Common use of Contribution Transaction Clause in Contracts

Contribution Transaction. (a) At the Closing (as defined in Section 2.2) and subject to the terms and conditions contained in this Agreement, if the transaction is consummated as an acquisition of all the outstanding Participating Entity Interests, Contributor shall contribute, transfer, assign, convey and deliver to the Operating Partnership, absolutely and unconditionally and free and clear of all Liens other than Permitted Liens, but without recourse, representation or warranty except as expressly set forth herein (including Exhibit F), all of its Participating Entity Interests, including, without limitation, all of Contributor’s rights, title and interests in the Participating Entities and all rights to indemnification, reimbursement, payment and distributions in favor of Contributor under the Participating Entity Agreements or any other agreements pursuant to which Contributor or its affiliates acquired such Participating Entity Interests. The contribution of the Participating Entity Interests shall be evidenced by the execution and delivery of a Contribution and Assumption Agreement in substantially the form of Exhibit B for each Participating Entity Interest contributed hereunder. (b) At the Closing and subject to the terms and conditions contained in this Agreement, if the transaction is consummated as an acquisition of the Property by the Operating Partnership directly from the Participating Entity, the Participating Entity shall contribute, transfer, assign, convey and deliver to the Operating Partnership, absolutely and unconditionally and free and clear of all Liens other than Permitted Liens, but without recourse, representation or warranty except as expressly set forth herein (including Exhibit F), the Property. The contribution of the Property shall be evidenced by the execution and delivery of a Contribution and Assumption Agreement for the Property contributed hereunder in a form reasonably satisfactory to the Operating Partnership, which shall contain a warranty of title that the Participating Entity owns the Property free and clear of all Liens. (c) The parties shall take such additional actions and execute such additional documentation as may be required by the Participating Entity Agreements and the agreement of limited partnership of the Operating Partnership (the “OP Partnership Agreement”) or as requested in the reasonable judgment of counsel to the Operating Partnership in order to effect the transactions contemplated hereby, including any actions or documentation necessary or advisable in connection with a Direct Contribution, Merger or Division (without, however, the expenditure of any additional money or the incurring of any additional liability by Contributor not contemplated herein (including Exhibit F) unless Contributor is advanced such money or held harmless from such additional liability by the Operating Partnership by agreement in form and substance reasonably acceptable to Contributor).

Contribution Transaction. (a) At the Closing (as defined in Section 2.2) and subject to the terms and conditions contained in this Agreement, if the transaction is consummated as an acquisition of all the outstanding Participating Entity Interests, Contributor shall contribute, transfer, assign, convey and deliver to the Operating Partnership, absolutely and unconditionally and free and clear of all Liens other than Permitted Liens, but without recourse, representation or warranty except as expressly set forth herein (including Exhibit FG), all of its Participating Entity Interests, including, without limitation, all of Contributor’s rights, title 's rights and interests in the Participating Entities and all rights to indemnification, reimbursement, payment and distributions in favor of Contributor under the Participating Entity Agreements or any other agreements pursuant to which Contributor or its affiliates acquired such Participating Entity Interests. The contribution of the Participating Entity Interests shall be evidenced by the execution and delivery of a Contribution and Assumption Agreement in substantially the form of Exhibit B for each Participating Entity Interest contributed hereunder. (b) At the Closing and subject to the terms and conditions contained in this Agreement, if the transaction is consummated as an acquisition of the Property by the Operating Partnership directly from the Participating Entity, the Participating Entity shall contribute, transfer, assign, convey and deliver to the Operating Partnership, absolutely and unconditionally and free and clear of all Liens other than Permitted Liens, but without recourse, representation or warranty except as expressly set forth herein (including Exhibit FG), the Property. The contribution of the Property shall be evidenced by the execution and delivery of a Contribution and Assumption Agreement for the Property contributed hereunder in a form reasonably satisfactory to the Operating Partnership, which shall contain a warranty of title that the Participating Entity owns the Property free and clear of all Liens. (c) The parties shall take such additional actions and execute such additional documentation as may be required by the Participating Entity Agreements and the agreement Agreement of limited partnership Limited Partnership of the Operating Partnership (the “"OP Partnership Agreement”") or as requested in the reasonable judgment of counsel to the Operating Partnership in order to effect the transactions contemplated hereby, including any actions or documentation necessary or advisable in connection with a Direct Contribution, Merger or Division (without, however, the expenditure of any additional money or the incurring of any additional liability by Contributor not contemplated herein (including Exhibit FG) unless Contributor is advanced such money or held harmless from such additional liability by the Operating Partnership by agreement in form and substance reasonably acceptable to Contributor).

