Common use of Contracts; Debt Instruments Clause in Contracts

Contracts; Debt Instruments. Except as disclosed in Section 3.13 of the Company Disclosure Schedule, none of the Company or any Company Subsidiary is a party to or bound by any contract (A) any of the benefits to any party of which will be increased, or the vesting of the benefits to any party of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or any Ancillary Agreement, or the value of any of the benefits to any party of which will be calculated on the basis of any of the transactions contemplated by this Agreement or any Ancillary Agreement, or (B) which, as of the date hereof, (1) is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC), (2) which involves aggregate expenditures in excess of $50,000, (3) which involves annual expenditures in excess of $50,000 and is not cancelable within one year, (4) which contains any non-compete or exclusivity provisions with respect to any line of business or geographic area with respect to the Company, any Company Subsidiary or any of the Company’s current or future affiliates, or which restricts the conduct of any line of business by the Company, any Company Subsidiary or any of the Company’s current or future affiliates or any geographic area in which the Company, any Company Subsidiary or any of the Company’s current or future affiliates may conduct business, in each case in any material respect, or (5) which would prohibit or materially delay the consummation of the Merger or any of the transactions contemplated by this Agreement or any Ancillary Agreement. Each contract of the type described in Section 3.13, whether or not set forth in Section 3.13 of the Company Disclosure Schedule, is referred to herein as a “Company Material Contract.” Each Company Material Contract is valid and binding on the Company and each Company Subsidiary party thereto and, to the Company’s knowledge, each other party thereto, and in full force and effect, and the Company and each Company Subsidiary has in all material respects performed all obligations required to be performed by it to the date hereof under each Company Material Contract and, to the Company’s knowledge, each other party to each Company Material Contract has in all material respects performed all obligations required to be performed by it under such Company Material Contract, except as would not, individually or in the aggregate, reasonably be expected to (1) prevent or materially delay consummation of the Merger, (2) otherwise prevent or materially delay performance by the Company of any of its material obligations under this Agreement or any Ancillary Agreement or (3) result in a Company Material Adverse Effect. None of the Company or any Company Subsidiary knows of, or has received notice of, any violation or default under (or any condition which with the passage of time or the giving of notice would cause such a violation of or default under) any Company Material Contract or any other contract to which it is a party or by which it or any of its properties or assets is bound, except for violations or defaults that would not, individually or in the aggregate, reasonably be expected to (1) prevent or materially delay consummation of the Merger, (2) otherwise prevent or materially delay performance by the Company of any of its material obligations under this Agreement or any Ancillary Agreement or (3) result in a Company Material Adverse Effect. Section 3.13 of the Company Disclosure Schedule provides the Company’s good faith estimate of the additional costs which will accrue to the Company under the contracts described in clause (A) of Section 3.13 as a result of the transactions contemplated by this Agreement or any Ancillary Agreement, and such estimate is, in the aggregate, accurate in all material respects.

Contracts; Debt Instruments. (a) Except as disclosed in Section 3.13 of the Company Disclosure ScheduleSeller SEC Documents, none of the Company or neither Seller nor any Company Seller Subsidiary is a party to or bound by any contract (A) any of the benefits or agreement that purports to any party of which will be increased, or the vesting of the benefits to any party of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or any Ancillary Agreement, or the value of any of the benefits to any party of which will be calculated on the basis of any of the transactions contemplated by this Agreement or any Ancillary Agreement, or (B) which, as of the date hereof, (1) is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC), (2) which involves aggregate expenditures in excess of $50,000, (3) which involves annual expenditures in excess of $50,000 and is not cancelable within one year, (4) which contains any non-compete or exclusivity provisions with respect to any line of business or geographic area with respect to the Company, any Company Subsidiary or any of the Company’s current or future affiliates, or which restricts the conduct of any line of business by the Company, any Company Subsidiary or any of the Company’s current or future affiliates or any geographic area in which the Company, any Company Subsidiary or any of the Company’s current or future affiliates may conduct business, in each case limit in any material respect, or (5) respect the geographic location in which would prohibit or materially delay the consummation of the Merger Seller or any of the transactions contemplated by this Agreement or Seller Subsidiary may conduct its business. Neither Seller nor any Ancillary Agreement. Each contract of the type described Seller Subsidiary (i) is in Section 3.13, whether or not set forth in Section 3.13 of the Company Disclosure Schedule, is referred to herein as a “Company Material Contract.” Each Company Material Contract is valid and binding on the Company and each Company Subsidiary party thereto and, to the Company’s knowledge, each other party thereto, and in full force and effect, and the Company and each Company Subsidiary has in all material respects performed all obligations required to be performed by it to the date hereof under each Company Material Contract and, to the Company’s knowledge, each other party to each Company Material Contract has in all material respects performed all obligations required to be performed by it under such Company Material Contract, except as would not, individually or in the aggregate, reasonably be expected to (1) prevent or materially delay consummation of the Merger, (2) otherwise prevent or materially delay performance by the Company of any of its material obligations under this Agreement or any Ancillary Agreement or (3) result in a Company Material Adverse Effect. None of the Company or any Company Subsidiary knows of, or has received notice of, any violation or default under (or any condition which with the passage of time or the giving of notice would cause such a violation of or in default under) under any Company Material Contract material loan or credit agreement, note, bond, mortgage, indenture, lease, permit, concession, franchise, license or any other contract material contract, agreement, arrangement or understanding, to which it is a party or by which it or any of its properties or assets is boundbound (excluding primarily as a result of any action or inaction of Lessee or Manager and excluding any of the foregoing with Lessee or Manager) (each, a "Material Contract"), nor (ii) to the Knowledge of Seller does such a violation or default exist, except for violations to the extent that such violation or defaults that would notdefault referred to in clauses (i) or (ii), individually or in the aggregate, reasonably be expected to (1) prevent or materially delay consummation of the Merger, (2) otherwise prevent or materially delay performance by the Company of any of its material obligations under this Agreement or any Ancillary Agreement or (3) result in would not have a Company Seller Material Adverse Effect. Section 3.13 Each Material Contract as of the Company Disclosure Schedule provides the Company’s good faith estimate date hereof which has not been filed as an Exhibit to any of the additional costs which will accrue Seller SEC Documents has been or made available to Buyer's representatives at the Data Room, is listed on Seller's Data Room index dated June 15, 1999 or has been provided to Parent or Buyer prior to the Company under date hereof. Seller has made available at the Data Room on or prior to June 15, 1999 or has provided to Parent or Buyer prior to the date hereof all contracts described and other agreements relating to the contribution of assets to Seller Partnership in clause exchange for Seller OP Units (Athe "Seller Contribution Agreements") and all such agreements are listed on Seller's Data Room index dated June 15, 1999 or have been provided to Parent or Buyer prior to the date hereof. (b) Section 2.17(b) of Section 3.13 the Seller Disclosure Letter sets forth a list as a result of the transactions contemplated by this Agreement date hereof of each loan or credit agreement, note, bond, mortgage, indenture and any other agreement and instrument pursuant to which any Indebtedness (as defined below) of Seller or any Ancillary Agreementof Seller Subsidiaries, and such estimate isother than Indebtedness payable to Seller or a Seller Subsidiary, is outstanding or may be incurred in an amount in excess of $2,000,000, together with the aggregateamount outstanding thereunder as of the date hereof. For purposes of this Section 2.17, accurate in all material respects."Indebtedness" shall mean (i) indebtedness for borrowed money, whether secured or unsecured, (ii) obligations under conditional sale or other title retention agreements relating to property

Contracts; Debt Instruments. (a) Except as disclosed in Section 3.13 on Schedule 4.19 of the Company Disclosure ScheduleLetter, none there are no contracts that are material to the business, properties, assets, financial condition or results of operations of the Company or any Company Subsidiary is and its Subsidiaries taken as a party to or bound by any contract whole (A) any of the benefits to any party of which will be increased, or the vesting of the benefits to any party of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or any Ancillary Agreement, or the value of any of the benefits to any party of which will be calculated on the basis of any of the transactions contemplated by this Agreement or any Ancillary Agreement, or (B) which, as of the date hereof, (1) is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC"Material Contracts"), (2) which involves aggregate expenditures in excess of $50,000, (3) which involves annual expenditures in excess of $50,000 and is not cancelable within one year, (4) which contains any non-compete or exclusivity provisions with respect to any line of business or geographic area with respect to the Company, any Company Subsidiary or any of the Company’s current or future affiliates, or which restricts the conduct of any line of business by the Company, any Company Subsidiary or any of the Company’s current or future affiliates or any geographic area in which the Company, any Company Subsidiary or any of the Company’s current or future affiliates may conduct business, in each case in any material respect, or (5) which would prohibit or materially delay the consummation of the Merger or any of the transactions contemplated by this Agreement or any Ancillary Agreement. Each contract of the type described in Section 3.13, whether or not set forth in Section 3.13 of Neither the Company Disclosure Schedule, is referred to herein as a “Company Material Contract.” Each Company Material Contract is valid and binding on the Company and each Company Subsidiary party thereto and, to the Company’s knowledge, each other party thereto, and in full force and effect, and the Company and each Company Subsidiary has in all material respects performed all obligations required to be performed by it to the date hereof under each Company Material Contract and, to the Company’s knowledge, each other party to each Company Material Contract has in all material respects performed all obligations required to be performed by it under such Company Material Contract, except as would not, individually or in the aggregate, reasonably be expected to (1) prevent or materially delay consummation of the Merger, (2) otherwise prevent or materially delay performance by the Company of nor any of its material obligations under this Agreement Subsidiaries is in violation of or any Ancillary Agreement or (3) result in a Company Material Adverse Effect. None of the Company or any Company Subsidiary knows of, or has received notice of, any violation or default under (or nor does there exist any condition which with the passage of time or the giving of notice or both would cause such a violation of or default under) any Company Material Contract or any other contract to which it is a party or by which it or any of its properties or assets is bound, except for violations or defaults that would have not and could not, individually or in the aggregate, reasonably be expected to (1) prevent or materially delay consummation of the Merger, (2) otherwise prevent or materially delay performance by the Company of any of its material obligations under this Agreement or any Ancillary Agreement or (3) result in a Company Material Adverse Effect. Section 3.13 Each Material Contract is in full force and effect, and is a legal, valid and binding obligation of the Company or a Company Subsidiary and, to the knowledge of the Company, each of the other parties thereto, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium or other similar laws relating to creditors' rights and general principles of equity. No condition exists or event has occurred which (whether with or without notice or lapse of time or both) would constitute a default by the Company or a Company Subsidiary or, to the knowledge of the Company, any other party thereto under any Material Contract or result in a right of termination of any Material Contract. (b) Set forth in Schedule 4.19(b) of the Company Disclosure Schedule provides the Company’s good faith estimate Letter is (i) a list of all loan or credit agreements, notes, bonds, mortgages, indentures and other agreements and instruments pursuant to which any indebtedness of the additional costs which will accrue to Company or its Subsidiaries in an aggregate principal amount in excess of $5,000,000 is outstanding or may be incurred, and (ii) the respective principal amounts currently outstanding thereunder. (c) Neither the Company under nor any of its Subsidiaries has entered into any contract and there is no commitment, judgment, injunction, order or decree to which the contracts described in clause (A) Company or any of Section 3.13 its Subsidiaries is a party or subject to that has or could reasonably be expected to have the effect of prohibiting or impairing the conduct of business by the Company or any of its Subsidiaries or any contract that may be terminable as a result of the transactions contemplated by this Agreement Parent's status as a competitor of any party to such contract or any Ancillary Agreement, and such estimate is, in the aggregate, accurate in all material respectsarrangement.

Contracts; Debt Instruments. (a) Except as disclosed in Section 3.13 4.13(a) of the Company Disclosure ScheduleLetter, none there are no Material Contracts or other significant agreements relating to the business of the Company or any Company Subsidiary is a party to or bound by any contract (A) any of the benefits to any party of which will be increased, or the vesting of the benefits to any party of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or any Ancillary Agreement, or the value of any of the benefits to any party of which will be calculated on the basis of any of the transactions contemplated by this Agreement or any Ancillary Agreement, or (B) which, as of the date hereof, (1) is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC), (2) which involves aggregate expenditures in excess of $50,000, (3) which involves annual expenditures in excess of $50,000 and is not cancelable within one year, (4) which contains any non-compete or exclusivity provisions with respect to any line of business or geographic area with respect to the Company, any Company Subsidiary or any of the Company’s current or future affiliates, or which restricts the conduct of any line of business by the Company, any Company Subsidiary or any of the Company’s current or future affiliates or any geographic area in which the Company, any Company Subsidiary or any of the Company’s current or future affiliates may conduct business, in each case in any material respect, or (5) which would prohibit or materially delay the consummation of the Merger or any of the transactions contemplated by this Agreement or any Ancillary Agreement. Each contract of the type described in Section 3.13, whether or not set forth in Section 3.13 of the Company Disclosure Schedule, is referred to herein as a “Company Material Contract.” Each Company Material Contract is valid and binding on the Company and each Company Subsidiary party thereto and, to the Company’s knowledge, each other party thereto, and in full force and effect, and the Company and each Company Subsidiary has in all material respects performed all obligations required to be performed by it to the date hereof under each Company Material Contract and, to the Company’s knowledge, each other party to each Company Material Contract has in all material respects performed all obligations required to be performed by it under such Company Material Contract, except as would not, individually or in the aggregate, reasonably be expected to (1) prevent or materially delay consummation of the Merger, (2) otherwise prevent or materially delay performance by the Company of any of its material obligations under this Agreement or any Ancillary Agreement or (3) result in a Company Material Adverse EffectSubsidiaries. None of the Company or any of the Company Subsidiary knows of, Subsidiaries is in violation of or has received notice of, any violation or in default under (or nor, to the Knowledge of the Company, does there exist any condition which that with the passage of time or the giving of notice or both would cause such a violation of or default under) any Company Material Contract or any other contract to which it is a party or by which it or any of its properties or assets is bound, except for violations or defaults that have not resulted in and would not, individually or in the aggregate, reasonably be expected to (1) prevent or materially delay consummation of the Merger, (2) otherwise prevent or materially delay performance by the Company of any of its material obligations under this Agreement or any Ancillary Agreement or (3) result in a Company Material Adverse Effect. Each Material Contract is in full force and effect, and is a legal, valid and binding obligation of the Company or a Company Subsidiary and, to the Knowledge of the Company, each of the other parties thereto, enforceable in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity. No condition exists or event has occurred that (whether with or without notice or lapse of time or both) would constitute a default by the Company or a Company Subsidiary or, to the Knowledge of the Company, any other party thereto under any Material Contract or result (other than due to consummation of the Merger) in a right of termination of any Material Contract. (b) Set forth in Section 3.13 4.13(b) of the Company Disclosure Schedule provides the Company’s good faith estimate Letter is a list of (i) all loan or credit agreements, notes, bonds, mortgages, indentures and other agreements and instruments pursuant to which any Indebtedness of the additional costs which will accrue Company or any of the Company Subsidiaries is outstanding or may be incurred, and (ii) the respective principal amounts outstanding thereunder, as of May 31, 2006. (c) Except as set forth in Section 4.13(c) of the Company Disclosure Letter, none of the Company or any of the Company Subsidiaries is subject to the Company under terms of any non-competition, exclusivity, right of first refusal, option or other agreement (including any area restrictions) that may restrict in any way the contracts described in clause (A) of Section 3.13 as a result conduct or operations or future conduct or operations of the transactions contemplated by this Agreement business of the Company or any Ancillary Agreement, and such estimate is, in of the aggregate, accurate in all material respectsCompany Subsidiaries or the use of the Intellectual Property Rights of the Company or any Company Subsidiary.

Contracts; Debt Instruments. (a) Except for documents filed or listed as disclosed in Section 3.13 exhibits to the Company Reports filed since December 31, 2001, there are no contracts that are material to the business, properties, assets, financial condition or results of operations of the Company Disclosure Schedule, none of and its Subsidiaries taken as a whole ("Company Material Contracts"). Neither the Company or any Company Subsidiary is a party to or bound by any contract (A) any of the benefits to any party of which will be increased, or the vesting of the benefits to any party of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or any Ancillary Agreement, or the value of any of the benefits to any party of which will be calculated on the basis of any of the transactions contemplated by this Agreement or any Ancillary Agreement, or (B) which, as of the date hereof, (1) is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC), (2) which involves aggregate expenditures in excess of $50,000, (3) which involves annual expenditures in excess of $50,000 and is not cancelable within one year, (4) which contains any non-compete or exclusivity provisions with respect to any line of business or geographic area with respect to the Company, any Company Subsidiary or any of the Company’s current or future affiliates, or which restricts the conduct of any line of business by the Company, any Company Subsidiary or any of the Company’s current or future affiliates or any geographic area in which the Company, any Company Subsidiary or any of the Company’s current or future affiliates may conduct business, in each case in any material respect, or (5) which would prohibit or materially delay the consummation of the Merger or any of the transactions contemplated by this Agreement or any Ancillary Agreement. Each contract of the type described in Section 3.13, whether or not set forth in Section 3.13 of the Company Disclosure Schedule, is referred to herein as a “Company Material Contract.” Each Company Material Contract is valid and binding on the Company and each Company Subsidiary party thereto and, to the Company’s knowledge, each other party thereto, and in full force and effect, and the Company and each Company Subsidiary has in all material respects performed all obligations required to be performed by it to the date hereof under each Company Material Contract and, to the Company’s knowledge, each other party to each Company Material Contract has in all material respects performed all obligations required to be performed by it under such Company Material Contract, except as would not, individually or in the aggregate, reasonably be expected to (1) prevent or materially delay consummation of the Merger, (2) otherwise prevent or materially delay performance by the Company of nor any of its material obligations under this Agreement Subsidiaries is in violation of or any Ancillary Agreement or (3) result in a Company Material Adverse Effect. None of the Company or any Company Subsidiary knows of, or has received notice of, any violation or default under (or nor does there exist any condition which with the passage of time or the giving of notice or both would cause such a violation of or default under) any Company Material Contract or any other contract to which it is a party or by which it or any of its properties or assets is bound, except for violations or defaults that would notnot have or reasonably be expected to have, individually or in the aggregate, reasonably be expected to (1) prevent or materially delay consummation of the Merger, (2) otherwise prevent or materially delay performance by the Company of any of its material obligations under this Agreement or any Ancillary Agreement or (3) result in a Company Material Adverse Effect. Section 3.13 Each Company Material Contract is in full force and effect, and is a legal, valid and binding obligation of the Company or one of its Subsidiaries and, to the knowledge of the Company, each of the other parties thereto, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium or other similar laws relating to creditors' rights and general principles of equity and except where the failure of any Company Material Contract to be a legal, valid and binding obligation and enforceable in accordance with its terms would not have or reasonably be expected to have, individually or in the aggregate, a Company Adverse Effect. No condition exists or event has occurred which (whether with or without notice or lapse of time or both) would constitute a default by the Company or one of its Subsidiaries or, to the knowledge of the Company, any other party thereto under any Company Material Contract or result in a right of termination of any Company Material Contract, except for any condition or event that would not have or reasonably be expected to have, individually or in the aggregate, a Company Adverse Effect. (b) Set forth in Schedule 3.19(b) of the Company Disclosure Schedule provides the Company’s good faith estimate Letter is, as of the additional costs date hereof, (i) a list of all loan or credit agreements, notes, bonds, mortgages, indentures and other agreements and instruments pursuant to which will accrue to any indebtedness of the Company under the contracts described or its Subsidiaries in clause (A) an aggregate principal amount in excess of Section 3.13 as a result of the transactions contemplated by this Agreement $50,000,000 is outstanding or any Ancillary Agreementmay be incurred, and such estimate is(ii) the respective principal amounts outstanding thereunder as of February 21, in the aggregate, accurate in all material respects2003.

