Common use of AS-IS Clause in Contracts

AS-IS. BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT SELLER IS SELLING AND BUYER IS PURCHASING THE PROPERTY ON AN “AS IS, WHERE IS, WITH ALL FAULTS AND DEFECTS” BASIS AND THAT BUYER IS NOT RELYING ON ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, FROM SELLER, ITS AGENTS OR BROKER AS TO ANY MATTERS CONCERNING THE PROPERTY(unless expressly set forth herein), INCLUDING: (i) the quality, nature, adequacy and physical condition and aspects of the Property; (ii) the quality, nature, adequacy, and physical condition of soils, geology and any groundwater; (iii) the existence, quality, nature, adequacy and physical condition of utilities serving the Real Property; (iv) the development potential of the Real Property, and the Real Property’s and Personal Property’s use, habitability, merchantability, or fitness, or the suitability, value or adequacy of the Real Property and the Personal Property for any particular purpose; (v) the zoning or other legal status of the Real Property or any other public or private restrictions on use of the Real Property and the Personal Property; (vi) the compliance of the Real Property and the Personal Property with any applicable codes, laws, regulations, statutes, ordinances, covenants, conditions and restrictions of any governmental or quasi-governmental entity or of any other person or entity (including the Americans with Disabilities Act); (vii) the presence or release of any hazardous materials on, under or about the Real Property or the adjoining or neighboring property; (viii) the condition of title to the Property; (ix) the condition of the Personal Property; (x) the economics of the operation of the Property; or (xi) any other aspect, characteristic or feature regarding the Property. Buyer acknowledges that Buyer, immediately prior to the Effective Date, has occupied the Property, and that upon expiration of the Approval Period, Buyer will have been afforded the full and complete opportunity to make all such inspections as it desires of the Property and all factors relevant to its continued use and occupancy thereof.

AS-IS. BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT SELLER IS SELLING AND BUYER IS PURCHASING THE PROPERTY ON AN “AS IS, WHERE IS, WITH ALL FAULTS AND DEFECTS” BASIS AND THAT BUYER IS NOT RELYING ON ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, FROM SELLER, ITS AGENTS OR BROKER AS TO ANY MATTERS CONCERNING THE PROPERTY(unless expressly set forth herein), INCLUDING: (i) the quality, nature, adequacy and physical condition and aspects As of the Property; expiration of the Due Diligence Period, Buyer will have: (iia) examined and inspected the quality, nature, adequacy, Property and will know and be satisfied with the physical condition of soils, geology and any groundwater; (iii) the existencecondition, quality, naturequantity and state of repair of the Property in all respects (including, adequacy and physical condition without limitation, the compliance of utilities serving the Real Property; Property with the Americans With Disabilities Act of 1990 Pub.L. 101-336, 104 Stat. 327 (iv1990), and any comparable local or state laws (collectively, the "ADA") and by proceeding with this transaction following the development potential expiration of the Due Diligence Period shall be deemed to have determined that the same is satisfactory to Borrower; (b) reviewed the Property Information and all instruments, records and documents which Buyer deems appropriate or advisable to review in connection with this transaction, including, but not by way of limitation, any and all architectural drawings, plans, specifications, surveys, building and occupancy permits, and any licenses, leases, contracts, warranties and guarantees relating to the Real Property or the business conducted thereon, and Buyer, by proceeding with this transaction following the expiration of the Due Diligence Period, shall be deemed to have determined that the same and the information and data contained therein and evidenced thereby are satisfactory to Buyer; (c) reviewed all applicable laws, ordinances, rules and governmental regulations (including, but not limited to, those relating to building, zoning and land use) affecting the development, use, occupancy or enjoyment of the Real Property, and the Real Property’s and Personal Property’s use, habitability, merchantability, or fitness, or the suitability, value or adequacy of the Real Property and the Personal Property for any particular purpose; (v) the zoning or other legal status of the Real Property or any other public or private restrictions on use of the Real Property and the Personal Property; (vi) the compliance of the Real Property and the Personal Property with any applicable codes, laws, regulations, statutes, ordinances, covenants, conditions and restrictions of any governmental or quasi-governmental entity or of any other person or entity (including the Americans with Disabilities Act); (vii) the presence or release of any hazardous materials on, under or about the Real Property or the adjoining or neighboring property; (viii) the condition of title to the Property; (ix) the condition of the Personal Property; (x) the economics of the operation of the Property; or (xi) any other aspect, characteristic or feature regarding the Property. Buyer acknowledges that Buyer, immediately prior to by proceeding with this transaction following the Effective Date, has occupied the Property, and that upon expiration of the Approval Due Diligence Period, Buyer will shall be deemed to have been afforded determined that the full same are satisfactory to Buyer; and (d) at its own cost and complete opportunity to make all such inspections as it desires of expense, made its own independent investigation respecting the Property and all factors relevant other aspects of this transaction, and shall have relied thereon and on the advice of its consultants in entering into this Agreement, and Buyer, by proceeding with this transaction following the expiration of the Due Diligence Period, shall be deemed to its continued use and occupancy thereof.have determined that the same are satisfactory to Buyer. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND EXCEPT FOR SELLER'S REPRESENTATIONS AND WARRANTIES IN SECTION 11.1 OF THIS AGREEMENT AND ANY WARRANTIES OF TITLE CONTAINED IN THE DEED DELIVERED AT THE CLOSE OF ESCROW ("SELLER'S WARRANTIES"), THIS SALE IS MADE AND WILL BE MADE WITHOUT REPRESENTATION, COVENANT, OR WARRANTY OF ANY KIND (WHETHER EXPRESS, IMPLIED, OR, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, STATUTORY) BY SELLER. AS A MATERIAL PART OF THE CONSIDERATION FOR THIS AGREEMENT, BUYER AGREES TO ACCEPT THE PROPERTY ON AN "AS IS" AND "WHERE IS" BASIS, WITH ALL FAULTS, AND WITHOUT ANY REPRESENTATION OR WARRANTY, ALL OF WHICH SELLER HEREBY DISCLAIMS, EXCEPT FOR SELLER'S WARRANTIES. EXCEPT FOR SELLER'S WARRANTIES, NO WARRANTY OR REPRESENTATION IS MADE BY SELLER AS TO FITNESS FOR ANY PARTICULAR PURPOSE, MERCHANTABILITY, DESIGN, QUALITY, CONDITION, OPERATION OR INCOME, COMPLIANCE WITH DRAWINGS OR SPECIFICATIONS, ABSENCE OF DEFECTS, ABSENCE OF HAZARDOUS OR TOXIC SUBSTANCES, ABSENCE OF FAULTS, FLOODING, OR COMPLIANCE WITH LAWS AND REGULATIONS INCLUDING, WITHOUT LIMITATION, THOSE RELATING TO HEALTH, SAFETY, AND THE ENVIRONMENT (INCLUDING, WITHOUT LIMITATION, THE ADA). BUYER ACKNOWLEDGES THAT BUYER HAS ENTERED INTO THIS AGREEMENT WITH THE INTENTION OF MAKING AND RELYING UPON ITS OWN INVESTIGATION OF THE PHYSICAL, ENVIRONMENTAL, ECONOMIC USE, COMPLIANCE, AND LEGAL CONDITION OF THE PROPERTY AND THAT BUYER IS NOT NOW RELYING, AND WILL NOT LATER RELY, UPON ANY REPRESENTATIONS AND WARRANTIES MADE BY SELLER OR ANYONE ACTING OR CLAIMING TO ACT, BY, THROUGH OR UNDER OR ON SELLER'S BEHALF CONCERNING THE PROPERTY. ADDITIONALLY, BUYER AND SELLER HEREBY AGREE THAT (A) EXCEPT FOR SELLER'S WARRANTIES, BUYER IS TAKING THE PROPERTY "AS IS" WITH ALL LATENT AND PATENT DEFECTS AND THAT EXCEPT FOR SELLER'S WARRANTIES, THERE IS NO WARRANTY BY SELLER THAT THE PROPERTY IS FIT FOR A PARTICULAR PURPOSE, (B) EXCEPT FOR SELLER'S WARRANTIES, BUYER IS SOLELY RELYING UPON ITS EXAMINATION OF THE PROPERTY, AND (C) BUYER TAKES THE PROPERTY UNDER THIS CONTRACT UNDER THE EXPRESS UNDERSTANDING THAT THERE ARE NO EXPRESS OR IMPLIED WARRANTIES (EXCEPT FOR THE LIMITED WARRANTIES OF TITLE SET FORTH IN THE DEED AND SELLER'S WARRANTIES). WITH RESPECT TO THE FOLLOWING, BUYER FURTHER ACKNOWLEDGES AND AGREES THAT EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, SELLER SHALL NOT HAVE ANY LIABILITY, OBLIGATION OR RESPONSIBILITY OF ANY KIND AND THAT SELLER HAS MADE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND: 1. THE CONTENT OR ACCURACY OF ANY REPORT, STUDY, OPINION OR CONCLUSION OF ANY SOILS, TOXIC, ENVIRONMENTAL OR OTHER ENGINEER OR OTHER PERSON OR ENTITY WHO HAS EXAMINED THE PROPERTY OR ANY ASPECT THEREOF; 2. THE CONTENT OR ACCURACY OF ANY OF THE ITEMS (INCLUDING, WITHOUT LIMITATION, THE PROPERTY INFORMATION) DELIVERED TO BUYER PURSUANT TO BUYER'S REVIEW OF THE CONDITION OF THE PROPERTY; OR 3. THE CONTENT OR ACCURACY OF ANY PROJECTION, FINANCIAL OR MARKETING ANALYSIS OR OTHER INFORMATION GIVEN TO BUYER BY SELLER OR REVIEWED BY BUYER WITH RESPECT TO THE PROPERTY. BUYER ALSO ACKNOWLEDGES THAT THE REAL PROPERTY MAY OR MAY NOT CONTAIN ASBESTOS AND, IF THE REAL PROPERTY CONTAINS ASBESTOS, THAT BUYER MAY OR MAY NOT BE REQUIRED TO REMEDIATE ANY ASBESTOS CONDITION IN ACCORDANCE WITH APPLICABLE LAW. BUYER IS A SOPHISTICATED REAL ESTATE INVESTOR AND IS, OR WILL BE AS OF THE CLOSE OF ESCROW, FAMILIAR WITH THE REAL PROPERTY AND ITS SUITABILITY FOR BUYER'S INTENDED USE. THE PROVISIONS OF THIS SECTION 11.2 SHALL SURVIVE INDEFINITELY ANY CLOSING OR TERMINATION OF THIS AGREEMENT AND SHALL NOT BE MERGED INTO THE DOCUMENTS EXECUTED AT CLOSE OF ESCROW. WLO -------------------- BUYER'S INITIALS

