Common use of Physical Condition of the Property Clause in Contracts

Physical Condition of the Property. a. Seller shall continue to operate and maintain the Property in accordance with its past practices. On the Date of Closing, the Property and all components thereof, including its structural components and equipment, and all building, mechanical, electrical and plumbing systems, shall be in the condition they are in as of the Effective Date, subject only to reasonable wear and tear. Purchaser, its agents, employees and independent contractors, will have the right to inspect the Property at any time prior to Closing to satisfy itself that the Property is being run and operated in accordance with the management practices observed by Seller prior to the date hereof. Immediately prior to Closing, representatives of Purchaser and Seller shall prepare a new inventory of personal property at the Property which shall contain only those changes from the inventory previously delivered as Exhibit G which have been approved by Purchaser; provided that, Seller shall have no obligation to restock any inventory to the extent that Seller has used the same in the ordinary course of business. b. Subject to the express terms and provisions of this Contract and the closing documents to be entered into by the parties pursuant to the terms of this Contract, the Property shall be sold and conveyed in its “as is, where is” condition, with all faults, on the Closing Date, without any representations or warranties whatsoever, express or implied, except as otherwise specifically set forth in this Contract. FURTHER SUBJECT TO THE EXPRESS TERMS AND PROVISIONS OF THIS CONTRACT, BUYER ACKNOWLEDGES AND AGREES THAT THE PROPERTY IS TO BE TRANSFERRED BY SELLER TO BUYER “AS IS,” “WITH ALL FAULTS,” AND SUBSTANTIALLY IN ITS CURRENT CONDITION. BUYER FURTHER ACKNOWLEDGES AND AGREES THAT, EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS CONTRACT, NEITHER SELLER NOR ANY AGENT, EMPLOYEE OR OTHER REPRESENTATIVE OF SELLER (OR PURPORTED AGENT, EMPLOYEE OR OTHER REPRESENTATIVE OF SELLER) HAS MADE (i) ANY GUARANTEE, REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED AS TO THE VALUE, USES, HABITABILITY, CONDITION, DESIGN, OPERATION, FINANCIAL CONDITION OR PROSPECTS, OR FITNESS FOR PURPOSE OR USE OF THE PROPERTY (OR ANY PART THEREOF) OR THE PROPERTY INFORMATION, OR (ii) ANY OTHER GUARANTEE, REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO ANY PORTION OF THE PROPERTY (OR ANY PART THEREOF) OR THE PROPERTY INFORMATION. FURTHER, EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS CONTRACT, SELLER SHALL HAVE NO LIABILITY FOR ANY LATENT, HIDDEN, OR PATENT DEFECT AS TO THE PROPERTY OR THE FAILURE OF THE PROPERTY, OR ANY PART THEREOF, TO COMPLY WITH ANY APPLICABLE LAWS AND REGULATIONS. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS CONTRACT, BUYER ACKNOWLEDGES AND AGREES: (1) THAT THE “PROPERTY INFORMATION” PROVIDED UNDER THIS CONTRACT (AND ANY OTHER INFORMATION BUYER MAY HAVE OBTAINED REGARDING IN ANY WAY ANY OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, ITS OPERATIONS OR ITS FINANCIAL HISTORY OR PROSPECTS FROM SELLER OR ITS AGENTS, EMPLOYEES OR OTHER REPRESENTATIVES) IS DELIVERED TO BUYER AS A COURTESY, WITHOUT REPRESENTATION OR WARRANTY AS TO ITS ACCURACY OR COMPLETENESS, AND NOT AS AN INDUCEMENT TO ACQUIRE THE PROPERTY; (2) THAT NOTHING CONTAINED IN SUCH DELIVERIES SHALL CONSTITUTE OR BE DEEMED TO BE A GUARANTEE, REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, IN ANY REGARD AS TO ANY OF THE PROPERTY (EXCEPT AS EXPRESSLY PROVIDED HEREIN); AND (3) THAT BUYER IS RELYING UPON THE PROVISIONS OF THIS CONTRACT AND ITS OWN INDEPENDENT ASSESSMENT OF THE PROPERTY AND ITS PROSPECTS IN DETERMINING WHETHER TO ACQUIRE THE PROPERTY.

Physical Condition of the Property. a. Seller shall continue to operate (a) Purchaser acknowledges that it has examined and maintain inspected, and is satisfied with, the Property in accordance with its past practices. On the Date physical condition of Closing, the Property and all components thereof, including its structural components and equipment, and all building, mechanical, electrical and plumbing systems, shall be in the condition they are in as of the Effective Date, subject only to reasonable wear and tearimprovements thereon. Purchaser, its agents, employees and independent contractors, will have the right to inspect the Property at any time prior to Closing to satisfy itself that the Property is being run and operated in accordance with the management practices observed by Seller prior to the date hereof. Immediately prior to Closing, representatives of Purchaser and Seller shall prepare a new inventory of personal property at the Property which shall contain only those changes from the inventory previously delivered as Exhibit G which have been approved by Purchaser; provided that, Seller shall have no obligation to restock any inventory to the extent that Seller has used the same in the ordinary course of business. b. Subject to the express terms and provisions of this Contract and the closing documents to be entered into by the parties pursuant to the terms of this Contract, the Property shall be sold and conveyed in its “as is, where is” condition, with all faults, on the Closing Date, without any representations or warranties whatsoever, express or implied, except as otherwise specifically