Common use of Closing; Condition to Obligations Clause in Contracts

Closing; Condition to Obligations. In connection with or at any time after the exercise by Optionee of the Purchase Option, Optionee will specify a closing date, which date will be no later than December 31, 2004, for the initial closing (the “Initial Closing”) of the purchase and sale contemplated by the Purchase Option. At or before such Initial Closing, which shall be held at a place and time determined by Optionee in its sole discretion, Optionee and Grantor will execute all closing documents (the “Closing Documents”) required by Optionee in accordance with Section 2.3 and deposit the same in escrow with an escrow agent of Optionee’s choosing (the “Closing Agent”). Upon the exercise of the Purchase Option, the transactions contemplated by this Option Agreement and by the Closing Documents executed and deposited in connection with such exercise will be consummated only if the closing of the initial public offering of Common Stock (the “IPO Closing”) occurs simultaneously with or within fifteen (15) business days after the date of the Initial Closing. If the IPO Closing occurs within such fifteen (15) business day period: (i) Optionee shall, contemporaneously with the IPO Closing, cause to be delivered to the Closing Agent with respect to each Grantor whose Purchase Option has been exercised (w) the Cash Amount, if any, (x) if the Purchase Price for such Grantor includes Units, a certificate of the general partner of Optionee certifying that such Grantor has been, or will be effective upon the Final Closing (as hereinafter defined), admitted as a limited partner of Optionee and that Optionee’s books and records indicate, or will indicate upon the Final Closing, that such Grantor is the holder of the number of Units, if any, which are called for pursuant to the Grantor’s Purchase Price, (y) if the Purchase Price for such Grantor includes Units and such Units are represented by certificates, a certificate or certificates in the name of such Grantor for the number of Units to which such Grantor is entitled and (z) a duly executed Tax Maintenance Agreement substantially in the form attached hereto as Exhibit B; (ii) upon receipt of the consideration and the documentation set forth in clause (i) above, the Closing Agent will release the Closing Documents to Optionee and deliver to Grantor the Cash Amount and the certificates, if any, representing such Grantor’s Units; and (iii) the transactions described or otherwise contemplated herein or in the Closing Documents will thereupon be deemed to have been consummated (such consummation, the “Final Closing”). Notwithstanding the above, Optionee may, in its sole discretion, elect not to complete the purchase of the Contributed Interest of any Grantor that identified, in its Assignment delivered pursuant to Section 2.3, a breach of or other exception with respect to Article 3 hereof or that has otherwise breached this Option Agreement (any such Grantor, a “Non-Complying Grantor”), in which case Optionee shall, in lieu of the delivery with respect to such Grantor pursuant to clause (i) above, notify the Closing Agent of such election and direct the Closing Agent to return such Grantor’s Closing Documents and Ancillary Agreements (as defined below) to such Grantor. The election of Optionee to not purchase the Contributed Interest of a particular Non-Complying Grantor shall not affect the obligations of any other Grantor hereunder, including any other Non-Complying Grantor. If the IPO Closing does not occur within fifteen (15) business days after the date of the Initial Closing, then neither party shall have any obligations under the Closing Documents executed in connection with the related exercise of the Purchase Option or under any agreements, documents or instruments executed and delivered by or on behalf of Grantor pursuant to or in connection with this Option Agreement or the transactions contemplated by such exercise (such other agreements or instruments, collectively, “Ancillary Agreements”), the Closing Documents and the Ancillary Agreements shall be deemed null and void ab initio and the Closing Agent will be directed to destroy the Closing Documents and any Ancillary Agreement it holds and return to Optionee the consideration delivered by Optionee to the Closing Agent in accordance with the previous paragraph. This Option Agreement shall thereafter remain in effect and Optionee may thereafter exercise the Purchase Option again at any time before the Option Termination Date.

