09-12-2007 Council Agenda - Laserfiche WebLink

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(c) Seller shall provide Buyer with verification that the Environmental Work has been completed, and, if applicable, a copy of the Closure Letter and all reports and investigations relating to the remediation of the Property. 3. Access to Property. At any time and from time to time after the date hereof, Seller, its agents, contractors and engineers shall have the right to enter the Property for the purposes of fulfilling Seller's obligations under this Escrow Agreement. Seller and Buyer shall cooperate in good faith to coordinate their respective activities at the Property. Promptly upon completion of the Environmental Work, Seller shall repair and restore any portion of the Property that is disturped or damaged by Seller. 4. Buyer's Rights, If Seller has not completed the Environmental Work within thirty (30) days after the date of this Agreement (or such longer time as is reasonably necessary to complete such Work in the event remediation is required, provided that Seller has commenced the completion of any required remediation within said time period and is diligently pursuing the remediation to completion), Buyer shall have the right to complete the Work using such contractors as reasonably selected by Buyer and observing all applicable rules and regulations, including all rules set forth under the Minnesota Petroleum Tank Release Program ( "Petrofund "). In such case, Buyer shall notify Seller and Escrow Agent in writing that it has elected to complete the Work. If Seller does not object within seven (7) days after receipt of such notice, Buyer may proceed to complete the Work. In such case, Buyer's actual costs and expenses of completing the Work, net of all reimbursements received by Buyer from the Petroffind, shall be paid from the Escrow Deposit. If, after receipt of all reimbursements from the Petrofund, the Escrow Deposit is insufficient, Seller rshall pay the balance of Buyer's actual costs of the Work to Buyer within five (5) days of demand. When Buyer notifies Seller and Escrow Agent that the Work is complete, the Escrow Agent shall disburse any balance in the Escrow Deposit to DLA Piper US LLP ( "DLA Piper ") at 1775 Wiehle Avenue, Suite 400, Reston, VA 20190-5159 Attn: John G. McJunkin on behalf of Seller to be held and disbursed pursuant to the terms of that certain escrow agreement entered into of even date herewith between and among Seller, LaSalle Bank, National Association, f /k/a/ LaSalle National Bank, as Loan Pool Trustee, by and through Capmark Finance, Inc., f /k/a GMAC Commercial Mortgage Corporation, and DLA Piper (the "DLA Piper Escrow Agreement "). 5. Release of Escrow. Escrow Agent shall release funds from the Escrow Deposit to Seller so as to fund the Environmental Work upon Seller's provision to Escrow Agent and Buyer of a payment request (the "Payment Request ") specifying the amount of funds requested and including copies of invoices, bills, payment receipts, and /or any other documentation reasonably necessary to verify expenses incurred for the Environmental Work. If Escrow Agent does not receive objections from Buyer within seven (7) days after a Payment Request is provided, Escrow Agent shall pay the amount specified in the Payment Request to Seller. If Escrow Agent receives objections from Buyer within seven (7) da s after a Pa nent Request has been •iven, Escrow A•en shall not disburse any funds from the Escrow Deposit except as agreed in writing by both Seller and \ Buyer, or as directed by a final, unappealable order of a court of competent jurisdiction. Upon receiving notice from Seller that Seller's obligations under this Escrow Agreement have been fully performed and satisfied, Escrow Agent shall notify Buyer that it intends to release any remaining Escrow Deposit to Seller. If Escrow Agent does not receive objections from Buyer within seven (7) -8 2