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EXHIBIT 10.2
ENCORE PORTFOLIO
CONTRIBUTION AND ASSIGNMENT AGREEMENT
THIS CONTRIBUTION AND ASSIGNMENT AGREEMENT (this "Agreement") is
made
and entered into as of the 17th day of
February, 2004, by and among MHC-ENCORE
HOLDINGS, L.L.C. (together with its
affiliates, designees and assigns, the
"Company"), a Delaware limited liability
company having an address of c/o
Manufactured Home Communities, Inc., Two
North Riverside Plaza, Suite 800,
Chicago, Illinois 60606, EMB/NHC, L.L.C.
("Contributor"), a Delaware limited
liability company having an address of c/o
National Home Communities, L.L.C.,
6991 East Camelback Road, Suite B-310,
Scottsdale, Arizona 85251, and the "New
GP Entities" (as hereinafter defined), each
having an address of c/o National
Home Communities, L.L.C., 6991 East
Camelback Road, Suite B-310, Scottsdale,
Arizona 85251.
R E C I T A L S:
A.
EMB/NHC-NewGP-LEMB V, Inc. ("NewGP-LEMB V") owns the sole
general partner interest, and Contributor
owns the sole limited partner
interest, of LEMB V, L.P., a Delaware
limited partnership ("LEMB V LP"), which
owns the property known as "Park City
West," located in Broward County, Florida,
on the real property more particularly
described on Exhibit A-1 attached hereto
and containing all of the property
described in Section 1(C) herein ("Park City
Property").
B.
EMB/NHC-NewGP-LEMB VI, Inc. ("NewGP-LEMB VI") owns the sole
general partner interest, and Contributor
owns the sole limited partner
interest, of LEMB VI, L.P., a Delaware
limited partnership ("LEMB VI LP"), which
owns the property known as "Encore Punta
Gorda," and located in Punta Gorda,
Florida, on the real property more
particularly described on Exhibit A-2
attached hereto and containing all of the
property described in Section 1(C)
herein ("Punta Gorda Property").
C.
EMB/NHC-NewGP-FL1, Inc. ("NewGP-FL1") owns the sole general
partner interest, and Contributor owns the
sole limited partner interest, of
NHC-FL1, L.P., a Delaware limited
partnership ("NHC-FL1 LP"), which indirectly,
through one or more entities, owns an
interest (I) in the properties known as
(i) "Encore Port Charlotte," located in
Port Charlotte, Florida, on the real
property more particularly described on
Exhibit A-3 attached hereto and
containing all of the property described in
Section 1(C) herein ("Port Charlotte
Property"), (ii) "Encore Harlingen,"
located in Harlingen, Texas on the real
property more particularly described on
Exhibit A-4 attached hereto and
containing all of the property described in
Section 1(C) herein ("Encore
Harlingen Property"), and (iii) "Sunburst
Harlingen," located in Harlingen,
Texas, on the real property more
particularly described on Exhibit A-5 attached
hereto and containing all of the property
described in Section 1(C) herein
("Sunburst Harlingen Property"), (iv)
"Sunburst Port Richey," located in Port
Richey, Florida, on the real property
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particularly described on Exhibit A-6
attached hereto and containing all of the
property described in Section 1(C) herein
("Port Richey Property"), (v) "Encore
Vero Beach," located in Vero Beach,
Florida, on the real property more
particularly described on Exhibit A-7
attached hereto and containing all of the
property described in Section 1(C) herein
("Vero Beach Property"), (vi) "Encore
Daytona Beach," located in Daytona Beach,
Florida, on the real property more
particularly described on Exhibit A-8
attached hereto and containing all of the
property described in Section 1(C) herein
("Daytona Beach Property"), and (II) a
ground lease interest in the property known
as "Tahoe Valley Campground,"
located in Lake Tahoe, California, on the
real property more particularly
described on Exhibit A-9 attached hereto
and containing all of the property
described in Section 1(C) herein ("Tahoe
Property").
D.
EMB/NHC-NewGP-FL2, Inc. ("NewGP-FL2") owns the sole general
partner interest, and Contributor owns the
sole limited partner interest, of
NHC-FL2, L.P., a Delaware limited
partnership ("NHC-FL2 LP"), which owns the
property known as "Encore Crystal River,"
located in Crystal River, Florida, on
the real property more particularly
described on Exhibit A-10 attached hereto
and containing all of the property
described in Section 1(C) herein ("Crystal
River Property").
E.