AS-IS. BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT SELLER IS SELLING AND BUYER IS PURCHASING THE PROPERTY ON AN “AS IS, WHERE IS, WITH ALL FAULTS AND DEFECTS” BASIS AND THAT BUYER IS NOT RELYING ON ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, FROM SELLER, ITS AGENTS OR BROKER AS TO ANY MATTERS CONCERNING THE PROPERTY(unless expressly set forth herein), INCLUDING: (i) Purchaser acknowledges and agrees that it will be purchasing the quality, nature, adequacy and physical condition and aspects of the Property; (ii) the quality, nature, adequacy, and physical condition of soils, geology and any groundwater; (iii) the existence, quality, nature, adequacy and physical condition of utilities serving the Real Property; (iv) the development potential of the Real Property, and the Real Property’s and Personal Property’s use, habitability, merchantability, or fitness, or the suitability, value or adequacy of the Real Property and the Personal Property for any particular purpose; (v) the zoning or other legal status based solely upon its inspections and investigations of the Real Property or any other public or private restrictions on use of the Real Property and the Personal Property; (vi) , and that except as otherwise specifically set forth in this Agreement, Purchaser will be purchasing the compliance of the Real Property and the Personal Property with "AS IS" and "WITH ALL FAULTS", based upon the condition of the Property and the Personal Property as of the date of this Agreement, wear and tear and loss by fire or other casualty or condemnation excepted. Without limiting the foregoing, Purchaser acknowledges that, except as may otherwise be specifically set forth elsewhere in this Agreement, neither Seller nor its consultants, brokers or agents have made any applicable codesrepresentations or warranties of any kind upon which Purchaser is relying as to any matters concerning the Property or the Personal Property, lawsincluding, regulationsbut not limited to, statutesthe Land or the Improvements, ordinancesthe existence or non-existence of Hazardous Materials (as hereinafter defined), economic projections or market studies concerning the Property, any development rights, taxes, bonds, covenants, conditions and restrictions affecting the Property, water or water rights, topography, drainage, soil, subsoil of the Property, the utilities serving the Property or any governmental zoning or quasi-governmental entity building laws, rules or regulations or "Environmental Laws" (hereinafter defined) affecting the Property. Except as specifically set forth herein, Seller makes no representation or warranty that the Property complies with Title III of any other person or entity (including the Americans with Disabilities Act); (vii) Act or any fire code or building code. Purchaser hereby releases Seller and the presence Affiliates of Seller from any and all liability in connection with any claims which Purchaser may have against Seller or release the Affiliates of any hazardous materials Seller relating directly or indirectly to the existence of asbestos or Hazardous Materials on, under or about the Real Property or the adjoining or neighboring property; (viii) the condition of title to the Property; (ix) the condition of the Personal Property; (x) the economics of the operation of the Property; or (xi) any other aspectenvironmental conditions of, characteristic or feature regarding the Property. Buyer acknowledges that Buyer, immediately prior to the Effective Date, has occupied the Property, whether known or unknown; provided, however, that Purchaser may assert claims for contribution or cost recovery against Seller or the Affiliates of Seller, relating directly or indirectly to the existence of asbestos or Hazardous Materials on, or environmental conditions of, the Property, whether known or unknown, only in the event that Purchaser is sued by a third party in connection therewith. As used herein, "Environmental Laws" means all federal, state and that upon expiration local statutes, codes, regulations, rules, ordinances, orders, standards, permits, licenses, policies and requirements (including consent decrees, judicial decisions and administrative orders) relating to the protection, preservation, remediation or conservation of the Approval Periodenvironment or worker health or safety, Buyer will have been afforded all as amended or reauthorized, or as hereafter amended or reauthorized, including without limitation, the full Comprehensive Environmental Response, Compensation and complete opportunity to make all such inspections as it desires Liability Act ("CERCLA"), 42 U.S.C. Section 9601 et seq., the Resource Conservation and Recovery Act of 1976 ("RCRA"), 42 U.S.C. Section 6901 et seq., the Property Emergency Planning and all factors relevant to its continued use Community Right-to-Know Act ("Right-to-Know Act"), 42 U.S.C. Section 11001 et seq., the Clean Air Act ("CAA"), 42 U.S.C. Section 7401 et seq., the Federal Water Pollution Control Act ("Clean Water Act"), 33 U.S.C. Section 1251 et seq., the Toxic Substances Control Act ("TSCA"), 15 U.S.C. Section 2601 et seq., the Safe Drinking Water Act ("Safe Drinking Water Act"), 42 U.S.C. Section 300f et seq., the Atomic Energy Act ("AEA"), 42 U.S.C. Section 2011 et seq., the Occupational Safety and occupancy thereofHealth Act ("OSHA"), 29 U.S.C. Section 651 et seq., and the Hazardous Materials Transportation Act (the "Transportation Act"), 49 U.S.

AS-IS. BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT SELLER IS SELLING AND BUYER IS PURCHASING THE PROPERTY ON AN “AS IS, WHERE IS, WITH ALL FAULTS AND DEFECTS” BASIS AND THAT BUYER IS NOT RELYING ON ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, FROM SELLER, ITS AGENTS OR BROKER AS TO ANY MATTERS CONCERNING THE PROPERTY(unless expressly set forth herein), INCLUDING: (i) Purchaser acknowledges and agrees that it will be purchasing the quality, nature, adequacy and physical condition and aspects of the Property; (ii) the quality, nature, adequacy, and physical condition of soils, geology and any groundwater; (iii) the existence, quality, nature, adequacy and physical condition of utilities serving the Real Property; (iv) the development potential of the Real Property, and the Real Property’s and Personal Property’s use, habitability, merchantability, or fitness, or the suitability, value or adequacy of the Real Property and the Personal Property for any particular purpose; (v) the zoning or other legal status based solely upon its inspections and investigations of the Real Property or any other public or private restrictions on use of the Real Property and the Personal Property; (vi) , and that except as otherwise specifically set forth in this Agreement, Purchaser will be purchasing the compliance of the Real Property and the Personal Property with "AS IS" and "WITH ALL FAULTS", based upon the condition of the Property and the Personal Property as of the date of this Agreement, wear and tear and loss by fire or other casualty or condemnation excepted. Without limiting the foregoing, Purchaser acknowledges that, except as may otherwise be specifically set forth elsewhere in this Agreement, neither Seller nor its consultants, brokers or agents have made any applicable codesrepresentations or warranties of any kind upon which Purchaser is relying as to any matters concerning the Property or the Personal Property, lawsincluding, regulationsbut not limited to, statutesthe Land or the Improvements, ordinancesthe existence or non-existence of Hazardous Materials (as hereinafter defined), economic projections or market studies concerning the Property, any development rights, taxes, bonds, covenants, conditions and restrictions affecting the Property, water or water rights, topography, drainage, soil, subsoil of the Property, the utilities serving the Property or any governmental zoning or quasi-governmental entity building laws, rules or regulations or "Environmental Laws" (hereinafter defined) affecting the Property. Except as specifically set forth herein, Seller makes no representation or warranty that the Property complies with Title III of any other person or entity (including the Americans with Disabilities Act); (vii) Act or any fire code or building code. Purchaser hereby releases Seller and the presence Affiliates of Seller from any and all liability in connection with any claims which Purchaser may have against Seller or release the Affiliates of any hazardous materials Seller relating directly or indirectly to the existence of asbestos or Hazardous Materials on, under or about the Real Property or the adjoining or neighboring property; (viii) the condition of title to the Property; (ix) the condition of the Personal Property; (x) the economics of the operation of the Property; or (xi) any other aspectenvironmental conditions of, characteristic or feature regarding the Property. Buyer acknowledges that Buyer, immediately prior to the Effective Date, has occupied the Property, and whether known or unknown; provided, however, that upon expiration Purchaser may assert claims for contribution or cost recovery against Seller or the Affiliates of Seller, relating directly or indirectly to the Approval Periodexistence of asbestos or Hazardous Materials on, Buyer will have been afforded or environmental conditions of, the full and complete opportunity to make all such inspections as it desires of Property, whether known or unknown, only in the Property and all factors relevant to its continued use and occupancy thereof.event that Purchaser is sued by

