Common use of AS-IS Clause in Contracts

AS-IS. On or before the end of the Contingency Period Buyer ----- shall have examined and inspected the Property and know and be satisfied with the physical condition, quality, quantity and state of repair of the Property in all respects and shall have determined that the same is acceptable to Buyer "AS- IS," and Buyer acknowledges that Buyer is acquiring the Property in such "AS-IS" condition solely in reliance on its own inspections and examination, and its own evaluation of the Property. Buyer agrees that, except for Seller's representations and warranties as set forth in Paragraph 10(a), no other ----- representations, statements or warranties have at any time been made by Seller, or its agents, as to the physical condition, quality, quantity or state of repair of the Property or related to the operation or prospects for the Property in any respect which have not been expressed in this Agreement. Buyer acknowledges and agrees that: (i) Buyer has reviewed all instruments, records and documents which Buyer deems appropriate or advisable to review in connection with this transaction, including, but not by way of limitation, any and all architectural drawings, plans, specifications, surveys, building and occupancy permits, and any licenses, leases, contracts, warranties and guarantees relating to the Property or the business conducted thereon available to Buyer, and Buyer has determined that the same and the information and data contained therein and evidenced thereby are satisfactory to Buyer; (ii) Buyer has reviewed all applicable laws, ordinances, rules and governmental regulations (including, but not limited to, those relating to building, zoning and land use) affecting the development, use, occupancy or enjoyment of the Property; and (iii) Buyer has, at its own cost and expense, made its own independent investigation respecting the Property and all other aspects of this transaction, and is relying thereon and on the advice of its consultants in entering into this Agreement and has determined that the same are satisfactory to Buyer.

AS-IS. On or before the end Buyer acknowledges that it is familiar with each of the Contingency Period Properties and has had the opportunity, directly or through its representatives to inspect each of the Properties and conduct due diligence activities. Without limitation of the foregoing, Buyer ----- acknowledges that the Purchase Price has been negotiated based on Buyer's express agreement that there would be no contingencies (financial or otherwise) to Closing other than the conditions set forth in Article IX hereof. Buyer or its Representatives shall have fully examined and inspected the Property Properties prior to the execution of this Agreement, and know subject to the provisions of this Article XII and be satisfied with each Seller's representations, warranties and covenants expressly set forth herein or any certificate, instrument or agreement delivered pursuant hereto and subject to the physical conditionconditions set forth herein, quality, quantity and state of repair of Buyer agrees to accept the Property Properties in all respects and shall have determined that the same is acceptable to Buyer an "AS- IS," and Buyer acknowledges that Buyer is acquiring the Property in such "AS-AS IS" condition solely in reliance on its own inspections and examination, and its own evaluation as of the PropertyClosing. Buyer agrees that, except for Seller's representations and warranties as set forth provided in Paragraph 10(a)this Agreement or any certificate, no other ----- instrument or agreement delivered pursuant to this Agreement, Buyer is not relying upon any representations, statements statements, or warranties have at (oral or written, implied or express) of any time been made by officer, employee, agent or Representative of any Seller, or its agents, any salesperson or broker (if any) involved in this transaction as to the physical conditionProperties, quality, quantity or state of repair of the Property or related to the operation or prospects for the Property in any respect which have not been expressed in this Agreement. Buyer acknowledges and agrees that: (i) Buyer has reviewed all instruments, records and documents which Buyer deems appropriate or advisable to review in connection with this transaction, including, but not by way of limitation, any and all architectural drawings, plans, specifications, surveys, building and occupancy permits, and any licenses, leases, contracts, warranties and guarantees relating to the Property or the business conducted thereon available to Buyer, and Buyer has determined that the same and the information and data contained therein and evidenced thereby are satisfactory to Buyer; (ii) Buyer has reviewed all applicable laws, ordinances, rules and governmental regulations (including, but not limited to: (a) any representation, those statements or warranties as to the physical condition of the Properties, (b) the fitness and/or suitability of the Properties for use as a hotel and casino, (c) the financial performance of the Properties, (d) the compliance of the Properties with applicable building, zoning, subdivision, environmental, or land use Laws, codes, ordinances, rules or regulations, (e) the state of repair of the Properties, (f) the value of the Properties, (g) the manner or quality of construction of the Properties, (h) the income derived or to be derived from the Properties, or (i) the fact that the Properties may be located on earthquake faults or in seismic hazardous zones. Other than in accordance with Article XI hereof, Buyer, for itself and its successors and assigns, waives any right to assert any claim against any Seller, at Law or in equity, relating to buildingany such matter, zoning and land use) affecting the developmentwhether latent or patent, usedisclosed or undisclosed, occupancy known or enjoyment of the Property; and (iii) Buyer hasunknown, at its own cost and expensein contract or tort, made its own independent investigation respecting the Property and all other aspects of this transaction, and is relying thereon and on the advice of its consultants in entering into this Agreement and has determined that the same are satisfactory to Buyernow existing or hereafter arising.

