P20-Tenancies

                        
Objective Form

20.1  The sale and transfer of title provided for in this agreement shall be
subject to those existing tenancies as described in Exhibit ______ hereto.

20.2  Seller shall deliver to Buyer, no later than _____ days prior to closing,
a true copy of the lease agreements between Seller and each of said tenants.
At closing, Seller shall deliver to Buyer original lease agreements for each
tenancy and, for each tenant, a written estoppal certificate or offset
statement showing that the lease or tenancy is in full force and effect, that
there have been no modifications or amendments to the lease or breaches of the
terms thereof except as set forth in the statement, and that rental thereunder
has been paid to date.  Seller shall also deliver, at closing, a written
assignment of Seller's right, title and interest in each such lease and a
written notice to all tenants of such assignment.

20.3  All existing accounts related to such tenancies, including security
deposits, cleaning deYposits and breakage deposits shall, together with
accumulated interest thereon, if any, be transferred by Seller to Buyer.


Comment
     This section deals with known tenancies on the premises as opposed to
"hidden" leases which become known in the title report (see sections on
"Title").  The objective form simply provides for the assignment of such
existing leases from Seller to Buyer.  The only assurance that the Buyer 
has as to the validity and enforceability of the leases is in the delivery 
of statements signed by each tenant which so acknowledge.  Security and 
other deposits are simply turned over to the Buyer.

Alternatives
     Where the Buyer wishes to terminate the tenancy and either the existing
lease allows such termination or the tenant is in default, the following
language may be used.
          "Seller shall give notice to tenant of the termination of such lease
          in the manner provided by law.  Buyer shall have the right to possess
          such portion of the premises on or before __________________________.
          If, by that date, the tenant has not vacated, Buyer may proceed
          against tenant in such lawful manner as will remove tenant from the
          premises.  Seller does hereby transfer and convey unto Buyer all of
          its rights as against tenant for dispossession of the premises and


          agrees to execute all documents and to cooperate fully with Buyer in
          any actions brought by Buyer to recover such premises from tenant.
          Seller shall pay and shall, further, indemnify and hold Buyer
          harmless of and from all damages, costs and expenses incurred in
          recovering possession from tenant."
     If the Seller will cooperate in ousting such a tenant but will not pay the
expenses of same, the last sentence of the prior clause would be removed.
     If the estoppel certificate furnished by the Seller discloses problems in
the performance by Seller (i.e.:  its breach of the agreement) a provision may
be added giving the Buyer the right to terminate the transaction.
          "Where such estoppel certificate discloses the breach by Seller, as
          Landlord, of the terms of any such lease, Buyer shall notify Seller
          of its objection to same within ______ days of the delivery of such
          certificate.  Seller shall have ______ days from notice of such
          objection to cure it by curing the breach and having tenant execute
          another certificate acknowledging same.  If Seller fails to so cure
          such objection within _____ days of notice of objection Buyer may
          either (i) terminate, by delivering notice thereof to Seller within
          ______ days of its notice of objection, in which event all sums
          theretofore deposited or paid by it shall be returned or (ii) waive


          the objection and allow the sale to close without diminution in the
          purchase price."
     The Buyer may require indemnification by Seller if the security or other
deposits turned over have been wrongfully held or inaccurately credited.  This
is particularly important in residential buildings covered by a State's 
landlord and tenant statute.
          "Seller shall reimburse, indemnify, defend and hold Buyer harmless of
          and from all claims, causes, suits, damages, liabilities, costs and
          expenses, including reasonable attorney fees, arising out of Seller's
          holding or transfer of such deposits including any breach of the
          tenant's lease or any statutory provision dealing therewith."