THE FORM ATTACHED HERETO AS EXHIBIT K.
(D)
THE ASSIGNMENT.
(E)
THE BILL OF SALE.
(F)
A CLOSING STATEMENT IN FORM AND SUBSTANCE
MUTUALLY SATISFACTORY TO BUYER AND SELLER (THE "CLOSING STATEMENT").
(G)
AN AFFIDAVIT OF TITLE OR OTHER AFFIDAVIT
CUSTOMARILY REQUIRED OF SELLERS BY THE TITLE INSURER TO REMOVE THE STANDARD
MECHANICS' LIENS AND PARTIES IN POSSESSION EXCEPTIONS FROM AN OWNER'S TITLE
INSURANCE POLICY WHICH ARE CAPABLE OF BEING REMOVED BY SUCH AN AFFIDAVIT.
(H)
SUCH TRANSFER TAX, CERTIFICATE OF VALUE OR
OTHER SIMILAR DOCUMENTS CUSTOMARILY REQUIRED OF SELLERS IN THE COUNTY IN WHICH
THE PROPERTY IS LOCATED.
TO THE EXTENT THAT THE PARTIES ARE REQUIRED TO
ALLOCATE THE PURCHASE PRICE AMONG PROJECTS FOR PURPOSES OF CALCULATING TRANSFER
TAXES, THE PARTIES SHALL UTILIZE THE ALLOCATED VALUES DETERMINED BY BUYER,
EXCEPT AS OTHERWISE
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PREVIOUSLY AGREED BETWEEN SELLER AND BUYER (AND CONFIRMED VIA E-MAIL
COMMUNICATION BETWEEN THE PARTIES) WITH RESPECT TO CERTAIN OF THE PROJECTS AND
THE ALLOCATED VALUES ASSIGNED THERETO.
(I)
SUCH FURTHER INSTRUCTIONS, DOCUMENTS AND
INFORMATION, INCLUDING, BUT NOT LIMITED TO A FORM 1099-S, AS BUYER OR TITLE
INSURER MAY REASONABLY REQUEST AS NECESSARY TO CONSUMMATE THE PURCHASE AND SALE
CONTEMPLATED BY THIS AGREEMENT.
(J)
A NOTICE TO SEND TO ALL TENANTS
SUBSTANTIALLY IN THE FORM ATTACHED HERETO AS EXHIBIT H ("TENANT NOTICE
LETTERS").
(K)
A NOTICE TO SEND TO ALL VENDORS
SUBSTANTIALLY IN THE FORM ATTACHED HERETO AS EXHIBIT L.
(L)
ALL TENANT ESTOPPEL CERTIFICATES
RECEIVED FROM TENANTS.
(M)
THE SELLER ESTOPPEL CERTIFICATE, IF
APPLICABLE.
(N)
A CURRENT RENT ROLL IN THE SAME SUBSTANTIVE
FORMAT AS SET FORTH IN THE SAMPLE RENT ROLL ATTACHED HERETO AS EXHIBIT U, BUT
PREPARED WITHIN FIVE (5) DAYS OF THE CLOSING DATE AND CERTIFIED BY SELLER TO BE
TRUE, CORRECT AND COMPLETE, IN ALL MATERIAL RESPECTS.
10.3
BUYER DELIVERIES.
BUYER SHALL DELIVER TO SELLER
OR ESCROW AGENT AT CLOSING THE FOLLOWING:
(A)
THE PURCHASE PRICE IN IMMEDIATELY AVAILABLE
FUNDS, SUBJECT TO THE PRORATIONS PROVIDED FOR IN THIS AGREEMENT.
(B)
COUNTERPART ORIGINALS DULY EXECUTED (AND
WITNESSED AND/OR NOTARIZED AS NECESSARY) BY BUYER OF THE ASSIGNMENT AND THE
CLOSING STATEMENT.
(C)
SUCH TRANSFER TAX, CERTIFICATE OF VALUE OR
OTHER SIMILAR DOCUMENTS CUSTOMARILY REQUIRED OF PURCHASERS IN THE COUNTY IN
WHICH THE PROPERTY IS LOCATED.
(D)
SUCH OTHER DOCUMENTS OR INSTRUMENTS THAT ARE
REASONABLY NECESSARY TO CONSUMMATE THE CLOSING.
10.4
PROPERTY DELIVERIES.
ON THE CLOSING DATE (OR ANY
LATER DATE UPON WHICH THE PARTIES AGREE), SELLER SHALL DELIVER TO A LOCATION
(UPON WHICH SELLER AND BUYER MUTUALLY AGREE) IN EACH CITY WHERE THE PROPERTY IS
LOCATED:
THE ORIGINAL LEASES; ORIGINAL GUARANTIES; ORIGINAL SERVICE CONTRACTS
(EXCEPT WITH RESPECT TO THOSE THAT BUYER TIMELY ELECTS NOT TO ASSUME); COMPLETE
AND ORIGINAL TENANT LEASE FILES; AND, TO THE EXTENT IN SELLER'S POSSESSION OR
CONTROL:
CERTIFICATES OF OCCUPANCY, PLANS AND SPECIFICATIONS, AND KEYS FOR THE
PROPERTY.
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SECTION 11.
DEFAULT AND REMEDIES.
11.1
BUYER'S DEFAULT.
IN THE EVENT OF A DEFAULT BY
BUYER UNDER THE TERMS OF THIS AGREEMENT, THE ESCROW AGENT SHALL DISBURSE THE
EARNEST