Contracts; Debt Instruments. (a) Except as disclosed in Section 3.13 the SEC Documents, there is no contract or agreement, written or oral that is material to the business, condition (financial or otherwise), properties, assets, results of the Company Disclosure Schedule, none operations of the Company or any Company Subsidiary is its Subsidiaries (a party to or bound by any contract (A) any "Material Contract"); true, complete and correct copies of the benefits to any party of which will be increasedall such Material Contracts, or written summaries of oral agreements, have heretofore been furnished to Parent. For the vesting of the benefits to any party of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or any Ancillary Agreement, or the value of any of the benefits to any party of which will be calculated on the basis of any of the transactions contemplated by this Agreement or any Ancillary Agreement, or (B) which, as of the date purposes hereof, "Material Contracts" shall mean (1i) is a “material contract” (as such term is defined in all contracts that are considered to be "material" within the meaning of Item 601(b)(10) of Regulation S-K promulgated under the Securities Act of 1933, as amended, and the Exchange Act and (ii) all other agreements (whether or not material within the meaning of Regulation S-K) that (A) limit the ability of the SEC)Company to engage or compete in any business, whether or not such business is currently conducted by the Company, (2B) which involves aggregate expenditures in excess of $50,000, (3) which involves annual expenditures obligate the Company or the other party or parties thereto to pay an amount in excess of $50,000 and is not cancelable within at one yeartime or over a period of time, (4C) which contains provide for the employment of any non-compete or exclusivity provisions with respect to any line of business or geographic area with respect to individual by the Company, any Company Subsidiary or any of its Subsidiaries, (D) provide for the Company’s current or future affiliates, or which restricts the conduct of any line of business by the Company, any Company Subsidiary or any distribution of the Company’s current 's products, (E) provide for the license by or future affiliates from the Company of any patents, copyrights, trademarks or any geographic area in which the Company, any Company Subsidiary or any of the Company’s current or future affiliates may conduct business, in each case in any material respectother intellectual property, or (5F) which would prohibit provide for the settlement or materially delay the consummation compromise of the Merger or any of the transactions contemplated by this Agreement or any Ancillary Agreementlitigation. Each contract of the type described in Section 3.13, whether or not set forth in Section 3.13 of the Company Disclosure Schedule, is referred to herein as a “Company All such Material Contract.” Each Company Material Contract is valid and binding on the Company and each Company Subsidiary party thereto and, to the Company’s knowledge, each other party thereto, and Contracts are in full force and effect, and the Company and each Company Subsidiary has in all material respects performed all obligations required to be performed by it to the date hereof under each Company Material Contract and, to the Company’s 's knowledge, each the parties thereto other party to each Company Material Contract has in all material respects performed all obligations required to be performed by it under such Company Material Contract, except as would not, individually or in the aggregate, reasonably be expected to (1) prevent or materially delay consummation of the Merger, (2) otherwise prevent or materially delay performance by than the Company and its Subsidiaries have complied and are complying with all of any of its material their obligations under this Agreement or any Ancillary Agreement or (3) result and are not in a Company Material Adverse Effect. None of the Company or any Company Subsidiary knows of, or has received notice of, any violation or default under (or nor, to the Company's knowledge, does there exist any condition which with upon the passage of time or the giving of notice would reasonably be expected to cause such a violation of or default under) any of such Material Contracts. Neither the Company Material Contract nor any of its Subsidiaries is in violation of or in default under (nor does there exist any condition which upon the passage of time or the giving of notice would reasonably be expected to cause such a violation of or default under) any loan or credit agreement, note, bond, mortgage, indenture, lease, permit, concession, franchise, license or any other contract contract, agreement, arrangement or understanding to which it is a party or by which it or any of its properties or assets is bound, except for violations where such violation or defaults that default would not, individually or in the aggregate, reasonably be expected to (1) prevent or materially delay consummation of the Merger, (2) otherwise prevent or materially delay performance by the Company of any of its material obligations under this Agreement or any Ancillary Agreement or (3) result in not have a Company Material Adverse Effect. Section 3.13 of the Company Disclosure Schedule provides Effect on the Company’s good faith estimate of the additional costs which will accrue to the Company under the contracts described in clause (A) of Section 3.13 as a result of the transactions contemplated by this Agreement or any Ancillary Agreement, and such estimate is, in the aggregate, accurate in all material respects.

Contracts; Debt Instruments. (a) Except for documents filed or listed as disclosed in Section 3.13 of exhibits to the Company Disclosure ScheduleParent Reports filed since December 31, none of the Company or any Company Subsidiary is a party to or bound by any contract (A) any of the benefits to any party of which will be increased, or the vesting of the benefits to any party of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or any Ancillary Agreement, or the value of any of the benefits to any party of which will be calculated on the basis of any of the transactions contemplated by this Agreement or any Ancillary Agreement, or (B) which2001, as of the date hereof, (1) is a “there are no contracts that are material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC), (2) which involves aggregate expenditures in excess of $50,000, (3) which involves annual expenditures in excess of $50,000 and is not cancelable within one year, (4) which contains any non-compete or exclusivity provisions with respect to any line of business or geographic area with respect to the Company, any Company Subsidiary or any of the Company’s current or future affiliates, or which restricts the conduct of any line of business by the Company, any Company Subsidiary or any of the Company’s current or future affiliates or any geographic area in which the Company, any Company Subsidiary or any of the Company’s current or future affiliates may conduct business, in each case in any material respectproperties, assets, financial condition or (5) which would prohibit or materially delay the consummation results of the Merger or any operations of the transactions contemplated by this Agreement or any Ancillary Agreement. Each contract of the type described in Section 3.13, whether or not set forth in Section 3.13 of the Company Disclosure Schedule, is referred to herein Parent and its Subsidiaries taken as a “Company whole ("Parent Material Contract.” Each Company Material Contract is valid and binding on the Company and each Company Subsidiary party thereto and, to the Company’s knowledge, each other party thereto, and in full force and effect, and the Company and each Company Subsidiary has in all material respects performed all obligations required to be performed by it to the date hereof under each Company Material Contract and, to the Company’s knowledge, each other party to each Company Material Contract has in all material respects performed all obligations required to be performed by it under such Company Material Contract, except as would not, individually or in the aggregate, reasonably be expected to (1) prevent or materially delay consummation of the Merger, (2) otherwise prevent or materially delay performance by the Company of Contracts"). Neither Parent nor any of its material obligations under this Agreement Subsidiaries is in violation of or any Ancillary Agreement or (3) result in a Company Material Adverse Effect. None of the Company or any Company Subsidiary knows of, or has received notice of, any violation or default under (or nor does there exist any condition which with the passage of time or the giving of notice or both would cause such a violation of or default under) any Company Parent Material Contract or any other contract to which it is a party or by which it or any of its properties or assets is bound, except for violations or defaults that would notnot have or reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Each Parent Material Contract is in full force and effect, and is a legal, valid and binding obligation of Parent or one of its Subsidiaries and, to the knowledge of Parent, each of the other parties thereto, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium or other similar laws relating to creditors' rights and general principles of equity and except where the failure of any Parent Material Contract to be a legal, valid and binding obligation and enforceable in accordance with its terms would not have or reasonably be expected to (1) prevent have, individually or materially delay consummation of the Merger, (2) otherwise prevent or materially delay performance by the Company of any of its material obligations under this Agreement or any Ancillary Agreement or (3) result in a Company Material Adverse Effect. Section 3.13 of the Company Disclosure Schedule provides the Company’s good faith estimate of the additional costs which will accrue to the Company under the contracts described in clause (A) of Section 3.13 as a result of the transactions contemplated by this Agreement or any Ancillary Agreement, and such estimate is, in the aggregate, accurate a Parent Adverse Effect. No condition exists or event has occurred which (whether with or without notice or lapse of time or both) would constitute a default by Parent or one of its Subsidiaries or, to the knowledge of Parent, any other party thereto under any Parent Material Contract or result in a right of termination of any Parent Material Contract, except for any condition or event that would not have or reasonably be expected to have, individually or in the aggregate, a Parent Adverse Effect. (b) Set forth in Schedule 4.19(b) of the Parent Disclosure Letter is, as of the date hereof, (i) a list of all material respectsloan or credit agreements, notes, bonds, mortgages, indentures and other agreements and instruments pursuant to which any indebtedness of Parent or its Subsidiaries in an aggregate principal amount in excess of $50,000,000 is outstanding or may be incurred, and (ii) the respective principal amounts outstanding thereunder as of February 21, 2003.

Contracts; Debt Instruments. (a) Except as disclosed in Section 3.13 4.13(a) of the Company Disclosure ScheduleLetter, none there are no Material Contracts. Neither the Company nor any of the Company Subsidiaries is in violation of or any Company Subsidiary is a party in default under (nor, to or bound by any contract (A) any the Knowledge of the benefits to any party of which will be increased, or the vesting of the benefits to any party of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or any Ancillary Agreement, or the value of any of the benefits to any party of which will be calculated on the basis of any of the transactions contemplated by this Agreement or any Ancillary Agreement, or (B) which, as of the date hereof, (1) is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC), (2) which involves aggregate expenditures in excess of $50,000, (3) which involves annual expenditures in excess of $50,000 and is not cancelable within one year, (4) which contains any non-compete or exclusivity provisions with respect to any line of business or geographic area with respect to the Company, any Company Subsidiary or any of the Company’s current or future affiliates, or which restricts the conduct of any line of business by the Company, any Company Subsidiary or any of the Company’s current or future affiliates or any geographic area in which the Company, any Company Subsidiary or any of the Company’s current or future affiliates may conduct business, in each case in any material respect, or (5) which would prohibit or materially delay the consummation of the Merger or any of the transactions contemplated by this Agreement or any Ancillary Agreement. Each contract of the type described in Section 3.13, whether or not set forth in Section 3.13 of the Company Disclosure Schedule, is referred to herein as a “Company Material Contract.” Each Company Material Contract is valid and binding on the Company and each Company Subsidiary party thereto and, to the Company’s knowledge, each other party thereto, and in full force and effect, and the Company and each Company Subsidiary has in all material respects performed all obligations required to be performed by it to the date hereof under each Company Material Contract and, to the Company’s knowledge, each other party to each Company Material Contract has in all material respects performed all obligations required to be performed by it under such Company Material Contract, except as would not, individually or in the aggregate, reasonably be expected to (1) prevent or materially delay consummation of the Merger, (2) otherwise prevent or materially delay performance by the Company of any of its material obligations under this Agreement or any Ancillary Agreement or (3) result in a Company Material Adverse Effect. None of the Company or any Company Subsidiary knows of, or has received notice of, any violation or default under (or does there exist any condition which with the passage of time or the giving of notice or both would cause such a violation of or default under) any Company Material Contract or any other contract to which it is a party or by which it or any of its properties or assets is bound, except for violations or defaults that would have not and could not, individually or in the aggregate, reasonably be expected to (1) prevent or materially delay consummation of the Merger, (2) otherwise prevent or materially delay performance by the Company of any of its material obligations under this Agreement or any Ancillary Agreement or (3) result in a Company Material Adverse Effect. Each Material Contract is in full force and effect, and is a legal, valid and binding obligation of the Company or a Company Subsidiary and, to the Knowledge of the Company, each of the other parties thereto, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors' rights generally and general principles of equity (regardless of whether considered in a proceeding in equity or at law). To the Knowledge of the Company, no condition exists or event has occurred which (whether with or without notice or lapse of time or both) would constitute a default by the Company or a Company Subsidiary or any other party thereto under any Material Contract or result (other than due to consummation of the Offer or the Merger) in a right of termination of any Material Contract. (b) Set forth in Section 3.13 4.13(b) of the Company Disclosure Schedule provides the Company’s good faith estimate Letter is (i) a list of all loan or credit agreements, notes, bonds, mortgages, indentures and other agreements and instruments pursuant to which any Indebtedness of the additional costs which will accrue to Company or the Company under the contracts described Subsidiaries in clause (A) an aggregate principal amount in excess of Section 3.13 as a result of the transactions contemplated by this Agreement $100,000 is outstanding or any Ancillary Agreementmay be incurred, and such estimate is, in (ii) the aggregate, accurate in all material respectsrespective principal amounts currently outstanding thereunder.

Contracts; Debt Instruments. (i) Neither the Company nor any of its Subsidiaries is, or has received any notice or has any knowledge that any other party is, or by virtue of the transactions contemplated hereby, will be, in default in any respect under any contract, agreement, commitment, arrangement, lease, policy or other instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any such subsidiary is bound, except for those defaults which could not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect with respect to the Company; and, to the knowledge of the Company, there has not occurred any event, nor will this transaction by its terms cause the occurrence of any event, that with the lapse of time or the giving of notice or both would constitute such a default. (ii) The Company has made available to Parent (x) true and correct copies (or accurate English translations) of all loan or credit agreements, notes, bonds, mortgages, indentures and other agreements and instruments pursuant to which any indebtedness (as defined in section 8.04) of the Company or any of its Subsidiaries in an aggregate principal amount in excess of $500,000 is outstanding or may be incurred and (y) accurate information regarding the respective principal amounts currently outstanding thereunder. (iii) Except as disclosed set forth in Section 3.13 3.01(m)(iii) of the Company Disclosure Schedule, none of neither the Company or nor any Company Subsidiary of its Subsidiaries is a party to or bound by any contract non-competition agreement or any other agreement nor is there any judgment, decree, injunction, rule or order of any Governmental Authority or arbitrator outstanding against the Company or any of its Subsidiaries, that, following the Effective Time of the Merger, would impose any material restriction on the ability of Parent or any of its subsidiaries, now or hereafter acquired, (Aincluding the Company and its Subsidiaries) to conduct any of the benefits businesses currently conducted by any of them or which purports to limit or restrict in any party of which will be increasedmaterial respect the manner in which, or the vesting of the benefits to any party of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or any Ancillary Agreement, or the value of any of the benefits to any party of which will be calculated on the basis of any of the transactions contemplated by this Agreement or any Ancillary Agreement, or (B) geographic area in which, as of the date hereof, (1) is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC), (2) which involves aggregate expenditures in excess of $50,000, (3) which involves annual expenditures in excess of $50,000 and is not cancelable within one year, (4) which contains any non-compete or exclusivity provisions with respect to any line of business or geographic area with respect to the Company, any Company Subsidiary Parent or any of its subsidiaries (including the Company’s current Company and its Subsidiaries) is entitled to conduct all or future affiliatesany material portion of the business of Parent, or which restricts the conduct of any line of business by the Company, any Company Subsidiary or any of the Company’s current or future affiliates or any geographic area in which the Company, any Company Subsidiary or any of the Company’s current or future affiliates may conduct business, in each case in any material respect, or their subsidiaries. (5iv) which would prohibit or materially delay the consummation of the Merger or any of the transactions contemplated by this Agreement or any Ancillary Agreement. Each contract of the type described in Section 3.13, whether or not Except as set forth in Section 3.13 3.01(m)(iv) of the Company Disclosure Schedule, is referred to herein as a “Company Material Contract.” Each Company Material Contract is valid and binding on neither the Company and each Company Subsidiary nor any of its Subsidiaries is a party thereto andto or bound by any agreement which, pursuant to the requirements of Form 10-K under the Exchange Act, would be required to be filed as an exhibit to an Annual Report on Form 10-K of the Company, except agreements included or incorporated by reference as exhibits to the Company’s knowledge's Annual Report on Form 10-K for the fiscal year ended June 30, each other party thereto, and in full force and effect, and the Company and each Company Subsidiary has in all material respects performed all obligations required to be performed by it to the date hereof under each Company Material Contract and, to the Company’s knowledge, each other party to each Company Material Contract has in all material respects performed all obligations required to be performed by it under such Company Material Contract, except as would not, individually or in the aggregate, reasonably be expected to (1) prevent or materially delay consummation of the Merger, (2) otherwise prevent or materially delay performance by the Company of any of its material obligations under this Agreement 1998 or any Ancillary Agreement or Recent SEC Document. (3v) result Set forth in a Company Material Adverse Effect. None of the Company or any Company Subsidiary knows of, or has received notice of, any violation or default under (or any condition which with the passage of time or the giving of notice would cause such a violation of or default underSection 3.01(m)(v) any Company Material Contract or any other contract to which it is a party or by which it or any of its properties or assets is bound, except for violations or defaults that would not, individually or in the aggregate, reasonably be expected to (1) prevent or materially delay consummation of the Merger, (2) otherwise prevent or materially delay performance by the Company of any of its material obligations under this Agreement or any Ancillary Agreement or (3) result in a Company Material Adverse Effect. Section 3.13 of the Company Disclosure Schedule provides are all: (a) (i) data supply and data processing contracts involving payments by the Company and its Subsidiaries in excess of $250,000 on an annualized basis, (ii) customer contracts between the Company or any of its Subsidiaries and third parties involving payments by customers exceeding $250,000 per annum; (b) contracts between the Company or any of its Subsidiaries, on the one hand, and any of their respective directors, officers, employees or affiliates or any former directors, officers, employees or affiliates, on the other hand involving payments in excess of $75,000 per annum; (c) joint venture and/or agreements and development agreements to which the Company or any of its Subsidiaries is a party; and (d) contracts between the Company or any of its Subsidiaries, on the one hand, and any of National Data Corporation, IMS Health Incorporated, or Source Informatics Inc., on the other hand. (vi) Section 3.01(m)(vi) of the Company Disclosure Schedule lists all charter client and partner client agreements to or by which the Company or any of its Subsidiaries was a party or bound immediately prior to August 5, 1998, all of which have been transferred to IMS Health Incorporated. (vii) As of the date hereof, with respect to each of its current customers, and as of the date of the Effective Time of the Merger with respect to at least all of its current customers who accounted for at least 90% of the Company’s good faith estimate 's revenue for the quarter ended September 30, 1998, except as disclosed in Section 3.01(m)(vii) of the additional costs which will accrue to Company Disclosure Schedule, the Company under has no knowledge that any such customer intends to terminate or otherwise modify its relationship with the contracts described in clause (A) of Section 3.13 as a result of Company or its Subsidiaries or to decrease or limit the transactions contemplated services rendered or products sold by this Agreement the Company or any Ancillary Agreement, and such estimate is, in the aggregate, accurate in all material respectsits Subsidiaries.

Contracts; Debt Instruments. Except as disclosed in Section 3.13 of the Company Disclosure Schedule(a) All contracts, none of agreements, loan or credit agreements, notes, bonds, mortgages, indentures, leases, or any other contract, agreement, arrangement or understanding, to which the Company or any Company Subsidiary is a party to or bound by any contract (A) any of the benefits to any party of which will be increased, or the vesting of the benefits to any party of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or any Ancillary Agreement, or the value of any of the benefits to any party of which will be calculated on the basis of any of the transactions contemplated by this Agreement or any Ancillary Agreement, or (B) which, as of the date hereof, (1) is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC), (2) which involves aggregate expenditures in excess of $50,000, (3) which involves annual expenditures in excess of $50,000 and is not cancelable within one year, (4) which contains any non-compete or exclusivity provisions with respect to any line of business or geographic area with respect to the Company, any Company Subsidiary or any of the Company’s current or future affiliates, or which restricts the conduct of any line of business by the Company, any Company Subsidiary or any of the Company’s current or future affiliates or any geographic area in which the Company, any Company Subsidiary or any of the Company’s current or future affiliates may conduct business, in each case in any material respect, or (5) which would prohibit or materially delay the consummation of the Merger or any of the transactions contemplated by this Agreement or any Ancillary Agreement. Each contract of the type described in Section 3.13, whether or not set forth in Section 3.13 of the Company Disclosure Schedule, is referred to herein as a “Company Material Contract.” Each Company Material Contract is valid and binding on the Company and each Company Subsidiary party thereto and, to the Company’s knowledge, each other party thereto, and in full force and effect, and the Company and each Company Subsidiary has in all material respects performed all obligations required to be performed by it to the date hereof under each Company Material Contract and, to the Company’s knowledge, each other party to each Company Material Contract has in all material respects performed all obligations required to be performed by it under such Company Material Contract, except as would not, individually or in the aggregate, reasonably be expected to (1) prevent or materially delay consummation of the Merger, (2) otherwise prevent or materially delay performance by the Company of any of its material obligations under this Agreement or any Ancillary Agreement or (3) result in a Company Material Adverse Effect. None of the Company or any Company Subsidiary knows of, or has received notice of, any violation or default under (or any condition which with the passage of time or the giving of notice would cause such a violation of or default under) any Company Material Contract or any other contract to which it is a party or by which it or any of its properties or assets is boundbound (collectively, except for violations "Company Contracts") that is or defaults that would notwas required to be filed with any SEC Document have been so filed. Schedule 2.15(i) lists each Company Contract, individually whether or not in writing, not otherwise identified in any Schedule to this Agreement or included in the aggregateSEC Documents and which involves in excess of $100,000 (other than ordinary course purchase and sales contracts) or is otherwise material to the Company. Except as set forth on Schedule 2.15(ii), reasonably be expected to (1) prevent or materially delay consummation of the Merger, (2) otherwise prevent or materially delay performance by neither the Company of nor any of its material obligations Subsidiaries is in violation of or in default under this Agreement any Company Contract nor is there any event or condition which upon the passage of time or the giving of notice, or both, would cause such a violation of or default under) any Ancillary Agreement Company Contract. Except as set forth on Schedule 2.15(a), neither the Company nor any of its Subsidiaries is a party to, or (3) result in a Company Material Adverse Effect. Section 3.13 bound by, any contract or agreement that materially limits the ability of the Company Disclosure Schedule provides directly or through any of its Subsidiaries to compete in any line of business or with any person in any geographic area during any period of time. The Company is not aware of any indemnification, breach of contract or similar claims by or against the Company or any of its Subsidiaries which are pending or threatened (or which could be reasonably expected to be made in the future) with respect to the acquisition of any business by the Company’s good faith estimate . (b) Set forth on Schedule 2.15(b) of this Agreement is (i) a list of all loan or credit agreements, notes, bonds, mortgages, indentures and other agreements and instruments pursuant to which any indebtedness of the additional costs which will accrue to the Company under the contracts described in clause (A) of Section 3.13 as a result of the transactions contemplated by this Agreement or any Ancillary Agreementof its Subsidiaries is outstanding or may be incurred and (ii) the respective principal amounts currently outstanding thereunder. For purposes of this Section 2.15, "indebtedness" shall mean, with respect to any Person, without duplication, (i) all obligations of such person for borrowed money, or with respect to deposits or advances of any kind to such person, (ii) all obligations of such person evidenced by bonds, debentures, notes or similar instruments, (iii) all obligations of such person upon which interest charges are customarily paid, (iv) all obligations of such person under conditional sale or other title retention agreements relating to property purchased by such person, (v) all obligations of such person issued or assumed as the deferred purchase price of property or services (excluding obligations of such person to creditors for raw materials, inventory, services and such estimate is, supplies incurred in the aggregateordinary course of such person's business), accurate (vi) all capitalized lease obligations of such person, (vii) all obligations of others secured by any Lien on property or assets owned or acquired by such person, whether or not the obligations secured thereby have been assumed, (viii) all obligations of such person under interest rate or currency hedging transactions (valued at the termination value thereof), (ix) all letters of credit issued for the account of such person (excluding letters of credit issued for the benefit of suppliers to support accounts payable to suppliers incurred in the ordinary course of business) and (x) all material respectsguarantees and arrangements having the economic effect of a guarantee of such Person of any indebtedness of any other person.

