ASSUMPTION OF LIABILITIES. Subject to the terms and conditions set forth in this Agreement and the Lease, effective as of the Closing, Purchaser shall assume, pay and discharge all claims, liabilities or obligations of any kind, fixed or contingent, known or unknown, relating to or arising in connection with the use, non-use, and ownership of the Properties, to the extent such claims, liabilities and obligations accrue with respect to, and are attributable to, facts or circumstances first occurring during the period from and after ​ on the Closing Date. Subject to the terms and conditions set forth in this Agreement and the Lease, Purchaser will (and will cause its assignees and successors to) fully and promptly perform all of the obligations of Sellers assumed by Purchaser pursuant to this Agreement accruing and attributable to the period from and after ​ on the Closing Date.

Assumed Liabilities. After the Closing Date and on the terms and subject to the conditions set forthcontained in this Agreement and the Lease, effective as of the Closing,Agreement, Purchaser shall assume, perform, pay and discharge all claims,only the Assumed Liabilities and no other liabilities or obligations of any kind, fixed or contingent, known or unknown, relating to or arising in connection with the use, non-use, and ownership of the Properties, to the extent such claims, liabilities and obligations accrue with respect to, and are attributable to, facts or circumstances first occurring during the period from and after ​ on the Closing Date. Subject to the terms and conditions set forth in this Agreement and the Lease, Purchaser will (and will cause its assignees and successors to) fully and promptly perform all of the obligations of Sellers assumed by Purchaser pursuant to this Agreement accruing and attributable to the period from and after ​ on the Closing Date.Seller Parties whatsoever.

Except as otherwise specified in this Agreement, Purchaser does not and shall not assume any liability for any claims arising out of the occurrence of any event or the existence of any condition prior to the termsClosing Date with respect to the Properties. Except for the liability of the Operating Companies Owners under the Assumed Property Contracts, Tenant Leases, Restricted Leases and conditions set forth in this Agreementoperating permits arising on or after the Closing Date, all accounts payable, obligations and liabilities of Seller and the Lease, effectiveOperating Companies, accrued or unaccrued, foreseen or unforeseen, contingent or liquidated, incurred as of the Closing, Purchaser shall assume, pay and discharge all claims, liabilities or obligations of any kind, fixed or contingent, known or unknown, relating toClosing Date or arising in connection with the use, non-use, and ownershipout of the Properties,events or occurrences prior to the extent such claims, liabilitiesClosing Date, including under the Non-Assumed Property Contracts (collectively, the "Pre‑Closing Liabilities") shall be the responsibility of, and obligations accrue with respect to,paid by, Seller, and are attributable to, facts or circumstances first occurring during the period from and after ​ on the Closing Date. Subject to the terms and conditions set forth in this Agreement and the Lease, Purchaser will (and will cause its assignees and successors to) fully and promptly perform all of the obligations of Sellers assumednot by Purchaser pursuant to this Agreement accruing and attributable toor the period from and after ​ on the Closing Date.Operating Companies.

Assignment and Assumption of Assumed Liabilities. Subject to the terms and conditions set forth in this Agreement and the Lease,Sale Order, effective as of the Closing,Closing Date, Purchaser shall assume, payassume from Sellers and discharge all claims, liabilitiesthereafter be responsible for the payment, performance or obligations of any kind, fixed or contingent, known or unknown, relating to or arising in connection with the use, non-use, and ownershipdischarge of the Properties,following Liabilities of Sellers (in accordance with their respective terms) to the extent arising under the Acquired Assets and Seller shall irrevocably convey, transfer and assign to Purchaser the following Liabilities (all such claims, liabilities and obligations accrue with respect to, and are attributable to, facts or circumstances first occurring during the period from and after ​ on the Closing Date. Subject to the terms and conditions set forth in this Agreement and the Lease, Purchaser will (and will cause its assignees and successors to) fully and promptly perform all of the obligations of SellersLiabilities assumed by Purchaser pursuant to this Agreement accruing and attributable[Section 2.3] shall be referred to as the period from and after ​ on the Closing Date.“Assumed Liabilities”):