described in such certificate, the Closing
occurs, Seller's representations and warranties set forth in this Agreement
shall be deemed to have been modified by all statements made in such certificate
and the conditions set forth in Section 4.6.2 hereof shall be deemed satisfied.
4.2.6
EVIDENCE OF AUTHORITY. DELIVER TO PURCHASER COPIES OF THE AUTHORIZING
RESOLUTIONS OF SELLER WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT, WHICH RESOLUTIONS SHALL BE ACCEPTABLE TO PURCHASER.
11
4.2.7
FIRPTA. DELIVER TO PURCHASER AN AFFIDAVIT DULY EXECUTED BY SELLER
STATING THAT SELLER IS NOT A FOREIGN PERSON FOR PURPOSES OF SECTIONS 897 OR 1445
OF THE CODE;
4.2.8
DELIVERY OF RECORDS. DELIVER TO PURCHASER THE LEASES, OPERATING
AGREEMENTS WHICH WILL NOT BE TERMINATED AS PROVIDED IN THIS AGREEMENT, PLANS AND
PERMITS, IF ANY, IN THE POSSESSION OF SELLER, TOGETHER WITH SUCH LEASING AND
PROPERTY FILES AND RECORDS WHICH ARE MATERIAL IN CONNECTION WITH THE CONTINUED
OPERATION, LEASING AND MAINTENANCE OF THE PROPERTY, PROVIDED THAT THE LEASING
AND PROPERTY FILES SHALL REMAIN AT THE PROPERTY AND BE DEEMED DELIVERED AT
CLOSING. IN ADDITION, SELLER SHALL DELIVER COPIES OF THE TRUST ORGANIZATIONAL
DOCUMENTS TO PURCHASER, EITHER AT THE CLOSING, OR AT SUCH OTHER LOCATION AS IS
REASONABLY ACCEPTABLE TO PURCHASER AND SELLER.
4.2.9
CLOSING STATEMENT. EXECUTE AND DELIVER A COUNTERPART ORIGINAL OF THE
CLOSING STATEMENT;
4.2.10
LOAN DOCUMENTS. EXECUTE AND DELIVER COUNTERPART ORIGINALS OF THE LOAN
DOCUMENTS, TO THE EXTENT APPLICABLE AND SUCH OTHER DOCUMENTS AS MAY BE
REASONABLY REQUIRED IN CONNECTION WITH THE TRANSFER OF THE EXISTING INDEBTEDNESS
OR A NEW LOAN;
4.2.11
DISSOLUTION OF ILLINOIS MANAGER AND PROPERTY MANAGER. SELLER SHALL
EXECUTE, DELIVER AND FILE, AS NECESSARY, ANY AND ALL DOCUMENTS NECESSARY TO
EVIDENCE THE DISSOLUTION OF ILLINOIS MANAGER AND PROPERTY MANAGER, SUCH
DISSOLUTION , IN EACH CASE, OCCURRING AT OR BEFORE THE CLOSING;
4.2.12
RESIGNATION OF PROPERTY MANAGER AND ILLINOIS MANAGER. EXECUTE, DELIVER
AND FILE, AS NECESSARY, ANY AND ALL DOCUMENTS NECESSARY TO EVIDENCE THE
RESIGNATION OF ILLINOIS MANAGER AS MANAGER OF RIVERSIDE LLC;
4.2.13
TITLE MATTERS. DELIVER TO THE TITLE COMPANY: (A) A CERTIFICATE THAT
SCHEDULE B, SPECIAL EXCEPTIONS, ITEMS 7 AND 8 AS SET FORTH IN THE TITLE
COMMITMENT ARE NOT RELATED TO ANY PAST OR PRESENT TENANT OF THE PROPERTY; AND
(2) TO THE EXTENT ILLINOIS LAW PROVIDES FOR STATUTORY LIENS BY PROPERTY MANAGERS
FOR SERVICES IN CONNECTION WITH OFF-RECORD CONTRACTS, LIEN WAIVERS FROM ANY
PROPERTY MANAGER ACTING ON BEHALF OF RIVERSIDE LLC; AND
4.2.14
OTHER. DELIVER SUCH ADDITIONAL DOCUMENTS AS SHALL BE REASONABLY REQUIRED
TO CONSUMMATE THE TRANSACTION AS EXPRESSLY CONTEMPLATED BY THIS AGREEMENT;
INCLUDING, WITHOUT LIMITATION AND TO THE EXTENT ASSIGNABLE, ALL INDEMNITIES, IF
ANY, FOR THE BENEFIT OF RIVERSIDE LLC, INCLUDING, BUT NOT LIMITED TO, THOSE
CONTAINED IN ANY DOCUMENT RELATED TO THE PURCHASE OF THE PROPERTY BY RIVERSIDE
LLC AND SUCH REASONABLE EVIDENCE THAT ANY INDIRECT OR DIRECT RIGHT, TITLE OR
INTEREST OF RIVERSIDE LLC IN ANY SECURITY DEPOSITS AND OTHER ITEMS FOR WHICH
SELLER HAVE RECEIVED A CREDIT ARE THE INDIRECT PROPERTY OF PURCHASER