The Downtowner

OFFERING MEMORANDUM CONFIDENTIALITY AGREEMENT

This Offering Memorandum contains select information pertaining to the business and affairs of 121 N. 8th Street Las Vegas, NV 89101, 129 N. 8th Street Las Vegas, NV 89101, 110 N. 7th Street Las Vegas, NV 89101.  This Memorandum was prepared based on information supplied by Seller and Broker. It contains selected information about the Property and the real estate market but does not contain all the information necessary to evaluate the acquisition of the Property.  The financial projections contained herein (or in any other Confidential Information) are for general reference only. The projections are based on assumptions relating to the general economy and local competition, among other factors.  Accordingly, actual results may vary materially from such projections.  Various documents have been summarized herein to facilitate your review; these summaries are not intended to be a comprehensive statement of the terms or legal analysis of such documents.  All content provided is information of a general nature and does not address the circumstances of any particular individual or entity, nor shall the information constitute professional and/or financial advice. Recipient alone assumes the sole responsibility of evaluating the merits and risks associated with the use of any information before making any decisions based on such information.

The information contained in this Offering Memorandum is confidential and furnished solely for the purpose of a review by a prospective purchaser of the Property. It is not to be used for any other purpose or made available to any other person without the written consent of Seller or Logic Commercial Real Estate (LCRE). The material is based in part upon information supplied by the Seller and in part upon financial information obtained from sources it deems reliable. Seller, nor their officers, employees, or agents makes any representation or warranty, express or implied, as to the accuracy or completeness or this Offering Memorandum or any of its contents and no legal liability is assumed or shall be implied with respect thereto. While the information contained in the Memorandum and any other Confidential Information is believed to be reliable, neither Broker nor Seller guarantees its accuracy or completeness. Due to the foregoing and since the Property will be sold on an “As Is, Where Is” basis, a prospective purchaser must make its own independent investigations, projections, and conclusions regarding the acquisition of the Property without reliance on this Memorandum or any other Confidential Information. Although additional confidential information which may include engineering, environmental or other reports may be provided to qualified parties as marketing proceeds, prospective purchasers should seek advice from their own attorneys, accountants, engineers, environmental and other experts.  The information contained in the research report, or any related publication are and shall remain the property of publisher and is protected by copyright, trademark, and/or other intellectual property, proprietary, work product rights and laws. 

By acknowledging your receipt of this Offering Memorandum from LCRE, you agree:

• 1) The Offering Memorandum and its contents are confidential;
• 2) You will hold it and treat it in the strictest of confidence; 
• 3) You will not, directly or indirectly, disclose or permit anyone else to disclose this Offering Memorandum or its contents in any fashion or manner detrimental to the interest of the Seller; and
• You expressly authorize and permit Broker to use your email and to email you directly in connection with any future real estate marketing campaigns or offerings.  You allow and permit Broker to email you details concerning any marketing materials in all electronic mediums for the purpose of marketing and promoting the Broker. 

Seller and LCRE expressly reserve the right, at their sole discretion, to reject any and all expressions of interest or offers to purchase the Property and to terminate discussions with any person or entity reviewing this Offering Memorandum or making an offer to purchase the Property unless and/or until a written agreement for the purchase and sale of the Property has been fully executed and delivered.   A prospective purchaser’s sole and exclusive rights with respect to this prospective transaction, the Property, or information provided herein or in connection with the sale of the Property shall be limited to those expressly provided in an executed Purchase Agreement and shall be subject to the terms thereof. In no event shall a prospective purchaser have any other claims against the Seller or LCRE or any of their affiliates or any of their respective officers, directors, shareholders, owners, employees, or agents for any damages, liability, or causes of action relating to this solicitation process or the marketing or sale of the Property.   This Offering Memorandum shall not be deemed to represent the state of affairs of the Property or constitute an indication that there has been no change in the state of affairs of the Property since the date of this Offering Memorandum. LCRE has a policy of proactive broker cooperation with the investment brokerage community. If applicable, a cooperating broker fee of the sales price shall be paid at closing to the cooperating broker that procures and represents the buyer that acquires this property. If applicable, cooperation does not include brokers that represent themselves as Principals or broker’s whose member of his immediate family is participating in the purchase of the property. No broker will be recognized on a prospect that has previously contacted or been contacted by the Seller or the Seller’s representatives.  Neither Seller, LCRE nor any of its principals and employees shall be liable for any direct, indirect, special, incidental, consequential, punitive or exemplary damages, including lost profits arising in any way from the information contained in this material.

