Common use of AS-IS Clause in Contracts

AS-IS. (a) Lessor shall have no obligation to perform any alterations to the Leased Premises to prepare the same for ▇▇▇▇▇▇'s occupancy thereof. Upon execution of this Agreement, Lessee shall be irrevocably deemed to have (i) accepted and be fully satisfied in all respects with, the Leased Premises, including, without limitation, the status of title shown on any title commitment issued to Lessee by a title Lessee prior to execution of this Agreement (the "Title Commitment"), the environmental condition of the Leased Premises, and the property's value and zoning, (ii) decided to lease the Leased Premises solely on the basis of its own independent investigation, and (iii) accepted the Leased Premises in their present "as-is" condition. Except as expressly stated in this Agreement, Lessor has not made, does not make, and has not authorized anyone else to make any representation as to the present or future status of title, the environmental condition, physical condition, value, leasing, operation, use, tax status, zoning, income and expenses or any other matter or thing pertaining to the Leased Premises, and Lessee acknowledges that except as expressly stated in this Agreement, that no such representation has been made and that in entering into this Agreement Lessee does not rely on any such representation. Lessor makes no warranty or representation, express or implied or arising by operation of law, including, without limitation, any warranty of condition, habitability, merchantability, or fitness for a particular purpose of the Leased Premises. (b) In the event that, as of the date that all required State approvals of this Agreement have been obtained (the "Approval Date"), there are any matters recorded against the Leased Premises which are not disclosed in the Title Commitment ("New Title Exceptions"), Lessee shall have the right to notify Lessor within fifteen (15) days after the Approval Date that it objects to any such New Title Exceptions (a "Title Objection Notice"). In such event, Lessor shall have the right (but not the obligation) within thirty (30) days after receipt of the Title Objection Notice, in its discretion to either record or bond such New Title Exception, or provide the necessary assurances to the title Lessee so that Lessee can obtain a title insurance policy which is not subject to any New Title Exceptions listed in ▇▇▇▇▇▇'s Title Objection Notice (an "Acceptable Policy"). If Lessor is unable or unwilling to discharge or bond such New Title Exceptions or to cause an Acceptable Policy to be issued to Lessee within such thirty (30) day period (which period shall be extended if same cannot with reasonable diligence be completed within thirty (30) days provided that Lessor is diligently seeking to discharge or bond such New Title Exceptions or to cause an Acceptable Policy to be issued to Lessee, but not beyond one hundred eighty (180) days after the date of Lessee's Title Objection Notice), then Lessee shall have the right within thirty (30) days after ▇▇▇▇▇▇'s period to cure has expired to terminate this Agreement upon notice to Lessor.

AS-IS. (a) Lessor shall Purchaser expressly acknowledges and agrees that Purchaser and Purchaser’s agents have no obligation to perform any alterations reviewed or will review pursuant to the Leased Premises to prepare the same for ▇▇▇▇▇▇'s occupancy thereof. Upon execution terms of this AgreementAgreement all materials regarding the condition of the Property which it deems necessary. Subject to the representations and warranties set forth herein, Lessee shall be irrevocably deemed Purchaser further acknowledges and agrees that it is buying the Property on an “AS IS” “WHERE IS,” and “WITH ALL FAULTS” basis. Purchaser is, or after completion of such inspections pursuant to have (i) accepted and be fully satisfied the terms of this Agreement will be, in all respects withsatisfied with the Property, including the Leased Premisesphysical condition thereof, includingand, without limitationexcept for the representations and warranties set forth herein, the status of title shown on any title commitment issued to Lessee by a title Lessee prior to execution of this Agreement (the "Title Commitment"), the environmental condition of the Leased Premises, and the property's value and zoning, (ii) decided to lease the Leased Premises solely on the basis of its own independent investigation, and (iii) accepted the Leased Premises in their present "as-is" condition. Except as expressly stated in this Agreement, Lessor Purchaser has not made, does not make, and has not authorized anyone else to make relied upon any representation as to the present or future status of title, the environmental condition, physical condition, value, leasing, operation, use, tax status, zoning, income and expenses warranty made by either Seller or any other matter officer, employee, agent or thing pertaining to representative of Seller in connection with the Leased PremisesProperty, and Lessee acknowledges that except as expressly stated in this Agreement, that no such representation has been made and that in entering into this Agreement Lessee does not rely on any such representation. Lessor makes no warranty or representation, express or implied or arising by operation of law, includingincluding specifically, without limitation, any warranty of condition, habitability, merchantability, or fitness for a particular purpose representation as to the condition of the Leased Premisesplanning status, topography, grading, climate, air, flood or mudslide hazards, water rights, water, utilities, present and future zoning, governmental entitlements and restrictions, soil, subsoil, paint or contamination of soil or water, access to public roads or the presence or absence of any hazardous waste. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, SELLER HAS NO OBLIGATION TO REPAIR ANY DAMAGE TO OR DEFECT IN THE PROPERTY, REPLACE ANY OF THE PROPERTY OR OTHERWISE REMEDY ANY MATTER AFFECTING THE CONDITION OF THE PROPERTY. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SET FORTH HEREIN, SELLER HEREBY DISCLAIMS ANY AND ALL WARRANTIES WITH RESPECT TO THE LAND, INCLUDING WITHOUT LIMITATION, WARRANTIES AS TO QUALITY HABITABILITY, FITNESS, MERCHANTABILITY AND SUITABILITY FOR ANY PURPOSE. PURCHASER ACKNOWLEDGES THAT THE PURCHASE PRICE REFLECTS THE “AS IS” NATURE OF THIS SALE AND ANY FAULTS, LIABILITIES, DEFECTS OR OTHER ADVERSE MATTERS THAT MAY BE ASSOCIATED WITH THE PROPERTY. PURCHASER HAS FULLY REVIEWED THE DISCLAIMERS AND WAIVERS SET FORTH IN THIS AGREEMENT WITH ITS COUNSEL AND UNDERSTANDS THE SIGNIFICANCE AND EFFECT THEREOF. WITHOUT LIMITATION TO THE FOREGOING, PURCHASER UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT, EXCEPT AS SPECIFICALLY ADDRESSED HEREIN, SELLER’S REPRESENTATIONS AND WARRANTIES DO NOT APPLY TO ANY ENVIRONMENTAL, HEALTH OR SAFETY MATTERS, INCLUDING WITHOUT LIMITATION ANY MATTERS UNDER ENVIRONMENTAL LAWS. PURCHASER ACKNOWLEDGES AND AGREES THAT THE DISCLAIMERS AND OTHER AGREEMENTS SET FORTH IN THIS SECTION 9 ARE AN INTEGRAL PART OF THIS AGREEMENT AND THAT SELLER WOULD NOT HAVE AGREED TO SELL THE FEE PREMISES TO PURCHASER FOR THE PURCHASE PRICE WITHOUT THE DISCLAIMERS AND OTHER AGREEMENTS SET FORTH IN THIS SECTION 9. Nothing in this Section 9 will be construed to amend Seller’s obligations as tenant under the Leaseback Lease. (b) In the event that, as of the date that all required State approvals of this Agreement have been obtained (the "Approval Date"), there are any matters recorded against the Leased Premises which are not disclosed in the Title Commitment ("New Title Exceptions"), Lessee shall have the right to notify Lessor within fifteen (15) days after the Approval Date that it objects to any such New Title Exceptions (a "Title Objection Notice"). In such event, Lessor shall have the right (but not the obligation) within thirty (30) days after receipt of the Title Objection Notice, in its discretion to either record or bond such New Title Exception, or provide the necessary assurances to the title Lessee so that Lessee can obtain a title insurance policy which is not subject to any New Title Exceptions listed in ▇▇▇▇▇▇'s Title Objection Notice (an "Acceptable Policy"). If Lessor is unable or unwilling to discharge or bond such New Title Exceptions or to cause an Acceptable Policy to be issued to Lessee within such thirty (30) day period (which period shall be extended if same cannot with reasonable diligence be completed within thirty (30) days provided that Lessor is diligently seeking to discharge or bond such New Title Exceptions or to cause an Acceptable Policy to be issued to Lessee, but not beyond one hundred eighty (180) days after the date of Lessee's Title Objection Notice), then Lessee shall have the right within thirty (30) days after ▇▇▇▇▇▇'s period to cure has expired to terminate this Agreement upon notice to Lessor.

AS-IS. Tenant shall accept the Premises in its “as is” and “where is” condition as of the Term Commencement Date, provided that (a) Lessor the items set forth on Exhibit L - Part I shall be satisfied as of the Term Commencement Date, and (b) Landlord shall have no obligation to perform removed the equipment designated for removal as set forth on Exhibit M (“Landlord’s Equipment”), which equipment shall be retained by Landlord as Landlord’s property (collectively, the “Delivery Condition”). Landlord shall substantially complete each of the items set forth on Exhibit L - Part II within a commercially reasonable period after the Term Commencement Date. Tenant may not make any alterations or changes to the Leased Premises Premises, or remove any of Landlord’s property that is affixed to prepare the same for ▇▇▇▇▇▇'s occupancy thereofPremises, without Landlord’s prior written consent, which consent may be withheld or conditioned in Landlord’s sole discretion. Upon execution Without limiting the generality of this Agreementthe foregoing, Lessee Tenant shall be irrevocably deemed to have not (i) accepted and be fully satisfied in all respects withmodify nor penetrate nor make any structural change nor addition to the Building, including without limitation, the Leased Premises, nor the roof, Building envelope, load bearing walls, foundation nor any Building systems (collectively, “Building Structure/Systems”), or (ii) remove or alter any of the Premises’ infrastructure, fixtures, built-ins, and/or equipment that is affixed to the Premises as of the date hereof in any respect, without, in either case, first obtaining, on each occasion, Landlord’s consent in writing, which Landlord may grant or withhold in Landlord’s sole discretion, and, if Landlord so consents, then only at Tenant’s expense using only a contractor on Landlord’s list of approved contractors for the Building Structure/Systems, and in a lawful manner and upon such terms and conditions as Landlord, by such writing, shall approve, which shall include, without implied limitation, maintenance of insurance in form and substance satisfactory to Landlord. Any Landlord approval of such alterations may be conditioned upon the Tenant’s delivery to Landlord of such documents as Landlord may reasonably require to understand or assess the scope of the proposed changes, and/or additional protections required as arise therefrom, including, without limitation, certificates of insurance, timeline, list of required permits or approvals, and stamped architectural drawings or other plans together with cost affidavits and evidence of available funds. Landlord shall deliver notice of its consent or withholding of consent in connection with any such plans proposed by Tenant requiring Landlord consent and in connection with any selection of contractors proposed by Tenant requiring Landlord consent within ten (10) business days after Landlord receives the status same from Tenant (which notice of title shown on any title commitment issued Landlord shall, in the case of a withholding of consent, contain a description of the reasons for Landlord’s withholding of consent). If Landlord fails to Lessee by approve or disapprove of Tenant’s proposed plans or contractors within such ten (10) business day period, Tenant may give Landlord notice of such failure and if such notice includes a title Lessee statement at the top of the page having a heading in at least 12-point type, bold and all capital letters stating “LANDLORD’S FAILURE TO RESPOND TO TENANT’S REQUEST FOR APPROVAL OF THE ENCLOSED PLANS OR CONTRACTORS WILL RESULT IN LANDLORD’S DEEMED APPROVAL OF SUCH PLANS OR CONTRACTORS”, then Landlord shall be deemed to have approved such plans and/or contractors (as applicable) if Landlord fails to respond to such request within an additional five (5) business days. Notwithstanding anything in this Section 3.1 to the contrary, Tenant shall provide Landlord at least fourteen (14) days’ prior notice thereof, but shall not be required to execution obtain Landlord’s consent to perform interior, non-structural alterations that: (a) cost less than One Hundred Thousand Dollars ($100,000.00) in the aggregate (including all related alterations which may be part of this Agreement (the "Title Commitment"a larger project or a series of related projects), not including the environmental condition cost of the Leased Premisesfurniture, trade fixtures and the property's value and zoning, (ii) decided to lease the Leased Premises solely on the basis of its own independent investigationequipment, and (iiib) accepted do not affect the Leased Premises in their present "as-is" condition. Except as expressly stated in this Agreement, Lessor has not made, does not make, Building Structure/Systems (alterations satisfying the foregoing clauses (a) and has not authorized anyone else to make any representation as to the present or future status of title, the environmental condition, physical condition, value, leasing, operation, use, tax status, zoning, income and expenses or any other matter or thing pertaining to the Leased Premises, and Lessee acknowledges that except as expressly stated in this Agreement, that no such representation has been made and that in entering into this Agreement Lessee does not rely on any such representation. Lessor makes no warranty or representation, express or implied or arising by operation of law, including, without limitation, any warranty of condition, habitability, merchantability, or fitness for a particular purpose of the Leased Premises. (b) In are referred to herein as “Permitted Alterations”. With the event that, as exception of the date that requirement to obtain Landlord’s consent, the performance or construction of any Permitted Alterations shall comply with all required State approvals other terms and conditions of this Agreement have been obtained (the "Approval Date"), there are any matters recorded against the Leased Premises which are not disclosed in the Title Commitment ("New Title Exceptions"), Lessee shall have the right to notify Lessor within fifteen (15) days after the Approval Date that it objects Lease applicable to any such New Title Exceptions (a "Title Objection Notice")alterations or other work by Tenant at the Premises. In such event, Lessor Tenant shall have the right (but not the obligation) within thirty (30) days after receipt provide Landlord with copies of the Title Objection Notice, in its discretion to either record or bond such New Title Exception, or provide the necessary assurances to the title Lessee so any construction plans and as-built plans that Lessee can obtain a title insurance policy which is not subject to Tenant obtains for any New Title Exceptions listed in ▇▇▇▇▇▇'s Title Objection Notice (an "Acceptable Policy"). If Lessor is unable or unwilling to discharge or bond such New Title Exceptions or to cause an Acceptable Policy to be issued to Lessee within such thirty (30) day period (which period shall be extended if same cannot with reasonable diligence be completed within thirty (30) days provided that Lessor is diligently seeking to discharge or bond such New Title Exceptions or to cause an Acceptable Policy to be issued to Lessee, but not beyond one hundred eighty (180) days after the date of Lessee's Title Objection Notice), then Lessee shall have the right within thirty (30) days after ▇▇▇▇▇▇'s period to cure has expired to terminate this Agreement upon notice to LessorPermitted Alterations.

AS-IS. (a) Lessor shall have no obligation to perform any alterations to the Leased Premises to prepare the same for ▇▇▇▇▇▇'s occupancy thereof. Upon execution of this Agreement, Lessee shall be irrevocably deemed to have (i) accepted and be fully satisfied in all respects with, the Leased Premises, including, without limitation, the status of title shown on any title commitment issued to Lessee by a title Lessee insurer prior to execution of this Agreement (the "Title Commitment"), the environmental condition of the Leased Premises, and the property's value and zoning, (ii) decided to lease the Leased Premises solely on the basis of its own independent investigation, and (iii) accepted the Leased Premises in their its present "as-is" condition. Except as expressly stated in this Agreement, Lessor has not made, does not make, and has not authorized anyone else to make any representation as to the present or future status of title, the environmental condition, physical condition, value, leasing, operation, use, tax status, zoning, income and expenses or any other matter or thing pertaining to the Leased Premises, and Lessee acknowledges that except as expressly stated in this Agreement, that no such representation has been made and that in entering into this Agreement Lessee does not rely on any such representation. Lessor makes no warranty or representation, express or implied or arising by operation of law, including, without limitation, any warranty of condition, habitability, merchantability, or fitness for a particular purpose of the Leased Premises. (b) In the event that, as of the date that all required State approvals of this Agreement have been obtained (the "Approval Date"), there are any matters recorded against the Leased Premises which are not disclosed in the Title Commitment ("New Title Exceptions"), Lessee shall have the right to notify Lessor within fifteen (15) days after the Approval Date that it objects to any such New Title Exceptions (a "Title Objection Notice"). In such event, Lessor shall have the right (but not the obligation) within thirty (30) days after receipt of the Title Objection Notice, in its discretion to either record or bond such New Title Exception, or provide the necessary assurances to the title Lessee so that Lessee can obtain a title insurance policy which is not subject to any New Title Exceptions listed in ▇▇▇▇▇▇'s Title Objection Notice (an "Acceptable Policy"). If Lessor is unable or unwilling to discharge or bond such New Title Exceptions or to cause an Acceptable Policy to be issued to Lessee within such thirty (30) day period (which period shall be extended if same cannot with reasonable diligence be completed within thirty (30) days provided that Lessor is diligently seeking to discharge or bond such New Title Exceptions or to cause an Acceptable Policy to be issued to Lessee, but not beyond one hundred eighty (180) days after the date of Lessee's Title Objection Notice), then Lessee shall have the right within thirty (30) days after ▇▇▇▇▇▇'s period to cure has expired to terminate this Agreement upon notice to Lessor.

