Common use of REPRESENTATIONS AND WARRANTIES OF CONTRIBUTOR Clause in Contracts

REPRESENTATIONS AND WARRANTIES OF CONTRIBUTOR. Each Contributor represents and warrants to Buyer as of the date hereof and as of Closing, that, with respect to the Property or Other Items owned by that Contributor and/or the relevant Existing Loan: A. There is no litigation, proceeding or investigation pending, or to the knowledge of the Contributor threatened, against or affecting the Contributor that might affect or relate to the validity of this Agreement, any action taken or to be taken pursuant hereto, or the Property or the Other Items or any part or the operation thereof, whether or not fully covered by insurance, except "slip and fall" and similar litigation covered by insurance, which shall remain Contributor's responsibility after Closing. B. To the best of Contributor's knowledge, the Contributor has provided to Buyer copies of any notices received by Contributor regarding any violation of any law, ordinance, rule, regulation, code violation of, any law, ordinance, rule, regulation or code or condition in any approval or permit pursuant thereto (including without limitation, any zoning, sign, environmental, labor, safety, health or price or wage control, ordinance, rule, regulation or order of) applicable to the ownership, development, operation or maintenance of the Property or the Other Items. C. To the best of the Contributor's knowledge, there are no written leases affecting the Property with a term greater than one (1) year. D. Contributor has not received written notice of any pending condemnation of the Property, or any part thereof, or of any plans for improvements which might result in a special assessment against the Property. E. Subject to the approvals required from the parties identified in Section 15D, this Agreement has been duly authorized, executed and delivered by Contributor and constitutes a legal and binding obligation of the Contributor, enforceable against Contributor in accordance with its terms, except as may be limited by bankruptcy and other laws affecting creditors' rights generally. F. Subject to receipt of Lender Approval, neither the entry into this Agreement, nor the carrying out of the transactions contemplated herein has resulted or will result in any violation of, or be in conflict with, or result in the creation of, any mortgage, lien, encumbrance or charge (other than those contemplated hereby) upon any of the properties or assets of the Contributor pursuant to, or constitute a default under, any certificate of incorporation, by-law, partnership agreement, or mortgage, indenture, contract, agreement, instrument, franchise, permit, judgment, decree, order, statute, rule or regulation applicable to the Contributor or the Property. G. Subject to the approvals required from the parties identified in Section 15D, to the best of the Contributor's knowledge, except for the Lender Approval and compliance with federal and state securities laws, no consent or approval by, or authorization of, or filing, registration or qualification with, any federal, state or local governmental authority, bureau, department or agency, or any corporation, person or other entity is required as of the Closing either for the execution, delivery or performance of this Agreement by the Contributor, or in connection with the consummation by the Contributor of the transactions contemplated by this Agreement. H. There exists and shall exist as of the Closing no monetary default under the Existing Loan and all payments due and payable under the Existing Loan on or before the Closing Date shall have been made. I. Except for the Service Contracts listed on Schedule 5 attached hereto, there are no service or maintenance contracts entered into by or on behalf of Contributors pertaining to the Properties which may not be terminated upon not more than thirty (30) days' notice without payment of any penalty or termination fee. The Contributors acknowledge that each of the representations made by them in this paragraph 17 and elsewhere in this Agreement is material to Buyer hereunder and, as such, it is a condition to Buyer's obligation to close hereunder, that such representations shall be true in all material respects as of the Closing Date. A. Buyer expressly acknowledges that, except as expressly set forth in this Agreement, neither Contributors, nor any person acting on behalf of Contributors, nor any person or entity which prepared or provided any of the materials heretofore or to be reviewed by Buyer in conducting its due diligence, nor any other Contributor Related Party has made any oral or written representations or warranties, whether expressed or implied, by operation of law or otherwise, with respect to the Properties, the zoning and other laws, regulations and rules applicable thereto or the compliance by the Properties therewith, the revenues and expenses generated by or associated with the Properties, the leases, or otherwise relating to the Properties or the transactions contemplated herein. Buyer further acknowledges that, all materials which have been, or are heretofore, provided by any of the Contributor Related Parties are provided without any warranty or representation, expressed or implied as to their content, suitability for any purpose, accuracy, truthfulness or completeness and Buyer shall not have any recourse against Contributor or any of the other Contributor Related Parties in the event of any errors therein or omissions therefrom. Buyer is acquiring the Properties based solely on its own independent investigation and inspection of the Properties and not in reliance on any information provided by Contributors, or any of the other Contributor Related Parties, except for the representations expressly set forth herein. B. Buyer acknowledges and agrees that it is purchasing each Property "AS IS" and "WITH ALL FAULTS", based upon the condition of the Properties as of the date of this Agreement, reasonable wear and tear and, subject to the provisions of this Agreement, loss by condemnation or fire or other casualty excepted. Buyer acknowledges and agrees that, except as expressly set forth herein, its obligations under this Agreement shall not be subject to any financing contingency or other contingencies or satisfaction of conditions. C. Any and all uses of the phrase "to the best of the Contributor's knowledge" or other references to a Contributor's or the Contributor's knowledge in this Agreement shall mean the actual, present, conscious knowledge of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇ (the "Contributor Knowledge Individuals") as to a fact at the time given without investigation or inquiry. D. None of the representations or warranties of Contributors contained in this Agreement shall survive the Closing and each of such representations and warranties shall be merged into the Deeds delivered at Closing. E. The representations and warranties of Contributors set forth in this Agreement are subject to the following limitations: (i) Contributors do not represent or warrant that any particular Lease will be in force or effect as of the Closing or that the tenants will not be in default thereunder; and (ii) to the extent that Contributors have delivered or made available to Buyer, prior to the date of this Agreement, any information with respect to the Properties or otherwise and such information contains provisions inconsistent with any of such representations and warranties, then such representations and warranties shall be deemed modified to conform to such provisions. F. Notwithstanding anything to the contrary contained herein, each of the covenants, representations, warranties, and other obligations of the Contributors hereunder, are being made by each Contributor severally (but not jointly) and are being made by such Contributor solely to the extent of, and with respect to, the Property owned by such Contributor.

REPRESENTATIONS AND WARRANTIES OF CONTRIBUTOR. Each Contributor hereby represents and warrants to Buyer the Company and the Operating Partnership as set forth below in this Section 3.3, which representations and warranties are true and correct as of the date hereof and as of Closing, that, with respect to the Property (or Other Items owned by that Contributor and/or the relevant Existing Loan: A. There is no litigation, proceeding or investigation pending, or to the knowledge of the Contributor threatened, against or affecting the Contributor that might affect or relate to the validity of this Agreement, any action taken or to be taken pursuant hereto, or the Property or the Other Items or any part or the operation thereof, whether or not fully covered by insurance, except "slip and fall" and similar litigation covered by insurance, which shall remain Contributor's responsibility after Closing. B. To the best of Contributor's knowledge, the Contributor has provided to Buyer copies of any notices received by Contributor regarding any violation of any law, ordinance, rule, regulation, code violation of, any law, ordinance, rule, regulation or code or condition in any approval or permit pursuant thereto (including without limitation, any zoning, sign, environmental, labor, safety, health or price or wage control, ordinance, rule, regulation or order of) applicable to the ownership, development, operation or maintenance of the Property or the Other Items. C. To the best of the Contributor's knowledge, there are no written leases affecting the Property with a term greater than one (1) year. D. Contributor has not received written notice of any pending condemnation of the Property, or any part thereof, or of any plans for improvements which might result in a special assessment against the Property. E. Subject to the approvals required from the parties identified in Section 15D, this Agreement has been duly authorized, executed and delivered by Contributor and constitutes a legal and binding obligation of the Contributor, enforceable against Contributor in accordance with its termssuch other date specifically set forth below), except as disclosed in the Consent Solicitation, the Prospectus or the disclosure letter delivered from Contributor to the Company and the Operating Partnership simultaneously with the execution of this Agreement (the “Disclosure Letter”), as may be limited by bankruptcy amended from time to time prior to the Closing Date with Consent of the Company and other laws affecting creditors' rights generallythe Operating Partnership: (a) Organization; Authority. F. Subject (i) Contributor is a limited liability company, duly organized and validly existing and in good standing under the Laws of its jurisdiction of organization and has all requisite power and authority to receipt of Lender Approval, neither the entry enter into this Agreement, nor the carrying Agreement and each agreement or other document contemplated by this Agreement and to carry out of the transactions contemplated herein has resulted or will result in any violation ofhereby and thereby, or be in conflict withand to own, or result in the creation oflease and/or operate its Property, any mortgageas applicable, lienand its other assets, encumbrance or charge (other than those contemplated hereby) upon any of the properties or assets of the Contributor pursuant to, or constitute a default under, any certificate of incorporation, by-law, partnership agreement, or mortgage, indenture, contract, agreement, instrument, franchise, permit, judgment, decree, order, statute, rule or regulation applicable and to the Contributor or the Property. G. Subject to the approvals required from the parties identified in Section 15Dcarry on its business as presently conducted. Contributor, to the best extent required under applicable Laws, is qualified to do business and is in good standing in each jurisdiction in which the nature of its business or the character of its Property make such qualification necessary, other than such failures to be so qualified as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (ii) Section 3.3(a) of the Contributor's knowledge, except for the Lender Approval and compliance with federal and state securities laws, no consent or approval by, or authorization of, or filing, registration or qualification with, any federal, state or local governmental authority, bureau, department or agency, or any corporation, person or other entity is required as of the Closing either for the execution, delivery or performance of this Agreement by the Contributor, or in connection with the consummation by the Contributor of the transactions contemplated by this Agreement. H. There exists and shall exist as of the Closing no monetary default under the Existing Loan and all payments due and payable under the Existing Loan on or before the Closing Date shall have been made. I. Except for the Service Contracts listed on Schedule 5 attached hereto, there are no service or maintenance contracts entered into by or on behalf of Contributors pertaining to the Properties which may not be terminated upon not more than thirty (30) days' notice without payment of any penalty or termination fee. The Contributors acknowledge that each of the representations made by them in this paragraph 17 and elsewhere in this Agreement is material to Buyer hereunder and, as such, it is a condition to Buyer's obligation to close hereunder, that such representations shall be true in all material respects as of the Closing Date. A. Buyer expressly acknowledges that, except as expressly set Disclosure Letter sets forth in this Agreement, neither Contributors, nor any person acting on behalf of Contributors, nor any person or entity which prepared or provided any of the materials heretofore or to be reviewed by Buyer in conducting its due diligence, nor any other Contributor Related Party has made any oral or written representations or warranties, whether expressed or implied, by operation of law or otherwise, with respect to the Properties, the zoning and other laws, regulations and rules applicable thereto or the compliance by the Properties therewith, the revenues and expenses generated by or associated with the Properties, the leases, or otherwise relating to the Properties or the transactions contemplated herein. Buyer further acknowledges that, all materials which have been, or are heretofore, provided by any of the Contributor Related Parties are provided without any warranty or representation, expressed or implied as to their content, suitability for any purpose, accuracy, truthfulness or completeness and Buyer shall not have any recourse against Contributor or any of the other Contributor Related Parties in the event of any errors therein or omissions therefrom. Buyer is acquiring the Properties based solely on its own independent investigation and inspection of the Properties and not in reliance on any information provided by Contributors, or any of the other Contributor Related Parties, except for the representations expressly set forth herein. B. Buyer acknowledges and agrees that it is purchasing each Property "AS IS" and "WITH ALL FAULTS", based upon the condition of the Properties as of the date hereof with respect to Contributor (A) each Subsidiary of this AgreementContributor, reasonable wear if applicable, (B) the ownership interest in each such Subsidiary and tear and(C) if not wholly owned by Contributor, subject the identity and ownership interest of each of the other owners of such Subsidiary. Each real property owned or leased pursuant to the provisions of this Agreement, loss a ground lease or operating lease by condemnation or fire or other casualty excepted. Buyer acknowledges and agrees that, except as expressly such Contributor is set forth hereinon Exhibit A. Each Subsidiary of Contributor has been duly organized and is validly existing and in good standing under the Laws of its jurisdiction of organization, and has all power and authority to own, lease and/or operate its obligations under this Agreement shall not be subject real properties and its other assets, and to any financing contingency or other contingencies or satisfaction carry on its business as presently conducted. Each Subsidiary of conditions. C. Any and all uses of the phrase "to the best of the Contributor's knowledge" or other references to a Contributor's or the Contributor's knowledge in this Agreement shall mean the actual, present, conscious knowledge of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇ (the "Contributor Knowledge Individuals") as to a fact at the time given without investigation or inquiry. D. None of the representations or warranties of Contributors contained in this Agreement shall survive the Closing and each of such representations and warranties shall be merged into the Deeds delivered at Closing. E. The representations and warranties of Contributors set forth in this Agreement are subject to the following limitations: (i) Contributors do not represent or warrant that any particular Lease will be in force or effect as of the Closing or that the tenants will not be in default thereunder; and (ii) to the extent that Contributors required under applicable Laws, is qualified to do business and is in good standing in each jurisdiction in which the nature of its business or the character of its Property make such qualification necessary, other than such failures to be so qualified as would not, individually or in the aggregate, reasonably be expected to have delivered or made available to Buyer, prior to the date of this Agreement, any information with respect to the Properties or otherwise and such information contains provisions inconsistent with any of such representations and warranties, then such representations and warranties shall be deemed modified to conform to such provisionsa Material Adverse Effect. F. Notwithstanding anything to the contrary contained herein, each of the covenants, representations, warranties, and other obligations of the Contributors hereunder, are being made by each Contributor severally (but not jointly) and are being made by such Contributor solely to the extent of, and with respect to, the Property owned by such Contributor.

