Common use of Condition of the Leased Property Clause in Contracts

Condition of the Leased Property. XXXXXX ACKNOWLEDGES AND AGREES THAT ALTHOUGH XXXXXX WILL OWN AND HOLD TITLE TO THE LEASED PROPERTY, INCLUDING THE TENANT IMPROVEMENTS AS SUCH IMPROVEMENTS ARE CONSTRUCTED, LESSEE IS SOLELY RESPONSIBLE FOR THE LEASED PROPERTY, AND THE DESIGN, DEVELOPMENT, BUDGETING AND CONSTRUCTION OF THE TENANT IMPROVEMENTS AND ANY ALTERATIONS OR MODIFICATIONS TO THE LEASED PROPERTY AND ALL ACTIVITIES CONDUCTED IN CONNECTION THEREWITH. LESSEE FURTHER ACKNOWLEDGES AND AGREES THAT IT IS LEASING THE LEASED PROPERTY "AS IS" WITHOUT REPRESENTATION, WARRANTY OR COVENANT (EXPRESS OR IMPLIED) BY XXXXXX, ADMINISTRATIVE AGENT OR ANY OF THE PARTICIPANTS AND IN EACH CASE SUBJECT TO (A) THE EXISTING STATE OF TITLE (EXCLUDING LESSOR LIENS), (B) THE RIGHTS OF ANY PARTIES IN POSSESSION THEREOF, (C) ANY STATE OF FACTS WHICH AN ACCURATE SURVEY OR PHYSICAL INSPECTION MIGHT SHOW, AND (D) VIOLATIONS OF REQUIREMENTS OF LAW WHICH MAY EXIST ON THE DATE HEREOF OR ON THE ACQUISITION DATE. NONE OF XXXXXX, ADMINISTRATIVE AGENT OR ANY OF THE PARTICIPANTS HAS MADE OR SHALL BE DEEMED TO HAVE MADE ANY REPRESENTATION, WARRANTY OR COVENANT (EXPRESS OR IMPLIED) OR SHALL BE DEEMED TO HAVE ANY LIABILITY WHATSOEVER AS TO THE TITLE (OTHER THAN FOR LESSOR LIENS), VALUE, HABITABILITY, USE, CONDITION, DESIGN, OPERATION, OR FITNESS FOR USE OF THE LEASED PROPERTY (OR ANY PART THEREOF), OR ANY OTHER REPRESENTATION, WARRANTY OR COVENANT WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO THE LEASED PROPERTY (OR ANY PART THEREOF) AND NONE OF LESSOR, ADMINISTRATIVE AGENT OR ANY OF THE PARTICIPANTS SHALL BE LIABLE FOR ANY LATENT, HIDDEN, OR PATENT DEFECT THEREIN (OTHER THAN FOR LESSOR LIENS) OR THE FAILURE OF THE LEASED PROPERTY, OR ANY PART THEREOF, TO COMPLY WITH ANY REQUIREMENT OF LAW. Lessee has been afforded full opportunity to inspect the Leased Property, is satisfied with the results of its inspections and is entering into this Lease solely on the basis of the results of its own inspections, and all risks incident to the matters discussed in the preceding sentence, as between Lessor, Administrative Agent and the Participants, on the one hand, and Lessee, on the other, are to be borne by Lessee. The provisions of this SECTION 7.1 have been negotiated, and, except to the extent otherwise expressly stated, the foregoing provisions are intended to be a complete exclusion and negation of any representations or warranties by any of Lessor, the Administrative Agent or the Participants, express or implied, with respect to the Leased Property (or any interest therein), that may arise pursuant to any law now or hereafter in effect or otherwise.

Condition of the Leased Property. XXXXXX ACKNOWLEDGES AND AGREES THAT ALTHOUGH XXXXXX WILL OWN AND HOLD TITLE TO THE LEASED PROPERTY, PROPERTY INCLUDING THE TENANT IMPROVEMENTS AS SUCH IMPROVEMENTS ARE CONSTRUCTEDFINANCED IMPROVEMENTS, LESSEE CONSTRUCTION AGENT IS SOLELY RESPONSIBLE UNDER THE TERMS OF THE CONSTRUCTION AGENCY AGREEMENT FOR THE LEASED PROPERTY, AND THE DESIGN, DEVELOPMENT, BUDGETING AND CONSTRUCTION OF THE TENANT FINANCED IMPROVEMENTS AND FOLLOWING THE BASE TERM COMMENCEMENT DATE, LESSEE IS SOLELY RESPONSIBLE UNDER THE TERMS OF THE LEASE FOR ANY ALTERATIONS OR MODIFICATIONS TO THE LEASED PROPERTY AND ALL ACTIVITIES CONDUCTED IN CONNECTION THEREWITH. LESSEE FURTHER ACKNOWLEDGES AND AGREES THAT IT IS LEASING THE LEASED PROPERTY "AS IS" WITHOUT REPRESENTATION, WARRANTY OR COVENANT (EXPRESS OR IMPLIED) BY XXXXXX, ADMINISTRATIVE AGENT OR ANY OF THE PARTICIPANTS AND IN EACH CASE SUBJECT TO (A) THE EXISTING STATE OF TITLE (EXCLUDING LESSOR LIENS), (B) THE RIGHTS OF ANY PARTIES IN POSSESSION THEREOF, (C) ANY STATE OF FACTS WHICH AN ACCURATE SURVEY OR PHYSICAL INSPECTION MIGHT SHOW, AND (D) VIOLATIONS XXXXX TIONS OF REQUIREMENTS OF LAW WHICH MAY EXIST ON THE DATE HEREOF OR ON THE ACQUISITION DATEHEREOF. NONE OF XXXXXXLESSOR, ADMINISTRATIVE AGENT OR ANY OF THE PARTICIPANTS HAS MADE OR SHALL BE DEEMED TO HAVE MADE ANY REPRESENTATION, WARRANTY OR COVENANT (EXPRESS OR IMPLIED) OR SHALL BE DEEMED TO HAVE ANY LIABILITY WHATSOEVER AS TO THE TITLE (OTHER THAN FOR LESSOR LIENS), VALUE, HABITABILITY, USE, CONDITION, DESIGN, OPERATION, OR FITNESS FOR USE OF THE LEASED PROPERTY (OR ANY PART THEREOF), OR ANY OTHER REPRESENTATION, WARRANTY OR COVENANT WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO THE LEASED PROPERTY (OR ANY PART THEREOF) AND NONE OF LESSOR, ADMINISTRATIVE AGENT OR ANY OF THE PARTICIPANTS SHALL BE LIABLE FOR ANY LATENT, HIDDEN, OR PATENT DEFECT THEREIN (OTHER THAN FOR LESSOR LIENS) OR THE FAILURE OF THE LEASED PROPERTY, OR ANY PART THEREOF, TO COMPLY WITH ANY REQUIREMENT OF LAW. Lessee has been afforded full opportunity to inspect the Leased Property, is satisfied with the results of its inspections and is entering into this Lease solely on the basis of the results of its own inspections, and all risks incident to the matters discussed in the preceding sentence, as between Lessor, Administrative Agent and the Participants, on the one hand, and Lessee, on the other, are to be borne by Lessee. The provisions of this SECTION 7.1 have been negotiated, and, except to the extent otherwise expressly stated, the foregoing provisions are intended to be a complete exclusion and negation of any representations or warranties by any of Lessor, the Administrative Agent or the Participants, express or implied, with respect to the Leased Property (or any interest therein), that may arise pursuant to any law now or hereafter in effect or otherwise.

