TO, THE
CLOSING DATE, SELLERS SHALL NOT FURTHER ENCUMBER THE PROPERTIES WITH ANY
MORTGAGE, DEED OF TRUST OR SIMILAR SECURITY AGREEMENT. FURTHERMORE, UNLESS TO BE
DISCHARGED IN FULL ON OR PRIOR TO THE CLOSING DATE, SELLERS SHALL NOT, WITHOUT
BUYER'S PRIOR WRITTEN APPROVAL NOT TO BE UNREASONABLY WITHHELD, CONDITIONED OR
DELAYED (I) EXECUTE ANY EASEMENT AGREEMENTS EXCEPT THOSE REQUIRED IN CONNECTION
WITH ONGOING DEVELOPMENT AT A PROPERTY, AND, (II)
46
UNLESS OTHERWISE PERMITTED PURSUANT TO THE TERMS OF THIS AGREEMENT, EXECUTE ANY
OTHER DOCUMENTS OR AGREEMENTS AFFECTING TITLE TO THE PROPERTIES.
(G)
NOTWITHSTANDING ANY LIMITATION SET FORTH HEREIN, SELLERS MAY, WITHOUT
BUYER'S CONSENT AND WITHOUT COST TO BUYER (UNLESS OTHERWISE SET FORTH HEREIN OR
UNLESS OTHERWISE APPROVED BY BUYER) (I) TAKE SUCH ACTIONS, IF ANY, WITH RESPECT
TO THE PROPERTIES, REASONABLY NECESSARY TO COMPLY WITH THE TERMS OF THE LEASES
AND ANY INSURANCE REQUIREMENTS OR TO COMPLY WITH LAWS, RULES OR REGULATIONS OF
ANY GOVERNMENTAL AUTHORITY, (II) TAKE SUCH ACTIONS AS THEY DEEM REASONABLY
NECESSARY TO REPAIR ANY INSURED OR UNINSURED CASUALTY OR DAMAGE, AND (III) TAKE
SUCH ACTIONS WITH RESPECT TO THE PROPERTIES REASONABLY NECESSARY TO PREVENT LOSS
OF LIFE, PERSONAL INJURY OR PROPERTY DAMAGE.
(H)
EACH OF BUYER AND THE SELLER OF PARCEL 29G (THE "29G SELLER") ACKNOWLEDGES
AND AGREES THAT 29G SELLER WILL ENTER INTO SEPARATE CONTRACTS (COLLECTIVELY, THE
"29G CONSTRUCTION CONTRACTS") WITH THE FOLLOWING ENTITIES FOR THE CONSTRUCTION
OF IMPROVEMENTS ON PARCEL 29G: (I) TRINITY GROUP CONSTRUCTION, INC. (THE GENERAL
CONTRACTOR), (II) METROPLEX RETAINING WALLS OF VIRGINIA, (III) ANDERSON SITE
CONTRACTING, INC., AND (IV) CONTRACTS WITH OTHER ENTITIES REASONABLY REQUIRED BY
29G SELLER FOR THE CONSTRUCTION OF THE IMPROVEMENTS ON PARCEL 29G, EACH OF WHICH
SHALL BE SUBJECT TO BUYER'S REASONABLE CONSENT. THE FINAL FORM OF THE 29G
CONSTRUCTION CONTRACTS WILL BE MUTUALLY AGREEABLE TO BUYER AND 29G SELLER. 29G
SELLER SHALL PERFORM ALL OF THE OBLIGATIONS OF THE PROPERTY OWNER UNDER EACH OF
THE 29G CONSTRUCTION CONTRACTS FROM THE EFFECTIVE DATE UNTIL THE CLOSING DATE,
AND, AT CLOSING 29G SELLER SHALL ASSIGN, AND BUYER SHALL ASSUME, ALL OF 29G
SELLER'S OBLIGATIONS UNDER THE 29G CONSTRUCTION CONTRACTS (WHICH SHALL INCLUDE,
WITHOUT LIMITATION, ALL OUTSTANDING AMOUNTS OWED AND OTHER LIABILITIES
THEREUNDER). 29G SELLER COVENANTS TO NOT MODIFY ANY 29G CONSTRUCTION CONTRACT
WITHOUT THE PRIOR CONSENT OF BUYER, WHICH CONSENT SHALL NOT BE UNREASONABLY
WITHHELD, CONDITIONED OR DELAYED. AT CLOSING, (I) 29G SELLER SHALL RECEIVE
REIMBURSEMENT FOR (A) THE COSTS INCURRED AS OF THE EFFECTIVE DATE BY 29G SELLER
IN CONNECTION WITH THE DEVELOPMENT OF THE IMPROVEMENTS ON PARCEL 29G (WHICH
COSTS ARE SET FORTH ON EXHIBIT DD ATTACHED HERETO (THE "29G CONSTRUCTION
COSTS")), AND (B) ANY ADDITIONAL COSTS INCURRED BY 29G SELLER IN CONNECTION WITH
THE CONSTRUCTION OF THE 29G BUILDING BETWEEN THE EFFECTIVE DATE AND THE CLOSING
DATE, INCLUDING THOSE COSTS INCURRED UNDER THE 29G CONSTRUCTION CONTRACTS, ARE
OTHERWISE CONSISTENT WITH THE 29G BUDGET POSTED IN THE WAR ROOM AS OF THE
EFFECTIVE DATE, OR ARE REASONABLY APPROVED BY BUYER (COLLECTIVELY, THE "29G
CONSTRUCTION COSTS"),