Common use of No Other Warranties and Representations Clause in Contracts

No Other Warranties and Representations. EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT OR IN ANY OF THE OTHER CLOSING DOCUMENTS OR INSTRUMENTS DELIVERED BY SELLER AT CLOSING, SELLER HAS NOT MADE, MAKES OR HAS AUTHORIZED ANYONE TO MAKE, ANY WARRANTY OR REPRESENTATION AS TO THE LEASES, THE CONTRACTS, ANY WRITTEN MATERIALS DELIVERED TO PURCHASER, THE PERSONS PREPARING SUCH MATERIALS, THE PRESENT OR FUTURE PHYSICAL CONDITION, DEVELOPMENT POTENTIAL, ZONING, BUILDING OR LAND USE LAW OR COMPLIANCE THEREWITH, THE OPERATION, INCOME GENERATED BY, OR ANY OTHER MATTER OR THING AFFECTING OR RELATING TO THE GOLF COURSE OR ANY MATTER OR THING PERTAINING TO THIS AGREEMENT. PURCHASER EXPRESSLY ACKNOWLEDGES THAT NO SUCH WARRANTY OR REPRESENTATION HAS BEEN MADE BY SELLER OR ITS AGENTS, BROKERS OR REPRESENTATIVES, OR BY ANY OTHER PERSON ACTING OR PURPORTING TO ACT ON BEHALF OF SELLER, AND THAT PURCHASER IS NOT RELYING ON ANY WARRANTY OR REPRESENTATION WHATSOEVER OTHER THAN AS IS EXPRESSLY SET FORTH IN THIS ARTICLE 11 OR IN ANY OF THE CLOSING DOCUMENTS ATTACHED AS EXHIBITS HERETO. PURCHASER EXPRESSLY UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT IT IS ACQUIRING AND ACCEPTING THE GOLF COURSE “AS IS WITH ALL FAULTS” AND IN ITS CONDITION ON THE DATE OF CLOSING SUBJECT ONLY TO THE EXPRESS PROVISIONS OF THIS AGREEMENT AND THE OTHER CLOSING DOCUMENTS AND INSTRUMENTS.

No Other Warranties and Representations. EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT OR IN ANY OF THE OTHER CLOSING DOCUMENTS OR INSTRUMENTS DELIVERED BY SELLER AT CLOSINGExcept as specifically set forth in this Article XI or the Closing Documents, Seller has not made or authorized anyone to make, any warranty or representation as to the Leases, leasing commission agreements, any contracts, any written materials delivered to Purchaser, the persons preparing such materials, the truth, accuracy or completeness of such materials, the present or future physical condition, development potential, zoning, building or land use law or compliance therewith, the operation, income generated by, or any other matter or thing affecting or relating to the Property or any matter or thing pertaining to this Agreement or the Property. Purchaser expressly acknowledges that no such warranty or representation has been made and that Purchaser is not relying on any warranty or representation whatsoever other than as is expressly set forth in this Article XI or the Closing Documents. Purchaser shall accept the Property “as is”, “where is” and “with all faults” and in its condition on the date of Closing, subject only to the representations and warranties of Seller expressly set forth in this Agreement or the Closing Documents, and Purchaser hereby acknowledges and agrees that, except for such representations and warranties of Seller herein or in the Closing Documents, SELLER HAS NOT MADE, MAKES DOES NOT MAKE AND SPECIFICALLY NEGATES AND DISCLAIMS ANY REPRESENTATIONS, WARRANTIES OR HAS AUTHORIZED ANYONE TO MAKEGUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT, FUTURE OR OTHERWISE, OF, OR AS TO, THE CONDITION, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROPERTY, INCLUDING WITHOUT LIMITATION ANY WARRANTY OR REPRESENTATION AS TO THE LEASES, THE CONTRACTS, ANY WRITTEN MATERIALS DELIVERED TO PURCHASER, THE PERSONS PREPARING SUCH MATERIALS, THE PRESENT OR FUTURE PHYSICAL CONDITION, DEVELOPMENT POTENTIAL, ZONING, BUILDING OR LAND USE LAW OR COMPLIANCE THEREWITH, THE OPERATION, INCOME GENERATED BY, OR ANY OTHER MATTER OR THING AFFECTING OR RELATING TO THE GOLF COURSE CONDITION OF THE PROPERTY, ITS SUITABILITY FOR PURCHASER’S PURPOSES OR ANY MATTER THE STATUS OF THE PROPERTY’S MAINTENANCE OR THING PERTAINING TO THIS AGREEMENT. PURCHASER EXPRESSLY ACKNOWLEDGES THAT NO SUCH WARRANTY OPERATION OR REPRESENTATION HAS BEEN MADE BY SELLER OTHERWISE CONCERNING OR ITS AGENTS, BROKERS OR REPRESENTATIVES, OR BY ANY OTHER PERSON ACTING OR PURPORTING TO ACT ON BEHALF OF SELLER, AND THAT PURCHASER IS NOT RELYING ON ANY WARRANTY OR REPRESENTATION WHATSOEVER OTHER THAN AS IS EXPRESSLY SET FORTH IN THIS ARTICLE 11 OR RELATING IN ANY OF THE CLOSING DOCUMENTS ATTACHED AS EXHIBITS HERETO. PURCHASER EXPRESSLY UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT IT IS ACQUIRING AND ACCEPTING THE GOLF COURSE “AS IS WITH ALL FAULTS” AND IN ITS CONDITION ON THE DATE OF CLOSING SUBJECT ONLY WAY TO THE EXPRESS PROVISIONS OF THIS AGREEMENT AND THE OTHER CLOSING DOCUMENTS AND INSTRUMENTSPROPERTY. Subject to the representations and warranties of Seller expressly set forth in this Agreement or the Closing Documents, upon Closing, Purchaser, for itself and its successors and assigns, hereby waives and releases Seller, its affiliates and their officers, directors, members, employees, and agents (collectively, the “Seller Parties”) from any and all contractual, statutory, common law, and/or other liabilities, obligations, claims or causes of action, known or unknown, that Purchaser or its successors and assigns may be entitled to assert against any of the Seller Parties arising in whole or in part of, or relating or connected in any way to, the condition of the Property, including, but not limited to, any such liabilities, obligations, claims or causes of action based in whole or in part upon any applicable federal, state or local environmental law, ordinance, rule or regulation or the environmental condition of the Property. The releases pursuant to this Section 11.3.1 shall survive the Closing hereunder, without limitation by the provisions of Section 16.8 hereof, and shall not be merged into any deed or other document delivered at or in connection with the Closing. Purchaser hereby specifically acknowledges that Purchaser has carefully reviewed this Section 11.3.1 and has discussed its import with legal counsel and that the provisions of this Section 11.3.1 are a material part of this Agreement. Seller has not made, does not make, and has not authorized anyone else to make any representation not set forth in Section 11.1 of this Agreement.

