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As to any entrance by and activities of Windsor (or its representatives, agents or contractors) on lands owned by County
<br /> and BOT, Windsor shall hold harmless, indemnify, and defend County and Windsor, as the case may be, from and
<br /> against all liabilities, damages, claims, or judgments, including, without limitation, reasonable attorney fees, arising from
<br /> or in any way connected with injury to or the death of any person, or physical damage to any property, resulting from
<br /> any negligent act or omission of Windsor. As to any entrance by and activities of County (or its representatives, agents
<br /> or contractors) on lands owned by BOT or Windsor, County will be responsible for injury or damage for which it is
<br /> determined to be legally liable. As to any entrance by and activities of BOT (or its representatives, agents
<br /> or
<br /> contractors) on lands owned by County or Windsor, BOT will be responsible for injury or damage for which it is
<br /> determined to be legally liable. Each party shall deliver possession of that party's parcel to the receiving party at closing.
<br /> 15 . ACCESS. Windsor warrants that there is legal and practical ingress and egress for Tracts C or D over public
<br /> roads or valid, recorded easements for the use and benefit of and as an appurtenance to such properties.
<br /> 16. DEFAULT. If any party defaults under this Agreement, the other party or parties may waive the default and
<br /> proceed to closing, seek specific performance, or refuse to close, each without waiving any other remedy permitted by
<br /> law or in equity resulting from the default; provided that the parties hereto specifically waive any action for damages. It
<br /> is understood by the parties that Windsor will act in reliance upon this Agreement in designing and constructing the new
<br /> park facilities for the Golden Sands Park, as described in section C (Additional Obligations of Windsor) in the
<br /> Addendum to Exchange Agreement, prior to closing of the exchange.
<br /> 17. BROKERS. Windsor and County warrant that no persons, firms, corporations or other entities are entitled to a
<br /> real estate commission or other fees as a result of this Agreement or subsequent closing, except as accurately disclosed
<br /> on the disclosure statement required in paragraph 8.
<br /> 18. RECORDING. Neither this Agreement, nor notice of it, may be recorded in any county or counties.
<br /> 19. ASSIGNMENT. This Agreement may not be assigned without the prior written consent of all other parties.
<br /> 20. TIME. Time is of essence with regard to all dates or times set forth in this Agreement.
<br /> 21 , SEVERABU=. If any of the provisions of this Agreement are deemed to be unenforceable and the
<br /> unenforceability of said provisions does not adversely affect the purpose and intent of this Agreement, the
<br /> enforceability of the remaining provisions of this Agreement shall not be affected.
<br /> 22. SUCCESSORS IN INTEREST. This Agreement shall bind and inure to the benefit of the parties and their
<br /> respective heirs, legal representatives and successors. Whenever used, the singular shall include the plural and one
<br /> gender shall include all genders .
<br /> 23 . ENTIRE AGREEMENT. This Agreement contains the entire agreement between the parties pertaining to the
<br /> subject matter contained in it and supersedes all prior and contemporaneous agreements, representations and
<br /> understandings of the parties. No supplement, modtttcation or amendment to tris Agreement shah be binding uuicss
<br /> executed in writing by the parties. Notwithstanding the foregoing, the parties acknowledge that the legal descriptions
<br /> attached to this Agreement were prepared based upon historic chain of title information without the benefit of a current
<br /> survey of the Tracts. The parties agree that if, in the opinion of the parties, it becomes necessary to amend the legal
<br /> descriptions of the Tracts to correct errors, to more properly describe the Tracts, to cut out portions o f the Tracts
<br /> affected by title defects unacceptable to BOT or that cannot be timely cured by Windsor, or to otherwise revise the legal
<br /> description of the Tracts, the legal descriptions to be used in the Surveys (if any) and in the closing instruments required
<br /> by this Agreement shall be revised by or at the direction of DSL, and shall be subject to the final approval of the parties.
<br /> Anything to the contrary hereinabove notwithstanding, such a revision of the legal descriptions of the Tracts shall not
<br /> require a written amendment to this Agreement. In such event, Windsor's execution and delivery of the closing
<br /> instruments containing the revised legal description(s) and County and BOT's acceptance of said instruments and of the
<br /> final Survey (if any) containing the revised legal description(s) shall constitute a full and complete ratification and
<br /> acceptance of the revised legal description(s) of the Tracts by the parties.
<br /> 5
<br /> BLA404 , Revised 01 /26/06
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