Common use of AS-IS Clause in Contracts

AS-IS. Buyer or its Representatives to the extent they so desire shall have examined and inspected the Property and the Purchased Assets prior to the execution of this Agreement, and subject to the provisions of Article IV, Article VII or this Article X, Buyer agrees to accept the Property and the Purchased Assets in an “AS IS, WHERE IS” condition as of the Closing. Buyer agrees that, except as provided in Article IV, Buyer is not relying upon any representations, statements or warranties (oral or written, implied or express) of any officer, employee, agent or Representative of Seller or its Affiliates, or any salesperson or broker (if any) involved in this transaction as to the Property or the Purchased Assets, including: (a) any representation, statements or warranties as to the physical condition of the Property or Purchased Assets; (b) the fitness and/or suitability of the Property and Purchased Assets for use as a resort, hotel and/or casino; (c) the financial performance of the Property or Purchased Assets; (d) the compliance of the Property or Purchased Assets with applicable building, zoning, subdivision, environmental or land use Laws, codes, ordinances, rules or regulations; (e) the state of repair of the Property or Purchased Assets; (f) the value of the Property or Purchased Assets; (g) the manner or quality of construction of the Property or Purchased Assets; (h) the income derived or to be derived from the Property and Purchased Assets; or (i) the fact that the Property and Purchased Assets may be located in flood zones, on earthquake faults or in seismic hazardous zones. Seller and its Affiliates make no representations or warranties as to merchantability or fitness for any particular purpose and no implied representations or warranties and disclaim all such representations and warranties. Without limiting the foregoing, and except as expressly set forth in Article IV, Seller and its Affiliates disclaim any warranty of title or non-infringement and any warranty arising by industry custom or course of dealing. Without limiting the generality of the foregoing, Buyer and its Affiliates acknowledge that neither Seller nor any of its Affiliates or their respective Representatives has made any representation or warranty with respect to any projections, forecasts or forward-looking statements made or made available to the Buyer or any of its Affiliates or their respective Representatives. Buyer and its Affiliates acknowledge that, in entering into this Agreement, they have relied solely on their own investigation of the Property and Purchased Assets and the representations and warranties expressly set forth in Article IV, subject to the limitations and restrictions specified herein. Subject to the second sentence of this Section 10.1 and Article IX, Buyer, for itself and its successors and assigns, waives any right to assert any claim against Seller or its Affiliates at Law or in equity, relating to any matter described in clauses (a) through (i) of this Section 10.1, or otherwise disclaimed in this Section 10.1, whether latent or patent, disclosed or undisclosed, known or unknown, in contract or tort, now existing or hereafter arising.

AS-IS. 3.4.1 Buyer represents that it is a sophisticated real estate investor and owner of real property and will conduct its own due diligence and investigations regarding the Property and Buyer’s intended uses thereof as provided for in this Agreement. Buyer further represents and acknowledges that this Agreement provides Buyer with sufficient time and opportunity to complete the Physical Inspections and Other Investigations of the Property, to review the Property Materials and to conduct any related due diligence of the Property which Buyer or its Representatives consultants or agents deem necessary and appropriate for Buyer to fully and completely evaluate the extent they so desire shall have examined physical, environmental and inspected economic condition of the Property and the Purchased Assets prior to Property's suitability for Buyer’s intended use. Buyer is purchasing the execution Property solely in reliance upon Buyer’s own due diligence and investigation of this Agreementthe Property, including the Physical Inspections and Other Investigations of the Property, and subject to the provisions of Article IVfully and completely represents, Article VII or this Article Xacknowledges, Buyer agrees to accept the Property understands and the Purchased Assets in an “AS IS, WHERE IS” condition as of the Closing. Buyer agrees that, except as provided for Seller representations and warranties expressly set forth in Article IVSection 3.1 of this Agreement, Buyer is not relying upon any representations, warranties or statements of any kind or warranties (nature whatsoever, whether oral or written, implied express or express) implied, that Seller, any direct or indirect constituent partner, member or shareholder of Seller, or any officer, director, shareholder, employee, agent agent, representative, broker, servant, successor, assign, affiliate or Representative subsidiary of any of them, or any other person or entity acting on behalf of Seller or its Affiliatesany such other party for whom Seller or such other party may be held legally responsible (collectively, the "Released Parties"), {00847420.10 46276-000125 } F:\71018.005\Purchase Agreement\Purchase Agreement – Xxxxxx Village v8.doc may have made with respect to the following (collectively, the "Condition and Suitability of the Property"): 1) the contents, accuracy and completeness of the Property Materials, 2) any matters which were disclosed by or should have been disclosed by the Physical Inspections and Other Investigations of the Property, 3) the financial performance or the economic prospects of the Property, 4) the applicability or amount of any taxes upon or assessments against the Property, 5) the merchantability or habitability of the Property, the fitness of the Property or any portion thereof for any particular purpose or the suitability of the Property for Buyer’s intended use, 6) the environmental condition of the Property (including, without limitation, any contamination in, on, under or adjacent to the Property by any solid, hazardous or toxic substance, material or waste, including lead paint, asbestos and toxic or other mold and mildew), 7) the physical condition or quality of the Property, including without limitation the plumbing, sewer, HVAC, electrical, mechanical and similar operating systems, or the functionality, location and accessibility thereof, the adequacy of the roofs, foundations, structural integrity or earthquake preparedness of the Property, the quality of construction and sufficiency of undershoring, or any salesperson soils, subsurface, subsidence, drainage, seismic, geologic and hydrologic matters, 8) the size or broker (if any) involved in this transaction as to dimensions of the Property or the Purchased Assetsaccuracy of any floor plans, including: (asquare footage estimates, drawings, renderings or lease abstracts, 9) any representationwhether the appliances, statements plumbing or warranties as electrical systems are in working order, 10) the Property’s or Seller’s compliance with applicable statutes, laws, codes, ordinances, regulations or requirements relating to the physical condition of the Property or Purchased Assets; (b) the fitness and/or suitability of the Property and Purchased Assets for use as a resortuse, hotel and/or casino; (c) the financial performance of the Property or Purchased Assets; (d) the compliance of the Property or Purchased Assets with applicable buildingoperation, leasing, zoning, subdivision, planning, building, fire, safety, health or environmental matters (including but not limited to the ADA, OSHA, the Subdivision Map Act, the Toxic Substances Control Act, the Comprehensive Environmental Response, Compensation and Liability Act, the Clean Water Act, the Resource Conservation and Recovery Act and any other similar federal, state or land local laws), 11) compliance with any applicable covenants, conditions or restrictions (whether or not of record), 12) access to the Property and the right to use Lawsadjoining property or rights of way, codes, ordinances, rules or regulations; (e13) the state possibility of repair conversion of the Property to condominiums or Purchased Assets; (f) the value of the Property or Purchased Assets; (g) the manner or quality of construction of the Property or Purchased Assets; (h) the income derived or Buyer's ability to be derived from the Property and Purchased Assets; or (i) the fact that the Property and Purchased Assets may be located obtain any required governmental approvals in flood zones, on earthquake faults or in seismic hazardous zones. Seller and its Affiliates make no representations or warranties as to merchantability or fitness for any particular purpose and no implied representations or warranties and disclaim all such representations and warranties. Without limiting the foregoingconnection therewith, and except as expressly set forth in Article IV, Seller and its Affiliates disclaim 14) any warranty of title other matter affecting or non-infringement and any warranty arising by industry custom or course of dealing. Without limiting the generality of the foregoing, Buyer and its Affiliates acknowledge that neither Seller nor any of its Affiliates or their respective Representatives has made any representation or warranty with respect to any projections, forecasts or forward-looking statements made or made available relating to the Buyer Property, including but not limited to those matters relating to the use, operation, condition, title, occupation or any of its Affiliates or their respective Representatives. Buyer and its Affiliates acknowledge that, in entering into this Agreement, they have relied solely on their own investigation management of the Property and Purchased Assets Buyer’s ability to obtain any required governmental approvals in connection therewith. Buyer further represents and acknowledges and agrees that the period from the Effective Date until the Title Review Deadline provides Buyer with sufficient time and opportunity to complete its review of the State of Title to the Property, and that, except for Seller representations and warranties expressly set forth in Article IVSection 3.1 hereof, subject to Seller makes no representation or warranty of any kind or nature whatsoever, either express or implied, regarding the limitations accuracy or completeness of the Property Materials, the Title Report or the Survey. Buyer further acknowledges and restrictions specified hereinagrees that the Property shall be conveyed by Seller and accepted by Buyer on and as of the Closing Date "AS IS, WHERE IS, WITH ALL FAULTS", without any representation or warranty of any kind or nature whatsoever, either express or implied, except as expressly set forth in Section 3.1 hereof, and with no right of setoff or reduction in the Purchase Price. Subject to Buyer hereby assumes the second sentence of this Section 10.1 risk that adverse physical and Article IXenvironmental conditions may not have been revealed by the Property Materials, Buyer, for itself ’s Physical Inspections and its successors Other Investigations of the Property and assigns, waives any right to assert any claim against Seller or its Affiliates at Law or in equity, relating to any matter described in clauses (a) through (i) other due diligence investigations of this Section 10.1, or otherwise disclaimed in this Section 10.1, whether latent or patent, disclosed or undisclosed, known or unknown, in contract or tort, now existing or hereafter arisingBuyer.