set forth in this Contract. FURTHER SUBJECT TO THE EXPRESS TERMS AND PROVISIONS OF THIS CONTRACT, BUYER ACKNOWLEDGES AND PURCHASER EXPRESSLY AGREES THAT THE PROPERTY IS TO OR WILL BE TRANSFERRED BY SELLER TO BUYER SOLD “AS IS,” “, WHERE IS, WITH ALL FAULTS,” ”, WITHOUT ANY WARRANTY OR REPRESENTATION, EXPRESS, IMPLIED, OR ARISING BY OPERATION OF LAW, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF CONDITION, HABITABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND SUBSTANTIALLY IN ITS CURRENT CONDITIONSUBJECT TO ORDINARY WEAR AND TEAR OCCURRING AFTER THE DATE HEREOF. BUYER FURTHER ACKNOWLEDGES AND AGREES THATPurchaser further acknowledges that Seller has neither made nor extended to Purchaser any representation, EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS CONTRACTwarranty or indemnity with regard to the environmental condition of the Property or with regard to its compliance with the Americans with Disabilities Act of 1990, NEITHER SELLER NOR ANY AGENTif applicable, EMPLOYEE OR OTHER REPRESENTATIVE OF SELLER and Purchaser hereby assumes sole responsibility therefor, indemnifies and agrees to hold Seller, its affiliates, agents, directors, employees and attorneys harmless from and waives any right, action, claim or cause of action it or its successors or assigns may have now or in the future against Seller, its affiliates, agents, directors, employees or attorneys with regard thereto. (OR PURPORTED AGENTb) If the improvements on the Property are damaged after the date hereof but before settlement, EMPLOYEE OR OTHER REPRESENTATIVE OF SELLERSeller may (but will not be obligated to) HAS MADE attempt to repair the improvements and, at Seller’s option, there will be a reasonable extension of the settlement date in which Seller may attempt to complete the repair. If Seller notifies Purchaser that Seller does not intend to attempt repair, or if Seller attempts but is not successful in effecting repair and so notifies Purchaser, within ten (10) days of either such notification Purchaser either (i) ANY GUARANTEEwill terminate this Agreement, REPRESENTATION OR WARRANTYin which case Purchaser will be entitled to the return of the Deposit and neither party will have any further liability to the other, EXPRESS OR IMPLIED AS TO THE VALUE, USES, HABITABILITY, CONDITION, DESIGN, OPERATION, FINANCIAL CONDITION OR PROSPECTS, OR FITNESS FOR PURPOSE OR USE OF THE PROPERTY (OR ANY PART THEREOF) OR THE PROPERTY INFORMATION, OR or (ii) ANY OTHER GUARANTEEwill waive any objection to the damage and any right to reduce the Purchase Price, REPRESENTATION OR WARRANTY WHATSOEVERin which case Seller will convey to Purchaser the Property with such damaged improvements as are then thereon and will assign to Purchaser all of Seller’s right, EXPRESS OR IMPLIEDtitle and interest to any insurance proceeds, WITH RESPECT TO ANY PORTION OF THE PROPERTY if any, received or to be received in payment of damage to the improvements (OR ANY PART THEREOF) OR THE PROPERTY INFORMATION. FURTHERbut no other insurance proceeds, EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS CONTRACT, SELLER SHALL HAVE NO LIABILITY FOR ANY LATENT, HIDDEN, OR PATENT DEFECT AS TO THE PROPERTY OR THE FAILURE OF THE PROPERTY, OR ANY PART THEREOF, TO COMPLY WITH ANY APPLICABLE LAWS AND REGULATIONS. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS CONTRACT, BUYER ACKNOWLEDGES AND AGREES: (1) THAT THE “PROPERTY INFORMATION” PROVIDED UNDER THIS CONTRACT (AND ANY OTHER INFORMATION BUYER MAY HAVE OBTAINED REGARDING IN ANY WAY ANY OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, ITS OPERATIONS OR ITS FINANCIAL HISTORY OR PROSPECTS FROM SELLER OR ITS AGENTS, EMPLOYEES OR OTHER REPRESENTATIVES) IS DELIVERED TO BUYER AS A COURTESY, WITHOUT REPRESENTATION OR WARRANTY AS TO ITS ACCURACY OR COMPLETENESS, AND NOT AS AN INDUCEMENT TO ACQUIRE THE PROPERTY; (2) THAT NOTHING CONTAINED IN SUCH DELIVERIES SHALL CONSTITUTE OR BE DEEMED TO BE A GUARANTEE, REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, IN ANY REGARD AS TO ANY OF THE PROPERTY (EXCEPT AS EXPRESSLY PROVIDED HEREINsuch as proceeds from damage to personal property); AND (3) THAT BUYER IS RELYING UPON THE PROVISIONS OF THIS CONTRACT AND ITS OWN INDEPENDENT ASSESSMENT OF THE PROPERTY AND ITS PROSPECTS IN DETERMINING WHETHER TO ACQUIRE THE PROPERTY.

Physical Condition of the Property. a. Seller shall continue to operate and maintain Purchaser acknowledges that the purchase of the Property in accordance with its past practices. On the Date of Closing, the Property and all components thereof, including its structural components and equipment, and all building, mechanical, electrical and plumbing systems, shall be in the condition they are in as of the Effective Date, subject only to reasonable wear and tear. Purchaser, its agents, employees and independent contractors, will have the right to inspect the Property at any time prior to Closing to satisfy itself that the Property by Purchaser is being run and operated in accordance with the management practices observed by Seller prior to the date hereof. Immediately prior to Closing, representatives of Purchaser and Seller shall prepare a new inventory of personal property at the Property which shall contain only those changes from the inventory previously delivered as Exhibit G which have been approved by Purchaser; provided that, Seller shall have no