{"id":43373,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/contribution-agreement-zell-merrill-lynch-real-estate.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"contribution-agreement-zell-merrill-lynch-real-estate","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/contribution-agreement-zell-merrill-lynch-real-estate.html","title":{"rendered":"Contribution Agreement &#8211; Zell\/Merrill Lynch Real Estate Opportunity Partners LP (I-IV), Equity Office Holdings LLC, Equity Group Investments Inc. and EOP Operating LP"},"content":{"rendered":"<pre>\n                         CONTRIBUTION AGREEMENT\n\n                              BY AND AMONG\n\n      ZELL\/MERRILL LYNCH REAL ESTATE OPPORTUNITY PARTNERS LIMITED\n                              PARTNERSHIP\n\n      ZELL\/MERRILL LYNCH REAL ESTATE OPPORTUNITY PARTNERS LIMITED\n                             PARTNERSHIP II\n\n      ZELL\/MERRILL LYNCH REAL ESTATE OPPORTUNITY PARTNERS LIMITED\n                            PARTNERSHIP III\n\n      ZELL\/MERRILL LYNCH REAL ESTATE OPPORTUNITY PARTNERS LIMITED\n                             PARTNERSHIP IV\n\n                     EQUITY OFFICE HOLDINGS, L.L.C.\n\n                     EQUITY GROUP INVESTMENTS, INC.\n\n\n                                  AND\n\n\n                   EOP OPERATING LIMITED PARTNERSHIP\n\n\n\n\n                       DATED AS OF APRIL 30, 1997\n\n\n\n\n\n\n\n                         CONTRIBUTION AGREEMENT\n\n     THIS CONTRIBUTION AGREEMENT (hereinafter referred to as the 'Contribution\nAgreement') is made and entered into as of April 30, 1997 by and among EOP\nOperating Limited Partnership, a Delaware limited partnership (the 'Operating\nPartnership') and each of Zell\/Merrill Lynch Real Estate Opportunity Partners\nLimited Partnership, an Illinois limited partnership ('Opportunity Partnership\nI'); Zell\/Merrill Lynch Real Estate Opportunity Partners Limited Partnership\nII, an Illinois limited partnership ('Opportunity Partnership II');\nZell\/Merrill Lynch Real Estate Opportunity Partners Limited Partnership III, an\nIllinois limited partnership ('Opportunity Partnership III'); Zell\/Merrill\nLynch Real Estate Opportunity Partners Limited Partnership IV, an Illinois\nlimited partnership ('Opportunity Partnership IV' and, together with\nOpportunity Partnership I, Opportunity Partnership II and Opportunity\nPartnership III, the 'Opportunity Partnerships'); Equity Office Holdings,\nL.L.C., a Delaware limited liability company ('EOH'); and Equity Group\nInvestments, Inc., an Illinois corporation ('EGI' and, together with EOH,\n'Equity Office').  Each of the Opportunity Partnerships, EOH and EGI may be\nreferred to herein individually as a 'Contributor' and, collectively, as the\n'Contributors.'  Capitalized terms used but not defined  herein shall have the\nmeaning ascribed to them in the Glossary attached hereto.\n\n                                RECITALS\n\n     A. Each of the Opportunity Partnerships owns or will, as of the Closing\nDate (as defined in Section 2.2 below), own the unencumbered direct or indirect\nownership interests in certain limited partnerships, limited liability\ncompanies and other entities (collectively, the 'Titleholders'), as identified\nin the attached Exhibits A-1, A-2, A-3 or A-4 (the 'Titleholder Interests').\n\n     B. Each of the Titleholders will have been, as of the Closing Date,\nvalidly formed pursuant to a limited partnership agreement, limited liability\ncompany agreement or other agreement (each an 'Organizational Document'), to\nhold or acquire fee simple or beneficial title to, a ground leasehold estate\nin, or a mortgage interest in, a discrete office or garage property\n(individually, a 'Property' and collectively, the 'Properties'), as generally\nidentified in the attached Exhibit B.\n\n     C. The Opportunity Partnerships desire to contribute the Titleholder\nInterests to the Operating Partnership in consideration for units evidencing an\nownership interest in the Operating Partnership ('Units').\n\n     D. Equity Office desires to contribute to the Operating Partnership, also\nin consideration for Units, all of its right, title and interest in certain\nassets, personal property and management contracts as identified on Exhibit C\nconstituting all of the assets (except only for the Excluded Assets referenced\nin said Exhibit C) and liabilities relating to Equity Office's office and\nparking management and leasing businesses  (inclusive of the assets and\nliabilities of EOH's subsidiary entities, Equity Office Properties, L.L.C. and\nEquity Capital Holdings, L.L.C.) for the period from and after the Closing Date\nhereunder (collectively, the 'Management Business').\n\n     E. The purpose and intent of this Contribution Agreement is to set forth\nthe terms and conditions pursuant to which the foregoing contributions shall\noccur.\n\n\n\n\n\n\n\n\n\n                           TERMS OF AGREEMENT\n\n     NOW, THEREFORE, for and in consideration of the foregoing premises, and\nthe mutual undertakings set forth below, the parties hereto agree as follows:\n\n   1.   CONTRIBUTION OF TITLEHOLDER INTERESTS AND MANAGEMENT BUSINESS IN\n        EXCHANGE FOR UNITS\n\n      1.1 CONTRIBUTIONS TO THE OPERATING PARTNERSHIP.\n\n      (a) At the Closing and subject to the terms and conditions contained\nherein, each Opportunity Partnership shall contribute or cause to be\ncontributed to the Operating Partnership all of its Titleholder Interests and\nother property interests described herein (for each Opportunity Partnership,\ncollectively its 'Contributed Opportunity Partnership Assets') by executing,\nacknowledging and delivering the following:\n\n      1.   One or several Assignment and Assumption Agreements\n           substantially in the form attached hereto as Exhibit D as required\n           to transfer all of the Titleholder Interests owned by such\n           Opportunity Partnership (each an 'Assignment and Assumption\n           Agreement');\n\n      2.   A bill of sale conveying to the Operating Partnership all\n           personal property owned by the Opportunity Partnership; exclusive of\n           cash required to be distributed to the partners of such Opportunity\n           Partnership in order to permit the ZML REIT therein to make a\n           distribution to its shareholders immediately prior to the Closing in\n           an amount sufficient to satisfy the distribution requirements\n           applicable to REITs for avoidance of the payment of any federal\n           income or excise tax (the 'Required REIT Distribution') and any\n           additional sum which such Opportunity Partnership elects to\n           distribute thereafter to its partners from the proceeds of its prior\n           sale of non-office assets; but including, without limitation, all\n           personal property owned by the Opportunity Partnership and used in\n           connection with the ownership or operation of the Properties,\n           substantially in the form attached hereto as Exhibit E (each a 'Bill\n           of Sale');\n\n      3.   An Assignment and Assumption of Intangible Rights Agreement\n           substantially in the form attached hereto as Exhibit F (the\n           'Assignment and Assumption of Intangible Rights');\n\n      4.   Stock certificates or other indicia of ownership in the\n           Titleholders (or interests therein) and promissory notes, if any,\n           held by the Opportunity Partnership, assigned or endorsed in blank;\n           and\n\n      5.   Amended and Restated Agreement of Limited Partnership for the\n           Operating Partnership (the 'OP Agreement') substantially in the form\n           attached hereto as Exhibit G.\n\n     (b) At the Closing and subject to the terms and conditions contained\nherein, Equity Office shall contribute or cause to be contributed to the\nOperating Partnership the Management Business by executing, acknowledging and\ndelivering the following:\n\n      1.   An Assignment and Assumption of Management Business Agreement\n           substantially in the form attached hereto as Exhibit H (the\n           'Assignment and Assumption of Management Business Agreement');\n\n      2.   A bill of sale assigning to the Operating Partnership all\n           personal property (other than the 'Excluded Assets' as described in\n           Exhibit C hereto) now or hereafter owned by Equity Office in\n           connection with the Management Business substantially in the form\n           attached hereto as Exhibit I (the 'Management Business Bill of\n           Sale');\n\n      3.   As required in the discretion of the Operating Partnership's\n           counsel, assignments and assumptions of leasehold estates, together\n           with any necessary consents of landlords; and\n\n\n                                       2\n\n\n\n\n\n      4.   The OP Agreement.\n\n     (c) At the Closing and subject to the terms and conditions contained\nherein, the Operating Partnership will accept the contributions made by or on\nbehalf of the Opportunity Partnerships and Equity Office by executing,\nacknowledging and delivering each of the foregoing documents requiring its\nsignature and shall prepare Exhibit A to the OP Agreement in order to reflect\nthe issuance of Units in accordance with the provisions of this Agreement.\n\n     (d) The parties hereto shall take such additional actions and execute such\nadditional documentation as may be required by the Organizational Documents,\nthe OP Agreement or, in the reasonable judgment of counsel to the Operating\nPartnership, in order to effect fully the transactions contemplated hereby,\nincluding, without limitation, amendments to the Organizational Documents as\nrequired to admit the Operating Partnership or its designee as the owner of the\nTitleholder Interests in lieu of an Opportunity Partnership.\n\n      1.2 CALCULATION OF UNITS TO BE ISSUED.\n\n     Subject to Section 1.3 below, the Operating Partnership shall at Closing,\nin consideration for the Contributed Opportunity Partnership Assets or the\nManagement Business, as the case may be, transfer to each Contributor a number\nof Units equal to the product of:\n\n         (x)  the quotient of\n\n             (i)  the Adjusted Consideration (as defined below)\n                  for each such Contributor\n\n     divided by\n\n             (ii) the sum of the Adjusted Consideration for all\n                  Contributors (without regard to the proceeds from the IPO)\n\n     multiplied by\n\n         (y)  the excess of\n\n             (i)  the quotient of\n\n                (A)  the number of shares of beneficial\n                     interest (without regard to any overallotment option) of\n                     Equity Office Properties Trust, a Maryland real estate\n                     investment trust (the 'Company' and the 'Common Shares')\n                     sold to the public in the initial public offering of such\n                     shares, when and if it occurs (the 'IPO')\n\n       divided by\n\n                (B)  the fractional ownership interest\n                     (expressed in decimal form) in the Operating Partnership\n                     that the Common Shares sold in the IPO represent upon\n                     their issuance (without regard to any overallotment\n                     option)\n\n     over\n\n             (ii) the number of Common Shares sold in the IPO\n                  (without regard to any overallotment option).