EACH TRANSFEROR CERTIFYING TRUE
AND CORRECT COPIES OF THE REQUIRED RESOLUTIONS OF EACH TRANSFEROR DULY
AUTHORIZING THE EXECUTION, DELIVERY AND PERFORMANCE OF THIS AGREEMENT AND ALL
RELATED DOCUMENTS AND AGREEMENTS, SUCH RESOLUTIONS BEING IN FULL FORCE AND
EFFECT AS OF THE CLOSING DATE AND SUCH OTHER EVIDENCE AS BH INVESTOR OR THE
TITLE COMPANY SHALL REASONABLY REQUIRE TO EVIDENCE THE AUTHORITY OF TRANSFERORS,
(C)
A FULLY EXECUTED COPY OF THE LP AGREEMENT DATED AS OF THE CLOSING
DATE.
(D)
AN EXECUTED ASSIGNMENT OF GROUND LEASE IN THE FORM ATTACHED HERETO
AS EXHIBIT E , A WRITTEN CONSENT FROM THE LESSOR UNDER THE GROUND LEASE
APPROVING SUCH ASSIGNMENT AND EVIDENCE OF PAYMENT TO THE LESSOR UNDER THE GROUND
LEASE OF ANY TRANSFER FEE REQUIRED PURSUANT TO THE GROUND LEASE.
(E)
AN EXECUTED BILL OF SALE AND ASSIGNMENT (THE "BILL OF SALE") IN
THE FORM ATTACHED HERETO AS EXHIBIT F.
(F)
AN EXECUTED ASSIGNMENT AND ASSUMPTION OF CONTRACTS (THE
"ASSIGNMENT OF CONTRACTS") IN THE FORM ATTACHED HERETO AS EXHIBIT G.
5
(G)
A CERTIFICATE DATED WITHIN THIRTY (30) DAYS OF THE CLOSING DATE,
OF THE SECRETARY OF STATE OF THE STATE IN WHICH EACH TRANSFEROR WAS FORMED
ESTABLISHING THAT EACH TRANSFEROR IS IN EXISTENCE AND IS IN GOOD STANDING IN
SUCH STATE.
(H)
A LETTER TO EACH TENANT OF THE PROJECT IN THE FORM OF EXHIBIT H
ATTACHED HERETO AND MADE A PART HEREOF.
(I)
A FIRPTA AFFIDAVIT IN THE FORM OF EXHIBIT I ATTACHED HERETO AND
MADE A PART HEREOF, DULY EXECUTED BY TRANSFEROR.
(J)
A CURRENT RENT ROLL FOR THE PROJECT CERTIFIED BY TRANSFERORS TO
BE TRUE AND CORRECT AS OF THE CLOSING DATE.
(K)
A "BILLS PAID AFFIDAVIT" VERIFYING THAT THERE ARE NO UNPAID BILLS,
EXPENSES OR CLAIMS WITH RESPECT TO THE PROJECT AND INDEMNIFYING BH INVESTOR FROM
ANY LOSS OR LIABILITY RELATING TO SUCH MATTERS.
(L)
A CERTIFICATE FROM THE ARCHITECT OF THE PROJECT STATING THAT THE
DESIGN OF THE PROJECT IS IN COMPLIANCE WITH ALL APPLICABLE LAWS.
(M)
ORIGINAL LEASES, ORIGINAL OPERATING AGREEMENTS AND ALL OTHER
DOCUMENTS DESCRIBED IN SECTION 1.1 HEREOF.
(N)
POSSESSION AND OCCUPANCY OF THE PROJECT, SUBJECT TO THE PERMITTED
EXCEPTIONS.
(O)
ALL AVAILABLE KEYS (INCLUDING SECURITY DEPOSIT BOX KEYS) OR ACCESS
CARDS USED WITH RESPECT TO THE PROJECT IN TRANSFEROR'S POSSESSION.
(P)
THE TITLE POLICY PURSUANT TO SECTION 1.6 HEREOF.
(Q)
IF AVAILABLE UNDER LOCAL PRACTICE, CERTIFICATES FROM THE TAXING
AUTHORITIES OF THE STATE OF TEXAS AND FROM TARRANT COUNTY, TEXAS, OR OTHER
EVIDENCE DATED WITHIN THIRTY (30) DAYS PRIOR TO THE CLOSING DATE, EVIDENCING
THAT PROJECT OWNER HAS PAID ALL PROPERTY AND OTHER STATE AND LOCAL TAXES DUE AND
OWING.
(R)
THE WRITTEN CONSENT OF SENIOR LENDER TO THE TRANSFER IF REQUIRED
AND EXECUTED ASSUMPTION DOCUMENTS IN CONNECTION WITH THE CONSTRUCTION LOAN IN
FORM AND SUBSTANCE REASONABLY ACCEPTABLE TO BH INVESTOR.
(S)
A CERTIFICATE EXECUTED BY TRANSFERORS LISTING THE CONTRACTS.
(T)
SUCH OTHER INSTRUMENTS AND DOCUMENTS AS ARE REASONABLY REQUESTED
BY TRANSFEREE TO CARRY OUT AND EFFECT THE PURPOSE AND INTENT