EMB/NHC-NewGP-FL4, Inc. ("NewGP-FL4") owns the sole general
partner interest, and Contributor owns the
sole limited partner interest, of
NHC-FL4, L.P., a Delaware limited
partnership ("NHC-FL4 LP"), which owns the
property known as "Encore Orlando," located
in Orlando, Florida, on the real
property more particularly described on
Exhibit A-11 attached hereto and
containing all of the property described in
Section 1(C) herein ("Orlando
Property").
F.
EMB/NHC-NewGP-FL5, Inc. ("NewGP-FL5") owns the sole general
partner interest, and Contributor owns the
sole limited partner interest, of
NHC-FL5, L.P., a Delaware limited
partnership ("NHC-FL5 LP"), which owns the
property known as "Fort Myers Beach
Resort," located in Fort Myers Beach,
Florida, on the real property more
particularly described on Exhibit A-12
attached hereto and containing all of the
property described in Section 1(C)
herein ("Fort Myers Beach Property").
G.
EMB/NHC-NewGP-FL6, Inc. ("NewGP-FL6") owns the sole general
partner interest, and Contributor owns the
sole limited partner interest, of
NHC-FL6, L.P., a Delaware limited
partnership ("NHC-FL6 LP"), which indirectly,
through one or more entities, owns an
interest in the Port Charlotte Property,
the Encore Harlingen Property, the Sunburst
Harlingen Property, the Port Richey
Property, the Vero Beach Property, the
Daytona Beach Property, and the Tahoe
Property.
H.
EMB/NHC-NewGP-FL8, Inc. ("NewGP-FL8") owns the sole general
partner interest, and Contributor owns the
sole limited partner interest, of
NHC-FL8, L.P., a Delaware limited
partnership ("NHC-FL8 LP"), which owns the
property known as "Silver Dollar," located
in Odessa, Florida, on the real
property more particularly described on
Exhibit A-13
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attached hereto and containing all of the
property described in Section 1(C)
herein ("Silver Dollar Property").
I.
EMB/NHC-NewGP-FL9, Inc. ("NewGP-FL9") owns the sole general
partner interest, and Contributor owns the
sole limited partner interest, of
NHC-FL9, L.P., a Delaware limited
partnership ("NHC-FL9 LP"), which owns the
property known as "Sunburst Lake Placid,"
located in Lake Placid, Florida, on
the real property more particularly
described on Exhibit A-14 attached hereto
and containing all of the property
described in Section 1(C) herein ("Lake
Placid Property").
J.
EMB/NHC-NewGP-FL10, Inc. ("NewGP-FL10") owns the sole general
partner interest, and Contributor owns the
sole limited partner interest, of
NHC-FL10, L.P., a Delaware limited
partnership ("NHC-FL10 LP"), which owns the
property known as "Encore Sarasota North,"
located in Sarasota North, Florida,
on the real property more particularly
described on Exhibit A-15 attached hereto
and containing all of the property
described in Section 1(C) herein ("Sarasota
North Property").
K.
EMB/NHC-NewGP-FL11, Inc. ("NewGP-FL11") owns the sole general
partner interest, and Contributor owns the
sole limited partner interest, of
NHC-FL11, L.P., a Delaware limited
partnership ("NHC-FL11 LP"), which owns the
property known as "Encore Tampa North,"
located in Tampa North, Florida, on the
real property more particularly described
on Exhibit A-16 attached hereto and
containing all of the property described in
Section 1(C) herein ("Tampa North
Property").
L.
EMB/NHC-NewGP-FL13, Inc. ("NewGP-FL13") owns the sole general
partner interest, and Contributor owns the
sole limited partner interest, of
NHC-FL13, L.P., a Delaware limited
partnership ("NHC-FL13 LP"), which owns the
property known as "Sunshine Key," located
in Florida Keys, Florida, on the real
property more particularly described on
Exhibit A-17 attached hereto and
containing all of the property described in
Section 1(C) herein ("Sunshine Key
Property").
M.
EMB/NHC-NewGP-FL15, Inc. ("NewGP-FL15") owns the sole general
partner interest, and Contributor owns the
sole limited partner interest, of
NHC-FL15, L.P., a Delaware limited
partnership ("NHC-FL15 LP"), which owns the
property known as "Sunburst Fort Myers
Beach," located in Fort Myers Beach,
Florida, on the real property more
particularly described on Exhibit A-18
attached hereto and containing all of the
property described in Section 1(C)
herein ("Sunburst Fort Myers
Property").
N.
