DULY EXECUTED BY
PURCHASER;
(F)
A PROPERTY MANAGEMENT AGREEMENT IN THE FORM ANNEXED HERETO AS
EXHIBIT 10.2(F) (THE "PROPERTY MANAGEMENT AGREEMENT"), EXECUTED BY PXLA (AS
RECONSTITUTED ON THE CLOSING DATE WITH PURCHASER AS THE INDIRECT OWNER THEREOF),
PURSUANT TO WHICH MACK-CALI REALTY, L.P. ("MCRLP") OR ITS DESIGNEE WILL BE
RETAINED AS THE MANAGEMENT AGENT FOR THE PROPERTY FROM AND AFTER THE CLOSING;
(G)
A CERTIFICATE, DATED AS OF THE DATE OF CLOSING, STATING (I) THAT
THE REPRESENTATIONS AND WARRANTIES OF PURCHASER CONTAINED IN SECTION 8.4 ARE
TRUE AND CORRECT IN ALL MATERIAL RESPECTS AS OF THE CLOSING DATE;
(H)
IF APPLICABLE, ALL TRANSFER AND OTHER TAX DECLARATIONS AND RETURNS
AND INFORMATION RETURNS AS MAY BE REQUIRED BY LAW IN CONNECTION WITH THE
CONVEYANCE OF SELLER'S LLC INTEREST TO PURCHASER, INCLUDING, BUT NOT LIMITED TO,
IRS FORMS (COLLECTIVELY, "TRANSFER TAX FORMS"), DULY EXECUTED AND SWORN TO BY
PURCHASER;
(I)
EVIDENCE OF THE AUTHORIZATION OF THE TRANSACTIONS CONTEMPLATED
HEREBY, INCLUDING A SECRETARY'S CERTIFICATE CERTIFYING TO THE FORMATION AND GOOD
STANDING (OR EQUIVALENT THEREOF) OF PURCHASER AND PROOF OF ANY REQUIRED PARTNER
OR MEMBER CONSENTS OR APPROVALS, TOGETHER WITH SUCH EVIDENCE AS THE TITLE
COMPANY MAY REASONABLY REQUIRE AS TO THE AUTHORITY OF THE PERSONS EXECUTING
DOCUMENTS ON BEHALF OF PURCHASER;
(J)
A COUNTERPART ORIGINAL OF THE RETAINED INTEREST ASSIGNMENT TO
PURCHASER, DULY EXECUTED BY PURCHASER;
(K)
FULLY-EXECUTED COUNTERPART ORIGINALS OF THE SCHWAB RELEASE
DOCUMENTS;
42
(L)
A GUARANTY DULY EXECUTED BY POST-TRANSFER AFE IN THE FORM ANNEXED
HERETO AS EXHIBIT 10.2(L), PURSUANT TO WHICH POST-TRANSFER AFE SHALL GUARANTY
THE CLOSING SURVIVING OBLIGATIONS OF PURCHASER (THE "AFE GUARANTY");
(M)
AN AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF
POST-TRANSFER AFE DATED AS OF THE CLOSING DATE WHICH AGREEMENT HAS BEEN DULY
EXECUTED BY PURCHASER (THE "RECONSTITUTED AFE AGREEMENT");
(N)
AN AGREEMENT, DULY EXECUTED BY PURCHASER (THE "OPTION AGREEMENT"),
PURSUANT TO WHICH THE RETAINED ENTITY SHALL BE GRANTED THE RIGHT TO PURCHASE
PURCHASER'S EQUITY INTERESTS IN POST TRANSFER AFE UPON THE TERMS AND CONDITIONS
MUTUALLY SATISFACTORY TO THE PARTIES THERETO AND MORE PARTICULARLY SET FORTH
THEREIN;
(O)
AN AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT FOR
PURCHASER, DULY EXECUTED BY THE ISTAR HARBORSIDE MEMBER LLC OR ITS AFFILIATE,
UPON
TERMS AND CONDITIONS MUTUALLY SATISFACTORY TO THE PARTIES THERETO (THE
"PURCHASER LLC AGREEMENT");
(P)
A GUARANTY DULY EXECUTED BY ISTAR IN THE FORM ANNEXED HERETO AS
EXHIBIT 10.2(P) PURSUANT TO WHICH ISTAR SHALL GUARANTY PURCHASER'S OBLIGATIONS
UNDER ARTICLE XX.
(Q)
THE OPTION TERMINATION PAYMENT SHALL BE PAID TO HARSIMUS; AND
(R)
SUCH OTHER DOCUMENTS AS MAY BE REASONABLY NECESSARY OR
APPROPRIATE TO EFFECT THE CONSUMMATION OF THE TRANSACTION WHICH IS THE SUBJECT
OF THIS AGREEMENT.
SECTION 10.3
SELLER'S CLOSING OBLIGATIONS.
ON THE SCHEDULED CLOSING
DATE, SELLER (AND/OR EACH OF THE SELLER ENTITIES, AS THE CASE MAY BE) WILL
DELIVER (OR CAUSE PROPERTY OWNER TO DELIVER) TO PURCHASER THE FOLLOWING
DOCUMENTS (UNLESS THE DELIVERY THEREOF SHALL HAVE BEEN WAIVED IN WRITING BY
PURCHASER):
(A)
AN ASSIGNMENT AND ASSUMPTION OF SELLER'S LLC INTEREST IN THE FORM