OF NEWCO, STONERIDGE
AND RICHMOND AND (IV) PURCHASER OR ITS AFFILIATE TO BECOME THE PROPERTY MANAGER
OF THE PROPERTIES PURSUANT TO THE MANAGEMENT AGREEMENT ATTACHED TO THE JV
AGREEMENT, STONERIDGE LLC AGREEMENT AND THE RICHMOND LLC AGREEMENT.
PURCHASER
AND SELLER WILL ALSO COOPERATE IN GOOD FAITH AND USE COMMERCIALLY REASONABLE
EFFORTS TO NEGOTIATE WITH THE EXISTING LENDERS TO OBTAIN PRIOR TO THE CLOSING AN
AGREEMENT BY THE EXISTING LENDERS THAT THE EXERCISE OF THE BUY-SELL PROVISIONS,
FORCED SALE PROVISIONS OR RIGHT OF FIRST OFFER PROVISIONS CONTAINED IN THE JV
AGREEMENT, STONERIDGE LLC AGREEMENT AND THE RICHMOND LLC AGREEMENT BY SELLERS OR
PURCHASER SHALL NOT CONSTITUTE A DEFAULT OR BREACH UNDER ANY OF THE ASSUMED LOAN
DOCUMENTS.
PURCHASER AGREES TO INDEMNIFY EACH SELLER AND/OR ANY APPLICABLE
AFFILIATE OF SELLER, FROM FIFTY PERCENT (50%) OF ANY LIABILITIES UNDER ANY
GUARANTY OR INDEMNITY AGREEMENTS (OR 49.9% WITH RESPECT TO HILLTOP AND
STONERIDGE) RELATED TO THE ASSUMED MORTGAGE DEBT, IF ANY, ARISING AND ACCRUING
FROM AND AFTER THE CLOSING DATE PURSUANT TO AN INDEMNITY AGREEMENT IN THE FORM
OF EXHIBIT E ATTACHED HERETO (THE "EXISTING LOAN INDEMNITY AGREEMENT").
SELLER
ALSO AGREES TO REQUEST THAT EACH OF THE EXISTING LENDERS EXECUTE AN ESTOPPEL
CERTIFICATE ADDRESSED TO PURCHASER STATING (I) THAT THE DOCUMENTS EVIDENCING AND
SECURING THE APPLICABLE PORTION OF ASSUMED MORTGAGE DEBT HAVE NOT BEEN AMENDED,
(II) THE OUTSTANDING PRINCIPAL BALANCE OF THE APPLICABLE PORTION OF ASSUMED
MORTGAGE DEBT AND (III) THAT THERE ARE NO DEFAULTS UNDER THE APPLICABLE PORTION
OF ASSUMED MORTGAGE DEBT (THE "CLEAN LENDER ESTOPPELS").
SELLER AGREES TO USE
COMMERCIALLY REASONABLE EFFORTS, BUT WITHOUT BEING REQUIRED TO INCUR ANY EXPENSE
(OTHER THAN THE ADMINISTRATIVE EXPENSE CUSTOMARILY INCURRED IN PREPARING,
DISTRIBUTING AND COLLECTING SUCH CERTIFICATE) TO OBTAIN EACH CLEAN LENDER
ESTOPPELS.
PURCHASER AGREES THAT PRIOR TO THE CLOSING IT WILL NOT COMMUNICATE
WITH THE EXISTING LENDER IN PERSON, BY TELEPHONE, IN WRITING OR OTHERWISE
REGARDING THE PROPERTY, THE TERMS OF THE ASSUMED MORTGAGE DEBT OR THE CONSENT
REFERRED TO ABOVE UNLESS IT PROVIDES SELLER WITH REASONABLE ADVANCE NOTICE OF
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such communication and an opportunity to be present and participate in any such
discussion or to review and approve any such written submission.
4.7
SATISFIED MORTGAGE DEBT AND NEW MORTGAGE
DEBT.
THE PARTIES INTEND TO, AND SHALL DILIGENTLY AND CONTINUOUSLY AFTER THE
DATE HEREOF COOPERATE IN GOOD FAITH TO, PUT INTO PLACE NEW MORTGAGE FINANCING ON
THE PROPERTIES SIMULTANEOUSLY WITH THE CLOSING, OTHER THAN THOSE PROPERTIES
SECURED BY THE ASSUMED MORTGAGE DEBT (THE "NEW MORTGAGE DEBT", SUCH TRANSACTION
TO BE KNOWN AS THE "NEW MORTGAGE DEBT TRANSACTION")).
THE PARTIES INTEND THAT
THE MATERIAL TERMS OF THE NEW MORTGAGE DEBT WILL BE SUBSTANTIALLY AS SET FORTH
ON SCHEDULE 4.7-1 ATTACHED HERETO AND MADE A PART HEREOF.
SELLERS AGREE THAT AT
CLOSING AND SIMULTANEOUSLY WITH THE CONSUMMATION OF THE NEW MORTGAGE DEBT
TRANSACTION, SELLER SHALL PAY-OFF THE MORTGAGE DEBT CURRENTLY ON BRIARWOOD,
STONERIDGE, THE FALLS AND MEADOWOOD (THE "SATISFIED MORTGAGE DEBT") INCLUDING,
WITHOUT LIMITATION, (I) OBTAINING RELEASES AND SATISFACTIONS FROM ALL LENDERS
UNDER THE