Common use of Title to Interests Clause in Contracts

Title to Interests. Each Contributor owns its Interests beneficially ------------------ and of record, free and clear of any claim, lien, pledge, voting agreement, option, charge, security interest, mortgage, deed of trust, encumbrance, rights of assignment, purchase rights or other rights of any nature whatsoever (collectively, "Encumbrances"). 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 any Assignment by such Contributor conveying its Interests and delivery of Consideration 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 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 (acceptable 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 such Contributor's Interests have been validly issued and Contributor has funded (or will fund before the same is past due) all capital contributions and advances to the 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. There are no agreements, instruments or understandings with respect to any of such Contributor's Interests 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. Such Contributor has no interest, either direct or indirect, in any of the Assets except for (a) the Interests owned by it which are the subject of this Contribution Agreement, (b) the Excluded Interests, where applicable, and (c) direct or indirect interests in partnerships or other entities which are themselves Contributors hereunder. Such Contributor covenants that no Encumbrance on his Interests (except, where applicable, the Permitted Encumbrances) will be in existence as of the date of the Final Closing. In making the representations in this Section 2.1 regarding the absence of Encumbrances, each Contributor may assume that the consents and waivers of rights set forth in Section 6.10 hereof have been given by all partners of partnerships in which such Contributor's 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. Each Contributor owns its Interests beneficially ------------------ and of record, free and clear of any claim, lien, pledge, voting agreement, option, charge, security interest, mortgage, deed of trust, encumbrance, rights of assignment, purchase rights or other rights of any nature whatsoever (collectively, "Encumbrances"). Title to the Property is free and clear of any ------------ Encumbrance, except as disclosed as exceptions in the title report ------------ reports identified in Exhibit C for real property owned or leased by the an Asset Entity, such title reports dated on or after the date the related Property was acquired by the Asset Entity, provided 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 encumbranceencumbrance 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 "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 any Assignment by such Contributor conveying its Interests and delivery of Consideration 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 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 ClosingClosing 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 (acceptable 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 the cost of complying any affirmative insurance to insure over any Encumbrances (other than Permitted Encumbrances) with this requirement respect to each Property shall be limited to ten percent of $100,000 in the aggregate per Property, which amount shall be deducted, pro rata, from the Consideration to be received by such Contributor, which amount shall be deducted from such Consideration the Contributor who have contributed their interest with respect to the affected Property at the Final Closing. Each of such Contributor's Interests have been validly issued and Contributor has funded (or will fund before the same is past due) all capital contributions and advances to the 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. There are no agreements, instruments or understandings with respect to any of such Contributor's Interests except as set forth in (x) 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 PartnershipPartnership and (y) 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 Assets except for (a) the Interests owned by it which are the subject of this Contribution Agreement, and (b) the Excluded Interests, where applicable, and (c) direct or indirect interests in partnerships or other entities which are themselves Contributors hereunder. Such Contributor covenants that no Encumbrance on his Interests (except, where applicable, the Permitted Encumbrances) will be in existence as of the date of the Final Closing. In making the representations in this Section 2.1 regarding the absence of Encumbrances, each Contributor may assume that the consents and waivers of rights set forth in Section 6.10 hereof have been given by all partners of partnerships in which such Contributor's 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. Each Contributor owns its Interests beneficially ------------------ and of record, free and clear of any claim, lien, pledge, voting agreement, option, charge, security interest, mortgage, deed of trust, encumbrance, rights of assignment, purchase rights or other rights of any nature whatsoever (collectively, "Encumbrances"). Title to the Property is free and clear of any ------------ Encumbrance, except as disclosed as exceptions in the a title report for real property owned or leased by the an Asset Entity, dated on or after the date the Property was acquired by the applicable Asset Entity, provided 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 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 and, upon delivery of any Assignment by such Contributor conveying its Interests and delivery of Consideration 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 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 (acceptable 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 such Contributor's Interests have been validly issued and Contributor has funded (or will fund before the same is past due) all capital contributions and advances to the Asset Entity 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. There are no agreements, instruments or understandings with respect to any of such Contributor's Interests except as set forth (x) in the partnership agreement of the Asset Entity partnership in which an Interest represents a limited partner or general partner interest or as disclosed in writing to the Operating PartnershipPartnership and (y) 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 