Contracts; Debt Instruments. (a) Except as disclosed in Section 3.13 4.13(a) of the Company Disclosure ScheduleLetter, none there are no Material Contracts or other significant agreements relating to the business of the Company or any Company Subsidiary is a party to or bound by any contract (A) any of the benefits to any party of which will be increased, or the vesting of the benefits to any party of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or any Ancillary Agreement, or the value of any of the benefits to any party of which will be calculated on the basis of any of the transactions contemplated by this Agreement or any Ancillary Agreement, or (B) which, as of the date hereof, (1) is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC), (2) which involves aggregate expenditures in excess of $50,000, (3) which involves annual expenditures in excess of $50,000 and is not cancelable within one year, (4) which contains any non-compete or exclusivity provisions with respect to any line of business or geographic area with respect to the Company, any Company Subsidiary or any of the Company’s current or future affiliates, or which restricts the conduct of any line of business by the Company, any Company Subsidiary or any of the Company’s current or future affiliates or any geographic area in which the Company, any Company Subsidiary or any of the Company’s current or future affiliates may conduct business, in each case in any material respect, or (5) which would prohibit or materially delay the consummation of the Merger or any of the transactions contemplated by this Agreement or any Ancillary Agreement. Each contract of the type described in Section 3.13, whether or not set forth in Section 3.13 of the Company Disclosure Schedule, is referred to herein as a “Company Material Contract.” Each Company Material Contract is valid and binding on the Company and each Company Subsidiary party thereto and, to the Company’s knowledge, each other party thereto, and in full force and effect, and the Company and each Company Subsidiary has in all material respects performed all obligations required to be performed by it to the date hereof under each Company Material Contract and, to the Company’s knowledge, each other party to each Company Material Contract has in all material respects performed all obligations required to be performed by it under such Company Material Contract, except as would not, individually or in the aggregate, reasonably be expected to (1) prevent or materially delay consummation of the Merger, (2) otherwise prevent or materially delay performance by the Company of any of its material obligations under this Agreement or any Ancillary Agreement or (3) result in a Company Material Adverse EffectSubsidiaries. None of the Company or any of the Company Subsidiary knows of, Subsidiaries is in violation of or has received notice of, any violation or in default under (or nor does there exist any condition which with the passage of time or the giving of notice or both would cause such a violation of or default under) any Company Material Contract or any other contract to which it is a party or by which it or any of its properties or assets is bound, except for violations or defaults that would have not and could not, individually or in the aggregate, reasonably be expected to (1) prevent or materially delay consummation of the Merger, (2) otherwise prevent or materially delay performance by the Company of any of its material obligations under this Agreement or any Ancillary Agreement or (3) result in a Company Material Adverse Effect. Each Material Contract is in full force and effect, and is a legal, valid and binding obligation of the Company or the Company Subsidiaries and, to the Knowledge of the Company, each of the other parties thereto, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors' rights generally and general principles of equity (regardless of whether considered in a proceeding in equity or at law). No condition exists or event has occurred which (whether with or without notice or lapse of time or both) would constitute a default by the Company or any of the Company Subsidiaries or, to the Knowledge of the Company, any other party thereto under any Material Contract or result (other than due to consummation of the Offer or the Merger) in a right of termination of any Material Contract. (b) Set forth in Section 3.13 4.13(b) of the Company Disclosure Schedule provides the Company’s good faith estimate Letter is (i) a list of all loan or credit agreements, notes, bonds, mortgages, indentures and other agreements and instruments pursuant to which any Indebtedness of the additional costs which will accrue Company or any of the Company Subsidiaries in an aggregate principal amount in excess of $100,000 is outstanding or may be incurred, and (ii) the respective principal amounts currently outstanding thereunder. (c) Except as set forth in Section 4.13(c) of the Company Disclosure Letter, none of the Company or any of the Company Subsidiaries is subject to the Company under terms of any non-competition, right of first refusal, option or other agreement (including any area restrictions) which may restrict in any way the contracts described in clause (A) of Section 3.13 as a result conduct or operations or future conduct or operations of the transactions contemplated by this Agreement business of the Company or any Ancillary Agreement, and such estimate is, in of the aggregate, accurate in all material respectsCompany Subsidiaries or the use of the Company Intellectual Property Rights.

Contracts; Debt Instruments. Except as disclosed (i) Neither Weeks nor any Weeks Subsidiary has received written notice that it is in Section 3.13 violation of the Company Disclosure Scheduleor in default under, none of the Company or any Company Subsidiary is a party to or bound by any contract (A) any of the benefits to any party of which will be increased, or the vesting of the benefits to any party of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or any Ancillary Agreement, or the value of any of the benefits to any party of which will be calculated on the basis of any of the transactions contemplated by this Agreement or any Ancillary Agreement, or (B) which, as of the date hereof, (1) is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC), (2) which involves aggregate expenditures in excess of $50,000, (3) which involves annual expenditures in excess of $50,000 and is not cancelable within one year, (4) which contains any non-compete or exclusivity provisions with respect to any line of business or geographic area with respect to the Company, any Company Subsidiary or any of the Company’s current or future affiliates, or which restricts the conduct of any line of business by the Company, any Company Subsidiary or any of the Company’s current or future affiliates or any geographic area in which the Company, any Company Subsidiary or any of the Company’s current or future affiliates may conduct business, in each case in any material respect, or respect (5) which would prohibit or materially delay the consummation of the Merger or any of the transactions contemplated by this Agreement or any Ancillary Agreement. Each contract of the type described in Section 3.13, whether or not set forth in Section 3.13 of the Company Disclosure Schedule, is referred to herein as a “Company Material Contract.” Each Company Material Contract is valid and binding on the Company and each Company Subsidiary party thereto and, to the Company’s knowledge, each other party thereto, and in full force and effect, and the Company and each Company Subsidiary has in all material respects performed all obligations required to be performed by it to the date hereof under each Company Material Contract and, to the Company’s knowledge, each other party to each Company Material Contract has in all material respects performed all obligations required to be performed by it under such Company Material Contract, except as would not, individually or in the aggregate, reasonably be expected to (1) prevent or materially delay consummation of the Merger, (2) otherwise prevent or materially delay performance by the Company of any of its material obligations under this Agreement or any Ancillary Agreement or (3) result in a Company Material Adverse Effect. None of the Company or any Company Subsidiary knows of, or has received notice of, any violation or default under (or nor does there exist any condition which with upon the passage of time or the giving of notice or both would cause such a violation of or default under) ), any Company Material Contract material loan or credit agreement, note, bond, mortgage, indenture, lease, permit, concession, franchise or license, or any agreement to acquire real property, or any other contract material contract, agreement, arrangement or understanding, to which it is a party or by which it or any of its properties or assets is bound, except for violations or defaults that would not, individually or in the aggregate, reasonably be expected to (1) prevent or materially delay consummation of the Merger, (2) otherwise prevent or materially delay performance by the Company of any of its material obligations under this Agreement or any Ancillary Agreement or (3) result in a Company Weeks Material Adverse Effect. . (ii) Section 3.13 3.1(m)(ii) of the Company Weeks Disclosure Schedule provides the Company’s good faith estimate of the additional costs which will accrue to the Company under the contracts described in clause Letter sets forth (A) a detailed list of Section 3.13 as a result all indebtedness of Weeks or any of the Weeks Subsidiaries, other than indebtedness payable to Weeks or a wholly owned Weeks Subsidiary, in an aggregate principal amount in excess of $5,000,000 per item is outstanding or may be incurred and (B) the respective principal amounts outstanding thereunder on December 31, 1998. For purposes of this Section 3.1(m)(ii) and Section 3.2(m)(ii), "indebtedness" shall mean, with respect to any person, without duplication, (A) all indebtedness of such person for borrowed money, whether secured or unsecured, (B) all obligations of such person under conditional sale or other title retention agreements relating to property purchased by such person, (C) all capitalized lease obligations of such person, (D) all obligations of such person under interest rate or currency hedging transactions contemplated by this Agreement or any Ancillary Agreement(valued at the termination value thereof), and (E) all guarantees of such estimate is, in the aggregate, accurate in all material respectsperson of any such indebtedness of any other person.

Contracts; Debt Instruments. (a) Except as disclosed in Section 3.13 3.18 of the Company Disclosure ScheduleLetter, there is no contract or agreement that purports to limit in any material respect the names under or the geographic location in which the Company or any Company Subsidiary may conduct its business. Since January 1, 2005, none of the Company or any Company Subsidiary has received a written notice that it is a party to in violation of or bound by any contract in default under (A) any of the benefits to any party of which will be increased, or the vesting of the benefits to any party of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or any Ancillary Agreement, or the value of any of the benefits to any party of which will be calculated on the basis of any of the transactions contemplated by this Agreement or any Ancillary Agreement, or (B) which, as of the date hereof, (1) is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC), (2) which involves aggregate expenditures in excess of $50,000, (3) which involves annual expenditures in excess of $50,000 and is not cancelable within one year, (4) which contains any non-compete or exclusivity provisions with respect to any line of business or geographic area with respect nor to the Company, any Company Subsidiary or any of the Company’s current or future affiliates, or which restricts the conduct of any line of business by the Company, any Company Subsidiary or any of the Company’s current or future affiliates or any geographic area in which the Company, any Company Subsidiary or any of the Company’s current or future affiliates may conduct business, in each case in any material respect, or (5) which would prohibit or materially delay the consummation of the Merger or any of the transactions contemplated by this Agreement or any Ancillary Agreement. Each contract of the type described in Section 3.13, whether or not set forth in Section 3.13 Knowledge of the Company Disclosure Schedule, is referred to herein as a “Company Material Contract.” Each Company Material Contract is valid and binding on the Company and each Company Subsidiary party thereto and, to the Company’s knowledge, each other party thereto, and in full force and effect, and the Company and each Company Subsidiary has in all material respects performed all obligations required to be performed by it to the date hereof under each Company Material Contract and, to the Company’s knowledge, each other party to each Company Material Contract has in all material respects performed all obligations required to be performed by it under such Company Material Contract, except as would not, individually or in the aggregate, reasonably be expected to (1) prevent or materially delay consummation of the Merger, (2) otherwise prevent or materially delay performance by the Company of any of its material obligations under this Agreement or any Ancillary Agreement or (3) result in a Company Material Adverse Effect. None of the Company or any Company Subsidiary knows of, or has received notice of, any violation or default under (or does there exist any condition which with upon the passage of time or the giving of notice or both would cause such a violation of or default under) any Company Material Contract material loan or credit agreement, note, bond, mortgage, indenture, lease, permit, concession, franchise, license or any other contract material contract, agreement, arrangement or understanding, to which it is a party or by which it or any of its properties or assets is bound, nor to the Knowledge of the Company does such a violation or default exist, except for violations as set forth in Section 3.18 of the Company Disclosure Letter, as disclosed in the Company SEC Reports filed prior to the date hereof or defaults to the extent that would notsuch violation or default, individually or in the aggregate, would not reasonably be expected to (1) prevent or materially delay consummation of the Merger, (2) otherwise prevent or materially delay performance by the Company of any of its material obligations under this Agreement or any Ancillary Agreement or (3) result in have a Company Material Adverse Effect. . (b) Section 3.13 3.18 of the Company Disclosure Schedule provides the Company’s good faith estimate Letter sets forth a list of each material loan or credit agreement, note, bond, mortgage, indenture and any other similar agreement or instrument pursuant to which any Indebtedness of the additional costs which will accrue Company and the Company Subsidiaries, other than Indebtedness payable to the Company under or a Company Subsidiary, is outstanding or may be incurred. (c) Section 3.18 of the contracts Company Disclosure Letter sets forth each interest rate cap, interest rate collar, interest rate swap, credit default swap, currency hedging transaction, any other derivative or similar counterparty relationship or any other agreement relating to a similar transaction to which the Company or any Company Subsidiary is a party or an obligor with respect thereto. Except as set forth in Section 3.18 of the Company Disclosure Letter, neither the Company nor any of the Company Subsidiaries is a party to any agreement which would restrict any of them from prepaying any of the Indebtedness without penalty or premium at any time or which requires any of them to maintain any amount of Indebtedness with respect to any of the Company Properties. (d) Except as set forth in Section 3.18 of the Company Disclosure Letter and copies of which have been made available to Parent, none of the Company or the Company Subsidiaries is a party to any agreement relating to the management of any Company Property by any Person other than the Company or a Company Subsidiary. (e) None of the Company or the Company Subsidiaries is a party to any agreement pursuant to which the Company or any Company Subsidiary manages or provides services with respect to any real properties other than Company Properties, except for the agreements described in clause the Company Disclosure Letter. (Af) of Section 3.13 as a result 3.18 of the transactions contemplated Company Disclosure Letter lists all agreements entered into by this Agreement the Company or any Ancillary Agreementof the Company Subsidiaries relating to the development, construction, rehabilitation or renovation of, or additions or expansions to, any Company Properties which are currently in effect and under which the Company or any of the Company Subsidiaries currently has, or reasonably expects to incur, an obligation in excess of $250,000. True and correct copies of such estimate isagreements have previously been delivered or made available to Parent. Section 3.18 of the Company Disclosure Letter lists all agreements entered into by the Company or any Company Subsidiary providing for the sale of, or option to sell, any Company Properties or the purchase of, or option to purchase, by the Company or any Company Subsidiary, on the one hand, or the other party thereto, on the other hand, any real estate, in each case, with respect to which the aggregatesale has not occurred or the option remains exercisable. (g) Except as set forth in Section 3.18 of the Company Disclosure Letter, accurate in all material respectsnone of the Company or any Company Subsidiary has any continuing contractual liability (i) for indemnification or otherwise under any agreement relating to the sale of real estate previously owned, whether directly or indirectly, by the Company or any Company Subsidiary, (ii) to pay any additional purchase price for any of the Company Properties or (iii) to make any reprorations or adjustments to prorations that may previously have been made with respect to any property currently or formerly owned by the Company. (h) Section 3.18 of the Company Disclosure Letter sets forth a list of each fee agreement between the Company and the Company Subsidiaries and any of their respective legal advisors.

Contracts; Debt Instruments. (a) Except as disclosed for documents listed in Section 3.13 Schedule 3.19(a)(i) of the Company Seller Disclosure ScheduleLetter (“Seller Material Contracts”), none there are no contracts or leases that are (i) material to the properties, assets and liabilities (taken together), financial condition, results of operations, prospects or the Business of the Company Seller Companies on a consolidated basis or any Company Subsidiary is a party to or bound by any contract (Aii) intercompany contracts between any of the benefits to Seller Companies and Seller or any party of which will be increased, or the vesting its other Subsidiaries. Except as set forth on Schedule 3.19(a)(ii) of the benefits to any party of which will be acceleratedSeller Disclosure Letter, by the occurrence of neither Seller nor any of the transactions contemplated by this Agreement or any Ancillary Agreement, or the value Seller Companies is in material violation of any of the benefits to any party of which will be calculated on the basis of any of the transactions contemplated by this Agreement or any Ancillary Agreement, or (B) which, as of the date hereof, (1) is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC), (2) which involves aggregate expenditures in excess of $50,000, (3) which involves annual expenditures in excess of $50,000 and is not cancelable within one year, (4) which contains any non-compete or exclusivity provisions with respect to any line of business or geographic area with respect to the Company, any Company Subsidiary or any of the Company’s current or future affiliates, or which restricts the conduct of any line of business by the Company, any Company Subsidiary or any of the Company’s current or future affiliates or any geographic area in which the Company, any Company Subsidiary or any of the Company’s current or future affiliates may conduct business, in each case in any material respect, or (5) which would prohibit or materially delay the consummation of the Merger or any of the transactions contemplated by this Agreement or any Ancillary Agreement. Each contract of the type described in Section 3.13, whether or not set forth in Section 3.13 of the Company Disclosure Schedule, is referred to herein as a “Company Material Contract.” Each Company Material Contract is valid and binding on the Company and each Company Subsidiary party thereto and, to the Company’s knowledge, each other party thereto, and in full force and effect, and the Company and each Company Subsidiary has in all material respects performed all obligations required to be performed by it to the date hereof under each Company Material Contract and, to the Company’s knowledge, each other party to each Company Material Contract has in all material respects performed all obligations required to be performed by it under such Company Material Contract, except as would not, individually or in the aggregate, reasonably be expected to (1) prevent or materially delay consummation of the Merger, (2) otherwise prevent or materially delay performance by the Company of any of its material obligations under this Agreement or any Ancillary Agreement or (3) result in a Company Material Adverse Effect. None of the Company or any Company Subsidiary knows of, or has received notice of, any violation or default under (or nor does there exist any condition which with the passage of time or the giving of notice or both would cause such a material violation of or material default under) any Company Seller Material Contract or any other contract to which it is a party or by which it or any of its properties or assets is bound. Each Seller Material Contract is in full force and effect, and is a legal, valid and binding obligation of Seller or one of the Seller Companies and, to the Knowledge of Seller, each of the other parties thereto, enforceable in accordance with its terms, except for violations as such enforceability may be limited by bankruptcy, insolvency, moratorium or defaults other similar laws relating to creditors’ rights and general principles of equity. No condition exists or event has occurred which (whether with or without notice or lapse of time or both) would constitute a default by Seller or one of the Seller Companies or, to the Knowledge of Seller, any other party thereto under any Seller Material Contract or result in a right of termination of any Seller Material Contract. (b) Except as set forth on Schedule 3.19(b) of the Seller Disclosure Letter, which shall be eliminated prior to Closing, none of the Seller Companies has any debt, including intercompany debt between any of the Seller Companies and Seller or any of its other Subsidiaries, and none of the Seller Companies is a party to, or otherwise obligated under any loan or credit agreements, notes, bonds, mortgages, indentures and other agreements and instruments pursuant to which any indebtedness may be incurred. (c) Except as set forth on Schedule 3.19(c) of the Seller Disclosure Letter, neither Seller nor any of the Seller Companies has entered into any contract, and there is no commitment, judgment, injunction, order or decree to which Seller or any of the Seller Companies is a party or subject to, that has or would not, individually or in the aggregate, reasonably be expected to (1) prevent have the effect of prohibiting or materially delay consummation impairing the conduct of the Merger, (2) otherwise prevent or materially delay performance Business in any material respect by the Company of any of its material obligations under this Agreement the Seller Companies or any Ancillary Agreement or (3) result in a Company Material Adverse Effect. Section 3.13 of the Company Disclosure Schedule provides the Company’s good faith estimate of the additional costs which will accrue to the Company under the contracts described in clause (A) of Section 3.13 material contract that may be terminable as a result of Purchaser’s status as a competitor of any party to such contract. Any payments required to eliminate the transactions contemplated by this Agreement or any Ancillary Agreement, and such estimate is, in items set forth on Schedule 3.19(c) of the aggregate, accurate in all material respectsSeller Disclosure Letter shall be made prior to Closing.

