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(c) Litigation. There are no claims, actions, suits or proceedings continuing,
<br /> pending or threatened, which would materially adversely affect Optionee or this transaction.
<br /> (d) As -Is Purchase; Release of Certain Claims. EXCEPT AS OTHERWISE
<br /> PROVIDED IN THIS AGREEMENT, OPTIONEE SPECIFICALLY ACKNOWLEDGES AND
<br /> AGREES THAT OWNER IS SELLING AND OPTIONEE IS PURCHASING THE
<br /> PROPERTY ON AN "AS IS WITH ALL FAULTS" BASIS, NO PATENT OR LATENT
<br /> DEFECTS ON THE PROPERTY WHETHER KNOWN NOW OR DISCOVERED LATER
<br /> SHALL AFFECT THIS AGREEMENT, AND THAT OPTIONEE IS NOT RELYING ON ANY
<br /> REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR
<br /> IMPLIED, FROM OWNER, ITS AGENTS, OR ANY BROKERS AS TO ANY MATTERS
<br /> CONCERNING THE PROPERTY, INCLUDING WITHOUT LIMITATION: (i) the quality,
<br /> nature, adequacy and physical condition and aspects of the Property, including, but not limited to,
<br /> the structural elements, seismic aspects of the Property, foundation, roof, appurtenances, access,
<br /> landscaping, parking facilities and the electrical, mechanical, HVAC, plumbing, sewage, utility
<br /> systems, facilities and appliances, the square footage within the improvements on the Property
<br /> and within each tenant space therein, (ii) the quality, nature, adequacy, and physical condition of
<br /> soils, geology, drainage, and any groundwater, (iii) the existence, quality, nature, adequacy and
<br /> physical condition of utilities serving the Property, (iv) the development potential of the
<br /> Property, and the Property's use, habitability, merchantability, or fitness, suitability, value or
<br /> adequacy of the Property for any particular purpose, (v) the zoning or other land use status of the
<br /> Property, (vi) the compliance of the Property or its operation with any applicable codes, laws,
<br /> regulations, statutes, ordinances, covenants, conditions and restrictions of any governmental or
<br /> quasi - governmental entity or of any other person or entity, (vii) the presence of Hazardous
<br /> Materials on, under or about the Property or the adjoining or neighboring properties, (viii) the
<br /> quality of any labor and materials used in any improvements on the Property, or (ix) the
<br /> economics of the operation of the Property.
<br /> Without limiting the above, but subject to the provisions below relating to Reserved Claims,
<br /> effective on the Closing Optionee hereby waives its right to recover from, and forever releases
<br /> and discharges, Owner and Owner's members, shareholders, partners, beneficiaries, successors
<br /> and assigns, and their respective heirs and personal representatives (collectively, the "Owner
<br /> Related Parties "), from any and all demands, claims, legal or administrative proceedings, losses,
<br /> liabilities, damages, penalties, fines, liens, judgments, costs or expenses whatsoever (including,
<br /> without limitation, attorneys' fees and costs), whether direct or indirect, known or unknown,
<br /> foreseen or unforeseen, that may arise on account of or in any way be connected with (i) the
<br /> physical condition of the Property including, without limitation, all structural and seismic
<br /> elements, all mechanical, electrical, plumbing, sewage, heating, ventilating, air conditioning and
<br /> other systems, the environmental condition of the Property and Hazardous Materials on, under or
<br /> about the Property or on, under or about nearby properties, (ii) the quality, nature, adequacy, and
<br /> physical condition of soils, geology and any groundwater of the Property and nearby properties,
<br /> (iii) claims of any occupants of the Property against Owner or any Owner Related Party, (iv) the
<br /> existence, quality, nature, adequacy and physical condition of utilities serving the Property, (v)
<br /> the development potential of the Property, and the Property's use, habitability, merchantability,
<br /> or fitness, suitability, value or adequacy of the Property for any particular purpose, (vi) the
<br /> zoning or other legal status of the Property or any other public or private restrictions on use of the
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