AGENT OR THE TITLE COMPANY MAY REASONABLY REQUIRE FOR THE PROPER CONSUMMATION OF
THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT (PROVIDED, HOWEVER, NO SUCH
ADDITIONAL DOCUMENT SHALL EXPAND ANY OBLIGATION, COVENANT, REPRESENTATION OR
WARRANTY OF PURCHASER
OR RESULT IN ANY NEW OR ADDITIONAL OBLIGATION, COVENANT, REPRESENTATION OR
WARRANTY OF PURCHASER UNDER THIS AGREEMENT BEYOND THOSE EXPRESSLY SET FORTH IN
THIS AGREEMENT); AND
7.4.5
AUTHORITY.
EVIDENCE OF THE EXISTENCE, ORGANIZATION, AND AUTHORITY
OF PURCHASER AND OF THE AUTHORITY OF THE PERSONS EXECUTING DOCUMENTS ON BEHALF
OF PURCHASER REASONABLY SATISFACTORY TO SELLER.
7.5
CLOSING STATEMENTS.
AS OF OR PRIOR TO THE CLOSING DATE, SELLER AND
PURCHASER SHALL DEPOSIT WITH ESCROW AGENT EXECUTED CLOSING STATEMENTS CONSISTENT
WITH THIS AGREEMENT IN THE FORM REQUIRED BY ESCROW AGENT.
7.6
PURCHASE PRICE.
AT OR BEFORE 1:00 P.M. LOCAL TIME ON THE CLOSING
DATE, PURCHASER SHALL DELIVER TO ESCROW AGENT THE PURCHASE PRICE AS FOLLOWS: (A)
PURCHASER SHALL ASSUME THE UNPAID PRINCIPAL BALANCE OF AND ACCRUED AND UNPAID
INTEREST UNDER THAT CERTAIN PROMISSORY NOTE (THE "NOTE") EXECUTED BY SELLER AND
PAYABLE TO THE ORDER OF ALLSTATE LIFE INSURANCE COMPANY ("LENDER"), IN THE
ORIGINAL PRINCIPAL AMOUNT OF $24,750,000, DATED SEPTEMBER 8, 2003, SECURED BY,
AMONG OTHER THINGS, A DEED OF TRUST DATED SEPTEMBER 8, 2003, TO FIRST AMERICAN
TITLE INSURANCE COMPANY, TRUSTEE, FOR THE BENEFIT OF LENDER, RECORDED IN THE
REAL PROPERTY RECORDS OF MARICOPA, ARIZONA AND ALL DOCUMENTS EXECUTED IN
CONNECTION THEREWITH (COLLECTIVELY, THE "EXISTING LOAN"),
(B) PURCHASER'S
PAYMENT OF CASH OR CURRENT FUNDS IN AN AMOUNT EQUAL TO (I) THE PURCHASE PRICE
PLUS FIVE THOUSAND AND NO/100 DOLLARS ($5,000.00) (THE "PROCESSING FEE") (AS A
REIMBURSEMENT TO SELLER FOR THE NON-REFUNDABLE LOAN ASSUMPTION AND PROCESSING
FEE CHARGED BY LENDER IN CONNECTION WITH THE ASSUMPTION OF THE EXISTING LOAN),
MINUS (II) THE EARNEST MONEY, MINUS (III) THE OUTSTANDING BALANCE OF THE NOTE AS
OF THE CLOSING DATE, SUBJECT TO SUCH ADJUSTMENTS AND PRORATIONS AS SET FORTH
HEREIN, IN IMMEDIATE, SAME-DAY U.S. FEDERAL FUNDS WIRED FOR CREDIT INTO ESCROW
AGENT'S ESCROW ACCOUNT, WHICH FUNDS MUST BE DELIVERED IN A MANNER TO PERMIT
ESCROW AGENT TO DELIVER GOOD FUNDS TO SELLER ON THE CLOSING DATE (AND, IF
REQUESTED BY SELLER, BY WIRE TRANSFER).
7.7
POSSESSION.
SELLER SHALL DELIVER POSSESSION OF THE PROPERTY TO
PURCHASER AT THE CLOSING SUBJECT ONLY TO THE PERMITTED EXCEPTIONS.
7.8
DELIVERY OF BOOKS AND RECORDS.
AFTER THE CLOSING, SELLER SHALL
DELIVER TO THE OFFICES OF PURCHASER'S PROPERTY MANAGER OR TO THE REAL PROPERTY,
TO THE EXTENT IN SELLER'S OR ITS PROPERTY MANAGER'S POSSESSION OR CONTROL,
ORIGINAL COPIES OF THE FOLLOWING: ALL FILES FOR THE LEASES, INCLUDING
AMENDMENTS, GUARANTIES, LETTER AGREEMENTS AND ASSIGNMENTS WHICH ARE THEN IN
EFFECT, AND CORRESPONDENCE TO AND FROM THE TENANTS (COLLECTIVELY, THE "LEASE
FILES"); LICENSE AGREEMENTS; MAINTENANCE RECORDS AND WARRANTIES; PLANS AND
SPECIFICATIONS; LICENSES, PERMITS AND CERTIFICATES OF OCCUPANCY; COPIES OR
ORIGINALS OF ALL BOOKS AND RECORDS OF ACCOUNT, CONTRACTS, AND COPIES OF
CORRESPONDENCE WITH TENANTS AND SUPPLIERS; RECEIPTS FOR DEPOSITS, UNPAID BILLS
AND OTHER PAPERS OR DOCUMENTS WHICH PERTAIN TO THE