DOCUMENT
OR IS CURRENTLY IN USE BY SUCH GROUND LANDLORD IN OTHER SIMILAR CIRCUMSTANCES
(SO LONG AS THE FORM IS ADEQUATE TO ENABLE THE TITLE COMPANY TO DELIVER THE
COVERAGE CONTEMPLATED IN THE COMMITMENT)
18
(the "Ground Lessor Estoppel"), and (iii) to the extent not covered in clause
(i) above, each entity identified in the Commitment or on Schedule 4.4-4 that is
a party to a so-called "Reciprocal Easement Agreement" encumbering and/or
benefiting a Property (each such entity, an "REA Party", and collectively, the
"REA Parties"), an estoppel certificate in the form attached hereto as
Schedule 4.4-5 or in the form currently in use by such entity in other similar
circumstances (each such estoppel certificate described in clauses (a) and (b)
above, an "Estoppel Certificate"), in each case completed to reflect the terms
of the Lease, Ground Lease or Reciprocal Easement Agreement to which it
relates.
Seller agrees to use commercially reasonable efforts, but without
being required to incur any expense (other than the administrative expense
customarily incurred in preparing, distributing and collecting such
certificates), to obtain signed Estoppel Certificates from each of the
above-referenced tenants, Anchors, REA Parties and the ground landlords on or
before the Closing Date, and agrees to deliver to Purchaser copies of any signed
Estoppel Certificate promptly following receipt by it (or any Person acting for
Seller).
4.5
ACCESS.
(A)
FROM THE DATE HEREOF AND
CONTINUING UNTIL THE CLOSING OR EARLIER TERMINATION OF THIS AGREEMENT, SELLER
AGREES TO CAUSE PROPERTY OWNERS TO PROVIDE PURCHASER AND ITS AUTHORIZED
OFFICERS, EMPLOYEES AND OTHER REPRESENTATIVES WITH REASONABLE ACCESS TO THE
PROPERTIES, AND TO THE BOOKS AND RECORDS OF SELLER AND PROPERTY OWNERS RELATING
THERETO, DURING NORMAL BUSINESS HOURS AND AT TIMES MUTUALLY AGREED UPON (WITH
BOTH PARTIES ACTING REASONABLY AND IN GOOD FAITH) TO ENABLE PURCHASER TO PREPARE
FOR THE CLOSING AND THE RESULTING TRANSITION IN OWNERSHIP AND MANAGEMENT;
PROVIDED THAT PURCHASER AGREES THAT (I) IT WILL ORGANIZE AND CONDUCT ANY SUCH
VISIT TO A PROPERTY IN A MANNER THAT COMPLIES WITH ALL APPLICABLE LAWS AND
REGULATIONS AND DOES NOT CAUSE OR RESULT IN ANY DISRUPTION OR DAMAGE AT A
PROPERTY, ANY LOSS OR EXPENSE OR UNDUE BURDEN ON ANY OF THE EMPLOYEES, TENANTS
OR OTHER PERSONS AT A PROPERTY OR DISTURBANCE OR OTHER INTERFERENCE WITH ANY OF
THE ACTIVITIES OF ANY EMPLOYEES, TENANTS OR OTHER PERSONS AT A PROPERTY, (II) IN
MAKING ANY NON-INTRUSIVE PHYSICAL EXAMINATION OR INSPECTION OF A PROPERTY,
PURCHASER AND ANY OF PURCHASER'S AGENTS PARTICIPATING IN ANY SUCH ON-SITE REVIEW
WILL CARRY COMMERCIAL GENERAL LIABILITY INSURANCE WITH AN AGGREGATE LIMIT OF NOT
LESS THAN FIVE MILLION DOLLARS ($5,000,000) AND A CONTRACTUAL LIABILITY
ENDORSEMENT THAT INSURES PURCHASER'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT
AND NAMES THE APPLICABLE PROPERTY OWNER AS AN ADDITIONAL INSURED THEREUNDER,
(III) IT WILL NOT BE PERMITTED TO CONDUCT ANY INTRUSIVE PHYSICAL TESTING
(ENVIRONMENTAL, STRUCTURAL OR OTHERWISE) AT A PROPERTY (SUCH AS SOIL BORINGS,
WATER SAMPLINGS AND THE LIKE) WITHOUT SELLER'S PRIOR WRITTEN CONSENT, WHICH
CONSENT MAY BE WITHHELD IN SELLER'S SOLE