Common use of DESCRIPTION OF THE PROPERTY Clause in Contracts

DESCRIPTION OF THE PROPERTY. The Property owned by Owner which is the subject of this Agreement is as follows: 2.01. A fee simple interest in those certain lots or parcels of land (the "Fee Parcels") in DeKalb County, Georgia, containing approximately 16 acres as more particularly described on Exhibit B attached hereto and a leasehold interest (the "Leasehold Interest") in approximately 61 acres as more particularly described on Exhibit B-1 (hereinafter collectively called the "Land"). 2.02. All of Owner's right, title and interest in and to all rights, privileges, and easements appurtenant to the Land, including all of Owner's water rights, rights-of-way, roadways, parking areas, roadbeds, alleyways and reversions or other appurtenances used in connection with the beneficial use of the Land. 2.03. All improvements and fixtures located on the Land owned by Owner including, without limitation, (i) all buildings located thereon containing an aggregate of approximately 1,200,000 square feet (hereinafter referred to as "Buildings"), if owned by Owner; (ii) any and all other structures and amenities currently located on the Land, if owned by Owner; and, (iii) all fixtures, apparatus, equipment, vaults, machinery and built-in appliances used in connection with the operation and occupancy of the Land such as heating and air conditioning systems, electrical systems, plumbing systems, sprinkler and other fire protection and life safety systems, refrigeration, ventilation, or other facilities or services on the Land, if owned by Owner (all of which are together hereinafter called the "Improvements"). It is specifically understood that such Improvements shall include all tenant alterations in the Buildings as of the Closing to the extent such alterations are or become the property of the landlord under the leases in effect with respect to the Buildings. 2.04. All personal property located on or in or used exclusively in connection with the Land, Buildings and Improvements and owned by Owner and used or usable in the operation of the Property (as defined below) including, without limitation, fittings, appliances, shades, wall-to-wall carpet, draperies, screens and screening, awnings, plants, shrubbery, landscaping, furniture, furnishings, office equipment, lawn care and building maintenance equipment, furniture, computers, wall decorations, art work and other furnishings or items of personal property used or usable in connection with the ownership and operation of the Improvements, including the computers which operate the Buildings' HVAC systems, but excluding all personal property located on the Land or in the Buildings owned by tenants of such Buildings or contractors who provide service to such Buildings or which is not otherwise owned by Owner (hereinafter called the "Personal Property"). A schedule of the Personal Property shall be specifically identified pursuant to an inventory supplied by Owner at the time of the execution hereof and attached hereto as Exhibit C. After the date of this Agreement and, except as otherwise set forth herein, Owner shall not remove any Personal Property from the Buildings or Land without the prior written consent of Highwoods. 2.05. All of Owner's interest, if any, in the intangible property now or hereafter owned by Owner and used or usable in connection with the Property including, without limitation, the rights to use the trade name now used in connection with such property, all leases, subleases, prepaid rent and all security deposits, any other contract or lease rights, escrow deposits, utility agreements, guaranties, warranties or other rights related to the ownership of or use and operation of the Property. A list of all leases of space within the Buildings and subleases and other occupancy agreements to be specifically assigned to Highwoods (the "Leases") are set forth on Exhibits D and D-1 and attached hereto. A list of all service, maintenance and/or contracts affecting or relating to the Property and to be specifically assigned to and assumed by Highwoods (the "Service Contracts") and all guaranties and warranties relating to the Property together with a description of all pertinent terms and provisions of such Service Contracts, guaranties and warranties are set forth in Exhibit E and attached hereto. 2.06. All of Owner's right, title and interest in and to an approximate $600,000.00 escrow deposit with NationsBank, N.A. (including accrued interest thereon), pursuant to the terms of an agreement between Owner and The Prudential Insurance Company of America, which sums are being held to pay for certain tenant improvement obligations of Owner to AT&T Corporation upon a renewal of its lease for a portion of the Property (the "AT&T Escrow"). The Consideration shall be increased by the amount of the AT&T Escrow. All of the items of property described in Subsections 2.01, 2.02, 2.03, 2.04, 2.05 and 2.06 above are hereinafter collectively called the "Property."

