Common use of Specific Agreements Clause in Contracts

Specific Agreements. Notwithstanding any other provision of the Agreement to the contrary, upon liquidation of the Partnership, 1120 shall be required to contribute to the Partnership the deficit balance in its Capital Account computed in accordance with Sections 1.752-2(b)(1) and (2) of the Regulations; provided, however, that such contribution obligation shall not exceed $14,000,000 (the "Deficit Obligation"). 1120 specifically waives any right of contribution or subrogation with respect to such Deficit Obligation and neither the General Partner nor any other Partner or other Person shall be required to reimburse 1120 for such contribution. Irrespective of the balance in the Capital Account of 1120, 1120 agrees to indemnify the Partnership and the General Partner to the extent that the recourse obligations of the Partnership exceed the assets of the Partnership available to satisfy such recourse obligations. This indemnity obligation is intended to protect and hold the Partnership and the General Partner harmless for such recourse obligations without regard to obligations imposed on the General Partner under applicable state law or other contract provisions. This indemnity obligation shall be limited to $14,000,000 (the "Indemnity Obligation"). 1120 specifically waives any right of contribution from or subrogation against the General Partner or any other Partner and neither the Partnership nor any other Partner shall be required to contribute to or otherwise reimburse 1120 with respect to such indemnity. Upon payment of such indemnity, 1120's Capital Amount shall be credited with such payment only to the extent of any deficit in such Capital Account. Amounts paid to the Partnership pursuant to the Deficit Obligation or the Indemnity Obligation shall be used to satisfy the recourse obligations of the Partnership. Upon the sale, redemption, conversion or other disposition of the 1120 Units, the Deficit Obligation and the Indemnity Obligation of 1120 under this provision shall terminate; provided, however, a transferee of 1120 may, in its sole discretion, assume the Deficit Obligation and/or the Indemnity Obligation of 1120 and, in such event, the Deficit Obligation and the Indemnity Obligation shall be the obligation solely of such transferee (but 1120's obligation shall in all events be terminated as of the date of any disposition of its interest in the Partnership). Nothing herein shall in any way effect the sale, exchange or conversion rights of 1120 under the Agreement or under the Second Prior Amendment. XXXXXXX X-0 (WRIGXX XXXSTAD AGREEMENT)

Specific Agreements. Notwithstanding any other provision of the Agreement to the contrary, upon liquidation of the Partnership, 1120 each of the Additional Partners shall be required to contribute to the Partnership the deficit balance in its such party's Capital Account computed in accordance with Sections 1.752-2(b)(1) and (2) of the Regulations; provided, however, that such contribution obligation shall not exceed the amount by which the recourse obligations of the Partnership exceed the assets of the Partnership available to satisfy such recourse obligations and shall not exceed $14,000,000 4,154,000 with respect to Galbxxxxx xxx the lesser of the deficit balance in Broadway's Capital Account in "owner" at the date of "closing" reduced by any income allocated to Broadway after the date of Closing or $10,500,000 with respect to Broadway (collectively, the "Deficit Obligation"). 1120 Each of the Additional Limited Partners specifically waives any right of contribution or subrogation with respect to such Deficit Obligation and neither the General Partner nor any other Partner or other Person shall be required to reimburse 1120 the Additional Limited Partners for such contribution. Irrespective of the balance in the Capital Account of 1120, 1120 agrees to indemnify the Partnership and the General Partner to the extent that the recourse obligations of the Partnership exceed the assets of the Partnership available to satisfy such recourse obligations. This indemnity obligation is intended to protect and hold the Partnership and the General Partner harmless for such recourse obligations without regard to obligations imposed on the General Partner under applicable state law or other contract provisions. This indemnity obligation shall be limited to $14,000,000 (the "Indemnity Obligation"). 1120 specifically waives any right of contribution from or subrogation against the General Partner or any other Partner and neither the Partnership nor any other Partner shall be required to contribute to or otherwise reimburse 1120 with respect to such indemnitycontributions. Upon payment of such indemnityDeficit Obligation, 1120each Additional Limited Partner's Capital Amount Account shall be credited with such payment only to the extent of any deficit in such Capital Accountpayment. Amounts paid to the Partnership pursuant to the Deficit Obligation or the Indemnity Obligation shall be used to satisfy the recourse obligations of the Partnership. Upon the sale, redemption, conversion or other disposition of the 1120 UnitsGalbxxxxx xxx Broadway Units received by any Additional Limited Partner, the Deficit Obligation of such Additional Limited Partner shall be reduced in an amount equal to the percentage of the Galbxxxxx xxx Broadway Units owned by such Additional Limited Partner which were sold, redeemed, converted or otherwise disposed of by such Additional Limited Partner, and upon the Indemnity Obligation sale, redemption, conversion or other disposition of 1120 under this provision shall terminate; provided, however, a transferee of 1120 may, in its sole discretion, assume all the Deficit Obligation and/or the Indemnity Obligation of 1120 and, in such eventGalbxxxxx xxx Broadway Units received by any Additional Limited Partner, the Deficit Obligation and the Indemnity Obligation shall be the obligation solely of terminated with respect to such transferee (but 1120's obligation shall in all events be terminated as of the date of any disposition of its interest in the Partnership)Additional Limited Partner. Nothing herein in this Exhibit E-4 108 shall in any way effect the sale, exchange or conversion rights of 1120 the Additional Limited Partners under the Agreement or under this Exhibit E-4. In the Second Prior Amendmentcase of Galbxxxxx xxxy, certain partners of Galbxxxxx xxxll execute and deliver to the Partnership, and the Partnership shall accept, a Guarantee in the form agreed to by such Galbxxxxx xxxtners and the Partnership. 000 XXXXXXX X-0 (WRIGXX XXXSTAD XXXX XXXX XXXARE AGREEMENT)