Closing; Condition to Obligations. In connection with or at any time after the exercise by Optionee of the Purchase Option, Optionee will specify a closing date, which date will be no later than December 31, 2004, for the initial closing (the “Initial Closing”) of the purchase and sale contemplated by the Purchase Option. At or before such Initial Closing, which shall be held at a place and time determined by Optionee in its sole discretion, Optionee and Grantor will execute all closing documents (the “Closing Documents”) required by Optionee in accordance with Section 2.3 and deposit the same in escrow with an escrow agent of Optionee’s choosing (the “Closing Agent”). Upon the exercise of the Purchase Option, the transactions contemplated by this Option Agreement and by the Closing Documents executed and deposited in connection with such exercise will be consummated only if the closing of the initial public offering of Common Stock (the “IPO Closing”) occurs simultaneously with or within fifteen (15) business days after the date of the Initial Closing. If the IPO Closing occurs within such fifteen (15) business day period: (i) Optionee shall, contemporaneously with the IPO Closing, cause to be delivered to the Closing Agent with respect to each Grantor whose Purchase Option has been exercised (wy) the Cash Amount, if any, Amount and (xz) if the Purchase Price for such Grantor includes Units, a certificate of the general partner of Optionee certifying that such Grantor has been, or will be effective upon the Final Closing (as hereinafter defined), admitted as a limited partner of Optionee and that Optionee’s books and records indicate, or will indicate upon the Final Closing, that such Grantor is the holder of the number of Units, if any, which are called for pursuant to the Grantor’s Purchase Price, (y) if the Purchase Price for such Grantor includes Units and such Units are represented by certificates, a certificate or certificates in the name of such the Grantor for the number of Units to which such Grantor is entitled and (z) a duly executed Tax Maintenance Agreement substantially in the form attached hereto as Exhibit BShares; (ii) upon receipt of the consideration and the documentation set forth in clause (i) above, the Closing Agent will release the Closing Documents to Optionee and deliver to Grantor the Cash Amount and the certificates, if any, representing such Grantor’s UnitsShares; and (iii) the transactions described or otherwise contemplated herein or in the Closing Documents will thereupon be deemed to have been consummated (such consummation, the “Final Closing”). Notwithstanding the above, Optionee may, in its sole discretion, elect not to complete the purchase of the Contributed Interest of any Grantor that identified, in its Assignment delivered pursuant to Section 2.3, a breach of or other exception with respect to Article 3 hereof or that has otherwise breached this Option Agreement (any such Grantor, a “Non-Complying Grantor”), in which case Optionee shall, in lieu of the delivery with respect to such Grantor pursuant to clause (i) above, notify the Closing Agent of such election and direct the Closing Agent to return such Grantor’s Closing Documents and Ancillary Agreements (as defined below) to such Grantor. The election of Optionee to not purchase the Contributed Interest of a particular Non-Complying Grantor shall not affect the obligations of any other Grantor hereunder, including any other Non-Complying Grantor. If the IPO Closing does not occur within fifteen (15) business days after the date of the Initial Closing, then neither party shall have any obligations under the Closing Documents executed in connection with the related exercise of the Purchase Option or under any agreements, documents or instruments executed and delivered by or on behalf of the Grantor pursuant to or in connection with this Option Agreement or the transactions contemplated by such exercise (such other agreements or instruments, collectively, “Ancillary Agreements”), the Closing Documents and the Ancillary Agreements shall be deemed null and void ab initio and the Closing Agent will be directed to destroy the Closing Documents and any Ancillary Agreement it holds and return to Optionee the consideration delivered by Optionee to the Closing Agent in accordance with the previous paragraph. This Option Agreement shall thereafter remain in effect and Optionee may thereafter exercise the Purchase Option again at any time before the Option Termination Date.

Closing; Condition to Obligations. In connection with or at any time after the exercise by Optionee of the a Grantor's Purchase Option, Optionee will specify a closing date, which date will be no later than December 31, 20042003, for the initial closing (the “Initial Closing”"INITIAL CLOSING") of the purchase and sale contemplated by the such Grantor's Purchase Option. At or before such Initial Closing, which shall be held at a place and time determined by Optionee in its sole discretion, Optionee and Grantor will execute all closing documents (the “Closing Documents”"CLOSING DOCUMENTS") required by Optionee in accordance with Section SECTION 2.3 and deposit the same in escrow with an escrow agent of Optionee’s 's choosing (the “Closing Agent”"CLOSING AGENT"). Upon the exercise of the a Grantor's Purchase Option, the transactions contemplated by this Option Agreement and by the Closing Documents executed and deposited in connection with such exercise