LA VICTORIA TACO (SAUL PORTILLO)

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10. Until the closing, Sellers shall bear all risk of loss injury, damage, or destruction of the assets of the business. If any loss, injury, damage, or destruction substantially impairs the value of the assets prior to the closing, Buyer shall proceed to close and the purchase price shall be reduced by the value of those certain items which were lost, injured, damaged, or destroyed and Sellers shall be entitled to any applicable insurance proceeds. After the closing, Sellers shall continue in full force and affect any and all insurance policies which protected or insured the value of said F & E. Said policy or policies of insurance shall name the City of Santa Ana as the beneficiary of any proceeds from said insurance in the event that those items, which are being purchased by Buyer, are lost, injured, damaged or destroyed. 11. Buyer and Sellers agree that the following items shall be paid current, prior to the close of escrow: (a) All personal property taxes, if any, on said property for the fiscal year within which said business is conveyed to the Buyer as are unpaid at the time of said conveyance shall be cleared and paid in accordance with the provisions of Section 4986 of the Revenue and Taxation Code of the State of California. Sellers shall be eligible for a refund under Section 5096.7 of the Revenue and Taxation Code of the State of California for that portion of said taxes on said property for said fiscal year which have been paid prior to the date of conveyance of said assets to Buyer is finalized, which is allocable to that portion of the fiscal year which begins on the date the conveyance of said assets to Buyer occurs and made uncollectible if unpaid by reason of Section 4986 of the Revenue and Taxation Code of the State of California. All unpaid taxes on said assets for any and all years prior to the fiscal year within which said conveyance is made shall be paid by Sellers before conveyance of said assets to Buyer 12. Buyer and Sellers shall take a complete inventory of the Furniture, fixtures and equipment which are the subject of this Contract and are being sold and purchased under this Contract, at the close of business on the day immediately preceding closing, in the following manner: (a) No item listed on the inventory shall be sold to any person other than Buyer or removed from the premises until the closing, except with the Buyer's expressed written consent. 13. Pacific Relocation Consultants, whose offices are located at 100 West Broadway, Suite 300, Long Beach, California, Steve Oliver (310) 590-8564 is hereby appointed escrow agent ("Escrow Agent") to conduct the purchase and sale of the business' assets. 14. Sellers shall execute and deliver to the Escrow Agent appropriate escrow instructions requiring the Escrow Agent to pay from the purchase price due Sellers through the escrow all claims against the business' assets received by the Escrow Agent prior to the closing of escrow.