Common use of Consideration for Contribution Clause in Contracts

Consideration for Contribution. (a) The aggregate consideration for the contribution of the Properties is Eighty-Three Million Five Hundred Sixty-Five Thousand and No/100 Dollars ($83,565,000.00) (the “Contribution Consideration”), subject to prorations, credits and adjustments as set forth herein. (b) Company will pay the following Contribution Consideration: (i) At Closing, Company shall take title to the Properties subject to (1) those certain loans encumbering the Real Property Assets as identified on Schedule 2.2 (each an “Existing Loan” and collectively the “Existing Loans”) from the lenders identified on Schedule 2.2 (each an “Existing Lender” and collectively the “Existing Lenders”), in the original principal amounts shown on Schedule 2.2, and (2) that certain credit facility identified on Schedule 2.2 (the “Credit Facility”) with the Existing Lender identified thereon; provided, however, that Company’s liability with respect to the Credit Facility obligation shall be limited to an amount equal to 5.0% of the stated amount of the Credit Facility. The Company shall assume Contributor’s obligations under the Existing Loans and its portion of the Credit Facility by executing the documents required by each Existing Lender. Company agrees to indemnify and hold Contributor harmless from and against any costs, charges, fees and penalties assessed or charged by the Existing Lenders (i) in connection with the transfer of the Properties from Contributor to Company and the related default under the terms of the loan documents for each Existing Loan, or (ii) if Company fails to timely pay any of the Existing Loans in full as and when required. (ii) At Closing, Company shall issue certain Class A limited partnership interests in Company (each, individually, an “OP Unit” and collectively the “OP Units”) designated as Class A Units in the Agreement of Limited Partnership of Company, dated effective as of September 23, 2016, as amended, and as the same may further be amended in accordance with the terms thereof (the “Partnership Agreement”)