Contribution Transaction. (a) At the Closing (as defined in Section 2.22.2 herein) and subject to the terms and conditions contained in this Agreement, if the transaction is consummated as an acquisition of all the outstanding Participating Entity Interests, Contributor shall contribute, transfer, assign, assign convey and deliver to the Operating Partnership, absolutely and unconditionally and free and clear of all Liens other than Permitted Liens, but without recourse, representation or warranty except as expressly set forth herein (including Exhibit FD hereto), all of its Participating Entity Partnership Interests, including, without limitation, including all of Contributor’s rights, title 's rights and interests in to the Participating Entities Partnerships and all rights to indemnification, reimbursement, payment and distributions indemnification in favor of Contributor under the Participating Entity Agreements or any other agreements pursuant to which Contributor or its affiliates Affiliates acquired such Participating Entity Intereststhe Partnership Interests transferred pursuant to this Agreement. The contribution of the Participating Entity Partnership Interests shall be evidenced by the execution and delivery of a Contribution and Assumption Agreement in substantially the form of Exhibit B attached hereto. Furthermore, Contributor shall execute and upon the Operating Partnership's request shall cause each of its individual constituent partners, members and/or beneficiaries (as applicable) to execute and have duly acknowledged an individual quitclaim deed for each Participating Entity Interest contributed hereunder. (b) At Property in the Closing and subject form of Exhibit C quitclaiming to the terms and conditions contained in this Agreement, if the transaction is consummated as an acquisition of the Property by the Operating Partnership directly from the Participating Entity, the Participating Entity shall contribute, transfer, assign, convey any direct or indirect ownership interest in and deliver to the Operating Partnership, absolutely and unconditionally and free and clear of all Liens other than Permitted Liens, but without recourse, representation or warranty except as expressly set forth herein (including Exhibit F), the PropertyProperties. The contribution of the Property shall be evidenced by the execution and delivery of a Contribution and Assumption Agreement for the Property contributed hereunder in a form reasonably satisfactory to the Operating Partnership, which shall contain a warranty of title that the Participating Entity owns the Property free and clear of all Liens. (c) The parties shall take such additional actions and execute such additional documentation as may be required by the Participating Entity Agreements each Partnership Agreement and the agreement Amended and Restated Agreement of limited partnership Limited Partnership of the Operating Partnership (the “"OP Partnership Agreement”") or as requested in the reasonable judgment of counsel to the Operating Partnership in order to effect the transactions contemplated hereby, including any actions or documentation necessary or advisable in connection with a Direct Contribution, Merger or Division hereby (without, however, the expenditure of any additional money or the incurring of any additional liability by Contributor not contemplated herein (including Exhibit FD hereto) unless Contributor is advanced such money or held harmless from such additional liability by the Operating Partnership by agreement in form and substance reasonably acceptable to Contributor).

