COSTS.
AT CLOSING, PURCHASER SHALL PAY ANY TRANSFER, MORTGAGE
ASSUMPTION, SALES, USE, GROSS RECEIPTS OR SIMILAR TAXES, 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.
AT CLOSING, SELLER SHALL PAY THE BASE PREMIUM FOR THE TITLE POLICY TO THE EXTENT
REQUIRED BY SECTION 4.1, THE COST OF RECORDING ANY INSTRUMENTS REQUIRED TO
DISCHARGE ANY LIENS OR ENCUMBRANCES AGAINST THE PROPERTY NOT CAUSED BY
PURCHASER'S ACTIONS, AND ONE-HALF OF THE CUSTOMARY CLOSING COSTS OF THE ESCROW
AGENT.
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 SELLER SHALL
ASSIGN AND PURCHASER SHALL ASSUME THE UTILITY CONTRACT WITH RESPECT TO THE
PROPERTY, AND IF REQUIRED BY THE TERMS OF SUCH UTILITY CONTRACT, PURCHASER SHALL
ATTEMPT TO OBTAIN CONSENT TO SUCH ASSIGNMENT AND ASSUMPTION, AND PURCHASER SHALL
HOLD HARMLESS AND, IF REQUESTED BY SELLER (IN SELLER'S SOLE DISCRETION), DEFEND
(WITH COUNSEL APPROVED BY SELLER) SELLER'S INDEMNIFIED PARTIES FROM AND AGAINST
ANY AND ALL LOSSES ARISING FROM OR RELATED TO PURCHASER'S FAILURE TO OBTAIN SUCH
CONSENT.
NOTWITHSTANDING THE FOREGOING, SELLER MAY INSTEAD ELECT TO RECEIVE A
CREDIT AT CLOSING EQUAL TO THE REASONABLY CALCULATED COSTS OF THE UTILITY
CONTRACT ATTRIBUTABLE TO THE PROPERTY FROM AND AFTER 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,
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, 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, 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 AND PRESERVE
SELLER'S PROPERTY-RELATED FILES AND RECORDS.
IF AT ANY TIME AFTER THE RECORDS
HOLD PERIOD, PURCHASER DESIRES TO DISPOSE OF SELLER'S PROPERTY-RELATED FILES AND
RECORDS, PURCHASER MUST FIRST PROVIDE SELLER PRIOR WRITTEN NOTICE (THE "RECORDS
DISPOSAL NOTICE").
SELLER SHALL HAVE A PERIOD OF 30 DAYS AFTER RECEIPT OF THE
RECORDS DISPOSAL NOTICE TO ENTER THE PROPERTY (OR SUCH OTHER LOCATION WHERE SUCH
RECORDS ARE THEN STORED) AND REMOVE OR COPY THOSE OF SELLER'S PROPERTY-RELATED
FILES AND RECORDS THAT SELLER DESIRES TO RETAIN.
5.5.
POST CLOSING ADJUSTMENTS.
Purchaser or Seller may request