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<br /> (b) No Conflict. The execution and delivery of this Agreement and the
<br /> consummation of the transactions contemplated hereunder on the part of Buyer do not and will
<br /> not violate any applicable law, ordinance, statute, rule, regulation, order, decree or judgment,
<br /> conflict with or result in the breach of any material terms or provisions of, or constitute a default
<br /> under, or result in the creation or imposition of any lien, charge, or encumbrance upon any of the
<br /> property or assets of Buyer by reason of the terms of any contract, mortgage, lien, lease,
<br /> agreement, indenture, instrument or judgment to which Buyer is a party or which is or purports
<br /> to be binding upon Buyer or which otherwise affects Buyer, which will not be discharged,
<br /> assumed or released at the Closing. No action by any federal, state or municipal or other
<br /> governmental department, commission, board, bureau or instrumentality is necessary to make
<br /> this Agreement a valid instrument binding upon Buyer in accordance with its terms.
<br /> (c) Litigatjon. There are no claims, actions, suits or proceedings continuing,
<br /> pending or threatened, which would materially adversely affect Buyer or this transaction.
<br /> (d) As -Is Purchase. EXCEPT AS OTHERWISE PROVIDED IN THIS
<br /> AGREEMENT, BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT
<br /> SELLER IS SELLING AND BUYER IS PURCHASING THE PROPERTY ON AN "AS IS
<br /> WITH ALL FAULTS" BASIS, NO PATENT OR LATENT DEFECTS ON THE PROPERTY
<br /> WHETHER KNOWN NOW OR DISCOVERED LATER SHALL AFFECT THIS
<br /> AGREEMENT, AND THAT BUYER IS NOT RELYING ON ANY REPRESENTATIONS OR
<br /> WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, FROM SELLER,
<br /> ITS AGENTS, OR ANY BROKERS AS TO ANY MATTERS CONCERNING THE
<br /> PROPERTY (collectively, the "Property Condition Matters "). The preceding provisions of
<br /> this Paragraph 13(d) shall not constitute a waiver of any conditions precedent to Buyer's
<br /> obligations under this Agreement. In addition, notwithstanding anything in this Paragraph
<br /> 13� or any other provision herein to the contrary, Buyer reserves all rights and claims that it
<br /> may have under this Agreement or applicable law with respect to the following (collectively,
<br /> "Reserved Claims "): (a) fraud, willful misconduct, or the criminal acts of Seller and its
<br /> members, employees, agents, consultants and contractors (collectively, "Seller's Parties "); (b)
<br /> Claims based upon acts or omissions of Seller or any of the Seller's Parties occurring after the
<br /> Closing; (c) Claims relating to dealings between Buyer and Seller or any of the Seller's Parties
<br /> on transactions or matters relating to other properties; (d) Claims for breach of the
<br /> representations, warranties, covenants and other obligations expressly set forth in this
<br /> Agreement; (e) Claims for breach of the representations, warranties, covenants and other
<br /> obligations set forth in the Closing Documents; (f) any spill, disposal, discharge or other release
<br /> of Hazardous Materials by Seller; or (g) any Claims against any Tenant (including without
<br /> limitation Fred Earnhardt, Jr. or Docktown Marina, Inc.), any Subtenant, or any other tenant or
<br /> occupant of the Real Property.
<br /> (e) Waiver of Civil Code Section 1542. With respect to the Property
<br /> P� Pe
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<br /> Condition Matters referred to in Paraaraphl3(d) above, Buyer, on behalf of itself and its agents,
<br /> successors and assigns, expressly waives all rights under Section 1542 of the Civil Code of the
<br /> State of California ( "Section 1542 "), or any other federal or state statutory rights or rules, or
<br /> principles of common law or equity, or those of any jurisdiction, government, or political
<br /> subdivision thereof, similar to Section 1542. Section 1542 provides as follows:
<br /> Purchase and Sale Agreement 1548 Maple
<br /> 03.04.2011 v.1
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