Common use of As Is, Where Is Clause in Contracts

As Is, Where Is. IT IS THE EXPLICIT INTENT OF EACH PARTY THAT THE MEMBERSHIP INTERESTS BEING ASSIGNED, TRANSFERRED, DELIVERED, CONTRIBUTED AND CONVEYED BY LINN PURSUANT TO THIS AGREEMENT ARE BEING SO ASSIGNED, TRANSFERRED, DELIVERED, CONTRIBUTED AND CONVEYED “AS IS, WHERE IS,” WITH ALL FAULTS, AND THAT LINN IS MAKING NO REPRESENTATION, WARRANTY OR COVENANT WHATSOEVER, EXPRESS OR IMPLIED (INCLUDING, WITHOUT LIMITATION: (A) ANY IMPLIED OR EXPRESS WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (B) ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY; OR (C) ANY OTHER IMPLIED WARRANTY OR REPRESENTATION OF ANY NATURE) REGARDING, RELATING TO OTHERWISE WITH RESPECT TO, THE MEMBERSHIP INTERESTS AND HEREBY EXPRESSLY DISCLAIMS AND NEGATES ANY SUCH REPRESENTATION, WARRANTY OR COVENANT. THE PARTIES AGREE THAT, TO THE EXTENT REQUIRED BY APPLICABLE LAW TO BE EFFECTIVE, THE DISCLAIMERS OF REPRESENTATIONS, WARRANTIES AND COVENANTS CONTAINED IN THIS SECTION ARE “CONSPICUOUS” DISCLAIMERS FOR THE PURPOSES OF ANY APPLICABLE LAW, RULE OR ORDER.

As Is, Where Is. IT PURCHASER EXPRESSLY ACKNOWLEDGES AND AGREES THAT, AS A MATERIAL PART OF THE CONSIDERATION FOR THIS AGREEMENT, THE PROPERTY IS BEING SOLD TO PURCHASER AND PURCHASER AGREES TO PURCHASE AND ACCEPT THE EXPLICIT INTENT OF PROPERTY, AND EACH PARTY THAT THE MEMBERSHIP INTERESTS BEING ASSIGNEDAND EVERY PART AND COMPONENT THEREOF, TRANSFERRED, DELIVERED, CONTRIBUTED AND CONVEYED BY LINN PURSUANT TO THIS AGREEMENT ARE BEING SO ASSIGNED, TRANSFERRED, DELIVERED, CONTRIBUTED AND CONVEYED IN AN “AS IS, WHERE IS,” CONDITION AS OF THE CLOSING WITH ALL FAULTSNO REPRESENTATIONS OR WARRANTIES FROM SELLER, AND THAT LINN IS MAKING NO REPRESENTATION, WARRANTY OR COVENANT WHATSOEVER, EITHER EXPRESS OR IMPLIED EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT. PURCHASER AGREES THAT PURCHASER IS NOT RELYING UPON, AND HAS NOT RECEIVED OR BEEN GIVEN, ANY REPRESENTATIONS (EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT), STATEMENTS OR WARRANTIES (ORAL OR WRITTEN, IMPLIED OR EXPRESS) OF OR BY ANY OFFICER, EMPLOYEE, AGENT OR REPRESENTATIVE OF SELLER, OR ANY SALESPERSON OR BROKER (IF ANY) INVOLVED IN THIS TRANSACTION, AS TO THE PROPERTY OR ANY PART OR COMPONENT THEREOF IN ANY RESPECT, INCLUDING, WITHOUT LIMITATION: (A) BUT NOT LIMITED TO, ANY IMPLIED REPRESENTATIONS, STATEMENTS OR EXPRESS WARRANTY WARRANTIES AS TO THE PHYSICAL OR ENVIRONMENTAL CONDITION OF THE PROPERTY, THE FITNESS OF THE PROPERTY FOR USE AS A PARTICULAR PURPOSE; (B) HOTEL, THE FINANCIAL PERFORMANCE OR POTENTIAL OF THE PROPERTY, THE COMPLIANCE OF THE PROPERTY WITH APPLICABLE BUILDING, ZONING, SUBDIVISION, ENVIRONMENTAL, LIFE SAFETY OR LAND USE LAWS, CODES, ORDINANCES, RULES, ORDERS, OR REGULATIONS, OR THE STATE OF REPAIR OF THE PROPERTY, AND PURCHASER, FOR ITSELF AND ITS HEIRS, LEGAL REPRESENTATIVES, SUCCESSORS AND ASSIGNS, WAIVES ANY IMPLIED RIGHT TO ASSERT ANY CLAIM OR EXPRESS WARRANTY OF MERCHANTABILITY; DEMAND AGAINST SELLERS AT LAW OR (C) ANY OTHER IMPLIED WARRANTY OR REPRESENTATION OF ANY NATURE) REGARDING, IN EQUITY RELATING TO ANY SUCH MATTER, WHETHER LATENT OR PATENT, DISCLOSED OR UNDISCLOSED, KNOWN OR UNKNOWN, NOW EXISTING OR HEREAFTER ARISING. EXCEPT FOR ANY TITLE OR SURVEY MATTERS CREATED SOLELY BY SELLER IN VIOLATION OF THIS AGREEMENT, PURCHASER AGREES THAT IT SHALL HAVE NO RECOURSE WHATSOEVER AGAINST SELLER, AT LAW OR IN EQUITY, SHOULD THE SURVEY OR THE TITLE INSURANCE COMMITMENTS OR THE TITLE POLICIES FAIL TO DISCLOSE ANY MATTER AFFECTING THE PROPERTY OR REVEAL ANY SUCH MATTER IN AN INACCURATE, MISLEADING OR INCOMPLETE FASHION OR OTHERWISE BE IN ERROR. PURCHASER ACKNOWLEDGES THAT IT SHALL REVIEW THE SURVEY AND THE TITLE INSURANCE COMMITMENTS (AS SAME MAY BE MARKED AT CLOSING) AND TO DISCUSS THEIR CONTENTS WITH RESPECT TO, THE MEMBERSHIP INTERESTS INDEPENDENT CONTRACTORS WHO PREPARED OR ISSUED EACH OF THEM. PURCHASER ACCORDINGLY AGREES TO LOOK SOLELY TO THE PREPARER OF THE SURVEY AND THE ISSUER OF THE TITLE INSURANCE COMMITMENTS AND TITLE POLICIES FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH SUCH INSTRUMENTS AND HEREBY EXPRESSLY DISCLAIMS AND NEGATES RELEASES SELLERS FROM ANY SUCH REPRESENTATION, WARRANTY OR COVENANT. THE PARTIES CLAIM (EXCEPT FOR ANY CLAIM THAT SELLERS AGREE THAT, TO THE EXTENT REQUIRED BY APPLICABLE LAW TO BE EFFECTIVE, THE DISCLAIMERS OF REPRESENTATIONS, WARRANTIES AND COVENANTS CONTAINED CURE AS SET FORTH IN THIS SECTION ARE AGREEMENT). Purchaser recognizes that the Hotel and Personal Property are not new and that there exists a possibility that the Property is not in compliance with the requirements which would be imposed on a newly constructed hotel by presently effective federal, state and local building, plumbing, electrical, fire, health, handicap, environmental and life safety laws, codes, ordinances, rules, orders and/or regulations (collectively, the “CONSPICUOUSbuilding codes”). The Hotel and other improvements on the Land may contain substances or materials no longer permitted to be used in newly constructed buildings including, without limitation, asbestos or other insulation materials, lead or other paints, wiring, electrical, or plumbing materials and may not contain other materials or equipment required to be installed in a newly constructed building. Purchaser has had the opportunity, as set forth in Section 2.4, to review the results of such investigations and inspections of the Property as Purchaser deemed necessary with respect to all such matters. Purchaser agrees to accept and shall the Property in an “AS-IS, WHERE IS” DISCLAIMERS FOR THE PURPOSES OF ANY APPLICABLE LAWcondition and at Closing to accept and assume the risk of noncompliance of the Property with all such building codes. Except with respect to those representations set forth in Article III hereof, RULE OR ORDERPurchaser waives any right to excuse (except as specifically set forth in this Agreement) or delay performance of its obligations under this Agreement or to assert any claim against Sellers (before or after Closing) arising out of any failure of the Property to comply with any such building codes.

As Is, Where Is. IT IS THE EXPLICIT INTENT OF EACH PARTY NXRT GROUP UNDERSTANDS AND AGREES THAT THE MEMBERSHIP INTERESTS BEING ASSIGNED, TRANSFERRED, DELIVERED, CONTRIBUTED NXRT ASSETS AND CONVEYED BY LINN THE NXRT LIABILITIES TRANSFERRED PURSUANT TO THIS AGREEMENT OR ANY ANCILLARY AGREEMENT ARE BEING SO ASSIGNED, TRANSFERRED, DELIVERED, CONTRIBUTED AND CONVEYED TRANSFERRED “AS IS”, “WHERE IS,” ”, “AND WITH ALL FAULTS,” AND NO PARTY HAS MADE, AND THAT LINN NOR IS MAKING NO REPRESENTATION, WARRANTY ANY PARTY LIABLE FOR OR COVENANT WHATSOEVER, BOUND IN ANY MANNER BY ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTEES, PROMISES, STATEMENTS, INDUCEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE NXRT ASSETS OR THE NXRT LIABILITIES OR ANY PART THEREOF, THE PHYSICAL OR STRUCTURAL CONDITION, ENVIRONMENTAL CONDITION, COMPLIANCE WITH BUILDING CODES OR LAWS, INCOME, EXPENSES OR OPERATION THEREOF, THE USES WHICH CAN BE MADE OF THE SAME OR ANY OTHER MATTER OR THING WITH RESPECT THERETO. WITHOUT LIMITING THE FOREGOING, THE NXRT GROUP ACKNOWLEDGES AND AGREES THAT, OTHER THAN A REPRESENTATION OR WARRANTY EXPRESSLY SET FORTH IN THIS AGREEMENT OR IN ANY ANCILLARY AGREEMENT OR IN ANY OTHER AGREEMENT OR DOCUMENT CONTEMPLATED BY THIS AGREEMENT OR ANY ANCILLARY AGREEMENT, THE NHF GROUP IS NOT LIABLE FOR OR BOUND BY (INCLUDING, WITHOUT LIMITATION: (AAND THE NXRT GROUP HAS NOT RELIED UPON) ANY IMPLIED ORAL OR EXPRESS WRITTEN STATEMENTS, REPRESENTATIONS, OR FINANCIAL STATEMENTS PERTAINING TO THE OPERATION OF THE NXRT ASSETS OR THE NXRT LIABILITIES. THE NXRT GROUP FURTHER ACKNOWLEDGES, AGREES, AND REPRESENTS THAT, OTHER THAN A REPRESENTATION OR WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (B) SET FORTH IN THIS AGREEMENT OR IN ANY IMPLIED ANCILLARY AGREEMENT OR EXPRESS WARRANTY OF MERCHANTABILITY; OR (C) IN ANY OTHER IMPLIED WARRANTY AGREEMENT OR REPRESENTATION DOCUMENT CONTEMPLATED BY THIS AGREEMENT OR ANY ANCILLARY AGREEMENT, IT SHALL BE ACQUIRING THE NXRT ASSETS IN AN “AS IS” “WHERE IS” AND “WITH ALL FAULTS” CONDITION WITH RESPECT TO THE STRUCTURAL AND MECHANICAL ELEMENTS OF THE PROPERTIES, THE PHYSICAL AND ENVIRONMENTAL CONDITION OF THE PROPERTIES, THE FIRE-LIFE SAFETY SYSTEMS AND THE FURNITURE, FIXTURES AND EQUIPMENT LOCATED THEREON OR ATTACHED THERETO, AND THE NXRT GROUP HEREBY RELEASES THE NHF GROUP AND THEIR AFFILIATES FROM ANY NATURE) REGARDINGAND ALL OBLIGATIONS, LIABILITIES, CLAIMS, DEMANDS, SUITS, CAUSES OF ACTION, DAMAGES, JUDGMENTS, COSTS AND EXPENSES RELATING TO OTHERWISE WITH RESPECT TO, ANY OF THE MEMBERSHIP INTERESTS AND HEREBY EXPRESSLY DISCLAIMS AND NEGATES ANY SUCH REPRESENTATION, WARRANTY OR COVENANT. THE PARTIES AGREE THAT, TO THE EXTENT REQUIRED BY APPLICABLE LAW TO BE EFFECTIVE, THE DISCLAIMERS OF REPRESENTATIONS, WARRANTIES AND COVENANTS CONTAINED IN THIS SECTION ARE “CONSPICUOUS” DISCLAIMERS FOR THE PURPOSES OF ANY APPLICABLE LAW, RULE OR ORDERFOREGOING.

As Is, Where Is. IT THE GROUP OF PURCHASED UI ASSETS IS THE EXPLICIT INTENT OF EACH PARTY THAT THE MEMBERSHIP INTERESTS BEING ASSIGNED, TRANSFERRED, DELIVERED, CONTRIBUTED AND CONVEYED BY LINN PURSUANT TO THIS AGREEMENT ARE BEING SO ASSIGNED, TRANSFERRED, DELIVERED, CONTRIBUTED AND CONVEYED “SOLD "AS IS, WHERE IS,” " AND SELLER EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED, AS TO THE GROUP OF PURCHASED UI ASSETS, INCLUDING ANY LIABILITIES ASSOCIATED WITH THE GROUP OF PURCHASED UI ASSETS, OPERATIONAL FUNCTIONALITY OF THE GROUP OF PURCHASED UI ASSETS, THE VALIDITY OR ENFORCEABILITY OF THE CONTRACTS AND/OR PERMITS RELATED TO THE GROUP OF PURCHASED UI ASSETS COVERED BY THE ASSIGNMENT AND ASSUMPTION AGREEMENT, WHETHER OR NOT THE ASSIGNMENT (FULL OR PARTIAL) OF, OR OTHER ARRANGEMENTS CONCERNING ANY OF SUCH CONTRACTS OR PERMITS CAN BE MADE, THE CONDITION, VALUE OR QUALITY OF THE GROUP OF PURCHASED UI ASSETS, OR THE PROSPECTS (FINANCIAL AND OTHERWISE), RISKS AND OTHER INCIDENTS OF OWNERSHIP OF THE GROUP OF PURCHASED UI ASSETS (INCLUDING BUYER'S ABILITY TO RECOVER THE COSTS ASSOCIATED WITH THE GROUP OF PURCHASED UI ASSETS THROUGH THE REGIONAL ELECTRIC TRANSMISSION SYSTEM OR OTHERWISE). SELLER SPECIFICALLY DISCLAIMS ANY REPRESENTATION OR WARRANTY OF MERCHANTABILITY, USAGE, OR SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE WITH RESPECT TO THE GROUP OF PURCHASED UI ASSETS, OR ANY PART THEREOF, OR AS TO THE WORKMANSHIP THEREOF, OR THE ABSENCE OF ANY DEFECTS, OMISSIONS AND/OR OTHER DEFICIENCIES THEREIN, WHETHER LATENT OR PATENT, OR COMPLIANCE WITH LAW, OR AS TO THE CONDITION OF THE GROUP OF PURCHASED UI ASSETS, OR ANY PART THEREOF, INCLUDING WHETHER SELLER POSSESSES SUFFICIENT REAL PROPERTY OR PERSONAL PROPERTY RIGHTS TO OPERATE THE GROUP OF PURCHASED UI ASSETS. SELLER FURTHER SPECIFICALLY DISCLAIMS ANY REPRESENTATION OR WARRANTY REGARDING THE ABSENCE OF HAZARDOUS MATERIALS OR LIABILITY OR POTENTIAL LIABILITY ARISING UNDER ANY ENVIRONMENTAL LAW. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SELLER EXPRESSLY DISCLAIMS ANY REPRESENTATION OR WARRANTY OF ANY KIND REGARDING THE SUITABILITY OF THE GROUP OF PURCHASED UI ASSETS FOR OPERATION AS A PORTION OF THE CONNECTICUT ELECTRIC TRANSMISSION SYSTEM KNOWN AS THE [_________] PROJECT OR THE VALIDITY OR ENFORCEABILITY OF THE CONTRACT OR PERMIT RIGHTS RELATED TO THE GROUP OF PURCHASED UI ASSETS ASSIGNED BY SELLER TO BUYER PURSUANT TO THE ASSIGNMENT AND ASSUMPTION AGREEMENT, OR WHETHER OR NOT ANY OF SUCH CONTRACTS OR PERMITS CAN BE TRANSFERRED TO BUYER AND WHETHER SELLER HAS THE RIGHTS TO TRANSFER OR TO MAKE OTHER ARRANGEMENTS CONCERNING ALL FAULTSOR ANY PORTION OF SUCH RIGHTS TO BUYER. NO MATERIAL OR INFORMATION PROVIDED BY OR COMMUNICATION (ORAL, WRITTEN OR ELECTRONIC) MADE BY SELLER, AND NO ORAL, WRITTEN OR ELECTRONIC RESPONSE TO ANY INFORMATION REQUEST PROVIDED BY SELLER TO BUYER, WILL CAUSE OR CREATE ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE CONDITION, VALUE OR QUALITY OF THE GROUP OF PURCHASED UI ASSETS THAT IS NOT EXPRESSLY SET FORTH IN THE DEFINITIVE AGREEMENT. BUYER ACKNOWLEDGES AND AGREES THAT THE GROUP OF PURCHASED UI ASSETS IS BEING ACQUIRED "AS IS, WHERE IS" AS OF THE CLOSING DATE, AND IN ITS CONDITION AS OF THE CLOSING DATE, AND THAT LINN PRIOR TO THE EXECUTION AND DELIVERY OF THIS XXXX OF SALE, AND PRIOR TO THE CLOSING, BUYER HAS CONDUCTED TO ITS SATISFACTION ALL NECESSARY AND SUFFICIENT EXAMINATION OF THE GROUP OF PURCHASED UI ASSETS, AND THAT BUYER IS MAKING RELYING ON ITS OWN EXAMINATION OF THE GROUP OF PURCHASED UI ASSETS, AND IS NOT RELYING ON ANY REPRESENTATION OR WARRANTY MADE BY SELLER. BUYER FURTHER ACKNOWLEDGES AND AGREES THAT THE REPRESENTATIONS AND WARRANTIES OF SELLER REGARDING THE GROUP OF PURCHASED UI ASSETS SET FORTH IN THE DEFINITIVE AGREEMENT SHALL TERMINATE AS OF THE CLOSING DATE, AND THAT FOLLOWING THE CLOSING DATE, BUYER SHALL HAVE NO REPRESENTATION, WARRANTY RECOURSE AGAINST SELLER OR COVENANT WHATSOEVER, EXPRESS ANY OF ITS AFFILIATES WITH RESPECT TO ANY BREACH OF SUCH REPRESENTATIONS AND WARRANTIES AND/OR IMPLIED (INCLUDING, WITHOUT LIMITATION: (A) ANY IMPLIED OR EXPRESS WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (B) ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY; OR (C) ANY OTHER IMPLIED WARRANTY OR REPRESENTATION OF ANY NATURE) REGARDING, RELATING TO OTHERWISE WITH RESPECT TO, THE MEMBERSHIP INTERESTS AND HEREBY EXPRESSLY DISCLAIMS AND NEGATES ANY SUCH REPRESENTATION, WARRANTY OR COVENANT. THE PARTIES AGREE THAT, TO THE EXTENT REQUIRED BY APPLICABLE LAW TO BE EFFECTIVE, THE DISCLAIMERS GROUP OF REPRESENTATIONS, WARRANTIES AND COVENANTS CONTAINED IN THIS SECTION ARE “CONSPICUOUS” DISCLAIMERS FOR THE PURPOSES OF ANY APPLICABLE LAW, RULE OR ORDERPURCHASED UI ASSETS.

As Is, Where Is. IT THE PROPERTY IS THE EXPLICIT INTENT OF EACH PARTY THAT THE MEMBERSHIP INTERESTS BEING ASSIGNED, TRANSFERRED, DELIVERED, CONTRIBUTED AND CONVEYED BY LINN PURSUANT TO THIS AGREEMENT ARE BEING SO ASSIGNED, TRANSFERRED, DELIVERED, CONTRIBUTED AND CONVEYED DONATED IN ITS “AS IS, WHERE IS,” CONDITION “WITH ALL FAULTS.” DONOR HAS MADE NO REPRESENTATIONS OR WARRANTIES WHETHER EXPRESS OR IMPLIED REGARDING THE PROPERTY, THE CONDITION, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROPERTY OR ANY AMENITIES OR IMPROVEMENTS THEREON (INCLUDING WITHOUT LIMITATION ANY WARRANTY RELATING TO THE VALUE, NATURE OR CONDITION OF THE PROPERTY, OR THE SUBSURFACE OF THE PROPERTY, ITS SUITABILITY FOR DONEE’S PURPOSES OR THE STATUS OF THE PROPERTY UNDER LOCALLY APPLICABLE LAW) EXCEPT THOSE WHICH ARE SPECIFICALLY STATED IN THIS CONTRACT OR IN THE DEED. DONOR HEREBY DISCLAIMS ANY AND THAT LINN IS MAKING NO REPRESENTATIONALL REPRESENTATIONS AND WARRANTIES, WARRANTY WRITTEN OR COVENANT WHATSOEVERORAL, EXPRESS OR IMPLIED (IMPLIED, INCLUDING, WITHOUT LIMITATION: (A) ANY IMPLIED OR EXPRESS WARRANTY OF , WARRANTIES AS TO CONDITION, FITNESS, FITNESS FOR A PARTICULAR PURPOSE; (B) ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY; OR (C) ANY OTHER IMPLIED WARRANTY OR REPRESENTATION OF ANY NATURE) REGARDING, RELATING TO OTHERWISE WITH RESPECT TO, THE MEMBERSHIP INTERESTS AND HEREBY EXPRESSLY DISCLAIMS AND NEGATES ANY SUCH REPRESENTATIONWATER, WARRANTY OR COVENANT. STRUCTURAL INTEGRITY, SOIL, GEOLOGY, THE PARTIES AGREE THAT, TO THE EXTENT REQUIRED BY APPLICABLE LAW INCOME TO BE EFFECTIVEDERIVED FROM THE PROPERTY (IF ANY), THE DISCLAIMERS FUTURE DEVELOPMENT OF REPRESENTATIONSTHE PROPERTY, WARRANTIES AND COVENANTS MERCHANTABILITY, OR ENVIRONMENTAL STATUS. ANY WARRANTY MADE BY DONOR MUST BE CONTAINED IN THIS SECTION CONTRACT OR THE DEED: THERE ARE “CONSPICUOUS” DISCLAIMERS FOR THE PURPOSES NO OTHER WARRANTIES. ANY WARRANTY BY DONOR CONTAINED IN THIS CONTRACT IS MERELY A CONDITION OF ANY APPLICABLE LAW, RULE OR ORDERCLOSING AND SHALL NOT SURVIVE CLOSING.

