Common use of As-Is Purchase Clause in Contracts

As-Is Purchase. Buyer acknowledges that prior to the Effective Date it will has had the opportunity to inspect the Property and observe the physical characteristics and condition of the Property and any and all other matters, as to, concerning or with respect to any matter whatsoever relating to the Property or this Agreement or of concern to Buyer (“Property Condition”), including, but not limited to: title; the environmental condition of the Property (including the presence or absence of Hazardous Materials (as defined below) in, on, or about the Property); water, soil, pest and geological conditions of the Property; the Leases; the Contracts; the financial condition of the Property; the suitability of the Property for any and all activities and/or uses which may be conducted thereon; the compliance of or by the Property with any and all laws, rules, ordinances or regulations of any applicable governmental authority or body (including environmental, zoning, building codes, and the status of any development or use rights respecting the Property); the availability of permits, licenses and approvals respecting the Property; the economic or engineering feasibility of any alteration or renovation of the Property that may be contemplated by Buyer; the habitability, merchantability, marketability, profitability or fitness for a particular purpose of the Property; and the physical condition of the Improvements, including construction defects, deferred maintenance, and other adverse physical conditions or defects. Buyer further acknowledges and agrees that except for any representations, warranties or agreements made by Seller herein, neither Seller nor any of Seller’s employees, agents or representatives have made any representations, warranties or agreements, express or implied, by or on behalf of Seller as to any matters concerning the Property Condition. Except as otherwise expressly set forth in this Agreement, Seller disclaims any and all such statements and representations and Buyer agrees that any inaccuracy or deficiency in information, advice or documents given to Buyer shall be solely the responsibility and risk of Buyer, and shall not be chargeable in any respect to Seller. Buyer acknowledges that it is not relying on any statement or representation, whether express or implied, oral or written, that has been made or that in the future may be made by Seller or any of Seller’s employees, agents, attorneys or representatives concerning the Property Condition. Buyer hereby acknowledges, agrees and represents that the Property is to be purchased, conveyed and accepted by Buyer in its present condition, “AS IS,” “WHERE IS” AND “WITH ALL FAULTS,” and that no patent or latent defect or deficiency in the Property Condition whether or not known or discovered, shall affect the rights of either Seller or Buyer hereunder nor shall the Purchase Price be reduced as a consequence thereof. Prior to the Effective Date, Buyer has examined, reviewed and inspected all of the Property Condition and other matters which, in Buyer’s judgment, bear upon the Property and its value and suitability for Buyer’s purposes. Upon Closing, Buyer will acquire the Property solely on the basis of its own examinations, reviews and inspections and the title insurance protection afforded by the owner’s title policy. Upon Closing, Buyer shall assume the risk that Property Conditions may not have been revealed by Buyer’s investigations. The release and waiver of claims set forth below shall be referred to as the “Release.” Upon the Closing, Buyer, on its own behalf and on behalf of each of its successors and assigns and each and all of its and their respective members, partners, officers, directors, employees, parents, affiliates and subsidiaries, and each of their respective successors and assigns (collectively, “Waiver Parties”) releases Seller and its respective members, partners, affiliates, parent business organizations, subsidiary business organizations, shareholders, officers, directors, employees and representatives (collectively, “Released Parties”) from, and waives any and all liability, claims, demands, damages and costs (including attorneys’ fees and expenses) of any and every kind or character, known or unknown, for, arising out of, or attributable to, any and all Property Conditions, including, without limitation, any and all actual, threatened or potential claims, claims for contribution under Environmental Laws (as defined below), suits, proceedings, actions, causes of action, demands, liabilities, losses, obligations, orders, requirements or restrictions, liens, penalties, fines, charges, debts, damages, costs, and expenses of every kind and nature, whether now known or unknown, whether foreseeable or unforeseeable, whether under any foreign, federal, state or local law (both statutory and non-statutory), and, whether asserted or demanded by a third party against any of the Waiver Parties or incurred directly or indirectly by any of the Waiver Parties themselves, that any of the Waiver Parties may now or hereafter have against any of the Released Parties (collectively, “Claims”), and that arise in connection with or in any way are related to (i) the physical condition of the Property, the financial condition of the Property, or the financial conditions of the tenants under the Leases, the value of the Property or its suitability for Buyer’s use, the status of any of the Leases or of the tenants thereunder, the ownership, management or operation of the Property, including any claim or demand by any tenant for the refund or return of any security deposit or other deposit, or the accuracy or completeness of any information reviewed by Buyer in connection with its investigations of the Property and which may have been relied upon by Buyer in deciding to purchase the Property, (ii) any Handling (as defined below) of any Waste Materials (defined below) or Hazardous Materials (as defined below) at, beneath, to, from, or about the Property, (iii) any compliance or non-compliance with Environmental Laws regarding any Waste Materials, Hazardous Materials or any Handling related thereto at, beneath, to, from, or about the Property, (iv) any acts, omissions, services or other conduct related to any of the foregoing items “(i)” through “(iii),” inclusive, and/or (v) any condition, activity, or other matter respecting the Property that is not addressed by any of the foregoing items “(i)” through “(iv),” inclusive, and that is related to pollution or protection of the environment, natural resources, or public health. This Release shall survive the close of escrow and the recording of the Deed conveying the Property from Seller to Buyer. TO THE FULLEST EXTENT NOT PROHIBITED BY LAW, BUYER HEREBY SPECIFICALLY WAIVES SECTION 1542 OF THE CALIFORNIA CIVIL CODE (“SECTION 1542”) AND ANY SIMILAR LAW OF ANY OTHER STATE, TERRITORY OR JURISDICTION. SECTION 1542 PROVIDES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” BUYER ACKNOWLEDGES THAT THIS WAIVER AND RELEASE IS VOLUNTARY AND WITHOUT ANY DURESS OR UNDUE INFLUENCE, AND IS GIVEN AS PART OF THE CONSIDERATION FOR THE AGREEMENTS SET FORTH HEREIN. BUYER EXPRESSLY ACKNOWLEDGES THAT IT MAY HEREAFTER DISCOVER FACTS DIFFERENT FROM OR IN ADDITION TO THOSE, WHICH IT NOW BELIEVES TO BE TRUE WITH RESPECT TO THE RELEASE OF CLAIMS. BUYER AGREES THAT THE FOREGOING RELEASE SHALL BE AND REMAIN EFFECTIVE IN ALL RESPECTS NOTWITHSTANDING SUCH DIFFERENT OR ADDITIONAL FACTS. BUYER HEREBY SPECIFICALLY ACKNOWLEDGES THAT BUYER HAS CAREFULLY REVIEWED THIS SUBSECTION AND DISCUSSED ITS IMPORT WITH LEGAL COUNSEL AND THAT THE PROVISIONS OF THIS SUBSECTION ARE A MATERIAL PART OF THIS AGREEMENT. ME BUYER’S INITIALS As used in this Agreement, the following terms have the following definitions:

