APPLICABLE, EACH GENERAL PARTNER,
HAVE FILED ALL FEDERAL, STATE AND LOCAL TAX RETURNS REQUIRED TO BE FILED AND
HAVE PAID OR MADE ADEQUATE PROVISION FOR THE PAYMENT OF ALL FEDERAL, STATE AND
LOCAL TAXES, CHARGES AND ASSESSMENTS PAYABLE BY BORROWER AND, IF APPLICABLE, THE
GENERAL PARTNERS.
BORROWER AND, IF APPLICABLE, THE GENERAL PARTNERS, BELIEVE
THAT THEIR RESPECTIVE TAX RETURNS PROPERLY REFLECT THE INCOME AND TAXES OF
BORROWER AND SAID GENERAL PARTNER, IF ANY, FOR THE PERIODS COVERED THEREBY,
SUBJECT ONLY TO REASONABLE ADJUSTMENTS REQUIRED BY THE INTERNAL REVENUE SERVICE
OR OTHER APPLICABLE TAX AUTHORITY UPON AUDIT.
(R)
NOT FOREIGN PERSON.
BORROWER IS NOT A "FOREIGN PERSON" WITHIN
THE MEANING OF §1445(F)(3) OF THE CODE.
(S)
ERISA.
(I) THE ASSETS OF BORROWER ARE NOT AND WILL NOT BECOME
TREATED AS "PLAN ASSETS", WHETHER BY OPERATION OF LAW OR UNDER REGULATIONS
PROMULGATED UNDER ERISA.
IF ANY PERSON HAVING A LEGAL OR BENEFICIAL OWNERSHIP
INTEREST IN BORROWER IS USING (OR IS DEEMED UNDER ERISA TO BE USING) "PLAN
ASSETS", BORROWER WILL QUALIFY AS A "REAL ESTATE OPERATING COMPANY" WITHIN THE
MEANING OF 29 C.F.R. §2510.3-101(E) AT ALL TIMES THAT THE LOAN IS OUTSTANDING.
EACH PLAN AND WELFARE PLAN, AND, TO THE KNOWLEDGE OF BORROWER, EACH
MULTIEMPLOYER PLAN, IS IN COMPLIANCE IN ALL MATERIAL RESPECTS WITH, AND HAS BEEN
ADMINISTERED IN ALL MATERIAL RESPECTS IN COMPLIANCE WITH, ITS TERMS AND THE
APPLICABLE PROVISIONS OF ERISA, THE CODE AND ANY OTHER APPLICABLE LEGAL
REQUIREMENT, AND NO EVENT OR CONDITION HAS OCCURRED AND IS CONTINUING AS TO
WHICH BORROWER WOULD BE UNDER AN OBLIGATION TO FURNISH A REPORT TO LENDER UNDER
CLAUSE (II)(A) OF THIS SECTION.
OTHER THAN AN APPLICATION FOR A FAVORABLE
DETERMINATION LETTER WITH RESPECT TO A PLAN, THERE ARE NO PENDING ISSUES OR
CLAIMS BEFORE THE INTERNAL REVENUE SERVICE, THE UNITED STATES DEPARTMENT OF
LABOR OR ANY COURT OF COMPETENT JURISDICTION RELATED TO ANY PLAN OR WELFARE PLAN
UNDER WHICH BORROWER OR ANY ERISA AFFILIATE, DIRECTLY OR INDIRECTLY (THROUGH AN
INDEMNIFICATION AGREEMENT OR OTHERWISE), COULD BE SUBJECT TO ANY MATERIAL RISK
OF LIABILITY UNDER SECTION 409 OR 502(I) OF ERISA OR SECTION 4975 OF THE CODE.
NO WELFARE PLAN, OTHER THAN A MULTIEMPLOYER PLAN, PROVIDES OR WILL PROVIDE
BENEFITS, INCLUDING, WITHOUT LIMITATION, DEATH OR MEDICAL BENEFITS (WHETHER OR
NOT INSURED) WITH RESPECT TO ANY CURRENT OR FORMER EMPLOYEE OF BORROWER OR ANY
ERISA AFFILIATE BEYOND HIS OR HER RETIREMENT OR OTHER TERMINATION OF SERVICE
OTHER THAN (A) COVERAGE MANDATED BY APPLICABLE LAW, (B) DEATH OR DISABILITY
BENEFITS THAT HAVE BEEN FULLY PROVIDED FOR BY FULLY PAID UP INSURANCE OR (C)
SEVERANCE BENEFITS.
(II)
BORROWER WILL FURNISH TO LENDER AS SOON AS POSSIBLE, AND IN ANY
EVENT WITHIN TEN (10) DAYS AFTER BORROWER KNOWS OR HAS REASON TO BELIEVE THAT
ANY OF THE EVENTS OR CONDITIONS SPECIFIED BELOW WITH RESPECT TO ANY PLAN,
WELFARE PLAN OR MULTIEMPLOYER PLAN HAS OCCURRED OR EXISTS, AN OFFICER'S
CERTIFICATE SETTING FORTH DETAILS RESPECTING SUCH EVENT OR CONDITION AND THE
ACTION, IF ANY, THAT BORROWER OR ITS ERISA AFFILIATE