CONTRIBUTION AGREEMENT

IN CONNECTION WITH THE ACQUISITION OF MEMBERSHIP INTERESTS IN

44 HERSHA SMITHFIELD, LLC

OWNER OF THE HAMPTON INN AND SUITES LOCATED AT 965 DOUGLAS PIKE, ROUTE #7 AND INTERSTATE 295, SMITHFIELD, RHODE ISLAND

THIS CONTRIBUTION AGREEMENT, dated as of August 1, 2008 (the " Agreement "), Hersha Northeast Associates, LLC, a Delaware limited liability company (the " Northeast Contributor "), Kirit Patel, an individual (the " Patel Contributor "), K&D Investment Associates, L.L.C., a Michigan limited liability company (the " K&D Contributor ") and Ashwin Shah, an individual (the " Shah Contributor ", and collectively, all together the " Contributors "), 44 Hersha Smithfield, LLC, a Rhode Island limited liability company (the " Subject Company "), Hersha Smithfield Managing Member, LLC, a Delaware limited liability company (the " Manager Acquirer "), and Hersha Hospitality Limited Partnership, a Virginia limited partnership (the " Partnership Acquirer ", and together with the Manager Acquirer, the " Acquirer ") provides:

" Act of Bankruptcy " shall mean if a party hereto or any general partner thereof shall (a) apply for or consent to the appointment of, or the taking of possession by, a receiver, custodian, trustee or liquidator of itself or of all or a substantial part of its property, (b) admit in writing its inability to pay its debts as they become due, (c) make a general assignment for the benefit of its creditors, (d) file a voluntary petition or commence a voluntary case or proceeding under the Federal Bankruptcy Code (as now or hereafter in effect), (e) be adjudicated a bankrupt or insolvent, (f) file a petition seeking to take advantage of any other law relating to bankruptcy, insolvency, reorganization, winding-up or composition or adjustment of debts, (g) fail to controvert in a timely and appropriate manner, or acquiesce in writing to, any petition filed against it in an involuntary case or proceeding under the Federal Bankruptcy Code (as now or hereafter in effect), or (h) take any corporate or limited liability company action for the purpose of effecting any of the foregoing; or if a proceeding or case shall be commenced, without the application or consent of a party hereto or any general partner thereof, in any court of competent jurisdiction seeking (1) the liquidation, reorganization, dissolution or winding-up, or the composition or readjustment of debts, of such party or general partner, (2) the appointment of a receiver, custodian, trustee or liquidator or such party or general partner or all or any substantial part of its assets, or (3) other similar relief under any law relating to bankruptcy, insolvency, reorganization, winding-up or composition or adjustment of debts, and such proceeding or case shall continue undismissed; or an order (including an order for relief entered in an involuntary case under the Federal Bankruptcy Code, as now or hereafter in effect) judgment or decree approving or ordering any of the foregoing shall be entered and continue unstayed and in effect, for a period of sixty (60) consecutive days.

" Apportionment Date " shall mean the day immediately preceding the Closing Date.

" Articles of Organization " shall mean the Articles of Organization of the Subject Company and the Property Owner filed with the Secretary of State of the State of Rhode Island, attached hereto as Exhibit F .

" Assignment and Assumption Agreement " shall mean those certain Assignment and Assumption Agreements with respect to the Interests (defined herein below), dated as of the Closing Date, by and between Contributors and Acquirer .

 " Authorizations " shall mean all licenses, permits and approvals required by any governmental or quasi-governmental agency, body or officer for the ownership, operation and use of the Property or any part thereof.

" Closing " shall mean the Closing of the contribution and acquisition of the Interests pursuant to this Agreement.

" Closing Date " shall mean the date on which the Closing occurs, which shall occur within thirty (30) days after the expiration of the Study Period.