DESCRIPTION OF THE PROPERTY. The Property owned by Owner which It is the subject intent of the parties to this Agreement is to agree on the terms whereby Seller will transfer to Buyer the following real, personal and intangible property that constitute Crown Bay Marina, as follows: 2.01. A fee simple interest in those certain lots or parcels of land depicted on the drawing attached as Exhibit A-1 (the "Fee ParcelsCROWN BAY MARINA") in DeKalb County, Georgia, containing approximately 16 acres as more particularly described on Exhibit B attached hereto and a ): 1. A leasehold interest in the upland real property and submerged land described in Exhibit A-2 (the "Leasehold InterestLEASEHOLD") in approximately 61 acres as more particularly described on Exhibit B-1 held by CBMJV pursuant to that certain Ground Lease dated August 29, 1985 between Shoreline Marine, Inc. and the U.S. Virgin Islands Port Authority (hereinafter collectively called "VIPA"), which was assigned to CBMJV (the "LandLEASE"). 2.022. The personal property described on EXHIBIT B hereto (the "PERSONAL PROPERTY"). 3. The contracts and agreements relating to the Property, including, without limitation, those listed on EXHIBIT C hereto (the "CONTRACTS"). 4. The certain licenses, permits and other governmental authorizations relating to the Property, including, without limitation, those listed on EXHIBIT D hereto (the "LICENSES"). 5. All of Owner's rightbuildings, title facilities, parking facilities, structures, fixtures, footings, foundations, amenities and interest in and to all rightsother improvements to, privilegesor located on, and easements appurtenant to the Land, including all of Owner's water rights, land covered by the Leasehold (the "IMPROVEMENTS"). 6. All the rights-of-way, roadwayseasements, parking areastenements and hereditaments, roadbedsand other rights, alleyways if any, appurtenant to the Real Property and reversions all littoral and/or riparian rights, if any, relating to the Real Property and all right, title and interest of Seller in and to any streets, highways or rights of way adjacent to the land covered by the Leasehold, any water or mineral rights owned by or leased to Seller (the "APPURTENANCES"). 7. All leases, occupancy agreements, license agreements, concession agreements, rental agreements and other appurtenances written agreements, entered into with Tenants (as hereinafter defined), relating to the Real Property, together with all supplements, amendments and modifications thereto. 8. All other tangible and intangible assets (excluding cash and cash-like items), properties or rights of Seller which are used or held for use in connection with the beneficial use Real Property and the business conducted thereon of every kind and description, tangible or intangible, vested or unvested, contingent or otherwise, as the Land. 2.03. All improvements and fixtures located same shall exist on the Land owned by Owner Closing Date, including, without limitation, (i) all buildings located thereon containing an aggregate of approximately 1,200,000 square feet (hereinafter referred to as "Buildings"), if owned by Owner; (ii) any and all other structures and amenities currently located on the Land, if owned by Owner; and, (iii) all fixtures, apparatus, equipment, vaults, machinery and built-in appliances used goodwill in connection with the ownership, operation and occupancy maintenance of the Land such as heating Property and air conditioning systemsthe business conducted thereon, electrical systemsall warranties and guaranties relating to any of the foregoing, plumbing systemsall books, sprinkler records, guest lists, customer lists, files, budgets, projections, strategic plans, surveys, studies, plans, building plans and other fire protection specifications, drawings, test reports and life safety systems, refrigeration, ventilation, inspection and engineering reports now or other facilities or services on the Land, if owned by Owner (all of which are together hereinafter called the "Improvements"). It is specifically understood that such Improvements shall include all tenant alterations hereafter in the Buildings as possession of the Closing to the extent such alterations are or become the property of the landlord under the leases in effect with respect to the Buildings. 2.04. All personal property located on or in or used exclusively Seller in connection with the Landownership, Buildings operation, maintenance and Improvements and owned by Owner and used management of the business conducted at the Real Property to the extent transferable. This sale does not include any insurance claims related to Hurricane Xxxxxxx of 1995 which are currently outstanding or usable which have not yet been made but which may be made in the operation of the Property future (as defined below) including, without limitation, fittings, appliances, shades, wall-to-wall carpet, draperies, screens and screening, awnings, plants, shrubbery, landscaping, furniture, furnishings, office equipment, lawn care and building maintenance equipment, furniture, computers, wall decorations, art work and other furnishings or items of personal property used or usable in connection with the ownership and operation of the Improvements, including the computers which operate the Buildings' HVAC systems, but excluding all personal property located on the Land or in