Condition of the Leased Property. XXXXXX ACKNOWLEDGES AND AGREES THAT ALTHOUGH XXXXXX WILL OWN AND HOLD TITLE TO THE LEASED PROPERTY, INCLUDING THE TENANT IMPROVEMENTS AS SUCH IMPROVEMENTS ARE CONSTRUCTED, LESSEE IS SOLELY RESPONSIBLE FOR THE LEASED PROPERTY, AND THE DESIGN, DEVELOPMENT, BUDGETING AND CONSTRUCTION OF THE TENANT IMPROVEMENTS AND ANY ALTERATIONS OR MODIFICATIONS TO THE LEASED PROPERTY AND ALL ACTIVITIES CONDUCTED IN CONNECTION THEREWITH. LESSEE FURTHER ACKNOWLEDGES AND AGREES THAT IT IS LEASING THE LEASED PROPERTY "“AS IS" ” WITHOUT REPRESENTATION, WARRANTY OR COVENANT (EXPRESS OR IMPLIED) BY XXXXXXTHE LESSOR, ADMINISTRATIVE THE COLLATERAL AGENT OR ANY OF THE PARTICIPANTS LENDERS AND IN EACH CASE SUBJECT TO (Aa) THE EXISTING STATE OF TITLE (EXCLUDING LESSOR LIENS), (Bb) THE RIGHTS OF ANY PARTIES IN POSSESSION THEREOF, (Cc) ANY STATE OF FACTS WHICH AN ACCURATE SURVEY OR A PHYSICAL INSPECTION MIGHT SHOW, AND (Dd) VIOLATIONS OF REQUIREMENTS OF LAW WHICH MAY EXIST ON THE DATE HEREOF ON OR ON AT ANY TIME HEREAFTER AND (e) THE ACQUISITION DATERIGHTS OF GROUND LESSOR UNDER THE GROUND LEASE AND THE OTHER PARTIES UNDER THE RELATED AGREEMENTS, THE CSC SUBLEASE, AND ANY FIFTH FLOOR SUBLEASE. NONE OF XXXXXXTHE LESSOR, ADMINISTRATIVE THE COLLATERAL AGENT OR ANY OF THE PARTICIPANTS LENDERS HAS MADE OR SHALL BE DEEMED TO HAVE MADE ANY REPRESENTATION, WARRANTY OR COVENANT (OTHER THAN AS IN SECTION 4.1 HEREOF) (EXPRESS OR IMPLIED) OR SHALL BE DEEMED TO HAVE ANY LIABILITY WHATSOEVER AS TO THE TITLE (OTHER THAN FOR LESSOR LIENS), VALUE, HABITABILITY, USE, CONDITION, DESIGN, OPERATION, OR FITNESS FOR USE OF THE LEASED PROPERTY (OR ANY PART THEREOF), OR ANY OTHER REPRESENTATION, WARRANTY OR COVENANT WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO THE LEASED PROPERTY (OR ANY PART THEREOF) AND NONE OF THE LESSOR, ADMINISTRATIVE THE COLLATERAL AGENT OR ANY OF THE PARTICIPANTS LENDERS SHALL BE LIABLE FOR ANY LATENT, HIDDEN, OR PATENT DEFECT THEREIN (OTHER THAN FOR LESSOR LIENS) OR THE FAILURE OF THE LEASED PROPERTY, OR ANY PART THEREOF, TO COMPLY WITH ANY REQUIREMENT OF LAWAPPLICABLE LAWS. Lessee has been afforded full opportunity to inspect the Leased Property, is satisfied with the results of its inspections and is entering into this Lease solely on the basis of the results of its own inspections, and all All risks incident to the matters discussed in the preceding sentencesentences, as between the Lessor, Administrative the Collateral Agent and the ParticipantsLenders, on the one hand, and Lessee, on the other, are to be borne by Lessee. The provisions of this SECTION Section 7.1 have been negotiated, and, except to the extent otherwise expressly stated, the foregoing provisions are intended to be a complete exclusion and negation of any representations or warranties by any of the Lessor, the Administrative Collateral Agent or the ParticipantsLenders, express or implied, with respect to the Leased Property (or any interest therein), other than the obligation to remove Lessor Liens attributable to it, that may arise pursuant to any law now or hereafter in effect or otherwise.

Condition of the Leased Property. XXXXXX THE LESSEE ACKNOWLEDGES AND AGREES THAT ALTHOUGH XXXXXX LESSOR WILL OWN AND HOLD RECORD TITLE TO THE LEASED PROPERTY, INCLUDING THE TENANT IMPROVEMENTS LESSEE, ACTING AS SUCH IMPROVEMENTS ARE CONSTRUCTEDAGENT PURSUANT TO THE POWER OF ATTORNEY GRANTED TO THE LESSEE BY LESSOR HEREUNDER, LESSEE IS SOLELY RESPONSIBLE FOR THE LEASED PROPERTY, AND THE DESIGN, DEVELOPMENT, BUDGETING AND CONSTRUCTION OF THE TENANT IMPROVEMENTS AND ANY ALTERATIONS OR MODIFICATIONS TO THE LEASED PROPERTY AND ALL ACTIVITIES CONDUCTED IN CONNECTION THEREWITHTHEREWITH INCLUDING THE OBTAINING OF ALL PERMITS REQUIRED IN ACCORDANCE WITH APPLICABLE LAW. THE LESSEE FURTHER ACKNOWLEDGES AND AGREES THAT IT IS LEASING THE LEASED PROPERTY "“AS IS" ” WITHOUT REPRESENTATION, WARRANTY OR COVENANT (EXPRESS OR IMPLIED) BY XXXXXXLESSOR, THE ADMINISTRATIVE AGENT OR ANY OF THE PARTICIPANTS AND IN EACH CASE SUBJECT TO (A) THE EXISTING STATE OF TITLE (EXCLUDING LESSOR LIENS), (B) THE RIGHTS OF ANY PARTIES IN POSSESSION THEREOF, (C) ANY STATE OF FACTS WHICH AN ACCURATE SURVEY OR A PHYSICAL INSPECTION MIGHT SHOW, SHOW AND (D) VIOLATIONS OF REQUIREMENTS OF APPLICABLE LAW WITH RESPECT TO THE LEASED PROPERTY, LESSEE OR ITS OPERATIONS ON OR WITH RESPECT TO THE LEASED PROPERTY WHICH MAY EXIST ON THE DATE HEREOF OR ON THE ACQUISITION DATEHEREAFTER. NONE OF XXXXXXLESSOR, THE ADMINISTRATIVE AGENT OR ANY OF THE PARTICIPANTS HAS MADE OR SHALL BE DEEMED TO HAVE MADE ANY REPRESENTATION, WARRANTY OR COVENANT (EXPRESS OR IMPLIEDIMPLIED EXCEPT AS EXPRESSLY PROVIDED IN THE OPERATIVE DOCUMENTS) OR SHALL BE DEEMED TO HAVE ANY LIABILITY WHATSOEVER AS TO THE TITLE (OTHER THAN FOR LESSOR LIENS), VALUE, HABITABILITY, USE, CONDITION (INCLUDING ENVIRONMENTAL CONDITION), DESIGN, OPERATION, OR FITNESS FOR USE OF THE LEASED PROPERTY (OR ANY PART THEREOF), OR ANY OTHER REPRESENTATION, WARRANTY OR COVENANT WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO THE LEASED PROPERTY (OR ANY PART THEREOF) AND NONE OF LESSOR, THE ADMINISTRATIVE AGENT OR ANY OF THE PARTICIPANTS SHALL BE LIABLE FOR ANY LATENT, HIDDEN, OR PATENT DEFECT THEREIN (OTHER THAN FOR LESSOR LIENS) OR THE FAILURE OF THE LEASED PROPERTY, OR ANY PART THEREOF, TO COMPLY WITH ANY REQUIREMENT OF LAWAPPLICABLE LAWS. Lessee has been afforded full opportunity to inspect the Leased Property, is satisfied with the results of its inspections and is entering into this Lease solely on the basis of the results of its own inspections, and all All risks incident to the matters discussed in the preceding sentence, as between Lessor, the Administrative Agent and the Participants, on the one hand, and Lessee, on the other, are to be borne by Lessee. The provisions of this SECTION Section 7.1 have been negotiated, and, except to the extent otherwise expressly stated, the foregoing provisions are intended to be a complete exclusion and negation of any representations or warranties by any of Lessor, the Administrative Agent or the Participants, express or implied, with respect to the Leased Property (or any interest therein), other than the obligation to remove Lessor Liens attributable to it, that may arise pursuant to any law now or hereafter in effect or otherwise.