AS-IS. Buyer or its Representatives to the extent they it so desire desires shall have examined and inspected the Property and the Purchased Assets prior to the execution of this Agreement, and subject to the provisions of Article IV, Article VII or this Article Xand Article 4, Buyer agrees to accept the Property and the Purchased Assets in an “AS IS, WHERE IS” condition as of the Closing, except as provided in Article 4 hereof. Buyer agrees that, except as provided in Article IV4 hereof, Buyer is not relying upon any representations, statements statements, or warranties (oral or written, implied or express) of any officer, employee, agent or Representative of Seller or its AffiliatesSeller, or any salesperson or broker (if any) involved in this transaction as to the Property or the Purchased Assets, including, but not limited to: (a) any representation, statements or warranties as to the physical condition of the Property or 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 Property and Purchased Assets for use as a resort, hotel and/or casino; (c) the financial performance of the Property or Purchased Assets; (d) the compliance of the Property or Purchased Assets with applicable building, zoning, subdivision, environmental environmental, or land use Laws, codes, ordinances, rules or regulations; (e) the state of repair of the Property or Purchased Assets; (f) the value of the Property or Purchased Assets; (g) the manner or quality of construction of the Property or Purchased Assets; (h) the income derived or to be derived from the Property and Purchased Assets; or (i) the fact that the Property and Purchased Assets may be located in flood hurricane zones, on earthquake faults or in seismic hazardous zones. Seller and its Affiliates make no representations or warranties as to merchantability or fitness for any particular purpose and no implied representations or warranties and disclaim all such representations and warranties. Without limiting the foregoing, and except as expressly set forth in Article IV, Seller and its Affiliates disclaim any warranty of title or non-infringement and any warranty arising by industry custom or course of dealing. Without limiting the generality of the foregoing, Buyer and its Affiliates acknowledge that neither Seller nor any of its Affiliates or their respective Representatives has made any representation or warranty with respect to any projections, forecasts or forward-looking statements made or made available to the Buyer or any of its Affiliates or their respective Representatives. Buyer and its Affiliates acknowledge that, in entering into this Agreement, they have relied solely on their own investigation of the Property and Purchased Assets and the representations and warranties expressly set forth in Article IV, subject to the limitations and restrictions specified herein. Subject to the second sentence of this Section 10.1 and Article IXforegoing sentence, Buyer, for itself and its successors and assigns, waives any right to assert any claim against Seller or its Affiliates Seller, at Law or in equity, relating to any matter described in clauses (a) through (i) of this Section 10.1, or otherwise disclaimed in this Section 10.1such matter, whether latent or patent, disclosed or undisclosed, known or unknown, in contract or tort, now existing or hereafter arising.

AS-IS. Buyer or its Representatives to the extent they it so desire desires shall have examined and inspected the Property and the Purchased Assets prior to the execution of this Agreement, and subject to the provisions of Article IV, Article VII or this Article XXI, Buyer agrees to accept the Property and the Purchased Assets in an “AS IS, WHERE IS” condition as of the Closing. Buyer agrees that, except as provided in Article IVV hereof, Buyer is not relying upon any representations, statements statements, or warranties (oral or written, implied or express) of any officer, employee, agent or Representative of Seller or its AffiliatesSeller, or any salesperson or broker (if any) involved in this transaction as to the Property or the Purchased Assets, including, but not limited to: (a) any representation, statements or warranties as to the physical condition of the Property or Purchased Assets; , (b) the fitness and/or suitability of the Property and Purchased Assets for use as a resort, hotel and/or casino; (c) the financial performance of the Property or Purchased Assets; (d) the compliance of the Property or Purchased Assets with applicable building, zoning, subdivision, environmental environmental, or land use Laws, codes, ordinances, rules or regulations; (e) the state of repair of the Property or Purchased Assets; (f) the value of the Property or Purchased Assets; (g) the manner or quality of construction of the Property or Purchased Assets; (h) the income derived or to be derived from the Property and Purchased Assets; or (i) the fact that the Property and Purchased Assets may be located in flood hurricane zones, on earthquake faults or in seismic hazardous zones. Seller and its Affiliates make no representations or warranties as to merchantability or fitness for any particular purpose and no implied representations or warranties and disclaim all such representations and warranties. Without limiting the foregoing, and except as expressly set forth in Article IV, Seller and its Affiliates disclaim any warranty of title or non-infringement and any warranty arising by industry custom or course of dealing. Without limiting the generality of the foregoing, Buyer and its Affiliates acknowledge that neither Seller nor any of its Affiliates or their respective Representatives has made any representation or warranty with respect to any projections, forecasts or forward-looking statements made or made available to the Buyer or any of its Affiliates or their respective Representatives. Buyer and its Affiliates acknowledge that, in entering into this Agreement, they have relied solely on their own investigation of the Property and Purchased Assets and the representations and warranties expressly set forth in Article IV, subject to the limitations and restrictions specified herein. Subject to the second sentence of this Section 10.1 and Article IXforegoing sentence, Buyer, for itself and its successors and assigns, waives any right to assert any claim against Seller or its Affiliates Seller, at Law or in equity, relating to any matter described in clauses (a) through (i) of this Section 10.1, or otherwise disclaimed in this Section 10.1such matter, whether latent or patent, disclosed or undisclosed, known or unknown, in contract or tort, now existing or hereafter arising.

