Directors. (b) Buyer represents and
warrants that (a) Buyer and each person or entity owning an interest in Buyer is
(i) not currently identified on the Specially Designated Nationals and Blocked
Persons List maintained by the OFAC and/or on any other similar List, (ii) not a
person or entity with whom a citizen of the United States is prohibited to
engage in transactions by any trade embargo, economic sanction, or other
prohibition of United States law, regulation, or Executive Order of the
President of the United States, and (iii) not an "Embargoed Person" (b) to
Buyer's actual knowledge, none of the funds or other assets of Buyer constitute
property of, or are beneficially owned, directly or indirectly, by any Embargoed
Person (as
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hereinafter defined), and (c) to Buyer's actual knowledge, no Embargoed Person
has any interest of any nature whatsoever in Buyer (whether directly or
indirectly). (c) Buyer covenants that during the entire course of the design and
construction process for the Real Property it shall, at its sole cost and
expense, hire and utilize consultants selected by Seller for civil engineering
design (Civil Engineering Consultants). (d) EXCEPT AS EXPRESSLY SET FORTH IN
THIS AGREEMENT, IT IS UNDERSTOOD AND AGREED THAT SELLER IS NOT MAKING AND HAS
NOT AT ANY TIME MADE ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER,
EXPRESS OR IMPLIED, WITH MASTER LEASE, INCLUDING, BUT NOT LIMITED TO, ANY
WARRANTIES OR REPRESENTATIONS AS TO HABITABILITY, MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, TITLE, ZONING, TAX CONSEQUENCES, LATENT OR PATENT PHYSICAL
OR ENVIRONMENTAL CONDITION, UTILITIES, OPERATING HISTORY OR PROJECTIONS,
VALUATION, GOVERNMENTAL APPROVALS, THE COMPLIANCE OF THE PROPERTY WITH
GOVERNMENTAL LAWS, THE TRUTH ACCURACY OR COMPLETENESS OF THE PROPERTY RELATED
DOCUMENTS OR ANY OTHER INFORMATION PROVIDED BY OR ON BEHALF OF SELLER TO BUYER,
OR ANY OTHER MATTER OR THING REGARDING THE SAME. BUYER ACKNOWLEDGES AND AGREES
THAT UPON THE CLOSING SELLER SHALL ACCEPT THIS PROPERTY AND ALL OF SELLER'S
INTEREST IN THE SUBSTITUTE LEASE IN "AS IS, WHERE IS CONDITION WITH ALL FAULTS
AND DEFECTS," EXCEPT TO THE EXTENT EXPRESSLY PROVIDED OTHERWISE IN THIS
AGREEMENT. (e) BUYER AGREES THAT, EXCEPT AS SPECIFICALLY SET FORTH IN THIS
AGREEMENT, BUYER IS NOT RELYING ON ANY WARRANTY OR REPRESENTATION OF SELLER OR
ANY AGENT, EMPLOYEE, REPRESENTATIVE, MEMBER OR MANAGER OF SELLER, AND THAT BUYER
IS ACQUIRING THE PROPERTY, AND ALL IMPROVEMENTS THEREON OR THEREUNDER, BASED
UPON BUYER'S EXAMINATION AND INVESTIGATION OF THE PROPERTY AND THE EXERCISE OF
BUYER'S JUDGMENT, "AS IS," "WHERE IS" SUBJECT TO ALL FAULTS AND DEFECTS AND
WITHOUT ANY EXPRESSED, IMPLIED OR STATUTORY WARRANTIES OR REPRESENTATIONS OF ANY
KIND, INCLUDING, BUT NOT LIMITED TO, MATERIALS, WORKMANSHIP, GOOD AND
WORKMANLIKE CONSTRUCTION, DESIGN, CONDITION, HABITABILITY, TENANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, ACCESS TO PUBLIC ROADS,
INCOME POTENTIAL, FUTURE VALUE, THE ENVIRONMENTAL CONDITION OF THE PROPERTY OR
THE CONDITION OR SUITABILITY OF ALL ONSITE AND OFFSITE IMPROVEMENTS, INCLUDING
COMMON AREAS, AND SELLER HEREBY DISCLAIMS ANY SUCH WARRANTY. BY THE EXPIRATION
OF THE DUE DILIGENCE PERIOD, BUYER AGREES THAT