AS-IS. (a) Lessor shall have no obligation TENANT AGREES THAT IT IS NOT RELYING ON AND HEREBY DISCLAIMS ANY WARRANTY OR REPRESENTATION MADE BY LANDLORD, LANDLORD’ S AGENTS, OR ANY BROKER CONCERNING THE USE OR CONDITION OF THE PREMISES, COMMON AREAS OR THE PROJECT. TENANT ACKNOWLEDGES AND AGREES THAT IT ACCEPTS THE PREMISES IN THEIR “AS-IS, WHERE IS” PHYSICAL CONDITION AS OF THE DELIVERY DATE, WITHOUT ANY OBLIGATION BY LANDLORD TO PAINT, REDECORATE, OR PERFORM ANY OTHER WORK IN, ON OR ABOUT THE PREMISES AT ANY TIME, EXCEPT AS OTHERWISE SPECIFICALLY SET FORTH IN THIS LEASE. LANDLORD, ANY AGENT OF LANDLORD AND ANY BROKER HAVE NOT MADE, AND WILL NOT MAKE, ANY WARRANTY OR REPRESENTATION OF ANY KIND, EXPRESSED OR IMPLIED, WITH RESPECT TO THE PREMISES, THE BUILDING, COMMON AREAS OR ANY OTHER PORTION OF THE PROJECT. LANDLORD EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTY OF SUITABILITY, HABITABILITY OR MERCHANTABILITY. Notwithstanding the foregoing, Landlord represents and warrants to perform any alterations to Tenant that as of the Leased Premises to prepare the same for ▇▇▇▇▇▇'s occupancy thereof. Upon execution of this AgreementProject Completion, Lessee shall be irrevocably deemed to have (i) accepted the Shell Improvements shall be in good and be fully satisfied in all respects with, the Leased Premises, including, without limitation, the status of title shown on any title commitment issued to Lessee by a title Lessee prior to execution of this Agreement (the "Title Commitment"), the environmental clean operating condition of the Leased Premises, and the property's value and zoningrepair, (ii) decided to lease the Leased Premises solely on electrical, mechanical, HVAC, plumbing, sewer, elevator and other systems serving the basis Buildings and installed as part of its own independent investigationLandlord’s Work will be in good operating condition and repair, and (iii) accepted the Leased Premises roof of the Buildings will be in their present "as-is" condition. Except as expressly stated in this Agreementgood condition and water tight, Lessor has not made, does not make, and has not authorized anyone else (iv) to make any representation as to the present or future status of titleLandlord’s current actual knowledge, the environmental conditionLandlord’s Work will not be in violation of municipal, physical conditionstate and federal statutes, valuerules, leasingregulations, operationordinances, userequirements and orders then in effect, tax status, zoning, income and expenses or any other matter or thing pertaining to the Leased Premises, and Lessee acknowledges that except as expressly stated in this Agreement, that no such representation has been made and that in entering into this Agreement Lessee does not rely on any such representation. Lessor makes no warranty or representation, express or implied or arising by operation of law, including, including without limitation, any warranty all applicable statutes, rules, regulations, ordinances, requirements or orders requiring installation of conditionfire sprinkler systems, habitabilityseismic reinforcement and related alterations, merchantabilityremoval of asbestos, or fitness for a particular purpose of the Leased Premisesand compliance with ADA and fire/safety. (b) In the event that, as of the date that all required State approvals of this Agreement have been obtained (the "Approval Date"), there are any matters recorded against the Leased Premises which are not disclosed in the Title Commitment ("New Title Exceptions"), Lessee shall have the right to notify Lessor within fifteen (15) days after the Approval Date that it objects to any such New Title Exceptions (a "Title Objection Notice"). In such event, Lessor shall have the right (but not the obligation) within thirty (30) days after receipt of the Title Objection Notice, in its discretion to either record or bond such New Title Exception, or provide the necessary assurances to the title Lessee so that Lessee can obtain a title insurance policy which is not subject to any New Title Exceptions listed in ▇▇▇▇▇▇'s Title Objection Notice (an "Acceptable Policy"). If Lessor is unable or unwilling to discharge or bond such New Title Exceptions or to cause an Acceptable Policy to be issued to Lessee within such thirty (30) day period (which period shall be extended if same cannot with reasonable diligence be completed within thirty (30) days provided that Lessor is diligently seeking to discharge or bond such New Title Exceptions or to cause an Acceptable Policy to be issued to Lessee, but not beyond one hundred eighty (180) days after the date of Lessee's Title Objection Notice), then Lessee shall have the right within thirty (30) days after ▇▇▇▇▇▇'s period to cure has expired to terminate this Agreement upon notice to Lessor.

AS-IS. (a) Lessor shall have no obligation to perform any alterations Notwithstanding anything to the Leased Premises to prepare the same for ▇▇▇▇▇▇'s occupancy thereof. Upon execution of this Agreement, Lessee shall be irrevocably deemed to have (i) accepted and be fully satisfied in all respects with, the Leased Premises, including, without limitation, the status of title shown on any title commitment issued to Lessee by a title Lessee prior to execution of this Agreement (the "Title Commitment"), the environmental condition of the Leased Premises, and the property's value and zoning, (ii) decided to lease the Leased Premises solely on the basis of its own independent investigation, and (iii) accepted the Leased Premises in their present "as-is" condition. Except as expressly stated contrary contained in this Agreement, Lessor has not madeBuyer acknowledges and agrees that, does not makeexcept as otherwise expressly set forth in this Agreement or the Closing Documents, (i) Buyer is purchasing the Property subject to all existing conditions, latent or patent, and applicable laws, rules, regulations, codes, ordinances and orders, and (ii) neither Seller nor any Seller Released Party has not authorized anyone else to make made any representation representations, warranties or agreements by or on behalf of Seller of any kind whatsoever, whether oral or written, express or implied, statutory or otherwise, as to any matters concerning the Property, the condition of the Property, the size (including rentable or usable square footage) of the Real Property and/or any of the Improvements, the present use of the Property or future status the suitability of titleBuyer's contemplated ownership, operation or use of the environmental Property. WITHOUT LIMITING THE FOREGOING, BUYER EXPRESSLY ACKNOWLEDGES AND AGREES THAT SELLER HAS NOT AGREED TO PROVIDE ANY LOAN TO BUYER TO FINANCE BUYER'S PURCHASE OF THE PROPERTY, THAT BUYER HAS ASSUMED THE ENTIRE RISK THAT BUYER MAY OR MAY NOT BE ABLE TO OBTAIN A LOAN TO FINANCE BUYER'S PURCHASE OF THE PROPERTY, AND THAT BUYER'S INABILITY OR FAILURE TO OBTAIN A LOAN TO FINANCE BUYER'S PURCHASE OF THE PROPERTY SHALL NOT EXCUSE OR RELIEVE BUYER FROM PERFORMING BUYER'S OBLIGATIONS UNDER THIS AGREEMENT. Buyer hereby acknowledges and agrees that, except for the representations and warranties and covenants of Seller expressly provided in this Agreement and in the Closing Documents, (1) the Property is to be purchased by and conveyed to Buyer in its present condition, physical condition"AS IS", "WHERE IS" AND WITH ALL FAULTS, and that no patent or latent defect or deficiency in the condition of the Property whether or not known or discovered, shall affect the rights of either Seller or Buyer hereunder nor shall the Purchase Price be reduced as a consequence thereof and (2) Buyer shall acquire the Property solely upon the basis of Buyer's independent inspection and investigation of the Property, including: (a) the quality, nature, habitability, merchantability, use, operation, value, leasingmarketability, operation, use, tax status, zoning, income and expenses adequacy or physical condition of the Property or any other matter aspect or thing pertaining to portion thereof, including access, sewage, soils, geology and groundwater, or whether the Leased PremisesReal Property lies within a special flood hazard area, and Lessee acknowledges that except as expressly stated in this Agreementan area of potential flooding, that no such representation has been made and that in entering into this Agreement Lessee does not rely on a very high fire hazard severity zone, a wildland fire area, an earthquake fault zone or a seismic hazard zone; (b) the dimensions or lot size of the Real Property or the nature or square footage of any such representation. Lessor makes no warranty Improvements thereon; (c) the development or representationincome potential, express or implied rights of or arising by operation of lawrelating to, including, without limitation, any warranty of conditionthe Real Property or its use, habitability, merchantability, or fitness fitness, or the suitability, value or adequacy of such Real Property for a any particular purpose purpose; (d) the zoning or other legal status of the Leased Premises. (b) In Real Property or any other public or private restrictions on the event that, as use of the date that all required State approvals Real Property; (e) the compliance of this Agreement have been obtained the Real Property or its operation with any applicable codes, laws, regulations, statutes, ordinances, covenants, conditions and restrictions of any governmental or regulatory agency or authority or of any other person or entity (including the "Approval Date"Americans With Disabilities Act); (f) the ability of Buyer to obtain any necessary governmental approvals, there are licenses or permits for Buyer's intended use, occupancy or development of the Real Property; (g) the presence or absence of Hazardous Materials on, in, under, above or about the Real Property or any matters recorded against adjoining or neighboring property; (h) the Leased Premises which are not disclosed quality of any labor and materials used in the Title Commitment Improvements; ("New Title Exceptions")i) the condition of title to the Real Property; (j) Service Contracts or any other agreements affecting the Real Property or the intentions of any party with respect to the negotiation and/or execution of any lease or contract with respect to the Real Property; (k) Seller's ownership of the Property or any portion thereof; or (l) the economics of, Lessee shall have or the right income and expenses, revenue or expense projections or other financial matters, relating to notify Lessor within fifteen (15) days after the Approval Date ownership or use of the Real Property. Without limiting the generality of the foregoing, Buyer expressly acknowledges and agrees that it objects to Buyer is not relying on any such New Title Exceptions (a "Title Objection Notice"). In such eventrepresentation or warranty of Seller or any Seller Released Parties, Lessor shall have the whether implied, presumed or expressly provided at law or otherwise, arising by virtue of any statute, common law or other legally binding right (but not the obligationother than this Agreement) within thirty (30) days after receipt nor remedy in favor of the Title Objection Notice, in its discretion to either record or bond such New Title Exception, or provide the necessary assurances to the title Lessee so that Lessee can obtain a title insurance policy which is not subject to any New Title Exceptions listed in ▇▇▇▇▇▇Buyer. Buyer's Title Objection Notice (an "Acceptable Policy"). If Lessor is unable or unwilling to discharge or bond such New Title Exceptions or to cause an Acceptable Policy to be issued to Lessee within such thirty (30) day period (which period shall be extended if same cannot with reasonable diligence be completed within thirty (30) days provided that Lessor is diligently seeking to discharge or bond such New Title Exceptions or to cause an Acceptable Policy to be issued to Lessee, but not beyond one hundred eighty (180) days after the date of Lessee's Title Objection Notice), then Lessee shall have the right within thirty (30) days after ▇▇▇▇▇▇'s period to cure has expired to terminate this Agreement upon notice to Lessor.Initials: AMDR

AS-IS. (a) Lessor shall have no obligation to perform any alterations to the Leased Premises to prepare the same for ▇▇▇▇▇▇'s occupancy thereof. Lessee may, however, request that Lessor make certain Build Out or Improvements at Lessee’s expense in accordance with Section 4 of this Agreement. Upon execution of this Agreement, Lessee shall be irrevocably deemed to have (i) accepted and be fully satisfied in all respects with, the Leased Premises, including, without limitation, the status of title shown on any title commitment issued to Lessee by a title Lessee company prior to execution of this Agreement (the "Title Commitment")) if applicable, the environmental condition of the Leased Premises, and the property's value and zoning, (ii) decided to lease the Leased Premises solely on the basis of its own independent investigation, and (iii) accepted the Leased Premises in their present "as-is" condition. Except as expressly stated in this Agreement, Lessor has not made, does not make, and has not authorized anyone else to make any representation as to the present or future status of title, the environmental condition, physical condition, value, leasing, operation, use, tax status, zoning, income and expenses or any other matter or thing pertaining to the Leased Premises, and Lessee acknowledges that except as expressly stated in this Agreement, that no such representation has been made and that in entering into this Agreement Lessee does not rely on any such representation. Lessor makes no warranty or representation, express or implied or arising by operation of law, including, without limitation, any warranty of condition, habitability, merchantability, or fitness for a particular purpose of the Leased Premises. (b) In the event that, as of the date that all required State approvals of this Agreement have been obtained (the "Approval Date"), there are any matters recorded against the Leased Premises which are not disclosed in the Title Commitment ("New Title Exceptions")) if applicable, Lessee shall have the right to notify Lessor within fifteen (15) days after the Approval Date that it objects to any such New Title Exceptions (a "Title Objection Notice"). In such event, Lessor shall have the right (but not the obligation) within thirty (30) days after receipt of the Title Objection Notice, in its discretion to either record or bond such New Title Exception, or provide the necessary assurances to the title Lessee so that Lessee can obtain a title insurance policy which is not subject to any New Title Exceptions listed in ▇▇▇▇▇▇'s Title Objection Notice (an "Acceptable Policy"). If Lessor is unable or unwilling to discharge or bond such New Title Exceptions or to cause an Acceptable Policy to be issued to Lessee within such thirty (30) day period (which period shall be extended if same cannot with reasonable diligence be completed within thirty (30) days provided that Lessor is diligently seeking to discharge or bond such New Title Exceptions or to cause an Acceptable Policy to be issued to Lessee, but not beyond one hundred eighty (180) days after the date of Lessee's Title Objection Notice), then Lessee shall have the right within thirty (30) days after ▇▇▇▇▇▇'s period to cure has expired to terminate this Agreement upon notice to Lessor.

AS-IS. (a) Lessor shall have no obligation to perform any alterations to The Property is being sold in an “AS IS, WHERE IS” condition and “WITH ALL FAULTS” as of the Leased Premises to prepare the same for ▇▇▇▇▇▇'s occupancy thereof. Upon execution Effective Date and as of this Agreement, Lessee shall be irrevocably deemed to have (i) accepted and be fully satisfied Closing except as expressly set forth in all respects with, the Leased Premises, including, without limitation, the status of title shown on any title commitment issued to Lessee by a title Lessee prior to execution of this Agreement (the "Title Commitment"), the environmental condition of the Leased Premises, and the property's value and zoning, (ii) decided to lease the Leased Premises solely on the basis of its own independent investigation, and (iii) accepted the Leased Premises in their present "as-is" conditionClosing Documents. Except as expressly stated set forth in this AgreementAgreement and the Closing Documents, Lessor no representations or warranties have been made or are made and no responsibility has not madebeen or is assumed by Seller or by any partner, does not makeofficer, and has not authorized anyone else person, firm, agent, attorney or representative acting or purporting to make any representation act on behalf of Seller as to (i) the present condition or future status state of titlerepair of the Property; (ii) the compliance or non-compliance of the Property with any applicable laws, the environmental condition, physical condition, value, leasing, operation, use, tax status, zoning, income and expenses regulations or any other matter or thing pertaining to the Leased Premises, and Lessee acknowledges that except as expressly stated in this Agreement, that no such representation has been made and that in entering into this Agreement Lessee does not rely on any such representation. Lessor makes no warranty or representation, express or implied or arising by operation of law, ordinances (including, without limitation, any warranty applicable zoning, building or development codes); (iii) the value, expense of operation, or income potential of the Property; (iv) any other fact or condition which has or might affect the Property or the condition, habitabilitystate of repair, merchantabilitycompliance, value, expense of operation or income potential of the Property or any portion thereof; or (v) whether the Property contains asbestos or harmful or toxic substances or pertaining to the extent, location or nature of same. The parties agree that all understandings and agreements heretofore made between them or their respective agents or representatives are merged in this Agreement and the Exhibits hereto annexed, which alone fully and completely express their agreement, and that this Agreement has been entered into after full investigation, or fitness with the parties satisfied with the opportunity afforded for a particular purpose full investigation, neither party relying upon any statement or representation by the other unless such statement or representation is specifically embodied in this Agreement or the Exhibits annexed hereto. Subject to the terms of Section 29 hereof, Buyer waives its right to recover from, and forever releases and discharges Seller’s Indemnified Parties from any and all Claims, that may ​ arise on account of or in any way be connected with the Property, the physical condition thereof, or any law or regulation applicable thereto (including, without limitation, claims under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (42 U.S.C. Section 6901, et seq.), the Resources Conservation and Recovery Act of 1976 (42 U.S.C. Section 6901, et seq.), the Clean Water Act (33 U.S.C. Section 1251, et seq.), the Safe Drinking Water Act (49 U.S.C. Section 1801, et seq.), the Hazardous Transportation Act (42 U.S.C. Section 6901, et seq.), and the Toxic Substance Control Act (15 U.S.C. Section 2601, et seq.). Without limiting the foregoing, Buyer, upon Closing, shall be deemed to have waived, relinquished and released Seller and all other Seller’s Indemnified Parties from any and all Claims, matters arising out of latent or patent defects or physical conditions, violations of applicable laws (including, without limitation, any environmental laws) and any and all other acts, omissions, events, circumstances or matters affecting the Property. As part of the Leased Premises. (b) In the event that, as of the date that all required State approvals provisions of this Agreement have been obtained (the "Approval Date")Section 7.3, there are any matters recorded against the Leased Premises which are not disclosed in the Title Commitment ("New Title Exceptions"), Lessee shall have the right to notify Lessor within fifteen (15) days after the Approval Date that it objects to any such New Title Exceptions (a "Title Objection Notice"). In such event, Lessor shall have the right (but not the obligation) within thirty (30) days after receipt of the Title Objection Noticeas a limitation thereon, in its discretion to either record or bond such New Title Exception, or provide the necessary assurances to the title Lessee so that Lessee can obtain a title insurance policy which is not subject to any New Title Exceptions listed in ▇▇▇▇▇ hereby agrees, represents and warrants that the matters released herein are not limited to matters which are known or disclosed, and Buyer hereby waives any and all rights and benefits which it now has, or in the future may have conferred upon it, by virtue of the provisions of federal, state or local law, rules and regulations. ▇▇'s Title Objection Notice (an "Acceptable Policy"). If Lessor is unable ▇▇▇ agrees that should any cleanup, remediation or unwilling to discharge removal of Hazardous Substances or bond such New Title Exceptions other environmental conditions on or to cause an Acceptable Policy to about the Property be issued to Lessee within such thirty (30) day period (which period shall be extended if same cannot with reasonable diligence be completed within thirty (30) days provided that Lessor is diligently seeking to discharge or bond such New Title Exceptions or to cause an Acceptable Policy to be issued to Lessee, but not beyond one hundred eighty (180) days required after the date of Lessee's Title Objection Notice)Closing, then Lessee such clean-up, removal or remediation shall have not be the right within thirty (30) days after ▇▇▇▇▇▇'s period to cure has expired to terminate responsibility of Seller. The provisions of this Agreement upon notice to LessorSection 7.3 shall survive Closing.

