Common use of Contracts; Debt Instruments Clause in Contracts

Contracts; Debt Instruments. (a) Except as disclosed in the Seller SEC Documents, neither Seller nor any Seller Subsidiary is a party to any contract or agreement that purports to limit in any material respect the geographic location in which Seller or any Seller Subsidiary may conduct its business. Neither Seller nor any Seller Subsidiary (i) is in violation of or in default under any material loan or credit agreement, note, bond, mortgage, indenture, lease, permit, concession, franchise, license or any other material contract, agreement, arrangement or understanding, to which it is a party or by which it or any of its properties or assets is bound (excluding primarily as a result of any action or inaction of Lessee or Manager and excluding any of the foregoing with Lessee or Manager) (each, a "Material Contract"), nor (ii) to the Knowledge of Seller does such a violation or default exist, except to the extent that such violation or default referred to in clauses (i) or (ii), individually or in the aggregate, would not have a Seller Material Adverse Effect. Each Material Contract as of the date hereof which has not been filed as an Exhibit to any of the Seller SEC Documents has been or made available to Buyer's representatives at the Data Room, is listed on Seller's Data Room index dated June 15, 1999 or has been provided to Parent or Buyer prior to the date hereof. Seller has made available at the Data Room on or prior to June 15, 1999 or has provided to Parent or Buyer prior to the date hereof all contracts and other agreements relating to the contribution of assets to Seller Partnership in exchange for Seller OP Units (the "Seller Contribution Agreements") and all such agreements are listed on Seller's Data Room index dated June 15, 1999 or have been provided to Parent or Buyer prior to the date hereof. (b) Section 2.17(b) of the Seller Disclosure Letter sets forth a list as of the date hereof of each loan or credit agreement, note, bond, mortgage, indenture and any other agreement and instrument pursuant to which any Indebtedness (as defined below) of Seller or any of Seller Subsidiaries, other than Indebtedness payable to Seller or a Seller Subsidiary, is outstanding or may be incurred in an amount in excess of $2,000,000, together with the amount outstanding thereunder as of the date hereof. For purposes of this Section 2.17, "Indebtedness" shall mean (i) indebtedness for borrowed money, whether secured or unsecured, (ii) obligations under conditional sale or other title retention agreements relating to property

Contracts; Debt Instruments. (a) Except as disclosed in on Schedule 4.19 of the Seller SEC DocumentsCompany Disclosure Letter, neither Seller there are no contracts that are material to the business, properties, assets, financial condition or results of operations of the Company and its Subsidiaries taken as a whole ("Material Contracts"). Neither the Company nor any Seller Subsidiary is a party to any contract or agreement that purports to limit in any material respect the geographic location in which Seller or any Seller Subsidiary may conduct of its business. Neither Seller nor any Seller Subsidiary (i) Subsidiaries is in violation of or in default under (nor does there exist any material loan condition which with the passage of time or credit agreement, note, bond, mortgage, indenture, lease, permit, concession, franchise, license the giving of notice or both would cause such a violation of or default under) any other material contract, agreement, arrangement or understanding, Material Contract to which it is a party or by which it or any of its properties or assets is bound (excluding primarily as a result of any action or inaction of Lessee or Manager and excluding any of the foregoing with Lessee or Manager) (each, a "Material Contract"), nor (ii) to the Knowledge of Seller does such a violation or default existbound, except to the extent for violations or defaults that such violation or default referred to in clauses (i) or (ii)have not and could not, individually or in the aggregate, would not have reasonably be expected to result in a Seller Company Material Adverse Effect. Each Material Contract as is in full force and effect, and is a legal, valid and binding obligation of the date hereof which has not been filed as an Exhibit Company or a Company Subsidiary and, to any the knowledge of the Seller SEC Documents Company, each of the other parties thereto, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium or other similar laws relating to creditors' rights and general principles of equity. No condition exists or event has been occurred which (whether with or made available to Buyer's representatives at without notice or lapse of time or both) would constitute a default by the Data RoomCompany or a Company Subsidiary or, is listed on Seller's Data Room index dated June 15, 1999 or has been provided to Parent or Buyer prior to the date hereof. Seller has made available at knowledge of the Data Room on Company, any other party thereto under any Material Contract or prior to June 15, 1999 or has provided to Parent or Buyer prior to the date hereof all contracts and other agreements relating to the contribution result in a right of assets to Seller Partnership in exchange for Seller OP Units (the "Seller Contribution Agreements") and all such agreements are listed on Seller's Data Room index dated June 15, 1999 or have been provided to Parent or Buyer prior to the date hereoftermination of any Material Contract. (b) Section 2.17(bSet forth in Schedule 4.19(b) of the Seller Company Disclosure Letter sets forth is (i) a list as of the date hereof of each all loan or credit agreementagreements, notenotes, bondbonds, mortgagemortgages, indenture indentures and any other agreement agreements and instrument instruments pursuant to which any Indebtedness (as defined below) indebtedness of Seller the Company or any its Subsidiaries in an aggregate principal amount in excess of Seller Subsidiaries, other than Indebtedness payable to Seller or a Seller Subsidiary, $5,000,000 is outstanding or may be incurred in an amount in excess of $2,000,000incurred, together with the amount outstanding thereunder as of the date hereof. For purposes of this Section 2.17, "Indebtedness" shall mean (i) indebtedness for borrowed money, whether secured or unsecured, and (ii) obligations under conditional sale the respective principal amounts currently outstanding thereunder. (c) Neither the Company nor any of its Subsidiaries has entered into any contract and there is no commitment, judgment, injunction, order or other title retention agreements relating decree to propertywhich the Company or any of its Subsidiaries is a party or subject to that has or could reasonably be expected to have the effect of prohibiting or impairing the conduct of business by the Company or any of its Subsidiaries or any contract that may be terminable as a result of Parent's status as a competitor of any party to such contract or arrangement.

Contracts; Debt Instruments. (a) Except as disclosed in the Seller SEC Documents, neither Seller nor any Seller Subsidiary there is a party to any no contract or agreement that purports to limit in any material respect the geographic location in which Seller or any Seller Subsidiary may conduct its business. Neither Seller nor any Seller Subsidiary (i) is in violation of or in default under any material loan or credit agreement, note, bond, mortgage, indenture, lease, permit, concession, franchise, license or any other material contract, agreement, arrangement or understanding, to which it is a party or by which it or any of its properties or assets is bound (excluding primarily as a result of any action or inaction of Lessee or Manager and excluding any of the foregoing with Lessee or Manager) (each, a "Material Contract"), nor (ii) to the Knowledge of Seller does such a violation or default exist, except to the extent that such violation or default referred to in clauses (i) or (ii), individually or in the aggregate, would not have a Seller Material Adverse Effect. Each Material Contract as of the date hereof which has not been filed as an Exhibit to any of the Seller SEC Documents has been previously delivered to Xxxxxxxx & Xxxxxxxx or made available to Buyer's representatives at the Data Room, is listed on Seller's Data Room index dated June 15, 1999 or has been provided to Parent or Buyer prior to the date hereof. Seller has made available at the Data Room offices of Xxxx and Xxxx LLP on or prior to June 15February 18, 1999 1999, and a list of all Material Contracts that have not been so filed is set forth in Section 2.18(a) of the Seller Disclosure Letter. Seller has previously delivered to Xxxxxxxx & Xxxxxxxx or has provided made available to Parent Buyer's representatives at the offices of Xxxx and Xxxx LLP on or Buyer prior to the date hereof February 18, 1999, all contracts and other agreements relating to the contribution of assets to Seller Partnership in exchange for Seller OP Units (the "Seller Contribution Agreements"). Except as set forth in Section 2.18(a) and all of the Seller Disclosure Letter, neither Seller nor any of its Subsidiaries is in default in any respect in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any Material Contract to which it is a party where such agreements are listed on Seller's Data Room index dated June 15default, 1999 individually or in the aggregate, would reasonably be expected to have been provided to Parent or Buyer prior to the date hereofa Seller Material Adverse Effect. (b) Section 2.17(b2.18(b) of the Seller Disclosure Letter sets forth a list as of the date hereof of each loan or credit agreement, note, bond, mortgage, indenture and any other agreement and instrument pursuant to which any Indebtedness (as defined below) of Seller or any of Seller Subsidiaries, other than Indebtedness payable to Seller or a Seller Subsidiary, is outstanding or may be incurred in an amount in excess of $2,000,00050,000, together with the amount outstanding thereunder as of the date hereof. For purposes of this Section 2.172.18, "Indebtedness" shall mean (i) indebtedness for borrowed money, whether secured or unsecured, (ii) obligations under conditional sale or other title retention agreements relating to propertyproperty purchased by such Person, (iii) capitalized lease obligations, (iv) obligations under interest rate cap, swap, collar or similar transaction or currency hedging transactions (valued at the termination value thereof) and (v) guarantees of any such indebtedness of any other Person.