Assets except for (a) the Interests owned by it which are the subject of this Contribution Agreement, (b) the Excluded Interests, where applicable, and (c) direct or indirect interests in partnerships or other entities which are themselves Contributors hereunder. Such Contributor covenants that no Encumbrance on his Interests (except, where applicable, the Permitted Encumbrances) will be in existence as of the date of the Final Closing. In making the representations in this Section 2.1 regarding the absence of Encumbrances, each Contributor may assume that the consents and waivers of rights set forth in Section 6.10 hereof have been given by all partners of partnerships in which such Contributor's 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. Each Contributor owns its Interests beneficially ------------------ and of record, free and clear of any claim, lien, pledge, voting agreement, option, charge, security interest, mortgage, deed of trust, encumbrance, rights of assignment, purchase rights or other rights of any nature whatsoever (collectively, "Encumbrances"). Title to the Property is free and clear of any ------------ Encumbrance, except as disclosed as exceptions in the a title report for real property owned or leased by the an Asset Entity, dated on or after the date the Property was acquired by the Asset EntityApril 15, 1997, provided such title exceptions are satisfactory to the Operating Partnership in its sole discretion, and as set forth on Exhibit C 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 and, upon delivery of any Assignment by such Contributor conveying its Interests and delivery of Consideration 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 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 (acceptable 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 such Contributor's Interests have been validly issued and Contributor has funded (or will fund before the same is past due) all capital contributions and advances to the Asset Entity 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. There are no agreements, instruments or understandings with respect to any of such Contributor's Interests except as set forth in the partnership agreement of the Asset Entity partnership in which an Interest represents a limited partner or general partner interest or as disclosed in writing to the Operating Partnership. Such Contributor has no interest, either direct or indirect, in any of the Assets except for (a) the Interests owned by it which are the subject of this Contribution Agreement, (b) the Excluded Interests, where applicable, and (c) direct or indirect interests in partnerships or other entities which are themselves Contributors hereunder. Such Contributor covenants that no Encumbrance on his Interests (except, where applicable, the Permitted Encumbrances) will be in existence as of the date of the Final Closing. In making the representations in this Section 2.1 regarding the absence of Encumbrances, each Contributor may assume that the consents and waivers of rights set forth in Section 6.10 5.10 hereof have been given by all partners of partnerships in which such Contributor's 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. Each Contributor Such Grantor owns its Interests beneficially ------------------ and of record, ------------------ free and clear of any claim, lien, pledge (except, prior to the Final Closing only, as otherwise disclosed in writing to Optionee and its counsel prior to the date hereof in a notice specifically referencing this Option Agreement (any such pledge, a "Permitted Pledge")), voting agreement, option, charge, security ---------------- interest, mortgage, deed of trust, encumbrance, rights of assignment, purchase rights or other rights of any nature whatsoever of any third party (collectively, "Encumbrances"). 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 any an Assignment by such Contributor Grantor conveying all or any of its Interests and delivery of Consideration 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 except Encumbrances created in favor of the Operating Partnership Optionee by the transactions contemplated 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 (acceptable 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 Closinghereby. Each of such ContributorGrantor's Interests have been validly issued and Contributor Grantor has funded (or will fund before the same is past due) all capital contributions and advances to the Asset Entity partnership in which such Interest represents an interest that are required to be funded or advanced prior to the date hereof and the date dates of the Initial Closing Pre-closing and the Final Closing. There are no agreements, instruments or understandings with respect to any of such ContributorGrantor's Interests except as set forth in the partnership agreement of the Asset Entity partnership in which an Interest represents a limited partner or general partner interest or as disclosed in writing to the Operating Partnershipinterest. Such Contributor Grantor has no equity interest, either direct or indirect, in any of the Assets except for (a) the Interests owned by it which that are the subject of this Contribution Option Agreement, (b) the Excluded Interests, where applicable, and (c) direct or indirect interests in partnerships or other entities which are themselves Contributors hereunder. Such Contributor Grantor covenants that no Encumbrance on his Interests Permitted Pledge (except, where applicable, the Permitted Encumbrancesi) will be in existence as of the date of the Final ClosingClosing or (ii) shall prohibit the transfer, free of all Encumbrances (including the Permitted Pledge) of the Interest so encumbered, and such Grantor shall provide at the Final Closing such documentary evidence of the release of any Permitted Pledge as Optionee may reasonably request. In making the representations in this Section 2.1 3.1 regarding the absence of Encumbrances, each Contributor Grantor may assume that the consents and waivers of rights set forth in Section 6.10 7.10 hereof have been given by all partners of partnerships in which such ContributorGrantor's Interest Interests represent direct or indirect interests. Notwithstanding anything 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 contrary contained hereinGrantor 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 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 thereinOptionee.

