyone acting or claiming to act, includingby, but not limited to, plumbing, sewer, heating, ventilating and electrical systems, roofing, air conditioning, foundations, soils and geology, including hazardous materials, lot size, or suitability of the Property or any component thereof for a particular purpose; (3) the presence or absence, location or scope of any hazardous materials in, at, about through or under or on Seller’s behalf concerning the Property; (4) whether the appliances, if any, plumbing or utilities are in working order; (5) the habitability or suitability for occupancy of any structure or the quality of its construction; (6) whether the improvements are structurally sound, in good condition, or in compliance with applicable laws; (7) the accuracy of any statements, calculations or conditions stated or set forth in Seller’s or the Seller Related Parties’ books and records concerning the Property or set forth in any offering materials with respect to the Property; (8) the dimensions of the Property or the accuracy of any floor plans, square footage, lease abstracts, sketches, or revenue or expense projections related to the Property; (9) the operating performance, the income and expenses of the Property or the economic status of the Property; (10) the ability of Purchaser to obtain any and all necessary governmental approvals or permits for Purchaser’s intended use and development of the Property; and (11) the leasing status of the Property or the intentions of any parties with respect to the negotiation and/or execution of any lease for any portion of the Property. Purchaser further acknowledges and agrees that, except for Seller’s Warranties, Seller is under no duty . Consistent with the foregoing and subject solely to make any affirmative disclosures or inquiry regarding any matter which may or may not be known to Seller or the Seller Related Parties, and Purchaser, for itself and for its successors and assigns, hereby specifically waives and releases Seller and each Seller Related Party from any such duty that otherwise might exist. Except for the Seller’s Warranties, effective as of the Closing Date for the Property, Purchaser, for itself and its partnersagents, affiliates, successors and assigns, hereby releases and forever discharges, waives and exonerates Seller, Seller’s Affiliates, and the agents, affiliates, members, shareholders, directorspartners, officers, affiliatessubsidiaries, agents, contractors, employees, and their respective successors and assigns of each of them (collectively the “Purchaser Related PartiesReleasees”), hereby releases Seller and each Seller Related Party from, and waives all claims and liability against Seller and each Seller Related Party for or attributable to, the following: (a) from any and all statements or opinions heretofore or hereafter madeliabilities, or information furnishedobligations, by the Seller or Seller Related Parties to Purchaser or any of the Purchaser Related Parties; and (b) any and all losses, costsrights, claims, liabilitiescauses of action and demands at law or in equity, expenseswhether known or unknown at the time of this Agreement, demands which Purchaser has or obligations may have in the future, arising out of any kind the physical, environmental, economic or nature whatsoever attributable to legal condition of the Property, whether arising or accruing before, on or after the date hereof and whether attributable to events or circumstances which have heretofore or may hereafter occur, including, without limitation, all claims in tort or contract, all claims under a warranty of any kind (i) all losseswhether express, costsimplied, claimsor, liabilities, expenses, demands and obligations with respect to the structuralmaximum extent permitted by applicable law, physical, or environmental condition of the Property; (iistatutory) all losses, costs, claims, liabilities, expenses, demands and obligations relating to the release of or the presence, discovery or removal of any hazardous materials in, at, about or under the Property, or for, connected with or arising out of any and all claims for indemnification or causes of action based upon CERCLA (contribution arising under the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, (42 U.S.C. §§9601 Section 9601, et seq., as amended by XXXX (Superfund Amendment and Reauthorization Act of 1986) and as may be further amended from time to time), the Resource Conservation and Recovery Act of 1976, 42 U.S.C. §§6901 et seq., or any related claims or causes of action or any other all similar federal, state or municipal based statutory local statute, rule or regulatory causes of action for environmental contamination atregulation. Purchaser, inupon Closing, about or under shall be deemed to have waived, exonerated, relinquished and released Seller and all other Releasees from and against any and all matters affecting the Property; and (iii) any tort claims made or brought with respect to the Property or the use or operation thereof, other than Seller’s Warranties. Purchaser’s Initials The provisions of this Paragraph 2.5 shall survive indefinitely the Closing any closing or termination of this Agreement and shall not be merged into the closing documents.

Purchaser’s Reliance on its Investigations. Purchaser acknowledges To the maximum extent permitted by applicable law and agrees that (a) the Property is being sold, and Purchaser accepts possession of the Property on the date of Closing, “AS IS, WHERE IS, WITH ALL FAULTS,” with no right of setoff or reduction in the Purchase Price; (b) except for Seller’s representations and warranties in Paragraph Section 8.1 and the warranties of title in the deed delivered at the Closing (“Seller’s Warranties”), neither Seller nor this sale is made and will be made without representation, covenant, or warranty of any Seller Related Party has or shall be deemed to have made any verbal or written representations, warranties, promises or guarantees kind (whether express, implied, statutory or otherwise) to Purchaser with respect or, to the Propertymaximum extent permitted by applicable law, any matter set forthstatutory) by Seller. As a material part of the consideration for this Contract, contained or addressed in the documents delivered Purchaser agrees to Purchaser in connection with accept the Property (includingon an “As is” and “Where is” basis, but not limited towith all faults and any and all latent and patent defects, the accuracy and completeness thereof) without any representation or the results warranty, all of