ALL PROPERTY SHOWINGS ARE BY APPOINTMENT ONLY. PLEASE CONSULT A LCRE AGENT FOR MORE DETAILS.

The Downtowner

NON-DISCLOSURE AGREEMENT

This Non-Disclosure Agreement (this “Agreement”) is made by the receiving party identified by its electronic signature below (“Receiving Party”) for the benefit of 110 8^th Street, LLC, a Nevada limited liability company (“Disclosing Party”). Disclosing Party and Receiving Party may be referred to herein jointly as the “Parties” or individually as a “Party.”

RECITALS

A.        Receiving Party has advised Disclosing Party that Receiving Party may be interested in acquiring certain property located at 121 and 129 N. 8^th Street (consisting of APN 139-34-612-018 and 139-34-612-017) and 100 N. 7^th Street, (consisting of APN 139-34-612-009), Las Vegas, Nevada (the “Property”) from the Disclosing Party (individually, and collectively, the “Transaction”).

B.        Disclosing Party may disclose and deliver to Receiving Party, either directly or through Broker (as defined below) or other representative or agent of Receiving Party, certain information about the Property and the businesses of Disclosing Party for the sole purpose of permitting Receiving Party to evaluate the Transaction (the “Purpose”).

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties agree as follows:

1.              Definitions.  Capitalized terms used in this Agreement and not otherwise defined in this Agreement shall have the following meanings:

“Affiliate” means, with respect to any Person, any other Person that directly or indirectly (a) owns more than ten percent (10%) of, or (b) is Controlling, Controlled by, or under direct or indirect common Control with, the first Person, or (c) any director, officer, employee, manager, child or spouse (or any trust for the benefit of a child or spouse) of any Person described in subsection (a) or (b) above.

“Confidential Information” means any and all documents and other information (a) disclosed, or made available to, the Receiving Party or any of its Representatives by, or on behalf of, Disclosing Party, (b) in any way relating to the Property, the operation thereof or the sale thereof, (c) relating to Disclosing Party, or (c) relating to the existence or any aspect of this Agreement, any ongoing negotiations, discussions or business dealings between the Parties, or  any Transaction, in each case whether in oral, written, graphic, machine-readable, digital or other medium, and whether or not marked “Confidential;” provided, however that Confidential Information shall not include Public Information.  Without limiting the foregoing, “Confidential Information” includes the following:

(i)        records, lists, specifications, operations or systems manuals or other information relating to operations at the Property;

(ii)       business or financial information, plans, strategies, forecasts, forecast assumptions, budgets, pricing, business practices, marketing information and material, tenant names, vendor lists, independent contractor lists, identities, or information, and all other information related to the Property;

(iii)      communications with any counsel in connection with any of Disclosing Party’s legal matters (whether or not an action has been commenced);

(iv)      negotiation, litigation and/or settlement strategies in connection with any matter whatsoever;

(v)       record-keeping;

(vi)      Disclosing Party’s contracts;

(vii)     if disclosed in writing, is marked “confidential” or “proprietary” at the time of such disclosure;

(viii)    if disclosed orally, is identified as “confidential” or “proprietary” at the time of such disclosure;

(ix)      if, under the circumstances, a person exercising reasonable business judgment would understand to be confidential or proprietary; and

(x)       all financial information.

