CONNECTION WITH THE PROPERTY.
TO SELLER'S KNOWLEDGE, THERE
ARE NO SERVICE CONTRACTS OTHER THAN THOSE LISTED ON EXHIBIT E.
(I)
ENVIRONMENTAL MATTERS.
TO SELLER'S KNOWLEDGE, EXCEPT AS SET
FORTH IN THE REPORTS DESCRIBED IN EXHIBIT M (THE "ENVIRONMENTAL REPORTS"),
SELLER HAS NOT RECEIVED WRITTEN NOTICE OF ANY VIOLATIONS OF ENVIRONMENTAL LAWS
AT OR UPON THE PROPERTIES.
(J)
COMPLIANCE.
TO SELLER'S KNOWLEDGE, IN THE TWO (2) YEARS PRIOR TO
THE EFFECTIVE DATE, SELLER HAS RECEIVED NO WRITTEN NOTICE FROM ANY AUTHORITIES
TO THE EFFECT THAT THE PROPERTY IS NOT IN COMPLIANCE WITH ANY GOVERNMENTAL
REGULATIONS (A "VIOLATION NOTICE"), AND THE SELLER HAS NOT RECEIVED ANY
VIOLATION NOTICES PRIOR TO SUCH DATE THAT HAVE NOT BEEN CURED.
(K)
COMPANY EMPLOYEES.
ATTACHED HERETO AS EXHIBIT N IS A TRUE,
CORRECT AND COMPLETE LIST OF THE COMPANY EMPLOYEES TOGETHER WITH THE SALARY AND
BONUS PAYABLE TO EACH SUCH COMPANY EMPLOYEE AS OF THE EFFECTIVE DATE.
(L)
LEASING COMMISSIONS.
TO SELLER'S KNOWLEDGE, AS OF THE EFFECTIVE
DATE, THERE ARE NO POTENTIAL LEASING COMMISSIONS FOR WHICH PURCHASER MAY BE
LIABLE POST-CLOSING OTHER THAN AS MAY BE SET FORTH IN THE COMMISSION AGREEMENTS
LISTED ON EXHIBIT Q ANNEXED HERETO AND MADE A PART HEREOF OR IN THE LEASES.
TO
SELLER'S KNOWLEDGE, THE DOCUMENTS MADE AVAILABLE TO PURCHASER PURSUANT TO
SECTION 5.2 HEREOF INCLUDE TRUE, CORRECT AND COMPLETE COPIES OF ALL OF THE
COMMISSION AGREEMENTS LISTED ON EXHIBIT Q.
(M)
MANAGEMENT FEES.
AT CLOSING, THERE SHALL BE NO UNPAID MANAGEMENT
FEES WITH THE RESPECT TO THE PROPERTY.
(N)
REAL ESTATE TAX APPEALS.
ATTACHED HERETO AS EXHIBIT P IS A TRUE,
CORRECT AND COMPLETE LIST OF ALL PENDING REAL ESTATE TAX APPEALS WITH RESPECT TO
THE PROPERTY.
(O)
OFAC.
NEITHER SELLER, NOR ANY OFFICER, DIRECTOR, SHAREHOLDER,
PARTNER, INVESTOR OR MEMBER OF SELLER IS NAMED BY ANY EXECUTIVE ORDER OF THE
UNITED STATES TREASURY DEPARTMENT AS A TERRORIST, A "SPECIALLY DESIGNATED
NATIONAL AND BLOCKED PERSON," OR ANY OTHER BANNED OR BLOCKED PERSON, ENTITY,
NATION OR TRANSACTION PURSUANT TO ANY LAW, ORDER, RULE OR REGULATION THAT IS
ENFORCED OR ADMINISTERED BY THE OFFICE OF FOREIGN ASSETS CONTROL (COLLECTIVELY,
AN "IDENTIFIED TERRORIST".)
SELLER IS NOT ENGAGING IN THIS TRANSACTION ON THE
BEHALF OF, EITHER DIRECTLY OR INDIRECTLY, ANY IDENTIFIED TERRORIST.
(P)
HISTORICAL OPERATING STATEMENTS.
TO SELLER'S KNOWLEDGE, THE
HISTORICAL OPERATING STATEMENTS TO BE PROVIDED TO PURCHASER FOR REVIEW PURSUANT
TO SECTION 5.2 ABOVE, SHALL
ACCURATELY SET FORTH, IN ALL MATERIAL RESPECTS, THE OPERATING INCOME AND
EXPENSES OF THE PROPERTY FOR THE PAST THREE YEARS.
SECTION 8.2
PURCHASER'S REPRESENTATIONS AND WARRANTIES.
PURCHASER
REPRESENTS AND WARRANTS TO SELLER THE FOLLOWING, WHICH REPRESENTATIONS AND
WARRANTIES SHALL BE TRUE AS OF THE EFFECTIVE DATE AND AT CLOSING:
(A)
STATUS. PURCHASER IS A DULY ORGANIZED AND VALIDLY EXISTING LIMITED
LIABILITY COMPANY UNDER THE LAWS OF THE STATE OF DELAWARE.
(B)
AUTHORITY. THE EXECUTION AND DELIVERY OF THIS AGREEMENT AND THE
PERFORMANCE OF PURCHASER'S OBLIGATIONS HEREUNDER HAVE BEEN DULY AUTHORIZED BY
ALL NECESSARY ACTION ON THE PART OF PURCHASER AND THIS AGREEMENT CONSTITUTES THE
LEGAL, VALID AND