INCOME AND
CHANGES IN FINANCIAL POSITION FOR EACH OF THE FISCAL YEARS THEN ENDED, INCLUDING
THE RESPECTIVE NOTES THERETO, TOGETHER WITH REPORTS THEREON.
EACH OF THE
FOREGOING FINANCIAL STATEMENTS IS IN ACCORDANCE WITH THE BOOKS AND RECORDS OF
THE PARTNERSHIP (AS ADJUSTED IN ACCORDANCE WITH THE PARTNERSHIP'S REGULAR
PRACTICE) AS OF THE DATES AND FOR THE PERIODS INDICATED, HAS BEEN PREPARED ON A
BASIS CONSISTENT WITH THE IMMEDIATELY PRECEDING FISCAL PERIOD, AND FAIRLY
PRESENTS THE FINANCIAL POSITION, RESULTS OF OPERATIONS AND CHANGES IN FINANCIAL
POSITION OF THE PARTNERSHIP AS OF THE DATE AND FOR THE PERIOD INDICATED;
(III)
SINCE DECEMBER 31, 2003, THERE HAS NOT BEEN
ANY MATERIAL ADVERSE CHANGE IN THE PARTNERSHIP'S OR INTERMEDIATE ENTITIES'
BUSINESS, PROPERTIES, OR OPERATIONS AS OF THE DATE HEREOF AND NEITHER
PARTNERSHIP NOR INTERMEDIATE ENTITIES HAVE INCURRED ANY LIABILITIES OTHER THAN
IN THE ORDINARY COURSE OF THEIR RESPECTIVE BUSINESSES;
(IV)
THE PARTNERSHIP AND THE INTERMEDIATE ENTITIES
HAVE FILED ALL FEDERAL, STATE, LOCAL AND OTHER TAX RETURNS AND REPORTS WHICH ARE
REQUIRED TO BE FILED BY IT OR OBTAINED APPROPRIATE EXTENSIONS THEREFOR.
TRUE
AND COMPLETE COPIES OF ALL SUCH INCOME TAX RETURNS FOR THE PAST THREE (3) FISCAL
YEARS OF THE PARTNERSHIP AND THE INTERMEDIATE ENTITIES HAVE BEEN DELIVERED OR
MADE AVAILABLE TO ACQUIRER.
THE PARTNERSHIP AND THE INTERMEDIATE ENTITIES HAVE
PAID ALL TAXES DUE AND PAYABLE AS SHOWN ON SUCH RETURNS OR HAS ESTABLISHED ON
ITS BOOKS AND RECORDS ADEQUATE RESERVES WITH RESPECT THERETO.
THE FEDERAL
INCOME TAX RETURNS OF THE PARTNERSHIP OR THE INTERMEDIATE ENTITIES HAVE NEVER
BEEN AUDITED BY THE INTERNAL REVENUE SERVICE.
NO WAIVER OF ANY STATUTE OF
LIMITATIONS WITH RESPECT TO ANY TAXABLE YEAR HAS BEEN EXECUTED BY THE
PARTNERSHIP OR ANY OF THE INTERMEDIATE ENTITIES;
(V)
THE EXECUTION AND DELIVERY OF THIS AGREEMENT
AND THE CONTEMPLATED DISTRIBUTION OF THE MEMBERSHIP INTERESTS BY THE PARTNERSHIP
AND THE INTERMEDIATE
24
ENTITIES (AS HEREINAFTER DEFINED) TO THEIR EQUITY HOLDERS AND THE CONSUMMATION
OF THE TRANSACTIONS CONTEMPLATED HEREBY, WITH OR WITHOUT THE GIVING OF NOTICE OR
THE LAPSE OF TIME, OR BOTH, WILL NOT (I) VIOLATE ANY PROVISION OF THE
PARTNERSHIP AGREEMENT OR THE ORGANIZATIONAL DOCUMENTATION OF THE INTERMEDIATE
ENTITIES, (II) VIOLATE, CONFLICT WITH, RESULT IN THE BREACH OR TERMINATION OF,
CONSTITUTE A DEFAULT UNDER, ACCELERATE THE PERFORMANCE REQUIRED BY, OR RESULT IN
THE CREATION OF ANY LIEN, CHARGE OR ENCUMBRANCE UPON ANY OF THE PROPERTIES OR
ASSETS OF THE PARTNERSHIP OR THE INTERMEDIATE ENTITIES PURSUANT TO ANY
INDENTURE, MORTGAGE, DEED OF TRUST, OR OTHER AGREEMENT OR INSTRUMENT TO WHICH
THE PARTNERSHIP IS A PARTY OR BY WHICH IT OR ANY OF ITS PROPERTIES OR ASSETS MAY
BE BOUND, THE CONSEQUENCE OF ANY OF WHICH WOULD BE MATERIAL ADVERSE EFFECT ON
THE PARTNERSHIP EXCEPT FOR THE MORTGAGE LOAN NOTE, MORTGAGE AND OTHER LOAN
DOCUMENTS (WITH RESPECT TO WHICH MORTGAGE LOAN, NOTE, MORTGAGE AND OTHER LOAN
DOCUMENTS, PARTNERSHIP, TRANSFERORS AND ACQUIRER ACKNOWLEDGING, HOWEVER, THAT
THE CONSENT OF LENDER WILL BE REQUIRED PURSUANT TO SECTION 3.1 HEREIN), (III)
VIOLATE ANY STATUTE, RULE OR REGULATION