Common use of Covenants of the Contributors Clause in Contracts

Covenants of the Contributors. (a) From the date hereof through the Closing, and except in connection with the Formation Transactions, no Contributor shall, without the prior written consent of the Operating Partnership: (i) Sell, transfer (or agree to sell or transfer) or otherwise dispose of, or cause the sale, transfer or disposition of (or agree to do any of the foregoing) all or any portion of its interest in the Partnership Interests or all or any portion of its interest in the Properties; or (ii) Except as otherwise disclosed in the Disclosure Schedule, mortgage, pledge or encumber all or any portion of its Partnership Interests or any of the Properties. (b) From the date hereof through the Closing, and except in connection with the Formation Transactions, each Contributor shall, to the extent within its control, conduct each Partnership’s business in the ordinary course of business consistent with past practice, and shall, to the extent within its control and consistent with its obligations under each such Partnership’s operating agreements, not permit any Partnership, without the prior written consent of the Operating Partnership, to: (i) Enter into any material transaction not in the ordinary course of business with respect to the Properties; (ii) Except as otherwise disclosed in the Disclosure Schedule, mortgage, pledge or encumber (other than by Permitted Encumbrances) any assets of such Partnership, except (A) liens for taxes not delinquent, (B) purchase money security interests in the ordinary course of such Partnership’s business, and (C) mechanics’ liens being disputed by such Partnership in good faith and by appropriate proceeding in the ordinary course of such Partnership’s business; (iii) Cause or permit any Partnership to change the existing use of any Property; (iv) Cause or take any action that would render any of the representations or warranties regarding the Properties as set forth on Exhibit C untrue in any material respect; (v) File an entity classification election pursuant to Treasury Regulations Section 301.7701-3(c) on Internal Revenue Service Form 8832 (Entity Classification Election) to treat any Partnership as an association taxable as a corporation for federal income tax purposes; or (vi) Make any distribution to its partners or members related to the Partnerships or the Properties.

Covenants of the Contributors. (a) From the date hereof through the ClosingClosing Date, and except in connection with the Formation Transactions, no Contributor shall, without the prior written consent of the Operating Partnership: (i) Sell, transfer (or agree to sell or transfer) or otherwise dispose of, or cause the sale, transfer or disposition of (or agree to do any of the foregoing) all or any portion of its interest in the Partnership Interests or all or any portion of its interest in the Properties; or (ii) Except as otherwise disclosed in provided for or as contemplated by this Agreement, the Disclosure Scheduleformation Transactions or the other agreements, mortgagedocuments and instruments contemplated hereby, pledge or encumber all or any portion the Contributors shall use commercially reasonable efforts to (and shall use commercially reasonable efforts to cause each of Contributed Entity and Subsidiary Entities to conduct its Partnership Interests or any of business and operate and maintain the Properties. (b) From the date hereof through the Closing, and except in connection with the Formation Transactions, each Contributor shall, to the extent within its control, conduct each Partnership’s business Properties in the ordinary course of business consistent with past practice, pay debt obligations as they become due and shallpayable (except as may be being contested in good faith and in a commercially prudent manner), and use commercially reasonable efforts to the extent within its control preserve intact current business organizations and preserve relationships with lenders and others having business dealings with it, in each case consistent with its obligations under each such Partnership’s operating past practice. From the date hereof through the Closing Date, except as otherwise provided for or as contemplated by this Agreement, the Formation Transactions or other agreements, not permit documents and instruments contemplated hereby or thereby, the Contributors shall not: (a) sell, transfer or otherwise dispose of all or any Partnership, without the prior written consent portion of the Operating Partnership, to:Contributed Interests; (i) Enter into issue or authorize the issuance of any material transaction not securities in respect of, in lieu of or in substitution for the Contributed Interests or make any other changes to the equity capital structure of the Contributed