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Agency owns, holds or possesses as of the Close of Escrow, or may, following the Close of
<br />Escrow, claim to own, hold or posses against the Vinci Parties.
<br />C. 1542 Release. The parties hereto acknowledge and agree that the releases and
<br />discharges set in Paragraph 6 above are general releases of all claims. The parties hereto
<br />expressly waive, and assume the risk of, any and all claims for damages which exist as of the
<br />Close of Escrow, but which they do not know or suspect to exist, whether through ignorance,
<br />oversight, error, negligence, or otherwise, and which, if known, would materially affect their
<br />decision to enter into this Agreement. The parties hereto understand, and their attorneys have
<br />explained, the importance, meaning and legal effect of Section 1542 of the Civil Code. The
<br />parties hereto hereby agree that all rights under Section 1542 of the Civil Code of the State of
<br />California are hereby waived. Civil Code Section 1542 provides as follows:
<br />"A general release does not extend to claims which the creditor does not
<br />know or suspect to exist in his favor at the time of executing the release,
<br />which if known by him must have materially affected his settlement with the
<br />debtor."
<br />7. License. For a period of twenty -four (24) months from the Close of Escrow (the
<br />"License Term "), the Agency hereby agrees to provide Vinci with a license (the "License ") to
<br />use the Leased Premises and the CRA Property (collectively, the "License Area ") for the sole
<br />purpose of storage and sale of Honda automobiles and trucks consistent with SD 60 zoning
<br />requirements. Vinci shall use and operate the License Area during the License Term in
<br />compliance with all Governmental Requirements. Vinci hereby agrees to maintain for the
<br />License Area during the License Term comprehensive general liability insurance (including
<br />contractual liability and the broad or extended liability endorsement, insuring against claims for
<br />death, bodily injury, personal injury and property damage occurring upon, in or about the Leased
<br />Premises) with policy limits of at least $2,000,000.00 per occurrence from an insurance company
<br />licensed to do business in the State of California with an A.M. Best Company rating not lower
<br />than A -VII, naming the Agency as an additional named insured, and State Workers'
<br />Compensation Insurance for the statutorily mandated limits and Employers Liability Insurance
<br />with limits of not less than Five Hundred Thousand Dollars ($500,000). Vinci shall furnish to
<br />the Agency, prior to the Close of Escrow, policies or certificates evidencing such coverage
<br />( "Insurance Certificates "), which policies or certificates shall state that such insurance coverage
<br />may not be reduced, cancelled, modified or not renewed without at least thirty (30) days' prior
<br />written notice to the Agency. Vinci shall be responsible for all costs of operating and
<br />maintaining the License Area during the License Term, including the cost of all insurance,
<br />utilities, maintenance (including landscaping) and repairs not otherwise paid by Erickson under
<br />the Erickson Lease. In the event Vinci fails to comply with any of its obligations under the
<br />License or under this Agreement (including, without limitation, Section 8, below) within ten (10)
<br />days after written notice from the Agency to Vinci, the Agency may terminate the License.
<br />8. Vinci Improvements. Vinci agrees that it will, at its sole cost and expense, (1) in the first
<br />six (6) months following the Close of Escrow, conduct all necessary environmental
<br />investigations and testing of the Erickson Property, remove all FF &E, demolish all structures and
<br />Improvements on the Erickson Property, including freestanding signs and walls, clear the
<br />Erickson Property, and (2) within the next eighteen (18) months, construct all necessary
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