Common use of Additional Items Clause in Contracts

Additional Items. At the Closing, the following additional items shall be apportioned between the parties hereto as of the Adjustment Point, with Seller to be obligated for or entitled to amounts apportioned to the period through the Adjustment Point and Purchaser to be obligated for or entitled to amounts apportioned to the period following the Adjustment Point: 6.2.1 Impositions payable by Seller in respect of the Mall in the calendar year 1998 regardless of the valuation date or lien affixation date associated with such payments. In the case of special assessments payable in installments specified in Exhibit W attached hereto, the installment for the fiscal year in which the Closing Date occurs shall be apportioned as at the Adjustment Point and Purchaser shall be responsible for paying all subsequent installments thereof. If any Tenant in occupancy at the Closing Date or Adjoining Owner is obligated to pay any Impositions directly to the applicable taxing authority, such Impositions shall not be apportioned. Any refund obtained by either Seller or Purchaser of real estate taxes for which an apportionment is made pursuant to this subsection 6.2.1, net of the costs of obtaining such refund and the amount thereof payable to Tenants and Adjoining Owners, shall be apportioned as of the Adjustment Point. 6.2.2 Water and sewer charges, if any, payable by Seller on the basis of the period or periods for which the same are payable. If there are water meters at the Mall, Seller shall furnish readings to a date not more than thirty (30) days prior to the Closing Date, and the unfixed meter charges and the unfixed sewer charges, if any, based thereon for the intervening time shall be apportioned on the basis of such last readings. Any water and sewer charges payable by Tenants in occupancy on the Closing Date or Adjoining Owners directly to the equity or entities furnishing such services shall not be apportioned. 6.2.3 Utilities and fuel payable by Seller, including without limitation electricity and gas. Seller shall endeavor to have the meters for such utilities read the day on which the Adjustment Point occurs and will pay the bills rendered to it on the basis of such readings. If Seller does not obtain such a meter reading with respect to any such utility, the adjustment therefor shall be made on the basis of the most recently issued bills therefor which are based on meter readings not earlier than thirty (30) days prior to the Adjustment Point. Seller will receive a credit in the full amount of any cash security deposits held by any utility companies (with interest thereon, if any, in the amount accrued on such security deposits) and shall assign to Purchaser at the Closing all of Seller's right, title and interest in and to such security deposits. Purchaser will make its own arrangements for any security bonds required by any utility companies by Closing and Seller will be entitled to cancel any bonds previously furnished. If fuel oil, propane or other fuel is used at the Mall, Seller shall deliver to Purchaser at the Closing statements of the suppliers of such fuel dated within three days of the Adjustment Point setting forth the quantity of fuel on hand and the cost paid by Seller therefor, and Purchaser shall pay to Seller at the Closing the cost of such fuel (including taxes thereon, if any) as shown on such statements. Charges for any utilities payable by Tenants in occupancy on the Closing Date and Adjoining Owners directly to the utility companies furnishing the same shall not be apportioned. 6.2.4 Charges payable by Seller under the Other Agreements. 6.2.5 Contributions payable by Seller to merchants' and other associations, and to promotional activities at the Mall, including gift certificates. 6.2.6 Any other items of income or expense of the Mall, which, in accordance with generally accepted business practices, should be apportioned between Seller and Purchaser. All prorated items that are not subject to an exact determination shall be estimated by the parties with prorations adjusted to actual within 60 days after the Closing. The provisions of this Article VI shall be Surviving Covenants.

