PROPERTY, TO THE EXTENT THAT
SELLER HAS RECEIVED AS OF THE CLOSING PAYMENTS ALLOCABLE TO PERIODS SUBSEQUENT
TO CLOSING, THE SAME SHALL BE PROPERLY PRORATED WITH AN ADJUSTMENT IN FAVOR OF
PURCHASER, AND PURCHASER SHALL RECEIVE A CREDIT THEREFOR AT CLOSING FOR THE
PROPERTY.
WITH RESPECT TO ANY PAYMENTS RECEIVED BY PURCHASER AFTER THE CLOSING
ALLOCABLE TO SELLER PRIOR TO CLOSING, PURCHASER SHALL PROMPTLY PAY THE SAME TO
SELLER.
5.4.7
EXISTING LOANS.
ON THE CLOSING DATE, A SUFFICIENT AMOUNT OF THE
PROCEEDS OF THE PURCHASE PRICE WILL BE USED TO PAY THE OUTSTANDING PRINCIPAL
BALANCE OF THE NOTE TOGETHER WITH ALL INTEREST ACCRUED UNDER SUCH NOTE PRIOR TO
THE CLOSING DATE (THE "LOAN PAYOFF").
ANY EXISTING RESERVES, IMPOUNDS AND OTHER
ACCOUNTS MAINTAINED IN CONNECTION WITH THE LOAN SHALL BELONG TO SELLER UNLESS
CREDITED BY LENDER AGAINST THE AMOUNT DUE UNDER THE NOTE.
5.4.8
INTENTIONALLY LEFT BLANK.
5.4.9
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 CLOSING, AT WHICH TIME THE RISK OF
LOSS SHALL PASS TO PURCHASER AND PURCHASER SHALL BE RESPONSIBLE FOR OBTAINING
ITS OWN INSURANCE THEREAFTER.
5.4.10
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.
SELLER (OR THE PROPERTY MANAGER) SHALL BE SOLELY RESPONSIBLE FOR THE PAYMENT OF
ANY AND ALL WAGES, SALARIES, VACATION AND/OR SICK LEAVE COMPENSATION, PENSION OR
PROFIT SHARING BENEFITS AND OTHER BENEFITS OR COMPENSATION INURING TO THE
BENEFIT OF ANY AND ALL EMPLOYEES OF SELLER, ANY AFFILIATE OR AGENT, EMPLOYED AT
THE PROPERTY THROUGH THE CLOSING AND ALL SUCH EMPLOYEES SHALL, AT SELLER'S (OR
THE PROPERTY MANAGER'S) COST AND EXPENSE, BE TERMINATED OR OTHERWISE TRANSFERRED
TO OTHER EMPLOYMENT BY SELLER, THE PROPERTY MANAGER OR AN AFFILIATE THEREOF.
5.4.11
CLOSING COSTS.
PURCHASER SHALL PAY ANY MORTGAGE OR SIMILAR
DOCUMENTARY STAMP TAXES IN CONNECTION WITH ITS FINANCING OF THE PROPERTY (IF
APPLICABLE), ANY SALES, USE, GROSS RECEIPTS OR SIMILAR TAXES, THE COST OF
RECORDING ANY INSTRUMENTS REQUIRED TO DISCHARGE ANY LIENS OR ENCUMBRANCES
AGAINST THE PROPERTY, ANY PREMIUMS OR FEES REQUIRED TO BE PAID BY PURCHASER WITH
RESPECT TO THE TITLE POLICY PURSUANT TO SECTION 4.1, AND THE COST OF ANY NEW OR
UPDATED SURVEY PURSUANT TO SECTION 4.2.
SELLER SHALL PAY THE PREMIUM FOR ITS
TITLE POLICY TO THE EXTENT REQUIRED BY SECTION 4.1 AS WELL AS THE TRANSFER
DOCUMENTARY STAMP TAXES FOR THE TRANSFERS OF THE PROPERTY.
SELLER AND PURCHASER
SHALL SPLIT THE CUSTOMARY CLOSING COSTS OF THE ESCROW AGENT
5.4.12
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, SUCH UTILITY CONTRACT
SHALL BE IDENTIFIED ON THE SELLER INFORMATION SCHEDULE AND, AS SET FORTH ON THE
SELLER INFORMATION SCHEDULE, EITHER (A)