Entities or the Subsidiary Entities, or (ii) purchase, redeem or otherwise acquire the Contributed Interests; (c) issue, deliver, sell, transfer, dispose, mortgage, pledge, assign or otherwise encumber, or cause the issuance, delivery, sale, transfer, disposition, mortgage, pledge, assignment or other encumbrance of, any limited liability company or partnership interests or other equity interests of the Contributed Entities or the Subsidiary Entities, the Properties or other assets of the Contributed Entities or the Subsidiary Entities; (d) amend, modify or terminate any lease, contract or other instruments relating to a Property, except on an arms-length basis, on market terms, and in the ordinary course of business consistent with past practice; (e) take or omit to take any action to cause any Lien to attach to the Contributed Interests, the equity interest in any Subsidiary Entity, or any Property, except for the Existing Loans; (f) mortgage, pledge, hypothecate, encumber (or permit to become encumbered) all or any portion of the Contributed Interests, the equity interests in any Subsidiary Entities or any Property, except for the Existing Loans; (g) amend the operating or partnership agreement of any Contributed Entity or any Subsidiary Entity, except in connection with the Formation Transactions; (h) materially alter the manner of keeping the books, accounts or records or the accounting practices therein reflected, of any Contributed Entity or Subsidiary Entity, except in connection with the Formation Transactions; (i) adopt a plan of liquidation, dissolution, merger, consolidation, restructuring, recapitalization or reorganization with respect to any Contributor, Contributed Entity or any Subsidiary Entity, except in connection with the PropertiesFormation Transactions; (iij) Except as otherwise disclosed in the Disclosure Schedule, mortgage, pledge violate or encumber (other than by Permitted Encumbrances) any assets of such Partnership, except (A) liens for taxes not delinquent, (B) purchase money security interests in the ordinary course of such Partnership’s business, and (C) mechanics’ liens being disputed by such Partnership in good faith and by appropriate proceeding in the ordinary course of such Partnership’s business; (iii) Cause knowingly cause or permit any Partnership Contributed Entity or Subsidiary Entity to change the existing use of any Property; (iv) Cause or take any action that would render any of the representations or warranties regarding the Properties as set forth on Exhibit C untrue violate in any material respect; (v) File an entity classification election pursuant , or fail to Treasury Regulations Section 301.7701-3(c) on Internal Revenue Service Form 8832 (Entity Classification Election) use commercially reasonable efforts to treat cure any Partnership as an association taxable as a corporation for federal income tax purposesmaterial violation of any Existing Loan Documents, the organizational documents of the Contributed Entities or Subsidiary Entities, or applicable Laws; or (vik) Make authorize, commit or agree to take any distribution to its partners or members related to of the Partnerships or the Propertiesforegoing actions.

Covenants of the Contributors. (a) From the date hereof through the Closing, and except in connection with the Formation Transactions, no Contributor shall, without the prior written consent of the Operating Partnership: (i) Sell, transfer (or agree to sell or transfer) ), assign or otherwise dispose of, or cause the sale, transfer transfer, assignment or disposition of (or agree to do any of the foregoing) all or any portion of its interest in the Partnership Interests Contributed Assets or Assumed Agreements or all or any portion of its interest in the PropertiesProperties or the Property Interests; or (ii) Except as otherwise disclosed in the Disclosure Schedule, mortgage, pledge or encumber all or any portion of its Partnership Property Interests or any of the PropertiesContributed Assets. (b) From the date hereof through the Closing, and except in connection with the Formation Transactions, each Contributor shallContributor, shall conduct its business with respect to the extent within its control, conduct each Partnership’s business Properties and the Colocation Business in the ordinary course of business consistent with past practicepractices, and shall, shall to the extent within its control and consistent with its obligations under each such Partnership’s operating agreementscontrol, not permit any Partnershipnot, without the prior written consent of the Operating Partnership, to: (i) Enter into any material transaction not in the ordinary course of business with respect to any Property or the PropertiesColocation Business; (ii) Except as otherwise disclosed in the Disclosure