Additional Items. At the Closing, the following additional items shall be apportioned between the parties hereto Sellers and Purchaser as of the Adjustment Point, with Seller the Sellers to be obligated for or entitled to amounts apportioned to the period through the Adjustment Point and Purchaser to be obligated for or entitled to amounts apportioned to the period following the Adjustment Point: 6.2.1 6.4.1 Impositions payable by Seller Owner in respect of the Mall in Property shall be adjusted on the calendar year 1998 regardless basis of the fiscal year for which the same are imposed, whether or not yet due and payable as of the Closing Date. If an Imposition is not due and payable until after the Closing Date and the assessed valuation or the tax rate or any other factor upon which the amount of the Imposition will be based has not been fixed at the Closing Date, then the parties shall at the Closing apportion such Imposition based on the most recently available assessed valuation and tax rate, and shall make a final adjustment of such item within thirty (30) days following the date on which the actual assessed valuation and tax rate or lien affixation date associated with any other factor applicable to such paymentsImposition becomes known and, if necessary, upon receipt of actual bills. In the case of special assessments payable in installments specified in Exhibit W attached heretoinstallments, the installment for the fiscal year in which the Closing Date Adjustment Point occurs shall be apportioned as at by the Adjustment Point Sellers and Purchaser as provided above and Purchaser or Owner shall be responsible for paying all subsequent installments thereof. If any Tenant in occupancy at the Closing Date or Adjoining Owner is obligated to pay any Impositions directly to the applicable taxing authority, such Impositions shall not be apportioned. Any refund obtained by either Seller or Purchaser of real estate taxes for which an apportionment is made pursuant to this subsection 6.2.1, net of the costs of obtaining such refund and the amount thereof payable to Tenants and Adjoining Owners, shall be apportioned as of the Adjustment Point. 6.2.2 6.4.2 Water and sewer charges, if any, payable by Seller Owner on the basis of the period or periods for which the same are payable. If there are water meters at the MallProperty, Seller the Sellers shall furnish readings to a date not more than thirty (30) days prior to the Closing Date, and the unfixed meter charges and the unfixed sewer charges, if any, based thereon for the intervening time shall be apportioned on the basis of such last readings. Any water and sewer charges payable by Tenants in occupancy on the Closing Date or Adjoining Owners directly to the equity entity or entities furnishing such services shall not be apportioned. 6.2.3 6.4.3 Utilities and fuel payable by SellerOwner, including without limitation electricity and gas. Seller The Sellers shall endeavor to have the meters for such utilities read the day on which the Adjustment Point occurs and will pay the bills rendered to it on the basis of such readings. If Seller does the Sellers do not obtain such a meter reading with respect to any such utility, the adjustment therefor shall be made on the basis of the most recently issued bills therefor which are based on meter readings not earlier than thirty (30) days prior to the Adjustment Point. Seller The Sellers will receive a credit in the full an amount of equal to any cash security deposits held by any utility companies (with interest thereon, if any, in the amount equal to the amount accrued on such security deposits) ), and shall assign to Purchaser at and after the Closing Owner shall retain all of Seller's right, title and interest in and to such security deposits. Purchaser will make its own arrangements for any security surety bonds required by any utility companies by within ten (10) Business Days following the Closing Date, and Seller will be entitled to cancel any bonds previously furnishedfurnished may, at the Purchaser's option, be cancelled on or after the Closing. If fuel oil, propane or other fuel is used at the MallProperty, Seller the Sellers shall deliver to Purchaser at the Closing statements of the suppliers of such fuel dated within three days of the Adjustment Point setting forth the quantity of fuel on hand and the cost paid by Seller Owner therefor, and Purchaser shall pay to Seller the Sellers at the Closing the cost of such fuel (including taxes thereon, if any) as shown on such statements. Charges for any utilities payable by Tenants in occupancy on the Closing Date and Adjoining Owners directly to the utility companies furnishing the same shall not be apportioned. 6.2.4 6.4.4 Charges payable by Seller Owner under the Other Agreements. 