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16. No Representations or Warranties. SELLER MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE REAL PROPERTY, ITS CONDITION, BOUNDARIES, ACREAGE, OR OTHER MATTER THAT AN ACCURATE SURVEY WOULD DISCLOSE. BUYER ACCEPTS THE PROPERTY IN ITS PRESENT CONDITION, AS IS, AND SELLER HAS NO OBLIGATION TO MAKE REPAIRS, REPLACEMENTS OR IMPROVEMENTS ON THE REAL PROPERTY. BUYER HAS EXAMINED EACH COMPONENT OF THE REAL PROPERTY LISTED ON EXHIBIT A AND ACCEPTS IT IN ITS PRESENT CONDITION, WHICH IS SOLD ON AN AS IS, WHERE IS BASIS, WITHOUT ANY EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES OF ANY KIND. 17. Amendments, Modifications, Etc. NEITHER THIS AGREEMENT NOR ANY OF THE TERMS, CONDITIONS OR REPRESENTATIONS CONTAINED HEREIN MAY BE MODIFIED, CHANGED, TERMINATED, AMENDED OR WAIVED EXCEPT BY AN APPROPRIATE WRITING EXECUTED BY THE PARTIES AND AS APPROVED BY THE U.S. BANKRUPTCY COURT. 18. Seller's Disclaimers Regarding Water Ricihts. SELLER HAS NO KNOWLEDGE OF WHAT WATER RIGHTS EXIST IN CONNECTION WITH THE REAL PROPERTY. AS A RESULT, BUYER IS PURCHASING SUCH WATER RIGHTS IN AN AS IS, WHERE IS CONDITION. SELLER HEREBY SPECIFICALLY DISCLAIMS ANY WARRANTIES, REPRESENTATIONS OR GUARANTEES IN CONNECTION WITH THE EXISTENCE, PRIORITY, ADJUDICATION OR ADMINISTRATION OF THE WATER RIGHTS AND THE DEBTOR'S OWNERSHIP INTEREST IN AND TO THE WATER RIGHTS. THIS DISCLAIMER SHALL SPECIFICALLY SURVIVE THE CLOSING OF THIS AGREEMENT OR ANY TERMINATION HEREOF. 19. Headincxs. The paragraph and other headings contained in this Agreement are for reference purpose only and shall not in any way affect the meaning or interpretation of the text of this Agreement. 20. Applicable Law. This Agreement and any and all documents executed pursuant hereto shall be construed and enforced in accordance with the laws of the State where the property is located. 21. Recordation of this Agreement. The parties shall not record this Agreement without the express written consent of the other party and any recording without such consent shall be of no force or effect and shall be void. 22. Assignments. Neither party has the right to assign this Agreement without the consent of the other party and approval of the U.S. Bankruptcy Court. 23. Enforcement Expenses. In the event Seller or Buyer shall take any actions, judicial or otherwise, to enforce or interpret any of the terms of this Agreement, the prevailing party shall be entitled to recover from the other party all expenses which it may O'~FlIEf\TALLM.IMRECSHSAL.~Gf - 6 -