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DocuSign Envelope ID:07761FC7-83D0-4090-9100-CEF50900F346 When a representation or warranty is made to the"Seller's knowledge"under this Section 13 it shall be limited to the actual knowledge of the property managers of the Property as of the Effective Date, provided that this definition of knowledge is intended solely to establish the scope of facts that shall be considered known by Seller for the purposes of this Contract and not to impose on such person any personal liability. Seller's representations and warranties provided in this Section 13 shall survive Closing hereunder for a period of six(6)months("Survival Period"). Notwithstanding anything herein to the contrary, Seller's liability for its breach of one or more obligations,representations or warranties contained in this Section 13 or any document delivered pursuant to this Contract("Claim")shall not exceed an amount equal to One Hundred Thousand and 00/100 Dollars($100,000.00)("Cap")and Seller shall not have any liability for such breaches(each of which shall be deemed to be immaterial waived by Purchaser)until and unless the amount of such Claims exceed Ten Thousand and 00/100 Dollars ($10,000.00) in the aggregate (the "Basket"); provided, however, that once the Basket has been exceeded,Purchaser shall be entitled to receive all amounts up to and exceeding the Basket(subject to the Cap). Notwithstanding any provision in this Contract,no claim for a breach of Purchaser's representation or warranty under this Section 13 may be made unless Purchaser commences the action,suit or proceeding with respect to such claim prior to the end of the Survival Period. Seller shall not,under any circumstances,be liable to Purchaser for any consequential,compensatory or punitive damages sustained by Purchaser. This last paragraph of Section 13 shall survive Closing. Notwithstanding anything contained herein to the contrary,Purchaser's damages herein shall not be limited by the Cap to the extent that any such Claim of Purchaser is due to Seller's fraud or intentional misrepresentation. 14. Escrow Agent. In performing any of its duties hereunder,Escrow Agent shall not incur any liability to anyone for damages, losses or expenses, except for actual fraud and gross negligence,and Escrow Agent shall accordingly and without limitation not incur any such liability with respect to (i)any action taken or omitted in good faith or(ii)any action taken or omitted in reliance upon any notice or instruction relating to this Contract,not only as to the due execution and the validity and effectiveness of such writing, but also as to the truth and accuracy of any information contained therein. Purchaser and Seller hereby agree to indemnify,defend and hold harmless Escrow Agent against and in respect of any and all losses,claims,damage,liabilities and expenses, including reasonable costs of investigation and counsel fees and disbursements, which may be imposed upon the Escrow Agent or incurred by the Escrow Agent hereunder or in the performance of its duties as the Escrow Agent hereunder,including any litiga'tiibn arising from this Contract or involving the subject matter hereof. If the Escrow Agent is unable to determine the sufficiency or authenticity of any consent or document delivered to it purportedly to satisfy any of the conditions set forth herein or for any other reason,or if Escrow Agent shall not deem itself able to satisfy its obligations hereunder,or if inconsistent demands are made on Escrow Agent or if any disputes arise as to the application of the funds and documents held by Escrow Agent, then the Escrow Agent shall be entitled,with no liability for failure to do so,(a)to tender into the registry or custody of any court of competent jurisdiction any funds held by it, together with such legal pleadings or other documents as the Escrow Agent may deem appropriate,and thereupon the Escrow Agent shall be discharged from all further duties,liabilities and obligations under this Contract or(b) to retain such funds until resolution of such dispute or inconsistent demands. The escrow shall terminate on the date of Closing or the date of termination of this Contract as herein provided. 15. Special Provisions. N/A 16. Miscellaneous. (a) TIME IS OF THE ESSENCE OF THIS CONTRACT 8 PPAB 6064213v5.doc