OTHER DUPLICATE
ORIGINALS OF NOTICES TO ALL TENANTS STATING THAT (I) THE PROPERTIES HAVE BEEN
SOLD AND CONVEYED TO BUYER; AND (II) SUCH OTHER MATTERS AS ARE REQUIRED BY
APPLICABLE LAW OR PURSUANT TO THE TERMS OF THE LEASES OR WHICH EITHER PARTY MAY
REASONABLY REQUEST (THE "TENANT NOTIFICATION LETTERS").
(C)
EACH SELLER AND BUYER SHALL EXECUTE AND DELIVER TO THE OTHER AND THE TITLE
COMPANY SUCH EVIDENCE AS MAY BE REASONABLY REQUIRED BY THE OTHER OF THE DUE
AUTHORIZATION, EXECUTION AND DELIVERY BY SUCH PARTY OF THIS AGREEMENT AND
SELLER'S DOCUMENTS OR BUYER'S DOCUMENTS, AS THE CASE MAY BE.
(D)
SELLERS SHALL DELIVER TO BUYER A LIST OF ALL TENANTS WHO ARE DELINQUENT,
AS OF THE CLOSING DATE, IN THE PAYMENT OF RENTS, THE AMOUNT OF EACH SUCH
DELINQUENCY AND THE PERIOD TO WHICH EACH SUCH DELINQUENCY RELATES.
(E)
TO THE EXTENT NOT PREVIOUSLY DELIVERED TO BUYER OR THE RECEIVING PARTY
REPRESENTATIVES, SELLERS SHALL DELIVER TO BUYER EACH OF THE FOLLOWING, TO THE
EXTENT IN SELLERS' POSSESSION:
COPIES OF ALL TENANT FILES, UNEXPIRED WARRANTIES
AND GUARANTIES AFFECTING THE PROPERTIES, THE PERMITS, REAL ESTATE TAX BILLS FOR
THE TAX YEAR IN WHICH THE CLOSING DATE OCCURS (IF THEN AVAILABLE), THEN CURRENT
WATER, SEWER AND UTILITY BILLS FOR THE PROPERTIES, THE SERVICE CONTRACTS (TO THE
EXTENT ASSUMED BY BUYER), COPIES OF OPERATING STATEMENTS FOR THE PROPERTIES FOR
THE ONE-YEAR PERIOD PRIOR TO THE CLOSING DATE, ORIGINALS OF THE LEASES, EACH TO
THE EXTENT IN SELLERS' POSSESSION OR CONTROL OR REASONABLY AVAILABLE TO SELLERS,
EXCLUDING, HOWEVER, SUCH INSTRUMENTS AND DOCUMENTS AS SELLERS MAY REASONABLY
REQUIRE FOR THEIR OWN USE FOLLOWING THE CLOSING DATE (AND AS TO ALL SUCH
INSTRUMENTS AND DOCUMENTS OTHER THAN THE LEASES, SELLERS WILL DELIVER TRUE AND
COMPLETE COPIES THEREOF TO BUYER).
SUCH INSTRUMENTS AND DOCUMENTS SHALL BE
DEEMED TO HAVE BEEN DELIVERED TO BUYER IF THE SAME ARE MAINTAINED IN THE
PROPERTY MANAGEMENT OFFICE OF ANY PROPERTY.
(F)
SELLERS SHALL TERMINATE OR CAUSE TO BE TERMINATED, EFFECTIVE NOT LATER
THAN THE LAST DAY OF THE FIRST FULL CALENDAR MONTH FOLLOWING CLOSING,
(I) ALL
EXISTING PROPERTY MANAGEMENT AND PARKING MANAGEMENT AGREEMENTS AFFECTING THE
PROPERTIES, (II) ALL LEASING COMMISSION AGREEMENTS (OTHER THAN ANY LEASING
COMMISSION AGREEMENTS WITH RESPECT TO OUT-FOR-SIGNATURE LEASES OR CONTAINED
WITHIN ANY LEASE OR PAYABLE BY BUYER PURSUANT TO THE PROVISIONS OF THIS
AGREEMENT), AND (III) THOSE SERVICE CONTRACTS, DESIGNATED IN WRITING BY BUYER
(NO LESS THAN THIRTY-FIVE (35) DAYS PRIOR TO THE CLOSING DATE) WHICH MAY BY
THEIR TERMS BE TERMINATED WITH THIRTY (30) DAYS' PRIOR NOTICE; PROVIDED,
HOWEVER, SELLERS SHALL NOT BE REQUIRED TO TERMINATE ANY SUCH SERVICE CONTRACTS,
IF, (A) ANY PAYMENTS ARE REQUIRED TO BE MADE IN CONNECTION WITH SUCH TERMINATION
UNLESS BUYER SHALL HAVE AGREED TO PAY THE SAME OR (B) ANY SELLER SHALL INCUR ANY
LIABILITY WITH RESPECT TO SUCH TERMINATION.
(G)
EACH SELLER AND BUYER SHALL EXECUTE AND DELIVER TO THE OTHER DUPLICATE
ORIGINALS, TO THE EXTENT SUCH AGREEMENTS ARE NOT TERMINATED PRIOR TO CLOSING, OF
NOTICES TO THE CONTRACTORS