Citigroup (C)

6.2         Closing Date.  Upon the Closing Date:

(a)           NCS shall deliver to the Purchaser (or, with the consent of the Sellers, which shall not be unreasonably withheld, the Purchaser’s designated Affiliate) a signed instruction letter to the New Securities Company irrevocably instructing the New Securities Company to register the transfer of the New Securities Company Shares (which are not certificated) upon or promptly after the Effective Time;

(b)           NCH shall deliver to the Purchaser (or, with the consent of the Sellers, which shall not be unreasonably withheld, the Purchaser’s designated Affiliate) share certificates representing all the Related Company Shares that are certificated (excluding partnership interests) owned by NCH or (if any such Related Company Shares are uncertificated) with instruction letters irrevocably instructing such Related Company to register the transfer of such shares upon or promptly after the Effective Time;

(c)           NCH shall deliver instruments of transfer for its partnership interests and all or any rights related thereto in each of the Partnerships to the Purchaser (or, with the consent of the Sellers, which shall not be unreasonably withheld, the Purchaser’s designated Affiliate), effective upon the Effective Time;

(d)           NCB shall deliver to the Purchaser (or, with the consent of the Sellers, which shall not be unreasonably withheld, the Purchaser’s designated Affiliate) share certificates representing all the Related Company Shares that are certificated owned by NCB, or (if any such Related Company Shares are uncertificated) instruction letters irrevocably instructing such Related Company to register the transfer of its shares upon or promptly after the Effective Time;

(e)           NCH shall deliver instruments of transfer of the Related Assets to the Purchaser (or, with the consent of the Sellers, which shall not be unreasonably withheld, the Purchaser’s designated Affiliate), effective upon the Effective Time:

(i)            in the case of Related Assets that are certificated securities, by delivery of the certificates representing such Related Assets; and

(ii)           in the case of Related Assets that are held through JASDEC or a similar system, by giving relevant securities companies irrevocable instructions necessary for such transfer.