Common use of As-Is Purchase Clause in Contracts

As-Is Purchase. Buyer acknowledges that it is purchasing the Property in reliance solely on: (i) Buyer's inspection of the Real Property, the Personal Property and the Improvements; (ii) Buyer's independent verification of the truth of any documents made available to Buyer; and (iii) the opinions and advice concerning the Property of consultants and attorneys engaged by Buyer. Buyer acknowledges that before the expiration of the Due Diligence Period, Buyer will have performed all of its due diligence investigations of and with respect to the Property as Buyer deems appropriate, including engineering studies, soils tests, environmental surveys and testing, physical inspections, TLTA or other surveys, and market analyses as well as Buyer's evaluation of the condition and status of the Personal Property and Improvements and the operation and future prospects of the Property. On the Close of Escrow, Buyer accepts the Property and all matters relating to the Property in their "as is" condition or status as of the Closing Date, including such matters as: soils and geological condition, topography, area and configuration of the Real Property; the age and condition of the Improvements and Personal Property; the existence of any hazardous or toxic substances or materials, construction defects or other matters which would or could necessitate abatement or remediation action by the Property's owner; any physical or mechanical defects in the Improvements or Personal Property; any easement, license or encroachment which is not a matter of public record, whether or not visible upon inspection of the Property; the zoning and other land use regulations applicable to the Property; and any other matter relating to the Property including, but not limited to, value, title, income, feasibility, cost, marketing and investment return. Buyer acknowledges and agrees that Seller is not making any express or implied warranties or representations of any kind or character with respect to the Property. Buyer warrants and represents that it has not relied upon and will not rely upon, either directly or indirectly, any warranty or representation of Seller not explicitly set forth in this Agreement.

As-Is Purchase. Except as otherwise set forth in this Agreement, Buyer shall accept the Property in an "as is" condition with all faults. During the Feasibility Period Buyer shall have satisfied itself as to all aspects of the Property and its feasibility for Buyer's intended purposes. Buyer acknowledges that it and agrees (i) except as expressly provided in this Agreement, neither Seller nor anyone on Seller's behalf has made any representations or warranties respecting the Property or the physical condition thereof, (ii) except for the representations and warranties of Seller expressly set forth in this Agreement, Buyer is purchasing the Property in reliance solely on: (i) Buyer's inspection of the Real Property"as is", the Personal Property and the Improvements; (ii) Buyer's independent verification of the truth of any documents made available to Buyer; and (iii) the opinions and advice concerning the Property no broker, agent, or party other than Seller is authorized to make any representation or warranty for or on behalf of consultants and attorneys engaged by BuyerSeller. Buyer acknowledges agrees that before it is the expiration intent of the Due Diligence Periodparties that, Buyer will have performed all except for any representation or warranty of its due diligence investigations of and with respect to the Property as Buyer deems appropriateSeller expressly set forth in this Agreement, including engineering studiesif any, soils tests, environmental surveys and testing, physical inspections, TLTA or other surveys, and market analyses as well as Buyer's evaluation of the condition and status of the Personal Property and Improvements and the operation and future prospects of the Property. On (i) upon the Close of Escrow, Buyer accepts any and all risks existing or hereafter arising in connection with the Property or any part thereof at any time shall shift to Buyer, and all matters relating to (ii) Seller shall have no obligation whatsoever in connection with the Property in their "as is" condition or status as of the Closing Date, including such matters as: soils at any time. Except for any representations and geological condition, topography, area and configuration of the Real Property; the age and condition of the Improvements and Personal Property; the existence of any hazardous or toxic substances or materials, construction defects or other matters which would or could necessitate abatement or remediation action by the Property's owner; any physical or mechanical defects in the Improvements or Personal Property; any easement, license or encroachment which is not a matter of public record, whether or not visible upon inspection of the Property; the zoning and other land use regulations applicable to the Property; and any other matter relating to the Property including, but not limited to, value, title, income, feasibility, cost, marketing and investment return. Buyer acknowledges and agrees that Seller is not making any express or implied warranties or representations of any kind or character with respect to the Property. Buyer warrants and represents that it has not relied upon and will not rely upon, either directly or indirectly, any warranty or representation of Seller not explicitly expressly set forth in this Agreement., Buyer on behalf of itself and for its agents, employees, contractors, visitors, affiliates, successors and assigns (collectively "Buyer's Group"), hereby releases and discharges Seller and its managers and members, and the employees, agents, attorneys, shareholders, members, managers, successors and assigns of Seller and its managers and members (collectively "Seller's Group") from any and all claims, liability, damages, losses, demands, costs, expenses (including but not limited to attorneys' and consultants' fees), and causes of action of all kinds, whether known or unknown, suspected or unsuspected, in any way arising out of or in connection with the Property or the physical condition thereof. Buyer agrees that this release shall apply to all unknown or unanticipated loss, damage, or injury, and hereby waives any and all rights under California Civil Code Section 1542, which reads as follows: A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor. BUYER'S INITIALS: /s/ DB /s/ MS

As-Is Purchase. Buyer acknowledges hereby represents and warrants and agrees that it is purchasing (a) except as explicitly set forth herein or in any document executed and delivered by Seller at Closing, there are no representations or warranties of any kind whatsoever, express or implied, made by Seller its agents or its representatives in connection with this Agreement, the purchase of the Property in reliance solely on: (i) by Buyer's inspection , the physical condition of the Real Property, the Personal square footage or configuration of the Property and or whether the ImprovementsProperty complies with applicable laws or is appropriate for Buyer’s intended use; (iib) on or prior to the Contingency Date and if Buyer's independent verification of ’s clears contingencies then continuing through the truth of any documents made available to Buyer; and (iii) the opinions and advice concerning the Property of consultants and attorneys engaged by Buyer. Buyer acknowledges that before the expiration of the Due Diligence PeriodClosing Date, Buyer will have performed all of its due diligence investigations of and with respect (or will have chosen not to the Property as Buyer deems appropriate, including engineering studies, soils tests, environmental surveys and testing, physical inspections, TLTA or other surveys, and market analyses as well as Buyer's evaluation of the condition and status of the Personal Property and Improvements and the operation and future prospects of the Property. On the Close of Escrow, Buyer accepts have) fully investigated the Property and all matters pertaining thereto; (c) except as explicitly set forth herein or in any document executed and delivered by Seller at Closing, Buyer is not relying on any statement or representation of Seller, its agents or its representatives or on any information supplied by Seller, its agents or its representatives; (d) except for the representations , warranties and covenants of Seller set forth herein or in any document executed and delivered by Seller at Closing, Buyer, in entering into this Agreement and in completing its purchase of the Property, is relying entirely on its own investigation of the Property; (e) on or prior to the Contingency Date and if Buyer’s clears contingencies then continuing through the Closing Date, Buyer will be aware (or will have chosen not to be aware) of all zoning regulations, other governmental requirements, site and physical conditions, and other matters affecting the use and condition of the Property; (f) except for the representations, warranties and covenants of Seller set forth herein or in any document executed and delivered by Seller at Closing, Buyer’s election to proceed with the purchase the Property following the Contingency Date on the terms and conditions hereof shall be made solely and exclusively in reliance on Buyer’s own review, inspection and investigation of the Property and of materials, documents, information and studies relating to the Property or the condition of title thereto (including, without limitation, any information obtained through Buyer’s Investigations and/or Physical Testing of the Property); and (g) Buyer shall purchase the Property in their "as is" its “AS-IS” condition or status as of the date of Closing Datewith no warranties, including such matters as: soils and geological conditionexpress or implied, topographyat law or in equity, area and configuration of the Real Property; the age and condition of the Improvements and Personal Property; the existence of any hazardous or toxic substances or materials, construction defects or other matters which would or could necessitate abatement or remediation action by the Property's owner; any physical or mechanical defects in the Improvements or Personal Property; any easement, license or encroachment which is not a matter of public record, whether or not visible upon inspection of the Property; the zoning and other land use regulations applicable to the Property; and any other matter relating to the Property including, but not limited to, value, title, income, feasibility, cost, marketing and investment return. Buyer acknowledges and agrees that Seller is not making any express or implied warranties or representations of any kind or character with respect to the Property. Buyer warrants and represents that it has not relied upon and will not rely upon, either directly or indirectlywithout limitation, any warranty of condition, habitability, merchantability or representation of Seller not explicitly fitness for a particular purpose other than Seller’s representations and warranties as expressly set forth in this AgreementSection 7.1 above or in any document executed and delivered by Seller at Closing.

As-Is Purchase. Except as otherwise provided in this Agreement, Buyer agrees that, there are no representations or warranties made by, or on behalf of, Seller in connection with this Agreement or as to any matters concerning the Property, including but not limited to the condition, acreage, topography, climate, water, water rights, utilities, present or future zoning or entitlement, soil, subsoil, hazardous materials (including without limitation asbestos), the purpose for which the Property is suited, drainage, access to public roads, proposed routes of roads or extensions thereof. The Property will be sold by Seller and purchased by Buyer “AS IS AND WITH ALL FAULTS” and without representation by Seller, and no patent or latent condition affecting the Property in any way, whether known or unknown, discoverable or hereafter discovered, shall affect any of Buyer’s obligations contained in this Agreement or give rise to any right of damages, liability, claim, rescission or otherwise against Seller, except as otherwise provided herein. Buyer is an experienced and knowledgeable Nevada public charter school and will be relying solely upon Buyer’s own inspections, investigations and analysis of the Property in purchasing the Property, and except as otherwise provided in this Agreement, 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 of the foregoing matters. Buyer specifically acknowledges and agrees that it Seller is selling and Buyer is purchasing the Property on an “AS IS, WITH ALL FAULTS” basis and that Buyer is not relying on any representations or warranties of any kind whatsoever, express or implied, from Seller, its agents or brokers as to any matters concerning the Property, except as expressly set forth in reliance solely onthis Agreement, including, without limitation: (i) Buyer's inspection of the Real Propertyquality, the Personal Property nature, adequacy and the Improvements; (ii) Buyer's independent verification of the truth of any documents made available to Buyer; and (iii) the opinions and advice concerning the Property of consultants and attorneys engaged by Buyer. Buyer acknowledges that before the expiration of the Due Diligence Period, Buyer will have performed all of its due diligence investigations of and with respect to the Property as Buyer deems appropriate, including engineering studies, soils tests, environmental surveys and testing, physical inspections, TLTA or other surveys, and market analyses as well as Buyer's evaluation of the condition and status of the Personal Property and Improvements and the operation and future prospects aspects of the Property. On the Close of Escrow, Buyer accepts the Property and all matters relating to the Property in their "as is" condition or status as of the Closing Date, including such matters as: soils and geological condition, topography, area and configuration of the Real Property; the age and condition of the Improvements and Personal Property; the existence of any hazardous or toxic substances or materials, construction defects or other matters which would or could necessitate abatement or remediation action by the Property's owner; any physical or mechanical defects in the Improvements or Personal Property; any easement, license or encroachment which is not a matter of public record, whether or not visible upon inspection of the Property; the zoning and other land use regulations applicable to the Property; and any other matter relating to the Property including, but not limited to, valueappurtenances, titleaccess, incomesewage and utility systems, feasibilityand the square footage of the Property, cost(ii) the quality, marketing nature, adequacy, and investment returnphysical condition of soils, geology and any groundwater, (iii) the existence, quality, nature, adequacy and physical condition of utilities serving the Property, (iv) the development potential of the Property, and the Property’s use, habitability, merchantability, or fitness, suitability, value or adequacy of the Property for any particular purpose, (v) the zoning or other legal status of the Property or any other public or private restrictions on use of the Property; (vi) the compliance of the Property with any applicable codes, laws, regulations, statutes, ordinances, covenants, conditions and restrictions of any governmental or quasi-governmental entity or of any other person or entity, including without limitation Buyer’s ability or inability to obtain or maintain building permits, either temporary or final certificates of occupancy or other licenses for the use or operation of the Property, and/or certificates of compliance for the Property, (vii) the presence of hazardous materials on, under or about the Property or the adjoining or neighboring property, and (viii) the economics of the Property, including without limitation the actual or potential income or profits to be derived from the Property and the real estate taxes or assessments now or hereafter payable thereon. Buyer acknowledges agrees that, other than as expressly stated herein, there are no representations or warranties made by or on behalf of Seller in connection with this Agreement, related documents, assignments or conveyances related to this transaction, or any other matters concerning the Property, including but not limited to the condition, acreage, topography, climate, utilities, seisin, possession, present or future zoning or entitlements, soil, subsoil, hazardous materials (including without limitation asbestos), the Deed, the purposes for which the Property is suited, drainage, access to public roads, proposed routes of roads or extensions thereof. As used in this Agreement, “applicable codes, laws, regulations, statutes” and agrees that Seller is not making any express “ordinances” include without limitation the Americans With Disabilities Act (42 U.S.C. Section 12101, et seq.), the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (42 U.S.C. Sections 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 (14 U.S.C. Section 1401, et seq.); the Hazardous Materials Transportation Act (49 U.S.C. Section 1801, et seq.); the Toxic Substance Control Act (15 U.S.C. Section 2601, et seq.); and all similar and related United States or implied warranties other applicable Nevada laws regarding or representations of any kind or character with respect to affecting the Property. Buyer warrants and represents that it has not relied upon and will not rely uponAlso, either directly or indirectly, any warranty or representation of Seller not explicitly set forth as used in this AgreementAgreement “hazardous materials” shall mean any substance, water or material which has been determined by any state, federal or local government authority to be capable of posing a risk or injury to health, safety and property, including, but not limited to, all of those materials, wastes and substances, designated as hazardous or toxic by U.S. Environmental Protection Agency, the U.S. Department of Labor, and the U.S. Department of Transportation and/or any other governmental agency now or hereafter authorized to regulate.