Specific Agreements. Notwithstanding any other provision of the Agreement to the contrary, upon liquidation of the Partnership, 1120 shall be required to contribute to the Partnership the deficit balance in its Capital Account computed in accordance with Sections 1.752-2(b)(1) and (2) of the Regulations; provided, however, that such contribution obligation shall not exceed $14,000,000 (the "Deficit Obligation"). 1120 specifically waives any right of contribution or subrogation with respect to such Deficit Obligation and neither the General Partner nor any other Partner or other Person shall be required to reimburse 1120 for such contribution. Irrespective of the balance in the Capital Account of 1120, 1120 agrees to indemnify the Partnership and the General Partner to the extent that the recourse obligations of the Partnership exceed the assets of the Partnership available to satisfy such recourse obligations. This indemnity obligation is intended to protect and hold the Partnership and the General Partner harmless for such recourse obligations without regard to obligations imposed on the General Partner under applicable state law or other contract provisions. This indemnity obligation shall be limited to $14,000,000 (the "Indemnity Obligation"). 1120 specifically waives any right of contribution from or subrogation against the General Partner or any other Partner and neither the Partnership nor any other Partner shall be required to contribute to or otherwise reimburse 1120 with respect to such indemnity. Upon payment of such indemnity, 1120's Capital Amount shall be credited with such payment only to the extent of any deficit in such Capital Account. Amounts paid to the Partnership pursuant to the Deficit Obligation or the Indemnity Obligation shall be used to satisfy the recourse obligations of the Partnership. Upon the sale, redemption, conversion or other disposition of the 1120 Units, the Deficit Obligation and the Indemnity Obligation of 1120 under this provision shall terminate; provided, however, a transferee of 1120 may, in its sole discretion, assume the Deficit Obligation and/or the Indemnity Obligation of 1120 and, in such event, the Deficit Obligation and the Indemnity Obligation shall be the obligation solely of such transferee (but 1120's obligation shall in all events be terminated as of the date of any disposition of its interest in the Partnership). Nothing herein shall in any way effect the sale, exchange or conversion rights of 1120 under the Agreement or under the Second Prior Amendment. XXXXXXX X-0 (WRIGXX XXXSTAD AGREEMENT)

Specific Agreements. Notwithstanding any other provision of the Agreement to the contrary, upon liquidation of the Partnership, 1120 each of the Additional Partners shall be required to contribute to the Partnership the deficit balance in its such party's Capital Account computed in accordance with Sections 1.752-2(b)(1) and (2) of the Regulations; provided, however, that such contribution obligation shall not exceed the amount by which the recourse obligations of the Partnership exceed the assets of the Partnership available to satisfy such recourse obligations and shall not exceed $14,000,000 4,154,000 with respect to Galbxxxxx xxx the lesser of the deficit balance in Broadway's Capital Account in "owner" at the date of "closing" reduced by any income allocated to Broadway after the date of Closing or $10,500,000 with respect to Broadway (collectively, the "Deficit Obligation"). 1120 Each of the Additional Limited Partners specifically waives any right of contribution or subrogation with respect to such Deficit Obligation and neither the General Partner nor any other Partner or other Person shall be required to reimburse 1120 the Additional Limited Partners for such contribution. Irrespective of the balance in the Capital Account of 1120, 1120 agrees to indemnify the Partnership and the General Partner to the extent that the recourse obligations of the Partnership exceed the assets of the Partnership available to satisfy such recourse obligations. This indemnity obligation is intended to protect and hold the Partnership and the General Partner harmless for such recourse obligations without regard to obligations imposed on the General Partner under applicable state law or other contract provisions. This indemnity obligation shall be limited to $14,000,000 (the "Indemnity Obligation"). 1120 specifically waives any right of contribution from or subrogation against the General Partner or any other Partner and neither the Partnership nor any other Partner shall be required to contribute to or otherwise reimburse 1120 with respect to such indemnitycontributions. Upon payment of such indemnityDeficit Obligation, 1120each Additional Limited Partner's Capital Amount Account shall be credited with such payment only to the extent of any deficit in such Capital Accountpayment. Amounts paid to the Partnership pursuant to the Deficit Obligation or the Indemnity Obligation shall be used to satisfy the recourse obligations of the Partnership. Upon the sale, redemption, conversion or other disposition of the 1120 UnitsGalbxxxxx xxx Broadway Units received by any Additional Limited Partner, the Deficit Obligation of such Additional Limited Partner shall be reduced in an amount equal to the percentage of the Galbxxxxx xxx Broadway Units owned by such Additional Limited Partner which were sold, redeemed, converted or otherwise disposed of by such Additional Limited Partner, and upon the Indemnity Obligation sale, redemption, conversion or other disposition of 1120 under this provision shall terminate; provided, however, a transferee of 1120 may, in its sole discretion, assume all the Deficit Obligation and/or the Indemnity Obligation of 1120 and, in such eventGalbxxxxx xxx Broadway Units received by any Additional Limited Partner, the Deficit Obligation and the Indemnity Obligation shall be the obligation solely of terminated with respect to such transferee (but 1120's obligation shall in all events be terminated as of the date of any disposition of its interest in the Partnership)Additional Limited Partner. Nothing herein in this Exhibit E-4 100 shall in any way effect the sale, exchange or conversion rights of 1120 the Additional Limited Partners under the Agreement or under this Exhibit E-4. In the Second Prior Amendmentcase of Galbxxxxx xxxy, certain partners of Galbxxxxx xxxll execute and deliver to the Partnership, and the Partnership shall accept, a Guarantee in the form agreed to by such Galbxxxxx xxxtners and the Partnership. XXXXXXX X-0 (WRIGXX XXXSTAD XXXX XXXX XXXARE AGREEMENT)

