Common use of AS-IS Clause in Contracts

AS-IS. Except as otherwise expressly set forth in Seller's Representations: 6.2.1 The Property is expressly purchased and sold "AS IS," "WHERE IS," and "WITH ALL FAULTS." 6.2.2 The Purchase Price and the terms and conditions set forth herein are the result of arm's-length bargaining between entities familiar with transactions of this kind, and said price, terms and conditions reflect the fact that Purchaser shall have the benefit of, but is not relying upon, any information provided by Seller or Broker or statements, representations or warranties, express or implied, made by or enforceable directly against Seller or Broker, including, without limitation, any relating to the value of the Property, the physical or environmental condition of the Property, any state, federal, county or local law, ordinance, order or permit; or the suitability, compliance or lack of compliance of the Property with any regulation, or any other attribute or matter of or relating to the Property (other than any covenants of title contained in the Deed conveying the Property and Seller's Representations). Purchaser agrees that Seller shall not be responsible or liable to Purchaser for any defects, errors or omissions in the Materials, or on account of any conditions affecting the Property. 6.2.3 Purchaser, its successors and assigns, and anyone claiming by, through or under Purchaser, hereby fully releases Seller's Indemnified Parties from, and irrevocably waives its right to maintain, any and all claims and causes of action that it or they may now have or hereafter acquire against Seller's Indemnified Parties with respect to any and all Losses arising from or related to any defects, errors, omissions in the Materials or other conditions affecting the Property. 6.2.4 Purchaser represents and warrants that, as of the date hereof and as of the Closing Date, it has and shall have reviewed and conducted such independent analyses, studies (including, without limitation, environmental studies and analyses concerning the presence of lead, asbestos, water intrusion and/or fungal growth and any resulting damage, PCBs and radon in and about the Property), reports, investigations and inspections as it deems appropriate in connection with the Property. If Seller provides or has provided any documents, summaries, opinions or work product of consultants, surveyors, architects, engineers, title companies, governmental authorities or any other person or entity with respect to the Property, including, without limitation, the offering prepared by Broker, Purchaser and Seller agree that Seller has done so or shall do so only for the convenience of both parties, Purchaser shall not rely thereon and the reliance by Purchaser upon any such documents, summaries, opinions or work product shall not create or give rise to any liability of or against Seller's Indemnified Parties. Purchaser acknowledges and agrees that no representation has been made and no responsibility is assumed by Seller with respect to current and future applicable zoning or building code requirements or the compliance of the Property with any other laws, rules, ordinances or regulations, the financial earning capacity or expense history of the Property, the continuation of contracts, continued occupancy levels of the Property, or any part thereof, or the continued occupancy by tenants of any Leases or, without limiting any of the foregoing, occupancy at Closing. 6.2.5 Prior to Closing, Seller shall have the right, but not the obligation, to enforce its rights against any and all Property occupants, guests or tenants. Purchaser agrees that the departure or removal, prior to Closing, of any of such guests, occupants or tenants shall not be the basis for, nor shall it give rise to, any claim on the part of Purchaser, nor shall it affect the obligations of Purchaser under this Contract in any manner whatsoever; and Purchaser shall close title and accept delivery of the Deed with or without such tenants in possession and without any allowance or reduction in the Purchase Price under this Contract. 6.2.6 Purchaser hereby releases Seller from any and all claims and liabilities relating to the matters set forth in this Section.

AS-IS. Except as otherwise expressly set forth in for Seller's Representations: 6.2.1 The , the Property is expressly purchased and sold "AS IS," "WHERE IS," and "WITH ALL FAULTS." 6.2.2 " The Purchase Price and the terms and conditions set forth herein are the result of arm's-length bargaining between entities familiar with transactions of this kind, and said price, terms and conditions reflect the fact that Purchaser shall have the benefit of, but and, except for Seller’s Representations, is not relying upon, any information provided by Seller or Broker or statements, representations or warranties, express or implied, made by or enforceable directly against Seller or Broker, including, without limitation, any relating to the value of the Property, the physical or environmental condition of the Property, any state, federal, county or local law, ordinance, order or permit; or the suitability, compliance or lack of compliance of the Property with any regulation, or any other attribute or matter of or relating to the Property (other than any covenants of title contained in the Deed conveying the Property and Seller's Representations). Purchaser agrees that Seller shall not be responsible or liable to Purchaser for any defects, errors or omissions in the Materialsomissions, or on account of any conditions affecting the Property. 6.2.3 . Purchaser, its successors and assigns, and anyone claiming by, through or under Purchaser, hereby fully releases Seller's Indemnified Parties from, and irrevocably waives its right to maintain, any and all claims and causes of action that it or they may now have or hereafter acquire against Seller's Indemnified Parties with respect to any and all Losses arising from or related to any defects, errors, omissions in the Materials or other conditions affecting the Property. 6.2.4 Property except, subject to the terms of set forth in Section 6.3 below, for claims or causes of action arising from the fraud or misrepresentation of Seller. Purchaser represents and warrants that, as of the date hereof and as of the Closing Date, it has and shall have reviewed and conducted such independent analyses, studies (including, without limitation, environmental studies and analyses concerning the presence of lead, asbestos, water intrusion and/or fungal growth and any resulting damage, PCBs and radon in and about the Property), reports, investigations and inspections as it deems appropriate in connection with the Property. If Seller provides or has provided any documents, summaries, opinions or work product of consultants, surveyors, architects, engineers, title companies, governmental authorities or any other person or entity with respect to the Property, including, without limitation, the offering prepared by Broker, Purchaser and Seller agree that Seller has done so or shall do so only for the convenience of both parties, subject to Seller’s Representations, Purchaser shall not rely thereon and the reliance by Purchaser upon any such documents, summaries, opinions or work product shall not create or give rise to any liability of or against Seller's Indemnified Parties. Purchaser acknowledges and agrees that that, except for Seller’s Representations, no representation has been made and no responsibility is assumed by Seller with respect to current and future applicable zoning or building code requirements or the compliance of the Property with any other laws, rules, ordinances or regulations, the financial earning capacity or expense history of the Property, the continuation of contracts, continued occupancy levels of the Property, or any part thereof, or the continued occupancy by tenants of any Leases or, without limiting any of the foregoing, occupancy at Closing. 6.2.5 . Prior to Closing, Seller shall have the right, but not the obligation, to enforce its rights against any and all Property occupants, guests or tenants. Purchaser agrees that the departure or removal, prior to Closing, of any of such guests, occupants or tenants shall not be the basis for, nor shall it give rise to, any claim on the part of Purchaser, nor shall it affect the obligations of Purchaser under this Contract in any manner whatsoever; and Purchaser shall close title and accept delivery of the Deed with or without such tenants in possession and without any allowance or reduction in the Purchase Price under this Contract. 6.2.6 . Purchaser hereby releases Seller from any and all claims and liabilities relating to the matters foregoing matters, except, subject to the terms of set forth in this SectionSection 6.3 below, for claims and liabilities arising from or in any way connected with the fraud or misrepresentation of Seller.