Condition of the Leased Property. XXXXXX ACKNOWLEDGES AND AGREES THAT ALTHOUGH XXXXXX WILL OWN AND HOLD RECORD TITLE TO THE LEASED PROPERTY, INCLUDING THE TENANT IMPROVEMENTS XXXXXX, ACTING AS SUCH IMPROVEMENTS ARE CONSTRUCTEDCONSTRUCTION AGENT, LESSEE IS SOLELY RESPONSIBLE UNDER THE TERMS OF THE CONSTRUCTION AGENCY AGREEMENT (I) FOR THE LEASED PROPERTY, AND THE DESIGN, DEVELOPMENT, BUDGETING AND CONSTRUCTION OF THE TENANT IMPROVEMENTS 3/6/19, 9:29 AMExhibit Page 23 of 87xxxxx://xxx.xxx.xxx/Archives/xxxxx/data/702165/000070216519000020/nslease-030519.htm FACILITY, AND (II) FOR ANY ALTERATIONS OR MODIFICATIONS TO THE LEASED PROPERTY AND ALL ACTIVITIES CONDUCTED IN CONNECTION THEREWITH. LESSEE XXXXXX FURTHER ACKNOWLEDGES AND AGREES THAT IT IS LEASING THE LEASED PROPERTY "“AS IS" ” WITHOUT REPRESENTATION, WARRANTY OR COVENANT (EXPRESS OR IMPLIED) BY XXXXXX, THE ADMINISTRATIVE AGENT OR ANY OF THE PARTICIPANTS AND IN EACH CASE SUBJECT TO (A) THE EXISTING STATE OF TITLE (EXCLUDING LESSOR LIENS), (B) THE RIGHTS OF ANY PARTIES IN POSSESSION THEREOF, (C) ANY STATE OF FACTS WHICH AN ACCURATE SURVEY OR A PHYSICAL INSPECTION MIGHT SHOW, AND (D) VIOLATIONS OF REQUIREMENTS OF APPLICABLE LAW WITH RESPECT TO THE LEASED PROPERTY, LESSEE OR ITS OPERATIONS ON OR WITH RESPECT TO THE LEASED PROPERTY WHICH MAY EXIST ON THE DATE HEREOF OR ON HEREAFTER AND (E) THE ACQUISITION DATERIGHTS OF THE PARTIES UNDER THE GROUND LEASE, GROUND SUBLEASE AND AUTHORITY LEASE. NONE OF XXXXXXLESSOR, THE ADMINISTRATIVE AGENT OR ANY OF AND THE PARTICIPANTS HAS MADE OR SHALL BE DEEMED TO HAVE MADE ANY REPRESENTATION, WARRANTY OR COVENANT (EXPRESS OR IMPLIEDIMPLIED EXCEPT AS EXPRESSLY PROVIDED IN THE OPERATIVE DOCUMENTS) OR SHALL BE DEEMED TO HAVE ANY LIABILITY WHATSOEVER AS TO THE TITLE (OTHER THAN FOR LESSOR LIENS), VALUE, HABITABILITY, USE, CONDITION (INCLUDING ENVIRONMENTAL CONDITION), DESIGN, OPERATION, OR FITNESS FOR USE OF THE LEASED PROPERTY (OR ANY PART THEREOF), OR ANY OTHER REPRESENTATION, WARRANTY OR COVENANT WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO THE LEASED PROPERTY (OR ANY PART THEREOF) AND NONE OF LESSOR, THE ADMINISTRATIVE AGENT OR ANY OF THE PARTICIPANTS SHALL BE LIABLE FOR ANY LATENT, HIDDEN, OR PATENT DEFECT THEREIN (OTHER THAN FOR LESSOR LIENS) OR THE FAILURE OF THE LEASED PROPERTY, OR ANY PART THEREOF, TO COMPLY WITH ANY REQUIREMENT OF LAWAPPLICABLE LAWS. Lessee has been afforded full opportunity to inspect the Leased Property, is satisfied with the results of its inspections and is entering into this Lease solely on the basis of the results of its own inspections, and all All risks incident to the matters discussed in the preceding sentence, as between LessorXxxxxx, the Administrative Agent and the Participants, on the one hand, and LesseeXxxxxx, on the other, are to be borne by LesseeXxxxxx. The provisions of this SECTION Section 7.1 have been negotiated, and, except to the extent otherwise expressly stated, the foregoing provisions are intended to be a complete exclusion and negation of any representations or warranties by any of Lessor, the Administrative Agent or the Participants, express or implied, with respect to the Leased Property (or any interest therein), that may arise pursuant to any law now or hereafter in effect or otherwise. Xxxxxx hereby agrees that neither Lessor nor the Administrative Agent shall be obligated to perform any covenant or agreement set forth herein or in the other Operative Documents or permit the exercise by Lessee of any right set forth herein or in the other Operative Documents if such agreement or covenant or the exercise of such right is prohibited by or conflicts with the terms of the Authority Lease.

Condition of the Leased Property. XXXXXX ACKNOWLEDGES AND AGREES THAT ALTHOUGH XXXXXX WILL OWN AND HOLD TITLE TO THE LEASED PROPERTYLessee acknowledges receipt and delivery of possession of the Leased Property and that Lessee has examined and otherwise has acquired knowledge of the condition of the Leased Property prior to the execution and delivery of this Lease and has found the same to be in good order and repair and satisfactory for its purpose hereunder. Lessee is leasing the Leased Property “as is” and “where is” in its present condition. Lessee has not relied on any representation or warranty by Lessor and hereby waives any claim or action against Lessor in respect of the condition of the Leased Property. LESSOR MAKES NO WARRANTY OR REPRESENTATION, INCLUDING THE TENANT IMPROVEMENTS AS SUCH IMPROVEMENTS ARE CONSTRUCTEDEXPRESS OR IMPLIED, LESSEE IS SOLELY RESPONSIBLE FOR THE LEASED PROPERTY, AND THE DESIGN, DEVELOPMENT, BUDGETING AND CONSTRUCTION IN RESPECT OF THE TENANT IMPROVEMENTS AND ANY ALTERATIONS OR MODIFICATIONS TO THE LEASED PROPERTY AND OR ANY PART THEREOF, EITHER AS TO ITS FITNESS FOR USE, SUITABILITY, DESIGN OR CONDITION FOR ANY PARTICULAR USE OR PURPOSE OR OTHERWISE, AS TO QUALITY OF THE MATERIAL OR WORKMANSHIP THEREIN, LATENT OR PATENT, IT BEING AGREED THAT ALL ACTIVITIES CONDUCTED IN CONNECTION THEREWITHSUCH RISKS ARE TO BE BORNE BY LESSEE. LESSEE FURTHER ACKNOWLEDGES AND AGREES THAT IT IS LEASING THE LEASED PROPERTY "AS IS" WITHOUT REPRESENTATIONHAS BEEN INSPECTED BY LESSEE AND IS SATISFACTORY TO IT. ACCORDINGLY, WARRANTY OR COVENANT (EXPRESS OR IMPLIED) BY XXXXXXLESSEE HEREBY ACKNOWLEDGES THAT LESSOR HAS NOT MADE AND WILL NOT MAKE, ADMINISTRATIVE AGENT OR ANY OF THE PARTICIPANTS AND IN EACH CASE SUBJECT TO (A) THE EXISTING STATE OF TITLE (EXCLUDING NOR SHALL LESSOR LIENS), (B) THE RIGHTS OF ANY PARTIES IN POSSESSION THEREOF, (C) ANY STATE OF FACTS WHICH AN ACCURATE SURVEY OR PHYSICAL INSPECTION MIGHT SHOW, AND (D) VIOLATIONS OF REQUIREMENTS OF LAW WHICH MAY EXIST ON THE DATE HEREOF OR ON THE ACQUISITION DATE. NONE OF XXXXXX, ADMINISTRATIVE AGENT OR ANY OF THE PARTICIPANTS HAS MADE OR SHALL BE DEEMED TO HAVE MADE ANY WARRANTY OR REPRESENTATION, WARRANTY OR COVENANT (WHETHER EXPRESS OR IMPLIED) , INCLUDING WITHOUT LIMITATION, ALL WARRANTIES THAT THE LEASED PROPERTY IS FREE FROM VICES, DEFECTS AND DEFICIENCIES, WHETHER HIDDEN OR SHALL BE DEEMED TO HAVE APPARENT OR ANY LIABILITY WHATSOEVER WARRANTY AS TO THE TITLE (OTHER THAN FOR LESSOR LIENS)FITNESS, VALUE, HABITABILITY, USE, CONDITION, DESIGN, OPERATION, DESIGN OR FITNESS FOR USE CONDITION OF THE LEASED PROPERTY (FOR ANY PARTICULAR USE OR PURPOSE OF SUCH LEASED PREMISES. THE PROVISIONS OF THIS SECTION 6.2 HAVE BEEN NEGOTIATED, AND ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION OF ANY PART THEREOF)WARRANTIES BY LESSOR, EXPRESS, IMPLIED OR ANY OTHER REPRESENTATION, WARRANTY OR COVENANT WHATSOEVER, EXPRESS OR IMPLIEDCREATED BY APPLICABLE LAW, WITH RESPECT TO THE LEASED PROPERTY (OR ANY PART THEREOF) AND NONE OF LESSOR, ADMINISTRATIVE AGENT OR ANY OF THE PARTICIPANTS SHALL BE LIABLE FOR ANY LATENT, HIDDEN, OR PATENT DEFECT THEREIN (OTHER THAN FOR LESSOR LIENS) OR THE FAILURE CONDITION OF THE LEASED PROPERTY, OR ANY PART THEREOF, TO COMPLY WITH ANY REQUIREMENT OF LAW. Lessee has been afforded full opportunity to inspect the Leased Property, is satisfied with the results of its inspections and is entering into this Lease solely on the basis of the results of its own inspections, and all risks incident to the matters discussed in the preceding sentence, as between Lessor, Administrative Agent and the Participants, on the one hand, and Lessee, on the other, are to be borne by Lessee. The provisions of this SECTION 7.1 have been negotiated, and, except to the extent otherwise expressly stated, the foregoing provisions are intended to be a complete exclusion and negation of any representations or warranties by any of Lessor, the Administrative Agent or the Participants, express or implied, with respect to the Leased Property (or any interest therein), that may arise pursuant to any law now or hereafter in effect or otherwise.

