America Online 2010 Annual Report Download - page 135

Property. In connection therewith, prior to Closing, Seller shall record an easement (the "Broadrun Easement Agreement") for the location of such
equipment on the Property in the form attached hereto as Exhibit F. The parties acknowledge that the Broadrun Easement Agreement contains certain
amendment and modification rights more particularly set forth in the Broadrun Easement Agreement.
1.6 CC7/CC8.
1.6.1 CC7/CC8 Agreements. Purchaser acknowledges that Seller is currently a party to (i) that certain Agreement dated February 24, 2004 between
Seller and the County, as extended, whereby Seller agreed to complete certain work and improvements in consideration for the approval by the County
of the plat, plans and profiles of the subdivision known as "America Online Creative Center 7", and (ii) that certain Agreement dated February 24, 2004
between Seller and the County, as extended, whereby Seller agreed to complete certain work and improvements in consideration for the approval by the
County of the plat, plans and profiles of the subdivision known as "America Online Creative Center 8" (collectively, the "CC7/CC8 Agreements").
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
CC7/CC8 Agreements with a new separate agreement or agreements by and between Purchaser and the County setting forth the Purchaser's
responsibilities and financial obligations, including posting security required by the County, and releasing Seller, and Purchaser shall enter into such
other documents or instruments so required by the County and/or such other governmental or quasi-governmental agencies to effectuate such
substitution (collectively, the "CC7/CC8 Substitute Agreements"). If the CC7/CC8 Substitute Agreements have 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 CC7/CC8 Substitute Agreements, and (b) Seller and Purchaser shall enter into an agreement in recordable form and recordable by Seller at
Seller's option in the form attached hereto as Exhibit G, whereby, effective as of the Closing Date, Purchaser will be responsible for all of Seller's
obligations under the CC7/CC8 Agreements (the "CC7/CC8 Initial Agreements"). This Section 1.6.1 shall survive Closing.
1.6.2 CC7/CC8 Bonds. Purchaser acknowledges that there are bonds currently held by Seller in favor of the County securing Seller's performance
under the CC7/CC8 Agreements (collectively, the "CC7/CC8 Bonds"; together with the Pedestrian Bridge Bonds, the "Bonds"). From and after the
Closing Date, Purchaser shall reimburse Seller one hundred percent (100%) of the bond premium (as calculated on a per diem basis) attributable to
Purchaser's period of ownership of the Property and paid by Seller for the CC7/CC8 Bonds. As soon as possible after Closing, but in no event later
6