SUMMARIZED AND
REPORTED WITHIN THE TIME PERIODS SPECIFIED IN THE COMMISSION'S RULES AND FORMS.
(26)
ACCOUNTING CONTROLS. THE COMPANY AND ITS
SUBSIDIARIES MAINTAIN A SYSTEM OF INTERNAL CONTROL OVER FINANCIAL REPORTING
SUFFICIENT TO PROVIDE REASONABLE ASSURANCE THAT FINANCIAL REPORTING IS RELIABLE
AND FINANCIAL
12
STATEMENTS FOR EXTERNAL PURPOSES ARE PREPARED IN ACCORDANCE WITH GAAP AND
INCLUDES POLICIES AND PROCEDURES THAT (I) PERTAIN TO THE MAINTENANCE OF RECORDS
THAT IN REASONABLE DETAIL ACCURATELY AND FAIRLY REFLECT THE TRANSACTIONS AND
DISPOSITIONS OF THE ASSETS OF THE COMPANY; (II) PROVIDE REASONABLE ASSURANCE
THAT TRANSACTIONS ARE RECORDED AS NECESSARY TO PERMIT PREPARATION OF FINANCIAL
STATEMENTS IN ACCORDANCE WITH GAAP, AND TO MAINTAIN ASSET ACCOUNTABILITY;
(III) ACCESS TO ASSETS IS PERMITTED ONLY IN ACCORDANCE WITH MANAGEMENT'S GENERAL
OR SPECIFIC AUTHORIZATION; AND (IV) THE RECORDED ACCOUNTABILITY FOR ASSETS IS
COMPARED WITH THE EXISTING ASSETS AT REASONABLE INTERVALS AND APPROPRIATE ACTION
IS TAKEN WITH RESPECT TO ANY DIFFERENCES.
(27)
ABSENCE OF MANIPULATION. EACH OF THE COMPANY AND
THE OPERATING PARTNERSHIP HAS NOT TAKEN AND WILL NOT TAKE, DIRECTLY OR
INDIRECTLY, ANY ACTION DESIGNED TO OR THAT WOULD CONSTITUTE OR THAT MIGHT
REASONABLY BE EXPECTED TO CAUSE OR RESULT IN THE STABILIZATION OR MANIPULATION
OF THE PRICE OF ANY SECURITY TO FACILITATE THE SALE OR RESALE OF THE SHARES.
(28)
ERISA. EXCEPT AS SET FORTH IN THE COMPANY'S
FINANCIAL STATEMENTS, EACH OF THE COMPANY AND THE OPERATING PARTNERSHIP DOES NOT
HAVE ANY MATERIAL LIABILITIES UNDER THE EMPLOYEE RETIREMENT INCOME SECURITY ACT
OF 1974, AS AMENDED, OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED FROM TIME TO TIME
(29)
REIT STATUS. COMMENCING WITH ITS TAXABLE YEAR
ENDED DECEMBER 31, 2004, THE COMPANY HAS BEEN ORGANIZED AND OPERATED IN
CONFORMITY WITH THE REQUIREMENTS FOR QUALIFICATION AND TAXATION AS A REAL ESTATE
INVESTMENT TRUST ("REIT") UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED,
AND THE REGULATIONS AND PUBLISHED INTERPRETATIONS THEREUNDER (COLLECTIVELY, THE
"CODE"), AND THE COMPANY'S CURRENT AND PROPOSED METHOD OF OPERATIONS AS
DESCRIBED IN THE PROSPECTUS WILL ENABLE IT TO CONTINUE TO MEET THE REQUIREMENTS
FOR QUALIFICATION AND TAXATION AS A REIT UNDER THE CODE.
(30)
TAX RETURNS. ALL TAX RETURNS REQUIRED TO BE
FILED AS OF THE DATE HEREOF BY THE COMPANY AND EACH OF IS SUBSIDIARIES HAVE BEEN
TIMELY FILED (OR VALID EXTENSIONS TO SUCH FILINGS HAVE BEEN OBTAINED), ALL SUCH
TAX RETURNS ARE TRUE, CORRECT AND COMPLETE IN ALL MATERIAL RESPECTS, AND ALL
MATERIAL TAXES AND OTHER ASSESSMENTS OF A SIMILAR NATURE (WHETHER IMPOSED
DIRECTLY OR THROUGH WITHHOLDING) INCLUDING ANY INTEREST, ADDITIONS TO TAX OR
PENALTIES APPLICABLE THERETO DUE OR CLAIMED TO BE DUE FROM SUCH ENTITIES HAVE
BEEN PAID, OTHER THAN THOSE BEING CONTESTED IN GOOD FAITH AND FOR WHICH ADEQUATE
RESERVES HAVE BEEN PROVIDED.
(31)
RELATED PARTY TRANSACTIONS. THERE ARE NO
BUSINESS RELATIONSHIPS OR RELATED-PARTY TRANSACTIONS INVOLVING THE COMPANY, THE
OPERATING PARTNERSHIP OR THE MANAGER REQUIRED TO BE DESCRIBED IN THE PROSPECTUS
WHICH HAVE NOT BEEN SO DESCRIBED AS REQUIRED.
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(32)
NO UNLAWFUL CONTRIBUTIONS OR OTHER PAYMENTS.