As-Is Purchase. Except as otherwise expressly provided in this Agreement, Buyer acknowledges that prior to the Effective Date it will has had the opportunity to inspect is purchasing the Property on an “as is,” “where is,” and observe the physical characteristics and condition “with all faults” basis. Buyer is relying upon Buyer’s own independent investigation of the Property and any and all other matters, as to, concerning or with respect to any matter whatsoever relating to the Property or in entering into this Agreement or of concern to Buyer (“Property Condition”), including, but not limited to: title; the environmental condition of the Property (including the presence or absence of Hazardous Materials (as defined below) in, on, or about and purchasing the Property); water, soil, pest and geological conditions of the Property; the Leases; the Contracts; the financial condition of the Property; the suitability of the Property for any and all activities and/or uses which may be conducted thereon; the compliance of or by the Property with any and all laws, rules, ordinances or regulations of any applicable governmental authority or body (including environmental, zoning, building codes, and the status of any development or use rights respecting the Property); the availability of permits, licenses and approvals respecting the Property; the economic or engineering feasibility of any alteration or renovation of the Property that may be contemplated by Buyer; the habitability, merchantability, marketability, profitability or fitness for a particular purpose of the Property; and the physical condition of the Improvements, including construction defects, deferred maintenance, and other adverse physical conditions or defects. Buyer further acknowledges and agrees that except for any representations, warranties or agreements made by Seller herein, neither Seller nor any of Seller’s employees, agents or representatives have made any representations, warranties or agreements, express or implied, by or on behalf of Seller as to any matters concerning the Property Condition. Except as otherwise expressly specifically set forth in this Agreement, Seller disclaims Seller, its partners, officers, agents, employees and representatives have made no representations, warranties or agreements as to the physical condition of the Property or any and all such statements and representations and Buyer agrees that improvements thereon or in connection with any inaccuracy matter, report or deficiency in information, advice or documents given to Buyer shall be solely the responsibility and risk of Buyer, and shall not be chargeable in any information (including with respect to Sellerthe accuracy or completeness of the Due Diligence Materials and Other Documents) relating to the Property’s condition, value, fitness, use, income or expense projections or zoning upon which Buyer has relied either directly or indirectly. Further, except as provided herein, Seller makes no representation or warranty as to any operative or proposed governmental laws and regulations (including but not limited to, zoning, environmental and land use laws and regulations) to which the Property may be subject. Buyer acknowledges that it is not relying on any statement or representationthat, whether express or impliedexcept as provided herein, oral or written, that has been made or that in the future may be made by Seller or any of Seller’s employees, agents, attorneys or representatives concerning the Property Condition. Buyer hereby acknowledges, agrees and represents that the Property is to be purchased, conveyed and accepted by Buyer in its present condition, “AS IS,” “WHERE IS” AND “WITH ALL FAULTS,” and that no patent or latent defect or deficiency in the Property Condition whether or not known or discovered, shall affect the rights of either Seller or Buyer hereunder nor shall the Purchase Price be reduced as a consequence thereof. Prior to the Effective Date, Buyer has examined, reviewed and inspected all purchase of the Property Condition and other matters which, in Buyer’s judgment, bear upon the Property and its value and suitability for Buyer’s purposes. Upon Closing, Buyer will acquire the Property solely be on the basis of its own examinations, reviews and inspections and the title insurance protection afforded by the owner’s title policy. Upon Closing, Buyer shall assume the risk that Property Conditions may not have been revealed by Buyer’s investigations. The release and waiver own investigation of claims set forth below shall be referred to as the “Release.” Upon the Closing, Buyer, on its own behalf and on behalf of each of its successors and assigns and each and all of its and their respective members, partners, officers, directors, employees, parents, affiliates and subsidiaries, and each of their respective successors and assigns (collectively, “Waiver Parties”) releases Seller and its respective members, partners, affiliates, parent business organizations, subsidiary business organizations, shareholders, officers, directors, employees and representatives (collectively, “Released Parties”) from, and waives any and all liability, claims, demands, damages and costs (including attorneys’ fees and expenses) of any and every kind or character, known or unknown, for, arising out of, or attributable to, any and all Property Conditions, including, without limitation, any and all actual, threatened or potential claims, claims for contribution under Environmental Laws (as defined below), suits, proceedings, actions, causes of action, demands, liabilities, losses, obligations, orders, requirements or restrictions, liens, penalties, fines, charges, debts, damages, costs, and expenses of every kind and nature, whether now known or unknown, whether foreseeable or unforeseeable, whether under any foreign, federal, state or local law (both statutory and non-statutory), and, whether asserted or demanded by a third party against any of the Waiver Parties or incurred directly or indirectly by any of the Waiver Parties themselves, that any of the Waiver Parties may now or hereafter have against any of the Released Parties (collectively, “Claims”), and that arise in connection with or in any way are related to (i) the physical condition of the Property, including subsurface conditions, and any improvements thereon, and (ii) the financial condition operative or proposed governmental laws and regulations affecting or applicable to the Property. In addition to the foregoing, Buyer and anyone claiming by, through or under Buyer hereby waives its right to recover from and fully and irrevocably releases Seller and its partners, employees, representatives, agents, servants, attorneys, affiliates, successors and assigns (“Released Parties”) from any and all claims that it may now have or hereafter acquire against any of the Released Parties for any cost, loss, liability, damage, expense, demand, action or cause of action arising from or related to any defects or other physical conditions, latent or otherwise, including environmental matters, or any violation of applicable laws, and any and all other acts, omissions, events, circumstances, matters, conditions, operations or economic performance affecting the Property, or the financial conditions any portion thereof. This release includes claims of which Buyer is presently unaware or which Buyer does not presently suspect to exist