Common use of AS-IS Clause in Contracts

AS-IS. Purchaser acknowledges and agrees that it will be purchasing the Property and the Personal Property based solely upon its inspections and investigations of the Property and the Personal Property, and that except as otherwise specifically set forth in this Agreement, Purchaser will be purchasing the Property and the Personal Property "AS IS" and "WITH ALL FAULTS", based upon the condition of the Property and the Personal Property as of the date of this Agreement, wear and tear and loss by fire or other casualty or condemnation excepted. Without limiting the foregoing, Purchaser acknowledges that, except as may otherwise be specifically set forth elsewhere in this Agreement, neither Seller nor its consultants, brokers or agents have made any representations or warranties of any kind upon which Purchaser is relying as to any matters concerning the Property or the Personal Property, including, but not limited to, the Land or the Improvements, the existence or non-existence of Hazardous Materials (as hereinafter defined), economic projections or market studies concerning the Property, any development rights, taxes, bonds, covenants, conditions and restrictions affecting the Property, water or water rights, topography, drainage, soil, subsoil of the Property, the utilities serving the Property or any zoning or building laws, rules or regulations or "Environmental Laws" (hereinafter defined) affecting the Property. Except as specifically set forth herein, Seller makes no representation or warranty that the Property complies with Title III of the Americans with Disabilities Act or any fire code or building code. Purchaser hereby releases Seller and the Affiliates of Seller from any and all liability in connection with any claims which Purchaser may have against Seller or the Affiliates of Seller relating directly or indirectly to the existence of asbestos or Hazardous Materials on, or environmental conditions of, the Property, whether known or unknown; provided, however, that Purchaser may assert claims for contribution or cost recovery against Seller or the Affiliates of Seller, relating directly or indirectly to the existence of asbestos or Hazardous Materials on, or environmental conditions of, the Property, whether known or unknown, only in the event that Purchaser is sued by

AS-IS. Except for Seller's Representations and any covenants of Sellers set forth in this Contract which by their terms survive Closing and any representations, warranties and covenants of Sellers in the Closing Documents (collectively, “Seller’s Representations and Covenants”): 6.2.1 Each Property is expressly purchased and sold “AS IS,” “WHERE IS,” and “WITH ALL FAULTS.” 51592-00139/5756406.16 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 is not relying upon, any information provided by Sellers or Broker or statements, representations or warranties, express or implied, made by or enforceable directly against Sellers or Broker, including, without limitation, any relating to the value of any Property, the physical or environmental condition of any Property, any state, federal, county or local law, ordinance, order or permit; or the suitability, compliance or lack of compliance of any Property with any regulation, or any other attribute or matter of or relating to any Property (other than Seller's Representations and Covenants with respect to such Property). 6.2.3 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 Properties; provided that, the foregoing release and waiver are not intended to, and shall not apply to, (a) any claims or causes of action arising from any breach of Seller’s Representations and Covenants, (b) any claims or causes of action by a third party against Purchaser for breach of contract, breach of lease, personal injury, death or damage to property based on events that occurred prior to the Closing and that were not caused by or at the direction of Purchaser, and (c) any fraud of any Seller (collectively, the “Non-Released / Waived Claims”). 6.2.4 Purchaser represents and warrants 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 Properties), reports, investigations and inspections as it deems appropriate in connection with the Properties. If Sellers provide or 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 Properties, including, without limitation, the offering prepared by B▇▇▇▇▇, then, other than Seller’s Representations and Covenants, Purchaser and Sellers agree that Sellers have done so or shall do so only for the convenience of 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, other than Seller’s Representations and Covenants, no representation has been made and no responsibility is assumed by Sellers with respect to current and future applicable zoning or building code requirements or the compliance of the Properties with any other laws, rules, ordinances or regulations, the financial earning capacity or expense history of the Properties, the continuation of contracts, continued occupancy levels of the Properties, 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 Purchaser waives its right to recover from, and forever releases and discharges Seller’s Indemnified Parties of each Seller from any and all demands, claims (including, without limitation, causes of action in tort), legal or administrative proceedings, losses, liabilities, damages, penalties, fines, liens, judgments, costs or expenses whatsoever (including, without 51592-00139/5756406.16 limitation, attorneys’ fees and costs), whether direct or indirect, known or unknown, foreseen or unforeseen (collectively, “Claims”), that it will may arise on account of or in any way be purchasing connected with each Property, the Property physical condition thereof, or any law or regulation applicable thereto (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 Personal Property based solely upon its inspections and investigations of the Property and the Personal PropertyToxic Substance Control Act (15 U.S.C. Section 2601, and that except as otherwise specifically set forth in this Agreement, Purchaser will be purchasing the Property and the Personal Property "AS IS" and "WITH ALL FAULTS", based upon the condition of the Property and the Personal Property as of the date of this Agreement, wear and tear and loss by fire or other casualty or condemnation exceptedet seq.). Without limiting the foregoing, Purchaser acknowledges thatPurchaser, except as may otherwise upon Closing, shall be specifically set forth elsewhere in this Agreementdeemed to have waived, neither Seller nor its consultants, brokers or agents have made any representations or warranties of any kind upon which Purchaser is relying as to any matters concerning the Property or the Personal Property, including, but not limited to, the Land or the Improvements, the existence or non-existence of Hazardous Materials (as hereinafter defined), economic projections or market studies concerning the Property, any development rights, taxes, bonds, covenants, conditions relinquished and restrictions affecting the Property, water or water rights, topography, drainage, soil, subsoil of the Property, the utilities serving the Property or any zoning or building laws, rules or regulations or "Environmental Laws" (hereinafter defined) affecting the Property. Except as specifically set forth herein, Seller makes no representation or warranty that the Property complies with Title III of the Americans with Disabilities Act or any fire code or building code. Purchaser hereby releases Seller released Sellers and the Affiliates of Seller all other Seller’s Indemnified Parties from any and all liability Claims, 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 connection with any claims which Purchaser the future may have conferred upon it regarding the matters set forth in the foregoing sentences of this paragraph, by virtue of the provisions of federal, state or local law, rules and regulations. 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, Purchaser shall not bring a claim against Seller with respect to such clean-up, removal or the Affiliates of Seller relating directly or indirectly remediation; provided that, notwithstanding anything to the existence contrary set forth in this Section 6.2.5, nothing set forth in this Section 6.2.5 is intended to, nor shall, waive or release any Non-Released / Waived Claims. 6.2.6 The provisions of asbestos or Hazardous Materials on, or environmental conditions of, the Property, whether known or unknown; provided, however, that Purchaser may assert claims for contribution or cost recovery against Seller or the Affiliates this Section 6.2 shall survive Closing and delivery of Seller, relating directly or indirectly each Deed to the existence of asbestos or Hazardous Materials on, or environmental conditions of, the Property, whether known or unknown, only in the event that Purchaser is sued byPurchaser.

AS-IS. Purchaser Buyer acknowledges, represents and warrants that prior to Close of Escrow, Buyer will have had the opportunity to thoroughly inspect the Property and to investigate all aspects of the Property. Notwithstanding anything to the contrary contained in this Agreement, Buyer further acknowledges and agrees that it will be Buyer is purchasing the Property subject to all governmental regulations and the Personal Property based solely upon its inspections Lease. Buyer further acknowledges and investigations of the Property and the Personal Property, and agrees that except as otherwise specifically set forth in this Agreement, Purchaser will be purchasing the Property for any representations and the Personal Property "AS IS" and "WITH ALL FAULTS", based upon the condition of the Property and the Personal Property as of the date of this Agreement, wear and tear and loss warranties expressly made by fire or other casualty or condemnation excepted. Without limiting the foregoing, Purchaser acknowledges that, except as may otherwise be specifically set forth elsewhere Seller in this Agreement, neither Seller nor its consultantsany of Seller’s employees, brokers agents or agents representatives have made any representations or warranties by or on behalf of Seller of any kind upon which Purchaser is relying whatsoever, whether oral or written, express or implied, statutory or otherwise, as to any matters concerning the Property or the Personal Property, including, but not limited to, the Land or the Improvements, the existence or non-existence of Hazardous Materials (as hereinafter defined), economic projections or market studies concerning the Property, any development rights, taxes, bonds, covenants, conditions and restrictions affecting the Property, water or water rights, topography, drainage, soil, subsoil condition of the Property, the utilities serving size of the Real Property, the size of the Improvements (including without limitation, any discrepancies in the actual rentable square footage of any leased premises within the Improvements), the present use of the Property or any zoning or building laws, rules or regulations or "Environmental Laws" (hereinafter defined) affecting the suitability of Buyer’s intended use of the Property. Except as specifically set forth hereinBuyer hereby acknowledges, Seller makes no representation or warranty agrees and represents that the Property complies with Title III is to be purchased, conveyed and accepted by Buyer in its present condition, “AS IS”, “WHERE IS” AND WITH ALL FAULTS, and that no patent or latent defect or deficiency in the condition of the Americans with Disabilities Act Property whether or not known or discovered, shall affect the rights of either Seller or Buyer hereunder nor shall the Purchase Price be reduced as a consequence thereof. Except for any fire code or building code. Purchaser hereby releases representations and warranties expressly made by Seller and the Affiliates of Seller from in this Agreement, any and all liability in connection with any claims which Purchaser may have against Seller information and documents furnished to Buyer by or the Affiliates on behalf of Seller relating directly or indirectly to the existence of asbestos or Hazardous Materials on, or environmental conditions of, the Property, whether known or unknown; providedincluding, however, that Purchaser may assert claims for contribution or cost recovery against Seller or the Affiliates of Seller, relating directly or indirectly to the existence of asbestos or Hazardous Materials on, or environmental conditions ofwithout limitation, the PropertyProperty Documents, whether known shall be deemed furnished as a courtesy to Buyer but without warranty of any kind from or unknown, only in on behalf of Seller regarding the event content thereof except as expressly provided herein. Buyer hereby represents and warrants to Seller that Purchaser is sued byBuyer will have an opportunity to perform an independent inspection and investigation of the Property and also will have an opportunity to investigate and has knowledge of operative or proposed governmental