No Other Warranties and Representations. EXCEPT FOR (i) THE REPRESENTATIONS EXPRESSLY PROVIDED BY SELLER IN THIS ARTICLE 11, (ii) THE WARRANTY OF TITLE INCLUDED IN THE DEED, AND, (iii) DURING THE PENDENCY OF THIS AGREEMENT, BUT ONLY DURING THE PENDENCY OF THIS AGREEMENT, THE COVENANTS INCLUDED IN THIS AGREEMENT, PURCHASER AGREES (I) THAT IT IS PURCHASING THE PROPERTY ON AN “AS-IS, WHERE-IS” AND “WITH ALL FAULTS” BASIS AND BASED EXCLUSIVELY ON ITS OWN EXPERTISE AND THAT OF PURCHASER’S CONSULTANTS AND/OR ON ITS OWN INVESTIGATION AND EXAMINATION OF THE PROPERTY, (II) THAT NEITHER SELLER NOR SELLER’S EMPLOYEES, OFFICERS, DIRECTORS, TRUSTEES, PRINCIPALS, AGENTS, CONSULTANTS, AFFILIATES, PARENTS, BROKERS, PROPERTY MANAGERS, ASSET MANAGERS, ATTORNEYS, CONTRACTORS, AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS (COLLECTIVELY, “REPRESENTATIVES”) HAVE MADE, AND SELLER AND SELLER’S REPRESENTATIVES DO NOT MAKE AND SPECIFICALLY NEGATE AND DISCLAIM ANY WARRANTY, REPRESENTATION, COVENANT, AGREEMENT OR GUARANTEE OF ANY KIND OR CHARACTER WHETHER EXPRESS, IMPLIED OR STATUTORY, WRITTEN OR ORAL, PAST, PRESENT OR FUTURE, OF, AS SPECIFICALLY TO, CONCERNING OR WITH RESPECT TO ANY MATTER PERTAINING TO THE PROPERTY INCLUDING WITHOUT LIMITATION: (A) THE VALUE OF PROPERTY; (B) ANY INCOME TO BE DERIVED FROM THE PROPERTY; (C) THE SUITABILITY OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER MAY CONDUCT THEREON, INCLUDING THE POSSIBILITIES FOR FUTURE DEVELOPMENT OF THE PROPERTY; (D) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROPERTY; (E) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR ON THE PROPERTY; (F) THE NATURE, QUALITY OR CONDITION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, WATER, WATER RIGHTS, SOIL, OR GEOLOGICAL CONDITIONS; (G) THE COMPLIANCE OF OR BY SELLER, THE PROPERTY, OR ITS OPERATION WITH ANY CODES, LAWS, RULES, ORDINANCES, REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY INCLUDING WITHOUT LIMITATION ANY APPLICABLE ZONING OR BUILDING REQUIREMENTS; (H) THE NATURE, MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS INCORPORATED INTO THE PROPERTY INCLUDING, WITHOUT LIMITATION, ANY LATENT OR PATENT DEFECTS; (I) THE DESIGN OF THE PROPERTY, INCLUDING WITHOUT LIMITATION THE SPECIFICATION OF ANY MATERIALS OR PRODUCTS INCORPORATED INTO OR USED IN CONNECTION WITH THE CONSTRUCTION OF THE PROPERTY; (J) COMPLIANCE WITH ANY ENVIRONMENTAL, HEALTH, SAFETY OR LAND USE LAWS, RULES, REGULATIONS, ORDERS, CODES OR REQUIREMENTS, INCLUDING, BUT NOT LIMITED TO, THE AMERICANS WITH DISABILITIES ACT OF 1990, THE FEDERAL WATER POLLUTION CONTROL ACT, THE FEDERAL RESOURCE CONSERVATION AND RECOVERY ACT, THE U.S. ENVIRONMENTAL PROTECTION AGENCY REGULATIONS AT 40 CFR, PART 261, THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION AND LIABILITY ACT OF 1980, AS AMENDED (“CERCLA”), THE RESOURCE CONSERVATION AND RECOVERY ACT OF 1976, THE CLEAN WATER ACT, THE SAFE DRINKING WATER ACT, THE HAZARDOUS MATERIALS TRANSPORTATION ACT, THE TOXIC SUBSTANCE CONTROL ACT, AND REGULATIONS PROMULGATED UNDER ANY OF THE FOREGOING (COLLECTIVELY, “ENVIRONMENTAL LAWS”); (K) THE PRESENCE OR ABSENCE OF “HAZARDOUS MATERIALS” (AS DEFINED BELOW) AT, ON, OR UNDER THE PROPERTY OR ANY PROPERTY NEAR OR ADJACENT TO THE PROPERTY; (L) THE PRESENCE OR ABSENCE OF ANY UNDERGROUND STORAGE TANKS ON THE PROPERTY OR ON PROPERTY ADJACENT TO OR NEAR THE PROPERTY; (M) THE CONTENT, COMPLETENESS OR ACCURACY OF ANY OF THE PROPERTY INFORMATION (AND ANY OTHER DOCUMENTS AND INFORMATION GIVEN TO OR REVIEWED BY PURCHASER), THE OFFERING, IF ANY, PREPARED BY ANY BROKER, OR ANY OTHER MATERIALS RELATED TO PURCHASER’S INSPECTION OF THE PROPERTY, OR ANY PRELIMINARY REPORTS, TITLE COMMITMENTS, OR OTHER REPORTS OR DOCUMENTS REGARDING TITLE TO THE PROPERTY; (N) THE TENANT OCCUPANCY LEVEL AT THE PROPERTY; (O) DEFICIENCY OF ANY UNDERSHORING; (P) DEFICIENCY OF ANY DRAINAGE; (Q) THE FACT THAT ALL OR A PORTION OF THE PROPERTY MAY BE LOCATED IN OR NEAR ANY FLOOD AREA OR ZONE OR WETLANDS; (R) THE EXISTENCE OF VESTED LAND USE, ZONING OR BUILDING ENTITLEMENTS AFFECTING THE PROPERTY (PURCHASER IS SOLELY RESPONSIBLE FOR OBTAINING ANY CERTIFICATION OF OCCUPANCY OR ANY OTHER APPROVAL OR PERMIT NECESSARY FOR TRANSFER OR OCCUPANCY OF THE PROPERTY); (S) THE SQUARE FOOTAGE OF THE PROPERTY OR THE CONFORMITY OF THE IMPROVEMENTS TO ANY PLANS OR SPECIFICATIONS FOR THE PROPERTY, INCLUDING ANY PLANS AND SPECIFICATIONS THAT MAY HAVE BEEN PROVIDED TO PURCHASER; AND (T) ANY OTHER MATTER RELATING TO THE PROPERTY OR TO THE DEVELOPMENT OR OPERATION OF THE PROPERTY. AS USED HEREIN, THE TERM “HAZARDOUS MATERIALS” SHALL MEAN ANY HAZARDOUS OR TOXIC MATERIALS, SUBSTANCES OR WASTES THAT ARE OR BECOME REGULATED BY ANY FEDERAL, STATE OR LOCAL GOVERNMENTAL AUTHORITY, INCLUDING, WITHOUT LIMITATION, (i) SUBSTANCES DEFINED AS “HAZARDOUS SUBSTANCES,” “HAZARDOUS MATERIALS” OR “TOXIC SUBSTANCES” IN ANY ENVIRONMENTAL LAWS; (ii) ANY MATERIALS, SUBSTANCES OR WASTES WHICH ARE TOXIC, IGNITABLE, RADIOACTIVE, CORROSIVE OR REACTIVE AND WHICH ARE REGULATED BY ANY STATE OR LOCAL GOVERNMENTAL AUTHORITY OR ANY AGENCY OF THE UNITED STATES OF AMERICA; (iii) ASBESTOS, MOLD, FUNGI, PETROLEUM AND PETROLEUM BASED PRODUCTS, UREA FORMALDEHYDE FOAM INSULATION, POLYCHLORINATED BIPHENYLS (PCBS), AND FREON AND OTHER CHLOROFLUOROCARBONS; AND (iv) THOSE SUBSTANCES DEFINED AS ANY OF THE FOREGOING IN THE REGULATIONS ADOPTED AND PUBLICATIONS PROMULGATED PURSUANT TO EACH OF THE AFORESAID LAWS. PURCHASER ACKNOWLEDGES THAT THE PURCHASE PRICE REFLECTS THE “AS-IS,” “WHERE-IS” NATURE OF THIS SALE AND ANY FAULTS, LIABILITIES, DEFECTS OR OTHER ADVERSE MATTERS THAT MAY BE ASSOCIATED WITH THE PROPERTY AND PURCHASER’S AGREEMENT TO PURCHASE THE PROPERTY “AS-IS” IS A MATERIAL INDUCEMENT TO SELLER TO AGREE TO SELL THE PROPERTY AT THE PURCHASE PRICE PROVIDED HEREIN. IN ADDITION, PURCHASER ACKNOWLEDGES THAT SELLER SHALL HAVE NO OBLIGATION TO CLOSE ANY OPEN OR EXPIRED PERMITS OR BRING THE PROPERTY INTO COMPLIANCE UNDER ANY APPLICABLE LEGAL REQUIREMENT, INCLUDING, WITHOUT LIMITATION, ANY CODE AND FIRE REGULATIONS OR VIOLATIONS. SELLER MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE TRUTH, ACCURACY, COMPLETENESS, METHODOLOGY OF PREPARATION OR OTHERWISE CONCERNING ANY ENGINEERING, PROPERTY CONDITION OR ENVIRONMENTAL REPORTS OR ANY OTHER MATERIALS, DATA OR OTHER INFORMATION SUPPLIED TO PURCHASER IN CONNECTION WITH PURCHASER’S INSPECTION OF THE PROPERTY (E.G., THAT SUCH MATERIALS ARE COMPLETE, ACCURATE OR THE FINAL VERSION THEREOF, OR THAT SUCH MATERIALS ARE ALL OF SUCH MATERIALS AS ARE IN SELLER’S POSSESSION), INCLUDING WITHOUT LIMITATION WITH RESPECT TO THE ORIGINAL SURVEY, PZR ZONING REPORT, NOVA PHASE I REPORT AND NOVA PROPERTY CONDITION REPORT. IT IS THE PARTIES’ EXPRESS UNDERSTANDING AND AGREEMENT THAT ANY MATERIALS THAT PURCHASER IS ALLOWED TO REVIEW ARE PROVIDED ONLY FOR PURCHASER’S CONVENIENCE IN MAKING ITS OWN EXAMINATION AND DETERMINATION PRIOR TO THE APPROVAL DATE AS TO WHETHER IT WISHES TO PURCHASE