AND ALL LIABILITIES, OBLIGATIONS, CLAIMS, LIENS OR ENCUMBRANCES ARISING
UNDER OR IN CONNECTION WITH THE LOAN FOR THE PERIOD AFTER THE CLOSING DATE.
THIS PARAGRAPH SHALL SURVIVE THE 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 THE CLOSING, 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 THE DOCUMENTARY STAMP TAX IN
CONNECTION WITH THE MORTGAGE ASSUMPTION, 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
ONE-HALF OF THE CUSTOMARY CLOSING COSTS OF THE ESCROW AGENT.
SELLER SHALL PAY
THE DOCUMENTARY STAMP TAX IN CONNECTION WITH THE RECORDING OF THE DEED, THE COST
OF THE BASE PREMIUM FOR THE TITLE POLICY AND ONE-HALF OF THE CUSTOMARY CLOSING
COSTS OF THE ESCROW AGENT.
ANY CLOSING COSTS NOT MENTIONED ABOVE SHALL BE PAID
BY THE LOCAL CUSTOM WHERE THE PROPERTY IS LOCATED.
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 SET
FORTH ON THE UPDATED RENT ROLL, 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 OR ITS
AGENTS, 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 AS OF 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, PRESERVE AND DISPOSE OF SELLER'S
PROPERTY-RELATED FILES AND RECORDS IN