OTHER PERSON LISTED IN APPENDIX A TO
CHAPTER V OF 31 C.F.R., AS THE SAME HAS BEEN FROM TIME TO TIME UPDATED AND
AMENDED, OR (III) A PERSON EITHER (A) INCLUDED WITHIN THE TERM "DESIGNATED
NATIONAL" AS DEFINED IN THE CUBAN ASSETS CONTROL REGULATIONS, 31 C.F.R. PART 515
OR (B) DESIGNATED UNDER SECTIONS 1(A), 1(B), 1(C) OR 1(D) OF
13
EXECUTIVE ORDER NO. 13224, 66 FED. REG. 49079 (PUBLISHED SEPTEMBER 25, 2001) OR
A PERSON SIMILARLY DESIGNATED UNDER ANY RELATED ENABLING LEGISLATION OR ANY
OTHER SIMILAR EXECUTIVE ORDERS. NONE OF PURCHASER OR ANY OWNER OF A DIRECT OR
INDIRECT LEGAL OR BENEFICIAL INTEREST IN PURCHASER IS RESTRICTED OR PROHIBITED
FROM ENTERING INTO THIS AGREEMENT OR THE LEASE (EITHER DIRECTLY OR INDIRECTLY)
BY ANY UNITED STATES FEDERAL OR STATE LAW, EXECUTIVE ORDER OF THE PRESIDENT OF
THE UNITED STATES OR ANY RULE, REGULATION OR OTHER PROMULGATION OF ANY
GOVERNMENTAL AUTHORITY.
(H)
PURCHASER HAS TAKEN MEASURES TO THE EXTENT REQUIRED BY LAW
(INCLUDING THE BANK SECRECY ACT, 31 U.S.C. §§ 5311 ET SEQ., AND ALL APPLICABLE
LAWS, REGULATIONS AND GOVERNMENT GUIDANCE ON COMPLIANCE THEREWITH AND ON THE
PREVENTION AND DETECTION OF MONEY LAUNDERING VIOLATIONS UNDER 18 U.S.C. §§ 1956
AND 1957) TO ASSURE THAT (I) FUNDS TO BE USED TO PAY THE PURCHASE PRICE AND
(II) WITH RESPECT TO EACH HOLDER OF A DIRECT OR INDIRECT INTEREST IN PURCHASER,
FUNDS INVESTED BY SUCH HOLDERS IN PURCHASER, ARE DERIVED FROM LEGAL SOURCES.
THE SOURCE OF PURCHASER'S FUNDS FOR THE PAYMENT OF THE PURCHASE PRICE IS AS
FOLLOWS: (Y) PROCEEDS OF THE SALE OF U.S. REAL ESTATE HELD BY J.P. MORGAN
PROPERTY EXCHANGE INC. ON BEHALF OF WESTMINSTER PROPERTIES, LTD. AND WELLINGTON
ESTATES, LTD., INDIRECT OWNERS OF PURCHASER ("OWNERS"), AND CONTRIBUTED BY
OWNERS, THROUGH OTHER AFFILIATES (THE "OTHER AFFILIATES"), TO PURCHASER, ALL OF
WHICH OTHER AFFILIATES ARE UNITED STATES PERSONS, ARE NOT COMPETITORS OF SELLER
AND SATISFY THE U.S. "PATRIOT ACT" REQUIREMENTS;(Z) OTHER UNENCUMBERED FUNDS OF
OWNERS CONTRIBUTED BY OWNERS, THROUGH THE OTHER AFFILIATES, TO PURCHASER. ALL OF
PURCHASER'S FUNDS FOR THE PAYMENT OF THE PURCHASE PRICE ARE BEING WIRED FROM
ACCOUNTS AT JPMORGAN/CHASE AND ARE DERIVED FROM LEGAL SOURCES, AND THE
INDIVIDUAL(S) CONSTITUTING THE ULTIMATE BENEFICIAL OWNER(S) OF SUCH FUNDS IS JAY
JOHNSTON OF GRAMERCY ADVISORS (GREENWICH, CT).
SECTION 16.
PROVISIONS RELATING TO REPRESENTATIONS AND WARRANTIES.
UNLESS OTHERWISE EXPRESSLY PROVIDED HEREIN TO THE CONTRARY, THE REPRESENTATIONS
AND WARRANTIES SET FORTH IN SECTION 14(H) THROUGH 14(K) SHALL SURVIVE THE
DELIVERY OF THE DEED AND THE CONSUMMATION OF THE TRANSACTIONS TO BE CONSUMMATED
ON THE CLOSING DATE FOR A PERIOD OF SIX (6) MONTHS AFTER THE CLOSING DATE, AND
NO CLAIM MAY BE BROUGHT OR ASSERTED BY EITHER PARTY HERETO ON THE BASIS OF A
MISREPRESENTATION OR A BREACH OF A WARRANTY MADE HEREIN UNLESS A LEGAL ACTION
SHALL HAVE BEEN COMMENCED THEREON PRIOR TO THE EXPIRATION OF SAID PERIOD. IN NO
EVENT SHALL A PARTY BE LIABLE FOR A MISREPRESENTATION OR BREACH OF WARRANTY
HEREUNDER IF THE FACTS GIVING RISE TO SUCH MISREPRESENTATION