AS-IS. On or before This Agreement and the end Transfer Documents contain all the terms of the Contingency Period agreement entered into between the parties as of the Effective Date, and Buyer ----- shall have examined acknowledges that, except as otherwise provided in this Agreement and inspected the Transfer Documents, neither Seller nor any of Seller’s affiliates, constituent members, agents, representatives, members or board (collectively, “Seller’s Affiliates”) has made any representations or held out any inducements to Buyer, and Seller hereby specifically disclaims any representations, oral or written, past, present or future, other than those specifically set forth in this Agreement, the Transfer Documents, and the Exhibits and Schedules hereto and thereto (as applicable). Without limiting the generality of the foregoing, except as otherwise provided in this Agreement, the Transfer Documents, or in the Exhibits and Schedules hereto and thereto (as applicable), Buyer has not relied on any representations or warranties, and neither Seller nor any of Seller’s Affiliates has or is willing to make any representations or warranties (other than the representations and warranties in this Agreement, the Transfer Documents, or in the Exhibits or Schedules hereto and thereto (as applicable)), express or implied, as to (a) the status of title to the Property, (b) the Contracts, Personal Property, Intangible Property, Equipment Leases or Leases, (c) the Licenses and Permits, (d) the current or future real estate tax liability, assessment or valuation of the Property; (e) the potential qualification of the Property for any and know and be satisfied with all benefits conferred by any Governmental Regulations whether for subsidies, special real estate tax treatment, insurance, mortgages or any other benefits, whether similar or dissimilar to those enumerated; (f) the physical condition, quality, quantity and state of repair compliance of the Property in all respects and shall have determined that the same is acceptable to Buyer "AS- IS," and Buyer acknowledges that Buyer is acquiring the Property in such "AS-IS" condition solely in reliance on its own inspections and examination, and its own evaluation of the Property. Buyer agrees that, except for Seller's representations and warranties as set forth in Paragraph 10(a), no other ----- representations, statements current or warranties have at any time been made by Seller, or its agents, as to the physical condition, quality, quantity or future state of repair of the Property applicable Governmental Regulations or related to the operation or prospects for the Property in any respect which have not been expressed in this Agreement. Buyer acknowledges and agrees that: (i) Buyer has reviewed all instruments, records and documents which Buyer deems appropriate or advisable to review in connection with this transactionviolations thereof, including, but not by way of without limitation, any and all architectural drawings, plans, specifications, surveys, building and occupancy permits, and any licenses, leases, contracts, warranties and guarantees relating to the Property or the business conducted thereon available to Buyer, and Buyer has determined that the same and the information and data contained therein and evidenced thereby are satisfactory to Buyer; (ii) Buyer has reviewed all applicable laws, ordinances, rules and governmental regulations (including, but not limited to, those relating to buildingaccess for the handicapped, environmental or zoning matters, and land usethe ability to obtain a change in the zoning or a variance in respect to the Property, and non-compliance, if any, with zoning Governmental Regulations; (g) affecting the developmentnature and extent of any right-of-way, usepossession, occupancy lien, encumbrance, license, reservation, condition or enjoyment otherwise; (h) the availability of any financing for the purchase, alteration, rehabilitation or operation of the Property from any source, including, without limitation, any government authority or any lender; (i) the current or future use of the Property, including, without limitation, use for commercial, manufacturing or general office purposes; (j) the present and future condition and operating state of any Personal Property and the present or future structural and physical condition of the Improvements, their suitability for rehabilitation or -29- renovation, or the need for expenditures of capital improvements, repairs or replacements thereof; (k) the viability or financial condition of any tenant; (l) the status of the market in which the Property is located; (m) the actual or projected income or operating expenses of the Property; and or (iiin) Buyer has, at its own the availability and cost of property and expense, made its own independent investigation respecting casualty insurance with respect to the Property and all other aspects of this transaction, and is relying thereon and on the advice of its consultants in entering into this Agreement and has determined that the same are satisfactory to BuyerProperty.

AS-IS. On 58 (a) Buyers or before the end of the Contingency Period Buyer ----- its Representatives shall have fully examined and inspected the Property Properties prior to the execution of this Agreement, and know subject to the representations and be satisfied with warranties in Article V and the physical conditionprovisions of this Article XI, quality, quantity and state of repair Buyers agree to accept the Properties in an “AS IS” condition as of the Property in all respects and shall have determined that the same is acceptable to Buyer "AS- IS," and Buyer acknowledges that Buyer is acquiring the Property in such "AS-IS" condition solely in reliance on its own inspections and examination, and its own evaluation of the PropertyClosing. Buyer agrees Buyers agree that, except for Seller's representations and warranties as set forth provided in Paragraph 10(a)Article V hereof, no other ----- Buyer is relying upon any representations, statements statements, or warranties have at (oral or written, implied or express) of any time been made by officer, employee, agent or Representative of any Seller, or its agents, any salesperson or broker (if any) involved in this transaction as to the physical conditionProperties, quality, quantity or state of repair of the Property or related to the operation or prospects for the Property in any respect which have not been expressed in this Agreement. Buyer acknowledges and agrees that: (i) Buyer has reviewed all instruments, records and documents which Buyer deems appropriate or advisable to review in connection with this transaction, including, but not by way of limitation, any and all architectural drawings, plans, specifications, surveys, building and occupancy permits, and any licenses, leases, contracts, warranties and guarantees relating to the Property or the business conducted thereon available to Buyer, and Buyer has determined that the same and the information and data contained therein and evidenced thereby are satisfactory to Buyer; (ii) Buyer has reviewed all applicable laws, ordinances, rules and governmental regulations (including, but not limited to: (i) any representation, those relating statements or warranties as to building, zoning and land use) affecting the development, use, occupancy or enjoyment physical condition of the PropertyProperties, (ii) the fitness and/or suitability of the Properties for use as a resort, hotel and/or casino; and (iii) Buyer hasthe financial performance of the Properties; (iv) the compliance of the Properties with applicable building, zoning, subdivision, environmental, or land use Laws, codes, ordinances, rules or regulations; (v) the state of repair of the Properties; (vi) the value of the Properties; (vii) the manner or quality of construction of the Properties; (viii) the income derived or to be derived from the Properties; or (i) the fact that the Properties may be located on earthquake faults or in seismic hazardous zones. To the extent not covered by the representations and warranties made in Article V, each Buyer, for itself and its successors and assigns, waives any right to assert any claim against Sellers, at its own Law or in equity, relating to any such matter, whether latent or patent, disclosed or undisclosed, known or unknown, in contract or tort, now existing or hereafter arising. (b) Except as expressly set forth to the contrary in this Agreement, including, without limitation Article V hereof, Buyers acknowledge and agree that they are taking the Properties in “As-Is” condition with respect to any environmental conditions and Buyers shall be responsible, at the Buyers’ sole cost and expense, made its own independent investigation respecting to take all necessary and required action in connection with the Property Purchased Assets and all other aspects of this transaction, and is relying thereon and on the advice of its consultants in entering into this Agreement and has determined that the same are satisfactory Assumed Liabilities as they related to Buyersuch environmental conditions.

