by Buyer but is
willing to deliver an SNDA either in the form attached to its Lease or
substantially in the form and on the terms of the SNDAs obtained by Seller in
for the benefit of Keybank National Association, as lender, in connection with
its refinancing of the Property in October 2017 (the "2017 SNDAs"), copies of
which are included in the Due Diligence Materials, then Buyer shall accept such
SNDAs in satisfaction of such Buyer Closing Condition. (e) No Aging Update. If
for any reason the Closing Date is extended as permitted under this Agreement or
by agreement of the Parties, the duration of such extension in the Closing Date
shall not be computed in the calculation of the 30-day aging requirements for
Tenant Estoppels or SNDAs and such aging requirement shall be premised on the
initial, scheduled Closing Date and not the extended Closing Date. 9. Transfer
of Property "As Is". (a) EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF SELLER
MADE IN THIS AGREEMENT, BUYER, FOR ITSELF, ITS AGENTS, AFFILIATES, SUCCESSORS
AND ASSIGNS, ACKNOWLEDGES THAT NO SELLER RELATED PARTY HAS MADE ANY ORAL OR
WRITTEN REPRESENTATIONS, WARRANTIES, PROMISES OR GUARANTEES WHATSOEVER TO BUYER,
WHETHER EXPRESS OR IMPLIED, REGARDING THE PROPERTY OR ANY CONSTITUENT ELEMENT OF
THE PROPERTY (INCLUDING THE LAND, IMPROVEMENTS AND LEASE) AND, IN PARTICULAR, NO
SUCH REPRESENTATIONS, WARRANTIES, GUARANTIES OR PROMISES HAVE BEEN MADE WITH
RESPECT TO THE PHYSICAL CONDITION OR OPERATION OF THE PROPERTY, TITLE TO OR THE
BOUNDARIES OF THE PROPERTY, SOIL CONDITIONS, THE ENVIRONMENTAL CONDITION OF THE
PROPERTY, INCLUDING, WITHOUT LIMITATION, THE PRESENCE, DISCOVERY, RELEASE,
THREATENED RELEASE OR REMOVAL OF HAZARDOUS MATERIALS (INCLUDING, WITHOUT
LIMITATION, THE PRESENCE OF ASBESTOS OR ASBESTOS CONTAINING MATERIALS), THE
ACTUAL OR PROJECTED REVENUE AND EXPENSES FOR THE PROPERTY, THE ZONING AND OTHER
LAWS, REGULATIONS OR RULES APPLICABLE TO THE PROPERTY OR THE COMPLIANCE OF THE
PROPERTY THEREWITH, THE AVAILABILITY OR ADEQUACY OF ENTITLEMENTS OR APPROVALS
FOR DEVELOPMENT OF THE PROPERTY OR ANY PORTION THEREOF, THE USE OR OCCUPANCY OF
THE PROPERTY OR ANY PART THEREOF, OR ANY OTHER MATTER OR THING AFFECTING OR
RELATED TO THE PROPERTY OR THE TRANSACTIONS CONTEMPLATED HEREBY, EXCEPT AS, AND
SOLELY TO THE EXTENT, SPECIFICALLY SET FORTH IN THIS AGREEMENT. EXCEPT FOR ITS
RELIANCE Purchase and Sale Agreement Page 16 of 36 963039.6
[exhibit103florissantpsas017.jpg]
ON THE REPRESENTATIONS AND WARRANTIES OF SELLER SPECIFICALLY SET FORTH HEREIN
AND SUBJECT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, BUYER AGREES TO
ACCEPT THE PROPERTY "AS IS, WHERE- IS, AND WITH ALL FAULTS" IN ITS PRESENT
CONDITION, SUBJECT IN THE CASE OF THE REAL PROPERTY TO REASONABLE USE, WEAR AND
TEAR, BETWEEN THE DATE HEREOF AND THE CLOSING DATE, AND FURTHER AGREES THAT
EXCEPT FOR ANY BREACH OF ITS REPRESENTATIONS AND WARRANTIES SPECIFICALLY SET
FORTH HEREIN, SELLER SHALL NOT BE LIABLE FOR ANY PATENT OR LATENT DEFECTS IN THE
PROPERTY OR BOUND IN ANY MANNER WHATSOEVER BY ANY GUARANTEES, PROMISES,
PROJECTIONS, OPERATING STATEMENTS, SETUPS OR OTHER INFORMATION PERTAINING TO THE
PROPERTY MADE, FURNISHED OR CLAIMED