Common use of As-Is Purchase Clause in Contracts

As-Is Purchase. SUBJECT TO SELLER'S EXPRESS REPRESENTATIONS SET FORTH IN THIS AGREEMENT HEREOF AND IN THE DOCUMENTS DELIVERED AT CLOSING (COLLECTIVELY, THE "SELLER REPRESENTATIONS"), PURCHASER ACKNOWLEDGES THAT PURCHASER WILL HAVE INSPECTED THE SUBJECT PREMISES AND THAT PURCHASER HAS ENTERED INTO THIS AGREEMENT BASED UPON ITS ABILITY TO MAKE SUCH EXAMINATION AND INSPECTION. EXCEPT AS EXPRESSLY SET FORTH IN SELLER REPRESENTATIONS, THE SUBJECT PREMISES IS BEING SOLD IN AN AS-IS" CONDITION AND "WITH ALL FAULTS" AS OF THE CLOSING DATE. EXCEPT AS EXPRESSLY SET FORTH IN SELLER REPRESENTATIONS, NO OTHER REPRESENTATIONS OR WARRANTIES HAVE BEEN MADE OR ARE MADE AND NO RESPONSIBILITY HAS BEEN OR IS ASSUMED BY SELLER OR BY ANY DIRECTOR, OFFICER, PERSON, FIRM, AGENT OR REPRESENTATIVE ACTING OR PURPORTING TO ACT ON BEHALF OF SELLER. THE PARTIES AGREE THAT ALL UNDERSTANDINGS AND AGREEMENTS HERETOFORE MADE BETWEEN THEM OR THEIR RESPECTIVE AGENTS OR REPRESENTATIVES ARE MERGED IN THIS AGREEMENT, OTHER THAN AS EXPRESSLY SET FORTH IN SELLER REPRESENTATIONS, WHICH, COLLECTIVELY, FULLY AND COMPLETELY EXPRESS THE PARTIES' AGREEMENT. PURCHASER ACKNOWLEDGES THAT THE PURCHASE PRICE REFLECTS THE "AS-IS" NATURE OF THIS SALE AND ANY FAULTS, LIABILITIES, DEFECTS OR OTHER ADVERSE MATTERS THAT MAY BE ASSOCIATED WITH THE SUBJECT PREMISES, SUBJECT TO THE SELLER REPRESENTATIONS. PURCHASER HAS FULLY REVIEWED THE DISCLAIMERS AND WAIVERS SET FORTH IN THIS AGREEMENT WITH ITS COUNSEL AND UNDERSTANDS THE SIGNIFICANCE AND EFFECT THEREOF. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, THE TERMS AND PROVISIONS OF THIS SECTION IL.D SHALL SURVIVE THE CLOSING INDEFINITELY.

As-Is Purchase. SUBJECT TO SELLER'S EXPRESS EXCEPT FOR SUCH SELLER REPRESENTATIONS AND WARRANTIES AS ARE EXPRESSLY SET FORTH IN THIS AGREEMENT HEREOF AND IN THE OR ANY OTHER DOCUMENTS DELIVERED AT THE CLOSING (COLLECTIVELY, THE "SELLER REPRESENTATIONS")HEREUNDER, PURCHASER ACKNOWLEDGES THAT PURCHASER WILL HAVE INSPECTED IS ACQUIRING THE SUBJECT PREMISES PROPERTY IN ITS “AS IS” CONDITION, WITH ALL FAULTS, AND THAT PURCHASER HAS ENTERED INTO THIS AGREEMENT BASED UPON ITS ABILITY TO MAKE SUCH EXAMINATION WITHOUT ANY WARRANTY, EXPRESS, IMPLIED OR STATUTORY, ALL OF WHICH ARE HEREBY WAIVED AND INSPECTIONDISCLAIMED BY PURCHASER. EXCEPT OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR IN ANY OTHER DOCUMENTS DELIVERED AT THE CLOSING HEREUNDER, NO SELLER REPRESENTATIONSRELATED PARTIES HAS MADE ANY REPRESENTATIONS OR WARRANTIES, DIRECT OR INDIRECT, ORAL OR WRITTEN, EXPRESS OR IMPLIED, TO PURCHASER OR ANY AGENTS, REPRESENTATIVES, CONTRACTORS OR EMPLOYEES OF PURCHASER WITH RESPECT TO THE CONDITION OR CONSTRUCTION OF THE PROPERTY, ITS FITNESS FOR ANY PARTICULAR PURPOSE, ITS MERCHANTABILITY, ITS COMPLIANCE WITH ANY LAWS, ZONING REGULATIONS, OR OTHERWISE AND PURCHASER IS NOT AWARE OF AND DOES NOT RELY UPON ANY SUCH REPRESENTATION. PURCHASER ACKNOWLEDGES THAT THE INSPECTION PERIOD WILL HAVE AFFORDED PURCHASER THE OPPORTUNITY TO MAKE SUCH INSPECTIONS (OR HAVE SUCH INSPECTIONS MADE BY CONSULTANTS) AS IT DESIRES OF THE PROPERTY AND ALL FACTS RELEVANT TO ITS USE, INCLUDING, WITHOUT LIMITATION, THE SUBJECT PREMISES IS BEING SOLD IN AN AS-IS" INTERIOR, EXTERIOR, STRUCTURE, AND CONSTRUCTION OF ALL IMPROVEMENTS, IF ANY, AND THE CONDITION OF SOILS AND "WITH ALL FAULTS" AS OF THE CLOSING DATESUBSURFACES. EXCEPT FOR SUCH SELLER REPRESENTATIONS AND WARRANTIES AS ARE EXPRESSLY SET FORTH IN THIS AGREEMENT OR ANY OTHER DOCUMENTS DELIVERED AT THE CLOSING HEREUNDER, SELLER REPRESENTATIONS, NO OTHER REPRESENTATIONS OR WARRANTIES HAVE BEEN MADE OR ARE MADE AND NO RESPONSIBILITY HAS BEEN OR IS ASSUMED BY SELLER OR BY ANY DIRECTOR, OFFICER, PERSON, FIRM, AGENT OR REPRESENTATIVE EACH PERSON ACTING OR PURPORTING TO ACT ON BEHALF OF SELLERSELLER HAS NOT, DOES NOT AND WILL NOT MAKE ANY REPRESENTATIONS OR WARRANTIES WITH REGARD TO (A) COMPLIANCE WITH ANY ENVIRONMENTAL LAWS OR LAND USE LAWS, RULES, REGULATIONS, ORDERS, OR REQUIREMENTS INCLUDING, BUT NOT LIMITED TO, THOSE PERTAINING TO THE HANDLING, GENERATING, TREATING, STORING OR DISPOSING OF ANY HAZARDOUS SUBSTANCES OR (B) ABSENCE OF ANY CLAIMS, WHETHER ASSERTED OR UNASSERTED, WITH RESPECT TO COMPLIANCE WITH ENVIRONMENTAL LAWS OR ENVIRONMENTAL CONDITIONS AT THE PROPERTY. EXCEPT WITH RESPECT TO A BREACH BY SELLER OF ANY REPRESENTATION OR WARRANTY EXPRESSLY CONTAINED IN THIS AGREEMENT AND MATTERS FOR WHICH SELLER INDEMNIFIES PURCHASER IN THIS AGREEMENT (AND SUBJECT TO THE TERMS OF THIS AGREEMENT), PURCHASER HEREBY WAIVES, RELEASES AND FOREVER DISCHARGES THE SELLER RELATED PARTIES AGREE THAT OF AND FROM ANY AND ALL UNDERSTANDINGS CLAIMS, ACTIONS, CAUSES OF ACTION, DEMANDS, RIGHTS, DAMAGES, LIABILITIES AND AGREEMENTS HERETOFORE MADE BETWEEN THEM COSTS WHATSOEVER, DIRECT OR THEIR RESPECTIVE AGENTS INDIRECT, KNOWN OR REPRESENTATIVES ARE MERGED UNKNOWN, WHICH PURCHASER NOW HAS OR WHICH MAY ARISE IN THE FUTURE AGAINST ANY OF THE SELLER RELATED PARTIES OR ANY SUCH OTHER PARTIES RELATED IN ANY WAY TO THE PROPERTY, INCLUDING, WITHOUT LIMITATION, ITS CONSTRUCTION, VALUE, COMPLIANCE WITH LAWS, ZONING REGULATIONS, COMPLIANCE WITH ENVIRONMENTAL LAWS OR THE PRESENCE OF HAZARDOUS SUBSTANCES OR IN ANY WAY RELATING TO THE PHYSICAL CONDITION OF THE PROPERTY. IN FURTHERANCE OF THE FOREGOING SENTENCE AND NOT IN LIMITATION THEREOF, EXCEPT AS OTHERWISE PERMITTED BY THE TERMS OF THIS AGREEMENT, OTHER THAN AS EXPRESSLY SET FORTH IN PURCHASER HEREBY AGREES NOT TO ASSERT ANY CLAIM FOR CONTRIBUTION, COST, RECOVERY OR OTHERWISE AGAINST THE SELLER REPRESENTATIONSRELATED PARTIES (WHETHER ARISING UNDER STATUTORY LAW, WHICHCOMMON LAW, COLLECTIVELYFEDERAL LAW, FULLY AND COMPLETELY EXPRESS THE PARTIES' AGREEMENT. PURCHASER ACKNOWLEDGES THAT THE PURCHASE PRICE REFLECTS THE "AS-IS" NATURE OF THIS SALE AND ANY FAULTS, LIABILITIES, DEFECTS STATE LAW OR OTHER ADVERSE MATTERS THAT MAY BE ASSOCIATED WITH THE SUBJECT PREMISES, SUBJECT OTHERWISE) RELATING DIRECTLY OR INDIRECTLY TO THE PHYSICAL CONDITION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, THE EXISTENCE OF OIL, LEAD PAINT, ASBESTOS, OR HAZARDOUS MATERIALS OR SUBSTANCES ON, OR THE ENVIRONMENTAL CONDITION OF, THE PROPERTY, WHETHER KNOWN OR UNKNOWN. NOTWITHSTANDING THE FOREGOING, PURCHASER’S RELEASE OF SELLER REPRESENTATIONS. PURCHASER HAS FULLY REVIEWED AND THE DISCLAIMERS AND WAIVERS SET FORTH SELLER RELATED PARTIES IN THIS AGREEMENT WITH ITS COUNSEL AND UNDERSTANDS SECTION 6 DOES NOT APPLY TO ANY CONTRIBUTION CLAIMS WHICH MAY ARISE FROM A THIRD PARTY CLAIM ASSERTED AGAINST PURCHASER AFTER CLOSING DUE TO AN ACT OF SELLER OCCURRING PRIOR TO CLOSING. THE SIGNIFICANCE AND EFFECT THEREOF. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, THE TERMS AND PROVISIONS OF THIS SECTION IL.D 6 SHALL SURVIVE THE CLOSING INDEFINITELYOR TERMINATION OF THIS AGREEMENT.

