Common use of Title to Interests Clause in Contracts

Title to Interests. (a) Except as set forth on Schedule C attached hereto, the Grantor owns beneficially and of record, free and clear of any claim, lien, pledge (except for pledges relating to the debt or equity financing of any real property owned by the Partnership (any such pledge, a "PERMITTED PLEDGE")), voting agreement, option, charge, security interest, mortgage, deed of trust, encumbrance, right of assignment, purchase right or other rights of any nature whatsoever (each, an "ENCUMBRANCE"), and has full power and authority to convey free and clear of any Encumbrances, its Interests and, upon delivery of an Assignment by the Grantor conveying its Interests and delivery of the Acquisition Consideration by the Operating Partnership for such Interests as herein provided, the Operating Partnership will acquire good and valid title thereto, free and clear of any Encumbrance, except Encumbrances created in favor of the Operating Partnership by the transactions contemplated hereby. (b) Each of the Grantor's Interests representing an interest in the Partnership has been validly issued and the Grantor has funded (or will fund before the same is past due) all capital contributions and advances to the Partnership in which such Interest represents an interest that are required to be funded or advanced prior to the date hereof and the Closing. (c) There are no agreements, instruments or understandings with respect to any of the Interests except, in the case of any Interest constituting an interest in the Partnership, as set forth in the partnership agreement of the Partnership. (d) The Grantor has no interest, either direct or indirect, in any of the partnerships or properties set forth on Schedule D attached hereto (the"Other Partnerships and Properties") except for the Interests identified on Exhibit A which are the subject of this Agreement, and other interests in the Other Partnerships and Properties which are the subject of other, similar, option agreements with the Operating Partnership. (e) No Permitted Pledge will be in existence as of the date of the Closing, and the Grantor shall provide, at the Closing, such documentary evidence of the release of any Permitted Pledge as the Operating Partnership may reasonably request. (f) In making the representations in this Section 3.1 regarding the absence of Encumbrances, the Grantor may assume that the consents and waivers of rights set forth in Section 6.9 hereof have been given by all partners of the Partnership, partners in partnerships, members of limited liability companies or beneficiaries of trusts (in each case, only in their capacity as such) in which the Grantor's Interests represent direct or indirect interests.

Title to Interests. The Seller represents and warrants that the ------------------ Seller is the sole equity member of the Company, and Crestline Res III Corporation (a"Res III") Except as set forth on Schedule C attached heretois the sole non-equity member of the Company. The Seller represents and warrants that no other person or entity holds any ownership interest in the Company (including, in each case, any options, warrants or other rights by which any person may acquire any such ownership interests). The Seller represents and warrants further that (x) the Grantor owns beneficially Interests are, and of recordshall at Closing be transferred, free and clear of any claimand all Encumbrances, lien, pledge (except for pledges relating to the debt or equity financing of any real property owned by the Partnership (any such pledge, a "PERMITTED PLEDGE")), voting agreement, option, charge, security interest, mortgage, deed of trust, encumbrance, right of assignment, purchase right or other rights of any nature whatsoever (each, an "ENCUMBRANCE"), and has full power and authority to convey free and clear of any Encumbrances, its Interests and, upon delivery of an Assignment by the Grantor conveying its Interests and delivery of the Acquisition Consideration by the Operating Partnership for such Interests as herein provided, the Operating Partnership will acquire good and valid title thereto, free and clear of any Encumbrance, except Encumbrances created in favor of the Operating Partnership by the transactions contemplated hereby. (b) Each of the Grantor's Interests representing an interest in the Partnership has been validly issued and the Grantor has funded (or will fund before the same is past due) all capital contributions and advances to the Partnership in which such Interest represents an interest that are required to be funded or advanced prior to the date hereof and the Closing. (c) There are no agreements, instruments or understandings with respect to any of the Interests except, in the case of any Interest constituting an interest in the Partnership, as restrictions set forth in the partnership certificate of formation or the limited liability company operating agreement (the "Organizational Documents") of the Partnership. (d) The Grantor has no interestCompany, either direct or indirect, as in any of effect on the partnerships or properties set forth on Schedule D attached hereto (the"Other Partnerships and Properties") except for the Interests identified on Exhibit A which are the subject date of this Agreement. However, such Interests are and other interests in shall be transferred subject to (i) the Other Partnerships and Properties which are the subject of other, similar, option agreements with the Operating Partnership. (e) No Permitted Pledge will be in existence as terms of the date of Organizational Documents and (ii) the Closing, and the Grantor shall provide, at the Closing, such documentary evidence of the release of any Permitted Pledge as the Operating Partnership may reasonably request. (f) In making the representations in this Section 3.1 regarding the absence of Encumbrances, the Grantor may assume that the consents and waivers of rights restrictions set forth in Section 6.9 hereof the Loan Agreement and the other Loan Documents (as defined in the Loan Agreement), to the extent copies thereof have been given by all partners provided to the Purchaser (the "Other Loan Documents"). The Seller represents and warrants that, subject to clauses (i) and (ii) of the Partnershippreceding sentence, partners the Seller has the complete and unrestricted power and right to sell, assign, transfer and deliver the Interests to the Purchaser, and there are no agreements or understandings between the Seller, on the one hand, and any other person or entity, on the other hand, with respect to the ownership, voting rights, sale or disposition of the Interests other than those set forth in partnershipsthe Organizational Documents or in the Loan Agreement and the Other Loan Documents (except the terms of the provisions of the letter agreement dated August 19, members 1999 between Crestline and Hospitality Properties Trust ("HPT") giving HPT a right of limited liability companies or beneficiaries first refusal in the event of trusts (a transfer of the general partnership interest in each casethe Seller, only in their capacity as such) in which the Grantor's Interests represent direct or indirect interestsright HPT has waived.)

Title to Interests. (a) Except as set forth on Schedule C attached hereto, the Grantor owns beneficially and of record, free and clear of any claim, lien, pledge (except for pledges relating to the debt or equity financing of any real property owned by the Partnership (any such pledge, a "PERMITTED PLEDGE")), voting agreement, option, charge, security interest, mortgage, deed of trust, encumbrance, right of assignment, purchase right or other rights of any nature whatsoever (each, an "ENCUMBRANCE"), and has full power and authority to convey free and clear of any Encumbrances, its Interests and, upon delivery of an Assignment by the Grantor conveying its Interests and delivery of the Acquisition Consideration by the Operating Partnership for such Interests as herein provided, the Operating Partnership will acquire good and valid title thereto, free and clear of any Encumbrance, except Encumbrances created in favor of the Operating Partnership by the transactions contemplated hereby. (b) Each of the Grantor's Interests representing an interest in the Partnership has been validly issued and the Grantor has funded (or will fund before the same is past due) all capital contributions and advances to the Partnership in which such Interest represents an interest that are required to be funded or advanced prior to the date hereof and the Closing. (c) There are no agreements, instruments or understandings with respect to any of the Interests except, in the case of any Interest constituting an interest in the Partnership, as set forth in the partnership agreement of the Partnership. (d) The Grantor has no interest, either direct or indirect, in any of the partnerships or properties set forth on Schedule D attached hereto (the"Other the "Other Partnerships and Properties") except for the Interests identified on Exhibit A which are the subject of this Agreement, and other interests in the Other Partnerships and Properties which are the subject of other, similar, option agreements with the Operating Partnership. (e) No Permitted Pledge will be in existence as of the date of the Closing, and the Grantor shall provide, at the Closing, such documentary evidence of the release of any Permitted Pledge as the Operating Partnership may reasonably request. (f) In making the representations in this Section 3.1 regarding the absence of Encumbrances, the Grantor may assume that the consents and waivers of rights set forth in Section 6.9 hereof have been given by all partners of the Partnership, partners in partnerships, members of limited liability companies or beneficiaries of trusts (in each case, only in their capacity as such) in which the Grantor's Interests represent direct or indirect interests.

Title to Interests. (a) Except as set forth on Schedule C attached heretoThe CNX Interests (i) represent a 95% member interest in SP Holdings and (ii) were duly authorized and validly issued and are fully paid and non-assessable. The CNX Interests are not subject to and were not issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of local or state law applicable to the Grantor owns beneficially CNX Interests or any contract, arrangement or agreement to which CNX Gathering or any of its Affiliates is a party or to which it or any of their respective properties or assets is otherwise bound. (b) The DevCo Interests (i) represent a 5% member interest in SP Holdings and (ii) were duly authorized and validly issued and are fully paid and non-assessable. The DevCo Interests are not subject to and were not issued in violation of recordany purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of local or state law applicable to the DevCo Interests or any contract, arrangement or agreement to which CNX Gathering or any of its Affiliates is a party or to which it or any of their respective properties or assets is otherwise bound. (c) CNX Gathering has good and valid record and beneficial title to the CNX Interests, free and clear of any claimand all Liens (other than restrictions on transfer under applicable federal and state securities laws and any Lien under the CNX Credit Facility), lienand, pledge (except for pledges relating to the debt as provided or equity financing of any real property owned created by the Partnership (any such pledgeorganizational documents of SP Holdings, a "PERMITTED PLEDGE"))the Securities Act or applicable securities laws, voting agreement, option, charge, security interest, mortgage, deed of trust, encumbrance, right of assignment, purchase right or other rights of any nature whatsoever (each, an "ENCUMBRANCE"), and has full power and authority to convey the CNX Interests are free and clear of any Encumbrancesrestrictions on transfer, its Interests andTaxes or claims. There are no options, upon delivery of an Assignment by warrants, purchase rights, contracts, commitments or other securities exercisable or exchangeable for the Grantor conveying its Interests and delivery CNX Interests, or for the repurchase or redemption of the Acquisition Consideration by CNX Interests. Immediately after the Operating Partnership for such Interests as herein providedClosing, the Operating Partnership will acquire have good and valid record and beneficial title theretoto the CNX Interests, free and clear of any Encumbrance, except Encumbrances created in favor of the Operating Partnership by the transactions contemplated hereby. Liens (b) Each of the Grantor's Interests representing an interest in the Partnership has been validly issued other than restrictions on transfer under applicable federal and the Grantor has funded (or will fund before the same is past due) all capital contributions and advances to the Partnership in which such Interest represents an interest that are required to be funded or advanced prior to the date hereof and the Closing. (c) There are no agreements, instruments or understandings with respect to any of the Interests except, in the case of any Interest constituting an interest in the Partnership, as set forth in the partnership agreement of the Partnershipstate securities laws). (d) The Grantor DevCo III LP has good and valid record and beneficial title to the DevCo Interests, free and clear of any and all Liens (other than restrictions on transfer under applicable federal and state securities laws and any Lien under the CNX Credit Facility), and, except as provided or created by the organizational documents of SP Holdings, the Securities Act or applicable securities laws, the DevCo Interests are free and clear of any restrictions on transfer, Taxes or claims. There are no interestoptions, either direct warrants, purchase rights, contracts, commitments or indirectother securities exercisable or exchangeable for the DevCo Interests, in any or for the repurchase or redemption of the partnerships or properties set forth on Schedule D attached hereto (the"Other Partnerships and Properties") except for the Interests identified on Exhibit A which are the subject of this Agreement, and other interests in the Other Partnerships and Properties which are the subject of other, similar, option agreements with the Operating Partnership. (e) No Permitted Pledge will be in existence as of the date of DevCo Interests. Immediately after the Closing, DevCo I LP will have good and valid record and beneficial title to the Grantor shall provideDevCo Interests, at the Closing, such documentary evidence of the release free and clear of any Permitted Pledge as the Operating Partnership may reasonably requestLiens (other than restrictions on transfer under applicable federal and state securities laws). (f) In making the representations in this Section 3.1 regarding the absence of Encumbrances, the Grantor may assume that the consents and waivers of rights set forth in Section 6.9 hereof have been given by all partners of the Partnership, partners in partnerships, members of limited liability companies or beneficiaries of trusts (in each case, only in their capacity as such) in which the Grantor's Interests represent direct or indirect interests.

