2008-012 AMS - Telesis Construction Management LLC (Library Building)

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the date of Substantial Completion (as defined in the Construction Agreement); provided, however, in no event will Closing occur prior to July 1, 2008. The exact date ("Closing Date"), time and place of Closing shall be as agreed upon by Purchaser and Seller. 5.02 As a condition precedent to Purchaser's obligation to close the purchase of the Property, there shall have occurred no material adverse change in any of the following from that which existed on the Date of Agreement with respect to: (a) the zoning applicable to the Real Property and the real Property's compliance with all applicable zoning, land use regulations and special permits; (b) the status of the record title to the Real Property; (c) the status of Hazardous Materials (as hereinafter defined) on or affecting the Real Property or the Real Property's compliance with Environmental Laws (as hereinafter defined); (d) the restrictions applicable to the Real Property and the Real Property's compliance with all such restrictions; and (e) the truth or accuracy of any warranty or representation made by Seller in this Agreement. Seller shall notify Purchaser in writing of any such material adverse change of which Seller is knowledgeable. 5.03 As a further condition precedent to Purchaser's obligation to close the purchase of the Property, construction of the Building, including the Interior Upfit and the exterior improvements to the Real Property, shall satisfy the requirements of "substantial completion" pursuant to the Construction Agreement and a Certificate of Occupancy for the Building shall have been issued by the Town of Hillsborough. In the event, at the time of Closing, the construction of the Building, including the Interior Upfit and the exterior improvements to the Real Property, has not attained "final completion" pursuant to the Construction Agreement, a portion of the Purchase Price shall be escrowed until final completion is attained. The amount of the Purchase Price to be escrowed shall equal 125% of the estimated cost of all work that must be performed for final completion to be attained, including all punch and warranty work. The estimated cost to be escrowed shall be determined by the Architect. 5.04 As a further condition precedent to Purchaser's obligation to close the purchase of the Property, Seller and Purchaser shall have made and entered into a written license- agreement pursuant to which Seller shall license to Purchaser, upon terms and conditions mutually satisfactory to Seller and Purchaser, the exclusive use of the Allocated Parking Spaces. As used herein, "Allocated Parking Spaces" shall mean the number of parking spaces in the parking deck under construction by Seller on a tract of land lying south of the Property and north of N & K Street which shall be allocated for the exclusive use of the owner of the Building and such owner's tenants, employees, customers, guests, licensees and invitees. Allocated Parking Spaces shall be determined by subtracting from two hundred forty-six (246) the number of parking spaces which shall have been licensed by Seller to Purchaser or otherwise made available or reserved for the exclusive use of Purchaser within the project complex (including the Real Property, the parking deck, the proposed Orange County office building tract and the Gateway Center Building tract). Seller and Purchaser acknowledge that it is their intent that a total of two hundred forty-six (246) parking spaces shall be allocated to Purchaser within the project complex for Purchaser's use of the Building, Units 200 and 300 in the Gateway Center Building and the proposed Orange County office building. Only to the extend that such parking spaces cannot be accommodated within the project complex and outside the parking deck, shall parking spaces be allocated to Purchaser within the parking deck. 5.05 As a further condition precedent to Purchaser's obligation to close the purchase of the Property, Purchaser must have received underwriting approval and North Carolina Local Government Commission (LGC) approval of installment purchase financing totaling at least $25,000,000 to enable Purchaser to purchase the Property, and other property making up the Orange County Office and Library Complex. The underwriting and LGC approved financing must be in compliance with Purchaser's policies of -5-