Contribution Transaction. (a) At the Closing (as defined in Section 2.22.2 herein) and subject to the terms and conditions contained in this Agreement, if the transaction is consummated as an acquisition of all the outstanding Participating Entity Interests, Contributor shall contribute, transfer, assign, assign convey and deliver to the Operating Partnership, absolutely and unconditionally and free and clear of all Liens other than Permitted Liens, but without recourse, representation or warranty except as expressly set forth herein (including Exhibit FD hereto), all of its Participating Entity Partnership Interests, including, without limitation, including all of Contributor’s rights, title 's rights and interests in to the Participating Entities Partnerships (which are not the subject of the RFM Option Agreement) and all rights to indemnification, reimbursement, payment and distributions indemnification in favor of Contributor under the Participating Entity Agreements or any other agreements pursuant to which Contributor or its affiliates Affiliates acquired such Participating Entity Intereststhe Partnership Interests transferred pursuant to this Agreement. The contribution of the Participating Entity Partnership Interests shall be evidenced by the execution and delivery of a Contribution and Assumption Agreement in substantially the form of Exhibit B attached hereto. Furthermore, Contributor shall execute and upon the Operating Partnership's request shall cause each of its individual constituent partners, members and/or beneficiaries (as applicable) to execute and have duly acknowledged an individual quitclaim deed for each Participating Entity Interest contributed hereunder. (b) At Property in the Closing and subject form of Exhibit C quitclaiming to the terms and conditions contained in this Agreement, if the transaction is consummated as an acquisition of the Property by the Operating Partnership directly from the Participating Entity, the Participating Entity shall contribute, transfer, assign, convey any direct or indirect ownership interest in and deliver to the Operating Partnership, absolutely and unconditionally and free and clear of all Liens other than Permitted Liens, but without recourse, representation or warranty except as expressly set forth herein (including Exhibit F), the PropertyProperties. The contribution of the Property shall be evidenced by the execution and delivery of a Contribution and Assumption Agreement for the Property contributed hereunder in a form reasonably satisfactory to the Operating Partnership, which shall contain a warranty of title that the Participating Entity owns the Property free and clear of all Liens. (c) The parties shall take such additional actions and execute such additional documentation as may be required by the Participating Entity Agreements each Partnership Agreement and the agreement Amended and Restated Agreement of limited partnership Limited Partnership of the Operating Partnership (the “"OP Partnership Agreement”") or as requested in the reasonable judgment of counsel to the Operating Partnership in order to effect the transactions contemplated hereby, including any actions or documentation necessary or advisable in connection with a Direct Contribution, Merger or Division hereby (without, however, the expenditure of any additional money or the incurring of any additional liability by Contributor not contemplated herein (including Exhibit FD hereto) unless Contributor is advanced such money or held harmless from such additional liability by the Operating Partnership by agreement in form and substance reasonably acceptable to Contributor).

Contribution Transaction. (a) At the Closing (as defined in Section 2.2) and subject to the terms and conditions contained in this Agreement, if the transaction is consummated as an acquisition of all the outstanding Participating Entity Interests, Contributor shall contribute, transfer, assign, convey and deliver to the Operating Partnership, absolutely and unconditionally and free and clear of all Liens other than Permitted Liens, but without recourse, representation or warranty except as expressly set forth herein (including Exhibit F), all of its Participating Entity Interests, including, without limitation, all of Contributor’s rights, title and interests in the Participating Entities and all rights to indemnification, reimbursement, payment and distributions in favor of Contributor under the Participating Entity Agreements or any other agreements pursuant to which Contributor or its affiliates acquired such Participating Entity Interests. The contribution of the Participating Entity Interests shall be evidenced by the execution and delivery of a Contribution and Assumption Agreement in substantially the form of Exhibit B for each Participating Entity Interest contributed hereunder. (b) At the Closing and subject to the terms and conditions contained in this Agreement, if the transaction is consummated as an acquisition of the Property by the Operating Partnership directly from the Participating Entity, the Participating Entity shall contribute, transfer, Contributor hereby agrees to assign, convey set over, and deliver transfer to the Operating Partnership, absolutely and unconditionally and free and clear of all Liens other than Permitted Liens, but without recourseall of its right, representation or warranty except as expressly title and interest in and to the Contributed Interests, in exchange for the consideration set forth herein (including Exhibit F)in Section 1.02, and the PropertyOperating Partnership hereby agrees to accept such assignment by the Contributor, to be bound by the terms of the Organizational Agreements governing the Contributor’s Contributed Interests and to undertake, assume and agree to punctually and faithfully perform, pay or discharge when due and otherwise in accordance with their respective terms all agreements, covenants, conditions, obligations and liabilities of the Contributor in the Contributed Entities with respect to the Contributor’s Contributed Interests on or after the Closing Date. The Operating Partnership acknowledges that the Contributed Entities are borrowers under certain Debt that is secured by the Related Properties, as described in the PPM, and that the Contributed Entities are being contributed subject to such Debt. In addition to the contribution of the Property shall be evidenced by Contributed Interests set forth above, at the execution Closing and delivery of a Contribution and Assumption Agreement for the Property contributed hereunder in a form reasonably satisfactory subject to the Operating Partnershipterms and conditions contained in this Agreement, which shall contain a warranty of title that the Participating Entity owns the Property free Contributor hereby agrees to assign, transfer and clear of all Liens. (c) The parties shall take such additional actions and execute such additional documentation as may be required by the Participating Entity Agreements and the agreement of limited partnership of the Operating Partnership (the “OP Partnership Agreement”) or as requested in the reasonable judgment of counsel convey to the Operating Partnership in order all of its right, title and interest in, to effect and under that certain Indemnification Agreement dated November 13, 2009, by and between the transactions contemplated herebyContributor and the members of the investment committee of the Contributor (the “Indemnification Agreement”), including any actions or documentation necessary or advisable in connection with a Direct Contribution, Merger or Division (without, however, the expenditure of any additional money or the incurring of any additional liability by Contributor not contemplated herein (including Exhibit F) unless Contributor is advanced such money or held harmless from such additional liability by and the Operating Partnership by agreement in form hereby agrees to accept such assignment and substance reasonably acceptable to assume and agree to promptly pay and perform all of the liabilities, obligations, duties and responsibilities of the Contributor under and pursuant to the Indemnification Agreement. In consideration of the assignment and assumption of the Indemnification Agreement, the Contributor hereby agrees to cause the Operating Partnership to be named as an additional insured under the liability insurance policy taken out for the benefit of the members of the Contributor)’s investment committee.

