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 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
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 11:59 P.M. THE DAY PRIOR TO THE
CLOSING DATE, AFTER WHICH TIME, IF THE CLOSING OCCURS, THE RISK OF LOSS SHALL
PASS TO PURCHASER AND PURCHASER SHALL BE RESPONSIBLE FOR OBTAINING ITS OWN
INSURANCE THEREAFTER.
5.4.8
EMPLOYEES.
SUBJECT TO SECTION 13.26, 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, OTHER THAN EMPLOYEES OF SELLER'S MANAGER THAT
SELLER'S MANAGER ELECTS TO CONTINUE TO EMPLOY AND RELOCATES TO ONE OR MORE OTHER
PROPERTIES MANAGED BY SELLER'S MANAGER.
SELLER SHALL INDEMNIFY AND HOLD
HARMLESS PURCHASER FROM ANY LOSSES SUFFERED BY PURCHASER AS A RESULT OF SUCH
TERMINATIONS AS WELL AS FOR ANY EMPLOYMENT-RELATED CLAIMS ACCRUING PRIOR TO
CLOSING OR WHICH OTHERWISE RELATED TO SELLER'S OR ITS PROPERTY MANAGER'S
EMPLOYMENT OF ANY SUCH PERSONS (WHICH OBLIGATION SHALL SURVIVE THE CLOSING).
5.4.9
CLOSING COSTS.
PURCHASER SHALL PAY THE COST OF (A) ALL RECORDING AND
FILING CHARGES IN CONNECTION WITH THE INSTRUMENTS BY WHICH SELLER CONVEYS THE
PROPERTY (INCLUDING THE DEED) AND ALL MORTGAGE RECORDING FEES AND TAXES WITH
RESPECT TO ANY MORTGAGE LOAN OBTAINED BY PURCHASER IN CONNECTION WITH ITS
PURCHASE OF THE PROPERTY, (B) ALL PREMIUMS OR FEES REQUIRED TO BE PAID BY
PURCHASER WITH RESPECT TO THE TITLE POLICY PURSUANT TO SECTION 4.1, AND (C) ANY
"MANSION TAX" PAYABLE ON THE TRANSFER OF THE PROPERTY TO PURCHASER.
SELLER
SHALL PAY THE COST OF ANY TRANSFER TAXES (WITH THE EXCEPTION OF ANY "MANSION
TAX") AND THE COST OF RECORDING ANY INSTRUMENTS REQUIRED TO DISCHARGE ANY LIENS
OR ENCUMBRANCES AGAINST THE PROPERTY AND THE COST TO OMIT ANY TITLE EXCEPTIONS
(OR OTHERWISE CURE THE SAME) WHICH SELLER IS REQUIRED TO OMIT OR CURE PURSUANT
TO THE TERMS OF THIS CONTRACT.
SELLER AND PURCHASER SHALL SHARE EQUALLY THE
ESCROW FEES OF THE TITLE INSURER, BUT NOT ANY OTHER OF TITLE INSURER'S FEES AND
CHARGES. THE PROVISIONS OF THIS SECTION 5.4.9 SHALL SURVIVE THE CLOSING.
5.4.10
UTILITY CONTRACTS.
SELLER HAS ENTERED INTO A UTILITY CONTRACT WITH HESS
CORPORATION (THE " UTILITY CONTRACT") FOR NATURAL GAS SERVICES, WHICH SELLER
SHALL, AT SELLER'S SOLE COST AND EXPENSE, TERMINATE