Common use of Items to be Delivered by Seller at Closing Clause in Contracts

Items to be Delivered by Seller at Closing. At Closing Seller agrees to deliver the following items to Purchaser. Drafts of all documents to be delivered at Closing as specified in this Agreement shall be prepared by Purchaser’s counsel and submitted to Seller for review and approval at least five (5) days prior to the Closing Date. A. A duly executed Limited Warranty Deed, in the form attached hereto as Exhibit C and by this reference made a part hereof conveying to Purchaser or its assigns, fee simple title to the Property, using the legal description on Exhibit A hereto and subject only to the Permitted Exceptions. In the event the Survey legal description on Purchaser’s Survey of the Land differs from the legal description attached hereto as Exhibit A, then Seller shall also execute a quitclaim deed with the Survey legal description, in form acceptable for recording, of the type customarily used for commercial real estate transactions in the State of Georgia. B. A duly executed affidavit in the form attached hereto as Exhibit D. C. A duly executed Certification of Non-Foreign Status that pursuant to Section 1445 of the Internal Revenue Code, certifies Seller is not a foreign person, foreign corporation, foreign partnership, foreign trust or foreign estate or disregarded entity (as those terms are defined in the Internal Revenue Code and Income Tax Regulations), provided that if Seller cannot execute such Certification because Seller is a foreign person, Purchaser shall withhold such portion of the Purchase Price as is required by law. D. An affidavit of Seller’s residence in accordance with O.C.G.A. §48-7-128. E. A Bring-Down Certificate executed by Seller as specified in the penultimate paragraph of Article XII. F. A General Assignment of all Seller’s right, title and interest in and to all permits and approvals affecting the Property and all other intangible property rights of Seller in the Property. G. A duly executed IRS Form 1099-S, a duly executed Designation of Reporting Agent Agreement and a duly executed Transferor Identification Certificate. H. Such evidence as is required by the Title Company to delete any and all security deeds encumbering the Land from the Commitment to be marked at Closing. I. Such evidence as is reasonably required by the Title Company and the Purchaser evidencing the authority of Seller and those individuals acting on behalf of Seller to enter into this Agreement and consummate the transaction contemplated herein. J. A Closing Statement evidencing the prorations between Seller and Purchaser and disbursements made in connection with this transaction (the “Closing Statement”). K. Any other documents referred to or specified in this Agreement or required by the Title Company, and any other documents or agreements deemed necessary or reasonably appropriate by Purchaser’s and Seller’s respective counsel.

Items to be Delivered by Seller at Closing. At Closing Seller agrees to deliver the following items to Purchaser. Drafts of all documents to be delivered at Closing as specified in this Agreement shall be prepared by Purchaser’s counsel and submitted to Seller for review and approval at least five (5) days prior to the Closing Date. A. A duly executed Limited Special Warranty Deed, in the form attached hereto as Exhibit C and by this reference made a part hereof conveying to Purchaser or its assigns, fee simple title to the Property, using the legal description on Exhibit A hereto and subject only to the Permitted Exceptions. In the event the Survey legal description on Purchaser’s Survey of the Land differs from the legal description attached hereto as Exhibit A, then Seller shall also execute a quitclaim deed with the Survey legal description, in form acceptable for recording, of the type customarily used for commercial real estate transactions in the State of GeorgiaFlorida, conveying to Purchaser or its assigns, fee simple title to the Property. B. A duly executed affidavit in a form customarily used for commercial real estate transactions in the form attached hereto as Exhibit D.State of Florida and which is acceptable to Purchaser and to First American Title Insurance Company (the “Title Company”), showing among other things that all debts for labor and materials in respect of the Property incurred by or on behalf of Seller have been paid in full and that there are no outstanding claims, suits, debts, rights of occupancy, encumbrances, liens or judgments against the Property, except matters approved by Purchaser pursuant to Article III hereof and any gap indemnity required by the Title Company. C. A duly executed Certification of Non-Foreign Status that pursuant to Section 1445 of the Internal Revenue Code, certifies Seller is not a foreign person, foreign corporation, foreign partnership, foreign trust or foreign estate or disregarded entity (as those terms are defined in the Internal Revenue Code and Income Tax Regulations), provided that if Seller cannot execute such Certification because Seller is a foreign person, Purchaser shall withhold such portion of the Purchase Price as is required by law. D. An affidavit of Seller’s residence in accordance with O.C.G.A. §48-7-128. E. A Bring-Down Certificate executed by Seller as specified in the penultimate paragraph of Article XII. F. A General Assignment of all Seller’s right, title and interest in and to all permits and approvals affecting the Property and all other intangible property rights of Seller in the Property. G. A duly executed IRS Form 1099-S, a duly executed Designation of Reporting Agent Agreement and a duly executed Transferor Identification Certificate. H. Such evidence as is required by the Title Company to delete any and all security deeds encumbering the Land from the Commitment to be marked at Closing. I. Such evidence as is reasonably required by the Title Company and the Purchaser evidencing the authority of Seller and those individuals acting on behalf of Seller to enter into this Agreement and consummate the transaction contemplated herein. J. E. A duly executed Grant of Easements in form acceptable for recording, and in form and substance satisfactory to Seller and Purchaser. F. A duly executed Assignment, in form acceptable for recording, of all of Seller’s right, title and interest, if any, and to the extent assignable, in all intangible property used or useful in connection with the Property, including, but not limited to, all contract rights, permits, entitlements and governmental approvals for purposes of assigning and allocating to Purchaser the development entitlements to the Property for the development of the Property as a 249-unit apartment community. G. A Closing Statement evidencing the prorations between Seller and Purchaser and disbursements made in connection with this transaction (the “Closing Statement”). K. H. Any other documents referred to or specified in this Agreement or required by the Title Company, and any other documents or agreements deemed necessary or reasonably appropriate by Purchaser’s and Seller’s respective counsel.

