Common use of Securities Act and Other Representations and Agreements Clause in Contracts

Securities Act and Other Representations and Agreements. (i) Upon the issuance of Units to Contributor, Contributor shall become subject to, and shall be bound by, the terms and provisions of the Partnership Agreement of Operating Partnership, including the terms of the power of attorney contained in Section 15.11 thereof, as the Partnership Agreement may be amended and restated from time to time in accordance with its terms. (ii) Contributor or his, her or its advisor(s) have had a reasonable opportunity to ask questions of and receive information and answers from a person or persons acting on behalf of the Partnership concerning the Consolidation, and, as Contributor may deem necessary, to verify the information contained in the Memorandum, receipt of which is acknowledged, and any other information provided to Contributor by the Partnership or Operating Partnership and all such questions have been answered and all such information has been provided to the full satisfaction of Contributor. (iii) Contributor is acquiring Units for his, her or its own account as principal, for investment and not with a view to resale or distribution, that the shares of Common Stock of the REIT which may be obtained upon redemption of the Units may not be transferred or otherwise disposed of by Contributor otherwise than in transactions pursuant to the registration statement required to be filed by the Partnership with respect to such shares of Common Stock or that are exempt from the registration requirements of the Securities Act of 1933 (the "Securities Act") and all applicable state and foreign securities laws, and that the REIT may refuse to transfer any shares of Common Stock as to which evidence of such registration or exemptions from such registration satisfactory to the REIT is not provided to it. (iv) Contributor has sufficient knowledge and experience in financial, tax and business matters to enable them to evaluate the merits and risks of an investment in the Units. Contributor has the ability to bear the economic risk of acquiring the Units. Contributor acknowledges that (1) the transactions contemplated by this Agreement and the Memorandum involve complex tax consequences for each Contributor and each Contributor is relying solely on the advice of their own tax advisors in evaluating such consequences, and (2) neither Operating Partnership nor the General Partner has made (or shall be deemed to have made) any representations or warranties as to the tax consequences of such transaction to any Contributor. Each Contributor remains solely responsible for all tax matters relating to each Contributor. (v) If needed, Contributor has discussed with his, her or its professional, legal, tax or financial advisors the suitability of an investment in Units or shares of Common Stock for his, her or its particular tax and financial situation. Nothing contained herein or in the Memorandum shall be deemed to imply any representation by Operating Partnership or the General Partner as to a particular tax effect that may be obtained by any Contributor. All information that Contributor has provided to Operating Partnership concerning himself or herself or itself and his, her or its financial position is correct and complete as of the date hereof, and if there should be any material change in such information prior to issuance of Units to the partners, he, she or it shall immediately provide such changed information to Operating Partnership. (vi) Contributor has not disclosed any information contained in the Memorandum to anyone other than his or her spouse or his, her or its professional, legal, tax or financial advisors advising him, her or it in connection with this investment and has not reproduced the Memorandum other than for the use of such advisors. (b) STATUS AS A UNITED STATES PERSON. (i) Unless otherwise indicated on the Partner Consent, Contributor certifies that Contributor is not a foreign person within the meaning of Section 1445 of the Internal Revenue Code ("Section 1445"). To the extent that Contributor is not a foreign person within the meaning of Section 1445, (1) Contributor's U.S. taxpayer identification number that has previously been provided to the Partnership is accurate, (2) Contributor's home address (in the case of an individual) or office address (in the case of an entity) is that address indicated on Exhibit A of this Agreement and (3) if Contributor subsequently becomes a foreign person within the meaning of Section 1445, Contributor shall notify Operating Partnership within sixty (60) days of doing so. (ii) If Contributor is a foreign person within the meaning of Section 1445, Operating Partnership shall withhold ten percent (10%) of the amount realized (as such term is defined in Section 1001 of the Internal Revenue Code) by Contributor in connection with the Contributions, unless Operating Partnership shall receives from Contributor a notice of nonrecognition transfer with respect to the Contributions by Contributor (in a form to be provided by Operating Partnership).