which, if known by Buyer, would materially affect Buyer’s release of the tenants under Released Parties, but excludes claims based on the Leasesbreach of this Agreement, including, without limitation, the value truth and accuracy of the Property or its suitability for Buyerall of Seller’s use, the status representations and warranties under Section 8 of any of the Leases or of the tenants thereunder, the ownership, management or operation of the Property, including any claim or demand by any tenant for the refund or return of any security deposit or other deposit, or the accuracy or completeness of any information reviewed by Buyer in connection with its investigations of the Property and which may have been relied upon by Buyer in deciding to purchase the Property, (ii) any Handling (as defined below) of any Waste Materials (defined below) or Hazardous Materials (as defined below) at, beneath, to, from, or about the Property, (iii) any compliance or non-compliance with Environmental Laws regarding any Waste Materials, Hazardous Materials or any Handling related thereto at, beneath, to, from, or about the Property, (iv) any acts, omissions, services or other conduct related to any of the foregoing items “(i)” through “(iii),” inclusive, and/or (v) any condition, activity, or other matter respecting the Property that is not addressed by any of the foregoing items “(i)” through “(iv),” inclusive, and that is related to pollution or protection of the environment, natural resources, or public healththis Agreement. This Release shall survive the close of escrow and the recording of the Deed conveying the Property from Seller to Buyer. TO THE FULLEST EXTENT NOT PROHIBITED BY LAW, BUYER HEREBY SPECIFICALLY WAIVES SECTION 1542 THE PROVISION OF THE CALIFORNIA CIVIL CODE (“SECTION 1542”) AND ANY SIMILAR LAW OF ANY OTHER STATE, TERRITORY OR JURISDICTION. SECTION 1542 PROVIDESWHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.  /s/ GOR Buyer’s Initials  The provisions of this Section 11 shall survive the Closing.” BUYER ACKNOWLEDGES THAT THIS WAIVER AND RELEASE IS VOLUNTARY AND WITHOUT ANY DURESS OR UNDUE INFLUENCE, AND IS GIVEN AS PART OF THE CONSIDERATION FOR THE AGREEMENTS SET FORTH HEREIN. BUYER EXPRESSLY ACKNOWLEDGES THAT IT MAY HEREAFTER DISCOVER FACTS DIFFERENT FROM OR IN ADDITION TO THOSE, WHICH IT NOW BELIEVES TO BE TRUE WITH RESPECT TO THE RELEASE OF CLAIMS. BUYER AGREES THAT THE FOREGOING RELEASE SHALL BE AND REMAIN EFFECTIVE IN ALL RESPECTS NOTWITHSTANDING SUCH DIFFERENT OR ADDITIONAL FACTS. BUYER HEREBY SPECIFICALLY ACKNOWLEDGES THAT BUYER HAS CAREFULLY REVIEWED THIS SUBSECTION AND DISCUSSED ITS IMPORT WITH LEGAL COUNSEL AND THAT THE PROVISIONS OF THIS SUBSECTION ARE A MATERIAL PART OF THIS AGREEMENT. ME BUYER’S INITIALS As used in this Agreement, the following terms have the following definitions:

As-Is Purchase. Buyer acknowledges that prior to expiration of the Effective Date it Due Diligence Period, subject to the limitations of this Agreement, Buyer will has have had the opportunity to inspect the Property and observe the physical characteristics and condition of the Property and any and all other matters, as to, concerning or with respect to any matter whatsoever relating to the Property or this Agreement or of concern to Buyer (“"Property Condition”Conditions"), including, but not limited to: title; the environmental condition of the Property (Property, including the presence or absence of Hazardous Materials (as defined below) in, on, or about the Property); water, soil, pest and geological conditions of the Property; the Leases; the Contracts; the financial condition of the Property; the suitability of the Property for any and all activities and/or uses which may be conducted thereon; the compliance of or by the Property with any and all laws, rules, ordinances or regulations of any applicable governmental authority or body (including environmental, zoning, building codes, and the status of any development or use rights respecting the Property); the availability of permits, licenses and approvals respecting the Property; the economic or engineering feasibility of any alteration or renovation of the Property that may be contemplated by Buyer; the habitability, merchantability, marketability, profitability or fitness for a particular purpose of the Property; and the physical condition of the Improvements, including construction defects, deferred maintenance, and other adverse physical conditions or defects. Buyer further acknowledges and agrees that that, except for any express representations, warranties warranties, or agreements made by Seller hereinin this Agreement or in the Closing Documents ("Seller's Representations"), neither Seller nor any of Seller’s 's employees, agents agents, or representatives have made any representations, warranties warranties, or agreements, express or implied, by or on behalf of Seller as to any matters concerning the Property Condition. Except as otherwise expressly set forth in this Agreementfor Seller's Representations, Seller disclaims any and all such statements representations, warranties, and representations agreements and Buyer agrees that that, except for Seller's Representations, any inaccuracy or deficiency in information, advice advice, or documents given to Buyer shall be solely the responsibility and risk of Buyer, and shall not be chargeable in any respect to Seller. Buyer acknowledges that that, except for Seller's Representations, it is not relying on any statement or representation, whether express or implied, oral or written, that has been made or that in the future may be made by Seller or any of Seller’s 's employees, agents, attorneys or representatives concerning the Property Condition. Buyer hereby acknowledgesacknowledges and agrees, agrees and represents except for Seller's Representations, that the Property is to be purchased, conveyed conveyed, and accepted by Buyer in its present condition, “"AS IS,” “" "WHERE IS” AND “" and "WITH ALL FAULTS,” ". By the end of the Due Diligence Period, subject to the limitations of this Agreement, Buyer will have examined, reviewed, and that no patent or latent defect or deficiency in inspected the Property Condition whether or not known or discovered, shall affect the rights of either Seller or Buyer hereunder nor shall the Purchase Price be reduced as a consequence thereof. Prior to the Effective Date, Buyer has examined, reviewed and inspected all of the Property Condition Conditions and other matters which, in Buyer’s 's judgment, bear upon the Property and its value and suitability for Buyer’s 's purposes. Upon Closing, Buyer will acquire the Property solely on the basis of its Buyer's own examinations, reviews reviews, and inspections and the title insurance protection afforded by the owner’s title policyTitle Policy and Seller's Representations. Upon Closing, Buyer shall assume the risk that Property Conditions may not have been revealed by Buyer’s 's investigations. The release and waiver of claims set forth below shall be referred to as the “"Release.” " Upon the Closing, except with respect to Seller's Representations, Buyer, on its own behalf and on behalf of each of its successors and assigns and each and all of its and their respective membersagents, representatives, trustees, property managers (whether agents or independent contractors), investment managers, investment advisors, attorneys, consultants, contractors, partners, officersmanagers, members, shareholders, parents, subsidiaries, affiliates, joint ventures, directors, employeesofficers and employees and each of their agents, representatives, trustees, property