RENTS AND TO
TAKE ALL STEPS, WHETHER BEFORE OR AFTER THE CLOSING DATE, AS MAY BE NECESSARY TO
CARRY OUT THE INTENTION OF THE FOREGOING; PROVIDED, HOWEVER, THAT PURCHASER'S
OBLIGATION TO COOPERATE WITH SELLER PURSUANT TO THIS SENTENCE SHALL NOT OBLIGATE
PURCHASER TO TERMINATE ANY TENANT LEASE WITH AN EXISTING TENANT OR EVICT ANY
EXISTING TENANT FROM THE PROPERTY.
AT CLOSING, PURCHASER SHALL RECEIVE A CREDIT AGAINST THE
PURCHASE PRICE IN AN AMOUNT EQUAL TO THE RECEIVED AND UNAPPLIED BALANCE OF ALL
CASH (OR CASH EQUIVALENT) TENANT DEPOSITS, INCLUDING, BUT NOT LIMITED TO,
SECURITY, DAMAGE, PET OR OTHER REFUNDABLE DEPOSITS PAID BY ANY OF THE TENANTS TO
SECURE THEIR RESPECTIVE OBLIGATIONS UNDER THE LEASES, TOGETHER, IN ALL CASES,
WITH ANY INTEREST PAYABLE TO THE TENANTS THEREUNDER AS 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.
5.4.7.
EXISTING LOAN.
SELLER SHALL BE RESPONSIBLE FOR ALL PRINCIPAL
REQUIRED TO BE PAID UNDER THE TERMS OF THE NOTE PRIOR TO CLOSING, TOGETHER WITH
ALL INTEREST AND ANY PENALTIES ACCRUED UNDER THE NOTE PRIOR TO CLOSING, ALL OF
WHICH MAY BE A CREDIT AGAINST THE PURCHASE PRICE AS PROVIDED IN SECTION 2.2.3.
PURCHASER SHALL BE RESPONSIBLE FOR THE PAYMENT OF ALL PRINCIPAL REQUIRED TO BE
PAID FROM AND AFTER CLOSING, TOGETHER WITH ALL INTEREST ACCRUING UNDER THE NOTE
FROM AND AFTER CLOSING.
PURCHASER SHALL ALSO BE RESPONSIBLE FOR ALL LENDER FEES
AND ALL OTHER FEES, PENALTIES, INTEREST AND OTHER AMOUNTS DUE AND OWING FROM AND
AFTER CLOSING 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 LOAN 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.
EXCEPT AS PROVIDED IN ARTICLE X, 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 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