Common use of Effective Times Clause in Contracts

Effective Times. (a) At the Closing, MergerSub and the Company shall duly execute and file articles of merger in a form that complies with the MGCL (the “Articles of Merger”) with the State Department of Assessments and Taxation of Maryland (the “SDAT”) in accordance with the MGCL. The Merger shall become effective upon such time as the Articles of Merger have been accepted for record by the SDAT, or such later time which the parties hereto shall have agreed upon and designated in such filing in accordance with the MGCL as the effective time of the Merger but not to exceed thirty (30) days after the Articles of Merger are accepted for record by the SDAT (the “Effective Time”). (b) At the DownREIT Merger Closing, the DownREIT Partnership shall file a certificate of merger in a form that complies with the DRULPA (the “DownREIT Merger Certificate”) with the Secretary of State of the State of Delaware (the “DSOS”), executed in accordance with the applicable provisions of the DRULPA and the DLLCA and shall make all other filings or recordings required under the DRULPA and the DLLCA to effect the DownREIT Merger. The DownREIT Merger shall become effective upon such time as the DownREIT Merger Certificate has been filed with the DSOS, or such later time which the parties hereto shall have agreed upon and designated in such filing in accordance with the DRULPA and the DLLCA as the effective time of the DownREIT Merger (the “DownREIT Merger Effective Time”).

Effective Times. (a) At the ClosingClosing and immediately prior to the Partnership Merger Effective Time, MergerSub MergerCo and the Company shall duly execute and file articles of merger with respect to the Company Merger in a form that complies with the MGCL MRL (the “Articles of Merger”) with the State Department of Assessments and Taxation of the State of Maryland (the “SDAT”) in accordance with the MGCLMRL. The Company Merger shall become effective upon such time as the Articles of Merger have been accepted for record by the SDAT, or such later time which the parties hereto shall have agreed upon and designated in such filing in accordance with the MGCL MRL as the effective time of the Company Merger but not to exceed thirty (30) days after the Articles of Merger are accepted for record by the SDAT (the “Company Merger Effective Time”). (b) At the DownREIT Closing and immediately after the filing of the Articles of Merger Closingand the filing of the certificate of amendment to the certificate of limited partnership of the Operating Partnership as required in Section 2.02(c) above, the DownREIT Operating Partnership shall file a certificate of merger in a form that complies with the DRULPA (the “DownREIT Partnership Merger Certificate”) with the Secretary of State of the State of Delaware (the “DSOS”), executed in accordance with the applicable provisions of the DRULPA and the DLLCA and shall make all other filings or recordings required under the DRULPA and the DLLCA to effect the DownREIT Partnership Merger. The DownREIT Partnership Merger shall become effective upon such time as the DownREIT Partnership Merger Certificate has been filed with the DSOS, or such later time which the parties hereto shall have agreed upon and designated in such filing in accordance with the DRULPA and the DLLCA as the effective time of the DownREIT Partnership Merger (the “DownREIT Partnership Merger Effective Time”).

Effective Times. (a) At Prior to the Closing, MergerSub Xxxx and Spirit shall prepare and, on the Company Closing Date, Xxxx and Spirit shall duly execute and file (i) cause articles of merger in a form that complies with respect to the MGCL Company Merger (the “Articles of Merger”) to be duly executed and filed with the State Department of Assessments and Taxation of Maryland (the “SDAT”) in accordance with the MGCLMGCL and (ii) make any other filings, recordings or publications required to be made by Xxxx or Spirit under the MGCL in connection with the Company Merger. The Company Merger shall become effective upon at such time as the Articles of Merger have been accepted for record by the SDAT, or such later time which the parties hereto shall have agreed upon and designated in such filing in accordance with the MGCL as the effective time of the Merger but not to exceed thirty (30) days after the Articles of Merger are accepted for record by the SDAT or on such other date and time (not to exceed 30 days from the date the Articles of Merger are accepted for record by the SDAT as shall be agreed to by Xxxx and Spirit and specified in the Articles of Merger (such date and time being hereinafter referred to as the “Company Merger Effective Time”), it being understood and agreed that the Parties shall cause the Company Merger to occur on the Closing Date immediately prior to the Partnership Merger Effective Time. (b) At the DownREIT Merger Closing, and immediately after the DownREIT filing of the Articles of Merger, the Xxxx Operating Partnership shall file cause to be executed and filed a certificate of merger in a form that complies with the DRULPA (the “DownREIT Partnership Merger Certificate”) with the Delaware Secretary of State of the State of Delaware (the “DSOS”), executed in accordance with the applicable provisions of the DRULPA and the DLLCA and shall make all other filings or recordings required under the DRULPA and the DLLCA to effect the DownREIT MergerDRULPA. The DownREIT Partnership Merger shall become effective upon such time as the DownREIT Partnership Merger Certificate has been filed with the DSOS, or such later time which as shall be agreed to by Xxxx and Spirit and specified in the parties hereto shall have agreed upon and designated in such filing in accordance with the DRULPA and the DLLCA Partnership Merger Certificate as the effective time of the DownREIT Partnership Merger (such date and time being hereinafter referred to as the “DownREIT Partnership Merger Effective Time”), it being understood and agreed that the Parties shall cause the Partnership Merger Effective Time to occur on the Closing Date immediately after the Company Merger Effective Time.

Effective Times. (a) At Concurrently with the Closing, MergerSub and the Company shall duly execute and file articles of merger in a form that complies with the MGCL (the “Articles of Merger”) with the State Department of Assessments and Taxation of Maryland (the “SDAT”) in accordance with the MGCL. The Merger shall become effective upon such time as the Articles of Merger have been accepted for record by the SDAT, or such later time which the parties hereto shall have agreed upon and designated in such filing in accordance with the MGCL as the effective time of the Merger but not to exceed thirty (30) days after the Articles of Merger are accepted for record by the SDAT (the “Effective Time”). (b) At the DownREIT Merger Closing, the DownREIT Partnership Sub I shall file a certificate of merger in a form that complies with the DRULPA (the “DownREIT Merger Certificate”) with the Secretary of State of the State of Delaware a certificate of merger (the “DSOSCertificate of Merger I”), ) executed in accordance with with, and containing such information as is required by, the applicable relevant provisions of the DRULPA and the DLLCA and shall make all other filings or recordings required under the DRULPA and the DLLCA DGCL in order to effect the DownREIT Merger. The DownREIT Merger I. Merger I shall become effective upon such at the time as Certificate of Merger I shall have been duly filed with, and accepted by, the DownREIT Merger Certificate has been filed with Secretary of State of the DSOS, State of Delaware or such later date and time which as is agreed upon by the parties hereto and specified in Certificate of Merger I (such date and time hereinafter referred to as “Effective Time”). Upon the terms and subject to the conditions set forth in this Agreement, immediately following the Effective Time, and as part of an integrated transaction, Surviving Corporation and Merger Sub II shall file with the Secretary of State of the State of Delaware a certificate of merger (“Certificate of Merger II” and each of which, including the Certificate of Merger I, may be referred to as a “Certificate of Merger”) satisfying the applicable requirements of the DGCL and the LLC Act as well as any other filings, recordings or publications required to be made under the LLC Act in connection with Merger II. Merger II shall become effective at the time Certificate of Merger II shall have been duly filed with, and accepted by, the Secretary of State of the State of Delaware or such later date and time as is agreed upon by the parties and designated specified in Certificate of Merger II (such filing in accordance with the DRULPA date and the DLLCA time hereinafter referred to as the effective time of the DownREIT Merger (the “DownREIT Merger Second Effective Time”).

