OWNERSHIP AND MANAGEMENT OF COMMERCIAL REAL ESTATE PROPERTIES, AND IT HAS RELIED
AND WILL RELY EXCLUSIVELY ON ITS OWN CONSULTANTS, ADVISORS, COUNSEL, EMPLOYEES,
AGENTS, PRINCIPALS AND/OR STUDIES, INVESTIGATIONS AND/OR INSPECTIONS WITH
RESPECT TO THE PROPERTY, ITS CONDITION, VALUE AND POTENTIAL.
BUYER AGREES THAT,
NOTWITHSTANDING THE FACT THAT IT HAS RECEIVED CERTAIN INFORMATION FROM SELLER OR
ITS AGENTS OR CONSULTANTS, BUYER HAS RELIED SOLELY UPON AND WILL CONTINUE TO
RELY SOLELY UPON ITS OWN ANALYSIS AND WILL NOT RELY ON ANY INFORMATION PROVIDED
BY SELLER OR ITS AGENTS OR CONSULTANTS, EXCEPT AS EXPRESSLY SET FORTH IN SECTION
11.1.
11.2.5
ERISA.
IN CONNECTION WITH THE ACQUISITION OF THE PROPERTY WHICH IS
THE SUBJECT OF THIS AGREEMENT, BUYER IS NOT USING THE ASSETS OF ANY EMPLOYEE
BENEFIT PLAN (WITHIN THE MEANING OF SECTION 3(3) OF THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED).
11.2.6
PATRIOT ACT.
(I)
BUYER IS IN COMPLIANCE WITH THE REQUIREMENTS OF EXECUTIVE ORDER
NO. 133224, 66 FED. REG. 49079 (SEPT. 25, 2001) (THE "ORDER") AND OTHER SIMILAR
REQUIREMENTS CONTAINED IN THE RULES AND REGULATIONS OF THE OFFICE OF FOREIGN
ASSETS CONTROL, DEPARTMENT OF THE TREASURY ("OFAC") AND IN ANY ENABLING
LEGISLATION OR OTHER EXECUTIVE ORDERS OR REGULATIONS IN RESPECT THEREOF (THE
ORDER AND SUCH OTHER RULES, REGULATIONS, LEGISLATION, OR ORDERS ARE COLLECTIVELY
CALLED THE "ORDERS").
FURTHER, BUYER COVENANTS AND AGREES TO MAKE ITS POLICIES,
PROCEDURES AND PRACTICES REGARDING COMPLIANCE WITH THE ORDERS, IF ANY, AVAILABLE
TO SELLER FOR ITS REVIEW AND INSPECTION DURING NORMAL BUSINESS HOURS AND UPON
REASONABLE PRIOR NOTICE.
(II)
NEITHER BUYER NOR ANY BENEFICIAL OWNER OF BUYER:
(1)
IS LISTED ON THE SPECIALLY DESIGNATED NATIONALS AND BLOCKED
PERSONS LIST MAINTAINED BY OFAC PURSUANT TO THE ORDER AND/OR ON ANY OTHER LIST
OF TERRORISTS OR TERRORIST ORGANIZATIONS MAINTAINED PURSUANT TO ANY OF THE RULES
AND REGULATIONS OF OFAC OR PURSUANT TO ANY OTHER APPLICABLE ORDERS (SUCH LISTS
ARE COLLECTIVELY REFERRED TO AS THE "LISTS");
(2)
IS A PERSON OR ENTITY WHO HAS BEEN DETERMINED BY COMPETENT
AUTHORITY TO BE SUBJECT TO THE PROHIBITIONS CONTAINED IN THE ORDERS; OR
19
(3)
IS OWNED OR CONTROLLED BY, OR ACTS FOR OR ON BEHALF OF, ANY PERSON
OR ENTITY ON THE LISTS OR ANY OTHER PERSON OR ENTITY WHO HAS BEEN DETERMINED BY
COMPETENT AUTHORITY TO BE SUBJECT TO THE PROHIBITIONS CONTAINED IN THE ORDERS.
(III)
BUYER HEREBY COVENANTS AND AGREES THAT IF BUYER OBTAINS KNOWLEDGE
THAT BUYER OR ANY OF ITS BENEFICIAL OWNERS BECOMES LISTED ON THE LISTS OR IS
INDICTED, ARRAIGNED, OR CUSTODIALLY DETAINED ON CHARGES INVOLVING MONEY
LAUNDERING OR PREDICATE CRIMES TO MONEY LAUNDERING, BUYER SHALL IMMEDIATELY
NOTIFY SELLER IN WRITING, AND IN SUCH EVENT, SELLER SHALL HAVE THE RIGHT TO
TERMINATE THIS AGREEMENT WITHOUT PENALTY OR LIABILITY TO BUYER IMMEDIATELY UPON
DELIVERY OF WRITTEN NOTICE THEREOF TO BUYER.
11.3
NO OTHER WARRANTIES AND REPRESENTATIONS.
EXCEPT AS SPECIFICALLY
SET FORTH IN THIS ARTICLE XI, NEITHER SELLER NOR BUYER HAVE MADE, MAKE OR HAVE
AUTHORIZED ANYONE TO MAKE, ANY WARRANTY OR REPRESENTATION AS TO THE