will be consummated only if the closing of the initial public offering of Common Stock Shares (the “"IPO Closing”CLOSING") occurs simultaneously with or within fifteen (15) business days after the date of the Initial Closing. If the IPO Closing occurs within such fifteen (15) business day period: (i) Optionee shall, contemporaneously with the IPO Closing, cause to be delivered to the Closing Agent with respect to each Grantor whose Purchase Option has been exercised (w) and who is entitled to receive cash as payment of its Purchase Price, the Cash Amount. (ii) Optionee shall, if anycontemporaneously with the IPO Closing, (x) if cause to be delivered to the Closing Agent with respect to each Grantor whose Purchase Option has been exercised and who is entitled to receive Units as payment of its Purchase Price for such Grantor includes Units, (A) a certificate of the general partner General Partner of Optionee certifying that such Grantor has been, been or will be effective upon the Final Closing (as hereinafter defined), ) admitted as a limited partner of Optionee and that Optionee’s 's books and records indicate, or will indicate upon the Final Closing, that such Grantor is the holder of the number of Units, if any, Units which are called for pursuant to the Grantor’s 's Purchase Price, Price and (yB) if the Purchase Price for such Grantor includes Units and such Units are represented by certificates, a certificate or certificates in the name of such Grantor for the number of Units to which such Grantor is entitled and (z) a duly executed Tax Maintenance Agreement substantially in the form attached hereto as Exhibit Bentitled; (iiiii) Optionee shall, contemporaneously with the IPO Closing, cause to be delivered to the Closing Agent with respect to each Grantor whose Purchase Option has been exercised and who is entitled to receive Shares as payment of its Purchase Price (A) a certificate of the Secretary of the REIT certifying that the Shares issued to such Grantor have been or will be, effective upon the Final Closing, legally and validly issued Shares and that the REIT's books and records indicate that such Grantor is the holder of the number of Shares which are called for pursuant to the Grantor's Purchase Price and (B) a certificate or certificates in the name of such Grantor for the number of Shares to which such Grantor is entitled; (iv) upon receipt of the consideration and the documentation set forth in clause (i) above, the Closing Agent will release the Closing Documents to Optionee and deliver to Grantor the Cash Amount and the certificates, if any, representing such Grantor’s Units's Units or Shares, as applicable; and (iiiv) the transactions described or otherwise contemplated herein or in the Closing Documents will thereupon be deemed to have been consummated (such consummation, the “Final Closing”"FINAL CLOSING"). Notwithstanding the above, Optionee may, in its sole discretion, elect not to complete the purchase of the Contributed Interest Property of any Grantor that identified, in its Assignment Assignments delivered pursuant to Section SECTION 2.3, a breach of or other exception with respect to Article 3 ARTICLE III hereof or that has otherwise breached this Option Agreement (any such Grantor, a “Non"NON-Complying Grantor”COMPLYING GRANTOR"), in which case Optionee shall, in lieu of the delivery with respect to such Grantor pursuant to clause (i) or (ii) above, notify the Closing Agent of such election and direct the Closing Agent to return such Grantor’s 's Closing Documents and Ancillary Agreements (as defined below) to such Grantor. The election of Optionee to not purchase the Contributed Interest Property of a particular Non-Complying Grantor shall not affect the obligations of any other Grantor hereunder, including any other Non-Complying Grantor. If the IPO Closing does not occur within fifteen (15) business days after the date of the Initial Closing, then neither party shall have any obligations under the Closing Documents executed in connection with the related exercise of the Grantor's Purchase Option Options or under any agreements, documents agreements or instruments executed and delivered by or on behalf of Grantor pursuant to or in connection with this Option Agreement or the transactions contemplated by such exercise (such other agreements or instruments, collectively, “Ancillary Agreements”"ANCILLARY AGREEMENTS"), the Closing Documents and the Ancillary Agreements shall be deemed null and void ab initio and the Closing Agent will be directed to destroy the Closing Documents and any Ancillary Agreement it holds and return to Optionee the consideration delivered by Optionee to the Closing Agent in accordance with the previous paragraph. This Option Agreement shall thereafter remain in effect and Optionee may thereafter exercise the Grantor's Purchase Option Options again at any time before the Option Termination Date.