AS-IS. Without in any manner limiting Seller's representations and warranties expressly set forth in Section 7.1 of this Agreement, Purchaser acknowledges and agrees that it will be is purchasing the Property and the Personal Property based solely upon its inspections Purchaser's inspection and investigations investigation of the Property and the Personal Propertyall documents related thereto, or its opportunity to do so, and Purchaser is purchasing the Property in an "AS IS, WHERE IS" condition, without relying upon any representations or warranties, express, implied or statutory, of any kind. Without limiting the above, Purchaser acknowledges that neither Seller, except as otherwise specifically expressly set forth in this Agreement, Purchaser will be purchasing including without limitation Section 7.1, nor the Property and the Personal Property "AS IS" and "WITH ALL FAULTS"City, based upon the condition of the Property and the Personal Property as of the date of this Agreementnor any other party, wear and tear and loss by fire or other casualty or condemnation excepted. Without limiting the foregoing, Purchaser acknowledges that, except as may otherwise be specifically set forth elsewhere in this Agreement, neither Seller nor its consultants, brokers or agents have has made any representations or warranties of any kind upon warranties, express or implied, on which Purchaser is relying as to any matters matters, directly or indirectly, concerning the Property or the Personal Property, including, but not limited to, the Land or the Improvementsland, the existence or non-existence square footage of Hazardous Materials (as hereinafter defined), economic projections or market studies concerning the Property, any improvements and infrastructure, if any, development rightsrights and exactions, expenses associated with the Property, taxes, assessments, bonds, covenantspermissible uses, conditions and restrictions affecting the Propertytitle exceptions, water or water rights, topography, drainageutilities, soil, subsoil zoning of the Property, soil, subsoil, the utilities serving purposes for which the Property or any zoning is to be used, drainage, environmental or building laws, rules or regulations regulations, toxic waste or "Environmental Laws" (hereinafter defined) Hazardous Materials or any other matters affecting or relating to the Property. Except as specifically Purchaser hereby expressly acknowledges that no such representations have been made. Without in any manner limiting any of Seller's representations, warranties, covenants and obligations expressly set forth hereinin this Agreement, the Grant Deed, or any of the documents delivered by Seller makes no representation or warranty that pursuant to Section 10.2 below, closing of the purchase of the Property complies with Title III of the Americans with Disabilities Act or any fire code or building code. by Purchaser hereby releases Seller and the Affiliates of Seller from any and all liability in connection with any claims which Purchaser may have against Seller or the Affiliates of Seller relating directly or indirectly to the existence of asbestos or Hazardous Materials on, or environmental conditions of, the Property, whether known or unknown; provided, however, that Purchaser may assert claims for contribution or cost recovery against Seller or the Affiliates of Seller, relating directly or indirectly to the existence of asbestos or Hazardous Materials on, or environmental conditions of, the Property, whether known or unknown, only in the event that Purchaser is sued byhereunder shall be conclusive evidence that

AS-IS. Except for Seller’s Representations (as defined in Section 11 hereof) and Seller’s performance of its obligations under this Contract, Purchaser acknowledges and agrees that it will be is purchasing the Property based on its own inspection and the Personal Property based solely upon its inspections and investigations of the Property and the Personal Propertyexamination thereof, and that except as otherwise specifically set forth Seller shall sell and convey to Purchaser and Purchaser shall accept the property on an “AS IS, WHERE IS, WITH ALL FAULTS, LIABILITIES, AND DEFECTS, LATENT OR OTHERWISE, KNOWN OR UNKNOWN” basis in this Agreement, Purchaser will be purchasing the Property and the Personal Property an "AS IS" physical condition and in an "WITH ALL FAULTS"AS IS" state of repair (subject to the Finished Lot Improvements obligation set forth in Section 5(b) hereof). Except as expressly contained in this Contract, based upon the condition special warranty deed to be delivered at each Closing and Seller’s Representations, to the extent not prohibited by law the Purchaser hereby waives, and Seller disclaims all warranties of any type or kind whatsoever with respect to the Property Property, whether express or implied, direct or indirect, oral or written, including, by way of description, but not limitation, those of habitability, fitness for a particular purpose, and the Personal Property as of the date of this Agreement, wear and tear and loss by fire or other casualty or condemnation excepteduse. Without limiting the generality of the foregoing, Purchaser expressly acknowledges that, except as may otherwise be specifically set forth elsewhere provided in this AgreementContract, neither the Seller’s Representations, the special warranty deed to be delivered at each Closing, Seller nor its consultantsmakes no representations or warranties concerning, brokers or agents have made and hereby expressly disclaims any representations or warranties of any kind upon which Purchaser is relying as to any matters concerning the Property following: (i) The value, nature, quality or the Personal Property, including, but not limited to, the Land or the Improvements, the existence or non-existence of Hazardous Materials (as hereinafter defined), economic projections or market studies concerning the Property, any development rights, taxes, bonds, covenants, conditions and restrictions affecting the Property, water or water rights, topography, drainage, soil, subsoil condition of the Property; (ii) Any restrictions related to development of the Property; (iii) The applicability of any governmental requirements; (iv) The suitability of the Property for any purpose whatsoever; (v) The presence in, on, under or about the utilities serving Property of any Hazardous Material or any other condition of the Property which is actionable under any Environmental Law (as such terms are defined in this Section 10; (vi) Compliance of the Property or any zoning or building operation thereon with the laws, rules or rules, regulations or "Environmental Laws" ordinances of any applicable governmental body; or (hereinafter definedvii) affecting The presence or absence of, or the potential adverse health, economic or other effects arising from, any magnetic, electrical or electromagnetic fields or other conditions caused by or emanating from any power lines, telephone lines, cables or other facilities, or any related devices or appurtenances, upon or in the vicinity of the Property. Except as specifically set forth hereinEXCEPT FOR REPRESENTATIONS, Seller makes no representation or warranty that the Property complies with Title III of the Americans with Disabilities Act or any fire code or building code. Purchaser hereby releases Seller and the Affiliates of Seller from any and all liability in connection with any claims which Purchaser may have against Seller or the Affiliates of Seller relating directly or indirectly to the existence of asbestos or Hazardous Materials onWARRANTIES AND COVENANTS OF SELLER AS ARE EXPRESSLY SET FORTH IN THIS CONTRACT OR OTHERWISE PROVIDED IN THIS CONTRACT, or environmental conditions ofINCLUDING, the PropertyWITHOUT LIMITATION, whether known or unknown; providedTHE OBLIGATIONS OF SELLER UNDER THE LOT DEVELOPMENT AGREEMENT AND THE OFFSITE INFRASTRUCTURE AGREEMENT, howeverAND AND/OR EXPRESSLY SET FORTH IN THE CLOSING DOCUMENTS, that Purchaser may assert claims for contribution or cost recovery against Seller or the Affiliates of SellerSELLER SHALL NOT BE LIABLE TO PURCHASER FOR ANY CONSTRUCTION DEFECT, relating directly or indirectly to the existence of asbestos or Hazardous Materials onERRORS, or environmental conditions ofOMISSIONS, the PropertyOR ON ACCOUNT OF SOILS CONDITIONS OR ANY OTHER CONDITION AFFECTING THE PROPERTY, whether known or unknownINCLUDING, only in the event that Purchaser is sued byBUT NOT LIMITED TO, THOSE MATTERS DESCRIBED ABOVE AND PURCHASER HEREBY FULLY RELEASES SELLER, ITS PARTNERS, EMPLOYEES, OFFICERS, DIRECTORS, REPRESENTATIVES, ATTORNEYS AND AGENTS (BUT NOT INCLUDING ANY THIRD PARTY PROFESSIONAL SERVICE PROVIDERS [E.G., ENGINEERS, ETC.], CONTRACTORS OR SIMILAR FIRMS OR PERSONS) FROM ANY AND ALL CLAIMS AGAINST ANY OF THEM FOR ANY COST, LOSS, LIABILITY, DAMAGE, EXPENSE, DEMAND, ACTION OR CAUSE OF ACTION (INCLUDING, WITHOUT LIMITATION, ANY RIGHTS OF CONTRIBUTION) ARISING FROM OR RELATED TO ANY CONSTRUCTION DEFECTS, ERRORS, OMISSIONS, OR OTHER CONDITIONS AFFECTING THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, THOSE MATTERS DESCRIBED ABOVE AND INCLUDING ANY ALLEGED NEGLIGENCE OF SELLER.