" Consideration " shall mean the value of Twelve Million Six Hundred Twenty Five Thousand Dollars and 00/100 ($12,625,000.00) less the principal balance of the existing loan from Berkshire Bank to the Property Owner, dated December 12, 2006, in the original principal amount of Seven Million Dollars ($7,000,000.00), payable in cash or LP Units to the Contributors at Closing in the manner described in Section 2.3 .

" Continuing Liabilities " shall include liabilities arising under Operating Contracts, Leases, equipment leases, loan agreements, or proration credits at Closing, but shall exclude any liabilities arising from any other arrangement, agreement or pending litigation.

 " Escrow Agent " shall mean Fidelity National Title Insurance Company–National Title Services, 1500 Walnut Street, Suite 400, Philadelphia, PA 19102; Phone 215-732-9700; Fax 215-732-1203.

" Existing Mortgage " shall mean that certain Mortgage and Security Agreement dated as of December 12, 2006 and securing a loan from Berkshire Bank, to the Property Owner, in the original principal amount of Seven Million Dollars ($7,000,000.00).

" FIRPTA Certificate " shall mean the affidavit of the Contributors under Section 1445 of the Internal Revenue Code certifying that such Contributors are not a foreign corporation, foreign partnership, foreign limited liability company, foreign trust, foreign estate or foreign person (as those terms are defined in the Internal Revenue Code and the Income Tax Regulations), in form and substance satisfactory to the Acquirer.

" Governmental Body " means any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign.

" Hotel " shall mean the hotel and related amenities located on the Land.

" HT " shall mean Hersha Hospitality Trust, a Maryland real estate investment trust.

" Improvements " shall mean the Hotel and all other buildings, improvements, fixtures and other items of real estate located on the Land.

" Insurance Policies " shall mean those certain policies of insurance described on Exhibit B attached hereto.

" Intangible Personal Property " shall mean all intangible personal property owned or possessed by the Contributors, the Subject Company or the Property Owner and used in connection with the ownership, operation, leasing, occupancy or maintenance of the Property, including, without limitation, the right to use the trade name "Hampton Inn Smithfield" and all variations thereof, the Authorizations, escrow accounts, insurance policies, general intangibles, business records, plans and specifications, surveys and title insurance policies pertaining to the real property and the personal property, all licenses, permits and approvals with respect to the construction, ownership, operation, leasing, occupancy or maintenance of the Property, any unpaid award for taking by condemnation or any damage to the Land by reason of a change of grade or location of or access to any street or highway, and the share of the Tray Ledger as hereinafter defined, excluding (a) any of the aforesaid rights the Acquirer elects not to acquire, (b) the Contributors' cash on hand, in bank accounts and invested with financial institutions and (c) accounts receivable except for the above described share of the Tray Ledger.

" Interests " shall mean the Northeast Interests, the Patel Interests, the K&D Interests and the Shah Interests, consisting of One Hundred Percent (100%) of the interests in the Subject Company.

" Inventory " shall mean all inventory located at the Hotel, including without limitation, all mattresses, pillows, bed linens, towels, paper goods, soaps, cleaning supplies and other such supplies.

" Joinder " shall have the meaning set forth in Section 2.3(c) .

" K&D Interests " shall mean all right, title and interest of K&D Contributor in the Subject Company, consisting of a Ten Percent (10%) membership interest in the Subject Company.

" Knowledge " shall mean the knowledge of the Contributors that they would have had after making reasonable investigation.

 " Land " shall mean that certain land condominium unit lying and being in the County of Providence and State of Rhode Island located at 965 Douglas Pike, Route #7 and Interstate 295, Smithfield, Rhode Island, as more particularly described on Exhibit A attached hereto, together with all easements, rights, privileges and appurtenances thereunto belonging or in any way appertaining, and all of the leasehold, interest, estate, right, title, interest, claim or demand whatsoever of the Property Owner therein, in the streets and ways adjacent thereto and in the beds thereof, either at law or in equity, in possession or expectancy, now or hereafter acquired.