AS-IS. Buyer or its Representatives to the extent they so desire shall have examined and inspected the Property and the Purchased Assets prior to the execution of this Agreement, Except for and subject to Seller’s Express Representations and Seller’s performance of its obligations under this Contract and the provisions of Article IVLot Development Agreement, Article VII or this Article XPurchaser acknowledges and agrees that it is purchasing the Property based on its own inspection and examination thereof, Buyer agrees and Seller shall sell and convey to Purchaser and Purchaser shall accept the Property and the Purchased Assets in property on an “AS IS, WHERE IS, WITH ALL FAULTS, LIABILITIES, AND DEFECTS, LATENT OR OTHERWISE, KNOWN OR UNKNOWN” basis in an “AS IS” physical condition as and in an “AS IS” state of repair (subject in all events to Seller’s Express Representations including but not limited to the ClosingFinished Lot Improvements obligation set forth in Section 5(c)(ii) hereof). Buyer agrees thatExcept for and subject to Seller’s Express Representations, except as provided in Article IVto the extent not prohibited by law the Purchaser hereby waives, Buyer is not relying upon and Seller disclaims all warranties of any representationstype or kind whatsoever with respect to the Property, statements whether express or warranties (implied, direct or indirect, oral or written, implied or express) including, by way of any officerdescription, employeebut not limitation, agent or Representative those of Seller or its Affiliateshabitability, or any salesperson or broker (if any) involved in this transaction as to the Property or the Purchased Assets, including: (a) any representation, statements or warranties as to the physical condition of the Property or Purchased Assets; (b) the fitness and/or suitability of the Property and Purchased Assets for use as a resort, hotel and/or casino; (c) the financial performance of the Property or Purchased Assets; (d) the compliance of the Property or Purchased Assets with applicable building, zoning, subdivision, environmental or land use Laws, codes, ordinances, rules or regulations; (e) the state of repair of the Property or Purchased Assets; (f) the value of the Property or Purchased Assets; (g) the manner or quality of construction of the Property or Purchased Assets; (h) the income derived or to be derived from the Property and Purchased Assets; or (i) the fact that the Property and Purchased Assets may be located in flood zones, on earthquake faults or in seismic hazardous zones. Seller and its Affiliates make no representations or warranties as to merchantability or fitness for any a particular purpose and no implied representations or warranties and disclaim all such representations and warranties. Without limiting the foregoingpurpose, and except as expressly set forth in Article IV, Seller and its Affiliates disclaim any warranty of title or non-infringement and any warranty arising by industry custom or course of dealinguse. Without limiting the generality of the foregoing, Buyer and its Affiliates acknowledge that neither Seller nor any of its Affiliates or their respective Representatives has made any representation or warranty with respect to any projections, forecasts or forward-looking statements made or made available to the Buyer or any of its Affiliates or their respective Representatives. Buyer and its Affiliates acknowledge Purchaser expressly acknowledges that, in entering into this Agreementexcept for and subject to Seller’s Express Representations, they have relied solely on their own investigation Seller makes no other or additional representations or warranties concerning, and hereby expressly disclaims any representations or warranties concerning the following: (i) The value, nature, quality or condition of the Property; (ii) Any restrictions related to development of the Property; (iii) The applicability of any governmental requirements; (iv) The suitability of the Property and Purchased Assets and for any purpose whatsoever; (v) The presence in, on, under or about the representations and warranties expressly set forth Property of any Hazardous Material or any other condition of the Property which is actionable under any Environmental Law (as such terms are defined in Article IV, subject to the limitations and restrictions specified herein. Subject to the second sentence of this Section 10.1 and Article IX10; (vi) Compliance of the Property or any operation thereon with the laws, Buyerrules, for itself and its successors and assignsregulations or ordinances of any applicable governmental body; or (vii) The presence or absence of, waives or the potential adverse health, economic or other effects arising from, any right to assert magnetic, electrical or electromagnetic fields or other conditions caused by or emanating from any claim against Seller power lines, telephone lines, cables or its Affiliates at Law other facilities, or any related devices or appurtenances, upon or in equitythe vicinity of the Property. EXCEPT FOR REPRESENTATIONS, relating WARRANTIES AND COVENANTS OF SELLER AS ARE EXPRESSLY SET FORTH IN THIS CONTRACT OR OTHERWISE PROVIDED IN THIS CONTRACT AND/OR EXPRESSLY SET FORTH IN THE CLOSING DOCUMENTS, SELLER SHALL NOT BE LIABLE TO PURCHASER FOR ANY CONSTRUCTION DEFECT, ERRORS, OMISSIONS, OR ON ACCOUNT OF SOILS CONDITIONS OR ANY OTHER CONDITION AFFECTING THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, THOSE MATTERS DESCRIBED ABOVE AND PURCHASER AND ANYONE CLAIMING BY, THROUGH OR UNDER PURCHASER, HEREBY FULLY RELEASES SELLER, ITS PARTNERS, EMPLOYEES, OFFICERS, DIRECTORS, REPRESENTATIVES, ATTORNEYS AND AGENTS (BUT NOT INCLUDING ANY THIRD PARTY PROFESSIONAL SERVICE PROVIDERS [E.G., ENGINEERS, ETC.], CONTRACTORS OR SIMILAR FIRMS OR PERSONS) FROM ANY AND ALL CLAIMS AGAINST ANY OF THEM FOR ANY COST, LOSS, LIABILITY, DAMAGE, EXPENSE, DEMAND, ACTION OR CAUSE OF ACTION (INCLUDING, WITHOUT LIMITATION, ANY RIGHTS OF CONTRIBUTION) ARISING FROM OR RELATED TO ANY CONSTRUCTION DEFECTS, ERRORS, OMISSIONS, OR OTHER CONDITIONS AFFECTING THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, THOSE MATTERS DESCRIBED ABOVE. The foregoing release and waiver shall not apply to any matter described in clauses (a) through cost, loss, liability, damage, expense, demand, action or cause of action arising from or related to (i) fraud or other intentional misconduct or the gross negligence of this Section 10.1any Seller Party or (ii) any claims against contractors or subcontractors for construction defects in the Finished Lot Improvements; provided, or otherwise disclaimed in this Section 10.1however, whether latent or patent, disclosed or undisclosed, known or unknown, in contract or tort, now existing or hereafter arisingthat Purchaser shall look first to such contractors and/or subcontractors conducting such work.

AS-IS. Buyer acknowledges that it is familiar with the Property and has had, or will have prior to the Due Diligence Date, the opportunity, directly or through its Representatives to inspect the Property 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 V hereof. Buyer or its Representatives shall have, or will prior to the extent they so desire shall have Due Diligence Date, examined and inspected the Property and the Purchased Assets prior to the execution of this AgreementProperty, and subject to Seller’s representations, warranties and covenants expressly set forth herein or any certificate, instrument or agreement delivered pursuant hereto and subject to the provisions of Article IV, Article VII or this Article Xconditions set forth herein, Buyer agrees to accept the Property and the Purchased Assets in an “AS IS, WHERE IS” condition as of the Closing. Buyer agrees that, except as provided in Article IVthis Agreement or any certificate, instrument or agreement delivered pursuant to this Agreement, Buyer is not relying upon any representations, statements statements, or warranties (oral or written, implied or express) of any officer, employee, agent or Representative of Seller or its AffiliatesSeller, or any salesperson or broker (if any) involved in this transaction as to the Property or the Purchased AssetsProperty, including, but not limited to: (a) any representation, statements or warranties as to the physical condition of the Property or Purchased Assets; Property, (b) the fitness and/or suitability of the Property and Purchased Assets for use as a resorthotel and casino, hotel and/or casino; (c) the financial performance of the Property or Purchased Assets; Property, (d) the compliance of the Property or Purchased Assets with applicable building, zoning, subdivision, environmental environmental, or land use Laws, codes, ordinances, rules or regulations; , (e) the state of repair of the Property or Purchased Assets; Property, (f) the value of the Property or Purchased Assets; Property, (g) the 42 manner or quality of construction of the Property or Purchased Assets; Property, (h) the income derived or to be derived from the Property and Purchased Assets; Property, or (i) the fact that the Property and Purchased Assets may be located in flood zones, on earthquake faults or in seismic hazardous zones. Seller and its Affiliates make no representations or warranties as Except with respect to merchantability or fitness for any particular purpose and no implied representations or the representations, warranties and disclaim all such representations and warranties. Without limiting the foregoing, and except as expressly covenants set forth in Article IV, Seller and its Affiliates disclaim any warranty of title or non-infringement and any warranty arising by industry custom or course of dealing. Without limiting the generality of the foregoing, Buyer and its Affiliates acknowledge that neither Seller nor any of its Affiliates or their respective Representatives has made any representation or warranty with respect to any projections, forecasts or forward-looking statements made or made available to the Buyer this Agreement or any of its Affiliates certificate, instrument or their respective Representatives. Buyer agreement delivered pursuant to this Agreement and its Affiliates acknowledge that, Buyer’s rights to indemnification as provided in entering into this Agreement, they have relied solely on their own investigation of the Property and Purchased Assets and the representations and warranties expressly set forth in Article IV, subject to the limitations and restrictions specified herein. Subject to the second sentence of this Section 10.1 and Article IX, Buyer, for itself and its successors and assigns, waives any right to assert any claim against Seller or its Affiliates Seller, at Law or in equity, relating to any matter described in clauses (a) through (i) of this Section 10.1, or otherwise disclaimed in this Section 10.1such matter, whether latent or patent, disclosed or undisclosed, known or unknown, in contract or tort, now existing or hereafter arisingarising other than resulting from Seller’s fraud or willful misconduct.