managers (whether agents or independent contractors), investment managers, investment advisors, attorneys, ./-/5-2-19// 5 3285553_2 consultants, contractors, partners, managers, members, shareholders, parents, affiliates and subsidiaries, affiliates, joint ventures, directors, officers and employees of any tier (collectively, "Waiver Parties") releases Seller and its agents, representatives, trustees, property managers (whether agents or independent contractors), investment managers, investment advisors, attorneys, consultants, contractors, partners, managers, members, shareholders, beneficiaries, parents, subsidiaries, affiliates, joint ventures, directors, officers and employees and each of their agents, representatives, trustees, property managers (whether agents or independent contractors), investment managers, investment advisors, attorneys, consultants, contractors, partners, managers, members, shareholders, beneficiaries, parents, subsidiaries, affiliates, joint ventures, directors, officers and employees of any tier and each of their respective successors and assigns (collectively, “Waiver Parties”) releases Seller and its respective members, partners, affiliates, parent business organizations, subsidiary business organizations, shareholders, officers, directors, employees and representatives (collectively, “"Released Parties”") from, and waives any and all liability, claims, demands, damages and costs (including attorneys’ ' fees and expenses) of any and every kind or character, known or unknown, for, arising out offrom, or attributable to, any and all Property Conditions, including, without limitation, any and all actual, threatened or potential claims, claims for contribution under Environmental Laws (as defined below)Laws, suits, proceedings, actions, causes of action, demands, liabilities, losses, obligations, orders, requirements or restrictions, liens, penalties, fines, charges, debts, damages, costs, and expenses of every kind and nature, whether now known or unknown, whether foreseeable or unforeseeable, whether under any foreign, federal, state or local law (both statutory and non-statutory), and, whether asserted or demanded by a third party against any of the Waiver Parties or incurred directly or indirectly by any of the Waiver Parties themselvesthemselves (collectively, that "Claims"), which any of the Waiver Parties has or may now have arising from or hereafter have against any of related to the Released Parties following (collectively, “"Released Claims”), and that arise in connection with or in any way are related to "): (i) the physical condition of the Property, the financial condition of the Property, or the financial conditions condition of the tenants under the Leases, the value of the Property or its suitability for Buyer’s 's use, the status of any of the Leases or of the tenants thereunder, the ownership, management or operation of the Property, including any claim or demand by any tenant for the refund or return of any security deposit or other depositdeposit to the extent credited to Buyer at Closing, or the accuracy or completeness of any information reviewed by Buyer in connection with its investigations of the Property and which may have been relied upon by Buyer in deciding to purchase the Property, (ii) any Handling (as defined below) of any Waste Materials (defined below) or Hazardous Materials (as defined below) at, beneath, to, from, or about the Property, (iii) any compliance or non-compliance with Environmental Laws regarding any Waste Materials, Hazardous Materials or any Handling related thereto at, beneath, to, from, or about the Property, (iv) any acts, omissions, services or other conduct related to any of the foregoing items “"(i)” " through “"(iii),” " inclusive, and/or (v) any condition, activity, or other matter respecting the Property that is not addressed by any of the foregoing items “"(i)” " through “"(iv),” " inclusive, and that is related to pollution or protection of the environment, natural resources, or public health; provided, however, the Released Claims shall not include claims for breach of Seller's Representations or intentional fraud. Buyer acknowledges that any condition of the Property which Buyer discovers or desires to correct or improve prior to or after the Closing Date shall be at Buyer's sole expense. This Release shall survive the close of escrow Closing and the recording of the Deed conveying the Property from Seller to Buyer. TO THE FULLEST EXTENT NOT PROHIBITED BY LAW, BUYER HEREBY EXPRESSLY AND SPECIFICALLY WAIVES THE BENEFITS OF SECTION 1542 OF THE CALIFORNIA CIVIL CODE (“"SECTION 1542”") AND ANY SIMILAR LAW OF ANY OTHER STATE, TERRITORY OR JURISDICTIONSUCCESSOR LAWS. SECTION 1542 PROVIDESPROVIDES AS FOLLOWS: “./-/5-2-19// 6 3285553_2 "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASERELEASE AND THAT, WHICH IF KNOWN BY TO HIM OR HER MUST HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTORDEBTOR OR RELEASED PARTY.” " BUYER ACKNOWLEDGES THAT THIS WAIVER AND RELEASE IS VOLUNTARY AND WITHOUT ANY DURESS OR UNDUE INFLUENCE, AND IS GIVEN AS PART OF THE CONSIDERATION FOR THE AGREEMENTS SET FORTH HEREIN. BUYER EXPRESSLY ACKNOWLEDGES THAT IT MAY HEREAFTER DISCOVER FACTS DIFFERENT FROM OR IN ADDITION TO THOSE, WHICH IT NOW BELIEVES TO BE TRUE WITH RESPECT TO THE RELEASE OF CLAIMS. BUYER AGREES THAT THE FOREGOING RELEASE SHALL BE AND REMAIN EFFECTIVE IN ALL RESPECTS NOTWITHSTANDING SUCH DIFFERENT OR ADDITIONAL FACTS. BUYER HAS BEEN ADVISED BY ITS LEGAL COUNSEL AND UNDERSTANDS THE SIGNIFICANCE OF THIS WAIVER OF SECTION 1542 RELATING TO UNKNOWN, UNSUSPECTED AND CONCEALED CLAIMS, AND BUYER HEREBY SPECIFICALLY ACKNOWLEDGES THAT BUYER HAS CAREFULLY REVIEWED THIS SUBSECTION AND DISCUSSED ITS IMPORT WITH LEGAL COUNSEL AND THAT THE PROVISIONS OF THIS SUBSECTION ARE A MATERIAL PART OF THIS AGREEMENT. ME BY ITS INITIALS BELOW, BUYER ACKNOWLEDGES THAT IT FULLY UNDERSTANDS, APPRECIATES AND ACCEPTS ALL OF THE TERMS OF THIS SUBSECTION AND RELEASE. NOTWITHSTANDING ANY OTHER PROVISION IN THIS AGREEMENT TO THE CONTRARY, THE WAIVERS, RELEASES, ACQUITTALS, AND DISCHARGES REFERRED TO ABOVE SHALL NOT BE APPLICABLE TO: (I) ANY CLAIMS ARISING OUT OF ANY BREACH OF COVENANTS, REPRESENTATIONS, OR WARRANTIES OF SELLER THAT ARE EXPRESSLY SET FORTH IN THE AGREEMENT; (II) DAMAGE TO PERSONAL PROPERTY OR PERSONAL OR BODILY INJURY WHICH OCCURRED ON THE REAL PROPERTY, OR ANY PART THEREOF, PRIOR TO THE CLOSE OF ESCROW, THROUGH NO ACT OR OMISSION ON THE PART OF BUYER AND/OR BUYER’S 'S AGENTS, EMPLOYEES, CONSULTANTS OR CONTRACTORS; (III) ANY OBLIGATIONS OF SELLER UNDER THIS AGREEMENT OR ANY DOCUMENT DELIVERED BY SELLER TO BUYER AS OF THE CLOSING HEREUNDER THAT SURVIVE THE CLOSING HEREUNDER; (IV) AND ANY INTENTIONAL FRAUD COMMITTED BY SELLER. ________/s/ JH__________ BUYER'S INITIALS As used in this Agreement, the following terms have the following definitions:: ./-/5-2-19// 7 3285553_2