Title to Interests. (a) Except as set forth on Schedule C attached hereto, the Grantor owns beneficially and of record, free and clear of any claim, lien, pledge (except for pledges relating to the debt or equity financing of any real property owned by the Partnership LLC (any such pledge, a "PERMITTED PLEDGE")), voting agreement, option, charge, security interest, mortgage, deed of trust, encumbrance, right of assignment, purchase right or other rights of any nature whatsoever (each, an "ENCUMBRANCE"), and has full power and authority to convey free and clear of any Encumbrances, its Interests and, upon delivery of an Assignment by the Grantor conveying its Interests and delivery of the Acquisition Consideration by the Operating Partnership for such Interests as herein provided, the Operating Partnership will acquire good and valid title thereto, free and clear of any Encumbrance, except Encumbrances created in favor of the Operating Partnership by the transactions contemplated hereby. (b) Each of the Grantor's Interests representing an interest in the Partnership LLC has been validly issued and the Grantor has funded (or will fund before the same is past due) all capital contributions and advances to the Partnership LLC in which such Interest represents an interest that are required to be funded or advanced prior to the date hereof and the Closing. (c) There are no agreements, instruments or understandings with respect to any of the Interests except, in the case of any Interest constituting an interest in the PartnershipLLC, as set forth in the partnership operating agreement of the PartnershipLLC. (d) The Grantor has no interest, either direct or indirect, in any of the partnerships or properties set forth on Schedule D attached hereto (the"Other Partnerships and Properties") except for the Interests identified on Exhibit Schedule A which are the subject of this Agreement, and other interests in the Other Partnerships and Properties which are the subject of other, similar, option agreements with the Operating Partnership. (e) No Permitted Pledge will be in existence as of the date of the Closing, and the Grantor shall provide, at the Closing, such documentary evidence of the release of any Permitted Pledge as the Operating Partnership may reasonably request. (f) In making the representations in this Section 3.1 regarding the absence of Encumbrances, the Grantor may assume that the consents and waivers of rights set forth in Section 6.9 hereof have been given by all partners members of the PartnershipLLC, partners in partnerships, members of limited liability companies or beneficiaries of trusts (in each case, only in their capacity as such) in which the Grantor's Interests represent direct or indirect interests.

Title to Interests. (a) Except as set forth on Schedule C attached hereto, the Grantor The Seller owns beneficially and of record, free and clear of any claim, lien, pledge (except for pledges relating to the debt or equity financing of any real property owned of the properties held by the Partnership LLCs (each, a "PROPERTY")) or encumbrance arising under the respective Operating Agreements pursuant to which the Interests were issued (any such pledge, a "PERMITTED PLEDGE")), voting agreement, option, charge, security interest, mortgage, deed of trust, encumbrance, right of assignment, purchase right or other rights of any nature whatsoever (each, an "ENCUMBRANCE"), and has full power and authority to convey free and clear of any Encumbrances, its Interests each such Interest and, upon delivery of an Assignment this Purchase Agreement by the Grantor Seller conveying its Interests each such Interest and delivery of the Acquisition Consideration by the Operating Partnership for such Interests as herein providedto Seller, the Operating Partnership will acquire good and valid title thereto, free and clear of any Encumbrance, except Encumbrances created in favor of the Operating Partnership by the transactions contemplated hereby.any (b) Each of the Grantor's The Interests representing an interest in the Partnership has have been validly issued and the Grantor Seller has funded (or will fund before the same is past due) all capital contributions and advances to the Partnership in which such Interest represents an interest each LLC that are required to be funded or advanced prior to the date hereof and the Closinghereof. (c) There are no agreements, instruments or understandings with respect to any of the Interests excepteach such Interest, in the case of any Interest constituting an interest in the Partnership, except as set forth in the partnership agreement of the PartnershipOperating Agreement. (d) The Grantor has no interest, either direct or indirect, in any of the partnerships or properties set forth on Schedule D attached hereto (the"Other Partnerships and Properties") except for the Interests identified on Exhibit A which are the subject of this Agreement, and other interests in the Other Partnerships and Properties which are the subject of other, similar, option agreements with the Operating Partnership. (e) No Permitted Pledge will be in existence as of the date of the Closinghereof, and the Grantor Seller shall provide, at the Closing, such documentary evidence of the release of any Permitted Pledge as the Operating Partnership may reasonably request. (fe) In making the representations in this Section 3.1 regarding the absence of Encumbrances, the Grantor Seller may assume that the consents and waivers of rights set forth in Section 6.9 hereof have been given by all partners of the Partnership, partners in partnerships, members of limited liability companies or beneficiaries of trusts (in each case, only in their capacity as such) in which the Grantor's Interests represent direct or indirect interests.

Title to Interests. (a) Except as set forth on Schedule C attached hereto, the Grantor Each Contributor owns its Interests beneficially ------------------ and of record, free and clear of any claim, lien, pledge (except for pledges relating to the debt or equity financing of any real property owned by the Partnership (any such pledge, a "PERMITTED PLEDGE")), voting agreement, option, charge, security interest, mortgage, deed of trust, encumbrance, right rights of assignment, purchase right rights or other rights of any nature whatsoever (eachcollectively, an "ENCUMBRANCEEncumbrances"). Title to the Property is free and clear of any ------------ Encumbrance, except as disclosed as exceptions in the title report for real property owned or leased by the Asset Entity, dated on or after the date the Property was acquired by the Asset Entity, provided such title exceptions are satisfactory to the Operating Partnership in its sole discretion, and as set forth on Exhibit C attached hereto (any such encumbrance, a "Permitted --------- --------- Encumbrance"), and has full power and authority to convey free and clear of any ----------- Encumbrances (except, where applicable, the Permitted Encumbrances), its Interests and, upon delivery of an any Assignment by the Grantor such Contributor conveying its Interests and delivery of the Acquisition Consideration by the Operating Partnership for such Interests as herein provided, the Operating Partnership will acquire good and valid title thereto, free and clear of any Encumbrance, Encumbrance except Encumbrances created in favor of the Operating Partnership by the transactions contemplated hereby. hereby and, where applicable, the Permitted Encumbrances. No Contributor will consent to join in or in any way effect the transfer of any Asset prior to the Final Closing. At the Final Closing, if so requested, Contributors will execute all documents necessary to enable a title insurance company (bacceptable to the Operating Partnership, in its sole discretion) to issue to the Operating Partnership an ALTA Form B (1987 or later) Owner's Policy and such endorsements as the Operating Partnership may reasonably request, insuring fee simple and/or leasehold title to all real property and improvements comprising all or any part of the Assets to the Operating Partnership; provided that each Contributor's cost of complying with this requirement shall be limited to ten percent of the Consideration to be received by such Contributor, which amount shall be deducted from such Consideration at the Final Closing. Each of the Grantorsuch Contributor's Interests representing an interest in the Partnership has have been validly issued and the Grantor Contributor has funded (or will fund before the same is past due) all capital contributions and advances to the Partnership Asset Entity in which such Interest represents an interest that are required to be funded or advanced prior to the date hereof and the date of the Initial Closing and the Final Closing. (c) . There are no agreements, instruments or understandings with respect to any of the such Contributor's Interests except, in the case of any Interest constituting an interest in the Partnership, except as set forth in the partnership agreement of the Asset Entity in which an Interest represents a limited partner or general partner interest or as disclosed in writing to the Operating Partnership. (d) The Grantor . Such Contributor has no interest, either direct or indirect, in any of the partnerships or properties set forth on Schedule D attached hereto (the"Other Partnerships and Properties") Assets except for (a) the Interests identified on Exhibit A owned by it which are the subject of this Contribution Agreement, (b) the Excluded Interests, where applicable, and other (c) direct or indirect interests in the Other Partnerships and Properties partnerships or other entities which are themselves Contributors hereunder. Such Contributor covenants that no Encumbrance on his Interests (except, where applicable, the subject of other, similar, option agreements with the Operating Partnership. (ePermitted Encumbrances) No Permitted Pledge will be in existence as of the date of the Final Closing, and the Grantor shall provide, at the Closing, such documentary evidence of the release of any Permitted Pledge as the Operating Partnership may reasonably request. (f) . In making the representations in this Section 3.1 2.1 regarding the absence of Encumbrances, the Grantor each Contributor may assume that the consents and waivers of rights set forth in Section 6.9 6.10 hereof have been given by all partners of the Partnership, partners in partnerships, members of limited liability companies or beneficiaries of trusts (in each case, only in their capacity as such) partnerships in which the Grantorsuch Contributor's Interests Interest represent direct or indirect interests. Notwithstanding anything to the contrary contained herein, to the extent that the Contributor's Interests transferred hereunder constitute interests in partnerships or other entities ("Continuing Partnerships") which ----------------------- will continue in existence after the consummation of the transactions contemplated hereby, such Interests are and will remain subject to the terms and provisions of the partnership or other organizational agreements (as amended) of the Continuing Partnerships, including without limitation, restrictions, options, priorities and partnership loans provided for therein.