Contracts; Debt Instruments. (i) Section 3.01(o)(i) of the Company Disclosure Schedule lists all defaults that, to the Company's knowledge, currently exist, or that have existed at any time since December 31, 1997, and all conditions which upon the passage of time or the giving of notice would cause a violation or default, under the Credit Agreement (as defined in Section 8.03) (collectively, "Credit Defaults"), and identifies each such Credit Default that currently exists and each such Credit Default with respect to which a waiver or forbearance has been requested or obtained. (ii) Except as disclosed in Section 3.13 Sections 3.01(o)(i) and 3.02(o)(ii) of the Company Disclosure Schedule, none of neither the Company or any Company Subsidiary is a party to or bound by any contract (A) any of the benefits to any party of which will be increased, or the vesting of the benefits to any party of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or any Ancillary Agreement, or the value of any of the benefits to any party of which will be calculated on the basis of any of the transactions contemplated by this Agreement or any Ancillary Agreement, or (B) which, as of the date hereof, (1) is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC), (2) which involves aggregate expenditures in excess of $50,000, (3) which involves annual expenditures in excess of $50,000 and is not cancelable within one year, (4) which contains any non-compete or exclusivity provisions with respect to any line of business or geographic area with respect to the Company, any Company Subsidiary or any of the Company’s current or future affiliates, or which restricts the conduct of any line of business by the Company, any Company Subsidiary or any of the Company’s current or future affiliates or any geographic area in which the Company, any Company Subsidiary or any of the Company’s current or future affiliates may conduct business, in each case in any material respect, or (5) which would prohibit or materially delay the consummation of the Merger or any of the transactions contemplated by this Agreement or any Ancillary Agreement. Each contract of the type described in Section 3.13, whether or not set forth in Section 3.13 of the Company Disclosure Schedule, is referred to herein as a “Company Material Contract.” Each Company Material Contract is valid and binding on the Company and each Company Subsidiary party thereto and, to the Company’s knowledge, each other party thereto, and in full force and effect, and the Company and each Company Subsidiary has in all material respects performed all obligations required to be performed by it to the date hereof under each Company Material Contract and, to the Company’s knowledge, each other party to each Company Material Contract has in all material respects performed all obligations required to be performed by it under such Company Material Contract, except as would not, individually or in the aggregate, reasonably be expected to (1) prevent or materially delay consummation of the Merger, (2) otherwise prevent or materially delay performance by the Company of nor any of its material obligations under this Agreement Subsidiaries is in violation of or any Ancillary Agreement or (3) result in a Company Material Adverse Effect. None of the Company or any Company Subsidiary knows of, or has received notice of, any violation or default under (or nor does there exist any condition which with upon the passage of time or the giving of notice would cause such a violation of or default under) any Company Material Contract loan or credit agreement, note, bond, mortgage, indenture, lease, permit, concession, franchise, license or any other contract contract, agreement, arrangement or understanding to which it is a party or by which it or any of its properties or assets is bound, except for violations or defaults that would notthat, individually or in the aggregate, could not reasonably be expected to (1x) prevent or materially delay consummation have a Material Adverse Effect on the Company, (y) impair the ability of the Merger, (2) otherwise prevent or materially delay performance by the Company of any of to perform its material obligations under this Agreement or in any Ancillary Agreement material respect or (3z) result delay in a Company Material Adverse Effect. Section 3.13 of any material respect or prevent the Company Disclosure Schedule provides the Company’s good faith estimate of the additional costs which will accrue to the Company under the contracts described in clause (A) of Section 3.13 as a result consummation of the transactions contemplated by this Agreement. The agreements described in Section 3.01(o) of the Company Disclosure Schedule are in full force and effect and are binding on the Company and each of the Subsidiaries to the extent any such entity is a party thereto. (iii) The Company has made available to Parent (x) true and correct copies of the Credit Agreement and all other loan or credit agreements, notes, bonds, mortgages, indentures and other agreements and instruments pursuant to which any Indebtedness of the Company or any Ancillary Agreementof its Subsidiaries in an aggregate principal amount in excess of $50,000 is outstanding or may be incurred and (y) accurate information regarding the respective principal amounts outstanding thereunder as of the date hereof. For purposes of this Agreement,"Indebtedness" shall mean, with respect to any Person, without duplication, (A) all obligations of such Person for borrowed money, or with respect to deposits or advances of any kind to such Person, (B) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (C) all obligations of such Person under conditional sale or other title retention agreements relating to property purchased by such Person, (D) all obligations of such Person issued or assumed as the deferred purchase price of property or services (excluding obligations of such Person to creditors for raw materials, inventory, services and such estimate is, supplies incurred in the aggregateordinary course of such Person's business), accurate in (E) all material respectscapitalized lease obligations of such Person, (F) all obligations of others secured by a Lien on property or assets owned or acquired by such Person, whether or not the obligations secured thereby have been assumed, (G) all obligations of such Person under interest rate or currency hedging transactions (valued at the termination value thereof), (H) all letters of credit issued for the account of such Person and (I) all guarantees and arrangements having the economic effect of a guarantee of such Person of any Indebtedness of any other Person.

Contracts; Debt Instruments. (a) Except for documents filed or listed as exhibits to the Company Reports filed since December 1, 2002 or as otherwise disclosed herein, there are no contracts that are material to the business, properties, assets, financial condition or results of operations of the Company and its Subsidiaries taken as a whole (“Company Material Contracts”). Except as disclosed in Section 3.13 set forth on Schedule 3.24(a) of the Company Disclosure ScheduleLetter, none of neither the Company or any Company Subsidiary is a party to or bound by any contract (A) any of the benefits to any party of which will be increased, or the vesting of the benefits to any party of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or any Ancillary Agreement, or the value of any of the benefits to any party of which will be calculated on the basis of any of the transactions contemplated by this Agreement or any Ancillary Agreement, or (B) which, as of the date hereof, (1) is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC), (2) which involves aggregate expenditures in excess of $50,000, (3) which involves annual expenditures in excess of $50,000 and is not cancelable within one year, (4) which contains any non-compete or exclusivity provisions with respect to any line of business or geographic area with respect to the Company, any Company Subsidiary or any of the Company’s current or future affiliates, or which restricts the conduct of any line of business by the Company, any Company Subsidiary or any of the Company’s current or future affiliates or any geographic area in which the Company, any Company Subsidiary or any of the Company’s current or future affiliates may conduct business, in each case in any material respect, or (5) which would prohibit or materially delay the consummation of the Merger or any of the transactions contemplated by this Agreement or any Ancillary Agreement. Each contract of the type described in Section 3.13, whether or not set forth in Section 3.13 of the Company Disclosure Schedule, is referred to herein as a “Company Material Contract.” Each Company Material Contract is valid and binding on the Company and each Company Subsidiary party thereto and, to the Company’s knowledge, each other party thereto, and in full force and effect, and the Company and each Company Subsidiary has in all material respects performed all obligations required to be performed by it to the date hereof under each Company Material Contract and, to the Company’s knowledge, each other party to each Company Material Contract has in all material respects performed all obligations required to be performed by it under such Company Material Contract, except as would not, individually or in the aggregate, reasonably be expected to (1) prevent or materially delay consummation of the Merger, (2) otherwise prevent or materially delay performance by the Company of nor any of its material obligations under this Agreement Subsidiaries is in violation of or any Ancillary Agreement or (3) result in a Company Material Adverse Effect. None of the Company or any Company Subsidiary knows of, or has received notice of, any violation or default under (or nor does there exist any condition which with the passage of time or the giving of notice or both would cause such a violation of or default under) any Company Material Contract or any other contract to which it is a party or by which it or any of its properties or assets is bound. Each Company Material Contract is in full force and effect, and is a legal, valid and binding obligation of the Company or one of its Subsidiaries and, to the Company’s knowledge, each of the other parties thereto, enforceable in accordance with its terms, except for violations as such enforceability may be limited by bankruptcy, insolvency, moratorium or defaults that other similar laws relating to creditors’ rights and general principles of equity. No condition exists or event has occurred which (whether with or without notice or lapse of time or both) would not, individually or in the aggregate, reasonably be expected to (1) prevent or materially delay consummation of the Merger, (2) otherwise prevent or materially delay performance constitute a default by the Company of any or one of its material obligations Subsidiaries or, to the Company’s knowledge, any other party thereto under this Agreement any Company Material Contract or any Ancillary Agreement or (3) result in a right of termination of any Company Material Adverse Effect. Section 3.13 Contract. (b) Set forth in Schedule 3.24 of the Company Disclosure Schedule provides the Company’s good faith estimate Letter is, as of the additional costs date hereof, (i) a list of all loan or credit agreements, notes, bonds, mortgages, indentures and other agreements and instruments pursuant to which will accrue to any indebtedness of the Company under or its Subsidiaries in an aggregate principal amount in excess of $100,000 is outstanding or may be incurred, and (ii) the contracts described in clause respective principal amounts outstanding thereunder as of the date hereof. For purposes of this Section 3.24 and Section 5.1, “indebtedness” means, with respect to any Person, without duplication, (A) all obligations of Section 3.13 such Person for borrowed money, or with respect to deposits or advances of any kind to such Person, (B) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (C) all obligations of such Person upon which interest charges are customarily paid, (D) all obligations of such Person under conditional sale or other title retention agreements relating to property purchased by such Person, (E) all obligations of such Person issued or assumed as the deferred purchase price of property or services (excluding obligations of such Person or creditors for raw materials, inventory, services and supplies incurred in the ordinary course of business), (F) all capitalized lease obligations of such Person, (G) all obligations of others secured by any lien on property or assets owned or acquired by such Person, whether or not the obligations secured thereby have been assumed, (H) all obligations of such Person under interest rate or currency hedging transactions (valued at the termination value thereof), (I) all letters of credit issued for the account of such Person and (J) all guarantees and arrangements having the economic effect of a result guarantee by such Person of any indebtedness of any other Person. Except as set forth on Schedule 3.24 of the transactions contemplated Company Disclosure Letter, all of the outstanding indebtedness of the Company and each of its Subsidiaries may be prepaid by this Agreement the Company or its Subsidiary at any Ancillary Agreementtime without the consent or approval of, or prior notice to, any other Person, and such estimate is, in the aggregate, accurate in all material respectswithout payment of any premium or penalty.

Contracts; Debt Instruments. (i) Section 3.01(o)(i) of the Company Disclosure Schedule lists all defaults that, to the Company's knowledge, currently exist, or that have existed at any time since December 31, 1997, and all conditions which upon the passage of time or the giving of notice would cause a violation or default, under the Credit Agreement (as defined in Section 8.03) (collectively, "Credit Defaults"), and identifies each such Credit Default that currently exists and each such Credit Default with respect to which a waiver or forbearance has been requested or obtained. (ii) Except as disclosed in Section 3.13 Sections 3.01(o)(i) and 3.02(o)(ii) of the Company Disclosure Schedule, none of neither the Company or any Company Subsidiary is a party to or bound by any contract (A) any of the benefits to any party of which will be increased, or the vesting of the benefits to any party of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or any Ancillary Agreement, or the value of any of the benefits to any party of which will be calculated on the basis of any of the transactions contemplated by this Agreement or any Ancillary Agreement, or (B) which, as of the date hereof, (1) is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC), (2) which involves aggregate expenditures in excess of $50,000, (3) which involves annual expenditures in excess of $50,000 and is not cancelable within one year, (4) which contains any non-compete or exclusivity provisions with respect to any line of business or geographic area with respect to the Company, any Company Subsidiary or any of the Company’s current or future affiliates, or which restricts the conduct of any line of business by the Company, any Company Subsidiary or any of the Company’s current or future affiliates or any geographic area in which the Company, any Company Subsidiary or any of the Company’s current or future affiliates may conduct business, in each case in any material respect, or (5) which would prohibit or materially delay the consummation of the Merger or any of the transactions contemplated by this Agreement or any Ancillary Agreement. Each contract of the type described in Section 3.13, whether or not set forth in Section 3.13 of the Company Disclosure Schedule, is referred to herein as a “Company Material Contract.” Each Company Material Contract is valid and binding on the Company and each Company Subsidiary party thereto and, to the Company’s knowledge, each other party thereto, and in full force and effect, and the Company and each Company Subsidiary has in all material respects performed all obligations required to be performed by it to the date hereof under each Company Material Contract and, to the Company’s knowledge, each other party to each Company Material Contract has in all material respects performed all obligations required to be performed by it under such Company Material Contract, except as would not, individually or in the aggregate, reasonably be expected to (1) prevent or materially delay consummation of the Merger, (2) otherwise prevent or materially delay performance by the Company of nor any of its material obligations under this Agreement Subsidiaries is in violation of or any Ancillary Agreement or (3) result in a Company Material Adverse Effect. None of the Company or any Company Subsidiary knows of, or has received notice of, any violation or default under (or nor does there exist any condition which with upon the passage of time or the giving of notice would cause such a violation of or default under) any Company Material Contract loan or credit agreement, note, bond, mortgage, indenture, lease, permit, concession, franchise, license or any other contract contract, agreement, arrangement or understanding to which it is a party or by which it or any of its properties or assets is bound, except for violations or defaults that would notthat, individually or in the aggregate, could not reasonably be expected to (1x) prevent or materially delay consummation have a Material Adverse Effect on the Company, (y) impair the ability of the Merger, (2) otherwise prevent or materially delay performance by the Company of any of to perform its material obligations under this Agreement or in any Ancillary Agreement material respect or (3z) result delay in a Company Material Adverse Effect. Section 3.13 of any material respect or prevent the Company Disclosure Schedule provides the Company’s good faith estimate of the additional costs which will accrue to the Company under the contracts described in clause (A) of Section 3.13 as a result consummation of the transactions contemplated by this Agreement. The agreements described in Section 3.01(o) of the Company Disclosure Schedule are in full force and effect and are binding on the Company and each of the Subsidiaries to the extent any such entity is a party thereto. (iii) The Company has made available to Parent (x) true and correct copies of the Credit Agreement and all other loan or credit agreements, notes, bonds, mortgages, indentures and other agreements and instruments pursuant to which any Indebtedness of the Company or any Ancillary Agreementof its Subsidiaries in an aggregate principal amount in excess of $50,000 is outstanding or may be incurred and (y) accurate information regarding the respective principal amounts outstanding thereunder as of the date hereof. For purposes of this Agreement,"Indebtedness" shall mean, and such estimate iswith respect to any Person, in the aggregatewithout duplication, accurate in all material respects.(A)

Contracts; Debt Instruments. (a) Except as disclosed in Section 3.13 of the Filed Company Disclosure ScheduleSEC Documents, none of the Company or any Company Subsidiary is a party to or bound by any contract there are no Contracts that would constitute (Ai) any of the benefits to any party of which will be increased, or the vesting of the benefits to any party of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or any Ancillary Agreement, or the value of any of the benefits to any party of which will be calculated on the basis of any of the transactions contemplated by this Agreement or any Ancillary Agreement, or (B) which, as of the date hereof, (1) is a “"material contract” contracts" (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC), (2ii) which involves aggregate expenditures in excess of $50,000material contracts or agreements with customers (other than purchase orders), (3iii) which involves annual expenditures in excess of $50,000 and is not cancelable within one yearmaterial contracts or agreements with suppliers, (4iv) joint development agreements with customers, (v) settlement agreements pursuant to which contains any non-compete the Company or exclusivity provisions with respect to any line of business or geographic area with respect to the Company, any Company Subsidiary has any remaining material liability or any of the Company’s current obligation or future affiliates, or which restricts the conduct of any line of business by the Company, any Company Subsidiary or any of the Company’s current or future affiliates or any geographic area in which the Company, any Company Subsidiary or any of the Company’s current or future affiliates may conduct business(vi) material license agreements (other than "shrink wrap" software licenses), in each case in any material respect, or (5) to which would prohibit or materially delay the consummation of the Merger Company or any of the transactions contemplated by Company Subsidiary is a party, other than this Agreement, any other Contracts entered into in connection with this Agreement or any Ancillary Agreement. Each contract of the type described in Section 3.13, whether or not set forth in Section 3.13 of the Company Disclosure Schedule, is referred to herein as a “Company Material Contract.” Each Company Material Contract is valid and binding on the Company and each Company Subsidiary party thereto and, to the Company’s knowledge, each other party thereto, and in full force and effect, and the Company and each Company Subsidiary has in all material respects performed all obligations required to be performed by it to the date hereof under each Company Material Contract and, to and Contracts entered into after the Company’s knowledge, each other party to each Company Material Contract has in all material respects performed all obligations required to be performed by it under such Company Material Contract, except as would not, individually or in date hereof consistent with the aggregate, reasonably be expected to (1) prevent or materially delay consummation terms of the Merger, (2) otherwise prevent or materially delay performance by the Company of any of its material obligations under this Agreement or any Ancillary Agreement or (3) result in a Company Material Adverse EffectSection 5.01(a). None of the Company or any of the Company Subsidiary knows of, Subsidiaries is in violation of or has received notice of, any violation or in default under (or nor does there exist any condition which with upon the passage of time or the giving of notice would cause such a violation of or default under) any Company Material Contract or any other contract to which it is a party or by which it or any of its properties or assets is bound, except for violations or defaults that would could not, individually or in the aggregate, reasonably be expected to (1) prevent or materially delay consummation of the Merger, (2) otherwise prevent or materially delay performance by the Company of any of its material obligations under this Agreement or any Ancillary Agreement or (3) result in a Company Material Adverse Effect. (b) None of the Company or any Company Subsidiary is a party to or is otherwise bound by any Contract or covenant restricting in any material respect the development, manufacturing, marketing or distribution of the Company's or the Company Subsidiaries' existing business, products or services. None of the Company or any Company Subsidiary has entered into any Contract with any affiliate of the Company that is currently in effect other than Contracts disclosed in the Filed Company SEC Documents. (c) Set forth in Section 3.13 3.15(c) of the Company Disclosure Schedule provides the Company’s good faith estimate Letter is (x) a list of all material loan or credit agreements, notes, bonds, mortgages, indentures and other agreements and instruments pursuant to which any indebtedness of the additional costs which will accrue to Company or any of the Company under Subsidiaries is outstanding or may be incurred and (y) the contracts described in clause (A) of Section 3.13 respective amounts currently outstanding thereunder as a result of the transactions contemplated by this Agreement or any Ancillary Agreement, and such estimate is, in the aggregate, accurate in all material respectsdate hereof.