obligation to restock any inventory to the extent that Seller has used the same in the ordinary course of business. b. Subject to the express terms and provisions of this Contract and the closing documents to be entered into by the parties pursuant to the terms of this Contract, the Property shall be sold and conveyed in its “as is, where is” condition, with all faults, on the Closing Date, without any representations or warranties whatsoever, express or implied, except as otherwise specifically set forth in this Contract. FURTHER SUBJECT TO THE EXPRESS TERMS AND PROVISIONS OF THIS CONTRACT, BUYER ACKNOWLEDGES AND AGREES THAT THE PROPERTY IS TO BE TRANSFERRED BY SELLER TO BUYER an “AS IS,” “WITH ALL FAULTS,” AND SUBSTANTIALLY IN ITS CURRENT CONDITION“WHERE IS” basis. BUYER FURTHER ACKNOWLEDGES Purchaser hereby agrees to indemnify, defend, release and hold harmless Seller from and against any claim, action, matter or obligation that may arise in the future regarding any environmental condition of the Property caused solely by Purchaser’s activities on and/or operation of the Property. UPON CLOSING, PURCHASER EXPRESSLY AGREES TO ACCEPT THE PROPERTY, INCLUDING THE ENVIRONMENTAL CONDITION OF THE PROPERTY, “AS IS” AND AGREES THAT“WHERE IS” AND SELLER SHALL, UNDER NO CIRCUMSTANCES, BE DEEMED TO HAVE MADE, AND SELLER HEREBY DISCLAIMS, EXCEPT AS OTHERWISE EXPRESSLY FOR THOSE REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS CONTRACTSECTION 14 HEREIN, NEITHER SELLER NOR ANY AGENT, EMPLOYEE OR OTHER REPRESENTATIVE OF SELLER (OR PURPORTED AGENT, EMPLOYEE OR OTHER REPRESENTATIVE OF SELLER) HAS MADE (i) ANY GUARANTEE, REPRESENTATION OR WARRANTY, EITHER EXPRESS OR IMPLIED IMPLIED, AS TO ANY MATTER WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THE VALUECONDITION OF THE PROPERTY, USES, HABITABILITY, CONDITION, DESIGN, OPERATION, FINANCIAL ANY ENVIRONMENTAL CONDITION OR PROSPECTS, OR FITNESS FOR PURPOSE OR USE OF THE PROPERTY (INCLUDING, WITHOUT LIMITATION, THE PRESENCE OF ANY POLLUTANT OR CONTAMINANT, INCLUDING ANY HAZARDOUS SUBSTANCE IN, ON OR UNDER THE PROPERTY), AND THE ADEQUACY, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF THE PROPERTY OR ANY PART THEREOF) OR THE PROPERTY INFORMATION, OR (ii) ANY OTHER GUARANTEE, REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT . SELLER SHALL NOT BE LIABLE TO ANY PORTION OF THE PROPERTY (PURCHASER OR ANY PART THEREOF) OR THE PROPERTY INFORMATION. FURTHER, EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS CONTRACT, SELLER SHALL HAVE NO LIABILITY SUCCESSORS OF PURCHASER FOR ANY LATENTINCIDENTAL OR CONSEQUENTIAL DAMAGES, HIDDENINCLUDING, WITHOUT LIMITATION, BUSINESS INTERRUPTION OR PATENT DEFECT AS TO STRICT OR ABSOLUTE LIABILITY IN TORT, OCCASIONED BY OR ARISING IN CONNECTION WITH THE PROPERTY OR THE FAILURE OF THE PROPERTY, CONDITION OR ANY PART THEREOF, TO COMPLY WITH ANY APPLICABLE LAWS AND REGULATIONS. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS CONTRACT, BUYER ACKNOWLEDGES AND AGREES: (1) THAT THE “PROPERTY INFORMATION” PROVIDED UNDER THIS CONTRACT (AND ANY OTHER INFORMATION BUYER MAY HAVE OBTAINED REGARDING IN ANY WAY ANY ALLEGED CONDITION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, ITS OPERATIONS OR ITS FINANCIAL HISTORY OR PROSPECTS FROM SELLER OR ITS AGENTSLIABILITY ARISING OUT OF ANY ENVIRONMENTAL CONDITION WITH RESPECT TO THE PROPERTY. PURCHASER AGREES TO RELEASE SELLER, EMPLOYEES OR OTHER REPRESENTATIVES) THE DEBTORS, THE FIRST LIEN LENDERS, THE FIRST LIEN AGENT (AS EACH IS DELIVERED TO BUYER AS A COURTESY, WITHOUT REPRESENTATION OR WARRANTY AS TO ITS ACCURACY OR COMPLETENESSDEFINED IN THE SALE ORDER), AND NOT AS AN INDUCEMENT TO ACQUIRE ANY SUBSIDIARY OR AFFILIATE OF SELLER, DEBTORS, THE FIRST LIEN LENDERS OR THE FIRST LIEN AGENT, FROM ANY AND ALL CLAIMS OF PURCHASER OR ANY SUCCESSORS OF PURCHASER AGAINST SELLER, THE DEBTORS, THE FIRST LIEN LENDERS, THE FIRST LIEN AGENT AND ANY SUBSIDIARY OR AFFILIATE OF SELLER, THE DEBTORS, THE FIRST LIEN LENDERS OR THE FIRST LIEN AGENT, ARISING ON OR AFTER THE CLOSING CONCERNING THE ENVIRONMENTAL CONDITION OF THE PROPERTY; (2) THAT NOTHING CONTAINED IN SUCH DELIVERIES SHALL CONSTITUTE , AND COVENANTS NOT TO ▇▇▇ SELLER, THE DEBTORS, THE FIRST LIEN LENDERS, THE FIRST LIEN AGENT, AND ANY SUBSIDIARY OR BE DEEMED TO BE A GUARANTEEAFFILIATE OF SELLER, REPRESENTATION THE DEBTORS, THE FIRST LIEN LENDERS OR WARRANTYTHE FIRST LIEN AGENT, EXPRESS OR IMPLIEDANY OF THEIR RESPECTIVE EMPLOYEES, DIRECTORS OR OFFICERS OR JOIN SELLER, THE DEBTORS, THE FIRST LIEN LENDERS OR THE FIRST LIEN AGENT, AND ANY SUBSIDIARY OR AFFILIATE OF SELLER, THE DEBTORS, THE FIRST LIEN LENDERS OR THE FIRST LIEN AGENT, OR ANY OF THEIR RESPECTIVE EMPLOYEES, DIRECTORS, OFFICERS, OR AGENTS, IN ANY REGARD AS TO ACTION CONCERNING THE ENVIRONMENTAL CONDITION OF THE PROPERTY. THE PARTIES AGREE THAT THE FOREGOING RELEASE AND COVENANT SHALL RUN WITH THE PROPERTY AND BIND SUBSEQUENT PURCHASERS THEREOF AND THAT THE DEED WILL INCLUDE A REFERENCE THERETO PUTTING ANY FUTURE PURCHASERS OF THE PROPERTY (EXCEPT AS EXPRESSLY PROVIDED HEREIN); AND (3) THAT BUYER IS RELYING UPON ON NOTICE THEREOF UNTIL THE PROVISIONS OF THIS CONTRACT AND ITS OWN INDEPENDENT ASSESSMENT LATER OF THE PROPERTY AND ITS PROSPECTS IN DETERMINING WHETHER TO ACQUIRE ENTRY OF AN ORDER OF THE PROPERTYBANKRUPTCY COURT CLOSING THE BANKRUPTCY PROCEEDINGS OR FIVE YEARS FROM THE CLOSING DATE.