EMB/NHC-NewGP-FL16, Inc. ("NewGP-FL16") owns the sole general
partner interest, and Contributor owns the
sole limited partner interest, of
NHC-FL16, L.P., a Delaware limited
partnership ("NHC-FL16 LP"), which owns the
property known as "Sunburst Florida Keys,"
located in Florida Keys, Florida, on
the real property more particularly
described on Exhibit A-19 attached hereto
and containing all of the property
described in Section 1(C) herein ("Florida
Keys Property").
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O.
EMB/NHC-NewGP-FL17, Inc. ("NewGP-FL17") owns the sole general
partner interest, and Contributor owns the
sole limited partner interest, of
NHC-FL17, L.P., a Delaware limited
partnership ("NHC-FL17 LP"), which owns the
property known as "Sunburst North Fort
Myers," located in North Fort Myers
Beach, Florida, on the real property more
particularly described on Exhibit A-20
attached hereto and containing all of the
property described in Section 1(C)
herein ("North Fort Myers Property").
P.
EMB/NHC-NewGP-FL18, Inc. ("NewGP-FL18", and together with
NewGP-LEMB V, NewGP-LEMB VI, NewGP-FL1,
NewGP-FL2, NewGP-FL4, NewGP-FL5,
NewGP-FL6, NewGP-FL8, NewGP-FL9,
NewGP-FL10, NewGP-FL11, NewGP-FL13, NewGP-FL15,
NewGP-FL16, NewGP-FL17 and NewGP-FL18,
collectively, the "New GP Entities," and
each, a "New GP Entity") owns the sole
general partner interest, and Contributor
owns the sole limited partner interest, of
NHC-FL18, L.P., a Delaware limited
partnership ("NHC-FL18 LP"), which owns the
property known as "Tropical Palms,"
located in Orlando, Florida, on the real
property more particularly described on
Exhibit A-21 attached hereto and containing
all of the property described in
Section 1(C) herein ("Tropical Palms
Property").
Q. On
or about January 8, 2004, Contributor provided the
requisite notice ("Notice") under each of
the partnership agreements of the
Property Owners (the "Partnership
Agreements") to exercise the buy/sell
provisions contained in Section 5.4 of the
Partnership Agreements (the "Buy/Sell
Provisions").
R.
Property Asset Management, Inc. and/or its affiliates as
general and limited partners of the
Property Owners (collectively, "PAMI")
failed to respond to the Notice in a manner
sufficient to qualify as the "Buyer"
within the meaning of the Buy/Sell
Provisions.
S.
Contributor has represented to the Company that PAMI has
breached its obligations under the
Partnership Agreements and has repudiated the
terms of the Partnership Agreements,
including without limitation, the Buy/Sell
Provisions.
T.
Immediately prior to this Agreement, the Company loaned to
Contributor an amount necessary to enable
Contributor to acquire all of the
partnership or membership interests in each
of the Property Owners owned by PAMI
(collectively, the "PAMI Interests") and to
pay PAMI in full for the PAMI
Interests within the meaning of the
Buy/Sell Provisions, which loan ("Loan") is
evidenced by a promissory note payable to
the Company (the "Note").
U.
Following the acquisition of the PAMI Interests, Contributor
directly or indirectly owns all of the
issued and outstanding limited
partnership in the Property Owners (the "LP
Interests"), and pursuant to the
terms of the Buy/Sell Provisions,
Contributor designated the New GP Entities to
own the general partner of the Property
Owners (the "GP Interests" and together
with the LP Interests, the
"Interests").
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V.
The
Company has relied upon the foregoing events and upon
Contributor's representations that
Contributor qualifies as the "Buyer" within
the meaning of the Buy/Sell Provisions in
causing the Company to make the Loan
and in entering into this Agreement.
W. LEMB
V LP, LEMB VI LP, NHC-FL1 LP, NHC-FL2 LP, NHC-FL4 LP,
NHC-FL5 LP, NHC-FL6 LP, NHC-FL8 LP, NHC-FL9
LP, NHC-FL10 LP, NHC-FL11 LP,
NHC-FL13 LP, NHC-FL15 LP, NHC-FL16 LP,
NHC-FL17 LP, and NHC-FL18 LP are
sometimes referred to hereinafter
individually as a "Property Owner" and
collectively as the "Property Owners".