THE PROPERTY, AND, IN DOING SO, PURCHASER SHALL RELY EXCLUSIVELY ON ITS OWN INDEPENDENT INVESTIGATION AND EVALUATION OF EVERY ASPECT OF THE PROPERTY AND NOT ON ANY MATERIALS SUPPLIED BY SELLER. PURCHASER EXPRESSLY DISCLAIMS ANY INTENT TO RELY ON ANY SUCH MATERIALS PROVIDED TO IT BY SELLER, INCLUDING ANY ENGINEERING, PROPERTY CONDITION, ENVIRONMENTAL, TITLE, SURVEY, ZONING, OR OTHER REPORTS (OR DRAFT REPORTS) PROVIDED BY SELLER TO PURCHASER PRIOR TO THE EFFECTIVE DATE AND PURCHASER AGREES THAT IT SHALL RELY SOLELY ON ITS OWN INDEPENDENTLY DEVELOPED OR VERIFIED INFORMATION. WITHOUT LIMITING THE FOREGOING AND SUBJECT SOLELY TO (i) THE SELLER’S REPRESENTATIONS IN PARAGRAPH 11.1 ABOVE, (ii) THE WARRANTY OF TITLE INCLUDED IN THE DEED, AND, (iii) DURING THE PENDENCY OF THIS AGREEMENT, BUT ONLY DURING THE PENDENCY OF THIS AGREEMENT, THE COVENANTS INCLUDED IN THIS AGREEMENT, PURCHASER, FOR ITSELF AND ITS AGENTS, PARENTS, AFFILIATES, SUCCESSORS AND ASSIGNS, WAIVES ITS RIGHT TO RECOVER FROM AND RELEASES AND FOREVER DISCHARGES SELLER AND SELLER’S REPRESENTATIVES FROM ANY AND ALL CLAIMS, DEMANDS, LIABILITIES, LOSSES, DAMAGES, PENALTIES, FINES, LIENS, JUDGMENTS, COSTS OR EXPENSES (INCLUDING WITHOUT LIMITATION ATTORNEY FEES AND DISBURSEMENTS) WHATSOEVER (COLLECTIVELY “CLAIMS”) WHETHER AT LAW OR IN EQUITY, WHETHER KNOWN OR UNKNOWN AT THE TIME OF THIS AGREEMENT, WHICH PURCHASER HAS OR MAY HAVE IN THE FUTURE, ARISING OUT OF THE PHYSICAL (INCLUDING WITHOUT LIMITATION, DESIGN AND CONSTRUCTION DEFECTS), ENVIRONMENTAL, HEALTH, SAFETY, ECONOMIC OR LEGAL CONDITION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, ALL CLAIMS IN TORT OR CONTRACT AND ANY CLAIM FOR INDEMNIFICATION OR CONTRIBUTION ARISING UNDER ANY ENVIRONMENTAL LAWS OR ANY SIMILAR FEDERAL, STATE OR LOCAL STATUTE, RULE OR REGULATION (INCLUDING ANY SUBSEQUENT AMENDMENT OR ADDITION THERETO AND JUDICIAL INTERPRETATIONS THEREOF). PURCHASER, FOR ITSELF AND ITS AGENTS, AFFILIATES, PARENTS, SUCCESSORS AND ASSIGNS UPON CLOSING, SHALL BE DEEMED TO HAVE WAIVED, RELINQUISHED AND RELEASED SELLER AND SELLER’S REPRESENTATIVES FROM AND AGAINST ANY AND ALL MATTERS AFFECTING THE PROPERTY. PURCHASER ACKNOWLEDGES THAT PURCHASER HAS BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSEL OF PURCHASER’S SELECTION AND PURCHASER IS GRANTING THIS WAIVER AND RELEASE OF ITS OWN VOLITION AND AFTER CONSULTATION WITH PURCHASER’S COUNSEL. CONSISTENT WITH THE FOREGOING, PURCHASER ACKNOWLEDGES THAT THE PROPERTY IS CURRENTLY BEING OPERATED BY SELLER AS AN APARTMENT COMPLEX AND WAS NOT DESIGNED, ENGINEERED, CONSTRUCTED, DEVELOPED OR SOLD TO BE A CONDOMINIUM COMPLEX. AND IF, AT ANY TIME AFTER THE CLOSING DATE ALL OR ANY PORTION OF THE PROPERTY IS CONVERTED TO OR SOLD AS A CONDOMINIUM UNIT OR PROJECT, A COMMON INTEREST DEVELOPMENT OR ANY SIMILAR FORM OF OWNERSHIP BY PURCHASER OR AN AFFILIATE OF PURCHASER, THEN IN SUCH EVENT PURCHASER SHALL INDEMNIFY, DEFEND, AND HOLD SELLER AND SELLER’S REPRESENTATIVES HARMLESS FROM AND AGAINST ALL CLAIMS OR DISPUTES, INCLUDING WITHOUT LIMITATION, THOSE THAT ALLEGE NEGLIGENCE OR OTHER TORTIOUS CONDUCT, MISREPRESENTATION, BREACH OF CONTRACT OR BREACH OF WARRANTIES RELATED TO THE PROPERTY’S (A) FITNESS FOR ANY PARTICULAR PURPOSE, (B) HABITABILITY OR MERCHANTABILITY, (C) DESIGN OR CONSTRUCTION INCLUDING WITHOUT LIMITATION SOIL CONDITIONS, GRADING, SPECIFICATIONS AND INSTALLATION OR ANY IMPROVEMENTS, (D) QUALITY, (E) CONDITION, (F) COMPLIANCE WITH PLANS, DRAWINGS OR SPECIFICATIONS, (G) EXISTENCE OF DEFECTS, LATENT OR PATENT, (H) EXISTENCE OF HAZARDOUS MATERIALS OR TOXIC SUBSTANCES, INCLUDING WITHOUT LIMITATION, LEAD PAINT, ASBESTOS, AND TOXIC AND OTHER MOLD ON, UNDER OR ABOUT THE PROPERTY OR THE ADJOINING OR NEIGHBORING PROPERTY, (I) EXISTENCE OF FAULTS, (J) FLOODING, OR (K) COMPLIANCE WITH LAWS AND REGULATIONS INCLUDING, WITHOUT LIMITATION, ENVIRONMENTAL LAWS ASSERTED BY ANY THIRD PARTIES INCLUDING WITHOUT LIMITATION ANY SUBSEQUENT OWNERS OF THE PROPERTY AND ANY ASSOCIATION OF OWNERS OF THE PROPERTY AND WILL REIMBURSE SELLER AND SELLER’S REPRESENTATIVES FOR ANY REASONABLE EXPENSES (INCLUDING ALL REASONABLE ATTORNEYS’ FEES AND COSTS AND EXPERT WITNESS FEES AND COSTS) INCURRED OR THAT MAY BE INCURRED BY SELLER AND SELLER’S REPRESENTATIVES AS A RESULT OF ANY SUCH CLAIMS OR DISPUTES ASSERTED BY THIRD PARTIES. AN ASSIGNMENT BY PURCHASER SHALL NOT RELEASE IT OF ITS OBLIGATIONS HEREUNDER TO INDEMNIFY, DEFEND AND HOLD HARMLESS SELLER AND SELLER’S REPRESENTATIVES. THE TERMS OF THIS CONDOMINIUM CONVERSION PARAGRAPH SHALL SURVIVE THE CLOSING ONLY FOR THE PERIOD OF OWNERSHIP OF THE PROPERTY BY PURCHASER AND/OR AN AFFILIATE OF PURCHASER. Purchaser’s Initials THE AGREEMENT OF PURCHASER SET FORTH IN THIS AGREEMENT OR IN ANY OF THE OTHER CLOSING DOCUMENTS OR INSTRUMENTS DELIVERED BY SELLER AT CLOSING, SELLER HAS NOT MADE, MAKES OR HAS AUTHORIZED ANYONE SECTION 11.3 SHALL BE DEEMED TO MAKE, ANY WARRANTY OR REPRESENTATION BE AFFIRMED AS TO THE LEASES, THE CONTRACTS, ANY WRITTEN MATERIALS DELIVERED TO PURCHASER, THE PERSONS PREPARING SUCH MATERIALS, THE PRESENT OR FUTURE PHYSICAL CONDITION, DEVELOPMENT POTENTIAL, ZONING, BUILDING OR LAND USE LAW OR COMPLIANCE THEREWITH, THE OPERATION, INCOME GENERATED BY, OR ANY OTHER MATTER OR THING AFFECTING OR RELATING TO THE GOLF COURSE OR ANY MATTER OR THING PERTAINING TO THIS AGREEMENT. PURCHASER EXPRESSLY ACKNOWLEDGES THAT NO SUCH WARRANTY OR REPRESENTATION HAS BEEN MADE BY SELLER OR ITS AGENTS, BROKERS OR REPRESENTATIVES, OR BY ANY OTHER PERSON ACTING OR PURPORTING TO ACT ON BEHALF OF SELLER, AND THAT PURCHASER IS NOT RELYING ON ANY WARRANTY OR REPRESENTATION WHATSOEVER OTHER THAN AS IS EXPRESSLY SET FORTH IN THIS ARTICLE 11 OR IN ANY OF THE CLOSING DOCUMENTS ATTACHED AND, EXCEPT AS EXHIBITS HERETO. PURCHASER EXPRESSLY UNDERSTANDSOTHERWISE STATED IN THE FOREGOING PARAGRAPH, ACKNOWLEDGES AND AGREES THAT IT IS ACQUIRING AND ACCEPTING THE GOLF COURSE “AS IS WITH ALL FAULTS” AND IN ITS CONDITION ON PROVISIONS OF THIS SECTION 11.3 SHALL SURVIVE INDEFINITELY THE DATE OF CLOSING SUBJECT ONLY TO THE EXPRESS PROVISIONS OR EARLIER TERMINATION OF THIS AGREEMENT AND SHALL NOT BE MERGED INTO THE DEED OR OTHER CLOSING DOCUMENTS DOCUMENTS; PROVIDED, HOWEVER, THAT THE PROVISIONS OF THIS SECTION 11.3 SHALL NOT AFFECT PURCHASER’S RIGHTS PURSUANT TO SECTION 16.8 OF THIS AGREEMENT, IF AND INSTRUMENTSAS APPLICABLE. ADDITIONALLY, DURING THE PENDENCY OF THIS AGREEMENT, THE PROVISIONS OF THIS SECTION 11.3 DO NOT AFFECT THE COVENANTS OF SELLER INCLUDED IN THIS AGREEMENT NOR THE PERFORMANCE BY SELLER OF SUCH COVENANTS.

