Common use of As Is, Where Is Clause in Contracts

As Is, Where Is. The Property is being sold “As Is – Where Is” without any warranties or representations of Seller, except as otherwise expresslly provided for in this Agreement. Except as expressly set for herein to the contrary, SELLER MAKES NO AND SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS CONCERNING THE PROPERTY INCLUDING, WITHOUT LIMITATION, REPRESENTATIONS AS TO THE VALUE OF THE PROPERTY, THE ENVIRONMENTAL CONDITION OF THE PROPERTY, THE COMPLIANCE OR NON- COMPLIANCE OF THE PROPERTY WITH RESPECT TO APPLICABLE ENVIRONMENTAL, BUILDING, ZONING, LICENSING, PERMITTING, ACCESSIBILITY, AND OTHER LAWS AND REGULATIONS, THE CONDITION AND STRUCTURAL INTEGRITY OF ANY IMPROVEMENTS LOCATED ON THE PROPERTY, ACCESS TO THE PROPERTY, UTILITY SERVICE TO THE PROPERTY, THE SUITABILITY, QUALIFICATION, OR LEGAL SUFFICIENCY OF THE PROPERTY FOR USE IN CONNECTION WITH ANY LIKE KIND EXCHANGE CONTEMPLATED BY PURCHASER, THE PRESENCE OF HAZARDOUS SUBSTANCES ON OR UNDER THE PROPERTY, THE DEVELOPABILITY OF THE PROPERTY, THE COSTS OF OWNING AND OPERATING THE PROPERTY AND THE IMPROVEMENTS LOCATED THEREON, THE PAST, PRESENT, OR PROJECTED FUTURE PERFORMANCE AND PROFITABILITY OF THE PROPERTY, OR ANY OTHER MATTER RELATING TO THE SUBJECT PROPERTY. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT TO THE CONTRARY, SELLER HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND OR NATURE WHATSOEVER (INCLUDING, WITHOUT LIMITATION, WARRANTIES OF HABITABILITY AND FITNESS FOR PARTICULAR PURPOSES), WHETHER EXPRESSED OR IMPLIED INCLUDING, WITHOUT LIMITATION WARRANTIES WITH RESPECT TO THE PROPERTY. EXCEPT AS IS EXPRESSLY SET FORTH IN THIS AGREEMENT, PURCHASER ACKNOWLEDGES THAT IT IS NOT RELYING UPON ANY REPRESENTATION OF ANY KIND OR NATURE MADE BY SELLER OR ANY OF THE SELLER RELATED PARTIES, WITH RESPECT TO THE PROPERTY, AND THAT, IN FACT, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT TO THE CONTRARY, NO SUCH REPRESENTATIONS WERE MADE. TO THE EXTENT REQUIRED TO BE OPERATIVE, THE DISCLAIMERS AND WARRANTIES CONTAINED HEREIN ARE "CONSPICUOUS" DISCLAIMERS FOR PURPOSES OF ANY APPLICABLE LAW, RULE, REGULATION OR ORDER.

As Is, Where Is. The Property is being sold PURCHASER EXPRESSLY ACKNOWLEDGES AND AGREES THAT, AS A MATERIAL PART OF THE CONSIDERATION FOR THIS AGREEMENT, THE PROPERTY IS BEING SOLD TO PURCHASER AND PURCHASER AGREES TO PURCHASE AND ACCEPT THE PROPERTY, AND EACH AND EVERY PART AND COMPONENT THEREOF, IN AN “As Is – Where IsAS IS, WHERE IS” without any warranties or representations of SellerCONDITION AS OF THE CLOSING WITH NO REPRESENTATIONS OR WARRANTIES FROM SELLER, except as otherwise expresslly provided for in this AgreementEITHER EXPRESS OR IMPLIED EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT. Except as expressly set for herein to the contraryPURCHASER AGREES THAT PURCHASER IS NOT RELYING UPON, SELLER MAKES NO AND SPECIFICALLY DISCLAIMS HAS NOT RECEIVED OR BEEN GIVEN, ANY REPRESENTATIONS CONCERNING THE PROPERTY INCLUDING(EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT), WITHOUT LIMITATIONSTATEMENTS OR WARRANTIES (ORAL OR WRITTEN, REPRESENTATIONS IMPLIED OR EXPRESS) OF OR BY ANY OFFICER, EMPLOYEE, AGENT OR REPRESENTATIVE OF SELLER, OR ANY SALESPERSON OR BROKER (IF ANY) INVOLVED IN THIS TRANSACTION, AS TO THE VALUE OF PROPERTY OR ANY PART OR COMPONENT THEREOF IN ANY RESPECT, INCLUDING, BUT NOT LIMITED TO, ANY REPRESENTATIONS, STATEMENTS OR WARRANTIES AS TO THE PROPERTY, THE PHYSICAL OR ENVIRONMENTAL CONDITION OF THE PROPERTY, THE COMPLIANCE FITNESS OF THE PROPERTY FOR USE AS A HOTEL, THE FINANCIAL PERFORMANCE OR NON- POTENTIAL OF THE PROPERTY, THE COMPLIANCE OF THE PROPERTY WITH RESPECT TO APPLICABLE ENVIRONMENTAL, BUILDING, ZONING, LICENSINGSUBDIVISION, PERMITTINGENVIRONMENTAL, ACCESSIBILITYLIFE SAFETY OR LAND USE LAWS, AND OTHER LAWS AND CODES, ORDINANCES, RULES, ORDERS, OR REGULATIONS, OR THE CONDITION AND STRUCTURAL INTEGRITY STATE OF ANY IMPROVEMENTS LOCATED ON THE PROPERTY, ACCESS TO THE PROPERTY, UTILITY SERVICE TO THE PROPERTY, THE SUITABILITY, QUALIFICATION, OR LEGAL SUFFICIENCY OF THE PROPERTY FOR USE IN CONNECTION WITH ANY LIKE KIND EXCHANGE CONTEMPLATED BY PURCHASER, THE PRESENCE OF HAZARDOUS SUBSTANCES ON OR UNDER THE PROPERTY, THE DEVELOPABILITY REPAIR OF THE PROPERTY, AND PURCHASER, FOR ITSELF AND ITS HEIRS, LEGAL REPRESENTATIVES, SUCCESSORS AND ASSIGNS, WAIVES ANY RIGHT TO ASSERT ANY CLAIM OR DEMAND AGAINST SELLERS AT LAW OR IN EQUITY RELATING TO ANY SUCH MATTER, WHETHER LATENT OR PATENT, DISCLOSED OR UNDISCLOSED, KNOWN OR UNKNOWN, NOW EXISTING OR HEREAFTER ARISING. EXCEPT FOR ANY TITLE OR SURVEY MATTERS CREATED SOLELY BY SELLER IN VIOLATION OF THIS AGREEMENT, PURCHASER AGREES THAT IT SHALL HAVE NO RECOURSE WHATSOEVER AGAINST SELLER, AT LAW OR IN EQUITY, SHOULD THE COSTS OF OWNING AND OPERATING SURVEY OR THE TITLE INSURANCE COMMITMENTS OR THE TITLE POLICIES FAIL TO DISCLOSE ANY MATTER AFFECTING THE PROPERTY OR REVEAL ANY SUCH MATTER IN AN INACCURATE, MISLEADING OR INCOMPLETE FASHION OR OTHERWISE BE IN ERROR. PURCHASER ACKNOWLEDGES THAT IT SHALL REVIEW THE SURVEY AND THE IMPROVEMENTS LOCATED THEREON, TITLE INSURANCE COMMITMENTS (AS SAME MAY BE MARKED AT CLOSING) AND TO DISCUSS THEIR CONTENTS WITH THE PAST, PRESENT, INDEPENDENT CONTRACTORS WHO PREPARED OR PROJECTED FUTURE PERFORMANCE AND PROFITABILITY ISSUED EACH OF THEM. PURCHASER ACCORDINGLY AGREES TO LOOK SOLELY TO THE PREPARER OF THE PROPERTY, SURVEY AND THE ISSUER OF THE TITLE INSURANCE COMMITMENTS AND TITLE POLICIES FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH SUCH INSTRUMENTS AND HEREBY RELEASES SELLERS FROM ANY OTHER MATTER RELATING SUCH CLAIM (EXCEPT FOR ANY CLAIM THAT SELLERS AGREE TO THE SUBJECT PROPERTY. EXCEPT CURE AS EXPRESSLY SET FORTH IN THIS AGREEMENT TO THE CONTRARY, SELLER HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND OR NATURE WHATSOEVER (INCLUDING, WITHOUT LIMITATION, WARRANTIES OF HABITABILITY AND FITNESS FOR PARTICULAR PURPOSES), WHETHER EXPRESSED OR IMPLIED INCLUDING, WITHOUT LIMITATION WARRANTIES WITH RESPECT TO THE PROPERTY. EXCEPT AS IS EXPRESSLY SET FORTH IN THIS AGREEMENT). Purchaser recognizes that the Hotel and Personal Property are not new and that there exists a possibility that the Property is not in compliance with the requirements which would be imposed on a newly constructed hotel by presently effective federal, PURCHASER ACKNOWLEDGES THAT IT IS NOT RELYING UPON ANY REPRESENTATION OF ANY KIND OR NATURE MADE BY SELLER OR ANY OF THE SELLER RELATED PARTIESstate and local building, WITH RESPECT TO THE PROPERTYplumbing, AND THATelectrical, IN FACTfire, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT TO THE CONTRARYhealth, NO SUCH REPRESENTATIONS WERE MADEhandicap, environmental and life safety laws, codes, ordinances, rules, orders and/or regulations (collectively, the “building codes”). TO THE EXTENT REQUIRED TO BE OPERATIVEThe Hotel and other improvements on the Land may contain substances or materials no longer permitted to be used in newly constructed buildings including, THE DISCLAIMERS AND WARRANTIES CONTAINED HEREIN ARE "CONSPICUOUS" DISCLAIMERS FOR PURPOSES OF ANY APPLICABLE LAWwithout limitation, RULEasbestos or other insulation materials, REGULATION OR ORDERlead or other paints, wiring, electrical, or plumbing materials and may not contain other materials or equipment required to be installed in a newly constructed building. Purchaser has had the opportunity, as set forth in Section 2.4, to review the results of such investigations and inspections of the Property as Purchaser deemed necessary with respect to all such matters. Purchaser agrees to accept and shall the Property in an “AS-IS, WHERE IS” condition and at Closing to accept and assume the risk of noncompliance of the Property with all such building codes. Except with respect to those representations set forth in Article III hereof, Purchaser waives any right to excuse (except as specifically set forth in this Agreement) or delay performance of its obligations under this Agreement or to assert any claim against Sellers (before or after Closing) arising out of any failure of the Property to comply with any such building codes.

As Is, Where Is. The Property is being sold IT IS THE EXPLICIT INTENT OF EACH PARTY THAT THE MEMBERSHIP INTERESTS BEING ASSIGNED, TRANSFERRED, DELIVERED, CONTRIBUTED AND CONVEYED BY LINN PURSUANT TO THIS AGREEMENT ARE BEING SO ASSIGNED, TRANSFERRED, DELIVERED, CONTRIBUTED AND CONVEYED “As Is – Where IsAS IS, WHERE IS,” without any warranties or representations of Seller, except as otherwise expresslly provided for in this Agreement. Except as expressly set for herein to the contrary, SELLER MAKES NO AND SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS CONCERNING THE PROPERTY INCLUDING, WITHOUT LIMITATION, REPRESENTATIONS AS TO THE VALUE OF THE PROPERTY, THE ENVIRONMENTAL CONDITION OF THE PROPERTY, THE COMPLIANCE OR NON- COMPLIANCE OF THE PROPERTY WITH RESPECT TO APPLICABLE ENVIRONMENTAL, BUILDING, ZONING, LICENSING, PERMITTING, ACCESSIBILITYALL FAULTS, AND OTHER LAWS AND REGULATIONSTHAT LINN IS MAKING NO REPRESENTATION, THE CONDITION AND STRUCTURAL INTEGRITY OF ANY IMPROVEMENTS LOCATED ON THE PROPERTYWARRANTY OR COVENANT WHATSOEVER, ACCESS TO THE PROPERTY, UTILITY SERVICE TO THE PROPERTY, THE SUITABILITY, QUALIFICATION, EXPRESS OR LEGAL SUFFICIENCY OF THE PROPERTY FOR USE IN CONNECTION WITH ANY LIKE KIND EXCHANGE CONTEMPLATED BY PURCHASER, THE PRESENCE OF HAZARDOUS SUBSTANCES ON OR UNDER THE PROPERTY, THE DEVELOPABILITY OF THE PROPERTY, THE COSTS OF OWNING AND OPERATING THE PROPERTY AND THE IMPROVEMENTS LOCATED THEREON, THE PAST, PRESENT, OR PROJECTED FUTURE PERFORMANCE AND PROFITABILITY OF THE PROPERTY, OR ANY OTHER MATTER RELATING TO THE SUBJECT PROPERTY. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT TO THE CONTRARY, SELLER HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND OR NATURE WHATSOEVER IMPLIED (INCLUDING, WITHOUT LIMITATION, WARRANTIES : (A) ANY IMPLIED OR EXPRESS WARRANTY OF HABITABILITY AND FITNESS FOR A PARTICULAR PURPOSES), WHETHER EXPRESSED PURPOSE; (B) ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY; OR (C) ANY OTHER IMPLIED INCLUDING, WITHOUT LIMITATION WARRANTIES WITH RESPECT TO THE PROPERTY. EXCEPT AS IS EXPRESSLY SET FORTH IN THIS AGREEMENT, PURCHASER ACKNOWLEDGES THAT IT IS NOT RELYING UPON ANY WARRANTY OR REPRESENTATION OF ANY KIND OR NATURE MADE BY SELLER OR ANY OF THE SELLER RELATED PARTIESNATURE) REGARDING, RELATING TO OTHERWISE WITH RESPECT TO TO, THE PROPERTYMEMBERSHIP INTERESTS AND HEREBY EXPRESSLY DISCLAIMS AND NEGATES ANY SUCH REPRESENTATION, AND WARRANTY OR COVENANT. THE PARTIES AGREE THAT, IN FACT, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT TO THE CONTRARY, NO SUCH REPRESENTATIONS WERE MADE. TO THE EXTENT REQUIRED BY APPLICABLE LAW TO BE OPERATIVEEFFECTIVE, THE DISCLAIMERS OF REPRESENTATIONS, WARRANTIES AND WARRANTIES COVENANTS CONTAINED HEREIN IN THIS SECTION ARE "“CONSPICUOUS" ” DISCLAIMERS FOR THE PURPOSES OF ANY APPLICABLE LAW, RULE, REGULATION RULE OR ORDER.

As Is, Where Is. The Property is being sold “As Is – Where Is” Purchaser acknowledges, represents and warrants that any information supplied or made available by Sellers, whether written or oral or in the form of maps, surveys, plats, environmental reports, engineering studies, inspection reports, plans, specifications or any other information whatsoever, without any warranties or representations of Sellerexception, except as otherwise expresslly provided for in this Agreement. Except as expressly set for herein pertaining to the contraryFacilities, SELLER MAKES NO any and all records, rent rolls and other documents pertaining to the use or occupancy of the Facilities or any portion thereof, the income thereof, the costs and expenses of the maintenance thereof, and any and all other matters concerning the condition, suitability, integrity, marketability, compliance with Laws or other attributes of the Facilities or any part thereof, has been furnished to Purchaser solely to assist in Purchaser’s review and investigation of the Facilities. Further, Purchaser acknowledges that, as of the Effective Date, Purchaser is in possession of the Facilities and is familiar with the Facilities and has made all such independent investigations as Purchaser deems necessary or appropriate concerning the Facilities. AS SUCH, THE FACILITIES ARE SOLD BY SELLERS, AND SPECIFICALLY DISCLAIMS ARE HEREBY ACCEPTED BY PURCHASER, AS IS, WHERE IS AND WITH ALL FAULTS, AND WITHOUT ANY REPRESENTATIONS CONCERNING OR WARRANTIES WHATSOEVER, EXPRESSED OR IMPLIED, WRITTEN OR ORAL. PURCHASER HEREBY UNCONDITIONALLY WAIVES AND EXCLUDES, AND SELLERS DISCLAIM, ALL REPRESENTATIONS AND WARRANTIES, INCLUDING ANY AND ALL EXPRESS OR IMPLIED REPRESENTATIONS AND WARRANTIES AS TO: (i) THE PROPERTY INCLUDING, WITHOUT LIMITATION, REPRESENTATIONS AS TO THE VALUE OF THE PROPERTY, THE ENVIRONMENTAL CONDITION OF THE PROPERTYFACILITIES OR ANY ASPECT THEREOF, INCLUDING ANY AND ALL EXPRESS OR IMPLIED REPRESENTATIONS AND WARRANTIES RELATED TO SUITABILITY FOR HABITATION, MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE; (ii) THE COMPLIANCE NATURE OR NON- COMPLIANCE QUALITY OF CONSTRUCTION, STRUCTURAL DESIGN OR ENGINEERING OF THE PROPERTY IMPROVEMENTS; (iii) THE QUALITY OF THE LABOR OR MATERIALS INCLUDED IN THE IMPROVEMENTS; (iv) THE SOIL CONDITIONS, DRAINAGE, TOPOGRAPHICAL FEATURES OR OTHER CONDITIONS OF THE FACILITIES OR WHICH AFFECT ANY THEREOF; (v) ANY FEATURES OR CONDITIONS AT OR WHICH AFFECT THE FACILITIES WITH RESPECT TO APPLICABLE ENVIRONMENTALANY PARTICULAR PURPOSE, BUILDINGUSE, ZONINGDEVELOPMENTAL POTENTIAL, LICENSING, PERMITTING, ACCESSIBILITY, AND OTHER LAWS AND REGULATIONS, THE CONDITION AND STRUCTURAL INTEGRITY OF ANY IMPROVEMENTS LOCATED ON THE PROPERTY, ACCESS TO THE PROPERTY, UTILITY SERVICE TO THE PROPERTY, THE SUITABILITY, QUALIFICATION, CASH FLOW OR LEGAL SUFFICIENCY OF THE PROPERTY FOR USE IN CONNECTION WITH ANY LIKE KIND EXCHANGE CONTEMPLATED BY PURCHASER, THE PRESENCE OF HAZARDOUS SUBSTANCES ON OR UNDER THE PROPERTY, THE DEVELOPABILITY OF THE PROPERTY, THE COSTS OF OWNING AND OPERATING THE PROPERTY AND THE IMPROVEMENTS LOCATED THEREON, THE PAST, PRESENT, OR PROJECTED FUTURE PERFORMANCE AND PROFITABILITY OF THE PROPERTY, OR ANY OTHER MATTER RELATING TO THE SUBJECT PROPERTY. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT TO THE CONTRARY, SELLER HEREBY DISCLAIMS OTHERWISE; (vi) ALL WARRANTIES OF ANY KIND OR NATURE WHATSOEVER (INCLUDING, WITHOUT LIMITATION, WARRANTIES OF HABITABILITY AND FITNESS FOR PARTICULAR PURPOSES), WHETHER EXPRESSED EXPRESS OR IMPLIED INCLUDING, WITHOUT LIMITATION REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE PROPERTY. EXCEPT AS IS EXPRESSLY SET FORTH IN THIS AGREEMENT, PURCHASER ACKNOWLEDGES THAT IT IS NOT RELYING UPON CREATED BY ANY REPRESENTATION AFFIRMATION OF FACT OR PROMISE OR BY ANY KIND OR NATURE MADE BY SELLER OR DESCRIPTION OF ANY OF THE SELLER FACILITIES; (vii) ANY ENVIRONMENTAL, GEOLOGICAL, METEOROLOGICAL, STRUCTURAL OR OTHER CONDITION OR HAZARD OR THE ABSENCE THEREOF HERETOFORE, NOW OR HEREAFTER AFFECTING IN ANY MANNER ANY OF THE FACILITIES; (viii) CLAIMS REGARDING DEFECTS WHICH WERE NOT OR ARE NOT DISCOVERABLE; (ix) PRODUCT LIABILITY CLAIMS IN ANY MANNER RELATED PARTIES, WITH RESPECT TO ANY OF THE PROPERTY, FACILITIES; AND THAT, IN FACT, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT TO THE CONTRARY, NO SUCH (x) ALL OTHER EXPRESS OR IMPLIED WARRANTIES AND REPRESENTATIONS WERE MADE. TO THE EXTENT REQUIRED TO BE OPERATIVE, THE DISCLAIMERS AND WARRANTIES CONTAINED HEREIN ARE "CONSPICUOUS" DISCLAIMERS FOR PURPOSES OF ANY APPLICABLE LAW, RULE, REGULATION OR ORDERBY SELLERS WHATSOEVER.

