PREMISES OR THE PERSONAL PROPERTY OR
THE AREAS SURROUNDING THE PREMISES, AS TO ANY MATTER, INCLUDING WITHOUT
LIMITATION AS TO ANY PERMITTED USE THEREOF, THE ZONING CLASSIFICATION THEREOF OR
COMPLIANCE THEREOF WITH FEDERAL, STATE OR LOCAL LAWS, AS TO THE INCOME OR
EXPENSE IN CONNECTION THEREWITH, OR AS TO ANY OTHER MATTER IN CONNECTION
THEREWITH. BUYER ACKNOWLEDGES THAT NEITHER SELLER, OR ANY AGENT OR EMPLOYEE OF
SELLER NOR ANY OTHER PARTY ACTING ON BEHALF OF SELLER HAS MADE OR SHALL BE
DEEMED TO HAVE MADE ANY SUCH AGREEMENT, CONDITION, REPRESENTATION OR WARRANTY
EITHER EXPRESSED OR IMPLIED. THIS PARAGRAPH SHALL SURVIVE CLOSING, AND SHALL BE
DEEMED INCORPORATED BY REFERENCE AND MADE A PART OF ALL DOCUMENTS DELIVERED BY
SELLER TO BUYER IN CONNECTION WITH THE SALE OF THE PREMISES AND THE PERSONAL
PROPERTY.
(b) CHANGE OF CONDITIONS. BUYER SHALL ACCEPT THE PREMISES AND THE PERSONAL
PROPERTY AT THE TIME OF CLOSING IN THE SAME CONDITION AS THE SAME ARE AS OF THE
EXPIRATION OF THE INSPECTION PERIOD, AS SUCH CONDITION SHALL HAVE CHANGED BY
REASON OF NORMAL WEAR AND TEAR, DAMAGE BY FIRE OR OTHER CASUALTY AND VANDALISM.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, BUYER SPECIFICALLY
ACKNOWLEDGES THAT THE FACT THAT ANY PORTION OF THE PREMISES OR THE PERSONAL
PROPERTY OR ANY EQUIPMENT OR MACHINERY THEREIN OR ANY PART THEREOF MAY NOT BE IN
WORKING ORDER OR CONDITION AT THE CLOSING DATE BY REASON OF NORMAL WEAR AND TEAR
OR DAMAGE BY FIRE OR OTHER CASUALTY OR VANDALISM, OR BY REASON OF ITS PRESENT
CONDITION, SHALL NOT RELIEVE BUYER OF ITS OBLIGATION TO COMPLETE CLOSING UNDER
THIS AGREEMENT AND PAY THE FULL PURCHASE PRICE, EXCEPT AS OTHERWISE PROVIDED IN
PARAGRAPH 14. NOTWITHSTANDING THAT, EXCEPT AS PROVIDED IN SUBPARAGRAPH (d)
BELOW, SELLER HAS NO OBLIGATION TO MAKE ANY REPAIRS OR REPLACEMENTS REQUIRED BY
REASON OF NORMAL WEAR AND TEAR, FIRE OR OTHER CASUALTY, OR VANDALISM, SELLER
MAY, AT ITS OPTION, MAKE ANY SUCH REPAIRS AND REPLACEMENTS PRIOR TO THE CLOSING
DATE IF SELLER BELIEVES SUCH REPAIRS AND REPLACEMENTS ARE NECESSARY, DESIRABLE
OR LEGALLY REQUIRED TO PROTECT THE PREMISES AND THE PERSONAL PROPERTY.
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(c) Condition of Delivery. Seller has, subject to subparagraph (d) below no
obligation to deliver the Premises in a "broom clean" condition if it is
currently not in broom clean condition, and at closing Seller may leave in the
Premises all items of personal property and equipment, partitions and debris as
are now presently therein.
(d) Seller Operation of the Premises. Between the date of the execution of this
Agreement and the Closing Date, Seller shall make all scheduled payments of
principal and interest due on the Existing Loan, shall continue to lease and
operate the Premises in a manner consistent with leasing and operation on the
date of this Agreement, and shall perform all customary repairs to the Premises
and the Personal Property as Seller has customarily previously performed to
maintain them in the same condition or better as they are as of the