AS-IS. (a) Buyer acknowledges that except for Seller’s representations, warranties and covenants contained herein and except for the written disclosures delivered to Buyer by Seller as set forth herein, neither Seller, nor anyone acting or its Representatives claiming to act for or on behalf of Seller, has made any representations, warranties, promises or statements to Buyer concerning the Property. Buyer further acknowledges and agrees that all material matters relating to the extent they so desire shall have examined and inspected Property will be independently verified by Buyer to its full satisfaction within the Property and the Purchased Assets prior to the execution of time provided under this Agreement, and subject to the provisions of Article IV, Article VII or this Article X, Buyer agrees to accept the Property and the Purchased Assets in an “AS IS, WHERE IS” condition as of the Closing. Buyer agrees that, except as provided to Seller’s representations, warranties and covenants contained in Article IVthis Agreement, Buyer is not relying upon any representations, statements or warranties (oral or written, implied or express) of any officer, employee, agent or Representative of Seller or its Affiliates, or any salesperson or broker (if any) involved in this transaction as to will be acquiring the Property or based solely upon and in reliance on its own inspections, analyses and conclusions, and that if Buyer acquires the Purchased AssetsProperty, including: (a) any representation, statements or warranties as to the physical condition of it will acquire the Property or Purchased Assets; (b) in the fitness and/or suitability of the Property Property’s “AS-IS” condition and Purchased Assets for use as a resort, hotel and/or casino; (c) the financial performance of the Property or Purchased Assets; (d) the compliance of the Property or Purchased Assets with applicable building, zoning, subdivision, environmental or land use Laws, codes, ordinances, rules or regulations; (e) the “AS-IS” state of repair inclusive of the Property or Purchased Assets; (f) the value of the Property or Purchased Assets; (g) the manner or quality of construction of the Property or Purchased Assets; (h) the income derived or to be derived from the Property all faults and Purchased Assets; or (i) the fact that the Property and Purchased Assets may be located in flood zones, on earthquake faults or in seismic hazardous zones. Seller and its Affiliates make no representations or warranties as to merchantability or fitness for any particular purpose and no implied representations or warranties and disclaim all such representations and warranties. Without limiting the foregoing, and except as expressly set forth in Article IV, Seller and its Affiliates disclaim any warranty of title or non-infringement and any warranty arising by industry custom or course of dealing. Without limiting the generality of the foregoing, Buyer and its Affiliates acknowledge that neither Seller nor any of its Affiliates or their respective Representatives has made any representation or warranty with respect to any projections, forecasts or forward-looking statements made or made available to the Buyer or any of its Affiliates or their respective Representatives. Buyer and its Affiliates acknowledge that, in entering into this Agreement, they have relied solely on their own investigation of the Property and Purchased Assets and the representations and warranties expressly set forth in Article IV, subject to the limitations and restrictions specified herein. Subject to the second sentence of this Section 10.1 and Article IX, Buyer, for itself and its successors and assigns, waives any right to assert any claim against Seller or its Affiliates at Law or in equity, relating to any matter described in clauses (a) through (i) of this Section 10.1, or otherwise disclaimed in this Section 10.1defects, whether latent or patent, disclosed or undisclosed, known or unknown, except as otherwise set forth hereinbelow. Except as otherwise set forth hereinbelow, without limiting the scope or generality of the foregoing, and subject to the same limitations stated above, (i) Buyer expressly assumes the risk that the Property may not now or in contract or tort, the future comply with any applicable laws now existing or hereafter arisingin effect; (ii) Buyer acknowledges that neither Seller nor anyone acting on Seller’s behalf has made, and Seller is unwilling to make, any representation or warranty whatsoever with respect to the physical nature or construction of the Improvements or any other part of the Property or that the Improvements have been constructed in accordance with normal industry construction practices or standards of workmanship or that the Improvements have been constructed in accordance with the plans and specifications or any applicable codes, and no warranty or representation whatsoever is made with respect to the materials or products used in connection with the Property or incorporated into the Improvements; and (iii) Buyer acknowledges that there may be deferred maintenance with respect to the Property which is not readily visible (all of the matters mentioned in this sentence being hereinafter referred to as “Construction Matters”).

AS-IS. Buyer or its Representatives to the extent they so desire shall have examined and inspected the Each Property and the Purchased Assets prior to the execution of this Agreement, and subject to the provisions of Article IV, Article VII or this Article X, Buyer agrees to accept the Property and the Purchased Assets is being sold in an “AS IS, WHERE IS” condition and “WITH ALL FAULTS” as of the Effective Date and as of Closing. Buyer agrees thatExcept as expressly set forth in this Contract or any Closing Document, except as provided in Article IV, Buyer is not relying upon any representations, statements no representations or warranties (oral have been made or writtenare made and no responsibility has been or is assumed by any Seller or by any partner, implied or express) of any officer, employeeperson, agent firm, agent, attorney or Representative representative acting or purporting to act on behalf of such Seller or its Affiliates, or any salesperson or broker (if any) involved in this transaction as to the Property or the Purchased Assets, including: (a) any representation, statements or warranties as to the physical condition of the Property or Purchased Assets; (bi) the fitness and/or suitability of the Property and Purchased Assets for use as a resort, hotel and/or casino; (c) the financial performance of the Property condition or Purchased Assets; (d) the compliance of the Property or Purchased Assets with applicable building, zoning, subdivision, environmental or land use Laws, codes, ordinances, rules or regulations; (e) the state of repair of its Property; (ii) the compliance or non-compliance of such Property with any applicable laws, regulations or ordinances (including any applicable zoning, building or development codes); (iii) the value, expense of operation, or income potential of such Property; (iv) any other fact or condition which has or might affect such Property or Purchased Assets; (f) the value condition, state of the repair, compliance, value, expense of operation or income potential of such Property or Purchased Assets; (g) the manner or quality of construction of the Property or Purchased Assets; (h) the income derived or to be derived from the Property and Purchased Assetsany portion thereof; or (iv) whether such Property contains or has been impacted by asbestos, mold or hazardous, deleterious, harmful or toxic substances, including Hazardous Materials, or pertaining to the fact extent, location or nature of same. The Parties agree that all understandings and agreements heretofore made between them or their respective agents or representatives are merged in this Contract and the Property Exhibits and Purchased Assets Schedules hereto annexed, which alone fully and completely express their agreement, and that this Contract has been entered into after full investigation, or with the Parties satisfied with the opportunity afforded for full investigation, neither Party relying upon any statement or representation by the other unless such statement or representation is specifically embodied in this Contract or the Exhibits and Schedules annexed hereto. Purchaser waives its right to recover from, and forever releases and discharges the Seller’s Indemnified Parties of each Seller from any and all demands, claims (including causes of action in tort), legal or administrative proceedings, losses, liabilities, damages, penalties, fines, liens, judgments, costs or expenses whatsoever (including attorneys’ fees and costs), whether direct or indirect, known or unknown, foreseen or unforeseen (collectively, “Claims”), that may be located in flood zones, arise on earthquake faults account of or in seismic hazardous zones. Seller any way be connected with the Properties, the physical or environmental condition thereof, or any law or regulation applicable thereto, including Claims with respect to Hazardous Materials or arising under Environmental Laws such as the Comprehensive Environmental Response, Compensation and its Affiliates make no representations Liability Act of 1980, as amended (42 U.S.C. Section 9601, et seq.), the Resources Conservation and Recovery Act of 1976 (42 U.S.C. Section 6901, et seq.), the Clean Water Act (33 U.S.C. Section 1251, et seq.), the Safe Drinking Water Act (42 U.S.C. Section 300f, et seq.), the Hazardous Materials Transportation Act (49 U.S.C. Section 5101, et seq.), the Toxic Substance Control Act (15 U.S.C. Section 2601, et seq.), and, all similar state or warranties as commonwealth laws applicable to merchantability or fitness for any particular purpose and no implied representations or warranties and disclaim all such representations and warrantiesProperty. Without limiting the foregoing, Purchaser, upon Closing, shall be deemed to have waived, relinquished and except as expressly set forth in Article IVreleased Sellers and all other Sellers’ Indemnified Parties from any and all Claims, Seller and its Affiliates disclaim matters arising out of latent or patent defects or physical or environmental conditions, violations of applicable laws (including any warranty of title or non-infringement Environmental Laws) and any warranty arising and all other acts, omissions, events, circumstances or matters affecting the Properties. As part of the provisions of this Section 6.2, but not as a limitation thereon, Purchaser hereby agrees, represents and warrants that the matters released herein are not limited to matters which are known or disclosed, and Purchaser hereby waives any and all rights and benefits which it now has, or in the future may have conferred upon it, by industry custom virtue of the provisions of federal, state or course of dealinglocal law, rules and regulations. Without limiting the generality of the foregoing, Buyer and its Affiliates acknowledge Purchaser agrees that neither Seller nor should any cleanup, remediation or removal of its Affiliates Hazardous Materials or their respective Representatives has made any representation other environmental conditions on, under, from or warranty with respect to any projectionsabout the Properties be required after the date of Closing, forecasts such clean-up, removal or forward-looking statements made or made available to remediation shall not be the Buyer or any responsibility of its Affiliates or their respective RepresentativesSellers. Buyer and its Affiliates acknowledge thatWITH RESPECT TO THE RELEASES AND WAIVERS SET FORTH IN THIS SECTION 6.2, in entering into this AgreementPURCHASER EXPRESSLY WAIVES THE BENEFITS OF SECTION 1542 OF THE CALIFORNIA CIVIL CODE, they have relied solely on their own investigation of the Property and Purchased Assets and the representations and warranties expressly set forth in Article IVWHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, subject to the limitations and restrictions specified hereinWHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” PURCHASER HAS BEEN ADVISED BY ITS LEGAL COUNSEL AND UNDERSTANDS THE SIGNIFICANCE OF THIS WAIVER OF SECTION 1542 RELATING TO UNKNOWN, UNSUSPECTED AND CONCEALED CLAIMS. Subject to the second sentence BY ITS INITIALS BELOW, PURCHASER ACKNOWLEDGES THAT IT FULLY UNDERSTANDS, APPRECIATES AND ACCEPTS ALL OF THE TERMS OF THIS SECTION 6.2. PURCHASER’S INITIALS: /s/ EZ The provisions of this Section 10.1 and Article IX, Buyer, for itself and its successors and assigns, waives any right to assert any claim against Seller 6.2 shall survive indefinitely the Closing or its Affiliates at Law or in equity, relating to any matter described in clauses (a) through (i) termination of this Section 10.1, or otherwise disclaimed in this Section 10.1, whether latent or patent, disclosed or undisclosed, known or unknown, in contract or tort, now existing or hereafter arisingContract and shall not be merged into Closing Documents.