As Is, Where Is. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT (I) IT IS THE EXPLICIT INTENT OF EACH PARTY THAT THE MEMBERSHIP INTERESTS PROPERTY BEING CONTRIBUTED, CONVEYED, ASSIGNED, TRANSFERREDTRANSFERRED AND DELIVERED BY THE AT&T CONTRIBUTORS, DELIVERED, CONTRIBUTED LEASED BY THE AT&T NEWCOS AND CONVEYED ACCEPTED BY LINN PURSUANT TO THIS AGREEMENT ARE THE TOWER OPERATOR IS BEING SO ASSIGNEDCONTRIBUTED, TRANSFERREDLEASED, DELIVERED, CONTRIBUTED TRANSFERRED AND CONVEYED ACCEPTED “AS IS, WHERE IS,” WITH ALL FAULTS, AND THAT LINN NO AT&T PARTY AND NO AT&T NEWCO IS MAKING NO REPRESENTATION, ANY REPRESENTATION OR WARRANTY OR COVENANT WHATSOEVER, EXPRESS OR IMPLIED IMPLIED, OTHER THAN THOSE EXPRESSLY GIVEN IN THIS AGREEMENT (INCLUDINGWHICH SHALL SURVIVE ONLY TO THE EXTENT SET FORTH IN SECTION 11.4, WITHOUT LIMITATION: (A) INCLUDING ANY IMPLIED OR EXPRESS WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (B) ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY; OR (C) ANY OTHER IMPLIED WARRANTY OR REPRESENTATION OF ANY NATURE) REGARDING, RELATING TO OTHERWISE WITH RESPECT TO, THE MEMBERSHIP INTERESTS AND HEREBY EXPRESSLY DISCLAIMS AND NEGATES ANY SUCH REPRESENTATION, WARRANTY OR COVENANT. THE PARTIES AGREE THAT, AS TO THE EXTENT REQUIRED BY APPLICABLE LAW VALUE, CONDITION, MERCHANTABILITY OR SUITABILITY AS TO BE EFFECTIVEANY OF THE SITES OR THE TOWERS AND EQUIPMENT LOCATED THEREON (OR THE COLLOCATION AGREEMENTS), AND ANY REPRESENTATION OR WARRANTY AS TO THE DISCLAIMERS ENVIRONMENTAL COMPLIANCE OR CONDITION OF REPRESENTATIONSTHE SITES OR THE INCLUDED PROPERTY AND (II) PURSUANT TO THE MPL AND OTHER COLLATERAL AGREEMENTS, WARRANTIES ACQUIROR AND COVENANTS THE TOWER OPERATOR SHALL ASSUME AND PAY, HONOR AND DISCHARGE WHEN DUE IN ACCORDANCE WITH THEIR TERMS ANY AND ALL POST-CLOSING LIABILITIES. NOTWITHSTANDING ANYTHING CONTAINED IN THIS SECTION ARE “CONSPICUOUS” DISCLAIMERS FOR AGREEMENT TO THE PURPOSES OF CONTRARY, NO REPRESENTATION OR WARRANTY CONTAINED IN THIS AGREEMENT IS INTENDED TO, OR DOES, COVER OR OTHERWISE PERTAIN TO ANY APPLICABLE LAW, RULE EXCLUDED ASSETS OR ORDEREXCLUDED LIABILITIES.

As Is, Where Is. IT IS The Property is being sold “As Is – Where Is” without any warranties or representations of Seller, except as otherwise expresslly provided for in this Agreement. Except as expressly set for herein to the contrary, SELLER MAKES NO AND SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS CONCERNING THE EXPLICIT INTENT PROPERTY INCLUDING, WITHOUT LIMITATION, REPRESENTATIONS AS TO THE VALUE OF EACH PARTY THAT THE MEMBERSHIP INTERESTS BEING ASSIGNEDPROPERTY, TRANSFERREDTHE ENVIRONMENTAL CONDITION OF THE PROPERTY, DELIVEREDTHE COMPLIANCE OR NON- COMPLIANCE OF THE PROPERTY WITH RESPECT TO APPLICABLE ENVIRONMENTAL, CONTRIBUTED BUILDING, ZONING, LICENSING, PERMITTING, ACCESSIBILITY, AND CONVEYED OTHER LAWS AND REGULATIONS, THE CONDITION AND STRUCTURAL INTEGRITY OF ANY IMPROVEMENTS LOCATED ON THE PROPERTY, ACCESS TO THE PROPERTY, UTILITY SERVICE TO THE PROPERTY, THE SUITABILITY, QUALIFICATION, OR LEGAL SUFFICIENCY OF THE PROPERTY FOR USE IN CONNECTION WITH ANY LIKE KIND EXCHANGE CONTEMPLATED BY LINN PURSUANT PURCHASER, THE PRESENCE OF HAZARDOUS SUBSTANCES ON OR UNDER THE PROPERTY, THE DEVELOPABILITY OF THE PROPERTY, THE COSTS OF OWNING AND OPERATING THE PROPERTY AND THE IMPROVEMENTS LOCATED THEREON, THE PAST, PRESENT, OR PROJECTED FUTURE PERFORMANCE AND PROFITABILITY OF THE PROPERTY, OR ANY OTHER MATTER RELATING TO THE SUBJECT PROPERTY. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT ARE BEING SO ASSIGNEDTO THE CONTRARY, TRANSFERRED, DELIVERED, CONTRIBUTED AND CONVEYED “AS IS, WHERE IS,” WITH SELLER HEREBY DISCLAIMS ALL FAULTS, AND THAT LINN IS MAKING NO REPRESENTATION, WARRANTY WARRANTIES OF ANY KIND OR COVENANT WHATSOEVER, EXPRESS OR IMPLIED NATURE WHATSOEVER (INCLUDING, WITHOUT LIMITATION: (A) ANY IMPLIED OR EXPRESS WARRANTY , WARRANTIES OF HABITABILITY AND FITNESS FOR A PARTICULAR PURPOSE; (B) PURPOSES), WHETHER EXPRESSED OR IMPLIED INCLUDING, WITHOUT LIMITATION WARRANTIES WITH RESPECT TO THE PROPERTY. EXCEPT AS IS EXPRESSLY SET FORTH IN THIS AGREEMENT, PURCHASER ACKNOWLEDGES THAT IT IS NOT RELYING UPON ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY; OR (C) ANY OTHER IMPLIED WARRANTY OR REPRESENTATION OF ANY NATURE) REGARDINGKIND OR NATURE MADE BY SELLER OR ANY OF THE SELLER RELATED PARTIES, RELATING TO OTHERWISE WITH RESPECT TOTO THE PROPERTY, THE MEMBERSHIP INTERESTS AND HEREBY EXPRESSLY DISCLAIMS AND NEGATES ANY SUCH REPRESENTATION, WARRANTY OR COVENANT. THE PARTIES AGREE THAT, IN FACT, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT TO THE CONTRARY, NO SUCH REPRESENTATIONS WERE MADE. TO THE EXTENT REQUIRED BY APPLICABLE LAW TO BE EFFECTIVEOPERATIVE, THE DISCLAIMERS OF REPRESENTATIONS, AND WARRANTIES AND COVENANTS CONTAINED IN THIS SECTION HEREIN ARE “"CONSPICUOUS” " DISCLAIMERS FOR THE PURPOSES OF ANY APPLICABLE LAW, RULE RULE, REGULATION OR ORDER.

As Is, Where Is. IT IS THE EXPLICIT INTENT OF EACH PARTY THAT THE MEMBERSHIP INTERESTS BEING ASSIGNED, TRANSFERRED, DELIVERED, CONTRIBUTED AND CONVEYED PURCHASER BY LINN PURSUANT TO CLOSING THIS AGREEMENT ARE BEING SO ASSIGNEDHEREBY EXPRESSLY ACKNOWLEDGES AND AGREES THAT PURCHASER HAS OR WILL THOROUGHLY INSPECT AND EXAMINE THE PROPERTY TO THE EXTENT DEEMED NECESSARY BY PURCHASER IN ORDER TO ENABLE PURCHASER TO EVALUATE THE PURCHASE OF THE PROPERTY. PURCHASER BY CLOSING THIS AGREEMENT FURTHER ACKNOWLEDGES AND AGREES THAT PURCHASER IS RELYING SOLELY UPON THE INSPECTION, TRANSFERREDEXAMINATION, DELIVERED, CONTRIBUTED AND CONVEYED EVALUATION OF THE PROPERTY BY PURCHASER AND THAT PURCHASER IS PURCHASING THE PROPERTY ON AN “AS IS, WHERE AS-IS,” “WHERE-IS” AND “WITH ALL FAULTS” BASIS WITHOUT REPRESENTATIONS, WARRANTIES AND COVENANTS, EXPRESS OR IMPLIED, OF ANY KIND OR NATURE, EXCEPT AS EXPRESSLY CONTAINED IN THIS AGREEMENT. PSA- Corporate Park Place NOTHING CONTAINED IN THIS PARAGRAPH SHALL LIMIT THE WARRANTIES OF TITLE SET FORTH IN THE SPECIAL WARRANTY DEED TO BE DELIVERED FROM SELLER TO PURCHASER AT THE CLOSING. PURCHASER BY CLOSING THIS AGREEMENT WAIVES AND RELINQUISHES ALL RIGHTS AND PRIVILEGES ARISING OUT OF, OR WITH RESPECT OR IN RELATION TO, ANY REPRESENTATIONS, WARRANTIES, AND THAT LINN IS MAKING NO REPRESENTATIONCOVENANTS, WARRANTY WHETHER EXPRESS OR COVENANT IMPLIED, WHICH MAY HAVE BEEN MADE OR GIVEN OR WHICH MAY BE DEEMED TO HAVE BEEN MADE OR GIVEN BY SELLER, EXCEPT AS EXPRESSLY OTHERWISE PROVIDED IN THIS AGREEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT, EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, SELLER HAS NOT MADE AND DOES NOT HEREBY MAKE ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND OR CHARACTER WHATSOEVER, EXPRESS OR IMPLIED IMPLIED, WITH RESPECT TO THE PROPERTY, ITS CONDITION (INCLUDING, WITHOUT LIMITATION, ANY REPRESENTATION OR WARRANTY REGARDING MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE), ITS COMPLIANCE WITH ENVIRONMENTAL LAWS OR OTHER LAWS, INCOME TO BE DERIVED THEREFROM OR EXPENSES TO BE INCURRED WITH RESPECT THERETO, THE OBLIGATIONS, RESPONSIBILITIES OR LIABILITIES OF THE OWNER THEREOF, OR ANY OTHER MATTER OR THING RELATING TO OR AFFECTING THE PROPERTY. Notwithstanding anything in this Subsection M to the contrary, nothing in this Subsection M or elsewhere in this Agreement or the instruments to be delivered at Closing is intended to or shall: (A1) ANY IMPLIED OR EXPRESS WARRANTY OF FITNESS FOR A PARTICULAR PURPOSEvitiate any of any covenants, representations or warranties of Seller expressly set forth in this Agreement or the instruments to be delivered at Closing (“Express Provisions”); (B2) ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITYconstitute a waiver of any claims by Purchaser against Seller for fraud or for breach of any Express Provisions; OR or (C3) ANY OTHER IMPLIED WARRANTY OR REPRESENTATION OF ANY NATUREpreclude Purchaser from interpleading Seller into any claim against Purchaser made by a third-party (whether private or governmental) REGARDINGwith respect to acts, RELATING TO OTHERWISE WITH RESPECT TO, THE MEMBERSHIP INTERESTS AND HEREBY EXPRESSLY DISCLAIMS AND NEGATES ANY SUCH REPRESENTATION, WARRANTY OR COVENANT. THE PARTIES AGREE THAT, TO THE EXTENT REQUIRED BY APPLICABLE LAW TO BE EFFECTIVE, THE DISCLAIMERS OF REPRESENTATIONS, WARRANTIES AND COVENANTS CONTAINED IN THIS SECTION ARE “CONSPICUOUS” DISCLAIMERS FOR THE PURPOSES OF ANY APPLICABLE LAW, RULE OR ORDERomissions or circumstances arising prior to the Closing Date.

As Is, Where Is. IT If Buyer does not exercise the right to terminate this Agreement in accordance with Sections 7.3 or Section 7.4 above, then: (.1) BUYER ACKNOWLEDGES THAT EXCEPT FOR ANY EXPRESS WARRANTIES, REPRESENTATIONS AND COVENANTS CONTAINED IN THIS AGREEMENT, BUYER IS THE EXPLICIT INTENT NOT RELYING ON ANY WRITTEN, ORAL, IMPLIED, OR OTHER REPRESENTATIONS, STATEMENTS, OR WARRANTIES BY SELLER OR ANY AGENT OF EACH PARTY THAT THE MEMBERSHIP INTERESTS BEING ASSIGNEDSELLER OR ANY REAL ESTATE BROKER OR SALESMAN; (.2) ALL PREVIOUS WRITTEN, TRANSFERREDORAL, DELIVEREDIMPLIED, CONTRIBUTED OR OTHER STATEMENTS, REPRESENTATIONS, WARRANTIES, OR AGREEMENTS, IF ANY, ARE MERGED HEREIN; AND CONVEYED BY LINN PURSUANT TO (.3) EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT ARE BEING SO ASSIGNEDAND THE CLOSING DOCUMENTS, TRANSFERRED, DELIVERED, CONTRIBUTED AND CONVEYED “AS IS, WHERE IS,” WITH ALL FAULTSSELLER SHALL NOT HAVE ANY LIABILITY TO BUYER, AND THAT LINN IS MAKING NO REPRESENTATION, WARRANTY OR COVENANT WHATSOEVER, EXPRESS OR IMPLIED BUYER SHALL RELEASE SELLER FROM ANY LIABILITY (INCLUDING, WITHOUT LIMITATION, CONTRACTUAL AND STATUTORY ACTIONS FOR CONTRIBUTION OR INDEMNITY), FOR, CONCERNING, OR REGARDING: (Ai) THE NATURE AND CONDITION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, THE SUITABILITY THEREOF FOR ANY ACTIVITY OR USE; (ii) ANY IMPLIED IMPROVEMENTS OR EXPRESS WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (B) ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITYSUBSTANCES LOCATED THEREON; OR (Ciii) THE COMPLIANCE OF THE PROPERTY WITH ANY OTHER IMPLIED WARRANTY LAWS, RULES, ORDINANCES, OR REPRESENTATION REGULATIONS OF ANY NATURE) REGARDINGGOVERNMENT OR OTHER BODY. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT AND THE CLOSING DOCUMENTS, RELATING SELLER HAS NOT MADE, DOES NOT MAKE, AND EXPRESSLY DISCLAIMS, ANY WARRANTIES, REPRESENTATIONS, COVENANTS OR GUARANTEES, EXPRESS OR IMPLIED, OR ARISING BY OPERATION OF LAW, AS TO OTHERWISE THE MERCHANTABILITY, HABITABILITY, QUANTITY, QUALITY, OR ENVIRONMENTAL CONDITION OF THE PROPERTY OR ITS SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR USE. BUYER AFFIRMS THAT IT HAS INVESTIGATED AND INSPECTED THE PROPERTY AND IS FAMILIAR AND SATISFIED WITH RESPECT TOTHE PHYSICAL CONDITION OF THE PROPERTY, AND HAS MADE ITS OWN DETERMINATION AS TO THE MERCHANTABILITY, QUANTITY, QUALITY, AND CONDITION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, THE MEMBERSHIP INTERESTS POSSIBLE PRESENCE OF TOXIC OR HAZARDOUS SUBSTANCES OR WASTE OR OTHER ENVIRONMENTAL CONTAMINATION AND HEREBY EXPRESSLY DISCLAIMS THE PROPERTY’S SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR USE. AT CLOSING, BUYER ACCEPTS THE PROPERTY IN ITS PRESENT CONDITION (INCLUDING ENVIRONMENTAL CONDITIONS) ON AN “AS-IS”, “WHERE-IS”, AND NEGATES “WITH ALL FAULTS” BASIS. BUYER FURTHER ACKNOWLEDGES THAT WITHOUT THIS ACCEPTANCE, THIS SALE WOULD NOT BE MADE. EXCEPT FOR ANY SUCH REPRESENTATIONEXPRESS WARRANTIES, WARRANTY OR COVENANT. THE PARTIES AGREE THAT, TO THE EXTENT REQUIRED BY APPLICABLE LAW TO BE EFFECTIVE, THE DISCLAIMERS OF REPRESENTATIONS, WARRANTIES REPRESENTATIONS AND COVENANTS CONTAINED IN THIS SECTION ARE “CONSPICUOUS” DISCLAIMERS FOR AGREEMENT, BUYER AND ITS SUCCESSORS AND ASSIGNS HAVE, AND SHALL BE DEEMED TO HAVE, ASSUMED ALL RISK AND LIABILITY WITH RESPECT TO THE PURPOSES PRESENCE OF ANY APPLICABLE LAWTOXIC OR HAZARDOUS SUBSTANCES OR WASTE OR OTHER ENVIRONMENTAL CONTAMINATION ON OR WITHIN OR UNDER THE SURFACE OF THE PROPERTY, RULE WHETHER KNOWN OR ORDERUNKNOWN, APPARENT, NON-APPARENT OR LATENT, AND WHETHER EXISTING PRIOR TO, AT, OR SUBSEQUENT TO TRANSFER OF THE PROPERTY. THE PROVISIONS OF THIS DISCLAIMER AND RELEASE EXPRESSLY SURVIVE CLOSING.

As Is, Where Is. IT IS THE EXPLICIT INTENT OF EACH PARTY THAT THE MEMBERSHIP INTERESTS BEING ASSIGNED, TRANSFERRED, DELIVERED, CONTRIBUTED AND CONVEYED BY LINN PURSUANT TO EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT ARE BEING SO ASSIGNEDOR IN THE CLOSING DOCUMENTS, TRANSFERRED, DELIVERED, CONTRIBUTED THE SALE OF THE PROPERTY HEREUNDER IS AND CONVEYED WILL BE MADE ON AN “AS IS, WHERE IS,” BASIS. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT OR IN THE CLOSING DOCUMENTS, 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 OR FUTURE OF, AS TO, CONCERNING OR WITH ALL FAULTSRESPECT TO THE PROPERTY OR ANY OTHER MATTER WHATSOEVER, INCLUDING WITHOUT LIMITATION: (i) THE QUALITY, NATURE, ADEQUACY AND PHYSICAL CONDITION AND ASPECTS OF THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, THE STRUCTURAL ELEMENTS, SEISMIC ASPECTS OF THE PROPERTY, FOUNDATION, ROOF, 2890904.5 25 APPURTENANCES, ACCESS, SIGNAGE, LANDSCAPING, PARKING FACILITIES AND THE ELECTRICAL, MECHANICAL, HVAC, PLUMBING, SEWAGE, AND THAT LINN IS MAKING NO REPRESENTATIONUTILITY SYSTEMS, WARRANTY FACILITIES AND APPLIANCES, THE SQUARE FOOTAGE WITHIN THE IMPROVEMENTS ON THE PROPERTY AND THE IMPROVEMENTS AND WITHIN EACH TENANT SPACE THEREIN, (ii) THE QUALITY, NATURE, ADEQUACY, AND PHYSICAL CONDITION OF SOILS, GEOLOGY AND ANY GROUNDWATER, (iii) THE EXISTENCE, QUALITY, NATURE, ADEQUACY AND PHYSICAL CONDITION OF UTILITIES SERVING THE PROPERTY, (iv) THE DEVELOPMENT POTENTIAL OF THE PROPERTY, AND THE PROPERTY’S USE, HABITABILITY, MERCHANTABILITY, OR COVENANT WHATSOEVERFITNESS, EXPRESS SUITABILITY, VALUE OR IMPLIED ADEQUACY OF THE PROPERTY FOR ANY PARTICULAR PURPOSE, (v) THE ZONING AND OTHER LEGAL STATUS OF THE PROPERTY, THE IMPROVEMENTS AND ANY OTHER PUBLIC OR PRIVATE RESTRICTIONS ON USE OF THE PROPERTY, (vi) THE COMPLIANCE OF THE PROPERTY OR ITS OPERATION WITH ANY APPLICABLE CODES, LAWS, REGULATIONS, STATUTES, ORDINANCES, COVENANTS, CONDITIONS AND RESTRICTIONS OF ANY GOVERNMENTAL OR QUASI-GOVERNMENTAL ENTITY OR OF ANY OTHER PERSON OR ENTITY, (vii) THE ENVIRONMENTAL CONDITION OF THE PROPERTY (INCLUDING, WITHOUT LIMITATION: (A) ANY IMPLIED OR EXPRESS WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (B) ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY; OR (C) ANY OTHER IMPLIED WARRANTY OR REPRESENTATION , THE PRESENCE OF ANY NATUREHAZARDOUS MATERIAL ON, UNDER OR ABOUT THE PROPERTY OR THE ADJOINING OR NEIGHBORING PROPERTY, (viii) REGARDINGTHE QUALITY OF ANY LABOR AND MATERIALS USED IN ANY IMPROVEMENTS ON THE PROPERTY, RELATING TO OTHERWISE WITH RESPECT TO, (ix) THE MEMBERSHIP INTERESTS AND HEREBY EXPRESSLY DISCLAIMS AND NEGATES ANY SUCH REPRESENTATION, WARRANTY OR COVENANT. THE PARTIES AGREE THAT, CONDITION OF TITLE TO THE EXTENT REQUIRED BY APPLICABLE LAW TO BE EFFECTIVEPROPERTY, (x) THE DISCLAIMERS TENANT LEASES, CONTRACTS OR OTHER AGREEMENTS AFFECTING THE PROPERTY AND THE IMPROVEMENTS, AND (xi) ECONOMICS OF REPRESENTATIONS, WARRANTIES THE OPERATION OF THE PROPERTY AND COVENANTS CONTAINED IN THIS SECTION ARE “CONSPICUOUS” DISCLAIMERS FOR THE PURPOSES IMPROVEMENTS OR THE FINANCIAL CONDITION OF ANY APPLICABLE LAW, RULE OR ORDERTENANT OF THE PROPERTY.