Contracts; Debt Instruments. (a) The Company has made available to Parent prior to the date of this Agreement complete and correct copies of each of the Material Contracts, each as amended or modified to the date hereof (including any waivers currently in effect with respect thereto). Except as disclosed set forth in Section 3.13 SECTION 4.13(a) of the Company Disclosure Schedule, none of the Company or any Company Subsidiary is a party to or bound by any contract Letter: (Ai) any of the benefits to any party of which will be increased, or the vesting of the benefits to any party of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or any Ancillary Agreement, or the value of any of the benefits to any party of which will be calculated on the basis of any of the transactions contemplated by this Agreement or any Ancillary Agreement, or (B) which, as of the date hereof, (1) is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC), (2) which involves aggregate expenditures in excess of $50,000, (3) which involves annual expenditures in excess of $50,000 and is not cancelable within one year, (4) which contains any non-compete or exclusivity provisions with respect to any line of business or geographic area with respect to the Company, any Company Subsidiary or any of the Company’s current or future affiliates, or which restricts the conduct of any line of business by the Company, any Company Subsidiary or any of the Company’s current or future affiliates or any geographic area in which the Company, any Company Subsidiary or any of the Company’s current or future affiliates may conduct business, in each case in any material respect, or (5) which would prohibit or materially delay the consummation of the Merger or any of the transactions contemplated by this Agreement or any Ancillary Agreement. Each contract of the type described in Section 3.13, whether or not set forth in Section 3.13 of the Company Disclosure Schedule, is referred to herein as a “Company Material Contract.” Each Company Material Contract is valid and binding on the Company and each the Company Subsidiary party thereto andSubsidiaries, to the Company’s knowledge, each other party theretoas applicable, and is in full force and effect, ; and (ii) neither the Company and each Company Subsidiary has in all material respects performed all obligations required to be performed by it to the date hereof under each Company Material Contract and, to the Company’s knowledge, each other party to each Company Material Contract has in all material respects performed all obligations required to be performed by it under such Company Material Contract, except as would not, individually or in the aggregate, reasonably be expected to (1) prevent or materially delay consummation of the Merger, (2) otherwise prevent or materially delay performance by the Company of nor any of its material obligations under this Agreement or any Ancillary Agreement or (3) result in a Company Material Adverse Effect. None of the Company Subsidiaries is in violation of or any Company Subsidiary knows of, or has received notice of, any violation or in default under (or nor does there exist any condition which with the passage of time or the giving of notice or both would cause such a violation of or default under) any Company Material Contract or any other contract to which it is a party or by which it or any of its properties or assets is bound, except for violations or defaults that would not, individually or in the aggregate, have, or reasonably be expected to (1) prevent or materially delay consummation of the Merger, (2) otherwise prevent or materially delay performance by the Company of any of its material obligations under this Agreement or any Ancillary Agreement or (3) result in have a Company Material Adverse Effect. Section 3.13 No condition exists or event has occurred which (whether with or without notice or lapse of time or both) would constitute a default by the Company or a Company Subsidiary or, to the Knowledge of the Company, any other party thereto under any Material Contract or result (other than due to consummation of the Offer or the Merger) in a right of termination of any Material Contract. (b) Set forth in SECTION 4.13(b) of the Company Disclosure Schedule provides the Company’s good faith estimate Letter is (i) a list of all loan or credit agreements, notes, bonds, mortgages, indentures and other agreements and instruments pursuant to which any Indebtedness of the additional costs which will accrue Company or the Company Subsidiaries in an aggregate principal amount in excess of $100,000 is outstanding or may be incurred, and (ii) the respective principal amounts currently outstanding thereunder. (c) Except as set forth in SECTION 4.13(c) of the Company Disclosure Letter, each of the Company and the Company Subsidiaries is not subject to the Company under terms of any non-competition, right of first refusal, option or other agreement (including any area restrictions) which may restrict in any way the contracts described in clause (A) of Section 3.13 as a result conduct or operations or future conduct or operations of the transactions contemplated by this Agreement business of the Company or any Ancillary Agreement, and such estimate is, in Company Subsidiary or the aggregate, accurate in all material respectsuse of the Company Intellectual Property Rights.

Contracts; Debt Instruments. Except as disclosed in or attached as exhibits to the Company SEC Filings or as disclosed in Section 3.13 3.11 of the Company Disclosure Schedule, none neither the Company nor any of the Company or any Company Subsidiary Subsidiaries is a party to or bound by any contract contract, arrangement, commitment or understanding (Awhether written or oral) (i) except as set forth in Section 3.09(e) of the Company Disclosure Schedule, any of the benefits to any party of which will be increased, or the vesting of the benefits to any party of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or any Ancillary Agreement, or the value of any of the benefits to any party of which will be calculated on the basis of any of the transactions contemplated by this Agreement or any Ancillary Agreement, or (Bii) which, as of the date hereof, (1) which is a “"material contract” " (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC), (2) which involves aggregate requires expenditures in excess of $50,000, (3) 25 million or which involves requires annual expenditures in excess of $50,000 10 million and is not cancelable within one year, that has not been filed or incorporated by reference in the Company SEC Filings, (4iii) which contains any material non-compete or exclusivity provisions with respect to any line of business or geographic area in which business is conducted with respect to the Company, any Company Subsidiary or any of the Company’s current or future affiliates, Company Subsidiaries or which restricts the conduct of any line of business by the Company, any Company Subsidiary or any of the Company’s current or future affiliates Company Subsidiaries or any geographic area in which the Company, any Company Subsidiary or any of the Company’s current or future affiliates Company Subsidiaries may conduct business, in each case in any material respect, or (5iv) which would prohibit or materially delay the consummation of the Merger or any of the transactions contemplated by this Agreement Agreement. The Company has previously made available to Parent true and correct copies of all employment and deferred compensation agreements with directors, executive officers and key employees, and material agreements with consultants, which are in writing and to which the Company or any Ancillary Agreementof the Company Subsidiaries is a party. Each contract contract, arrangement, commitment or understanding of the type described in this Section 3.133.11, whether or not set forth in Section 3.13 3.11 of the Company Disclosure Schedule, is referred to herein as a “"Company Material Contract.” " Each Company Material Contract is valid and binding on the Company and each or any of the Company Subsidiary party thereto andSubsidiaries, to the Company’s knowledge, each other party theretoas applicable, and in full force and effect, and the Company and each of the Company Subsidiary has Subsidiaries have in all material respects performed all obligations required to be performed by it them to the date hereof under each Company Material Contract and, to the Company’s knowledge, each other party to each Company Material Contract has in all material respects performed all obligations required to be performed by it under such Company Material Contract, except as would notwhere such noncompliance, individually or in the aggregate, reasonably be expected to (1) prevent or materially delay consummation of the Merger, (2) otherwise prevent or materially delay performance by the Company of any of its material obligations under this Agreement or any Ancillary Agreement or (3) result in would not have a Company Material Adverse Effect. None of Neither the Company or nor any Company Subsidiary knows of, or has received notice of, any violation or default under (or nor does there exist any condition which with the passage of time or the giving of notice would cause such a violation of or default under) any Company Material Contract or any other contract loan or credit agreement, note, bond, mortgage, indenture or lease, or any other contract, agreement, arrangement or understanding to which it is a party or by which it or any of its properties or assets is bound, except for violations or defaults that would not, individually or in the aggregate, reasonably be expected to (1) prevent or materially delay consummation of the Merger, (2) otherwise prevent or materially delay performance by the Company of any of its material obligations under this Agreement or any Ancillary Agreement or (3) result in a Company Material Adverse Effect. Set forth in Section 3.13 3.11 of the Company Disclosure Schedule provides is a description of any material changes to the amount and terms of the indebtedness of the Company and the Company Subsidiaries from that described in the notes to the financial statements incorporated in the Company’s good faith estimate of 's Form 10-K for the additional costs which will accrue to the Company under the contracts described in clause (A) of Section 3.13 as a result of the transactions contemplated by this Agreement or any Ancillary Agreementyear ended December 31, and such estimate is, in the aggregate, accurate in all material respects1996.

Contracts; Debt Instruments. 18 (a) Except for documents filed or listed as disclosed in Section 3.13 of exhibits to the Company APTI Disclosure Schedule, none of the Company or any Company Subsidiary is a party to or bound by any contract Letter (A) any of the benefits to any party of which will be increased, or the vesting of the benefits to any party of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or any Ancillary Agreement, or the value of any of the benefits to any party of which will be calculated on the basis of any of the transactions contemplated by this Agreement or any Ancillary Agreement, or (B) which“APTI Material Contracts”), as of the date hereofof this Agreement, (1) is a “there are no contracts or leases that are material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC), (2) which involves aggregate expenditures in excess of $50,000, (3) which involves annual expenditures in excess of $50,000 and is not cancelable within one year, (4) which contains any non-compete or exclusivity provisions with respect to any line of business or geographic area with respect to the Company, any Company Subsidiary or any of the Company’s current or future affiliates, or which restricts the conduct of any line of business by the Company, any Company Subsidiary or any of the Company’s current or future affiliates or any geographic area in which the Company, any Company Subsidiary or any of the Company’s current or future affiliates may conduct business, in each case in any material respectproperties, assets, financial condition or (5) which would prohibit or materially delay the consummation results of the Merger or any operations of the transactions contemplated by this Agreement or any Ancillary Agreement. Each contract of the type described in Section 3.13, whether or not set forth in Section 3.13 of the Company Disclosure Schedule, is referred to herein APTI and its Subsidiaries taken as a “Company Material Contract.” Each Company Material Contract is valid and binding on the Company and each Company Subsidiary party thereto and, to the Company’s knowledge, each other party thereto, and in full force and effect, and the Company and each Company Subsidiary has in all material respects performed all obligations required to be performed by it to the date hereof under each Company Material Contract and, to the Company’s knowledge, each other party to each Company Material Contract has in all material respects performed all obligations required to be performed by it under such Company Material Contract, except as would not, individually or in the aggregate, reasonably be expected to (1) prevent or materially delay consummation of the Merger, (2) otherwise prevent or materially delay performance by the Company of whole. Neither APTI nor any of its material obligations under this Agreement Subsidiaries is in violation of or any Ancillary Agreement or (3) result in a Company Material Adverse Effect. None of the Company or any Company Subsidiary knows of, or has received notice of, any violation or default under (or nor does there exist any condition which with the passage of time or the giving of notice or both would cause such a violation of or default under) any Company APTI Material Contract or any other contract to which it is a party or by which it or any of its properties or assets is bound, except for violations or defaults that would notnot have, individually or in the aggregate, an APTI Material Adverse Effect. Each APTI Material Contract is in full force and effect, and is a legal, valid and binding obligation of APTI or one of its Subsidiaries and, to the knowledge of APTI, each of the other parties thereto, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium or other similar laws relating to creditors’ rights and general principles of equity and except where the failure of any APTI Material Contract to be in full force and effect or a legal, valid and binding obligation and enforceable in accordance with its terms would not have, individually or in the aggregate, an APTI Material Adverse Effect. No condition exists or event has occurred which (whether with or without notice or lapse of time or both) would constitute a default by APTI or one of its Subsidiaries or, to the knowledge of APTI, any other party thereto under any APTI Material Contract or result in a right of termination of any APTI Material Contract, except for any condition or event that would not have, individually or in the aggregate, an APTI Material Adverse Effect. (b) As of the date of this Agreement, no loan or credit agreements, notes, bonds, mortgages, indentures and other agreements and instruments pursuant to which any indebtedness of APTI or its Subsidiaries is outstanding or may be incurred, except as disclosed on Schedule 4.18(b) of the APTI Disclosure Document. (c) Neither APTI nor any of its Subsidiaries has entered into any contract, and there is no commitment, judgment, injunction, order or decree to which APTI or any of its Subsidiaries is a party or subject to, that has or would reasonably be expected to (1) prevent have the effect of prohibiting or materially delay consummation impairing the conduct of the Merger, (2) otherwise prevent business by APTI or materially delay performance by the Company of any of its material obligations under this Agreement Subsidiaries (or of CCHI or any Ancillary Agreement of its other Subsidiaries after the Transaction) or (3) result in a Company Material Adverse Effect. Section 3.13 of the Company Disclosure Schedule provides the Company’s good faith estimate of the additional costs which will accrue to the Company under the contracts described in clause (A) of Section 3.13 any contract that may be terminable as a result of the transactions contemplated by this Agreement CCHI’s status as a competitor of any party to such contract, except, in each case, for any prohibition, impairment or any Ancillary Agreementtermination right that would not have, and such estimate is, individually or in the aggregate, accurate in all material respectsan APTI Material Adverse Effect.

Contracts; Debt Instruments. Except as disclosed (a) Neither the Partnership nor any Partnership Subsidiary is in Section 3.13 of monetary default or material nonmonetary default under any material loan, credit agreement, note, bond, mortgage, indenture, or other Indebtedness documentation and neither the Company Disclosure SchedulePartnership nor any Partnership Subsidiary has received written (or, none of to Seller Parties’ Knowledge, oral) notice that the Company Partnership or any Company Partnership Subsidiary is a party to in violation of or bound by in default under, and neither the Partnership nor any contract Partnership Subsidiary is (A) any with or without notice or lapse of the benefits to any party of which will be increasedtime, or the vesting both) in violation of the benefits to any party of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or any Ancillary Agreement, or the value of any of the benefits to any party of which will be calculated on the basis of any of the transactions contemplated by this Agreement or any Ancillary Agreement, or (B) which, as of the date hereof, (1) is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC), (2) which involves aggregate expenditures in excess of $50,000, (3) which involves annual expenditures in excess of $50,000 and is not cancelable within one year, (4) which contains any non-compete or exclusivity provisions with respect to any line of business or geographic area with respect to the Company, any Company Subsidiary or any of the Company’s current or future affiliates, or which restricts the conduct of any line of business by the Company, any Company Subsidiary or any of the Company’s current or future affiliates or any geographic area in which the Company, any Company Subsidiary or any of the Company’s current or future affiliates may conduct business, in each case in any material respect, or (5) which would prohibit or materially delay the consummation of the Merger or any of the transactions contemplated by this Agreement or any Ancillary Agreement. Each contract of the type described in Section 3.13, whether or not set forth in Section 3.13 of the Company Disclosure Schedule, is referred to herein as a “Company Material Contract.” Each Company Material Contract is valid and binding on the Company and each Company Subsidiary party thereto and, to the Company’s knowledge, each other party thereto, and in full force and effect, and the Company and each Company Subsidiary has in all material respects performed all obligations required to be performed by it to the date hereof under each Company Material Contract and, to the Company’s knowledge, each other party to each Company Material Contract has in all material respects performed all obligations required to be performed by it under such Company Material Contract, except as would not, individually or in the aggregate, reasonably be expected to (1) prevent or materially delay consummation of the Merger, (2) otherwise prevent or materially delay performance by the Company of any of its material obligations under this Agreement or any Ancillary Agreement or (3) result in a Company Material Adverse Effect. None of the Company or any Company Subsidiary knows of, or has received notice of, any violation or default under (or nor to the Seller Parties’ Knowledge does there exist any condition which with upon the passage of time or the giving of notice or both would cause such a violation of or default under) any Company Material Contract and, to the Seller Parties’ Knowledge, no other party is (with or without notice or lapse of time, or both) in violation of or in default under, any other contract material contract, agreement, arrangement or understanding (other than Service Contracts), to which it the Partnership or a Partnership Subsidiary is a party or by which it the Partnership or any Partnership Subsidiary or any of its properties the Partnership Properties or other material assets is bound, except for violations except, in each of the foregoing cases, to the extent that such violation or defaults that would notdefault, individually or in the aggregate, would not reasonably be expected to have a Partnership Material Adverse Effect (1collectively, “Contracts”). (b) prevent or materially delay consummation Schedule 2.15(b) of the MergerSeller Parties Disclosure Letter sets forth a list of each loan or credit agreement, note, bond, mortgage, indenture and any other agreement or instrument pursuant to which any Indebtedness (as hereinafter defined) of the Partnership or any of the Partnership Subsidiaries, other than Indebtedness payable to the Partnership or a Partnership Subsidiary or ordinary course trade Indebtedness, is outstanding or may be incurred. For purposes of this Section 2.15, “Indebtedness” shall mean (i) indebtedness for borrowed money, whether secured or unsecured, (2ii) otherwise prevent obligations under conditional sale or materially delay performance other title retention agreements relating to property purchased by such person, (iii) capitalized lease obligations, (iv) obligations under Swaps, and (v) guarantees of any Indebtedness of any other Person, (vi) all obligations evidenced by bonds, debentures, notes or other similar instruments, (vii) all obligations issued or assumed as the deferred purchase price of property or services, and (viii) all monetary obligations of others secured by a Lien on property or assets of the Partnership or Partnership Subsidiary (but not including mechanics’ or suppliers’ liens), whether or not the obligations secured thereby have been assumed. (c) Schedule 2.15(c) of the Seller Parties Disclosure Letter sets forth each interest rate cap, interest rate collar, interest rate swap, currency hedging transaction, and any other similar agreement relating to a similar transaction to which the Partnership or any Partnership Subsidiary is a party or an obligor with respect thereto (collectively, the “Swaps”). (d) Except as set forth in Schedule 2.15(d) of the Seller Parties Disclosure Letter, neither the Partnership nor any Partnership Subsidiary is a party to any material agreement relating to the management of any Partnership Property by any Person. (e) Neither the Partnership nor any of the Partnership Subsidiaries is a party to any agreement pursuant to which the Partnership or any Partnership Subsidiary manages or provides services with respect to any real properties other than Partnership Properties. (f) Schedule 2.15(f) of the Seller Parties Disclosure Letter lists all outstanding material agreements entered into by the Company of Partnership or any of its material obligations under the Partnership Subsidiaries relating to the development or construction of, or additions or expansions to, any Partnership Properties (or any properties with respect to which the Partnership has executed as of the date of this Agreement a purchase agreement or other similar agreement) which are currently in effect and under which the Partnership or any Ancillary Agreement or (3) result in a Company Material Adverse Effect. Section 3.13 of the Company Disclosure Partnership Subsidiaries currently has, or expects to incur, an obligation in excess of $100,000. True, correct and complete copies of such agreements have previously been delivered or made available to Buyer. (g) Intentionally omitted. (h) Except as set forth in Schedule provides the Company’s good faith estimate 2.15(h) of the additional costs which will accrue to Seller Parties Disclosure Letter, neither the Company under the contracts described in clause Partnership nor any Partnership Subsidiary has any material continuing contractual liability (A) for indemnification or otherwise under any agreement whereby it sold any real estate or any material asset previously owned, directly or indirectly, by the Partnership or any Partnership Subsidiary, or (B) to pay any additional purchase price for any of the Partnership Properties, or any equity or ownership interest in any entity. (i) Except for the Service Contracts, neither the Partnership nor any of the Partnership Subsidiaries is party to any Contract which (i) requires (or is reasonably likely to result in) a payment by any party in excess of, or a series of payments which in the aggregate exceed, $75,000 in any one year period or provides for the delivery of goods or performance of services, or any combination thereof, having a value in excess of $75,000, or (ii) is not terminable on thirty days’ notice or less without penalty. (j) Except as set forth in Schedule 2.15(j) of the Seller Parties Disclosure Letter, neither the Partnership nor any of the Partnership Subsidiaries is party to any Contract of any kind with any employee, manager, partner, officer, director or affiliate of the Partnership or any Partnership Subsidiary. (k) Except as set forth in Schedule 2.15(k) of the Seller Parties Disclosure Letter, neither the Partnership nor any of the Partnership Subsidiaries is party to any Contract involving any restrictions with respect to the geographical area of operations or scope or type of business of the Partnership or any Partnership Subsidiary. (l) Except as set forth in Schedule 2.15(l) of the Seller Parties Disclosure Letter, neither the Partnership nor any of the Partnership Subsidiaries is party to any power of attorney or agency agreement or arrangement with any Person pursuant to which such Person is granted the authority to act for or on behalf of the Partnership or any Partnership Subsidiary or the Partnership or any Partnership Subsidiary is granted the authority to act for or on behalf of any Person. (m) Schedule 2.15(m) of the Seller Parties Disclosure Letter sets forth all Contracts that limit or purport to limit the ability of the Partnership or the Partnership Subsidiaries to compete in any line of business or with any Person or in any geographic area or during any period of time. (n) Schedule 2.15(n) of the Seller Parties Disclosure Letter sets forth each brokerage agreement related to the Partnership Properties that is not terminable by Seller or a Seller Subsidiary on notice of 30 days or less. (o) Schedule 2.15(o) of the Seller Parties Disclosure Letter sets forth any other Contract that is individually material to the Partnership or Partnership Subsidiaries. (p) Schedule 2.15(p) of the Seller Parties Disclosure Letter sets forth the original principal amount, and the outstanding balance as of June 30, 2013, of the Mortgage Debt. Schedule 2.15(p) of the Seller Parties Disclosure Letter sets out all documents and agreements evidencing and securing the Mortgage Debt (the “Mortgage Debt Documents”). The Mortgage Debt Documents have not been amended, modified or supplemented except as set forth on said Schedule 2.15(p) of the Seller Parties Disclosure Letter. The applicable borrower is current on all payments of principal, interest and other sums, if any, due under the Mortgage Debt Documents. None of the respective lenders with respect to the Mortgaged Debt have given borrower or by any guarantor or indemnitor under the Mortgage Debt Documents any written notice of default under the Mortgage Debt Documents which has not been fully cured. Except to the extent consent may be required in connection with the consummation of this Agreement, no condition or circumstance exists that would constitute a default in any material respect by borrower or by any guarantor or indemnitor under the Mortgage Debt Documents. The Partnership and the applicable Partnership Subsidiaries have complied with all covenants relating to so-called special purpose entities and all other covenants and conditions necessary to preserve the applicable non-recourse provisions of the loans. Except as set forth in Schedule 2.15(p) of the Seller Parties Disclosure Letter, none of the lenders with respect to the Mortgaged Debt are holding tax, insurance or other escrows, or are holding any reserves for capital improvements, tenant improvement, interest or otherwise. (q) Each Contract of the type described in clauses (a) to (p) of this Section 2.15 and set forth in the applicable Schedule of the Seller Parties Disclosure Letter and each Contract of the type described in clauses (a) to (l) of Section 3.13 2.9 and set forth in Schedule 2.9 of the Seller Parties Disclosure Letter, is referred to herein as a result “Disclosed Contract”. Each Disclosed Contract is valid and binding on the Partnership and any of the transactions contemplated Partnership Subsidiaries that is a party thereto, as applicable, and in full force and effect (other than any such Disclosed Contracts that expire or are terminated after the date hereof in accordance with their terms or amended by agreement with the counterparty thereto) and enforceable against the Partnership or such Partnership Subsidiary and, to Seller Parties’ Knowledge, the other parties thereto in accordance with its terms; provided, that if any such Disclosed Contract is so amended in accordance with its terms after the date hereof (provided such amendment is not prohibited by the terms of this Agreement Agreement), then to the extent the representation and warranty contained in this sentence is made or deemed made as of any date that is after the date of such amendment, the reference to “Disclosed Contract” in the first clause of this sentence shall be deemed to be a reference to such contract as so amended. (r) Other than the Disclosed Contracts and the Service Contracts there are no contracts that are material to the conduct of the business of the Partnership or any Ancillary Agreement, and such estimate is, in of the aggregate, accurate in all material respectsPartnership Subsidiaries.