Contribution Transaction. (a) At the Closing (as defined in Section 2.2) and subject to the terms and conditions contained in this Agreement, if the transaction is consummated as an acquisition of all the outstanding Participating Entity Interests, Contributor shall contribute, transfer, assign, convey and deliver to the Operating PartnershipCompany, or a Subsidiary Designee, absolutely and unconditionally and free and clear of all Liens other than Permitted Liens, but without recourse, representation or warranty except as expressly set forth herein (including Exhibit FE), all of its Participating Entity Interests, including, without limitation, all of Contributor’s rights, title and interests in the Participating Entities and all rights to indemnification, reimbursement, payment and distributions in favor of Contributor under the Participating Entity Agreements or any other agreements pursuant to which Contributor or its affiliates acquired such Participating Entity Interests. The contribution of the Participating Entity Interests shall be evidenced by the execution and delivery of a Contribution and Assumption Agreement in substantially the form of Exhibit B for each Participating Entity Interest contributed hereunder. (b) At the Closing and subject to the terms and conditions contained in this Agreement, if the transaction is consummated as an acquisition of the Property by the Operating Partnership Company or a Subsidiary Designee, directly from the Participating Entity, the Participating Entity shall contribute, transfer, assign, convey and deliver to the Operating PartnershipCompany, or a Subsidiary Designee, absolutely and unconditionally and free and clear of all Liens other than Permitted Liens, but without recourse, representation or warranty except as expressly set forth herein (including Exhibit FE), the Property. The contribution of the Property shall be evidenced by the execution and delivery of a Contribution and Assumption Agreement for the Property contributed hereunder in a form reasonably satisfactory to the Operating PartnershipCompany, which shall contain a warranty of title that the Participating Entity owns the Property free and clear of all Liens. (c) The parties shall take such additional actions and execute such additional documentation as may be required by the Participating Entity Agreements Agreements, the charter and bylaws of the Company, any charter, bylaws, formation document, limited liability company agreement or partnership agreement of limited partnership of the Operating Partnership (the “OP Partnership Agreement”) a Subsidiary Designee, or as requested in the reasonable judgment of counsel to the Operating Partnership Company in order to effect the transactions contemplated herebyhereby (the “Contribution Transactions”), including any actions or documentation necessary or advisable in connection with a Direct Contribution, Merger or Division (without, however, the expenditure of any additional money or the incurring of any additional liability by Contributor not contemplated herein (including Exhibit FE) unless Contributor is advanced such money or held harmless from such additional liability by the Operating Partnership Company by agreement in form and substance reasonably acceptable to Contributor).