AS-IS. As of the Closing Date, Buyer will have: (a) examined and inspected the Property and will know and be satisfied with the physical condition, quality, quantity and state of repair of the Property in all respects (including, without limitation, the compliance of the Real Property with the Americans With Disabilities Act of 1990 Pub.L. 101-336, 104 Stat. 327 (1990), and any comparable local or state laws (collectively, the “ADA”)) and by consummating this transaction at the Close of Escrow, shall be deemed to have determined that the same is satisfactory to Buyer; (b) reviewed the Property Information and all instruments, records and documents which Buyer deems appropriate or advisable to review in connection with this transaction, including, but not by way of limitation, any and all architectural drawings, plans, specifications, surveys, building and occupancy permits, and any licenses, leases, contracts, warranties and guarantees relating to the Real Property or the business conducted thereon, and Buyer, by consummating this transaction at the Close of Escrow, shall be deemed to have determined that the same and the information and data contained therein and evidenced thereby are satisfactory to Buyer; (c) reviewed all applicable laws, ordinances, rules and governmental regulations (including, but not limited to, those relating to building, zoning and land use) affecting the development, use, occupancy or enjoyment of the Real Property, and Buyer, by consummating this transaction at the Close of Escrow, shall be deemed to have determined that the same are satisfactory to Buyer; and (d) at its own cost and expense, made its own independent investigation respecting the Property and all other aspects of this transaction, and shall have relied thereon and on the advice of its consultants in entering into this Agreement, and Buyer, by consummating this transaction at the Close of Escrow, shall be deemed to have determined that the same are satisfactory to Buyer. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND EXCEPT FOR SELLER’S REPRESENTATIONS AND WARRANTIES IN SECTION 11.1 OF THIS AGREEMENT AND ANY WARRANTIES OF TITLE CONTAINED IN THE DEED DELIVERED AT THE CLOSE OF ESCROW (“SELLER’S WARRANTIES”), THIS SALE IS MADE AND WILL BE MADE WITHOUT REPRESENTATION, COVENANT, OR WARRANTY OF ANY KIND (WHETHER EXPRESS, IMPLIED, OR, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, STATUTORY) BY SELLER. AS A MATERIAL PART OF THE CONSIDERATION FOR THIS AGREEMENT, BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT SELLER IS SELLING AND BUYER IS PURCHASING TO ACCEPT THE PROPERTY ON AN “AS IS, ” AND “WHERE IS” BASIS, WITH ALL FAULTS FAULTS, AND WITHOUT ANY REPRESENTATION OR WARRANTY, ALL OF WHICH SELLER HEREBY DISCLAIMS, EXCEPT FOR SELLER’S WARRANTIES. EXCEPT FOR SELLER’S WARRANTIES, NO WARRANTY OR REPRESENTATION IS MADE BY SELLER AS TO FITNESS FOR ANY PARTICULAR PURPOSE, MERCHANTABILITY, DESIGN, QUALITY, CONDITION, OPERATION OR INCOME, COMPLIANCE WITH DRAWINGS OR SPECIFICATIONS, ABSENCE OF DEFECTS” BASIS , ABSENCE OF HAZARDOUS OR TOXIC SUBSTANCES, ABSENCE OF FAULTS, FLOODING, OR COMPLIANCE WITH LAWS AND REGULATIONS INCLUDING, WITHOUT LIMITATION, THOSE RELATING TO HEALTH, SAFETY, AND THE ENVIRONMENT (INCLUDING, WITHOUT LIMITATION, THE ADA (AS DEFINED ABOVE)). BUYER ACKNOWLEDGES THAT BUYER HAS ENTERED INTO THIS AGREEMENT WITH THE INTENTION OF MAKING AND RELYING UPON ITS OWN INVESTIGATION OF THE PHYSICAL, ENVIRONMENTAL, ECONOMIC USE, COMPLIANCE, AND LEGAL CONDITION OF THE PROPERTY AND THAT BUYER IS NOT NOW RELYING, AND WILL NOT LATER RELY, UPON ANY REPRESENTATIONS AND WARRANTIES MADE BY SELLER OR ANYONE ACTING OR CLAIMING TO ACT, BY, THROUGH OR UNDER OR ON SELLER’S BEHALF CONCERNING THE PROPERTY. ADDITIONALLY, BUYER AND SELLER HEREBY AGREE THAT (A) EXCEPT FOR SELLER’S WARRANTIES, BUYER IS TAKING THE PROPERTY “AS IS” WITH ALL LATENT AND PATENT DEFECTS AND THAT EXCEPT FOR SELLER’S WARRANTIES, THERE IS NO WARRANTY BY SELLER THAT THE PROPERTY IS FIT FOR A PARTICULAR PURPOSE, (B) EXCEPT FOR SELLER’S WARRANTIES, BUYER IS SOLELY RELYING ON UPON ITS EXAMINATION OF THE PROPERTY, AND (C) BUYER TAKES THE PROPERTY UNDER THIS AGREEMENT UNDER THE EXPRESS UNDERSTANDING THAT THERE ARE NO EXPRESS OR IMPLIED WARRANTIES (EXCEPT FOR THE LIMITED WARRANTIES OF TITLE SET FORTH IN THE DEED AND SELLER’S WARRANTIES). WITH RESPECT TO THE FOLLOWING, BUYER FURTHER ACKNOWLEDGES AND AGREES THAT SELLER SHALL NOT HAVE ANY LIABILITY, OBLIGATION OR RESPONSIBILITY OF ANY KIND AND THAT SELLER HAS MADE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVERKIND: 1. THE CONTENT OR ACCURACY OF ANY REPORT, EXPRESS STUDY, OPINION OR IMPLIEDCONCLUSION OF ANY SOILS, FROM SELLERTOXIC, ENVIRONMENTAL OR OTHER ENGINEER OR OTHER PERSON OR ENTITY WHO HAS EXAMINED THE PROPERTY OR ANY ASPECT THEREOF; 2. THE CONTENT OR ACCURACY OF ANY OF THE ITEMS (INCLUDING, WITHOUT LIMITATION, THE PROPERTY INFORMATION) DELIVERED TO BUYER PURSUANT TO BUYER’S REVIEW OF THE CONDITION OF THE PROPERTY; OR 3. THE CONTENT OR ACCURACY OF ANY PROJECTION, FINANCIAL OR MARKETING ANALYSIS OR OTHER INFORMATION GIVEN TO BUYER BY SELLER OR REVIEWED BY BUYER WITH RESPECT TO THE PROPERTY. BUYER ALSO ACKNOWLEDGES THAT THE REAL PROPERTY MAY OR MAY NOT CONTAIN ASBESTOS AND, IF THE REAL PROPERTY CONTAINS ASBESTOS, THAT BUYER MAY OR MAY NOT BE REQUIRED TO REMEDIATE ANY ASBESTOS CONDITION IN ACCORDANCE WITH APPLICABLE LAW. BUYER IS A SOPHISTICATED REAL ESTATE INVESTOR AND IS, OR WILL BE AS OF THE CLOSE OF ESCROW, FAMILIAR WITH THE REAL PROPERTY AND ITS AGENTS SUITABILITY FOR BUYER’S INTENDED USE. THE PROVISIONS OF THIS SECTION 11.2 SHALL SURVIVE INDEFINITELY ANY CLOSING OR BROKER AS TO ANY MATTERS CONCERNING TERMINATION OF THIS AGREEMENT AND SHALL NOT BE MERGED INTO THE PROPERTY(unless expressly set forth herein), INCLUDING: (i) the quality, nature, adequacy and physical condition and aspects of the Property; (ii) the quality, nature, adequacy, and physical condition of soils, geology and any groundwater; (iii) the existence, quality, nature, adequacy and physical condition of utilities serving the Real Property; (iv) the development potential of the Real Property, and the Real Property’s and Personal Property’s use, habitability, merchantability, or fitness, or the suitability, value or adequacy of the Real Property and the Personal Property for any particular purpose; (v) the zoning or other legal status of the Real Property or any other public or private restrictions on use of the Real Property and the Personal Property; (vi) the compliance of the Real Property and the Personal Property with any applicable codes, laws, regulations, statutes, ordinances, covenants, conditions and restrictions of any governmental or quasi-governmental entity or of any other person or entity (including the Americans with Disabilities Act); (vii) the presence or release of any hazardous materials on, under or about the Real Property or the adjoining or neighboring property; (viii) the condition of title to the Property; (ix) the condition of the Personal Property; (x) the economics of the operation of the Property; or (xi) any other aspect, characteristic or feature regarding the PropertyDOCUMENTS EXECUTED AT CLOSE OF ESCROW. Buyer acknowledges that Buyer, immediately prior to the Effective Date, has occupied the Property, and that upon expiration of the Approval Period, Buyer will have been afforded the full and complete opportunity to make all such inspections as it desires of the Property and all factors relevant to its continued use and occupancy thereof./s/ D. S. BUYER’S INITIALS

AS-IS. BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT SELLER IS SELLING AND BUYER IS PURCHASING THE PROPERTY ON AN “AS IS, WHERE IS, WITH ALL FAULTS AND DEFECTS” BASIS AND THAT BUYER IS NOT RELYING ON ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, FROM SELLER, ITS AGENTS OR BROKER AS TO ANY MATTERS CONCERNING THE PROPERTY(unless expressly set forth herein), INCLUDING: (i) the quality, nature, adequacy and physical condition and aspects As of the Property; (ii) expiration of the qualityDue Diligence Period, natureBuyer will have examined and inspected the Purchased Assets, adequacy, and physical condition of soils, geology and any groundwater; (iii) the existence, quality, nature, adequacy and physical condition of utilities serving the Real Property; (iv) the development potential of including the Real Property, and will know and be satisfied with the Real Property’s physical condition, quality, quantity and Personal Property’s use, habitability, merchantability, or fitness, or the suitability, value or adequacy state of repair of the Real Property and the Personal Property for any particular purpose; Purchased Assets in all respects (v) the zoning or other legal status of the Real Property or any other public or private restrictions on use of the Real Property and the Personal Property; (vi) including, without limitation, the compliance of the Real Property with the Americans With Disabilities Act of 1990 Pub.L. 101-336, 104 Stat. 327 (1990), and any comparable local or state laws (collectively, the Personal "ADA")); reviewed the Property Information and all instruments, records and documents which Buyer deems appropriate or advisable to review in connection with any this transaction; reviewed all applicable codes, laws, regulations, statutes, ordinances, covenantsrules and governmental regulations (including, conditions but not limited to, those relating to building, zoning and restrictions land use) affecting the development, use, occupancy or enjoyment of any governmental or quasi-governmental entity or of any other person or entity (including the Americans with Disabilities Act); (vii) the presence or release of any hazardous materials on, under or about the Real Property or the adjoining or neighboring property; (viii) the condition of title to the Property; (ix) at its own cost and expense, made its own independent investigation respecting the condition Purchased Assets and all other aspects of this transaction, and shall have relied thereon and on the Personal Propertyadvice of its consultants in entering into this Agreement; (x) the economics of the operation of the Property; or (xi) any other aspect, characteristic or feature regarding the Property. Buyer acknowledges that and Buyer, immediately prior to by proceeding with this transaction following the Effective Date, has occupied the Property, and that upon expiration of the Approval Due Diligence Period, Buyer will shall be deemed to have been afforded determined that the full and complete opportunity same are satisfactory to make all such inspections as it desires of the Property and all factors relevant to its continued use and occupancy thereofBuyer. BUYER HEREBY ACKNOWLEDGES AND AGREES THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THIS SALE IS MADE AND WILL BE MADE WITHOUT REPRESENTATION, COVENANT, OR WARRANTY OF ANY KIND (WHETHER EXPRESS, IMPLIED, OR, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, STATUTORY) BY SELLER. AS A MATERIAL PART OF THE CONSIDERATION FOR THIS AGREEMENT, BUYER AGREES TO ACCEPT THE PURCHASED ASSETS ON AN "AS IS" AND "WHERE IS" BASIS, WITH ALL FAULTS, AND WITHOUT ANY REPRESENTATION OR WARRANTY, ALL OF WHICH SELLER HEREBY DISCLAIMS, NO WARRANTY OR REPRESENTATION IS MADE BY SELLER AS TO FITNESS FOR ANY PARTICULAR PURPOSE, MERCHANTABILITY, DESIGN, QUALITY, CONDITION, OPERATION OR INCOME, COMPLIANCE WITH DRAWINGS OR SPECIFICATIONS, ABSENCE OF DEFECTS, ABSENCE OF HAZARDOUS OR TOXIC SUBSTANCES, ABSENCE OF FAULTS, FLOODING, OR COMPLIANCE WITH LAWS AND REGULATIONS INCLUDING, WITHOUT LIMITATION, THOSE RELATING TO HEALTH, SAFETY, AND THE ENVIRONMENT (INCLUDING, WITHOUT LIMITATION, THE ADA). BUYER ACKNOWLEDGES THAT BUYER HAS ENTERED INTO THIS AGREEMENT WITH THE INTENTION OF MAKING AND RELYING UPON ITS OWN INVESTIGATION OF THE PHYSICAL, ENVIRONMENTAL, ECONOMIC USE, COMPLIANCE, AND LEGAL CONDITION OF THE PURCHASED ASSETS AND THAT BUYER IS NOT NOW RELYING, AND WILL NOT LATER RELY, UPON ANY REPRESENTATIONS AND WARRANTIES MADE BY SELLER OR ANYONE ACTING OR CLAIMING TO ACT, BY, THROUGH OR UNDER OR ON SELLER'S BEHALF CONCERNING THE PURCHASED ASSETS. ADDITIONALLY, BUYER AND SELLER HEREBY AGREE THAT (A) BUYER IS TAKING THE REAL PROPERTY "AS IS" WITH ALL LATENT AND PATENT DEFECTS AND THAT THERE IS NO WARRANTY BY SELLER THAT THE REAL PROPERTY IS FIT FOR A PARTICULAR PURPOSE, (B) BUYER IS SOLELY RELYING UPON ITS EXAMINATION OF THE PROPERTY, AND (C) BUYER TAKES THE REAL PROPERTY UNDER THIS AGREEMENT UNDER THE EXPRESS UNDERSTANDING THAT THERE ARE NO EXPRESS OR IMPLIED WARRANTIES. BUYER IS, OR WILL BE AS OF THE CLOSE OF ESCROW, FAMILIAR WITH THE REAL PROPERTY AND ITS SUITABILITY FOR BUYER'S INTENDED USE.

