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8. AS-IS, Buyer hereby acknowledges, agrees and represents that the Said Real Property is to
<br />be purchased, conveyed and accepted by Buyer in its present condition, "AS IS", "WHERE IS" AND
<br />WITH ALL FAULTS, and that no patent or latent defect or deficiency in the condition of the Said Real
<br />Property whether or not known or discovered, shall affect the rights of either Seller or Buyer
<br />hereunder nor shall the Purchase Price be reduced as a consequence thereof. Buyer expressly
<br />acknowledges and agrees that Buyer is not relying on any representation or warranty of Seller, nor
<br />any member partner, officer, employee, attorney, property manager, agent or broker of Seller,
<br />whether implied, presumed or expressly provided at law or otherwise, arising by virtue of any statute,
<br />common law or other legally binding right or remedy In favor of Buyer,
<br />9. Limitation of Seller's Liability. Buyer on its own behalf and on behalf of its agents,
<br />members, partners, employees, representatives, related and affiliated entities, successors and
<br />assigns hereby agrees that in no event or circumstance shall any of the mernbers, partners,
<br />employees, representatives, officers, directors, agents, or affiliated or related entities of Seller have
<br />any personal liability under this Agreement, or to any of Buyer's creditors, or to any other party in
<br />connection with the Said Real Property and the transactions contemplated herein.
<br />10. Costs and Expenses. if the transaction contemplated by this Agreement is consummated
<br />and except as expressly provided herein, Buyer shall pay any and all closing costs and expenses,
<br />other than Seller's legal and professional fees.
<br />11. Release. Except as expressly provided herein, Buyer on its own behalf and on behalf of its
<br />agents, members, partners, employees, representatives, related and affiliated entities, successors
<br />and assigns, and the respective officers, directors, shareholders, partners, members, employees, and
<br />agents of each of them hereby agrees that Seller and each of its employees, representatives,
<br />property managers, asset managers, agents, attorneys, affiliated and related entities, heirs,
<br />successors and assigns (collectively, the "Releases") shall be, and are hereby, fully and forever
<br />released and discharged from any and all liabilities, losses, claims (including third party claims),
<br />demands, damages (of any nature whatsoever), causes of action, costs, penalties, fines, judgments,
<br />attorneys' fees, consultants' fees and costs and experts' fees (collectively, the "Claims") with respect
<br />to any and all Claims, whether direct or indirect, known or unknown, foreseen or unforeseen, that
<br />may arise on account of or in any way be connected with the Said Real Property including, without
<br />limitation, the physical, environmental and structural condition of the Said Real Property or any law or
<br />regulation applicable thereto, Including, without limitation, any Claim or matter (regardless of when it
<br />first appeared) relating to or arising from (1) the presence of any environmental problems, or the use,
<br />presence, storage, release, discharge, or migration of hazardous materials on, in, under or around
<br />the Said Real Property regardless of when such hazardous materials were first introduced in, on or
<br />about the Said Real Property, (ii) any patent or latent defects or deficiencies with respect to the Said
<br />Real Property and (iii) any and all matters related to the Said Real Property or any portion thereof,
<br />including without limitation, the condition and/or operation of the Said Real Property and each part
<br />thereof. Buyer hereby expressly waives the provisions of Section 1542 of the California Civil Code
<br />which provides:
<br />"A GENERAL RELEAS +' DOES NOT EXTEND TO CLAIMS WHICH THE,
<br />CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT
<br />THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY IHM
<br />MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE
<br />DEBTOR."
<br />12. Waivers. The waiver by City of any breach of any covenant or agreement herein contained
<br />on the part of the Seller shall not be deemed or held to be a waiver of any subsequent or other
<br />breach of said covenant or agreement nor a waiver of any breach of any other covenants or
<br />agreements contained herein.
<br />25K-17
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