Common use of AS-IS Clause in Contracts

AS-IS. Except for Seller's Representations, the Property is expressly purchased and sold "AS IS," "WHERE IS," and "WITH ALL FAULTS." The Purchase Price and the terms and conditions set forth herein are the result of arm's-length bargaining between entities familiar with transactions of this kind, and said price, terms and conditions reflect the fact that Purchaser shall have the benefit of, and, except for Seller’s Representations, is not relying upon, any information provided by Seller or Broker or statements, representations or warranties, express or implied, made by or enforceable directly against Seller or Broker, including, without limitation, any relating to the value of the Property, the physical or environmental condition of the Property, any state, federal, county or local law, ordinance, order or permit; or the suitability, compliance or lack of compliance of the Property with any regulation, or any other attribute or matter of or relating to the Property (other than any covenants of title contained in the Deed conveying the Property and Seller's Representations). Purchaser agrees that Seller shall not be responsible or liable to Purchaser for any defects, errors or omissions, or on account of any conditions affecting the Property. Purchaser, its successors and assigns, and anyone claiming by, through or under Purchaser, hereby fully releases Seller's 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 against Seller's Indemnified Parties with respect to any and all Losses arising from or related to any defects, errors, omissions or other conditions affecting the Property except, subject to the terms of set forth in Section 6.3 below, for claims or causes of action arising from the fraud or misrepresentation of Seller. Purchaser represents and warrants that, as of the date hereof and as of the Closing Date, it has and shall have reviewed and conducted such independent analyses, studies (including, without limitation, environmental studies and analyses concerning the presence of lead, asbestos, water intrusion and/or fungal growth and any resulting damage, PCBs and radon in and about the Property), reports, investigations and inspections as it deems appropriate in connection with the Property. If Seller provides or has provided any documents, summaries, opinions or work product of consultants, surveyors, architects, engineers, title companies, governmental authorities or any other person or entity with respect to the Property, including, without limitation, the offering prepared by Broker, Purchaser and Seller agree that Seller has done so or shall do so only for the convenience of both parties, subject to Seller’s Representations, Purchaser shall not rely thereon and the reliance by Purchaser upon any such documents, summaries, opinions or work product shall not create or give rise to any liability of or against Seller's Indemnified Parties. Purchaser acknowledges and agrees that, except for Seller’s Representations, no representation has been made and no responsibility is assumed by Seller with respect to current and future applicable zoning or building code requirements or the compliance of the Property with any other laws, rules, ordinances or regulations, the financial earning capacity or expense history of the Property, the continuation of contracts, continued occupancy levels of the Property, or any part thereof, or the continued occupancy by tenants of any Leases or, without limiting any of the foregoing, occupancy at Closing. Prior to Closing, Seller shall have the right, but not the obligation, to enforce its rights against any and all Property occupants, guests or tenants. Purchaser agrees that the departure or removal, prior to Closing, of any of such guests, occupants or tenants 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 Contract in any manner whatsoever; and Purchaser shall close title and accept delivery of the Deed with or without such tenants in possession and without any allowance or reduction in the Purchase Price under this Contract. Purchaser hereby releases Seller from any and all claims and liabilities relating to the foregoing matters, except, subject to the terms of set forth in Section 6.3 below, for claims and liabilities arising from or in any way connected with the fraud or misrepresentation of Seller.

AS-IS. Except for as otherwise expressly set forth in Seller's Representations, the : 6.2.1 The Property is expressly purchased and sold "AS IS," "WHERE IS," and "WITH ALL FAULTS." " 6.2.2 The Purchase Price and the terms and conditions set forth herein are the result of arm's-length bargaining between entities familiar with transactions of this kind, and said price, terms and conditions reflect the fact that Purchaser shall have the benefit of, and, except for Seller’s Representations, but is not relying upon, any information provided by Seller or Broker or statements, representations or warranties, express or implied, made by or enforceable directly against Seller or Broker, including, without limitation, any relating to the value of the Property, the physical or environmental condition of the Property, any state, federal, county or local law, ordinance, order or permit; or the suitability, compliance or lack of compliance of the Property with any regulation, or any other attribute or matter of or relating to the Property (other than any covenants of title contained in the Deed conveying the Property and Seller's Representations). Purchaser agrees that Seller shall not be responsible or liable to Purchaser for any defects, errors or omissionsomissions in the Materials, or on account of any conditions affecting the Property. . 6.2.3 Purchaser, its successors and assigns, and anyone claiming by, through or under Purchaser, hereby fully releases Seller's 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 against Seller's Indemnified Parties with respect to any and all Losses arising from or related to any defects, errors, omissions in the Materials or other conditions affecting the Property except, subject to the terms of set forth in Section 6.3 below, for claims or causes of action arising from the fraud or misrepresentation of Seller. Property. 6.2.4 Purchaser represents and warrants that, as of the date hereof and as of the Closing Date, it has and shall have reviewed and conducted such independent analyses, studies (including, without limitation, environmental studies and analyses concerning the presence of lead, asbestos, water intrusion and/or fungal growth and any resulting damage, PCBs and radon in and about the Property), reports, investigations and inspections as it deems appropriate in connection with the Property. If Seller provides or has provided any documents, summaries, opinions or work product of consultants, surveyors, architects, engineers, title companies, governmental authorities or any other person or entity with respect to the Property, including, without limitation, the offering prepared by Broker, Purchaser and Seller agree that Seller has done so or shall do so only for the convenience of both parties, subject to Seller’s Representations, Purchaser shall not rely thereon and the reliance by Purchaser upon any such documents, summaries, opinions or work product shall not create or give rise to any liability of or against Seller's Indemnified Parties. Purchaser acknowledges and agrees that, except for Seller’s Representations, that no representation has been made and no responsibility is assumed by Seller with respect to current and future applicable zoning or building code requirements or the compliance of the Property with any other laws, rules, ordinances or regulations, the financial earning capacity or expense history of the Property, the continuation of contracts, continued occupancy levels of the Property, or any part thereof, or the continued occupancy by tenants of any Leases or, without limiting any of the foregoing, occupancy at Closing. . 6.2.5 Prior to Closing, Seller shall have the right, but not the obligation, to enforce its rights against any and all Property occupants, guests or tenants. Purchaser agrees that the departure or removal, prior to Closing, of any of such guests, occupants or tenants 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 Contract in any manner whatsoever; and Purchaser shall close title and accept delivery of the Deed with or without such tenants in possession and without any allowance or reduction in the Purchase Price under this Contract. . 6.2.6 Purchaser hereby releases Seller from any and all claims and liabilities relating to the foregoing matters, except, subject to the terms of matters set forth in Section 6.3 below, for claims and liabilities arising from or in any way connected with the fraud or misrepresentation of Sellerthis Section.

AS-IS. Except for as otherwise expressly set forth in Seller's ’s Representations, the : 6.2.1. The Property is expressly purchased and sold "“AS IS," "” “WHERE IS," ” and "“WITH ALL FAULTS." ” 6.2.2. The Purchase Price and the terms and conditions set forth herein are the result of arm'sarm’s-length bargaining between entities familiar with transactions of this kind, and said price, terms and conditions reflect the fact that Purchaser shall have the benefit of, and, except for Seller’s Representations, but is not relying upon, any information provided by Seller or Broker or statements, representations or warranties, express or implied, made by or enforceable directly against Seller or Broker, including, without limitation, any relating to the value of the Property, the physical or environmental condition of the Property, any state, federal, county or local law, ordinance, order or permit; or the suitability, compliance or lack of compliance of the Property with any regulation, or any other attribute or matter of or relating to the Property (other than any covenants of title contained in the Deed conveying the Property and Seller's ’s Representations). Purchaser agrees that Seller shall not be responsible or liable to Purchaser for any defects, errors or omissionsomissions in the Materials, or on account of any conditions affecting the Property. 6.2.3. Purchaser, its successors and assigns, and anyone claiming by, through or under Purchaser, hereby fully releases Seller's ’s 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 against Seller's ’s Indemnified Parties with respect to any and all Losses arising from or related to any defects, errors, omissions or other conditions affecting in the Property except, subject to the terms of set forth in Section 6.3 below, for claims or causes of action arising from the fraud or misrepresentation of SellerMaterials. 6.2.4. Purchaser represents and warrants that, as of the date hereof and as of the Closing Date, it has and shall have reviewed and conducted such independent analyses, studies (including, without limitation, environmental studies and analyses concerning the presence of lead, asbestos, water intrusion and/or fungal growth and any resulting damage, PCBs and radon in and about the Property), reports, investigations and inspections as it deems appropriate in connection with the Property. If Seller provides or has provided any documents, summaries, opinions or work product of consultants, surveyors, architects, engineers, title companies, governmental authorities or any other person or entity with respect to the Property, including, without limitation, the offering prepared by Broker, Purchaser and Seller agree that Seller has done so or shall do so only for the convenience of both parties, subject to Seller’s Representations, Purchaser shall not rely thereon and the reliance by Purchaser upon any such documents, summaries, opinions or work product shall not create or give rise to any liability of or against Seller's ’s Indemnified Parties. Purchaser acknowledges and agrees that, except for Seller’s Representations, that no representation has been made and no responsibility is assumed by Seller with respect to current and future applicable zoning or building code requirements or the compliance of the Property with any other laws, rules, ordinances or regulations, the financial earning capacity or expense history of the Property, the continuation of contracts, continued occupancy levels of the Property, or any part thereof, or the continued occupancy by tenants of any Leases or, without limiting any of the foregoing, occupancy at Closing. Prior to Closing, Seller shall have the right, but not the obligation, to enforce its rights against any and all Property occupants, guests or tenants. Purchaser agrees that the departure or removal, prior to Closing, of any of such guests, occupants or tenants 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 Contract in any manner whatsoever; and Purchaser shall close title and accept delivery of the Deed with or without such tenants in possession and without any allowance or reduction in the Purchase Price under this Contract. Purchaser hereby releases Seller from any and all claims and liabilities relating to the foregoing matters, except, subject to the terms of set forth in Section 6.3 below, for claims and liabilities arising from or in any way connected with the fraud or misrepresentation of Seller.