Closing; Condition to Obligations. In connection with or at any time after the exercise by Optionee of the Purchase Option, Optionee will specify a closing date, which date will be no later than December 31, 20041997, for the initial closing (the “Initial Closing”"PRE-CLOSING") of the purchase and sale contemplated by of the Purchase OptionInterest. At or before such Initial ClosingPre-closing, which shall be held at a place and time determined by Optionee in its sole discretion, Optionee and Grantor (or its attorney-in- fact) will execute all closing documents (the “Closing Documents”"CLOSING DOCUMENTS") required by Optionee in accordance with Section 2.3 and deposit deliver the same in escrow with an escrow agent of Optionee’s choosing to a person designated by Optionee (such person, the “Closing Agent”"CLOSING AGENT"). Upon the exercise of the Purchase Option, the transactions contemplated by this Option Agreement and by the Closing Documents executed and deposited in connection with such exercise will be consummated only if the closing of the initial public offering of Common Stock IPO Closing (the “IPO Closing”as hereinafter defined) occurs simultaneously with or within fifteen (15) business days after the date of the Initial Pre-closing. For purposes hereof, the "IPO CLOSING" will be deemed to have occurred if, but only if, the share of the net proceeds to the Company from the IPO that is made available to Optionee is sufficient, as determined by Optionee in its reasonable discretion, to enable Optionee (i) to acquire the Interest and (ii) to apply such share of the net proceeds to acquire such other properties or interests and to repay principal, interest and other amounts due with respect to indebtedness and to meet such other obligations as may be described in the Registration Statement on Form S-11 prepared and filed in connection with the IPO, as the same is in effect on the day of the IPO Closing. If the IPO Closing occurs within such fifteen (15) business day period:, (i) Optionee shall, contemporaneously with the IPO Closing, cause to be delivered to the Closing Agent with respect to each Grantor whose Purchase Option has been exercised (w) the Cash Amount, if any, (x) if the Purchase Price for such Grantor includes Units, a certificate of the general partner General Partner of Optionee certifying that such Grantor has been, been or will be be, effective upon the Final Closing (as hereinafter defined), admitted as a limited partner of Optionee and that Optionee’s 's books and records indicate, or will indicate upon the Final Closing, that such Grantor is the holder of the number of Units, if any, Units which are called for pursuant to the Grantor’s Purchase Price, (y) if the Purchase Price for such Grantor includes Units and such Units are represented by certificates, a certificate or certificates in the name of such Grantor for the number of Units to which such Grantor is entitled and (z) a duly executed Tax Maintenance Agreement substantially in the form attached hereto as Exhibit B;, (ii) upon receipt of the consideration and the documentation set forth in clause (i) above, the Closing Agent will release the Closing Documents to Optionee and deliver to Grantor the Cash Amount and the certificatesOptionee, if any, representing such Grantor’s Units; and (iii) the transactions described or otherwise contemplated herein or in the Closing Documents will thereupon be deemed to have been consummated (such consummation, the “Final Closing”"FINAL CLOSING"). Notwithstanding the above, Optionee may, in its sole discretion, elect not to complete the purchase of the Contributed Interest of any if Grantor that has identified, in its the Assignment delivered pursuant to Section 2.3, a breach of or other exception with respect to Article 3 III hereof or that has otherwise breached this Option Agreement (any such Grantor, a “Non-Complying Grantor”)Agreement, in which case Optionee shall, in lieu of the delivery with respect to such Grantor pursuant to clause (i) above, notify the Closing Agent of such election and direct the Closing Agent to return such Grantor’s the Closing Documents and Ancillary Agreements (as defined below) to such Grantor. The election of Optionee to not purchase the Contributed Interest of a particular Non-Complying Grantor shall not affect the obligations of any other Grantor hereunder, including any other Non-Complying Grantor. If the IPO Closing does not occur within fifteen (15) business days after the date of the Initial ClosingPre-closing, then neither party shall have any obligations under the Closing Documents executed in connection with the related exercise of the Purchase Option or under any agreements, documents agreements or instruments executed and delivered by or on behalf of Grantor pursuant to or in connection with this Option Agreement or the transactions contemplated by such exercise (such other agreements or instruments, collectively, “Ancillary Agreements”"ANCILLARY AGREEMENTS"), the Closing Documents and the Ancillary Agreements shall be deemed null and void ab initio and the Closing Agent will be directed to destroy the Closing Documents and any Ancillary Agreement Agreements it holds and return to Optionee the consideration delivered by Optionee to the Closing Agent in accordance with the previous paragraph. This Option Agreement shall thereafter remain in effect and Optionee may thereafter exercise the Grantor's Purchase Option again at any time before the Option Termination Date.

