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• • Paragraph 23, Seller shall maintain or cause to be maintained the Real Property in substantially the same condition as it exists as of the Effective Date. Seller shall timely discharge, prior to the Closing, any and all obligations relating to work performed on or conducted at or materials delivered to the Real Property from time to time by Seller, or at Seller's direction or on its behalf, in order to prevent the filing of any claim or mechanic's lien with respect to such work or materials, and shall indemnify and hold Buyer harmless from any Claims or liens filed or otherwise claimed, in connection with any work, labor and/or materials ordered by or at the direction of Seller prior to the Closing. Until the Closing, Seller shall keep in full force and effect all existing insurance policies affecting the Real Property which it now maintains. (d) Changes in Circumstances. Seller shall promptly notify Buyer of any change in any condition with respect to the Property or of any event or circumstance of which Seller becomes aware which makes any representation or warranty of Seller under this Agreement untrue or misleading in any material respect, or any covenant of Buyer under this Agreement incapable or less likely of being performed, it being understood that Seller's obligation to provide notice to Buyer shall in no way relieve Seller of any liability for a breach by Seller of any of its representations, warranties or covenants under this Agreement. 16. Assignment. Buyer may assign this Agreement and its rights and obligations hereunder by delivery to Seller of written notice of such assignment, provided that such assignee expressly assumes all of the obligations and liabilities of Buyer under this Agreement arising or accruing after the date of such assignment. No assignment shall relieve the original Buyer under this Agreement from its liability under this Agreement. Subject to the preceding provisions of this Paragraph 16, this Agreement shall be binding upon and shall inure to the benefit of the successors and permitted assigns of the parties to this Agreement. 17. Memorandum of Agreement. At Buyer's request Seller shall execute and acknowledge a Memorandum of this Agreement substantially in the form attached hereto as Exhibit B (the "Memorandum "), and Buyer shall be entitled to record same in the official land records of the County. If this Agreement terminates for reasons other than Seller's default, Buyer shall execute a quitclaim deed sufficient to release the Memorandum from the Property. 18. Entire Agreement; Amendments. This Agreement and the exhibits hereto set forth all of the promises, covenants, agreements, conditions and undertakings between the parties hereto with respect to the subject matter hereof, and supersede all prior and contemporaneous agreements and understandings, inducements or conditions, express or implied, oral or written, except as contained herein. This Agreement p may not be changed orally but only by an agreement in writing, duly executed by or on behalf of the party or parties against whom enforcement of any waiver, change, modification, consent or discharge is sought. 19. Attorneys' Fees. If a legal action, suit, or proceeding is brought by Buyer or Seller to enforce or interpret any of the provisions of this Agreement, or otherwise with regard to the Escrow or the Property, the prevailing party shall be entitled to recover all costs and reasonable attorneys' fees incurred in connection therewith. "Prevailing party" within the meaning of this paragraph shall include, without limitation, a party who brings an action against the other after the other party is in breach or default, if such action is dismissed upon the other party's payment of the sums allegedly due or performance of the covenant allegedly breached, or Purchase and Sale Agreement 1548 Maple 03.04. 2011 v.4 19