ACQUIRER, AND (II) ACQUIRER AND LENDER HAVE AGREED UPON THE TERMS AND
CONDITIONS OF ANY INSTRUMENTS AND DOCUMENTS TO BE ENTERED INTO BY ACQUIRER IN
CONNECTION WITH ITS ASSUMPTION OF THE MORTGAGE LOAN (PROVIDED THAT ACQUIRER
SHALL BE GOVERNED BY THE PROVISION OF SECTION 3.1 OF THIS AGREEMENT IN THE
DETERMINATION OF THE INSTRUMENTS AND DOCUMENTS IT IS REQUIRED TO ACCEPT, THE
"ASSUMPTION DOCUMENTS"), AND (B) OCTOBER 28, 2004.
AS USED IN THIS AGREEMENT,
THE TERM "CLOSING DATE" SHALL MEAN THE DATE WHEN THE CLOSING OCCURS.
5.2.
ACQUIRER'S OR COMPANY'S TITLE INSURANCE
PREMIUMS, SURVEY FEES, ENGINEERING, INSPECTION AND OTHER DUE DILIGENCE EXPENSES,
ESCROW FEES, MORTGAGE RECORDING TAXES AND FEES, ACQUIRER'S LEGAL FEES, AND FEES
AND EXPENSES OF ANY AND ALL FINANCING PROVIDED TO ACQUIRER IN CONNECTION WITH
THE TRANSACTION CONTEMPLATED HEREIN (OTHER THAN IN RESPECT OF THE MORTGAGE LOAN
WHICH IS GOVERNED BY SECTION 3.1 HEREIN) AND OTHER CLOSING EXPENSES (EXCEPT AS
PROVIDED IN THIS AGREEMENT) SHALL BE THE SOLE RESPONSIBILITY OF, AND BE PAID BY,
ACQUIRER.
TRANSFERORS SHALL PAY THE FEES OF TRANSFERORS' COUNSEL.
SECTION 6.
TRANSFERORS' AND
PARTNERSHIP'S COVENANTS.
6.1.
AFTER THE DATE OF THIS AGREEMENT, THE
TRANSFERORS AND PARTNERSHIP SHALL NOT, WITHOUT THE ACQUIRER'S PRIOR WRITTEN
CONSENT IN EACH INSTANCE WHICH CONSENT MAY BE WITHHELD OR DENIED IN ACQUIRER'S
SOLE DISCRETION ON OR PRIOR TO OCTOBER 28, 2004 AND WHICH CONSENT MAY NOT BE
UNREASONABLY WITHHELD, DELAYED OR CONDITIONED AFTER OCTOBER 28, 2004 (IF THE
CLOSING HAS NOT OCCURRED BY SUCH DATE), AND AFTER OCTOBER 28, 2004 ACQUIRER
SHALL GIVE OR DENY SUCH CONSENT AND PROVIDE THE REASONS FOR SUCH DENIAL, WITHIN
FIVE (5) BUSINESS DAYS OF REQUEST FOR CONSENT, ENTER INTO A NEW LEASE FOR SPACE
IN THE BUILDING OR RENEW OR EXTEND ANY EXISTING LEASE (EXCEPT PURSUANT TO THE
EXERCISE BY A TENANT OF A RENEWAL OR EXTENSION OPTION CONTAINED IN SUCH TENANT'S
EXISTING LEASE) OR OTHERWISE MODIFY OR TERMINATE ANY LEASE OR CONSENT TO ANY
SUBLET OR ASSIGNMENT UNDER ANY LEASE (UNLESS SUCH CONSENT IS REQUIRED BY THE
TERMS OF THE LEASE AND IN THE EVENT THE LEASE PROVIDES FOR A REASONABLENESS
STANDARD PARTNERSHIP SHALL CONSULT WITH ACQUIRER BUT PARTNERSHIP SHALL MAKE THE
FINAL DETERMINATION).
THE TRANSFERORS SHALL FURNISH THE ACQUIRER WITH ALL
INFORMATION REGARDING SUCH PROPOSED NEW LEASES, RENEWALS AND EXTENSIONS
REASONABLY NECESSARY TO ENABLE THE ACQUIRER TO MAKE INFORMED DECISIONS.
TRANSFERORS SHALL DELIVER TO THE ACQUIRER A TRUE AND COMPLETE COPY OF EACH SUCH
LEASE, RENEWAL AND EXTENSION AGREEMENT, IF ANY, PROMPTLY AFTER THE EXECUTION AND
DELIVERY THEREOF.
TRANSFERORS SHALL KEEP ACCURATE RECORDS OF ALL OF THE
FOLLOWING TYPES OF EXPENSES (COLLECTIVELY, "EXPENSES") INCURRED IN CONNECTION
WITH ANY LEASE FOR SPACE AT THE PROPERTY, OR ANY MODIFICATION, EXTENSION OR
RENEWAL OF AN EXISTING LEASE WHERE THE LEASE DOES NOT PROVIDE FOR ITS EXTENSION
OR RENEWAL, ENTERED INTO AFTER THE DATE HEREOF WITH THE CONSENT OF ACQUIRER (A
"NEW LEASE"):
(A) BROKERAGE COMMISSIONS AND FEES TO EFFECT SUCH LEASING
TRANSACTION, (B) EXPENSES INCURRED FOR REPAIRS, IMPROVEMENTS, EQUIPMENT,
PAINTING, DECORATING, PARTITIONING AND OTHER ITEMS