\n\n\n                                       3\n\n\n\n\n\n      1.3  ADJUSTED CONSIDERATION.\n\n     (a) The 'Initial Consideration' for the real and tangible personal\nproperty interests included in each Opportunity Partnership's Contributed\nOpportunity Partnership Assets has been determined and fixed, on a collective\nbasis, as of December 31, 1996 (the 'Initial Valuation Date') to be the dollar\namount so designated on Exhibit A-1, A-2, A-3 or A-4.  In order to determine\nthe final valuation amount (the 'Adjusted Consideration') for each Opportunity\nPartnership's contribution to the Operating Partnership, its Initial\nConsideration amount shall be increased or decreased as of the last day of the\ncalendar month first preceding the month in which the preliminary prospectus\nused in connection with the IPO is dated (the 'Final Valuation Date') as\nfollows:\n\n    first: by adding the amount of its cash then on hand (exclusive of cash\n           held for the account of third parties) after deduction of (x) the\n           sum which the Contributor estimates to be required to be distributed\n           to its partners in order to make any Required REIT Distribution and\n           (y) any additional sum which the Contributor elects to distribute\n           thereafter to its partners from the proceeds of its prior sale of\n           non-office assets;\n\n    second: by adding the value (which shall be determined in good faith by\n           the Operating Partnership and reasonably acceptable to such\n           Contributor) of all intangible non-real estate assets (exclusive of\n           cash and accounts receivable) to be contributed by such Contributor\n           hereunder;\n\n    third: by adding or deducting, as appropriate, a credit or charge\n           (determined in good faith by the Operating Partnership and\n           reasonably acceptable to the Contributor) reflective of the amount\n           by which the terms of the Contributor's mortgage indebtedness are\n           above or below prevailing market terms;\n\n    fourth: by deducting the principal amount of all then-outstanding\n           mortgage indebtedness of such Contributor (exclusive of such\n           indebtedness having a remaining term of less than one year);\n\n    fifth: by adding or deducting, as appropriate, the Net Proration Amount;\n\n    sixth: by deducting the amount of any unexpended capital transaction\n           proceeds paid to the Opportunity Partnership after the Initial\n           Valuation Date and prior to the Final Valuation Date as a result of\n           an insurance recovery or condemnation or assignment in lieu of\n           condemnation;\n\n    seventh: by adding or deducting, as appropriate, the amount by which the\n           Consolidation Expenses paid or reserved by such Contributor exceeded\n           or was less than such Contributor's proportionate share of all such\n           Consolidation Expenses which were paid or reserved prior to the\n           Final Valuation Date by all of the Contributors (calculated in the\n           same proportion as its Initial Consideration amount bears to the\n           aggregate of all Initial Consideration amounts) (each Contributor's\n           'Proportionate Expense Allocation Adjustment:);\n\n    eighth: by deducting, in the case of Opportunity Partnership I, the\n           Initial Consideration amounts for any Properties sold subsequent to\n           the Initial Valuation Date and prior to the Final Valuation Date\n           (being the aggregate sum of $66,625,000 for Barton Oaks and 8383\n           Wilshire); and\n\n    ninth: by adding the gross purchase price for any Properties acquired by\n           such Contributor subsequent to the Initial Valuation Date and prior\n           to the Final Valuation Date.\n\nThe parties agree that, inasmuch as Properties acquired or optioned subsequent\nto the Final Valuation Date will be purchased, in part, from cash balances\nreflected in clause first above and are not included in the Initial\nConsideration amounts, no adjustment is required to be made in the calculation\nof the Adjusted Consideration for Properties that may be acquired or optioned\nsubsequent to the Final Valuation Date, notwithstanding that those Properties\nshall be included within the definition of the Opportunity Partnership's\nContributed Opportunity Partnership Assets and in the determination of such\nOpportunity Partnership's Titleholder Interests.\n\n\n                                       4\n\n\n\n\n\n     (b) The 'Adjusted Consideration' for the Management Business is One\nHundred Sixty Million Dollars ($160,000,000) and shall not be subject to\nadjustment, except only for any required Proportionate Expense Allocation\nAdjustment which Equity Office does not pay in cash at or prior to Closing.\n\n      1.4  TREATMENT AS CONTRIBUTION.\n\n     The transfer, assignment and exchange of interests effectuated with\nrespect to the Operating Partnership pursuant to this Contribution Agreement\nshall constitute a 'Capital Contribution' pursuant to Article IV of the OP\nAgreement and is intended to be governed by Section 721(a) of the Internal\nRevenue Code of 1986, as amended (the 'Code').\n\n   2.   CLOSING\n\n      2.1  CONDITIONS PRECEDENT.\n\n     The closing of the Company's IPO on or before March  31, 1998, is a\ncondition precedent to the obligations of all parties to this Contribution\nAgreement to effect the transactions contemplated hereunder.\n\n     In addition to the foregoing, the Operating Partnership shall not be\nobligated to close hereunder absent satisfaction of the following additional\nconditions precedent if such failure is, in the judgment of the Operating\nPartnership, either intentional or likely to have a Material Adverse Effect on\nthe Operating Partnership or its future operations:\n\n     (a)  The representations and warranties of each of the Contributors\ncontained herein shall have been true and correct on the date such\nrepresentations and warranties were made, and shall be true and correct on the\nClosing Date as if made at and as of such date;\n\n     (b)  Each of the obligations hereunder of each of the Contributors shall\nhave been duly performed on or before the Closing Date;\n\n     (c)  Concurrently with the Closing, each of the Contributors shall have\nexecuted and delivered to the Operating Partnership the documents required to\nbe delivered hereunder;\n\n     (d)  Except as otherwise permitted herein, each of the Contributors shall\nhave obtained all consents or approvals of any Governmental Entity or third\nparty to the consummation of the transactions contemplated hereunder or in the\nProxy Solicitation;\n\n     (e)  No order, statute, rule, regulation, executive order, injunction,\nstay, decree or restraining order shall have been enacted, entered, promulgated\nor enforced by any court of competent jurisdiction or Governmental Entity that\nprohibits the consummation of the transactions contemplated herein, and no\nlitigation or governmental proceeding seeking any such order shall be pending\nor threatened in writing; and\n\n     (f)  There shall not have occurred between the date hereof and the Closing\nDate any adverse change in any Titleholder's assets, business, financial\ncondition, results of operations or prospects or the Management Business.\n\n      2.2  TIME AND PLACE.\n\n     The date, time and place of the transactions contemplated hereunder be the\nday the Operating Partnership receives the proceeds from the IPO at 10:00 a.m.\nin the office of Rosenberg &amp; Liebentritt, P.C., Suite 1600, Two North Riverside\nPlaza, Chicago, Illinois 60606 (the 'Closing' or 'Closing Date'); provided that\nif the Closing has not occurred on or prior to March  31, 1998, then any\nContributor or the Operating Partnership may terminate this Contribution\nAgreement upon written notice delivered to all other parties hereto and upon\nsuch termination, no party shall have any further rights, obligations or\nliabilities hereunder, except for any rights, obligations or liabilities\n\n\n                                       5\n\n\n\nexpressly surviving the termination of this Contribution Agreement.  The\ntransfers described herein and all closing deliveries, and the consummation of\nthe IPO, shall be deemed concurrent for all purposes.\n\n      2.3  CLOSING DELIVERIES.\n\n     At the Closing, the parties shall make, execute, acknowledge and deliver,\nor cause to be made, executed, acknowledged and delivered, as appropriate, the\nlegal documents and other items (collectively the 'Closing Documents')\nnecessary in the judgment of counsel to the Company to carry out the intention\nof this Contribution Agreement and the S-11 Registration Statement, which\nClosing Documents and other items shall include, without limitation, the\ndocuments described in Section 1.1 above, together with the following:\n\n     (i)  Each of the Opportunity Partnerships shall deliver, to the Operating\nPartnership, the books and records, title insurance policies, leases, lease\nfiles, contracts, stock certificates, original promissory notes, and other\nindicia of ownership for the Titleholders and Titleholder Interests in which it\nhas an ownership interest;\n\n     (ii)  Equity Office shall deliver to the Operating Partnership all books\nand records, stock certificates or other indicia of ownership for assets\nincluded within the definition of the Management Business;\n\n     (iii)  Each of the Contributors shall deliver to the Operating Partnership\nits affidavit stating the Contributor's United States Taxpayer Identification\nNumber and that the Contributor is not a foreign person pursuant to section\n1445(b)(2) of the Code and a comparable affidavit satisfying any other\nwithholding requirements;\n\n     (iv)  There shall have been adopted an amendment to each Opportunity\nPartnership's Agreement of Limited Partnership substantially in the form\nattached hereto as Exhibit J-1, J-2, J-3 or J-4;\n\n     (v)  Each ZML REIT shall have executed a merger agreement so as to merge\ninto the Company substantially in the form attached hereto as Exhibit K (the\n'Merger Agreement');\n\n     (vi)  The title policies and endorsements described in Exhibit L hereto,\nsubject to such exceptions, if any, as may be acceptable to the Company\n(collectively the 'Title Policies') shall have been issued to the Operating\nPartnership, or other proper party as specified in Exhibit L, effective as of\nthe Closing Date; and\n\n     (vii)  Endorsement of all other insurance policies (exclusive of insurance\nmaintained by tenants) naming an Opportunity Partnership or Equity Office as an\ninsured or other beneficiary shall have been issued in order to substitute the\nOperating Partnership in lieu of the Opportunity Partnership or Equity Office.\n\n     (viii)  Equity Office shall deliver to the Operating Partnership an\nestoppel certificate from each ownership entity under each of the material\nmanagement contracts comprising the Management Business (collectively the\n'Management Contracts') confirming the absence of any material defaults or\nclaims for indemnification thereunder and consenting to the assignment of the\nManagement Contracts to the Operating Partnership.