As-Is Purchase. Buyer acknowledges that prior to the Effective Date Closing it will has have had the opportunity to inspect the Property and observe the physical characteristics and condition of the Property and any and all other matters, matters as to, concerning or with respect to any matter whatsoever relating to the Property or this Agreement or of concern to Buyer (“Property Condition”), including, but not limited to: title; the environmental condition of the Property (including the presence or absence of Hazardous Materials (as defined below) in, on, or about the Property); water, soil, pest and geological conditions of the Property; the LeasesLease; the Contracts; the financial condition of the Property; the suitability of the Property for any and all activities and/or uses which may be conducted thereon; the compliance of or by the Property with any and all laws, rules, ordinances or regulations of any applicable governmental authority or body (including environmental, zoning, building codes, and the status of any development or use rights respecting the Property); the availability of permits, licenses and approvals respecting the Property; the economic or engineering feasibility of any alteration or renovation of the Property that may be contemplated by Buyer; the habitability, merchantability, marketability, profitability or fitness for a particular purpose of the Property; and the physical condition of the Improvements, including construction defects, deferred maintenance, and other adverse physical conditions or defects. Buyer further acknowledges and agrees that that, except for any representationscovenants, representations or warranties or agreements made by Seller hereinor any Individual Seller herein or in any document delivered by or on behalf of Seller at Closing (collectively, neither the “Seller Closing Documents”), none of Seller, Individual Seller nor any of Individual Seller’s employees, agents or representatives have has made any representations, warranties or agreements, express or implied, by or on behalf of Seller or an Individual Seller as to any matters concerning the Property Condition. Except as otherwise expressly set forth in this AgreementAgreement or in the Seller Closing Documents, Seller and each Individual Seller disclaims any and all such statements and representations representations, and Buyer agrees that any inaccuracy or deficiency in information, advice or documents given to Buyer shall be solely the responsibility and risk of Buyer, and shall not be chargeable in any respect to any Individual Seller. Buyer acknowledges that it is not relying on any statement or representation, whether express or implied, oral or written, that has been made or that in the future may be made by an Individual Seller or any of Individual Seller’s employees, agents, attorneys or representatives concerning the Property ConditionCondition except for any covenants, representations or warranties made by Seller or any Individual Seller herein or in the Seller Closing Documents. Buyer hereby acknowledges, agrees and represents that that, except for any covenants, representations or warranties made by Seller or any Individual Seller herein or in the Seller Closing Documents, the Property is to be purchased, conveyed and accepted by Buyer in its present condition, “AS IS,” “WHERE IS” AND and “WITH ALL FAULTS,” and that no patent or latent defect or deficiency in the Property Condition whether or not known or discovered, shall affect the rights of either Seller or Buyer hereunder nor shall the Purchase Price be reduced as a consequence thereof. Prior to By the Effective Dateend of the Due Diligence Period, Buyer has examinedwill have had the opportunity to examine, reviewed review and inspected inspect all of the Property Condition and other matters which, in Buyer’s judgment, bear upon the Property and its value and suitability for Buyer’s purposes. Upon Closing, Buyer will acquire the Property solely on the basis of its own examinations, reviews and inspections and inspections, the title insurance protection afforded by the owner’s title policyTitle Policy and the covenants, representations or warranties made by Seller and any Individual Seller herein or in the Seller Closing Documents. Upon ClosingUPON CLOSING, Buyer shall assume the risk that Property Conditions may not have been revealed by Buyer’s investigationsBUYER SHALL ASSUME THE RISK THAT PROPERTY CONDITIONS MAY NOT HAVE BEEN REVEALED BY BUYER’S INVESTIGATIONS. The release and waiver of claims set forth below shall be referred to as the THE RELEASE AND WAIVER OF CLAIMS SET FORTH BELOW SHALL BE REFERRED TO AS THE “ReleaseRELEASE.” Upon the ClosingUPON THE CLOSING, BuyerBUYER, on its own behalf and on behalf of each of its successors and assigns and each and all of its and their respective membersON ITS OWN BEHALF AND ON BEHALF OF EACH OF ITS SUCCESSORS AND ASSIGNS AND EACH AND ALL OF ITS AND THEIR RESPECTIVE MEMBERS, partnersPARTNERS, officersOFFICERS, directorsDIRECTORS, employeesEMPLOYEES, parentsPARENTS, affiliates and subsidiariesAFFILIATES AND SUBSIDIARIES, and each of their respective successors and assigns AND EACH OF THEIR RESPECTIVE SUCCESSORS AND ASSIGNS (collectivelyCOLLECTIVELY, “Waiver PartiesWAIVER PARTIES”) releases Seller and its respective membersRELEASES SELLER, partnersEACH INDIVIDUAL SELLER AND ITS RESPECTIVE MEMBERS, affiliatesPARTNERS, parent business organizationsAFFILIATES, subsidiary business organizationsPARENT BUSINESS ORGANIZATIONS, shareholdersSUBSIDIARY BUSINESS ORGANIZATIONS, officersSHAREHOLDERS, directorsOFFICERS, employees and representatives DIRECTORS, BENEFICIARIES, AGENTS, EMPLOYEES, ATTORNEYS AND REPRESENTATIVES AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS (collectivelyCOLLECTIVELY, “Released PartiesRELEASED PARTIES”) fromFROM, and waives any and all liabilityAND WAIVES ANY AND ALL LIABILITY, claimsCLAIMS, demandsDEMANDS, damages and costs DAMAGES AND COSTS (including attorneysINCLUDING ATTORNEYS’ fees and expensesFEES AND EXPENSES) of any and every kind or characterOF ANY AND EVERY KIND OR CHARACTER, known or unknownKNOWN OR UNKNOWN, forFOR, arising out ofARISING OUT OF, or attributable toOR ATTRIBUTABLE TO, any and all Property ConditionsANY AND ALL PROPERTY CONDITIONS THAT IT HAS AGAINST SELLER, includingINCLUDING, without limitationWITHOUT LIMITATION, any and all actualANY AND ALL ACTUAL, threatened or potential claimsTHREATENED OR POTENTIAL CLAIMS, claims for contribution under Environmental Laws CLAIMS FOR CONTRIBUTION UNDER ENVIRONMENTAL LAWS (as defined belowAS DEFINED BELOW), suitsSUITS, proceedingsPROCEEDINGS, actionsACTIONS, causes of actionCAUSES OF ACTION, demandsDEMANDS, liabilitiesLIABILITIES, lossesLOSSES, obligationsOBLIGATIONS, ordersORDERS, requirements or restrictionsREQUIREMENTS OR RESTRICTIONS, liensLIENS, penaltiesPENALTIES, finesFINES, chargesCHARGES, debtsDEBTS, damagesDAMAGES, costsCOSTS, and expenses of every kind and natureAND EXPENSES OF EVERY KIND AND NATURE, whether now known or unknownWHETHER NOW KNOWN OR UNKNOWN, whether foreseeable or unforeseeableWHETHER FORESEEABLE OR UNFORESEEABLE, whether under any foreignWHETHER UNDER ANY FOREIGN, federalFEDERAL, state or local law STATE OR LOCAL LAW (both statutory and nonBOTH STATUTORY AND NON-statutorySTATUTORY), andAND, whether asserted or demanded by a third party against any of the Waiver Parties or incurred directly or indirectly by any of the Waiver Parties themselvesWHETHER ASSERTED OR DEMANDED BY A THIRD PARTY AGAINST ANY OF THE WAIVER PARTIES OR INCURRED DIRECTLY OR INDIRECTLY BY ANY OF THE WAIVER PARTIES THEMSELVES, that any of the Waiver Parties may now or hereafter have against any of the Released Parties THAT ANY OF THE WAIVER PARTIES MAY NOW OR HEREAFTER HAVE AGAINST ANY OF THE RELEASED PARTIES (collectivelyCOLLECTIVELY, “ClaimsCLAIMS”), and that arise in connection with or in any way are related to AND THAT ARISE IN CONNECTION WITH OR IN ANY WAY ARE RELATED TO (iI) the physical condition of the PropertyTHE PHYSICAL CONDITION OF THE PROPERTY, the financial condition of the PropertyTHE FINANCIAL CONDITION OF THE PROPERTY, or the financial conditions of the tenants under the LeasesOR THE FINANCIAL CONDITIONS OF THE TENANT UNDER THE LEASE, the value of the Property or its suitability for