SENIOR LOAN ANY DEFAULT BY THE BORROWER OR
THE PROPERTY OWNER OR PARTY LIABLE THEREUNDER OR ANY EVENT WHICH MERELY WITH
NOTICE OR LAPSE OF TIME OR BOTH, WOULD CONSTITUTE SUCH A DEFAULT
A-19
BY THE BORROWER OR THE PROPERTY OWNER OR PARTY LIABLE THEREUNDER.
NO MARC
ENTITY OR AFFILIATE THEREOF OWNS, DIRECTLY OR INDIRECTLY, ANY MATERIAL INTEREST
IN ANY EXISTING SENIOR LOAN.
6.15.7
[EACH OF THE PROPERTY OWNER AND THE BORROWER 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.]
6.15.8
THE BORROWER AND PROPERTY OWNER POSSESSES A VALID OWNER'S POLICY
TITLE INSURANCE FROM A TITLE INSURER OF RECOGNIZED FINANCIAL RESPONSIBILITY ON
THE PROPERTY IN AN AMOUNT NOT LESS THAN THE ORIGINAL PURCHASE PRICE OF THE
PROPERTY, AND SUCH TITLE INSURANCE IS IN FULL FORCE AND EFFECT.
6.16
NO PLAN ASSETS.
EXCEPT AS SET FORTH ON SCHEDULE 6.16, WITH RESPECT
TO THE BORROWER, (I) THE BORROWER IS NOT NOR WILL BE AN "EMPLOYEE BENEFIT PLAN,"
AS DEFINED IN SECTION 3(3) OF ERISA, (II) NONE OF THE ASSETS OF A THE BORROWER
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) THE BORROWER IS NOT NOR WILL
BE A "GOVERNMENTAL PLAN" WITHIN THE MEANING OF SECTION 3(32) OF ERISA, AND
(IV) TRANSACTIONS BY OR WITH THE BORROWER ARE NOT AND WILL NOT BE SUBJECT TO
STATE STATUTES REGULATING INVESTMENT OF, AND FIDUCIARY OBLIGATIONS WITH RESPECT
TO, GOVERNMENTAL PLANS.
AS OF THE DATE HEREOF, NEITHER THE BORROWER 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 THE MEANING OF SECTION 3(37)(A) OF ERISA).
6.17
TAXES.
THE PROPERTY OWNER AND THE BORROWER HAS PREPARED AND FILED
ON A TIMELY BASIS (TAKING INTO ACCOUNT APPLICABLE EXTENSIONS) WITH ALL
APPROPRIATE FEDERAL, STATE, LOCAL AND FOREIGN GOVERNMENTAL AUTHORITIES ALL
MATERIAL RETURNS IN RESPECT OF TAXES IT IS REQUIRED TO FILE.
ALL SUCH TAX
RETURNS ARE OR WILL BE COMPLETE AND CORRECT IN ALL MATERIAL RESPECTS.
ALL OF
THE TAXES REQUIRED TO HAVE BEEN PAID ON OR PRIOR TO THE DATE HEREOF HAVE BEEN
PAID IN FULL.
THE PROPERTY OWNER AND BORROWER HAS WITHHELD FROM EACH PAYMENT
MADE TO ANY OF ITS PRESENT OR FORMER EMPLOYEES, OFFICERS, DIRECTORS OR OTHER
PARTIES ALL AMOUNTS REQUIRED BY LAW TO BE WITHHELD AND HAS, WHERE REQUIRED,
REMITTED SUCH AMOUNTS WITHIN THE APPLICABLE PERIODS TO THE APPROPRIATE
GOVERNMENTAL AUTHORITIES.
THERE ARE NO ASSESSMENTS AGAINST THE PROPERTY OWNER
OR THE BORROWER WITH RESPECT TO TAXES THAT HAVE BEEN ISSUED AND ARE
OUTSTANDING.
NEITHER THE PROPERTY OWNER NOR THE BORROWER IS A PARTY TO, OR
BOUND BY, NOR DOES IT HAVE ANY FORMAL OBLIGATION UNDER ANY TAX SHARING OR TAX
INDEMNIFICATION AGREEMENT, PROVISION OR ARRANGEMENT.
THERE IS NO TAX