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SEC Filings

FOREST CITY REALTY TRUST, INC. filed this Form DEFM14A on 10/12/2018
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60 days prior to the Closing Date, it being understood that, with respect to such financial information for each such fiscal year and subsequent interim period, such covenant shall be deemed satisfied through the filing by the Company of its annual report on Form 10-K or quarterly report on Form 10-Q with respect to such fiscal year or interim period (it being understood and agreed that Parent and Merger Sub hereby acknowledge receipt of the financial information with respect to the fiscal quarter ended March 31, 2018) (the information and financial statements referred to in subclauses (1) and (2) above, the “Required Financial Information”);

(vi) assist Parent and Merger Sub to the extent requested, with Parent and Merger Sub’s preparation of a pro forma balance sheet;

(vii) upon the request by Parent or Merger Sub, providing customary authorization and representation letters (including customary 10b-5 and material non-public information representations) in connection with the information provided as Required Financial Information in any confidential information memorandum (including prior to any bank meeting for the Debt Financing);

(viii) assist Parent and Merger Sub in Parent and Merger Sub obtaining surveys and title insurance as reasonably requested by Parent or Merger Sub, including by providing title affidavits or similar documents required by a nationally-recognized title company for (A) the deletion of any standard or pre-printed exceptions in any title insurance policies or pro forma or (B) the satisfaction of any requirement set forth in any title commitment and, to the extent appropriate, appraisals of real property and assist in obtaining assignments or similar documents as reasonably requested by Parent or Merger Sub to minimize mortgage recording tax and other costs and expenses;

(ix) at least four (4) Business Days prior to the Closing (in each case, to the extent requested at least ten (10) Business Days prior to the Closing), provide all documentation and other information about the Company and any of its Subsidiaries as is reasonably requested in writing by Parent which the parties to the Debt Commitment Letter (other than Parent and Merger Sub) reasonably determine is required by applicable “know your customer,” anti-money laundering rules and regulations (including the PATRIOT Act) and the requirements of the beneficial ownership regulation pursuant to 31 C.F.R. § 1010.230;

(x) assist Parent and Merger Sub with Parent and Merger Sub obtaining property-level financing and facilities (including any agency financing and commercial mortgage backed security facilities) as may reasonably be requested by Parent;

(xi) subject to Section 7.6(b), provide Parent and its Representatives and Financing sources (including any appraisers, engineers, or rating agency personnel) reasonable access to the Company and its Subsidiaries’ properties and enter into customary engagements regarding the scope of such access;

(xii) assist Parent with Parent and Merger Sub obtaining tenant and ground lessor estoppels (it is acknowledged that obtaining any such estoppel is not a condition to Closing); and

(xiii) cooperate with the Financing Sources in their efforts to benefit from the existing lending relationships of the Company and its Subsidiaries.

(b) Nothing in this Section 7.17 shall require any cooperation or other action by the Company, its Subsidiaries or its or their respective Representatives to the extent that it would unreasonably interfere in any material respect with the business or operations of the Company or any of its Subsidiaries. Notwithstanding the foregoing or anything else contained herein to the contrary, nothing in this Section 7.17 shall require the Company or any of its Subsidiaries or their respective Representatives (1) to execute or approve any definitive financing documents, including any credit or other agreements, pledge documents, security documents or other certificates in connection with the Financing (other than customary authorization and representation letters in connection with the Debt Financing, if any, and solely to the extent set forth in Section 7.17(a)(vii) above), (2) to provide cooperation to the extent that it would reasonably be expected to conflict with or violate any applicable Law or result in a breach of, or a default under, any material contract to which the Company or any of its Subsidiaries is a party, (3) to breach, waive or amend any terms of this Agreement, (4) to provide cooperation to