Common use of Post-Closing Agreements of the BRI Partnership Clause in Contracts

Post-Closing Agreements of the BRI Partnership. (a) The BRI Partnership hereby grants the Transferor Partners, in their capacity as a limited partner of the BRI Partnership and so long as the Transferor Partnership has not dissolved, terminated or liquidated, the right to receive the Transferor Partnership Interests as a distribution in kind in satisfaction of the Transferor Partners' distribution rights under Section 8.2 of the BRI Partnership Agreement. If the Transferor Partnership Interests are contributed by the BRI Partnership to a Subsidiary Entity (as defined in the BRI Partnership Agreement), the BRI Partnership shall cause such Subsidiary Entity, to take such actions as may be necessary to effectuate the foregoing right granted by the BRI Partnership to the Transferor Partners. (b) Until the expiration of the period (the "No Transfer Period") ending on the earlier of (I) such time as all of the Transferor Partners have redeemed all of the BRI Partnership Units received by the Transferor Partners hereunder for cash or for shares of BRI common stock or (II) seven (7) years from the Closing Date, neither the BRI Partnership nor BRI shall allow the sale or transfer of either the Transferor Partnership Interests or the Property, except for (i) transfers that are fully tax-free to partnerships in which the BRI Partnership has an interest, (ii) exchanges that are fully tax-free pursuant to Section 1031 of the Code and (iii) involuntary transfers which shall include, without limitation, a foreclosure, a deed-in-lieu of foreclosure, a condemnation or a liquidation of the BRI Partnership or BRI, provided that in the event of a condemnation, the BRI Partnership shall use reasonable efforts to reinvest the net condemnation proceeds in accordance with Section 1033 of the Code and hold the same until the expiration of the No Transfer Period. (c) Until the expiration of the No Transfer Period, neither the BRI Partnership nor BRI shall allow the Transferor Partnership to refinance the Loan for an amount less than the outstanding principal balance of the Loan as of Closing or to make any payment of principal under the Loan, except as part of regularly scheduled amortization payments or as otherwise required by the holder of the Loan under the Loan Documents, or change the terms in a manner that would change the Loan from nonrecourse to recourse within the meaning of Section 752 of the Code and the regulations promulgated thereunder. (d) Section 704(c)

Post-Closing Agreements of the BRI Partnership. (a) The BRI Partnership hereby grants the Transferor PartnersMembers, in their capacity as a limited partner of the BRI Partnership and so long as the Transferor Partnership Company has not dissolved, terminated or liquidated, the right to receive the Transferor Partnership Membership Interests as a distribution in kind in satisfaction of the Transferor PartnersMembers' distribution rights under Section 8.2 of the BRI Partnership Agreement. If the Transferor Partnership Membership Interests are contributed by the BRI Partnership to a Subsidiary Entity (as defined in the BRI Partnership Agreement), the BRI Partnership shall cause such Subsidiary Entity, to take such actions as may be necessary to effectuate the foregoing right granted by the BRI Partnership to the Transferor PartnersMembers. (b) Until the expiration of the period (the "No Transfer Period") ending on the earlier of (I) such time as all of the Transferor Partners Members have redeemed all of the BRI Partnership Units received by the Transferor Partners Members hereunder for cash or for shares of BRI common stock or (II) seven (7) years from the Closing Date, neither the BRI Partnership nor BRI shall allow the sale or transfer of either the Transferor Partnership Membership Interests or the Property, except for (i) transfers that are fully tax-free to partnerships in which the BRI Partnership has an interest, (ii) exchanges that are fully tax-free pursuant to Section 1031 of the Code and (iii) involuntary transfers which shall include, without limitation, a foreclosure, a deed-in-lieu of foreclosure, a condemnation or a liquidation of the BRI Partnership or BRI, provided that in the event of a condemnation, the BRI Partnership shall use reasonable efforts to reinvest the net condemnation proceeds in accordance with Section 1033 of the Code and hold the same until the expiration of the No Transfer Period; and (iv) voluntary transfers arising in connection with any financing or refinancing of the Property, which shall include, without limitation, a mortgage, deed of trust, or any other related financing liens or security interests, the parties affirmatively acknowledging that there shall be no restriction on the financing or refinancing of the Property by the BRI Partnership. (c) Until The provisions of this Section 11.03 shall survive the expiration of the No Transfer Period, neither the BRI Partnership nor BRI shall allow the Transferor Partnership to refinance the Loan for an amount less than the outstanding principal balance of the Loan as of Closing or to make any payment of principal under the Loan, except as part of regularly scheduled amortization payments or as otherwise required by the holder of the Loan under the Loan Documents, or change the terms in a manner that would change the Loan from nonrecourse to recourse within the meaning of Section 752 of the Code and the regulations promulgated thereunder. (d) Section 704(c)indefinitely. SECTION 12 ---------- APPORTIONMENTS AND ADJUSTMENTS TO CONSIDERATION -----------------------------------------------