AS-IS. Except for Seller's Representations, the each Property is expressly purchased and sold "AS IS," "WHERE IS," and "WITH ALL FAULTS." The Purchase Price for each Property and the terms and conditions set forth herein are the result of arm's-length bargaining between entities familiar with transactions of this kind, and said price, terms and conditions reflect the fact that Purchaser shall have the benefit of, and, except for Seller’s Representations, and is not relying upon, any information provided by Seller Sellers or Broker any broker or statements, representations or warranties, express or implied, made by or enforceable directly against Seller Sellers or Brokerany broker, including, without limitation, any relating to the value of the any Property, the physical or environmental condition of the any Property, any state, federal, county or local law, ordinance, order or permit; or the suitability, compliance or lack of compliance of the any Property with any regulation, or any other attribute or matter of or relating to the any Property (other than any covenants of title contained in the Deed conveying the a Property and Seller's RepresentationsRepresentations with respect to such Property). Purchaser agrees that Seller Sellers shall not be responsible or liable to Purchaser for any defects, errors or omissions, or on account of any conditions affecting the PropertyProperties. Purchaser, its successors and assigns, and anyone claiming by, through or under Purchaser, hereby fully releases each of Seller's 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 against any Seller's Indemnified Parties with respect to any and all Losses arising from or related to any defects, errors, omissions or other conditions affecting the Property except, subject to the terms of set forth in Section 6.3 below, for claims or causes of action arising from the fraud or misrepresentation of SellerProperties. Purchaser represents and warrants that, as of the date hereof and as of the Closing Date, it has and shall have reviewed and conducted such independent analyses, studies (including, without limitation, environmental studies and analyses concerning the presence of lead, asbestos, water intrusion and/or fungal growth and any resulting damage, PCBs and radon in and about the PropertyProperties), reports, investigations and inspections as it deems appropriate in connection with the PropertyProperties. If Seller provides Sellers provide or has have provided any documents, summaries, opinions or work product of consultants, surveyors, architects, engineers, title companies, governmental authorities or any other person or entity with respect to the PropertyProperties, including, without limitation, the offering prepared by Brokerany broker, Purchaser and Seller Sellers agree that Seller has Sellers have done so or shall do so only for the convenience of both the parties, subject to Seller’s Representations, Purchaser shall not rely thereon and the reliance by Purchaser upon any such documents, summaries, opinions or work product shall not create or give rise to any liability of or against any Seller's Indemnified Parties. Purchaser acknowledges and agrees that, except for Seller’s Representations, that no representation has been made and no responsibility is assumed by Seller Sellers with respect to current and future applicable zoning or building code requirements or requirements with respect to condominium conversion or the compliance of the Property Properties with any other laws, rules, ordinances or regulations, or the compliance by the "declarant" under any conditions, covenants or restrictions affecting the Properties, the financial earning capacity or expense history of the PropertyProperties, the continuation of contracts, continued occupancy levels of the PropertyProperties, or any part thereof, or the continued occupancy by tenants of any Leases or, without limiting any of the foregoing, occupancy at Closing. Sellers make no representations or warranty with respect to any homeowners associations which may be referenced with respect to any of the Properties. Prior to Closing, each Seller shall have the right, but not the obligation, to enforce its rights against any and all of its Property occupants, guests or tenants. Purchaser agrees that the departure or removal, prior to Closing, of any of such guests, occupants or tenants 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 Contract in any manner whatsoever; and Purchaser shall close title and accept delivery of the Deed Deeds with or without such tenants in possession and without any allowance or reduction in the applicable Purchase Price under this Contract. Except for environmental claims or actions brought by unrelated, non-governmental third-parties relating to the events occurring before Closing, Purchaser hereby releases Seller Sellers from any and all claims and liabilities relating to the foregoing matters, except, subject . The provisions of this Section 6.2 shall survive the Closing and delivery of the Deeds to the terms of set forth in Section 6.3 below, for claims and liabilities arising from or in any way connected with the fraud or misrepresentation of SellerPurchaser.

AS-IS. Except for as otherwise expressly set forth in Seller's Representations, Representations or in any closing documents executed by ▇▇▇▇▇▇ (and subject to the rights and remedies of Purchaser under this Contract in connection therewith): 6.2.1 Each Property is expressly purchased and sold "“AS IS," "” “WHERE IS," ” and "“WITH ALL FAULTS." ” 6.2.2 The Allocated Purchase Price for each Property and the terms and conditions set forth herein are the result of arm's-length bargaining between entities familiar with transactions of this kind, and said price, terms and conditions reflect the fact that Purchaser shall have the benefit of, and, except for Seller’s Representations, but is not relying upon, any information provided by Seller Sellers or Broker or statements, representations or warranties, express or implied, made by or enforceable directly against Seller Sellers or Broker, including, without limitation, any relating to the value of the any Property, the physical or environmental condition of the any Property, any state, federal, county or local law, ordinance, order or permit; or the suitability, compliance or lack of compliance of the any Property with any regulation, or any other attribute or matter of or relating to the any Property (other than any covenants of title contained in the Deed conveying the Property and Seller's RepresentationsRepresentations with respect to such Property). Purchaser agrees that Seller shall not be responsible or liable to Purchaser for any defects. 6.2.3 To the fullest extent permitted by law, errors or omissions, or on account of any conditions affecting the Property. Purchaser, its successors and assigns, and anyone claiming by, through or under Purchaser, hereby fully releases each of Seller's 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 against any of Seller's Indemnified Parties with respect to any and all Losses arising from or related to any defects, errors, omissions in the Materials or other conditions affecting the Property except, subject to the terms of set forth in Section 6.3 below, for claims or causes of action arising from the fraud or misrepresentation of Seller. Properties. 6.2.4 Purchaser represents and warrants that, as of the date hereof and as of the Closing Date, that it has and shall have reviewed and conducted such independent analyses, studies (including, without limitation, environmental studies and analyses concerning the presence of lead, asbestos, water intrusion and/or fungal growth and any resulting damage, PCBs and radon in and about the PropertyProperties), reports, investigations and inspections as it deems appropriate in connection with the PropertyProperties. If Seller provides Sellers provide or has have provided any documents, summaries, opinions or work product of consultants, surveyors, architects, engineers, title companies, governmental authorities or any other person or entity with respect to the PropertyProperties, including, without limitation, the offering prepared by Broker, Purchaser and Seller Sellers agree that Seller has Sellers have done so or shall do so only for the convenience of both the parties, subject to Seller’s Representations, Purchaser shall not rely thereon and the reliance by Purchaser upon any such documents, summaries, opinions or work product shall not create or give rise to any liability of or against Seller's Indemnified Parties. Purchaser acknowledges and agrees that, except for Seller’s Representations, that no representation has been made and no responsibility is assumed by Seller Sellers with respect to current and future applicable zoning or building code requirements or the compliance of the Property Properties with any other laws, rules, ordinances or regulations, the financial earning capacity or expense history of the PropertyProperties, the continuation of contracts, continued occupancy levels of the PropertyProperties, or any part thereof, or the continued occupancy by tenants of any Leases or, without limiting any of the foregoing, occupancy at Closing. Prior . 6.2.5 To the fullest extent permitted by law, Purchaser waives its right to Closingrecover from, Seller shall have the right, but not the obligation, to enforce its rights against any and all Property occupants, guests or tenants. Purchaser agrees that the departure or removal, prior to Closing, forever releases and discharges Seller’s Indemnified Parties of any of such guests, occupants or tenants 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 Contract in any manner whatsoever; and Purchaser shall close title and accept delivery of the Deed with or without such tenants in possession and without any allowance or reduction in the Purchase Price under this Contract. Purchaser hereby releases each Seller from any and all claims and liabilities relating to the foregoing matters, except, subject to the terms Losses that may arise on account of set forth in Section 6.3 below, for claims and liabilities arising from or in any way be connected with each Property, the fraud physical condition thereof, or misrepresentation any Environmental Laws. As used herein “Environmental Laws” means all federal, state and local laws, ordinances or regulation applicable thereto relating to or regulating human health or safety or environmental conditions, or protection of the environment, or pollution or contamination of the air, soil, surface water or groundwater (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, Purchaser, upon Closing, shall be deemed to have waived, relinquished and released Sellers and all other Seller’s Indemnified Parties from any and all Losses, 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 each Property. As part of the provisions of this Section 6.2.5, but not as a limitation thereon, Purchaser hereby agrees, represents and warrants that the matters released herein are not limited to matters which are known or disclosed, and Purchaser hereby waives any and all rights and benefits which it now has, or in the future may have conferred upon it regarding the matters set forth in the foregoing sentences of this paragraph, by virtue of the provisions of Environmental Laws. Purchaser agrees that should any cleanup, remediation or removal of hazardous substances or other environmental conditions on or about the Properties or any portion thereof be required after the date of Closing, such clean-up, removal or remediation shall not be the responsibility of Seller. Nothing in this Section 6.2 shall be intended to prohibit Purchaser from raising a defense to any claims brought by any third-party that it was not the owner of the Properties at the time a violation of applicable law occurred or an environmental condition first came into existence.

