be deemed part of the Earnest Money, for an aggregate
Deposit of Forty-Five Million Dollars ($45,000,000.00). Notwithstanding anything
to the contrary herein, Purchaser or Seller shall have the right to extend the
Closing Date once for up to an additional one hundred twenty (120) days, without
requiring Purchaser's payment of the Second Additional Deposit, upon delivery of
a written notice to the non-requesting party on or before three (3) Business
Days prior to the Closing Date for the sole purpose of obtaining the Consent
(the "Consent Extension"). Seller and Purchaser hereby acknowledge that Seller
shall have no obligation to obtain updated Estoppels resulting from the
extension of the Closing Date pursuant to the Consent Extension. Closing shall
take place not more than ten (10) business days after receipt of the Consent if
the Consent is obtained during the Consent Extension.
4.2
Seller's Obligations at Closing. At Closing, Seller shall:
4.2.1
TRANSFER OF SHARES. TRANSFER ALL, BUT NOT LESS THAN ALL SHARES TO
PURCHASER BY DELIVERING TO PURCHASER EVIDENCE REASONABLY SATISFACTORY TO
PURCHASER OF THE TRANSFER TO PURCHASER OF OWNERSHIP OF SUCH SHARES ON THE BOOKS
AND RECORDS OF THE TRUSTS, TOGETHER WITH AN ASSIGNMENT OF SHARES (THE "TRANSFER
DOCUMENT") SUBSTANTIALLY IN THE FORM OF EXHIBIT 4.2.1 ATTACHED HERETO.
4.2.2
REDEMPTION OF PREFERRED SHARES. CAUSE THE REDEMPTION OF ALL SHARES IN
EACH OF THE TRUSTS HELD BY THE PREFERRED SHAREHOLDERS OF EACH OF THE TRUSTS IN
ACCORDANCE WITH SECTION 5.6.8.
4.2.3
RESIGNATIONS OF TRUSTEES AND OFFICERS. DELIVER TO PURCHASER WRITTEN
RESIGNATIONS OF ALL OF THE TRUSTEES AND OFFICERS OF EACH OF THE TRANSFERRED
COMPANIES, SUCH RESIGNATIONS TO BE IN FORM AND SUBSTANCE ACCEPTABLE TO PURCHASER
IN ITS SOLE DISCRETION.
4.2.4
TERMINATION OF OPERATING AGREEMENTS AND MANAGEMENT AGREEMENTS.
DELIVER, OR CAUSE TO BE DELIVERED, TO PURCHASER EVIDENCE SATISFACTORY TO
PURCHASER OF THE TERMINATION OF THE OPERATING AGREEMENTS FOR WHICH PURCHASER HAS
DELIVERED NOTICE TO SELLER, NOT LESS THAN FIVE (5) DAYS PRIOR TO CLOSING AND IN
ANY EVENT NOT PRIOR TO THE DATE OF THIS AGREEMENT ELECTING TO TERMINATE SUCH
SPECIFIED OPERATING AGREEMENTS; PROVIDED, SUCH OPERATING AGREEMENTS CAN BE
TERMINATED PRIOR TO CLOSING
9
WITHOUT PENALTY OR PREMIUM. IF ANY SUCH OPERATING AGREEMENT CANNOT BE TERMINATED
WITHOUT PENALTY OR PREMIUM PRIOR TO CLOSING, THEN SUCH OPERATING AGREEMENT SHALL
CONTINUE IN FULL FORCE AND EFFECT FOLLOWING CLOSING AS OBLIGATIONS OF THE
PROPERTY LLCS. IN ADDITION, SELLER SHALL CAUSE THE APPLICABLE TRUST TO
TERMINATE, AT CLOSING, ANY PROPERTY MANAGEMENT AND LEASING AGREEMENTS AFFECTING
THE PROPERTY. NOTWITHSTANDING THE FOREGOING, ANY OPERATING AGREEMENT WITH AN
AFFILIATE OF SELLER SHALL BE TERMINATED EFFECTIVE AS OF CLOSING UNLESS OTHERWISE
ELECTED BY PURCHASER.
4.2.5
BRINGDOWN CERTIFICATE. DELIVER TO PURCHASER A CERTIFICATE, DATED AS OF
THE DATE OF CLOSING AND EXECUTED ON BEHALF OF SELLER BY A DULY AUTHORIZED
OFFICER OR AGENT THEREOF, STATING THAT THE REPRESENTATIONS AND WARRANTIES OF
SELLER CONTAINED IN THIS AGREEMENT ARE TRUE AND CORRECT IN ALL MATERIAL RESPECTS
AS OF THE DATE OF CLOSING OR IDENTIFYING ANY REPRESENTATION OR WARRANTY WHICH IS
NOT, OR