AS-IS. On Buyer or before its Representatives to the end of the Contingency Period Buyer ----- extent it so desires shall have examined and inspected the Property Purchased Assets prior to the execution of this Agreement, and know and be satisfied with subject to the physical conditionprovisions of this Article XI, quality, quantity and state of repair Buyer agrees to accept the Purchased Assets in an “AS IS” condition as of the Property in all respects and shall have determined that the same is acceptable to Buyer "AS- IS," and Buyer acknowledges that Buyer is acquiring the Property in such "AS-IS" condition solely in reliance on its own inspections and examination, and its own evaluation of the PropertyClosing. Buyer agrees that, except for Seller's representations and warranties as set forth provided in Paragraph 10(a)Article V hereof, no other ----- Buyer is not relying upon any representations, statements statements, or warranties have at (oral or written, implied or express) of any time been made by officer, employee, agent or Representative of Seller, or its agents, any salesperson or broker (if any) involved in this transaction as to the physical conditionPurchased Assets, quality, quantity or state of repair of the Property or related to the operation or prospects for the Property in any respect which have not been expressed in this Agreement. Buyer acknowledges and agrees that: (i) Buyer has reviewed all instruments, records and documents which Buyer deems appropriate or advisable to review in connection with this transaction, including, but not by way of limitation, any and all architectural drawings, plans, specifications, surveys, building and occupancy permits, and any licenses, leases, contracts, warranties and guarantees relating to the Property or the business conducted thereon available to Buyer, and Buyer has determined that the same and the information and data contained therein and evidenced thereby are satisfactory to Buyer; (ii) Buyer has reviewed all applicable laws, ordinances, rules and governmental regulations (including, but not limited to: (a) any representation, those statements or warranties as to the physical condition of the Purchased Assets, (b) the fitness and/or suitability of the Purchased Assets for use as a resort, hotel and/or casino; (c) the financial performance of the Purchased Assets; (d) the compliance of the Purchased Assets with applicable building, zoning, subdivision, environmental, or land use Laws, codes, ordinances, rules or regulations; (e) the state of repair of the Purchased Assets; (f) the value of the Purchased Assets; (g) the manner or quality of construction of the Purchased Assets; (h) the income derived or to be derived from the Purchased Assets; or (i) the fact that the Purchased Assets may be located in hurricane zones, on earthquake faults or in seismic hazardous zones. Subject to the foregoing sentence, Buyer, for itself and its successors and assigns, waives any right to assert any claim against Seller, at Law or in equity, relating to buildingany such matter, zoning and land use) affecting the developmentwhether latent or patent, usedisclosed or undisclosed, occupancy known or enjoyment of the Property; and (iii) Buyer hasunknown, at its own cost and expensein contract or tort, made its own independent investigation respecting the Property and all other aspects of this transaction, and is relying thereon and on the advice of its consultants in entering into this Agreement and has determined that the same are satisfactory to Buyernow existing or hereafter arising.

AS-IS. On Except as otherwise expressly set forth in Seller’s Representations: 6.2.1 PURCHASER ACKNOWLEDGES AND AGREES THAT, EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, AND AS A MATERIAL INDUCEMENT TO THE SELLER’S EXECUTION AND DELIVERY OF THIS AGREEMENT, THE PROPERTY IS EXPRESSLY PURCHASED AND SOLD “AS IS,” “WHERE IS,” AND “WITH ALL FAULTS.” 6.2.2 The Purchase Price and the terms and conditions set forth herein are the result of arm’s-length bargaining between entities familiar with transactions of this kind, and the price, terms and conditions set forth in this Agreement reflect the fact that Purchaser is not relying upon any information provided by (or before by any Person on behalf of) Seller or statements, representations or warranties, express or implied, made by (or by any Person on behalf of) Seller, including, without limitation, relating to the end value of the Contingency Period Buyer ----- shall have examined and inspected the Property and know and be satisfied with Property, the physical conditionor environmental condition of the Property, qualityany state, quantity and state federal, county or local law, ordinance, order or permit, or the suitability, compliance or lack of repair compliance of the Property in all respects and shall have determined that the same is acceptable with any regulation, or any other attribute or matter of or relating to Buyer "AS- IS," and Buyer acknowledges that Buyer is acquiring the Property (except as expressly set forth in such "AS-IS" condition solely the Seller’s Representations). Without limiting Seller’s Representations, Purchaser agrees that Seller shall not be responsible or liable to Purchaser (i) for any defects, errors or omissions in reliance the Materials or (ii) except as the result of a breach by Seller of Article VII, on account of any conditions affecting the Property. 6.2.3 Except as expressly set forth in the Seller’s Representations and subject to Purchaser’s rights under Article VII, Purchaser, for itself and on behalf of its own inspections successors and examinationassigns, and anyone claiming by, through or under Purchaser, hereby fully releases each of Seller and the other Seller Indemnified Parties from, and irrevocably waives its own evaluation right to maintain, any and all claims and causes of action that it or they may now have or hereafter acquire or arise against such Seller Indemnified Parties with respect to any and all Damages arising from or related to any defects, errors, omissions in the Materials or other conditions affecting the Property. Buyer . 6.2.4 Purchaser acknowledges and agrees that, except for the Seller Representations, no representation has been made, and no responsibility is assumed by Seller's representations , with respect to the financial earning capacity, the continued occupancy levels of the Property, or any part thereof or, without limiting any of the foregoing, occupancy at Closing. 6.2.5 Subject to the terms of Section 7.1 hereof and warranties Purchaser’s remedies pursuant to the terms of Section 10.2 hereof, (a) Purchaser agrees that the departure or removal, prior to Closing, of any guests, occupants or Residents shall not be the basis for, nor shall it give rise to, any claim on the part of Purchaser, nor shall it affect the obligations of Purchaser under this Agreement in any manner whatsoever, and (b) Purchaser shall close title and accept delivery of the Deeds with or without such guests, occupants or Residents in possession and without any allowance or reduction in the Purchase Price under this Agreement. 