THIS AGREEMENT INCLUDING SELLER'S REPRESENTATIONS AND WARRANTIES UNDER
SECTION 11.1 HEREOF, HAS MADE AND ENTERED INTO THIS AGREEMENT BASED UPON SUCH
INSPECTION AND INVESTIGATION AND ITS OWN EXAMINATION OF THE CONDITION OF THE
PROPERTY.
11.2.4
PURCHASER RELIANCE.
PURCHASER IS EXPERIENCED IN AND KNOWLEDGEABLE
ABOUT THE OWNERSHIP AND MANAGEMENT OF REAL ESTATE, 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.
PURCHASER AGREES THAT,
NOTWITHSTANDING THE FACT THAT IT HAS RECEIVED CERTAIN INFORMATION FROM SELLER OR
ITS AGENTS OR CONSULTANTS, PURCHASER 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.
PURCHASER REPRESENTS, WARRANTS AND COVENANTS THAT IT IS NOT
USING THE ASSETS OF ANY (I) "EMPLOYEE BENEFIT PLAN" (WITHIN THE MEANING OF
SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
("ERISA")), (II) "PLAN" (WITHIN THE MEANING OF SECTION 4975(E)(1) OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE")) OR (III) ENTITY WHOSE
UNDERLYING ASSETS INCLUDE "PLAN ASSETS" BY REASON OF A PLAN'S INVESTMENT IN SUCH
ENTITY, TO FUND ITS PURCHASE OF THE PROPERTY UNDER THIS AGREEMENT.
11.2.6
PATRIOT ACT.
(1)
PURCHASER IS IN COMPLIANCE WITH THE REQUIREMENTS OF THE ORDERS.
FURTHER, PURCHASER 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.
(2)
NEITHER PURCHASER NOR ANY BENEFICIAL OWNER OF PURCHASER:
(A)
IS LISTED ON THE LISTS;
(B)
IS A PERSON OR ENTITY WHO HAS BEEN DETERMINED BY COMPETENT
AUTHORITY TO BE SUBJECT TO THE PROHIBITIONS CONTAINED IN THE ORDERS; OR
(C)
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.
11.2.7
PATRIOT ACT NOTICE.
PURCHASER HEREBY COVENANTS AND AGREES THAT IF
PURCHASER OBTAINS KNOWLEDGE THAT PURCHASER OR ANY OF ITS BENEFICIAL OWNERS
BECOMES LISTED ON THE LISTS OR IS INDICTED, ARRAIGNED, OR CUSTODIALLY DETAINED
ON CHARGES INVOLVING
21
MONEY LAUNDERING OR PREDICATE CRIMES TO MONEY LAUNDERING, PURCHASER SHALL
IMMEDIATELY NOTIFY SELLER IN WRITING, AND IN SUCH EVENT, SELLER SHALL HAVE THE
RIGHT TO TERMINATE THIS AGREEMENT WITHOUT PENALTY OR LIABILITY TO PURCHASER
IMMEDIATELY UPON DELIVERY OF WRITTEN NOTICE THEREOF TO PURCHASER.
11.3
No Other Warranties and Representations.
Except as specifically set
forth in this Article XI, neither Seller nor Advisor has made, makes or has
authorized anyone to make, any warranty or representation as to the Leases, the
Service Contracts, any written materials delivered to Purchaser, the persons
preparing such materials, the truth, accuracy or completeness of such materials,
the present or