AS-IS. (a) Subject to Section 5.03 of this Agreement, Purchaser acknowledges and agrees that it will be purchasing the Property and the Personal Property based solely upon its Purchaser has made thorough inspections and investigations of the Property and the Personal Property, and that except as otherwise specifically set forth in this Agreement, Purchaser will be purchasing agrees to take title to the Property and the Personal Property "AS AS-IS" and ", WHERE IS, AND WITH ALL FAULTS", based upon " and in the condition of the Property and the Personal Property existing as of the date of this Agreement, subject to reasonable use, ordinary wear and tear tear, and loss by fire without any reduction in or other casualty abatement of the Purchase Price. Purchaser has undertaken all such investigations of the Property as Purchaser deems necessary or condemnation excepted. Without limiting appropriate under the foregoing, Purchaser acknowledges that, except as may otherwise be specifically set forth elsewhere in this Agreement, neither Seller nor its consultants, brokers or agents have made any representations or warranties of any kind upon which Purchaser is relying circumstances as to any matters concerning the status of the Property or the Personal Property, including, but not limited to, the Land or the Improvements, and the existence or non-existence of Hazardous Materials curative action to be taken with respect to any hazardous or toxic substances on or discharged from the property, 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. (as hereinafter defined)b) Neither party to this Agreement is relying on any statement or representation not expressly stated in this Agreement. Purchaser specifically confirms and acknowledges that in entering into this Agreement, economic projections Purchaser has not been induced by, and has not relied upon, whether express or market studies concerning implied, warranties, guaranties, promises, statements, inducements, representations, or information pertaining to the PropertyProperty or its uses, any development rightsthe physical condition, taxesenvironmental condition, bondsstate of title, covenantsincome, conditions and restrictions affecting the Propertyexpenses, water or water rights, topography, drainage, soil, subsoil operation of the Property, the utilities serving or any other matter or thing with respect thereto, written or unwritten, whether made by Seller or any agent, employee, or other representative of Seller, or any broker or any other person representing (or purporting to represent) Seller, which are not expressly set forth in this Agreement. Seller shall not be liable for or bound by any written or unwritten statements, representations, warranties, brokers' statements, or other information pertaining to the Property furnished by Seller, any broker, any agent, employee, or other actual (or purported) representative of Seller, or any zoning person, unless and only to the extent the same are expressly set forth in this Agreement. (c) Seller makes no warranty with respect to the presence of any hazardous or building lawstoxic substances on, rules above, beneath, or regulations discharged from the Property (or "Environmental Laws" (hereinafter definedany adjoining or neighboring property) affecting or in any water on or under the Property. Except as specifically set forth hereinThe Closing hereunder shall be deemed to constitute an express waiver of Purchaser's right to recover from Seller, and upon the Closing, Purchaser forever releases, covenants not to sue, and discharges Seller makes no representation or warranty that the Property complies with Title III of the Americans with Disabilities Act or any fire code or building code. Purchaser hereby releases Seller and the Affiliates of Seller from from, any and all liability in connection with any claims which Purchaser may have against Seller or the Affiliates of Seller relating directly or indirectly to the existence of asbestos or Hazardous Materials ondamages, demands, claims, losses, liabilities, penalties, fines, liens, judgments, costs, or environmental conditions ofexpenses whatsoever, the Propertyincluding attorneys' fees and costs, whether known direct or unknown; providedindirect, however, that Purchaser may assert claims for contribution or cost recovery against Seller or the Affiliates of Seller, relating directly or indirectly to the existence of asbestos or Hazardous Materials on, or environmental conditions of, the Property, whether known or unknown, only foreseen or unforeseen, that may arise on account of or in any way be connected with the event that Purchaser is sued byphysical condition of the Property. (d) The provisions of this Section 2.02 shall survive the Closing and shall not be deemed to have merged into any of the documents executed or delivered at the Closing.

AS-IS. Purchaser acknowledges and agrees that it will be purchasing Except as expressly set forth in the ----- Agreement, Buyer is acquiring the Property and "AS IS" without any representation or warranty of Seller, express, implied or statutory, as to the Personal Property based solely upon its inspections and investigations nature or condition of or title to the Property and the Personal Property, and that except or its fitness for Buyer's intended use of same. Except as otherwise specifically set forth in this Agreement, Purchaser will be purchasing the Property Buyer represents and the Personal Property "AS IS" and "WITH ALL FAULTS", based upon the condition of the Property and the Personal Property as of the date of this Agreement, wear and tear and loss by fire or other casualty or condemnation excepted. Without limiting the foregoing, Purchaser acknowledges that, except as may otherwise be specifically set forth elsewhere in this Agreement, neither Seller nor its consultants, brokers or agents have made any representations or warranties of any kind upon which Purchaser warrants that it (i) is relying as to any matters concerning the Property or the Personal Propertysolely upon its own inspections, including, but not limited to, the Land or the Improvements, the existence or non-existence of Hazardous Materials (as hereinafter defined), economic projections or market studies concerning the Property, any development rights, taxes, bonds, covenants, conditions investigations and restrictions affecting the Property, water or water rights, topography, drainage, soil, subsoil analyses of the Property, the utilities serving Title Documents, Documents and Materials, and the Plans and Reports (collectively, the "Property Documents") in entering into this Agreement and consummating the transaction set forth herein, and (ii) is not relying in any way upon any representations, statements, agreements, warranties, studies, reports, descriptions, guidelines or other information or material furnished by Seller or its representatives whether oral or written, express or implied, of any nature whatsoever regarding any such matters, including, without limitation, the condition, value, nature, or quality of the Property, including any constriction on the Property and any materials or systems incorporated into the Property and seismic conditions or topography, any income to be derived from the Property, compliance of the Property or its operation with any zoning law, ordinance, rule, regulation, or the status of any permits or approvals relating to or required in connection with the Property, latent defects in the Property or improvements thereto, safety or building lawsviolations or deficiencies in the Property or improvements thereto, rules if any, or regulations any other matter of a similar or "Environmental Laws" (hereinafter defined) affecting dissimilar nature which may be of relevance to Buyer and relating in any way to the PropertyProperty or the market in which it is located. Except as specifically set forth hereinin this Agreement, Buyer agrees and warrants to Seller that neither Seller, nor any broker, nor any agent or representative of either of them, has made any representation to Buyer inconsistent with the foregoing nor as to any Hazardous Materials Laws, the existence of Hazardous Materials on the Property or the Property Documents. Except as specifically set forth in this Agreement, Seller makes no is not making any representation or warranty that of any nature concerning the accuracy or completeness of Seller's files or concerning the authenticity, source, accuracy or completeness of the Property complies with Title III Documents. As to certain of the Americans materials made available to Buyer from Seller's files, including, without limitation, the Property Documents, Buyer specifically acknowledges that they may have been prepared by third parties with Disabilities Act whom Seller has no privity and Buyer acknowledges and agrees that except as specifically set forth herein, no warranty or representation, express or implied, has been made, nor shall any be deemed to have been made, to Buyer either by Seller or by any third parties that prepared the materials in question. Buyer waives any claim of any nature against Seller for any information, conclusion, projection or other statement of any nature contained in any of the Property Documents if the same should prove not to be true, complete or accurate for any reason. Buyer, by its execution of this Agreement, acknowledges and agrees that a material inducement to Seller's decision to sell the Property to Buyer at the Purchase Price provided in this Agreement was Buyer's agreement to conduct its own feasibility studies and purchase the Property in an "as-is" condition. Except as relating to any matter or relating to a breach of the representations and warranties made by Seller, (A) no latent condition affecting the Property in any way (including, without limitation, the presence or effects of any Hazardous Materials or any fire code or building code. Purchaser hereby releases Seller and the Affiliates violations of Seller from any and all liability in connection with any claims which Purchaser may have against Seller or the Affiliates of Seller relating directly or indirectly to the existence of asbestos or Hazardous Materials on, or environmental conditions of, applicable law on the Property), whether known discovered after the Close of Escrow (collectively, "Property Conditions"), shall give rise to any rights of damages, specific performance, rescission or unknown; provided, however, that Purchaser may assert other claims for contribution or cost recovery by Buyer against Seller or the Affiliates of Seller, relating directly or indirectly to the existence of asbestos or Hazardous Materials on, or environmental conditions of, the Property, whether known or unknown, only in the event that Purchaser is sued byand

