Common use of Conditions to Obligations of the Contributors Clause in Contracts

Conditions to Obligations of the Contributors. The obligations of each of the Contributors to convey its Property and to perform the other covenants and obligations to be performed by the Contributors on the Closing Date shall be subject to satisfaction of, in addition to the other conditions set forth herein, the following conditions (all or any of which may be waived, in whole or in part, by the Contributors Representatives): (a) The representations and warranties made by the Company and the Operating Partnership herein shall be true and complete in all material respects (provided that such representations and warranties qualified as to materiality shall be true and correct in all respects) with the same force and effect as though such representations and warranties had been made on and as of the Closing Date; provided, however, that a failure of the foregoing condition shall not give rise to a right of termination by the Contributors hereunder so long as such matters do not have a Contributee Material Adverse Effect. (b) The Company and the Operating Partnership shall have executed and delivered to the Contributors Representatives and the Contributors all of the items and documents provided herein for said delivery. (c) The Company and the Operating Partnership shall have performed all covenants and obligations undertaken by the Company and the Operating Partnership herein in all material respects and complied with all conditions required by this Agreement to be performed or complied with by them on or before the Closing Date. (d) There shall not have been any changes, circumstances or events with respect to the Company or the Operating Partnership that in the aggregate have resulted in a Contributee Material Adverse Effect.

Conditions to Obligations of the Contributors. The obligations of each obligation of the Contributors to convey its Property and to perform the other covenants and obligations consummate, or cause to be performed consummated, the transactions contemplated by this Agreement and the Contributors on the Closing Date shall be Related Documents is subject to the satisfaction of, in addition to the other conditions set forth herein, of the following conditions (all additional conditions, any one or any more of which may be waived, waived in whole or in part, writing by the Contributors Representatives):Contributors: (a) The (i) Each of the representations and warranties made by of the Company Investors contained or referred to in Sections 4.1 (Organization and the Operating Partnership herein shall be true Standing), 4.2 (Authorization and complete in all material respects Binding Obligation) and 4.3 (provided that such representations and warranties qualified as to materiality Absence of Conflicting Agreements; Consents) shall be true and correct in all respects) with the same force and effect as though such representations and warranties had been made on and respects as of the Closing Date; provided, however, Date as if made anew at and as of that a failure date and (ii) all of the foregoing condition remaining representations and warranties of the Investors contained or referred to herein shall be true and correct in all material respects (disregarding any materiality or material adverse effect qualifications contained in any such representation or warranty) as of the Closing Date as if made anew at and as of that date (except for such failures to be true and correct that have not give rise had, or would not reasonably be expected to have, individually or in the aggregate, a right of termination material adverse effect on the Investors or their ability to consummate the transactions contemplated by the Contributors hereunder so long as such matters do not have a Contributee Material Adverse Effectthis Agreement). (b) The Company and Each of the Operating Partnership covenants of the Investors in this Agreement to be performed as of or prior to the Closing shall have executed and delivered to the Contributors Representatives and the Contributors been performed in all of the items and documents provided herein for said deliverymaterial respects. (c) The Company and the Operating Partnership GTCR Investor shall have performed all covenants and obligations undertaken caused to be delivered, by wire transfer to an account identified by the Company and the Operating Partnership herein Contributors, an amount in all material respects and complied with all conditions required by this Agreement immediately available funds equal to be performed or complied with by them on or before the Closing Date$60,000,000. (d) There Each of the Investors shall not have delivered to the Contributors a certificate signed by an authorized representative of each such Investor, dated the Closing Date, certifying that, to the knowledge and belief of such authorized representative, the conditions specified in Section 7.2(a) and Section 7.2(b) have been any changes, circumstances or events with respect fulfilled. (e) The Investors shall have delivered to the Contributors: (i) duly executed counterparts of the Company or LLC Agreement, signed by each of the Operating Partnership that in Investors, and (ii) duly executed counterparts of the aggregate have resulted in a Contributee Material Adverse EffectRegistration Agreement, signed by each of the Investors.