A MATERIAL LEASE UNDER ANY BANKRUPTCY OR INSOLVENCY
LAWS, (V) NEITHER THE GROUND
34
LEASE, ANY OF THE MATERIAL LEASES NOR THE RENTS OR OTHER AMOUNTS PAYABLE
THEREUNDER HAS BEEN ASSIGNED, PLEDGED OR ENCUMBERED BY ANY OF THE PROPERTY
OWNERS OR ANY OTHER PERSON, EXCEPT IN CONNECTION WITH FINANCING SECURED BY THE
APPLICABLE PROPERTY, AND (VI) THE BASIC TERMS AND CONDITIONS OF THE GROUND LEASE
AND EACH MATERIAL LEASE ARE SET FORTH IN SCHEDULE 9.15.5 (THE FOREGOING
SCHEDULE, AS UPDATED FROM TIME TO TIME AS PROVIDED HEREIN, BEING REFERRED TO
HEREIN AS THE "LEASE SCHEDULE").
9.15.6
SCHEDULE 9.15.6 ACCURATELY DETAILS IN ALL MATERIAL RESPECTS THE
APPROXIMATE AMOUNT, TERM, AND INTEREST RATE APPLICABLE TO EACH EXISTING SENIOR
LOAN ENCUMBERING A PROPERTY (THE FOREGOING SCHEDULE, AS UPDATED FROM TIME TO
TIME AS PROVIDED HEREIN, THE "MORTGAGE DEBT SCHEDULE"). EXCEPT AS NOTED ON
SCHEDULE 9.15.6, NO NOTICE OF DEFAULT THEREUNDER HAS BEEN SENT OR RECEIVED BY A
MARC ENTITY WHICH HAS NOT BEEN CURED OR WAIVED PRIOR TO THE DATE HEREOF, AND TO
THE KNOWLEDGE OF THE MARC PRINCIPALS, THERE DOES NOT EXIST WITH RESPECT TO ANY
EXISTING SENIOR LOAN ANY DEFAULT BY ANY PROPERTY OWNERS OR ANY EVENT (EXCLUSIVE
OF THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT) WHICH MERELY WITH NOTICE OR
LAPSE OF TIME OR BOTH, WOULD CONSTITUTE SUCH A DEFAULT BY ANY OF THE PROPERTY
OWNERS.
NO MARC ENTITY OR AFFILIATE THEREOF OWNS, DIRECTLY OR INDIRECTLY, ANY
MATERIAL INTEREST IN ANY EXISTING SENIOR LOAN.
9.15.7
EACH OF THE PROPERTY OWNERS OF THE GROUP A PROPERTIES IS TREATED AS
A PARTNERSHIP FOR FEDERAL INCOME TAX PURPOSES AND DOES NOT CONSTITUTE A PUBLICLY
TRADED PARTNERSHIP WITHIN THE MEANING OF SECTION 7704 OF THE CODE.
9.15.8
EACH OF THE PROPERTY OWNERS POSSESSES VALID OWNER'S POLICY OF TITLE
INSURANCE FROM TITLE INSURERS OF RECOGNIZED FINANCIAL RESPONSIBILITY ON EACH
INDIVIDUAL PROPERTIES IN AMOUNTS NOT LESS THAN THE ORIGINAL PURCHASE PRICE OF
SUCH PROPERTIES, AND SUCH TITLE INSURANCE IS IN FULL FORCE AND EFFECT.
9.16
NO PLAN ASSETS.
EXCEPT AS SET FORTH ON SCHEDULE 9.16, WITH RESPECT
TO EACH MARC ENTITY, (I) NO MARC ENTITY IS OR WILL BE AN "EMPLOYEE BENEFIT
PLAN," AS DEFINED IN SECTION 3(3) OF ERISA, (II) NONE OF THE ASSETS OF A MARC
ENTITY CONSTITUTES OR WILL CONSTITUTE "PLAN ASSETS" OF ONE OR MORE SUCH PLANS
WITHIN THE MEANING OF 29 C.F.R. SECTION 2510.3-101, (III) NONE OF THE MARC
ENTITIES IS OR WILL BE A "GOVERNMENTAL PLAN" WITHIN THE MEANING OF SECTION 3(32)
OF ERISA, AND (IV) TRANSACTIONS BY OR WITH A MARC ENTITY ARE NOT AND WILL NOT BE
SUBJECT TO STATE STATUTES REGULATING INVESTMENT OF, AND FIDUCIARY OBLIGATIONS
WITH RESPECT TO, GOVERNMENTAL PLANS.
EXCEPT AS SET FORTH ON SCHEDULE 9.16, AS
OF THE DATE HEREOF, NO MARC ENTITY NOR ANY MEMBER OF A "CONTROLLED GROUP OF
CORPORATIONS" (WITHIN THE MEANING OF SECTION 414 OF THE CODE) MAINTAINS,
SPONSORS OR CONTRIBUTES TO A "DEFINED BENEFIT PLAN" (WITHIN THE MEANING OF
SECTION 3(35) OF ERISA) OR A "MULTIEMPLOYER PENSION PLAN" (WITHIN