THE PARTNERSHIP PARKS AGREEMENTS, OR AS OTHERWISE
PERMITTED HEREUNDER.
NONE OF THE BORROWERS HAS ANY KNOWLEDGE OF ANY
CIRCUMSTANCE, CONDITION, EVENT OR ARRANGEMENT THAT MAY HEREAFTER GIVE RISE TO
SUCH LIABILITIES OF THE BORROWERS OTHER THAN AS SET FORTH UNDER THE DOCUMENTS
SPECIFIED IN THE PRIOR SENTENCE OR AS SET FORTH HEREIN.
(E)
LITIGATION.
NO LITIGATION, INVESTIGATION OR PROCEEDING OF OR
BEFORE ANY ARBITRATOR OR GOVERNMENTAL AUTHORITY (I) IN WHICH ANY BORROWER IS
NAMED AS A PRIMARY DEFENDANT OR (II) IN WHICH ANY BORROWER IS NAMED AS A
CO-DEFENDANT (A) WITH RESPECT TO ANY OF THE LOAN DOCUMENTS OR ANY OF THE
TRANSACTIONS OR (B) THAT IF ADVERSELY DETERMINED, EITHER INDIVIDUALLY OR IN THE
AGGREGATE, HAS HAD OR COULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE
EFFECT, IS PENDING OR, TO THE KNOWLEDGE OF ANY BORROWER, THREATENED BY OR
AGAINST ANY OF THE BORROWERS OR AGAINST ANY OF THEIR RESPECTIVE PROPERTIES OR
REVENUES.
(F)
SUBORDINATED INDEMNITY AGREEMENT.
SINCE JULY 1, 2008, EACH OF
THE BORROWERS HAS COMPLIED WITH THE TERMS AND PROVISIONS OF (X) THE SUBORDINATED
INDEMNITY AGREEMENT, (Y) THE GA OVERALL AGREEMENT AND (Z) THE TX OVERALL
AGREEMENT.
(G)
OWNERSHIP OF PROPERTY.
EACH OF THE BORROWERS HAS GOOD AND VALID
TITLE TO THE UNITS HELD THEREBY.
(H)
TAXES.
EACH OF THE BORROWERS HAS FILED OR CAUSED TO BE FILED ALL
FEDERAL, STATE AND OTHER MATERIAL TAX RETURNS THAT IS REQUIRED TO BE FILED AND
HAS PAID ALL TAXES SHOWN TO BE DUE AND PAYABLE ON SAID RETURNS OR ON ANY
ASSESSMENTS MADE AGAINST IT OR ANY OF ITS PROPERTY AND ALL OTHER MATERIAL TAXES,
FEES OR OTHER CHARGES IMPOSED ON IT OR ANY OF ITS PROPERTY BY ANY GOVERNMENTAL
AUTHORITY (IN EACH CASE OTHER THAN ANY TAXES, FEES OR CHARGES THE AMOUNT OR
VALIDITY OF WHICH ARE CURRENTLY BEING CONTESTED IN GOOD FAITH BY APPROPRIATE
PROCEEDINGS AND WITH RESPECT TO WHICH RESERVES (TO THE EXTENT REQUIRED BY GAAP))
HAVE BEEN PROVIDED ON THE BOOKS OF THE BORROWERS; NO MATERIAL TAX LIEN HAS BEEN
FILED, AND, TO THE KNOWLEDGE OF THE BORROWERS, NO CLAIM IS BEING ASSERTED WITH
RESPECT TO ANY SUCH TAX, FEE OR OTHER CHARGE.
(I)
ACCURACY OF INFORMATION, ETC.
NO STATEMENT OR INFORMATION (OTHER
THAN PRO FORMA FINANCIAL INFORMATION AND PROJECTIONS, ESTIMATES, FORECASTS AND
OTHER FORWARD LOOKING INFORMATION, INCLUDING BUDGETS OR INFORMATION OF A GENERAL
INDUSTRY OR ECONOMIC NATURE) CONTAINED IN THIS NOTE OR CONTAINED IN ANY OTHER
DOCUMENT, CERTIFICATE OR STATEMENT FURNISHED BY OR ON BEHALF OF ANY BORROWER TO
THE LENDER FOR USE IN CONNECTION WITH THE TRANSACTIONS, CONSIDERED AS A WHOLE AS
OF THE DATE SUCH STATEMENT, INFORMATION, DOCUMENT OR CERTIFICATE WAS SO
FURNISHED, DOES NOT CONTAIN ANY UNTRUE STATEMENT OF A MATERIAL FACT OR OMITTED
TO STATE A MATERIAL FACT NECESSARY TO MAKE THE STATEMENTS CONTAINED HEREIN OR
THEREIN, IN LIGHT OF THE CIRCUMSTANCES IN WHICH THEY WERE MADE NOT MISLEADING.
THE PROJECTIONS AND PRO FORMA FINANCIAL INFORMATION CONTAINED IN THE MATERIALS
REFERENCED ABOVE WERE BASED UPON GOOD FAITH ESTIMATES AND ASSUMPTIONS