As-Is Purchase. SUBJECT TO EXCEPT FOR SELLER'S EXPRESS ’S REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS AGREEMENT HEREOF AND IN THE CLOSING DOCUMENTS DELIVERED BY SELLER TO PURCHASER AT CLOSING (COLLECTIVELY, THE "SELLER REPRESENTATIONS")CLOSING, PURCHASER ACKNOWLEDGES THAT PURCHASER WILL HAVE INSPECTED IS PURCHASING THE SUBJECT PREMISES AND THAT PURCHASER HAS ENTERED INTO THIS AGREEMENT BASED UPON PROPERTY “AS IS WHERE IS” IN ITS ABILITY TO MAKE SUCH EXAMINATION AND INSPECTION. EXCEPT AS EXPRESSLY SET FORTH IN SELLER REPRESENTATIONS, THE SUBJECT PREMISES IS BEING SOLD IN AN AS-IS" CONDITION AND "WITH ALL FAULTS" AS OF THE CLOSING DATE. EXCEPT AS EXPRESSLY SET FORTH IN SELLER REPRESENTATIONS, NO OTHER REPRESENTATIONS OR WARRANTIES HAVE BEEN MADE OR ARE MADE AND NO RESPONSIBILITY HAS BEEN OR IS ASSUMED BY SELLER OR BY ANY DIRECTOR, OFFICER, PERSON, FIRM, AGENT OR REPRESENTATIVE ACTING OR PURPORTING TO ACT ON BEHALF OF SELLER. THE PARTIES AGREE THAT ALL UNDERSTANDINGS AND AGREEMENTS HERETOFORE MADE BETWEEN THEM OR THEIR RESPECTIVE AGENTS OR REPRESENTATIVES ARE MERGED IN THIS AGREEMENT, OTHER THAN AS EXPRESSLY SET FORTH IN SELLER REPRESENTATIONS, WHICH, COLLECTIVELY, FULLY AND COMPLETELY EXPRESS THE PARTIES' AGREEMENT. PURCHASER ACKNOWLEDGES THAT THE PURCHASE PRICE REFLECTS THE "AS-IS" NATURE OF THIS SALE AND ANY FAULTS, LIABILITIES, DEFECTS OR OTHER ADVERSE MATTERS THAT MAY BE ASSOCIATED WITH THE SUBJECT PREMISES, SUBJECT TO THE SELLER REPRESENTATIONSPRESENT CONDITION. PURCHASER HAS FULLY REVIEWED THE DISCLAIMERS OPPORTUNITY TO INSPECT THE PROPERTY AND WAIVERS DOCUMENTATION IN SELLER’S POSSESSION AS PROVIDED HEREIN. EXCEPT FOR SELLER’S REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS AGREEMENT AND IN THE CLOSING DOCUMENTS DELIVERED BY SELLER TO PURCHASER AT CLOSING, SELLER MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH ITS COUNSEL RESPECT TO, HEREBY DISCLAIMS AND UNDERSTANDS SHALL HAVE NO LIABILITY FOR: (A) THE SIGNIFICANCE AND EFFECT THEREOF. NOTWITHSTANDING ANYTHING CONDITION OF THE PROPERTY OR ANY BUILDINGS, STRUCTURE OR IMPROVEMENTS THEREON OR THE SUITABILITY OF THE PROPERTY FOR HABITATION OR FOR PURCHASER’S INTENDED USE; (B) ANY APPLICABLE BUILDING, ZONING OR FIRE LAWS OR REGULATIONS OR WITH RESPECT TO COMPLIANCE THEREWITH OR WITH RESPECT TO THE CONTRARY EXISTENCE OF OR COMPLIANCE WITH ANY REQUIRED PERMITS, IF ANY, OF ANY GOVERNMENTAL AGENCY; (C) THE AVAILABILITY OR EXISTENCE OF ANY WATER, SEWER OR UTILITIES, ANY RIGHTS THERETO, OR ANY WATER, SEWER OR UTILITY DISTRICTS; (D) ACCESS TO ANY PUBLIC OR PRIVATE SANITARY SEWER OR DRAINAGE SYSTEM; OR (E) THE PRESENCE OF ANY HAZARDOUS SUBSTANCES AT THE PROPERTY OR IN ANY IMPROVEMENTS ON THE PROPERTY, INCLUDING WITHOUT LIMITATION ASBESTOS OR UREA-FORMALDEHYDE, OR THE PRESENCE OF ANY ENVIRONMENTALLY HAZARDOUS WASTES OR MATERIALS ON OR UNDER THE PROPERTY. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, AND EXCEPT AS OTHERWISE EXPRESSLY SET FORTH HEREIN, SELLER SHALL HAVE NO LIABILITY WITH RESPECT TO THE TERMS CONDITION OF THE PROPERTY UNDER COMMON 18246046_5 LAW, OR ANY FEDERAL, STATE, OR LOCAL LAW OR REGULATION, INCLUDING BUT NOT LIMITED TO THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION AND PROVISIONS LIABILITY ACT OF THIS SECTION IL.D SHALL SURVIVE 1980 AS AMENDED, 42 U.S.C.A. SECTIONS 9601 ET SEQ., OR APPLICABLE WASHINGTON LAW, AND PURCHASER HEREBY RELEASES AND WAIVES ANY AND ALL CLAIMS WHICH THE CLOSING INDEFINITELYPURCHASER HAS OR MAY HAVE AGAINST THE SELLER WITH RESPECT TO THE CONDITION OF THE PROPERTY, EXCEPT AS OTHERWISE EXPRESSLY SET FORTH HEREIN.

As-Is Purchase. SUBJECT TO SELLER'S EXPRESS REPRESENTATIONS SET FORTH IN THIS TIDS AGREEMENT HEREOF AND IN THE DOCUMENTS DELIVERED AT CLOSING (COLLECTIVELY, THE "SELLER REPRESENTATIONS"), PURCHASER ACKNOWLEDGES THAT PURCHASER WILL HAVE INSPECTED THE SUBJECT PREMISES AND THAT PURCHASER HAS ENTERED INTO THIS TIDS AGREEMENT BASED UPON ITS ABILITY TO MAKE SUCH EXAMINATION AND INSPECTION. EXCEPT AS EXPRESSLY SET FORTH IN SELLER REPRESENTATIONS, THE SUBJECT PREMISES IS BEING SOLD IN AN "AS-IS" CONDITION AND "WITH ALL FAULTS" AS OF THE CLOSING DATE. EXCEPT AS EXPRESSLY SET FORTH IN SELLER REPRESENTATIONS, NO OTHER REPRESENTATIONS OR WARRANTIES HAVE BEEN MADE OR ARE MADE AND NO RESPONSIBILITY HAS BEEN OR IS ASSUMED BY SELLER OR BY ANY DIRECTOR, OFFICER, PERSON, FIRM, AGENT OR REPRESENTATIVE ACTING OR PURPORTING TO ACT ON BEHALF OF SELLER. THE PARTIES AGREE THAT ALL UNDERSTANDINGS AND AGREEMENTS HERETOFORE MADE BETWEEN THEM OR THEIR RESPECTIVE AGENTS OR REPRESENTATIVES ARE MERGED IN THIS AGREEMENT, OTHER THAN AS EXPRESSLY SET FORTH IN SELLER REPRESENTATIONS, WHICH, COLLECTIVELY, FULLY AND COMPLETELY EXPRESS THE PARTIES' AGREEMENT. PURCHASER ACKNOWLEDGES THAT THE PURCHASE PRICE REFLECTS THE "AS-IS" NATURE OF THIS SALE AND ANY FAULTS, LIABILITIES, DEFECTS OR OTHER ADVERSE MATTERS THAT MAY BE ASSOCIATED WITH THE SUBJECT PREMISES, SUBJECT TO THE SELLER REPRESENTATIONS. PURCHASER HAS FULLY REVIEWED THE DISCLAIMERS AND WAIVERS SET FORTH IN THIS AGREEMENT WITH ITS COUNSEL AND UNDERSTANDS THE SIGNIFICANCE AND EFFECT THEREOF. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, THE TERMS AND PROVISIONS OF THIS SECTION IL.D 11.D SHALL SURVIVE THE CLOSING INDEFINITELY.