6.2.6 Purchaser acknowledges that the Property may be subject to the federal Americans With Disabilities Act (the “ADA”) and the federal Fair Housing Act (the “FHA”). The ADA requires, among other matters, that Residents and/or owners of “public accommodations” remove barriers in order to make the Property accessible to disabled persons and provide auxiliary aids and services for hearing, vision or speech impaired persons. Except as expressly set forth in Paragraph 10(athe Seller’s Representations, Seller makes no warranty, representation or guarantee of any type or kind with respect to the Property’s compliance with the ADA or the FHA (or any similar state or local law), no other ----- and Seller expressly disclaims any such representations, statements or warranties have at any time been made by Seller, or its agents, as to the physical condition, quality, quantity or state of repair of the Property or related to the operation or prospects for the Property in any respect which have not been expressed in this Agreement. Buyer acknowledges and agrees that: (i) Buyer has reviewed all instruments, records and documents which Buyer deems appropriate or advisable to review in connection with this transaction, including, but not by way of limitation, any and all architectural drawings, plans, specifications, surveys, building and occupancy permits, and any licenses, leases, contracts, warranties and guarantees relating to the Property or the business conducted thereon available to Buyer, and Buyer has determined that the same and the information and data contained therein and evidenced thereby are satisfactory to Buyer; (ii) Buyer has reviewed all applicable laws, ordinances, rules and governmental regulations (including, but not limited to, those relating to building, zoning and land use) affecting the development, use, occupancy or enjoyment of the Property; and (iii) Buyer has, at its own cost and expense, made its own independent investigation respecting the Property and all other aspects of this transaction, and is relying thereon and on the advice of its consultants in entering into this Agreement and has determined that the same are satisfactory to Buyer.

AS-IS. On 14.1 Purchaser expressly acknowledges and agrees to accept title to the Properties on an "as-is-where-is and with all faults" basis except as otherwise provided in this Agreement. 14.2 Except for separate agreement(s) entered in writing by the parties hereto contemporaneously herewith or before at Closing, this Agreement, as written, contains all the end terms of the Contingency Period Buyer ----- shall have examined and inspected agreement entered into between the Property and know and be satisfied with the physical condition, quality, quantity and state of repair parties as of the Property in all respects and shall have determined that the same is acceptable to Buyer "AS- IS," and Buyer acknowledges that Buyer is acquiring the Property in such "AS-IS" condition solely in reliance on its own inspections and examinationdate hereof, and its own evaluation Purchaser acknowledges, that neither Seller nor any of the Property. Buyer agrees that, except for Seller's Affiliates (as hereinafter defined), nor any of their agents or representatives, has made any representations or held out any inducements to Purchaser, and warranties as Seller hereby specifically disclaims any representation, oral or written, past, present or future, other than those specifically set forth in Paragraph 10(a), no other ----- representations, statements or warranties have at any time been made by SellerSections 8.1 and 15.1, or its agents, as to the physical condition, quality, quantity or state of repair of the Property or related to the operation or prospects for the Property in any respect which have not been expressed elsewhere in this Agreement. Buyer Without limiting the generality of the foregoing, Purchaser has not relied on any representations or warranties, and neither Seller nor any of Seller's Affiliates, nor any of their agents or representatives has or is willing to make any representations or warranties, express or implied, other than as may be expressly set forth in this Agreement, as to: (A) the status of title to the Properties; (B) the Leases; (C) the Contracts; (D) the Licenses; (E) the current or future real estate tax liability, assessment or valuation of the Properties; (F) the potential qualification of the Properties for any and all benefits conferred by any Laws whether for subsidies, special real estate tax treatment, insurance, mortgages or any other benefits, whether similar or dissimilar to those enumerated; (G) the compliance of the Properties in its current or any future state with applicable Laws or any violations thereof, including, without limitation, those relating to access for the handicapped, environmental or zoning matters, and the ability to obtain a change in the zoning or a variance in respect to the Properties' non-compliance, if any, with zoning Laws; (H) the nature and extent of any right-of-way, lease, possession, lien, encumbrance, license, reservation, condition or otherwise; (I) the availability of any financing for the purchase, alteration, rehabilitation or operation of the Properties from any source, including, without limitation, any government authority or any lender; (J) the current or future use of the Properties; (K) the present and future condition and operating state of any Personal Property and the present or future structural and physical condition of any of the Buildings, their suitability for rehabilitation or renovation, or the need for expenditures for capital improvements, repairs or replacements thereto; (L) the viability or financial condition of any tenant; (M) the status of the leasing market in which the Properties is located; and/or (N) the actual or projected income or operating expenses of the Properties. 