Buyer’s useTHE VALUE OF THE PROPERTY OR ITS SUITABILITY FOR BUYER’S USE, the status of any of the Leases or of the tenants thereunderTHE STATUS OF THE LEASE OR OF THE TENANTS THEREUNDER, the ownershipTHE OWNERSHIP, management or operation of the PropertyMANAGEMENT OR OPERATION OF THE PROPERTY, including any claim or demand by any tenant for the refund or return of any security deposit or other depositINCLUDING ANY CLAIM OR DEMAND BY ANY TENANT FOR THE REFUND OR RETURN OF ANY SECURITY DEPOSIT OR OTHER DEPOSIT, or the accuracy or completeness of any information reviewed by Buyer in connection with its investigations of the Property and which may have been relied upon by Buyer in deciding to purchase the PropertyOR THE ACCURACY OR COMPLETENESS OF ANY INFORMATION REVIEWED BY BUYER IN CONNECTION WITH ITS INVESTIGATIONS OF THE PROPERTY AND WHICH MAY HAVE BEEN RELIED UPON BY BUYER IN DECIDING TO PURCHASE THE PROPERTY, (iiII) any Handling ANY HANDLING (as defined belowAS DEFINED BELOW) of any Waste Materials OF ANY WASTE MATERIALS (defined belowDEFINED BELOW) or Hazardous Materials OR HAZARDOUS MATERIALS (as defined belowAS DEFINED BELOW) atAT, beneathBENEATH, toTO, fromFROM, or about the PropertyOR ABOUT THE PROPERTY, (iiiIII) any compliance or nonANY COMPLIANCE OR NON-compliance with Environmental Laws regarding any Waste MaterialsCOMPLIANCE WITH ENVIRONMENTAL LAWS REGARDING ANY WASTE MATERIALS, Hazardous Materials or any Handling related thereto atHAZARDOUS MATERIALS OR ANY HANDLING RELATED THERETO AT, beneathBENEATH, toTO, fromFROM, or about the PropertyOR ABOUT THE PROPERTY, (ivIV) any actsANY ACTS, omissionsOMISSIONS, services or other conduct related to any of the foregoing items SERVICES OR OTHER CONDUCT RELATED TO ANY OF THE FOREGOING ITEMS “(iI)” through THROUGH “(iiiIII),” inclusiveINCLUSIVE, and/or AND/OR (vV) any conditionANY CONDITION, activityACTIVITY, or other matter respecting the Property that is not addressed by any of the foregoing items OR OTHER MATTER RESPECTING THE PROPERTY THAT IS NOT ADDRESSED BY ANY OF THE FOREGOING ITEMS “(iI)” through THROUGH “(ivIV),” inclusive, and that is related to pollution or protection of the environment, natural resources, or public healthINCLUSIVE. This Release shall survive the close of escrow and the recording of the Deed conveying the Property from Seller to BuyerBUYER ACKNOWLEDGES THAT ANY CONDITION OF THE PROPERTY WHICH BUYER DISCOVERS OR DESIRES TO CORRECT OR IMPROVE PRIOR TO OR AFTER THE CLOSING DATE SHALL BE AT BUYER’S SOLE EXPENSE. THIS RELEASE SHALL SURVIVE THE CLOSE OF ESCROW AND THE RECORDING OF THE DEED CONVEYING THE PROPERTY FROM SELLER TO BUYER. TO THE FULLEST EXTENT NOT PROHIBITED PERMITTED BY LAW, BUYER HEREBY EXPRESSLY AND SPECIFICALLY WAIVES SECTION 1542 OF THE CALIFORNIA CIVIL CODE (“SECTION 1542”) AND ANY SIMILAR LAW OF ANY OTHER STATE, TERRITORY OR JURISDICTION. SECTION 1542 PROVIDES: “A GENERAL RELEASE DOES NOT EXTEND TO ALL CLAIMS WHICH THE CREDITOR BUYER DOES NOT KNOW OF OR SUSPECT TO EXIST IN HIS OR HER ITS FAVOR AT THE TIME OF EXECUTING THE RELEASETHIS AGREEMENT, WHICH IF KNOWN BY HIM OR HER IT MUST HAVE MATERIALLY AFFECTED HIS ITS PURCHASE OF THE PROPERTY. NOTWITHSTANDING THE FOREGOING, NOTHING IN THIS SECTION 4(I) SHALL LIMIT SELLER’S LIABILITY AS PROVIDED IN THIS AGREEMENT, NOR SHALL THIS SECTION 4(I) SERVE TO RELEASE SELLER WITH RESPECT TO SELLER’S FRAUD OR HER SETTLEMENT WITH THE DEBTOR.” BUYER ACKNOWLEDGES THAT THIS WAIVER AND RELEASE IS VOLUNTARY AND WITHOUT SELLER’S BREACH OF ANY DURESS OR UNDUE INFLUENCEOF ITS REPRESENTATIONS, WARRANTIES, COVENANTS, AND IS GIVEN AS PART OF INDEMNITIES OR SELLER’S LIABILITIES OR OBLIGATIONS UNDER THIS AGREEMENT OR ANY SELLER CLOSING DOCUMENT. FURTHER NOTWITHSTANDING THE CONSIDERATION FOR THE AGREEMENTS RELEASE SET FORTH HEREININ THIS SECTION 4(I), BUYER SHALL HAVE THE RIGHT TO DEFEND ANY GOVERNMENTAL OR THIRD PARTY ENVIRONMENTAL OR OTHER CLAIM ASSERTED AGAINST BUYER AFTER CLOSING WITH RESPECT TO ANY ENVIRONMENTAL OR OTHER MATTER OCCURRING PRIOR TO THE CLOSING BY ALLEGING THAT SELLER AND NOT BUYER IS LIABLE FOR SUCH CLAIMS. BUYER EXPRESSLY ACKNOWLEDGES THAT IT MAY HEREAFTER DISCOVER FACTS DIFFERENT FROM OR IN ADDITION TO THOSE, WHICH IT NOW BELIEVES TO BE TRUE WITH RESPECT TO THE RELEASE OF CLAIMS. SUBJECT TO THE OTHER PROVISIONS OF THIS SECTION 4(I), BUYER AGREES THAT THE FOREGOING RELEASE SHALL BE AND REMAIN EFFECTIVE IN ALL RESPECTS NOTWITHSTANDING SUCH DIFFERENT OR ADDITIONAL FACTS. BUYER HEREBY SPECIFICALLY ACKNOWLEDGES THAT BUYER HAS CAREFULLY REVIEWED THIS SUBSECTION AND DISCUSSED ITS IMPORT WITH LEGAL COUNSEL AND THAT THE PROVISIONS OF THIS SUBSECTION ARE A MATERIAL PART OF THIS AGREEMENT. ME BUYER’S INITIALS As used in this Agreement, the following terms have the following definitions:

As-Is Purchase. Buyer acknowledges that prior to the Effective Date it Buyer will has have had the opportunity to inspect conduct prior to the Closing Date, such studies and investigations of the Property as Buyer desires, and that Buyer will have had the right to observe to its satisfaction, and will have observed to its satisfaction, the physical characteristics and condition of the Property and any and all other matters, as to, concerning or with respect to any matter whatsoever relating to the Property or this Agreement or of concern to Buyer (“Property Condition”), including, but not limited to: title; the environmental condition of the Property (including the presence or absence of Hazardous Materials (as defined below) in, on, or about the Property); water, soil, pest and geological conditions of the Property; the Leases; the Contracts; the financial condition of the Property; the suitability of the Property for any and all activities and/or uses which may be conducted thereon; the compliance of or by the Property with any and all laws, rules, ordinances or regulations of any applicable governmental authority or body (including environmental, zoning, building codes, and the status of any development or use rights respecting the Property); the availability of permits, licenses and approvals respecting the Property; the economic or engineering feasibility of any alteration or renovation of the Property that may be contemplated by Buyer; the habitability, merchantability, marketability, profitability or fitness for a particular purpose of the Property; and the physical condition of the Improvements, including construction defects, deferred maintenance, and other adverse physical conditions or defects. Buyer further acknowledges and agrees that except for any representations, warranties or agreements made by Seller herein, neither Seller nor any of Seller’s employees, agents or representatives have made any representations, warranties or agreements, express or implied, by or on behalf of Seller as to any matters concerning the Property Condition. Except as otherwise expressly set forth in this Agreementthe Closing Documents, Seller disclaims any and all such statements and representations and Buyer agrees that any inaccuracy or deficiency in information, advice or documents given to Buyer shall be solely the responsibility and risk of Buyer, and shall not be chargeable in any respect to Seller. Buyer acknowledges that it is not relying on any statement or representation, whether express or implied, oral or written, that has been made or that in the future may be made by Seller or any of Seller’s employees, agents, attorneys or representatives concerning the Property Condition. Buyer hereby acknowledges, and agrees and represents that the Property is to be purchased, conveyed purchased and accepted by Buyer in its