Common use of Examination Clause in Contracts

Examination. In entering into this Agreement, the Buyer has not been induced by and has not relied upon any written or oral representations, warranties or statements, whether express or implied, made by any Seller, any partner of any Seller, or any affiliate, agent, employee, or other representative of any of the foregoing or by any broker or any other person representing or purporting to represent any Seller, with respect to the Transferred Assets or any other matter affecting or relating to the transactions contemplated hereby, other than those representations, warranties or statements expressly set forth in this Agreement and the Closing Documents. The Buyer acknowledges and agrees that, except as expressly set forth in this Agreement and the Closing Documents, no Seller makes any representations or warranties whatsoever, whether express or implied or arising by operation of law, with respect to the Transferred Assets, including any warranties or representations as to habitability, merchantability, fitness for a particular purpose, title, zoning, Tax consequences, latent or patent physical or environmental condition, utilities, operating history or projections, valuation, governmental approvals, the compliance with governmental laws, the truth, accuracy or completeness of documents or any other information provided by or on behalf of Sellers to the Buyer, or any other matter or thing regarding the Transferred Assets. The Buyer represents to Sellers that the Buyer has conducted such investigations of the Transferred Assets, including but not limited to, the physical and environmental conditions of the Properties, as the Buyer deems necessary to satisfy itself as to the condition of the Transferred Assets and the existence or nonexistence or curative action to be taken with respect to any hazardous or toxic substances on or discharged from the Property, and will rely solely upon the same and not upon any information provided by or on behalf of Sellers or their agents or employees with respect thereto, other than such representations, warranties and covenants of Sellers as are expressly set forth in this Agreement or the Closing Documents. Subject to the express representations of Sellers herein and in the Closing Documents and the provisions set forth herein and contained in the Closing Documents, upon the Closing, the Buyer shall assume the risk that adverse matters, including, but not limited to, construction defects and adverse physical and environmental conditions, may not have been revealed by the Buyer’s investigations, and the Buyer, upon Closing, shall be deemed to have waived, relinquished and released Sellers and Sellers’ Related Entities from and against any and all claims, demands, causes of action (including causes of action in tort), losses, damages, liabilities, costs and expenses (including attorneys’ fees and court costs) of any and every kind or character, known or unknown, which the Buyer or any agent, representative, affiliate, employee, director, officer, partner, member, servant, shareholder or other person or entity acting on the Buyer’s behalf or otherwise related to or affiliated with the Buyer might have asserted or alleged against Sellers and/or Sellers’ Related Entities at any time by reason of or arising out of any latent or patent construction defects, physical conditions (including environmental conditions), the Leases and the Tenants, violations of any Applicable Laws (including any Environmental Laws) or any and all other acts, omissions, events, circumstances or matters regarding the Transferred Assets (including the Transferred Assets). Except as expressly set forth herein or in the Closing Documents, the Buyer shall not look to Sellers or any of Sellers’ Related Entities in connection with the foregoing for any redress or relief. The foregoing release shall be given full force and effect according to each of its expressed terms and provisions, including those relating to unknown and unsuspected claims, damages and causes of action. THE BUYER AGREES THAT THE TRANSFERRED ASSETS WILL BE SOLD AND CONVEYED TO (AND ACCEPTED BY) THE BUYER AT THE CLOSING IN THE THEN EXISTING CONDITION OF THE TRANSFERRED ASSETS, AS IS, WHERE IS, WITH ALL FAULTS, AND WITHOUT ANY WRITTEN OR VERBAL REPRESENTATIONS OR WARRANTIES WHATSOEVER (INCLUDING THE IMPLIED WARRANTY OF MERCHANTABILITY), WHETHER EXPRESS OR IMPLIED OR ARISING BY OPERATION OF LAW, other than representations, warranties and statements of the Sellers expressly set forth in this Agreement and in the Closing Documents.

Examination. In entering into this Agreement, the Buyer has not been induced by and has not relied upon any written or oral representations, warranties or statements, whether express or implied, made by any Seller, any partner of any Seller, or any affiliate, agent, employee, or other representative of any of the foregoing or by any broker or any other person representing or purporting to represent any Seller, with respect to the Transferred Assets or any other matter affecting or relating to the transactions contemplated hereby, other than those representations, warranties or statements expressly set forth in this Agreement and the Closing Documents. The Buyer acknowledges and agrees that, except as expressly set forth in this Agreement and the Closing Documents, no Seller makes any representations or warranties whatsoever, whether express or implied or arising by operation of law, with respect to the Transferred Assetssuch Seller’s Assets including, including but not limited to, any warranties or representations as to habitability, merchantability, fitness for a particular purpose, title, zoning, Tax tax consequences, latent or patent physical or environmental condition, utilities, operating history or projections, valuation, governmental approvals, the compliance of the Property with governmental laws, the truth, accuracy or completeness of the Property documents or any other information provided by or on behalf of Sellers Seller to the Buyer, or any other matter or thing regarding the Transferred AssetsProperty. The Buyer represents to Sellers Seller that the Buyer has conducted conducted, or will conduct prior to Closing, such investigations of the Transferred AssetsProperty, including but not limited to, the physical and environmental conditions of the Propertiesthereof, as the Buyer deems necessary to satisfy itself as to the condition of the Transferred Assets Property and the existence or nonexistence or curative action to be taken with respect to any hazardous or toxic substances on or discharged from the Property, and will rely solely upon the same and not upon any information provided by or on behalf of Sellers Seller or their its agents or employees with respect thereto, other than such representations, warranties and covenants of Sellers Seller as are expressly set forth in this Agreement or the Closing Documents. Subject to the express representations of Sellers Seller herein and in the Closing Documents and the provisions set forth herein and contained in the Closing Documents, upon the Closing, the Buyer shall assume the risk that adverse matters, including, including but not limited to, construction defects and adverse physical and environmental conditions, may not have been revealed by the Buyer’s 's investigations, and the Buyer, upon Closing, shall be deemed to have waived, relinquished and released Sellers Seller and Sellers’ Seller-Related Entities from and against any and all claims, demands, causes of action (including including, without limitation, causes of action in tort), losses, damages, liabilities, costs and expenses (including including, without limitation, attorneys’ ' fees and court costs) of any and every kind or character, known or unknown, which the Buyer or any agent, representative, affiliate, employee, director, officer, partner, member, servant, shareholder or other person or entity acting on the Buyer’s 's behalf or otherwise related to or affiliated with the Buyer might have asserted or alleged against Sellers Seller and/or Sellers’ Seller-Related Entities at any time by reason of or arising out of any latent or patent construction defects, physical conditions (including including, without limitation, environmental conditions), the Leases and the Tenants, violations of any Applicable Laws applicable laws (including including, without limitation, any Environmental Lawsenvironmental laws) or any and all other acts, omissions, events, circumstances or matters regarding the Transferred Assets (including the Transferred Assets)Property. Except as expressly set forth herein or in the Closing Documents, the Buyer shall not look to Sellers Seller or any of Sellers’ Seller-Related Entities in connection with the foregoing for any redress or relief. The foregoing release shall be given full force and effect according to each of its expressed terms and provisions, including those relating to unknown and unsuspected claims, damages and causes of action. THE BUYER AGREES THAT THE TRANSFERRED ASSETS WILL BE SOLD AND CONVEYED TO (AND ACCEPTED BY) THE BUYER AT THE CLOSING IN THE THEN EXISTING CONDITION OF THE TRANSFERRED ASSETS, AS IS, WHERE IS, WITH ALL FAULTS, AND WITHOUT ANY WRITTEN OR VERBAL REPRESENTATIONS OR WARRANTIES WHATSOEVER (INCLUDING THE IMPLIED WARRANTY OF MERCHANTABILITY), WHETHER EXPRESS OR IMPLIED OR ARISING BY OPERATION OF LAW, other than representations, warranties and statements of the Sellers expressly set forth in this Agreement and in the Closing Documents.