Post-Closing Agreements of the BRI Partnership. (a) The BRI Partnership hereby grants the Transferor Partners, in their capacity as a limited partner of the BRI Partnership and so long as the Transferor Partnership has not dissolved, terminated or liquidated, the right to receive the Transferor Partnership Interests as a distribution in kind in satisfaction of the Transferor Partners' distribution rights under Section 8.2 of the BRI Partnership Agreement. If the Transferor Partnership Interests are contributed by the BRI Partnership to a Subsidiary Entity (as defined in the BRI Partnership Agreement), the BRI Partnership shall cause such Subsidiary Entity, to take such actions as may be necessary to effectuate the foregoing right granted by the BRI Partnership to the Transferor Partners. (b) Until the expiration of the period (the "No Transfer Period") ending on the earlier of (I) such time as all of the Transferor Partners have redeemed all of the BRI Partnership Units received by the Transferor Partners hereunder for cash or for shares of BRI common stock or (II) seven (7) years from the Closing Date, neither the BRI Partnership nor BRI shall allow the sale or transfer of either the Transferor Partnership Interests or the Property, except for (i) transfers that are fully tax-free to partnerships in which the BRI Partnership has an interest, (ii) exchanges that are fully tax-free pursuant to Section 1031 of the Code and (iii) involuntary transfers which shall include, without limitation, a foreclosure, a deed-in-lieu of foreclosure, a condemnation or a liquidation of the BRI Partnership or BRI, provided that in the event of a condemnation, the BRI Partnership shall use reasonable efforts to reinvest the net condemnation proceeds in accordance with Section 1033 of the Code and hold the same until the expiration of the No Transfer Period. (c) Until the expiration of the No Transfer Period, neither the BRI Partnership nor BRI shall allow the Transferor Partnership to refinance the Loan for an amount less than the outstanding principal balance of the Loan as of Closing or to make any payment of principal under the Loan, except as part of regularly scheduled amortization payments payments, or except as contemplated in Section 11.04 hereof, or as otherwise required by the holder of the Loan under the Loan Documents, or change the terms in a manner that would change the Loan from nonrecourse to recourse within the meaning of Section 752 of the Code and the regulations promulgated thereunder. (d) Section 704(c)

Post-Closing Agreements of the BRI Partnership. (a) The BRI Partnership hereby grants the Transferor Partners, in their capacity as a limited partner of the BRI Partnership and so long as the Transferor Partnership has not dissolved, terminated or liquidated, the right to receive the Transferor Partnership Interests as a distribution in kind in satisfaction of the Transferor Partners' distribution rights under Section 8.2 of the BRI Partnership Agreement. If the Transferor Partnership Interests are contributed by the BRI Partnership to a Subsidiary Entity (as defined in the BRI Partnership Agreement), the BRI Partnership shall cause such Subsidiary Entity, to take such actions as may be necessary to effectuate the foregoing right granted by the BRI Partnership to the Transferor Partners. (b) Until the expiration of the period (the "No Transfer Period") ending on the earlier of (I) such time as all of the Transferor Partners have redeemed all of the BRI Partnership Units received by the Transferor Partners hereunder for cash or for shares of BRI common stock or (II) seven (7) years from the Closing Date, neither the BRI Partnership nor BRI shall allow the sale or transfer of either the Transferor Partnership Interests or the Property, except for (i) transfers that are fully tax-free to partnerships in which the BRI Partnership has an interest, (ii) exchanges that are fully tax-free pursuant to Section 1031 of the Code and (iii) involuntary transfers which shall include, without limitation, a foreclosure, a deed-in-lieu of foreclosure, a condemnation or a liquidation of the BRI Partnership or BRI, provided that in the event of a condemnation, the BRI Partnership shall use reasonable efforts to reinvest the net condemnation proceeds in accordance with Section 1033 of the Code and hold the same until the expiration of the No Transfer Period. (c) Until the expiration of the No Transfer Period, neither the BRI Partnership nor BRI shall allow the Transferor Partnership to refinance the Loan for an amount less than the outstanding principal balance of the Loan as of Closing or to make any payment of principal under the Loan, except as part of regularly scheduled amortization payments or as otherwise required by the holder of the Loan under the Loan Documents, or change the terms in a manner that would change the Loan from nonrecourse to recourse within the meaning of Section 752 of the Code and the regulations promulgated thereunder. (d) Section 704(c)

Post-Closing Agreements of the BRI Partnership. (a) The BRI Partnership hereby grants the Transferor PartnersCorporation, in their its capacity as a limited partner of the BRI Partnership and so long as the Transferor Partnership Corporation has not dissolved, terminated or liquidated, the right to receive the Transferor Partnership Interests Property as a distribution in kind in satisfaction of the Transferor Partners' Corporation's distribution rights under Section 8.2 of the BRI Partnership Agreement. If the Transferor Partnership Interests are Property is contributed by the BRI Partnership to a Subsidiary Entity (as defined in the BRI Partnership Agreement), the BRI Partnership shall cause such Subsidiary Entity, to take such actions as may be necessary to effectuate the foregoing right granted by the BRI Partnership to the Transferor PartnersCorporation. (b) Until the expiration of the period (the "No Transfer Period") ending on the earlier of (I) such time as all of the Transferor Partners have Corporation redeemed all of the BRI Partnership Units received by the Transferor Partners Corporation hereunder for cash or for shares of BRI common stock or (II) seven (7) years from the Closing Date, neither the BRI Partnership nor BRI shall allow the sale or transfer of either the Transferor Partnership Interests or the Property, except for (i) transfers that are fully tax-free to partnerships in which the BRI Partnership has an interest, (ii) exchanges that are fully tax-free pursuant to Section 1031 of the Code and (iii) involuntary transfers which shall include, without limitation, a foreclosure, a deed-in-lieu of foreclosure, a condemnation or a liquidation of the BRI Partnership or BRI, provided that in the event of a condemnation, the BRI Partnership shall use reasonable efforts to reinvest the net condemnation proceeds in accordance with Section 1033 of the Code and hold the same until the expiration of the No Transfer Period. (c) Until the expiration of the No Transfer Period, neither the BRI Partnership nor BRI shall allow the Transferor Partnership to refinance the Loan for an amount less than the outstanding principal balance of the Loan as of Closing or to make any payment of principal under the Loan, except as part of regularly scheduled amortization payments or as otherwise required by the holder of the Loan under the Loan Documents, or change the terms in a manner that would change the Loan from nonrecourse to recourse within the meaning of Section 752 of the Code and the regulations promulgated thereunder. (d) Section 704(c)