AS-IS. (a) Lessor shall have no obligation to perform any alterations to Except as otherwise expressly set forth in Seller’s Representations or otherwise in this Agreement or in the Leased Premises to prepare Ancillary Documents: 6.2.1 PURCHASER ACKNOWLEDGES AND AGREES THAT, AS A MATERIAL INDUCEMENT TO THE SELLERS’ EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH PROPERTY IS EXPRESSLY PURCHASED AND SOLD “AS IS,” “WHERE IS,” AND “WITH ALL FAULTS,” SUBJECT TO THE TERMS AND CONDITIONS HEREOF AND OF THE ANCILLARY DOCUMENTS, AND EXCEPT FOR THE EXPRESS REPRESENTATIONS SET FORTH HEREIN AND THEREIN. 6.2.2 The Purchase Price and the same for ▇▇▇▇▇▇'s occupancy thereof. Upon execution terms and conditions set forth herein are the result of arm’s-length bargaining between entities familiar with transactions of this Agreement, Lessee shall be irrevocably deemed to have (i) accepted and be fully satisfied in all respects with, the Leased Premises, including, without limitation, the status of title shown on any title commitment issued to Lessee by a title Lessee prior to execution of this Agreement (the "Title Commitment"), the environmental condition of the Leased Premiseskind, and the property's value price, terms and zoning, (ii) decided to lease the Leased Premises solely on the basis of its own independent investigation, and (iii) accepted the Leased Premises in their present "as-is" condition. Except as expressly stated conditions set forth in this AgreementAgreement reflect the fact that Purchaser is not relying upon any information provided by (or by any Person on behalf of) Seller or statements, Lessor has not maderepresentations or warranties, does not makeexpress or implied, and has not authorized anyone else to make made (or deemed made by law) by (or by any representation as to the present or future status of title, the environmental condition, physical condition, value, leasing, operation, use, tax status, zoning, income and expenses or any other matter or thing pertaining to the Leased Premises, and Lessee acknowledges that Person on behalf of) Seller (except as expressly stated set forth in the Seller’s Representations or otherwise in this Agreement, that no such representation has been made and that Agreement or in entering into this Agreement Lessee does not rely on any such representation. Lessor makes no warranty or representation, express or implied or arising by operation of lawthe Ancillary Documents), including, without limitation, any warranty relating to the value of conditionthe Properties, habitabilitythe physical or environmental condition of the Properties, merchantabilityany state, federal, county or local law, ordinance, order or permit, or fitness for a particular purpose the suitability, compliance or lack of compliance of the Leased PremisesProperties with any regulation, or any other attribute or matter of or relating to the Properties. Except as expressly set forth in this Agreement or any Ancillary Document, Purchaser agrees that Seller shall not be responsible or liable to Purchaser for any defects, errors or omissions in the Seller’s Deliveries, the Third-Party Reports or on account of any conditions affecting the Properties. (b) In the event 6.2.3 Purchaser agrees and acknowledges that, except as expressly set forth in the Seller’s Representations or otherwise in this Agreement or any Ancillary Document, Seller makes no representations or warranties with respect to the Properties (or any portion thereof), the operation, management and/or leasing of the date that Properties or concerning any statements made or information delivered or made available to Purchaser (whether by Seller, any of its Affiliates or any agents, representatives, consultants or advisors of any of the foregoing, or any other Person) with respect to the Properties (or any portion thereof) or the business of Seller or the Transactions, whether included as part of the Seller’s Deliveries or any other information disclosed to the Purchaser or otherwise, and all required State approvals of such representations and warranties are hereby expressly excluded and disclaimed. Purchaser agrees and acknowledges that, except as expressly set forth in the Seller’s Representations or otherwise in this Agreement have been obtained or any Ancillary Documents, all Seller’s Deliveries are and were provided for informational purposes only, and Purchaser shall not in any way be entitled to rely upon the completeness or accuracy of the Seller’s Deliveries, and will instead in all instances rely exclusively on its own inspections, consultants and advisors with respect to all matters which it deems relevant to its decision to acquire, own and operate the Properties. If this Agreement is terminated for any reason, all tangible copies of the Seller’s Deliveries and Third-Party Reports that are in Purchaser’s possession, shall within ten (the "Approval Date")10) Business Days after written request from Seller therefor, there are any matters recorded against the Leased Premises which returned to Seller or, at Purchaser’s option in its sole discretion, destroyed by Purchaser, in each case except as required by Law or Purchaser’s bona fide document retention policies or for digital copies that are not disclosed practicable to destroy. 6.2.4 Except as expressly set forth in the Title Commitment ("New Title Exceptions")Seller’s Representations or otherwise in this Agreement or any Ancillary Document and subject to Purchaser’s rights under Article IX, Lessee from and after Closing, Purchaser, for itself and on behalf of its successors and assigns, and anyone claiming by, through or under Purchaser, hereby fully releases each of Seller and the other Seller Indemnified Parties from, and irrevocably waives its right to maintain, any and all claims and causes of action that it or they may now have or hereafter acquire or arise against Seller or such other Seller Indemnified Parties with respect to any and all Damages arising from or related to any defects, errors, omissions in the Seller’s Deliveries, the Third-Party Reports or other conditions affecting the Properties. 6.2.5 Purchaser acknowledges and agrees that, except as expressly set forth herein or in any of the Ancillary Documents, no representation has been made, and no responsibility is assumed by Seller, with respect to the financial earning capacity or expense history of the Properties, the continued occupancy levels of the Properties, or any part thereof or, without limiting any of the foregoing, occupancy at and after Closing. 6.2.6 Purchaser agrees and acknowledges that, except as expressly set forth in Seller’s Representations or otherwise in this Agreement or any Ancillary Document prior to the Closing, Seller shall have the right to notify Lessor within fifteen (15) days after the Approval Date that it objects to any such New Title Exceptions (a "Title Objection Notice"). In such eventright, Lessor shall have the right (but not the obligation) within thirty (30) days after receipt , to enforce its rights against any and all occupants, guests, or Residents of the Title Objection NoticeProperties; provided, that Purchaser’s consent shall be required for any enforcement that individually or in its discretion the aggregate would have a Material Adverse Effect. Purchaser agrees that the departure or removal, prior to either record Closing, of any guests, occupants or bond Residents shall not be the basis for, nor shall it give rise to, any claim on the part of Purchaser, nor shall it affect the obligations of Purchaser under this Agreement in any manner whatsoever; and Purchaser shall close title and accept delivery of the Deeds with or without such New Title Exceptiontenants, guests, occupants or provide Residents in possession and without any allowance or reduction in the necessary assurances Purchase Price under this Agreement; provided, that Purchaser’s consent shall be required for any voluntary removal by Seller that would have a Material Adverse Effect. 6.2.7 Purchaser acknowledges that the Properties may be subject to the title Lessee so that Lessee can obtain a title insurance policy which is not subject to any New Title Exceptions listed in ▇▇▇▇▇▇'s Title Objection Notice federal Americans With Disabilities Act (an "Acceptable Policy"the “ADA”) and the federal Fair Housing Act (the “FHA”). If Lessor is unable The ADA requires, among other matters, that Residents and/or owners of “public accommodations” remove barriers in order to make the Properties accessible to disabled persons and provide auxiliary aids and services for hearing, vision or unwilling speech impaired persons. Except as expressly set forth in the Seller’s Representations or as otherwise expressly set forth herein or in the Ancillary Documents, Seller makes no warranty, representation or guarantee of any type or kind with respect to discharge the Properties’ compliance with the ADA or bond such New Title Exceptions the FHA (or to cause an Acceptable Policy to be issued to Lessee within such thirty (30) day period (which period shall be extended if same cannot with reasonable diligence be completed within thirty (30) days provided that Lessor is diligently seeking to discharge any similar state or bond such New Title Exceptions or to cause an Acceptable Policy to be issued to Lessee, but not beyond one hundred eighty (180) days after the date of Lessee's Title Objection Noticelocal law), then Lessee shall have the right within thirty (30) days after ▇▇▇▇▇▇'s period to cure has expired to terminate this Agreement upon notice to Lessorand Seller expressly disclaims any such representations.

AS-IS. (a) Lessor Notwithstanding any provision in this Agreement to the contrary, the Conditions Affecting the Property or Transaction at lines 116 through 178 of the Offer and all representations and warranties wherever contained in the Agreement and reference to survival of the same following Closing and the conveyance of the Property are hereby deleted and such Conditions Affecting the Property or Transaction and warranties and representations shall have no obligation to perform any alterations to the Leased Premises to prepare the same for ▇▇▇▇▇▇'s occupancy thereof. Upon execution of this Agreement, Lessee shall be irrevocably deemed to have (i) accepted and be fully satisfied in all respects with, the Leased Premises, including, without limitation, the status of title shown on any title commitment issued to Lessee by a title Lessee prior to execution of this Agreement (the "Title Commitment"), the environmental condition of the Leased Premises, force or effect and the property's value following is substituted therefor: Buyer understands and zoning, (ii) decided to lease agrees that the Leased Premises solely on the basis of its own independent investigation, and (iii) accepted the Leased Premises in their present "as-Property is being purchased “as is" condition. Except as expressly stated in this Agreement, Lessor has not made, does not make, and has not authorized anyone else to make any representation as to the present or future status of title, the environmental condition, physical condition, value, leasing, operation, use, tax status, zoning, income and expenses or any other matter or thing pertaining to the Leased Premises, and Lessee acknowledges that except as expressly stated in this Agreement, that no such representation has been made ” and that in entering into this Agreement Lessee does not rely on neither Seller nor Seller’s agent(s) makes nor has made any such representation. Lessor makes no warranty representations or representationwarranties, express or whether express, implied or arising by operation of law, includingas to the quality or condition of the surface and subsurface of the Property, without limitationnor as to any (non)compliance with any relevant law, code, ordinance, rule or regulation, nor as to any warranty government programs which apply to any part of conditionthe Property (e. g., habitabilityfarmland preservation agreements, merchantabilityfarmland preservation or exclusive agricultural zoning, use value assessments, Forest Crop, Managed Forest, Conservation Reserve Program, wetland mitigation, shoreland zoning mitigation plan or fitness comparable programs), along with disclosure of any penalties, fees, withdrawal charges or payback obligations pending or currently deferred, if any, nor as to any other matter or condition affecting the Property. Buyer hereby acknowledges receipt of sufficient, independent consideration for a particular the purpose of extending the Leased Premises. (b) In the event that, as of the date that all required State approvals terms of this Agreement paragraph to all actions against Seller or Seller’s agents for negligence and/or misrepresentation, except intentional misrepresentation, which Buyer may now have been obtained (or acquire in the "Approval Date"future against Seller in relation to the Property or this Agreement. Buyer shall exclusively rely upon Buyer’s personal inspections, investigations, and evaluations and the inspections, investigations and evaluations of Buyer’s own agents and representatives in proceeding with the purchases hereunder and shall not rely upon any statement of Seller and/or Seller’s agent(s), there are any matters recorded against whether contained herein or made verbally or in writing elsewhere. Buyer hereby warrants and represents to and for the Leased Premises which are not disclosed in the Title Commitment ("New Title Exceptions"), Lessee shall have the right to notify Lessor within fifteen (15) days after the Approval Date that it objects to any such New Title Exceptions (a "Title Objection Notice"). In such event, Lessor shall have the right (but not the obligation) within thirty (30) days after receipt benefit of the Title Objection Notice, in its discretion to either record or bond such New Title Exception, or provide the necessary assurances to the title Lessee so that Lessee can obtain a title insurance policy which is not subject to any New Title Exceptions listed in Seller and ▇▇▇▇▇▇'s Title Objection Notice (an "Acceptable Policy")▇ Group, Inc. that Buyer has conducted such inspections, investigations and evaluations and is satisfied with the results thereof. If Lessor is unable or unwilling to discharge or bond such New Title Exceptions or to cause an Acceptable Policy to be issued to Lessee within such thirty (30) day period (which period shall be extended if same cannot with reasonable diligence be completed within thirty (30) days provided that Lessor is diligently seeking to discharge or bond such New Title Exceptions or to cause an Acceptable Policy to be issued to Lessee, but not beyond one hundred eighty (180) days after The inclusion of the date of Lessee's Title Objection Notice), then Lessee shall have the right within thirty (30) days after ▇▇▇▇▇▇'s period to cure has expired to terminate foregoing provision in this Agreement upon notice is material to LessorSeller’s decision to enter into this Agreement and to convey the Property to Buyer.