Purchaser’s due diligence; and (c) Purchaser has confirmed independently all information that it considers material to its purchase of the Property or the transaction contemplated hereby. Purchaser specifically acknowledges thatwhich Seller hereby disclaims, except for Seller’s Warranties. Except for Seller’s Warranties, Purchaser no warranty or representation is not relying on made by Seller as to (and Sellera) fitness for any particular purpose, for itself and on behalf (b) merchantability, (c) design, (d) quality, (e) condition, (f) operation or income, (g) compliance with drawings or specifications, (h) absence of the Seller Related Partiesdefects, does hereby disclaim and renounce(i) any representations absence of hazardous or warranties toxic substances, (j) absence of any kind faults, (k) flooding, or nature whatsoever, whether oral or written, express, implied, statutory or otherwise, as to: (1) compliance with laws and regulations including, without limitation, those relating to health, safety, and the operation environment. Purchaser acknowledges that Purchaser has entered into this Contract with the intention of making and relying upon its own investigation of the Property or the income potentialphysical, usesenvironmental, or the merchantabilityeconomic use, habitability or fitness of any portion of the Property for a particular purpose; (2) the physical compliance, and legal condition of the Property and that Purchaser is not now relying, and will not later rely, upon any representations and warranties made by Seller or the condition anyone acting or safety of the Property or any component thereofclaiming to act, includingby, but not limited to, plumbing, sewer, heating, ventilating and electrical systems, roofing, air conditioning, foundations, soils and geology, including hazardous materials, lot size, or suitability of the Property or any component thereof for a particular purpose; (3) the presence or absence, location or scope of any hazardous materials in, at, about through or under or on Seller’s behalf concerning the Property; (4) whether the appliances, if any, plumbing or utilities are in working order; (5) the habitability or suitability for occupancy of any structure or the quality of its construction; (6) whether the improvements are structurally sound, in good condition, or in compliance with applicable laws; (7) the accuracy of any statements, calculations or conditions stated or set forth in Seller’s or the Seller Related Parties’ books and records concerning the Property or set forth in any offering materials with respect to the Property; (8) the dimensions of the Property or the accuracy of any floor plans, square footage, lease abstracts, sketches, or revenue or expense projections related to the Property; (9) the operating performance, the income and expenses of the Property or the economic status of the Property; (10) the ability of Purchaser to obtain any and all necessary governmental approvals or permits for Purchaser’s intended use and development of the Property; and (11) the leasing status of the Property or the intentions of any parties with respect to the negotiation and/or execution of any lease for any portion of the Property. Purchaser further acknowledges and agrees that, except for Seller’s Warranties, Seller is under no duty . Consistent with the foregoing and subject solely to make any affirmative disclosures or inquiry regarding any matter which may or may not be known to Seller or the Seller Related Parties, and Purchaser, for itself and for its successors and assigns, hereby specifically waives and releases Seller and each Seller Related Party from any such duty that otherwise might exist. Except for the Seller’s Warranties, effective as of the Closing Date, Purchaser, for itself and its partners, members, shareholders, directors, officersagents, affiliates, successors and assigns, hereby releases and forever discharges Seller, its agents, contractorsaffiliates, employeessubsidiaries, and their respective successors and assigns (collectively the “Purchaser Related Partiesreleasees”), hereby releases Seller and each Seller Related Party from, and waives all claims and liability against Seller and each Seller Related Party for or attributable to, the following: (a) from any and all statements rights, claims and demands at law or opinions heretofore in equity, whether known or hereafter madeunknown at the time of this Contract, which Purchaser has or information furnishedmay have in the future, by the Seller or Seller Related Parties to Purchaser or any arising out of the Purchaser Related Parties; and (b) any and all lossesphysical, costsenvironmental, claims, liabilities, expenses, demands economic or obligations legal condition of any kind or nature whatsoever attributable to the Property, whether arising or accruing before, on or after the date hereof and whether attributable to events or circumstances which have heretofore or may hereafter occur, including, without limitation, (i) all losses, costs, claims, liabilities, expenses, demands claims in tort or contract and obligations with respect to the structural, physical, any claim for indemnification or environmental condition of the Property; (ii) all losses, costs, claims, liabilities, expenses, demands and obligations relating to the release of or the presence, discovery or removal of any hazardous materials in, at, about or contribution arising under the Property, or for, connected with or arising out of any and all claims or causes of action based upon CERCLA (Comprehensive Environmental Response, Compensation, and Liability Act of 1980, (42 U.S.C. §§9601 Section 9601, et seq., as amended by XXXX (Superfund Amendment and Reauthorization Act of 1986) and as may be further amended from time to time), the Resource Conservation and Recovery Act of 1976, 42 U.S.C. §§6901 et seq., or any related claims or causes of action or any other similar federal, state or municipal based statutory local statute, rule or regulatory causes of action for environmental contamination atregulation. Purchaser, inupon Closing, about or under shall be deemed to have waived, relinquished and released Seller and all other releasees from and against any and all matters affecting the Property; and (iii) any tort claims made or brought with respect to the Property or the use or operation thereof. Purchaser’s Initials The provisions of this Paragraph 2.5 Section 2.4 shall survive indefinitely the Closing any closing or termination of this Agreement Contract and shall not be merged into the closing documents.

