CONTEMPLATED HEREBY AS
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part of a transaction that is subject to Treasury Regulation Section 1.6011-4 or
Section 301.6112-1 and the Administrative Agent and such Lender or Lenders, as
applicable, may file such IRS forms or maintain such lists and other records as
they may determine is required by such Treasury Regulations.
6.22.
PLAN ASSETS; PROHIBITED TRANSACTIONS.
NEITHER
BORROWER, ANY SUBSIDIARY NOR ANY MEMBER OF THE CONTROLLED GROUP MAINTAINS ANY
PLAN.
THE BORROWER IS NOT AN ENTITY DEEMED TO HOLD "PLAN ASSETS" WITHIN THE
MEANING OF 29 C.F.R. § 2510.3-101 OF AN EMPLOYEE BENEFIT PLAN (AS DEFINED IN
SECTION 3(3) OF ERISA) WHICH IS SUBJECT TO TITLE I OF ERISA OR ANY PLAN (WITHIN
THE MEANING OF SECTION 4975 OF THE CODE), AND NEITHER THE EXECUTION OF THIS
AGREEMENT NOR THE MAKING OF CREDIT EXTENSIONS HEREUNDER GIVES RISE TO A
PROHIBITED TRANSACTION WITHIN THE MEANING OF SECTION 406 OF ERISA OR
SECTION 4975 OF THE CODE.
ARTICLE VII
COVENANTS
DURING THE TERM OF THIS AGREEMENT, UNLESS THE REQUIRED LENDERS SHALL OTHERWISE
CONSENT IN WRITING:
7.1.
FINANCIAL REPORTING.
THE GENERAL PARTNER AND
THE BORROWER WILL MAINTAIN, FOR THEMSELVES AND EACH SUBSIDIARY, A SYSTEM OF
ACCOUNTING ESTABLISHED AND ADMINISTERED IN ACCORDANCE WITH GAAP, AND FURNISH TO
THE LENDERS:
(I)
AS SOON AS AVAILABLE, BUT IN ANY EVENT NOT LATER THAN 45 DAYS AFTER THE CLOSE OF
EACH FISCAL QUARTER, FOR THE GENERAL PARTNER (CONSOLIDATED WITH THE BORROWER AND
THEIR SUBSIDIARIES), AN UNAUDITED CONSOLIDATED BALANCE SHEET AS OF THE CLOSE OF
EACH SUCH PERIOD AND THE RELATED UNAUDITED CONSOLIDATED STATEMENTS OF INCOME AND
RETAINED EARNINGS AND OF CASH FLOWS OF THE GENERAL PARTNER, THE BORROWER AND
THEIR SUBSIDIARIES FOR SUCH PERIOD AND THE PORTION OF THE FISCAL YEAR THROUGH
THE END OF SUCH PERIOD, SETTING FORTH IN EACH CASE IN COMPARATIVE FORM THE
FIGURES FOR THE PREVIOUS YEAR, ALL CERTIFIED BY THE GENERAL PARTNER'S CHIEF
FINANCIAL OFFICER OR CHIEF ACCOUNTING OFFICER;
(II)
AS SOON AS AVAILABLE, BUT IN ANY EVENT NOT LATER THAN 45 DAYS AFTER THE CLOSE OF
EACH FISCAL QUARTER, FOR THE GENERAL PARTNER, THE BORROWER AND THEIR
SUBSIDIARIES, RELATED REPORTS IN FORM AND SUBSTANCE SATISFACTORY TO THE LENDERS,
ALL CERTIFIED BY THE ENTITY'S CHIEF FINANCIAL OFFICER OR CHIEF ACCOUNTING
OFFICER, INCLUDING A STATEMENT OF FUNDS FROM OPERATIONS, A DESCRIPTION OF
UNENCUMBERED ASSETS, A STATEMENT OF GUARANTEE OBLIGATIONS, INCLUDING A
DESCRIPTION OF ANY GUARANTIES OF INVESTMENT AFFILIATE DEBT EXCLUDED FROM
GUARANTEE OBLIGATIONS PURSUANT TO THE DEFINITION THEREOF, ALONG WITH A
CERTIFICATION THAT THE CONDITIONS FOR EXCLUSION ARE MET AND SUCH BACK-UP
INFORMATION AS MAY BE REQUESTED BY ADMINISTRATIVE AGENT, A LISTING OF CAPITAL
EXPENDITURES, A REPORT LISTING AND
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DESCRIBING ALL NEWLY ACQUIRED PROJECTS, INCLUDING THEIR PROPERTY OPERATING
INCOME, COST AND SECURED OR UNSECURED INDEBTEDNESS ASSUMED IN CONNECTION WITH
SUCH ACQUISITION, IF ANY, SUMMARY PROJECT INFORMATION FOR ALL PROJECTS,
INCLUDING, WITHOUT LIMITATION, THEIR PROPERTY OPERATING INCOME, OCCUPANCY RATES,
SQUARE FOOTAGE, PROPERTY TYPE AND DATE ACQUIRED OR BUILT, AND SUCH OTHER
INFORMATION AS MAY BE REQUESTED;
(III)
AS SOON AS