Title to Interests. Each Contributor The Seller owns its Interests the Premises beneficially ------------------ and of record, free and clear of any claim, lien, pledge, voting agreement, option, charge, security interest, mortgage, deed of trust, encumbrance, rights of assignment, purchase rights or other rights of any nature whatsoever (collectively, "EncumbrancesENCUMBRANCES"). 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 EXHIBIT D attached hereto (any such encumbrance, a "Permitted --------- --------- EncumbrancePERMITTED 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 any Assignment by such Contributor the Seller conveying its Interests title to the Premises and delivery of the Consideration 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 except Encumbrances created in favor of the Operating Partnership by the transactions contemplated hereby and, where applicable, the Permitted Encumbrances. No Contributor Seller will not consent to join in or in any way effect the transfer of any Asset the Premises prior to the Final Closing. At the Final Closing, if so requested, Contributors the Seller will execute all documents necessary to enable a title insurance company (acceptable 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 Premises to the Operating Partnership; provided that each Contributorthe Seller's cost of complying with this requirement shall be limited to ten percent of the gross Consideration to be received by such Contributorthe Seller, which amount shall be deducted from such the Consideration at the Final Closing. Each of such Contributor's Interests have been validly issued The Seller covenants and Contributor has funded (or will fund before the same is past due) all capital contributions and advances to the 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. There are no agreements, instruments or understandings with respect to any of such Contributor's Interests 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. Such Contributor has no interest, either direct or indirect, in any of the Assets except for (a) the Interests owned by it which are the subject of this Contribution Agreement, (b) the Excluded Interests, where applicable, and (c) direct or indirect interests in partnerships or other entities which are themselves Contributors hereunder. Such Contributor covenants warrants that no Encumbrance on his Interests the Premises (except, where applicable, the Permitted Encumbrances) will be in existence as of the date of the Final Closing. In making the representations in this Section 2.1 regarding the absence of Encumbrances, each Contributor may assume that the consents and waivers of rights set forth in Section 6.10 hereof have been given by all partners of partnerships in which such Contributor's 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. Each Contributor owns its Interests beneficially ------------------ and of record, free and clear of any claim, lien, pledge, voting agreement, option, charge, security interest, mortgage, deed of trust, encumbrance, rights of assignment, purchase rights or other rights of any nature whatsoever (collectively, "Encumbrances"). Title to the Property is free and clear of any ------------ Encumbrance, except as disclosed as exceptions in the title report ------------ reports identified in Exhibit C for real property owned or leased by the an Asset Entity, such title reports dated on or after the date the related Property was acquired by the Asset Entity, provided 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 encumbranceencumbrance 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 "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 any Assignment by such Contributor conveying its Interests and delivery of Consideration 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 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 ClosingClosing 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 (acceptable 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 the cost of complying any affirmative insurance to insure over any incumbrance with this requirement respect to each Property shall be limited to ten percent of $100,000 in the aggregate per Property, which amount shall be deducted, pro rata, from the Consideration to be received by such Contributor, which amount shall be deducted from such Consideration the Contributor who have contributed their interest with respect to the affected Property at the Final Closing. Each of such Contributor's Interests have been validly issued and Contributor has funded (or will fund before the same is past due) all capital contributions and advances to the 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. There are no agreements, instruments or understandings with respect to any of such Contributor's Interests except as set forth in (x) 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 PartnershipPartnership and (y) 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 Assets except for (a) the Interests owned by it which are the subject of this Contribution Agreement, and (b) the Excluded Interests, where applicable, and (c) direct or indirect interests in partnerships or other entities which are themselves Contributors hereunder. Such Contributor covenants that no Encumbrance on his Interests (except, where applicable, the Permitted Encumbrances) will be in existence as of the date of the Final Closing. In making the representations in this Section 2.1 regarding the absence of Encumbrances, each Contributor may assume that the consents and waivers of rights set forth in Section 6.10 hereof have been given by all partners of partnerships in which such Contributor's 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. Each Contributor owns its Interests beneficially ------------------ and of record, free and clear of any claim, lien, pledgepledge (other than pledges or liens on Interests with third party lenders which will be removed on or prior to the Final Closing), voting agreement, option, charge, security interest, mortgage, deed of trust, encumbrance, rights