CLOSING
DATE ("RISK OF LOSS TRANSFER"), 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) ANY SALES, USE, GROSS RECEIPTS
OR SIMILAR TAXES, (II) ANY PREMIUMS OR FEES REQUIRED TO BE PAID BY PURCHASER
WITH RESPECT TO THE TITLE POLICY PURSUANT TO SECTION 4.1 (OTHER THAN THE BASE
PREMIUM FOR THE TITLE POLICY), (III) ONE-HALF OF THE CUSTOMARY CLOSING COSTS OF
THE ESCROW AGENT, AND (IV) ALL FEES TO RECORD THE DEED AND PURCHASER'S LOAN AND
SECURITY DOCUMENTS.
SELLER SHALL PAY (A) ALL REAL ESTATE EXCISE TAX WHICH
BECOMES PAYABLE BY REASON OF THE TRANSFER OF THE PROPERTY, (B) THE BASE PREMIUM
FOR THE TITLE POLICY, (C) ONE-HALF OF THE CUSTOMARY CLOSING COSTS OF THE ESCROW
AGENT, AND (D) ALL FEES TO RECORD MORTGAGE RELEASES.
PURCHASER SHALL PAY (OR
REIMBURSE SELLER FOR)
ALL COSTS INCURRED BY SELLER FOR THE SURVEY AT CLOSING.
SELLER SHALL BE RESPONSIBLE FOR ALL SUCH SURVEY COSTS IF CLOSING FAILS TO OCCUR
FOR ANY REASON.
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 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 ONE (1) YEAR 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 PRIOR WRITTEN NOTICE (THE "RECORDS
DISPOSAL NOTICE").
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 SELLER'S PROPERTY-RELATED
FILES AND RECORDS THAT SELLER DESIRES TO RETAIN, USING COMMERCIALLY REASONABLE
EFFORTS TO MINIMIZE ANY DISRUPTION TO PURCHASER'S OPERATIONS.
5.5
POST CLOSING ADJUSTMENTS.
Purchaser or Seller may request that Purchaser and Seller undertake to
re-adjust any item on the Proration Schedule (or any item omitted therefrom),
with the exception of real property taxes which shall be final and not subject
to readjustment, in accordance with the provisions of Section 5.4 of this
Contract; provided, however, that neither