the Buildings owned by tenants of such Buildings or contractors who provide service to such Buildings or which is not otherwise owned by Owner (hereinafter called the "Personal PropertyHURRICANE CLAIMS"). A schedule of The Leasehold, the Personal Property shall be specifically identified pursuant Improvements and the Appurtenances are referred to an inventory supplied by Owner at the time of the execution hereof and attached hereto as Exhibit C. After the date of in this Agreement andas the "REAL PROPERTY." The Real Property, Personal Property, Contracts and Licenses, and all of Seller's rights in and to all tangible and intangible assets (excluding insurance claims, except as otherwise set forth herein, Owner shall not remove any Personal Property from accounts receivable, fuel inventory and cash and cash-like items), including without limitation the Buildings or Land without the prior written consent of Highwoods. 2.05. All of Owner's interest, if any, in the intangible property now or hereafter owned by Owner and used or usable in connection with the Property including, without limitation, the rights right to use the trade name now used in connection with such property"Crown Bay Marina", all leases, subleases, prepaid rent and all security deposits, any other contract or lease rights, escrow deposits, utility agreements, guaranties, warranties or other rights related are referred to the ownership of or use and operation of the Property. A list of all leases of space within the Buildings and subleases and other occupancy agreements to be specifically assigned to Highwoods (as the "Leases") are set forth on Exhibits D and D-1 and attached hereto. A list of all service, maintenance and/or contracts affecting or relating to the Property and to be specifically assigned to and assumed by Highwoods (the "Service Contracts") and all guaranties and warranties relating to the Property together with a description of all pertinent terms and provisions of such Service Contracts, guaranties and warranties are set forth in Exhibit E and attached hereto. 2.06. All of Owner's right, title and interest in and to an approximate $600,000.00 escrow deposit with NationsBank, N.A. (including accrued interest thereon), pursuant to the terms of an agreement between Owner and The Prudential Insurance Company of America, which sums are being held to pay for certain tenant improvement obligations of Owner to AT&T Corporation upon a renewal of its lease for a portion of the Property (the "AT&T Escrow"). The Consideration shall be increased by the amount of the AT&T Escrow. All of the items of property described in Subsections 2.01, 2.02, 2.03, 2.04, 2.05 and 2.06 above are hereinafter collectively called the "PropertyPROPERTY."

DESCRIPTION OF THE PROPERTY. The Property owned by Owner which is the subject of this Agreement is as follows: 2.01. A fee simple interest in All those certain lots or parcels of land (the "Fee Parcels") in DeKalb Greenville, Greenville County, GeorgiaSouth Carolina, containing approximately 16 acres as more particularly described on Exhibit B EXHIBIT A attached hereto and a leasehold interest (the "Leasehold Interest") in approximately 61 acres as more particularly described on Exhibit B-1 specifically incorporated herein by reference (hereinafter collectively called the "Land"). 2.02. All of Owner's right, title and interest in and to all rights, privileges, and easements appurtenant to the Land, including all of Owner's water rights, rights-of-way, roadways, parking areas, roadbeds, alleyways and reversions or other appurtenances used in connection with the beneficial use of the Land. 2.03. All improvements and fixtures located on the Land owned by Owner including, without limitation, (i) all buildings the building located thereon containing an aggregate of approximately 1,200,000 39,000 square feet (hereinafter referred to as the "BuildingsBuilding"), if owned by Owner; (ii) any and all other buildings, structures and amenities currently located on the Land, if owned by Owner; and, (iii) and all fixtures, apparatus, equipment, vaults, machinery and built-in appliances used in connection with the operation and occupancy of the Land such as heating and air conditioning systems, electrical systems, plumbing systems, sprinkler and other fire protection and life safety systems, refrigeration, ventilation, or other facilities or services on the Land, if owned by Owner Land (all of which are together hereinafter called the "Improvements"). It is specifically understood that such Improvements shall include all tenant alterations in the Buildings Building as of the Closing to the extent such alterations are or become the property of the landlord under the leases in effect with respect to the BuildingsBuilding. 