Securities Act and Other Representations and Agreements. (i) Upon the issuance of Units to Contributor, Contributor shall become subject to, and shall be bound by, the terms and provisions of the Partnership Agreement of Operating Partnership, including the terms of the power of attorney contained in Section 15.11 thereof, as the Partnership Agreement may be amended and restated from time to time in accordance with its terms. (ii) Contributor or his, her or its advisor(s) have had a reasonable opportunity to ask questions of and receive information and answers from a person or persons acting on behalf of the Partnership concerning the Consolidation, and, as Contributor may deem necessary, to verify the information contained in the Memorandum, receipt of which is acknowledged, and any other information provided to Contributor by the Partnership or Operating Partnership and all such questions have been answered and all such information has been provided to the full satisfaction of Contributor. (iii) Contributor is acquiring Units for his, her or its own account as principal, for investment and not with a view to resale or distribution, that the shares of Common Stock of the REIT which may be obtained upon redemption of the Units may not be transferred or otherwise disposed of by Contributor otherwise than in transactions pursuant to the registration statement required to be filed by the Partnership with respect to such shares of Common Stock or that are exempt from the registration requirements of the Securities Act of 1933 (the "Securities Act") and all applicable state and foreign securities laws, and that the REIT may refuse to transfer any shares of Common Stock as to which evidence of such registration or exemptions from such registration satisfactory to the REIT is not provided to it. (iv) Contributor has sufficient knowledge and experience in financial, tax and business matters to enable them him, her or it to evaluate the merits and risks of an investment in the Units. Contributor has the ability to bear the economic risk of acquiring the Units. Contributor acknowledges that (1) the transactions contemplated by this Agreement and the Memorandum involve complex tax consequences for each Contributor and each Contributor is relying solely on the advice of their his, her or its own tax advisors in evaluating such consequences, and (2) neither Operating Partnership nor the General Partner has made (or shall be deemed to have made) any representations or warranties as to the tax consequences of such transaction to any Contributor. Each Contributor remains solely responsible for all tax matters relating to each Contributor. (v) If needed, Contributor has discussed with his, her or its professional, legal, tax or financial advisors the suitability of an investment in Units or shares of Common Stock for his, her or its particular tax and financial situation. Nothing contained herein or in the Memorandum shall be deemed to imply any representation by Operating Partnership or the General Partner as to a particular tax effect that may be obtained by any Contributor. All information that Contributor has provided to Operating Partnership concerning himself or herself or itself and his, her or its financial position is correct and complete as of the date hereof, and if there should be any material change in such information prior to issuance of Units to the partners, he, she or it shall immediately provide such changed information to Operating Partnership. (vi) Contributor has not disclosed any information contained in the Memorandum to anyone other than his or her spouse or his, her or its professional, legal, tax or financial advisors advising him, her or it in connection with this investment and has not reproduced the Memorandum other than for the use of such advisors. (b) STATUS AS A UNITED STATES PERSON. (i) Unless otherwise indicated on the Partner Consent, Contributor certifies that Contributor is not a foreign person within the meaning of Section 1445 of the Internal Revenue Code ("Section 1445"). To the extent that Contributor is not a foreign person within the meaning of Section 1445, (1) Contributor's U.S. taxpayer identification number that has previously been provided to the Partnership is accurate, (2) Contributor's home address (in the case of an individual) or office address (in the case of an entity) is that address indicated on Exhibit A of this Agreement and (3) if Contributor subsequently becomes a foreign person within the meaning of Section 1445, Contributor shall notify Operating Partnership within sixty (60) days of doing so. (ii) If Contributor is a foreign person within the meaning of Section 1445, Operating Partnership shall withhold ten percent (10%) of the amount realized (as such term is defined in Section 1001 of the Internal Revenue Code) by Contributor in connection with the Contributions, unless Operating Partnership shall receives from Contributor a notice of nonrecognition transfer with respect to the Contributions by Contributor (in a form to be provided by Operating Partnership).any