Schedule, mortgage, pledge or encumber (other than by Permitted EncumbrancesLiens) the Property Interests or any assets of such Partnershiprelated to the Properties or the Contributed Assets, except (A) liens for taxes not delinquent, (B) purchase money security interests in the ordinary course of such Partnership’s business, and (C) mechanics’ liens delinquent or being disputed by such Partnership the Contributors in good faith and by appropriate proceeding in the ordinary course of the Contributors’ business, and (B) mechanics’ liens being disputed by such PartnershipContributor in good faith and by appropriate proceeding in the ordinary course of the Contributor’s business; (iii) Cause or permit any Partnership a change to change the existing use of any PropertyProperty other than as a result of entering into new Leases in compliance with this Agreement; (iv) Cause or take any action that would render any of the representations or warranties regarding the Properties or the Colocation Business as set forth on Exhibit C untrue in any material respect;respect (other than as a result of entering into new Leases in compliance with this Agreement); or (v) File an entity classification election pursuant Amend, modify or terminate any material agreements or other instruments, including without limitation the Leases, or enter into any new leases related to Treasury Regulations Section 301.7701-3(c) on Internal Revenue Service Form 8832 (Entity Classification Election) any Property, except with respect to treat any Partnership as an association taxable as a corporation for federal income tax purposes; or (vi) Make any distribution to its partners or members licenses related to the Partnerships Colocation Business in the ordinary course of business. The Operating Partnership shall approve or disapprove in writing any such action by a Contributor within five (5) business days after receiving a written request (providing all information reasonably relevant to the Operating Partnership’s consideration) for such approval from any Contributor, which approval will not be unreasonably withheld, delayed or conditioned. If the Operating Partnership fails to provide its written approval or disapproval within such five (5) business day period, the Operating Partnership will be irrevocably deemed to have approved such action. (c) From the date hereof, each Contributor agrees to provide the Operating Partnership with such tax information relating to the Colocation Business and the Properties as reasonably requested by the Operating Partnership and to cooperate with the Operating Partnership with respect to its filing of tax returns (d) From the date hereof, Contributors shall promptly provide notice to the Operating Partnership upon any discovery that may lead to Contributors’ representations and warranties contained in Exhibit C being incomplete, inaccurate or in any manner not completely true and correct as of the Closing Date, including without limitation, any matter which if uncured prior to the Closing Date would have such effect, even if the Contributors intends to cure, correct or remedy such matter prior to the Closing and is implementing such cure, correction or remedy. If the disclosed item(s) represents a breach by any Contributor of Section 2.1 and the Operating Partnership determines in good faith that the disclosed item(s) contained in any such notice represents an impairment in the value of any Property in excess of the Maximum Per Property Total Consideration Adjustment, then the Operating Partnership may elect, in its sole discretion, to terminate this Agreement with respect to the Property related to such breach (with an adjustment to the Contributors’ Total Consideration as indicated on Exhibit D) or, at the Operating Partnership’s election, to terminate this Agreement in its entirety. In the alternative, in the event that such impairment in value is below the Maximum Per Property Total Consideration Adjustment or the Properties.Operating Partnership otherwise elects to proceed with the acquisition of such Property, then the Operating Partnership may deduct from Contributors’ Total Consideration an amount representing the reduction in value to any Property that the Operating Partnership reasonably determines has resulted or is likely to result from such disclosed item(s) (but, with respect to each Property considered separately, in no event in excess of an amount which, when aggregated with any other adjustments with respect to such Property pursuant to Section 1.11 and/or this Section 4.1(d), would exceed the Maximum Per Property Total Consideration Adjustment). Following the Closing, the Contributors shall have no further monetary obligations with respect to the effect of such disclosed item(s) on the Contributors’ representations and warranties contained in Exhibit C.

