Common use of CONTRIBUTOR Clause in Contracts

CONTRIBUTOR. Not less than five (5) business days prior to the Closing Date, Contributor shall deliver to Acquiror a copy of each of the following items (the original of each to be executed if necessary and delivered to Acquiror at the Closing): (a) the Deeds, in form and substance reasonably satisfactory to Acquiror, subject only to the Permitted Exceptions, sufficient to transfer and convey to Acquiror or Acquiror's designee fee simple title to the Properties as required by this Agreement; (b) a general warranty ▇▇▇▇ of sale, in form and substance reasonably satisfactory to Acquiror, sufficient to transfer to Acquiror or Acquiror's designee title to the tangible Personal Property and containing appropriate warranties of title and condition as required by this Agreement; (c) a letter advising tenants under the Leases of the change in ownership of the Properties and directing them to pay rent to Acquiror or as Acquiror may direct, in form and substance reasonably satisfactory to Contributor; (d) any and all affidavits, certificates or other documents required by the Title Insurer in order to cause it to issue at the Closing an Owner's Title Insurance Policy for each of the Properties (or marked-up commitment therefor) in the form and condition required by this Agreement (it being understood that Contributor will provide any certificates or undertakings required in order to induce the Title Insurer to insure over any "gap" period resulting from any delay in recording of documents or later-dating the title insurance file); (e) an assignment and assumption, in form and substance reasonably satisfactory to Acquiror, of the Leases (the "Assignment of Leases") (including an updated Rent Roll certified by Contributor as of the Closing Date as being true, accurate and complete and all security deposits thereunder), and an assignment, in form and substance reasonably satisfactory to Acquiror, of those Service Contracts that Acquiror elects to assume (the "Assignment of Service Contracts"); (f) all of the original Leases, all written Service Contracts assigned to Acquiror, and any and all building plans, surveys, site plans, engineering plans and studies, utility plans, landscaping plans, development plans, blueprints, specifications, drawings and other documentation concerning the Properties and in the possession or control of Contributor; (g) an assignment, in form and substance reasonably satisfactory to Acquiror, pursuant to which Contributor transfers all items of intangible personal property referred to in Section 1F above; (h) any existing bonds, warranties or guaranties which are in any way applicable to the Properties or any part thereof; (i) a pay-off letter (the "Pay-Off Letter") issued by the holder of each Existing Note (as defined below), setting forth the amount of principal and interest outstanding on the Closing Date, and the amount of any prepayment fees and other related charges; (j) to the extent not previously delivered to Acquiror, copies of the most currently available tax bills for the Properties; (k) an affidavit stating, under penalty of perjury, Contributor's United States taxpayer identification number and that Contributor is not a "foreign person" as defined in Section 1445(f)(3) of the Code, and otherwise in the form prescribed by the Internal Revenue Service; (l) the OP Unit Recipient Agreement and such other documents as may be required under the Partnership Agreement in connection with the admission of each OP Unit Recipient as an additional limited partner of Acquiror, such OP Unit Recipient Agreement and other documents to be duly executed by each of the OP Unit Recipients; (m) a certificate, dated the Closing Date and signed by the general partner or managing member, as the case may be, of each Contributor, certifying to Acquiror that the representations and warranties of Contributor contained in this Agreement are true and correct as of the Closing Date; (n) notices to parties to Service Contracts that are being assigned pursuant to the Assignment of Service Contracts (the "Service Contracts Notices"); (o) a fully executed master lease for the Airline Property in form and substance reasonably satisfactory to Acquiror, if necessary; and (p) all other necessary or appropriate documents reasonably required by Acquiror in order to consummate the transaction contemplated hereby (including, without limitation, the currently effective certificate(s) of occupancy for the Properties, and such other governmental or regulatory approvals issued to Contributor with respect to the Properties).

