Common use of Authority; Noncontravention; Consents Clause in Contracts

Authority; Noncontravention; Consents. The ZML REIT has the requisite corporate or trust power and authority to enter into this Agreement and, including approval of this Agreement by the vote of the holders of such ZML REIT's ZML REIT Shares required to approve this Agreement and the transactions contemplated hereby (the "ZML REIT Shareholder Approvals"), to consummate the transactions contemplated by this Agreement to which the ZML REIT is a party. The execution and delivery of this Agreement by the ZML REIT and the consummation by the ZML REIT of the transactions contemplated by this Agreement to which the ZML REIT is a party have been duly authorized by all necessary corporate or trust action on the part of the ZML REIT. This Agreement has been duly executed and delivered by the ZML REIT and constitutes a valid and binding obligation of the ZML REIT, enforceable against the ZML REIT in accordance with its terms. Except as set forth in Schedule 3.1(c) attached hereto, the execution and delivery of this Agreement by the ZML REIT do not, and the consummation of the transactions contemplated by this Agreement to which the ZML REIT is a party and compliance by the ZML REIT with the provisions of this Agreement will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any lien upon any of the properties or assets of the ZML REIT under, (i) the Certificate of Incorporation or Declaration of Trust, as applicable, or the Bylaws of the ZML REIT, (ii) any loan or credit agreement, note, bond, mortgage, indenture, reciprocal easement agreement, lease or other agreement, instrument, permit, concession, contract, franchise or license applicable to the ZML REIT or its properties or assets or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule or regulation (collectively, "Laws") applicable to the ZML REIT or its properties or assets, other than, in the case of clause (ii) or (iii), any such conflicts, violations, defaults, rights or liens that individually or in the aggregate would not (x) have a ZML REIT Material Adverse Effect or (y) prevent the consummation of the transactions contemplated by this Agreement. No consent, approval, order or authorization of, or registration, declaration or filing with, any federal, state or local government or any court, administrative or regulatory agency or commission or other governmental authority or agency, domestic or foreign (a "Governmental Entity"), is required by or with respect to the ZML REIT in connection with the execution and delivery of this Agreement by the ZML REIT or the consummation by the ZML REIT of the transactions contemplated by this Agreement, except for (i) the filing of the Articles of Merger with the SDAT and the Certificates of Merger with the Secretary of State of the State of Delaware and (ii) such other consents, approvals, orders, authorizations, registrations, declarations and filings (A) as are set forth in Schedule 3.1(c), (B) as may be required under (x) federal, state or local environmental laws or (y) the "blue sky" laws of various states or (C) which, if not obtained or made, would not prevent or delay in any material respect the consummation of any of the transactions contemplated by this Agreement or otherwise prevent the ZML REIT from performing its obligations under this Agreement in any material respect or have, individually or in the aggregate, a ZML REIT Material Adverse Effect.