Contracts; Debt Instruments. (a) Except as disclosed in set forth on Schedule 4.15(a) of the Seller SEC DocumentsDisclosure Letter, neither none of Sellers or the Seller nor Subsidiaries has received a written notice that any Seller Subsidiary is a party to any contract or agreement that purports to limit in any material respect the geographic location in which Seller or any Seller Subsidiary may conduct its business. Neither Seller nor any Seller Subsidiary (i) is in violation of or in default under under, nor does there exist any material condition which upon the passage of time or the giving of notice or both would cause such a violation of or default under, any loan or credit agreement, note, bond, mortgage, indenture, lease, permit, concession, franchise, license or any other material contract, agreement, arrangement or understandingunderstanding (each, a "Material Contract"), to which it is a party or by which it or any of its properties or assets is bound (excluding primarily as a result of any action or inaction of Lessee or Manager and excluding any of the foregoing with Lessee or Manager) (each, a "Material Contract")bound, nor (ii) to the Knowledge of Seller does such a violation or default exist, except to the extent that such violation or default referred to in clauses (i) or (ii)default, individually or in the aggregate, would not have a Seller Material Adverse EffectEffect or prevent the consummation of the transactions contemplated by this Agreement and the other Transaction Documents to which such Seller is a party. Each Material Contract as of the date hereof which has not been filed as an Exhibit exhibit to any of the Seller SEC Documents has been or previously made available to Buyer's representatives at the Data Room, Company (except as noted on Schedule 4.15(a) of the Seller Disclosure Letter) and a list of all Material Contracts that have not been so filed is listed on Seller's Data Room index dated June 15, 1999 or has been provided to Parent or Buyer prior to set forth in Schedule 4.15(a) of the date hereofSeller Disclosure Letter. Except as set forth in the Seller has made available at the Data Room on or prior to June 15, 1999 or has provided to Parent or Buyer SEC Documents filed prior to the date hereof all contracts and other agreements relating or on Schedule 4.15(a) of the Seller Disclosure Letter, there is no contract or agreement that purports to limit in any material respect the contribution geographic location in which McREMI, any of assets to the XxXxxx Partnerships or any of the Seller Partnership in exchange for Seller OP Units (the "Seller Contribution Agreements") and all such agreements are listed on Seller's Data Room index dated June 15, 1999 or have been provided to Parent or Buyer prior to the date hereofSubsidiaries may conduct its business. (b) Section 2.17(bExcept for any of the following expressly identified in the Seller SEC Documents, Schedule 4.15(b) of the Seller Disclosure Letter sets forth a list list, as of the date hereof of this Agreement, of each loan or credit agreement, note, bond, mortgage, indenture indenture, security agreement, financing statement and any other material agreement and instrument and all amendments thereto pursuant to which any Indebtedness (as defined below) of Seller Sellers or any of Seller Subsidiaries, other than Indebtedness payable to Seller or a Seller Subsidiary, Subsidiary is outstanding or may be incurred in an amount in excess of $2,000,000, together with the amount outstanding thereunder as of the date hereofor secured. For purposes of this Section 2.17Agreement, "Indebtedness" shall mean means (i) indebtedness for borrowed money, whether secured or unsecured, (ii) obligations under conditional sale or other title retention agreements relating to propertyproperty purchased by such person, (iii) capitalized lease obligations, (iv) obligations under any interest rate cap, swap, collar or similar transaction or currency hedging transactions (valued at the termination value thereof) and (v) guarantees of any such Indebtedness of any other person.

Contracts; Debt Instruments. (a) Except as disclosed in the Seller SEC Documents, neither Seller nor any Seller Subsidiary is a party to any contract or agreement that purports to limit in any material respect the geographic location in which Seller or any Seller Subsidiary may conduct its business. Neither Seller nor any Seller Subsidiary (i) Neither Weeks nor any Weeks Subsidiary has received written notice that it is in violation of or in default under under, in any material respect (nor does there exist any condition which upon the passage of time or the giving of notice or both would cause such a violation of or default under), any material loan or credit agreement, note, bond, mortgage, indenture, lease, permit, concession, franchisefranchise or license, license or any agreement to acquire real property, or any other material contract, agreement, arrangement or understanding, to which it is a party or by which it or any of its properties or assets is bound (excluding primarily as a result of any action or inaction of Lessee or Manager and excluding any of the foregoing with Lessee or Manager) (each, a "Material Contract"), nor (ii) to the Knowledge of Seller does such a violation or default existbound, except to the extent for violations or defaults that such violation or default referred to in clauses (i) or (ii)would not, individually or in the aggregate, would not have result in a Seller Weeks Material Adverse Effect. Each Material Contract as of the date hereof which has not been filed as an Exhibit to any of the Seller SEC Documents has been or made available to Buyer's representatives at the Data Room, is listed on Seller's Data Room index dated June 15, 1999 or has been provided to Parent or Buyer prior to the date hereof. Seller has made available at the Data Room on or prior to June 15, 1999 or has provided to Parent or Buyer prior to the date hereof all contracts and other agreements relating to the contribution of assets to Seller Partnership in exchange for Seller OP Units (the "Seller Contribution Agreements") and all such agreements are listed on Seller's Data Room index dated June 15, 1999 or have been provided to Parent or Buyer prior to the date hereof. (bii) Section 2.17(b3.1(m)(ii) of the Seller Weeks Disclosure Letter sets forth (A) a detailed list as of the date hereof all indebtedness of each loan or credit agreement, note, bond, mortgage, indenture and any other agreement and instrument pursuant to which any Indebtedness (as defined below) of Seller Weeks or any of Seller the Weeks Subsidiaries, other than Indebtedness indebtedness payable to Seller Weeks or a Seller wholly owned Weeks Subsidiary, in an aggregate principal amount in excess of $5,000,000 per item is outstanding or may be incurred in an amount in excess of $2,000,000, together with and (B) the amount respective principal amounts outstanding thereunder as of the date hereofon December 31, 1998. For purposes of this Section 2.173.1(m)(ii) and Section 3.2(m)(ii), "Indebtednessindebtedness" shall mean mean, with respect to any person, without duplication, (iA) all indebtedness of such person for borrowed money, whether secured or unsecured, (iiB) all obligations of such person under conditional sale or other title retention agreements relating to propertyproperty purchased by such person, (C) all capitalized lease obligations of such person, (D) all obligations of such person under interest rate or currency hedging transactions (valued at the termination value thereof), and (E) all guarantees of such person of any such indebtedness of any other person.

Contracts; Debt Instruments. (a) Except for documents filed or listed as disclosed in exhibits to the Seller SEC DocumentsParent Reports filed since December 31, neither Seller 2001, as of the date hereof, there are no contracts that are material to the business, properties, assets, financial condition or results of operations of Parent and its Subsidiaries taken as a whole ("Parent Material Contracts"). Neither Parent nor any Seller Subsidiary is a party to any contract or agreement that purports to limit in any material respect the geographic location in which Seller or any Seller Subsidiary may conduct of its business. Neither Seller nor any Seller Subsidiary (i) Subsidiaries is in violation of or in default under (nor does there exist any material loan condition which with the passage of time or credit agreement, note, bond, mortgage, indenture, lease, permit, concession, franchise, license the giving of notice or both would cause such a violation of or default under) any other material contract, agreement, arrangement or understanding, Parent Material Contract to which it is a party or by which it or any of its properties or assets is bound (excluding primarily as a result of any action or inaction of Lessee or Manager and excluding any of the foregoing with Lessee or Manager) (each, a "Material Contract"), nor (ii) to the Knowledge of Seller does such a violation or default existbound, except for violations or defaults that would not have or reasonably be expected to the extent that such violation or default referred to in clauses (i) or (ii)have, individually or in the aggregate, would not have a Seller Parent Material Adverse Effect. Each Parent Material Contract is in full force and effect, and is a legal, valid and binding obligation of Parent or one of its Subsidiaries and, to the knowledge of Parent, each of the other parties thereto, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium or other similar laws relating to creditors' rights and general principles of equity and except where the failure of any Parent Material Contract to be a legal, valid and binding obligation and enforceable in accordance with its terms would not have or reasonably be expected to have, individually or in the aggregate, a Parent Adverse Effect. No condition exists or event has occurred which (whether with or without notice or lapse of time or both) would constitute a default by Parent or one of its Subsidiaries or, to the knowledge of Parent, any other party thereto under any Parent Material Contract or result in a right of termination of any Parent Material Contract, except for any condition or event that would not have or reasonably be expected to have, individually or in the aggregate, a Parent Adverse Effect. (b) Set forth in Schedule 4.19(b) of the Parent Disclosure Letter is, as of the date hereof which has not been filed as an Exhibit to any hereof, (i) a list of the Seller SEC Documents has been all loan or made available to Buyer's representatives at the Data Roomcredit agreements, is listed on Seller's Data Room index dated June 15notes, 1999 or has been provided to Parent or Buyer prior to the date hereof. Seller has made available at the Data Room on or prior to June 15bonds, 1999 or has provided to Parent or Buyer prior to the date hereof all contracts mortgages, indentures and other agreements relating to the contribution of assets to Seller Partnership in exchange for Seller OP Units (the "Seller Contribution Agreements") and all such agreements are listed on Seller's Data Room index dated June 15, 1999 or have been provided to Parent or Buyer prior to the date hereof. (b) Section 2.17(b) of the Seller Disclosure Letter sets forth a list as of the date hereof of each loan or credit agreement, note, bond, mortgage, indenture and any other agreement and instrument instruments pursuant to which any Indebtedness (as defined below) indebtedness of Seller Parent or any its Subsidiaries in an aggregate principal amount in excess of Seller Subsidiaries, other than Indebtedness payable to Seller or a Seller Subsidiary, $50,000,000 is outstanding or may be incurred in an amount in excess of $2,000,000incurred, together with and (ii) the amount respective principal amounts outstanding thereunder as of the date hereof. For purposes of this Section 2.17February 21, "Indebtedness" shall mean (i) indebtedness for borrowed money, whether secured or unsecured, (ii) obligations under conditional sale or other title retention agreements relating to property2003.