2.04. All personal property located on or in or used exclusively in connection with the Land, Buildings Building and Improvements and owned by Owner and used or usable in the operation of the Property (as defined below) including, without limitation, fittings, appliances, shades, wall-to-wall carpet, draperies, screens and screening, awnings, plants, shrubbery, landscaping, furniture, furnishings, office equipment, lawn care and building maintenance equipment, furniture, computers, wall decorations, art work equipment and other furnishings or items of personal property used or usable in connection with the ownership and operation of the Improvements, including the computers which operate the Buildings' Building's HVAC systems, but excluding all personal property located on the Land or in the Buildings Building owned by tenants of such Buildings Building or contractors who provide service to such Buildings Building or which is not otherwise owned by Owner (hereinafter called the "Personal Property"). A schedule of the Personal Property shall be specifically identified pursuant to an inventory supplied by Owner at the time of the execution hereof and attached hereto as Exhibit C. EXHIBIT B. After the date of this Agreement and, except as otherwise set forth herein, Owner shall not remove any Personal Property from the Buildings Building or Land without the prior written consent of Highwoods. 2.05. All of Owner's interest, if any, in the intangible property now or hereafter owned by Owner and used or usable in connection with the Property including, without limitation, the rights to use the trade style name now used in connection with such property, all leases, subleases, prepaid rent and all security deposits, any other contract or lease rights, escrow deposits, utility agreements, guaranties, warranties or other rights related to the ownership of or use and operation of the Property. A list of all leases of space within the Buildings Building and subleases and other occupancy agreements to be specifically assigned to Highwoods (the "Leases") are shall be set forth on Exhibits D and D-1 EXHIBIT C and attached heretohereto within three (3) business days of the execution hereof. A list of all leasing, service, maintenance and/or management contracts affecting or relating to the Property and to be specifically assigned to and assumed by Highwoods (the "Service Contracts") and all guaranties and warranties relating to the Property together with a description of all pertinent terms and provisions of such Service Contracts, guaranties and warranties are shall be set forth in Exhibit E EXHIBIT D and attached hereto. 2.06. All of Owner's right, title and interest in and to an approximate $600,000.00 escrow deposit with NationsBank, N.A. hereto within three (including accrued interest thereon), pursuant to the terms of an agreement between Owner and The Prudential Insurance Company of America, which sums are being held to pay for certain tenant improvement obligations of Owner to AT&T Corporation upon a renewal of its lease for a portion 3) business days of the Property (the "AT&T Escrow"). The Consideration shall be increased by the amount of the AT&T Escrowexecution hereof. All of the items of property described in Subsections 2.01, 2.02, 2.03, 2.04, 2.04 and 2.05 and 2.06 above are hereinafter collectively called the "Property."

DESCRIPTION OF THE PROPERTY. The Property owned by Owner which is Properties consist of the subject following: Each of this Agreement is as follows: 2.01. A fee simple interest in those certain lots the hotel and/or resort properties or parcels of land the leasehold interests therein (the "Fee Parcels"“Land”) in DeKalb County, Georgia, containing approximately 16 acres as more particularly described listed on Exhibit B Schedule A attached hereto and a leasehold interest (other than the "Leasehold Interest"Joint Venture Properties) in approximately 61 acres as more particularly described on Exhibit B-1 together with (hereinafter collectively called the "Land"). 2.02. All i) all of Owner's Seller’s right, title and interest in and to all rights, privileges, privileges and easements appurtenant to the Land, including including, without limitation, all minerals, oil, gas, and other hydrocarbon substances on and under the Land, as well as all development rights, air rights, water, water rights and water stock relating to the Land, any rights to any land lying in the bed of Owner's water rightsany existing dedicated street, road or alley adjoining the Land and to all strips and gores adjoining the Land, and any other easements, rights-of-way, roadways, parking areas, roadbeds, alleyways and reversions or other appurtenances used in connection with the beneficial use and enjoyment of the Land. 2.03. All improvements Land (collectively referred to as the “Appurtenances”); (ii) all of Seller’s right, title and fixtures interest in all improvements, fixtures, buildings, and structures presently located on the Land owned by Owner including, without limitation, (i) all buildings located thereon containing an aggregate of approximately 1,200,000 square feet (hereinafter referred to as "Buildings"), if owned by Owner; (ii) any and all other apparatus, equipment and appliances affixed to the Land or located within such improvements, buildings, or structures and amenities currently located on the Land, if owned by Owner; and, (iii) all fixtures, apparatus, equipment, vaults, machinery affixed thereto and built-in appliances used in connection with the operation and or occupancy of the Land such as improvements, fixtures, buildings and structures including without limitation, heating and air conditioning systems, electrical systems, plumbing systems, sprinkler systems and other fire protection and life safety systemsfacilities used to provide any utility services, refrigeration, ventilation, garage disposal, recreation, or other facilities or services on or to such improvements, fixtures, buildings