Closing; Condition to Obligations. In connection with or at any --------------------------------- time after the exercise by Optionee of the a Grantor's Purchase Option, Optionee will specify a closing date, which date will be no later than December 31, 20041997, for the initial closing (the “Initial Closing”"Pre-closing") of the purchase and sale ----------- contemplated by the such Grantor's Purchase Option. At or before such Initial ClosingPre-closing, which shall be held at a place and time determined by Optionee in its sole discretion, Optionee and Grantor (or its attorney-in-fact) will execute all closing documents (the “"Closing Documents”") required by Optionee in accordance with Section 2.3 and deposit deliver the same in escrow with an escrow agent of Optionee’s choosing to a person designated by Optionee (such person, the “"Closing Agent”"). ------------- Upon the exercise of the a Grantor's Purchase Option, the transactions contemplated by this Option Agreement and by the Closing Documents executed and deposited in connection with such exercise will be consummated only if the closing of the initial public offering of Common Stock IPO Closing (the “IPO Closing”as hereinafter defined) occurs simultaneously with or within fifteen (15) business days after the date of the Initial Pre- closing. For purposes hereof, the "IPO Closing" will be deemed to have occurred if, but only if, the share of the ----------- net proceeds to the Company from the initial public offering of the Company's Common Stock that is made available to Optionee is sufficient, as determined by Optionee in its reasonable discretion, to enable Optionee (i) to acquire those Interests of each Grantor to be purchased by Optionee pursuant to the Option Exercise Notice and (ii) to apply such share of the net proceeds to acquire such other properties or interests and to repay principal, interest and other amounts due with respect to indebtedness and to meet such other obligations as may be described in the Registration Statement on Form S-11 prepared and filed in connection with such initial public offering, as the same is in effect on the day of the IPO Closing. If the IPO Closing occurs within such fifteen (15) business day period:, (i) Optionee shall, contemporaneously with the IPO Closing, cause to be delivered to the Closing Agent with respect to each Grantor whose Purchase Option has been exercised (w) the Cash Amount, if any, (x) if the Purchase Price for such Grantor includes Units, a certificate of the general partner General Partner of Optionee certifying that such Grantor has been, been or will be effective upon the Final Closing (as hereinafter defined), ) admitted as a limited partner of Optionee and that Optionee’s 's books and records indicate, or will indicate upon the Final Closing, that such Grantor is the holder of the number of Units, if any, Units which are called for pursuant to the Grantor’s 's Purchase Price, Price and (y) if the Purchase Price for such Grantor includes Units and such Units are represented by certificates, a certificate or certificates in the name of such Grantor for the number of Units to which such Grantor is entitled and (z) a duly executed Tax Maintenance Agreement substantially in the form attached hereto as Exhibit B;entitled, (ii) upon receipt of the consideration and the documentation set forth in clause (i) above, the Closing Agent will release the Closing Documents to Optionee and deliver to Grantor the Cash Amount and the certificatesOptionee, if any, representing such Grantor’s Units; and (iii) the transactions described or otherwise contemplated herein or in the Closing Documents will thereupon be deemed to have been consummated (such consummation, the “"Final Closing”"). ------------- Notwithstanding the above, Optionee may, in its sole discretion, elect not to complete the purchase of the Contributed Interest any or all Interests of any Grantor that identified, in its Assignment delivered pursuant to Section 2.3, a breach of or other exception with respect to Article 3 III hereof or that has otherwise breached this Option Agreement (any such Grantor, a “"Non-Complying Grantor”"), in which case Optionee --------------------- shall, in lieu of the delivery with respect to such Grantor pursuant to clause (i) above, notify the Closing Agent of such election and direct the Closing Agent to return such Grantor’s 's Closing Documents and Ancillary Agreements (as defined below) to such GrantorGrantor (or, alternatively, if only certain Interests of the Non-Complying Grantor will be acquired by Optionee, deliver the appropriate consideration in respect of those Interests). The election of Optionee not to not purchase any or all of the Contributed Interest Interests of a particular Non-Complying Grantor shall not affect the obligations of any other Grantor hereunder, including any other Non-Complying Grantor. If the IPO Closing does not occur within fifteen (15) business days after the date of the Initial ClosingPre-closing, then neither party shall have any obligations under the Closing Documents executed in connection with the related exercise of the Grantors' Purchase Option Options or under any agreements, documents agreements or instruments executed and delivered by or on behalf of Grantor pursuant to or in connection with this Option Agreement or the transactions contemplated by such exercise (such other agreements or instruments, collectively, “"Ancillary Agreements”"), the Closing -------------------- Documents and the Ancillary Agreements shall be deemed null and void ab initio and the Closing Agent will be directed to destroy the Closing Documents and any Ancillary Agreement Agreements it holds and return to Optionee the consideration delivered by Optionee to the Closing Agent in accordance with the previous paragraph. This Option Agreement shall thereafter remain in effect and Optionee may thereafter exercise the Grantors' Purchase Option Options again at any time before the Option Termination Date.