As-Is Purchase. Except as expressly set forth in this Agreement (including, without limitation, Article 3), Buyer acknowledges and agrees that Buyer is acquiring the Property in its “AS IS” condition, WITH ALL FAULTS, AND WITHOUT ANY WARRANTY, EXPRESS, IMPLIED OR STATUTORY, all of which are hereby waived and disclaimed by Buyer; provided, however, that such waiver and disclaimer shall not, and do not, relieve Seller from any liability for breach of any representation or warranty set forth herein. Other than as expressly set forth herein, neither Seller nor any agents, representatives, or employees of Seller have made any representations or warranties, direct or indirect, oral or written, express or implied, to Buyer or any agents, representatives, or employees of Buyer with respect to the condition of the Property, its fitness for any particular purpose, or its compliance with any laws. Seller and Buyer acknowledge that the Inspection Period is intended to provide Buyer the opportunity to make such inspections (or have such inspections made by consultants) as it desires of the Property and all facts relevant to its use, including, without limitation, the interior, exterior, and structure of all Improvements, and the condition of soils and subsurfaces. Buyer acknowledges that it is purchasing the Property in reliance solely on: (i) Buyer's inspection relying on its own investigation of the Real Property, the Personal Property and the Improvements; (ii) Buyer's independent verification of the truth of any documents made available to Buyer; and (iii) the opinions and advice concerning the Property of consultants and attorneys engaged by Buyer. Buyer acknowledges that before the expiration of the Due Diligence Period, Buyer will have performed all of its due diligence investigations of and with respect to the Property as Buyer deems appropriate, including engineering studies, soils tests, environmental surveys and testing, physical inspections, TLTA or other surveys, and market analyses as well as Buyer's evaluation of the condition and status of the Personal Property and Improvements and the operation and future prospects of the Property. On the Close of Escrow, Buyer accepts the Property and all matters relating not on any information provided or to the Property in their "be provided by Seller except as is" condition or status as of the Closing Date, including such matters as: soils and geological condition, topography, area and configuration of the Real Property; the age and condition of the Improvements and Personal Property; the existence of any hazardous or toxic substances or materials, construction defects or other matters which would or could necessitate abatement or remediation action by the Property's owner; any physical or mechanical defects in the Improvements or Personal Property; any easement, license or encroachment which is not a matter of public record, whether or not visible upon inspection of the Property; the zoning and other land use regulations applicable to the Property; and any other matter relating to the Property including, but not limited to, value, title, income, feasibility, cost, marketing and investment return. Buyer acknowledges and agrees that Seller is not making any express or implied warranties or representations of any kind or character with respect to the Property. Buyer warrants and represents that it has not relied upon and will not rely upon, either directly or indirectly, any warranty or representation of Seller not explicitly expressly set forth in this Agreement, and agrees to accept the property at the Closing and waive all objections or claims against Seller (including, without limitation, any right or claim of contribution) arising from or related to the Property or to any Hazardous Materials on the Property except as expressly set forth in this Agreement. The provisions of this Section 6.1 shall survive the Closing.

As-Is Purchase. Buyer acknowledges that it is purchasing the Property in reliance solely on: (a) Purchaser acknowledges, represents and warrants (i) Buyer's that any information ("INFORMATION") supplied or made available by Seller, whether written or oral, or in the form of maps, surveys, plats, soil reports, engineering studies, environmental studies, inspection reports, plans, specifications or any other information whatsoever, without exception, pertaining to the Real Estate, any and all records, and other documents pertaining to the use and occupancy of the Real PropertyEstate, income thereof, the Personal Property cost and expense of maintenance thereof, and any and all other matters concerning the Improvementscondition, suitability, integrity, marketability, compliance with law, or other attributes or aspects of the Real Estate, or any part thereof, is furnished to Purchaser solely as a courtesy and shall not constitute a representation or warranty of Seller; (ii) Buyer's independent verification of the truth of any documents made available to BuyerTHE INFORMATION IS PROVIDED, AND THE REAL ESTATE IS PURCHASED, ON AN AS-IS WHERE-IS BASIS AND SELLER MAKES NO REPRESENTATION, EXPRESS OR IMPLIED, OR ARISING BY OPERATION OF LAW OR OTHERWISE, INCLUDING BUT IN NO WAY LIMITED TO, ANY WARRANTY OF CONDITION, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE AS TO THE INFORMATION OR THE REAL ESTATE; and (iii) other than the opinions representations, covenants and advice concerning the Property of consultants agreements made and attorneys engaged by Buyer. Buyer acknowledges that before the expiration of the Due Diligence Period, Buyer will have performed all of its due diligence investigations of and with respect to the Property as Buyer deems appropriate, including engineering studies, soils tests, environmental surveys and testing, physical inspections, TLTA or other surveys, and market analyses as well as Buyer's evaluation of the condition and status of the Personal Property and Improvements and the operation and future prospects of the Property. On the Close of Escrow, Buyer accepts the Property and all matters relating to the Property in their "as is" condition or status as of the Closing Date, including such matters as: soils and geological condition, topography, area and configuration of the Real Property; the age and condition of the Improvements and Personal Property; the existence of any hazardous or toxic substances or materials, construction defects or other matters which would or could necessitate abatement or remediation action by the Property's owner; any physical or mechanical defects in the Improvements or Personal Property; any easement, license or encroachment which is not a matter of public record, whether or not visible upon inspection of the Property; the zoning and other land use regulations applicable to the Property; and any other matter relating to the Property including, but not limited to, value, title, income, feasibility, cost, marketing and investment return. Buyer acknowledges and agrees that Seller is not making any express or implied warranties or representations of any kind or character with respect to the Property. Buyer warrants and represents that it has not relied upon and will not rely upon, either directly or indirectly, any warranty or representation of Seller not explicitly specifically set forth in this Agreement, no representations, whether written or oral, have been made by Seller, or its agents or employees in order to induce Purchaser to enter into this Agreement. Without limiting the generality of the foregoing, Purchaser acknowledges, warrants and represents to Seller that neither Seller nor its agents or employees have made any representations or statements, whether written or oral, to Purchaser concerning the investment potential, suitability for Purchaser’s intended use, operation, or resale of the Real Estate at any future date, at a profit or otherwise, nor has Seller or its agents or employees rendered any advice or expressed any opinion to Purchaser regarding any tax consequences of ownership of the Real Estate.

As-Is Purchase. Buyer acknowledges that it is purchasing the Property in reliance solely on: (i) Buyer's inspection of the Real Property, the Personal Property and the Improvements; (ii) Buyer's independent verification of the truth of any documents made available to Buyer; and (iii) the opinions and advice concerning the Property of consultants and attorneys engaged by Buyer. Buyer acknowledges that before the expiration of the Due Diligence Period, Buyer will have performed all of its due diligence had the opportunity to conduct prior to the Closing Date, such studies and investigations of and with respect to the Property as Buyer deems appropriate, including engineering studies, soils tests, environmental surveys and testing, physical inspections, TLTA or other surveysdesires, and market analyses as well as Buyer's evaluation of that Buyer will have had the right to observe to its satisfaction, and will have observed to its satisfaction, the physical characteristics and condition and status of the Personal Property and Improvements and the operation and future prospects of the Property. On Except as expressly set forth in the Close of EscrowClosing Documents, Buyer accepts acknowledges and agrees that the Property is to be purchased and all matters relating to the Property accepted by Buyer in their "as is" its condition or status as of the Closing Date, including such matters as: soils "AS IS", without any implied or express warranty or representation by Seller or anyone acting or purporting to act on Seller's behalf ("Seller's Agents"), and geological conditionwith all patent and latent defects. No representations or warranties, topography, area and configuration of the Real Property; the age and condition of the Improvements and Personal Property; the existence of any hazardous or toxic substances or materials, construction defects or other matters which would or could necessitate abatement or remediation action by the Property's owner; any physical or mechanical defects in the Improvements or Personal Property; any easement, license or encroachment which is not a matter of public record, whether or not visible upon inspection of the Property; the zoning and other land use regulations applicable to the Property; and any other matter relating to the Property including, but not limited to, value, title, income, feasibility, cost, marketing and investment return. Buyer acknowledges and agrees that Seller is not making any express or implied warranties regarding the Property or representations of any kind matters affecting the Property have been or character will be made with respect to the Property or the subject matter of this Agreement, by Seller or Seller's Agents, or by any other person or entity, except as expressly set forth in this Agreement or the Closing Documents. Without limiting the foregoing, Buyer acknowledges that no representation is or will be made concerning the physical condition, environmental, economic, or legal condition of the Property, title to or the boundaries of the Property, topography, climate, air, water rights, utilities, leases, water, present and future zoning, physical condition, soil condition, pest control matters, engineering characteristics, traffic patterns, purposes to which the Property may be suited, value, potential for development, contamination, drainage, access to public roads, proposed routes of roads or extensions thereof, and compliance with building, health, safety laws, Environmental Laws, land use laws and regulations to which the Property may be subject or any other matter in any way affecting the Property, or the use or ownership thereof (herein collectively the "Property Matters") by Seller, Seller's Agents, or by any other person or entity, except as expressly set forth in this Agreement or the Closing Documents. Buyer warrants acknowledges that, although Seller has disclosed or made available documents and represents reports concerning the Property, other than those specifically set forth in this Agreement and the Closing Documents, (i) that Seller cannot and does not make any warranty or representation whatsoever concerning the completeness or the accuracy of information contained in such documents and reports and (ii) that Buyer is not relying upon any such representations and warranties made by Seller, Seller's Agents, or any other person or entity. Buyer further acknowledges that it has not relied upon and will not rely upon, either directly received from Seller or indirectlyanyone acting or claiming to act on Seller's behalf, any warranty accounting, tax, legal, architectural, engineering, property management, environmental or representation other advice with respect to this transaction and is relying solely upon the advice of Seller not explicitly set forth in this Agreementits own accounting, tax, legal, architectural, engineering, property management, environmental and other advisors.