Purchaser’s Reliance on its Investigations. Purchaser acknowledges To the maximum extent permitted by applicable law and agrees that (a) the Property is being sold, and Purchaser accepts possession of the Property on the date of Closing, “AS IS, WHERE IS, WITH ALL FAULTS,” with no right of setoff or reduction in the Purchase Price; (b) except for Seller’s representations and warranties in Paragraph 8.1 and the warranties of title under California Civil Code 1113 in the deed delivered at the Closing (“Seller’s Warranties”), neither Seller nor this sale is made and will be made without representation, covenant, or warranty of any Seller Related Party has or shall be deemed to have made any verbal or written representations, warranties, promises or guarantees kind (whether express, implied, statutory or otherwise) to Purchaser with respect or, to the Propertymaximum extent permitted by applicable law, any matter set forthstatutory) by Seller. As a material part of the consideration for this Agreement, contained or addressed in the documents delivered Purchaser agrees to Purchaser in connection with accept the Property (includingon an “As is” and “Where is” basis, but not limited towith all faults and any and all latent and patent defects, the accuracy and completeness thereof) without any representation or the results warranty, all of Purchaser’s due diligence; and (c) Purchaser has confirmed independently all information that it considers material to its purchase of the Property or the transaction contemplated hereby. Purchaser specifically acknowledges thatwhich Seller hereby disclaims, except for Seller’s Warranties. Except for Seller’s Warranties, Purchaser no warranty or representation is not relying on made by Seller as to (and Sellera) fitness for any particular purpose, for itself and on behalf (b) merchantability, (c) design, (d) quality, (e) condition, (f) operation or income, (g) compliance with drawings or specifications, (h) absence of the Seller Related Partiesdefects, does hereby disclaim and renounce(i) any representations absence of hazardous or warranties toxic substances, (j) absence of any kind faults, (k) flooding, or nature whatsoever, whether oral or written, express, implied, statutory or otherwise, as to: (1) compliance with laws and regulations including, without limitation, those relating to health, safety, and the operation environment. Purchaser acknowledges that Purchaser has entered into this Agreement with the intention of making and relying upon its own investigation of the Property or the income potentialphysical, usesenvironmental, or the merchantabilityeconomic use, habitability or fitness of any portion of the Property for a particular purpose; (2) the physical compliance, and legal condition of the Property and that Purchaser is not now relying, and will not later rely, upon any representations and warranties made by Seller or the condition anyone acting or safety of the Property or any component thereofclaiming to act, includingby, but not limited to, plumbing, sewer, heating, ventilating and electrical systems, roofing, air conditioning, foundations, soils and geology, including hazardous materials, lot size, or suitability of the Property or any component thereof for a particular purpose; (3) the presence or absence, location or scope of any hazardous materials in, at, about through or under or on Seller’s behalf concerning the Property; (4) whether the appliances, if any, plumbing or utilities are in working order; (5) the habitability or suitability for occupancy of any structure or the quality of its construction; (6) whether the improvements are structurally sound, in good condition, or in compliance with applicable laws; (7) the accuracy of any statements, calculations or conditions stated or set forth in Seller’s or the Seller Related Parties’ books and records concerning the Property or set forth in any offering materials with respect to the Property; (8) the dimensions of the Property or the accuracy of any floor plans, square footage, lease abstracts, sketches, or revenue or expense projections related to the Property; (9) the operating performance, the income and expenses of the Property or the economic status of the Property; (10) the ability of Purchaser to obtain any and all necessary governmental approvals or permits for Purchaser’s intended use and development of the Property; and (11) the leasing status of the Property or the intentions of any parties with respect to the negotiation and/or execution of any lease for any portion of the Property. Purchaser further acknowledges and agrees that, except for Seller’s Warranties, Seller is under no duty . Consistent with the foregoing and subject solely to make any affirmative disclosures or inquiry regarding any matter which may or may not be known to Seller or the Seller Related Parties, and Purchaser, for itself and for its successors and assigns, hereby specifically waives and releases Seller and each Seller Related Party from any such duty that otherwise might exist. Except for the Seller’s Warranties, effective as of the Closing for the Property, Purchaser, for itself and its partners, members, shareholders, directors, officersagents, affiliates, successors and assigns, hereby releases and forever discharges Seller, its agents, contractorsaffiliates, employeessubsidiaries, and their respective successors and assigns (collectively the “Purchaser Related PartiesReleases”), hereby releases Seller and each Seller Related Party from, and waives all claims and liability against Seller and each Seller Related Party for or attributable to, the following: (a) from any and all statements rights, claims and demands at law or opinions heretofore in equity, whether known or hereafter madeunknown at the time of this Agreement, which Purchaser has or information furnishedmay have in the future, by the Seller or Seller Related Parties to Purchaser or any arising out of the Purchaser Related Parties; and (b) any and all lossesphysical, costsenvironmental, claims, liabilities, expenses, demands economic or obligations legal condition of any kind or nature whatsoever attributable to the Property, whether arising or accruing before, on or after the date hereof and whether attributable to events or circumstances which have heretofore or may hereafter occur, including, without limitation, (i) all losses, costs, claims, liabilities, expenses, demands claims in tort or contract and obligations with respect to the structural, physical, any claim for indemnification or environmental condition of the Property; (ii) all losses, costs, claims, liabilities, expenses, demands and obligations relating to the release of or the presence, discovery or removal of any hazardous materials in, at, about or contribution arising under the Property, or for, connected with or arising out of any and all claims or causes of action based upon CERCLA (Comprehensive Environmental Response, Compensation, and Liability Act of 1980, (42 U.S.C. §§9601 Section 9601, et seq., as amended by XXXX (Superfund Amendment and Reauthorization Act of 1986) and as may be further amended from time to time), the Resource Conservation and Recovery Act of 1976, 42 U.S.C. §§6901 et seq., or any related claims or causes of action or any other similar federal, state or municipal based statutory local statute, rule or regulatory causes of action for environmental contamination atregulation (collectively, in“Environmental Laws”). Purchaser, about or under upon Closing, shall be deemed to have waived, relinquished, released and discharged Seller and the other Releases from and against any and all matters affecting the Property; and (iii) any tort claims made or brought with respect . Collectively, all the matters released pursuant to the Property or foregoing shall be hereinafter referred to as the use or operation thereof. “Released Matters.” PURCHASER HEREBY ACKNOWLEDGES THAT IT HAS READ AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542 (“SECTION 1542”), WHICH IS SET FORTH BELOW: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.” BY INITIALING BELOW, PURCHASER HEREBY WAIVES THE PROVISIONS OF SECTION 1542 SOLELY IN CONNECTION WITH THE MATTERS WHICH ARE THE SUBJECT OF THE RELEASED MATTERS: /s/ RC Purchaser’s Initials The provisions of this Paragraph 2.5 shall survive indefinitely the Closing any closing or termination of this Agreement and shall not be merged into the closing documents.