Examination. In entering into this Agreement, the Buyer has not been induced by and has not relied upon any written or oral representations, warranties or statements, whether express or implied, made by any Seller, any partner of any Seller, or any affiliate, agent, employee, or other representative of any of the foregoing or by any broker or any other person representing or purporting to represent any Seller, with respect to the Transferred Assets Business (including the Assets) or any other matter affecting or relating to the transactions contemplated hereby, other than those representations, warranties or statements expressly set forth in this Agreement and the Closing Documents. The Buyer acknowledges and agrees that, except as expressly set forth in this Agreement and the Closing Documents, no Seller makes any representations or warranties whatsoever, whether express or implied or arising by operation of law, with respect to the Business (including such Seller’s Transferred Assets), including any warranties or representations as to habitability, merchantability, fitness for a particular purpose, title, zoning, Tax consequences, latent or patent physical or environmental condition, utilities, operating history or projections, valuation, governmental approvals, the compliance of the Business (including the Transferred Assets) with governmental laws, the truth, accuracy or completeness of the Business (including the Transferred Assets) documents or any other information provided by or on behalf of Sellers to the Buyer, or any other matter or thing regarding the Business (including the Transferred Assets). The Buyer represents to Sellers that the Buyer has conducted such investigations of the Business (including the Transferred Assets), including but not limited to, the physical and environmental conditions of the Properties, as the Buyer deems necessary to satisfy itself as to the condition of the Business (including the Transferred Assets Assets) and the existence or nonexistence or curative action to be taken with respect to any hazardous or toxic substances on or discharged from the Property, and will rely solely upon the same and not upon any information provided by or on behalf of Sellers or their agents or employees with respect thereto, other than such representations, warranties and covenants of Sellers as are expressly set forth in this Agreement or the Closing Documents. Subject to the express representations of Sellers herein and in the Closing Documents and the provisions set forth herein and contained in the Closing Documents, upon the applicable Closing, the Buyer shall assume the risk that adverse matters, including, but not limited to, construction defects and adverse physical and environmental conditions, may not have been revealed by the Buyer’s investigations, and the Buyer, upon Closing, shall be deemed to have waived, relinquished and released Sellers and Sellers’ Related Entities from and against any and all claims, demands, causes of action (including causes of action in tort), losses, damages, liabilities, costs and expenses (including attorneys’ fees and court costs) of any and every kind or character, known or unknown, which the Buyer or any agent, representative, affiliate, employee, director, officer, partner, member, servant, shareholder or other person or entity acting on the Buyer’s behalf or otherwise related to or affiliated with the Buyer might have asserted or alleged against Sellers and/or Sellers’ Related Entities at any time by reason of or arising out of any latent or patent construction defects, physical conditions (including environmental conditions), the Leases and the Tenants, violations of any Applicable Laws (including any Environmental Laws) or any and all other acts, omissions, events, circumstances or matters regarding the Transferred Assets Business (including the Transferred Assets). Except as expressly set forth herein or in the Closing Documents, the Buyer shall not look to Sellers or any of Sellers’ Related Entities in connection with the foregoing for any redress or relief. The foregoing release shall be given full force and effect according to each of its expressed terms and provisions, including those relating to unknown and unsuspected claims, damages and causes of action. THE BUYER AGREES THAT THE BUSINESS (INCLUDING THE TRANSFERRED ASSETS ASSETS) WILL BE SOLD AND CONVEYED TO (AND ACCEPTED BY) THE BUYER AT THE APPLICABLE CLOSING IN THE THEN EXISTING CONDITION OF THE BUSINESS (INCLUDING THE TRANSFERRED ASSETS), AS IS, WHERE IS, WITH ALL FAULTS, AND WITHOUT ANY WRITTEN OR VERBAL REPRESENTATIONS OR WARRANTIES WHATSOEVER (INCLUDING THE IMPLIED WARRANTY OF MERCHANTABILITY), WHETHER EXPRESS OR IMPLIED OR ARISING BY OPERATION OF LAW, other than representations, warranties and statements of the Sellers expressly set forth in this Agreement and in the Closing Documents.

Examination. In entering into this Agreementreceiving any Document Files or Documents hereunder, the Buyer has not been induced by and has not relied upon in maintaining any written listing or oral representations, warranties providing any report or statements, whether express or implied, made by any Seller, any partner of any Seller, or any affiliate, agent, employee, or other representative of any of the foregoing or by any broker or any other person representing or purporting to represent any Seller, communication with respect to the Transferred Assets Document Files or any other matter affecting or relating Documents held hereunder, the Custodian shall be required only to review the face of each document received to determine whether it appears regular on its face and appears to relate to the transactions contemplated herebyRelated Asset (as identified to the Custodian by the Trust in the related Delivery Transmittal Form). After receiving any Document File in accordance with the preceding sentence, other within 3 business days (provided however that if more than those representations10 Document Files are delivered at one time to the Custodian, warranties additional time as agreed to among the parties in writing, may be taken by the Custodian) the Custodian shall execute and deliver to the Trust a certification more fully described in Section 3.2 (a “Custodial Certification”) substantially in the form attached hereto as Exhibit C and in accordance with Section 3.1, and shall generate an exceptions report (“Exceptions Report”), showing the results of such review against the Required Documents List. The Custodian shall not otherwise be under any duty to review, inspect, examine or statements expressly set forth in this Agreement certify the Document Files or related Documents; and without limiting the foregoing, the Custodian shall be entitled to assume the genuineness of each such document and the Closing Documents. The Buyer acknowledges genuineness and agrees that, except as expressly set forth in this Agreement and the Closing Documents, no Seller makes due authority of any representations or warranties whatsoever, whether express or implied or arising by operation of law, with respect to the Transferred Assets, including any warranties or representations as to habitability, merchantability, fitness for a particular purpose, title, zoning, Tax consequences, latent or patent physical or environmental condition, utilities, operating history or projections, valuation, governmental approvals, the compliance with governmental laws, the truth, accuracy or completeness of documents or any other information provided by or on behalf of Sellers to the Buyer, or any other matter or thing regarding the Transferred Assets. The Buyer represents to Sellers that the Buyer has conducted such investigations of the Transferred Assets, including but not limited to, the physical and environmental conditions of the Properties, as the Buyer deems necessary to satisfy itself as to the condition of the Transferred Assets and the existence or nonexistence or curative action to be taken with respect to any hazardous or toxic substances on or discharged from the Property, and will rely solely upon the same and not upon any information provided by or on behalf of Sellers or their agents or employees with respect thereto, other than such representations, warranties and covenants of Sellers as are expressly set forth in this Agreement or the Closing Documents. Subject to the express representations of Sellers herein and in the Closing Documents and the provisions set forth herein and contained in the Closing Documents, upon the Closing, the Buyer shall assume the risk that adverse matters, including, but not limited to, construction defects and adverse physical and environmental conditions, may not have been revealed by the Buyer’s investigations, and the Buyer, upon Closingsignatures appearing thereon, shall be deemed entitled to assume that each such document is what it purports to be. The Custodian shall have waivedno liability for or obligation with respect to, relinquished and released Sellers and Sellers’ Related Entities from and against shall not be construed or obliged to make any and all claimsrepresentation or warranty as to: (i) the validity, demandssufficiency, causes of action (including causes of action in tort)marketability, lossesgenuineness, damagesvalue, liabilities, costs and expenses (including attorneys’ fees and court costs) contents or enforceability of any and every kind Document; (ii) the validity, adequacy or character, known or unknown, which the Buyer or any agent, representative, affiliate, employee, director, officer, partner, member, servant, shareholder or other person or entity acting on the Buyer’s behalf or otherwise related to or affiliated with the Buyer might have asserted or alleged against Sellers and/or Sellers’ Related Entities at any time by reason of or arising out perfection of any latent lien upon or patent construction defects, physical conditions security interest purported to be evidenced or created thereby; or (including environmental conditions), iii) to determine that the Leases and the Tenants, violations contents of any Applicable Laws (including Document are appropriate for the represented purpose or that any Environmental Laws) Document has actually been recorded or filed, as maybe applicable, or that any and all other acts, omissions, events, circumstances or matters regarding the Transferred Assets (including the Transferred Assets). Except as expressly set forth herein or in the Closing Documents, the Buyer shall not look to Sellers or any of Sellers’ Related Entities in connection with the foregoing for any redress or relief. The foregoing release shall be given full force and effect according to each of its expressed terms and provisions, including those relating to unknown and unsuspected claims, damages and causes of action. THE BUYER AGREES THAT THE TRANSFERRED ASSETS WILL BE SOLD AND CONVEYED TO (AND ACCEPTED BY) THE BUYER AT THE CLOSING IN THE THEN EXISTING CONDITION OF THE TRANSFERRED ASSETS, AS IS, WHERE IS, WITH ALL FAULTS, AND WITHOUT ANY WRITTEN OR VERBAL REPRESENTATIONS OR WARRANTIES WHATSOEVER (INCLUDING THE IMPLIED WARRANTY OF MERCHANTABILITY), WHETHER EXPRESS OR IMPLIED OR ARISING BY OPERATION OF LAW, Document is other than representations, warranties and statements of the Sellers expressly set forth in this Agreement and in the Closing Documentswhat it purports on its face to be.