AS-IS. Buyer acknowledges that it is familiar with each of the 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 to the extent they so desire shall have fully examined and inspected the Property and the Purchased Assets Properties prior to the execution of this Agreement, and subject to the provisions of Article IV, Article VII or this Article XXII and each Seller's representations, warranties and covenants expressly set forth herein or any certificate, instrument or agreement delivered pursuant hereto and subject to the conditions set forth herein, Buyer agrees to accept the Property and the Purchased Assets Properties in an “"AS IS, WHERE IS” " condition as of the Closing. Buyer agrees that, except as provided in Article IVthis Agreement or any certificate, instrument or agreement delivered pursuant to this Agreement, Buyer is not relying upon any representations, statements statements, or warranties (oral or written, implied or express) of any officer, employee, agent or Representative of Seller or its Affiliatesany Seller, or any salesperson or broker (if any) involved in this transaction as to the Property or the Purchased AssetsProperties, including, but not limited to: (a) any representation, statements or warranties as to the physical condition of the Property or Purchased Assets; Properties, (b) the fitness and/or suitability of the Property and Purchased Assets Properties for use as a resorthotel and casino, hotel and/or casino; (c) the financial performance of the Property or Purchased Assets; Properties, (d) the compliance of the Property or Purchased Assets Properties with applicable building, zoning, subdivision, environmental environmental, or land use Laws, codes, ordinances, rules or regulations; , (e) the state of repair of the Property or Purchased Assets; Properties, (f) the value of the Property or Purchased Assets; Properties, (g) the manner or quality of construction of the Property or Purchased Assets; Properties, (h) the income derived or to be derived from the Property and Purchased Assets; Properties, or (i) the fact that the Property and Purchased Assets Properties may be located in flood zones, on earthquake faults or in seismic hazardous zones. Seller and its Affiliates make no representations or warranties as to merchantability or fitness for any particular purpose and no implied representations or warranties and disclaim all such representations and warranties. Without limiting the foregoing, and except as expressly set forth Other than in accordance with Article IV, Seller and its Affiliates disclaim any warranty of title or non-infringement and any warranty arising by industry custom or course of dealing. Without limiting the generality of the foregoing, Buyer and its Affiliates acknowledge that neither Seller nor any of its Affiliates or their respective Representatives has made any representation or warranty with respect to any projections, forecasts or forward-looking statements made or made available to the Buyer or any of its Affiliates or their respective Representatives. Buyer and its Affiliates acknowledge that, in entering into this Agreement, they have relied solely on their own investigation of the Property and Purchased Assets and the representations and warranties expressly set forth in Article IV, subject to the limitations and restrictions specified herein. Subject to the second sentence of this Section 10.1 and Article IXXI hereof, Buyer, for itself and its successors and assigns, waives any right to assert any claim against Seller or its Affiliates any Seller, at Law or in equity, relating to any matter described in clauses (a) through (i) of this Section 10.1, or otherwise disclaimed in this Section 10.1such matter, whether latent or patent, disclosed or undisclosed, known or unknown, in contract or tort, now existing or hereafter arising.

AS-IS. Buyer or its Representatives to the extent they so desire shall have fully examined and inspected the Property and the Purchased Assets prior to the execution of this Agreement, and subject to the provisions of Article IV, Article VII or this Article XXI, Buyer agrees to accept the Property and the Purchased Assets in an “AS IS, WHERE IS” condition as of the Closing. Buyer agrees that, except as provided in Article IVV hereof, Buyer is not relying upon any representations, statements statements, or warranties (oral or written, implied or express) of any officer, employee, agent or Representative of Seller or its AffiliatesSeller, or any salesperson or broker (if any) involved in this transaction as to the Property or the Purchased Assets, including, but not limited to: (a) any representation, statements or warranties as to the physical condition of the Property or Purchased Assets; , (b) the fitness and/or suitability of the Property and Purchased Assets for use as a resort, hotel and/or casino; (c) the financial performance of the Property or Purchased Assets; (d) the compliance of the Property or Purchased Assets with applicable building, zoning, subdivision, environmental environmental, or land use Laws, codes, ordinances, rules or regulations; (e) the state of repair of the Property or Purchased Assets; (f) the value of the Property or Purchased Assets; (g) the manner or quality of construction of the Property or Purchased Assets; (h) the income derived or to be derived from the Property and Purchased Assets; or (i) the fact that the Property and Purchased Assets may be located in flood zones, on earthquake faults or in seismic hazardous zones. Seller and its Affiliates make no representations or warranties as to merchantability or fitness for any particular purpose and no implied representations or warranties and disclaim all such representations and warranties. Without limiting the foregoing, and except as expressly set forth in Article IV, Seller and its Affiliates disclaim any warranty of title or non-infringement and any warranty arising by industry custom or course of dealing. Without limiting the generality of the foregoing, Buyer and its Affiliates acknowledge that neither Seller nor any of its Affiliates or their respective Representatives has made any representation or warranty with respect to any projections, forecasts or forward-looking statements made or made available to the Buyer or any of its Affiliates or their respective Representatives. Buyer and its Affiliates acknowledge that, in entering into this Agreement, they have relied solely on their own investigation of the Property and Purchased Assets and the representations and warranties expressly set forth in Article IV, subject to the limitations and restrictions specified herein. Subject to the second sentence of this Section 10.1 and Article IX, Buyer, for itself and its successors and assigns, waives any right to assert any claim against Seller or its Affiliates Seller, at Law or in equity, relating to any matter described in clauses (a) through (i) of this Section 10.1, or otherwise disclaimed in this Section 10.1such matter, whether latent or patent, disclosed or undisclosed, known or unknown, in contract or tort, now existing or hereafter arising.

AS-IS. Buyer or its Representatives to the extent they so desire shall have fully examined and inspected the Property and the Purchased Assets prior to the execution of this Agreement, and subject to the provisions of Article IV, Article VII or this Article XARTICLE XI, Buyer agrees to accept the Property and the Purchased Assets in an “AS IS, WHERE IS” condition as of the Closing. Buyer agrees that, except as provided in Article IVARTICLE V hereof, Buyer is not relying upon any representations, statements statements, or warranties (oral or written, implied or express) of any officer, employee, agent agent, Affiliate or Representative of Seller or its AffiliatesSeller, or any salesperson or broker (if any) involved in this transaction as to the Property or the Purchased Assets, including, but not limited to: (a) any representation, statements or warranties as to the physical condition of the Property or Purchased Assets; (b) the fitness and/or suitability of the Property and Purchased Assets for use as a resort, hotel race track and/or casino; (c) the past, current or future financial performance of the Property or Purchased Assets; (d) the compliance of the Property or Purchased Assets with applicable Laws, including building, zoning, subdivision, environmental environmental, or land use Laws, codes, ordinances, rules or regulations; (e) the state of repair of the Property or Purchased Assets, including, without limitation, the Improvements; (f) the value of the Property or Purchased Assets; (g) the manner or quality of construction of the Property or Purchased Assets; (h) the income derived or to be derived from the Property and Purchased Assets; or (i) the fact that the Property and Purchased Assets may be located in flood zones, on earthquake faults or in seismic hazardous zones. Seller and its Affiliates make no representations or warranties as to merchantability or fitness for any particular purpose and no implied representations or warranties and disclaim all such representations and warranties. Without limiting the foregoing, and except as expressly set forth in Article IV, Seller and its Affiliates disclaim any warranty of title or non-infringement and any warranty arising by industry custom or course of dealing. Without limiting the generality of the foregoing, Buyer and its Affiliates acknowledge that neither Seller nor any of its Affiliates or their respective Representatives has made any representation or warranty with respect to any projections, forecasts or forward-looking statements made or made available to the Buyer or any of its Affiliates or their respective Representatives. Buyer and its Affiliates acknowledge that, in entering into this Agreement, they have relied solely on their own investigation of the Property and Purchased Assets and the representations and warranties expressly set forth in Article IV, subject to the limitations and restrictions specified herein. Subject to the second sentence of this Section 10.1 and Article IX, Buyer, for itself and its successors and assigns, waives any right to assert any claim against Seller or its Affiliates Seller, at Law or in equity, relating to any matter described in clauses (a) through (i) of this Section 10.1, or otherwise disclaimed in this Section 10.1such matter, 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 warranties in ARTICLE V hereof.