Contracts; Debt Instruments. (a) Except To the Knowledge of Merry Land, except as disclosed in the Seller Merry Land SEC DocumentsDocuments or in Schedule 2.18 to the Merry Land Disclosure Letter, neither Seller nor any Seller Subsidiary there is a party to any no contract or agreement that purports to limit in any material respect the names or the geographic location in which Seller Merry Land or any Seller Merry Land Subsidiary may conduct its business. Neither Seller Merry Land nor any Seller Merry Land Subsidiary (i) has received a written notice of termination of, or written notice that Merry Land or any Merry Land Subsidiary is in violation of or in default under (nor to the Knowledge of Merry Land does there exist any condition which upon the passage of time or the giving of notice or both would cause such a violation of or default under), any material loan or credit agreement, note, bond, mortgage, indenture, lease, permit, concession, franchise, license or any other material contract, agreement, arrangement or understanding, to which it is a party or by which it or any of its properties or assets is bound (excluding primarily bound, except as a result of any action or inaction of Lessee or Manager and excluding any of set forth in Schedule 2.18 to the foregoing with Lessee or Manager) (each, a "Material Contract")Merry Land Disclosure Letter, nor (ii) to the Knowledge of Seller Merry Land does such a violation or default exist, except to the extent that such violation or default referred to in clauses (i) or (ii)default, individually or in the aggregate, would not have a Seller Merry Land Material Adverse Effect. Each Material Contract as of the date hereof which has not been filed as an Exhibit to any of the Seller SEC Documents has been or made available to Buyer's representatives at the Data Room, is listed on Seller's Data Room index dated June 15, 1999 or has been provided to Parent or Buyer prior to the date hereof. Seller has made available at the Data Room on or prior to June 15, 1999 or has provided to Parent or Buyer prior to the date hereof all contracts and other agreements relating to the contribution of assets to Seller Partnership in exchange for Seller OP Units (the "Seller Contribution Agreements") and all such agreements are listed on Seller's Data Room index dated June 15, 1999 or have been provided to Parent or Buyer prior to the date hereof. (b) Section 2.17(b) Except for the Newco Notes or any of the Seller following expressly identified in Merry Land SEC Documents, Schedule 2.18 to the Merry Land Disclosure Letter sets forth a list as of the date hereof of each loan or credit agreement, note, bond, mortgage, indenture and any other agreement and instrument pursuant to which any Indebtedness (as defined below) of Seller Merry Land or any of Seller SubsidiariesMerry Land Subsidiary, other than Indebtedness payable to Seller Merry Land or a Seller Subsidiary, Merry Land Subsidiary is outstanding or may be incurred in an amount in excess of $2,000,000(collectively, together with the "Debt Documents"), as well as the amount outstanding thereunder under each Debt Document as of the date hereofDecember 31, 2002. For purposes of this Section 2.17Agreement, "Indebtedness" shall mean mean, to the extent any such item exceeds $50,000, (i) indebtedness for borrowed money, whether secured or unsecured, (ii) obligations under conditional sale or other title retention agreements relating to propertyproperty purchased by such Person, (iii) capitalized lease obligations, (iv) obligations under interest rate cap, swap, collar or similar transaction or currency hedging transactions (valued at the termination value thereof) and (v) guarantees of any such indebtedness of any other Person.