14.3 Purchaser acknowledges that Seller has afforded Purchaser the opportunity for full and complete investigations, examinations and inspections of the Properties and all Property Information. Purchaser acknowledges and agrees that: (iA) Buyer the Property Information delivered or made available to Purchaser and Purchaser's Representatives (as hereinafter defined) by Seller or Seller's Affiliates, or any of their agents or representatives may have been prepared by third parties and may not be the work product of Seller and/or any of Seller's Affiliates; (B) neither Seller nor any of Seller's Affiliates has reviewed all instrumentsmade any independent investigation or verification of, records or has any knowledge of, the accuracy or completeness of, the Property Information, except for those items specifically covered by Seller representations in Article 8; (C) except for those items specifically referenced in the schedules referred to in Article 8, the Property Information delivered or made available to Purchaser and documents which Buyer deems appropriate Purchaser's Representatives is furnished to each of them at the request, and for the convenience of, Purchaser; (D) Purchaser is relying solely on its own investigations, examinations and inspections of the Properties and those of Purchaser's Representatives and is not relying in any way on the Property Information furnished by Seller or advisable any of Seller's Affiliates, or any of their agents or representatives (except those items specifically covered by Seller representations in Article 8); (E) Seller expressly disclaims any representations or warranties with respect to review the accuracy or completeness of the Property Information (except those items specifically covered by Seller representations in connection with this transactionArticle 8) and Purchaser releases Seller and Seller's Affiliates, includingand their agents and representatives, but not by way of limitation, from any and all architectural drawings, plans, specifications, surveys, building and occupancy permits, and any licenses, leases, contracts, warranties and guarantees relating to the Property or the business conducted thereon available to Buyer, and Buyer has determined that the same and the information and data contained therein and evidenced thereby are satisfactory to Buyer; liability with respect thereto (ii) Buyer has reviewed all applicable laws, ordinances, rules and governmental regulations (including, but not limited to, except those relating to building, zoning and land use) affecting the development, use, occupancy or enjoyment of the Propertyitems specifically covered by Seller representations in Article 8); and (iiiF) Buyer hasany further distribution of the Property Information is subject to Article 24. 14.4 Purchaser or anyone claiming by, at its own cost through or under Purchaser, hereby fully and irrevocably releases Seller and Seller's Affiliates, and their agents and representatives, from any and all claims that it may now have or hereafter acquire against Seller or Seller's Affiliates, or their agents or representatives for any cost, loss, liability, damage, expense, made its own independent investigation respecting action or cause of action, whether foreseen or unforeseen, arising from or related to any construction defects, construction errors or omissions on or in the Property and all Properties, or any other aspects of this transactionconstruction related conditions (whether patent, and is relying thereon and on latent or otherwise) affecting the advice of its consultants in entering into this Agreement and has determined that the same are satisfactory to Buyer.Properties, except for: (A) claims against Seller based upon any representations, warranties,

AS-IS. On Buyer acknowledges that it is familiar with the Property and has had, or before will have prior to the end Due Diligence Date, the opportunity, directly or through its Representatives to inspect the Property and conduct due diligence activities. Without limitation of the Contingency Period foregoing, Buyer ----- acknowledges that the Purchase Price has been negotiated based on Buyer’s express agreement that there would be no contingencies (financial or otherwise) to Closing other than the conditions set forth in Article V hereof. Buyer or its Representatives shall have have, or will prior to the Due Diligence Date, examined and inspected the Property Property, and know subject to Seller’s representations, warranties and be satisfied with covenants expressly set forth herein or any certificate, instrument or agreement delivered pursuant hereto and subject to the physical conditionconditions set forth herein, quality, quantity and state of repair of Buyer agrees to accept the Property in all respects and shall have determined that the same is acceptable to Buyer "AS- an “AS IS," and Buyer acknowledges that Buyer is acquiring the Property in such "AS-IS" ” condition solely in reliance on its own inspections and examination, and its own evaluation as of the PropertyClosing. Buyer agrees that, except for Seller's representations and warranties as set forth provided in Paragraph 10(a)this Agreement or any certificate, no other ----- instrument or agreement delivered pursuant to this Agreement, Buyer is not relying upon any representations, statements statements, or warranties have at (oral or written, implied or express) of any time been made by officer, employee, agent or Representative of Seller, or its agents, any salesperson or broker (if any) involved in this transaction as to the physical conditionProperty, quality, quantity or state of repair of the Property or related to the operation or prospects for the Property in any respect which have not been expressed in this Agreement. Buyer acknowledges and agrees that: (i) Buyer has reviewed all instruments, records and documents which Buyer deems appropriate or advisable to review in connection with this transaction, including, but not by way of limitation, any and all architectural drawings, plans, specifications, surveys, building and occupancy permits, and any licenses, leases, contracts, warranties and guarantees relating to the Property or the business conducted thereon available to Buyer, and Buyer has determined that the same and the information and data contained therein and evidenced thereby are satisfactory to Buyer; (ii) Buyer has reviewed all applicable laws, ordinances, rules and governmental regulations (including, but not limited to: (a) any representation, those relating statements or warranties as to building, zoning and land use) affecting the development, use, occupancy or enjoyment physical condition of the Property; and , (iiib) Buyer has, at its own cost and expense, made its own independent investigation respecting the fitness and/or suitability of the Property for use as a hotel and all other aspects casino, (c) the financial performance of the Property, (d) the compliance of the Property with applicable building, zoning, subdivision, environmental, or land use Laws, codes, ordinances, rules or regulations, (e) the state of repair of the Property, (f) the value of the Property, (g) the manner or quality of construction of the Property, (h) the income derived or to be derived from the Property, or (i) the fact that the Property may be located on earthquake faults or in seismic hazardous zones. Except with respect to the representations, warranties and covenants set forth in this transactionAgreement or any certificate, and is relying thereon and on the advice of its consultants in entering into instrument or agreement delivered pursuant to this Agreement and has determined that the same are satisfactory Buyer’s rights to indemnification as provided in this Agreement, Buyer, for itself and its successors and assigns, waives any right to assert any claim against Seller, at Law or in equity, relating to any such matter, whether latent or patent, disclosed or undisclosed, known or unknown, in contract or tort, now existing or hereafter arising other than resulting from Seller’s fraud or willful misconduct.