AS-IS. Purchaser acknowledges The Property is being sold in an “AS IS, WHERE IS” condition and agrees that it will be purchasing the Property and the Personal Property based solely upon its inspections and investigations “WITH ALL FAULTS” as of the Property Effective Date and the Personal Property, and that except as otherwise specifically of Closing. Except as expressly set forth in this Agreement, Purchaser will be purchasing the Property no representations or warranties have been made or are made and the Personal Property "AS IS" and "WITH ALL FAULTS"no responsibility has been or is assumed by Seller or by any partner, based upon officer, person, firm, agent, attorney or representative acting or purporting to act on behalf of Seller as to i) the condition or state of repair of the Property; ii) the compliance or non-compliance of the Property with any applicable laws, regulations or ordinances (including, without limitation, any applicable zoning, building or development codes); iii) the value, expense of operation, or income potential of the Property; iv) any other fact or condition which has or might affect the Property or the condition, state of repair, compliance, value, expense of operation or income potential of the Property or any portion thereof; or v) whether the Property contains asbestos or harmful or toxic substances or pertaining to the extent, location or nature of same. The parties agree that all understandings and agreements heretofore made between them or their respective agents or representatives are merged in this Agreement and the Personal Property Exhibits hereto annexed, which alone fully and completely express their agreement, and that this Agreement has been entered into after full investigation, or with the parties satisfied with the opportunity afforded for full investigation, neither party relying upon any statement or representation by the other unless such statement or representation is specifically embodied in this Agreement or the Exhibits annexed hereto. Except for as it relates to Seller’s Representations, Purchaser waives its right to recover from, and forever releases and discharges Seller and Seller’s Indemnified Parties from any and all demands, claims (including, without limitation, causes of action in tort), legal or administrative proceedings, losses, liabilities, damages, penalties, fines, liens, judgments, costs or expenses whatsoever (including, without limitation, attorneys’ fees and costs), whether direct or indirect, known or unknown, foreseen or unforeseen (collectively, “Claims”), that may arise on account of or in any way be connected with the date Property, the physical condition thereof, or any law or regulation applicable thereto, including, without limitation, claims under the Comprehensive Environmental Response, Compensation and Liability Act of this Agreement1980, wear as amended (42 U.S.C. Section 6901, et seq.), the Resources Conservation and tear 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 loss by fire or other casualty or condemnation exceptedthe Toxic Substance Control Act (15 U.S.C. Section 2601, et seq.). Without limiting the foregoingforegoing and except for as it relates to Seller’s Representations, Purchaser acknowledges thatPurchaser, except as may otherwise upon Closing, shall be specifically set forth elsewhere in this Agreementdeemed to have waived, neither relinquished and released Seller nor its consultantsand all other Seller’s Indemnified Parties from any and all Claims, brokers matters arising out of latent or agents have made any representations patent defects or warranties physical conditions, violations of any kind upon which Purchaser is relying as to any matters concerning the Property or the Personal Property, applicable laws (including, but not limited to, the Land or the Improvements, the existence or non-existence of Hazardous Materials (as hereinafter defined), economic projections or market studies concerning the Propertywithout limitation, any development rightsenvironmental laws) and any and all other acts, taxesomissions, bondsevents, covenants, conditions and restrictions affecting the Property, water circumstances or water rights, topography, drainage, soil, subsoil of the Property, the utilities serving the Property or any zoning or building laws, rules or regulations or "Environmental Laws" (hereinafter defined) matters affecting the Property. Except As part of the provisions of this Section 6.2, but not as specifically set forth hereina limitation thereon, Seller makes no representation or warranty Purchaser hereby agrees, represents and warrants that the Property complies with Title III of the Americans with Disabilities Act matters released herein are not limited to matters which are known or any fire code or building code. disclosed, and Purchaser hereby releases Seller and the Affiliates of Seller from waives any and all liability rights and benefits which it now has, or in connection with any claims which Purchaser the future may have against Seller conferred upon it, by virtue of the provisions of federal, state or the Affiliates local law, rules and regulations. Purchaser agrees that should any cleanup, remediation or removal of Seller relating directly hazardous substances or indirectly to the existence of asbestos or Hazardous Materials on, or other environmental conditions ofon or about the Property be required after the Closing Date, such clean-up, removal or remediation shall not be the Property, whether known or unknown; provided, however, that Purchaser may assert claims for contribution or cost recovery against Seller or the Affiliates responsibility of Seller, relating directly or indirectly . The provisions of this Section 6.2 shall survive Closing and the delivery of the Deed to the existence of asbestos or Hazardous Materials on, or environmental conditions of, the Property, whether known or unknown, only in the event that Purchaser is sued byPurchaser.

AS-IS. Purchaser Buyer acknowledges and agrees that it will be purchasing that, except for the Property covenants, representations and the Personal Property based solely upon its inspections and investigations warranties of the Property and the Personal Property, and that except as otherwise specifically set forth Seller expressly contained in this Agreement, Purchaser will be purchasing the Property shall be sold and the Personal Property "conveyed (and accepted by Buyer at Closing) AS IS" and ", WHERE IS, WITH ALL FAULTS"DEFECTS AND WITHOUT ANY WRITTEN OR ORAL REPRESENTATION OR WARRANTY WHATSOEVER, based upon EXPRESS OR IMPLIED OR ARISING BY OPERATION OF LAW. Except as expressly otherwise provided in this Agreement, Seller makes no representation, warranty or covenant, express, implied or statutory, of any kind whatsoever with respect to the Property, including, without limitation, representation, warranty or covenant as to title, survey conditions, use of the Property for Buyer’s intended use, the condition of the Property, past or present use, development, investment potential, tax ramifications or consequences, compliance with law, present or future zoning, the presence or absence of hazardous substances, the availability of utilities, access to public road, habitability, merchantability, fitness or suitability for any purpose, or any other matter with respect to the Property and (collectively, the Personal Property as “Condition of the date Property”), all of this Agreement, wear and tear and loss by fire or other casualty or condemnation excepted. Without limiting the foregoing, Purchaser acknowledges thatwhich are, except as may otherwise be specifically set forth elsewhere expressly provided in this Agreement, neither hereby expressly disclaimed by Seller. Except as otherwise expressly provided in this Agreement, Buyer acknowledges that Seller nor its consultantshas made no representation, brokers warranty or agents have made any representations or warranties of any kind upon which Purchaser is relying covenant as to any matters concerning the Condition of the Property or compliance of the Personal PropertyProperty with any federal, state, municipal or local statutes, laws, rules, regulations or ordinances, including, but not limited towithout limitation, those pertaining to construction, building and health codes, land use, zoning, hazardous substances or toxic wastes or substances, pollutants, contaminants, or other environmental matters. The provisions of this Section shall survive the Land Closing or the Improvements, the existence or non-existence termination of Hazardous Materials (as hereinafter defined), economic projections or market studies concerning the Property, any development rights, taxes, bonds, covenants, conditions and restrictions affecting the Property, water or water rights, topography, drainage, soil, subsoil of the Property, the utilities serving the Property or any zoning or building laws, rules or regulations or "Environmental Laws" (hereinafter defined) affecting the Property. Except as specifically set forth herein, Seller makes no representation or warranty that the Property complies with Title III of the Americans with Disabilities Act or any fire code or building code. Purchaser hereby releases Seller and the Affiliates of Seller from any and all liability in connection with any claims which Purchaser may have against Seller or the Affiliates of Seller relating directly or indirectly to the existence of asbestos or Hazardous Materials on, or environmental conditions of, the Property, whether known or unknown; provided, however, that Purchaser may assert claims for contribution or cost recovery against Seller or the Affiliates of Seller, relating directly or indirectly to the existence of asbestos or Hazardous Materials on, or environmental conditions of, the Property, whether known or unknown, only in the event that Purchaser is sued bythis Agreement.

