OF THE LENDERS UNDER THE SATISFIED MORTGAGE
DEBT, IF APPLICABLE, WHICH MAY BE REQUIRED FOR (I) NEWCO'S ACQUISITION OF THE
TRANSFERRED INTERESTS (OTHER THAN STONERIDGE, RICHMOND AND RICHMOND ASSOCIATES
CORP.), (II) THE ACQUISITION BY PURCHASER OF AN INTEREST IN NEWCO, STONERIDGE,
RICHMOND AND RICHMOND ASSOCIATES CORP. PURSUANT HERETO, (III) PURCHASER'S
ADMISSION AS THE MANAGING MEMBER OF NEWCO, RICHMOND AND STONERIDGE AND (IV)
PURCHASER OR ITS AFFILIATE TO BECOME THE PROPERTY MANAGER OF THE PROPERTIES
PURSUANT TO THE MANAGEMENT AGREEMENT ATTACHED TO THE JV AGREEMENT, THE
STONERIDGE LLC AGREEMENT OR THE RICHMOND LLC AGREEMENT, AS APPLICABLE, AND THE
CLOSING DATE SHALL BE EXTENDED FOR SO LONG AS IS NECESSARY THEREAFTER UNTIL THE
EARLIER TO OCCUR OF (Y) SELLERS' OBTAINING SUCH CONSENTS AND (Z) THE SATISFIED
MORTGAGE DEBT BEING REFINANCED WITH NEW MORTGAGE DEBT.
DURING SUCH 60 DAY
PERIOD, PURCHASER AND SELLER WILL ALSO COOPERATE IN GOOD FAITH AND USE
COMMERCIALLY REASONABLE EFFORTS TO NEGOTIATE WITH THE LENDERS UNDER THE
SATISFIED MORTGAGE DEBT TO OBTAIN PRIOR TO THE CLOSING AN AGREEMENT BY SUCH
LENDERS THAT THE EXERCISE OF THE BUY-SELL PROVISIONS, FORCED SALE PROVISIONS OR
RIGHT OF FIRST OFFER PROVISIONS CONTAINED IN THE JV AGREEMENT, THE STONERIDGE
LLC AGREEMENT OR THE RICHMOND LLC AGREEMENT BY SELLERS OR PURCHASER SHALL NOT
CONSTITUTE A DEFAULT OR BREACH UNDER ANY OF SUCH LOANS.
(D)
THE DATE THAT THE CLOSING OCCURS (AS
ADJOURNED) SHALL BE KNOWN AS THE "CLOSING DATE".
6.2
CLOSING DELIVERIES BY SELLER.
AT THE
CLOSING, EACH SELLER WILL EXECUTE, ACKNOWLEDGE WHERE APPROPRIATE AND DELIVER, OR
CAUSE TO BE DELIVERED, EACH OF THE FOLLOWING INSTRUMENTS AND DOCUMENTS:
(A)
TRANSFERRED INTEREST CONVEYANCE.
(I)
WITH RESPECT TO EACH TRANSFERRED
INTEREST, TWO (2) COUNTERPARTS OF AN ASSIGNMENT AND ASSUMPTION OF INTEREST IN
THE FORM ATTACHED AS EXHIBIT F (THE "INTEREST ASSIGNMENT"), PURSUANT TO WHICH
SELLER CONVEYS SUCH TRANSFERRED INTEREST TO NEWCO AND NEWCO ASSUMES ALL
OBLIGATIONS OF SELLER RELATING TO THE TRANSFERRED INTEREST ARISING FROM AND
AFTER THE CLOSING DATE;
(II)
A STOCK POWER IN FAVOR OF PURCHASER IN THE
FORM ATTACHED AS EXHIBIT F-1 TRANSFERRING ANY APPLICABLE INTERESTS IN A
CORPORATE SRH ENTITY.
31
(III)
TWO (2) COUNTERPARTS OF THE JV AGREEMENT,
STONERIDGE LLC AGREEMENT AND RICHMOND LLC AGREEMENT AND ANY RELATED CERTIFICATES
REQUIRED BY THE LAW OF THE STATE OF DELAWARE; AND
(IV)
TWO (2) COUNTERPARTS OF THE COORDINATION
AGREEMENT;
(V)
ANY ADDITIONAL DOCUMENTS THAT MAY BE
REQUIRED TO REFLECT (X) THE CONVEYANCE OF THE TRANSFERRED INTERESTS TO NEWCO,
(Y) THE TRANSFER TO PURCHASER OF 49.9% OF THE SELLERS' INTEREST IN RICHMOND AND
49.9% INTEREST IN RICHMOND ASSOCIATES CORP. AND (Z) THE TRANSFER TO PURCHASER OF
A 49.9% INTEREST IN STONERIDGE;
(VI)
A COPY OF ALL TERMINATION NOTICES SENT TO
TERMINATE ALL TAUBMAN CONTRACTS, CERTIFIED BY SELLERS AS A TRUE AND CORRECT
COPY;
(VII)
ALL CLEAN ESTOPPEL CERTIFICATES (INCLUDING, IF
APPLICABLE OR REQUIRED, EACH CLEAN LENDER ESTOPPELS, GROUND LESSOR ESTOPPEL,
SELLER ESTOPPEL CERTIFICATE, AND/OR SELLER ANCHOR ESTOPPEL CERTIFICATE),
RECEIVED (OR PREPARED) BY SELLER AT OR PRIOR TO CLOSING; AND
(VIII)
WRITTEN CONSENT OF SELLERS