Securities Act and Other Representations and Agreements. (i) Upon the issuance of Units to ContributorContributor (or a designee as provided in Section 2), Contributor (or designee) shall become subject to, and shall be bound by, the terms and provisions of the Partnership Agreement of Operating Partnership, including the terms of the power of attorney contained in Section 15.11 thereof, as the Partnership Agreement may be amended and restated from time to time in accordance with its terms. (ii) Contributor or his, her or its advisor(s) have had a reasonable opportunity to ask questions of and receive information and answers from a person or persons acting on behalf of the Partnership and Operating Partnership concerning the Consolidation, and, as Contributor may deem necessary, to verify the information contained in the Memorandum, receipt of which is acknowledged, and any other information provided to Contributor by the Partnership or Operating Partnership and all such questions have been answered and all such information has been provided to the full satisfaction of Contributor. (iii) Contributor is acquiring Units for his, her or its own account as principal, for investment and not with a view to resale or distribution, that the shares of Common Stock of the REIT which may be obtained upon redemption of and the Units may not be transferred or otherwise disposed of by Contributor otherwise than in transactions pursuant to the a registration statement required to be filed by the Operating Partnership with respect (which it has no obligation to such shares of Common Stock file) or that are exempt from the registration requirements of the Securities Act of 1933 1933, as amended (the "Securities Act") ), and all applicable state and foreign securities laws, and that the REIT may refuse to transfer any shares of Common Stock Units as to which evidence of such registration or exemptions from such registration satisfactory to the REIT is not provided to it, which evidence may include the requirement of legal opinions regarding the exemption from such registration. If the REIT elects, in its sole discretion, to deliver to any Contributor, common shares of beneficial interest of the REIT ("Common Shares") upon redemption of any Units, the Common Shares will be acquired for its own account as principal, for investment and not with a view to resale or distribution, and the Common Shares may not be transferred or otherwise disposed of by Contributor otherwise than in transactions pursuant to any registration statement filed by the REIT with respect to such Common Shares (which it has an obligation to file only pursuant to the Registration Rights Agreement described in the Memorandum) or that are exempt from the registration requirements of the Securities Act and all applicable state and foreign securities laws, and the REIT may refuse to transfer any Common Shares as to which evidence of such registration or exemptions from such registration satisfactory to the REIT is not provided to it, which evidence may include the requirement of legal opinions regarding the exemption from such registration. (iv) Contributor (either alone or with its advisors) has sufficient knowledge and experience in financial, tax and business matters to enable them it to evaluate the merits and risks of an investment in the Units. Contributor has the ability to bear the economic risk of acquiring the Units. Contributor acknowledges that (1) the transactions contemplated by this Agreement and the Memorandum involve complex tax consequences for each Contributor and each Contributor is relying solely on the advice of their its own tax advisors in evaluating such consequences, and (2) neither Operating Partnership nor the General Partner has made (or shall be deemed to have made) any representations or warranties as to the tax consequences of such transaction to any Contributor. Each Contributor remains solely responsible for all tax matters relating to each Contributor. (v) If needed, Contributor has discussed with his, her or its professional, legal, tax or financial advisors the suitability of an investment in Units or shares of Common Stock Shares for his, her or its particular tax and financial situation. Nothing contained herein or in the Memorandum shall be deemed to imply any representation by Operating Partnership or the General Partner as to a particular tax effect that may be obtained by any Contributor. . (vi) All information that Contributor has provided to Operating Partnership concerning himself or herself or itself and his, her or its financial position is correct and complete as of the date hereof, and if there should be any material change in such information prior to issuance of Units to the partnersContributors, he, she or it shall immediately provide such changed information to Operating Partnership. (vivii) Contributor has not disclosed any information contained in the Memorandum to anyone other than his or her spouse or his, her or its professional, legal, tax or financial advisors advising him, her or it in connection with this investment and has not reproduced the Memorandum other than for the such use of by such advisors. (b) STATUS AS A UNITED STATES PERSON. Status as a United States Person. (i) Unless otherwise indicated on the Partner Consent, Contributor certifies that Contributor is not a foreign person within the meaning of Section 1445 of the Internal Revenue Code ("Section 1445"). To the extent that Contributor is not a foreign person within the meaning of Section 1445, (1) Contributor's U.S. taxpayer identification number that has previously been provided to the Partnership is accurate, (2) Contributor's home address (in the case of an individual) or office address (in the case of an entity) is that address indicated on Exhibit A of this Agreement and (3) if Contributor subsequently becomes a foreign person within the meaning of Section 1445, Contributor shall notify Operating Partnership within sixty (60) days of doing so. (ii) If Contributor is a foreign person within the meaning of Section 1445, Operating Partnership shall withhold ten percent (10%) of the amount realized (as such term is defined in Section 1001 of the Internal Revenue Code) by Contributor in connection with the Contributions, unless Operating Partnership shall receives from Contributor a notice of nonrecognition transfer with respect prior to the Contributions by Contributor (in a form to be provided by Operating Partnership)Closing Date.

