BRISTOL CHINO II, LLC; GINSBORG BOYS, LLC; NMC SANTA ANA, LOLC 1-2010

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The liability to the Escrow Agent under this Agreement is limited to performance of the obligations imposed upon it under Section 4, Section 6, Section 11 and Exhibit "D" of the General Provisions of this Agreement. 5. Property Taxes. Real property taxes, if any, on said real property for the fiscal year within which said real property is conveyed to City as are unpaid at the time of said conveyance shall be cleared and paid in accordance with the provisions of Section 4986 and 5081 of the Revenue and Taxation Code of the State of California. All unpaid taxes on said real property for any and all years prior to the fiscal year within which said conveyance is made shall be paid by Seller before conveyance of said real property to City. 6. Payment of Purchase Price. City agrees to pay to Seller, and Seller agrees to accept from City, as and for the full purchase price for said Easement Deed, the total sum of TWENTY FOUR THOUSAND AND NO/100 Dollars ($24,000). City agrees to deposit said purchase price in escrow with the Escrow Agent within THIRTY (30) days from and after the date on which the City has approved this Agreement, and the Escrow Agent is hereby authorized to pay the same to Seller upon and after: (a) Conveyance of said real property by Seller to City as hereinabove provided; (b) Acceptance by City of a Easement Deed conveying said real property to City; and (c) Recordation of the Deed conveying said real property to City. However, if the events described in Subsections (a) through (c) above have not occurred by November 30, 2010, then either party shall have the right to cancel this Agreement by written notice thereof to the other party, so long as the reason why same has not occurred is due to no fault of the cancelling party. 7. Possession. Seller agrees to deliver to City, on the date the Deed conveying said real property to City is recorded, quiet and peaceful possession of said real property. 8. Waivers. The waiver by City of any breach of any covenant or agreement herein contained on the part of Seller shall not be deemed or held to be a waiver of any subsequent or other breach of said covenant or agreement nor a waiver of any breach of any other covenants or agreements contained herein. 9. Heirs. Assigns. Successors in Interest. This Agreement, and all the terms, covenants and conditions hereof, shall apply to and bind the heirs, executors, administrators, successors and assigns of the respective parties hereto. 10. Time is of the Essence. In all matters and things hereunder to be done and in all payments hereunder to be made, time is and shall be of the essence. 11. Permission to Enter on Premises. Seller hereby grants City, and its authorized agents, permission to enter upon said real property at all reasonable times prior to close of escrow for the purpose of making necessary inspections. 12. Just Compensation. Seller acknowledges and agrees that said purchase price is just compensation at fair market value for said real property and includes payment for fixtures & equipment (improvements pertaining to the realty), goodwill (if any), and severance damages. City had delivered to Seller an offer to purchase said real property under threat of eminent domain pursuant to Government Code § 7267.2. Seller now wishes to avoid eminent domain proceedings and sell said real property to the City, and City wishes to buy said real property from Seller, pursuant to the terms and conditions of this Agreement in lieu of condemnation. 13. Notices. The mailing address of the City of Santa Ana is 20 Civic Center Plaza, M-36, P.O. Box 1988, in the City of Santa Ana 92702, County of Orange, State of California. The mailing address of the Seller is: NMC c/o Sanford D. Sigal 5850 Canoga Ave, suite 650 Woodland Hills, CA 91367 1176226.3 I 2 /I