As-Is Purchase. Buyer Purchaser hereby agrees and acknowledges that, except as otherwise expressly set forth in this Agreement, neither Seller nor any principal (direct or indirect), affiliate, agent, attorney, employee or representative of Seller has made any representation or warranty whatsoever regarding the subject matter of this transaction, or any part thereof, including (without limiting the generality of the foregoing) representations as to the physical nature or physical condition of the Property or the capabilities thereof, and that Purchaser, in executing, delivering and/or performing this Agreement, does not rely upon any statement and/or information to whomever made or given, directly or indirectly, orally or in writing, by any individual, firm or entity. Accordingly, Purchaser agrees that the Property shall be deemed acceptable to Purchaser and the acquisition of the Property shall be on an "as is, where is" basis, with all faults, subject to the provisions of this Agreement. Purchaser further acknowledges that it is purchasing Seller would not agree to sell the Property to Purchaser for the Purchase Price stated herein without the disclaimers, agreements and other statements set forth in reliance solely on: (i) Buyer's inspection of the Real Property, the Personal Property and the Improvements; (ii) Buyer's independent verification of the truth of any documents made available to Buyer; and (iii) the opinions and advice concerning the Property of consultants and attorneys engaged by Buyerthis Section. Buyer acknowledges that before the expiration of the Due Diligence Period, Buyer will have performed all of its due diligence SELLER MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE PHYSICAL CONDITION OF THE PROPERTY OR THE SUITABILITY THEREOF FOR ANY PURPOSE. SELLER HEREBY EXPRESSLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY AND/OR FITNESS FOR A PARTICULAR PURPOSE AND ANY OTHER WARRANTIES OR REPRESENTATIONS AS TO THE PHYSICAL CONDITION OF THE PROPERTY. Purchaser has conducted such investigations of and with respect to the Property as Buyer deems appropriate, including engineering studies, soils tests, environmental surveys and testing, physical inspections, TLTA or other surveys, and market analyses as well as Buyer's evaluation of the condition and status of the Personal Property and Improvements and the operation and future prospects of the Property. On the Close of Escrow, Buyer accepts the Property and all matters relating to the Property in their "as is" condition or status as of the Closing Date, including such matters as: soils and geological condition, topography, area and configuration of the Real Property; the age and condition of the Improvements and Personal Property; the existence of any hazardous or toxic substances or materials, construction defects or other matters which would or could necessitate abatement or remediation action by the Property's owner; any physical or mechanical defects in the Improvements or Personal Property; any easement, license or encroachment which is not a matter of public record, whether or not visible upon inspection of the Property; the zoning and other land use regulations applicable to the Property; and any other matter relating to the Property including, but not limited to, valuethe physical and environmental conditions thereof, title, income, feasibility, cost, marketing as Purchaser deemed necessary or desirable to satisfy itself as to the condition of the Property and investment return. Buyer acknowledges and agrees that Seller is not making any express the existence or implied warranties nonexistence or representations of any kind or character curative action to be taken with respect to any hazardous materials, including, without limitation, lead paint on or discharged from the Property. Buyer warrants , and represents that it has Purchaser will rely solely upon same and not relied upon and will not rely upon, either directly any information provided by or indirectly, any warranty or representation on behalf of Seller not explicitly set forth in this Agreementor its agents or employees with respect thereto.

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

As-Is Purchase. Buyer acknowledges that it The sale of this Property is purchasing in its current condition, as-is and where-is and, provided Purchaser has not withdrawn from this Agreement as provided herein, Purchaser covenants and agrees to accept the Property at Closing in reliance solely on: (i) Buyer's inspection its then current condition, as-is and where-is, with no warranty or representation regarding the condition of the Real Property whatsoever, except for representations and warranties set forth in this Agreement. Without limiting the foregoing, Purchaser acknowledges and agrees that, if Purchaser proceeds with the purchase of the Property, the Personal Property Purchaser shall be deemed to have acknowledged to Seller that Purchaser has conducted such inspections, examinations, surveys and the Improvements; (ii) Buyer's independent verification tests of the truth of any documents made available to Buyer; and (iii) the opinions and advice concerning the Property of consultants and attorneys engaged by Buyer. Buyer acknowledges that before the expiration of the Due Diligence Period, Buyer will have performed all of its due diligence investigations of and with respect to the Property as Buyer Purchaser deems appropriate, including engineering studiesand that Purchaser is thoroughly acquainted and satisfied with all aspects thereof including, soils testswithout limitation, the physical and environmental surveys conditions thereof. Purchaser acknowledges and testingagrees that, physical inspectionsexcept and only as expressly set forth in this Agreement, TLTA or other surveys, Seller hereby expressly disclaims any and market analyses as well as Buyer's evaluation of all implied warranties concerning the condition and status of the Personal Property and Improvements and the operation and future prospects of the Property. On the Close of Escrow, Buyer accepts the Property and all matters relating to the Property in their "as is" condition or status as of the Closing Dateany portions thereof, including such matters as: soils and geological condition, topography, area and configuration of the Real Property; the age and condition of the Improvements and Personal Property; the existence of any hazardous or toxic substances or materials, construction defects or other matters which would or could necessitate abatement or remediation action by the Property's owner; any physical or mechanical defects in the Improvements or Personal Property; any easement, license or encroachment which is not a matter of public record, whether or not visible upon inspection of the Property; the zoning and other land use regulations applicable to the Property; and any other matter relating to the Property including, but not limited to, valuephysical and environmental conditions and implied warranties of habitability, titlemerchantability or fitness for a particular purpose. Seller makes no warranty concerning the acreage of the Property, incomeany reference to the same contained in this Agreement, feasibility, cost, marketing and investment returnthe attached Exhibits or any document provided to Purchaser in connection with its due diligence activities being for informational purposes only. Buyer Purchaser acknowledges and agrees that Purchaser has not relied, and will not rely, upon any representations or warranties (oral or written) made by or purportedly made by or on behalf of Seller is not making any express or implied warranties or representations of any kind or character with respect to the Property. Buyer warrants Property except and represents that it has not relied upon and will not rely upon, either directly or indirectly, any warranty or representation of Seller not explicitly only as expressly set forth in this Agreement. Purchaser further acknowledges and agrees that Purchaser has not relied, and will not rely, upon any documents or other information (oral or written) provided by, or purportedly provided on behalf of, Seller under this Agreement or otherwise. Purchaser acknowledges and agrees that any documents or information provided to Purchaser by Seller or on Seller's behalf have been obtained from a variety of sources and have not been independently investigated or verified by Seller, that Seller has not made any independent investigation or verification of such information and makes no representations as to the accuracy or completeness of such information and are not to be relied upon by Purchaser without independent verification in purchasing the Property. Seller makes no express representations or warranties, and Seller hereby disclaims any and all implied warranties concerning the truth, accuracy and completeness of any documents or information provided to Purchaser by Seller or by anyone acting, or purporting to act, on behalf of Seller. Upon Closing, Purchaser shall assume the risk that adverse matters, including but not limited to, defects and adverse physical and environmental conditions, may not have been revealed by Purchaser's investigations, and, except as set forth in this Agreement, Purchaser, upon Closing, shall be deemed to have waived, relinquished and released Seller from and against any and all claims, demands, causes of action (including causes of action in tort), losses, damages, liabilities, costs and expenses (including reasonable attorney’s fees) of any and every kind or character, known or unknown, which Purchaser might have asserted or alleged against Seller at any time by reason of or arising out of any latent or patent defects or physical conditions, violations of any applicable laws and any and all other acts, omissions, events, circumstances or matters regarding the property occurring during or relating to any and all periods occurring on and/or prior to the Closing Date. This provision shall survive the Closing.

As-Is Purchase. (a) Buyer acknowledges that it is purchasing the Property acknowledges, represents and warrants that, except as expressly provided in reliance solely on: Section 4 above, (i) Buyer's any information ("INFORMATION") supplied or made available by Seller, whether written or oral, or in the form of maps, surveys, plats, soil reports, engineering studies, environmental studies, inspection reports, plans, specifications, or any other information whatsoever, without exception, pertaining to the Property, any and all records, rent rolls, and other documents pertaining to the use and occupancy of the Real Property, income thereof, the Personal Property cost and expenses of maintenance thereof, and any and all other matters concerning the Improvementscondition, suitability, integrity, marketability, compliance with law, or other attributes or aspects of the Property, or a part thereof, is furnished to Buyer solely as a courtesy; (ii) Buyer's independent verification of the truth of any documents made available to BuyerTHE INFORMATION IS PROVIDED, AND THE PROPERTY IS PURCHASED, ON AN AS-IS-WHERE-IS BASIS AND SELLER MAKES NO REPRESENTATION, EXPRESS OR IMPLIED, OR ARISING BY OPERATION OF LAW OR OTHERWISE, INCLUDING, BUT IN NO WAY LIMITED TO, ANY WARRANTY OF FUTURE PERFORMANCE, CONDITION, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE AS TO THE INFORMATION OR THE PROPERTY; and (iii) no representations, whether written or oral, have been made by Seller, or its agents or employees in order to induce Buyer to enter into this Agreement. Without limiting the opinions generality of the foregoing, Buyer acknowledges, warrants and advice represents to Seller that neither Seller nor its agents or employees have made any representations or statements, whether written or oral, to Buyer concerning the Property of consultants and attorneys engaged by Buyer. Buyer acknowledges that before the expiration investment potential, operation or resale of the Due Diligence PeriodProperty at any future date, at a profit or otherwise, nor has Seller or its agents or employees rendered any advice or expressed any opinion to Buyer will have performed all regarding any tax consequences of its due diligence investigations of and with respect to the Property as Buyer deems appropriate, including engineering studies, soils tests, environmental surveys and testing, physical inspections, TLTA or other surveys, and market analyses as well as Buyer's evaluation of the condition and status of the Personal Property and Improvements and the operation and future prospects ownership of the Property. On the Close of Escrow, Buyer accepts the Property and all matters relating to the Property in their "as is" condition or status as of the Closing Date, including such matters as: soils and geological condition, topography, area and configuration of the Real Property; the age and condition of the Improvements and Personal Property; the existence of any hazardous or toxic substances or materials, construction defects or other matters which would or could necessitate abatement or remediation action by the Property's owner; any physical or mechanical defects in the Improvements or Personal Property; any easement, license or encroachment which is not a matter of public record, whether or not visible upon inspection of the Property; the zoning and other land use regulations applicable to the Property; and any other matter relating to the Property including, but not limited to, value, title, income, feasibility, cost, marketing and investment return. Buyer acknowledges and agrees that Seller is not making any express or implied warranties or representations of any kind or character with respect to the Property. Buyer warrants and represents that it has not relied upon and will not rely upon, either directly or indirectly, any warranty or representation of Seller not explicitly set forth in this Agreement.

As-Is Purchase. Buyer acknowledges that it is purchasing the Property in reliance solely on: (i) Buyer's inspection Assignee hereby represents, warrants, and agrees that, as of the Real Property, the Personal Property date of this Assignment and the Improvements; (ii) Buyer's independent verification of the truth of any documents made available to Buyer; and (iii) the opinions and advice concerning the Property of consultants and attorneys engaged by Buyer. Buyer acknowledges that before the expiration of the Due Diligence Period, Buyer will have performed all of its due diligence investigations of and with respect to the Property as Buyer deems appropriate, including engineering studies, soils tests, environmental surveys and testing, physical inspections, TLTA or other surveys, and market analyses as well as Buyer's evaluation of the condition and status of the Personal Property and Improvements and the operation and future prospects of the Property. On the Close of Escrow, Buyer accepts the Property and all matters relating to the Property in their "as is" condition or status as of the Closing Date: (i) it is buying and accepting the Property on an “AS IS” basis, including such matters as: soils with all patent, latent, and geological conditionhidden defects; (ii) it has had the opportunity to make or will have made prior to the Closing its own investigations, topographystudies, area and configuration inspections of the Real Property; Property as it deems necessary or appropriate, including, without limitation, the age physical aspects and condition of the Improvements Property and Personal Property; the existence of any hazardous or toxic substances or materials, construction defects or other matters which would or could necessitate abatement or remediation action by the Property's owner; any physical or mechanical defects in the Improvements or Personal Property; any easement, license or encroachment which is not a matter of public record, whether or not visible upon inspection of the Property; the zoning ’s compliance with all laws and other land use regulations applicable to the Property’s current or intended use or development; (iii) in connection with its investigations, studies and any other matter relating to inspections of the Property it has contracted or had the opportunity to contract with certain advisors and consultants, including, but not limited to, valueenvironmental consultants, titleengineers and geologists, incometo conduct such environmental, feasibilityhazardous material, costgeological, marketing soils, hydrology, seismic, endangered species, archeological, physical, structural, mechanical and investment return. Buyer other inspections of the Property as Assignee deemed to be necessary, including without limitation those items described in the Natural Hazard Disclosure Statement; (iv) it is relying solely on its and its advisors’ and consultants’ investigations, studies and inspections as to the Property, its condition and other characteristics and compliance with laws and regulations; (v) it is relying solely on its own review and analysis of the Due Diligence Materials, and it acknowledges and agrees that that, except for the express representations and warranties in Section 7.2 of the Agreement, Seller has not made any representation or warranty whatsoever concerning the completeness or the accuracy of information contained in the Due Diligence Materials; (vi) it has not received from Seller any accounting, tax legal, architectural, engineering, property management, environmental or other advice with respect to this transaction and is relying solely upon the advice of its own accounting, tax, legal, architectural, engineering, property management, environmental and other advisors; and (vii) it is not making relying on any implied or express warranty or implied representation by Seller (except for the express representations and warranties or representations in Section 7.2 of any kind or character the Agreement), and Seller shall have no liability, with respect to the value, uses, habitability, physical or environmental condition, design, operation, financial condition or prospects, or fitness for purpose or use of the Property (or any portion thereof), or any other aspect, portion or component of the Property. Buyer warrants Without limiting the generality of the foregoing, except for the express representations and represents that it has not relied upon and will not rely upon, either directly or indirectly, any warranty or representation warranties of Seller not explicitly set forth contained in Section 7.2 of the Agreement, Seller disclaims the making of any representations or warranties, express or implied, regarding the Property, its condition, or matters affecting the Property, including, without limitation, title to or the boundaries of the Property, topography, climate, air, water rights, utilities, leases, water, present and future zoning, physical condition, soil condition, pest control matters, engineering characteristics, traffic patterns, purposes to which the Property may be suited, value, potential for development, hazardous materials, contamination, flood hazard areas, drainage, access to public roads, proposed routes of roads or extensions thereof, the square footage of the Property or the Improvements, compliance with building, health and safety laws, environmental laws, land use laws and regulations to which the Property may be subject and all other matters in any way affecting the Property, or the use or ownership thereof. The provisions of this AgreementSection 1.1 shall survive Closing.