Authority; Noncontravention; Consents. The ZML REIT SCG has the requisite corporate or trust power and authority to enter into this Agreement and, including approval of this Agreement by the vote of the holders of such ZML REIT's ZML REIT Shares required to approve this Agreement and the transactions contemplated hereby (the "ZML REIT Shareholder Approvals"), to consummate the transactions contemplated by this Agreement to which the ZML REIT is a partyAgreement. The execution and delivery of this Agreement by the ZML REIT SCG and the consummation by the ZML REIT SCG of the transactions contemplated by this Agreement to which the ZML REIT is a party hereby have been duly authorized by all necessary corporate or trust action on the part of the ZML REITSCG. This Agreement has been duly executed and delivered by the ZML REIT SCG and constitutes a the valid and binding obligation of the ZML REITSCG, enforceable against the ZML REIT SCG in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally and to general principles of equity. Except as set forth in Schedule 3.1(c) attached hereto, the The execution and delivery of this Agreement by the ZML REIT do SCG does not, and the consummation of the transactions contemplated by this Agreement to which the ZML REIT is a party hereby and compliance by the ZML REIT SCG, with the provisions of this Agreement does not and will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any lien Lien upon any of the properties or assets of the ZML REIT SCG under, (i) the Certificate amended and restated limited liability company agreement of Incorporation or Declaration of Trust, as applicable, or the Bylaws of the ZML REITSCG, (ii) any loan or credit agreement, note, bond, mortgage, indenture, reciprocal easement agreement, lease or other agreement, instrument, permit, concession, contract, franchise or license applicable to the ZML REIT SCG or its properties or assets or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule or regulation (collectively, "Laws") Laws applicable to the ZML REIT or its properties or assetsSCG, other than, in the case of clause (ii) or (iii), any such conflicts, violations, defaults, rights or liens Liens that individually or in the aggregate would not (x) have reasonably be expected to result in a ZML REIT Material Adverse Effect material adverse effect on the business, properties, financial condition or results of operations or prospects of SCG (an "SCG MATERIAL ADVERSE EFFECT") or (y) materially delay or prevent the consummation of the transactions contemplated by this AgreementContribution Transactions. No consent, approval, order or authorization of, or registration, declaration or filing with, any federal, state or local government or any court, administrative or regulatory agency or commission or other governmental authority or agency, domestic or foreign (a "Governmental Entity"), Entity is required by or with respect to the ZML REIT SCG in connection with the execution and delivery of this Agreement by the ZML REIT SCG or the consummation by the ZML REIT SCG of any of the transactions contemplated by this Agreement, except for (i) the filing of the Articles of Merger with the SDAT and the Certificates of Merger with the Secretary of State of the State of Delaware and (ii) such other consents, approvals, orders, authorizations, registrations, declarations and filings (A) as are set forth in Schedule 3.1(c), (B) as may be required under (x) federal, state or local environmental laws or (y) the "blue sky" laws of various states or (C) hereby which, if not obtained or made, would not prevent or delay in any material respect the consummation of the Contribution Transactions or any of the transactions contemplated by this Agreement or otherwise prevent the ZML REIT SCG from performing its obligations under this Agreement in any material respect or havereasonably be expected to result in, individually or in the aggregate, a ZML REIT an SCG Material Adverse Effect.

Authority; Noncontravention; Consents. The ZML REIT (a) Merry Land has the requisite corporate or trust power and authority to enter into this Agreement and, including approval of this Agreement by subject to the affirmative vote of at least a majority of the holders of such ZML REIT's ZML REIT outstanding Merry Land Common Shares required entitled to vote thereon to approve this Agreement and the transactions contemplated hereby Merger (the "ZML REIT Merry Land Shareholder Approvals"), to consummate the transactions contemplated by this Agreement to which the ZML REIT Merry Land or any Merry Land Subsidiary is a party. The execution and delivery of this Agreement by the ZML REIT Merry Land or any Merry Land Subsidiary and the consummation by the ZML REIT Merry Land of the transactions contemplated by this Agreement to which the ZML REIT Merry Land or