Contracts; Debt Instruments. Except as disclosed in or attached as exhibits to the Company SEC Filings or as disclosed in Section 3.13 3.11 of the Company Disclosure Schedule, none neither the Company nor any of the Company or any Company Subsidiary Subsidiaries is a party to or bound by any contract contract, arrangement, commitment or understanding (Awhether written or oral) (i) except as set forth in Section 3.09(e) of the Company Disclosure Schedule, any of the benefits to any party of which will be increased, or the vesting of the benefits to any party of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or any Ancillary Agreement, or the value of any of the benefits to any party of which will be calculated on the basis of any of the transactions contemplated by this Agreement or any Ancillary Agreement, or (Bii) which, as of the date hereof, (1) which is a “"material contract” " (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC), (2) which involves aggregate requires expenditures in excess of $50,000, (3) 25 million or which involves requires annual expenditures in excess of $50,000 10 million and is not cancelable within one year, that has not been filed or incorporated by reference in the Company SEC Filings, (4iii) which contains any material non-compete or exclusivity provisions with respect to any line of business or geographic area in which business is conducted with respect to the Company, any Company Subsidiary or any of the Company’s current or future affiliates, Company Subsidiaries or which restricts the conduct of any line of business by the Company, any Company Subsidiary or any of the Company’s current or future affiliates Company Subsidiaries or any geographic area in which the Company, any Company Subsidiary or any of the Company’s current or future affiliates Company Subsidiaries may conduct business, in each case in any material respect, or (5iv) which would prohibit or materially delay the consummation of the Merger or any of the transactions contemplated by this Agreement Agreement. The Company has previously made available to Parent true and correct copies of all employment and deferred compensation agreements with directors, executive officers and key employees, and material agreements with consultants, which are in writing and to which the Company or any Ancillary Agreementof the Company Subsidiaries is a party. Each contract contract, arrangement, commitment or understanding of the type described in this Section 3.133.11, whether or not set forth in Section 3.13 3.11 of the Company Disclosure 18 Schedule, is referred to herein as a “"Company Material Contract.” " Each Company Material Contract is valid and binding on the Company and each or any of the Company Subsidiary party thereto andSubsidiaries, to the Company’s knowledge, each other party theretoas applicable, and in full force and effect, and the Company and each of the Company Subsidiary has Subsidiaries have in all material respects performed all obligations required to be performed by it them to the date hereof under each Company Material Contract and, to the Company’s knowledge, each other party to each Company Material Contract has in all material respects performed all obligations required to be performed by it under such Company Material Contract, except as would notwhere such noncompliance, individually or in the aggregate, reasonably be expected to (1) prevent or materially delay consummation of the Merger, (2) otherwise prevent or materially delay performance by the Company of any of its material obligations under this Agreement or any Ancillary Agreement or (3) result in would not have a Company Material Adverse Effect. None of Neither the Company or nor any Company Subsidiary knows of, or has received notice of, any violation or default under (or nor does there exist any condition which with the passage of time or the giving of notice would cause such a violation of or default under) any Company Material Contract or any other contract loan or credit agreement, note, bond, mortgage, indenture or lease, or any other contract, agreement, arrangement or understanding to which it is a party or by which it or any of its properties or assets is bound, except for violations or defaults that would not, individually or in the aggregate, reasonably be expected to (1) prevent or materially delay consummation of the Merger, (2) otherwise prevent or materially delay performance by the Company of any of its material obligations under this Agreement or any Ancillary Agreement or (3) result in a Company Material Adverse Effect. Set forth in Section 3.13 3.11 of the Company Disclosure Schedule provides is a description of any material changes to the amount and terms of the indebtedness of the Company and the Company Subsidiaries from that described in the notes to the financial statements incorporated in the Company’s good faith estimate of 's Form 10-K for the additional costs which will accrue to the Company under the contracts described in clause (A) of Section 3.13 as a result of the transactions contemplated by this Agreement or any Ancillary Agreementyear ended December 31, and such estimate is, in the aggregate, accurate in all material respects1996.

Contracts; Debt Instruments. (a) Except as disclosed in Section 3.13 4.13(a) or 4.15(h) of the Company --------------- ------- Disclosure ScheduleLetter, none there are no Material Contracts relating to the business of the Company. Neither the Company nor any of the Company or any Company Subsidiary Subsidiaries is a party to or bound by any contract (A) any in violation of the benefits to any party of which will be increased, or the vesting of the benefits to any party of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or any Ancillary Agreement, or the value of any of the benefits to any party of which will be calculated on the basis of any of the transactions contemplated by this Agreement or any Ancillary Agreement, or (B) which, as of the date hereof, (1) is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC), (2) which involves aggregate expenditures in excess of $50,000, (3) which involves annual expenditures in excess of $50,000 and is not cancelable within one year, (4) which contains any non-compete or exclusivity provisions with respect to any line of business or geographic area with respect to the Company, any Company Subsidiary or any of the Company’s current or future affiliates, or which restricts the conduct of any line of business by the Company, any Company Subsidiary or any of the Company’s current or future affiliates or any geographic area in which the Company, any Company Subsidiary or any of the Company’s current or future affiliates may conduct business, in each case in any material respect, or (5) which would prohibit or materially delay the consummation of the Merger or any of the transactions contemplated by this Agreement or any Ancillary Agreement. Each contract of the type described in Section 3.13, whether or not set forth in Section 3.13 of the Company Disclosure Schedule, is referred to herein as a “Company Material Contract.” Each Company Material Contract is valid and binding on the Company and each Company Subsidiary party thereto and, to the Company’s knowledge, each other party thereto, and in full force and effect, and the Company and each Company Subsidiary has in all material respects performed all obligations required to be performed by it to the date hereof under each Company Material Contract and, to the Company’s knowledge, each other party to each Company Material Contract has in all material respects performed all obligations required to be performed by it under such Company Material Contract, except as would not, individually or in the aggregate, reasonably be expected to (1) prevent or materially delay consummation of the Merger, (2) otherwise prevent or materially delay performance by the Company of any of its material obligations under this Agreement or any Ancillary Agreement or (3) result in a Company Material Adverse Effect. None of the Company or any Company Subsidiary knows of, or has received notice of, any violation or default under (or nor does there exist any condition which with the passage of time or the giving of notice or both would cause such a violation of or default under) any Company Material Contract or any other contract to which it is a party or by which it or any of its properties or assets is bound, except for violations or defaults that would have not and could not, individually or in the aggregate, reasonably be expected to (1) prevent or materially delay consummation of the Merger, (2) otherwise prevent or materially delay performance by the Company of any of its material obligations under this Agreement or any Ancillary Agreement or (3) result in a Company Material Adverse Effect. Each Material Contract is in full force and effect, and is a legal, valid and binding obligation of the Company or a Company Subsidiary and, to the knowledge of the Company, each of the other parties thereto, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors' rights generally and general principles of equity (regardless of whether considered in a proceeding in equity or at law). No condition exists or event has occurred which (whether with or without notice or lapse of time or both) would constitute a default by the Company or a Company Subsidiary or, to the knowledge of the Company, any other party thereto under any Material Contract or result (other than due to consummation of the Offer or the Merger) in a right of termination of any Material Contract. (b) Set forth in Section 3.13 4.13(b) of the Company Disclosure Schedule provides the Company’s good faith estimate Letter is (i) a --------------- list of all loan or credit agreements, notes, bonds, mortgages, indentures and other agreements and instruments pursuant to which any Indebtedness of the additional costs which will accrue to Company or the Company under Subsidiaries in an aggregate principal amount in excess of $150,000 is outstanding or may be incurred, and (ii) the contracts described respective principal amounts currently outstanding thereunder. (c) Except as disclosed in clause (ASection 4.13(c) of Section 3.13 the Company Disclosure --------------- Letter, neither the Company nor any of the Company Subsidiaries has entered into any Contract and there is no commitment, judgment, injunction, Order or decree to which the Company or any Company Subsidiary is a party or subject to that has or could reasonably be expected to have the effect of prohibiting or impairing the conduct of business by the Company or any Company Subsidiary or any Contract that may be terminable as a result of Parent's status as a competitor of any party to such Contract or arrangement. Except as disclosed in Section 4.13(c) of --------------- the transactions contemplated by this Agreement Company Disclosure Letter, the Company and the Company Subsidiaries have not entered into any Contract under which the Company or any Ancillary AgreementCompany Subsidiary is restricted from selling, and such estimate islicensing or otherwise distributing any of their respective technology or products to, or providing services to, customers or potential customers or any class of customers, in any geographic area, during any period of time or in any segment of the aggregate, accurate in all material respectsmarket or line of business.

Contracts; Debt Instruments. (a) Except as disclosed in Section 3.13 of set forth on the Company Disclosure Schedule, none of there is no contract or agreement that is material to the Company business, condition (financial or any Company Subsidiary is a party to or bound by any contract (A) any of the benefits to any party of which will be increased, or the vesting of the benefits to any party of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or any Ancillary Agreement, or the value of any of the benefits to any party of which will be calculated on the basis of any of the transactions contemplated by this Agreement or any Ancillary Agreement, or (B) which, as of the date hereof, (1) is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SECotherwise), (2) which involves aggregate expenditures in excess properties, assets, results of $50,000, (3) which involves annual expenditures in excess of $50,000 and is not cancelable within one year, (4) which contains any non-compete operations or exclusivity provisions with respect to any line of business or geographic area with respect to the Company, any Company Subsidiary or any prospects of the Company’s current ; true, complete and correct copies of all such material contracts and agreements have heretofore been furnished or future affiliatesmade available to FORE. All such material contracts and agreements are in full force and effect and enforceable in accordance with their respective terms, or which restricts the conduct of any line of business by the Company, any Company Subsidiary or any of the Company’s current or future affiliates or any geographic area in which the Company, any Company Subsidiary or any of the Company’s current or future affiliates may conduct business, in each case in any material respect, or (5) which would prohibit or materially delay the consummation of the Merger or any of the transactions contemplated by this Agreement or any Ancillary Agreement. Each contract of the type described in Section 3.13, whether or not set forth in Section 3.13 of the Company Disclosure Schedule, is referred to herein as a “Company Material Contract.” Each Company Material Contract is valid and binding on the Company and each Company Subsidiary party thereto and, to the Company’s knowledge, each other party thereto, and in full force and effect, and best knowledge of the Company and each Company Subsidiary has in all material respects performed all obligations required to be performed by it to the date hereof under each Company Material Contract andManagement Shareholders, to the Company’s knowledge, each parties thereto other party to each Company Material Contract has in all material respects performed all obligations required to be performed by it under such Company Material Contract, except as would not, individually or in the aggregate, reasonably be expected to (1) prevent or materially delay consummation of the Merger, (2) otherwise prevent or materially delay performance by than the Company have complied, and are complying, with all of any of its their material obligations under this Agreement or any Ancillary Agreement or (3) result and are not in a Company Material Adverse Effect. None of the Company or any Company Subsidiary knows of, or has received notice of, any material violation or default under (or nor does there exist any condition which with upon the passage of time or the giving of notice would cause such a material violation of or default under) any of such material contracts or agreements. The Company is not in violation of or in default under (nor does there exist any condition which upon the passage of time or the giving of notice would cause such a violation of or default under) any Company Material Contract loan or credit agreement, note, bond, mortgage, indenture, lease, permit, concession, franchise, license or any other contract contract, agreement, arrangement or understanding to which it is a party or by which it or any of its properties or assets is bound, except for violations or defaults that would not, individually or in the aggregate, reasonably be expected to . (1b) prevent or materially delay consummation of the Merger, (2) otherwise prevent or materially delay performance by the Company of any of its material obligations under this Agreement or any Ancillary Agreement or (3) result in a Company Material Adverse Effect. Section 3.13 of Set forth on the Company Disclosure Schedule provides the Company’s good faith estimate is (i) a list of all loan or credit agreements, notes, bonds, mortgages, indentures and other agreements and instruments pursuant to which any indebtedness of the additional costs which will accrue Company is outstanding or may be incurred and (ii) the respective principal amounts currently outstanding thereunder. For purposes of this Agreement, "indebtedness" shall mean, with respect to the Company under the contracts described in clause any person, without duplication, (A) all obligations of Section 3.13 such person for borrowed money, or with respect to deposits or advances of any kind to such person, (B) all obligations of such person evidenced by bonds, debentures, notes or similar instruments, (C) all obligations of such person upon which interest charges are customarily paid, (D) all obligations of such person under conditional sale or other title retention agreements relating to property purchased by such person, (E) all obligations of such person issued or assumed as a result the deferred purchase price of the transactions contemplated by this Agreement property or any Ancillary Agreementservices (excluding obligations of such person to creditors for raw materials, inventory, services and such estimate is, supplies incurred in the aggregateordinary course of such person's business), accurate in (F) all material respectscapitalized lease obligations of such person, (G) all obligations of others secured by any lien on property or assets owned or acquired by such person, whether or not the obligations secured thereby have been assumed, (H) all obligations of such person under interest rate or currency hedging transactions (valued at the termination value thereof), (I) all letters of credit issued for the account of such person and (J) all guarantees and arrangements having the economic effect of a guarantee of such person of any indebtedness of any other person.

Contracts; Debt Instruments. (a) Except as disclosed in the Filed SEC Documents or in Section 3.13 4.13(a) of the Company Disclosure ScheduleLetter, none there are no Material Contracts or other significant agreements relating to the business of the Company. Neither the Company nor any of the Company or any Company Subsidiary Subsidiaries is a party to or bound by any contract (A) any in violation of the benefits to any party of which will be increased, or the vesting of the benefits to any party of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or any Ancillary Agreement, or the value of any of the benefits to any party of which will be calculated on the basis of any of the transactions contemplated by this Agreement or any Ancillary Agreement, or (B) which, as of the date hereof, (1) is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC), (2) which involves aggregate expenditures in excess of $50,000, (3) which involves annual expenditures in excess of $50,000 and is not cancelable within one year, (4) which contains any non-compete or exclusivity provisions with respect to any line of business or geographic area with respect to the Company, any Company Subsidiary or any of the Company’s current or future affiliates, or which restricts the conduct of any line of business by the Company, any Company Subsidiary or any of the Company’s current or future affiliates or any geographic area in which the Company, any Company Subsidiary or any of the Company’s current or future affiliates may conduct business, in each case in any material respect, or (5) which would prohibit or materially delay the consummation of the Merger or any of the transactions contemplated by this Agreement or any Ancillary Agreement. Each contract of the type described in Section 3.13, whether or not set forth in Section 3.13 of the Company Disclosure Schedule, is referred to herein as a “Company Material Contract.” Each Company Material Contract is valid and binding on the Company and each Company Subsidiary party thereto and, to the Company’s knowledge, each other party thereto, and in full force and effect, and the Company and each Company Subsidiary has in all material respects performed all obligations required to be performed by it to the date hereof under each Company Material Contract and, to the Company’s knowledge, each other party to each Company Material Contract has in all material respects performed all obligations required to be performed by it under such Company Material Contract, except as would not, individually or in the aggregate, reasonably be expected to (1) prevent or materially delay consummation of the Merger, (2) otherwise prevent or materially delay performance by the Company of any of its material obligations under this Agreement or any Ancillary Agreement or (3) result in a Company Material Adverse Effect. None of the Company or any Company Subsidiary knows of, or has received notice of, any violation or default under (or nor does there exist any condition which with the passage of time or the giving of notice or both would cause such a violation of or default under) any Company Material Contract or any other contract to which it is a party or by which it or any of its properties or assets is bound, except for violations or defaults that would have not and could not, individually or in the aggregate, reasonably be expected to (1) prevent or materially delay consummation of the Merger, (2) otherwise prevent or materially delay performance by the Company of any of its material obligations under this Agreement or any Ancillary Agreement or (3) result in a Company Material Adverse Effect. Except with respect to any termination right arising from the consummation of the Offer or the Merger, each Material Contract is in full force and effect, and is a legal, valid and binding obligation of the Company or a Company Subsidiary and, to the knowledge of the Company, each of the other parties thereto, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors' rights generally and general principles of equity (regardless of whether considered in a proceeding in equity or at law). No condition exists or event has occurred which (whether with or without notice or lapse of time or both) would constitute a default by the Company or a Company Subsidiary or, to the knowledge of the Company, any other party thereto under any Material Contract or result (other than due to consummation of the Offer or the Merger) in a right of termination of any Material Contract. (b) Set forth in Section 3.13 4.13(b) of the Company Disclosure Schedule provides the Company’s good faith estimate Letter is (i) a list of all loan or credit agreements, notes, bonds, mortgages, indentures and other agreements and instruments pursuant to which any indebtedness of the additional costs which will accrue to the Company under the contracts described in clause (A) of Section 3.13 as a result of the transactions contemplated by this Agreement or any Ancillary Agreement, of its subsidiaries in an aggregate principal amount in excess of $50,000 is outstanding or may be incurred and such estimate is, in (ii) the aggregate, accurate in all material respectsrespective principal amounts currently outstanding thereunder.