Condition of the Leased Property. XXXXXX Tenant acknowledges receipt and -------------------------------- delivery of possession of the Leased Property and that Tenant has examined or otherwise has knowledge of the condition of the Leased Property prior to the execution and delivery of this Lease. Regardless, however, of any inspection made by Tenant of the Leased Property and whether or not any patent or latent defect or condition was revealed or discovered thereby, Tenant is leasing the Leased Property "as is" in its present condition. Tenant waives and releases any claim or action against Landlord in respect of the condition of the Leased Property including any defects or adverse conditions latent or patent, matured or unmatured, known or unknown by Tenant or Landlord as of the date hereof. TENANT ACKNOWLEDGES THAT LANDLORD (WHETHER ACTING AS LANDLORD HEREUNDER OR IN ANY OTHER CAPACITY) HAS NOT MADE AND AGREES THAT ALTHOUGH XXXXXX WILL OWN AND HOLD TITLE TO THE LEASED PROPERTYNOT MAKE, INCLUDING THE TENANT IMPROVEMENTS AS SUCH IMPROVEMENTS ARE CONSTRUCTED, LESSEE IS SOLELY RESPONSIBLE FOR THE LEASED PROPERTY, AND THE DESIGN, DEVELOPMENT, BUDGETING AND CONSTRUCTION OF THE TENANT IMPROVEMENTS AND ANY ALTERATIONS OR MODIFICATIONS TO THE LEASED PROPERTY AND ALL ACTIVITIES CONDUCTED IN CONNECTION THEREWITH. LESSEE FURTHER ACKNOWLEDGES AND AGREES THAT IT IS LEASING THE LEASED PROPERTY "AS IS" WITHOUT REPRESENTATION, WARRANTY OR COVENANT (EXPRESS OR IMPLIED) BY XXXXXX, ADMINISTRATIVE AGENT OR ANY OF THE PARTICIPANTS AND IN EACH CASE SUBJECT TO (A) THE EXISTING STATE OF TITLE (EXCLUDING LESSOR LIENS), (B) THE RIGHTS OF ANY PARTIES IN POSSESSION THEREOF, (C) ANY STATE OF FACTS WHICH AN ACCURATE SURVEY OR PHYSICAL INSPECTION MIGHT SHOW, AND (D) VIOLATIONS OF REQUIREMENTS OF LAW WHICH MAY EXIST ON THE DATE HEREOF OR ON THE ACQUISITION DATE. NONE OF XXXXXX, ADMINISTRATIVE AGENT OR ANY OF THE PARTICIPANTS HAS MADE OR NOR SHALL LANDLORD BE DEEMED TO HAVE MADE MADE, ANY REPRESENTATION, WARRANTY OR COVENANT (EXPRESS OR IMPLIED) OR SHALL BE DEEMED TO HAVE ANY LIABILITY WHATSOEVER AS TO THE TITLE (OTHER THAN FOR LESSOR LIENS), VALUE, HABITABILITY, USE, CONDITION, DESIGN, OPERATION, OR FITNESS FOR USE OF THE LEASED PROPERTY (OR ANY PART THEREOF), OR ANY OTHER REPRESENTATION, WARRANTY OR COVENANT WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO THE LEASED PROPERTY PROPERTY, INCLUDING ANY WARRANTY OR REPRESENTATION AS TO (i) ITS FITNESS, DESIGN OR CONDITION FOR ANY PART THEREOFPARTICULAR USE OR PURPOSE, (ii) AND NONE OF LESSOR, ADMINISTRATIVE AGENT OR ANY THE QUALITY OF THE PARTICIPANTS MATERIAL OR WORKMANSHIP THEREIN, (iii) THE EXISTENCE OF ANY DEFECT, LATENT OR PATENT, (iv) VALUE, (v) COMPLIANCE WITH SPECIFICATIONS, (vi) LOCATION, (vii) USE, (viii) CONDITION, (ix) MERCHANTABILITY, (xii) QUALITY, (xiii) DESCRIPTION, (xiv) DURABILITY, (xv) OPERATION, (xvi) THE EXISTENCE OF ANY HAZARDOUS MATERIAL, (xvii) COMPLIANCE OF THE LEASED PROPERTY WITH ANY LAW (INCLUDING ENVIRONMENTAL LAWS), OR LEGAL REQUIREMENTS. TENANT ACKNOWLEDGES THAT THE LEASED PROPERTY HAS BEEN INSPECTED BY TENANT AND IS SATISFACTORY TO IT. IN THE EVENT OF ANY DEFECT OR DEFICIENCY IN THE LEASED PROPERTY OF ANY NATURE, WHETHER LATENT OR PATENT, AS BETWEEN LANDLORD AND TENANT, LANDLORD SHALL BE LIABLE NOT HAVE ANY RESPONSIBILITY OR LIABILITY WITH RESPECT THERETO OR FOR ANY LATENTINCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING STRICT LIABILTY IN TORT). THE PROVISIONS OF THIS SECTION 5.2 HAVE BEEN NEGOTIATED, HIDDENAND ARE INTENDED TO BE A COMPLETE ----------- EXCLUSION AND NEGATION OF ANY WARRANTIES BY LANDLORD, EXPRESS OR PATENT DEFECT THEREIN (OTHER THAN FOR LESSOR LIENS) OR THE FAILURE OF IMPLIED, WITH RESPECT TO THE LEASED PROPERTY, ARISING PURSUANT TO THE UNIFORM COMMERCIAL CODE OR ANY PART THEREOF, TO COMPLY WITH ANY REQUIREMENT OF LAWOTHER LAW NOW OR HEREAFTER IN EFFECT OR ARISING OTHERWISE. Lessee Tenant acknowledges that (i) Tenant has been afforded full opportunity to inspect operating and managing the Leased PropertyProperty commencing on March 16, is satisfied 1996 pursuant to a management agreement with the results of its inspections Seller and is entering into this Lease solely on the basis that Tenant has superior knowledge of the results condition of its own inspectionsthe Leased Property than does Landlord, (ii) Tenant has only the leasehold right of possession and use of the Leased Property as provided herein, (iii) to Tenant's actual knowledge the improvements and operation of the Leased Property comply with all Legal Requirements and all risks incident material insurance requirements, (iv) to Tenant's actual knowledge all easements and licenses necessary or appropriate for the matters discussed in use or operation of the preceding sentence, as between Lessor, Administrative Agent and the Participants, on the one hand, and Lessee, on the other, are to be borne by Lessee. The provisions of this SECTION 7.1 Leased Property have been negotiatedobtained, and, except (v) to the extent otherwise expressly stated, the foregoing provisions are intended to be a complete exclusion Tenant's actual knowledge all contractors and negation of any representations subcontractors who have performed work on or warranties by any of Lessor, the Administrative Agent or the Participants, express or implied, with respect supplied materials to the Leased Property have been fully paid, and all materials to the Leased Property have been fully paid for, (vi) to the best of Tenant's knowledge the improvements have been completed in all material respects in a workmanlike manner of first class quality, and (vii) to Tenant's actual knowledge all equipment necessary or any interest therein), that may arise pursuant to any law now appropriate for the use or hereafter operation of the Leased Property has been installed and is presently operative in effect or otherwiseall material respects.