Items to be Delivered by Seller at Closing. At Closing Closing, Seller agrees to deliver the following items to Purchaser. Drafts of all documents to be delivered at Closing as specified in this Agreement shall be prepared by PurchaserSeller’s counsel (unless otherwise provided herein) and submitted to Seller Purchaser for review and approval at least five (5) days prior to the Closing Date. A. A duly executed Limited Warranty Deed (the “Deed, in the form attached hereto as Exhibit C and by this reference made a part hereof conveying to Purchaser or its assigns, fee simple title to the Property, using the legal description on Exhibit A hereto and subject only to the Permitted Exceptions. In the event the Survey legal description on Purchaser’s Survey of the Land differs from the legal description attached hereto as Exhibit A, then Seller shall also execute a quitclaim deed with the Survey legal description, ”) in form acceptable for recording, of the type customarily used for commercial real estate transactions in the State of Georgia, conveying to Purchaser or its assigns, fee simple title to the Property subject to the Permitted Exceptions to title pursuant to Article III hereof. B. A duly executed affidavit in a form customarily used for commercial real estate transactions in the form attached hereto as Exhibit D.State of Georgia and which is acceptable to the Title Company in order to delete the standard exceptions for mechanics’ and materialmen’s liens and parties in possession (other than matters which would be shown by a current survey) from the title policy at Closing, showing among other things that all debts for labor and materials in respect of the Property incurred by or on behalf of Seller have been paid in full and that there are no outstanding claims, suits, debts, rights of occupancy, encumbrances, liens or judgments against the Property, except for the Permitted Exceptions pursuant to Article III hereof. C. A duly executed Certification of Non-Foreign Status that pursuant to Section 1445 of the Internal Revenue Code, certifies Seller is not a foreign person, foreign corporation, foreign partnership, foreign trust or foreign estate or disregarded entity (as those terms are defined in the Internal Revenue Code and Income Tax Regulations), provided that if Seller cannot execute such Certification because Seller is a foreign person, Purchaser shall withhold such portion of the Purchase Price as is required by law. D. An affidavit of Seller’s residence in accordance with A duly executed Affidavit that pursuant to O.C.G.A. §§ 48-7-128128 et seq., no withholding from the proceeds of the transaction contemplated hereby is required. E. A Bring-Down Certificate executed by Seller as specified in the penultimate paragraph of Article XII. F. A General Assignment of all Seller’s right, title and interest in and to all permits and approvals affecting the Property and all other intangible property rights of Seller in the Property. G. A duly executed IRS Form 1099-S, a duly executed Designation of Reporting Agent Agreement and a duly executed Transferor Identification Certificate. H. Such evidence as is required by the Title Company to delete any and all security deeds encumbering the Land from the Commitment to be marked at Closing. I. Such evidence as is reasonably required by the Title Company and the Purchaser evidencing the authority of Seller and those individuals acting on behalf of Seller to enter into this Agreement and consummate the transaction contemplated herein; provided that any resolution required will be prepared by Seller’s counsel and approved by Purchaser and Title Company. J. F. A Closing Statement evidencing the prorations between Seller and Purchaser and disbursements made in connection with this transaction (the “Closing Statement”)transaction. K. G. Any other documents referred to or specified in this Agreement or required by the Title Company, and any other documents or agreements deemed necessary or reasonably appropriate by Purchaser’s and Seller’s respective counsel.

Items to be Delivered by Seller at Closing. At Closing Seller agrees to deliver the following items to Purchaser. Drafts of all documents to be delivered at Closing as specified in this Agreement shall be prepared by Purchaser’s counsel and submitted to Seller for review and approval at least five (5) days prior to the Closing Date. A. A duly executed Limited Warranty Deed, in the form attached hereto as Exhibit C and by this reference made a part hereof conveying to Purchaser or its assigns, fee simple title to the Property, using the legal description on Exhibit A hereto and subject only to the Permitted Exceptions. In the event the Survey legal description based on Purchaser’s Survey of the Land differs from the legal description attached hereto as Exhibit A, then Seller shall also execute a quitclaim deed with the Survey legal description, in form acceptable for recording, of the type customarily used for commercial real estate transactions in the State of Georgia. B. A duly executed affidavit in the form attached hereto as Exhibit D. C. A duly executed Certification of Non-Foreign Status that pursuant to Section 1445 of the Internal Revenue Code, certifies Seller is not a foreign person, foreign corporation, foreign partnership, foreign trust or foreign estate or disregarded entity (as those terms are defined in the Internal Revenue Code and Income Tax Regulations), provided that if Seller cannot execute such Certification because Seller is a foreign person, Purchaser shall withhold such portion of the Purchase Price as is required by law. D. An affidavit of Seller’s residence in accordance with O.C.G.A. §48-7-12848–7–128. E. A Bring-Down Certificate executed by Seller as specified in the penultimate paragraph of Article XII. F. A General Assignment of all Seller’s right, title and interest in and to (i) all surveys and engineering materials, (ii) all permits and approvals affecting the Property Property, and (iii) all other intangible property rights of Seller in the Property. G. A duly executed IRS Form 1099-S, a duly executed Designation of Reporting Agent Agreement and a duly executed Transferor Identification Certificate. H. Such evidence documents as is are required by the Title Company to delete any and all security deeds encumbering the Land on the Effective Date or subsequently created by Seller from the Commitment to be marked at Closing. I. Such evidence as is reasonably required by the Title Company and the Purchaser evidencing the authority of Seller and those individuals acting on behalf of Seller to enter into this Agreement and consummate the transaction contemplated herein. J. A Closing Statement evidencing the prorations between Seller and Purchaser and disbursements made in connection with this transaction (the “Closing Statement”). K. Any other documents referred to or specified in this Agreement or required by the Title Company, and any other documents or agreements deemed necessary or reasonably appropriate by Purchaser’s and Seller’s respective counselAgreement.

Items to be Delivered by Seller at Closing. At Closing Seller agrees to deliver the following items to Purchaser. Drafts of all documents to be delivered at Closing as specified in this Agreement shall be prepared by Purchaser’s counsel and submitted to Seller for review and approval at least five (5) days prior to the Closing Date. A. A duly executed Limited Special Warranty Deed, in the form attached hereto as Exhibit C and by this reference made a part hereof conveying to Purchaser or its assigns, fee simple title to the Property, using the legal description on Exhibit A hereto and subject only to the Permitted Exceptions. In the event the Survey legal description on Purchaser’s Survey of the Land differs from the legal description attached hereto as Exhibit A, then Seller shall also execute a quitclaim deed with the Survey legal description, in form acceptable for recording, of the type customarily used for commercial real estate transactions in the State of GeorgiaTennessee, conveying to Purchaser or its assigns, fee simple title to the Property. B. A duly executed affidavit in a form customarily used for commercial real estate transactions in the form attached hereto as Exhibit D.State of Tennessee and which is acceptable to Purchaser and to First American Title Insurance Company (the “Title Company”), showing among other things that all debts for labor and materials in respect of the Property incurred by or on behalf of Seller have been paid in full and that there are no outstanding claims, suits, debts, rights of occupancy, encumbrances, liens or judgments against the Property, except matters approved by Purchaser pursuant to Article III hereof and any gap indemnity required by the Title Company. C. A duly executed Certification of Non-Foreign Status that pursuant to Section 1445 of the Internal Revenue Code, certifies Seller is not a foreign person, foreign corporation, foreign partnership, foreign trust or foreign estate or disregarded entity (as those terms are defined in the Internal Revenue Code and Income Tax Regulations), provided that if Seller cannot execute such Certification because Seller is a foreign person, Purchaser shall withhold such portion of the Purchase Price as is required by law. D. An affidavit of Seller’s residence in accordance with O.C.G.A. §48-7-128. E. A Bring-Down Certificate executed by Seller as specified in the penultimate paragraph of Article XII. F. A General Assignment of all Seller’s right, title and interest in and to all permits and approvals affecting the Property and all other intangible property rights of Seller in the Property. G. A duly executed IRS Form 1099-S, a duly executed Designation of Reporting Agent Agreement and a duly executed Transferor Identification Certificate. H. Such evidence as is required by the Title Company to delete any and all security deeds encumbering the Land from the Commitment to be marked at Closing. I. Such evidence as is reasonably required by the Title Company and the Purchaser evidencing the authority of Seller and those individuals acting on behalf of Seller to enter into this Agreement and consummate the transaction contemplated herein. J. E. A Closing Statement evidencing the prorations between Seller and Purchaser and disbursements made in connection with this transaction (the “Closing Statement”). K. F. A duly executed Grant of Easements between Seller and Purchaser, in form acceptable to Seller and Purchaser, conveying to Purchaser easements over Lot 2 as per Final Subdivision Plat recorded in Plat Book 56, pages 97 a-c (the “Grant of Easements”) for drainage, road construction and parking. G. A duly executed Estoppel Certificate from Corporate Centre Owners Association, Inc. and/or the Architectural Control Committee, as appropriate, with respect to the Declaration of Covenants, Conditions and Restrictions for Corporate Centre dated as of December 21, 2005 by Crescent Resources, LLC, recorded in Book 3781, page 940, Xxxxxxxxxx County, Tennessee Registry, in form acceptable to Purchaser. H. Any other documents referred to or specified in this Agreement or required by the Title Company, and any other documents or agreements deemed necessary or reasonably appropriate by Purchaser’s and Seller’s respective counsel.