AS-IS. Buyer or its Representatives to the extent they so desire shall have examined and inspected the Property This Agreement and the Purchased Assets prior to Transfer Documents contain all the execution terms of this Agreement, and subject to the provisions of Article IV, Article VII or this Article X, Buyer agrees to accept agreement entered into between the Property and the Purchased Assets in an “AS IS, WHERE IS” condition parties as of the Closing. Effective Date, and Buyer agrees acknowledges that, except as otherwise provided in Article IVthis Agreement and the Transfer Documents, Buyer is not relying upon 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, statements or warranties (oral or written, implied past, present or express) of any officerfuture, employee, agent or Representative of Seller or its Affiliates, or any salesperson or broker (if any) involved in this transaction as to the Property or the Purchased Assets, including: (a) any representation, statements or warranties as to the physical condition of the Property or Purchased Assets; (b) the fitness and/or suitability of the Property and Purchased Assets for use as a resort, hotel and/or casino; (c) the financial performance of the Property or Purchased Assets; (d) the compliance of the Property or Purchased Assets with applicable building, zoning, subdivision, environmental or land use Laws, codes, ordinances, rules or regulations; (e) the state of repair of the Property or Purchased Assets; (f) the value of the Property or Purchased Assets; (g) the manner or quality of construction of the Property or Purchased Assets; (h) the income derived or to be derived from the Property and Purchased Assets; or (i) the fact that the Property and Purchased Assets may be located in flood zones, on earthquake faults or in seismic hazardous zones. Seller and its Affiliates make no representations or warranties as to merchantability or fitness for any particular purpose and no implied representations or warranties and disclaim all such representations and warranties. Without limiting the foregoing, and except as expressly other than those specifically set forth in Article IVthis Agreement, Seller the Transfer Documents, and its Affiliates disclaim any warranty of title or non-infringement the Exhibits and any warranty arising by industry custom or course of dealingSchedules 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 its Affiliates acknowledge that neither Seller nor any of its Seller’s Affiliates has or their respective Representatives has made is willing to make any representation representations or warranty with respect to any projections, forecasts or forward-looking statements made or made available to the Buyer or any of its Affiliates or their respective Representatives. Buyer and its Affiliates acknowledge that, in entering into this Agreement, they have relied solely on their own investigation of the Property and Purchased Assets and warranties (other than the representations and warranties expressly set forth in Article IVthis Agreement, subject to the limitations and restrictions specified herein. Subject to the second sentence of this Section 10.1 and Article IXTransfer Documents, Buyer, for itself and its successors and assigns, waives any right to assert any claim against Seller or its Affiliates at Law or in equitythe Exhibits or Schedules hereto and thereto (as applicable)), relating express or implied, as to any matter described in clauses (a) through 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 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 compliance of the Property in its current or any future state of applicable Governmental Regulations 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 Property, and non-compliance, if any, with zoning Governmental Regulations; (g) the nature and extent of any right-of-way, possession, lien, encumbrance, license, reservation, condition or 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 this Section 10.1the 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 otherwise disclaimed 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 this Section 10.1, whether latent which the Property is located; (m) the actual or patent, disclosed projected income or undisclosed, known operating expenses of the Property; or unknown, in contract or tort, now existing or hereafter arising(n) the availability and cost of property and casualty insurance with respect to the Property.

AS-IS. Buyer or its Representatives to the extent they it so desire desires shall have examined and inspected the Property and the Purchased Assets prior to the execution of this Agreement, and subject to the provisions of Article IVthis Article, Article VII or this 4 and Article X6, Buyer agrees to accept the Property and the Purchased Assets in an “AS IS, WHERE IS” condition as of the Closing. Buyer agrees that, except as provided in Article IV4 hereof, Buyer is not relying upon any representations, statements statements, or warranties (oral or written, implied or express) of any officer, employee, agent or Representative of Seller or its AffiliatesSeller, or any salesperson or broker (if any) involved in this transaction as to the Property or the Purchased Assets, including, but not limited to: (a) any representation, statements or warranties as to the physical condition of the Property or 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 Property and Purchased Assets for use as a resort, hotel and/or casino; (c) the financial performance of the Property or Purchased Assets; (d) the compliance of the Property or Purchased Assets with applicable building, zoning, subdivision, environmental environmental, or land use Laws, codes, ordinances, rules or regulations; (e) the state of repair of the Property or Purchased Assets; (f) the value of the Property or Purchased Assets; (g) the manner or quality of construction of the Property or Purchased Assets; (h) the income derived or to be derived from the Property and Purchased Assets; or (i) the fact that the Property and Purchased Assets may be located in flood hurricane zones, on earthquake faults or in seismic hazardous zones. Seller and its Affiliates make no representations or warranties as to merchantability or fitness for any particular purpose and no implied representations or warranties and disclaim all such representations and warranties. Without limiting the foregoing, and except as expressly set forth in Article IV, Seller and its Affiliates disclaim any warranty of title or non-infringement and any warranty arising by industry custom or course of dealing. Without limiting the generality of the foregoing, Buyer and its Affiliates acknowledge that neither Seller nor any of its Affiliates or their respective Representatives has made any representation or warranty with respect to any projections, forecasts or forward-looking statements made or made available to the Buyer or any of its Affiliates or their respective Representatives. Buyer and its Affiliates acknowledge that, in entering into this Agreement, they have relied solely on their own investigation of the Property and Purchased Assets and the representations and warranties expressly set forth in Article IV, subject to the limitations and restrictions specified herein. Subject to the second sentence of this Section 10.1 and Article IXforegoing sentence, Buyer, for itself and its successors and assigns, waives any right to assert any claim against Seller or its Affiliates Seller, at Law or in equity, relating to any matter described in clauses (a) through (i) of this Section 10.1, or otherwise disclaimed in this Section 10.1such matter, whether latent or patent, disclosed or undisclosed, known or unknown, in contract or tort, now existing or hereafter arising.