present conditioncondition as of the Closing Date, “"AS IS,” “WHERE IS” AND “WITH ALL FAULTS,” and that no patent ", without any implied or latent defect express warranty or deficiency in the Property Condition whether or not known or discovered, shall affect the rights of either representation by Seller or Buyer hereunder nor shall the Purchase Price be reduced as a consequence thereof. Prior anyone acting or purporting to the Effective Date, Buyer has examined, reviewed and inspected all of the Property Condition and other matters which, in Buyer’s judgment, bear upon the Property and its value and suitability for Buyer’s purposes. Upon Closing, Buyer will acquire the Property solely act on the basis of its own examinations, reviews and inspections and the title insurance protection afforded by the owner’s title policy. Upon Closing, Buyer shall assume the risk that Property Conditions may not have been revealed by Buyer’s investigations. The release and waiver of claims set forth below shall be referred to as the “Release.” Upon the Closing, Buyer, on its own Seller's behalf and on behalf of each of its successors and assigns and each and all of its and their respective members, partners, officers, directors, employees, parents, affiliates and subsidiaries, and each of their respective successors and assigns (collectively, “Waiver Parties”) releases Seller and its respective members, partners, affiliates, parent business organizations, subsidiary business organizations, shareholders, officers, directors, employees and representatives (collectively, “Released Parties”) from, and waives any and all liability, claims, demands, damages and costs (including attorneys’ fees and expenses) of any and every kind or character, known or unknown, for, arising out of, or attributable to, any and all Property Conditions, including, without limitation, any and all actual, threatened or potential claims, claims for contribution under Environmental Laws (as defined below), suits, proceedings, actions, causes of action, demands, liabilities, losses, obligations, orders, requirements or restrictions, liens, penalties, fines, charges, debts, damages, costs, and expenses of every kind and nature, whether now known or unknown, whether foreseeable or unforeseeable, whether under any foreign, federal, state or local law (both statutory and non-statutory), and, whether asserted or demanded by a third party against any of the Waiver Parties or incurred directly or indirectly by any of the Waiver Parties themselves, that any of the Waiver Parties may now or hereafter have against any of the Released Parties (collectively, “Claims”"Seller's Agents"), and with all patent and latent defects. No representations or warranties, express or implied regarding the Property or matters affecting the Property have been or will be made with respect to the Property or the subject matter of this Agreement, by Seller or Seller's Agents, or by any other person or entity, except as expressly set forth in this Agreement or the Closing Documents. Without limiting the foregoing, Buyer acknowledges that arise in connection with no representation is or in any way are related to (i) will be made concerning the physical condition, environmental, economic, or legal condition of the Property, title to or the financial condition boundaries of the Property, topography, climate, air, water rights, utilities, leases, water, present and future zoning, physical condition, soil condition, pest control matters, engineering characteristics, traffic patterns, purposes to which the Property may be suited, value, potential for development, contamination, drainage, access to public roads, proposed routes of roads or extensions thereof, and compliance with building, health, safety laws, Environmental Laws, land use laws and regulations to which the Property may be subject or any other matter in any way affecting the Property, or the financial conditions of use or ownership thereof (herein collectively the tenants under "Property Matters") by Seller, Seller's Agents, or by any other person or entity, except as expressly set forth in this Agreement or the LeasesClosing Documents. Buyer acknowledges that, the value of the Property although Seller has disclosed or its suitability for Buyer’s use, the status of any of the Leases or of the tenants thereunder, the ownership, management or operation of made available documents and reports concerning the Property, including other than those specifically set forth in this Agreement and the Closing Documents, (i) that Seller cannot and does not make any claim warranty or demand by any tenant for representation whatsoever concerning the refund or return of any security deposit or other deposit, completeness or the accuracy or completeness of any information reviewed by Buyer contained in connection with its investigations of the Property such documents and which may have been relied upon by Buyer in deciding to purchase the Property, reports and (ii) that Buyer is not relying upon any Handling (as defined below) of any Waste Materials (defined below) or Hazardous Materials (as defined below) atsuch representations and warranties made by Seller, beneath, to, fromSeller's Agents, or about the Propertyany other person or entity. Buyer further acknowledges that it has not received from Seller or anyone acting or claiming to act on Seller's behalf, (iii) any compliance or non-compliance with Environmental Laws regarding any Waste Materialsaccounting, Hazardous Materials or any Handling related thereto attax, beneathlegal, toarchitectural, fromengineering, or about the Propertyproperty management, (iv) any acts, omissions, services environmental or other conduct related advice with respect to any this transaction and is relying solely upon the advice of the foregoing items “(i)” through “(iii),” inclusiveits own accounting, and/or (v) any conditiontax, activitylegal, or architectural, engineering, property management, environmental and other matter respecting the Property that is not addressed by any of the foregoing items “(i)” through “(iv),” inclusive, and that is related to pollution or protection of the environment, natural resources, or public health. This Release shall survive the close of escrow and the recording of the Deed conveying the Property from Seller to Buyer. TO THE FULLEST EXTENT NOT PROHIBITED BY LAW, BUYER HEREBY SPECIFICALLY WAIVES SECTION 1542 OF THE CALIFORNIA CIVIL CODE (“SECTION 1542”) AND ANY SIMILAR LAW OF ANY OTHER STATE, TERRITORY OR JURISDICTION. SECTION 1542 PROVIDES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTORadvisors.” BUYER ACKNOWLEDGES THAT THIS WAIVER AND RELEASE IS VOLUNTARY AND WITHOUT ANY DURESS OR UNDUE INFLUENCE, AND IS GIVEN AS PART OF THE CONSIDERATION FOR THE AGREEMENTS SET FORTH HEREIN. BUYER EXPRESSLY ACKNOWLEDGES THAT IT MAY HEREAFTER DISCOVER FACTS DIFFERENT FROM OR IN ADDITION TO THOSE, WHICH IT NOW BELIEVES TO BE TRUE WITH RESPECT TO THE RELEASE OF CLAIMS. BUYER AGREES THAT THE FOREGOING RELEASE SHALL BE AND REMAIN EFFECTIVE IN ALL RESPECTS NOTWITHSTANDING SUCH DIFFERENT OR ADDITIONAL FACTS. BUYER HEREBY SPECIFICALLY ACKNOWLEDGES THAT BUYER HAS CAREFULLY REVIEWED THIS SUBSECTION AND DISCUSSED ITS IMPORT WITH LEGAL COUNSEL AND THAT THE PROVISIONS OF THIS SUBSECTION ARE A MATERIAL PART OF THIS AGREEMENT. ME BUYER’S INITIALS As used in this Agreement, the following terms have the following definitions:

