a counterpart to the assignment and assumption agreement and bill of sale in the form of [Exhibit A] (the “Assignment and Assumption Agreement and Bill of Sale”), duly executed by Seller;

Bill of Sale and Assignment and Assumption Agreement. A Bill of Sale and Assignment and Assumption (the “Assignment”) in the form attached to this Agreement as Exhibit “C”, for the Property.

Exhibit # Assignment and Assumption Agreement and Bill of Sale

Assignment and Bill of Sale. Seller hereby represents and warrants that it currently holds title to the FF&E free and clear of any liens or encumbrances. As of the Delivery Date, Seller hereby conveys, assigns, grants, transfers, quitclaims, releases, and delivers the FF&E to Buyer, and its successors and assigns. Seller conveys the FF&E to Buyer on an “as is, where is, with all faults” basis. Except as set forth herein, Seller makes no representation or warranty to Buyer of any kind or nature whatsoever, express or implied, regarding the FF&E or the fitness of the FF&E for any particular use or purpose.

Bill of Sale and Assignment and Assumption Agreement. Seller shall have delivered to Purchaser a Bill of Sale and Assignment and Assumption Agreement in form and substance reasonably acceptable to Purchaser and Seller (the “Bill of Sale”), executed by Seller.

Bill of Sale, Assignment and Assumption. A Bill of Sale, Assignment and Assumption of Leases and Contracts in the form of [Exhibit C] attached hereto (the "Assignment"), executed by Seller, vesting in Purchaser, without warranty, Seller's right, title and interest in and to the property described therein free of any claims;

“Bill of Sale, Assignment and Assumption Agreement” means the Bill of Sale, Assignment and Assumption Agreement between Buyer and Seller in the form attached hereto as [Exhibit A].

Bill of Sale, Assignment and Assumption.The Assignment, executed by

“Bill of Sale, Assignment and Assumption Agreement” means the bill of sale and assignment and assumption agreement in the form of Exhibit A hereto.

Bill of Sale and Assignment and Assumption Agreement. Purchaser shall have delivered to Seller the Bill of Sale, executed by Purchaser.