As Is, Where Is. The Property is being sold “As Is – Where Is” without any warranties or representations of SellerTHE GROUP OF PURCHASED UI ASSETS IS SOLD "AS IS, except as otherwise expresslly provided for in this Agreement. Except as expressly set for herein to the contrary, WHERE IS," AND SELLER MAKES NO AND SPECIFICALLY EXPRESSLY DISCLAIMS ANY REPRESENTATIONS CONCERNING THE PROPERTY INCLUDING, WITHOUT LIMITATION, REPRESENTATIONS AS TO THE VALUE OF THE PROPERTY, THE ENVIRONMENTAL CONDITION OF THE PROPERTY, THE COMPLIANCE OR NON- COMPLIANCE OF THE PROPERTY WITH RESPECT TO APPLICABLE ENVIRONMENTAL, BUILDING, ZONING, LICENSING, PERMITTING, ACCESSIBILITY, AND OTHER LAWS AND REGULATIONS, THE CONDITION AND STRUCTURAL INTEGRITY OF ANY IMPROVEMENTS LOCATED ON THE PROPERTY, ACCESS TO THE PROPERTY, UTILITY SERVICE TO THE PROPERTY, THE SUITABILITY, QUALIFICATION, OR LEGAL SUFFICIENCY OF THE PROPERTY FOR USE IN CONNECTION WITH ANY LIKE KIND EXCHANGE CONTEMPLATED BY PURCHASER, THE PRESENCE OF HAZARDOUS SUBSTANCES ON OR UNDER THE PROPERTY, THE DEVELOPABILITY OF THE PROPERTY, THE COSTS OF OWNING AND OPERATING THE PROPERTY AND THE IMPROVEMENTS LOCATED THEREON, THE PAST, PRESENT, OR PROJECTED FUTURE PERFORMANCE AND PROFITABILITY OF THE PROPERTY, OR ANY OTHER MATTER RELATING TO THE SUBJECT PROPERTY. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT TO THE CONTRARY, SELLER HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND OR NATURE WHATSOEVER NATURE, EXPRESS OR IMPLIED, AS TO THE GROUP OF PURCHASED UI ASSETS, INCLUDING ANY LIABILITIES ASSOCIATED WITH THE GROUP OF PURCHASED UI ASSETS, OPERATIONAL FUNCTIONALITY OF THE GROUP OF PURCHASED UI ASSETS, THE VALIDITY OR ENFORCEABILITY OF THE CONTRACTS AND/OR PERMITS RELATED TO THE GROUP OF PURCHASED UI ASSETS COVERED BY THE ASSIGNMENT AND ASSUMPTION AGREEMENT, WHETHER OR NOT THE ASSIGNMENT (INCLUDINGFULL OR PARTIAL) OF, WITHOUT LIMITATIONOR OTHER ARRANGEMENTS CONCERNING ANY OF SUCH CONTRACTS OR PERMITS CAN BE MADE, WARRANTIES THE CONDITION, VALUE OR QUALITY OF HABITABILITY THE GROUP OF PURCHASED UI ASSETS, OR THE PROSPECTS (FINANCIAL AND OTHERWISE), RISKS AND OTHER INCIDENTS OF OWNERSHIP OF THE GROUP OF PURCHASED UI ASSETS (INCLUDING BUYER'S ABILITY TO RECOVER THE COSTS ASSOCIATED WITH THE GROUP OF PURCHASED UI ASSETS THROUGH THE REGIONAL ELECTRIC TRANSMISSION SYSTEM OR OTHERWISE). SELLER SPECIFICALLY DISCLAIMS ANY REPRESENTATION OR WARRANTY OF MERCHANTABILITY, USAGE, OR SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSES), WHETHER EXPRESSED OR IMPLIED INCLUDING, WITHOUT LIMITATION WARRANTIES PURPOSE WITH RESPECT TO THE PROPERTYGROUP OF PURCHASED UI ASSETS, OR ANY PART THEREOF, OR AS TO THE WORKMANSHIP THEREOF, OR THE ABSENCE OF ANY DEFECTS, OMISSIONS AND/OR OTHER DEFICIENCIES THEREIN, WHETHER LATENT OR PATENT, OR COMPLIANCE WITH LAW, OR AS TO THE CONDITION OF THE GROUP OF PURCHASED UI ASSETS, OR ANY PART THEREOF, INCLUDING WHETHER SELLER POSSESSES SUFFICIENT REAL PROPERTY OR PERSONAL PROPERTY RIGHTS TO OPERATE THE GROUP OF PURCHASED UI ASSETS. EXCEPT SELLER FURTHER SPECIFICALLY DISCLAIMS ANY REPRESENTATION OR WARRANTY REGARDING THE ABSENCE OF HAZARDOUS MATERIALS OR LIABILITY OR POTENTIAL LIABILITY ARISING UNDER ANY ENVIRONMENTAL LAW. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SELLER EXPRESSLY DISCLAIMS ANY REPRESENTATION OR WARRANTY OF ANY KIND REGARDING THE SUITABILITY OF THE GROUP OF PURCHASED UI ASSETS FOR OPERATION AS A PORTION OF THE CONNECTICUT ELECTRIC TRANSMISSION SYSTEM KNOWN AS THE [_________] PROJECT OR THE VALIDITY OR ENFORCEABILITY OF THE CONTRACT OR PERMIT RIGHTS RELATED TO THE GROUP OF PURCHASED UI ASSETS ASSIGNED BY SELLER TO BUYER PURSUANT TO THE ASSIGNMENT AND ASSUMPTION AGREEMENT, OR WHETHER OR NOT ANY OF SUCH CONTRACTS OR PERMITS CAN BE TRANSFERRED TO BUYER AND WHETHER SELLER HAS THE RIGHTS TO TRANSFER OR TO MAKE OTHER ARRANGEMENTS CONCERNING ALL OR ANY PORTION OF SUCH RIGHTS TO BUYER. NO MATERIAL OR INFORMATION PROVIDED BY OR COMMUNICATION (ORAL, WRITTEN OR ELECTRONIC) MADE BY SELLER, AND NO ORAL, WRITTEN OR ELECTRONIC RESPONSE TO ANY INFORMATION REQUEST PROVIDED BY SELLER TO BUYER, WILL CAUSE OR CREATE ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE CONDITION, VALUE OR QUALITY OF THE GROUP OF PURCHASED UI ASSETS THAT IS NOT EXPRESSLY SET FORTH IN THE DEFINITIVE AGREEMENT. BUYER ACKNOWLEDGES AND AGREES THAT THE GROUP OF PURCHASED UI ASSETS IS BEING ACQUIRED "AS IS, WHERE IS" AS OF THE CLOSING DATE, AND IN ITS CONDITION AS OF THE CLOSING DATE, AND THAT PRIOR TO THE EXECUTION AND DELIVERY OF THIS AGREEMENT▇▇▇▇ OF SALE, PURCHASER ACKNOWLEDGES AND PRIOR TO THE CLOSING, BUYER HAS CONDUCTED TO ITS SATISFACTION ALL NECESSARY AND SUFFICIENT EXAMINATION OF THE GROUP OF PURCHASED UI ASSETS, AND THAT IT BUYER IS RELYING ON ITS OWN EXAMINATION OF THE GROUP OF PURCHASED UI ASSETS, AND IS NOT RELYING UPON ON ANY REPRESENTATION OF ANY KIND OR NATURE WARRANTY MADE BY SELLER. BUYER FURTHER ACKNOWLEDGES AND AGREES THAT THE REPRESENTATIONS AND WARRANTIES OF SELLER REGARDING THE GROUP OF PURCHASED UI ASSETS SET FORTH IN THE DEFINITIVE AGREEMENT SHALL TERMINATE AS OF THE CLOSING DATE, AND THAT FOLLOWING THE CLOSING DATE, BUYER SHALL HAVE NO RECOURSE AGAINST SELLER OR ANY OF THE SELLER RELATED PARTIES, ITS AFFILIATES WITH RESPECT TO ANY BREACH OF SUCH REPRESENTATIONS AND WARRANTIES AND/OR OTHERWISE WITH RESPECT TO THE PROPERTY, AND THAT, IN FACT, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT TO THE CONTRARY, NO SUCH REPRESENTATIONS WERE MADE. TO THE EXTENT REQUIRED TO BE OPERATIVE, THE DISCLAIMERS AND WARRANTIES CONTAINED HEREIN ARE "CONSPICUOUS" DISCLAIMERS FOR PURPOSES GROUP OF ANY APPLICABLE LAW, RULE, REGULATION OR ORDERPURCHASED UI ASSETS.

As Is, Where Is. The Property is being sold “As Is – Where Is” without any warranties or representations of Seller, except as otherwise expresslly provided for in this Agreement. Except as expressly set for herein to the contrary, SELLER MAKES NO AND SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS CONCERNING THE PROPERTY INCLUDING, WITHOUT LIMITATION, REPRESENTATIONS AS TO THE VALUE OF THE PROPERTY, THE ENVIRONMENTAL CONDITION OF THE PROPERTY, THE COMPLIANCE OR NON- COMPLIANCE OF THE PROPERTY WITH RESPECT TO APPLICABLE ENVIRONMENTAL, BUILDING, ZONING, LICENSING, PERMITTING, ACCESSIBILITY, AND OTHER LAWS AND REGULATIONS, THE CONDITION AND STRUCTURAL INTEGRITY OF ANY IMPROVEMENTS LOCATED ON THE PROPERTY, ACCESS TO THE PROPERTY, UTILITY SERVICE TO THE PROPERTY, THE SUITABILITY, QUALIFICATION, OR LEGAL SUFFICIENCY OF THE PROPERTY FOR USE IN CONNECTION WITH ANY LIKE KIND EXCHANGE CONTEMPLATED BY PURCHASER, THE PRESENCE OF HAZARDOUS SUBSTANCES ON OR UNDER THE PROPERTY, THE DEVELOPABILITY OF THE PROPERTY, THE COSTS OF OWNING AND OPERATING THE PROPERTY AND THE IMPROVEMENTS LOCATED THEREON, THE PAST, PRESENT, OR PROJECTED FUTURE PERFORMANCE AND PROFITABILITY OF THE PROPERTY, OR ANY OTHER MATTER RELATING TO THE SUBJECT PROPERTY. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT (I) IT IS THE EXPLICIT INTENT OF EACH PARTY THAT THE PROPERTY BEING CONTRIBUTED, CONVEYED, ASSIGNED, TRANSFERRED AND DELIVERED BY THE AT&T CONTRIBUTORS, LEASED BY THE AT&T NEWCOS AND ACCEPTED BY THE TOWER OPERATOR IS BEING SO CONTRIBUTED, LEASED, TRANSFERRED AND ACCEPTED “AS IS, WHERE IS,” WITH ALL FAULTS, AND THAT NO AT&T PARTY AND NO AT&T NEWCO IS MAKING ANY REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, OTHER THAN THOSE EXPRESSLY GIVEN IN THIS AGREEMENT (WHICH SHALL SURVIVE ONLY TO THE CONTRARY, SELLER HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND OR NATURE WHATSOEVER (INCLUDING, WITHOUT LIMITATION, WARRANTIES OF HABITABILITY AND FITNESS FOR PARTICULAR PURPOSES), WHETHER EXPRESSED OR IMPLIED INCLUDING, WITHOUT LIMITATION WARRANTIES WITH RESPECT TO THE PROPERTY. EXCEPT AS IS EXPRESSLY EXTENT SET FORTH IN THIS AGREEMENTSECTION 11.4, PURCHASER ACKNOWLEDGES THAT IT IS NOT RELYING UPON INCLUDING ANY IMPLIED WARRANTY OR REPRESENTATION OF ANY KIND AS TO THE VALUE, CONDITION, MERCHANTABILITY OR NATURE MADE BY SELLER OR SUITABILITY AS TO ANY OF THE SELLER RELATED PARTIESSITES OR THE TOWERS AND EQUIPMENT LOCATED THEREON (OR THE COLLOCATION AGREEMENTS), WITH RESPECT AND ANY REPRESENTATION OR WARRANTY AS TO THE PROPERTYENVIRONMENTAL COMPLIANCE OR CONDITION OF THE SITES OR THE INCLUDED PROPERTY AND (II) PURSUANT TO THE MPL AND OTHER COLLATERAL AGREEMENTS, ACQUIROR AND THATTHE TOWER OPERATOR SHALL ASSUME AND PAY, HONOR AND DISCHARGE WHEN DUE IN FACT, EXCEPT AS EXPRESSLY SET FORTH ACCORDANCE WITH THEIR TERMS ANY AND ALL POST-CLOSING LIABILITIES. NOTWITHSTANDING ANYTHING CONTAINED IN THIS AGREEMENT TO THE CONTRARY, NO SUCH REPRESENTATIONS WERE MADE. REPRESENTATION OR WARRANTY CONTAINED IN THIS AGREEMENT IS INTENDED TO, OR DOES, COVER OR OTHERWISE PERTAIN TO THE EXTENT REQUIRED TO BE OPERATIVE, THE DISCLAIMERS AND WARRANTIES CONTAINED HEREIN ARE "CONSPICUOUS" DISCLAIMERS FOR PURPOSES OF ANY APPLICABLE LAW, RULE, REGULATION EXCLUDED ASSETS OR ORDEREXCLUDED LIABILITIES.

As Is, Where Is. The Property is being sold “As Is – Where Is” without any warranties or representations of Seller, except as otherwise expresslly provided for in this Agreement. Except as expressly set for herein to the contrary, SELLER MAKES NO AND SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS CONCERNING THE PROPERTY INCLUDINGIS BEING DONATED IN ITS “AS IS, WITHOUT LIMITATION, WHERE IS” CONDITION “WITH ALL FAULTS.” DONOR HAS MADE NO REPRESENTATIONS AS TO THE VALUE OF OR WARRANTIES WHETHER EXPRESS OR IMPLIED REGARDING THE PROPERTY, THE ENVIRONMENTAL CONDITION, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROPERTY OR ANY AMENITIES OR IMPROVEMENTS THEREON (INCLUDING WITHOUT LIMITATION ANY WARRANTY RELATING TO THE VALUE, NATURE OR CONDITION OF THE PROPERTY, OR THE COMPLIANCE OR NON- COMPLIANCE OF THE PROPERTY WITH RESPECT TO APPLICABLE ENVIRONMENTAL, BUILDING, ZONING, LICENSING, PERMITTING, ACCESSIBILITY, AND OTHER LAWS AND REGULATIONS, THE CONDITION AND STRUCTURAL INTEGRITY OF ANY IMPROVEMENTS LOCATED ON THE PROPERTY, ACCESS TO THE PROPERTY, UTILITY SERVICE TO THE PROPERTY, THE SUITABILITY, QUALIFICATION, OR LEGAL SUFFICIENCY OF THE PROPERTY FOR USE IN CONNECTION WITH ANY LIKE KIND EXCHANGE CONTEMPLATED BY PURCHASER, THE PRESENCE OF HAZARDOUS SUBSTANCES ON OR UNDER THE PROPERTY, THE DEVELOPABILITY SUBSURFACE OF THE PROPERTY, ITS SUITABILITY FOR DONEE’S PURPOSES OR THE COSTS STATUS OF OWNING AND OPERATING THE PROPERTY AND THE IMPROVEMENTS LOCATED THEREON, THE PAST, PRESENT, OR PROJECTED FUTURE PERFORMANCE AND PROFITABILITY OF THE PROPERTY, OR ANY OTHER MATTER RELATING TO THE SUBJECT PROPERTY. UNDER LOCALLY APPLICABLE LAW) EXCEPT AS EXPRESSLY SET FORTH THOSE WHICH ARE SPECIFICALLY STATED IN THIS AGREEMENT TO CONTRACT OR IN THE CONTRARY, SELLER DEED. DONOR HEREBY DISCLAIMS ANY AND ALL WARRANTIES OF ANY KIND REPRESENTATIONS AND WARRANTIES, WRITTEN OR NATURE WHATSOEVER (ORAL, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF HABITABILITY AND AS TO CONDITION, FITNESS, FITNESS FOR A PARTICULAR PURPOSESPURPOSE, THE WATER, STRUCTURAL INTEGRITY, SOIL, GEOLOGY, THE INCOME TO BE DERIVED FROM THE PROPERTY (IF ANY), WHETHER EXPRESSED OR IMPLIED INCLUDING, WITHOUT LIMITATION WARRANTIES WITH RESPECT TO THE PROPERTY. EXCEPT AS IS EXPRESSLY SET FORTH IN THIS AGREEMENT, PURCHASER ACKNOWLEDGES THAT IT IS NOT RELYING UPON ANY REPRESENTATION FUTURE DEVELOPMENT OF ANY KIND OR NATURE MADE BY SELLER OR ANY OF THE SELLER RELATED PARTIES, WITH RESPECT TO THE PROPERTY, AND THATMERCHANTABILITY, IN FACT, EXCEPT AS EXPRESSLY SET FORTH OR ENVIRONMENTAL STATUS. ANY WARRANTY MADE BY DONOR MUST BE CONTAINED IN THIS AGREEMENT TO CONTRACT OR THE CONTRARY, DEED: THERE ARE NO SUCH REPRESENTATIONS WERE MADEOTHER WARRANTIES. TO THE EXTENT REQUIRED TO BE OPERATIVE, THE DISCLAIMERS ANY WARRANTY BY DONOR CONTAINED IN THIS CONTRACT IS MERELY A CONDITION OF CLOSING AND WARRANTIES CONTAINED HEREIN ARE "CONSPICUOUS" DISCLAIMERS FOR PURPOSES OF ANY APPLICABLE LAW, RULE, REGULATION OR ORDERSHALL NOT SURVIVE CLOSING.