" Leases " shall mean those leases of real property listed on Exhibit C attached hereto.

" LP Units " shall mean limited partnership units of Partnership Acquirer.

" Manager " shall mean Hersha Hospitality Management, LP, a Pennsylvania limited partnership.

" Northeast Interests " shall mean all right, title and interest of Northeast Contributor in the Subject Company, consisting of a Sixty Percent (60%) membership interest in the Subject Company.

" Operating Contracts " shall mean the management agreements, service contracts, supply contracts, leases (other than the Leases) and other agreements, if any, in effect with respect to the construction, ownership, operation, occupancy or maintenance of the Property.

" Owner's Title Policy " shall mean an owner's policy of title insurance issued to the Acquirer by the Title Company, dated as of the Closing Date, pursuant to which the Title Company insures the Property Owner's ownership of title to the fee interest in the Real Property (including the marketability thereof) subject only to Permitted Title Exceptions.  The Owner's Title Policy shall insure the Property Owner in the amount of the Consideration and shall be acceptable in form and substance to the Acquirer.  The description of the Land in the Owner's Title Policy shall be by courses and distances and shall be identical to the description shown on a survey provided by the Contributors to the Acquirer.

" Patel Interests " shall mean all right, title and interest of Patel Contributor in the Subject Company, consisting of a Twenty Percent (20%) membership interest in the Subject Company.

" Permitted Title Exceptions " shall mean those exceptions to title to the Real Property that are satisfactory to the Acquirer as determined pursuant to Section 2.2 .

" Property " shall mean collectively the Land, Improvements, the Inventory, the Reservation System, the Tangible Personal Property and the Intangible Personal Property.

" Property Owner " shall mean the Subject Company which owns, as its only assets, the fee interest in the Land, the Hotel and Improvements located on the Land.

" Property Owner Operating Agreement " shall mean the current operating agreement of the Property Owner, attached hereto as Exhibit G .

" Real Property " shall mean the Land and the Improvements.

" Reservation System " shall mean the Property Owner's reservation terminal and reservation system equipment and software, if any.

" Securities Act " shall mean the Securities Act of 1933, as amended.

" Shah Interests " shall mean all right, title and interest of Shah Contributor in the Subject Company, consisting of a Ten Percent (10%) membership interest in the Subject Company.

" Study Period " shall mean the period commencing as of the date of the Letter of Intent between the parties, and continuing through June 15, 2008 .

" Subject Company " shall mean 44 Hersha Smithfield, LLC, a Rhode Island limited liability company, which is also the Property Owner.

" Subject Company Operating Agreement " shall mean the current operating agreement of the Subject Company, attached hereto as Exhibit G .

" Tangible Personal Property " shall mean the items of tangible personal property consisting of all furniture, fixtures and equipment situated on, attached to, or used in the operation of the Hotel, and all furniture, furnishings, equipment, machinery, and other personal property of every kind located on or used in the operation of the Hotel and owned by the Contributors, the Subject Company or the Property Owner.

" Title Commitment " shall mean the commitment by the Title Company to issue the Owner's Title Policy.

" Title Company " shall mean Fidelity National Title Insurance Company-National Title Services, 1500 Walnut Street, Suite 400, Philadelphia, PA 19102; Phone 215-732-9700; Fax 215-732-1203.

" Tray Ledger " shall mean the final night's room revenue (revenue from rooms occupied as of 11:59:59 p.m. on the Apportionment Date, inclusive of food, beverage, telephone and similar charges), net of any sales taxes, room taxes or other taxes thereon.

" Utilities " shall mean public sanitary and storm sewers, natural gas, telephone, public water facilities, electrical facilities and all other utility facilities and services necessary for the operation and occupancy of the Property as a hotel.

1.2            Rules of Construction.   The following rules shall apply to the construction and interpretation of this Agreement:

(a)           Singular words shall connote the plural number as well as the singular and vice versa, and the masculine shall include the feminine and the neuter.