As-Is Purchase. Buyer acknowledges that it is purchasing Except as otherwise expressly set forth in this Contract, the Property is being sold in reliance solely on: (i) Buyer's inspection of the Real Property, the Personal Property and the Improvements; (ii) Buyer's independent verification of the truth of any documents made available to Buyer; and (iii) the opinions and advice concerning the Property of consultants and attorneys engaged by Buyer. Buyer acknowledges that before the expiration of the Due Diligence Period, Buyer will have performed all of its due diligence investigations of and with respect to the Property as Buyer deems appropriate, including engineering studies, soils tests, environmental surveys and testing, physical inspections, TLTA or other surveys, and market analyses as well as Buyer's evaluation of the an “AS IS” condition and status of the Personal Property and Improvements and the operation and future prospects of the Property. On the Close of Escrow, Buyer accepts the Property and all matters relating to the Property in their "as is" condition or status “WITH ALL FAULTS” as of the Closing DateEffective Date and as of Closing. Except as expressly set forth in this Contract or any other documents delivered at Closing, including such matters as: soils no representations or warranties have been made or are made and geological no responsibility has been or is assumed by Seller or any Seller affiliate or manager as to the condition or repair of the Property or the value, expense of operation, or income potential thereof or as to any other fact or condition which has or might affect the Property or the condition, topographyrepair, area and configuration value, expense of operation or income potential of the Real Property; Property or any portion thereof. 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 age Exhibits hereto annexed, which alone fully and condition of completely express their agreement, and that this Contract has been entered into after full investigation, or with the Improvements and Personal Property; parties satisfied with the existence of opportunity afforded for investigation, neither party relying upon any hazardous statement or representation by the other unless such statement or representation is specifically embodied in this Contract or the Exhibits annexed hereto or any document or instrument executed or delivered at Closing. Except as may be expressly provided for herein, Seller makes no representations or warranties as to whether the Property contains asbestos or harmful or toxic substances or materialspertaining to the extent, construction defects location or nature of same. Purchaser acknowledges that, notwithstanding Purchaser’s affiliate being the Property Manager, Seller has requested Purchaser to inspect fully the Property and investigate all matters relevant thereto and to rely solely upon the results of Purchaser’s own inspections or other matters which would information obtained or could necessitate abatement or remediation action otherwise available to Purchaser, rather than any information that may have been provided by Seller to Purchaser. BUYER HEREBY ACKNOWLEDGES THAT IT HAS READ AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542 (“SECTION 1542”), WHICH IS SET FORTH BELOW: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.” BY INITIALING BELOW, BUYER HEREBY WAIVES THE PROVISIONS OF SECTION 1542 SOLELY IN CONNECTION WITH THE MATTERS WHICH ARE THE SUBJECT OF THE FOREGOING WAIVERS AND RELEASES. BUYER FURTHER AGREES AND ACKNOWLEDGES THAT, IN GIVING THE FOREGOING WAIVER AND RELEASE, IT HAS WITH ITS LEGAL COUNSEL, CONSIDERED ANY STATUTE OR OTHER LAW THAT MIGHT APPLY TO AND LIMIT THE EFFECT OF PURCHASER’S WAIVER AND RELEASE HEREIN AND HEREBY KNOWINGLY WAIVES THE BENEFITS OF ANY SUCH LAW AND INTENDS THAT IT NOT BE APPLICABLE HERE: /s/ JF Buyer’s Initials The foregoing waivers and releases by Purchaser shall survive the Property's owner; any physical or mechanical defects in Closing and the Improvements or Personal Property; any easement, license or encroachment which is not a matter of public record, whether or not visible upon inspection recordation of the Property; Deed and shall not be deemed merged into the zoning and other land use regulations applicable to the Property; and any other matter relating to the Property including, but not limited to, value, title, income, feasibility, cost, marketing and investment return. Buyer acknowledges and agrees that Seller is not making any express or implied warranties or representations of any kind or character with respect to the Property. Buyer warrants and represents that it has not relied Deed upon and will not rely upon, either directly or indirectly, any warranty or representation of Seller not explicitly set forth in this Agreementits recordation.

As-Is Purchase. As a material inducement to Seller to execute this Agreement, Buyer acknowledges that it is purchasing the Property acknowledges, represents and warrants that, subject to and in reliance solely on: on the representations and warranties of Seller set forth in this Section 11, upon the satisfaction or waiver of the Contingencies (i) Buyer's inspection of the Real Property, the Personal Property and the Improvements; (ii) Buyer's independent verification of the truth of any documents made available to Buyer; and (iii) the opinions and advice concerning the Property of consultants and attorneys engaged by Buyer. Buyer acknowledges that before the expiration of the Due Diligence Period, Buyer will have performed all of its due diligence investigations of fully examined and inspected the Property, together with the Review Materials and such other documents and materials with respect to the Property as which Buyer deems appropriate, including engineering studies, soils tests, environmental surveys necessary or appropriate in connection with its investigation and testing, physical inspections, TLTA or other surveys, and market analyses as well as Buyer's evaluation of the condition and status of the Personal Property and Improvements and the operation and future prospects examination of the Property. On , (ii) Buyer will have accepted the Close of Escrow, Buyer accepts foregoing and the Property and all matters relating to the Property in their "as is" condition or status as of the Closing Date, including such matters as: soils and geological physical condition, topographyvalue, area presence/absence of Hazardous Substances, financing status, use, leasing, operation, tax status, income and configuration of the Real Property; the age and condition of the Improvements and Personal Property; the existence of any hazardous or toxic substances or materials, construction defects or other matters which would or could necessitate abatement or remediation action by the Property's owner; any physical or mechanical defects in the Improvements or Personal Property; any easement, license or encroachment which is not a matter of public record, whether or not visible upon inspection expenses of the Property; the zoning and other land use regulations applicable to the Property; and any other matter relating to the Property including, but not limited to, value, title, income, feasibility, cost, marketing and investment return. Buyer acknowledges and agrees that Seller is not making any express or implied warranties or representations of any kind or character (iii) except with respect to the Property. Buyer warrants Seller's representations and represents that it has not relied upon and will not rely upon, either directly or indirectly, any warranty or representation of Seller not explicitly warranties as set forth in this Section 11 (subject to the limitations set forth in this Section 11, including, without limitation, in subsections l and m), the Property will be purchased by Buyer "AS IS" and "WHERE IS" and with all faults and, upon Closing, Buyer shall assume responsibility for the physical condition of the Property and (iv) Buyer will have decided to purchase the Property solely on the basis of its own independent investigation. Except as expressly set forth herein or in Seller's Documents, Seller has not made, does not make, and has not authorized anyone else to make any representation as to the present or future physical condition, value, presence/absence of Hazardous Substances, financing status, leasing, operation, use, tax status, income and expenses or any other matter or thing pertaining to the Property, and Buyer acknowledges that no such representation or warranty has been made and that in entering into this Agreement it does not rely on any representation or warranty other than those expressly set forth in this Agreement or in Seller's Documents. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR IN SELLER'S DOCUMENTS, SELLER MAKES NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED OR ARISING BY OPERATION OF LAW, INCLUDING, WITHOUT LIMITATION, ANY WAY OF CONDITION, HABITABILITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROPERTY. Seller shall not be liable for or bound by any verbal or written statements, representations, real estate broker's "setups" or information pertaining to the Property furnished by any real estate broker, agent, employee, servant or any other person unless the same are specifically set forth in this Agreement or in Seller's Documents. The provisions of this Section l1.j. shall survive the Closing. If Buyer shall proceed to Closing with actual knowledge of any matter, or as to any matter set forth in the Review Materials which is in conflict with any of Seller's representations, warranties or indemnities made in this Agreement, Buyer shall be deemed to have waived such Seller's representations, warranties or indemnities to the extent inconsistent with such actual knowledge or the contents of such Review Materials.

