PUT OPTION, HAS NOT AND WILL NOT BE REGISTERED
UNDER THE SECURITIES ACT OR THE SECURITIES LAWS OF ANY STATE, AND CANNOT BE SOLD
OR TRANSFERRED WITHOUT COMPLIANCE WITH THE REGISTRATION PROVISIONS OF SECURITIES
ACT, AS AMENDED, AND THE APPLICABLE STATE SECURITIES LAWS, OR COMPLIANCE WITH
EXEMPTIONS, IF ANY, AVAILABLE THEREUNDER.
SUCH PARTNER UNDERSTANDS THAT NEITHER
THE PARTNERSHIP NOR THE GENERAL PARTNER HAVE ANY OBLIGATION OR INTENTION TO
REGISTER THE INTERESTS OR THE PGGM PRE FUND PUT OPTION UNDER ANY FEDERAL OR
STATE SECURITIES ACT OR LAW, OR TO FILE THE REPORTS TO MAKE PUBLIC THE
INFORMATION REQUIRED BY RULE 144 UNDER THE SECURITIES ACT.
SUCH PARTNER
EXPRESSLY REPRESENTS THAT (A) IT HAS SUCH KNOWLEDGE AND EXPERIENCE IN FINANCIAL
AND BUSINESS MATTERS IN GENERAL, AND IN SOPHISTICATED REAL ESTATE TRANSACTIONS
OF THE TYPE TO BE MADE BY THE PARTNERSHIP IN PARTICULAR; (B) IT IS CAPABLE OF
EVALUATING THE MERITS AND RISKS OF AN INVESTMENT IN THE PARTNERSHIP; (C) ITS
FINANCIAL CONDITION IS SUCH THAT IT HAS NO NEED FOR LIQUIDITY WITH RESPECT TO
ITS INVESTMENT IN THE PARTNERSHIP TO SATISFY ANY EXISTING OR CONTEMPLATED
UNDERTAKING OR INDEBTEDNESS; (D) IT IS ABLE TO BEAR THE ECONOMIC RISK OF ITS
INVESTMENT IN THE PARTNERSHIP FOR AN INDEFINITE PERIOD OF TIME, INCLUDING THE
RISK OF LOSING ALL OF SUCH INVESTMENT, AND LOSS OF SUCH INVESTMENT WOULD NOT
MATERIALLY ADVERSELY AFFECT IT; (E) IT HAS EITHER SECURED INDEPENDENT TAX ADVICE
WITH RESPECT TO THE INVESTMENT IN THE PARTNERSHIP, UPON WHICH IT IS SOLELY
RELYING, OR IT IS SUFFICIENTLY FAMILIAR WITH THE INCOME TAXATION OF PARTNERSHIPS
THAT IT HAS DEEMED SUCH INDEPENDENT ADVICE UNNECESSARY; (F) IT IS FAMILIAR WITH
RULE 144 UNDER THE SECURITIES ACT, WHICH ESTABLISHES DEFINITIVE GUIDELINES
GOVERNING, AMONG OTHER THINGS, THE RESALE OF "RESTRICTED SECURITIES"
(SECURITIES, SUCH AS THE PARTNERSHIP INTERESTS AND THE PGGM PRE FUND PUT OPTION,
SUBORDINATED NOTES AND CONVERTIBLE NOTES, WHICH ARE ACQUIRED FROM THE ISSUER OF
SUCH SECURITIES IN A TRANSACTION NOT INVOLVING ANY PUBLIC OFFERING); AND (G) IT
ACKNOWLEDGES THAT RULE 144 IS NOT PRESENTLY AVAILABLE FOR TRANSFERS OF THE
PARTNERSHIP INTERESTS OR THE PGGM PRE FUND PUT OPTION, BECAUSE, AMONG OTHER
THINGS, THE PARTNERSHIP IS NOT PRESENTLY REQUIRED TO FILE THE REPORTS REQUIRED
TO BE FILED BY SECTION 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 AND DOES NOT
HAVE A CLASS OF SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THAT STATUTE;
AND, EVEN IF THE PARTNERSHIP WERE REQUIRED TO FILE REPORTS UNDER THE SECURITIES
EXCHANGE ACT OF 1934, AND HAD FILED ALL REPORTS REQUIRED TO BE FILED, RELIANCE
ON RULE 144 TO TRANSFER THE PARTNERSHIP INTERESTS AND THE PGGM PRE FUND PUT
OPTION IS SUBJECT TO OTHER RESTRICTIONS AND LIMITATIONS, AS SET FORTH IN SUCH
RULE.
(IV)
SUCH PARTNER ACKNOWLEDGES THAT ALL DOCUMENTS PERTAINING TO THIS
AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREIN HAVE BEEN MADE AVAILABLE AND
AN OPPORTUNITY TO ASK QUESTIONS AND RECEIVE ANSWERS THERETO AND TO VERIFY AND
CLARIFY ANY INFORMATION CONTAINED IN THE DOCUMENTS HAS BEEN PROVIDED.
SUCH
PARTNER IS AWARE OF