AS-IS. Purchaser acknowledges and agrees that it will be purchasing Except as otherwise expressly set forth in Seller’s Representations or otherwise in this Agreement or in the Property Ancillary Documents: 6.2.1 PURCHASER ACKNOWLEDGES AND AGREES THAT, AS A MATERIAL INDUCEMENT TO THE SELLERS’ EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH PROPERTY IS EXPRESSLY PURCHASED AND SOLD “AS IS,” “WHERE IS,” AND “WITH ALL FAULTS,” SUBJECT TO THE TERMS AND CONDITIONS HEREOF AND OF THE ANCILLARY DOCUMENTS, AND EXCEPT FOR THE EXPRESS REPRESENTATIONS SET FORTH HEREIN AND THEREIN. 6.2.2 The Purchase Price and the Personal Property based solely upon its inspections terms and investigations conditions set forth herein are the result of the Property arm’s-length bargaining between entities familiar with transactions of this kind, and the Personal Propertyprice, terms and that except as otherwise specifically conditions set forth in this AgreementAgreement reflect the fact that Purchaser is not relying upon any information provided by (or by any Person on behalf of) Seller or statements, Purchaser will be purchasing representations or warranties, express or implied, made (or deemed made by law) by (or by any Person on behalf of) Seller (except as expressly set forth in the Property and Seller’s Representations or otherwise in this Agreement or in the Personal Property "AS IS" and "WITH ALL FAULTS"Ancillary Documents), based upon including, without limitation, any relating to the value of the Properties, the physical or environmental condition of the Property and Properties, any state, federal, county or local law, ordinance, order or permit, or the Personal Property as suitability, compliance or lack of compliance of the date Properties with any regulation, or any other attribute or matter of or relating to the Properties. Except as expressly set forth in this Agreement, wear and tear and loss by fire Agreement or other casualty or condemnation excepted. Without limiting the foregoingany Ancillary Document, Purchaser agrees that Seller shall not be responsible or liable to Purchaser for any defects, errors or omissions in the Seller’s Deliveries, the Third-Party Reports or on account of any conditions affecting the Properties. 6.2.3 Purchaser agrees and acknowledges that, except as may otherwise be specifically expressly set forth elsewhere in the Seller’s Representations or otherwise in this Agreement, neither Seller nor its consultants, brokers or agents have made any representations or warranties of any kind upon which Purchaser is relying as to any matters concerning the Property or the Personal Property, including, but not limited to, the Land or the Improvements, the existence or non-existence of Hazardous Materials (as hereinafter defined), economic projections or market studies concerning the Property, any development rights, taxes, bonds, covenants, conditions and restrictions affecting the Property, water or water rights, topography, drainage, soil, subsoil of the Property, the utilities serving the Property Agreement or any zoning or building laws, rules or regulations or "Environmental Laws" (hereinafter defined) affecting the Property. Except as specifically set forth hereinAncillary Document, Seller makes no representation representations or warranty that warranties with respect to the Property complies with Title III Properties (or any portion thereof), the operation, management and/or leasing of the Americans with Disabilities Act Properties or concerning any statements made or information delivered or made available to Purchaser (whether by Seller, any of its Affiliates or any fire code agents, representatives, consultants or building codeadvisors of any of the foregoing, or any other Person) with respect to the Properties (or any portion thereof) or the business of Seller or the Transactions, whether included as part of the Seller’s Deliveries or any other information disclosed to the Purchaser or otherwise, and all such representations and warranties are hereby expressly excluded and disclaimed. Purchaser agrees and acknowledges that, except as expressly set forth in the Seller’s Representations or otherwise in this Agreement or any Ancillary Documents, all Seller’s Deliveries are and were provided for informational purposes only, and Purchaser shall not in any way be entitled to rely upon the completeness or accuracy of the Seller’s Deliveries, and will instead in all instances rely exclusively on its own inspections, consultants and advisors with respect to all matters which it deems relevant to its decision to acquire, own and operate the Properties. If this Agreement is terminated for any reason, all tangible copies of the Seller’s Deliveries and Third-Party Reports that are in Purchaser’s possession, shall within ten (10) Business Days after written request from Seller therefor, returned to Seller or, at Purchaser’s option in its sole discretion, destroyed by Purchaser, in each case except as required by Law or Purchaser’s bona fide document retention policies or for digital copies that are not practicable to destroy. 6.2.4 Except as expressly set forth in the Seller’s Representations or otherwise in this Agreement or any Ancillary Document and subject to Purchaser’s rights under Article IX, from and after Closing, Purchaser, for itself and on behalf of its successors and assigns, and anyone claiming by, through or under Purchaser, hereby fully releases each of Seller and the Affiliates of other Seller from Indemnified Parties from, and irrevocably waives its right to maintain, any and all liability in connection with any claims which Purchaser and causes of action that it or they may now have or hereafter acquire or arise against Seller or such other Seller Indemnified Parties with respect to any and all Damages arising from or related to any defects, errors, omissions in the Affiliates Seller’s Deliveries, the Third-Party Reports or other conditions affecting the Properties. 6.2.5 Purchaser acknowledges and agrees that, except as expressly set forth herein or in any of Seller relating directly or indirectly the Ancillary Documents, no representation has been made, and no responsibility is assumed by Seller, with respect to the existence financial earning capacity or expense history of asbestos or Hazardous Materials onthe Properties, the continued occupancy levels of the Properties, or environmental conditions ofany part thereof or, without limiting any of the Propertyforegoing, whether known occupancy at and after Closing. 6.2.6 Purchaser agrees and acknowledges that, except as expressly set forth in Seller’s Representations or unknownotherwise in this Agreement or any Ancillary Document prior to the Closing, Seller shall have the right, but not the obligation, to enforce its rights against any and all occupants, guests, or Residents of the Properties; provided, howeverthat Purchaser’s consent shall be required for any enforcement that individually or in the aggregate would have a Material Adverse Effect. Purchaser agrees that the departure or removal, prior to Closing, of any guests, occupants or Residents 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 Agreement in any manner whatsoever; and Purchaser shall close title and accept delivery of the Deeds with or without such tenants, guests, occupants or Residents in possession and without any allowance or reduction in the Purchase Price under this Agreement; provided, that Purchaser’s consent shall be required for any voluntary removal by Seller that would have a Material Adverse Effect. 6.2.7 Purchaser acknowledges that the Properties may assert claims be subject to the federal Americans With Disabilities Act (the “ADA”) and the federal Fair Housing Act (the “FHA”). The ADA requires, among other matters, that Residents and/or owners of “public accommodations” remove barriers in order to make the Properties accessible to disabled persons and provide auxiliary aids and services for contribution hearing, vision or cost recovery against speech impaired persons. Except as expressly set forth in the Seller’s Representations or as otherwise expressly set forth herein or in the Ancillary Documents, Seller makes no warranty, representation or guarantee of any type or kind with respect to the Properties’ compliance with the ADA or the Affiliates of SellerFHA (or any similar state or local law), relating directly or indirectly to the existence of asbestos or Hazardous Materials on, or environmental conditions of, the Property, whether known or unknown, only in the event that Purchaser is sued byand Seller expressly disclaims any such representations.

AS-IS. Purchaser acknowledges and agrees that it will be purchasing Except as expressly set forth in the Agreement, ----- Buyer is acquiring the Property and "AS IS" without any representation or warranty of Seller, express, implied or statutory, as to the Personal Property based solely upon its inspections and investigations nature or condition of or title to the Property and the Personal Property, and that except or its fitness for Buyer's intended use of same. Except as otherwise specifically set forth in this Agreement, Purchaser will be purchasing the Property Buyer represents and the Personal Property "AS IS" and "WITH ALL FAULTS", based upon the condition of the Property and the Personal Property as of the date of this Agreement, wear and tear and loss by fire or other casualty or condemnation excepted. Without limiting the foregoing, Purchaser acknowledges that, except as may otherwise be specifically set forth elsewhere in this Agreement, neither Seller nor its consultants, brokers or agents have made any representations or warranties of any kind upon which Purchaser warrants that it (i) is relying as to any matters concerning the Property or the Personal Propertysolely upon its own inspections, including, but not limited to, the Land or the Improvements, the existence or non-existence of Hazardous Materials (as hereinafter defined), economic projections or market studies concerning the Property, any development rights, taxes, bonds, covenants, conditions investigations and restrictions affecting the Property, water or water rights, topography, drainage, soil, subsoil analyses of the Property, the utilities serving Title Documents, Documents and Materials, and the Plans and Reports (collectively, the "Property Documents") in entering into this Agreement and consummating the transaction set forth herein, and (ii) is not relying in any way upon any representations, statements, agreements, warranties, studies, reports, descriptions, guidelines or other information or material furnished by Seller or its representatives whether oral or written, express or implied, of any nature whatsoever regarding any such matters, including, without limitation, the condition, value, nature, or quality of the Property, including any constriction on the Property and any materials or systems incorporated into the Property and seismic conditions or topography, any income to be derived from the Property, compliance of the Property or its operation with any zoning law, ordinance, rule, regulation, or the status of any permits or approvals relating to or required in connection with the Property, latent defects in the Property or improvements thereto, safety or building lawsviolations or deficiencies in the Property or improvements thereto, rules if any, or regulations any other matter of a similar or "Environmental Laws" (hereinafter defined) affecting dissimilar nature which may be of relevance to Buyer and relating in any way to the PropertyProperty or the market in which it is located. Except as specifically set forth hereinin this Agreement, Buyer agrees and warrants to Seller that neither Seller, nor any broker, nor any agent or representative of either of them, has made any representation to Buyer inconsistent with the foregoing nor as to any Hazardous Materials Laws, the existence of Hazardous Materials on the Property or the Property Documents. Except as specifically set forth in this Agreement, Seller makes no is not making any representation or warranty that of any nature concerning the accuracy or completeness of Seller's files or concerning the authenticity, source, accuracy or completeness of the Property complies with Title III Documents. As to certain of the Americans materials made available to Buyer from Seller's files, including, without limitation, the Property Documents, Buyer specifically acknowledges that they may have been prepared by third parties with Disabilities Act whom Seller has no privity and Buyer acknowledges and agrees that except as specifically set forth herein, no warranty or representation, express or implied, has been made, nor shall any be deemed to have been made, to Buyer either by Seller or by any third parties that prepared the materials in question. Buyer waives any claim of any nature against Seller for any information, conclusion, projection or other statement of any nature contained in any of the Property Documents if the same should prove not to be true, complete or accurate for any reason. Buyer, by its execution of this Agreement, acknowledges and agrees that a material inducement to Seller's decision to sell the Property to Buyer at the Purchase Price provided in this Agreement was Buyer's agreement to conduct its own feasibility studies and purchase the Property in an "as-is" condition. Except as relating to any matter covered by the terms of Paragraph 13(a)(xv) hereof or relating to a breach of the representations and warranties made by Seller, (A) no latent condition affecting the Property in any way (including, without limitation, the presence or effects of any Hazardous Materials or any fire code violations of applicable law on the Property), discovered after the Close of Escrow (collectively, "Property Conditions"), shall give rise to any rights of damages, specific performance, rescission or building code. Purchaser other claims by Buyer against Seller, and (B) Buyer hereby releases Seller and assumes the Affiliates risk of Seller from any and all liability in connection with any claims which Purchaser may have against liabilities, claims, demands, suits, judgments, losses, damages, expenses (including, without limitation, attorneys' fees and costs) and other obligations arising out of the Property and hereby releases, waives, discharges, covenants not to ▇▇▇ Seller or based solely upon the Affiliates of Seller relating directly or indirectly to the existence of asbestos or Hazardous Materials on, or environmental conditions of, the Property, whether known or unknown; provided, however, that Purchaser may assert claims for contribution or cost recovery against Seller or the Affiliates of Seller, relating directly or indirectly to the existence of asbestos or Hazardous Materials on, or environmental conditions of, the Property, whether known or unknown, only in the event that Purchaser is sued bysame.