Title to Interests. (a) Except as set forth on Schedule C B attached hereto, the Grantor owns beneficially and of record, free and clear of any claim, lien, pledge (except for pledges relating to the debt or equity financing of any real property owned by the Partnership (any such pledge, a "PERMITTED PLEDGE")), voting agreement, option, charge, security interest, mortgage, deed of trust, encumbrance, right of assignment, purchase right or other rights of any nature whatsoever (each, an "ENCUMBRANCE"), and has full power and authority to convey free and clear of any Encumbrances, its Interests and, upon delivery of an Assignment by the Grantor conveying its Interests and delivery of the Acquisition Consideration by the Operating Partnership for such Interests as herein provided, the Operating Partnership will acquire good and valid title thereto, free and clear of any Encumbrance, except Encumbrances created in favor of the Operating Partnership by the transactions contemplated hereby. (b) Each of the Grantor's Interests representing an interest in the Partnership has been validly issued and the The Grantor has funded (or will fund before the same is past due) all capital contributions and advances to the Partnership in which such Interest represents an interest that are required to be funded or advanced prior to the date hereof and the Closing. (c) There are no not entered into any agreements, instruments or understandings with respect to any of the Interests exceptInterests, in the case of any Interest constituting an interest in the Partnership, except as set forth in the partnership agreement of the PartnershipPartnership (the "TOWER 45 PARTNERSHIP AGREEMENT"). (dc) The Grantor has no interest, either direct or indirect, in any of the partnerships or properties set forth on Schedule D C attached hereto (the"Other Partnerships and Properties") except for the Interests identified on Exhibit Schedule A which are the subject of this Agreement, and other interests in the Other Partnerships and Properties which are the subject of other, similar, option agreements with the Operating Partnership. (e) No Permitted Pledge will be in existence as of the date of the Closing, and the Grantor shall provide, at the Closing, such documentary evidence of the release of any Permitted Pledge as the Operating Partnership may reasonably request. (fd) In making the representations in this Section 3.1 regarding the absence of Encumbrances, the Grantor may assume without independent investigation that the consents and waivers of rights set forth in Section 6.9 5.9 hereof have been given by all partners of the Partnership, partners in partnerships, members of limited liability companies or beneficiaries of trusts (in each case, only in their capacity as such) in which the Grantor's Interests represent direct or indirect interests.

Title to Interests. (a) Except as set forth on Schedule C attached hereto, the Grantor owns beneficially and of recordbeneficially, free and clear of any claim, lien, pledge (except for pledges relating to the debt or equity financing of any real property owned by the Partnership (any such pledge, a "PERMITTED PLEDGE")), voting agreement, option, charge, security interest, mortgage, deed of trust, encumbrance, right of assignment, purchase right or other rights of any nature whatsoever (each, an "ENCUMBRANCE"), and has full power and authority to convey free and clear of any Encumbrances, its Interests and, upon delivery of an Assignment by the Grantor conveying its Interests and delivery of the Acquisition Consideration by the Operating Partnership for such Interests as herein provided, the Operating Partnership will acquire good and valid title thereto, free and clear of any Encumbrance, except Encumbrances created in favor of the Operating Partnership by the transactions contemplated herebyhereby or those created by the Operating Partnership, whether voluntarily or otherwise. (b) Each of Based on notices received from the Grantor's Interests representing an interest in the Partnership has been validly issued and Partnership, the Grantor has funded (or will fund before the same is past due) all capital contributions and advances to the Partnership (which have been demanded from it) in which such Interest represents an interest that are required to be funded or advanced prior to the date hereof and the Closing. (c) There are no agreements, instruments or understandings with respect to any of the Interests exceptexcept as set forth in the partnership agreement of the Grantor and, in the case of any Interest constituting an interest in the Partnership, as set forth in the partnership agreement of the Partnership. (d) The Grantor has no interest, either direct or indirect, in any of the partnerships or properties set forth on Schedule D attached hereto (the"Other Partnerships and Properties") except for the Interests identified on Exhibit Schedule A which are the subject of this Agreement, and other interests in the Other Partnerships and Properties which are the subject of other, similar, option agreements with the Operating Partnership. (e) No Permitted Pledge will be in existence as of the date of the Closing, and the Grantor shall provide, at the Closing, such documentary evidence of the release of any Permitted Pledge as the Operating Partnership may reasonably request. (f) In making the representations in this Section 3.1 regarding the absence of EncumbrancesEncumbrances and the right to transfer the Interest, and in reaffirming any such representations and warranties, the Grantor may assume that the consents and waivers of rights set forth in Section 6.9 hereof have been given by all partners of the Partnership, partners in partnerships, members of limited liability companies or beneficiaries of trusts (in each case, only in their capacity as such) in which the Grantor's Interests represent direct or indirect interests.

Title to Interests. (a) Except as set forth on Schedule C attached hereto, the Grantor Each Contributor owns its Interests beneficially ------------------ and of record, free and clear of any claim, lien, pledge (except for pledges relating to the debt or equity financing of any real property owned by the Partnership (any such pledge, a "PERMITTED PLEDGE")), voting agreement, option, charge, security interest, mortgage, deed of trust, encumbrance, right rights of assignment, purchase right rights or other rights of any nature whatsoever (eachcollectively, "Encumbrances"), except as disclosed as exceptions in the title ------------ reports identified in Exhibit C for real property owned or leased by an Asset Entity, such title reports dated on or after the date the related Property was acquired by the Asset Entity, and subject to such further title exceptions as are satisfactory to the Operating Partnership in its sole discretion, and as set forth on Exhibit C attached hereto (any such encumbrance set forth in the title --------- reports identified in Exhibit C or otherwise specifically set forth therein or accepted by the REIT or set forth on Exhibit C, a "ENCUMBRANCEPermitted Encumbrance"), and --------- --------------------- has full power and authority to convey free and clear of any Encumbrances (except, where applicable, the Permitted Encumbrances), its Interests and, upon delivery of an any Assignment by the Grantor such Contributor conveying its Interests and delivery of the Acquisition Consideration by the Operating Partnership for such Interests as herein provided, the Operating Partnership will acquire good and valid title thereto, free and clear of any Encumbrance, Encumbrance except Encumbrances created in favor of the Operating Partnership by the transactions contemplated hereby. hereby and, where applicable, the Permitted Encumbrances. No Contributor will consent to join in or in any way effect the transfer of any Asset prior to the Final Closing except pursuant to this Contribution Agreement. At the Final Closing, if so requested, Contributors will execute all documents necessary to enable a title insurance company (bacceptable to the Operating Partnership, in its sole discretion) to issue to the Operating Partnership an ALTA Form B (1987 or later) Owner's Policy and such endorsements as the Operating Partnership may reasonably request, insuring fee simple and/or leasehold title to all real property and improvements comprising all or any part of the Assets to the Operating Partnership; provided that the cost of any affirmative insurance to insure over any Encumbrances (other than Permitted Encumbrances) with respect to each Property shall be limited to $100,000 in the aggregate per Property, which amount shall be deducted, pro rata, from the Consideration to be received by the Contributor who have contributed their interest with respect to the affected Property at the Final Closing. Each of the Grantorsuch Contributor's Interests representing an interest in the Partnership has have been validly issued and the Grantor Contributor has funded (or will fund before the same is past due) all capital contributions and advances to the Partnership Asset Entity in which such Interest represents an interest that are required to be funded or advanced prior to the date hereof and the date of the Initial Closing and the Final Closing. (c) . There are no agreements, instruments or understandings with respect to any of the such Contributor's Interests except, in the case of any Interest constituting an interest in the Partnership, except as set forth in (x) the partnership agreement of the Partnership. Asset Entity in which an Interest represents a limited partner or general partner interest or as disclosed in writing to the Operating Partnership and (dy) The Grantor in any third party agreement to which an Asset Entity is currently a party, e.g., franchise agreements, ground leases, etc. Such Contributor has no interest, either direct or indirect, in any of the partnerships or properties set forth on Schedule D attached hereto (the"Other Partnerships and Properties") Assets except for (a) the Interests identified on Exhibit A owned by it which are the subject of this Contribution Agreement, and other (b) direct or indirect interests in the Other Partnerships and Properties partnerships or other entities which are themselves Contributors hereunder. Such Contributor covenants that no Encumbrance on his Interests (except, where applicable, the subject of other, similar, option agreements with the Operating Partnership. (ePermitted Encumbrances) No Permitted Pledge will be in existence as of the date of the Final Closing, and the Grantor shall provide, at the Closing, such documentary evidence of the release of any Permitted Pledge as the Operating Partnership may reasonably request. (f) . In making the representations in this Section 3.1 2.1 regarding the absence of Encumbrances, the Grantor each Contributor may assume that the consents and waivers of rights set forth in Section 6.9 6.10 hereof have been given by all partners of the Partnership, partners in partnerships, members of limited liability companies or beneficiaries of trusts (in each case, only in their capacity as such) partnerships in which the Grantorsuch Contributor's Interests Interest represent direct or indirect interests. Notwithstanding anything to the contrary contained herein, to the extent that the Contributor's Interests transferred hereunder constitute interests in partnerships or other entities ("Continuing Partnerships") which ----------------------- will continue in existence after the consummation of the transactions contemplated hereby, such Interests are and will remain subject to the terms and provisions of the partnership or other organizational agreements (as amended) of the Continuing Partnerships, including without limitation, restrictions, options, priorities and partnership loans and partnership obligations provided for therein.

Title to Interests. (a) Except as set forth on Schedule C attached hereto, the Such Grantor owns beneficially and of record, ------------------ free and clear of any claim, lien, pledge (except for pledges relating except, prior to the debt or equity financing of any real property owned by Final Closing only, as otherwise disclosed in writing to Optionee and its counsel prior to the Partnership date hereof in a notice specifically referencing this Option Agreement (any such pledge, a "PERMITTED PLEDGEPermitted Pledge")), voting agreement, option, charge, security ---------------- interest, mortgage, deed of trust, encumbrance, right rights of assignment, purchase right rights or other rights of any nature whatsoever of any third party (eachcollectively, an "ENCUMBRANCEEncumbrances"), and has full power and authority to convey free ------------ and clear of any Encumbrances, its Interests and, upon delivery of an Assignment by the such Grantor conveying all or any of its Interests and delivery of the Acquisition Consideration by the Operating Partnership payment for such Interests as herein provided, the Operating Partnership Optionee (or its designee) will acquire good and valid title thereto, free and clear of any Encumbrance, Encumbrance except Encumbrances created in favor of the Operating Partnership Optionee by the transactions contemplated hereby. (b) . Each of the such Grantor's Interests representing an interest in the Partnership has have been validly issued and the Grantor has funded (or will fund before the same is past due) all capital contributions and advances to the Partnership partnership in which such Interest represents an interest that are required to be funded or advanced prior to the date hereof and the dates of the Pre-closing and the Final Closing. (c) . There are no agreements, instruments or understandings with respect to any of the such Grantor's Interests except, in the case of any Interest constituting an interest in the Partnership, except as set forth in the partnership agreement of the Partnership. (d) The partnership in which an Interest represents a limited partner or general partner interest. Such Grantor has no equity interest, either direct or indirect, in any of the partnerships or properties set forth on Schedule D attached hereto (the"Other Partnerships and Properties") Assets except for the Interests identified on Exhibit A which owned by it that are the subject of this Option Agreement, and other interests in the Other Partnerships and Properties which are the subject of other, similar, option agreements with the Operating Partnership. (e) No . Such Grantor covenants that no Permitted Pledge (i) will be in existence as of the date of the ClosingFinal Closing or (ii) shall prohibit the transfer, free of all Encumbrances (including the Permitted Pledge) of the Interest so encumbered, and the such Grantor shall provide, provide at the Closing, Final Closing such documentary evidence of the release of any Permitted Pledge as the Operating Partnership Optionee may reasonably request. (f) . In making the representations in this Section 3.1 regarding the absence of Encumbrances, the each Grantor may assume that the consents and waivers of rights set forth in Section 6.9 7.10 hereof have been given by all partners of the Partnership, partners in partnerships, members of limited liability companies or beneficiaries of trusts (in each case, only in their capacity as such) partnerships in which the such Grantor's Interests represent direct or indirect interests. If an Interest of a Grantor set forth on such Grantor's Acquisition Exhibit is capital stock of a corporation, then, if Optionee elects to acquire such Interest, at Optionee's request the Grantor will use all reasonable efforts to cause such corporation to pay an in-kind dividend or distribution to Grantor in the form of Grantor's pro rata share of such corporation's direct or indirect interest in the Asset, and Grantor shall deliver such dividend or distribution over to Optionee.