AS-IS. Except for and subject to Seller’s Express Representations Purchaser acknowledges and agrees that it is purchasing the Property based on its own inspection and examination thereof, and Seller shall sell and convey to Purchaser and Purchaser shall accept the Property on an “AS IS, WHERE IS, WITH ALL FAULTS, LIABILITIES, AND DEFECTS, LATENT OR OTHERWISE, KNOWN OR UNKNOWN” basis in an "AS IS" physical condition and in an "AS IS" state of repair (a) Lessor shall have no obligation to perform any alterations subject to the Leased Premises Finished Lot Improvements obligation set forth in Section 5(c) hereof), including with respect to prepare each of the same for ▇▇▇▇▇▇'s occupancy thereof. Upon execution of this Agreement, Lessee shall be irrevocably deemed to have (i) accepted and be fully satisfied in all respects withLots, the Leased Premisesgeological conditions of the Lots (including, without limitation, subsidence, subsurface conditions, water table, underground water reservoirs, and limitations regarding the withdrawal of water and faulting), and that Seller has not made, does not make and specifically negates and disclaims any representations, warranties or guaranties of any kind or character whatsoever, whether express or implied, oral or written (including any statements made in any Seller Documents), past, present, future or otherwise, of, as to, concerning or with respect to the geological conditions of the Lots, including, without limitation, subsidence, subsurface conditions, water table, underground water reservoirs, limitations regarding the status withdrawal of title shown on any title commitment issued water and faulting. Except for and subject to Lessee Seller’s Express Representations, to the extent not prohibited by a title Lessee prior to execution of this Agreement (law the "Title Commitment"), the environmental condition of the Leased PremisesPurchaser hereby waives, and the property's value and zoning, (ii) decided to lease the Leased Premises solely on the basis Seller disclaims all warranties of its own independent investigation, and (iii) accepted the Leased Premises in their present "as-is" condition. Except as expressly stated in this Agreement, Lessor has not made, does not make, and has not authorized anyone else to make any representation as type or kind whatsoever with respect to the present or future status of titleProperty, the environmental condition, physical condition, value, leasing, operation, use, tax status, zoning, income and expenses or any other matter or thing pertaining to the Leased Premises, and Lessee acknowledges that except as expressly stated in this Agreement, that no such representation has been made and that in entering into this Agreement Lessee does not rely on any such representation. Lessor makes no warranty or representation, whether express or implied implied, direct or arising by operation of lawindirect, oral or written, including, without by way of description, but not limitation, any warranty those of condition, habitability, merchantability, or fitness for a particular purpose purpose, and use. Without limiting the generality of the Leased Premises. (b) In the event foregoing, Purchaser expressly acknowledges that, as except for and subject to Seller’s Express Representations, Seller makes no representations or warranties concerning, and hereby expressly disclaims any representations or warranties concerning the following: (i) the value, nature, quality, or condition of the date that all required State approvals Property; (ii) any restrictions related to development of the Property; (iii) the applicability of any governmental requirements; (iv) the suitability of the Property for any purpose whatsoever; (v) the presence in, on, under or about the Property of any Hazardous Material or any other condition of the Property which is actionable under any Environmental Law (as such terms are defined in this Agreement have been obtained Section 10); (vi) compliance of the "Approval Date")Property or any operation thereon with the laws, there are rules, regulations or ordinances of any matters recorded against applicable governmental body; or (vii) the Leased Premises which are not disclosed presence or absence of, or the potential adverse health, economic or other effects arising from, any magnetic, electrical or electromagnetic fields or other conditions caused by or emanating from any power lines, telephone lines, cables or other facilities, or any related devices or appurtenances, upon or in the Title Commitment vicinity of the Property. EXCEPT FOR SELLER’S EXPRESS REPRESENTATIONS, SELLER SHALL NOT BE LIABLE TO PURCHASER FOR ANY CONSTRUCTION DEFECT, ERRORS, OMISSIONS, OR ON ACCOUNT OF SOILS CONDITIONS OR ANY OTHER CONDITION AFFECTING THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, THOSE MATTERS DESCRIBED ABOVE, AND PURCHASER AND ANYONE CLAIMING BY, THROUGH OR UNDER PURCHASER ("New Title Exceptions")EXCEPT PURCHASER’S HOMEBUYERS) HEREBY FULLY RELEASES SELLER, Lessee ITS PARTNERS, EMPLOYEES, OFFICERS, DIRECTORS, REPRESENTATIVES, ATTORNEYS AND AGENTS (BUT NOT INCLUDING ANY THIRD PARTY PROFESSIONAL SERVICE PROVIDERS [E.G., ENGINEERS, ETC.], CONTRACTORS OR SIMILAR FIRMS OR PERSONS) FROM ANY CLAIM AGAINST ANY OF THEM FOR ANY COST, LOSS, LIABILITY, DAMAGE, EXPENSE, DEMAND, ACTION OR CAUSE OF ACTION (INCLUDING, WITHOUT LIMITATION, ANY RIGHTS OF CONTRIBUTION) ARISING FROM OR RELATED TO ANY CONSTRUCTION DEFECTS, ERRORS, OMISSIONS, OR OTHER CONDITIONS AFFECTING THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, THOSE MATTERS DESCRIBED ABOVE AND INCLUDING ANY ALLEGED NEGLIGENCE OF SELLER. The release and waiver set forth in this Section 10(g) shall not apply to any cost, loss, liability, damage, expense, demand, action or cause of action arising from or related to (i) fraud, gross negligence or other willful misconduct of any Seller Party or (ii) any claims against contractors or subcontractors for construction defects in the Finished Lot Improvements; provided, however, that Purchaser shall first seek to enforce claims against such contractors and/or subcontractors conducting the work and only if Purchaser is unable to achieve full satisfaction of their claims after filing and pursuing through final judgment, litigation, then Purchaser shall have the right to notify Lessor within fifteen (15) days after seek relief from the Approval Date that it objects to any such New Title Exceptions (a "Title Objection Notice"). In such event, Lessor shall have the right (but not the obligation) within thirty (30) days after receipt of the Title Objection Notice, in its discretion to either record or bond such New Title Exception, or provide the necessary assurances to the title Lessee so that Lessee can obtain a title insurance policy which is not subject to any New Title Exceptions listed in ▇▇▇▇▇▇'s Title Objection Notice (an "Acceptable Policy"). If Lessor is unable or unwilling to discharge or bond such New Title Exceptions or to cause an Acceptable Policy to be issued to Lessee within such thirty (30) day period (which period shall be extended if same cannot with reasonable diligence be completed within thirty (30) days provided that Lessor is diligently seeking to discharge or bond such New Title Exceptions or to cause an Acceptable Policy to be issued to Lessee, but not beyond one hundred eighty (180) days after the date of Lessee's Title Objection Notice), then Lessee shall have the right within thirty (30) days after ▇▇▇▇▇▇'s period to cure has expired to terminate this Agreement upon notice to LessorSeller Parties.

AS-IS. (a) Lessor shall have no obligation to perform any alterations Notwithstanding anything to the Leased Premises to prepare the same for ▇▇▇▇▇▇'s occupancy thereof. Upon execution of this Agreement, Lessee shall be irrevocably deemed to have (i) accepted and be fully satisfied in all respects with, the Leased Premises, including, without limitation, the status of title shown on any title commitment issued to Lessee by a title Lessee prior to execution of this Agreement (the "Title Commitment"), the environmental condition of the Leased Premises, and the property's value and zoning, (ii) decided to lease the Leased Premises solely on the basis of its own independent investigation, and (iii) accepted the Leased Premises in their present "as-is" condition. Except as expressly stated contrary contained in this Agreement, Lessor has not madeBuyer acknowledges and agrees that, does not makeexcept as otherwise expressly set forth in this Agreement or the Closing Documents, (i) Buyer is purchasing the Property subject to all existing conditions, latent or patent, and applicable laws, rules, regulations, codes, ordinances and orders, and (ii) neither Seller nor any Seller Released Party has not authorized anyone else to make made any representation representations, warranties or agreements by or on behalf of Seller of any kind whatsoever, whether oral or written, express or implied, statutory or otherwise, as to any matters concerning the Property, the condition of the Property, the size (including rentable or usable square footage) of the Real Property and/or any of the Improvements, the present use of the Property or future status the suitability of titleBuyer’s contemplated ownership, operation or use of the environmental Property. WITHOUT LIMITING THE FOREGOING, BUYER EXPRESSLY ACKNOWLEDGES AND AGREES THAT SELLER HAS NOT AGREED TO PROVIDE ANY LOAN TO BUYER TO FINANCE BUYER’S PURCHASE OF THE PROPERTY, THAT BUYER HAS ASSUMED THE ENTIRE RISK THAT BUYER MAY OR MAY NOT BE ABLE TO OBTAIN A LOAN TO FINANCE BUYER’S PURCHASE OF THE PROPERTY, AND THAT BUYER’S INABILITY OR FAILURE TO OBTAIN A LOAN TO FINANCE BUYER’S PURCHASE OF THE PROPERTY SHALL NOT EXCUSE OR RELIEVE BUYER FROM PERFORMING BUYER’S OBLIGATIONS UNDER THIS AGREEMENT. Buyer hereby acknowledges and agrees that, except for the representations and 11476794.5 40 warranties and covenants of Seller expressly provided in this Agreement and in the Closing Documents, (1) the Property is to be purchased by and conveyed to Buyer in its present condition, physical condition“AS IS”, “WHERE IS” AND WITH ALL FAULTS, and that no patent or latent defect or deficiency in the condition of the Property whether or not known or discovered, shall affect the rights of either Seller or Buyer hereunder nor shall the Purchase Price be reduced as a consequence thereof and (2) Buyer shall acquire the Property solely upon the basis of Buyer’s independent inspection and investigation of the Property, including: (a) the quality, nature, habitability, merchantability, use, operation, value, leasingmarketability, operation, use, tax status, zoning, income and expenses adequacy or physical condition of the Property or any other matter aspect or thing pertaining to portion thereof, including access, sewage, soils, geology and groundwater, or whether the Leased PremisesReal Property lies within a special flood hazard area, and Lessee acknowledges that except as expressly stated in this Agreementan area of potential flooding, that no such representation has been made and that in entering into this Agreement Lessee does not rely on a very high fire hazard severity zone, a wildland fire area, an earthquake fault zone or a seismic hazard zone; (b) the dimensions or lot size of the Real Property or the nature or square footage of any such representation. Lessor makes no warranty Improvements thereon; (c) the development or representationincome potential, express or implied rights of or arising by operation of lawrelating to, including, without limitation, any warranty of conditionthe Real Property or its use, habitability, merchantability, or fitness fitness, or the suitability, value or adequacy of such Real Property for a any particular purpose purpose; (d) the zoning or other legal status of the Leased Premises. (b) In Real Property or any other public or private restrictions on the event that, as use of the date that all required State approvals Real Property; (e) the compliance of this Agreement have been obtained the Real Property or its operation with any applicable codes, laws, regulations, statutes, ordinances, covenants, conditions and restrictions of any governmental or regulatory agency or authority or of any other person or entity (including the "Approval Date"Americans With Disabilities Act); (f) the ability of Buyer to obtain any necessary governmental approvals, there are licenses or permits for Buyer’s intended use, occupancy or development of the Real Property; (g) the presence or absence of Hazardous Materials on, in, under, above or about the Real Property or any matters recorded against adjoining or neighboring property; (h) the Leased Premises which are not disclosed quality of any labor and materials used in the Title Commitment Improvements; ("New Title Exceptions")i) the condition of title to the Real Property; (j) Service Contracts or any other agreements affecting the Real Property or the intentions of any party with respect to the negotiation and/or execution of any lease or contract with respect to the Real Property; (k) Seller’s ownership of the Property or any portion thereof; or (l) the economics of, Lessee shall have or the right income and expenses, revenue or expense projections or other financial matters, relating to notify Lessor within fifteen (15) days after the Approval Date ownership or use of the Real Property. Without limiting the generality of the foregoing, Buyer expressly acknowledges and agrees that it objects to Buyer is not relying on any such New Title Exceptions (a "Title Objection Notice"). In such eventrepresentation or warranty of Seller or any Seller Released Parties, Lessor shall have the whether implied, presumed or expressly provided at law or otherwise, arising by virtue of any statute, common law or other legally binding right (but not the obligationother than this Agreement) within thirty (30) days after receipt nor remedy in favor of the Title Objection Notice, in its discretion to either record or bond such New Title Exception, or provide the necessary assurances to the title Lessee so that Lessee can obtain a title insurance policy which is not subject to any New Title Exceptions listed in ▇▇▇▇▇▇'s Title Objection Notice (an "Acceptable Policy")Buyer. If Lessor is unable or unwilling to discharge or bond such New Title Exceptions or to cause an Acceptable Policy to be issued to Lessee within such thirty (30) day period (which period shall be extended if same cannot with reasonable diligence be completed within thirty (30) days provided that Lessor is diligently seeking to discharge or bond such New Title Exceptions or to cause an Acceptable Policy to be issued to Lessee, but not beyond one hundred eighty (180) days after the date of Lessee's Title Objection Notice), then Lessee shall have the right within thirty (30) days after ▇▇▇▇▇▇'s period to cure has expired to terminate this Agreement upon notice to Lessor.Buyer’s Initials: __DD____

AS-IS. (a) Lessor shall have no obligation to perform any alterations to Buyer acknowledges and agrees that as of the Leased Premises to prepare the same for ▇▇▇▇▇▇'s occupancy thereof. Upon execution date of this Agreement, Lessee shall be irrevocably deemed Buyer has thoroughly examined the Leasehold Improvements, the public records and all governmental restrictions concerning the Leasehold Improvements and, in making this Agreement, except as otherwise expressly provided herein, is buying the Leasehold Improvements “AS IS” and is relying solely upon Buyer’s examinations with reference to have (i) accepted the condition, character, quality, appearance and environmental state of the Leasehold Improvements, and (ii) all zoning ordinances and regulations, local ordinances, use restrictions and other governmental controls, regulations and restrictions in force in respect of the Leasehold Improvements. Buyer further acknowledges that, except as otherwise expressly provided herein, Seller has not made and shall not be fully satisfied requested to make any express or implied warranties, whether oral or in all respects withwriting, with respect to the Leased Premisesforegoing or otherwise concerning the Leasehold Improvements Notwithstanding anything contained in this Section 10 to the contrary, including, without limitation, Buyer’s agreement to buy the status Leasehold Improvements “AS IS” is expressly contingent upon there being no material adverse change to the condition of title shown the Leasehold Improvements (as they exist on any title commitment issued to Lessee by a title Lessee prior to execution the date of this Agreement) between the date of this Agreement (and the "Title Commitment")date of the Closing. Prior to Closing, Buyer shall conduct a walk-through of the environmental Leasehold Improvements and notify Seller of any items it reasonably determines to be material adverse change(s) in the condition of the Leased Premises, and the property's value and zoning, (ii) decided to lease the Leased Premises solely on the basis of its own independent investigation, and (iii) accepted the Leased Premises in their present "as-is" conditionLeasehold Improvements. Except as expressly stated in this Agreement, Lessor has not made, does not make, and has not authorized anyone else to make any representation as to the present or future status of title, the environmental condition, physical condition, value, leasing, operation, use, tax status, zoning, income and expenses or any other matter or thing pertaining to the Leased Premises, and Lessee acknowledges that except as expressly stated in this Agreement, that no such representation has been made and that in entering into this Agreement Lessee does not rely on If Buyer identifies any such representation. Lessor makes no warranty or representation, express or implied or arising by operation of law, including, without limitation, any warranty of condition, habitability, merchantability, or fitness for a particular purpose of the Leased Premises. (b) In the event that, as of the date that all required State approvals of this Agreement have been obtained (the "Approval Date"material adverse change(s), there are any matters recorded against the Leased Premises which are not disclosed in the Title Commitment ("New Title Exceptions"), Lessee Buyer shall have the right to notify Lessor within fifteen postpone the Closing until such time as (15a) days after the Approval Date parties are able to agree upon an amount that it objects to any such New Title Exceptions (a "Title Objection Notice"). In such event, Lessor shall have accurately represents the right (but not reduction in the obligation) within thirty (30) days after receipt value of the Title Objection Notice, in its discretion to either record Leasehold Improvements or bond (b) Seller has repaired or remedied the condition(s) constituting such New Title Exception, or provide the necessary assurances to the title Lessee so that Lessee can obtain a title insurance policy which is not subject to any New Title Exceptions listed in ▇▇▇▇▇▇'s Title Objection Notice (an "Acceptable Policy"material adverse change(s). If Lessor is unable or unwilling to discharge or bond such New Title Exceptions or to cause an Acceptable Policy to be issued to Lessee within such thirty (30) day period (which period shall be extended if same cannot with reasonable diligence be completed within thirty (30) days provided that Lessor is diligently seeking to discharge or bond such New Title Exceptions or to cause an Acceptable Policy to be issued to Lessee, but not beyond one hundred eighty (180) days after the date of Lessee's Title Objection Notice), then Lessee shall have the right within thirty (30) days after ▇▇▇▇▇▇'s period to cure has expired to terminate this Agreement upon notice to Lessor.

AS-IS. (a) Lessor shall have no obligation As a material inducement to perform any alterations Seller to the Leased Premises to prepare the same for ▇▇▇▇▇▇'s occupancy thereof. Upon execution of execute this Agreement, Lessee shall be irrevocably deemed to have Buyer agrees, represents and warrants that (i) prior to Closing, Buyer will have fully examined and inspected the Property, together with any documents and materials with respect to the Property which Buyer deems necessary or appropriate in connection with its investigation and examination of the Property, (ii) Buyer will have accepted and will be fully satisfied in all respects withwith the foregoing and with the Lease, physical condition, environmental condition, value, financing status, and prospects of the Leased PremisesProperty, including(iii) the Property will be purchased by Buyer "As Is" and, without limitationupon the Closing, Buyer shall assume responsibility and liability for the status of title shown on any title commitment issued to Lessee by a title Lessee prior to execution of this Agreement (the "Title Commitment")ownership, the operation and physical condition and environmental condition of the Leased PremisesProperty (whenever such condition may have arisen, and whether prior to, on or after the property's value and zoningClosing Date, (iiiv) Buyer will have decided to lease purchase the Leased Premises Property solely on the basis of its own independent investigation, and (iiiv) accepted effective as of the Leased Premises Closing Date, Buyer releases and forever discharges Seller and its Related Parties of and from all Claims, whether known or unknown, liquidated or unliquidated, which arise in their present "as-is" conditionconnection with the presence of any hazardous material (as defined by applicable code) on the Property or the violation of any environmental law in connection therewith. Except as otherwise expressly stated in this Agreementprovided herein, Lessor Buyer hereby acknowledges and agrees that Seller has not made, does not make, and has not authorized anyone else to make any representation and warranty as to the Lease, the past, present or future status of title, the environmental physical condition, physical environmental condition, value, leasingfinancing status and prospects, operation, use, tax status, zoning, income and expenses or any other matter or thing pertaining to the Leased PremisesProperty. SELLER MAKES NO WARRANTY OR REPRESENTATION, and Lessee acknowledges that except as expressly stated EXPRESS OR IMPLIED OR ARISING BY OPERATION OF LAW, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF CONDITION, HABITABILITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE IN CONNECTION WITH THE PROPERTY, EXCEPT (IF SUCH BE THE CASE) AS EXPRESSLY SET FORTH HEREIN. Seller shall not be liable for, or be bound by, any verbal or written statements, representations, real estate broker's "setups" or information pertaining to the Property furnished by any real estate broker, agent, employee, servant or any other person unless the same are specifically set forth in writing in this Agreement, that no such representation has been made and that in entering into this Agreement Lessee does not rely on any such representation. Lessor makes no warranty or representation, express or implied or arising by operation of law, including, without limitation, any warranty of condition, habitability, merchantability, or fitness for a particular purpose of the Leased Premises. (b) In the event that, as of the date that all required State approvals of this Agreement have been obtained (the "Approval Date"), there are any matters recorded against the Leased Premises which are not disclosed in the Title Commitment ("New Title Exceptions"), Lessee shall have the right to notify Lessor within fifteen (15) days after the Approval Date that it objects to any such New Title Exceptions (a "Title Objection Notice"). In such event, Lessor shall have the right (but not the obligation) within thirty (30) days after receipt of the Title Objection Notice, in its discretion to either record or bond such New Title Exception, or provide the necessary assurances to the title Lessee so that Lessee can obtain a title insurance policy which is not subject to any New Title Exceptions listed in ▇▇▇▇▇▇'s Title Objection Notice (an "Acceptable Policy"). If Lessor is unable or unwilling to discharge or bond such New Title Exceptions or to cause an Acceptable Policy to be issued to Lessee within such thirty (30) day period (which period shall be extended if same cannot with reasonable diligence be completed within thirty (30) days provided that Lessor is diligently seeking to discharge or bond such New Title Exceptions or to cause an Acceptable Policy to be issued to Lessee, but not beyond one hundred eighty (180) days after the date of Lessee's Title Objection Notice), then Lessee shall have the right within thirty (30) days after ▇▇▇▇▇▇'s period to cure has expired to terminate this Agreement upon notice to Lessor.