As Is, Where Is. LESSEE AGREES THAT IT IS LEASING THE EXPLICIT INTENT OF EACH PARTY THAT THE MEMBERSHIP INTERESTS BEING ASSIGNED, TRANSFERRED, DELIVERED, CONTRIBUTED AND CONVEYED BY LINN PURSUANT TO THIS AGREEMENT ARE BEING SO ASSIGNED, TRANSFERRED, DELIVERED, CONTRIBUTED AND CONVEYED “AIRCRAFT "AS IS, WHERE IS,” WITH ALL FAULTS". LESSEE UNCONDITIONALLY ACKNOWLEDGES AND AGREES THAT NEITHER LESSOR NOR ANY OF ITS OFFICERS, AND THAT LINN IS MAKING NO DIRECTORS, EMPLOYEES OR REPRESENTATIVES HAVE MADE OR WILL BE DEEMED TO HAVE MADE ANY TERM, CONDITION, REPRESENTATION, WARRANTY OR COVENANT WHATSOEVER, EXPRESS OR IMPLIED (INCLUDINGWHETHER STATUTORY OR OTHERWISE) AS TO (a) THE CAPACITY, WITHOUT LIMITATION: AGE, AIRWORTHINESS, VALUE, QUALITY, DURABILITY, CONFORMITY TO THE PROVISIONS OF THIS LEASE, DESCRIPTION, CONDITION (AWHETHER OF THE AIRCRAFT, ANY ENGINE, ANY PART THEREOF OR THE AIRCRAFT DOCUMENTATION), DESIGN, WORKMANSHIP, MATERIALS, MANUFACTURE, CONSTRUCTION, OPERATION, DESCRIPTION, STATE, MERCHANTABILITY, PERFORMANCE, FITNESS FOR ANY PARTICULAR USE OR PURPOSE (INCLUDING THE ABILITY TO OPERATE OR REGISTER THE AIRCRAFT OR USE THE AIRCRAFT DOCUMENTATION IN ANY OR ALL JURISDICTIONS) OR SUITABILITY OF THE AIRCRAFT OR ANY PART THEREOF, OR THE ABSENCE OF LATENT OR OTHER DEFECTS, WHETHER OR NOT DISCOVERABLE, KNOWN OR UNKNOWN, APPARENT OR CONCEALED, EXTERIOR OR INTERIOR, (b) THE ABSENCE OF ANY INFRINGEMENT OF ANY PATENT, TRADEMARK, COPYRIGHT OR OTHER INTELLECTUAL PROPERTY RIGHTS, (c) ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR EXPRESS WARRANTY USAGE OF FITNESS FOR A PARTICULAR PURPOSE; (B) ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY; TRADE OR (Cd) ANY OTHER IMPLIED WARRANTY REPRESENTATION OR REPRESENTATION OF ANY NATURE) REGARDINGWARRANTY, RELATING TO OTHERWISE EXPRESS OR IMPLIED, WITH RESPECT TOTO THE AIRCRAFT OR ANY PART THEREOF, THE MEMBERSHIP INTERESTS AND ALL OF WHICH ARE HEREBY EXPRESSLY DISCLAIMS EXCLUDED AND NEGATES ANY SUCH REPRESENTATION, WARRANTY OR COVENANT. THE PARTIES AGREE THAT, TO THE EXTENT REQUIRED BY APPLICABLE LAW TO BE EFFECTIVE, THE DISCLAIMERS OF REPRESENTATIONS, WARRANTIES AND COVENANTS CONTAINED EXTINGUISHED EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION ARE “CONSPICUOUS” DISCLAIMERS FOR THE PURPOSES OF ANY APPLICABLE LAW, RULE OR ORDERARTICLE 21 HEREOF.

As Is, Where Is. IT PURCHASER EXPRESSLY ACKNOWLEDGES AND AGREES THAT, AS A MATERIAL PART OF THE CONSIDERATION FOR THIS AGREEMENT, THE PROPERTY IS BEING SOLD TO PURCHASER AND PURCHASER AGREES TO PURCHASE AND ACCEPT THE EXPLICIT INTENT OF PROPERTY, AND EACH PARTY THAT THE MEMBERSHIP INTERESTS BEING ASSIGNEDAND EVERY PART AND COMPONENT THEREOF, TRANSFERRED, DELIVERED, CONTRIBUTED AND CONVEYED BY LINN PURSUANT TO THIS AGREEMENT ARE BEING SO ASSIGNED, TRANSFERRED, DELIVERED, CONTRIBUTED AND CONVEYED IN AN “AS IS, WHERE IS,” CONDITION AS OF THE CLOSING WITH ALL FAULTSNO REPRESENTATIONS OR WARRANTIES FROM SELLER, AND THAT LINN IS MAKING NO REPRESENTATION, WARRANTY OR COVENANT WHATSOEVER, EITHER EXPRESS OR IMPLIED EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT. PURCHASER AGREES THAT PURCHASER IS NOT RELYING UPON, AND HAS NOT RECEIVED OR BEEN GIVEN, ANY REPRESENTATIONS (EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT), STATEMENTS OR WARRANTIES (ORAL OR WRITTEN, IMPLIED OR EXPRESS) OF OR BY ANY OFFICER, EMPLOYEE, AGENT OR REPRESENTATIVE OF SELLER, OR ANY SALESPERSON OR BROKER (IF ANY) INVOLVED IN THIS TRANSACTION, AS TO THE PROPERTY OR ANY PART OR COMPONENT THEREOF IN ANY RESPECT, INCLUDING, WITHOUT LIMITATION: (A) BUT NOT LIMITED TO, ANY IMPLIED REPRESENTATIONS, STATEMENTS OR EXPRESS WARRANTY WARRANTIES AS TO THE PHYSICAL OR ENVIRONMENTAL CONDITION OF THE PROPERTY, THE FITNESS OF THE PROPERTY FOR USE AS A PARTICULAR PURPOSE; (B) HOTEL, THE FINANCIAL PERFORMANCE OR POTENTIAL OF THE PROPERTY, THE COMPLIANCE OF THE PROPERTY WITH APPLICABLE BUILDING, ZONING, SUBDIVISION, ENVIRONMENTAL, LIFE SAFETY OR LAND USE LAWS, CODES, ORDINANCES, RULES, ORDERS, OR REGULATIONS, OR THE STATE OF REPAIR OF THE PROPERTY, AND PURCHASER, FOR ITSELF AND ITS HEIRS, LEGAL REPRESENTATIVES, SUCCESSORS AND ASSIGNS, WAIVES ANY IMPLIED RIGHT TO ASSERT ANY CLAIM OR EXPRESS WARRANTY OF MERCHANTABILITY; DEMAND AGAINST SELLER AT LAW OR (C) ANY OTHER IMPLIED WARRANTY OR REPRESENTATION OF ANY NATURE) REGARDING, IN EQUITY RELATING TO ANY SUCH MATTER, WHETHER LATENT OR PATENT, DISCLOSED OR UNDISCLOSED, KNOWN OR UNKNOWN, NOW EXISTING OR HEREAFTER ARISING. EXCEPT FOR ANY TITLE OR SURVEY MATTERS CREATED SOLELY BY SELLER IN VIOLATION OF THIS AGREEMENT, PURCHASER AGREES THAT IT SHALL HAVE NO RECOURSE WHATSOEVER AGAINST SELLER, AT LAW OR IN EQUITY, SHOULD THE SURVEY OR THE TITLE INSURANCE COMMITMENTS OR THE TITLE POLICIES FAIL TO DISCLOSE ANY MATTER AFFECTING THE PROPERTY OR REVEAL ANY SUCH MATTER IN AN INACCURATE, MISLEADING OR INCOMPLETE FASHION OR OTHERWISE BE IN ERROR. PURCHASER ACKNOWLEDGES THAT IT SHALL REVIEW THE SURVEY AND THE TITLE INSURANCE COMMITMENTS (AS SAME MAY BE MARKED AT CLOSING) AND TO DISCUSS THEIR CONTENTS WITH RESPECT TO, THE MEMBERSHIP INTERESTS INDEPENDENT CONTRACTORS WHO PREPARED OR ISSUED EACH OF THEM. PURCHASER ACCORDINGLY AGREES TO LOOK SOLELY TO THE PREPARER OF THE SURVEY AND THE ISSUER OF THE TITLE INSURANCE COMMITMENTS AND TITLE POLICIES FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH SUCH INSTRUMENTS AND HEREBY EXPRESSLY DISCLAIMS AND NEGATES RELEASES SELLER FROM ANY SUCH REPRESENTATION, WARRANTY OR COVENANT. THE PARTIES AGREE THAT, CLAIM (EXCEPT FOR ANY CLAIM THAT SELLER AGREES TO THE EXTENT REQUIRED BY APPLICABLE LAW TO BE EFFECTIVE, THE DISCLAIMERS OF REPRESENTATIONS, WARRANTIES AND COVENANTS CONTAINED CURE AS SET FORTH IN THIS SECTION ARE AGREEMENT). Except with respect to those representations set forth in Article III, it is specifically understood and agreed by Seller and Purchaser that Seller does not make, and shall not be deemed to have made, any representation, warranty or covenant with respect to (i) any Environmental Laws that may affect any of the Property or (ii) the presence or absence of any Hazardous or Toxic Substances in, on, above, under or about any of the Property (“CONSPICUOUSEnvironmental Conditions”). From and after Closing, Purchaser agrees for itself and for its heirs, successors and assigns, to waive all of its rights under this Agreement, if any, and any Environmental Laws to require Seller to remediate or “clean up” DISCLAIMERS FOR THE PURPOSES OF ANY APPLICABLE LAWthe Property and releases Seller from any liability of any kind or nature arising with respect to any Environmental Conditions at the Property. It is understood and agreed by Seller and Purchaser that in the event of any conflict between the terms and provisions of this Section 4.5 and any other term or provision to this Agreement, RULE OR ORDERthe relevant term or provision of this Section 4.5 shall control and govern. The provisions of this Article IV shall survive Closing.

As Is, Where Is. IT IS (a) PURCHASER ACKNOWLEDGES AND AGREES THAT, EXCEPT FOR THOSE REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS AND GUARANTIES, IF ANY, IN THIS CONTRACT AND THE EXPLICIT INTENT SPECIAL WARRANTY DEED CONVEYING THE PROPERTY, SELLER HAS NOT MADE, DOES NOT MAKE AND SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF EACH PARTY THAT THE MEMBERSHIP INTERESTS BEING ASSIGNED, TRANSFERRED, DELIVERED, CONTRIBUTED AND CONVEYED BY LINN PURSUANT TO THIS AGREEMENT ARE BEING SO ASSIGNED, TRANSFERRED, DELIVERED, CONTRIBUTED AND CONVEYED “AS IS, WHERE IS,” WITH ALL FAULTS, AND THAT LINN IS MAKING NO REPRESENTATION, WARRANTY ANY KIND OR COVENANT CHARACTER WHATSOEVER, EXPRESS WHETHER EXPRESS, IMPLIED, OR IMPLIED STATUTORY, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO: (A) THE NATURE, QUALITY OR CONDITION OF THE PROPERTY OR ANY PART THEREOF, INCLUDING, WITHOUT LIMITATION: , THE WATER, SOIL AND GEOLOGY; (AB) THE ECONOMIC FEASIBILITY OF THE PROPERTY OR THE INCOME TO BE DERIVED FROM THE PROPERTY; (C) THE SUITABILITY OF THE PROPERTY FOR ANY IMPLIED AND ALL ACTIVITIES AND USES WHICH PURCHASER MAY CONDUCT THEREON; (D) THE COMPLIANCE OF OR EXPRESS WARRANTY BY THE PROPERTY OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY; (E) THE RENTABILITY, HABITABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSEPURPOSE OF THE PROPERTY; (BF) THE PRESENCE OF ANY IMPLIED ENDANGERED OR EXPRESS WARRANTY THREATENED SPECIES ON THE PROPERTY, AS WELL AS THE SUITABILITY OF MERCHANTABILITYTHE PROPERTY AS HABITAT FOR ANY OF THOSE SPECIES; (G) THE PRESENCE OR ABSENCE OF ANY HAZARDOUS SUBSTANCES (AS HEREINAFTER DEFINED) ON, UNDER OR ABOUT THE PROPERTY OR THE COMPLIANCE OF THE PROPERTY WITH THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION AND LIABILITY ACT, THE SUPERFUND AMENDMENT AND REAUTHORIZATION ACT, THE RESOURCE CONSERVATION RECOVERY ACT, THE FEDERAL WATER POLLUTION CONTROL ACT, THE FEDERAL ENVIRONMENTAL PESTICIDES ACT, THE CLEAN WATER ACT, THE CLEAN AIR ACT, THE TEXAS NATURAL RESOURCES CODE, THE TEXAS WATER CODE, THE TEXAS SOLID WASTE DISPOSAL ACT, THE TEXAS HAZARDOUS SUBSTANCES SPILL PREVENTION AND CONTROL ACT, ANY SO CALLED FEDERAL, STATE OR LOCAL "SUPERFUND" OR "SUPERLIEN" STATUTE, OR ANY OTHER STATUTE, LAW, ORDINANCE, CODE, RULE, REGULATION, ORDER OR DECREE REGULATING, RELATING TO OR IMPOSING LIABILITY (INCLUDING STRICT LIABILITY) OR STANDARDS OF CONDUCT CONCERNING ANY HAZARDOUS SUBSTANCES (HEREIN COLLECTIVELY CALLED THE HAZARDOUS SUBSTANCE LAWS). FOR PURPOSES OF THIS AGREEMENT, THE TERM "HAZARDOUS SUBSTANCES" SHALL MEAN AND INCLUDE THOSE ELEMENTS OR COMPOUNDS WHICH ARE CONTAINED ON THE LIST OF HAZARDOUS SUBSTANCES ADOPTED BY THE UNITED STATES ENVIRONMENTAL PROTECTION AGENCY AND THE LIST OF TOXIC POLLUTANTS DESIGNATED BY CONGRESS OR THE ENVIRONMENTAL PROTECTION AGENCY OR UNDER ANY HAZARDOUS SUBSTANCE LAWS, OR (CH) ANY OTHER IMPLIED WARRANTY OR REPRESENTATION OF ANY NATURE) REGARDING, RELATING TO OTHERWISE MATTER WITH RESPECT TO, THE MEMBERSHIP INTERESTS AND HEREBY EXPRESSLY DISCLAIMS AND NEGATES ANY SUCH REPRESENTATION, WARRANTY OR COVENANT. THE PARTIES AGREE THAT, TO THE EXTENT REQUIRED BY APPLICABLE LAW TO BE EFFECTIVE, THE DISCLAIMERS OF REPRESENTATIONS, WARRANTIES AND COVENANTS CONTAINED IN THIS SECTION ARE “CONSPICUOUS” DISCLAIMERS FOR THE PURPOSES OF ANY APPLICABLE LAW, RULE OR ORDERPROPERTY.

As Is, Where Is. IT PURCHASER EXPRESSLY ACKNOWLEDGES AND AGREES THAT, AS A MATERIAL PART OF THE CONSIDERATION FOR THIS AGREEMENT, THE PROPERTY IS BEING SOLD TO PURCHASER AND PURCHASER AGREES TO PURCHASE AND ACCEPT THE EXPLICIT INTENT OF PROPERTY, AND EACH PARTY THAT THE MEMBERSHIP INTERESTS BEING ASSIGNEDAND EVERY PART AND COMPONENT THEREOF, TRANSFERRED, DELIVERED, CONTRIBUTED AND CONVEYED BY LINN PURSUANT TO THIS AGREEMENT ARE BEING SO ASSIGNED, TRANSFERRED, DELIVERED, CONTRIBUTED AND CONVEYED IN AN “AS IS, WHERE IS,” CONDITION AS OF THE CLOSING WITH ALL FAULTSNO REPRESENTATIONS OR WARRANTIES FROM SELLER, AND THAT LINN IS MAKING NO REPRESENTATION, WARRANTY OR COVENANT WHATSOEVER, EITHER EXPRESS OR IMPLIED EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT. PURCHASER AGREES THAT PURCHASER IS NOT RELYING UPON, AND HAS NOT RECEIVED OR BEEN GIVEN, ANY REPRESENTATIONS (EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT), STATEMENTS OR WARRANTIES (ORAL OR WRITTEN, IMPLIED OR EXPRESS) OF OR BY ANY OFFICER, EMPLOYEE, AGENT OR REPRESENTATIVE OF SELLER, OR ANY SALESPERSON OR BROKER (IF ANY) INVOLVED IN THIS TRANSACTION, AS TO THE PROPERTY OR ANY PART OR COMPONENT THEREOF IN ANY RESPECT, INCLUDING, WITHOUT LIMITATION: (A) BUT NOT LIMITED TO, ANY IMPLIED REPRESENTATIONS, STATEMENTS OR EXPRESS WARRANTY WARRANTIES AS TO THE PHYSICAL OR ENVIRONMENTAL CONDITION OF THE PROPERTY, THE FITNESS OF THE PROPERTY FOR USE AS A PARTICULAR PURPOSE; (B) HOTEL, THE FINANCIAL PERFORMANCE OR POTENTIAL OF THE PROPERTY, THE COMPLIANCE OF THE PROPERTY WITH APPLICABLE BUILDING, ZONING, SUBDIVISION, ENVIRONMENTAL, LIFE SAFETY OR LAND USE LAWS, CODES, ORDINANCES, RULES, ORDERS, OR REGULATIONS, OR THE STATE OF REPAIR OF THE PROPERTY, AND PURCHASER, FOR ITSELF AND ITS HEIRS, LEGAL REPRESENTATIVES, SUCCESSORS AND ASSIGNS, WAIVES ANY IMPLIED RIGHT TO ASSERT ANY CLAIM OR EXPRESS WARRANTY OF MERCHANTABILITY; DEMAND AGAINST SELLERS AT LAW OR (C) ANY OTHER IMPLIED WARRANTY OR REPRESENTATION OF ANY NATURE) REGARDING, IN EQUITY RELATING TO ANY SUCH MATTER, WHETHER LATENT OR PATENT, DISCLOSED OR UNDISCLOSED, KNOWN OR UNKNOWN, NOW EXISTING OR HEREAFTER ARISING EXCEPTING ANY CLAIM OR DEMAND RELATING TO REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENT. EXCEPT FOR ANY TITLE OR SURVEY MATTERS CREATED SOLELY BY SELLER IN VIOLATION OF THIS AGREEMENT, PURCHASER AGREES THAT IT SHALL HAVE NO RECOURSE WHATSOEVER AGAINST SELLER, AT LAW OR IN EQUITY, SHOULD THE SURVEY OR THE TITLE INSURANCE COMMITMENTS OR THE TITLE POLICIES FAIL TO DISCLOSE ANY MATTER AFFECTING THE PROPERTY OR REVEAL ANY SUCH MATTER IN AN INACCURATE, MISLEADING OR INCOMPLETE FASHION OR OTHERWISE BE IN ERROR. PURCHASER ACKNOWLEDGES THAT IT SHALL REVIEW THE SURVEY AND THE TITLE INSURANCE COMMITMENTS (AS SAME MAY BE MARKED AT CLOSING) AND TO DISCUSS THEIR CONTENTS WITH RESPECT TO, THE MEMBERSHIP INTERESTS INDEPENDENT CONTRACTORS WHO PREPARED OR ISSUED EACH OF THEM. PURCHASER ACCORDINGLY AGREES TO LOOK SOLELY TO THE PREPARER OF THE SURVEY AND THE ISSUER OF THE TITLE INSURANCE COMMITMENTS AND TITLE POLICIES FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH SUCH INSTRUMENTS AND HEREBY EXPRESSLY DISCLAIMS AND NEGATES RELEASES SELLERS FROM ANY SUCH REPRESENTATION, WARRANTY OR COVENANT. THE PARTIES CLAIM (EXCEPT FOR ANY CLAIM THAT SELLERS AGREE THAT, TO THE EXTENT REQUIRED BY APPLICABLE LAW TO BE EFFECTIVE, THE DISCLAIMERS OF REPRESENTATIONS, WARRANTIES AND COVENANTS CONTAINED CURE AS SET FORTH IN THIS SECTION ARE AGREEMENT). Purchaser recognizes that the Hotels and Personal Property are not new and that there exists a possibility that the Property is not in compliance with the requirements which would be imposed on a newly constructed hotel by presently effective federal, state and local building, plumbing, electrical, fire, health, handicap, environmental and life safety laws, codes, ordinances, rules, orders and/or regulations (collectively, the “CONSPICUOUSbuilding codes”). The Hotels and other improvements on the Land may contain substances or materials no longer permitted to be used in newly constructed buildings including, without limitation, asbestos or other insulation materials, lead or other paints, wiring, electrical, or plumbing materials and may not contain other materials or equipment required to be installed in a newly constructed building. Purchaser will have the opportunity, as provided for in Section 2.3, to investigate and inspect the Property and review the results of such investigations and inspections of the Property as Purchaser deemed necessary with respect to all such matters. Except as otherwise set forth in this Agreement, Purchaser agrees to accept and shall the Property in an “AS-IS, WHERE IS” DISCLAIMERS FOR THE PURPOSES OF ANY APPLICABLE LAWcondition and at Closing to accept and assume the risk of noncompliance of the Property with all such building codes. Except with respect to those representations set forth in Article 3 hereof, RULE OR ORDERPurchaser waives any right to excuse (except as specifically set forth in this Agreement) or delay performance of its obligations under this Agreement or to assert any claim against Sellers (before or after Closing) arising out of any failure of the Property to comply with any such building codes.