Securities Act and Other Representations and Agreements. (i) Upon the issuance of Units to Contributor, Contributor shall become subject to, and shall be bound by, the terms and provisions of the Partnership Agreement of Operating Partnership, including the terms of the power of attorney contained in Section 15.11 thereof, as the Partnership Agreement may be amended and restated from time to time in accordance with its terms. (ii) Contributor or his, her or its advisor(s) have had a reasonable opportunity to ask questions of and receive information and answers from a person or persons acting on behalf of the Partnership concerning the Consolidation, and, as Contributor may deem necessary, to verify the information contained in the Memorandum, receipt of which is acknowledged, and any other information provided to Contributor by the Partnership or Operating Partnership and all such questions have been answered and all such information has been provided to the full satisfaction of Contributor. (iii) Contributor is acquiring Units for his, her or its own account as principal, for investment and not with a view to resale or distribution, that the shares of Common Stock of the REIT which may be obtained upon redemption of the Units may not be transferred or otherwise disposed of by Contributor otherwise than in transactions pursuant to the registration statement required to be filed by the Partnership Company with respect to such shares of Common Stock or that are exempt from the registration requirements of the Securities Act of 1933 (the "Securities Act") and all applicable state and foreign securities laws, and that the REIT may refuse to transfer any shares of Common Stock as to which evidence of such registration or exemptions from such registration satisfactory to the REIT is not provided to it. (iv) Contributor has sufficient knowledge and experience in financial, tax and business matters to enable them him, her or it to evaluate the merits and risks of an investment in the Units. Contributor has the ability to bear the economic risk of acquiring the Units. Contributor acknowledges that (1) the transactions contemplated by this Agreement and the Memorandum involve complex tax consequences for each Contributor and each Contributor is relying solely on the advice of their his, her or its own tax advisors in evaluating such consequences, and (2) neither Operating Partnership nor the General Partner has made (or shall be deemed to have made) any representations or warranties as to the tax consequences of such transaction to any Contributor. Each Contributor remains solely responsible for all tax matters relating to each Contributor. (v) If needed, Contributor has discussed with his, her or its professional, legal, tax or financial advisors the suitability of an investment in Units or shares of Common Stock for his, her or its particular tax and financial situation. Nothing contained herein or in the Memorandum shall be deemed to imply any representation by Operating Partnership or the General Partner as to a particular tax effect that may be obtained by any Contributor. All information that Contributor has provided to Operating Partnership concerning himself or herself or itself and his, her or its financial position is correct and complete as of the date hereof, and if there should be any material change in such information prior to issuance of Units to the partners, he, she or it shall immediately provide such changed information to Operating Partnership. (vi) Contributor has not disclosed any information contained in the Memorandum to anyone other than his or her spouse or his, her or its professional, legal, tax or financial advisors advising him, her or it in connection with this investment and has not reproduced the Memorandum other than for the use of such advisors. (b) STATUS AS A UNITED STATES PERSON. (i) Unless otherwise indicated on the Partner Consent, Contributor certifies that Contributor is not a foreign person within the meaning of Section 1445 of the Internal Revenue Code ("Section 1445"). To the extent that Contributor is not a foreign person within the meaning of Section 1445, (1) Contributor's U.S. taxpayer identification number that has previously been provided to the Partnership is accurate, (2) Contributor's home address (in the case of an individual) or office address (in the case of an entity) is that address indicated on Exhibit A of this Agreement and (3) if Contributor subsequently becomes a foreign person within the meaning of Section 1445, Contributor shall notify Operating Partnership within sixty (60) days of doing so. (ii) If Contributor is a foreign person within the meaning of Section 1445, Operating Partnership shall withhold ten percent (10%) of the amount realized (as such term is defined in Section 1001 of the Internal Revenue Code) by Contributor in connection with the ContributionsContribution, unless Operating Partnership shall receives from Contributor a notice of nonrecognition transfer with respect to the Contributions Contribution by Contributor (in a form to be provided by Operating Partnership).