AS-IS. Except for as otherwise expressly set forth in Seller's ’s Representations, the : The Property is expressly purchased and sold "“AS IS," "” “WHERE IS," ” and "“WITH ALL FAULTS." ” 6.2.1 The Purchase Price and the terms and conditions set forth herein are the result of arm'sarm’s-length bargaining between entities familiar with transactions of this kind, and said price, terms and conditions reflect the fact that Purchaser shall have the benefit of, and, except for Seller’s Representations, but is not relying upon, any information provided by Seller or Broker or statements, representations or warranties, express or implied, made by or enforceable directly against Seller or Broker, including, without limitation, any relating to the value of the Property, the physical or environmental condition of the Property, any state, federal, county or local law, ordinance, order or permit; or the suitability, compliance or lack of compliance of the Property with any regulation, or any other attribute or matter of or relating to the Property (other than any covenants of title contained in the Deed conveying the Property and Seller's ’s Representations). Purchaser agrees that Seller shall not be responsible or liable to Purchaser for any defects, errors or omissionsomissions in the Materials, or on account of any conditions affecting the Property. . 6.2.2 Purchaser, its successors and assigns, and anyone claiming by, through or under Purchaser, hereby fully releases Seller's ’s 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 against Seller's ’s Indemnified Parties with respect to any and all Losses arising from or related to any defects, errors, omissions in the Materials or other conditions affecting the Property except, subject to the terms of set forth in Section 6.3 below, for claims or causes of action arising from the fraud or misrepresentation of Seller. Property. 6.2.3 Purchaser represents and warrants that, as of the date hereof and as of the Closing Date, it has and or shall have reviewed and conducted such independent analyses, studies (including, without limitation, environmental studies and analyses concerning the presence of lead, asbestos, water intrusion and/or fungal growth and any resulting damage, PCBs and radon in and about the Property), reports, investigations and inspections as if and to the extent it deems appropriate in connection with the Property. If Seller provides or has provided any documents, summaries, opinions or work product of consultants, surveyors, architects, engineers, title companies, governmental authorities or any other person or entity with respect to the Property, including, without limitation, the offering prepared by Broker, Purchaser and Seller agree that Seller has done so or shall do so only for the convenience of both parties, subject to Seller’s Representations, Purchaser shall not rely thereon and the reliance by Purchaser upon any such documents, summaries, opinions or work product shall not create or give rise to any liability of or against Seller's ’s Indemnified Parties. Purchaser acknowledges and agrees that, except for Seller’s Representations, that no representation has been made and no responsibility is assumed by Seller with respect to current and future applicable zoning or building code requirements or the compliance of the Property with any other laws, rules, ordinances or regulations, the financial earning capacity or expense history of the Property, the continuation of contracts, continued occupancy levels of the Property, or any part thereof, or the continued occupancy by tenants of any Leases or, without limiting any of the foregoing, occupancy at Closing. . 6.2.4 Prior to Closing, Seller Seller, at its sole cost and expense, shall have the right, but not the obligation, to enforce its rights against any and all Property occupants, guests or tenants. Purchaser agrees that the departure or removal, prior to Closing, of any of such guests, occupants or tenants 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 Contract in any manner whatsoever; and Purchaser shall close title and accept delivery of the Deed with or without such tenants in possession and without any allowance or reduction in the Purchase Price under this Contract. . 6.2.5 Purchaser hereby releases Seller from any and all claims and liabilities relating to the foregoing matters, except, subject to the terms of matters set forth in Section 6.3 below, for claims and liabilities arising from or in any way connected with the fraud or misrepresentation of Sellerthis Section.

AS-IS. Except for as otherwise expressly set forth in Seller's Representations, the : 6.2.1 The Property is expressly purchased and sold "AS IS," "WHERE IS," and "WITH ALL FAULTS." " 6.2.2 The Purchase Price and the terms and conditions set forth herein are the result of arm's-length bargaining between entities familiar with transactions of this kind, and said price, terms and conditions reflect the fact that Purchaser shall have the benefit of, and, except for Seller’s Representations, but is not relying upon, any information provided by Seller or Broker or statements, representations or warranties, express or implied, made by or enforceable directly against Seller or Broker, including, without limitation, any relating to the value of the Property, the physical or environmental condition of the Property, any state, federal, county or local law, ordinance, order or permit; or the suitability, compliance or lack of compliance of the Property with any regulation, or any other attribute or matter of or relating to the Property (other than any covenants of title contained in the Deed conveying the Property and Seller's Representations). Purchaser agrees that Seller shall not be responsible or liable to Purchaser for any defects, errors or omissionsomissions in the Materials, or on account of any conditions affecting the Property. . 6.2.3 Purchaser, its successors and assigns, and anyone claiming by, through or under Purchaser, hereby fully releases Seller's 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 against Seller's Indemnified Parties with respect to any and all Losses arising from or related to any defects, errors, omissions in the Materials or other conditions affecting the Property except, subject to the terms of set forth in Section 6.3 below, for claims or causes of action arising from the fraud or misrepresentation of Seller. Property. 6.2.4 Purchaser represents and warrants that, as of the date hereof and as of the Closing Date, it has and shall have reviewed and conducted such independent analyses, studies (including, without limitation, environmental studies and analyses concerning the presence of lead, asbestos, water intrusion and/or fungal growth and any resulting damage, PCBs and radon in and about the Property), reports, investigations and inspections as it deems appropriate in connection with the Property. If Seller provides or has provided any documents, summaries, opinions or work product of consultants, surveyors, architects, engineers, title companies, governmental authorities or any other person or entity with respect to the Property, including, without limitation, the offering prepared by Broker, Purchaser and Seller agree that Seller has done so or shall do so only for the convenience of both parties, subject to Seller’s Representations, Purchaser shall not rely thereon and the reliance by Purchaser upon any such documents, summaries, opinions or work product shall not create or give rise to any liability of or against Seller's Indemnified Parties. Purchaser acknowledges and agrees that, except for Seller’s Representations, that no representation has been made and no responsibility is assumed by Seller with respect to current and future applicable zoning or building code requirements or the compliance of the Property with any other laws, rules, ordinances or regulations, the financial earning capacity or expense history of the Property, the continuation of contracts, continued occupancy levels of the Property, or any part thereof, or the continued occupancy by tenants of any Leases or, without limiting any of the foregoing, occupancy at Closing. . 6.2.5 Prior to Closing, Seller shall have the right, but not the obligation, to enforce its rights against any and all Property occupants, guests or tenants. Purchaser agrees that the departure or removal, prior to Closing, of any of such guests, occupants or tenants 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 Contract in any manner whatsoever; and Purchaser shall close title and accept delivery of the Deed with or without such tenants in possession and without any allowance or reduction in the Purchase Price under this Contract. . 6.2.6 Except for Seller's fraud, Purchaser hereby releases Seller from any and all claims and liabilities relating to the foregoing matters, except, subject to the terms of matters set forth in Section 6.3 below, for claims and liabilities arising from or in any way connected with the fraud or misrepresentation of Sellerthis Section.

AS-IS. Except for Seller's Representations, the each Property is expressly purchased and sold "AS IS," "WHERE IS," and "WITH ALL FAULTS." The Purchase Price for each Property and the terms and conditions set forth herein are the result of arm's-length bargaining between entities familiar with transactions of this kind, and said price, terms and conditions reflect the fact that Purchaser shall have the benefit of, and, except for Seller’s Representations, and is not relying upon, any information provided by Seller Sellers or Broker or statements, representations or warranties, express or implied, made by or enforceable directly against Seller Sellers or Broker, including, without limitation, any relating to the value of the any Property, the physical or environmental condition of the any Property, any state, federal, county or local law, ordinance, order or permit; or the suitability, compliance or lack of compliance of the any Property with any regulation, or any other attribute or matter of or relating to the any Property (other than any covenants of title contained in the Deed conveying the a Property and Seller's RepresentationsRepresentations with respect to such Property). Purchaser agrees that Seller Sellers shall not be responsible or liable to Purchaser for any defects, errors or omissions, or on account of any conditions affecting the PropertyProperties. Purchaser, its successors and assigns, and anyone claiming by, through or under Purchaser, hereby fully releases each of Seller's 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 against any of Seller's Indemnified Parties with respect to any and all Losses arising from or related to any defects, errors, omissions or other conditions affecting the Property except, subject to the terms of set forth in Section 6.3 below, for claims or causes of action arising from the fraud or misrepresentation of SellerProperties. Purchaser represents and warrants that, as of the date hereof and as of the Closing Date, it has and shall have reviewed and conducted such independent analyses, studies (including, without limitation, environmental studies and analyses concerning the presence of lead, asbestos, water intrusion and/or fungal growth and any resulting damage, PCBs and radon in and about the PropertyProperties), reports, investigations and inspections as it deems appropriate in connection with the PropertyProperties. If Seller provides Sellers provide or has have provided any documents, summaries, opinions or work product of consultants, surveyors, architects, engineers, title companies, governmental authorities or any other person or entity with respect to the PropertyProperties, including, without limitation, the offering prepared by Broker, Purchaser and Seller Sellers agree that Seller has Sellers have done so or shall do so only for the convenience of both the parties, subject to Seller’s Representations, Purchaser shall not rely thereon and the reliance by Purchaser upon any such documents, summaries, opinions or work product shall not create or give rise to any liability of or against any of Seller's Indemnified Parties. Purchaser acknowledges and agrees that, except for Seller’s Representations, that no representation has been made and no responsibility is assumed by Seller Sellers with respect to current and future applicable zoning or building code requirements or the compliance of the Property Properties with any other laws, rules, ordinances or regulations, the financial earning capacity or expense history of the PropertyProperties, the continuation of contracts, continued occupancy levels of the PropertyProperties, or any part thereof, or the continued occupancy by tenants of any Leases or, without limiting any of the foregoing, occupancy at Closing. Prior to Closing, each Seller shall have the right, but not the obligation, to enforce its rights against any and all of its Property occupants, guests or tenants. Purchaser agrees that the departure or removal, prior to Closing, of any of such guests, occupants or tenants 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 Contract in any manner whatsoever; and Purchaser shall close title and accept delivery of the applicable Deed with or without such tenants in possession and without any allowance or reduction in the applicable Purchase Price under this Contract. Purchaser hereby releases Seller Sellers from any and all claims and liabilities relating to the foregoing matters, except, subject to the terms of set forth in Section 6.3 below, for claims and liabilities arising from or in any way connected with the fraud or misrepresentation of Seller.

