010306 RESO Approving AA Mutual Release-Jt Exrow Inst Vinci Invest_

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E. Vinci's Warranties. Vinci hereby covenants that the following representations and warranties of Vinci are true as of the date of this Agreement and shall be true and correct as of the Close of Escrow. The Agency's rights with respect to the following representations and warranties shall survive the Close of Escrow. (i) Power and Authority of Vinci. Vinci is a corporation duly organized and existing under the laws of the State of California and duly qualified to conduct business activities in the State of California. Vinci has the requisite right, corporate power and authority to sell, convey and transfer the Vinci Property to the Agency, as provided herein, and to enter into and carry out the terms of this Agreement and the execution and delivery hereof and of all other instruments referred to herein. The performance by Vinci of Vinci's obligations hereunder will not violate or constitute an event of default under the terms and provisions of any material agreement, document or instrument to which Vinci is a party or by which Vinci is bound. All proceedings required to be taken by or on behalf of Vinci to authorize it to make, deliver and carry out the terms of this Agreement have been duly and properly taken. No further consent of any person or entity is required in connection with the execution and delivery of, or performance by Vinci of its obligations under this Agreement, including, without limitation, the consent or approval of any bankruptcy or other court having jurisdiction over Vinci or the Vinci Property. (ii) Validity of Agreement. This Agreement is a valid and binding obligation of Vinci, enforceable against Vinci in accordance with its terms, subject to the effect of applicable bankruptcy, insolvency, reorganization, or other similar laws affecting the rights. of creditors generally. (iii) Erickson Lease. The copy of the Erickson Lease delivered to the Agency pursuant to this Agreement is a true and correct copy thereof. There are no amendments or modifications to the Erickson Lease that will be binding on the Agency. The Erickson Lease is in full force and effect. To the knowledge of Vinci, the Erickson Lease is the only lease affecting the Erickson Property and Vinci is the only tenant under the Erickson Lease and the only tenant of the Erickson Property. To the knowledge of Vinci, there are no other agreements, written or oral, with respect to the tenancies, or the Improvements on the Erickson Property. There are no defaults under the Erickson Lease nor have events occurred which with notice or passage of time, or both, would constitute a default thereunder. Vinci has not made any previous assignment, transfer or other disposition of all or any part of its interest in the Erickson Lease and there are no encumbrances covering Vinci's interest in the Erickson Lease that will survive the Close of Escrow. (iv) Hazardous Substances. Except as set forth in the environmental reports described in Exhibit "C" attached hereto (the "Environmental Reports "), to Vinci's actual knowledge, without any duty of inquiry or investigation: (a) no Hazardous Substances (as hereinafter defined) are present in, on or under the Erickson Property, and there is no present Release (as hereinafter defined) or threatened Release of any Hazardous Substances in, on or under the Erickson Property; (b) the Erickson Property and every part thereof, and all operations and activities therein and thereon and the use and occupancy thereof, comply with all applicable Environmental Laws (as hereinafter defined), and neither Vinci nor any person using or occupying the Erickson Property or any part thereof is in violation of any Environmental Laws with respect to the Erickson Property; (c) no claim, demand, action or proceeding of any kind -4- 600090435x6 8-118