\n\n     (ix)  Equity Office shall contribute to Equity Office Properties\nManagement Corp. the sum of One Hundred Fifty Thousand Dollars ($150,000), in\ncash, as consideration for one hundred percent (100%) of the voting common\nstock [representing a five percent (5%) profits interest] in said Equity Office\nProperties Management Corp.\n\n      2.4  CLOSING COSTS.\n\n     The Operating Partnership shall pay any documentary transfer taxes, escrow\ncharges, title charges and recording taxes or fees incurred in connection with\nthe transactions contemplated hereby.\n\n\n                                       6\n\n\n\n\n\n   3.   REPRESENTATIONS AND WARRANTIES.\n\n      3.1  REPRESENTATIONS AND WARRANTIES OF THE OPERATING PARTNERSHIP.\n\n     The Operating Partnership hereby represents and warrants to each of the\nContributors that:\n\n     (a) Organization; Authority.  The Operating Partnership (i) is duly\nformed, validly existing and in good standing under the laws of the\njurisdiction of its formation, and (ii) has all requisite power and authority\nto enter into this Contribution Agreement and all agreements contemplated\nhereby and to issue the Units.  The persons and entities executing this\nContribution Agreement and all agreements contemplated hereby on behalf of the\nOperating Partnership have the power and authority to enter into this\nContribution Agreement and such other contemplated agreements.\n\n     (b) Due Authorization.  The execution, delivery and performance by the\nOperating Partnership of its obligations under this Contribution Agreement and\nall agreements contemplated hereby will not contravene any provision of\napplicable law, the OP Agreement, charter, declaration of trust or other\nconstituent document of the Operating Partnership or the Company, or any\nagreement or other instrument binding upon the Operating Partnership or any\njudgment, order or decree of any governmental body, agency or court having\njurisdiction over the Operating Partnership, and no consent, approval,\nauthorization or order of or qualification with any governmental body or agency\nis required for the performance by the Operating Partnership of its obligations\nunder this Contribution Agreement and all other agreements contemplated hereby.\n\n     (c) Solvency.  The Operating Partnership has been solvent at all times\nprior to and immediately following the transfer of the Units to the\nContributors.\n\n     (d) No Violation. None of the execution, delivery or performance of this\nContribution Agreement and the transactions contemplated hereby does or will,\nwith or without the giving of notice, lapse of time, or both, (i) violate,\nconflict with, result in a breach of, or constitute a default under or give to\nothers any right of termination or cancellation of (A) the OP Agreement, (B)\nany material agreement, document or instrument to which the Operating\nPartnership is a party or by which the Operating Partnership is bound or (C)\nany term or provision of any judgment, order, writ, injunction, or decree of\nany Governmental Entity binding on the Operating Partnership or by which the\nOperating Partnership or any of its assets or properties are bound or subject\nor (ii) result in the creation of any Lien, other than a Permitted Lien, upon\nthe Units.\n\n     (e) Compliance with Laws.  To the actual knowledge, without investigation,\nof the officers of the Company having a rank of senior vice president or\nhigher, the Operating Partnership has complied and on the date hereof does\nsubstantially comply in all material respects with all applicable laws,\nordinances, rules and regulations, whether federal, state or local, foreign,\nstatutory or common, including, without limitation all securities laws.  The\nOperating Partnership has not been informed of any material violation of any\nsuch laws, rules or regulations, or that any investigation has been commenced\nor is contemplated respecting any such possible violation.\n\n     (f) Consents and Approvals. No consent, waiver, approval or authorization\nof any third party is required to be obtained by the Operating Partnership in\nconnection with the execution, delivery and performance of this Contribution\nAgreement and the transactions contemplated hereby, except any of the foregoing\nthat shall have been satisfied prior to the Closing Date.\n\n      3.2  REPRESENTATIONS AND WARRANTIES OF EACH OF THE OPPORTUNITY\n           PARTNERSHIPS.\n\n     Each Opportunity Partnership makes the following representations and\nwarranties to the Operating Partnership only with respect to: (i) itself, (ii)\nthe Properties identified on such Opportunity Partnership's respective Exhibit\nA-1, A-2, A-3 or A-4 hereto, and (iii) the Titleholder Interests to be\ntransferred by such Opportunity Partnership.\n\n\n                                       7\n\n\n\n\n\n     (a) Organization; Authority.  The Opportunity Partnership (i) is duly\nformed, is validly existing and in good standing under the laws of the\njurisdiction of its formation, and (ii) has all requisite power and authority\nto own, lease or operate its property and to carry on its business as presently\nconducted and, to the extent required under applicable law, is qualified to do\nbusiness and is in good standing in each jurisdiction in which the nature of\nits business or the character of its property make such qualification\nnecessary.\n\n     (b) Due Authorization.  The execution, delivery and performance of the\nContribution Agreement by the Opportunity Partnership has been duly and validly\nauthorized by all necessary action of the Opportunity Partnership.  This\nContribution Agreement and each agreement, document and instrument executed and\ndelivered by or on behalf of the Opportunity Partnership pursuant to this\nContribution Agreement constitutes, or when executed and delivered will\nconstitute, the legal, valid and binding obligation of such Opportunity\nPartnership, enforceable against such Opportunity Partnership in accordance\nwith its terms, as such enforceability may be limited by bankruptcy or the\napplication of equitable principles.\n\n     (c) Consents and Approvals.  No consent, waiver, approval or authorization\nof any third party is required to be obtained by the Opportunity Partnership in\nconnection with the execution, delivery and performance of this Contribution\nAgreement and the transactions contemplated hereby, except any of the foregoing\nthat shall have been obtained prior to the Closing Date or in respect to\nmortgage loans which the Operating Partnership determines, in its sole\ndiscretion, can be re-financed on terms acceptable to it at or within one\nhundred eighty (180) days of Closing, unless, in its judgment, failure to\nobtain any such consent, waiver, approval or authorization would not have a\nMaterial Adverse Effect on the future operations of the Operating Partnership.\n\n     (d) Ownership of the Titleholder Interests.  The Opportunity Partnership\nis the sole owner of the Titleholder Interests shown as owned by it on the\nattached Exhibits A-1, A-2, A-3 or A-4 subject to no adverse claims or\ninterests other than Permitted Liens and liens, if any, given to secure\nmortgage indebtedness otherwise encumbering the Properties.  Effective as of\nthe consummation of the transactions described herein, the Operating\nPartnership's title to the Titleholder Interests will be free and clear of any\nliens, encumbrances, debts, charges, liabilities or obligations except for\nPermitted Liens and liens, if any, given to secure mortgage indebtedness\nencumbering the Properties.\n\n     (e) Titleholder Interests.  The Titleholder Interests constitute all of\nthe interests owned by the Opportunity Partnership in the Titleholders as set\nforth on the attached Exhibits A-1, A-2, A-3 and A-4.  Each such Titleholder\nInterest is validly issued, fully paid and non-assessable, and was not issued\nin violation of any preemptive rights.  Each such Titleholder Interest has been\nissued in compliance with applicable law and the relevant Organizational\nDocuments (as then in effect).  Except as set forth on Exhibit M attached\nhereto, there are no enforceable rights, subscriptions, warrants, options,\nconversion rights, preemptive rights or agreements of any kind outstanding to\npurchase or to otherwise acquire any of the interests which comprise the\nTitleholder Interests or any securities or obligations of any kind convertible\ninto any of the interests which comprise such Titleholder Interests or other\nequity interests or profit participation of any kind in the Titleholders.\n\n     (f) No Violation.  None of the execution, delivery or performance of this\nContribution Agreement and the transactions contemplated hereby does or will,\nwith or without the giving of notice, lapse of time, or both, (i) violate,\nconflict with, result in a material breach of, or constitute a material default\nunder or give to others any right of termination or cancellation of (A) the\norganizational documents, including the Organizational Documents, charters and\nbylaws, if any, of the Opportunity Partnership or the applicable Titleholders,\n(B) except as otherwise provided in Section 3.2(c) above, any material\nagreement, document or instrument to which the Opportunity Partnership or any\nof its Titleholders is a party or by which the Opportunity Partnership or the\napplicable Titleholders or its Property is bound or (C) any term or provision\nof any judgment, order, writ, injunction, or decree of any Governmental Entity\nbinding on the Opportunity Partnership or any applicable Titleholder or by\nwhich the Opportunity Partnership or the applicable Titleholder or any of its\nassets or properties are bound or subject or (ii) result in the creation of any\nLien, other than a Permitted Lien, upon the Property or any Titleholder\nInterest of the Operating Partnership.  Nothing contained in this Section 3.2\nor elsewhere in this Agreement shall be deemed to constitute a representation\nor warranty as to the amount of transfer taxes payable in connection with the\nsubject transaction.\n\n\n                                       8\n\n\n\n\n\n     (g) Non-foreign Status.  The Opportunity Partnership is not a foreign\nperson, foreign corporation, foreign partnership, foreign trust or foreign\nestate (as defined in the Code), and is, therefore, not subject to the\nprovisions of the Code relating to the withholding of sales proceeds to foreign\npersons.\n\n     (h) Investment Purposes.  The Opportunity Partnership acknowledges its\nunderstanding that the offering and sale of the Units to be acquired pursuant\nto this Contribution Agreement are intended to be exempt from registration\nunder the Securities Act of 1933, as amended, and the rules and regulations in\neffect thereunder (the 'Act').  In furtherance thereof, the Opportunity\nPartnership represents and warrants to the Company that such Opportunity\nPartnership is an 'accredited investor' (as such term is defined in Rule 501\n(a) of Regulation D under the Act) and has no intention of engaging in a public\ndistribution of such Units.\n\n     (i) Compliance with Laws. The applicable Titleholders on the date hereof\ncomply in all material respects with all applicable laws, ordinances, rules and\nregulations, whether federal, state or local, statutory or common where failure\nto comply would have a material adverse effect on the Opportunity Partnership\nor its Properties taken as a whole, and neither any Titleholder nor, to\nKnowledge, any third party has been informed in writing of any continuing\nviolation in any material respect of any such laws, rules or regulations, or\nthat any investigation has been commenced and is continuing or is contemplated\nrespecting any such possible violation.