CLOSING DATE INDICATES THAT THERE THEN
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EXISTS (WITH RESPECT TO ANY PERIOD PRIOR TO THE CLOSING DATE) ANY OUTSTANDING
OBLIGATION TO BE PERFORMED BY ANY SELLER OR ANY DEFAULT BY ANY SELLER UNDER THE
APPLICABLE RECIPROCAL EASEMENT AGREEMENT REFERENCED IN SUCH CERTIFICATE, THEN,
(X) THE RETENTION AMOUNT FOR THE APPLICABLE CERTIFICATE SHALL BE EQUAL TO ONE
HUNDRED FIFTY PERCENT (150%) OF THE ESTIMATED COST TO PERFORM SUCH OBLIGATION OR
CURE SUCH DEFAULT (AS AGREED UPON BY THE PURCHASER AND THE SELLERS), (Y) TO THE
EXTENT THAT SUCH DEFAULT CANNOT BE TIMELY CURED BY THE SELLERS PRIOR TO THE
CLOSING DATE, THEN THE PURCHASER SHALL HAVE THE RIGHT TO CURE SUCH DEFAULT
FOLLOWING THE CLOSING DATE, AND THE SELLERS SHALL BE OBLIGATED TO PROMPTLY
REIMBURSE THE PURCHASER FOR ALL REASONABLE OUT OF POCKET COSTS INCURRED BY THE
PURCHASER TO CURE SUCH DEFAULT AND (Z) THEREAFTER, FROM TIME TO TIME, AS
APPLICABLE, A PORTION OF THE RETENTION AMOUNT EQUAL TO THE AMOUNT THAT THE
SELLERS HAVE SO REIMBURSED THE PURCHASER SHALL BE RELEASED UPON PAYMENT OF SUCH
REIMBURSEMENT, AND ANY EXCESS OF THE RETENTION AMOUNT FOR THE TARGET ESTOPPEL
CERTIFICATE AND THE WALMART ESTOPPEL CERTIFICATES SHALL BE RELEASED ONLY WHEN
TARGET OR WALMART, AS APPLICABLE, HAS ACKNOWLEDGED THAT THE DEFAULT IN QUESTION
HAS BEEN CURED.
IN THE EVENT THAT THE SELLERS ARE UNABLE TO DELIVER THE TARGET
ESTOPPEL CERTIFICATE OR ANY WALMART ESTOPPEL CERTIFICATE TO THE PURCHASER, THE
FIVE HUNDRED THOUSAND DOLLARS ($500,000) HELD IN THE RETENTION AMOUNT FOR EACH
SUCH UNDELIVERED CERTIFICATE SHALL BE REDUCED TO TWO HUNDRED FIFTY THOUSAND
DOLLARS ($250,000) ON THE SIX (6) MONTH ANNIVERSARY OF THE CLOSING DATE AND
REDUCED TO ZERO (0) ON THE TWELVE (12) MONTH ANNIVERSARY OF THE CLOSING DATE.
IN THE EVENT THAT THE TARGET ESTOPPEL CERTIFICATE OR ANY WALMART ESTOPPEL
CERTIFICATE REVEALS ANY DEFAULT BY ANY PARTY OTHER THAN ANY SELLER, THE
ALLEGATION OF SUCH THIRD PARTY DEFAULT SHALL NOT AFFECT THE RIGHTS AND
OBLIGATIONS OF THE PARTIES HEREUNDER.
THE PROVISIONS OF THIS SECTION 3.4(P)
SHALL SURVIVE THE CONSUMMATION OF THE CLOSING.
(Q)
ESTOPPEL CERTIFICATES RELATING TO RECIPROCAL EASEMENT AGREEMENTS.
IF AND WHEN REQUESTED BY THE PURCHASER, THE SELLERS SHALL USE COMMERCIALLY
REASONABLE EFFORTS TO OBTAIN ESTOPPEL CERTIFICATES, IN SUBSTANTIALLY THE FORMS
PREPARED BY THE PURCHASER (PROVIDED THAT THE SAME ARE ACCEPTABLE TO THE SELLERS,
IN THEIR REASONABLE DISCRETION), RELATING TO THE STATUS OF MATTERS UNDER ANY
RECIPROCAL EASEMENT AGREEMENTS THAT CONSTITUTE PERMITTED EXCEPTIONS, EXECUTED BY
THE PARTIES THAT ARE BOUND BY SUCH RECIPROCAL EASEMENT AGREEMENTS (COLLECTIVELY,
THE "REA ESTOPPELS"); PROVIDED, HOWEVER, THAT THE EXECUTION AND DELIVERY OF SUCH
REA ESTOPPELS SHALL NOT BE A CONDITION PRECEDENT TO THE PURCHASER'S OBLIGATION
TO CONSUMMATE THE CLOSING.
SENDING THE FORM OF THE REA ESTOPPELS TO THE
APPLICABLE PARTIES WITH THE REQUEST THAT THEY BE EXECUTED AND DELIVERED TO THE
SELLERS PRIOR TO THE CONSUMMATION OF THE CLOSING AND SUBSEQUENT FOLLOW-UP
TELEPHONE CALLS OR E-MAILS TO CHECK ON THE STATUS OF SUCH REQUESTS SHALL
CONSTITUTE COMMERCIALLY REASONABLE EFFORTS AS USED IN THIS SECTION