subject to no exceptions
other than the following ("Permitted Exceptions"):
(A)
LIENS FOR LOCAL REAL ESTATE TAXES, PILOT AND ASSESSMENTS NOT YET
DUE AND PAYABLE;
(B)
THE EXCEPTIONS SET FORTH ON SCHEDULE 4.2 ATTACHED HERETO; AND
(C)
SUCH OTHER EXCEPTIONS AS BUYER HAS APPROVED OR WAIVED IN WRITING.
ARTICLE V
INTENTIONALLY OMITTED
ARTICLE VI
BUYER'S REPRESENTATIONS AND WARRANTIES
Section 6.1
Representations and Warranties of Buyer. Buyer represents
and warrants to Seller that as of the date hereof and the Closing Date:
(A)
BUYER IS A DELAWARE LIMITED PARTNERSHIP, DULY ORGANIZED, VALIDLY
EXISTING AND IN GOOD STANDING UNDER THE LAWS OF DELAWARE AND DULY AUTHORIZED TO
CONDUCT BUSINESS AS A FOREIGN ENTITY IN THE STATE OF NEW YORK. BUYER'S PRINCIPAL
PLACE OF BUSINESS IS C/O W.P. CAREY & CO. LLC, 50 ROCKEFELLER PLAZA, 2ND FLOOR,
NEW YORK, NY 10020.
(B)
BUYER HAS FULL POWER, AUTHORITY AND LEGAL RIGHT TO PURCHASE THE
PROPERTY FROM SELLER AND EXECUTE AND DELIVER THIS AGREEMENT AND THE LEASE
AGREEMENT, EXECUTE AND DELIVER SUCH INSTRUMENTS, DOCUMENTS AND AGREEMENTS AS MAY
BE NECESSARY OR APPROPRIATE TO EFFECT THE FOREGOING TRANSACTIONS, AND PERFORM
AND OBSERVE THE TERMS AND CONDITIONS OF EACH OF THE DOCUMENTS DESCRIBED ABOVE.
6
(C)
THIS AGREEMENT AND ALL OTHER DOCUMENTS EXECUTED BY BUYER WHICH ARE
TO BE DELIVERED TO SELLER AT THE CLOSING (I) ARE OR AT THE TIME OF THE CLOSING
WILL BE DULY AUTHORIZED, EXECUTED AND DELIVERED BY BUYER, (II) ARE OR AT THE
TIME OF THE CLOSING WILL BE LEGAL, VALID AND BINDING OBLIGATIONS OF BUYER
ENFORCEABLE AGAINST BUYER IN ACCORDANCE WITH THEIR TERMS, (III) DO NOT AND AT
THE TIME OF CLOSING WILL NOT VIOLATE ANY OF BUYER'S CHARTER DOCUMENTS AND
(IV) DO NOT AND AT THE TIME OF CLOSING WILL NOT CONFLICT WITH OR RESULT IN THE
BREACH OF ANY JUDGMENT, DECREE, WRIT, INJUNCTION, ORDER OR AWARD OF ANY
ARBITRATOR, COURT OR GOVERNMENTAL AUTHORITY BINDING UPON BUYER, OR RESULT IN THE
BREACH OF ANY TERM OR PROVISION OF, OR CONSTITUTE A DEFAULT, OR RESULT IN THE
ACCELERATION OF ANY OBLIGATION UNDER ANY LOAN AGREEMENT, INDENTURE, FINANCING
AGREEMENT, OR ANY OTHER AGREEMENT OR INSTRUMENT OF ANY KIND TO WHICH BUYER IS A
PARTY OR TO WHICH BUYER OR THE PROPERTY IS SUBJECT.
(D)
BUYER IS NOT A FOREIGN CORPORATION, FOREIGN PARTNERSHIP, FOREIGN
TRUST AND/OR FOREIGN ESTATE (AS THOSE TERMS ARE DEFINED IN THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED AND IN THE ACCOMPANYING REGULATIONS), AND BUYER'S U.S.
EMPLOYER IDENTIFICATION NUMBER IS
80-0334693.
(E)
NEITHER BUYER NOR ANY MEMBER OF BUYER IS A SPECIALLY DESIGNATED
NATIONAL OR BLOCKED PERSON. AS USED HEREIN, THE TERM "SPECIALLY DESIGNATED
NATIONAL OR BLOCKED PERSON" SHALL MEAN A PERSON OR ENTITY (I) DESIGNATED BY THE
DEPARTMENT OF TREASURY'S OFFICE OF FOREIGN ASSETS CONTROL, OR OTHER GOVERNMENTAL
ENTITY, FROM TIME TO TIME AS A "SPECIALLY DESIGNATED NATIONAL OR BLOCKED PERSON"
OR SIMILAR STATUS, (II) DESCRIBED IN SECTION 1 OF U.S. EXECUTIVE ORDER 13224
ISSUED ON SEPTEMBER 23, 2001, OR (III) OTHERWISE IDENTIFIED BY GOVERNMENT OR
LEGAL