IS, A "FOREIGN PERSON" AS SUCH TERM IS DEFINED UNDER
SECTION 1445(1)(3) OF THE INTERNAL REVENUE CODE.
(O)
TAX MATTERS.
NO CLAIM HAS EVER BEEN RECEIVED BY ANY SELLER FROM A
TAXING AUTHORITY IN A JURISDICTION WHERE SUCH SELLER DOES NOT FILE TAX RETURNS
THAT IT IS OR MAY BE SUBJECT TO TAXATION BY THAT JURISDICTION OR THAT IT MUST
FILE TAX RETURNS IN SUCH JURISDICTION.
(P)
COMPLIANCE WITH ERISA.
SELLER HAS PROVIDED PURCHASER,
CONTEMPORANEOUSLY WITH THE EXECUTION OF THIS AGREEMENT, A BROCHURE WHICH SETS
FORTH A LIST OF EACH EMPLOYEE BENEFIT PLAN (INCLUDING WITHOUT LIMITATION EACH
"EMPLOYEE BENEFIT PLAN," WITHIN THE MEANING OF SECTION 3 OF THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA")) AND EVERY OTHER
EMPLOYEE BENEFIT PLAN OR ARRANGEMENT OPERATED AND ADMINISTERED BY ANY SELLER
PARTY (EACH A "PLAN").
EACH PLAN HAS BEEN OPERATED AND ADMINISTERED IN MATERIAL
COMPLIANCE WITH ALL APPLICABLE LAWS, RULES AND REGULATIONS OF ANY FEDERAL,
STATE, CITY OR COUNTY GOVERNMENT OR ANY AGENCY, BODY, OR SUBDIVISION THEREOF
HAVING JURISDICTION.
NO SELLER PARTY HAS INCURRED ANY LIABILITY PURSUANT TO
TITLE I OR IV OF ERISA OR THE PENALTY OR EXCISE TAX PROVISIONS OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED TO DATE (THE "REVENUE CODE"), RELATING TO
EMPLOYEE BENEFIT PLANS (AS DEFINED IN SECTION 3 OF ERISA), AND NO EVENT,
TRANSACTION OR CONDITION HAS OCCURRED OR EXISTS THAT COULD REASONABLY BE
EXPECTED TO RESULT IN THE INCURRENCE OF ANY SUCH LIABILITY BY ANY SELLER PARTY
OR ANY ERISA AFFILIATE OF ANY SELLER PARTY, OR IN THE IMPOSITION OF ANY LIEN ON
ANY OF THE RIGHTS, PROPERTIES OR ASSETS OF ANY SELLER PARTY, IN EITHER CASE
PURSUANT TO TITLE I OR IV OF ERISA OR TO SUCH PENALTY OR EXCISE TAX PROVISIONS
OR TO SECTION 401(A)(29) OR 412 OF THE REVENUE CODE OR SECTION 4068 OF ERISA,
OTHER THAN SUCH LIABILITIES OR LIENS AS WOULD NOT BE INDIVIDUALLY OR IN THE
AGGREGATE MATERIAL.
FOR PURPOSES OF THIS SECTION, AN
15
"ERISA AFFILIATE"
SHALL MEAN ANY NATURAL PERSON OR ENTITY OF ANY KIND (EACH, A
"PERSON") AND/OR SUCH PERSON'S SUBSIDIARIES OR ANY TRADE OR BUSINESS (WHETHER OR
NOT INCORPORATED) WHICH IS UNDER COMMON CONTROL WITH SUCH PERSON OR SUCH
PERSON'S SUBSIDIARIES OR WHICH IS TREATED AS A SINGLE EMPLOYER WITH SUCH PERSON
OR SUCH PERSON'S SUBSIDIARIES UNDER SECTION 414(B), (C), (M) OR (O) OF THE
REVENUE CODE OR SECTION 4001(B)(1) OF ERISA.
(Q)
OPERATING STATEMENTS.
SELLER HAS PROVIDED PURCHASER WITH COMPLETE
AND ACCURATE COPIES OF THE MONTHLY OPERATING STATEMENTS FOR THE PROPERTY FOR THE
2008 CALENDAR YEAR THROUGH AUGUST 31, 2008 (COLLECTIVELY, THE "OPERATING
STATEMENTS").
THE OPERATING STATEMENTS ARE THE OPERATING STATEMENTS USED BY THE
SELLER PARTIES IN THE OWNERSHIP AND OPERATION OF THE PROPERTY, AND, EXCEPT AS
OTHERWISE NOTED THEREIN, ARE COMPLETE AND ACCURATE, DO NOT CONTAIN ANY UNTRUE
STATEMENT OF A MATERIAL FACT OR OMIT TO STATE A MATERIAL FACT REQUIRED BY GAAP
TO BE STATED THEREIN OR NECESSARY IN ORDER TO MAKE THE STATEMENTS CONTAINED
THEREIN NOT