APPLICABLE TO THE PARTNERSHIP;
(VI)
THERE IS NO LAWSUIT OR PROCEEDING THREATENED
AGAINST THE PARTNERSHIP OR THE INTERMEDIATE ENTITIES WHICH WOULD HAVE A MATERIAL
ADVERSE EFFECT UPON THE PARTNERSHIP OR THE INTERMEDIATE ENTITIES;
(VII)
THERE IS NO INVESTIGATION PENDING AND THERE IS
NO PROCEEDING IN BANKRUPTCY OR IN THE NATURE OF BANKRUPTCY, OR, TO THE KNOWLEDGE
OF ANY OF THE TRANSFERORS, THREATENED AGAINST THE PARTNERSHIP OR THE
INTERMEDIATE ENTITIES, AND NO CONSENT, APPROVAL OR AUTHORIZATION OF, OR
DECLARATION, FILING OR REGISTRATION WITH, ANY GOVERNMENTAL OR REGULATORY
AUTHORITY IS REQUIRED TO BE OBTAINED OR MADE BY OR ON BEHALF OF THE PARTNERSHIP
IN CONNECTION WITH THE EXECUTION, DELIVERY AND PERFORMANCE OF THIS AGREEMENT OR
ANY INSTRUMENT CONTEMPLATED HEREBY OR THE CONSUMMATION OF ANY OF THE
TRANSACTIONS CONTEMPLATED HEREBY;
(VIII)
A TRUE AND CORRECT COPY OF THE PARTNERSHIP
AGREEMENT FOR THE PARTNERSHIP AND THE RESPECTIVE PARTNERSHIP AGREEMENTS,
ARTICLES OF INCORPORATION, BYLAWS AND OPERATING AGREEMENTS FOR EACH OF THE
INTERMEDIATE ENTITIES HAS BEEN DELIVERED TO ACQUIRER.
(IX)
CONSUMMATION OF THE INTERIM TRANSACTIONS,
AND THE CONTRIBUTION OR SALE, AS APPLICABLE, OF TITLE TO THE BUILDING BY EACH OF
THE TRANSFERORS, WILL NOT CREATE OR GIVE RISE TO ANY LIEN, CLAIM, CHARGE,
ENCUMBRANCE OR OTHER OBJECTION TO TITLE TO THE BUILDING OR ANY INTEREST THEREIN
WHICH WILL REMAIN AS A TITLE EXCEPTION FOLLOWING THE CLOSING AND ALL INTERESTS
ISSUED IN CONNECTION THEREWITH SHALL BE VALIDLY ISSUED IN ACCORDANCE WITH
APPLICABLE ORGANIZATIONAL DOCUMENTS, FULL PAID FOR AND NON-ASSESSABLE; AND
(X)
UPON CONSUMMATION OF THE CLOSING, ACQUIRER
WILL OWN 100% OF THE MEMBERSHIP INTERESTS REPRESENTING 100% OF THE LEGAL AND
BENEFICIAL OWNERSHIP INTERESTS IN THE COMPANY, WHICH MEMBERSHIP INTERESTS BEING
ASSIGNED TO ACQUIRER AT THE CLOSING SHALL BE FULLY PAID FOR AND NON-ASSESSABLE;
EACH TRANSFEROR REPRESENTS AND WARRANTS FOR ITSELF ONLY THAT IT HAS NOT PLEDGED,
HYPOTHECATED OR OTHERWISE TRANSFERRED ITS MEMBERSHIP INTEREST.
(D)
IN ORDER TO INDUCE ACQUIRER TO ISSUE THE OP
UNITS REQUIRED TO BE ISSUED HEREUNDER, CONTRIBUTORS HEREBY ACKNOWLEDGE AND
CONFIRM THEIR UNDERSTANDING THAT THE ISSUANCE BY ACQUIRER OF THE OP UNITS IS
INTENDED TO BE EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, AND THE RULES AND REGULATIONS THEREUNDER (THE "1933 ACT").
IN
FURTHERANCE THEREOF, CONTRIBUTORS REPRESENT AND WARRANT TO ACQUIRER AS FOLLOWS:
25
(I)
CONTRIBUTORS ARE ACQUIRING THE OP UNITS
SOLELY FOR THEIR OWN RESPECTIVE ACCOUNTS FOR THE PURPOSE OF INVESTMENT AND NOT
AS A NOMINEE OR AGENT FOR ANY OTHER PERSON AND NOT WITH A VIEW TO, OR FOR OFFER
OR SALE IN CONNECTION WITH, ANY DISTRIBUTION OF ANY THEREOF.
CONTRIBUTORS
ACKNOWLEDGE AND AGREE THAT THE RECIPIENT OF THE OP UNITS IS NOT PERMITTED TO
OFFER, TRANSFER, SELL, ASSIGN, PLEDGE, ENCUMBER, HYPOTHECATE, OR OTHERWISE
DISPOSE OF ANY OF THE OP UNITS EXCEPT AS PERMITTED IN (Y) THIS AGREEMENT OR (Z)
THE PARTNERSHIP AGREEMENT.
(II)
CONTRIBUTORS ARE KNOWLEDGEABLE,
SOPHISTICATED AND EXPERIENCED IN BUSINESS AND FINANCIAL MATTERS, AND FULLY
UNDERSTAND THE LIMITATIONS ON TRANSFER DESCRIBED IN THIS AGREEMENT AND THE
PARTNERSHIP AGREEMENT.
CONTRIBUTORS ARE ABLE TO BEAR THE ECONOMIC