Title to Interests. (a) Except as set forth on Schedule C attached heretoWith the exception of the WFLP Indebtedness, the such ------------------ Grantor owns beneficially and of record, free and clear of any claim, lien, pledge (except for pledges relating to the debt or equity financing of any real property owned by the Partnership (any such pledge, a "PERMITTED PLEDGE")), voting agreement, option, charge, security interest, mortgage, deed of trust, encumbrance, right rights of assignment, purchase right rights or other rights of any nature whatsoever of any third party (eachcollectively, an "ENCUMBRANCEEncumbrances"), and has ------------ full power and authority to convey free and clear of any Encumbrances, its Interests and, upon delivery of an Assignment by the such Grantor conveying all of its Interests and delivery of the Acquisition Consideration by the Operating Partnership payment for such Interests as herein provided, the Operating Partnership Optionee (or its designee or designees) will acquire good and valid title thereto, free and clear of any Encumbrance, Encumbrance except Encumbrances created in favor of the Operating Partnership Optionee by the transactions contemplated hereby. (b) Each hereby and those created by Optionee. All of the such Grantor's Interests representing an interest in are set forth on the Partnership has Ownership Exhibit as such Grantor's Interests. To the knowledge of Grantor, all of such Grantor's Interests have been validly issued issued, and the Grantor has funded (or will fund before the same is past due) all capital contributions and advances to the Partnership in which such Interest represents an interest Company that are required to be funded or advanced prior to the date hereof and the date of the Closing. (c) . There are no agreements, instruments or understandings with respect to any of the such Grantor's Interests except, in the case of any Interest constituting an interest in the Partnership, except as described herein or as set forth in the partnership agreement of the Partnership. (d) The Grantor has no interest, either direct Company or indirect, in any WH-MIS LP or the Articles of Incorporation or Bylaws of the partnerships or properties set forth on Schedule D attached hereto (the"Other Partnerships and Properties") except for the Interests identified on Exhibit A which are the subject of this Agreement, and other interests in the Other Partnerships and Properties which are the subject of other, similar, option agreements with the Operating Partnership. (e) No Permitted Pledge will be in existence as of the date of the Closing, and the Grantor shall provide, at the Closing, such documentary evidence of the release of any Permitted Pledge as the Operating Partnership may reasonably request. (f) General Partner. In making the representations in this Section 3.1 regarding the absence of Encumbrances, the each Grantor may assume that the consents and waivers of rights set forth in Section 6.9 6.11 hereof have been given by all partners of the PartnershipCompany that are signatories hereto, partners in partnerships, members of limited liability companies or beneficiaries of trusts (in each case, only in their capacity as such) in which and that the Grantor's Interests represent direct or indirect interestsWFLP Indebtedness has been repaid.

Title to Interests. (a) Except as set forth on Schedule C attached hereto, the Grantor Each Contributor owns its Interests beneficially ------------------ and of record, free and clear of any claim, lien, pledge (except for pledges relating to the debt or equity financing of any real property owned by the Partnership (any such pledge, a "PERMITTED PLEDGE")), voting agreement, option, charge, security interest, mortgage, deed of trust, encumbrance, right rights of assignment, purchase right rights or other rights of any nature whatsoever (eachcollectively, "Encumbrances"), except as disclosed as exceptions in the title ------------ reports identified in Exhibit C for real property owned or leased by an Asset Entity, such title reports dated on or after the date the related Property was acquired by the Asset Entity, and subject to such further title exceptions as are satisfactory to the Operating Partnership in its sole discretion, and as set forth on Exhibit C attached hereto (any such encumbrance set forth in the title --------- reports identified in Exhibit C or otherwise specifically set forth therein or accepted by the REIT or set forth on Exhibit C, a "ENCUMBRANCEPermitted Encumbrance"), and --------- --------------------- has full power and authority to convey free and clear of any Encumbrances (except, where applicable, the Permitted Encumbrances), its Interests and, upon delivery of an any Assignment by the Grantor such Contributor conveying its Interests and delivery of the Acquisition Consideration by the Operating Partnership for such Interests as herein provided, the Operating Partnership will acquire good and valid title thereto, free and clear of any Encumbrance, Encumbrance except Encumbrances created in favor of the Operating Partnership by the transactions contemplated hereby. hereby and, where applicable, the Permitted Encumbrances. No Contributor will consent to join in or in any way effect the transfer of any Asset prior to the Final Closing except pursuant to this Contribution Agreement. At the Final Closing, if so requested, Contributors will execute all documents necessary to enable a title insurance company (bacceptable to the Operating Partnership, in its sole discretion) to issue to the Operating Partnership an ALTA Form B (1987 or later) Owner's Policy and such endorsements as the Operating Partnership may reasonably request, insuring fee simple and/or leasehold title to all real property and improvements comprising all or any part of the Assets to the Operating Partnership; provided that the cost of any affirmative insurance to insure over any incumbrance with respect to each Property shall be limited to $100,000 in the aggregate per Property, which amount shall be deducted, pro rata, from the Consideration to be received by the Contributor who have contributed their interest with respect to the affected Property at the Final Closing. Each of the Grantorsuch Contributor's Interests representing an interest in the Partnership has have been validly issued and the Grantor Contributor has funded (or will fund before the same is past due) all capital contributions and advances to the Partnership Asset Entity in which such Interest represents an interest that are required to be funded or advanced prior to the date hereof and the date of the Initial Closing and the Final Closing. (c) . There are no agreements, instruments or understandings with respect to any of the such Contributor's Interests except, in the case of any Interest constituting an interest in the Partnership, except as set forth in (x) the partnership agreement of the Partnership. Asset Entity in which an Interest represents a limited partner or general partner interest or as disclosed in writing to the Operating Partnership and (dy) The Grantor in any third party agreement to which an Asset Entity is currently a party, e.g., franchise agreements, ground leases, etc. Such Contributor has no interest, either direct or indirect, in any of the partnerships or properties set forth on Schedule D attached hereto (the"Other Partnerships and Properties") Assets except for (a) the Interests identified on Exhibit A owned by it which are the subject of this Contribution Agreement, and other (b) direct or indirect interests in the Other Partnerships and Properties partnerships or other entities which are themselves Contributors hereunder. Such Contributor covenants that no Encumbrance on his Interests (except, where applicable, the subject of other, similar, option agreements with the Operating Partnership. (ePermitted Encumbrances) No Permitted Pledge will be in existence as of the date of the Final Closing, and the Grantor shall provide, at the Closing, such documentary evidence of the release of any Permitted Pledge as the Operating Partnership may reasonably request. (f) . In making the representations in this Section 3.1 2.1 regarding the absence of Encumbrances, the Grantor each Contributor may assume that the consents and waivers of rights set forth in Section 6.9 6.10 hereof have been given by all partners of the Partnership, partners in partnerships, members of limited liability companies or beneficiaries of trusts (in each case, only in their capacity as such) partnerships in which the Grantorsuch Contributor's Interests Interest represent direct or indirect interests. Notwithstanding anything to the contrary contained herein, to the extent that the Contributor's Interests transferred hereunder constitute interests in partnerships or other entities ("Continuing ---------- Partnerships") which will continue in existence after the consummation of the transactions contemplated hereby, such Interests are and will remain subject to the terms and provisions of the partnership or other organizational agreements (as amended) of the Continuing Partnerships, including without limitation, restrictions, options, priorities and partnership loans and partnership obligations provided for therein.

Title to Interests. (a) Except as set forth on Schedule C attached hereto, the Grantor owns Grantors own beneficially and of record, free and clear of any claim, lien, pledge (except for pledges relating to the debt or equity financing of any real property owned by the Partnership (any such pledge, a "PERMITTED PLEDGE")), voting agreement, option, charge, security interest, mortgage, deed of trust, encumbrance, right of assignment, purchase right or other rights of any nature whatsoever (each, an "ENCUMBRANCE"), and has have full power and authority to convey free and clear of any Encumbrances, its their Interests and, upon delivery of an Assignment by the Grantor Grantors conveying its their Interests and delivery of the Acquisition Consideration by the Operating Partnership for such Interests as herein provided, the Operating Partnership will acquire good and valid title thereto, free and clear of any Encumbrance, except Encumbrances created in favor of the Operating Partnership by the transactions contemplated hereby. (b) Each of the Grantor's Grantors' Interests representing an interest in the Partnership has been validly issued and the Grantor has Grantors have funded (or will fund before the same is past due) all capital contributions and advances to the Partnership in which such Interest represents an interest that are required to be funded or advanced prior to the date hereof and the Closing. (c) There are no agreements, instruments or understandings with respect to any of the Interests except, in the case of any Interest constituting an interest in the Partnership, as set forth in the partnership agreement of the Partnership. (d) The Grantor has Grantors have no interest, either direct or indirect, in any of the partnerships or properties set forth on Schedule D attached hereto (the"Other Partnerships and Propertiesthe "OTHER PARTNERSHIPS AND PROPERTIES") except for the Interests identified on Exhibit A which are the subject of this Agreement, and other interests in the Other Partnerships and Properties which are the subject of other, similar, option agreements with the Operating Partnership. (e) No Permitted Pledge will be in existence as of the date of the Closing, and the Grantor Grantors shall provide, at the Closing, such documentary evidence of the release of any Permitted Pledge as the Operating Partnership may reasonably request. (f) In making the representations in this Section 3.1 regarding the absence of Encumbrances, the Grantor Grantors may assume that the consents and waivers of rights set forth in Section 6.9 hereof have been given by all partners of the Partnership, partners in partnerships, members of limited liability companies or beneficiaries of trusts (in each case, only in their capacity as such) in which the Grantor's Interests represent direct or indirect interests.of