AS-IS. (a) Lessor shall have no obligation Purchaser agrees to perform any alterations accept title to the Leased Premises subject to prepare such facts, circumstances, defects and problems which exist at the same for ▇▇▇▇▇▇'s occupancy thereof. Upon execution time of the Closing on an “As-Is, Where-Is” basis and Purchaser declares, agrees and accepts that it is not relying on any representations or warranties of Seller or any other person as to the state of the Premises (including the Parking Spaces), except as provided in Section 7 (a)(ii) of this Agreement. (b) This Agreement, Lessee shall as written, contains all the terms of the agreement entered into between the parties as of the date hereof, and Purchaser acknowledges that neither Seller nor any of Seller=s Affiliates, nor any of their agents or representatives, nor Broker has made any representations or held out any inducements to Purchaser, and Seller hereby specifically disclaims any representation, oral or written, past, present or future, other than those specifically set forth in Section 7(a) and Section 15. Without limiting the generality of the foregoing, Purchaser has not relied on any representations or warranties, and neither Seller nor any of Seller’s Affiliates, nor any of their agents or representatives has or is willing to make any representations or warranties, express or implied, other than as may be irrevocably deemed expressly set forth herein, as to have (i) accepted the status of title to the Premises and be fully satisfied the Personal Property, (ii) the Licenses, (iii) the current or future real estate tax liability, assessment or valuation of the Premises, but subject to apportionment as provided in Section 3(a)(i); (iv) the potential qualification of the Premises for any and all respects withbenefits conferred by any Laws whether for subsidies, special real estate tax treatment, insurance, mortgages or any other benefits, whether similar or dissimilar to those enumerated; (v) the Leased compliance of the Premises in its current or any future state with applicable Laws or any violations thereof, including, without limitation, those relating to access for the handicapped, environmental or zoning matters, and the ability to obtain a change in the zoning or a variance in respect to the Premises’ non-compliance, if any, with zoning Laws; (vi) the nature and extent of any access, egress, right-of-way, lease, possession, lien, encumbrance, license, reservation, condition or otherwise; (vii) the availability of any financing for the purchase, alteration, rehabilitation or operation of the Premises from any source, including, without limitation, any government authority or any lender; (viii) the current or future use of the Premises, including, without limitation, the status Premises’ use for commercial, manufacturing or general office purposes; (ix) the present and future condition and operating state of title shown on any title commitment issued to Lessee by a title Lessee prior to execution of this Agreement (the "Title Commitment"), the environmental condition of the Leased Premises, Personal Property and the property's value and zoning, (ii) decided to lease the Leased Premises solely on the basis of its own independent investigation, and (iii) accepted the Leased Premises in their present "as-is" condition. Except as expressly stated in this Agreement, Lessor has not made, does not make, and has not authorized anyone else to make any representation as to the present or future structural and physical condition of the Buildings, their suitability for rehabilitation or renovation, or the need for expenditures for capital improvements, repairs or replacements thereto; (x) the viability or financial condition of any tenant; (xi) the status of titlethe leasing market in Puerto Rico; or (xii) the actual or projected income or operating expenses of the Premises. (c) Purchaser knowingly and expressly waives, and Seller hereby disclaims, the environmental conditionwarranties against latent and hidden defects imposed by the Civil Code of Puerto Rico upon sellers of real property, physical conditionincluding, valuebut not limited to, leasingthe warranties against latent and hidden defects set forth in Article 1363 of the Civil Code of Puerto Rico. Purchaser declares and acknowledges that it has agreed to the waiver of the warranties against latent and hidden defects set forth in the preceding sentence with full and complete knowledge of the risks and legal consequences which such waiver entails. (d) Purchaser acknowledges that Seller has afforded Purchaser the opportunity for full and complete investigations, operationexaminations and inspections of the Premises and all Property Information. Purchaser acknowledges and agrees that (i) the Property Information delivered or made available to Purchaser and Purchaser’s Representatives by Seller or Seller’s Affiliates, useor any of their agents or representatives may have been prepared by third parties and may not be the work product of Seller and/or any of Seller’s Affiliates; (ii) neither Seller nor any of Seller’s Affiliates has made any independent investigation or verification of, tax statusor has any knowledge of, zoningthe accuracy or completeness of, income the Property Information; (iii) the Property Information delivered or made available to Purchaser and expenses Purchaser’s Representatives is furnished to each of them at the request, and for the convenience of, Purchaser; (iv) Purchaser is relying solely on its own investigations, examinations and inspections of the Premises and those of Purchaser’s Representatives and is not relying in any way on the Property Information furnished by Seller or any of Seller’s Affiliates, or any of their agents or representatives; (v) Seller expressly disclaims any representations or warranties with respect to the accuracy or completeness of the Property Information and Purchaser releases Seller and Seller’s Affiliates, and their agents and representatives, from any and all liability with respect thereto; and (vi) any further distribution of the Property Information is subject to Section 24. (e) Purchaser or anyone claiming by, through or under Purchaser, hereby fully and irrevocably releases Seller and Seller’s Affiliates, and their agents and representatives, from any and all claims that it may now have or hereafter acquire against Seller or Seller’s Affiliates, or their agents or representatives for any cost, loss, liability, damage, expense, action or cause of action, whether foreseen or unforeseen, arising from or related to any construction defects, errors or omissions on or in the Premises, the presence of environmentally hazardous, toxic or dangerous substances, or any other matter conditions (whether patent, latent or thing otherwise) affecting the Premises, except for claims against Seller based upon any obligations and liabilities of Seller expressly provided in this Agreement. Purchaser further acknowledges and agrees that this release shall be given full force and effect according to each of its expressed terms and provisions, including, but not limited to, those relating to unknown and suspected claims, damages and causes of action. As a material covenant and condition of this Agreement, Purchaser agrees that in the event of any such construction defects, errors or omissions, the presence of environmentally hazardous, toxic or dangerous substances, or any other conditions affecting the Premises, Purchaser shall have no claims against Seller, except for claims against Seller based upon any obligations and liabilities of Seller expressly provided in this Agreement. (f) Purchaser hereby acknowledges that it has inspected the Premises, is thoroughly acquainted with and accepts its condition, and has reviewed, to the extent necessary in its discretion, all the Property Information. Seller shall not be liable or bound in any manner by any oral or written “setups” or information pertaining to the Leased PremisesPremises or the rents furnished by Seller, and Lessee acknowledges that except as expressly stated in this AgreementSeller’s Affiliates, that no such representation has been made and that in entering into this Agreement Lessee does not rely on their agents or representatives, any such representation. Lessor makes no warranty or representation, express or implied or arising by operation of lawreal estate broker, including, without limitation, any warranty of condition, habitability, merchantabilitythe Broker, or fitness for a particular purpose of the Leased Premisesother person. (bg) In The provisions of this Section 14 shall survive the event that, as of the date that all required State approvals termination of this Agreement have been obtained (and the "Approval Date"), there are any matters recorded against the Leased Premises which are not disclosed in the Title Commitment ("New Title Exceptions"), Lessee shall have the right to notify Lessor within fifteen (15) days after the Approval Date that it objects to any such New Title Exceptions (a "Title Objection Notice"). In such event, Lessor shall have the right (but not the obligation) within thirty (30) days after receipt of the Title Objection Notice, in its discretion to either record or bond such New Title Exception, or provide the necessary assurances to the title Lessee so that Lessee can obtain a title insurance policy which is not subject to any New Title Exceptions listed in ▇▇▇▇▇▇'s Title Objection Notice (an "Acceptable Policy"). If Lessor is unable or unwilling to discharge or bond such New Title Exceptions or to cause an Acceptable Policy to be issued to Lessee within such thirty (30) day period (which period shall be extended if same cannot with reasonable diligence be completed within thirty (30) days provided that Lessor is diligently seeking to discharge or bond such New Title Exceptions or to cause an Acceptable Policy to be issued to Lessee, but not beyond one hundred eighty (180) days after the date of Lessee's Title Objection Notice), then Lessee shall have the right within thirty (30) days after ▇▇▇▇▇▇'s period to cure has expired to terminate this Agreement upon notice to LessorClosing.

AS-IS. (a) Lessor shall have no obligation Purchaser expressly acknowledges that the Property is being sold and accepted “AS-IS, WHERE-IS, WITH ALL FAULTS” except as may otherwise be specifically provided in this Agreement. (b) This Agreement, as written, contains all of the terms of the agreement entered into between the parties as of the date hereof, and Purchaser acknowledges that neither Seller nor any of Seller’s affiliates, nor any of their agents or representatives, has made any representations or held out any inducements to perform any alterations to the Leased Premises to prepare the same for ▇▇▇▇▇▇'s occupancy thereof. Upon execution of Purchaser except as set forth in this Agreement, Lessee or in any document or instrument delivered by Seller to Purchaser in connection with this Agreement or the transactions contemplated hereby, and Seller hereby specifically disclaims any representation, oral or written, past, present or future, other than those specifically set forth in this Agreement or in any document or instrument delivered by Seller to Purchaser in connection with this Agreement or the transactions contemplated hereby. Without limiting the generality of the foregoing, Purchaser has not relied on any representations or warranties, and neither Seller nor any of Seller’s affiliates, nor any of their agents or representatives has or is willing to make any representations or warranties, express or implied, other than as may be expressly set forth in this Agreement or in any document or instrument delivered by Seller to Purchaser in connection with this Agreement or the transactions contemplated hereby. (c) In the event this Agreement is not terminated then, it shall be irrevocably deemed an acknowledgment by Purchaser that Purchaser has inspected the Property, is thoroughly acquainted with and accepts its condition, and has reviewed, to have the extent necessary in its discretion, all the Property Information (ias hereinafter defined). Except as set forth in this Agreement or in any document or instrument delivered by Seller to Purchaser in connection with this Agreement or the transactions contemplated hereby, Seller shall not be liable or bound in any manner by any oral or written “setups” (marketing packages containing information about the Property) accepted or information pertaining to the Property or the rents furnished by Seller, Seller’s affiliates, their agents or representatives, any real estate broker, or other person. (d) Except as set forth in this Agreement (including without limitation all documents executed in connection with the Closing and be fully satisfied any other documents or instruments delivered by Seller to Purchaser in all respects withconnection with Closing), Purchaser hereby waives, releases and forever discharges Seller, its affiliates, subsidiaries, officers, directors, shareholders, employees, independent contractors, partners, representatives, agents, successors and assigns (collectively, the Leased Premises“Released Parties”), and each of them, from any and all causes of action, claims, assessments, losses, damages (compensatory, punitive or other), liabilities, obligations, reimbursements, costs and expenses of any kind or nature, actual, contingent, present, future, known or unknown, suspected or unsuspected, including, without limitation, the status of title shown interest, penalties, fines, and attorneys’ and experts’ fees and expenses, whether caused by, arising from, or premised, in whole or in part, upon Seller’s acts or omissions, and notwithstanding that such acts or omissions are negligent or intentional, or premised in whole or in part on any title commitment issued theory of strict or absolute liability, which Purchaser, its successors or assigns, may have or incur in any manner or way connected with, arising from, or related to Lessee by a title Lessee prior to execution of this Agreement the Property, including without limitation (the "Title Commitment"), i) the environmental condition of the Leased PremisesProperty, and the property's value and zoning, or (ii) decided actual or alleged violations of environmental laws or regulations in connection with the Property and/or any property conditions. Purchaser agrees, represents and warrants that the matters released herein are not limited to lease the Leased Premises solely on the basis of its own independent investigationmatters which are known, disclosed, suspected or foreseeable, and (iii) accepted Purchaser hereby waives any and all rights and benefits which it now has, or in the Leased Premises in their present "as-is" conditionfuture may have, conferred upon Purchaser by virtue of the provisions of any law which would limit or detract from the foregoing general release of known and unknown claims. Except as expressly stated in this Agreement, Lessor has not made, does not make, and has not authorized anyone else to make any representation as Notwithstanding anything contained herein to the present or future status of titlecontrary, the environmental condition, physical condition, value, leasing, operation, use, tax status, zoning, income and expenses or any other matter or thing pertaining to the Leased Premises, and Lessee acknowledges that except as expressly stated in this Agreement, that no such representation has been made and that in entering into this Agreement Lessee does not rely on any such representation. Lessor makes no warranty or representation, express or implied or arising by operation of law, including, without limitation, any warranty of condition, habitability, merchantability, or fitness for a particular purpose of the Leased Premises. (b) In the event that, as of the date that all required State approvals of this Agreement have been obtained (the "Approval Date"), there are any matters recorded against the Leased Premises which are not disclosed in the Title Commitment ("New Title Exceptions"), Lessee Purchaser shall have the right to notify Lessor within fifteen (15) days after the Approval Date that it objects implead Seller into any third party tort claim or action relating to any such New Title Exceptions (a "Title Objection Notice"). In such event, Lessor shall have the right (but not the obligation) within thirty (30) days after receipt of the Title Objection Notice, in its discretion to either record or bond such New Title Exception, or provide the necessary assurances matters arising prior to the title Lessee so that Lessee can obtain a title insurance policy which is not subject to any New Title Exceptions listed in ▇▇▇▇▇▇'s Title Objection Notice Closing. (an "Acceptable Policy"). If Lessor is unable or unwilling to discharge or bond such New Title Exceptions or to cause an Acceptable Policy to be issued to Lessee within such thirty (30e) day period (which period The provisions of this Section 13.12 shall be extended if same cannot with reasonable diligence be completed within thirty (30) days provided that Lessor is diligently seeking to discharge or bond such New Title Exceptions or to cause an Acceptable Policy to be issued to Lessee, but not beyond one hundred eighty (180) days after survive the date termination of Lessee's Title Objection Notice), then Lessee shall have the right within thirty (30) days after ▇▇▇▇▇▇'s period to cure has expired to terminate this Agreement upon notice to Lessorand the Closing.

AS-IS. (a) Lessor shall have no obligation to perform Except as otherwise expressly set forth herein, Buyer is acquiring the Property "AS IS" without any alterations representation or warranty of Seller, express, implied or statutory, as to the Leased Premises nature or condition of or title to prepare the same Property or its fitness for ▇▇▇▇▇▇Buyer's occupancy thereofintended use of same. Upon execution Buyer is, or as of this Agreementthe expiration of the Contingency Period will be, Lessee shall be irrevocably deemed to familiar with the Property. Buyer is relying solely upon, and as of the expiration of the Contingency Period will have (i) accepted conducted, its own, independent inspection, investigation and be fully satisfied analysis of the Property as it deems necessary or appropriate in all respects with, so acquiring the Leased PremisesProperty from Seller, including, without limitation, an analysis of any and all matters concerning the status condition of title shown on any title commitment issued the Property and its suitability for Buyer's intended purposes, and a review of all applicable laws, ordinances, rules and governmental regulations (including, but not limited to, those relative to Lessee by a title Lessee prior to execution building, zoning and land use) affecting the development, use, occupancy or enjoyment of this Agreement the Property. BUYER HEREBY ACKNOWLEDGES THAT IT HAS READ AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542 (the "Title CommitmentSECTION 1542"), WHICH IS SET FORTH BELOW: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR." BY INITIALING BELOW, BUYER HEREBY WAIVES THE PROVISIONS OF SECTION 1542 SOLELY IN CONNECTION WITH THE MATTERS WHICH ARE THE SUBJECT OF THE FOREGOING WAIVERS AND RELEASES: -27- 36 ---------------- Buyer's Initials The waivers and releases by Buyer herein contained shall survive the environmental condition Close of Escrow and the recordation of the Leased PremisesGrant Deeds, the KBC-Tustin Ground Lease Assignment, the KW Sublease Assignment, the Barn Assignment and the property's value Ground Lease Improvement Grant Deeds and zoning, (ii) decided to lease shall not be deemed merged into the Leased Premises solely on the basis of its own independent investigation, and (iii) accepted the Leased Premises in their present "as-is" condition. Except as expressly stated in this Agreement, Lessor has not made, does not make, and has not authorized anyone else to make any representation as to the present or future status of titleGrant Deed, the environmental conditionKBC-Tustin Ground Lease Assignment, physical conditionthe KW Sublease Assignment, value, leasing, operation, use, tax status, zoning, income the Barn Assignment and expenses or any other matter or thing pertaining to the Leased Premises, and Lessee acknowledges that except as expressly stated in this Agreement, that no such representation has been made and that in entering into this Agreement Lessee does not rely on any such representation. Lessor makes no warranty or representation, express or implied or arising by operation of law, including, without limitation, any warranty of condition, habitability, merchantability, or fitness for a particular purpose of the Leased PremisesGround Lease Improvement Grant Deeds upon their recordation. (b) In the event that, as of the date that all required State approvals of this Agreement have been obtained (the "Approval Date"), there are any matters recorded against the Leased Premises which are not disclosed in the Title Commitment ("New Title Exceptions"), Lessee shall have the right to notify Lessor within fifteen (15) days after the Approval Date that it objects to any such New Title Exceptions (a "Title Objection Notice"). In such event, Lessor shall have the right (but not the obligation) within thirty (30) days after receipt of the Title Objection Notice, in its discretion to either record or bond such New Title Exception, or provide the necessary assurances to the title Lessee so that Lessee can obtain a title insurance policy which is not subject to any New Title Exceptions listed in ▇▇▇▇▇▇'s Title Objection Notice (an "Acceptable Policy"). If Lessor is unable or unwilling to discharge or bond such New Title Exceptions or to cause an Acceptable Policy to be issued to Lessee within such thirty (30) day period (which period shall be extended if same cannot with reasonable diligence be completed within thirty (30) days provided that Lessor is diligently seeking to discharge or bond such New Title Exceptions or to cause an Acceptable Policy to be issued to Lessee, but not beyond one hundred eighty (180) days after the date of Lessee's Title Objection Notice), then Lessee shall have the right within thirty (30) days after ▇▇▇▇▇▇'s period to cure has expired to terminate this Agreement upon notice to Lessor.

