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 (A) ANY SALES, USE, GROSS RECEIPTS
OR SIMILAR TAXES, EXCEPT AS OTHERWISE PROVIDED IN THE LAST SENTENCE OF THIS
SECTION 5.4.10, (B) THE COST OF RECORDING ANY INSTRUMENTS REQUIRED TO DISCHARGE
ANY LIENS OR ENCUMBRANCES AGAINST THE PROPERTY, (C) ANY PREMIUMS OR FEES
REQUIRED TO BE PAID BY PURCHASER WITH RESPECT TO THE TITLE POLICY PURSUANT TO
SECTION 4.1, AND (IV) ONE-HALF OF THE CUSTOMARY CLOSING COSTS OF THE ESCROW
AGENT (EXCEPT THAT PURCHASER SHALL PAY ANY SUMS REQUIRED BY FIRST AMERICAN TITLE
INSURANCE COMPANY FOR ADMINISTERING THE ESCROW OF THE DEPOSIT FROM ITS WINTER
PARK, FLORIDA OFFICE RATHER THAN FROM ITS OFFICE IN NEW YORK CITY).
SELLER
SHALL PAY ONE-HALF OF THE CUSTOMARY CLOSING COSTS OF THE ESCROW AGENT.
PURCHASER SHALL PAY ALL DOCUMENTARY STAMP TAXES DUE IN CONNECTION WITH THE LOAN
ASSUMPTION AND RELEASE.
THE TRANSFER TAX IMPOSED ON THE CONVEYANCE AND THE
RECORDING OF THE DEED SHALL BE SHARED EQUALLY BY SELLER AND PURCHASER.
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.
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 NOT LESS THAN THREE (3) YEARS AFTER
THE CLOSING (THE "RECORDS HOLD PERIOD"), TO (A) PROVIDE AND ALLOW SELLER
REASONABLE ACCESS TO SELLER'S PROPERTY-RELATED FILES AND RECORDS FOR PURPOSES OF
INSPECTION AND COPYING THEREOF, AND (B) REASONABLY MAINTAIN AND PRESERVE
SELLER'S PROPERTY-RELATED FILES AND RECORDS.
IF AT ANY TIME AFTER THE RECORDS
HOLD PERIOD, PURCHASER DESIRES TO DISPOSE OF SELLER'S PROPERTY-RELATED FILES AND
RECORDS, PURCHASER MUST FIRST PROVIDE SELLER