Title to Interests. (a) Except as set forth on Schedule C attached hereto, the Grantor owns beneficially and of record, free and clear of any claim, lien, pledge (except for pledges relating to the debt or equity financing of any real property owned by the Partnership (any such pledge, a "PERMITTED PLEDGE")), voting agreement, option, charge, security interest, mortgage, deed of trust, encumbrance, right of assignment, purchase right or other rights of any nature whatsoever (each, an "ENCUMBRANCE"), and has full power and authority to convey free and clear of any Encumbrances, its Interests and, upon delivery of an Assignment by the Grantor conveying its Interests and delivery of the Acquisition Consideration by the Operating Partnership for such Interests as herein provided, the Operating Partnership will acquire good and valid title thereto, free and clear of any Encumbrance, except Encumbrances created in favor of the Operating Partnership by the transactions contemplated hereby. (b) Each of the Grantor's Interests representing an interest in the Partnership has been validly issued and the Grantor has funded (or will fund before the same is past due) all capital contributions and advances to the Partnership in which such Interest represents an interest that are required to be funded or advanced prior to the date hereof and the Closing. (c) There are no agreements, instruments or understandings with respect to any of the Interests except, in the case of any Interest constituting an interest in the Partnership, as set forth in the partnership agreement of the Partnership. (d) The Grantor has no interest, either direct or indirect, in any of the partnerships or properties set forth on Schedule D attached hereto (the"Other Partnerships and Properties") except for the Interests identified on Exhibit Schedule A which are the subject of this Agreement, and other interests in the Other Partnerships and Properties which are the subject of other, similar, option agreements with the Operating Partnership. (e) No Permitted Pledge will be in existence as of the date of the Closing, and the Grantor shall provide, at the Closing, such documentary evidence of the release of any Permitted Pledge as the Operating Partnership may reasonably request. (f) In making the representations in this Section 3.1 regarding the absence of Encumbrances, the Grantor may assume that the consents and waivers of rights set forth in Section 6.9 hereof have been given by all partners of the Partnership, partners in partnerships, members of limited liability companies or beneficiaries of trusts (in each case, only in their capacity as such) in which the Grantor's Interests represent direct or indirect interests.

Title to Interests. (a) Except as set forth on Schedule C attached hereto, the Grantor Each Contributor owns its Interests beneficially and of record, free and clear of any claim, lien, pledge (except for pledges relating to the debt or equity financing of any real property owned by the Partnership (any such pledge, a "PERMITTED PLEDGE")), voting agreement, option, charge, security interest, mortgage, deed of trust, encumbrance, right rights of assignment, purchase right rights or other rights of any nature whatsoever (eachcollectively, "Encumbrances"), except as disclosed as exceptions in a title report for real property owned by an Asset Entity, dated on or after April 15, 1997, provided such title exceptions are satisfactory to the Operating Partnership in its sole discretion, and as set forth on EXHIBIT D attached hereto (any such encumbrance, a "ENCUMBRANCEPermitted Encumbrance"), and has full power and authority to convey free and clear of any Encumbrances (except, where applicable, the Permitted Encumbrances), its Interests and, upon delivery of an any Assignment by the Grantor such Contributor conveying its Interests and delivery of the Acquisition Consideration by the Operating Partnership for such Interests as herein provided, the Operating Partnership will acquire good and valid title thereto, free and clear of any Encumbrance, Encumbrance except Encumbrances created in favor of the Operating Partnership by the transactions contemplated hereby. hereby and, where applicable, the Permitted Encumbrances. No Contributor will consent to join in or in any way effect the transfer of any Asset prior to the Final Closing. At the Final Closing, if so requested, Contributors will execute all documents necessary to enable a title insurance company (bacceptable to the Operating Partnership, in its sole discretion) to issue to the Operating Partnership an ALTA Form B (1987 or later) Owner's Policy and such endorsements as the Operating Partnership may reasonably request, insuring fee simple and/or leasehold title to all real property and improvements comprising all or any part of the Assets to the Operating Partnership; provided that each Contributor's cost of complying with this requirement shall be limited to ten percent of the Consideration to be received by such Contributor, which amount shall be deducted from such Consideration at the Final Closing. Each of the Grantorsuch Contributor's Interests representing an interest in the Partnership has have been validly issued and the Grantor Contributor has funded (or will fund before the same is past due) all capital contributions and advances to the Partnership partnership or other entity in which such Interest represents an interest that are required to be funded or advanced prior to the date hereof and the date of the Initial Closing and the Final Closing. (c) . There are no agreements, instruments or understandings with respect to any of the such Contributor's Interests except, in the case of any Interest constituting an interest in the Partnership, except as set forth in the partnership agreement of the partnership in which an Interest represents a limited partner or general partner interest or as disclosed in writing to the Operating Partnership. (d) The Grantor . Such Contributor has no interest, either direct or indirect, in any of the partnerships or properties set forth on Schedule D attached hereto (the"Other Partnerships and Properties") Assets except for (a) the Interests identified on Exhibit A owned by it which are the subject of this Contribution Agreement, (b) the Excluded Interests, where applicable, and other (c) direct or indirect interests in the Other Partnerships and Properties partnerships or other entities which are themselves Contributors hereunder. Such Contributor covenants that no Encumbrance on his Interests (except, where applicable, the subject of other, similar, option agreements with the Operating Partnership. (ePermitted Encumbrances) No Permitted Pledge will be in existence as of the date of the Final Closing, and the Grantor shall provide, at the Closing, such documentary evidence of the release of any Permitted Pledge as the Operating Partnership may reasonably request. (f) . In making the representations in this Section 3.1 2.1 regarding the absence of Encumbrances, the Grantor each Contributor may assume that the consents and waivers of rights set forth in Section 6.9 5.10 hereof have been given by all partners of the Partnership, partners in partnerships, members of limited liability companies or beneficiaries of trusts (in each case, only in their capacity as such) partnerships in which the Grantorsuch Contributor's Interests Interest represent direct or indirect interests. Notwithstanding anything to the contrary contained herein, to the extent that the Contributor's Interests transferred hereunder constitute interests in partnerships or other entities ("Continuing Partnerships") which will continue in existence after the consummation of the transactions contemplated hereby, such Interests are and will remain subject to the terms and provisions of the partnership or other organizational agreements (as amended) of the Continuing Partnerships, including without limitation, restrictions, options, priorities and partnership loans provided for therein.

Title to Interests. (ai) Each Upper-Tier Interest has been duly authorized and validly issued in accordance with the constituent organizational documents of the Upper-Tier Joint Venture to which it relates (collectively for both Upper Tier Joint Ventures, the "Upper-Tier Joint Venture Organizational Documents") and applicable law and each of the Current Interest Owners owns its Upper-Tier Interest free and clear of any Encumbrance or other adverse claim (other than rights of others as set forth in the Upper-Tier Joint Venture Organizational Documents governing such Interest). Neither of the Current Interest Owners has pledged its Upper-Tier Interest to any other Person. (ii) Schedule 8.2(b)(ii) sets forth a complete list of each of the Upper-Tier Joint Venture Organizational Documents in force and effect on the date hereof, and CFCL has delivered or made available to the Purchaser or its counsel a true, correct and complete copy of each of such document. No Current Interest Owner or other CF Entity is a party to any pending legal or administrative proceeding or arbitration in respect of any dispute with the other partner in either Upper-Tier Joint Venture and no Current Interest Owner or other CF Entity has received written notice from the other partner in either Upper-Tier Joint Venture alleging any breach by it of any provision of any Upper-Tier Joint Venture Organizational Document that remains outstanding. (iii) Each of the Partial Property Owner Interests has been duly authorized and validly issued in accordance with the constituent organizational documents of the Partial Property Owner to which it relates (collectively for both Partial Property Owners, the "Partial Property Owner Organizational Documents") and applicable law and each of the Upper-Tier Joint Ventures owns its Partial Property Owner Interest free and clear of any Encumbrance or other adverse claim (other than rights of others as set forth in the Partial Property Owner Organizational Documents governing such Interest). Except as set forth on Schedule C attached hereto, the Grantor owns beneficially and of record, free and clear of any claim, lien, pledge (except for pledges relating to the debt or equity financing of any real property owned by the Partnership (any such pledge, a "PERMITTED PLEDGE")8.2(b)(ii), voting agreement, option, charge, security interest, mortgage, deed of trust, encumbrance, right of assignment, purchase right or other rights of any nature whatsoever (each, an "ENCUMBRANCE"), and has full power and authority to convey free and clear of any Encumbrances, its Interests and, upon delivery of an Assignment by the Grantor conveying its Interests and delivery neither of the Acquisition Consideration by the Operating Partnership for such Interests as herein provided, the Operating Partnership will acquire good and valid title thereto, free and clear of Upper-Tier Joint Ventures has pledged its Partial Property Owner Interest to any Encumbrance, except Encumbrances created in favor of the Operating Partnership by the transactions contemplated herebyother Person. (biv) Each Schedule 8.2(b)(iv) attached hereto sets forth a complete list of each of the Grantor's Interests representing an interest Partial Property Owner Organizational Documents in the Partnership has been validly issued force and the Grantor has funded (or will fund before the same is past due) all capital contributions and advances to the Partnership in which such Interest represents an interest that are required to be funded or advanced prior to effect on the date hereof and CFCL has delivered or made available to the Closing. (c) There are no agreementsPurchaser or its counsel a true, instruments correct and complete copy of each such document. No Upper-Tier Joint Venture or understandings with respect CF Entity is a party to any of the Interests except, pending legal or administrative proceeding or arbitration in the case respect of any Interest constituting an interest dispute with any other partner in the Partnership, as set forth either Partial Property Owner and no Upper-Tier Joint Venture or CF Entity has received written notice from any other partner in the partnership agreement of the Partnership. (d) The Grantor has no interest, either direct or indirect, in Partial Property Owner alleging any of the partnerships or properties set forth on Schedule D attached hereto (the"Other Partnerships and Properties") except for the Interests identified on Exhibit A which are the subject of this Agreement, and other interests in the Other Partnerships and Properties which are the subject of other, similar, option agreements with the Operating Partnership. (e) No Permitted Pledge will be in existence as of the date of the Closing, and the Grantor shall provide, at the Closing, such documentary evidence of the release breach by it of any Permitted Pledge as the Operating Partnership may reasonably requestprovision of any Partial Property Owner Organizational Document that remains outstanding. (f) In making the representations in this Section 3.1 regarding the absence of Encumbrances, the Grantor may assume that the consents and waivers of rights set forth in Section 6.9 hereof have been given by all partners of the Partnership, partners in partnerships, members of limited liability companies or beneficiaries of trusts (in each case, only in their capacity as such) in which the Grantor's Interests represent direct or indirect interests.