As-Is Purchase. Buyer acknowledges that prior to Closing it will have had the opportunity to inspect the Property and observe the physical characteristics and condition of the Property and any and all other matters as to, concerning or with respect to any matter whatsoever relating to the Property or this Agreement or of concern to Buyer (“Property Condition”), including, but not limited to: title; the environmental condition of the Property (including the presence or absence of Hazardous Materials (as defined below) in, on, or about the Property); water, soil, pest and geological conditions of the Property; the Lease; the Contracts; the financial condition of the Property; the suitability of the Property for any and all activities and/or uses which may be conducted thereon; the compliance of or by the Property with any and all laws, rules, ordinances or regulations of any applicable governmental authority or body (including environmental, zoning, building codes, and the status of any development or use rights respecting the Property); the availability of permits, licenses and approvals respecting the Property; the economic or engineering feasibility of any alteration or renovation of the Property that may be contemplated by Buyer; the habitability, merchantability, marketability, profitability or fitness for a particular purpose of the Property; and the physical condition of the Improvements, including construction defects, deferred maintenance, and other adverse physical conditions or defects. Buyer further acknowledges and agrees that, except for any covenants, representations or warranties made by Seller or any Individual Seller herein or in any document delivered by or on behalf of Seller at Closing (collectively, the “Seller Closing Documents”), none of Seller, Individual Seller nor any Individual Seller’s employees, agents or representatives has made any representations, warranties or agreements, express or implied, by or on behalf of Seller or an Individual Seller as to any matters concerning the Property Condition. Except as otherwise expressly set forth in this Agreement or in the Seller Closing Documents, Seller and each Individual Seller disclaims any and all such statements and representations, and Buyer agrees that any inaccuracy or deficiency in information, advice or documents given to Buyer shall be solely the responsibility and risk of Buyer, and shall not be chargeable in any respect to any Individual Seller. Buyer acknowledges that it is purchasing not relying on any statement or representation, whether express or implied, oral or written, that has been made or that in the Property in reliance solely on: (i) Buyer's inspection of the Real Propertyfuture may be made by an Individual Seller or any Individual Seller’s employees, the Personal Property and the Improvements; (ii) Buyer's independent verification of the truth of any documents made available to Buyer; and (iii) the opinions and advice agents, attorneys or representatives concerning the Property of consultants and attorneys engaged Condition except for any covenants, representations or warranties made by BuyerSeller or any Individual Seller herein or in the Seller Closing Documents. Buyer acknowledges hereby acknowledges, agrees and represents that, except for any covenants, representations or warranties made by Seller or any Individual Seller herein or in the Seller Closing Documents, the Property is to be purchased, conveyed and accepted by Buyer in its present condition, “AS IS,” “WHERE IS” and “WITH ALL FAULTS,” and that before no patent or latent defect or deficiency in the expiration Property Condition whether or not known or discovered, shall affect the rights of either Seller or Buyer hereunder nor shall the Purchase Price be reduced as a consequence thereof. By the end of the Due Diligence Period, Buyer will have performed had the opportunity to examine, review and inspect all of its due diligence investigations of and with respect to the Property as Buyer deems appropriateCondition and other matters which, including engineering studiesin Buyer’s judgment, soils tests, environmental surveys and testing, physical inspections, TLTA or other surveys, and market analyses as well as Buyer's evaluation of the condition and status of the Personal Property and Improvements and the operation and future prospects of the Property. On the Close of Escrow, Buyer accepts bear upon the Property and all matters relating to its value and suitability for Buyer’s purposes. Upon Closing, Buyer will acquire the Property in their "as is" condition or status as solely on the basis of its own examinations, reviews and inspections, the Closing Date, including such matters as: soils and geological condition, topography, area and configuration of the Real Property; the age and condition of the Improvements and Personal Property; the existence of any hazardous or toxic substances or materials, construction defects or other matters which would or could necessitate abatement or remediation action title insurance protection afforded by the Property's owner; Title Policy and the covenants, representations or warranties made by Seller and any physical Individual Seller herein or mechanical defects in the Improvements or Personal Property; any easementSeller Closing Documents. UPON CLOSING, license or encroachment which is not a matter of public recordBUYER SHALL ASSUME THE RISK THAT PROPERTY CONDITIONS MAY NOT HAVE BEEN REVEALED BY BUYER’S INVESTIGATIONS. THE RELEASE AND WAIVER OF CLAIMS SET FORTH BELOW SHALL BE REFERRED TO AS THE “RELEASE.” UPON THE CLOSING, whether or not visible upon inspection of the Property; the zoning and other land use regulations applicable to the Property; and any other matter relating to the Property includingBUYER, but not limited toON ITS OWN BEHALF AND ON BEHALF OF EACH OF ITS SUCCESSORS AND ASSIGNS AND EACH AND ALL OF ITS AND THEIR RESPECTIVE MEMBERS, valuePARTNERS, titleOFFICERS, incomeDIRECTORS, feasibilityEMPLOYEES, costPARENTS, marketing and investment returnAFFILIATES AND SUBSIDIARIES, AND EACH OF THEIR RESPECTIVE SUCCESSORS AND ASSIGNS (COLLECTIVELY, “WAIVER PARTIES”) RELEASES SELLER, EACH INDIVIDUAL SELLER AND ITS RESPECTIVE MEMBERS, PARTNERS, AFFILIATES, PARENT BUSINESS ORGANIZATIONS, SUBSIDIARY BUSINESS ORGANIZATIONS, SHAREHOLDERS, OFFICERS, DIRECTORS, BENEFICIARIES, AGENTS, EMPLOYEES, ATTORNEYS AND REPRESENTATIVES AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS (COLLECTIVELY, “RELEASED PARTIES”) FROM, AND WAIVES ANY AND ALL LIABILITY, CLAIMS, DEMANDS, DAMAGES AND COSTS (INCLUDING ATTORNEYS’ FEES AND EXPENSES) OF ANY AND EVERY KIND OR CHARACTER, KNOWN OR UNKNOWN, FOR, ARISING OUT OF, OR ATTRIBUTABLE TO, ANY AND ALL PROPERTY CONDITIONS THAT IT HAS AGAINST SELLER, INCLUDING, WITHOUT LIMITATION, ANY AND ALL ACTUAL, THREATENED OR POTENTIAL CLAIMS, CLAIMS FOR CONTRIBUTION UNDER ENVIRONMENTAL LAWS (AS DEFINED BELOW), SUITS, PROCEEDINGS, ACTIONS, CAUSES OF ACTION, DEMANDS, LIABILITIES, LOSSES, OBLIGATIONS, ORDERS, REQUIREMENTS OR RESTRICTIONS, LIENS, PENALTIES, FINES, CHARGES, DEBTS, DAMAGES, COSTS, AND EXPENSES OF EVERY KIND AND NATURE, WHETHER NOW KNOWN OR UNKNOWN, WHETHER FORESEEABLE OR UNFORESEEABLE, WHETHER UNDER ANY FOREIGN, FEDERAL, STATE OR LOCAL LAW (BOTH STATUTORY AND NON-STATUTORY), AND, WHETHER ASSERTED OR DEMANDED BY A THIRD PARTY AGAINST ANY OF THE WAIVER PARTIES OR INCURRED DIRECTLY OR INDIRECTLY BY ANY OF THE WAIVER PARTIES THEMSELVES, THAT ANY OF THE WAIVER PARTIES MAY NOW OR HEREAFTER HAVE AGAINST ANY OF THE RELEASED PARTIES (COLLECTIVELY, “CLAIMS”), AND THAT ARISE IN CONNECTION WITH OR IN ANY WAY ARE RELATED TO (I) THE PHYSICAL CONDITION OF THE PROPERTY, THE FINANCIAL CONDITION OF THE PROPERTY, OR THE FINANCIAL CONDITIONS OF THE TENANT UNDER THE LEASE, THE VALUE OF THE PROPERTY OR ITS SUITABILITY FOR BUYER’S USE, THE STATUS OF THE LEASE OR OF THE TENANTS THEREUNDER, THE OWNERSHIP, MANAGEMENT OR OPERATION OF THE PROPERTY, INCLUDING ANY CLAIM OR DEMAND BY ANY TENANT FOR THE REFUND OR RETURN OF ANY SECURITY DEPOSIT OR OTHER DEPOSIT, OR THE ACCURACY OR COMPLETENESS OF ANY INFORMATION REVIEWED BY BUYER IN CONNECTION WITH ITS INVESTIGATIONS OF THE PROPERTY AND WHICH MAY HAVE BEEN RELIED UPON BY BUYER IN DECIDING TO PURCHASE THE PROPERTY, (II) ANY HANDLING (AS DEFINED BELOW) OF ANY WASTE MATERIALS (DEFINED BELOW) OR HAZARDOUS MATERIALS (AS DEFINED BELOW) AT, BENEATH, TO, FROM, OR ABOUT THE PROPERTY, (III) ANY COMPLIANCE OR NON-COMPLIANCE WITH ENVIRONMENTAL LAWS REGARDING ANY WASTE MATERIALS, HAZARDOUS MATERIALS OR ANY HANDLING RELATED THERETO AT, BENEATH, TO, FROM, OR ABOUT THE PROPERTY, (IV) ANY ACTS, OMISSIONS, SERVICES OR OTHER CONDUCT RELATED TO ANY OF THE FOREGOING ITEMS “(I)” THROUGH “(III),” INCLUSIVE, AND/OR (V) ANY CONDITION, ACTIVITY, OR OTHER MATTER RESPECTING THE PROPERTY THAT IS NOT ADDRESSED BY ANY OF THE FOREGOING ITEMS “(I)” THROUGH “(IV),” INCLUSIVE. Buyer acknowledges and agrees that Seller is not making any express or implied warranties or representations of any kind or character with respect to the PropertyBUYER ACKNOWLEDGES THAT ANY CONDITION OF THE PROPERTY WHICH BUYER DISCOVERS OR DESIRES TO CORRECT OR IMPROVE PRIOR TO OR AFTER THE CLOSING DATE SHALL BE AT BUYER’S SOLE EXPENSE. Buyer warrants and represents that it has not relied upon and will not rely uponTHIS RELEASE SHALL SURVIVE THE CLOSE OF ESCROW AND THE RECORDING OF THE DEED CONVEYING THE PROPERTY FROM SELLER TO BUYER. TO THE FULLEST EXTENT PERMITTED BY LAW, either directly or indirectlyBUYER HEREBY EXPRESSLY AND SPECIFICALLY WAIVES ALL CLAIMS WHICH THE BUYER DOES NOT KNOW OF OR SUSPECT TO EXIST IN ITS FAVOR AT THE TIME OF EXECUTING THIS AGREEMENT, any warranty or representation of Seller not explicitly set forth WHICH IF KNOWN BY IT MUST HAVE MATERIALLY AFFECTED ITS PURCHASE OF THE PROPERTY. NOTWITHSTANDING THE FOREGOING, NOTHING IN THIS SECTION 4(I) SHALL LIMIT SELLER’S LIABILITY AS PROVIDED IN THIS AGREEMENT, NOR SHALL THIS SECTION 4(I) SERVE TO RELEASE SELLER WITH RESPECT TO SELLER’S FRAUD OR SELLER’S BREACH OF ANY OF ITS REPRESENTATIONS, WARRANTIES, COVENANTS, AND INDEMNITIES OR SELLER’S LIABILITIES OR OBLIGATIONS UNDER THIS AGREEMENT OR ANY SELLER CLOSING DOCUMENT. FURTHER NOTWITHSTANDING THE RELEASE SET FORTH IN THIS SECTION 4(I), BUYER SHALL HAVE THE RIGHT TO DEFEND ANY GOVERNMENTAL OR THIRD PARTY ENVIRONMENTAL OR OTHER CLAIM ASSERTED AGAINST BUYER AFTER CLOSING WITH RESPECT TO ANY ENVIRONMENTAL OR OTHER MATTER OCCURRING PRIOR TO THE CLOSING BY ALLEGING THAT SELLER AND NOT BUYER IS LIABLE FOR SUCH CLAIMS. BUYER EXPRESSLY ACKNOWLEDGES THAT IT MAY HEREAFTER DISCOVER FACTS DIFFERENT FROM OR IN ADDITION TO THOSE, WHICH IT NOW BELIEVES TO BE TRUE WITH RESPECT TO THE RELEASE OF CLAIMS. SUBJECT TO THE OTHER PROVISIONS OF THIS SECTION 4(I), BUYER AGREES THAT THE FOREGOING RELEASE SHALL BE AND REMAIN EFFECTIVE IN ALL RESPECTS NOTWITHSTANDING SUCH DIFFERENT OR ADDITIONAL FACTS. As used in this Agreement., the following terms have the following definitions:

As-Is Purchase. Buyer acknowledges hereby represents and warrants and agrees that it is purchasing (a) except as explicitly set forth herein, there are no representations or warranties of any kind whatsoever, express or implied, made by Seller its agents or its representatives in connection with this Agreement, the purchase of the Property in reliance solely on: (i) by Buyer's inspection , the physical condition of the Real Property, the Personal square footage or configuration of the Property and or whether the ImprovementsProperty complies with applicable laws or is appropriate for Buyer’s intended use; (iib) Buyer's independent verification of on or prior to the truth of any documents made available to Buyer; and (iii) the opinions and advice concerning the Property of consultants and attorneys engaged by Buyer. Buyer acknowledges that before the expiration of the Due Diligence PeriodContingency Date, Buyer will have performed all of its due diligence investigations of and with respect (or will have chosen not to the Property as Buyer deems appropriate, including engineering studies, soils tests, environmental surveys and testing, physical inspections, TLTA or other surveys, and market analyses as well as Buyer's evaluation of the condition and status of the Personal Property and Improvements and the operation and future prospects of the Property. On the Close of Escrow, Buyer accepts have) fully investigated the Property and all matters pertaining thereto; (c) except as explicitly set forth herein, Buyer is not relying on any statement or representation of Seller, its agents or its representatives or on any information supplied by Seller, its agents or its representatives; (d) except for the representations or warranties of Seller set forth herein, Buyer, in entering into this Agreement and in completing its purchase of the Property, is relying entirely on its own investigation of the Property based on its extensive experience in and knowledge of real property in the areas where the Property is located; (e) on or prior to the Contingency Date, Buyer will be aware (or will have chosen not to be aware) of all zoning regulations, other governmental requirements, site and physical conditions, and other matters affecting the use and condition of the Property; (f) except for the representations or warranties of Seller set forth herein, Buyer’s election to proceed with the purchase the Property following the Contingency Date on the terms and conditions hereof shall be made solely and exclusively in reliance on Buyer’s own review, inspection and investigation of the Property and of materials, documents, information and studies relating to the Property or the condition of title thereto (including, without limitation, any information obtained through Buyer’s Investigations and/or Physical Testing of the Property); and (g) Buyer shall purchase the Property in their "as is" its “AS-IS” condition or status as of the date of Closing Datewith no warranties, including such matters as: soils and geological conditionexpress or implied, topographyat law or in equity, area and configuration of the Real Property; the age and condition of the Improvements and Personal Property; the existence of any hazardous or toxic substances or materials, construction defects or other matters which would or could necessitate abatement or remediation action by the Property's owner; any physical or mechanical defects in the Improvements or Personal Property; any easement, license or encroachment which is not a matter of public record, whether or not visible upon inspection of the Property; the zoning and other land use regulations applicable to the Property; and any other matter relating to the Property including, but not limited to, value, title, income, feasibility, cost, marketing and investment return. Buyer acknowledges and agrees that Seller is not making any express or implied warranties or representations of any kind or character with respect to the Property. Buyer warrants and represents that it has not relied upon and will not rely upon, either directly or indirectlywithout limitation, any warranty of condition, habitability, merchantability or representation of Seller not explicitly fitness for a particular purpose other than Seller’s representations and warranties as expressly set forth in this AgreementSection 7.1 above.