Contracts; Debt Instruments. Except as disclosed in Section 3.13 of the Company Disclosure Schedule, none of (a) All contracts and agreements binding on the Company or any Company Subsidiary is a party to or bound by any contract (A) any of the benefits to any party of which will be increased, or the vesting of the benefits to any party of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or any Ancillary Agreement, or the value of any of the benefits to any party of which will be calculated on the basis of any of the transactions contemplated by this Agreement or any Ancillary Agreement, or (B) which, as of the date hereof, (1) is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC), (2) which involves aggregate expenditures in excess of $50,000, (3) which involves annual expenditures in excess of $50,000 and is not cancelable within one year, (4) which contains any non-compete or exclusivity provisions with respect to any line of business or geographic area with respect to the Company, any Company Subsidiary its Subsidiaries or any of the Company’s current their assets or future affiliates, properties that is or which restricts the conduct of any line of business by the Company, any Company Subsidiary or any of the Company’s current or future affiliates or any geographic area in which the Company, any Company Subsidiary or any of the Company’s current or future affiliates may conduct business, in each case in any material respect, or (5) which would prohibit or materially delay the consummation of the Merger or any of the transactions contemplated by this Agreement or any Ancillary Agreement. Each contract of the type described in Section 3.13, whether or not set forth in Section 3.13 of the Company Disclosure Schedule, is referred to herein as a “Company Material Contract.” Each Company Material Contract is valid and binding on the Company and each Company Subsidiary party thereto and, to the Company’s knowledge, each other party thereto, and in full force and effect, and the Company and each Company Subsidiary has in all material respects performed all obligations was required to be performed by it to the date hereof under each Company Material Contract andfiled with any SEC Document have been so filed. Except as set forth on Schedule 2.15, to the Company’s knowledge, each other party to each Company Material Contract has in all material respects performed all obligations required to be performed by it under such Company Material Contract, except as would not, individually or in the aggregate, reasonably be expected to (1) prevent or materially delay consummation of the Merger, (2) otherwise prevent or materially delay performance by neither the Company of nor any of its material obligations under this Agreement Subsidiaries is in violation of or any Ancillary Agreement or (3) result in a Company Material Adverse Effect. None of the Company or any Company Subsidiary knows of, or has received notice of, any violation or default under (nor does there exist any event or any condition which with upon the passage of time or the giving of notice notice, or both, would cause such a violation of or default under) any Company Material Contract loan or credit agreement, note, bond, mortgage, indenture, lease, or any other contract contract, agreement, arrangement or understanding, to which it is a party or by which it or any of its properties or assets is bound, except for violations or defaults that would not, individually or in the aggregate, reasonably be expected to (1) prevent or materially delay consummation of the Merger, (2) otherwise prevent or materially delay performance by the Company of any of its material obligations under this Agreement or any Ancillary Agreement or (3) result in not have a Company Material Adverse Effect. Section 3.13 Neither the Company nor any of its Subsidiaries is a party to, or bound by, any contract or agreement that materially limits the ability of the Company Disclosure Schedule provides directly or through any of its Subsidiaries to compete in any line of business or with any person in any geographic area during any period of time. The Company is not aware of any indemnification, breach of contract or similar claims by or against the Company or any of its Subsidiaries which are pending or threatened (or which could be reasonably expected to be made in the future) with respect to the acquisition of any business by the Company’s good faith estimate . (b) Set forth on Schedule 2.15(b) of this Agreement is (i) a list of all loan or credit agreements, notes, bonds, mortgages, indentures and other agreements and instruments pursuant to which any indebtedness of the additional costs which will accrue to the Company under the contracts described in clause (A) of Section 3.13 as a result of the transactions contemplated by this Agreement or any Ancillary Agreementof its Subsidiaries in an aggregate principal amount in excess of $100,000 is outstanding or may be incurred and (ii) the respective principal amounts currently outstanding thereunder. For purposes of this Section 2.15, "indebtedness" shall mean, with respect to any Person, without duplication, (i) all obligations of such person for borrowed money, or with respect to deposits or advances of any kind to such person, (ii) all obligations of such person evidenced by bonds, debentures, notes or similar instruments, (iii) all obligations of such person upon which interest charges are customarily paid, (iv) all obligations of such person under conditional sale or other title retention agreements relating to property purchased by such person, (v) all obligations of such person issued or assumed as the deferred purchase price of property or services (excluding obligations of such person to creditors for raw materials, inventory, services and such estimate is, supplies incurred in the aggregateordinary course of such person's business), accurate (vi) all capitalized lease obligations of such person, (vii) all obligations of others secured by any Lien on property or assets owned or acquired by such person, whether or not the obligations secured thereby have been assumed, (viii) all obligations of such person under interest rate or currency hedging transactions (valued at the termination value thereof), (ix) all letters of credit issued for the account of such person (excluding letters of credit issued for the benefit of suppliers to support accounts payable to suppliers incurred in the ordinary course of business) and (x) all material respectsguarantees and arrangements having the economic effect of a guarantee of such Person of any indebtedness of any other person.

Contracts; Debt Instruments. (a) Except as disclosed in Section 3.13 SECTION 4.13(a) of the Company Disclosure ScheduleLetter, none there are no Material Contracts. Neither the Company nor any of the Company Subsidiaries is in violation of or any Company Subsidiary is a party in default under (nor, to or bound by any contract (A) any the Knowledge of the benefits to any party of which will be increased, or the vesting of the benefits to any party of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or any Ancillary Agreement, or the value of any of the benefits to any party of which will be calculated on the basis of any of the transactions contemplated by this Agreement or any Ancillary Agreement, or (B) which, as of the date hereof, (1) is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC), (2) which involves aggregate expenditures in excess of $50,000, (3) which involves annual expenditures in excess of $50,000 and is not cancelable within one year, (4) which contains any non-compete or exclusivity provisions with respect to any line of business or geographic area with respect to the Company, any Company Subsidiary or any of the Company’s current or future affiliates, or which restricts the conduct of any line of business by the Company, any Company Subsidiary or any of the Company’s current or future affiliates or any geographic area in which the Company, any Company Subsidiary or any of the Company’s current or future affiliates may conduct business, in each case in any material respect, or (5) which would prohibit or materially delay the consummation of the Merger or any of the transactions contemplated by this Agreement or any Ancillary Agreement. Each contract of the type described in Section 3.13, whether or not set forth in Section 3.13 of the Company Disclosure Schedule, is referred to herein as a “Company Material Contract.” Each Company Material Contract is valid and binding on the Company and each Company Subsidiary party thereto and, to the Company’s knowledge, each other party thereto, and in full force and effect, and the Company and each Company Subsidiary has in all material respects performed all obligations required to be performed by it to the date hereof under each Company Material Contract and, to the Company’s knowledge, each other party to each Company Material Contract has in all material respects performed all obligations required to be performed by it under such Company Material Contract, except as would not, individually or in the aggregate, reasonably be expected to (1) prevent or materially delay consummation of the Merger, (2) otherwise prevent or materially delay performance by the Company of any of its material obligations under this Agreement or any Ancillary Agreement or (3) result in a Company Material Adverse Effect. None of the Company or any Company Subsidiary knows of, or has received notice of, any violation or default under (or does there exist any condition which with the passage of time or the giving of notice or both would cause such a violation of or default under) any Company Material Contract or any other contract to which it is a party or by which it or any of its properties or assets is bound, except for violations or defaults that would have not and could not, individually or in the aggregate, reasonably be expected to (1) prevent or materially delay consummation of the Merger, (2) otherwise prevent or materially delay performance by the Company of any of its material obligations under this Agreement or any Ancillary Agreement or (3) result in a Company Material Adverse Effect. Section 3.13 Each Material Contract is in full force and effect, and is a legal, valid and binding obligation of the Company or a Company Subsidiary and, to the Knowledge of the Company, each of the other parties thereto, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors' rights generally and general principles of equity (regardless of whether considered in a proceeding in equity or at law). To the Knowledge of the Company, no condition exists or event has occurred which (whether with or without notice or lapse of time or both) would constitute a default by the Company or a Company Subsidiary or any other party thereto under any Material Contract or result (other than due to consummation of the Offer or the Merger) in a right of termination of any Material Contract. (b) Set forth in SECTION 4.13(b) of the Company Disclosure Schedule provides the Company’s good faith estimate Letter is (i) a list of all loan or credit agreements, notes, bonds, mortgages, indentures and other agreements and instruments pursuant to which any Indebtedness of the additional costs which will accrue to Company or the Company under the contracts described Subsidiaries in clause (A) an aggregate principal amount in excess of Section 3.13 as a result of the transactions contemplated by this Agreement $100,000 is outstanding or any Ancillary Agreementmay be incurred, and such estimate is, in (ii) the aggregate, accurate in all material respectsrespective principal amounts currently outstanding thereunder.

Contracts; Debt Instruments. (a) Except as disclosed for documents described in Section 3.13 Schedule 3.19 of the Company RIMCO Disclosure Schedule, none of the Company there are no contracts or any Company Subsidiary is a party to or bound by any contract (A) any of the benefits to any party of which will be increased, or the vesting of the benefits to any party of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or any Ancillary Agreement, or the value of any of the benefits to any party of which will be calculated on the basis of any of the transactions contemplated by this Agreement or any Ancillary Agreement, or (B) which, as of the date hereof, (1) is a “agreements that are material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC), (2) which involves aggregate expenditures in excess of $50,000, (3) which involves annual expenditures in excess of $50,000 and is not cancelable within one year, (4) which contains any non-compete or exclusivity provisions with respect to any line of business or geographic area with respect to the Company, any Company Subsidiary or any of the Company’s current or future affiliates, or which restricts the conduct of any line of business by the Company, any Company Subsidiary or any of the Company’s current or future affiliates or any geographic area in which the Company, any Company Subsidiary or any of the Company’s current or future affiliates may conduct business, in each case in any material respectproperties, assets, financial condition or (5) which would prohibit or materially delay the consummation results of the Merger or any operations of the transactions contemplated by this Agreement or any Ancillary Agreement. Each contract of the type described in Section 3.13, whether or not set forth in Section 3.13 of the Company Disclosure Schedule, is referred to herein RIMCO and its Subsidiaries taken as a whole (“Company RIMCO Material Contract.” Each Company Material Contract is valid and binding on the Company and each Company Subsidiary party thereto and, to the Company’s knowledge, each other party thereto, and in full force and effect, and the Company and each Company Subsidiary has in all material respects performed all obligations required to be performed by it to the date hereof under each Company Material Contract and, to the Company’s knowledge, each other party to each Company Material Contract has in all material respects performed all obligations required to be performed by it under such Company Material Contract, except as would not, individually or in the aggregate, reasonably be expected to (1) prevent or materially delay consummation of the Merger, (2) otherwise prevent or materially delay performance by the Company of Contracts”). Neither RIMCO nor any of its material obligations under this Agreement Subsidiaries is in violation of or any Ancillary Agreement or (3) result in a Company Material Adverse Effect. None of the Company or any Company Subsidiary knows of, or has received notice of, any violation or default under (or nor does there exist any condition which with the passage of time or the giving of notice or both would cause such a violation of or default under) any Company RIMCO Material Contract or any other contract to which it is a party or by which it or any of its properties or assets is bound, except for violations or defaults that would notnot reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on RIMCO. Each RIMCO Material Contract is in full force and effect, and is a legal, valid and binding obligation of RIMCO or one of its Subsidiaries and, to the Knowledge of RIMCO, each of the other parties thereto, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium or other similar laws relating to creditors’ rights and general principles of equity and except where the failure of any RIMCO Material Contract to be a legal, valid and binding obligation and enforceable in accordance with its terms would not have or could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on RIMCO. No condition exists or event has occurred which (1whether with or without notice or lapse of time or both) prevent would constitute a default by RIMCO or materially delay consummation one of its Subsidiaries or, to the Knowledge of RIMCO, any other party thereto under any RIMCO Material Contract or result in a right of termination of any RIMCO Material Contract, except for any condition or event that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on RIMCO. (b) Set forth in Schedule 3.19 of the MergerRIMCO Disclosure Schedule is, as of the date hereof, (2i) otherwise prevent a list of all loan or materially delay performance by the Company of credit agreements, notes, bonds, mortgages, indentures and other agreements and instruments pursuant to which RIMCO or any of its material obligations Subsidiaries has indebtedness outstanding or under this Agreement which indebtedness may be incurred, and (ii) the respective principal amounts outstanding thereunder as of the date hereof. (c) Neither RIMCO nor any of its Subsidiaries has entered into any contract and there is no commitment, judgment, injunction, order or decree to which RIMCO or any Ancillary Agreement of its Subsidiaries is a party or (3) result in a Company Material Adverse Effect. Section 3.13 subject to that has or would reasonably be expected to have the effect of prohibiting or impairing the Company Disclosure Schedule provides the Company’s good faith estimate conduct of the additional costs which will accrue to the Company under the contracts described in clause (A) business by RIMCO or any of Section 3.13 its Subsidiaries or any contract that may be terminable as a result of the transactions contemplated by this Agreement Whittier’s status as a competitor of any party to such contract, except, in each case, for any prohibition, impairment or any Ancillary Agreementtermination right that would not reasonably be expected to have, and such estimate is, individually or in the aggregate, accurate in a Material Adverse Effect on RIMCO. (d) Schedule 3.19 of the RIMCO Disclosure Schedule lists all material respectsemployment agreements with any employee of RIMCO and all obligations to any former employee of RIMCO.

Contracts; Debt Instruments. (a) Except as disclosed in Section 3.13 of the Company Disclosure ScheduleSEC Documents or in Schedule 2.20, none of there is no contract or agreement that purports to limit in any material respect the names or the geographic location in which the Company or any Company Subsidiary may conduct its business. Neither the Company nor any Company Subsidiary has received a written notice that the Company or any Company Subsidiary is a party to in violation of or bound by any contract in default under (A) any of the benefits to any party of which will be increased, or the vesting of the benefits to any party of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or any Ancillary Agreement, or the value of any of the benefits to any party of which will be calculated on the basis of any of the transactions contemplated by this Agreement or any Ancillary Agreement, or (B) which, as of the date hereof, (1) is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC), (2) which involves aggregate expenditures in excess of $50,000, (3) which involves annual expenditures in excess of $50,000 and is not cancelable within one year, (4) which contains any non-compete or exclusivity provisions with respect to any line of business or geographic area with respect nor to the Company, any Company Subsidiary or any of the Company’s current or future affiliates, or which restricts the conduct of any line of business by the Company, any Company Subsidiary or any of the Company’s current or future affiliates or any geographic area in which the Company, any Company Subsidiary or any of the Company’s current or future affiliates may conduct business, in each case in any material respect, or (5) which would prohibit or materially delay the consummation of the Merger or any of the transactions contemplated by this Agreement or any Ancillary Agreement. Each contract of the type described in Section 3.13, whether or not set forth in Section 3.13 Knowledge of the Company Disclosure Schedule, is referred to herein as a “Company Material Contract.” Each Company Material Contract is valid and binding on the Company and each Company Subsidiary party thereto and, to the Company’s knowledge, each other party thereto, and in full force and effect, and the Company and each Company Subsidiary has in all material respects performed all obligations required to be performed by it to the date hereof under each Company Material Contract and, to the Company’s knowledge, each other party to each Company Material Contract has in all material respects performed all obligations required to be performed by it under such Company Material Contract, except as would not, individually or in the aggregate, reasonably be expected to (1) prevent or materially delay consummation of the Merger, (2) otherwise prevent or materially delay performance by the Company of any of its material obligations under this Agreement or any Ancillary Agreement or (3) result in a Company Material Adverse Effect. None of the Company or any Company Subsidiary knows of, or has received notice of, any violation or default under (or does there exist any condition which with upon the passage of time or the giving of notice or both would cause such a violation of or default under) any Company Material Contract material loan or credit agreement, note, bond, mortgage, indenture, lease, permit, concession, franchise, license or any other contract material contract, agreement, arrangement or understanding, to which it is a party or by which it or any of its properties or assets is bound, except for violations as set forth in Schedule 2.20, nor does such a violation or defaults default exist, except to the extent that would notsuch violation or default, individually or in the aggregate, reasonably be expected to (1) prevent or materially delay consummation of the Merger, (2) otherwise prevent or materially delay performance by the Company of any of its material obligations under this Agreement or any Ancillary Agreement or (3) result in would not have a Company Material Adverse Effect. Section 3.13 . (b) Except for any of the following expressly identified in Company SEC Documents, Schedule 2.20 sets forth a list of each loan or credit agreement, note, bond, mortgage, indenture and any other agreement and instrument pursuant to which any Indebtedness of the Company Disclosure Schedule provides the Company’s good faith estimate of the additional costs which will accrue or any Company Subsidiary, other than Indebtedness payable to the Company or a Company Subsidiary, is outstanding or may be incurred (collectively, the "Debt Documents"), as well as the amount outstanding under each Debt Document as of September 30, 1998. For purposes of this Section 2.20, "Indebtedness" shall mean, to the contracts extent any such item exceeds $100,000, (i) indebtedness for borrowed money, whether secured or unsecured, (ii) obligations under conditional sale or other title retention agreements relating to property purchased by such person, (iii) capitalized lease obligations, (iv) obligations under interest rate cap, swap, collar or similar transaction or currency hedging transactions (valued at the termination value thereof), and (v) guarantees of any such indebtedness of any other person; but Indebtedness shall not include trade payables incurred in the ordinary course of business payable within 60 days. (c) To the extent not set forth in response to the requirements of Section 2.20(b), Schedule 2.20 sets forth each interest rate cap, interest rate collar, interest rate swap, currency hedging transaction, and any other agreement relating to a similar transaction to which the Company or any Company Subsidiary is a party or an obligor with respect thereto. (d) Except as set forth in Schedule 2.20, neither the Company nor any of the Company Subsidiaries is party to any agreement which would restrict any of them from prepaying any of their Indebtedness without penalty or premium at any time or which requires any of them to maintain any amount of Indebtedness with respect to any of the Company Properties. (e) Neither the Company nor any of the Company Subsidiaries is a party to any agreement relating to the management of any of the Company Properties except the agreements described in clause Schedule 2.20 (the "Third Party Management Agreements"). True and complete copies of the Third Party Management Agreements have previously been made available to Acquiror. (f) Neither the Company nor any of the Company Subsidiaries is a party to any agreement pursuant to which the Company or any Company Subsidiary manages any real properties other than Company Properties, except for the agreements described in Schedule 2.20 (the "Outside Property Management Agreements"). (g) Except for budgeted construction disclosed in the Company Capital Budget or in Schedule 2.24, Schedule 2.20 lists all agreements entered into by the Company or any of the Company Subsidiaries relating to the development or construction of, or additions or expansions to, any Company Properties which are currently in effect and under which the Company or any of the Company Subsidiaries currently has, or expects to incur, an obligation in excess of $100,000. True and correct copies of such agreements have previously been delivered or made available to Acquiror. (h) Schedule 2.20 lists all agreements entered into by the Company or any of the Company Subsidiaries providing for the sale of, or option to sell, any Company Properties or the purchase of, or option to purchase, any real estate which are currently in effect. (i) Except as set forth in Schedule 2.20, neither the Company nor any Company Subsidiary has any continuing contractual liability (i) for indemnification or otherwise under any agreement relating to the sale of real estate previously owned, whether directly or indirectly, by the Company or any Company Subsidiary, except for standard indemnification provisions entered into in the normal course of business, (ii) to pay any additional purchase price for any of the Company Properties, or (iii) to make any reprorations or adjustments to prorations involving an amount in excess of $50,000 (other than real estate taxes) that may previously have been made with respect to any property currently or formerly owned by the Company. (j) Except as set forth in Schedule 2.20, neither the Company nor any Company Subsidiary has entered into or is subject, directly or indirectly, to any "Tax Protection Agreements," true and correct copies of which have been made available to Acquiror. As used herein, a Tax Protection Agreement is an agreement, oral or written, (A) that has as one of Section 3.13 its purposes to permit a person or entity to take the position that such person or entity could defer federal taxable income that otherwise might have been recognized upon a transfer of property to the Partnership or any other Company Subsidiary that is treated as a result partnership for federal income tax purposes, and (B) that (i) prohibits or restricts in any manner the disposition of any assets of the transactions contemplated by this Agreement Company or any Ancillary AgreementCompany Subsidiary, and (including, without limitation, requiring the Company or any Company Subsidiary to indemnify any person for any tax liabilities resulting from any such estimate isdisposition), (ii) requires that the Company or any Company Subsidiary maintain, or put in place, or replace, indebtedness, whether or not secured by one or more of the Company Properties, or (iii) requires that the Company or any Company Subsidiary offer to any person or entity at any time the opportunity to guarantee or otherwise assume, directly or indirectly, the risk of loss for federal income tax purposes for indebtedness or other liabilities of the Company or any Company Subsidiary. (k) Except as set forth in Schedule 2.20, there are no material outstanding contractual obligations of the Company or any Company Subsidiary to provide any funds to, or make any investment (in the aggregateform of a loan, accurate capital contribution or otherwise) in, any Company Subsidiary or any other Person. (l) Except as set forth in all material respectsSchedule 2.20, there are no outstanding contracts that are not terminable upon 30 days notice which require annual payments in excess of $150,000.