REPRESENTATIONS AND WARRANTIES OF CONTRIBUTOR. Each Contributor represents and warrants to Buyer as of the date hereof and as of Closing, thatA. Contributor, with respect to the Property or Other Items owned by Owner in which Contributor owns LP Interests, represents and warrants to the Company that Contributor and/or the relevant Existing Loanfollowing are true, complete and correct as of the date of this Agreement: A. There (i) Except for the that certain action filed against Contributor in the Court of Chancery of the State of Delaware on February 13, 2004, there is no litigationmaterial action, proceeding or investigation pendingpending or, or to the knowledge of the Contributor threatened, against or affecting the Contributor that might affect or relate to the validity of this Agreement, any action taken or to be taken pursuant hereto, or the Property or the Other Items or any part or the operation thereof, whether or not fully covered by insurance, except "slip and fall" and similar litigation covered by insurance, which shall remain Contributor's responsibility after Closing. B. To the best of Contributor's knowledge, threatened against Contributor, the Property Owner or the Individual Property before any court or governmental department, commission, board, agency or instrumentality, and Contributor does not know of any basis for any such action, proceeding or investigation. (ii) Contributor has provided to Buyer copies not received from any governmental authority any notice of any notices received by Contributor regarding any material violation of any zoning, building, fire or health code or any other law, ordinance, rule, regulation, code violation of, any law, ordinance, rule, rule or regulation or code or condition in any approval or permit pursuant thereto (including without limitation, any zoning, sign, environmental, labor, safety, health or price or wage control, ordinance, rule, regulation or order of) applicable to the ownership, development, operation or maintenance of the Property or the Other Items. C. To the best of the Contributor's knowledge, there are no written leases affecting the Property with a term greater than one (1) year. D. Contributor has not received written notice of any pending condemnation of the Individual Property, or any part thereof, of which the Company has not been notified. (iii) Contributor is duly organized, validly existing, qualified and empowered to conduct its business, and has full power and authority to enter into and fully perform and comply with the terms of this Agreement. Neither the execution and delivery of this Agreement nor its performance will conflict with or result in the breach of any plans for improvements contract, agreement, law, ordinance, rule or regulation to which might result in Contributor is a special assessment against party or by which Contributor is bound, or give rise to a right, not waived on or before the PropertyClosing, to accelerate the maturity of an obligation secured by the applicable existing financing which encumbers any of the Individual Properties. E. Subject (iv) To Contributor's knowledge, without independent inquiry or investigation, there is no plan, study or effort by any governmental authority or agency which in any way affects or would affect the present use or zoning of the Individual Property, and there is no existing, proposed or contemplated plan to widen, modify or realign any street or highway or any existing, proposed or contemplated eminent domain proceedings that would affect the Individual Property in any way whatsoever. (v) Each of the Property Owners has good and marketable fee simple title to its respective Individual Properties (except for (A) the Southern Comfort Property, the Weslaco Property, the Mercedes Property and the Tahoe Property (collectively, the "Ground Lease Properties") with respect to which the respective Property Owner owns good and marketable title subject to the approvals required from applicable ground leases and (B) the parties identified in Section 15DPort Charlotte Property, this Agreement has been duly authorizedthe Encore Harlingen Property, executed the Sunburst Harlingen Property, the Port ▇▇▇▇▇▇ Property, the Vero Beach Property and delivered by Contributor the Daytona Beach Property with respect to which the respective Property Owner owns an indirect interest), free and constitutes a legal clear of all liens, claims and binding obligation of the Contributor, enforceable against Contributor in accordance with its termsencumbrances, except as may be limited by bankruptcy exist in favor of the lenders with respect to those certain respective loan agreements, notes and other laws affecting creditors' rights generallymortgages or deeds of trust (the "Existing Loan Documents") evidencing various mortgage and/or mezzanine loans in the outstanding principal amounts listed on Exhibit C (the "Existing Loans"). Contributor has in its possession an ALTA Form B (1970) Owner's Title Insurance Policy (or ground lessee's policy for the Ground Lease Properties) issued in the name of the applicable Property Owner with respect to each of the Individual Properties. At the Company's request, Contributor shall cause such title policies to contain a non-imputation endorsement with respect to the applicable Property Owner, and in the event that said non-imputation endorsement is not available in the state in which an Individual Property is located, Contributor shall deliver on behalf of the applicable Property Owner a Non-Imputation Affidavit in the form attached hereto a Exhibit D ("Non-Imputation Affidavit"). None of the Property Owners will own any direct or indirect interest in any entity which is taxable as a corporation under the Internal Revenue Code of 1986, as amended (the "Code") as of March 30, 2004. F. Subject (vi) Copies of all existing Individual Property Leases have been previously delivered to receipt of Lender Approvalthe Company, neither the entry into this Agreementand such copies are true, nor the carrying out complete and correct. Each of the transactions contemplated herein has resulted Individual Property Leases is in effect, was the result of arm's-length negotiation, and the rights of each lessee thereunder are as tenants only. No commissions to any broker or leasing agent are due or will result in any violation of, or be in conflict with, or result in the creation of, any mortgage, lien, encumbrance or charge (other than those contemplated hereby) upon become due on account of any of the properties Individual Property Leases or assets upon extension or renewal of the Contributor original term thereof or upon the leasing of additional space at the Individual Property, whether or not pursuant to, or constitute a default under, any certificate of incorporation, by-law, partnership agreement, or mortgage, indenture, contract, agreement, instrument, franchise, permit, judgment, decree, order, statute, rule or regulation applicable to an option contained in such Individual Property Lease. (vii) With respect to the Contributor or the Property. G. Subject to the approvals required from the parties identified in Section 15D, to the best of the Contributor's knowledge, except for the Lender Approval and compliance with federal and state securities laws, no consent or approval by, or authorization of, or filing, registration or qualification with, any federal, state or local governmental authority, bureau, department or agency, Individual Property or any corporationpart thereof, person there are no unpaid taxes, fees or other entity is assessments of any kind or nature whatsoever that are delinquent or otherwise due and payable. All fees and expenses required as of the Closing either for the execution, delivery or performance of this Agreement by the Contributor, or to be paid in connection with the consummation by the Contributor development and zoning of the transactions contemplated by this Agreement. H. There exists and shall exist as of the Closing no monetary default under the Existing Loan and all payments due and payable under the Existing Loan on or before the Closing Date shall Individual Property have been made. I. Except for the Service Contracts listed on Schedule 5 attached hereto, paid in full and there are no service agreements with governmental or maintenance contracts entered into by quasi-governmental authorities, agencies or on behalf of Contributors pertaining utilities with respect to the Properties Individual Property or any portion thereof which may not would bind the Individual Property following the Closing. (viii) All financial information about the Individual Property heretofore or hereafter furnished by Contributor to the Company (including, without limitation, the operating statements to be terminated upon not more than thirty (30provided to the Company pursuant to Section 5(A)(v) days' notice without payment of any penalty or termination fee. The Contributors acknowledge that each of the representations made by them in this paragraph 17 below) is and elsewhere in this Agreement is material to Buyer hereunder and, as such, it is a condition to Buyer's obligation to close hereunder, that such representations shall be true true, complete and correct in all material respects as of the Closing Date. A. Buyer expressly acknowledges that, except as expressly set forth in this Agreement, neither Contributors, nor any person acting on behalf of Contributors, nor any person or entity which prepared or provided any date therein specified and shall present fairly the financial condition of the materials heretofore or to be reviewed by Buyer in conducting its due diligence, nor any other Contributor Related Party has made any oral or written representations or warranties, whether expressed or implied, by operation of law or otherwiseIndividual Property and, with respect to projections, shall be based upon the Propertiesbest information available to Contributor at the time when first delivered to the Company. (ix) The transactions contemplated by this Agreement are the result of an unsolicited offer within the meaning of Section 723.071, Florida Statutes. (x) To Contributor's knowledge, and without independent inquiry or investigation, there are no Hazardous Materials (as such term is hereinafter defined) on, in or under the Individual Property, and the Individual Property has never been used to generate, treat, store, dispose of, transport or in any manner deal with Hazardous Materials. For purposes of this Agreement, the zoning term Hazardous Materials shall include hazardous substances as defined by the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (42 U.S.C. Section 9601, et seq.), petroleum and petroleum products and any other lawshazardous or toxic materials, substances or wastes regulated under any federal, state or local laws or regulations and rules applicable thereto relating to protection of heath, safety or the compliance environment. There is excepted from the foregoing any Hazardous Materials used, kept, stored or transported upon the Individual Property in accordance with requirements of law and in the ordinary course of the applicable Property Owner's operation of its business upon the Individual Property. (xi) Except as disclosed in writing to the Company by the Properties therewithContributor, the revenues ground leases for the Ground Lease Properties are in full force and expenses generated effect and there are no defaults thereunder or conditions which the giving of notice would rise to an event of default and the transaction contemplated by this Agreement will not cause a default under any of the ground leases for the Ground Lease Properties. Contributor has delivered to the Company full, complete and accurate copies of the ground leases for the Ground Lease Properties. (xii) Except as disclosed in writing to the Company by Contributor, the Existing Loan Documents are in full force and effect and there are no defaults thereunder or associated conditions which the giving of notice would rise to an event of default thereunder. Contributor has delivered to the Company full, complete and accurate copies of the Existing Loan Documents. (xiii) Exhibits E-1 through E-16, respectively (as applicable), set forth (a) the issued and outstanding partnership or membership interests of each Property Owner, (b) the capital contributions made by Contributor to each Property Owner, and (c) the capital account balances of Contributor in each Property Owner. (xiv) Contributor has previously delivered to the Company the following financial statements of each Property Owner (the "Financial Statements"): (a) the unaudited balance sheet of such Property Owner as of December 31 for each of the years 2002 and 2003, and the related unaudited statements of income and cash flows for each of such fiscal years then ended (the most recent of which, the "Balance Sheet"), and (b) an unaudited balance sheet of such Property Owner as of __________, 2004 (the "Interim Balance Sheet") and the related unaudited statements of income and cash flows for the three months then ended, including, in each case, any notes thereto. Each of the Financial Statements is consistent with the Propertiesbooks and records of such Property Owner (which, in turn, are accurate and complete in all material respects) and fairly presents such Property Owner's financial condition, assets and liabilities as of its respective date and the results of operations and cash flows for the period related thereto. The Financial Statements utilize the accrual method of accounting consistent with the method utilized to prepare the relevant tax return of each Property Owner. The Interim Balance Sheet utilizes the cash method of accounting. (xv) Contributor is, and on the Closing Date will be, the leasessole record and beneficial owner and holder of the LP Interests, and have good and marketable title to the LP Interests, free and clear of all liens, claims and encumbrances. Each New GP Entity is, and on the Closing Date will be, the sole record and beneficial owner and holder of its respective GP Interests, and has good and marketable title to its respective GP Interests, free and clear of all liens, claims and encumbrances, except as may exist in favor of the lenders with respect to the Existing Loan Documents. Upon consummation of the transactions contemplated hereby, the Company, together with its designees, will be vested with good and marketable title to all of the outstanding equity securities of the Property Owners free and clear of all liens, claims and encumbrances, except as may exist in favor of the lenders with respect to the Existing Loan Documents. There are no contracts or otherwise other agreements relating to the Properties issuance, sale or transfer of any equity securities, phantom stock or appreciation rights, profit participation, or other securities (whether or not convertible) of the transactions contemplated herein. Buyer further acknowledges thatProperty Owner, including options, warrants, puts or calls, all materials of which will have beenbeen canceled, terminated or expired at no expense to the Property Owner on or before the Closing. No Property Owner (other than NHC-FL1 LP and NHC-FL6 LP) has owned, owns, or has a contract to acquire, any equity securities or other securities of any entity or any direct or indirect equity or ownership interest in any other business. There are heretofore, currently existing no preemptive rights with respect to any Interests nor have any Interests been issued in violation of then existing preemptive rights. Each Property Owner shall have the election provided by any for in Section 754 of the Code in place when Contributor Related Parties acquires the sole limited partner interest of the Property Owner and when a New GP Entity acquires the sole general partner interest of the applicable Property Owner. (xvi) Each Property Owner has no material liabilities or obligations of any nature (whether known or unknown and whether absolute, accrued, contingent or otherwise) other than (a) liabilities or obligations specifically reflected or reserved against in the Financial Statements, (b) current liabilities incurred in the ordinary course of business since the date of the Balance Sheet and (c) obligations under executory contracts that are provided without any to be performed in the ordinary course of business and are apparent from the plain reading of such contracts. None of the matters described in clauses (a) through (c) hereof is a liability resulting from a breach of contract, breach of warranty, tort, infringement or claim or proceeding. (xvii) No representation or warranty or representation, expressed or implied as to their content, suitability for any purpose, accuracy, truthfulness or completeness and Buyer shall not have any recourse against of Contributor in this Agreement or any of the other Contributor Related Parties Schedules or Exhibits attached hereto omits to state a material fact necessary to make the statements herein or therein, in the event of any errors therein or omissions therefrom. Buyer is acquiring the Properties based solely on its own independent investigation and inspection light of the Properties and circumstances in which they were made, not in reliance on any information provided by Contributors, or any of the other Contributor Related Parties, except for the representations expressly set forth hereinmisleading. B. Buyer acknowledges (xviii) No Property Owner currently has any employees. (xix) Each Property Owner has duly filed all federal, state, county and agrees that municipal income, excise and other tax returns required to be filed by it is purchasing each Property "AS IS" and "WITH ALL FAULTS", based upon the condition of the Properties as of the date of this Agreement, reasonable wear and tear and, subject to the provisions of this Agreement, loss by condemnation or fire or other casualty excepted. Buyer acknowledges and agrees that, except as expressly set forth herein, its obligations under this Agreement shall not be subject to any financing contingency or other contingencies or satisfaction of conditions. C. Any (xx) All federal, state, county and all uses municipal taxes and assessments and other governmental or quasi-governmental levies of the phrase "any kind relating to the best of the Contributor's knowledge" or other references to a Contributor's or the Contributor's knowledge in this Agreement shall mean the actual, present, conscious knowledge of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇ (the "Contributor Knowledge Individuals") as to a fact at the time given without investigation or inquiry. D. None of the representations or warranties of Contributors contained in this Agreement shall survive the Closing and each of such representations and warranties shall be merged into the Deeds delivered at Closing. E. The representations and warranties of Contributors set forth in this Agreement are subject to the following limitations: (i) Contributors do not represent or warrant Property Owner that any particular Lease will be in force or effect as of the Closing or that the tenants will not be in default thereunder; and (ii) to the extent that Contributors have delivered or made available to Buyer, become due for payment prior to the date of this Agreement, Agreement have been paid or shall be paid in full by the Property Owner together with any information with respect interest and penalties thereon prior to the Properties or otherwise and such information contains provisions inconsistent with any of such representations and warranties, then such representations and warranties shall be deemed modified to conform to such provisionsClosing. F. Notwithstanding anything (xxi) Subject to the contrary contained hereintruth and accuracy of the representations of investors, if any, obtained by Contributor or Property Owner, each offer, sale and issuance of equity interests by Contributor or such Property Owner was or is exempt from the registration requirements of the covenantsSecurities Act of 1933, representations, warrantiesas amended, and other obligations all applicable state securities laws, and Contributor and Property Owner has complied with, and is currently in compliance with, in all material respects, all applicable federal and state securities laws. (xxii) The statements set forth in the Recitals are true and correct. (A) The aggregate amount of all Cash held by all Property Owners and all Cash held the "Property Owners" (as defined in the Contribution and Assignment Agreement dated as of the Contributors hereunderdate hereof by and among Contributor, are being made by each Contributor severally MHC-Encore Holdings, L.P, and the other parties party thereto)(the "Other Property Owners") is not less than $5,500,000 and (but not jointlyB) the aggregate amount of the non-mortgage debt liabilities, mezzanine debt liabilities and are being made by such Contributor solely to the extent ground rent obligations of, and with respect or relating to, the Properties held, directly or indirectly, by the Property owned by such ContributorOwners and the Other Property Owners does not exceed $9,800,000.

REPRESENTATIONS AND WARRANTIES OF CONTRIBUTOR. Each Contributor represents hereby makes the following representations and warrants warranties, each of which is deemed to Buyer as be material and each of which is stated by Contributor to be true and correct on the date hereof and as of Closing, that, with respect to the Property or Other Items owned by that Contributor and/or the relevant Existing Loanhereof: A. There is no litigation, proceeding or investigation pending, or to the knowledge of the Contributor threatened, against or affecting the Contributor that might affect or relate to the validity of this Agreement, any action taken or to be taken pursuant hereto, or the Property or the Other Items or any part or the operation thereof, whether or not fully covered by insurance, except "slip and fall" and similar litigation covered by insurance, which shall remain Contributor's responsibility after Closing. B. To the best of Contributor's knowledge, the (a) Contributor has provided full legal power and authority to Buyer copies of any notices received by Contributor regarding any violation of any law, ordinance, rule, regulation, code violation of, any law, ordinance, rule, regulation or code or condition in any approval or permit pursuant thereto (including without limitation, any zoning, sign, environmental, labor, safety, health or price or wage control, ordinance, rule, regulation or order of) applicable to the ownership, development, operation or maintenance of the Property or the Other Items. C. To the best of the Contributor's knowledge, there are no written leases affecting the Property with a term greater than one (1) year. D. Contributor has not received written notice of any pending condemnation of the Property, or any part thereof, or of any plans for improvements which might result in a special assessment against the Property. E. Subject to the approvals required from the parties identified in Section 15D, enter into and perform this Agreement has been duly authorized, executed and delivered by Contributor and in accordance with its terms. This Agreement constitutes a legal the valid and binding obligation of the Contributor, enforceable against Contributor in accordance with its terms, except as such enforcement may be limited affected by bankruptcy bankruptcy, insolvency and other laws affecting creditors' the rights of creditors generally. The execution, delivery and performance of this Agreement and all documents in connection therewith are not in contravention of or in conflict with any agreement or undertaking to which Contributor is a party or by which Contributor may be bound or affected; and (b) The execution and delivery of this Agreement and the payment and performance by Contributor of its payments and obligations hereunder require no further action or approval in order to constitute this Agreement as a binding and enforceable obligation of Contributor, and all such actions have been duly taken by Contributor. F. Subject to receipt of Lender Approval, neither the entry into this Agreement, nor the carrying out (c) As of the transactions contemplated herein has resulted or will result in any violation of, or be in conflict with, or result in the creation of, any mortgage, lien, encumbrance or charge (other than those contemplated hereby) upon any expiration of the properties or assets of the Contributor pursuant to, or constitute a default under, any certificate of incorporation, by-law, partnership agreement, or mortgage, indenture, contract, agreement, instrument, franchise, permit, judgment, decree, order, statute, rule or regulation applicable to the Contributor or the Property. G. Subject to the approvals required from the parties identified in Section 15D, to the best of the Contributor's knowledge, except for the Lender Approval Period and compliance with federal and state securities laws, no consent or approval by, or authorization of, or filing, registration or qualification with, any federal, state or local governmental authority, bureau, department or agency, or any corporation, person or other entity is required as of the Closing either for Date (i) Contributor will have received and reviewed all materials provided to Contributor by Partnership pursuant to Sections 4 and 5 above (collectively, the execution"Due Diligence Materials"), delivery or performance of this Agreement by (ii) Contributor will have inspected the ContributorProperty, or in connection with the consummation by the (iii) Contributor will have made such investigation of the transactions contemplated by this Agreement. H. There exists information contained in the Due Diligence Materials as it deems appropriate, and shall exist as (iv) Contributor is satisfied based upon its examination of the Closing no monetary default under Due Diligence Materials and its investigation of all other aspects of the Existing Loan and all payments due and payable under Property which Contributor deems material to its contribution, including, without limitation, the Existing Loan on or before the Closing Date shall have been made. I. Except for the Service Contracts listed on Schedule 5 attached hereto, there are no service or maintenance contracts entered into by or on behalf condition of Contributors pertaining title to the Properties which may not be terminated upon not more than thirty (30) days' notice without payment of any penalty or termination fee. The Contributors acknowledge that each Property, the zoning of the representations made by them in this paragraph 17 Property, the condition and elsewhere in this Agreement is material to Buyer hereunder and, physical aspects of all structures located on the Real Property (including the Improvements) and the presence or absence of Hazardous Substances on the Property. Except as such, it is a condition to Buyer's obligation to close hereunder, that such representations shall be true in all material respects as of the Closing Date. A. Buyer expressly acknowledges that, except as expressly specifically set forth in this AgreementParagraph 13, neither Contributors, nor any person acting on behalf of Contributors, nor any person or entity which prepared or provided any of the materials heretofore or to be reviewed by Buyer in conducting its due diligence, nor any other Contributor Related Party has made any oral or written representations or warranties, whether expressed or implied, by operation of law or otherwise, with respect to the Properties, the zoning and other laws, regulations and rules applicable thereto or the compliance by the Properties therewith, the revenues and expenses generated by or associated with the Properties, the leases, or otherwise relating to the Properties or the transactions contemplated herein. Buyer further acknowledges that, all materials which have been, or are heretofore, provided by any of the Contributor Related Parties are provided without any warranty or representation, expressed or implied as to their content, suitability for any purpose, accuracy, truthfulness or completeness and Buyer shall not have any recourse against Contributor or any of the other Contributor Related Parties in the event of any errors therein or omissions therefrom. Buyer is acquiring the Properties based solely on its own independent investigation and inspection of the Properties and not in reliance on any information provided by Contributors, or any of the other Contributor Related Parties, except for the representations expressly set forth herein. B. Buyer acknowledges and agrees that it is purchasing each Property "AS IS" and "WITH ALL FAULTS", based upon the condition of the Properties as of the date of this Agreement, reasonable wear and tear and, subject to the provisions of this Agreement, loss by condemnation or fire or other casualty excepted. Buyer acknowledges and agrees that, except as expressly set forth herein, its obligations under this Agreement shall not be subject to any financing contingency or other contingencies or satisfaction of conditions. C. Any and all uses of the phrase "to the best of the Contributor's knowledge" or other references to a Contributor's or the Contributor's knowledge in this Agreement shall mean the actual, present, conscious knowledge of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇ (the "Contributor Knowledge Individuals") as to a fact at the time given without investigation or inquiry. D. None of the representations or warranties of Contributors contained in this Agreement shall survive the Closing and each of such representations and warranties shall be merged into the Deeds delivered at Closing. E. The representations and warranties of Contributors set forth in this Agreement are subject to the following limitations: (i) Contributors do not represent the Partnership and its current partners have made no warranties, representations or warrant that any particular Lease will be in force or effect as of promises concerning the Closing or that the tenants will not be in default thereunder; Property and (ii) to the extent that Contributors have delivered or made available to Buyer, prior to the date of this Agreement, any information with respect to the Properties or otherwise and such information contains provisions inconsistent with any of such representations and warranties, then such representations and warranties shall be deemed modified to conform to such provisions. F. Notwithstanding anything to the contrary contained herein, each Contributor is becoming a general partner of the covenantsPartnership and is making its Contribution on as "AS IS, representationsWHERE IS, warranties, and other obligations of the Contributors hereunder, are being made by each Contributor severally (but not jointly) and are being made by such Contributor solely to the extent of, and with respect to, the Property owned by such ContributorWITH ALL FAULTS" basis.

REPRESENTATIONS AND WARRANTIES OF CONTRIBUTOR. Each The Contributor represents and warrants to Buyer as of the date hereof and as of until the Closing, that: A. To the best of the Contributor's knowledge, with respect the Contributor has no liability or obligation of any nature which in any way affects or is related to the Property or the Other Items owned by that Contributor and/or whether now due or to become due, absolute, contingent or otherwise, including liabilities for taxes (or any interest or penalties thereto), which would become a liability or obligation of Buyer upon Closing pursuant to this Agreement other than disclosed in this Agreement. B. To the relevant Existing Loan: A. There best of the Contributor's knowledge, there is no litigation, proceeding or investigation pending, or to the knowledge of the Contributor threatened, against or affecting the Contributor that might affect or relate to the validity of this Agreement, any action taken or to be taken pursuant hereto, or the Property or the Other Items or any part or the operation thereof, whether or not fully covered by insurance, except "slip and fall" and similar litigation covered by insurance, which shall remain Contributor's responsibility after Closing. B. C. To the best of the Contributor's knowledge, except as set forth on Exhibit E, the Contributor has provided to Buyer copies of complied with and is not in default under, or in violation of, or received any notices received by Contributor regarding any violation of any lawnotice that has not been complied with that the Contributor, ordinance, rule, regulation, code the Property or the Other Items may be in violation of, any law, ordinance, rule, regulation or code or condition in any approval or permit pursuant thereto (including without limitation, any zoning, sign, environmental, labor, safety, health or price or wage control, ordinance, rule, regulation or order of) applicable to the ownership, development, operation or maintenance of the Property or the Other Items. C. D. To the best of the Contributor's knowledge, there are no written leases affecting the Property with a term greater than one (1) year. D. Contributor has not received written notice E. To the best of any the Contributor's knowledge, there is no pending condemnation of the Property, or any part thereof, or of any plans for improvements which might result in a special assessment against the Property. E. Subject F. Security deposits held by the Contributor will be correctly identified as of Closing with respect to the approvals required from the parties identified in Section 15D, this Property. G. This Agreement has been duly authorized, executed and delivered by Contributor and constitutes a legal and binding obligation of the Contributor, enforceable against Contributor in accordance with its terms, except as may be limited by bankruptcy and other laws affecting creditors' rights generally. F. Subject to receipt of Lender Approval, neither H. Neither the entry into this Agreement, nor the carrying out of the transactions contemplated herein has resulted or will result in any violation of, or be in conflict with, or result in the creation of, any mortgage, lien, encumbrance or charge (other than those contemplated hereby) upon any of the properties or assets of the Contributor pursuant to, or constitute a default under, any certificate of incorporation, by-law, partnership agreement, or mortgage, indenture, contract, agreement, instrument, franchise, permit, judgment, decree, order, statute, rule or regulation applicable to the Contributor or the Property. G. Subject to the approvals required from the parties identified in Section 15D, to I. To the best of the Contributor's knowledge, except for the Lender Approval and compliance with federal and state securities laws, no consent or approval by, or authorization of, or filing, registration or qualification with, any federal, state or local governmental authority, bureau, department or agency, or any corporation, person or other entity is required as of the Closing either for the execution, delivery or performance of this Agreement by the Contributor, or in connection with the consummation by the Contributor of the transactions contemplated by this Agreement. H. There exists and shall exist as of the Closing no monetary default under the Existing Loan and all payments due and payable under the Existing Loan on or before the Closing Date shall have been made. I. Except for the Service Contracts listed on Schedule 5 attached hereto, there are no service or maintenance contracts entered into by or on behalf of Contributors pertaining to the Properties which may not be terminated upon not more than thirty (30) days' notice without payment of any penalty or termination fee. The Contributors acknowledge that each of the representations made by them in this paragraph 17 and elsewhere in this Agreement is material to Buyer hereunder and, as such, it is a condition to Buyer's obligation to close hereunder, that such representations shall be true in all material respects as of the Closing Date. A. Buyer expressly acknowledges that, except as expressly set forth in this Agreement, neither Contributors, nor any person acting on behalf of Contributors, nor any person or entity which prepared or provided any of the materials heretofore or to be reviewed by Buyer in conducting its due diligence, nor any other Contributor Related Party has made any oral or written representations or warranties, whether expressed or implied, by operation of law or otherwise, with respect to the Properties, the zoning and other laws, regulations and rules applicable thereto or the compliance by the Properties therewith, the revenues and expenses generated by or associated with the Properties, the leases, or otherwise relating to the Properties or the transactions contemplated herein. Buyer further acknowledges that, all materials which have been, or are heretofore, provided by any of the Contributor Related Parties are provided without any warranty or representation, expressed or implied as to their content, suitability for any purpose, accuracy, truthfulness or completeness and Buyer shall not have any recourse against Contributor or any of the other Contributor Related Parties in the event of any errors therein or omissions therefrom. Buyer is acquiring the Properties based solely on its own independent investigation and inspection of the Properties and not in reliance on any information provided by Contributors, or any of the other Contributor Related Parties, except for the representations expressly set forth herein. B. Buyer acknowledges and agrees that it is purchasing each Property "AS IS" and "WITH ALL FAULTS", based upon the condition of the Properties as of the date of this Agreement, reasonable wear and tear and, subject to the provisions of this Agreement, loss by condemnation or fire or other casualty excepted. Buyer acknowledges and agrees that, except as expressly set forth herein, its obligations under this Agreement shall not be subject to any financing contingency or other contingencies or satisfaction of conditions. C. Any and all uses of the phrase "to the best of the Contributor's knowledge" or other references to a Contributor's or the Contributor's knowledge in this Agreement shall mean the actual, present, conscious knowledge of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇ (the "Contributor Knowledge Individuals") as to a fact at the time given without investigation or inquiry. D. None of the representations or warranties of Contributors contained in this Agreement shall survive the Closing and each of such representations and warranties shall be merged into the Deeds delivered at Closing. E. The representations and warranties of Contributors set forth the Contributor contained in this Agreement, the statements in any Exhibit or Schedules attached to this Agreement, or other instruments furnished to Buyer at or prior to Closing pursuant to this Agreement, or in connection with the transactions contemplated pursuant to this Agreement, do not contain any untrue statements of a material fact, or fail to state a material fact necessary to make it not misleading. In the event that Contributor is unable to represent and warrant the foregoing as of Closing, whether due to an unanticipated event occurring after the date of this Agreement are subject and prior to Closing or otherwise, then Buyer shall have the right to terminate this Agreement by written notice to the following limitations: (i) Contributors do not represent or warrant that any particular Lease will Contributor. Buyer's termination right shall be in force or effect Buyer's sole remedy for Contributor's failure to make the foregoing representations and warranties as of Closing. In the Closing or that event of such a termination, this Agreement shall be null and void, the tenants will not Deposit and any interest thereon shall be in default thereunder; and (ii) promptly returned to the extent that Contributors Buyer, and neither party shall have delivered any further rights or made available obligations under this Agreement. The representations of Contributor contained herein are in the nature of conditions as to which Buyer will satisfy itself during the Due Diligence Period and none of such representations will survive the Closing. If Buyer, prior to the date Closing Date determines that any of the Contributor's representations are untrue and in the Buyer's reasonable judgment materially affects the value of the transaction contemplated under this Agreement, then, the Buyer may either: (i) elect to terminate this Agreement by notice given to Contributor; or (ii) to waive any such untrue representation and proceed to close. If Buyer elects to close on this Agreement, the representations will be deemed waived at the Closing. Contributor shall not be liable or bound for any verbal or written statements, representations, real estate brokers' set-ups or information with respect pertaining to the Properties Property furnished by any real estate broker, agent, employee, servant or otherwise and such information contains provisions inconsistent with any of such representations and warranties, then such other person unless the same are specifically set forth herein. The representations and warranties contained herein shall be deemed modified to conform to such provisions. F. Notwithstanding anything to the contrary contained herein, each not survive delivery of the covenants, representations, warranties, deed and other obligations of the Contributors hereunder, are being made by each Contributor severally (but not jointly) and are being made by such Contributor solely to the extent of, and with respect to, the Property owned by such Contributorshall merge therein.

REPRESENTATIONS AND WARRANTIES OF CONTRIBUTOR. Each The Contributor represents makes the following representations and warrants warranties to Buyer Partnership as of the date hereof and as of Closing: A To the best of the Contributor's knowledge, thatthe leases (the "Leases") listed on the rent roll attached hereto as Exhibit G and the contracts listed on the attached Exhibit H (the "Contracts") comprise all of the leases and rights to the property and all of the contracts to which Partnership will be subject on the Closing Date B. All of Contributor's obligations under the Leases and Contracts are fully performed and, to the best of such Contributor's knowledge, except as set forth on the attached Exhibits and except for delinquencies in the payment of rent for the current month, there is no default under any of the Leases and Contracts by any party thereto or no event which, with respect the giving of notice or passage of time, or both, would constitute a default thereunder. There are no other security deposits (the "Security Deposits") except as identified on Exhibit G. C. The Contributor has made no prior assignment or conveyance of the Leases, Security Deposits and Contracts and the Contributor is the valid holder of landlord's interest in the Leases, and has the full power and authority to assign its interest in the Property or Other Items owned by that Contributor and/or Leases, Security Deposits and Contracts to Partnership. D To the relevant Existing Loan: A. There best of the Contributor's knowledge, there is no litigation, proceeding or investigation pending, or to the knowledge of the Contributor threatened, against or affecting the Contributor that might affect or relate to the validity of this Agreement, any action taken or to be taken pursuant hereto, or the Property or the Other Items or any part or the operation thereof, whether or not fully covered by insurance, except "slip and fall" and similar litigation covered by insurance, which shall remain Contributor's responsibility after Closing. B. . E To the best of the Contributor's knowledge, the Contributor has provided to Buyer copies of not received any written notices received by from any governmental authority or agency having jurisdiction over the Contributor regarding any violation of any lawor the Property that the Contributor, ordinance, rule, regulation, code the Property or the Other Items are in violation of, any law, ordinance, rule, regulation or code or condition in any approval or permit pursuant thereto (including without limitation, any zoning, sign, environmental, labor, safety, health or price or wage control, ordinance, rule, regulation or order of) applicable to the ownership, development, operation or maintenance of the Property or the Other Items. C. To . Promptly upon receipt of any such notice, the best of Contributor shall provide the Contributor's knowledge, there are no written leases affecting the Property Partnership with a term greater than one (1) year. D. Contributor copy. F All of Tower's obligations under the Management Agreement have been performed and the Partnership has not received written notice no claim of any pending condemnation of the Property, nature against Tower or any part thereof, or of any plans for improvements which might result in a special assessment against the Property. E. Subject to the approvals required from the parties identified in Section 15D, this Agreement has been duly authorized, executed its successors and delivered by Contributor and constitutes a legal and binding obligation of the Contributor, enforceable against Contributor in accordance with its terms, except as may be limited by bankruptcy and other laws affecting creditors' rights generally. F. Subject to receipt of Lender Approval, neither the entry into this Agreement, nor the carrying out of the transactions contemplated herein has resulted or will result in any violation of, or be in conflict with, or result in the creation of, any mortgage, lien, encumbrance or charge (other than those contemplated hereby) upon any of the properties or assets of the Contributor pursuant to, or constitute a default under, any certificate of incorporation, by-law, partnership agreement, or mortgage, indenture, contract, agreement, instrument, franchise, permit, judgment, decree, order, statute, rule or regulation applicable to the Contributor or the Property. G. Subject to the approvals required from the parties identified in Section 15D, to the best of the Contributor's knowledge, except for the Lender Approval and compliance with federal and state securities laws, no consent or approval by, or authorization of, or filing, registration or qualification with, any federal, state or local governmental authority, bureau, department or agency, or any corporation, person or other entity is required as of the Closing either for the execution, delivery or performance of this Agreement by the Contributor, or in connection with the consummation by the Contributor of the transactions contemplated by this Agreement. H. There exists and shall exist as of the Closing no monetary default under the Existing Loan and all payments due and payable under the Existing Loan on or before the Closing Date shall have been made. I. Except for the Service Contracts listed on Schedule 5 attached hereto, there are no service or maintenance contracts entered into by or on behalf of Contributors pertaining to the Properties which may not be terminated upon not more than thirty (30) days' notice without payment of any penalty or termination fee. The Contributors acknowledge that each of the representations made by them in this paragraph 17 and elsewhere in this Agreement is material to Buyer hereunder and, as such, it is a condition to Buyer's obligation to close hereunder, that such representations shall be true in all material respects as of the Closing Date. A. Buyer expressly acknowledges that, except as expressly set forth in this Agreement, neither Contributors, nor any person acting on behalf of Contributors, nor any person or entity which prepared or provided any of the materials heretofore or to be reviewed by Buyer in conducting its due diligence, nor any other Contributor Related Party has made any oral or written representations or warranties, whether expressed or implied, by operation of law or otherwise, with respect to the Properties, the zoning and other laws, regulations and rules applicable thereto or the compliance by the Properties therewith, the revenues and expenses generated by or associated with the Properties, the leases, or otherwise assigns relating to the Properties or the transactions contemplated hereinManagement Agreement. Buyer further acknowledges thatThe Partnership acknowledges, all materials which have been, or are heretofore, provided by any of the Contributor Related Parties are provided without any warranty or representation, expressed or implied as to their content, suitability for any purpose, accuracy, truthfulness or completeness and Buyer shall not have any recourse against Contributor or any of the other Contributor Related Parties in the event of any errors therein or omissions therefrom. Buyer is acquiring the Properties based solely on its own independent investigation and inspection of the Properties and not in reliance on any information provided by Contributors, or any of the other Contributor Related Parties, except for the representations expressly set forth herein. B. Buyer acknowledges and agrees that it is purchasing each Property "AS IS" and "WITH ALL FAULTS", based upon the condition of the Properties as of the date of this Agreement, reasonable wear and tear and, subject to the provisions of this Agreement, loss by condemnation or fire or other casualty excepted. Buyer acknowledges understands and agrees that, except as expressly set forth herein, its obligations under provided in this Agreement shall not to the contrary, Partnership's acquisition of the Property and Other Items and any other rights and interests to be subject to any financing contingency or other contingencies or satisfaction of conditions. C. Any contributed, conveyed, transferred and/or assigned is on an "AS IS" "WHERE IS" PHYSICAL BASIS, WITHOUT REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WITH REGARD TO PHYSICAL CONDITION OR COMPLIANCE WITH ANY LEGAL REQUIREMENTS OR TITLE EXCEPTIONS OF THE PROPERTY, INCLUDING WITHOUT LIMITATION ANY LATENT OR PATENT DEFECTS, CONDITION OF SOILS (INCLUDING SURFACE AND SUBSURFACE CONDITIONS), EXISTENCE OR NON EXISTENCE OF HAZARDOUS SUBSTANCES OR POLLUTANTS, QUALITY OF CONSTRUCTION, STATE OF REPAIR, WORKMANSHIP, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR AS TO THE PHYSICAL MEASUREMENTS OR USABLE SPACE THEREOF, TITLE TO THE PROPERTY, THE ASSIGNABILITY, ASSUMABILITY OR TRANSFERABILITY OR VALIDITY OF ANY LICENSES, PERMITS, GOVERNMENT APPROVALS, WARRANTIES OR GUARANTIES RELATING TO THE PROPERTY OR THE USE OR OPERATION THEREOF, ZONING, BUILDING CODE, ACCESS, ENVIRONMENTAL, FIRE OR LIFE SAFETY, SUBDIVISION OR OTHER ORDINANCES, LAWS, CODES OR REGULATIONS, OF ANY KIND, PRIOR OR CURRENT OPERATIONS CONDUCTED ON THE PROPERTY AND SURROUNDING PROPERTY, OR ANY COVENANTS, CONDITIONS, RESTRICTIONS OR DECLARATIONS OF RECORD AND ALL OTHER MATTERS OR THINGS AFFECTING OR RELATING TO THE PROPERTY. As used in the foregoing representations and all uses of warranties, the phrase "to the best of the Contributor's knowledge" or other references to a Contributor's or the Contributor's knowledge in this Agreement shall mean the actual, present, conscious knowledge of ▇▇▇▇▇ ▇▇ . ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇ (, the "Contributor Knowledge Individuals") as to a fact at the time given without investigation or inquiry. D. None Contributor's Director of the representations or warranties of Contributors contained in this Agreement shall survive the Closing and each of such representations and warranties shall be merged into the Deeds delivered at Closing. E. Operations. The representations and warranties of Contributors the Contributor contained in this Agreement, the statements in any Exhibit or Schedules attached to this Agreement, or other instruments furnished to Partnership at or prior to Closing pursuant to this Agreement, or in connection with the transactions contemplated pursuant to this Agreement, do not contain any untrue statements of a material fact, or fail to state a material fact necessary to make it not misleading. The representations and warranties contained herein shall not survive delivery of the Deed and shall merge therein. This expiration shall not apply to the representation set forth in this Agreement are subject paragraphs 16.D. and 16.F. or to the following limitations: (i) Contributors do not represent any breach of warranty or warrant that any particular Lease will be in force or effect as representation which arises out of the Closing or that the tenants will not be in default thereunder; and (ii) to the extent that Contributors have delivered or made available to Buyer, prior to the date of this Agreement, any information with respect to the Properties or otherwise and such information contains provisions inconsistent with any of such representations and warranties, then such representations and warranties shall be deemed modified to conform to such provisions. F. Notwithstanding anything to the contrary contained herein, each of the covenants, representations, warranties, and other obligations of the Contributors hereunder, are being an intentional material misrepresentation made by each Contributor severally (but not jointly) and are being made by such Contributor solely to the extent of, and with respect to, the Property owned by such Contributor.

REPRESENTATIONS AND WARRANTIES OF CONTRIBUTOR. Each Contributor represents and warrants Parent make the following representations and warranties to Buyer Operating Partnership and Company, all of which (except as otherwise designated) are true and correct in all material respects on the Agreement Date and shall be true and correct in all material respects as of the date hereof and as of the Closing, that, with respect to the Property or Other Items owned by that Contributor and/or the relevant Existing Loan: A. There (a) Contributor is no litigation, proceeding or investigation pending, or to duly organized and validly existing under the knowledge laws of the Contributor threatened, against or affecting the Contributor that might affect or relate to the validity state of this Agreement, any action taken or to be taken pursuant hereto, or the Property or the Other Items or any part or the operation thereof, whether or not fully covered by insurance, except "slip Delaware and fall" and similar litigation covered by insurance, which shall remain Contributor's responsibility after Closing. B. To the best of Contributor's knowledge, the Contributor has provided to Buyer copies of any notices received by Contributor regarding any violation of any law, ordinance, rule, regulation, code violation of, any law, ordinance, rule, regulation or code or condition in any approval or permit pursuant thereto (including without limitation, any zoning, sign, environmental, labor, safety, health or price or wage control, ordinance, rule, regulation or order of) applicable to the ownership, development, operation or maintenance of the Property or the Other Items. C. To the best of the Contributor's knowledge, there are no written leases affecting the Property with a term greater than one (1) year. D. Contributor has not received written notice of any pending condemnation of the Property, or any part thereof, or of any plans for improvements which might result in a special assessment against the Property. E. Subject to the approvals required from the parties identified in Section 15D, this Agreement has been duly authorized, executed authorized by all necessary and delivered by Contributor appropriate action to enter into this Agreement and constitutes to consummate the transactions contemplated herein. This Agreement is a legal valid and binding obligation of the Contributor, enforceable against Contributor in accordance with its terms, except insofar as such enforceability may be limited affected by bankruptcy and other bankruptcy, insolvency or similar laws affecting creditors' creditor’s rights generallygenerally and the availability of any particular equitable remedy. F. Subject to receipt of Lender Approval, neither (b) Neither the entry into this Agreement, execution nor the carrying out delivery of this Agreement nor the consummation of the transactions contemplated herein has resulted nor fulfillment of or compliance with the terms and conditions hereof (a) conflict with or will result in a breach of any violation ofof the terms, conditions or provisions of (i) the Governing Documents of Contributor or (ii) any agreement, order, judgment, decree, arbitration award, statute, law, rule, regulation or instrument to which Contributor is a party or by which it or its assets are bound, or be in conflict with(b) constitutes or will constitute (with or without due notice or lapse of time or both) a breach, violation or default (or give rise to any right of termination, cancellation or acceleration) under any of the foregoing, or result in the creation of, of any mortgage, lien, charge or encumbrance or charge (other than those contemplated hereby) upon pursuant to any of the properties foregoing. No consent or assets of the Contributor pursuant toapproval, or constitute a default under, any certificate of incorporation, by-law, partnership agreement, or mortgage, indenture, contract, agreement, instrument, franchise, permit, judgment, decreeauthorization, order, statute, rule regulation or regulation applicable to the Contributor qualification of any governmental entity or the Property. G. Subject to the approvals any third-party is required from the parties identified in Section 15D, to the best of the Contributor's knowledge, except for the Lender Approval execution and compliance with federal and state securities laws, no consent or approval by, or authorization of, or filing, registration or qualification with, any federal, state or local governmental authority, bureau, department or agency, or any corporation, person or other entity is required as of the Closing either for the execution, delivery or performance of this Agreement by the Contributor, or in connection with and the consummation by the Contributor of the transactions contemplated hereby by this AgreementContributor. H. There exists (c) Contributor acknowledges that the Series Q Preferred Units have not been and shall exist as will not be registered or qualified under the Securities Act or any state securities laws and are offered in reliance upon an exemption from registration under Section 4(2) of the Closing no monetary default Securities Act and similar state law exceptions. The Series Q Preferred Units to be received by Contributor hereunder and any Series Q Preferred Shares acquired in exchange therefor shall be held by Contributor for investment purposes only for its own account, and not with a view to or for sale in connection with any distribution of the Series Q Preferred Units or such Series Q Preferred Shares, and Contributor acknowledges that the Series Q Preferred Units and Series Q Preferred Shares cannot be sold or otherwise disposed of by the holders thereof unless they are subsequently registered under the Existing Loan Securities Act or sold or otherwise disposed of pursuant to an exemption therefrom; and all payments due and payable under the Existing Loan on or before the Closing Date shall have been made. I. Except for the Service Contracts listed on Schedule 5 attached hereto, there are no service or maintenance contracts entered into by or on behalf of Contributors pertaining to the Properties which Series Q Preferred Units may not be terminated upon not more than thirty (30) days' notice without payment sold, assigned or otherwise transferred except in compliance with the Partnership Agreement. Contributor hereby acknowledges receipt of any penalty or termination fee. The Contributors acknowledge a copy of the Partnership Agreement and represents that each of it has reviewed same and understands the provisions thereof which have a bearing on the representations made by them in this paragraph 17 and elsewhere in this Agreement is material to Buyer hereunder and, as such, it is a condition to Buyer's obligation to close hereunder, that such representations shall be true in all material respects as of the Closing DateParagraph 7A(c). A. Buyer expressly acknowledges that(d) Contributor has no contract, except as expressly set forth in this Agreementunderstanding, neither Contributors, nor agreement or arrangement with any person acting on behalf of Contributors, nor any person Person or entity which prepared to sell, transfer or provided any of the materials heretofore grant a participation to such Person or to be reviewed by Buyer in conducting its due diligence, nor entity or any other Contributor Related Party has made any oral Person or written representations or warranties, whether expressed or implied, by operation of law or otherwiseentity, with respect to any or all of the Properties, the zoning and other laws, regulations and rules applicable thereto or the compliance by the Properties therewith, the revenues and expenses generated by or associated Series Q Preferred Units it will receive in accordance with the Properties, the leases, or otherwise relating to the Properties or the transactions contemplated herein. Buyer further acknowledges that, all materials which have been, or are heretofore, provided by any of the Contributor Related Parties are provided without any warranty or representation, expressed or implied as to their content, suitability for any purpose, accuracy, truthfulness or completeness and Buyer shall not have any recourse against Contributor provisions hereof or any of the other Contributor Related Parties Series Q Preferred Shares to be acquired in the event of any errors therein or omissions therefrom. Buyer is acquiring the Properties based solely on its own independent investigation and inspection of the Properties and not in reliance on any information provided by Contributors, or any of the other Contributor Related Parties, except for the representations expressly set forth hereinexchange therefor. B. Buyer acknowledges (e) Contributor is an “accredited investor” within the meaning of Regulation D under the Securities Act and agrees has knowledge and experience in financial and business matters such that it is purchasing each Property "AS IS" capable of evaluating the merits and "WITH ALL FAULTS"risks of receiving and owning the Series Q Preferred Units and Contributor is able to bear the economic risk of such ownership. (f) Contributor is not an employee benefit plan subject to ERISA or Section 4975 of the Code. (g) In making this investment, based Contributor is relying upon the condition advice of the Properties as of the date of this Agreementits own personal, reasonable wear legal and tear and, subject to the provisions of this Agreement, loss by condemnation or fire or other casualty excepted. Buyer acknowledges and agrees that, except as expressly set forth herein, its obligations under this Agreement shall not be subject to any financing contingency or other contingencies or satisfaction of conditions. C. Any and all uses of the phrase "to the best of the Contributor's knowledge" or other references to a Contributor's or the Contributor's knowledge in this Agreement shall mean the actual, present, conscious knowledge of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇ (the "Contributor Knowledge Individuals") as to a fact at the time given without investigation or inquiry. D. None of the representations or warranties of Contributors contained in this Agreement shall survive the Closing and each of such representations and warranties shall be merged into the Deeds delivered at Closing. E. The representations and warranties of Contributors set forth in this Agreement are subject to the following limitations: (i) Contributors do not represent or warrant that any particular Lease will be in force or effect as of the Closing or that the tenants will not be in default thereunder; and (ii) to the extent that Contributors have delivered or made available to Buyer, prior to the date of this Agreement, any information tax advisors with respect to the Properties tax and other aspects of an investment in Operating Partnership. (h) To the best of Contributor’s and Parent’s knowledge, applying the REIT stock ownership rules described below, if the Series Q Preferred Shares were issued to Contributor at the time of (and instead of) the issuance of the Series Q Preferred Units, and to no other Person, no “individual” would be treated as owning more than 9.9% of the outstanding shares of the Series Q Preferred Shares (except potentially two individuals who would each be treated as owning less than 15% of the outstanding shares of the Series Q Preferred Shares, provided that neither such individual would be treated as owning more than 9.9% of the combined number of outstanding shares of the Series Q Preferred Shares, the Series N Preferred Shares, the Series J Preferred Shares and the Series G Preferred Shares, also evaluating the Series N Preferred Units, the Series J Preferred Units and the Series G Preferred Units as if each such outstanding unit had been exchanged for a corresponding Series N Preferred Share, Series J Preferred Share or otherwise and such information contains provisions inconsistent with any of such representations and warrantiesSeries G Preferred Share, then such representations and warranties as applicable). For this purpose, ownership shall be deemed modified to conform to such provisions. F. Notwithstanding anything to the contrary contained herein, each determined under Section 856(h) of the covenantsCode and the applicable regulations, representations, warranties, and other obligations of the Contributors hereunder, are being made by each Contributor severally (but not jointlywhich apply Code Sections 542(a)(2) and are being made by such Contributor solely to the extent of544, and with respect to, the Property owned by such Contributoras modified.

REPRESENTATIONS AND WARRANTIES OF CONTRIBUTOR. Each Contributor hereby represents and warrants to Buyer the Partnership that the following representations are true and correct as of the date hereof hereof, and shall be true and correct at and as of Closing, that, with respect to the Property or Other Items owned by that Contributor and/or the relevant Existing LoanClosing Date as though such representations and warranties were made at such time: A. There (a) Contributor is no litigationan "accredited investor" (as such term is defined in Rule 501 of Regulation D under the Securities Act, proceeding or investigation pending, or to the knowledge text of which is set forth on Schedule II hereto). (b) Contributor is a citizen of the United States and is at least 21 years of age, and the offer to purchase Common Units hereunder was made by the Partnership and accepted by Contributor threatened, against or affecting within the United States. (c) Contributor that might affect or relate has full power and authority to the validity of execute and deliver this Agreement, any action taken or to be taken pursuant hereto, or the Property or the Other Items or any part or the operation thereof, whether or not fully covered perform its obligations hereunder and such actions by insurance, except "slip and fall" and similar litigation covered Contributor have been duly authorized by insurance, which shall remain Contributor's responsibility after Closingall requisite action. B. To (d) This Agreement and all other documents required of Contributor to complete the best of Contributor's knowledge, the Contributor has provided to Buyer copies of any notices received by Contributor regarding any violation of any law, ordinance, rule, regulation, code violation of, any law, ordinance, rule, regulation or code or condition in any approval or permit pursuant thereto (including without limitation, any zoning, sign, environmental, labor, safety, health or price or wage control, ordinance, rule, regulation or order of) applicable to the ownership, development, operation or maintenance acquisition of the Property or the Other Items. C. To the best of the Contributor's knowledge, there are no written leases affecting the Property with a term greater than one (1) year. D. Contributor has not received written notice of any pending condemnation of the Property, or any part thereof, or of any plans for improvements which might result in a special assessment against the Property. E. Subject to the approvals required from the parties identified in Section 15D, this Agreement has Common Units hereunder have been duly authorized, executed and delivered by Contributor and constitutes a legal constitute the legal, valid and binding obligation of Contributor, enforceable in accordance with their respective terms. (e) The Property is either separate property or community property over which Contributor has the right of control or of which Contributor has the sole right of management. (f) The acquisition of the Common Units by the Contributor is for Contributor's own account, is for investment purposes only, and is not being made with a view to, nor for offer or sale in connection with, the distribution of such Common Units and Contributor is not participating, does not have a participation in and does not contemplate any participation in, such a distribution or the underwriting of any such distribution. (g) Contributor has no present intention of selling or otherwise disposing of the Common Units acquired hereunder in violation of (i) this Agreement, (ii) the Fourth Amended and Restated Partnership Agreement of the Partnership, dated February 18, 2003, as such may be amended from time to time subsequent to the date hereof (the "Partnership Agreement"), or (iii) the Securities Act or any other applicable Federal or state securities laws. (h) Contributor is aware that neither the Securities and Exchange Commission (the "SEC") nor other Federal or state securities commission or governmental authority has approved or disapproved of the Common Units, made any finding or determination as to the fairness of an investment in the Partnership, nor made any recommendation or endorsement with respect thereto, and any representation to the contrary is a criminal offense. (i) Contributor confirms that it understands and has fully considered and reviewed for purposes of the purchase of Common Units hereunder all documents filed with the SEC by the Partnership and its affiliates, all of which are publicly available via EDGAR (all such documents are collectively referred to herein ▇▇ ▇▇e "Public Filings"). (j) Contributor is able to bear the economic risk of the acquisition of the Common Units hereunder and is able to bear its investment in the Partnership for an indefinite period of time. (k) Contributor understands that the Common Units purchased hereunder have not been registered under the Securities Act or the securities laws of any state and, therefore, cannot be sold, transferred or otherwise disposed of unless: (i) such Common Units are subsequently registered under the Securities Act and any applicable securities laws of any state or exemptions from registration thereunder are available; and (ii) such sale, transfer or disposal is in compliance with the terms of the Partnership Agreement and this Agreement; Contributor further understands that only the Partnership can take action to register the Common Units being sold hereunder and that the Partnership is under no obligation, and has no present plans, to do so. (l) Contributor understands that the Common Units purchased hereunder may be required to be held for an indeterminate period of time and that the sale or other transfer of such Common Units by Contributor in reliance on Rule 144 under the Securities Act, if available to Contributor, may be made only in limited amounts in accordance with the terms and conditions of Rule 144. (m) In addition to the other provisions of this Agreement and the Partnership Agreement, Contributor agrees that in no event will Contributor make a sale, transfer or other disposition of any of the Common Units purchased hereunder unless and until: (i) Contributor has notified the Partnership of its proposed disposition and has furnished the Partnership with a statement of the circumstances surrounding the proposed disposition; and (ii) Contributor has furnished the Partnership with an opinion of counsel satisfactory to the Partnership in its sole discretion to the effect (A) that such disposition will not require registration or qualification of such Common Units under federal or state securities laws or (B) that appropriate action necessary for compliance with such federal or state securities laws has been taken; provided, however, the Partnership may expressly waive the requirements under clauses (i) and (ii) above. (n) all information that Contributor has supplied to the Partnership or its respective representatives or agents, including the information included in this Agreement, is true and complete as of the date hereof, and unless otherwise made known to the Partnership or its representatives in writing, true and complete as of the Closing Date, with the same force and effect as if executed, made, or supplied, at the Closing Date. (o) Contributor, or its principals, as the case may be, acknowledges that they have such knowledge and experience in financial, investing and business matters as to be capable of evaluating the risks and merits of purchasing Common Units pursuant to this Agreement and protecting their interests in connection with such purchase of the Common Units hereunder and investment in the Partnership. (p) Contributor was not contacted by the Partnership or its representatives for the purpose of purchasing the Common Units hereunder through any advertisement, article, mass mailing, notice or any other communication published in any newspaper, magazine, or similar media or broadcast over television or radio, or any seminar or meeting whose attendees were invited by any general advertising. (q) Contributor confirms that, in making the decision to purchase Common Units hereunder, Contributor has relied solely upon independent investigations made by Contributor or representatives of the Contributor, enforceable against Contributor in accordance with its terms, except as may be limited by bankruptcy including their own professional tax and other laws affecting creditors' rights generallyadvisers and that Contributor and such representatives have had access to and an opportunity to inspect all relevant information relating to the Partnership (including the Public Filings) sufficient to enable Contributor to evaluate the merits and risks of their purchase of Common Units hereunder. F. Subject (r) Contributor has had the opportunity to receipt ask questions of Lender Approvalthe representatives of the Partnership, neither including representatives of its general partner, and has received satisfactory answers respecting, and has obtained such additional information as Contributor has desired regarding the entry into business, financial condition and other affairs of the Partnership. (s) the completion, execution and delivery by Contributor of this Agreement, nor the carrying out of Agreement and all other documents required to consummate the transactions contemplated herein has resulted hereunder and the performance by Contributor of its obligations hereunder do not, and will not, violate any provision of law, any order of any court or other agency of government, and do not and will not result in a material breach of or constitute (with due notice or lapse of time or both) a material default under any violation ofprovision of any indenture, agreement or other instrument to which Contributor, or any of his properties or assets, including the Property, is bound. (t) Contributor is not acquiring the Common Units hereunder with a view to realizing any benefits under the United States federal income tax laws with respect to Contributor's share of any losses or expenses of the Partnership, and no representations have been made to Contributor that any such benefits will be available as result of Contributor's acquisition, ownership or disposition of such Common Units. (u) Contributor has not borrowed, and shall not borrow, as the case may be, any portion of the funds necessary to purchase Common Units hereunder, either directly or indirectly, from the Partnership, its general partner or any affiliate of the foregoing. (v) for United States tax purposes: (i) Contributor certifies that its name, taxpayer identification or social security number and address set forth on Schedule I are correct; (ii) Contributor certifies that it is not a non-resident alien individual, foreign corporation, foreign partnership, foreign trust or foreign estate (as defined in conflict withthe Internal Revenue Code of 1986, as amended) and that it will notify the Partnership within sixty (60) days of a change to foreign status and its new country of residence; and (iii) Contributor agrees to execute properly and provide to the Partnership in a timely manner any tax documentation that may reasonably be required by the Partnership in connection with its ownership on Common Units. (w) All contractors, subcontractors, suppliers, architects, engineers, and others who have performed services or labor or have supplied materials in connection with Contributor's acquisition, development, ownership, or result in the creation of, any mortgage, lien, encumbrance or charge (other than those contemplated hereby) upon any management of the properties Property have been paid in full and all liens arising therefrom (or assets claims which with the passage of time or the giving of notice, or both, could mature into liens) have been satisfied and released. (x) The list of service contracts to be delivered to the Partnership pursuant to this Agreement will be true, correct, and complete as of the date of its delivery. Neither Contributor pursuant to, or constitute a default under, any certificate of incorporation, by-law, partnership agreement, or mortgage, indenture, contract, agreement, instrument, franchise, permit, judgment, decree, order, statute, rule or regulation applicable to the Contributor or the Property. G. Subject to the approvals required from the parties identified in Section 15Dnor, to the best of the Contributor's knowledge, except for any other party is in default under any service contract. (y) The operating statements to be delivered to the Lender Approval and compliance with federal and state securities laws, no consent or approval by, or authorization of, or filing, registration or qualification with, any federal, state or local governmental authority, bureau, department or agency, or any corporation, person or other entity is required as of the Closing either for the execution, delivery or performance of Partnership pursuant to this Agreement by the Contributor, or will show all items of income and expense (operating and capital) incurred in connection with the consummation by the Contributor Contributor's ownership, operation, and management of the transactions contemplated by this AgreementProperty for the periods indicated and will be true, correct, and complete in all material respects. H. There exists and shall exist as of the Closing no monetary default under the Existing Loan and all payments due and payable under the Existing Loan on or before the Closing Date shall have been made. I. Except for the Service Contracts listed on Schedule 5 attached hereto, there are no service or maintenance contracts entered into by or on behalf of Contributors pertaining (z) All information set forth in any rent roll delivered to the Properties which may not be terminated upon not more than thirty (30) days' notice without payment of any penalty Partnership is or termination fee. The Contributors acknowledge that each of the representations made by them in this paragraph 17 and elsewhere in this Agreement is material to Buyer hereunder and, as such, it is a condition to Buyer's obligation to close hereunder, that such representations shall be true true, correct, and complete in all material respects as of its date. There are no leasing or other commissions due, nor will any become due, in connection with any lease, and no understanding or agreement with any party exists as to payment of any leasing commissions or fees regarding future leases or as to the Closing Dateprocuring of tenants. To Contributor's knowledge, no tenants have asserted any defenses or offsets to rent accruing after the date of Closing, no material default exists on the part of any tenant, and Contributor has not received any notice of any default or breach on the part of the landlord under any lease. A. Buyer expressly acknowledges that, except as expressly set forth in this Agreement, neither Contributors, nor any person acting on behalf (aa) The summary of Contributors, nor any person or entity which prepared or provided any of the materials heretofore or service contracts to be reviewed by Buyer in conducting its due diligence, nor any other Contributor Related Party has made any oral or written representations or warranties, whether expressed or implied, by operation of law or otherwise, with respect delivered to the PropertiesPartnership pursuant to this Agreement will be true, the zoning correct, and other laws, regulations and rules applicable thereto or the compliance by the Properties therewith, the revenues and expenses generated by or associated with the Properties, the leases, or otherwise relating to the Properties or the transactions contemplated herein. Buyer further acknowledges that, all materials which have been, or are heretofore, provided by any of the Contributor Related Parties are provided without any warranty or representation, expressed or implied as to their content, suitability for any purpose, accuracy, truthfulness or completeness and Buyer shall not have any recourse against Contributor or any of the other Contributor Related Parties in the event of any errors therein or omissions therefrom. Buyer is acquiring the Properties based solely on its own independent investigation and inspection of the Properties and not in reliance on any information provided by Contributors, or any of the other Contributor Related Parties, except for the representations expressly set forth herein. B. Buyer acknowledges and agrees that it is purchasing each Property "AS IS" and "WITH ALL FAULTS", based upon the condition of the Properties complete as of the date of this Agreement, reasonable wear and tear and, subject to the provisions of this Agreement, loss by condemnation or fire or other casualty exceptedits delivery. Buyer acknowledges and agrees that, except as expressly set forth herein, its obligations under this Agreement shall not be subject to any financing contingency or other contingencies or satisfaction of conditions. C. Any and all uses of the phrase "to the best of the To Contributor's knowledge" or , neither Contributor nor any other references to a Contributor's or the Contributor's knowledge in this Agreement shall mean the actual, present, conscious knowledge of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇ (the "Contributor Knowledge Individuals") as to a fact at the time given without investigation or inquiry. D. None of the representations or warranties of Contributors contained in this Agreement shall survive the Closing and each of such representations and warranties shall be merged into the Deeds delivered at Closing. E. The representations and warranties of Contributors set forth in this Agreement are subject to the following limitations: (i) Contributors do not represent or warrant that any particular Lease will be in force or effect as of the Closing or that the tenants will not be party is in default thereunder; and (ii) to the extent that Contributors have delivered or made available to Buyer, prior to the date of this Agreement, under any information with respect to the Properties or otherwise and such information contains provisions inconsistent with any of such representations and warranties, then such representations and warranties shall be deemed modified to conform to such provisionsservice contract. F. Notwithstanding anything to the contrary contained herein, each of the covenants, representations, warranties, and other obligations of the Contributors hereunder, are being made by each Contributor severally (but not jointly) and are being made by such Contributor solely to the extent of, and with respect to, the Property owned by such Contributor.

REPRESENTATIONS AND WARRANTIES OF CONTRIBUTOR. Each 5.1 In order to induce CRLP and Cali to perform as required hereunder, Contributor hereby warrants and represents the following: (a) Contributor is a duly organized and warrants validly existing limited liability company organized under the laws of the State of Delaware duly authorized to Buyer transact business in the State of New Jersey, has all requisite power and authority to execute and deliver this Agreement and all other documents and instruments to be executed and delivered by it hereunder, and to perform its obligations hereunder and under such other documents and instruments in order to sell the Property in accordance with the terms and conditions hereof. All necessary actions of the members of Contributor to confer such power and authority upon the persons executing this Agreement and all documents which are contemplated by this Agreement on its behalf have been taken. (b) This Agreement, when duly executed and delivered, will be the legal, valid and binding obligation of Contributor, enforceable in accordance with the terms of this Agreement. The performance by Contributor of its duties and obligations under this Agreement and the documents and instruments to be executed and delivered by it hereunder will not conflict with, or result in a breach of, or default under, any provision of any of the organizational documents of Contributor or any agreements, instruments, decrees, judgments, injunctions, orders, writs, laws, rules or regulations, or any determination or award of any court or arbitrator, to which Contributor is a party or by which its assets are or may be bound. (c) Annexed hereto as Schedule 5.1(c-i) a true, complete and correct schedule of all of the Leases. The Leases are valid and bona fide obligations of the landlord and Contributor has no knowledge that the Leases are not in full force and effect. Contributor has not received notice from any tenant claiming that it's lease is not its valid and bona fide obligation. No condition exists which, solely with the passage of time or the giving of notice or both, will become a material default under the Leases. The Leases constitute all of the leases, tenancies or occupancies affecting the Real Property on the date hereof, excluding any subleases, occupancies or tenancies created or allowed by any Tenants without Contributor's knowledge . All Tenants have commenced occupancy; there are no agreements which confer upon any Tenant or any other person or entity any rights with respect to Property. Except as provided in Schedule 5.1(c-ii), no Tenant is entitled now or in the future to any offset to its rent, nor is any Tenant currently asserting a concession, rebate, allowance or free rent for any period. (d) Annexed hereto as Schedule 5.1(d) (the "Rent Roll") is a true, complete and correct listing of the Leases, together with the following information: (i) the name of each Tenant; (ii) the fixed rent actually being collected; (iii) the expiration date or status of each Lease (including all rights or options to renew); (iv) the Security Deposit, if any; (v) whether there is any guaranty of a Tenant's obligations from a third party, and if so the nature of said guaranty; (vi) arrangements under which any Tenant is occupying space on the date hereof or will, in the future, occupy such space; (vii) any written notices given by any Tenant of an intention to vacate space in the future; (viii) the base year(s) and base year amounts for all items of rent or additional rent billed to each Tenant on that basis; and (ix) any arrearages of any Tenant. (e) Except as set forth on Schedule 5.1(e), Contributor has performed all of the material obligations and observed all of the covenants required of the landlord under the terms of the Leases. All work, alterations, improvements or installations required to be made by Contributor for or on behalf of all Tenants under the Leases prior to Closing have been or will, prior to Closing, be in all respects carried out, performed and complied with, and there is no agreement by or on behalf of Contributor with any Tenant for the performance of any work to be done after Closing except as set forth on Schedule 5.1(e). Contributor has no knowledge that any work has been performed at the Real Property which would require an amendment to the certificate of occupancy for which an amendment has not been obtained. Contributor has no knowledge that any and all work performed at the Real Property to the date hereof and as of Closing, that, with respect to the Property Closing Date has not been or Other Items owned by that Contributor and/or will not be in accordance with the relevant Existing Loan: A. There is no litigationrules, proceeding laws and regulations of all applicable authorities. All bills and claims for labor performed and materials furnished to or investigation pending, or to for the knowledge benefit of the Property by or on behalf of Contributor threatenedwill be paid in full by Contributor. (f) There are no Service Contracts (except for those set forth on Schedule 1.1(f)), against equipment leases, union contracts, employment agreements or other agreements affecting the Contributor that might affect or relate to the validity of this Agreement, any action taken or to be taken pursuant hereto, or the Property or the Other Items or any part or the operation thereof. True, whether or not fully covered accurate and complete copies of the Service Contracts have been initialed by insurance, except "slip and fall" and similar litigation covered by insurance, which shall remain Contributor's responsibility after Closingthe parties. B. To the best of Contributor's knowledge, the (g) Contributor has provided to Buyer copies of any notices received by Contributor regarding any violation of any lawCRLP with all reports including, ordinance, rule, regulation, code violation of, any law, ordinance, rule, regulation or code or condition in any approval or permit pursuant thereto (including without limitation, any zoning, sign, environmental, labor, safety, health the Environmental Documents (as hereinafter defined) in Contributor's possession or price or wage control, ordinance, rule, regulation or order of) applicable under its control relating to the ownership, development, operation or maintenance physical condition of the Property or Real Property, and all Books and Records necessary for CRLP to conduct its due diligence of the Other ItemsProperty. C. To the best of the Contributor's knowledge, there are no written leases affecting the Property with a term greater than one (1h) year. D. Contributor has not received written notice of: (i) any suits, investigations or judgments relating to any violations (including, without limitation, Environmental Laws (as hereinafter defined)) of any pending condemnation of laws, ordinances or regulations affecting the Real Property, or (ii) any violations or conditions that may give rise thereto, from any agency, board, bureau, commission, department, office or body of any municipal, county, state or federal governmental unit, or any subdivision thereof, having, asserting or acquiring jurisdiction over all or any part thereofof the Real Property or the management, operation, use or improvement thereof (collectively, the "Governmental Authorities") and there are no outstanding orders, judgments, injunctions, decrees, directives or writ of any plans for improvements which might result in a special assessment Governmental Authorities against or involving Contributor or the Real Property. E. Subject (i) Annexed hereto as Schedule 5.1(i) is a schedule of all leasing commission obligations which Contributor may have liability for affecting the Property. The respective obligations of Contributor and CRLP with respect to the approvals required from the parties identified said commissions are set forth in Section 15D8. (j) Contributor has not made a general assignment for the benefit of creditors, this Agreement has been duly authorizedfiled any voluntary petition in bankruptcy or suffered the filing of any involuntary petition by Contributor's creditors, executed and delivered by Contributor and constitutes suffered the appointment of a legal and binding obligation receiver to take possession of all, or substantially all, of such Contributor's assets, suffered the attachment or other judicial seizure of all, or substantially all, of such Contributor's assets, enforceable against Contributor admitted in accordance with writing its termsinability to pay its debts as they come due or made an offer of settlement, except as may be limited by bankruptcy and other laws affecting creditors' rights extension or composition to its creditors generally. F. Subject to receipt of Lender Approval, neither the entry into this Agreement, nor the carrying out of the transactions contemplated herein (k) Contributor has resulted or will result in any violation of, or be in conflict with, or result in the creation of, any mortgage, lien, encumbrance or charge paid all Taxes (other than those contemplated herebyas hereinafter defined) upon any of the properties or assets of the Contributor pursuant to, or constitute a default under, any certificate of incorporation, by-law, partnership agreement, or mortgage, indenture, contract, agreement, instrument, franchise, permit, judgment, decree, order, statute, rule or regulation applicable to the Contributor or the Property. G. Subject to the approvals required from the parties identified in Section 15D, to the best of the Contributor's knowledge, except for the Lender Approval and compliance with federal and state securities laws, no consent or approval by, or authorization of, or filing, registration or qualification with, any federal, state or local governmental authority, bureau, department or agency, or any corporation, person or other entity is required as of the Closing either for the execution, delivery or performance of this Agreement by the Contributor, or in connection with the consummation by the Contributor of the transactions contemplated by this Agreement. H. There exists and shall exist as of the Closing no monetary default under the Existing Loan and all payments due and payable under the Existing Loan on or before the Closing Date shall have been made. I. Except for the Service Contracts listed on Schedule 5 attached hereto, there are no service or maintenance contracts entered into by or on behalf of Contributors pertaining to the Properties which may not be terminated upon not more than thirty (30) days' notice without payment of any penalty or termination fee. The Contributors acknowledge that each of the representations made by them in this paragraph 17 and elsewhere in this Agreement is material to Buyer hereunder and, as such, it is a condition to Buyer's obligation to close hereunder, that such representations shall be true in all material respects as of the Closing Date. A. Buyer expressly acknowledges that, except as expressly set forth in this Agreement, neither Contributors, nor any person acting on behalf of Contributors, nor any person or entity which prepared or provided any of the materials heretofore or to be reviewed by Buyer in conducting its due diligence, nor any other Contributor Related Party has made any oral or written representations or warranties, whether expressed or implied, by operation of law or otherwise, with respect to the Properties, the zoning and other laws, regulations and rules applicable thereto or the compliance by the Properties therewith, the revenues and expenses generated by or associated with the Properties, the leases, or otherwise relating to the Properties or the transactions contemplated herein. Buyer further acknowledges that, all materials which have been, or are heretofore, provided by any of the Contributor Related Parties are provided without any warranty or representation, expressed or implied as to their content, suitability for any purpose, accuracy, truthfulness or completeness and Buyer shall not have any recourse against Contributor or any of the other Contributor Related Parties in the event of any errors therein or omissions therefrom. Buyer is acquiring the Properties based solely on its own independent investigation and inspection of the Properties and not in reliance on any information provided by Contributors, or any of the other Contributor Related Parties, except for the representations expressly set forth herein. B. Buyer acknowledges and agrees that it is purchasing each Property "AS IS" and "WITH ALL FAULTS", based upon the condition of the Properties as of the date of this Agreement, reasonable wear and tear andContributor shall pay all Taxes due and payable prior to Closing. Contributor has filed all returns and reports required to be filed for which claim could be made against the Property. "Taxes" means all federal, subject state, county, local, foreign and other taxes of any kind whatsoever (including, without limitation, income, profits, premium, estimated, excise, sales, use, occupancy, gross receipts, franchise, ad valorem, severance, capital levy, production, transfer, license, stamp, environmental, withholding, employment, unemployment compensation, payroll related and property taxes, import duties and other governmental charges or assessments), whether or not measured in whole or in part by net income, and including deficiencies, interest, additions to the provisions of this Agreementtax or interest, loss by condemnation or fire or other casualty excepted. Buyer acknowledges and agrees thatpenalties with respect thereto, except as expressly set forth herein, its obligations under this Agreement shall not be subject and including expenses associated with contesting any proposed adjustment related to any financing contingency or other contingencies or satisfaction of conditions. C. Any and all uses of the phrase "to the best of the Contributor's knowledge" or other references to a Contributor's or the Contributor's knowledge in this Agreement shall mean the actual, present, conscious knowledge of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇ (the "Contributor Knowledge Individuals") as to a fact at the time given without investigation or inquiryforegoing. D. None of the representations or warranties of Contributors contained in this Agreement shall survive the Closing and each of such representations and warranties shall be merged into the Deeds delivered at Closing. E. The representations and warranties of Contributors set forth in this Agreement are subject to the following limitations: (i) Contributors do not represent or warrant that any particular Lease will be in force or effect as of the Closing or that the tenants will not be in default thereunder; and (ii) to the extent that Contributors have delivered or made available to Buyer, prior to the date of this Agreement, any information with respect to the Properties or otherwise and such information contains provisions inconsistent with any of such representations and warranties, then such representations and warranties shall be deemed modified to conform to such provisions. F. Notwithstanding anything to the contrary contained herein, each of the covenants, representations, warranties, and other obligations of the Contributors hereunder, are being made by each Contributor severally (but not jointly) and are being made by such Contributor solely to the extent of, and with respect to, the Property owned by such Contributor.

REPRESENTATIONS AND WARRANTIES OF CONTRIBUTOR. Each Contributor represents makes the --------------------------------------------- following representations and warrants warranties to Buyer Operating Partnership and Company, all of which (except as otherwise designated) are true and correct in all material respects on the Agreement Date and shall be true and correct in all material respects as of the date hereof and as of the Closing, that, with respect to the Property or Other Items owned by that Contributor and/or the relevant Existing Loan: A. There (a) Contributor is no litigation, proceeding or investigation pending, or to duly organized and validly existing under the knowledge laws of the Contributor threatened, against or affecting the Contributor that might affect or relate to the validity state of this Agreement, any action taken or to be taken pursuant hereto, or the Property or the Other Items or any part or the operation thereof, whether or not fully covered by insurance, except "slip its organization and fall" and similar litigation covered by insurance, which shall remain Contributor's responsibility after Closing. B. To the best of Contributor's knowledge, the Contributor has provided to Buyer copies of any notices received by Contributor regarding any violation of any law, ordinance, rule, regulation, code violation of, any law, ordinance, rule, regulation or code or condition in any approval or permit pursuant thereto (including without limitation, any zoning, sign, environmental, labor, safety, health or price or wage control, ordinance, rule, regulation or order of) applicable to the ownership, development, operation or maintenance of the Property or the Other Items. C. To the best of the Contributor's knowledge, there are no written leases affecting the Property with a term greater than one (1) year. D. Contributor has not received written notice of any pending condemnation of the Property, or any part thereof, or of any plans for improvements which might result in a special assessment against the Property. E. Subject to the approvals required from the parties identified in Section 15D, this Agreement has been duly authorizedauthorized by all necessary and appropriate action to enter into this Agreement and to consummate the transactions contemplated hereby, executed and delivered the Manager of Contributor executing this Agreement on behalf of Contributor has been duly authorized by Contributor all necessary and constitutes appropriate action on behalf of Contributor. This Agreement is a legal valid and binding obligation of the Contributor, enforceable against Contributor in accordance with its terms, except as insofar enforceability may be limited affected by bankruptcy and other bankruptcy, insolvency or similar laws affecting creditors' creditor's rights generallygenerally and the availability of any particular equitable remedy. F. Subject to receipt of Lender Approval, neither (b) Neither the entry into this Agreement, execution nor the carrying out delivery of this Agreement nor the consummation of the transactions contemplated herein has resulted hereby nor fulfillment of or compliance with the terms and conditions hereof (a) conflict with or will result in any violation of, or be in conflict with, or result in the creation of, any mortgage, lien, encumbrance or charge (other than those contemplated hereby) upon a breach of any of the properties terms, conditions or assets provisions of (i) the Governing Documents of Contributor pursuant to, or constitute a default under, its Manager or (ii) any certificate of incorporation, by-law, partnership agreement, or mortgageorder, indenture, contract, agreement, instrument, franchise, permit, judgmentjudgement, decree, orderarbitration award, statute, rule regulation or regulation applicable instrument to the which Contributor is a party or the Property. G. Subject to the approvals required from the parties identified in Section 15Dby which it or its assets are bound, to the best or (b) constitutes or will constitute a breach, violation or default under any of the Contributor's knowledgeforegoing. No consent or approval, except authorization, order, regulation or qualification of any governmental entity or any other person is required for the Lender Approval execution and compliance with federal and state securities laws, no consent or approval by, or authorization of, or filing, registration or qualification with, any federal, state or local governmental authority, bureau, department or agency, or any corporation, person or other entity is required as of the Closing either for the execution, delivery or performance of this Agreement by the Contributor, or in connection with and the consummation by the Contributor of the transactions contemplated hereby by this AgreementContributor. H. There exists (c) Contributor acknowledges that the Preference Units have not been and shall exist as will not be registered or qualified under the Securities Act or any state securities laws and are offered in reliance upon an exemption from registration under Regulation D of the Closing no monetary default Securities Act and similar state law exceptions. The Preference Units to be received by Contributor hereunder and any Preferred Shares acquired in exchange therefor shall be held by Contributor for investment purposes only for its own account, and not with a view to or for sale in connection with any distribution of the Preference Units or such Preferred Shares, and Contributor acknowledges that the Preference Units and Preferred Shares cannot be sold or otherwise disposed of by the holders thereof unless they are subsequently registered under the Existing Loan Securities Act or pursuant to a exemption therefrom; and all payments due and payable under the Existing Loan on or before the Closing Date shall have been made. I. Except for the Service Contracts listed on Schedule 5 attached hereto, there are no service or maintenance contracts entered into by or on behalf of Contributors pertaining to the Properties which Preference Units may not be terminated upon not more than thirty (30) days' notice without payment sold, assigned or otherwise transferred except in compliance with the Agreement of any penalty or termination feeLimited Partnership. The Contributors acknowledge Contributor hereby acknowledges receipt of a copy of the Agreement of Limited Partnership and represents that each of it has reviewed same and understands the provisions thereof which have a bearing on the representations made by them in this paragraph 17 and elsewhere in this Agreement is material to Buyer hereunder and, as such, it is a condition to Buyer's obligation to close hereunder, that such representations shall be true in all material respects as of the Closing DatePARAGRAPH 7(c). A. Buyer expressly acknowledges that(d) Contributor has no contract, except as expressly set forth in this Agreementunderstanding, neither Contributors, nor any person acting on behalf of Contributors, nor agreement or arrangement with any person or entity which prepared to sell, transfer or provided any of the materials heretofore grant a participation to such person or to be reviewed by Buyer in conducting its due diligence, nor entity or any other Contributor Related Party has made any oral person or written representations or warranties, whether expressed or implied, by operation of law or otherwiseentity, with respect to any or all of the PropertiesPreference Units it will receive in accordance with the provisions hereof or any Preferred Shares to be acquired in exchange therefor. (e) Contributor is an "accredited investor" within the meaning of Regulation D under the Securities Act and has knowledge and experience in financial and business matters such that it is capable of evaluating the merits and risks of receiving and owning the Preference Units and Contributor is able to bear the economic risk of such ownership. (f) No part of the funds to be used by Contributor to purchase the Preference Units constitutes "plan assets", as defined in Department of Labor Regulation Section 2510.3-101 (29 C.F.R. 2510.3-101), of any "employee benefit plan", as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") or individual retirement account or plan which is subject to Section 4975 of the Code (collectively, a "Benefit Plan") or of any account or entity whose underlying assets constitute "plan assets" of a Benefit Plan by reason of the Benefit Plan's investment in the account or entity. Contributor is not an employee benefit plan subject to ERISA or Section 4975 of the Code. (g) In making this investment, Contributor is relying upon the advice of its own personal, legal and tax advisors with respect to the tax and other aspects of an investment in Operating Partnership. (h) There has been made available to Contributor and its respective advisors the opportunity to ask questions of, and receive answers from, Operating Partnership and Company concerning the terms and conditions of the investment in the Preference Units, and to obtain Company's Registration Statement filed with the Securities and Exchange Commission on Form S-11, the zoning Agreement of Limited Partnership, and any additional information, to the extent that any of them possess such information, or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of the information given to it, or to otherwise make an informed investment decision, and that Contributor has had an opportunity to consult with counsel and other lawsadvisers about the investment in the Preference Units, regulations and rules applicable thereto or the compliance that all material documents, records and books pertaining to such investment have, on request, been made available to Contributor and its respective advisors. Contributor has reviewed Company's Registration Statement, referenced above, and any other documents filed by the Properties therewithCompany since January 1, the revenues and expenses generated by or associated 1997 in accordance with the Properties, the leases, or otherwise relating to the Properties or the transactions contemplated herein. Buyer further acknowledges that, all materials which have been, or are heretofore, provided by any requirements of the Contributor Related Parties are provided without Exchange Act of 1934, including any warranty business plans or representation, expressed strategies of Company or implied as to their content, suitability for any purpose, accuracy, truthfulness or completeness and Buyer shall not have any recourse against of Operation Partnership set forth therein. (i) None of Contributor or any of the other Contributor Related Parties its advisors, including ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co., is aware of or has engaged in the event any form of any errors therein general solicitation or omissions therefrom. Buyer is acquiring the Properties based solely on its own independent investigation and inspection advertising with respect to sales of the Properties Preference Units, including (i) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio; and not in reliance on (ii) any information provided seminar or meeting whose attendees were invited by Contributors, any general solicitation or any of the other Contributor Related Parties, except for the representations expressly set forth hereingeneral advertising. B. Buyer acknowledges (j) Contributor shall accept an interest in a global certificate representing the Preference Units with the following legends appearing thereon: THE PARTNERSHIP UNITS REPRESENTED BY THIS CERTIFICATE OR INSTRUMENT MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE PROVISIONS OF THE PARTNERSHIP AGREEMENT (A COPY OF WHICH IS ON FILE WITH THE OPERATING PARTNERSHIP). EXCEPT AS OTHERWISE PROVIDED IN THE PARTNERSHIP AGREEMENT, NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE PARTNERSHIP UNITS REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR (B) IF THE OPERATING PARTNERSHIP HAS BEEN FURNISHED WITH A SATISFACTORY OPINION OF COUNSEL FOR THE HOLDER OF THE PARTNERSHIP UNITS REPRESENTED BY THIS CERTIFICATE OR OTHER EVIDENCE SATISFACTORY TO THE OPERATING PARTNERSHIP THAT SUCH TRANSFER, SALE ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION IS EXEMPT FROM THE PROVISIONS OF SECTION 5 OF THE ACT AND THE RULES AND REGULATIONS IN EFFECT THEREUNDER. Contributor and agrees that it is purchasing each Property "AS IS" and "WITH ALL FAULTS", based upon the condition Manager of the Properties as of the date of this Agreement, reasonable wear and tear and, subject to the provisions of this Agreement, loss by condemnation or fire or other casualty excepted. Buyer acknowledges and agrees that, except as Contributor hereby expressly set forth herein, its obligations under this Agreement shall not be subject to any financing contingency or other contingencies or satisfaction of conditions. C. Any and all uses of the phrase "to the best of the Contributor's knowledge" or other references to a Contributor's or the Contributor's knowledge in this Agreement shall mean the actual, present, conscious knowledge of permit ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Ingersoll, as counsel to Company, and ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, as counsel to Company and Operating Partnership, to rely upon representations and warranties set forth above as if such representations and warranties were made by Contributor and Manager of Contributor directly to ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ (the "Contributor Knowledge Individuals") as to a fact at the time given without investigation or inquiry& Ingersoll and ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇. D. None of the representations or warranties of Contributors contained in this Agreement shall survive the Closing and each of such representations and warranties shall be merged into the Deeds delivered at Closing. E. The representations and warranties of Contributors set forth in this Agreement are subject to the following limitations: (i) Contributors do not represent or warrant that any particular Lease will be in force or effect as of the Closing or that the tenants will not be in default thereunder; and (ii) to the extent that Contributors have delivered or made available to Buyer, prior to the date of this Agreement, any information with respect to the Properties or otherwise and such information contains provisions inconsistent with any of such representations and warranties, then such representations and warranties shall be deemed modified to conform to such provisions. F. Notwithstanding anything to the contrary contained herein, each of the covenants, representations, warranties, and other obligations of the Contributors hereunder, are being made by each Contributor severally (but not jointly) and are being made by such Contributor solely to the extent of, and with respect to, the Property owned by such Contributor.

REPRESENTATIONS AND WARRANTIES OF CONTRIBUTOR. Each Contributor represents makes --------------------------------------------- the following representations and warrants warranties to Buyer Operating Partnership and Company, all of which (except as otherwise designated) are true and correct in all material respects on the Agreement Date and shall be true and correct in all material respects as of the date hereof and as of the Closing, that, with respect to the Property or Other Items owned by that Contributor and/or the relevant Existing Loan: A. There (a) Contributor is no litigation, proceeding or investigation pending, or to duly organized and validly existing under the knowledge laws of the Contributor threatened, against or affecting the Contributor that might affect or relate to the validity state of this Agreement, any action taken or to be taken pursuant hereto, or the Property or the Other Items or any part or the operation thereof, whether or not fully covered by insurance, except "slip its organization and fall" and similar litigation covered by insurance, which shall remain Contributor's responsibility after Closing. B. To the best of Contributor's knowledge, the Contributor has provided to Buyer copies of any notices received by Contributor regarding any violation of any law, ordinance, rule, regulation, code violation of, any law, ordinance, rule, regulation or code or condition in any approval or permit pursuant thereto (including without limitation, any zoning, sign, environmental, labor, safety, health or price or wage control, ordinance, rule, regulation or order of) applicable to the ownership, development, operation or maintenance of the Property or the Other Items. C. To the best of the Contributor's knowledge, there are no written leases affecting the Property with a term greater than one (1) year. D. Contributor has not received written notice of any pending condemnation of the Property, or any part thereof, or of any plans for improvements which might result in a special assessment against the Property. E. Subject to the approvals required from the parties identified in Section 15D, this Agreement has been duly authorizedauthorized by all necessary and appropriate action to enter into this Agreement and to consummate the transactions contemplated hereby, executed and delivered the Manager of Contributor executing this Agreement on behalf of Contributor has been duly authorized by Contributor all necessary and constitutes appropriate action on behalf of Contributor. This Agreement is a legal valid and binding obligation of the Contributor, enforceable against Contributor in accordance with its terms, except as insofar enforceability may be limited affected by bankruptcy and other bankruptcy, insolvency or similar laws affecting creditors' creditor's rights generallygenerally and the availability of any particular equitable remedy. F. Subject to receipt of Lender Approval, neither (b) Neither the entry into this Agreement, execution nor the carrying out delivery of this Agreement nor the consummation of the transactions contemplated herein has resulted hereby nor fulfillment of or compliance with the terms and conditions hereof (a) conflict with or will result in any violation of, or be in conflict with, or result in the creation of, any mortgage, lien, encumbrance or charge (other than those contemplated hereby) upon a breach of any of the properties terms, conditions or assets provisions of (i) the Governing Documents of Contributor pursuant to, or constitute a default under, its Manager or (ii) any certificate of incorporation, by-law, partnership agreement, or mortgageorder, indenture, contract, agreement, instrument, franchise, permit, judgmentjudgement, decree, orderarbitration award, statute, rule regulation or regulation applicable instrument to the which Contributor is a party or the Property. G. Subject to the approvals required from the parties identified in Section 15Dby which it or its assets are bound, to the best or (b) constitutes or will constitute a breach, violation or default under any of the Contributor's knowledgeforegoing. No consent or approval, except authorization, order, regulation or qualification of any governmental entity or any other person is required for the Lender Approval execution and compliance with federal and state securities laws, no consent or approval by, or authorization of, or filing, registration or qualification with, any federal, state or local governmental authority, bureau, department or agency, or any corporation, person or other entity is required as of the Closing either for the execution, delivery or performance of this Agreement by the Contributor, or in connection with and the consummation by the Contributor of the transactions contemplated hereby by this AgreementContributor. H. There exists (c) Contributor acknowledges that the Preference Units have not been and shall exist as will not be registered or qualified under the Securities Act or any state securities laws and are offered in reliance upon an exemption from registration under Regulation D of the Closing no monetary default Securities Act and similar state law exceptions. The Preference Units to be received by Contributor hereunder and any Preferred Shares acquired in exchange therefor shall be held by Contributor for investment purposes only for its own account, and not with a view to or for sale in connection with any distribution of the Preference Units or such Preferred Shares, and Contributor acknowledges that the Preference Units and Preferred Shares cannot be sold or otherwise disposed of by the holders thereof unless they are subsequently registered under the Existing Loan Securities Act or pursuant to a exemption therefrom; and all payments due and payable under the Existing Loan on or before the Closing Date shall have been made. I. Except for the Service Contracts listed on Schedule 5 attached hereto, there are no service or maintenance contracts entered into by or on behalf of Contributors pertaining to the Properties which Preference Units may not be terminated upon not more than thirty (30) days' notice without payment sold, assigned or otherwise transferred except in compliance with the Agreement of any penalty or termination feeLimited Partnership. The Contributors acknowledge Contributor hereby acknowledges receipt of a copy of the Agreement of Limited Partnership and represents that each of it has reviewed same and understands the provisions thereof which have a bearing on the representations made by them in this paragraph 17 and elsewhere in this Agreement is material to Buyer hereunder and, as such, it is a condition to Buyer's obligation to close hereunder, that such representations shall be true in all material respects as of the Closing DatePARAGRAPH 7(c). A. Buyer expressly acknowledges that(d) Contributor has no contract, except as expressly set forth in this Agreementunderstanding, neither Contributors, nor any person acting on behalf of Contributors, nor agreement or arrangement with any person or entity which prepared to sell, transfer or provided any of the materials heretofore grant a participation to such person or to be reviewed by Buyer in conducting its due diligence, nor entity or any other Contributor Related Party has made any oral person or written representations or warranties, whether expressed or implied, by operation of law or otherwiseentity, with respect to any or all of the PropertiesPreference Units it will receive in accordance with the provisions hereof or any Preferred Shares to be acquired in exchange therefor. (e) Contributor is an "accredited investor" within the meaning of Regulation D under the Securities Act and has knowledge and experience in financial and business matters such that it is capable of evaluating the merits and risks of receiving and owning the Preference Units and Contributor is able to bear the economic risk of such ownership. (f) No part of the funds to be used by Contributor to purchase the Preference Units constitutes "plan assets", as defined in Department of Labor Regulation Section 2510.3-101 (29 C.F.R. 2510.3-101), of any "employee benefit plan", as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") or individual retirement account or plan which is subject to Section 4975 of the Code (collectively, a "Benefit Plan") or of any account or entity whose underlying assets constitute "plan assets" of a Benefit Plan by reason of the Benefit Plan's investment in the account or entity. Contributor is not an employee benefit plan subject to ERISA or Section 4975 of the Code. (g) In making this investment, Contributor is relying upon the advice of its own personal, legal and tax advisors with respect to the tax and other aspects of an investment in Operating Partnership. (h) There has been made available to Contributor and its respective advisors the opportunity to ask questions of, and receive answers from, Operating Partnership and Company concerning the terms and conditions of the investment in the Preference Units, and to obtain Company's Registration Statement filed with the Securities and Exchange Commission on Form S-11, the zoning Agreement of Limited Partnership, and any additional information, to the extent that any of them possess such information, or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of the information given to it, or to otherwise make an informed investment decision, and that Contributor has had an opportunity to consult with counsel and other lawsadvisers about the investment in the Preference Units, regulations and rules applicable thereto or the compliance that all material documents, records and books pertaining to such investment have, on request, been made available to Contributor and its respective advisors. Contributor has reviewed Company's Registration Statement, referenced above, and any other documents filed by the Properties therewithCompany since January 1, the revenues and expenses generated by or associated 1997 in accordance with the Properties, the leases, or otherwise relating to the Properties or the transactions contemplated herein. Buyer further acknowledges that, all materials which have been, or are heretofore, provided by any requirements of the Contributor Related Parties are provided without Securities Act of 1934, including any warranty business plans or representation, expressed strategies of Company or implied as to their content, suitability for any purpose, accuracy, truthfulness or completeness and Buyer shall not have any recourse against of Operation Partnership set forth therein. (i) None of Contributor or any of the other Contributor Related Parties its advisors, including ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co., is aware of or has engaged in the event any form of any errors therein general solicitation or omissions therefrom. Buyer is acquiring the Properties based solely on its own independent investigation and inspection advertising with respect to sales of the Properties and not Preference Units, including (i) any advertisement, article, notice or other communication published in reliance on any information provided newspaper, magazine or similar media or broadcast over television or radio; and (ii) any seminar or meeting whose attendees were invited by Contributors, any general solicitation or any of the other Contributor Related Parties, except for the representations expressly set forth hereingeneral advertising. B. Buyer acknowledges (j) Contributor shall accept an interest in a global certificate representing the Preference Units with the following legends appearing thereon: THE PARTNERSHIP UNITS REPRESENTED BY THIS CERTIFICATE OR INSTRUMENT MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE PROVISIONS OF THE PARTNERSHIP AGREEMENT (A COPY OF WHICH IS ON FILE WITH THE OPERATING PARTNERSHIP). EXCEPT AS OTHERWISE PROVIDED IN THE PARTNERSHIP AGREEMENT, NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE PARTNERSHIP UNITS REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR (B) IF THE OPERATING PARTNERSHIP HAS BEEN FURNISHED WITH A SATISFACTORY OPINION OF COUNSEL FOR THE HOLDER OF THE PARTNERSHIP UNITS REPRESENTED BY THIS CERTIFICATE OR OTHER EVIDENCE SATISFACTORY TO THE OPERATING PARTNERSHIP THAT SUCH TRANSFER, SALE ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION IS EXEMPT FROM THE PROVISIONS OF SECTION 5 OF THE ACT AND THE RULES AND REGULATIONS IN EFFECT THEREUNDER. Contributor and agrees that it is purchasing each Property "AS IS" and "WITH ALL FAULTS", based upon the condition Manager of the Properties as of the date of this Agreement, reasonable wear and tear and, subject to the provisions of this Agreement, loss by condemnation or fire or other casualty excepted. Buyer acknowledges and agrees that, except as Contributor hereby expressly set forth herein, its obligations under this Agreement shall not be subject to any financing contingency or other contingencies or satisfaction of conditions. C. Any and all uses of the phrase "to the best of the Contributor's knowledge" or other references to a Contributor's or the Contributor's knowledge in this Agreement shall mean the actual, present, conscious knowledge of permit ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Ingersoll, as counsel to Company, and ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, as counsel to Company and Operating Partnership, to rely upon representations and warranties set forth above as if such representations and warranties were made by Contributor and Manager of Contributor directly to ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ (the "Contributor Knowledge Individuals") as to a fact at the time given without investigation or inquiry& Ingersoll and ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇. D. None of the representations or warranties of Contributors contained in this Agreement shall survive the Closing and each of such representations and warranties shall be merged into the Deeds delivered at Closing. E. The representations and warranties of Contributors set forth in this Agreement are subject to the following limitations: (i) Contributors do not represent or warrant that any particular Lease will be in force or effect as of the Closing or that the tenants will not be in default thereunder; and (ii) to the extent that Contributors have delivered or made available to Buyer, prior to the date of this Agreement, any information with respect to the Properties or otherwise and such information contains provisions inconsistent with any of such representations and warranties, then such representations and warranties shall be deemed modified to conform to such provisions. F. Notwithstanding anything to the contrary contained herein, each of the covenants, representations, warranties, and other obligations of the Contributors hereunder, are being made by each Contributor severally (but not jointly) and are being made by such Contributor solely to the extent of, and with respect to, the Property owned by such Contributor.

REPRESENTATIONS AND WARRANTIES OF CONTRIBUTOR. Each Contributor represents and warrants to Buyer as of the date hereof and as of Closing, thatA. Contributor, with respect to the Property or Other Items owned by Owner in which Contributor owns LP Interests, represents and warrants to the Partnership that Contributor and/or the relevant Existing Loanfollowing are true, complete and correct as of the date of this Agreement: A. There (i) Except for the that certain action filed against Contributor in the Court of Chancery of the State of Delaware on February 13, 2004, there is no litigationmaterial action, proceeding or investigation pendingpending or, or to the knowledge of the Contributor threatened, against or affecting the Contributor that might affect or relate to the validity of this Agreement, any action taken or to be taken pursuant hereto, or the Property or the Other Items or any part or the operation thereof, whether or not fully covered by insurance, except "slip and fall" and similar litigation covered by insurance, which shall remain Contributor's responsibility after Closing. B. To the best of Contributor's knowledge, threatened against Contributor, the Property Owner or the Individual Property before any court or governmental department, commission, board, agency or instrumentality, and Contributor does not know of any basis for any such action, proceeding or investigation. (ii) Contributor has provided to Buyer copies not received from any governmental authority any notice of any notices received by Contributor regarding any material violation of any zoning, building, fire or health code or any other law, ordinance, rule, regulation, code violation of, any law, ordinance, rule, rule or regulation or code or condition in any approval or permit pursuant thereto (including without limitation, any zoning, sign, environmental, labor, safety, health or price or wage control, ordinance, rule, regulation or order of) applicable to the ownership, development, operation or maintenance of the Property or the Other Items. C. To the best of the Contributor's knowledge, there are no written leases affecting the Property with a term greater than one (1) year. D. Contributor has not received written notice of any pending condemnation of the Individual Property, or any part thereof, of which the Partnership has not been notified. (iii) Contributor is duly organized, validly existing, qualified and empowered to conduct its business, and has full power and authority to enter into and fully perform and comply with the terms of this Agreement. Neither the execution and delivery of this Agreement nor its performance will conflict with or result in the breach of any plans for improvements contract, agreement, law, ordinance, rule or regulation to which might result in Contributor is a special assessment against party or by which Contributor is bound, or give rise to a right, not waived on or before the PropertyClosing, to accelerate the maturity of an obligation secured by the applicable existing financing which encumbers any of the Individual Properties. E. Subject (iv) To Contributor's knowledge, without independent inquiry or investigation, there is no plan, study or effort by any governmental authority or agency which in any way affects or would affect the present use or zoning of the Individual Property, and there is no existing, proposed or contemplated plan to widen, modify or realign any street or highway or any existing, proposed or contemplated eminent domain proceedings that would affect the Individual Property in any way whatsoever. (v) Each of the Property Owners has good and marketable fee simple title to its respective Individual Properties (except for the Southern Comfort Property, the Weslaco Property, the Mercedes Property and the Tahoe Property (collectively, the "Ground Lease Properties") with respect to which the respective Property Owner owns good and marketable title subject to the approvals required from applicable ground leases and (B) the parties identified in Section 15DPort Charlotte Property, this Agreement has been duly authorizedthe Encore Harlingen Property, executed the Sunburst Harlingen Property, the Port ▇▇▇▇▇▇ Property, the Vero Beach Property and delivered by Contributor the Daytona Beach Property with respect to which the respective Property Owner owns an indirect interest)), free and constitutes a legal clear of all liens, claims and binding obligation of the Contributor, enforceable against Contributor in accordance with its termsencumbrances, except as may be limited by bankruptcy exist in favor of the lenders with respect to those certain respective loan agreements, notes and other laws affecting creditors' rights generallymortgages or deeds of trust (the "Existing Loan Documents") evidencing various mortgage and/or mezzanine loans in the outstanding principal amounts listed on Exhibit C (the "Existing Loans"). Contributor has in its possession an ALTA Form B (1970) Owner's Title Insurance Policy (or ground lessee's policy for the Ground Lease Properties) issued in the name of the applicable Property Owner with respect to each of the Individual Properties. At the Partnership's request, Contributor shall cause such title policies to contain a non-imputation endorsement with respect to the applicable Property Owner, and in the event that said non-imputation endorsement is not available in the state in which an Individual Property is located, Contributor shall deliver on behalf of the applicable Property Owner a Non-Imputation Affidavit in the form attached hereto as Exhibit D ("Non-Imputation Affidavit"). None of the Property Owners will own any direct or indirect interest in any entity which is taxable as a corporation under the Internal Revenue Code of 1986, as amended (the "Code") as of March 30, 2004. F. Subject (vi) Copies of all existing Individual Property Leases have been previously delivered to receipt of Lender Approvalthe Partnership, neither the entry into this Agreementand such copies are true, nor the carrying out complete and correct. Each of the transactions contemplated herein has resulted Individual Property Leases is in effect, was the result of arm's-length negotiation, and the rights of each lessee thereunder are as tenants only. No commissions to any broker or leasing agent are due or will result in any violation of, or be in conflict with, or result in the creation of, any mortgage, lien, encumbrance or charge (other than those contemplated hereby) upon become due on account of any of the properties Individual Property Leases or assets upon extension or renewal of the Contributor original term thereof or upon the leasing of additional space at the Individual Property, whether or not pursuant to, or constitute a default under, any certificate of incorporation, by-law, partnership agreement, or mortgage, indenture, contract, agreement, instrument, franchise, permit, judgment, decree, order, statute, rule or regulation applicable to an option contained in such Individual Property Lease. (vii) With respect to the Contributor or the Property. G. Subject to the approvals required from the parties identified in Section 15D, to the best of the Contributor's knowledge, except for the Lender Approval and compliance with federal and state securities laws, no consent or approval by, or authorization of, or filing, registration or qualification with, any federal, state or local governmental authority, bureau, department or agency, Individual Property or any corporationpart thereof, person there are no unpaid taxes, fees or other entity is assessments of any kind or nature whatsoever that are delinquent or otherwise due and payable. All fees and expenses required as of the Closing either for the execution, delivery or performance of this Agreement by the Contributor, or to be paid in connection with the consummation by the Contributor development and zoning of the transactions contemplated by this Agreement. H. There exists and shall exist as of the Closing no monetary default under the Existing Loan and all payments due and payable under the Existing Loan on or before the Closing Date shall Individual Property have been made. I. Except for the Service Contracts listed on Schedule 5 attached hereto, paid in full and there are no service agreements with governmental or maintenance contracts entered into by quasi-governmental authorities, agencies or on behalf of Contributors pertaining utilities with respect to the Properties Individual Property or any portion thereof which may not would bind the Individual Property following the Closing. (viii) All financial information about the Individual Property heretofore or hereafter furnished by Contributor to the Partnership (including, without limitation, the operating statements to be terminated upon not more than thirty (30provided to the Partnership pursuant to Section 5(A)(v) days' notice without payment of any penalty or termination fee. The Contributors acknowledge that each of the representations made by them in this paragraph 17 below) is and elsewhere in this Agreement is material to Buyer hereunder and, as such, it is a condition to Buyer's obligation to close hereunder, that such representations shall be true true, complete and correct in all material respects as of the Closing Date. A. Buyer expressly acknowledges that, except as expressly set forth in this Agreement, neither Contributors, nor any person acting on behalf of Contributors, nor any person or entity which prepared or provided any date therein specified and shall present fairly the financial condition of the materials heretofore or to be reviewed by Buyer in conducting its due diligence, nor any other Contributor Related Party has made any oral or written representations or warranties, whether expressed or implied, by operation of law or otherwiseIndividual Property and, with respect to projections, shall be based upon the Propertiesbest information available to Contributor at the time when first delivered to the Partnership. (ix) The transactions contemplated by this Agreement are the result of an unsolicited offer within the meaning of Section 723.071, Florida Statutes. (x) To Contributor's knowledge, and without independent inquiry or investigation, there are no Hazardous Materials (as such term is hereinafter defined) on, in or under the Individual Property, and the Individual Property has never been used to generate, treat, store, dispose of, transport or in any manner deal with Hazardous Materials. For purposes of this Agreement, the zoning term Hazardous Materials shall include hazardous substances as defined by the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (42 U.S.C. Section 9601, et seq.), petroleum and petroleum products and any other lawshazardous or toxic materials, substances or wastes regulated under any federal, state or local laws or regulations and rules applicable thereto relating to protection of heath, safety or the compliance environment. There is excepted from the foregoing any Hazardous Materials used, kept, stored or transported upon the Individual Property in accordance with requirements of law and in the ordinary course of the applicable Property Owner's operation of its business upon the Individual Property. (xi) Except as disclosed in writing to the Partnership by the Properties therewithContributor, the revenues ground leases for the Ground Lease Properties are in full force and expenses generated effect and there are no defaults thereunder or conditions which the giving of notice would rise to an event of default and the transaction contemplated by this Agreement will not cause a default under any of the ground leases for the Ground Lease Properties. Contributor has delivered to the Partnership full, complete and accurate copies of the ground leases for the Ground Lease Properties. (xii) Except as disclosed in writing to the Partnership by Contributor, the Existing Loan Documents are in full force and effect and there are no defaults thereunder or associated conditions which the giving of notice would rise to an event of default thereunder. Contributor has delivered to the Partnership full, complete and accurate copies of the Existing Loan Documents. (xiii) Exhibits E-1 through E-16, respectively (as applicable), set forth (a) the issued and outstanding partnership or membership interests of each Property Owner, (b) the capital contributions made by Contributor to each Property Owner, and (c) the capital account balances of Contributor in each Property Owner. (xiv) Contributor has previously delivered to the Partnership the following financial statements of each Property Owner (the "Financial Statements"): (a) the unaudited balance sheet of such Property Owner as of December 31 for each of the years 2002 and 2003, and the related unaudited statements of income and cash flows for each of such fiscal years then ended (the most recent of which, the "Balance Sheet"), and (b) an unaudited balance sheet of such Property Owner as of __________, 2004 (the "Interim Balance Sheet") and the related unaudited statements of income and cash flows for the three months then ended, including, in each case, any notes thereto. Each of the Financial Statements is consistent with the Propertiesbooks and records of such Property Owner (which, in turn, are accurate and complete in all material respects) and fairly presents such Property Owner's financial condition, assets and liabilities as of its respective date and the results of operations and cash flows for the period related thereto. The Financial Statements utilize the accrual method of accounting consistent with the method utilized to prepare the relevant tax return of each Property Owner. The Interim Balance Sheet utilizes the cash method of accounting. (xv) Contributor is, and on the Closing Date will be, the leasessole record and beneficial owner and holder of the LP Interests, and have good and marketable title to the LP Interests, free and clear of all liens, claims and encumbrances. Each New GP Entity is, and on the Closing Date will be, the sole record and beneficial owner and holder of its respective GP Interests, and has good and marketable title to its respective GP Interests, free and clear of all liens, claims and encumbrances, except as may exist in favor of the lenders with respect to the Existing Loan Documents. Upon consummation of the transactions contemplated hereby, the Partnership, together with its designees, will be vested with good and marketable title to all of the outstanding equity securities of the Property Owners free and clear of all liens, claims and encumbrances, except as may exist in favor of the lenders with respect to the Existing Loan Documents. There are no contracts or otherwise other agreements relating to the Properties issuance, sale or transfer of any equity securities, phantom stock or appreciation rights, profit participation, or other securities (whether or not convertible) of the transactions contemplated herein. Buyer further acknowledges thatProperty Owner, including options, warrants, puts or calls, all materials of which will have beenbeen canceled, terminated or expired at no expense to the Property Owner on or before the Closing. No Property Owner (other than LEMB LP, LEMB II LP and NHC-CA4 LP) has owned, owns, or has a contract to acquire, any equity securities or other securities of any entity or any direct or indirect equity or ownership interest in any other business. There are heretofore, currently existing no preemptive rights with respect to any Interests nor have any Interests been issued in violation of then existing preemptive rights. Each Property Owner shall have the election provided by any for in Section 754 of the Code in place when Contributor Related Parties acquires the sole limited partner interest of the Property Owner and when each New GP Entity acquires the sole general partner interest of the applicable Property Owner. (xvi) Each Property Owner has no material liabilities or obligations of any nature (whether known or unknown and whether absolute, accrued, contingent or otherwise) other than (a) liabilities or obligations specifically reflected or reserved against in the Financial Statements, (b) current liabilities incurred in the ordinary course of business since the date of the Balance Sheet and (c) obligations under executory contracts that are provided without any to be performed in the ordinary course of business and are apparent from the plain reading of such contracts. None of the matters described in clauses (a) through (c) hereof is a liability resulting from a breach of contract, breach of warranty, tort, infringement or claim or proceeding. (xvii) No representation or warranty or representation, expressed or implied as to their content, suitability for any purpose, accuracy, truthfulness or completeness and Buyer shall not have any recourse against of Contributor in this Agreement or any of the other Contributor Related Parties Schedules or Exhibits attached hereto omits to state a material fact necessary to make the statements herein or therein, in the event of any errors therein or omissions therefrom. Buyer is acquiring the Properties based solely on its own independent investigation and inspection light of the Properties and circumstances in which they were made, not in reliance on any information provided by Contributors, or any of the other Contributor Related Parties, except for the representations expressly set forth hereinmisleading. B. Buyer acknowledges (xviii) No Property Owner currently has any employees. (xix) Each Property Owner has duly filed all federal, state, county and agrees that municipal income, excise and other tax returns required to be filed by it is purchasing each Property "AS IS" and "WITH ALL FAULTS", based upon the condition of the Properties as of the date of this Agreement, reasonable wear and tear and, subject to the provisions of this Agreement, loss by condemnation or fire or other casualty excepted. Buyer acknowledges and agrees that, except as expressly set forth herein, its obligations under this Agreement shall not be subject to any financing contingency or other contingencies or satisfaction of conditions. C. Any (xx) All federal, state, county and all uses municipal taxes and assessments and other governmental or quasi-governmental levies of the phrase "any kind relating to the best of the Contributor's knowledge" or other references to a Contributor's or the Contributor's knowledge in this Agreement shall mean the actual, present, conscious knowledge of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇ (the "Contributor Knowledge Individuals") as to a fact at the time given without investigation or inquiry. D. None of the representations or warranties of Contributors contained in this Agreement shall survive the Closing and each of such representations and warranties shall be merged into the Deeds delivered at Closing. E. The representations and warranties of Contributors set forth in this Agreement are subject to the following limitations: (i) Contributors do not represent or warrant Property Owner that any particular Lease will be in force or effect as of the Closing or that the tenants will not be in default thereunder; and (ii) to the extent that Contributors have delivered or made available to Buyer, become due for payment prior to the date of this Agreement, Agreement have been paid or shall be paid in full by the Property Owner together with any information with respect interest and penalties thereon prior to the Properties or otherwise and such information contains provisions inconsistent with any of such representations and warranties, then such representations and warranties shall be deemed modified to conform to such provisionsClosing. F. Notwithstanding anything (xxi) Subject to the contrary contained hereintruth and accuracy of the representations of investors, if any, obtained by Contributor or Property Owner, each offer, sale and issuance of equity interests by Contributor or such Property Owner was or is exempt from the registration requirements of the covenantsSecurities Act of 1933, representations, warrantiesas amended, and other obligations all applicable state securities laws, and Contributor and Property Owner has complied with, and is currently in compliance with, in all material respects, all applicable federal and state securities laws. (xxii) The statements set forth in the Recitals are true and correct. (A) The aggregate amount of all Cash held by all Property Owners and all Cash held the "Property Owners" (as defined in the Contribution and Assignment Agreement dated as of the Contributors hereunderdate hereof by and among Contributor, are being made by each Contributor severally MHC-Encore Holdings, L.L.C., and the other parties party thereto)(the "Other Property Owners") is not less than $5,500,000 and (but not jointlyB) the aggregate amount of the non-mortgage debt liabilities, mezzanine debt liabilities and are being made by such Contributor solely to the extent ground rent obligations of, and with respect or relating to, the Properties held, directly or indirectly, by the Property owned by such ContributorOwners and the Other Property Owners does not exceed $9,800,000.