Title to Interests. (a) Except as set forth on Schedule C attached hereto, the Grantor owns beneficially and of record, free and clear of any claim, lien, pledge (except for pledges relating to the debt or equity financing of any real property owned by the Partnership (any such pledge, a "PERMITTED PLEDGE")), voting agreement, option, charge, security interest, mortgage, deed of trust, encumbrance, right of assignment, purchase right or other rights of any nature whatsoever (each, an "ENCUMBRANCE"), and has full power and authority to convey free and clear of any Encumbrances, its Interests and, upon delivery of an Assignment by the Grantor conveying its Interests and delivery of the Acquisition Consideration by the Operating Partnership for such Interests as herein provided, the Operating Partnership will acquire good and valid title thereto, free and clear of any Encumbrance, except Encumbrances created in favor of the Operating Partnership by the transactions contemplated hereby. (b) Each of the Grantor's Interests representing an interest in the Partnership has been validly issued and the Grantor has funded (or will fund before the same is past due) all capital contributions and advances to the Partnership in which such Interest represents an interest that are is required to be funded or advanced prior to the date hereof and the Closing. (c) There are no agreements, instruments or understandings with respect to any of the Interests except, in the case of any Interest constituting an interest in the Partnership, as set forth in the partnership agreement of the Partnership. (d) The Grantor has no interest, either direct or indirect, in any of the partnerships or properties set forth on Schedule D attached hereto (the"Other Partnerships and Properties") except for the Interests identified on Exhibit A which are the subject of this Agreement, and other interests in the Other Partnerships and Properties which are the subject of other, similar, option agreements with the Operating Partnership. (e) No Permitted Pledge will be in existence as of the date of the Closing, and the Grantor shall provide, at the Closing, such documentary evidence of the release of any Permitted Pledge as the Operating Partnership may reasonably request. (f) In making the representations in this Section 3.1 regarding the absence of Encumbrances, the Grantor may assume that the consents and waivers of rights set forth in Section 6.9 hereof have been given by all partners of the Partnership, partners in partnerships, members of limited liability companies or beneficiaries of trusts (in each case, only in their capacity as such) in which the Grantor's Interests represent direct or indirect interests.

Title to Interests. (a) Except as set forth on Schedule C attached heretoThe Holdings LP Interests together with the Holdings GP Interest represent 100% of the partnership interests of Holdings. There are no outstanding options, the Grantor owns beneficially warrants, rights or other securities convertible into or exchangeable or exercisable for partnership interests of Holdings issued or granted by Holdings, and of record, free and clear there are no agreements of any claimkind which may obligate Holdings to issue, lienpurchase, pledge (except for pledges relating to the debt redeem, or equity financing otherwise acquire any of any real property owned by the Partnership (any such pledge, a "PERMITTED PLEDGE")), voting agreement, option, charge, security interest, mortgage, deed of trust, encumbrance, right of assignment, purchase right or other rights of any nature whatsoever (each, an "ENCUMBRANCE"), and has full power and authority to convey free and clear of any Encumbrances, its Interests and, upon delivery of an Assignment by the Grantor conveying its Interests and delivery of the Acquisition Consideration by the Operating Partnership for such Interests as herein provided, the Operating Partnership will acquire good and valid title thereto, free and clear of any Encumbrancepartnership interests, except Encumbrances created as may be contained in favor of the Operating Partnership by the transactions contemplated herebyits Organizational Documents. (b) Each Holdings’ Company owns, holds of record, and is the beneficial owner of the Grantor's Interests representing an equity interests of the Holdings’ Subsidiaries as set forth on Schedule 3.3(b), in each case, free and clear of all Liens and restrictions on transfer other than (i) those arising pursuant to (A) this Agreement, (B) the Organizational Documents of the applicable Holdings’ Subsidiary, or (C) applicable securities Laws or (ii) Liens for Taxes that are Permitted Liens. There are no outstanding options, warrants, rights, or other securities convertible into or exchangeable or exercisable for equity interests of any Holdings’ Subsidiary issued or granted by such Holdings’ Subsidiary, and there are no agreements of any kind which may obligate such Holdings’ Subsidiary to issue, purchase, redeem, or otherwise acquire any of its equity interests, except as may be contained in its Organizational Documents. Except for the equity interests set forth on Schedule 3.3(b), none of the Holdings’ Companies owns any equity interest in the Partnership has been validly issued and the Grantor has funded (or will fund before the same is past due) all capital contributions and advances to the Partnership in which such Interest represents an interest that are required to be funded or advanced prior to the date hereof and the Closingany Person. (c) There are no agreementsMLP Holdco owns, instruments or understandings with respect to any holds of record, and is the beneficial owner of 100% of the Interests exceptIDRs, in the case free and clear of any Interest constituting an interest in the Partnership, as set forth in the partnership agreement of the Partnership. all Liens and restrictions on transfer other than (di) The Grantor has no interest, either direct or indirect, in any of the partnerships or properties set forth on Schedule D attached hereto those arising pursuant to (the"Other Partnerships and Properties"A) except for the Interests identified on Exhibit A which are the subject of this Agreement, and other interests in the Other Partnerships and Properties which (B) Merger Sub’s Organizational Documents, or (C) applicable securities Laws or (ii) Liens for Taxes that are the subject of other, similar, option agreements with the Operating PartnershipPermitted Liens. (e) No Permitted Pledge will be in existence as of the date of the Closing, and the Grantor shall provide, at the Closing, such documentary evidence of the release of any Permitted Pledge as the Operating Partnership may reasonably request. (f) In making the representations in this Section 3.1 regarding the absence of Encumbrances, the Grantor may assume that the consents and waivers of rights set forth in Section 6.9 hereof have been given by all partners of the Partnership, partners in partnerships, members of limited liability companies or beneficiaries of trusts (in each case, only in their capacity as such) in which the Grantor's Interests represent direct or indirect interests.

Title to Interests. (a) Except as set forth on Schedule C attached heretoWith the exception of the WFLP Indebtedness, the such ------------------ Grantor owns beneficially and of record, free and clear of any claim, lien, pledge (except for pledges relating to the debt or equity financing of any real property owned by the Partnership (any such pledge, a "PERMITTED PLEDGE")), voting agreement, option, charge, security interest, mortgage, deed of trust, encumbrance, right rights of assignment, purchase right rights or other rights of any nature whatsoever of any third party (eachcollectively, an "ENCUMBRANCEEncumbrances"), and has ------------ full power and authority to convey free and clear of any Encumbrances, its Interests and, upon delivery of an Assignment by the such Grantor conveying all of its Interests and delivery of the Acquisition Consideration by the Operating Partnership payment for such Interests as herein provided, the Operating Partnership Optionee (or its designee or designees) will acquire good and valid title thereto, free and clear of any Encumbrance, Encumbrance except Encumbrances created in favor of the Operating Partnership Optionee by the transactions contemplated hereby. (b) Each hereby and those created by Optionee. All of such Grantor's interest in the Company are those Interests set forth on the Ownership Exhibit as such Grantor's Interests. To the knowledge of Grantor, all of such Grantor's Interests representing an interest in the Partnership has have been validly issued issued, and the Grantor has funded (or will fund before the same is past due) all capital contributions and advances to the Partnership in which such Interest represents an interest Company that are required to be funded or advanced prior to the date hereof and the date of the Closing. (c) . There are no agreements, instruments or understandings with respect to any of the such Grantor's Interests except, in the case of any Interest constituting an interest in the Partnership, except as described herein or as set forth in the partnership agreement of the Partnership. (d) The Grantor has no interest, either direct or indirect, in any of the partnerships or properties set forth on Schedule D attached hereto (the"Other Partnerships and Properties") except for the Interests identified on Exhibit A which are the subject of this Agreement, and other interests in the Other Partnerships and Properties which are the subject of other, similar, option agreements with the Operating Partnership. (e) No Permitted Pledge will be in existence as of the date of the Closing, and the Grantor shall provide, at the Closing, such documentary evidence of the release of any Permitted Pledge as the Operating Partnership may reasonably request. (f) Company. In making the representations in this Section 3.1 regarding the absence of Encumbrances, the each Grantor may assume that the consents and waivers of rights set forth in Section 6.9 7.11 hereof have been given by all partners of the PartnershipCompany that are signatories hereto, partners in partnerships, members of limited liability companies or beneficiaries of trusts (in each case, only in their capacity as such) in which and that the Grantor's Interests represent direct or indirect interestsWFLP Indebtedness has been repaid.

Title to Interests. (a) Except Such Limited Partner owns, holds of record, and is the beneficial owner of the limited partner interests of Holdings as set forth on in Schedule C attached hereto, 4.3 of such Limited Partner’s Disclosure Schedule (the Grantor owns beneficially and of record“Holdings LP Interests”), free and clear of any claimall Liens and restrictions on transfer other than (i) those arising pursuant to (A) this Agreement, lien(B) Holdings’ Organizational Documents, pledge or (except C) applicable securities Laws or (ii) Liens for pledges relating to the debt or equity financing of any real property owned by the Partnership (any such pledge, a "PERMITTED PLEDGE")), voting agreement, option, charge, security interest, mortgage, deed of trust, encumbrance, right of assignment, purchase right Taxes or other rights governmental charges not yet due or delinquent or the amount or validity of any nature whatsoever which is being contested in good faith by appropriate proceedings by such Limited Partner. (eachb) Riverstone Enviva Holdings owns, an "ENCUMBRANCE")holds of record, and has full power and authority to convey free and clear is the beneficial owner of any Encumbrances, its Interests and, upon delivery of an Assignment by the Grantor conveying its Interests and delivery 100% of the Acquisition Consideration by the Operating Partnership for such Interests as herein provided, the Operating Partnership will acquire good and valid title theretolimited liability company interests of Holdings GP, free and clear of any Encumbranceall Liens and restrictions on transfer other than (i) those arising pursuant to (A) this Agreement, except Encumbrances created (B) Holdings GP’s Organizational Documents, or (C) applicable securities Laws or (ii) Liens for Taxes or other governmental charges not yet due or delinquent or the amount or validity of which is being contested in favor of the Operating Partnership good faith by the transactions contemplated hereby. (b) Each of the Grantor's Interests representing an interest in the Partnership has been validly issued and the Grantor has funded (or will fund before the same is past due) all capital contributions and advances to the Partnership in which such Interest represents an interest that are required to be funded or advanced prior to the date hereof and the Closing. (c) appropriate proceedings by Riverstone Enviva Holdings. There are no agreementsoutstanding options, instruments warrants, rights, or understandings with respect other securities convertible into or exchangeable or exercisable for limited liability company interests of Holdings GP issued or granted by Holdings GP, and there are no agreements of any kind which may obligate Holdings GP to issue, purchase, redeem or otherwise acquire any of its limited liability company interests, except as may be contained in its Organizational Documents. Holdings GP owns, holds of record and is the Interests except, in beneficial owner of the case of any Interest constituting an general partner interest in Holdings (the Partnership“Holdings GP Interest”), as set forth in the partnership agreement free and clear of the Partnership. all Liens and restrictions on transfer other than (di) The Grantor has no interest, either direct or indirect, in any of the partnerships or properties set forth on Schedule D attached hereto those arising pursuant to (the"Other Partnerships and Properties"A) except for the Interests identified on Exhibit A which are the subject of this Agreement, and (B) Holdings’ Organizational Documents, or (C) applicable securities Laws or (ii) Liens for Taxes or other interests governmental charges not yet due or delinquent or the amount or validity of which is being contested in good faith by appropriate proceedings by Holdings GP. For the Other Partnerships and Properties which are the subject avoidance of otherdoubt, similar, option agreements with the Operating Partnership. (e) No Permitted Pledge will be in existence as of the date of the Closing, and the Grantor shall provide, at the Closing, such documentary evidence of the release of any Permitted Pledge as the Operating Partnership may reasonably request. (f) In making the representations and warranties in this Section 3.1 regarding the absence of Encumbrances, the Grantor may assume that the consents and waivers of rights set forth in Section 6.9 hereof have been given 4.3(b) are made solely by all partners of the Partnership, partners in partnerships, members of limited liability companies or beneficiaries of trusts (in each case, only in their capacity as such) in which the Grantor's Interests represent direct or indirect interestsRiverstone Enviva Holdings.