Examination. In entering into Seller shall provide to Buyer: (i) upon execution of this Agreement, copies of the following documents and materials pertaining to each Property to the extent within Seller's possession or readily obtainable by Seller: a title commitment/policy; copies of title exception documents; ALTA survey; site plans and specifications; architectural plans; environmental/hazardous material reports; soils reports; governmental permits/approvals; zoning information; real property tax and assessment information; utility letters; copies of the Leases and copies of all correspondence related to the Leases; any documents required to be delivered by Seller to Buyer has not been induced pursuant to Section 11 hereof; and any other documents relating to a Property reasonably requested by and has not relied Buyer; (ii) upon any written or oral representationsexecution of this Agreement, warranties or statements, whether express or implied, made by any a copy of the certificate of formation of Seller, any partner a copy of any the operating agreement of Seller, or any affiliatean incumbency certificate for Seller, agent, employee, or other representative and a W-9 of any Seller; and (iii) upon the occurrence of the foregoing or by any broker or Delivery Date for each Property, the Evidence of Completion (as defined in the Lease) (collectively, the "Due Diligence Materials"). Upon delivery to Buyer of all of the Due Diligence Materials applicable to a particular Property, Seller shall deliver a written certification to Buyer stating that all of the Due Diligence Materials applicable to a Property has been delivered to Buyer (the "Due Diligence Certification"). Throughout the term of this Agreement, Buyer, its agents and designees, shall have the right to enter each Property for the purposes of inspecting each Property, conducting soil tests, environmental studies, and making surveys, mechanical and structural engineering studies, inspecting construction, and conducting any other person representing or purporting investigations and inspections as Buyer may reasonably require to represent any Sellerassess the condition and suitability of each Property; provided, with respect to the Transferred Assets or any other matter affecting or relating to the transactions contemplated herebyhowever, other than those representations, warranties or statements expressly set forth in this Agreement and the Closing Documents. The Buyer acknowledges and agrees that, except as expressly set forth in this Agreement and the Closing Documents, no Seller makes any representations or warranties whatsoever, whether express or implied or arising by operation of law, with respect to the Transferred Assets, including any warranties or representations as to habitability, merchantability, fitness for a particular purpose, title, zoning, Tax consequences, latent or patent physical or environmental condition, utilities, operating history or projections, valuation, governmental approvals, the compliance with governmental laws, the truth, accuracy or completeness of documents or any other information provided that such activities by or on behalf of Sellers to Buyer on a Property shall not damage such Property nor interfere with construction on the Buyer, Property or any other matter or thing regarding the Transferred Assets. The Buyer represents to Sellers that the Buyer has conducted such investigations conduct of the Transferred Assets, including but not limited to, the physical and environmental conditions of the Properties, as the Buyer deems necessary to satisfy itself as to the condition of the Transferred Assets and the existence or nonexistence or curative action to be taken with respect to any hazardous or toxic substances on or discharged from the Property, and will rely solely upon the same and not upon any information provided business by or on behalf of Sellers or their agents or employees with respect thereto, Tenant other than such representationsto a de minimis extent; and provided further, warranties and covenants of Sellers as are expressly set forth in this Agreement or the Closing Documents. Subject to the express representations of Sellers herein and in the Closing Documents and the provisions set forth herein and contained in the Closing Documentshowever, upon the Closing, the that Buyer shall assume the risk that adverse matters, including, but not limited to, construction defects indemnify and adverse physical and environmental conditions, may not have been revealed by the Buyer’s investigations, and the Buyer, upon Closing, shall be deemed to have waived, relinquished and released Sellers and Sellers’ Related Entities hold Seller harmless from and against any and all claimsclaims or damages to the extent resulting from the activities of Buyer on each Property, demandsprovided, causes however, in no event shall Buyer be responsible or liable in any way for any pre-existing conditions, including any hazardous materials discovered during its inspections of action (including causes of action in tort)a Property, losses, damages, liabilities, costs and expenses (including attorneys’ fees and court costs) of Buyer shall repair any and every kind or characterall damage caused, known or unknownin whole or' in part, by Buyer and return each Property to substantially the same condition that existed prior to such damage, which the Buyer obligation shall survive Closing or any agenttermination of this Agreement. Buyer shall give Seller reasonable written notice (which in any event shall not be less than one (1) business day, representativeor such other period of time as required under the Lease) before entering each Property. Seller may have a representative present during any and all examinations, affiliateinspections and/or studies on a Property. Buyer shall have the unconditional right, employeefor any reason or no reason at all, director, officer, partner, member, servant, shareholder to terminate this Agreement as to one or other person or entity acting on more of the Buyer’s behalf or otherwise related Properties by giving written notice thereof to or affiliated with the Buyer might have asserted or alleged against Sellers and/or Sellers’ Related Entities Seller at any time by reason prior to 5:00 p.m. Eastern Standard Time on the last day of the Examination Period applicable to a particular Property, in which event: (i) this Agreement shall be deemed terminated as to any such rejected Property and neither party shall have any further rights, obligations or arising out liabilities with respect to such rejected Property, except with respect to any obligations that expressly survive termination of any latent or patent construction defects, physical conditions this Agreement as contained herein; and (including environmental conditions), the Leases and the Tenants, violations of any Applicable Laws (including any Environmental Lawsii) or any and all other acts, omissions, events, circumstances or matters regarding the Transferred Assets (including the Transferred Assets). Except as expressly set forth herein or there shall be a reduction in the Purchase Price payable by Buyer at Closing Documentsby the amount allocated to the Property designated for removal from this transaction as shown on Schedule 1 hereof. If Buyer does not elect to terminate this Agreement as to any one or more Properties prior to the expiration of the applicable Examination Period, the Buyer shall not look to Sellers or any of Sellers’ Related Entities in connection with the foregoing for any redress or relief. The foregoing release conclusively shall be deemed to have waived its right to terminate this Agreement pursuant to this Section 6(b) with respect to such particular Property. Notwithstanding anything to the contrary contained in this Agreement, amendments to this Agreement to extend an Examination Period may be agreed in writing or email transmission by each party or each party's respective attorney and any notices to terminate this Agreement pursuant to this Section 6(b) may be given full force by Buyer or Buyer's attorney by email transmission to Seller and/or Seller's attorney, provided, however, any notice of termination given by email transmission shall be deemed delivered and effect according to each of its expressed terms and provisionseffective upon the date sent by the Party, including those relating to unknown and unsuspected claims, damages and causes of action. THE BUYER AGREES THAT THE TRANSFERRED ASSETS WILL BE SOLD AND CONVEYED TO (AND ACCEPTED BY) THE BUYER AT THE CLOSING IN THE THEN EXISTING CONDITION OF THE TRANSFERRED ASSETS, AS IS, WHERE IS, WITH ALL FAULTS, AND WITHOUT ANY WRITTEN OR VERBAL REPRESENTATIONS OR WARRANTIES WHATSOEVER (INCLUDING THE IMPLIED WARRANTY OF MERCHANTABILITY), WHETHER EXPRESS OR IMPLIED OR ARISING BY OPERATION OF LAW, other than representations, warranties and statements provided however the such email notice shall also be sent by one of the Sellers expressly means set forth in Section 15 of this Agreement and in the Closing DocumentsAgreement.