“Control” and any derivative of such term, including “Controlling” and “Controlled”, means, when used with respect to any Person, (a) the direct or indirect beneficial ownership of fifty-one percent (51%) or more of the outstanding voting securities or voting equity of such Person or (b) the power to direct or cause the direction of the management and policies of such Person whether by contract or otherwise.

“Person” means any natural person, business, corporation, company, association, limited liability company, partnership, limited partnership, limited liability partnership, joint venture, business enterprise, trust, governmental authority or other legal entity.

“Public Information” means information that (a) is now or hereafter becomes generally known or available to the public, through no act or omission on the part of Receiving Party or any other Person with whom Receiving Party has shared such information, including any Representatives; (b) can be shown by documentation to have been known by Receiving Party, without restriction as to use or disclosure, prior to receiving such information from Disclosing Party; (c) is rightfully acquired by Receiving Party from a third party who has the right to disclose it and who provides it without restriction as to use or disclosure; or (d) can be shown by documentation to have been independently developed by Receiving Party from information described in the foregoing clauses (a) – (c).

“Representatives” means all of the Affiliates of Receiving Party and all of their and Receiving Party’s respective agents, representatives, lenders, financial partners, attorneys, employees, directors, members, officers, partners, insurers (including brokers and re-insurers), advisors (including, without limitation, accountants, consultants, appraisers, auditors and financial advisors) and potential sources of capital (including prospective limited partners and any related advisors, affiliates or agents).

2.              Reasonable Safeguards to Protect Confidential Information.

(i)             Receiving Party agrees: (a) to maintain the Confidential Information in strict confidence; (b) not to disclose any  Confidential Information to any Person other than to its Representatives who (1) have a need to know such Confidential Information solely for the Purpose, (2) will use such information solely for the Purpose, (3) have been informed in writing by Receiving Party of the confidential nature of such Confidential Information and the terms of this Agreement, and (4) have been directed by Receiving Party in writing to comply with the terms of this Agreement; and (c) not to, and not to permit any of its Representatives to, make any use of any Confidential Information except for the Purpose.  Without limiting the foregoing, Receiving Party shall not, directly or indirectly, copy, take, disclose, or remove from Disclosing Party’s premises or the Property, any of Disclosing Party’s books, records, tenant lists, or any other Confidential Information without the prior written consent of Disclosing Party, which may be withheld in its sole and absolute discretion.  This Agreement also applies to Confidential Information accessed through any electronic data room available in connection with the Transaction and supersedes any “click through” acknowledgement or agreement associated with any such electronic data room.

(ii)           Concurrently with Receiving Party’s delivery to its Representatives at any time of those portions of the Confidential Information previously provided to Receiving Party by Disclosing Party, Receiving Party agrees to notify Disclosing Party, if so requested by Disclosing Party, as to such Representatives’ identity (on a company-by-company basis).

(iii)         Receiving Party shall be responsible and liable for compliance with this Agreement by each any every Person with whom its shares any Confidential Information regardless of whether such sharing is permitted by this Agreement; provided, however, that Receiving Party shall not be responsible for any breach of this Agreement by any of its Representatives who has entered into a separate confidentiality agreement directly with the Disclosing Party.

(iv)          The provisions of this Section 2 will not restrict Receiving Party or any of its Representatives from disclosing the Confidential Information to the extent required by any law, regulation or order issued by any court or other governmental entity having jurisdiction over the matter provided, that Receiving Party gives Disclosing Party reasonable advance written notice of such required disclosure and, at Disclosing Party’s expense and subject to compliance with all applicable laws and court orders, cooperates fully with Disclosing Party’s efforts to protect the confidentiality of such Confidential Information.