As-Is Purchase. SUBJECT TO SELLER'S EXPRESS REPRESENTATIONS SET FORTH EXCEPT AS MAY BE EXPRESSLY PROVIDED IN THIS AGREEMENT HEREOF AGREEMENT, AND IN TO THE DOCUMENTS DELIVERED AT CLOSING MAXIMUM EXTENT PERMITTED BY LAW, (COLLECTIVELY, i) THE SALE OF THE PROPERTY AS PROVIDED FOR HEREIN IS MADE ON AN "SELLER REPRESENTATIONS"), PURCHASER ACKNOWLEDGES THAT PURCHASER WILL HAVE INSPECTED THE SUBJECT PREMISES AND THAT PURCHASER HAS ENTERED INTO THIS AGREEMENT BASED UPON ITS ABILITY TO MAKE SUCH EXAMINATION AND INSPECTION. EXCEPT AS EXPRESSLY SET FORTH IN SELLER REPRESENTATIONS, THE SUBJECT PREMISES IS BEING SOLD IN AN AS-IS" CONDITION AND "WITH ALL FAULTS" AS OF THE CLOSING DATEBASIS, AND (ii) SELLER HAS NO OBLIGATIONS TO MAKE ANY REPAIRS, REPLACEMENTS OR IMPROVEMENTS. EXCEPT AS MAY BE EXPRESSLY SET FORTH IN SELLER REPRESENTATIONS, NO OTHER REPRESENTATIONS OR WARRANTIES HAVE BEEN MADE OR ARE MADE AND NO RESPONSIBILITY HAS BEEN OR IS ASSUMED BY SELLER OR BY ANY DIRECTOR, OFFICER, PERSON, FIRM, AGENT OR REPRESENTATIVE ACTING OR PURPORTING TO ACT ON BEHALF OF SELLER. THE PARTIES AGREE THAT ALL UNDERSTANDINGS AND AGREEMENTS HERETOFORE MADE BETWEEN THEM OR THEIR RESPECTIVE AGENTS OR REPRESENTATIVES ARE MERGED PROVIDED IN THIS AGREEMENT, OTHER THAN AS EXPRESSLY SET FORTH BUYER AGREES THAT IT WILL ACCEPT THE PROPERTY FROM AND AFTER CLOSING, IN SELLER REPRESENTATIONS, WHICH, COLLECTIVELY, FULLY AND COMPLETELY EXPRESS THE PARTIES' AGREEMENT. PURCHASER ACKNOWLEDGES THAT THE PURCHASE PRICE REFLECTS THE ITS THEN 9/12/2013 12:02 PM EXISTING CONDITION "AS-IS" NATURE AND "WITH ALL FAULTS", INCLUDING WITHOUT LIMITATION, ANY FAULTS AND CONDITIONS SPECIFICALLY REFERENCED IN THIS AGREEMENT. NO PERSON ACTING ON BEHALF OF THIS SALE SELLER OR ANY OTHER SELLER PARTY IS AUTHORIZED TO MAKE, AND ANY FAULTSBY EXECUTION HEREOF, LIABILITIESBUYER ACKNOWLEDGES AND AGREES THAT, DEFECTS OR OTHER ADVERSE MATTERS THAT MAY BE ASSOCIATED WITH THE SUBJECT PREMISES, SUBJECT TO THE SELLER REPRESENTATIONS. PURCHASER HAS FULLY REVIEWED THE DISCLAIMERS AND WAIVERS SET FORTH EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT (AND THE EXHIBITS ATTACHED HERETO), SELLER AND ALL OTHER SELLER PARTIES HAVE NOT MADE, DO NOT MAKE AND SPECIFICALLY NEGATE AND DISCLAIM ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, CONCERNING OR WITH ITS COUNSEL AND UNDERSTANDS THE SIGNIFICANCE AND EFFECT THEREOF. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, THE TERMS AND PROVISIONS OF THIS SECTION IL.D SHALL SURVIVE THE CLOSING INDEFINITELY.RESPECT TO:

As-Is Purchase. SUBJECT TO SELLER'S EXPRESS REPRESENTATIONS SET FORTH EXCEPT AS EXPLICITLY PROVIDED IN SELLERS’ CLOSING DOCUMENTS OR IN SECTIONS 8.1 OR 9.1 OR ELSEWHERE IN THIS AGREEMENT HEREOF AND IN THE DOCUMENTS DELIVERED AT CLOSING (COLLECTIVELY, THE "SELLER REPRESENTATIONS")AGREEMENT, PURCHASER ACKNOWLEDGES THAT PURCHASER WILL HAVE INSPECTED AGREES TO PURCHASE THE SUBJECT PREMISES AND THAT PURCHASER HAS ENTERED INTO THIS AGREEMENT BASED UPON ITS ABILITY TO MAKE SUCH EXAMINATION AND INSPECTION. EXCEPT AS EXPRESSLY SET FORTH PURCHASED ASSETS IN SELLER REPRESENTATIONS, THE SUBJECT PREMISES IS BEING SOLD IN AN THEIR “AS-IS" ”, “WHERE-IS” CONDITION AND "“WITH ALL FAULTS" ” AS OF THEY EXIST ON THE CLOSING DATE. EXCEPT AS EXPRESSLY SET FORTH IN SELLER REPRESENTATIONS, WITH NO OTHER REPRESENTATIONS WARRANTIES OF ANY KIND, EXPRESS OR WARRANTIES HAVE BEEN IMPLIED, EITHER ORAL OR WRITTEN, MADE OR ARE MADE AND NO RESPONSIBILITY HAS BEEN OR IS ASSUMED BY SELLER OR BY ANY DIRECTORAGENT OR REPRESENTATIVE OF SELLER. NEITHER SELLER NOR ANY MEMBER, OFFICER, PERSON, FIRM, AGENT OR REPRESENTATIVE ACTING OR PURPORTING TO ACT ON BEHALF REPRESENT SELLER, HAS ASSUMED ANY RESPONSIBILITY WITH RESPECT TO THE CONDITION OR REPAIR OF THE PURCHASED ASSETS EXCEPT AS SET FORTH IN ARTICLE 9. PURCHASER ACKNOWLEDGES THAT SELLER HAS REQUESTED THAT PURCHASER INSPECT, OR CAUSE TO BE INSPECTED, THE PURCHASED ASSETS, AND INVESTIGATE ALL MATTERS RELEVANT THERETO, UP TO AND INCLUDING THE DATE SET FOR CLOSING. IT IS SELLER’S INTENT THAT BY AFFORDING PURCHASER ACCESS TO THE PURCHASED ASSETS AND ALL MATTERS RELEVANT THERETO, PURCHASER WILL HAVE A FULL OPPORTUNITY TO CONSIDER THE INFORMATION ABOUT THE PURCHASED ASSETS. TO THE PARTIES AGREE EXTENT THAT PURCHASER IS EXPECTED TO REVIEW OR WILL HAVE REVIEWED THE PURCHASED ASSETS AND ALL UNDERSTANDINGS AND AGREEMENTS HERETOFORE MADE BETWEEN THEM OR THEIR RESPECTIVE AGENTS OR REPRESENTATIVES ARE MERGED MATTERS RELEVANT THERETO, EXCEPT AS EXPRESSLY PROVIDED FOR IN THIS AGREEMENT, OTHER THAN AS EXPRESSLY SET FORTH IN SELLER REPRESENTATIONS, WHICH, COLLECTIVELY, FULLY AND COMPLETELY EXPRESS THE PARTIES' AGREEMENT. PURCHASER ACKNOWLEDGES THAT THE PURCHASE PRICE REFLECTS THE "AS-IS" NATURE OF THIS SALE AND ANY FAULTS, LIABILITIES, DEFECTS MAKES NO REPRESENTATIONS OR OTHER ADVERSE MATTERS THAT MAY BE ASSOCIATED WARRANTIES WITH THE SUBJECT PREMISES, SUBJECT RESPECT TO THE SELLER REPRESENTATIONSACCURACY OR COMPLETENESS, METHODOLOGY OF PREPARATION OR OTHERWISE CONCERNING THE CONTENT OF SUCH MATERIALS. PURCHASER HAS FULLY REVIEWED THE DISCLAIMERS AND WAIVERS SET FORTH IN THIS AGREEMENT WITH ITS COUNSEL AND UNDERSTANDS THE SIGNIFICANCE AND EFFECT THEREOF. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, THE TERMS AND PROVISIONS OF THIS SECTION IL.D 2.2 SHALL SURVIVE THE CLOSING INDEFINITELYOR ANY TERMINATION OF THIS AGREEMENT AND SHALL NOT MERGE WITH THE SPECIAL WARRANTY DEED OR OTHER CONVEYANCE OF THE PURCHASED ASSETS AT CLOSING.

As-Is Purchase. SUBJECT BUYER REPRESENTS AND WARRANTS TO SELLER'S EXPRESS REPRESENTATIONS SET FORTH IN THIS AGREEMENT HEREOF SELLER THAT BUYER HAS INDEPENDENTLY AND IN PERSONALLY INSPECTED OR, PRIOR TO THE DOCUMENTS DELIVERED AT CLOSING (COLLECTIVELYEXERCISE OF THE OPTION, WILL INSPECT THE "SELLER REPRESENTATIONS")PROPERTY AND IMPROVEMENTS, PURCHASER ACKNOWLEDGES THAT PURCHASER WILL HAVE INSPECTED THE SUBJECT PREMISES IF ANY, AND THAT PURCHASER BUYER HAS ENTERED INTO THIS AGREEMENT BASED UPON ITS ABILITY TO MAKE SUCH PERSONAL EXAMINATION AND INSPECTIONINSPECTION OR THE RIGHT THERETO. EXCEPT BUYER AGREES THAT IF BUYER EXERCISES THE OPTION AS EXPRESSLY SET FORTH PROVIDED HEREIN, BUYER WILL ACCEPT THE PROPERTY, AT CLOSING, IN SELLER REPRESENTATIONS, THE SUBJECT PREMISES IS BEING SOLD IN AN ITS THEN CONDITION AS-IS" CONDITION IS AND "WITH ALL FAULTS" AS OF THE CLOSING DATE. EXCEPT AS EXPRESSLY SET FORTH IN SELLER REPRESENTATIONS, NO OTHER REPRESENTATIONS OR WARRANTIES HAVE BEEN MADE OR ARE MADE INCLUDING WITHOUT LIMITATION, THOSE FAULTS AND NO RESPONSIBILITY HAS BEEN OR IS ASSUMED BY SELLER OR BY ANY DIRECTOR, OFFICER, PERSON, FIRM, AGENT OR REPRESENTATIVE ACTING OR PURPORTING TO ACT ON BEHALF OF SELLER. THE PARTIES AGREE THAT ALL UNDERSTANDINGS AND AGREEMENTS HERETOFORE MADE BETWEEN THEM OR THEIR RESPECTIVE AGENTS OR REPRESENTATIVES ARE MERGED CONDITIONS SPECIFICALLY REFERENCED IN THIS AGREEMENT. THE PURCHASE PRICE HAS BEEN NEGOTIATED WITH THE MUTUAL UNDERSTANDING THAT BUYER IS PURCHASING THE PROPERTY AS-IS AND THAT BUYER'S COSTS ASSOCIATED WITH DEVELOPMENT, OTHER THAN AS EXPRESSLY SET FORTH IN SELLER REPRESENTATIONS, WHICH, COLLECTIVELY, FULLY OPERATION AND COMPLETELY EXPRESS MANAGEMENT OF THE PARTIES' AGREEMENTPROPERTY ARE UNCERTAIN. PURCHASER ACKNOWLEDGES IT IS NOT CONTEMPLATED THAT THE PURCHASE PRICE REFLECTS WILL BE INCREASED IF THESE COSTS PROVE TO BE LESS THAN EXPECTED NOR WILL THE "AS-IS" NATURE OF THIS SALE AND ANY FAULTS, LIABILITIES, DEFECTS OR OTHER ADVERSE MATTERS THAT MAY PURCHASE PRICE BE ASSOCIATED WITH THE SUBJECT PREMISES, SUBJECT REDUCED IF BUYER'S PLAN LEADS TO THE SELLER REPRESENTATIONSHIGHER COST PROJECTIONS. PURCHASER HAS FULLY REVIEWED THE DISCLAIMERS AND WAIVERS SET FORTH IN THIS AGREEMENT WITH ITS COUNSEL AND UNDERSTANDS THE SIGNIFICANCE AND EFFECT THEREOF. NOTWITHSTANDING ANYTHING TO THE CONTRARY EXCEPT AS PROVIDED HEREIN, THE TERMS AND PROVISIONS SOLE REMEDY OF THIS SECTION IL.D SHALL SURVIVE BUYER, IF BUYER IS NOT SATISFIED WITH ANY ASPECT OF THE CLOSING INDEFINITELYPROPERTY, WILL BE NOT TO EXERCISE THE OPTION.

