54-10 Agreement

4.4 Purchaser’s Right to Terminate. Purchaser shall have the right to terminate this Agreement, for any or no reason whatsoever, by providing to Seller written notice of such termination before 6:00 p.m. Washington, D.C. time on the Approval Date, time being of the essence. In the event that, by such date and time, Purchaser fails to deliver any written notice to Seller whatsoever, such failure shall be deemed Purchaser’s waiver of the foregoing right to terminate this Agreement and its election to proceed to Closing on and subject to the terms hereof. If Purchaser does not exercise (or is deemed to have waived) its right to terminate this Agreement pursuant to this Section 4.4, the Earnest Money Deposit shall thereafter be non- refundable to Purchaser, and Purchaser shall have no further rights therein except as expressly set forth in this Agreement. If Purchaser timely terminates this Agreement pursuant to this Section 4.4, the Earnest Money Deposit shall be promptly returned to Purchaser and neither party shall have any further obligations or liability hereunder, except for those obligations which survive in accordance with their terms. 4.5 Condition of the Property. THE FOLLOWING PROVISIONS IN THIS SECTION 4.5 ARE SUBJECT TO THE EXPRESS REPRESENTATIONS, WARRANTIES, COVENANTS, AGREEMENTS, AND OTHER PROVISIONS OF THIS AGREEMENT (INCLUDING WITHOUT LIMITATION THE REPRESENTATIONS AND WARRANTIES SET FORTH IN SECTION 7.2): (a) BY ENTERING INTO THIS AGREEMENT, PURCHASER HAS AGREED TO, AND WILL, PERFORM (AND PURCHASER REPRESENTS AND WARRANTS TO SELLER THAT PURCHASER IS CAPABLE OF PERFORMING) AN INDEPENDENT INVESTIGATION, ANALYSIS AND EVALUATION OF THE PROPERTY. (b) EXCEPT AS EXPRESSLY PROVIDED HEREIN AND EXCEPT AS OTHERWISE PROVIDED IN AN AGREEMENT SEPARATELY EXECUTED BY SELLER AND PURCHASER AFTER THE EFFECTIVE DATE, PURCHASER FURTHER ACKNOWLEDGES THAT PURCHASER HAS SUBSTANTIAL EXPERIENCE WITH REAL PROPERTY, AND THAT PURCHASER WILL ACQUIRE THE PROPERTY IN “AS IS, WHERE IS, WITH ALL FAULTS” CONDITION, AND SOLELY IN RELIANCE ON PURCHASER’S OWN INSPECTION AND EXAMINATION AND SELLER’S REPRESENTATIONS AND WARRANTIES EXPRESSLY CONTAINED HEREIN. (c) EXCEPT AS TO THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENT AND EXCEPT AS OTHERWISE PROVIDED IN AN AGREEMENT SEPARATELY EXECUTED BY SELLER

SSLY CONTAINED HEREIN. (c) EXCEPT AS TO THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENT AND EXCEPT AS OTHERWISE PROVIDED IN AN AGREEMENT SEPARATELY EXECUTED BY SELLER AND PURCHASER AFTER THE EFFECTIVE DATE, IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT SELLER MAKES NO REPRESENTATIONS, WARRANTIES OR GUARANTIES OF ANY KIND, NATURE OR SORT, EXPRESS OR IMPLIED, WITH RESPECT TO THE PHYSICAL CONDITION, PAST, PRESENT OR FUTURE OPERATION AND/OR PERFORMANCE, OR VALUE, OF THE PROPERTY AND THAT SELLER CONVEYS THE PROPERTY TO PURCHASER “AS IS AND WHERE IS, WITH ALL FAULTS,” AND PURCHASER ACKNOWLEDGES THAT SELLER MAKES NO REPRESENTATIONS, GUARANTIES OR WARRANTIES WHATSOEVER, EXPRESS OR IMPLIED, AS TO THE QUALITY, CHARACTER, EXTENT, PERFORMANCE, CONDITION OR SUITABILITY OF THE PROPERTY FOR ANY PURPOSE. - 10 - GENBUS/718957.4