As Is, Where Is. IT IS THE EXPLICIT INTENT OF EACH PARTY THAT THE MEMBERSHIP INTERESTS BEING ASSIGNED, TRANSFERRED, DELIVERED, CONTRIBUTED AND CONVEYED BY LINN PURSUANT TO EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT ARE BEING SO ASSIGNEDAND IN THE DOCUMENTS EXECUTED AT CLOSING, TRANSFERREDSELLER HAS NOT MADE AND DOES NOT HEREBY MAKE ANY REPRESENTATIONS, DELIVERED, CONTRIBUTED WARRANTIES OR OTHER STATEMENTS AS TO THE CONDITION OF THE PROPERTY OR THE SELLER MATERIALS AND CONVEYED BUYER ACKNOWLEDGES THAT AT CLOSING BUYER IS PURCHASING THE PROPERTY ON AN “AS IS, WHERE IS,” WITH ALL FAULTS, BASIS AND THAT LINN IS MAKING NO REPRESENTATION, WARRANTY WITHOUT RELYING ON ANY REPRESENTATIONS OR COVENANT WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED (INCLUDINGIMPLIED, WITHOUT LIMITATION: (A) FROM SELLER, ITS AGENTS OR BROKERS AS TO ANY IMPLIED MATTERS CONCERNING THE PROPERTY OR EXPRESS WARRANTY THE SELLER MATERIALS EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR IN THE DOCUMENTS EXECUTED AT CLOSING. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND IN THE DOCUMENTS EXECUTED AT CLOSING, NO REPRESENTATIONS OR WARRANTIES HAVE BEEN MADE OR ARE MADE AND NO RESPONSIBILITY HAS BEEN OR IS ASSUMED BY SELLER OR BY ANY PARTNER, OFFICER, PERSON, FIRM, AGENT OR REPRESENTATIVE ACTING OR PURPORTING TO ACT ON BEHALF OF FITNESS FOR A PARTICULAR PURPOSE; (B) ANY IMPLIED SELLER AS TO THE CONDITION OR EXPRESS WARRANTY REPAIR OF MERCHANTABILITY; THE PROPERTY OR (C) THE VALUE, EXPENSE OF OPERATION, OR INCOME POTENTIAL THEREOF OR AS TO ANY OTHER IMPLIED WARRANTY FACT OR REPRESENTATION CONDITION THAT HAS OR MIGHT AFFECT THE PROPERTY OR THE CONDITION, REPAIR, VALUE, EXPENSE OF OPERATION OR INCOME POTENTIAL OF THE PROPERTY OR ANY NATURE) REGARDING, RELATING TO OTHERWISE WITH RESPECT TO, THE MEMBERSHIP INTERESTS AND HEREBY EXPRESSLY DISCLAIMS AND NEGATES ANY SUCH REPRESENTATION, WARRANTY OR COVENANTPORTION THEREOF. THE PARTIES AGREE THATTHAT ALL UNDERSTANDINGS AND AGREEMENTS HERETOFORE MADE BETWEEN THEM OR THEIR RESPECTIVE AGENTS OR REPRESENTATIVES ARE MERGED IN THIS AGREEMENT AND THE SCHEDULES AND EXHIBITS HERETO ANNEXED, WHICH ALONE FULLY AND COMPLETELY EXPRESS THEIR AGREEMENT, AND THAT THIS AGREEMENT HAS BEEN ENTERED INTO AFTER FULL INVESTIGATION, OR WITH THE PARTIES SATISFIED WITH THE OPPORTUNITY AFFORDED FOR INVESTIGATION, NEITHER PARTY RELYING UPON ANY STATEMENT OR REPRESENTATION BY THE OTHER UNLESS SUCH STATEMENT OR REPRESENTATION IS SPECIFICALLY EMBODIED IN THIS AGREEMENT OR THE EXHIBITS ANNEXED HERETO. BUYER ACKNOWLEDGES THAT SELLER HAS REQUESTED BUYER TO INSPECT FULLY THE PROPERTY, REVIEW THE SELLER MATERIALS AND INVESTIGATE ALL MATTERS RELEVANT THERETO AND, WITH RESPECT TO THE CONDITION OF THE PROPERTY, TO RELY SOLELY UPON THE EXTENT REQUIRED RESULTS OF BUYER’S OWN INSPECTIONS OR OTHER INFORMATION OBTAINED OR OTHERWISE AVAILABLE TO BUYER, RATHER THAN ANY INFORMATION THAT MAY HAVE BEEN PROVIDED BY APPLICABLE LAW SELLER TO BE EFFECTIVE, THE DISCLAIMERS OF REPRESENTATIONS, WARRANTIES AND COVENANTS CONTAINED IN THIS SECTION ARE “CONSPICUOUS” DISCLAIMERS FOR THE PURPOSES OF ANY APPLICABLE LAW, RULE OR ORDERBUYER. The provisions of this Section shall survive Closing or the termination of this Agreement.

As Is, Where Is. LESSEE AGREES THAT IT IS LEASING THE EXPLICIT INTENT OF EACH PARTY THAT THE MEMBERSHIP INTERESTS BEING ASSIGNED, TRANSFERRED, DELIVERED, CONTRIBUTED AND CONVEYED BY LINN PURSUANT TO THIS AGREEMENT ARE BEING SO ASSIGNED, TRANSFERRED, DELIVERED, CONTRIBUTED AND CONVEYED AIRCRAFT “AS IS, WHERE IS,” WITH ALL FAULTS”. LESSEE UNCONDITIONALLY ACKNOWLEDGES AND AGREES THAT NEITHER LESSOR NOR ANY OF ITS OFFICERS, AND THAT LINN IS MAKING NO DIRECTORS, EMPLOYEES OR REPRESENTATIVES HAVE MADE OR WILL BE DEEMED TO HAVE MADE ANY TERM, CONDITION, REPRESENTATION, WARRANTY OR COVENANT WHATSOEVER, EXPRESS OR IMPLIED (INCLUDINGWHETHER STATUTORY OR OTHERWISE) AS TO (a) THE CAPACITY, WITHOUT LIMITATION: AGE, AIRWORTHINESS, VALUE, QUALITY, DURABILITY, CONFORMITY TO THE PROVISIONS OF THIS LEASE, DESCRIPTION, CONDITION (AWHETHER OF THE AIRCRAFT, ANY ENGINE, ANY PART THEREOF OR THE AIRCRAFT DOCUMENTATION), DESIGN, WORKMANSHIP, MATERIALS, MANUFACTURE, CONSTRUCTION, OPERATION, DESCRIPTION, STATE, MERCHANTABILITY, PERFORMANCE, FITNESS FOR ANY PARTICULAR USE OR PURPOSE (INCLUDING THE ABILITY TO OPERATE OR REGISTER THE AIRCRAFT OR USE THE AIRCRAFT DOCUMENTATION IN ANY OR ALL JURISDICTIONS) OR SUITABILITY OF THE AIRCRAFT OR ANY PART THEREOF, OR THE ABSENCE OF LATENT OR OTHER DEFECTS, WHETHER OR NOT DISCOVERABLE, KNOWN OR UNKNOWN, APPARENT OR CONCEALED, EXTERIOR OR INTERIOR, (b) THE ABSENCE OF ANY INFRINGEMENT OF ANY PATENT, TRADEMARK, COPYRIGHT OR OTHER INTELLECTUAL PROPERTY RIGHTS, (c) ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR EXPRESS WARRANTY USAGE OF FITNESS FOR A PARTICULAR PURPOSE; (B) ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY; TRADE OR (Cd) ANY OTHER IMPLIED WARRANTY REPRESENTATION OR REPRESENTATION OF ANY NATURE) REGARDINGWARRANTY, RELATING TO OTHERWISE EXPRESS OR IMPLIED, WITH RESPECT TOTO THE AIRCRAFT OR ANY PART THEREOF, THE MEMBERSHIP INTERESTS AND ALL OF WHICH ARE HEREBY EXPRESSLY DISCLAIMS EXCLUDED AND NEGATES ANY SUCH REPRESENTATION, WARRANTY OR COVENANT. THE PARTIES AGREE THAT, TO THE EXTENT REQUIRED BY APPLICABLE LAW TO BE EFFECTIVE, THE DISCLAIMERS OF REPRESENTATIONS, WARRANTIES AND COVENANTS CONTAINED EXTINGUISHED EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION ARE “CONSPICUOUS” DISCLAIMERS FOR THE PURPOSES OF ANY APPLICABLE LAW, RULE OR ORDERARTICLE 21 HEREOF.

As Is, Where Is. IT IS THE EXPLICIT INTENT OF EACH PARTY THAT THE MEMBERSHIP INTERESTS BEING ASSIGNED, TRANSFERRED, DELIVERED, CONTRIBUTED AND CONVEYED BY LINN PURSUANT TO NOTWITHSTANDING ANYTHING CONTAINED IN THIS AGREEMENT ARE BEING SO ASSIGNEDTO THE CONTRARY, TRANSFERREDPURCHASER WARRANTS AND ACKNOWLEDGES TO AND AGREES WITH SELLER THAT, DELIVEREDEXCEPT AS MAY OTHERWISE BE THE SUBJECT OF A SPECIFIC REPRESENTATION OR WARRANTY OF SELLER SET FORTH IN THIS AGREEMENT, CONTRIBUTED PURCHASER IS PURCHASING THE LAND AND CONVEYED ALL IMPROVEMENTS LOCATED THEREON IN AN “AS AS-IS, WHERE ” AND “WHERE-IS,” CONDITION “WITH ALL FAULTS” AND ALL PHYSICAL LATENT OR PATENT DEFECTS AND SPECIFICALLY AND EXPRESSLY WITHOUT ANY WARRANTIES, REPRESENTATIONS OR GUARANTEES, WHETHER EXPRESS OR IMPLIED, OF ANY KIND, NATURE, OR TYPE WHATSOEVER FROM OR ON BEHALF OF THE SELLER EXCEPT AS MAY BE SET FORTH IN THE DEED. PURCHASER ACKNOWLEDGES THAT PURCHASER HAS NOT RELIED, AND THAT LINN IS MAKING NO NOT RELYING UPON ANY INFORMATION, DOCUMENT, MAPS OR SKETCHES, PROJECTION, PRO FORMA, STATEMENT, REPRESENTATION, GUARANTEE OR WARRANTY OR COVENANT WHATSOEVER, (WHETHER EXPRESS OR IMPLIED IMPLIED, OR ORAL OR WRITTEN, MATERIAL OR IMMATERIAL) THAT MAY HAVE BEEN GIVEN BY OR MADE BY OR ON BEHALF OF THE SELLER (INCLUDINGEXCEPT AS PROVIDED HEREIN). PURCHASER ACKNOWLEDGES THAT IT IS PURCHASER’S RESPONSIBILITY TO UNDERTAKE SUCH DUE DILIGENCE AND TO MAKE SUCH LEGAL, WITHOUT LIMITATION: (A) ANY IMPLIED FACTUAL AND OTHER INQUIRIES AND INVESTIGATIONS AS PURCHASER DEEMS NECESSARY, DESIRABLE OR EXPRESS WARRANTY APPROPRIATE WITH RESPECT TO ACQUIRING THE LAND AND ALL IMPROVEMENTS LOCATED THEREON, INCLUDING WITH RESPECT TO THE PHYSICAL COMPONENTS OF FITNESS FOR A PARTICULAR PURPOSE; (B) ANY IMPLIED OR EXPRESS WARRANTY ALL PORTIONS OF MERCHANTABILITY; OR (C) ANY OTHER IMPLIED WARRANTY OR REPRESENTATION THE LAND AND ALL IMPROVEMENTS LOCATED THEREON, THE CONDITION OF THE LAND AND ALL IMPROVEMENTS LOCATED THEREON, INCLUDING THE EXISTENCE OF ANY NATURE) REGARDINGHAZARDOUS, RELATING TO OTHERWISE WITH RESPECT TODANGEROUS, THE MEMBERSHIP INTERESTS AND HEREBY EXPRESSLY DISCLAIMS AND NEGATES OR TOXIC WASTE, SUBSTANCE OR CONSTITUENT AS DEFINED IN OR REGULATED BY ANY SUCH REPRESENTATIONFEDERAL, WARRANTY STATE, OR COVENANT. THE PARTIES AGREE THAT, TO THE EXTENT REQUIRED BY APPLICABLE LAW TO BE EFFECTIVE, THE DISCLAIMERS OF REPRESENTATIONS, WARRANTIES AND COVENANTS CONTAINED IN THIS SECTION ARE “CONSPICUOUS” DISCLAIMERS FOR THE PURPOSES OF ANY APPLICABLE LOCAL LAW, RULE ORDINANCE OR ORDERREGULATION (“HAZARDOUS MATERIALS”), AND THE VALUE AND MARKETABILITY OF THE LAND AND ALL IMPROVEMENTS LOCATED THEREON. THIS ACKNOWLEDGEMENT SHALL SURVIVE CLOSING.

As Is, Where Is. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT (I) IT IS THE EXPLICIT INTENT OF EACH PARTY THAT THE MEMBERSHIP INTERESTS PROPERTY BEING CONTRIBUTED, CONVEYED, ASSIGNED, TRANSFERREDTRANSFERRED AND DELIVERED BY THE VERIZON CONTRIBUTORS, DELIVERED, CONTRIBUTED LEASED BY THE VERIZON LESSORS AND CONVEYED ACCEPTED BY LINN PURSUANT TO THIS AGREEMENT ARE THE TOWER OPERATOR IS BEING SO ASSIGNEDCONTRIBUTED, TRANSFERREDLEASED, DELIVERED, CONTRIBUTED TRANSFERRED AND CONVEYED ACCEPTED “AS IS, WHERE IS,” WITH ALL FAULTS, AND THAT LINN NO VERIZON PARTY AND NO VERIZON LESSOR IS MAKING NO REPRESENTATION, ANY REPRESENTATION OR WARRANTY OR COVENANT WHATSOEVER, EXPRESS OR IMPLIED IMPLIED, OTHER THAN THOSE EXPRESSLY GIVEN IN THIS AGREEMENT (INCLUDINGWHICH SHALL SURVIVE ONLY TO THE EXTENT SET FORTH IN SECTION 11.4), WITHOUT LIMITATION: (A) INCLUDING ANY IMPLIED OR EXPRESS WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (B) ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY; OR (C) ANY OTHER IMPLIED WARRANTY OR REPRESENTATION OF ANY NATURE) REGARDING, RELATING TO OTHERWISE WITH RESPECT TO, THE MEMBERSHIP INTERESTS AND HEREBY EXPRESSLY DISCLAIMS AND NEGATES ANY SUCH REPRESENTATION, WARRANTY OR COVENANT. THE PARTIES AGREE THAT, AS TO THE EXTENT REQUIRED BY APPLICABLE LAW VALUE, CONDITION, MERCHANTABILITY OR SUITABILITY AS TO BE EFFECTIVEANY OF THE SITES OR THE TOWERS AND EQUIPMENT LOCATED THEREON (OR THE COLLOCATION AGREEMENTS) AND ANY REPRESENTATION OR WARRANTY AS TO THE ENVIRONMENTAL COMPLIANCE OR CONDITION OF THE SITES OR THE INCLUDED PROPERTY AND (II) PURSUANT TO THE MPL AND OTHER COLLATERAL AGREEMENTS, ACQUIROR AND THE DISCLAIMERS OF REPRESENTATIONSTOWER OPERATOR SHALL ASSUME AND PAY, WARRANTIES HONOR AND COVENANTS DISCHARGE WHEN DUE IN ACCORDANCE WITH THEIR TERMS ANY AND ALL POST-CLOSING LIABILITIES. NOTWITHSTANDING ANYTHING CONTAINED IN THIS SECTION ARE “CONSPICUOUS” DISCLAIMERS FOR AGREEMENT TO THE PURPOSES OF CONTRARY, NO REPRESENTATION OR WARRANTY CONTAINED IN THIS AGREEMENT IS INTENDED TO, OR DOES, COVER OR OTHERWISE PERTAIN TO ANY APPLICABLE LAW, RULE EXCLUDED ASSETS OR ORDEREXCLUDED LIABILITIES.

As Is, Where Is. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, IT IS UNDERSTOOD AND AGREED THAT SELLER IS NOT MAKING AND HAS NOT AT ANY TIME MADE ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED, WITH RESPECT TO THE EXPLICIT INTENT OF EACH PARTY PROPERTY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OR REPRESENTATIONS AS TO HABITABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. PURCHASER ACKNOWLEDGES AND AGREES THAT UPON CLOSING SELLER SHALL SELL AND CONVEY TO PURCHASER AND PURCHASER SHALL ACCEPT THE MEMBERSHIP INTERESTS BEING ASSIGNED, TRANSFERRED, DELIVERED, CONTRIBUTED AND CONVEYED BY LINN PURSUANT TO THIS AGREEMENT ARE BEING SO ASSIGNED, TRANSFERRED, DELIVERED, CONTRIBUTED AND CONVEYED PROPERTY “AS IS, WHERE IS,” , WITH ALL FAULTS”. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES AND OTHER PROVISIONS OF THIS AGREEMENT, PURCHASER HAS NOT RELIED AND WILL NOT RELY ON, AND THAT LINN SELLER IS MAKING NO REPRESENTATIONNOT LIABLE FOR OR BOUND BY, WARRANTY OR COVENANT WHATSOEVER, ANY EXPRESS OR IMPLIED (INCLUDINGWARRANTIES, WITHOUT LIMITATION: (A) GUARANTIES, STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PROPERTY OR RELATING THERETO MADE OR FURNISHED BY SELLER, THE MANAGERS OF THE PROPERTY, OR ANY IMPLIED REAL ESTATE BROKER OR EXPRESS WARRANTY AGENT REPRESENTING OR PURPORTING TO REPRESENT SELLER, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING. PURCHASER ALSO ACKNOWLEDGES THAT THE PURCHASE PRICE REFLECTS AND TAKES INTO ACCOUNT THAT THE PROPERTY IS BEING SOLD “AS-IS.” PURCHASER ACKNOWLEDGES AND REPRESENTS TO SELLER THAT PURCHASER HAS CONDUCTED, OR WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS OF FITNESS FOR A PARTICULAR PURPOSE; (B) ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY; OR (C) ANY OTHER IMPLIED WARRANTY OR REPRESENTATION OF ANY NATURE) REGARDINGTHE PROPERTY, RELATING TO OTHERWISE WITH RESPECT INCLUDING BUT NOT LIMITED TO, THE MEMBERSHIP INTERESTS PHYSICAL AND HEREBY EXPRESSLY DISCLAIMS AND NEGATES ANY SUCH REPRESENTATIONENVIRONMENTAL CONDITIONS THEREOF, WARRANTY AS PURCHASER DEEMS NECESSARY OR COVENANT. THE PARTIES AGREE THAT, DESIRABLE TO SATISFY ITSELF AS TO THE EXTENT REQUIRED CONDITION OF THE PROPERTY AND THE EXISTENCE OR NONEXISTENCE OF ANY HAZARDOUS OR TOXIC SUBSTANCES ON OR DISCHARGED FROM THE PROPERTY, AND WILL RELY SOLELY UPON SAME AND NOT UPON ANY INFORMATION PROVIDED BY APPLICABLE LAW TO BE EFFECTIVEOR ON BEHALF OF SELLER OR ITS AGENTS OR EMPLOYEES WITH RESPECT THERETO, THE DISCLAIMERS OF OTHER THAN SUCH REPRESENTATIONS, WARRANTIES AND COVENANTS CONTAINED OF SELLER AS ARE EXPRESSLY SET FORTH IN THIS SECTION ARE “CONSPICUOUS” DISCLAIMERS FOR AGREEMENT. UPON CLOSING, PURCHASER SHALL ASSUME THE PURPOSES RISK THAT ADVERSE MATTERS, INCLUDING BUT NOT LIMITED TO, CONSTRUCTION DEFECTS AND ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS, MAY NOT HAVE BEEN REVEALED BY PURCHASER'S INVESTIGATIONS, AND PURCHASER, UPON CLOSING, SHALL BE DEEMED TO HAVE WAIVED, RELINQUISHED AND RELEASED SELLER (AND SELLER'S OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES AND AGENTS) FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION (INCLUDING CAUSES OF ACTION IN TORT), LOSSES, DAMAGES, LIABILITIES, COSTS AND EXPENSES (INCLUDING REASONABLE ATTORNEYS' FEES) OF ANY AND EVERY KIND OR CHARACTER, KNOWN OR UNKNOWN, WHICH PURCHASER MIGHT HAVE ASSERTED OR ALLEGED AGAINST SELLER (AND SELLER'S OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES AND AGENTS) AT ANY TIME BY REASON OF OR ARISING OUT OF ANY LATENT OR PATENT CONSTRUCTION DEFECTS OR PHYSICAL CONDITIONS, VIOLATIONS OF ANY APPLICABLE LAWLAWS AND ANY AND ALL OTHER ACTS, RULE OMISSIONS, EVENTS, CIRCUMSTANCES OR ORDERMATTERS REGARDING THE PROPERTY, EXCEPT TO THE EXTENT ANY SUCH CLAIMS RELATE TO A DEFAULT OR VIOLATION OF ANY REPRESENTATIONS, WARRANTIES OR COVENANTS OF SELLER SET FORTH IN THIS AGREEMENT OR OTHER PROVISIONS OF THIS AGREEMENT. Buyer hereby agrees that, if at any time after the Closing, any third party or any governmental agency seeks to hold Buyer responsible for the presence of, or any loss, cost or damage associated with, Hazardous Substances (as hereinafter defined) in, on, above or beneath the Property or emanating therefrom, then the Buyer waives any rights it may have against Seller in connection therewith including, without limitation, under CERCLA (defined below), and Buyer agrees that it shall not (i) implead the Seller, (ii) bring a contribution action or similar action against the Seller or (iii) attempt in any way to hold the Seller responsible with respect to any such matter. Buyer shall not be responsible for any consequences or costs to Seller if Seller is found to be a responsible party under CERCLA or other state or federal environmental laws by the EPA or any other federal or state agency, or any other third party action relating to Seller's ownership of the Property prior to the Closing.