any Merry Land Subsidiary is a party have been duly authorized by all necessary corporate or trust action on the part of Merry Land or such Merry Land Subsidiary, subject to the ZML REITMerry Land Shareholder Approvals. This Agreement has been duly executed and delivered by the ZML REIT Merry Land and constitutes a valid and binding obligation of the ZML REITMerry Land, enforceable against the ZML REIT Merry Land in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors' rights and general principles of equity. (b) Except as set forth in Schedule 3.1(c) attached hereto2.5 to the Merry Land Disclosure Letter, the execution and delivery of this Agreement by the ZML REIT Merry Land do not, and the consummation of the transactions contemplated by this Agreement to which the ZML REIT Merry Land or any Merry Land Subsidiary is a party and compliance by the ZML REIT Merry Land with the provisions of this Agreement will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any material obligation or to loss of a material benefit under, or result in the creation of any lien Lien upon any of the properties or assets of the ZML REIT Merry Land or any Merry Land Subsidiary under, (i) the Certificate Articles of Incorporation or Declaration of Trust, as applicable, or the Bylaws of Merry Land or the ZML REITcomparable charter or organizational documents or partnership or similar agreement (as the case may be) of any Merry Land Subsidiary, in each case as amended or supplemented to the date of this Agreement, (ii) any loan or credit agreement, note, bond, mortgage, indenture, reciprocal easement agreement, lease or other agreement, instrument, permit, concession, contract, franchise or license applicable to the ZML REIT Merry Land or its any Merry Land Subsidiary or their respective properties or assets or (iii) subject to the governmental filings and other matters referred to in the following A-6 169 sentence, any judgment, order, decree, statute, law, ordinance, rule or regulation (collectively, "Laws") applicable to the ZML REIT Merry Land or its any Merry Land Subsidiary, or their respective properties or assets, other than, in the case of clause (ii) or (iii), any such conflicts, violations, defaults, rights rights, loss or liens Liens that individually or in the aggregate would not (x) have a ZML REIT Merry Land Material Adverse Effect or (y) prevent the consummation of the transactions contemplated by this Agreement. No Except as set forth on Schedule 2.5 to the Merry Land Disclosure Letter, no consent, approval, order or authorization of, or registration, declaration or filing with, any federal, state or local government or any court, administrative or regulatory agency or commission or other governmental authority or agency, domestic or foreign (a "Governmental Entity"), is required by or with respect to the ZML REIT Merry Land or any Merry Land Subsidiary in connection with the execution and delivery of this Agreement by the ZML REIT Merry Land or the consummation by the ZML REIT Merry Land of the transactions contemplated by this Agreement, except for (i) the filing with the Securities and Exchange Commission (the "SEC") of (x) a joint proxy statement relating to the approval by Merry Land's shareholders and EQR's shareholders of the transactions contemplated by this Agreement (as amended or supplemented from time to time, the "Proxy Statement"), (y) registration statements on appropriate forms under the Securities Act of 1933, as amended (the "Securities Act"), and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and (z) such reports under Section 13(a) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement, (ii) the filing of listing applications with the New York Stock Exchange Inc. ("NYSE") with respect to the shares of beneficial interest of the Surviving Trust to be issued in the Merger, (iii) the filing of the Articles of Merger with the SDAT and Department, (iv) the Certificates filing of the Certificate of Merger with the Secretary of State of the State of Delaware State, and (iiv) such other consents, approvals, orders, authorizations, registrations, declarations and filings (A) as are set forth in Schedule 3.1(c)2.5 to the Merry Land Disclosure Letter, (B) as may be required under (xy) federal, state or local environmental laws laws, or (yz) the "blue sky" laws of various states states, to the extent applicable, or (C) which, if not obtained or made, would not prevent or delay in any material respect the consummation of any of the transactions contemplated by this Agreement or otherwise prevent the ZML REIT Merry Land or any Merry Land Subsidiary from performing its obligations under this Agreement in any material respect or have, individually or in the aggregate, a ZML REIT Merry Land Material Adverse Effect.. (c) Merry Land is making no representation or warranty