AS-IS. Except as otherwise expressly set forth in Seller's Representations:Representations or in any closing documents executed by ▇▇▇▇▇▇ (and subject to the rights and remedies of Purchaser under this Contract in connection therewith): 6.2.1 The Each Property is expressly purchased and sold "“AS IS," "” “WHERE IS," ” and "“WITH ALL FAULTS."” 6.2.2 The Allocated Purchase Price for each Property and the terms and conditions set forth herein are the result of arm's-length bargaining between entities familiar with transactions of this kind, and said price, terms and conditions reflect the fact that Purchaser shall have the benefit of, but is not relying upon, any information provided by Seller Sellers or Broker or statements, representations or warranties, express or implied, made by or enforceable directly against Seller Sellers or Broker, including, without limitation, any relating to the value of the any Property, the physical or environmental condition of the any Property, any state, federal, county or local law, ordinance, order or permit; or the suitability, compliance or lack of compliance of the any Property with any regulation, or any other attribute or matter of or relating to the any Property (other than any covenants of title contained in the Deed conveying the Property and Seller's RepresentationsRepresentations with respect to such Property). Purchaser agrees that Seller shall not be responsible or liable to Purchaser for any defects, errors or omissions in the Materials, or on account of any conditions affecting the Property. 6.2.3 To the fullest extent permitted by law, Purchaser, its successors and assigns, and anyone claiming by, through or under Purchaser, hereby fully releases each of Seller's Indemnified Parties from, and irrevocably waives its right to maintain, any and all claims and causes of action that it or they may now have or hereafter acquire against any of Seller's Indemnified Parties with respect to any and all Losses arising from or related to any defects, errors, omissions in the Materials or other conditions affecting the PropertyProperties. 6.2.4 Purchaser represents and warrants that, as of the date hereof and as of the Closing Date, that it has and shall have reviewed and conducted such independent analyses, studies (including, without limitation, environmental studies and analyses concerning the presence of lead, asbestos, water intrusion and/or fungal growth and any resulting damage, PCBs and radon in and about the PropertyProperties), reports, investigations and inspections as it deems appropriate in connection with the PropertyProperties. If Seller provides Sellers provide or has have provided any documents, summaries, opinions or work product of consultants, surveyors, architects, engineers, title companies, governmental authorities or any other person or entity with respect to the PropertyProperties, including, without limitation, the offering prepared by Broker, Purchaser and Seller Sellers agree that Seller has Sellers have done so or shall do so only for the convenience of both the parties, Purchaser shall not rely thereon and the reliance by Purchaser upon any such documents, summaries, opinions or work product shall not create or give rise to any liability of or against Seller's Indemnified Parties. Purchaser acknowledges and agrees that no representation has been made and no responsibility is assumed by Seller Sellers with respect to current and future applicable zoning or building code requirements or the compliance of the Property Properties with any other laws, rules, ordinances or regulations, the financial earning capacity or expense history of the PropertyProperties, the continuation of contracts, continued occupancy levels of the PropertyProperties, or any part thereof, or the continued occupancy by tenants of any Leases or, without limiting any of the foregoing, occupancy at Closing. 6.2.5 Prior To the fullest extent permitted by law, Purchaser waives its right to Closingrecover from, Seller shall have the right, but not the obligation, to enforce its rights against any and all Property occupants, guests or tenants. Purchaser agrees that the departure or removal, prior to Closing, forever releases and discharges Seller’s Indemnified Parties of any of such guests, occupants or tenants shall not be the basis for, nor shall it give rise to, any claim on the part of Purchaser, nor shall it affect the obligations of Purchaser under this Contract in any manner whatsoever; and Purchaser shall close title and accept delivery of the Deed with or without such tenants in possession and without any allowance or reduction in the Purchase Price under this Contract. 6.2.6 Purchaser hereby releases each Seller from any and all claims Losses that may arise on account of or in any way be connected with each Property, the physical condition thereof, or any Environmental Laws. As used herein “Environmental Laws” means all federal, state and liabilities local laws, ordinances or regulation applicable thereto relating to or regulating human health or safety or environmental conditions, or protection of the environment, or pollution or contamination of the air, soil, surface water or groundwater (including, without limitation, claims under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (42 U.S.C. Section 6901, et seq.), the Resources Conservation and Recovery Act of 1976 (42 U.S.C. Section 6901, et seq.), the Clean Water Act (33 U.S.C. Section 1251, et seq.), the Safe Drinking Water Act (49 U.S.C. Section 1801, et seq.), the Hazardous Transportation Act (42 U.S.C. Section 6901, et seq.), and the Toxic Substance Control Act (15 U.S.C. Section 2601, et seq.). Without limiting the foregoing, Purchaser, upon Closing, shall be deemed to have waived, relinquished and released Sellers and all other Seller’s Indemnified Parties from any and all Losses, matters arising out of latent or patent defects or physical conditions, violations of applicable laws (including, without limitation, any Environmental Laws) and any and all other acts, omissions, events, circumstances or matters affecting each Property. As part of the provisions of this Section 6.2.5, but not as a limitation thereon, Purchaser hereby agrees, represents and warrants that the matters released herein are not limited to matters which are known or disclosed, and Purchaser hereby waives any and all rights and benefits which it now has, or in the future may have conferred upon it regarding the matters set forth in the foregoing sentences of this Sectionparagraph, by virtue of the provisions of Environmental Laws. Purchaser agrees that should any cleanup, remediation or removal of hazardous substances or other environmental conditions on or about the Properties or any portion thereof be required after the date of Closing, such clean-up, removal or remediation shall not be the responsibility of Seller. Nothing in this Section 6.2 shall be intended to prohibit Purchaser from raising a defense to any claims brought by any third-party that it was not the owner of the Properties at the time a violation of applicable law occurred or an environmental condition first came into existence.

AS-IS. Except as otherwise expressly set forth in Seller's ’s Representations: 6.2.1 6.2.1. The Property is expressly purchased and sold "“AS IS," "” “WHERE IS," ” and "“WITH ALL FAULTS."” 6.2.2 6.2.2. The Purchase Price and the terms and conditions set forth herein are the result of arm'sarm’s-length bargaining between entities familiar with transactions of this kind, and said price, terms and conditions reflect the fact that Purchaser shall have the benefit of, but is not relying upon, any information provided by Seller or Broker or statements, representations or warranties, express or implied, made by or enforceable directly against Seller or Broker, including, without limitation, any relating to the value of the Property, the physical or environmental condition of the Property, any state, federal, county or local law, ordinance, order or permit; or the suitability, compliance or lack of compliance of the Property with any regulation, or any other attribute or matter of or relating to the Property (other than any covenants of title contained in the Deed conveying the Property and Seller's ’s Representations). Purchaser agrees that Seller shall not be responsible or liable to Purchaser for any defects, errors or omissions in the Materials, or on account of any conditions affecting the Property. 6.2.3 6.2.3. Purchaser, its successors and assigns, and anyone claiming by, through or under Purchaser, hereby fully releases Seller's ’s Indemnified Parties from, and irrevocably waives its right to maintain, any and all claims and causes of action that it or they may now have or hereafter acquire against Seller's ’s Indemnified Parties with respect to any and all Losses arising from or related to any defects, errors, omissions in the Materials or other conditions affecting the PropertyMaterials. 6.2.4 6.2.4. Purchaser represents and warrants that, as of the date hereof and as of the Closing Date, it has and shall have reviewed and conducted such independent analyses, studies (including, without limitation, environmental studies and analyses concerning the presence of lead, asbestos, water intrusion and/or fungal growth and any resulting damage, PCBs and radon in and about the Property), reports, investigations and inspections as it deems appropriate in connection with the Property. If Seller provides or has provided any documents, summaries, opinions or work product of consultants, surveyors, architects, engineers, title companies, governmental authorities or any other person or entity with respect to the Property, including, without limitation, the offering prepared by Broker, Purchaser and Seller agree that Seller has done so or shall do so only for the convenience of both parties, Purchaser shall not rely thereon and the reliance by Purchaser upon any such documents, summaries, opinions or work product shall not create or give rise to any liability of or against Seller's ’s Indemnified Parties. Purchaser acknowledges and agrees that no representation has been made and no responsibility is assumed by Seller with respect to current and future applicable zoning or building code requirements or the compliance of the Property with any other laws, rules, ordinances or regulations, the financial earning capacity or expense history of the Property, the continuation of contracts, continued occupancy levels of the Property, or any part thereof, or the continued occupancy by tenants of any Leases or, without limiting any of the foregoing, occupancy at Closing. 6.2.5 Prior to Closing, Seller shall have the right, but not the obligation, to enforce its rights against any and all Property occupants, guests or tenants. Purchaser agrees that the departure or removal, prior to Closing, of any of such guests, occupants or tenants shall not be the basis for, nor shall it give rise to, any claim on the part of Purchaser, nor shall it affect the obligations of Purchaser under this Contract in any manner whatsoever; and Purchaser shall close title and accept delivery of the Deed with or without such tenants in possession and without any allowance or reduction in the Purchase Price under this Contract. 6.2.6 Purchaser hereby releases Seller from any and all claims and liabilities relating to the matters set forth in this Section.

AS-IS. Except as otherwise expressly set forth in for Seller's ’s Representations: 6.2.1 The , the Property is expressly purchased and sold "“AS IS," "” “WHERE IS," ” and "“WITH ALL FAULTS." 6.2.2 ” The Purchase Price for the Property and the terms and conditions set forth herein are the result of arm'sarm’s-length bargaining between entities familiar with transactions of this kind, and said price, terms and conditions reflect the fact that Purchaser shall have the benefit of, but and is not relying upon, any information provided by Seller or Broker or statements, representations or warranties, express or implied, made by or enforceable directly against Seller or Broker, including, without limitation, any relating to the value of the Property, the physical or environmental condition of the Property, any state, federal, county or local law, ordinance, order or permit; or the suitability, compliance or lack of compliance of the Property with any regulation, or any other attribute or matter of or relating to the Property (other than any covenants of title contained in the Deed conveying the Property and Seller's Representations’s Representations with respect to the Property). Purchaser agrees that Seller shall not be responsible or liable to Purchaser for any defects, errors or omissions in the Materialsomissions, or on account of any conditions affecting the Property. 6.2.3 . Purchaser, its successors and assigns, and anyone claiming by, through or under Purchaser, hereby fully releases each of Seller's ’s Indemnified Parties from, and irrevocably waives its right to maintain, any and all claims and causes of action that it or they may now have or hereafter acquire against Seller's ’s Indemnified Parties with respect to any and all Losses arising from or related to any defects, errors, omissions in the Materials or other conditions affecting the Property. 6.2.4 . Purchaser represents and warrants that, as of the date hereof and as of the Closing Date, it has and shall have reviewed and conducted such independent analyses, studies (including, without limitation, environmental studies and analyses concerning the presence of lead, asbestos, water intrusion and/or fungal growth and any resulting damage, PCBs and radon in and about the Property), reports, investigations and inspections as it deems appropriate in connection with the Property. If Seller provides provide or has have provided any documents, summaries, opinions or work product of consultants, surveyors, architects, engineers, title companies, governmental authorities or any other person or entity with respect to the Property, including, without limitation, the offering prepared by Broker, Purchaser and Seller agree that Seller has have done so or shall do so only for the convenience of both the parties, Purchaser shall not rely thereon and the reliance by Purchaser upon any such documents, summaries, opinions or work product shall not create or give rise to any liability of or against Seller's ’s Indemnified Parties. Purchaser shall rely only upon any title insurance obtained by Purchaser with respect to title to the Property. Purchaser acknowledges and agrees that no representation has been made and no responsibility is assumed by Seller with respect to current and future applicable zoning or building code requirements or the compliance of the Property with any other laws, rules, ordinances or regulations, the financial earning capacity or expense history of the Property, the continuation of contracts, continued occupancy levels of the Property, or any part thereof, or the continued occupancy by tenants of any Leases or, without limiting any of the foregoing, occupancy at Closing. 6.2.5 . Prior to Closing, Seller shall have the right, but not the obligation, to enforce its rights against any and all of the Property occupants, guests or tenants. Purchaser agrees that the departure or removal, prior to Closing, of any of such guests, occupants or tenants shall not be the basis for, nor shall it give rise to, any claim on the part of Purchaser, nor shall it affect the obligations of Purchaser under this Contract in any manner whatsoever; and Purchaser shall close title and accept delivery of the Deed with or without such tenants in possession and without any allowance or reduction in the Purchase Price under this Contract. 6.2.6 . Purchaser hereby releases Seller from any and all claims and liabilities relating to the matters foregoing matters. The provisions of this Section 6.2 shall survive the Closing and delivery of the Deed to Purchaser. Notwithstanding the foregoing, nothing in this Section 6.2 shall limit or impair Seller’s Representations or Seller’s covenants set forth in this SectionContract.

