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

Home Browse Search

B. Documents and Funds Delivered to or by Escrow. The following shall be delivered into the Escrow: (i) Delivery by Vinci in Escrow. Prior to the Close of Escrow, Vinci shall deposit into Escrow: (a) a Grant Deed (the "Grant Deed ") to the Improvements in recordable form, duly executed by Vinci and acknowledged and in substantially the same form as set forth in Exhibit "G" attached hereto; (b) three (3) originals of an Assignment and Assumption of Lease (the "Lease Assignment "), duly executed in counterpart by Vinci assigning to the Agency Vinci's interest and rights, as Lessee, under the Erickson Lease and in substantially the same form as set forth in Exhibit "H" attached hereto; (c) three (3) originals of a Memorandum of Assignment and Assumption of Lease (the "Lease Assignment Memorandum "), duly executed by Vinci and acknowledged and in substantially the same form as set forth in Exhibit "I" attached hereto. (d) three (3) originals of an Assignment of Intangible Property (the "Assignment of Intangible Property"), duly executed in counterpart by Vinci, conveying to the Agency all of Vinci's interest in and the rights to the Intangible Property and in substantially the same form as set forth in Exhibit "J" attached hereto; (e) three (3) originals of an affidavit from Vinci which satisfies the requirements of Section 1445 of the Internal Revenue Code, as amended (the "Section 1445 Affidavit ") and in substantially the same form as set forth in Exhibit "K" attached hereto; (f) three (3) originals of a Withholding Exemption Certificate, Form 593, stating that Vinci is exempt from withholding requirements (the "Form 593 "), and in substantially the same form as set forth in Exhibit "L" attached hereto; (g) three (3) originals of the Estoppel Certificate and Landlord Consent (the "Estoppel Certificate ") executed by Erickson in substantially the same form as set forth in Exhibit "M" attached hereto and containing no information which is objectionable to the Agency; (h) corporate resolutions ( "Vinci Resolutions ") from Vinci evidencing Vinci's authority and authorization to enter into this Agreement and consummate the transactions contemplated herein, and such proof of the power and authority of the individual(s) executing and /or delivering any instruments, documents or certificates on behalf of Vinci to act for and bind Vinci; (i) the Insurance Certificates; 0) one original (or, if an original is not available, a certified copy from the U.S. Bankruptcy Court) of the Settlement Agreement dated August 31, 2005 between Vinci and the Joher Sellers (the "Settlement Agreement "); and -13- 600090435x6 8 -127