Physical Condition of the Property. a. Seller shall continue (a) As-Is" Condition. Except as provided herein below to operate its ----------------- contrary, Agency disclaims any and maintain all covenants or warranties respecting the condition of the soil or subsoil or any other physical or environmental condition of the Property. Redeveloper is purchasing and leasing the entire Property in their "as-is" condition. Prior to the date set forth in the Schedule ofPerformance attached hereto as Exhibit 3 (the "Schedule of Performance"), Redeveloper may, at Redeveloper's expense, conduct examinations, soils tests or an environmental site assessment on the Property (in accordance connection with its past practices. On the Date of Closing, which Redeveloper shall indemnify and hold Agency and the Property free and harmless from any and all components thereofcosts, including its structural components expenses, liabilities and equipmentcharges resulting from Redeveloper's entry onto the Property). If the examination or soils tests reveal that the Property is not suitable (or cannot be made suitable at reasonable cost) for construction of the Initial Improvements thereon, Redeveloper may elect to cancel this DDA upon written notice to Agency given within ten (10) days after Redeveloper's receipt of the completed soils reports or environmental site assessments, but in any event such notice shall be delivered to Agency no later than June 15, 1995. Agency hereby assigns to Redeveloper any and all buildingcauses of action which it may have against prior developers, mechanicalbuilders, electrical contractors, subcontractors or suppliers of labor and/or materials to the Hotel Parcel and plumbing systemsthe Convention Center Parcel for design and construction defects, negligent construction or other causes of action of a similar nature resulting in damage to the Hotel Parcel and/or the Convention Center Parcel, it being understood that (i) all costs of any litigation (including attorneys' fees) shall be borne solely by Redeveloper and (ii) the proceeds from any recovery with respect to such litigation, after payment of the costs thereof (including attorneys' fees), shall be credited against the cost of the Initial Improvement Costs, thus reducing the Rent Reduction/Credit referred to in Section 6 hereof. (b) Environmental Conditions of Property Prior to Commencement of ------------------------------------------------------------- Lease. Agency shall be solely responsible for the condition they are in as costs of clean up or ----- remediation of any deposit or discharge of Hazardous Materials on or from the Property which occurred prior to the Effective Date, subject only and Agency shall indemnify, hold harmless and defend Redeveloper against any and all loss, cost or obligation with respect thereto (including attorneys fees and costs), provided, however, that Agency shall not be liable to reasonable wear and tear. Purchaser, its agents, employees and independent contractors, will have Redeveloper for any consequential damages suffered by Redeveloper by reason of the right to inspect existence of any Hazardous Waste on the Property at any time which existed prior to Closing to satisfy itself that the Effective Date and which could have reasonably been discovered by a competent environmental assessment of the Property. (c) Environmental Condition of the Property is being run During Lease Term. --------------------------------------------------------- Redeveloper shall indemnify, protect, defend and operated hold harmless Agency from and against any and all claims, liabilities, suits, losses, costs, expenses and damages, including but not limited to attorneys' fees and costs, arising out of any claim for loss or damage to any property, including the Property (including both the Convention Center Parcel and the Leasehold Parcels), injuries to or death of persons, or for the cost of cleaning up the Property, and removing hazardous or toxic substances, materials and waste therefrom, by reason of contamination or adverse effects on the environment, or by reason of any statutes, ordinances, orders, rules or regulations of any governmental entity or agency requiring the clean-up of the Property caused by or resulting from any hazardous material, substance or waste introduced to the Property during the Term of this Lease. The foregoing indemnity shall survive the expiration or termination of this Lease, and the close of escrow in accordance with the management practices observed by Seller event of Redeveloper's exercise of the option to purchase the Leasehold Parcels set forth below. However, Redeveloper shall not be liable on account of this indemnity if, prior to the date set forth in the Schedule of Performance, Redeveloper elects to terminate this Lease on account of Redeveloper's disapproval of the condition of the Property as provided in Section 10(a) hereof. Immediately Moreover, upon the expiration of this Lease, if Redeveloper has not purchased theLeasehold Parcels, then Redeveloper shall not thereafter be liable on account of this indemnity as a result of hazardous or toxic substances, materials, or waste that were located on the Leasehold Parcels prior to Closingthe Effective Date, representatives of Purchaser and Seller shall prepare a new inventory of personal property at the Property which shall contain only those changes from the inventory previously delivered as Exhibit G which have been approved by Purchaser; provided that, Seller shall have no obligation to restock any inventory except to the extent that Seller has used such hazardous or toxic substances, materials, or waste were deposited on the same in the ordinary course of business. b. Subject Property prior to the express terms and provisions of this Contract and the closing documents to be entered into Effective Date by the parties pursuant to the terms of this ContractRedeveloper or Redeveloper's agents, the Property shall be sold and conveyed in its “as isofficers, where is” conditionemployees, with all faultscontractors, on the Closing Datesublessees, without any representations or warranties whatsoever, express or implied, except as otherwise specifically set forth in this Contract. FURTHER SUBJECT TO THE EXPRESS TERMS AND PROVISIONS OF THIS CONTRACT, BUYER ACKNOWLEDGES AND AGREES THAT THE PROPERTY IS TO BE TRANSFERRED BY SELLER TO BUYER “AS IS,” “WITH ALL FAULTS,” AND SUBSTANTIALLY IN ITS CURRENT CONDITION. BUYER FURTHER ACKNOWLEDGES AND AGREES THAT, EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS CONTRACT, NEITHER SELLER NOR ANY AGENT, EMPLOYEE OR OTHER REPRESENTATIVE OF SELLER (OR PURPORTED AGENT, EMPLOYEE OR OTHER REPRESENTATIVE OF SELLER) HAS MADE (i) ANY GUARANTEE, REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED AS TO THE VALUE, USES, HABITABILITY, CONDITION, DESIGN, OPERATION, FINANCIAL CONDITION OR PROSPECTS, OR FITNESS FOR PURPOSE OR USE OF THE PROPERTY (OR ANY PART THEREOF) OR THE PROPERTY INFORMATION, OR (ii) ANY OTHER GUARANTEE, REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO ANY PORTION OF THE PROPERTY (OR ANY PART THEREOF) OR THE PROPERTY INFORMATION. FURTHER, EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS CONTRACT, SELLER SHALL HAVE NO LIABILITY FOR ANY LATENT, HIDDEN, OR PATENT DEFECT AS TO THE PROPERTY OR THE FAILURE OF THE PROPERTY, OR ANY PART THEREOF, TO COMPLY WITH ANY APPLICABLE LAWS AND REGULATIONS. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS CONTRACT, BUYER ACKNOWLEDGES AND AGREES: (1) THAT THE “PROPERTY INFORMATION” PROVIDED UNDER THIS CONTRACT (AND ANY OTHER INFORMATION BUYER MAY HAVE OBTAINED REGARDING IN ANY WAY ANY OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, ITS OPERATIONS OR ITS FINANCIAL HISTORY OR PROSPECTS FROM SELLER OR ITS AGENTS, EMPLOYEES OR OTHER REPRESENTATIVES) IS DELIVERED TO BUYER AS A COURTESY, WITHOUT REPRESENTATION OR WARRANTY AS TO ITS ACCURACY OR COMPLETENESS, AND NOT AS AN INDUCEMENT TO ACQUIRE THE PROPERTY; (2) THAT NOTHING CONTAINED IN SUCH DELIVERIES SHALL CONSTITUTE OR BE DEEMED TO BE A GUARANTEE, REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, IN ANY REGARD AS TO ANY OF THE PROPERTY (EXCEPT AS EXPRESSLY PROVIDED HEREIN); AND (3) THAT BUYER IS RELYING UPON THE PROVISIONS OF THIS CONTRACT AND ITS OWN INDEPENDENT ASSESSMENT OF THE PROPERTY AND ITS PROSPECTS IN DETERMINING WHETHER TO ACQUIRE THE PROPERTYassignees.