(b)           All references herein to particular articles, sections, subsections, clauses or exhibits are references to articles, sections, subsections, clauses or exhibits of this Agreement.

(c)           Headings contained herein are solely for convenience of reference and shall not constitute a part of this Agreement nor shall they affect its meaning, construction or effect.

(d)           Each party hereto and its counsel have reviewed and revised (or requested revisions of) this Agreement, and therefore any usual rules of construction requiring that ambiguities are to be resolved against a particular party shall not be applicable in the construction and interpretation of this Agreement or any exhibits hereto.

2.1            Contribution and Acquisition .  The Contributors agree to contribute, assign and transfer their Interests to the Acquirer and the Acquirer agrees to accept the Interests in exchange for the Consideration and in accordance with the other terms and conditions set forth herein.

2.2            Study Period.   (a)  The Acquirer shall have the right, until the end of the Study Period, to enter upon the Real Property and to perform, at the Acquirer's expense, such economic, surveying, engineering, environmental, topographic and marketing tests, studies and investigations as the Acquirer may deem appropriate.  If such tests, studies and investigations warrant, in the Acquirer's sole, absolute and unreviewable discretion, the acquisition of the Interests for the purposes contemplated by the Acquirer, then the Acquirer may elect to proceed to Closing and shall so notify the Contributors prior to the expiration of the Study Period.  If for any reason the Acquirer does not so notify the Contributors of its determination to proceed to Closing prior to the expiration of the Study Period, or if the Acquirer notifies the Contributors, in writing, prior to the expiration of the Study Period that it has determined not to proceed to Closing, this Agreement automatically shall terminate, and the Acquirer shall be released from any further liability or obligation under this Agreement.

(b)           During the Study Period, the Contributors shall make available to the Acquirer, its agents, auditors, engineers, attorneys and other designees, for inspection copies of all existing architectural and engineering studies, surveys, title insurance policies, zoning and site plan materials, correspondence, environmental audits and other related materials or information if any, relating to the Property which are in, or come into, the Contributors' possession or control.

(c)           The Acquirer hereby indemnifies and defends the Contributors against any loss, damage or claim arising from entry upon the Real Property by the Acquirer or any agents, contractors or employees of the Acquirer.  The Acquirer, at its own expense, shall restore any damage to the Real Property caused by any of the tests or studies made by the Acquirer.

(d)           During the Study Period, the Acquirer, at its expense, may cause an examination of title to the Property to be made, and, prior to the expiration of the Study Period, may notify the Contributors of any defects in title shown by such examination that the Acquirer is unwilling to accept.  The Contributors shall notify the Acquirer whether the Contributors are willing to cure such defects and to proceed to Closing.  Contributors may cure, but shall not be obligated to cure such defects.  If such defects consist of deeds of trust, mechanics' liens, tax liens or other liens or charges in a fixed sum or capable of computation as a fixed sum, the Contributors, at their option, shall either pay and discharge (in which event, the Escrow Agent is authorized to pay and discharge at Closing) such defects at Closing.  If the Contributors are unwilling or unable to cure any such defects by Closing, the Acquirer shall elect (1) to waive such defects and proceed to Closing without any abatement in the Consideration or (2) to terminate this Agreement.  The Contributors shall not, after the date of this Agreement, subject the Property to and shall take all reasonable best efforts to prevent the Property from being subjected to any liens, encumbrances, covenants, conditions, restrictions, easements or other title matters or seek any zoning changes or take any other action which may affect or modify the status of title without the Acquirer's prior written consent, which consent shall not be unreasonably withheld or delayed.  All title matters revealed by the Acquirer's title examination and not objected to by the Acquirer as provided above shall be deemed Permitted Title Exceptions.  If Acquirer shall fail to examine title and notify the Contributors of any such title objections by the end of the Study Period, all such title exceptions (other than those rendering title unmarketable and those that are to be paid at Closing as provided above) shall be deemed Permitted Title Exceptions.