No Other Warranties and Representations. PURCHASER ACKNOWLEDGES THAT PRIOR TO CLOSING (A) PURCHASER SHALL HAVE CONDUCTED (OR WAIVED ITS RIGHT TO CONDUCT) ALL SUCH INSPECTIONS, INVESTIGATIONS, TESTS, ANALYSES, APPRAISALS AND EVALUATIONS OF THE PROPERTY (INCLUDING THOSE FOR HAZARDOUS MATERIALS) AS PURCHASER CONSIDERS NECESSARY OR APPROPRIATE (ALL OF SUCH INSPECTIONS, INVESTIGATIONS, TESTS, ANALYSES, APPRAISALS AND EVALUATIONS BEING HEREIN COLLECTIVELY CALLED THE "INVESTIGATIONS"); AND (B) PURCHASER SHALL HAVE REVIEWED, EXAMINED, EVALUATED AND VERIFIED ALL DOCUMENTS, LEASES, CONTRACTS, REPORTS AND OTHER INFORMATION EITHER PROVIDED TO PURCHASER OR MADE AVAILABLE TO PURCHASER (COLLECTIVELY, THE "DOCUMENTS") WHICH PURCHASER CONSIDERS NECESSARY OR APPROPRIATE AND THE RESULTS OF THE INVESTIGATIONS TO THE EXTENT IT DEEMS NECESSARY OR APPROPRIATE WITH THE ASSISTANCE OF SUCH EXPERTS AS PURCHASER SHALL DEEM APPROPRIATE. PURCHASER ACKNOWLEDGES AND AGREES THAT PRIOR TO CLOSING IT (X) SHALL BE FAMILIAR WITH THE PHYSICAL CONDITION OF THE PROPERTY, (Y) SHALL HAVE COMPLETED ITS DUE DILIGENCE WITH RESPECT TO THE PROPERTY TO ITS SATISFACTION, AND (Z) EXCEPT AS SPECIFICALLY FOR SELLER'S REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS AGREEMENT OR SECTION 11.1 AND THE SPECIAL WARRANTY OF TITLE SET FORTH IN ANY THE DEED (COLLECTIVELY, THE "SELLER'S WARRANTIES"), SHALL ACQUIRE THE PROPERTY BASED EXCLUSIVELY UPON ITS OWN INVESTIGATIONS AND INSPECTIONS OF THE OTHER PROPERTY AND THE DOCUMENTS, AND EXCEPT FOR A BREACH OF SELLER'S WARRANTIES, HEREBY WAIVES ANY RIGHT TO ASSERT A CLAIM AGAINST SELLER FOLLOWING THE CLOSING DOCUMENTS OR INSTRUMENTS DELIVERED BY SELLER AT CLOSING, SELLER HAS NOT MADE, MAKES OR HAS AUTHORIZED ANYONE TO MAKE, ANY WARRANTY OR REPRESENTATION AS TO THE LEASESCONDITION, CHARACTER OR STATUS (ECONOMIC, PHYSICAL OR OTHERWISE) OF THE PROPERTY. PURCHASER ACKNOWLEDGES AND AGREES THAT, EXCEPT FOR SELLER'S WARRANTIES, THE CONTRACTSPROPERTY SHALL BE SOLD, AND PURCHASER SHALL ACCEPT POSSESSION OF THE PROPERTY ON THE DATE OF CLOSING, "AS IS, WHERE IS, WITH ALL FAULTS", WITH NO RIGHT OF SETOFF OR REDUCTION IN THE PURCHASE PRICE; EXCEPT FOR SELLER'S WARRANTIES, NO PERSON HAS OR SHALL BE DEEMED TO HAVE MADE ANY VERBAL OR WRITTEN REPRESENTATIONS, WARRANTIES, PROMISES OR GUARANTEES (WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE) TO PURCHASER WITH RESPECT TO THE PROPERTY, ANY WRITTEN MATERIALS DELIVERED TO PURCHASERMATTER SET FORTH, CONTAINED OR ADDRESSED IN THE DOCUMENTS (INCLUDING, BUT NOT LIMITED TO, THE PERSONS PREPARING SUCH ACCURACY AND COMPLETENESS THEREOF) OR THE RESULTS OF ANY INSPECTIONS, INVESTIGATIONS, TESTS, ANALYSES, APPRAISALS AND EVALUATIONS OF THE PROPERTY (INCLUDING THOSE FOR HAZARDOUS MATERIALS, ) THAT ARE CONDUCTED BY PURCHASER; AND PURCHASER SHALL CONFIRM INDEPENDENTLY ALL INFORMATION THAT IT CONSIDERS MATERIAL TO ITS PURCHASE OF THE PRESENT OR FUTURE PHYSICAL CONDITION, DEVELOPMENT POTENTIAL, ZONING, BUILDING OR LAND USE LAW OR COMPLIANCE THEREWITH, THE OPERATION, INCOME GENERATED BY, OR ANY OTHER MATTER OR THING AFFECTING OR RELATING TO THE GOLF COURSE OR ANY MATTER OR THING PERTAINING TO THIS AGREEMENTPROPERTY. PURCHASER EXPRESSLY SPECIFICALLY ACKNOWLEDGES THAT NO SUCH WARRANTY OR REPRESENTATION HAS BEEN MADE BY SELLER OR ITS AGENTSTHAT, BROKERS OR REPRESENTATIVESEXCEPT FOR SELLER'S WARRANTIES, OR BY ANY OTHER PERSON ACTING OR PURPORTING TO ACT ON BEHALF OF SELLER, AND THAT PURCHASER IS NOT RELYING ON (AND SELLER DOES HEREBY DISCLAIM AND RENOUNCE) ANY WARRANTY REPRESENTATIONS OR REPRESENTATION WHATSOEVER OTHER THAN WARRANTIES OF ANY KIND OR NATURE WHATSOEVER, WHETHER ORAL OR WRITTEN, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, FROM SELLER, AS IS EXPRESSLY SET FORTH TO: (A) THE OPERATION OF THE PROPERTY OR THE INCOME POTENTIAL, USES, OR THE MERCHANTABILITY, HABITABILITY OR FITNESS OF ANY PORTION OF THE PROPERTY FOR A PARTICULAR PURPOSE; (B) THE PHYSICAL CONDITION OF THE PROPERTY OR THE CONDITION OR SAFETY OF THE PROPERTY OR ANY IMPROVEMENTS THEREON, INCLUDING, BUT NOT LIMITED TO, PLUMBING, SEWER, HEATING, VENTILATING AND ELECTRICAL SYSTEMS, ROOFING, AIR CONDITIONING, FOUNDATIONS, SOILS AND GEOLOGY, INCLUDING HAZARDOUS MATERIALS, LOT SIZE, OR SUITABILITY OF THE PROPERTY OR ANY IMPROVEMENTS THEREON FOR A PARTICULAR PURPOSE; (C) THE PRESENCE OR ABSENCE, LOCATION OR SCOPE OF ANY HAZARDOUS MATERIALS IN, AT, ABOUT OR UNDER THE PROPERTY; (D) WHETHER THE APPLIANCES, IF ANY, PLUMBING OR UTILITIES ARE IN THIS ARTICLE 11 WORKING ORDER; (E) THE HABITABILITY OR SUITABILITY FOR OCCUPANCY OF ANY STRUCTURE AND THE QUALITY OF ITS CONSTRUCTION; (F) WHETHER THE IMPROVEMENTS ARE STRUCTURALLY SOUND, IN GOOD CONDITION, OR IN COMPLIANCE WITH ANY OR ALL APPLICABLE LAWS; (G) THE DIMENSIONS OF THE CLOSING DOCUMENTS ATTACHED AS EXHIBITS HERETOPROPERTY OR THE ACCURACY OF ANY FLOOR PLANS, SQUARE FOOTAGE, LEASE ABSTRACTS, SKETCHES, REVENUE OR EXPENSE PROJECTIONS RELATED TO THE PROPERTY; (H) THE ECONOMIC STATUS OF THE PROPERTY; (I) THE ABILITY OF PURCHASER TO OBTAIN ANY AND ALL NECESSARY GOVERNMENTAL APPROVALS OR PERMITS FOR PURCHASER'S INTENDED USE AND DEVELOPMENT OF THE PROPERTY; AND (J) THE LEASING STATUS OF THE PROPERTY OR THE INTENTIONS OF ANY PARTIES WITH RESPECT TO THE NEGOTIATION AND/OR EXECUTION OF ANY LEASE FOR ANY PORTION OF THE PROPERTY. PURCHASER EXPRESSLY UNDERSTANDS, FURTHER ACKNOWLEDGES AND AGREES THAT, EXCEPT FOR SELLER'S WARRANTIES, SELLER IS UNDER NO DUTY TO MAKE ANY AFFIRMATIVE DISCLOSURES OR INQUIRY REGARDING ANY MATTER WHICH MAY OR MAY NOT BE KNOWN TO SELLER, ITS PARTNERS, OFFICERS, DIRECTORS, CONTRACTORS, AGENTS OR EMPLOYEES. AS USED HEREIN, "HAZARDOUS MATERIAL" SHALL MEAN ANY SUBSTANCE, CHEMICAL, WASTE OR MATERIAL THAT IT IS ACQUIRING OR BECOMES REGULATED BY ANY FEDERAL, STATE OR LOCAL GOVERNMENTAL AUTHORITY BECAUSE OF ITS TOXICITY, INFECTIOUSNESS, RADIOACTIVITY, EXPLOSIVENESS, IGNITABILITY, CORROSIVENESS OR REACTIVITY, INCLUDING, WITHOUT LIMITATION, ASBESTOS OR ANY SUBSTANCE CONTAINING MORE THAN 0.1 PERCENT ASBESTOS, THE GROUP OF COMPOUNDS KNOWN AS POLYCHLORINATED BIPHENYLS, FLAMMABLE EXPLOSIVES, OIL, PETROLEUM, ANY REFINED PETROLEUM PRODUCT AND, WHETHER REGULATED OR NOT, ANY MOLD, MICRO TOXINS OR MICROBIAL MATTER. THE TERMS OF THIS SECTION 11.3 SHALL SURVIVE THE CLOSING AND ACCEPTING NOT BE MERGED THEREIN. NOTHING CONTAINED HEREIN OR OTHERWISE SHALL BE CONSTRUED OR OTHERWISE BE DEEMED TO INDICATE THAT PURCHASER HAS ASSUMED, OR AGREED TO INDEMNIFY SELLER FOR, ANY LIABILITY (INCLUDING, WITHOUT LIMITATION, LIABILITY FOR MOLD OR ANY HAZARDOUS SUBSTANCES) OR OBLIGATION WITH RESPECT TO THE GOLF COURSE “AS IS WITH ALL FAULTS” AND IN ITS CONDITION ON PROPERTY ALLOCABLE TO THE PERIOD PRIOR TO THE DATE OF CLOSING SUBJECT ONLY TO THE EXPRESS PROVISIONS OF THIS AGREEMENT AND THE OTHER CLOSING DOCUMENTS AND INSTRUMENTSCLOSING.