6.2.5 6.4.5 Contributions payable by Seller Owner to merchants' and other associations, and to promotional and marketing funds and activities at the MallProperty, including gift certificatesit being understood that the Sellers shall be reimbursed at the Closing for marketing or promotional expenditures paid for prior to the Closing to the extent that the advertisements or other items covered by such expenditures will appear or take place on or after the Closing Date and the Purchaser shall receive a credit to the Purchase Price in the amount equal to marketing or promotional expenditures not paid for prior to the Closing to the extent that the advertisements or other items covered by such expenditures have appeared or taken place prior to the Closing Date. 6.2.6 Any other items 6.4.6 If on the Closing Date, there are pending any tax certiorari proceedings and/or protests of income or expense real estate tax assessments relating to the Property in respect of the Mallreal estate taxes payable for the then-current tax fiscal year, whichthen (i) the Sellers shall have the right to direct the prosecution by Owner or its successor (and Purchaser shall cause Owner or such successor to follow such directions) of such proceedings or protests and collect any refunds payable in respect thereof if on the Closing Date more than half of such fiscal year shall have elapsed, and (ii) Owner (and Purchaser, as the owner of all of the Membership Interests) shall have the right to retain control of the prosecution of such proceedings or protests and collect any refunds payable in respect thereof if on the Closing Date half of such fiscal year or less shall have elapsed; provided, however, that no settlement of any such proceedings or protests shall be made without the prior written approval of the other party hereto, such approval not to be unreasonably withheld or delayed. The Sellers or their designee shall have the right to take over the prosecution of any such proceedings or protests in the name of Owner with respect to any prior periods without the participation or approval of Purchaser (and Purchaser shall cause Owner to execute all documents reasonably requested by the Sellers in connection therewith, at the Sellers' expense), and Purchaser shall have the right to direct the prosecution and settlement by Owner of any such proceedings or protests for any tax fiscal year which commences on or after the Closing Date without the participation or approval of the Sellers, provided that no such settlement by or at the direction of the Sellers or Purchaser pursuant to this sentence shall, without the written consent of the other, include any agreement or settlement with respect to real estate tax assessments relating to a tax fiscal year as to which the other party has, pursuant to this sentence, the right to direct the prosecution and settlement of proceedings and protests. With respect to any refund to which the Sellers are entitled pursuant to this subsection 6.4.6, the Sellers are hereby authorized to negotiate any check made payable to Owner in respect of such refund. Within thirty (30) days after receipt by the Sellers of a refund for the fiscal year in which the Closing occurs or any prior period, the Sellers shall submit to Purchaser a schedule showing the amount of such refund, net of the costs and expenses of obtaining the same, which is payable to each Tenant then in possession at the Property (or to Owner, to the extent the same had been paid by Owner), and shall remit to Owner the aggregate of all amounts so payable. If any such refund shall be received by Owner, Purchaser shall cause Owner to notify the Sellers of such refund and upon the Sellers' delivery to Purchaser (which delivery shall occur no later than thirty (30) days after notice to the Sellers of such refund) of a schedule of the amount of such refund, net of the costs and expenses of obtaining the same, which is payable to each Tenant then in possession at the Property, Purchaser shall cause Owner to immediately remit such refund to the applicable Tenants. From time to time after the Closing, Purchaser shall cause Owner, upon request, to advise the Sellers of the names of any Tenants which are in occupancy at the Closing but cease to be in occupancy thereafter. Purchaser shall cause Owner to promptly pay any amounts so received from the Sellers to the Tenants in possession pursuant to and in accordance with generally accepted business practicesthe schedule submitted to it by the Sellers and Purchaser shall indemnify and hold the Sellers harmless from and against all claims, should demands, liabilities and expenses (including, without limitation, reasonable attorneys' fees and disbursements) asserted against, imposed on or incurred by the Sellers by reason of the failure by Owner