AS-IS. BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT SELLER IS SELLING AND BUYER IS PURCHASING THE PROPERTY ON AN “AS IS, WHERE IS, WITH ALL FAULTS AND DEFECTS” BASIS AND THAT BUYER IS NOT RELYING ON ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, FROM SELLER, ITS AGENTS OR BROKER AS TO ANY MATTERS CONCERNING THE PROPERTY(unless expressly set forth herein), INCLUDING: (i) the quality, nature, adequacy and physical condition and aspects of the Property; (ii) the quality, nature, adequacy, and physical condition of soils, geology and any groundwater; (iii) the existence, quality, nature, adequacy and physical condition of utilities serving the Real Property; (iv) the development potential of the Real Property, and the Real Property’s and Personal Property’s use, habitability, merchantability, or fitness, or the suitability, value or adequacy of the Real Property and the Personal Property for any particular purpose; (v) the zoning or other legal status of the Real Property or any other public or private restrictions on use of the Real Property and the Personal Property; (vi) the compliance of the Real Property and the Personal Property with any applicable codes, laws, regulations, statutes, ordinances, covenants, conditions and restrictions of any governmental or quasi-governmental entity or of any other person or entity (including the Americans with Disabilities Act); (vii) the presence or release of any hazardous materials on, under or about the Real Property or the adjoining or neighboring property; (viii) the condition of title to the Property; (ix) the condition of the Personal Property; (x) the economics of the operation of the Property; or (xi) any other aspect, characteristic or feature regarding the Property. Buyer ▇▇▇▇▇ acknowledges that Buyer, immediately prior to the Effective Date, has occupied the Property, and that upon expiration of the Approval Period, Buyer will have been afforded the full and complete opportunity to make all such inspections as it desires of the Property and all factors relevant to its continued use and occupancy thereof.

AS-IS. BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT SELLER IS SELLING AND BUYER IS PURCHASING THE PROPERTY ON AN Subject to the Seller’s Representations and the covenants and indemnities of Seller set forth in this Contract, the iStar Member Interests, are being conveyed and transferred to Purchaser in an “AS IS, WHERE IS, ” condition and “WITH ALL FAULTS AND DEFECTSFAULTS” BASIS AND THAT BUYER IS NOT RELYING ON ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, FROM SELLER, ITS AGENTS OR BROKER AS TO ANY MATTERS CONCERNING THE PROPERTY(unless expressly as of the Effective Date and as of Closing. Except for Seller’s Representations and the covenants and indemnities of Seller set forth herein)in this Contract, INCLUDING: no representations or warranties have been made or are made and no responsibility has been or is assumed by Seller or by any partner, officer, person, firm, agent, attorney or representative acting or purporting to act on behalf of Seller or Property Owner as to (ia) the quality, nature, adequacy and physical condition and aspects or state of repair of the Property; (ii) the quality, nature, adequacy, and physical condition of soils, geology and any groundwater; (iii) the existence, quality, nature, adequacy and physical condition of utilities serving the Real Property; (iv) the development potential of the Real Property, and the Real Property’s and Personal Property’s use, habitability, merchantability, or fitness, or the suitability, value or adequacy of the Real Property and the Personal Property for any particular purpose; (v) the zoning or other legal status of the Real Property or any other public or private restrictions on use of the Real Property and the Personal Property; (vib) the compliance or non-compliance of the Real Property and iStar Member Interests or the Personal Property with any applicable codes, laws, regulationsregulations or ordinances (including, statuteswithout limitation, ordinancesany applicable zoning, covenants, conditions and restrictions of any governmental building or quasi-governmental entity or of any other person or entity (including the Americans with Disabilities Actdevelopment codes); (viic) the presence value, expense of operation, or release income potential of any hazardous materials on, under the iStar Member Interests or about the Real Property or the adjoining or neighboring property; (viii) the condition of title to the Property; (ixd) any other fact or condition which has or might affect the condition iStar Member Interests or the Property or the condition, state of repair, compliance, value, expense of operation or income potential of the Personal iStar Member Interests, the Property or any portion thereof; or (e) whether the Property contains asbestos or harmful or toxic substances or pertaining to the extent, location or nature of same. The parties agree that all understandings and agreements heretofore made between them or their respective agents or representatives are merged in this Contract and the Exhibits hereto annexed, which alone fully and completely express their agreement, and that this Contract has been entered into after full investigation, or with the parties satisfied with the opportunity afforded for full investigation, neither party relying upon any statement or representation by the other unless such statement or representation is specifically embodied in this Contract or the Exhibits annexed hereto. Purchaser waives its and their respective rights to recover from, and forever releases and discharges the Seller’s Indemnified Parties from any and all demands, claims (including, without limitation, causes of action in tort), legal or administrative proceedings, losses, liabilities, damages, penalties, fines, liens, judgments, costs or expenses whatsoever (including, without limitation, attorneys’ fees and costs), whether direct or indirect, known or unknown, foreseen or unforeseen (collectively, “Claims”), that may arise on account of or in any way be connected with the iStar Member Interests or the Property; , the physical condition thereof, or any law or regulation applicable thereto (xincluding, 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 economics Resources Conservation and Recovery Act of 1976 (42 U.S.C. Section 6901, et seq.), the operation 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 16 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 set forth in this Contract or Seller’s fraud or intentional material misrepresentation. Without limiting the 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; or , violations of applicable laws (xiincluding, without limitation, any environmental laws) any other aspect, characteristic or feature regarding relating to the Property. Buyer acknowledges As part of the provisions of this Section 6.2, but not as a limitation thereon, Purchaser hereby agrees, represents and warrants that Buyer, immediately prior the matters released herein are not limited to the Effective Date, has occupied the Propertymatters which are known or disclosed, and that Purchaser hereby waives any and all rights and benefits which it now has, or in the future may have conferred upon expiration it, by virtue of the Approval Periodprovisions of federal, Buyer will state or local law, rules and regulations, 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, covenants and indemnities 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 Property be required after the date of Closing, such clean-up, removal or remediation shall not be the responsibility of Seller. Without limiting the foregoing, Purchaser hereby agrees that, if at any time after the Closing, any third-party or governmental authority seeks to hold Purchaser or Property Owner 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 Property Owner and on behalf of each of their respective successors and assigns and each and all of its and their respective direct and indirect members, officers, directors, employees, parents, affiliates or subsidiaries and each of their respective successors and assigns (collectively the “Waiver Parties”), any rights Purchaser or any Waiver Party may have been afforded the full against Seller in connection therewith, including under CERCLA, and complete opportunity to make Purchaser agrees for itself and all such inspections as it desires Waiver Parties that neither Purchaser nor any of the Property Waiver Parties shall (1) implead Seller, (2) bring a contribution action or similar action against Seller or (3) attempt in any way to hold Seller responsible with respect to any such matter. The waivers and all factors relevant 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 its continued use exist which, if known by Purchaser or a Waiver Party, would materially affect Purchaser’s and occupancy thereofsuch Waiver Party’s waiver or release of Seller and the other parties referenced in this Section. The provisions of this Section 6.2 shall survive the Closing.