Contribution Transaction. (a) At the Closing (as defined in Section 2.2) and subject to the terms and conditions contained in this Agreement, if the transaction is consummated as an acquisition of all the outstanding Participating Entity Interests, Contributor shall contribute, transfer, assign, convey and deliver to the Operating Partnership, absolutely and unconditionally and free and clear of all Liens other than Permitted Liens, but without recourse, representation or warranty except as expressly set forth herein (including Exhibit F), all of its Participating Entity Interests, including, without limitation, all of Contributor’s rights, title and interests in the Participating Entities and all rights to indemnification, reimbursement, payment and distributions in favor of Contributor under the Participating Entity Agreements or any other agreements pursuant to which Contributor or its affiliates acquired such Participating Entity Interests. The contribution of the Participating Entity Interests shall be evidenced by the execution and delivery of a Contribution and Assumption Agreement in substantially the form of Exhibit B for each Participating Entity Interest contributed hereunder. (ba) At the Closing and subject to the terms and conditions contained in this Agreement, if the transaction is consummated as an acquisition of the Property by the Operating Partnership directly from the Participating Entity, the Participating Entity shall contribute, transfer, assign, convey and deliver to the Operating Partnership, absolutely and unconditionally and free and clear of all Liens other than Permitted Liens, but without recourse, representation or warranty except as expressly set forth herein (including Exhibit F), the Property. The contribution of the Property shall be evidenced by the execution and delivery of a Contribution and Assumption Agreement for the Property contributed hereunder in a form reasonably satisfactory to the Operating Partnership, which shall contain a warranty of title that the Participating Entity owns the Property free and clear of all Liens. (cb) The parties shall take such additional actions and execute such additional documentation as may be required by the Participating Entity Agreements and the agreement of limited partnership of the Operating Partnership (the “OP Partnership Agreement”) or as requested in the reasonable judgment of counsel to the Operating Partnership in order to effect the transactions contemplated hereby, including any actions or documentation necessary or advisable in connection with a Direct Contribution, Merger or Division (without, however, the expenditure of any additional money or the incurring of any additional liability by Contributor not contemplated herein (including Exhibit F) unless Contributor is advanced such money or held harmless from such additional liability by the Operating Partnership by agreement in form and substance reasonably acceptable to Contributor).

Contribution Transaction. (a) At the Closing (as defined in Section 2.2) and subject to the terms and conditions contained in this Agreement, if the transaction is consummated as an acquisition of all the outstanding Participating Entity Interests, Contributor shall contribute, transfer, assign, convey and deliver to the Operating Partnership, absolutely and unconditionally and free and clear of all Liens other than Permitted Liens, but without recourse, representation or warranty except as expressly set forth herein (including Exhibit FG), all of its Participating Entity Interests, including, without limitation, all of Contributor’s rights, title 's rights and interests in the Participating Entities and all rights to indemnification, reimbursement, payment and distributions in favor of Contributor under the Participating Entity Agreements or any other agreements pursuant to which Contributor or its affiliates acquired such Participating Entity Interests. The contribution of the Participating Entity Interests shall be evidenced by the execution and delivery of a Contribution and Assumption Agreement in substantially the form of Exhibit B for each Participating Entity Interest contributed hereunder. In addition, Contributor shall execute, and upon the Operating Partnership's request shall cause each of its individual constituent partners, members and/or beneficiaries (as applicable) to execute, and have duly acknowledged an individual quitclaim deed for each Property in substantially the form of Exhibit C quitclaiming to the Operating Partnership any direct or indirect ownership interest in and to the Properties. (b) At the Closing and subject to the terms and conditions contained in this Agreement, if the transaction is consummated as an acquisition of the Property by the Operating Partnership directly from the Participating Entity, the Participating Entity shall contribute, transfer, assign, convey and deliver to the Operating Partnership, absolutely and unconditionally and free and clear of all Liens other than Permitted Liens, but without recourse, representation or warranty except as expressly set forth herein (including Exhibit FG), the Property. The contribution of the Property shall be evidenced by the execution and delivery of a Contribution and Assumption Agreement for the Property contributed hereunder in a form reasonably satisfactory to the Operating Partnership, which shall contain a warranty of title that the Participating Entity owns the Property free and clear of all Liens. (c) The parties shall take such additional actions and execute such additional documentation as may be required by the Participating Entity Agreements and the agreement Agreement of limited partnership Limited Partnership of the Operating Partnership (the “"OP Partnership Agreement”") or as requested in the reasonable judgment of counsel to the Operating Partnership in order to effect the transactions contemplated hereby, including any actions or documentation necessary or advisable in connection with a Direct Contribution, Merger or Division (without, however, the expenditure of any additional money or the incurring of any additional liability by Contributor not contemplated herein (including Exhibit FG) unless Contributor is advanced such money or held harmless from such additional liability by the Operating Partnership by agreement in form and substance reasonably acceptable to Contributor).