As Is, Where Is. IT EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, SELLER HAS NOT MADE AND DOES NOT HEREBY MAKE ANY REPRESENTATIONS, WARRANTIES OR OTHER STATEMENTS AS TO THE CONDITION OF THE PROPERTY OR THE SELLER MATERIALS AND BUYER ACKNOWLEDGES THAT AT CLOSING BUYER IS PURCHASING THE EXPLICIT INTENT OF EACH PARTY THAT THE MEMBERSHIP INTERESTS BEING ASSIGNED, TRANSFERRED, DELIVERED, CONTRIBUTED AND CONVEYED BY LINN PURSUANT TO THIS AGREEMENT ARE BEING SO ASSIGNED, TRANSFERRED, DELIVERED, CONTRIBUTED AND CONVEYED PROPERTY ON AN “AS IS, WHERE IS,” WITH ALL FAULTS, BASIS AND THAT LINN IS MAKING NO REPRESENTATION, WARRANTY WITHOUT RELYING ON ANY REPRESENTATIONS OR COVENANT WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED (INCLUDINGIMPLIED, WITHOUT LIMITATION: (A) FROM SELLER, ITS AGENTS OR BROKERS AS TO ANY IMPLIED MATTERS CONCERNING THE PROPERTY OR EXPRESS WARRANTY THE SELLER MATERIALS. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NO REPRESENTATIONS OR WARRANTIES HAVE BEEN MADE OR ARE MADE AND NO RESPONSIBILITY HAS BEEN OR IS ASSUMED BY SELLER OR BY ANY PARTNER, OFFICER, PERSON, FIRM, AGENT OR REPRESENTATIVE ACTING OR PURPORTING TO ACT ON BEHALF OF FITNESS FOR A PARTICULAR PURPOSE; (B) ANY IMPLIED SELLER AS TO THE CONDITION OR EXPRESS WARRANTY REPAIR OF MERCHANTABILITY; THE PROPERTY OR (C) THE VALUE, EXPENSE OF OPERATION, OR INCOME POTENTIAL THEREOF OR AS TO ANY OTHER IMPLIED WARRANTY FACT OR REPRESENTATION CONDITION THAT HAS OR MIGHT AFFECT THE PROPERTY OR THE CONDITION, REPAIR, VALUE, EXPENSE OF OPERATION OR INCOME POTENTIAL OF THE PROPERTY OR ANY NATURE) REGARDING, RELATING TO OTHERWISE WITH RESPECT TO, THE MEMBERSHIP INTERESTS AND HEREBY EXPRESSLY DISCLAIMS AND NEGATES ANY SUCH REPRESENTATION, WARRANTY OR COVENANTPORTION THEREOF. THE PARTIES AGREE THATTHAT ALL UNDERSTANDINGS AND AGREEMENTS HERETOFORE MADE BETWEEN THEM OR THEIR RESPECTIVE AGENTS OR REPRESENTATIVES ARE MERGED IN THIS AGREEMENT AND THE SCHEDULES AND EXHIBITS HERETO ANNEXED, WHICH ALONE FULLY AND COMPLETELY EXPRESS THEIR AGREEMENT, AND THAT THIS AGREEMENT HAS BEEN ENTERED INTO AFTER FULL INVESTIGATION, OR WITH THE PARTIES SATISFIED WITH THE OPPORTUNITY AFFORDED FOR INVESTIGATION, NEITHER PARTY RELYING UPON ANY STATEMENT OR REPRESENTATION BY THE OTHER UNLESS SUCH STATEMENT OR REPRESENTATION IS SPECIFICALLY EMBODIED IN THIS AGREEMENT OR THE EXHIBITS ANNEXED HERETO. BUYER ACKNOWLEDGES THAT SELLER HAS REQUESTED BUYER TO INSPECT FULLY THE PROPERTY, REVIEW THE SELLER MATERIALS AND INVESTIGATE ALL MATTERS RELEVANT THERETO AND, WITH RESPECT TO THE CONDITION OF THE PROPERTY, TO RELY SOLELY UPON THE EXTENT REQUIRED RESULTS OF BUYER’S OWN INSPECTIONS OR OTHER INFORMATION OBTAINED OR OTHERWISE AVAILABLE TO BUYER, RATHER THAN ANY INFORMATION THAT MAY HAVE BEEN PROVIDED BY APPLICABLE LAW SELLER TO BE EFFECTIVE, THE DISCLAIMERS OF REPRESENTATIONS, WARRANTIES AND COVENANTS CONTAINED IN THIS SECTION ARE “CONSPICUOUS” DISCLAIMERS FOR THE PURPOSES OF ANY APPLICABLE LAW, RULE OR ORDERBUYER. The provisions of this Section shall survive Closing or the termination of this Agreement.

As Is, Where Is. Buyer acknowledges for Buyer and its successors that Buyer has been given a reasonable opportunity to inspect the Property, either independently or through agents of Buyer’s choosing, and that, except for the representations specifically set forth below in Section 6, the sale of the Property as provided for herein is made on an “as is”, “where is” condition. BUYER FURTHER ACKNOWLEDGES AND AGREES THAT NEITHER SELLER NOR ANY AGENT OR REPRESENTATIVES OF SELLER HAVE MADE, AND SELLER IS NOT LIABLE OR RESPONSIBLE FOR OR BOUND IN ANY MANNER BY ANY EXPRESS OR IMPLIED REPRESENTATIONS, WARRANTIES, COVENANTS, AGREEMENTS, OBLIGATIONS, GUARANTEES, STATEMENTS, INFORMATION OR INDUCEMENTS PERTAINING TO THE CONDITION OF THE PROPERTY (AS HEREINAFTER DEFINED) OR ANY PART THEREOF. BUYER ACKNOWLEDGES, AGREES, REPRESENTS AND WARRANTS THAT IT HAS HAD, AND/OR SHALL HAVE HAD, THE OPPORTUNITY AND HAS IN FACT, AND/OR SHALL HAVE IN FACT, INSPECTED THE PROPERTY AND ALL MATTERS RESPECTING THE PROPERTY AND IS AND/OR SHALL BE FULLY COGNIZANT OF THE EXPLICIT INTENT CONDITION OF EACH PARTY THE PROPERTY AND THAT IT HAS HAD, AND/OR SHALL HAVE HAD, ACCESS TO INFORMATION AND DATA RELATING TO ALL OF SAME AS BUYER HAS CONSIDERED NECESSARY, PRUDENT, APPROPRIATE OR DESIRABLE FOR THE MEMBERSHIP INTERESTS BEING ASSIGNEDPURPOSES OF THIS TRANSACTION AND THAT BUYER AND ITS AGENTS AND REPRESENTATIVES HAVE, TRANSFERREDAND/OR SHALL HAVE HAD, DELIVEREDINDEPENDENTLY INSPECTED, CONTRIBUTED EXAMINED, ANALYZED AND CONVEYED BY LINN PURSUANT APPRAISED ALL OF SAME. BUYER ACKNOWLEDGES THAT BUYER IS AND/OR WILL BE FULLY FAMILIAR WITH THE PROPERTY AND BUYER AGREES TO THIS AGREEMENT ARE BEING SO ASSIGNED, TRANSFERRED, DELIVERED, CONTRIBUTED AND CONVEYED ACCEPT THE PROPERTY “AS IS”, WHERE IS,” WITH ALL FAULTS, IN ITS CURRENT CONDITION, SUBJECT TO REASONABLE WEAR AND THAT LINN IS MAKING NO REPRESENTATIONTEAR. BUYER SHALL BE RESPONSIBLE AT ITS SOLE COST AND EXPENSE TO OBTAIN AND SATISFY ALL REQUIRED GOVERNMENTAL OR REGULATORY INSPECTION, WARRANTY CERTIFICATE OR COVENANT WHATSOEVEROTHER SUCH TRANSFER REQUIREMENTS PRIOR TO CLOSING. AS USED HEREIN, EXPRESS OR IMPLIED (INCLUDING“CONDITION OF THE PROPERTY” SHALL MEAN THE TITLE AND PHYSICAL CONDITION THEREOF, WITHOUT LIMITATION: (A) ANY IMPLIED OR EXPRESS WARRANTY OF INCLUDING ALL ENVIRONMENTAL MATTERS, THE QUANTITY, CHARACTER, FITNESS AND QUALITY THEREOF, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE; , THE INCOME, EXPENSES OR OPERATION THEREOF, THE VALUE AND PROFITABILITY THEREOF, THE USES WHICH CAN BE MADE THEREOF, TITLE TO THE PROPERTY (BSUBJECT, HOWEVER TO SECTION 4), THE STRUCTURAL AND MECHANICAL CONDITION OF THE PROPERTY, THE BUILDINGS, STRUCTURES AND IMPROVEMENTS SITUATE THEREON, THE PLUMBING, HEATING, ELECTRIC AND VENTILATING SYSTEMS (IF ANY) ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY; OR (C) SERVING THE PROPERTY AND ANY OTHER IMPLIED WARRANTY MATTER OR REPRESENTATION OF ANY NATURE) REGARDING, RELATING TO OTHERWISE THING WHATSOEVER WITH RESPECT THERETO. IN ADDITION TO, AND WITHOUT LIMITING THE MEMBERSHIP INTERESTS FOREGOING, BUYER FURTHER ACKNOWLEDGES AND AGREES THAT THE PROPERTY IS CONVEYED IN ITS “AS IS” AND “WHERE AS” CONDITION WITH RESPECT TO ENVIRONMENTAL MATTERS, AND BUYER HEREBY EXPRESSLY DISCLAIMS AND NEGATES ANY SUCH REPRESENTATIONASSUMES THE RISK THAT ADVERSE PAST, WARRANTY PRESENT OR COVENANT. THE PARTIES AGREE THAT, TO THE EXTENT REQUIRED BY APPLICABLE LAW TO FUTURE CONDITIONS MAY NOT BE EFFECTIVE, THE DISCLAIMERS OF REPRESENTATIONS, WARRANTIES AND COVENANTS CONTAINED REVEALED IN THIS SECTION ARE “CONSPICUOUS” DISCLAIMERS FOR THE PURPOSES OF ANY APPLICABLE LAW, RULE ITS INSPECTION OR ORDERINVESTIGATION.

As Is, Where Is. IT (a) BY ENTERING INTO THIS AGREEMENT, PURCHASER CONFIRMS THAT PURCHASER HAS PERFORMED (AND PURCHASER REPRESENTS AND WARRANTS TO SELLER THAT PURCHASER IS CAPABLE OF PERFORMING) A THOROUGH AND INDEPENDENT INVESTIGATION, ANALYSIS AND EVALUATION OF THE EXPLICIT INTENT PROPERTY, AND PURCHASER AGREES THAT PURCHASER HAS DETERMINED, SUBJECT TO THE TERMS AND CONDITIONS OF EACH PARTY THIS AGREEMENT, THAT THE MEMBERSHIP INTERESTS BEING ASSIGNEDPROPERTY IS ACCEPTABLE TO PURCHASER, TRANSFERRED, DELIVERED, CONTRIBUTED AND CONVEYED BY LINN PURSUANT TO THIS AGREEMENT ARE BEING SO ASSIGNED, TRANSFERRED, DELIVERED, CONTRIBUTED AND CONVEYED “AS IS, WHERE IS,” WITH ALL FAULTS, AND THAT LINN IS MAKING NO REPRESENTATION, WARRANTY OR COVENANT WHATSOEVER, EXPRESS OR IMPLIED (INCLUDING, WITHOUT LIMITATION: (A) ANY IMPLIED ALL STRUCTURAL ELEMENTS OF THE IMPROVEMENTS AND ALL MECHANICAL, ELECTRICAL, HEATING, AIR CONDITIONING, VENTILATION, FIRE SAFETY, SECURITY, PLUMBING AND OTHER SYSTEMS IN THE IMPROVEMENTS OR EXPRESS WARRANTY OF FITNESS FOR A PARTICULAR PURPOSEON OR UNDER THE REAL PROPERTY; (B) ANY IMPLIED OR EXPRESS WARRANTY ALL SOIL AND GEOLOGICAL CONDITIONS OF MERCHANTABILITYTHE REAL PROPERTY; OR AND (C) ANY OTHER IMPLIED WARRANTY THE PRESENCE OR REPRESENTATION ABSENCE OF ANY NATURE) REGARDINGHAZARDOUS MATERIALS IN, ON, UNDER OR AROUND THE PROPERTY. PURCHASER HAS HAD ACCESS TO AND HAS CONDUCTED ITS OWN THOROUGH AND INDEPENDENT INSPECTION, INVESTIGATION, ANALYSIS AND EVALUATION OF ALL INSTRUMENTS, RECORDS AND DOCUMENTS WHICH PURCHASER MAY DETERMINE TO BE APPROPRIATE OR ADVISABLE TO REVIEW IN CONNECTION WITH PURCHASER’S ACQUISITION OF THE PROPERTY AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, INCLUDING THOSE RELATING TO OTHERWISE WITH RESPECT TOALL ZONING REGULATIONS AND OTHER GOVERNMENTAL REQUIREMENTS (INCLUDING, WITHOUT LIMITATION, ANY IMPACT THEREOF ON PURCHASER’S INTENDED USE AND/OR DEVELOPMENT OF THE PROPERTY INCLUDING PURCHASER’S ABILITY TO OBTAIN ANY SUCH APPROVALS, PERMITS AND VARIANCES, AND ANY AMENDMENTS, WAIVERS, MODIFICATIONS, USES AND CHANGES THERETO), SITE AND PHYSICAL CONDITIONS, TITLE MATTERS, THE MEMBERSHIP INTERESTS MATERIALS DELIVERED TO PURCHASER BY SELLER, AND HEREBY EXPRESSLY DISCLAIMS ALL OTHER MATTERS AFFECTING THE USE, OCCUPANCY, VALUE, AND NEGATES ANY SUCH REPRESENTATIONCONDITION OF THE PROPERTY, WARRANTY AND PURCHASER HAS DETERMINED, SUBJECT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, THAT THE INFORMATION AND DATA CONTAINED THEREIN OR COVENANTEVIDENCED THEREBY ARE SATISFACTORY TO PURCHASER. THE PARTIES AGREE PURCHASER SPECIFICALLY ACKNOWLEDGES THAT, EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, PURCHASER IS NOT RELYING ON SELLER TO INDICATE THE RELATIVE IMPORTANCE OR MATERIALITY OF ANY OF THE INSTRUMENTS, RECORDS, DOCUMENTS AND OTHER INFORMATION MADE AVAILABLE TO PURCHASER FOR REVIEW AND PURCHASER HAS MADE ITS OWN DETERMINATION AS TO THE EXTENT REQUIRED BY APPLICABLE LAW LEVEL OF SCRUTINY PURCHASER APPLIES TO BE EFFECTIVESUCH INSTRUMENTS, THE DISCLAIMERS OF REPRESENTATIONS, WARRANTIES RECORDS AND COVENANTS CONTAINED IN THIS SECTION ARE “CONSPICUOUS” DISCLAIMERS FOR THE PURPOSES OF ANY APPLICABLE LAW, RULE OR ORDERDOCUMENTS MADE AVAILABLE TO PURCHASER.

As Is, Where Is. IT IS THE EXPLICIT INTENT OF EACH PARTY THAT EXCEPT FOR ANY REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN ARTICLE IV AND ARTICLE V, THE MEMBERSHIP INTERESTS BEING ASSIGNEDINTERESTS, TRANSFERRED, DELIVERED, CONTRIBUTED AND CONVEYED BY LINN PURSUANT TO THIS AGREEMENT BUYER’S INTEREST IN THE COMFORT CARE BUSINESS AND COMFORT CARE ASSETS ARE BEING SO ASSIGNED, TRANSFERRED, DELIVERED, CONTRIBUTED AND CONVEYED ACQUIRED “AS IS, WHERE IS,” WITH ALL FAULTSAND SELLERS, THE COMPANIES, THEIR AFFILIATES AND THAT LINN IS MAKING NO REPRESENTATION, WARRANTY ITS AND THEIR RESPECTIVE REPRESENTATIVES EXPRESSLY DISCLAIM ANY REPRESENTATIONS OR COVENANT WHATSOEVERWARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED IMPLIED, AS TO LIABILITIES, OPERATIONS, TITLE, CONDITION, VALUE, OR QUALITY OF THE COMFORT CARE ASSETS, OR THE COMFORT CARE BUSINESS, OR ANY PART THEREOF OR THE PROSPECTS (INCLUDINGFINANCIAL AND OTHERWISE), WITHOUT LIMITATION: (A) RISKS AND OTHER INCIDENTS OF SELLERS, THE COMPANIES, THEIR AFFILIATES AND ITS AND THEIR RESPECTIVE REPRESENTATIVES AS THEY RELATE TO THE MEMBERSHIP INTERESTS, THE COMPANIES, THE COMFORT CARE BUSINESS, AND THE COMFORT CARE ASSETS AND THE SAME EXPRESSLY DISCLAIM, AND BUYER HEREBY WAIVES, ON BEHALF OF ITSELF, ITS AFFILIATES AND ITS REPRESENTATIVES, ANY IMPLIED REPRESENTATION OR EXPRESS WARRANTY OF QUALITY, MERCHANTABILITY, NON-INFRINGEMENT, USAGE, OR SUITABILITY OR FITNESS OR FITNESS FOR A ANY PARTICULAR PURPOSE; (B) , OR THE SUFFICIENCY OR CONDITION OF THE COMFORT CARE ASSETS, OR THE COMFORT CARE BUSINESS, OR ANY IMPLIED PART THEREOF, OR EXPRESS WARRANTY OF MERCHANTABILITY; AS TO THE WORKMANSHIP THEREOF, OR (C) ANY OTHER IMPLIED WARRANTY OR REPRESENTATION THE ABSENCE OF ANY NATURE) REGARDINGDEFECTS THEREIN, RELATING TO OTHERWISE WITH RESPECT TOWHETHER LATENT OR PATENT, THE MEMBERSHIP INTERESTS IN EACH CASE EXCEPT AS EXPRESSLY SET FORTH IN ARTICLE IV AND HEREBY EXPRESSLY DISCLAIMS AND NEGATES ANY SUCH REPRESENTATION, WARRANTY OR COVENANT. THE PARTIES AGREE THAT, TO THE EXTENT REQUIRED BY APPLICABLE LAW TO BE EFFECTIVE, THE DISCLAIMERS OF REPRESENTATIONS, WARRANTIES AND COVENANTS CONTAINED IN THIS SECTION ARE “CONSPICUOUS” DISCLAIMERS FOR THE PURPOSES OF ANY APPLICABLE LAW, RULE OR ORDER.ARTICLE V.

As Is, Where Is. IT IS THE EXPLICIT INTENT OF EACH PARTY THAT THE MEMBERSHIP ROAN RESOURCES INTERESTS BEING ASSIGNED, TRANSFERRED, DELIVERED, CONTRIBUTED AND CONVEYED BY LINN ROAN HOLDINGS PURSUANT TO THIS AGREEMENT ARE BEING SO ASSIGNED, TRANSFERRED, DELIVERED, CONTRIBUTED AND CONVEYED “AS IS, WHERE IS,” WITH ALL FAULTS, AND THAT LINN ROAN HOLDINGS IS MAKING NO REPRESENTATION, WARRANTY OR COVENANT WHATSOEVER, EXPRESS OR IMPLIED (INCLUDING, WITHOUT LIMITATION: (A) ANY IMPLIED OR EXPRESS WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (B) ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY; OR (C) ANY OTHER IMPLIED WARRANTY OR REPRESENTATION OF ANY NATURE) REGARDING, RELATING TO OTHERWISE WITH RESPECT TO, THE MEMBERSHIP ROAN RESOURCES INTERESTS AND HEREBY EXPRESSLY DISCLAIMS AND NEGATES ANY SUCH REPRESENTATION, WARRANTY OR COVENANT. THE PARTIES AGREE THAT, TO THE EXTENT REQUIRED BY APPLICABLE LAW TO BE EFFECTIVE, THE DISCLAIMERS OF REPRESENTATIONS, WARRANTIES AND COVENANTS CONTAINED IN THIS SECTION ARE “CONSPICUOUS” DISCLAIMERS FOR THE PURPOSES OF ANY APPLICABLE LAW, RULE OR ORDER.

