ENUMERATED IN EXHIBIT I (THE
"CONTRACTS") ASSIGNED THEREBY.
4.2.3
BILL OF SALE.
FOUR EXECUTED COUNTERPARTS OF THE BILL OF SALE.
4.2.4
ASSIGNMENT OF GROUND LEASE AND DEVELOPMENT AGREEMENT.
FOUR
EXECUTED COUNTERPARTS OF THE ASSIGNMENT OF GROUND LEASE AND DEVELOPMENT
AGREEMENT.
4.2.5
NOTICES TO TENANTS.
NOTICES SIGNED BY SELLER (OR SELLER'S MANAGER
FOR THE IMPROVEMENTS) ADDRESSED TO EACH TENANT UNDER EACH LEASE IN THE FORM OF
EXHIBIT J.
4.2.6
FIRPTA CERTIFICATE.
EXECUTED COPIES OF A CERTIFICATE IN THE FORM
OF EXHIBIT K, WITH RESPECT TO THE FOREIGN INVESTMENT IN REAL PROPERTY TAX ACT.
4.2.7
TRANSFER DECLARATIONS. EXECUTED COPIES OF STATE, COUNTY AND LOCAL
TRANSFER DECLARATIONS, IF ANY.
4.2.8
TERMINATION OF MANAGEMENT AND LEASING AGREEMENTS.
EVIDENCE OF
TERMINATION OF THAT CERTAIN MANAGEMENT AND LEASING AGREEMENT, DATED DECEMBER
1997, BETWEEN SELLER AND INSIGNIA COMMERCIAL GROUP, INC., A GEORGIA CORPORATION
(PREDECESSOR-IN-INTEREST TO CB RICHARD ELLIS) (THE "TERMINATION AGREEMENT").
4.2.9
BROKER'S LIEN WAIVER.
A LIEN WAIVER FROM THE BROKER (AS DEFINED IN
SECTION 11.1.1) IN FORM SUFFICIENT FOR THE TITLE COMPANY TO DELETE ANY
EXCEPTIONS FOR THE RIGHTS OF THE BROKER.
4.2.10
CLOSING STATEMENT.
AN EXECUTED SETTLEMENT STATEMENT REFLECTING THE
PRORATIONS AND ADJUSTMENTS REQUIRED UNDER ARTICLE VII.
4.2.11
RENT ROLL.
A CURRENT RENT ROLL FOR THE PROPERTY.
4.3
FAILURE TO DELIVER.
THE FAILURE OF BUYER OR SELLER TO MAKE ANY
DELIVERY REQUIRED ABOVE BY AND IN ACCORDANCE WITH THIS ARTICLE IV SHALL
CONSTITUTE A DEFAULT HEREUNDER BY SUCH PARTY.
7
ARTICLE V
INVESTIGATION OF PROPERTY
5.1
DELIVERY OF DOCUMENTS.
EXCEPT WITH RESPECT TO SECTION 5.1.1
(WHICH BUYER SHALL HAVE ORDERED ON OR PRIOR TO THE DATE HEREOF), SELLER SHALL
DELIVER, CAUSE TO BE DELIVERED, OR MAKE AVAILABLE TO BUYER THE FOLLOWING WITHIN
FIVE BUSINESS DAYS AFTER THE DATE OF THIS AGREEMENT:
5.1.1
PRELIMINARY TITLE REPORT.
A CURRENT PRELIMINARY TITLE REPORT
COVERING THE REAL PROPERTY AND THE AIR RIGHTS PARCEL ISSUED BY THE TITLE
COMPANY, TOGETHER WITH COPIES OF ALL DOCUMENTS REFERRED TO AS EXCEPTIONS THEREIN
(COLLECTIVELY, THE "TITLE REPORT").
5.1.2
SURVEY.
TO THE EXTENT IN SELLER'S POSSESSION, THE MOST RECENT
SURVEY OF THE REAL PROPERTY AND THE AIR RIGHTS PARCEL PREPARED BY A LICENSED
SURVEYOR (THE "SURVEY").
5.1.3
GROUND LEASE, DEVELOPMENT AGREEMENT, LEASES AND CONTRACTS.
COPIES
OF THE GROUND LEASE, THE DEVELOPMENT AGREEMENT, THE LEASES AND THE CONTRACTS.
5.1.4
BOOKS AND RECORDS.
COPIES OF THE MANAGING AGENT'S BOOKS AND
RECORDS, MONTHLY OPERATING STATEMENTS AND VARIANCE REPORTS, TAX BILLS AND
UTILITY BILLS REGARDING THE PROPERTY FOR THE 2004 AND 2005 CALENDAR YEARS AND
2006 YEAR TO DATE, IT BEING ACKNOWLEDGED THAT THE FOREGOING SHALL NOT INCLUDE
ANY FINANCIAL ANALYSES, BUDGETS, PROJECTIONS, APPRAISALS, OR CONFIDENTIAL
MATERIALS.
5.1.5
PERMITS.
COPIES OF ALL GOVERNMENTAL PERMITS, CERTIFICATES OF
OCCUPANCY AND APPROVALS, IN EACH CASE REGARDING THE PROPERTY, WHICH ARE IN
SELLER'S POSSESSION.
If requested by Seller, Buyer shall provide written verification of its receipt
of those items listed in this Section 5.1 which are delivered to Buyer.
Seller
acknowledges that attached hereto as Exhibit L is Buyer's standard due diligence
item list for purchase and sale contracts.
5.2
PHYSICAL