Securities Act and Other Representations and Agreements. (i) Upon the issuance of Units to ContributorContributor (or a designee as provided in Section 2), Contributor (or designee) shall become subject to, and shall be bound by, the terms and provisions of the Partnership Agreement of Operating Partnership, including the terms of the power of attorney contained in Section 15.11 thereof, as the Partnership Agreement may be amended and restated from time to time in accordance with its terms. (ii) Contributor or his, her or its advisor(s) have had a reasonable opportunity to ask questions of and receive information and answers from a person or persons acting on behalf of the Partnership and Operating Partnership concerning the Consolidation, and, as Contributor may deem necessary, to verify the information contained in the Memorandum, receipt of which is acknowledged, and any other information provided to Contributor by the Partnership or Operating Partnership and all such questions have been answered and all such information has been provided to the full satisfaction of Contributor. (iii) Contributor is acquiring Units for his, her or its own account as principal, for investment and not with a view to resale or distribution, that the shares of Common Stock of the REIT which may be obtained upon redemption of and the Units may not be transferred or otherwise disposed of by Contributor otherwise than in transactions pursuant to the a registration statement required to be filed by the Operating Partnership with respect (which it has no obligation to such shares of Common Stock file) or that are exempt from the registration requirements of the Securities Act of 1933 1933, as amended (the "Securities Act") ), and all applicable state and foreign securities laws, and that the REIT may refuse to transfer any shares of Common Stock Units as to which evidence of such registration or exemptions from such registration satisfactory to the REIT is not provided to it., which evidence may include the requirement of legal opinions regarding the exemption from such registration. If the REIT elects, in its sole discretion, to deliver to any Contributor common shares of beneficial interest of the REIT ("Common Shares") upon redemption of any Units, the Common Shares will be acquired for his, her or its own account as principal, for investment and not with a view to resale or distribution, and the Common Shares may not be transferred or otherwise disposed of by Contributor otherwise than in transactions pursuant to any registration statement filed by the REIT with respect to such Common Shares (which it has an obligation to file only pursuant to the Registration Rights Agreement described in the Memorandum) or that are exempt from the registration requirements (iv) Contributor (either alone or with his, her or its advisors) has sufficient knowledge and experience in financial, tax and business matters to enable them him, her or it to evaluate the merits and risks of an investment in the Units. Contributor has the ability to bear the economic risk of acquiring the Units. Contributor acknowledges that (1) the transactions contemplated by this Agreement and the Memorandum involve complex tax consequences for each Contributor and each Contributor is relying solely on the advice of their his, her or its own tax advisors in evaluating such consequences, and (2) neither Operating Partnership nor the General Partner has made (or shall be deemed to have made) any representations or warranties as to the tax consequences of such transaction to any Contributor. Each Contributor remains solely responsible for all tax matters relating to each Contributor. (v) If needed, Contributor has discussed with his, her or its professional, legal, tax or financial advisors the suitability of an investment in Units or shares of Common Stock Shares for his, her or its particular tax and financial situation. Nothing contained herein or in the Memorandum shall be deemed to imply any representation by Operating Partnership or the General Partner as to a particular tax effect that may be obtained by any Contributor. . (vi) All information that Contributor has provided