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4.09 Such other documents as may be reasonably required by Purchaser, Purchaser's
<br />counsel, Purchaser's lender or the title insurer to carry out the terms and provisions of this Agreement.
<br />SECTION S. Closing.
<br />S.Ol Subject to the provisions of SECTION 6, the closing or settlement ("Closing") of
<br />the transaction contemplated by this Agreement shall be held at the office of Purchaser's counsel in
<br />Hillsborough, North Carolina, or at any other place in Orange County, North Carolina. that may be designated
<br />by Purchaser. Closing shall occur during regular business hours not later than thirty {30) calendar days after
<br />t1~~Qtie~~t~ the date of Substantial Completion (as Iiidefined in the Construction
<br />Agreement); provided, however, in no event will Closing occur prior to July 1, 2008. The exact date
<br />{"Closing Date"}, time and place of Closing shall be as agreed upon by Purchaser and Seller.
<br />5.02 As a condition precedent to Purchaser's obligation to close the purchase of the
<br />Property, there shall have occun-ed no material adverse change in any of the following from that which
<br />existed on the Date of Agreement with respect to: {a) the zoning applicable to the Real Property and the real
<br />Property's compliance with all applicable zoning, land use regulations and special permits; (b) the status of
<br />the record title to the Real Property; (c) the status of Hazardous Materials (as hereinafter defined) on or
<br />affecting the Real Property or the Real Property's compliance with Em-•ironmental Laws (as hereinafter
<br />defined); (d} the restrictions applicable to the Real Property and the Real Property's compliance with all such
<br />restrictions; and {e) the truth or accuracy of any warranty or representation made by Seller in this Agreement.
<br />Seller shall notify Purchaser in waiting of any such material adverse change of which Seller is
<br />knowledgeable.
<br />5.03 As a further condition precedent to Purchaser's obligation to close the purchase of
<br />the Property, construction of the Building, including the Interior Upfit and the exterior improvements to the
<br />Real Property, shall "
<br />b
<br />r-o.-~;~.,.,+o ,.~ n,,,.,,,..,ri,.`, rn,. +~,o u,,;~a;r,. satisfy the requirements of "substantial carnpletion" pursuant to
<br />the Construction Agreement and a Certificate of Occupancy for the Building shall have been issued by the
<br />Town of Hillsborough. In the event, at the time of Closing, the construction of the Building, including the
<br />Interior Upfit and the exterior improvements to the Real Property, has not attained °fmal completion"
<br />pursuant to the Construction Agreement, a portion of the Purchase Price shall be escrowed until final
<br />completion is attained. The amount of the Purchase Price to be escrowed shall equal 125°~0 of the estimated
<br />cost of all work that must be performed for final completion to be attained, including all punch and warranty
<br />work. The estimated cost to be escrowed shall be determined by the Architect.
<br />5.04 As a further condition precedent to Purchaser's obligation to close the purchase of
<br />the Property, Seller and Purchaser shall have made and entered into a written license agreement pursuant to
<br />which Seller shall license to Purchaser, upon terms and conditions mutually satisfactory to Seller and
<br />Purchaser, the exclusive use of the Allocated Parking Spaces. As used herein, "Allocated Parking Spaces"
<br />shall mean the number of parking spaces in the parking deck under construction by Seller on a tract of land
<br />lying south of the Property and north of N & K Street which shall be allocated for the exclusive use of the
<br />owner of the Building and such owner's tenants, employees, customers, guests, licensees and invitees.
<br />Allocated Parking Spaces shall be detei7nined by subtracting from hvo hundred forty-six (246) the number of
<br />parking spaces which shall hat%e been licensed by Seller to Purchaser or otherwise made available or reserved
<br />for the exclusive use of Purchaser within the project complex (including the Real Property, the parking deck,
<br />the proposed Orange County library building tract and the Gateway Center Building tract}. Seller and
<br />Purchaser acknowledge that it is their intent that a total of two hundred forty-six (246) parking spaces shall be
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