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ASSIGNMENT OF ACCESS AGREEMENT GRANTING RIGHT OF ENTRY
<br /> THIS ASSIGNMENT OF AC ESS AGREEMENT GRANTING RIGHT OF ENTRY("Assignment")
<br /> is made this 2?--day of Sepk, 2009, by and between Waterloo Food Mart and Car Wash, LLC
<br /> ("Waterloo")and BRD Investments, Inc. ("BRD").
<br /> WITNESSETH:
<br /> Waterloo is a party to that certain Access Agreement Granting Right of Entry (the "Access
<br /> Agreement") between Waterloo and Equilon Enterprises, LLC. A copy of said Access Agreement is
<br /> attached hereto as Exhibit"A" and made a part hereof for all purposes relating to the property located at
<br /> 4315 Waterloo Road, San Joaquin County, Stockton,California 95215(the"Property").
<br /> BRD shall be the owner of the Property following the valid and legally recognized purchase of the
<br /> Property from Waterloo taking place concurrently with this Assignment.
<br /> Waterloo desires to assign the Access Agreement to BRD, and BRD desires to accept the
<br /> assignment from Waterloo and assume all of Waterloo's rights, interest, obligations and duties in and to
<br /> the Access Agreement.
<br /> NOW, THEREFORE, in consideration of the mutual covenants and conditions contained herein,
<br /> the parties hereto,intending to be legally bound hereby, covenant and agree as follows:
<br /> 1. Waterloo hereby transfers, assigns and sets over unto BRD all of Waterloo's rights,
<br /> interest, duties, and obligations in and to the Access Agreement.
<br /> 2. BRD hereby accepts the foregoing assignment and assumes all of Waterloo's rights,
<br /> interest, duties,and obligations under the Access Agreement accruing on or after the date hereof.
<br /> 3. The parties agree that this Assignment is effective only after a legally recognized property
<br /> transaction wherein title to the Property passes from Waterloo to BRD. "
<br /> 4. Subject to any relevant representations and warranties of Waterloo in the Purchase
<br /> Agreement covering the Property dated , between Waterloo as Seller and BRD as
<br /> Purchaser, as same may have heretofore been amended, BRD agrees to, and hereby does, indemnify,
<br /> defend, save and hold Waterloo harmless of, from and against any and all loss, cost, expense, liability,
<br /> damages,actions,causes of action,demands or claims arising out of or in connection with the obligations
<br /> of Owner under the Access Agreement accruing on or after the date hereof. Waterloo agrees to, and
<br /> hereby does, indemnify,defend, save and hold BRD harmless of, from and against any and all loss, cost,
<br /> expense, liability, damages, actions, causes of action, demands or claims arising out of or in connection
<br /> with the obligations of Owner under the Access Agreement accruing prior to the date hereof.
<br /> 5. The parties acknowledge that the underground storage tank system that is currently
<br /> located on the Property was installed by Waterloo and is owned and/or operated by Waterloo, subject to
<br /> being sold to BRD in connection with the transfer of title to the Property from Waterloo to BRD, The
<br /> Corrective Action referenced in the Access Agreement being undertaken by Equilon under the direction of
<br /> the San Joaquin County Environmental Health Department (the °Agency"), Code 1760, is only in
<br /> connection with the operation of the underground storage tank system that had been owned/operated by
<br /> Equilon prior to Equilon's sale of the Property to Waterloo, and which was removed by Equilon from the
<br /> Property on or about March 18, 2005, also prior to Equilon's sale of the Property to Waterloo, as
<br /> described in the Underground Storage Tank Removal and Over-Excavation Report dated June 20, 2005,
<br /> submitted to the Agency on Equilon's behalf by Cambria Environmental Technology, Inc.
<br /> 6. Except to the extent that the Access Agreement is modified by this Assignment, the
<br /> remaining terms and conditions of the Access Agreement shall remain unmodified and continue in full
<br /> force and effect.
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