3.              Return of Property. Upon Disclosing Party’s request, Receiving Party will promptly return, and, without expanding, the Persons and terms upon which Receiving Party is entitled to disclose Confidential Information under this Agreement, cause all Persons with whom Receiving Party has shared or disclosed, directly or indirectly, any Confidential Information (each, a “Recipient”), to return to Disclosing Party or destroy all tangible items and embodiments containing or consisting of any Confidential Information and all copies thereof (including electronic copies), including any of the foregoing prepared by or in the possession of Receiving Party or such other Persons.  At Disclosing Party’s option, Receiving Party will deliver a written certification from a responsible officer of Receiving Party and each such other Person that it has fulfilled its obligations under this Section 3.

4.              Ownership of Confidential Information. All Confidential Information shall remain the sole and exclusive property of Disclosing Party. Receiving Party, on behalf of itself and each Recipient, acknowledges and agrees that nothing in this Agreement will be construed as granting any rights to Receiving Party or any Recipient, by license or otherwise, in or to any Confidential Information, or any patent, copyright or other intellectual property or proprietary rights of Disclosing Party.

5.              Confidential Information As Is. Receiving Party acknowledges and agrees that nothing herein requires the disclosure of any Confidential Information by Disclosing Party.  Without limiting the foregoing, to the extent that Disclosing Party provides any Confidential Information, it is being provided solely for informational purposes.  DISCLOSING PARTY IS PROVIDING ALL CONFIDENTIAL INFORMATION “AS IS.” Without limiting the foregoing, Disclosing Party shall have no obligation to update any information provided by Disclosing Party.  Receiving Party acknowledges that Disclosing Party makes no, and shall have no liability for any, representation or warranty, express or implied, to Receiving Party or any Recipient as to the accuracy or completeness of any Confidential Information, and Receiving Party releases and holds harmless Disclosing Party, all of its Affiliates and all of their agents, representatives, investors, shareholders, employees, directors, officers and Logic Las Vegas, LLC, a Nevada limited liability company (f/k/a Logic LV Brokerage, LLC) (“Broker”) from and against any and all liability with respect thereto, and any and all actions, suits, claims, demands, losses, costs, and expenses (including attorneys’ fees and disbursements) arising out of or in any way related to the use or further distribution of the information supplied in accordance with the terms of this Agreement.  Further, by signing this Agreement, Receiving Party acknowledges and agrees it has reviewed and accepts in all respects the Disclaimer Regarding Information attached hereto as Exhibit A.

6.              No Obligation to Enter Into Transaction. Neither Party is under any obligation to pursue any Transaction. Neither Party makes any representation or warranty to the other Party about the suitability or feasibility of any Transaction or proposed Transaction. Nothing contained in this Agreement shall be deemed to create a business or employment relationship between the Parties or obligate either Party to enter into further discussions and/or agreements with each other except as provided in any definitive agreements between the Parties.

7.              Non-Solicitation of Employees.  Receiving Party agrees that, for a period of twenty-four (24) months after the date hereof, neither it nor any Recipient will, without the prior written consent of Disclosing Party, in its sole discretion, directly or indirectly solicit to hire, as an employee or consultant, any persons employed by Disclosing Party, any of its Affiliates or any of their respective property managers or management companies (each, a “Disclosing Company“) with whom it has contact as part of its evaluation of a Transaction or whose identity was derived from the Confidential Information; provided, however, that nothing contained herein shall be construed to prohibit Receiving Party or any Recipient from (a) placing general advertisements for employment, (b) hiring employees or former employees of a Disclosing Company who contact Receiving Party of their own accord, or (c) recruiting through employment agencies (so long as neither Receiving Party nor any Recipient directs such agencies to solicit a Disclosing Company’s employees).

8.              Non-Solicitation of Customers.  Receiving Party will not, and shall not permit any Recipient to, in any manner encourage or induce customers, franchisees, licensees, tenants, suppliers, or other commercial relationships of any Disclosing Company to terminate or otherwise alter their relationship with any Disclosing company for a period of twenty-four (24) months after the date of this Agreement.

