WITH AN ADJUSTMENT IN FAVOR OF PURCHASER,
AND PURCHASER SHALL RECEIVE A CREDIT THEREFOR AT CLOSING.
WITH RESPECT TO ANY
PAYMENTS RECEIVED BY PURCHASER AFTER THE CLOSING ALLOCABLE TO SELLER PRIOR TO
CLOSING, PURCHASER SHALL PROMPTLY PAY THE SAME TO SELLER.
5.4.7
WORK CREDIT.
AT CLOSING, PURCHASER SHALL RECEIVE A CREDIT AGAINST THE
PURCHASE PRICE IN AN AMOUNT EQUAL TO THE COST TO PERFORM THE WORK DESCRIBED IN
SCHEDULE 4.
THE COST OF THE WORK SHALL BE DETERMINED BY SELLER IN SELLER'S SOLE
DISCRETION PURSUANT TO A THIRD-PARTY BIDDING PROCESS.
SELLER SHALL DELIVER TO
PURCHASER A COPY OF A BID FOR THE WORK RECEIVED FROM A THIRD PARTY CONTRACTOR
NOT LATER THAN FIVE (5) BUSINESS DAYS PRIOR TO THE EXPIRATION OF THE FEASIBILITY
PERIOD.
PURCHASER ACKNOWLEDGES THAT SELLER SHALL BE UNDER NO OBLIGATION TO
UNDERTAKE ANY PART OF THE WORK OR TO ASSUME ANY EXPENSES IN CONNECTION WITH THE
WORK.
THE CREDIT PROVIDED AT CLOSING PURSUANT TO THIS SECTION 5.4.7 SHALL BE
FINAL AND NOT SUBJECT TO RE-ADJUSTMENT AFTER 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 11:59 P.M. THE DAY PRIOR TO THE
CLOSING DATE, 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 ANY TRANSFER, SALES, USE, GROSS
RECEIPTS OR SIMILAR TAXES, IMPOSED ON A PURCHASER, 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 APPLICABLE NORTH CAROLINA REAL PROPERTY TRANSFER TAX FOR
THE CONVEYANCE OF THE PROPERTY AND ANY TRANSFER, SALES, USE, GROSS RECEIPTS OR
SIMILAR TAXES IMPOSED ON A SELLER, THE COST OF RECORDING ANY INSTRUMENTS
REQUIRED TO DISCHARGE ANY LIENS OR ENCUMBRANCES AGAINST THE PROPERTY, THE BASE
PREMIUM FOR THE TITLE POLICY TO THE EXTENT REQUIRED BY SECTION 4.1, AND ONE-HALF
OF THE CUSTOMARY CLOSING COSTS OF THE ESCROW AGENT.
5.4.11
POSSESSION.
POSSESSION OF THE PROPERTY, SUBJECT TO THE LEASES, PROPERTY
CONTRACTS WHICH ARE NOT IDENTIFIED AS TERMINATED CONTRACTS DURING THE
FEASIBILITY PERIOD (SUBJECT TO THE LIMITATIONS OF SECTION 3.6), 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,
INCLUDING, WITHOUT LIMITATION, THE PURCHASE PRICE.
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,