As Is, Where Is. The Property is being sold 5.2.1 EXCEPT AS PROVIDED IN THE EXPRESS REPRESENTATIONS AND WARRANTIES OF SELLER SET FORTH IN SECTIONS 6.1 AND 12 OF THIS AGREEMENT AND IN SELLER’S DEED AND THE OTHER CONVEYANCE DOCUMENTS DELIVERED AT CLOSING (ALL AS HEREINAFTER DEFINED) (COLLECTIVELY, THE “As Is – Where Is” without any warranties or representations of Seller, except as otherwise expresslly provided for in this Agreement. Except as expressly set for herein to the contraryEXPRESS REPRESENTATIONS”), SELLER MAKES NO DOES NOT, BY THE EXECUTION AND SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS CONCERNING THE PROPERTY INCLUDING, WITHOUT LIMITATION, REPRESENTATIONS AS TO THE VALUE DELIVERY OF THE PROPERTY, THE ENVIRONMENTAL CONDITION OF THE PROPERTY, THE COMPLIANCE OR NON- COMPLIANCE OF THE PROPERTY WITH RESPECT TO APPLICABLE ENVIRONMENTAL, BUILDING, ZONING, LICENSING, PERMITTING, ACCESSIBILITYTHIS AGREEMENT, AND OTHER LAWS SELLER SHALL NOT, BY THE EXECUTION AND REGULATIONS, THE CONDITION AND STRUCTURAL INTEGRITY DELIVERY OF ANY IMPROVEMENTS LOCATED ON THE PROPERTY, ACCESS TO THE PROPERTY, UTILITY SERVICE TO THE PROPERTY, THE SUITABILITY, QUALIFICATION, DOCUMENT OR LEGAL SUFFICIENCY OF THE PROPERTY FOR USE INSTRUMENT EXECUTED AND DELIVERED IN CONNECTION WITH THE CLOSING, MAKE ANY LIKE KIND EXCHANGE CONTEMPLATED BY PURCHASERREPRESENTATION OR WARRANTY, THE PRESENCE OF HAZARDOUS SUBSTANCES ON EXPRESS OR UNDER THE PROPERTYIMPLIED, THE DEVELOPABILITY OF THE PROPERTY, THE COSTS OF OWNING AND OPERATING THE PROPERTY AND THE IMPROVEMENTS LOCATED THEREON, THE PAST, PRESENT, OR PROJECTED FUTURE PERFORMANCE AND PROFITABILITY OF THE PROPERTY, OR ANY OTHER MATTER RELATING TO THE SUBJECT PROPERTY. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT TO THE CONTRARY, SELLER HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND OR NATURE WHATSOEVER (INCLUDING, WITHOUT LIMITATION, WARRANTIES OF HABITABILITY AND FITNESS FOR PARTICULAR PURPOSES), WHETHER EXPRESSED OR IMPLIED INCLUDING, WITHOUT LIMITATION WARRANTIES WITH RESPECT TO THE PROPERTY. EXCEPT AS IS EXPRESSLY SET FORTH IN THIS AGREEMENT, PURCHASER ACKNOWLEDGES THAT IT IS NOT RELYING UPON ANY REPRESENTATION OF ANY KIND OR NATURE MADE BY SELLER OR ANY OF THE SELLER RELATED PARTIESWHATSOEVER, WITH RESPECT TO THE PROPERTY, AND THATALL SUCH WARRANTIES ARE HEREBY DISCLAIMED. 5.2.2 WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, IN FACTOTHER THAN THE EXPRESS REPRESENTATIONS, EXCEPT SELLER MAKES, AND SHALL MAKE, NO EXPRESS OR IMPLIED WARRANTY AS EXPRESSLY TO MATTERS OF TITLE, ZONING, ACREAGE, TAX CONSEQUENCES, PHYSICAL OR ENVIRONMENTAL CONDITION (INCLUDING, WITHOUT LIMITATION, LAWS, RULES, REGULATIONS, ORDERS AND REQUIREMENTS PERTAINING TO THE USE, HANDLING, GENERATION, TREATMENT, STORAGE OR DISPOSAL OF ANY TOXIC OR HAZARDOUS WASTE OR TOXIC, HAZARDOUS OR REGULATED SUBSTANCE), VALUATION, GOVERNMENTAL APPROVALS, GOVERNMENTAL REGULATIONS OR ANY OTHER MATTER OR THING RELATING TO OR AFFECTING THE PROPERTY (COLLECTIVELY, THE “DISCLAIMED MATTERS”). 5.2.3 NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH IN THIS AGREEMENT AGREEMENT, BUT SUBJECT TO THE CONTRARYEXPRESS REPRESENTATIONS AND SELLER’S OBLIGATIONS SET FORTH IN SECTION 7.1 OF THIS AGREEMENT, AND SUBJECT TO ARTICLE 10 HEREOF, THE PROPERTY, INCLUDING WITHOUT LIMITATION THE ROOFS, ALL STRUCTURAL COMPONENTS, ALL HEATING, VENTILATING, AIR CONDITIONING, MECHANICAL, PLUMBING, AND ELECTRICAL SYSTEMS, FIRE AND LIFE SAFETY AND ALL OTHER PARTS OF THE IMPROVEMENTS CONSTITUTING A PORTION OF THE PROPERTY, SHALL BE CONVEYED TO PURCHASER, AND PURCHASER SHALL ACCEPT SAME, IN THEIR “AS IS” “WHERE IS” CONDITION ON THE CLOSING DATE, “WITH ALL FAULTS” AND “SUBJECT TO ALL DEFECTS (LATENT AND APPARENT).” PURCHASER ACKNOWLEDGES THAT SELLER’S WILLINGNESS TO SELL THE PROPERTY TO PURCHASER AT THE PURCHASE PRICE HAS BEEN INDUCED, IN PART, BY THE AGREEMENT OF PURCHASER TO PURCHASE THE IMPROVEMENTS AND THE PERSONAL PROPERTY IN SUCH “AS IS” CONDITION. PURCHASER REPRESENTS AND WARRANTS THAT PURCHASER IS A KNOWLEDGEABLE, EXPERIENCED AND SOPHISTICATED BUYER OF MULTI-FAMILY REAL ESTATE AND THAT PURCHASER HAS RELIED AND SHALL RELY SOLELY ON (i) PURCHASER’S OWN EXPERTISE AND THAT OF PURCHASER’S CONSULTANTS IN PURCHASING THE PROPERTY; (ii) PURCHASER’S OWN KNOWLEDGE OF THE PROPERTY BASED ON PURCHASER’S INVESTIGATIONS AND INSPECTIONS OF THE PROPERTY; AND (iii) THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY MADE BY SELLER IN SECTION 6.1 OF THIS AGREEMENT AND IN THE DEED AND OTHER CONVEYANCE DOCUMENTS DELIVERED AT CLOSING. BY THE CLOSING DATE, PURCHASER WILL HAVE CONDUCTED SUCH INSPECTIONS AND INVESTIGATIONS OF THE PROPERTY AS PURCHASER DEEMS NECESSARY, INCLUDING THE PHYSICAL AND ENVIRONMENTAL CONDITIONS THEREOF, AND SHALL RELY UPON THE SAME. PURCHASER ACKNOWLEDGES AND AGREES THAT THERE ARE NO SUCH ORAL AGREEMENTS, WARRANTIES OR REPRESENTATIONS WERE MADE. WITH RESPECT TO THE EXTENT REQUIRED TO BE OPERATIVE, THE DISCLAIMERS PROPERTY MADE BY SELLER (OTHER THAN THOSE REPRESENTATIONS AND WARRANTIES CONTAINED HEREIN ARE "CONSPICUOUS" DISCLAIMERS FOR PURPOSES EXPRESSLY MADE BY SELLER IN SECTION 6.1 OF ANY APPLICABLE LAWTHIS AGREEMENT AND IN THE DEED AND OTHER CONVEYANCE DOCUMENTS DELIVERED AT CLOSING). PURCHASER HEREBY ACKNOWLEDGES, RULEREPRESENTS AND WARRANTS THAT IT IS NOT IN A DISPARATE BARGAINING POSITION WITH RESPECT TO SELLER IN CONNECTION WITH THE TRANSACTION CONTEMPLATED HEREBY, REGULATION OR ORDER.THAT PURCHASER FREELY AND FAIRLY AGREED TO THE WAIVERS AND CONDITIONS OF THIS SECTION 5.2 AS PART OF THE NEGOTIATIONS OF THIS AGREEMENT, AND PURCHASER HAS BEEN REPRESENTED BY ADEQUATE LEGAL COUNSEL IN CONNECTION HEREWITH AND HAS CONFERRED WITH SUCH LEGAL COUNSEL CONCERNING THE WAIVERS AND OTHER CONDITIONS OF THIS SECTION 5.2. PURCHASER’S INITIALS

As Is, Where Is. The Property is being sold “As Is – Where Is” Purchaser acknowledges, represents and warrants that any information supplied or made available by Sellers, whether written or oral or in the form of maps, surveys, plats, environmental reports, engineering studies, inspection reports, plans, specifications or any other information whatsoever, without any warranties or representations of Sellerexception, except as otherwise expresslly provided for in this Agreement. Except as expressly set for herein pertaining to the contraryAssets, SELLER MAKES NO any and all records, rent rolls and other documents pertaining to the use or occupancy of the Facilities, the Encumbered Properties, the Greensville Premises or any portion of any thereof, the income thereof, the costs and expenses of the maintenance thereof, and any and all other matters concerning the condition, suitability, integrity, marketability, compliance with Laws or other attributes of the Assets or the Encumbered Properties or any part thereof, has been furnished to Purchaser solely to assist in Purchaser’s review and investigation of the Assets. Further, Purchaser acknowledges that, as of the Applicable Closing Date for an Asset, Purchaser will be familiar with such Asset and will have made all such independent investigations as Purchaser deems necessary or appropriate concerning such Asset. AS SUCH, THE ASSETS ARE SOLD BY SELLERS, AND SPECIFICALLY DISCLAIMS ARE HEREBY ACCEPTED BY PURCHASER, AS IS, WHERE IS AND WITH ALL FAULTS, AND WITHOUT ANY REPRESENTATIONS CONCERNING OR WARRANTIES WHATSOEVER, EXPRESSED OR IMPLIED, WRITTEN OR ORAL, EXCEPT FOR THE PROPERTY INCLUDINGREPRESENTATIONS AND WARRANTIES EXPRESSLY MADE HEREIN. PURCHASER HEREBY UNCONDITIONALLY WAIVES AND EXCLUDES, WITHOUT LIMITATIONAND SELLERS DISCLAIM, ALL REPRESENTATIONS AND WARRANTIES (EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY MADE BY SELLERS HEREIN), INCLUDING ANY AND ALL EXPRESS OR IMPLIED REPRESENTATIONS AND WARRANTIES AS TO TO: (i) THE VALUE OF THE PROPERTY, THE ENVIRONMENTAL CONDITION OF THE PROPERTYFACILITIES, THE COMPLIANCE ENCUMBERED PROPERTIES, THE GREENSVILLE LEASE, THE GREENSVILLE PREMISES, THE MORTGAGE LOANS OR NON- COMPLIANCE ANY ASPECT OF ANY THEREOF, INCLUDING ANY AND ALL EXPRESS OR IMPLIED REPRESENTATIONS AND WARRANTIES RELATED TO SUITABILITY FOR HABITATION, MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE; (ii) THE NATURE OR QUALITY OF CONSTRUCTION, STRUCTURAL DESIGN OR ENGINEERING OF THE PROPERTY FACILITIES, THE ENCUMBERED PROPERTIES OR THE GREENSVILLE PREMISES; (iii) THE QUALITY OF THE LABOR OR MATERIALS INCLUDED IN THE FACILITIES, THE ENCUMBERED PROPERTIES OR THE GREENSVILLE PREMISES; (iv) THE SOIL CONDITIONS, DRAINAGE, TOPOGRAPHICAL FEATURES OR OTHER CONDITIONS OF THE FACILITIES, THE ENCUMBERED PROPERTIES OR THE GREENSVILLE PREMISES OR WHICH AFFECT ANY THEREOF; (v) ANY FEATURES OR CONDITIONS AT OR WHICH AFFECT THE ASSETS, THE ENCUMBERED PROPERTIES OR THE GREENSVILLE PREMISES WITH RESPECT TO APPLICABLE ENVIRONMENTALANY PARTICULAR PURPOSE, BUILDINGUSE, ZONINGDEVELOPMENTAL POTENTIAL, LICENSING, PERMITTING, ACCESSIBILITY, AND OTHER LAWS AND REGULATIONS, THE CONDITION AND STRUCTURAL INTEGRITY OF ANY IMPROVEMENTS LOCATED ON THE PROPERTY, ACCESS TO THE PROPERTY, UTILITY SERVICE TO THE PROPERTY, THE SUITABILITY, QUALIFICATION, CASH FLOW OR LEGAL SUFFICIENCY OF THE PROPERTY FOR USE IN CONNECTION WITH ANY LIKE KIND EXCHANGE CONTEMPLATED BY PURCHASER, THE PRESENCE OF HAZARDOUS SUBSTANCES ON OR UNDER THE PROPERTY, THE DEVELOPABILITY OF THE PROPERTY, THE COSTS OF OWNING AND OPERATING THE PROPERTY AND THE IMPROVEMENTS LOCATED THEREON, THE PAST, PRESENT, OR PROJECTED FUTURE PERFORMANCE AND PROFITABILITY OF THE PROPERTY, OR ANY OTHER MATTER RELATING TO THE SUBJECT PROPERTY. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT TO THE CONTRARY, SELLER HEREBY DISCLAIMS OTHERWISE; (vi) ALL WARRANTIES OF ANY KIND OR NATURE WHATSOEVER (INCLUDING, WITHOUT LIMITATION, WARRANTIES OF HABITABILITY AND FITNESS FOR PARTICULAR PURPOSES), WHETHER EXPRESSED EXPRESS OR IMPLIED INCLUDING, WITHOUT LIMITATION REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE PROPERTY. EXCEPT AS IS EXPRESSLY SET FORTH IN THIS AGREEMENT, PURCHASER ACKNOWLEDGES THAT IT IS NOT RELYING UPON CREATED BY ANY REPRESENTATION AFFIRMATION OF FACT OR PROMISE OR BY ANY KIND OR NATURE MADE BY SELLER OR DESCRIPTION OF ANY OF THE SELLER RELATED PARTIES, WITH RESPECT TO THE PROPERTY, AND THAT, IN FACT, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT TO THE CONTRARY, NO SUCH REPRESENTATIONS WERE MADE. TO THE EXTENT REQUIRED TO BE OPERATIVEFACILITIES, THE DISCLAIMERS ENCUMBERED PROPERTIES, THE GREENSVILLE PREMISES OR THE MORTGAGE LOANS; (vii) ANY ENVIRONMENTAL, GEOLOGICAL, METEOROLOGICAL, STRUCTURAL OR OTHER CONDITION OR HAZARD OR THE ABSENCE THEREOF HERETOFORE, NOW OR HEREAFTER AFFECTING IN ANY MANNER ANY OF THE FACILITIES, THE ENCUMBERED PROPERTIES OR THE GREENSVILLE PREMISES; (viii) CLAIMS REGARDING DEFECTS WHICH WERE NOT OR ARE NOT DISCOVERABLE; (ix) PRODUCT LIABILITY CLAIMS IN ANY MANNER RELATED TO ANY OF THE ASSETS, THE GREENSVILLE LEASE OR THE GREENSVILLE PREMISES; AND (x) ALL OTHER EXPRESS OR IMPLIED WARRANTIES AND REPRESENTATIONS BY SELLERS WHATSOEVER (EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED HEREIN ARE "CONSPICUOUS" DISCLAIMERS FOR PURPOSES OF ANY APPLICABLE LAW, RULE, REGULATION OR ORDEREXPRESSLY MADE BY SELLERS HEREIN).