No Other Warranties and Representations. EXCEPT FOR (i) THE REPRESENTATIONS EXPRESSLY PROVIDED BY SELLER IN THIS ARTICLE 11, (ii) THE WARRANTY OF TITLE INCLUDED IN THE DEED, AND, (iii) DURING THE PENDENCY OF THIS AGREEMENT, BUT ONLY DURING THE PENDENCY OF THIS AGREEMENT, THE COVENANTS INCLUDED IN THIS AGREEMENT, PURCHASER AGREES (I) THAT IT IS PURCHASING THE PROPERTY ON AN “AS-IS, WHERE-IS” AND “WITH ALL FAULTS” BASIS AND BASED EXCLUSIVELY ON ITS OWN EXPERTISE AND THAT OF PURCHASER’S CONSULTANTS AND/OR ON ITS OWN INVESTIGATION AND EXAMINATION OF THE PROPERTY, (II) THAT NEITHER SELLER NOR SELLER’S EMPLOYEES, OFFICERS, DIRECTORS, TRUSTEES, PRINCIPALS, AGENTS, CONSULTANTS, AFFILIATES, PARENTS, BROKERS, PROPERTY MANAGERS, ASSET MANAGERS, ATTORNEYS, CONTRACTORS, AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS (COLLECTIVELY, “REPRESENTATIVES”) HAVE MADE, AND SELLER AND SELLER’S REPRESENTATIVES DO NOT MAKE AND SPECIFICALLY NEGATE AND DISCLAIM ANY WARRANTY, REPRESENTATION, COVENANT, AGREEMENT OR GUARANTEE OF ANY KIND OR CHARACTER WHETHER EXPRESS, IMPLIED OR STATUTORY, WRITTEN OR ORAL, PAST, PRESENT OR FUTURE, OF, AS SPECIFICALLY TO, CONCERNING OR WITH RESPECT TO ANY MATTER PERTAINING TO THE PROPERTY INCLUDING WITHOUT LIMITATION: (A) THE VALUE OF PROPERTY; (B) ANY INCOME TO BE DERIVED FROM THE PROPERTY; (C) THE SUITABILITY OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER MAY CONDUCT THEREON, INCLUDING THE POSSIBILITIES FOR FUTURE DEVELOPMENT OF THE PROPERTY; (D) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROPERTY; (E) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR ON THE PROPERTY; (F) THE NATURE, QUALITY OR CONDITION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, WATER, WATER RIGHTS, SOIL, OR GEOLOGICAL CONDITIONS; (G) THE COMPLIANCE OF OR BY SELLER, THE PROPERTY, OR ITS OPERATION WITH ANY CODES, LAWS, RULES, ORDINANCES, REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY INCLUDING WITHOUT LIMITATION ANY APPLICABLE ZONING OR BUILDING REQUIREMENTS; (H) THE NATURE, MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS INCORPORATED INTO THE PROPERTY INCLUDING, WITHOUT LIMITATION, ANY LATENT OR PATENT DEFECTS; (I) THE DESIGN OF THE PROPERTY, INCLUDING WITHOUT LIMITATION THE SPECIFICATION OF ANY MATERIALS OR PRODUCTS INCORPORATED INTO OR USED IN CONNECTION WITH THE CONSTRUCTION OF THE PROPERTY; (J) COMPLIANCE WITH ANY ENVIRONMENTAL, HEALTH, SAFETY OR LAND USE LAWS, RULES, REGULATIONS, ORDERS, CODES OR REQUIREMENTS, INCLUDING, BUT NOT LIMITED TO, THE AMERICANS WITH DISABILITIES ACT OF 1990, THE FEDERAL WATER POLLUTION CONTROL ACT, THE FEDERAL RESOURCE CONSERVATION AND RECOVERY ACT, THE U.S. ENVIRONMENTAL PROTECTION AGENCY REGULATIONS AT 40 CFR, PART 261, THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION AND LIABILITY ACT OF 1980, AS AMENDED (“CERCLA”), THE RESOURCE CONSERVATION AND RECOVERY ACT OF 1976, THE CLEAN WATER ACT, THE SAFE DRINKING WATER ACT, THE HAZARDOUS MATERIALS TRANSPORTATION ACT, THE TOXIC SUBSTANCE CONTROL ACT, AND REGULATIONS PROMULGATED UNDER ANY OF THE FOREGOING (COLLECTIVELY, “ENVIRONMENTAL LAWS”); (K) THE PRESENCE OR ABSENCE OF “HAZARDOUS MATERIALS” (AS DEFINED BELOW) AT, ON, OR UNDER THE PROPERTY OR ANY PROPERTY NEAR OR ADJACENT TO THE PROPERTY; (L) THE PRESENCE OR ABSENCE OF ANY UNDERGROUND STORAGE TANKS ON THE PROPERTY OR ON PROPERTY ADJACENT TO OR NEAR THE PROPERTY; (M) THE CONTENT, COMPLETENESS OR ACCURACY OF ANY OF THE PROPERTY INFORMATION (AND ANY OTHER DOCUMENTS AND INFORMATION GIVEN TO OR REVIEWED BY PURCHASER), THE OFFERING, IF ANY, PREPARED BY ANY BROKER, OR ANY OTHER MATERIALS RELATED TO PURCHASER’S INSPECTION OF THE PROPERTY, OR ANY PRELIMINARY REPORTS, TITLE COMMITMENTS, OR OTHER REPORTS OR DOCUMENTS REGARDING TITLE TO THE PROPERTY; (N) THE TENANT OCCUPANCY LEVEL AT THE PROPERTY; (O) DEFICIENCY OF ANY UNDERSHORING; (P) DEFICIENCY OF ANY DRAINAGE; (Q) THE FACT THAT ALL OR A PORTION OF THE PROPERTY MAY BE LOCATED IN OR NEAR ANY FLOOD AREA OR ZONE OR WETLANDS; (R) THE EXISTENCE OF VESTED LAND USE, ZONING OR BUILDING ENTITLEMENTS AFFECTING THE PROPERTY (PURCHASER IS SOLELY RESPONSIBLE FOR OBTAINING ANY CERTIFICATION OF OCCUPANCY OR ANY OTHER APPROVAL OR PERMIT NECESSARY FOR TRANSFER OR OCCUPANCY OF THE PROPERTY); (S) THE SQUARE FOOTAGE OF THE PROPERTY OR THE CONFORMITY OF THE IMPROVEMENTS TO ANY PLANS OR SPECIFICATIONS FOR THE PROPERTY, INCLUDING ANY PLANS AND SPECIFICATIONS THAT MAY HAVE BEEN PROVIDED TO PURCHASER; AND (T) ANY OTHER MATTER RELATING TO THE PROPERTY OR TO THE DEVELOPMENT OR OPERATION OF THE PROPERTY. AS USED HEREIN, THE TERM “HAZARDOUS MATERIALS” SHALL MEAN ANY HAZARDOUS OR TOXIC MATERIALS, SUBSTANCES OR WASTES THAT ARE OR BECOME REGULATED BY ANY FEDERAL, STATE OR LOCAL GOVERNMENTAL AUTHORITY, INCLUDING, WITHOUT LIMITATION, (i) SUBSTANCES DEFINED AS “HAZARDOUS SUBSTANCES,” “HAZARDOUS MATERIALS” OR “TOXIC SUBSTANCES” IN ANY ENVIRONMENTAL LAWS; (ii) ANY MATERIALS, SUBSTANCES OR WASTES WHICH ARE TOXIC, IGNITABLE, RADIOACTIVE, CORROSIVE OR REACTIVE AND WHICH ARE REGULATED BY ANY STATE OR LOCAL GOVERNMENTAL AUTHORITY OR ANY XXXXXX XX XXX XXXXXX XXXXXX XX XXXXXXX; (iii) ASBESTOS, MOLD, FUNGI, PETROLEUM AND PETROLEUM BASED PRODUCTS, UREA FORMALDEHYDE FOAM INSULATION, POLYCHLORINATED BIPHENYLS (PCBS), AND FREON AND OTHER CHLOROFLUOROCARBONS; AND (iv) THOSE SUBSTANCES DEFINED AS ANY OF THE FOREGOING IN THE REGULATIONS ADOPTED AND PUBLICATIONS PROMULGATED PURSUANT TO EACH OF THE AFORESAID LAWS. PURCHASER ACKNOWLEDGES THAT THE PURCHASE PRICE REFLECTS THE “AS-IS,” “WHERE-IS” NATURE OF THIS SALE AND ANY FAULTS, LIABILITIES, DEFECTS OR OTHER ADVERSE MATTERS THAT MAY BE ASSOCIATED WITH THE PROPERTY AND PURCHASER’S AGREEMENT TO PURCHASE THE PROPERTY “AS-IS” IS A MATERIAL INDUCEMENT TO SELLER TO AGREE TO SELL THE PROPERTY AT THE PURCHASE PRICE PROVIDED HEREIN. IN ADDITION, PURCHASER ACKNOWLEDGES THAT SELLER SHALL HAVE NO OBLIGATION TO CLOSE ANY OPEN OR EXPIRED PERMITS OR BRING THE PROPERTY INTO COMPLIANCE UNDER ANY APPLICABLE LEGAL REQUIREMENT, INCLUDING, WITHOUT LIMITATION, ANY CODE AND FIRE REGULATIONS OR VIOLATIONS. WITHOUT LIMITING THE FOREGOING AND SUBJECT SOLELY TO (i) THE SELLER’S REPRESENTATIONS IN PARAGRAPH 11.2 ABOVE, (ii) THE WARRANTY OF TITLE INCLUDED IN THE DEED, AND, (iii) DURING THE PENDENCY OF THIS AGREEMENT, BUT ONLY DURING THE PENDENCY OF THIS AGREEMENT, THE COVENANTS INCLUDED IN THIS AGREEMENT, PURCHASER, FOR ITSELF AND ITS AGENTS, PARENTS, AFFILIATES, SUCCESSORS AND ASSIGNS, WAIVES ITS RIGHT TO RECOVER FROM AND RELEASES AND FOREVER DISCHARGES SELLER AND SELLER’S REPRESENTATIVES FROM ANY AND ALL CLAIMS, DEMANDS, LIABILITIES, LOSSES, DAMAGES, PENALTIES, FINES, LIENS, JUDGMENTS, COSTS OR