Purchaser’s Reliance on its Investigations. Purchaser acknowledges To the maximum extent permitted by applicable law and agrees that (a) the Property is being sold, and Purchaser accepts possession of the Property on the date of Closing, “AS IS, WHERE IS, WITH ALL FAULTS,” with no right of setoff or reduction in the Purchase Price; (b) except for Seller’s representations and warranties in Paragraph Section 8.1 and the warranties of title in the deed delivered at the Closing (“Seller’s Warranties”), neither Seller nor this sale is made and will be made without representation, covenant, or warranty of any Seller Related Party has or shall be deemed to have made any verbal or written representations, warranties, promises or guarantees kind (whether express, implied, statutory or otherwise) to Purchaser with respect or, to the Propertymaximum extent permitted by applicable law, any matter set forthstatutory) by Seller. As a material part of the consideration for this Contract, contained or addressed in the documents delivered Purchaser agrees to Purchaser in connection with accept the Property (includingon an “As is” and “Where is” basis, but not limited towith all faults and any and all latent and patent defects, the accuracy and completeness thereof) without any representation or the results warranty, all of Purchaser’s due diligence; and (c) Purchaser has confirmed independently all information that it considers material to its purchase of the Property or the transaction contemplated hereby. Purchaser specifically acknowledges thatwhich Seller hereby disclaims, except for Seller’s Warranties. Except for Seller’s Warranties, no warranty or representation is made by Seller as to (a) fitness for any particular purpose, (b) merchantability, (c) design, (d) quality, (e) condition, (f) operation or income, (g) compliance with drawings or specifications, (h) absence of defects, (i) absence of hazardous or toxic substances, (j) absence of faults, (k) flooding, or (l) compliance with laws and regulations including, without limitation, those relating to health, safety, and the environment. Purchaser is not acknowledges that Purchaser has entered into this Contract with the intention of making and relying on (and Seller, for itself and on behalf upon its own investigation of the Seller Related Partiesphysical, does hereby disclaim environmental, economic use, compliance, and renounce) any representations or warranties of any kind or nature whatsoever, whether oral or written, express, implied, statutory or otherwise, as to: (1) the operation of the Property or the income potential, uses, or the merchantability, habitability or fitness of any portion of the Property for a particular purpose; (2) the physical legal condition of the Property and that Purchaser is not now relying, and will not later rely, upon any representations and warranties made by Seller or the condition anyone acting or safety of the Property or any component thereofclaiming to act, includingby, but not limited to, plumbing, sewer, heating, ventilating and electrical systems, roofing, air conditioning, foundations, soils and geology, including hazardous materials, lot size, or suitability of the Property or any component thereof for a particular purpose; (3) the presence or absence, location or scope of any hazardous materials in, at, about through or under or on Seller’s behalf concerning the Property; (4) whether the appliances, if any, plumbing or utilities are in working order; (5) the habitability or suitability for occupancy of any structure or the quality of its construction; (6) whether the improvements are structurally sound, in good condition, or in compliance with applicable laws; (7) the accuracy of any statements, calculations or conditions stated or set forth in Seller’s or the Seller Related Parties’ books and records concerning the Property or set forth in any offering materials with respect to the Property; (8) the dimensions of the Property or the accuracy of any floor plans, square footage, lease abstracts, sketches, or revenue or expense projections related to the Property; (9) the operating performance, the income and expenses of the Property or the economic status of the Property; (10) the ability of Purchaser to obtain any and all necessary governmental approvals or permits for Purchaser’s intended use and development of the Property; and (11) the leasing status of the Property or the intentions of any parties with respect to the negotiation and/or execution of any lease for any portion of the Property. Purchaser further acknowledges and agrees that, except for Seller’s Warranties, Seller is under no duty . Consistent with the foregoing and subject solely to make any affirmative disclosures or inquiry regarding any matter which may or may not be known to Seller or the Seller Related Parties, and Purchaser, for itself and for its successors and assigns, hereby specifically waives and releases Seller and each Seller Related Party from any such duty that otherwise might exist. Except for the Seller’s Warranties, effective as of the Closing Date, Purchaser, for itself and its partners, members, shareholders, directors, officersagents, affiliates, agentssuccessors and assigns, contractorshereby releases, employeescovenants not to xxx, and forever discharges Seller, AT&T Inc., AT&T Services, Inc. and their respective agents, affiliates, subsidiaries, successors and assigns (collectively the “Purchaser Related Partiesreleasees”), hereby releases Seller and each Seller Related Party from, and waives all claims and liability against Seller and each Seller Related Party for or attributable to, the following: (a) from any and all statements rights, claims and demands at law or opinions heretofore in equity, whether known or hereafter madeunknown at the time of this Contract, which Purchaser has or information furnishedmay have in the future, by the Seller or Seller Related Parties to Purchaser or any arising out of the Purchaser Related Parties; and (b) any and all lossesphysical, costsenvironmental, claims, liabilities, expenses, demands economic or obligations legal condition of any kind or nature whatsoever attributable to the Property, whether arising or accruing before, on or after the date hereof and whether attributable to events or circumstances which have heretofore or may hereafter occur, including, without limitation, (i) all losses, costs, claims, liabilities, expenses, demands claims in tort or contract and obligations with respect to the structural, physical, any claim for indemnification or environmental condition of the Property; (ii) all losses, costs, claims, liabilities, expenses, demands and obligations relating to the release of or the presence, discovery or removal of any hazardous materials in, at, about or contribution arising under the Property, or for, connected with or arising out of any and all claims or causes of action based upon CERCLA (Comprehensive Environmental Response, Compensation, and Liability Act of 1980, (42 U.S.C. §§9601 Section 9601, et seq., as amended by XXXX (Superfund Amendment and Reauthorization Act of 1986) and as may be further amended from time to time), the Resource Conservation and Recovery Act of 1976, 42 U.S.C. §§6901 et seq., or any related claims or causes of action or any other similar federal, state or municipal based statutory local statute, rule or regulatory causes of action for environmental contamination atregulation, inexcluding, about or under the Property; and (iii) however, any tort claims made or brought with respect that may arise pursuant to the Property or the use or operation thereofAT&T Lease. Purchaser’s Initials , upon Closing, shall be deemed to have waived, relinquished and released Seller and all other releasees from and against any and all matters affecting the Property as of the Closing. The provisions of this Paragraph 2.5 Section 2.4 shall survive indefinitely the Closing any closing or termination of this Agreement Contract and shall not be merged into the closing documents.

