America Online 2010 Annual Report Download - page 133

releasing Seller (the "CC4/CC6 Substitute Agreement"). If the CC4/CC6 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 CC4/CC6 Substitute Agreement, and (b) in the interim period, Seller and Purchaser shall enter into an agreement in recordable form
and recordable by Seller at Seller's option (the "CC4/CC6 Initial Agreement") in the form attached hereto as Exhibit D whereby, effective as of
the Closing Date, Purchaser will be responsible for one hundred percent (100%) of Seller's obligations under the AOL/County Agreement
pertaining to the CC4/CC6 Overpass. In addition, at Closing, Purchaser and Seller shall enter into a release of the CC4/CC6 Initial Agreement
(the "CC4/CC6 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 CC4/CC6 Release upon receipt of the CC4/CC6 Substitute Agreement. This
Section 1.3.2 shall survive Closing.
1.3.3 Pedestrian Bridge Removal. If at any time subsequent to the Closing, either Purchaser or Seller desires to remove the CC1/CC3 Overpass, either
party shall have the right to do so, subject to the delivery of thirty (30) days' prior written notice to the other party, the approval of the other party
and receipt of all necessary and required approvals and authorizations from the County and/or the Department and/or such other governmental or
quasi-governmental agencies, including the Broad Run Business Center Architectural Review Board. The costs of such removal shall be shared
equally between Seller and Purchaser. This Section 1.3.3 shall survive Closing.
1.3.4 Pedestrian Overpass Correspondence. From and after the Effective Date (i) Seller shall not send any correspondence to the County and/or the
Department regarding the Pedestrian Overpasses without Purchaser's prior written approval (such approval not to be unreasonably withheld,
conditioned or delayed); provided, however, if such correspondence relates to Seller's compliance with any requirements or demands of the
County and/or the Department, Seller may send such correspondence to the County and/or the Department without Purchaser's prior written
approval and Seller shall promptly forward copies of all such correspondence to Purchaser; and (ii) Seller shall not meet with representatives of
Loudoun County and/or the Department regarding the Pedestrian Overpasses (either in person, by telephone or otherwise) unless a representative
of Purchaser has been given, to the extent practicable, 48 hours' prior notice and an opportunity to be present and to participate at such
meeting(s). Notwithstanding the foregoing, Seller shall not be in breach of this obligation as a result of its complying with any requirements or
demands of the County and/or the Department so long as
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