2.3            Payment of the Consideration. Acquirer shall pay the Consideration to the Contributors in the following manner:

(a)           Acquirer shall pay to Contributors Twelve Million Six Hundred Twenty Five Thousand Dollars and 00/100 ($12,625,000.00), which amount includes the pay off, assumption or modification of the existing loan from Berkshire Bank to the Property Owner, dated December 12, 2006, in the original principal amount of Seven Million Dollars ($7,000,000.00), payable in cash.  All mechanics' liens shall be paid in full on or before closing, or Escrow Agent shall hold back an amount equal to one-hundred and twenty-five percent (125%) of the amount of any unpaid liens.

To induce the Acquirer to enter into this Agreement and to acquire the Interests, Contributors hereby make the following representations, warranties and covenants, upon each of which Contributors acknowledge and agree that the Acquirer is entitled to rely and has relied:

(a)           The Contributors have all requisite powers and all governmental licenses, authorizations, consents and approvals necessary to carry on their business as now conducted, to own, lease and operate their respective properties, to execute and deliver this Agreement and any document or instrument required to be executed and delivered on behalf of each such Contributor hereunder, to perform their respective obligations under this Agreement and any such other documents or instruments and to consummate the transactions contemplated hereby.

(a)           The execution, delivery and performance of this Agreement by the Contributors, and the consummation of the transactions contemplated hereby have been duly authorized, adopted and approved by the Contributors.  No other proceedings are necessary to authorize this Agreement and the transactions contemplated hereby.  This Agreement has been duly executed by the Contributors and is a valid and binding obligation enforceable against them in accordance with its terms.

(b)           Neither the execution, delivery, or performance by the Contributors of this Agreement, nor the consummation of the transactions contemplated hereby, nor compliance by the Contributors with any of the provisions hereof, will:

(i)            violate, conflict with, result in a breach of any provision of, constitute a default (or an event that, which, with or lapse of time or both, would constitute a default) under, result in the termination of, accelerate the performance required by, or result in a right of termination or acceleration, or the creation of any lien, security interest, charge, or encumbrance upon any of the Property, the assets of the Subject Company or assets of the Property Owner, under any of  the terms, conditions, or provisions of, the Articles of Organization, the Subject Company Operating Agreement, the Property Owner Operating Agreement or any note, bond, mortgage, indenture, deed of trust, license, lease, agreement, or other instrument, or obligation to which the Subject Company or the Property Owner is a party, or by which the Subject Company or the Property Owner may be bound, or to which the Subject Company or the Property Owner or their respective properties or assets, or the Property may be subject; or

(ii)           violate any judgment, ruling, order, writ, injunction, decree, statute, rule, or regulation applicable to the Subject Company or the Property Owner, their respective properties or assets, or the Property that would not be violated by the execution, delivery or performance of this Agreement or the transactions contemplated hereby by the Contributors or compliance by the Contributors with any of the provisions hereof.

3.3            Litigation with respect to Contributors .  Except as set forth on Exhibit E , there is no action, suit, claim or proceeding pending or, to the Contributors' Knowledge, threatened against or affecting the Contributors or their assets in any court, before any arbitrator or before or by any governmental body or other regulatory authority (i) that would materially adversely affect the Contributors or the Interests, (ii) that seeks restraint, prohibition, damages or other relief in connection with this Agreement or the transactions contemplated hereby, or (iii) would delay the consummation of any of the transactions contemplated hereby.  The Contributors are not subject to any judgment, decree, injunction, rule or order of any court relating to the Contributors' participation in the transactions contemplated by this Agreement.

(a)           The Interests are, on the date hereof, and will be on the Closing Date, free and clear of all liens and encumbrances and the Contributors have good, marketable title thereto and the right to convey same in accordance with the terms of this Agreement.  Upon delivery of the Contributors' Assignment and Assumption Agreement to the Acquirer at Closing, good valid and marketable title to the Contributors' Interests, free and clear of all liens and encumbrances, will pass to the Acquirer.   The Interests constitute the only outstanding interests of the Subject Company.