CONTRIBUTOR. Not less than five (5) business days prior to the Closing Date or the Additional Closing Date, as the case may be, Contributor shall deliver to Acquiror a copy of each of the following items (the original of each to be executed if necessary and delivered to Acquiror at the Closing or the Additional Closing):, as the case may be) with respect to the Properties or the Additional Property, as the case may be: (a) the Deeds, in form and substance reasonably satisfactory to Acquiror, subject only to the Permitted Exceptions, Exceptions and such other exceptions that have been waived in writing by Acquiror sufficient to transfer and convey to Acquiror or Acquiror's designee fee simple title to the Properties Land and Improvements as required by this Agreement; (b) a general warranty ▇▇▇▇ of sale, in form and substance reasonably satisfactory to Acquiror, sufficient to transfer to Acquiror or Acquiror's designee title to the tangible Personal Property and containing appropriate warranties of title and condition as required by this Agreement; (c) a letter advising tenants under the Leases of the change in ownership of the Properties or the Additional Property, as the case may be, and directing them to pay rent to Acquiror or as Acquiror may direct, in form and substance reasonably satisfactory to Contributor; (d) any and all affidavits, certificates or other documents required by the Title Insurer in order to cause it to issue at the Closing or the Additional Closing, as the case may be, an Owner's Title Insurance Policy for each of the Properties or the Additional Property, as the case may be (or marked-up commitment therefor) in the form and condition required by this Agreement (it being understood that Contributor will provide any certificates or undertakings required in order orde to induce the Title Insurer to insure over any "gap" period resulting from any delay in recording of documents or later-dating the title insurance file); (e) an assignment and assumption, in form and substance reasonably satisfactory to Acquiror, of the Leases (the "Assignment of Leases") (including an updated Rent Roll certified by Contributor as of the Closing Date or the Additional Closing Date, as the case may be, as being true, accurate and complete and all security deposits thereunder), and an assignmentassignment and assumption, in form and substance reasonably satisfactory to Acquiror, of those Service Contracts that Acquiror elects to assume to the extent the same are assignable by Contributor (the "Assignment of Service Contracts"); (f) all of the original Leases, all written Service Contracts assigned to Acquiror, and any and all building plans, surveys, site plans, engineering plans and studies, utility plans, landscaping plans, development plans, blueprints, specifications, drawings and other documentation concerning the Properties or the Additional Property, as the case may be, and in the possession or control of Contributor; (g) an assignment, in form and substance reasonably satisfactory to Acquiror, pursuant to which Contributor transfers all items of intangible personal property referred to in Section 1F aboveabove to the extent the same are assignable by Contributor; (h) any existing bonds, warranties or guaranties which are in any way applicable to the Properties Properties, the Additional Property or any part thereof, as the case may be; (i) a pay-off letter (estoppel certificates from the "Pay-Off Letter") issued by the holder holders of each Existing Note (as defined below)Mortgage, setting forth in form and content consistent with the amount provisions of principal and interest outstanding on the Closing Date, and the amount of any prepayment fees and other related chargesSection 3D; (j) to the extent not previously delivered to Acquiror, copies of the most currently available tax bills for the PropertiesProperties and the Additional Property, as the case may be; (k) an affidavit stating, under penalty of perjury, Contributor's United States taxpayer identification number and that Contributor is not a "foreign person" as defined in Section 1445(f)(3) of the Code, and otherwise in the form prescribed by the Internal Revenue Service; (l) the OP Unit Recipient Agreement and such other documents as may be required under the Partnership Agreement in connection with the admission of each OP Unit Recipient as an additional limited partner of Acquiror, such OP Unit Recipient Agreement and other documents to be duly executed by each of the OP Unit Recipients; (m) a certificate, dated the Closing Date and signed by or the general partner or managing memberAdditional Closing Date, as the case may be, and signed by the President, authorized officer, manager or authorized member of each Contributor, certifying to Acquiror that the representations and warranties of Contributor contained in this Agreement are true and correct as of the Closing Date or the Additional Closing Date, as the case may be, except as disclosed in a schedule to such certificate; (m) an OP Unit Recipient Agreement in substantially the form of Exhibit G attached to this Agreement, such OP Unit Recipient Agreement to be duly executed by each OP Unit Recipient receiving OP Units at the Closing or the