As-Is Purchase. SUBJECT TO SELLER'S EXPRESS REPRESENTATIONS SET FORTH IN THIS AGREEMENT HEREOF (A) BUYER ACKNOWLEDGES AND IN AGREES THAT BUYER IS PURCHASING THE DOCUMENTS DELIVERED AT CLOSING (COLLECTIVELY, THE "SELLER REPRESENTATIONS"), PURCHASER ACKNOWLEDGES THAT PURCHASER WILL HAVE INSPECTED THE SUBJECT PREMISES AND THAT PURCHASER HAS ENTERED INTO THIS AGREEMENT BASED UPON ITS ABILITY TO MAKE SUCH EXAMINATION AND INSPECTION. EXCEPT AS EXPRESSLY SET FORTH IN SELLER REPRESENTATIONS, THE SUBJECT PREMISES IS BEING SOLD IN AN PROPERTY “AS-IS" CONDITION ” “WHERE-IS” AND "“WITH ALL FAULTS" ” WITHOUT ANY WARRANTIES, REPRESENTATIONS (EXCEPT AS SPECIFICALLY PROVIDED IN SECTION 10 OF THIS AGREEMENT) OR IN THE DEED OR GUARANTEES, EITHER EXPRESSED OR IMPLIED, OF ANY KIND, NATURE, OR TYPE WHATSOEVER FROM OR ON BEHALF OF, SELLER. WITHOUT LIMITING THE GENERALITY OF THE CLOSING DATEFOREGOING, BUYER ACKNOWLEDGES AND AGREES THAT SELLER HEREBY EXPRESSLY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES CONCERNING THE CONDITION OF THE PROPERTY AND ANY PORTIONS THEREOF, INCLUDING, BUT NOT LIMITED TO, (A) PHYSICAL AND ENVIRONMENTAL CONDITIONS AND IMPLIED WARRANTIES OF HABITABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, (B) THE VALUE, NATURE, QUALITY OR CONDITION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, THE WATER, SOIL AND GEOLOGY, (C) THE INCOME TO BE DERIVED FROM THE PROPERTY, (D) THE SUITABILITY OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH BUYER MAY CONDUCT THEREON, (E) THE COMPLIANCE OF OR BY THE PROPERTY OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, (F) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROPERTY, (G) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED INTO THE PROPERTY, (H) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE PROPERTY, OR (I) ANY OTHER MATTER WITH RESPECT TO THE PROPERTY. NOTWITHSTANDING THE FOREGOING, THE PROPERTY WILL BE SOLD, ASSIGNED, TRANSFERRED AND CONVEYED TO BUYER FREE AND CLEAR OF ALL LIENS, CLAIMS, INTERESTS, AND ENCUMBRANCES IN AND WITH RESPECT TO THE PROPERTY TO THE EXTENT AUTHORIZED BY SECTION 363(F) OF THE BANKRUPTCY CODE, EXCEPT AS EXPRESSLY SET FORTH IN SELLER REPRESENTATIONS, NO OTHER REPRESENTATIONS OR WARRANTIES HAVE BEEN MADE OR ARE MADE AND NO RESPONSIBILITY HAS BEEN OR IS ASSUMED BY SELLER OR BY ANY DIRECTOR, OFFICER, PERSON, FIRM, AGENT OR REPRESENTATIVE ACTING OR PURPORTING TO ACT ON BEHALF OF SELLER. THE PARTIES AGREE THAT ALL UNDERSTANDINGS AND AGREEMENTS HERETOFORE MADE BETWEEN THEM OR THEIR RESPECTIVE AGENTS OR REPRESENTATIVES ARE MERGED SPECIFICALLY PROVIDED IN THIS AGREEMENT, OTHER THAN AS EXPRESSLY SET FORTH IN SELLER REPRESENTATIONS, WHICH, COLLECTIVELY, FULLY AND COMPLETELY EXPRESS THE PARTIES' AGREEMENT. PURCHASER ACKNOWLEDGES THAT THE PURCHASE PRICE REFLECTS THE "AS-IS" NATURE OF THIS SALE AND ANY FAULTS, LIABILITIES, DEFECTS OR OTHER ADVERSE MATTERS THAT MAY BE ASSOCIATED WITH THE SUBJECT PREMISES, SUBJECT TO THE SELLER REPRESENTATIONS. PURCHASER HAS FULLY REVIEWED THE DISCLAIMERS AND WAIVERS SET FORTH IN THIS AGREEMENT WITH ITS COUNSEL AND UNDERSTANDS THE SIGNIFICANCE AND EFFECT THEREOF. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, THE TERMS AND PROVISIONS OF THIS SECTION IL.D SHALL SURVIVE THE CLOSING INDEFINITELY.

As-Is Purchase. SUBJECT (a) BUYER ACKNOWLEDGES AND AGREES THAT UPON THE CLOSING, LENDER WILL SELL AND CONVEY TO SELLER'S EXPRESS REPRESENTATIONS SET FORTH IN THIS AGREEMENT HEREOF BUYER, AND IN BUYER WILL ACCEPT THE DOCUMENTS DELIVERED AT CLOSING (COLLECTIVELYASSETS, THE "SELLER REPRESENTATIONS")“AS IS, PURCHASER ACKNOWLEDGES THAT PURCHASER WILL HAVE INSPECTED THE SUBJECT PREMISES AND THAT PURCHASER HAS ENTERED INTO THIS AGREEMENT BASED UPON ITS ABILITY TO MAKE SUCH EXAMINATION AND INSPECTION. EXCEPT AS EXPRESSLY SET FORTH IN SELLER REPRESENTATIONSWHERE IS, THE SUBJECT PREMISES IS BEING SOLD IN AN AS-IS" CONDITION AND "WITH ALL FAULTS" AS OF .” BUYER FURTHER ACKNOWLEDGES AND AGREES THAT THERE ARE NO ORAL AGREEMENTS OR ORAL WARRANTIES OR REPRESENTATIONS COLLATERAL TO OR AFFECTING LENDER, OWNER, OWNER’S AFFILIATES OR ANY OTHER PERSON. NEITHER LENDER NOR OWNER IS LIABLE OR BOUND IN ANY MANNER BY ANY ORAL OR WRITTEN STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE CLOSING DATE. EXCEPT AS EXPRESSLY ASSETS FURNISHED BY ANY REAL ESTATE BROKER, AGENT, EMPLOYEE OR OTHER PERSON (TOGETHER WITH OWNER AND OWNER’S AFFILIATES, THE “OWNER PARTIES”), UNLESS THE SAME ARE SPECIFICALLY SET FORTH IN SELLER REPRESENTATIONS, NO OTHER REPRESENTATIONS OR WARRANTIES HAVE BEEN MADE OR ARE MADE AND NO RESPONSIBILITY HAS BEEN OR IS ASSUMED BY SELLER OR BY ANY DIRECTOR, OFFICER, PERSON, FIRM, AGENT OR REPRESENTATIVE ACTING OR PURPORTING REFERRED TO ACT ON BEHALF OF SELLERHEREIN. THE PARTIES AGREE THAT ALL UNDERSTANDINGS AND AGREEMENTS HERETOFORE MADE BETWEEN THEM OR THEIR RESPECTIVE AGENTS OR REPRESENTATIVES ARE MERGED IN THIS AGREEMENT, OTHER THAN AS EXPRESSLY SET FORTH IN SELLER REPRESENTATIONS, WHICH, COLLECTIVELY, FULLY AND COMPLETELY EXPRESS THE PARTIES' AGREEMENT. PURCHASER BUYER ACKNOWLEDGES THAT THE PURCHASE PRICE REFLECTS THE "AS-“AS IS" , WHERE IS” NATURE OF THIS SALE AND ANY FAULTS, LIABILITIES, DEFECTS OR OTHER ADVERSE MATTERS THAT MAY BE ASSOCIATED WITH THE SUBJECT PREMISESASSETS. BUYER, SUBJECT TO THE SELLER REPRESENTATIONS. PURCHASER WITH BUYER’S COUNSEL, HAS FULLY REVIEWED THE DISCLAIMERS AND WAIVERS SET FORTH IN THIS AGREEMENT WITH ITS COUNSEL AND AGREEMENT, UNDERSTANDS THE SIGNIFICANCE OF EACH AND EFFECT THEREOF. NOTWITHSTANDING ANYTHING TO AGREES THAT THE CONTRARY HEREIN, THE TERMS DISCLAIMERS AND PROVISIONS OTHER AGREEMENTS SET FORTH HEREIN ARE AN INTEGRAL PART OF THIS SECTION IL.D SHALL SURVIVE AGREEMENT AND THAT LENDER WOULD NOT HAVE AGREED TO SELL THE CLOSING INDEFINITELYASSETS TO BUYER FOR THE PURCHASE PRICE WITHOUT THE DISCLAIMERS AND OTHER AGREEMENTS SET FORTH IN THIS AGREEMENT.

