COLE FAMILY THE, LIVING TRUST, WALTER W. COLE JR. AND ANTOINETTE AS TRUSTEE

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8. Rental and Occupancy By Seller. Seller agrees to execute a complete, current and correct statement of rentals (Seller Estoppel) on a form furnished to Seller by City and deliver same to City within fifteen (15) days after escrow is opened, with copies of any written leases or rental agreements attached. All rents will be prorated as of the close of escrow on the basis of a 30-day month/360-day year consistent with that statement, subject to approval of City. Seller hereby agrees not to rent any units on the premises which are vacant as of the date that this agreement is executed by Seller, or which may be vacated by present occupants prior to close of escrow. In return, the City agrees to reimburse Seller lost rentals incurred by keeping units vacant through the close of escrow. Seller agrees that any and all Tenant Security Deposits pertaining to the subject property collected by or in the possession of Seller prior to the close of escrow shall be transferred to and become the property of City during escrow. Seller hereby warrants that the rental statement referred to shall include the terms of all rental agreements, tenancies, and leases (written, unwritten, recorded, or unrecorded) and Seller agrees to hold City harmless from all liability from any such leases or agreements not included in said rental statement. 9. Waivers. The waiver by City of any breach of any covenant or agreement herein contained on the part of the 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. 10. Heirs, Assigns, Successors -in -Interest. This PSA, 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. 11. 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. 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. 13. Notices. Notices shall be mailed as follows: To City: City of Santa Ana 20 Civic Center Plaza (M-36) P.O. Box 1988 Santa Ana, CA 92701, To Seller: Walter W. Cole 115 Coral Avenue Newport Beach, CA 92662 14. Exceptions. City agrees to accept title to said real property subject to the following: Lease Agreement with Fidal Garcia and Rita Ramos dba 7 Days Tire Store", for a term of ten (10) years, commencing March 1, 2009. 15. Entire Agreement. This Agreement represents the complete and exclusive statement between the parties, and supersedes any and all other agreements, oral or written, between the parties. The parties agree that any terms or conditions of any instrument that are inconsistent with, or in addition to, the terms and conditions of this PSA, shall not bind or obligate either party. Each party to this PSA acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein.