EXCEPT AS EXPRESSLY SET FORTH IN THIS CONTRACT OR IN ANY OF THE CLOSING DOCUMENTS DELIVERED BY SELLER TO PURCHASER AT CLOSING, upon closing of the purchase of the Property, Purchaser shall be conclusively deemed to have accepted the Property in its present condition, AS IS, WHERE IS, WITH ALL FAULTS, without covenants, representations or warranties of any kind, express or implied, from Seller as to any conditions of the Property, including, without limitation, the physical condition of the Property, the Property’s merchantability, fitness for a particular purpose, habitability or tenantability or surface or subsurface environmental conditions of the Property, all whether latent or patent. Seller makes no guarantee, warranty or representation, express or implied, as to the quality, character, or condition of the Property (or any part thereof) or the fitness of the Property (or any part thereof) for any use or purpose or any representation as to the nonexistence of any toxic or hazardous waste. Purchaser shall have no claim against Seller in law or in equity based upon the condition of the Property or the failure of the Property to meet or comply with any standards, laws, regulations or other governmental requirements. In no event shall Seller be liable for incidental, special, exemplary or consequential damages, including, without limitation, loss of profits or revenue, interference with business operations, loss of tenants, lenders, investors, Purchasers, diminution in value of the Property, or inability to use the Property, due to the condition of the Property. Purchaser represents and warrants to Seller that the Feasibility Period will provide to Purchaser ample opportunity to make a proper inspection, examination and investigation of the Property and all documents relating thereto to familiarize itself with the Property’s condition and that Purchaser will do so to Purchaser’s satisfaction. Purchaser represents that it is a knowledgeable, experienced and sophisticated Purchaser of real estate and that, except as expressly set forth in this Contract, it is relying solely on its own expertise and that of Purchaser's consultants in purchasing the Property and will rely solely upon same and not upon any information provided by or on behalf of Seller or its agents or employees with respect thereto, other than such representations, warranties and covenants of Seller as are expressly set forth in this Contract. Purchaser hereby FOREVER RELEASES AND DISCHARGES Seller from all responsibility and liability, including, without limitation, any claims, matters or liability arising from or related to the subject matter of the disclaimers and AS-IS provisions of this ARTICLE III and from all federal, state and local laws, rules, regulations or ordinances that might impose liability, and from all civil liability regarding the condition, valuation, salability or utility of the Property, or its suitability for any purpose whatsoever (including, but not limited to, liabilities under the Comprehensive Environmental Response, Compensation and Liability Act Of 1980 (42 U.S.C. [Sections 9601] et seq.), as amended (“CERCLA”), and/or with respect to the presence in the soil, air, structures and surface and subsurface waters, of Hazardous Materials or other materials or substances that have been or may in the future be determined to be toxic, hazardous, undesirable or subject to regulation and that may need to be specially treated, handled and/or removed from the Property under current or future federal, state and local laws, regulations or guidelines, and any structural and geologic conditions, subsurface soil and water conditions and solid and hazardous waste and Hazardous Materials on, under, adjacent to or otherwise affecting the Property). As of the date of Closing, Purchaser further hereby WAIVES (and by Closing this transaction will be deemed to have WAIVED) any and all objections and complaints (including, but not limited to, federal, state and local statutory and common law based actions, and any private right of action under any federal, state or local laws, regulations or guidelines to which the Property is or may be subject, including, but not limited to, CERCLA) concerning the physical characteristics and any existing conditions of the Property, whether arising before or after the Effective Date. As of the date of Closing, Purchaser further hereby assumes the risk of changes in applicable laws and regulations relating to past, present and future environmental conditions on the Property and the risk that adverse physical characteristics and conditions, including the presence of Hazardous Materials or other contaminants, may not have been revealed by its investigation. Purchaser hereby represents and warrants to Seller that: # Purchaser is represented by, or has had the opportunity to be represented by, legal counsel in connection with the transaction contemplated by this Contract; and # Purchaser is purchasing the Property for business, commercial, investment or other similar purpose and not for use as Purchaser's residence. Purchaser waives any and all rights or remedies it may have, or be entitled to, deriving from disparity in size or from any significant disparate bargaining position in relation to Seller, and Seller waives any and all rights or remedies it may HAVE, or be entitled to arising from the disparity in size or bargaining power in relation to Purchaser. It is the Purchaser's intention that except for Seller's express representations and warranties that explicitly survive the closing of the transaction contemplated hereby and Seller's fraud, the foregoing release shall be effective as a bar to all actions, causes of action, suits, claims or demands of every kind, nature or character whatsoever, known or unknown, suspected or unsuspected, fixed or contingent, arising out of or in connection with the Property or other properties in or about the Property. Purchaser understands and agrees that by execution of this Contract, the other parties and their partners, officers, directors, agents, trustees, beneficiaries, shareholders, parents, subsidiaries, divisions, affiliates, employees, and attorneys do not admit any liability of any nature whatsoever. The Purchaser acknowledges that it may hereafter discover claims and/or facts now unknown or unsuspected, or in addition to, or different from, those which the Purchaser now knows or believes to be true with respect to the release set forth in this ARTICLE III (this "General Release”). Nevertheless, the Purchaser intends by this General Release to release fully and forever all claims released hereby except for Seller's express representations and warranties that explicitly survive the closing of the transaction contemplated hereby and Seller's fraud. Accordingly, this General Release shall remain in full force as a complete release of such claims notwithstanding the discovery or existence of any such additional or different claims and/or facts before or after the date of this Contract, except for Seller's express representations and warranties that explicitly survive the closing of the transaction contemplated hereby and Seller's fraud. For avoidance of doubt, the understandings, acknowledgments, and agreements of Purchaser set forth in this ARTICLE III shall be effective from and after Closing.