in this Section 2.5 with respect to any matters or approvals required for any Alternative Merger. (d) For purposes of determining compliance with the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "Hart-Xxxxx Xxx"), Merry Land confirms that, with the exception of the Transferred Properties, the only real property owned by Merry Land consists of office and residential properties and unproductive real property, as such terms are used in the Hart-Xxxxx Xxx. 2.6 SEC DOCUMENTS; FINANCIAL STATEMENTS; UNDISCLOSED LIABILITIES. Merry Land has filed all required reports, schedules, forms, statements and other documents with the SEC since January 1, 1992 through the date hereof (the "Merry Land SEC Documents"). Schedule 2.6 of the Merry Land Disclosure Letter contains a complete list of all Merry Land SEC Documents filed by Merry Land with the SEC since January 1, 1992 and on or prior to the date of this Agreement. All of the Merry Land SEC Documents (other than preliminary material), as of their respective filing dates, complied in all material respects with all applicable requirements of the Securities Act and the Exchange Act and, in each case, the rules and regulations promulgated thereunder applicable to such Merry Land SEC Documents. None of the Merry Land SEC Documents at the time of filing contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except to the extent such statements have been modified or superseded by later Merry Land SEC Documents filed and publicly available prior to the date of this Agreement. The consolidated financial statements of Merry Land included in the Merry Land SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles ("GAAP") (except, in the case of unaudited statements, as permitted by the applicable rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented, in accordance with the A-7 170 applicable requirements of GAAP and the applicable rules and regulations of the SEC, the consolidated financial position of Merry Land and the Merry Land Subsidiaries, as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Merry Land has no Merry Land Subsidiaries which are not consolidated for accounting purposes. Except for liabilities and obligations set forth in the Merry Land SEC Documents or in Schedule 2.6 to the Merry Land Disclosure Letter, neither Merry Land nor any of the Merry Land Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a consolidated balance sheet of Merry Land or in the notes thereto and which, individually or in the aggregate, would have a Merry Land Material Adverse Effect. On the date of this Agreement, Spinco has no material assets or liabilities. 2.7

Authority; Noncontravention; Consents. The ZML REIT TriNet has the requisite corporate or trust power and authority to enter into this Agreement and each Ancillary Agreement to which TriNet is a party and, including approval of this Agreement by the vote subject to receipt of the holders of such ZML REIT's ZML REIT Shares required to approve this Agreement and the transactions contemplated hereby (the "ZML REIT TriNet Shareholder Approvals")Approval, to consummate the transactions contemplated by this Agreement (including the Ancillary Agreements to which the ZML REIT TriNet is a party). The execution and delivery of this Agreement and any other agreement contemplated by this Agreement (including the ZML REIT Ancillary Agreements to which TriNet is a party) by TriNet and the consummation by the ZML REIT TriNet of the transactions contemplated by this Agreement to which the ZML REIT is a party hereby and thereby have been duly authorized by all necessary corporate or trust action on the part of TriNet, subject to receipt of the ZML REITTriNet Shareholder Approval. This Agreement has and each Ancillary Agreement to which TriNet is a party have been duly executed and delivered by TriNet and constitute the ZML REIT and constitutes a valid and binding obligation obligations of the ZML REIT, TriNet enforceable against the ZML REIT TriNet in accordance with its their terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally and to general principles of equity. Except as set forth in Schedule 3.1(c) attached hereto, the The execution and delivery of this Agreement and each Ancillary Agreement to which TriNet is a party by the ZML REIT do TriNet does not, and the consummation of the transactions contemplated by this Agreement to which the ZML REIT is a party hereby and thereby and compliance by the ZML REIT TriNet with the provisions of this Agreement and each Ancillary Agreement to which TriNet is a party does not and will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any material obligation or to loss of a material benefit under, or result in the creation of any lien Lien upon any of the properties or assets of the ZML REIT TriNet or any TriNet Subsidiary under, (i) the