America Online 2010 Annual Report Download - page 131

office building containing approximately 175,021 square feet of space located at 22265 Pacific Boulevard (collectively, the "Buildings"),
together with the structured parking garage located on the 22260 Pacific Boulevard portion of the Land and the structured parking garage located
on the 22265 Pacific Boulevard portion of the Land, it being understood and agreed, however, that Purchaser shall not have the right, pursuant to
this Agreement, to purchase any of such fixtures and improvements which constitute Excluded Property (as defined below).
1.1.3 Personal Property. Excepting only the Excluded Property, Seller's interest in the Leases (as defined in Section 6.1.6), furniture, equipment, spare
parts, and other personal property owned by Seller which is located on or in the Land or the Improvements and which is necessary for the
operation of the Improvements (collectively, the "Personal Property"), and
1.1.4 Intangible Property. Excepting and excluding the names, trademarks or other intangible property of a confidential or proprietary nature or
confidential agreements, and the Bonds (as defined in Section 1.6.2) which shall be replaced by Purchaser or transferred to Purchaser, as
applicable, in accordance with Section 1.3 and Section 1.6), Seller's interest, if any, in any permits (excluding the Seller Air Permit (as defined in
Section 1.7), certificates of occupancy, utility contracts, licenses, warranties or unexpired claims or other rights relating to the ownership, use,
development, construction, design, use and operation of the Land and Improvements, in each case in Seller's possession and limited to the extent
transferable or assignable (collectively, the "Intangible Property").
1.2 Excluded Property. Notwithstanding anything to the contrary in this Agreement, the Property shall not include any of the personal property and assets
of Seller listed on Exhibit B to this Agreement (all such property and assets, the "Excluded Property"), and the Excluded Property shall not be
transferred or conveyed to Purchaser.
1.3 Pedestrian Overpasses. Located on or adjacent to portions of the Property are the following structures: (a) the pedestrian overpass (the "CC1/CC3
Overpass") between the property located at 22070 Broderick Drive ("CC1") and the property located at 22110 Pacific Boulevard ("CC3"), and (b) the
pedestrian overpass (the "CC4/CC6 Overpass") between the property located at 22260 Pacific Boulevard ("CC4") and the property located at 22265
Pacific Boulevard ("CC6") (collectively, the "Pedestrian Overpasses"). Seller is currently a party to that certain "Agreement for Maintenance of a
Pedestrian Overpass within the Public Right of Way" dated October 23, 2009 (the "AOL/County Agreement") between Seller and the Board of
Supervisors of Loudoun County, Virginia (the "County"). Seller and the County entered into the AOL/County Agreement to set forth the obligations of
each party with respect to the Pedestrian Overpasses for so long as they exist, to provide
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