America Online 2010 Annual Report Download - page 132

assurances with regard to such obligations and to induce the County to enter into that certain "County/State Agreement for Inspection and Maintenance
of County Controlled Grade Separation Structures" dated April 13, 2010 (the "County/State Maintenance Agreement") between the County and the
Virginia Department of Transportation (the "Department") so that the Department will accept Pacific Boulevard as part of the Secondary System of
State Highways. With respect to the Pedestrian Overpasses, the parties agree as follows:
1.3.1 Pedestrian Overpass between CC1 and CC3. Subject to Section 1.3.3 below, the CC1/CC3 Overpass shall remain in place after Closing.
Immediately upon the Effective Date, the parties will diligently and in good faith, and at each party's sole cost and expense, work together to
replace the portion of the AOL/County Agreement that relates to the CC1/CC3 Overpass with a new separate agreement by and among Seller,
Purchaser and the County setting forth the Seller's and Purchaser's responsibilities and financial obligations (which shall be divided evenly
between Seller and Purchaser), including posting security required by the County, pertaining to the CC1/CC3 Overpass (the "CC1/CC3
Substitute Agreement"). If the CC1/CC3 Substitute Agreement has not been executed and fully approved by all applicable parties by Closing,
then (a) Seller and Purchaser shall continue to work in good faith, and at each party's sole cost and expense, to finalize the CC1/CC3 Substitute
Agreement, and (b) in the interim period, Seller and Purchaser shall enter into an agreement in recordable form and recordable at either party's
option, and in the form attached hereto as Exhibit C (the "CC1/CC3 Initial Agreement"), whereby, effective as of the Closing Date, Purchaser
shall be responsible for performing (in lieu of Seller performing) all of the obligations of Seller under the AOL/County Agreement with respect to
the CC1/CC3 Overpass (the "CC1/CC3 Obligations"). In addition, at Closing, Purchaser and Seller shall enter into a release of the CC1/CC3
Initial Agreement (the "CC1/CC3 Release"), which shall be in recordable form and held in escrow by the Escrow Agent pursuant to written
instructions from Purchaser and Seller instructing the Escrow Agent to record the CC1/CC3 Release upon receipt of the CC1/CC3 Substitute
Agreement. This Section 1.3.1 shall survive Closing.
1.3.2 Pedestrian Overpass between CC4 and CC6. Subject to Section 1.3.3 below, the CC4/CC6 Overpass shall remain in place after Closing in
accordance with the Raytheon Lease. Immediately upon the Effective Date, the parties will diligently and in good faith, and at each party's sole
cost and expense, work together to replace the portion of the AOL/County Agreement that relates to the CC4/CC6 Overpass with a new separate
agreement by and between Purchaser and the County setting forth the Purchaser's responsibilities and financial obligations, including posting
security required by the County, pertaining to the CC4/CC6 Overpass and
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