9.              Equitable Relief. Receiving Party acknowledges that the unauthorized use or disclosure of the Confidential Information would cause Disclosing Party to incur irreparable harm and significant damages, the degree of which may be difficult to ascertain. Accordingly, Receiving Party, on behalf of itself and all Recipients, agrees that Disclosing Party will have the right to obtain immediate equitable relief, including injunctions and specific performance, which equitable relief shall be in addition to any other rights and remedies that Disclosing Party may have at law or otherwise. Without prejudice to any other rights or remedies that Disclosing Party may have with respect to any breach by Receiving Party or any Recipient, Receiving Party, on behalf of itself and all Recipients hereby acknowledges and agrees that (i) it is not aware of and will not seek to advance any reason, including that Disclosing Party has not suffered irreparable harm, why Disclosing Party should not be entitled to the remedies of injunction, specific performance, and other equitable relief for any threatened or actual breach of the terms of this Agreement by Receiving Party or any Recipient, and (ii) no proof of special damages shall be necessary for the enforcement of the terms of this Agreement.

10.           Indemnification. Receiving Party agrees to defend, indemnify, and hold harmless Disclosing Party, its Affiliates and all of their respective owners, employees, managers, officers, agents, consultants, attorneys, investors and lenders from and against any and all claims, demands, liabilities, damages costs and expenses, including reasonable attorneys’ fees, resulting from the breach of this Agreement by Receiving Party or any Recipient.

11.           Brokers.  The Parties acknowledge and agree that (i) this Section 11 contains two parts (A) and (B), and (ii) it is the intention of the parties that Receiving Party will be bound by one, but not more than one, of part (A) and part (B).  Part (A) shall apply if the Receiving Party is a principal in the Transaction.  Part (B) shall apply in all instances in which the Receiving Party is not a principal in the Transaction.

(A)  Receiving Party represents and warrants that it is acting as a principal in the Transaction.   Receiving Party acknowledges and agrees that it shall not seek a real estate commission from Disclosing Party, its Affiliates or Broker.  Receiving Party acknowledges that Broker is acting on behalf of Disclosing Party, as its exclusive agent in connection with the sale of the Property. Should Receiving Party elect to have representation by a co-broker, Receiving Party agrees that Disclosing Party shall have no liability or obligation whatsoever for any fees earned by or owed to any co-broker retained by Receiving Party in connection with the Transaction, and any such fees that may become earned by or owed to any such co-broker, if any, shall be paid by Broker, if at all, pursuant to a separate written agreement between Broker and such co-broker, and solely to the extent provided therein.

(B)  Receiving Party represents and warrants that (i) it is not acting as a principal in the Transaction; (ii) it is entering into this agreement on behalf of a principal in the Transaction; (iii) it holds a current and valid brokerage or similar license which entitles it to legally represent a principal in the Transaction; (iv) this Agreement does not give Receiving Party the right to receive any fees or other compensation (collectively, a “Commission”) in connection with or relating to the Property or the Transaction; (v) other than this Agreement, it has not entered into any agreement with Disclosing Party or its Affiliates; (vi) it has not entered into any agreement with Broker relating in any way to the Property or the Transaction; (vii) it has no right to receive any Commission from Disclosing Party or its Affiliates; and (viii) it has no right to receive any Commission from Broker except to the extent and solely to the extent provided in the last sentence of this Section 11(B). Receiving Party acknowledges and agrees that (x) it shall not seek a Commission from Disclosing Party or its Affiliates, and (y) neither Disclosing Party nor any of its Affiliates shall have any liability or obligations whatsoever for any Commission that may become earned by or owed to Receiving Party.  Receiving Party further acknowledges and agrees that it shall not seek a Commission from Broker nor shall Broker have any liability or obligations whatsoever for any Commission that may become earned by or owed to Receiving Party except, in each case, to the extent, and solely to the extent, that on or after the date hereof, and without any obligation to do so, Receiving Party and Broker, each in its sole and absolute discretion, enters into a written agreement, fully executed by Receiving Party and Broker, which expressly provides for the payment by Broker of a Commission to Receiving Party in connection with the Transaction.