and/or structures (collectively, the Land, if owned by Owner “Improvements”); (iii) all of which are together hereinafter called Seller’s right, title and interest in all items of tangible personal property consisting of furniture, furnishings, china, glassware, silverware, cutlery, kitchen equipment and utensils, vehicles, inventories of food and beverages in opened or unopened cases, in-use or reserve stock of linens, towels, paper goods, soap, cleaning supplies and the "Improvements"). It is specifically understood that such Improvements shall include all tenant alterations like, and other tangible personal property of every kind and nature located in the Buildings as of the Closing Improvements, to the extent such alterations are or become assignable (collectively, the property “Tangible Personal Property”); and (iv) all of the landlord under the leases Seller’s right, title, and interest in effect with respect and to the Buildings. 2.04. All all intangible personal property located on owned or in or possessed by Seller and used exclusively in connection with the Landownership, Buildings and Improvements and owned by Owner and used lease, or usable in the operation of the Property (as defined below) including, without limitation, fittings, appliances, shades, wall-to-wall carpet, draperies, screens and screening, awnings, plants, shrubbery, landscaping, furniture, furnishings, office equipment, lawn care and building maintenance equipment, furniture, computers, wall decorations, art work and other furnishings or items of personal property used or usable in connection with the ownership and operation of the Improvements, including without limitation all service, supply, operating and maintenance contracts (collectively, the computers which operate the Buildings' HVAC systems“Service Contracts”), but excluding all personal property any leases, contracts and agreements pertaining to facilities not located on a Property but that are necessary, beneficial or related to the Land or in the Buildings owned by tenants operation of such Buildings or contractors who provide service to such Buildings or which is not otherwise owned by Owner (hereinafter called the "Personal a Property"). A schedule of the Personal Property shall be specifically identified pursuant to an inventory supplied by Owner at the time of the execution hereof and attached hereto as Exhibit C. After the date of this Agreement and, except as otherwise set forth herein, Owner shall not remove any Personal Property from the Buildings or Land without the prior written consent of Highwoods. 2.05. All of Owner's interest, if any, in the intangible property now or hereafter owned by Owner and used or usable in connection with the Property including, without limitation, the rights to use the trade name now used in connection with such propertyagreements for local golf courses, all parking contracts or leases, subleasesgarage contracts or leases, prepaid rent and all security deposits, any other contract or lease rights, escrow deposits, utility storm water management agreements, guarantiesequipment leases (collectively, warranties the “Equipment Leases”), space leases (collectively, the “Space Leases”), licenses, permits and approvals required by any governmental or other rights related quasi-governmental agency (collectively, the “Licenses and Permits”), business records, plans and specifications pertaining to the ownership of Improvements and/or the Tangible Personal Property, websites, FTP files, advance bookings and reservations, Management Agreements or use Franchise Agreements (as defined in Section 5 hereof), third party warranties and operation of the Property. A list of all leases of space within the Buildings and subleases and other occupancy agreements to be specifically assigned to Highwoods (the "Leases") are set forth on Exhibits D and D-1 and attached hereto. A list of all service, maintenance and/or contracts affecting or guaranties relating to the Property and to be specifically assigned to and assumed by Highwoods (Improvements, the "Service Contracts") and Tangible Personal Property, or any part thereof, all guaranties and warranties relating to the Property together with a description of all pertinent terms and provisions of such Service Contractsextent assignable (collectively, guaranties and warranties are set forth in Exhibit E and attached hereto. 2.06. All of Owner's right, title and interest in and to an approximate $600,000.00 escrow deposit with NationsBank, N.A. (including accrued interest thereon), pursuant to the terms of an agreement between Owner and The Prudential Insurance Company of America, which sums are being held to pay for certain tenant improvement obligations of Owner to AT&T Corporation upon a renewal of its lease for a portion of the Property (the "AT&T Escrow"“Intangible Personal Property”). The Consideration shall be increased by Land, Appurtenances, Improvements, Tangible Personal Property, and Intangible Personal Property are, with respect to each hotel and/or resort property collectively referred to as a “Property” and all such hotels and/or resort properties are collectively referred to as the amount of the AT&T Escrow. All of the items of property described in Subsections 2.01, 2.02, 2.03, 2.04, 2.05 and 2.06 above are hereinafter collectively called the "Property“Properties”)."