to Operating Partnership concerning himself or herself or itself and his, her or its financial position is correct and complete as of the date hereof, and if there should be any material change in such information prior to issuance of Units to the partnersContributors, he, she or it shall immediately provide such changed information to Operating Partnership. (vivii) Contributor has not disclosed any information contained in the Memorandum to anyone other than his or her spouse or his, her or its professional, legal, tax or financial advisors advising him, her or it in connection with this investment and has not reproduced the Memorandum other than for the such use of by such advisors. (b) STATUS AS A UNITED STATES PERSON. Status as a United States Person. (i) Unless otherwise indicated on the Partner Consent, Contributor certifies that Contributor is not a foreign person within the meaning of Section 1445 of the Internal Revenue Code ("Section 1445"). To the extent that Contributor is not a foreign person within the meaning of Section 1445, (1) Contributor's U.S. taxpayer identification number that has previously been provided to the Partnership is accurate, (2) Contributor's home address (in the case of an individual) or office address (in the case of an entity) is that address indicated on Exhibit A of this Agreement and (3) if Contributor subsequently becomes a foreign person within the meaning of Section 1445, Contributor shall notify Operating Partnership within sixty (60) days of doing so. (ii) If Contributor is a foreign person within the meaning of Section 1445, Operating Partnership shall withhold ten percent (10%) of the amount realized (as such term is defined in Section 1001 of the Internal Revenue Code) by Contributor in connection with the Contributions, unless Operating Partnership shall receives from Contributor a notice of nonrecognition transfer with respect prior to the Contributions by Contributor (in a form to be provided by Operating Partnership)Closing.

Securities Act and Other Representations and Agreements. SCG represents and warrants to, and covenants and agrees with, the Partnership as of the date hereof and as of the Closing as follows (iall of which representations and warranties shall be deemed automatically remade as of the Closing): (a) Upon the issuance of Class C Preferred Units to ContributorSCG, Contributor SCG shall become subject to, and shall be bound by, the terms and provisions of the amended and restated partnership agreement of the Partnership, dated as of April 28, 1998, as amended through the date hereof and as amended in connection with the issuance of the Class C Preferred Units (as so amended, the “Partnership Agreement of Operating PartnershipAgreement”), including the terms of the power of attorney contained in Section 15.11 thereof, as the Partnership Agreement may be amended and restated from time to time in accordance with its terms. (iib) Contributor or his, her or its advisor(s) have SCG has had a reasonable opportunity to ask questions of and receive information and answers from a person or persons acting on behalf of the REIT and the Partnership concerning their business and the Consolidation, and, as Contributor may deem necessary, to verify the information contained in the Memorandum, receipt of which is acknowledged, and any other information provided to Contributor transactions contemplated by the Partnership or Operating Partnership and all such questions have been answered and all such information has been provided to the full satisfaction of Contributorthis Agreement. (iiic) Contributor SCG is acquiring Class C Preferred Units solely for his, her or its own account as principal, for investment and not with a view to to, or in connection with, any resale or distribution, that and the shares of Common Stock of the REIT which may be obtained upon redemption of the Class C Preferred Units may not be transferred or otherwise disposed of by Contributor SCG otherwise than in transactions pursuant to the a registration statement required to be filed by the Partnership with respect (which the Partnership has no obligation to such shares of Common Stock file) or that are exempt from the registration requirements of the Securities 1933 Act and all applicable state and foreign securities registration, and the REIT may refuse to transfer any Class C Preferred Units as to which evidence of such registration or exemptions of such registration requirements reasonably satisfactory to the REIT is not provided to it, which evidence may include the requirement of legal opinions regarding the exemption from such registration. If the