exceptions, the Permitted Owned Real Property Liens and such other
exceptions as are reasonably acceptable to Purchasers (the "Permitted
Exceptions"), (ii) be in an amount equal to the appraised value of
that property, (iii) name the appropriate Purchaser as the insured
owner of such property, and (iv) insure that, as of the Closing Date,
the Houston Purchaser or the San Antonio Purchaser, as the case may
be, is the owner of good, marketable and indefeasible title in fee
simple to such property subject only to the Permitted Exceptions that
affect such Owned Real Property.
(4) Transfer Documents. The Transfer Documents.
(5) Undertaking. The Undertaking.
(6) Non-Foreign Person Affidavit. An affidavit
pursuant to Section 1445(b)(2) of the Code in substantially the form
ofExhibit C, duly executed by Seller in a manner sufficient to relieve
Purchasers from any obligation under the Code to withhold Taxes
relating to the Transfer of the Real Property.
(7) Affidavit of Occasional Sale for Texas Sales
Tax Exception. An Affidavit of Occasional Sale in substantially the
form ofExhibit D, duly executed by Seller.
(8) Receipts. Such receipts, duly executed by
Seller, as Purchasers may reasonably request.
(d) At the Closing, Purchasers will deliver to Seller, at
the expense of Purchasers, the following:
(1) Certificate of Purchasers. A certificate of
Purchasers, dated the Closing Date and signed by an authorized officer
of each Purchaser, certifying that the conditions set forth in
Sections 7.3.1 and 7.3.2 have been satisfied;
(2) Opinion of Counsel. The opinion of the
General Counsel or Assistant General Counsel of WPC, dated as of the
Closing Date and addressed to Seller, in substantially the form
of Exhibit E;
(3) Payment of Purchase Price. By wire transfer
of immediately available funds to such account as Seller shall have
designated for such purpose at least two business days prior to the
Closing Date, an amount equal to the Purchase Price; and
(4) Assumption Documents. The Assumption