Examination. In entering into this Agreement, the Buyer has not been induced by and has not relied upon any written or oral representations, warranties or statements, whether express or implied, made by any Seller, any partner partner, member, officer or director of any Seller, or any affiliate, agent, employee, or other representative of any of the foregoing or by any broker or any other person representing or purporting to represent any Seller, with respect to the Transferred Assets or any other matter affecting or relating to the transactions contemplated hereby, other than those representations, warranties or statements expressly set forth in this Agreement and the Closing DocumentsAgreement. The Buyer acknowledges and agrees that, except as expressly set forth in this Agreement and the Closing Documentsherein, no Seller makes any representations or warranties whatsoever, whether express or implied or arising by operation of law, with respect to the Transferred such Seller’s Assets, including any warranties or representations as to habitability, merchantability, fitness for a particular purpose, title, zoning, Tax consequences, latent or patent physical or environmental condition, utilities, operating history or projections, valuation, governmental approvals, the compliance with governmental laws, the truth, accuracy or completeness of documents or any other information provided by or on behalf of Sellers to the Buyer, or any other matter or thing regarding the Transferred Assets. The Buyer represents to Sellers that the Buyer has conducted such investigations of the Transferred Assets, including but not limited to, the physical and environmental conditions of the Properties, as the Buyer deems necessary to satisfy itself as to the condition of the Transferred Assets and the existence or nonexistence or curative action to be taken with respect to any hazardous or toxic substances on or discharged from the Property, and will rely solely upon the same and not upon any information provided by or on behalf of Sellers or their agents or employees with respect thereto, other than such representations, warranties and covenants of Sellers as are expressly set forth in this Agreement or the Closing Documents. Subject to the express representations of Sellers herein and in the Closing Documents and the provisions set forth herein and contained in the Closing Documents, upon the Closing, the Buyer shall assume the risk that adverse matters, including, but not limited to, construction defects and adverse physical and environmental conditions, may not have been revealed by the Buyer’s investigations, and the Buyer, upon Closing, shall be deemed to have waived, relinquished and released Sellers and Sellers’ Related Entities from and against any and all claims, demands, causes of action (including causes of action in tort), losses, damages, liabilities, costs and expenses (including attorneys’ fees and court costs) of any and every kind or character, known or unknown, which the Buyer or any agent, representative, affiliate, employee, director, officer, partner, member, servant, shareholder or other person or entity acting on the Buyer’s behalf or otherwise related to or affiliated with the Buyer might have asserted or alleged against Sellers and/or Sellers’ Related Entities at any time by reason of or arising out of any latent or patent construction defects, physical conditions (including environmental conditions), the Leases and the Tenants, violations of any Applicable Laws (including any Environmental Laws) or any and all other acts, omissions, events, circumstances or matters regarding the Transferred Assets (including the Transferred Assets). Except as expressly set forth herein or in the Closing Documents, the Buyer shall not look to Sellers or any of Sellers’ Related Entities in connection with the foregoing for any redress or relief. The foregoing release shall be given full force and effect according to each of its expressed terms and provisions, including those relating to unknown and unsuspected claims, damages and causes of action. THE BUYER AGREES THAT THE TRANSFERRED ASSETS WILL BE SOLD AND CONVEYED TO (AND ACCEPTED BY) THE BUYER AT THE CLOSING IN THE THEN EXISTING CONDITION OF THE TRANSFERRED ASSETS, AS IS, WHERE IS, WITH ALL FAULTS, AND WITHOUT ANY WRITTEN OR VERBAL REPRESENTATIONS OR WARRANTIES WHATSOEVER (INCLUDING THE IMPLIED WARRANTY OF MERCHANTABILITY), WHETHER EXPRESS OR IMPLIED OR ARISING BY OPERATION OF LAW, other than representations, representations and warranties and statements of the Sellers expressly set forth in Section 3.2 of this Agreement Agreement. The Buyer acknowledges and agrees that, except as expressly set forth in Section 3.2 of this Agreement, the Closing DocumentsSellers have not made, do not make and specifically disclaim any representations, warranties, promises, covenants, agreements or guaranties of any kind or character whatsoever, whether express or implied, oral or written, past, present or future, of, as to, concerning or with respect to the Assets, including, without limitation, (a) the nature, quality or physical condition of the Assets, (b) the construction of the improvements and whether there exists any construction defects therein, (c) the water, soil and geology of the property, (d) the income to be derived from the Asset, (e) the suitability of the Assets for any and all activities and uses which the Buyer may conduct thereon, (f) the compliance of or by the Assets or the operation thereof with any laws, rules, ordinances or regulations of any Governmental Authority having jurisdiction thereover, (g) the habitability or fitness of the Assets for a particular purpose, (h) the marketability of the Assets or the ability to lease or sell the Assets, (i) the status or condition of entitlements pertaining to the Assets, and (j) any matter regarding Hazardous Substances. Any written or oral information, reports, statements, documents or records concerning the Assets provided or made available to the Buyer, its affiliates, agents, employees, or other representatives by the Sellers, the Sellers’ agents, employees or third parties representing or purporting to represent any Seller, shall not be representations or warranties, unless specifically set forth in in Section 3.2 of this Agreement. In purchasing the Assets and taking other action hereunder, the Buyer has not and shall not rely on any such disclosures, but rather, the Buyer shall rely only on the Buyer’s own inspection of the Assets. The Buyer acknowledges that the Purchase Price reflects and takes into account that the Assets are being sold “as is”.

Examination. In entering into Within three (3) business days following execution of this Agreement, Seller shall provide to Buyer copies of the following documents and materials pertaining to the Property to the extent within Seller’s possession or readily obtainable by Seller: all items specified on Exhibit B attached hereto (the “Primary Diligence Materials”). Additionally, promptly following execution of this Agreement, Seller shall provide to Buyer has all of the following to the extent not been induced by duplicative of the Primary Diligence Materials (the “Additional Diligence Materials”, together with the Primary Diligence Materials, the “Property Diligence Materials”): all contracts, subcontracts or agreements affecting the Property (the “Contracts”); title commitment/policy; title exceptions; ALTA survey; site plans and has not relied upon any written specifications; architectural plans, environmental/hazardous material reports, records, studies, inspections, assessments, investigations, sampling results and analyses; environmental remediation, monitoring and compliance documentation and permits; environmental notices of noncompliance, violation and penalty; environmental corrective action orders and directives, consent orders, settlement agreements, consent agreements and requests for information; public notices and advertisements regarding the presence, release or oral representationsthreat of a release of Hazardous Substances (as such term is defined in Section 11(o) of this Agreement) at, warranties on, under, to, from or statements, whether express about the Property; all correspondence to or implied, made by any Sellerfrom a third party or a governmental agency regarding a query, any partner claim or demand related to the environmental condition of the Property or the presence, release or threat of a release of any SellerHazardous Substances at, on, under, to, from or any affiliateabout the Property; structural reports; soils reports; governmental permits/approvals; zoning information; copies of tax bills; condemnation notices; operating expense information and reports; and utility letters and copies of all correspondence related to the existing leases, agentplans and specification for the Improvements, employeeand all items specified on Exhibit B attached hereto, or other representative of any of the foregoing or by any broker or and any other person representing or purporting to represent any Seller, with respect to the Transferred Assets or any other matter affecting or documents relating to the transactions contemplated herebyProperty reasonably requested by Buyer. If such items are not available to or in the possession or control of Seller as of the Effective Date, other than those representations, warranties or statements expressly then Seller shall provide same to Buyer within three (3) business days after acquiring same. All such due diligence items shall be sent to Buyer at the address set forth in this Agreement and the Closing Documents. The Buyer acknowledges and agrees thatSection 1(n), except as expressly set forth in this Agreement and the Closing Documents, no Seller makes any representations or warranties whatsoever, whether express or implied or arising by operation of law, with respect to the Transferred Assetsattention of ▇▇▇▇ ▇▇▇. Additionally, including any warranties or representations as during the term of this Agreement, Buyer, its employees, contractors, agents and designees, shall have the right to habitabilityenter the Real Property for the purposes of inspecting and testing the same, merchantabilityand making surveys, fitness for a particular purposemechanical and structural engineering studies, titleinspecting construction, zoning, Tax consequences, latent or patent physical or environmental condition, utilities, operating history or projections, valuation, governmental approvals, the compliance with governmental laws, the truth, accuracy or completeness of documents or and conducting any other information provided interviews, investigations and inspections as Buyer may reasonably require to assess the condition and suitability of the Property; provided, however, that such activities by or on behalf of Sellers to Buyer on the Buyer, or any other matter or thing regarding Property