Contribution Transaction. (a) At Owners agree to contribute or cause to be contributed to the Closing (as defined Operating Partnership the Contribution Assets, and the Operating Partnership agrees to deliver to the Owners the Contribution Consideration, all in Section 2.2) accordance with and subject to the other terms and conditions contained set forth in this Agreement, if the transaction is consummated as an acquisition of all the outstanding Participating Entity Interests, Contributor shall contribute, transfer, assign, convey and deliver to the Operating Partnership, absolutely and unconditionally and free and clear of all Liens other than Permitted Liens, but without recourse, representation or warranty except as expressly set forth herein (including Exhibit F), all of its Participating Entity Interests, including, without limitation, all of Contributor’s rights, title and interests in the Participating Entities and all rights to indemnification, reimbursement, payment and distributions in favor of Contributor under the Participating Entity Agreements or any other agreements pursuant to which Contributor or its affiliates acquired such Participating Entity Interests. The contribution of the Participating Entity Interests shall be evidenced Contribution Assets in exchange for the Contribution Consideration is intended by the execution and delivery Parties to constitute a tax-free partnership contribution pursuant to Section 721 of a Contribution and Assumption Agreement in substantially the form of Exhibit B for each Participating Entity Interest contributed hereunderCode. (b) At The number of Units comprising the Contribution Consideration will be issued (at the request of Owners in order to avoid the necessity of registering such Units in the name of the Beneficial Owners on the transfer of such Units from Owners to Beneficial Owners) directly to the Beneficial Owners (or any Protected Transferee designated by a Beneficial Owner on or before the Closing Date) in the respective percentages listed and subject to amounts set forth on Exhibit A-1. Owners will be responsible for the terms allocations of the Contribution Consideration among the Owners and conditions contained Beneficial Owners as set forth in this AgreementSection 2.2 and Operating Partnership shall have no liability or responsibility for such allocations made on Exhibit D, if the transaction is consummated as an acquisition of the Property by except to execute the Operating Partnership directly from Amendment evidencing the Participating Entity, issuance of Units consistent with the Participating Entity shall contribute, transfer, assign, convey and deliver to the Operating Partnership, absolutely and unconditionally and free and clear term of all Liens other than Permitted Liens, but without recourse, representation or warranty except as expressly set forth herein (including Exhibit F), the Property. The contribution of the Property shall be evidenced by the execution and delivery of a Contribution and Assumption Agreement for the Property contributed hereunder in a form reasonably satisfactory to the Operating Partnership, which shall contain a warranty of title that the Participating Entity owns the Property free and clear of all Liensthis Agreement. (c) The parties shall take such additional actions If (i) Company changes (or establishes a record date for changing after the Closing Date) the number of shares of Company Common Stock issued and execute such additional documentation as may be required outstanding prior to the Closing Date by way of a stock split, stock dividend, recapitalization or similar transaction, or (ii) the Participating Entity Agreements and Operating Partnership changes (or establishes a record date for changing after the agreement Closing Date) the number of limited partnership Units of the Operating Partnership (the “OP Partnership Agreement”) or as requested in the reasonable judgment of counsel issued and outstanding prior to the Operating Partnership in order to effect the transactions contemplated herebyClosing Date by way of Unit split, including any actions Unit dividend, recapitalization or documentation necessary or advisable in connection with a Direct Contribution, Merger or Division (without, howeversimilar transaction, the expenditure number of units comprising the Units and the per share prices referenced in Section 5.2(c) shall be proportionately adjusted, as applicable, to reflect such transaction. (d) Each Beneficial Owner and any additional money Transferee (and any Protected Transferee designated by a Beneficial Owner on or after the incurring Closing Date) must be an “accredited investor” within the meaning of any additional liability by Contributor not contemplated herein (including Exhibit F) unless Contributor Rule 501 of the Securities Act and must execute and deliver a Prospective Subscriber Questionnaire as provided in Section 6.10, a Power of Attorney and Limited Partner Signature Page, a Beneficial Owners Agreement and a Pledge Agreement. No Person that is advanced such money or held harmless from such additional liability by a Related Party may receive more than the Operating Partnership by agreement Maximum Number of Common Units. No fractional Units shall be issued, and cash shall be issued in form and substance reasonably acceptable to Contributor)lieu of fractional Units.

