rely upon, and shall
incur no liability to Seller in acting upon, any request or other communication
that Buyer reasonably believes to have been given or made by a person authorized
to enter into a Transaction on Seller's behalf.
13.
REPRESENTATIONS AND WARRANTIES
Seller hereby represents and warrants, and shall on and as of the Purchase Date
for any Transaction and on and as of each date thereafter through and including
the related Repurchase Date be deemed to represent and warrant, that:
A)
EXISTENCE.
THE SELLER (A) IS A CORPORATION
DULY ORGANIZED, VALIDLY EXISTING AND IN GOOD STANDING UNDER THE LAWS OF THE
JURISDICTION OF ITS ORGANIZATION AND QUALIFIES AS A REAL ESTATE INVESTMENT TRUST
UNDER SECTION 856 OF THE CODE AND IS IN COMPLIANCE WITH ALL PROVISIONS OF THE
CODE GOVERNING ITS STATUS AS A REAL ESTATE INVESTMENT TRUST, (B) HAS ALL
REQUISITE CORPORATE OR OTHER POWER, AND HAS ALL GOVERNMENTAL LICENSES,
AUTHORIZATIONS, CONSENTS AND APPROVALS, NECESSARY TO OWN ITS ASSETS AND CARRY ON
ITS BUSINESS AS NOW BEING, OR AS PROPOSED TO BE, CONDUCTED, EXCEPT WHERE THE
LACK OF SUCH LICENSES, AUTHORIZATIONS, CONSENTS AND APPROVALS WOULD NOT BE
REASONABLY
24
LIKELY TO HAVE A MATERIAL ADVERSE EFFECT, (C) IS QUALIFIED TO DO BUSINESS AND IS
IN GOOD STANDING IN ALL OTHER JURISDICTIONS IN WHICH THE NATURE OF THE BUSINESS
CONDUCTED BY IT MAKES SUCH QUALIFICATION NECESSARY, EXCEPT WHERE FAILURE SO TO
QUALIFY WOULD NOT BE REASONABLY LIKELY (EITHER INDIVIDUALLY OR IN THE AGGREGATE)
TO HAVE A MATERIAL ADVERSE EFFECT, AND (D) IS IN COMPLIANCE IN ALL MATERIAL
RESPECTS WITH ALL REQUIREMENTS OF LAW, EXCEPT WHERE FAILURE SO TO COMPLY WOULD
NOT HAVE A MATERIAL ADVERSE EFFECT.
B)
FINANCIAL CONDITION.
THE SELLER HAS
HERETOFORE FURNISHED TO THE BUYER A COPY OF ITS AUDITED CONSOLIDATED BALANCE
SHEETS WHICH INCLUDE ITS CONSOLIDATED SUBSIDIARIES, EACH AS OF DECEMBER 31,
2004.
ALL SUCH FINANCIAL STATEMENTS ARE MATERIALLY COMPLETE AND CORRECT AND
FAIRLY PRESENT THE CONSOLIDATED FINANCIAL CONDITION OF THE SELLER AND ITS
SUBSIDIARIES AND THE CONSOLIDATED RESULTS OF THEIR OPERATIONS FOR THE FISCAL
YEAR ENDED ON SAID DATE, ALL IN ACCORDANCE WITH GAAP APPLIED ON A CONSISTENT
BASIS. SINCE DECEMBER 31, 2004, THERE HAS BEEN NO DEVELOPMENT OR EVENT OR ANY
PROSPECTIVE DEVELOPMENT OR EVENT WHICH HAS HAD OR SHOULD REASONABLY BE EXPECTED
TO HAVE A MATERIAL ADVERSE EFFECT.
C)
LITIGATION.
THERE ARE NO ACTIONS, SUITS,
ARBITRATIONS, INVESTIGATIONS OR PROCEEDINGS PENDING OR, TO ITS KNOWLEDGE,
THREATENED AGAINST THE SELLER OR ANY OF ITS SUBSIDIARIES OR AFFECTING ANY OF THE
PROPERTY THEREOF BEFORE ANY GOVERNMENTAL AUTHORITY, (I) AS TO WHICH INDIVIDUALLY
OR IN THE AGGREGATE THERE IS A REASONABLE LIKELIHOOD OF AN ADVERSE DECISION
WHICH WOULD BE REASONABLY LIKELY TO HAVE A MATERIAL ADVERSE EFFECT OR (II) WHICH
QUESTIONS THE VALIDITY OR ENFORCEABILITY OF ANY OF THE PROGRAM DOCUMENTS OR ANY
ACTION TO BE TAKEN IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY AND
THERE IS A REASONABLE LIKELIHOOD OF A MATERIAL ADVERSE EFFECT OR ADVERSE
DECISION.
D)
NO BREACH.
NEITHER (A) THE EXECUTION