As Is, Where Is. The Property is being sold “As Is – Where Is” without any warranties or representations of Seller, except as otherwise expresslly provided for in this Agreement. Except as expressly set for herein to the contrary, SELLER MAKES NO AND SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS CONCERNING THE PROPERTY INCLUDING, WITHOUT LIMITATION, REPRESENTATIONS (i) EXCEPT AS TO THE VALUE OF THE PROPERTY, THE ENVIRONMENTAL CONDITION OF THE PROPERTY, THE COMPLIANCE OR NON- COMPLIANCE OF THE PROPERTY WITH RESPECT TO APPLICABLE ENVIRONMENTAL, BUILDING, ZONING, LICENSING, PERMITTING, ACCESSIBILITY, AND OTHER LAWS AND REGULATIONS, THE CONDITION AND STRUCTURAL INTEGRITY OF ANY IMPROVEMENTS LOCATED ON THE PROPERTY, ACCESS TO THE PROPERTY, UTILITY SERVICE TO THE PROPERTY, THE SUITABILITY, QUALIFICATIONOTHERWISE EXPRESSLY PROVIDED HEREIN, OR LEGAL SUFFICIENCY OF IN THE PROPERTY FOR USE IN CONNECTION WITH ANY LIKE KIND EXCHANGE CONTEMPLATED BY PURCHASER, THE PRESENCE OF HAZARDOUS SUBSTANCES ON OR UNDER THE PROPERTY, THE DEVELOPABILITY OF THE PROPERTY, THE COSTS OF OWNING AND OPERATING THE PROPERTY AND THE IMPROVEMENTS LOCATED THEREON, THE PAST, PRESENT, OR PROJECTED FUTURE PERFORMANCE AND PROFITABILITY OF THE PROPERTY, DEED OR ANY OTHER MATTER RELATING TO THE SUBJECT PROPERTY. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT TO THE CONTRARYINSTRUMENT DELIVERED BY SELLER AT CLOSING, SELLER HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND OR NATURE WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INCLUDING WARRANTIES OF HABITABILITY HABITABILITY, MERCHANTABILITY AND FITNESS FOR PARTICULAR PURPOSESPURPOSE), WHETHER EXPRESSED OR IMPLIED IMPLIED, INCLUDING, WITHOUT LIMITATION BUT NOT LIMITED TO, WARRANTIES WITH RESPECT TO THE PROPERTY, THE ZONING OF THE LAND, THE SOIL CONDITIONS OF THE LAND, OR THE SUITABILITY OF THE PROPERTY FOR PURCHASER’S INTENDED USE THEREOF. EXCEPT AS IS EXPRESSLY SET FORTH IN THIS AGREEMENT, PURCHASER ACKNOWLEDGES THAT IT PURCHASER HAS BEEN PERMITTED AN OPPORTUNITY TO CONDUCT A DILIGENT INVESTIGATION OF THE PROPERTY WITH REGARD TO ITS CONDITION, PERMITTED USE, AND SUITABILITY FOR PURCHASER’S INTENDED USE THEREOF, AS WELL AS ALL OTHER FACTORS DEEMED MATERIAL TO PURCHASER AND HAS BEEN AFFORDED AN OPPORTUNITY TO EMPLOY SUCH INDEPENDENT PROFESSIONALS IN CONNECTION THEREWITH AS DEEMED NECESSARY BY PURCHASER. PURCHASER FURTHER ACKNOWLEDGES THAT SHOULD THIS AGREEMENT PROCEED TO CLOSING, PURCHASER WILL PURCHASE THE PROPERTY “AS IS” AND IN ITS CONDITION AS OF THE DATE OF CLOSING, AND THAT PURCHASER IS NOT RELYING UPON ANY REPRESENTATION OF ANY KIND OR NATURE MADE BY SELLER SELLER, OR ANY OF THE SELLER RELATED PARTIESITS EMPLOYEES, OR AGENTS WITH RESPECT TO THE PROPERTY, AND THAT, IN FACT, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT TO THE CONTRARY, NO SUCH REPRESENTATIONS WERE MADE. , EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN. (ii) WITHOUT IN ANY WAY LIMITING THE TERMS OF THE PRECEDING PARAGRAPH, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, SELLER MAKES NO WARRANTY WITH RESPECT TO THE PRESENCE ON OR BENEATH THE PROPERTY OF HAZARDOUS SUBSTANCES OR MATERIALS 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, AND SHALL HAVE NO LIABILITY TO PURCHASER EXCEPT TO THE EXTENT REQUIRED SELLER IS DETERMINED TO BE OPERATIVE, A RESPONSIBLE PARTY FOR ANY ENVIRONMENTAL CONDITION AT THE DISCLAIMERS PROPERTY. PURCHASER ACKNOWLEDGES THAT IT HAS HAD AN OPPORTUNITY FOR INSPECTION AND WARRANTIES CONTAINED HEREIN ARE "CONSPICUOUS" DISCLAIMERS FOR PURPOSES INVESTIGATION OF ANY APPLICABLE LAW, RULE, REGULATION THE PROPERTY TO MAKE ITS OWN DETERMINATION WITH RESPECT TO THE PRESENCE ON OR ORDERBENEATH THE PROPERTY OF SUCH HAZARDOUS SUBSTANCES OR MATERIALS.

As Is, Where Is. The Property is being sold IT IS UNDERSTOOD AND AGREED THAT EXCEPT AS MAY BE EXPRESSLY AND UNAMBIGUOUSLY SET FORTH IN THIS AGREEMENT, (A) THE PURCHASED ASSETS ARE BEING SOLD BY SELLER AND PURCHASED AND ACCEPTED BY PURCHASER ON AN “As Is – Where IsAS IS,” without any warranties or representations of Seller“WHERE IS” AND “WITH ALL FAULTS” BASIS, except as otherwise expresslly provided for in this Agreement. Except as expressly set for herein to the contrarySUBJECT TO ANY CONDITION WHICH MAY EXIST, AND WITHOUT THE EXISTENCE OF AND WITHOUT RELIANCE UPON ANY REPRESENTATION, WARRANTY, AGREEMENT, OR STATEMENT BY SELLER, OR ANYONE ACTING ON BEHALF OF SELLER MAKES NO EXCEPT THOSE REPRESENTATIONS, WARRANTIES AND AGREEMENTS SPECIFICALLY DISCLAIMS AND UNAMBIGUOUSLY SET FORTH IN THIS AGREEMENT; (B) PURCHASER IS BEING GIVEN THE OPPORTUNITY TO THOROUGHLY INSPECT AND EXAMINE THE PURCHASED ASSETS TO THE EXTENT DEEMED NECESSARY BY PURCHASER IN ORDER TO ENABLE PURCHASER TO EVALUATE THE PURCHASE OF THE PURCHASED ASSETS ON THE FOREGOING BASIS; AND (C) PURCHASER IS RELYING SOLELY UPON SUCH INSPECTIONS, EXAMINATION, AND EVALUATION OF THE PURCHASED ASSETS BY PURCHASER IN PURCHASING THE PURCHASED ASSETS ON AN “AS IS”, “WHERE IS” AND “WITH ALL FAULTS” BASIS, WITHOUT REPRESENTATION, WARRANTY, AGREEMENT OR STATEMENT BY SELLER OR ANYONE ACTING ON BEHALF OF SELLER, EXPRESS OR IMPLIED, OF ANY REPRESENTATIONS CONCERNING THE PROPERTY INCLUDINGKIND OR NATURE, INCLUDING WITHOUT LIMITATION, REPRESENTATIONS AS WITH RESPECT TO THE VALUE PHYSICAL, ENVIRONMENTAL AND GEOLOGICAL CONDITION OF THE PURCHASED ASSETS, AND/OR THE FUTURE PROSPECTS OF THE PURCHASED ASSETS, AND SELLER IS NOT MAKING ANY WARRANTY OF MERCHANTABILITY, SUITABILITY OR FITNESS FOR A PARTICULAR PURPOSE, INCLUDING WITHOUT LIMITATION: (i) the quality, nature, habitability, merchantability, use, operation, value, marketability, adequacy or physical condition of the Premises or any aspect or portion thereof, including, without limitation, structural elements, foundation, roof, appurtenances, access, landscaping, parking Facility, electrical, mechanical, HVAC, plumbing, sewage, and utility systems, Facility and appliances, soils, geology and groundwater, (ii) the dimensions or lot size of the Land or the square footage of the Improvements thereon or of any tenant space therein, (iii) the development or income potential, or rights of or relating to, the Property, or the Property’s use, habitability, merchantability, or fitness, or the suitability, value or adequacy of the Property for any particular purpose, (iv) the zoning or other legal status of the Property or any other public or private restrictions on the use of the Property, (v) the compliance of the Property or its operation with any applicable codes, laws, regulations, statutes, ordinances, covenants, conditions and restrictions of any governmental authority or of any other person or entity (including, without limitation, the Americans with Disabilities Act), (vi) the ability of Purchaser to obtain any necessary governmental approvals, licenses or permits for Purchaser’s intended use or development of the Property, (vii) the quality of any labor and materials used in any Improvements, (viii) the condition of title to the Property, (ix) the leases, contracts or any other agreements affecting the Property or the intentions of any party with respect to the negotiation and/or execution of any lease or contract with respect to the Property or (x) the economics of, or the income and expenses, revenue or expense projections or other financial matters, relating to, the operation of the Property. PURCHASER REPRESENTS TO SELLER THAT PURCHASER HAS CONDUCTED, OR WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS OF THE PROPERTY, INCLUDING BUT NOT LIMITED TO, THE PHYSICAL AND ENVIRONMENTAL CONDITIONS THEREOF, AS PURCHASER DEEMS NECESSARY TO SATISFY ITSELF AS TO THE CONDITION OF THE PROPERTY, THE COMPLIANCE OR NON- COMPLIANCE OF THE PROPERTY WITH RESPECT TO APPLICABLE ENVIRONMENTAL, BUILDING, ZONING, LICENSING, PERMITTING, ACCESSIBILITY, AND OTHER LAWS AND REGULATIONS, THE CONDITION AND STRUCTURAL INTEGRITY OF ANY IMPROVEMENTS LOCATED ON THE PROPERTY, ACCESS TO THE PROPERTY, UTILITY SERVICE TO THE PROPERTY, THE SUITABILITY, QUALIFICATION, OR LEGAL SUFFICIENCY OF THE PROPERTY FOR USE IN CONNECTION WITH ANY LIKE KIND EXCHANGE CONTEMPLATED BY PURCHASER, THE PRESENCE OF HAZARDOUS SUBSTANCES ON OR UNDER THE PROPERTY, THE DEVELOPABILITY OF THE PROPERTY, THE COSTS OF OWNING AND OPERATING THE PROPERTY AND THE IMPROVEMENTS LOCATED THEREON, EXISTENCE OR NONEXISTENCE OF CURATIVE ACTION TO BE TAKEN WITH RESPECT TO ANY HAZARDOUS OR TOXIC SUBSTANCES ON OR DISCHARGED FROM THE PAST, PRESENT, OR PROJECTED FUTURE PERFORMANCE AND PROFITABILITY OF THE PROPERTY, OR ANY OTHER MATTER RELATING TO THE SUBJECT PROPERTY. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND THE CLOSING DOCUMENTS, AFTER CLOSING, PURCHASER IS SOLELY RESPONSIBLE FOR OBTAINING ANY CERTIFICATE OF OCCUPANCY OR ANY OTHER APPROVAL OR PERMIT NECESSARY FOR TRANSFER OR OCCUPANCY OF THE PREMISES AND FOR ANY REPAIRS OR ALTERATIONS NECESSARY TO OBTAIN THE CONTRARYSAME, SELLER HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND OR NATURE WHATSOEVER AT PURCHASER’S SOLE COST AND EXPENSE. Seller is hereby released from all responsibility and liability to Purchaser regarding the condition (INCLUDINGincluding its physical condition and its compliance with applicable laws, WITHOUT LIMITATIONand the presence in the soil, WARRANTIES OF HABITABILITY AND FITNESS FOR PARTICULAR PURPOSESair, structures and surface and subsurface waters, of hazardous materials or substances that have been or may in the future be determined to be toxic, hazardous, undesirable or subject to regulation and that may need to be specially treated, handled and/or removed from the Property under current or future federal, state and local laws, regulations or guidelines), WHETHER EXPRESSED OR IMPLIED INCLUDINGvaluation, WITHOUT LIMITATION WARRANTIES WITH RESPECT TO THE PROPERTYsalability or utility of the Property, or its suitability for any purpose whatsoever except to the extent that such responsibility or liability is the result of the material inaccuracy (if any) of Seller’s representations expressly set forth herein. EXCEPT AS IS EXPRESSLY SET FORTH IN THIS AGREEMENTUpon Closing, PURCHASER ACKNOWLEDGES THAT IT IS NOT RELYING UPON ANY REPRESENTATION OF ANY KIND OR NATURE MADE BY SELLER OR ANY OF THE SELLER RELATED PARTIESPurchaser further hereby waives (and by closing this transaction will be deemed to have waived) any and all objections and complaints (including, WITH RESPECT TO THE PROPERTYbut not limited to, AND THATfederal, IN FACTstate and local statutory and common law based actions, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT TO THE CONTRARYand any private right of action under any federal, NO SUCH REPRESENTATIONS WERE MADEstate or local laws, regulations or guidelines to which the Property is or may be subject, including, but not limited to, Comprehensive Environmental Response, Compensation, and Liability Act (“CERCLA”)) concerning the physical characteristics and any existing conditions of the property, including without limitation, any of Seller’s obligations relating to the physical, environmental or legal compliance status of the Property, whether arising before or after the date hereof. TO THE EXTENT REQUIRED TO BE OPERATIVEThe foregoing waiver and release by Purchaser shall survive either (i) the Closing and the recordation of the Deed, THE DISCLAIMERS AND WARRANTIES CONTAINED HEREIN ARE "CONSPICUOUS" DISCLAIMERS FOR PURPOSES OF ANY APPLICABLE LAWand shall not be deemed merged into the Deed upon its recordation, RULE, REGULATION OR ORDERor (ii) any termination of this Agreement.

As Is, Where Is. The Property is being sold “As Is – Where Is” without any warranties or representations of SellerAS A MATERIAL PART OF THE CONSIDERATION FOR THIS DEED, except as otherwise expresslly provided for in this Agreement. Except as expressly set for herein to the contrary, SELLER MAKES NO GRANTOR AND SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS CONCERNING GRANTEE ACKNOWLEDGE AND AGREE THAT GRANTEE IS TAKING THE PROPERTY INCLUDING“AS IS, WHERE IS, WITH ALL FAULTS,” WITH ANY AND ALL LATENT AND PATENT DEFECTS AND THAT THERE IS NO WARRANTY BY GRANTOR THAT THE PROPERTY (OR ANY PART THEREOF) HAS A PARTICULAR FINANCIAL VALUE OR IS FIT FOR A PARTICULAR PURPOSE. GRANTEE ACKNOWLEDGES AND STIPULATES THAT GRANTEE IS NOT RELYING ON ANY REPRESENTATION, STATEMENT, AGREEMENT, INDUCEMENT OR OTHER ASSERTION WITH RESPECT TO THE CONDITION OF THE PROPERTY (TO INCLUDE, WITHOUT LIMITATION, REPRESENTATIONS AS TO THE VALUE ENVIRONMENTAL OR PHYSICAL CONDITION OF THE PROPERTY OR BUILDING) BUT IS RELYING SOLELY ON GRANTEE’S EXAMINATION OF THE PROPERTY, . GRANTEE TAKES THE ENVIRONMENTAL PROPERTY WITH THE EXPRESS UNDERSTANDING AND STIPULATION THAT THERE ARE NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS BY GRANTOR OF ANY KIND. GRANTEE'S ACCEPTANCE OF THE PROPERTY IS AT THE SOLE RISK AND LIABILITY OF GRANTEE WITH RESPECT TO I) THE PRESENT STATUS AND CONDITION OF THE PROPERTY, THE COMPLIANCE OR NON- COMPLIANCE OF THE PROPERTY WITH RESPECT TO APPLICABLE ENVIRONMENTAL, BUILDING, ZONING, LICENSING, PERMITTING, ACCESSIBILITY, AND OTHER LAWS AND REGULATIONS, THE CONDITION AND STRUCTURAL INTEGRITY OF ANY IMPROVEMENTS LOCATED ON THE PROPERTY, ACCESS TO THE PROPERTY, UTILITY SERVICE TO THE PROPERTY, II) THE SUITABILITY, QUALIFICATION, FITNESS OR LEGAL SUFFICIENCY ACCEPTABILITY OF THE PROPERTY FOR USE IN CONNECTION WITH ANY LIKE KIND EXCHANGE CONTEMPLATED BY PURCHASERGRANTOR'S PURPOSES. FURTHER, GRANTEE ACKNOWLEDGES AND STIPULATES THAT IT HAS HAD ACCESS TO THE PRESENCE OF HAZARDOUS SUBSTANCES ON OR UNDER THE PROPERTY, THE DEVELOPABILITY PROPERTY TO CONDUCT ITS OWN INVESTIGATION AND ASSESSMENT AND IS WELL AWARE OF THE PROPERTY, THE COSTS CONDITION OF OWNING AND OPERATING THE PROPERTY AND THE IMPROVEMENTS LOCATED THEREON, THE PAST, PRESENT, OR PROJECTED FUTURE PERFORMANCE AND PROFITABILITY OF THE PROPERTY, OR ANY OTHER MATTER RELATING TO THE SUBJECT PROPERTY. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT TO THE CONTRARY, SELLER HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND OR NATURE WHATSOEVER (INCLUDING, WITHOUT LIMITATION, WARRANTIES OF HABITABILITY AND FITNESS FOR PARTICULAR PURPOSES), WHETHER EXPRESSED OR IMPLIED INCLUDING, WITHOUT LIMITATION WARRANTIES WITH RESPECT TO THE PROPERTY. EXCEPT AS IS EXPRESSLY SET FORTH IN THIS AGREEMENT, PURCHASER ACKNOWLEDGES THAT IT IS NOT RELYING UPON ANY REPRESENTATION OF ANY KIND OR NATURE MADE BY SELLER OR ANY OF THE SELLER RELATED PARTIES, WITH RESPECT TO THE PROPERTY, AND THAT, IN FACT, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT TO THE CONTRARY, NO SUCH REPRESENTATIONS WERE MADE. TO THE EXTENT REQUIRED TO BE OPERATIVE, THE DISCLAIMERS AND WARRANTIES CONTAINED HEREIN ARE "CONSPICUOUS" DISCLAIMERS FOR PURPOSES OF ANY APPLICABLE LAW, RULE, REGULATION OR ORDERBUILDING.

