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(h) Assignment by Purchaser. Purchaser may assign this Agreement to any party under <br />common control with Purchaser without the written consent of Seller. <br /> <br />(i) Law. This Agreement shall be governed by, and construed and interpreted under, the laws <br />and judicial decisions of the State of North Carolina. <br /> <br />(j) Memorandum Agreement. Upon request of Purchaser, Seller shall, at Purchaser's <br />expense, cause a memorandum of this Agreement to be recorded in the land records of the County <br />in which Property is located. <br /> <br />(k) Construction of Agreement. Purchaser and Seller confirm to each other that both it and <br />its counsel have reviewed and revised this Agreement and that any presumption or other rule of <br />construction to the effect that ambiguities are to be resolved against the party with primary drafting <br />responsibility therefor shall not apply to this Agreement or to any provision hereof. Subject to the <br />foregoing, this Agreement shall be construed as a whole in accordance with its fair meaning. <br /> <br />(I) Imputation of Knowledge. Whenever any representation, warranty or other term contained <br />in this Agreement is qualified by the phrase "to the best of Seller's knowledge" or "to Seller's <br />knowledge," such qualification shall be deemed to refer to and include the knowledge of any of (i) <br />Seller, (ii) a person or entity affiliated with Seller, or (iii) a person or entity which is or has been <br />involved in the operation or management of the Property during Seller's ownership or possession of <br />the Property. <br /> <br />(m) Further Assurances. As and to the extent otherwise contemplated by this Agreement, each <br />party to this Agreement agrees that at any time and from time to time after the date hereof, it will, at <br />its own sole cost and expense, immediately following the reasonable request of the other party hereto, <br />promptly execute, acknowledge (if necessary) and deliver or cause to be promptly executed, <br />acknowledged (if necessary) and delivered, such agreements, certificates, statements, instruments <br />and documents, and promptly take, or promptly cause to be taken such other and further steps and <br />actions, in either case as may be required by law or as reasonably shall be deemed necessary by the <br />other party in order to more fully effect, evidence or carry out the intent and purpose of this <br />Agreement or as shall be essential to satisfy Escrow Agent's requirements. <br /> <br />(n) Tax-Deferred Exchange. In the event Purchaser or Seller desires to effect a tax-deferred <br />exchange in connection with the conveyance of the Property, Purchaser and Seller agree to <br />cooperate in effecting such exchange; provided, however, that the exchanging party shall be <br />responsible for all additional costs associated with such exchange, and provided further, that a non- <br />exchanging party shall not assume any additional liability with respect to such tax-deferred exchange. <br />Purchaser and Seller shall execute such additional documents, at no cost to the non-exchanging <br />party, as shall be required to give effect to this provision. <br /> <br />'7 <br /> <br /> <br />