Certificate charter or bylaws of Incorporation or Declaration of Trust, as applicable, TriNet or the Bylaws comparable charter or organizational documents or partnership or similar agreement (as the case may be) of any TriNet Subsidiary, each as amended, restated or supplemented to the ZML REIT, date of this Agreement; (ii) any loan or credit agreement, note, bond, mortgage, indenture, reciprocal easement agreement, lease or other agreement, instrument, permit, concession, contract, franchise or license applicable to the ZML REIT TriNet or its any TriNet Subsidiary or their respective properties or assets or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule or regulation (collectively, "LawsLAWS") applicable to the ZML REIT TriNet, any TriNet Subsidiary or its their respective properties or assets, other than, in the case of clause (ii) or (iii), any such conflicts, violations, defaults, rights or liens Liens that individually or in the aggregate would not (x) have reasonably be expected to result in a ZML REIT TriNet Material Adverse Effect or (y) materially delay or prevent the consummation of the transactions contemplated by this AgreementMerger. No consent, approval, order or authorization of, or registration, declaration or filing with, any federal, state or local government or any court, administrative or regulatory agency or commission or other governmental authority or agency, domestic or foreign agency (a "Governmental EntityGOVERNMENTAL ENTITY"), is required by or with respect to the ZML REIT TriNet or any TriNet Subsidiary in connection with the execution and delivery of this Agreement or any Ancillary Agreement to which TriNet is a party or the other agreements contemplated by the ZML REIT this Agreement by TriNet or the consummation by TriNet and the ZML REIT TriNet Subsidiaries of any of the other transactions contemplated by this Agreementhereby and thereby, except for (i) the filing with the SEC of (x) a joint proxy statement relating to the approval by TriNet's shareholders and Starwood's shareholders of the transactions contemplated by this Agreement and, as to Starwood's shareholders, the Incorporation Merger Agreement and the Advisor Transaction Agreement (as amended or supplemented from time to time, the "PROXY STATEMENT") and a registration statement relating to the issuance of the Merger Consideration and the New Starwood Common Stock to be issued in the Advisor Transaction (the "REGISTRATION STATEMENT"), and (y) such reports under Section 13 and 16 of the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), as may be required in connection with this Agreement and the transactions contemplated by this Agreement, (ii) the acceptance for record of the Articles of Merger for the Merger by the SDAT, (iii) such filings as may be required in connection with the SDAT payment of any Transfer and the Certificates of Merger with the Secretary of State of the State of Delaware Gains Taxes (as defined below), and (iiiv) such other consents, approvals, orders, authorizations, registrations, declarations and filings (A) as are set forth in Schedule 3.1(c), Section 3.1(d) of the TriNet Disclosure Letter or (BA) as may be required under (x) federal, state state, local or local foreign environmental laws or (y) the "blue sky" laws of various states or (CB) which, if not obtained or made, would not prevent or delay in any material respect the consummation of any of the transactions contemplated by this Agreement or any Ancillary Agreement or otherwise prevent the ZML REIT TriNet from performing its obligations under this Agreement hereunder or thereunder in any material respect or havebe reasonably expected to result, individually or in the aggregate, in a ZML REIT TriNet Material Adverse Effect.

Authority; Noncontravention; Consents. The ZML REIT TriNet has the requisite corporate or trust power and authority to enter into this Agreement and each Ancillary Agreement to which TriNet is a party and, including approval of this Agreement by the vote subject to receipt of the holders of such ZML REIT's ZML REIT Shares required to approve this Agreement and the transactions contemplated hereby (the "ZML REIT TriNet Shareholder Approvals")Approval, to consummate the transactions contemplated by this Agreement (including the Ancillary Agreements to which the ZML REIT TriNet is a party). The execution and delivery of this Agreement and any other agreement contemplated by this Agreement (including the ZML REIT Ancillary Agreements to which TriNet is a party) by TriNet and the consummation by the ZML REIT TriNet of the transactions contemplated by this Agreement to which the ZML REIT is a party hereby and thereby have been duly authorized by all necessary corporate or trust action on the part of TriNet, subject to receipt of the ZML REITTriNet Shareholder Approval. This