LP AND ROME LP, IN THEIR CAPACITIES AS LIMITED PARTNERS OF GENEVA LP, TO CONSENT
TO THE ADMISSION OF THE VNO TRANSACTION SUB AS A GENERAL PARTNER OF GENEVA LP
AND SUCH OTHER MODIFICATIONS OF THE GENEVA LP GOVERNING DOCUMENTS AS ARE
DESCRIBED ON SCHEDULE 7.2(D); AND (II) RECOMMEND TO EACH OF THE OTHER PARTNERS
WHO ARE LIMITED PARTNERS OF GENEVA LP THAT THEY CONSENT TO SUCH MATTERS AND
SHALL USE COMMERCIALLY REASONABLE EFFORTS TO OBTAIN THE CONSENTS TO SUCH MATTERS
DESCRIBED IN SECTION 7.2(D).
(D)
WITHOUT LIMITING THE TERMS OF
SECTION 5.2(B), THE GENERAL PARTNERS SHALL COOPERATE WITH THE COMPANY AND THE
OPERATING PARTNERSHIP IN THE PREPARATION OF THE INFORMATION STATEMENT AND SHALL
PROVIDE SUCH INFORMATION REGARDING THE SUBJECT ENTITIES AND THE OTHER PARTNERS
AS THE COMPANY AND THE OPERATING PARTNERSHIP MAY REASONABLY REQUEST FOR PURPOSES
OF THE INFORMATION STATEMENT AND FOR THE SOLICITATION OF PARTICIPATION BY THE
OTHER PARTNERS WITH RESPECT TO THE TRANSACTION.
ALL SUCH INFORMATION SHALL, TO
THE KNOWLEDGE OF THE GENERAL PARTNERS, BE TRUE, ACCURATE AND COMPLETE IN ALL
MATERIAL RESPECTS.
THE GENERAL PARTNERS SHALL PROMPTLY RESPOND TO INQUIRIES AND
REQUESTS FOR
26
INFORMATION FROM THE OTHER PARTNERS AND INFORM THE OPERATING PARTNERSHIP OF SUCH
INQUIRIES.
5.3
Vornado Partnership Agreement Amendment.
The
Company and the Operating Partnership shall cause the Vornado Partnership
Agreement to be amended at or prior to the Closing by approving, executing and
adopting an amendment to the Vornado Partnership Agreement substantially in the
form attached hereto as Exhibit F (the "Vornado Partnership Agreement
Amendment").
5.4
Assignments of Interest; Limited Partner
Acceptance Agreements for the Vornado Partnership Agreement.
At the Closing,
each General Partner shall execute and deliver to the Operating Partnership
(i) an assignment of such General Partner's Interests Contributed Interests,
including warranty of title, substantially in the form attached hereto as
Exhibit A, and (ii) a Limited Partner Acceptance Agreement, accepting the terms
of such Limited Partner Acceptance Agreement, including the terms of the Vornado
Partnership Agreement, substantially in the form attached hereto as Exhibit B.
The Operating Partnership and the General Partners shall require that each
Contributing Partner execute and deliver to the Operating Partnership (i) an
assignment of Contributed Interests substantially in the form attached hereto as
Exhibit A and (ii) a Limited Partner Acceptance Agreement substantially in the
form attached hereto as Exhibit B, as conditions to the delivery of any Units
issued in the Transaction (including units to be deposited pursuant to the
Escrow Agreement) to such Contributing Partner.
5.5
Reservation of Vornado Common Shares.
The
Company shall cause to be reserved a sufficient number of Vornado Common Shares
to satisfy its obligation to redeem Units (if the Company were to elect to issue
Vornado Common Shares upon such redemption) pursuant to the terms of the Vornado
Partnership Agreement; provided that the number of Vornado Common Shares so
reserved shall be subject to reduction as Units are redeemed (in exchange for
either Vornado Common Shares or cash) over time.
5.6
Registration Rights Agreements.
At the