AS-IS. Except as otherwise expressly set forth in Seller's ’s Representations: 6.2.1 The Property is expressly purchased and sold "“AS IS," "” “WHERE IS," ” and "“WITH ALL FAULTS."” 6.2.2 The Purchase Price and the terms and conditions set forth herein are the result of arm'sarm’s-length bargaining between entities familiar with transactions of this kind, and said price, terms and conditions reflect the fact that Purchaser shall have the benefit of, but is not relying upon, any information provided by Seller or Broker or statements, representations or warranties, express or implied, made by or enforceable directly against Seller or Broker, including, without limitation, any relating to the value of the Property, the physical or environmental condition of the Property, any state, federal, county or local law, ordinance, order or permit; or the suitability, compliance or lack of compliance of the Property with any regulation, or any other attribute or matter of or relating to the Property (other than any covenants of title contained in the Deed conveying the Property and Seller's ’s Representations). Purchaser agrees that Seller shall not be responsible or liable to Purchaser for any defects, errors or omissions in the Materials, or on account of any conditions affecting the Property. 6.2.3 Except for Seller’s fraud or intentional misrepresentation or a breach by Seller of the representations, warranties and covenants contained in this Contract, Purchaser, its successors and assigns, and anyone claiming by, through or under Purchaser, hereby fully releases Seller's ’s Indemnified Parties from, and irrevocably waives its right to maintain, any and all claims and causes of action that it or they may now have or hereafter acquire against Seller's ’s Indemnified Parties with respect to any and all Losses arising from or related to any defects, errors, omissions in the Materials or other conditions affecting the Property. 6.2.4 Purchaser represents and warrants that, as of the date hereof and as of the Closing Date, it has and shall have reviewed and conducted such independent analyses, studies (including, without limitation, environmental studies and analyses concerning the presence of lead, asbestos, water intrusion and/or fungal growth and any resulting damage, PCBs and radon in and about the Property), reports, investigations and inspections as it deems appropriate in connection with the Property. If Seller provides or has provided any documents, summaries, opinions or work product of consultants, surveyors, architects, engineers, title companies, governmental authorities or any other person or entity with respect to the Property, including, without limitation, the offering prepared by Broker, Purchaser and Seller agree that Seller has done so or shall do so only for the convenience of both parties, Purchaser shall not rely thereon and the reliance by Purchaser upon any such documents, summaries, opinions or work product shall not create or give rise to any liability of or against Seller's ’s Indemnified Parties. Purchaser acknowledges and agrees that no representation has been made and no responsibility is assumed by Seller with respect to current and future applicable zoning or building code requirements or the compliance of the Property with any other laws, rules, ordinances or regulations, the financial earning capacity or expense history of the Property, the continuation of contracts, continued occupancy levels of the Property, or any part thereof, or the continued occupancy by tenants of any Leases or, without limiting any of the foregoing, occupancy at Closing. 6.2.5 Prior to Closing, Seller shall have the right, but not the obligation, to enforce its rights against any and all Property occupants, guests or tenants. Purchaser agrees that the departure or removal, prior to Closing, of any of such guests, occupants or tenants shall not be the basis for, nor shall it give rise to, any claim on the part of Purchaser, nor shall it affect the obligations of Purchaser under this Contract in any manner whatsoever; and Purchaser shall close title and accept delivery of the Deed with or without such tenants in possession and without any allowance or reduction in the Purchase Price under this Contract. 6.2.6 Purchaser hereby releases Seller from any and all claims and liabilities relating to the matters set forth in this Section.

AS-IS. Except as otherwise expressly set forth in Seller's Representations: 6.2.1 The Property is expressly purchased and sold "“AS IS," "” “WHERE IS," ” and "“WITH ALL FAULTS."” 6.2.2 The Purchase Price and the terms and conditions set forth herein are the result of arm's-length bargaining between entities familiar with transactions of this kind, and said price, terms and conditions reflect the fact that Purchaser shall have the benefit of, but is not relying upon, any information provided by Seller or Broker or statements, representations or warranties, express or implied, made by or enforceable directly against Seller or Broker, including, without limitation, any relating to the value of the Property, the physical or environmental condition of the Property, any state, federal, county or local law, ordinance, order or permit; or the suitability, compliance or lack of compliance of the Property with any regulation, or any other attribute or matter of or relating to the Property (other than any covenants of title contained in the Deed conveying the Property and Seller's Representations). Purchaser agrees that Seller shall not be responsible or liable to Purchaser for any defects, errors or omissions in the Materials, or on account of any conditions affecting the Property. 6.2.3 Purchaser, its successors and assigns, and anyone claiming by, through or under Purchaser, hereby fully releases Seller's Indemnified Parties from, and irrevocably waives its right to maintain, any and all claims and causes of action that it or they may now have or hereafter acquire against Seller's Indemnified Parties with respect to any and all Losses arising from or related to any defects, errors, omissions in the Materials or other conditions affecting the Property. 6.2.4 Purchaser represents and warrants that, as of the date hereof and that as of the Closing Date, it has and shall have reviewed and conducted such independent analyses, studies (including, without limitation, environmental studies and analyses concerning the presence of lead, asbestos, water intrusion and/or fungal growth and any resulting damage, PCBs and radon in and about the Property), reports, investigations and inspections as it deems appropriate in connection with the Property. If Seller provides or has provided any documents, summaries, opinions or work product of consultants, surveyors, architects, engineers, title companies, governmental authorities or any other person or entity with respect to the Property, including, without limitation, the offering prepared by Broker, Purchaser and Seller agree that Seller has done so or shall do so only for the convenience of both parties, Purchaser shall not rely thereon and the reliance by Purchaser upon any such documents, summaries, opinions or work product shall not create or give rise to any liability of or against Seller's Indemnified Parties. Purchaser acknowledges and agrees that no representation has been made and no responsibility is assumed by Seller with respect to current and future applicable zoning or building code requirements or the compliance of the Property with any other laws, rules, ordinances or regulations, the financial earning capacity or expense history of the Property, the continuation of contracts, continued occupancy levels of the Property, or any part thereof, or the continued occupancy by tenants of any Leases or, without limiting any of the foregoing, occupancy at Closing. 6.2.5 Prior to Closing, Seller shall have the right, but not the obligation, to enforce its rights against any and all Property occupants, guests or tenants. Purchaser agrees that the departure or removal, prior to Closing, of any of such guests, occupants or tenants shall not be the basis for, nor shall it give rise to, any claim on the part of Purchaser, nor shall it affect the obligations of Purchaser under this Contract in any manner whatsoever; and Purchaser shall close title and accept delivery of the Deed with or without such tenants in possession and without any allowance or reduction in the Purchase Price under this Contract. 6.2.6 Purchaser hereby releases Seller from any and all claims and liabilities relating to the matters set forth in this Section.

