The specific investor’s agenda and plans for the building may produce
another set of issues, many of a very practical nature.

· Approvals. Internal approval requirements and timing for each investor
in the transaction, including any indirect participants. Third-party
approval requirements for the proposed transaction and investor’s
subsequent plans for the asset.

· Broader Picture. Any broader trends -- not tied to the particular
property -- that may indirectly affect the success of this property.
Demographics, the local economy, political trends, labor problems, and
other background issues that may be difficult to identify, particularly
for an investor that does not team up with a local partner, advisor, or
consultant. What local changes are likely in coming years? Growth
restrictions? Rezoning? New development?

· Business Strategy and Flexibility. Identify purchaser's business
strategy for any changes in the building - physical reconfiguration or
renovation, legal structure, new amenities, circulation patterns,
parking, change of use, operational, name of building, etc. Determine
whether any impediments exist to those changes (see above). Analysis of
cost, timing, financing, and feasibility for any changes.

· Engagement Letters. If investor hires outside contractors for due
diligence or other pre-closing work, engagement letters with those
contractors. Reliance letters in favor of lender.

· Insurance Recommendations. Correspondence and recommendations from
insurance carriers.

· Management Files. Review of management files for possible claims,
disputes, physical issues, other problems. Copies of any reports,
recommendations, or projections made by management company or
department.

· Management Transition. Plan for transition of management, including
obtaining files and machine-readable databases and project management
information. Possible retention of building management team or selected
employees.

· Market. Market study, including projection of rents and vacancy,
pending construction, likely future construction.

· Marketing Materials. Brochures, plans, marketing materials.

· New Entities. Naming and formation of new entities; name reservations,
and availability.

· New Loan. Closing documents, deliveries, planning, and negotiation for
new financing.

· New Ownership/Debt Structure. Establish, structure, and negotiate debt
and equity structure for new ownership. Consider business terms,
regulatory and tax structure, exit strategy, internal flexibility,
agenda of multiple partners, control, ownership, management, etc.
(These structuring issues and possible ways to approach them are
outside the scope of this article.)

· Publicity. Press release (if any) and publicity, or prevention of
same.

· Research. Research seller's acquisition cost. General research in
Nexis or the Internet regarding publicity on the building and seller.

· Unique Concerns. Any special nonstandard considerations or agenda
items of a particular investor ("earth friendliness," "feng shui,"
workforce requirements, etc.).