THE EXECUTION AND DELIVERY OF THIS
AGREEMENT AND THE PERFORMANCE OF ITS OBLIGATIONS HEREUNDER HAVE BEEN DULY
AUTHORIZED BY ALL REQUISITE PARTNERSHIP ACTION AND THIS AGREEMENT CONSTITUTES
THE LEGAL, VALID AND BINDING OBLIGATION OF THE MFW AND IS ENFORCEABLE AGAINST
MFW IN ACCORDANCE WITH ITS TERMS;
C.
NEITHER THE EXECUTION AND DELIVERY OF THIS AGREEMENT NOR THE
PERFORMANCE OF ITS OBLIGATIONS HEREUNDER BY MFW SHALL, OR AFTER THE LAPSE OF
TIME OR WITH THE GIVING OF NOTICE SHALL, CONFLICT WITH, VIOLATE OR RESULT IN A
BREACH OF, OR CONSTITUTE A DEFAULT UNDER THE ORGANIZATIONAL DOCUMENTS OF MFW OR
ANY LAW, STATUTE, RULE OR REGULATION APPLICABLE TO IT, OR CONFLICT WITH, VIOLATE
OR RESULT IN A BREACH OF OR CONSTITUTE A DEFAULT UNDER ANY MATERIAL AGREEMENT TO
WHICH IT IS A PARTY OR BY WHICH IT OR ANY OF ITS PROPERTIES IS BOUND, OR ANY
JUDGMENT, ORDER, AWARD OR DECREE TO WHICH IT IS A PARTY OR BY WHICH IT IS BOUND,
OR REQUIRE ANY APPROVAL, CONSENT, AUTHORIZATION OR OTHER ACTION BY ANY COURT,
GOVERNMENTAL AUTHORITY, AGENCY OR REGULATORY BODY ("GOVERNMENTAL AUTHORITY"), OR
ANY CREDITOR OF MFW THAT WILL NOT BE PAID IN FULL AT OR BEFORE CLOSING OR ANY
OTHER PERSON OR ENTITY;
D.
NO OTHER PERSON OR ENTITY HAS ANY RIGHT TO ACQUIRE THE SUBJECT
PROPERTY (WHETHER BY OPTION TO PURCHASE, RIGHT OF FIRST REFUSAL, CONTRACT OR
OTHERWISE);
E.
MFW IS NOT A FOREIGN PERSON AND AGREES THAT A "FIRPTA"
CERTIFICATION WILL BE PROVIDED TO SYMMETRY ON THE CLOSING DATE, IN THAT SECTION
1445 OF THE INTERNAL REVENUE CODE PROVIDES THAT THE TRANSFEREE OF A UNITED
STATES REAL PROPERTY INTEREST MUST DEDUCT AND WITHHOLD A TAX EQUAL TO TEN
PERCENT (10%) OF THE AMOUNT REALIZED BY THE TRANSFEROR ON THE DISPOSITION, IF
THE TRANSFEROR IS A FOREIGN PERSON;
F.
MFW HAS NOT RECEIVED ANY NOTICE, AND HAS NO KNOWLEDGE, THAT THE
REAL PROPERTY, OR ANY PORTION OR PORTIONS THEREOF, IS OR WILL BE SUBJECT TO OR
AFFECTED BY
10
(I) ANY SPECIAL ASSESSMENTS, WHETHER OR NOT PRESENTLY A LIEN THEREON; OR (II)
ANY CONDEMNATION, EMINENT DOMAIN, OR OTHER SIMILAR PROCEEDING;
G.
WITH RESPECT TO ITS OWNERSHIP AND USE OF THE REAL PROPERTY, MFW
HAS RECEIVED NO WRITTEN NOTICE THAT IT IS IN VIOLATION OF ANY FEDERAL, STATE OR
LOCAL LEGAL OR REGULATORY REQUIREMENT OF ANY KIND OR NATURE WHATSOEVER,
INCLUDING, BUT NOT LIMITED TO, ZONING, LAND USE, BUILDING, SAFETY OR HEALTH
LAWS, REGULATIONS, ORDINANCES OR CODES;
H.
THERE ARE NO ACTIONS, SUITS OR PROCEEDINGS OF ANY KIND OR NATURE
WHATSOEVER, LEGAL OR EQUITABLE, AFFECTING THE REAL PROPERTY, OR ANY PORTION OR
PORTIONS THEREOF, OR RELATING TO OR ARISING OUT OF MFW'S OWNERSHIP OF THE REAL
PROPERTY, IN ANY COURT OR BEFORE OR BY ANY FEDERAL, STATE, COUNTY OR MUNICIPAL
DEPARTMENT, COMMISSION, BOARD, BUREAU, AGENCY OR OTHER GOVERNMENTAL
INSTRUMENTALITY;
I.
THERE IS NO PENDING OR, TO MFW'S KNOWLEDGE, ANTICIPATED CHANGE
IN ANY APPLICABLE BUILDING, ZONING, SUBDIVISION AND OTHER LAND USE AND SIMILAR
LAW THAT WILL HAVE OR RESULT IN