shall not materially interfere with the Transferred Assets. The Buyer represents to Sellers that the Buyer has conducted such investigations conduct of the Transferred Assets, including but not limited to, the physical and environmental conditions of the Properties, as the Buyer deems necessary to satisfy itself as to the condition of the Transferred Assets and the existence or nonexistence or curative action to be taken with respect to any hazardous or toxic substances on or discharged from business at the Property; and provided further, and will rely solely upon the same and not upon any information provided by or on behalf of Sellers or their agents or employees with respect theretohowever, other than such representations, warranties and covenants of Sellers as are expressly set forth in this Agreement or the Closing Documents. Subject to the express representations of Sellers herein and in the Closing Documents and the provisions set forth herein and contained in the Closing Documents, upon the Closing, the that Buyer shall assume the risk that adverse matters, including, but not limited to, construction defects indemnify and adverse physical and environmental conditions, may not have been revealed by the Buyer’s investigations, and the Buyer, upon Closing, shall be deemed to have waived, relinquished and released Sellers and Sellers’ Related Entities hold Seller harmless from and against any and all claims, demands, causes claims or damages to the extent directly resulting from the activities of action Buyer on the Property (including causes but not claims or damages arising out of action in tortthe findings of such activities), losses, damages, liabilities, costs and expenses (including attorneys’ fees and court costs) of Buyer shall repair any and every kind all damage caused, in whole or characterin part, known or unknownby Buyer and return the Property to its condition prior to such damage, which the Buyer obligation shall survive Closing or any agent, representative, affiliate, employee, director, officer, partner, member, servant, shareholder or other person or entity acting on termination of this Agreement. Seller shall reasonably cooperate with the efforts of Buyer and the Buyer’s behalf or otherwise related representatives to or affiliated inspect the Property. After the Effective Date, Buyer shall be permitted to speak and meet with any tenant of the Property in connection with Buyer’s due diligence. Buyer might shall give Seller reasonable notice before entering the Property, and Seller may have asserted or alleged against Sellers and/or Sellers’ Related Entities at any time by reason of or arising out of any latent or patent construction defects, physical conditions (including environmental conditions), the Leases and the Tenants, violations of any Applicable Laws (including any Environmental Laws) or a representative present during any and all other actsexaminations, omissionsinspections and/or studies on the Property. Buyer shall have the unconditional right, eventsfor any reason or no reason, circumstances or matters regarding to terminate this Agreement by giving written notice thereof to Seller prior to the Transferred Assets expiration of the Due Diligence Period, in which event this Agreement shall become null and void, whereupon Title Insurer shall refund the ▇▇▇▇▇▇▇ Money to Buyer (including which obligation and right shall survive such termination), and all rights, liabilities and obligations of the Transferred Assets). Except parties under this Agreement shall expire, except as otherwise expressly set forth herein or in herein. If Buyer does not so terminate this Agreement prior to the Closing Documentsexpiration of the Due Diligence Period, the Buyer conclusively shall not look be deemed to Sellers or any of Sellers’ Related Entities in connection with the foregoing for any redress or reliefhave waived its right to terminate this Agreement pursuant to this Section 6(b). The foregoing release shall be given full force and effect according to each parties hereto acknowledge that Buyer may expend material sums of its expressed terms and provisions, including those relating to unknown and unsuspected claims, damages and causes of action. THE BUYER AGREES THAT THE TRANSFERRED ASSETS WILL BE SOLD AND CONVEYED TO (AND ACCEPTED BY) THE BUYER AT THE CLOSING IN THE THEN EXISTING CONDITION OF THE TRANSFERRED ASSETS, AS IS, WHERE IS, WITH ALL FAULTS, AND WITHOUT ANY WRITTEN OR VERBAL REPRESENTATIONS OR WARRANTIES WHATSOEVER (INCLUDING THE IMPLIED WARRANTY OF MERCHANTABILITY), WHETHER EXPRESS OR IMPLIED OR ARISING BY OPERATION OF LAW, other than representations, warranties and statements of the Sellers expressly set forth in this Agreement and in the Closing Documents.money in

Examination. Buyer will be making such examination of the Assets and all other matters affecting or relating to the transactions contemplated hereunder as Buyer has deemed necessary. In entering into this Agreement, the Buyer has not been induced by and has not relied upon any written or oral representations, warranties or statements, whether express or implied, made by Seller or any SellerAffiliate, any partner member or manager of any Seller, or any affiliateofficer, director, member, agent, employee, or other representative of any of the foregoing or by any broker or any other person representing or purporting to represent any Seller, Seller with respect to the Transferred Assets, the Condition of the Assets or any other matter affecting or relating to the transactions contemplated hereby, other than those representations, warranties or statements expressly set forth in this Agreement. Buyer's obligations under this Agreement and the Closing Documentsshall not be subject to any contingencies, diligence or conditions except as expressly set forth in this Agreement. The Buyer acknowledges and agrees that, except as expressly set forth in this Agreement and the Closing Documentsherein, no Seller makes any no representations or warranties whatsoever, whether express or implied or arising by operation of law, with respect to the Transferred Assets, including any warranties Assets or representations as to habitability, merchantability, fitness for a particular purpose, title, zoning, Tax consequences, latent or patent physical or environmental condition, utilities, operating history or projections, valuation, governmental approvals, the compliance with governmental laws, Condition of the truth, accuracy or completeness of documents or any other information provided by or on behalf of Sellers to the Buyer, or any other matter or thing regarding the Transferred Assets. The Buyer represents to Sellers that the Buyer has conducted such investigations of the Transferred Assets, including but not limited to, the physical and environmental conditions of the Properties, as the Buyer deems necessary to satisfy itself as to the condition of the Transferred Assets and the existence or nonexistence or curative action to be taken with respect to any hazardous or toxic substances on or discharged from the Property, and will rely solely upon the same and not upon any information provided by or on behalf of Sellers or their agents or employees with respect thereto, other than such representations, warranties and covenants of Sellers as are expressly set forth in this Agreement or the Closing Documents. Subject to the express representations of Sellers herein and in the Closing Documents and the provisions set forth herein and contained in the Closing Documents, upon the Closing, the Buyer shall assume the risk that adverse matters, including, but not limited to, construction defects and adverse physical and environmental conditions, may not have been revealed by the Buyer’s investigations, and the Buyer, upon Closing, shall be deemed to have waived, relinquished and released Sellers and Sellers’ Related Entities from and against any and all claims, demands, causes of action (including causes of action in tort), losses, damages, liabilities, costs and expenses (including attorneys’ fees and court costs) of any and every kind or character, known or unknown, which the Buyer or any agent, representative, affiliate, employee, director, officer, partner, member, servant, shareholder or other person or entity acting on the Buyer’s behalf or otherwise related to or affiliated with the Buyer might have asserted or alleged against Sellers and/or Sellers’ Related Entities at any time by reason of or arising out of any latent or patent construction defects, physical conditions (including environmental conditions), the Leases and the Tenants, violations of any Applicable Laws (including any Environmental Laws) or any and all other acts, omissions, events, circumstances or matters regarding the Transferred Assets (including the Transferred Assets). Except as expressly set forth herein or in the Closing Documents, the Buyer shall not look to Sellers or any of Sellers’ Related Entities in connection with the foregoing for any redress or relief. The foregoing release shall be given full force and effect according to each of its expressed terms and provisions, including those relating to unknown and unsuspected claims, damages and causes of action. THE BUYER AGREES THAT THE TRANSFERRED ASSETS WILL BE SOLD AND CONVEYED TO (AND ACCEPTED BY) THE BUYER AT THE CLOSING IN THE THEN EXISTING CONDITION OF THE TRANSFERRED ASSETS, AS IS, WHERE ISIS , WITH ALL FAULTS, AND WITHOUT ANY WRITTEN OR VERBAL REPRESENTATIONS OR WARRANTIES WHATSOEVER (INCLUDING THE IMPLIED WARRANTY OF MERCHANTABILITY), WHETHER EXPRESS OR IMPLIED OR ARISING BY OPERATION OF LAW, other than representations, warranties and statements of the Sellers as expressly set forth in this Agreement. Without limiting the generality of the foregoing, except as set forth in this Agreement, the transactions contemplated by this Agreement are without statutory, express or implied warranty, representat ion, agreement, statement or expression of opinion of or with respect to the Condition of the Assets or any aspect thereof, including, without l▇ ▇▇▇▇▇ ion, (i) any and all statutory, express or implied representations or warranties related to the suitability for habitation, merchantability, or fitness for a particular purpose, (ii) any statutory, express or implied representations or warranties created by any affirmation of fact or promise, by any description of the Assets or by operation of law and (iii) all other statutory, express or implied representations or warranties by Seller whatsoever. Buyer acknowledges that Buyer has knowledge and expertise in financial and business matters that enable Buyer to evaluate the merits and risks of the transactions contemplated by this Agreement. The provisions of this Section 7.2 shall survive the Closing Documentswithout limitation and shall not be deemed merged into any instrument or conveyance delivered at the Closing.

