and deliver to Transferee and/or
the REIT (as indicated below) the following (the "Transferor Closing
Documents"):
(i) An instrument of assignment of the Interest, in the form annexed hereto as
Exhibit A (the "Assignment") (to Transferee);
(ii) A representation letter and agreement, in the form annexed hereto as
Exhibit B (the "Representation Letter and Agreement") (to both Transferee and
the REIT);
(iii) A limited partner signature page to the Partnership Agreement (as defined
below), in the form annexed hereto as Exhibit C (to Transferee);
(iv) An exchange rights agreement, in the form annexed hereto as Exhibit D (the
"Exchange Rights Agreement") (to both Transferee and the REIT)
(v) A mutual release agreement, in the form annexed hereto as Exhibit E (the
"Release Agreement") (to Transferee);
(vi) A promissory note evidencing the Additional Loan, in the form annexed
hereto as Exhibit F (the "Additional Promissory Note") (to the REIT);
(vii) A pledge agreement, in the form annexed hereto as Exhibit G (the "New
Pledge Agreement") (to the REIT);
(viii) A certificate confirming the accuracy as of the Closing Date of the
representations and warranties of Transferor set forth in Section 2(a) of this
Agreement (to both Transferee and the REIT); and
(ix) A certified copy of Transferor's resolutions approving the transactions
contemplated hereby (to both Transferee and the REIT).
(c) At the Closing, the REIT shall advance to Transferor, in immediately
available funds, the Additional Loan, and each of Transferee and the REIT (as
applicable) shall execute and deliver to Transferor the following (together with
the documents referred to in Section 3(d), collectively the "Transferee Closing
Documents"):
(i) The Assignment;
(ii) The Representation Letter and Agreement;
7
(iii) An amended Exhibit A to the Partnership Agreement, naming Transferor as a
limited partner of Transferee and indicating the number of Common Units and the
number of Series A Units held by Transferor after the consummation of the
transactions contemplated in this Agreement;
(iv) A certificate evidencing action by the general partner of Transferee to
issue the Units to Transferee, in the form annexed hereto as Exhibit H;
(v) Certificates representing the Series A Units required to be issued to
Transferor at Closing;
(vi) The Exchange Rights Agreement;
(vii) The Release Agreement;
(viii) The New Pledge Agreement;
(ix) A certificate from each of the Transferee and the REIT confirming the
accuracy as of the Closing Date of the representations and warranties set forth
in Section 2(b) of this Agreement; and
(x) A certified copy of the resolutions adopted by the board of directors of the
REIT approving, both for the REIT itself and in the REIT's capacity as general
partner of Transferee, the transactions contemplated hereby.
(d) At the Closing, each of Transferee and the REIT shall cause:
(i) Proskauer Rose LLP (or another nationally recognized tax counsel experienced
in such matters and satisfactory to Transferor) to delivered to Transferor a tax
opinion, addressed to Transferor, that, as of the Closing Date, the REIT
qualifies as a real estate investment trust for