DESCRIPTION OF THE PROPERTY. The Property owned by Owner which is the subject of this Agreement is as followsconsists of the following: 2.01. A fee simple interest (a) The land located at 000 Xxxxxxxxxx Xxx and 00 Xxxxxx Xxxx Road, both in those certain lots or parcels of land (the "Fee Parcels") in DeKalb CountySmithfield, Georgia, containing approximately 16 acres as Rhode Island which is more particularly described on Exhibit B in Schedule A attached hereto and a leasehold interest (the "Leasehold Interest"“Land”) in approximately 61 acres as more particularly described on Exhibit B-1 together with (hereinafter collectively called the "Land"). 2.02. All of Owner's right, title and interest in and to i) all rights, privileges, privileges and easements appurtenant to the Land owned by Seller, including, without limitation, all minerals, oil, gas, and other hydrocarbon substances on and under the Land, including as well as all development rights, air rights, water, water rights and water stock relating to the Land, any rights to any land lying in the bed of Owner's water rightsany existing dedicated street, road or alley adjoining the Land and to all strips and gores adjoining the Land, and any other easements, rights-of-way, roadways, parking areas, roadbeds, alleyways and reversions or other appurtenances used in connection with the beneficial use and enjoyment of the Land. 2.03. All improvements Land (collectively referred to as the “Appurtenances”); and (ii) all buildings, improvements, structures and fixtures located on the Land (collectively, the “Improvements”), and, to the extent owned by Owner includingSeller, without limitation, (i) all buildings located thereon containing an aggregate of approximately 1,200,000 square feet (hereinafter referred to as "Buildings"), if owned by Owner; (ii) any and all other structures and amenities currently located on the Land, if owned by Owner; and, (iii) all fixtures, apparatus, equipment, vaults, machinery equipment and built-in appliances used in connection with the operation and or occupancy of the Land improvements, such as as, but without limitation, heating and air conditioning systems, electrical systems, plumbing systems, sprinkler systems and other fire protection and life safety systemsfacilities used to provide any utility services, refrigeration, ventilation, garage disposal, recreation, or other facilities or services on the improvements, (which Land, if together with the Appurtenances and Improvements, is collectively referred to as the “Real Property”). (b) The tangible personal property owned by Owner (Seller, including machinery and equipment, together with all other personal property, equipment and furnishings of which are together hereinafter called the "Improvements"). It is specifically understood that such Improvements shall include all tenant alterations in the Buildings as of the Closing to the extent such alterations are or become the property of the landlord under the leases in effect with respect to the Buildings. 2.04. All personal property Seller located on or in or used exclusively in connection with the LandReal Property to be described in Exhibit B attached hereto, Buildings (which Exhibit B Seller and Improvements and owned by Owner and used or usable in Buyer will finalize prior to the operation expiration of the Property Inspection Period (as defined belowhereinafter defined) includingbut in any event, without limitation, fittings, appliances, shades, wall-to-wall carpet, draperies, screens the mutually approved Exhibit B will be a condition precedent to Closing) and screening, awnings, plants, shrubbery, landscaping, furniture, furnishings, office equipment, lawn care and building maintenance equipment, furniture, computers, wall decorations, art work and other furnishings or items of personal property used or usable in connection with the ownership and operation of the Improvements, including the computers which operate the Buildings' HVAC systems, but excluding all personal property located on