I.  PURCHASE AGREEMENT

No.

Document/Category

Resp. For Delivery

Due
Date

Rec’d
Date

Approved
Date

Status

Comments/
Purchase Agreement Reference

Purchase Agreement

Seller/
Buyer

On Execution

Legal Description of Land – Schedule 1

Seller

On Execution

Current Tenant Leases – Schedule 2

Seller

On Execution

Current Service Contracts – Schedule 3

Seller

On Execution

Form of Estoppel Certificate (Tenants) – Schedule 4

SSD

On Execution

Lease Default Notices – Schedule 5

Seller

On Execution

Service Contract Default Notices – Schedule 6

Seller

On Execution

Anchor Tenants – Schedule 7

Seller

On Execution

Form of Deed – Schedule 8

Seller

On Execution

Form of Bill of Sale – Schedule 9

Seller

On Execution

Form of Assignment of Lease – Schedule 10

Seller

On Execution

Form of Assignment of Services Contracts and Intangible Property – Schedule 11

Seller

On Execution

Form of Affidavit of Non-Foreign Status – Schedule 12

Seller

On Execution

Form of Seller’s Closing Certificate – Schedule 13

Seller

On Execution

Form of Buyer’s Closing Certificate – Schedule 14

Buyer/
Seller

On Execution

II.  POST-SIGNING (DUE DILIGENCE PERIOD)

Delivery to Escrow Agent of Earnest Money of $20,000,000 plus all accrued interest under Deposit Note

Buyer

Expiration of due diligence period

Delivery of Survey

Seller

Within 2 days of execution

Delivery of Title Commitment and Exception Documents for issuance of owner’s policy as to Land and Leasehold policy as to Leased land

SSD/
Title Co.

Within 16 days of execution

Written Notice of Title/Survey Objections

Buyer

Within 14 days of last to have been received of title or survey or end of due diligence

Satisfaction/Cure of Title/Survey Objections

Seller

Within 30 days of Notice of Objection

Tenant Leases and Schedule of Security Deposits

Seller

To be made available during due diligence period

Copies of Service Contracts

Seller

To be made available during due diligence period

Copies of Licenses, Permits and Certificates of Occupancy or other documents indicating compliance with governmental requirements

Seller

To be made available during due diligence period

Current Rent Roll

Seller

To be made available during due diligence period

III.  CLOSING

Tenant Estoppel Certificates

Seller

Prior to Closing

Limited or Special Warranty Deed

Seller

Closing

Bill of Sale

Seller

Closing

Assignment of Leases

Seller

Closing

Assignment of Service Contracts and Intangible Property

Seller/
Buyer

Closing

Settlement Statement

Title Co./
Buyer/
Seller

Closing

Section 1445 (Non-Foreign) Affidavit

Seller

Closing

Certificate of Officer of Seller authorizing transaction

Seller

Closing

Seller’s Closing Certificate

Seller

Closing

Letters to Tenants

Seller/
Buyer

Closing

Purchase Price

Buyer

Closing

Certificate of Authorization

Buyer

Closing

Buyer’s Closing Certificate

Buyer

Closing

Affidavit regarding Title (Owner’s Affidavit)

Seller/
Title Co.

Closing

Owner’s Fee Policy of Title Insurance

Title Co.

Closing

Original Leases

Seller

Closing

Original Service and Supply Contracts

Seller

Closing

Original Plans and Specifications, Building Permits, Other Certificates and Licenses, Books and Records

Seller

Closing

Certified Rent Roll

Seller

Closing

Escrow Instructions

Seller/
SSD

Closing