Condition of the Leased Property. XXXXXX ACKNOWLEDGES AND AGREES THAT ALTHOUGH XXXXXX WILL OWN AND HOLD TITLE TO THE LEASED PROPERTYLessee acknowledges receipt and delivery of possession of the portions of the Leased Property upon which the Facilities are or shall be situated and 27 that Lessee has examined and otherwise has acquired knowledge of the condition of the Leased Property prior to the execution and delivery of this Lease and has found the same to be in good order and repair and satisfactory for its purpose hereunder. Lessee is leasing the Leased Property "as is" and "where is" in its present condition Lessee has not relied on any representation or warranty by Lessor and hereby waives any claim or action against Lessor in respect of the condition of the Leased Property. LESSOR MAKES NO WARRANTY OR REPRESENTATION, INCLUDING THE TENANT IMPROVEMENTS AS SUCH IMPROVEMENTS ARE CONSTRUCTEDEXPRESS OR IMPLIED, LESSEE IS SOLELY RESPONSIBLE FOR THE LEASED PROPERTY, AND THE DESIGN, DEVELOPMENT, BUDGETING AND CONSTRUCTION IN RESPECT OF THE TENANT IMPROVEMENTS AND ANY ALTERATIONS OR MODIFICATIONS TO THE LEASED PROPERTY AND OR ANY PART THEREOF, EITHER AS TO ITS FITNESS FOR USE, SUITABILITY, DESIGN OR CONDITION FOR ANY PARTICULAR USE OR PURPOSE OR OTHERWISE, AS TO QUALITY OF THE MATERIAL OR WORKMANSHIP THEREIN, LATENT OR PATENT, IT BEING AGREED THAT ALL ACTIVITIES CONDUCTED IN CONNECTION THEREWITHSUCH RISKS ARE TO BE BORNE BY LESSEE. LESSEE FURTHER ACKNOWLEDGES AND AGREES THAT IT IS LEASING THE LEASED PROPERTY "AS IS" WITHOUT REPRESENTATIONHAS BEEN INSPECTED BY LESSEE AND IS SATISFACTORY TO LESSEE. ACCORDINGLY, WARRANTY OR COVENANT (EXPRESS OR IMPLIED) BY XXXXXXLESSEE HEREBY ACKNOWLEDGES THAT LESSOR HAS NOT MADE AND WILL NOT MAKE, ADMINISTRATIVE AGENT OR ANY OF THE PARTICIPANTS AND IN EACH CASE SUBJECT TO (A) THE EXISTING STATE OF TITLE (EXCLUDING NOR SHALL LESSOR LIENS), (B) THE RIGHTS OF ANY PARTIES IN POSSESSION THEREOF, (C) ANY STATE OF FACTS WHICH AN ACCURATE SURVEY OR PHYSICAL INSPECTION MIGHT SHOW, AND (D) VIOLATIONS OF REQUIREMENTS OF LAW WHICH MAY EXIST ON THE DATE HEREOF OR ON THE ACQUISITION DATE. NONE OF XXXXXX, ADMINISTRATIVE AGENT OR ANY OF THE PARTICIPANTS HAS MADE OR SHALL BE DEEMED TO HAVE MADE ANY WARRANTY OR REPRESENTATION, WARRANTY OR COVENANT (WHETHER EXPRESS OR IMPLIED) , INCLUDING WITHOUT LIMITATION, ALL WARRANTIES THAT THE LEASED PROPERTY IS FREE FROM VICES, DEFECTS AND DEFICIENCIES, WHETHER HIDDEN OR SHALL BE DEEMED TO HAVE APPARENT OR ANY LIABILITY WHATSOEVER WARRANTY AS TO THE TITLE (OTHER THAN FOR LESSOR LIENS)FITNESS, VALUE, HABITABILITY, USE, CONDITION, DESIGN, OPERATION, DESIGN OR FITNESS FOR USE CONDITION OF THE LEASED PROPERTY (FOR ANY PARTICULAR USE OR PURPOSE OF SUCH LEASED PROPERTY. THE PROVISIONS OF THIS SECTION 7.1 HAVE BEEN NEGOTIATED, AND ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION OF ANY PART THEREOF)WARRANTIES BY LESSOR, EXPRESS, IMPLIED OR ANY OTHER REPRESENTATION, WARRANTY OR COVENANT WHATSOEVER, EXPRESS OR IMPLIEDCREATED BY APPLICABLE LAW, WITH RESPECT TO THE LEASED PROPERTY (OR ANY PART THEREOF) AND NONE OF LESSOR, ADMINISTRATIVE AGENT OR ANY OF THE PARTICIPANTS SHALL BE LIABLE FOR ANY LATENT, HIDDEN, OR PATENT DEFECT THEREIN (OTHER THAN FOR LESSOR LIENS) OR THE FAILURE CONDITION OF THE LEASED PROPERTY, OR ANY PART THEREOF, TO COMPLY WITH ANY REQUIREMENT OF LAW. Lessee has been afforded full opportunity to inspect the Leased Property, is satisfied with the results of its inspections and is entering into this Lease solely on the basis of the results of its own inspections, and all risks incident to the matters discussed in the preceding sentence, as between Lessor, Administrative Agent and the Participants, on the one hand, and Lessee, on the other, are to be borne by Lessee. The provisions of this SECTION 7.1 have been negotiated, and, except to the extent otherwise expressly stated, the foregoing provisions are intended to be a complete exclusion and negation of any representations or warranties by any of Lessor, the Administrative Agent or the Participants, express or implied, with respect to the Leased Property (or any interest therein), that may arise pursuant to any law now or hereafter in effect or otherwise.

Condition of the Leased Property. XXXXXX ACKNOWLEDGES AND AGREES THAT ALTHOUGH XXXXXX WILL OWN AND HOLD TITLE TO THE LEASED PROPERTYLessee acknowledges receipt and delivery of possession of the Leased Property and that Lessee has examined and otherwise has acquired knowledge of the condition of the Leased Property prior to the execution and delivery of this Lease and has found the same to be satisfactory for its purpose hereunder. Lessee is leasing the Leased Property “as is” and “where is” in its present condition. Lessee has not relied on any representation or warranty by Lessor and hereby waives any claim or action against Lessor in respect of the 4834-1440-2281v12 condition of the Leased Property. LESSOR MAKES NO WARRANTY OR REPRESENTATION, INCLUDING THE TENANT IMPROVEMENTS AS SUCH IMPROVEMENTS ARE CONSTRUCTEDEXPRESS OR IMPLIED, LESSEE IS SOLELY RESPONSIBLE FOR THE LEASED PROPERTY, AND THE DESIGN, DEVELOPMENT, BUDGETING AND CONSTRUCTION IN RESPECT OF THE TENANT IMPROVEMENTS AND ANY ALTERATIONS OR MODIFICATIONS TO THE LEASED PROPERTY AND OR ANY PART THEREOF, EITHER AS TO ITS FITNESS FOR USE, SUITABILITY, DESIGN OR CONDITION FOR ANY PARTICULAR USE OR PURPOSE OR OTHERWISE, AS TO QUALITY OF THE MATERIAL OR WORKMANSHIP THEREIN, LATENT OR PATENT, IT BEING AGREED THAT ALL ACTIVITIES CONDUCTED IN CONNECTION THEREWITHSUCH RISKS ARE TO BE BORNE BY LESSEE. LESSEE FURTHER ACKNOWLEDGES AND AGREES THAT IT IS LEASING THE LEASED PROPERTY "AS IS" WITHOUT REPRESENTATIONHAS BEEN INSPECTED BY LESSEE AND IS SATISFACTORY TO IT. ACCORDINGLY, WARRANTY OR COVENANT (EXPRESS OR IMPLIED) BY XXXXXXLESSEE HEREBY ACKNOWLEDGES THAT LESSOR HAS NOT MADE AND WILL NOT MAKE, ADMINISTRATIVE AGENT OR ANY OF THE PARTICIPANTS AND IN EACH CASE SUBJECT TO (A) THE EXISTING STATE OF TITLE (EXCLUDING NOR SHALL LESSOR LIENS), (B) THE RIGHTS OF ANY PARTIES IN POSSESSION THEREOF, (C) ANY STATE OF FACTS WHICH AN ACCURATE SURVEY OR PHYSICAL INSPECTION MIGHT SHOW, AND (D) VIOLATIONS OF REQUIREMENTS OF LAW WHICH MAY EXIST ON THE DATE HEREOF OR ON THE ACQUISITION DATE. NONE OF XXXXXX, ADMINISTRATIVE AGENT OR ANY OF THE PARTICIPANTS HAS MADE OR SHALL BE DEEMED TO HAVE MADE ANY WARRANTY OR REPRESENTATION, WARRANTY OR COVENANT (WHETHER EXPRESS OR IMPLIED) , INCLUDING WITHOUT LIMITATION, ALL WARRANTIES THAT THE LEASED PROPERTY IS FREE FROM VICES, DEFECTS AND DEFICIENCIES, WHETHER HIDDEN OR SHALL BE DEEMED TO HAVE APPARENT OR ANY LIABILITY WHATSOEVER WARRANTY AS TO THE TITLE (OTHER THAN FOR LESSOR LIENS)FITNESS, VALUE, HABITABILITY, USE, CONDITION, DESIGN, OPERATION, DESIGN OR FITNESS FOR USE CONDITION OF THE LEASED PROPERTY (FOR ANY PARTICULAR USE OR PURPOSE OF SUCH LEASED PROPERTY. THE PROVISIONS OF THIS SECTION 7.1 HAVE BEEN NEGOTIATED, AND ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION OF ANY PART THEREOF)WARRANTIES BY LESSOR, EXPRESS, IMPLIED OR ANY OTHER REPRESENTATION, WARRANTY OR COVENANT WHATSOEVER, EXPRESS OR IMPLIEDCREATED BY APPLICABLE LAW, WITH RESPECT TO THE LEASED PROPERTY (OR ANY PART THEREOF) AND NONE OF LESSOR, ADMINISTRATIVE AGENT OR ANY OF THE PARTICIPANTS SHALL BE LIABLE FOR ANY LATENT, HIDDEN, OR PATENT DEFECT THEREIN (OTHER THAN FOR LESSOR LIENS) OR THE FAILURE CONDITION OF THE LEASED PROPERTY, OR ANY PART THEREOF, TO COMPLY WITH ANY REQUIREMENT OF LAW. Lessee has been afforded full opportunity to inspect the Leased Property, is satisfied with the results of its inspections and is entering into this Lease solely on the basis of the results of its own inspections, and all risks incident to the matters discussed in the preceding sentence, as between Lessor, Administrative Agent and the Participants, on the one hand, and Lessee, on the other, are to be borne by Lessee. The provisions of this SECTION 7.1 have been negotiated, and, except to the extent otherwise expressly stated, the foregoing provisions are intended to be a complete exclusion and negation of any representations or warranties by any of Lessor, the Administrative Agent or the Participants, express or implied, with respect to the Leased Property (or any interest therein), that may arise pursuant to any law now or hereafter in effect or otherwise.