EXPENSES (INCLUDING WITHOUT LIMITATION ATTORNEY FEES AND DISBURSEMENTS) WHATSOEVER (COLLECTIVELY “CLAIMS”) WHETHER AT LAW OR IN EQUITY, WHETHER KNOWN OR UNKNOWN AT THE TIME OF THIS AGREEMENT, WHICH PURCHASER HAS OR MAY HAVE IN THE FUTURE, ARISING OUT OF THE PHYSICAL (INCLUDING WITHOUT LIMITATION, DESIGN AND CONSTRUCTION DEFECTS), ENVIRONMENTAL, HEALTH, SAFETY, ECONOMIC OR LEGAL CONDITION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, ALL CLAIMS IN TORT OR CONTRACT AND ANY CLAIM FOR INDEMNIFICATION OR CONTRIBUTION ARISING UNDER ANY ENVIRONMENTAL LAWS OR ANY SIMILAR FEDERAL, STATE OR LOCAL STATUTE, RULE OR REGULATION (INCLUDING ANY SUBSEQUENT AMENDMENT OR ADDITION THERETO AND JUDICIAL INTERPRETATIONS THEREOF). PURCHASER, FOR ITSELF AND ITS AGENTS, AFFILIATES, PARENTS, SUCCESSORS AND ASSIGNS UPON CLOSING, SHALL BE DEEMED TO HAVE WAIVED, RELINQUISHED AND RELEASED SELLER AND SELLER’S REPRESENTATIVES FROM AND AGAINST ANY AND ALL MATTERS AFFECTING THE PROPERTY. PURCHASER ACKNOWLEDGES THAT PURCHASER HAS BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSEL OF PURCHASER’S SELECTION AND PURCHASER IS GRANTING THIS WAIVER AND RELEASE OF ITS OWN VOLITION AND AFTER CONSULTATION WITH PURCHASER’S COUNSEL. CONSISTENT WITH THE FOREGOING, PURCHASER ACKNOWLEDGES THAT THE PROPERTY IS CURRENTLY BEING OPERATED BY SELLER AS AN APARTMENT COMPLEX AND WAS NOT DESIGNED, ENGINEERED, CONSTRUCTED, DEVELOPED OR SOLD TO BE A CONDOMINIUM COMPLEX. AND IF, AT ANY TIME AFTER THE FINAL CLOSING DATE ALL OR ANY PORTION OF THE PROPERTY IS CONVERTED TO OR SOLD AS A CONDOMINIUM UNIT OR PROJECT, A COMMON INTEREST DEVELOPMENT OR ANY SIMILAR FORM OF OWNERSHIP BY PURCHASER OR AN AFFILIATE OF PURCHASER, THEN IN SUCH EVENT PURCHASER SHALL INDEMNIFY, DEFEND, AND HOLD SELLER AND SELLER’S REPRESENTATIVES HARMLESS FROM AND AGAINST ALL CLAIMS OR DISPUTES, INCLUDING WITHOUT LIMITATION, THOSE THAT ALLEGE NEGLIGENCE OR OTHER TORTIOUS CONDUCT, MISREPRESENTATION, BREACH OF CONTRACT OR BREACH OF WARRANTIES RELATED TO THE PROPERTY’S (A) FITNESS FOR ANY PARTICULAR PURPOSE, (B) HABITABILITY OR MERCHANTABILITY, (C) DESIGN OR CONSTRUCTION INCLUDING WITHOUT LIMITATION SOIL CONDITIONS, GRADING, SPECIFICATIONS AND INSTALLATION OR ANY IMPROVEMENTS, (D) QUALITY, (E) CONDITION, (F) COMPLIANCE WITH PLANS, DRAWINGS OR SPECIFICATIONS, (G) EXISTENCE OF DEFECTS, LATENT OR PATENT, (H) EXISTENCE OF HAZARDOUS MATERIALS OR TOXIC SUBSTANCES, INCLUDING WITHOUT LIMITATION, LEAD PAINT, ASBESTOS, AND TOXIC AND OTHER MOLD ON, UNDER OR ABOUT THE PROPERTY OR THE ADJOINING OR NEIGHBORING PROPERTY, (I) EXISTENCE OF FAULTS, (J) FLOODING, OR (K) COMPLIANCE WITH LAWS AND REGULATIONS INCLUDING, WITHOUT LIMITATION, ENVIRONMENTAL LAWS ASSERTED BY ANY THIRD PARTIES INCLUDING WITHOUT LIMITATION ANY SUBSEQUENT OWNERS OF THE PROPERTY AND ANY ASSOCIATION OF OWNERS OF THE PROPERTY AND WILL REIMBURSE SELLER AND SELLER’S REPRESENTATIVES FOR ANY REASONABLE EXPENSES (INCLUDING ALL REASONABLE ATTORNEYS’ FEES AND COSTS AND EXPERT WITNESS FEES AND COSTS) INCURRED OR THAT MAY BE INCURRED BY SELLER AND SELLER’S REPRESENTATIVES AS A RESULT OF ANY SUCH CLAIMS OR DISPUTES ASSERTED BY THIRD PARTIES. AN ASSIGNMENT BY PURCHASER SHALL NOT RELEASE IT OF ITS OBLIGATIONS HEREUNDER TO INDEMNIFY, DEFEND AND HOLD HARMLESS SELLER AND SELLER’S REPRESENTATIVES. Purchaser’s Initials THE AGREEMENT OF PURCHASER SET FORTH IN THIS AGREEMENT OR IN ANY OF THE OTHER CLOSING DOCUMENTS OR INSTRUMENTS DELIVERED BY SELLER AT CLOSING, SELLER HAS NOT MADE, MAKES OR HAS AUTHORIZED ANYONE SECTION 11.3 SHALL BE DEEMED TO MAKE, ANY WARRANTY OR REPRESENTATION BE AFFIRMED AS TO THE LEASES, THE CONTRACTS, ANY WRITTEN MATERIALS DELIVERED TO PURCHASER, THE PERSONS PREPARING SUCH MATERIALS, THE PRESENT OR FUTURE PHYSICAL CONDITION, DEVELOPMENT POTENTIAL, ZONING, BUILDING OR LAND USE LAW OR COMPLIANCE THEREWITH, THE OPERATION, INCOME GENERATED BY, OR ANY OTHER MATTER OR THING AFFECTING OR RELATING TO THE GOLF COURSE OR ANY MATTER OR THING PERTAINING TO THIS AGREEMENT. PURCHASER EXPRESSLY ACKNOWLEDGES THAT NO SUCH WARRANTY OR REPRESENTATION HAS BEEN MADE BY SELLER OR ITS AGENTS, BROKERS OR REPRESENTATIVES, OR BY ANY OTHER PERSON ACTING OR PURPORTING TO ACT ON BEHALF OF SELLER, AND THAT PURCHASER IS NOT RELYING ON ANY WARRANTY OR REPRESENTATION WHATSOEVER OTHER THAN AS IS EXPRESSLY SET FORTH IN THIS ARTICLE 11 OR IN ANY OF THE CLOSING DOCUMENTS ATTACHED AS EXHIBITS HERETO. PURCHASER EXPRESSLY UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT IT IS ACQUIRING AND ACCEPTING THE GOLF COURSE “AS IS WITH ALL FAULTS” AND IN ITS CONDITION ON PROVISIONS OF THIS SECTION 11.3 SHALL SURVIVE INDEFINITELY THE DATE OF CLOSING SUBJECT ONLY TO THE EXPRESS PROVISIONS OR EARLIER TERMINATION OF THIS AGREEMENT AND SHALL NOT BE MERGED INTO THE DEED OR OTHER CLOSING DOCUMENTS DOCUMENTS; PROVIDED, HOWEVER, THAT THE PROVISIONS OF THIS SECTION 11.3 SHALL NOT AFFECT PURCHASER’S RIGHTS PURSUANT TO SECTION 16.8 OF THIS AGREEMENT, IF AND INSTRUMENTSAS APPLICABLE. ADDITIONALLY, DURING THE PENDENCY OF THIS AGREEMENT, THE PROVISIONS OF THIS SECTION 11.3 DO NOT AFFECT THE COVENANTS OF SELLER INCLUDED IN THIS AGREEMENT NOR THE PERFORMANCE OF SELLER OF SUCH COVENANTS.

No Other Warranties and Representations. EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT OR IN ANY OF THE OTHER CLOSING DOCUMENTS OR INSTRUMENTS DELIVERED BY SELLER AT CLOSING, SELLER HAS NOT MADE, MAKES OR HAS AUTHORIZED ANYONE TO MAKE, ANY WARRANTY OR REPRESENTATION AS TO THE LEASES, THE CONTRACTS, ANY WRITTEN MATERIALS DELIVERED TO PURCHASER, THE PERSONS PREPARING SUCH MATERIALS, THE PRESENT OR FUTURE PHYSICAL CONDITION, DEVELOPMENT POTENTIAL, ZONING, BUILDING OR LAND USE LAW OR COMPLIANCE THEREWITH, THE OPERATION, INCOME GENERATED BY, OR ANY OTHER MATTER OR THING AFFECTING OR RELATING TO THE GOLF COURSE, THE GOLF ACADEMY OR THE BAY COURSE MAINTENANCE FACILITY OR ANY MATTER OR THING PERTAINING TO THIS AGREEMENT. PURCHASER EXPRESSLY ACKNOWLEDGES THAT NO SUCH WARRANTY OR REPRESENTATION HAS BEEN MADE BY SELLER OR ITS AGENTS, BROKERS OR REPRESENTATIVES, OR BY ANY OTHER PERSON ACTING OR PURPORTING TO ACT ON BEHALF OF SELLER, AND THAT PURCHASER IS NOT RELYING ON ANY WARRANTY OR REPRESENTATION WHATSOEVER OTHER THAN AS IS EXPRESSLY SET FORTH IN THIS ARTICLE 11 OR IN ANY OF THE CLOSING DOCUMENTS ATTACHED AS EXHIBITS HERETO. PURCHASER EXPRESSLY UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT IT IS ACQUIRING AND ACCEPTING THE GOLF COURSE AND THE BAY COURSE MAINTENANCE FACILITY AND LEASING THE GOLF ACADEMY “AS IS WITH ALL FAULTS” AND IN ITS CONDITION ON THE DATE OF CLOSING SUBJECT ONLY TO THE EXPRESS PROVISIONS OF THIS AGREEMENT AND THE OTHER CLOSING DOCUMENTS AND INSTRUMENTS.