Items to be Delivered by Seller at Closing. At Closing Seller agrees to deliver the following items to Purchaser. Drafts of all documents to be delivered at Closing as specified in this Agreement shall be prepared by PurchaserSeller’s counsel and submitted to Seller Purchaser for review and approval at least five (5) days prior to the Closing Date. A. A duly executed Limited Special Warranty Deed (the “Deed, in the form attached hereto as Exhibit C and by this reference made a part hereof conveying to Purchaser or its assigns, fee simple title to the Property, using the legal description on Exhibit A hereto and subject only to the Permitted Exceptions. In the event the Survey legal description on Purchaser’s Survey of the Land differs from the legal description attached hereto as Exhibit A, then Seller shall also execute a quitclaim deed with the Survey legal description, ”) in form acceptable for recording, of the type customarily used for commercial real estate transactions in the State of GeorgiaNorth Carolina, conveying to Purchaser or its assigns, fee simple title to the Property subject to the Permitted Exceptions and any other exceptions to title which Purchaser approves (or is deemed to approve) pursuant to Article III hereof, together with an executed counterpart of any required transfer tax affidavit or declaration to accompany the Deed. B. A duly executed Xxxx of Sale conveying the Personal Property listed on Exhibit C attached hereto and by this reference incorporated herein, subject to additions and deletions incurred in the normal course of business, with a warranty of title except for the Permitted Exceptions, but with no other warranty or representation, as such property is being conveyed to Purchaser on an “as-is, where-is” basis. C. A duly executed affidavit in a form customarily used for commercial real estate transactions in the form attached hereto as Exhibit D.State of North Carolina and which is acceptable to the Title Company showing among other things that all debts for labor and materials in respect of the Property incurred by or on behalf of Seller have been paid in full and that there are no outstanding claims, suits, debts, rights of occupancy, encumbrances, liens or judgments against the Property, except for the Permitted Exceptions and other matters approved (or deemed approved) by Purchaser pursuant to Article III hereof. C. D. A duly executed Certification of Non-Foreign Status that pursuant to Section 1445 of the Internal Revenue Code, certifies Seller is not a foreign person, foreign corporation, foreign partnership, foreign trust or foreign estate or disregarded entity (as those terms are defined in the Internal Revenue Code and Income Tax Regulations), provided that if Seller cannot execute such Certification because Seller is a foreign person, Purchaser shall withhold such portion of the Purchase Price as is required by law. D. An affidavit of Seller’s residence in accordance with O.C.G.A. §48-7-128. E. A Bring-Down Certificate executed by Seller as specified in the penultimate paragraph of Article XII. F. A General Assignment of all Seller’s right, title and interest in and to all permits and approvals affecting the Property and all other intangible property rights of Seller in the Property. G. A duly executed IRS Form 1099-S, a duly executed Designation of Reporting Agent Agreement and a duly executed Transferor Identification Certificate. H. Such evidence as is required by the Title Company to delete any and all security deeds encumbering the Land from the Commitment to be marked at Closing. I. Such evidence as is reasonably required by the Title Company and the Purchaser evidencing the authority of Seller and those individuals acting on behalf of Seller to enter into this Agreement and consummate the transaction contemplated herein. F. A duly executed Assignment (the “Assignment of Leases”) assigning to Purchaser the Seller’s interest as lessor in the leases with respect to the Property, with a limited warranty as to free and clear title. The Assignment of Leases will contain an assumption by Purchaser of the landlord’s obligations thereunder arising from and after Closing, and will also contain a cross-indemnity pursuant to which Seller will indemnify, defend and hold Purchaser harmless as respects all tenant claims arising prior to the Closing Date, and pursuant to which Purchaser will indemnify, defend and hold Seller harmless as respects such claims arising on and after the Closing Date. G. A duly executed Assignment from Seller to Purchaser of all warranties, if any, with respect to the Improvements or equipment of the Property, together with the originals of all such warranties, if in Seller’s possession. Such Assignment shall include an assignment of Seller’s contractual and common law claims, if any, against third parties arising out of or with respect to such warranties, regardless of whether such claims arose prior to or after Closing, but specifically excluding any contractual or common law or any other claims against Xxxxxxx Properties Construction of North Carolina, LLC, Xxxxxxx Properties Construction, Inc., and any other person or entity affiliated with or under common control with Seller or Xxxxxxx X. Xxxxxxx. H. An Assignment of Service Contracts (the “Assignment of Service Contracts”) pursuant to which Seller will transfer and assign to Purchaser all of its interest in and to the Service Contracts (as hereinafter defined), and which Assignment of Service Contracts is more specifically described in Section VI D hereof. Payments due and payable and paid under the Service Contracts will be prorated as provided in Section VII C below. I. A letter to the tenants of the Property stating that the Property and such tenants’ security deposits have been conveyed to Purchaser and that rent should be paid to Purchaser or Purchaser’s designee after Closing. J. All original leases and all tenant records in respect of the Property. K. A Closing Statement evidencing the prorations between Seller and Purchaser and disbursements made in connection with this transaction (the “Closing Statement”)transaction. K. Any other documents referred L. An updated “Rent Roll” certified by Seller to or specified be true and correct in this Agreement or required by the Title Companyall material respects. M. All original certificates of occupancy, and any other documents or agreements deemed necessary or reasonably appropriate plans and specifications of the Improvements that Seller actually has in its possession. N. A payoff letter from AmSouth Bank setting for the amount required to pay in full the loan secured by Purchaser’s that certain Deed of Trust, Security Agreement and Seller’s respective counselAssignment of Rents and Leases executed by Seller and recorded in Book 13281, page 913, et seq., Mecklenburg County, North Carolina Registry. O. All master and/or duplicate keys relating to the Property.