As Is, Where Is. The Property (a) Purchaser represents that by reason of its business and financial experience and the business and financial experience of those persons retained by Purchaser to advise it with respect to its investment in the Property, Purchaser has sufficient knowledge, sophistication, and experience in business and financial matters to evaluate the merits and risks of the prospective investment. Purchaser has had an adequate opportunity and time to review and analyze the risks attendant to the transactions contemplated in this Agreement with the assistance and guidance of competent professionals. Purchaser represents, warrants, and agrees that, except for the representations and warranties expressly set forth in Section 5.01 hereof or in any document or certificate executed by Seller pursuant to the terms of this Agreement, Purchaser is being sold “As Is – Where Is” without relying on its own inspections, examinations, and investigations in making the decision to purchase the Property. PURCHASER ACKNOWLEDGES FOR PURCHASER AND PURCHASER’S SUCCESSORS, HEIRS AND ASSIGNEES, (I) PURCHASER HAS BEEN OR WILL PRIOR TO CLOSING BE GIVEN A REASONABLE OPPORTUNITY TO INSPECT AND INVESTIGATE THE PROPERTY, ALL IMPROVEMENTS THEREON AND ALL ASPECTS RELATING THERETO, INCLUDING ALL DOCUMENTS, EITHER INDEPENDENTLY OR THROUGH AGENTS AND EXPERTS OF PURCHASER’S CHOOSING, AND (II) THAT PURCHASER IS ACQUIRING THE PROPERTY BASED UPON PURCHASER’S OWN INVESTIGATION AND INSPECTION THEREOF. (b) Except for the representations and warranties expressly set forth in Section 5.01 hereof or in any warranties document or representations certificate executed by Seller pursuant to the terms of this Agreement, Purchaser is not relying and has not relied on Seller or any of Seller’s Indemnitees as to (i) the quality, nature, adequacy, or physical condition of the Property, including the structural elements, foundations, roofs, appurtenances, access, landscaping, parking facilities, electrical, mechanical, HVAC, plumbing, sewage or utility systems, facilities, or appliances at the Property or any portion of the Property, (ii) the quality, nature, adequacy, or physical condition of soils or the existence of ground water which comprise a part of the Real Property, (iii) the existence, quality, nature, adequacy, or physical condition of any utility serving the Real Property, (iv) the ad valorem taxes now or hereafter payable on the Property or the valuation of the Property for ad valorem tax purposes, (v) the development potential of the Real Property or the habitability, merchantability or fitness, suitability, or adequacy of the Property or any portion thereof for any particular use or purpose, (vi) the zoning or other legal status of any portion of the Property, (vii) the compliance by the Property, or any portion of the Property, or the operations conducted on or at the Property, with any Environmental Laws or any other Legal Requirements or other covenants, conditions, or restrictions, (viii) the quality of any labor or materials relating in any manner to the Property, or (ix) except as otherwise expresslly expressly provided for in this Agreement. Except as expressly set for herein , the condition of title to the contraryProperty or the nature, status, and extent of any right-of-way, lease, right of redemption, possession, lien, encumbrance, license, reservation, covenant, condition, restriction, or any other matter affecting title to the Property. (c) EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN SECTION 5.01 HEREOF OR IN ANY DOCUMENT OR CERTIFICATE EXECUTED BY SELLER MAKES PURSUANT TO THE TERMS OF THIS AGREEMENT, THE SALE AND CONVEYANCE BY SELLER TO PURCHASER OF ALL RIGHT, TITLE, AND INTEREST OF SELLER IN AND TO THE PROPERTY WILL BE MADE WITHOUT ANY WARRANTY OR RECOURSE WHATSOEVER, IT BEING UNDERSTOOD THAT PURCHASER WILL TAKE THE PROPERTY “AS IS” AND “WHERE IS.” WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN SECTION 5.01 HEREOF OR IN ANY DOCUMENT OR CERTIFICATE EXECUTED BY SELLER PURSUANT TO THE TERMS OF THIS AGREEMENT, PURCHASER ACKNOWLEDGES THAT SELLER HAS MADE NO AND SPECIFICALLY DISCLAIMS REPRESENTATIONS OR WARRANTIES OF ANY REPRESENTATIONS CONCERNING KIND OR CHARACTER, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROPERTY INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OR REPRESENTATIONS AS TO THE VALUE TITLE, ABSENCE OF THE PROPERTYVICES OR DEFECTS (WHETHER APPARENT OR LATENT, KNOWN OR UNKNOWN, EASILY DISCOVERABLE OR HIDDEN), HABITABILITY, MERCHANTABILITY, FITNESS FOR ANY ORDINARY USE, FITNESS FOR ANY INTENDED USE OR PARTICULAR PURPOSE, ZONING, TAX CONSEQUENCES, PHYSICAL CONDITION, UTILITIES, OPERATING HISTORY OR PROJECTIONS, VALUATION, GOVERNMENTAL APPROVALS, THE ENVIRONMENTAL CONDITION OF THE PROPERTY, THE COMPLIANCE OR NON- COMPLIANCE OF THE PROPERTY WITH RESPECT TO APPLICABLE ENVIRONMENTALLEGAL REQUIREMENTS, BUILDINGINCLUDING WITHOUT LIMITATION THE AMERICANS WITH DISABILITIES ACT OF 1990, ZONING42 U.S.C. 12101, LICENSING, PERMITTING, ACCESSIBILITY, AND OTHER LAWS AND REGULATIONSET SEQ., THE CONDITION AND STRUCTURAL INTEGRITY TRUTH, ACCURACY, OR COMPLETENESS OF ANY IMPROVEMENTS LOCATED ON THE PROPERTYMATERIALS, ACCESS TO THE PROPERTY, UTILITY SERVICE TO THE PROPERTY, THE SUITABILITY, QUALIFICATIONDATA, OR LEGAL SUFFICIENCY INFORMATION PROVIDED BY OR ON BEHALF OF SELLER TO PURCHASER, OR THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS INCORPORATED INTO THE PROPERTY OR THE MANNER OF REPAIR, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE PROPERTY FOR USE IN CONNECTION WITH ANY LIKE KIND EXCHANGE CONTEMPLATED BY PURCHASER, THE PRESENCE OF HAZARDOUS SUBSTANCES ON OR UNDER THE PROPERTY, THE DEVELOPABILITY OF THE PROPERTY, THE COSTS OF OWNING AND OPERATING THE PROPERTY AND THE IMPROVEMENTS LOCATED THEREON, THE PAST, PRESENT, OR PROJECTED FUTURE PERFORMANCE AND PROFITABILITY OF THE PROPERTY, OR ANY OTHER MATTER RELATING TO THE SUBJECT PROPERTYPORTION THEREOF. EXCEPT AS UNLESS EXPRESSLY SET FORTH IN THIS AGREEMENT OR IN ANY OTHER DOCUMENT OR CERTIFICATE EXECUTED AND DELIVERED BY SELLER PURSUANT TO THE CONTRARYTERMS OF THIS AGREEMENT, SELLER HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND OR NATURE WHATSOEVER (INCLUDING, WITHOUT LIMITATION, WARRANTIES OF HABITABILITY AND FITNESS FOR PARTICULAR PURPOSES), WHETHER EXPRESSED OR IMPLIED INCLUDING, WITHOUT LIMITATION SUCH WARRANTIES WITH RESPECT TO THE PROPERTYPROPERTY ARE HEREBY DISCLAIMED BY SELLER AND EXPRESSLY WAIVED BY PURCHASER. EXCEPT AS IS FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN SECTION 5.01 HEREOF OR IN ANY DOCUMENT OR CERTIFICATE EXECUTED BY SELLER PURSUANT TO THE TERMS OF THIS AGREEMENT, PURCHASER ACKNOWLEDGES THAT IT HAS NOT RELIED AND WILL NOT RELY ON, AND SELLER IS NOT RELYING UPON LIABLE FOR OR BOUND BY, ANY REPRESENTATION OF EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, STATEMENTS, REPRESENTATIONS, OR INFORMATION PERTAINING OR RELATING TO THE PROPERTY MADE OR FURNISHED BY SELLER, ANY KIND PARTY ACTING OR NATURE MADE BY SELLER PURPORTING TO ACT FOR SELLER, OR ANY OF THE SELLER RELATED PARTIESREAL ESTATE BROKER OR AGENT REPRESENTING OR PURPORTING TO REPRESENT SELLER, WITH RESPECT TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, VERBALLY OR IN WRITING. PURCHASER FURTHER HAS NOT RELIED ON SELLER’S SKILL OR JUDGMENT IN SELECTING THE PROPERTY. (d) NEITHER PURCHASER NOR SELLER SHALL BE LIABLE FOR ANY SPECULATIVE PROFITS, OR SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, WHETHER BASED UPON CONTRACT, TORT, OR NEGLIGENCE OR IN ANY OTHER MANNER ARISING FROM THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. (e) EXCEPT FOR THE REPRESENTATIONS AND THAT, IN FACT, EXCEPT AS WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENT SECTION 5.01 HEREOF OR IN ANY DOCUMENT OR CERTIFICATE EXECUTED BY SELLER PURSUANT TO THE CONTRARYTERMS OF THIS AGREEMENT, NO SUCH REPRESENTATIONS WERE MADEPURCHASER HEREBY RELEASES SELLER FROM ALL CLAIMS, LOSSES, DAMAGES, LIABILITIES, COSTS AND EXPENSES WHICH PURCHASER HAS OR MAY HAVE ARISING FROM OR RELATED TO ANY MATTER OR THING RELATED as a further ▇▇▇▇▇▇▇ money deposit (together with interest earned thereon, the “Additional ▇▇▇▇▇▇▇ Money,” and together with the Initial ▇▇▇▇▇▇▇ Money, the “▇▇▇▇▇▇▇ Money”). TO THE EXTENT REQUIRED TO BE OPERATIVEIf Purchaser does not deposit the Additional ▇▇▇▇▇▇▇ Money with the Escrow Company within such one (1) Business Day period, THE DISCLAIMERS AND WARRANTIES CONTAINED HEREIN ARE "CONSPICUOUS" DISCLAIMERS FOR PURPOSES OF ANY APPLICABLE LAWthen Seller’s sole remedy shall be to terminate this Agreement, RULEand upon such termination, REGULATION OR ORDERthe Initial ▇▇▇▇▇▇▇ Money shall be delivered to Seller, and thereafter Purchaser and Seller shall be released from all further liability or obligation hereunder, except those which expressly survive a termination of this Agreement.

As Is, Where Is. The Property is being sold “As Is – Where Is” without any warranties or representations of Seller, except as otherwise expresslly provided for in this Agreement. Except as expressly set for herein to the contrary, SELLER MAKES NO PURCHASER BY CLOSING THIS AGREEMENT HEREBY EXPRESSLY ACKNOWLEDGES AND SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS CONCERNING AGREES THAT PURCHASER HAS OR WILL THOROUGHLY INSPECT AND EXAMINE THE PROPERTY INCLUDING, WITHOUT LIMITATION, REPRESENTATIONS AS TO THE VALUE EXTENT DEEMED NECESSARY BY PURCHASER IN ORDER TO ENABLE PURCHASER TO EVALUATE THE PURCHASE OF THE PROPERTY. PURCHASER BY CLOSING THIS AGREEMENT FURTHER ACKNOWLEDGES AND AGREES THAT PURCHASER IS RELYING SOLELY UPON THE INSPECTION, THE ENVIRONMENTAL CONDITION OF THE PROPERTYEXAMINATION, THE COMPLIANCE OR NON- COMPLIANCE AND EVALUATION OF THE PROPERTY BY PURCHASER AND THAT PURCHASER IS PURCHASING THE PROPERTY ON AN “AS-IS,” “WHERE-IS” AND “WITH RESPECT TO APPLICABLE ENVIRONMENTALALL FAULTS” BASIS WITHOUT REPRESENTATIONS, BUILDINGWARRANTIES AND COVENANTS, ZONINGEXPRESS OR IMPLIED, LICENSING, PERMITTING, ACCESSIBILITY, AND OTHER LAWS AND REGULATIONS, THE CONDITION AND STRUCTURAL INTEGRITY OF ANY IMPROVEMENTS LOCATED ON THE PROPERTYKIND OR NATURE, ACCESS TO THE PROPERTY, UTILITY SERVICE TO THE PROPERTY, THE SUITABILITY, QUALIFICATION, OR LEGAL SUFFICIENCY OF THE PROPERTY FOR USE IN CONNECTION WITH ANY LIKE KIND EXCHANGE CONTEMPLATED BY PURCHASER, THE PRESENCE OF HAZARDOUS SUBSTANCES ON OR UNDER THE PROPERTY, THE DEVELOPABILITY OF THE PROPERTY, THE COSTS OF OWNING AND OPERATING THE PROPERTY AND THE IMPROVEMENTS LOCATED THEREON, THE PAST, PRESENT, OR PROJECTED FUTURE PERFORMANCE AND PROFITABILITY OF THE PROPERTY, OR ANY OTHER MATTER RELATING TO THE SUBJECT PROPERTY. EXCEPT AS EXPRESSLY SET FORTH CONTAINED IN THIS AGREEMENT. PSA- Corporate Park Place PURCHASER BY CLOSING THIS AGREEMENT WAIVES AND RELINQUISHES ALL RIGHTS AND PRIVILEGES ARISING OUT OF, OR WITH RESPECT OR IN RELATION TO, ANY REPRESENTATIONS, WARRANTIES, AND COVENANTS, WHETHER EXPRESS OR IMPLIED, WHICH MAY HAVE BEEN MADE OR GIVEN OR WHICH MAY BE DEEMED TO HAVE BEEN MADE OR GIVEN BY SELLER, EXCEPT AS EXPRESSLY OTHERWISE PROVIDED IN THIS AGREEMENT. WITHOUT LIMITING THE CONTRARYGENERALITY OF THE FOREGOING, PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT, EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, SELLER HAS NOT MADE AND DOES NOT HEREBY DISCLAIMS ALL MAKE ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE WHATSOEVER (INCLUDINGCHARACTER WHATSOEVER, WITHOUT LIMITATION, WARRANTIES OF HABITABILITY AND FITNESS FOR PARTICULAR PURPOSES), WHETHER EXPRESSED EXPRESS OR IMPLIED INCLUDING, WITHOUT LIMITATION WARRANTIES WITH RESPECT TO THE PROPERTY. EXCEPT AS IS EXPRESSLY SET FORTH IN THIS AGREEMENT, PURCHASER ACKNOWLEDGES THAT IT IS NOT RELYING UPON ANY REPRESENTATION OF ANY KIND OR NATURE MADE BY SELLER OR ANY OF THE SELLER RELATED PARTIESIMPLIED, WITH RESPECT TO THE PROPERTY, AND THATITS CONDITION (INCLUDING, IN FACTWITHOUT LIMITATION, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT TO THE CONTRARYANY REPRESENTATION OR WARRANTY REGARDING MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE), NO SUCH REPRESENTATIONS WERE MADE. TO THE EXTENT REQUIRED ITS COMPLIANCE WITH ENVIRONMENTAL LAWS OR OTHER LAWS, INCOME TO BE OPERATIVEDERIVED THEREFROM OR EXPENSES TO BE INCURRED WITH RESPECT THERETO, THE DISCLAIMERS AND WARRANTIES CONTAINED HEREIN ARE "CONSPICUOUS" DISCLAIMERS FOR PURPOSES OBLIGATIONS, RESPONSIBILITIES OR LIABILITIES OF THE OWNER THEREOF, OR ANY APPLICABLE LAWOTHER MATTER OR THING RELATING TO OR AFFECTING THE PROPERTY. Notwithstanding anything in this Subsection M to the contrary, RULEnothing in this Subsection M or elsewhere in this Agreement or the instruments to be delivered at Closing is intended to or shall: (1) vitiate any of any covenants, REGULATION OR ORDERrepresentations or warranties of Seller expressly set forth in this Agreement or the instruments to be delivered at Closing (“Express Provisions”); (2) constitute a waiver of any claims by Purchaser against Seller for fraud or for breach of any Express Provisions; or (3) preclude Purchaser from interpleading Seller into any claim against Purchaser made by a third-party (whether private or governmental) with respect to acts, omissions or circumstances arising prior to the Closing Date.

As Is, Where Is. The Property is being sold IT IS THE EXPLICIT INTENT OF EACH PARTY THAT THE ROAN RESOURCES INTERESTS BEING ASSIGNED, TRANSFERRED, DELIVERED, CONTRIBUTED AND CONVEYED BY ROAN HOLDINGS PURSUANT TO THIS AGREEMENT ARE BEING SO ASSIGNED, TRANSFERRED, DELIVERED, CONTRIBUTED AND CONVEYED “As Is – Where IsAS IS, WHERE IS,” without any warranties or representations of Seller, except as otherwise expresslly provided for in this Agreement. Except as expressly set for herein to the contrary, SELLER MAKES NO AND SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS CONCERNING THE PROPERTY INCLUDING, WITHOUT LIMITATION, REPRESENTATIONS AS TO THE VALUE OF THE PROPERTY, THE ENVIRONMENTAL CONDITION OF THE PROPERTY, THE COMPLIANCE OR NON- COMPLIANCE OF THE PROPERTY WITH RESPECT TO APPLICABLE ENVIRONMENTAL, BUILDING, ZONING, LICENSING, PERMITTING, ACCESSIBILITYALL FAULTS, AND OTHER LAWS AND REGULATIONSTHAT ROAN HOLDINGS IS MAKING NO REPRESENTATION, THE CONDITION AND STRUCTURAL INTEGRITY OF ANY IMPROVEMENTS LOCATED ON THE PROPERTYWARRANTY OR COVENANT WHATSOEVER, ACCESS TO THE PROPERTY, UTILITY SERVICE TO THE PROPERTY, THE SUITABILITY, QUALIFICATION, EXPRESS OR LEGAL SUFFICIENCY OF THE PROPERTY FOR USE IN CONNECTION WITH ANY LIKE KIND EXCHANGE CONTEMPLATED BY PURCHASER, THE PRESENCE OF HAZARDOUS SUBSTANCES ON OR UNDER THE PROPERTY, THE DEVELOPABILITY OF THE PROPERTY, THE COSTS OF OWNING AND OPERATING THE PROPERTY AND THE IMPROVEMENTS LOCATED THEREON, THE PAST, PRESENT, OR PROJECTED FUTURE PERFORMANCE AND PROFITABILITY OF THE PROPERTY, OR ANY OTHER MATTER RELATING TO THE SUBJECT PROPERTY. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT TO THE CONTRARY, SELLER HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND OR NATURE WHATSOEVER IMPLIED (INCLUDING, WITHOUT LIMITATION, WARRANTIES : (A) ANY IMPLIED OR EXPRESS WARRANTY OF HABITABILITY AND FITNESS FOR A PARTICULAR PURPOSES), WHETHER EXPRESSED PURPOSE; (B) ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY; OR (C) ANY OTHER IMPLIED INCLUDING, WITHOUT LIMITATION WARRANTIES WITH RESPECT TO THE PROPERTY. EXCEPT AS IS EXPRESSLY SET FORTH IN THIS AGREEMENT, PURCHASER ACKNOWLEDGES THAT IT IS NOT RELYING UPON ANY WARRANTY OR REPRESENTATION OF ANY KIND OR NATURE MADE BY SELLER OR ANY OF THE SELLER RELATED PARTIESNATURE) REGARDING, RELATING TO OTHERWISE WITH RESPECT TO TO, THE PROPERTYROAN RESOURCES INTERESTS AND HEREBY EXPRESSLY DISCLAIMS AND NEGATES ANY SUCH REPRESENTATION, AND WARRANTY OR COVENANT. THE PARTIES AGREE THAT, IN FACT, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT TO THE CONTRARY, NO SUCH REPRESENTATIONS WERE MADE. TO THE EXTENT REQUIRED BY APPLICABLE LAW TO BE OPERATIVEEFFECTIVE, THE DISCLAIMERS OF REPRESENTATIONS, WARRANTIES AND WARRANTIES COVENANTS CONTAINED HEREIN IN THIS SECTION ARE "“CONSPICUOUS" ” DISCLAIMERS FOR THE PURPOSES OF ANY APPLICABLE LAW, RULE, REGULATION RULE OR ORDER.

