THE MEANING OF
SECTION 3(37)(A) OF ERISA).
9.17
ASSETS.
NO PROPERTY OWNER OWNS ANY ASSETS OTHER THAN ITS
RESPECTIVE PROPERTY.
NO JOINT VENTURE ENTITY OWNS ANY ASSETS OTHER THAN ITS
INTEREST IN THE APPLICABLE PROPERTY OWNER.
9.18
TAXES.
EACH PROPERTY OWNER AND EACH 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.
35
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 APPLICABLE PROPERTY OWNER OR 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 A
PROPERTY OWNER OR BORROWER WITH RESPECT TO TAXES THAT HAVE BEEN ISSUED AND ARE
OUTSTANDING.
NO PROPERTY OWNER OR 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 DEFICIENCY OUTSTANDING OR
ASSESSED OR, TO THE KNOWLEDGE OF THE MARC PRINCIPALS, PROPOSED AGAINST A
PROPERTY OWNER OR BORROWER OR A PROPERTY THAT IS NOT REFLECTED AS A LIABILITY ON
THE FINANCIAL STATEMENTS OF THE APPLICABLE PROPERTY OWNER OR BORROWER NOR HAS A
PROPERTY OWNER OR BORROWER EXECUTED ANY AGREEMENTS OR WAIVERS EXTENDING ANY
STATUTE OF LIMITATIONS ON OR EXTENDING THE PERIOD FOR THE ASSESSMENT OR
COLLECTION OF ANY TAX.
9.19
MICHIGAN 30.
MICHIGAN 30 HAS AT ALL TIMES BEEN CLASSIFIED AND
TREATED AS A PARTNERSHIP FOR FEDERAL, STATE AND LOCAL INCOME TAX PURPOSES.
THE
TRANSACTION CONTEMPLATED HEREBY WILL NOT RESULT IN A TAX TERMINATION OF MICHIGAN
30 UNDER SECTION 708(B)(1)(B) OF THE CODE.
NO DEFICIENCY WITH RESPECT TO ANY
TAXES HAS BEEN PROPOSED, ASSERTED OR ASSESSED OR, TO THE KNOWLEDGE OF THE MARC
PRINCIPALS, THREATENED AGAINST MICHIGAN 30, NO WAIVERS OF THE TIME TO ASSESS ANY
SUCH TAXES ARE OUTSTANDING, AND NO REQUESTS FOR ANY OTHER WAIVERS ARE PENDING.
EXCEPT AS OTHERWISE SET FORTH IN THIS AGREEMENT, FIRST UNION ACKNOWLEDGES THAT
THE CONDITION OF EACH PROPERTY IS IN AN "AS IS, WHERE IS" CONDITION AND "WITH
ALL FAULTS" AS OF THE DATE OF THIS AGREEMENT AND OF THE APPLICABLE CLOSING
DATE.
EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NO REPRESENTATIONS OR
WARRANTIES HAVE BEEN MADE OR ARE MADE AND NO RESPONSIBILITY HAS BEEN OR IS
ASSUMED BY THE MARC PRINCIPALS OR BY ANY PARTNER, OFFICER, PERSON, FIRM, AGENT,
ATTORNEY, OR REPRESENTATIVE ACTING OR PURPORTING TO ACT ON BEHALF OF THE MARC
PRINCIPALS AS TO THE CONDITION OR REPAIR OF THE PROPERTIES OR THE VALUE, EXPENSE
OF OPERATION, OR INCOME POTENTIAL THEREOF OR AS TO ANY OTHER FACT