\n\n     (j) Eminent Domain.  Except as described in the attached Exhibit N, there\nis no existing or, to Knowledge, proposed or threatened condemnation, eminent\ndomain or similar proceeding, or private purchase in lieu of such a proceeding,\nwhich would affect any of the Properties owned by such Opportunity Partnership\nin any material respect.\n\n     (k) Licenses and Permits.  To Knowledge, all material notices, licenses,\npermits, certificates and authority of a material nature required for the\ncontinued use, occupancy, management, leasing and operation of the Properties\nhave been obtained or can be obtained without material cost, are in full force\nand effect, are in good standing and (to the extent required in connection with\nthe transactions contemplated hereby) are assignable to the Operating\nPartnership.  Neither the applicable Titleholders, nor, to Knowledge, any third\nparty has taken any action that would (or failed to take any action the\nomission of which would) result in the revocation of such notices, licenses,\npermits, certificates and authority, that would have a material adverse effect\non the operations of the Properties, nor has any of them received any written\nnotice of violation from any Governmental Entity or written notice of the\nintention of any entity to revoke any of them, that in each case has not been\ncured or otherwise resolved to the satisfaction of such Governmental Entity.\n\n     (l) Taxes.  No tax lien or other charge exists or will exist upon\nconsummation of the transactions contemplated hereby with respect to any\nProperty except such tax liens for which the tax is not yet due and payable or\nwhich are the subject of a valid tax protest or tax liens or other charges\nwhich individually or in the aggregate are immaterial in amount.\n\n     (m) Real Property.\n\n           (i)  None of the Opportunity Partnership, the applicable\n      Titleholders, nor, to Knowledge, any other party to any agreement\n      affecting any Property, has given or received any notice of default with\n      respect to any material term or condition of any agreement (other than a\n      Lease for space) affecting such Property, including, without limitation\n      any ground lease, which would have a material adverse effect on the\n      Property, and, no event has occurred or, to Knowledge, is threatened in\n      writing, which would have a material adverse effect on the Property and\n      which through the passage of time or the giving of notice, or both, would\n      constitute a material default thereunder, or except as otherwise provided\n      in Section 3.2(c) above, would cause the acceleration of any material\n      obligation of any party thereto or the creation of a Lien upon any asset\n      of the Opportunity Partnership or the applicable Titleholders, except for\n      Permitted Liens. For purposes of this Section 3.2, the term 'material\n      agreement' shall be defined with reference to the Property to which such\n      agreement relates. To Knowledge, such material agreements are valid and\n      binding and in full force and effect, have not been materially amended,\n      modified or supplemented since such time as such\n\n\n                                       9\n\n\n\n      agreements were made available to the Operating Partnership for its\n      review, except for such amendments, modifications and supplements\n      heretofore made available to representatives of the Operating\n      Partnership, and there are no other material agreements (exclusive of\n      space Leases) with any third parties affecting the Properties which will\n      survive the Closing and be binding on the Operating Partnership.\n\n           (ii)  As presently conducted, the operation of the buildings,\n      fixtures and other improvements located on the Properties is not in\n      violation in any material respect of any applicable building code, zoning\n      ordinance or other law or regulation, except for any such violations\n      which individually or in the aggregate would not have a material adverse\n      effect on the Opportunity Partnership or its Properties taken as a whole.\n\n           (iii)  Except as set forth in the reports listed on Exhibit O to\n      Knowledge, (i) there is presently no noncompliance, liability or other\n      Claims in connection with Environmental Laws relating to the Properties;\n      (ii) no notices of any uncorrected violation or alleged violation of any\n      Environmental Laws relating to the Properties or their use, have been\n      received by any present owner, or, to Knowledge, by any prior owner,\n      operator or occupant of the Property; and (iii) there are no writs,\n      injunctions, decrees, orders or judgments outstanding, or any Claims,\n      relating to the Environmental Laws and the ownership, use, maintenance or\n      operation of the Properties.  Any instances of noncompliance, notices of\n      violations, and writs, injunctions, decrees, orders or judgments which\n      may exist or may be outstanding are of the type that individually or in\n      the aggregate would not have a material adverse effect on the Opportunity\n      Partnership or its Properties taken as a whole.\n\n           (iv)  All material reports of environmental surveys, audits,\n      investigations and assessments relating to the Properties, including, but\n      not limited to, the Environmental Reports in the possession or control of\n      the Opportunity Partnership or its affiliates have been made available to\n      representatives of the Operating Partnership.\n\n           (v)  Except as has been disclosed in writing to the Operating\n      Partnership prior to the date hereof, to Knowledge, all material permits\n      and licenses required under any Environmental Laws in respect of the\n      operation of the Properties have been obtained or can be obtained without\n      material cost and the Properties are in compliance, in all material\n      respects, with the terms and conditions of such permits and licenses.\n\n      (p)  Trademarks and Tradenames; Proprietary Rights.\n\n           (i)  There are no actions or other judicial or administrative\n      proceedings involving the Opportunity Partnership, the Titleholders, or\n      the Properties pending, or threatened in writing, that concern any\n      copyrights, copyright application, trademarks, trademark registrations,\n      trade names, service marks, service mark registrations, trade names and\n      trade name registrations or any trade secrets being transferred to the\n      Operating Partnership hereunder (the 'Proprietary Rights').\n\n           (ii)  To Knowledge, the Opportunity Partnership has the right and\n      authority to use each Proprietary Right necessary in connection with the\n      operation of the Properties in the manner in which it is currently used,\n      and to convey such right and authority to the Operating Partnership at\n      the Closing.  To Knowledge, current use of the Proprietary Rights does\n      not, and did not, conflict with, infringe upon or violate any copyright,\n      trade secret, trademark or registration of any other person.\n\n           (iii)  There are no outstanding or, to Knowledge, threatened\n      disputes or disagreements with respect to any Proprietary Right or any\n      license, contract, agreement or other commitment, written or oral,\n      relating to the same.\n\n      (q)  Litigation and Claims.\n\n           (i)  Except as identified in Exhibit P hereto (or as may be reserved\n      for in an amount reasonably acceptable to the Operating Partnership in\n      the calculation of the Net Proration Amount), there are no\n\n\n                                       10\n\n\n\n      Claims which could reasonably be anticipated to result in damages in\n      excess of $50,000 that directly or indirectly affect the Opportunity\n      Partnership, the applicable Titleholders or the Properties.\n\n           (ii)  Neither the Opportunity Partnership nor any of its applicable\n      Titleholders nor any of its Properties are operating under, subject to or\n      in default with respect to any decision, order, writ, injunction or\n      decree of any court or federal, state or municipal entity or other\n      Governmental Entity.\n\n     (r) No Brokers.  Neither the Opportunity Partnership nor any of its\ngeneral partners or the respective officers, directors or employees thereof has\nemployed or made any agreement with any broker, finder or similar agent or any\nperson or firm which will result in the obligation of the Operating Partnership\nor any of its affiliates to pay any finder's fee, brokerage fees or commissions\nor similar payment in connection with the transactions contemplated by this\nContribution Agreement.\n\n     (s) Solvency.  The Opportunity Partnership has been and will be solvent at\nall times prior to and immediately following the transfer of the Titleholder\nInterests to the Operating Partnership.\n\n     (t) No Misrepresentations.  To Knowledge, no representation, warranty or\nstatement made, or information provided, by the Opportunity Partnership in this\nContribution Agreement or in any other document or instrument furnished or to\nbe furnished by or on behalf of the Opportunity Partnerships pursuant hereto\n(i) contains or will contain any untrue statement of a material fact or (ii)\nomits or will omit to state a material fact necessary to make the statements\ncontained herein or therein not misleading when read together with all other\nsuch documents and instruments.\n\n     (u) Partners\/Members.  The Opportunity Partnership has made available to\nthe Operating Partnership a true and accurate list of all of the partners,\nother equity holders or members or record, as applicable, of (i) the\nOpportunity Partnership and (ii) the Titleholders that own, directly or\nindirectly, an interest in any of the Properties, together with their\npercentage interests in the Opportunity Partnership or each Titleholder.\n\n     (v) Insurance.  Each Titleholder currently has in place the public\nliability, casualty and other insurance coverage with respect to each Property\nas the Opportunity Partnership reasonably deems necessary.  Each of the\ninsurance policies with respect to the Properties is in full force and effect\nand all premiums due and payable thereunder have been fully paid when due.  No\nOpportunity Partnership or Titleholder has received from any insurance company\nany notices of cancellation or intent to cancel any insurance.\n\n     (w) Leases.  A true and correct copy of all leases (and all amendments\nthereto or modifications thereof) to which a Titleholder is a party or by which\na Titleholder or Property is bound or subject (collectively, the 'Leases') has\nbeen delivered to or made available to the Operating Partnership or its\nrepresentatives.  To Knowledge except as otherwise disclosed to the Operating\nPartnership or its representatives, each of the Leases is and will be valid and\nbinding and is in full force and effect in all material respects.  