As Is, Where Is. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT (a) IT IS THE EXPLICIT INTENT OF EACH PARTY THAT THE MEMBERSHIP INTERESTS PROPERTY BEING CONVEYED, ASSIGNED, TRANSFERRED, DELIVERED, CONTRIBUTED AND CONVEYED DELIVERED BY LINN PURSUANT TO THIS AGREEMENT ARE SM IS BEING SO CONVEYED, ASSIGNED, TRANSFERRED, DELIVERED, CONTRIBUTED AND CONVEYED DELIVERED “AS IS, WHERE IS,” WITH ALL FAULTS, AND THAT LINN IS THE SM GROUP MEMBERS ARE NOT MAKING NO REPRESENTATION, ANY REPRESENTATION OR WARRANTY OR COVENANT WHATSOEVER, EXPRESS OR IMPLIED IMPLIED, OTHER THAN THOSE EXPRESSLY GIVEN IN THIS AGREEMENT (INCLUDINGWHICH SHALL SURVIVE ONLY TO THE EXTENT SET FORTH IN SECTION 9.4), WITHOUT LIMITATION: (A) INCLUDING ANY IMPLIED OR EXPRESS WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (B) ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY; OR (C) ANY OTHER IMPLIED WARRANTY OR REPRESENTATION OF ANY NATURE) REGARDING, RELATING TO OTHERWISE WITH RESPECT TO, THE MEMBERSHIP INTERESTS AND HEREBY EXPRESSLY DISCLAIMS AND NEGATES ANY SUCH REPRESENTATION, WARRANTY OR COVENANT. THE PARTIES AGREE THAT, AS TO THE EXTENT REQUIRED BY APPLICABLE LAW VALUE, CONDITION, MERCHANTABILITY, OR SUITABILITY AS TO BE EFFECTIVEANY OF THE PORTFOLIO SITES OR THE TOWERS AND EQUIPMENT LOCATED THEREON (OR THE COLLOCATION AGREEMENTS), AND ANY REPRESENTATION OR WARRANTY AS TO THE DISCLAIMERS ENVIRONMENTAL COMPLIANCE OR CONDITION OF REPRESENTATIONSTHE PORTFOLIO SITES OR THE INCLUDED PROPERTY, WARRANTIES AND COVENANTS (b) PURSUANT TO CERTAIN COLLATERAL AGREEMENTS, BUYER SHALL CAUSE THE SALE SITE SUBSIDIARY TO ASSUME AND PAY, HONOR, AND DISCHARGE WHEN DUE IN ACCORDANCE WITH THEIR TERMS ANY AND ALL POST-CLOSING LIABILITIES. NOTWITHSTANDING ANYTHING CONTAINED IN THIS AGREEMENT TO THE CONTRARY, NO REPRESENTATION OR WARRANTY CONTAINED IN THIS AGREEMENT IS INTENDED TO, OR DOES, COVER OR OTHERWISE PERTAIN TO ANY EXCLUDED ASSETS OR EXCLUDED LIABILITIES OR TAXES FOR WHICH AN SM GROUP MEMBER IS RESPONSIBLE UNDER SECTION ARE “CONSPICUOUS” DISCLAIMERS FOR THE PURPOSES OF ANY APPLICABLE LAW, RULE OR ORDER2.10.

As Is, Where Is. IT BUYER ACKNOWLEDGES AND AGREES THAT BUYER IS ACQUIRING THE EXPLICIT INTENT OF EACH PARTY THAT THE MEMBERSHIP INTERESTS BEING ASSIGNED, TRANSFERRED, DELIVERED, CONTRIBUTED AND CONVEYED BY LINN PURSUANT TO THIS AGREEMENT ARE BEING SO ASSIGNED, TRANSFERRED, DELIVERED, CONTRIBUTED AND CONVEYED ORSCHELN SALE ASSETS ON AN “AS IS, WHERE IS,” WITH ALL FAULTSBASIS, AND THAT LINN IS MAKING NO WITHOUT REPRESENTATION, WARRANTY OR COVENANT (EXPRESS OR IMPLIED OTHER THAN THE EXPRESS REPRESENTATIONS CONTAINED IN SECTION 4) BY SELLER. SELLER HAS NOT MADE NOR SHALL BE DEEMED TO HAVE MADE ANY REPRESENTATION, WARRANTY OR COVENANT (EXPRESS OR IMPLIED) OR SHALL BE DEEMED TO HAVE ANY LIABILITY WHATSOEVER AS TO THE VALUE OR FITNESS FOR USE OF THE ORSCHELN SALE ASSETS (OR ANY PART THEREOF), OR ANY OTHER REPRESENTATION, WARRANTY OR COVENANT WHATSOEVER, EXPRESS OR IMPLIED IMPLIED, WITH RESPECT TO THE ORSCHELN SALE ASSETS (INCLUDINGOR ANY PART THEREOF), ANY USE OF THE ORSCHELN SALE ASSETS, THE VALUE OR FINANCIAL STATUS OF THE ORSCHELN SALE ASSETS, AND SELLER SHALL NOT BE LIABLE FOR THE FAILURE OF THE ORSCHELN SALE ASSETS, OR ANY PART THEREOF, TO COMPLY WITH ANY LEGAL REQUIREMENT. IT IS UNDERSTOOD AND AGREED THAT BUYER IS PURCHASING THE ORSCHELN SALE ASSETS AS SPECIFICALLY SET FORTH IN THIS AGREEMENT. BUYER REPRESENTS AND WARRANTS TO SELLER, WITHOUT LIMITATION: (A) ANY IMPLIED OR EXPRESS WARRANTY LIMITATION WHATSOEVER, THAT IT IS ENTERING INTO THIS AGREEMENT SOLELY ON THE BASIS OF FITNESS FOR A PARTICULAR PURPOSE; (B) ANY IMPLIED OR EXPRESS WARRANTY THE RESULTS OF MERCHANTABILITY; OR (C) ANY OTHER IMPLIED WARRANTY OR REPRESENTATION OF ANY NATURE) REGARDINGITS OWN INSPECTIONS, RELATING TO OTHERWISE WITH RESPECT TO, THE MEMBERSHIP INTERESTS AND HEREBY EXPRESSLY DISCLAIMS AND NEGATES ANY SUCH REPRESENTATION, WARRANTY OR COVENANT. THE PARTIES AGREE THAT, ALL RISKS INCIDENT TO THE EXTENT REQUIRED BY APPLICABLE LAW TO BE EFFECTIVE, THE DISCLAIMERS OF REPRESENTATIONS, WARRANTIES AND COVENANTS CONTAINED MATTERS DESCRIBED IN THIS SECTION 5, AS BETWEEN SELLER ON THE ONE HAND, AND BUYER, ON THE OTHER HAND, ARE “CONSPICUOUS” DISCLAIMERS FOR THE PURPOSES OF ANY APPLICABLE LAW, RULE OR ORDERTO BE BORNE BY BUYER.

As Is, Where Is. IT PURCHASER EXPRESSLY ACKNOWLEDGES AND AGREES THAT, AS A MATERIAL PART OF THE CONSIDERATION FOR THIS AGREEMENT, THE PROPERTY IS BEING SOLD TO PURCHASER AND PURCHASER AGREES TO PURCHASE AND ACCEPT THE EXPLICIT INTENT OF PROPERTY, AND EACH PARTY THAT THE MEMBERSHIP INTERESTS BEING ASSIGNEDAND EVERY PART AND COMPONENT THEREOF, TRANSFERRED, DELIVERED, CONTRIBUTED AND CONVEYED BY LINN PURSUANT TO THIS AGREEMENT ARE BEING SO ASSIGNED, TRANSFERRED, DELIVERED, CONTRIBUTED AND CONVEYED IN AN “AS IS, WHERE IS,” CONDITION AS OF THE CLOSING WITH ALL FAULTSNO REPRESENTATIONS OR WARRANTIES FROM SELLER, AND THAT LINN IS MAKING NO REPRESENTATION, WARRANTY OR COVENANT WHATSOEVER, EITHER EXPRESS OR IMPLIED EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT. PURCHASER AGREES THAT PURCHASER IS NOT RELYING UPON, AND HAS NOT RECEIVED OR BEEN GIVEN, ANY REPRESENTATIONS (EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT), STATEMENTS OR WARRANTIES (ORAL OR WRITTEN, IMPLIED OR EXPRESS) OF OR BY ANY OFFICER, EMPLOYEE, AGENT OR REPRESENTATIVE OF SELLER, OR ANY SALESPERSON OR BROKER (IF ANY) INVOLVED IN THIS TRANSACTION, AS TO THE PROPERTY OR ANY PART OR COMPONENT THEREOF IN ANY RESPECT, INCLUDING, WITHOUT LIMITATION: (A) BUT NOT LIMITED TO, ANY IMPLIED REPRESENTATIONS, STATEMENTS OR EXPRESS WARRANTY WARRANTIES AS TO THE PHYSICAL OR ENVIRONMENTAL CONDITION OF THE PROPERTY, THE FITNESS OF THE PROPERTY FOR USE AS A PARTICULAR PURPOSE; (B) HOTEL, THE FINANCIAL PERFORMANCE OR POTENTIAL OF THE PROPERTY, THE COMPLIANCE OF THE PROPERTY WITH APPLICABLE BUILDING, ZONING, SUBDIVISION, ENVIRONMENTAL, LIFE SAFETY OR LAND USE LAWS, CODES, ORDINANCES, RULES, ORDERS, OR REGULATIONS, OR THE STATE OF REPAIR OF THE PROPERTY, AND PURCHASER, FOR ITSELF AND ITS HEIRS, LEGAL REPRESENTATIVES, SUCCESSORS AND ASSIGNS, WAIVES ANY IMPLIED RIGHT TO ASSERT ANY CLAIM OR EXPRESS WARRANTY OF MERCHANTABILITY; DEMAND AGAINST SELLER AT LAW OR (C) ANY OTHER IMPLIED WARRANTY OR REPRESENTATION OF ANY NATURE) REGARDING, IN EQUITY RELATING TO ANY SUCH MATTER, WHETHER LATENT OR PATENT, DISCLOSED OR UNDISCLOSED, KNOWN OR UNKNOWN, NOW EXISTING OR HEREAFTER ARISING EXCEPTING ANY CLAIM OR DEMAND RELATING TO REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENT. EXCEPT FOR ANY TITLE OR SURVEY MATTERS CREATED SOLELY BY SELLER IN VIOLATION OF THIS AGREEMENT, PURCHASER AGREES THAT IT SHALL HAVE NO RECOURSE WHATSOEVER AGAINST SELLER, AT LAW OR IN EQUITY, SHOULD THE SURVEY OR THE TITLE INSURANCE COMMITMENTS OR THE TITLE POLICIES FAIL TO DISCLOSE ANY MATTER AFFECTING THE PROPERTY OR REVEAL ANY SUCH MATTER IN AN INACCURATE, MISLEADING OR INCOMPLETE FASHION OR OTHERWISE BE IN ERROR. PURCHASER ACKNOWLEDGES THAT IT SHALL REVIEW THE SURVEY AND THE TITLE INSURANCE COMMITMENTS (AS SAME MAY BE MARKED AT CLOSING) AND TO DISCUSS THEIR CONTENTS WITH RESPECT TO, THE MEMBERSHIP INTERESTS INDEPENDENT CONTRACTORS WHO PREPARED OR ISSUED EACH OF THEM. PURCHASER ACCORDINGLY AGREES TO LOOK SOLELY TO THE PREPARER OF THE SURVEY AND THE ISSUER OF THE TITLE INSURANCE COMMITMENTS AND TITLE POLICIES FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH SUCH INSTRUMENTS AND HEREBY EXPRESSLY DISCLAIMS AND NEGATES RELEASES SELLER FROM ANY SUCH REPRESENTATION, WARRANTY OR COVENANT. THE PARTIES AGREE THAT, CLAIM (EXCEPT FOR ANY CLAIM THAT SELLER AGREES TO THE EXTENT REQUIRED BY APPLICABLE LAW TO BE EFFECTIVE, THE DISCLAIMERS OF REPRESENTATIONS, WARRANTIES AND COVENANTS CONTAINED CURE AS SET FORTH IN THIS SECTION ARE AGREEMENT). Purchaser recognizes that the Hotel and Personal Property are not new and that there exists a possibility that the Property is not in compliance with the requirements which would be imposed on a newly constructed hotel by presently effective federal, state and local building, plumbing, electrical, fire, health, handicap, environmental and life safety laws, codes, ordinances, rules, orders and/or regulations (collectively, the “CONSPICUOUSBuilding Codes”). The Hotel and other improvements may contain substances or materials no longer permitted to be used in newly constructed buildings including, without limitation, asbestos or other insulation materials, lead or other paints, wiring, electrical, or plumbing materials and may not contain other materials or equipment required to be installed in a newly constructed building. Purchaser will have the opportunity, as provided for in Section 2.3, to investigate and inspect the Property and review the results of such investigations and inspections of the Property as Purchaser deemed necessary with respect to all such matters. Except as otherwise set forth in this Agreement, Purchaser agrees to accept and shall the Property in an “AS-IS, WHERE IS” DISCLAIMERS FOR THE PURPOSES OF ANY APPLICABLE LAWcondition and at Closing to accept and assume the risk of noncompliance of the Property with all such building codes. Except with respect to those representations set forth in Article 3 hereof, RULE OR ORDERPurchaser waives any right to excuse (except as specifically set forth in this Agreement) or delay performance of its obligations under this Agreement or to assert any claim against Seller (before or after Closing) arising out of any failure of the Property to comply with any such building codes.

As Is, Where Is. IT IS THE EXPLICIT INTENT OF EACH PARTY THAT THE MEMBERSHIP INTERESTS BEING ASSIGNED, TRANSFERRED, DELIVERED, CONTRIBUTED AND CONVEYED BY LINN PURSUANT TO EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT ARE BEING SO ASSIGNEDOR IN THE DOCUMENTS DELIVERED BY SELLER TO BUYER AT CLOSING, TRANSFERRED, DELIVERED, CONTRIBUTED THE SALE OF THE PROPERTY HEREUNDER IS AND CONVEYED WILL BE MADE ON AN “AS IS, WHERE IS,” WITH ALL FAULTSBASIS. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT OR IN THE DOCUMENTS DELIVERED BY SELLER AT CLOSING, SELLER HAS NOT MADE, DOES NOT MAKE AND THAT LINN IS MAKING NO REPRESENTATIONSPECIFICALLY NEGATES AND DISCLAIMS ANY REPRESENTATIONS, WARRANTY WARRANTIES OR COVENANT GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIED (INCLUDINGIMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE OF, AS TO, CONCERNING OR WITH RESPECT TO THE PROPERTY OR ANY OTHER MATTER WHATSOEVER, INCLUDING WITHOUT LIMITATION: (Ai) ANY IMPLIED OR EXPRESS WARRANTY THE QUALITY, NATURE, ADEQUACY AND PHYSICAL CONDITION AND ASPECTS OF FITNESS FOR A PARTICULAR PURPOSE; (B) ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY; OR (C) ANY OTHER IMPLIED WARRANTY OR REPRESENTATION OF ANY NATURE) REGARDINGTHE PROPERTY, RELATING TO OTHERWISE WITH RESPECT INCLUDING, BUT NOT LIMITED TO, THE MEMBERSHIP INTERESTS STRUCTURAL ELEMENTS, SEISMIC ASPECTS OF THE PROPERTY, FOUNDATION, ROOF, APPURTENANCES, ACCESS, SIGNAGE, LANDSCAPING, PARKING FACILITIES AND HEREBY EXPRESSLY DISCLAIMS THE ELECTRICAL, MECHANICAL, HVAC, PLUMBING, SEWAGE, AND NEGATES UTILITY SYSTEMS, FACILITIES AND APPLIANCES, THE SQUARE FOOTAGE WITHIN THE IMPROVEMENTS ON THE PROPERTY AND THE IMPROVEMENTS AND WITHIN EACH TENANT SPACE THEREIN, (ii) THE QUALITY, NATURE, ADEQUACY, AND PHYSICAL CONDITION OF SOILS, GEOLOGY AND ANY SUCH REPRESENTATIONGROUNDWATER, WARRANTY (iii) THE EXISTENCE, QUALITY, NATURE, ADEQUACY AND PHYSICAL CONDITION OF UTILITIES SERVING THE PROPERTY, (iv) THE DEVELOPMENT POTENTIAL OF THE PROPERTY, AND THE PROPERTY’S USE, HABITABILITY, MERCHANTABILITY, OR COVENANT. FITNESS, SUITABILITY, VALUE OR ADEQUACY OF THE PARTIES AGREE THATPROPERTY FOR ANY PARTICULAR PURPOSE, (v) THE ZONING AND OTHER LEGAL STATUS OF THE PROPERTY, THE IMPROVEMENTS AND ANY OTHER PUBLIC OR PRIVATE RESTRICTIONS ON USE OF THE PROPERTY, (vi) THE COMPLIANCE OF THE PROPERTY OR ITS OPERATION WITH ANY APPLICABLE CODES, LAWS, REGULATIONS, STATUTES, ORDINANCES, COVENANTS, CONDITIONS AND RESTRICTIONS OF ANY GOVERNMENTAL OR QUASI-GOVERNMENTAL ENTITY OR OF ANY OTHER PERSON OR ENTITY, (vii) THE PRESENCE OF “HAZARDOUS MATERIALS” (AS HEREINAFTER DEFINED) ON, UNDER OR ABOUT THE PROPERTY OR THE ADJOINING OR NEIGHBORING PROPERTY, (viii) THE QUALITY OF ANY LABOR AND MATERIALS USED IN ANY IMPROVEMENTS ON THE PROPERTY, (ix) THE CONDITION OF TITLE TO THE EXTENT REQUIRED BY APPLICABLE LAW TO BE EFFECTIVEPROPERTY, (x) THE DISCLAIMERS LEASES, CONTRACTS, OR OTHER AGREEMENTS AFFECTING THE PROPERTY AND THE IMPROVEMENTS, AND (xi) ECONOMICS OF REPRESENTATIONS, WARRANTIES THE OPERATION OF THE PROPERTY AND COVENANTS CONTAINED IN THIS SECTION ARE “CONSPICUOUS” DISCLAIMERS FOR THE PURPOSES IMPROVEMENTS OR THE FINANCIAL CONDITION OF ANY APPLICABLE LAW, RULE OR ORDERTENANT OF THE PROPERTY.

As Is, Where Is. IT THE SALE OF THE PROPERTY HEREUNDER IS THE EXPLICIT INTENT OF EACH PARTY THAT THE MEMBERSHIP INTERESTS BEING ASSIGNED, TRANSFERRED, DELIVERED, CONTRIBUTED AND CONVEYED BY LINN PURSUANT TO THIS AGREEMENT ARE BEING SO ASSIGNED, TRANSFERRED, DELIVERED, CONTRIBUTED AND CONVEYED WILL BE MADE ON AN “AS IS, WHERE IS,” WITH SUBJECT TO ALL FAULTSFAULTS BASIS. EXCEPT AS PROVIDED IN ARTICLE 6, SELLER HAS NOT MADE, DOES NOT MAKE AND THAT LINN IS MAKING NO REPRESENTATIONSPECIFICALLY NEGATES AND DISCLAIMS ANY REPRESENTATIONS, WARRANTY WARRANTIES OR COVENANT GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIED (INCLUDINGIMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE OF, AS TO, CONCERNING OR WITH RESPECT TO THE PROPERTY OR ANY OTHER MATTER WHATSOEVER, INCLUDING WITHOUT LIMITATION: (Ai) ANY IMPLIED OR EXPRESS WARRANTY THE QUALITY, NATURE, ADEQUACY AND PHYSICAL CONDITION AND ASPECTS OF FITNESS FOR A PARTICULAR PURPOSE; (B) ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY; OR (C) ANY OTHER IMPLIED WARRANTY OR REPRESENTATION OF ANY NATURE) REGARDINGTHE PROPERTY, RELATING TO OTHERWISE WITH RESPECT INCLUDING, BUT NOT LIMITED TO, THE MEMBERSHIP INTERESTS STRUCTURAL ELEMENTS, SEISMIC ASPECTS OF THE PROPERTY, FOUNDATION, ROOF, APPURTENANCES, ACCESS, LANDSCAPING, PARKING FACILITIES AND HEREBY EXPRESSLY DISCLAIMS THE ELECTRICAL, MECHANICAL, HVAC, PLUMBING, SEWAGE, AND NEGATES UTILITY SYSTEMS, FACILITIES AND APPLIANCES, THE SQUARE FOOTAGE WITHIN THE IMPROVEMENTS ON THE PROPERTY AND THE IMPROVEMENTS, (ii) THE QUALITY, NATURE, ADEQUACY, AND PHYSICAL CONDITION OF SOILS, GEOLOGY AND ANY SUCH REPRESENTATIONGROUNDWATER, WARRANTY (iii) THE EXISTENCE, QUALITY, NATURE, ADEQUACY AND PHYSICAL CONDITION OF UTILITIES SERVING THE PROPERTY, (iv) THE DEVELOPMENT POTENTIAL OF THE PROPERTY, AND THE PROPERTY’S USE, HABITABILITY, MERCHANTABILITY, OR COVENANT. FITNESS, SUITABILITY, VALUE OR ADEQUACY OF THE PARTIES AGREE THATPROPERTY FOR ANY PARTICULAR PURPOSE, (v) THE ZONING OR OTHER LEGAL STATUS OF THE PROPERTY AND THE IMPROVEMENTS OR ANY OTHER PUBLIC OR PRIVATE RESTRICTIONS ON USE OF THE PROPERTY, (vi) THE COMPLIANCE OF THE PROPERTY OR ITS OPERATION WITH ANY APPLICABLE CODES, LAWS, REGULATIONS, STATUTES, ORDINANCES, COVENANTS, CONDITIONS AND RESTRICTIONS OF ANY GOVERNMENTAL OR QUASI-GOVERNMENTAL ENTITY OR OF ANY OTHER PERSON OR ENTITY, (vii) THE PRESENCE OF HAZARDOUS MATERIALS ON, UNDER OR ABOUT THE PROPERTY OR THE ADJOINING OR NEIGHBORING PROPERTY, (viii) THE QUALITY OF ANY LABOR AND MATERIALS USED IN ANY IMPROVEMENTS ON THE PROPERTY, (ix) THE CONDITION OF TITLE TO THE EXTENT REQUIRED BY APPLICABLE LAW TO BE EFFECTIVEPROPERTY, (x) THE DISCLAIMERS LEASES, OR OTHER AGREEMENTS AFFECTING THE PROPERTY AND THE IMPROVEMENTS, AND (xi) THE ECONOMICS OF REPRESENTATIONS, WARRANTIES THE OPERATION OF THE PROPERTY AND COVENANTS CONTAINED IN THIS SECTION ARE “CONSPICUOUS” DISCLAIMERS FOR THE PURPOSES OF ANY APPLICABLE LAW, RULE OR ORDERIMPROVEMENTS.