Contracts; Debt Instruments. (a) Except as disclosed in the Seller SEC DocumentsNone of Xxxxxxx, neither Seller nor any Seller Xxxxxxx Subsidiary is or Xxxxxxx TRS has received a party to any contract or agreement written notice that purports to limit in any material respect the geographic location in which Seller or any Seller Subsidiary may conduct its business. Neither Seller nor any Seller Subsidiary (i) it is in violation of or in default under (nor to the Knowledge of Xxxxxxx does there exist any condition which upon the passage of time or the giving of notice or both would cause such a violation of or default under) any material loan or credit agreement, note, bond, mortgage, indenture, lease, permit, concession, franchise, license or any other material contract, agreement, arrangement or understanding, to which it is a party or by which it or any of its properties or assets is bound (excluding primarily as a result of any action or inaction of Lessee or Manager and excluding any of the foregoing with Lessee or Manager) (each, a "Material Contract")bound, nor (ii) to the Knowledge of Seller Xxxxxxx does such a violation or default exist, except in each case to the extent that such violation or default referred to in clauses (i) or (ii)default, individually or in the aggregate, would not reasonably be expected to have a Seller Xxxxxxx Material Adverse Effect. Each Material Contract as of the date hereof which has not been filed as an Exhibit to any of the Seller SEC Documents has been or made available to Buyer's representatives at the Data Room, is listed on Seller's Data Room index dated June 15, 1999 or has been provided to Parent or Buyer prior to the date hereof. Seller has made available at the Data Room on or prior to June 15, 1999 or has provided to Parent or Buyer prior to the date hereof all contracts and other agreements relating to the contribution of assets to Seller Partnership in exchange for Seller OP Units (the "Seller Contribution Agreements") and all such agreements are listed on Seller's Data Room index dated June 15, 1999 or have been provided to Parent or Buyer prior to the date hereof. (b) Section 2.17(b) Except for any of the Seller following expressly identified in the Xxxxxxx SEC Documents, Schedule 2.18(b) to the Xxxxxxx Disclosure Letter sets forth a list as of the date hereof of each material loan or credit agreement, note, bond, mortgage, indenture and any other agreement and or instrument pursuant to which any Indebtedness (as defined belowherein) of Seller or any of Seller SubsidiariesXxxxxxx, the Xxxxxxx Subsidiaries and Xxxxxxx TRS, other than Indebtedness payable to Seller Xxxxxxx, a Xxxxxxx Subsidiary or a Seller Subsidiarythe Xxxxxxx TRS, is outstanding or may be incurred in an amount in excess of $2,000,000, together with the amount outstanding thereunder as of the date hereofincurred. For purposes of this Section 2.172.18, "“Indebtedness" ” shall mean (i) indebtedness for borrowed money, whether secured or unsecured, (ii) obligations under conditional sale or other title retention agreements relating to propertyproperty purchased by such Person, (iii) capitalized lease obligations, (iv) obligations under interest rate cap, swap, collar or similar transaction or currency hedging transactions (valued at the termination value thereof) and (v) guarantees of any such indebtedness of any other Person. (c) To the extent not set forth in response to the requirements of Section 2.18(b), Schedule 2.18(c) to the Xxxxxxx Disclosure Letter sets forth each interest rate cap, interest rate collar, interest rate swap, currency hedging transaction, and any other agreement relating to a similar transaction to which Xxxxxxx, any Xxxxxxx Subsidiary or Xxxxxxx TRS is a party or an obligor with respect thereto. (d) Except as set forth in Schedule 2.18(d) of the Xxxxxxx Disclosure Letter, none of Xxxxxxx, any Xxxxxxx Subsidiary or Xxxxxxx TRS is a party to any agreement which would restrict any of them from prepaying any of their Indebtedness without penalty or premium at any time or which requires any of them to maintain any amount of Indebtedness with respect to any of the Xxxxxxx Properties. (e) None of Xxxxxxx, any Xxxxxxx Subsidiary or Xxxxxxx TRS is a party to any agreement relating to the management of any Xxxxxxx Property by any Person other than Xxxxxxx, a Xxxxxxx Subsidiary or Xxxxxxx TRS. (f) None of Xxxxxxx, any Xxxxxxx Subsidiary or Xxxxxxx TRS is a party to any agreement pursuant to which Xxxxxxx, any Xxxxxxx Subsidiary or Xxxxxxx TRS manages or provides services with respect to any real properties other than Xxxxxxx Properties, except for the agreements listed in Schedule 2.18(f) to the Xxxxxxx Disclosure Letter. (g) Xxxxxxx has delivered to Equity Office prior to the date of this Agreement a true and complete capital budget for the year 2001 relating to budgeted capital improvements and development. Schedule 2.18(g) to the Xxxxxxx Disclosure Letter lists all material agreements entered into by Xxxxxxx, each of the Xxxxxxx Subsidiaries and Xxxxxxx TRS relating to the development or construction of, or additions or expansions to, any Xxxxxxx Real Properties (or any properties with respect to which Xxxxxxx has executed as of the date of this Agreement a purchase agreement or other similar agreement) which are currently in effect and under which Xxxxxxx or any of the Xxxxxxx Subsidiaries or Xxxxxxx TRS currently has, or expects to incur, an obligation in excess of $250,000 in the aggregate in the future. True, correct and complete copies of such agreements have previously been delivered or made available to Equity Office. (h) Schedule 2.18(h) to the Xxxxxxx Disclosure Letter lists all agreements entered into by Xxxxxxx, any Xxxxxxx Subsidiary or Xxxxxxx TRS providing for the sale of, or option to sell, any Xxxxxxx Properties or the purchase of, or option to purchase, by Xxxxxxx, any Xxxxxxx Subsidiary or Xxxxxxx TRS, on the one hand, or the other party thereto, on the other hand, any real estate not yet consummated as of the date hereof. (i) Except as set forth in Schedule 2.18(i) to the Xxxxxxx Disclosure Letter, none of Xxxxxxx, any Xxxxxxx Subsidiary or Xxxxxxx TRS has any material continuing contractual liability (A) for indemnification or otherwise under any agreement relating to the sale of real estate previously owned, whether directly or indirectly, by Xxxxxxx, any Xxxxxxx Subsidiary or Xxxxxxx TRS or (B) to pay any additional purchase price for any of the Xxxxxxx Properties. (j) Except as set forth in Schedule 2.18(j) to the Xxxxxxx Disclosure Letter, none of Xxxxxxx, any Xxxxxxx Subsidiary or Xxxxxxx TRS has entered into or is subject, directly or indirectly, to any “Tax Protection Agreements.” As used herein, a Tax Protection Agreement is an agreement, oral or written, (A) that has as one of its purposes to permit a Person to take the position that such Person could defer federal taxable income that otherwise might have been recognized upon a transfer of property to the Xxxxxxx Partnership or any other Xxxxxxx Subsidiary that is treated as a partnership for federal income tax purposes, and that (i) prohibits or restricts in any manner the disposition of any assets of Xxxxxxx, any Xxxxxxx Subsidiary or Xxxxxxx TRS, (ii) requires that Xxxxxxx, any Xxxxxxx Subsidiary or Xxxxxxx TRS maintain, put in place, or replace, indebtedness, whether or not secured by one or more of the Xxxxxxx Properties, or (iii) requires that Xxxxxxx, any Xxxxxxx Subsidiary or Xxxxxxx TRS offer to any Person at any time the opportunity to guarantee or otherwise assume, directly or indirectly (including, without limitation, through a “deficit restoration obligation,” guarantee (including, without limitation, a “bottom” guarantee), indemnification agreement or other similar arrangement), the risk of loss for federal income tax purposes for indebtedness or other liabilities of Xxxxxxx, any Xxxxxxx Subsidiary or Xxxxxxx TRS, (B) that specifies or relates to a method of taking into account book-tax disparities under Section 704(c) of the Code with respect to one or more assets of Xxxxxxx or a Xxxxxxx Subsidiary, or (C) that requires a particular method for allocating one or more liabilities of Xxxxxxx or any Xxxxxxx Subsidiary under Section 752 of the Code. None of Xxxxxxx, any Xxxxxxx Subsidiary or Xxxxxxx TRS is in violation of or in default under any Tax Protection Agreement.

Contracts; Debt Instruments. (a) Except as disclosed in the Seller Company SEC DocumentsDocuments or in Schedule 2.20, neither Seller nor any Seller Subsidiary there is a party to any no contract or agreement that purports to limit in any material respect the names or the geographic location in which Seller the Company or any Seller Company Subsidiary may conduct its business. Neither Seller the Company nor any Seller Company Subsidiary (i) has received a written notice that the Company or any Company Subsidiary is in violation of or in default under (nor to the Knowledge of the Company does there exist any condition which upon the passage of time or the giving of notice or both would cause such a violation of or default under) any material loan or credit agreement, note, bond, mortgage, indenture, lease, permit, concession, franchise, license or any other material contract, agreement, arrangement or understanding, to which it is a party or by which it or any of its properties or assets is bound (excluding primarily bound, except as a result of any action or inaction of Lessee or Manager and excluding any of the foregoing with Lessee or Manager) (each, a "Material Contract")set forth in Schedule 2.20, nor (ii) to the Knowledge of Seller does such a violation or default exist, except to the extent that such violation or default referred to in clauses (i) or (ii)default, individually or in the aggregate, would not have a Seller Company Material Adverse Effect. Each Material Contract as of the date hereof which has not been filed as an Exhibit to any of the Seller SEC Documents has been or made available to Buyer's representatives at the Data Room, is listed on Seller's Data Room index dated June 15, 1999 or has been provided to Parent or Buyer prior to the date hereof. Seller has made available at the Data Room on or prior to June 15, 1999 or has provided to Parent or Buyer prior to the date hereof all contracts and other agreements relating to the contribution of assets to Seller Partnership in exchange for Seller OP Units (the "Seller Contribution Agreements") and all such agreements are listed on Seller's Data Room index dated June 15, 1999 or have been provided to Parent or Buyer prior to the date hereof. (b) Section 2.17(b) Except for any of the Seller Disclosure Letter following expressly identified in Company SEC Documents, Schedule 2.20 sets forth a list as of the date hereof of each loan or credit agreement, note, bond, mortgage, indenture and any other agreement and instrument pursuant to which any Indebtedness (as defined below) of Seller the Company or any of Seller SubsidiariesCompany Subsidiary, other than Indebtedness payable to Seller the Company or a Seller Company Subsidiary, is outstanding or may be incurred in an amount in excess of $2,000,000(collectively, together with the "Debt Documents"), as well as the amount outstanding thereunder under each Debt Document as of the date hereofSeptember 30, 1998. For purposes of this Section 2.172.20, "Indebtedness" shall mean mean, to the extent any such item exceeds $100,000, (i) indebtedness for borrowed money, whether secured or unsecured, (ii) obligations under conditional sale or other title retention agreements relating to propertyproperty purchased by such person, (iii) capitalized lease obligations, (iv) obligations under interest rate cap, swap, collar or similar transaction or currency hedging transactions (valued at the termination value thereof), and (v) guarantees of any such indebtedness of any other person; but Indebtedness shall not include trade payables incurred in the ordinary course of business payable within 60 days. (c) To the extent not set forth in response to the requirements of Section 2.20(b), Schedule 2.20 sets forth each interest rate cap, interest rate collar, interest rate swap, currency hedging transaction, and any other agreement relating to a similar transaction to which the Company or any Company Subsidiary is a party or an obligor with respect thereto. (d) Except as set forth in Schedule 2.20, neither the Company nor any of the Company Subsidiaries is party to any agreement which would restrict any of them from prepaying any of their Indebtedness without penalty or premium at any time or which requires any of them to maintain any amount of Indebtedness with respect to any of the Company Properties. (e) Neither the Company nor any of the Company Subsidiaries is a party to any agreement relating to the management of any of the Company Properties except the agreements described in Schedule 2.20 (the "Third Party Management Agreements"). True and complete copies of the Third Party Management Agreements have previously been made available to Acquiror. (f) Neither the Company nor any of the Company Subsidiaries is a party to any agreement pursuant to which the Company or any Company Subsidiary manages any real properties other than Company Properties, except for the agreements described in Schedule 2.20 (the "Outside Property Management Agreements"). (g) Except for budgeted construction disclosed in the Company Capital Budget or in Schedule 2.24, Schedule 2.20 lists all agreements entered into by the Company or any of the Company Subsidiaries relating to the development or construction of, or additions or expansions to, any Company Properties which are currently in effect and under which the Company or any of the Company Subsidiaries currently has, or expects to incur, an obligation in excess of $100,000. True and correct copies of such agreements have previously been delivered or made available to Acquiror. (h) Schedule 2.20 lists all agreements entered into by the Company or any of the Company Subsidiaries providing for the sale of, or option to sell, any Company Properties or the purchase of, or option to purchase, any real estate which are currently in effect. (i) Except as set forth in Schedule 2.20, neither the Company nor any Company Subsidiary has any continuing contractual liability (i) for indemnification or otherwise under any agreement relating to the sale of real estate previously owned, whether directly or indirectly, by the Company or any Company Subsidiary, except for standard indemnification provisions entered into in the normal course of business, (ii) to pay any additional purchase price for any of the Company Properties, or (iii) to make any reprorations or adjustments to prorations involving an amount in excess of $50,000 (other than real estate taxes) that may previously have been made with respect to any property currently or formerly owned by the Company. (j) Except as set forth in Schedule 2.20, neither the Company nor any Company Subsidiary has entered into or is subject, directly or indirectly, to any "Tax Protection Agreements," true and correct copies of which have been made available to Acquiror. As used herein, a Tax Protection Agreement is an agreement, oral or written, (A) that has as one of its purposes to permit a person or entity to take the position that such person or entity could defer federal taxable income that otherwise might have been recognized upon a transfer of property to the Partnership or any other Company Subsidiary that is treated as a partnership for federal income tax purposes, and (B) that (i) prohibits or restricts in any manner the disposition of any assets of the Company or any Company Subsidiary, (including, without limitation, requiring the Company or any Company Subsidiary to indemnify any person for any tax liabilities resulting from any such disposition), (ii) requires that the Company or any Company Subsidiary maintain, or put in place, or replace, indebtedness, whether or not secured by one or more of the Company Properties, or (iii) requires that the Company or any Company Subsidiary offer to any person or entity at any time the opportunity to guarantee or otherwise assume, directly or indirectly, the risk of loss for federal income tax purposes for indebtedness or other liabilities of the Company or any Company Subsidiary. (k) Except as set forth in Schedule 2.20, there are no material outstanding contractual obligations of the Company or any Company Subsidiary to provide any funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any Company Subsidiary or any other Person. (l) Except as set forth in Schedule 2.20, there are no outstanding contracts that are not terminable upon 30 days notice which require annual payments in excess of $150,000.

