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Section 2.5 Memorandum of Lease. The Parties shall execute and acknowledge a
<br /> memorandum of ground lease, substantially in the form attached hereto as Exhibit C, which shall
<br /> be recorded at Lessee's expense
<br /> Section 2.6 AS-IS Conveyance. Lessee specifically acknowledges that Lessor is
<br /> leasing the Leased Premises to Lessee on an "AS IS", "WHERE IS" and"WITH ALL FAULTS"
<br /> basis and that except as may be expressly stated in this Lease or the DDLA. Lessee is not relying
<br /> on any representations or warranties of any kind whatsoever, express or implied, from Lessor as
<br /> to any matters concerning the Leased Premises, including without limitation: (i) the quality,
<br /> nature, adequacy and physical condition of the Leased Premises. including, but not limited to.
<br /> appurtenances, access, landscaping, parking facilities, (ii) the quality, nature, adequacy, and
<br /> physical condition of soils, geology and any groundwater. (iii) the existence, quality, nature.
<br /> adequacy and physical condition of utilities serving the Leased Premises, (iv) the development
<br /> potential of the Leased Premises, and the Leased Premises' use. merchantability, or fitness.
<br /> suitability, value or adequacy of the Leased Premises for any particular purpose. (v) the zoning
<br /> or other legal status of the Leased Premises or any other public or private restrictions on use of
<br /> the Leased Premises. (vi) the compliance of the Leased Premises or its operation with any
<br /> Environmental Laws, covenants, conditions and restrictions of any governmental or quasi-
<br /> governmental entity or of any other person or entity, (vii) the presence or removal of Hazardous
<br /> Material, substances or wastes on, under or about the Leased Premises or the adjoining or
<br /> neighboring property; (viii) the quality of any labor and materials used in any improvements on
<br /> the Leased Premises, or(ix) the condition of title to the Leased Premises.
<br /> Section 2.7 Lessee to Rely on Own Experts. Lessee understands that notwithstanding
<br /> the delivery by Lessor to Lessee of any materials, including, without limitation, third party
<br /> reports, Lessee will rely entirely on Lessee's own experts and consultants and its own
<br /> independent investigation in proceeding with the leasing of the Leased Premises.
<br /> ARTICLE 3.
<br /> THE IMPROVEMENTS
<br /> Section 3.1 Construction. Lessee shall cause the Improvements to be constructed in
<br /> substantial compliance with the Construction Plans approved by City and the terms and
<br /> conditions of the land use permits and approvals and building permits. including any variances
<br /> granted for the Improvements to be approved by Lessor, within twenty-eight (28) months from
<br /> the award of a preliminary reservation of low income housing tax credits for the Improvements
<br /> from TCAC. Any and all Improvements constructed by or on behalf of Lessee shall be
<br /> constructed in a good and workerlike manner, in compliance with all applicable Legal
<br /> Requirements. Except as may be specified in the documents evidencing the City Loan and any
<br /> City financing for the Project that may be approved by the City in its sole discretion. Lessee shall
<br /> bear the entire and sole cost of planning, designing, engineering, financing, constructing,
<br /> supervising, and inspecting the Improvements, including all fees and mitigation measures. City
<br /> acknowledges that as of the Commencement Date, the City has approved the Construction Plans.
<br /> Section 3.2 Liens. Lessee shall not have any right, authority or power to bind Lessor,
<br /> Lessor's Estate, or any interest of Lessor in the Land or the Leased Premises, for any claim for
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