Effective Times. (a) At On the ClosingClosing Date, MergerSub Parent, Merger Sub 1, Merger Sub 2, Merger Sub 3 and the Company shall duly execute and file articles will cause the Mergers to be consummated by filing the following certificates of merger in a form that complies with the MGCL (the “Articles of Merger”) with the State Department of Assessments and Taxation of Maryland (the “SDAT”) in accordance with the MGCL. The Merger shall become effective upon such time as the Articles of Merger have been accepted for record by the SDAT, or such later time which the parties hereto shall have agreed upon and designated in such filing in accordance with the MGCL as the effective time of the Merger but not to exceed thirty (30) days after the Articles of Merger are accepted for record by the SDAT (the “Effective Time”). (b) At the DownREIT Merger Closing, the DownREIT Partnership shall file a certificate of merger in a form that complies with the DRULPA (the “DownREIT Merger Certificate”) with the Secretary of State of the State of Delaware (the “DSOS”), executed in accordance with the applicable relevant provisions of the DRULPA DGCL and other applicable law: (a) a certificate of merger with regard to the DLLCA and shall make all other filings or recordings required under HoldCo Merger (the DRULPA and "HoldCo Certificate of Merger") and, immediately thereafter, a certificate of merger with regard to the DLLCA Second HoldCo Merger (the "Second HoldCo Certificate of Merger"); and (b) a certificate of merger with regard to effect the DownREIT Company Merger (the "Company Certificate of Merger") and, immediately thereafter, a certificate of merger with regard to the Second Company Merger (the "Second Company Certificate of Merger"). The DownREIT HoldCo Merger shall will become effective upon such time as on the DownREIT date that the HoldCo Certificate of Merger Certificate has been is filed with the DSOSSecretary of State of the State of Delaware, or such later other time which the parties hereto shall have as agreed upon and designated in such filing in accordance with the DRULPA writing by Parent and the DLLCA as Company and specified in the effective time HoldCo Certificate of the DownREIT Merger (such time, the “DownREIT "HoldCo Merger Effective Time”"). The Second HoldCo Merger will become effective immediately after the HoldCo Merger Effective Time, or such other time as agreed in writing by Parent and the Company and specified in the Second HoldCo Certificate of Merger (such time, the "Second HoldCo Merger Effective Time"). The Company Merger will become effective on the date that the Company Certificate of Merger is filed with the Secretary of State of the State of Delaware, or such other time as agreed in writing by Parent and the Company and specified in the Company Certificate of Merger (such time, the "Company Merger Effective Time"). The Second Company Merger will become effective immediately after the Company Merger Effective Time, or such other time as agreed in writing by Parent and the Company and specified in the Second Company Certificate of Merger (such time, the "Second Company Merger Effective Time").

Effective Times. (a) At On the ClosingClosing Date, MergerSub and the Company shall duly execute and file articles of merger in a form that complies with the MGCL (the “Articles of Merger”i) with the State Department of Assessments and Taxation of Maryland (the “SDAT”) in accordance with the MGCL. The Merger shall become effective upon such time as the Articles of Merger have been accepted for record by the SDATfirst, or such later time which the parties hereto shall have agreed upon and designated in such filing in accordance with the MGCL as the effective time of the Merger but not to exceed thirty (30) days after the Articles of Merger are accepted for record by the SDAT (the “Effective Time”). (b) At the DownREIT Merger Closing, the DownREIT Partnership New Amethyst shall file a certificate of merger in a form that complies with the DRULPA respect to Merger 1 (the “DownREIT Merger Certificate1 Certificate of Merger”) with the Secretary of State of the State of Delaware (the “DSOSDelaware Secretary of State”), executed ) in accordance with the applicable relevant provisions of the DRULPA DGCL and shall substantially concurrently file the DLLCA articles of merger with respect to Merger 1 (the “Merger 1 Articles of Merger”) with the Secretary of State of the State of Tennessee (the “Tennessee Secretary of State”) in accordance with the relevant provisions of the TBCA and (ii) second, New Amethyst shall file a certificate of merger with respect to Merger 2 (the “Merger 2 Certificate of Merger”) with the Delaware Secretary of State in accordance with the relevant provisions of the DGCL. Each of AmSurg, New Amethyst and Holdings shall make all other filings or recordings required under the DRULPA DGCL or the TBCA with respect to Merger 1 and under the DLLCA DGCL with respect to effect the DownREIT Merger. The DownREIT Merger 2. (b) Merger 1 shall become effective upon at such time as the DownREIT Merger 1 Certificate has of Merger shall have been duly filed with the DSOSDelaware Secretary of State and the Merger 1 Articles of Merger shall have been duly filed with the Tennessee Secretary of State, or at such later time which as AmSurg and Holdings shall agree and specify in the parties hereto Merger 1 Certificate of Merger and the Merger 1 Articles of Merger (such time as Merger 1 becomes effective being the “Merger 1 Effective Time”). Merger 2 shall become effective at such time as the Merger 2 Certificate of Merger shall have agreed upon and designated in such filing in accordance been duly filed with the DRULPA Delaware Secretary of State, or at such later time as AmSurg and Holdings shall agree and specify in the DLLCA as the effective time Merger 2 Certificate of the DownREIT Merger (such time as Merger 2 becomes effective being the “DownREIT Merger 2 Effective Time”).

Effective Times. On the Closing Date, the Company, Parent and Merger Sub, as applicable, shall (ai) At the Closing, MergerSub and the Company shall duly execute and file cause articles of merger in a substantially the form that complies with the MGCL attached hereto as Exhibit B-1 (the “First Merger Articles of Merger”) with respect to the First Merger to be duly executed, filed with and accepted for record by the State Department of Assessments and Taxation of Maryland (the “SDAT”) in accordance with the MGCL, (ii) cause articles of merger in substantially the form attached hereto as Exhibit B-2 (the “Second Merger Articles of Merger” and together with the First Merger Articles of Merger, the “Articles of Merger”) with respect to the Second Merger to be duly executed, filed with and accepted for record by the SDAT in accordance with the MGCL and (iii) duly make any other filings, recordings or publications required to be made by Parent, the Company or Merger Sub under the MGCL in connection with the Mergers. The First Merger shall become effective upon at the latest of such time as the First Merger Articles of Merger have been accepted for record by the SDAT or on such other date and time (not to exceed thirty (30) days from the date that the First Merger Articles of Merger have been accepted for record by the SDAT, or such later time which ) as shall be agreed to by the parties hereto shall have agreed upon Company and designated Parent and specified in such filing in accordance with the MGCL as the effective time of the First Merger but not to exceed thirty (30) days after the Articles of Merger are accepted for record by (such date and time of effectiveness of the SDAT (First Merger Articles of Merger being hereinafter referred to as the “First Merger Effective Time”). (b) At the DownREIT Merger Closing, the DownREIT Partnership shall file a certificate of merger in a form that complies with the DRULPA (the “DownREIT Merger Certificate”) with the Secretary of State of the State of Delaware (the “DSOS”), executed in accordance with the applicable provisions of the DRULPA and the DLLCA and shall make all other filings or recordings required under the DRULPA and the DLLCA to effect the DownREIT Merger. The DownREIT Second Merger shall become effective upon such time promptly following the First Merger Effective Time and in any event on the same Business Day as the DownREIT First Merger Certificate has been filed with the DSOS, or such later time which the parties hereto shall have agreed upon and designated in such filing in accordance with the DRULPA and the DLLCA as the effective time of the DownREIT Merger Effective Time (the “DownREIT Second Merger Effective Time”).