AS-IS. BUYER SPECIFICALLY ACKNOWLEDGES As of the expiration of the Due Diligence Period, Purchaser shall have: (a) examined and inspected the Property, and shall know and be satisfied with the physical condition, quality, quantity and state of repair of the Property in all respects (including, without limitation, the compliance of the Real Property with the Americans With Disabilities Act of 1990 Pub.L. 101-336, 104 Stat. 327 (1990), and any comparable local or state laws, as amended (collectively, the “ADA”)), and by proceeding with this transaction following the expiration of the Due Diligence Period shall be deemed to have determined that the same is satisfactory to Purchaser; (b) reviewed the Property Information and all instruments, records and documents which Purchaser deems appropriate or advisable to review in connection with this transaction, including, without limitation, all architectural drawings, plans, specifications, surveys, building and occupancy permits, and any licenses, leases, contracts, warranties and guaranties relating to the Real Property or the business conducted thereon, and Purchaser, by proceeding with this transaction following the expiration of the Due Diligence Period, shall be deemed to have determined that the same and the information and data contained therein and evidenced thereby are satisfactory to Purchaser; (c) reviewed all applicable laws, ordinances, rules and governmental regulations (including, but not limited to, those relating to building, zoning and land use) affecting the development, use, occupancy or enjoyment of the Real Property, and Purchaser, by proceeding with this transaction following the expiration of the Due Diligence Period, shall be deemed to have determined that the same are satisfactory to Purchaser; and (d) at its own cost and expense, made its own independent investigation respecting the Property and all other aspects of this transaction, and shall have relied thereon and on the advice of its consultants in entering into this Agreement, and Purchaser, by proceeding with this transaction following the expiration of the Due Diligence Period, shall be deemed to have determined that the same are satisfactory to Purchaser. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND AGREES THAT SELLER EXCEPT FOR SELLER’S REPRESENTATIONS AND WARRANTIES IN SECTION 11.1 OF THIS AGREEMENT AND ANY WARRANTIES OF TITLE CONTAINED IN THE DEED DELIVERED AT THE CLOSE OF ESCROW (“SELLER’S WARRANTIES”), THIS SALE IS SELLING MADE AND BUYER IS PURCHASING SHALL BE MADE WITHOUT REPRESENTATION, COVENANT OR WARRANTY OF ANY KIND (WHETHER EXPRESS, IMPLIED OR, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, STATUTORY) BY SELLER. AS A MATERIAL PART OF THE CONSIDERATION FOR THIS AGREEMENT, PURCHASER SHALL ACCEPT THE PROPERTY ON AN “AS IS, ” AND “WHERE IS” BASIS, WITH ALL FAULTS FAULTS, AND WITHOUT ANY REPRESENTATION OR WARRANTY, ALL OF WHICH SELLER HEREBY DISCLAIMS, EXCEPT FOR SELLER’S WARRANTIES. EXCEPT FOR SELLER’S WARRANTIES, NO WARRANTY OR REPRESENTATION IS MADE BY SELLER AS TO FITNESS FOR ANY PARTICULAR PURPOSE, MERCHANTABILITY, DESIGN, QUALITY, CONDITION, OPERATION OR INCOME, COMPLIANCE WITH DRAWINGS OR SPECIFICATIONS, ABSENCE OF DEFECTS” BASIS , ABSENCE OF HAZARDOUS OR TOXIC SUBSTANCES, ABSENCE OF FAULTS, FLOODING, OR COMPLIANCE WITH LAWS AND REGULATIONS INCLUDING, WITHOUT LIMITATION, THOSE RELATING TO HEALTH, SAFETY AND THE ENVIRONMENT (INCLUDING, WITHOUT LIMITATION, THE ADA) . PURCHASER ACKNOWLEDGES THAT, EXCEPT FOR SELLER’S WARRANTIES, PURCHASER HAS ENTERED INTO THIS AGREEMENT WITH THE INTENTION OF MAKING AND RELYING UPON ITS OWN INVESTIGATION OF THE PHYSICAL, ENVIRONMENTAL, ECONOMIC USE, COMPLIANCE AND LEGAL CONDITION OF THE PROPERTY AND THAT BUYER PURCHASER IS NOT NOW RELYING, AND SHALL NOT LATER RELY, UPON ANY REPRESENTATIONS AND WARRANTIES MADE BY SELLER OR ANYONE ACTING OR CLAIMING TO ACT, BY, THROUGH OR UNDER OR ON SELLER’S BEHALF CONCERNING THE PROPERTY. ADDITIONALLY, PURCHASER AND SELLER HEREBY AGREE THAT (A) EXCEPT FOR SELLER’S WARRANTIES, PURCHASER IS TAKING THE PROPERTY “AS IS” WITH ALL LATENT AND PATENT DEFECTS AND THAT EXCEPT FOR SELLER’S WARRANTIES, THERE IS NO WARRANTY BY SELLER THAT THE PROPERTY IS FIT FOR A PARTICULAR PURPOSE, (B) EXCEPT FOR SELLER’S WARRANTIES, PURCHASER IS SOLELY RELYING ON UPON ITS EXAMINATION OF THE PROPERTY, AND (C) PURCHASER TAKES THE PROPERTY UNDER THIS AGREEMENT UNDER THE EXPRESS UNDERSTANDING THAT THERE ARE NO EXPRESS OR IMPLIED WARRANTIES, EXCEPT FOR SELLER’S WARRANTIES. WITH RESPECT TO THE FOLLOWING, PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT SELLER SHALL NOT HAVE ANY LIABILITY, OBLIGATION OR RESPONSIBILITY OF ANY KIND AND THAT SELLER HAS MADE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVERKIND: THE CONTENT OR ACCURACY OF ANY REPORT, EXPRESS STUDY, OPINION OR IMPLIEDCONCLUSION OF ANY SOILS, FROM SELLERTOXIC, ENVIRONMENTAL OR OTHER ENGINEER OR OTHER PERSON OR ENTITY WHO HAS EXAMINED THE PROPERTY OR ANY ASPECT THEREOF; THE CONTENT OR ACCURACY OF ANY OF THE ITEMS (INCLUDING, WITHOUT LIMITATION, THE PROPERTY INFORMATION) DELIVERED TO PURCHASER PURSUANT TO PURCHASER’S REVIEW OF THE CONDITION OF THE PROPERTY; AND THE CONTENT OR ACCURACY OF ANY PROJECTION, FINANCIAL OR MARKETING ANALYSIS OR OTHER INFORMATION GIVEN TO PURCHASER BY SELLER OR REVIEWED BY PURCHASER WITH RESPECT TO THE PROPERTY. PURCHASER IS A SOPHISTICATED REAL ESTATE INVESTOR AND IS, OR SHALL BE AS OF THE CLOSE OF ESCROW, FAMILIAR WITH THE REAL PROPERTY AND ITS AGENTS SUITABILITY FOR PURCHASER’S INTENDED USE. THE PROVISIONS OF THIS SECTION 11.2 SHALL SURVIVE INDEFINITELY ANY CLOSING OR BROKER AS TO ANY MATTERS CONCERNING TERMINATION OF THIS AGREEMENT AND SHALL NOT BE MERGED INTO THE PROPERTY(unless expressly set forth herein), INCLUDING: (i) the quality, nature, adequacy and physical condition and aspects of the Property; (ii) the quality, nature, adequacy, and physical condition of soils, geology and any groundwater; (iii) the existence, quality, nature, adequacy and physical condition of utilities serving the Real Property; (iv) the development potential of the Real Property, and the Real Property’s and Personal Property’s use, habitability, merchantability, or fitness, or the suitability, value or adequacy of the Real Property and the Personal Property for any particular purpose; (v) the zoning or other legal status of the Real Property or any other public or private restrictions on use of the Real Property and the Personal Property; (vi) the compliance of the Real Property and the Personal Property with any applicable codes, laws, regulations, statutes, ordinances, covenants, conditions and restrictions of any governmental or quasi-governmental entity or of any other person or entity (including the Americans with Disabilities Act); (vii) the presence or release of any hazardous materials on, under or about the Real Property or the adjoining or neighboring property; (viii) the condition of title to the Property; (ix) the condition of the Personal Property; (x) the economics of the operation of the Property; or (xi) any other aspect, characteristic or feature regarding the Property. Buyer acknowledges that Buyer, immediately prior to the Effective Date, has occupied the Property, and that upon expiration of the Approval Period, Buyer will have been afforded the full and complete opportunity to make all such inspections as it desires of the Property and all factors relevant to its continued use and occupancy thereofDOCUMENTS EXECUTED AT CLOSE OF ESCROW.