Examination. In entering into this Agreement, the Buyer has not been induced by and has not relied upon any written or oral representations, warranties or statements, whether express or implied, made by any Seller, any partner of any Seller, Seller or any affiliate, agent, employee, or other representative of any of the foregoing its affiliates or by any broker or any other person Person representing or purporting to represent any Seller, with respect to the Transferred Assets Property or any other matter affecting or relating to the transactions contemplated hereby, other than those representations, warranties the Seller Representations or statements expressly set forth representations made by Seller in this Agreement and any of the Closing DocumentsDocuments executed and delivered by Seller. The Buyer acknowledges and agrees that, except as for Seller warranties, representations, obligations and covenants (i) expressly set forth in this Agreement and or (ii) in the Closing Documentsdocuments delivered by Seller at the Closing, no Seller makes makes, has made or will make, and Seller specifically negates and disclaims, any representations representations, warranties, promises, covenants, agreements or warranties guaranties of any kind or character whatsoever, whether express or implied or arising by operation of law, oral or written, past, present, of future, of, as to, concerning or with respect to the Transferred AssetsProperty, including any warranties representations, warranties, promises, covenants, agreements or representations as guaranties relating to habitability, marketability, merchantability, fitness for a particular purpose, title, zoning, Tax consequences, quality latent or patent physical or environmental condition, utilities, operating history or projections, valuation, suitability, profitability, governmental approvals, the compliance of the Property with governmental lawsApplicable Laws, the truth, accuracy or completeness of documents the Documents or any other information provided by or on behalf of Sellers Seller to the Buyer, or any other matter or thing regarding the Transferred AssetsProperty. The Buyer represents acknowledges that, prior to Sellers that the Buyer Closing, it has had the opportunity to conduct, and will have conducted such investigations of the Transferred AssetsProperty, including but not limited to, the physical and environmental conditions of the PropertiesProperty, as the Buyer deems necessary to satisfy itself as to the condition of the Transferred Assets Property and the existence or nonexistence or curative action to be taken with respect to any hazardous or toxic substances on or discharged from the Property, and will rely hereby relies solely upon the same and not upon any information provided by or on behalf of Sellers any of Seller or their agents or employees any affiliate thereof with respect thereto, other than such representations, the warranties and covenants of Sellers as are expressly representations set forth in this Agreement or the Closing Documents. Subject to the express representations of Sellers herein and in the any Closing Documents executed and the provisions delivered by Seller expressly set forth herein and contained in the Closing Documents, upon this Agreement. Upon the Closing, the Buyer shall assume the risk that adverse matters, including, but not limited to, construction defects and adverse physical and environmental conditions, may not have been revealed by the Buyer’s investigations, and except for Seller warranties, representations, obligations and covenants expressly set forth in this Agreement or in the documents delivered by Seller at the Closing, Buyer, upon Closing, shall be deemed to have waived, relinquished and released Sellers Seller and Sellers’ Related Entities its affiliates from and against any and all claims, demands, causes of action (including causes of action in tort), losses, damages, liabilities, costs and expenses (including attorneys’ fees and court costs) all Losses of any and every kind or character, known or unknownunknown related thereto or arising therefrom, which the Buyer or any agent, representative, affiliate, employee, director, officer, partner, member, servant, shareholder or other person or entity Person acting on the Buyer’s behalf or otherwise related to or affiliated with the Buyer might have asserted or alleged against Sellers and/or Sellers’ Related Entities Seller at any time by reason of or arising out of any latent or patent construction defects, physical conditions (including environmental conditions), the Leases and the Tenants, violations of any Applicable Laws (including any Environmental Laws) or any and all other acts, omissions, events, circumstances or circumstances, conditions and/or matters regarding the Transferred Assets (including Property; provided, that Buyer does not waive its right to bring any action against, and does not hereby release, Lessee or Seller solely with respect to any claims that may independently arise under the Transferred Assets)Lease. Except as expressly set forth herein or in the any Closing DocumentsDocuments executed and delivered by Seller, the Buyer shall not look to Sellers or any of Sellers’ Related Entities Seller in connection with the foregoing for any redress or relief. The foregoing release shall be given full force and effect according to each of its expressed terms and provisions, including those relating to unknown and unsuspected claims, damages and causes of action. EXCEPT FOR SELLER WARRANTIES, REPRESENTATIONS, OBLIGATIONS AND COVENANTS EXPRESSLY SET FORTH IN THIS AGREEMENT OR IN THE DOCUMENTS DELIVERED BY SELLER AT CLOSING, BUYER AGREES THAT THE TRANSFERRED ASSETS PROPERTY WILL BE SOLD AND CONVEYED TO (AND ACCEPTED BY) THE BUYER AT THE CLOSING IN THE THEN EXISTING CONDITION OF THE TRANSFERRED ASSETSPROPERTY, AS IS, WHERE IS, WITH ALL FAULTS, AND WITHOUT ANY WRITTEN OR VERBAL REPRESENTATIONS OR WARRANTIES WHATSOEVER (INCLUDING THE IMPLIED WARRANTY OF MERCHANTABILITY), WHETHER EXPRESS OR IMPLIED OR ARISING BY OPERATION OF LAW. The provisions of this Section 7.1 shall survive the Closing subject only to the applicable statute of limitations, other than representationsprovided, warranties however, nothing contained in this Section 7.1 shall be deemed to limit the rights and statements obligations of the Sellers expressly set forth in this Agreement and in parties to the Closing DocumentsLease.

Examination. In entering into this Agreement, the Buyer has not been induced by and has not relied upon any written or oral representations, warranties or statements, whether express or implied, made by any Seller, any partner of any Seller, or any affiliate, agent, employee, or other representative of any of the foregoing or by any broker or any other person representing or purporting to represent any Seller, with respect to the Transferred Assets or any other matter affecting or relating to the transactions contemplated hereby, other than those representations, warranties or statements expressly set forth in this Agreement and the Closing Documents. The Buyer acknowledges and agrees that, except as expressly set forth in this Agreement and the Closing Documents, no Seller makes any representations or warranties whatsoever, whether express or implied or arising by operation of law, with respect to the Transferred Assetssuch Seller's Assets including, including but not limited to, any warranties or representations as to habitability, merchantability, fitness for a particular purpose, title, zoning, Tax tax consequences, latent or patent physical or environmental condition, utilities, operating history or projections, valuation, governmental approvals, the compliance of the Property with governmental laws, the truth, accuracy or completeness of the Property documents or any other information provided by or on behalf of Sellers Seller to the Buyer, or any other matter or thing regarding the Transferred AssetsProperty. The Buyer represents to Sellers Seller that the Buyer has conducted conducted, or will conduct prior to Closing, such investigations of the Transferred AssetsProperty, including but not limited to, the physical and environmental conditions of the Propertiesthereof, as the Buyer deems necessary to satisfy itself as to the condition of the Transferred Assets Property and the existence or nonexistence or curative action to be taken with respect to any hazardous or toxic substances on or discharged from the Property, and will rely solely upon the same and not upon any information provided by or on behalf of Sellers Seller or their its agents or employees with respect thereto, other than such representations, warranties and covenants of Sellers Seller as are expressly set forth in this Agreement or the Closing Documents. Subject to the express representations of Sellers Seller herein and in the Closing Documents and the provisions set forth herein and contained in the Closing Documents, upon the Closing, the Buyer shall assume the risk that adverse matters, including, including but not limited to, construction defects and adverse physical and environmental conditions, may not have been revealed by the Buyer’s 's investigations, and the Buyer, upon Closing, shall be deemed to have waived, relinquished and released Sellers Seller and Sellers’ Seller-Related Entities from and against any and all claims, demands, causes of action (including including, without limitation, causes of action in tort), losses, damages, liabilities, costs and expenses (including including, without limitation, attorneys’ ' fees and court costs) of any and every kind or character, known or unknown, which the Buyer or any agent, representative, affiliate, employee, director, officer, partner, member, servant, shareholder or other person or entity acting on the Buyer’s 's behalf or otherwise related to or affiliated with the Buyer might have asserted or alleged against Sellers Seller and/or Sellers’ Seller-Related Entities at any time by reason of or arising out of any latent or patent construction defects, physical conditions (including including, without limitation, environmental conditions), the Leases and the Tenants, violations of any Applicable Laws applicable laws (including including, without limitation, any Environmental Lawsenvironmental laws) or any and all other acts, omissions, events, circumstances or matters regarding the Transferred Assets (including the Transferred Assets)Property. Except as expressly set forth herein or in the Closing Documents, the Buyer shall not look to Sellers Seller or any of Sellers’ Seller-Related Entities in connection with the foregoing for any redress or relief. The foregoing release shall be given full force and effect according to each of its expressed terms and provisions, including those relating to unknown and unsuspected claims, damages and causes of action. THE BUYER AGREES THAT THE TRANSFERRED ASSETS WILL BE SOLD AND CONVEYED TO (AND ACCEPTED BY) THE BUYER AT THE CLOSING IN THE THEN EXISTING CONDITION OF THE TRANSFERRED ASSETS, AS IS, WHERE IS, WITH ALL FAULTS, AND WITHOUT ANY WRITTEN OR VERBAL REPRESENTATIONS OR WARRANTIES WHATSOEVER (INCLUDING THE IMPLIED WARRANTY OF MERCHANTABILITY), WHETHER EXPRESS OR IMPLIED OR ARISING BY OPERATION OF LAW, other than representations, warranties and statements of the Sellers expressly set forth in this Agreement and in the Closing Documents.