Effective Times. (a) At the Closing, the Operating Trust MergerSub and the Company Operating Trust shall duly execute and file with the SDAT articles of merger with respect to the Operating Trust Merger in a form that complies with the MGCL Maryland REIT Law (the “Operating Trust Articles of Merger”) with the State Department of Assessments and Taxation of Maryland (the “SDAT”) in accordance with the MGCLMaryland REIT Law and the LLC Act. The Operating Trust Merger shall become effective upon such time as the Operating Trust Articles of Merger have been accepted for record by the SDAT, or such later time which the parties hereto shall have agreed upon and designated in such filing in accordance with the MGCL Maryland REIT Law and the LLC Act as the effective time of the Operating Trust Merger but not to exceed thirty (30) days after the Operating Trust Articles of Merger are accepted for record by the SDAT and the LLC Act (the “Operating Trust Merger Effective Time”). (b) At the Closing, immediately after the Operating Trust Merger Effective Time, MergerCo and the Company shall duly execute and file with the State Department of Assessments and Taxation of the State of Maryland (the “SDAT”) articles of merger with respect to the Company Merger in a form that complies with the Maryland REIT Law (the “Company Articles of Merger”) in accordance with the Maryland REIT Law and the MD RUPA. The Company Merger shall become effective upon such time as the Company Articles of Merger have been accepted for record by the SDAT, or such later time which the parties hereto shall have agreed upon and designated in such filing in accordance with the Maryland REIT Law and the MD RUPA as the effective time of the Company Merger but not to exceed thirty (30) days after the Articles of Merger are accepted for record by the SDAT (the “Effective Time”). (b) At the DownREIT Merger Closing, the DownREIT Partnership shall file a certificate of merger in a form that complies with the DRULPA (the “DownREIT Merger Certificate”) with the Secretary of State of the State of Delaware (the “DSOS”), executed in accordance with the applicable provisions of the DRULPA and the DLLCA and shall make all other filings or recordings required under the DRULPA and the DLLCA to effect the DownREIT Merger. The DownREIT Merger shall become effective upon such time as the DownREIT Merger Certificate has been filed with the DSOS, or such later time which the parties hereto shall have agreed upon and designated in such filing in accordance with the DRULPA and the DLLCA as the effective time of the DownREIT Merger (the “DownREIT Company Merger Effective Time”).

Effective Times. (a) At On the ClosingClosing Date, MergerSub the Partnership shall duly execute and file a certificate of merger (the "Partnership Merger Certificate") with the Secretary of State of the State of Delaware (the "DSOS") in accordance with the Laws of the State of Delaware. The Partnership Merger shall become effective upon the filing of the Partnership Merger Certificate with the DSOS or on such other date and time as may be mutually agreed to by the Company and Parent and specified in the Partnership Merger Certificate in accordance with the DRULPA (such date and time, the "Partnership Merger Effective Time"). (b) On the Closing Date, Merger Sub I and the Company shall duly execute and file articles of merger in a form that complies with the MGCL (the “"Company Merger Articles of Merger”") with the State Department of Assessments and Taxation of Maryland (the “"SDAT”") in accordance with the MGCLLaws of the State of Maryland. The Company Merger shall become effective upon such time as the acceptance for record of the Company Merger Articles of Merger have been accepted for record by the SDAT, SDAT or on such later other date and time which as may be mutually agreed to by the parties hereto shall have agreed upon and designated specified in such filing the Company Merger Articles of Merger in accordance with the MGCL as (such date and time, the effective time of "Company Merger Effective Time"), it being understood and agreed that the parties shall cause the Company Merger but not Effective Time to exceed thirty (30) days occur immediately after the Articles of Partnership Merger are accepted for record by the SDAT (the “Effective Time”). (bc) At the DownREIT Merger ClosingUnless otherwise agreed in writing, the DownREIT parties shall cause the Company Merger Effective Time and the Partnership shall file a certificate of merger in a form that complies Merger Effective Time to occur on the Closing Date, with the DRULPA (Company Merger Effective Time occurring immediately after the “DownREIT Merger Certificate”) with the Secretary of State of the State of Delaware (the “DSOS”), executed in accordance with the applicable provisions of the DRULPA and the DLLCA and shall make all other filings or recordings required under the DRULPA and the DLLCA to effect the DownREIT Merger. The DownREIT Merger shall become effective upon such time as the DownREIT Merger Certificate has been filed with the DSOS, or such later time which the parties hereto shall have agreed upon and designated in such filing in accordance with the DRULPA and the DLLCA as the effective time of the DownREIT Merger (the “DownREIT Partnership Merger Effective Time”).

Effective Times. On or (aif agreed in writing by the Company and Purchaser) At prior to the ClosingClosing Date, MergerSub Purchaser and the Company Company, respectively, shall duly execute and file cause to be filed articles of merger in a form that complies with the MGCL Department of State of the State of Florida (the “Articles of Merger”) with the State Department of Assessments and Taxation of Maryland (the “SDATFlorida DOS”) in accordance with the MGCLFLLCA and a statement of merger with the Department of State of the Commonwealth of Pennsylvania (the “Pennsylvania DOS”) in accordance with the PBCL and the PETL (collectively, the “First Certificates of Merger”) with respect to the First Merger. The First Merger shall become effective upon at such time as specified in the Articles First Certificates of Merger have been accepted for record by the SDAT, or such later time which the parties hereto shall have agreed upon and designated in such filing in accordance with the MGCL relevant provisions of the FLLCA, the PBCL and the PETL, or at such other time as shall be provided by applicable law (such time hereinafter referred to as the effective time of the Merger but not to exceed thirty “First Effective Time”). Immediately following or (30) days after the Articles of Merger are accepted for record if agreed in writing by the SDAT Company and Purchaser) prior to the First Effective Time, Purchaser and the Initial Surviving Entity, respectively, shall cause to be filed articles of merger with the Florida DOS in accordance with the FLLCA and a statement of merger with the Pennsylvania DOS in accordance with the PBCL and the PETL (the “Second Certificates of Merger” and together with First Certificates of Merger, the “Certificates of Merger”) with respect to the Second Merger. The Second Merger shall become effective at such time as specified in the Second Certificates of Merger in accordance with the relevant provisions of the FLLCA, the PBCL and the PETL, or at such other time as shall be provided by applicable law (such time hereinafter referred to as the “Second Effective Time”). (b) At the DownREIT Merger Closing, the DownREIT Partnership shall file a certificate of merger in a form that complies with the DRULPA (the “DownREIT Merger Certificate”) with the Secretary of State of the State of Delaware (the “DSOS”), executed in accordance with the applicable provisions of the DRULPA and the DLLCA and shall make all other filings or recordings required under the DRULPA and the DLLCA to effect the DownREIT Merger. The DownREIT Merger shall become effective upon such time as the DownREIT Merger Certificate has been filed with the DSOS, or such later time which the parties hereto shall have agreed upon and designated in such filing in accordance with the DRULPA and the DLLCA as the effective time of the DownREIT Merger (the “DownREIT Merger Effective Time”).

Effective Times. (a) At On the ClosingClosing Date, MergerSub SST II, SSGT and the Company Merger Sub shall duly execute and file (i) cause articles of merger in a form that complies with respect to the MGCL (the “Articles of Merger”) REIT Merger to be duly executed and filed with the State Department of Assessments and Taxation of Maryland (the “SDAT”) in accordance with the MGCLMGCL and the MLLCA (the “Articles of Merger”), and (ii) make any other filings, recordings or publications required to be made by SSGT, Merger Sub or the Surviving Entity under the MGCL or the MLLCA in connection with the REIT Merger. The REIT Merger shall become effective upon such at the time as set forth in the Articles of Merger have been accepted for record by the SDAT(such date and time, or such later time which the parties hereto shall have agreed upon and designated in such filing in accordance with the MGCL as the effective time of the Merger but not to exceed thirty (30) days after the Articles of Merger are accepted for record by the SDAT (the “REIT Merger Effective Time”), it being understood and agreed that the Parties shall cause the REIT Merger Effective Time to occur on the Closing Date before the Partnership Merger Effective Time. (b) At On the DownREIT Merger ClosingClosing Date, the DownREIT SST II Operating Partnership and SSGT Operating Partnership shall file (i) cause a certificate of merger with respect to the Partnership Merger to be duly executed and filed with the office of the Delaware Secretary of State (the “Delaware SOS”) in a form that complies accordance with the DRULPA (the “DownREIT Merger CertificatePartnership Certificate of Merger”) with and (ii) make any other filings, recordings or publications required to be made by SST II Operating Partnership, SSGT Operating Partnership or the Secretary of State of the State of Delaware (the “DSOS”), executed in accordance with the applicable provisions of the DRULPA and the DLLCA and shall make all other filings or recordings required Surviving Partnership under the DRULPA and in connection with the DLLCA to effect the DownREIT Partnership Merger. The DownREIT Partnership Merger shall become effective upon at the time set forth in the Partnership Certificate of Merger (such time as date and time, the DownREIT “Partnership Merger Certificate has been filed Effective Time” and together with the DSOSREIT Merger Effective Time, or such later time which the parties hereto shall have agreed upon and designated in such filing in accordance with the DRULPA and the DLLCA as the effective time of the DownREIT Merger (the “DownREIT Merger Effective Time”), it being understood and agreed that the Parties shall cause the Partnership Merger Effective Time to occur on the Closing Date after the REIT Merger Effective Time.