Title to Interests. (a) Except as set forth on Schedule C attached hereto, the Grantor Each Contributor owns its Interests beneficially ------------------ and of record, free and clear of any claim, lien, pledge (except for pledges relating to the debt or equity financing of any real property owned by the Partnership (any such pledge, a "PERMITTED PLEDGE")), voting agreement, option, charge, security interest, mortgage, deed of trust, encumbrance, right rights of assignment, purchase right rights or other rights of any nature whatsoever (eachcollectively, "Encumbrances"), except as disclosed as exceptions in a title report for real property owned by an Asset Entity, dated on or after the date the Property was acquired by the applicable Asset Entity, and subject to such further title exceptions as are satisfactory to the Operating Partnership in its sole discretion, and as set forth on Exhibit D attached hereto (any such --------- encumbrance, a "ENCUMBRANCEPermitted Encumbrance"), and has full power and authority to convey free and clear of any Encumbrances (except, where applicable, the Permitted Encumbrances), its Interests and, upon delivery of an any Assignment by the Grantor such Contributor conveying its Interests and delivery of the Acquisition Consideration by the Operating Partnership for such Interests as herein provided, the Operating Partnership will acquire good and valid title thereto, free and clear of any Encumbrance, Encumbrance except Encumbrances created in favor of the Operating Partnership by the transactions contemplated hereby. hereby and, where applicable, the Permitted Encumbrances. No Contributor will consent to join in or in any way effect the transfer of any Asset prior to the Final Closing. At the Final Closing, if so requested, Contributors will execute all documents necessary to enable a title insurance company (bacceptable to the Operating Partnership, in its sole discretion) to issue to the Operating Partnership an ALTA Form B (1987 or later) Owner's Policy and such endorsements as the Operating Partnership may reasonably request, insuring fee simple and/or leasehold title to all real property and improvements comprising all or any part of the Assets to the Operating Partnership; provided that each Contributor's cost of complying with this requirement shall be limited to ten percent of the Consideration to be received by such Contributor, which amount shall be deducted from such Consideration at the Final Closing. Each of the Grantorsuch Contributor's Interests representing an interest in the Partnership has have been validly issued and the Grantor Contributor has funded (or will fund before the same is past due) all capital contributions and advances to the Partnership partnership or other entity in which such Interest represents an interest that are required to be funded or advanced prior to the date hereof and the date of the Initial Closing and the Final Closing. (c) . There are no agreements, instruments or understandings with respect to any of the such Contributor's Interests except, in the case of any Interest constituting an interest in the Partnership, except as set forth (x) in the partnership agreement of the Partnership. partnership in which an Interest represents a limited partner or general partner interest or as disclosed in writing to the Operating Partnership and (dy) The Grantor in any third party agreement to which an Asset Entity is currently a party, e.g., franchise agreements, ground leases, etc. Such Contributor has no interest, either direct or indirect, in any of the partnerships or properties set forth on Schedule D attached hereto (the"Other Partnerships and Properties") Assets except for (a) the Interests identified on Exhibit A owned by it which are the subject of this Contribution Agreement, (b) the Excluded Interests, where applicable, and other (c) direct or indirect interests in the Other Partnerships and Properties partnerships or other entities which are themselves Contributors hereunder. Such Contributor covenants that no Encumbrance on his Interests (except, where applicable, the subject of other, similar, option agreements with the Operating Partnership. (ePermitted Encumbrances) No Permitted Pledge will be in existence as of the date of the Final Closing, and the Grantor shall provide, at the Closing, such documentary evidence of the release of any Permitted Pledge as the Operating Partnership may reasonably request. (f) . In making the representations in this Section 3.1 2.1 regarding the absence of Encumbrances, the Grantor each Contributor may assume that the consents and waivers of rights set forth in Section 6.9 6.10 hereof have been given by all partners of the Partnership, partners in partnerships, members of limited liability companies or beneficiaries of trusts (in each case, only in their capacity as such) partnerships in which the Grantorsuch Contributor's Interests Interest represent direct or indirect interests. Notwithstanding anything to the contrary contained herein, to the extent that the Contributor's Interests transferred hereunder constitute interests in partnerships or other entities ("Continuing Partnerships") which will continue in existence after the consummation of the transactions contemplated hereby, such Interests are and will remain subject to the terms and provisions of the partnership or other organizational agreements (as amended) of the Continuing Partnerships, including without limitation, restrictions, options, priorities and partnership loans and partnership obligations provided for therein.

Title to Interests. (a) Except as set forth on Schedule C attached hereto, The Seller owns the Grantor owns Premises beneficially and of record, free and clear of any claim, lien, pledge (except for pledges relating to the debt or equity financing of any real property owned by the Partnership (any such pledge, a "PERMITTED PLEDGE")), voting agreement, option, charge, security interest, mortgage, deed of trust, encumbrance, right rights of assignment, purchase right rights or other rights of any nature whatsoever (eachcollectively, an "ENCUMBRANCES"), except as set forth on EXHIBIT D attached hereto (any such encumbrance, a "PERMITTED ENCUMBRANCE"), and has full power and authority to convey free and clear of any Encumbrances (except, where applicable, the Permitted Encumbrances), its Interests the Premises and, upon delivery of an any Assignment by the Grantor Seller conveying its Interests title to the Premises and delivery of the Acquisition Consideration by the Operating Partnership for such Interests conveyance as herein provided, the Operating Partnership will acquire good good, marketable and valid fee title thereto, free and clear of any Encumbrance, Encumbrance except Encumbrances created in favor of the Operating Partnership by the transactions contemplated hereby. (b) Each hereby and, where applicable, the Permitted Encumbrances. Seller will not consent to join in or in any way effect the transfer of the Grantor's Interests representing an interest in the Partnership has been validly issued and the Grantor has funded (or will fund before the same is past due) all capital contributions and advances to the Partnership in which such Interest represents an interest that are required to be funded or advanced Premises prior to the date hereof and Final Closing. At the Final Closing. , if so requested, the Seller will execute all documents necessary to enable a title insurance company (c) There are no agreements, instruments or understandings with respect acceptable to any of the Interests except, in the case of any Interest constituting an interest in the Partnership, as set forth in the partnership agreement of the Partnership. (d) The Grantor has no interest, either direct or indirect, in any of the partnerships or properties set forth on Schedule D attached hereto (the"Other Partnerships and Properties") except for the Interests identified on Exhibit A which are the subject of this Agreement, and other interests in the Other Partnerships and Properties which are the subject of other, similar, option agreements with the Operating Partnership. , in its sole discretion) to issue to the Operating Partnership an ALTA Form B (e1987 or later) No Owner's Policy and such endorsements as the Operating Partnership may reasonably request, insuring fee simple title to all real property and improvements comprising all or any part of the Premises to the Operating Partnership; provided that the Seller's cost of complying with this requirement shall be limited to ten percent of the gross Consideration to be received by the Seller, which amount shall be deducted from the Consideration at the Final Closing. The Seller covenants and warrants that no Encumbrance on the Premises (except, where applicable, the Permitted Pledge Encumbrances) will be in existence as of the date of the Final Closing, and the Grantor shall provide, at the Closing, such documentary evidence of the release of any Permitted Pledge as the Operating Partnership may reasonably request. (f) In making the representations in this Section 3.1 regarding the absence of Encumbrances, the Grantor may assume that the consents and waivers of rights set forth in Section 6.9 hereof have been given by all partners of the Partnership, partners in partnerships, members of limited liability companies or beneficiaries of trusts (in each case, only in their capacity as such) in which the Grantor's Interests represent direct or indirect interests.