Purchaser’s Reliance on its Investigations. Purchaser acknowledges To the maximum extent permitted by applicable law and agrees that (a) the Property is being sold, and Purchaser accepts possession of the Property on the date of Closing, “AS IS, WHERE IS, WITH ALL FAULTS,” with no right of setoff or reduction in the Purchase Price; (b) except for Seller’s representations and warranties in Paragraph Section 8.1 and the warranties of title in the deed delivered at the Closing (“Seller’s Warranties”), neither Seller nor this sale is made and will be made without representation, covenant, or warranty of any Seller Related Party has or shall be deemed to have made any verbal or written representations, warranties, promises or guarantees kind (whether express, implied, statutory or otherwise) to Purchaser with respect or, to the Propertymaximum extent permitted by applicable law, any matter set forthstatutory) by Seller. As a material part of the consideration for this Contract, contained or addressed in the documents delivered Purchaser agrees to Purchaser in connection with accept the Property (includingon an “As is” and “Where is” basis, but not limited towith all faults and any and all latent and patent defects, the accuracy and completeness thereof) without any representation or the results warranty, all of Purchaser’s due diligence; and (c) Purchaser has confirmed independently all information that it considers material to its purchase of the Property or the transaction contemplated hereby. Purchaser specifically acknowledges thatwhich Seller hereby disclaims, except for Seller’s Warranties. Except for Seller’s Warranties, no warranty or representation is made by Seller as to (a) fitness for any particular purpose, (b) merchantability, (c) design, (d) quality, (e) condition, (f) operation or income, (g) compliance with drawings or specifications, (h) absence of defects, (i) absence of hazardous or toxic substances, (j) absence of faults, (k) flooding, or (l) compliance with laws and regulations including, without limitation, those relating to health, safety, and the environment. Purchaser is not acknowledges that Purchaser has entered into this Contract with the intention of making and relying on (and Seller, for itself and on behalf upon its own investigation of the Seller Related Partiesphysical, does hereby disclaim environmental, economic use, compliance, and renounce) any representations or warranties of any kind or nature whatsoever, whether oral or written, express, implied, statutory or otherwise, as to: (1) the operation of the Property or the income potential, uses, or the merchantability, habitability or fitness of any portion of the Property for a particular purpose; (2) the physical legal condition of the Property and that Purchaser is not now relying, and will not later rely, upon any representations and warranties made by Seller or the condition anyone acting or safety of the Property or any component thereofclaiming to act, includingby, but not limited to, plumbing, sewer, heating, ventilating and electrical systems, roofing, air conditioning, foundations, soils and geology, including hazardous materials, lot size, or suitability of the Property or any component thereof for a particular purpose; (3) the presence or absence, location or scope of any hazardous materials in, at, about through or under or on Seller’s behalf concerning the Property; (4) whether the appliances, if any, plumbing or utilities are in working order; (5) the habitability or suitability for occupancy of any structure or the quality of its construction; (6) whether the improvements are structurally sound, in good condition, or in compliance with applicable laws; (7) the accuracy of any statements, calculations or conditions stated or set forth in Seller’s or the Seller Related Parties’ books and records concerning the Property or set forth in any offering materials with respect to the Property; (8) the dimensions of the Property or the accuracy of any floor plans, square footage, lease abstracts, sketches, or revenue or expense projections related to the Property; (9) the operating performance, the income and expenses of the Property or the economic status of the Property; (10) the ability of Purchaser to obtain any and all necessary governmental approvals or permits for Purchaser’s intended use and development of the Property; and (11) the leasing status of the Property or the intentions of any parties with respect to the negotiation and/or execution of any lease for any portion of the Property. Purchaser further acknowledges and agrees that, except for Seller’s Warranties, Seller is under no duty . Consistent with the foregoing and subject solely to make any affirmative disclosures or inquiry regarding any matter which may or may not be known to Seller or the Seller Related Parties, and Purchaser, for itself and for its successors and assigns, hereby specifically waives and releases Seller and each Seller Related Party from any such duty that otherwise might exist. Except for the Seller’s Warranties, effective as of the Closing Date, Purchaser, for itself and its partners, members, shareholders, directors, officersagents, affiliates, successors and assigns, hereby releases, covenants not to xxx, and forever discharges Seller, its agents, contractorsaffiliates, employeessubsidiaries, and their respective successors and assigns (collectively the “Purchaser Related Partiesreleasees”), hereby releases Seller and each Seller Related Party from, and waives all claims and liability against Seller and each Seller Related Party for or attributable to, the following: (a) from any and all statements rights, claims and demands at law or opinions heretofore in equity, whether known or hereafter madeunknown at the time of this Contract, which Purchaser has or information furnishedmay have in the future, by the Seller or Seller Related Parties to Purchaser or any arising out of the Purchaser Related Parties; and (b) any and all lossesphysical, costsenvironmental, claims, liabilities, expenses, demands economic or obligations legal condition of any kind or nature whatsoever attributable to the Property, whether arising or accruing before, on or after the date hereof and whether attributable to events or circumstances which have heretofore or may hereafter occur, including, without limitation, (i) all losses, costs, claims, liabilities, expenses, demands claims in tort or contract and obligations with respect to the structural, physical, any claim for indemnification or environmental condition of the Property; (ii) all losses, costs, claims, liabilities, expenses, demands and obligations relating to the release of or the presence, discovery or removal of any hazardous materials in, at, about or contribution arising under the Property, or for, connected with or arising out of any and all claims or causes of action based upon CERCLA (Comprehensive Environmental Response, Compensation, and Liability Act of 1980, (42 U.S.C. §§9601 Section 9601, et seq., as amended by XXXX (Superfund Amendment and Reauthorization Act of 1986) and as may be further amended from time to time), the Resource Conservation and Recovery Act of 1976, 42 U.S.C. §§6901 et seq., or any related claims or causes of action or any other similar federal, state or municipal based statutory local statute, rule or regulatory causes of action for environmental contamination atregulation. Purchaser, inupon Closing, about or under shall be deemed to have waived, relinquished and released Seller and all other releasees from and against any and all matters affecting the Property; and (iii) any tort claims made or brought with respect to the Property or the use or operation thereof. Purchaser’s Initials The provisions of this Paragraph 2.5 Section 2.4 shall survive indefinitely the Closing any closing or termination of this Agreement Contract and shall not be merged into the closing documents.