No Other Warranties and Representations. EXCEPT FOR (i) THE REPRESENTATIONS EXPRESSLY PROVIDED BY SELLER IN THIS ARTICLE 11, (ii) THE WARRANTY OF TITLE INCLUDED IN THE DEED, AND, (iii) DURING THE PENDENCY OF THIS AGREEMENT, BUT ONLY DURING THE PENDENCY OF THIS AGREEMENT, THE COVENANTS INCLUDED IN THIS AGREEMENT, PURCHASER AGREES (I) THAT IT IS PURCHASING THE PROPERTY ON AN “AS-IS, WHERE-IS” AND “WITH ALL FAULTS” BASIS AND BASED EXCLUSIVELY ON ITS OWN EXPERTISE AND THAT OF PURCHASER’S CONSULTANTS AND/OR ON ITS OWN INVESTIGATION AND EXAMINATION OF THE PROPERTY, (II) THAT NEITHER SELLER NOR SELLER’S EMPLOYEES, OFFICERS, DIRECTORS, TRUSTEES, PRINCIPALS, AGENTS, CONSULTANTS, AFFILIATES, PARENTS, BROKERS, PROPERTY MANAGERS, ASSET MANAGERS, ATTORNEYS, CONTRACTORS, AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS (COLLECTIVELY, “REPRESENTATIVES”) HAVE MADE, AND SELLER AND SELLER’S REPRESENTATIVES DO NOT MAKE AND SPECIFICALLY NEGATE AND DISCLAIM ANY WARRANTY, REPRESENTATION, COVENANT, AGREEMENT OR GUARANTEE OF ANY KIND OR CHARACTER WHETHER EXPRESS, IMPLIED OR STATUTORY, WRITTEN OR ORAL, PAST, PRESENT OR FUTURE, OF, AS SPECIFICALLY TO, CONCERNING OR WITH RESPECT TO ANY MATTER PERTAINING TO THE PROPERTY INCLUDING WITHOUT LIMITATION: (A) THE VALUE OF PROPERTY; (B) ANY INCOME TO BE DERIVED FROM THE PROPERTY; (C) THE SUITABILITY OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER MAY CONDUCT THEREON, INCLUDING THE POSSIBILITIES FOR FUTURE DEVELOPMENT OF THE PROPERTY; (D) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROPERTY; (E) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR ON THE PROPERTY; (F) THE NATURE, QUALITY OR CONDITION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, WATER, WATER RIGHTS, SOIL, OR GEOLOGICAL CONDITIONS; (G) THE COMPLIANCE OF OR BY SELLER, THE PROPERTY, OR ITS OPERATION WITH ANY CODES, LAWS, RULES, ORDINANCES, REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY INCLUDING WITHOUT LIMITATION ANY APPLICABLE ZONING OR BUILDING REQUIREMENTS; (H) THE NATURE, MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS INCORPORATED INTO THE PROPERTY INCLUDING, WITHOUT LIMITATION, ANY LATENT OR PATENT DEFECTS; (I) THE DESIGN OF THE PROPERTY, INCLUDING WITHOUT LIMITATION THE SPECIFICATION OF ANY MATERIALS OR PRODUCTS INCORPORATED INTO OR USED IN CONNECTION WITH THE CONSTRUCTION OF THE PROPERTY; (J) COMPLIANCE WITH ANY ENVIRONMENTAL, HEALTH, SAFETY OR LAND USE LAWS, RULES, REGULATIONS, ORDERS, CODES OR REQUIREMENTS, INCLUDING, BUT NOT LIMITED TO, THE AMERICANS WITH DISABILITIES ACT OF 1990, THE FEDERAL WATER POLLUTION CONTROL ACT, THE FEDERAL RESOURCE CONSERVATION AND RECOVERY ACT, THE U.S. ENVIRONMENTAL PROTECTION AGENCY REGULATIONS AT 40 CFR, PART 261, THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION AND LIABILITY ACT OF 1980, AS AMENDED (“CERCLA”), THE RESOURCE CONSERVATION AND RECOVERY ACT OF 1976, THE CLEAN WATER ACT, THE SAFE DRINKING WATER ACT, THE HAZARDOUS MATERIALS TRANSPORTATION ACT, THE TOXIC SUBSTANCE CONTROL ACT, AND REGULATIONS PROMULGATED UNDER ANY OF THE FOREGOING (COLLECTIVELY, “ENVIRONMENTAL LAWS”); (K) THE PRESENCE OR ABSENCE OF “HAZARDOUS MATERIALS” (AS DEFINED BELOW) AT, ON, OR UNDER THE PROPERTY OR ANY PROPERTY NEAR OR ADJACENT TO THE PROPERTY; (L) THE PRESENCE OR ABSENCE OF ANY UNDERGROUND STORAGE TANKS ON THE PROPERTY OR ON PROPERTY ADJACENT TO OR NEAR THE PROPERTY; (M) THE CONTENT, COMPLETENESS OR ACCURACY OF ANY OF THE PROPERTY INFORMATION (AND ANY OTHER DOCUMENTS AND INFORMATION GIVEN TO OR REVIEWED BY PURCHASER), THE OFFERING, IF ANY, PREPARED BY ANY BROKER, OR ANY OTHER MATERIALS RELATED TO PURCHASER’S INSPECTION OF THE PROPERTY, OR ANY PRELIMINARY REPORTS, TITLE COMMITMENTS, OR OTHER REPORTS OR DOCUMENTS REGARDING TITLE TO THE PROPERTY; (N) THE TENANT OCCUPANCY LEVEL AT THE PROPERTY; (O) DEFICIENCY OF ANY UNDERSHORING; (P) DEFICIENCY OF ANY DRAINAGE; (Q) THE FACT THAT ALL OR A PORTION OF THE PROPERTY MAY BE LOCATED IN OR NEAR ANY FLOOD AREA OR ZONE OR WETLANDS; (R) THE EXISTENCE OF VESTED LAND USE, ZONING OR BUILDING ENTITLEMENTS AFFECTING THE PROPERTY (PURCHASER IS SOLELY RESPONSIBLE FOR OBTAINING ANY CERTIFICATION OF OCCUPANCY OR ANY OTHER APPROVAL OR PERMIT NECESSARY FOR TRANSFER OR OCCUPANCY OF THE PROPERTY); (S) THE SQUARE FOOTAGE OF THE PROPERTY OR THE CONFORMITY OF THE IMPROVEMENTS TO ANY PLANS OR SPECIFICATIONS FOR THE PROPERTY, INCLUDING ANY PLANS AND SPECIFICATIONS THAT MAY HAVE BEEN PROVIDED TO PURCHASER; AND (T) ANY OTHER MATTER RELATING TO THE PROPERTY OR TO THE DEVELOPMENT OR OPERATION OF THE PROPERTY. AS USED HEREIN, THE TERM “HAZARDOUS MATERIALS” SHALL MEAN ANY HAZARDOUS OR TOXIC MATERIALS, SUBSTANCES OR WASTES THAT ARE OR BECOME REGULATED BY ANY FEDERAL, STATE OR LOCAL GOVERNMENTAL AUTHORITY, INCLUDING, WITHOUT LIMITATION, (i) SUBSTANCES DEFINED AS “HAZARDOUS SUBSTANCES,” “HAZARDOUS MATERIALS” OR “TOXIC SUBSTANCES” IN ANY ENVIRONMENTAL LAWS; (ii) ANY MATERIALS, SUBSTANCES OR WASTES WHICH ARE TOXIC, IGNITABLE, RADIOACTIVE, CORROSIVE OR REACTIVE AND WHICH ARE REGULATED BY ANY STATE OR LOCAL GOVERNMENTAL AUTHORITY OR ANY AGENCY OF THE UNITED STATES OF AMERICA; (iii) ASBESTOS, MOLD, FUNGI, PETROLEUM AND PETROLEUM BASED PRODUCTS, UREA FORMALDEHYDE FOAM INSULATION, POLYCHLORINATED BIPHENYLS (PCBS), AND FREON AND OTHER CHLOROFLUOROCARBONS; AND (iv) THOSE SUBSTANCES DEFINED AS ANY OF THE FOREGOING IN THE REGULATIONS ADOPTED AND PUBLICATIONS PROMULGATED PURSUANT TO EACH OF THE AFORESAID LAWS. PURCHASER ACKNOWLEDGES THAT THE PURCHASE PRICE REFLECTS THE “AS-IS,” “WHERE-IS” NATURE OF THIS SALE AND ANY FAULTS, LIABILITIES, DEFECTS OR OTHER ADVERSE MATTERS THAT MAY BE ASSOCIATED WITH THE PROPERTY AND PURCHASER’S AGREEMENT TO PURCHASE THE PROPERTY “AS-IS” IS A MATERIAL INDUCEMENT TO SELLER TO AGREE TO SELL THE PROPERTY AT THE PURCHASE PRICE PROVIDED HEREIN. IN ADDITION, PURCHASER ACKNOWLEDGES THAT SELLER SHALL HAVE NO OBLIGATION TO CLOSE ANY OPEN OR EXPIRED PERMITS