AUTHORIZED,
EXECUTED AND DELIVERED BY SELLER, AND WILL BE THE LEGAL, VALID AND BINDING
OBLIGATIONS OF SELLER ENFORCEABLE AGAINST SELLER IN ACCORDANCE WITH THEIR
RESPECTIVE TERMS, AND WILL NOT VIOLATE ANY PROVISIONS OF ANY AGREEMENT TO WHICH
SELLER IS A PARTY, OR TO WHICH SELLER OR THE PROPERTY IS SUBJECT.
6.2(C)
CONSENTS.
ALL CONSENTS REQUIRED IN ORDER FOR SELLER TO EXECUTE,
DELIVER AND PERFORM THIS AGREEMENT HAVE BEEN OBTAINED OR WILL BE OBTAINED PRIOR
TO THE CLOSE OF ESCROW.
6.2(D)
TENANT LEASES; RENT ROLL; INCOME AND EXPENSE STATEMENTS.
THE RENT
ROLL ("RENT ROLL") TO BE DELIVERED TO BUYER PURSUANT TO THE PROVISIONS OF
SECTION 10.4 BELOW INCLUDES INFORMATION REGARDING ALL OF THE TENANT LEASES
EXCEPT THE ZENITH LEASE (COLLECTIVELY, THE "EXISTING LEASES") WHICH AFFECT THE
PROPERTY.
TO SELLER'S KNOWLEDGE, EXCEPT AS SET FORTH IN THE DUE DILIGENCE
MATERIALS AND/OR IN ANY OF THE ESTOPPEL CERTIFICATES (DEFINED HEREIN) DELIVERED
TO BUYER, THE RENT ROLL TO BE DELIVERED TO BUYER WILL BE TRUE, COMPLETE, AND
CORRECT IN ALL MATERIAL RESPECTS AS OF ITS DATE.
TO SELLER'S KNOWLEDGE, EXCEPT
AS SET FORTH IN THE DUE DILIGENCE MATERIALS, RENT ROLL AND/OR IN ANY OF THE
ESTOPPEL CERTIFICATES (DEFINED HEREIN) DELIVERED TO BUYER, THE EXISTING LEASES
ARE IN FULL FORCE AND EFFECT, AND NO MONETARY DEFAULT BY SELLER AS LANDLORD OR
BY THE TENANTS UNDER THE EXISTING LEASES EXIST.
THE INCOME AND EXPENSE
STATEMENTS TO BE DELIVERED PURSUANT TO SECTION 10.4 WERE PREPARED BY OR FOR
SELLER IN THE ORDINARY COURSE OF ITS BUSINESS IN THE SAME MANNER AS IT PREPARES
OR OBTAINS SUCH REPORTS FOR ITS OTHER PROPERTIES AND ARE THE INCOME AND EXPENSE
STATEMENTS USED AND RELIED UPON BY SELLER IN CONNECTION WITH ITS OPERATION OF
THE PROPERTY.
OTHER THAN PERMITTED EXCEPTIONS, THERE ARE NO LEASES, LICENSES OR
OTHER AGREEMENTS PERMITTING ANY PERSON OR ENTITY TO OCCUPY ANY PORTION OF THE
PROPERTY THAT WILL BE BINDING ON THE PROPERTY FOLLOWING CLOSE OF ESCROW.
6.2(E)
OFAC.
NEITHER SELLER NOR ANY OF ITS AFFILIATES (I) IS LISTED ON ANY
GOVERNMENT LISTS, (II) HAS BEEN DETERMINED BY COMPETENT AUTHORITY TO BE SUBJECT
TO THE PROHIBITIONS CONTAINED IN PRESIDENTIAL EXECUTIVE ORDER NO. 13244
(SEPTEMBER 23, 2001) OR IN ANY ENABLING OR IMPLEMENTING LEGISLATION OR OTHER
PRESIDENTIAL EXECUTIVE ORDERS IN RESPECT THEREOF, (III) IS A PERSON OR ENTITY
WHO HAS BEEN PREVIOUSLY INDICTED FOR OR CONVICTED OF ANY FELONY INVOLVING A
CRIME OR CRIMES OF MORAL TURPITUDE OR FOR ANY VIOLATION OF THE PATRIOT ACT, OR
(IV) IS CURRENTLY UNDER INVESTIGATION BY ANY GOVERNMENTAL AUTHORITY FOR ALLEGED
CRIMINAL ACTIVITY.
SELLER HAS NO REASON TO BELIEVE THAT THIS TRANSACTION,
INCLUDING, WITHOUT LIMITATION, THE SOURCE OF ITS FUNDS, WOULD RESULT IN A
VIOLATION BY BUYER OR SELLER OF THE PATRIOT ACT, OFAC LAWS AND REGULATIONS, OR
ANY OTHER ANTI-TERRORISM OR ANTI-MONEY LAUNDERING LAWS OR REGULATIONS,
INCLUDING, WITHOUT LIMITATION, THE BANK SECRECY ACT, AS AMENDED, OR THE MONEY
LAUNDERING CONTROL ACT OF 1986, AS AMENDED.
6.2(F)
ABSENCE OF CLAIMS AND ACTIONS.
THERE ARE NO PENDING, OR TO SELLER'S
KNOWLEDGE, THREATENED LEGAL