AS-IS. On Buyer or before the end of the Contingency Period Buyer ----- its Representatives shall have fully examined and inspected the Property Purchased Assets prior to the execution of this Agreement, and know and be satisfied with subject to the physical conditionprovisions of this Article XI, quality, quantity and state of repair Buyer agrees to accept the Purchased Assets in an “AS IS” condition as of the Property in all respects and shall have determined that the same is acceptable to Buyer "AS- IS," and Buyer acknowledges that Buyer is acquiring the Property in such "AS-IS" condition solely in reliance on its own inspections and examination, and its own evaluation of the PropertyClosing. Buyer agrees that, except for Seller's representations and warranties as set forth provided in Paragraph 10(a)Article V hereof, no other ----- Buyer is not relying upon any representations, statements statements, or warranties have at (oral or written, implied or express) of any time been made by officer, employee, agent or Representative of Seller, or its agents, any salesperson or broker (if any) involved in this transaction as to the physical conditionPurchased Assets, quality, quantity or state of repair of the Property or related to the operation or prospects for the Property in any respect which have not been expressed in this Agreement. Buyer acknowledges and agrees that: (i) Buyer has reviewed all instruments, records and documents which Buyer deems appropriate or advisable to review in connection with this transaction, including, but not by way of limitation, any and all architectural drawings, plans, specifications, surveys, building and occupancy permits, and any licenses, leases, contracts, warranties and guarantees relating to the Property or the business conducted thereon available to Buyer, and Buyer has determined that the same and the information and data contained therein and evidenced thereby are satisfactory to Buyer; (ii) Buyer has reviewed all applicable laws, ordinances, rules and governmental regulations (including, but not limited to: (a) any representation, those statements or warranties as to the physical condition of the Purchased Assets, (b) the fitness and/or suitability of the Purchased Assets for use as a resort, hotel and/or casino; (c) the financial performance of the Purchased Assets; (d) the compliance of the Purchased Assets with applicable building, zoning, subdivision, environmental, or land use Laws, codes, ordinances, rules or regulations; (e) the state of repair of the Purchased Assets; (f) the value of the Purchased Assets; (g) the manner or quality of construction of the Purchased Assets; (h) the income derived or to be derived from the Purchased Assets; or (i) the fact that the Purchased Assets may be located on earthquake faults or in seismic hazardous zones. Buyer, for itself and its successors and assigns, waives any right to assert any claim against Seller, at Law or in equity, relating to buildingany such matter, zoning and land use) affecting the developmentwhether latent or patent, usedisclosed or undisclosed, occupancy known or enjoyment of the Property; and (iii) Buyer hasunknown, at its own cost and expensein contract or tort, made its own independent investigation respecting the Property and all other aspects of this transaction, and is relying thereon and on the advice of its consultants in entering into this Agreement and has determined that the same are satisfactory to Buyernow existing or hereafter arising.

AS-IS. On or before the end of the Contingency Period Buyer ----- shall have examined and inspected the Property and know and be satisfied with the physical condition, quality, quantity and state of repair of the Property in all respects and shall have determined that the same is acceptable to Buyer "AS- IS," and Buyer acknowledges that Buyer is acquiring the Property in such "AS-IS" condition solely in reliance on its own inspections and examination, and its own evaluation of the Property. Buyer agrees that, except for Seller's representations and warranties as set forth in Paragraph 10(a), no other ----- representations, statements or warranties have at any time been made by Seller, or its agents, as to the physical condition, quality, quantity or state of repair of the Property or related to the operation or prospects for the Property in any respect which have not been expressed in this Agreement. Buyer Purchaser acknowledges and agrees that: : (ia) Buyer prior to the execution of this Agreement, Purchaser has reviewed all instrumentsindependently examined, records and documents which Buyer deems appropriate or advisable to review in connection with this transaction, including, but not by way of limitation, any and all architectural drawings, plans, specifications, surveys, building and occupancy permitsinspected, and any licenses, leases, contracts, warranties and guarantees relating investigated to the Property or full satisfaction of Purchaser, the business conducted thereon available to Buyerphysical nature and condition of the Property, and Buyer has determined that the same and the information and data contained therein and evidenced thereby are satisfactory to Buyer; (ii) Buyer has reviewed all applicable laws, ordinances, rules and governmental regulations (including, but not limited to, those relating to buildingits environmental condition, zoning and land use) the income, operating expenses and carrying charges affecting the developmentProperty; (b) except as expressly set forth in this Contract, useneither Seller nor any agent, occupancy officer, employee, or enjoyment representative of Seller has made any representation whatsoever regarding the subject matter of this Contract or any part thereof, including (without limiting the generality of the foregoing) representations as to the physical or environmental condition of the Property, the existence or non-existence of petroleum, asbestos, lead paint, fungi, including mold, or other microbial contamination, hazardous substances or wastes, underground or above ground storage tanks or any other environmental hazards on, under or about the Real Property, the Space Leases or License Agreements, operating expenses or carrying charges affecting the Property, the compliance of the Property or its operation with any laws, rules, ordinances or regulations of any applicable governmental or quasi-governmental authority or the habitability, merchantability, marketability, profitability or fitness of the Property for any purpose; and and (iiic) Buyer hasexcept as expressly set forth in this Contract, at its own cost Purchaser, in executing, delivering and expenseperforming this Contract, does not rely upon any statement, offering material, operating statement, historical budget, engineering structural report, any environmental reports, other reports or studies, information, or representation to whomsoever made or given, whether to Purchaser or others, and whether directly or indirectly, orally or in writing, made its own independent investigation respecting by any person, firm or corporation, and Purchaser acknowledges that except as expressly set forth herein, Seller makes no representation or warranty as to the accuracy or completeness of any such statement, information, offering material, operating statement, historical budget, report, study or representation. Without limiting the foregoing, but in addition thereto, except as otherwise expressly set forth in Section 3.5 and Section 6.1 of this Contract, Seller shall deliver, and Purchaser shall take, the Property in its “as is” “where is” condition and with all other aspects faults on the Closing Date, including, but not limited to, any violations of law or municipal ordinances, orders or requirements imposed or issued by any governmental or quasi-governmental authority having or asserting jurisdiction against or affecting the Property, and any conditions which may result in violations (collectively, “Violations”). The provisions of this transaction, and is relying thereon and on Section 5.1 shall survive the advice Closing or the earlier termination of its consultants in entering into this Agreement and has determined that the same are satisfactory to BuyerContract.

