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<br />C. Entity Transfer Certificate. Entity Transfer Certification confirming that Seller is <br />a "United States Person" within the meaning of Section 1445 of the Internal Revenue Code of <br />1986, as amended and the California equivalent thereto, Form FTB 693-C. <br /> <br />D. Closing Certificate. A certificate, in a form reasonably acceptable to Seller and <br />signed by Seller, certifying to the Buyer that the representations and warranties of Seller are true <br />and correct as of the Closing Date and that all covenants required to be performed by Seller prior <br />to the Closing Date have been performed, in all material respects. <br /> <br />E. Assignment of Lease. Two (2) duly executed counterparts of an Assignment and <br />Assumption of Lease in the form attached hereto as Exhibit C pursuant to which the BIAC Lease <br />shall be assigned to Buyer. <br /> <br />F. Tenant Notice. A notice to BIAC signed by Seller disclosing that the Property has <br />been sold to Buyer, that Buyer has received the BIAC security deposit, if any, and assumed <br />liability therefore, and that, after the Closing, all rents should be paid to Buyer or Buyer's <br />designee. <br /> <br />G. Insurance. A current insurance certificate describing the insurance maintained by <br />BIAC and an endorsement from BIAC's insurance carrier naming the City as an additional <br />insured under such insurance. <br /> <br />H. Other Documents. Escrow instructions and such other documents customarily <br />required by Escrow Holder to consummate the sale of the Property. <br /> <br />19. Notices to Parties. Any notice given by one party to the other shall be in writing. <br />Any notices will be delivered by (i) reputable overnight courier, in which event such notice shall <br />be deemed received on the next business day after its deposit; (ii) by facsimile, in which event it <br />shall be effective upon receipt or (iii) by certified or registered mail to the receiving party at the <br />address for the receiving party set forth below. <br /> <br />Seller: <br /> <br />Lonestar California, Inc. <br />c/o Cemex Construction Materials Pacific, LLC <br />840 Gessner, Suite 1400 <br />Houston, Texas 77024 <br />Attn: Ed Prins, Director of Real Estate <br />Fax: (713) 722-5107 <br /> <br />With a copy to <br />Its attorneys: <br /> <br />CEMEX, Inc. <br />840 Gessner, Suite 1400 <br />Houston, Texas 77024 <br />Attn: General Counsel <br />Fax: (713) 722-5110 <br /> <br />Redwood PSA FINAL EXECUTION 4.16.09 v.14 <br /> <br />9 <br />