Title to Interests. (a) Except as set forth on Schedule C attached hereto, the Grantor Each Contributor owns its Interests beneficially ------------------ and of record, free and clear of any claim, lien, pledge (except for pledges relating to the debt or equity financing of any real property owned by the Partnership (any such pledge, a "PERMITTED PLEDGE")), voting agreement, option, charge, security interest, mortgage, deed of trust, encumbrance, right rights of assignment, purchase right rights or other rights of any nature whatsoever (eachcollectively, an "ENCUMBRANCEEncumbrances"). Title to the Property is free and clear of any ------------ Encumbrance, except as disclosed as exceptions in the title report for real property owned or leased by the Asset Entity, dated on or after the date the Property was acquired by the Asset Entity, provided such title exceptions are satisfactory to the Operating Partnership in its sole discretion, and as set forth on Exhibit C attached hereto (any such encumbrance, a "Permitted --------- --------- Encumbrance"), and has full power and authority to convey free and clear of any ----------- Encumbrances (except, where applicable, the Permitted Encumbrances), its Interests and, upon delivery of an any Assignment by the Grantor such Contributor conveying its Interests and delivery of the Acquisition Consideration by the Operating Partnership for such Interests as herein provided, the Operating Partnership will acquire good and valid title thereto, free and clear of any Encumbrance, Encumbrance except Encumbrances created in favor of the Operating Partnership by the transactions contemplated hereby. hereby and, where applicable, the Permitted Encumbrances. No Contributor will consent to join in or in any way effect the transfer of any Asset prior to the Final Closing. At the Final Closing, if so requested, Contributors will execute all documents necessary to enable a title insurance company (bacceptable to the Operating Partnership, in its sole discretion) to issue to the Operating Partnership an ALTA Form B (1987 or later) Owner's Policy and such endorsements as the Operating Partnership may reasonably request, insuring fee simple and/or leasehold title to all real property and improvements comprising all or any part of the Assets to the Operating Partnership; provided that each Contributor's cost of complying with this requirement shall be limited to ten percent of the Consideration to be received by such Contributor, which amount shall be deducted from such Consideration at the Final Closing. Each of the Grantorsuch Contributor's Interests representing an interest in the Partnership has have been validly issued and the Grantor Contributor has funded (or will fund before the same is past due) all capital contributions and advances to the Partnership Asset Entity in which such Interest represents an interest that are required to be funded or advanced prior to the date hereof and the date of the Initial Closing and the Final Closing. (c) . There are no agreements, instruments or understandings with respect to any of the such Contributor's Interests except, in the case of any Interest constituting an interest in the Partnership, except as set forth in the partnership agreement of the Asset Entity in which an Interest represents a limited partner or general partner interest or as disclosed in writing to the Operating Partnership. (d) The Grantor . Such Contributor has no interest, either direct or indirect, in any of the partnerships or properties set forth on Schedule D attached hereto (the"Other Partnerships and Properties") Assets except for (a) the Interests identified on Exhibit A owned by it which are the subject of this Contribution Agreement, (b) the Excluded Interests, where applicable, and other (c) direct or indirect interests in the Other Partnerships and Properties partnerships or other entities which are themselves Contributors hereunder. Such Contributor covenants that no Encumbrance on his Interests (except, where applicable, the subject of other, similar, option agreements with the Operating Partnership. (ePermitted Encumbrances) No Permitted Pledge will be in existence as of the date of the Final Closing, and the Grantor shall provide, at the Closing, such documentary evidence of the release of any Permitted Pledge as the Operating Partnership may reasonably request. (f) . In making the representations in this Section 3.1 2.1 regarding the absence of Encumbrances, the Grantor each Contributor may assume that the consents and waivers of rights set forth in Section 6.9 6.10 hereof have been given by all partners of the Partnership, partners in partnerships, members of limited liability companies or beneficiaries of trusts (in each case, only in their capacity as such) partnerships in which the Grantorsuch Contributor's Interests Interest represent direct or indirect interests. Notwithstanding anything to the contrary contained herein, to the extent that the Contributor's Interests transferred hereunder constitute interests in partnerships or other entities ("Continuing ---------- Partnerships") which will continue in existence after the consummation of the transactions contemplated hereby, such Interests are and will remain subject to the terms and provisions of the partnership or other organizational agreements (as amended) of the Continuing Partnerships, including without limitation, restrictions, options, priorities and partnership loans provided for therein.

Title to Interests. (a) Except as set forth on Schedule C attached hereto, the Grantor Each Contributor owns its Interests beneficially ------------------ and of record, free and clear of any claim, lien, pledge (except for pledges relating to the debt or equity financing of any real property owned by the Partnership (any such pledge, a "PERMITTED PLEDGE")), voting agreement, option, charge, security interest, mortgage, deed of trust, encumbrance, right rights of assignment, purchase right rights or other rights of any nature whatsoever (eachcollectively, an "ENCUMBRANCEEncumbrances"), except as disclosed as exceptions in the title ------------ report for real property owned or leased by the Asset Entity, dated on or after the date the Property was acquired by the Asset Entity, provided such title exceptions are satisfactory to the Operating Partnership in its sole discretion, and except for Encumbrances pursuant to the governing document of the Asset Entity, and except as set forth on Exhibit C attached hereto (any such --------- encumbrance, a "Permitted Encumbrance"), and has full power and authority to --------------------- convey free and clear of any Encumbrances (except, where applicable, the Permitted Encumbrances), its Interests and, upon delivery of an any Assignment by the Grantor such Contributor conveying its Interests and delivery of the Acquisition Consideration by the Operating Partnership for such Interests as herein provided, the Operating Partnership will acquire good and valid title thereto, free and clear of any Encumbrance, Encumbrance except Encumbrances created in favor of the Operating Partnership by the transactions contemplated hereby. hereby and, where applicable, the Permitted Encumbrances. No Contributor will consent to join in or in any way effect the transfer of any Asset prior to the Final Closing. At the Final Closing, if so requested, Contributors will execute all documents necessary to enable a title insurance company (bacceptable to the Operating Partnership, in its sole discretion) Each to issue to the Operating Partnership an ALTA Form B (1987 or later) Owner's Policy and such endorsements as the Operating Partnership may reasonably request, insuring fee simple and/or leasehold title to all real property and improvements comprising all or any part of the GrantorAssets to the Operating Partnership; provided that each Contributor's Interests representing an interest in cost of complying with this requirement shall be limited to ten percent of the Partnership has been validly issued Consideration to be received by such Contributor, which amount shall be deducted from such Consideration at the Final Closing; and provided further that no Contributor shall be required to execute any document that would have the Grantor effect of releasing, waiving or subordinating any claim it or its affiliates may have against the Asset Entity. Each Contributor has funded (or will fund before the same is past due) all capital contributions and advances to the Partnership Asset Entity in which such its Interest represents an interest that are required to be funded or advanced prior to the date hereof and the date of the Initial Closing and the Final Closing. (c) . There are no agreements, instruments or understandings with respect to any of the such Contributor's Interests except, in the case of any Interest constituting an interest in the Partnership, except as set forth in the partnership agreement of the Asset Entity in which an Interest represents a limited partner or general partner interest or as disclosed in writing to the Operating Partnership. (d) The Grantor . Such Contributor has no interest, either direct or indirect, in any of the partnerships or properties set forth on Schedule D attached hereto (the"Other Partnerships and Properties") Assets except for (a) the Interests identified on Exhibit A owned by it which are the subject of this Contribution Agreement, (b) the Excluded Interests, where applicable, and other (c) direct or indirect interests in the Other Partnerships and Properties partnerships or other entities which are themselves Contributors hereunder. Such Contributor covenants that no Encumbrance on his Interests (except, where applicable, the subject of other, similar, option agreements with the Operating Partnership. (ePermitted Encumbrances) No Permitted Pledge will be in existence as of the date of the Final Closing, and the Grantor shall provide, at the Closing, such documentary evidence of the release of any Permitted Pledge as the Operating Partnership may reasonably request. (f) . In making the representations in this Section 3.1 2.1 regarding the absence of Encumbrances, the Grantor each Contributor may assume that the consents and waivers of rights set forth in Section 6.9 6.10 hereof have been given by all partners of the Partnership, partners in partnerships, members of limited liability companies or beneficiaries of trusts (in each case, only in their capacity as such) partnerships in which the Grantorsuch Contributor's Interests Interest represent direct or indirect interests. Notwithstanding anything to the contrary contained herein, to the extent that the Contributor's Interests transferred hereunder constitute interests in partnerships or other entities ("Continuing Partnerships") which ----------------------- will continue in existence after the consummation of the transactions contemplated hereby, such Interests are and will remain subject to the terms and provisions of the partnership or other organizational agreements (as amended) of the Continuing Partnerships, including without limitation, restrictions, options, priorities and partnership loans provided for therein.

Title to Interests. (a) Except as set forth on Schedule C attached hereto, the Grantor Each Contributor owns its Interests beneficially and of record, free and clear of any claim, lien, pledge (except for other than pledges relating or liens on Interests with third party lenders which will be removed on or prior to the debt or equity financing of any real property owned by the Partnership (any such pledge, a "PERMITTED PLEDGE")Final Closing), voting agreement, option, charge, security interest, mortgage, deed of trust, encumbrance, right rights of assignment, purchase right rights or other rights of any nature whatsoever (eachcollectively, "Encumbrances"), except as disclosed as exceptions in a title report, dated on or after January 1, 1998, provided such title exceptions are satisfactory to the Operating Partnership in its sole discretion, and except for contracts or arrangements relating to the operation of an Asset which are in place as of the date of the Initial Closing and the Final Closing, all as set forth on EXHIBIT E attached hereto (any such encumbrance, a "ENCUMBRANCEPermitted Encumbrance"), and has full power and authority to convey free and clear of any Encumbrances (except, where applicable, the Permitted Encumbrances), its Interests and, upon delivery of an Assignment by the Grantor conveying its Interests and delivery of the Acquisition Consideration by the Operating Partnership for such Interests as herein provided, the Operating Partnership will acquire good and valid title thereto, free and clear of any Encumbrance, Encumbrance except Encumbrances created in favor of the Operating Partnership by the transactions contemplated hereby. hereby and, where applicable, the Permitted Encumbrances. No Contributor will consent to join in or in any way effect the transfer of any Asset prior to the Final Closing. At the Final Closing, if so requested, Contributors will execute all documents necessary to enable a title insurance company (bacceptable to the Operating Partnership, in its sole discretion) to issue to the Operating Partnership an ALTA Form B (1987 or later) Owner's Policy and such endorsements as the Operating Partnership may reasonably request, insuring fee simple and/or leasehold title to all real property and improvements comprising all or any part of the Assets to the Operating Partnership. Each of the Grantorsuch Contributor's Interests representing an interest in the Partnership has have been validly issued and the Grantor each Contributor has funded (or will fund before the same is past due) all capital contributions and advances to the Partnership entity in which such Interest represents an interest that are required to be funded or advanced prior to the date hereof and the date of the Initial Closing and the Final Closing. (c) . There are no agreements, instruments or understandings with respect to any of such Contributor's Interests except as disclosed in writing to the Interests except, in the case of any Interest constituting an interest in the Operating Partnership, as set forth in the partnership agreement of the Partnership. (d) The Grantor . Such Contributor has no interest, either direct or indirect, in any of the partnerships or properties set forth on Schedule D attached hereto (the"Other Partnerships and Properties") Assets except for (a) the Interests identified on Exhibit A owned by it which are the subject of this Omnibus Contribution Agreement, (b) the Excluded Interests (where applicable) and other (c) direct or indirect interests in the Other Partnerships and Properties partnerships or other entities which are themselves Contributors hereunder. Such Contributor covenants that no Encumbrance on its Interests (except, where applicable, the subject of other, similar, option agreements with the Operating Partnership. (ePermitted Encumbrances) No Permitted Pledge will be in existence as of the date of the Final Closing, and the Grantor shall provide, at the Closing, such documentary evidence of the release of any Permitted Pledge as the Operating Partnership may reasonably request. (f) . In making the representations in this Section 3.1 2.1 regarding the absence of Encumbrances, the Grantor each Contributor may assume that the consents and waivers of rights set forth in Section 6.9 7.11 hereof have been given by all partners of the Partnership, partners partnerships or owners of voting interests in partnerships, members of limited liability companies or beneficiaries of trusts (in each case, only in their capacity as such) entities in which the Grantorsuch Contributor's Interests represent direct or indirect interestsinterests and may further assume that any required consents from lenders have been obtained. Notwithstanding anything to the contrary contained herein, to the extent that the Contributor's Interests transferred hereunder constitute interests in partnerships or other entities ("Continuing Partnerships") which will continue in existence after the consummation of the transactions contemplated hereby, such Interests are and will remain subject to the terms and provisions of the partnership or other organizational agreements (each as amended) of the Continuing Partnerships, including without limitation, restrictions, options, priorities and partnership loans provided for therein.