SHALL BE RESPONSIBLE FOR ALL PRINCIPAL
REQUIRED TO BE PAID UNDER THE TERMS OF THE NOTES PRIOR TO CLOSING, TOGETHER WITH
ALL INTEREST, FEES, PENALTIES AND OTHER AMOUNTS ACCRUED UNDER THE NOTES PRIOR TO
CLOSING (OTHER THAN FEES, PENALTIES, INTEREST AND OTHER AMOUNTS DUE AND OWING AS
A RESULT OF THE LOAN ASSUMPTION AND RELEASE), ALL OF WHICH MAY BE A CREDIT
AGAINST THE PURCHASE PRICE AS PROVIDED IN SECTION 2.2.3.
PURCHASER SHALL BE
RESPONSIBLE FOR ALL LENDER FEES AND ALL OTHER FEES, PENALTIES, INTEREST AND
OTHER AMOUNTS DUE AND OWING UNDER THE ASSUMED LOAN DOCUMENTS AS A RESULT OF THE
LOAN ASSUMPTION AND RELEASE.
AS SET FORTH IN SECTION 4.5.6, ANY EXISTING
RESERVES, IMPOUNDS AND OTHER ACCOUNTS MAINTAINED IN CONNECTION WITH THE LOANS
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) THE COST OF RECORDING ANY INSTRUMENTS REQUIRED TO
DISCHARGE ANY LIENS OR ENCUMBRANCES AGAINST THE PROPERTY, (III) ALL COSTS
RELATING TO PROCUREMENT OF ANY REQUESTED ENDORSEMENTS TO THE TITLE POLICY,
INCLUDING FOR "EXTENDED" COVERAGE PURSUANT TO SECTION 4.1 HEREOF, (IV) ALL
DOCUMENTARY STAMP TAXES IMPOSED ON THE ASSUMPTION BY PURCHASER OF THE ASSUMED
DEEDS OF TRUST AND (IV) ONE-HALF OF THE CUSTOMARY CLOSING COSTS OF THE ESCROW
AGENT.
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)
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
INTENTIONALLY OMITTED.
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 SELLER AND PURCHASER PURSUANT TO SECTIONS 5.2 AND 5.3,
RESPECTIVELY.
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 NOT LESS THAN