AS-IS. BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT SELLER IS SELLING AND BUYER IS PURCHASING THE PROPERTY ON AN “"AS IS, WHERE IS, IS WITH ALL FAULTS AND DEFECTS” FAULTS" BASIS AND THAT THAT, EXCEPT AS EXPRESSLY SET FORTH IN PARAGRAPH 7.1, BUYER IS NOT RELYING ON ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, FROM SELLER, ITS AGENTS OR BROKER AS TO ANY MATTERS CONCERNING THE PROPERTY(unless expressly set forth herein)PROPERTY, INCLUDINGINCLUDING WITHOUT LIMITATION: (i) the quality, nature, adequacy and physical condition and aspects of the Property; , including, but not limited to, the structural elements, foundation, roof, appurtenances, access, landscaping, parking facilities and the electrical, mechanical, HVAC, plumbing, sewage, and utility systems, facilities and appliances, the square footage within the Improvements and within each tenant space therein, (ii) the quality, nature, adequacy, and physical condition of soils, geology and any groundwater; , (iii) the existence, quality, nature, adequacy and physical condition of utilities serving the Real Property; , (iv) the development potential of the Real Property, and the Real Property’s and Personal Property’s use, habitability, merchantability, or fitness, or the suitability, value or adequacy of the Real Property and the Personal Property for any particular purpose; , (v) the zoning or other legal status of the Real Property or any other public or private restrictions on use of the Real Property and the Personal Property; , (vi) the compliance of the Real Property and the Personal Property with any applicable codes, laws, regulations, statutes, ordinances, covenants, conditions and restrictions of any governmental or quasi-governmental entity or of any other person or entity (including including, without limitation, the Americans with Disabilities Act); , (vii) the presence or release of any hazardous materials "Hazardous Materials" (as defined below) on, under or about the Real Property or the adjoining or neighboring property; , (viii) the quality of any labor and materials used in any Improvements, (ix) the condition of title to the Property; (ix) the condition of the Personal Property; , (x) any agreements affecting the Property and (xi) the economics of the operation of the Property; or . For purposes of this Agreement, "Hazardous Materials" shall mean, at any time, (xia) any substance that is then defined or listed in, or otherwise classified pursuant to, any Environmental Laws or any occupational safety and health laws as a "hazardous substance," "hazardous contaminants," "hazardous constituents," "hazardous material," "hazardous waste," "infectious waste," "toxic substance," "toxic pollutant," "toxic emission," "air contaminant" or any other aspectformulation intended to define, characteristic list, or feature regarding the Property. Buyer acknowledges that Buyerclassify substances by reason of deleterious properties such as ignitability, immediately prior to the Effective Datecorrosivity, has occupied the Propertyreactivity, and that upon expiration of the Approval Periodradioactivity, Buyer will have been afforded the full and complete opportunity to make all such inspections as it desires of the Property and all factors relevant to its continued use and occupancy thereof.carcinogenicity, toxicity, reproductive toxicity, or "EP toxicity,"

AS-IS. BUYER SPECIFICALLY A. RPD ACKNOWLEDGES THAT THE CONVEYANCE OF THE DISTRICT PROPERTY IS MADE “AS-IS” AND AGREES THAT SELLER IS SELLING AND BUYER IS PURCHASING THE PROPERTY ON AN “AS WHERE-IS, WHERE IS, WITH ALL FAULTS AND DEFECTS,” BASIS AND THAT BUYER IS NOT RELYING ON WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVERWARRANTIES, EXPRESS OR IMPLIED, FROM SELLER, ITS AGENTS OR BROKER IMPLIED (EXCEPT AS TO TITLE AS LIMITED BY SPECIAL WARRANTY OR ANY MATTERS CONCERNING THE PROPERTY(unless EXPRESS REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS AGREEMENT). RPD further acknowledges that, except as expressly set forth herein)provided in this Agreement, INCLUDING: neither DISTRICT nor any of its agents has made any representations, warranties, covenants, agreements, or guarantees of any kind or character, whether express or implied, oral or written, concerning (i) the qualityvalue, nature, adequacy and physical quality, or condition and aspects of the District Property; , (ii) the quality, nature, adequacy, and physical condition of soils, geology and any groundwater; (iii) the existence, quality, nature, adequacy and physical condition of utilities serving the Real Property; (iv) the development potential suitability of the Real Property, and the Real Property’s and Personal Property’s use, habitability, merchantability, or fitness, or the suitability, value or adequacy of the Real Property and the Personal District Property for any particular purpose; uses which may be conducted thereon, (v) the zoning or other legal status of the Real Property or any other public or private restrictions on use of the Real Property and the Personal Property; (viiii) the compliance of the Real Property and the Personal District Property with any applicable codes, laws, regulationsrules, statutes, ordinances, covenants, conditions and restrictions ordinances or regulations of any applicable governmental or quasi-governmental entity or of any other person or entity authority, (including the Americans with Disabilities Act); (viiiv) the presence habitability, merchantability, marketability, profitability or release of any hazardous materials on, under or about the Real Property or the adjoining or neighboring property; (viii) the condition of title to the Property; (ix) the condition fitness for a particular purpose of the Personal District Property; (x) the economics of the operation of the Property; , or (xiv) any other aspect, characteristic or feature regarding the Property. Buyer acknowledges that Buyer, immediately prior matter with respect to the Effective Date, has occupied the District Property, and that upon expiration neither DISTRICT nor any of its agents has made any representations or warranties regarding compliance of the Approval PeriodDistrict Property with any environmental requirements. B. DISTRICT ACKNOWLEDGES THAT THE CONVEYANCE OF THE RPD PROPERTY IS MADE “AS-IS” AND “WHERE-IS,” WITHOUT ANY REPRESENTATIONS OR WARRANTIES, Buyer will have been afforded EXPRESS OR IMPLIED (EXCEPT AS TO TITLE AS LIMITED BY SPECIAL WARRANTY OR ANY EXPRESS REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS AGREEMENT). DISTRICT further acknowledges that, except as expressly provided in this Agreement, neither RPD nor any of its agents has made any representations, warranties, covenants, agreements, or guarantees of any kind or character, whether express or implied, oral or written, concerning (i) the full and complete opportunity to make all such inspections as it desires value, nature, quality, or condition of the RPD Property, (ii) the suitability of the RPD Property for any uses which may be conducted thereon, (iii) the compliance of the RPD Property with any laws, rules, ordinances or regulations of any applicable governmental authority, (iv) the habitability, merchantability, marketability, profitability or fitness for a particular purpose of the RPD Property, or (v) any other matter with respect to the RPD Property, and all factors relevant to that neither RPD nor any of its continued use and occupancy thereofagents has made any representations or warranties regarding compliance of the RPD Property with any environmental requirements. C. The provisions of this Section 5 shall survive Closing or any termination of this Agreement.

AS-IS. As of the expiration of the Due Diligence Period, Buyer will have: (a) examined and inspected the Property and will know and be satisfied with the physical condition, quality, quantity and state of repair of the Property in all respects (including, without limitation, the compliance of the Real Property with the Americans With Disabilities Act of 1990 Pub.L. 101-336, 104 Stat. 327 (1990), and any comparable local or state laws (collectively, the “ADA”)) and by proceeding with this transaction following the expiration of the Due Diligence Period shall be deemed to have determined that the same is satisfactory to Buyer; (b) reviewed the Property Information and all instruments, records and documents which Buyer deems appropriate or advisable to review in connection with this transaction, including, but not by way of limitation, any and all architectural drawings, plans, specifications, surveys, building and occupancy permits, and any licenses, leases, contracts, warranties and guarantees relating to the Real Property or the business conducted thereon, and Buyer, by proceeding with this transaction following the expiration of the Due Diligence Period, shall be deemed to have determined that the same and the information and data contained therein and evidenced thereby are satisfactory to Buyer; (c) reviewed all applicable laws, ordinances, rules and governmental regulations (including, but not limited to, those relating to building, zoning and land use) affecting the development, use, occupancy or enjoyment of the Real Property, and Buyer, by proceeding with this transaction following the expiration of the Due Diligence Period, shall be deemed to have determined that the same are satisfactory to Buyer; and (d) at its own cost and expense, made its own independent investigation respecting the Property and all other aspects of this transaction, and shall have relied thereon and on the advice of its consultants in entering into this Agreement, and Buyer, by proceeding with this transaction following the expiration of the Due Diligence Period, shall be deemed to have determined that the same are satisfactory to Buyer. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND EXCEPT FOR SELLER’S REPRESENTATIONS AND WARRANTIES IN SECTION 11.1 OF THIS AGREEMENT AND ANY WARRANTIES OF TITLE CONTAINED IN THE DEED DELIVERED AT THE CLOSE OF ESCROW (“SELLER’S WARRANTIES”), THIS SALE IS MADE AND WILL BE MADE WITHOUT REPRESENTATION, COVENANT, OR WARRANTY OF ANY KIND (WHETHER EXPRESS, IMPLIED, OR, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, STATUTORY) BY SELLER. AS A MATERIAL PART OF THE CONSIDERATION FOR THIS AGREEMENT, BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT SELLER IS SELLING AND BUYER IS PURCHASING TO ACCEPT THE PROPERTY ON AN “AS IS, ” AND “WHERE IS” BASIS, WITH ALL FAULTS FAULTS, AND WITHOUT ANY REPRESENTATION OR WARRANTY, ALL OF WHICH SELLER HEREBY DISCLAIMS, EXCEPT FOR SELLER’S WARRANTIES. EXCEPT FOR SELLER’S WARRANTIES, NO WARRANTY OR REPRESENTATION IS MADE BY SELLER AS TO FITNESS FOR ANY PARTICULAR PURPOSE, MERCHANTABILITY, DESIGN, QUALITY, CONDITION, OPERATION OR INCOME, COMPLIANCE WITH DRAWINGS OR SPECIFICATIONS, ABSENCE OF DEFECTS” BASIS , ABSENCE OF HAZARDOUS OR TOXIC SUBSTANCES, ABSENCE OF FAULTS, FLOODING, OR COMPLIANCE WITH LAWS AND REGULATIONS INCLUDING, WITHOUT LIMITATION, THOSE RELATING TO HEALTH, SAFETY, AND THE ENVIRONMENT (INCLUDING, WITHOUT LIMITATION, THE ADA). BUYER ACKNOWLEDGES THAT ▇▇▇▇▇ HAS ENTERED INTO THIS AGREEMENT WITH THE INTENTION OF MAKING AND RELYING UPON ITS OWN INVESTIGATION OF THE PHYSICAL, ENVIRONMENTAL, ECONOMIC USE, COMPLIANCE, AND LEGAL CONDITION OF THE PROPERTY AND THAT BUYER IS NOT NOW RELYING, AND WILL NOT LATER RELY, UPON ANY REPRESENTATIONS AND WARRANTIES MADE BY SELLER OR ANYONE ACTING OR CLAIMING TO ACT, BY, THROUGH OR UNDER OR ON SELLER’S BEHALF CONCERNING THE PROPERTY. ADDITIONALLY, BUYER AND SELLER HEREBY AGREE THAT (A) EXCEPT FOR SELLER’S WARRANTIES, BUYER IS TAKING THE PROPERTY “AS IS” WITH ALL LATENT AND PATENT DEFECTS AND THAT EXCEPT FOR SELLER’S WARRANTIES, THERE IS NO WARRANTY BY SELLER THAT THE PROPERTY IS FIT FOR A PARTICULAR PURPOSE, (B) EXCEPT FOR SELLER’S WARRANTIES, BUYER IS SOLELY RELYING ON UPON ITS EXAMINATION OF THE PROPERTY, AND (C) BUYER TAKES THE PROPERTY UNDER THIS AGREEMENT UNDER THE EXPRESS UNDERSTANDING THAT THERE ARE NO EXPRESS OR IMPLIED WARRANTIES (EXCEPT FOR THE LIMITED WARRANTIES OF TITLE SET FORTH IN THE DEED AND SELLER’S WARRANTIES). WITH RESPECT TO THE FOLLOWING, ▇▇▇▇▇ FURTHER ACKNOWLEDGES AND AGREES THAT SELLER SHALL NOT HAVE ANY LIABILITY, OBLIGATION OR RESPONSIBILITY OF ANY KIND AND THAT SELLER HAS MADE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVERKIND: 1. THE CONTENT OR ACCURACY OF ANY REPORT, EXPRESS STUDY, OPINION OR IMPLIEDCONCLUSION OF ANY SOILS, FROM SELLERTOXIC, ENVIRONMENTAL OR OTHER ENGINEER OR OTHER PERSON OR ENTITY WHO HAS EXAMINED THE PROPERTY OR ANY ASPECT THEREOF; 2. THE CONTENT OR ACCURACY OF ANY OF THE ITEMS (INCLUDING, WITHOUT LIMITATION, THE PROPERTY INFORMATION) DELIVERED TO BUYER PURSUANT TO BUYER’S REVIEW OF THE CONDITION OF THE PROPERTY; OR 3. THE CONTENT OR ACCURACY OF ANY PROJECTION, FINANCIAL OR MARKETING ANALYSIS OR OTHER INFORMATION GIVEN TO BUYER BY SELLER OR REVIEWED BY BUYER WITH RESPECT TO THE PROPERTY. ▇▇▇▇▇ ALSO ACKNOWLEDGES THAT THE REAL PROPERTY MAY OR MAY NOT CONTAIN ASBESTOS AND, IF THE REAL PROPERTY CONTAINS ASBESTOS, THAT BUYER MAY OR MAY NOT BE REQUIRED TO REMEDIATE ANY ASBESTOS CONDITION IN ACCORDANCE WITH APPLICABLE LAW. BUYER IS A SOPHISTICATED REAL ESTATE INVESTOR AND IS, OR WILL BE AS OF THE CLOSE OF ESCROW, FAMILIAR WITH THE REAL PROPERTY AND ITS AGENTS SUITABILITY FOR BUYER’S INTENDED USE. THE PROVISIONS OF THIS SECTION 11.2 SHALL SURVIVE INDEFINITELY ANY CLOSING OR BROKER AS TO ANY MATTERS CONCERNING TERMINATION OF THIS AGREEMENT AND SHALL NOT BE MERGED INTO THE PROPERTY(unless expressly set forth herein), INCLUDING: (i) the quality, nature, adequacy and physical condition and aspects of the Property; (ii) the quality, nature, adequacy, and physical condition of soils, geology and any groundwater; (iii) the existence, quality, nature, adequacy and physical condition of utilities serving the Real Property; (iv) the development potential of the Real Property, and the Real Property’s and Personal Property’s use, habitability, merchantability, or fitness, or the suitability, value or adequacy of the Real Property and the Personal Property for any particular purpose; (v) the zoning or other legal status of the Real Property or any other public or private restrictions on use of the Real Property and the Personal Property; (vi) the compliance of the Real Property and the Personal Property with any applicable codes, laws, regulations, statutes, ordinances, covenants, conditions and restrictions of any governmental or quasi-governmental entity or of any other person or entity (including the Americans with Disabilities Act); (vii) the presence or release of any hazardous materials on, under or about the Real Property or the adjoining or neighboring property; (viii) the condition of title to the Property; (ix) the condition of the Personal Property; (x) the economics of the operation of the Property; or (xi) any other aspect, characteristic or feature regarding the PropertyDOCUMENTS EXECUTED AT CLOSE OF ESCROW. Buyer acknowledges that Buyer, immediately prior to the Effective Date, has occupied the Property, and that upon expiration of the Approval Period, Buyer will have been afforded the full and complete opportunity to make all such inspections as it desires of the Property and all factors relevant to its continued use and occupancy thereof./s/ BAK BUYER’S INITIALS

AS-IS. As of the expiration of the Due Diligence Period, Buyer will have: (A) examined and inspected the Property and will know and be satisfied with the physical condition, quality, quantity and state of repair of the Property in all respects (including, without limitation, the compliance of the Real Property with the Americans With Disabilities Act of 1990 Pub.L. 101-336, 104 Stat. 327 (1990), and any comparable local or state laws (collectively, the “ADA”)) and by proceeding with this transaction following the expiration of the Due Diligence Period shall be deemed to have determined that the same is satisfactory to Buyer; (B) reviewed the Property Information and all instruments, records and documents which Buyer deems appropriate or advisable to review in connection with this transaction, including, but not by way of limitation, any and all architectural drawings, plans, specifications, surveys, building and occupancy permits, and any licenses, leases, contracts, warranties and guarantees relating to the Real Property or the business conducted thereon, and Buyer, by proceeding with this transaction following the expiration of the Due Diligence Period, shall be deemed to have determined that the same and the information and data contained therein and evidenced thereby are satisfactory to Buyer; (C) reviewed all applicable laws, ordinances, rules and governmental regulations (including, but not limited to, those relating to building, zoning and land use) affecting the development, use, occupancy or enjoyment of the Real Property, and Buyer, by proceeding with this transaction following the expiration of the Due Diligence Period, shall be deemed to have determined that the same are satisfactory to Buyer; and (D) at its own cost and expense, made its own independent investigation respecting the Property and all other aspects of this transaction, and shall have relied thereon and on the advice of its consultants in entering into this Agreement, and Buyer, by proceeding with this transaction following the expiration of the Due Diligence Period, shall be deemed to have determined that the same are satisfactory to Buyer. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND EXCEPT FOR SELLER’S REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, IN SECTION 11.1 OF THIS AGREEMENT AND ANY WARRANTIES OF TITLE CONTAINED IN THE DEED DELIVERED AT THE CLOSE OF ESCROW OR IN ANY OTHER DOCUMENTS DELIVERED BY SELLER AT THE CLOSE OF ESCROW (“SELLER’S WARRANTIES”), THIS SALE IS MADE AND WILL BE MADE WITHOUT REPRESENTATION, COVENANT, OR WARRANTY OF ANY KIND (WHETHER EXPRESS, IMPLIED, OR, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, STATUTORY) BY SELLER. AS A MATERIAL PART OF THE CONSIDERATION FOR THIS AGREEMENT, BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT SELLER IS SELLING AND BUYER IS PURCHASING TO ACCEPT THE PROPERTY ON AN “AS IS, ” AND “WHERE IS” BASIS, WITH ALL FAULTS FAULTS, AND WITHOUT ANY REPRESENTATION OR WARRANTY, ALL OF WHICH SELLER HEREBY DISCLAIMS, EXCEPT FOR SELLER’S WARRANTIES. EXCEPT FOR SELLER’S WARRANTIES, NO WARRANTY OR REPRESENTATION IS MADE BY SELLER AS TO FITNESS FOR ANY PARTICULAR PURPOSE, MERCHANTABILITY, DESIGN, QUALITY, CONDITION, OPERATION OR INCOME, COMPLIANCE WITH DRAWINGS OR SPECIFICATIONS, ABSENCE OF DEFECTS” BASIS , ABSENCE OF HAZARDOUS OR TOXIC SUBSTANCES, ABSENCE OF FAULTS, FLOODING, OR COMPLIANCE WITH LAWS AND REGULATIONS INCLUDING, WITHOUT LIMITATION, THOSE RELATING TO HEALTH, SAFETY, AND THE ENVIRONMENT (INCLUDING, WITHOUT LIMITATION, THE ADA). BUYER ACKNOWLEDGES THAT BUYER HAS ENTERED INTO THIS AGREEMENT WITH THE INTENTION OF MAKING AND RELYING UPON THE SELLER’S WARRANTIES AND ITS OWN INVESTIGATION OF THE PHYSICAL, ENVIRONMENTAL, ECONOMIC USE, COMPLIANCE, AND LEGAL CONDITION OF THE PROPERTY AND THAT BUYER IS NOT NOW RELYING, AND WILL NOT LATER RELY, UPON ANY REPRESENTATIONS AND WARRANTIES (EXCEPT FOR SELLER’S WARRANTIES) MADE BY SELLER OR ANYONE ACTING OR CLAIMING TO ACT, BY, THROUGH OR UNDER OR ON SELLER’S BEHALF CONCERNING THE PROPERTY. ADDITIONALLY, BUYER