X. The
Park City Property, the Punta Gorda Property, the Port
Charlotte Property, the Encore Harlingen
Property, the Sunburst Harlingen
Property, the Port Richey Property, the
Vero Beach Property, the Daytona Beach
Property, the Tahoe Property, the Crystal
River Property, the Orlando Property,
the Fort Myers Beach Property, the Silver
Dollar Property, the Lake Placid
Property, the Sarasota North Property, the
Tampa North Property, the Sunshine
Key Property, the Sunburst Forth Myers
Property, the Florida Keys Property, the
North Fort Myers Property and the Tropical
Palms Property are sometimes referred
to hereinafter individually as an
"Individual Property" and collectively as the
"Properties."
Y.
Contributor desires to contribute to the Company, and the
Company desires to accept such contribution
from Contributor, all of the LP
Interests owned by Contributor, upon and
subject to the terms and conditions of
this Agreement. Each New GP Entity desires,
and Contributor shall cause each New
GP Entity, to assign to the Company, and
the Company desires to accept such
assignment from Contributor, all of the GP
Interests owned by such New GP
Entity, upon and subject to the terms and
conditions of this Agreement
THEREFORE, in consideration of and in reliance upon the above
Recitals,
which by this reference are incorporated
herein, the terms, covenants,
conditions and representations contained in
this Agreement, and other good and
valuable consideration, the receipt and
sufficiency of which are hereby
acknowledged, Contributor, each New GP
Entity and the Company agree as follows:
1.
CONTRIBUTION AND ASSIGNMENT
A.
Subject to the terms and conditions of this Agreement,
Contributor hereby agrees to contribute to
the Company, at the Closing (as such
term is hereinafter defined), all of its
right, title and interest in and to all
of the LP Interests held by Contributor
free and clear of all liens, claims,
liabilities and encumbrances. The Company
shall not assume any obligations or
liabilities of the Contributor relating the
ownership of the LP Interests
arising prior to the date hereof. The
Company, in reliance upon the
representations and warranties of
Contributor contained herein and on the terms
and conditions herein set forth, hereby
agrees to accept the contribution of the
LP Interests from Contributor at the
Closing on the terms and conditions set
forth herein. Notwithstanding anything to
the contrary, in the event that it is
later determined that Contributor did not
acquire the PAMI Interests pursuant to
the Buy/Sell Provisions or
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otherwise, no contribution of the LP
Interests shall be deemed to have been made
by Contributor and Contributor shall not be
deemed to have become a Limited
Partner of the Partnership at any time.
B.
Subject to the terms and conditions of this Agreement, each
New GP Entity hereby agrees, and
Contributor shall cause each New GP Entity, to
assign to the Company or, at the direction
of the Company, its designated
affiliate, at the Closing (as such term is
hereinafter defined), all of its
right, title and interest in and to all of
the GP Interests held by such New GP
Entity free and clear of all liens, claims,
liabilities and encumbrances.
Neither the Company nor any designee of the
Company shall assume any obligations
or liabilities of the Contributor or any
New GP Entity relating the ownership of
the GP Interests arising prior to the date
hereof. The Company or its designated
affiliate, in reliance upon the
representations and warranties of Contributor
contained herein and on the terms and
conditions herein set forth, hereby agrees
to accept the contribution of the GP
Interests from the New GP Entities at the
Closing on the terms and conditions set
forth herein. Notwithstanding anything
to the contrary, in the event that it is
later determined that Contributor did
not acquire the PAMI Interests pursuant to
the Buy/Sell Provisions or otherwise,
no contribution of the GP Interests shall
be deemed to have been made by
Contributor.
