AS MEMBERS OF NEWCO,
RICHMOND AND STONERIDGE
TO ENTER INTO THE MANAGEMENT AGREEMENT (AS APPLICABLE,
AS DEFINED IN THE JV AGREEMENT, STONERIDGE LLC AGREEMENT AND RICHMOND LLC
AGREEMENT).
(B)
CERTIFICATES.
A DULY EXECUTED CERTIFICATE
OF THE GENERAL PARTNER[S], MANAGING MEMBER[S], TRUSTEE[S] OR MANAGER[S] OF
SELLER (OR ITS DIRECT OR INDIRECT GENERAL PARTNER[S], MANAGING MEMBER[S],
TRUSTEE[S] OR MANAGER[S], IF APPLICABLE), DATED AS OF THE CLOSING DATE,
CERTIFYING:
(I)
THAT THE GENERAL PARTNER[S], MANAGING
MEMBER[S], TRUSTEE[S] OR MANAGER[S] OF SELLER HAVE ADOPTED RESOLUTIONS APPROVING
THE TRANSACTIONS CONTEMPLATED HEREUNDER AND AUTHORIZING SELLER TO EXECUTE AND
DELIVER THIS AGREEMENT AND EACH OTHER AGREEMENT AND OTHER INSTRUMENT NECESSARY
FOR THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND TO
PERFORM ITS OBLIGATIONS HEREUNDER AND THEREUNDER (TOGETHER WITH A COPY OF SUCH
RESOLUTION), THAT SUCH ACTION BY SUCH GENERAL PARTNER[S], MANAGING MEMBER[S],
TRUSTEE[S] OR MANAGER[S] CONSTITUTES THE ONLY AUTHORIZATION REQUIRED FOR SUCH
EXECUTION, DELIVERY AND CONSUMMATION BY SELLER AND IT HAS NOT BEEN REVOKED OR
OTHERWISE WITHDRAWN AND REMAINS IN FULL FORCE AND EFFECT; AND
(II)
AS TO A TRUE, COMPLETE AND CORRECT COPY OF
SELLER'S ORGANIZATIONAL DOCUMENTS (INCLUDING ALL DOCUMENTS FILED OF RECORD IN
THE JURISDICTION OF ITS ORGANIZATION, IF ANY, CERTIFIED BY THE APPROPRIATE
AUTHORITY IN SUCH JURISDICTION, IF AVAILABLE), THAT THE SAME HAVE NOT BEEN
AMENDED (EXCEPT AS NOTED THEREIN) AND THAT THEY ARE IN FULL FORCE AND EFFECT AS
OF THE CLOSING DATE, AND ALSO CERTIFYING AS TO THE INCUMBENCY OF THE
REPRESENTATIVES OF SELLER EXECUTING AND DELIVERING THIS AGREEMENT AND THE OTHER
DOCUMENTS AND INSTRUMENTS PROVIDED HEREIN TO BE EXECUTED AND DELIVERED BY THE
SELLER.
(C)
REPRESENTATIONS AND WARRANTIES.
A DULY
EXECUTED CERTIFICATE OF SELLER, DATED AS OF THE CLOSING DATE, CERTIFYING THAT
EACH OF THE REPRESENTATIONS AND WARRANTIES OF SELLER CONTAINED IN SECTION 8.2 OF
THIS AGREEMENT IS TRUE AND CORRECT IN ALL MATERIAL RESPECTS AS IF REMADE
32
on and as of the Closing Date (or, in the case of a representation that by its
terms is made as of a specified date, as of such date) with appropriate
modifications of those representations and warranties as provided in
Section 8.3(b) and to reflect actions taken by or on behalf of Seller in
accordance with the provisions of Article IV or identifying any representation
or warranty that would not be true and correct if remade as described above and
explaining the reasons therefor.
(D)
FIRPTA AND STATE WITHHOLDING EXEMPTIONS.
A
CERTIFICATION IN THE FORM OF EXHIBIT G ATTACHED HERETO EXECUTED BY SELLER UNDER
PENALTY OF PERJURY STATING THAT SELLER IS NOT A "FOREIGN PERSON" WITHIN THE
MEANING OF SECTION 1445 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
"CODE"), AND APPROPRIATE WITHHOLDING CERTIFICATION (ESTABLISHING AN EXEMPTION
FROM, OR REDUCTION IN THE AMOUNT OF, OTHERWISE APPLICABLE WITHHOLDING TAXES) TO
THE EXTENT REQUIRED BY EACH APPLICABLE STATE IN WHICH THE PROPERTIES ARE
LOCATED, SUCH CERTIFICATION TO COMPLY WITH APPLICABLE LAWS.
IF SELLER SHALL
FAIL OR BE UNABLE TO DELIVER SUCH CERTIFICATION, PURCHASER SHALL HAVE THE RIGHT
TO WITHHOLD