OR BRING THE PROPERTY INTO COMPLIANCE UNDER ANY APPLICABLE LEGAL REQUIREMENT, INCLUDING, WITHOUT LIMITATION, ANY CODE AND FIRE REGULATIONS OR VIOLATIONS. WITHOUT LIMITING THE FOREGOING AND SUBJECT SOLELY TO (i) THE SELLER’S REPRESENTATIONS IN PARAGRAPH 11.2 ABOVE, (ii) THE WARRANTY OF TITLE INCLUDED IN THE DEED, AND, (iii) DURING THE PENDENCY OF THIS AGREEMENT, BUT ONLY DURING THE PENDENCY OF THIS AGREEMENT, THE COVENANTS INCLUDED IN THIS AGREEMENT, PURCHASER, FOR ITSELF AND ITS AGENTS, PARENTS, AFFILIATES, SUCCESSORS AND ASSIGNS, WAIVES ITS RIGHT TO RECOVER FROM AND RELEASES AND FOREVER DISCHARGES SELLER AND SELLER’S REPRESENTATIVES FROM ANY AND ALL CLAIMS, DEMANDS, LIABILITIES, LOSSES, DAMAGES, PENALTIES, FINES, LIENS, JUDGMENTS, COSTS OR EXPENSES (INCLUDING WITHOUT LIMITATION ATTORNEY FEES AND DISBURSEMENTS) WHATSOEVER (COLLECTIVELY “CLAIMS”) WHETHER AT LAW OR IN EQUITY, WHETHER KNOWN OR UNKNOWN AT THE TIME OF THIS AGREEMENT, WHICH PURCHASER HAS OR MAY HAVE IN THE FUTURE, ARISING OUT OF THE PHYSICAL (INCLUDING WITHOUT LIMITATION, DESIGN AND CONSTRUCTION DEFECTS), ENVIRONMENTAL, HEALTH, SAFETY, ECONOMIC OR LEGAL CONDITION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, ALL CLAIMS IN TORT OR CONTRACT AND ANY CLAIM FOR INDEMNIFICATION OR CONTRIBUTION ARISING UNDER ANY ENVIRONMENTAL LAWS OR ANY SIMILAR FEDERAL, STATE OR LOCAL STATUTE, RULE OR REGULATION (INCLUDING ANY SUBSEQUENT AMENDMENT OR ADDITION THERETO AND JUDICIAL INTERPRETATIONS THEREOF). PURCHASER, FOR ITSELF AND ITS AGENTS, AFFILIATES, PARENTS, SUCCESSORS AND ASSIGNS UPON CLOSING, SHALL BE DEEMED TO HAVE WAIVED, RELINQUISHED AND RELEASED SELLER AND SELLER’S REPRESENTATIVES FROM AND AGAINST ANY AND ALL MATTERS AFFECTING THE PROPERTY. PURCHASER ACKNOWLEDGES THAT PURCHASER HAS BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSEL OF PURCHASER’S SELECTION AND PURCHASER IS GRANTING THIS WAIVER AND RELEASE OF ITS OWN VOLITION AND AFTER CONSULTATION WITH PURCHASER’S COUNSEL. CONSISTENT WITH THE FOREGOING, PURCHASER ACKNOWLEDGES THAT THE PROPERTY IS CURRENTLY BEING OPERATED BY SELLER AS AN APARTMENT COMPLEX AND WAS NOT DESIGNED, ENGINEERED, CONSTRUCTED, DEVELOPED OR SOLD TO BE A CONDOMINIUM COMPLEX. AND IF, AT ANY TIME AFTER THE FINAL CLOSING DATE ALL OR ANY PORTION OF THE PROPERTY IS CONVERTED TO OR SOLD AS A CONDOMINIUM UNIT OR PROJECT, A COMMON INTEREST DEVELOPMENT OR ANY SIMILAR FORM OF OWNERSHIP BY PURCHASER OR AN AFFILIATE OF PURCHASER, THEN IN SUCH EVENT PURCHASER SHALL INDEMNIFY, DEFEND, AND HOLD SELLER AND SELLER’S REPRESENTATIVES HARMLESS FROM AND AGAINST ALL CLAIMS OR DISPUTES, INCLUDING WITHOUT LIMITATION, THOSE THAT ALLEGE NEGLIGENCE OR OTHER TORTIOUS CONDUCT, MISREPRESENTATION, BREACH OF CONTRACT OR BREACH OF WARRANTIES RELATED TO THE PROPERTY’S (A) FITNESS FOR ANY PARTICULAR PURPOSE, (B) HABITABILITY OR MERCHANTABILITY, (C) DESIGN OR CONSTRUCTION INCLUDING WITHOUT LIMITATION SOIL CONDITIONS, GRADING, SPECIFICATIONS AND INSTALLATION OR ANY IMPROVEMENTS, (D) QUALITY, (E) CONDITION, (F) COMPLIANCE WITH PLANS, DRAWINGS OR SPECIFICATIONS, (G) EXISTENCE OF DEFECTS, LATENT OR PATENT, (H) EXISTENCE OF HAZARDOUS MATERIALS OR TOXIC SUBSTANCES, INCLUDING WITHOUT LIMITATION, LEAD PAINT, ASBESTOS, AND TOXIC AND OTHER MOLD ON, UNDER OR ABOUT THE PROPERTY OR THE ADJOINING OR NEIGHBORING PROPERTY, (I) EXISTENCE OF FAULTS, (J) FLOODING, OR (K) COMPLIANCE WITH LAWS AND REGULATIONS INCLUDING, WITHOUT LIMITATION, ENVIRONMENTAL LAWS ASSERTED BY ANY THIRD PARTIES INCLUDING WITHOUT LIMITATION ANY SUBSEQUENT OWNERS OF THE PROPERTY AND ANY ASSOCIATION OF OWNERS OF THE PROPERTY AND WILL REIMBURSE SELLER AND SELLER’S REPRESENTATIVES FOR ANY REASONABLE EXPENSES (INCLUDING ALL REASONABLE ATTORNEYS’ FEES AND COSTS AND EXPERT WITNESS FEES AND COSTS) INCURRED OR THAT MAY BE INCURRED BY SELLER AND SELLER’S REPRESENTATIVES AS A RESULT OF ANY SUCH CLAIMS OR DISPUTES ASSERTED BY THIRD PARTIES. AN ASSIGNMENT BY PURCHASER SHALL NOT RELEASE IT OF ITS OBLIGATIONS HEREUNDER TO INDEMNIFY, DEFEND AND HOLD HARMLESS SELLER AND SELLER’S REPRESENTATIVES. Purchaser’s Initials THE AGREEMENT OF PURCHASER SET FORTH IN THIS AGREEMENT OR IN ANY OF THE OTHER CLOSING DOCUMENTS OR INSTRUMENTS DELIVERED BY SELLER AT CLOSING, SELLER HAS NOT MADE, MAKES OR HAS AUTHORIZED ANYONE SECTION 11.3 SHALL BE DEEMED TO MAKE, ANY WARRANTY OR REPRESENTATION BE AFFIRMED AS TO THE LEASES, THE CONTRACTS, ANY WRITTEN MATERIALS DELIVERED TO PURCHASER, THE PERSONS PREPARING SUCH MATERIALS, THE PRESENT OR FUTURE PHYSICAL CONDITION, DEVELOPMENT POTENTIAL, ZONING, BUILDING OR LAND USE LAW OR COMPLIANCE THEREWITH, THE OPERATION, INCOME GENERATED BY, OR ANY OTHER MATTER OR THING AFFECTING OR RELATING TO THE GOLF COURSE OR ANY MATTER OR THING PERTAINING TO THIS AGREEMENT. PURCHASER EXPRESSLY ACKNOWLEDGES THAT NO SUCH WARRANTY OR REPRESENTATION HAS BEEN MADE BY SELLER OR ITS AGENTS, BROKERS OR REPRESENTATIVES, OR BY ANY OTHER PERSON ACTING OR PURPORTING TO ACT ON BEHALF OF SELLER, AND THAT PURCHASER IS NOT RELYING ON ANY WARRANTY OR REPRESENTATION WHATSOEVER OTHER THAN AS IS EXPRESSLY SET FORTH IN THIS ARTICLE 11 OR IN ANY OF THE CLOSING DOCUMENTS ATTACHED AS EXHIBITS HERETO. PURCHASER EXPRESSLY UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT IT IS ACQUIRING AND ACCEPTING THE GOLF COURSE “AS IS WITH ALL FAULTS” AND IN ITS CONDITION ON PROVISIONS OF THIS SECTION 11.3 SHALL SURVIVE INDEFINITELY THE DATE OF CLOSING SUBJECT ONLY TO THE EXPRESS PROVISIONS OR EARLIER TERMINATION OF THIS AGREEMENT AND SHALL NOT BE MERGED INTO THE DEED OR OTHER CLOSING DOCUMENTS DOCUMENTS; PROVIDED, HOWEVER, THAT THE PROVISIONS OF THIS SECTION 11.3 SHALL NOT AFFECT PURCHASER’S RIGHTS PURSUANT TO SECTION 16.8 OF THIS AGREEMENT, IF AND INSTRUMENTSAS APPLICABLE. ADDITIONALLY, DURING THE PENDENCY OF THIS AGREEMENT, THE PROVISIONS OF THIS SECTION 11.3 DO NOT AFFECT THE COVENANTS OF SELLER INCLUDED IN THIS AGREEMENT NOR THE PERFORMANCE OF SELLER OF SUCH COVENANTS.