Contracts; Debt Instruments. (a) Except as disclosed in Section 3.13 of the Company Disclosure ScheduleLetter, none of (i) there is no Contract that has a future liability to the Company and the Company Subsidiaries, taken as a whole, in excess of $200,000 per annum or $500,000 over the lifetime of such Contract (a "MATERIAL CONTRACT"), and (ii) neither the Company nor any Company Subsidiary is a party to the lessee under any lease (whether of real or bound by any contract (Apersonal property) any of the benefits to any party of which will be increased, or the vesting of the benefits to any party of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or any Ancillary Agreement, or the value of any of the benefits to any party of which will be calculated on the basis of any of the transactions contemplated by this Agreement or any Ancillary Agreement, or (B) which, as of the date hereof, (1) is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC), (2) which involves aggregate expenditures that requires annual payments in excess of $50,000, (3) which involves annual expenditures in excess 200,000 or $500,000 over the lifetime of $50,000 and is not cancelable within one year, (4) which contains any non-compete or exclusivity provisions with respect to any line of business or geographic area with respect to such lease. Neither the Company, Company nor any Company Subsidiary or any of the Company’s current or future affiliates, or which restricts the conduct of any line of business by the Company, any Company Subsidiary or any of the Company’s current or future affiliates or any geographic area is in which the Company, any Company Subsidiary or any of the Company’s current or future affiliates may conduct business, in each case violation in any material respect, or (5) which would prohibit or materially delay the consummation respect of the Merger or any of the transactions contemplated by this Agreement or any Ancillary Agreement. Each contract of the type described in Section 3.13, whether or not set forth in Section 3.13 of the Company Disclosure Schedule, is referred to herein as a “Company Material Contract.” Each Company Material Contract is valid and binding on the Company and each Company Subsidiary party thereto and, to the Company’s knowledge, each other party thereto, and in full force and effect, and the Company and each Company Subsidiary has in all material respects performed all obligations required to be performed by it to the date hereof under each Company Material Contract and, to the Company’s knowledge, each other party to each Company Material Contract has in all material respects performed all obligations required to be performed by it under such Company Material Contract, except as would not, individually or in the aggregate, reasonably be expected to (1) prevent or materially delay consummation of the Merger, (2) otherwise prevent or materially delay performance by the Company of default in any of its material obligations under this Agreement or any Ancillary Agreement or (3) result in a Company Material Adverse Effect. None of the Company or any Company Subsidiary knows of, or has received notice of, any violation or default respect under (or nor does there exist any condition which with upon the passage of time or the giving of notice would cause such a violation of or default under) any Company Material Contract or any other contract to which it is a party or by which it or any of its properties or assets is bound, except for violations or defaults that would notand, individually or in to the aggregate, reasonably be expected to (1) prevent or materially delay consummation knowledge of the MergerCompany, no other party to any such Material Contract is (2with or without the lapse of time or the giving of notice, or both) otherwise prevent in breach or materially delay performance by the default in any material respect thereunder. (b) The Company Disclosure Letter sets forth (i) a list of all loan or credit agreements, notes, bonds, mortgages, indentures and other agreements and instruments pursuant to which any of its material obligations under this Agreement or any Ancillary Agreement or (3) result in a Company Material Adverse Effect. Section 3.13 indebtedness of the Company Disclosure Schedule provides or any Company Subsidiary in an aggregate principal amount in excess of $100,000 is outstanding or may be incurred and (ii) the Company’s good faith estimate of the additional costs which will accrue respective principal amounts currently outstanding thereunder. (c) The Company Filed SEC Documents include as exhibits thereto all Contracts that are required to be filed by the Company under the contracts described in clause (A) of Section 3.13 as a result of the transactions contemplated by this Agreement or any Ancillary Agreement, and such estimate is, in the aggregate, accurate in all material respectsExchange Act.

Contracts; Debt Instruments. (a) Except for documents filed or listed as disclosed in Section 3.13 of exhibits to the Company Disclosure Schedule▇▇▇▇▇ Reports filed since July 31, none of the Company or any Company Subsidiary is a party to or bound by any contract 2002 (A) any of the benefits to any party of which will be increased, or the vesting of the benefits to any party of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or any Ancillary Agreement, or the value of any of the benefits to any party of which will be calculated on the basis of any of the transactions contemplated by this Agreement or any Ancillary Agreement, or (B) which, as of the date hereof, (1) is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC"▇▇▇▇▇ Material Contracts"), (2) which involves aggregate expenditures in excess of $50,000, (3) which involves annual expenditures in excess of $50,000 and is not cancelable within one year, (4) which contains any non-compete there are no contracts or exclusivity provisions with respect to any line of business or geographic area with respect leases that are material to the Company, any Company Subsidiary or any of the Company’s current or future affiliates, or which restricts the conduct of any line of business by the Company, any Company Subsidiary or any of the Company’s current or future affiliates or any geographic area in which the Company, any Company Subsidiary or any of the Company’s current or future affiliates may conduct business, in each case in any material respectproperties, assets, financial condition or (5) which would prohibit or materially delay the consummation results of the Merger or any operations of the transactions contemplated by this Agreement or any Ancillary Agreement. Each contract of the type described in Section 3.13, whether or not set forth in Section 3.13 of the Company Disclosure Schedule, is referred to herein ▇▇▇▇▇ and its Subsidiaries taken as a “Company Material Contract.” Each Company Material Contract is valid and binding on the Company and each Company Subsidiary party thereto and, to the Company’s knowledge, each other party thereto, and in full force and effect, and the Company and each Company Subsidiary has in all material respects performed all obligations required to be performed by it to the date hereof under each Company Material Contract and, to the Company’s knowledge, each other party to each Company Material Contract has in all material respects performed all obligations required to be performed by it under such Company Material Contract, except as would not, individually or in the aggregate, reasonably be expected to (1) prevent or materially delay consummation of the Merger, (2) otherwise prevent or materially delay performance by the Company of whole. Neither ▇▇▇▇▇ nor any of its material obligations under this Agreement Subsidiaries is in violation of or any Ancillary Agreement or (3) result in a Company Material Adverse Effect. None of the Company or any Company Subsidiary knows of, or has received notice of, any violation or default under (or nor does there exist any condition which with the passage of time or the giving of notice or both would cause such a violation of or default under) any Company ▇▇▇▇▇ Material Contract or any other contract to which it is a party or by which it or any of its properties or assets is bound, except for violations or defaults that would notnot have, individually or in the aggregate, a ▇▇▇▇▇ Material Adverse Effect. Each ▇▇▇▇▇ Material Contract is in full force and effect, and is a legal, valid and binding obligation of ▇▇▇▇▇ or one of its Subsidiaries and, to the knowledge of ▇▇▇▇▇, each of the other parties thereto, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium or other similar laws relating to creditors' rights and general principles of equity and except where the failure of any ▇▇▇▇▇ Material Contract to be in full force and effect or a legal, valid and binding obligation and enforceable in accordance with its terms would not have, individually or in the aggregate, a ▇▇▇▇▇ Material Adverse Effect. No condition exists or event has occurred which (whether with or without notice or lapse of time or both) would constitute a default by ▇▇▇▇▇ or one of its Subsidiaries or, to the knowledge of ▇▇▇▇▇, any other party thereto under any ▇▇▇▇▇ Material Contract or result in a right of termination of any ▇▇▇▇▇ Material Contract, except for any condition or event that would not have, individually or in the aggregate, a ▇▇▇▇▇ Material Adverse Effect. (b) Set forth in Schedule 3.19(b) of the ▇▇▇▇▇ Disclosure Letter is, as of the date hereof, (i) a list of all loan or credit agreements, notes, bonds, mortgages, indentures and other agreements and instruments pursuant to which any indebtedness of ▇▇▇▇▇ or its Subsidiaries in an aggregate principal amount in excess of $1,000,000 is outstanding or may be incurred, (ii) the respective principal amounts outstanding thereunder as of the date hereof and (iii) the approximate amount of consolidated cash and cash equivalents of ▇▇▇▇▇ and its Subsidiaries as of the date hereof. (c) Neither ▇▇▇▇▇ nor any of its Subsidiaries has entered into any contract, and there is no commitment, judgment, injunction, order or decree to which ▇▇▇▇▇ or any of its Subsidiaries is a party or subject to, that has or would reasonably be expected to (1) prevent have the effect of prohibiting or materially delay consummation impairing the conduct of the Merger, (2) otherwise prevent business by ▇▇▇▇▇ or materially delay performance by the Company of any of its material obligations under this Agreement Subsidiaries (or of Parent or any Ancillary Agreement of its other Subsidiaries after the Mergers) or (3) result in a Company Material Adverse Effect. Section 3.13 of the Company Disclosure Schedule provides the Company’s good faith estimate of the additional costs which will accrue to the Company under the contracts described in clause (A) of Section 3.13 any contract that may be terminable as a result of the transactions contemplated by this Agreement Frontier's status as a competitor of any party to such contract, except, in each case, for any prohibition, impairment or any Ancillary Agreementtermination right that would not have, and such estimate is, individually or in the aggregate, accurate in all material respectsa ▇▇▇▇▇ Material Adverse Effect.

Contracts; Debt Instruments. (i) Neither the Company nor any of its Subsidiaries is, or has received any notice or has any knowledge that any other party, as of the date hereof, is, or by virtue of the transactions contemplated hereby, will be, in default in any respect under any contract, agreement, commitment, arrangement, lease, policy or other instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any such subsidiary is bound, except for those defaults which could not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect with respect to the Company; and, to the knowledge of the Company, there has not occurred any event, nor will this transaction by its terms cause the occurrence of any event, that with the lapse of time or the giving of notice or both would constitute such a default. (ii) The Company has made available to Parent (x) true and correct copies (or accurate English translations) of all loan or credit agreements, notes, bonds, mortgages, indentures and other agreements and instruments pursuant to which any indebtedness (as defined in section 8.04) of the Company or any of its Subsidiaries in an aggregate principal amount in excess of $500,000 is outstanding or may be incurred and (y) accurate information regarding the respective principal amounts currently outstanding thereunder. (iii) Except as disclosed set forth in Section 3.13 3.01(m)(iii) of the Company Disclosure Schedule, none of neither the Company or nor any Company Subsidiary of its Subsidiaries is a party to or bound by any contract agreement nor is there any judgment, decree, injunction, rule or order of any Governmental Authority or arbitrator outstanding against the Company or any of its Subsidiaries, that, following the Effective Time of the Merger, would impose any material restriction on the ability of Parent or any of its Subsidiaries (Aincluding the Surviving Corporation and its Subsidiaries) to conduct any of the benefits to any party of which will be increased, or the vesting of the benefits to any party of which will be accelerated, businesses currently conducted by the occurrence of any of the transactions contemplated by this Agreement or any Ancillary Agreement, or the value of any of the benefits to any party of which will be calculated on the basis of any of the transactions contemplated by this Agreement or any Ancillary Agreement, or them. (Biv) which, Except as of the date hereof, (1) is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC), (2) which involves aggregate expenditures in excess of $50,000, (3) which involves annual expenditures in excess of $50,000 and is not cancelable within one year, (4) which contains any non-compete or exclusivity provisions with respect to any line of business or geographic area with respect to the Company, any Company Subsidiary or any of the Company’s current or future affiliates, or which restricts the conduct of any line of business by the Company, any Company Subsidiary or any of the Company’s current or future affiliates or any geographic area in which the Company, any Company Subsidiary or any of the Company’s current or future affiliates may conduct business, in each case in any material respect, or (5) which would prohibit or materially delay the consummation of the Merger or any of the transactions contemplated by this Agreement or any Ancillary Agreement. Each contract of the type described in Section 3.13, whether or not set forth in Section 3.13 3.01(m)(iv) of the Company Disclosure Schedule, is referred to herein as a “Company Material Contract.” Each Company Material Contract is valid and binding on neither the Company and each Company Subsidiary nor any of its Subsidiaries is a party thereto andto or bound by any agreement which, pursuant to the requirements of Form 10-K under the Exchange Act, would be required to be filed as an exhibit to an Annual Report on Form 10-K of the Company, except agreements included or incorporated by reference as exhibits to the Company’s knowledge's Annual Report on Form 10-K for the fiscal year ended June 30, each other party thereto, and in full force and effect, and the Company and each Company Subsidiary has in all material respects performed all obligations required to be performed by it to the date hereof under each Company Material Contract and, to the Company’s knowledge, each other party to each Company Material Contract has in all material respects performed all obligations required to be performed by it under such Company Material Contract, except as would not, individually or in the aggregate, reasonably be expected to (1) prevent or materially delay consummation of the Merger, (2) otherwise prevent or materially delay performance by the Company of any of its material obligations under this Agreement 1997 or any Ancillary Agreement or Recent SEC Document. (3v) result Set forth in a Company Material Adverse Effect. None of the Company or any Company Subsidiary knows of, or has received notice of, any violation or default under (or any condition which with the passage of time or the giving of notice would cause such a violation of or default underSection 3.01(m)(v) any Company Material Contract or any other contract to which it is a party or by which it or any of its properties or assets is bound, except for violations or defaults that would not, individually or in the aggregate, reasonably be expected to (1) prevent or materially delay consummation of the Merger, (2) otherwise prevent or materially delay performance by the Company of any of its material obligations under this Agreement or any Ancillary Agreement or (3) result in a Company Material Adverse Effect. Section 3.13 of the Company Disclosure Schedule provides are all (a) (i) data supply contracts and (ii) customer contracts between the Company or any of its Subsidiaries and third parties involving the provision of products or services in more than one country; (b) contracts between the Company or any of its Subsidiaries, on the one hand, and any of their respective directors, officers, employees or affiliates, or any former directors, officers, employees or affiliates of the Company’s good faith estimate , on the other hand (other than the Excluded Employment Agreements); (c) joint venture and/or agreements and development agreements to which the Company or any of its Subsidiaries is a party; and (d) contracts between the Company or any of its Subsidiaries, on the one hand, either National Data Corporation, Source Informatics Inc. and/or Pharmaceutical Marketing Services Inc. or any of their respective subsidiaries, on the other hand. (vi) Except as disclosed in Section 3.01(m)(vi) of the additional costs which will accrue Company Disclosure Schedule, (i) as of the date of this Agreement, with respect to each of its current customers, neither the Company nor any of its Subsidiaries has received notice to the effect that (or has knowledge that) any such customer intends to terminate or otherwise modify its relationship with the Company under or any of its Subsidiaries or decrease or limit the contracts described services rendered or products sold by the Company or its Subsidiaries, which termination, modification, decrease or limit would in clause (A) of Section 3.13 as the aggregate result in a result decrease in revenues of the transactions contemplated by this Agreement Company and its Subsidiaries in an amount in excess of $500,000 on an annualized basis and (ii) during the fiscal year ended June 30, 1997, no customer of the Company or its Subsidiaries terminated or otherwise modified its relationship with the Company or any Ancillary Agreementof its Subsidiaries or decreased or limited the services rendered or products sold by the Company or its Subsidiaries, which termination, modification, decrease or limit resulted in an aggregate decrease in revenues of the Company and such estimate isits Subsidiaries in an amount in excess of $500,000 for the fiscal year ended June 30, 1997 as compared to the fiscal year ended June 30, 1996. (vii) The Company has not entered into any material purchase commitment, customer contract or other arrangement with any third party that was not entered into in the aggregateordinary course of business of the Company and consistent with its past practice or which contains any material term that is not customary with respect to commitments, accurate in all material respectscontracts or arrangements of such type.

Contracts; Debt Instruments. Except as disclosed in (a) Section 3.13 3.16(a) of the Company Disclosure ScheduleLetter lists all (i)loan -------------- or credit agreements, none notes, bonds, mortgages, indentures and any other agreement or instrument pursuant to which any Indebtedness (as defined herein) of the Company or any Company Subsidiary is a party outstanding or may be incurred, and leases; (ii) permits, concessions, franchises, licenses, leases or any other material Contracts, agreements, 37 written arrangements or understandings (in addition to or bound by any contract (A) any the HPT Agreements), in each case, other than property specific contracts necessary for the normal course, operation and maintenance of the benefits to any party Company Properties, such as cable contracts, trash pick-up, office equipment leases and similar items that, in each case, involve the payment of which will be increased, less than $100,000 on an annual basis or that are cancelable without charge or penalty on notice of 30 days or less; and (iii) the vesting of the benefits to any party of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or any Ancillary Agreement, or the value of any of the benefits to any party of which will be calculated on the basis of any of the transactions contemplated by this Agreement or any Ancillary Agreement, or (B) which, as of the date hereof, (1) is a “material contract” (as such term is defined Submission Matters listed in Item 601(b)(10) of Regulation S-K of the SECSections 2.4(a)(1), (2) which involves aggregate expenditures in excess of $50,000, (3) which involves annual expenditures in excess of $50,000 and is not cancelable within one year, (4) which contains any non-compete or exclusivity provisions with respect to any line of business or geographic area with respect to the Company, any Company Subsidiary or any of the Company’s current or future affiliates, or which restricts the conduct of any line of business by the Company, any Company Subsidiary or any of the Company’s current or future affiliates or any geographic area in which the Company, any Company Subsidiary or any of the Company’s current or future affiliates may conduct business, in each case in any material respect, or ------------------ --- and (5) which would prohibit or materially delay (collectively, the consummation "Material Contracts") of the Merger or any of Company and the transactions contemplated by this Agreement or any Ancillary Agreement--- ------------------ Company Subsidiaries. Each contract of the type described in Section 3.13, whether or not Except as set forth in Section 3.13 3.16(a) of the Company --------------- Disclosure ScheduleLetter, is referred to herein as a “Company Material Contract.” Each Company each Material Contract is valid valid, binding and binding on the Company and each Company Subsidiary party thereto and, to the Company’s knowledge, each other party thereto, enforceable and in full force and effecteffect and has not been amended, and modified or supplemented. Neither the Company and each nor any Company Subsidiary has (x) is in all material respects performed all obligations required to be performed by it to the date hereof violation of or in default under each Company Material Contract andor received any notices of default (nor, to the Company’s knowledge's Knowledge, each other party to each Company Material Contract has in all material respects performed all obligations required to be performed by it under such Company Material Contract, except as would not, individually or in the aggregate, reasonably be expected to (1) prevent or materially delay consummation of the Merger, (2) otherwise prevent or materially delay performance by the Company of any of its material obligations under this Agreement or any Ancillary Agreement or (3) result in a Company Material Adverse Effect. None of the Company or any Company Subsidiary knows of, or has received notice of, any violation or default under (or does there exist any condition which with upon the passage of time or the giving of notice or both would cause such a violation of or default under) in any Company respect under any Material Contract or (y) has received any written notice from any other party to a Material Contract terminating such contract to which it is or alleging a party or by which it or any of its properties or assets is bound, except for violations or defaults that would not, individually or in the aggregate, reasonably be expected to (1) prevent or materially delay consummation of the Merger, (2) otherwise prevent or materially delay performance material default thereunder by the Company or any Company Subsidiary. For purposes of this Section 3.16, "Indebtedness" shall mean (i) indebtedness for borrowed ------------ ------------ money, whether secured or unsecured, (ii) obligations under conditional sale or other title retention agreements relating to property purchased by such Person, (iii) capitalized lease obligations, (iv) obligations under any interest rate cap, swap, collar or similar transaction or currency hedging transactions, and (v) guarantees of any such indebtedness of its material obligations under this Agreement or any Ancillary Agreement or other Person. (3b) result in a Company Material Adverse Effect. Section 3.13 3.16(b) of the Company Disclosure Schedule provides the Company’s good faith estimate Letter sets forth, with --------------- respect to all Indebtedness of the additional costs which will accrue to Company and the Company under Subsidiaries, (i) any consents required in connection with the contracts described in clause transactions contemplated by this Agreement and (Aii) of Section 3.13 any fees or prepayment penalties required to be paid as a result of the transactions contemplated by this Agreement Agreement, including the amount of any such fee. (c) Except as set forth in Section 3.16(c) of the Company Disclosure --------------- Letter, neither the Company nor any Company Subsidiary is a party to any agreement which would restrict any of them from prepaying any of their Indebtedness without penalty or premium at any time. (d) Neither the Company nor any Company Subsidiary is a party to any agreement relating to the management of any of the Company Properties by any Person other than the Company or a Company Subsidiary. (e) Neither the Company nor any Company Subsidiary is a party to any agreement pursuant to which the Company or any Ancillary AgreementCompany Subsidiary manages or provides services with respect to any real properties other than Company Properties, except for the agreements listed in Section 3.16(e) of the --------------- Company Disclosure Letter. (f) Section 3.16(f) of the Company Disclosure Letter lists all --------------- agreements entered into by the Company or any Company Subsidiary providing for the sale of, or option to sell, any Company Properties or the purchase of, or option to purchase, by 38 the Company or any Company Subsidiary, on the one hand, or the other party thereto, on the other hand, any real estate not yet consummated as of the date hereof. (g) Except as set forth in Section 3.16(g) of the Company --------------- Disclosure Letter, neither the Company nor any Company Subsidiary has any material continuing contractual liability (A) for indemnification or otherwise under any agreement relating to the sale of real estate previously owned, whether directly or indirectly, by the Company or any Company Subsidiary or (B) to pay any additional purchase consideration for any of the Company Properties. (h) Section 3.16(h) of the Company Disclosure Letter sets forth --------------- any agreement of the Company or any Company Subsidiary (which is not terminable at will by the Company or the applicable Company Subsidiary) to provide free room nights in exchange for goods or services. Neither the Company nor any Company Subsidiary discounts its room rates in exchange for goods or services. (i) The Archstone Agreement has been terminated without any continuing liability to the Company and such estimate is, in the aggregate, accurate in all material respectsis of no further force or effect.