As-Is Purchase. i. Buyer acknowledges that prior to Closing it is purchasing will have had the opportunity to inspect the Property in reliance solely on: (i) Buyer's inspection and observe the physical characteristics and condition of the Real Property, the Personal Property and the Improvements; (ii) Buyer's independent verification of the truth of any documents made available to Buyer; and (iii) the opinions and advice all other matters, as to, concerning the Property of consultants and attorneys engaged by Buyer. Buyer acknowledges that before the expiration of the Due Diligence Period, Buyer will have performed all of its due diligence investigations of and or with respect to the Property as Buyer deems appropriate, including engineering studies, soils tests, environmental surveys and testing, physical inspections, TLTA or other surveys, and market analyses as well as Buyer's evaluation of the condition and status of the Personal Property and Improvements and the operation and future prospects of the Property. On the Close of Escrow, Buyer accepts the Property and all matters any matter whatsoever relating to the Property in their "as is" condition or status as this Agreement or of the Closing Dateconcern to Buyer (“Property Condition”), including such matters as: soils and geological condition, topography, area and configuration of the Real Property; the age and condition of the Improvements and Personal Property; the existence of any hazardous or toxic substances or materials, construction defects or other matters which would or could necessitate abatement or remediation action by the Property's owner; any physical or mechanical defects in the Improvements or Personal Property; any easement, license or encroachment which is not a matter of public record, whether or not visible upon inspection of the Property; the zoning and other land use regulations applicable to the Property; and any other matter relating to the Property including, but not limited to: title; the environmental condition of the Property (including the presence or absence of Hazardous Materials (as defined below) in, valueon, titleor about the Property); water, incomesoil, feasibilitypest and geological conditions of the Property; the Leases; the Contracts; the financial condition of the Property; the suitability of the Property for any and all activities and/or uses which may be conducted thereon; the compliance of or by the Property with any and all laws, costrules, marketing ordinances or regulations of any applicable governmental authority or body (including environmental, zoning, building codes, and investment returnthe status of any development or use rights respecting the Property); the availability of permits, licenses and approvals respecting the Property; the economic or engineering feasibility of any alteration or renovation of the Property that may be contemplated by Buyer; the habitability, merchantability, marketability, profitability or fitness for a particular purpose of the Property; and the physical condition of the Improvements, including construction defects, deferred maintenance, and other adverse physical conditions or defects. Buyer further acknowledges and agrees that Seller is not making that, except for any express or implied representations, warranties or representations agreements made by Seller herein, neither Seller nor any of Seller’s employees, agents or representatives have made any kind representations, warranties or character with respect to the Property. Buyer warrants and represents that it has not relied upon and will not rely uponagreements, either directly express or indirectlyimplied, any warranty by or representation on behalf of Seller not explicitly as to any matters concerning the Property Condition. Except as otherwise expressly set forth in this Agreement, Seller disclaims any and all such statements and representations, and Buyer agrees that any inaccuracy or deficiency in information, advice or documents given to Buyer shall be solely the responsibility and risk of Buyer, and shall not be chargeable in any respect to Seller. Buyer acknowledges that it is not relying on any statement or representation, whether express or implied, oral or written, that has been made or that in the future may be made by Seller or any of Seller’s employees, agents, attorneys or representatives concerning the Property Condition.

As-Is Purchase. Buyer acknowledges represents and warrants to Seller that it is purchasing Buyer has independently and personally inspected the Property and improvements, if any, and the Buyer has entered into this Agreement based upon such personal examination and inspection. Except for the representations made by Seller in reliance solely on: (i) this Agreement or as otherwise set forth herein, Buyer agrees that Buyer will accept the Property, at Close of Escrow, in its then condition, AS-IS, WHERE-IS and WITH ALL FAULTS ACCEPTED, including without limitation, those faults and conditions specifically referenced in this Agreement. The Purchase Price has been negotiated with the mutual understanding that Buyer's inspection costs associated with ownership, development, operation and management of the Real Property, the Personal Property and the Improvements; (ii) Buyer's independent verification of the truth of any documents made available to Buyer; and (iii) the opinions and advice concerning the Property of consultants and attorneys engaged by Buyerare uncertain. Buyer acknowledges that before the expiration neither Seller nor its agents have made any representation or warranty (except for those set forth above), express or implied, written or oral, to Buyer or any agent of the Due Diligence Period, Buyer will have performed all of its due diligence investigations of and with respect to any matter concerning the Property, including without limitation, its physical condition. Buyer acknowledges that neither Seller nor its agents have made any representation or warranty to Buyer concerning the income that can be expected from the Property as Buyer deems appropriateor expenses to be generated by operation, including engineering studiesdevelopment, soils tests, environmental surveys and testing, physical inspections, TLTA or other surveys, and market analyses as well as Buyer's evaluation of the condition and status of the Personal Property and Improvements and the operation and future prospects management of the Property. On In purchasing the Close of EscrowProperty, Buyer accepts conducted a thorough inspection and review of the Property and all matters relating subject to the Property in their "as is" condition or status as terms of this Agreement, has relied entirely on its own independent investigation and analysis of the Closing Date, including such matters as: soils Property and geological condition, topography, area and configuration of the Real Property; the age and condition of the Improvements and Personal Property; the existence of any hazardous or toxic substances or materials, construction defects or other matters which would or could necessitate abatement or remediation action by the Property's owner; any physical or mechanical defects in the Improvements or Personal Property; any easement, license or encroachment which is not a matter of public record, whether or not visible upon inspection of the Property; the zoning and other land use regulations applicable to the Property; and any other matter relating to the Property including, but not limited to, value, title, income, feasibility, cost, marketing and investment return. Buyer acknowledges and agrees that Seller is not making any express or implied warranties or representations of any kind or character with respect to the Property. Buyer warrants and represents that it has not relied upon and will not rely upon, either directly or indirectly, any warranty or representation of Seller not explicitly except as expressly set forth in this Agreement, (i) Seller has not made any representation or warranty, expressed or implied, written or oral, to Buyer concerning any of the matters described above, or any other matter, and (ii) any oral or written information supplied by Seller to Buyer in respect of the Property was intended by Seller and has been used by Buyer solely as a basis for Buyer to conduct its own investigation and analysis of the Property and except as expressly set forth in this Agreement, Buyer has not relied on any such written or oral information supplied or provided by Seller to Buyer. It is not contemplated that the Purchase Price will be increased it these costs prove to be less than expected nor will the Purchase Price be reduced if the Buyer's plan leads to higher cost projections. The sole remedy of the Buyer will be to terminate this Agreement as provided herein prior to the end of the Contingency Period.

As-Is Purchase. Except as otherwise expressly provided in this Agreement, Buyer acknowledges that it is purchasing the Property in reliance solely on: (i) Buyer's inspection of the Real Property, the Personal Property on an “as is,” “where is,” and the Improvements; (ii) Buyer's independent verification of the truth of any documents made available to Buyer; and (iii) the opinions and advice concerning the Property of consultants and attorneys engaged by Buyer“with all faults” basis. Buyer acknowledges that before the expiration is relying upon Buyer’s own independent investigation of the Due Diligence Period, Buyer will have performed all of its due diligence investigations of and with respect to the Property as Buyer deems appropriate, including engineering studies, soils tests, environmental surveys and testing, physical inspections, TLTA or other surveys, and market analyses as well as Buyer's evaluation of the condition and status of the Personal Property and Improvements and the operation and future prospects of the Property. On the Close of Escrow, Buyer accepts the Property and all matters relating to the Property in their "as is" condition or status as of the Closing Date, including such matters as: soils entering into this Agreement and geological condition, topography, area and configuration of the Real Property; the age and condition of the Improvements and Personal Property; the existence of any hazardous or toxic substances or materials, construction defects or other matters which would or could necessitate abatement or remediation action by purchasing the Property's owner; any physical or mechanical defects in the Improvements or Personal Property; any easement, license or encroachment which is not a matter of public record, whether or not visible upon inspection of the Property; the zoning and other land use regulations applicable to the Property; and any other matter relating to the Property including, but not limited to, value, title, income, feasibility, cost, marketing and investment return. Buyer acknowledges and agrees that Seller is not making any express or implied warranties or representations of any kind or character with respect to the Property. Buyer warrants and represents that it has not relied upon and will not rely upon, either directly or indirectly, any warranty or representation of Seller not explicitly except as specifically set forth in this Agreement, Seller, its partners, officers, agents, employees and representatives have made no representations, warranties or agreements as to the physical condition of the Property or any improvements thereon or in connection with any matter, report or information (including with respect to the accuracy or completeness of the Due Diligence Materials and Other Documents) relating to the Property’s condition, value, fitness, use, income or expense projections or zoning upon which Buyer has relied either directly or indirectly. Further, except as provided herein, Seller makes no representation or warranty as to any operative or proposed governmental laws and regulations (including but not limited to, zoning, environmental and land use laws and regulations) to which the Property may be subject. Buyer acknowledges that, except as provided herein, the purchase of the Property will be on the basis of Buyer’s own investigation of (i) the physical condition of the Property, including subsurface conditions, and any improvements thereon, and (ii) the operative or proposed governmental laws and regulations affecting or applicable to the Property. In addition to the foregoing, Buyer and anyone claiming by, through or under Buyer hereby waives its right to recover from and fully and irrevocably releases Seller and its partners, employees, representatives, agents, servants, attorneys, affiliates, successors and assigns (“Released Parties”) from any and all claims that it may now have or hereafter acquire against any of the Released Parties for any cost, loss, liability, damage, expense, demand, action or cause of action arising from or related to any defects or other physical conditions, latent or otherwise, including environmental matters, or any violation of applicable laws, and any and all other acts, omissions, events, circumstances, matters, conditions, operations or economic performance affecting the Property, or any portion thereof. This release includes claims of which Buyer is presently unaware or which Buyer does not presently suspect to exist which, if known by Buyer, would materially affect Buyer’s release of the Released Parties, but excludes claims based on the breach of this Agreement, including, without limitation, the truth and accuracy of all of Seller’s representations and warranties under Section 8 of this Agreement. BUYER SPECIFICALLY WAIVES THE PROVISION OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES AS FOLLOWS: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.  /s/ GOR Buyer’s Initials  The provisions of this Section 11 shall survive the Closing.