AS-IS. Buyer or its Representatives to the extent they so desire shall have examined and inspected the The Property and the Purchased Assets prior to the execution of this Agreement, and subject to the provisions of Article IV, Article VII or this Article X, Buyer agrees to accept the Property and the Purchased Assets is being sold in an “AS IS, WHERE IS” condition and “WITH ALL FAULTS” as of the Effective Date and as of Closing. Buyer agrees thatExcept as expressly set forth in this Agreement, except as provided in Article IV, Buyer is not relying upon any representations, statements no representations or warranties (oral have been made or writtenare made and no responsibility has been or is assumed by Seller or by any partner, implied or express) of any officer, employeeperson, agent firm, agent, attorney or Representative representative acting or purporting to act on behalf of Seller or its Affiliates, or any salesperson or broker (if any) involved in this transaction as to the Property or the Purchased Assets, including: (a) any representation, statements or warranties as to the physical condition of the Property or Purchased Assets; (bi) the fitness and/or suitability of the Property and Purchased Assets for use as a resort, hotel and/or casino; (c) the financial performance of the Property condition or Purchased Assets; (d) the compliance of the Property or Purchased Assets with applicable building, zoning, subdivision, environmental or land use Laws, codes, ordinances, rules or regulations; (e) the state of repair of the Property; ii) the compliance or non-compliance of the Property with any applicable laws, regulations or ordinances (including, without limitation, any applicable zoning, building or development codes); iii) the value, expense of operation, or income potential of the Property; iv) any other fact or condition which has or might affect the Property or Purchased Assets; (f) the value condition, state of repair, compliance, value, expense of operation or income potential of the Property or Purchased Assetsany portion thereof; (gor v) the manner or quality of construction of whether the Property contains asbestos or Purchased Assets; (h) harmful or toxic substances or pertaining to the income derived extent, location or to be derived from the Property nature of same. The parties agree that all understandings and Purchased Assets; or (i) the fact that the Property and Purchased Assets may be located in flood zones, on earthquake faults or in seismic hazardous zones. Seller and its Affiliates make no representations or warranties as to merchantability or fitness for any particular purpose and no implied representations or warranties and disclaim all such representations and warranties. Without limiting the foregoing, and except as expressly set forth in Article IV, Seller and its Affiliates disclaim any warranty of title or non-infringement and any warranty arising by industry custom or course of dealing. Without limiting the generality of the foregoing, Buyer and its Affiliates acknowledge that neither Seller nor any of its Affiliates agreements heretofore made between them or their respective Representatives has made any representation agents or warranty with respect to any projections, forecasts or forward-looking statements made or made available to the Buyer or any of its Affiliates or their respective Representatives. Buyer and its Affiliates acknowledge that, representatives are merged in entering into this Agreement, they have relied solely on their own investigation of the Property and Purchased Assets Agreement and the representations Exhibits hereto annexed, which alone fully and warranties expressly set forth completely express their agreement, and that this Agreement has been entered into after full investigation, or with the parties satisfied with the opportunity afforded for full investigation, neither party relying upon any statement or representation by the other unless such statement or representation is specifically embodied in Article IVthis Agreement or the Exhibits annexed hereto. Except for as it relates to Seller’s Representations, subject to the limitations and restrictions specified herein. Subject to the second sentence of this Section 10.1 and Article IX, Buyer, for itself and Purchaser waives its successors and assigns, waives any right to assert recover from, and forever releases and discharges Seller and Seller’s Indemnified Parties from any claim against Seller and all demands, claims (including, without limitation, causes of action in tort), legal or its Affiliates at Law administrative proceedings, losses, liabilities, damages, penalties, fines, liens, judgments, costs or in equityexpenses whatsoever (including, relating to any matter described in clauses (a) through (i) of this Section 10.1without limitation, or otherwise disclaimed in this Section 10.1attorneys’ fees and costs), whether latent direct or patent, disclosed or undisclosedindirect, known or unknown, foreseen or unforeseen (collectively, “Claims”), that may arise on account of or in contract any way be connected with the Property, the physical condition thereof, or tortany law or regulation applicable thereto, including, without limitation, claims under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (42 U.S.C. Section 6901, et seq.), the Resources Conservation and Recovery Act of 1976 (42 U.S.C. Section 6901, et seq.), the Clean Water Act (33 U.S.C. Section 1251, et seq.), the Safe Drinking Water Act (49 U.S.C. Section 1801, et seq.), the Hazardous Transportation Act (42 U.S.C. Section 6901, et seq.), and the Toxic Substance Control Act (15 U.S.C. Section 2601, et seq.). Without limiting the foregoing and except for as it relates to Seller’s Representations, Purchaser, upon Closing, shall be deemed to have waived, relinquished and released Seller and all other Seller’s Indemnified Parties from any and all Claims, matters arising out of latent or patent defects or physical conditions, violations of applicable laws (including, without limitation, any environmental laws) and any and all other acts, omissions, events, circumstances or matters affecting the Property. As part of the provisions of this Section 6.2, but not as a limitation thereon, Purchaser hereby agrees, represents and warrants that the matters released herein are not limited to matters which are known or disclosed, and Purchaser hereby waives any and all rights and benefits which it now existing has, or hereafter arisingin the future may have conferred upon it, by virtue of the provisions of federal, state or local law, rules and regulations. Purchaser agrees that should any cleanup, remediation or removal of hazardous substances or other environmental conditions on or about the Property be required after the Closing Date, such clean-up, removal or remediation shall not be the responsibility of Seller. The provisions of this Section 6.2 shall survive Closing and the delivery of the Deed to Purchaser.

AS-IS. Buyer or its Representatives Notwithstanding anything in this Agreement to the extent they so desire contrary, with the sole exception of the Seller Representations and representations with respect to title, the entry by Purchaser into this Agreement and the **** Material omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Exchange Act of 1934. Material filed separately with the Securities and Exchange Commission. acquisition by Purchaser of the Property shall be based solely upon the full and complete observation and examination by Purchaser of the Property, and all conditions affecting the Property, and the usage to which the Property may be put, and the nature, quality or condition of the Property, including, without limitation, the water, soil, geology, zoning, tax consequences, physical or environmental condition, valuation, governmental approvals, governmental regulations, suitability or fitness of the Property for any purpose, or the habitability, merchantability, or any other matter or thing relating to or affecting the Property, and the suitability of the Property for any activities and uses which Purchaser may conduct thereon, and any compliance or non-compliance of the Property with any Laws, and Purchaser represents and warrants to Seller that by Closing Purchaser shall have examined made such complete observation and inspected the Property and the Purchased Assets prior to the execution of this Agreementexamination, and subject to the provisions of Article IV, Article VII or this Article X, Buyer agrees to Purchaser shall accept the Property and in the Purchased Assets in an “AS IS, WHERE IS” existing condition as of the Closing. Buyer agrees thatProperty, except as provided in Article IVwithout any covenant, Buyer is not relying upon any representationswarranty or representation, statements express or warranties (implied, oral or written, implied past, present or express) of any officerfuture, employeein fact or by law, agent or Representative of other than Seller’s warranty, if any, with respect to title set forth in the Deed, and the Seller or its AffiliatesRepresentations, as expressly provided in this Agreement, or any salesperson condition or broker (if any) involved in this transaction as conditions affecting or related to the Property or the Purchased AssetsProperty, including: (a) any representation, statements or warranties as to the physical condition of and the Property shall be conveyed “AS IS”, “WHERE IS” and “WITH ALL FAULTS”, and there are no other warranties or Purchased Assets; (b) the fitness and/or suitability of representations, collateral to or affecting the Property and Purchased Assets for use as a resort, hotel and/or casino; (c) the financial performance of the Property by Seller or Purchased Assets; (d) the compliance of the Property or Purchased Assets with applicable building, zoning, subdivision, environmental or land use Laws, codes, ordinances, rules or regulations; (e) the state of repair of the Property or Purchased Assets; (f) the value of the Property or Purchased Assets; (g) the manner or quality of construction of the Property or Purchased Assets; (h) the income derived or to be derived from the Property and Purchased Assets; or (i) the fact that the Property and Purchased Assets may be located in flood zones, on earthquake faults or in seismic hazardous zones. Seller and its Affiliates make no representations or warranties as to merchantability or fitness for any particular purpose and no implied representations or warranties and disclaim all such representations and warranties. Without limiting the foregoing, and except as expressly set forth in Article IV, Seller and its Affiliates disclaim any warranty of title or non-infringement and any warranty arising by industry custom or course of dealingthird party. Without limiting the generality of the foregoing, Buyer other than as expressly provided in Section 9.1.5, Seller does not make and its Affiliates acknowledge that neither Seller nor any of its Affiliates or their respective Representatives has made not made, and specifically disclaims, any representation regarding the presence or warranty with respect to absence of any projections“Hazardous Substances”, forecasts as hereinafter defined, at, on, under or forwardabout the Property or the compliance or non-looking statements made or made available to the Buyer or any of its Affiliates or their respective Representatives. Buyer and its Affiliates acknowledge that, in entering into this Agreement, they have relied solely on their own investigation compliance of the Property and Purchased Assets and the representations and warranties expressly set forth in Article IVwith any federal, subject to the limitations and restrictions specified herein. Subject to the second sentence of this Section 10.1 and Article IX, Buyer, for itself and its successors and assigns, waives any right to assert any claim against Seller state or its Affiliates at Law local so-called “Superfund” or in equity, relating to any matter described in clauses (a) through (i) of this Section 10.1“Superlien Statute”, or otherwise disclaimed in this Section 10.1any other Laws regulating, whether latent related to or patent, disclosed imposing liability or undisclosed, known or unknown, in contract or tort, now existing or hereafter arisingstandards of conduct concerning any Hazardous Substances.