Sale “As Is, Where Is.” ​ acknowledges and agrees that upon Closing, ​ shall sell and convey to ​ and ​ shall accept the Properties “AS IS, WHERE IS, WITH ALL FAULTS,” except to the extent expressly provided otherwise in this Agreement and any document executed by ​ and delivered to ​ at Closing. Except as expressly set forth in this Agreement, ​ has not relied and will not rely on, and ​ has not made and is not liable for or bound by, any express or implied warranties, guarantees, statements, representations or information pertaining to the Properties or relating thereto (including specifically, without limitation, property information packages distributed with respect to the Properties) made or furnished by ​, ​’s property manager, or any real estate broker, agent or third party representing or purporting to represent ​, to whomever made or given, directly or indirectly, orally or in writing. ​ represents that it is a knowledgeable, experienced and sophisticated ​ of real estate and that, except as expressly set forth in this Agreement, it is relying solely on its own expertise and that of ​’s consultants in purchasing the Properties and shall make an independent verification of the accuracy of any documents and information provided by ​. ​ will conduct such inspections and investigations of the Properties as ​ deems necessary, including, but not limited to, the physical and environmental conditions thereof, and shall rely upon same. By failing to terminate this Agreement prior to the expiration of the Inspection Period, ​ acknowledges that ​ has afforded ​ a full opportunity to conduct such investigations of the Properties as ​ deemed necessary to satisfy itself as to the condition of the Properties and the existence or non-existence or curative action to be taken with respect to any Hazardous Materials on or discharged from the Properties, and will rely solely upon same and not upon any information provided by or on behalf of ​ or its agents or employees with respect thereto, other than such representations, warranties and covenants of ​ as are expressly set forth in this Agreement. Upon Closing, ​ shall assume the risk that adverse matters, including, but not limited to, adverse physical or construction defects or adverse environmental, health or safety conditions, may not have been revealed by ​’s inspections and investigations. The foregoing shall in no way relieve ​ of any statutory liability it may have under applicable environmental Laws in connection with the transportation, storage, use and/or disposal of Hazardous Materials at any of the Properties during the period of ​'s ownership thereof.

As-Is. On the Commencement Date, Sublandlord agrees to deliver, and Subtenant agrees to accept, the Sublet Portion in its “As-Is, Where Is” condition, except that Sublandlord shall deliver the Sublet Portion to Subtenant in good working condition, including, but not limited to the roof/HVAC, electrical, plumbing, elevator and lighting, and with the tenant improvements described in [Section 4.3] below substantially completed in all material respects.

AS-IS. Subject to the representations and covenants, stated herein to expressly survive Closing, and the specific provisions of Paragraph 8.D, the parties intend that the sale of the Property will be made on an “As Is, Where Is” basis with all faults, in accordance with the terms and provisions of [Exhibit C].

