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.
5.4.13
POSSESSION.
POSSESSION OF THE PROPERTY, SUBJECT ONLY TO THE LEASES,
PROPERTY CONTRACTS WHICH ARE NOT IDENTIFIED AS TERMINATED CONTRACTS DURING THE
FEASIBILITY PERIOD (SUBJECT TO THE LIMITATIONS OF SECTION 3.6), 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,
INCLUDING, WITHOUT LIMITATION, THE PURCHASE PRICE.
TO THE EXTENT REASONABLY
AVAILABLE TO SELLER, ORIGINALS OR COPIES OF ITS LEASES AND PROPERTY CONTRACTS,
LEASE FILES, WARRANTIES, GUARANTIES, OPERATING MANUALS, KEYS TO THE PROPERTY,
AND SELLER'S BOOKS AND RECORDS RELATING TO THE PROPERTY TO BE CONVEYED BY SELLER
(OTHER THAN PROPRIETARY INFORMATION) (COLLECTIVELY, "THE 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 NOT LESS THAN 5
YEARS AFTER THE CLOSING (THE "RECORDS HOLD PERIOD"), TO (A) PROVIDE AND ALLOW
SELLER REASONABLE ACCESS TO THE PROPERTY-RELATED FILES AND RECORDS FOR PURPOSES
OF INSPECTION AND COPYING THEREOF, AND (B) REASONABLY MAINTAIN AND PRESERVE THE
PROPERTY-RELATED FILES AND RECORDS.
IF AT ANY TIME AFTER THE RECORDS HOLD
PERIOD, PURCHASER DESIRES TO DISPOSE OF THE PROPERTY-RELATED FILES AND RECORDS,
PURCHASER MUST FIRST PROVIDE SELLER PRIOR WRITTEN NOTICE (THE "RECORDS DISPOSAL
NOTICE").
SUCH SELLER SHALL HAVE A PERIOD OF 30 DAYS AFTER RECEIPT OF THE
RECORDS DISPOSAL NOTICE TO ENTER THE PROPERTY (OR SUCH OTHER LOCATION WHERE SUCH
RECORDS ARE THEN STORED) AND REMOVE OR COPY THOSE OF THE PROPERTY-RELATED FILES
AND RECORDS THAT SELLER DESIRES TO RETAIN.
PURCHASER AGREES (I) TO INCLUDE THE
COVENANTS OF THIS SECTION 5.4.13 PERTAINING TO THE PROPERTY-RELATED FILES AND
RECORDS IN ANY MANAGEMENT CONTRACT FOR THE PROPERTY (AND TO BIND THE MANAGER
THEREUNDER TO SUCH COVENANTS), AND (II) TO BIND ANY FUTURE PURCHASER OF THE
PROPERTY TO THE COVENANTS OF THIS SECTION 5.4.13 PERTAINING TO THE
PROPERTY-RELATED FILES AND RECORDS.
PURCHASER SHALL INDEMNIFY, HOLD HARMLESS
AND, IF REQUESTED BY SELLER (IN SELLER'S SOLE DISCRETION), DEFEND (WITH COUNSEL
APPROVED BY SELLER) SELLER'S INDEMNIFIED PARTIES FROM AND AGAINST ANY AND ALL
LOSSES ARISING FROM OR RELATED TO PURCHASER'S FAILURE TO COMPLY WITH THE
PROVISIONS OF THIS SECTION 5.4.13.
5.4.14
SURVIVAL.
THE PROVISIONS OF THIS SECTION 5.4 SHALL SURVIVE THE
CLOSING AND DELIVERY OF THE DEEDS TO PURCHASER.
5.5
POST CLOSING ADJUSTMENTS.
IN GENERAL, AND EXCEPT AS PROVIDED
IN THIS CONTRACT OR THE CLOSING DOCUMENTS, SELLER SHALL BE ENTITLED TO ALL
INCOME, AND SHALL PAY ALL EXPENSES, RELATING TO THE OPERATION OF THE PROPERTY
FOR THE PERIOD PRIOR TO THE CLOSING DATE AND PURCHASER SHALL BE ENTITLED TO ALL
INCOME, AND SHALL PAY ALL EXPENSES, RELATING TO THE OPERATION OF THE PROPERTY
FOR THE PERIOD COMMENCING ON AND AFTER