WALNUT STREET S.A., U.S.A., LLC (100 SOUTH MAIN STREET, LLC)-2007

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allocable to that portion of the fiscal year which begins on the date the deed conveying said real property to Buyer is recorded 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 real property for any and all years prior to the fiscal year within which said conveyance is made shall be paid by Seller before conveyance of said real property to Buyer. 4. Purchase Price. Buyer agrees to pay to Seller, and Seller acknowledges receipt from Buyer, as and for the full purchase price for said real property, fixtures & equipment (improvements pertaining to the realty), the total sum of One Dollar and No/l 00 ($1.00) (the "full purchase price"). 5. Possession. Seller agrees to deliver to Buyer, on the date the Deed conveying said real property to Buyer is recorded, quiet and peaceful possession of said real property, which shall be made free by Seller of all personal property. As of the date that Seller takes possession from Buyer, the parties agree and acknowledge the fact that the certain Amendment to Right of Entry and License Agreement between Buyer and Seller dated on or about November 13, 2006 (City Agreement No. N-2003-127-001), shall be deemed rescinded and terminated, and shall be null and void for all purposes. 6. Waivers. The waiver by Buyer of any breach of any covenant or agreement herein contained on the part of 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. 7. Heirs, Assigns, Etc. This Agreement, 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. 8. 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. 9. Permission to Enter on Premises. Seller hereby grants Buyer, and its authorized agents, permission to enter upon said real property at all reasonable times prior to recordation of the deed for the purpose of making necessary inspections. 10. Notices. The mailing address of the City of Santa Ana is 20 Civic Center Plaza, M-22, P.O. Box 1988, in the City of Santa Ana 92701, County of Orange, State of California, 92702. The mailing address ofthe Buyer is: 100 South Main Street, LLC 1200 North Main Street, Suite 900 Santa Ana, California 92701 attn: Michael Harrah 3