Covenants of the Contributors. (a) From the date hereof through the Closing, and except in connection with the Formation Transactions, no Contributor shall, without the prior written consent of the Operating Partnership: (i) Sell, transfer (or agree to sell or transfer) or otherwise dispose of, or cause the sale, transfer or disposition of (or agree to do any of the foregoing) all or any portion of its interest in the Partnership Interests or Contributed Assets or all or any portion of its interest in the PropertiesProperties or the Property Interests; or (ii) Except as otherwise disclosed in the Disclosure Schedule, mortgage, pledge or encumber all or any portion of its Partnership Interests or any of the PropertiesContributed Assets. (b) From the date hereof through the Closing, and except in connection with the Formation Transactions, each Contributor shall, to the extent within its control, conduct each Partnership’s the Partnerships’ business in the ordinary course of business consistent with past practice, and shall, to the extent within its control and consistent with its obligations under each such Partnership’s the Partnerships’ operating agreements, not permit any Partnership, without the prior written consent of the Operating Partnership, to: (i) Enter into (x) any material transaction not in the ordinary course of business with respect to the PropertiesProperty nor (y) subject to Section 4.3 below, any New Lease Document or other occupancy agreement other than as permitted under the Hxxxxx Contribution Agreement or the TMG Contribution Agreement, as applicable; (ii) Except as otherwise disclosed in the Disclosure Schedule, mortgage, pledge or encumber (other than by Permitted Encumbrances) any assets of such Partnership, except (A) liens for taxes not delinquent, (B) purchase money security interests in the ordinary course of such Partnership’s business, and (C) mechanics’ liens being disputed by such Partnership in good faith and by appropriate proceeding in the ordinary course of such Partnership’s business; (iii) Cause or permit any Partnership to change the existing use of any Property; (iv) Cause or take any action that would render any of the representations or warranties regarding the Properties as set forth on Exhibit C untrue in any material respect; (v) File an entity classification election pursuant to Treasury Regulations Section 301.7701-3(c) on Internal Revenue Service Form 8832 (Entity Classification Election) to treat any Partnership as an association taxable as a corporation for federal income tax purposes; make or change any other tax elections; settle or compromise any claim, notice, audit report or assessment in respect of taxes; change any annual tax accounting period; adopt or change any method of tax accounting; file any amended tax return; enter into any tax allocation agreement, tax sharing agreement, tax indemnity agreement or closing agreement relating to any tax; surrender of any right to claim a tax refund; or consent to any extension or waiver of the statute of limitations period applicable to any tax claim or assessment; or (vi) Make any distribution to its partners or members related to the Partnerships or the Properties, except for cash distributions in the ordinary course of business consistent with past practices or as permitted by this Agreement; provided, however, that such Contributor shall give twenty (20) days advance notice to the Operating Partnership thereof, and any such distribution shall require the Operating Partnership’s consent (which shall not be unreasonably withheld); and provided further, that such notice and consent shall not be required in connection with the distribution of any Excluded Assets at Closing as contemplated by Section 1.3. (c) From the date hereof through the Closing, Soma Square shall not (and shall not cause or permit the Partnership that owns the Soma Square Property to), without the prior written consent of the Operating Partnership, (i) increase the outstanding principal balance of the Soma Square Loan other than in connection with future disbursements that are permitted under the Existing Loan Documents for the Soma Square Loan, or (ii) retain, use or disburse any funds from any future disbursement of proceeds thereof other than for the purposes for which such proceeds are permitted to be used pursuant to such Existing Loan Documents. Additionally, from the date hereof through the Closing, Soma Square shall deliver to the Operating Partnership, concurrently with such delivery to the Lender under the Soma Square Loan, a copy of any correspondence or documentation delivered by Soma Square under the Existing Loan Documents for the Soma Square Loan in connection with a request for a disbursement of any future proceeds thereunder, and shall deliver or cause to be delivered to the Operating Partnership, promptly upon receipt, any correspondence or other documentation received by the Soma Square from the Lender under the Soma Square Loan with respect to such requests for advances thereunder.