Contribution Transaction. (a) At Owners agree to contribute or cause to be contributed to the Closing (as defined Operating Partnership the Contribution Assets, and the Operating Partnership agrees to deliver to the Owners the Contribution Consideration, all in Section 2.2) accordance with and subject to the other terms and conditions contained set forth in this Agreement, if the transaction is consummated as an acquisition of all the outstanding Participating Entity Interests, Contributor shall contribute, transfer, assign, convey and deliver to the Operating Partnership, absolutely and unconditionally and free and clear of all Liens other than Permitted Liens, but without recourse, representation or warranty except as expressly set forth herein (including Exhibit F), all of its Participating Entity Interests, including, without limitation, all of Contributor’s rights, title and interests in the Participating Entities and all rights to indemnification, reimbursement, payment and distributions in favor of Contributor under the Participating Entity Agreements or any other agreements pursuant to which Contributor or its affiliates acquired such Participating Entity Interests. The contribution of the Participating Entity Interests shall be evidenced Contribution Assets in exchange for the Contribution Consideration is intended by the execution and delivery Parties to constitute a tax-free partnership contribution pursuant to Section 721 of a Contribution and Assumption Agreement in substantially the form of Exhibit B for each Participating Entity Interest contributed hereunderCode. (b) At The number of Units comprising the Contribution Consideration will be issued (at the request of Owners in order to avoid the necessity of registering such Units in the name of the Beneficial Owners on the transfer of such Units from Owners to Beneficial Owners) directly to the Beneficial Owners (or any Protected Transferee designated by a Beneficial Owner on or before the Closing Date) in the respective percentages listed and subject to amounts set forth on Exhibit A-1. Owners will be responsible for the terms allocations of the Contribution Consideration among the Owners and conditions contained Beneficial Owners as set forth in this AgreementSection 2.2 and Operating Partnership shall have no liability or responsibility for such allocations made on Exhibit D, if the transaction is consummated as an acquisition of the Property by except to execute the Operating Partnership directly from Amendment evidencing the Participating Entity, issuance of Units consistent with the Participating Entity shall contribute, transfer, assign, convey and deliver to the Operating Partnership, absolutely and unconditionally and free and clear term of all Liens other than Permitted Liens, but without recourse, representation or warranty except as expressly set forth herein (including Exhibit F), the Property. The contribution of the Property shall be evidenced by the execution and delivery of a Contribution and Assumption Agreement for the Property contributed hereunder in a form reasonably satisfactory to the Operating Partnership, which shall contain a warranty of title that the Participating Entity owns the Property free and clear of all Liensthis Agreement. (c) The parties shall take such additional actions If (i) Company changes (or establishes a record date for changing after the Closing Date) the number of shares of Company Common Stock issued and execute such additional documentation as may be required outstanding prior to the Closing Date by way of a stock split, stock dividend, recapitalization or similar transaction, or (ii) the Participating Entity Agreements and Operating Partnership changes (or establishes a record date for changing after the agreement Closing Date) the number of limited partnership Units of the Operating Partnership (the “OP Partnership Agreement”) or as requested in the reasonable judgment of counsel issued and outstanding prior to the Operating Partnership in order to effect the transactions contemplated herebyClosing Date by way of Unit split, including any actions Unit dividend, recapitalization or documentation necessary or advisable in connection with a Direct Contribution, Merger or Division (without, howeversimilar transaction, the expenditure number of units comprising the Units and the per share prices referenced in Section 5.2(c) shall be proportionately adjusted, as applicable, to reflect such transaction. (d) Each Beneficial Owner and any additional money Transferee (and any Protected Transferee designated by a Beneficial Owner on or after the incurring Closing Date) must be an "accredited investor" within the meaning of any additional liability by Contributor not contemplated herein (including Exhibit F) unless Contributor Rule 501 of the Securities Act and must execute and deliver a Prospective Subscriber Questionnaire as provided in Section 6.10, a Power of Attorney and Limited Partner Signature Page, a Beneficial Owners Agreement and a Pledge Agreement. No Person that is advanced such money or held harmless from such additional liability by a Related Party may receive more than the Operating Partnership by agreement Maximum Number of Common Units. No fractional Units shall be issued, and cash shall be issued in form and substance reasonably acceptable to Contributor)lieu of fractional Units.