Common use of ISSUANCE OF OP UNITS Clause in Contracts

ISSUANCE OF OP UNITS. (i) The Contributor understands that the OP Units being issued hereunder have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or under applicable state securities Laws (“Blue Sky Laws”), in reliance upon exemptions contained in the Securities Act and Blue Sky Laws and any applicable regulations promulgated thereunder or interpretations thereof, and cannot be offered for sale, sold or otherwise transferred unless, among other things, such OP Units subsequently are so registered or qualify for exemption from registration under the Securities Act and Blue Sky Laws. (ii) The OP Units are being acquired under this Agreement by the Contributor in good faith solely for its own account for investment and not with a view toward resale or other distribution in violation of the Securities Act, and the OP Units shall not be disposed of by the Contributor in contravention of the Securities Act or any applicable Blue Sky Laws. (iii) The Contributor has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of its investment in the OP Units, and it understands and is able to bear any economic risks associated with such investment (including the inherent risk of losing all or part of its investment in such OP Units). (iv) The Contributor is personally and directly familiar with the business that is conducted and is intended to be conducted by the OP and the REIT, including financial matters related to such business, has been given the opportunity to ask questions of, and receive answers from, the OP-General Partner, and the officers and trustees of the REIT concerning the business and financial affairs of the OP and the REIT, and the terms and conditions of its acquisition of such OP Units, and has had further opportunity to obtain any additional information desired (including information necessary to verify the accuracy of the foregoing). (v) The Contributor has had an opportunity, to the full extent it deemed necessary or desirable, to inform its legal and financial advisers of the terms, nature and risks of investing in the OP Units at this time, and to consult with them as appropriate about the investment. (vi) The Contributor is an “accredited investor” within the meaning of Regulation D promulgated under the Securities Act.

ISSUANCE OF OP UNITS. (i1) The Contributor AH LLC understands that the OP Units being issued hereunder have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or under applicable state securities Laws laws (“Blue Sky Laws”), in reliance upon exemptions contained in the Securities Act of 1933, as amended (the “Securities Act”) and Blue Sky Laws and any applicable regulations promulgated thereunder or interpretations thereof, and cannot be offered for sale, sold or otherwise transferred unless, among other things, such OP Units subsequently are so registered or qualify for exemption from registration under the Securities Act and Blue Sky Laws. (ii2) The OP Units being acquired by AH LLC hereunder are being acquired under this Agreement by the Contributor AH LLC in good faith solely for its own account account, for investment and not with a view toward resale or other distribution in violation of the Securities Act, and that the OP Units shall not be disposed of by the Contributor AH LLC in contravention of the Securities Act or any applicable Blue Sky Laws. (iii3) The Contributor AH LLC has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of its investment in the OP Units, and it understands and is able to bear any economic risks associated with such investment (including the inherent risk of losing all or part of its investment in such OP Units). (iv4) The Contributor AH LLC is personally and directly familiar with the business that is conducted and is intended to be conducted by the OP and the REITCompany, including financial matters related to such business, has been given the opportunity to ask questions of, and receive answers from, the OP-General Partner, general partner of the OP and the officers and trustees of the REIT Company concerning the business and financial affairs of the OP and the REITCompany, and the terms and conditions of its acquisition of such OP Units, and has had further opportunity to obtain any additional information desired (including information necessary to verify the accuracy of the foregoing). (v5) The Contributor AH LLC has had an opportunity, to the full extent it deemed necessary or desirable, to inform its legal and and/or financial advisers of the terms, nature and risks of investing in the OP Units at this time, and to consult with them as appropriate about the investment. (vi6) The Contributor AH LLC is an “accredited investor” within the meaning of Regulation D promulgated under the Securities Act.

ISSUANCE OF OP UNITS. (i) The Contributor AH LLC understands that the OP Units being issued hereunder have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or under applicable state securities Laws laws (“Blue Sky Laws”), in reliance upon exemptions contained in the Securities Act of 1933, as amended (the “Securities Act”) and Blue Sky Laws and any applicable regulations promulgated thereunder or interpretations thereof, and cannot be offered for sale, sold or otherwise transferred unless, among other things, such OP Units subsequently are so registered or qualify for exemption from registration under the Securities Act and Blue Sky Laws. (ii) The OP Units being acquired by AH LLC hereunder are being acquired under this Agreement by the Contributor AH LLC in good faith solely for its own account account, for investment and not with a view toward resale or other distribution in violation of the Securities Act, and that the OP Units shall not be disposed of by the Contributor AH LLC in contravention of the Securities Act or any applicable Blue Sky Laws. (iii) The Contributor AH LLC has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of its investment in the OP Units, and it understands and is able to bear any economic risks associated with such investment (including the inherent risk of losing all or part of its investment in such OP Units). (iv) The Contributor AH LLC is personally and directly familiar with the business that is conducted and is intended to be conducted by the OP and the REITCompany, including financial matters related to such business, has been given the opportunity to ask questions of, and receive answers from, the general partner of the OP-General Partner, and the officers and trustees of the REIT Company concerning the business and financial affairs of the OP and the REITCompany, and the terms and conditions of its acquisition of such OP Units, and has had further opportunity to obtain any additional information desired (including information necessary to verify the accuracy of the foregoing). (v) The Contributor AH LLC has had an opportunity, to the full extent it deemed necessary or desirable, to inform its legal and and/or financial advisers of the terms, nature and risks of investing in the OP Units at this time, and to consult with them as appropriate about the investment. (vi) The Contributor AH LLC is an “accredited investor” within the meaning of Regulation D promulgated under the Securities Act.

ISSUANCE OF OP UNITS. (i) The i. Such Contributor understands that the OP Units being issued hereunder have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or under applicable state securities Laws laws (“Blue Sky Laws”), in reliance upon exemptions contained in the Securities Act and Blue Sky Laws and any applicable regulations promulgated thereunder or interpretations thereof, and cannot be offered for sale, sold or otherwise transferred unless, among other things, such OP Units subsequently are so registered or qualify for exemption from registration under the Securities Act and Blue Sky Laws. (ii) . The OP Units are being acquired under this Agreement by the such Contributor in good faith each solely for its own account account, respectively, for investment and not with a view toward resale or other distribution in violation of the Securities Act, and that the OP Units shall not be disposed of by the such Contributor in contravention of the Securities Act or any applicable Blue Sky Laws. (iii) The . Such Contributor has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of its investment in the OP Units, and it understands and is able to bear any economic risks associated with such investment (including the inherent risk of losing all or part of its investment in such OP Units). (iv) The . Such Contributor is personally and directly familiar with the business that is conducted and is intended to be conducted by the OP and the REITCompany, including financial matters related to such business, has been given the opportunity to ask questions of, and receive answers from, the general partner of the OP-General Partner, and the officers and trustees of the REIT Company concerning the business and financial affairs of the OP and the REITCompany, and the terms and conditions of its acquisition of such OP Units, and has had further opportunity to obtain any additional information desired (including information necessary to verify the accuracy of the foregoing). (v) The v. Such Contributor has had an opportunity, to the full extent it deemed necessary or desirable, to inform its legal and and/or financial advisers of the terms, nature and risks of investing in the OP Units at this time, and to consult with them as appropriate about the investment. (vi) The . Such Contributor is an “accredited investor” within the meaning of Regulation D promulgated under the Securities Act.