THE VALUE OF
PURCHASER'S INTEREST IN THE PROPERTY, TAKING INTO ACCOUNT SELLER'S OBLIGATIONS
AS "LESSEE" UNDER THE LEASE, AND RUNNING AS A COVENANT WITH THE LAND SUCH THAT
THE PROPERTY WOULD BE SUBJECT THERETO FROM AND AFTER THE CLOSING (THE "PROPERTY
DOCUMENTS").
12
(L)
SELLER'S DESIGNATED REPRESENTATIVES SERVE IN POSITIONS THAT MAKE
THEM THE APPROPRIATE PERSONS TO MAKE STATEMENTS QUALIFIED HEREIN BY "SELLER'S
KNOWLEDGE."
SECTION 15.
REPRESENTATIONS AND WARRANTIES OF PURCHASER.
PURCHASER
REPRESENTS AND WARRANTS TO SELLER THE FOLLOWING:
(A)
PURCHASER IS A LIMITED LIABILITY COMPANY, DULY ORGANIZED OR
FORMED, VALIDLY EXISTING AND IN GOOD STANDING UNDER THE LAWS OF THE STATE OF
DELAWARE AND IS QUALIFIED TO DO BUSINESS IN THE STATE.
(B)
PURCHASER HAS THE LAWFUL RIGHT, POWER, AUTHORITY AND CAPACITY TO
CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THE LEASE IN
ACCORDANCE WITH THE TERMS, PROVISIONS AND CONDITIONS OF, RESPECTIVELY, THIS
AGREEMENT AND THE LEASE.
(C)
EACH OF THIS AGREEMENT AND THE LEASE HAS BEEN DULY AUTHORIZED BY
ALL NECESSARY CORPORATE ACTION ON THE PART OF PURCHASER. THIS AGREEMENT AND THE
LEASE HAVE BEEN DULY EXECUTED AND DELIVERED BY PURCHASER, AND THE EXECUTION,
DELIVERY AND PERFORMANCE BY PURCHASER OF ITS OBLIGATIONS UNDER THIS AGREEMENT
AND THE LEASE DO NOT AND WILL NOT (I) REQUIRE ANY APPROVAL OF THE EQUITY OWNERS
OF PURCHASER OR ANY APPROVAL OR CONSENT OF ANY TRUSTEE OR HOLDER OF ANY
INDEBTEDNESS OR OBLIGATION OF PURCHASER OR ANY OTHER PERSON OTHER THAN SUCH
CONSENTS AND APPROVALS AS HAVE BEEN OBTAINED, (II) CONTRAVENE ANY APPLICABLE LAW
BINDING ON PURCHASER OR (III) CONTRAVENE OR RESULT IN ANY BREACH OF OR
CONSTITUTE ANY DEFAULT UNDER PURCHASER'S ORGANIZATIONAL DOCUMENTS, OR ANY
INDENTURE, MORTGAGE, LOAN AGREEMENT, LEASE OR OTHER AGREEMENT OR INSTRUMENT TO
WHICH PURCHASER IS A PARTY OR BY WHICH PURCHASER IS BOUND, OR RESULT IN THE
CREATION OF ANY LIEN UPON ANY PROPERTY OF PURCHASER, WHERE SUCH BREACH, DEFAULT
OR CREATION OF LIEN WOULD HAVE A MATERIAL ADVERSE EFFECT ON THE ABILITY OF
PURCHASER TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT OR THE LEASE.
(D)
THIS AGREEMENT AND THE LEASE CONSTITUTE, THE LEGAL, VALID AND
BINDING OBLIGATION OF PURCHASER, ENFORCEABLE AGAINST PURCHASER IN ACCORDANCE
WITH THEIR RESPECTIVE TERMS, EXCEPT AS MAY BE LIMITED BY BANKRUPTCY, INSOLVENCY,
REORGANIZATION, MORATORIUM OR OTHER SIMILAR LAWS AFFECTING CREDITORS RIGHTS
GENERALLY AND BY GENERAL EQUITY PRINCIPLES
(E)
ALL AUTHORIZATIONS, CONSENTS OR APPROVALS BY ANY GOVERNMENTAL
AUTHORITY REQUIRED IN CONNECTION WITH THE EXECUTION, DELIVERY AND PERFORMANCE BY
PURCHASER OF THIS AGREEMENT AND THE LEASE HAVE BEEN OBTAINED, GIVEN OR MADE.
(F)
THERE ARE NO ACTIONS, SUITS OR PROCEEDINGS PENDING OR, TO
PURCHASER'S KNOWLEDGE, THREATENED AGAINST OR AFFECTING PURCHASER.
(G)
NEITHER PURCHASER NOR ANY PERSON WHO OWNS A DIRECT OR INDIRECT
INTEREST IN OR OTHERWISE CONTROLS PURCHASER IS (I) LISTED ON THE SPECIALLY
DESIGNATED NATIONALS AND BLOCKED PERSONS LIST OR ANY OTHER SIMILAR LIST
MAINTAINED BY THE OFFICE OF FOREIGN ASSETS CONTROL, DEPARTMENT OF THE TREASURY,
PURSUANT TO ANY AUTHORIZING STATUTE, EXECUTIVE ORDER OR REGULATION, (II) A
"SPECIALLY DESIGNATED GLOBAL TERRORIST" OR