AS-IS. On Buyer or before its Representatives to the end of the Contingency Period Buyer ----- extent it so desires shall have examined and inspected the Property Purchased Assets prior to the execution of this Agreement, and know subject to the provisions of this Article and be satisfied with Article 4, Buyer agrees to accept the physical condition, quality, quantity and state of repair Purchased Assets in an “AS IS” condition as of the Property Closing, except as provided in all respects and shall have determined that the same is acceptable to Buyer "AS- IS," and Buyer acknowledges that Buyer is acquiring the Property in such "AS-IS" condition solely in reliance on its own inspections and examination, and its own evaluation of the PropertyArticle 4 hereof. Buyer agrees that, except for Seller's representations and warranties as set forth provided in Paragraph 10(a)Article 4 hereof, no other ----- Buyer is not relying upon any representations, statements statements, or warranties have at (oral or written, implied or express) of any time been made by officer, employee, agent or Representative of Seller, or its agents, any salesperson or broker (if any) involved in this transaction as to the physical conditionPurchased Assets, quality, quantity or state of repair of the Property or related to the operation or prospects for the Property in any respect which have not been expressed in this Agreement. Buyer acknowledges and agrees that: (i) Buyer has reviewed all instruments, records and documents which Buyer deems appropriate or advisable to review in connection with this transaction, including, but not by way of limitation, any and all architectural drawings, plans, specifications, surveys, building and occupancy permits, and any licenses, leases, contracts, warranties and guarantees relating to the Property or the business conducted thereon available to Buyer, and Buyer has determined that the same and the information and data contained therein and evidenced thereby are satisfactory to Buyer; (ii) Buyer has reviewed all applicable laws, ordinances, rules and governmental regulations (including, but not limited to: (a) any representation, those statements or warranties as to the physical condition of the Purchased Assets, including implied warranties of merchantability and fitness for a particular purpose and any other warranties provided or implied by applicable Law; (b) the fitness and/or suitability of the Purchased Assets for use as a resort, hotel and/or casino; (c) the financial performance of the Purchased Assets; (d) the compliance of the Purchased Assets with applicable building, zoning, subdivision, environmental, or land use Laws, codes, ordinances, rules or regulations; (e) the state of repair of the Purchased Assets; (f) the value of the Purchased Assets; (g) the manner or quality of construction of the Purchased Assets; (h) the income derived or to be derived from the Purchased Assets; or (i) the fact that the Purchased Assets may be located in hurricane zones, on earthquake faults or in seismic hazardous zones. Subject to the foregoing sentence, Buyer, for itself and its successors and assigns, waives any right to assert any claim against Seller, at Law or in equity, relating to buildingany such matter, zoning and land use) affecting the developmentwhether latent or patent, usedisclosed or undisclosed, occupancy known or enjoyment of the Property; and (iii) Buyer hasunknown, at its own cost and expensein contract or tort, made its own independent investigation respecting the Property and all other aspects of this transaction, and is relying thereon and on the advice of its consultants in entering into this Agreement and has determined that the same are satisfactory to Buyernow existing or hereafter arising.

AS-IS. On Buyer or before the end of the Contingency Period Buyer ----- shall its Representatives have fully examined and inspected the Property Purchased Assets prior to the execution of this Agreement, and know and be satisfied with subject to the physical conditionprovisions of this ARTICLE XI, quality, quantity and state of repair Buyer agrees to accept the Purchased Assets in an “AS IS” condition as of the Property in all respects and shall have determined that the same is acceptable to Buyer "AS- IS," and Buyer acknowledges that Buyer is acquiring the Property in such "AS-IS" condition solely in reliance on its own inspections and examination, and its own evaluation of the PropertyClosing. Buyer agrees that, except for Seller's representations and warranties as set forth provided in Paragraph 10(a)ARTICLE V hereof, no other ----- Buyer is not relying upon any representations, statements statements, or warranties have at (oral or written, implied or express) of any time been made by officer, employee, agent, Affiliate or Representative of Seller, or its agents, any salesperson or broker (if any) involved in this transaction as to the physical conditionPurchased Assets, quality, quantity or state of repair of the Property or related to the operation or prospects for the Property in any respect which have not been expressed in this Agreement. Buyer acknowledges and agrees that: (i) Buyer has reviewed all instruments, records and documents which Buyer deems appropriate or advisable to review in connection with this transaction, including, but not by way of limitation, any and all architectural drawings, plans, specifications, surveys, building and occupancy permits, and any licenses, leases, contracts, warranties and guarantees relating to the Property or the business conducted thereon available to Buyer, and Buyer has determined that the same and the information and data contained therein and evidenced thereby are satisfactory to Buyer; (ii) Buyer has reviewed all applicable laws, ordinances, rules and governmental regulations (including, but not limited to: (a) any representation, those statements or warranties as to the physical condition of the Purchased Assets; (b) the fitness and/or suitability of the Purchased Assets for use as a race track and/or casino; (c) the past, current or future financial performance of the Purchased Assets; (d) the compliance of the Purchased Assets with applicable Laws, including building, zoning, subdivision, environmental, or land use Laws, codes, ordinances, rules or regulations; (e) the state of repair of the Purchased Assets, including, without limitation, the Improvements; (f) the value of the Purchased Assets; (g) the manner or quality of construction of the Purchased Assets; (h) the income derived or to be derived from the Purchased Assets; or (i) the fact that the Purchased Assets may be located on earthquake faults or in seismic hazardous zones. Buyer, for itself and its successors and assigns, waives any right to assert any claim against Seller, at Law or in equity, relating to buildingany such matter, zoning whether latent or patent, disclosed or undisclosed, known or unknown, in contract or tort, now existing or hereafter arising, except with respect to the representations and land use) affecting the development, use, occupancy or enjoyment of the Property; and (iii) Buyer has, at its own cost and expense, made its own independent investigation respecting the Property and all other aspects of this transaction, and is relying thereon and on the advice of its consultants warranties in entering into this Agreement and has determined that the same are satisfactory to BuyerARTICLE V hereof.