to make any such payment to a Tenant in possession. The Sellers shall indemnify and hold Purchaser and Owner harmless from and against all claims, demands, liabilities and expenses (including, without limitation, reasonable attorneys' fees) asserted against, imposed on or incurred by Purchaser or Owner by reason of (i) any claim by a Tenant no longer in possession at the Property that it is entitled to a portion of any such refund, but only with respect to the period prior to the Adjustment Point and (ii) any claim by a Tenant in possession at the Property that it is entitled to more than the amount paid to it by Purchaser in accordance with the schedule furnished by the Sellers to Purchaser, but only with respect to the period prior to the Adjustment Point. The amount of any refund obtained by the Sellers or Purchaser (or Owner) in respect of the fiscal year in which the Closing occurs as a result of any such proceeding or protest, or the settlement thereof, net of costs and expenses payable by the Sellers or Purchaser (or Owner) in connection therewith and the amount of such refund payable to Tenants, shall be apportioned between Seller Purchaser and Purchaser. All prorated items the Sellers in the manner that are not subject real estate taxes for such year were apportioned pursuant to an exact determination subsection 6.4.1, and the portion of such amount properly allocable to the period prior to the Adjustment Point shall be estimated paid by Purchaser (or Owner) to the Sellers or the amount properly allocable to the period subsequent to the Adjustment Point shall be paid by the parties with prorations adjusted Sellers to actual within 60 days after Purchaser or Owner, as the Closing. The provisions of this Article VI shall be Surviving Covenantscase may be.

Additional Items. At the Closing, the following additional items shall be apportioned between the parties hereto as of the Adjustment Point, with Seller Equitable to be obligated for or entitled to amounts apportioned to the period through the Adjustment Point and Purchaser to be obligated for or entitled to amounts apportioned to the period following the Adjustment Point: 6.2.1 (a) Impositions payable by Seller Equitable in respect of the Mall in for the calendar year 1998 regardless of the valuation date or lien affixation date associated with such payments1997. In the case of 18 special assessments payable in installments specified in Exhibit W attached heretoinstallments, the installment for the fiscal year in which the Closing Date occurs shall be apportioned as at of the Adjustment Point and Purchaser shall be responsible for paying all subsequent installments thereof. If any Tenant in occupancy at the Closing Date or Adjoining Owner is obligated to pay any Impositions directly to the applicable taxing authority, such Impositions shall not be apportioned. Any refund obtained by either Seller Equitable or Purchaser of for real estate taxes for which an apportionment is made pursuant to this subsection 6.2.1Section 6.03(a), net of the costs of obtaining such refund and the amount thereof payable to Tenants and Adjoining OwnersTenants, shall be apportioned as of the Adjustment Point. 6.2.2 (b) Water and sewer charges, if any, payable by Seller Equitable on the basis of the period or periods for which the same are payable. If there are water meters at the Mall, Seller Equitable shall furnish readings to a date not more than thirty (30) days prior to the Closing Date, and the unfixed meter charges and the unfixed sewer charges, if any, based thereon for the intervening time shall be apportioned on the basis of such last readings. Any water and sewer charges payable by Tenants in occupancy on the Closing Date or Adjoining Owners directly to the equity entity or the entities furnishing such services shall not be apportioned. 6.2.3 (c) Utilities and fuel payable by SellerEquitable, including without limitation electricity and gas. Seller Equitable shall endeavor to have the meters for such utilities read the day on which the Adjustment Point Period occurs and will pay the bills rendered to it on the basis of such readings. If Seller Equitable does not obtain such a meter reading with respect to any such utility, the adjustment therefor shall be made on the basis of the most recently issued bills therefor therefore which are based on meter readings not earlier than thirty (30) days prior to the Adjustment Point. Seller Equitable will receive a credit in the full amount of any cash security deposits held by any utility companies (with interest thereon, if any, in the amount accrued on such security deposits) ), and shall assign to Purchaser at the Closing all of SellerEquitable's right, title and interest in and to such security deposits. Purchaser will make its own arrangements for any security bonds required by any utility companies by within 60 days following the Closing Date, and Seller Equitable will be entitled to thereafter cancel any bonds previously furnished. If fuel oil, propane or other fuel is used at the Mall, Seller Equitable shall deliver to Purchaser at the Closing statements of the suppliers of such fuel dated within three days of the Adjustment Point setting forth the quantity of fuel on hand and the cost paid by Seller Equitable therefor, and Purchaser shall pay to Seller Equitable at the Closing the cost of such fuel (including taxes thereon, if any) as shown on such 19 statements. Charges for any utilities payable by Tenants in occupancy on the Closing Date and Adjoining Owners directly to the utility companies furnishing the same shall not be apportioned. 6.2.4 (d) Charges payable by Seller Equitable under the Other Agreements. 6.2.5 (e) Ancillary income receivable by Equitable in connection with the licensing of the name of the Mall to third parties, the furnishing of utilities from the Mall to third parties, the leasing of kiosks, antennae, baby strollers and other items and the like. (f) Contributions payable by Seller Equitable to merchants' and other associations, and to promotional activities at the Mall, including gift certificates. 6.2.6 (g) Any other items of income or expense of the Mall, Mall which, in accordance with generally accepted business practices, should be apportioned between Seller Equitable and Purchaser. All prorated items that are not subject to an exact determination shall be estimated by the parties with prorations adjusted to actual within 60 days after the Closing. The provisions of this Article VI shall be Surviving Covenants.

Additional Items. At the Closing, the following additional items shall be apportioned between the parties hereto Equitable and Purchaser as of the Adjustment PointPoint for each Mall: 6.4.1 Impositions payable by Equitable in respect of each Mall shall be adjusted on the basis of the fiscal year for which the same are imposed, with Seller whether or not yet due and payable as of the Closing Date. If an Imposition is not due and payable until after the Closing Date and the assessed valuation or the tax rate or any other factor upon which the amount of the Imposition will be based has not been fixed at the Closing Date, then the parties shall at the Closing apportion such Imposition based on the most recently available assessed valuation and tax rate, and shall make a final adjustment of such item within 30 days following the date on which the actual assessed valuation and tax rate or any other factor applicable to such Imposition becomes known. Notwithstanding the foregoing, in the case of real estate taxes which are payable in arrears, at the Closing, Purchaser shall pay to Equitable one-half of the estimated aggregate amount of such real estate taxes which will be obligated for or entitled payable after the Closing Date, which are properly allocable to amounts apportioned any period prior to the period through the Adjustment Point and which are otherwise credited to Purchaser at Closing, such payment being the estimated aggregate amount of payments to be obligated for or entitled (and not previously) made by Tenants and Adjoining Owners in reimbursement of such taxes, which payments, when made, and notwithstanding the provisions of subsection 6.1.7, shall be retained by Purchaser. Such estimates shall be subject to readjustment at such time as the actual amounts apportioned to the period following the Adjustment Point: 6.2.1 Impositions payable by Seller in respect of the Mall in the calendar year 1998 regardless of the valuation date or lien affixation date associated with such paymentsreal estate taxes and reimbursement payments have been determined. In the case of special assessments payable in installments specified in Exhibit W attached heretoinstallments, the installment for the fiscal year in which the Closing Date Adjustment Point occurs shall be apportioned by Equitable and Purchaser as at the Adjustment Point provided above and Purchaser shall be responsible for paying all subsequent installments thereof. If any Tenant in occupancy at the Closing Date or Adjoining Owner is obligated to pay any Impositions directly to the applicable taxing authority, such Impositions shall not be apportioned. Any refund obtained by either Seller or Purchaser of real estate taxes for which an apportionment is made pursuant to this subsection 6.2.1, net of the costs of obtaining such refund and the amount thereof payable to Tenants and Adjoining Owners, shall be apportioned as of the Adjustment Point. 