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

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(b) On the Closing Date, Vinci shall not be in default in the performance of any covenant or agreement to be performed by Vinci under this Agreement; (ii) The Title Company is irrevocably committed to deliver to the Agency the Title Policy described in Section 1.C; (iii) Vinci. Escrow shall not close unless and until the following conditions precedent and contingencies have been satisfied or waived in writing by Vinci: (a) All funds and instruments described in this Section 11 have been delivered to the Escrow Holder; (b) On the Closing Date, the Agency shall not be in default in the performance of any covenant or agreement to be performed by the Agency under this Agreement. D. Waiver of Performance. Either party may waive the satisfaction or performance of any conditions or agreements in this Agreement which have been inserted for its own and exclusive benefit, so long as the waiver is signed (unless the Agreement provides for a non- written waiver) and specifies the waived condition or agreement and is delivered to the other party hereto and the Escrow Holder. E. Recordation and Transfer. Upon satisfaction of the conditions set forth in Section I LC above, Escrow Holder shall transfer the Vinci Property as follows: (i) Cause the Grant Deed and the Lease Assignment Memorandum to be recorded in the Official Records of Orange County, California; (ii) Deliver to (i) the Agency at least one fully executed original of the Lease Assignment, the Assignment of Intangible Property, the Section 1445 Affidavit, the Form 593, the Estoppel Certificate, the Vinci Resolutions, the Settlement Agreement, the Insurance Certificates, and at least one conformed copy of the recorded Grant Deed and the Lease Assignment Memorandum, (ii) Vinci at least one fully executed original of the Lease Assignment, the Assignment of Intangible Property, the Section 1445 Affidavit, the Form 593, the Estoppel Certificate, the Agency Resolutions and at least one conformed copy of the recorded Grant Deed and the Lease Assignment Memorandum, and (iii) the parties entitled thereto any other closing documents; (iii) Disburse all funds deposited with Escrow Holder by the Agency in payment of the Purchase Price for the Vinci Property as follows: (a) to the extent that Vinci is a foreign person pursuant to Section 1445 of the Internal Revenue Code of 1986, as amended, and is not otherwise exempt from such section's withholding requirements, withhold the cash equivalent of ten percent (10 %) of the Purchase Price (unless some lesser amount is authorized by the Internal Revenue Service); (b) to the extent that Vinci is a non - California resident pursuant to Revenue and Taxation Code Sections 18805 and 26131, and is not otherwise exempted from -15- 600090435v6 8 -129