TIMELY PAID, EXCEPT WHERE
THE FAILURE TO PAY SUCH TAXES WOULD NOT REASONABLY BE EXPECTED TO HAVE A
MATERIAL ADVERSE EFFECT.
THE MOST RECENT AUDITED FINANCIAL STATEMENTS OF THE
COMPANY CONTAINED IN THE COMMISSION FILINGS REFLECT AN ADEQUATE ACCRUAL IN
ACCORDANCE WITH GAAP FOR ALL MATERIAL TAXES PAYABLE BY THE COMPANY AND ANY
COMPANY SUBSIDIARIES FOR ALL TAXABLE PERIODS AND PORTIONS THEREOF THROUGH THE
DATE OF SUCH FINANCIAL STATEMENTS.
THE COMPANY (I) FOR ALL TAXABLE YEARS FOR
WHICH THE INTERNAL REVENUE SERVICE COULD ASSERT A TAX LIABILITY, HAS ELECTED AND
BEEN SUBJECT TO TAXATION AS A REAL ESTATE INVESTMENT TRUST (A "REIT") WITHIN THE
MEANING OF SECTION 856 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
"CODE") AND HAS SATISFIED ALL REQUIREMENTS TO QUALIFY AS A REIT FOR ALL SUCH
YEARS AND (II) HAS NOT TAKEN OR OMITTED TO TAKE ANY ACTION WHICH WOULD
REASONABLY BE EXPECTED TO RESULT IN A CHALLENGE TO ITS STATUS AS A REIT.
Section 3.19
Investment Company.
The Company is not, and is not an affiliate
of, an "investment company" within the meaning of the Investment Company Act of
1940, as amended.
SECTION 3.20
DISCLOSURE.
THE REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND
THE COMPANY SUBSIDIARIES CONTAINED IN THIS AGREEMENT (INCLUDING ALL SCHEDULES
ATTACHED HERETO) AND
9
THE INFORMATION CONTAINED IN THE OTHER DOCUMENTS, CERTIFICATES AND WRITTEN
STATEMENTS FURNISHED TO THE INVESTOR BY OR ON BEHALF OF THE COMPANY OR ANY THE
COMPANY SUBSIDIARIES FOR USE IN CONNECTION WITH THE TRANSACTION CONTEMPLATED BY
THIS AGREEMENT, WHEN TAKEN TOGETHER, DO NOT CONTAIN ANY UNTRUE STATEMENT OF A
MATERIAL FACT OR OMIT TO STATE A MATERIAL FACT (KNOWN TO THE COMPANY OR THE
APPLICABLE COMPANY SUBSIDIARY, IN THE CASE OF ANY DOCUMENT NOT FURNISHED BY IT)
NECESSARY IN ORDER TO MAKE THE STATEMENTS CONTAINED HEREIN OR THEREIN NOT
MATERIALLY MISLEADING IN LIGHT OF THE CIRCUMSTANCES IN WHICH THE SAME WERE
MADE.
THERE IS NO FACT KNOWN TO THE COMPANY THAT HAS HAD, OR COULD REASONABLY
BE EXPECTED TO HAVE, A MATERIAL ADVERSE EFFECT AND THAT HAS NOT BEEN DISCLOSED
HEREIN OR IN SUCH OTHER DOCUMENTS AND STATEMENTS FURNISHED TO THE INVESTOR FOR
USE IN CONNECTION WITH THE TRANSACTION CONTEMPLATED HEREBY.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF THE
INVESTOR
SECTION 4.01.
INVESTOR REPRESENTATIONS.
THE INVESTOR REPRESENTS AND
WARRANTS TO THE COMPANY AS FOLLOWS:
(A)
AUTHORIZATION.
THE INVESTOR IS A CORPORATION DULY ORGANIZED AND
VALIDLY EXISTING UNDER THE LAWS OF THE STATE OF MARYLAND.
THE INVESTOR HAS THE
FULL POWER AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND TO CONSUMMATE THE
TRANSACTION CONTEMPLATED HEREBY.
THE EXECUTION AND DELIVERY OF THIS AGREEMENT
AND THE CONSUMMATION BY THE INVESTOR OF THE TRANSACTION CONTEMPLATED HEREBY HAVE
BEEN DULY AND AUTHORIZED BY ALL NECESSARY ACTION ON THE PART OF THE INVESTOR.
THIS AGREEMENT HAS BEEN DULY EXECUTED AND DELIVERED BY THE INVESTOR AND
CONSTITUTES THE LEGAL, VALID AND BINDING OBLIGATIONS OF THE INVESTOR,
ENFORCEABLE IN ACCORDANCE WITH ITS RESPECTIVE TERMS, EXCEPT AS SUCH
ENFORCEABILITY MAY BE SUBJECT TO THE EFFECTS