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
(OTHER THAN THE EMPLOYEES EMPLOYED UNDER THE COLLECTIVE BARGAINING AGREEMENT)
SHALL HAVE THEIR EMPLOYMENT AT THE PROPERTY TERMINATED BY SELLER OR SELLER'S
MANAGER, AS THE CASE MAY BE, AS OF THE CLOSING DATE.
WAGES, VACATION PAY,
PENSION AND WELFARE BENEFITS AND OTHER FRINGE BENEFITS FOR ALL PERSONS EMPLOYED
PURSUANT TO THE COLLECTIVE BARGAINING AGREEMENT AT THE PROPERTY SHALL BE
ADJUSTED AS OF THE CLOSING DATE.
5.4.10
CLOSING COSTS.
PURCHASER SHALL PAY ANY MORTGAGE ASSUMPTION (SUBJECT TO
SECTION 4.7.5), GROSS RECEIPTS OR SIMILAR TAXES, ANY PREMIUMS OR FEES REQUIRED
TO BE PAID BY PURCHASER WITH RESPECT TO THE TITLE POLICY PURSUANT TO
SECTION 4.1, AND ONE-HALF OF THE CUSTOMARY CLOSING COSTS OF THE ESCROW AGENT.
SELLER SHALL PAY ONE-HALF OF THE CUSTOMARY CLOSING COSTS OF THE ESCROW AGENT AND
THE COST OF RECORDING ANY INSTRUMENTS REQUIRED TO DISCHARGE ANY LIENS OR
ENCUMBRANCES AGAINST THE PROPERTY.
PURCHASER AND SELLER SHALL EACH BE
RESPONSIBLE FOR ONE-HALF OF THE APPLICABLE TRANSFER FEES OR SIMILAR FEES; SELLER
SHALL GRANT PURCHASER A CLOSING CREDIT FOR SELLER'S PORTION OF SUCH TRANSFER OR
SIMILAR FEES.
5.4.11
UTILITY CONTRACTS.
SELLER HAS ENTERED INTO A CONTRACT FOR NATURAL GAS
WITH UGI ENERGY SERVICES
(" UGI") WHICH EXPIRES ON APRIL 30, 2010 (THE "UTILITY
CONTRACT").
SELLER SHALL USE COMMERCIALLY REASONABLE EFFORTS TO OBTAIN THE
CONSENT OF UGI TO THE ASSIGNMENT OF THE UTILITY CONTRACT FROM SELLER TO
PURCHASER (BUT SELLER SHALL NOT HAVE ANY OBLIGATION TO TAKE ANY LEGAL ACTION OR
TO PAY ANY SUMS OF MONEY, IN ORDER TO OBTAIN SUCH CONSENT).
IF SELLER OBTAINS
SUCH CONSENT FROM UGI, THEN AT CLOSING, (X) SELLER AND PURCHASER SHALL ENTER
INTO AN ASSIGNMENT AND ASSUMPTION AGREEMENT WITH RESPECT TO THE UTILITY CONTRACT
(IN A FORM REASONABLY SATISFACTORY TO SELLER AND PURCHASER), WHEREBY SELLER
SHALL ASSIGN THE UTILITY CONTRACT TO PURCHASER AND PURCHASER SHALL ASSUME THE
OBLIGATIONS OF SELLER UNDER THE UTILITY CONTRACT APPLICABLE TO THE PERIOD FROM
AND AFTER THE CLOSING DATE AND (Y) IN CONNECTION WITH SUCH ASSUMPTION, PURCHASER
SHALL DELIVER A CASH DEPOSIT OR A SURETY BOND TO UGI, AS MAY BE REQUIRED BY UGI
IN ORDER FOR SELLER TO BE RELEASED FROM ITS OBLIGATIONS UNDER THE UTILITY
CONTRACT AND FOR SELLER TO RECEIVE A RETURN OF ITS DEPOSIT OR SURETY BOND POSTED
IN CONNECTION WITH THE UTILITY CONTRACT.
IF THE CONSENT OF UGI IS NECESSARY FOR
SUCH ASSIGNMENT, AND IF SELLER IS UNABLE TO OBTAIN THE CONSENT OF UGI TO THE
ASSIGNMENT OF THE UTILITY CONTRACT TO PURCHASER, THEN SELLER SHALL TERMINATE THE
UTILITY CONTRACT AT CLOSING AND SHALL, AT ITS SOLE COST AND EXPENSE, PAY ALL
TERMINATION FEES AND COSTS OWED TO UGI AS A RESULT OF SUCH TERMINATION.
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