of assignment, purchase rights or other rights of any nature whatsoever (collectively, "Encumbrances"). Title to the Property is free and clear of any ------------ Encumbrance, except as disclosed as exceptions in the a title report for real property owned or leased by the Asset Entityreport, dated on or after the date the Property was acquired by the Asset EntityJanuary 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 C EXHIBIT E 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 any Assignment by such Contributor conveying its Interests and delivery of Consideration 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 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 (acceptable 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 such Contributor's Interests have been validly issued and each Contributor has funded (or will fund before the same is past due) all capital contributions and advances to the Asset Entity 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. There are no agreements, instruments or understandings with respect to any of such Contributor's Interests 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. Such Contributor has no interest, either direct or indirect, in any of the Assets except for (a) the Interests owned by it which are the subject of this Omnibus Contribution Agreement, (b) the Excluded Interests, Interests (where applicable, ) and (c) direct or indirect interests in partnerships or other entities which are themselves Contributors hereunder. Such Contributor covenants that no Encumbrance on his its Interests (except, where applicable, the Permitted Encumbrances) will be in existence as of the date of the Final Closing. In making the representations in this Section 2.1 regarding the absence of Encumbrances, each Contributor may assume that the consents and waivers of rights set forth in Section 6.10 7.11 hereof have been given by all partners of partnerships or owners of voting interests in entities in which such Contributor's Interest 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.

Title to Interests. Each Contributor owns its Interests beneficially ------------------ and of record, free and clear of any claim, lien, pledge, voting agreement, option, charge, security interest, mortgage, deed of trust, encumbrance, rights of assignment, purchase rights or other rights of any nature whatsoever (collectively, "Encumbrances"). 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 any Assignment by such Contributor conveying its Interests and delivery of Consideration 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 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 (acceptable 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 such Contributor's Interests have been validly issued and Contributor has funded (or will fund before the same is past due) all capital contributions and advances to the 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. There are no agreements, instruments or understandings with respect to any of such Contributor's Interests 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. Such Contributor has no interest, either direct or indirect, in any of the Assets except for (a) the Interests owned by it which are the subject of this Contribution Agreement, (b) the Excluded Interests, where applicable, and (c) direct or indirect interests in partnerships or other entities which are themselves Contributors hereunder. Such Contributor covenants that no Encumbrance on his Interests (except, where applicable, the Permitted Encumbrances) will be in existence as of the date of the Final Closing. In making the representations in this Section 2.1 regarding the absence of Encumbrances, each Contributor may assume that the consents and waivers of rights set forth in Section 6.10 hereof have been given by all partners of partnerships in which such Contributor's 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. Each Contributor owns its Interests beneficially ------------------ and of record, free and clear of any claim, lien, pledge, voting agreement, option, charge, security interest, mortgage, deed of trust, encumbrance, rights of assignment, purchase rights or other rights of any nature whatsoever (collectively, "Encumbrances"). 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 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 any Assignment by such Contributor conveying its Interests and delivery of Consideration 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 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 (acceptable 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; and provided further that no Contributor shall be required to execute any document that would have the effect of releasing, waiving or subordinating any claim it or its affiliates may have against the Asset Entity. Each of such Contributor's Interests have been validly issued and Contributor has funded (or will fund before the same is past due) all capital contributions and advances to the 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. There are no agreements, instruments or understandings with respect to any of such Contributor's Interests 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. Such Contributor has no interest, either direct or indirect, in any of the Assets except for (a) the Interests owned by it which are the subject of this Contribution Agreement, (b) the Excluded Interests, where applicable, and (c) direct or indirect interests in partnerships or other entities which are themselves Contributors hereunder. Such Contributor covenants that no Encumbrance on his Interests (except, where applicable, the Permitted Encumbrances) will be in existence as of the date of the Final Closing. In making the representations in this Section 2.1 regarding the absence of Encumbrances, each Contributor may assume that the consents and waivers of rights set forth in Section 6.10 hereof have been given by all partners of partnerships in which such Contributor's 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.