Agreement has and each Ancillary Agreement to which TriNet is a party have been duly executed and delivered by TriNet and constitute the ZML REIT and constitutes a valid and binding obligation obligations of the ZML REIT, TriNet enforceable against the ZML REIT TriNet in accordance with its their terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally and to general principles of equity. Except as set forth in Schedule 3.1(c) attached hereto, the The execution and delivery of this Agreement and each Ancillary Agreement to which TriNet is a party by the ZML REIT do TriNet does not, and the consummation of the transactions contemplated by this Agreement to which the ZML REIT is a party hereby and thereby and compliance by the ZML REIT TriNet with the provisions of this Agreement and each Ancillary Agreement to which TriNet is a party does not and will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any material obligation or to loss of a material benefit under, or result in the creation of any lien Lien upon any of the properties or assets of the ZML REIT TriNet or any TriNet Subsidiary under, (i) the Certificate charter or bylaws of Incorporation or Declaration of Trust, as applicable, TriNet or the Bylaws comparable charter or organizational documents or partnership or similar agreement (as the case may be) of any TriNet Subsidiary, each as amended, restated or supplemented to the ZML REIT, date of this Agreement; (ii) any loan or credit agreement, note, bond, mortgage, indenture, reciprocal easement agreement, lease or other agreement, instrument, permit, concession, contract, franchise or license applicable to the ZML REIT TriNet or its any TriNet Subsidiary or their respective properties or assets or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule or regulation (collectively, "Laws") applicable to the ZML REIT TriNet, any TriNet Subsidiary or its their respective properties or assets, other than, in the case of clause (ii) or (iii), any such conflicts, violations, defaults, rights or liens Liens that individually or in the aggregate would not (x) have reasonably be expected to result in a ZML REIT TriNet Material Adverse Effect or (y) materially delay or prevent the consummation of the transactions contemplated by this AgreementMerger. No consent, approval, order or authorization of, or registration, declaration or filing with, any federal, state or local government or any court, administrative or regulatory agency or commission or other governmental authority or agency, domestic or foreign agency (a "Governmental Entity"), is required by or with respect to the ZML REIT TriNet or any TriNet Subsidiary in connection with the execution and delivery of this Agreement or any Ancillary Agreement to which TriNet is a party or the other agreements contemplated by the ZML REIT this Agreement by TriNet or the consummation by TriNet and the ZML REIT TriNet Subsidiaries of any of the other transactions contemplated by this Agreementhereby and thereby, except for (i) the filing with the SEC of (x) a joint proxy statement relating to the approval by TriNet's shareholders and Starwood's shareholders of the transactions contemplated by this Agreement and, as to Starwood's shareholders, the Incorporation Merger Agreement and the Advisor Transaction Agreement (as amended or supplemented from time to time, the "Proxy Statement") and a registration statement relating to the issuance of the Merger Consideration and the New Starwood Common Stock to be issued in the Advisor Transaction (the "Registration Statement"), and (y) such reports under Section 13 and 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as may be required in connection with this Agreement and the transactions contemplated by this Agreement, (ii) the acceptance for record of the Articles of Merger for the Merger by the SDAT, (iii) such filings as may be required in connection with the SDAT payment of any Transfer and the Certificates of Merger with the Secretary of State of the State of Delaware Gains Taxes (as defined below), and (iiiv) such other consents, approvals, orders, authorizations, registrations, declarations and filings (A) as are set forth in Schedule 3.1(c), Section 3.1(d) of the TriNet Disclosure Letter or (BA) as may be required under (x) federal, state state, local or local foreign environmental laws or (y) the "blue sky" laws of various states or (CB) which, if not obtained or made, would not prevent or delay in any material respect the consummation of any of the transactions contemplated by this Agreement or any Ancillary Agreement or otherwise prevent the ZML REIT TriNet from performing its obligations under this Agreement hereunder or thereunder in any material respect or havebe reasonably expected to result, individually or in the aggregate, in a ZML REIT TriNet Material Adverse Effect.