Effective Times. (a) At On the terms and subject to the conditions of this Agreement, at the Closing, MergerSub and the Company Parties shall duly execute and file articles cause a certificate of merger in a form that complies with the MGCL (the “Articles First Merger Certificate of Merger”) with the State Department of Assessments to be properly executed and Taxation of Maryland (the “SDAT”) in accordance with the MGCL. The Merger shall become effective upon such time as the Articles of Merger have been accepted for record by the SDAT, or such later time which the parties hereto shall have agreed upon and designated in such filing in accordance with the MGCL as the effective time of the Merger but not to exceed thirty (30) days after the Articles of Merger are accepted for record by the SDAT (the “Effective Time”). (b) At the DownREIT Merger Closing, the DownREIT Partnership shall file a certificate of merger in a form that complies with the DRULPA (the “DownREIT Merger Certificate”) filed with the Secretary of State of the State of Delaware (the “DSOS”), executed in accordance with the applicable relevant provisions of the DRULPA and DLLCA, including Section 18-209 of the DLLCA DLLCA, and shall take all such other actions as may be required by applicable Laws to make all other filings or recordings required under the DRULPA and the DLLCA to effect the DownREIT MergerFirst Merger effective as promptly as practicable. The DownREIT First Merger shall become effective upon at such time as the DownREIT First Merger Certificate has been filed with of Merger is accepted for filing by the DSOS, Secretary of State of the State of Delaware or at such later date or time which as may be agreed by the parties hereto shall have agreed upon Company and designated Parent in such filing writing and specified in the First Merger Certificate of Merger in accordance with the DRULPA and the DLLCA as (the effective time of the DownREIT First Merger (being herein referred to as the “DownREIT First Merger Effective Time”). (b) On the terms and subject to the conditions of this Agreement, at the Closing, the Parties shall cause a certificate of merger (the “Second Merger Certificate of Merger”) to be properly executed and filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DLLCA, including Section 18-209 of the DLLCA, and shall take all such other actions as may be required by applicable Laws to make the Second Merger effective as promptly as practicable. The Second Merger shall become effective at such time as the Second Merger Certificate of Merger is accepted for filing by the Secretary of State of the State of Delaware or at such later date or time as may be agreed by the Company and Parent in writing and specified in the Second Merger Certificate of Merger in accordance with the DLLCA (the effective time of the Second Merger being herein referred to as the “Second Merger Effective Time”).

Effective Times. (a) At Upon the Closingterms and subject to the conditions set forth in this Agreement, MergerSub and on the Closing Date, the Company shall duly execute and file articles of merger in a form that complies with Parent will cause the MGCL (the “Articles of Merger”) with the State Department of Assessments and Taxation of Maryland (the “SDAT”) in accordance with the MGCL. The LLC Merger shall become effective upon such time as the Articles of Merger have been accepted for record to be consummated by the SDATfiling all necessary documentation, or such later time which the parties hereto shall have agreed upon and designated in such filing in accordance with the MGCL as the effective time of the Merger but not to exceed thirty (30) days after the Articles of Merger are accepted for record by the SDAT (the “Effective Time”). (b) At the DownREIT Merger Closing, the DownREIT Partnership shall file including a certificate of merger in a customary form that complies with the DRULPA and substance (the “DownREIT Merger CertificateLLC Certificate of Merger”) to be executed and filed with the Secretary of State of the State of Delaware (the “DSOS”), executed in accordance with the applicable provisions of the DRULPA and the DLLCA and shall make all other filings or recordings required under the DRULPA and the DLLCA to effect the DownREIT MergerDLLCA. The DownREIT LLC Merger shall become effective upon such at the time as when the DownREIT LLC Certificate of Merger Certificate has been filed with the DSOS, Secretary of State of the State of Delaware or at such later time which as may be agreed by the parties hereto shall have agreed upon and designated in such filing in accordance Parties (with the DRULPA and the DLLCA as the effective time prior written consent of the DownREIT Special Committee) in writing and specified in the LLC Certificate of Merger (the “DownREIT LLC Merger Effective Time”). (b) Upon the terms and subject to the conditions set forth in this Agreement, on the Closing Date, the Company and Parent will cause the Company Merger to be consummated by filing all necessary documentation, including a certificate of merger in customary form and substance (the “Company Certificate of Merger”, and collectively with the LLC Certificate of Merger, the “Certificates of Merger”) to be executed and filed with the Secretary of State of the State of Delaware in accordance with the DGCL. The Company Merger shall become effective at the time when the Company Certificate of Merger has been filed with the Secretary of State of the State of Delaware or at such later time as may be agreed by the Parties (with the prior written consent of the Special Committee) in writing and specified in the Company Certificate of Merger (the “Company Merger Effective Time”); provided, that the Company Merger Effective Time shall occur immediately after the LLC Merger Effective Time.

Effective Times. (a) At the Closing, MergerSub CRH shall file a certificate of merger in a form that complies with the DRULPA (the “CRH Partnership Merger Certificate”) with the Secretary of State of the State of Delaware (the “DSOS”), executed in accordance with the applicable provisions of the DRULPA and shall make all other filings or recordings required under the DRULPA to effect the CRH Partnership Merger. The CRH Partnership Merger shall become effective upon such time as the CRH Partnership Merger Certificate has been filed with the DSOS, or such later time which the parties hereto shall have agreed upon and designated in such filing in accordance with the DRULPA as the effective time of the CRH Partnership Merger (the “CRH Merger Effective Time”). (b) At the Closing, CAR shall file a certificate of merger in a form that complies with the DRULPA (the “CAR Partnership Merger Certificate”) with the DSOS, executed in accordance with the applicable provisions of the DRULPA and shall make all other filings or recordings required under the DRULPA to effect the CAR Partnership Merger. The CAR Partnership Merger shall become effective upon such time as the CAR Partnership Merger Certificate has been filed with the DSOS, or such later time which the parties hereto shall have agreed upon and designated in such filing in accordance with the DRULPA as the effective time of the CAR Partnership Merger (the “CAR Merger Effective Time”). (c) The CRH Merger Effective Time and the CAR Merger Effective Time shall occur substantially concurrently (the earlier to occur of the CAR Merger Effective Time and the CRH Merger Effective Time, the “Partnership Mergers Effective Time”). (d) At the Closing, immediately after the later to occur of the CRH Merger Effective Time and the CAR Merger Effective Time, MergerCo and the Company shall duly execute and file articles of merger with respect to the Company Merger in a form that complies with the MGCL (the “Articles of Merger”) with the State Department of Assessments and Taxation of the State of Maryland (the “SDAT”) in accordance with the MGCL. The Company Merger shall become effective upon such time as the Articles of Merger have been accepted for record by the SDAT, or such later time which the parties hereto shall have agreed upon and designated in such filing in accordance with the MGCL as the effective time of the Company Merger but not to exceed thirty (30) days after the Articles of Merger are accepted for record by the SDAT (the “Effective Time”). (b) At the DownREIT Merger Closing, the DownREIT Partnership shall file a certificate of merger in a form that complies with the DRULPA (the “DownREIT Merger Certificate”) with the Secretary of State of the State of Delaware (the “DSOS”), executed in accordance with the applicable provisions of the DRULPA and the DLLCA and shall make all other filings or recordings required under the DRULPA and the DLLCA to effect the DownREIT Merger. The DownREIT Merger shall become effective upon such time as the DownREIT Merger Certificate has been filed with the DSOS, or such later time which the parties hereto shall have agreed upon and designated in such filing in accordance with the DRULPA and the DLLCA as the effective time of the DownREIT Merger (the “DownREIT Company Merger Effective Time”).