Examination. Buyer will be making such examination of the Assets and all other matters affecting or relating to the transactions contemplated in this Agreement as B▇▇▇▇ has deemed necessary. In entering into this Agreement, the Buyer has not been induced by and has not relied upon any written or oral representations, warranties or statements, whether express or implied, made by Seller or any SellerAffiliate, any partner member or manager of any Seller, or any affiliateofficer, director, member, agent, employee, or other representative of any of the foregoing or by any broker or any other person representing or purporting to represent any Seller, Seller with respect to the Transferred Assets, the Condition of the Assets or any other matter affecting or relating to the transactions contemplated hereby, other than those representations, warranties or statements expressly set forth in Section 3.1, Section 3.2, Section 3.3 and any other provision in this Agreement in which Seller makes a representation or warranty. Buyer’s obligations under this Agreement shall not be subject to any contingencies, diligence or conditions except as expressly set forth in Sections 5.2, 8.2(b), 9.2(b), 12.2(a), 12.2(b) and the Closing Documentsany other provision in this Agreement which provides for any such contingency or condition. The Buyer B▇▇▇▇ acknowledges and agrees that, except as expressly set forth in this Agreement and the Closing Documentsherein, no Seller makes any no representations or warranties whatsoever, whether express or implied or arising by operation of law, with respect to the Transferred Assets, including any warranties Assets or representations as to habitability, merchantability, fitness for a particular purpose, title, zoning, Tax consequences, latent or patent physical or environmental condition, utilities, operating history or projections, valuation, governmental approvals, the compliance with governmental laws, Condition of the truth, accuracy or completeness of documents or any other information provided by or on behalf of Sellers to the Buyer, or any other matter or thing regarding the Transferred Assets. The Buyer represents to Sellers that the Buyer has conducted such investigations of the Transferred AssetsEXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN SECTION 3.1, including but not limited toSECTION 3.2, the physical and environmental conditions of the PropertiesSECTION 3.3 AND ANY OTHER PROVISION IN THIS AGREEMENT IN WHICH SELLER MAKES A REPRESENTATION OR WARRANTY AND SELLER’S COMPLIANCE WITH ITS COVENANTS IN THIS AGREEMENT WITH RESPECT TO THE OPERATING STANDARDS, as the Buyer deems necessary to satisfy itself as to the condition of the Transferred Assets and the existence or nonexistence or curative action to be taken with respect to any hazardous or toxic substances on or discharged from the Property, and will rely solely upon the same and not upon any information provided by or on behalf of Sellers or their agents or employees with respect thereto, other than such representations, warranties and covenants of Sellers as are expressly set forth in this Agreement or the Closing Documents. Subject to the express representations of Sellers herein and in the Closing Documents and the provisions set forth herein and contained in the Closing Documents, upon the Closing, the Buyer shall assume the risk that adverse matters, including, but not limited to, construction defects and adverse physical and environmental conditions, may not have been revealed by the Buyer’s investigations, and the Buyer, upon Closing, shall be deemed to have waived, relinquished and released Sellers and Sellers’ Related Entities from and against any and all claims, demands, causes of action (including causes of action in tort), losses, damages, liabilities, costs and expenses (including attorneys’ fees and court costs) of any and every kind or character, known or unknown, which the Buyer or any agent, representative, affiliate, employee, director, officer, partner, member, servant, shareholder or other person or entity acting on the Buyer’s behalf or otherwise related to or affiliated with the Buyer might have asserted or alleged against Sellers and/or Sellers’ Related Entities at any time by reason of or arising out of any latent or patent construction defects, physical conditions (including environmental conditions), the Leases and the Tenants, violations of any Applicable Laws (including any Environmental Laws) or any and all other acts, omissions, events, circumstances or matters regarding the Transferred Assets (including the Transferred Assets). Except as expressly set forth herein or in the Closing Documents, the Buyer shall not look to Sellers or any of Sellers’ Related Entities in connection with the foregoing for any redress or relief. The foregoing release shall be given full force and effect according to each of its expressed terms and provisions, including those relating to unknown and unsuspected claims, damages and causes of action. THE BUYER AGREES THAT THE TRANSFERRED ASSETS WILL BE SOLD AND CONVEYED TO (AND ACCEPTED BY) THE BUYER AT THE CLOSING IN THE THEN EXISTING CONDITION OF THE TRANSFERRED ASSETS, AS IS, WHERE IS, WITH ALL FAULTS, AND WITHOUT ANY WRITTEN OR VERBAL REPRESENTATIONS OR WARRANTIES WHATSOEVER (INCLUDING THE IMPLIED WARRANTY OF MERCHANTABILITY)WHATSOEVER, WHETHER EXPRESS OR IMPLIED OR ARISING BY OPERATION OF LAW. FOR THE AVOIDANCE OF DOUBT, other than representationsEXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN SECTION 3.1, warranties and statements SECTION 3.2, SECTION 3.3 AND ANY OTHER PROVISION IN THIS AGREEMENT IN WHICH SELLER MAKES A REPRESENTATION OR WARRANTY, SELLER HAS NOT MADE, DOES NOT MAKE AND SPECIFICALLY NEGATES AND DISCLAIMS ANY REPRESENTATIONS, WARRANTIES OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE OF, AS TO, CONCERNING OR WITH RESPECT TO THE PROPERTY OR ANY OTHER MATTER WHATSOEVER. Without limiting the generality of the Sellers foregoing, except as expressly set forth in Section 3.1, Section 3.2, Section 3.3 and any other provision in this Agreement in which Seller makes a representation or warranty, the transactions contemplated by this Agreement are without statutory, express or implied warranty, representation, agreement, statement or expression of opinion of or with respect to the Condition of the Assets or any aspect thereof, including, without limitation, (i) any and all statutory, express or implied representations or warranties related to the suitability for habitation, merchantability, or fitness for a particular purpose, (ii) any statutory, express or implied representations or warranties created by any affirmation of fact or promise, by any description of the Assets or by operation of law and (iii) all other statutory, express or implied representations or warranties by Seller whatsoever. B▇▇▇▇ acknowledges that B▇▇▇▇ has knowledge and expertise in financial and business matters that enable Buyer to evaluate the merits and risks of the transactions contemplated by this Agreement. The provisions of this Section 7.2 shall survive the Closing Documentswithout limitation and shall not be deemed merged into any instrument or conveyance delivered at the Closing.

