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<br />Section 3.12. Further Assurances. The parties will execute and deliver, upon demand by <br />the other party, such further documents, instruments and conveyances, and shall take such further <br />actions as such other party may request from time to time to document the transactions set forth <br />herein. <br /> <br />Section 3.13. Assignment and Transfer. Developer has the right to assign or transfer all <br />or any portion of Developer's interest, rights and obligations under this Agreement to third <br />parties and to subsidiaries, affiliates and successors of Developer acquiring an interest or estate in <br />the Project or Property. If all or any portion of the Project or Property is so transferred by <br />Developer to any person or entity, the transferee succeeds to all of Developer's rights under this <br />Agreement, insofar as they relate to such transferred property, and the transferee will <br />automatically assume all obligations of Developer, past, present and future, insofar as they relate <br />to each transferred property. Developer is released from its obligations under this Agreement, <br />insofar as they relate to any portion of the Project or Property sold, transferred or assigned, as of <br />the date of such a transaction. Failure to deliver a written assumption agreement hereunder does <br />not negate, modify or otherwise affect the liability of any transferee pursuant to the provisions of <br />this Agreement. No breach or default by any person succeeding to any portion of Developer's <br />interest under this Agreement is attributable to Developer, nor may Developer's rights hereunder <br />be cancelled or diminished in any way by any default or breach by any such person. <br /> <br />Section 3.14. Integration~ Counterparts~ Exhibits. This Agreement may executed in 2 <br />duplicate originals, each of which is an original, but all of which taken together is considered one <br />and the same instrument. This Agreement consists of Articles 1 through 3, including the <br />Recitals, and Exhibits A through B, both inclusive, attached hereto, and incorporated by <br />reference herein, which constitute the entire understanding and agreement of the Parties. The <br />exhibits are as follows: <br /> <br />Exhibit A <br /> <br />Map of Property <br /> <br />Exhibit B <br /> <br />Description of Property <br /> <br />NOW, THEREFORE, the Parties hereby enter into this Legal Services Reimbursement <br />Agreement. <br /> <br />CITY: <br /> <br /> <br />DEVELOPER: <br /> <br />- ~---~~~:; ~.. , <br /> <br />VP/General Manager <br /> <br />A TTY / AGR/2009.033 <br />071609 <br /> <br />5 <br />