AS-IS. Except for Seller's ’s Representations, the Property is expressly purchased and sold "“AS IS," "” “WHERE IS," ” and "“WITH ALL FAULTS." ” The Purchase Price for the Property and the terms and conditions set forth herein are the result of arm'sarm’s-length bargaining between entities familiar with transactions of this kind, and said price, terms and conditions reflect the fact that Purchaser shall have the benefit of, and, except for Seller’s Representations, and is not relying upon, any information provided by Seller or Broker or statements, representations or warranties, express or implied, made by or enforceable directly against Seller or Broker, including, without limitation, any relating to the value of the Property, the physical or environmental condition of the Property, any state, federal, county or local law, ordinance, order or permit; or the suitability, compliance or lack of compliance of the Property with any regulation, or any other attribute or matter of or relating to the Property (other than any covenants of title contained in the Deed conveying the Property and Seller's Representations’s Representations with respect to the Property). Purchaser agrees that Seller shall not be responsible or liable to Purchaser for any defects, errors or omissions, or on account of any conditions affecting the Property. Purchaser, its successors and assigns, and anyone claiming by, through or under Purchaser, hereby fully releases each of Seller's ’s 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 against Seller's ’s Indemnified Parties with respect to any and all Losses arising from or related to any defects, errors, omissions or other conditions affecting the Property except, subject to the terms of set forth in Section 6.3 below, for claims or causes of action arising from the fraud or misrepresentation of SellerProperty. Purchaser represents and warrants that, as of the date hereof and as of the Closing Date, it has and shall have reviewed and conducted such independent analyses, studies (including, without limitation, environmental studies and analyses concerning the presence of lead, asbestos, water intrusion and/or fungal growth and any resulting damage, PCBs and radon in and about the Property), reports, investigations and inspections as it deems appropriate in connection with the Property. If Seller provides provide or has have provided any documents, summaries, opinions or work product of consultants, surveyors, architects, engineers, title companies, governmental authorities or any other person or entity with respect to the Property, including, without limitation, the offering prepared by Broker, Purchaser and Seller agree that Seller has have done so or shall do so only for the convenience of both the parties, subject to Seller’s Representations, Purchaser shall not rely thereon and the reliance by Purchaser upon any such documents, summaries, opinions or work product shall not create or give rise to any liability of or against Seller's ’s Indemnified Parties. Purchaser shall rely only upon any title insurance obtained by Purchaser with respect to title to the Property. Purchaser acknowledges and agrees that, except for Seller’s Representations, that no representation has been made and no responsibility is assumed by Seller with respect to current and future applicable zoning or building code requirements or the compliance of the Property with any other laws, rules, ordinances or regulations, the financial earning capacity or expense history of the Property, the continuation of contracts, continued occupancy levels of the Property, or any part thereof, or the continued occupancy by tenants of any Leases or, without limiting any of the foregoing, occupancy at Closing. Prior to Closing, Seller shall have the right, but not the obligation, to enforce its rights against any and all of the Property occupants, guests or tenants. Purchaser agrees that the departure or removal, prior to Closing, of any of such guests, occupants or tenants 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 Contract in any manner whatsoever; and Purchaser shall close title and accept delivery of the Deed with or without such tenants in possession and without any allowance or reduction in the Purchase Price under this Contract. Purchaser hereby releases Seller from any and all claims and liabilities relating to the foregoing matters. The provisions of this Section 6.2 shall survive the Closing and delivery of the Deed to Purchaser. Notwithstanding the foregoing, except, subject to the terms of nothing in this Section 6.2 shall limit or impair Seller’s Representations or Seller’s covenants set forth in Section 6.3 below, for claims and liabilities arising from or in any way connected with the fraud or misrepresentation of Sellerthis Contract.

AS-IS. Except for Seller's ’s Representations, the Property is expressly purchased and sold "“AS IS," "” “WHERE IS," ” and "“WITH ALL FAULTS." ” The Purchase Price and the terms and conditions set forth herein are the result of arm'sarm’s-length bargaining between entities familiar with transactions of this kind, and said price, terms and conditions reflect the fact that Purchaser shall have the benefit of, and, except for Seller’s Representations, and is not relying upon, any information provided by Seller or Broker or statements, representations or warranties, express or implied, made by or enforceable directly against Seller or BrokerBroker other than the Seller’s Representations, including, without limitation, any relating to the value of the Property, the physical or environmental condition of the Property, any state, federal, county or local law, ordinance, order or permit; or the suitability, compliance or lack of compliance of the Property with any regulation, or any other attribute or matter of or relating to the Property (other than any covenants of title contained in the Deed conveying the Property and Seller's ’s Representations). Purchaser agrees that Seller shall not be responsible or liable to Purchaser for any defects, errors or omissions, or on account of any conditions affecting the Property. Purchaser, its successors and assigns, and anyone claiming by, through or under Purchaser, hereby fully releases Seller's ’s 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 against Seller's ’s Indemnified Parties with respect to any and all Losses arising from or related to any defects, errors, omissions or other conditions affecting the Property except, subject to the terms of set forth in Section 6.3 below, for claims or causes of action arising from the fraud or misrepresentation of SellerProperty. Purchaser represents and warrants that, as of the date hereof and as of the Closing Date, it has and shall have reviewed and conducted such independent analyses, studies (including, without limitation, environmental studies and analyses concerning the presence of lead, asbestos, water intrusion and/or fungal growth and any resulting damage, PCBs and radon in and about the Property), reports, investigations and inspections as it deems appropriate in connection with the Property. If Seller provides or has provided any documents, summaries, opinions or work product of consultants, surveyors, architects, engineers, title companies, governmental authorities or any other person or entity with respect to the Property, including, without limitation, the offering prepared by Broker, Purchaser and Seller agree that Seller has done so or shall do so only for the convenience of both parties, subject to Seller’s Representations, Purchaser shall not rely thereon and the reliance by Purchaser upon any such documents, summaries, opinions or work product shall not create or give rise to any liability of or against Seller's ’s Indemnified Parties. Except as expressly provided in the Seller’s Representations, Purchaser acknowledges and agrees that, except for Seller’s Representations, that no representation has been made and no responsibility is assumed by Seller with respect to current and future applicable zoning or building code requirements or the compliance of the Property with any other laws, rules, ordinances or regulations, the financial earning capacity or expense history of the Property, the continuation of contracts, continued occupancy levels of the Property, or any part thereof, or the continued occupancy by tenants of any Leases or, without limiting any of the foregoing, occupancy at Closing. Prior to Closing, Seller shall have the right, but not the obligation, to enforce its rights against any and all Property occupants, guests or tenants. Purchaser agrees that the departure or removal, prior to Closing, of any of such guests, occupants or tenants 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 Contract in any manner whatsoever; and Purchaser shall close title and accept delivery of the Deed with or without such tenants in possession and without any allowance or reduction in the Purchase Price under this Contract. Purchaser hereby releases Seller from any and all claims and liabilities relating to the foregoing matters, except, subject to the terms of set forth in Section 6.3 below, for claims and liabilities arising from or in any way connected with the fraud or misrepresentation of Seller.

