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

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(viii) Not take any other action which may have an adverse effect upon the Vinci Property or upon the Agency if the Agency acquires the Vinci Property; (ix) Not commence any action with respect to the Vinci Property or the Erickson Property, without first obtaining the prior written consent of the Agency, which consent may be withheld in the Agency's sole and absolute discretion; (x) Not use, produce, process, manufacture, generate, treat, handle, store (except for gasoline in the tanks of automobiles and trucks) or dispose of any Hazardous Substances in, on or under the Leased Premises, or use the Leased Premises for any such purposes, or release any Hazardous Substances into any air, soil, surface water or groundwater comprising the Leased Premises; and (xi) Comply with all Environmental Laws applicable to the Leased Premises, or the use or occupancy thereof, or any operations or activities therein or thereon. H. Brokera eg Fees. Vinci hereby represents and warrants to the Agency, and the Agency hereby represents and warrants to Vinci, that no broker or finder has been engaged by it, respectively, in connection with any of the transactions contemplated by this Agreement or to its knowledge is in any way connected with any such transactions. In the event of any claims for brokers' or finders' fees or commissions in connection with the negotiation, execution or consummation of this Agreement, then Vinci shall indemnify, save harmless and defend the Agency from and against such claims if they shall be based upon any statement, representation or agreement by Vinci, and the Agency shall indemnify, save harmless and defend Vinci from and against such claims if they shall be based upon any statement, representation or agreement by the Agency. I. Costs. The Agency shall pay the Escrow fees, the cost of obtaining the Title Policy, all documentary or other transfer taxes, sales taxes, deed preparation and recordation charges. 2. Vinci Improvements Payment. Upon the Close of Escrow, the Agency shall pay to Vinci the sum of Three Hundred Sixty -Seven Thousand Dollars ($367,000) (the "Vinci Improvements Payment ") to help offset Vinci's anticipated costs of making the Vinci Improvements, including consultant fees incurred in connection therewith. 3. Erickson Lease Subsidy. Upon the Close of Escrow, the Agency shall pay to Vinci Three Hundred Eighty -Five Thousand One Hundred Three Dollars ($385,103) (the "Erickson Lease Subsidy Advance ") as an advance against the "Net Present Value" of the rent differential between the monthly rent owing to Erickson under the Erickson Lease and Twelve Thousand Two Hundred Dollars ($12,200) per month (with said amount escalated every five (5) years at a rate tied to the compound growth rate in the Consumer Price Index (CPI) between each escalation period up to a maximum cap of three percent (3 %) per annum) for the period from the expiration of the License Period (as hereinafter defined) until the expiration of the Erickson Lease, including all Option rights thereunder (the "Erickson Lease Subsidy "). The parties agree that the Erickson Lease Subsidy Advance is subject to increase by the Agency or partial refund to the Agency. The parties agree that the final calculation of the Erickson Lease Subsidy shall be -8- 600090435v6 8 -122