As-Is Purchase. SUBJECT TO SELLER'S EXPRESS REPRESENTATIONS SET FORTH IN THIS AGREEMENT HEREOF PURCHASER REPRESENTS, ACKNOWLEDGES, COVENANTS AND IN THE DOCUMENTS DELIVERED AT CLOSING (COLLECTIVELYWARRANTS AS FOLLOWS: PURCHASER HEREBY ACKNOWLEDGES THAT, THE "SELLER REPRESENTATIONS"), PURCHASER ACKNOWLEDGES THAT PURCHASER WILL HAVE INSPECTED THE SUBJECT PREMISES AND THAT PURCHASER HAS ENTERED INTO THIS AGREEMENT BASED UPON ITS ABILITY TO MAKE SUCH EXAMINATION AND INSPECTION. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND THE DOCUMENTS TO BE DELIVERED BY SELLER REPRESENTATIONSAT CLOSING, NEITHER SELLER NOR ANY OTHER PERSON ACTING ON BEHALF OF SELLER NOR ANY SUCCESSOR OR ASSIGN OF ANY OF THE FOREGOING PARTIES, HAS MADE OR SHALL BE DEEMED TO HAVE MADE ANY ORAL OR WRITTEN REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE (INCLUDING WITHOUT LIMITATION WARRANTIES OF HABITABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE), WITH RESPECT TO THE PROPERTY, THE SUBJECT PREMISES IS BEING SOLD IN AN AS-IS" CONDITION AND "WITH ALL FAULTS" AS PERMITTED USE OF THE CLOSING DATEPROPERTY OR THE ZONING AND OTHER LAWS, REGULATIONS AND RULES APPLICABLE THERETO OR THE COMPLIANCE BY THE PROPERTY THEREWITH, THE REVENUES AND EXPENSES GENERATED BY OR ASSOCIATED WITH THE PROPERTY, OR OTHERWISE RELATING TO THE PROPERTY OR THE TRANSACTIONS CONTEMPLATED HEREIN. PURCHASER FURTHER ACKNOWLEDGES THAT, EXCEPT AS EXPRESSLY SET FORTH IN SELLER REPRESENTATIONSTHIS AGREEMENT, NO OTHER REPRESENTATIONS OR WARRANTIES ALL MATERIALS WHICH HAVE BEEN MADE OR ARE MADE AND NO RESPONSIBILITY HAS BEEN OR IS ASSUMED PROVIDED BY SELLER AND/OR ANY OTHER PERSON ACTING ON BEHALF OF SELLER HAVE BEEN PROVIDED WITHOUT ANY WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED AS TO THEIR CONTENT, SUITABILITY FOR ANY PURPOSE, ACCURACY, TRUTHFULNESS OR COMPLETENESS AND PURCHASER SHALL NOT HAVE ANY RECOURSE AGAINST SELLER OR ANY OTHER PERSON ACTING ON BEHALF OF SELLER IN THE EVENT OF ANY ERRORS THEREIN OR OMISSIONS THEREFROM. PURCHASER IS ACQUIRING THE PROPERTY BASED SOLELY ON ITS OWN INDEPENDENT INVESTIGATION AND INSPECTION OF THE PROPERTY AND NOT IN RELIANCE ON ANY INFORMATION PROVIDED BY SELLER, OR ANY DIRECTOR, OFFICER, PERSON, FIRM, AGENT OR REPRESENTATIVE OTHER PERSON ACTING OR PURPORTING TO ACT ON BEHALF OF SELLER. PURCHASER EXPRESSLY DISCLAIMS ANY INTENT TO RELY ON ANY SUCH MATERIALS PROVIDED TO IT BY SELLER IN CONNECTION WITH ITS DUE DILIGENCE AND AGREES THAT IT SHALL RELY SOLELY ON ITS OWN INDEPENDENTLY DEVELOPED OR VERIFIED INFORMATION. PURCHASER IS ACQUIRING THE PARTIES AGREE THAT PROPERTY IN ITS “AS IS” CONDITION, WITH ALL UNDERSTANDINGS FAULTS, AND AGREEMENTS HERETOFORE MADE BETWEEN THEM WITHOUT ANY WARRANTY, EXPRESS, IMPLIED OR THEIR RESPECTIVE AGENTS OR REPRESENTATIVES STATUTORY, ALL OF WHICH ARE MERGED IN THIS AGREEMENT, OTHER THAN HEREBY WAIVED AND DISCLAIMED BY PURCHASER EXCEPT AS EXPRESSLY SET FORTH IN SELLER REPRESENTATIONS, WHICH, COLLECTIVELY, FULLY AND COMPLETELY EXPRESS THE PARTIES' THIS AGREEMENT. PURCHASER ACKNOWLEDGES AND AGREES THAT THE PURCHASE PRICE REFLECTS THE "AS-IS" NATURE OF ITS OBLIGATIONS UNDER THIS SALE AND ANY FAULTS, LIABILITIES, DEFECTS OR OTHER ADVERSE MATTERS THAT MAY AGREEMENT SHALL NOT BE ASSOCIATED WITH THE SUBJECT PREMISES, SUBJECT TO ANY FINANCING CONTINGENCY AND PURCHASER SHALL HAVE NO RIGHT TO TERMINATE THIS AGREEMENT OR RECEIVE A RETURN OF THE SELLER REPRESENTATIONSDEPOSIT (OR THE ACCRUED INTEREST THEREON) EXCEPT AS EXPRESSLY PROVIDED FOR IN THIS AGREEMENT. PURCHASER ACKNOWLEDGES, REPRESENTS AND WARRANTS THAT IT IS AWARE THAT SELLER HAS FULLY REVIEWED RELIED UPON THE DISCLAIMERS ACKNOWLEDGEMENTS, REPRESENTATIONS AND WAIVERS SET FORTH WARRANTIES MADE IN THIS SECTION 7 AS A MATERIAL PART OF INDUCING SELLER TO ENTER INTO THIS AGREEMENT WITH ITS COUNSEL AND UNDERSTANDS THE SIGNIFICANCE AND EFFECT THEREOF. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, THE TERMS AND PROVISIONS OF THIS SECTION IL.D SHALL SURVIVE THE CLOSING INDEFINITELYPURCHASER.

As-Is Purchase. SUBJECT TO SELLER'S EXPRESS BUYER ACKNOWLEDGES AND AGREES THAT BUYER IS ACQUIRING THE PROPERTY IN ITS "AS IS" CONDITION, WITH ALL FAULTS, AND WITHOUT ANY WARRANTY, EXPRESS, IMPLIED OR STATUTORY, ALL OF WHICH ARE HEREBY WAIVED AND DISCLAIMED BY BUYER, EXCEPT FOR ONLY SUCH REPRESENTATIONS AND WARRANTIES AS ARE EXPRESSLY AND SPECIFICALLY SET FORTH IN THIS AGREEMENT HEREOF AND IN THE DOCUMENTS DELIVERED AT CLOSING (COLLECTIVELY, THE "SELLER REPRESENTATIONS"), PURCHASER ACKNOWLEDGES THAT PURCHASER WILL HAVE INSPECTED THE SUBJECT PREMISES AND THAT PURCHASER HAS ENTERED INTO THIS AGREEMENT BASED UPON ITS ABILITY TO MAKE SUCH EXAMINATION AND INSPECTIONAGREEMENT. EXCEPT AS EXPRESSLY SET FORTH IN SELLER REPRESENTATIONS, THE SUBJECT PREMISES IS BEING SOLD IN AN AS-IS" CONDITION AND "WITH ALL FAULTS" AS OF THE CLOSING DATE. EXCEPT AS EXPRESSLY SET FORTH IN SELLER REPRESENTATIONS, NO OTHER REPRESENTATIONS OR WARRANTIES HAVE BEEN MADE OR ARE MADE AND NO RESPONSIBILITY HAS BEEN OR IS ASSUMED BY SELLER OR BY ANY DIRECTOR, OFFICER, PERSON, FIRM, AGENT OR REPRESENTATIVE ACTING OR PURPORTING TO ACT ON BEHALF OF SELLER. THE PARTIES AGREE THAT ALL UNDERSTANDINGS AND AGREEMENTS HERETOFORE MADE BETWEEN THEM OR THEIR RESPECTIVE AGENTS OR REPRESENTATIVES ARE MERGED IN THIS AGREEMENT, OTHER THAN AS EXPRESSLY AND SPECIFICALLY SET FORTH IN HEREIN, NEITHER SELLER REPRESENTATIONSNOR ANY AGENTS, WHICHREPRESENTATIVES, COLLECTIVELYOR EMPLOYEES OF SELLER (INCLUDING, FULLY WITHOUT LIMITATION, BROKER (AS HEREINAFTER DEFINED)) HAVE MADE ANY REPRESENTATIONS OR WARRANTIES, DIRECT OR INDIRECT, ORAL OR WRITTEN, EXPRESS OR IMPLIED, TO BUYER OR ANY AGENTS, REPRESENTATIVES, OR EMPLOYEES OF BUYER WITH RESPECT TO THE CONDITION OR CONSTRUCTION OF THE PROPERTY, ITS FITNESS FOR ANY PARTICULAR PURPOSE, ITS MERCHANTABILITY, ITS COMPLIANCE WITH ANY LAWS, OR OTHERWISE AND COMPLETELY EXPRESS THE PARTIES' AGREEMENTBUYER IS NOT AWARE OF AND DOES NOT RELY UPON ANY SUCH REPRESENTATION. PURCHASER BUYER ACKNOWLEDGES THAT THE PURCHASE PRICE REFLECTS BUYER HAS HAD OR, PURSUANT TO THE "AS-IS" NATURE TERMS HEREOF, WILL HAVE A FULL AND COMPLETE OPPORTUNITY TO MAKE SUCH INSPECTIONS (OR HAVE SUCH INSPECTIONS MADE BY CONSULTANTS) AS IT DESIRES OF THIS SALE THE PROPERTY AND ALL FACTS RELEVANT TO ITS USE, INCLUDING, WITHOUT LIMITATION, THE INTERIOR, EXTERIOR, STRUCTURE, AND CONSTRUCTION OF ALL IMPROVEMENTS, AND THE CONDITION OF SOILS AND SUBSURFACES. BUYER IS RELYING SOLELY ON ITS OWN INVESTIGATIONS OF THE PROPERTY AND NOT ON ANY INFORMATION PROVIDED BY SELLER OR ITS AGENTS. EXCEPT ONLY WITH RESPECT TO A BREACH BY SELLER OF ANY REPRESENTATION OR WARRANTY EXPRESSLY AND SPECIFICALLY CONTAINED HEREIN, BUYER HEREBY WAIVES, RELEASES AND FOREVER DISCHARGES SELLER, ANY OFFICER, PARTNER, DIRECTOR, EMPLOYEE, AGENT OR PERSON ACTING ON BEHALF OF SELLER AND ANY FAULTSAFFILIATE OF SELLER OF AND FROM ANY AND ALL CLAIMS, LIABILITIESACTIONS, DEFECTS CAUSES OF ACTION, DEMANDS, RIGHTS, DAMAGES, LIABILITIES AND COSTS WHATSOEVER, DIRECT OR INDIRECT, KNOWN OR UNKNOWN, WHICH BUYER NOW HAS OR WHICH MAY ARISE IN THE FUTURE AGAINST SELLER OR ANY SUCH OTHER ADVERSE MATTERS THAT MAY BE ASSOCIATED WITH THE SUBJECT PREMISES, SUBJECT PARTIES RELATED IN ANY WAY TO THE PROPERTY, INCLUDING, WITHOUT LIMITATION, THEIR CONSTRUCTION, VALUE, COMPLIANCE WITH LAWS, OR CONDITION. IN FURTHERANCE OF THE FOREGOING AND NOT IN LIMITATION THEREOF, BUYER HEREBY AGREES NOT TO ASSERT ANY CLAIM FOR CONTRIBUTION, COST, RECOVERY OR OTHERWISE AGAINST SELLER REPRESENTATIONS. PURCHASER HAS FULLY REVIEWED THE DISCLAIMERS AND WAIVERS SET FORTH IN THIS AGREEMENT WITH ITS COUNSEL AND UNDERSTANDS THE SIGNIFICANCE AND EFFECT THEREOF. NOTWITHSTANDING ANYTHING OR ANY SUCH AFFILIATE (WHETHER ARISING UNDER STATUTORY LAW, COMMON LAW, FEDERAL LAW, STATE LAW OR OTHERWISE) RELATING, DIRECTLY OR INDIRECTLY, TO THE CONTRARY HEREINPHYSICAL CONDITION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, THE TERMS AND EXISTENCE OF OIL, LEAD PAINT, ASBESTOS, OR HAZARDOUS MATERIALS OR SUBSTANCES ON, OR THE ENVIRONMENTAL CONDITION OF, THE PROPERTY, WHETHER KNOWN OR UNKNOWN. THE PROVISIONS OF THIS SECTION IL.D 5.1. SHALL SURVIVE THE CLOSING INDEFINITELYCLOSING.

