party shall have any rights or obligations with respect to the
Updated Reports or the Financial Agreement.
4.2
PURCHASER CONSENTS.
EXCEPT AS EXPLICITLY
SET FORTH IN THIS ARTICLE IV, IF PURCHASER DOES NOT RESPOND TO A WRITTEN NOTICE
BY SELLER SEEKING PURCHASER'S CONSENT OR APPROVAL AS REQUIRED UNDER THIS
ARTICLE IV WITHIN THREE (3) BUSINESS DAYS OF ITS RECEIPT OF ANY SUCH NOTICE,
PURCHASER AUTOMATICALLY AND WITHOUT ANY FURTHER ACTION SHALL BE DEEMED TO HAVE
FULLY CONSENTED TO AND APPROVE EACH OF THE MATTERS SET FORTH IN THAT NOTICE.
4.3
EXPENSES.
EXCEPT AS OTHERWISE SET FORTH
HEREIN TO THE CONTRARY, EACH PARTY AGREES TO BE RESPONSIBLE FOR THE PAYMENT OF
ITS OWN EXPENSES (INCLUDING THE FEES AND EXPENSES OF ITS OWN ATTORNEYS,
ACCOUNTANTS AND OTHER ADVISERS) IN CONNECTION WITH ITS DUE DILIGENCE ACTIVITIES,
NEGOTIATING THIS AGREEMENT AND ANY RELATED AGREEMENTS, OBTAINING ANY REQUIRED
APPROVALS AND OTHERWISE PREPARING FOR AND CONSUMMATING THE CLOSING. SELLER AND
PURCHASER SHALL EACH PAY ONE-HALF (1/2) OF THE FEES AND EXPENSES DUE TO THE
ESCROW AGENT. PURCHASER AGREES TO PAY ALL RECORD SEARCH, TITLE EXAMINATION,
TITLE INSURANCE AND SURVEY COSTS INCURRED BY OR AT THE DIRECTION OF PURCHASER
(INCLUDING, WITHOUT LIMITATION, THE COSTS OF OBTAINING THE TITLE COMMITMENT),
AND PURCHASER AGREES TO REIMBURSE SELLER FOR ANY OUT-OF-POCKET DUE DILIGENCE
EXPENSES INCURRED AT PURCHASER'S REQUEST AND NOT AS A RESULT OF ANY SEPARATE
OBLIGATION IMPOSED ON SELLER HEREUNDER OR THE REASONABLE DUE DILIGENCE REQUESTS
OF PURCHASER IN THE ORDINARY COURSE OF THE TRANSACTION.
EACH OF SELLER AND
PURCHASER AGREES TO PAY TRANSFER AND RECORDING TAXES, FILING FEES AND OTHER
SIMILAR EXPENSES ARISING IN CONNECTION WITH THE CONVEYANCES CONTEMPLATED BY THIS
AGREEMENT IN ACCORDANCE WITH THE CUSTOMARY APPORTIONMENT OF SUCH TAXES, FEES AND
EXPENSES BETWEEN PURCHASERS AND SELLERS OF REAL ESTATE IN THE JURISDICTION IN
WHICH EACH PROPERTY IS LOCATED.
SELLER WILL BEAR ALL COSTS INCURRED IN
CONNECTION WITH OBTAINING THE LENDER CONSENTS (INCLUDING ANY LENDER CONSENTS
REQUIRED UNDER SECTION 4.7).
THE PARTIES AGREE TO COOPERATE WITH ONE ANOTHER TO
PREPARE AND FILE, OR CAUSE TO BE PREPARED AND FILED, WITH THE RELEVANT
GOVERNMENTAL AUTHORITIES ALL TRANSFER TAX RETURNS, AFFIDAVITS AND OTHER SIMILAR
INSTRUMENTS, IF ANY, REQUIRED IN CONNECTION WITH THE PAYMENT OF THE FOREGOING
EXPENSES.
4.4
ESTOPPEL CERTIFICATES.
COMMENCING PROMPTLY
AFTER THE DATE HEREOF, SELLER AGREES TO CAUSE PROPERTY OWNERS TO (A) REQUEST OF
EACH MAJOR DEPARTMENT STORE OR OTHER SO-CALLED "ANCHOR" LISTED ON SCHEDULE 4.4-1
(EACH, AN "ANCHOR", AND COLLECTIVELY, THE "ANCHORS") AT EACH PROPERTY (OTHER
THAN ANY ANCHOR THAT IS AN AFFILIATE OF THE MAY DEPARTMENT STORES COMPANY (A
"MAY ANCHOR")) AN ESTOPPEL CERTIFICATE IN THE FORM CURRENTLY IN USE BY THE
ANCHOR IN OTHER SIMILAR CIRCUMSTANCES, AND (B) PREPARE AND DELIVER TO (I) EACH
TENANT AT EACH PROPERTY AN ESTOPPEL CERTIFICATE IN THE FORM ATTACHED HERETO AS
SCHEDULE 4.4-2, (II) THE GROUND LANDLORD UNDER EACH GROUND LEASE, AN ESTOPPEL
CERTIFICATE IN THE FORM ATTACHED HERETO AS SCHEDULE 4.4-3, OR, SUCH OTHER FORM
AS IS ATTACHED TO OR OTHERWISE PRESCRIBED IN A PARTICULAR GROUND LEASE