As-Is Purchase. Seller shall deliver the Property at the Closing in its "AS IS" condition. Except for and subject to the representations and warranties of Seller as are expressly set forth in this Agreement or in the Deed (as hereinafter defined), if any, (a) Buyer acknowledges and agrees that it Buyer is purchasing acquiring the Property in reliance solely on: its "AS IS'' condition, WITH ALL FAULTS, IF ANY, AND WITHOUT ANY WARRANTY, EXPRESS OR IMPLIED, and (ib) neither Seller nor any agents, representatives, or employees of Seller have made any representations or warranties, direct or indirect, oral or written, express or implied, to Buyer or Buyer's inspection of the Real Property, the Personal Property and the Improvements; (ii) Buyer's independent verification of the truth of any documents made available to Buyer; and (iii) the opinions and advice concerning the Property of consultants and attorneys engaged by Buyer. Buyer acknowledges that before the expiration of the Due Diligence Period, Buyer will have performed all of its due diligence investigations of and Agents with respect to the Property as Buyer deems appropriateor its operation, including engineering studies, soils tests, environmental surveys and testing, physical inspections, TLTA or other surveys, and market analyses as well as Buyer's evaluation without limitation the square footage of the Land or the Improvements thereon, the condition and status of the Personal Property and Improvements and the operation and future prospects of the Property, its fitness for any particular purpose, or its compliance with any laws, Seller expressly disclaims any such representations or warranties and Buyer is not aware of and does not rely upon any such representation or warranty of any other party. On Buyer acknowledges that the Close Feasibility Period will have afforded Buyer an adequate period of Escrow, Buyer accepts time and the opportunity to make such inspections (or have such inspections made by consultants) as it desires of the Property and all matters relating factors relevant to its use, and that Buyer has elected to go forward with the purchase of the Property in their "based on such examinations and inspections as is" condition or status as of the Closing Date, including such matters as: soils and geological condition, topography, area and configuration of the Real Property; the age and condition of the Improvements and Personal Property; the existence of any hazardous or toxic substances or materials, construction defects or other matters which would or could necessitate abatement or remediation action by the Property's owner; any physical or mechanical defects in the Improvements or Personal Property; any easement, license or encroachment which is not a matter of public record, whether or not visible upon inspection of the Property; the zoning and other land use regulations applicable Buyer has deemed appropriate to the Property; and any other matter relating to the Property including, but not limited to, value, title, income, feasibility, cost, marketing and investment returnmake. Buyer acknowledges agrees that, except as specifically provided in Section 3.1 of this Agreement, Seller has not made, does not make and agrees that Seller is not making specifically disclaims any express representations, warranties, covenants, agreements or implied warranties or representations guaranties of any kind or character whatsoever, whether express or implied, oral or written, past, present or future, concerning the Property and its operation, including without limitation, (a) the value of or income derived from the Property; (b) the suitability of the Property for Buyer's use, including without limitation any future development of the Property and the availability of utilities necessary to service the Property; (c) the habitability, merchantability, profitability, marketability or fitness for a particular purpose of the Property; (d) the nature, quality or condition of the water, drainage, undershoring, subsurface, soil and geology of the Property; (e) the nature, quality or condition of the interior, exterior and structure of all Improvements, including without limitation the square footage, state (or lack) of repair and absence of latent defects; (f) the compliance of or by the Property or its operation with respect all applicable law, rules, ordinances or regulations of any applicable governmental authority or entity, including without limitation any and all building codes, Environmental Laws (as defined in Section 6.5(b), below), land use laws and the Americans with Disabilities Act of 1990; (g) the presence or absence of hazardous materials at, on, under or adjacent to the Property; (h) the conformity of the Property with and the status of all zoning requirements, permitting requirements and other entitlements relevant to the use or contemplated use of the Property; and (i) the conformity of the Improvements to any plans or specifications for the Property, including any such plans and specifications included in the Property Documents. Buyer warrants BUYER ACKNOWLEDGES AND AGREES THAT ANY INFORMATION MADE AVAILABLE TO BUYER OR PROVIDED OR TO BE PROVIDED BY OR ON BEHALF OF SELLER WITH RESPECT TO THE PROPERTY WAS OBTAINED FROM A VARIETY OF SOURCES AND THAT NEITHER SELLER NOR ITS AGENTS HAVE MADE ANY INDEPENDENT INVESTIGATION OR VERIFICATION OF SUCH INFORMATION AND MAKES NO REPRESENTATIONS AS TO THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION EXCEPT AS MAY OTHERWISE BE EXPRESSLY PROVIDED HEREIN. BUYER FURTHER ACKNOWLEDGES AND AGREES THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SALE OF THE PROPERTY AS PROVIDED FOR HEREIN IS MADE ON AN "AS-IS" CONDITION AND BASIS, WITH ALL FAULTS. The provisions of this Section 6.4 shall survive the Closing and represents that it has not relied upon and will not rely upon, either directly or indirectly, any warranty or representation the delivery of Seller not explicitly set forth in this Agreementthe Deed.

As-Is Purchase. Buyer acknowledges represents and warrants to Seller that it is purchasing the Property in reliance solely on: (i) Buyer's inspection of the Real Property, the Personal Property and the Improvements; (ii) Buyer's independent verification of the truth of any documents made available to Buyer; and (iii) the opinions and advice concerning the Property of consultants and attorneys engaged by Buyer. Buyer acknowledges that before the expiration of the Due Diligence Period, Buyer will have performed all of its due diligence investigations of and with respect to the Property as Buyer deems appropriate, including engineering studies, soils tests, environmental surveys and testing, physical inspections, TLTA or other surveys, and market analyses as well as Buyer's evaluation of the condition and status of the Personal Property and Improvements and the operation and future prospects of the Property. On the Close of Escrow, Buyer accepts the Property and all matters relating to the Property in their "as is" condition or status as of the Closing Date, including such matters as: soils Buyer will have independently and geological condition, topography, area personally reviewed the Seller Interest and configuration of inspected and completed its due diligence regarding the Real Property; Property and will have satisfied itself as to the age and condition of the Improvements Seller Interest and Personal Property; the existence of any hazardous or toxic substances or materials, construction defects or other matters which would or could necessitate abatement or remediation action by the Property's owner; any physical or mechanical defects in the Improvements or Personal Property; any easement, license or encroachment which is not a matter of public record, whether or not visible upon inspection of the Property; the zoning and other land use regulations applicable to the Property; and any other matter relating to also the Property includingand the suitability of same for Buyer's intended use. EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT, THE SECURED INDEMNITY AGREEMENT AND/OR THE ASSIGNMENT, THE SALE OF THE SELLER INTEREST IS AND WILL BE MADE ON AN “AS IS,” “WHERE IS,” AND “WITH ALL FAULTS” BASIS, WITHOUT REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE, EXPRESS, IMPLIED OR OTHERWISE, INCLUDING BUT NOT LIMITED TO THE DISCLAIMED MATTERS. THIS COVENANT SHALL SURVIVE CLOSING. The Purchase Price has been negotiated with the mutual understanding that Buyer is purchasing the Seller Interest AS‑IS, but not limited towith the covenants, valueobligations, title, income, feasibility, cost, marketing representations and investment return. Buyer acknowledges and agrees that Seller is not making any express or implied warranties or representations of any kind or character with respect to the Property. Buyer warrants and represents that it has not relied upon and will not rely upon, either directly or indirectly, any warranty or representation of Seller not explicitly set forth in this Agreement, the Secured Indemnity Agreement and the Assignment. Buyer specifically acknowledges and agrees that, except with respect to Seller's covenants and obligations in Section 1.6.3, Seller's representations and warranties set forth in Section 4 of this Agreement and/or in the Assignment, and Seller's covenants and obligations in the Secured Indemnity Agreement, Buyer, on behalf of itself and all of its partners, officers, employees, representatives and affiliated entities hereby waives, releases and discharges any claim it has, might have had or may have against Seller with respect to the Disclaimed Matters.

As-Is Purchase. Buyer acknowledges that it is purchasing the Property in reliance solely on: (i) Buyer's inspection of the Real Property, the Personal Property and the Improvements; (ii) Buyer's independent verification of the truth of any documents made available to Buyer; and (iii) the opinions and advice concerning the Property of consultants and attorneys engaged by Buyer. Buyer acknowledges that before the expiration of the Due Diligence Period, Buyer will have performed all of its due diligence had the opportunity to conduct prior to the Closing Date, such studies and investigations of and with respect to the Property as Buyer deems appropriate, including engineering studies, soils tests, environmental surveys and testing, physical inspections, TLTA or other surveysdesires, and market analyses as well as Buyer's evaluation of that Buyer will have had the right to observe to its satisfaction, and will have observed to its satisfaction, the physical characteristics and condition and status of the Personal Property and Improvements and the operation and future prospects of the Property. On Nothing contained in this Section 4(d) shall (i) limit the Close representations, warranties or indemnities made by WHTS under the WHTS Closing Certificate or the other Closing Documents or Buyer's rights and remedies against WHTS thereunder or (ii) limit the representations or warranties made by Seller under the Seller Closing Certificate and/or Section 5.1 of Escrowthis Agreement. Except as expressly set forth in the Closing Documents or this Agreement, Buyer accepts acknowledges and agrees that the Property is to be purchased and all matters relating to the Property accepted by Buyer in their "as is" its condition or status as of the Closing Date, including such matters as: soils "AS IS", without any implied or express warranty or representation by Seller or anyone acting or purporting to act on Seller's behalf ("Seller's Agents"), and geological conditionwith all patent and latent defects. No representations or warranties, topography, area and configuration of the Real Property; the age and condition of the Improvements and Personal Property; the existence of any hazardous or toxic substances or materials, construction defects or other matters which would or could necessitate abatement or remediation action by the Property's owner; any physical or mechanical defects in the Improvements or Personal Property; any easement, license or encroachment which is not a matter of public record, whether or not visible upon inspection of the Property; the zoning and other land use regulations applicable to the Property; and any other matter relating to the Property including, but not limited to, value, title, income, feasibility, cost, marketing and investment return. Buyer acknowledges and agrees that Seller is not making any express or implied warranties regarding the Property or representations of any kind matters affecting the Property have been or character will be made with respect to the Property or the subject matter of this Agreement (i) by Seller or Seller's Agents, except as expressly set forth in the Seller Closing Certificate and/or Section 5.1 of this Agreement, or (ii) by any other person or entity (including without limitation WHTS, or anyone acting or claiming to act on WHTS' behalf (other than Seller and Seller's Agents)), except as expressly set forth in the Closing Documents. Without limiting the foregoing, Buyer acknowledges that no representation is or will be made concerning the physical condition, environmental, economic, or legal condition of the Property, title to or the boundaries of the Property, topography, climate, air, water rights, utilities, leases, water, present and future zoning, physical condition, soil condition, pest control matters, engineering characteristics, traffic patterns, purposes to which the Property may be suited, value, potential for development, contamination, drainage, access to public roads, proposed routes of roads or extensions thereof, and compliance with building, health, safety laws, Environmental Laws, land use laws and regulations to which the Property may be subject or any other matter in any way affecting the Property, or the use or ownership thereof (herein collectively the "Property Matters") (i) by Seller or Seller's Agents, except as expressly set forth in the Seller Closing Certificate and/or Section 5.1 of this Agreement, or (ii) by any other person or entity (including, without limitation, WHTS or anyone acting or claiming to act on WHTS' behalf (other than Seller and Seller's Agents)), except as expressly set forth in the Closing Documents. Buyer warrants acknowledges that, although Seller has disclosed, made available, or caused WHTS to make available documents and represents reports concerning the Property, that Seller cannot and does not make any warranty or representation whatsoever concerning the completeness or the accuracy of information contained in such documents and reports and that Buyer is not relying upon any such representations and warranties, other than (i) with respect to Seller and Seller's Agents, those expressly set forth in the Seller Closing Certificate and/or Section 5.1 of this Agreement, and (ii) with respect to any other person or entity (including, without limitation, WHTS and those acting or purporting to act on behalf of WHTS (other than Seller and Seller's Agents)), those expressly set forth in the Closing Documents. Buyer further acknowledges that it has not relied upon and will not rely uponreceived from Seller, either directly WHTS or indirectlyanyone acting or claiming to act on their behalf, any warranty accounting, tax, legal, architectural, engineering, property management, environmental or representation other advice with respect to this transaction and is relying solely upon the advice of its own accounting, tax, legal, architectural, engineering, property management, environmental and other advisors. Furthermore, the representations and warranties of Seller not explicitly and Seller's Agents set forth in this AgreementAgreement or otherwise made in any form (other than in the Seller's Closing Certificate) are merged into the deed at the closing.

