Common use of REPRESENTATIONS AND WARRANTIES 8 Clause in Contracts

REPRESENTATIONS AND WARRANTIES 8. Section 3.1 Representations and Warranties with Respect to the Company and the Operating Partnership 8 Section 3.2 Representations and Warranties of the Malkin Family Contributors 10 ARTICLE 4. COVENANTS 14 Section 4.1 Covenants of the Malkin Family Contributors 14 Section 4.2 Indemnification 15 Section 4.3 Commercially Reasonable Efforts 15 ARTICLE 5. MISCELLANEOUS 15 Section 5.1 Defined Terms 15 Section 5.2 Notices 18 Section 5.3 Counterparts 19 Section 5.4 Entire Agreement; Third-Party Beneficiaries 19 Section 5.5 Governing Law 20 Section 5.6 Amendment; Waiver 20 Section 5.7 Assignment 20 Section 5.8 Jurisdiction 20 Section 5.9 Severability 20 Section 5.10 Rules of Construction 21 Section 5.11 Time of the Essence 21 Section 5.12 Descriptive Headings 21 Section 5.13 No Personal Liability Conferred 21 Section 5.14 Changes to Form Agreements 21 Section 5.15 Further Assurances 22 Section 5.16 Reliance 22 Section 5.17 Survival 22 Section 5.18 Equitable Remedies; Limitation on Damages 22 EXHIBITS A Malkin Family Contributors, Public Contributing Entities and Participation Interests B Form of Registration Rights Agreement C Form of Lock-Up Agreement CONTRIBUTION AGREEMENT THIS CONTRIBUTION AGREEMENT (including all exhibits, hereinafter referred to as this “Agreement”) is made and entered into as of November 28, 2011 (the “Effective Date”) by and among Empire Realty Trust, Inc., a Maryland corporation (the “Company”), Empire Realty Trust, L.P., a Delaware limited partnership (the “Operating Partnership”), Xxxxxx Xxxxxxxx LLC (the “Supervisor”) and the other Persons affiliated with the Malkin Family Group (defined below) set forth on the signature pages hereto (individually, a “Malkin Family Contributor” and collectively, the “Malkin Family Contributors”). Terms used but not defined shall have the meanings ascribed to them in Section 5.1.

REPRESENTATIONS AND WARRANTIES 8. Section 3.1 BOP JV Entities Representations and Warranties with Respect to the Company and the Operating Partnership 8 Section 3.2 Investor Representations And Warranties 15 Section 3.3 Survival of Representations and Warranties of the Malkin Family Contributors 10 16 ARTICLE 4. COVENANTS 14 4 PRORATIONS AND COSTS 18 Section 4.1 Covenants of the Malkin Family Contributors 14 Adjustments 18 Section 4.2 Indemnification 15 Transfer Taxes 20 Section 4.3 Commercially Reasonable Efforts 15 Intent of Prorations 20 Section 4.4 Closing Costs 20 Section 4.5 Survival 21 ARTICLE 5. MISCELLANEOUS 15 5 DISCLAIMERS AND RELEASE 21 Section 5.1 Defined Terms 15 Disclaimers by the BOP JV Entities 21 Section 5.2 Notices 18 Sale “As Is, Where Is” 22 Section 5.3 Counterparts 19 Exculpation 22 ARTICLE 6 MISCELLANEOUS 23 Section 5.4 Entire Agreement; Third-6.1 Notices 23 Section 6.2 Governing Law 24 Section 6.3 Headings 24 Section 6.4 Counterpart Copies 24 Section 6.5 Binding Effect 25 Section 6.6 Assignment 25 Section 6.7 