Additional Closing, as the case may be; (n) at the Closing, the Option Agreement, duly executed by Six Points, ▇▇▇▇▇▇▇▇ Investments, Inc. and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇; (o) notices to parties to Service Contracts that are being assigned pursuant to the Assignment of Service Contracts (the "Service Contracts Notices"); (op) a fully the Amended and Restated Operating Agreement of First Point Associates, LLC, substantially in the form of Exhibit K attached hereto, duly executed master lease for and delivered by Airtech Parkway Associates, LLC; (q) the Airline Property Contribution and Sale Agreement, substantially in the form of Exhibit L attached hereto, duly executed and delivered by Airtech Parkway Associates, LLC; (r) the Supplemental Agreement by and between Acquiror, Six Points and ▇▇▇▇▇▇▇▇ Investments, Inc., substantially in the form of Exhibit M attached hereto; (s) an assignment, in form and substance reasonably satisfactory to Acquiror, if necessarypursuant to which Contributor assigns to Acquiror Contributor's entire interest in the Lease Agreement and Grant of Option dated June 18, 1998, by and between Mayflower Park Associates, L.L.C., as Landlord, and MPSN, L.L.C., as Tenant; (t) an agreement, in form and substance reasonably satisfactory to Acquiror and Contributor, (the "Brightpoint Rent Agreement") pursuant to which Corporate Drive Associates, LLC assigns all of its rights and obligations under the Rent Agreement and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ is released from all of his obligations under the Rent Agreement; and (pu) all other necessary or appropriate documents reasonably required by Acquiror in order to consummate the transaction contemplated hereby (including, without limitation, the currently effective certificate(s) of occupancy for the PropertiesProperties or Additional Property, as the case may be (if certificates of occupancy are issued in the applicable jurisdictions), and such other governmental or regulatory approvals issued to Contributor with respect to the PropertiesProperties or the Additional Property, as the case may be).

CONTRIBUTOR. Not less than five (5) business days prior to the Closing Date, Contributor shall deliver to Acquiror a copy of each of the following items (the original of each to be executed if necessary and delivered to Acquiror at the Closing): (a) the Deeds, in form and substance reasonably satisfactory to Acquiror, subject only to the Permitted Exceptions, sufficient to transfer and convey to Acquiror or Acquiror's designee fee simple title to the Properties as required by this Agreement; (b) a general warranty ▇▇▇▇ of sale, in form and substance reasonably satisfactory to Acquiror, sufficient to transfer to Acquiror or Acquiror's designee title to the tangible Personal Property and containing appropriate warranties of title and condition as required by this Agreement; (c) a letter advising tenants under the Leases of the change in ownership of the Properties and directing them to pay rent to Acquiror or as Acquiror may direct, in form and substance reasonably satisfactory to Contributor; (d) any and all affidavits, certificates or other documents required by the Title Insurer in order to cause it to issue at the Closing an Owner's Title Insurance Policy for each of the Properties (or marked-up commitment therefor) in the form and condition required by this Agreement (it being understood that Contributor will provide any certificates or undertakings required in order to induce the Title Insurer to insure over any "gap" period resulting from any delay in recording of documents or later-dating the title insurance file); (e) an assignment and assumption, in form and substance reasonably satisfactory to Acquiror, of the Leases (the "Assignment of Leases") (including an updated Rent Roll certified by Contributor as of the Closing Date as being true, accurate and complete and all security deposits thereunder), and an assignment, in form and substance reasonably satisfactory to Acquiror, of those Service Contracts that Acquiror elects to assume (the "Assignment of Service Contracts"); (f) all of the original Leases, all written Service Contracts assigned to Acquiror, and any and all building plans, surveys, site plans, engineering plans and studies, utility plans, landscaping plans, development plans, blueprints, specifications, drawings and other documentation concerning the Properties and in the possession or control of Contributor; (g) an assignment, in form and substance reasonably satisfactory to Acquiror, pursuant to which Contributor transfers all items of intangible personal property referred to in Section 1F above; (h) any existing bonds, warranties or guaranties which are in any way applicable to the Properties or any part thereof; (i) a pay-off letter (the "Pay-Off Letter") issued by the holder of each Existing Note (as defined below), setting forth the amount of principal and interest outstanding on the Closing Date, and the amount of any prepayment fees and other related charges; (j) to the extent not previously delivered to Acquiror, copies of the most currently available tax bills for the Properties; (k) an affidavit stating, under penalty of perjury, Contributor's