strips and gores within or bounding the Property and in
the profits or rights or other appurtenances connected with the beneficial use
or enjoyment of the Property and (ii) all improvements, structures, systems and
fixtures placed, constructed or installed on the Property (the "Property").
This conveyance, however, is made and accepted subject to the following
(collectively, the "Permitted Encumbrances"): (a) the matters described on
Exhibit "B" attached hereto and made a part hereof; and (b) any zoning
ordinances, requirements, proffers and/or conditions required of or imposed upon
Grantor, Grantee or the Property by any governmental authority in connection
with the entitlement, platting, processing, and development of the Property, to
the extent performable after the date hereof.
TO HAVE AND TO HOLD the Property, together with all and singular the rights and
appurtenances thereto in anywise belonging, unto the Grantee and Grantee's
successors and assigns forever, subject to the matters set forth herein; and
Grantor does hereby bind itself, its successors and assigns to WARRANT AND
FOREVER DEFEND all and singular the Property unto the Grantee, Grantee's
successors and assigns against every person whomsoever claiming or to claim the
same or any part thereof, by, through or under Grantor, but not otherwise.
EXCEPT AS SPECIFICALLY SET FORTH IN THAT AGREEMENT OF SALE BY AND BETWEEN
GRANTOR, AS SELLER, AND AN AFFILIATE(S) OF GRANTEE, AS PURCHASER, DATED
, 2011 (THE "AGREEMENT OF SALE"), OR IN
ANY DOCUMENT EXECUTED BY GRANTOR IN CONNECTION WITH THE CLOSING OF THE AGREEMENT
OF SALE, INCLUDING THIS SPECIAL WARRANTY DEED, BY ACCEPTING THIS SPECIAL
WARRANTY DEED, GRANTEE ACKNOWLEDGES THAT GRANTEE HAS INDEPENDENTLY AND
PERSONALLY INSPECTED THE PROPERTY AND THAT GRANTEE HAS PURCHASED THE PROPERTY
BASED UPON SUCH EXAMINATION AND INSPECTION. GRANTEE, ACKNOWLEDGES THAT GRANTEE
IS PURCHASING THE PROPERTY IN "AS-IS, WHERE-IS" CONDITION "WITH ALL FAULTS" AS
OF THE CLOSING AND SPECIFICALLY AND EXPRESSLY WITHOUT ANY WARRANTIES,
REPRESENTATIONS OR GUARANTEES, EITHER EXPRESS OR IMPLIED, FROM ANY OF THE
GRANTOR, FFRT DEVELOPMENT L.P., FF PROPERTIES L.P., FFR TRUST, MORGAN STANLEY
REAL ESTATE FUND V U.S., L.P., A DELAWARE LIMITED PARTNERSHIP, MORGAN STANLEY
REAL ESTATE FUND V SPECIAL U.S., L.P., A DELAWARE LIMITED PARTNERSHIP, MSP REAL
ESTATE FUND V., L.P., A DELAWARE LIMITED PARTNERSHIP, MORGAN STANLEY REAL ESTATE
INVESTORS V U.S., L.P., A DELAWARE LIMITED PARTNERSHIP, MSP CO-INVESTMENT
PARTNERSHIP V, L.P., A DELAWARE LIMITED PARTNERSHIP, AND MSP CO-INVESTMENT
PARTNERSHIP V-A, L.P., A DELAWARE LIMITED PARTNERSHIP, OR THEIR RESPECTIVE
PARTNERS, SHAREHOLDERS, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, TRUSTEES AND
BENEFICIARIES.
NOTWITHSTANDING ANY PROVISION HEREIN TO THE CONTRARY, CERTAIN TERMS AND
PROVISIONS SET FORTH IN THE AGREEMENT OF SALE SHALL SURVIVE THE EXECUTION AND
DELIVERY OF THIS SPECIAL WARRANTY DEED SUBJECT TO ANY LIMITATIONS ON THE PERIOD
OF SUCH SURVIVAL AS SET FORTH THEREIN.
[signature page follows]
EXECUTED as of the
day of
,
2011.
GRANTOR:
FAIRFIELD 24TH STREET TOWERS LTD.,
a Texas limited partnership
By:
FF StudentCo C LLC,
a Delaware limited liability company,
its General Partner
By:
StudentCo LLC, Series C,
a Delaware series limited liability company,
its Managing Member