AS-IS. Except as otherwise expressly set forth in for Seller's ’s Representations: 6.2.1 The , each Property is expressly purchased and sold "“AS IS," "” “WHERE IS," ” and "“WITH ALL FAULTS." 6.2.2 ” The Purchase Price for each Property and the terms and conditions set forth herein are the result of arm'sarm’s-length bargaining between entities familiar with transactions of this kind, and said price, terms and conditions reflect the fact that Purchaser shall have the benefit of, but is not relying upon, any information provided by Seller Sellers or Broker or statements, representations or warranties, express or implied, made by or enforceable directly against Seller Sellers or Broker, including, without limitation, any relating to the value of the any Property, the physical or environmental condition of the any Property, any state, federal, county or local law, ordinance, order or permit; or the suitability, compliance or lack of compliance of the any Property with any regulation, or any other attribute or matter of or relating to the any Property (other than any covenants of title contained in the Deed conveying the a Property and Seller's Representations’s Representations with respect to such Property). Purchaser agrees that Seller Sellers shall not be responsible or liable to Purchaser for any defects, errors or omissions in the Materialsomissions, or on account of any conditions affecting the Property. 6.2.3 Properties. Purchaser, its successors and assigns, and anyone claiming by, through or under Purchaser, hereby fully releases each of Seller's ’s Indemnified Parties from, and irrevocably waives its right to maintain, any and all claims and causes of action that it or they may now have or hereafter acquire against any of Seller's ’s Indemnified Parties with respect to any and all Losses arising from or related to any defects, errors, omissions in the Materials or other conditions affecting the Property. 6.2.4 Properties. Purchaser represents and warrants that, as of the date hereof and as of the Closing Date, it has and shall have reviewed and conducted such independent analyses, studies (including, without limitation, environmental studies and analyses concerning the presence of lead, asbestos, water intrusion and/or fungal growth and any resulting damage, PCBs and radon in and about the PropertyProperties), reports, investigations and inspections as it deems appropriate in connection with the PropertyProperties. If Seller provides Sellers provide or has have provided any documents, summaries, opinions or work product of consultants, surveyors, architects, engineers, title companies, governmental authorities or any other person or entity with respect to the PropertyProperties, including, without limitation, the offering prepared by Broker, Purchaser and Seller Sellers agree that Seller has Sellers have done so or shall do so only for the convenience of both the parties, Purchaser shall not rely thereon and the reliance by Purchaser upon any such documents, summaries, opinions or work product shall not create or give rise to any liability of or against any of Seller's ’s Indemnified Parties. Purchaser acknowledges and agrees that no representation has been made and no responsibility is assumed by Seller Sellers with respect to current and future applicable zoning or building code requirements or the compliance of the Property Properties with any other laws, rules, ordinances or regulations, the financial earning capacity or expense history of the PropertyProperties, the continuation of contracts, continued occupancy levels of the PropertyProperties, or any part thereof, or the continued occupancy by tenants of any Leases or, without limiting any of the foregoing, occupancy at Closing. 6.2.5 . Prior to Closing, each Seller shall have the right, but not the obligation, to enforce its rights against any and all of its Property occupants, guests or tenants. Purchaser agrees that the departure or removal, prior to Closing, of any of such guests, occupants or tenants shall not be the basis for, nor shall it give rise to, any claim on the part of Purchaser, nor shall it affect the obligations of Purchaser under this Contract in any manner whatsoever; and Purchaser shall close title and accept delivery of the applicable Deed with or without such tenants in possession and without any allowance or reduction in the applicable Purchase Price under this Contract. 6.2.6 . Purchaser hereby releases Seller Sellers from any and all claims and liabilities relating to the matters set forth in this Sectionforegoing matters.

AS-IS. Except as otherwise expressly set forth in Seller's Representations: 6.2.1 The Property is expressly purchased and sold "AS IS," "WHERE IS," and "WITH ALL FAULTS." 6.2.2 The Purchase Price and the terms and conditions set forth herein are the result of arm's-length bargaining between entities familiar with transactions of this kind, and said price, terms and conditions reflect the fact that Purchaser shall have the benefit of, but is not relying upon, any information provided by Seller or Broker or statements, representations or warranties, express or implied, made by or enforceable directly against Seller or Broker, including, without limitation, any relating to the value of the Property, the physical or environmental condition of the Property, any state, federal, county or local law, ordinance, order or permit; or the suitability, compliance or lack of compliance of the Property with any regulation, or any other attribute or matter of or relating to the Property (other than any covenants of title contained in the Deed conveying the Property and Seller's Representations). Purchaser agrees that Seller shall not be responsible or liable to Purchaser for any defects, errors or omissions in the Materials, or on account of any conditions affecting the Property. 6.2.3 Purchaser, its successors and assigns, and anyone claiming by, through or under Purchaser, hereby fully releases Seller's Indemnified Parties from, and irrevocably waives its right to maintain, any and all claims and causes of action that it or they may now have or hereafter acquire against Seller's Indemnified Parties with respect to any and all Losses arising from or related to any defects, errors, omissions in the Materials or other conditions affecting the Property. 6.2.4 Purchaser represents and warrants that, as of the date hereof and as of the Closing Date, it has and shall have reviewed and conducted such independent analyses, studies (including, without limitation, environmental studies and analyses concerning the presence of lead, asbestos, water intrusion and/or fungal growth and any resulting damage, PCBs and radon in and about the Property), reports, investigations and inspections as it deems appropriate in connection with the Property. If Seller provides or has provided any documents, summaries, opinions or work product of consultants, surveyors, architects, engineers, title companies, governmental authorities or any other person or entity with respect to the Property, including, without limitation, the offering prepared by Broker, Purchaser and Seller agree that Seller has done so or shall do so only for the convenience of both parties, Purchaser shall not rely thereon and the reliance by Purchaser upon any such documents, summaries, opinions or work product shall not create or give rise to any liability of or against Seller's Indemnified Parties. Purchaser acknowledges and agrees that no representation has been made and no responsibility is assumed by Seller with respect to current and future applicable zoning or building code requirements or the compliance of the Property with any other laws, rules, ordinances or regulations, the financial earning capacity or expense history of the Property, the continuation of contracts, continued occupancy levels of the Property, or any part thereof, or the continued occupancy by tenants of any Leases or, without limiting any of the foregoing, occupancy at Closing. 6.2.5 Prior to Closing, Seller shall have the right, but not the obligation, to enforce its rights against any and all Property occupants, guests or tenants. Purchaser agrees that the departure or removal, prior to Closing, of any of such guests, occupants or tenants shall not be the basis for, nor shall it give rise to, any claim on the part of Purchaser, nor shall it affect the obligations of Purchaser under this Contract in any manner whatsoever; and Purchaser shall close title and accept delivery of the Deed with or without such tenants in possession and without any allowance or reduction in the Purchase Price under this Contract. 6.2.6 Except for Seller's fraud, Purchaser hereby releases Seller from any and all claims and liabilities relating to the matters set forth in this Section.

AS-IS. 5.1 Purchaser is purchasing the Property in its now existing condition (subject to normal wear and tear and loss or damage by fire, other casualty and condemnation [to the extent provided herein], between the date hereof and the Closing) “AS IS, WHERE IS, AND WITH ALL FAULTS” with respect to all facts, circumstances, conditions and defects, and Seller has no obligation to determine or correct any such facts, circumstances, conditions or defects or to compensate Purchaser for same. Seller has specifically bargained for the assumption by Purchaser of all responsibility to investigate the Property, Laws and Regulations, the state of title and all covenants, restrictions, rights, easements and other agreements with respect thereto, facts that would be shown by an accurate current survey or physical inspection of the Property, compliance with Environmental Laws (as defined in Section 5.3 hereof), the environmental condition of the Property, including the presence of Hazardous Materials (as defined in Section 5.3 hereof), and violations of any of the foregoing, and of all risk of adverse conditions and has structured the Purchase Price and other terms of this Agreement in consideration thereof. Purchaser hereby covenants and represents that upon the expiration of the Diligence Period, Purchaser shall have either (i) terminated this Agreement by notice to Seller pursuant to Section 5.8 hereof, or (ii) undertaken and completed all such investigations of the Property, Laws and Regulations, the state of title and all covenants, restrictions, rights, easements and other agreements with respect thereto, facts that would be shown by an accurate current survey or physical inspection of the Property, compliance with Environmental Laws, the environmental condition of the Property, including the presence of Hazardous Materials, and violations of any of the foregoing as Purchaser shall have deemed necessary or appropriate under the circumstances as to the status thereof and based upon same, Purchaser is and will be relying strictly and solely upon such inspections and examinations and the advice and counsel of its own consultants, agents, legal counsel and officers and Purchaser is and will be fully satisfied that the Purchase Price is fair and adequate consideration for the Property. Except as is otherwise expressly set forth in Seller's Representations: 6.2.1 The Property is expressly purchased and sold "AS IS," "WHERE IS," and "WITH ALL FAULTS." 6.2.2 The Purchase Price this Agreement to the contrary, Seller agrees to cause the Building to be maintained between the date hereof and the terms Closing in at least as good a condition as it was in as of the date hereof, normal wear and conditions set forth herein are tear and loss or damage by fire, other casualty and condemnation (to the result extent provided herein) excepted. 5.2 Seller hereby disclaims all warranties of arm's-length bargaining between entities familiar with transactions any kind or nature whatsoever (including warranties of this kindhabitability and fitness for particular purposes), and said price, terms and conditions reflect the fact that Purchaser shall have the benefit of, but is not relying upon, any information provided by Seller or Broker or statements, representations or warranties, express whether expressed or implied, made by or enforceable directly against Seller or Broker, including, without limitation, any relating warranties with respect to the value Property. Purchaser acknowledges that it is not relying upon any representation of any kind or nature made by Seller, or of any broker, or any of their respective direct or indirect members, partners, shareholders, officers, directors, employees or agents (collectively, the “Seller Related Parties”) with respect to the Property, and that, in fact, no such representations were made except as may be otherwise expressly set forth in this Agreement. 5.3 Seller makes no warranty with respect to: (i) the physical or environmental condition of the Property, any state, federal, county or local law, ordinance, order or permit; or the suitability, compliance or lack of compliance of the Property with any regulation, or any other attribute or matter of or relating to the Property (other than any covenants of title contained in the Deed conveying the Property and Seller's Representations). Purchaser agrees that Seller shall not be responsible or liable to Purchaser for any defects, errors or omissions in the Materials, or on account of any conditions affecting the Property. 6.2.3 Purchaser, its successors and assigns, and anyone claiming by, through or under Purchaser, hereby fully releases Seller's Indemnified Parties from, and irrevocably waives its right to maintain, any and all claims and causes of action that it or they may now have or hereafter acquire against Seller's Indemnified Parties with respect to any and all Losses arising from or related to any defects, errors, omissions in the Materials or other conditions affecting the Property. 6.2.4 Purchaser represents and warrants that, as of the date hereof and as of the Closing Date, it has and shall have reviewed and conducted such independent analyses, studies (including, without limitation, environmental studies and analyses concerning the presence of lead, asbestos, water intrusion and/or fungal growth and any resulting damage, PCBs and radon in and about the Property), reports, investigations and inspections as it deems appropriate in connection with the Property. If Seller provides or has provided any documents, summaries, opinions or work product of consultants, surveyors, architects, engineers, title companies, governmental authorities or any other person or entity with respect to the Property, including, without limitation, the offering prepared by Brokerpresence of Hazardous Materials in the Building, Purchaser or on, at, above or beneath the Property (or any parcel or land in proximity thereto); or (ii) compliance with or violations of any Environmental Laws. The term “Hazardous Materials” shall mean (a) those substances included within the definitions of any one or more of the terms “hazardous materials”, “hazardous wastes”, “hazardous substances”, “industrial wastes”, and Seller agree that Seller has done so “toxic pollutants”, as such terms are defined under the Environmental Laws, or shall do so only for the convenience any of both partiesthem, Purchaser shall not rely thereon (b) petroleum and the reliance by Purchaser upon petroleum products, including, without limitation, crude oil and any such documentsfractions thereof, summaries(c) natural gas, opinions synthetic gas and any mixtures thereof, (d) asbestos, whether friable or work product shall not create non-friable, (e) polychlorinated biphenyl (“PCBs”) or give rise to PCB containing materials or fluids, (f) radon, (g) any liability of other hazardous or against Seller's Indemnified Parties. Purchaser acknowledges radioactive substance, material, pollutant, contaminant or waste, and agrees that no representation has been made and no responsibility is assumed by Seller (h) any other substance with respect to current which any Environmental Law (as hereinafter defined) or governmental or quasi-governmental authority requires environmental investigation, monitoring or remediation. The term “Environmental Laws” shall mean all federal, state and future applicable zoning or building code requirements or the compliance of the Property with any other local laws, rulesstatutes, ordinances ordinances, regulations and common law, now or regulationshereafter in effect, including, without limitation, the financial earning capacity or expense history Comprehensive Environmental Response, Compensation and Liability Act of the Property1980, as amended (42 U.S.C. §§ 9601 et seq.), the continuation of contractsHazardous Material Transportation Act, continued occupancy levels of as amended (49 U.S.C. §§ 1801 et seq.), the PropertyFederal Insecticide, Fungicide, and Rodenticide Act, as amended (7 U.S.C. §§ 136 et seq.), the Resource Conservation and Recovery Act, as amended (42 U.S. §§ 6901 et seq.), the Toxic Substance Control Act, as amended (15 U.S.C. §§ 2601 et seq.), the Clean Air Act, as amended (42 U.S.C. §§ 7401 et seq.), the Federal Water Pollution Control Act, as amended (33 U.S.C. §§ 1251 et seq.), the Occupational Safety and Health Act, as amended (29 U.S.C. §§ 651 et seq.), the Safe Drinking Water Act, as amended (42 U.S.C. §§ 300f et seq.), and the regulations promulgated thereunder, in each case as amended or any part thereofsupplemented from time to time, or the continued occupancy by tenants of any Leases orincluding, without limiting any of the foregoinglimitation, occupancy at Closing. 6.2.5 Prior to Closingall applicable judicial or administrative orders, Seller shall have the right, but not the obligation, to enforce its rights against any applicable consent decrees and all Property occupants, guests or tenants. Purchaser agrees that the departure or removal, prior to Closing, of any of such guests, occupants or tenants shall not be the basis for, nor shall it give rise to, any claim on the part of Purchaser, nor shall it affect the obligations of Purchaser under this Contract in any manner whatsoever; and Purchaser shall close title and accept delivery of the Deed with or without such tenants in possession and without any allowance or reduction in the Purchase Price under this Contract. 6.2.6 Purchaser hereby releases Seller from any and all claims and liabilities binding judgments relating to the matters set forth in this Sectionregulation and protection of human health, safety, the environment and natural resources (including, without limitation, ambient air, surface, water, groundwater, wetlands, land surface or subsurface strata, wildlife, aquatic species and vegetation).