12.           Choice of Law. This Agreement will be construed, interpreted, and applied in accordance with the internal laws of the State in which the Property is located (excluding its body of law controlling conflicts of law). The Parties agree that for purposes of venue and jurisdiction, any disputes, issues, enforcement and/or all other matters concerning this Agreement will be determined only in the federal or state courts located in the County in which the Property is located, and each Party irrevocably submits and consents to such court’s jurisdiction. Receiving Party, on behalf of itself and all Recipients waives any requirement that Disclosing Party prove the economic value of any Confidential Information or post a bond or other security in connection with the enforcement of its rights hereunder.

13.           Notices Required in Writing. All notices, requests and other communications required to be given under this Agreement must be in writing, and must be mailed by overnight mail, delivered by hand, or emailed (with a second copy to be sent by overnight mail or hand delivery within one (1) Business Day following the sending of the email notice) to the Party to whom such notice is required or permitted to be given. Any such notice will be considered to have been given: (a) upon delivery or attempted delivery if sent by overnight courier, (b) upon acceptance or rejection if sent by hand delivery or (c) if sent by email, on the day when sent if sent prior to 5:00 pm (in the county in which the Property is located) on a business day, and otherwise on the next succeeding business day, in each case, so long as the sender does not receive, within a reasonable time after transmission, any electronic message or other indication that the transmission was unsuccessful; or the day it is delivered by hand. The mailing address for notice to either Party will be the address set forth in the Preamble of this Agreement. Either Party may change its mailing address upon ten (10) days prior notice as provided by this Section 13.

14.           Successors and Assigns. Disclosing Party has the right to assign or transfer any or all of its rights and responsibilities under this Agreement to another Person. Receiving Party may not assign or transfer any of its rights and responsibilities under this Agreement without the prior written consent of Disclosing Party, which consent may be withheld in its sole and absolute discretion. This Agreement will be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.

15.           No Agency or Partnership Created. This Agreement does not create any agency or partnership relationship between the Parties.

16.           Severability and Reformation. The provisions, or portions thereof, of this Agreement will be deemed severable, and the invalidity or unenforceability of any one or more of the provisions, or portions thereof, will not affect the validity or enforceability of any one or more of the other provisions, or portions thereof, herein. If any provisions, or portions thereof, of this Agreement are deemed to exceed the time, geographic, or scope limitations permitted by applicable law, then such provisions, or portions thereof, shall be reformed to the maximum time, geographic, or scope limitations permissible. Disclosing Party expressly reserves the right to limit the scope of these covenants unilaterally.

17.           No Modification Unless in Writing. Any amendments or modifications to this Agreement must be made in writing and signed by both Parties.

18.           Entire Agreement. This Agreement contains the entire agreement and understanding by and between Disclosing Party and Receiving Party with respect to the subject matter of this Agreement and supersedes all prior agreements, understandings and communications, oral or written, between the Parties regarding the subject matter of this Agreement.  The failure of any party in any one or more instances to insist upon strict performance of any terms or provisions of this Agreement, or to exercise any option herein conferred, shall not be construed as a waiver or relinquishment to any extent of the right to assert or rely upon any such terms, provisions or options on any future occasion.

19.           Interpretation.  The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. As used in this Agreement, (a) whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms; (b) the words “include,” “includes”, “including” and “such as” shall be deemed to be followed by the phrase “without limitation” and shall be deemed to refer to all other items or matters that could reasonably fall within the broadest possible scope of such statement, term or matter; (c) the word “will” is to be construed to have the same meaning and effect as the word “shall” and unless otherwise expressly provided is to be interpreted as being mandatory; (d) the words “herein,” “hereof” and “hereunder,” and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof; and (e) any reference herein to any Person shall be construed to include such Person’s heirs, legal representatives, executors, successors and assigns.