To\nKnowledge, except as otherwise disclosed to the Operating Partnership or its\nrepresentatives, no party to any Lease has breached or defaulted under the\nterms of any Lease, except for such breaches or defaults that would not have a\nmaterial adverse effect on the condition, financial or otherwise, or on the\nearnings, assets, business affairs or business prospects of any Property.\n\n     (x) Schedule of Liabilities and Assets.  The schedule of liabilities and\nassets to be delivered in connection with the calculation of the Net Proration\nAmount shall be true, correct and complete in all material respects; provided\nthat, for these purposes, a liability which has not been asserted in writing or\nis otherwise based on a written agreement shall not be deemed to exist unless\nit is for goods and services provided or agreed to be provided and shall not\ninclude liabilities for which the Operating Partnership agrees that there are\nvalid defenses to payment which are reasonably likely to prevail.\n\n     (y) Financial Statements; Undisclosed Liabilities.  The financial\nstatements which the Opportunity Partnership provided to the Operating\nPartnership have been prepared in accordance with generally accepted accounting\nprinciples ('GAAP') applied on a consistent basis during the periods involved\n(except as may be indicated in the notes thereto) and fairly presented, in\naccordance with the applicable requirements of GAAP, the\n\n\n                                       11\n\n\n\nconsolidated financial position of such Contributor as of the dates thereof and\nthe consolidated results of operations and cash flows for the periods then\nended (subject, in the case of unaudited statements, to normal year-end audit\nadjustments). Except as set forth in such financial statements, neither any\nContributor nor any subsidiary has any liabilities or obligations of any nature\n(whether accrued, absolute, contingent or otherwise) required by GAAP to be set\nforth on a consolidated balance sheet of the Contributor or in the notes\nthereto and which, individually or in the aggregate, would have a Material\nAdverse Effect.\n\n      3.3  REPRESENTATIONS AND WARRANTIES OF EQUITY OFFICE.\n\n     Each of EOH and EGI makes the following representations and warranties to\nthe Operating Partnership solely with respect to itself and the Management\nBusiness contributed by it hereunder:\n\n     (a) Organization; Authority.  Each of EOH and EGI is duly formed, validly\nexisting and in good standing (to the extent applicable) under the laws of the\njurisdiction of its formation, and has all requisite power and authority to\nown, lease or operate its property and to carry on its business as presently\nconducted and, to the extent required under applicable law, is qualified to do\nbusiness and is in good standing in each jurisdiction in which the nature of\nits business or the character of its property make such qualification\nnecessary.\n\n     (b) Due Authorization.  The execution, delivery and performance of this\nContribution Agreement by each of EOH and EGI has been duly and validly\nauthorized by all necessary action of each of them.  The Contribution Agreement\nhas been duly executed and delivered by each of EOH and EGI and constitutes a\nlegal, valid and binding obligation of each of them enforceable against each of\nthem in accordance with its terms, as such enforceability may be limited by\nbankruptcy or the application of equitable principles.\n\n     (c) Consents and Approvals.  No consent, waiver, approval or authorization\nof any third party is required to be obtained by EOH or EGI in connection with\nthe execution, delivery and performance by any of them of the Contribution\nAgreement and the transactions contemplated hereby, except for any of the\nforegoing that shall have been obtained prior to the Closing Date.\n\n     (d) Ownership of the Management Business.  Each of EOH and EGI is the sole\nowner of the Management Business to be contributed by it and has not pledged,\nassigned, hypothecated or otherwise encumbered such Management Business. EOH is\nthe successor owner to all portions of the Management Business previously owned\nby its subsidiary entities, Equity Captial Holdings, L.L.C. and Equity Office\nProperties, L.L.C.\n\n     (e) Management Contracts.  A true and correct copy of all of the contracts\nor other written understandings, to which each of EOH and EGI is a party or by\nwhich EOH and EGI is bound that relate to its Management Business except for\ncontracts or understandings that are not material to the business and\noperations of the Management Business (collectively, the 'Management\nContracts') has been delivered to or made available to the Operating\nPartnership. Each of the Management Contracts is valid and binding and in full\nforce and effect in all material respects.  No party to the Management\nContracts has breached or defaulted under the terms of any Management Contract,\nexcept for such breaches or defaults that would not have a material adverse\neffect on the condition, financial or otherwise, or on the earnings, assets,\nbusiness affairs or business prospects of the Management Business.\n\n     (f) Permits.  To the Knowledge of EOH and EGI, each has such franchises,\ncertificates, licenses, permits and other authorizations from governmental\npolitical subdivisions or regulatory authorities (collectively 'Permits') as\nare necessary for the ownership, use, operation and licensing of the Management\nBusiness, except for any Permits for which the failure to possess would not\nhave a material adverse effect on the condition, financial or otherwise, or on\nthe earnings, assets, business affairs or business prospects of the Management\nBusiness, and neither EOH nor EGI is in violation of any such material Permit\nin any material respect.\n\n     (g) Non-Foreign Status.  Neither EOH nor EGI is a foreign person, foreign\ncorporation, foreign partnership, foreign trust or foreign estate (as defined\nin the Code), and none of them is, therefore, subject to the provisions of the\nCode relating to the withholding of sales proceeds to foreign persons.\n\n\n                                       12\n\n\n\n\n     (h) Investment Purposes.  Each of EOH and EGI acknowledges its\nunderstanding that the offering and sale of the Units to be acquired pursuant\nto the Contribution Agreement are intended to be exempt from registration under\nthe Act.  In furtherance thereof, each of EOH and EGI represents and warrants\nonly with respect to itself to the Company that it is an 'accredited investor'\n(as such term is defined in Rule 501(a) of Regulation D under the Act) and has\nno intention of engaging in a public distribution of such Units.\n\n     (i) No Brokers.  Neither EOH nor EGI nor any of its respective officers,\ndirectors or employees has incurred or will incur any liability for any\nbrokerage fees, commissions or finders' fees that have been paid or may become\npayable by the Operating Partnership or any of its affiliates to any broker or\nfinder engaged by or on behalf of any of them or any of their officers,\ndirectors or employees in connection with the transaction contemplated by this\nContribution Agreement.\n\n     (j) Compliance with Laws.  Neither EOH nor EGI has received any written\nnotice of any violation and there are no such violations, of any employment,\nenvironmental, or other regulatory law, order, regulation, or requirement\nrelating to the Management Business which, individually or in the aggregate,\nwould have a material adverse effect on the condition, financial or otherwise,\nor on the earnings, assets, business affairs or business prospects of the\nManagement Business.\n\n     (k) Insurance.  Each of EOH and EGI currently has in place public\nliability, casualty and other insurance coverage with respect to the Management\nBusiness as is usual and customary for the conduct of similar businesses.  To\nthe Knowledge of EOH and EGI, each of the insurance policies with respect to\nthe Management Business is in full force and effect.  All premiums due and\npayable in respect to such insurance policies have been fully paid when due.\nNeither EOH nor EGI has received from any insurance company any notices of\ncancellation or intent to cancel any insurance.\n\n     (l) Taxes.  No tax lien or other charge exists or will exist upon\nconsummation of the transactions contemplated hereby with respect to the\nManagement Business except such tax liens for which the tax is not yet due and\npayable or tax liens or other charges which individually or in the aggregate\nwould not have a material adverse effect on the Operating Partnership.\n\n     (m) No Violation.  None of the execution, delivery or performance of this\nContribution Agreement and the transactions contemplated hereby does or will,\nwith or without the giving of notice, lapse of time, or both, (i) violate,\nconflict with, result in a breach of, or constitute a default under or give to\nothers any right of termination or cancellation of (A) the organizational\ndocuments of EOH or EGI, (B) any material agreement, document or instrument to\nwhich EOH or EGI or its Management Business is bound or (C) any term or\nprovision of any judgment, order, writ, injunction, or decree of any\nGovernmental Entity binding on EOH or EGI or any of its assets or properties or\n(ii) result in the creation of any Lien, other than Permitted Liens, upon the\nManagement Business.\n\n     (n) Solvency.  Each of EOH and EGI has been and will be solvent at all\ntimes prior to and immediately following the transfer of the Management\nBusiness to the Operating Partnership.\n\n     (o) No Misrepresentations.  To Knowledge, no representation, warranty or\nstatement made, or information provided, by EOH, EGI or any Opportunity\nPartnership in this Contribution Agreement or in any other document or\ninstrument furnished or to be furnished by or on behalf of EOH or EGI or any\nOpportunity Partnership pursuant hereto (i) contains or will contain any untrue\nstatement of a material fact or (ii) intentionally omits or will intentionally\nomit to state a material fact necessary to make the statements contained herein\nor therein not misleading when read together with all other such documents and\ninstruments.\n\n     (p) Schedule of Liabilities and Assets.  The schedule of liabilities and\nassets which Equity Office hereby agrees to deliver at or prior to Closing,\ncalculated as of the Final Valuation Date in respect to the Management\nBusiness, shall be true, correct and complete in all material respects;\nprovided that, for these purposes, a liability which has not been asserted in\nwriting or is otherwise based on a written agreement shall not be deemed to\nexist\n\n\n                                       13\n\n\n\nunless it is for goods and services provided or agreed to be provided and shall\nnot include liabilities for which the Operating Partnership agrees that there\nare valid defenses to payment which are reasonably likely to prevail.\n\n      3.4  LEGENDING.\n\n     Each certificate representing the Units (and any Common Shares that might\nbe exchanged therefor) shall bear the a legend substantially in the form set\nforth below:\n\nTHE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES\nACT OF 1933, AS AMENDED (THE 'ACT'), OR THE SECURITIES LAWS OF ANY STATE AND\nMAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH\nREGISTRATION, UNLESS THE TRANSFEROR DELIVERS TO THE COMPANY AN OPINION OF\nCOUNSEL SATISFACTORY TO THE COMPANY, TO THE EFFECT THAT THE PROPOSED SALE,\nTRANSFER OR OTHER DISPOSITION MAY BE EFFECTED WITHOUT REGISTRATION UNDER THE\nACT AND UNDER APPLICABLE STATE SECURITIES OR 'BLUE SKY' LAWS.