As Is, Where Is. The Property is being sold “As Is – Where Is” without any warranties or representations of Seller(a) BY ENTERING INTO THIS AGREEMENT, except as otherwise expresslly provided for in this Agreement. Except as expressly set for herein to the contraryPURCHASER CONFIRMS THAT PURCHASER HAS PERFORMED (AND PURCHASER REPRESENTS AND WARRANTS TO SELLER THAT PURCHASER IS CAPABLE OF PERFORMING) A THOROUGH AND INDEPENDENT INVESTIGATION, SELLER MAKES NO ANALYSIS AND SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS CONCERNING EVALUATION OF THE PROPERTY, AND PURCHASER AGREES THAT PURCHASER HAS DETERMINED, SUBJECT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, THAT THE PROPERTY IS ACCEPTABLE TO PURCHASER, INCLUDING, WITHOUT LIMITATION, REPRESENTATIONS AS TO THE VALUE : (A) ALL STRUCTURAL ELEMENTS OF THE PROPERTYIMPROVEMENTS AND ALL MECHANICAL, THE ENVIRONMENTAL CONDITION OF THE PROPERTYELECTRICAL, THE COMPLIANCE OR NON- COMPLIANCE OF THE PROPERTY WITH RESPECT TO APPLICABLE ENVIRONMENTALHEATING, BUILDINGAIR CONDITIONING, ZONINGVENTILATION, LICENSINGFIRE SAFETY, PERMITTINGSECURITY, ACCESSIBILITY, PLUMBING AND OTHER LAWS AND REGULATIONS, SYSTEMS IN THE CONDITION AND STRUCTURAL INTEGRITY OF ANY IMPROVEMENTS LOCATED ON THE PROPERTY, ACCESS TO THE PROPERTY, UTILITY SERVICE TO THE PROPERTY, THE SUITABILITY, QUALIFICATION, OR LEGAL SUFFICIENCY OF THE PROPERTY FOR USE IN CONNECTION WITH ANY LIKE KIND EXCHANGE CONTEMPLATED BY PURCHASER, THE PRESENCE OF HAZARDOUS SUBSTANCES ON OR UNDER THE REAL PROPERTY, THE DEVELOPABILITY ; (B) ALL SOIL AND GEOLOGICAL CONDITIONS OF THE REAL PROPERTY; AND (C) THE PRESENCE OR ABSENCE OF ANY HAZARDOUS MATERIALS IN, ON, UNDER OR AROUND THE COSTS PROPERTY. PURCHASER HAS HAD ACCESS TO AND HAS CONDUCTED ITS OWN THOROUGH AND INDEPENDENT INSPECTION, INVESTIGATION, ANALYSIS AND EVALUATION OF OWNING ALL INSTRUMENTS, RECORDS AND OPERATING DOCUMENTS WHICH PURCHASER MAY DETERMINE TO BE APPROPRIATE OR ADVISABLE TO REVIEW IN CONNECTION WITH PURCHASER’S ACQUISITION OF THE PROPERTY AND THE IMPROVEMENTS LOCATED THEREONTRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THE PAST, PRESENT, OR PROJECTED FUTURE PERFORMANCE AND PROFITABILITY OF THE PROPERTY, OR ANY OTHER MATTER INCLUDING THOSE RELATING TO THE SUBJECT PROPERTY. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT TO THE CONTRARY, SELLER HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND OR NATURE WHATSOEVER ZONING REGULATIONS AND OTHER GOVERNMENTAL REQUIREMENTS (INCLUDING, WITHOUT LIMITATION, WARRANTIES ANY IMPACT THEREOF ON PURCHASER’S INTENDED USE AND/OR DEVELOPMENT OF HABITABILITY THE PROPERTY INCLUDING PURCHASER’S ABILITY TO OBTAIN ANY SUCH APPROVALS, PERMITS AND FITNESS FOR PARTICULAR PURPOSESVARIANCES, AND ANY AMENDMENTS, WAIVERS, MODIFICATIONS, USES AND CHANGES THERETO), WHETHER EXPRESSED OR IMPLIED INCLUDINGSITE AND PHYSICAL CONDITIONS, WITHOUT LIMITATION WARRANTIES WITH RESPECT TITLE MATTERS, THE MATERIALS DELIVERED TO PURCHASER BY SELLER, AND ALL OTHER MATTERS AFFECTING THE USE, OCCUPANCY, VALUE, AND CONDITION OF THE PROPERTY, AND PURCHASER HAS DETERMINED, SUBJECT TO THE PROPERTYTERMS AND CONDITIONS OF THIS AGREEMENT, THAT THE INFORMATION AND DATA CONTAINED THEREIN OR EVIDENCED THEREBY ARE SATISFACTORY TO PURCHASER. PURCHASER SPECIFICALLY ACKNOWLEDGES THAT, EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, PURCHASER IS NOT RELYING ON SELLER TO INDICATE THE RELATIVE IMPORTANCE OR MATERIALITY OF ANY OF THE INSTRUMENTS, RECORDS, DOCUMENTS AND OTHER INFORMATION MADE AVAILABLE TO PURCHASER FOR REVIEW AND PURCHASER HAS MADE ITS OWN DETERMINATION AS TO THE LEVEL OF SCRUTINY PURCHASER APPLIES TO SUCH INSTRUMENTS, RECORDS AND DOCUMENTS MADE AVAILABLE TO PURCHASER. (b) PURCHASER FURTHER ACKNOWLEDGES THAT PURCHASER HAS SUBSTANTIAL EXPERIENCE WITH REAL PROPERTY, HOTELS AND HOTEL OPERATIONS, AND THAT SELLER CONVEYS THE PROPERTY TO PURCHASER “AS IS AND WHERE IS, WITH ALL FAULTS”. PURCHASER ACKNOWLEDGES THAT SELLER, EXCEPT AS TO THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENT, MAKES NO REPRESENTATIONS, GUARANTIES OR WARRANTIES WHATSOEVER, EXPRESS OR IMPLIED, AS TO THE QUALITY, CHARACTER, EXTENT, PERFORMANCE, CONDITION OR SUITABILITY OF THE PROPERTY FOR ANY PURPOSE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OR GUARANTY OF MERCHANTABILITY OR FITNESS FOR ANY PURPOSE. PURCHASER ACKNOWLEDGES THAT IT IS NOT RELYING UPON ANY REPRESENTATION PURCHASER SHALL BE SOLELY RESPONSIBLE AND LIABLE FOR ASCERTAINING THE TRANSFERABILITY OF ANY KIND OR NATURE MADE BY SELLER OR ANY ALL LICENSES, PERMITS AND OTHER GOVERNMENTAL CONSENTS FOR THE OWNERSHIP, USE AND OPERATION OF THE SELLER RELATED PARTIES, WITH RESPECT TO THE PROPERTY, AND SHALL BE SOLELY RESPONSIBLE FOR OBTAINING THE TRANSFERS THEREOF. (c) PURCHASER’S INSPECTION, INVESTIGATION AND SURVEY OF THE PROPERTY, IS IN LIEU OF ANY NOTICE OR DISCLOSURE REQUIRED BY SECTION 25359.7 OF THE CALIFORNIA HEALTH AND SAFETY CODE, OR BY ANY OTHER PROVISION OF THE CALIFORNIA CIVIL CODE, OR PURSUANT TO ANY OTHER APPLICABLE LAW, INCLUDING, WITHOUT LIMITATION, LAWS REQUIRING DISCLOSURE BY SELLER OF FLOOD, FIRE, SEISMIC HAZARDS, LEAD PAINT, ▇▇▇▇▇ ▇▇▇▇, LANDSLIDE AND LIQUEFACTION, OTHER GEOLOGICAL HAZARDS, RAILROAD AND OTHER UTILITY ACCESS, SOIL CONDITIONS AND OTHER CONDITIONS WHICH MAY AFFECT THE USE OF THE REAL PROPERTY, AND PURCHASER HEREBY WAIVES ANY REQUIREMENT FOR A NOTICE PURSUANT TO THOSE PROVISIONS AND HEREBY ACKNOWLEDGES AND AGREES THAT IT IS FAMILIAR WITH SUCH DISCLOSURE REQUIREMENTS AND WILL CONDUCT ITS OWN DUE DILIGENCE WITH RESPECT TO ALL MATTERS COVERED THEREBY, AND HEREBY RELEASES SELLER FROM LIABILITY IN CONNECTION THEREWITH. PURCHASER SHALL BE DEEMED TO HAVE APPROVED ALL CONDITIONS PERTAINING TO THE PROPERTY. (d) PURCHASER ACKNOWLEDGES THAT SELLER MAY BE REQUIRED TO DISCLOSE IF THE REAL PROPERTY LIES WITHIN THE FOLLOWING NATURAL HAZARD AREAS OR ZONES: (A) A SPECIAL FLOOD HAZARD AREA (ANY TYPE ZONE “A” OR “V”) DESIGNATED BY THE FEDERAL EMERGENCY MANAGEMENT AGENCY (CAL. GOV. CODE § 8589.3); (B) AN AREA OF POTENTIAL FLOODING SHOWN ON A DAM FAILURE INUNDATION MAP DESIGNATED PURSUANT TO CAL. GOV. CODE § 8589.5 (CAL. GOV. CODE § 8589.4); (C) A VERY HIGH FIRE HAZARD SEVERITY ZONE DESIGNATED PURSUANT TO CAL. GOV. CODE § 51178 OR 51179 (IN WHICH EVENT THE OWNER MAINTENANCE OBLIGATIONS OF CAL. GOV. CODE § 51182 WOULD APPLY) (CAL. GOV. CODE § 51183.5); (D) A WILDLAND AREA THAT MAY CONTAIN SUBSTANTIAL FOREST FIRE RISKS AND HAZARDS DESIGNATED PURSUANT TO CAL. PUB. RESOURCES CODE § 4125 (IN WHICH EVENT (I) THE REAL PROPERTY OWNER WOULD BE SUBJECT TO THE MAINTENANCE REQUIREMENTS OF CAL. PUB. RESOURCES CODE § 4291 AND (II) IT WOULD NOT BE THE GOVERNMENT’S RESPONSIBILITY TO PROVIDE FIRE PROTECTION SERVICES TO ANY BUILDING OR STRUCTURE LOCATED WITHIN THE WILDLAND AREA EXCEPT, IF APPLICABLE, PURSUANT TO CAL. PUB. RESOURCES CODE § 4129 OR PURSUANT TO A COOPERATIVE AGREEMENT WITH A LOCAL AGENCY FOR THOSE PURPOSES PURSUANT TO CAL. PUB. RESOURCES CODE § 4142) (CAL. PUB. RESOURCES CODE § 4136); (E) AN EARTHQUAKE FAULT ZONE (CAL PUB. RESOURCES CODE § 2621.9); OR (F) A SEISMIC HAZARD ZONE (AND, IF APPLICABLE, WHETHER A LANDSLIDE ZONE OR LIQUEFACTION ZONE) (CAL. PUB. RESOURCES CODE § 2694). (e) THERE IS A POSSIBILITY THAT THE REAL PROPERTY LIES WITHIN THE ONE OR MORE OF THE ABOVE-REFERENCED NATURAL HAZARD AREAS OR ZONES. BY PURCHASER’S EXECUTION OF THIS AGREEMENT, PURCHASER (A) ACKNOWLEDGES PURCHASER’S RECEIPT OF THE FOREGOING NOTICE GIVEN PURSUANT TO SECTIONS 8589.3, 8589.5, 51178, 51179, 51182, AND 51183.5 OF THE CALIFORNIA GOVERNMENT CODE AND SECTIONS 4125, 4291, 4129, 4142, 4136, 2621.9 AND 2694 OF THE CALIFORNIA PUBLIC RESOURCES CODE, (B) ASSUMES ALL RISKS ASSOCIATED THEREWITH, AND (C) AS OF THE CLOSE OF ESCROW, AND AFTER RECEIVING ADVICE OF PURCHASER’S LEGAL COUNSEL, WAIVES ANY AND ALL RIGHTS OR REMEDIES WHATSOEVER, EXPRESS, IMPLIED, STATUTORY, OR BY OPERATION OF LAW, PURCHASER MAY HAVE AGAINST SELLER, INCLUDING REMEDIES FOR ACTUAL DAMAGES ARISING OUT OF OR RESULTING FROM THE REAL PROPERTY’S LOCATION WITHIN SUCH NATURAL HAZARD AREAS OR ZONES. THE PROVISIONS OF THIS SECTION 4.5(C) SHALL SURVIVE THE CLOSE OF ESCROW. (f) PURCHASER ALSO ACKNOWLEDGES AND AGREES THAT, IN FACTALTHOUGH SELLER MAY HAVE PROVIDED TO PURCHASER CERTAIN REPORTS, STUDIES AND SURVEYS FOR OR REGARDING THE REAL PROPERTY (THE “REPORTS”), AND EXCEPT AS TO THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENT AGREEMENT, SELLER HAS NOT VERIFIED THE ACCURACY THEREOF AND MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE MATTERS SET FORTH THEREIN, IT BEING THE RESPONSIBILITY OF PURCHASER TO VERIFY THE ACCURACY OF SUCH REPORTS. PURCHASER AGREES THAT SELLER HAS NO LIABILITY OR RESPONSIBILITY FOR THE ACCURACY OR CONTENTS OF ANY SUCH REPORTS. PURCHASER HEREBY RELEASES AND FOREVER DISCHARGES SELLER FROM ANY AND ALL CLAIMS, LOSSES, DAMAGES, LIABILITIES OR OBLIGATIONS ARISING OUT OF OR IN ANY WAY RELATED TO ALL OF THE ITEMS LISTED IN THIS PARAGRAPH, WHICH RELEASE AND DISCHARGE FROM LIABILITY SHALL SURVIVE THE CLOSE OF ESCROW. (g) SELLER SHALL HAVE NO OBLIGATION OR DUTY TO EXPEND FUNDS FOR, OR OTHERWISE BE RESPONSIBLE TO CONDUCT OR PERFORM, ANY CLEAN-UP REQUIREMENT(S) AS IMPOSED BY ANY FEDERAL, STATE OR LOCAL GOVERNMENT LAW, REGULATION, ORDINANCE OR AGENCY FOR THE REMOVAL OF ANY HAZARDOUS MATERIALS CONTAMINATION FROM THE REAL PROPERTY. (h) PURCHASER, FOR ITSELF AND ITS OWNERS, SUCCESSORS AND ASSIGNS, HEREBY RELEASES AND FOREVER DISCHARGES SELLER, ITS PAST, PRESENT AND FUTURE MEMBERS, AFFILIATES, EMPLOYEES, AGENTS, ATTORNEYS, ASSIGNS, AND SUCCESSORS-IN-INTEREST FROM ALL PAST, PRESENT AND FUTURE CLAIMS, DEMANDS, OBLIGATIONS, LOSSES AND CAUSES OF ACTION OF ANY NATURE WHATSOEVER, WHETHER NOW KNOWN OR UNKNOWN, DIRECT OR INDIRECT, FORESEEN OR UNFORESEEN, SUSPECTED OR UNSUSPECTED, WHICH ARE BASED UPON OR ARISE OUT OF OR IN CONNECTION WITH THE CONDITION OF THE PROPERTY, AND WITH RESPECT TO ANY ENVIRONMENTAL DAMAGES OR ENVIRONMENTAL REQUIREMENTS, INCLUDING, WITHOUT LIMITATIONS, THE PHYSICAL, STRUCTURAL, GEOLOGICAL, MECHANICAL AND ENVIRONMENTAL (SURFACE AND SUBSURFACE) CONDITION OF THE REAL PROPERTY (INCLUDING THE IMPROVEMENTS THEREON) OR ANY LAW OR REGULATION RELATING TO HAZARDOUS MATERIALS, INCLUDING, BUT NOT LIMITED TO, LOSSES IN CONNECTION WITH PROPERTY DAMAGE, CLAIMS BY GOVERNMENTAL AGENCIES, DIMINUTION IN VALUE AND PERSONAL INJURY LOSSES. PURCHASER EXPRESSLY UNDERSTANDS AND ACKNOWLEDGES THAT IT IS POSSIBLE THAT UNKNOWN PROBLEMS, CONDITIONS OR LOSSES MAY EXIST WITH RESPECT TO THE CONTRARYPROPERTY AND THAT PURCHASER EXPLICITLY TOOK SUCH INTO ACCOUNT IN DETERMINING THE PURCHASE PRICE FOR THE PROPERTY AND ITS ELECTION TO PROCEED WITH THE PURCHASE THEREOF, NO AND THAT A PORTION OF SUCH REPRESENTATIONS WERE MADECONSIDERATION, HAVING BEEN BARGAINED FOR BETWEEN THE PARTIES WITH THE KNOWLEDGE OF THE POSSIBILITY OF SUCH UNKNOWN PROBLEMS, CONDITIONS OR CLAIMS, WAS GIVEN IN EXCHANGE FOR A FULL ACCORD, SATISFACTION AND DISCHARGE OF ALL SUCH PROBLEMS, CONDITIONS AND LOSSES. WITHOUT LIMITING THE FOREGOING, THIS RELEASE SPECIFICALLY APPLIES TO ALL LOSSES AND CLAIMS ARISING UNDER THE EXTENT REQUIRED TO BE OPERATIVECOMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION AND LIABILITY ACT OF 1980, AS AMENDED, THE DISCLAIMERS SUPERFUND AMENDMENTS AND WARRANTIES CONTAINED HEREIN ARE "CONSPICUOUS" DISCLAIMERS FOR PURPOSES REAUTHORIZATION ACT OF ANY APPLICABLE 1986, (42 U.S.C. SECTIONS 9601 ET SEQ.), THE RESOURCES CONSERVATION AND RECOVERY ACT OF 1976, (42 U.S.C. SECTIONS 6901 ET SEQ.), THE CLEAN WATER ACT, (33 U.S.C. SECTIONS 466 ET SEQ.), THE SAFE DRINKING WATER ACT, (14 U.S.C. SECTION 1401-1450), THE HAZARDOUS MATERIALS TRANSPORTATION ACT, (49 U.S.C. SECTIONS 1801 ET SEQ.), THE TOXIC SUBSTANCE CONTROL ACT, (15 U.S.C. SECTIONS 2601-2629), THE CALIFORNIA HAZARDOUS WASTE CONTROL LAW, RULE(CALIFORNIA HEALTH AND SAFETY CODE SECTIONS 25100-25600), REGULATION THE ▇▇▇▇▇▇-COLOGNE WATER QUALITY CONTROL ACT (CALIFORNIA HEALTH AND SAFETY CODE SECTIONS 13000 ET SEQ.), AND ANY OTHER FEDERAL, STATE OR ORDERLOCAL LAW OF SIMILAR EFFECT, AS WELL AS ANY AND ALL COMMON LAW CLAIMS. IN ACCORDANCE WITH THE FOREGOING, PURCHASER WAIVES ALL RIGHTS UNDER CALIFORNIA CIVIL CODE SECTION 1542 (AND ALL SIMILAR STATUTES IN ALL OTHER STATES) WHICH STATES IN FULL 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.” BY INITIALING THIS AGREEMENT CLAUSE, PURCHASER ACKNOWLEDGES THAT THIS SECTION HAS BEEN READ AND FULLY UNDERSTOOD, AND THAT PURCHASER HAS HAD THE CHANCE TO ASK QUESTIONS OF ITS COUNSEL ABOUT ITS MEANING AND SIGNIFICANCE.

