OF, ANY
ENCUMBRANCE UPON OR WITH RESPECT TO A PROPERTY, OTHER THAN AS EXPRESSLY
CONTEMPLATED HEREIN; EXCEPT, IN THE CASE OF THE PRECEDING CLAUSES (B), (C), (D)
AND (E), WHERE THE FAILURE TO OBTAIN A CONSENT, APPROVAL OR ACTION OR WHERE THE
OCCURRENCE OF SUCH A CONFLICT, BREACH, DEFAULT, ACCELERATION OR VIOLATION,
INDIVIDUALLY OR IN THE AGGREGATE, WOULD NOT HAVE A MATERIAL ADVERSE EFFECT ON
THE ASSETS, RESULTS OF OPERATIONS, OPERATIONS OR FINANCIAL CONDITION OF SUCH
SELLER OR ANY OF THE SRH ENTITIES OR PROPERTY AND/OR THE VALUE OF A PROPERTY (A
"SELLER MATERIAL ADVERSE EFFECT") OR IMPAIR OR INTERFERE IN ANY MATERIAL RESPECT
WITH THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREIN. IN ADDITION, NO
FACTS OR CIRCUMSTANCES EXIST THAT, INDIVIDUALLY OR IN THE AGGREGATE, COULD
REASONABLY BE EXPECTED TO IMPAIR IN ANY MATERIAL RESPECT SELLER'S ABILITY TO
CONSUMMATE, OR INTERFERE WITH THE CONSUMMATION OF, THE TRANSACTIONS CONTEMPLATED
HEREIN.
41
(IV)
FOR FEDERAL INCOME TAX PURPOSES, EACH PROPERTY
OWNER IS PROPERLY CLASSIFIED AS A "PARTNERSHIP" AND IS NOT TREATED AS A
CORPORATION OR AN ASSOCIATION TAXABLE AS A CORPORATION.
(V)
EACH PROPERTY OWNER WAS ORGANIZED SOLELY FOR
THE PURPOSE OF OWNING AND OPERATING ITS APPLICABLE PROPERTY AND AT ALL TIMES
SINCE ITS FORMATION HAS NOT ENGAGED IN ANY MATERIAL BUSINESS OR OWNED ANY
MATERIAL ASSET OTHER THAN ITS PROPERTY AND ASSETS RELATED THERETO (INCLUDING,
WITHOUT LIMITATION, CASH AND CASH EQUIVALENT, RECEIVABLES AND OF A SUPPLIES AND
EQUIPMENT), HAS MAINTAINED ITS FINANCIAL STATEMENTS AND ACCOUNTING RECORDS
SEPARATE FROM ANY OTHER PERSON AND HAS HELD AND IDENTIFIED ITSELF AS A SEPARATE
AND DISTINCT ENTITY UNDER ITS OWN NAME AND NOT AS A DIVISIONS OR PART OF ANY
OTHER PERSON OR ENTITY.
NO PROPERTY OWNER OWNS STOCK OR ANY OTHER EQUITY
INTEREST OR SECURITY IN ANY OTHER PERSON OR ENTITY INCLUDING, WITHOUT
LIMITATION, LOANS TO EMPLOYEES OR TENANTS, BUT NOT INCLUDING RECEIVABLES ARISING
IN THE ORDINARY COURSE OF BUSINESS.
(B)
SELLER'S AUTHORIZATION AND BINDING EFFECT.
THIS AGREEMENT HAS BEEN, AND ALL DOCUMENTS CONTEMPLATED HEREUNDER TO BE EXECUTED
BY EACH SELLER, WHEN EXECUTED AND DELIVERED WILL HAVE BEEN DULY AUTHORIZED BY
ALL REQUISITE PARTNERSHIP OR CORPORATE ACTION ON THE PART OF SUCH SELLER, AND
EACH IS, OR WILL BE, UPON EXECUTION AND DELIVERY, AS APPLICABLE, THE VALID AND
LEGALLY BINDING OBLIGATION OF SUCH SELLER, ENFORCEABLE IN ACCORDANCE WITH ITS
TERMS, SUBJECT TO APPLICABLE BANKRUPTCY, INSOLVENCY, FRAUDULENT TRANSFER,
REORGANIZATION, MORATORIUM AND OTHER SIMILAR LAWS RELATING TO OR AFFECTING
CREDITORS' RIGHTS GENERALLY AND TO GENERAL PRINCIPLES OF EQUITY (INCLUDING
CONCEPTS OF MATERIALITY, REASONABLENESS, GOOD FAITH AND FAIR DEALING),
REGARDLESS OF WHETHER CONSIDERED IN A PROCEEDING IN EQUITY OR AT LAW. NONE OF
THE EXECUTION AND DELIVERY OF THIS AGREEMENT OR ANY DOCUMENTS CONTEMPLATED
HEREUNDER TO BE EXECUTED BY SELLER OR THE PERFORMANCE OF THE OBLIGATIONS OF
SELLER, HEREUNDER OR THEREUNDER, WILL RESULT IN THE VIOLATION OF ANY PROVISION
OF THE GOVERNING OR ORGANIZATIONAL DOCUMENTS OF SELLER.
(C)
TITLE TO TRANSFERRED INTERESTS.
EACH OF
THE TRANSFERRED INTERESTS HAS BEEN DULY AUTHORIZED AND VALIDLY ISSUED IN
ACCORDANCE