AND SELLER HEREBY AGREE THAT (A) EXCEPT FOR SELLER’S WARRANTIES, BUYER IS TAKING THE PROPERTY “AS IS” WITH ALL LATENT AND PATENT DEFECTS AND THAT EXCEPT FOR SELLER’S WARRANTIES, THERE IS NO WARRANTY BY SELLER THAT THE PROPERTY IS FIT FOR A PARTICULAR PURPOSE, (B) EXCEPT FOR SELLER’S WARRANTIES, BUYER IS SOLELY RELYING ON UPON ITS EXAMINATION OF THE PROPERTY, AND (C) BUYER TAKES THE PROPERTY UNDER THIS AGREEMENT UNDER THE EXPRESS UNDERSTANDING THAT THERE ARE NO EXPRESS OR IMPLIED WARRANTIES (EXCEPT FOR THE LIMITED WARRANTIES OF TITLE SET FORTH IN THE DEED AND SELLER’S WARRANTIES OR IN ANY OTHER DOCUMENTS DELIVERED BY SELLER AT THE CLOSE OF ESCROW). WITH RESPECT TO THE FOLLOWING, BUYER FURTHER ACKNOWLEDGES AND AGREES THAT SELLER SHALL NOT HAVE ANY LIABILITY, OBLIGATION OR RESPONSIBILITY OF ANY KIND AND THAT SELLER HAS MADE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVERKIND: 1. THE CONTENT OR ACCURACY OF ANY REPORT, EXPRESS STUDY, OPINION OR IMPLIEDCONCLUSION OF ANY SOILS, FROM SELLERTOXIC, ENVIRONMENTAL OR OTHER ENGINEER OR OTHER PERSON OR ENTITY WHO HAS EXAMINED THE PROPERTY OR ANY ASPECT THEREOF; 2. THE CONTENT OR ACCURACY OF ANY OF THE ITEMS (INCLUDING, WITHOUT LIMITATION, THE PROPERTY INFORMATION DELIVERED TO BUYER PURSUANT TO BUYER’S REVIEW OF THE CONDITION OF THE PROPERTY; OR 3. THE CONTENT OR ACCURACY OF ANY PROJECTION, FINANCIAL OR MARKETING ANALYSIS OR OTHER INFORMATION GIVEN TO BUYER BY SELLER OR REVIEWED BY BUYER WITH RESPECT TO THE PROPERTY. BUYER ALSO ACKNOWLEDGES THAT THE REAL PROPERTY MAY OR MAY NOT CONTAIN ASBESTOS AND, IF THE REAL PROPERTY CONTAINS ASBESTOS, THAT BUYER MAY OR MAY NOT BE REQUIRED TO REMEDIATE ANY ASBESTOS CONDITION IN ACCORDANCE WITH APPLICABLE LAW. BUYER IS A SOPHISTICATED REAL ESTATE INVESTOR AND IS, OR WILL BE AS OF THE CLOSE OF ESCROW, FAMILIAR WITH THE REAL PROPERTY AND ITS AGENTS SUITABILITY FOR BUYER’S INTENDED USE. THE PROVISIONS OF THIS SECTION 11.2 SHALL SURVIVE INDEFINITELY ANY CLOSING OR BROKER AS TO ANY MATTERS CONCERNING TERMINATION OF THIS AGREEMENT AND SHALL NOT BE MERGED INTO THE PROPERTY(unless expressly set forth herein), INCLUDING: (i) the quality, nature, adequacy and physical condition and aspects of the Property; (ii) the quality, nature, adequacy, and physical condition of soils, geology and any groundwater; (iii) the existence, quality, nature, adequacy and physical condition of utilities serving the Real Property; (iv) the development potential of the Real Property, and the Real Property’s and Personal Property’s use, habitability, merchantability, or fitness, or the suitability, value or adequacy of the Real Property and the Personal Property for any particular purpose; (v) the zoning or other legal status of the Real Property or any other public or private restrictions on use of the Real Property and the Personal Property; (vi) the compliance of the Real Property and the Personal Property with any applicable codes, laws, regulations, statutes, ordinances, covenants, conditions and restrictions of any governmental or quasi-governmental entity or of any other person or entity (including the Americans with Disabilities Act); (vii) the presence or release of any hazardous materials on, under or about the Real Property or the adjoining or neighboring property; (viii) the condition of title to the Property; (ix) the condition of the Personal Property; (x) the economics of the operation of the Property; or (xi) any other aspect, characteristic or feature regarding the PropertyDOCUMENTS EXECUTED AT CLOSE OF ESCROW. Buyer acknowledges that Buyer, immediately prior to the Effective Date, has occupied the Property, and that upon expiration of the Approval Period, Buyer will have been afforded the full and complete opportunity to make all such inspections as it desires of the Property and all factors relevant to its continued use and occupancy thereof.BUYER’S INITIALS

AS-IS. BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT SELLER IS SELLING AND BUYER IS PURCHASING THE PROPERTY ON AN “AS ISAs of Closing, WHERE ISBuyer will have examined and inspected the Purchased Assets, WITH ALL FAULTS AND DEFECTS” BASIS AND THAT BUYER IS NOT RELYING ON ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, FROM SELLER, ITS AGENTS OR BROKER AS TO ANY MATTERS CONCERNING THE PROPERTY(unless expressly set forth herein), INCLUDING: (i) the quality, nature, adequacy and physical condition and aspects of the Property; (ii) the quality, nature, adequacy, and physical condition of soils, geology and any groundwater; (iii) the existence, quality, nature, adequacy and physical condition of utilities serving the Real Property; (iv) the development potential of including the Real Property, and will know and be satisfied with the Real Property’s physical condition, quality, quantity and Personal Property’s use, habitability, merchantability, or fitness, or the suitability, value or adequacy state of repair of the Real Property and the Personal Property for any particular purpose; Purchased Assets in all respects (v) the zoning or other legal status of the Real Property or any other public or private restrictions on use of the Real Property and the Personal Property; (vi) including, without limitation, the compliance of the Real Property with the Americans With Disabilities Act of 1990 Pub.L. 101-336, 104 Stat. 327 (1990), and any comparable local or state laws (collectively, the Personal "ADA")); reviewed the Property Information and all instruments, records and documents which Buyer deems appropriate or advisable to review in connection with any this transaction; reviewed all applicable codes, laws, regulations, statutes, ordinances, covenantsrules and governmental regulations (including, conditions but not limited to, those relating to building, zoning and restrictions land use) affecting the development, use, occupancy or enjoyment of any governmental or quasi-governmental entity or of any other person or entity (including the Americans with Disabilities Act); (vii) the presence or release of any hazardous materials on, under or about the Real Property or the adjoining or neighboring property; (viii) the condition of title to the Property; (ix) at its own cost and expense, made its own independent investigation respecting the condition Purchased Assets and all other aspects of this transaction, and shall have relied thereon and on the Personal Propertyadvice of its consultants in entering into this Agreement; (x) the economics of the operation of the Property; or (xi) any other aspect, characteristic or feature regarding the Property. Buyer acknowledges that and Buyer, immediately prior by proceeding with the Closing of this transaction, shall be deemed to have determined that the Effective Datesame are satisfactory to Buyer. BUYER HEREBY ACKNOWLEDGES THAT THE PURCHASED ASSETS ARE PROPERTY USED FOR BUSINESS PURPOSES AND NOT RESIDENTIAL REAL PROPERTY AND AGREES THAT THE REAL PROPERTY IS EXEMPT FROM, has occupied the PropertyAND THAT SELLER IS NOT REQUIRED TO PROVIDE, and that upon expiration of the Approval PeriodANY RESIDENTIAL PROPERTY DISCLOSURES WITH RESPECT TO THE REAL PROPERTY. BUYER HEREBY ACKNOWLEDGES AND AGREES THAT THIS SALE IS MADE AND WILL BE MADE WITHOUT REPRESENTATION, Buyer will have been afforded the full and complete opportunity to make all such inspections as it desires of the Property and all factors relevant to its continued use and occupancy thereofCOVENANT, OR WARRANTY OF ANY KIND (WHETHER EXPRESS, IMPLIED, OR, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, STATUTORY) BY SELLER. AS A MATERIAL PART OF THE CONSIDERATION FOR THIS AGREEMENT, BUYER AGREES TO ACCEPT THE PURCHASED ASSETS, INCLUDING WITHOUT LIMITATION THE REAL PROPERTY, ON AN "AS IS" AND "WHERE IS" BASIS, WITH ALL FAULTS, AND WITHOUT ANY REPRESENTATION OR WARRANTY, ALL OF WHICH SELLER HEREBY DISCLAIMS. NO WARRANTY OR REPRESENTATION IS MADE BY SELLER AS TO FITNESS FOR ANY PARTICULAR PURPOSE, MERCHANTABILITY, DESIGN, QUALITY, CONDITION, OPERATION OR INCOME, COMPLIANCE WITH DRAWINGS OR SPECIFICATIONS, ABSENCE OF DEFECTS, ABSENCE OF HAZARDOUS OR TOXIC SUBSTANCES, ABSENCE OF FAULTS, FLOODING, OR COMPLIANCE WITH LAWS AND REGULATIONS INCLUDING, WITHOUT LIMITATION, THOSE RELATING TO HEALTH, SAFETY, AND THE ENVIRONMENT (INCLUDING, WITHOUT LIMITATION, THE ADA). BUYER ACKNOWLEDGES THAT BUYER HAS ENTERED INTO THIS AGREEMENT WITH THE INTENTION OF MAKING AND RELYING UPON ITS OWN INVESTIGATION OF THE PHYSICAL, ENVIRONMENTAL, ECONOMIC USE, COMPLIANCE, AND LEGAL CONDITION OF THE PURCHASED ASSETS, INCLUDING WITHOUT LIMITATION THE REAL PROPERTY, AND THAT BUYER IS NOT NOW RELYING, AND WILL NOT LATER RELY, UPON ANY REPRESENTATIONS AND WARRANTIES MADE BY SELLER OR ANYONE ACTING OR CLAIMING TO ACT, BY, THROUGH OR UNDER OR ON SELLER'S BEHALF CONCERNING THE PURCHASED ASSETS. ADDITIONALLY, BUYER AND SELLER HEREBY AGREE THAT (A) BUYER IS TAKING THE REAL PROPERTY "AS IS" WITH ALL LATENT AND PATENT DEFECTS AND THAT THERE IS NO WARRANTY BY SELLER THAT THE REAL PROPERTY IS FIT FOR A PARTICULAR PURPOSE, (B) BUYER IS SOLELY RELYING UPON ITS EXAMINATION OF THE REAL PROPERTY, AND (C) BUYER TAKES THE REAL PROPERTY UNDER THIS AGREEMENT WITH THE EXPRESS UNDERSTANDING THAT THERE ARE NO EXPRESS OR IMPLIED WARRANTIES. BUYER IS, OR WILL BE AS OF THE CLOSING, FAMILIAR WITH THE REAL PROPERTY AND ITS SUITABILITY FOR BUYER'S INTENDED USE. THE PROVISIONS OF THIS SECTION 10.2 SHALL SURVIVE THE CLOSING OR ANY TERMINATION OF THIS AGREEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, BUYER ACKNOWLEDGES THAT THE REAL PROPERTY MAY OR MAY NOT CONTAIN ASBESTOS AND/OR LEAD PAINT AND, THAT BUYER MAY OR MAY NOT BE REQUIRED TO REMEDIATE ANY ASBESTOS OR LEAD PAINT CONDITION IN ACCORDANCE WITH APPLICABLE LAW.