AS-IS. (a) Lessor shall have no obligation Except as provide in Section 10 above, Purchaser represents and warrants to perform any alterations to the Leased Premises to prepare the same for ▇▇▇▇▇▇'s occupancy thereof. Upon execution of this Agreement, Lessee shall be irrevocably deemed to have (i) accepted Seller that it is relying on its own investigation and be fully satisfied in all respects with, the Leased Premises, including, without limitation, the status of title shown on any title commitment issued to Lessee by a title Lessee prior to execution of this Agreement (the "Title Commitment"), the environmental condition inspection of the Leased PremisesProperty and that Purchaser will take the Property in its “AS IS, WHERE IS” condition based solely on its own investigation, verification, and the property's value inspection. Purchaser acknowledges and zoningagrees that neither Seller nor any of Seller’s agents, employees, or representatives has made (ii) decided to lease the Leased Premises solely on the basis of its own independent investigation, and (iii) accepted the Leased Premises in their present "as-is" condition. Except as expressly stated in this Agreement, Lessor Purchaser has not made, does not make, and has not authorized anyone else to make relied upon) any representation as to the present or future status of title, the environmental condition, physical condition, value, leasing, operation, use, tax status, zoning, income and expenses or any other matter or thing pertaining to the Leased Premises, and Lessee acknowledges that except as expressly stated in this Agreement, that no such representation has been made and that in entering into this Agreement Lessee does not rely on any such representation. Lessor makes no warranty or representation, express or implied implied, written or arising by operation oral (except the express warranties contained in Section 10 above, and the warranties of lawtitle contained in the Deed) concerning the Property, or any uses to which the Property may or may not be put, including, without limitationbut not limited to, any warranty of condition, habitability, merchantability, or fitness for a particular purpose the following: (a) The physical condition of the Leased Premises.Property or any Improvements; (b) In the event that, as The suitability of the date Property or the Improvements for any intended use or development; (c) The availability of development rights, water, wastewater, or any utility or service; (d) The income or expenses generated, paid, or incurred in connection with the Property; (e) The accuracy of any statements, depictions, calculations, or conditions stated or set forth in any books, records, or brochures (including Seller’s records); and (f) The ability of Purchaser to obtain any and all necessary Approvals for Purchaser’s intended use and development of the Property. Purchaser acknowledges that (i) Seller has disclosed and/ or made available for inspection and copying to Purchaser all required State approvals of the information which is set out in or disclosed by the Property Documents; (ii) the bargaining power of Seller in the transaction evidenced by this Agreement have is no greater than the bargaining power of Purchaser; (iii) the disclaimer of warranties set out in this Section 12 has been obtained (specifically negotiated by the "Approval Date"), there are any matters recorded against the Leased Premises which are not disclosed in the Title Commitment ("New Title Exceptions"), Lessee shall have the right to notify Lessor within fifteen (15) days after the Approval Date that it objects to any such New Title Exceptions (a "Title Objection Notice"). In such event, Lessor shall have the right (but not the obligation) within thirty (30) days after receipt Parties and is an integral part of the Title Objection Notice, transaction evidenced by this Agreement; and (iv) Seller would not have sold the Property to Purchaser for the Purchase Price set out in its discretion to either record or bond such New Title Exception, or provide the necessary assurances this Agreement if Purchaser had not agreed to the title Lessee so that Lessee can obtain a title insurance policy which is not subject to any New Title Exceptions listed disclaimer of warranties set out in ▇▇▇▇▇▇'s Title Objection Notice (an "Acceptable Policy"). If Lessor is unable or unwilling to discharge or bond such New Title Exceptions or to cause an Acceptable Policy to be issued to Lessee within such thirty (30) day period (which period shall be extended if same cannot with reasonable diligence be completed within thirty (30) days provided that Lessor is diligently seeking to discharge or bond such New Title Exceptions or to cause an Acceptable Policy to be issued to Lessee, but not beyond one hundred eighty (180) days after the date of Lessee's Title Objection Notice), then Lessee shall have the right within thirty (30) days after ▇▇▇▇▇▇'s period to cure has expired to terminate this Agreement upon notice to LessorSection 12.

AS-IS. (a) Lessor shall have no obligation Buyer understands, acknowledges and agrees that it is acquiring the Site “AS IS” without any representation or warranty of Seller, express, implied or statutory, except as expressly provided herein, as to perform any alterations to the Leased Premises to prepare the same for ▇▇▇▇▇▇'s occupancy thereof. Upon execution of this Agreement, Lessee shall be irrevocably deemed to have (i) accepted the nature or condition of the Site (including, without limitation, any design or natural defect of any kind or nature whatsoever), (ii) the Conditions of Title to the Site, and be fully satisfied (iii) the Site’s fitness for Buyer’s intended use of same (including, without limitation, availability of utilities and/or Buyer’s ability to construct or otherwise develop the Site). Buyer is familiar with the Site. Buyer is relying solely upon Buyer’s own, independent inspection, investigation and analysis of the Site as Buyer deemed necessary or appropriate in all respects with, so acquiring the Leased PremisesSite from Seller, including, without limitation, an analysis of any and all matters concerning the status of title shown on any title commitment issued to Lessee by a title Lessee prior to execution of this Agreement (the "Title Commitment"), the environmental condition of the Leased PremisesSite and the Site’s suitability for Buyer’s intended purposes, and a review of all applicable laws, ordinances, rules and governmental regulations (including, but not limited to, those relative to building, zoning and land use) affecting the property's value and zoningcleanup or mitigation, (ii) decided to lease development, use, occupancy or enjoyment of the Leased Premises solely on the basis of its own independent investigation, and (iii) accepted the Leased Premises in their present "as-is" conditionSite. Except as expressly stated otherwise provided in this the Environmental Agreement, Lessor has not madewithout limiting the generality of the foregoing, does not makeBuyer, for Buyer and Buyer’s affiliates, successors and assigns (“Releasing Parties”) hereby expressly waives, relinquishes and releases any and all rights and remedies Releasing Parties may now or hereafter have against Seller, and has not authorized anyone else to make any representation as to the present or future status of title, the environmental condition, physical condition, value, leasing, operation, use, tax status, zoning, income and expenses or any other matter or thing pertaining to the Leased PremisesSeller’s affiliates, and Lessee acknowledges that except as expressly stated in this Agreementeach of their agents, that no such representation has been made directors, board members, employees, officers, consultants, representatives, attorneys and that in entering into this Agreement Lessee does not rely on any such representation. Lessor makes no warranty successors and assigns (“Released Parties”) whether known or representationunknown, express past, present and future, with respect to (i) the nature or implied or arising by operation condition of law, the Site (including, without limitation, any warranty design or natural defect of conditionany kind or nature whatsoever), habitability(ii) the condition of title to the Site, merchantability, or and (iii) the Site’s fitness for a particular purpose Releasing Party’s intended use (including, without limitation, Releasing Party’s ability to construct or otherwise develop the Site). BUYER HEREBY ACKNOWLEDGES THAT BUYER HAS READ AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542 (“SECTION 1542”), WHICH IS SET FORTH BELOW:‌‌‌‌ “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.” BY INITIALING BELOW, BUYER HEREBY WAIVES THE PROVISIONS OF SECTION 1542 SOLELY IN CONNECTION WITH THE MATTERS WHICH ARE THE SUBJECT OF THE FOREGOING WAIVERS AND RELEASES: Buyer’s Initials The waivers and releases by Buyer herein contained shall survive the Close of Escrow and the recordation of the Leased Premises. (b) In Deed and shall not be deemed merged into the event thatDeed upon recordation. As a material inducement to Seller, as without which Seller would not have agreed to sell the Site to Buyer on the terms set forth herein, Buyer, on behalf of Buyer and Buyer’s successors and assigns hereby covenants and agrees to execute the date that all required State approvals of this Environmental Agreement have been obtained (the "Approval Date"), there are any matters recorded against the Leased Premises which are not disclosed and Indemnity in the Title Commitment ("New Title Exceptions"), Lessee form attached hereto and incorporated by reference herein as Exhibit E. Buyer shall have execute and shall cause a financially responsible affiliate to execute the right Environmental Agreement and Indemnity and to notify Lessor within fifteen (15) days after deposit the Approval Date that it objects to any such New Title Exceptions (a "Title Objection Notice"). In such event, Lessor shall have same with Escrow Holder on or before the right (but not the obligation) within thirty (30) days after receipt Close of the Title Objection Notice, in its discretion to either record or bond such New Title Exception, or provide the necessary assurances to the title Lessee so that Lessee can obtain a title insurance policy which is not subject to any New Title Exceptions listed in ▇▇▇▇▇▇'s Title Objection Notice (an "Acceptable Policy"). If Lessor is unable or unwilling to discharge or bond such New Title Exceptions or to cause an Acceptable Policy to be issued to Lessee within such thirty (30) day period (which period shall be extended if same cannot with reasonable diligence be completed within thirty (30) days provided that Lessor is diligently seeking to discharge or bond such New Title Exceptions or to cause an Acceptable Policy to be issued to Lessee, but not beyond one hundred eighty (180) days after the date of Lessee's Title Objection Notice), then Lessee shall have the right within thirty (30) days after ▇▇▇▇▇▇'s period to cure has expired to terminate this Agreement upon notice to LessorEscrow.

AS-IS. (a) Lessor shall have no obligation Assignee hereby agrees to perform any alterations accept the Assignment and the Assignment and Assumption Agreement from Assignor, and hereby acknowledges and agrees that the Property and the Shares shall, on the date of the closing under the Purchase Contract, be in their “as-is, where-is” condition on the date hereof, subject to use, wear, tear and natural deterioration, and such other matters as are set forth in the Leased Premises to prepare the same for ▇▇▇▇▇▇'s occupancy thereof. Upon execution of this Agreement, Lessee shall be irrevocably deemed to have (i) accepted and be fully satisfied in all respects with, the Leased PremisesPurchase Contract, including, without limitation, the status construction of title shown on any title commitment issued to Lessee by a title Lessee prior to execution of this Agreement the Landlord’s Work (as defined in the "Title Commitment"Purchase Contract), between the environmental condition date hereof and the Closing Date and all Group Entities Liabilities (as defined in the Purchase Contract). Furthermore, Assignee acknowledges that it shall accept the assignment of the Leased Premises, and Shares in strict accordance with the property's value and zoning, (ii) decided to lease the Leased Premises solely on the basis of its own independent investigation, and (iii) accepted the Leased Premises in their present "as-is" condition. Except as expressly stated in this Agreement, Lessor has not made, does not make, and has not authorized anyone else to make any representation as to the present or future status of title, the environmental condition, physical condition, value, leasing, operation, use, tax status, zoning, income and expenses or any other matter or thing pertaining to the Leased Premises, and Lessee acknowledges that except as expressly stated in this Agreement, that no such representation has been made and that in entering into this Agreement Lessee does not rely on any such representation. Lessor makes no warranty or representation, express or implied or arising by operation of law, including, without limitation, any warranty of condition, habitability, merchantability, or fitness for a particular purpose of the Leased PremisesPurchase Contract. (b) In Assignee acknowledges that it has investigated, and is satisfied with, the event thatShares and the Group Entities (as defined in the Purchase Contract), the Property and the physical condition thereof, including expenses and operations and environmental matters, and all other matter or things affecting or relating to the Shares, the Group Entities and the Property, and that Assignee is fully familiar with the Shares, the Group Entities and the Property. Assignee acknowledges that it has received copies of the Spring Lease (as defined in the Purchase Contract) and the Declaration and is fully familiar with the Spring Lease and the Declaration. Assignee acknowledges and agrees that the Property shall, on the date of the closing under the Purchase Contract, be in its “as-is, where-is” condition as of such closing, including without limitation, all environmental conditions and all latent and patent defects, and subject to all ongoing construction. Assignee expressly acknowledges that it is fully familiar with the physical condition of the Property as of the date hereof, Assignee hereby accepts the condition of the Property with all personalty, fixtures, trash, and debris, if any, and Assignee further expressly acknowledges that all required State approvals Assignor has no obligation whatsoever with respect to the delivery of this Agreement the Property at Closing or the condition thereof and that Assignor has no obligation whatsoever to do any work in connection with the Property, including without limitation, the Landlord’s Work. Neither Assignor, nor the employees, agents, representatives, accountants or attorneys of Assignor, have made any verbal or written representations or warranties whatsoever with respect to the Property, or the physical condition or operation of the Property, or any building systems thereof or personal property therein, the revenues and expenses generated by and associated with the Property, the zoning, building and other laws, regulations and rules applicable thereto or the compliance by the Property therewith. Except for the express representations and warranties of Assignor contained herein, Assignee has not and will not rely on any representations or warranties made by Assignor, and Assignee acknowledges that no such representations or warranties have been obtained made by Assignor. (the "Approval Date"c) OTHER THAN AS EXPRESSLY SET FORTH HEREIN, IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT ASSIGNOR IS NOT MAKING AND HAS NOT AT ANY TIME MADE ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER, EXPRESSED OR IMPLIED, WITH RESPECT TO THE SHARES, THE GROUP ENTITIES AND THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OR REPRESENTATIONS AS TO HABITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ZONING, TAX CONSEQUENCES, LATENT OR PATENT PHYSICAL OR ENVIRONMENTAL CONDITIONS, UTILITIES, OPERATING HISTORY OR PROJECTIONS, VALUATION, GOVERNMENTAL APPROVALS, THE COMPLIANCE OF THE SHARES, THE GROUP ENTITIES AND THE PROPERTY WITH GOVERNMENTAL LAWS, THE TRUTH, ACCURACY OR COMPLETENESS OF THE SPRING LEASE, THE DECLARATION OR ANY OTHER INFORMATION PROVIDED BY OR ON BEHALF OF ASSIGNOR TO ASSIGNEE, OR ANY OTHER MATTER OR THING REGARDING THE SHARES, THE GROUP ENTITIES AND THE PROPERTY. ASSIGNEE ACKNOWLEDGES AND AGREES THAT UPON CLOSING UNDER THE PURCHASE CONTRACT, THE SHARES AND THE PROPERTY SHALL BE “AS IS”, “WHERE IS”, WITH “ALL FAULTS”. OTHER THAN AS EXPRESSLY SET FORTH HEREIN, ASSIGNEE HAS NOT RELIED AND WILL NOT RELY ON, AND ASSIGNOR IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE SHARES, THE GROUP ENTITIES OR THE PROPERTY OR RELATING THERETO (INCLUDING SPECIFICALLY, WITHOUT LIMITATION, PROPERTY INFORMATION PACKAGES DISTRIBUTED WITH RESPECT TO THE PROPERTY) MADE OR FURNISHED BY ASSIGNOR OR ANY REAL ESTATE BROKER OR AGENT REPRESENTING OR PURPORTING TO REPRESENT ASSIGNOR, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING. SUBJECT TO THE PROVISIONS OF SECTIONS 4(a) AND (b) ABOVE, ASSIGNEE REPRESENTS TO ASSIGNOR THAT ASSIGNEE HAS CONDUCTED SUCH INVESTIGATIONS OF THE SHARES, THE GROUP ENTITIES AND THE PROPERTY, INCLUDING BUT NOT LIMITED TO, THE PHYSICAL AND ENVIRONMENTAL CONDITIONS THEREOF, AS ASSIGNEE DEEMS NECESSARY TO SATISFY ITSELF AS TO THE CONDITION OF THE SHARES, THE GROUP ENTITIES AND THE PROPERTY AND THE EXISTENCE OR NONEXISTENCE OR CURATIVE ACTION TO BE TAKEN WITH RESPECT TO ANY HAZARDOUS OR TOXIC SUBSTANCES ON OR DISCHARGED FROM THE PROPERTY, AND WILL RELY SOLELY UPON SAME AND NOT UPON ANY INFORMATION PROVIDED BY OR ON BEHALF OF ASSIGNOR OR ITS AGENTS OR EMPLOYEES WITH RESPECT THERETO. UPON CLOSING, ASSIGNEE 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 ASSIGNEE’S INVESTIGATIONS, AND ASSIGNEE, UPON CLOSING, SHALL BE DEEMED TO HAVE WAIVED AND RELINQUISHED AS AGAINST ASSIGNOR (AND ASSIGNOR’S OFFICERS, DIRECTORS, SHAREHOLDERS, MEMBERS, PRINCIPALS, EMPLOYEES AND AGENTS) ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION (INCLUDING CAUSES OF ACTION IN TORT), there are any matters recorded against the Leased Premises which are not disclosed in the Title Commitment LOSSES, DAMAGES, LIABILITIES, COSTS AND EXPENSES ("New Title Exceptions")INCLUDING ATTORNEYS’ FEES AND COURT COSTS) OF ANY AND EVERY KIND OR CHARACTER, Lessee shall have the right to notify Lessor within fifteen KNOWN OR UNKNOWN, WHICH ASSIGNEE MIGHT HAVE ASSERTED OR ALLEGED AGAINST ASSIGNOR (15AND ASSIGNOR’S OFFICERS, DIRECTORS, SHAREHOLDERS, MEMBERS, PRINCIPALS, EMPLOYEES AND AGENTS) days after the Approval Date that it objects to any such New Title Exceptions AT ANY TIME BY REASON OF OR ARISING OUT OF ANY LATENT OR PATENT CONSTRUCTION DEFECTS OR PHYSICAL CONDITIONS, VIOLATIONS OF ANY APPLICABLE LAWS (a "Title Objection Notice"). In such eventINCLUDING, Lessor shall have the right (but not the obligationWITHOUT LIMITATION, ANY ENVIRONMENTAL, ZONING OR BUILDING LAWS) within thirty (30) days after receipt of the Title Objection NoticeOR UNDER THE DECLARATION AND ANY AND ALL OTHER ACTS, in its discretion to either record or bond such New Title ExceptionOMISSIONS, or provide the necessary assurances to the title Lessee so that Lessee can obtain a title insurance policy which is not subject to any New Title Exceptions listed in ▇▇▇▇▇▇'s Title Objection Notice (an "Acceptable Policy"). If Lessor is unable or unwilling to discharge or bond such New Title Exceptions or to cause an Acceptable Policy to be issued to Lessee within such thirty (30) day period (which period shall be extended if same cannot with reasonable diligence be completed within thirty (30) days provided that Lessor is diligently seeking to discharge or bond such New Title Exceptions or to cause an Acceptable Policy to be issued to LesseeEVENTS, but not beyond one hundred eighty (180) days after the date of Lessee's Title Objection Notice)CIRCUMSTANCES OR MATTERS REGARDING THE SHARES, then Lessee shall have the right within thirty (30) days after ▇▇▇▇▇▇'s period to cure has expired to terminate this Agreement upon notice to LessorTHE GROUP ENTITIES OR THE PROPERTY.

