4.5.5 HEREOF.
AS SET
FORTH IN SECTION 4.5.6, ANY EXISTING RESERVES, IMPOUNDS AND OTHER ACCOUNTS
MAINTAINED IN CONNECTION WITH THE LOAN AND REQUIRED TO BE REPLACED BY PURCHASER,
SHALL BE RELEASED IN GOOD FUNDS TO SELLER AT CLOSING.
5.4.8
INSURANCE.
NO PRORATION SHALL BE MADE IN RELATION TO INSURANCE
PREMIUMS AND INSURANCE POLICIES WILL NOT BE ASSIGNED TO PURCHASER.
SELLER SHALL
HAVE THE RISK OF LOSS OF THE PROPERTY UNTIL 11:59 P.M. THE DAY PRIOR TO THE
CLOSING DATE, AFTER WHICH TIME THE RISK OF LOSS SHALL PASS TO PURCHASER AND
PURCHASER SHALL BE RESPONSIBLE FOR OBTAINING ITS OWN INSURANCE THEREAFTER.
5.4.9
EMPLOYEES.
ALL OF SELLER'S AND SELLER'S MANAGER'S ON-SITE EMPLOYEES
SHALL HAVE THEIR EMPLOYMENT AT THE PROPERTY TERMINATED AS OF THE CLOSING DATE.
5.4.10
CLOSING COSTS.
PURCHASER SHALL PAY (I) ALL SALES, USE, GROSS RECEIPTS
OR SIMILAR TAXES, (II) ALL COSTS RELATING TO PROCUREMENT OF ANY REQUESTED
ENDORSEMENTS TO THE TITLE POLICY, INCLUDING FOR "EXTENDED" COVERAGE PURSUANT TO
SECTION 4.1 HEREOF, (III) ALL DOCUMENTARY STAMP TAXES IMPOSED ON THE ASSUMPTION
BY PURCHASER OF THE NOTES AND (IV) ONE-HALF OF THE CUSTOMARY CLOSING COSTS OF
THE ESCROW AGENT NOT TO EXCEED $250.
SELLER SHALL PAY (A) THE BASE PREMIUM FOR
THE TITLE POLICY TO THE EXTENT REQUIRED BY SECTION 4.1 HEREOF AND (B) ONE-HALF
OF THE CUSTOMARY CLOSING COSTS OF THE ESCROW AGENT. THE TRANSFER TAX (INCLUDING
DOCUMENTARY STAMP TAXES AND SURTAXES) IMPOSED ON THE CONVEYANCE AND THE
RECORDING OF THE DEED SHALL BE SPLIT BETWEEN SELLER AND PURCHASER WITH SELLER
RESPONSIBLE FOR 75% OF SUCH TRANSFER TAXES AND PURCHASER RESPONSIBLE FOR 25% OF
SUCH TRANSFER TAXES.
5.4.11
UTILITY CONTRACTS.
IF SELLER HAS ENTERED INTO AN AGREEMENT FOR THE
PURCHASE OF ELECTRICITY, GAS OR OTHER UTILITY SERVICE FOR THE PROPERTY OR A
GROUP OF PROPERTIES (INCLUDING THE PROPERTY) (A "UTILITY CONTRACT"), OR AN
AFFILIATE OF SELLER HAS ENTERED INTO A UTILITY CONTRACT, THEN, AT THE OPTION OF
SELLER, EITHER (A) PURCHASER EITHER SHALL ASSUME THE UTILITY CONTRACT WITH
RESPECT TO THE PROPERTY, OR (B) THE REASONABLY CALCULATED COSTS OF THE UTILITY
CONTRACT ATTRIBUTABLE TO THE PROPERTY FROM AND AFTER THE CLOSING SHALL BE PAID
TO SELLER AT THE CLOSING AND SELLER SHALL REMAIN RESPONSIBLE FOR PAYMENTS UNDER
THE UTILITY CONTRACT.
PURCHASER ACKNOWLEDGES THAT SELLER HAS ENTERED INTO A
UTILITY CONTRACT WITH FPL ENERGY SERVICES FOR NATURAL GAS WHICH UTILITY CONTRACT
EXPIRES ON APRIL 30, 2010.
5.4.12
POSSESSION.
POSSESSION OF THE PROPERTY, SUBJECT TO THE LEASES, PROPERTY
CONTRACTS, OTHER THAN TERMINATED CONTRACTS, AND PERMITTED EXCEPTIONS, SHALL BE
DELIVERED TO PURCHASER AT THE CLOSING UPON RELEASE FROM ESCROW OF ALL ITEMS TO
BE DELIVERED BY PURCHASER PURSUANT TO SECTION 5.3.
TO THE EXTENT REASONABLY
AVAILABLE TO SELLER, ORIGINALS OR COPIES OF THE LEASES AND PROPERTY CONTRACTS,
LEASE FILES, WARRANTIES, GUARANTIES, OPERATING MANUALS, KEYS TO THE PROPERTY,
AND SELLER'S BOOKS AND RECORDS (OTHER THAN PROPRIETARY INFORMATION)
(COLLECTIVELY, "SELLER'S PROPERTY-RELATED FILES AND RECORDS") REGARDING THE
PROPERTY SHALL BE MADE AVAILABLE TO PURCHASER AT THE PROPERTY AFTER THE
CLOSING.
PURCHASER AGREES, FOR A PERIOD OF