OF THIS AGREEMENT, THE CLOSING SHALL TAKE PLACE AT THE OFFICES OF
KIRKLAND & ELLIS LLP, 153 EAST 53RD STREET, NEW YORK, NEW YORK 10022, AT AND AS
OF 9:00 A.M. E.S.T. ON THE DATE THAT IS 60 DAYS AFTER THE DATE OF THIS AGREEMENT
OR AT SUCH OTHER PLACE, TIME AND DATE AS MAY HEREAFTER BE MUTUALLY AGREED
BETWEEN SELLER AND PURCHASER (THE "SCHEDULED CLOSING DATE").
(B)
SELLER EXTENSION RIGHTS.
SELLER SHALL HAVE
THE RIGHT, EXERCISABLE IN ONE OR MORE INCREMENTS, BY DELIVERING WRITTEN NOTICE
TO PURCHASER AS SOON AS PRACTICAL BUT IN ANY EVENT NOT LESS THAN FIVE (5)
BUSINESS DAYS PRIOR TO THE SCHEDULED CLOSING DATE (OR, IN THE EVENT OF A PRIOR
EXTENSION BY VIRTUE OF THIS SECTION, TWO (2) BUSINESS DAYS PRIOR TO THE THEN
APPLICABLE CLOSING DATE) TO EXTEND OR ADJOURN THE CLOSING DATE TO A DATE NOT
LATER THAN THE DATE THAT IS 60 DAYS AFTER THE SCHEDULED CLOSING DATE IF SELLER
DETERMINES IN ITS JUDGMENT THAT SUCH ADJOURNMENT IS REASONABLY NECESSARY TO
ENABLE SELLER TO SATISFY ANY OF THE CONDITIONS PRECEDENT TO CLOSING SET FORTH IN
SECTION 7.1 (AND PURCHASER HAS NOT WAIVED THE FAILED CONDITIONS AND PROCEEDED TO
CLOSING; IT BEING UNDERSTOOD THAT PURCHASER WILL NOT BE ENTITLED TO WAIVE THE
FAILURE TO OBTAIN ANY THIRD-PARTY CONSENTS REQUIRED FOR THE CONVEYANCE OF THE
PROPERTY OR TO WAIVE THE CONDITION PRECEDENT IN SECTION 7.1(E), SECTION 7.1(F)
OR SECTION 7.1(G) WITHOUT SELLER'S CONSENT IN ITS SOLE DISCRETION), SUCH RIGHT
BEING IN ADDITION TO ANY OTHER ADJOURNMENT RIGHT PROVIDED FOR IN THIS
AGREEMENT.
IF SELLER DEFERS THE CLOSING DATE AS PERMITTED ABOVE, SELLER WILL
ADVISE PURCHASER IN ITS NOTICE OF DEFERRAL OF THE REASONS THEREFOR AND
THEREAFTER WILL ADVISE THE SELLER ON A REGULAR BASIS OF ITS PROGRESS IN
RESOLVING THE CIRCUMSTANCES UPON WHICH THE DEFERRAL WAS BASED.
30
(C)
EXTENSION FOR NEW MORTGAGE DEBT.
IN THE
EVENT THAT THE SATISFIED MORTGAGE DEBT HAS NOT BEEN REFINANCED WITH NEW MORTGAGE
DEBT PURSUANT TO AND IN ACCORDANCE WITH SECTION 4.7 HEREOF, THE CLOSING DATE (AS
THE SAME MAY BE EXTENDED OR ADJOURNED BY SELLER) SHALL BE ADJOURNED (I) TO A
DATE NOT LATER THAN THE DATE THAT IS 30 DAYS AFTER THE SCHEDULED CLOSING DATE IN
ORDER TO CONSUMMATE SUCH REFINANCING AND (II) FOR AN ADDITIONAL 60 DAYS AFTER
SUCH INITIAL 30 DAYS IF THERE HAS BEEN A DISRUPTION OR ADVERSE CHANGE (OR
DEVELOPMENT THAT COULD REASONABLY BE EXPECTED TO RESULT IN AN ADVERSE CHANGE)
AFFECTING FINANCIAL, BANKING OR CAPITAL MARKET CONDITIONS GENERALLY THAT,
INDIVIDUALLY OR IN THE AGGREGATE IN THE PARTIES' REASONABLE AND GOOD FAITH
JUDGMENT WOULD MATERIALLY AND ADVERSELY AFFECT THE ABILITY TO OBTAIN THE NEW
MORTGAGE DEBT.
IF, DURING THE AFORESAID SIXTY (60) DAY PERIOD, IT APPEARS THAT
THE SATISFIED MORTGAGE DEBT WILL NOT BE REFINANCED WITH NEW MORTGAGE DEBT BY THE
CLOSING DATE (AS EXTENDED PURSUANT TO (I) AND (II) ABOVE), THEN SELLER WILL USE
COMMERCIALLY REASONABLE DILIGENT AND CONTINUOUS EFFORTS TO OBTAIN BY THE
EXTENDED CLOSING DATE THE CONSENT