Authority; Noncontravention; Consents. The ZML REIT (a) EQR has the requisite corporate or trust power and authority to enter into this Agreement and, including approval of this Agreement by subject to the affirmative vote of at least a majority of the holders of such ZML REIT's ZML REIT outstanding EQR Common Shares required entitled to vote thereon to approve this Agreement and the transactions contemplated hereby Merger (the "ZML REIT EQR Shareholder Approvals" and, together with the Merry Land Shareholder Approvals, the "Shareholder Approvals"), to consummate the transactions contemplated by this Agreement to which the ZML REIT EQR is a party. The execution and delivery of this Agreement by the ZML REIT EQR and the consummation by the ZML REIT EQR of the transactions contemplated by this Agreement to which the ZML REIT EQR is a party have been duly authorized by all necessary corporate or trust action on the part of EQR, subject to the ZML REITEQR Shareholder Approvals. This Agreement has been duly executed and delivered by the ZML REIT EQR and constitutes a valid and binding obligation of the ZML REITEQR, enforceable against the ZML REIT EQR in accordance with its terms, A-19 182 subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors' rights and general principles of equity. (b) Except as set forth in Schedule 3.1(c) attached hereto3.5 to the EQR Disclosure Letter, the execution and delivery of this Agreement by the ZML REIT EQR do not, and the consummation of the transactions contemplated by this Agreement to which the ZML REIT EQR is a party and compliance by the ZML REIT EQR with the provisions of this Agreement will not, conflict with, or result in any violation of, of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any material obligation or to loss of a material benefit under, or result in the creation of any lien Lien upon any of the properties or assets of the ZML REIT EQR or any EQR Subsidiary under, (i) the Certificate of Incorporation or Second Amended and Restated Declaration of Trust, as applicable, Trust or Second Amended and Restated Bylaws of EQR or the Bylaws comparable charter or organizational documents or partnership or similar agreement (as the case may be) of any other EQR Subsidiary, each as amended or supplemented to the ZML REITdate of this Agreement, (ii) any loan or credit agreement, note, bond, mortgage, indenture, reciprocal easement agreement, lease or other agreement, instrument, permit, concession, contract, franchise or license applicable to the ZML REIT EQR or its any EQR Subsidiary or their respective properties or assets or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule or regulation (collectively, "Laws") Laws applicable to the ZML REIT EQR or its any EQR Subsidiary or their respective properties or assets, other than, in the case of clause (ii) or (iii), any such conflicts, violations, defaults, rights rights, loss or liens Liens that individually or in the aggregate would not (x) have a ZML REIT an EQR Material Adverse Effect or (y) prevent the consummation of the transactions contemplated by this Agreement. No consent, approval, order or authorization of, or registration, declaration or filing with, any federal, state or local government or any court, administrative or regulatory agency or commission or other governmental authority or agency, domestic or foreign (a "Governmental Entity"), Entity is required by or with respect to the ZML REIT EQR or any EQR Subsidiary in connection with the execution and delivery of this Agreement by the ZML REIT or the consummation by the ZML REIT EQR of any of the transactions contemplated by this Agreement, except for (i) the filing with the SEC of (x) the Proxy Statement and (y) such reports under Section 13(a) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement, (ii) the filing of the Articles of Merger with the SDAT and Department, (iii) the Certificates filing of the Certificate of Merger with the Secretary of State State, (iv) such filings as may be required in connection with the payment of the State of Delaware any transfer and gains taxes and (iiv) such other consents, approvals, orders, authorizations, registrations, declarations and filings (A) as are set forth in Schedule 3.1(c), 3.5 to the EQR Disclosure Letter or (B) as may be required under (x) federal, state or local environmental laws or (y) the "blue sky" securities laws of various states the State of Maryland or (C) which, if not obtained or made, would not prevent or delay in any material respect the consummation of any of the transactions contemplated by this Agreement or otherwise prevent the ZML REIT EQR from performing its obligations under this Agreement in any material respect or have, individually or in the aggregate, a ZML REIT an EQR Material Adverse Effect.. (c) EQR is making no representation or warranty in this Section 3.5 with respect to any matters or approvals required for any Alternative Merger. (d) For purposes of determining compliance with the Hart-Xxxxx Xxx, EQR confirms that the conduct of its business consists solely of investing in, owning and operating real estate for the benefit of its shareholders. 3.6

