MAY BE REQUIRED BY THEIR
RESPECTIVE TENANT LEASE OR STATE LAW (THE "TENANT SECURITY DEPOSIT BALANCE").
ANY CASH (OR CASH EQUIVALENTS) HELD BY SELLER WHICH CONSTITUTES THE TENANT
SECURITY DEPOSIT BALANCE SHALL BE RETAINED BY SELLER IN EXCHANGE FOR THE
FOREGOING CREDIT AGAINST THE PURCHASE PRICE AND SHALL NOT BE TRANSFERRED BY
SELLER PURSUANT TO THIS CONTRACT (OR ANY OF THE DOCUMENTS DELIVERED AT CLOSING),
BUT THE OBLIGATION WITH RESPECT TO THE TENANT SECURITY DEPOSIT BALANCE
NONETHELESS SHALL BE ASSUMED BY PURCHASER.
THE TENANT SECURITY DEPOSIT BALANCE
SHALL NOT INCLUDE ANY NON-REFUNDABLE DEPOSITS OR FEES PAID BY TENANTS TO SELLER,
EITHER PURSUANT TO THE LEASES OR OTHERWISE.
AT CLOSING, PURCHASER SHALL RECEIVE A CREDIT AGAINST THE PURCHASE PRICE
IN AN AMOUNT EQUAL TO THE SUM OF ANY RENT CONCESSIONS GRANTED FOR PERIODS AFTER
THE CLOSING AS A RESULT OF A SETTLEMENT BETWEEN SELLER, AS LANDLORD, AND A
TENANT AT THE PROPERTY FOR FAILURE OF SELLER TO PERFORM ANY OF ITS ACTIONS OR
OBLIGATIONS AS LANDLORD UNDER A LEASE (AS OPPOSED TO ANY RENT CONCESSIONS
GRANTED IN CONNECTION WITH A NEW OR RENEWED LEASE).
5.4.7
EXISTING LOANS.
SELLER SHALL BE RESPONSIBLE FOR ALL PRINCIPAL (EXCEPT FOR ANY MANDATORY
PARTIAL PREPAYMENT OF ANY OF THE LOANS PURSUANT TO SECTION 4.7.3 ABOVE, UNLESS
AGREED TO BY SELLER PURSUANT TO SECTION ) REQUIRED TO BE PAID UNDER THE
TERMS OF THE NOTES PRIOR TO THE DAY AFTER THE CLOSING DATE, TOGETHER WITH ALL
INTEREST ACCRUED UNDER THE NOTES PRIOR TO THE DAY AFTER THE CLOSING DATE, ALL OF
WHICH MAY BE A CREDIT AGAINST THE PURCHASE PRICE AS PROVIDED IN SECTION 2.2.3.
SUBJECT TO THE TERMS OF SECTION 4.7.7 ABOVE, 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, OTHER THAN THE ASSUMPTION FEES UP TO 1% OF THE
AMOUNT OF THE LOANS, AS SET FORTH IN SECTION 4.7.7.
IF AT CLOSING, THE
ASSUMPTION FEES ARE LESS THAN $230,660, THEN PURCHASER SHALL RECEIVE A CREDIT IN
THE AMOUNT OF THE DIFFERENCE BETWEEN $230,660 AND THE ACTUAL COST OF THE
ASSUMPTION FEES.
AS SET FORTH IN SECTION 4.7.8, ANY EXISTING RESERVES, IMPOUNDS
AND OTHER ACCOUNTS MAINTAINED IN CONNECTION WITH THE LOANS SHALL BE ASSIGNED TO
PURCHASER, AND AT CLOSING, PURCHASER SHALL PAY TO SELLER AN AMOUNT EQUAL TO THE
BALANCE OF SUCH RESERVES, IMPOUNDS AND ACCOUNTS SO ASSIGNED.
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 BY SELLER OR SELLER'S
MANAGER AS OF THE CLOSING DATE.
5.4.10
CLOSING COSTS.
PURCHASER SHALL