20.           Rules of Construction.  The provisions of this Agreement shall be construed as a whole according to their common meaning, not strictly for or against any Party and consistent with the provisions herein contained, in order to achieve the objectives and purposes of this Agreement.  Without limiting the foregoing, this Agreement shall be construed as though drafted by all of the Parties and shall not be construed against or in favor of any Party.

21.           Headings.  The section and other headings contained in this Agreement are for reference purposes only and shall not control or affect the construction of this Agreement or the interpretation thereof in any respect.

22.           Counterparts.  This Agreement may be executed and delivered in any number of counterparts (including by electronic means such as facsimile, email, .pdf and/or any electronic signature process complying with the U.S. federal ESIGN Act of 2000), each of which when so executed and delivered will be deemed an original, but all such counterparts together will constitute one and the same instrument.  Each party waives any defenses based upon the absence of manually executed original counterparts of this Agreement. An executed copy of this Agreement can be obtained from Broker at Receiving Party’s request.

IN WITNESS WHEREOF, Receiving Party has executed this Agreement as of the date indicated herein.

EXHIBIT A

DISCLAIMER REGARDING INFORMATION

All information provided by or on behalf of Disclosing Party in connection with the Transaction (the “Information”) has been prepared or provided solely as a courtesy so that Receiving Party will have general information concerning the business and historical operating results of, and other material facts relating to, the Property.

The Information provided was obtained from various sources and prepared by various consultants and third parties engaged by Disclosing Party.  Although certain materials were prepared based on the available books and records relating to the Property, all parties receiving the Information are hereby notified that (1) the Property, including, without limitation, the sale thereof, is subject to probate proceedings, (2) the current owners and managers of the Disclosing Party (a) have virtually no first-hand knowledge of matters regarding the Property, (b) have been provided with limited, and, at times unreliable, information regarding the Property and its prior management, and (c) have no ability to verify the accuracy of any  books,  records or other information relating to the Property. Accordingly, Disclosing Party has not made and will not make any representations or warranties of any kind or nature with respect to any of the Information, and Disclosing Party expressly disclaims any and all liability based, in whole or in part, on any representations or warranties, express or implied, relating to or contained in any of the Information provided.

The Information does not purport to contain all of the information that may be required to evaluate the factors that are relevant to Receiving Party in its evaluation of the Transaction.  Receiving Party will be allowed, if and when authorized by Disclosing Party, to conduct a comprehensive due diligence review of the business and historical operating results of the Property, including discussions with Disclosing Party’s management. Receiving Party will be required to rely only upon its own due diligence review in making any decision regarding the Transaction and not on any statement or information provided by or on behalf of Disclosing Party, or its affiliates, constituents, officers, members, partners, employees, agents or contractors (“Seller Parties”).

The Information may include certain projections and forward-looking statements with respect to anticipated future performance of the Property. Such projections and forward- looking statements reflect various assumptions of Disclosing Party’s management concerning the future performance of the businesses and the Property, which assumptions may prove to be incorrect. Actual results may vary from the anticipated results, and such variations may be material. No representations or warranties of any kind or nature are made by any of the Seller Parties, including, but not limited to, with respect to the accuracy or reasonableness of such assumptions or the projections or forward-looking statements based thereon.

By proceeding to execute the Agreement to which this disclaimer is attached, each Receiving Party, for itself and for its successors and assigns, hereby acknowledges, agrees to and confirms all of the foregoing, and agrees that the Seller Parties are under no duty to make any current or future representations, warranties, affirmative disclosures or inquiry regarding any matter which may or may not be known to any Seller Parties, and hereby expressly waives and releases each Seller Party from any such duty that otherwise might exist.