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10. "AS IS, WHERF, IS." The Buyer acknowledges that it has inspected or has had
<br />the opportunity to inspect the Property and agrees to accept the Property "AS IS" with no right of
<br />set off or reduction in the Purchase Price, Such sale shall be without representation of
<br />warranties, express or implied, either oral or written, made by the Seller or any officer,
<br />employee, or agent of the Seller with respect to the physical condition of the Property, with
<br />respect to the compliance of the Property or its operation with any laws, ordinances, or
<br />regulations of any government or other body, except as stated above. The Buyer acknowledges
<br />and agrees that the Seller has not made and does not make any representations, warranties, or
<br />covenants of any kind or character whatsoever, whether expressed or implied, with respect to
<br />warranty of income potential, operating expenses, uses, habitability, tenant ability, or suitability
<br />for any purpose, merchantability, or fitness of the Property for a particular purpose, all of which
<br />warranties the Seller hereby expressly disclaims, except as stated above.
<br />11. Closing Costs/Recording Fees/Deed Tax. The Buyer will pay: (a) title
<br />insurance premium costs; (b) the recording fee for the deed transferring title to the Buyer; and (c)
<br />any survey or environmental investigation costs incurred by it. The Buyer will also pay all other
<br />fees normally paid by sellers, including (a) any transfer taxes, recording fees and Well
<br />Disclosure fees required to enable the Buyer to record its deed from the Seller under this
<br />Agreement; (b) fees and charges related to the filing of any instrument required to make title
<br />marketable; and (c) title evidence and updating costs. The Buyer will also pay all closing fees
<br />charged by the title insurance or other closing agent, if any, utilized to close the transaction
<br />contemplated by this Agreement. Each party shall pay its own attorney fees.
<br />12. Inspections. From the date of this Agreement to the Closing Date, the Buyer, its
<br />employees and agents, shall be entitled to enter upon the Property to conduct such surveying,
<br />inspections, investigations, soil borings and testing, and drilling, monitoring, sampling and
<br />testing of groundwater monitoring wells, as the Buyer shall elect; provided, that the Seller is given
<br />at least 24 hours' notice.
<br />13. Relocation Benefits; Indemnification. The Seller acknowledges that the Seller
<br />and its tenant are being displaced from the Property as a result of the transaction contemplated by
<br />this Purchase Agreement and that the Seller and its tenant are eligible for relocation assistance
<br />and benefits and that the Purchase Price includes compensation for any and all relocation
<br />assistance and benefits for which the Seller and its tenant may be eligible and the Seller agrees to
<br />waive any and all further relocation assistance benefits. The Seller agrees to provide a waiver of
<br />relocation benefits signed by its tenant prior to the Closing Date. The provisions of this
<br />paragraph shall survive closing of the transaction contemplated by this Purchase Agreement.
<br />14. Risk of Loss. If there is any loss or damage to the Property between the date
<br />hereof and the Closing Date, for any reason including fire, vandalism, flood, earthquake or act of
<br />God, the risk of loss shall be on the Seller. If the Property is destroyed or substantially damaged
<br />before the Closing Date, this Agreement may become null and void, at the Buyer's option, At the
<br />request of the Buyer, the Seller agrees to sign a cancellation of Agreement.
<br />15. Default/Remedies. If the Buyer defaults in any of the covenants herein, the
<br />Seller may terminate this Agreement, and on such termination all payments made hereunder shall
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<br />5050450 SJS EL185-13
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