Items to be Delivered by Seller at Closing. At Closing Seller agrees to deliver the following items to Purchaser. Drafts of all documents to be delivered at Closing as specified in this Agreement shall be prepared by PurchaserSeller’s counsel and submitted to Seller Purchaser for review and approval at least five (5) days prior to the Closing Date. A. A duly executed Limited Special Warranty Deed, Deed in the form attached hereto as Exhibit C and by this reference made a part hereof conveying to Purchaser or its assigns, fee simple title to the Property, using the legal description on Exhibit A hereto and subject only to the Permitted Exceptions. In the event the Survey legal description on Purchaser’s Survey of the Land differs from the legal description attached hereto as Exhibit A, then Seller shall also execute a quitclaim deed with the Survey legal description, in form forms acceptable for recording, of the type types customarily used for commercial real estate transactions in the State of GeorgiaFlorida, conveying to Purchaser or its assignee, fee simple title to the Property subject to laws, ordinances and governmental regulations (including but not limited to building, zoning, land use and any subdivision ordinances and regulations) affecting the occupancy, use or enjoyment of the Property, but this Section IV A shall not vary or affect Purchaser’s condition precedent with respect to receiving Land Use Approvals and Site Plan Approval (as hereinafter defined in Article IX); all matters shown on Schedule B-2 of the Commitment which are not Title Defects or are otherwise waived by Purchaser; real estate taxes and assessments for the year of Closing and subsequent years, subject to the proration provisions set forth in Article VII; and those matters disclosed by or depicted on the Survey, which are not Title Defects or are otherwise waived by Purchaser. B. A duly executed affidavit in a form customarily used for commercial real estate transactions in the form attached hereto as Exhibit D.State of Florida and which is acceptable to the Title Company showing among other things that all debts for labor and materials in respect of the Property incurred by or on behalf of Seller have been paid in full and that there are no rights of occupancy with respect to the Property. C. A properly executed memorandum evidencing the repurchase option described in Section XIX L herein. D. An allocation of development rights under the DRI Development Order for a maximum of 344 multifamily residential units. E. A duly executed Certification of Non-Foreign Status that pursuant to Section 1445 of the Internal Revenue Code, certifies Seller is not a foreign person, foreign corporation, foreign partnership, foreign trust or foreign estate or disregarded entity (as those terms are defined in the Internal Revenue Code and Income Tax Regulations), provided that if Seller cannot execute such Certification because Seller is a foreign person, Purchaser shall withhold such portion of the Purchase Price as is required by law. D. An affidavit of Seller’s residence in accordance with O.C.G.A. §48-7-128. E. A Bring-Down Certificate executed by Seller as specified in the penultimate paragraph of Article XII. F. A General Assignment of all Seller’s right, title and interest in and to all permits and approvals affecting the Property and all other intangible property rights of Seller in the Property. G. A duly executed IRS Form 1099-S, a duly executed Designation of Reporting Agent Agreement and a duly executed Transferor Identification Certificate. H. Such evidence as is required by the Title Company to delete any and all security deeds encumbering the Land from the Commitment to be marked at Closing. I. Such evidence as is reasonably required by the Title Company and the Purchaser evidencing the authority of Seller and those individuals acting on behalf of Seller to enter into this Agreement and consummate the transaction contemplated herein. J. G. A Closing Statement closing statement evidencing the prorations between Seller and Purchaser and disbursements made in connection with this transaction (the “Closing Statement”)payment of closing costs specified herein. K. H. Any other documents referred to or specified in this Agreement or reasonably required by the Title Company, and any other documents or agreements deemed necessary or reasonably appropriate by Purchaser’s and Seller’s respective counsel.

Items to be Delivered by Seller at Closing. At Closing Seller agrees to deliver the following items to Purchaser. Drafts Except as elsewhere herein specified, drafts of all documents to be delivered at Closing as specified in this Agreement (except for those specified in Section V A) shall be prepared by Purchaser’s 's counsel and submitted to Seller Seller's counsel for review and approval at least no later than five (5) days prior to the Closing Date. A. A duly executed Limited Warranty Title to the Land shall be conveyed by a limited warranty deed (herein called the "Deed") which will (i) contain a limited warranty of title to the effect that Seller will warrant title to the Purchaser as against any claim by any person owning, in the form holding or claiming by, through or under Seller, but not otherwise, and (ii) be subject only to those title exceptions contained on Exhibit B attached hereto as Exhibit C and by this reference made a part hereof conveying (herein called the "Permitted Exceptions"). Purchaser agrees to Purchaser or its assigns, fee simple acquire title to the Property, using the legal description on Exhibit A hereto and Property subject only to the Permitted Exceptions. Purchaser shall obtain prior to August 1, 1997 (the "Title Out Date"), the expense of which shall be paid by Purchaser, an owner's title insurance binder (the "Binder") issued by Commonwealth Land Title Insurance Company (the "Title Company") committing to insure Purchaser with respect to the Property in the amount of the Purchase Price. In the event that Purchaser notifies the Seller no later than the Title Out Date of Material Title Objections (as hereinafter defined) or of objections as to matters of survey (the "Survey legal description on Objections") in the event Purchaser elects to obtain, at Purchaser’s Survey 's sole cost and expense, a survey of the Land differs Property, affecting the marketability of the Land, Seller shall within ten (10) days after receipt of such notice from Purchaser notify Purchaser as to whether or not Seller will be able to satisfy all such Material Title Objections and Survey Objections as to which Purchaser has notified Seller. In the event that (i) Seller fails to notify Purchaser within such ten (10) days as to whether or not Seller will be able to satisfy such Material Title Objections and Survey Objections or (ii) Seller notifies Purchaser within such ten (10) days that Seller will not be able to satisfy such Material Title Objections and Survey Objections, Purchaser shall have the right only to either (i) elect to terminate this Agreement and receive from the legal description attached hereto as Exhibit A, then Escrowee a return of the Deposit after which return this Agreement shall be null and void and of no further force or effect and neither Purchaser nor Seller shall also execute a quitclaim deed with have any further rights, duties, liabilities or obligations to the other by reason hereof, except for the Inspection Indemnity (as hereinafter defined); or (ii) elect to waive such Material Title Objections and Survey legal descriptionObjections, in form acceptable for recording, which event Purchaser shall be obligated to accept title with such Material Title Objections and Survey Objections and to purchase the Property without reduction of the type customarily used Purchase Price. In the event that within such ten (10) days Seller notifies Purchaser that Seller will be able to satisfy such Material Title Objections and Survey Objections, Seller shall have until the Closing Date the right to satisfy all such Material Title Objections and Survey Objections, and if Seller fails to satisfy such Material Title Objections and Survey Objections by the Closing, Purchaser shall have the right only to either (i) elect to terminate this Agreement and receive from the Escrowee a return of the Deposit after which return this Agreement, except for commercial real estate transactions the Inspection Indemnity, shall be null and void and of no further force or effect and neither Purchaser nor Seller shall have any further rights, duties, liabilities or obligations to the other by reason hereof; or (ii) elect to waive such Material Title Objections and Survey Objections, in which event the Purchaser shall be obligated to accept title with such Material Title Objections and Survey Objections and to purchase the Property without reduction of the Purchase Price. Additionally, Purchaser shall have the right to update its title examination of the Property until the Closing Date. In the event that a Material Title Objection first arises after the effective date of Purchaser's original title examination as respects the Property (as to title matters) or in the State event an objection as to matters of Georgiasurvey (a "Survey Objection") first arises after the date of the survey in the event Purchaser elects to obtain a survey of the Property (as to survey matters), Purchaser shall have the right to notify Seller prior to the Closing Date as to such new Material Title Objections and Survey Objections, and if Seller fails to satisfy such Material Title Objections and Survey Objections by the Closing, Purchaser shall have the right only to either (i) elect to terminate this Agreement and receive from the Escrowee a return of the