AS-IS. Purchaser acknowledges and agrees that it will be purchasing the Property and the Personal Property based solely upon its inspections and investigations of the Property and the Personal Property, and that except Except as otherwise specifically expressly set forth in this AgreementSublease, Purchaser will be purchasing it is understood that the Property and Sublessee takes the Personal Property "Subleased Premises, “AS IS" and ", WHERE IS, WITH ALL FAULTS"” without any representation or warranty by the Sublessor whatsoever. The Sublessor shall not be required to make any improvements, based upon repairs or alterations to the Subleased Premises except that the Sublessor shall be responsible to complete the work as set forth on attached Exhibit D. Except as expressly set forth in this Sublease, the Sublessor has not made and is not making any express or implied representations or warranties whatsoever with respect to the Subleased Premises, including without limitation any representation or warranty regarding the condition of the Property Subleased Premises, state of repair, safety, fitness for any particular purpose, accuracy of dimensions, whether the improvements are structurally sound, in good condition or in compliance with applicable laws, codes, ordinances and regulations, including without limitation, any relating in any way to hazardous substances or any environmental matters, or ADA compliance. Except as expressly set forth in this Sublease, the Sublessee acknowledges and represents that the Sublessee is entering into this Agreement without relying upon any such statement, representations or warranty made by the Sublessor or by any agent or by any other person and made solely upon the Sublessee’s own inspections, investigations, and financial analysis of the Subleased Premises. The Sublessor represents and warrants that as of the date hereof, (i) it has not received written notice from any governmental authority that the Subleased Premises is in violation of any environmental laws or in violation of any applicable laws, rules, regulations, orders, ordinances and requirements of all federal, state and municipal government departments, commissions, boards, and officers and (ii) to the Sublessor’s actual knowledge, the Subleased Premises are not in violation of any environmental laws or in violation of any applicable laws, rules, regulations, orders, ordinances and requirements of all federal, state and municipal government departments, commissions, boards, and officers. The Sublessor further represents and warrants that the Sublessor has no actual knowledge of any defect in the Subleased Premises other than those listed in Exhibit D. The Sublessor’s representations and warranties set forth in this Sublease shall survive the Sublessee’s acceptance of the Subleased Premises. Notwithstanding the foregoing, it is understood that the foregoing AS IS provision is subject to (a) the Sublessor’s obligation to remove the Personal Property as of the date provided in Paragraph 1 of this AgreementSublease, wear (b) the other obligations for which the Sublessor is responsible under the terms of this Sublease, and tear and loss by fire or other casualty or condemnation excepted. Without limiting (c) any condition upon the foregoing, Purchaser acknowledges that, except as may otherwise be specifically set forth elsewhere in this Agreement, neither Seller nor its consultants, brokers or agents have made any representations or warranties Subleased Premises which arose from the Sublessor’s breach of any kind upon which Purchaser is relying as to any matters concerning of its obligations under the Property or the Personal Property, including, but not limited to, the Land or the Improvements, the existence or non-existence of Hazardous Materials (as hereinafter defined), economic projections or market studies concerning the Property, any development rights, taxes, bonds, covenants, conditions and restrictions affecting the Property, water or water rights, topography, drainage, soil, subsoil of the Property, the utilities serving the Property or any zoning or building laws, rules or regulations or "Environmental Laws" (hereinafter defined) affecting the Property. Except as specifically set forth herein, Seller makes no representation or warranty that the Property complies with Title III of the Americans with Disabilities Act or any fire code or building code. Purchaser hereby releases Seller and the Affiliates of Seller from any and all liability in connection with any claims which Purchaser may have against Seller or the Affiliates of Seller relating directly or indirectly Master Lease prior to the existence commencement of asbestos or Hazardous Materials on, or environmental conditions of, the Property, whether known or unknown; provided, however, that Purchaser may assert claims for contribution or cost recovery against Seller or the Affiliates of Seller, relating directly or indirectly to the existence of asbestos or Hazardous Materials on, or environmental conditions of, the Property, whether known or unknown, only in the event that Purchaser is sued bythis Sublease.

AS-IS. (a) Purchaser expressly acknowledges that the Property is being sold and accepted “AS-IS, WHERE-IS, WITH ALL FAULTS” except as may otherwise be specifically provided in this Agreement. (b) This Agreement, as written, contains all of the terms of the agreement entered into between the parties as of the date hereof, and Purchaser acknowledges and agrees that it will be purchasing the Property and the Personal Property based solely upon its inspections and investigations neither Seller nor any of the Property and the Personal PropertySeller’s affiliates, and that nor any of their agents or representatives, has made any representations or held out any inducements to Purchaser except as otherwise specifically set forth in this Agreement, or in any document or instrument delivered by Seller to Purchaser will be purchasing in connection with this Agreement or the Property transactions contemplated hereby, and Seller hereby specifically disclaims any representation, oral or written, past, present or future, other than those specifically set forth in this Agreement or in any document or instrument delivered by Seller to Purchaser in connection with this Agreement or the Personal Property "AS IS" and "WITH ALL FAULTS", based upon the condition of the Property and the Personal Property as of the date of this Agreement, wear and tear and loss by fire or other casualty or condemnation exceptedtransactions contemplated hereby. Without limiting the generality of the foregoing, Purchaser acknowledges thathas not relied on any representations or warranties, except as may otherwise be specifically set forth elsewhere in this Agreement, and neither Seller nor its consultantsany of Seller’s affiliates, brokers nor any of their agents or agents have made representatives has or is willing to make any representations or warranties of warranties, express or implied, other than as may be expressly set forth in this Agreement or in any kind upon which document or instrument delivered by Seller to Purchaser in connection with this Agreement or the transactions contemplated hereby. (c) In the event this Agreement is relying as not terminated then, it shall be deemed an acknowledgment by Purchaser that Purchaser has inspected the Property, is thoroughly acquainted with and accepts its condition, and has reviewed, to any matters concerning the extent necessary in its discretion, all the Property or the Personal Property, including, but not limited to, the Land or the Improvements, the existence or non-existence of Hazardous Materials Information (as hereinafter defined). Except as set forth in this Agreement or in any document or instrument delivered by Seller to Purchaser in connection with this Agreement or the transactions contemplated hereby, economic projections Seller shall not be liable or market studies concerning bound in any manner by any oral or written “setups” (marketing packages containing information about the Property) or information pertaining to the Property or the rents furnished by Seller, Seller’s affiliates, their agents or representatives, any real estate broker, or other person. (d) Except as set forth in this Agreement (including without limitation all documents executed in connection with the Closing and any other documents or instruments delivered by Seller to Purchaser in connection with Closing), Purchaser hereby waives, releases and forever discharges Seller, its affiliates, subsidiaries, officers, directors, shareholders, employees, independent contractors, partners, representatives, agents, successors and assigns (collectively, the “Released Parties”), and each of them, from any and all causes of action, claims, assessments, losses, damages (compensatory, punitive or other), liabilities, obligations, reimbursements, costs and expenses of any kind or nature, actual, contingent, present, future, known or unknown, suspected or unsuspected, including, without limitation, interest, penalties, fines, and attorneys’ and experts’ fees and expenses, whether caused by, arising from, or premised, in whole or in part, upon Seller’s acts or omissions, and notwithstanding that such acts or omissions are negligent or intentional, or premised in whole or in part on any theory of strict or absolute liability, which Purchaser, its successors or assigns, may have or incur in any manner or way connected with, arising from, or related to the Property, any development rights, taxes, bonds, covenants, conditions and restrictions affecting including without limitation (i) the Property, water or water rights, topography, drainage, soil, subsoil environmental condition of the Property, the utilities serving or (ii) actual or alleged violations of environmental laws or regulations in connection with the Property or and/or any zoning or building lawsproperty conditions. Purchaser agrees, rules or regulations or "Environmental Laws" (hereinafter defined) affecting the Property. Except as specifically set forth herein, Seller makes no representation or warranty represents and warrants that the Property complies with Title III of the Americans with Disabilities Act matters released herein are not limited to matters which are known, disclosed, suspected or any fire code or building code. foreseeable, and Purchaser hereby releases Seller and the Affiliates of Seller from waives any and all liability rights and benefits which it now has, or in connection with the future may have, conferred upon Purchaser by virtue of the provisions of any claims law which Purchaser may have against Seller would limit or detract from the Affiliates foregoing general release of Seller relating directly or indirectly known and unknown claims. Notwithstanding anything contained herein to the existence of asbestos contrary, Purchaser shall have the right to implead Seller into any third party tort claim or Hazardous Materials on, or environmental conditions of, the Property, whether known or unknown; provided, however, that Purchaser may assert claims for contribution or cost recovery against Seller or the Affiliates of Seller, action relating directly or indirectly to matters arising prior to the existence Closing. (e) The provisions of asbestos or Hazardous Materials on, or environmental conditions of, this Section 13.12 shall survive the Property, whether known or unknown, only in termination of this Agreement and the event that Purchaser is sued byClosing.

