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of applicable bankruptcy, insolvency, reorganization, or other similar laws affecting the rights of <br />creditors generally. <br />(iii) AS -IS. THE AGENCY ACKNOWLEDGES AND AGREES THAT, <br />OTHER THAN THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS <br />AGREEMENT, VINCI MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS <br />OR IMPLIED, AS TO THE VINCI PROPERTY, THE LEASED PREMISES OR THE <br />ERICKSON PROPERTY. IT IS UNDERSTOOD AND AGREED THAT, WITH RESPECT <br />TO THE PHYSICAL CONDITION OF THE VINCI PROPERTY, THE VINCI PROPERTY IS <br />BEING SOLD AND CONVEYED HEREUNDER AND, UPON THE CLOSING, THE <br />AGENCY AGREES TO ACCEPT THE VINCI PROPERTY "AS IS," "WHERE IS" AND <br />"WITH ALL FAULTS" AND SUBJECT TO ANY CONDITION WHICH MAY EXIST, <br />WITHOUT ANY REPRESENTATION OR WARRANTY BY VINCI EXCEPT AS <br />EXPRESSLY SET FORTH IN THIS AGREEMENT. OTHER THAN THE <br />REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS AGREEMENT, THE <br />AGENCY HEREBY EXPRESSLY ACKNOWLEDGES AND AGREES THAT THE AGENCY <br />IS RELYING SOLELY UPON ITS INSPECTIONS, EXAMINATION, AND EVALUATION <br />OF THE VINCI PROPERTY BY THE AGENCY IN PURCHASING THE VINCI PROPERTY <br />ON AN "AS IS," "WHERE IS" AND "WITH ALL FAULTS" BASIS. <br />G. Covenants of Vinci Prior to Closine. During the period from the date of mutual <br />execution of this Agreement until the earlier of (a) Close of Escrow or (b) the termination of this <br />Agreement, Vinci shall, in addition to the covenants set forth elsewhere in this Agreement: <br />(i) Maintain adequate insurance coverage for the Vinci Property; <br />(ii) Not permit or suffer to exist any encumbrance, charge or lien to be placed <br />or claimed upon the Vinci Property; <br />(iii) Not execute any lease in the Improvements or on the Leased Premises or <br />amend, modify, renew, extend or terminate the Erickson Lease without the prior written consent <br />of the Agency, which consent may be withheld in the Agency's sole and absolute discretion; <br />(iv) Not enter into any service, management or other contract relating to the <br />Vinci Property which will survive the Close of Escrow without the prior written consent of the <br />Agency, which consent may be withheld in the Agency's sole and absolute discretion; <br />(v) Continue to operate and maintain the Leased Premises as an automobile <br />dealership consistent with SD 60 zoning requirements; <br />(vi) Promptly notify the Agency in writing if any of the representations and <br />warranties set forth in this Agreement are no longer true and correct; <br />(vii) Not sell, convey, assign, transfer, encumber or otherwise dispose of the <br />Vinci Property, including, without limitation, the Erickson Lease, the Improvements, the Mr. J's <br />Business or any part thereof or interest therein, and shall not, without the prior written consent of <br />the Agency, make any modifications or alterations to the Vinci Property or the Erickson <br />Property; <br />-7- <br />600090435v6 <br />8 -121 <br />