Examination. In entering into this Agreement, the Buyer has not been induced by and has not relied upon any written or oral representations, warranties or statements, whether express or implied, made by any Seller, any partner of any Seller, or any affiliate, agent, employee, or other representative of any of the foregoing or by any broker or any other person representing or purporting to represent any Seller, with respect to the Transferred Assets or any other matter affecting or relating to the transactions contemplated hereby, other than those representations, warranties or statements expressly set forth in this Agreement and the Closing Documents. The Buyer acknowledges and agrees that, except as expressly set forth in this Agreement and the Closing Documents, no Seller makes any representations or warranties whatsoever, whether express or implied or arising by operation of law, with respect to the Transferred Assetssuch Seller’s Assets including, including but not limited to, any warranties or representations as to habitability, merchantability, fitness for a particular purpose, title, zoning, Tax tax consequences, latent or patent physical or environmental condition, utilities, operating history or projections, valuation, governmental approvals, the compliance of the Property with governmental laws, the truth, accuracy or completeness of the Property documents or any other information provided by or on behalf of Sellers Seller to the Buyer, or any other matter or thing regarding the Transferred AssetsProperty. The Buyer represents to Sellers Seller that the Buyer has conducted conducted, or will conduct prior to Closing, such investigations of the Transferred AssetsProperty, including but not limited to, the physical and environmental conditions of the Propertiesthereof, as the Buyer deems necessary to satisfy itself as to the condition of the Transferred Assets Property and the existence or nonexistence or curative action to be taken with respect to any hazardous or toxic substances on or discharged from the Property, and will rely solely upon the same and not upon any information provided by or on behalf of Sellers Seller or their its agents or employees with respect thereto, other than such representations, warranties and covenants of Sellers Seller as are expressly set forth in this Agreement or the Closing Documents. Subject to the express representations of Sellers Seller herein and in the Closing Documents and the provisions set forth herein and contained in the Closing Documents, upon the Closing, the Buyer shall assume the risk that adverse matters, including, including but not limited to, 34 construction defects and adverse physical and environmental conditions, may not have been revealed by the Buyer’s 's investigations, and the Buyer, upon Closing, shall be deemed to have waived, relinquished and released Sellers Seller and Sellers’ Seller-Related Entities from and against any and all claims, demands, causes of action (including including, without limitation, causes of action in tort), losses, damages, liabilities, costs and expenses (including including, without limitation, attorneys’ ' fees and court costs) of any and every kind or character, known or unknown, which the Buyer or any agent, representative, affiliate, employee, director, officer, partner, member, servant, shareholder or other person or entity acting on the Buyer’s 's behalf or otherwise related to or affiliated with the Buyer might have asserted or alleged against Sellers Seller and/or Sellers’ Seller-Related Entities at any time by reason of or arising out of any latent or patent construction defects, physical conditions (including including, without limitation, environmental conditions), the Leases and the Tenants, violations of any Applicable Laws applicable laws (including including, without limitation, any Environmental Lawsenvironmental laws) or any and all other acts, omissions, events, circumstances or matters regarding the Transferred Assets (including the Transferred Assets)Property. Except as expressly set forth herein or in the Closing Documents, the Buyer shall not look to Sellers Seller or any of Sellers’ Seller-Related Entities in connection with the foregoing for any redress or relief. The foregoing release shall be given full force and effect according to each of its expressed terms and provisions, including those relating to unknown and unsuspected claims, damages and causes of action. THE BUYER AGREES THAT THE TRANSFERRED ASSETS WILL BE SOLD AND CONVEYED TO (AND ACCEPTED BY) THE BUYER AT THE CLOSING IN THE THEN EXISTING CONDITION OF THE TRANSFERRED ASSETS, AS IS, WHERE IS, WITH ALL FAULTS, AND WITHOUT ANY WRITTEN OR VERBAL REPRESENTATIONS OR WARRANTIES WHATSOEVER (INCLUDING THE IMPLIED WARRANTY OF MERCHANTABILITY), WHETHER EXPRESS OR IMPLIED OR ARISING BY OPERATION OF LAW, other than representations, warranties and statements of the Sellers expressly set forth in this Agreement and in the Closing Documents.

Examination. In entering into this Agreement, the Buyer has not been induced by and has not relied upon any written or oral representations, warranties or statements, whether express or implied, made by any Seller, any partner of any Seller, or any affiliate, agent, employee, officer, director, or other representative of any of the foregoing or by any broker or any other person representing or purporting to represent any SellerSeller or any of its affiliates, with respect to the Transferred Assets or any other matter affecting or relating to the transactions contemplated hereby, other than those representations, warranties or statements expressly set forth in this Agreement and the Closing Documentsany Deed. The Buyer acknowledges and agrees that, except as expressly set forth in this Agreement and the Closing Documentsany Deed, no Seller makes any representations or warranties whatsoever, whether express or implied or arising by operation of law, with respect to the Transferred Assets, including any warranties or representations as to habitability, merchantability, fitness for a particular purpose, title, zoning, Tax consequences, latent or patent physical or environmental condition, utilities, operating history or projections, valuation, governmental approvals, the compliance of the Transferred Assets with governmental laws, the truth, accuracy or completeness of the Transferred Assets documents or any other information provided by or on behalf of Sellers to the Buyer, or any other matter or thing regarding the Transferred Assets. The Buyer represents to Sellers that the Buyer has conducted such investigations of the Transferred Assets, including but not limited to, the physical and environmental conditions of the Properties, as the Buyer deems necessary to satisfy itself as to the condition of the Transferred Assets and the existence or nonexistence or curative action to be taken with respect to any hazardous or toxic substances on or discharged from the Property, and will rely solely upon the same and not upon any information provided by or on behalf of Sellers or their agents or employees with respect thereto, other than such representations, warranties and covenants of Sellers as are expressly set forth in this Agreement or the Closing Documentsand any Deed. Subject to the express representations of Sellers herein and in the Closing Documents and the provisions set forth herein and contained in the Closing Documentsany Deed, upon the Closing, the Buyer shall assume the risk that adverse matters, including, but not limited to, construction defects and adverse physical and environmental conditions, may not have been revealed by the Buyer’s investigations, and the Buyer, upon Closing, shall be deemed to have waived, relinquished and released Sellers and Sellers’ Related Entities from and against any and all claims, demands, causes of action (including causes of action in tort), losses, damages, liabilities, costs and expenses (including attorneys’ fees and court costs) of any and every kind or character, known or unknown, which the Buyer or any agent, representative, affiliate, employee, director, officer, partner, member, servant, shareholder or other person or entity acting on the Buyer’s behalf or otherwise related to or affiliated with the Buyer might have asserted or alleged against Sellers and/or Sellers’ Related Entities at any time by reason of or arising out of any latent or patent construction defects, physical conditions (including environmental conditions), the Leases and the Tenants, violations of any Applicable Laws (including any Environmental Laws) or any and all other acts, omissions, events, circumstances or matters regarding the Transferred Assets (including the Transferred Assets). Except as expressly set forth herein (including, without limitation, with respect to any indemnification obligations of Sellers set forth herein) or in the Closing Documentsany Deed, the Buyer shall not look to Sellers or any of Sellers’ Related Entities in connection with the foregoing for any redress or relief. The foregoing release shall be given full force and effect according to each of its expressed terms and provisions, including those relating to unknown and unsuspected claims, damages and causes of action. Notwithstanding anything contained herein (including the foregoing releases), in no event shall Buyer be deemed to have released Sellers or Sellers’ Related Entities from fraud. THE BUYER AGREES THAT THE TRANSFERRED ASSETS WILL BE SOLD AND CONVEYED TO (AND ACCEPTED BY) THE BUYER AT THE CLOSING IN THE THEN EXISTING CONDITION OF THE TRANSFERRED ASSETS, AS IS, WHERE IS, WITH ALL FAULTS, AND WITHOUT ANY WRITTEN OR VERBAL REPRESENTATIONS OR WARRANTIES WHATSOEVER (INCLUDING THE IMPLIED WARRANTY OF MERCHANTABILITY), WHETHER EXPRESS OR IMPLIED OR ARISING BY OPERATION OF LAW, other than representations, warranties and statements of the Sellers expressly set forth in this Agreement and in the Closing Documentsany Deed.