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2015 0049; deed, subject to all real estate taxes, installments of special assessments, easements, restrictions, covenants and conditions of record, except that delinquent real property taxes and special assessments, and any mortgage or liens, including potential mechanic's liens or other liens outstanding on the Property, shall be discharged from the proceeds payable by Developer hereunder. Real property taxes becoming delinquent in the year of Closing shall be deemed current and shall be prorated as of the date of Closing. The costs of Closing and a standard owner's policy of title insurance shall be split equally between Developer and Owner at closing. 5. Termination. The Repurchase Option will terminate either as described in Section 2. "Repurchase Option Expiration," or through Owner's completed construction of the Candlewood Suites Hotel. Upon termination of the option to purchase, Developer agrees to duly execute and deliver freely, without charge, to Owner a release (properly executed, acknowledged and in recordable form) of such option right in any interest of Developer in the Property arising out of such terminated option right. 6. Condition of Property. Developer agrees that acquisition of the Property pursuant to the Option shall be solely on an "As Is, Where Is" basis and condition, and without reliance upon any representation, warranty, opinion or statement of Owner or any agent of Owner; and that other than the warranty of title under the deed contemplated under Section 4, neither Owner nor any agents, representatives or employees of Owner shall be deemed to have made any representations or warranties, express or implied, verbal or written, with respect to any aspect of the Property (including, without limitation, the physical and environmental condition of the Property and the subsurface conditions of the soil and water) or its fitness for any particular use. Owner shall have no obligation to modify or make any changes to the condition of the Property, including no obligation to return the Property to the condition that existed at the time acquired by Owner from Developer. 7. Binding Effect. Subject to the provisions hereof regarding assignment, this Agreement shall be binding upon and inure to the benefit of the Owner of the Property and the Developer and their respective successors and assigns. 8. Amendment. Neither this Agreement nor any term or provisions hereof may be changed, waived, discharged, amended or modified orally, or in any manner other than by an instrument in writing signed by all of the Parties hereto. 9. Costs and Attorneys' Fees. If any party hereto shall bring any suit or other action against another for relief, declaration or otherwise, arising out of this Agreement, the losing party shall indemnify the prevailing party for all of its reasonable costs and expenses, including such sum as the court may determine to be reasonable attorneys' fees. 10. Time. Time is of the essence with respect to the option term. 11. Governing Law. This Agreement shall be governed by, construed and enforced in accordance with the laws of the State of Nebraska, without giving effect to principles and provisions thereof relating to conflict or choice of laws. Venue for any action under this Agreement shall lie in Nebraska. 3