AS-IS. (a) Lessor shall Buyer acknowledges, represents and warrants that prior to Close of Escrow, Buyer will have no obligation had the opportunity to perform any alterations thoroughly inspect the Property and to investigate all aspects of the Property. Notwithstanding anything to the Leased Premises to prepare the same for ▇▇▇▇▇▇'s occupancy thereof. Upon execution of contrary contained in this Agreement, Lessee shall be irrevocably deemed Buyer further acknowledges and agrees that Buyer is purchasing the Property subject to all governmental regulations and the Lease. Buyer further acknowledges and agrees that except for any representations and warranties expressly made by Seller in this Agreement, neither Seller nor any of Seller’s employees, agents or representatives have (i) accepted and be fully satisfied in all respects withmade any representations or warranties by or on behalf of Seller of any kind whatsoever, whether oral or written, express or implied, statutory or otherwise, as to any matters concerning the Property, the Leased Premisescondition of the Property, the size of the Real Property, the size of the Improvements (including without limitation, any discrepancies in the actual rentable square footage of any leased premises within the Improvements), the present use of the Property or the suitability of Buyer’s intended use of the Property. Buyer hereby acknowledges, agrees and represents that the Property is to be purchased, conveyed and accepted by Buyer in its present condition, “AS IS”, “WHERE IS” AND WITH ALL FAULTS, and that no patent or latent defect or deficiency in the condition of the Property whether or not known or discovered, shall affect the rights of either Seller or Buyer hereunder nor shall the Purchase Price be reduced as a consequence thereof. Except for any representations and warranties expressly made by Seller in this Agreement, any and all information and documents furnished to Buyer by or on behalf of Seller relating to the Property, including, without limitation, the status Property Documents, shall be deemed furnished as a courtesy to Buyer but without warranty of title shown any kind from or on any title commitment issued to Lessee by a title Lessee prior to execution behalf of this Agreement (Seller regarding the "Title Commitment"), the environmental condition of the Leased Premises, and the property's value and zoning, (ii) decided to lease the Leased Premises solely on the basis of its own independent investigation, and (iii) accepted the Leased Premises in their present "as-is" condition. Except as expressly stated in this Agreement, Lessor has not made, does not make, and has not authorized anyone else to make any representation as to the present or future status of title, the environmental condition, physical condition, value, leasing, operation, use, tax status, zoning, income and expenses or any other matter or thing pertaining to the Leased Premises, and Lessee acknowledges that content thereof except as expressly stated in this Agreement, provided herein. Buyer hereby represents and warrants to Seller that no such representation has been made Buyer will have an opportunity to perform an independent inspection and that in entering into this Agreement Lessee does not rely on any such representation. Lessor makes no warranty or representation, express or implied or arising by operation of law, including, without limitation, any warranty of condition, habitability, merchantability, or fitness for a particular purpose investigation of the Leased Premises. (b) In the event that, as Property and also will have an opportunity to investigate and has knowledge of the date that all required State approvals of this Agreement have been obtained (the "Approval Date"), there are any matters recorded against the Leased Premises which are not disclosed in the Title Commitment ("New Title Exceptions"), Lessee shall have the right to notify Lessor within fifteen (15) days after the Approval Date that it objects to any such New Title Exceptions (a "Title Objection Notice"). In such event, Lessor shall have the right (but not the obligation) within thirty (30) days after receipt of the Title Objection Notice, in its discretion to either record operative or bond such New Title Exception, or provide the necessary assurances to the title Lessee so that Lessee can obtain a title insurance policy which is not subject to any New Title Exceptions listed in ▇▇▇▇▇▇'s Title Objection Notice (an "Acceptable Policy"). If Lessor is unable or unwilling to discharge or bond such New Title Exceptions or to cause an Acceptable Policy to be issued to Lessee within such thirty (30) day period (which period shall be extended if same cannot with reasonable diligence be completed within thirty (30) days provided that Lessor is diligently seeking to discharge or bond such New Title Exceptions or to cause an Acceptable Policy to be issued to Lessee, but not beyond one hundred eighty (180) days after the date of Lessee's Title Objection Notice), then Lessee shall have the right within thirty (30) days after ▇▇▇▇▇▇'s period to cure has expired to terminate this Agreement upon notice to Lessor.proposed governmental

AS-IS. Tenant acknowledges and agrees that, except with respect to the Landlord Work: (a) Lessor shall have no obligation ▇▇▇▇▇▇ has inspected, or has had the opportunity to perform any alterations inspect, the Project, the Buildings and the Premises and, subject to the Leased Premises to prepare Landlord’s obligations under this Lease, acknowledges that the same are acceptable for ▇▇▇▇▇▇'s occupancy ’s intended use and agrees to accept them in their “AS IS, WHERE IS” condition, (b) except as expressly provided in this Lease, neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the Premises, the Buildings, the Parking Area or any other portion of the Project or with respect to the condition thereof or the suitability of the same for the conduct of Tenant’s business, (c) except as expressly provided in the Work Letter Agreement and Section 16.2 below, and subject to the express representations and warranties of Landlord set forth in this Lease, Landlord shall have no obligation to alter, remodel, improve, repair, decorate or paint the Premises or any part thereof, or any portion of the Buildings or Project and (d) except as expressly provided in this Lease, Landlord shall have no obligation to provide Tenant with any allowance, rent credit or abatement in connection with Tenant’s entering into this Lease. Upon The taking of possession of the Premises by Tenant shall conclusively establish that the Project, the Buildings and the Premises were at such time in good order and clean condition and that Landlord shall have discharged all of its obligations under the Work Letter Agreement (subject to any punch list items as set forth in the Work Letter Agreement), and the execution of this Agreement, Lessee Lease by Tenant shall be irrevocably deemed to have (i) accepted and be fully satisfied in all respects withconclusively establish that the Premises, the Leased Premises, including, without limitationBuildings, the status of title shown on any title commitment issued to Lessee by a title Lessee prior to Project and the Parking Area were in good and sanitary order, condition and repair at such time, except for latent defects, if any. Without limiting the foregoing, Tenant’s execution of this Agreement the Memorandum of Terms shall constitute a specific acknowledgment and acceptance of the various start-up inconveniences that may be associated with the use of the Buildings, the Parking Area and other portions of the Project, such as certain construction obstacles (the "Title Commitment"e.g., scaffolding), the environmental condition delays in use of freight elevator service, unavailability of certain elevators for Tenant’s use, uneven air-conditioning services and other typical conditions incident to recently constructed (or recently modified) office and laboratory/research and development buildings. Tenant (for itself and all other claiming through Tenant) hereby irrevocably waives and releases its right to terminate this Lease under Section 1932(l) of the Leased Premises, and California Civil Code. Notwithstanding anything to the property's value and zoning, (ii) decided to lease the Leased Premises solely on the basis of its own independent investigation, and (iii) accepted the Leased Premises in their present "as-is" condition. Except as expressly stated contrary in this AgreementLease, Lessor has not madeLandlord represents, does not make, and has not authorized anyone else to make any representation as to the present or future status actual knowledge of title, the environmental condition, physical condition, value, leasing, operation, use, tax status, zoning, income and expenses or any other matter or thing pertaining to the Leased Premises, and Lessee acknowledges that except as expressly stated in this Agreement, that no such representation has been made and that in entering into this Agreement Lessee does not rely on any such representation. Lessor makes no warranty or representation, express or implied or arising by operation of law, including, without limitation, any warranty of condition, habitability, merchantability, or fitness for a particular purpose of the Leased Premises. (b) In the event that, as of the date that all required State approvals of this Agreement have been obtained (the "Approval Date"), there are any matters recorded against the Leased Premises which are not disclosed in the Title Commitment ("New Title Exceptions"), Lessee shall have the right to notify Lessor within fifteen (15) days after the Approval Date that it objects to any such New Title Exceptions (a "Title Objection Notice"). In such event, Lessor shall have the right (but not the obligation) within thirty (30) days after receipt of the Title Objection Notice, in its discretion to either record or bond such New Title Exception, or provide the necessary assurances to the title Lessee so that Lessee can obtain a title insurance policy which is not subject to any New Title Exceptions listed in ▇▇▇▇▇ ▇▇▇▇▇▇'s Title Objection Notice ▇, without a duty to inquire or investigate, that, as of the Commencement Date, (a) the Premises are not in material violation of any Laws, and (b) there are no damages or defects existing in the Premises that would not be visible upon an "Acceptable Policy"). If Lessor is unable or unwilling to discharge or bond such New Title Exceptions or to cause an Acceptable Policy to be issued to Lessee within such thirty (30) day period (which period shall be extended if same cannot with reasonable diligence be completed within thirty (30) days provided that Lessor is diligently seeking to discharge or bond such New Title Exceptions or to cause an Acceptable Policy to be issued to Lessee, but not beyond one hundred eighty (180) days after in-person inspection of the date of Lessee's Title Objection Notice), then Lessee shall have the right within thirty (30) days after ▇▇▇▇▇▇'s period to cure has expired to terminate this Agreement upon notice to LessorPremises.

AS-IS. Except for Seller’s Representations (aas defined in Section 11 hereof) Lessor shall have no obligation and Seller’s performance of its obligations under this Contract (including without limitation Seller’s obligations to perform any alterations to complete the Leased Premises to prepare Finished Lot Improvements as set forth in the same for ▇▇▇▇▇▇'s occupancy thereof. Upon execution of this Agreement, Lessee shall be irrevocably deemed to have (iLot Development Agreement and Section 5(c)(iii) accepted and be fully satisfied in all respects with, the Leased Premises, including, without limitation, the status of title shown on any title commitment issued to Lessee by a title Lessee prior to execution of this Agreement (the "Title Commitment"hereof), Purchaser acknowledges and agrees that it is purchasing the environmental condition of the Leased PremisesProperty based on its own inspection and examination thereof, and Seller shall sell and convey to Purchaser and Purchaser shall accept the property's value property on an “AS IS, WHERE IS, WITH ALL FAULTS, LIABILITIES, AND DEFECTS, LATENT OR OTHERWISE, KNOWN OR UNKNOWN” basis in an “AS IS” physical condition and zoning, (ii) decided to lease the Leased Premises solely on the basis in an “AS IS” state of its own independent investigation, and (iii) accepted the Leased Premises in their present "as-is" conditionrepair. Except as expressly stated contained in this AgreementContract, Lessor has the special warranty deed to be delivered at each Closing and Seller’s Representations, to the extent not made, does not makeprohibited by law the Purchaser hereby waives, and has not authorized anyone else to make Seller disclaims all warranties of any representation as type or kind whatsoever with respect to the present or future status of titleProperty, the environmental condition, physical condition, value, leasing, operation, use, tax status, zoning, income and expenses or any other matter or thing pertaining to the Leased Premises, and Lessee acknowledges that except as expressly stated in this Agreement, that no such representation has been made and that in entering into this Agreement Lessee does not rely on any such representation. Lessor makes no warranty or representation, whether express or implied implied, direct or arising by operation of lawindirect, oral or written, including, without by way of description, but not limitation, any warranty those of condition, habitability, merchantability, or fitness for a particular purpose purpose, and use. Without limiting the generality of the Leased Premises. (b) In the event foregoing, Purchaser expressly acknowledges that, except as otherwise provided in this Contract, the Seller’s Representations, the special warranty deed to be delivered at each Closing, Seller makes no representations or warranties concerning, and hereby expressly disclaims any representations or warranties concerning the following: (i) The value, nature, quality or condition of the date that all required State approvals Property; (ii) Any restrictions related to development of the Property; (iii) The applicability of any governmental requirements; (iv) The suitability of the Property for any purpose whatsoever; (v) The presence in, on, under or about the Property of any Hazardous Material or any other condition of the Property which is actionable under any Environmental Law (as such terms are defined in this Agreement have been obtained Section 10; (vi) Compliance of the "Approval Date")Property or any operation thereon with the laws, there are rules, regulations or ordinances of any matters recorded against applicable governmental body; or (vii) The presence or absence of, or the Leased Premises which are not disclosed potential adverse health, economic or other effects arising from, any magnetic, electrical or electromagnetic fields or other conditions caused by or emanating from any power lines, telephone lines, cables or other facilities, or any related devices or appurtenances, upon or in the Title Commitment ("New Title Exceptions"), Lessee shall have the right to notify Lessor within fifteen (15) days after the Approval Date that it objects to any such New Title Exceptions (a "Title Objection Notice"). In such event, Lessor shall have the right (but not the obligation) within thirty (30) days after receipt vicinity of the Title Objection NoticeProperty. EXCEPT FOR REPRESENTATIONS, in its discretion to either record or bond such New Title ExceptionWARRANTIES AND COVENANTS OF SELLER AS ARE EXPRESSLY SET FORTH IN THIS CONTRACT OR OTHERWISE PROVIDED IN THIS CONTRACT AND/OR EXPRESSLY SET FORTH IN THE CLOSING DOCUMENTS, or provide the necessary assurances to the title Lessee so that Lessee can obtain a title insurance policy which is not subject to any New Title Exceptions listed in ▇▇▇▇▇▇'s Title Objection Notice INCLUDING, WITHOUT LIMITATION, THE OBLIGATIONS OF SELLER UNDER THE LOT DEVELOPMENT AGREEMENT, SELLER SHALL NOT BE LIABLE TO PURCHASER FOR ANY CONSTRUCTION DEFECT, ERRORS, OMISSIONS, OR ON ACCOUNT OF SOILS CONDITIONS OR ANY OTHER CONDITION AFFECTING THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, THOSE MATTERS DESCRIBED ABOVE AND PURCHASER AND ANYONE CLAIMING BY, THROUGH OR UNDER PURCHASER, HEREBY FULLY RELEASES SELLER, ITS PARTNERS, EMPLOYEES, OFFICERS, DIRECTORS, REPRESENTATIVES, ATTORNEYS AND AGENTS (an "Acceptable Policy"). If Lessor is unable or unwilling to discharge or bond such New Title Exceptions or to cause an Acceptable Policy to be issued to Lessee within such thirty BUT NOT INCLUDING ANY THIRD PARTY PROFESSIONAL SERVICE PROVIDERS [E.G., ENGINEERS, ETC.], CONTRACTORS OR SIMILAR FIRMS OR PERSONS) FROM ANY AND ALL CLAIMS AGAINST ANY OF THEM FOR ANY COST, LOSS, LIABILITY, DAMAGE, EXPENSE, DEMAND, ACTION OR CAUSE OF ACTION (30INCLUDING, WITHOUT LIMITATION, ANY RIGHTS OF CONTRIBUTION) day period (which period shall be extended if same cannot with reasonable diligence be completed within thirty (30) days provided that Lessor is diligently seeking to discharge or bond such New Title Exceptions or to cause an Acceptable Policy to be issued to LesseeARISING FROM OR RELATED TO ANY CONSTRUCTION DEFECTS, but not beyond one hundred eighty (180) days after the date of Lessee's Title Objection Notice)ERRORS, then Lessee shall have the right within thirty (30) days after ▇▇▇▇▇▇'s period to cure has expired to terminate this Agreement upon notice to LessorOMISSIONS, OR OTHER CONDITIONS AFFECTING THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, THOSE MATTERS DESCRIBED ABOVE AND INCLUDING ANY ALLEGED NEGLIGENCE OF SELLER.