\n\n     In addition, the Common Shares for which the Units might be exchanged\nshall also bear a legend which generally provides the following:\n\nTHE COMMON SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS\nON BENEFICIAL AND CONSTRUCTIVE OWNERSHIP AND TRANSFER FOR THE PURPOSE OF THE\nCOMPANY'S MAINTENANCE OF ITS STATUS AS A REAL ESTATE INVESTMENT TRUST UNDER THE\nINTERNAL REVENUE CODE OF 1986, AS AMENDED (THE 'CODE').  SUBJECT TO CERTAIN\nFURTHER RESTRICTIONS AND EXCEPT AS EXPRESSLY PROVIDED IN THE COMPANY'S\nDECLARATION OF TRUST, (1) NO PERSON MAY BENEFICIALLY OWN OR CONSTRUCTIVELY OWN\nTHE COMPANY'S COMMON SHARES IN EXCESS OF 9.9% (BY VALUE OR BY NUMBER OF SHARES,\nWHICHEVER IS MORE RESTRICTIVE) OF THE OUTSTANDING COMMON SHARES OF THE COMPANY;\n(2) NO PERSON MAY BENEFICIALLY OR CONSTRUCTIVELY OWN COMMON SHARES THAT WOULD\nRESULT IN THE COMPANY BEING 'CLOSELY HELD' UNDER SECTION 856(H) OF THE CODE OR\nOTHERWISE CAUSE THE COMPANY TO FAIL TO QUALIFY AS A REIT; AND (3) NO PERSON MAY\nTRANSFER COMMON SHARES IF SUCH TRANSFER WOULD RESULT IN THE SHARES OF\nBENEFICIAL INTEREST OF THE COMPANY BEING OWNED BY FEWER THAN 100 PERSONS.  ANY\nPERSON WHO BENEFICIALLY OR CONSTRUCTIVELY OWNS OR ATTEMPTS TO BENEFICIALLY OR\nCONSTRUCTIVELY OWN COMMON SHARES WHICH CAUSES OR WILL CAUSE A PERSON TO\nBENEFICIALLY OR CONSTRUCTIVELY OWN COMMON SHARES IN EXCESS OF THE ABOVE\nLIMITATIONS MUST IMMEDIATELY NOTIFY THE COMPANY.  IF ANY OF THE RESTRICTIONS ON\nTRANSFER OR OWNERSHIP ARE VIOLATED, THE COMMON SHARES REPRESENTED HEREBY WILL\nBE AUTOMATICALLY TRANSFERRED TO A TRUSTEE OF A TRUST FOR THE BENEFIT OF ONE OR\nMORE CHARITABLE BENEFICIARIES.  IN ADDITION, THE COMPANY MAY REDEEM SHARES UPON\nTHE TERMS AND CONDITIONS SPECIFIED BY THE BOARD OF TRUSTEES IN ITS SOLE\nDISCRETION IF THE BOARD OF TRUSTEES DETERMINES THAT OWNERSHIP OR A TRANSFER OR\nOTHER EVENT MAY VIOLATE THE RESTRICTIONS DESCRIBED ABOVE.  FURTHERMORE, UPON\nTHE OCCURRENCE OF CERTAIN EVENTS, ATTEMPTED TRANSFERS IN VIOLATION OF THE\nRESTRICTIONS DESCRIBED ABOVE MAY BE VOID AB INITIO.  ALL UNDERSCORED TERMS IN\nTHIS LEGEND HAVE THE MEANINGS DEFINED IN THE DECLARATION OF TRUST OF THE\nCOMPANY, AS THE SAME MAY BE AMENDED FROM TIME TO TIME, A COPY OF WHICH,\nINCLUDING THE RESTRICTIONS ON TRANSFER AND OWNERSHIP, WILL BE FURNISHED TO EACH\nHOLDER OF COMMON SHARES ON REQUEST AND WITHOUT CHARGE.  REQUESTS FOR SUCH A\nCOPY MAY BE DIRECTED TO THE SECRETARY OF THE COMPANY.\n\n   4.   COVENANTS OF CONTRIBUTORS\n\n     From the date hereof through the Closing, each of the Opportunity\nPartnerships shall itself and shall cause each of its Titleholders to conduct\nits business and Equity Office shall conduct the Management Business, in each\n\n\n                                       14\n\n\n\ncase, in the ordinary course, consistent with past practice, and shall not\nitself and shall not cause or permit any of its Titleholders to or, in the case\nof Equity Office, in respect to the Management Business shall not:\n\n     (i)  Enter into any material transaction not in the ordinary course of\nbusiness;\n\n     (ii)  Sell or transfer any material assets of the Titleholders or the\nManagement Business; provided that nothing contained herein shall be deemed to\nconstitute a limitation on the right of (w) any Opportunity Partnership to\ndistribute to its partners net proceeds from the sale of non-office assets; (x)\nany Opportunity Partnership to distribute to its partners, or reserve for\nfuture distribution to its partners, amounts which it believes to be necessary\nfor the continued qualification of any limited partner thereof as a real estate\ninvestment trust; (y) EOH and each of its subsidiary entities, Equity Office\nProperties, L.L.C. and Equity Capital Holdings, L.L.C., to distribute to their\nrespective members, and EGI to distribute to its shareholders, cash generated\nfrom the operation of the Management Business for the period prior to the\nClosing Date; or (z) Opportunity Partnership I to distribute, directly or\nindirectly, to its partners its entire right, title and interest in ZML-Swansea\nMall Limited Partnership;\n\n     (iii)  Mortgage, pledge or encumber (or permit to become further\nencumbered except by Permitted Liens) any Titleholder Interests or the\nManagement Business;\n\n     (iv)  Materially amend, modify or terminate any material agreements\n(including, without limitation, those agreements which constitute Management\nContracts) or other instruments to which any of the Titleholders or the\nManagement Business are a party except such agreements or instruments that may\nterminate pursuant to their own terms prior to Closing; or\n\n     (v)  Materially alter the manner of keeping the Titleholders' or the\nManagement Business' books, accounts or records or the accounting practices\ntherein reflected.\n\n   5.   SURVIVAL OF REPRESENTATIONS AND WARRANTIES; REMEDIES;\n        INDEMNIFICATION.\n\n      5.1  SURVIVAL OF REPRESENTATIONS AND WARRANTIES; REMEDY FOR\n           BREACH.\n\n     All of the representations and warranties contained in this Contribution\nAgreement or in any document delivered pursuant hereto shall survive the\nClosing for a period of one (1) year from and after the Closing.  Any claim for\nindemnification under Sections 5.3 hereof must be asserted in writing by the\nIndemnified Party, as the case may be, stating the nature of the Losses and the\nbasis for the indemnification therefor within one (1) year from and after the\nClosing. If so asserted in writing within one (1) year from and after the\nClosing, such claims for indemnification shall survive until resolved by mutual\nagreement between the parties to such claim or until final judicial\ndetermination.  Any claim for indemnification not so asserted in writing within\none (1) year from and after the Closing shall not thereafter be asserted and\nshall forever be waived.\n\n      5.2  INDEMNIFICATION BY OPERATING PARTNERSHIP.\n\n     The Operating Partnership hereby agrees to indemnify and hold harmless\neach of the Opportunity Partnerships, each of their constituent partners,\nEquity Office, its members and shareholders and each of their respective\ndirectors, members, managers, officers, employees, agents, representatives and\naffiliates (each an 'Indemnified Contributor Party') of and from and against\nany and all Losses asserted against, imposed upon or incurred by the\nIndemnified Contributor Party in connection with: (i) any breach of a\nrepresentation or warranty of the Operating Partnership contained in this\nContribution Agreement; (ii) any liabilities or obligations incurred, arising\nfrom or out of, in connection with or as a result of any Claims made or Actions\nbrought by or against the Opportunity Partnership, the Titleholders, the\nProperties or an Indemnified Contributor Party, that arise from or out of, in\nconnection with or as a result of any Contamination of the Properties\nregardless of when or how occurring, except to the extent, and only to the\nextent, such Losses arise from a breach of a representation and warranty of the\nIndemnified Contributor Party under Section 3.2 hereof; (iii) the operation or\nownership of the Properties or the Titleholder Interests, whether before or\nafter Closing (except to the extent such loss is attributable to a breach of a\nrepresentation or warranty of the Indemnified Contributor Party contained\nherein); and (iv) all fees, costs and\n\n\n                                       15\n\n\n\nexpenses incurred in connection with the actions contemplated by this\nContribution Agreement, including without limitation any and all costs\nassociated with the transfers contemplated herein.\n\n      5.3  INDEMNIFICATION BY CONTRIBUTORS.\n\n     Each Contributor hereby agrees to indemnify and hold harmless the\nOperating Partnership and its affiliates and each of their respective\ndirectors, managers, officers, employees, agents, representatives and\naffiliates (each of which is an 'Indemnified Party') from and against any and\nall losses, claims, liabilities, damages, costs and expenses ('Loss') asserted\nagainst, imposed upon or incurred by the Indemnified Party in connection with\nor as a result of any breach of a representation or warranty of such\nContributor contained in this Contribution Agreement or in any document\ndelivered by the Contributor pursuant to this Contribution Agreement (with any\nsuch breach being determined solely for purposes of this Section 5.3 without\nregard to whether such breach has a Material Adverse Effect on the Operating\nPartnership).\n\n     In addition, EOH and EGI hereby agree to indemnify and hold harmless the\nOperating Partnership from and against any and all Losses asserted against,\nimposed upon or incurred by the Operating Partnership as a result of its\nownership or operation of the Management Business but only to the extent that\nsuch Losses are attributable to the period prior to the Closing Date.\n\n      5.4  NOTICE AND DEFENSE OF CLAIMS.\n\n     As soon as reasonably practicable after receipt by the Indemnified Party\nof notice of any liability or claim incurred by or asserted against the\nIndemnified Party that is subject to indemnification under this Section 5, the\nIndemnified Party shall give notice thereof to the Contributor, including\nliabilities or claims to be applied against the indemnification threshold\nestablished pursuant to Section 5.5 hereof.  The Indemnified Party may at its\noption demand indemnity under this Section 5 as soon as a claim has been\nthreatened by a third party, regardless of whether any actual Losses have been\nsuffered, so long as the Indemnified Party shall in good faith determine that\nsuch claim is not frivolous and that the Indemnified Party may be liable for,\nor otherwise incur,  Losses as a result thereof and shall give notice of such\ndetermination to the Contributor.  The Indemnified Party shall permit the\nContributor, at its option and expense, to assume the defense of any such claim\nby counsel selected by the Contributor and reasonably satisfactory to the\nIndemnified Party, and to settle or otherwise dispose of the same; provided,\nhowever, that the Indemnified Party may at all times participate in such\ndefense at its expense; and provided further, however, that the Contributor\nshall not, in defense of any such claim, except with the prior written consent\nof the Indemnified Party in its sole and absolute discretion, consent to the\nentry of any judgment or enter into any settlement that does not include as an\nunconditional term thereof the giving by the claimant or plaintiff in question\nto the Indemnified Party and its affiliates a release of all liabilities in\nrespect of such claims, or that does not result only in the payment of money\ndamages.  If the Contributor shall fail to undertake such defense within 30\ndays after such notice, or within such shorter time as may be reasonable under\nthe circumstances, then the Indemnified Party shall have the right to undertake\nthe defense, compromise or settlement of such liability or claim on behalf of\nand for the account of the Contributor.