Deposit after which return this Agreement, except for the Inspection Indemnity, shall be null and void and of no further force or effect and neither Purchaser nor Seller shall have any further rights, duties, liabilities or obligations to the other by reason hereof; or (ii) as to any such new Material Title Objections and Survey Objections which can be cured by the payment of a liquidated amount of money (other than the documents evidencing and securing the Loan) Purchaser shall be entitled to pay at Closing the amount required to cure and remove such matter from the title to the Property and deduct the amount thereof from the Purchase Price otherwise payable to Seller at Closing. The words Material Title Objections as used herein shall mean any matter which the Title Company is unwilling to insure against in an owner's title insurance policy (1986 ALTA Form) other than (i) the Permitted Exceptions, or (ii) a matter caused by any act or omission of Purchaser. In the event Purchaser fails to notify Seller no later than the Title Out Date of a Material Title Objection which was in existence on the effective date of the Binder, such failure of Purchaser to notify Seller shall mean that Purchaser agrees to accept title to the Property subject to such matter and that such matter is no longer a Material Title Objection but is a Permitted Exception. B. A duly executed affidavit Bill xx Sale, with a list of inventory attached (which list will be the same as that previously delivered by Seller to Purchaser pursuant to Section III B hereof subject to additions and deletions incurred in the form attached hereto normal course of business), conveying to Purchaser that portion of the Property which is or may be considered to be personal property, with a warranty of title, except for the Permitted Exceptions, but with no other warranty or representation, as Exhibit D.such property is being conveyed to Purchaser on an "as is" basis. C. A duly executed Certification of NonAssignment assigning to Purchaser the Seller's interest as lessor in the leases with respect to the Property, with a warranty only as to free and clear title except for the Permitted Exceptions. Purchaser shall execute such Assignment to assume Seller's obligations as lessor in the leases with respect to the Property from and after the Closing. This Assignment shall contain a cross-Foreign Status that indemnity pursuant to Section 1445 which Seller shall indemnify and hold Purchaser harmless as to tenant claims arising prior to Closing and Purchaser shall indemnify and hold Seller harmless as to tenant claims arising after Closing. D. An Affidavit of Seller's general partner (in a form customarily utilized in Georgia and which is acceptable to the Title Company and will enable the Title Company to remove the mechanic's lien exception from the owner's title insurance policy to be issued to Purchaser) showing that all debts for labor and materials in respect of the Internal Revenue CodeProperty have been paid in full and that there are no outstanding claims, certifies suits, debts, liens or judgments against the Property, except for the Permitted Exceptions. E. Such evidence or documents as reasonably may be required by the Purchaser or the Title Company evidencing the status and capacity of Seller and the authority of the person or persons who are executing the various documents on behalf of Seller in connection with the sale of the Property. F. A certification from Seller that Seller is not a foreign person, foreign corporation, foreign partnership, foreign trust or foreign estate or disregarded entity partnership (as those terms are defined in the Internal Revenue Code and Income Tax Regulations), provided that if Seller cannot execute such Certification because Seller is a foreign person, Purchaser shall withhold such portion of the Purchase Price as is required by law. D. An affidavit G. A Certificate which will have attached to it a rent roll as of three days prior to the Closing Date, pursuant to which Certificate Seller will certify that the rent roll attached thereto is to the best of Seller’s residence 's knowledge true, correct and complete in accordance with all material respects. H. An Affidavit of Seller's Residence as respects O.C.G.A. §ss. 48-7-128. E. A Bring-Down Certificate executed by Seller as specified in the penultimate paragraph of Article XII. F. A General Assignment of all Seller’s right, title and interest in and to all permits and approvals affecting the Property and all other intangible property rights of Seller in the Property. G. A duly executed I. An IRS Form 1099-S, and a duly executed Designation of Reporting Agent Agreement and a duly executed Transferor Identification CertificateForm. H. J. Such evidence documents as is may reasonably be required by the Title Company to delete any Lender in connection with Purchaser's assumption of the Loan and all security deeds encumbering the Land from the Commitment to be marked at Closingrelease by Lender of Seller's liability in respect thereto. I. Such evidence as K. Appropriate corporate resolutions of Seller's general partner's directors signed and sealed by such general partner's secretary certifying that Seller is reasonably required by a corporate validly existing and in good standing under the Title Company laws of the State of Georgia, with full power and authority to carry on the Purchaser evidencing the authority of Seller and those individuals acting on behalf of Seller business in which it is engaged, to enter into this Agreement, to sell the Property, and to perform Seller's obligations contemplated herein, and authorizing one or more officers of such general partner to sign this Agreement and consummate the transaction contemplated hereinall necessary documentation involved in this transaction, together with a certificate of incumbency as respects such officers of Seller's general partner. J. A Closing Statement evidencing the prorations between Seller and Purchaser and disbursements made in connection with this transaction (the “Closing Statement”). K. L. Any other documents referred to or specified in this Agreement or reasonably requested by Purchaser. M. With respect to the Breezeway Work specified in Section XI C of this Agreement, the contracts, invoices and lien waivers unless Seller has ceased doing the Breezeway Work as instructed by Purchaser as set forth in Section XI C hereof. At Closing, Purchaser agrees to deliver the following items to Seller. Drafts of the documents to be delivered at Closing by Purchaser which are specified in Section V A are to be prepared by Purchaser's counsel and shall be submitted to Seller's counsel for review no later than five (5) days prior to the Closing Date. A. Appropriate corporate resolutions of Purchaser's directors signed and sealed by Purchaser's secretary certifying that Purchaser is a corporation validly existing and in good standing under the laws of the state of its incorporation, duly qualified to do business in the State of Georgia, with full power and authority to carry on the business in which it is engaged, to own the Property which it is purchasing hereunder, to enter into this Agreement, and to perform Purchaser's obligations contemplated herein, and authorizing the president or a vice president and the secretary or an assistant secretary of Purchaser to sign this Agreement and all necessary documentation involved in this transaction, and if Purchaser's rights hereunder are assigned to anyone other than an individual, appropriate corporate resolutions of such corporation's shareholders and directors signed and sealed by such corporation's secretary certifying that such assignee is a corporation validly existing and in good standing under the laws of the state of its incorporation, duly qualified to do business in the State of Georgia, with full power and authority to carry on the business in which it is engaged, to own the Property which it is purchasing hereunder, to enter into this Agreement, and to perform such corporation's obligations contemplated herein, and authorizing an officer of such corporation to sign this Agreement and all necessary documentation involved in this transaction. If such assignee is other than a corporation, similar documents acceptable to Seller's counsel with respect to the authority of those acting for such assignee, and in particular, if such assignee is a limited partnership, a true and correct copy of such assignee's partnership agreement and recorded certificate of limited partnership, and if such assignee is a limited liability company, a true and correct copy of such assignee's articles of organization and operating agreement. B. An Indemnity Agreement in favor of Seller to the effect that the tenants' refundable security deposits being transferred by Seller to Purchaser will be safeguarded, held, administered and paid out by Purchaser as provided by applicable Georgia law and in accordance with the applicable tenant leases, and that Purchaser agrees to indemnify, defend and hold harmless Seller from any loss, cost, or expense (including attorney's fees) suffered or incurred by Seller in respect thereto. C. The cash portion of the Purchase Price as required by and in the manner specified in Section II C hereof. D. An Assumption of the service contracts as specified in Section III C hereof and an Assumption with respect to the leases specified in Section IV C hereof. E. Such documents as may reasonably be required by the Title Company, and any Lender in respect to Purchaser's assumption of the Loan. F. Any other documents referred to or agreements deemed necessary specified in this Agreement or reasonably appropriate requested by Purchaser’s and Seller’s respective counsel.

