123 Tice Blvd, Woodcliff Lake, NJ 07677 Gina M Palumbo

Glenn P Godart DMD Phillip H Sorace

Updated 7/9/13 Page 1

REAL ESTATE DUE DILIGENCE AND CLOSING CHECKLIST

Property: Client:

Purchase Price: Initial Earnest Money Deposit: Form of Deposit (LC or Cash):

Additional Deposit: Contract Date:

Initial Earnest Money Deposit Date: Additional Earnest Money Deposit Date:

If LC, Expiry Date: Due Diligence Completion Date:

Closing Date:

Acquisition Actions / Documents

Action Date Rec’d / Date

of Action Responsible

Party Comments 1. Signed Letter of Intent 2. Investment Committee Presentation and Approval 3. Request/obtain Due Diligence Materials 4. Select Legal Counsel 5. Select UBIT/ERISA Counsel 6. Obtain/review 1st draft of Purchase Contract 7. Obtain/review 2nd draft of Purchase Contract 8. Obtain/review 3rd draft of Purchase Contract 9. Obtain/review 4th draft of Purchase Contract

10. Obtain/review 5th draft of Purchase Contract 11. Obtain Access Agreement 12. Client Authorization Letter 13. Portfolio Manager Authorization Letter 14. Obtain/review fully executed purchase contract 15. Deliver copy of fully executed Contract into escrow 16. Arrange for Buyer's initial LC or cash deposit with Escrow

Holder

17. Arrange for investment of Buyer's initial cash deposit 18. Independent Contract Consideration to Seller 19. Prepare funding schedule and forward to portfolio

manager/client

20. Obtain name of acquiring (title holding) entity 21. Arrange for required bank accounts to be set up 22. Obtain fully executed 1st Amendment to Purchase Contract 23. Obtain fully executed 2nd Amendment to Purchase Contract

Title/Survey/Zoning Matters

Action Date Rec’d / Date

of Action Responsible

Party Comments 1. Select Title Company

L e g e n d INITIALS

- NAME COMPANY

123 Tice Blvd, Woodcliff Lake, NJ 07677 Gina M Palumbo

Glenn P Godart DMD Phillip H Sorace

Updated 7/9/13 Page 2

Title/Survey/Zoning Matters

Action Date Rec’d / Date

of Action Responsible

Party Comments 2. Receive/review Seller’s title commitment and underlying

documents; forward to Title Company

3. Order current title commitment and underlying documents 4. UCC and judgment lien searches 5. Receive and review existing survey 6. Order new ALTA survey (or update) 7. Subdivision and parcel maps 8. Restrictive covenants, easements, and agreements 9. Local improvement district information

10. Verify Leases, Entitlements, and other assets are in Seller’s name or that appropriate Assignment documents exist

11. Confirm releases available from current lienholders (if applicable)

12. Deliver Title and Survey Objection Letter to Seller (if applicable)

Tenant/Lease Matters

Action Date Rec’d / Date

of Action Responsible

Party Comments 1. Obtain current Certified Rent Roll 2. Receive/review Leases, Amendments and all related

documents; prepare Lease Summaries

3. Engage Legal Counsel to review Leases and prepare Lease Summaries

4. Compare Internal Lease Summaries to Legal Counsel’s Lease Summaries

5. Compare Lease Summaries with Rent Roll and Pro Forma 6. Review Tenant Lease Files 7. Resolve issues regarding Leases 8. Review Tenant Correspondence Files 9. Compare expense pass-throughs/CAM charges to Operating

Statements

10. Review cost pools for overcharges to tenants 11. Receive/review tenant sales reports 12. Receive/review list of security deposits 13. Receive/review aged receivables report 14. Review tenant credit information, payment history 15. Review Leases for any contractual Landlord obligations (i.e.

construction, payments to tenant)

16. Compare square footage between Leases and Rent Roll 17. Prepare Tenant Estoppel Certificates 18. Review signed Tenant Estoppel Certificates 19. Cross-check signed estoppels against the rent/deposit

schedule

Financial Matters

123 Tice Blvd, Woodcliff Lake, NJ 07677 Gina M Palumbo

Glenn P Godart DMD Phillip H Sorace

Updated 7/9/13 Page 3

Action

Date Rec’d / Date of Action

Responsible Party Comments

1. Receive and review copies of historical and proforma financial information

2. Receive and review utility bills (electric, water, gas) 3. Receive and review most recent tax statements and related

information

4. Verify all expenses of operating the property have been reflected in the financial information provided by the Seller

5. Compare expenses to comparable building data 6. Receive/review past and budgeted capital improvements

Service Contracts

Action Date Rec’d / Date

of Action Responsible

Party Comments 1. Receive and review service contracts 2. Verify all service contracts terminable without penalty 3. Confirm assignability of service contracts 4. Approve contracts to be transferred & notify Seller

Litigation

Action Date Rec’d / Date

of Action Responsible

Party Comments 1. Review litigation list (if applicable) 2. Determine existence of contingent liabilities or open claims

against the property

Insurance

Action Date Rec’d / Date

of Action Responsible

Party Comments 1. Obtain insurance quote from Risk Management 2. Review third party Property Management Agreement for

adequacy of insurance coverage

3. Provide information to Risk Management for final Certificate of Insurance

Personal Property Inventory

Action Date Rec’d / Date

of Action Responsible

Party Comments 1. Receive and review list of personal property 2. Verify no material personal property omitted from personal

property list

123 Tice Blvd, Woodcliff Lake, NJ 07677 Gina M Palumbo

Glenn P Godart DMD Phillip H Sorace

Updated 7/9/13 Page 4

3. Verify personal property in good operating condition

Physical Property Inspection and Review

Action Date Rec’d / Date

of Action Responsible

Party Comments 1. Receive/review as-built plans/specs (electrical, mechanical,

structural)

2. Receive/review existing inspection reports (roofing, HVAC, seismic, soils)

3. Order current engineering report (Property Condition Assessment), to include structural, mechanical, code compliance and ADA compliance.