Contracts; Debt Instruments. (a) Except Other than as disclosed set forth in Schedule 2.17(a) of the Seller SEC DocumentsParties Disclosure Letter, neither no Seller nor Party or Target Company has received a written notice that any Seller Subsidiary is a party to any contract or agreement that purports to limit in any material respect the geographic location in which Seller or any Seller Subsidiary may conduct its business. Neither Seller nor any Seller Subsidiary (i) Target Company is in violation of or in default under (nor to the Knowledge of Seller Parties does there exist any material loan condition which upon the passage of time or credit agreement, note, bond, mortgage, indenture, lease, permit, concession, franchise, license the giving of notice or both would cause such a violation of or default under) any Contract (other material contract, agreement, arrangement or understandingthan the Service Contracts), to which it is a party or by which it or any of its properties or assets is bound (excluding primarily as a result of any action or inaction of Lessee or Manager and excluding any of the foregoing with Lessee or Manager) (each, a "Material Contract")bound, nor (ii) to the Knowledge of Seller Parties does such a violation or default exist, except except, in each of the foregoing cases, to the extent that such violation or default referred to in clauses (i) or (ii)default, individually or in the aggregate, would not have a Seller Material Adverse Effect. Each Material Contract As used in this Agreement “Contract” shall mean any loan or credit agreement, note, bond, mortgage, indenture, concession, franchise, license (other than licenses to use real property) or any other material contract, agreement, arrangement or understanding other than Space Leases, including, but not limited to, any contract related to the Pre-12/15 Capital Projects and any other capital projects that are not completed as of the date hereof which has not been filed as an Exhibit to any of the Seller SEC Documents has been or made available to Buyer's representatives at the Data Room, is listed on Seller's Data Room index dated June 15, 1999 or has been provided to Parent or Buyer prior to the date hereof. Seller has made available at the Data Room on or prior to June 15, 1999 or has provided to Parent or Buyer prior to the date hereof all contracts and other agreements relating to the contribution of assets to Seller Partnership in exchange for Seller OP Units (the "Seller Contribution Agreements") and all such agreements are listed on Seller's Data Room index dated June 15, 1999 or have been provided to Parent or Buyer prior to the date hereof. (b) Section Schedule 2.17(b) to the Seller Parties Disclosure Letter sets forth a true, correct and complete list of (a) all Indebtedness of the Target Companies and (b) all Indebtedness of any other Person that is secured by any Property, the Interests, or the Target Companies, in each case excluding ordinary course trade payables (collectively, the “Existing Loans”). Schedule 2.17(b) to the Seller Parties Disclosure Letter sets forth a list as of the date hereof of each loan or credit agreement, note, bond, mortgage, indenture and any other agreement and or instrument pursuant to which any Indebtedness (as defined below) of Seller or any of Seller Subsidiaries, other than Indebtedness payable to Seller or a Seller Subsidiary, is outstanding or may be incurred in evidencing an amount in excess of $2,000,000, together with the amount outstanding thereunder as of the date hereofExisting Loan. For purposes of this Section 2.17, "“Indebtedness" ” shall mean (i) indebtedness for borrowed money, whether secured or unsecured, (ii) obligations under conditional sale or other title retention agreements relating to propertyproperty purchased by such person, (iii) capitalized lease obligations, (iv) obligations under interest rate cap, swap, collar or similar transaction or currency hedging transactions (valued at the termination value thereof), (v) any obligations evidenced by notes, bonds, debentures or similar instruments, (vi) all obligations in respect of bankers acceptances or letters of credit, and (vii) guarantees of any such indebtedness of any other Person.

Contracts; Debt Instruments. (a) Except as disclosed in the Seller SEC Documents, neither Seller nor any Seller Subsidiary there is a party to any no contract or agreement that purports to limit in any material respect the geographic location in which Seller or any Seller Subsidiary may conduct its business. Neither Seller nor any Seller Subsidiary (i) is in violation of or in default under any material loan or credit agreement, note, bond, mortgage, indenture, lease, permit, concession, franchise, license or any other material contract, agreement, arrangement or understanding, to which it is a party or by which it or any of its properties or assets is bound (excluding primarily as a result of any action or inaction of Lessee or Manager and excluding any of the foregoing with Lessee or Manager) (each, a "Material Contract"), nor (ii) to the Knowledge of Seller does such a violation or default exist, except to the extent that such violation or default referred to in clauses (i) or (ii), individually or in the aggregate, would not have a Seller Material Adverse Effect. Each Material Contract as of the date hereof which has not been filed as an Exhibit to any of the Seller SEC Documents has been previously delivered to Sullivan & Cromwell or made available to Buyer's representatives avaixxxxx xx Buxxx'x xxpresentatives at the Data Room, is listed on Seller's Data Room index dated June 15, 1999 or has been provided to Parent or Buyer prior to the date hereof. Seller has made available at the Data Room offices of Hale and Dorr LLP on or prior to June 15Xxxruary 00, 1999 1999, and a list of all Material Contracts that have not been so filed is set forth in Section 2.18(a) of the Seller Disclosure Letter. Seller has previously delivered to Sullivan & Cromwell or has provided to Parent made avaixxxxx xx Buxxx'x xxpresentatives at the offices of Hale and Dorr LLP on or Buyer prior to the date hereof Xxxruary 00, 1999, all contracts and other agreements relating to the contribution of assets to Seller Partnership in exchange for Seller OP Units (the "Seller Contribution Agreements"). Except as set forth in Section 2.18(a) and all of the Seller Disclosure Letter, neither Seller nor any of its Subsidiaries is in default in any respect in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any Material Contract to which it is a party where such agreements are listed on Seller's Data Room index dated June 15default, 1999 individually or in the aggregate, would reasonably be expected to have been provided to Parent or Buyer prior to the date hereofa Seller Material Adverse Effect. (b) Section 2.17(b2.18(b) of the Seller Disclosure Letter sets forth a list as of the date hereof of each loan or credit agreement, note, bond, mortgage, indenture and any other agreement and instrument pursuant to which any Indebtedness (as defined below) of Seller or any of Seller Subsidiaries, other than Indebtedness payable to Seller or a Seller Subsidiary, is outstanding or may be incurred in an amount in excess of $2,000,00050,000, together with the amount outstanding thereunder as of the date hereof. For purposes of this Section 2.172.18, "Indebtedness" shall mean (i) indebtedness for borrowed money, whether secured or unsecured, (ii) obligations under conditional sale or other title retention agreements relating to propertyproperty purchased by such Person, (iii) capitalized lease obligations, (iv) obligations under interest rate cap, swap, collar or similar transaction or currency hedging transactions (valued at the termination value thereof) and (v) guarantees of any such indebtedness of any other Person.