AS-IS. Except for the Express Representations and Seller's Representations’s performance of its obligations under this Contract, Purchaser acknowledges and agrees that it is purchasing the Property is expressly purchased based on its own inspection and sold "examination thereof, and Seller shall sell and convey to Purchaser and Purchaser shall accept the property on an “AS IS," ", WHERE IS," and ", WITH ALL FAULTS." The Purchase Price , LIABILITIES, AND DEFECTS, LATENT OR OTHERWISE, KNOWN OR UNKNOWN” basis in an “AS IS” physical condition and the terms and conditions set forth herein are the result in an “AS IS” state of arm's-length bargaining between entities familiar with transactions of this kind, and said price, terms and conditions reflect the fact that Purchaser shall have the benefit of, and, except for Seller’s Representations, is not relying upon, any information provided by Seller or Broker or statements, representations or warranties, express or implied, made by or enforceable directly against Seller or Broker, including, without limitation, any relating to the value of the Property, the physical or environmental condition of the Property, any state, federal, county or local law, ordinance, order or permit; or the suitability, compliance or lack of compliance of the Property with any regulation, or any other attribute or matter of or relating to the Property repair (other than any covenants of title contained in the Deed conveying the Property and Seller's Representations). Purchaser agrees that Seller shall not be responsible or liable to Purchaser for any defects, errors or omissions, or on account of any conditions affecting the Property. Purchaser, its successors and assigns, and anyone claiming by, through or under Purchaser, hereby fully releases Seller's 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 against Seller's Indemnified Parties with respect to any and all Losses arising from or related to any defects, errors, omissions or other conditions affecting the Property except, subject to the terms of Finished Lot Improvements obligation set forth in Section 6.3 belowthis Contract). Except for, for claims and subject to, the Express Representations, to the extent not prohibited by law the Purchaser hereby waives, and Seller disclaims all warranties of any type or causes of action arising from the fraud or misrepresentation of Seller. Purchaser represents and warrants that, as of the date hereof and as of the Closing Date, it has and shall have reviewed and conducted such independent analyses, studies (including, without limitation, environmental studies and analyses concerning the presence of lead, asbestos, water intrusion and/or fungal growth and any resulting damage, PCBs and radon in and about the Property), reports, investigations and inspections as it deems appropriate in connection with the Property. If Seller provides or has provided any documents, summaries, opinions or work product of consultants, surveyors, architects, engineers, title companies, governmental authorities or any other person or entity kind whatsoever with respect to the Property, whether express or implied, direct or indirect, oral or written, including, without by way of description, but not limitation, those of habitability, fitness for a particular purpose, and use. Without limiting the offering prepared by Brokergenerality of the foregoing, Purchaser and Seller agree that Seller has done so or shall do so only for the convenience of both parties, subject to Seller’s Representations, Purchaser shall not rely thereon and the reliance by Purchaser upon any such documents, summaries, opinions or work product shall not create or give rise to any liability of or against Seller's Indemnified Parties. Purchaser expressly acknowledges and agrees that, except for Seller’s the Express Representations, Seller makes no representation has been made representations or warranties concerning, and no responsibility is assumed by Seller with respect hereby expressly disclaims any representations or warranties concerning the following: (i) The value, nature, quality or condition of the Property; (ii) Any restrictions related to current and future applicable zoning or building code requirements or development of the compliance Property; (iii) The applicability of any governmental requirements; (iv) The suitability of the Property with 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 Section 10; (vi) Compliance of the Property or any operation thereon with the laws, rules, regulations or ordinances of any applicable governmental body; or regulations(vii) The presence or absence of, or the financial earning capacity potential adverse health, economic or expense history 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 vicinity of the Property. EXCEPT FOR CLAIMS ARISING FROM OR AS A RESULT OF FRAUD OR OTHER WILLFUL MISCONDUCT OF ANY SELLER PARTY AND EXCEPT FOR THE REPRESENTATIONS, the continuation WARRANTIES 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, 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 (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 (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. The release and waiver set forth in this paragraph shall not apply to any cost, loss, liability, damage, expense, demand, action or cause of contracts, continued occupancy levels of the Property, action arising from or any part thereof, related to (i) fraud or the continued occupancy by tenants other willful misconduct of any Leases orSeller Party or (ii) any claims against contractors or subcontractors for construction defects in the Finished Lot Improvements; provided, without limiting 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, any of the foregoinglitigation, occupancy at Closing. Prior to Closing, Seller then Purchaser shall have the right, but not right to seek relief from the obligation, to enforce its rights against any and all Property occupants, guests or tenants. Purchaser agrees that the departure or removal, prior to Closing, of any of such guests, occupants or tenants 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 Contract in any manner whatsoever; and Purchaser shall close title and accept delivery of the Deed with or without such tenants in possession and without any allowance or reduction in the Purchase Price under this Contract. Purchaser hereby releases Seller from any and all claims and liabilities relating to the foregoing matters, except, subject to the terms of set forth in Section 6.3 below, for claims and liabilities arising from or in any way connected with the fraud or misrepresentation of SellerParties.

AS-IS. Except for as otherwise expressly set forth in Seller's ’s Representations, the : 6.2.1 The Property is expressly purchased and sold "“AS IS," "” “WHERE IS," ” and "“WITH ALL FAULTS." ” 6.2.2 The Purchase Price and the terms and conditions set forth herein are the result of arm'sarm’s-length bargaining between entities familiar with transactions of this kind, and said price, terms and conditions reflect the fact that Purchaser shall have the benefit of, and, except for Seller’s Representations, but is not relying upon, any information provided by Seller or Broker or statements, representations or warranties, express or implied, made by or enforceable directly against Seller or Broker, including, without limitation, any relating to the value of the Property, the physical or environmental condition of the Property, any state, federal, county or local law, ordinance, order or permit; or the suitability, compliance or lack of compliance of the Property with any regulation, or any other attribute or matter of or relating to the Property (other than any covenants of title contained in the Deed conveying the Property and Seller's ’s Representations). Purchaser agrees that Seller shall not be responsible or liable to Purchaser for any defects, errors or omissionsomissions in the Materials, or on account of any conditions affecting the Property. . 6.2.3 Except for Seller’s fraud or intentional misrepresentation or a breach by Seller of the representations, warranties and covenants contained in this Contract, Purchaser, its successors and assigns, and anyone claiming by, through or under Purchaser, hereby fully releases Seller's ’s 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 against Seller's ’s Indemnified Parties with respect to any and all Losses arising from or related to any defects, errors, omissions in the Materials or other conditions affecting the Property except, subject to the terms of set forth in Section 6.3 below, for claims or causes of action arising from the fraud or misrepresentation of Seller. Property. 6.2.4 Purchaser represents and warrants that, as of the date hereof and as of the Closing Date, it has and shall have reviewed and conducted such independent analyses, studies (including, without limitation, environmental studies and analyses concerning the presence of lead, asbestos, water intrusion and/or fungal growth and any resulting damage, PCBs and radon in and about the Property), reports, investigations and inspections as it deems appropriate in connection with the Property. If Seller provides or has provided any documents, summaries, opinions or work product of consultants, surveyors, architects, engineers, title companies, governmental authorities or any other person or entity with respect to the Property, including, without limitation, the offering prepared by Broker, Purchaser and Seller agree that Seller has done so or shall do so only for the convenience of both parties, subject to Seller’s Representations, Purchaser shall not rely thereon and the reliance by Purchaser upon any such documents, summaries, opinions or work product shall not create or give rise to any liability of or against Seller's ’s Indemnified Parties. Purchaser acknowledges and agrees that, except for Seller’s Representations, that no representation has been made and no responsibility is assumed by Seller with respect to current and future applicable zoning or building code requirements or the compliance of the Property with any other laws, rules, ordinances or regulations, the financial earning capacity or expense history of the Property, the continuation of contracts, continued occupancy levels of the Property, or any part thereof, or the continued occupancy by tenants of any Leases or, without limiting any of the foregoing, occupancy at Closing. . 6.2.5 Prior to Closing, Seller shall have the right, but not the obligation, to enforce its rights against any and all Property occupants, guests or tenants. Purchaser agrees that the departure or removal, prior to Closing, of any of such guests, occupants or tenants 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 Contract in any manner whatsoever; and Purchaser shall close title and accept delivery of the Deed with or without such tenants in possession and without any allowance or reduction in the Purchase Price under this Contract. . 6.2.6 Purchaser hereby releases Seller from any and all claims and liabilities relating to the foregoing matters, except, subject to the terms of matters set forth in Section 6.3 below, for claims and liabilities arising from or in any way connected with the fraud or misrepresentation of Sellerthis Section.

AS-IS. Except for Seller's Representations6.2.1 PURCHASER ACKNOWLEDGES AND AGREES, the Property is expressly purchased and sold "AS A MATERIAL INDUCEMENT TO THE SELLER’S EXECUTION AND DELIVERY OF THIS AGREEMENT, THAT, EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, THE PROPERTY IS BEING PURCHASED AND SOLD “AS IS," "” “WHERE IS," and "” AND “WITH ALL FAULTS." ” 6.2.2 The Purchase Price and the terms and conditions set forth herein are the result of arm'sarm’s-length bargaining between entities familiar with transactions of this kind, and said the price, terms and conditions set forth in this Agreement reflect the fact that (except as otherwise expressly set forth in this Agreement) Purchaser shall have the benefit of, and, except for Seller’s Representations, is not relying upon, upon any information provided by (or by any Person on behalf of) Seller or Broker or statements, representations or warranties, express or implied, made by (or enforceable directly against Seller or Brokerby any Person on behalf of) Seller, including, without limitation, any relating to the value of the Property, the physical or environmental condition of the Property, any state, federal, county or local law, ordinance, order or permit; , or the suitability, compliance or lack of compliance of the Property with any regulation, or any other attribute of or matter of or relating to the Property (other than any covenants of title contained Property. Except as otherwise expressly set forth in the Deed conveying the Property and Seller's Representations). Purchaser this Agreement, ▇▇▇▇▇▇▇▇▇ agrees that Seller shall not be responsible or liable to Purchaser (a) for any defects, errors or omissions, omissions in the Due Diligence Materials or (b) on account of any conditions affecting the Property. Purchaser, its successors and assigns, and anyone claiming by, through or under Purchaser, hereby fully releases Seller's 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 against Seller's Indemnified Parties with respect to any and all Losses arising from or related to any defects, errors, omissions or other conditions affecting the Property except, subject to the terms of set forth in Section 6.3 below, for claims or causes of action arising from the fraud or misrepresentation of Seller. Purchaser represents and warrants that, as of the date hereof and as of the Closing Date, it has and shall have reviewed and conducted such independent analyses, studies (including, without limitation, environmental studies and analyses concerning the presence of lead, asbestos, water intrusion and/or fungal growth and any resulting damage, PCBs and radon in and about the Property), reports, investigations and inspections as it deems appropriate in connection with the Property. If Seller provides or has provided any documents, summaries, opinions or work product of consultants, surveyors, architects, engineers, title companies, governmental authorities or any other person or entity with respect to the Property, including, without limitation, the offering prepared by Broker, Purchaser and Seller agree that Seller has done so or shall do so only for the convenience of both parties, subject to Seller’s Representations, Purchaser shall not rely thereon and the reliance by Purchaser upon any such documents, summaries, opinions or work product shall not create or give rise to any liability of or against Seller's Indemnified Parties. . 6.2.3 Purchaser acknowledges and agrees that, except for Seller’s Representationsas otherwise expressly set forth in this Agreement, no representation has been made made, and no responsibility is assumed assumed, by Seller with respect to current and future applicable zoning or building code requirements or the compliance of the Property with any other laws, rules, ordinances or regulations, the financial earning capacity or expense history of the Property, the continuation of contracts, continued occupancy levels of the Property, Property or any part thereof, thereof or the continued occupancy of the Property at Closing. 6.2.4 Purchaser agrees and acknowledges that, except as expressly set forth in the Seller’s Representations, Seller makes no representations or warranties with respect to the Property (or any portion thereof), the operation, management and/or leasing of the Property or concerning any statements made or information delivered or made available to Purchaser (whether by tenants Seller, any of its Affiliates or any Leases oragents, without limiting representatives, consultants or advisors of any of the foregoing, occupancy or any other Person) with respect to the Property (or any portion thereof) or the business of Seller, and all such representations and warranties are hereby expressly excluded and disclaimed. Purchaser further acknowledges and agrees that all materials, data and information delivered by Seller to Purchaser in connection with the transaction contemplated hereby are provided to Purchaser as a convenience only and that any reliance on or use of such materials, data or information by Purchaser shall be at Closingthe sole risk of Purchaser, except as otherwise expressly stated herein. Prior Except as otherwise expressly provided herein, without limiting the generality of the foregoing provisions, Purchaser acknowledges and agrees that (a) any environmental or other report with respect to Closingthe Property which is delivered by Seller to Purchaser shall be for general informational purposes only, (b) Purchaser shall not have any right to rely on any such report delivered by Seller to Purchaser (unless the environmental consultant subsequently provides a reliance letter to Purchaser, but in no event shall Seller have any liability to Purchaser arising out of said reliance letter), but rather will rely on its own inspections and investigations of the Property and any reports commissioned by Purchaser with respect thereto, and (c) neither Seller nor any Affiliate of Seller shall have the right, but not the obligation, any liability to enforce its rights against Purchaser for any and all Property occupants, guests inaccuracy in or tenants. Purchaser agrees that the departure or removal, prior to Closing, of any of such guests, occupants or tenants 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 Contract in any manner whatsoever; and Purchaser shall close title and accept delivery of the Deed with or without such tenants in possession and without any allowance or reduction in the Purchase Price under this Contract. Purchaser hereby releases Seller omission from any and all claims and liabilities relating to the foregoing matters, except, subject to the terms of set forth in Section 6.3 below, for claims and liabilities arising from or in any way connected with the fraud or misrepresentation of Sellersuch report.