As-Is Purchase. SUBJECT BUYER REPRESENTS AND WARRANTS TO SELLER'S EXPRESS REPRESENTATIONS SET FORTH IN THIS AGREEMENT HEREOF SELLER THAT BUYER HAS INDEPENDENTLY AND IN PERSONALLY INSPECTED OR, PRIOR TO THE DOCUMENTS DELIVERED AT CLOSING (COLLECTIVELYEXPIRATION OF THE INSPECTION PERIOD, WILL INSPECT THE "SELLER REPRESENTATIONS")PROPERTY AND IMPROVEMENTS, PURCHASER ACKNOWLEDGES THAT PURCHASER WILL HAVE INSPECTED THE SUBJECT PREMISES IF ANY, AND THAT PURCHASER BUYER HAS ENTERED INTO THIS AGREEMENT BASED UPON ITS ABILITY TO MAKE SUCH PERSONAL EXAMINATION AND INSPECTIONINSPECTION OR THE RIGHT THERETO. EXCEPT BUYER AGREES THAT UNLESS THIS AGREEMENT IS TERMINATED AS EXPRESSLY SET FORTH PROVIDED HEREIN, BUYER WILL ACCEPT THE PROPERTY, AT CLOSING, IN SELLER REPRESENTATIONS, THE SUBJECT PREMISES IS BEING SOLD IN AN ITS THEN CONDITION AS-IS" CONDITION IS AND "WITH ALL FAULTS" AS OF THE CLOSING DATE. EXCEPT AS EXPRESSLY SET FORTH IN SELLER REPRESENTATIONS, NO OTHER REPRESENTATIONS OR WARRANTIES HAVE BEEN MADE OR ARE MADE INCLUDING WITHOUT LIMITATION, THOSE FAULTS AND NO RESPONSIBILITY HAS BEEN OR IS ASSUMED BY SELLER OR BY ANY DIRECTOR, OFFICER, PERSON, FIRM, AGENT OR REPRESENTATIVE ACTING OR PURPORTING TO ACT ON BEHALF OF SELLER. THE PARTIES AGREE THAT ALL UNDERSTANDINGS AND AGREEMENTS HERETOFORE MADE BETWEEN THEM OR THEIR RESPECTIVE AGENTS OR REPRESENTATIVES ARE MERGED CONDITIONS SPECIFICALLY REFERENCED IN THIS AGREEMENT. THE PURCHASE PRICE HAS BEEN NEGOTIATED WITH THE MUTUAL UNDERSTANDING THAT BUYER IS PURCHASING THE PROPERTY AS-IS AND THAT BUYER'S COSTS ASSOCIATED WITH DEVELOPMENT, OTHER THAN AS EXPRESSLY SET FORTH IN SELLER REPRESENTATIONS, WHICH, COLLECTIVELY, FULLY OPERATION AND COMPLETELY EXPRESS MANAGEMENT OF THE PARTIES' AGREEMENTPROPERTY ARE UNCERTAIN. PURCHASER ACKNOWLEDGES IT IS NOT CONTEMPLATED THAT THE PURCHASE PRICE REFLECTS WILL BE INCREASED IF THESE COSTS PROVE TO BE LESS THAN EXPECTED NOR WILL THE "AS-IS" NATURE OF THIS SALE AND ANY FAULTS, LIABILITIES, DEFECTS OR OTHER ADVERSE MATTERS THAT MAY PURCHASE PRICE BE ASSOCIATED WITH THE SUBJECT PREMISES, SUBJECT REDUCED IF BUYER'S PLAN LEADS TO THE SELLER REPRESENTATIONSHIGHER COST PROJECTIONS. PURCHASER HAS FULLY REVIEWED THE DISCLAIMERS AND WAIVERS SET FORTH IN THIS AGREEMENT WITH ITS COUNSEL AND UNDERSTANDS THE SIGNIFICANCE AND EFFECT THEREOF. NOTWITHSTANDING ANYTHING TO THE CONTRARY EXCEPT AS PROVIDED HEREIN, THE TERMS SOLE REMEDY OF BUYER, IF BUYER IS NOT SATISFIED WITH ANY ASPECT OF THE PROPERTY, WILL BE TO TERMINATE THIS AGREEMENT AS PROVIDED HEREIN PRIOR TO THE END OF THE INSPECTION PERIOD. IF ANY CONDITION PRECEDENT TO CLOSING IS NOT SATISFIED, BUYER'S SOLE REMEDY IS TO TERMINATE THIS AGREEMENT AND PROVISIONS RECEIVE THE RETURN OF THIS SECTION IL.D SHALL SURVIVE THE CLOSING INDEFINITELYDEPOSIT.

As-Is Purchase. SUBJECT TO SELLER'S EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES OF SELLER SET FORTH IN THIS AGREEMENT HEREOF AND SELLER’S WARRANTY OF TITLE CONTAINED IN THE DOCUMENTS DELIVERED AT CLOSING SPECIAL WARRANTY DEED, SELLER HEREBY SPECIFICALLY DISCLAIMS ANY WARRANTY OR REPRESENTATION, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, OR CONCERNING (COLLECTIVELY, i) THE "SELLER REPRESENTATIONS"), PURCHASER ACKNOWLEDGES THAT PURCHASER WILL HAVE INSPECTED THE SUBJECT PREMISES AND THAT PURCHASER HAS ENTERED INTO THIS AGREEMENT BASED UPON ITS ABILITY TO MAKE SUCH EXAMINATION AND INSPECTION. EXCEPT AS EXPRESSLY SET FORTH IN SELLER REPRESENTATIONS, THE SUBJECT PREMISES IS BEING SOLD IN AN AS-IS" NATURE OR CONDITION AND "WITH ALL FAULTS" AS OF THE CLOSING DATE. EXCEPT AS EXPRESSLY SET FORTH PROPERTY, INCLUDING WITHOUT LIMITATION, (A) THE WATER, SOIL AND GEOLOGY THEREIN, (B) THE SUITABILITY THEREOF FOR ANY PARTICULAR PURPOSE, AND (C) THE EXISTENCE OF ANY ENVIRONMENTAL HAZARDS OR CONDITIONS ON OR IN SELLER REPRESENTATIONSTHE PROPERTY; AND (ii) THE COMPLIANCE OF THE PROPERTY OR ITS OPERATION WITH THE LAWS, NO OTHER REPRESENTATIONS ORDINANCES OR WARRANTIES HAVE BEEN MADE OR ARE MADE AND NO RESPONSIBILITY HAS BEEN OR IS ASSUMED BY SELLER OR BY REGULATIONS OF ANY DIRECTOR, OFFICER, PERSON, FIRM, AGENT OR REPRESENTATIVE ACTING OR PURPORTING TO ACT ON BEHALF OF SELLER. THE PARTIES AGREE THAT ALL UNDERSTANDINGS AND AGREEMENTS HERETOFORE MADE BETWEEN THEM OR THEIR RESPECTIVE AGENTS OR REPRESENTATIVES ARE MERGED IN THIS AGREEMENT, OTHER THAN AS EXPRESSLY SET FORTH IN SELLER REPRESENTATIONS, WHICH, COLLECTIVELY, FULLY AND COMPLETELY EXPRESS THE PARTIES' AGREEMENTGOVERNMENTAL AUTHORITY. PURCHASER ACKNOWLEDGES THAT IT WILL INSPECT THE PURCHASE PRICE REFLECTS PROPERTY AND, EXCEPT FOR THE "AS-REPRESENTATIONS AND WARRANTIES EXPRESSLY PROVIDED HEREIN AND SELLER’S WARRANTY OF TITLE CONTAINED IN THE SPECIAL WARRANTY DEED, PURCHASER WILL RELY SOLELY ON ITS OWN INVESTIGATION OF THE PROPERTY AND NOT ON ANY INFORMATION PROVIDED OR TO BE PROVIDED BY SELLER. THE SALE OF THE PROPERTY AS PROVIDED FOR HEREIN IS MADE ON AN “AS IS" NATURE ,” ‘WHERE IS” AND WITH ALL FAULTS BASIS, AND PURCHASER EXPRESSLY ACKNOWLEDGES AND AGREES THAT, EXCEPT AS OTHERWISE SPECIFICALLY STATED HEREIN AND SELLER’S WARRANTY OF THIS SALE AND TITLE CONTAINED IN THE SPECIAL WARRANTY DEED, SELLER MAKES NO WARRANTY OR REPRESENTATION, EXPRESS, IMPLIED OR ARISING BY OPERATION OF LAW, INCLUDING, BUT NOT LIMITED TO, ANY FAULTSWARRANTY OF CONDITION, LIABILITIESHABITABILITY, DEFECTS MERCHANTABILITY, PROFITABILITY, TENANTABILITY OR OTHER ADVERSE MATTERS THAT MAY BE ASSOCIATED WITH THE SUBJECT PREMISES, SUBJECT TO THE SELLER REPRESENTATIONSFITNESS FOR A PARTICULAR PURPOSE. PURCHASER HAS FULLY REVIEWED THE DISCLAIMERS AND WAIVERS SET FORTH IN THIS AGREEMENT WITH ITS COUNSEL AND UNDERSTANDS THE SIGNIFICANCE AND EFFECT THEREOF. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, THE TERMS AND PROVISIONS OF THIS SECTION IL.D 5.5 SHALL SURVIVE CLOSING AND NOT MERGE WITH THE CLOSING INDEFINITELYDEED.