AS-IS. Except As a material inducement to the execution and delivery of this Lease by Landlord and the performance by Landlord of its duties and obligations hereunder, Tenant does hereby acknowledge, represent, warrant and agree, to and with the Landlord, that, except as otherwise expressly set forth in Seller's Representations: 6.2.1 The Property this Lease: (i) Tenant is expressly purchased leasing the Total Site in an "AS-IS" condition as of the Due Diligence Date with respect to any facts, circumstances, conditions and sold "AS IS," "WHERE IS," defects; (ii) Landlord has no obligation to repair or correct any such facts, circumstances, conditions or defects or compensate Tenant for same; (iii) by the Due Diligence Date, Tenant shall have undertaken all such inspections and "WITH ALL FAULTS." 6.2.2 The Purchase Price examinations of the Total Site as Tenant deems necessary or appropriate under the circumstances, and that based upon same, Tenant is and will be relying strictly and solely upon such inspections and examinations and the terms advice and conditions counsel of its agents and officers, and Tenant is and will be fully satisfied that the “Rent” (i.e., the base rent described in Section 3.1 below together with all sums payable, or expenses incurable, by Tenant under this Lease) is fair and adequate consideration for the lease of the Total Site; (iv) except as expressly set forth herein are below in this Lease and for the result limited duration thereof, Landlord is not making and has not made any warranty or representation with respect to all or any part of arm's-length bargaining between entities familiar with transactions of this kind, and said price, terms and conditions reflect the fact that Purchaser shall have the benefit ofTotal Site (including, but is not relying uponlimited to, any information provided matters contained in documents made available or delivered to Tenant in connection with this Lease) as an inducement to Tenant to enter into this Lease or for any other purpose; and (v) by Seller reason of all of the foregoing, except as expressly set forth in this Lease, Tenant shall assume the full risk of any loss or Broker damage occasioned by any fact, circumstance, condition or statements, representations or warranties, express or implied, made by or enforceable directly against Seller or Broker, including, without limitation, any relating defect pertaining to the value of the Property, the physical or environmental condition of the PropertyTotal Site, any state, federal, county or local law, ordinance, order or permit; or including without limitation the suitability, compliance or lack of compliance of the Property with any regulation, or any other attribute or matter of or relating to the Property (other than any covenants of title contained in the Deed conveying the Property and Seller's Representations). Purchaser agrees that Seller shall not be responsible or liable to Purchaser for any defects, errors or omissions in the Materials, or on account presence of any conditions affecting asbestos containing material, hazardous toxic or radioactive waste, substance or materials in, on, under or about the Property. 6.2.3 PurchaserTotal Site, and, except as expressly set forth below in this Lease, Tenant hereby expressly and unconditionally waives and releases Landlord and all of its successors parents, subsidiaries, affiliates and assignspartnerships, and anyone claiming byits and their respective officers, through or under Purchaserdirectors, hereby fully releases Seller's Indemnified Parties fromshareholders, partners, agents and employees, and irrevocably waives its right to maintaintheir respective successors, heirs and assigns and each of them (individually and collectively, the "Released Parties") from any and all claims and causes of action that it or they may now have or hereafter acquire Claims against Seller's Indemnified Landlord and/or the Released Parties with respect to the condition of the Total Site, including without limitation any rights of Tenant under the State or Federal Comprehensive Environmental Response, Compensation and all Losses arising from or related to any defects, errors, omissions in the Materials or other conditions affecting the Property. 6.2.4 Purchaser represents and warrants thatLiability Act, as of the date hereof and as of the Closing Dateamended from time to time, it has and shall have reviewed and conducted such independent analyses, studies (including, without limitation, environmental studies and analyses concerning the presence of lead, asbestos, water intrusion and/or fungal growth and any resulting damage, PCBs and radon in and about the Property), reports, investigations and inspections as it deems appropriate in connection with the Propertyor similar laws. If Seller provides or has provided any documents, summaries, opinions or work product of consultants, surveyors, architects, engineers, title companies, governmental authorities or any other person or entity with respect to the Property, including, without limitation, the offering prepared by Broker, Purchaser and Seller agree that Seller has done so or shall do so only for the convenience of both parties, Purchaser shall not rely thereon and the reliance by Purchaser upon any such documents, summaries, opinions or work product shall not create or give rise to any liability of or against Seller's Indemnified Parties. Purchaser Tenant acknowledges and agrees that no representation has been made and no responsibility is assumed by Seller with respect to current and future applicable zoning or building code requirements or the compliance of the Property with any other lawsthat, rules, ordinances or regulations, the financial earning capacity or expense history of the Property, the continuation of contracts, continued occupancy levels of the Property, or any part thereof, or the continued occupancy by tenants of any Leases or, without limiting any of the foregoing, occupancy at Closing. 6.2.5 Prior to Closing, Seller shall have the right, but not the obligation, to enforce its rights against any and all Property occupants, guests or tenants. Purchaser agrees that the departure or removal, prior to Closing, of any of such guests, occupants or tenants shall not be the basis for, nor shall it give rise to, any claim on the part of Purchaser, nor shall it affect the obligations of Purchaser under this Contract in any manner whatsoever; and Purchaser shall close title and accept delivery of the Deed with or without such tenants in possession and without any allowance or reduction in the Purchase Price under this Contract. 6.2.6 Purchaser hereby releases Seller from any and all claims and liabilities relating to the matters except as expressly set forth in this SectionLease, the foregoing waiver and release includes all Claims of Tenant against Landlord pertaining to the condition of the Total Site, whether heretofore or now existing or hereafter arising, or which could, might, or may be claimed to exist, of whatever kind or acquisition of the Agency Property, Landlord shall pay to Tenant a sum equal to one-half (1/2) of the positive difference between the FMV and actual, total acquisition cost of Agency Property.