Purchaser’s Reliance on its Investigations. Purchaser acknowledges and agrees that (a) the Property is being sold, and Purchaser accepts possession of the Property on the date of Closing, “AS IS, WHERE IS, WITH ALL FAULTS,” with no right of setoff or reduction in the Purchase Price; (b) except for Seller’s representations and warranties in Paragraph 8.1 (“Seller’s Warranties”), neither Seller nor any Seller Related Party has or shall be deemed to have made any verbal or written representations, warranties, promises or guarantees (whether express, implied, statutory or otherwise) to Purchaser with respect to the Property, any matter set forth, contained or addressed in the documents delivered to Purchaser in connection with the Property (including, but not limited to, the accuracy and completeness thereof) or the results of Purchaser’s due diligence; and (c) Purchaser has confirmed independently all information that it considers material to its purchase of the Property or the transaction contemplated hereby. Purchaser specifically acknowledges that, except for Seller’s Warranties, Purchaser is not relying on (and Seller, for itself and on behalf of the Seller Related Parties, does hereby disclaim and renounce) any representations or warranties of any kind or nature whatsoever, whether oral or written, express, implied, statutory or otherwise, as to: (1) the operation of the Property or the income potential, uses, or the merchantability, habitability or fitness of any portion of the Property for a particular purpose; (2) the physical condition of the Property or the condition or safety of the Property or any component thereof, including, but not limited to, plumbing, sewer, heating, ventilating and electrical systems, roofing, air conditioning, foundations, soils and geology, including hazardous materials, lot size, or suitability of the Property or any component thereof for a particular purpose; (3) the presence or absence, location or scope of any hazardous materials in, at, about or under the Property; (4) whether the appliances, if any, plumbing or utilities are in working order; (5) the habitability or suitability for occupancy of any structure or the quality of its construction; (6) whether the improvements Improvements are structurally sound, in good condition, or in compliance with applicable laws; (7) the accuracy of any statements, calculations or conditions stated or set forth in Seller’s or the Seller Related Parties’ books and records concerning the Property or set forth in any offering materials with respect to the Property; (8) the dimensions of the Property or the accuracy of any floor plans, square footage, lease abstracts, sketches, or revenue or expense projections related to the Property; (9) the operating performance, the income and expenses of the Property or the economic status of the Property; (10) the ability of Purchaser to obtain any and all necessary governmental approvals or permits for Purchaser’s intended use and development of the Property; and (11) the leasing status of the Property or the intentions of any parties with respect to the negotiation and/or execution of any lease for any portion of the Property; and (12) Seller’s ownership of any portion of the Property. Purchaser further acknowledges and agrees that, except for Seller’s WarrantiesWarranties and the conditions set forth in Section 5.1(a), Seller is under no duty to make any affirmative disclosures or inquiry regarding any matter which may or may not be known to Seller or the Seller Related Parties, and Purchaser, for itself and for its successors and assigns, hereby specifically waives and releases Seller and each Seller Related Party from any such duty that otherwise might exist. Except for the Seller’s Warranties, Purchaser, for itself and its partners, members, shareholders, directors, officers, affiliates, agents, contractors, employees, and their respective successors and assigns (“Purchaser Related Parties”), hereby releases Seller and each Seller Related Party from, and waives all claims and liability against Seller and each Seller Related Party for or attributable to, the following: (a) any and all statements or opinions heretofore or hereafter made, or information furnished, by the Seller or Seller Related Parties to Purchaser or any of the Purchaser Related Parties; and (b) any and all losses, costs, claims, liabilities, expenses, demands or obligations of any kind or nature whatsoever attributable to the Property, whether arising or accruing before, on or after the date hereof and whether attributable to events or circumstances which have heretofore or may hereafter occur, including, without limitation, (i) all losses, costs, claims, liabilities, expenses, demands and obligations with respect to the structural, physical, or environmental condition of the Property; (ii) all losses, costs, claims, liabilities, expenses, demands and obligations relating to the release of or the presence, discovery or removal of any hazardous materials in, at, about or under the Property, or for, connected with or arising out of any and all claims or causes of action based upon CERCLA (Comprehensive Environmental Response, Compensation, and Liability Act of 1980, 42 U.S.C. §§9601 et seq., as amended by XXXX (Superfund Amendment and Reauthorization Act of 1986) and as may be further amended from time to time), the Resource Conservation and Recovery Act of 1976, 42 U.S.C. §§6901 et seq., or any related claims or causes of action or any other federal, state or municipal based statutory or regulatory causes of action for environmental contamination at, in, about or under the Property; and (iii) any tort claims made or brought with respect to the Property or the use or operation thereof. Purchaser’s Initials The provisions In addition, Purchaser expressly understands and acknowledges that it is possible that unknown liabilities may exist with respect to the Property and that Purchaser explicitly took that possibility into account in determining and agreeing to the Purchase Price, and that a portion of this Paragraph 2.5 such consideration, having been bargained for between parties with the knowledge of the possibility of such unknown liabilities shall survive indefinitely the Closing or termination be given in exchange for a full accord and satisfaction and discharge of this Agreement and shall not be merged into the closing documentsall such liabilities. WITH RESPECT TO THE RELEASES AND WAIVERS SET FORTH IN THIS SECTION 2.5, PURCHASER 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 SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” PURCHASER HAS BEEN ADVISED BY ITS LEGAL COUNSEL AND UNDERSTANDS THE SIGNIFICANCE OF THIS WAIVER OF SECTION 1542 RELATING TO UNKNOWN, UNSUSPECTED AND CONCEALED CLAIMS. BY ITS INITIALS BELOW, PURCHASER ACKNOWLEDGES THAT IT FULLY UNDERSTANDS, APPRECIATES AND ACCEPTS ALL OF THE TERMS OF THIS SECTION 2.5.