Physical Condition of the Property. a. Seller shall continue to operate (a) Buyer acknowledges that it has examined and maintain inspected, and is satisfied with, the Property in accordance with its past practices. On the Date physical condition of Closing, the Property and all components thereof, including its structural components and equipment, and all building, mechanical, electrical and plumbing systems, shall be in the condition they are in as of the Effective Date, subject only to reasonable wear and tearimprove- ments thereon. Purchaser, its agents, employees and independent contractors, will have the right to inspect the Property at any time prior to Closing to satisfy itself that the Property is being run and operated in accordance with the management practices observed by Seller prior to the date hereof. Immediately prior to Closing, representatives of Purchaser and Seller shall prepare a new inventory of personal property at the Property which shall contain only those changes from the inventory previously delivered as Exhibit G which have been approved by Purchaser; provided that, Seller shall have no obligation to restock any inventory to the extent that Seller has used the same in the ordinary course of business. b. Subject to the express terms and provisions of this Contract and the closing documents to be entered into by the parties pursuant to the terms of this Contract, the Property shall be sold and conveyed in its “as is, where is” condition, with all faults, on the Closing Date, without any representations or warranties whatsoever, express or implied, except as otherwise specifically set forth in this Contract. FURTHER SUBJECT TO THE EXPRESS TERMS AND PROVISIONS OF THIS CONTRACT, BUYER ACKNOWLEDGES AND EXPRESSLY AGREES THAT THE PROPERTY IS TO OR WILL BE TRANSFERRED BY SELLER TO BUYER SOLD “AS IS,” “, WHERE IS, WITH ALL FAULTS,” ”, WITHOUT ANY WARRANTY OR REPRESENTATION, EXPRESS, IMPLIED, OR ARISING BY OPERATION OF LAW, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF CONDITION, HABITABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND SUBSTANTIALLY IN ITS CURRENT CONDITIONSUBJECT TO ORDINARY WEAR AND TEAR OCCURRING AFTER THE DATE HEREOF. BUYER FURTHER ACKNOWLEDGES Buyer acknowledges and agrees that the deed to be executed by Seller will have the following language in it: SALE OF THE PROPERTY IS AND AGREES THATSHALL BE "AS IS" FOR ALL PURPOSES. EXCEPT FOR THE WARRANTY OF TITLE CONTAINED HEREIN NO REPRESENTATIONS BY GRANTORS HAVE BEEN MADE OR SHALL BE MADE AND NO WARRANTIES, EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS CONTRACT, NEITHER SELLER NOR ANY AGENT, EMPLOYEE OR OTHER REPRESENTATIVE OF SELLER (OR PURPORTED AGENT, EMPLOYEE OR OTHER REPRESENTATIVE OF SELLER) HAS MADE (i) ANY GUARANTEE, REPRESENTATION OR WARRANTY, EITHER EXPRESS OR IMPLIED AS TO THE VALUE, USES, HABITABILITY, CONDITION, DESIGN, OPERATION, FINANCIAL CONDITION (INCLUDING NOT EXCLUSIVELY ANY WARRANTY OF FITNESS OR PROSPECTS, OR FITNESS FOR PURPOSE OR USE SUITABILITY OF THE PROPERTY (OR ANY PART THEREOFTHE IMPROVEMENTS THEREON) OR THE PROPERTY INFORMATION, OR (ii) ANY OTHER GUARANTEE, REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO ANY PORTION OF THE PROPERTY (OR ANY PART THEREOF) OR THE PROPERTY INFORMATION. FURTHER, EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS CONTRACT, SELLER SHALL HAVE NO LIABILITY FOR ANY LATENTPARTICULAR USE OR PURPOSE), HIDDENARE GIVEN OR SHALL EXIST. NOT BY WAY OF EXCLUSION, GRANTEE ACKNOWLEDGES THAT GRAN- TORS HAVE MADE AND WILL MAKE NO REPRESENTATIONS OR PATENT DEFECT AS TO WARRANTIES CONCERNING: (I) THE PROPERTY OR THE FAILURE LAND AREA OF THE PROPERTY, (II) THE ACTUAL AREA OR RENTABLE AREA OF THE IMPROVEMENTS ON THE PROPERTY, (III) THE INCOME WHICH MAY BE EXPECTED FROM OPERATING THE IMPROVEMENTS ON THE PROPERTY, (IV) ANY OTHER ASPECT OR CONDITION OF SUCH IMPROVEMENTS OR ANY PART THEREOF, TO COMPLY WITH ANY APPLICABLE LAWS AND REGULATIONS. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS CONTRACT, BUYER ACKNOWLEDGES AND AGREES: (1) THAT THE “PROPERTY INFORMATION” PROVIDED UNDER THIS CONTRACT (AND ANY OTHER INFORMATION BUYER MAY HAVE OBTAINED REGARDING IN ANY WAY ANY SYS- TEMS OR SERVICES OF THE PROPERTY, INCLUDING(V) THE PRESENCE OR ABSENCE ON, WITHOUT LIMITATION, ITS OPERATIONS NEAR OR ITS FINANCIAL HISTORY OR PROSPECTS FROM SELLER OR ITS AGENTS, EMPLOYEES OR OTHER REPRESENTATIVES) IS DELIVERED TO BUYER AS A COURTESY, WITHOUT REPRESENTATION OR WARRANTY AS TO ITS ACCURACY OR COMPLETENESS, AND NOT AS AN INDUCEMENT TO ACQUIRE THE PROPERTY; (2) THAT NOTHING CONTAINED IN SUCH DELIVERIES SHALL CONSTITUTE OR BE DEEMED TO BE A GUARANTEE, REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, IN ANY REGARD AS TO ANY OF ABOUT THE PROPERTY OF ANY GASOLINE STORAGE TANK, ASBESTOS, OR HAZARDOUS OR TOXIC MATERIALS OR SUBSTANCES AS DEFINED BY APPLICABLE FEDERAL, STATE OR LOCAL LAW, REGULATION OR ORDINANCE, OR (EXCEPT AS EXPRESSLY PROVIDED HEREIN); AND (3VI) THE PRESENCE OR ABSENCE ON OR NEAR THE PROPERTY OF ANY FLOOD ZONE. GRANTEE ACKNOWLEDGES THAT BUYER IS RELYING UPON THE PROVISIONS OF THIS CONTRACT AND ITS OWN INDEPENDENT ASSESSMENT PURCHASE OF THE PROPERTY AND THE AMOUNT OF THE SALES PRICE ARE BASED SOLELY ON ITS PROSPECTS IN DETERMINING WHETHER TO ACQUIRE INSPEC- TIONS AND EVALUATIONS OF THE PROPERTYPROPERTY AND NOT UPON ANY REPRESENTATIONS BY GRANTORS, ANY AFFILIATE OF GRANTORS, OR ANYONE ACTING ON BEHALF OF GRANTORS. Buyer further acknowledges that Seller has neither made nor extended to Buyer any representation, warranty or indemnity with regard to the environmental condition of the Property or with regard to its compliance with the Americans with Disabilities Act of 1990, if applicable, and Buyer hereby assumes sole responsibility therefore, indemnifies and agrees to hold Seller, its affiliates, agents, directors, employees and attorneys harmless from and waives any right, action, claim or cause of action it or its successors or assigns may have now or in the future against Seller, its affiliates, agents, directors, employees or attorneys with regard thereto. Sample (b) If the improvements on the Property are damaged after the date hereof but before settlement, Seller may (but will not be obligated to) attempt to repair the improvements and, at Seller’s option, there will be a reasonable extension of the settlement date in which Seller may attempt to complete the repair. If Seller notifies Buyer that Seller does not intend to attempt repair, or if Seller attempts but is not success- ful in effecting repair and so notifies Buyer, within ten (10) days of either such notification Buyer either (i) will terminate this Agreement, in which case Buyer will be entitled to the return of the Deposit and neither party will have any further liability to the other, or (ii) will waive any objection to the damage and any right to reduce the Purchase Price, in which case Seller will convey to Buyer the Property with such damaged improvements as are then thereon and will assign to Buyer all of Seller’s right, title and interest to any insurance proceeds, if any, received or to be received in payment of damage to the improvements (but no other insurance proceeds, such as proceeds from damage to personal property).

