75D - PH - ACQUISITION 1922 AND 2002 W 5TH ST

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ORANGE COUNTY TRANSPORTATION AUTHORITY CONFIDENTIAL This document contains personal RIGHT OF WAS' CONTRACT information, arta pursuant to Civil Code section 1798.21, it shall be kept confidential in order to protect against unauthorized disclosure. 4. The parties intend that this Agreement will result in a full, complete and final resolution and settlement of any and all claims, causes of action or disputes which exist, or may exist, between them as to the acquisition, possession and/or use of the Property Interests, except as expressly provided herein. It is therefore understood that the waiver, under this Agreement, of any rights, damages, compensation or benefits to which Grantor is, or may be, entitled is intended to be full and complete. Accordingly, except as provided herein, upon and subject to the Close of Escrow: (A) Pursuant to the releases set forth in this Agreement, Grantor specifically waives the provision of section 1542 of the Civil Code of the State of California which provides: "A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor." (B) Grantor represents and warrants that he understands the effect of this waiver of section 1542 and has had the opportunity to discuss the effect of this waiver with counsel of his choice. Any monies payable under this Agreement up to and including the total amount of unpaid principal and interest on note(s) secured by mortgage(s) or deed(s) of trust, if any, and all other amounts due and payable in accordance with the terms and conditions of said deed(s) of trust or mortgage(s), shall upon demand(s) be made payable to the mortgagee(s) or beneficiary(ies) entitled thereunder; said mortgagee(s) or beneficiary(ies) are to furnish Grantor with good and sufficient receipt showing said monies credited against the indebtedness secured by said mortgage(s) or deed(s) of trust. 6. Grantor represents and warrants that he is the fee simple owner of the Property and that he has the right to convey the Property Interests. Grantor will defend and indemnify OCTA, its successors and/or assigns against any and all claims, demands, causes of action filed against OCTA, its successors and/or assigns by someone claiming a legal interest in or right to the Property, or any portion thereof. Grantor represents and warrants that he will defend and indemnify OCTA, its successor and/or assigns in the amount of any due and unpaid real property taxes, assessments, liens and any penalties and delinquencies on the Property. Grantor represents and warrants that he has made no assignment of any interest in the Property. 7. Grantor represents and warrants that there are no oral or written leases on all or any portion of the Property exceeding a period of one month (with the exception of the leases entered by and between Grantor and SA Recycling), and Grantor agrees to defend and indemnify and hold OCTA harmless and reimburse OCTA for any and all of its losses and expenses occasioned by reason of any lease of said Property held by any tenant of Grantor for a period exceeding one month (with the exception of leases held by SA Recycling). Grantor acknowledges that a general release or quitclaim deed will be required from any lessee that has a lease term exceeding one month (other than SA Recycling). Said general release or quitclaim deeds are to be provided to Commonwealth Land Title Insurance Company, other selected escrow company, or OCTA by Grantor, prior to the close of escrow. The provisions of this paragraph shall apply to current leases on Grantor's property (excluding leases with SA Recycling) as well as future leases, if any, that are entered into after the execution of this Agreement.