4. Receive/review existing environmental reports and studies 5. Order current Phase I Environmental Site Assessment 6. Order current Additional Site Investigation (Phase II) 6. Receive/review building permits, licenses, certificates of

occupancy

7. Verify parking is adequate (i.e. governmental regulations, practical requirements, lease requirements)

8. Verify approximate sf of improvements 9. Review utility site plan, verify adequate utility hook-ups,

verify all utility hook-up fees paid, identify requirements for utility deposits

10. Review energy usage reports; compare usage to expenses 11. Verify amount of available wattage psf and compare to

market

12. Receive & review construction contracts/subcontracts 13. Receive & review building warranties/guarantees 14. List of personal property and trade/service names 15. Copies of liability, casualty and other insurance 16. Site plans, leasing brochures, maps and photographs

Governmental Review

Action Date Rec’d / Date

of Action Responsible

Party Comments 1. Review licenses and permits; verify no breach of licenses

and permits, that all conditions are satisfied, that licenses and permits are in current Owner’s name and whether transfer is required, and that there are pending applications for licenses and permits

2. Verify certificates of occupancy for property and tenant spaces on file

3. Verify proper zoning; obtain zoning letter 4. Verify improvements comply with governmental

regulations

5. Verify no development rights transferred 6. Verify no existing contemplated assessments 7. Verify no pending rezoning 8. Verify no pending administrative proceedings or

governmental plans or studies

9. Verify no utility moratorium

123 Tice Blvd, Woodcliff Lake, NJ 07677 Gina M Palumbo

Glenn P Godart DMD Phillip H Sorace

Updated 7/9/13 Page 5

Property Operations and Management

Action Date Rec’d / Date

of Action Responsible

Party Comments 1. Select Property Management company 2. Finalize Property Management Agreement 3. Verify financial terms of Property Management Agreement

are reflected in proforma

4. Select leasing company 4. Verify Service Contracts are at market 5. Verify no disputes with brokers, suppliers or employees 6. Verify no existing or contemplated labor strikes 7. Verify all obligations and trade creditors being paid in

normal course

8. Review Property management files 9. Review list of warranties and expiration dates

10. Review maintenance schedules for equipment, and repairs and maintenance expenses

Financing Matters (If applicable)

Action Date Rec’d / Date

of Action Responsible

Party Comments 1. Contact Mortgage Consultant 2. Provide Property information to Mortgage Consultant 3. Receive/review Loan Quotes 4. Select Lender 5. Signed Loan Commitment 6. Arrange Payment of Loan Commitment Fees 7. Receive/review/negotiate Loan Application 8. Signed Loan Application 9. Provide Mortgage Consultant/Lender with requested

documents

10. Finalize Loan Documents 11. Signed Loan Documents 12. Arrange for funding of Financing Proceeds

Closing and Miscellaneous Actions

Action Date Rec’d / Date

of Action Responsible

Party Comments 1. Notify Seller of any breach or misrepresentation discovered

during due diligence review

2. Aggregate cost of correcting any problems discovered through due diligence

3. Initiate any necessary changes to forms of Closing Documents

4. Prepare and approve authority documents 5. Request current financial information from Seller for

prorations

6. Confirm prorations for taxes and assessments 7. Confirm prorations for utilities

123 Tice Blvd, Woodcliff Lake, NJ 07677 Gina M Palumbo

Glenn P Godart DMD Phillip H Sorace

Updated 7/9/13 Page 6

Closing and Miscellaneous Actions

Action Date Rec’d / Date

of Action Responsible

Party Comments 8. Confirm prorations for rents 9. Confirm prorations for permit and license fees

10. Confirm prorations for utility deposits 11. Confirm prorations for operating accounts 12. Confirm prorations for obligations under contracts 13. Confirm prorations for security deposits 14. Confirm prorations for closing costs 15. Confirm prorations for any commissions, tenant

improvements, or other leasing expenses

16. Confirm prorations for any other apportionments 17. Request schedule of Buyer's title related costs from title

company

18. Prepare schedule of estimated closing costs 19. Prepare & distribute form of Tenant Notice 20. Prepare the assignment of Purchase Contract 21. Arrange for Buyer's replacement/additional cash deposit 22. Arrange for investment of Buyer's replacement/additional

cash deposit

23. Confirm return receipt of initial LC and return it to bank; or 24. Confirm return receipt of initial/additional cash deposit; or 25. Instruct bank to transfer returned cash deposit to line of

credit

26. Prepare schedule of Buyer's funding into escrow 27. Arrange for Buyer's purchase proceeds to be funded into

escrow

28. Arrange for Buyer's purchase proceeds to be invested overnight

29. Review escrow instructions and exhibits to closing documents

30. Coordinate delivery of original documents to property manager

31. Obtain/review the closing statement 32. Confirm recording/disbursement of funds 33. Confirm property/liability insurance in place 34. Send letter to client confirming closing (with closing

statement/funding schedules)

35. Instruct counsel to distribute the closing binders

Internal Procedures and Reporting

Action Date Rec’d / Date

of Action Responsible

Party Comments 1. Confirm property visit by Asset Management and

Management Committee member

2. Confirm that all client –specific acquisition requirements are met

3. Issue transition memo to Asset Management, Property Management and Accounting (if applicable)