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

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14. Exceptions. City agrees to accept title to said real property subject to all matters listed or referenced in the Preliminary Report from First American Title Company dated July 6, 2010, and any other matter of record or which a survey would reveal. 15. Entire Agreement. It is mutually agreed that the parties hereto have herein set forth the whole of their Agreement. Performance of this Agreement by City shall lay at rest, each, every, and all issue(s) that were raised or could have been raised in connection with the acquisition of said real property by City. 16. Intentionally Left Blank. 17. Compliance With Environmental Laws. To the current actual knowledge of Seller, without duty of inquiry or investigation, the Property complies with all applicable laws and governmental regulations including, without limitation, all applicable federal, state, and local laws pertaining to air and water quality, hazardous waste, waste disposal, and other environmental matters, including, but not limited to, the Clean Water, Clean Air, Federal Water Pollution Control, Solid Waste Disposal, Resource Conservation Recovery and Comprehensive Environmental Response Compensation and Liability Acts, and the California Environment Quality Act, and the rules, regulations, and ordinances of the city within which the subject property is located, the California Department of Health Services, the Regional Water Quality Control Board, the State Water Resources Control Board, the Environmental Protection Agency, and all applicable federal, state, and local agencies and bureaus. However, Seller hereby notifies City that Chevron Oil Company previously occupied the real property as a service station, and it is possible certain contamination may have occurred in connection with such use. 18. Intentionally Left Blank. 19. Continaency. It is understood and agreed between the parties hereto that the completion of this transaction, and the escrow created hereby, is contingent upon the specific acceptance and approval of the City herein. The execution of these documents and the delivery of same to Escrow Agent constitutes said acceptance and approval by City. 20. Modification and Amendment. This Agreement may not be modified or amended except in writing signed by the Seller and City. 21. Partial Invalidity. Any provision of this Agreement that is unenforceable or invalid or the conclusion of which would adversely affect the validity, legality, or enforcement of this Agreement shall have no effect, but all the remaining provisions of this Agreement shall remain in full force. 22. Captions. Captions and headings in this Agreement, including the title of this Agreement, are for convenience only and are not to be considered in construing this Agreement. 23. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California. 24. No Reliance By One Party On The Other. Each party has received independent legal advice from its attorneys with respect to its interest in executing this Agreement and the meaning of the provisions hereof. The provisions of this Agreement shall be construed as to their fair meaning, and not for or against any party based upon any attribution to such party as the source of the language in question. 25. No Third Party Beneficiary. This Agreement is intended to benefit only the parties hereto and no other person or entity has or shall acquire any rights hereunder. 26. Duty To Cooperate Further. Each party hereby agrees that it shall, upon request of the other, execute and deliver such further documents (in form and substance reasonably acceptable to the party to be charged) and do such other acts and things as are reasonably necessary and appropriate to effectuate the terms and conditions of this Agreement, as set forth in paragraph 4. 27. Applicability of Agreement To Assignees. This Agreement shall be binding upon and shall inure to the benefit of the successors and assigns of the parties to this Agreement. 1176226.3 3