As Is, Where Is. IT IS THE EXPLICIT INTENT OF EACH PARTY THAT THE MEMBERSHIP INTERESTS BEING ASSIGNED, TRANSFERRED, DELIVERED, CONTRIBUTED AND CONVEYED PURCHASER BY LINN PURSUANT TO CLOSING THIS AGREEMENT ARE BEING SO ASSIGNEDHEREBY EXPRESSLY ACKNOWLEDGES AND AGREES THAT PURCHASER HAS OR WILL THOROUGHLY INSPECT AND EXAMINE THE PROPERTY TO THE EXTENT DEEMED NECESSARY BY PURCHASER IN ORDER TO ENABLE PURCHASER TO EVALUATE THE PURCHASE OF THE PROPERTY. PURCHASER BY CLOSING THIS AGREEMENT FURTHER ACKNOWLEDGES AND AGREES THAT PURCHASER IS RELYING SOLELY UPON THE INSPECTION, TRANSFERREDEXAMINATION, DELIVERED, CONTRIBUTED AND CONVEYED EVALUATION OF THE PROPERTY BY PURCHASER AND THAT PURCHASER IS PURCHASING THE PROPERTY ON AN “AS IS, WHERE AS-IS,” “WHERE-IS” AND “WITH ALL FAULTS” BASIS WITHOUT REPRESENTATIONS, WARRANTIES AND COVENANTS, EXPRESS OR IMPLIED, OF ANY KIND OR NATURE, EXCEPT AS EXPRESSLY CONTAINED IN THIS AGREEMENT. NOTHING CONTAINED IN THIS PARAGRAPH SHALL LIMIT THE WARRANTIES OF TITLE SET FORTH IN THE SPECIAL WARRANTY DEED TO BE DELIVERED FROM SELLER TO PURCHASER AT THE CLOSING. PURCHASER BY CLOSING THIS AGREEMENT WAIVES AND RELINQUISHES ALL RIGHTS AND PRIVILEGES ARISING OUT OF, OR WITH RESPECT OR IN RELATION TO, ANY REPRESENTATIONS, WARRANTIES, AND THAT LINN IS MAKING NO REPRESENTATIONCOVENANTS, WARRANTY WHETHER EXPRESS OR COVENANT IMPLIED, WHICH MAY HAVE BEEN MADE OR GIVEN OR WHICH MAY BE DEEMED TO HAVE BEEN MADE OR GIVEN BY SELLER, EXCEPT AS EXPRESSLY OTHERWISE PROVIDED IN THIS AGREEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT, EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, SELLER HAS NOT MADE AND DOES NOT HEREBY MAKE ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND OR CHARACTER WHATSOEVER, EXPRESS OR IMPLIED IMPLIED, WITH RESPECT TO THE PROPERTY, ITS CONDITION (INCLUDING, WITHOUT LIMITATION: (A) , ANY IMPLIED REPRESENTATION OR EXPRESS WARRANTY OF REGARDING MERCHANTABILITY OR FITNESS FOR A ANY PARTICULAR PURPOSE; (B) ANY IMPLIED ), ITS COMPLIANCE WITH ENVIRONMENTAL LAWS OR EXPRESS WARRANTY OTHER LAWS, INCOME TO BE DERIVED THEREFROM OR EXPENSES TO BE INCURRED WITH RESPECT THERETO, THE OBLIGATIONS, RESPONSIBILITIES OR LIABILITIES OF MERCHANTABILITY; THE OWNER THEREOF, OR (C) ANY OTHER IMPLIED WARRANTY MATTER OR REPRESENTATION OF ANY NATURE) REGARDING, THING RELATING TO OTHERWISE WITH RESPECT TO, OR AFFECTING THE MEMBERSHIP INTERESTS AND HEREBY EXPRESSLY DISCLAIMS AND NEGATES ANY SUCH REPRESENTATION, WARRANTY OR COVENANT. THE PARTIES AGREE THAT, TO THE EXTENT REQUIRED BY APPLICABLE LAW TO BE EFFECTIVE, THE DISCLAIMERS OF REPRESENTATIONS, WARRANTIES AND COVENANTS CONTAINED IN THIS SECTION ARE “CONSPICUOUS” DISCLAIMERS FOR THE PURPOSES OF ANY APPLICABLE LAW, RULE OR ORDERPROPERTY.

As Is, Where Is. IT AS A MATERIAL PART OF THE CONSIDERATION FOR THIS DEED, GRANTOR AND GRANTEE ACKNOWLEDGE AND AGREE THAT GRANTEE IS TAKING THE EXPLICIT INTENT OF EACH PARTY THAT THE MEMBERSHIP INTERESTS BEING ASSIGNED, TRANSFERRED, DELIVERED, CONTRIBUTED AND CONVEYED BY LINN PURSUANT TO THIS AGREEMENT ARE BEING SO ASSIGNED, TRANSFERRED, DELIVERED, CONTRIBUTED AND CONVEYED PROPERTY “AS IS, WHERE IS, WITH ALL FAULTS,” WITH ANY AND ALL FAULTS, LATENT AND PATENT DEFECTS AND THAT LINN THERE IS MAKING NO REPRESENTATION, WARRANTY BY GRANTOR THAT THE PROPERTY (OR COVENANT WHATSOEVER, EXPRESS ANY PART THEREOF) HAS A PARTICULAR FINANCIAL VALUE OR IMPLIED (INCLUDING, WITHOUT LIMITATION: (A) ANY IMPLIED OR EXPRESS WARRANTY OF FITNESS IS FIT FOR A PARTICULAR PURPOSE; . GRANTEE ACKNOWLEDGES AND STIPULATES THAT GRANTEE IS NOT RELYING ON ANY REPRESENTATION, STATEMENT, AGREEMENT, INDUCEMENT OR OTHER ASSERTION WITH RESPECT TO THE CONDITION OF THE PROPERTY (BTO INCLUDE, WITHOUT LIMITATION, THE ENVIRONMENTAL OR PHYSICAL CONDITION OF THE PROPERTY OR BUILDING) ANY BUT IS RELYING SOLELY ON GRANTEE’S EXAMINATION OF THE PROPERTY. GRANTEE TAKES THE PROPERTY WITH THE EXPRESS UNDERSTANDING AND STIPULATION THAT THERE ARE NO EXPRESS OR IMPLIED WARRANTIES OR EXPRESS WARRANTY OF MERCHANTABILITY; OR (C) ANY OTHER IMPLIED WARRANTY OR REPRESENTATION REPRESENTATIONS BY GRANTOR OF ANY NATURE) REGARDING, RELATING TO OTHERWISE KIND. GRANTEE'S ACCEPTANCE OF THE PROPERTY IS AT THE SOLE RISK AND LIABILITY OF GRANTEE WITH RESPECT TOTO I) THE PRESENT STATUS AND CONDITION OF THE PROPERTY, AND II) THE MEMBERSHIP INTERESTS SUITABILITY, FITNESS OR ACCEPTABILITY OF THE PROPERTY FOR GRANTOR'S PURPOSES. FURTHER, GRANTEE ACKNOWLEDGES AND HEREBY EXPRESSLY DISCLAIMS AND NEGATES ANY SUCH REPRESENTATION, WARRANTY OR COVENANT. THE PARTIES AGREE THAT, STIPULATES THAT IT HAS HAD ACCESS TO THE EXTENT REQUIRED BY APPLICABLE LAW PROPERTY TO BE EFFECTIVE, CONDUCT ITS OWN INVESTIGATION AND ASSESSMENT AND IS WELL AWARE OF THE DISCLAIMERS CONDITION OF REPRESENTATIONS, WARRANTIES THE PROPERTY AND COVENANTS CONTAINED IN THIS SECTION ARE “CONSPICUOUS” DISCLAIMERS FOR THE PURPOSES OF ANY APPLICABLE LAW, RULE OR ORDERBUILDING.

As Is, Where Is. IT IS (i) EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, OR IN THE EXPLICIT INTENT DEED OR ANY OTHER INSTRUMENT DELIVERED BY SELLER AT CLOSING, SELLER HEREBY DISCLAIMS ALL WARRANTIES OF EACH PARTY ANY KIND OR NATURE WHATSOEVER (INCLUDING WARRANTIES OF HABITABILITY, MERCHANTABILITY AND FITNESS FOR PARTICULAR PURPOSE), WHETHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES WITH RESPECT TO THE PROPERTY, THE ZONING OF THE LAND, THE SOIL CONDITIONS OF THE LAND, OR THE SUITABILITY OF THE PROPERTY FOR PURCHASER’S INTENDED USE THEREOF. PURCHASER ACKNOWLEDGES THAT PURCHASER HAS BEEN PERMITTED AN OPPORTUNITY TO CONDUCT A DILIGENT INVESTIGATION OF THE MEMBERSHIP INTERESTS BEING ASSIGNEDPROPERTY WITH REGARD TO ITS CONDITION, TRANSFERREDPERMITTED USE, DELIVEREDAND SUITABILITY FOR PURCHASER’S INTENDED USE THEREOF, CONTRIBUTED AS WELL AS ALL OTHER FACTORS DEEMED MATERIAL TO PURCHASER AND CONVEYED HAS BEEN AFFORDED AN OPPORTUNITY TO EMPLOY SUCH INDEPENDENT PROFESSIONALS IN CONNECTION THEREWITH AS DEEMED NECESSARY BY LINN PURSUANT TO PURCHASER. PURCHASER FURTHER ACKNOWLEDGES THAT SHOULD THIS AGREEMENT ARE BEING SO ASSIGNEDPROCEED TO CLOSING, TRANSFERRED, DELIVERED, CONTRIBUTED AND CONVEYED PURCHASER WILL PURCHASE THE PROPERTY “AS IS, WHERE IS,” WITH ALL FAULTSAND IN ITS CONDITION AS OF THE DATE OF CLOSING, AND THAT LINN PURCHASER IS MAKING NO REPRESENTATION, WARRANTY OR COVENANT WHATSOEVER, EXPRESS OR IMPLIED (INCLUDING, WITHOUT LIMITATION: (A) NOT RELYING UPON ANY IMPLIED OR EXPRESS WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (B) ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY; OR (C) ANY OTHER IMPLIED WARRANTY OR REPRESENTATION OF ANY NATURE) REGARDINGKIND OR NATURE MADE BY SELLER, RELATING TO OTHERWISE OR ANY OF ITS EMPLOYEES, OR AGENTS WITH RESPECT TOTO THE PROPERTY, THE MEMBERSHIP INTERESTS AND HEREBY EXPRESSLY DISCLAIMS AND NEGATES ANY SUCH REPRESENTATION, WARRANTY OR COVENANT. THE PARTIES AGREE THAT, TO THE EXTENT REQUIRED BY APPLICABLE LAW TO BE EFFECTIVEIN FACT, THE DISCLAIMERS OF REPRESENTATIONSNO SUCH REPRESENTATIONS WERE MADE, WARRANTIES AND COVENANTS CONTAINED IN THIS SECTION ARE “CONSPICUOUS” DISCLAIMERS FOR THE PURPOSES OF ANY APPLICABLE LAW, RULE OR ORDEREXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN.

As Is, Where Is. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT (I) IT IS THE EXPLICIT INTENT OF EACH PARTY THAT THE MEMBERSHIP INTERESTS PROPERTY BEING CONTRIBUTED, CONVEYED, ASSIGNED, TRANSFERREDTRANSFERRED AND DELIVERED BY THE T‑MOBILE CONTRIBUTORS, DELIVERED, CONTRIBUTED LEASED BY THE T‑MOBILE SPES AND CONVEYED ACCEPTED BY LINN PURSUANT TO THIS AGREEMENT ARE THE TOWER OPERATOR IS BEING SO ASSIGNEDCONTRIBUTED, TRANSFERREDLEASED, DELIVERED, CONTRIBUTED TRANSFERRED AND CONVEYED ACCEPTED “AS IS, WHERE IS,” WITH ALL FAULTS, AND THAT LINN NO T‑MOBILE PARTY AND NO T‑MOBILE SPE IS MAKING NO REPRESENTATION, ANY REPRESENTATION OR WARRANTY OR COVENANT WHATSOEVER, EXPRESS OR IMPLIED IMPLIED, OTHER THAN THOSE EXPRESSLY GIVEN IN THIS AGREEMENT (INCLUDINGWHICH SHALL SURVIVE ONLY TO THE EXTENT SET FORTH IN SECTION 12.4), WITHOUT LIMITATION: (A) INCLUDING ANY IMPLIED OR EXPRESS WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (B) ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY; OR (C) ANY OTHER IMPLIED WARRANTY OR REPRESENTATION OF ANY NATURE) REGARDING, RELATING TO OTHERWISE WITH RESPECT TO, THE MEMBERSHIP INTERESTS AND HEREBY EXPRESSLY DISCLAIMS AND NEGATES ANY SUCH REPRESENTATION, WARRANTY OR COVENANT. THE PARTIES AGREE THAT, AS TO THE EXTENT REQUIRED BY APPLICABLE LAW VALUE, CONDITION, MERCHANTABILITY OR SUITABILITY AS TO BE EFFECTIVEANY OF THE SITES OR THE TOWERS AND EQUIPMENT LOCATED THEREON (OR THE COLLOCATION AGREEMENTS), AND ANY REPRESENTATION OR WARRANTY AS TO THE DISCLAIMERS ENVIRONMENTAL COMPLIANCE OR CONDITION OF REPRESENTATIONSTHE SITES OR THE INCLUDED PROPERTY AND (II) PURSUANT TO THE MPL AND OTHER COLLATERAL AGREEMENTS, WARRANTIES CROWN AND COVENANTS THE TOWER OPERATOR SHALL ASSUME AND PAY, HONOR AND DISCHARGE WHEN DUE IN ACCORDANCE WITH THEIR TERMS ANY AND ALL POST-CLOSING LIABILITIES. NOTWITHSTANDING ANYTHING CONTAINED IN THIS SECTION ARE “CONSPICUOUS” DISCLAIMERS FOR AGREEMENT TO THE PURPOSES OF CONTRARY, NO REPRESENTATION OR WARRANTY CONTAINED IN THIS AGREEMENT IS INTENDED TO, OR DOES, COVER OR OTHERWISE PERTAIN TO ANY APPLICABLE LAW, RULE EXCLUDED ASSETS OR ORDEREXCLUDED LIABILITIES.

As Is, Where Is. IT IS EXCEPT FOR THE EXPLICIT INTENT REPRESENTATIONS AND WARRANTIES OF EACH PARTY THAT THE MEMBERSHIP INTERESTS BEING ASSIGNED, TRANSFERRED, DELIVERED, CONTRIBUTED AND CONVEYED BY LINN PURSUANT TO SELLER EXPRESSLY PROVIDED IN THIS AGREEMENT ARE BEING SO ASSIGNEDOR IN THE DOCUMENTS DELIVERED BY SELLER AT CLOSING, TRANSFERRED, DELIVERED, CONTRIBUTED THE SALE OF THE PROPERTY HEREUNDER IS AND CONVEYED WILL BE MADE ON AN “AS IS, WHERE IS,” AND “WITH ALL FAULTS” BASIS. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT OR IN THE DOCUMENTS DELIVERED BY SELLER AT CLOSING, SELLER HAS NOT MADE, DOES NOT MAKE AND THAT LINN IS MAKING NO REPRESENTATIONSPECIFICALLY NEGATES AND DISCLAIMS ANY REPRESENTATIONS, WARRANTY WARRANTIES OR COVENANT GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIED (INCLUDINGIMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE OF, AS TO, CONCERNING OR WITH RESPECT TO THE PROPERTY OR ANY OTHER MATTER WHATSOEVER, INCLUDING WITHOUT LIMITATION: (Ai) ANY IMPLIED OR EXPRESS WARRANTY THE QUALITY, NATURE, ADEQUACY AND PHYSICAL CONDITION AND ASPECTS OF FITNESS FOR A PARTICULAR PURPOSE; (B) ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY; OR (C) ANY OTHER IMPLIED WARRANTY OR REPRESENTATION OF ANY NATURE) REGARDINGTHE PROPERTY, RELATING TO OTHERWISE WITH RESPECT INCLUDING, BUT NOT LIMITED TO, THE MEMBERSHIP INTERESTS STRUCTURAL ELEMENTS, SEISMIC ASPECTS OF THE PROPERTY, FOUNDATION, ROOF, APPURTENANCES, ACCESS, SIGNAGE, LANDSCAPING, PARKING FACILITIES AND HEREBY EXPRESSLY DISCLAIMS THE ELECTRICAL, MECHANICAL, HVAC, PLUMBING, SEWAGE, AND NEGATES UTILITY SYSTEMS, FACILITIES AND APPLIANCES, THE SQUARE FOOTAGE WITHIN THE IMPROVEMENTS ON THE PROPERTY AND THE IMPROVEMENTS AND WITHIN EACH TENANT SPACE THEREIN, (ii) THE QUALITY, NATURE, ADEQUACY, AND PHYSICAL CONDITION OF SOILS, GEOLOGY AND ANY SUCH REPRESENTATIONGROUNDWATER, WARRANTY (iii) THE EXISTENCE, QUALITY, NATURE, ADEQUACY AND PHYSICAL CONDITION OF UTILITIES SERVING THE PROPERTY, (iv) THE DEVELOPMENT POTENTIAL OF THE PROPERTY, AND THE PROPERTY'S USE, HABITABILITY, MERCHANTABILITY, OR COVENANT. FITNESS, SUITABILITY, VALUE OR ADEQUACY OF THE PARTIES AGREE THATPROPERTY FOR ANY PARTICULAR PURPOSE, (v) THE ZONING AND OTHER LEGAL STATUS OF THE PROPERTY, THE IMPROVEMENTS AND ANY OTHER PUBLIC OR PRIVATE RESTRICTIONS ON USE OF THE PROPERTY, (vi) THE COMPLIANCE OF THE PROPERTY OR ITS OPERATION WITH ANY APPLICABLE CODES, LAWS, REGULATIONS, STATUTES, ORDINANCES, COVENANTS, CONDITIONS AND RESTRICTIONS OF ANY GOVERNMENTAL OR QUASI-GOVERNMENTAL ENTITY OR OF ANY OTHER PERSON OR ENTITY, (vii) THE PRESENCE OF HAZARDOUS MATERIALS (as hereinafter defined) ON, UNDER OR ABOUT THE PROPERTY OR THE ADJOINING OR NEIGHBORING PROPERTY, (viii) THE QUALITY OF ANY LABOR AND MATERIALS USED IN ANY IMPROVEMENTS ON THE PROPERTY, (ix) THE CONDITION OF TITLE TO THE EXTENT REQUIRED BY APPLICABLE LAW TO BE EFFECTIVEPROPERTY, (x) ANY LEASES, CONTRACTS, OR OTHER AGREEMENTS AFFECTING THE DISCLAIMERS PROPERTY AND THE IMPROVEMENTS, AND (xi) ECONOMICS OF REPRESENTATIONS, WARRANTIES THE OPERATION OF THE PROPERTY AND COVENANTS CONTAINED IN THIS SECTION ARE “CONSPICUOUS” DISCLAIMERS FOR THE PURPOSES IMPROVEMENTS OR THE FINANCIAL CONDITION OF ANY APPLICABLE LAW, RULE OR ORDERTENANT OF THE PROPERTY.

As Is, Where Is. IT BUYER ACKNOWLEDGES AND AGREES THAT SELLER IS TRANSFERRING THE EXPLICIT INTENT OF EACH PARTY THAT THE MEMBERSHIP INTERESTS BEING ASSIGNED, TRANSFERRED, DELIVERED, CONTRIBUTED ASSETS TO BUYER AS IS AND CONVEYED BY LINN PURSUANT TO THIS AGREEMENT ARE BEING SO ASSIGNED, TRANSFERRED, DELIVERED, CONTRIBUTED AND CONVEYED “AS WHERE IS, WHERE IS,” IN THEIR EXISTING STATE AND PHYSICAL CONDITION AND LOCATION WITH ALL FAULTS. BUYER ACKNOWLEDGES AND AGREES THAT SELLER EXPRESSLY DISCLAIMS, ALL REPRESENTATIONS AND THAT LINN IS MAKING NO REPRESENTATIONWARRANTIES, WARRANTY OR COVENANT WHATSOEVER, EITHER EXPRESS OR IMPLIED (IMPLIED, AS TO ANY MATTER RELATING TO THE ASSETS INCLUDING, WITHOUT LIMITATION: (A) ANY IMPLIED OR EXPRESS WARRANTY THE CONDITION OF FITNESS FOR A PARTICULAR PURPOSE; THE ASSETS, (B) THE MERCHANTABILITY, SUITABILITY OR THE FITNESS FOR ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY; OR PARTICULAR PURPOSE, (C) ANY THE QUALITY OF THE MATERIAL OR WORKMANSHIP OF THE ASSETS, (D) THE CONFORMITY TO SPECIFICATIONS, (E) THE OPERATION, PERFORMANCE OR MAINTENANCE OF THE ASSETS, AND (F) THE ABSENCE OF LATENT OR OTHER IMPLIED WARRANTY DEFECTS, WHETHER OR REPRESENTATION NOT DISCOVERABLE. BUYER AGREES THAT ALL SUCH RISKS, OBLIGATIONS AND LIABILITIES AS AMONG BUYER AND SELLER ARE TO BE BORNE BY BUYER. THE PROVISIONS OF ANY NATURE) REGARDINGTHIS SECTION HAVE BEEN NEGOTIATED BY THE PARTIES AND SUCH PROVISIONS ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION OF REPRESENTATIONS AND WARRANTIES BY SELLER, RELATING TO OTHERWISE EXPRESS OR IMPLIED, WITH RESPECT TO, THE MEMBERSHIP INTERESTS AND HEREBY EXPRESSLY DISCLAIMS AND NEGATES ANY SUCH REPRESENTATION, WARRANTY OR COVENANT. THE PARTIES AGREE THAT, TO THE EXTENT REQUIRED BY APPLICABLE ASSETS, WHETHER PURSUANT TO ANY LAW TO BE EFFECTIVENOW OR HEREAFTER IN EFFECT, THE DISCLAIMERS OF REPRESENTATIONS, WARRANTIES AND COVENANTS CONTAINED IN THIS SECTION ARE “CONSPICUOUS” DISCLAIMERS FOR THE PURPOSES OF ANY APPLICABLE LAW, RULE EQUITY OR ORDEROTHERWISE.