Physical Condition of the Property. a. (a) This Contract contains all of the terms of the contract between the parties, and Buyer acknowledges that it has inspected the Property, having made such inquiries and investigations as Buyer has deemed necessary, desirable or appropriate, and that the Seller shall continue to operate has held out no inducements and maintain made no representations other than as may be specifically set forth herein. BUYER ACKNOWLEDGES AND AGREES THAT IT IS PURCHASING THE PROPERTY IN "AS IS" AND "WHERE IS" CONDITION, WITH 00406276 3 ANY AND ALL FAULTS AND DEFECTS, WHETHER LATENT OR PATENT, AND SUBJECT TO ORDINARY WEAR AND TEAR FROM THE DATE HEREOF THROUGH THE CLOSING DATE. BUYER ACKNOWLEDGES THAT IT IS NOT RELYING UPON, AND THAT SELLER IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTEES, PROMISES, BROKER'S "SET-UPS", STATEMENTS, REPRESENTATIONS OR INFORMATION REGARDING THE PROPERTY’S PHYSICAL OR ENVIRONMENTAL CONDITION, INCOME, EXPENSES, OPERATION, USE, COMPLIANCE WITH LAWS, HABITABILITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, EXCEPT AS MAY BE SPECIFICALLY SET FORTH IN THIS CONTRACT. Buyer releases Seller from all responsibility and liability regarding the Property in accordance with its past practices. On the Date condition or utility of Closing, the Property and all components thereofthe personal property except as to Seller’s obligations under this Contract. It is expressly understood and agreed that Seller shall not be obligated to make any alterations, including its structural components and equipment, and all building, mechanical, electrical and plumbing systems, shall be in the condition they are in as of the Effective Date, subject only repairs or improvements to reasonable wear and tear. Purchaser, its agents, employees and independent contractors, will have the right to inspect the Property at any time prior to Closing to satisfy itself that or the Property is being run and operated in accordance with the management practices observed by Seller prior to the date hereof. Immediately prior to Closing, representatives of Purchaser and Seller shall prepare a new inventory of personal property at the Property which shall contain only those changes from the inventory previously delivered except as Exhibit G which have been approved by Purchaser; provided thatmay be specifically set forth in this Contract. (b) Except as set forth herein, Seller shall have no obligation to restock any inventory to the extent Buyer affirms that Seller has used the same in the ordinary course of business. b. Subject to the express terms and provisions of this Contract and the closing documents to be entered into by the parties pursuant to the terms of this Contract, the Property shall be sold and conveyed in its “as is, where is” condition, with all faults, on the Closing Date, without not made nor has Buyer relied upon any representations or warranties whatsoeverrepresentation, express or implied, or promise made by Seller, or any of its employees or agents, or any broker, with respect to the Property or its operation, except as otherwise specifically set forth in this Contract. FURTHER SUBJECT TO THE EXPRESS TERMS AND PROVISIONS OF THIS CONTRACTBuyer agrees that any and all financial information, BUYER ACKNOWLEDGES AND AGREES THAT THE PROPERTY IS TO BE TRANSFERRED BY SELLER TO BUYER “AS IS,” “WITH ALL FAULTS,” AND SUBSTANTIALLY IN ITS CURRENT CONDITIONleasing information, or feasibility or marketing reports, or other information of any type with respect to the Property which Buyer has received or may receive from Seller, or any of its employees or agents of any broker, was furnished on the express condition that Buyer make an independent verification of the accuracy of any and all such information, all such information being furnished without any warranty whatsoever, except as specifically set forth in this Contract. BUYER FURTHER ACKNOWLEDGES AND AGREES THAT▇▇▇▇▇ agrees that Buyer shall not assert any liability against Seller and/or its agents and/or its employees, EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS CONTRACT, NEITHER SELLER NOR ANY AGENT, EMPLOYEE OR OTHER REPRESENTATIVE OF SELLER (OR PURPORTED AGENT, EMPLOYEE OR OTHER REPRESENTATIVE OF SELLER) HAS MADE (i) ANY GUARANTEE, REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED AS TO THE VALUE, USES, HABITABILITY, CONDITION, DESIGN, OPERATION, FINANCIAL CONDITION OR PROSPECTS, OR FITNESS FOR PURPOSE OR USE OF THE PROPERTY (OR ANY PART THEREOF) OR THE PROPERTY INFORMATION, OR (ii) ANY OTHER GUARANTEE, REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO ANY PORTION OF THE PROPERTY (OR ANY PART THEREOF) OR THE PROPERTY INFORMATION. FURTHER, EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS CONTRACT, SELLER SHALL HAVE NO LIABILITY FOR ANY LATENT, HIDDEN, OR PATENT DEFECT AS TO THE PROPERTY OR THE FAILURE OF THE PROPERTY, OR ANY PART THEREOF, TO COMPLY WITH ANY APPLICABLE LAWS AND REGULATIONS. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS CONTRACT, BUYER ACKNOWLEDGES AND AGREES: (1) THAT THE “PROPERTY INFORMATION” PROVIDED UNDER THIS CONTRACT (AND ANY OTHER INFORMATION BUYER MAY HAVE OBTAINED REGARDING IN ANY WAY ANY OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, ITS OPERATIONS OR ITS FINANCIAL HISTORY OR PROSPECTS FROM SELLER OR ITS AGENTS, EMPLOYEES OR OTHER REPRESENTATIVES) IS DELIVERED TO BUYER AS A COURTESY, WITHOUT REPRESENTATION OR WARRANTY AS TO ITS ACCURACY OR COMPLETENESS, AND NOT AS AN INDUCEMENT TO ACQUIRE THE PROPERTY; (2) THAT NOTHING CONTAINED IN SUCH DELIVERIES SHALL CONSTITUTE OR BE DEEMED TO BE A GUARANTEE, REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, IN ANY REGARD AS TO ANY OF THE PROPERTY (EXCEPT AS EXPRESSLY PROVIDED HEREIN); AND (3) THAT BUYER IS RELYING UPON THE PROVISIONS OF THIS CONTRACT AND ITS OWN INDEPENDENT ASSESSMENT OF THE PROPERTY AND ITS PROSPECTS IN DETERMINING WHETHER TO ACQUIRE THE PROPERTYfor furnishing such information.