\n\n      5.5  LIMITATIONS ON AND THRESHOLD FOR INDEMNIFICATION\n\n     (a) No Contributor shall be liable under Sections 3.2, 3.3 or 5.3 hereof\nunless and until the aggregate amount recoverable from Indemnifying Parties\nunder the indemnification provisions  set forth in Section 5.3 exceeds\n$250,000; provided, however, that once the total amount recoverable from\nIndemnifying Parties exceeds $250,000 in the aggregate, the Contributor's\nobligation under Section 5.3 hereof shall be for the full amount of such\nobligation.\n\n     (b) Notwithstanding anything contained herein to the contrary, no\nOpportunity Partnership shall be liable or obligated to make payments under\nthis Agreement or any document delivered pursuant to its terms to the extent\nsuch payments when aggregated with any payments made by its parent ZML REIT\nunder Section 6.3 of the Merger Agreement would exceed the net realizable value\n(calculated from time to time as of the date or dates on\n\n\n                                       16\n\n\n\nwhich claims are paid hereunder) of one percent (1%) of the Shares issued or\nwhich may be issued in exchange for Units issued to such Opportunity\nPartnership pursuant to Section 1.3 hereof.\n\n     (c) Notwithstanding anything contained herein to the contrary, neither EOH\nnor EGI, shall individually or collectively be liable pursuant to this\nAgreement for an amount which is greater than Fifteen Million Dollars\n($15,000,000) in the aggregate.\n\n   6.   MISCELLANEOUS\n\n      6.1  FURTHER ASSURANCES.\n\n     Each of the Contributors shall take such other actions and execute such\nadditional documents following the Closing as the Operating Partnership may\nreasonably request in order to effect the transactions contemplated hereby.\n\n      6.2  COUNTERPARTS.\n\n     This Contribution Agreement may be executed in one or more counterparts,\neach of which shall be deemed an original, but all of which together shall\nconstitute one and the same instrument.\n\n      6.3  GOVERNING LAW.\n\n     This Contribution Agreement shall be governed by the internal laws of the\nState of Illinois, without regard to the choice of law provisions thereof.\n\n      6.4  NOTICES.\n\n     Any notice to be given hereunder by any party to the other shall be given\nin writing by personal delivery or by registered or certified mail, postage\nprepaid, return receipt requested, and shall be deemed communicated as of the\ndate of personal delivery (including delivery by overnight courier).  Mailed\nnotices shall be addressed as set forth below, but any party may change the\naddress set forth below by written notice to other parties in accordance with\nthis Section 7.4.\n\n\n                                       17\n\n\n\n\n\n\n\n                                     \n     TO THE OPPORTUNITY PARTNERSHIPS:   TO EQUITY OFFICE:\n     c\/o Rosenberg &amp; Liebentritt, P.C.  c\/o  Rosenberg &amp; Liebentritt, P.C.\n     Two North Riverside Plaza          Two North Riverside Plaza\n     Suite 1515                         Suite 1515\n     Chicago, Illinois  60606           Chicago, Illinois  60606\n     Attn.: Donald J. Liebentritt       Attn.: Donald J. Liebentritt\n     Tel: 312.466.3362                  Tel: 312.466.3362\n     Fax: 312.454.0335                  Fax: 312.454.0335\n\n     TO THE OPERATING PARTNERSHIP:\n     c\/o Equity Office Properties Trust\n     Two North Riverside Plaza\n     Suite 2200\n     Chicago, Illinois  60606\n     Attn.: Chief Legal Counsel\n     Tel: 312.466.3362\n     Fax: 312.559.5021\n\n\n     IN WITNESS WHEREOF, the parties have executed this Contribution Agreement\nas of the date first written above.\n\n                        'OPERATING PARTNERSHIP'\n\n                   EOP OPERATING LIMITED PARTNERSHIP,\n                     a Delaware limited partnership\n\n\n                              By:  EQUITY OFFICE PROPERTIES TRUST,\n                                   a Maryland real estate investment trust\n\n                                   By: \/s\/ Stanley M. Stevens\n                                       ---------------------------------\n                                   Name: Stanley M. Stevens\n                                       ---------------------------------\n                                   Title: Executive Vice President\n                                       ---------------------------------\n\n\n                                       18\n\n\n\n\n\n\n\n'CONTRIBUTOR'\n\nZell\/Merrill Lynch Real Estate Opportunity Partners Limited Partnership, an\nIllinois limited partnership\n\nBy:  ZML Partners Limited Partnership, an Illinois limited partnership, its\n     general partner\n\n     By:  ZM Investors Limited Partnership, an Illinois limited partnership, its\n          general partner\n\n\n          By:  ZM, Inc., an Illinois corporation, its general partner\n\n               By: \/s\/ Donald J. Liebentritt\n                   ---------------------------\n               Its: Vice President\n                   ---------------------------\n\n\nZell\/Merrill Lynch Real Estate Opportunity Partners Limited Partnership II, an\nIllinois limited partnership\n\nBy:  ZML Partners Limited Partnership II, an Illinois limited partnership, its\n     general partner\n\n     By:  ZM Investors Limited Partnership II, an Illinois limited partnership,\n          its general partner\n\n\n          By:  Zell\/Merrill II, Inc., an Illinois corporation, \n               its general partner\n\n               By: \/s\/ Donald J. Liebentritt\n                   ---------------------------\n               Its: Vice President\n                   ---------------------------\n\n\nZell\/Merrill Lynch Real Estate Opportunity Partners Limited Partnership III, an\nIllinois limited partnership\n\nBy:  ZML Partners Limited Partnership III, an Illinois limited partnership, its\n     general partner\n\n     By:  ZM Investors Limited Partnership III, an Illinois limited partnership,\n          its general partner\n\n\n          By:  Zell\/Merrill III, Inc., an Illinois corporation,\n               its general partner\n\n               By: \/s\/ Donald J. Liebentritt\n                   ---------------------------\n               Its: Vice President\n                   ---------------------------\n\n\n                                       19\n\n\n\n\n\n\nZell\/Merrill Lynch Real Estate Opportunity Partners Limited Partnership IV, an\nIllinois limited partnership\n\nBy:  ZML Partners Limited Partnership IV, an Illinois limited partnership, its\n     general partner\n\n     By:  ZM Investors Limited Partnership IV, an Illinois limited partnership,\n          its general partner\n\n\n          By:  Zell\/Merrill IV, Inc., an Illinois corporation,\n               its general partner\n\n               By: \/s\/ Donald J. Liebentritt\n                   ---------------------------\n               Its: Vice President\n                   ---------------------------\n\n\n     EQUITY OFFICE HOLDINGS, L.L.C.\n\n     By: \/s\/ Stanley M. Stevens\n         ---------------------------\n     Its: Vice President\n         ---------------------------\n\n     EQUITY GROUP INVESTMENTS, INC.\n\n     By: \/s\/ Donald J. Liebentritt\n         ---------------------------\n     Its: Vice President\n         ---------------------------\n\n\n\n                                       20\n\n\n\n\n             SCHEDULE OF EXHIBITS TO CONTRIBUTION AGREEMENT\n\n\n\n          \nExhibit A-1  Constituent Interests of Opportunity Partnership I Titleholder Interests\nExhibit A-2  Constituent Interests of Opportunity Partnership II Titleholder Interests\nExhibit A-3  Constituent Interests of Opportunity Partnership III Titleholder Interests\nExhibit A-4  Constituent Interests of Opportunity Partnership IV Titleholder Interests\nExhibit B    Titleholders' Real Property Interests\nExhibit C    Management Business\nExhibit D    Opportunity Partnership Assignment and Assumption Agreement\nExhibit E    Bill of Sale\nExhibit F    Assignment and Assumption of Intangible Rights\nExhibit G    Amended and Restated Agreement of Limited Partnership for the Operating Partnership\nExhibit H    Assignment and Assumption of Management Business Agreement\nExhibit I    Management Business Bill of Sale\nExhibit J-1  Amendment to Partnership Agreement for Opportunity Partnership 1\nExhibit J-2  Amendment to Partnership Agreement for Opportunity Partnership 2\nExhibit J-3  Amendment to Partnership Agreement for Opportunity Partnership 3\nExhibit J-4  Amendment to Partnership Agreement for Opportunity Partnership 4\nExhibit K    Merger Agreement\nExhibit L    Title Policies\nExhibit M    Schedule of Third Party Rights to Acquire Interests in Titleholders\nExhibit N    Pending Condemnations\nExhibit O    Schedule of Environmental Reports\nExhibit P    Schedule of Pending Claims\n\n\n\n\n\n\n\n\n\n                               EXHIBIT C\n                                   TO\n                         CONTRIBUTION AGREEMENT\n\n                 MANAGEMENT BUSINESS TO BE CONTRIBUTED\n\nManagement Agreements:\n\nAs specified on Schedule C-1 as attached\n\nOffice Personal Property:\n\n1.   All Office furniture and Equipment of EOH and EOP.\n\n2.   All Telephone System Equipment of EOH and EOP.\n\n3.   All Data Processing Systems and Equipment of EOH and EOP.\n\n4.   All Deposits held by EOH and EOP for the account of third parties.\n\nInsurance Reserve:\n\nAmounts held as a reserve against payment of future health insurance claims of\nemployees.\n\nExcluded Assets:\n\n   (a)  income tax refunds;\n\n   (b)  Equity Office's corporate records, including without limitation,\n        Limited Liability Company Agreements, minute books and other records\n        having to do exclusively with the legal organization of Equity Office;\n\n   (c)  except as specified above, all cash, cash equivalents and accounts\n        receivable;\n\n   (d)  all leasing commissions due Equity Office as a result of leases,\n        extensions or amendments which are identified in a schedule of\n        'protected transactions' to be submitted to the Operating Partnership\n        at the Closing but only if such leases, extensions or amendments are\n        executed on or before the sixtieth (60th) day after the Closing Date;\n\n   (e)  all other management fees, acquisition fees, leasing\/supervisory\n        fees, development fees, engineering, consulting or other fees due\n        Equity Office for services rendered prior to the Closing Date; and\n\n   (f)  the benefit of all insurance policies to the extent they insure the\n        Management Business prior to the Closing Date.\n\n\n\n\n\n\n\n\n                                GLOSSARY\n\n     The following terms have the meanings set forth below.  Terms which are\nnot defined below shall have the meaning set forth for those terms as defined\nin the Contribution Agreement:\n\n     Actions: Means all actions, complaints, charges, accusations,\ninvestigations, petitions, suits or other proceedings, whether civil or\ncriminal, at law or in equity, or before any arbitrator or Governmental Entity.\n\n     Claims:  Means claims, disputes, actions, suits, arbitrations, proceedings\nor investigations pending or, to Knowledge, threatened in writing that directly\nor indirectly affect any of the Contributors, the Titleholders, the Properties\nor the Management Business.