Closing; Condition to Obligations. In connection with or at any time after the exercise by Optionee of the Grantor's Purchase Option, Optionee will specify a closing date, which date will be no later than December 31, 20042003, for the initial closing (the “Initial Closing”"INITIAL CLOSING") of the purchase and sale contemplated by the Grantor's Purchase Option. At or before such Initial Closing, which shall be held at a place and time determined by Optionee in its sole discretion, Optionee and Grantor will execute or cause to be executed all closing documents (the “Closing Documents”"CLOSING DOCUMENTS") required by Optionee in accordance with Section SECTION 2.3 and deposit the same in escrow with an escrow agent of Optionee’s 's choosing (the “Closing Agent”"CLOSING AGENT"). Upon the exercise of the Grantor's Purchase Option, the transactions contemplated by this Option Agreement and by the Closing Documents executed and deposited in connection with such exercise will be consummated only if the closing of the initial public offering of Common Stock Shares (the “"IPO Closing”CLOSING") occurs simultaneously with or within fifteen (15) business days after the date of the Initial Closing. If the IPO Closing occurs within such fifteen (15) business day period: (i) Optionee shall, contemporaneously with the IPO Closing, cause to be delivered to the Closing Agent with respect to each Grantor whose Purchase Option has been exercised (wA) the Cash Amount, if any, (x) if the Purchase Price for such Grantor includes Units, a certificate of the general partner General Partner of Optionee certifying that such Grantor has been, been or will be effective upon the Final Closing (as hereinafter defined), ) admitted as a limited partner of Optionee and that Optionee’s 's books and records indicate, or will indicate upon the Final Closing, that such Grantor is the holder of the number of Units, if any, Units which are called for pursuant to the Grantor’s 's Purchase Price, Price and (yB) if the Purchase Price for such Grantor includes Units and such Units are represented by certificates, a certificate or certificates in the name of such Grantor for the number of Units to which such Grantor is entitled and (z) a duly executed Tax Maintenance Agreement substantially in the form attached hereto as Exhibit Bentitled; (ii) upon receipt of the consideration and the documentation set forth in clause (i) above, the Closing Agent will release the Closing Documents to Optionee and deliver to Grantor the Cash Amount and the certificates, if any, representing such Grantor’s 's Units; and (iii) the transactions described or otherwise contemplated herein or in the Closing Documents will thereupon be deemed to have been consummated (such consummation, the “Final Closing”"FINAL CLOSING"). Notwithstanding the above, Optionee may, in its sole discretion, elect not to complete the purchase of the Contributed Interest Asset Management Rights of any Grantor, if Grantor that identifiedidentifies, in its Assignment delivered pursuant to Section SECTION 2.3, a breach of or other exception with respect to Article 3 hereof or that has otherwise breached this Option Agreement (any such Grantor, a “Non-Complying Grantor”)Agreement, in which case Optionee shall, in lieu of the delivery with respect to such Grantor pursuant to clause (i) above, notify the Closing Agent of such election and direct the Closing Agent to return such Grantor’s 's Closing Documents and Ancillary Agreements (as defined below) to such Grantor. The election of Optionee to not purchase the Contributed Interest of a particular Non-Complying Grantor shall not affect the obligations of any other Grantor hereunder, including any other Non-Complying Grantor. If the IPO Closing does not occur within fifteen (15) business days after the date of the Initial Closing, then neither party shall have any obligations under the Closing Documents executed in connection with the related exercise of the Grantor's Purchase Option or under any agreements, documents agreements or instruments executed and delivered by or on behalf of Grantor pursuant to or in connection with this Option Agreement or the transactions contemplated by such exercise (such other agreements or instruments, collectively, “Ancillary Agreements”"ANCILLARY AGREEMENTS"), the Closing Documents and the Ancillary Agreements shall be deemed null and void ab initio and the Closing Agent will be directed to destroy the Closing Documents and any Ancillary Agreement it holds and return to Optionee the consideration delivered by Optionee to the Closing Agent in accordance with the previous paragraph. This Option Agreement shall thereafter remain in effect and Optionee may thereafter exercise the Grantor's Purchase Option again at any time before the Option Termination Date.

Closing; Condition to Obligations. In connection with or at any time after the exercise by Optionee acquisition of the Purchase OptionContributors' Interests, Optionee the Operating Partnership will specify notify the Contributors of a closing date, which date will be no later than December 31, 2004the Termination Date, for the initial closing (the “"Initial Closing”") of the purchase and sale acquisition contemplated by the Purchase Optionthis Contribution Agreement. At or before such Initial Closing, which shall be held at a the offices of Xxxxxx & Xxxxx LLP, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 or such other place and time as is determined by Optionee the Operating Partnership in its sole discretion at a time specified by the Operating Partnership in its sole discretion, Optionee the Operating Partnership and Grantor the Contributors will execute all closing documents (the “"Closing Documents”") required by Optionee the Operating Partnership in accordance with Section 2.3 1.5 hereof and deposit the same in escrow with an Xxxxxx & Xxxxx LLP, as escrow agent of Optionee’s choosing the Operating Partnership (the “"Closing Agent”"). Upon the exercise of the Purchase Option, the The transactions contemplated by this Option Contribution