(b)           Except for liens disclosed by Contributors to Acquirer, the Interests are, on the date hereof, and will be on the Closing Date, free and clear of all liens and encumbrances, and the Contributors have good, marketable title thereto and the right to convey same.  The Property Owner is the fee owner of the Real Property and the sole owner of the Property.  The Contributors own One Hundred Percent (100%) of the only outstanding securities and membership interests of the Subject Company.  As of the Closing Date, Acquirer will own One Hundred Percent (100%) of the only outstanding securities and membership interests of the Subject Company.

3.5            Bankruptcy .  No Act of Bankruptcy has occurred with respect to any of the Contributors.

3.6            Brokerage Commission .  The Contributors have not engaged the services of, nor is it or will it or Acquirer become liable to, any real estate agent, broker, finder or any other person or entity for any brokerage or finder's fee, commission or other amount with respect to the transactions described herein on account of any action by the Contributors.

(a)           The Subject Company is a limited liability company duly formed, validly existing and in good standing under the laws of the State of Rhode Island and has all requisite powers necessary to carry on its business as now conducted, to own, lease and operate its properties.

(b)           The Property Owner is a limited liability company duly formed, validly existing and in good standing under the laws of the State of Rhode Island and has all requisite powers necessary to carry on its business as now conducted, to own, lease and operate its properties.

(c)           Neither the execution, delivery, or performance by the Contributors of this Agreement, nor the consummation of the transactions contemplated hereby, nor compliance by the Contributors, the Subject Company or the Property Owner with any of the provisions hereof, will:

(i)            violate, conflict with, result in a breach of any provision of, constitute a default (or an event that, with notice or lapse of time or both, would constitute a default) under, result in the termination of, accelerate the performance required by, or result in a right of termination or acceleration, or the creation of any lien, security interest, charge, or encumbrance upon any of the Property or other assets of the Subject Company or the Property Owner, under any of the terms, conditions, or provisions of, the Articles of Organization, the Subject Company Operating Agreement, the Property Owner Operating Agreement or any note, bond, mortgage, indenture, deed of trust, license, lease, agreement, or other instrument or obligation to which the Subject Company or the Property Owner is a party, or by which the Subject Company or the Property Owner may be bound, or to which the Subject Company or the Property Owner or their respective properties or assets may be subject; or

(ii)           violate any judgment, ruling, order, writ, injunction, decree, statute, rule, or regulation applicable to the Subject Company or the Property Owner or any of the Subject Company's properties or assets or the Property Owner's properties or assets, as applicable.

(d)           Except for the Contributors, no party has any interest in the Subject Company and no party has any interest in the Property Owner, or any portion thereof, or the right or option to acquire any interest in the Subject Company, the Property Owner or the Property or any portion thereof.  The Subject Company and the Property Owner have no subsidiaries and do not directly or indirectly own any securities of or interest in any entity, including, without limitation, any limited liability company or joint venture.

(e)           The Subject Company and the Property Owner have conducted no business other than the ownership and operation of the Property.

3.8            Liabilities, Debts and Obligations .  Except for the Continuing Liabilities and any other liabilities disclosed by Contributors to Acquirer, the Subject Company and the Property Owner have no liabilities, debts or obligations.

(a)           Notwithstanding anything to the contrary contained in this Agreement, including without limitation the use of words and phrases such as "sell," "sale," purchase," and "pay," the parties hereto acknowledge and agree that it is their intent that the transaction contemplated hereby shall be treated for federal income tax purposes pursuant to Section 721 of the Internal Revenue Code of 1986, as amended, as the contribution of the Interests by the Contributors to the Acquirer in exchange for the Consideration, and not as a transaction in which any Contributors are acting other than in the capacity as a prospective partner in the Partnership Acquirer.

