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ADDMMUM <br /> ( FLORIDA GENERAL PARTNERSHIP ) <br /> A . At the same time that Windsor Properties , a Florida general partnership <br /> ( " Windsor " ) submits the closing documents required by paragraph 9 . of this <br /> Agreement , Windsor shall also submit the following to DSL : <br /> 1 . All certificates , affidavits , resolutions or other documents as may <br /> be required by DSL or the title insurer , which authorize the sale of the <br /> Property to BOT in accordance with the terms of this Agreement and <br /> evidence the authority of one or more of the general partners of Windsor <br /> to execute this Agreement and all other documents required by this <br /> Agreement , and <br /> 2 . Copy of proposed opinion of counsel as required by paragraph Be <br /> below . <br /> Be As a material inducement to BOT entering into this Agreement and to <br /> consummate the transaction contemplated herein , Windsor covenants , represents <br /> and warrants to BOT as follows : <br /> 1 . Windsor ' s execution of this Agreement and the performance by Windsor <br /> of the various terms and conditions hereof , including , without <br /> limitation , the execution of all agreements , notices and other documents <br /> hereunder , have been duly authorized by the requisite partnership <br /> authority of Windsor . <br /> 2 . Windsor is a general partnership duly organized and validly existing <br /> under the laws of the State of Florida and is duly qualified to own real <br /> property in the State of Florida . <br /> 3 . This Agreement , when executed and delivered , will be valid and <br /> legally binding upon Windsor and enforceable in accordance with its terms <br /> and neither the execution of this Agreement and the other instruments to <br /> be executed hereunder by Windsor , nor the performance by it of the <br /> various terms and conditions hereto will violate the terms of the <br /> partnership agreement or any amendment thereto . <br /> At the closing , Windsor shall deliver to BOT an opinion of counsel from an <br /> attorney licensed to practice law in the State of Florida and an active member <br /> in good standing with the Florida Bar , to the effect that the covenants , <br /> representations and warranties contained above in this paragraph Be are true <br /> and correct as of the closing date . In rendering the foregoing opinion , such <br /> counsel may rely as to factual matters upon certificates or other documents <br /> furnished by beneficiaries , partners , officers , officials and other counsel of <br /> Windsor , and upon such other documents and data as such beneficiaries , <br /> partners , officers , officials and counsel may deem appropriate . <br /> 8 <br />