Effective Times. (a) At the Closing, MergerSub REIT Merger Sub and the Company shall duly execute and file articles of merger in a form that complies with the MGCL (the “Articles of MergerTexas Merger Certificate”) with the State Department county clerk of Assessments and Taxation of Maryland Tarrant County, Texas (the “SDATTexas Clerk”) in accordance with the MGCLTexas REIT Law and shall duly execute and file with the Secretary of State of Delaware (the “DSOS”) a certificate of merger (the “Delaware Merger Certificate”) in accordance with the DLLCA and shall make all other filings or recordings required under the Texas REIT Law or the DLLCA to effect the REIT Merger. The REIT Merger shall become effective upon the later of (A) such time as the Articles Texas Merger Certificate has been filed with the Texas Clerk as required by Section 23.40 of the Texas REIT Law and (B) such time as the Delaware Merger have Certificate has been accepted for record by filed with the SDATDSOS, or such later time which the parties hereto shall have agreed upon and designated in such filing the Delaware Merger Certificate in accordance with the MGCL DLLCA and in the Texas Merger Certificate of Merger in accordance with the Texas REIT Law as the effective time of the Merger but not to exceed thirty (30) days after the Articles of Merger are accepted for record by the SDAT (the “Effective Time”). (b) At the DownREIT Merger Closing, immediately after the DownREIT Effective Time, the Partnership shall file with the DSOS a certificate of merger in a form that complies with the DRULPA (the “DownREIT Partnership Merger Certificate”) with the Secretary of State of the State of Delaware (the “DSOS”), executed in accordance with the applicable provisions of the DRULPA and the DLLCA and shall make all other filings or recordings required under the DRULPA and the DLLCA to effect the DownREIT Partnership Merger. The DownREIT Partnership Merger shall become effective after the Effective Time upon such time as the DownREIT Partnership Merger Certificate has been filed with the DSOS, or such later time which the parties hereto shall have agreed upon and designated in such filing in accordance with the DRULPA and the DLLCA as the effective time of the DownREIT Partnership Merger (the “DownREIT Partnership Merger Effective Time”).

Effective Times. (a) At As a part of the ClosingClosing and in connection with the First Merger, MergerSub and the Company and Accuro shall duly execute and file articles cause a Certificate of merger in a form that complies with the MGCL Merger (the “Articles First Certificate of Merger”) to be properly executed and filed with the Secretary of State Department of Assessments the State of Texas and Taxation the Secretary of Maryland (State of the “SDAT”) State of Delaware in accordance with the MGCL. The terms and conditions of the TLLCA and the DGCL, respectively (the First Merger shall become effective upon such at the time as the Articles of Merger have been accepted for record by the SDAT, or such later time which the parties hereto shall have agreed upon and designated in such filing in accordance with the MGCL as the effective time of the Merger but not to exceed thirty (30) days after the Articles of Merger are accepted for record by the SDAT (the “First Effective Time”). (b) At ). Following the DownREIT Merger ClosingFirst Effective Time, as a part of the Closing and in connection with the Second Merger, the DownREIT Partnership First Merger Surviving Corporation and the First Merger Subsidiary shall file cause a certificate Certificate of merger in a form that complies with the DRULPA Merger (the “DownREIT Merger CertificateSecond Certificate of Merger”) to be properly executed and filed with the Secretary of State of the State of Delaware (the “DSOS”), executed in accordance with the applicable provisions terms and conditions of the DRULPA and DGCL (the DLLCA and shall make all other filings or recordings required under the DRULPA and the DLLCA to effect the DownREIT Merger. The DownREIT Second Merger shall become effective upon at the time of such time filing (the “Second Effective Time”)). Following the Second Effective Time, as a part of the DownREIT Closing and in connection with the Third Merger, the Second Merger Surviving Corporation and the Second Merger Subsidiary shall cause a Certificate has been of Merger (the “Third Certificate of Merger”) to be properly executed and filed with the DSOS, or such later time which Secretary of State of the parties hereto shall have agreed upon and designated in such filing State of Delaware in accordance with the DRULPA terms and conditions of the DGCL and the DLLCA as (the Third Merger shall become effective at the time of the DownREIT Merger such filing (the “DownREIT Merger Third Effective Time”)).

Effective Times. (a) At On the ClosingClosing Date, MergerSub and the Company Partnership shall duly execute and file articles of merger in a form that complies with the MGCL (the “Articles of Merger”) with the State Department of Assessments and Taxation of Maryland (the “SDAT”) in accordance with the MGCL. The Merger shall become effective upon such time as the Articles of Merger have been accepted for record by the SDAT, or such later time which the parties hereto shall have agreed upon and designated in such filing in accordance with the MGCL as the effective time of the Merger but not to exceed thirty (30) days after the Articles of Merger are accepted for record by the SDAT (the “Effective Time”). (b) At the DownREIT Merger Closing, the DownREIT Partnership shall file a certificate of merger in a form that complies with the DRULPA (the “DownREIT Merger CertificatePartnership Certificate of Merger”) with the Secretary of State of the State of Delaware (the “DSOSDE SOS”), executed ) in accordance with the applicable provisions Laws of the DRULPA and the DLLCA and shall make all other filings or recordings required under the DRULPA and the DLLCA to effect the DownREIT MergerState of Delaware. The DownREIT Partnership Merger shall become effective upon the filing of the Partnership Certificate of Merger with the DE SOS or on such other date and time as may be agreed between the DownREIT Parties and specified in the Partnership Certificate of Merger Certificate has been filed with the DSOS, or such later time which the parties hereto shall have agreed upon and designated in such filing in accordance with the DRULPA DLLCA and the DLLCA as the effective time of the DownREIT Merger DRULPA (such date and time, the “DownREIT Partnership Merger Effective Time”). (b) On the Closing Date, Merger Sub III shall duly execute and file a certificate of merger (the “Operations Certificate of Merger”) with the DE SOS in accordance with the Laws of the State of Delaware. The Operations Merger shall become effective upon the filing of the Operations Certificate of Merger with the DE SOS or on such other date and time as may be agreed between the Parties and specified in the Operations Certificate of Merger in accordance with the DLLCA (such date and time, the “Operations Merger Effective Time”), it being understood and agreed that the Parties shall cause the Operations Merger Effective Time to occur immediately after the Partnership Merger Effective Time. (c) On the Closing Date, Merger Sub I and the Company shall (a) cause articles of merger with respect to the Company Merger to be duly executed and filed with, and accepted for record by, the SDAT in accordance with the MGCL (the “Articles of Merger”) and a certificate of merger with respect to the Company Merger to be duly executed and filed with the DE SOS in accordance with the DLLCA (the “Company Certificate of Merger”), and (b) make any other filings, recordings or publications required to be made by the Company or Merger Sub I under the MGCL or the DLLCA in connection with the Company Merger. The Company Merger shall become effective upon the later of (x) such time as the Articles of Merger are accepted for record by the SDAT, (y) the filing of the Certificate of Merger with the DE SOS or (z) such other date and time (not to exceed 30 days after the Articles of Merger are accepted for record by the SDAT) as may be agreed between the Parties and specified in the Articles of Merger and Company Certificate of Merger (such date and time, the “Company Merger Effective Time”), it being understood and agreed that the Parties shall cause the Company Merger Effective Time to occur immediately after the Operations Merger Effective Time. (d) Unless otherwise agreed in writing, the Parties shall cause the Partnership Merger Effective Time, the Operations Merger Effective Time and the Company Merger Effective Time to occur on the Closing Date, with the Operations Merger Effective Time occurring immediately after the Partnership Merger Effective Time, and the Company Merger Effective Time occurring immediately after the Operations Merger Effective Time.

