04 - Lic Agrmt - Wilson Auto Group

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RIGHT OF ENTRY AND LICENSE AGREEMENT THIS RIGHT OF ENTRY AND LICENSE AGREEMENT ("Agreement") is made and entered into as of day of , 2010 by and between the COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF SANTA ANA, a body corporate and politic organized and existing under the Community Redevelopment Law of the State of California, California Health & Safety Code § 33000 et seq. (hereinafter referred to as the "Agency"), and DWWRBB, Ireco, a California Corporation, doing business as Freeway Honda, with respect to the following: RECITALS A. The Agency is the fee owner of that certain real property located on the northeast corner of E. Edinger and Auto Mall Drive in the City of Santa Ana, California, described as APN Nos. 402-101-43 (the "CRA Property"): B. The Agency is the Lessee of that certain property commonly known as 2051 and 2101 East Edinger Avenue, Santa Ana, California (the "Erickson Leased Premises") pursuant to that certain Standard/Industrial/Commercial Single-Tenant Lease-Net dated December 28, 1992 between Erickson Properties Corporation, a California corporation ("Erickson"), as Landlord, and Mohammed Hussain Joher aka Mohammed Hussain Joher, Mohammed Zouhair Joher and Hassan Joher (collectively, "Johers"), as Tenant, covering the Erickson Leased Premises, as the Johers' interest was ultimately assigned by Vinci to the Agency (the "Lease") (the CRA Property and the Erickson Leased Premises are hereinafter collectively referred to as the "Property"). C. Vinci Investment Co., Inc. ("Vinci") and the Agency entered into that certain Acquisition Agreement, Mutual Release and Joint Escrow Instructions dated as of January 19, 2006 (the "Acquisition Agreement"). D. Pursuant to the Acquisition Agreement, the Agency and Vinci entered into that certain Right of Entry and License Agreement dated as of January 24, 2006 that allowed Vinci to use the Property for the sole purpose of the storage and sale of Honda automobiles and trucks consistent with SD 60 zoning requirements for the sole benefit of Vinci's Honda of Santa Ana dealership operating on the land adjacent to the Property ("Agency License Agreement"). E. DWWRBB, Inc. and Vinci entered into that certain agreement entitled "Purchase and Sale of Dealership Assets" dated as of May 10, 2006 in which D W WRBB, Inc. acquired Vinci's interests in the Honda of Santa Ana business (now know as "Freeway Honda") and Vinci assigned to DWWRBB, Inc. certain interests it held under the Acquisition Agreement. F. Pursuant to the sale of the dealership to DW WRBB, Inc., Vinci in turn licensed the Property to DWWRBB, Inc. pursuant to that certain "Parking License" dated on or about October 26, 2006 so that DWWRBB, Inc. would be able to use the Property fox the Honda dealership until such time as the Lease was assigned to the to the owner of Honda of Santa Ana as contemplated by the Acquisition Agreement. G. Upon the close of the sale of Honda of Santa Ana pursuant to the Purchase and Sale of Dealership Assets, DWWRBB, Inc. has been operating the Honda dealership on the 4, - 25 EXHIBIT 1