AS-IS. Except as otherwise provided for Seller's Representationsin this Agreement or any other document executed by Seller and delivered at Closing, the Property is expressly purchased and sold "“AS IS," "” “WHERE IS," ” and "“WITH ALL FAULTS." ” The Purchase Price and the terms and conditions set forth herein are the result of arm'sarm’s-length bargaining between entities familiar with transactions of this kind, and said pricethe Purchase Price, terms and conditions reflect the fact that Purchaser shall have the benefit of, and, except for Seller’s Representations, and is not relying upon, any information provided by Seller or Broker or statements, representations or warranties, express or implied, made by or enforceable directly against Seller or BrokerSeller, including, without limitation, any relating to the value of the Property, the physical or environmental condition of the Property, any state, federal, county or local law, ordinance, order or permit; or the suitability, compliance or lack of compliance of the Property with any regulation, or any other attribute or matter of or relating to the Property (Property. Except as otherwise provided for in this Agreement or any other than any covenants of title contained in the Deed conveying the Property document executed by Seller and Seller's Representations). delivered at Closing, Purchaser agrees that Seller shall not be responsible or liable to Purchaser for any defects, errors or omissions, or on account of any conditions affecting the Property. Except as otherwise provided for in this Agreement or any other document executed by Seller and delivered at Closing, Purchaser, its successors and assigns, and anyone claiming by, through or under Purchaser, hereby fully releases Seller's ’s 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 against Seller's ’s Indemnified Parties with respect to any and all Losses arising from or related to any defects, errors, omissions or other conditions affecting the Property except, subject to the terms of set forth in Section 6.3 below, for claims or causes of action arising from the fraud or misrepresentation of SellerProperty. Purchaser represents and warrants that, as of the date hereof and as of the Closing Date, it has and shall have reviewed and conducted such independent analyses, studies (including, without limitation, environmental studies and analyses concerning the presence of lead, asbestos, water intrusion and/or fungal growth and any resulting damage, PCBs and radon in and about the Property), reports, investigations and inspections as it deems appropriate in connection with the Property. If Seller provides or has provided any documents, summaries, opinions or work product of consultants, surveyors, architects, engineers, title companies, governmental authorities or any other person or entity with respect to the Property, including, without limitation, the offering prepared by Broker, Purchaser and Seller agree that Seller has done so or shall do so only for the convenience of both parties, subject to Seller’s Representations, Purchaser shall not rely thereon and the reliance by Purchaser upon any such documents, summaries, opinions or work product shall not create or give rise to any liability of or against Seller's ’s Indemnified PartiesParties except in the event of fraud or intentional misrepresentation. Except as otherwise provided for in this Agreement or any other document executed by Seller and delivered at Closing, Purchaser shall rely only upon any title insurance obtained by Purchaser with respect to title to the Property. Except as otherwise provided for in this Agreement or any other document executed by Seller and delivered at Closing, Purchaser acknowledges and agrees that, except for Seller’s Representations, that no representation has been made and no responsibility is assumed by Seller with respect to current and future applicable zoning or building code requirements or the compliance of the Property with any other laws, rules, ordinances or regulations, the financial earning capacity or expense history of the Property, the continuation of contracts, continued occupancy levels of the Property, or any part thereof, or the continued occupancy by tenants Tenants of any Leases or, without limiting any of the foregoing, occupancy at Closing. Prior to Closing, Seller shall have the right, but not the obligation, to enforce its rights against any and all Property occupants, guests or tenantsTenants. Purchaser agrees that the departure or removal, prior to Closing, of any of such guests, occupants or tenants Tenants 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 Contract Agreement in any manner whatsoever; and Purchaser shall close title and accept delivery of the Deed with or without such tenants Tenants in possession and without any allowance or reduction in the Purchase Price under this ContractAgreement. Purchaser hereby releases Seller Seller’s Indemnified Parties from any and all claims and liabilities relating to the foregoing matters, except, subject to the terms of set forth in Section 6.3 below, for claims and liabilities arising from or in any way connected with the fraud or misrepresentation . Each of Seller’s Indemnified Parties shall be third-party beneficiaries of this Section 6.2. The provisions of this Section 6.2 shall survive the Closing and delivery of the Deed to Purchaser.

AS-IS. Except for as otherwise expressly set forth in Seller's ’s Representations: 6.2.1 PURCHASER ACKNOWLEDGES AND AGREES THAT, the Property is expressly purchased and sold "EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, AND AS A MATERIAL INDUCEMENT TO THE SELLER’S EXECUTION AND DELIVERY OF THIS AGREEMENT, THE PROPERTY IS EXPRESSLY PURCHASED AND SOLD “AS IS," "” “WHERE IS," and "” AND “WITH ALL FAULTS." ” 6.2.2 The Purchase Price and the terms and conditions set forth herein are the result of arm'sarm’s-length bargaining between entities familiar with transactions of this kind, and said the price, terms and conditions set forth in this Agreement reflect the fact that Purchaser shall have the benefit of, and, except for Seller’s Representations, is not relying upon, upon any information provided by Seller or Broker or statements, representations or warranties, express or implied, made by (or enforceable directly against Seller or Brokerby any Person on behalf of) Seller, including, without limitation, any relating to the value of the Property, the physical or environmental condition of the Property, any state, federal, county or local law, ordinance, order or permit; or the suitability, compliance or lack of compliance of the Property with any regulation, or any other attribute or matter of or relating to the Property (other than any covenants of title contained in the Deed Deeds conveying the Property and Seller's ’s Representations). Purchaser agrees that Seller shall not be responsible or liable to Purchaser for any defects, errors or omissionsomissions in the Materials, or on account of any conditions affecting the Property. Property (other than with respect to any covenants of title contained in the Deed conveying the Property and Seller’s Representations). 6.2.3 Except as expressly set forth in the Seller’s Representations and subject to Purchaser’s rights under Article XIII, Purchaser, its successors and assigns, and anyone claiming by, through or under Purchaser, hereby fully releases Seller's 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 against Seller's such Seller Indemnified Parties with respect to any and all Losses Damages arising from or related to any defects, errors, omissions in the Materials or other conditions affecting the Property except, subject to the terms of set forth in Section 6.3 below, for claims or causes of action arising from the fraud or misrepresentation of Seller. Purchaser represents and warrants that, as of the date hereof and as of the Closing Date, it has and shall have reviewed and conducted such independent analyses, studies (including, without limitation, environmental studies and analyses concerning the presence of lead, asbestos, water intrusion and/or fungal growth and any resulting damage, PCBs and radon in and about the Property), reports, investigations and inspections as it deems appropriate in connection with the Property. If Seller provides or has provided any documents, summaries, opinions or work product of consultants, surveyors, architects, engineers, title companies, governmental authorities or any other person or entity with respect to the Property, including, without limitation, the offering prepared by Broker, Purchaser and Seller agree that Seller has done so or shall do so only for the convenience of both parties, subject to Seller’s Representations, Purchaser shall not rely thereon and the reliance by Purchaser upon any such documents, summaries, opinions or work product shall not create or give rise to any liability of or against Seller's Indemnified Parties. . 6.2.4 Purchaser acknowledges and agrees that, except for Seller’s Representations, that no representation has been made and no responsibility is assumed by Seller with respect to current and future applicable zoning or building code requirements or the compliance of the Property with any other laws, rules, ordinances or regulations, the financial earning capacity or expense history future profitability of the Property, the continuation of contracts, continued occupancy levels of the Property, or any part thereof, or the continued occupancy by tenants of any Leases Facility by Residents or any tenant under any Resident Agreements or Commercial Leases, respectively or, without limiting any of the foregoing, occupancy at Closing. Prior to Closing, Seller shall have the right, but not the obligation, to enforce its rights against any and all Property occupants, guests or tenants. . 6.2.5 Purchaser agrees that the departure or removal, prior to Closing, of any of such the guests, occupants or tenants Residents shall not be the basis for, nor shall it give rise to, any claim on the part of Purchaser, nor shall it affect . 6.2.6 Purchaser acknowledges that the obligations of Purchaser under this Contract in any manner whatsoever; and Purchaser shall close title and accept delivery of the Deed with or without such tenants in possession and without any allowance or reduction in the Purchase Price under this Contract. Purchaser hereby releases Seller from any and all claims and liabilities relating to the foregoing matters, except, Property may be subject to the terms federal Americans With Disabilities Act (the “ADA”) and the federal Fair Housing Act (the “FHA”). The ADA requires, among other matters, that Residents and/or owners of “public accommodations” remove barriers in order to make the Property accessible to disabled persons and provide auxiliary aids and services for hearing, vision or speech impaired persons. Except as expressly set forth in Section 6.3 belowthe Seller’s Representations, for claims and liabilities arising from Seller makes no warranty, representation or in guarantee of any way connected type or kind with respect to the Property’s compliance with the fraud ADA or misrepresentation of Sellerthe FHA (or any similar state or local law), and Seller expressly disclaims any such representations.