As-Is Purchase. SUBJECT (a) PURCHASER HEREBY ACKNOWLEDGES, REPRESENTS, WARRANTS, COVENANTS AND AGREES THAT AS A MATERIAL INDUCEMENT TO SELLER'S EXPRESS REPRESENTATIONS SET FORTH SELLER TO EXECUTE AND ACCEPT THIS AGREEMENT AND IN CONSIDERATION OF THE PERFORMANCE BY SELLER OF ITS DUTIES AND OBLIGATIONS UNDER THIS AGREEMENT, THE SALE OF THE PROPERTY HEREUNDER IS AND WILL BE MADE ON AN “AS IS, WHERE IS, AND WITH ALL FAULTS” BASIS, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT HEREOF ARTICLE 3, AND THAT EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS ARTICLE 3, SELLER HAS NOT MADE, DOES NOT MAKE AND SPECIFICALLY NEGATES AND DISCLAIMS ANY REPRESENTATIONS, WARRANTIES OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT, FUTURE OR OTHERWISE, OF, AS TO, CONCERNING OR WITH RESPECT TO THE PROPERTY, INCLUDING WITHOUT LIMITATION: (1) THE EXISTENCE OF HAZARDOUS MATERIALS UPON THE REAL PROPERTY OR ANY PORTION THEREOF; (2) GEOLOGICAL CONDITIONS, INCLUDING, WITHOUT LIMITATION, SUBSIDENCE, SUBSURFACE CONDITIONS, WATER TABLE, UNDERGROUND WATER RESERVOIRS, LIMITATIONS REGARDING THE WITHDRAWAL OF WATER AND FAULTING; (3) WHETHER OR NOT AND TO THE EXTENT TO WHICH THE REAL PROPERTY OR ANY PORTION THEREOF IS AFFECTED BY ANY STREAM (SURFACE OR UNDERGROUND), BODY OF WATER, FLOOD PRONE AREA, FLOOD PLAIN, FLOODWAY OR SPECIAL FLOOD HAZARD; (4) DRAINAGE; (5) SOIL CONDITIONS, INCLUDING THE EXISTENCE OF INSTABILITY, PAST SOIL REPAIRS, SOIL ADDITIONS OR CONDITIONS OF SOIL FILL, OR SUSCEPTIBILITY TO LANDSLIDES, OR THE SUFFICIENCY OF ANY UNDERSHORING; (6) USAGES OF ADJOINING PROPERTIES; (7) THE VALUE, COMPLIANCE WITH THE PLANS AND SPECIFICATIONS, SIZE, LOCATION, AGE, USE, DESIGN, QUALITY, DESCRIPTION, DURABILITY, STRUCTURAL INTEGRITY, OPERATION, TITLE TO, OR PHYSICAL OR FINANCIAL CONDITION OF THE REAL PROPERTY OR ANY PORTION THEREOF, OR ANY RIGHTS OR CLAIMS ON OR AFFECTING OR PERTAINING TO THE REAL PROPERTY OR ANY PART THEREOF INCLUDING, WITHOUT LIMITATION, WHETHER OR NOT THE IMPROVEMENTS COMPLY WITH THE REQUIREMENTS OF THE AMERICANS WITH DISABILITIES ACT, THE FAIR HOUSING ACT AND/OR RELATED REGULATIONS; (8) THE PRESENCE OF HAZARDOUS MATERIALS IN, ON, UNDER OR IN THE DOCUMENTS DELIVERED AT CLOSING VICINITY OF THE REAL PROPERTY; (COLLECTIVELY9) THE SQUARE FOOTAGE OF THE LAND OR THE IMPROVEMENTS; (10) IMPROVEMENTS AND INFRASTRUCTURE, IF ANY; (11) DEVELOPMENT RIGHTS AND ENTITLEMENTS; (12) WATER OR WATER RIGHTS; (13) THE "SELLER REPRESENTATIONS")DEVELOPMENT POTENTIAL FOR THE PROPERTY; (14) THE ABILITY OF PURCHASER TO REZONE THE PROPERTY OR CHANGE THE USE OF THE PROPERTY; (15) THE ABILITY OF PURCHASER TO ACQUIRE ADJACENT PROPERTIES; (16) THE EXISTENCE AND POSSIBLE LOCATION OF ANY UNDERGROUND UTILITIES; (17) THE EXISTENCE AND POSSIBLE LOCATION OF ANY ENCROACHMENTS; (18) WHETHER THE IMPROVEMENTS WERE BUILT, IN WHOLE OR IN PART, IN COMPLIANCE WITH APPLICABLE BUILDING CODES; (19) THE STATUS OF ANY LIFE-SAFETY SYSTEMS IN THE IMPROVEMENTS; (20) THE CHARACTER OF THE NEIGHBORHOOD IN WHICH THE REAL PROPERTY IS SITUATED; (21) THE CONDITION OR USE OF THE PROPERTY OR COMPLIANCE OF THE PROPERTY WITH ANY OR ALL PAST, PRESENT OR FUTURE FEDERAL, STATE OR LOCAL ORDINANCES, RULES, REGULATIONS OR LAWS, BUILDING, FIRE OR ZONING ORDINANCES, CODES OR OTHER SIMILAR LAWS; (22) THE MERCHANTABILITY OF THE PROPERTY OR FITNESS OF THE PROPERTY FOR ANY PARTICULAR PURPOSE (PURCHASER ACKNOWLEDGES THAT PURCHASER WILL HAVE INSPECTED THE SUBJECT PREMISES AND AFFIRMING THAT PURCHASER HAS ENTERED INTO THIS AGREEMENT BASED UPON ITS ABILITY NOT RELIED ON SELLER’S SKILL OR JUDGMENT TO MAKE SUCH EXAMINATION SELECT OR FURNISH THE PROPERTY FOR ANY PARTICULAR PURPOSE, AND INSPECTION. EXCEPT AS EXPRESSLY SET FORTH IN THAT SELLER REPRESENTATIONS, THE SUBJECT PREMISES IS BEING SOLD IN AN AS-IS" CONDITION AND "WITH ALL FAULTS" AS OF THE CLOSING DATE. EXCEPT AS EXPRESSLY SET FORTH IN SELLER REPRESENTATIONS, MAKES NO OTHER REPRESENTATIONS OR WARRANTIES HAVE BEEN MADE OR ARE MADE AND NO RESPONSIBILITY HAS BEEN OR IS ASSUMED BY SELLER OR BY ANY DIRECTOR, OFFICER, PERSON, FIRM, AGENT OR REPRESENTATIVE ACTING OR PURPORTING TO ACT ON BEHALF OF SELLER. THE PARTIES AGREE THAT ALL UNDERSTANDINGS AND AGREEMENTS HERETOFORE MADE BETWEEN THEM OR THEIR RESPECTIVE AGENTS OR REPRESENTATIVES ARE MERGED IN THIS AGREEMENT, OTHER THAN AS EXPRESSLY SET FORTH IN SELLER REPRESENTATIONS, WHICH, COLLECTIVELY, FULLY AND COMPLETELY EXPRESS THE PARTIES' AGREEMENT. PURCHASER ACKNOWLEDGES WARRANTY THAT THE PURCHASE PRICE REFLECTS PROPERTY IS FIT FOR ANY PARTICULAR PURPOSE); OR (23) WHETHER THE "AS-IS" NATURE OF THIS SALE AND ANY FAULTS, LIABILITIES, DEFECTS SELLER DELIVERIES DELIVERED TO PURCHASER HEREUNDER CONSTITUTE ALL MATERIAL OR OTHER ADVERSE MATTERS THAT MAY BE ASSOCIATED WITH THE SUBJECT PREMISES, SUBJECT IMMATERIAL DOCUMENTS IN SELLER’S POSSESSION RELATING TO THE SELLER REPRESENTATIONS. PURCHASER HAS FULLY REVIEWED THE DISCLAIMERS AND WAIVERS SET FORTH IN THIS AGREEMENT WITH ITS COUNSEL AND UNDERSTANDS THE SIGNIFICANCE AND EFFECT THEREOF. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, THE TERMS AND PROVISIONS OF THIS SECTION IL.D SHALL SURVIVE THE CLOSING INDEFINITELYPROPERTY.