the Land or in the Buildings owned by tenants of such Buildings or contractors who provide service to such Buildings or which is not otherwise owned by Owner Improvements on the Closing Date (as hereinafter called defined) (collectively, the "“Personal Property"”). A schedule . (c) To the extent assignable, all of the Personal Property shall be specifically identified pursuant to an inventory supplied by Owner at the time interest of the execution hereof and attached hereto as Exhibit C. After the date of this Agreement and, except as otherwise set forth herein, Owner shall not remove Seller in any Personal Property from the Buildings or Land without the prior written consent of Highwoods. 2.05. All of Owner's interest, if any, in the intangible personal property now or hereafter owned by Owner Seller and used or usable in connection with the Property includingownership, without limitationuse, and operation of the Real Property, the rights Appurtenances, Improvements, and Personal Property approved by Seller pursuant to use the trade name now used in connection with such property, all leases, subleases, prepaid rent and all security depositsprovisions of this Agreement, any other contract or lease rightspermits and approvals, escrow depositscontracts, utility agreements, guaranties, warranties or other rights related relating to the ownership of or ownership, use and operation of the Property. A list of , all leases of space within the Buildings building warranties and subleases and other occupancy agreements to be specifically assigned to Highwoods (the "Leases") are set forth on Exhibits D and D-1 and attached hereto. A list of all service, maintenance and/or contracts affecting or relating guarantees to the extent in the possession of Seller (all of which are collectively referred to as the “Intangible Property”). (d) BUYER ACKNOWLEDGES THAT BUYER HAS BEEN GIVEN THE OPPORTUNITY TO FULLY INSPECT THE PROPERTY AND THE BUYER UNDERSTANDS THAT, EXCEPT AS EXPRESSLY SET FORTH IN ARTICLE 4 BELOW, THE SALE OF THE PROPERTY IS WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, TYPE OR NATURE, EXPRESS OR IMPLIED (INCLUDING, WITHOUT LIMITATION, THE FACT THAT NO REPRESENTATIONS OR WARRANTIES ARE BEING MADE OR HAVE BEEN MADE IN CONNECTION WITH THE PROPERTY, TITLE TO THE PROPERTY, THE SUITABILITY OF THE PROPERTY FOR DEVELOPMENT, THE CONDITION OF ANY IMPROVEMENTS THEREON, IF ANY, THE SOIL CONDITION, COMPACTION OR BEARING ABILITY THEREOF, ANY ENVIRONMENTAL OR HAZARDOUS MATERIALS CONDITION, THE INCOME TO BE DERIVED FROM THE PROPERTY, OR THE COMPLIANCE OF THE PROPERTY WITH ANY LAWS, RULES, ORDINANCES, OR REGULATIONS) AND THE BUYER IS PURCHASING THE PROPERTY “AS IS,” “WHERE IS” AND “WITH ALL FAULTS,” WITHOUT ANY OBLIGATION ON THE PART OF SELLER. SELLER HEREBY DISCLAIMS ANY AND ALL WARRANTIES WITH RESPECT TO THE PROPERTY, INCLUDING, WITHOUT LIMITATION, WARRANTIES AS TO QUALITY, SUITABILITY AND FITNESS FOR A PARTICULAR PURPOSE. (e) The provisions of Section 2(d) shall survive the Closing. The Real Property and to be specifically assigned to and assumed by Highwoods (the "Service Contracts") and all guaranties and warranties relating to the Intangible Property together with a description of all pertinent terms and provisions of such Service Contracts, guaranties and warranties are set forth in Exhibit E and attached hereto. 2.06. All of Owner's right, title and interest in and to an approximate $600,000.00 escrow deposit with NationsBank, N.A. (including accrued interest thereon), pursuant to the terms of an agreement between Owner and The Prudential Insurance Company of America, which sums are being held to pay for certain tenant improvement obligations of Owner to AT&T Corporation upon a renewal of its lease for a portion of the Property (the "AT&T Escrow"). The Consideration shall be increased by the amount of the AT&T Escrow. All of the items of property described in Subsections 2.01, 2.02, 2.03, 2.04, 2.05 and 2.06 above are hereinafter referred to collectively called as the "“Property."”

