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

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(k) such other instruments and documents as may be reasonably requested by Escrow Holder or otherwise required to transfer the Vinci Property to the Agency. (ii) Delivery by the Agency in Escrow. Prior to the Close of Escrow, the Agency shall deposit into Escrow: (a) three (3) originals of the Lease Assignment, duly executed in counterpart by the Agency, assuming Vinci's interest and obligations as tenant under the Erickson Lease from and after the Close of Escrow; (b) three (3) originals of the Assignment of Intangible Property, duly executed in counterpart by the Agency, assuming Vinci's interest in and obligations with respect to the Intangible Property from and after the Close of Escrow; (c) resolutions from the Agency (the "Agency Resolutions ") evidencing Agency'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 Agency to act for and bind Agency; and (d) such other instruments and documents as may be reasonably requested by Escrow Holder or otherwise required to transfer the Vinci Property to the Agency. (iii) Further Deliveryby the Agency in Escrow. Upon the Closing Date, the Agency shall deposit into Escrow by certified or cashier's check if acceptable to Escrow Holder (or a wire transfer of immediately available funds) the amount of the Purchase Price, the Vinci Improvements Payment, the Erickson Lease Subsidy Advance and the Extraordinary Expenses Payment, plus such additional sums as shall be necessary to pay the expenses payable by the Agency hereunder so long as the following conditions precedent have been satisfied: (a) Escrow Holder has previously notified the Agency that Vinci has delivered into Escrow (i) all of its documents required under Section 11.13(i) above, and (b) Escrow Holder has previously notified the Agency that Escrow Holder is able to proceed to close Escrow in accordance with the terms of this Agreement. (iv) Delivery Escrow Holder. At least one (1) business day prior to the Close of Escrow, Escrow Holder shall deliver to the Agency and Vinci a pro forma closing statement which sets forth, in a manner satisfactory to the Agency and Vinci, the prorations and other credits and debits contemplated by this Agreement. C. Conditions to Close. (i) The Agency. Escrow shall not Close unless and until the following conditions precedent and contingencies have been satisfied or waived in writing by the Agency: the Escrow Holder; 6000904350 (a) All instruments described in this Section 11 have been delivered to -14- 8 -128