AS A REIT FOR PERIODS ENDING ON OR
BEFORE DECEMBER 31, 2005.
6.4.4
SUBSEQUENT FILINGS.
PROMPTLY AFTER CLOSING, PURCHASER SHALL CAUSE TO
BE FILED IN THE STATES OF DELAWARE, MARYLAND AND ILLINOIS NAME CHANGE
CERTIFICATES TO DELETE FROM THE LEGAL NAME OF THE TRUST ANY REFERENCE TO "BEACON
CAPITAL" OR "BCSP" AND PURCHASER SHALL PROVIDE EVIDENCE TO SELLER OF SUCH
FILINGS PROMPTLY THEREAFTER.
6.4.5
TAX MATTERS.
TO COOPERATE WITH SELLER TO THE EXTENT PROVIDED FOR IN
SECTION 5.7, INCLUDING, WITHOUT LIMITATION, CAUSING THE TAX RETURNS TO BE SIGNED
BY PURCHASER, AS APPLICABLE.
6.4.6
INFORMATION REGARDING PURCHASER'S POTENTIAL COMPLIANCE WITH REIT
STATUS.
FOLLOWING THE CLOSING, PURCHASER SHALL PROMPTLY PROVIDE SUCH
INFORMATION AS IS REASONABLY REQUESTED BY SELLER OR SELLER'S THIRD-PARTY
CONSULTANTS WITH RESPECT TO PURCHASER'S ABILITY TO CAUSE THE TRUST TO MAINTAIN
ITS STATUS AS A REIT FOR THE TRUST'S TAXABLE YEAR THAT INCLUDES THE CLOSING,
INCLUDING, WITHOUT LIMITATION, AN OPINION OF PURCHASER'S COUNSEL, SUBSTANTIALLY
IN THE FORM ATTACHED HERETO AS EXHIBIT 4.6.1 (MODIFIED AS REASONABLY NEEDED TO
REFLECT THE FACT THAT PURCHASER'S COUNSEL WILL ADDRESS POST-CLOSING REIT
COMPLIANCE AND MODIFIED TO PROVIDE THAT, WITH RESPECT TO PERIODS PRIOR TO THE
CLOSING DATE, PURCHASER'S COUNSEL MAY RELY ON THE OPINION OF GOODWIN PROCTOR LLP
DATED AS OF THE CLOSING DATE AND DESCRIBED IN SECTION 4.6.1), REGARDING THE
TRUST'S CONFORMITY, SINCE THE CLOSING DATE, WITH THE REQUIREMENTS FOR
QUALIFICATION AND TREATMENT AS A REIT DURING ITS TAXABLE YEAR THAT INCLUDES THE
CLOSING (WHETHER SUCH TAXABLE YEAR TERMINATES ON DECEMBER 31, 2006 OR PRIOR TO
DECEMBER 31, 2006 AS A RESULT OF THE LIQUIDATION OF THE TRUST AFTER CLOSING BUT
PRIOR TO DECEMBER 31, 2006).
The provisions of this Section 6.4 shall survive Closing.
44
7.
DEFAULT
7.1
DEFAULT BY PURCHASER.
IN THE EVENT THAT PURCHASER DEFAULTS IN ITS
OBLIGATIONS TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT FOR
ANY REASON OTHER THAN:
(X) SELLER'S DEFAULT HEREUNDER, (Y) A FAILURE OF A
CONDITION PRECEDENT TO PURCHASER'S OBLIGATIONS HEREUNDER OR (Z) THE PERMITTED
TERMINATION OF THIS AGREEMENT BY SELLER OR PURCHASER AS HEREIN EXPRESSLY
PROVIDED, PRIOR TO CLOSING, SELLER SHALL HAVE THE RIGHT TO TERMINATE THIS
AGREEMENT AND RECEIVE, LIQUIDATE (BY ESCROW AGENT DRAWING UPON THE ACCEPTABLE
LETTERS OF CREDIT) AND RETAIN THE DEPOSIT AS LIQUIDATED DAMAGES AND AS SELLER'S
SOLE AND EXCLUSIVE REMEDY FOR A BREACH OF PURCHASER'S OBLIGATIONS UNDER THIS
AGREEMENT PRIOR TO CLOSING. THEREAFTER, EXCEPT FOR PURCHASER'S OBLIGATIONS WHICH
BY THEIR TERMS SURVIVE THE TERMINATION OF THIS AGREEMENT, SELLER AND PURCHASER
SHALL HAVE NO FURTHER OBLIGATIONS TO EACH OTHER. PURCHASER AND SELLER
ACKNOWLEDGE THAT THE DAMAGES TO SELLER IN THE EVENT OF A BREACH OF THIS
AGREEMENT PRIOR TO CLOSING WOULD BE DIFFICULT OR IMPOSSIBLE TO DETERMINE, THAT
THE AMOUNT OF THE DEPOSIT REPRESENTS THE PARTIES BEST AND MOST ACCURATE ESTIMATE
OF THE DAMAGES THAT WOULD BE SUFFERED BY SELLER IF THE TRANSACTIONS CONTEMPLATED
BY THIS AGREEMENT SHOULD FAIL TO CLOSE AND THAT SUCH ESTIMATE IS REASONABLE
UNDER THE CIRCUMSTANCES EXISTING AS OF THE DATE OF THIS AGREEMENT AND UNDER