As-Is Purchase. SUBJECT BUYER AND ITS REPRESENTATIVES, PRIOR TO THE DATE OF CLOSING, WILL HAVE BEEN AFFORDED THE OPPORTUNITY TO MAKE SUCH INSPECTIONS OF THE PROPERTY AND MATTERS RELATED THERETO AS BUYER, AND ITS REPRESENTATIVES DESIRE. BUYER ACKNOWELDGES AND AGREES THAT THE PROPERTY IS TO BE SOLD TO AND ACCEPTED BY BUYER IN AN “AS IS” CONDITION WITH ALL FAULTS. SELLER MAKES NO REPRESENTATION OR WARRANTY AS TO THE CONDIITON OF THE PROPERTY OR ANY ENVIRONMENTAL INFORMATION REGARDING THE PROPERTY. OTHER THAN AS PROVIDED IN SECTION 15—SELLER'S ’S REPRESENTATIONS AND WARRANTIES, SELLER MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND WHATSOEVER, EITHER EXPRESS REPRESENTATIONS SET FORTH OR IMPLIED, WITH RESPECT TO THE PROPERTY; IN THIS AGREEMENT HEREOF PARTICULAR, BUT WITHOUT LIMITATION, SELLER MAKES NO REPRESNTATIONS OR WARRANTIES WITH RESPECT TO THE USE, CONDITION, TITLE, OCCUPATION OR MANAGEMENT OF THE PROPERTY, OR COMPLIANCE WITH APPLICABLE STATUTES, LAWS, CODES, ORDINANCES, REGULATIONS, REQUIREMENTS, COVENANTS, CONDITIONS AND IN THE DOCUMENTS DELIVERED AT CLOSING RESTRICTIONS (COLLECTIVELY, THE "SELLER REPRESENTATIONS"WHETHER OR NOT OF RECORD), PURCHASER . BUYER ACKNOWLEDGES THAT PURCHASER WILL HAVE INSPECTED THE SUBJECT PREMISES AND THAT PURCHASER HAS ENTERED IT IS ENTERING INTO THIS AGREEMENT BASED UPON ON THE BASIS OF BUYER’S OWN INVESTIGATION OF THE PHYSICAL AND ENVIRONMENTAL CONDITIONS OF THE PROPERTY, INCLUDING THE SUBSURFACE CONDITIONS, AND BUYER ASSUMES THE RISK THAT ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS MAY NOT HAVE BEEN REVEALED BY ITS ABILITY TO MAKE SUCH EXAMINATION AND INSPECTIONINVESTIGATION. EXCEPT AS EXPRESSLY SET FORTH IN SELLER BUYER ACKNOWLEDGES THAT NOTWITHSTANDING ANY PRIOR OR CONTEMPORANEOUS ORAL OR WRITTEN REPRESENTATIONS, STATEMENTS, DOCUMENTS OR UNDERSTANDINGS, THIS AGREEMENT CONTITUTES THE ENTIRE UNDERSTANDING OF THE PARTIES WITH RESPECT TO THE SUBJECT PREMISES IS BEING SOLD IN AN AS-IS" CONDITION MATTER HEREOF AND "WITH ALL FAULTS" AS THE PURCHASE AND SALE OF THE CLOSING DATE. EXCEPT AS EXPRESSLY SET FORTH IN SELLER REPRESENTATIONSPROPETY AND SUPERSEDES ANY SUCH PRIOR OR CONTEMPORANEOUS ORAL OR WRITTEN REPRESNTATIONS, NO OTHER REPRESENTATIONS STATEMENTS, DOCUMENTS OR WARRANTIES HAVE BEEN MADE OR ARE MADE AND NO RESPONSIBILITY HAS BEEN OR IS ASSUMED BY SELLER OR BY ANY DIRECTOR, OFFICER, PERSON, FIRM, AGENT OR REPRESENTATIVE ACTING OR PURPORTING TO ACT ON BEHALF OF SELLER. THE PARTIES AGREE THAT ALL UNDERSTANDINGS AND AGREEMENTS HERETOFORE MADE BETWEEN THEM OR THEIR RESPECTIVE AGENTS OR REPRESENTATIVES ARE MERGED IN THIS AGREEMENT, OTHER THAN AS EXPRESSLY SET FORTH IN SELLER REPRESENTATIONS, WHICH, COLLECTIVELY, FULLY AND COMPLETELY EXPRESS THE PARTIES' AGREEMENT. PURCHASER ACKNOWLEDGES THAT THE PURCHASE PRICE REFLECTS THE "AS-IS" NATURE OF THIS SALE AND ANY FAULTS, LIABILITIES, DEFECTS OR OTHER ADVERSE MATTERS THAT MAY BE ASSOCIATED WITH THE SUBJECT PREMISES, SUBJECT TO THE SELLER REPRESENTATIONS. PURCHASER HAS FULLY REVIEWED THE DISCLAIMERS AND WAIVERS SET FORTH IN THIS AGREEMENT WITH ITS COUNSEL AND UNDERSTANDS THE SIGNIFICANCE AND EFFECT THEREOF. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, THE TERMS AND PROVISIONS OF THIS SECTION IL.D SHALL SURVIVE THE CLOSING INDEFINITELYUNDERSTANDINGS.

As-Is Purchase. SUBJECT BUYER IS PURCHASING THE PROPERTY “AS IS WHERE IS” IN ITS PRESENT CONDITION. BUYER HAS THE OPPORTUNITY TO INSPECT THE PROPERTY AND DOCUMENTATION IN SELLER'S EXPRESS REPRESENTATIONS SET FORTH IN THIS AGREEMENT HEREOF AND IN THE DOCUMENTS DELIVERED AT CLOSING (COLLECTIVELY, THE "SELLER REPRESENTATIONS"), PURCHASER ACKNOWLEDGES THAT PURCHASER WILL HAVE INSPECTED THE SUBJECT PREMISES AND THAT PURCHASER HAS ENTERED INTO THIS AGREEMENT BASED UPON ITS ABILITY TO MAKE SUCH EXAMINATION AND INSPECTION’S POSSESSION AS PROVIDED HEREIN. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 9 ABOVE AND IN THE DEED, SELLER REPRESENTATIONSMAKES NO REPRESENTATIONS OR WARRANTIES OR COVENANTS, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED REPRESENTATIONS OR WARRANTIES OR COVENANTS WITH RESPECT TO: (A) THE SUBJECT PREMISES IS BEING SOLD IN AN AS-IS" TITLE TO OR CONDITION AND "WITH ALL FAULTS" AS OF THE CLOSING DATEPROPERTY OR ANY STRUCTURE OR IMPROVEMENTS THEREON, ACCESS THERETO OR THE SUITABILITY OF THE PROPERTY FOR HABITATION OR FOR BUYER’S INTENDED USE; (B) THE DEVELOPMENT OF THE PROPERTY OR ANY APPLICABLE BUILDING, ZONING OR FIRE LAWS OR REGULATIONS OR WITH RESPECT TO COMPLIANCE THEREWITH OR WITH RESPECT TO THE EXISTENCE OF OR COMPLIANCE WITH ANY REQUIRED PERMITS, IF ANY, OF ANY GOVERNMENTAL AGENCY; (C) THE AVAILABILITY OR EXISTENCE OF ANY WATER, SEWER OR UTILITIES, ANY RIGHTS THERETO, OR ANY WATER, SEWER OR UTILITY DISTRICTS; (D) ACCESS TO ANY PUBLIC OR PRIVATE SANITARY SEWER OR DRAINAGE SYSTEM; (E) THE PRESENCE OF ANY HAZARDOUS SUBSTANCES AT THE PROPERTY OR IN ANY IMPROVEMENTS ON THE PROPERTY, INCLUDING WITHOUT LIMITATION ASBESTOS OR UREA-FORMALDEHYDE, OR THE PRESENCE OF ANY ENVIRONMENTALLY HAZARDOUS WASTES OR MATERIALS ON OR UNDER THE PROPERTY, OR (F) THE CONDITION OR FUTURE DEVELOPMENT ANY OTHER PROPERTY. BUYER UNCONDITIONALLY RELEASES AND FOREVER DISCHARGES SELLER AND ITS MEMBERS, MANAGERS, ATTORNEYS AND AGENTS FROM AND AGAINST ANY AND ALL CLAIMS, CAUSES OF ACTION, JUDGMENTS, DAMAGES, LOSSES, PENALTIES, FINES, LIABILITIES (INCLUDING STRICT LIABILITY), COSTS AND EXPENSES OF ANY KIND OR NATURE, BOTH KNOWN OR UNKNOWN, PRESENT AND FUTURE, FOR ANY MATTER RELATING DIRECTLY OR INDIRECTLY TO THE PROPERTY, INCLUDING THE TITLE TO, CONDITION OF OR DAMAGE TO THE PROPERTY, AND REGARDLESS OF FAULT OR NEGLIGENCE OF SELLER, EXCEPT AS EXPRESSLY FOR A MATERIAL BREACH OF SELLER’S REPRESENTATIONS AND WARRANTIES SET FORTH IN SELLER REPRESENTATIONSSECTION 9.1 above. to the FULL extent permitted by law, NO OTHER REPRESENTATIONS OR WARRANTIES HAVE BEEN MADE OR ARE MADE AND NO RESPONSIBILITY HAS BEEN OR IS ASSUMED BY SELLER OR BY ANY DIRECTORBuyer hereby agrees, OFFICERrepresents and warrants that Buyer realizes and acknowledges that factual matters now unknown to it may have given or may hereafter give rise to causes of action, PERSONclaims, FIRMdemands, AGENT OR REPRESENTATIVE ACTING OR PURPORTING TO ACT ON BEHALF OF SELLERdebts, controversies, damages, costs, losses, and expenses which are presently unknown, unanticipated and unsuspected, and Buyer further agrees, represents and warrants that the waivers and releases herein have been negotiated and agreed upon IN light of that realization. THE PARTIES AGREE THAT ALL UNDERSTANDINGS AND AGREEMENTS HERETOFORE MADE BETWEEN THEM OR THEIR RESPECTIVE AGENTS OR REPRESENTATIVES ARE MERGED IN THIS AGREEMENTThe provisions of this paragraph will be deemed remade at the Closing and will survive thereafter. Furthermore, OTHER THAN AS EXPRESSLY SET FORTH IN SELLER REPRESENTATIONSand without limiting the foregoing, WHICHBuyer hereby expressly waives and relinquishes any and all rights and remedies Buyer may now or hereafter have against Seller under any statute, COLLECTIVELYthe common law, FULLY AND COMPLETELY EXPRESS THE PARTIES' AGREEMENTwhether known or unknown, with respect to any past, present or future presence or existence of hazardous materials on, under or about the Property or with respect to any past, present or future violations of any rules, regulations or laws, now or hereafter enacted, regulating or governing the use, handling, storage or disposal of hazardous materials, including, without limitation, (i) any and all rights Buyer may now or hereafter have to seek contribution from Seller under Section 113(f)(i) of the Comprehensive Environmental Response Compensation and Liability Act of 1980 (“CERCLA”), as amended by the Superfund Amendments and Reauthorization Act of 1986 (42 U.S.C.A. 9613), as the same may be further amended or replaced by any similar law, rule or regulation; (ii) any and all rights Buyer may now or hereafter have against Seller under the Washington Model Toxics Control Act or other Washington rules, regulations or laws relating to hazardous materials, as the same may be further amended or replaced by any similar law, rule or regulation; and (iii) any and all claims, whether know or unknown, now or hereafter existing, with respect to the Property under Section 107 of CERCLA (42 U.S.C.A. 9607). PURCHASER ACKNOWLEDGES THAT THE PURCHASE PRICE REFLECTS THE "AS-IS" NATURE OF THIS SALE AND ANY FAULTS, LIABILITIES, DEFECTS OR OTHER ADVERSE MATTERS THAT MAY BE ASSOCIATED WITH THE SUBJECT PREMISES, SUBJECT TO THE SELLER REPRESENTATIONS. PURCHASER HAS FULLY REVIEWED THE DISCLAIMERS AND WAIVERS SET FORTH IN THIS AGREEMENT WITH ITS COUNSEL AND UNDERSTANDS THE SIGNIFICANCE AND EFFECT THEREOF. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, THE TERMS AND PROVISIONS OF THIS SECTION IL.D SHALL SURVIVE THE CLOSING INDEFINITELY.The waivers and releases by Buyer herein contained will survive the Closing and will not be deemed merged into the deed from Seller to Buyer