AS-IS. Buyer acknowledges that it is familiar with each of the 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 to the extent they so desire shall have fully examined and inspected the Property and the Purchased Assets Properties prior to the execution of this Agreement, and subject to the provisions of Article IV, Article VII or this Article XXII and each Seller’s representations, warranties and covenants expressly set forth herein or any certificate, instrument or agreement delivered pursuant hereto and subject to the conditions set forth herein, Buyer agrees to accept the Property and the Purchased Assets Properties in an “AS IS, WHERE IS” condition as of the Closing. Buyer agrees that, except as provided in Article IVthis Agreement or any certificate, instrument or agreement delivered pursuant to this Agreement, Buyer is not relying upon any representations, statements statements, or warranties (oral or written, implied or express) of any officer, employee, agent or Representative of Seller or its Affiliatesany Seller, or any salesperson or broker (if any) involved in this transaction as to the Property or the Purchased AssetsProperties, including, but not limited to: (a) any representation, statements or warranties as to the physical condition of the Property or Purchased Assets; Properties, (b) the fitness and/or suitability of the Property and Purchased Assets Properties for use as a resorthotel and casino, hotel and/or casino; (c) the financial performance of the Property or Purchased Assets; Properties, (d) the compliance of the Property or Purchased Assets Properties with applicable building, zoning, subdivision, environmental environmental, or land use Laws, codes, ordinances, rules or regulations; , (e) the state of repair of the Property or Purchased Assets; Properties, (f) the value of the Property or Purchased Assets; Properties, (g) the manner or quality of construction of the Property or Purchased Assets; Properties, (h) the income derived or to be derived from the Property and Purchased Assets; Properties, or (i) the fact that the Property and Purchased Assets Properties may be located in flood zones, on earthquake faults or in seismic hazardous zones. Seller and its Affiliates make no representations or warranties as to merchantability or fitness for any particular purpose and no implied representations or warranties and disclaim all such representations and warranties. Without limiting the foregoing, and except as expressly set forth Other than in accordance with Article IV, Seller and its Affiliates disclaim any warranty of title or non-infringement and any warranty arising by industry custom or course of dealing. Without limiting the generality of the foregoing, Buyer and its Affiliates acknowledge that neither Seller nor any of its Affiliates or their respective Representatives has made any representation or warranty with respect to any projections, forecasts or forward-looking statements made or made available to the Buyer or any of its Affiliates or their respective Representatives. Buyer and its Affiliates acknowledge that, in entering into this Agreement, they have relied solely on their own investigation of the Property and Purchased Assets and the representations and warranties expressly set forth in Article IV, subject to the limitations and restrictions specified herein. Subject to the second sentence of this Section 10.1 and Article IXXI hereof, Buyer, for itself and its successors and assigns, waives any right to assert any claim against Seller or its Affiliates any Seller, at Law or in equity, relating to any matter described in clauses (a) through (i) of this Section 10.1, or otherwise disclaimed in this Section 10.1such matter, whether latent or patent, disclosed or undisclosed, known or unknown, in contract or tort, now existing or hereafter arising.

AS-IS. Buyer or its Representatives to the extent they so desire shall have examined and inspected the The Property and the Purchased Assets prior to the execution of this Agreement, and subject to the provisions of Article IV, Article VII or this Article X, Buyer agrees to accept the Property and the Purchased Assets is being sold in an “AS IS, WHERE IS” condition and “WITH ALL FAULTS as of the Effective Date and as of Closing. Buyer agrees thatExcept for the Seller Representations, except as provided in Article IV, Buyer is not relying upon any representations, statements no representations or warranties (oral have been made or writtenare made and no responsibility has been or is assumed by Seller or by any partner, implied or express) of any officer, employeeperson, agent firm, agent, attorney or Representative representative acting or purporting to act on behalf of Seller or its Affiliates, or any salesperson or broker (if any) involved in this transaction as to the Property or the Purchased Assets, including: (a) any representation, statements or warranties as to the physical condition of the Property or Purchased Assets; (bi) the fitness and/or suitability of the Property and Purchased Assets for use as a resort, hotel and/or casino; (c) the financial performance of the Property condition or Purchased Assets; (d) the compliance of the Property or Purchased Assets with applicable building, zoning, subdivision, environmental or land use Laws, codes, ordinances, rules or regulations; (e) the state of repair of the Property; (ii) the compliance or non-compliance of the Property with any applicable laws, regulations or ordinances (including, without limitation, any applicable zoning, building or development codes); (iii) the value, expense of operation, or income potential of the Property; (iv) any other fact or condition which has or might affect the Property or Purchased Assets; (f) the value condition, state of repair, compliance, value, expense of operation or income potential of the Property or Purchased Assets; (g) the manner or quality of construction of the Property or Purchased Assets; (h) the income derived or to be derived from the Property and Purchased Assetsany portion thereof; or (iv) the fact that whether the Property contains asbestos or harmful or toxic substances or pertaining to the extent, location or nature of same. The parties agree that all understandings and Purchased Assets agreements heretofore made between them or their respective agents or representatives are merged in this Contract and the Exhibits hereto annexed, which alone fully and completely express their agreement, and that this Contract has been entered into after full investigation, or with the parties satisfied with the opportunity afforded for full investigation, neither party relying upon any statement or representation by the other unless such statement or representation is specifically embodied in this Contract or the Exhibits annexed hereto. Purchaser waives its right to recover from, and forever releases and discharges Seller’s Indemnified Parties from any and all demands, claims (including, without limitation, causes of action in tort), legal or administrative proceedings, losses, liabilities, damages, penalties, fines, liens, judgments, costs or expenses whatsoever (including, without limitation, attorneys’ fees and costs), whether direct or indirect, known or unknown, foreseen or unforeseen (collectively, “Claims”), that may be located in flood zones, arise on earthquake faults account of or in seismic hazardous zones. Seller any way be connected with the Property, the physical condition thereof, or any law or regulation applicable thereto (including, without limitation, claims under the Comprehensive Environmental Response, Compensation and its Affiliates make no representations or warranties Liability Act of 1980, as to merchantability or fitness for any particular purpose amended (42 U.S.C. Section 6901, et seq.), the Resources Conservation and no implied representations or warranties Recovery Act of 1976 (42 U.S.C. Section 6901, et seq.), the Clean Water Act (33 U.S.C. Section 1251, et seq.), the Safe Drinking Water Act (49 U.S.C. Section 1801, et seq.), the Hazardous Transportation Act (42 U.S.C. Section 6901, et seq.), and disclaim all such representations and warrantiesthe Toxic Substance Control Act (15 U.S.C. Section 2601, et seq.). Without limiting the foregoing, Purchaser, upon Closing, shall be deemed to have waived, relinquished and except released Seller and all other Seller’s Indemnified Parties from any and all Claims, matters arising out of latent or patent defects or physical conditions, violations of applicable laws (including, without limitation, any environmental laws) and any and all other acts, omissions, events, circumstances or matters affecting the Property. As part of the provisions of this Section 6.2, but not as expressly a limitation thereon, Purchaser hereby agrees, represents and warrants that the matters released herein are not limited to matters which are known or disclosed, and Purchaser hereby waives any and all rights and benefits which it now has, or in the future may have conferred upon it, by virtue of the provisions of federal, state or local law, rules and regulations. Purchaser agrees that should any cleanup, remediation or removal of hazardous substances or other environmental conditions on or about the Property be required after the date of Closing, such clean-up, removal or remediation shall not be the responsibility of Seller. This Section 6.2 does not affect the liability of Seller with respect to breaches of Seller’s Representations. In connection with the general release set forth in Article IVthis Section 6.2, Seller Purchaser specifically waives the provisions of California Civil Code Section 1542, which provides as follows: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release, and its Affiliates disclaim any warranty of title that if known by him or non-infringement and any warranty arising by industry custom her would have materially affected his or course of dealing. Without limiting her settlement with the generality of the foregoing, Buyer and its Affiliates acknowledge that neither Seller nor any of its Affiliates debtor or their respective Representatives has made any representation or warranty with respect to any projections, forecasts or forward-looking statements made or made available to the Buyer or any of its Affiliates or their respective Representatives. Buyer and its Affiliates acknowledge that, in entering into this Agreement, they have relied solely on their own investigation of the Property and Purchased Assets and the representations and warranties expressly set forth in Article IV, subject to the limitations and restrictions specified herein. Subject to the second sentence released party.” /s/ KH Purchaser’s Initials The provisions of this Section 10.1 6.2 shall survive Closing and Article IX, Buyer, for itself and its successors and assigns, waives any right the delivery of the Deed to assert any claim against Seller or its Affiliates at Law or in equity, relating to any matter described in clauses (a) through (i) of this Section 10.1, or otherwise disclaimed in this Section 10.1, whether latent or patent, disclosed or undisclosed, known or unknown, in contract or tort, now existing or hereafter arisingPurchaser.