C. The
Park City Property, the Punta Gorda Property, the Port
Charlotte Property, the Encore Harlingen
Property, the Sunburst Harlingen
Property, the Port Richey Property, the
Vero Beach Property, the Daytona Beach
Property, the Tahoe Property, the Crystal
River Property, the Orlando Property,
the Fort Myers Beach Property, the Silver
Dollar Property, the Lake Placid
Property, the Sarasota North Property, the
Tampa North Property, the Sunshine
Key Property, the Sunburst Forth Myers
Property, the Florida Keys Property, the
North Fort Myers Property and the Tropical
Palms Property shall mean and include
all of the respective Property Owner's
direct or indirect right, title and
interest in and to the following described
property with respect to each
Individual Property:
(i) the real
estate owned (or ground leased, as
applicable) by such Property Owner described on Exhibits A-1
through
A-21 attached to this Agreement, respectively (as applicable
with
respect to each Individual Property); together with all and
singular
the easements, covenants, agreements, rights, privileges,
tenements,
hereditaments and appurtenances thereunto now or hereafter
belonging or
appertaining (the "Individual Tract of Land");
(ii)
any land lying in the bed of any street, alley, road
or avenue (whether open, closed or proposed) within, in front
of,
behind or otherwise adjoining the Individual Tract of Land or any
of
it, any award made or to be made as a result of or in lieu of
condemnation affecting the Individual Property or any part thereof,
and
any award for damage to the Individual Property or any part thereof
by
reason of casualty (all of the foregoing being included within the
term
"Individual Tract of Land");
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(iii) all
of the buildings, structures, fixtures,
facilities, installations and other improvements of every kind
and
description now or hereafter in, on, over and under the
Individual
Tract of Land, including, without limitation, any and all
recreational
buildings, structures and facilities, plumbing, heating,
ventilating,
air conditioning, mechanical, electrical and other utility
systems,
water and sewage
treatment plants and facilities (including wells and
septic systems), parking lots and facilities, landscaping,
roadways,
sidewalks, swimming pools, security devices, signs and light
fixtures,
which are not owned by tenants under the Individual Property Leases
(as
such term is hereinafter defined) (collectively, the
"Individual
Improvements") (the Individual Tract of Land and the Individual
Improvements being herein collectively referred to as the
"Individual
Premises");
(iv)
all manufactured homes, recreational vehicles and
park model homes, furniture, furnishings, fixtures, equipment,
machinery, maintenance vehicles and equipment, tools, parts,
recreational equipment, carpeting, window treatments, office
supplies
and equipment, and other tangible personal property of every kind
and
description situated in, on, over or under the Individual Premises
or
used in connection therewith which are not owned by tenants under
the
Individual Property Leases, together with all replacements and
substitutions therefor (together with the items described in
Section
1(C)(v) below and the Individual Intangible Personal Property
described
in Section 1(C)(vi) below, collectively, the "Individual
Personal
Property"), a substantially complete and accurate itemization of
which
may be submitted to Purchaser pursuant to Section 5(A)(iii)
below;
(v) all
existing surveys, blueprints, drawings, plans and
specifications (including, without limitation, structural,
HVAC,
mechanical and plumbing, water and sewer plans and
specifications),
construction drawings, soil tests, environmental reports,
appraisals,
police reports, and other documentation for or with respect to
the
Individual Property or any part thereof; all available tenant lists
and
data, correspondence with past, present and prospective
tenants,
vendors, suppliers, utility companies and other third parties,
stationery, brochures, booklets, manuals and promotional, marketing
and
advertising materials concerning the Individual Property or any
part
thereof; any declarations, by-laws, minute books and other
materials
relating to any homeowners' association or similar organization
affecting the Individual Property, together with all supporting
documentation relating thereto; and such other existing books,
records
and documents (including, without limitation, those relating to
ad
valorem taxes and the Individual Property Leases) used in
connection
with the operation of the Individual Property or any part
thereof;
(vi)
the Individual Property Leases and the Individual
Property Service Contracts (as such term is hereinafter defined),
and
all other intangible personal property used in connection with
or
arising from the business now or hereafter conducted on or from
the
Individual Property or any part thereof, including, without
limitation,
claims,
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choses in
action, lease and other contract rights, names and telephone
exchange numbers, reservation and contact lists, software, web
sites,
goodwill, going-concern value, favorable ratings and
recommendations in
national, regional and local trade publications and the like
(collectively, the "Individual Intangible Personal Property").
A
summary of all current leases and other occupancy agreements
affecting
the Individual Premises or any part thereof (collectively, the
"Individual Property Leases," with such summary being
hereinafter
referred to as the "Individual Property Rent Roll"), including
each
tenant's name, a description of the space leased, the amount of
rent
due and the
amount of any security deposit paid, the term of each
Individual Property Lease, and a description of any right to renew
or
extend, may be submitted to the Company pursuant to Section
5(A)(i)
below. A list of all employment, union, purchase, service and
maintenance agreements, equipment leases and any other
agreements,
contracts, licenses and permits, including, without limitation,
cable
television and satellite master antenna television system
agreements,
affecting or pertaining in any way to the Individual Property or
any
part thereof (collectively, the "Individual Property Service
Contracts") may be submitted to the Company pursuant to Section
5(A)(ii) below; and
(vi)
all cash, cash equivalents and inventory, including
monies held on account by lenders (the "Cash").
2.
CONSIDERATION
The total consideration to be given by the Company to Contributor
in
exchange for (i) Contributor's contribution
of the LP Interests to the Company
and (ii) the New GP Entities' assignment of
the GP Interests to the Company
shall be the issuance by the Company to
Contributor of a five percent (5%)
limited liability company interest in the
Company (the "Master LLC Interest")
and the extinguishment of the Note (the
"Consideration").