Agreement and by the Closing Documents executed and deposited in connection with such exercise will be consummated at the Final Closing (as defined below) only if the closing of the initial public offering of Common Stock IPO (the “"IPO Closing”") occurs simultaneously with or within fifteen (15) business days after is consummated by the date of the Initial ClosingTermination Date. If the IPO Closing occurs within by such fifteen (15) business day perioddate: (ia) Optionee the Operating Partnership shall, contemporaneously with the IPO Closing, cause to be delivered to the Closing Agent with respect to each Grantor whose Purchase Option has been exercised Contributor (wi) the Cash Amount, if anycash portion of such Contributor's Consideration, (xsuch cash portion, the "Cash Portion") and (ii) if the Purchase Price for such Grantor includes Unitsapplicable, a certificate of the general partner General Partner of Optionee the Operating Partnership certifying that such Grantor Contributor has been, been or will be be, effective upon the Final Closing (as hereinafter defined), admitted as a limited partner of Optionee the Operating Partnership and that Optionee’s the Operating Partnership's books and records indicate, indicate or will indicate upon the Final Closing, that such Grantor Contributor is the holder of the number of Units, if any, Units which are called for pursuant to the Grantor’s Purchase Price, (y) if the Purchase Price for such Grantor includes Units and such Units are represented by certificates, a certificate or certificates in the name of such Grantor for the number of Units Consideration as adjusted pursuant to which such Grantor is entitled and (z) a duly executed Tax Maintenance Agreement substantially in the form attached hereto as Exhibit BArticle V hereof; (iib) upon receipt of the consideration and the documentation Consideration set forth in clause (ia) above, the Closing Agent will release the Closing Documents to Optionee the Operating Partnership and deliver to Grantor the Contributor the Cash Amount and the certificatesPortion, and, if anyrequested by the Contributor, representing a copy of such Grantor’s UnitsGeneral Partner's certificate; and (iiic) the transactions described or otherwise contemplated herein or in the Closing Documents will thereupon be deemed to have been consummated simultaneously with the IPO Closing (such consummation, the “"Final Closing”"). Notwithstanding the above, Optionee the Operating Partnership may, in its sole discretion, elect not to complete the purchase acquisition of all or any portion of the Contributed Interest Interests of any Grantor that identified, in its Assignment delivered pursuant to Section 2.3, a breach of or other exception with respect to Article 3 hereof or that has otherwise breached this Option Agreement (any such Grantor, a “Non-Complying Grantor”), in which case Optionee shall, in lieu of the delivery with respect to such Grantor pursuant to clause (i) above, notify the Closing Agent of such election and direct the Closing Agent to return such Grantor’s Closing Documents and Ancillary Agreements (as defined below) to such GrantorContributor. The election of Optionee the Operating Partnership to not purchase acquire all or any portion of the Contributed Interest Interests of a particular Non-Complying Grantor Contributor shall not affect the obligations of any other Grantor Contributor hereunder. The risk of loss to an Asset Entity's Assets prior to Closing shall be borne by such Asset Entity. If, including prior to the Final Closing, any of an Asset Entity's Assets shall be destroyed or damaged by fire or other Non-Complying Grantorcasualty, then this Agreement may, at the option of the Operating Partnership, be terminated with respect to the Asset Entity (or the Interests therein), the Assets of which have been destroyed or damaged. If, after the occurrence of any such casualty affecting an Asset Entity's Assets, this Agreement is not so terminated relative to such Asset Entity, the Operating Partnership may elect to (a) purchase the given Contributors' interests in such Asset Entity or Assets, as the case may be, and (b) direct such Contributors to pay or cause to be paid to the Operating Partnership any sums collected under any policies of insurance because of damage due to such casualty and otherwise assign to the Operating Partnership all rights to collect such sums as may then be uncollected; provided, however, that the Contributor shall not adjust or settle any insurance claim without the Operating Partnership's prior written consent, not to be unreasonably withheld or delayed. Under such circumstances, the Consideration payable upon such purchase shall be reduced by the amount of any deductibles under the applicable insurance policies. If the IPO Closing does not occur within fifteen (15) business days after by the date of the Initial ClosingTermination Date, then then, except as set forth in Section 1.10 hereof, neither party shall have any obligations under the Closing Documents or under any agreements or instruments executed in connection with the related exercise of the Purchase Option or under any agreements, documents or instruments executed and delivered by or on behalf of Grantor pursuant to or in connection with this Option Agreement or the transactions contemplated by such exercise hereunder or thereunder (such other agreements or instruments, collectively, “"Ancillary Agreements”"), this Contribution Agreement, the Closing Documents and the Ancillary Agreements shall be deemed null and void ab initio and the Closing Agent will be be, and is hereby, directed to destroy the Closing Documents and any Ancillary Agreement it holds and return to Optionee the consideration Operating Partnership the Consideration, if any, delivered by Optionee the Operating Partnership to the Closing Agent in accordance with the previous paragraph. This Option Agreement shall thereafter remain in effect and Optionee may thereafter exercise the Purchase Option again at any time before the Option Termination DateAgent.