AS-IS. Except as otherwise expressly set forth in Seller’s Representations: 6.2.1 PURCHASER ACKNOWLEDGES AND AGREES THAT, EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, AND AS A MATERIAL INDUCEMENT TO THE SELLER’S EXECUTION AND DELIVERY OF THIS AGREEMENT, 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 the price, terms and conditions set forth in this Agreement reflect the fact that Purchaser is not relying upon any information provided by Seller or statements, representations or warranties, express or implied, made by (or by any Person on behalf of) Seller, 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 Deeds 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 (other than with respect to any covenants of title contained in the Deed conveying the Property and Seller’s Representations). 6.2.3 Except as expressly set forth in the Seller’s Representations and subject to Purchaser’s rights under Article XIII, Purchaser, its successors and assigns, and anyone claiming by, through or under Purchaser, hereby fully releases each of Seller and the other Seller 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 such Seller Indemnified Parties with respect to any and all Damages arising from or related to any defects, errors, omissions in the Materials or other conditions affecting the Property. 6.2.4 Purchaser acknowledges and agrees that it will be purchasing no representation has been made and no responsibility is assumed by Seller with respect to the Property and the Personal Property based solely upon its inspections and investigations of the Property and the Personal Property, and that except as otherwise specifically set forth in this Agreement, Purchaser will be purchasing the Property and the Personal Property "AS IS" and "WITH ALL FAULTS", based upon the condition of the Property and the Personal Property as of the date of this Agreement, wear and tear and loss by fire financial earning capacity or other casualty or condemnation excepted. Without limiting the foregoing, Purchaser acknowledges that, except as may otherwise be specifically set forth elsewhere in this Agreement, neither Seller nor its consultants, brokers or agents have made any representations or warranties of any kind upon which Purchaser is relying as to any matters concerning the Property or the Personal Property, including, but not limited to, the Land or the Improvements, the existence or non-existence of Hazardous Materials (as hereinafter defined), economic projections or market studies concerning the Property, any development rights, taxes, bonds, covenants, conditions and restrictions affecting the Property, water or water rights, topography, drainage, soil, subsoil future profitability of the Property, the utilities serving continued occupancy levels of the Property, or any part thereof, or the continued occupancy of any Facility by Residents or any tenant under any Resident Agreements or Commercial Leases, respectively or, without limiting any of the foregoing, occupancy at Closing. 6.2.5 Purchaser agrees that the departure or removal, prior to Closing, of any of the guests, occupants or Residents shall not be the basis for, nor shall it give rise to, any claim on the part of Purchaser. 6.2.6 Purchaser acknowledges that the Property may be subject to the federal Americans With Disabilities Act (the “ADA”) and the federal Fair Housing Act (the “FHA”). The ADA requires, among other matters, that Residents and/or owners of “public accommodations” remove barriers in order to make the Property accessible to disabled persons and provide auxiliary aids and services for hearing, vision or any zoning or building laws, rules or regulations or "Environmental Laws" (hereinafter defined) affecting the Propertyspeech impaired persons. Except as specifically expressly set forth hereinin the Seller’s Representations, Seller makes no warranty, representation or warranty that guarantee of any type or kind with respect to the Property complies Property’s compliance with Title III of the Americans with Disabilities Act ADA or the FHA (or any fire code similar state or building code. Purchaser hereby releases local law), and Seller and the Affiliates of Seller from expressly disclaims any and all liability in connection with any claims which Purchaser may have against Seller or the Affiliates of Seller relating directly or indirectly to the existence of asbestos or Hazardous Materials on, or environmental conditions of, the Property, whether known or unknown; provided, however, that Purchaser may assert claims for contribution or cost recovery against Seller or the Affiliates of Seller, relating directly or indirectly to the existence of asbestos or Hazardous Materials on, or environmental conditions of, the Property, whether known or unknown, only in the event that Purchaser is sued bysuch representations.

AS-IS. Except as otherwise expressly stated, if at all, in this Agreement or in any agreement or instrument executed and delivered by Seller to Purchaser at the Closing, including but not limited to Seller’s Representations and any warranty of title expressly set forth in the Deed, the Property is expressly purchased and sold “AS IS,” “WHERE IS,” and “WITH ALL FAULTS.” 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. Except as otherwise expressly stated, if at all, in this Agreement or in any agreement or instrument executed and delivered by Seller to Purchaser at the Closing, including but not limited to Seller’s Representations and any warranty of title expressly set forth in the Deed, Purchaser is not relying upon: any information provided by Seller or statements, representations or warranties, express or implied, made by or enforceable directly against Seller, 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. Except as otherwise expressly stated, if at all, in this Agreement or in any agreement or instrument executed and delivered by Seller to Purchaser at the Closing, including but not limited to Seller’s Representations and any warranty of title expressly set forth in the Deed, 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 or other conditions affecting the Property. 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, Purchaser and Seller agree that except as otherwise expressly stated, if at all, in this Agreement or in any agreement or instrument executed and delivered by Seller to Purchaser at the Closing, including but not limited to Seller’s Representations and any warranty of title expressly set forth in the Deed, 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. Except as otherwise expressly stated, if at all, in this Agreement or in any agreement or instrument executed and delivered by Seller to Purchaser at the Closing, including but not limited to Seller’s Representations and any warranty of title expressly set forth in the Deed, Purchaser shall rely only upon any title insurance obtained by Purchaser with respect to title to the Property. Except as otherwise expressly stated, if at all, in this Agreement or in any agreement or instrument executed and delivered by Seller to Purchaser at the Closing, including but not limited to Seller’s Representations and any warranty of title expressly set forth in the Deed, Purchaser acknowledges and agrees that it will be purchasing 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 Property and the Personal Property based solely upon its inspections and investigations compliance of the Property and the Personal Propertywith any other laws, and that except as otherwise specifically set forth in this Agreementrules, Purchaser will be purchasing the Property and the Personal Property "AS IS" and "WITH ALL FAULTS", based upon the condition of the Property and the Personal Property as of the date of this Agreement, wear and tear and loss by fire ordinances or other casualty or condemnation excepted. Without limiting the foregoing, Purchaser acknowledges that, except as may otherwise be specifically set forth elsewhere in this Agreement, neither Seller nor its consultants, brokers or agents have made any representations or warranties of any kind upon which Purchaser is relying as to any matters concerning the Property or the Personal Property, including, but not limited toregulations, the Land financial earning capacity or the Improvements, the existence or non-existence of Hazardous Materials (as hereinafter defined), economic projections or market studies concerning the Property, any development rights, taxes, bonds, covenants, conditions and restrictions affecting the Property, water or water rights, topography, drainage, soil, subsoil expense history of the Property, the utilities serving continuation of contracts, continued occupancy levels of the Property Property, or any zoning part thereof, or building laws, rules or regulations or "Environmental Laws" (hereinafter defined) affecting the Property. Except as specifically set forth herein, Seller makes no representation or warranty that the Property complies with Title III continuation of the Americans with Disabilities Act Lease or any fire code or building codeTenant’s occupancy thereunder. Purchaser hereby releases Seller and the Affiliates of Seller Seller’s Indemnified Parties from any and all liability in connection with any claims which Purchaser may have against Seller or the Affiliates of Seller and liabilities relating directly or indirectly to the existence foregoing matters. Each of asbestos Seller’s Indemnified Parties shall be third-party beneficiaries of this Section 6.2. The provisions of this Section 6.2 shall survive the Closing and delivery of the Deed to Purchaser. Notwithstanding the preceding provisions of this Section 6.2, if (I) Tenant or Hazardous Materials onany other third party brings a lawsuit against Purchaser after the Closing, and (II) such lawsuit involves a claim of injury, harm, or other loss or liability that is alleged to have been sustained or incurred by Tenant or said third party wholly or partly during the time that Seller owned the Property (including claims under Addendum No. 1 to Lease with respect to pre-existing environmental conditions of, on the Property, whether known then this Section 6.2 shall not preclude the Purchaser from asserting whatever rights it might otherwise have at law or unknown; providedin equity against the Seller (including, however, that Purchaser may assert claims for contribution or cost recovery against Seller or the Affiliates of Seller, relating directly or indirectly to the existence of asbestos or Hazardous Materials on, or environmental conditions ofwithout limitation, the Property, whether known or unknown, only rights to join the Seller in such lawsuit and seek contribution from the event that Purchaser is sued bySeller in such action).