Effective Times. (a) At the Closing, MergerSub REIT Merger Sub and the Company shall duly execute and file articles cause a Certificate of merger in a form that complies Merger with respect to the MGCL REIT Merger (the “Articles REIT Certificate of Merger”) to be duly executed and filed with the State Department of Assessments and Taxation of Maryland (the “SDAT”) Delaware SOS in accordance with the MGCLDLLCA. The REIT Merger shall become effective upon such at the time as when the Articles REIT Certificate of Merger have has been accepted for record by duly filed with the SDATDelaware SOS, or such later time which the parties hereto Parties shall have agreed upon in writing and designated set forth in such filing the REIT Certificate of Merger in accordance with the MGCL as the effective time of the Merger but not to exceed thirty (30) days after the Articles of Merger are accepted for record by the SDAT DLLCA (the “REIT Merger Effective Time”). (b) At the DownREIT Merger Closing, following the DownREIT REIT Merger and the distribution of the interests in Company GP to Parent OP, the REIT Surviving Entity (or, subject to Section 2.7, Parent OP) and the Company LP shall cause a Certificate of Merger with respect to the Partnership shall file a certificate of merger in a form that complies with the DRULPA Merger (the “DownREIT Merger CertificatePartnership Certificate of Merger”) to be duly executed and filed with the Secretary Delaware SOS. The Partnership Merger shall become effective at the time when the Partnership Certificate of State of Merger has been duly filed with the State of Delaware (the “DSOS”), executed SOS in accordance with the applicable provisions of the DRULPA and the DLLCA and shall make all other filings or recordings required under the DRULPA and the DLLCA to effect the DownREIT Merger. The DownREIT Merger shall become effective upon such time as the DownREIT Merger Certificate has been filed with the DSOSDRULPA, or such later time which the parties hereto Parties shall have agreed upon in writing and designated set forth in such filing the Partnership Certificate of Merger in accordance with the DRULPA and the DLLCA as the effective time of the DownREIT Merger (the “DownREIT Partnership Merger Effective Time”).

Effective Times. (a) At the Closing, MergerSub MergerCo and the Company shall duly execute and file articles of merger in a form that complies with the MGCL (the “Articles of Merger”) with the State Department of Assessments and Taxation of the State of Maryland (the “SDAT”) in accordance with the MGCLMaryland REIT Law. The Merger shall become effective upon such time as the Articles of Merger have been accepted for record by the SDAT, or such later time which the parties hereto shall have agreed upon and designated in such filing in accordance with the MGCL Maryland REIT Law as the effective time of the Merger but not to exceed thirty (30) days after the Articles of Merger are accepted for record by the SDAT (the “Effective Time”). (b) At the DownREIT Merger Closing, immediately after the DownREIT Effective Time, the Partnership shall file a certificate of merger in a form that complies with the DRULPA (the “DownREIT Merger Certificate”) with the Secretary of State of the State of Delaware (the “DSOS”) a certificate of merger (the “Partnership Merger Certificate”), executed in accordance with the applicable provisions of the DRULPA and the DLLCA and shall make all other filings or recordings required under the DRULPA and the DLLCA to effect the DownREIT Partnership Merger. The DownREIT Partnership Merger shall become effective after the Effective Time upon such time as the DownREIT Partnership Merger Certificate has been filed with accepted by the DSOS, or such later time which the parties hereto shall have agreed upon and designated in such filing in accordance with the DRULPA and the DLLCA as the effective time of the DownREIT Partnership Merger (the “DownREIT Partnership Merger Effective Time”).

Effective Times. (a) At On the ClosingClosing Date, MergerSub Target and the Company Buyer Acquisition Entity shall duly execute and file articles of merger merger, in a such form that complies with as is required by the relevant provisions of the MGCL (the “"Articles of Merger”) with the State Department of Assessments and Taxation of Maryland (the “SDAT”") in accordance with, and shall make all other filings or recordings and take all such other action required with respect to the Merger under, the MGCL. The Unless Target and Buyer agree otherwise, the Merger shall become effective upon such time as when the Articles of Merger have been accepted for record by the SDAT, State Department of Assessments and Taxation of Maryland or at such later other time which the parties hereto shall have agreed upon and designated specified in such filing in accordance with the MGCL as the effective time of the Merger but not to exceed thirty (30) days after the Articles of Merger are accepted for record by the SDAT (the “"Merger Effective Time”"), it being understood that the parties shall cause the Merger Effective Time to occur as soon as practicable after the Closing. (b) At On the DownREIT Closing Date, prior to the Merger ClosingEffective Time, the DownREIT Target Operating Partnership and Buyer Operating Partnership shall execute and file a the certificate of merger with respect to the OP Merger, in a such form that complies with as required by the relevant provisions of the DRULPA (the “DownREIT Merger Certificate”) with the Secretary "LP Certificate of State of the State of Delaware (the “DSOS”Merger"), executed in accordance with the applicable provisions of the DRULPA and the DLLCA and shall make all other filings or recordings and take all such other action required with respect to the OP Merger under the DRULPA DRULPA. Unless Target and Buyer otherwise agree, the DLLCA to effect the DownREIT Merger. The DownREIT OP Merger shall become effective upon such time as when the DownREIT LP Certificate of Merger Certificate has been filed accepted for record with the DSOS, Delaware Secretary of State or at such later other time which specified in the parties hereto shall have agreed upon and designated in such filing in accordance with the DRULPA and the DLLCA as the effective time LP Certificate of the DownREIT Merger (the “DownREIT "Partnership Merger Effective Time”"), it being understood that the parties shall cause the Partnership Merger Effective Time to occur prior to the Merger Effective Time.

Effective Times. (a) At Subject to the Closingprovisions of this Agreement, MergerSub and as soon as practicable on the Company shall duly execute and file articles of merger in a form that complies with the MGCL (the “Articles of Merger”) with the State Department of Assessments and Taxation of Maryland (the “SDAT”) in accordance with the MGCL. The Merger shall become effective upon such time as the Articles of Merger have been accepted for record by the SDATClosing Date, or such later time which the parties hereto shall have agreed upon and designated in such filing in accordance with the MGCL as the effective time of the Merger but not to exceed thirty (30) days after the Articles of Merger are accepted for record by the SDAT (the “Effective Time”). (b) At the DownREIT Merger Closing, the DownREIT Partnership shall file a certificate of merger in a form that complies with the DRULPA (the “DownREIT Merger Certificate”) with the Secretary of State of the State of Delaware (the “DSOSDelaware Secretary”) (i) a certificate of merger relating to the Corporate Merger (the “Certificate of Corporate Merger”), executed in accordance with with, and in such form as is required by, the applicable relevant provisions of the DRULPA DGCL and (ii) a certificate of merger relating to the LLC Merger (the “Certificate of LLC Merger”), executed in accordance with, and in such form as is required by, the relevant provisions of the DGCL and the DLLCA and DLLCA, and, as soon as practicable on or after the Closing Date, shall make all other filings or recordings required under the DRULPA and DGCL or the DLLCA to effect or by the DownREIT Merger. Delaware Secretary in connection with the Mergers. (i) The DownREIT Corporate Merger shall become effective upon such at the time as that the DownREIT Certificate of Corporate Merger Certificate has been duly filed with the DSOSDelaware Secretary, or at such later time which as Parent and the parties hereto Company shall have agreed upon agree and designated specify in the Certificate of Corporate Merger (such filing in accordance time hereinafter referred to as the “Corporate Merger Effective Time”) and (ii) the LLC Merger shall become effective at the time that the Certificate of LLC Merger has been duly filed with the DRULPA Delaware Secretary, or at such later time as Parent and the DLLCA Company shall agree and specify in the Certificate of LLC Merger (such time hereinafter referred to as the effective time of the DownREIT Merger (the “DownREIT LLC Merger Effective Time”).