AS-IS. On Buyer or before its Representatives to the end of the Contingency Period Buyer ----- extent it so desires shall have examined and inspected the Property Purchased Assets prior to the execution of this Agreement, and know subject to the provisions of this Article, Article 4 and be satisfied with Article 6, Buyer agrees to accept the physical condition, quality, quantity and state of repair Purchased Assets in an “AS IS” condition as of the Property in all respects and shall have determined that the same is acceptable to Buyer "AS- IS," and Buyer acknowledges that Buyer is acquiring the Property in such "AS-IS" condition solely in reliance on its own inspections and examination, and its own evaluation of the PropertyClosing. Buyer agrees that, except for Seller's representations and warranties as set forth provided in Paragraph 10(a)Article 4 hereof, no other ----- Buyer is not relying upon any representations, statements statements, or warranties have at (oral or written, implied or express) of any time been made by officer, employee, agent or Representative of Seller, or its agents, any salesperson or broker (if any) involved in this transaction as to the physical conditionPurchased Assets, quality, quantity or state of repair of the Property or related to the operation or prospects for the Property in any respect which have not been expressed in this Agreement. Buyer acknowledges and agrees that: (i) Buyer has reviewed all instruments, records and documents which Buyer deems appropriate or advisable to review in connection with this transaction, including, but not by way of limitation, any and all architectural drawings, plans, specifications, surveys, building and occupancy permits, and any licenses, leases, contracts, warranties and guarantees relating to the Property or the business conducted thereon available to Buyer, and Buyer has determined that the same and the information and data contained therein and evidenced thereby are satisfactory to Buyer; (ii) Buyer has reviewed all applicable laws, ordinances, rules and governmental regulations (including, but not limited to: (a) any representation, those statements or warranties as to the physical condition of the Purchased Assets, including implied warranties of merchantability and fitness for a particular purpose and any other warranties provided or implied by applicable Law; (b) the fitness and/or suitability of the Purchased Assets for use as a resort, hotel and/or casino; (c) the financial performance of the Purchased Assets; (d) the compliance of the Purchased Assets with applicable building, zoning, subdivision, environmental, or land use Laws, codes, ordinances, rules or regulations; (e) the state of repair of the Purchased Assets; (f) the value of the Purchased Assets; (g) the manner or quality of construction of the Purchased Assets; (h) the income derived or to be derived from the Purchased Assets; or (i) the fact that the Purchased Assets may be located in hurricane zones, on earthquake faults or in seismic hazardous zones. Subject to the foregoing sentence, Buyer, for itself and its successors and assigns, waives any right to assert any claim against Seller, at Law or in equity, relating to buildingany such matter, zoning and land use) affecting the developmentwhether latent or patent, usedisclosed or undisclosed, occupancy known or enjoyment of the Property; and (iii) Buyer hasunknown, at its own cost and expensein contract or tort, made its own independent investigation respecting the Property and all other aspects of this transaction, and is relying thereon and on the advice of its consultants in entering into this Agreement and has determined that the same are satisfactory to Buyernow existing or hereafter arising.

AS-IS. On or before the end Buyer acknowledges that it is familiar with each of the Contingency Period Properties and has had the opportunity, directly or through its representatives to inspect each of the Properties and conduct due diligence activities. Without limitation of the foregoing, Buyer ----- acknowledges that the Purchase Price has been negotiated based on Buyer’s express agreement that there would be no contingencies (financial or otherwise) to Closing other than the conditions set forth in Article IX hereof. Buyer or its Representatives shall have fully examined and inspected the Property Properties prior to the execution of this Agreement, and know subject to the provisions of this Article XII and be satisfied with each Seller’s representations, warranties and covenants expressly set forth herein or any certificate, instrument or agreement delivered pursuant hereto and subject to the physical conditionconditions set forth herein, quality, quantity and state of repair Buyer agrees to accept the Properties in an “AS IS” condition as of the Property in all respects and shall have determined that the same is acceptable to Buyer "AS- IS," and Buyer acknowledges that Buyer is acquiring the Property in such "AS-IS" condition solely in reliance on its own inspections and examination, and its own evaluation of the PropertyClosing. Buyer agrees that, except for Seller's representations and warranties as set forth provided in Paragraph 10(a)this Agreement or any certificate, no other ----- instrument or agreement delivered pursuant to this Agreement, Buyer is not relying upon any representations, statements statements, or warranties have at (oral or written, implied or express) of any time been made by officer, employee, agent or Representative of any Seller, or its agents, any salesperson or broker (if any) involved in this transaction as to the physical conditionProperties, quality, quantity or state of repair of the Property or related to the operation or prospects for the Property in any respect which have not been expressed in this Agreement. Buyer acknowledges and agrees that: (i) Buyer has reviewed all instruments, records and documents which Buyer deems appropriate or advisable to review in connection with this transaction, including, but not by way of limitation, any and all architectural drawings, plans, specifications, surveys, building and occupancy permits, and any licenses, leases, contracts, warranties and guarantees relating to the Property or the business conducted thereon available to Buyer, and Buyer has determined that the same and the information and data contained therein and evidenced thereby are satisfactory to Buyer; (ii) Buyer has reviewed all applicable laws, ordinances, rules and governmental regulations (including, but not limited to: (a) any representation, those statements or warranties as to the physical condition of the Properties, (b) the fitness and/or suitability of the Properties for use as a hotel and casino, (c) the financial performance of the Properties, (d) the compliance of the Properties with applicable building, zoning, subdivision, environmental, or land use Laws, codes, ordinances, rules or regulations, (e) the state of repair of the Properties, (f) the value of the Properties, (g) the manner or quality of construction of the Properties, (h) the income derived or to be derived from the Properties, or (i) the fact that the Properties may be located on earthquake faults or in seismic hazardous zones. Other than in accordance with Article XI hereof, Buyer, for itself and its successors and assigns, waives any right to assert any claim against any Seller, at Law or in equity, relating to buildingany such matter, zoning and land use) affecting the developmentwhether latent or patent, usedisclosed or undisclosed, occupancy known or enjoyment of the Property; and (iii) Buyer hasunknown, at its own cost and expensein contract or tort, made its own independent investigation respecting the Property and all other aspects of this transaction, and is relying thereon and on the advice of its consultants in entering into this Agreement and has determined that the same are satisfactory to Buyernow existing or hereafter arising.