AS-IS. Except for as otherwise expressly set forth in Seller's Representations, the : 6.2.1 The Property is expressly purchased and sold "AS IS," "WHERE IS," and "WITH ALL FAULTS." " 6.2.2 The Purchase Price and the terms and conditions set forth herein are the result of arm's-length bargaining between entities familiar with transactions of this kind, and said price, terms and conditions reflect the fact that Purchaser shall have the benefit of, and, except for Seller’s Representations, but is not relying upon, any information provided by Seller or Broker or statements, representations or warranties, express or implied, made by or enforceable directly against Seller or Broker, including, without limitation, any relating to the value of the Property, the physical or environmental condition of the Property, any state, federal, county or local law, ordinance, order or permit; or the suitability, compliance or lack of compliance of the Property with any regulation, or any other attribute or matter of or relating to the Property (other than any covenants of title contained in the Deed conveying the Property and Seller's Representations). Purchaser agrees that Seller shall not be responsible or liable to Purchaser for any defects, errors or omissionsomissions in the Materials, or on account of any conditions affecting the Property. . 6.2.3 Purchaser, its successors and assigns, and anyone claiming by, through or under Purchaser, hereby fully releases Seller's 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 against Seller's Indemnified Parties with respect to any and all Losses arising from or related to any defects, errors, omissions in the Materials or other conditions affecting the Property exceptProperty, excluding any claims based on breach of Seller’s Representations (subject to the terms of set forth in Section 6.3 below, for claims or causes of action arising from the fraud or misrepresentation of Seller. this Contract). 6.2.4 Purchaser represents and warrants that, as of the date hereof and as of the Closing Date, it has and shall have reviewed and conducted such independent analyses, studies (including, without limitation, environmental studies and analyses concerning the presence of lead, asbestos, water intrusion and/or fungal growth and any resulting damage, PCBs and radon in and about the Property), reports, investigations and inspections as it deems appropriate in connection with the Property. If Seller provides or has provided any documents, summaries, opinions or work product of consultants, surveyors, architects, engineers, title companies, governmental authorities or any other person or entity with respect to the Property, including, without limitation, the offering prepared by Broker, Purchaser and Seller agree that Seller has done so or shall do so only for the convenience of both parties, subject to Seller’s Representations, Purchaser shall not rely thereon and the reliance by Purchaser upon any such documents, summaries, opinions or work product shall not create or give rise to any liability of or against Seller's Indemnified Parties. Purchaser acknowledges and agrees that, except for Seller’s Representations, that no representation has been made and no responsibility is assumed by Seller with respect to current and future applicable zoning or building code requirements or the compliance of the Property with any other laws, rules, ordinances or regulations, the financial earning capacity or expense history of the Property, the continuation of contracts, continued occupancy levels of the Property, or any part thereof, or the continued occupancy by tenants of any Leases or, without limiting any of the foregoing, occupancy at Closing. . 6.2.5 Prior to Closing, Seller shall have the right, but not the obligation, to enforce its rights against any and all Property occupants, guests or tenants. Purchaser agrees that the departure or removal, prior to Closing, of any of such guests, occupants or tenants 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 Contract in any manner whatsoever; and Purchaser shall close title and accept delivery of the Deed with or without such tenants in possession and without any allowance or reduction in the Purchase Price under this Contract. . 6.2.6 Purchaser hereby releases Seller from any and all claims and liabilities relating to the foregoing matters, except, subject to the terms of matters set forth in Section 6.3 below, for claims and liabilities arising from or in any way connected with the fraud or misrepresentation of Sellerthis Section.

AS-IS. Subject to the Seller’s Representations and the covenants and indemnities of Seller set forth in this Contract, the Interests, through the assignment of the Transferred REIT Interests (UTI) to Purchaser, are being conveyed and transferred to Purchaser in an “AS IS, WHERE IS” condition and “WITH ALL FAULTS” as of the Effective Date and as of Closing. Except for Seller's Representations, the Property is expressly purchased and sold "AS IS," "WHERE IS," and "WITH ALL FAULTS." The Purchase Price ’s Representations and the terms covenants and conditions indemnities of Seller set forth herein in this Contract, no representations or warranties have been made or are the result of arm's-length bargaining between entities familiar with transactions of this kind, made and said price, terms and conditions reflect the fact that Purchaser shall have the benefit of, and, except for Seller’s Representations, no responsibility has been or is not relying upon, any information provided assumed by Seller or Broker the Upper Tier Entities or statementsby any partner, representations officer, person, firm, agent, attorney or warranties, express representative acting or implied, made by or enforceable directly against purporting to act on behalf of Seller or Brokerthe Targets as to (a) the condition or state of repair of the Property; (b) the compliance or non-compliance of the Interests, the Targets or the Property with any applicable laws, regulations or ordinances (including, without limitation, any relating applicable zoning, building or development codes); (c) the value, expense of operation, or income potential of the Interests, Targets or the Property; (d) any other fact or condition which has or might affect the Interests, the Targets or the Property or the condition, state of repair, compliance, value, expense of operation or income potential of the Interests, the Targets, the Property or any portion thereof; or (e) whether the Property contains asbestos or harmful or toxic substances or pertaining to the value 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 Contract and the PropertyExhibits hereto annexed, which alone fully and completely express their agreement, and that this Contract has been entered into after full investigation, or with the physical parties satisfied with the opportunity afforded for full investigation, neither party relying upon any statement or environmental condition of representation by the Property, any state, federal, county other unless such statement or local law, ordinance, order or permit; representation is specifically embodied in this Contract or the suitability, compliance or lack of compliance of the Property with any regulation, or any other attribute or matter of or relating to the Property (other than any covenants of title contained in the Deed conveying the Property and Seller's Representations)Exhibits annexed hereto. Purchaser agrees that Seller shall not be responsible or liable waives its and their respective rights to Purchaser for any defects, errors or omissions, or on account of any conditions affecting the Property. Purchaser, its successors and assigns, and anyone claiming by, through or under Purchaser, hereby fully releases Seller's Indemnified Parties recover from, and irrevocably waives its right to maintain, forever releases and discharges the Seller’s Indemnified Parties from any and all demands, claims and causes of action that it or they may now have or hereafter acquire against Seller's Indemnified Parties with respect to any and all Losses arising from or related to any defects, errors, omissions or other conditions affecting the Property except, subject to the terms of set forth in Section 6.3 below, for claims or causes of action arising from the fraud or misrepresentation of Seller. Purchaser represents and warrants that, as of the date hereof and as of the Closing Date, it has and shall have reviewed and conducted such independent analyses, studies (including, without limitation, environmental studies and analyses concerning the presence causes of lead, asbestos, water intrusion and/or fungal growth and any resulting damage, PCBs and radon action in and about the Propertytort), reportslegal or administrative proceedings, investigations and inspections as it deems appropriate in connection with the Property. If Seller provides losses, liabilities, damages, penalties, fines, liens, judgments, costs or has provided any documents, summaries, opinions or work product of consultants, surveyors, architects, engineers, title companies, governmental authorities or any other person or entity with respect to the Property, expenses whatsoever (including, without limitation, attorneys’ fees and costs), whether direct or indirect, known or unknown, foreseen or unforeseen (collectively, “Claims”), that may arise on account of or in any way be connected with the offering prepared by BrokerInterests, Purchaser the Targets or 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.) (“CERCLA”), 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.)), provided, however, that the foregoing release shall not affect or limit in any way Seller’s obligations hereunder following Closing arising out of a breach of Seller’s Representations or Seller’s covenants and indemnities of Seller agree that Seller has done so set forth in this Contract or shall do so only for Seller’s fraud or intentional material misrepresentation. Without limiting the convenience of both parties, foregoing but subject to Seller’s Representations, covenants and indemnities set forth in this Contract and Seller’s fraud and intentional material misrepresentation, Purchaser, upon Closing, shall be deemed to have waived, relinquished and released Seller and all Seller’s Indemnified Parties from any and all Claims arising out of latent or patent defects or physical conditions of the Property, violations of applicable laws (including, without limitation, any environmental laws) relating to the Property. As part of the provisions of this Section 6.2, but not as a limitation thereon, Purchaser hereby agrees, represents and warrants that the matters released herein are not limited to matters which are known or disclosed, and Purchaser 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, provided however, that the foregoing release shall not rely thereon and the reliance by Purchaser upon affect or limit in any such documents, summaries, opinions or work product shall not create or give rise to any liability way Seller’s obligations hereunder following Closing arising out of or against Seller's Indemnified Parties. Purchaser acknowledges and agrees that, except for a breach of Seller’s Representations, no representation has been made covenants and no responsibility is assumed by Seller with respect to current and future applicable zoning or building code requirements or the compliance of the Property with any other laws, rules, ordinances or regulations, the financial earning capacity or expense history of the Property, the continuation of contracts, continued occupancy levels of the Property, or any part thereof, or the continued occupancy by tenants of any Leases or, without limiting any of the foregoing, occupancy at Closing. Prior to Closing, Seller shall have the right, but not the obligation, to enforce its rights against any and all Property occupants, guests or tenantsindemnities set forth in this Contract. Purchaser agrees that should any cleanup, remediation or removal of hazardous substances or other environmental conditions on or about the departure or removal, prior to Property be required after the date of Closing, of any of such guestsclean-up, occupants removal or tenants remediation shall not be the basis forresponsibility of Seller. Without limiting the foregoing, nor shall it give rise toPurchaser hereby agrees that, if at any time after the Closing, any claim third-party or governmental authority seeks to hold Purchaser or the Targets responsible for the presence of, or any loss, cost or damage associated with, hazardous substances in, on, above or beneath the Property or emanating therefrom, then Purchaser waives on behalf of itself and the part Targets and on behalf of Purchasereach of their respective successors and assigns and each and all of its and their respective direct and indirect members, nor shall it affect officers, directors, employees, parents, affiliates or subsidiaries and each of their respective successors and assigns (collectively the obligations of “Waiver Parties”), any rights Purchaser or any Waiver Party may have against Seller in connection therewith, including under this Contract in any manner whatsoever; CERCLA, and Purchaser shall close title agrees for itself and accept delivery all Waiver Parties that neither Purchaser nor any of the Deed with Waiver Parties shall (1) implead Seller, (2) bring a contribution action or without such tenants in possession and without any allowance similar action against Seller or reduction in the Purchase Price under this Contract. Purchaser hereby releases Seller from any and all claims and liabilities relating to the foregoing matters, except, subject to the terms of set forth in Section 6.3 below, for claims and liabilities arising from or (3) attempt in any way connected to hold Seller responsible with respect to any such matter. The waivers and releases set forth this Section 6.2 include Claims of which Purchaser or any Waiver Party is presently unaware or which Purchaser or any Waiver Party does not presently suspect to exist which, if known by Purchaser or a Waiver Party, would materially affect Purchaser’s and such Waiver Party’s waiver or release of Seller and the fraud or misrepresentation other parties referenced in this Section. The provisions of Sellerthis Section 6.2 shall survive the Closing.