As-Is Purchase. Except as otherwise provided in this Agreement, Buyer agrees that, there are no representations or warranties made by, or on behalf of, Seller in connection with this Agreement or as to any matters concerning the Property, including but not limited to the condition, acreage, topography, climate, water, water rights, utilities, present or future zoning or entitlement, soil, subsoil, hazardous materials (including without limitation asbestos), the purpose for which the Property is suited, drainage, access to public roads, proposed routes of roads or extensions thereof. The Property will be sold by Seller and purchased by Buyer “AS IS AND WITH ALL FAULTS” and without representation by Seller, and no patent or latent condition affecting the Property in any way, whether known or unknown, discoverable or hereafter discovered, shall affect any of Buyer’s obligations contained in this Agreement or give rise to any right of damages, liability, claim, rescission or otherwise against Seller, except as otherwise provided herein. Buyer is an experienced and knowledgeable Nevada public charter school and will be relying solely upon Xxxxx’s own inspections, investigations and analysis of the Property in purchasing the Property, and except as otherwise provided in this Agreement, 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 of the foregoing matters. Buyer specifically acknowledges and agrees that it Seller is selling and Buyer is purchasing the Property on an “AS IS, WITH ALL FAULTS” basis and that Buyer is not relying on any representations or warranties of any kind whatsoever, express or implied, from Seller, its agents or brokers as to any matters concerning the Property, except as expressly set forth in reliance solely onthis Agreement, including, without limitation: (i) Buyer's inspection of the Real Propertyquality, the Personal Property nature, adequacy and the Improvements; (ii) Buyer's independent verification of the truth of any documents made available to Buyer; and (iii) the opinions and advice concerning the Property of consultants and attorneys engaged by Buyer. Buyer acknowledges that before the expiration of the Due Diligence Period, Buyer will have performed all of its due diligence investigations of and with respect to the Property as Buyer deems appropriate, including engineering studies, soils tests, environmental surveys and testing, physical inspections, TLTA or other surveys, and market analyses as well as Buyer's evaluation of the condition and status of the Personal Property and Improvements and the operation and future prospects aspects of the Property. On the Close of Escrow, Buyer accepts the Property and all matters relating to the Property in their "as is" condition or status as of the Closing Date, including such matters as: soils and geological condition, topography, area and configuration of the Real Property; the age and condition of the Improvements and Personal Property; the existence of any hazardous or toxic substances or materials, construction defects or other matters which would or could necessitate abatement or remediation action by the Property's owner; any physical or mechanical defects in the Improvements or Personal Property; any easement, license or encroachment which is not a matter of public record, whether or not visible upon inspection of the Property; the zoning and other land use regulations applicable to the Property; and any other matter relating to the Property including, but not limited to, valueappurtenances, titleaccess, incomesewage and utility systems, feasibilityand the square footage of the Property, cost(ii) the quality, marketing nature, adequacy, and investment returnphysical condition of soils, geology and any groundwater, (iii) the existence, quality, nature, adequacy and physical condition of utilities serving the Property, (iv) the development potential of the Property, and the Property’s use, habitability, merchantability, or fitness, suitability, value or adequacy of the Property for any particular purpose, (v) the zoning or other legal status of the Property or any other public or private restrictions on use of the Property; (vi) the compliance of the Property with any applicable codes, laws, regulations, statutes, ordinances, covenants, conditions and restrictions of any governmental or quasi-governmental entity or of any other person or entity, including without limitation Buyer’s ability or inability to obtain or maintain building permits, either temporary or final certificates of occupancy or other licenses for the use or operation of the Property, and/or certificates of compliance for the Property, (vii) the presence of hazardous materials on, under or about the Property or the adjoining or neighboring property, and (viii) the economics of the Property, including without limitation the actual or potential income or profits to be derived from the Property and the real estate taxes or assessments now or hereafter payable thereon. Buyer acknowledges agrees that, other than as expressly stated herein, there are no representations or warranties made by or on behalf of Seller in connection with this Agreement, related documents, assignments or conveyances related to this transaction, or any other matters concerning the Property, including but not limited to the condition, acreage, topography, climate, utilities, seisin, possession, present or future zoning or entitlements, soil, subsoil, hazardous materials (including without limitation asbestos), the Deed, the purposes for which the Property is suited, drainage, access to public roads, proposed routes of roads or extensions thereof. As used in this Agreement, “applicable codes, laws, regulations, statutes” and agrees that Seller is not making any express “ordinances” include without limitation the Americans With Disabilities Act (42 U.S.C. Section 12101, et seq.), the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (42 U.S.C. Sections 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 (14 U.S.C. Section 1401, et seq.); the Hazardous Materials Transportation Act (49 U.S.C. Section 1801, et seq.); the Toxic Substance Control Act (15 U.S.C. Section 2601, et seq.); and all similar and related United States or implied warranties other applicable Nevada laws regarding or representations of any kind or character with respect to affecting the Property. Buyer warrants and represents that it has not relied upon and will not rely uponAlso, either directly or indirectly, any warranty or representation of Seller not explicitly set forth as used in this AgreementAgreement “hazardous materials” shall mean any substance, water or material which has been determined by any state, federal or local government authority to be capable of posing a risk or injury to health, safety and property, including, but not limited to, all of those materials, wastes and substances, designated as hazardous or toxic by U.S. Environmental Protection Agency, the U.S. Department of Labor, and the U.S. Department of Transportation and/or any other governmental agency now or hereafter authorized to regulate.

As-Is Purchase. Except for Seller's express representations and warranties set forth in this Agreement and any other document executed by Seller in connection with this transaction and Seller's covenants, in entering into this Agreement, Buyer acknowledges that it is purchasing relying, and will rely, solely upon its own inspection, investigation and analyses of the Property in reliance solely on: (i) Buyer's inspection including without limitation the title condition of the Real Property, the Personal Property and the Improvements; (ii) Buyer's independent verification of the truth 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 documents made available to Buyer; nature whatsoever regarding any such matters. Except for Seller's representations and (iii) the opinions warranties set forth in in this Agreement and advice concerning the Property of consultants any other document executed by Seller in connection with this transaction and attorneys engaged by Buyer. Buyer acknowledges that before the expiration of the Due Diligence PeriodSeller's express covenants in this Agreement, Buyer will have performed all of its due diligence investigations of and with respect to the Property as Buyer deems appropriate, including engineering studies, soils tests, environmental surveys and testing, physical inspections, TLTA or other surveys, and market analyses as well as Buyer's evaluation of the condition and status of the Personal Property and Improvements and the operation and future prospects of acquire the Property. On , if at all, "AS IS" "WHERE IS," in its condition existing at the Close of Escrow, Buyer accepts and without representation or warranty by Seller or its representatives as to any matter, whether or not expressly mentioned herein, including, without limitation, including (without limitation) the feasibility of developing the Property for the purposes intended by Buyer, the size and all matters relating to the Property in their "as is" condition or status as dimensions of the Closing DateProperty, including such matters as: soils the availability, costs and geological conditionadequacy of water, topography, area sewage and configuration of any utilities serving or required to serve the Real Property; the age presence and adequacy of current or required infrastructure or other improvements on, near or affecting the Property ; any surface, soil, subsoil, fill or other physical conditions of or affecting the Property such as climate, geological, drainage, air, water, or mineral conditions; the condition of title to the Improvements and Personal Property; the existence of governmental laws, statutes, rules, regulations, ordinances, limitations, restrictions or requirements concerning the use, density, location or suitability of the Property for any hazardous existing or toxic substances or materialsproposed development thereof including but not limited to zoning, construction defects building, subdivision, environmental, or other matters which would such regulations; the necessity or could necessitate abatement availability of any general or remediation action by the Property's ownerspecific plan amendments, rezoning, zoning variances, conditional use permits, building permits, environmental impact reports, parcel or subdivision maps and public reports, and requirements of any improvement agreements; any physical or mechanical defects in the Improvements or Personal Property; any easement, license or encroachment which is not a matter of public record, whether or not visible upon inspection requirements of the PropertyCalifornia Department of Real Estate, the California Subdivided Lands Act, the California Subdivision Map Act, Buyer’s post-Closing obligations under the Xxxxxx Act, Surplus Land Act compliance, and other governmental permits approvals or acts; the zoning and other land use necessity or existence of any dedications, taxes, fees, charges, costs or assessments which may be imposed in connection with any governmental regulations applicable to or the obtaining of any required governmental permits; the presence of endangered plant or animal species upon the Property; and any other matter relating to all of the Property includingmatters concerning the condition, but not limited touse, value, title, income, feasibility, cost, marketing and investment return. Buyer acknowledges and agrees that Seller is not making any express development or implied warranties or representations sale of any kind or character with respect to the Property. Buyer warrants and represents that it has not relied upon and will not rely uponNo patent or latent condition affecting the Property in any way, either directly whether known or indirectlydiscoverable or hereafter discovered, any warranty or representation of Seller not explicitly set forth shall affect Buyer's obligations contained in this AgreementDocuSign Envelope ID: AB54E5F9-3D33-4790-B13C-D897BE898688 be five (5) Business Days after receipt of such notice in the event Buyer fails to deliver the balance of the Purchase Price by the Closing Date as required under Sections 2.4 and 9.2.1(a). The parties agree to reasonably cooperate with each other in any and all attempts by each other to cure any default within any applicable default cure period.

As-Is Purchase. As a material inducement to Seller to execute -------------- this Agreement, Buyer acknowledges that it is purchasing the Property acknowledges, represents and warrants that, subject to and in reliance solely on: on the representations and warranties of Seller set forth in Section this Section 11, upon the satisfaction or waiver of the Contingencies (i) Buyer's inspection of the Real Property, the Personal Property and the Improvements; (ii) Buyer's independent verification of the truth of any documents made available to Buyer; and (iii) the opinions and advice concerning the Property of consultants and attorneys engaged by Buyer. Buyer acknowledges that before the expiration of the Due Diligence Period, Buyer will have performed all of its due diligence investigations of fully examined and inspected the Property, together with the Review Materials and such other documents and materials with respect to the Property as which Buyer deems appropriate, including engineering studies, soils tests, environmental surveys necessary or appropriate in connection with its investigation and testing, physical inspections, TLTA or other surveys, and market analyses as well as Buyer's evaluation of the condition and status of the Personal Property and Improvements and the operation and future prospects examination of the Property. On , (ii) Buyer will have accepted the Close foregoing and the physical condition, value, presence/absence of EscrowHazardous Substances, financing status, use, leasing, operation, tax status, income and expenses of the Property, (iii) except as provided in Section 13.e hereof with respect to Seller's Work and as provided in Section 16, the Property will be purchased by Buyer "AS IS" and "WHERE IS" and with all faults and, upon Closing, Buyer accepts shall assume responsibility for the physical condition of the Property and all matters relating (iv) Buyer will have decided to purchase the Property solely on the basis of its own independent investigation. Except as expressly set forth herein or in Seller's Documents, Seller has not made, does not make, and has not authorized anyone else to make any representation as to the Property in their "as is" condition present or status as of the Closing Date, including such matters as: soils and geological future physical condition, topographyvalue, area presence/absence of Hazardous Substances, financing status, leasing, operation, use, tax status, income and configuration of the Real Property; the age and condition of the Improvements and Personal Property; the existence of expenses or any hazardous other matter or toxic substances or materials, construction defects or other matters which would or could necessitate abatement or remediation action by the Property's owner; any physical or mechanical defects in the Improvements or Personal Property; any easement, license or encroachment which is not a matter of public record, whether or not visible upon inspection of the Property; the zoning and other land use regulations applicable thing pertaining to the Property; , and any other matter relating to the Property including, but not limited to, value, title, income, feasibility, cost, marketing and investment return. Buyer acknowledges that no such representation or warranty has been made and agrees that Seller is not making any express or implied warranties or representations of any kind or character with respect to the Property. Buyer warrants and represents that in entering into this Agreement it has not relied upon and will does not rely upon, either directly on any representation or indirectly, any warranty or representation of Seller not explicitly other than those expressly set forth in this Agreement or in Seller's Documents. Without limiting the generality of the foregoing, Buyer acknowledges the presence on and under the Property of the Known Hazardous Substances. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR IN SELLER'S DOCUMENTS, SELLER MAKES NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED OR ARISING BY OPERATION OF LAW, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF CONDITION, HABITABILITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROPERTY. Seller shall not be liable for or bound by any verbal or written statements, representations, real estate broker's "setups" or information pertaining to the Property furnished by any real estate broker, agent, employee, servant or any other person unless the same are specifically set forth in this Agreement or in Seller's Documents. The provisions of this Section 11.j. shall survive the Closing. If Buyer shall proceed to Closing with actual knowledge of any matter, or as to any matter set forth in the Review Materials which is in conflict with any of Seller's representations, warranties or indemnities made in this Agreement, Buyer shall be deemed to have waived such Seller's representations, warranties or indemnities to the extent inconsistent with such actual knowledge or the contents of such Review Materials.

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