Contracts; Debt Instruments. (a) Except as disclosed in Neither the Seller SEC Documents, neither Seller Partnership nor any Seller Partnership Subsidiary is a party to any contract in monetary default or agreement that purports to limit in any material respect the geographic location in which Seller or any Seller Subsidiary may conduct its business. Neither Seller nor any Seller Subsidiary (i) is in violation of or in nonmonetary default under any material loan or loan, credit agreement, note, bond, mortgage, indenture, leaseor other Indebtedness documentation and neither the Partnership nor any Partnership Subsidiary has received written (or, permitto Seller Parties’ Knowledge, concessionoral) notice that the Partnership or any Partnership Subsidiary is in violation of or in default under, franchiseand neither the Partnership nor any Partnership Subsidiary is (with or without notice or lapse of time, license or both) in violation of or in default under (nor to the Seller Parties’ Knowledge does there exist any condition which upon the passage of time or the giving of notice or both would cause such a violation of or default under) and, to the Seller Parties’ Knowledge, no other party is (with or without notice or lapse of time, or both) in violation of or in default under, any other material contract, agreement, arrangement or understandingunderstanding (other than Service Contracts), to which it the Partnership or a Partnership Subsidiary is a party or by which it the Partnership or any Partnership Subsidiary or any of its properties the Partnership Properties or other material assets is bound (excluding primarily as a result of any action or inaction of Lessee or Manager and excluding any bound, except, in each of the foregoing with Lessee or Manager) (eachcases, a "Material Contract"), nor (ii) to the Knowledge of Seller does such a violation or default exist, except to the extent that such violation or default referred to in clauses (i) or (ii)default, individually or in the aggregate, would not reasonably be expected to have a Seller Partnership Material Adverse Effect. Each Material Contract as of the date hereof which has not been filed as an Exhibit to any of the Seller SEC Documents has been or made available to Buyer's representatives at the Data RoomEffect (collectively, is listed on Seller's Data Room index dated June 15, 1999 or has been provided to Parent or Buyer prior to the date hereof. Seller has made available at the Data Room on or prior to June 15, 1999 or has provided to Parent or Buyer prior to the date hereof all contracts and other agreements relating to the contribution of assets to Seller Partnership in exchange for Seller OP Units (the "Seller Contribution Agreements") and all such agreements are listed on Seller's Data Room index dated June 15, 1999 or have been provided to Parent or Buyer prior to the date hereof“Contracts”). (b) Section 2.17(bSchedule 2.15(b) of the Seller Parties Disclosure Letter sets forth a list as of the date hereof of each loan or credit agreement, note, bond, mortgage, indenture and any other agreement and or instrument pursuant to which any Indebtedness (as defined belowhereinafter defined) of Seller the Partnership or any of Seller the Partnership Subsidiaries, other than Indebtedness payable to Seller the Partnership or a Seller SubsidiaryPartnership Subsidiary or ordinary course trade Indebtedness, is outstanding or may be incurred in an amount in excess of $2,000,000, together with the amount outstanding thereunder as of the date hereofincurred. For purposes of this Section 2.172.15, "“Indebtedness" ” shall mean (i) indebtedness for borrowed money, whether secured or unsecured, (ii) obligations under conditional sale or other title retention agreements relating to propertyproperty purchased by such person, (iii) capitalized lease obligations, (iv) obligations under Swaps, and (v) guarantees of any Indebtedness of any other Person, (vi) all obligations evidenced by bonds, debentures, notes or other similar instruments, (vii) all obligations issued or assumed as the deferred purchase price of property or services, and (viii) all monetary obligations of others secured by a Lien on property or assets of the Partnership or Partnership Subsidiary (but not including mechanics’ or suppliers’ liens), whether or not the obligations secured thereby have been assumed. (c) Schedule 2.15(c) of the Seller Parties Disclosure Letter sets forth each interest rate cap, interest rate collar, interest rate swap, currency hedging transaction, and any other similar agreement relating to a similar transaction to which the Partnership or any Partnership Subsidiary is a party or an obligor with respect thereto (collectively, the “Swaps”). (d) Except as set forth in Schedule 2.15(d) of the Seller Parties Disclosure Letter, neither the Partnership nor any Partnership Subsidiary is a party to any material agreement relating to the management of any Partnership Property by any Person. (e) Neither the Partnership nor any of the Partnership Subsidiaries is a party to any agreement pursuant to which the Partnership or any Partnership Subsidiary manages or provides services with respect to any real properties other than Partnership Properties. (f) Schedule 2.15(f) of the Seller Parties Disclosure Letter lists all outstanding material agreements entered into by the Partnership or any of the Partnership Subsidiaries relating to the development or construction of, or additions or expansions to, any Partnership Properties (or any properties with respect to which the Partnership has executed as of the date of this Agreement a purchase agreement or other similar agreement) which are currently in effect and under which the Partnership or any of the Partnership Subsidiaries currently has, or expects to incur, an obligation in excess of $100,000. True, correct and complete copies of such agreements have previously been delivered or made available to Buyer. (g) Intentionally omitted. (h) Except as set forth in Schedule 2.15(h) of the Seller Parties Disclosure Letter, neither the Partnership nor any Partnership Subsidiary has any material continuing contractual liability (A) for indemnification or otherwise under any agreement whereby it sold any real estate or any material asset previously owned, directly or indirectly, by the Partnership or any Partnership Subsidiary, or (B) to pay any additional purchase price for any of the Partnership Properties, or any equity or ownership interest in any entity. (i) Except for the Service Contracts, neither the Partnership nor any of the Partnership Subsidiaries is party to any Contract which (i) requires (or is reasonably likely to result in) a payment by any party in excess of, or a series of payments which in the aggregate exceed, $75,000 in any one year period or provides for the delivery of goods or performance of services, or any combination thereof, having a value in excess of $75,000, or (ii) is not terminable on thirty days’ notice or less without penalty. (j) Except as set forth in Schedule 2.15(j) of the Seller Parties Disclosure Letter, neither the Partnership nor any of the Partnership Subsidiaries is party to any Contract of any kind with any employee, manager, partner, officer, director or affiliate of the Partnership or any Partnership Subsidiary. (k) Except as set forth in Schedule 2.15(k) of the Seller Parties Disclosure Letter, neither the Partnership nor any of the Partnership Subsidiaries is party to any Contract involving any restrictions with respect to the geographical area of operations or scope or type of business of the Partnership or any Partnership Subsidiary. (l) Except as set forth in Schedule 2.15(l) of the Seller Parties Disclosure Letter, neither the Partnership nor any of the Partnership Subsidiaries is party to any power of attorney or agency agreement or arrangement with any Person pursuant to which such Person is granted the authority to act for or on behalf of the Partnership or any Partnership Subsidiary or the Partnership or any Partnership Subsidiary is granted the authority to act for or on behalf of any Person. (m) Schedule 2.15(m) of the Seller Parties Disclosure Letter sets forth all Contracts that limit or purport to limit the ability of the Partnership or the Partnership Subsidiaries to compete in any line of business or with any Person or in any geographic area or during any period of time. (n) Schedule 2.15(n) of the Seller Parties Disclosure Letter sets forth each brokerage agreement related to the Partnership Properties that is not terminable by Seller or a Seller Subsidiary on notice of 30 days or less. (o) Schedule 2.15(o) of the Seller Parties Disclosure Letter sets forth any other Contract that is individually material to the Partnership or Partnership Subsidiaries. (p) Schedule 2.15(p) of the Seller Parties Disclosure Letter sets forth the original principal amount, and the outstanding balance as of June 30, 2013, of the Mortgage Debt. Schedule 2.15(p) of the Seller Parties Disclosure Letter sets out all documents and agreements evidencing and securing the Mortgage Debt (the “Mortgage Debt Documents”). The Mortgage Debt Documents have not been amended, modified or supplemented except as set forth on said Schedule 2.15(p) of the Seller Parties Disclosure Letter. The applicable borrower is current on all payments of principal, interest and other sums, if any, due under the Mortgage Debt Documents. None of the respective lenders with respect to the Mortgaged Debt have given borrower or by any guarantor or indemnitor under the Mortgage Debt Documents any written notice of default under the Mortgage Debt Documents which has not been fully cured. Except to the extent consent may be required in connection with the consummation of this Agreement, no condition or circumstance exists that would constitute a default in any material respect by borrower or by any guarantor or indemnitor under the Mortgage Debt Documents. The Partnership and the applicable Partnership Subsidiaries have complied with all covenants relating to so-called special purpose entities and all other covenants and conditions necessary to preserve the applicable non-recourse provisions of the loans. Except as set forth in Schedule 2.15(p) of the Seller Parties Disclosure Letter, none of the lenders with respect to the Mortgaged Debt are holding tax, insurance or other escrows, or are holding any reserves for capital improvements, tenant improvement, interest or otherwise. (q) Each Contract of the type described in clauses (a) to (p) of this Section 2.15 and set forth in the applicable Schedule of the Seller Parties Disclosure Letter and each Contract of the type described in clauses (a) to (l) of Section 2.9 and set forth in Schedule 2.9 of the Seller Parties Disclosure Letter, is referred to herein as a “Disclosed Contract”. Each Disclosed Contract is valid and binding on the Partnership and any of the Partnership Subsidiaries that is a party thereto, as applicable, and in full force and effect (other than any such Disclosed Contracts that expire or are terminated after the date hereof in accordance with their terms or amended by agreement with the counterparty thereto) and enforceable against the Partnership or such Partnership Subsidiary and, to Seller Parties’ Knowledge, the other parties thereto in accordance with its terms; provided, that if any such Disclosed Contract is so amended in accordance with its terms after the date hereof (provided such amendment is not prohibited by the terms of this Agreement), then to the extent the representation and warranty contained in this sentence is made or deemed made as of any date that is after the date of such amendment, the reference to “Disclosed Contract” in the first clause of this sentence shall be deemed to be a reference to such contract as so amended. (r) Other than the Disclosed Contracts and the Service Contracts there are no contracts that are material to the conduct of the business of the Partnership or any of the Partnership Subsidiaries.