Covenants of the Contributors. (a) From the date hereof through the Closing, and except in connection with the Formation Transactions, no neither Contributor shall, without the prior written consent of the Operating Partnership: (i) Sell, transfer (or agree to sell or transfer) or otherwise dispose of, or cause the sale, transfer or disposition of (or agree to do any of the foregoing) all or any portion of its interest in the Partnership Interests or Contributed Assets or all or any portion of its interest in the PropertiesProperties or the related Property Interests; or (ii) Except as otherwise disclosed in the Disclosure Schedule, mortgage, pledge or encumber all or any portion of its Partnership Interests or any of the PropertiesContributed Assets. (b) From the date hereof through the Closing, and except in connection with the Formation Transactions, each Contributor shall, to the extent within its control, conduct each Partnership’s business in the ordinary course of business consistent with past practice, and shall, to the extent within its control and consistent with its obligations under each such Partnership’s operating agreements, not permit any Partnership, without the prior written consent of the Operating Partnership, to: (i) Enter into (x) any material transaction not in the ordinary course of business with respect to the PropertiesProperties nor (y) subject to Section 4.3 below, any New Lease Document or other occupancy agreement; provided, that the Operating Partnership’s consent to any New Lease Document or other occupancy agreement will not be unreasonably conditioned or withheld, and the Operating Partnership will respond to any request for consent to such New Lease Document or other occupancy agreement within two (2) business days follow its receipt of written notice of the proposed material terms thereof (with silence being deemed to be the Operating Partnership’s consent); (ii) Except as otherwise disclosed in the Disclosure Schedule, mortgage, pledge or encumber (other than by Permitted Encumbrances) any assets of such Partnership, except (A) liens for taxes not delinquent, (B) purchase money security interests in the ordinary course of such Partnership’s business, and (C) mechanics’ liens being disputed by such Partnership in good faith and by appropriate proceeding in the ordinary course of such Partnership’s business; (iii) Cause or permit any Partnership to change the existing use of any Property; (iv) Cause or take any action that would render any of the representations or warranties regarding the Properties as set forth on Exhibit C untrue in any material respect; (v) File an entity classification election pursuant to Treasury Regulations Section 301.7701-3(c) on Internal Revenue Service Form 8832 (Entity Classification Election) to treat any Partnership as an association taxable as a corporation for federal income tax purposes; make or change any other tax elections; settle or compromise any claim, notice, audit report or assessment in respect of taxes; change any annual tax accounting period; adopt or change any method of tax accounting; file any amended tax return; enter into any tax allocation agreement, tax sharing agreement, tax indemnity agreement or closing agreement relating to any tax; surrender of any right to claim a tax refund; or consent to any extension or waiver of the statute of limitations period applicable to any tax claim or assessment; or (vi) Make any distribution to its partners or members related to the Partnerships or the Properties, except for cash distributions in the ordinary course of business consistent with past practices or as permitted by this Agreement; provided, however, that such Contributor shall give twenty (20) days advance notice to the Operating Partnership thereof, and any such distribution shall require the Operating Partnership’s consent (which shall not be unreasonably withheld); and provided further, that such notice and consent shall not be required in connection with the distribution of any Excluded Assets at Closing as contemplated by Section 1.3.

Covenants of the Contributors. (a) From the date hereof Effective Date through the Closingearlier of (i) the termination of this Agreement in accordance with Section 9.1, and (ii) the Closing Date, except for any actions taken or transactions entered into in connection with one of the Contributors, i.e., the DLF Immobilienportfolio - KC-Beteiligungs GmbH & Co KG’s conversion to a German corporation and except in connection with the Formation Transactions, no Contributor shall, without the prior written consent of the Operating Partnership:or cause or agree to cause any Entity to (as applicable): (i) Sellfail to preserve and maintain its existence, rights, franchises, licenses and privileges in the jurisdiction of its formation or fail to qualify or remain qualified to do business in each jurisdiction where it is required to so qualify; (ii) mortgage, pledge or encumber all or any portion of its Company Interests; (iii) engage in transactions or conduct outside each Entity’s ordinary course of business consistent with past practice or inconsistent with its obligations under each such Entity’s operating agreements; (iv) sell, transfer (or agree to sell or transfer) or otherwise dispose of, or cause the sale, transfer or disposition of (or agree to do any of the foregoing) all or any portion of its interest in the Partnership Company Interests or all or any portion of its interest in the Properties; or; (iiv) Except as otherwise disclosed in the Disclosure Schedule, mortgage, pledge or encumber all or any portion of its Partnership Interests or any of the Properties. (b) From the date hereof