Deed - 1177 & 1199 San Leandro Blvd - File 1177, 1986

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evidence of other costs and expenses incurred by Seller, all of which shall be certified by Seller as true and correct. Unless Wendy's has reason to contest such costs and expenses, or unless Wendy's receives written notice from the City contesting such costs and expenses within fifteen (15) days after the City receives the aforesaid written notice from Seller, Wendy's shall reimburse Seller from the escrow fund for costs and expenses incurred by Seller in connection with such work. If either party contests the amount claimed as due by Seller, Wendy's shall not be required to reimburse Seller until the contest is resolved either by agreement of all parties hereto or by a judicial determination. 5. Although Wendy's shall make a reasonable effort to invest and re -invest the escrow fund in a Certificate of Deposit which carries a favorable interest rate, Wendy's shall not be liable or responsible for determining whether the Certificate of Deposit actually obtained by Wendy's is the best available rate. 6. Any notice required or intended to be given to any party under the terms of this Escrow Agreement shall be in writing and shall be deemed to be given if delivered personally or if deposited in the United States mail, marked certified or registered, return receipt requested, with postage prepaid, addressed to the party to which notice is to be given at the party's address set forth above, or at such other address as the party may hereafter designate by notice. 7. This Escrow Agreement, and the terms, covenants and conditions herein contained, shall continue in full force and effect for a period of five (5) years from the effective date hereof as set forth above. At the end of such time, the escrow fund shall be converted into immediately available federal funds , any sums due to Wendy's or the City for unsatisfied Claims shall be paid to Wendy's or the City (as the case may be), and the remainder of the escrow funds shall be paid to Seller. If, at the time this Escrow Agreement expires, there are no unsatisfied Claims by Wendy's or for which the City has given notice to Wendy's, then Seller's covenants and agreements herein contained shall be void and of no further force and effect. If, at the time of expiration of this Escrow Agreement, Wendy's has an unsatisfied Claim or has received notice of an unsatisfied Claim from the City, this Escrow Agreement shall continue in full force and effect until Wendy's or the City (as the case may be) receives reimbursement in full from either the escrow fund or Seller. 8. Seller and Wendy's hereby release the City, its elective and appointive boards, officers, agents, servants, employees, firms, partnerships and corporations, and each of them, from any and every claim, demand, lien, right or cause of action of any kind or character either Seller or Wendy's may have arising from the inspection and work performed by the City on the real estate as said work relates to the removal of the underground storage tanks and the discharge of gasoline and other hydrocarbons onto and into the real estate. 9. Seller and Wendy's covenant and agree at no time or place to commence or prosecute any action or suit for damages against the City released hereby on account of any and all injuries or damages of any kind whatsoever sustained by Seller or Wendy's by reason of inspection and work performed by the City on the real estate as said work relates to the removal of the underground storage tanks and the discharge of gasoline and other hydrocarbons onto and into the real estate. 10. This Escrow Agreement shall inure to the benefit of and bind the parties hereto, and their respective partners, heirs, executors, administrators, personal and/or legal representatives, successors and assigns. - 3 -