AS-IS. Purchaser acknowledges and agrees that it will be purchasing Except as expressly set forth in the Agreement, ----- Buyer is acquiring the Property and "AS IS" without any representation or warranty of Seller, express, implied or statutory, as to the Personal Property based solely upon its inspections and investigations nature or condition of or title to the Property and the Personal Property, and that except or its fitness for Buyer's intended use of same. Except as otherwise specifically set forth in this Agreement, Purchaser will be purchasing the Property Buyer represents and the Personal Property "AS IS" and "WITH ALL FAULTS", based upon the condition of the Property and the Personal Property as of the date of this Agreement, wear and tear and loss by fire or other casualty or condemnation excepted. Without limiting the foregoing, Purchaser acknowledges that, except as may otherwise be specifically set forth elsewhere in this Agreement, neither Seller nor its consultants, brokers or agents have made any representations or warranties of any kind upon which Purchaser warrants that it (i) is relying as to any matters concerning the Property or the Personal Propertysolely upon its own inspections, including, but not limited to, the Land or the Improvements, the existence or non-existence of Hazardous Materials (as hereinafter defined), economic projections or market studies concerning the Property, any development rights, taxes, bonds, covenants, conditions investigations and restrictions affecting the Property, water or water rights, topography, drainage, soil, subsoil analyses of the Property, the utilities serving Title Documents, Documents and Materials, and the Plans and Reports (collectively, the "Property Documents") in entering into this Agreement and consummating the transaction set forth herein, and (ii) is not relying in any way upon any representations, statements, agreements, warranties, studies, reports, descriptions, guidelines or other information or material furnished by Seller or its representatives whether oral or written, express or implied, of any nature whatsoever regarding any such matters, including, without limitation, the condition, value, nature, or quality of the Property, including any constriction on the Property and any materials or systems incorporated into the Property and seismic conditions or topography, any income to be derived from the Property, compliance of the Property or its operation with any zoning law, ordinance, rule, regulation, or the status of any permits or approvals relating to or required in connection with the Property, latent defects in the Property or improvements thereto, safety or building lawsviolations or deficiencies in the Property or improvements thereto, rules if any, or regulations any other matter of a similar or "Environmental Laws" (hereinafter defined) affecting dissimilar nature which may be of relevance to Buyer and relating in any way to the PropertyProperty or the market in which it is located. Except as specifically set forth hereinin this Agreement, Buyer agrees and warrants to Seller that neither Seller, nor any broker, nor any agent or representative of either of them, has made any representation to Buyer inconsistent with the foregoing nor as to any Hazardous Materials Laws, the existence of Hazardous Materials on the Property or the Property Documents. Except as specifically set forth in this Agreement, Seller makes no is not making any representation or warranty that of any nature concerning the accuracy or completeness of Seller's files or concerning the authenticity, source, accuracy or completeness of the Property complies with Title III Documents. As to certain of the Americans materials made available to Buyer from Seller's files, including, without limitation, the Property Documents, Buyer specifically acknowledges that they may have been prepared by third parties with Disabilities Act whom Seller has no privity and Buyer acknowledges and agrees that except as specifically set forth herein, no warranty or representation, express or implied, has been made, nor shall any be deemed to have been made, to Buyer either by Seller or by any third parties that prepared the materials in question. Buyer waives any claim of any nature against Seller for any information, conclusion, projection or other statement of any nature contained in any of the Property Documents if the same should prove not to be true, complete or accurate for any reason. Buyer, by its execution of this Agreement, acknowledges and agrees that a material inducement to Seller's decision to sell the Property to Buyer at the Purchase Price provided in this Agreement was Buyer's agreement to conduct its own feasibility studies and purchase the Property in an "as-is" condition. Except as relating to any matter or relating to a breach of the representations and warranties made by Seller, (A) no latent condition affecting the Property in any way (including, without limitation, the presence or effects of any Hazardous Materials or any fire code violations of applicable law on the Property), discovered after the Close of Escrow (collectively, "Property Conditions"), shall give rise to any rights of damages, specific performance, rescission or building code. Purchaser other claims by Buyer against Seller, and (B) Buyer hereby releases Seller and assumes the Affiliates risk of Seller from any and all liability in connection with any claims which Purchaser may have against liabilities, claims, demands, suits, judgments, losses, damages, expenses (including, without limitation, attorneys' fees and costs) and other obligations arising out of the Property and hereby releases, waives, discharges, covenants not to ▇▇▇ Seller or based solely upon the Affiliates of Seller relating directly or indirectly to the existence of asbestos or Hazardous Materials on, or environmental conditions of, the Property, whether known or unknown; provided, however, that Purchaser may assert claims for contribution or cost recovery against Seller or the Affiliates of Seller, relating directly or indirectly to the existence of asbestos or Hazardous Materials on, or environmental conditions of, the Property, whether known or unknown, only in the event that Purchaser is sued bysame.

AS-IS. Purchaser acknowledges The Property is being sold in an “AS IS, WHERE IS” condition and agrees that it will be purchasing “WITH ALL FAULTS as of the Property Effective Date and as of Closing. Except for the Personal Property based solely upon its inspections Seller Representations, no representations or warranties have been made or are made and investigations no responsibility has been or is assumed by Seller or by any partner, officer, person, firm, agent, attorney or representative acting or purporting to act on behalf of Seller as to (i) the condition or state of repair of the Property; (ii) the compliance or non-compliance of the Property with any applicable laws, regulations or ordinances (including, without limitation, any applicable zoning, building or development codes); (iii) the value, expense of operation, or income potential of the Property; (iv) any other fact or condition which has or might affect the Property or the condition, state of repair, compliance, value, expense of operation or income potential of the Property or any portion thereof; or (v) whether the Property contains asbestos or harmful or toxic substances or pertaining to the extent, location or nature of same. The parties agree that all understandings and agreements heretofore made between them or their respective agents or representatives are merged in this Contract and the Personal PropertyExhibits hereto annexed, which alone fully and completely express their agreement, and that except as otherwise this Contract has been entered into after full investigation, or with the parties satisfied with the opportunity afforded for full investigation, neither party relying upon any statement or representation by the other unless such statement or representation is specifically set forth embodied in this AgreementContract or the Exhibits annexed hereto. Purchaser waives its right to recover from, Purchaser will and forever releases and discharges Seller’s Indemnified Parties from any and all demands, claims (including, without limitation, causes of action in tort), legal or administrative proceedings, losses, liabilities, damages, penalties, fines, liens, judgments, costs or expenses whatsoever (including, without limitation, attorneys’ fees and costs), whether direct or indirect, known or unknown, foreseen or unforeseen (collectively, “Claims”), that may arise on account of or in any way be purchasing connected with the Property Property, the physical condition thereof, or any law or regulation applicable thereto (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 Personal Property "AS IS" and "WITH ALL FAULTS"Toxic Substance Control Act (15 U.S.C. Section 2601, based upon the condition of the Property and the Personal Property as of the date of this Agreement, wear and tear and loss by fire or other casualty or condemnation exceptedet seq.). Without limiting the foregoing, Purchaser acknowledges thatPurchaser, except as may otherwise upon Closing, shall be specifically set forth elsewhere in this Agreementdeemed to have waived, neither relinquished and released Seller nor its consultantsand all other Seller’s Indemnified Parties from any and all Claims, brokers matters arising out of latent or agents have made any representations patent defects or warranties physical conditions, violations of any kind upon which Purchaser is relying as to any matters concerning the Property or the Personal Property, applicable laws (including, but not limited to, the Land or the Improvements, the existence or non-existence of Hazardous Materials (as hereinafter defined), economic projections or market studies concerning the Propertywithout limitation, any development rightsenvironmental laws) and any and all other acts, taxesomissions, bondsevents, covenants, conditions and restrictions affecting the Property, water circumstances or water rights, topography, drainage, soil, subsoil of the Property, the utilities serving the Property or any zoning or building laws, rules or regulations or "Environmental Laws" (hereinafter defined) matters affecting the Property. Except As part of the provisions of this Section 6.2, but not as specifically set forth hereina limitation thereon, Seller makes no representation or warranty Purchaser hereby agrees, represents and warrants that the Property complies with Title III of the Americans with Disabilities Act matters released herein are not limited to matters which are known or any fire code or building code. disclosed, and Purchaser hereby releases Seller and the Affiliates of Seller from waives any and all rights and benefits which it now has, or in the future may have conferred upon it, by virtue of the provisions of federal, state or local law, rules and regulations. Purchaser agrees that should any cleanup, remediation or removal of hazardous substances or other environmental conditions on or about the Property be required after the date of Closing, such clean-up, removal or remediation shall not be the responsibility of Seller. This Section 6.2 does not affect the liability in of Seller with respect to breaches of Seller’s Representations. In connection with any claims the general release set forth in this Section 6.2, Purchaser specifically waives the provisions of California Civil Code Section 1542, which Purchaser may have against Seller or provides as follows: Purchaser’s Initials The provisions of this Section 6.2 shall survive Closing and the Affiliates delivery of Seller relating directly or indirectly the Deed to the existence of asbestos or Hazardous Materials on, or environmental conditions of, the Property, whether known or unknown; provided, however, that Purchaser may assert claims for contribution or cost recovery against Seller or the Affiliates of Seller, relating directly or indirectly to the existence of asbestos or Hazardous Materials on, or environmental conditions of, the Property, whether known or unknown, only in the event that Purchaser is sued byPurchaser.