As-Is Purchase. i. Buyer acknowledges that prior to the Effective Date Closing it will has have had the opportunity to inspect the Property and observe the physical characteristics and condition of the Property and any and all other matters, as to, concerning or with respect to any matter whatsoever relating to the Property or this Agreement or of concern to Buyer (“Property Condition”), including, but not limited to: title; the environmental condition of the Property (including the presence or absence of Hazardous Materials (as defined below) in, on, or about the Property); water, soil, pest and geological conditions of the Property; the Leases; the Contracts; the financial condition of the Property; the suitability of the Property for any and all activities and/or uses which may be conducted thereon; the compliance of or by the Property with any and all laws, rules, ordinances or regulations of any applicable governmental authority or body (including environmental, zoning, building codes, and the status of any development or use rights respecting the Property); the availability of permits, licenses and approvals respecting the Property; the economic or engineering feasibility of any alteration or renovation of the Property that may be contemplated by Buyer; the habitability, merchantability, marketability, profitability or fitness for a particular purpose of the Property; and the physical condition of the Improvements, including construction defects, deferred maintenance, and other adverse physical conditions or defects. Buyer further acknowledges and agrees that that, except for any express representations, warranties or agreements made by Seller herein, neither Seller nor any of Seller’s employees, agents or representatives have made any representations, warranties or agreements, express or implied, by or on behalf of Seller as to any matters concerning the Property Condition. Except as otherwise expressly set forth in this Agreement, Seller disclaims any and all such statements and representations representations, and Buyer agrees that any inaccuracy or deficiency in information, advice or documents given to Buyer shall be solely the responsibility and risk of Buyer, and shall not be chargeable in any respect to Seller. Buyer acknowledges that it is not relying on any statement or representation, whether express or implied, oral or written, that has been made or that in the future may be made by Seller or any of Seller’s employees, agents, attorneys or representatives concerning the Property Condition. Buyer hereby acknowledges, agrees and represents that the Property is to be purchased, conveyed and accepted by Buyer in its present condition, “AS IS,” “WHERE IS” AND “WITH ALL FAULTS,” and that no patent or latent defect or deficiency in the Property Condition whether or not known or discovered, shall affect the rights of either Seller or Buyer hereunder nor shall the Purchase Price be reduced as a consequence thereof. Prior to the Effective Date, Buyer has examined, reviewed and inspected all of the Property Condition and other matters which, in Buyer’s judgment, bear upon the Property and its value and suitability for Buyer’s purposes. Upon Closing, Buyer will acquire the Property solely on the basis of its own examinations, reviews and inspections and the title insurance protection afforded by the owner’s title policy. Upon Closing, Buyer shall assume the risk that Property Conditions may not have been revealed by Buyer’s investigations. The release and waiver of claims set forth below shall be referred to as the “Release.” Upon the Closing, Buyer, on its own behalf and on behalf of each of its successors and assigns and each and all of its and their respective members, partners, officers, directors, employees, parents, affiliates and subsidiaries, and each of their respective successors and assigns (collectively, “Waiver Parties”) releases Seller and its respective members, partners, affiliates, parent business organizations, subsidiary business organizations, shareholders, officers, directors, employees and representatives (collectively, “Released Parties”) from, and waives any and all liability, claims, demands, damages and costs (including attorneys’ fees and expenses) of any and every kind or character, known or unknown, for, arising out of, or attributable to, any and all Property Conditions, including, without limitation, any and all actual, threatened or potential claims, claims for contribution under Environmental Laws (as defined below), suits, proceedings, actions, causes of action, demands, liabilities, losses, obligations, orders, requirements or restrictions, liens, penalties, fines, charges, debts, damages, costs, and expenses of every kind and nature, whether now known or unknown, whether foreseeable or unforeseeable, whether under any foreign, federal, state or local law (both statutory and non-statutory), and, whether asserted or demanded by a third party against any of the Waiver Parties or incurred directly or indirectly by any of the Waiver Parties themselves, that any of the Waiver Parties may now or hereafter have against any of the Released Parties (collectively, “Claims”), and that arise in connection with or in any way are related to (i) the physical condition of the Property, the financial condition of the Property, or the financial conditions of the tenants under the Leases, the value of the Property or its suitability for Buyer’s use, the status of any of the Leases or of the tenants thereunder, the ownership, management or operation of the Property, including any claim or demand by any tenant for the refund or return of any security deposit or other deposit, or the accuracy or completeness of any information reviewed by Buyer in connection with its investigations of the Property and which may have been relied upon by Buyer in deciding to purchase the Property, (ii) any Handling (as defined below) of any Waste Materials (defined below) or Hazardous Materials (as defined below) at, beneath, to, from, or about the Property, (iii) any compliance or non-compliance with Environmental Laws regarding any Waste Materials, Hazardous Materials or any Handling related thereto at, beneath, to, from, or about the Property, (iv) any acts, omissions, services or other conduct related to any of the foregoing items “(i)” through “(iii),” inclusive, and/or (v) any condition, activity, or other matter respecting the Property that is not addressed by any of the foregoing items “(i)” through “(iv),” inclusive, and that is related to pollution or protection of the environment, natural resources, or public health. This Release shall survive the close of escrow and the recording of the Deed conveying the Property from Seller to Buyer. TO THE FULLEST EXTENT NOT PROHIBITED BY LAW, BUYER HEREBY SPECIFICALLY WAIVES SECTION 1542 OF THE CALIFORNIA CIVIL CODE (“SECTION 1542”) AND ANY SIMILAR LAW OF ANY OTHER STATE, TERRITORY OR JURISDICTION. SECTION 1542 PROVIDES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” BUYER ACKNOWLEDGES THAT THIS WAIVER AND RELEASE IS VOLUNTARY AND WITHOUT ANY DURESS OR UNDUE INFLUENCE, AND IS GIVEN AS PART OF THE CONSIDERATION FOR THE AGREEMENTS SET FORTH HEREIN. BUYER EXPRESSLY ACKNOWLEDGES THAT IT MAY HEREAFTER DISCOVER FACTS DIFFERENT FROM OR IN ADDITION TO THOSE, WHICH IT NOW BELIEVES TO BE TRUE WITH RESPECT TO THE RELEASE OF CLAIMS. BUYER AGREES THAT THE FOREGOING RELEASE SHALL BE AND REMAIN EFFECTIVE IN ALL RESPECTS NOTWITHSTANDING SUCH DIFFERENT OR ADDITIONAL FACTS. BUYER HEREBY SPECIFICALLY ACKNOWLEDGES THAT BUYER HAS CAREFULLY REVIEWED THIS SUBSECTION AND DISCUSSED ITS IMPORT WITH LEGAL COUNSEL AND THAT THE PROVISIONS OF THIS SUBSECTION ARE A MATERIAL PART OF THIS AGREEMENT. ME BUYER’S INITIALS As used in this Agreement, the following terms have the following definitions: