EXHIBIT 10.40
CONTRIBUTION AGREEMENT - BASIC ECONOMIC TERMS
(▇▇▇▇▇▇ - ▇▇▇▇▇)
The undersigned Transferor agrees to transfer the Property to the
undersigned Transferee and Transferee agrees to accept the transfer on the
following terms and conditions:
1. Incorporation by Reference. All of the terms and conditions of:
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a. The General Conditions to Contribution Agreement (the "General
Conditions");
b. The Addenda to General Conditions to Contribution Agreement
(the "Addenda");
c. The Exhibits to General Conditions to Contribution Agreement
(the "Exhibits"); and
d. The Schedules to General Conditions to Contribution Agreement
(the "Schedules")
which are attached hereto are incorporated by reference herein as being the
agreement of the undersigned.
2. Project. ▇▇▇▇▇▇ - ▇▇▇▇▇.
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3. Transferor. ▇▇▇▇▇▇ INVESTMENTS.
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4. Transferee. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ PROPERTIES OPERATING PARTNERSHIP,
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L.P., a California limited partnership.
5. Consideration to Transferor. The total sum of $700,282
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which is comprised of the following elements:
a. Existing Debt $369,068
b. Prepayment Fees and other Lender related expenses charged
against Transferor (estimated) $2,941
c. Commission obligations of Transferor paid by Transferee and
charged against Transferor $0
d. Transferor's share of Closing Costs (estimated) $ 25,000
e. Prorations charged against Transferor (estimated) $5,000
f. Miscellaneous $0
g. OP Units to be issued to Transferor $298,273
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h. Cash $0
i. Total of Cash and OP Units $298,273
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h. Total Consideration $700,282
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The Total Consideration is subject to adjustment as provided herein and in
the General Conditions, the Addenda, the Exhibits and the Schedules.
6. Debt. Transferee shall not be required to allocate any debt to
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Transferor as provided in Addendum V.
7. Special Provision:
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Transferee will pay off the Debt to which the Property is subject
immediately following the conveyance of the Property to Transferee. The
principal amount of such payment, any accrued but unpaid interest thereon and
any fees of Lender in connection with such payment shall be charged against
Transferor's Consideration. The principal amount of the Debt, the accrued but
unpaid interest thereon and any fees and/or prepayment penalties of Lender shall
be verified prior to the Closing Date by a fully executed Lender's Beneficiary
Statement in such form and substance as shall be reasonably satisfactory to and
approved in writing by Transferee.
Executed as of March 23, 1998.
Transferor: ▇▇▇▇▇▇ Investments, a California general
partnership
By: WWH Investments, Inc., a California
corporation, general partner
By:_____________________________
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
Its: President
Transferee: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Properties Operating
Partnership, L.P.
a California limited partnership
By: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Properties, Inc.,
a Maryland corporation, its General Partner
By: ▇▇▇▇ ▇▇▇▇▇▇▇
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Its: Senior Vice President
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AGREEMENT OF TITLE COMPANY
The undersigned executes this Agreement for the purposes of acknowledging its
agreement to serve as escrow agent in accordance with the terms of this
Agreement and to acknowledge receipt of the ▇▇▇▇▇▇▇ Money from the Transferee.
First American Title Insurance Company
By:
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Its:
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Date: ________________________, ▇▇▇▇
▇▇▇▇▇▇ ▇▇. ▇▇▇▇▇▇▇▇
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