143 parties, conduct a final “walk-through” inspection of the Property to determine compliance with this paragraph and144 to ensure that all Property is on the premises. 145 8. OPERATION OF PROPERTY DURING CONTRACT PERIOD: Seller will continue to operate the Property and any146 business conducted on the Property in the manner operated prior to Contract and will take no action that would147 adversely impact the Property, tenants, lenders or business, if any. Any changes, such as renting vacant space, that148* materially affect the Property or Buyer’s intended use of the Property will be permittedxonly with Buyer’s consent 149* without Buyer’s consent. 150 9. CLOSING PROCEDURE: Unless otherwise agreed or stated herein, closing procedure shall be in accordance with 151 the norms where the Property is located. 152 153 154 155 156 157 158 159 160 161 162 163 164 165 166 167 168 169 170 171 172 173 174 175 176 177 178 179 180 181 182 183 184 185 186 187 188 189 190 191 (a) Possession and Occupancy: Seller will deliver possession and occupancy of the Property to Buyer at closing.Seller will provide keys, remote controls, and any security/access codes necessary to operate all locks, mailboxes,and security systems. (b) Costs: Buyer will pay Buyer’s attorneys’ fees, taxes and recording fees on notes, mortgages and financingstatements. Seller will pay Seller’s attorneys’ fees, taxes on the deed and recording fees for the deed and documents needed to cure title defects. If Seller is obligated to discharge anyencumbrance at or prior to closing and fails to do so, Buyer may use purchase proceeds to satisfy the encumbrances. (c) Documents: Seller will provide the deed; bill of sale; mechanic’s lien affidavit; originals of those assignableservice and maintenance contracts that will be assumed by Buyer after the Closing Date and letters to each servicecontractor from Seller advising each of them of the sale of the Property and, if applicable, the transfer of its contract,and any assignable warranties or guarantees received or held by Seller from any manufacturer, contractor,subcontractor, or material supplier in connection with the Property; current copies of the condominium documents, ifapplicable; assignments of leases, updated rent roll; tenant and lender estoppels letters; tenant subordination, non-disturbance and attornment agreements (SNDAs) required by the Buyer or Buyer’s lender; assignments of permitsand licenses; corrective instruments; and letters notifying tenants of the change in ownership/rental agent.If any tenant refuses to execute an estoppels letter, Seller will certify that information regarding the tenant’s lease iscorrect. If Seller is an entity, Seller will deliver a resolution of its Board of Directors authorizing the sale and delivery of thedeed and certification by the appropriate party certifying the resolution and setting forth facts showing the conveyance conforms to the requirements of local law. Seller will transfer security deposits to Buyer. Buyer willprovide the closing statement, mortgages and notes, security agreements, and financing statements. (d) Taxes and Prorations: Real estate taxes, personal property taxes on any tangible personal property, bondpayments assumed by Buyer, interest, rents (based on actual collected rents), association dues, insurance premiums acceptable to Buyer, and operating expenses will be prorated through the day before closing. If theamount of taxes for the current year cannot be ascertained, rates for the previous year will be used with due allowance being made for improvements and exemptions. Any tax proration based on an estimate will, at request ofeither party, be readjusted upon receipt of current year’s tax bill; this provision will survive closing. (e) Special Assessment Liens: Certified, confirmed, and ratified special assessment liens as of the Closing Datewill be paid by Seller. If a certified, confirmed, and ratified special assessment is payable in installments, Seller willpay all installments due and payable on or before the Closing Date, with any installment for any period extendingbeyond the Closing Date prorated, and Buyer will assume all installments that become due and payable after theClosing Date. Buyer will be responsible for all assessments of any kind which become due and owing after ClosingDate, unless an improvement is substantially completed as of Closing Date. If an improvement is substantially completed as of the Closing Date but has not resulted in a lien before closing, Seller will pay the amount of the lastestimate of the assessment. This subsection applies to special assessment liens imposed by a public body and does not apply to condominium association special assessments. (f) Foreign Investment in Real Property Tax Act (FIRPTA): If Seller is a “foreign person” as defined by FIRPTA,Seller and Buyer agree to comply with Section 1445 of the Internal Revenue Code. Seller and Buyer will complete,execute, and deliver as directed any instrument, affidavit, or statement reasonably necessary to comply with the FIRPTA requirements, including delivery of their respective federal taxpayer identification numbers or 192* Buyer ( FH ) ( ) and Seller ( BM ) ( ) acknowledge receipt of a copy of this page, which is Page 4 of 8 Pages. CC-4 Rev. 12/10 ©2010 Florida Association of REALTORS© All Rights Reserved