REIT elects, in its sole discretion, to deliver to SCG REIT Class C Preferred Shares upon redemption of any Class C Preferred Units, the REIT Class C Preferred Shares will be acquired for its own account as principal, for investment and not with a view to, or in connection with, any resale or distribution in violation of applicable securities laws, and the REIT Class C Preferred Shares may not be transferred or otherwise disposed of by SCG otherwise than in transactions pursuant to a registration statement filed by the REIT with respect to such REIT Class C Preferred Shares (which it has an obligation to file only pursuant to the Registration Rights Agreement) or that are exempt from the registration requirements of the 1933 (the "Securities Act") Act and all applicable state and foreign securities laws, and that the REIT may refuse to transfer any shares of Common Stock REIT Class C Preferred Shares as to which evidence of such registration or exemptions from of such registration reasonably satisfactory to the REIT is not provided to it, which evidence may include the requirements of legal opinions regarding the exemption from such registration. (ivd) Contributor SCG is an Accredited Investor and has sufficient knowledge and experience in financial, tax and or business matters to enable them SCG to evaluate the merits and risks of an investment in the Class C Preferred Units. Contributor SCG has the ability to bear the economic risk of acquiring Class C Preferred Units and holding such units indefinitely and is able to afford the Units. Contributor acknowledges that (1) the transactions contemplated by this Agreement and the Memorandum involve complex tax consequences for each Contributor and each Contributor is relying solely on the advice complete loss of their own tax advisors in evaluating such consequences, and (2) neither Operating Partnership nor the General Partner has made (or shall be deemed to have made) any representations or warranties as to the tax consequences of such transaction to any Contributor. Each Contributor remains solely responsible for all tax matters relating to each Contributorits investment therein. (ve) If needed, Contributor has discussed with his, her or its professional, legal, tax or financial advisors the suitability of an investment in Units or shares of Common Stock for his, her or its particular tax and financial situation. Nothing contained herein or in the Memorandum shall be deemed to imply any representation by Operating Partnership or the General Partner as to a particular tax effect that may be obtained by any Contributor. All information that Contributor SCG has provided to Operating the Partnership concerning himself or herself or itself and his, her or its financial position is correct and complete as of the date hereofhereof in all material respects, and if there should be any material change in such information prior to the issuance of Class C Preferred Units to the partnersSCG, he, she or it shall immediately provide such changed information to Operating the Partnership. (vi) Contributor has not disclosed any information contained in the Memorandum to anyone other than his or her spouse or his, her or its professional, legal, tax or financial advisors advising him, her or it in connection with this investment and has not reproduced the Memorandum other than for the use of such advisors. (b) STATUS AS A UNITED STATES PERSON. (i) Unless otherwise indicated on the Partner Consent, Contributor certifies that Contributor is not a foreign person within the meaning of Section 1445 of the Internal Revenue Code ("Section 1445"). To the extent that Contributor is not a foreign person within the meaning of Section 1445, (1) Contributor's U.S. taxpayer identification number that has previously been provided to the Partnership is accurate, (2) Contributor's home address (in the case of an individual) or office address (in the case of an entity) is that address indicated on Exhibit A of this Agreement and (3) if Contributor subsequently becomes a foreign person within the meaning of Section 1445, Contributor shall notify Operating Partnership within sixty (60) days of doing so. (ii) If Contributor is a foreign person within the meaning of Section 1445, Operating Partnership shall withhold ten percent (10%) of the amount realized (as such term is defined in Section 1001 of the Internal Revenue Code) by Contributor in connection with the Contributions, unless Operating Partnership shall receives from Contributor a notice of nonrecognition transfer with respect to the Contributions by Contributor (in a form to be provided by Operating Partnership).