Items to be Delivered by Seller at Closing. At Closing Seller agrees to deliver the following items to Purchaser. Drafts of all documents to be delivered at Closing as specified in this Agreement shall be prepared by PurchaserSeller’s counsel and submitted to Seller Purchaser for review and approval at least five (5) days prior to the Closing Date. A. A duly executed Limited Special Warranty Deed (the “Deed, in the form attached hereto as Exhibit C and by this reference made a part hereof conveying to Purchaser or its assigns, fee simple title to the Property, using the legal description on Exhibit A hereto and subject only to the Permitted Exceptions. In the event the Survey legal description on Purchaser’s Survey of the Land differs from the legal description attached hereto as Exhibit A, then Seller shall also execute a quitclaim deed with the Survey legal description, ”) in form acceptable for recording, of the type customarily used for commercial real estate transactions in the State of GeorgiaFlorida, conveying to Purchaser or its assigns, fee simple title to the Property subject to the Permitted Exceptions and any other exceptions to title which Purchaser approves (or is deemed to approve) pursuant to Article III hereof, together with an executed counterpart of the Florida Form DR-219 to accompany the Deed. B. A duly executed Xxxx of Sale, with a list of inventory attached (which list will be the same as that previously delivered by Seller to Purchaser pursuant to Section VI C hereof subject to additions and deletions incurred in the normal course of business, conveying to Purchaser that portion of the Property which is or may be considered to be personal property, with a warranty of title except for the Permitted Exceptions, but with no other warranty or representation, as such property is being conveyed to Purchaser on an “as-is, where-is” basis. C. A duly executed affidavit in a form customarily used for commercial real estate transactions in the form attached hereto as Exhibit D.State of Florida and which is acceptable to the Title Company showing among other things that all debts for labor and materials in respect of the Property incurred by or on behalf of Seller have been paid in full and that there are no outstanding claims, suits, debts, rights of occupancy, encumbrances, liens or judgments against the Property, except for the Permitted Exceptions and other matters approved (or deemed approved) by Purchaser pursuant to Article III hereof. C. D. A duly executed Certification of Non-Foreign Status that pursuant to Section 1445 of the Internal Revenue Code, certifies Seller is not a foreign person, foreign corporation, foreign partnership, foreign trust or foreign estate or disregarded entity (as those terms are defined in the Internal Revenue Code and Income Tax Regulations), provided that if Seller cannot execute such Certification because Seller is a foreign person, Purchaser shall withhold such portion of the Purchase Price as is required by law. D. An affidavit of Seller’s residence in accordance with O.C.G.A. §48-7-128. E. A Bring-Down Certificate executed by Seller as specified in the penultimate paragraph of Article XII. F. A General Assignment of all Seller’s right, title and interest in and to all permits and approvals affecting the Property and all other intangible property rights of Seller in the Property. G. A duly executed IRS Form 1099-S, a duly executed Designation of Reporting Agent Agreement and a duly executed Transferor Identification Certificate. H. Such evidence as is required by the Title Company to delete any and all security deeds encumbering the Land from the Commitment to be marked at Closing. I. Such evidence as is reasonably required by the Title Company and the Purchaser evidencing the authority of Seller and those individuals acting on behalf of Seller to enter into this Agreement and consummate the transaction contemplated herein. F. A duly executed Assignment (the “Assignment of Leases”) assigning to Purchaser the Seller’s interest as lessor in the leases with respect to the Property, with a limited warranty as to free and clear title. The Assignment of Leases will contain an assumption by Purchaser of the landlord’s obligations thereunder arising from and after Closing, and will also contain a cross-indemnity pursuant to which Seller will indemnify, defend and hold Purchaser harmless as respects all tenant claims arising prior to the Closing Date, and pursuant to which Purchaser will indemnify, defend and hold Seller harmless as respects such claims arising on and after the Closing Date. G. A duly executed Assignment from Seller to Purchaser of all warranties, if any, with respect to the Improvements or equipment of the Property, together with the originals of all such warranties, if in Seller’s possession. H. An Assignment of Service Contracts (the “Assignment of Service Contracts”) pursuant to which Seller will transfer and assign to Purchaser all of its interest in and to the Service Contracts (as hereinafter defined), and which Assignment of Service Contracts is more specifically described in Section VI D hereof. I. Subject to Purchaser’s approval not to be unreasonably withheld, a letter to the tenants of the Property stating that the Property and such tenants’ security deposits have been conveyed to Purchaser and that rent should be paid to Purchaser or Purchaser’s designee after Closing. J. All original leases and all tenant records in respect of the Property. K. A Closing Statement evidencing the prorations between Seller and Purchaser and disbursements made in connection with this transaction transaction. L. The “Loan Assumption Documents” (the “Closing Statement”as hereinafter defined). K. M. An updated “Rent Roll”. N. Except for appraisals and other documents of a confidential nature, all original documentation that Seller actually has in its possession that pertains to the Property including but not limited to a certificate of occupancy, plans and specifications of the improvements, and site plans and surveys of the Land. O. Any other documents referred to or specified in this Agreement or required by the Title Company, and any other documents or agreements deemed necessary or reasonably appropriate by Purchaser’s and Seller’s respective counsel. P. All master and/or duplicate keys relating to the Property.