AS-IS. TENANT AGREES THAT IT IS NOT RELYING ON ANY WARRANTY OR REPRESENTATION MADE BY LANDLORD, LANDLORD’S AGENTS, OR ANY BROKER CONCERNING THE USE OR CONDITION OF THE EXPANSION PREMISES, COMMON AREAS OR THE PROPERTY. TENANT ACKNOWLEDGES AND AGREES THAT IT HAS INSPECTED THE EXPANSION PREMISES AND THAT IT ACCEPTS THE EXPANSION PREMISES IN THEIR PRESENT “AS-IS, WHERE IS” PHYSICAL CONDITION, WITHOUT ANY OBLIGATION BY LANDLORD TO PAINT, REDECORATE, OR PERFORM ANY OTHER WORK IN, ON OR ABOUT THE EXPANSION PREMISES AT ANY TIME, EXCEPT AS OTHERWISE SPECIFICALLY SET FORTH IN THIS LEASE. LANDLORD, ANY AGENT OF LANDLORD AND ANY BROKER HAVE NOT MADE, AND WILL NOT MAKE, ANY WARRANTY OR REPRESENTATION OF ANY KIND, EXPRESSED OR IMPLIED, WITH RESPECT TO THE EXPANSION PREMISES, THE BUILDING, COMMON AREAS OR ANY OTHER PORTION OF THE PROPERTY. LANDLORD EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTY OF SUITABILITY, HABITABILITY OR MERCHANTABILITY; IT BEING UNDERSTOOD THAT THE FOREGOING SHALL NOT BE CONSTRUED TO DIMINISH THE OBLIGATIONS OF LANDLORD THAT ARE EXPRESSLY SET FORTH IN THIS AMENDMENT.

Plan Document. This Agreement and the Award are subject to all the provisions of the Plan, and to all interpretations, rules and regulations that may, from time to time, be adopted and promulgated by the Committee pursuant to the Plan. If there is any conflict between the provisions of this Agreement and the Plan, the provisions of the Plan will govern.

Loan Document. This Amendment is a Loan Document and all references to a “Loan Document” in the Credit Agreement and the other Loan Documents shall be deemed to include this Amendment.

Property Document Representations. With respect to each Property Document: # each Property Document is in full force and effect and has not been amended, restated, replaced or otherwise modified (except, in each case, as expressly set forth herein) and ​’s interest therein has not been assigned pursuant to any assignment which survives the Closing Date, except the assignment to the ​ pursuant to the Loan Documents, # there are no defaults under any Property Document by any party thereto and, to ​’s knowledge, no event has occurred which, but for the passage of time, the giving of notice, or both, would constitute a default under any Property Document, # all rents, additional rents, common maintenance charges and other sums due and payable under the Property Documents have been paid in full, # no party to any Property Document has commenced any action or given or received any notice for the purpose of terminating any Property Document, and # the representations made in any estoppel or similar document delivered with respect to any Property Document in connection with the Loan are true, complete and correct and are hereby incorporated by reference as if fully set forth herein.

Property Document Covenants. ​ shall # promptly perform and/or observe, in all material respects, all of the covenants and agreements required to be performed and observed by it under the Property Documents and do all things necessary to preserve and to keep unimpaired its material rights thereunder; # promptly notify ​ of any material default under the Property Documents of which it is aware; # promptly deliver to ​ a copy of each financial statement, business plan, capital expenditures plan, notice, report and estimate received by it under the Property Documents; # enforce the performance and observance of all of the covenants and agreements required to be performed and/or observed under the Property Documents in a commercially reasonable manner; # cause the Property to be operated, in all material respects, in accordance with the Property Documents; and # not, in each case if such action have, or be reasonably likely to have, a Material Adverse Effect, without the prior written consent of ​, # enter into any new Property Document or execute modifications to any existing Property Documents, # surrender, terminate or cancel the Property Documents, # reduce or consent to the reduction of the term of the Property Documents, # increase or consent to the increase of the amount of any charges under the Property Documents, # otherwise modify, change, supplement, alter or amend, or waive or release any of its rights and remedies under, the Property Documents in any material respect or # following the occurrence and during the continuance of an Event of Default, exercise any rights, make any decisions, grant any approvals or otherwise take any action under the Property Documents.

Loan Document Status. Each related Mortgage Note, Mortgage, Assignment of Leases (if a separate instrument), guaranty and other agreement executed by or on behalf of the related Mortgagor, guarantor or other obligor in connection with such Mortgage Loan is the legal, valid and binding obligation of the related Mortgagor, guarantor or other obligor (subject to any non-recourse provisions contained in any of the foregoing agreements and any applicable state anti-deficiency or market value limit deficiency legislation), as applicable, and is enforceable in accordance with its terms, except # as such enforcement may be limited by # bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and # general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law) and # that certain provisions in such Loan Documents (including, without limitation, provisions requiring the payment of default interest, late fees or prepayment/yield maintenance fees, charges and/or premiums) are, or may be, further limited or rendered unenforceable by or under applicable law, but (subject to the limitations set forth in [clause (i) above]) such limitations or unenforceability will not render such Loan Documents invalid as a whole or materially interfere with the Mortgagee’s realization of the principal benefits and/or security provided thereby (clauses [(i) and (ii)])] collectively, the “Standard Qualifications”).