shall pay all fees required by NYSLA in connection with same (with
Pebblebrook being responsible for 49% of such fees and the Company being
responsible for 51% of such fees).
9.11 Mezz IV. On or prior to the Closing Date, the Company shall file
a Certificate of Amendment with the Secretary of State of the State of Delaware
changing the name of Mezz IV to "DP Holding Company, LLC". From and after the
Effective Date, the Company shall use commercially reasonable efforts to
effectuate the Mezz IV Loan Transactions.
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10. DISCLAIMER AND ASSUMPTION. AS AN ESSENTIAL INDUCEMENT TO MEZZ IV AND
THE COMPANY TO ENTER INTO THIS AGREEMENT, AND AS PART OF THE DETERMINATION OF
THE CAPITAL CONTRIBUTION, PEBBLEBROOK ACKNOWLEDGES, UNDERSTANDS AND AGREES AS OF
THE DATE HEREOF AND AS OF THE CLOSING DATE AS FOLLOWS:
10.1 DISCLAIMER.
10.1.1 AS-IS, WHERE-IS. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN
SECTIONS 9.1.2 AND 9.1.3, THE TRANSFER AND ISSUANCE OF THE PEBBLEBROOK INTEREST
HEREUNDER IS AND WILL BE MADE ON AN "AS IS, WHERE IS" BASIS AND EACH OF MEZZ IV
AND THE COMPANY HAS NOT MADE, DOES NOT MAKE AND SPECIFICALLY NEGATES AND
DISCLAIMS ANY REPRESENTATIONS, WARRANTIES OR GUARANTIES OF ANY KIND OR CHARACTER
WHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE
OF, AS TO, CONCERNING OR WITH RESPECT TO THE PEBBLEBROOK INTEREST OR ANY OTHER
MATTER WHATSOEVER.
10.1.2 SOPHISTICATION OF PEBBLEBROOK. PEBBLEBROOK IS A
SOPHISTICATED INVESTOR WHO IS FAMILIAR WITH THE OWNERSHIP AND OPERATION OF REAL
ESTATE PROJECTS SIMILAR TO THE PROPERTY AND THAT PEBBLEBROOK HAS OR WILL HAVE
ADEQUATE OPPORTUNITY TO COMPLETE ALL PHYSICAL AND FINANCIAL EXAMINATIONS
(INCLUDING ALL OF THE EXAMINATIONS, REVIEWS AND INVESTIGATIONS REFERRED TO IN
SECTION 6) RELATING TO THE ACQUISITION OF THE PEBBLEBROOK INTEREST HEREUNDER IT
DEEMS NECESSARY, AND WILL ACQUIRE THE SAME SOLELY ON THE BASIS OF AND IN
RELIANCE UPON SUCH EXAMINATIONS AND THE TITLE INSURANCE PROTECTION AFFORDED BY
THE INVESTOR'S POLICY AND NOT ON ANY INFORMATION PROVIDED OR TO BE PROVIDED BY
ANY DENIHAN REPRESENTATION PARTY (OTHER THAN AS EXPRESSLY PROVIDED IN SECTION
9.1).
10.1.3 DUE DILIGENCE MATERIALS. ANY INFORMATION PROVIDED OR TO BE
PROVIDED WITH RESPECT TO THE PEBBLEBROOK INTEREST AND PROPERTY IS SOLELY FOR
PEBBLEBROOK'S CONVENIENCE AND WAS OR WILL BE OBTAINED FROM A VARIETY OF SOURCES
AND MEZZ IV AND COMPANY HAVE NOT MADE ANY INDEPENDENT INVESTIGATION OR
VERIFICATION OF SUCH INFORMATION AND MAKE NO (AND EXPRESSLY DISCLAIMS ALL)
REPRESENTATIONS AS TO THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION (EXCEPT
TO THE EXTENT PROVIDED IN SECTIONS 9.1.2 AND 9.1.3). EXCEPT FOR A CLAIM UNDER
SECTIONS 9.1.2 AND 9.1.3, EACH OF MEZZ IV AND THE COMPANY SHALL NOT BE LIABLE
FOR ANY MISTAKES, OMISSIONS, MISREPRESENTATION OR ANY FAILURE TO INVESTIGATE THE
PROPERTY NOR SHALL MEZZ IV AND THE COMPANY BE BOUND IN ANY MANNER BY ANY VERBAL
OR WRITTEN STATEMENTS, REPRESENTATIONS, APPRAISALS, ENVIRONMENTAL ASSESSMENT
REPORTS, OR OTHER INFORMATION PERTAINING TO THE PEBBLEBROOK INTEREST OR THE
PROPERTY OR THE OPERATION
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THEREOF, FURNISHED BY MANAGER, OR