Items to be Delivered by Seller at Closing. At Closing the Closing, Seller agrees to will deliver the following items to Purchaser. Drafts of all documents to be delivered at Closing as specified in this Agreement shall be prepared by Purchaser’s counsel and submitted to Seller for review and approval at least five (5) days prior to the Closing Date.: A. A duly executed Limited Warranty Deed, in limited warranty deed (the form "DEED") that will convey title to the Property subject only to the title exceptions set forth on EXHIBIT B attached hereto as Exhibit C and by this reference made a part hereof conveying to Purchaser or its assigns, fee simple title to (the Property, using the legal description on Exhibit "PERMITTED EXCEPTIONS"). B. A hereto and subject only to the Permitted Exceptions. In the event the Survey legal description on Purchaser’s Survey of the Land differs from the legal description attached hereto as Exhibit A, then Seller shall also execute duly executed affidavit in a quitclaim deed with the Survey legal description, in form acceptable for recording, of the type customarily used for commercial real estate transactions in the State of GeorgiaGeorgia and which is acceptable to the Purchaser's title insurance company (the "TITLE COMPANY") in order to delete the standard exceptions for mechanics' and materialmen's liens and parties in possession (other than matters which would be shown by a current survey) from the title policy at Closing, showing among other things that all debts for labor and materials in respect of the Property incurred by or on behalf of Seller have been paid in full and that there are no outstanding claims, suits, debts, rights of occupancy, encumbrances, liens or judgments against the Property, except for the Permitted Exceptions. B. A duly executed affidavit in the form attached hereto as Exhibit D. C. A duly executed Certification of Non-Foreign Status that pursuant to Section 1445 of the Internal Revenue Code, certifies Seller is not a foreign person, foreign corporation, foreign partnership, foreign trust or foreign estate or disregarded entity (as those terms are defined in the Internal Revenue Code and Income Tax Regulations), provided that if Seller cannot execute such Certification because Seller is a foreign person, Purchaser shall withhold such portion of the Purchase Price as is required by law. D. An affidavit of Seller’s residence in accordance with O.C.G.A. §A duly executed Affidavit that pursuant to O.C.G. A. Section 48-7-128128 et seq., no withholding from the proceeds of the transaction contemplated hereby is required. E. A Bring-Down Certificate executed by Seller as specified in the penultimate paragraph of Article XII. F. A General Assignment of all Seller’s right, title and interest in and to all permits and approvals affecting the Property and all other intangible property rights of Seller in the Property. G. A duly executed IRS Form 1099-S, a duly executed Designation of Reporting Agent Agreement and a duly executed Transferor Identification Certificate. H. Such evidence as is required by the Title Company to delete any and all security deeds encumbering the Land from the Commitment to be marked at Closing. I. Such evidence as is reasonably required by the Title Company and the Purchaser evidencing the authority of Seller and those individuals acting on behalf of Seller to enter into this Agreement and consummate the transaction contemplated herein. J. F. A Closing Statement evidencing the prorations between Seller and Purchaser and disbursements made in connection with this transaction (the “Closing Statement”)transaction. K. G. An assignment of all of Seller's right, title and interest in and to that certain Escrow Agreement by and among Seller, Cousins Properties Incorporated and Commonwealth Land Title Insurance Company dated as of March 25, 2005, with respect to payment for the sewer extension to the Property to be constructed by Cousins Properties Incorporated. H. An assignment in recordable form of all of Seller's right, title and interest in and to that certain Right of First Refusal with respect to Parcel S in Cousins Westside, as evidenced by that certain Memorandum of Right of First Refusal by and between Seller and Cousins Properties Incorporated dated as of December 29, 2004, filed for record on March 28, 2005, and recorded in Deed Book 39668, page 372, Xxxxxx County, Georgia records. I. An assignment of all of Seller's right, title and interest in and to that certain Sales Contract by and between Seller, as purchaser, and Cousins Properties Incorporated, as seller, dated December 29,2004, with respect to the Property. J. Any other documents referred to or specified in this Agreement or required by the Title Company, and any other documents or agreements deemed necessary or reasonably appropriate by Seller's and Purchaser’s and Seller’s 's respective counsel.

Items to be Delivered by Seller at Closing. At Closing Seller agrees to deliver the following items to Purchaser. Drafts of all documents to be delivered at Closing as specified in this Agreement shall be prepared by Purchaser’s counsel and submitted to Seller for review and approval at least five (5) days prior to the Closing Date. A. A duly executed Limited Warranty DeedQuitclaim Deed containing Quitclaim Covenants (see MA General Laws, Ch. 183, Section 17) in the form attached hereto as Exhibit C and by this reference made a part hereof B, conveying to Purchaser or its assigns, fee simple title to the Property, using the Survey legal description on Exhibit A hereto and subject only to the Permitted Exceptions. In Exceptions (the event the Survey legal description on Purchaser’s Survey of the Land differs from the legal description attached hereto as Exhibit A, then Seller shall also execute a quitclaim deed with the Survey legal description, in form acceptable for recording, of the type customarily used for commercial real estate transactions in the State of Georgia“Deed”). B. A duly executed title affidavit in the form attached hereto as Exhibit D.C. C. A duly executed Certification of Non-Foreign Status that pursuant to Section 1445 of the Internal Revenue Code, certifies Seller is not a foreign person, foreign corporation, foreign partnership, foreign trust or foreign estate or disregarded entity (as those terms are defined in the Internal Revenue Code and Income Tax Regulations), provided that if Seller cannot execute such Certification because Seller is a foreign person, Purchaser shall withhold such portion of the Purchase Price as is required by law. D. An affidavit of Seller’s residence in accordance with O.C.G.A. §48-7-128. E. A Bring-Down Certificate executed by Seller as specified in the penultimate paragraph of Article XII. F. A General Assignment of all Seller’s right, title and interest in and to all permits and approvals affecting the Property and all other intangible property rights of Seller in the Property. G. A duly executed IRS Form 1099-S, a duly executed Designation of Reporting Agent Agreement and a duly executed Transferor Identification Certificate. H. Such evidence as is required by the Title Company to delete any and all security deeds encumbering the Land from the Commitment to be marked at Closing. I. Such X. Xxxx evidence as is reasonably required by the Title Company and the Purchaser evidencing the authority of Seller and those individuals acting on behalf of Seller to enter into this Agreement and consummate the transaction contemplated herein. J. E. A Closing Statement evidencing the prorations between Seller and Purchaser and disbursements made in connection with this transaction (the “Closing Statement”). K. F. A certificate executed by Seller affirming that all warranties and representations made by Seller in Section XII of this Agreement are true and correct in all material respects as of the Closing Date, or, if applicable, stating whether and to what extent one or more of such warranties and representations are not true and correct in all material respects). G. Any other documents referred to or specified in this Agreement or required by the Title Company, and any other documents or agreements deemed necessary or reasonably appropriate by Purchaser’s and Seller’s respective counsel, in each case, at no additional cost or liability to Seller.