Condition of the Leased Property. XXXXXX Tenant acknowledges receipt -------------------------------- and delivery of possession of the Leased Property and that Tenant has examined or otherwise has knowledge of the condition of the Leased Property prior to the execution and delivery of this Lease. Regardless, however, of any inspection made by Tenant of the Leased Property and whether or not any patent or latent defect or condition was revealed or discovered thereby, Tenant is leasing the Leased Property "as is" in its present condition. Tenant waives and releases any claim or action against Landlord in respect of the condition of the Leased Property including any defects or adverse conditions latent or patent, matured or unmatured, known or unknown by Tenant or Landlord as of the date hereof. TENANT ACKNOWLEDGES THAT LANDLORD (WHETHER ACTING AS LANDLORD HEREUNDER OR IN ANY OTHER CAPACITY) HAS NOT MADE AND AGREES THAT ALTHOUGH XXXXXX WILL OWN AND HOLD TITLE TO THE LEASED PROPERTYNOT MAKE, INCLUDING THE TENANT IMPROVEMENTS AS SUCH IMPROVEMENTS ARE CONSTRUCTED, LESSEE IS SOLELY RESPONSIBLE FOR THE LEASED PROPERTY, AND THE DESIGN, DEVELOPMENT, BUDGETING AND CONSTRUCTION OF THE TENANT IMPROVEMENTS AND ANY ALTERATIONS OR MODIFICATIONS TO THE LEASED PROPERTY AND ALL ACTIVITIES CONDUCTED IN CONNECTION THEREWITH. LESSEE FURTHER ACKNOWLEDGES AND AGREES THAT IT IS LEASING THE LEASED PROPERTY "AS IS" WITHOUT REPRESENTATION, WARRANTY OR COVENANT (EXPRESS OR IMPLIED) BY XXXXXX, ADMINISTRATIVE AGENT OR ANY OF THE PARTICIPANTS AND IN EACH CASE SUBJECT TO (A) THE EXISTING STATE OF TITLE (EXCLUDING LESSOR LIENS), (B) THE RIGHTS OF ANY PARTIES IN POSSESSION THEREOF, (C) ANY STATE OF FACTS WHICH AN ACCURATE SURVEY OR PHYSICAL INSPECTION MIGHT SHOW, AND (D) VIOLATIONS OF REQUIREMENTS OF LAW WHICH MAY EXIST ON THE DATE HEREOF OR ON THE ACQUISITION DATE. NONE OF XXXXXX, ADMINISTRATIVE AGENT OR ANY OF THE PARTICIPANTS HAS MADE OR NOR SHALL LANDLORD BE DEEMED TO HAVE MADE MADE, ANY REPRESENTATION, WARRANTY OR COVENANT (EXPRESS OR IMPLIED) OR SHALL BE DEEMED TO HAVE ANY LIABILITY WHATSOEVER AS TO THE TITLE (OTHER THAN FOR LESSOR LIENS), VALUE, HABITABILITY, USE, CONDITION, DESIGN, OPERATION, OR FITNESS FOR USE OF THE LEASED PROPERTY (OR ANY PART THEREOF), OR ANY OTHER REPRESENTATION, WARRANTY OR COVENANT WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO THE LEASED PROPERTY PROPERTY, INCLUDING ANY WARRANTY OR REPRESENTATION AS TO (i) ITS FITNESS, DESIGN OR CONDITION FOR ANY PART THEREOFPARTICULAR USE OR PURPOSE, (ii) AND NONE OF LESSOR, ADMINISTRATIVE AGENT OR ANY THE QUALITY OF THE PARTICIPANTS SHALL BE LIABLE FOR MATERIAL OR WORKMANSHIP THEREIN, (iii) THE EXISTENCE OF ANY LATENTDEFECT, HIDDENLATENT OR PATENT, OR PATENT DEFECT THEREIN (OTHER THAN FOR LESSOR LIENSiv) OR VALUE, (v) COMPLIANCE WITH SPECIFICATIONS, (vi) LOCATION, (vii) USE, (viii) CONDITION, (ix) MERCHANTABILITY, (xii) QUALITY, (xiii) DESCRIPTION, (xiv) DURABILITY, (xv) OPERATION, (xvi) THE FAILURE EXISTENCE OF ANY HAZARDOUS MATERIAL, (xvii) COMPLIANCE OF THE LEASED PROPERTY WITH ANY LAW (INCLUDING ENVIRONMENTAL LAWS) OR LEGAL REQUIREMENTS OR (xviii) LANDLORD'S TITLE THERETO. TENANT ACKNOWLEDGES THAT THE LEASED PROPERTY HAS BEEN INSPECTED BY TENANT AND IS SATISFACTORY TO IT. IN THE EVENT OF ANY DEFECT OR DEFICIENCY IN THE LEASED PROPERTY OF ANY NATURE, WHETHER LATENT OR PATENT, AS BETWEEN LANDLORD AND TENANT, LANDLORD SHALL NOT HAVE ANY RESPONSIBILITY OR LIABILITY WITH RESPECT THERETO OR FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING STRICT LIABILITY IN TORT). THE PROVISIONS OF THIS SECTION 5.2 HAVE BEEN NEGOTIATED, AND ARE INTENDED TO BE A COMPLETE ----------- EXCLUSION AND NEGATION OF ANY WARRANTIES BY LANDLORD, EXPRESS OR IMPLIED, WITH RESPECT TO THE LEASED PROPERTY, . ARISING PURSUANT TO THE UNIFORM COMMERCIAL CODE OR ANY PART THEREOF, TO COMPLY WITH ANY REQUIREMENT OF LAW. Lessee has been afforded full opportunity to inspect the Leased Property, is satisfied with the results of its inspections and is entering into this Lease solely on the basis of the results of its own inspections, and all risks incident to the matters discussed in the preceding sentence, as between Lessor, Administrative Agent and the Participants, on the one hand, and Lessee, on the other, are to be borne by Lessee. The provisions of this SECTION 7.1 have been negotiated, and, except to the extent otherwise expressly stated, the foregoing provisions are intended to be a complete exclusion and negation of any representations or warranties by any of Lessor, the Administrative Agent or the Participants, express or implied, with respect to the Leased Property (or any interest therein), that may arise pursuant to any law now or hereafter in effect or otherwiseOTHER LAW NOW OR HEREAFTER IN EFFECT OR ARISING OTHERWISE.