Contracts; Debt Instruments. (a) Except To the Knowledge of Merry Land, except as disclosed in the Seller Merry Land SEC DocumentsDocuments or in Schedule 2.18 to the Merry Land Disclosure Letter, neither Seller nor any Seller Subsidiary there is a party to any no contract or agreement that purports to limit in any material respect the names or the geographic location in which Seller Merry Land or any Seller Merry Land Subsidiary may conduct its business. Neither Seller Merry Land nor any Seller Merry Land Subsidiary (i) has received a written notice of termination of, or written notice that Merry Land or any Merry Land Subsidiary is in violation of or in default under (nor to the Knowledge of Merry Land does there exist any condition which upon the passage of time or the giving of notice or both would cause such a violation of or default under), any material loan or credit agreement, note, bond, mortgage, indenture, lease, permit, concession, franchise, license or any other material contract, agreement, arrangement or understanding, to which it is a party or by which it or any of its properties or assets is bound (excluding primarily bound, except as a result of any action or inaction of Lessee or Manager and excluding any of set forth in Schedule 2.18 to the foregoing with Lessee or Manager) (each, a "Material Contract")Merry Land Disclosure Letter, nor (ii) to the Knowledge of Seller Merry Land does such a violation or default exist, except to the extent that such violation or default referred to in clauses (i) or (ii)default, individually or in the aggregate, would not have a Seller Merry Land Material Adverse Effect. Each Material Contract as of the date hereof which has not been filed as an Exhibit to any of the Seller SEC Documents has been or made available to Buyer's representatives at the Data Room, is listed on Seller's Data Room index dated June 15, 1999 or has been provided to Parent or Buyer prior to the date hereof. Seller has made available at the Data Room on or prior to June 15, 1999 or has provided to Parent or Buyer prior to the date hereof all contracts and other agreements relating to the contribution of assets to Seller Partnership in exchange for Seller OP Units (the "Seller Contribution Agreements") and all such agreements are listed on Seller's Data Room index dated June 15, 1999 or have been provided to Parent or Buyer prior to the date hereof. (b) Section 2.17(b) Except for the Newco Notes or any of the Seller following expressly identified in Merry Land SEC Documents, Schedule 2.18 to the Merry Land Disclosure Letter sets forth a list as of the date hereof of each loan or credit agreement, note, bond, mortgage, indenture and any other agreement and instrument pursuant to which any Indebtedness (as defined below) of Seller Merry Land or any of Seller SubsidiariesMerry Land Subsidiary, other than Indebtedness payable to Seller Merry Land or a Seller Subsidiary, Merry Land Subsidiary is outstanding or may be incurred in an amount in excess of $2,000,000(collectively, together with the "Debt Documents"), as well as the amount outstanding thereunder under each Debt Document as of the date hereofDecember 31, 2002. For purposes of this Section 2.17Agreement, "Indebtedness" shall mean mean, to the extent any such item exceeds $50,000, (i) indebtedness for borrowed money, whether secured or unsecured, (ii) obligations under conditional sale or other title retention agreements relating to propertyproperty purchased by such Person, (iii) capitalized lease obligations, (iv) obligations under interest rate cap, swap, collar or similar transaction or currency hedging transactions (valued at the termination value thereof) and (v) guarantees of any such indebtedness of any other Person. (c) To the extent not set forth in response to the requirements of Section 2.18(b), Schedule 2.18 to the Merry Land Disclosure Letter sets forth each interest rate cap, interest rate collar, interest rate swap, currency hedging transaction, and any other agreement relating to a similar transaction to which Merry Land or any Merry Land Subsidiary is a party or an obligor with respect thereto. (d) Except as set forth in Schedule 2.18 to the Merry Land Disclosure Letter, neither Merry Land nor any of the Merry Land Subsidiaries is party to any agreement which would restrict any of them from prepaying any of their Indebtedness without penalty or premium at any time or which requires any of them to maintain any amount of Indebtedness with respect to any of the Merry Land Properties. (e) Neither Merry Land nor any of the Merry Land Subsidiaries is a party to any agreement relating to the management of any of the Merry Land Properties except the agreements listed in Schedule 2.18 to the Merry Land Disclosure Letter (the "Third Party Management Agreements") and, as of the date hereof, no notice of termination has been received with respect to any of the Third Party Management Agreements. True and complete copies of the Third Party Management Agreements have previously been delivered or made available to Cornerstone. (f) Neither Merry Land nor any of the Merry Land Subsidiaries is a party to any agreement pursuant to which Merry Land or any Merry Land Subsidiary manages any real properties other than Merry Land Properties, except for the agreements listed in Schedule 2.18 to the Merry Land Disclosure Letter (the "Outside Property Management Agreements") and, as of the date hereof, no notice of termination has been received with respect to any of the Outside Property Management Agreements. (g) Except for budgeted construction disclosed in the Merry Land Capital Budget or in Schedule 2.22 of the Merry Land Disclosure Letter, Schedule 2.18 of the Merry Land Disclosure Letter lists all agreements entered into by Merry Land or any of the Merry Land Subsidiaries relating to the development or construction of, or additions or expansions to, any Merry Land Properties which are currently in effect and under which Merry Land or any of the Merry Land Subsidiaries currently has, or expects to incur, an obligation in excess of $250,000. True and correct copies of such agreements have previously been delivered or made available to Cornerstone. (h) Schedule 2.18 to the Merry Land Disclosure Letter lists all agreements entered into by Merry Land or any of the Merry Land Subsidiaries providing for the sale of, or option to sell, any Merry Land Properties or the purchase of, or option to purchase, any real estate which are currently in effect. (i) Except as set forth in Schedule 2.18 to the Merry Land Disclosure Letter, neither Merry Land nor any Merry Land Subsidiary has any continuing contractual liability (i) for indemnification or otherwise under any agreement relating to the sale of real estate previously owned, whether directly or indirectly, by Merry Land or any Merry Land Subsidiary, except for standard indemnification provisions entered into in the normal course of business, (ii) to pay any additional purchase price for any of the Merry Land Properties, or (iii) to make any reprorations or adjustments to prorations involving an amount in excess of $25,000 (other than real estate taxes) that may previously have been made with respect to any property currently or formerly owned by Merry Land. (j) Except as set forth in Schedule 2.18 to the Merry Land Disclosure Letter, neither Merry Land nor any Merry Land Subsidiary has entered into or is subject, directly or indirectly, to any "Tax Protection Agreements." As used herein, a Tax Protection Agreement is an agreement, oral or written, (A) that has as one of its purposes to permit a person or entity to take the position that such person or entity could defer federal taxable income that otherwise might have been recognized upon a transfer of property to any Merry Land Subsidiary that is treated as a partnership for federal income tax purposes, and (B) that (i) prohibits or restricts in any manner the disposition of any assets of Merry Land or any Merry Land Subsidiary, (including, without limitation, requiring Merry Land or any Merry Land Subsidiary to indemnify any person for any tax liabilities resulting from any such disposition), (ii) requires that Merry Land or any Merry Land Subsidiary maintain, or put in place, or replace, indebtedness, whether or not secured by one or more of the Merry Land Properties, or (iii) requires that Merry Land or any Merry Land Subsidiary offer to any person or entity at any time the opportunity to guarantee or otherwise assume, directly or indirectly, the risk of loss for federal income tax purposes for indebtedness or other liabilities of Merry Land or any Merry Land Subsidiary. (k) Except as set forth in Schedule 2.18 to the Merry Land Disclosure Letter, there are no material outstanding contractual obligations of Merry Land or any Merry Land Subsidiary to provide any funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any Merry Land Subsidiary or any other Person. (l) Except as set forth on Schedule 2.18 to the Merry Land Disclosure Letter, the receivables of Merry Land relating to the sale of real property in Brothersville and New Zion (i) to the Knowledge of Merry Land, represent bona fide, legal, valid and binding claims enforceable in accordance with their terms (except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, affecting the enforcement of creditors' rights in general and except as such enforceability may be limited by general principles of equity); (ii) are current as of the date hereof; (iii) to the Knowledge of Merry Land, have been or will be collectible in amounts not less than the amount thereof; and (iv) to the Knowledge of Merry Land, are not subject to any right of rescission, setoff, counterclaim or any other defense (including, without limitation, any defense arising out of any violation of any applicable law) of the obligors thereunder, other than defenses arising out of applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights in general and except as such enforceability may be limited by general principles of equity. (m) Merry Land is not in violation of or in default under (nor to the Knowledge of Merry Land does there exist any condition which upon the passage of time or the giving of notice or both would cause such a violation of or default under) any agreement listed on Schedule 2.18(m) to the Merry Land Disclosure Letter.