Purchaser’s Reliance on its Investigations. Purchaser acknowledges “As Is” Sale. To the maximum extent permitted by applicable law and agrees that (a) the Property is being sold, and Purchaser accepts possession of the Property on the date of Closing, “AS IS, WHERE IS, WITH ALL FAULTS,” with no right of setoff or reduction in the Purchase Price; (b) except for Seller’s express representations and warranties and covenants herein and in Paragraph 8.1 any Closing document delivered by Seller (“Seller’s Warranties”), neither Seller nor this sale is made and will be made without representation or warranty of any Seller Related Party has or shall be deemed to have made any verbal or written representations, warranties, promises or guarantees kind (whether express, express or implied, statutory or otherwise) to Purchaser with respect to the Property, any matter set forth, contained or addressed in the documents delivered to Purchaser in connection with the Property (including, but not limited to, the accuracy and completeness thereof) or the results of Purchaser’s due diligence; and (c) Purchaser has confirmed independently all information that it considers material to its purchase of the Property or the transaction contemplated herebyby Seller. Purchaser specifically acknowledges thatagrees to accept the Properties on an “As is” and “Where is” basis, with all faults and any and all latent and patent defects, and without any representation or warranty, all of which Seller hereby disclaims, except for Seller’s Warranties. Except for Seller’s Warranties, no warranty or representation is made by Seller as to (a) fitness for any particular purpose, (b) merchantability, (c) design, (d) quality, (e) condition, (f) operation or income, (g) compliance with drawings or specifications, (h) absence of defects, (i) absence of hazardous or toxic substances, (j) absence of faults, (k) flooding, or (l) compliance with laws and regulations including, without limitation, those relating to health, safety, and the environment. Purchaser is not acknowledges that Purchaser has entered into this Agreement with the intention of making and relying on (and Seller, for itself and on behalf upon its own investigation of the Seller Related Partiesphysical, does hereby disclaim environmental, economic use, compliance, and renounce) any representations or warranties of any kind or nature whatsoever, whether oral or written, express, implied, statutory or otherwise, as to: (1) the operation of the Property or the income potential, uses, or the merchantability, habitability or fitness of any portion of the Property for a particular purpose; (2) the physical legal condition of the Property and that Purchaser has not been induced by and has not relied upon any disclosures, representations or the condition warranties (in each case whether express or safety of the Property implied or oral or written) made by Seller, Seller’s affiliates, or any component thereof, including, but not limited to, plumbing, sewer, heating, ventilating and electrical systems, roofing, air conditioning, foundations, soils and geology, including hazardous materials, lot size, other person or suitability of the Property or any component thereof for a particular purpose; (3) the presence or absence, location or scope of any hazardous materials in, at, about or under the Property; (4) whether the appliances, if any, plumbing or utilities are in working order; (5) the habitability or suitability for occupancy of any structure or the quality of its construction; (6) whether the improvements are structurally sound, in good condition, or in compliance with applicable laws; (7) the accuracy of any statements, calculations or conditions stated or set forth in Seller’s or the entity purporting to represent Seller Related Parties’ books and records concerning the Property or set forth in any offering materials with respect to the Property; (8) the dimensions of the Property Properties or the accuracy of any floor plans, square footage, lease abstracts, sketches, other matter affecting or revenue or expense projections related relating to the Property; (9) the operating performance, the income and expenses of the Property or the economic status of the Property; (10) the ability of Purchaser to obtain any and all necessary governmental approvals or permits for Purchaser’s intended use and development of the Property; and (11) the leasing status of the Property or the intentions of any parties with respect to the negotiation and/or execution of any lease for any portion of the Property. Purchaser further acknowledges and agrees thattransactions contemplated hereby, except for Seller’s Warranties. In addition, Seller is under no duty to make any affirmative disclosures or inquiry regarding any matter which may or may Purchaser expressly acknowledges that from and after the Effective Date, Purchaser has not been and will not be known to Seller induced by and has not relied and will not rely upon any disclosures, representations or the Seller Related Partieswarranties (in each case whether express or implied or oral or written) made by Seller, and Purchaser, for itself and for its successors and assigns, hereby specifically waives and releases Seller and each Seller Related Party from any such duty that otherwise might exist. Except for the Seller’s Warranties, Purchaser, for itself and its