AS-IS. Except for Seller's ’s Representations, the each Property is expressly purchased and sold "“AS IS," "” “WHERE IS," ” and "“WITH ALL FAULTS." ” The Purchase Price for each Property and the terms and conditions set forth herein are the result of arm'sarm’s-length bargaining between entities familiar with transactions of this kind, and said price, terms and conditions reflect the fact that Purchaser shall have the benefit of, and, except for Seller’s Representations, but is not relying upon, any information provided by Seller Sellers or Broker or statements, representations or warranties, express or implied, made by or enforceable directly against Seller Sellers or Broker, including, without limitation, any relating to the value of the any Property, the physical or environmental condition of the any Property, any state, federal, county or local law, ordinance, order or permit; or the suitability, compliance or lack of compliance of the any Property with any regulation, or any other attribute or matter of or relating to the any Property (other than any covenants of title contained in the Deed conveying the a Property and Seller's Representations’s Representations with respect to such Property). Purchaser agrees that Seller Sellers shall not be responsible or liable to Purchaser for any defects, errors or omissions, or on account of any conditions affecting the PropertyProperties. Purchaser, its successors and assigns, and anyone claiming by, through or under Purchaser, hereby fully releases each of Seller's ’s 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 against any of Seller's ’s Indemnified Parties with respect to any and all Losses arising from or related to any defects, errors, omissions or other conditions affecting the Property except, subject to the terms of set forth in Section 6.3 below, for claims or causes of action arising from the fraud or misrepresentation of SellerProperties. Purchaser represents and warrants that, as of the date hereof and as of the Closing Date, it has and shall have reviewed and conducted such independent analyses, studies (including, without limitation, environmental studies and analyses concerning the presence of lead, asbestos, water intrusion and/or fungal growth and any resulting damage, PCBs and radon in and about the PropertyProperties), reports, investigations and inspections as it deems appropriate in connection with the PropertyProperties. If Seller provides Sellers provide or has have provided any documents, summaries, opinions or work product of consultants, surveyors, architects, engineers, title companies, governmental authorities or any other person or entity with respect to the PropertyProperties, including, without limitation, the offering prepared by Broker, Purchaser and Seller Sellers agree that Seller has Sellers have done so or shall do so only for the convenience of both the parties, subject to Seller’s Representations, Purchaser shall not rely thereon and the reliance by Purchaser upon any such documents, summaries, opinions or work product shall not create or give rise to any liability of or against any of Seller's ’s Indemnified Parties. Purchaser acknowledges and agrees that, except for Seller’s Representations, that no representation has been made and no responsibility is assumed by Seller Sellers with respect to current and future applicable zoning or building code requirements or the compliance of the Property Properties with any other laws, rules, ordinances or regulations, the financial earning capacity or expense history of the PropertyProperties, the continuation of contracts, continued occupancy levels of the PropertyProperties, or any part thereof, or the continued occupancy by tenants of any Leases or, without limiting any of the foregoing, occupancy at Closing. Prior to Closing, each Seller shall have the right, but not the obligation, to enforce its rights against any and all of its Property occupants, guests or tenants. Purchaser agrees that the departure or removal, prior to Closing, of any of such guests, occupants or tenants 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 Contract in any manner whatsoever; and Purchaser shall close title and accept delivery of the applicable Deed with or without such tenants in possession and without any allowance or reduction in the applicable Purchase Price under this Contract. Purchaser hereby releases Seller Sellers from any and all claims and liabilities relating to the foregoing matters, except, subject to the terms of set forth in Section 6.3 below, for claims and liabilities arising from or in any way connected with the fraud or misrepresentation of Seller.

AS-IS. Except for as otherwise expressly set forth in Seller's Representations, the : 6.2.1 The Property is expressly purchased and sold "“AS IS," "” “WHERE IS," ” and "“WITH ALL FAULTS." ” 6.2.2 The Purchase Price and the terms and conditions set forth herein are the result of arm's-length bargaining between entities familiar with transactions of this kind, and said price, terms and conditions reflect the fact that Purchaser shall have the benefit of, and, except for Seller’s Representations, but is not relying upon, any information provided by Seller or Broker or statements, representations or warranties, express or implied, made by or enforceable directly against Seller or Broker, including, without limitation, any relating to the value of the Property, the physical or environmental condition of the Property, any state, federal, county or local law, ordinance, order or permit; or the suitability, compliance or lack of compliance of the Property with any regulation, or any other attribute or matter of or relating to the Property (other than any covenants of title contained in the Deed conveying the Property and Seller's Representations). Purchaser agrees that Seller shall not be responsible or liable to Purchaser for any defects, errors or omissionsomissions in the Materials, or on account of any conditions affecting the Property. . 6.2.3 Purchaser, its successors and assigns, and anyone claiming by, through or under Purchaser, hereby fully releases Seller's 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 against Seller's Indemnified Parties with respect to any and all Losses arising from or related to any defects, errors, omissions in the Materials or other conditions affecting the Property except, subject to the terms of set forth in Section 6.3 below, for claims or causes of action arising from the fraud or misrepresentation of Seller. Property. 6.2.4 Purchaser represents and warrants that, as of the date hereof and that as of the Closing Date, it has and shall have reviewed and conducted such independent analyses, studies (including, without limitation, environmental studies and analyses concerning the presence of lead, asbestos, water intrusion and/or fungal growth and any resulting damage, PCBs and radon in and about the Property), reports, investigations and inspections as it deems appropriate in connection with the Property. If Seller provides or has provided any documents, summaries, opinions or work product of consultants, surveyors, architects, engineers, title companies, governmental authorities or any other person or entity with respect to the Property, including, without limitation, the offering prepared by Broker, Purchaser and Seller agree that Seller has done so or shall do so only for the convenience of both parties, subject to Seller’s Representations, Purchaser shall not rely thereon and the reliance by Purchaser upon any such documents, summaries, opinions or work product shall not create or give rise to any liability of or against Seller's Indemnified Parties. Purchaser acknowledges and agrees that, except for Seller’s Representations, that no representation has been made and no responsibility is assumed by Seller with respect to current and future applicable zoning or building code requirements or the compliance of the Property with any other laws, rules, ordinances or regulations, the financial earning capacity or expense history of the Property, the continuation of contracts, continued occupancy levels of the Property, or any part thereof, or the continued occupancy by tenants of any Leases or, without limiting any of the foregoing, occupancy at Closing. . 6.2.5 Prior to Closing, Seller shall have the right, but not the obligation, to enforce its rights against any and all Property occupants, guests or tenants. Purchaser agrees that the departure or removal, prior to Closing, of any of such guests, occupants or tenants 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 Contract in any manner whatsoever; and Purchaser shall close title and accept delivery of the Deed with or without such tenants in possession and without any allowance or reduction in the Purchase Price under this Contract. . 6.2.6 Purchaser hereby releases Seller from any and all claims and liabilities relating to the foregoing matters, except, subject to the terms of matters set forth in Section 6.3 below, for claims and liabilities arising from or in any way connected with the fraud or misrepresentation of Sellerthis Section.