AS-IS. Except for Seller’s Representations (aas defined in Section 11 hereof) Lessor and Seller’s performance of its obligations under this Contract, Purchaser acknowledges and agrees that it is purchasing the Property based on its own inspection and examination thereof, and Seller shall have no obligation sell and convey to perform any alterations Purchaser and Purchaser shall accept the property on an “AS IS, WHERE IS, WITH ALL FAULTS, LIABILITIES, AND DEFECTS, LATENT OR OTHERWISE, KNOWN OR UNKNOWN” basis in an “AS IS” physical condition and in an “AS IS” state of repair (subject to the Leased Premises to prepare the same for ▇▇▇▇▇▇'s occupancy thereof. Upon execution of this Agreement, Lessee shall be irrevocably deemed to have (iFinished Lot Improvements obligation set forth in Section 5(a)(iii) accepted and be fully satisfied in all respects with, the Leased Premises, including, without limitation, the status of title shown on any title commitment issued to Lessee by a title Lessee prior to execution of this Agreement (the "Title Commitment"hereof), the environmental condition of the Leased Premises, and the property's value and zoning, (ii) decided to lease the Leased Premises solely on the basis of its own independent investigation, and (iii) accepted the Leased Premises in their present "as-is" condition. Except as expressly stated contained in this AgreementContract, Lessor has the special warranty deed to be delivered at each Closing and Seller’s Representations, to the extent not made, does not makeprohibited by law the Purchaser hereby waives, and has not authorized anyone else to make Seller disclaims all warranties of any representation as type or kind whatsoever with respect to the present or future status of titleProperty, the environmental condition, physical condition, value, leasing, operation, use, tax status, zoning, income and expenses or any other matter or thing pertaining to the Leased Premises, and Lessee acknowledges that except as expressly stated in this Agreement, that no such representation has been made and that in entering into this Agreement Lessee does not rely on any such representation. Lessor makes no warranty or representation, whether express or implied implied, direct or arising by operation of lawindirect, oral or written, including, without by way of description, but not limitation, any warranty those of condition, habitability, merchantability, or fitness for a particular purpose purpose, and use. Without limiting the generality of the Leased Premises. (b) In the event foregoing, Purchaser expressly acknowledges that, except as otherwise provided in this Contract, the Seller’s Representations, the special warranty deed to be delivered at each Closing, Seller makes no representations or warranties concerning, and hereby expressly disclaims any representations or warranties concerning the following: (i) The value, nature, quality or condition of the date that all required State approvals Property; (ii) Any restrictions related to development of the Property; (iii) The applicability of any governmental requirements; (iv) The suitability of the Property for any purpose whatsoever; (v) The presence in, on, under or about the Property of any Hazardous Material or any other condition of the Property which is actionable under any Environmental Law (as such terms are defined in this Agreement have been obtained Section 10; (vi) Compliance of the "Approval Date")Property or any operation thereon with the laws, there are rules, regulations or ordinances of any matters recorded against applicable governmental body; or (vii) The presence or absence of, or the Leased Premises which are not disclosed potential adverse health, economic or other effects arising from, any magnetic, electrical or electromagnetic fields or other conditions caused by or emanating from any power lines, telephone lines, cables or other facilities, or any related devices or appurtenances, upon or in the Title Commitment ("New Title Exceptions"), Lessee shall have the right to notify Lessor within fifteen (15) days after the Approval Date that it objects to any such New Title Exceptions (a "Title Objection Notice"). In such event, Lessor shall have the right (but not the obligation) within thirty (30) days after receipt vicinity of the Title Objection NoticeProperty. EXCEPT FOR REPRESENTATIONS, in its discretion to either record or bond such New Title ExceptionWARRANTIES AND COVENANTS OF SELLER AS ARE EXPRESSLY SET FORTH IN THIS CONTRACT OR OTHERWISE PROVIDED IN THIS CONTRACT AND/OR EXPRESSLY SET FORTH IN THE CLOSING DOCUMENTS, or provide the necessary assurances to the title Lessee so that Lessee can obtain a title insurance policy which is not subject to any New Title Exceptions listed in ▇▇▇▇▇▇'s Title Objection Notice SELLER SHALL NOT BE LIABLE TO PURCHASER FOR ANY CONSTRUCTION DEFECT, ERRORS, OMISSIONS, OR ON ACCOUNT OF SOILS CONDITIONS OR ANY OTHER CONDITION AFFECTING THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, THOSE MATTERS DESCRIBED ABOVE AND PURCHASER AND ANYONE CLAIMING BY, THROUGH OR UNDER PURCHASER, HEREBY FULLY RELEASES SELLER, ITS PARTNERS, EMPLOYEES, OFFICERS, DIRECTORS, REPRESENTATIVES, ATTORNEYS AND AGENTS (an "Acceptable Policy"). If Lessor is unable or unwilling to discharge or bond such New Title Exceptions or to cause an Acceptable Policy to be issued to Lessee within such thirty BUT NOT INCLUDING ANY THIRD PARTY PROFESSIONAL SERVICE PROVIDERS [E.G., ENGINEERS, ETC.], CONTRACTORS OR SIMILAR FIRMS OR PERSONS) FROM ANY AND ALL CLAIMS AGAINST ANY OF THEM FOR ANY COST, LOSS, LIABILITY, DAMAGE, EXPENSE, DEMAND, ACTION OR CAUSE OF ACTION (30INCLUDING, WITHOUT LIMITATION, ANY RIGHTS OF CONTRIBUTION) day period (which period shall be extended if same cannot with reasonable diligence be completed within thirty (30) days provided that Lessor is diligently seeking to discharge or bond such New Title Exceptions or to cause an Acceptable Policy to be issued to LesseeARISING FROM OR RELATED TO ANY CONSTRUCTION DEFECTS, but not beyond one hundred eighty (180) days after the date of Lessee's Title Objection Notice)ERRORS, then Lessee shall have the right within thirty (30) days after ▇▇▇▇▇▇'s period to cure has expired to terminate this Agreement upon notice to LessorOMISSIONS, OR OTHER CONDITIONS AFFECTING THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, THOSE MATTERS DESCRIBED ABOVE AND INCLUDING ANY ALLEGED NEGLIGENCE OF SELLER.

AS-IS. (a) Lessor shall have no obligation Buyer acknowledges that except for Seller’s representations, warranties and covenants contained herein and except for the written disclosures delivered to perform Buyer by Seller as set forth herein, neither Seller, nor anyone acting or claiming to act for or on behalf of Seller, has made any alterations representations, warranties, promises or statements to Buyer concerning the Property. Buyer further acknowledges and agrees that all material matters relating to the Leased Premises Property will be independently verified by Buyer to prepare its full satisfaction within the same for ▇▇▇▇▇▇'s occupancy thereof. Upon execution of time provided under this Agreement, Lessee shall that, except as to Seller’s representations, warranties and covenants contained in this Agreement, Buyer will be irrevocably deemed acquiring the Property based solely upon and in reliance on its own inspections, analyses and conclusions, and that if Buyer acquires the Property, it will acquire the Property in the Property’s “AS-IS” condition and “AS-IS” state of repair inclusive of all faults and defects, whether latent or patent, or known or unknown, except as otherwise set forth hereinbelow. Except as otherwise set forth hereinbelow, without limiting the scope or generality of the foregoing, and subject to have the same limitations stated above, (i) accepted Buyer expressly assumes the risk that the Property may not now or in the future comply with any applicable laws now or hereafter in effect; (ii) Buyer acknowledges that neither Seller nor anyone acting on Seller’s behalf has made, and Seller is unwilling to make, any representation or warranty whatsoever with respect to the physical nature or construction of the Improvements or any other part of the Property or that the Improvements have been constructed in accordance with normal industry construction practices or standards of workmanship or that the Improvements have been constructed in accordance with the plans and specifications or any applicable codes, and no warranty or representation whatsoever is made with respect to the materials or products used in connection with the Property or incorporated into the Improvements; and (iii) Buyer acknowledges that there may be deferred maintenance with respect to the Property which is not readily visible (all of the matters mentioned in this sentence being hereinafter referred to as “Construction Matters”). (b) Buyer further acknowledges and agrees that any written disclosures given by Seller, except for Seller’s representations and warranties set forth herein and except as otherwise provided herein, are given for disclosure purposes only and that they do not constitute representations or warranties that the adverse conditions so disclosed to Buyer are the only adverse conditions that may exist at or otherwise affect the Property and, without limiting the scope or generality of this Section 14, Buyer expressly assumes the risk that adverse physical, environmental, financial and legal conditions or Construction Matters may not be revealed by Buyer’s inspection and evaluation of the Property or any other material matters. (c) Except as specifically provided herein, Buyer hereby fully satisfied and forever waives, and Seller hereby fully and forever disclaims, all warranties and representations not expressly set forth herein, of whatever type or kind with respect to the Property, whether express, implied or otherwise including, without limitation, those relating to Construction Matters or of fitness for a particular purpose, tenantability, habitability or use. (d) Buyer further acknowledges that any information including, without limitation, any engineering reports, architectural reports, feasibility reports, marketing reports, soils reports, environmental reports, materials related to Construction Matters, analyses or data, or other similar reports, analyses, data or information of whatever type or kind which Buyer has received or may hereafter receive from Seller, its agents, its consultants, or anyone acting or claiming to act on its behalf are furnished without warranty of any kind and with no representation by Seller as to their completeness or accuracy (except that Seller is providing such information to Buyer in good faith and with no basis in Seller’s actual knowledge to believe that such information is not accurate or misleading as provided herein) and on the express condition that Buyer shall make its own independent verification of the accuracy, reliability and sufficiency of such information and that Buyer will not rely thereon. Accordingly, Buyer agrees that under no circumstances will it make any claim, directly or indirectly, against, bring any action, cause of action or proceeding against, or assert any liability upon, Seller, its agents, consultants, contractors, or any other persons who prepared or furnished any of the information to Buyer hereunder as a result of the inaccuracy, unreliability or insufficiency of, or any defect or mistake in, any of the information provided to Buyer hereunder. This Section 14 (d) has application to third party deliveries, and does not apply to deliveries of Seller’s documents and instruments, such as, but not limited to, rent rolls, leases, and service contracts and has no application to Seller’s representations and warranties contained in this Agreement. (e) Prior to Closing, Seller, at Seller’s sole expense, shall purchase a Pollution Liability insurance policy naming Buyer as the insured and insuring Buyer from any environmental remediation obligations and tort liability associated with pollution conditions on, at, under, or emanating from the Property (the “Pollution Liability Policy”). The Pollution Liability Policy shall have limits of liability of $5,000,000 per loss/$5,000,000 policy aggregate, provide coverage for five (5) years, name Seller as an additional insured, and shall not be cancelled or modified except by the direction of Buyer. The Pollution Liability Policy shall include a severability of interest provision such that any act or violation that would obviate coverage for one party shall not obviate coverage for the party not responsible for the act or violation. Because of the insurance coverage provided Buyer under the Environmental Policy, Buyer hereby fully and forever releases, acquits and discharges Seller of and from, and hereby fully and forever waives against Seller, and hereby agrees to look solely to the Environmental Policy for any recompense for the following: (i) Any and all respects claims, actions, causes of action, suits, proceedings, demands, rights, damages, costs, expenses or other compensation whatsoever, whether known or unknown, direct or indirect, foreseeable or unforeseeable, absolute or contingent, that Buyer now has or may have or which may arise in the future arising out of, directly or indirectly, or in any way connected with: (a) any condition of environmental contamination or pollution at the Property, the Leased Premises, however and whenever occurring (including, without limitation, the status contamination or pollution of title shown on any title commitment issued surface or subsurface soils, subsurface media, surface waters or ground waters at the Property; (b) to Lessee by a title Lessee prior to execution of this Agreement the extent not already included in (the "Title Commitment"a), above, the environmental condition of the Leased Premisesprior, and the property's value and zoning, (ii) decided to lease the Leased Premises solely on the basis of its own independent investigation, and (iii) accepted the Leased Premises in their present "as-is" condition. Except as expressly stated in this Agreement, Lessor has not made, does not make, and has not authorized anyone else to make any representation as to the present or future status existence, release or discharge, or threatened release, of titleany hazardous materials at the Property, the environmental condition, physical condition, value, leasing, operation, use, tax status, zoning, income however and expenses or any other matter or thing pertaining to the Leased Premises, and Lessee acknowledges that except as expressly stated in this Agreement, that no such representation has been made and that in entering into this Agreement Lessee does not rely on any such representation. Lessor makes no warranty or representation, express or implied or arising by operation of law, whenever occurring (including, without limitation, any warranty of condition, habitability, merchantabilitythe release or discharge, or fitness for a particular purpose threatened release, of any hazardous materials into the Leased Premisesair at the Property, or into any soils, subsoils, surface waters or ground waters at the Property); (c) the violation of any applicable law now or hereafter in effect, however and whenever occurring, with respect to the Property; or (d) geologic and seismic conditions at the Property, and soil and subsoil conditions at the Property. (bii) In Any and all damages; losses; costs; judgments; fines and penalties; fees; expenses; or other compensation whatsoever arising out of, directly or indirectly, or in any way connected with, any of the event thatmatters described in clauses (a) through (d) of this Section 14 (e). (iii) Any claim for or right to indemnification, contribution or other compensation based on or arising under the Comprehensive Environmental Response, Compensation and Liability Act, as amended (“CERCLA”), 42 U.S.C. §9601, et seq., or the Resource Conservation and Recovery Act, as amended (“RCRA”), 42 U.S.C. §6901, et seq., or any similar or other applicable law now or hereafter in effect. (iv) Any claim for or based on trespass, nuisance, waste, negligence, negligence per se, strict liability, ultrahazardous activity, indemnification, contribution or other theory arising under the common law of the date that all required State approvals of Georgia (or any other applicable jurisdiction) or arising under any applicable law now or hereafter in effect. For purposes of this Agreement have been obtained (Section 14, the "Approval Date")word “at” also means on, there are any matters recorded against the Leased Premises which are not disclosed beneath, in, above, and in the Title Commitment vicinity of. This Section 14 ("New Title Exceptions")e) has no application to deliveries of Seller’s documents and instruments, Lessee shall have the right to notify Lessor within fifteen (15) days after the Approval Date that it objects to any such New Title Exceptions (a "Title Objection Notice"). In such event, Lessor shall have the right (but not the obligation) within thirty (30) days after receipt of the Title Objection Notice, in its discretion to either record or bond such New Title Exception, or provide the necessary assurances to the title Lessee so that Lessee can obtain a title insurance policy which is not subject to any New Title Exceptions listed in ▇▇▇▇▇▇'s Title Objection Notice (an "Acceptable Policy"). If Lessor is unable or unwilling to discharge or bond such New Title Exceptions or to cause an Acceptable Policy to be issued to Lessee within such thirty (30) day period (which period shall be extended if same cannot with reasonable diligence be completed within thirty (30) days provided that Lessor is diligently seeking to discharge or bond such New Title Exceptions or to cause an Acceptable Policy to be issued to Lesseeas, but not beyond one hundred eighty (180) days after the date of Lessee's Title Objection Notice)limited to, then Lessee shall have the right within thirty (30) days after ▇▇▇▇▇▇'s period rent rolls, leases, service contracts and operating statements, and has no application to cure has expired to terminate Seller’s representations and warranties contained in this Agreement. Anything contained in this Section 14 or elsewhere in this Agreement upon notice to Lessorthe contrary notwithstanding, the terms and provisions of this Section 14 shall not apply to (i) any right Buyer may have to implead or seek contribution from Seller as a result of (a) any order issued to Buyer by a governmental authority having jurisdiction, or (b) any claim made or judicial or administrative proceeding instituted against Buyer by a governmental authority having jurisdiction, in either such case, relating to the presence, release or discharge of hazardous or toxic substances in, on, from, under or about the Property. (f) The provisions of this Section 14 shall survive Closing.