Third Party Beneficiaries 19 25 Section 5.5 Governing Law 20 6.8 Interpretation 25 Section 5.6 Amendment; Waiver 20 6.9 Entire Agreement 25 Section 5.7 Assignment 20 6.10 Amendment 25 Section 5.8 Jurisdiction 20 6.11 Severability 25 Section 5.9 Severability 20 6.12 Survival 25 Section 5.10 Rules 6.13 Tax Reduction Proceedings 25 Section 6.14 Prevailing Party Attorney’s Fees 25 EXHIBITS Exhibit A-1 – Description of Construction 21 Section 5.11 Time Domain Property Exhibit A-2 – Description of the Essence 21 Section 5.12 Descriptive Headings 21 Section 5.13 No Personal Liability Conferred 21 Section 5.14 Changes Nashville Property Exhibit B – Structure Charts Exhibit C Consideration Values SCHEDULES Schedule 3.1.6 – Pending Assessments Schedule 3.1.7(ii) – Permits Schedule 3.1.8 – Affiliate Contracts Schedule 3.1.9(i) – Rent Roll in respect to Form each Property Schedule 3.1.9(ii) – Security Deposits Schedule 3.1.9(iii) – List of Lease Defaults, and Other Matters if any Schedule 3.1.9(iv) – Tenant Improvements and Tenant Work Allowances Schedule 3.1.10 – Capital Projects Schedule 3.1.11 – List of Environmental Reports Schedule 3.1.12 – Litigation Schedule 3.1.13 – Existing Debt Schedule 3.1.18 – Insurance Policies Schedule 3.1.19 – Financial Statements Schedule 3.1.20 – Brokerage Agreements 21 Section 5.15 Further Assurances 22 Section 5.16 Reliance 22 Section 5.17 Survival 22 Section 5.18 Equitable Remedies; Limitation on Damages 22 EXHIBITS A Malkin Family Contributors, Public Contributing Entities and Participation Interests B Form of Registration Rights Agreement C Form of Lock-Up Agreement Schedule 3.1.22 – Foreign Persons Schedule 3.1.25A – Property Owner Title Insurance Policies CONTRIBUTION AGREEMENT THIS CONTRIBUTION AGREEMENT (including all exhibits, hereinafter referred to as this “Agreement”) is made and entered into as of November 282, 2011 2021, by and among BOP Nest Domain JV LLC, a Delaware limited liability company (“BOP Domain JV”), BOP Nest Nashville JV LLC, a Delaware limited liability company (“BOP Nashville JV” and, together with BOP Domain JV, each a “BOP JV Entity” and collectively the “BOP JV Entities”), BOP Nest Domain LLC, a Delaware limited liability company (the “Effective Date”) by and among Empire Realty Trust, Inc., a Maryland corporation (the “Domain Company”), Empire Realty TrustBOP Nest Nashville LLC, a Delaware limited liability company (the “Nashville Company”, and, collectively with the Domain Company, the “Companies”), and Brookfield REIT Operating Partnership L.P. (formerly Oaktree Real Estate Income Trust Holdings, L.P.), a Delaware limited partnership (the “Operating PartnershipInvestor”), Xxxxxx Xxxxxxxx LLC (the “Supervisor”) and the other Persons affiliated with the Malkin Family Group (defined below) set forth on the signature pages hereto (individually, a “Malkin Family Contributor” and collectively, the “Malkin Family Contributors”). Terms used but not defined shall have the meanings ascribed to them in Section 5.1.