Items to be Delivered by Seller at Closing. At Closing Seller agrees to deliver the following items to PurchaserPurchaser at Closing. Drafts of all documents to be delivered at Closing as specified in this Agreement shall be prepared by Purchaser’s counsel and submitted to Seller for review and approval at least five (5) days prior to the Closing Date. A. A (i) duly executed Limited Special Warranty Deed, in form reasonably acceptable for recording, of the form attached hereto as Exhibit C and by this reference made a part hereof type customarily used for commercial real estate transactions in the State of Georgia, conveying to Purchaser or its assigns, fee simple title to the Property, using the legal description on Exhibit A hereto and Property subject only to the Permitted Exceptions. In , and free and clear of all service contracts and rights of tenants, licensees, or others in possession of apartments located on the event the Survey legal description on Purchaser’s Survey of the Land differs from the legal description attached hereto Property (except as Exhibit A, then Seller shall also execute a quitclaim deed with the Survey legal descriptionprovided in Section X E); and (ii) duly executed Quitclaim Deed, in form acceptable for recording, of the type customarily used for commercial real estate transactions in the State of Georgia, if requested by Purchaser pursuant to Section IV A hereof. B. A duly executed affidavit in a form customarily used for commercial real estate transactions in the form attached hereto as Exhibit D.State of Georgia and which is reasonably acceptable to Purchaser and to the Title Company, showing among other things that all debts for labor and materials in respect of the Property incurred by or on behalf of Seller have been paid in full and that there are no outstanding claims, suits, debts, rights of occupancy, encumbrances, liens or judgments against the Property, except Permitted Exceptions. C. A duly executed Certification of Non-Foreign Status that pursuant to Section 1445 of the Internal Revenue Code, certifies Seller is not a foreign person, foreign corporation, foreign partnership, foreign trust or foreign estate or disregarded entity (as those terms are defined in the Internal Revenue Code and Income Tax Regulations), provided that if Seller cannot execute such Certification because Seller is a foreign person, Purchaser shall withhold such portion of the Purchase Price as is required by law. D. An affidavit of Seller’s residence in accordance with A duly executed Affidavit that no withholding is due as respects O.C.G.A. §48-7-128. E. A Bring-Down Certificate duly executed by Seller Xxxx of Sale, with inventory attached, conveying to Purchaser the Personal Property in its “AS IS, WHERE IS” condition, with a warranty as specified in the penultimate paragraph to free and clear title only and, otherwise, with no representation or warranty of Article XIIany kind whatsoever. F. A General Assignment of all Seller’s right, title and interest in and to all permits and approvals affecting the Property and all other intangible property rights of Seller in the Property. G. A duly executed IRS Form 1099-S, a duly executed Designation of Reporting Agent Agreement and a duly executed Transferor Identification Certificate. H. Such evidence as is required by the Title Company to delete any and all security deeds encumbering the Land from the Commitment to be marked at Closing. I. Such evidence as is reasonably required by the Title Company and the Purchaser evidencing the authority of Seller and those individuals acting on behalf of Seller to enter into this Agreement and consummate the transaction contemplated herein. J. G. A Closing Statement evidencing the prorations between Seller and Purchaser and disbursements made in connection with this transaction (the “Closing Statement”). K. H. Any other documents referred to or specified in this Agreement or reasonably required by the Title Company, and any other documents or agreements deemed reasonably necessary or reasonably appropriate by Purchaser’s and Seller’s respective counsel.

Items to be Delivered by Seller at Closing. At Closing Seller agrees to deliver the following items to Purchaser. Drafts of all documents to be delivered at Closing as specified in this Agreement shall be prepared by PurchaserSeller’s counsel and submitted to Seller Purchaser for review and approval at least five (5) days prior to the Closing Date. A. A duly executed Limited Warranty Deed (the “Deed, in the form attached hereto as Exhibit C and by this reference made a part hereof conveying to Purchaser or its assigns, fee simple title to the Property, using the legal description on Exhibit A hereto and subject only to the Permitted Exceptions. In the event the Survey legal description on Purchaser’s Survey of the Land differs from the legal description attached hereto as Exhibit A, then Seller shall also execute a quitclaim deed with the Survey legal description, ”) in form acceptable for recording, of the type customarily used for commercial real estate transactions in the State of Georgia, conveying to Purchaser or its assigns, fee simple title to the Property subject to the Permitted Exceptions and any other exceptions to title which Purchaser approves (or is deemed to approve) pursuant to Article III hereof. B. A duly executed Bxxx of Sale, with a list of inventory attached (which list will be the same as that previously delivered by Seller to Purchaser pursuant to Section VI C hereof subject to additions and deletions incurred in the normal course of business, conveying to Purchaser that portion of the Property which is or may be considered to be personal property, with a warranty of title except for the Permitted Exceptions, but with no other warranty or representation, as such property is being conveyed to Purchaser on an “as-is, where-is” basis. C. A duly executed affidavit in a form customarily used for commercial real estate transactions in the form attached hereto as Exhibit D.State of Georgia and which is acceptable to the Title Company in order to delete the standard exceptions for mechanics’ and materialmen’s liens and parties in possession (other than matters which would be shown by a current survey) from the title policy at Closing, showing among other things that all debts for labor and materials in respect of the Property incurred by or on behalf of Seller have been paid in full and that there are no outstanding claims, suits, debts, rights of occupancy, encumbrances, liens or judgments against the Property, except for the Permitted Exceptions and other matters approved (or deemed approved) by Purchaser pursuant to Article III hereof. C. D. A duly executed Certification of Non-Foreign Status that pursuant to Section 1445 of the Internal Revenue Code, certifies Seller is not a foreign person, foreign corporation, foreign partnership, foreign trust or foreign estate or disregarded entity (as those terms are defined in the Internal Revenue Code and Income Tax Regulations), provided that if Seller cannot execute such Certification because Seller is a foreign person, Purchaser shall withhold such portion of the Purchase Price as is required by law. D. An affidavit of Seller’s residence in accordance with E. A duly executed Affidavit that pursuant to O.C.G.A. §§ 48-7-128128 et seq. E. A Bring-Down Certificate executed by Seller as specified in , no withholding from the penultimate paragraph proceeds of Article XIIthe transaction contemplated hereby is required. F. A General Assignment of all Seller’s right, title and interest in and to all permits and approvals affecting the Property and all other intangible property rights of Seller in the Property. G. A duly executed IRS Form 1099-S, a duly executed Designation of Reporting Agent Agreement and a duly executed Transferor Identification Certificate. H. Such evidence as is required by the Title Company to delete any and all security deeds encumbering the Land from the Commitment to be marked at Closing. I. Such evidence as is reasonably required by the Title Company and the Purchaser evidencing the authority of Seller and those individuals acting on behalf of Seller to enter into this Agreement and consummate the transaction contemplated herein. G. A duly executed Assignment (the “Assignment of Leases”) assigning to Purchaser the Seller’s interest as lessor in the leases with respect to the Property, with a limited warranty as to free and clear title. The Assignment of Leases will contain an assumption by Purchaser of the landlord’s obligations thereunder arising from and after Closing, and will also contain a cross-indemnity pursuant to which Seller will indemnify, defend and hold Purchaser harmless as respects all tenant claims, demands, liabilities, costs and expenses arising prior to the Closing Date, and pursuant to which Purchaser will indemnify, defend and hold Seller harmless as respects such claims, demands, liabilities, costs and expenses arising on and after the Closing Date. H. A duly executed Assignment from Seller to Purchaser of all warranties, if any, with respect to the Improvements or equipment of the Property, together with the originals of all such warranties, if in Seller’s possession. I. An Assignment of Service Contracts (the “Assignment of Service Contracts”) pursuant to which Seller will transfer and assign to Purchaser all of its interest in and to the Service Contracts (as hereinafter defined), and which Assignment of Service Contracts is more specifically described in Section VI D hereof. J. A rent roll for the Property certified by Seller to be true and correct as of the Closing Date and certifying that there are no Tenants at the Property except as set forth thereon. K. A certificate stating that the representations and warranties of Seller contained in this Agreement are true and correct in all material respects as of the date of Closing or identifying any representation or warranty which is not, or no longer is, true and correct and explaining the state of facts giving rise to the change. L. A letter to the tenants of the Property stating that the Property and such tenants’ security deposits have been conveyed to Purchaser and that rent should be paid to Purchaser or Purchaser’s designee after Closing. M. All original leases and all tenant records in respect of the Property. N. A Closing Statement evidencing the prorations between Seller and Purchaser and disbursements made in connection with this transaction transaction. O. The “Loan Assumption Documents” (the “Closing Statement”as hereinafter defined). K. Any other documents referred to or specified in this Agreement or required by the Title Company, and any other documents or agreements deemed necessary or reasonably appropriate by Purchaser’s and Seller’s respective counsel.