PERMIT BUYER TO EXERCISE THE RIGHTS OF BENEFICIARY THEREUNDER WITHOUT AMENDMENT
OF SUCH LETTERS OF CREDIT; PROVIDED, HOWEVER, THAT AS FOR THOSE LETTERS OF
CREDIT THAT REQUIRE AMENDMENT IN ORDER TO ENABLE BUYER TO EXERCISE
THE RIGHTS
OF BENEFICIARY THEREUNDER, THE SAME SHALL BE DELIVERED TO BUYER AT CLOSING AND
SELLERS AND BUYER SHALL COOPERATE AND EXPEND COMMERCIALLY REASONABLE EFFORTS TO
OBTAIN SUCH AMENDMENTS AFTER THE CLOSING, FOR THE BENEFIT OF AND DELIVERY TO
BUYER OR TO DRAW UPON SUCH LETTER OF CREDIT, IF PERMITTED UNDER THE TERMS OF
SUCH LETTER OF CREDIT (BUT IN EITHER CASE SELLERS SHALL NOT BE OBLIGATED TO
SPEND ANY MONEY UNLESS BUYER HAS AGREED TO REIMBURSE SELLERS THEREFOR). IF
SELLERS SHALL BE UNABLE TO
40
AMEND SUCH LETTER OF CREDIT, SELLERS SHALL COOPERATE WITH BUYER TO OBTAIN A
REPLACEMENT LETTER OF CREDIT WITH RESPECT THERETO IN FAVOR OF BUYER (BUT SELLERS
SHALL NOT BE OBLIGATED TO SPEND ANY MONEY UNLESS BUYER HAS AGREED TO-REIMBURSE
SELLERS THEREFOR). BUYER AGREES TO INDEMNIFY, DEFEND AND HOLD SELLERS HARMLESS
FROM AND AGAINST ANY AND ALL COSTS, LOSS, DAMAGES AND EXPENSES OF ANY KIND OR
NATURE WHATSOEVER (INCLUDING REASONABLE ATTORNEYS' FEES AND COSTS) ARISING OUT
OF OR RESULTING FROM ANY SELLER'S PRESENTING ANY SUCH LETTER OF CREDIT FOR
PAYMENT IN ACCORDANCE WITH BUYERS REQUEST. THE PROVISIONS OF THIS
SECTION 13.1(P) SHALL SURVIVE THE CLOSING UNTIL THE SURVIVAL DATE SET FORTH IN
SECTION 24.9(A) HEREOF.
(R)
SELLERS SHALL DELIVER TO BUYER THE DECLARANT/OWNER'S ASSOCIATION
ESTOPPELS THAT SELLERS HAVE RECEIVED.
(S)
EACH SELLER AND BUYER SHALL EXECUTE AND DELIVER TO EACH OTHER AND THE
TITLE COMPANY SUCH OTHER INSTRUMENTS AND DOCUMENTS AND SHALL PAY SUCH SUMS OF
MONEY WHICH MAY BE REQUIRED PURSUANT TO ANY OF THE OTHER PROVISIONS OF THIS
AGREEMENT; PROVIDED, HOWEVER, THE FOREGOING SHALL NOT EXPAND OR MODIFY EITHER
PARTY'S OBLIGATIONS CONTAINED IN THIS AGREEMENT. EACH INSTRUMENT AND DOCUMENT TO
BE DELIVERED PRIOR TO THE CLOSING DATE, THE FORM OF WHICH IS NOT ATTACHED TO
THIS AGREEMENT AS AN EXHIBIT, SHALL BE CONSISTENT WITH THE APPLICABLE PROVISIONS
OF THIS AGREEMENT AND SHALL BE IN THE FORM OR CONTAIN THE INFORMATION OR
PROVISIONS PROVIDED FOR IN THIS AGREEMENT.
(T)
IN THE EVENT BUYER CLOSES ON THE PURCHASE OF ALL PROPERTIES WITHIN THE
MARK CENTER PORTFOLIO, THE SELLERS OF PROPERTY WITHIN THE MARK CENTER PORTFOLIO
SHALL ASSIGN TO BUYER AT CLOSING ALL OF THEIR INTERESTS AS DECLARANT, IF ANY,
UNDER ANY AND ALL RECORDED DECLARATIONS PERTAINING TO MARK CENTER (THE "MARK
CENTER DECLARATION"). THE PARTIES AGREE THAT THE MARK CENTER DECLARATION SHALL
BE AMENDED, SUBJECT TO OBTAINING ANY NECESSARY LENDER CONSENTS (I) TO DELETE
PROVISIONS THEREOF THAT PROVIDE THE DECLARANT THEREUNDER RIGHTS OF FIRST REFUSAL
OR NEGOTIATION IN CONNECTION WITH ACQUIRING LAND OR BUILDINGS IN MARK CENTER,
AND (II)
TO REMOVE THE MILLBROOK PROJECT FROM THE APPLICATION OF THE
DECLARATION. IN THE EVENT BUYER CLOSES ON THE PURCHASE OF ALL PROPERTIES WITHIN
THE TRANSDULLES CENTRE PORTFOLIO, THE SELLERS OF PROPERTY WITHIN THE TRANSDULLES
CENTRE PORTFOLIO SHALL ASSIGN TO BUYER