As Is, Where Is. IT SUBJECT ONLY TO SELLER’S REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN ARTICLE IV AND IN THE DEED AND SUBJECT TO THE CONDITIONS SET FORTH IN ARTICLE III, PURCHASER EXPRESSLY ACKNOWLEDGES AND AGREES, AND REPRESENTS AND WARRANTS TO SELLER, THAT PURCHASER IS PURCHASING THE EXPLICIT INTENT OF EACH PARTY THAT THE MEMBERSHIP INTERESTS BEING ASSIGNED, TRANSFERRED, DELIVERED, CONTRIBUTED AND CONVEYED BY LINN PURSUANT TO THIS AGREEMENT ARE BEING SO ASSIGNED, TRANSFERRED, DELIVERED, CONTRIBUTED AND CONVEYED PURCHASED ASSETS WITH ALL DEFECTS IN THEIR “AS IS”, “WHERE IS,” CONDITION AND WITH ALL FAULTS, WHETHER KNOWN, UNKNOWN, APPARENT OR LATENT. PURCHASER FURTHER ACKNOWLEDGES AND THAT LINN IS MAKING NO REPRESENTATIONAGREES THAT, WARRANTY EXCEPT TO THE EXTENT EXPRESSLY SET FORTH IN THIS AGREEMENT OR COVENANT WHATSOEVERIN THE DEED, EXPRESS OR IMPLIED NEITHER SELLER NOR ANY OF ITS AFFILIATES NOR ANY OF THEIR RESPECTIVE REPRESENTATIVES HAS MADE, AND PURCHASER SPECIFICALLY WAIVES AND RELINQUISHES ALL RIGHTS, PRIVILEGES AND CLAIMS ARISING OUT OF, ANY ALLEGED REPRESENTATIONS, WARRANTIES (INCLUDING, WITHOUT LIMITATION: (A) ANY IMPLIED OR EXPRESS WARRANTY INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE; (B) ANY IMPLIED USE, AND WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE OR EXPRESS WARRANTY OF MERCHANTABILITY; TRADE), PROMISES, COVENANTS, AGREEMENTS OR (C) ANY OTHER IMPLIED WARRANTY OR REPRESENTATION GUARANTEES OF ANY NATURE) REGARDINGKIND OR CHARACTER WHATSOEVER, RELATING WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, WHICH MAY HAVE BEEN MADE OR GIVEN, OR WHICH MAY BE DEEMED TO OTHERWISE HAVE BEEN MADE OR GIVEN, BY SELLER, ITS AFFILIATES OR ANY OF THEIR RESPECTIVE REPRESENTATIVES, AS TO, CONCERNING OR WITH RESPECT TO, THE MEMBERSHIP INTERESTS AND HEREBY EXPRESSLY DISCLAIMS AND NEGATES ANY SUCH REPRESENTATION, WARRANTY OR COVENANT. THE PARTIES AGREE THAT, TO THE EXTENT REQUIRED BY APPLICABLE LAW TO BE EFFECTIVE, THE DISCLAIMERS OF REPRESENTATIONS, WARRANTIES AND COVENANTS CONTAINED IN THIS SECTION ARE “CONSPICUOUS” DISCLAIMERS FOR THE PURPOSES OF ANY APPLICABLE LAW, RULE OR ORDERPURCHASED ASSETS.

As Is, Where Is. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT (I) IT IS THE EXPLICIT INTENT OF EACH PARTY THAT THE MEMBERSHIP INTERESTS PROPERTY BEING CONTRIBUTED, CONVEYED, ASSIGNED, TRANSFERREDTRANSFERRED AND DELIVERED BY THE T-MOBILE CONTRIBUTORS, DELIVERED, CONTRIBUTED LEASED BY THE T-MOBILE SPES AND CONVEYED ACCEPTED BY LINN PURSUANT TO THIS AGREEMENT ARE THE TOWER OPERATOR IS BEING SO ASSIGNEDCONTRIBUTED, TRANSFERREDLEASED, DELIVERED, CONTRIBUTED TRANSFERRED AND CONVEYED ACCEPTED “AS IS, WHERE IS,” WITH ALL FAULTS, AND THAT LINN NO T-MOBILE PARTY AND NO T-MOBILE SPE IS MAKING NO REPRESENTATION, ANY REPRESENTATION OR WARRANTY OR COVENANT WHATSOEVER, EXPRESS OR IMPLIED IMPLIED, OTHER THAN THOSE EXPRESSLY GIVEN IN THIS AGREEMENT (INCLUDINGWHICH SHALL SURVIVE ONLY TO THE EXTENT SET FORTH IN SECTION 12.4), WITHOUT LIMITATION: (A) INCLUDING ANY IMPLIED OR EXPRESS WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (B) ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY; OR (C) ANY OTHER IMPLIED WARRANTY OR REPRESENTATION OF ANY NATURE) REGARDING, RELATING TO OTHERWISE WITH RESPECT TO, THE MEMBERSHIP INTERESTS AND HEREBY EXPRESSLY DISCLAIMS AND NEGATES ANY SUCH REPRESENTATION, WARRANTY OR COVENANT. THE PARTIES AGREE THAT, AS TO THE EXTENT REQUIRED BY APPLICABLE LAW VALUE, CONDITION, MERCHANTABILITY OR SUITABILITY AS TO BE EFFECTIVEANY OF THE SITES OR THE TOWERS AND EQUIPMENT LOCATED THEREON (OR THE COLLOCATION AGREEMENTS), AND ANY REPRESENTATION OR WARRANTY AS TO THE DISCLAIMERS ENVIRONMENTAL COMPLIANCE OR CONDITION OF REPRESENTATIONSTHE SITES OR THE INCLUDED PROPERTY AND (II) PURSUANT TO THE MPL AND OTHER COLLATERAL AGREEMENTS, WARRANTIES CROWN AND COVENANTS THE TOWER OPERATOR SHALL ASSUME AND PAY, HONOR AND DISCHARGE WHEN DUE IN ACCORDANCE WITH THEIR TERMS ANY AND ALL POST-CLOSING LIABILITIES. NOTWITHSTANDING ANYTHING CONTAINED IN THIS SECTION ARE “CONSPICUOUS” DISCLAIMERS FOR AGREEMENT TO THE PURPOSES OF CONTRARY, NO REPRESENTATION OR WARRANTY CONTAINED IN THIS AGREEMENT IS INTENDED TO, OR DOES, COVER OR OTHERWISE PERTAIN TO ANY APPLICABLE LAW, RULE EXCLUDED ASSETS OR ORDEREXCLUDED LIABILITIES.

As Is, Where Is. IT IS THE EXPLICIT INTENT OF EACH PARTY THAT THE MEMBERSHIP INTERESTS BEING ASSIGNED, TRANSFERRED, DELIVERED, CONTRIBUTED AND CONVEYED BY LINN PURSUANT TO EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT ARE BEING AND IN THE SCHEDULES AND EXHIBITS ATTACHED HERETO, URBAN ACKNOWLEDGES THAT IF URBAN ACQUIRES THE PROPERTY, IT WILL DO SO ASSIGNEDBASED SOLELY ON ITS OWN EVALUATION OF THE MERITS AND RISKS OF MAKING AN INVESTMENT IN THE PROPERTY, TRANSFERRED, DELIVERED, CONTRIBUTED AND CONVEYED BASED ON URBAN’S OWN DETERMINATION THAT SUCH AN INVESTMENT IS SUITABLE TO URBAN. URBAN SHALL ACQUIRE THE PROPERTY “AS IS, WHERE IS,” WITH SUBJECT TO ALL FAULTSFAULTS AND DEFECTS, WITHOUT ANY OBLIGATION OF PAID TO PERFORM ANY REPAIRS, IMPROVEMENTS, MAINTENANCE OR OTHER WORK TO THE PROPERTY OR ANY PART THEREOF, EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT AND THE SCHEDULES AND EXHIBITS ATTACHED HERETO, AND THAT LINN IS MAKING NO REPRESENTATION, WARRANTY OR COVENANT WHATSOEVERWITHOUT ANY WARRANTIES, EXPRESS OR IMPLIED (IMPLIED, OF ANY KIND FROM PAID EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION: (A) ANY IMPLIED BUT NOT LIMITED TO, WARRANTIES OR EXPRESS WARRANTY REPRESENTATIONS REGARDING THE CONDITION OF THE PROPERTY OR WARRANTIES OF FITNESS, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE; (B) ANY IMPLIED , HABITABILITY OR EXPRESS WARRANTY OF MERCHANTABILITY; OR (C) ANY OTHER IMPLIED WARRANTY OR REPRESENTATION OF ANY NATURE) REGARDINGTENANTABILITY, RELATING TO OTHERWISE WITH RESPECT TO, THE MEMBERSHIP INTERESTS AND HEREBY EXCEPT AS EXPRESSLY DISCLAIMS AND NEGATES ANY SUCH REPRESENTATION, WARRANTY OR COVENANT. THE PARTIES AGREE THAT, TO THE EXTENT REQUIRED BY APPLICABLE LAW TO BE EFFECTIVE, THE DISCLAIMERS OF REPRESENTATIONS, WARRANTIES AND COVENANTS CONTAINED SET FORTH IN THIS SECTION ARE “CONSPICUOUS” DISCLAIMERS FOR THE PURPOSES OF ANY APPLICABLE LAWAGREEMENT. Except for the representations and warranties contained in Sections 5.2.1, RULE OR ORDER5.2.2, 5.2.3, 5.2.4 and 5.2.6, the representations and warranties contained in this Section 5.1 shall not survive Closing.

As Is, Where Is. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT AND THE ANCILLARY AGREEMENTS, INCLUDING THE REPRESENTATIONS AND WARRANTIES IN ARTICLE 5, (A) IT IS THE EXPLICIT INTENT OF EACH PARTY THAT THE MEMBERSHIP INTERESTS PROPERTY BEING CONTRIBUTED, CONVEYED, ASSIGNED, TRANSFERREDTRANSFERRED AND DELIVERED BY THE CUMULUS PARTIES, DELIVERED, CONTRIBUTED LEASED BY THE SALE SITE SUBSIDIARY OR THE SECONDARY SALE SUBSIDIARIES AND CONVEYED ACCEPTED BY LINN PURSUANT TO THIS AGREEMENT ARE THE BUYER PARTIES IS BEING SO ASSIGNEDCONTRIBUTED, TRANSFERREDLEASED, DELIVERED, CONTRIBUTED TRANSFERRED AND CONVEYED ACCEPTED “AS IS, WHERE IS,” WITH ALL FAULTS, AND THAT LINN NO CUMULUS PARTY AND NO SALE SITE SUBSIDIARY IS MAKING NO REPRESENTATION, ANY REPRESENTATION OR WARRANTY OR COVENANT WHATSOEVER, EXPRESS OR IMPLIED IMPLIED, OTHER THAN THOSE EXPRESSLY GIVEN IN THIS AGREEMENT (INCLUDINGWHICH SHALL SURVIVE ONLY TO THE EXTENT SET FORTH IN SECTION 11.4) AND THE ANCILLARY AGREEMENTS, WITHOUT LIMITATION: (A) INCLUDING ANY IMPLIED OR EXPRESS WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (B) ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY; OR (C) ANY OTHER IMPLIED WARRANTY OR REPRESENTATION OF ANY NATURE) REGARDING, RELATING TO OTHERWISE WITH RESPECT TO, THE MEMBERSHIP INTERESTS AND HEREBY EXPRESSLY DISCLAIMS AND NEGATES ANY SUCH REPRESENTATION, WARRANTY OR COVENANT. THE PARTIES AGREE THAT, AS TO THE EXTENT REQUIRED BY APPLICABLE LAW VALUE, CONDITION, MERCHANTABILITY OR SUITABILITY AS TO BE EFFECTIVEANY OF THE SALE SITES OR THE TOWERS AND EQUIPMENT LOCATED THEREON (OR THE COLLOCATION AGREEMENTS), AND ANY REPRESENTATION OR WARRANTY AS TO THE DISCLAIMERS ENVIRONMENTAL COMPLIANCE OR CONDITION OF REPRESENTATIONSTHE SALE SITES OR THE INCLUDED PROPERTY AND (B) PURSUANT TO THIS AGREEMENT AND THE ANCILLARY AGREEMENTS, WARRANTIES BUYER AND COVENANTS THE TOWER OPERATOR SHALL ASSUME AND PAY, HONOR AND DISCHARGE WHEN DUE IN ACCORDANCE WITH THEIR TERMS ANY AND ALL POST-CLOSING LIABILITIES. NOTWITHSTANDING ANYTHING CONTAINED IN THIS AGREEMENT TO THE CONTRARY, NO REPRESENTATION OR WARRANTY CONTAINED IN THIS AGREEMENT (OTHER THAN AS SET FORTH IN SECTION ARE “CONSPICUOUS” DISCLAIMERS FOR THE PURPOSES OF 5.15(c)) IS INTENDED TO, OR DOES, COVER OR OTHERWISE PERTAIN TO ANY APPLICABLE LAW, RULE EXCLUDED ASSETS OR ORDEREXCLUDED LIABILITIES.

As Is, Where Is. EXCEPT AS EXPRESSLY SET FORTH IN THE REPRESENTATIONS AND WARRANTIES OF THE SELLER SET FORTH ARTICLE III (REPRESENTATIONS AND WARRANTIES OF THE SELLER) AND OF THE COMPANY SET FORTH IN THIS ARTICLE IV (REPRESENTATIONS AND WARRANTIES OF THE COMPANY) AND ANY CERTIFICATION DELIVERED BY THE SELLER OR THE COMPANY PURSUANT TO SECTION 7.3 (CONDITIONS TO OBLIGATIONS OF THE BUYER) (COLLECTIVELY, THE “EXPRESS SELLER/COMPANY OBLIGATIONS”), THE BUYER ACKNOWLEDGES AND AGREES THAT IT IS PURCHASING AN INDIRECT INTEREST IN THE EXPLICIT INTENT COMPANY PROPERTIES BASED SOLELY UPON THE BUYER’S INSPECTION AND INVESTIGATION OF EACH PARTY THAT THE MEMBERSHIP INTERESTS BEING ASSIGNEDCOMPANY PROPERTIES AND ALL DOCUMENTS RELATED THERETO, TRANSFERREDOR ITS OPPORTUNITY TO DO SO, DELIVEREDAND THAT, CONTRIBUTED AND CONVEYED BY LINN PURSUANT TO THIS AGREEMENT ARE BEING SO ASSIGNEDEXCEPT FOR THE EXPRESS SELLER/COMPANY OBLIGATIONS, TRANSFERRED, DELIVERED, CONTRIBUTED AND CONVEYED THE BUYER IS ACCEPTING THE COMPANY PROPERTIES IN THEIR “AS IS, ” “WHERE IS,” AND “WITH ALL FAULTS” CONDITION, WITHOUT ANY RIGHT OF SET-OFF OR REDUCTION IN THE PURCHASE PRICE. THE BUYER ACKNOWLEDGES THAT IT HAS HAD ADEQUATE OPPORTUNITY TO INSPECT THE COMPANY PROPERTIES, AND THAT LINN THE BUYER WILL RELY EXCLUSIVELY ON ITS OWN INVESTIGATION OF THE COMPANY PROPERTIES, AND ACCEPTS THE RISK THAT ANY INSPECTION MAY NOT DISCLOSE ALL MATERIAL MATTERS AFFECTING THE COMPANY PROPERTIES. THE BUYER FURTHER AGREES THAT IT IS MAKING NO REPRESENTATIONPURCHASING THE COMPANY PROPERTIES, AND WILL ACCEPT THE COMPANY PROPERTIES, WITHOUT ANY REPRESENTATION OR WARRANTY OR COVENANT WHATSOEVER, EXPRESS, IMPLIED OR OTHERWISE (OTHER THAN THE EXPRESS OR IMPLIED (INCLUDINGSELLER/COMPANY OBLIGATIONS), WITHOUT LIMITATIONINCLUDING AS TO THE: (A) VALUE, NATURE, QUALITY OR PHYSICAL CONDITION OF THE COMPANY PROPERTIES, (B) INCOME DERIVED FROM THE COMPANY PROPERTIES, (C) MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS OF ANY IMPLIED OR EXPRESS WARRANTY OF FITNESS THE COMPANY PROPERTIES FOR A PARTICULAR PURPOSE; , (BD) COMPLIANCE OF OR BY THE COMPANY PROPERTIES OR THEIR OPERATIONS WITH ANY IMPLIED LAWS, INCLUDING ANY OF THE FOREGOING RELATING TO ZONING, LAND USE OR EXPRESS WARRANTY ENVIRONMENTAL REQUIREMENTS, (E) MANNER OR QUALITY OF MERCHANTABILITY; CONSTRUCTION OR MATERIALS INCORPORATED INTO THE COMPANY PROPERTIES, (CF) MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE COMPANY PROPERTIES, (G) ENVIRONMENTAL CONDITION OF THE COMPANY PROPERTIES, (H) ABILITY TO DEVELOP THE COMPANY PROPERTIES OR ANY OTHER IMPLIED WARRANTY OR REPRESENTATION RESTRICTIONS ON DEVELOPMENT, (I) THE SQUARE FOOTAGE OF THE COMPANY PROPERTIES, (J) IMPROVEMENTS AND INFRASTRUCTURE, DEVELOPMENT RIGHTS, EXACTIONS AND EXPENSES ASSOCIATED WITH THE COMPANY PROPERTIES, (K) TAXES INCLUDING THE TERMS OF ANY NATURE) REGARDINGTAX ABATEMENT AGREEMENT, ASSESSMENTS, OR BONDS RELATING TO OTHERWISE WITH RESPECT TOTHE COMPANY PROPERTIES, (L) PERMISSIBLE USES, TITLE EXCEPTIONS, WATER OR WATER RIGHTS, TOPOGRAPHY, UTILITIES, OR ZONING MATTERS RELATING TO THE COMPANY PROPERTIES AND (M) SOIL, SUBSOIL, DRAINAGE, ENVIRONMENTAL OR BUILDING LAWS, RULES OR REGULATIONS. EXCEPT FOR THE EXPRESS SELLER/COMPANY OBLIGATIONS, THE MEMBERSHIP INTERESTS AND BUYER HEREBY EXPRESSLY DISCLAIMS ACKNOWLEDGES THAT NO OTHER SUCH REPRESENTATIONS AND NEGATES ANY SUCH REPRESENTATION, WARRANTY OR COVENANTWARRANTIES HAVE BEEN MADE. THE PARTIES AGREE BUYER FURTHER ACKNOWLEDGES AND AGREES THAT, TO EXCEPT FOR THE EXTENT REQUIRED BY APPLICABLE LAW TO BE EFFECTIVEEXPRESS SELLER/COMPANY OBLIGATIONS, THE DISCLAIMERS COMPANY WILL BE UNDER NO DUTY TO MAKE ANY AFFIRMATIVE DISCLOSURE REGARDING ANY MATTER AND EACH OF REPRESENTATIONSTHE SELLER, WARRANTIES THE COMPANY, AND COVENANTS CONTAINED IN THE COMPANY SUBSIDIARIES WILL HAVE NO OBLIGATION TO MAKE ANY REPAIRS, REPLACEMENTS OR IMPROVEMENTS TO ANY COMPANY PROPERTY. THIS SECTION ARE “CONSPICUOUS” DISCLAIMERS FOR 4.19 (AS-IS; WHERE-IS) WILL SURVIVE THE PURPOSES OF ANY APPLICABLE LAW, RULE OR ORDERCLOSING.

As Is, Where Is. IT EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN SECTION 7.1 OR IN THE SELLER CLOSING DOCUMENTS, (A) THE SALE OF THE PROPERTY HEREUNDER IS THE EXPLICIT INTENT OF EACH PARTY THAT THE MEMBERSHIP INTERESTS BEING ASSIGNED, TRANSFERRED, DELIVERED, CONTRIBUTED AND CONVEYED BY LINN PURSUANT TO THIS AGREEMENT ARE BEING SO ASSIGNED, TRANSFERRED, DELIVERED, CONTRIBUTED AND CONVEYED WILL BE MADE ON AN “AS IS, WHERE IS,” WITH ALL FAULTSBASIS, AND THAT LINN IS MAKING NO REPRESENTATION, WARRANTY OR COVENANT WHATSOEVER, EXPRESS OR IMPLIED (INCLUDING, WITHOUT LIMITATION: (A) ANY IMPLIED OR EXPRESS WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (B) SELLER HAS NOT MADE, DOES NOT MAKE AND SPECIFICALLY NEGATES AND DISCLAIMS ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY; OR (C) ANY OTHER IMPLIED WARRANTY OR REPRESENTATION OF ANY NATURE) REGARDING, RELATING TO OTHERWISE WITH RESPECT TO, THE MEMBERSHIP INTERESTS AND HEREBY EXPRESSLY DISCLAIMS AND NEGATES ANY SUCH REPRESENTATION, WARRANTY OR COVENANT. THE PARTIES AGREE THAT, TO THE EXTENT REQUIRED BY APPLICABLE LAW TO BE EFFECTIVE, THE DISCLAIMERS OF REPRESENTATIONS, WARRANTIES AND COVENANTS CONTAINED IN THIS SECTION ARE “CONSPICUOUS” DISCLAIMERS FOR THE PURPOSES 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 RESPECT TO THE PROPERTY OR ANY OTHER MATTER WHATSOEVER, INCLUDING ANY REPRESENTATION OR WARRANTY CONCERNING TITLE TO THE PROPERTY, THE PHYSICAL CONDITION OF THE PROPERTY (INCLUDING THE CONDITION OF THE SOIL OR THE IMPROVEMENTS), THE ENVIRONMENTAL CONDITION OF THE PROPERTY (INCLUDING THE PRESENCE OR ABSENCE OF HAZARDOUS SUBSTANCES ON OR RESPECTING THE PROPERTY), THE COMPLIANCE OF THE PROPERTY WITH APPLICABLE LAWLAWS AND REGULATIONS (INCLUDING ZONING AND BUILDING CODES OR THE STATUS OF DEVELOPMENT OR USE RIGHTS RESPECTING THE PROPERTY), RULE THE FINANCIAL CONDITION OF THE PROPERTY OR ORDERANY OTHER REPRESENTATION OR WARRANTY RESPECTING ANY INCOME, EXPENSES, CHARGES, LIENS OR ENCUMBRANCES, RIGHTS OR CLAIMS ON, AFFECTING OR PERTAINING TO THE PROPERTY OR ANY PART THEREOF.