TO
SELLER'S KNOWLEDGE, NO TENANT UNDER ANY OF THE LEASES IS IN DEFAULT UNDER ITS
LEASE IN ANY MATERIAL RESPECT (BEYOND ANY APPLICABLE GRACE OR CURE PERIOD), AND
THERE ARE NO RENT DELINQUENCIES OF MORE THAN THIRTY (30) DAYS, AND (VII) TO
SELLER'S KNOWLEDGE, NO TENANT HAS PROVIDED TO LANDLORD A LETTER OF CREDIT
SECURING SUCH TENANT'S OBLIGATIONS UNDER ITS LEASE.
9.1.6
BROKERAGE AGREEMENTS.
TO SELLER'S KNOWLEDGE, THERE ARE NO LEASING
BROKERAGE AGREEMENTS, LEASING COMMISSION AGREEMENTS OR OTHER AGREEMENTS
PROVIDING FOR THE PAYMENT OF ANY AMOUNT FOR LEASING ACTIVITIES WITH RESPECT TO
THE PROPERTY EXCEPT AS SET FORTH IN LEASES OR ON EXHIBIT P.
9.1.7
ENVIRONMENTAL.
TO SELLER'S KNOWLEDGE, EXCEPT AS DISCLOSED IN THE
ENVIRONMENTAL REPORTS LISTED ON EXHIBIT Q, THERE HAVE BEEN NO RELEASES OF
HAZARDOUS SUBSTANCES OR HAZARDOUS MATERIALS ON THE PROPERTY IN VIOLATION OF
APPLICABLE ENVIRONMENTAL LAWS.
9.1.8
CONDITION OF THE PROPERTY.
WITHIN THE ONE (1) YEAR PERIOD PRIOR TO
THE DATE OF THIS AGREEMENT, SELLER HAS NOT RECEIVED WRITTEN NOTICE FROM ANY
GOVERNMENTAL AUTHORITY HAVING JURISDICTION OVER THE PROPERTY OF ANY VIOLATION OF
ANY APPLICABLE LAW, RULE, REGULATION OR CODE OF ANY SUCH GOVERNMENTAL AUTHORITY,
WHICH HAS NOT BEEN CURED OR REMEDIED.
9.1.9
NO EMPLOYEES.
THERE ARE NO PERSONS NOW EMPLOYED BY SELLER, AN
AFFILIATE OF SELLER, OR A PROPERTY MANAGER OF THE PROPERTY WHO PURCHASER WILL BE
OBLIGATED TO HIRE OR RETAIN AT OR AFTER CLOSING.
9.1.10
CERTIFICATES OF OCCUPANCY.
SELLER HAS NOT RECEIVED WRITTEN NOTICE
OF ANY ACTUAL CANCELLATION OR SUSPENSION, OR PENDING PROCEEDINGS TO CANCEL OR
SUSPEND, ANY CERTIFICATES OF OCCUPANCY FOR ANY PORTION OF THE REAL PROPERTY.
9.1.11
NO BANKRUPTCY
SELLER HAS NOT (A) MADE A GENERAL ASSIGNMENT FOR THE
BENEFIT OF CREDITORS, (B) FILED ANY VOLUNTARY PETITION IN BANKRUPTCY OR SUFFERED
THE FILING OF ANY INVOLUNTARY PETITION BY SELLER'S CREDITORS, (C) SUFFERED THE
APPOINTMENT OF A RECEIVER TO TAKE POSSESSION OF ALL, OR SUBSTANTIALLY ALL, OF
SELLER'S ASSETS, (D) SUFFERED THE ATTACHMENT OR OTHER JUDICIAL SEIZURE OF ALL,
OR SUBSTANTIALLY
16
ALL, OF SELLER'S ASSETS, (E) ADMITTED IN WRITING ITS INABILITY TO PAY ITS DEBTS
AS THEY COME DUE, OR (F) MADE AN OFFER OF SETTLEMENT, EXTENSION OR COMPOSITION
TO ITS CREDITORS GENERALLY.
9.1.12
EXECUTIVE ORDER.
(A)
SELLER IS IN COMPLIANCE WITH THE REQUIREMENTS OF EXECUTIVE ORDER
NO. 13224, 66 FED. REG. 49079 (SEPT. 23, 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").
(B)
NEITHER SELLER NOR ANY BENEFICIAL OWNER OF SELLER:
(I)
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