Condition of the Leased Property. XXXXXX ACKNOWLEDGES AND AGREES THAT ALTHOUGH XXXXXX WILL OWN AND HOLD TITLE TO THE LEASED PROPERTYLessee acknowledges receipt and delivery of possession of the Leased Property and that Lessee has examined and otherwise has acquired knowledge of the condition of the Leased Property prior to the execution and delivery of this Lease and has found the same to be satisfactory for its purpose hereunder. Lessee is leasing the Leased Property “as is” and “where is” in its present condition. Lessee has not relied on any representation or warranty by Lessor and hereby waives any claim or action against Lessor in respect of the condition of the Leased Property. LESSOR MAKES NO WARRANTY OR REPRESENTATION, INCLUDING THE TENANT IMPROVEMENTS AS SUCH IMPROVEMENTS ARE CONSTRUCTEDEXPRESS OR IMPLIED, LESSEE IS SOLELY RESPONSIBLE FOR THE LEASED PROPERTY, AND THE DESIGN, DEVELOPMENT, BUDGETING AND CONSTRUCTION IN RESPECT OF THE TENANT IMPROVEMENTS AND ANY ALTERATIONS OR MODIFICATIONS TO THE LEASED PROPERTY AND OR ANY PART THEREOF, EITHER AS TO ITS FITNESS FOR USE, SUITABILITY, DESIGN OR CONDITION FOR ANY PARTICULAR USE OR PURPOSE OR OTHERWISE, AS TO QUALITY OF THE MATERIAL OR WORKMANSHIP THEREIN, LATENT OR PATENT, IT BEING AGREED THAT ALL ACTIVITIES CONDUCTED IN CONNECTION THEREWITHSUCH RISKS ARE TO BE BORNE BY LESSEE. LESSEE FURTHER ACKNOWLEDGES AND AGREES THAT IT IS LEASING THE LEASED PROPERTY "AS IS" WITHOUT REPRESENTATIONHAS BEEN INSPECTED BY LESSEE AND IS SATISFACTORY TO IT. ACCORDINGLY, WARRANTY OR COVENANT (EXPRESS OR IMPLIED) BY XXXXXXLESSEE HEREBY ACKNOWLEDGES THAT LESSOR HAS NOT MADE AND WILL NOT MAKE, ADMINISTRATIVE AGENT OR ANY OF THE PARTICIPANTS AND IN EACH CASE SUBJECT TO (A) THE EXISTING STATE OF TITLE (EXCLUDING NOR SHALL LESSOR LIENS), (B) THE RIGHTS OF ANY PARTIES IN POSSESSION THEREOF, (C) ANY STATE OF FACTS WHICH AN ACCURATE SURVEY OR PHYSICAL INSPECTION MIGHT SHOW, AND (D) VIOLATIONS OF REQUIREMENTS OF LAW WHICH MAY EXIST ON THE DATE HEREOF OR ON THE ACQUISITION DATE. NONE OF XXXXXX, ADMINISTRATIVE AGENT OR ANY OF THE PARTICIPANTS HAS MADE OR SHALL BE DEEMED TO HAVE MADE ANY WARRANTY OR REPRESENTATION, WARRANTY OR COVENANT (WHETHER EXPRESS OR IMPLIED) , INCLUDING WITHOUT LIMITATION, ALL WARRANTIES THAT THE LEASED PROPERTY IS FREE FROM VICES, DEFECTS AND DEFICIENCIES, WHETHER HIDDEN OR SHALL BE DEEMED TO HAVE APPARENT OR ANY LIABILITY WHATSOEVER WARRANTY AS TO THE TITLE (OTHER THAN FOR LESSOR LIENS)FITNESS, VALUE, HABITABILITY, USE, CONDITION, DESIGN, OPERATION, DESIGN OR FITNESS FOR USE CONDITION OF THE LEASED PROPERTY (FOR ANY PARTICULAR USE OR PURPOSE OF SUCH LEASED PROPERTY. THE PROVISIONS OF THIS SECTION 7.1 HAVE BEEN NEGOTIATED, AND ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION OF ANY PART THEREOF)WARRANTIES BY LESSOR, EXPRESS, IMPLIED OR ANY OTHER REPRESENTATION, WARRANTY OR COVENANT WHATSOEVER, EXPRESS OR IMPLIEDCREATED BY APPLICABLE LAW, WITH RESPECT TO THE LEASED PROPERTY (OR ANY PART THEREOF) AND NONE OF LESSOR, ADMINISTRATIVE AGENT OR ANY OF THE PARTICIPANTS SHALL BE LIABLE FOR ANY LATENT, HIDDEN, OR PATENT DEFECT THEREIN (OTHER THAN FOR LESSOR LIENS) OR THE FAILURE CONDITION OF THE LEASED PROPERTY, OR ANY PART THEREOF, TO COMPLY WITH ANY REQUIREMENT OF LAW. Lessee has been afforded full opportunity to inspect the Leased Property, is satisfied with the results of its inspections and is entering into this Lease solely on the basis of the results of its own inspections, and all risks incident to the matters discussed in the preceding sentence, as between Lessor, Administrative Agent and the Participants, on the one hand, and Lessee, on the other, are to be borne by Lessee. The provisions of this SECTION 7.1 have been negotiated, and, except to the extent otherwise expressly stated, the foregoing provisions are intended to be a complete exclusion and negation of any representations or warranties by any of Lessor, the Administrative Agent or the Participants, express or implied, with respect to the Leased Property (or any interest therein), that may arise pursuant to any law now or hereafter in effect or otherwise.

Condition of the Leased Property. XXXXXX ACKNOWLEDGES AND AGREES THAT ALTHOUGH XXXXXX WILL OWN AND HOLD TITLE TO THE LEASED PROPERTY, INCLUDING THE TENANT IMPROVEMENTS AS SUCH IMPROVEMENTS ARE CONSTRUCTED, LESSEE IS SOLELY RESPONSIBLE FOR THE LEASED PROPERTY, AND THE DESIGN, DEVELOPMENT, BUDGETING AND CONSTRUCTION OF THE TENANT IMPROVEMENTS AND ANY ALTERATIONS OR MODIFICATIONS TO THE LEASED PROPERTY AND ALL ACTIVITIES CONDUCTED IN CONNECTION THEREWITH. LESSEE FURTHER ACKNOWLEDGES AND AGREES THAT IT IS LEASING THE LEASED PROPERTY "“AS IS" ” WITHOUT REPRESENTATION, WARRANTY OR COVENANT (EXPRESS OR IMPLIED) BY XXXXXXTHE LESSOR, ADMINISTRATIVE THE COLLATERAL AGENT OR ANY OF THE PARTICIPANTS LENDERS AND IN EACH CASE SUBJECT TO (Aa) THE EXISTING STATE OF TITLE (EXCLUDING LESSOR LIENS), (Bb) THE RIGHTS OF ANY PARTIES IN POSSESSION THEREOF, (Cc) ANY STATE OF FACTS WHICH AN ACCURATE SURVEY OR A PHYSICAL INSPECTION MIGHT SHOW, AND (Dd) VIOLATIONS OF REQUIREMENTS OF LAW WHICH MAY EXIST ON THE DATE HEREOF ON OR ON AT ANY TIME HEREAFTER AND (e) THE ACQUISITION DATERIGHTS OF GROUND LESSOR UNDER THE GROUND LEASE AND THE OTHER PARTIES UNDER THE RELATED AGREEMENTS. NONE OF XXXXXXTHE LESSOR, ADMINISTRATIVE THE COLLATERAL AGENT OR ANY OF THE PARTICIPANTS LENDERS HAS MADE OR SHALL BE DEEMED TO HAVE MADE ANY REPRESENTATION, WARRANTY OR COVENANT (OTHER THAN AS IN SECTION 4.1 HEREOF) (EXPRESS OR IMPLIED) OR SHALL BE DEEMED TO HAVE ANY LIABILITY WHATSOEVER AS TO THE TITLE (OTHER THAN FOR LESSOR LIENS), VALUE, HABITABILITY, USE, CONDITION, DESIGN, OPERATION, OR FITNESS FOR USE OF THE LEASED PROPERTY (OR ANY PART THEREOF), OR ANY OTHER REPRESENTATION, WARRANTY OR COVENANT WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO THE LEASED PROPERTY (OR ANY PART THEREOF) AND NONE OF THE LESSOR, ADMINISTRATIVE THE COLLATERAL AGENT OR ANY OF THE PARTICIPANTS LENDERS SHALL BE LIABLE FOR ANY LATENT, HIDDEN, OR PATENT DEFECT THEREIN (OTHER THAN FOR LESSOR LIENS) OR THE FAILURE OF THE LEASED PROPERTY, OR ANY PART THEREOF, TO COMPLY WITH ANY REQUIREMENT OF LAWAPPLICABLE LAWS. Lessee has been afforded full opportunity to inspect the Leased Property, is satisfied with the results of its inspections and is entering into this Lease solely on the basis of the results of its own inspections, and all All risks incident to the matters discussed in the preceding sentencesentences, as between the Lessor, Administrative the Collateral Agent and the ParticipantsLenders, on the one hand, and Lessee, on the other, are to be borne by Lessee. The provisions of this SECTION Section 7.1 have been negotiated, and, except to the extent otherwise expressly stated, the foregoing provisions are intended to be a complete exclusion and negation of any representations or warranties by any of the Lessor, the Administrative Collateral Agent or the ParticipantsLenders, express or implied, with respect to the Leased Property (or any interest therein), other than the obligation to remove Lessor Liens attributable to it, that may arise pursuant to any law now or hereafter in effect or otherwise.