Specific Agreements. Notwithstanding any other provision of the Agreement to the contrary, upon liquidation of the Partnership, 1120 each of the Additional Partners shall be required to contribute to the Partnership the deficit balance in its such party's Capital Account computed in accordance with Sections 1.752-2(b)(1) and (2) of the Regulations; provided, however, that such contribution obligation shall not exceed the amount by which the recourse obligations of the Partnership exceed the assets of the Partnership available to satisfy such recourse obligations and shall not exceed $14,000,000 4,154,000 with respect to Galbxxxxx xxx the lesser of the deficit balance in Broadway's Capital Account in "owner" at the date of "closing" reduced by any income allocated to Broadway after the date of Closing or $10,500,000 with respect to Broadway (collectively, the "Deficit Obligation"). 1120 Each of the Additional Limited Partners specifically waives any right of contribution or subrogation with respect to such Deficit Obligation and neither the General Partner nor any other Partner or other Person shall be required to reimburse 1120 the Additional Limited Partners for such contribution. Irrespective of the balance in the Capital Account of 1120, 1120 agrees to indemnify the Partnership and the General Partner to the extent that the recourse obligations of the Partnership exceed the assets of the Partnership available to satisfy such recourse obligations. This indemnity obligation is intended to protect and hold the Partnership and the General Partner harmless for such recourse obligations without regard to obligations imposed on the General Partner under applicable state law or other contract provisions. This indemnity obligation shall be limited to $14,000,000 (the "Indemnity Obligation"). 1120 specifically waives any right of contribution from or subrogation against the General Partner or any other Partner and neither the Partnership nor any other Partner shall be required to contribute to or otherwise reimburse 1120 with respect to such indemnitycontributions. Upon payment of such indemnityDeficit Obligation, 1120each Additional Limited Partner's Capital Amount Account shall be credited with such payment only to the extent of any deficit in such Capital Accountpayment. Amounts paid to the Partnership pursuant to the Deficit Obligation or the Indemnity Obligation shall be used to satisfy the recourse obligations of the Partnership. Upon the sale, redemption, conversion or other disposition of the 1120 UnitsGalbxxxxx xxx Broadway Units received by any Additional Limited Partner, the Deficit Obligation of such Additional Limited Partner shall be reduced in an amount equal to the percentage of the Galbxxxxx xxx Broadway Units owned by such Additional Limited Partner which were sold, redeemed, converted or otherwise disposed of by such Additional Limited Partner, and upon the Indemnity Obligation sale, redemption, conversion or other disposition of 1120 under this provision shall terminate; provided, however, a transferee of 1120 may, in its sole discretion, assume all the Deficit Obligation and/or the Indemnity Obligation of 1120 and, in such eventGalbxxxxx xxx Broadway Units received by any Additional Limited Partner, the Deficit Obligation and the Indemnity Obligation shall be the obligation solely of terminated with respect to such transferee (but 1120's obligation shall in all events be terminated as of the date of any disposition of its interest in the Partnership)Additional Limited Partner. Nothing herein in this Exhibit E-4 105 shall in any way effect the sale, exchange or conversion rights of 1120 the Additional Limited Partners under the Agreement or under this Exhibit E-4. In the Second Prior Amendmentcase of Galbxxxxx xxxy, certain partners of Galbxxxxx xxxll execute and deliver to the Partnership, and the Partnership shall accept, a Guarantee in the form agreed to by such Galbxxxxx xxxtners and the Partnership. XXXXXXX X-0 EXHIBIT E-5 (WRIGXX XXXSTAD PALO ALTO SQUARE AGREEMENT)