THE DATE HEREOF.
TO SELLER'S KNOWLEDGE, AS OF THE DATE OF THIS
AGREEMENT, THE GROUND LEASE IS IN FULL FORCE AND EFFECT.
TO SELLER'S KNOWLEDGE,
AS OF THE DATE HEREOF, NONE OF THE PARTIES TO THE GROUND LEASE IS IN BREACH OR
DEFAULT IN ANY MATERIAL RESPECT THEREUNDER, WHICH BREACH OR DEFAULT REMAINS
UNCURED.
(P)
REA DOCUMENTS.
THE SELLER DUE DILIGENCE
MATERIALS INCLUDE TRUE, CORRECT AND COMPLETE COPIES OF ALL REA DOCUMENTS IN
EFFECT AS OF THE DATE HEREOF.
TO SELLER'S KNOWLEDGE, THE REA DOCUMENTS ARE IN
FULL FORCE AND EFFECT AND AS OF THE DATE HEREOF, NO PARTY TO AN REA DOCUMENT IS
IN BREACH OR DEFAULT IN ANY MATERIAL RESPECT THEREUNDER, WHICH BREACH OR DEFAULT
REMAINS UNCURED.
(Q)
PROPERTY OWNERS FINANCIAL CONDITION.
TO
SELLER'S KNOWLEDGE, THE FINANCIAL STATEMENTS OF THE PROPERTY OWNERS REFERRED TO
ON SCHEDULE 8.2(Q) (THE "PROPERTY OWNER FINANCIAL STATEMENTS" (COPIES OF WHICH
ARE INCLUDED IN THE SELLER DUE DILIGENCE MATERIALS) FAIRLY PRESENT IN ALL
MATERIAL RESPECTS THE FINANCIAL POSITION AND RESULTS OF OPERATIONS OF THE
APPLICABLE PROPERTY OWNER AS OF THE DATES THEREOF AND FOR THE PERIODS COVERED
THEREBY, ARE CONSISTENT WITH SUCH PROPERTY OWNER'S BOOKS AND RECORDS AND THERE
HAS BEEN NO MATERIAL AND ADVERSE CHANGE TO THE BUSINESS, FINANCIAL CONDITION OR
RESULTS OF OPERATIONS OF ALL OF THE PROPERTY OWNERS IN THE AGGREGATE SINCE THE
DATE OF SUCH FINANCIAL STATEMENTS.
NONE OF THE PROPERTY OWNERS HAS ANY MATERIAL
LIABILITIES, CONTINGENT OR OTHERWISE, OF THE NATURE REQUIRED BY GAAP TO BE SHOW
ON A BALANCE SHEET OTHER THAN LIABILITIES INCLUDED (I) IN SUCH PROPERTY OWNER
FINANCIAL STATEMENTS, (II) INCURRED BY SUCH PROPERTY OWNER SINCE THE DATE OF
SAID FINANCIAL STATEMENTS IN THE ORDINARY
44
course of its business, consistent with past practice and (iii) liabilities
which will be reflected or reserved against on the Estimated Closing Balance
Sheet or on the Closing Balance Sheet in the liabilities sections of such
balance sheets.
Since the date of each Property Owner's Financial Statements,
such Property Owner has not distributed any assets to its members, whether by
way of a redemption, return of capital or other distribution, other than
distributions of available cash in the ordinary course of business and in a
manner consistent with past practice.
(R)
ADDITIONAL MATTERS RELATING TO PROPERTY
OWNERS.
(I)
EXCEPT AS SET FORTH ON
SCHEDULE 8.2(R)(I), EACH OF THE SRH ENTITIES IS A LIMITED LIABILITY COMPANY,
PARTNERSHIP OR CORPORATION DULY ORGANIZED, VALIDLY EXISTING AND IN GOOD STANDING
UNDER THE LAWS OF THE STATE IN WHICH SUCH ENTITY WAS FORMED, AND EACH SUCH
ENTITY IS DULY QUALIFIED TO DO BUSINESS IN ALL JURISDICTIONS WHERE SUCH
QUALIFICATION IS NECESSARY TO CARRY ON ITS BUSINESS AS IS NOW CONDUCTED.
(II)
THE EXECUTION, DELIVERY, AND PERFORMANCE
BY SELLER OF THIS AGREEMENT AND THE OTHER DOCUMENTS CONTEMPLATED HEREUNDER AND
THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY WILL NOT
(A) CONFLICT WITH OR RESULT IN A BREACH OF OR CONSTITUTE A DEFAULT UNDER ANY
PROVISION OF THE GOVERNING OR ORGANIZATIONAL DOCUMENTS OF ANY OF