A GUARANTY DULY EXECUTED BY 8/9 TRANSFEREE (THE "8/9 TRANSFEREE
GUARANTY), IN THE FORM ANNEXED HERETO AS EXHIBIT 10.3(I), PURSUANT TO WHICH 8/9
TRANSFEREE SHALL (IN ADDITION TO OTHER MATTERS PROVIDED IN SECTION 7.1(B)(II)
HEREOF) GUARANTY THE OBLIGATIONS AND LIABILITIES OF SELLER WHICH ARE EXPRESSLY
SET FORTH IN (A) SECTION 8.5 OF THIS AGREEMENT, SUBJECT, HOWEVER, IN ALL
RESPECTS, TO THE PROVISIONS OF SAID SECTION 8.5 OF THIS AGREEMENT, (B) ARTICLE
XV OF THIS AGREEMENT, SUBJECT, HOWEVER, IN ALL RESPECTS, TO THE PROVISIONS OF
SAID ARTICLE XV, (C) ARTICLE XIX OF THIS AGREEMENT, SUBJECT, HOWEVER, IN ALL
RESPECTS, TO THE PROVISIONS OF SAID ARTICLE XIX, AND (D) THE CLOSING SURVIVING
OBLIGATIONS (COLLECTIVELY, THE "8/9 GUARANTY PROVISIONS");
(K)
A GUARANTY DULY EXECUTED BY MCRLP IN THE FORM ANNEXED HERETO AS
EXHIBIT 10.3 (J), PURSUANT TO WHICH MCRLP SHALL GUARANTY SELLER'S OBLIGATIONS
UNDER SECTION 7.2 AND ARTICLE XX;
44
(L)
SUBJECT TO THE PROVISIONS OF SECTION 8.6(A), A CERTIFICATE, DATED
AS OF THE DATE OF CLOSING, STATING THAT ALL OF THE REPRESENTATIONS AND
WARRANTIES OF SELLER CONTAINED IN THIS AGREEMENT ARE TRUE AND CORRECT IN ALL
MATERIAL RESPECTS AS OF THE CLOSING DATE;
(M)
EVIDENCE REASONABLY SATISFACTORY TO PURCHASER THAT 8/9 TRANSFEREE
IS THE OWNER OF THE EXCLUDED REAL PROPERTY ON AND AS OF THE CLOSING;
(N)
SELLER'S, PROPERTY OWNER'S OR RETAINED ENTITY'S TITLE AFFIDAVIT
AND IF NOT IN THE TITLE AFFIDAVIT, SELLER'S, PROPERTY OWNER'S OR RETAINED
ENTITY'S AFFIDAVIT REQUIRED IN CONNECTION WITH THE NON-IMPUTATION ENDORSEMENT,
ALL AS REASONABLY REQUIRED BY THE TITLE COMPANY AND REASONABLY ACCEPTABLE TO
EACH SELLER ENTITY, PROPERTY OWNER AND RETAINED ENTITY, AS THE CASE MAY BE;
(O)
INTENTIONALLY OMITTED.
(P)
THE KEYS TO THE BUILDING;
(Q)
A COUNTERPART ORIGINAL OF THE PROPERTY MANAGEMENT AGREEMENT, DULY
EXECUTED BY MCRLP OR ITS DESIGNEE;
(R)
A COUNTERPART ORIGINAL OF THE OPTION AGREEMENT, DULY EXECUTED BY
THE RETAINED ENTITY;
(S)
A COUNTERPART ORIGINAL OF THE RETAINED INTEREST ASSIGNMENTS DULY
EXECUTED BY COLUMBIA AND THE RETAINED ENTITY, AS APPLICABLE, TOGETHER WITH
HARSIMUS' CONSENT THERETO IF REQUIRED;
(T)
A COUNTERPART ORIGINAL OF THE PURCHASER LLC AGREEMENT DULY
EXECUTED BY THE RETAINED ENTITY;
(U)
COUNTERPART ORIGINALS OF THE SCHWAB RELEASE DOCUMENTS EXECUTED BY
SELLER OR ITS AFFILIATES TO THE EXTENT REQUIRED;
(V)
THE AMENDED LEASES SHALL HAVE BEEN, OR SIMULTANEOUSLY WITH THE
CLOSING SHALL BE, RECORDED AGAINST THE REAL PROPERTY; AND
(W)
SUCH OTHER DOCUMENTS AS MAY BE REASONABLY NECESSARY OR APPROPRIATE
TO EFFECT THE CONSUMMATION OF THE TRANSACTION WHICH IS THE SUBJECT OF THIS
AGREEMENT.
(X)
AT THE CLOSING, SELLER SHALL DELIVER TO, AND CERTIFY TO,
PURCHASER A LIST OF ADDITIONAL CHARGES (AS SUCH TERM IS DEFINED IN THE SCHWAB
LEASE), UNDER ARTICLE 4 OF THE SCHWAB LEASE (COLLECTIVELY, "OPERATING EXPENSES")
BILLED TO SCHWAB FOR THE CALENDAR YEAR IN WHICH THE CLOSING OCCURS (BOTH ON A
MONTHLY BASIS AND IN THE AGGREGATE THROUGH THE MONTH PRIOR TO THE MONTH IN WHICH
THE CLOSING OCCURS IF THE CLOSING OCCURS ON OR AFTER THE FIFTEENTH (15TH) DAY OF
THE MONTH, AND IF THE CLOSING