Physical Condition of the Property. a. Seller shall continue to operate Purchaser acknowledges that it has examined and maintain inspected and is satisfied with the Property in accordance with its past practices. On the Date physical condition of Closing, the Property and all components thereof, including its structural components the improvements thereon and equipment, and all building, mechanical, electrical and plumbing systems, shall be agrees to accept them in substantially the same physical condition they are in as of the Effective Date, subject only to reasonable wear and tear. Purchaser, its agents, employees and independent contractors, will have the right to inspect the Property at any time prior to Closing to satisfy itself that the Property is being run and operated in accordance with the management practices observed by Seller prior to the date hereof. Immediately prior to Closing, representatives of Purchaser and Seller shall prepare a new inventory of personal property at the Property which shall contain only those changes from the inventory previously delivered as Exhibit G which have been approved by Purchaser; provided that, Seller shall have no obligation to restock any inventory to the extent that Seller has used the same in the ordinary course of business. b. Subject to the express terms and provisions time of this Contract and the closing documents to be entered into by the parties pursuant to the terms of this Contract, the Property shall be sold and conveyed in its “as is, where is” condition, with all faults, on the Closing Date, without any representations or warranties whatsoever, express or implied, except as otherwise specifically set forth in this Contractagreement. FURTHER SUBJECT TO THE EXPRESS TERMS AND PROVISIONS OF THIS CONTRACT, BUYER ACKNOWLEDGES AND PURCHASER EXPRESSLY AGREES THAT THE PROPERTY IS TO OR WILL BE TRANSFERRED BY SELLER TO BUYER “SOLD "AS IS,” “, WHERE IS, WITH ALL FAULTS,” ", WITHOUT ANY WARRANTY OR REPRESENTATION, EXPRESS, IMPLIED, OR ARISING BY OPERATION OF LAW, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF CONDITION, HABITABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND SUBSTANTIALLY IN ITS CURRENT CONDITIONSUBJECT TO ORDINARY WEAR AND TEAR OCCURRING AFTER THE DATE HEREOF. BUYER FURTHER ACKNOWLEDGES AND AGREES THATPurchaser further acknowledges that neither Seller nor Auction Firm have made or extended to Purchaser any representation, EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS CONTRACTwarranty or indemnity with regard to the environmental condition of the Property or with regard to its compliance with the Americans with Disabilities Act of 1990, NEITHER SELLER NOR ANY AGENTif applicable , EMPLOYEE OR OTHER REPRESENTATIVE OF SELLER and Purchaser hereby assumes sole responsibility therefor, indemnifies and agrees to hold Seller and Auction Firm, and each of their affiliates, agents, directors, employees and attorneys harmless from and waives any right, action, claim or cause of action it or its successors or assigns may have now or in the future against Seller and Auction Firm, and each of their affiliates, agents, directors, employees or attorneys with regard thereto. If the improvements on the Property are damaged after the date hereof but before settlement, Seller may (OR PURPORTED AGENTbut shall not be obligated to) attempt to repair the improvements and, EMPLOYEE OR OTHER REPRESENTATIVE OF SELLERat Seller’s sole option, there shall be a reasonable extension of the settlement date in which Seller may attempt to complete the repair. If Seller notifies Purchaser that Seller does not intend to attempt repair, or if Seller attempts but is not successful in effecting repair and so notifies Purchaser, within ten (10) HAS MADE days of either such notification Purchaser shall either (i) ANY GUARANTEEterminate this Agreement, REPRESENTATION OR WARRANTYin which case Purchaser shall be entitled to the return of the Deposit (less any accrued interest) and neither party shall have any further liability to the other, EXPRESS OR IMPLIED AS TO THE VALUE, USES, HABITABILITY, CONDITION, DESIGN, OPERATION, FINANCIAL CONDITION OR PROSPECTS, OR FITNESS FOR PURPOSE OR USE OF THE PROPERTY (OR ANY PART THEREOF) OR THE PROPERTY INFORMATION, OR or (ii) ANY OTHER GUARANTEEwaive any objection to the damage and any right to reduce the Purchase Price, REPRESENTATION OR WARRANTY WHATSOEVERin which case Seller shall convey to Purchaser the Property with such damaged improvements as are then thereon and shall assign to Purchaser all of Seller's right, EXPRESS OR IMPLIEDtitle and interest to any insurance proceeds, WITH RESPECT TO ANY PORTION OF THE PROPERTY if any, received or to be received in payment of damage to the improvements (OR ANY PART THEREOF) OR THE PROPERTY INFORMATION. FURTHERbut no other insurance proceeds, EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS CONTRACT, SELLER SHALL HAVE NO LIABILITY FOR ANY LATENT, HIDDEN, OR PATENT DEFECT AS TO THE PROPERTY OR THE FAILURE OF THE PROPERTY, OR ANY PART THEREOF, TO COMPLY WITH ANY APPLICABLE LAWS AND REGULATIONS. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS CONTRACT, BUYER ACKNOWLEDGES AND AGREES: (1) THAT THE “PROPERTY INFORMATION” PROVIDED UNDER THIS CONTRACT (AND ANY OTHER INFORMATION BUYER MAY HAVE OBTAINED REGARDING IN ANY WAY ANY OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, ITS OPERATIONS OR ITS FINANCIAL HISTORY OR PROSPECTS FROM SELLER OR ITS AGENTS, EMPLOYEES OR OTHER REPRESENTATIVES) IS DELIVERED TO BUYER AS A COURTESY, WITHOUT REPRESENTATION OR WARRANTY AS TO ITS ACCURACY OR COMPLETENESS, AND NOT AS AN INDUCEMENT TO ACQUIRE THE PROPERTY; (2) THAT NOTHING CONTAINED IN SUCH DELIVERIES SHALL CONSTITUTE OR BE DEEMED TO BE A GUARANTEE, REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, IN ANY REGARD AS TO ANY OF THE PROPERTY (EXCEPT AS EXPRESSLY PROVIDED HEREINsuch as proceeds from damage to personal property); AND (3) THAT BUYER IS RELYING UPON THE PROVISIONS OF THIS CONTRACT AND ITS OWN INDEPENDENT ASSESSMENT OF THE PROPERTY AND ITS PROSPECTS IN DETERMINING WHETHER TO ACQUIRE THE PROPERTY.