Effective Times. (a) At the Closing, MergerSub DPA and the Company Merger Sub II shall duly execute and file articles cause a certificate of merger in a form that complies with the MGCL (the “Articles DPA Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State Department of Assessments and Taxation the State of Maryland (Delaware as provided in Section 18-209(c) of the “SDAT”) in accordance with the MGCLDLLCA. The DPA Merger shall become effective upon such at the time as when the Articles DPA Certificate of Merger have has been accepted for record by duly filed with the SDAT, Secretary of State of the State of Delaware or at such later time which as may be agreed by the parties hereto shall have agreed upon Company Parties and designated Buyer Parties in such filing writing and specified in accordance with the MGCL as the effective time of the Merger but not to exceed thirty (30) days after the Articles DPA Certificate of Merger are accepted for record by the SDAT (the “DPA Merger Effective Time”). (b) At the DownREIT Merger Closing, immediately after the DownREIT Partnership DPA Certificate of Merger has been filed pursuant to Section 1.3(a), the Company and Merger Sub I shall file cause a certificate of merger in a form that complies with the DRULPA (the “DownREIT Merger CertificateCompany Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware (the “DSOS”), executed as provided in accordance with the applicable provisions Section 251(c) of the DRULPA and the DLLCA and shall make all other filings or recordings required under the DRULPA and the DLLCA to effect the DownREIT MergerDGCL. The DownREIT Company Merger shall become effective upon such at the time as when the DownREIT Company Certificate of Merger Certificate has been duly filed with the DSOS, Secretary of State of the State of Delaware or at such later time which as may be agreed by the parties hereto shall have agreed upon in writing and designated specified in such filing in accordance with the DRULPA and the DLLCA as the effective time Company Certificate of the DownREIT Merger (the “DownREIT Company Merger Effective Time”); provided that the Company Merger Effective Time shall follow the DPA Merger Effective Time.

Effective Times. (a) At the ClosingClosing and, MergerSub if Parent so elects, immediately prior to the DTLA Fund Holding Co. Investment and the Partnership Merger Effective Time, REIT Merger Sub and the Company shall duly execute and file articles of merger in a form that complies with the MGCL (the “Articles of Merger”) with the State Department of Assessments and Taxation of Maryland (the “SDAT”) in accordance with the MGCLMGCL articles of merger (the “Articles of Merger”). The REIT Merger shall become effective upon at such time as the Articles of Merger have been accepted for record by the SDAT, SDAT or such later time which that the parties hereto shall have agreed upon and designated in such filing the Articles of Merger in accordance with the MGCL as the effective time of the Merger REIT Merger, but not to exceed thirty five (305) days after the Articles of Merger are accepted for record by the SDAT (the “Effective Time”). (b) At the DownREIT Merger Closing, immediately after the DownREIT Effective Time and, if Parent so elects, the DTLA Fund Holding Co. Investment, Partnership Merger Sub and the Partnership shall duly execute and file a certificate with the SDAT articles of merger in a form that complies with the DRULPA (the “DownREIT Merger Certificate”) with the Secretary Partnership Articles of State of the State of Delaware (the “DSOSMerger”), executed in accordance with the applicable provisions of the DRULPA MRULPA and the DLLCA MLLCA, and shall make all other filings or recordings required under the DRULPA MRULPA and the DLLCA MLLCA to effect the DownREIT Partnership Merger. The DownREIT Partnership Merger shall become effective upon after the Effective Time, at such time as the DownREIT Partnership Articles of Merger Certificate has have been filed with accepted for record by the DSOSSDAT, or such later time which that the parties hereto shall have agreed upon and designated in such filing the Partnership Articles of Merger in accordance with the DRULPA MRULPA and the DLLCA MLLCA as the effective time of the DownREIT Partnership Merger, but not to exceed five (5) days after the Partnership Articles of Merger are accepted for record by the SDAT (the “DownREIT Partnership Merger Effective Time”).

Effective Times. (a) At On the ClosingClosing Date, MergerSub AMLI and the Company Purchaser Acquisition Entity shall duly execute and file articles of merger in a form that complies with the MGCL (the “Articles of Merger”) with the State Department of Assessments and Taxation of Maryland (the “SDAT”) Merger in accordance with, and shall make all other filings or recordings and take all such other action required with respect to the MGCLMerger under Title 8 and the LLC Act. The Unless AMLI, AMLI LP and Purchaser agree otherwise, the Merger shall become effective upon such time as when both the Articles of Merger have been accepted for record by the SDAT, or such later time which Maryland Department and the parties hereto shall have agreed upon and designated in such filing in accordance with the MGCL as the effective time of the Merger but not to exceed thirty (30) days after the Articles LLC Certificate of Merger are has been accepted for record by the SDAT Delaware Secretary of State or at such other time specified in the Articles of Merger and the LLC Certificate of Merger (the “"Merger Effective Time”"), it being understood that the parties shall cause the Merger Effective Time to occur as soon as practicable after the Closing. (b) At On the DownREIT Closing Date, immediately after the Merger ClosingEffective Time, AMLI LP and Purchaser Acquisition LP shall execute and file the DownREIT Partnership shall file a certificate LP Certificate of merger in a form that complies with the DRULPA (the “DownREIT Merger Certificate”) with the Secretary of State of the State of Delaware (the “DSOS”), executed in accordance with the applicable provisions of the DRULPA and the DLLCA with, and shall make all other filings or recordings and take all such other action required with respect to the Partnership Merger under the DRULPA DRULPA. Unless AMLI, AMLI LP and Purchaser agree otherwise, the DLLCA to effect the DownREIT Merger. The DownREIT Partnership Merger shall become effective upon such time as when the DownREIT LP Certificate of Merger Certificate has been filed accepted for record with the DSOS, Delaware Secretary of State or at such later other time which specified in the parties hereto shall have agreed upon and designated in such filing in accordance with the DRULPA and the DLLCA as the effective time LP Certificate of the DownREIT Merger (the “DownREIT "Partnership Merger Effective Time”"), it being understood that the parties shall cause the Partnership Merger Effective Time to occur as soon as practicable after the Merger Effective Time.

Effective Times. (a) At On the ClosingClosing Date, MergerSub AMLI and the Company Purchaser Acquisition Entity shall duly execute and file articles of merger in a form that complies with the MGCL (the “Articles of Merger”) with the State Department of Assessments and Taxation of Maryland (the “SDAT”) Merger in accordance with, and shall make all other filings or recordings and take all such other action required with respect to the MGCLMerger under Title 8 and the LLC Act. The Unless AMLI, AMLI LP and Purchaser agree otherwise, the Merger shall become effective upon such time as when both the Articles of Merger have been accepted for record by the SDAT, or such later time which Maryland Department and the parties hereto shall have agreed upon and designated in such filing in accordance with the MGCL as the effective time of the Merger but not to exceed thirty (30) days after the Articles LLC Certificate of Merger are has been accepted for record by the SDAT Delaware Secretary of State or at such other time specified in the Articles of Merger and the LLC Certificate of Merger (the “Merger Effective Time”), it being understood that the parties shall cause the Merger Effective Time to occur as soon as practicable after the Closing. (b) At On the DownREIT Closing Date, immediately after the Merger ClosingEffective Time, AMLI LP and Purchaser Acquisition LP shall execute and file the DownREIT Partnership shall file a certificate LP Certificate of merger in a form that complies with the DRULPA (the “DownREIT Merger Certificate”) with the Secretary of State of the State of Delaware (the “DSOS”), executed in accordance with the applicable provisions of the DRULPA and the DLLCA with, and shall make all other filings or recordings and take all such other action required with respect to the Partnership Merger under the DRULPA DRULPA. Unless AMLI, AMLI LP and Purchaser agree otherwise, the DLLCA to effect the DownREIT Merger. The DownREIT Partnership Merger shall become effective upon such time as when the DownREIT LP Certificate of Merger Certificate has been filed accepted for record with the DSOS, Delaware Secretary of State or at such later other time which specified in the parties hereto shall have agreed upon and designated in such filing in accordance with the DRULPA and the DLLCA as the effective time LP Certificate of the DownREIT Merger (the “DownREIT Partnership Merger Effective Time”), it being understood that the parties shall cause the Partnership Merger Effective Time to occur as soon as practicable after the Merger Effective Time.