Condition of the Leased Property. XXXXXX ACKNOWLEDGES AND AGREES THAT ALTHOUGH XXXXXX WILL OWN AND HOLD TITLE TO THE LEASED PROPERTYLessee acknowledges receipt and delivery of possession of the Leased Property and that Lessee has examined and otherwise has acquired knowledge of the condition of the Leased Property prior to the execution and delivery of this Lease and has found the same to be in good order and repair and satisfactory for its purpose hereunder. Lessee is leasing the Leased Property “as is” and “where is” in its present condition. Lessee has not relied on any . representation or warranty by Lessor and hereby waives any claim or action against Lessor in respect of the condition of the Leased Property. LESSOR MAKES NO WARRANTY OR REPRESENTATION, INCLUDING THE TENANT IMPROVEMENTS AS SUCH IMPROVEMENTS ARE CONSTRUCTEDEXPRESS OR IMPLIED, LESSEE IS SOLELY RESPONSIBLE FOR THE LEASED PROPERTY, AND THE DESIGN, DEVELOPMENT, BUDGETING AND CONSTRUCTION IN RESPECT OF THE TENANT IMPROVEMENTS AND ANY ALTERATIONS OR MODIFICATIONS TO THE LEASED PROPERTY AND OR ANY PART THEREOF, EITHER AS TO ITS FITNESS FOR USE, SUITABILITY, DESIGN OR CONDITION FOR ANY PARTICULAR USE OR PURPOSE OR OTHERWISE, AS TO QUALITY OF THE MATERIAL OR WORKMANSHIP THEREIN, LATENT OR PATENT, IT BEING AGREED THAT ALL ACTIVITIES CONDUCTED IN CONNECTION THEREWITHSUCH RISKS ARE TO BE BORNE BY LESSEE. LESSEE FURTHER ACKNOWLEDGES AND AGREES THAT IT IS LEASING THE LEASED PROPERTY "AS IS" WITHOUT REPRESENTATIONHAS BEEN INSPECTED BY LESSEE AND IS SATISFACTORY TO IT. ACCORDINGLY, WARRANTY OR COVENANT (EXPRESS OR IMPLIED) BY XXXXXXLESSEE HEREBY ACKNOWLEDGES THAT LESSOR HAS NOT MADE AND WILL NOT MAKE, ADMINISTRATIVE AGENT OR ANY OF THE PARTICIPANTS AND IN EACH CASE SUBJECT TO (A) THE EXISTING STATE OF TITLE (EXCLUDING NOR SHALL LESSOR LIENS), (B) THE RIGHTS OF ANY PARTIES IN POSSESSION THEREOF, (C) ANY STATE OF FACTS WHICH AN ACCURATE SURVEY OR PHYSICAL INSPECTION MIGHT SHOW, AND (D) VIOLATIONS OF REQUIREMENTS OF LAW WHICH MAY EXIST ON THE DATE HEREOF OR ON THE ACQUISITION DATE. NONE OF XXXXXX, ADMINISTRATIVE AGENT OR ANY OF THE PARTICIPANTS HAS MADE OR SHALL BE DEEMED TO HAVE MADE ANY WARRANTY OR REPRESENTATION, WARRANTY OR COVENANT (WHETHER EXPRESS OR IMPLIED) , INCLUDING WITHOUT LIMITATION, ALL WARRANTIES THAT THE LEASED PROPERTY IS FREE FROM VICES, DEFECTS AND DEFICIENCIES, WHETHER HIDDEN OR SHALL BE DEEMED TO HAVE APPARENT OR ANY LIABILITY WHATSOEVER WARRANTY AS TO THE TITLE (OTHER THAN FOR LESSOR LIENS)FITNESS, VALUE, HABITABILITY, USE, CONDITION, DESIGN, OPERATION, DESIGN OR FITNESS FOR USE CONDITION OF THE LEASED PROPERTY (FOR ANY PARTICULAR USE OR PURPOSE OF SUCH LEASED PROPERTY. THE PROVISIONS OF THIS SECTION 7.1 HAVE BEEN NEGOTIATED, AND ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION OF ANY PART THEREOF)WARRANTIES BY LESSOR, EXPRESS, IMPLIED OR ANY OTHER REPRESENTATION, WARRANTY OR COVENANT WHATSOEVER, EXPRESS OR IMPLIEDCREATED BY APPLICABLE LAW, WITH RESPECT TO THE LEASED PROPERTY (OR ANY PART THEREOF) AND NONE OF LESSOR, ADMINISTRATIVE AGENT OR ANY OF THE PARTICIPANTS SHALL BE LIABLE FOR ANY LATENT, HIDDEN, OR PATENT DEFECT THEREIN (OTHER THAN FOR LESSOR LIENS) OR THE FAILURE CONDITION OF THE LEASED PROPERTY, OR ANY PART THEREOF, TO COMPLY WITH ANY REQUIREMENT OF LAW. Lessee has been afforded full opportunity to inspect the Leased Property, is satisfied with the results of its inspections and is entering into this Lease solely on the basis of the results of its own inspections, and all risks incident to the matters discussed in the preceding sentence, as between Lessor, Administrative Agent and the Participants, on the one hand, and Lessee, on the other, are to be borne by Lessee. The provisions of this SECTION 7.1 have been negotiated, and, except to the extent otherwise expressly stated, the foregoing provisions are intended to be a complete exclusion and negation of any representations or warranties by any of Lessor, the Administrative Agent or the Participants, express or implied, with respect to the Leased Property (or any interest therein), that may arise pursuant to any law now or hereafter in effect or otherwise.

Condition of the Leased Property. XXXXXX LESSEE ACKNOWLEDGES AND AGREES THAT ALTHOUGH XXXXXX LESSOR WILL OWN AND HOLD RECORD TITLE TO THE LEASED PROPERTY, INCLUDING THE TENANT IMPROVEMENTS LESSEE, ACTING AS SUCH IMPROVEMENTS ARE CONSTRUCTEDCONSTRUCTION AGENT, LESSEE IS SOLELY RESPONSIBLE UNDER THE TERMS OF THE CONSTRUCTION AGENCY AGREEMENT (I) FOR THE LEASED PROPERTY, AND THE DESIGN, DEVELOPMENT, BUDGETING AND CONSTRUCTION OF THE TENANT IMPROVEMENTS FACILITY, AND (II) FOR ANY ALTERATIONS OR MODIFICATIONS TO THE LEASED PROPERTY AND ALL ACTIVITIES CONDUCTED IN CONNECTION THEREWITH. LESSEE FURTHER ACKNOWLEDGES AND AGREES THAT IT IS LEASING THE LEASED PROPERTY "“AS IS" ” WITHOUT REPRESENTATION, WARRANTY OR COVENANT (EXPRESS OR IMPLIED) BY XXXXXXLESSOR, THE ADMINISTRATIVE AGENT OR ANY OF THE PARTICIPANTS AND IN EACH CASE SUBJECT TO (A) THE EXISTING STATE OF TITLE (EXCLUDING LESSOR LIENS), (B) THE RIGHTS OF ANY PARTIES IN POSSESSION THEREOF, (C) ANY STATE OF FACTS WHICH AN ACCURATE SURVEY OR A PHYSICAL INSPECTION MIGHT SHOW, AND (D) VIOLATIONS OF REQUIREMENTS OF APPLICABLE LAW WITH RESPECT TO THE LEASED PROPERTY, LESSEE OR ITS OPERATIONS ON OR WITH RESPECT TO THE LEASED PROPERTY WHICH MAY EXIST ON THE DATE HEREOF OR ON HEREAFTER AND (E) THE ACQUISITION DATERIGHTS OF THE PARTIES UNDER THE GROUND LEASE, GROUND SUBLEASE AND AUTHORITY LEASE. NONE OF XXXXXXLESSOR, THE ADMINISTRATIVE AGENT OR ANY OF AND THE PARTICIPANTS HAS MADE OR SHALL BE DEEMED TO HAVE MADE ANY REPRESENTATION, WARRANTY OR COVENANT (EXPRESS OR IMPLIEDIMPLIED EXCEPT AS EXPRESSLY PROVIDED IN THE OPERATIVE DOCUMENTS) OR SHALL BE DEEMED TO HAVE ANY LIABILITY WHATSOEVER AS TO THE TITLE (OTHER THAN FOR LESSOR LIENS), VALUE, HABITABILITY, USE, CONDITION (INCLUDING ENVIRONMENTAL CONDITION), DESIGN, OPERATION, OR FITNESS FOR USE OF THE LEASED PROPERTY (OR ANY PART THEREOF), OR ANY OTHER REPRESENTATION, WARRANTY OR COVENANT WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO THE LEASED PROPERTY (OR ANY PART THEREOF) AND NONE OF LESSOR, THE ADMINISTRATIVE AGENT OR ANY OF THE PARTICIPANTS SHALL BE LIABLE FOR ANY LATENT, HIDDEN, OR PATENT DEFECT THEREIN (OTHER THAN FOR LESSOR LIENS) OR THE FAILURE OF THE LEASED PROPERTY, OR ANY PART THEREOF, TO COMPLY WITH ANY REQUIREMENT OF LAWAPPLICABLE LAWS. Lessee has been afforded full opportunity to inspect the Leased Property, is satisfied with the results of its inspections and is entering into this Lease solely on the basis of the results of its own inspections, and all All risks incident to the matters discussed in the preceding sentence, as between Lessor, the Administrative Agent and the Participants, on the one hand, and Lessee, on the other, are to be borne by Lessee. The provisions of this SECTION Section 7.1 have been negotiated, and, except to the extent otherwise expressly stated, the foregoing provisions are intended to be a complete exclusion and negation of any representations or warranties by any of Lessor, the Administrative Agent or the Participants, express or implied, with respect to the Leased Property (or any interest therein), that may arise pursuant to any law now or hereafter in effect or otherwise. Lessee hereby agrees that neither Lessor nor the Administrative Agent shall be obligated to perform any covenant or agreement set forth herein or in the other Operative Documents or permit the exercise by Lessee of any right set forth herein or in the other Operative Documents if such agreement or covenant or the exercise of such right is prohibited by or conflicts with the terms of the Authority Lease.