Securities Act and Other Representations and Agreements. (i) Upon the issuance of Units to Contributor, Contributor shall become subject to, and shall be bound by, the terms and provisions of the Partnership Agreement of Operating Partnership, including the terms of the power of attorney contained in Section 15.11 thereof, as the Partnership Agreement may be amended and restated from time to time in accordance with its terms. (ii) Contributor or his, her or its advisor(s) have had a reasonable opportunity to ask questions of and receive information and answers from a person or persons acting on behalf of the Partnership Company concerning the Consolidation, and, as Contributor may deem necessary, to verify the information contained in the Memorandum, receipt of which is acknowledged, and any other information provided to Contributor by the Partnership Company or Operating Partnership and all such questions have been answered and all such information has been provided to the full satisfaction of Contributor. (iii) Contributor is acquiring Units for his, her or its own account as principal, for investment and not with a view to resale or distribution, that the shares of Common Stock of the REIT which may be obtained upon redemption of the Units may not be transferred or otherwise disposed of by Contributor otherwise than in transactions pursuant to the registration statement required to be filed by the Partnership Company with respect to such shares of Common Stock or that are exempt from the registration requirements of the Securities Act of 1933 (the "Securities Act") and all applicable state and foreign securities laws, and that the REIT may refuse to transfer any shares of Common Stock as to which evidence of such registration or exemptions from such registration satisfactory to the REIT is not provided to it. (iv) Contributor has sufficient knowledge and experience in financial, tax and business matters to enable them him, her or it to evaluate the merits and risks of an investment in the Units. Contributor has the ability to bear the economic risk of acquiring the Units. Contributor acknowledges that (1) the transactions contemplated by this Agreement and the Memorandum involve complex tax consequences for each Contributor and each Contributor is relying solely on the advice of their his, her or its own tax advisors in evaluating such consequences, and (2) neither Operating Partnership nor the General Partner Managing Member has made (or shall be deemed to have made) any representations or warranties as to the tax consequences of such transaction to any Contributor. Each Contributor remains solely responsible for all tax matters relating to each Contributor. (v) If needed, Contributor has discussed with his, her or its professional, legal, tax or financial advisors the suitability of an investment in Units or shares of Common Stock for his, her or its particular tax and financial situation. Nothing contained herein or in the Memorandum shall be deemed to imply any representation by Operating Partnership or the General Partner Managing Member as to a particular tax effect that may be obtained by any Contributor. All information that Contributor has provided to Operating Partnership concerning himself or herself or itself and his, her or its financial position is correct and complete as of the date hereof, and if there should be any material change in such information prior to issuance of Units to the partners, he, she or it shall immediately provide such changed information to Operating Partnership. (vi) Contributor has not disclosed any information contained in the Memorandum to anyone other than his or her spouse or his, her or its professional, legal, tax or financial advisors advising him, her or it in connection with this investment and has not reproduced the Memorandum other than for the use of such advisors. (b) STATUS AS A UNITED STATES PERSON. (i) Unless otherwise indicated on the Partner Consent, Contributor certifies that Contributor is not a foreign person within the meaning of Section 1445 of the Internal Revenue Code ("Section 1445"). To the extent that Contributor is not a foreign person within the meaning of Section 1445, (1) Contributor's U.S. taxpayer identification number that has previously been provided to the Partnership is accurate, (2) Contributor's home address (in the case of an individual) or office address (in the case of an entity) is that address indicated on Exhibit A of this Agreement and (3) if Contributor subsequently becomes a foreign person within the meaning of Section 1445, Contributor shall notify Operating Partnership within sixty (60) days of doing so. (ii) If Contributor is a foreign person within the meaning of Section 1445, Operating Partnership shall withhold ten percent (10%) of the amount realized (as such term is defined in Section 1001 of the Internal Revenue Code) by Contributor in connection with the Contributions, unless Operating Partnership shall receives from Contributor a notice of nonrecognition transfer with respect to the Contributions by Contributor (in a form to be provided by Operating Partnership).