AS-IS. Except as otherwise expressly set forth in for Seller's Representations: 6.2.1 The , each Property is expressly purchased and sold "AS IS," "WHERE IS," and "WITH ALL FAULTS." 6.2.2 " The Purchase Price for each Property and the terms and conditions set forth herein are the result of arm's-length bargaining between entities familiar with transactions of this kind, and said price, terms and conditions reflect the fact that Purchaser shall have the benefit of, but and is not relying upon, any information provided by Seller Sellers or Broker or statements, representations or warranties, express or implied, made by or enforceable directly against Seller Sellers or Broker, including, without limitation, any relating to the value of the any Property, the physical or environmental condition of the any Property, any state, federal, county or local law, ordinance, order or permit; or the suitability, compliance or lack of compliance of the any Property with any regulation, or any other attribute or matter of or relating to the any Property (other than any covenants of title contained in the Deed conveying the a Property and Seller's RepresentationsRepresentations with respect to such Property). Purchaser agrees that Seller Sellers shall not be responsible or liable to Purchaser for any defects, errors or omissions in the Materialsomissions, or on account of any conditions affecting the Property. 6.2.3 Properties. Purchaser, its successors and assigns, and anyone claiming by, through or under Purchaser, hereby fully releases each of Seller's Indemnified Parties from, and irrevocably waives its right to maintain, any and all claims and causes of action that it or they may now have or hereafter acquire against any of Seller's Indemnified Parties with respect to any and all Losses arising from or related to any defects, errors, omissions in the Materials or other conditions affecting the Property. 6.2.4 Properties. Purchaser represents and warrants that, as of the date hereof and as of the Closing Date, it has and shall have reviewed and conducted such independent analyses, studies (including, without limitation, environmental studies and analyses concerning the presence of lead, asbestos, water intrusion and/or fungal growth and any resulting damage, PCBs and radon in and about the PropertyProperties), reports, investigations and inspections as it deems appropriate in connection with the PropertyProperties. If Seller provides Sellers provide or has have provided any documents, summaries, opinions or work product of consultants, surveyors, architects, engineers, title companies, governmental authorities or any other person or entity with respect to the PropertyProperties, including, without limitation, the offering prepared by Broker, Purchaser and Seller Sellers agree that Seller has Sellers have done so or shall do so only for the convenience of both the parties, Purchaser shall not rely thereon and the reliance by Purchaser upon any such documents, summaries, opinions or work product shall not create or give rise to any liability of or against any of Seller's Indemnified Parties. Purchaser acknowledges and agrees that no representation has been made and no responsibility is assumed by Seller Sellers with respect to current and future applicable zoning or building code requirements or the compliance of the Property Properties with any other laws, rules, ordinances or regulations, the financial earning capacity or expense history of the PropertyProperties, the continuation of contracts, continued occupancy levels of the PropertyProperties, or any part thereof, or the continued occupancy by tenants of any Leases or, without limiting any of the foregoing, occupancy at Closing. 6.2.5 . Prior to Closing, each Seller shall have the right, but not the obligation, to enforce its rights against any and all of its Property occupants, guests or tenants. Purchaser agrees that the departure or removal, prior to Closing, of any of such guests, occupants or tenants shall not be the basis for, nor shall it give rise to, any claim on the part of Purchaser, nor shall it affect the obligations of Purchaser under this Contract in any manner whatsoever; and Purchaser shall close title and accept delivery of the applicable Deed with or without such tenants in possession and without any allowance or reduction in the applicable Purchase Price under this Contract. 6.2.6 . Purchaser hereby releases Seller Sellers from any and all claims and liabilities relating to the matters set forth in this Sectionforegoing matters.

AS-IS. Except as otherwise expressly set forth provided for in Seller's Representations: 6.2.1 The this Agreement or any other document executed by Seller and delivered at Closing, the Property is expressly purchased and sold "“AS IS," "” “WHERE IS," ” and "“WITH ALL FAULTS." 6.2.2 ” The Purchase Price and the terms and conditions set forth herein are the result of arm'sarm’s-length bargaining between entities familiar with transactions of this kind, and said pricethe Purchase Price, terms and conditions reflect the fact that Purchaser shall have the benefit of, but and is not relying upon, any information provided by Seller or Broker or statements, representations or warranties, express or implied, made by or enforceable directly against Seller or BrokerSeller, including, without limitation, any relating to the value of the Property, the physical or environmental condition of the Property, any state, federal, county or local law, ordinance, order or permit; or the suitability, compliance or lack of compliance of the Property with any regulation, or any other attribute or matter of or relating to the Property (Property. Except as otherwise provided for in this Agreement or any other than any covenants of title contained in the Deed conveying the Property document executed by Seller and Seller's Representations). delivered at Closing, Purchaser agrees that Seller shall not be responsible or liable to Purchaser for any defects, errors or omissions in the Materialsomissions, or on account of any conditions affecting the Property. 6.2.3 . Except as otherwise provided for in this Agreement or any other document executed by Seller and delivered at Closing, Purchaser, its successors and assigns, and anyone claiming by, through or under Purchaser, hereby fully releases Seller's ’s Indemnified Parties from, and irrevocably waives its right to maintain, any and all claims and causes of action that it or they may now have or hereafter acquire against Seller's ’s Indemnified Parties with respect to any and all Losses arising from or related to any defects, errors, omissions in the Materials or other conditions affecting the Property. 6.2.4 . Purchaser represents and warrants that, as of the date hereof and as of the Closing Date, it has and shall have reviewed and conducted such independent analyses, studies (including, without limitation, environmental studies and analyses concerning the presence of lead, asbestos, water intrusion and/or fungal growth and any resulting damage, PCBs and radon in and about the Property), reports, investigations and inspections as it deems appropriate in connection with the Property. If Seller provides or has provided any documents, summaries, opinions or work product of consultants, surveyors, architects, engineers, title companies, governmental authorities or any other person or entity with respect to the Property, including, without limitation, the offering prepared by Broker, Purchaser and Seller agree that Seller has done so or shall do so only for the convenience of both parties, Purchaser shall not rely thereon and the reliance by Purchaser upon any such documents, summaries, opinions or work product shall not create or give rise to any liability of or against Seller's ’s Indemnified PartiesParties except in the event of fraud or intentional misrepresentation. Except as otherwise provided for in this Agreement or any other document executed by Seller and delivered at Closing, Purchaser shall rely only upon any title insurance obtained by Purchaser with respect to title to the Property. Except as otherwise provided for in this Agreement or any other document executed by Seller and delivered at Closing, Purchaser acknowledges and agrees that no representation has been made and no responsibility is assumed by Seller with respect to current and future applicable zoning or building code requirements or the compliance of the Property with any other laws, rules, ordinances or regulations, the financial earning capacity or expense history of the Property, the continuation of contracts, continued occupancy levels of the Property, or any part thereof, or the continued occupancy by tenants Tenants of any Leases or, without limiting any of the foregoing, occupancy at Closing. 6.2.5 . Prior to Closing, Seller shall have the right, but not the obligation, to enforce its rights against any and all Property occupants, guests or tenantsTenants. Purchaser agrees that the departure or removal, prior to Closing, of any of such guests, occupants or tenants Tenants shall not be the basis for, nor shall it give rise to, any claim on the part of Purchaser, nor shall it affect the obligations of Purchaser under this Contract Agreement in any manner whatsoever; and Purchaser shall close title and accept delivery of the Deed with or without such tenants Tenants in possession and without any allowance or reduction in the Purchase Price under this Contract. 6.2.6 Agreement. Purchaser hereby releases Seller Seller’s Indemnified Parties from any and all claims and liabilities relating to the matters set forth in foregoing matters. Each of Seller’s Indemnified Parties shall be third-party beneficiaries of this SectionSection 6.2. The provisions of this Section 6.2 shall survive the Closing and delivery of the Deed to Purchaser.