DESCRIPTION OF THE PROPERTY. The Property owned by Owner which is the subject of this Agreement is as followsconsists of the following: 2.01. A fee simple interest (a) The land located in those certain lots or parcels of land (the "Fee Parcels") in DeKalb CountyMerrimack, Georgia, containing approximately 16 acres New Hampshire and known as 0 Xxxxxx Xxxxxx more particularly described on Exhibit B in Schedule A attached hereto and a leasehold interest (the "Leasehold Interest") in approximately 61 acres as more particularly described on Exhibit B-1 (hereinafter collectively called the "Land"). 2.02. All of Owner's right, title and interest in and to ) together with (i) all rights, privileges, privileges and easements appurtenant to the Land owned by Seller, including, without limitation, all minerals, oil, gas, and other hydrocarbon substances on and under the Land, including as well as all development rights, air rights, water, water rights and water stock relating to the Land, any rights to any land lying in the bed of Owner's water rightsany existing dedicated street, road or alley adjoining the Land and to all strips and gores adjoining the Land, and any other easements, rights-of-way, roadways, parking areas, roadbeds, alleyways and reversions or other appurtenances used in connection with the beneficial use and enjoyment of the Land. 2.03. All Land (collectively referred to as the "Appurtenances"); and (ii) all improvements and fixtures located on the Land owned by Owner (collectively, the "Improvements"), including, without limitation, (i) all buildings located thereon containing an aggregate of that certain building containing, in the aggregate, approximately 1,200,000 16,000 square feet (hereinafter referred to of space, as "Buildings"), if owned by Owner; (ii) any and well as all other buildings and structures and amenities currently presently located on the Land, if owned by Owner; and, (iii) all fixtures, apparatus, equipment, vaults, machinery equipment and built-in appliances used in connection with the operation and or occupancy of the Land improvements, such as as, but without limitation, heating and air conditioning systems, electrical systems, plumbing systems, sprinkler systems and other fire protection and life safety systemsfacilities used to provide any utility services, refrigeration, ventilation, garage disposal, recreation, or other facilities or services on the improvements, (which Land, if owned by Owner (all of which are together hereinafter called with the Appurtenances and Improvements, is collectively referred to as the "ImprovementsReal Property"). It is specifically understood that such Improvements shall include all tenant alterations in the Buildings as of the Closing to the extent such alterations are or become the property of the landlord under the leases in effect with respect to the Buildings. 2.04. All (b) The tangible personal property property, if any, described in Schedule B attached hereto together with all other personal property, equipment and furnishings of Seller located on or in or used exclusively in connection with the Land, Buildings and Improvements and owned by Owner and used or usable in the operation of the Real Property (as defined below) includingcollectively, without limitation, fittings, appliances, shades, wall-to-wall carpet, draperies, screens and screening, awnings, plants, shrubbery, landscaping, furniture, furnishings, office equipment, lawn care and building maintenance equipment, furniture, computers, wall decorations, art work and other furnishings or items of personal property used or usable in connection with the ownership and operation of the Improvements, including the computers which operate the Buildings' HVAC systems, but excluding all personal property located on the Land or in the Buildings owned by tenants of such Buildings or contractors who provide service to such Buildings or which is not otherwise owned by Owner (hereinafter called the "Personal Property"). A schedule ; and (c) All of the Personal Property shall be specifically identified pursuant to an inventory supplied by Owner at the time interest of the execution hereof and attached hereto as Exhibit C. After the date of this Agreement and, except as otherwise set forth herein, Owner shall not remove Seller in any Personal Property from the Buildings or Land without the prior written consent of Highwoods. 2.05. All of Owner's interest, if any, in the intangible personal property now or hereafter owned by Owner Seller and used or usable in connection with the Property ownership, use, and operation of the Real Property, the Appurtenances, Improvements, and Personal Property, including, without limitation, the rights right to use the any logo, trade name now or trademark used in connection with such propertytherewith and, all leases, subleases, prepaid rent and all security depositsto the extent that the same are approved by Buyer pursuant to the provisions of this Agreement, any other contract or lease rightspermits and approvals, escrow depositscontracts, utility subcontracts, agreements, guaranties, warranties or other rights related relating to the ownership of or ownership, use and operation of the Property. A list , all building warranties and guarantees, all of Seller's rights under any construction contracts and agreements, and payment, performance and surety bonds (all leases of space within the Buildings and subleases and other occupancy agreements which are collectively referred to be specifically assigned to Highwoods (as the "Leases") are set forth on Exhibits D and D-1 and attached hereto. A list of all service, maintenance and/or contracts affecting or relating to the Property and to be specifically assigned to and assumed by Highwoods (the "Service Contracts") and all guaranties and warranties relating to the Property together with a description of all pertinent terms and provisions of such Service Contracts, guaranties and warranties are set forth in Exhibit E and attached hereto. 2.06. All of Owner's right, title and interest in and to an approximate $600,000.00 escrow deposit with NationsBank, N.A. (including accrued interest thereon), pursuant to the terms of an agreement between Owner and The Prudential Insurance Company of America, which sums are being held to pay for certain tenant improvement obligations of Owner to AT&T Corporation upon a renewal of its lease for a portion of the Property (the "AT&T EscrowIntangible Property"). The Consideration shall be increased by the amount of the AT&T Escrow. All of the items of property described in Subsections 2.01, 2.02, 2.03, 2.04, 2.05 Real Property and 2.06 above Intangible Property are hereinafter referred to collectively called as the "Property."