through the Closing, and except in connection with the Formation Transactions, each Contributor shall, to the extent within its control, conduct each Partnership’s business in the ordinary course of business consistent with past practice, and shall, to the extent within its control and consistent with its obligations under each such Partnership’s operating agreements, not permit any Partnership, without the prior written consent of the Operating Partnership, to: (i) Enter enter into any material transaction not in the ordinary course of business with respect to the Properties; (iivi) Except as otherwise disclosed in the Disclosure Schedule, mortgage, pledge or encumber (other than by Permitted EncumbrancesLien) any assets of such PartnershipEntity, except (A) liens for taxes Taxes not delinquent, (B) purchase money security interests in the ordinary course of such PartnershipEntity’s business, and (C) mechanics’ liens being disputed by such Partnership Entity in good faith and by appropriate proceeding in the ordinary course of such PartnershipEntity’s business; (iiivii) Cause or permit any Partnership to change the existing use of any Property; (ivviii) Cause or take any action that is inconsistent with such Contributor’s obligations under each Participating Company’s Organizational Documents; (ix) take any action that would render any of the representations or warranties regarding the Properties as set forth on Exhibit C untrue in Article 2 of this Agreement untrue, incomplete or misleading in any material respect;; or (vx) File file an entity classification election pursuant to Treasury Regulations Section 301.7701-3(c) on Internal Revenue Service Form 8832 (Entity Classification Election) to treat any Partnership Entity as an association taxable as a corporation for federal income tax Tax purposes; ormake or change any other Tax elections; commence, settle, compromise, or take any other material action with respect to any audit, investigation, dispute, deficiency, assessment, claim, litigation, or other action in respect of Taxes (including, for the sake of clarity, any liability for any amount as a result of a failure to comply with applicable Tax law); request a ruling or determination from any taxing authority; change any Tax accounting period; adopt or change any method of Tax accounting; file any amended Tax Return; enter into any Tax allocation agreement, Tax sharing agreement, Tax indemnity agreement or similar agreement, or any closing or similar agreement relating to any Tax; surrender any right to claim a Tax refund; consent to any extension or waiver of the statute of limitations period applicable to any Tax claim or assessment; or take any action which has the effect of any of the foregoing. (vib) Make any distribution Notwithstanding the foregoing, the Contributors shall not be deemed to its partners or members related have breached Section 4.1(a) to the Partnerships extent that any action set forth in Section 4.1(a) is approved by ACP Millennium Holdings LLC, ACP Cornerstone Holdings LLC, ACP Orlando LLC, ACP Westshore Manager LLC or ACP Peachtree Center Holdings LLC, or their respective representatives on the Propertiesexecutive committee of the applicable Entity.

Covenants of the Contributors. (a) From the date hereof through the Closing, and except in connection with the Formation Transactions, no Contributor shall, without the prior written consent of the Operating Partnership: (i) Sell, transfer (or agree to sell or transfer) or otherwise dispose of, or cause the sale, transfer or disposition of (or agree to do any of the foregoing) all or any portion of its interest in the Partnership Interests or all or any portion of its interest in the Properties; or (ii) Except as otherwise disclosed in the Disclosure Schedule, mortgage, pledge or encumber all or any portion of its Partnership Interests or any of the Properties. (b) From the date hereof through the Closing, and except in connection with the Formation Transactions, each Contributor shall, to the extent within its control, conduct each Partnership’s business in the ordinary course of business consistent with past practice, and shall, to the extent within its control and consistent with its obligations under each such Partnership’s operating agreements, not permit any Partnership, without the prior written consent of the Operating Partnership, to: (i) Enter into any material transaction not in the ordinary course of business with respect to the Properties; (ii) Except as otherwise disclosed in the Disclosure Schedule, mortgage, pledge or encumber (other than by Permitted Encumbrances) any assets of such Partnership, except (A) liens for taxes not delinquent, (B) purchase money security interests in the ordinary course of such Partnership’s business, and (C) mechanics’ liens being disputed by such Partnership in good faith and by appropriate proceeding in the ordinary course of such Partnership’s business; (iii) Cause or permit any Partnership to change the existing use of any Property; (iv) Cause or take any action that would render any of the representations or warranties regarding the Properties as set forth on Exhibit C untrue in any material respect; (v) File an entity classification election pursuant to Treasury Regulations Section 301.7701-3(c) on Internal Revenue Service Form 8832 (Entity Classification Election) to treat any Partnership as an association taxable as a corporation for federal income tax purposes; or (vi) Make any distribution to its partners or members related to the Partnerships or the PropertiesProperties except for any distribution of any Excluded Assets at or prior to the Closing as contemplated by this Agreement.