3.
CLOSING
A.
CLOSING DATE. The closing ("Closing") of the transaction
contemplated by this Agreement (i.e., the
contribution and assignment of the
Interests, and the satisfaction of all
other terms and conditions of this
Agreement) shall be consummated at the
office of the Company on or before
February 17, 2004 (the "Closing Date");
provided, however, that the Closing Date
may be accelerated or delayed upon the
parties' mutual written agreement.
B.
CLOSING DOCUMENTS.
(i)
Contributor. At the Closing, Contributor shall
deliver to the Company the following items (the "Transaction
Documents") (each in form and substance reasonably acceptable to
the
Company, if not attached to this Agreement as an Exhibit and
executed
[if necessary] by Contributor):
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(a) an
assignment and assumption agreement
substantially in the form attached hereto as Exhibit B,
pursuant to which (i) Contributor transfers its LP Interests
to the Company and (ii) the Company assumes all obligations of
Contributor in the applicable Property Owner in accordance
with the terms of the partnership agreement of such Property
Owner;
(b) a counterpart
signature page to the Limited
Liability Company Agreement of the Company (the "Master LLC
Agreement");
(c) the
originally executed Note for
cancellation by the Company;
(d) evidence
of the termination of the
applicable property management or other management agreement
with respect to each Individual Property and any manufactured
home, recreational vehicle or park model home sale brokerage
agreements;
(e) all other
necessary or appropriate documents
as are necessary for Contributor to comply with its
obligations under this Agreement, or as reasonably required by
the Company in order to perfect the conveyance, transfer and
assignment of the LP Interests and GP Interests to the Company
or the Company's designee.
(ii)
New GP Entities. At the Closing, each New GP Entity
shall deliver to the Company an assignment and assumption
agreement
substantially in the form attached hereto as Exhibit B, pursuant
to
which (i) New GP Entity transfers its GP Interests to the Company
or
its designee and (ii) the Company or its designee assumes all
obligations of Contributor in the applicable Property Owner in
accordance with the terms of the partnership agreement of such
Property
Owner.
(iii)
Company. The Company shall deliver or cause to be
delivered to Contributor at the Closing:
(a) a copy of
the Master LLC Agreement
indicating the issuance of the Master LLC Interest to
Contributor, together with a counterpart signature page to the
Master LLC Agreement; and
(b) the Note,
property marked cancelled.
C.
POST-CLOSING DOCUMENTS.
After the Closing, Contributor shall, at the request of the
Company,
deliver to the Company the following
items:
(a) a rent
roll for the Individual Property
certified by the general partner of the Property Owner as
being true, complete and correct, in each case
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with respect to the Individual Property directly or indirectly
owned by the applicable Property Owner;
(b) all of the
books and records of each
Property Owner or Individual Property;
(c)
all of the original
Individual Property
Leases, all written Individual Property Service Contracts, and
any and all building plans, surveys, site plans, engineering
plans and studies, utility plans, landscaping plans,
development plans, blueprints, specifications and drawings,
construction drawings, soil tests, environmental reports and
other documentation concerning all or any part of the
Individual Property and in the possession or control of
Contributor, and all keys for the Individual Property;
(d) to the
extent that a Property Owner does not
own any Inventory Homes located at the applicable Individual
Property, an appropriate assignment and/or bill of sale,
together with certificates of title or manufacturer's
statements of origin, for any such Inventory Homes, executed
by the applicable person or entity which owns such Inventory
Homes;
(e)
Contributor's affidavit stating, under
penalty of perjury, such Contributor's U.S. Taxpayer
Identification Number and that Contributor is not a "foreign
person" within the meaning of Section 1445 of the Internal
Revenue Code (the "Code");
(f) transfer
tax returns as required by
applicable law (including, without limitation, a Florida
Department of Revenue Form DR-219 with respect to each
Individual Property located in Florida);
(g)
an
affidavit or other statement, in form and
substance acceptable to the Company, which satisfies the
requirements of any applicable statute of the state in which
the Individual Property is located (if any) which is
substantially similar to the requirements of Florida Statutes,
Section 723.072.
4.
REPRESENTATIONS AND WARRANTIES OF CONTRIBUTOR
A.
Contributor, with respect to the Property Owner in which
Contributor owns LP Interests, represents
and warrants to the Company that the
following are