As Is, Where Is. The Property is being sold “As Is – Where Is” without any warranties or representations of Seller, except as otherwise expresslly provided for in this Agreement. Except as expressly set for herein to the contrary, SELLER MAKES NO AND SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS CONCERNING THE PROPERTY INCLUDING, WITHOUT LIMITATION, REPRESENTATIONS AS TO THE VALUE OF THE PROPERTY, THE ENVIRONMENTAL CONDITION OF THE PROPERTY, THE COMPLIANCE OR NON- COMPLIANCE OF THE PROPERTY WITH RESPECT TO APPLICABLE ENVIRONMENTAL, BUILDING, ZONING, LICENSING, PERMITTING, ACCESSIBILITY, AND OTHER LAWS AND REGULATIONS, THE CONDITION AND STRUCTURAL INTEGRITY OF ANY IMPROVEMENTS LOCATED ON THE PROPERTY, ACCESS TO THE PROPERTY, UTILITY SERVICE TO THE PROPERTY, THE SUITABILITY, QUALIFICATION, OR LEGAL SUFFICIENCY OF THE PROPERTY FOR USE IN CONNECTION WITH ANY LIKE KIND EXCHANGE CONTEMPLATED BY PURCHASER, THE PRESENCE OF HAZARDOUS SUBSTANCES ON OR UNDER THE PROPERTY, THE DEVELOPABILITY OF THE PROPERTY, THE COSTS OF OWNING AND OPERATING THE PROPERTY AND THE IMPROVEMENTS LOCATED THEREON, THE PAST, PRESENT, OR PROJECTED FUTURE PERFORMANCE AND PROFITABILITY OF THE PROPERTY, OR ANY OTHER MATTER RELATING TO THE SUBJECT PROPERTY. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT TO THE CONTRARYAGREEMENT, IT IS UNDERSTOOD AND AGREED THAT SELLER HEREBY DISCLAIMS ALL IS NOT MAKING AND HAS NOT AT ANY TIME MADE ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND OR NATURE WHATSOEVER (INCLUDINGCHARACTER, WITHOUT LIMITATION, WARRANTIES OF HABITABILITY AND FITNESS FOR PARTICULAR PURPOSES), WHETHER EXPRESSED EXPRESS OR IMPLIED INCLUDING, WITHOUT LIMITATION WARRANTIES WITH RESPECT TO THE PROPERTY. EXCEPT AS IS EXPRESSLY SET FORTH IN THIS AGREEMENT, PURCHASER ACKNOWLEDGES THAT IT IS NOT RELYING UPON ANY REPRESENTATION OF ANY KIND OR NATURE MADE BY SELLER OR ANY OF THE SELLER RELATED PARTIESIMPLIED, WITH RESPECT TO THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OR REPRESENTATIONS AS TO HABITABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. PURCHASER ACKNOWLEDGES AND THATAGREES THAT UPON CLOSING SELLER SHALL SELL AND CONVEY TO PURCHASER AND PURCHASER SHALL ACCEPT THE PROPERTY “AS IS, WHERE IS, WITH ALL FAULTS”. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES AND OTHER PROVISIONS OF THIS AGREEMENT, PURCHASER HAS NOT RELIED AND WILL NOT RELY ON, AND SELLER IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PROPERTY OR RELATING THERETO MADE OR FURNISHED BY SELLER, THE MANAGERS OF THE PROPERTY, OR ANY REAL ESTATE BROKER OR AGENT REPRESENTING OR PURPORTING TO REPRESENT SELLER, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN FACTWRITING. PURCHASER ALSO ACKNOWLEDGES THAT THE PURCHASE PRICE REFLECTS AND TAKES INTO ACCOUNT THAT THE PROPERTY IS BEING SOLD “AS-IS.” PURCHASER ACKNOWLEDGES AND REPRESENTS TO SELLER THAT PURCHASER HAS CONDUCTED, EXCEPT OR WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS OF THE PROPERTY, INCLUDING BUT NOT LIMITED TO, THE PHYSICAL AND ENVIRONMENTAL CONDITIONS THEREOF, AS PURCHASER DEEMS NECESSARY OR DESIRABLE TO SATISFY ITSELF AS TO THE CONDITION OF THE PROPERTY AND THE EXISTENCE OR NONEXISTENCE OF ANY HAZARDOUS OR TOXIC SUBSTANCES ON OR DISCHARGED FROM THE PROPERTY, AND WILL RELY SOLELY UPON SAME AND NOT UPON ANY INFORMATION PROVIDED BY OR ON BEHALF OF SELLER OR ITS AGENTS OR EMPLOYEES WITH RESPECT THERETO, OTHER THAN SUCH REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER AS ARE EXPRESSLY SET FORTH IN THIS AGREEMENT AGREEMENT. UPON CLOSING, PURCHASER SHALL ASSUME THE RISK THAT ADVERSE MATTERS, INCLUDING BUT NOT LIMITED TO, CONSTRUCTION DEFECTS AND ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS, MAY NOT HAVE BEEN REVEALED BY PURCHASER'S INVESTIGATIONS, AND PURCHASER, UPON CLOSING, SHALL BE DEEMED TO HAVE WAIVED, RELINQUISHED AND RELEASED SELLER (AND SELLER'S OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES AND AGENTS) FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION (INCLUDING CAUSES OF ACTION IN TORT), LOSSES, DAMAGES, LIABILITIES, COSTS AND EXPENSES (INCLUDING REASONABLE ATTORNEYS' FEES) OF ANY AND EVERY KIND OR CHARACTER, KNOWN OR UNKNOWN, WHICH PURCHASER MIGHT HAVE ASSERTED OR ALLEGED AGAINST SELLER (AND SELLER'S OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES AND AGENTS) AT ANY TIME BY REASON OF OR ARISING OUT OF ANY LATENT OR PATENT CONSTRUCTION DEFECTS OR PHYSICAL CONDITIONS, VIOLATIONS OF ANY APPLICABLE LAWS AND ANY AND ALL OTHER ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR MATTERS REGARDING THE CONTRARYPROPERTY, NO SUCH REPRESENTATIONS WERE MADE. EXCEPT TO THE EXTENT REQUIRED ANY SUCH CLAIMS RELATE TO BE OPERATIVE, THE DISCLAIMERS AND WARRANTIES CONTAINED HEREIN ARE "CONSPICUOUS" DISCLAIMERS FOR PURPOSES A DEFAULT OR VIOLATION OF ANY APPLICABLE LAWREPRESENTATIONS, RULEWARRANTIES OR COVENANTS OF SELLER SET FORTH IN THIS AGREEMENT OR OTHER PROVISIONS OF THIS AGREEMENT. Buyer hereby agrees that, REGULATION OR ORDERif at any time after the Closing, any third party or any governmental agency seeks to hold Buyer responsible for the presence of, or any loss, cost or damage associated with, Hazardous Substances (as hereinafter defined) in, on, above or beneath the Property or emanating therefrom, then the Buyer waives any rights it may have against Seller in connection therewith including, without limitation, under CERCLA (defined below), and Buyer agrees that it shall not (i) implead the Seller, (ii) bring a contribution action or similar action against the Seller or (iii) attempt in any way to hold the Seller responsible with respect to any such matter. Buyer shall not be responsible for any consequences or costs to Seller if Seller is found to be a responsible party under CERCLA or other state or federal environmental laws by the EPA or any other federal or state agency, or any other third party action relating to Seller's ownership of the Property prior to the Closing.

As Is, Where Is. The Property (a) CWI represents that by reason of its business and financial experience, and the business and financial experience of those persons retained by CWI to advise it with respect to its investment in the Property, CWI has sufficient knowledge, sophistication and experience in business and financial matters to evaluate the merits and risks of the prospective investment and is being sold “As Is – Where Is” without any warranties or representations able to bear the economic risk of Sellersuch investment. CWI has had and will have during the Due Diligence Period adequate opportunity and time to review and analyze the risks attendant to the transactions contemplated in this Agreement with the assistance and guidance of competent professionals. CWI represents, warrants and agrees that, except for the Seller Representations, CWI is relying solely on its own inspections, examinations and investigations in making the decision to purchase the Property. CWI hereby acknowledges and agrees that it shall not have the right to terminate this Agreement and obtain a refund of the Good Faith Deposit as otherwise expresslly provided for in this Agreement. Except as expressly set for herein to a result of its dissatisfaction with any aspect of its investigation of the contraryProperty after the expiration of the Due Diligence Period. (b) EXCEPT FOR THE SELLER REPRESENTATIONS, THE SALE AND CONVEYANCE BY SELLER MAKES NO AND SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS CONCERNING TO CWI OF THE PROPERTY WILL BE MADE WITHOUT ANY WARRANTY OR RECOURSE WHATSOEVER, INCLUDING, WITHOUT LIMITATION, REPRESENTATIONS ANY WARRANTY OF TITLE (EXCEPT AS TO ACTS OF SELLER), ABSENCE OF DEFECTS (WHETHER APPARENT OR LATENT, KNOWN OR UNKNOWN, EASILY DISCOVERABLE OR HIDDEN), FITNESS FOR ANY ORDINARY USE, OR FITNESS FOR ANY INTENDED USE OR PARTICULAR PURPOSE, EVEN FOR THE VALUE RETURN OR REDUCTION OF THE PURCHASE PRICE OR OTHERWISE, THE SOLE PERIL AND RISK OF EVICTION TO BE ASSUMED BY CWI, BUT WITH FULL SUBSTITUTION AND SUBROGATION IN AND TO ALL OF THE RIGHTS AND ACTIONS OF WARRANTY WHICH SELLER HAS OR MAY HAVE AGAINST ALL PRECEDING OWNERS OR SELLERS; IT BEING UNDERSTOOD THAT CWI WILL TAKE THE PROPERTY “AS IS” AND “WHERE IS”, CWI HEREBY ACKNOWLEDGING RELIANCE SOLELY ON ITS OWN TITLE EXAMINATION AND INSPECTION OF THE PROPERTY, THE ENVIRONMENTAL CONDITION OF THE PROPERTY, THE COMPLIANCE AND NOT ON ANY WARRANTIES OR NON- COMPLIANCE OF THE PROPERTY WITH RESPECT TO APPLICABLE ENVIRONMENTAL, BUILDING, ZONING, LICENSING, PERMITTING, ACCESSIBILITY, AND OTHER LAWS AND REGULATIONS, THE CONDITION AND STRUCTURAL INTEGRITY OF ANY IMPROVEMENTS LOCATED ON THE PROPERTY, ACCESS TO THE PROPERTY, UTILITY SERVICE TO THE PROPERTY, THE SUITABILITY, QUALIFICATION, OR LEGAL SUFFICIENCY OF THE PROPERTY FOR USE IN CONNECTION WITH ANY LIKE KIND EXCHANGE CONTEMPLATED BY PURCHASER, THE PRESENCE OF HAZARDOUS SUBSTANCES ON OR UNDER THE PROPERTY, THE DEVELOPABILITY OF THE PROPERTY, THE COSTS OF OWNING AND OPERATING THE PROPERTY AND THE IMPROVEMENTS LOCATED THEREON, THE PAST, PRESENT, OR PROJECTED FUTURE PERFORMANCE AND PROFITABILITY OF THE PROPERTY, OR ANY OTHER MATTER RELATING TO THE SUBJECT PROPERTY. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT TO THE CONTRARY, SELLER HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND OR NATURE WHATSOEVER (INCLUDING, WITHOUT LIMITATION, WARRANTIES OF HABITABILITY AND FITNESS FOR PARTICULAR PURPOSES), WHETHER EXPRESSED OR IMPLIED INCLUDING, WITHOUT LIMITATION WARRANTIES WITH RESPECT TO THE PROPERTY. EXCEPT AS IS EXPRESSLY SET FORTH IN THIS AGREEMENT, PURCHASER ACKNOWLEDGES THAT IT IS NOT RELYING UPON ANY REPRESENTATION OF ANY KIND OR NATURE MADE BY REPRESENTATIONS FROM SELLER OR ANY ANYONE ACTING ON BEHALF OF THE SELLER RELATED PARTIES, WITH RESPECT TO THE PROPERTY, AND THAT, IN FACTSELLER, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT. (c) EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT (INCLUDING WITHOUT LIMITATION, THE SELLER REPRESENTATIONS), NEITHER SELLER NOR ANY PARTY ACTING FOR OR ON BEHALF OF SELLER IS MAKING OR HAS, AT ANY TIME, MADE ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED, WITH RESPECT TO THE CONTRARYPROPERTY, NO SUCH INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OR REPRESENTATIONS WERE MADEAS TO HABITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ZONING, TAX CONSEQUENCES, PHYSICAL OR ENVIRONMENTAL CONDITION, OPERATING HISTORY OR PROJECTIONS, VALUATION, GOVERNMENTAL APPROVALS, GOVERNMENTAL REGULATIONS, THE TRUTH, ACCURACY OR COMPLETENESS OF THE ITEMS OR ANY OTHER INFORMATION PROVIDED BY OR ON BEHALF OF SELLER TO CWI OR ANY OTHER MATTER OR THING REGARDING THE PROPERTY. UPON CLOSING, EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, SELLER SHALL SELL AND CONVEY TO CWI, AND CWI SHALL ACCEPT THE PROPERTY “AS IS, WHERE IS, WITH ALL FAULTS.” CWI HAS NOT RELIED UPON NOR WILL RELY UPON, EITHER DIRECTLY OR INDIRECTLY, ANY REPRESENTATION OR WARRANTY OF SELLER WITH RESPECT TO THE EXTENT REQUIRED TO BE OPERATIVEPROPERTY EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT. CWI WILL CONDUCT SUCH INVESTIGATIONS OF THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, THE DISCLAIMERS PHYSICAL AND WARRANTIES CONTAINED HEREIN ARE "CONSPICUOUS" DISCLAIMERS FOR PURPOSES ENVIRONMENTAL CONDITIONS THEREOF, AS CWI DEEMS NECESSARY TO SATISFY CWI AS TO THE CONDITION OF THE PROPERTY AND WILL RELY SOLELY UPON SAME AND NOT UPON ANY INFORMATION PROVIDED BY OR ON BEHALF OF SELLER. UPON CLOSING, CWI ASSUMES THE RISK THAT ADVERSE MATTERS, INCLUDING, BUT NOT LIMITED TO, CONSTRUCTION DEFECTS AND ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS, MAY NOT HAVE BEEN REVEALED BY CWI’S INVESTIGATIONS. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, CWI, UPON CLOSING, HEREBY WAIVES, RELINQUISHES AND RELEASES SELLER FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION (INCLUDING CAUSES OF ACTION IN TORT (I.E., NEGLIGENCE AND STRICT LIABILITY)), LOSSES, DAMAGES, LIABILITIES, COSTS AND EXPENSES (INCLUDING ATTORNEYS’ FEES AND COURT COSTS) OF ANY KIND AND EVERY KIND OR CHARACTER, KNOWN OR UNKNOWN, WHICH CWI MIGHT HAVE ASSERTED OR ALLEGED AGAINST SELLER AT ANY TIME BY REASON OF OR ARISING OUT OF ANY CONSTRUCTION DEFECTS, PHYSICAL AND ENVIRONMENTAL CONDITIONS, THE VIOLATION BY THE PROPERTY OF ANY APPLICABLE LAW, RULE, REGULATION OR ORDERLAWS AND ANY AND ALL OTHER MATTERS REGARDING THE PROPERTY.