United States taxpayer identification number and that Contributor is not a "foreign person" as defined in Section 1445(f)(3) of the Code, and otherwise in the form prescribed by the Internal Revenue Service; (l) the OP Unit Recipient Agreement and such other documents as may be required under the Partnership Agreement in connection with the admission of each OP Unit Recipient as an additional limited partner of Acquiror, such OP Unit Recipient Agreement and other documents to be duly executed by each of the OP Unit Recipients; (m) a certificate, dated the Closing Date and signed by the general partner President or managing member, as the case may be, any executive vice president of each Contributor, certifying to Acquiror that the representations and warranties of Contributor contained in this Agreement are true and correct as of the Closing Date; (n) evidence of the recordation in the appropriate land records of a separate subdivision plat complying with all applicable laws, regulations, codes and ordinances, pursuant to which that each of those certain properties commonly known as 8, 21 and ▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ (including all parking areas, driveways, buildings and other improvements and lawful means of access and utility service and capacity to permit the present use and operation thereof) is each established as a separate and distinct parcel for all necessary purposes; (o) notices to parties to Service Contracts that are being assigned pursuant to the Assignment of Service Contracts (the "Service Contracts Notices"); (op) a fully executed master lease for the Airline Property reciprocal easement and operating agreement between Acquiror and Contributor, in form and substance reasonably satisfactory to AcquirorAcquiror and Contributor, if necessaryto be duly executed by Contributor; (q) a fully executed lease with Distribution Unlimited Inc. in the form attached as Exhibit J to this Agreement; and (pr) all other necessary or appropriate documents reasonably required by Acquiror in order to consummate the transaction contemplated hereby (including, without limitation, the currently effective certificate(s) of occupancy for the Properties, and such other governmental or regulatory approvals issued to Contributor with respect to the Properties).

CONTRIBUTOR. Not less than five By: ---------------------------------------- Name: --------------------------------------- Title: -------------------------------------- PARTNERSHIP: CABOT INDUSTRIAL PROPERTIES, L.P. By: Cabot Industrial Trust, its general partner By: ---------------------------------------- Name: --------------------------------------- Title: -------------------------------------- [ACKNOWLEDGMENTS] --------------- EXHIBIT I FORM OF EQUITY HOLDER CONSENT The undersigned, being [a] [the sole] stockholder of ____________________, a _______________ _______________ (5) business days prior the "Title Holding Entity"), in accordance with the authority contained in the Title Holding Entity's charter, without the formality of convening a meeting, hereby consents to the Closing Datefollowing actions and waives any notice, Contributor shall deliver whether provided by statute or otherwise, required to Acquiror a copy of each be given in connection therewith: RESOLVED, that the proposed merger of the following items (Title Holding Entity with and into Cabot Industrial Properties, L.P., on substantially the original terms and conditions set forth in the form of Contribution Agreement attached hereto, and the other transactions contemplated therein, are hereby approved and adopted in all respects; and FURTHER RESOLVED, that the officers of the Title Holding Entity are each hereby authorized and directed to execute and deliver the Contribution Agreement in substantially the form attached hereto, with such changes therein as the executing officer may approve, and all other agreements, certificates, instruments and other documents in connection with the transactions contemplated therein and to do all acts and make all payments, for and in the name and on behalf of the Title Holding Entity, as they may deem necessary or desirable, the execution of any such document or doing of any such act or making of any such payment by any such officer to be executed if necessary conclusive evidence of such officer's approval. The undersigned, as an Equity Holder of the Title Holding Entity, hereby agrees (i) to indemnify, defend and delivered hold the Company and the Partnership harmless from and against any liability, claim, demand, loss or damage, to Acquiror at the Closing): same extent and in the same manner as the Title Holding Entity has so agreed in Article 13 of the Contribution Agreement, provided that (a) the Deedsaggregate -------- liability of the undersigned under Article 13 shall not exceed its IPO Proceeds and the liability of the undersigned under Article 13 with respect to any particular Property shall not exceed its percentage share of the Contribution Amount with respect to such Property and provided, further, that, if the -------- ------- undersigned elects to deliver Ownership Units to satisfy its indemnification amount and delivers all Ownership Units received by it in form and