REPRESENTATIONS AND WARRANTIES 8. Section 3.1 Representations and Warranties with Respect to the Company and the Operating Partnership 8 Section 3.2 3.01. Representations and Warranties of the Malkin Family Contributors 10 ARTICLE 4Company 8 Section 3.02. COVENANTS 14 Section 4.1 Covenants Representations and Warranties of the Malkin Family Contributors 14 Section 4.2 Indemnification 15 Section 4.3 Commercially Reasonable Efforts 15 Purchaser 16 ARTICLE 5. MISCELLANEOUS 15 Section 5.1 Defined Terms 15 Section 5.2 Notices 18 Section 5.3 Counterparts IV ADDITIONAL AGREEMENTS 19 Section 5.4 4.01. Taking of Necessary Action 19 Section 4.02. Intentionally Omitted 19 Section 4.03. Intentionally Omitted 19 Section 4.04. Securities Laws 19 Section 4.05. Lost, Stolen, Destroyed or Mutilated Securities 19 Section 4.06. Intentionally Omitted 19 Section 4.07. Intentionally Omitted 19 Section 4.08. Intentionally Omitted 19 Section 4.09. Financing Cooperation 20 Section 4.10. Certain Tax Matters 21 Section 4.11. Intentionally Omitted 21 Section 4.12. Intentionally Omitted 21 Section 4.13. Intentionally Omitted 21 Section 4.14. Intentionally Omitted 21 Section 4.15. Intentionally Omitted 21 Section 4.16. Intentionally Omitted 21 Section 4.17. Intentionally Omitted 21 Section 4.18. Intentionally Omitted 22 Section 4.19. Indenture Amendments and Supplements; Cooperation 22 Section 4.20. Intentionally Omitted 22 Section 4.21. Tax Treatment 22 Section 4.22. Indemnification 22 Section 4.23. Intentionally Omitted 24 Section 4.24. Intentionally Omitted 24 ARTICLE V INTENTIONALLY OMITTED 24 ARTICLE VI MISCELLANEOUS 24 Section 6.01. Survival of Representations and Warranties 24 Section 6.02. Notices 24 Section 6.03. Entire Agreement; Third-Third Party Beneficiaries 19 Beneficiaries; Amendment 26 Section 5.5 6.04. Counterparts 26 Section 6.05. Public Announcements 26 Section 6.06. Expenses 26 Section 6.07. Successors and Assigns 27 Section 6.08. Governing Law 20 Section 5.6 AmendmentLaw; Jurisdiction; Waiver 20 of Jury Trial 27 Section 5.7 Assignment 20 6.09. Severability 28 Section 5.8 Jurisdiction 20 6.10. Specific Performance 28 Section 5.9 Severability 20 6.11. Headings 29 Section 5.10 Rules of Construction 21 Section 5.11 Time of the Essence 21 Section 5.12 Descriptive Headings 21 Section 5.13 No Personal Liability Conferred 21 Section 5.14 Changes to Form Agreements 21 Section 5.15 Further Assurances 22 Section 5.16 Reliance 22 Section 5.17 Survival 22 Section 5.18 Equitable Remedies; Limitation on Damages 22 EXHIBITS A Malkin Family Contributors, Public Contributing Entities and Participation Interests B 6.12. Non-Recourse 29 Exhibit A: Form of Registration Rights Agreement C Indenture Exhibit B-1: Form of LockJoinder (Closing Assignments to Affiliates of Purchaser) Exhibit B-2: Form of Joinder (Post-Up Closing Assignments to Affiliates of Purchaser) Exhibit C: Form of Issuer Agreement CONTRIBUTION INVESTMENT AGREEMENT THIS CONTRIBUTION This INVESTMENT AGREEMENT (including all exhibitsas amended, hereinafter referred restated, supplemented or otherwise modified from time to as time, this “Agreement”) is made and entered into ), dated as of November 28July 31, 2011 (the “Effective Date”) 2020, is by and among Empire Realty Trust(i) AMC Entertainment Holdings, Inc., a Maryland Delaware corporation (together with any successor or assign pursuant to Section 6.07, the “Company”), Empire Realty Trust) and (ii) SLA Avatar Holdings Holdco, L.P., a Delaware limited partnership (the “Operating Partnership”)together, Xxxxxx Xxxxxxxx LLC (the “Supervisor”) with each of its successors and the other Persons affiliated any of its Affiliates that become a Purchaser party hereto in accordance with the Malkin Family Group (defined below) set forth on the signature pages hereto (individually, a “Malkin Family Contributor” and collectivelySection 6.07, the “Malkin Family ContributorsPurchaser”). Terms Capitalized terms not otherwise defined where used but not defined shall have the meanings ascribed to them hereto in Section 5.1.Article I.