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 THE RISK OF LOSS SHALL PASS TO PURCHASER AND
PURCHASER SHALL BE RESPONSIBLE FOR OBTAINING ITS OWN INSURANCE THEREAFTER.
5.4.8.
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.
5.4.9.
CLOSING COSTS.
PURCHASER SHALL PAY ANY TRANSFER, SALES, USE, GROSS
RECEIPTS OR SIMILAR TAXES, THE COST OF RECORDING ANY INSTRUMENTS REQUIRED TO
DISCHARGE ANY LIENS OR ENCUMBRANCES AGAINST THE PROPERTY, 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 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.
5.4.10.
[INTENTIONALLY DELETED]
5.4.11.
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 ONE (1) YEAR 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.
5.4.12.
TAX APPEALS.
PRIOR TO CLOSING, SELLER AGREES TO FILE AN APPEAL (THE
"TAX APPEAL") WITH RESPECT TO REAL ESTATE AD VALOREM OR OTHER SIMILAR PROPERTY
TAXES APPLICABLE TO THE PROPERTY ASSESSED DURING THE TAX YEAR IN WHICH CLOSING
OCCURS (THE "PROPERTY TAXES").
Prior to the Closing, Seller shall notify Purchaser whether Seller
desires to continue to process the Tax Appeal from and after the Closing Date.
If Seller fails to notify Purchaser of its election to continue the Tax Appeal,
Seller will be deemed to have