substance reasonably satisfactory to Acquiror, subject only the Consolidation to the Permitted Exceptions, sufficient Company or the Partnership pursuant to transfer and convey to Acquiror or Acquiror's designee fee simple title to the Properties as required by this Agreement; (b) a general warranty ▇▇▇▇ of sale, in form and substance reasonably satisfactory to Acquiror, sufficient to transfer to Acquiror or Acquiror's designee title to the tangible Personal Property and containing appropriate warranties of title and condition as required by this Agreement; (c) a letter advising tenants under the Leases Section 13.1 of the change in ownership Contribution Agreement, the undersigned shall have no further liability under Article 13, and (ii) that any permitted transferee of the Properties and directing them undersigned's Ownership Units shall first also agree to pay rent to Acquiror or as Acquiror may direct, in form and substance reasonably satisfactory to Contributor; (d) any and all affidavits, certificates or other documents required be bound by the Title Insurer obligations described in order to cause it to issue at the Closing an Owner's Title Insurance Policy for each of the Properties (or marked-up commitment therefor) in the form and condition required by this Agreement (it being understood that Contributor will provide any certificates or undertakings required in order to induce the Title Insurer to insure over any "gap" period resulting from any delay in recording of documents or later-dating the title insurance file); (e) an assignment and assumption, in form and substance reasonably satisfactory to Acquiror, of the Leases (the "Assignment of Leases") (including an updated Rent Roll certified by Contributor as of the Closing Date as being true, accurate and complete and all security deposits thereunder), and an assignment, in form and substance reasonably satisfactory to Acquiror, of those Service Contracts that Acquiror elects to assume (the "Assignment of Service Contracts"); (f) all of the original Leases, all written Service Contracts assigned to Acquiror, and any and all building plans, surveys, site plans, engineering plans and studies, utility plans, landscaping plans, development plans, blueprints, specifications, drawings and other documentation concerning the Properties and in the possession or control of Contributor; (g) an assignment, in form and substance reasonably satisfactory to Acquiror, pursuant to which Contributor transfers all items of intangible personal property referred to in Section 1F above; (h) any existing bonds, warranties or guaranties which are in any way applicable to the Properties or any part thereof; clause (i) above for so long as any such obligations shall exist under the Contribution Agreement (although such agreement shall not release the undersigned from its obligations). The undersigned acknowledges that a pay-off letter (copy of this consent will be delivered to the "Pay-Off Letter") issued by Company, the holder Partnership and Cabot Partners, who will be relying on this consent in connection with entering into the Contribution Agreement, and that this consent is hereby made a part of each Existing Note (as defined below), setting forth the amount of principal and interest outstanding Contribution Agreement. This consent is being delivered in reliance on the Closing Daterepresentations, warranties and the amount covenants of any prepayment fees and other related charges; (j) to the extent not previously delivered to Acquiror, copies Cabot Partners contained in Section 3.13 of the most currently available tax bills for the Properties; (k) an affidavit stating, under penalty of perjury, Contributor's United States taxpayer identification number Contribution Agreement. Capitalized terms used and that Contributor is not a "foreign person" defined above are used as defined in Section 1445(f)(3) of the Code, and otherwise in the form prescribed by the Internal Revenue Service; (l) the OP Unit Recipient Agreement and such other documents as may be required under the Partnership Agreement in connection with the admission of each OP Unit Recipient as an additional limited partner of Acquiror, such OP Unit Recipient Agreement and other documents to be duly executed by each of the OP Unit Recipients; (m) a certificate, dated the Closing Date and signed by the general partner or managing member, as the case may be, of each Contributor, certifying to Acquiror that the representations and warranties of Contributor contained in this Agreement are true and correct as of the Closing Date; (n) notices to parties to Service Contracts that are being assigned pursuant to the Assignment of Service Contracts (the "Service Contracts Notices"); (o) a fully executed master lease for the Airline Property in form and substance reasonably satisfactory to Acquiror, if necessary; and (p) all other necessary or appropriate documents reasonably required by Acquiror in order to consummate the transaction contemplated hereby (including, without limitation, the currently effective certificate(s) of occupancy for the Properties, and such other governmental or regulatory approvals issued to Contributor with respect to the Properties)Contribution Agreement.