Contracts; Debt Instruments. (a) Except as disclosed in set forth on Schedule 4.15(a) of the Seller SEC DocumentsDisclosure Letter, neither none of Sellers or the Seller nor Subsidiaries has received a written notice that any Seller Subsidiary is a party to any contract or agreement that purports to limit in any material respect the geographic location in which Seller or any Seller Subsidiary may conduct its business. Neither Seller nor any Seller Subsidiary (i) is in violation of or in default under under, nor does there exist any material condition which upon the passage of time or the giving of notice or both would cause such a violation of or default under, any loan or credit agreement, note, bond, mortgage, indenture, lease, permit, concession, franchise, license or any other material contract, agreement, arrangement or understandingunderstanding (each, a "Material Contract"), to which it is a party or by which it or any of its properties or assets is bound (excluding primarily as a result of any action or inaction of Lessee or Manager and excluding any of the foregoing with Lessee or Manager) (each, a "Material Contract")bound, nor (ii) to the Knowledge of Seller does such a violation or default exist, except to the extent that such violation or default referred to in clauses (i) or (ii)default, individually or in the aggregate, would not have a Seller Material Adverse EffectEffect or prevent the consummation of the transactions contemplated by this Agreement and the other Transaction Documents to which such Seller is a party. Each Material Contract as of the date hereof which has not been filed as an Exhibit exhibit to any of the Seller SEC Documents has been or previously made available to Buyer's representatives at the Data Room, Company (except as noted on Schedule 4.15(a) of the Seller Disclosure Letter) and a list of all Material Contracts that have not been so filed is listed on Seller's Data Room index dated June 15, 1999 or has been provided to Parent or Buyer prior to set forth in Schedule 4.15(a) of the date hereofSeller Disclosure Letter. Except as set forth in the Seller has made available at the Data Room on or prior to June 15, 1999 or has provided to Parent or Buyer SEC Documents filed prior to the date hereof all contracts and other agreements relating or on Schedule 4.15(a) of the Seller Disclosure Letter, there is no contract or agreement that purports to limit in any material respect the contribution geographic location in which McREMI, any of assets to Seller Partnership in exchange for Seller OP Units (the "Seller Contribution Agreements") and all such agreements are listed on Seller's Data Room index dated June 15, 1999 McNeil Partnerships or have been provided to Parent or Buyer prior to the date hereofany of txx Xxxler Subsidiaries may conduct its business. (b) Section 2.17(bExcept for any of the following expressly identified in the Seller SEC Documents, Schedule 4.15(b) of the Seller Disclosure Letter sets forth a list list, as of the date hereof of this Agreement, of each loan or credit agreement, note, bond, mortgage, indenture indenture, security agreement, financing statement and any other material agreement and instrument and all amendments thereto pursuant to which any Indebtedness (as defined below) of Seller Sellers or any of Seller Subsidiaries, other than Indebtedness payable to Seller or a Seller Subsidiary, Subsidiary is outstanding or may be incurred in an amount in excess of $2,000,000, together with the amount outstanding thereunder as of the date hereofor secured. For purposes of this Section 2.17Agreement, "Indebtedness" shall mean means (i) indebtedness for borrowed money, whether secured or unsecured, (ii) obligations under conditional sale or other title retention agreements relating to propertyproperty purchased by such person, (iii) capitalized lease obligations, (iv) obligations under any interest rate cap, swap, collar or similar transaction or currency hedging transactions (valued at the termination value thereof) and (v) guarantees of any such Indebtedness of any other person.

Contracts; Debt Instruments. (a) Except as disclosed for documents listed in Schedule 3.19(a)(i) of the Seller SEC DocumentsDisclosure Letter (“Seller Material Contracts”), there are no contracts or leases that are (i) material to the properties, assets and liabilities (taken together), financial condition, results of operations, prospects or the Business of the Seller Companies on a consolidated basis or (ii) intercompany contracts between any of the Seller Companies and Seller or any of its other Subsidiaries. Except as set forth on Schedule 3.19(a)(ii) of the Seller Disclosure Letter, neither Seller nor any of the Seller Subsidiary is a party to any contract or agreement that purports to limit in any material respect the geographic location in which Seller or any Seller Subsidiary may conduct its business. Neither Seller nor any Seller Subsidiary (i) Companies is in material violation of or in material default under (nor does there exist any condition which with the passage of time or the giving of notice or both would cause such a material loan violation of or credit agreement, note, bond, mortgage, indenture, lease, permit, concession, franchise, license or material default under) any other material contract, agreement, arrangement or understanding, Seller Material Contract to which it is a party or by which it or any of its properties or assets is bound (excluding primarily as bound. Each Seller Material Contract is in full force and effect, and is a result legal, valid and binding obligation of any action Seller or inaction of Lessee or Manager and excluding any one of the foregoing with Lessee or Manager) (eachSeller Companies and, a "Material Contract"), nor (ii) to the Knowledge of Seller does such a violation or default existSeller, each of the other parties thereto, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium or other similar laws relating to the extent that such violation creditors’ rights and general principles of equity. No condition exists or event has occurred which (whether with or without notice or lapse of time or both) would constitute a default referred to in clauses (i) by Seller or (ii), individually or in the aggregate, would not have a Seller Material Adverse Effect. Each Material Contract as of the date hereof which has not been filed as an Exhibit to any one of the Seller SEC Documents has been or made available to Buyer's representatives at the Data RoomCompanies or, is listed on Seller's Data Room index dated June 15, 1999 or has been provided to Parent or Buyer prior to the date hereof. Knowledge of Seller, any other party thereto under any Seller has made available at the Data Room on Material Contract or prior to June 15, 1999 or has provided to Parent or Buyer prior to the date hereof all contracts and other agreements relating to the contribution result in a right of assets to termination of any Seller Partnership in exchange for Seller OP Units (the "Seller Contribution Agreements") and all such agreements are listed on Seller's Data Room index dated June 15, 1999 or have been provided to Parent or Buyer prior to the date hereofMaterial Contract. (b) Section 2.17(bExcept as set forth on Schedule 3.19(b) of the Seller Disclosure Letter, which shall be eliminated prior to Closing, none of the Seller Companies has any debt, including intercompany debt between any of the Seller Companies and Seller or any of its other Subsidiaries, and none of the Seller Companies is a party to, or otherwise obligated under any loan or credit agreements, notes, bonds, mortgages, indentures and other agreements and instruments pursuant to which any indebtedness may be incurred. (c) Except as set forth on Schedule 3.19(c) of the Seller Disclosure Letter, neither Seller nor any of the Seller Companies has entered into any contract, and there is no commitment, judgment, injunction, order or decree to which Seller or any of the Seller Companies is a party or subject to, that has or would reasonably be expected to have the effect of prohibiting or impairing the conduct of the Business in any material respect by any of the Seller Companies or any material contract that may be terminable as a result of Purchaser’s status as a competitor of any party to such contract. Any payments required to eliminate the items set forth on Schedule 3.19(c) of the Seller Disclosure Letter sets forth a list as of the date hereof of each loan or credit agreement, note, bond, mortgage, indenture and any other agreement and instrument pursuant shall be made prior to which any Indebtedness (as defined below) of Seller or any of Seller Subsidiaries, other than Indebtedness payable to Seller or a Seller Subsidiary, is outstanding or may be incurred in an amount in excess of $2,000,000, together with the amount outstanding thereunder as of the date hereof. For purposes of this Section 2.17, "Indebtedness" shall mean (i) indebtedness for borrowed money, whether secured or unsecured, (ii) obligations under conditional sale or other title retention agreements relating to propertyClosing.