Closing; Condition to Obligations. In connection with or at any time after Subject to the exercise by Optionee of foregoing, the Purchase Option, Optionee Operating Partnership will specify a closing date, which date will shall be no later than December 31April 30, 20041998, for the initial closing (the “Initial "Closing”") of the purchase and sale exchange contemplated by hereby which Closing shall take place at the Purchase Optionoffices of the REIT. At or before such Initial Closing, which shall be held at a place the Operating Partnership (or its designee) and time determined by Optionee in its sole discretion, Optionee and Grantor Owner will execute all closing documents (the “"Closing Documents”") required by Optionee the Operating Partnership in accordance with Section 2.3 Paragraph 3.D. and deposit the same in escrow with an the REIT or other escrow agent of Optionee’s choosing to be selected by the REIT (the “"Closing Agent”"). Upon the exercise of the Purchase Option, the transactions contemplated by this Option Agreement and by the Closing Documents executed and deposited in connection with such exercise will be consummated only if the closing of the initial public offering of Common Stock (the “IPO Closing”) occurs simultaneously with or within fifteen (15) business days after the date of the Initial Closing. If the IPO Closing occurs within such fifteen (15) business day periodoccurs: (i) Optionee shallWith respect to each Partnership or Property (or portion thereof) acquired, contemporaneously with the IPO Closing, Operating Partnership shall cause to be delivered to the Closing Agent with respect to for the benefit of each Grantor whose Purchase Option has been exercised (w) the Cash Amount, if any, (x) if the Purchase Price for such Grantor includes Units, a certificate of the general partner of Optionee certifying that such Grantor has been, or will be effective upon the Final Closing (as hereinafter defined), admitted as a limited partner of Optionee and that Optionee’s books and records indicate, or will indicate upon the Final Closing, that such Grantor is the holder of the number of Units, if any, which are called for pursuant to the Grantor’s Purchase Price, (y) if the Purchase Price for such Grantor includes Units and such Units are represented by certificates, a certificate or certificates in the name of such Grantor for Owner the number of Units set forth on each Owner's Acquisition Schedule, as adjusted pursuant to which such Grantor is entitled the terms hereof and (z) a duly executed Tax Maintenance Agreement substantially in the form attached hereto as Exhibit BMaster Agreement; (ii) upon Upon receipt of the consideration and the documentation set forth in clause (i) above, the Closing Agent will release the Closing Documents to Optionee and deliver to Grantor the Cash Amount and the certificates, if any, representing such Grantor’s UnitsOperating Partnership; and (iii) the The transactions described or otherwise contemplated herein or in the Closing Documents will thereupon be deemed to have been consummated (such consummation, the “Final Closing”)consummated. Notwithstanding the above, Optionee the Operating Partnership may, in its sole discretion, elect not to complete the purchase acquisition of the Contributed Interest Interests of any Grantor that identified, in its Assignment delivered pursuant to Section 2.3, a Owner with an identified breach of (and failure to cure within any relevant grace or cure period) or other exception with respect to Article 3 Paragraph 5 hereof or that has otherwise breached (and failed to cure) this Option Agreement (any such Grantor, Owner being hereafter referred to as a “"Non-Complying Grantor”Owner"), in which case Optionee the Operating Partnership shall, in lieu of the delivery with respect to such Grantor Owner pursuant to clause (i) above, notify the Closing Agent of such election and direct the Closing Agent to return such Grantor’s Owner's Closing Documents and any other agreements or instruments executed in connection with the transactions contemplated thereby (the "Ancillary Agreements (as defined belowAgreements") to such GrantorOwner. The election of Optionee the Operating Partnership not to not purchase acquire the Contributed Interest Interests of a particular Non-Complying Grantor Owner shall not affect the obligations of any other Grantor Owner hereunder, including any other Non-Complying GrantorOwner. If because of such an election, the Operating Partnership would not acquire all of the Interests in any one Partnership or Property, then the Operating Partnership may elect not to purchase any of the Interests in such Partnership or Property and none of the Owners in such Partnership or Property shall contribute its respective Interest in such Partnership or Property to the Operating Partnership. If the IPO Closing of a Partnership or Property does not occur as a result of a Non-Complying Owner within fifteen (15) business days after the date of the Initial Closingtime provided by Paragraph 3.B., then neither party shall have any obligations under the Closing Documents executed in connection with the related exercise of the Purchase Option or under any agreements, documents or instruments executed and delivered by or on behalf of Grantor pursuant to or in connection with this Option Agreement or the transactions contemplated by such exercise (such other agreements or instruments, collectively, “Ancillary Agreements”), the Closing Documents and the Ancillary Agreements shall be deemed null and void ab initio and the Closing Agent will be directed to destroy the such Closing Documents and any Ancillary Agreement Agreements it holds and return to Optionee the Operating Partnership the consideration delivered by Optionee the Operating Partnership to the Closing Agent with respect to such Partnership or Property in accordance with the previous paragraph. This Option Agreement shall thereafter remain in effect and Optionee may thereafter exercise the Purchase Option again at any time before the Option Termination Date.