AS-IS. Except as otherwise expressly set forth in for Seller's Representations: 6.2.1 The , each Property is expressly purchased and sold "AS IS," "WHERE IS," and "WITH ALL FAULTS." 6.2.2 " The Purchase Price for each Property and the terms and conditions set forth herein are the result of arm's-length bargaining between entities familiar with transactions of this kind, and said price, terms and conditions reflect the fact that Purchaser shall have the benefit of, but and is not relying upon, any information provided by Seller Sellers or Broker any broker or statements, representations or warranties, express or implied, made by or enforceable directly against Seller Sellers or Brokerany broker, including, without limitation, any relating to the value of the any Property, the physical or environmental condition of the any Property, any state, federal, county or local law, ordinance, order or permit; or the suitability, compliance or lack of compliance of the any Property with any regulation, or any other attribute or matter of or relating to the any Property (other than any covenants of title contained in the Deed conveying the a Property and Seller's RepresentationsRepresentations with respect to such Property). Purchaser agrees that Seller Sellers shall not be responsible or liable to Purchaser for any defects, errors or omissions in the Materialsomissions, or on account of any conditions affecting the Property. 6.2.3 Properties. Purchaser, its successors and assigns, and anyone claiming by, through or under Purchaser, hereby fully releases each of Seller's Indemnified Parties from, and irrevocably waives its right to maintain, any and all claims and causes of action that it or they may now have or hereafter acquire against any Seller's Indemnified Parties with respect to any and all Losses arising from or related to any defects, errors, omissions in the Materials or other conditions affecting the Property. 6.2.4 Properties. Purchaser represents and warrants that, as of the date hereof and as of the Closing Date, it has and shall have reviewed and conducted such independent analyses, studies (including, without limitation, environmental studies and analyses concerning the presence of lead, asbestos, water intrusion and/or fungal growth and any resulting damage, PCBs and radon in and about the PropertyProperties), reports, investigations and inspections as it deems appropriate in connection with the PropertyProperties. If Seller provides Sellers provide or has have provided any documents, summaries, opinions or work product of consultants, surveyors, architects, engineers, title companies, governmental authorities or any other person or entity with respect to the PropertyProperties, including, without limitation, the offering prepared by Brokerany broker, Purchaser and Seller Sellers agree that Seller has Sellers have done so or shall do so only for the convenience of both the parties, Purchaser shall not rely thereon and the reliance by Purchaser upon any such documents, summaries, opinions or work product shall not create or give rise to any liability of or against any Seller's Indemnified Parties. Purchaser acknowledges and agrees that no representation has been made and no responsibility is assumed by Seller Sellers with respect to current and future applicable zoning or building code requirements or requirements with respect to condominium conversion or the compliance of the Property Properties with any other laws, rules, ordinances or regulations, or the compliance by the "declarant" under any conditions, covenants or restrictions affecting the Properties, the financial earning capacity or expense history of the PropertyProperties, the continuation of contracts, continued occupancy levels of the PropertyProperties, or any part thereof, or the continued occupancy by tenants of any Leases or, without limiting any of the foregoing, occupancy at Closing. 6.2.5 . Sellers make no representations or warranty with respect to any homeowners associations which may be referenced with respect to any of the Properties. Prior to Closing, each Seller shall have the right, but not the obligation, to enforce its rights against any and all of its Property occupants, guests or tenants. Purchaser agrees that the departure or removal, prior to Closing, of any of such guests, occupants or tenants shall not be the basis for, nor shall it give rise to, any claim on the part of Purchaser, nor shall it affect the obligations of Purchaser under this Contract in any manner whatsoever; and Purchaser shall close title and accept delivery of the Deed Deeds with or without such tenants in possession and without any allowance or reduction in the applicable Purchase Price under this Contract. 6.2.6 . Except for environmental claims or actions brought by unrelated, non-governmental third-parties relating to the events occurring before Closing, Purchaser hereby releases Seller Sellers from any and all claims and liabilities relating to the matters set forth in foregoing matters. The provisions of this SectionSection 6.2 shall survive the Closing and delivery of the Deeds to Purchaser.

AS-IS. Except as otherwise expressly set forth in for Seller's ’s Representations: 6.2.1 The , the Property is expressly purchased and sold "“AS IS," "” “WHERE IS," ” and "“WITH ALL FAULTS." 6.2.2 ” The Purchase Price and the terms and conditions set forth herein are the result of arm'sarm’s-length bargaining between entities familiar with transactions of this kind, and said price, terms and conditions reflect the fact that Purchaser shall have the benefit of, but and is not relying upon, any information provided by Seller or Broker or statements, representations or warranties, express or implied, made by or enforceable directly against Seller or BrokerBroker other than the Seller’s Representations, including, without limitation, any relating to the value of the Property, the physical or environmental condition of the Property, any state, federal, county or local law, ordinance, order or permit; or the suitability, compliance or lack of compliance of the Property with any regulation, or any other attribute or matter of or relating to the Property (other than any covenants of title contained in the Deed conveying the Property and Seller's ’s Representations). Purchaser agrees that Seller shall not be responsible or liable to Purchaser for any defects, errors or omissions in the Materialsomissions, or on account of any conditions affecting the Property. 6.2.3 . Purchaser, its successors and assigns, and anyone claiming by, through or under Purchaser, hereby fully releases Seller's ’s Indemnified Parties from, and irrevocably waives its right to maintain, any and all claims and causes of action that it or they may now have or hereafter acquire against Seller's ’s Indemnified Parties with respect to any and all Losses arising from or related to any defects, errors, omissions in the Materials or other conditions affecting the Property. 6.2.4 . Purchaser represents and warrants that, as of the date hereof and as of the Closing Date, it has and shall have reviewed and conducted such independent analyses, studies (including, without limitation, environmental studies and analyses concerning the presence of lead, asbestos, water intrusion and/or fungal growth and any resulting damage, PCBs and radon in and about the Property), reports, investigations and inspections as it deems appropriate in connection with the Property. If Seller provides or has provided any documents, summaries, opinions or work product of consultants, surveyors, architects, engineers, title companies, governmental authorities or any other person or entity with respect to the Property, including, without limitation, the offering prepared by Broker, Purchaser and Seller agree that Seller has done so or shall do so only for the convenience of both parties, Purchaser shall not rely thereon and the reliance by Purchaser upon any such documents, summaries, opinions or work product shall not create or give rise to any liability of or against Seller's ’s Indemnified Parties. Except as expressly provided in the Seller’s Representations, Purchaser acknowledges and agrees that no representation has been made and no responsibility is assumed by Seller with respect to current and future applicable zoning or building code requirements or the compliance of the Property with any other laws, rules, ordinances or regulations, the financial earning capacity or expense history of the Property, the continuation of contracts, continued occupancy levels of the Property, or any part thereof, or the continued occupancy by tenants of any Leases or, without limiting any of the foregoing, occupancy at Closing. 6.2.5 . Prior to Closing, Seller shall have the right, but not the obligation, to enforce its rights against any and all Property occupants, guests or tenants. Purchaser agrees that the departure or removal, prior to Closing, of any of such guests, occupants or tenants shall not be the basis for, nor shall it give rise to, any claim on the part of Purchaser, nor shall it affect the obligations of Purchaser under this Contract in any manner whatsoever; and Purchaser shall close title and accept delivery of the Deed with or without such tenants in possession and without any allowance or reduction in the Purchase Price under this Contract. 6.2.6 . Purchaser hereby releases Seller from any and all claims and liabilities relating to the matters set forth in this Sectionforegoing matters.

AS-IS. Except In addition to the covenants contained elsewhere in this Agreement, it is hereby covenanted and agreed as otherwise expressly set forth in Seller's Representationsfollows: 6.2.1 The Property is expressly purchased and sold "AS IS," "WHERE IS," and "WITH ALL FAULTS." 6.2.2 The Purchase Price (a) Buyer represents that, as of the date hereof, it has inspected the Property, the uses thereof and the terms fixtures, equipment and conditions set forth herein are personal property, if any, included in this sale to its satisfaction, that it has independently investigated, analyzed and appraised the result value and profitability thereof, that it has reviewed and/or, if requested, received copies of arm's-length bargaining between entities familiar with transactions of this kindand has reviewed the leases, service contracts, and said price, terms and conditions reflect all other documents and/or state of facts affecting the fact that Purchaser shall have the benefit of, but is not relying upon, any information provided by Seller or Broker or statements, representations or warranties, express or implied, made by or enforceable directly against Seller or BrokerProperty which Buyer deems relevant, including, without limitation, any relating documents referred to the value of the Property, the physical or environmental condition of the Property, any state, federal, county or local law, ordinance, order or permit; or the suitability, compliance or lack of compliance of the Property with any regulation, or any other attribute or matter of or relating to the Property (other than any covenants of title contained in the Deed conveying the Property and Seller's Representations). Purchaser agrees that Seller shall not be responsible or liable to Purchaser for any defects, errors or omissions in the Materials, or on account of any conditions affecting the Property. 6.2.3 Purchaser, its successors and assigns, and anyone claiming by, through or under Purchaser, hereby fully releases Seller's Indemnified Parties from, and irrevocably waives its right to maintain, any and all claims and causes of action that it or they may now have or hereafter acquire against Seller's Indemnified Parties with respect to any and all Losses arising from or related to any defects, errors, omissions in the Materials or other conditions affecting the Property. 6.2.4 Purchaser represents and warrants that, as of the date hereof and as of the Closing Date, it has and shall have reviewed and conducted such independent analyses, studies (including, without limitation, environmental studies and analyses concerning the presence of lead, asbestos, water intrusion and/or fungal growth and any resulting damage, PCBs and radon in and about the Property), reports, investigations and inspections as it deems appropriate in connection with the Property. If Seller provides or has provided any documents, summaries, opinions or work product of consultants, surveyors, architects, engineers, title companies, governmental authorities or any other person or entity herein with respect to the Property, that it is thoroughly acquainted with all of the foregoing and that it agrees to take title to the Property in "as is" condition on the date hereof, reasonable wear and tear between the date hereof and the Closing Date excepted. Buyer expressly acknowledges that, except as expressly provided herein, Seller has not made any representations or warranties and has held out no inducements to Buyer to execute this Agreement. Without limiting the generality of the foregoing, except as expressly provided herein, Buyer has not relied on any representations or warranties, and Seller has not made any representations or warranties, in either case express or implied as to any thing or matter relating to the Property or otherwise, including, without limitation, the offering prepared by Broker, Purchaser and Seller agree that Seller has done so or shall do so only for the convenience of both parties, Purchaser shall not rely thereon and the reliance by Purchaser upon any such documents, summaries, opinions or work product shall not create or give rise to any liability of or against Seller's Indemnified Parties. Purchaser acknowledges and agrees that no representation has been made and no responsibility is assumed by Seller with respect to (a) the current or future real estate tax liability, assessment or valuation of the Property; (b) the potential qualification of the Property for any and future applicable zoning all benefits conferred by federal, state or building code requirements municipal laws, whether for subsidies, special real estate tax treatment, insurance, financing, or any other benefits, whether similar or dissimilar to those enumerated; (c) the compliance of the Property, in its current or any future state with applicable zoning ordinances and the ability to obtain a variance in respect to the Property and possible non-compliance with said zoning ordinances; (d) the availability of any other lawsfinancing for the purchase, rulesalteration, ordinances rehabilitation or regulations, the financial earning capacity or expense history operation of the PropertyProperty from any source, including but not limited to state, city or federal governments or any institutional lenders; (e) the continuation of contracts, continued occupancy levels current or future use of the Property (f) the present and future condition and operating state of any and all machinery or equipment on the Property and the present or future structural and physical condition of the buildings or their suitability for rehabilitation or renovation; (g) the ownership or state of title of any personal property on the Property; (h) the presence or absence of any rules or notices of violations of law issued by any governmental authority, including, without limitation, building codes, fire codes and environmental laws; (i) the presence or absence of any part thereof, pending or threatened action instituted by a tenant or occupant; (j) the status of any tenancies or occupancies at the Property and/or the prospect of continued occupancy by such tenants or occupants; and (k) the presence or absence of any Leases orlead based paint, without limiting asbestos or any of other substance deemed hazardous under any federal, state or municipal laws on, under or about the foregoing, occupancy at ClosingProperty. 6.2.5 Prior to Closing(b) IN ADDITION, Seller shall have the rightBUYER ACKNOWLEDGES RECEIPT OF COPIES OF THOSE CERTAIN ENVIRONMENTAL SURVEY REPORTS DATED RESPECTIVELY (A) MARCH, but not the obligation1993, to enforce its rights against any and all Property occupantsCALLED PHASE I ENVIRONMENTAL SITE ASSESSMENT BY SHB - AGRA, guests or tenantsINC., (B) OCTOBER 6, 1993 PREPARED BY ▇▇▇ ▇. Purchaser agrees that the departure or removal▇▇▇▇▇▇▇ AND ASSOCIATES, prior to ClosingAND (C) OCTOBER, of any of such guests, occupants or tenants shall not be the basis for, nor shall it give rise to, any claim on the part of Purchaser, nor shall it affect the obligations of Purchaser under this Contract in any manner whatsoever; and Purchaser shall close title and accept delivery of the Deed with or without such tenants in possession and without any allowance or reduction in the Purchase Price under this Contract1996 PREPARED BY ▇▇▇ ▇. ▇▇▇▇▇▇▇ & ASSOCIATES. 6.2.6 Purchaser hereby releases Seller from any and all claims and liabilities relating to the matters set forth in this Section.