As Is, Where Is. The Property is being sold “As Is – Where Is” without any warranties or representations of Seller, except as otherwise expresslly provided for in this Agreement. Except as expressly set for herein to the contrary, SELLER MAKES NO AND SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS CONCERNING THE PROPERTY INCLUDING, WITHOUT LIMITATION, REPRESENTATIONS AS TO THE VALUE OF THE PROPERTY, THE ENVIRONMENTAL CONDITION OF THE PROPERTY, THE COMPLIANCE OR NON- COMPLIANCE OF THE PROPERTY WITH RESPECT TO APPLICABLE ENVIRONMENTAL, BUILDING, ZONING, LICENSING, PERMITTING, ACCESSIBILITY, AND OTHER LAWS AND REGULATIONS, THE CONDITION AND STRUCTURAL INTEGRITY OF ANY IMPROVEMENTS LOCATED ON THE PROPERTY, ACCESS TO THE PROPERTY, UTILITY SERVICE TO THE PROPERTY, THE SUITABILITY, QUALIFICATION, OR LEGAL SUFFICIENCY OF THE PROPERTY FOR USE IN CONNECTION WITH ANY LIKE KIND EXCHANGE CONTEMPLATED BY PURCHASER, THE PRESENCE OF HAZARDOUS SUBSTANCES ON OR UNDER THE PROPERTY, THE DEVELOPABILITY OF THE PROPERTY, THE COSTS OF OWNING AND OPERATING THE PROPERTY AND THE IMPROVEMENTS LOCATED THEREON, THE PAST, PRESENT, OR PROJECTED FUTURE PERFORMANCE AND PROFITABILITY OF THE PROPERTY, OR ANY OTHER MATTER RELATING TO THE SUBJECT PROPERTY. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT AND THE ANCILLARY AGREEMENTS, INCLUDING THE REPRESENTATIONS AND WARRANTIES IN ARTICLE 5, (A) IT IS THE EXPLICIT INTENT OF EACH PARTY THAT THE PROPERTY BEING CONTRIBUTED, CONVEYED, ASSIGNED, TRANSFERRED AND DELIVERED BY THE CUMULUS PARTIES, LEASED BY THE SALE SITE SUBSIDIARY OR THE SECONDARY SALE SUBSIDIARIES AND ACCEPTED BY THE BUYER PARTIES IS BEING SO CONTRIBUTED, LEASED, TRANSFERRED AND ACCEPTED “AS IS, WHERE IS,” WITH ALL FAULTS, AND THAT NO CUMULUS PARTY AND NO SALE SITE SUBSIDIARY IS MAKING ANY REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, OTHER THAN THOSE EXPRESSLY GIVEN IN THIS AGREEMENT (WHICH SHALL SURVIVE ONLY TO THE CONTRARY, SELLER HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND OR NATURE WHATSOEVER (INCLUDING, WITHOUT LIMITATION, WARRANTIES OF HABITABILITY AND FITNESS FOR PARTICULAR PURPOSES), WHETHER EXPRESSED OR IMPLIED INCLUDING, WITHOUT LIMITATION WARRANTIES WITH RESPECT TO THE PROPERTY. EXCEPT AS IS EXPRESSLY EXTENT SET FORTH IN THIS AGREEMENTSECTION 11.4) AND THE ANCILLARY AGREEMENTS, PURCHASER ACKNOWLEDGES THAT IT IS NOT RELYING UPON INCLUDING ANY IMPLIED WARRANTY OR REPRESENTATION OF ANY KIND AS TO THE VALUE, CONDITION, MERCHANTABILITY OR NATURE MADE BY SELLER OR SUITABILITY AS TO ANY OF THE SELLER RELATED PARTIESSALE SITES OR THE TOWERS AND EQUIPMENT LOCATED THEREON (OR THE COLLOCATION AGREEMENTS), WITH RESPECT AND ANY REPRESENTATION OR WARRANTY AS TO THE PROPERTYENVIRONMENTAL COMPLIANCE OR CONDITION OF THE SALE SITES OR THE INCLUDED PROPERTY AND (B) PURSUANT TO THIS AGREEMENT AND THE ANCILLARY AGREEMENTS, BUYER AND THATTHE TOWER OPERATOR SHALL ASSUME AND PAY, HONOR AND DISCHARGE WHEN DUE IN FACT, EXCEPT AS EXPRESSLY SET FORTH ACCORDANCE WITH THEIR TERMS ANY AND ALL POST-CLOSING LIABILITIES. NOTWITHSTANDING ANYTHING CONTAINED IN THIS AGREEMENT TO THE CONTRARY, NO SUCH REPRESENTATIONS WERE MADE. REPRESENTATION OR WARRANTY CONTAINED IN THIS AGREEMENT (OTHER THAN AS SET FORTH IN SECTION 5.15(c)) IS INTENDED TO, OR DOES, COVER OR OTHERWISE PERTAIN TO THE EXTENT REQUIRED TO BE OPERATIVE, THE DISCLAIMERS AND WARRANTIES CONTAINED HEREIN ARE "CONSPICUOUS" DISCLAIMERS FOR PURPOSES OF ANY APPLICABLE LAW, RULE, REGULATION EXCLUDED ASSETS OR ORDEREXCLUDED LIABILITIES.

As Is, Where Is. The Property is being sold “As Is – Where Is” without any warranties or representations of Seller, except as otherwise expresslly provided for in this Agreement. Except as expressly set for herein to the contrary, SELLER MAKES NO PURCHASER BY CLOSING THIS AGREEMENT HEREBY EXPRESSLY ACKNOWLEDGES AND SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS CONCERNING AGREES THAT PURCHASER HAS OR WILL THOROUGHLY INSPECT AND EXAMINE THE PROPERTY INCLUDING, WITHOUT LIMITATION, REPRESENTATIONS AS TO THE VALUE EXTENT DEEMED NECESSARY BY PURCHASER IN ORDER TO ENABLE PURCHASER TO EVALUATE THE PURCHASE OF THE PROPERTY. PURCHASER BY CLOSING THIS AGREEMENT FURTHER ACKNOWLEDGES AND AGREES THAT PURCHASER IS RELYING SOLELY UPON THE INSPECTION, THE ENVIRONMENTAL CONDITION OF THE PROPERTYEXAMINATION, THE COMPLIANCE OR NON- COMPLIANCE AND EVALUATION OF THE PROPERTY BY PURCHASER AND THAT PURCHASER IS PURCHASING THE PROPERTY ON AN “AS-IS,” “WHERE-IS” AND “WITH RESPECT TO APPLICABLE ENVIRONMENTALALL FAULTS” BASIS WITHOUT REPRESENTATIONS, BUILDINGWARRANTIES AND COVENANTS, ZONINGEXPRESS OR IMPLIED, LICENSING, PERMITTING, ACCESSIBILITY, AND OTHER LAWS AND REGULATIONS, THE CONDITION AND STRUCTURAL INTEGRITY OF ANY IMPROVEMENTS LOCATED ON THE PROPERTYKIND OR NATURE, ACCESS TO THE PROPERTY, UTILITY SERVICE TO THE PROPERTY, THE SUITABILITY, QUALIFICATION, OR LEGAL SUFFICIENCY OF THE PROPERTY FOR USE IN CONNECTION WITH ANY LIKE KIND EXCHANGE CONTEMPLATED BY PURCHASER, THE PRESENCE OF HAZARDOUS SUBSTANCES ON OR UNDER THE PROPERTY, THE DEVELOPABILITY OF THE PROPERTY, THE COSTS OF OWNING AND OPERATING THE PROPERTY AND THE IMPROVEMENTS LOCATED THEREON, THE PAST, PRESENT, OR PROJECTED FUTURE PERFORMANCE AND PROFITABILITY OF THE PROPERTY, OR ANY OTHER MATTER RELATING TO THE SUBJECT PROPERTY. EXCEPT AS EXPRESSLY SET FORTH CONTAINED IN THIS AGREEMENT. PURCHASER BY CLOSING THIS AGREEMENT WAIVES AND RELINQUISHES ALL RIGHTS AND PRIVILEGES ARISING OUT OF, OR WITH RESPECT OR IN RELATION TO, ANY REPRESENTATIONS, WARRANTIES, AND COVENANTS, WHETHER EXPRESS OR IMPLIED, WHICH MAY HAVE BEEN MADE OR GIVEN OR WHICH MAY BE DEEMED TO HAVE BEEN MADE OR GIVEN BY SELLER, EXCEPT AS EXPRESSLY OTHERWISE PROVIDED IN THIS AGREEMENT. WITHOUT LIMITING THE CONTRARYGENERALITY OF THE FOREGOING, PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT, EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, SELLER HAS NOT MADE AND DOES NOT HEREBY DISCLAIMS ALL MAKE ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE WHATSOEVER (INCLUDINGCHARACTER WHATSOEVER, WITHOUT LIMITATION, WARRANTIES OF HABITABILITY AND FITNESS FOR PARTICULAR PURPOSES), WHETHER EXPRESSED EXPRESS OR IMPLIED INCLUDING, WITHOUT LIMITATION WARRANTIES WITH RESPECT TO THE PROPERTY. EXCEPT AS IS EXPRESSLY SET FORTH IN THIS AGREEMENT, PURCHASER ACKNOWLEDGES THAT IT IS NOT RELYING UPON ANY REPRESENTATION OF ANY KIND OR NATURE MADE BY SELLER OR ANY OF THE SELLER RELATED PARTIESIMPLIED, WITH RESPECT TO THE PROPERTY, AND THATITS CONDITION (INCLUDING, IN FACTWITHOUT LIMITATION, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT TO THE CONTRARYANY REPRESENTATION OR WARRANTY REGARDING MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE), NO SUCH REPRESENTATIONS WERE MADE. TO THE EXTENT REQUIRED ITS COMPLIANCE WITH ENVIRONMENTAL LAWS OR OTHER LAWS, INCOME TO BE OPERATIVEDERIVED THEREFROM OR EXPENSES TO BE INCURRED WITH RESPECT THERETO, THE DISCLAIMERS AND WARRANTIES CONTAINED HEREIN ARE "CONSPICUOUS" DISCLAIMERS FOR PURPOSES OBLIGATIONS, RESPONSIBILITIES OR LIABILITIES OF THE OWNER THEREOF, OR ANY APPLICABLE LAW, RULE, REGULATION OTHER MATTER OR ORDERTHING RELATING TO OR AFFECTING THE PROPERTY.

As Is, Where Is. The Property is being sold “As Is – Where Is” without any warranties or representations of SellerBUYER ACKNOWLEDGES AND AGREES THAT SELLER IS TRANSFERRING THE ASSETS TO BUYER AS IS AND WHERE IS, except as otherwise expresslly provided for in this AgreementIN THEIR EXISTING STATE AND PHYSICAL CONDITION AND LOCATION WITH ALL FAULTS. Except as expressly set for herein to the contraryBUYER ACKNOWLEDGES AND AGREES THAT SELLER EXPRESSLY DISCLAIMS, SELLER MAKES NO ALL REPRESENTATIONS AND SPECIFICALLY DISCLAIMS WARRANTIES, EITHER EXPRESS OR IMPLIED, AS TO ANY REPRESENTATIONS CONCERNING MATTER RELATING TO THE PROPERTY ASSETS INCLUDING, WITHOUT LIMITATION, REPRESENTATIONS AS TO : (A) THE VALUE OF THE PROPERTY, THE ENVIRONMENTAL CONDITION OF THE PROPERTYASSETS, (B) THE COMPLIANCE MERCHANTABILITY, SUITABILITY OR NON- COMPLIANCE THE FITNESS FOR ANY PARTICULAR PURPOSE, (C) THE QUALITY OF THE PROPERTY WITH RESPECT MATERIAL OR WORKMANSHIP OF THE ASSETS, (D) THE CONFORMITY TO APPLICABLE ENVIRONMENTALSPECIFICATIONS, BUILDING(E) THE OPERATION, ZONING, LICENSING, PERMITTING, ACCESSIBILITYPERFORMANCE OR MAINTENANCE OF THE ASSETS, AND (F) THE ABSENCE OF LATENT OR OTHER LAWS AND REGULATIONS, THE CONDITION AND STRUCTURAL INTEGRITY OF ANY IMPROVEMENTS LOCATED ON THE PROPERTY, ACCESS TO THE PROPERTY, UTILITY SERVICE TO THE PROPERTY, THE SUITABILITY, QUALIFICATION, OR LEGAL SUFFICIENCY OF THE PROPERTY FOR USE IN CONNECTION WITH ANY LIKE KIND EXCHANGE CONTEMPLATED BY PURCHASER, THE PRESENCE OF HAZARDOUS SUBSTANCES ON OR UNDER THE PROPERTY, THE DEVELOPABILITY OF THE PROPERTY, THE COSTS OF OWNING AND OPERATING THE PROPERTY AND THE IMPROVEMENTS LOCATED THEREON, THE PAST, PRESENT, OR PROJECTED FUTURE PERFORMANCE AND PROFITABILITY OF THE PROPERTY, OR ANY OTHER MATTER RELATING TO THE SUBJECT PROPERTY. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT TO THE CONTRARY, SELLER HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND OR NATURE WHATSOEVER (INCLUDING, WITHOUT LIMITATION, WARRANTIES OF HABITABILITY AND FITNESS FOR PARTICULAR PURPOSES)DEFECTS, WHETHER EXPRESSED OR IMPLIED INCLUDINGNOT DISCOVERABLE. BUYER AGREES THAT ALL SUCH RISKS, WITHOUT LIMITATION OBLIGATIONS AND LIABILITIES AS AMONG BUYER AND SELLER ARE TO BE BORNE BY BUYER. THE PROVISIONS OF THIS SECTION HAVE BEEN NEGOTIATED BY THE PARTIES AND SUCH PROVISIONS ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION OF REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE PROPERTY. EXCEPT AS IS EXPRESSLY SET FORTH IN THIS AGREEMENTBY SELLER, PURCHASER ACKNOWLEDGES THAT IT IS NOT RELYING UPON ANY REPRESENTATION OF ANY KIND EXPRESS OR NATURE MADE BY SELLER OR ANY OF THE SELLER RELATED PARTIESIMPLIED, WITH RESPECT TO THE PROPERTYASSETS, AND THATWHETHER PURSUANT TO ANY LAW NOW OR HEREAFTER IN EFFECT, IN FACT, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT TO THE CONTRARY, NO SUCH REPRESENTATIONS WERE MADE. TO THE EXTENT REQUIRED TO BE OPERATIVE, THE DISCLAIMERS AND WARRANTIES CONTAINED HEREIN ARE "CONSPICUOUS" DISCLAIMERS FOR PURPOSES OF ANY APPLICABLE LAW, RULE, REGULATION EQUITY OR ORDEROTHERWISE.

As Is, Where Is. The Property is being sold THE SALE OF THE PROPERTY HEREUNDER IS AND WILL BE MADE ON AN “As Is – Where IsAS IS, WHERE IS” without any warranties or representations of Seller, except as otherwise expresslly provided for in this AgreementSUBJECT TO ALL FAULTS BASIS. Except as expressly set for herein to the contraryEXCEPT AS PROVIDED IN ARTICLE 6, SELLER MAKES NO HAS NOT MADE, DOES NOT MAKE AND SPECIFICALLY NEGATES AND DISCLAIMS ANY REPRESENTATIONS REPRESENTATIONS, WARRANTIES OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE OF, AS TO, CONCERNING OR WITH RESPECT TO THE PROPERTY INCLUDINGOR ANY OTHER MATTER WHATSOEVER, INCLUDING WITHOUT LIMITATION: (i) THE QUALITY, REPRESENTATIONS AS TO THE VALUE NATURE, ADEQUACY AND PHYSICAL CONDITION AND ASPECTS OF THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, THE ENVIRONMENTAL CONDITION STRUCTURAL ELEMENTS, SEISMIC ASPECTS OF THE PROPERTY, FOUNDATION, ROOF, APPURTENANCES, ACCESS, LANDSCAPING, PARKING FACILITIES AND THE COMPLIANCE OR NON- COMPLIANCE OF ELECTRICAL, MECHANICAL, HVAC, PLUMBING, SEWAGE, AND UTILITY SYSTEMS, FACILITIES AND APPLIANCES, THE SQUARE FOOTAGE WITHIN THE IMPROVEMENTS ON THE PROPERTY WITH RESPECT TO APPLICABLE ENVIRONMENTALAND THE IMPROVEMENTS, BUILDING(ii) THE QUALITY, ZONINGNATURE, LICENSING, PERMITTING, ACCESSIBILITYADEQUACY, AND OTHER LAWS PHYSICAL CONDITION OF SOILS, GEOLOGY AND REGULATIONSANY GROUNDWATER, (iii) THE EXISTENCE, QUALITY, NATURE, ADEQUACY AND PHYSICAL CONDITION AND STRUCTURAL INTEGRITY OF ANY IMPROVEMENTS LOCATED ON UTILITIES SERVING THE PROPERTY, ACCESS TO (iv) THE DEVELOPMENT POTENTIAL OF THE PROPERTY, UTILITY SERVICE TO AND THE PROPERTY’S USE, THE HABITABILITY, MERCHANTABILITY, OR FITNESS, SUITABILITY, QUALIFICATION, VALUE OR LEGAL SUFFICIENCY ADEQUACY OF THE PROPERTY FOR USE IN CONNECTION WITH ANY LIKE KIND EXCHANGE CONTEMPLATED BY PURCHASERPARTICULAR PURPOSE, (v) THE PRESENCE ZONING OR OTHER LEGAL STATUS OF HAZARDOUS SUBSTANCES ON OR UNDER THE PROPERTY, THE DEVELOPABILITY OF THE PROPERTY, THE COSTS OF OWNING AND OPERATING THE PROPERTY AND THE IMPROVEMENTS LOCATED THEREON, THE PAST, PRESENT, OR PROJECTED FUTURE PERFORMANCE AND PROFITABILITY ANY OTHER PUBLIC OR PRIVATE RESTRICTIONS ON USE OF THE PROPERTY, (vi) THE COMPLIANCE OF THE PROPERTY OR ITS OPERATION WITH ANY APPLICABLE CODES, LAWS, REGULATIONS, STATUTES, ORDINANCES, COVENANTS, CONDITIONS AND RESTRICTIONS OF ANY GOVERNMENTAL OR QUASI-GOVERNMENTAL ENTITY OR OF ANY OTHER MATTER RELATING TO PERSON OR ENTITY, (vii) THE SUBJECT PRESENCE OF HAZARDOUS MATERIALS ON, UNDER OR ABOUT THE PROPERTY OR THE ADJOINING OR NEIGHBORING PROPERTY. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT TO , (viii) THE CONTRARY, SELLER HEREBY DISCLAIMS ALL WARRANTIES QUALITY OF ANY KIND OR NATURE WHATSOEVER (INCLUDING, WITHOUT LIMITATION, WARRANTIES OF HABITABILITY LABOR AND FITNESS FOR PARTICULAR PURPOSES), WHETHER EXPRESSED OR IMPLIED INCLUDING, WITHOUT LIMITATION WARRANTIES WITH RESPECT TO MATERIALS USED IN ANY IMPROVEMENTS ON THE PROPERTY. EXCEPT AS IS EXPRESSLY SET FORTH IN THIS AGREEMENT, PURCHASER ACKNOWLEDGES THAT IT IS NOT RELYING UPON ANY REPRESENTATION (ix) THE CONDITION OF ANY KIND OR NATURE MADE BY SELLER OR ANY OF THE SELLER RELATED PARTIES, WITH RESPECT TITLE TO THE PROPERTY, (x) THE LEASES, OR OTHER AGREEMENTS AFFECTING THE PROPERTY AND THATTHE IMPROVEMENTS, IN FACT, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT TO AND (xi) THE CONTRARY, NO SUCH REPRESENTATIONS WERE MADE. TO ECONOMICS OF THE EXTENT REQUIRED TO BE OPERATIVE, OPERATION OF THE DISCLAIMERS PROPERTY AND WARRANTIES CONTAINED HEREIN ARE "CONSPICUOUS" DISCLAIMERS FOR PURPOSES OF ANY APPLICABLE LAW, RULE, REGULATION OR ORDERTHE IMPROVEMENTS.