Authority; Noncontravention; Consents. The ZML REIT Each of Camden and Camden Sub has the requisite corporate or trust power and authority to enter into this Agreement andAgreement, including and subject to approval of this Agreement by the vote of the holders of such ZML REIT's ZML REIT Shares the Camden Stock required to approve this Agreement and the transactions contemplated hereby (including, without limitation, the issuance of Camden Common Stock in connection with the Merger (the "ZML REIT Camden Shareholder Approvals" and, together with the Company Shareholder Approvals, the "Shareholder Approvals"), ) to consummate the transactions contemplated by this Agreement to which Camden or Camden Sub (as the ZML REIT case may be) is a party. The execution and delivery of this Agreement by the ZML REIT each of Camden and Camden Sub and the consummation by the ZML REIT each of Camden and Camden Sub of the transactions contemplated by this Agreement to which Camden or Camden Sub (as the ZML REIT case may) is a party have been duly authorized by all necessary corporate or trust action on the part of each of Camden and Camden Sub, subject to approval of this Agreement pursuant to the ZML REITCamden Shareholder Approvals. This Agreement has been duly executed and delivered by the ZML REIT each of Camden and Camden Sub and constitutes a valid and binding obligation of the ZML REITeach of Camden and Camden Sub, enforceable against the ZML REIT each of Camden and Camden Sub in accordance with its terms. Except as set forth in Schedule 3.1(c3.2(d) attached heretoto the Camden Disclosure Letter, the execution and delivery of this Agreement by the ZML REIT each of Camden and Camden Sub do not, and the consummation of the transactions contemplated by this Agreement to which Camden or Camden Sub (as the ZML REIT case may be) is a party and compliance by the ZML REIT each of Camden and Camden Sub with the provisions of this Agreement will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any lien Lien upon any of the properties or assets of the ZML REIT Camden, Camden Sub, or any other Camden Subsidiary under, (i) the Certificate of Incorporation or Declaration of Trust, Articles of Incorporation or By-laws (as applicable, the case may be) of Camden and Camden Sub or the Bylaws comparable charter or organizational documents or partnership or similar agreement (as the case may be) of any other Camden Subsidiary each as amended or supplemented to the ZML REITdate of this Agreement, (ii) any loan or credit agreement, note, bond, mortgage, indenture, reciprocal easement agreement, lease or other agreement, instrument, permit, concession, contract, franchise or license applicable to the ZML REIT Camden, Camden Sub or its any other Camden Subsidiary or their respective properties or assets or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule or regulation (collectively, "Laws") Laws applicable to the ZML REIT Camden, Camden Sub or its any other Camden Subsidiary or their respective properties or assets, other than, in the case of clause (ii) or (iii), any such conflicts, violations, defaults, rights or liens Liens that individually or in the aggregate would not (x) have a ZML REIT Camden Material Adverse Effect or (y) prevent the consummation of the transactions contemplated by this AgreementTransactions. No consent, approval, order or authorization of, or registration, declaration or filing with, any federal, state or local government or any court, administrative or regulatory agency or commission or other governmental authority or agency, domestic or foreign (a "Governmental Entity"), Entity is required by or with respect to the ZML REIT Camden, Camden Sub or any Camden Subsidiary in connection with the execution and delivery of this Agreement by the ZML REIT or the consummation by Camden or Camden Sub, as the ZML REIT case may be, of any of the transactions contemplated by this Agreement, except for (i) the filing by any person in connection with any of the Transactions of a pre-merger notification and report form under the HSR Act to the extent applicable, (ii) the filing with the SEC of (x) the Proxy Statement and a registration statement on Form S-4 (or other appropriate form) in connection with the registration of the Camden Common Stock constituting the Merger Consideration (the "Registration Statement") and (y) such reports under Section 13 (a) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement, (iii) the filing of the Articles of Merger with the SDAT and the Certificates Certificate of Merger with the Secretary of State of the State of Delaware Delaware, (iv) such filings as may be required in connection with the payment of any Transfer and Gains Taxes and (iiv) such other consents, approvals, orders, authorizations, registrations, declarations and filings (A) as are set forth in Schedule 3.1(c), 3.2(d) to the Camden Disclosure Letter or (BA) as may be required under (x) federal, state or local environmental laws or (y) the "blue sky" laws of various states or (CB) which, if not obtained or made, would not prevent or delay in any material respect the consummation of any of the transactions contemplated by this Agreement or otherwise prevent the ZML REIT Camden or Camden Sub from performing its their respective obligations under this Agreement in any material respect or have, individually or in the aggregate, a ZML REIT Camden Material Adverse Effect.