Effective Times. (a) At Prior to the REIT Closing, MergerSub Parent, Merger Sub and the Company shall duly execute and prepare, and, on the Closing Date, the Company shall file articles of merger in a form that complies with the MGCL (the “Articles of Merger”) with the State Department of Assessments and Taxation of Maryland Maryland, articles of merger and/or such other appropriate documents (the “SDAT”"Articles of Merger") executed in accordance with the MGCLapplicable provisions of the MGCL and the MLLCA and shall make all other filings or recordings required under the MGCL and the MLLCA to effect the REIT Merger. The REIT Merger shall become effective upon at such time as the Articles of Merger have been accepted for record by the SDAT, or such later time which the parties hereto shall have agreed upon and designated in such filing in accordance with the MGCL as the effective time of the Merger but not to exceed thirty (30) days after the Articles of Merger are accepted for record by the SDAT State Department of Assessments and Taxation of Maryland, or at such later time as Parent and the Company shall agree and specify in the Articles of Merger (the “time at which the REIT Merger becomes effective being the "REIT Effective Time”"). (b) At Prior to the DownREIT Merger OP Closing, Parent L.P., L.P. Merger Sub and Company L.P. shall prepare, and, immediately after the DownREIT Partnership REIT Effective Time or as soon thereafter as reasonably practicable, Company L.P. shall file a certificate of merger in a form that complies with the DRULPA (the “DownREIT Merger Certificate”) with the Secretary of State of the State of Delaware Delaware, a certificate of merger and/or such other appropriate documents (the “DSOS”), "OP Merger Certificate") executed in accordance with the applicable provisions of the DRULPA and the DLLCA and shall make all other filings or recordings required under the DRULPA and the DLLCA to effect the DownREIT OP Merger. The DownREIT OP Merger shall become effective upon at such time as the DownREIT OP Merger Certificate has been is duly filed with the DSOSoffice of the Secretary of State of the State of Delaware, or at such later time as Parent L.P. and Company L.P. shall agree and specify in the OP Merger Certificate (the time at which the parties hereto shall have agreed upon and designated in such filing in accordance OP Merger becomes effective being the "OP Effective Time" and, together with the DRULPA and the DLLCA as the effective time of the DownREIT Merger (the “DownREIT Merger REIT Effective Time”, the "Effective Time").

Effective Times. (a) At On the ClosingClosing Date, MergerSub Merger Sub and the Company shall (i) duly execute and file articles of merger in a form that complies with the MGCL (the “Articles of Merger”) with the State Department of Assessments and Taxation of Maryland (the “SDAT”) in accordance with the MGCLLaws of the State of Maryland and (ii) make any other filings, recordings or publications required to be made by the Company or Merger Sub under the MGCL in connection with the Company Merger. The Company Merger shall become effective upon such time as the acceptance for record of the Articles of Merger have been accepted for record by the SDAT, SDAT or on such later other date and time which the parties hereto shall have agreed upon and designated in such filing in accordance with the MGCL as the effective time of the Merger but (not to exceed thirty five (305) days after Business Days from the date the Articles of Merger are accepted for record by the SDAT SDAT) as shall be agreed to by the Company and Parent and specified in the Articles of Merger (such date and time being hereinafter referred to as the “Company Merger Effective Time”), it being understood and agreed that the parties shall cause the Company Merger Effective Time to occur immediately prior to the Partnership Merger Effective Time. (b) At On the DownREIT Closing Date, immediately after the Company Merger ClosingEffective Time, the DownREIT Partnership shall file a certificate of merger in a form that complies with the DRULPA (the “DownREIT Merger Certificate”) with the Secretary of State of the State of Delaware (the “DSOS”) a certificate of merger (the “Partnership Merger Certificate”), executed in accordance with the applicable provisions of the DRULPA and the DLLCA DRULPA, and shall make all other filings or recordings required under the DRULPA and the DLLCA to effect the DownREIT Partnership Merger. The DownREIT Partnership Merger shall become effective after the Company Merger Effective Time upon such time as the DownREIT Partnership Merger Certificate has been filed with accepted by the DSOS, or such later time which the parties hereto shall have agreed upon and designated in such filing in accordance with the DRULPA and the DLLCA as the effective time of the DownREIT Merger DSOS (the “DownREIT Partnership Merger Effective Time”). (c) Unless otherwise agreed, the parties shall cause the Company Merger Effective Time and the Partnership Merger Effective Time to occur on the Closing Date.

Effective Times. (a) At Upon the Closingterms and subject to the conditions set forth in this Agreement, MergerSub and as soon as practicable on the Company shall duly execute and file articles of merger in a form that complies with Closing Date, the MGCL Parties will cause the Mergers to be consummated by: (the “Articles of Merger”i) with respect to the State Department Starship Merger, executing and filing a Certificate of Assessments and Taxation of Maryland (the “SDAT”) Merger in accordance with the MGCL. The Merger shall become effective upon such time as relevant provisions of DGCL, in substantially the Articles form of Merger have been accepted for record by the SDAT, or such later time which the parties Exhibit E attached hereto shall have agreed upon and designated in such filing in accordance with the MGCL as the effective time of the Merger but not to exceed thirty (30) days after the Articles of Merger are accepted for record by the SDAT (the “Effective TimeStarship Certificate of Merger”). (b) At the DownREIT Merger Closing, the DownREIT Partnership shall file a certificate of merger in a form that complies together with the DRULPA (the “DownREIT Merger Certificate”) any required related certificates, with the Secretary of State of the State of Delaware (the “DSOSDelaware Secretary of State”), in such form as required by, and executed in accordance with the applicable relevant provisions of, DGCL; and (ii) with respect to the SPAC Merger, executing and filing a Certificate of Merger in accordance with the relevant provisions of the DRULPA DGCL, in substantially the form of Exhibit F attached hereto (the “SPAC Certificate of Merger”), together with any required related certificates, with the Delaware Secretary of State, in such form as required by, and executed in accordance with the DLLCA and shall make all other filings or recordings required under relevant provisions of, the DRULPA and the DLLCA to effect the DownREIT Merger. DGCL. (b) The DownREIT Starship Merger shall will become effective upon at such time as the DownREIT Starship Certificate of Merger Certificate has been is duly filed with the DSOS, Delaware Secretary of State or at such later date or time which as is agreed between the parties hereto shall have agreed upon Parties and designated specified in the Starship Certificate of Merger (such filing in accordance with the DRULPA and the DLLCA time as the Starship Merger becomes effective time of the DownREIT Merger (being the “DownREIT Merger Starship Effective Time”). (c) The SPAC Merger will become effective at such time as the SPAC Certificate of Merger is duly filed with the Delaware Secretary of State or at such later date or time as is agreed between the Parties and specified in the SPAC Certificate of Merger (such time as the SPAC Merger becomes effective being the “SPAC Effective Time” and, together with the Starship Effective Time, the “Effective Times”).