Physical Condition of the Property. a. (a) This Contract contains all of the terms of the contract between the parties, and ▇▇▇▇▇ acknowledges that it has inspected the Property, having made such inquiries and investigations as Buyer has deemed necessary, desirable or appropriate, and that the Seller shall continue to operate has held out no inducements and maintain made no representations other than as may be specifically set forth herein. BUYER ACKNOWLEDGES AND AGREES THAT IT IS PURCHASING THE PROPERTY IN "AS IS" AND "WHERE IS" CONDITION, WITH ANY AND ALL FAULTS AND DEFECTS, WHETHER LATENT OR PATENT, AND SUBJECT TO ORDINARY WEAR AND TEAR FROM THE DATE HEREOF THROUGH THE CLOSING DATE. BUYER ACKNOWLEDGES THAT IT IS NOT RELYING UPON, AND THAT SELLER IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTEES, PROMISES, BROKER'S "SET-UPS", STATEMENTS, REPRESENTATIONS OR INFORMATION REGARDING THE PROPERTY’S PHYSICAL OR ENVIRONMENTAL CONDITION, INCOME, EXPENSES, OPERATION, USE, COMPLIANCE WITH LAWS, HABITABILITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, EXCEPT AS MAY BE SPECIFICALLY SET FORTH IN THIS CONTRACT. Buyer releases Seller from all responsibility and liability regarding the Property in accordance with its past practices. On the Date condition or utility of Closing, the Property and all components thereofthe personal property except as to Seller’s obligations under this Contract. It is expressly understood and agreed that Seller shall not be obligated to make any alterations, including its structural components and equipment, and all building, mechanical, electrical and plumbing systems, shall be in the condition they are in as of the Effective Date, subject only repairs or improvements to reasonable wear and tear. Purchaser, its agents, employees and independent contractors, will have the right to inspect the Property at any time prior to Closing to satisfy itself that or the Property is being run and operated in accordance with the management practices observed by Seller prior to the date hereof. Immediately prior to Closing, representatives of Purchaser and Seller shall prepare a new inventory of personal property at the Property which shall contain only those changes from the inventory previously delivered except as Exhibit G which have been approved by Purchaser; provided thatmay be specifically set forth in this Contract. (b) Except as set forth herein, Seller shall have no obligation to restock any inventory to the extent Buyer affirms that Seller has used the same in the ordinary course of business. b. Subject to the express terms and provisions of this Contract and the closing documents to be entered into by the parties pursuant to the terms of this Contract, the Property shall be sold and conveyed in its “as is, where is” condition, with all faults, on the Closing Date, without not made nor has Buyer relied upon any representations or warranties whatsoeverrepresentation, express or implied, or promise made by Seller, or any of its employees or agents, or any broker, with respect to the Property or its operation, except as otherwise specifically set forth in this Contract. FURTHER SUBJECT TO THE EXPRESS TERMS AND PROVISIONS OF THIS CONTRACTBuyer agrees that any and all financial information, BUYER ACKNOWLEDGES AND AGREES THAT THE PROPERTY IS TO BE TRANSFERRED BY SELLER TO BUYER “AS IS,” “WITH ALL FAULTS,” AND SUBSTANTIALLY IN ITS CURRENT CONDITIONleasing information, or feasibility or marketing reports, or other information of any type with respect to the Property which Buyer has received or may receive from Seller, or any of its employees or agents of any broker, was furnished on the express condition that Buyer make an independent verification of the accuracy of any and all such information, all such information being furnished without any warranty whatsoever, except as specifically set forth in this Contract. BUYER FURTHER ACKNOWLEDGES AND AGREES THAT▇▇▇▇▇ agrees that Buyer shall not assert any liability against Seller and/or its agents and/or its employees, EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS CONTRACT, NEITHER SELLER NOR ANY AGENT, EMPLOYEE OR OTHER REPRESENTATIVE OF SELLER (OR PURPORTED AGENT, EMPLOYEE OR OTHER REPRESENTATIVE OF SELLER) HAS MADE (i) ANY GUARANTEE, REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED AS TO THE VALUE, USES, HABITABILITY, CONDITION, DESIGN, OPERATION, FINANCIAL CONDITION OR PROSPECTS, OR FITNESS FOR PURPOSE OR USE OF THE PROPERTY (OR ANY PART THEREOF) OR THE PROPERTY INFORMATION, OR (ii) ANY OTHER GUARANTEE, REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO ANY PORTION OF THE PROPERTY (OR ANY PART THEREOF) OR THE PROPERTY INFORMATION. FURTHER, EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS CONTRACT, SELLER SHALL HAVE NO LIABILITY FOR ANY LATENT, HIDDEN, OR PATENT DEFECT AS TO THE PROPERTY OR THE FAILURE OF THE PROPERTY, OR ANY PART THEREOF, TO COMPLY WITH ANY APPLICABLE LAWS AND REGULATIONS. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS CONTRACT, BUYER ACKNOWLEDGES AND AGREES: (1) THAT THE “PROPERTY INFORMATION” PROVIDED UNDER THIS CONTRACT (AND ANY OTHER INFORMATION BUYER MAY HAVE OBTAINED REGARDING IN ANY WAY ANY OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, ITS OPERATIONS OR ITS FINANCIAL HISTORY OR PROSPECTS FROM SELLER OR ITS AGENTS, EMPLOYEES OR OTHER REPRESENTATIVES) IS DELIVERED TO BUYER AS A COURTESY, WITHOUT REPRESENTATION OR WARRANTY AS TO ITS ACCURACY OR COMPLETENESS, AND NOT AS AN INDUCEMENT TO ACQUIRE THE PROPERTY; (2) THAT NOTHING CONTAINED IN SUCH DELIVERIES SHALL CONSTITUTE OR BE DEEMED TO BE A GUARANTEE, REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, IN ANY REGARD AS TO ANY OF THE PROPERTY (EXCEPT AS EXPRESSLY PROVIDED HEREIN); AND (3) THAT BUYER IS RELYING UPON THE PROVISIONS OF THIS CONTRACT AND ITS OWN INDEPENDENT ASSESSMENT OF THE PROPERTY AND ITS PROSPECTS IN DETERMINING WHETHER TO ACQUIRE THE PROPERTYfor furnishing such information.