R2003-20 AUTHORIZING AGREEMENT - Laserfiche WebLink

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with respect to the Property which would restrict Buyer's right to contest the value or taxes attributable to the Property. F . Neither the Shopping Center Tract nor its use is in violation of any local governmental rule, ordinance, regulation or building code, nor is there a pending or threatened investigation regarding a possible violation of any of the foregoing. G. Seller has not received any notice nor is it aware of any litigation or administrative proceeding pending or threatened (including the expiration of any appeal period with respect thereto) relating to the Shopping Center Tract or its use which may adversely affect the validity of any license, permit or other governmental determination or authorization necessary to development and operation of the Shopping Center Tract. H. Seller is not a "foreign person" as contemplated by Section 1445 of the Internal Revenue Code. I. Seller has the full capacity, right, power and authority to execute,deliver and perform this Agreement and all documents to be executed by Seller pursuant hereto, and all required actions and approvals therefor have been duly taken and obtained. The individuals signing this Agreement and all other documents executed or to be executed pursuant hereto on behalf of Seller are and shall be duly authorized to sign the same on Seller's behalf and to bind Seller thereto. J. This Agreement and all documents to be executed pursuant hereto by Seller are and shall be binding upon and enforceable against Seller in accordance with their respective terms, and the transaction contemplated hereby will not result in a breach of, or constitute a default or permit acceleration and maturity under, any indenture, mortgage, deed of trust, loan agreement or other agreement to which Seller or the Property or the balance of the Shopping Center Tract is subject or by which Seller or the Property or the balance of the Shopping Center Tract is bound. K. Seller has not(i) made a general assignment for the benefit of creditors, (ii) filed any involuntary petition in bankruptcy or suffered the filing of any involuntary petition by Seller's creditors, (iii) suffered the appointment of a receiver to take possession of all or substantially all of Seller's assets, (iv)suffered the attachment or other judicial seizure of all, or substantially all, of Seller's assets, (v) admitted in writing its inability to pay its debts as they come due, or (vi) made an offer of � settlement, extension or composition to its creditors generally. L. There are no management agreements,maintenance,service contracts,use restrictions or other agreements relating to the Shopping Center Tract which are unrecorded and which would be binding on the Property or the Buyer. M. Seller has not entered into nor is Seller aware of any agreements, commitments or arrangements concerning the Property or development thereof with any person or entity, including, but not limited to, governmental or quasi-governmental authorities, agencies, departments, commissions, councils, 13 ::ODMA\PCDOCS\N EWARK�617546\3 February 12,2003