(b)           The Contributors represent and warrant that they have obtained from their own counsel advice regarding the tax consequences of (i) the transfer of the Interests to the Acquirer and the receipt of the Consideration therefor, (ii) the Contributors' admission as a limited partner of the Partnership Acquirer, and (iii) any other transaction contemplated by this Agreement.  Each Contributor further represents and warrants that it has not relied on the Acquirer or the Acquirer's representatives or counsel for such tax advice.

(c)           The Contributors have caused the Subject Company and the Property Owner to file within the time and in the manner prescribed by law all federal, state, and local tax returns and reports, including but not limited to income, gross receipts, intangible, real property, excise, withholding, franchise, sales, use, employment, personal property, and other tax returns and reports, required to be filed by the Subject Company and the Property Owner under the laws of the United States and of each state or other jurisdiction in which the Subject Company and the Property Owner conduct business activities requiring the filing of tax returns or reports.  All tax returns and reports filed by the Subject Company and the Property Owner are true and correct in all material respects.  The Subject Company and the Property Owner have paid in full all taxes of whatever kind or nature for the periods covered by such returns.  The Subject Company and the Property Owner have not been delinquent in the payment of any tax, assessment, or governmental charge or deposit and have no tax deficiency or claim outstanding, assessed, threatened, or proposed against it.  The charges, accruals, and reserves for unpaid taxes on the books and records of the Subject Company and the Property Owner as of the Closing Date are sufficient in all respects for the payment of all unpaid federal, state, and local taxes of the Subject Company and the Property Owner accrued for or applicable to all periods ended on or before the Closing Date.  There are no tax liens, whether imposed by the United States, any state, local, or other taxing authority, outstanding against the Subject Company and the Property Owner or any of their respective assets.  The federal, state, and local tax returns of the Subject Company and the Property Owner have not been audited, nor have the Subject Company, the Property Owner or the Contributors received any notice of any federal, state, or local audit.  The Subject Company and the Property Owner have not obtained or received any extension of time (beyond the Closing Date) for the assessment of deficiencies for any years or waived or extended the statute of limitations for the determination or collection of any tax.  To the Contributors' Knowledge, no unassessed tax deficiency is proposed or threatened against the Subject Company or the Property Owner.

(d)           All taxes, including real property taxes and rental taxes or the equivalent, and all interest and penalties due thereon, required to be paid or collected by the Subject Company or the Property Owner in connection with the operation of the Property as of the Closing Date will have been collected and/or paid to the appropriate governmental authorities, as required or such amounts shall be pro-rated as of the Closing Date. The Contributors shall cause the Subject Company and the Property Owner to file, all necessary returns and petitions required to be filed through the Closing Date.  The Contributors shall cause the Subject Company and the Property Owner to prepare and file all federal and state income tax returns for the tax period ending on the Closing Date, which shall reflect the termination for tax purposes of the Subject Company and the Property Owner.

3.10          Contracts and Agreements .  There is no loan agreement, guarantee, note, bond, indenture and other debt instrument, lease and other contract to which the Subject Company or the Property Owner is a party or by which their assets are bound other than the Permitted Title Exceptions, the Leases, and the Operating Contracts.

3.11          No Special Taxes .  The Contributors have no Knowledge of, nor have they received any written notice of, any special taxes or assessments relating to the Subject Company, the Property Owner or the Property or any part thereof or any planned public improvements that may result in a special tax or assessment against the Property.

3.12          Compliance with Existing Laws .  The Subject Company and the Property Owner possess all Authorizations, each of which is valid and in full force and effect, and, to Contributors' Knowledge, no provision, condition or limitation of any of the Authorizations has been breached or violated.   Neither the Subject Company nor the Property Owner has misrepresented or failed to disclose any relevant fact in obtaining all Authorizations, and the Contributors have no Knowledge of any change in the circumstances under which those Authorizations were obtained that result in their termination, suspension, modification or limitation.