partners, members, shareholders, directors, officers, affiliates, agents, contractors, employees, and their respective successors and assigns (“Purchaser Related Parties”), hereby releases Seller and each Seller Related Party from, and waives all claims and liability against Seller and each Seller Related Party for or attributable to, the following: (a) any and all statements or opinions heretofore or hereafter made, or information furnished, by the Seller or Seller Related Parties to Purchaser or any of the Purchaser Related Parties; and (b) any and all losses, costs, claims, liabilities, expenses, demands or obligations of any kind or nature whatsoever attributable to the Property, whether arising or accruing before, on or after the date hereof and whether attributable to events or circumstances which have heretofore or may hereafter occur, including, without limitation, (i) all losses, costs, claims, liabilities, expenses, demands and obligations with respect to the structural, physical, or environmental condition of the Property; (ii) all losses, costs, claims, liabilities, expenses, demands and obligations relating to the release of or the presence, discovery or removal of any hazardous materials in, at, about or under the Property, or for, connected with or arising out of any and all claims or causes of action based upon CERCLA (Comprehensive Environmental Response, Compensation, and Liability Act of 1980, 42 U.S.C. §§9601 et seq., as amended by XXXX (Superfund Amendment and Reauthorization Act of 1986) and as may be further amended from time to time), the Resource Conservation and Recovery Act of 1976, 42 U.S.C. §§6901 et seq., or any related claims other person or causes of action or any other federal, state or municipal based statutory or regulatory causes of action for environmental contamination at, in, about or under the Property; and (iii) any tort claims made or brought entity purporting to represent Seller with respect to the Property or any other matter affecting or relating to the use or operation thereoftransactions contemplated hereby, except for Seller’s Warranties. Purchaser’s Initials CONSISTENT WITH THE FOREGOING AND SUBJECT SOLELY TO CLAIMS AGAINST SELLER ON THE SELLER’S WARRANTIES AND THE RETAINED LIABILITIES, EFFECTIVE AS OF THE CLOSING DATE FOR THE PROPERTIES, PURCHASER, FOR ITSELF AND ITS AGENTS, AFFILIATES, SUCCESSORS AND ASSIGNS, HEREBY ACQUIRES THE PROPERTIES SUBJECT TO (AND AGREES TO ASSUME THE RISK THEREOF, IN FULL RELIANCE UPON ITS OWN INVESTIGATIONS) AND RELEASES AND FOREVER DISCHARGES, WAIVES AND EXONERATES SELLER, SELLER’S AFFILIATES, AND THE AGENTS, AFFILIATES, MEMBERS, PARTNERS, OFFICERS, DIRECTORS, MANAGERS, TRUSTEES, SUBSIDIARIES, PRINCIPALS, OWNERS, GENERAL PARTNERS, LIMITED PARTNERS, AS WELL AS THE SUCCESSORS AND ASSIGNS OF EACH OF PERSONS (COLLECTIVELY THE “RELEASEES”) FROM ANY AND ALL LIABILITIES, OBLIGATIONS, RIGHTS, CLAIMS, CAUSES OF ACTION AND DEMANDS AT LAW OR IN EQUITY, CONTROVERSIES, DAMAGE, COSTS, LOSSES AND EXPENSES WHETHER KNOWN OR UNKNOWN AT THE TIME OF THIS AGREEMENT, WHICH PURCHASER HAS OR MAY HAVE IN THE FUTURE, ARISING OUT OF THE PROPERTIES OR RELATING TO THE PROPERTIES, THE PHYSICAL, ENVIRONMENTAL, ECONOMIC OR LEGAL CONDITION OF THE PROPERTIES AND THE PROSPECTS, FINANCIAL CONDITION, OPERATION OR RESULTS OF OPERATIONS OF THE PROPERTIES, INCLUDING, WITHOUT LIMITATION, ALL CLAIMS IN TORT OR CONTRACT, ALL CLAIMS UNDER A WARRANTY OF ANY KIND (WHETHER EXPRESS OR IMPLIED) AND INCLUDING ANY WARRANTY OF MERCHANTABILITY, HABITABILITY OR WARRANTIES OF FITNESS FOR USE OR ACCEPTABILITY FOR THE PURPOSE INTENDED (COLLECTIVELY, THE “CLAIMS”); PROVIDED THAT PURCHASER DOES NOT RELEASE OR WAIVE ANY CLAIM AGAINST SELLER ARISING OUT OF THE FRAUD, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SELLER OR SELLER’S AFFILIATES OR FOR ANY RETAINED LIABILITY OR BREACH BY SELLER OF ITS OBGLITIONS UNDER THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, SELLER’S WARRANTIES. PURCHASER, UPON CLOSING, SHALL BE DEEMED TO HAVE WAIVED, EXONERATED, RELINQUISHED AND RELEASED SELLER AND ALL OTHER RELEASEES FROM AND AGAINST ANY AND ALL MATTERS AFFECTING PURCHASER AND/OR THE PROPERTY, OTHER THAN SELLER’S WARRANTIES, THE RETAINED LIABILITIES OR ANY CLAIMS ARISING OUT OF THE BREACH BY SELLER OF ITS OBLIGATIONS UNDER THIS AGREEMENT. IN THIS CONNECTION AND TO THE GREATEST EXTENT PERMITTED BY LAW, PURCHASER HEREBY AGREES, REPRESENTS AND WARRANTS THAT PURCHASER REALIZES AND ACKNOWLEDGES THAT FACTUAL MATTERS NOW KNOWN OR UNKNOWN TO IT MAY HAVE GIVEN OR MAY HEREAFTER GIVE RISE TO CLAIMS WHICH ARE PRESENTLY UNKNOWN, UNANTICIPATED AND UNSUSPECTED, AND PURCHASER FURTHER AGREES, REPRESENTS AND WARRANTS THAT THE WAIVERS AND RELEASES HEREIN AND THE PROVISIONS OF THIS PARAGRAPH HAVE BEEN NEGOTIATED AND AGREED UPON IN LIGHT OF THAT REALIZATION AND THAT PURCHASER NEVERTHELESS HEREBY INTENDS TO RELEASE, DISCHARGE AND ACQUIT SELLER FROM ANY SUCH UNKNOWN CLAIMS (OTHER THAN CLAIMS ARISING FROM THE BREACH BY ONE OR MORE SELLER’S WARRANTIES, THE RETAINED LIABILITIES OR ANY BREACH BY SELLER OF ITS OBLIGATIONS HEREUNDER). SELLER HAS GIVEN PURCHASER MATERIAL CONCESSIONS REGARDING THIS TRANSACTION IN EXCHANGE FOR PURCHASER AGREEING TO THE PROVISIONS OF THIS PARAGRAPH. The provisions of this Paragraph 2.5 8.6 shall survive indefinitely the Closing or termination of this Agreement and shall not be merged into the closing Closing documents.