\n\n     Consolidation Expenses:  Means all costs and expenses incurred in\nstructuring and consummating the consolidation of the four Opportunity\nPartnerships and the merger of the four ZML REITs (collectively, the\n'Consolidation') including, but not limited to, legal fees, accounting fees and\nall other costs and expenses in connection with (a) the formation and\norganization of the Operating Partnerships and the Company, (b) the structuring\nof the terms and conditions of the Consolidation, (c) the offering and issuance\nof the Units and common shares in the Company, (d) all steps taken to conduct\nthe transaction in compliance with applicable federal and state corporate,\npartnership, securities and other laws, (e) the receipt of all necessary\nconsents and approvals, including those required from regulatory bodies on or\nbefore (and remaining in effect at the consummation of) the Consolidation, (f)\nthe solicitation of consents from the Investors in each of the ZML REITs and\nthe Opportunity Partnerships to participate in the Consolidation, (g) the\nacquisition by the Operating Partnership in the Consolidation of the assets and\nthe existing liabilities of each of the Operating Partnerships, (h) fairness\nopinions, and (i) engagement of any financial advisor to the shareholders of\nthe ZML REITs or owners of Units in the Opportunity Partnerships.\n\n     Contamination:  Means emissions, discharges, releases or threatened\nreleases of 'Hazardous Materials,' substances, pollutants, contaminants or\nhazardous or toxic substances, materials or wastes whether solid, liquid or\ngaseous in nature, into the air, surface water, ground water or land, or\nrelating to the manufacture, processing, distribution, use, treatment, storage,\ndisposal, transport or handling of substances, pollutants, contaminants or\nhazardous or toxic substances, materials, or wastes, whether solid, liquid or\ngaseous in nature.\n\n     Environmental Law:  Means all applicable statutes, regulations, rules,\nordinances, codes, licenses, permits, orders, demands, approvals,\nauthorizations and similar items of all governmental agencies, departments,\ncommissions, boards, bureaus or instrumentalities of the United States, states\nand political subdivisions thereof and all applicable judicial, administrative\nand regulatory decrees, judgments and orders relating to the protection of\nhuman health or the environment as in effect on the Closing Date, including all\nrequirements as of the Closing Date, including but not limited to those\npertaining to reporting, licensing, permitting, investigation, removal and\nremediation of Contamination, including without limitation: (x) the\nComprehensive Environmental Response, Compensation and Liability Act (42 U.S.C.\nSection  9601 et seq.), the Resource Conservation and Recovery Act (42 U.S.C.\nSection  6901 et seq.), the Clean Air Act (42 U.S.C. Section  7401 et seq.),\nthe Federal Water Pollution Control Act (33 U.S.C. Section 1251), the Safe\nDrinking Water Act (42 U.S.C. 300 et seq.), the Toxic Substances Control Act\n(15 U.S.C. 2601 et seq.), the Endangered Species Act (16 U.S.C. 1531 et seq.),\nthe Emergency Planning and Community Right-to-Know Act of 1986 (42 U.S.C. 1001\net seq.), and (y) applicable state and local statutory and regulatory schemes\npertaining to hazardous materials.\n\n     Governmental Entity:  Means any government or agency, bureau, board,\ncommission, court, department, official, political subdivision, tribunal or\nother instrumentality of any government, whether federal, state or local,\ndomestic or foreign.\n\n     Hazardous Material:  Means any substance:\n\n     (i) the presence of which requires investigation or remediation under any\nEnvironmental Law action or policy, administrative request or civil complaint\nunder the foregoing or under common law; or\n\n\n\n\n\n\n\n     (ii) which is controlled, regulated or prohibited under any Environmental\nLaw as in effect as of the Closing Date, including the Comprehensive\nEnvironmental Response, Compensation and Liability Act (42 U.S.C. Section 9601\net seq.) and the Resource Conservation and Recovery Act (42 U.S.C. Section 6901\net seq.); or\n\n     (iii) which is toxic, explosive, corrosive, flammable, infectious,\nradioactive, carcinogenic, mutagenic or otherwise hazardous and as of the\nClosing Date is regulated by any governmental authority, agency, department,\ncommission, board, agency or instrumentality of the United States, or any state\nor any political subdivision thereof having or asserting jurisdiction over the\nProperties; or\n\n     (iv) the presence of which on, under or about, a Property poses a hazard\nto the health or safety of persons on or about such Property; or\n\n     (v) which contains gasoline, diesel fuel or other petroleum hydrocarbons,\npolychlorinated biphenyls (PCBs) or asbestos or asbestos-containing materials\nor urea formaldehyde foam insulation; or\n\n     (vi) radon gas.\n\n     Indemnifying Party:  Means any party required to indemnify any other party\nunder Section 5.3 hereof.\n\n     Knowledge:  Means, with respect to any representation or warranty so\nindicated (whether or not made by Equity Office or an Opportunity Partnership),\nthe actual knowledge (without any imputation or the obligation to make any\ninvestigation whatsoever) of every regional manager and every officer\n(including the Chairman of the Board) of Equity Office Holdings, L.L.C., Equity\nOffice Properties, L.L.C. Equity Capital Holdings, L.L.C. or Equity Group\nInvestments, Inc. whose title is Senior Vice President or higher.\n\n     Known Contamination:  Means Contamination currently existing on or\naffecting the applicable Property as of the Closing, and which such\nContamination is disclosed in environmental reports received by the Contributor\nor the Titleholders on or before the Closing (the 'Environmental Reports').\n\n     Lease:  All Leases affecting one or several of the Properties to which a\nTitleholder is a lessor or by which a Titleholder or Property is bound or\nsubject.\n\n     Liens:  Means, with respect to any real and personal property, all\nmortgages, pledges, liens, options, charges, security interests, restrictions,\nprior assignments, encumbrances, covenants, encroachments, assessments, rights\nof others, licenses, easements, liabilities or claims of any kind or nature\nwhatsoever, direct or indirect, including, without limitation, interests in or\nclaims to revenues generated by such property.\n\n     Losses:  Means, any and all claims, losses, damages, liabilities and\nexpenses, including, without limitation, amounts paid in settlement, reasonable\nattorneys' fees, costs of investigation and remediation, costs of\ninvestigative, judicial or administrative proceedings or appeals therefrom, and\ncosts of attachment or similar bonds.\n\n     'Material Adverse Effect' means the consequence of any event,\ncircumstance, occurrence or condition which, either individually or together\nwith all other such events, circumstances, occurrences or conditions described\nin Section 2.1, in the judgment of the Company, is likely to have a material\nadverse effect on the assets, business, financial condition, results of\noperations or prospects of the Operating Partnership and its subsidiaries,\ntaken as a whole; provided that, for these purposes, an insured casualty loss\nor a taking by way of condemnation or assignment in lieu of condemnation shall\nnot be considered in determining whether there has been a Material Adverse\nEffect.\n\n     Net Proration Amount:  Means, for each Opportunity Partnership's\nContributed Opportunity Partnership Assets, a sum calculated in accordance with\na proration schedule prepared by such Opportunity Partnership, but subject to\nthe Operating Partnership's reasonable approval, calculated as of the Final\nValuation Date describing all then-known liabilities (exclusive of liabilities\nfor mortgage indebtedness then having a term greater than one year) and\nreceivables of such Contributor and its affiliated Titleholders [which, for\nthese purposes may be estimated in good\n\n\n\n\n\n\nfaith and shall be deemed to include as an asset any sums held in escrow for\nthe payment of real estate taxes, insurance or other costs of ownership or\noperation of the Properties and may be subject to creation of such reserves\nand, in the case of accounts receivables, such credit quality adjustments as\nthe Contributor and the Operating Partnership reasonably deem appropriate].\n\n     Permitted Liens:  Means (a) Liens, or deposits made to secure the release\nof such Liens, securing taxes, the payment of which is not delinquent or the\npayment of which is actively being contested in good faith by appropriate\nproceedings diligently pursued;\n\n     (b) Zoning laws and ordinances generally applicable to the districts in\nwhich the Properties are located which are not violated, to any material\nextent, by the existing structures or present uses thereof;\n\n     (c) Liens imposed by laws, such as carriers', warehousemen's and\nmechanics' liens, and other similar liens arising in the ordinary course of\nbusiness which secure payment of obligations not more than 60 days past due or\nwhich are being contested in good faith by appropriate proceedings diligently\npursued;\n\n     (d) non-exclusive easements for public utilities, minor encroachments,\nrights of access or other non-monetary matters that do not have a material\nadverse effect upon, or materially interfere with the use of, the Properties;\n\n     (e) any exceptions contained in the Title Policies; and\n\n     (f) Liens arising through the Operating Partnership.\n\n     Person:  Means any individual, corporation, limited liability company,\npartnership, joint venture, association, joint-stock company, trust,\nunincorporated organization or governmental entity.\n\n     REIT Shares: Shall have the meaning set forth in the OP Agreement.\n\n     S-11 Registration Statement:  Means the Company's S-11 Registration\nStatement for the offering of Common Shares filed with the Securities and\nExchange Commission under date of May 7, 1997, as it may be amended from time\nto time.\n\n     Third-Party Management Business:  Collectively, all Management Contracts\nwith ownership entities whose beneficial owners include entities which are not\ndirect or indirect partners in an Opportunity Partnership; and the Management\nContract for the Plaza at LaJolla Village.\n\n     ZML REIT: Shall mean any of ZML Investors, Inc., ZML Investors II, Inc.,\nZell\/Merrill Lynch Real Estate Opportunity Partners III Trust or Zell\/Merrill\nLynch Real Estate Opportunity Partners IV Trust, each of which is a limited\npartner of Opportunity Partnership I, Opportunity Partnership II, Opportunity\nPartnership III or Opportunity Partnership IV respectively (collectively, the\n'ZML REITs').\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7468],"corporate_contracts_industries":[9489],"corporate_contracts_types":[9622,9624],"class_list":["post-43373","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-equity-office-properties-trust","corporate_contracts_industries-real__reits","corporate_contracts_types-planning","corporate_contracts_types-planning__contrib"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43373","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=43373"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43373"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43373"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43373"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}