REPRESENTATIONS AND WARRANTIES OF CONTRIBUTOR. Each Contributor hereby represents and warrants to Buyer the Partnership that the following representations are true and correct as of the date hereof hereof, and shall be true and correct at and as of Closing, that, with respect to the Property or Other Items owned by that Contributor and/or the relevant Existing LoanClosing Date as though such representations and warranties were made at such time: A. There (a) Contributor is no litigationan "accredited investor" (as such term is defined in Rule 501 of Regulation D under the Securities Act, proceeding or investigation pending, or to the knowledge text of which is set forth on Schedule II hereto). (b) Contributor is a citizen of the United States and is at least 21 years of age, and the offer to purchase Common Units hereunder was made by the Partnership and accepted by Contributor threatened, against or affecting within the United States. (c) Contributor that might affect or relate has full power and authority to the validity of execute and deliver this Agreement, any action taken or to be taken pursuant hereto, or the Property or the Other Items or any part or the operation thereof, whether or not fully covered perform its obligations hereunder and such actions by insurance, except "slip and fall" and similar litigation covered Contributor have been duly authorized by insurance, which shall remain Contributor's responsibility after Closingall requisite action. B. To (d) This Agreement and all other documents required of Contributor to complete the best of Contributor's knowledge, the Contributor has provided to Buyer copies of any notices received by Contributor regarding any violation of any law, ordinance, rule, regulation, code violation of, any law, ordinance, rule, regulation or code or condition in any approval or permit pursuant thereto (including without limitation, any zoning, sign, environmental, labor, safety, health or price or wage control, ordinance, rule, regulation or order of) applicable to the ownership, development, operation or maintenance acquisition of the Property or the Other Items. C. To the best of the Contributor's knowledge, there are no written leases affecting the Property with a term greater than one (1) year. D. Contributor has not received written notice of any pending condemnation of the Property, or any part thereof, or of any plans for improvements which might result in a special assessment against the Property. E. Subject to the approvals required from the parties identified in Section 15D, this Agreement has Common Units hereunder have been duly authorized, executed and delivered by Contributor and constitutes a legal constitute the legal, valid and binding obligation of Contributor, enforceable in accordance with their respective terms. (e) The Property is either separate property or community property over which Contributor has the right of control or of which Contributor has the sole right of management. (f) The acquisition of the Common Units by the Contributor is for Contributor's own account, is for investment purposes only, and is not being made with a view to, nor for offer or sale in connection with, the distribution of such Common Units and Contributor is not participating, does not have a participation in and does not contemplate any participation in, such a distribution or the underwriting of any such distribution. (g) Contributor has no present intention of selling or otherwise disposing of the Common Units acquired hereunder in violation of (i) this Agreement, (ii) the Fourth Amended and Restated Partnership Agreement of the Partnership, dated February 18, 2003, as such may be amended from time to time subsequent to the date hereof (the "Partnership Agreement"), or (iii) the Securities Act or any other applicable Federal or state securities laws. (h) Contributor is aware that neither the Securities and Exchange Commission (the "SEC") nor other Federal or state securities commission or governmental authority has approved or disapproved of the Common Units, made any finding or determination as to the fairness of an investment in the Partnership, nor made any recommendation or endorsement with respect thereto, and any representation to the contrary is a criminal offense. (i) Contributor confirms that it understands and has fully considered and reviewed for purposes of the purchase of Common Units hereunder all documents filed with the SEC by the Partnership and its affiliates, all of which are publicly available via EDGAR (all such documents are collectively referred to herein as the "▇▇▇▇ic Filings"). (j) Contributor is able to bear the economic risk of the acquisition of the Common Units hereunder and is able to bear its investment in the Partnership for an indefinite period of time. (k) Contributor understands that the Common Units purchased hereunder have not been registered under the Securities Act or the securities laws of any state and, therefore, cannot be sold, transferred or otherwise disposed of unless: (i) such Common Units are subsequently registered under the Securities Act and any applicable securities laws of any state or exemptions from registration thereunder are available; and (ii) such sale, transfer or disposal is in compliance with the terms of the Partnership Agreement and this Agreement; Contributor further understands that only the Partnership can take action to register the Common Units being sold hereunder and that the Partnership is under no obligation, and has no present plans, to do so. (l) Contributor understands that the Common Units purchased hereunder may be required to be held for an indeterminate period of time and that the sale or other transfer of such Common Units by Contributor in reliance on Rule 144 under the Securities Act, if available to Contributor, may be made only in limited amounts in accordance with the terms and conditions of Rule 144. (m) In addition to the other provisions of this Agreement and the Partnership Agreement, Contributor agrees that in no event will Contributor make a sale, transfer or other disposition of any of the Common Units purchased hereunder unless and until: (i) Contributor has notified the Partnership of its proposed disposition and has furnished the Partnership with a statement of the circumstances surrounding the proposed disposition; and (ii) Contributor has furnished the Partnership with an opinion of counsel satisfactory to the Partnership in its sole discretion to the effect (A) that such disposition will not require registration or qualification of such Common Units under federal or state securities laws or (B) that appropriate action necessary for compliance with such federal or state securities laws has been taken; provided, however, the Partnership may expressly waive the requirements under clauses (i) and (ii) above. (n) all information that Contributor has supplied to the Partnership or its respective representatives or agents, including the information included in this Agreement, is true and complete as of the date hereof, and unless otherwise made known to the Partnership or its representatives in writing, true and complete as of the Closing Date, with the same force and effect as if executed, made, or supplied, at the Closing Date. (o) Contributor, or its principals, as the case may be, acknowledges that they have such knowledge and experience in financial, investing and business matters as to be capable of evaluating the risks and merits of purchasing Common Units pursuant to this Agreement and protecting their interests in connection with such purchase of the Common Units hereunder and investment in the Partnership. (p) Contributor was not contacted by the Partnership or its representatives for the purpose of purchasing the Common Units hereunder through any advertisement, article, mass mailing, notice or any other communication published in any newspaper, magazine, or similar media or broadcast over television or radio, or any seminar or meeting whose attendees were invited by any general advertising. (q) Contributor confirms that, in making the decision to purchase Common Units hereunder, Contributor has relied solely upon independent investigations made by Contributor or representatives of the Contributor, enforceable against Contributor in accordance with its terms, except as may be limited by bankruptcy including their own professional tax and other laws affecting creditors' rights generallyadvisers and that Contributor and such representatives have had access to and an opportunity to inspect all relevant information relating to the Partnership (including the Public Filings) sufficient to enable Contributor to evaluate the merits and risks of their purchase of Common Units hereunder. F. Subject (r) Contributor has had the opportunity to receipt ask questions of Lender Approvalthe representatives of the Partnership, neither including representatives of its general partner, and has received satisfactory answers respecting, and has obtained such additional information as Contributor has desired regarding the entry into business, financial condition and other affairs of the Partnership. (s) the completion, execution and delivery by Contributor of this Agreement, nor the carrying out of Agreement and all other documents required to consummate the transactions contemplated herein has resulted hereunder and the performance by Contributor of its obligations hereunder do not, and will not, violate any provision of law, any order of any court or other agency of government, and do not and will not result in a material breach of or constitute (with due notice or lapse of time or both) a material default under any violation ofprovision of any indenture, agreement or other instrument to which Contributor, or any of his properties or assets, including the Property, is bound. (t) Contributor is not acquiring the Common Units hereunder with a view to realizing any benefits under the United States federal income tax laws with respect to Contributor's share of any losses or expenses of the Partnership, and no representations have been made to Contributor that any such benefits will be available as result of Contributor's acquisition, ownership or disposition of such Common Units. (u) Contributor has not borrowed, and shall not borrow, as the case may be, any portion of the funds necessary to purchase Common Units hereunder, either directly or indirectly, from the Partnership, its general partner or any affiliate of the foregoing. (v) for United States tax purposes: (i) Contributor certifies that its name, taxpayer identification or social security number and address set forth on Schedule I are correct; (ii) Contributor certifies that it is not a non-resident alien individual, foreign corporation, foreign partnership, foreign trust or foreign estate (as defined in conflict withthe Internal Revenue Code of 1986, as amended) and that it will notify the Partnership within sixty (60) days of a change to foreign status and its new country of residence; and (iii) Contributor agrees to execute properly and provide to the Partnership in a timely manner any tax documentation that may reasonably be required by the Partnership in connection with its ownership on Common Units. (w) All contractors, subcontractors, suppliers, architects, engineers, and others who have performed services or labor or have supplied materials in connection with Contributor's acquisition, development, ownership, or result in the creation of, any mortgage, lien, encumbrance or charge (other than those contemplated hereby) upon any management of the properties Property have been paid in full and all liens arising therefrom (or assets claims which with the passage of time or the giving of notice, or both, could mature into liens) have been satisfied and released. (x) The list of service contracts to be delivered to the Partnership pursuant to this Agreement will be true, correct, and complete as of the date of its delivery. Neither Contributor pursuant to, or constitute a default under, any certificate of incorporation, by-law, partnership agreement, or mortgage, indenture, contract, agreement, instrument, franchise, permit, judgment, decree, order, statute, rule or regulation applicable to the Contributor or the Property. G. Subject to the approvals required from the parties identified in Section 15Dnor, to the best of the Contributor's knowledge, except for any other party is in default under any service contract. (y) The operating statements to be delivered to the Lender Approval and compliance with federal and state securities laws, no consent or approval by, or authorization of, or filing, registration or qualification with, any federal, state or local governmental authority, bureau, department or agency, or any corporation, person or other entity is required as of the Closing either for the execution, delivery or performance of Partnership pursuant to this Agreement by the Contributor, or will show all items of income and expense (operating and capital) incurred in connection with the consummation by the Contributor Contributor's ownership, operation, and management of the transactions contemplated by this AgreementProperty for the periods indicated and will be true, correct, and complete in all material respects. H. There exists and shall exist as of the Closing no monetary default under the Existing Loan and all payments due and payable under the Existing Loan on or before the Closing Date shall have been made. I. Except for the Service Contracts listed on Schedule 5 attached hereto, there are no service or maintenance contracts entered into by or on behalf of Contributors pertaining (z) All information set forth in any rent roll delivered to the Properties which may not be terminated upon not more than thirty (30) days' notice without payment of any penalty Partnership is or termination fee. The Contributors acknowledge that each of the representations made by them in this paragraph 17 and elsewhere in this Agreement is material to Buyer hereunder and, as such, it is a condition to Buyer's obligation to close hereunder, that such representations shall be true true, correct, and complete in all material respects as of its date. There are no leasing or other commissions due, nor will any become due, in connection with any lease, and no understanding or agreement with any party exists as to payment of any leasing commissions or fees regarding future leases or as to the Closing Dateprocuring of tenants. To Contributor's knowledge, no tenants have asserted any defenses or offsets to rent accruing after the date of Closing, no material default exists on the part of any tenant, and Contributor has not received any notice of any default or breach on the part of the landlord under any lease. A. Buyer expressly acknowledges that, except as expressly set forth in this Agreement, neither Contributors, nor any person acting on behalf (aa) The summary of Contributors, nor any person or entity which prepared or provided any of the materials heretofore or service contracts to be reviewed by Buyer in conducting its due diligence, nor any other Contributor Related Party has made any oral or written representations or warranties, whether expressed or implied, by operation of law or otherwise, with respect delivered to the PropertiesPartnership pursuant to this Agreement will be true, the zoning correct, and other laws, regulations and rules applicable thereto or the compliance by the Properties therewith, the revenues and expenses generated by or associated with the Properties, the leases, or otherwise relating to the Properties or the transactions contemplated herein. Buyer further acknowledges that, all materials which have been, or are heretofore, provided by any of the Contributor Related Parties are provided without any warranty or representation, expressed or implied as to their content, suitability for any purpose, accuracy, truthfulness or completeness and Buyer shall not have any recourse against Contributor or any of the other Contributor Related Parties in the event of any errors therein or omissions therefrom. Buyer is acquiring the Properties based solely on its own independent investigation and inspection of the Properties and not in reliance on any information provided by Contributors, or any of the other Contributor Related Parties, except for the representations expressly set forth herein. B. Buyer acknowledges and agrees that it is purchasing each Property "AS IS" and "WITH ALL FAULTS", based upon the condition of the Properties complete as of the date of this Agreement, reasonable wear and tear and, subject to the provisions of this Agreement, loss by condemnation or fire or other casualty exceptedits delivery. Buyer acknowledges and agrees that, except as expressly set forth herein, its obligations under this Agreement shall not be subject to any financing contingency or other contingencies or satisfaction of conditions. C. Any and all uses of the phrase "to the best of the To Contributor's knowledge" or , neither Contributor nor any other references to a Contributor's or the Contributor's knowledge in this Agreement shall mean the actual, present, conscious knowledge of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇ (the "Contributor Knowledge Individuals") as to a fact at the time given without investigation or inquiry. D. None of the representations or warranties of Contributors contained in this Agreement shall survive the Closing and each of such representations and warranties shall be merged into the Deeds delivered at Closing. E. The representations and warranties of Contributors set forth in this Agreement are subject to the following limitations: (i) Contributors do not represent or warrant that any particular Lease will be in force or effect as of the Closing or that the tenants will not be party is in default thereunder; and (ii) to the extent that Contributors have delivered or made available to Buyer, prior to the date of this Agreement, under any information with respect to the Properties or otherwise and such information contains provisions inconsistent with any of such representations and warranties, then such representations and warranties shall be deemed modified to conform to such provisionsservice contract. F. Notwithstanding anything to the contrary contained herein, each of the covenants, representations, warranties, and other obligations of the Contributors hereunder, are being made by each Contributor severally (but not jointly) and are being made by such Contributor solely to the extent of, and with respect to, the Property owned by such Contributor.