AS-IS. Except as otherwise expressly set forth in Seller's ’s Representations: 6.2.1 : The Property is expressly purchased and sold "“AS IS," "” “WHERE IS," ” and "“WITH ALL FAULTS."” 6.2.2 6.2.1 The Purchase Price and the terms and conditions set forth herein are the result of arm'sarm’s-length bargaining between entities familiar with transactions of this kind, and said price, terms and conditions reflect the fact that Purchaser shall have the benefit of, but is not relying upon, any information provided by Seller or Broker or statements, representations or warranties, express or implied, made by or enforceable directly against Seller or Broker, including, without limitation, any relating to the value of the Property, the physical or environmental condition of the Property, any state, federal, county or local law, ordinance, order or permit; or the suitability, compliance or lack of compliance of the Property with any regulation, or any other attribute or matter of or relating to the Property (other than any covenants of title contained in the Deed conveying the Property and Seller's ’s Representations). Purchaser agrees that Seller shall not be responsible or liable to Purchaser for any defects, errors or omissions in the Materials, or on account of any conditions affecting the Property. 6.2.3 6.2.2 Purchaser, its successors and assigns, and anyone claiming by, through or under Purchaser, hereby fully releases Seller's ’s Indemnified Parties from, and irrevocably waives its right to maintain, any and all claims and causes of action that it or they may now have or hereafter acquire against Seller's ’s Indemnified Parties with respect to any and all Losses arising from or related to any defects, errors, omissions in the Materials or other conditions affecting the Property. 6.2.4 6.2.3 Purchaser represents and warrants that, as of the date hereof and as of the Closing Date, it has and or shall have reviewed and conducted such independent analyses, studies (including, without limitation, environmental studies and analyses concerning the presence of lead, asbestos, water intrusion and/or fungal growth and any resulting damage, PCBs and radon in and about the Property), reports, investigations and inspections as if and to the extent it deems appropriate in connection with the Property. If Seller provides or has provided any documents, summaries, opinions or work product of consultants, surveyors, architects, engineers, title companies, governmental authorities or any other person or entity with respect to the Property, including, without limitation, the offering prepared by Broker, Purchaser and Seller agree that Seller has done so or shall do so only for the convenience of both parties, Purchaser shall not rely thereon and the reliance by Purchaser upon any such documents, summaries, opinions or work product shall not create or give rise to any liability of or against Seller's ’s Indemnified Parties. Purchaser acknowledges and agrees that no representation has been made and no responsibility is assumed by Seller with respect to current and future applicable zoning or building code requirements or the compliance of the Property with any other laws, rules, ordinances or regulations, the financial earning capacity or expense history of the Property, the continuation of contracts, continued occupancy levels of the Property, or any part thereof, or the continued occupancy by tenants of any Leases or, without limiting any of the foregoing, occupancy at Closing. 6.2.5 6.2.4 Prior to Closing, Seller Seller, at its sole cost and expense, shall have the right, but not the obligation, to enforce its rights against any and all Property occupants, guests or tenants. Purchaser agrees that the departure or removal, prior to Closing, of any of such guests, occupants or tenants shall not be the basis for, nor shall it give rise to, any claim on the part of Purchaser, nor shall it affect the obligations of Purchaser under this Contract in any manner whatsoever; and Purchaser shall close title and accept delivery of the Deed with or without such tenants in possession and without any allowance or reduction in the Purchase Price under this Contract. 6.2.6 6.2.5 Purchaser hereby releases Seller from any and all claims and liabilities relating to the matters set forth in this Section.

AS-IS. Except as otherwise expressly set forth in Seller's Representations: 6.2.1 The Property is expressly purchased and sold "AS IS," "WHERE IS," and "WITH ALL FAULTS." 6.2.2 The Purchase Price and the terms and conditions set forth herein are the result of arm's-length bargaining between entities familiar with transactions of this kind, and said price, terms and conditions reflect the fact that Purchaser shall have the benefit of, but is not relying upon, any information provided by Seller or Broker or statements, representations or warranties, express or implied, made by or enforceable directly against Seller or Broker, including, without limitation, any relating to the value of the Property, the physical or environmental condition of the Property, any state, federal, county or local law, ordinance, order or permit; or the suitability, compliance or lack of compliance of the Property with any regulation, or any other attribute or matter of or relating to the Property (other than any covenants of title contained in the Deed conveying the Property and Seller's Representations). Purchaser agrees that Seller shall not be responsible or liable to Purchaser for any defects, errors or omissions in the Materials, or on account of any conditions affecting the Property. 6.2.3 Purchaser, its successors and assigns, and anyone claiming by, through or under Purchaser, hereby fully releases Seller's Indemnified Parties from, and irrevocably waives its right to maintain, any and all claims and causes of action that it or they may now have or hereafter acquire against Seller's Indemnified Parties with respect to any and all Losses arising from or related to any defects, errors, omissions in the Materials or other conditions affecting the Property, excluding any claims based on breach of Seller’s Representations (subject to the terms of Section 6.3 of this Contract). 6.2.4 Purchaser represents and warrants that, as of the date hereof and as of the Closing Date, it has and shall have reviewed and conducted such independent analyses, studies (including, without limitation, environmental studies and analyses concerning the presence of lead, asbestos, water intrusion and/or fungal growth and any resulting damage, PCBs and radon in and about the Property), reports, investigations and inspections as it deems appropriate in connection with the Property. If Seller provides or has provided any documents, summaries, opinions or work product of consultants, surveyors, architects, engineers, title companies, governmental authorities or any other person or entity with respect to the Property, including, without limitation, the offering prepared by Broker, Purchaser and Seller agree that Seller has done so or shall do so only for the convenience of both parties, Purchaser shall not rely thereon and the reliance by Purchaser upon any such documents, summaries, opinions or work product shall not create or give rise to any liability of or against Seller's Indemnified Parties. Purchaser acknowledges and agrees that no representation has been made and no responsibility is assumed by Seller with respect to current and future applicable zoning or building code requirements or the compliance of the Property with any other laws, rules, ordinances or regulations, the financial earning capacity or expense history of the Property, the continuation of contracts, continued occupancy levels of the Property, or any part thereof, or the continued occupancy by tenants of any Leases or, without limiting any of the foregoing, occupancy at Closing. 6.2.5 Prior to Closing, Seller shall have the right, but not the obligation, to enforce its rights against any and all Property occupants, guests or tenants. Purchaser agrees that the departure or removal, prior to Closing, of any of such guests, occupants or tenants shall not be the basis for, nor shall it give rise to, any claim on the part of Purchaser, nor shall it affect the obligations of Purchaser under this Contract in any manner whatsoever; and Purchaser shall close title and accept delivery of the Deed with or without such tenants in possession and without any allowance or reduction in the Purchase Price under this Contract. 6.2.6 Purchaser hereby releases Seller from any and all claims and liabilities relating to the matters set forth in this Section.