6.2.2 6.4.2 Water and sewer charges, if any, payable by Seller Equitable on the basis of the period or periods for which the same are payable. If there are water meters at the any Mall, Seller Equitable shall furnish readings to a date not more than thirty (30) days prior to the Closing Date, and the unfixed meter charges and the unfixed sewer charges, if any, based thereon for the intervening inter vening time shall be apportioned on the basis of such last readings. Any water and sewer charges payable by Tenants in occupancy on the Closing Date or Adjoining Owners directly to the equity entity or entities furnishing such services shall not be apportioned. 6.2.3 6.4.3 Utilities and fuel payable by SellerEquitable, including without limitation electricity and gas. Seller Equitable shall endeavor to have the meters for such utilities read the day on which the Adjustment Point occurs and will pay the bills rendered to it on the basis of such readings. If Seller Equitable does not obtain such a meter reading with respect to any such utility, the adjustment therefor shall be made on the basis of the most recently issued bills therefor which are based on meter readings not earlier than thirty (30) days prior to the Adjustment Point. Seller Equitable will receive a credit in the full an amount of equal to any cash security deposits held by any utility companies (with interest thereon, if any, in the amount equal to the amount accrued on such security deposits) ), and shall assign to Purchaser at the Closing all of SellerEquitable's right, title and interest in and to such security deposits. Purchaser will make its own arrangements for any security surety bonds required by any utility companies by within 10 Business Days following the Closing Date, and Seller Equitable will be entitled to thereafter cancel any bonds previously furnished. If fuel oil, propane or other fuel is used at the any Mall, Seller Equitable shall deliver to Purchaser at the Closing statements of the suppliers of such fuel dated within three days of the Adjustment Point setting forth the quantity of fuel on hand and the cost paid by Seller Equitable therefor, and Purchaser shall pay to Seller Equitable at the Closing the cost of such fuel (including taxes thereon, if any) as shown on such statements. Charges for any utilities payable by Tenants in occupancy on the Closing Date and Adjoining Owners directly to the utility companies furnishing the same shall not be apportioned. 6.2.4 6.4.4 Charges payable by Seller Equitable under the Other Agreements. 6.2.5 6.4.5 Contributions payable by Seller Equitable to merchants' and other associations, and to promotional and marketing funds and activities at the MallMalls, including gift certificatesit being understood that Equitable shall be required to fund any share of pre-Closing marketing and promotion costs. 6.2.6 6.4.6 If on the Closing Date, there are pending any tax certiorari proceedings and/or protests of real estate tax assessments of any Mall in respect of the real estate taxes payable for the then-current tax fiscal year, then (i) Equitable shall have the right to continue the prosecution of such proceedings or protests and collect any refunds payable in respect thereof if on the Closing Date more than half of such fiscal year shall have elapsed, and (ii) Purchaser shall have the right to take over the prosecution of such proceedings or protests and collect any refunds payable in respect thereof if on the Closing Date half of such fiscal year or less shall have elapsed; provided, however, that no such settlement shall be made without the prior written approval of the other party hereto, such approval not to be unreasonably withheld or delayed. Equitable shall have the right to continue to prosecute any such proceedings or protests with respect to any prior periods without the participation or approval of Purchaser, and Purchaser shall have the right to prosecute any such proceedings or protests for any subsequent periods without the participation or approval of Equitable. Within 30 days after receipt by Equitable of a refund for the fiscal year in which the Closing occurs or any prior period, Equitable shall submit to Purchaser a schedule showing the amount of such refund, net of the costs and expenses of obtaining the same, which is payable to each Tenant then in possession at such Mall and each Adjoining Owner, and shall remit to Purchaser the aggregate of all amounts so payable. From time to time after the Closing Purchaser shall, upon request, advise Equitable of the names of any Tenants which are in occupancy at the Closing but cease to be in occupancy thereafter. Purchaser shall promptly pay any amounts so received from Equitable to the Tenants in possession and Adjoining Owners pursuant to and in accordance with the schedule submitted to it by Equitable and shall indemnify and hold Equitable harmless from and against all claims, demands, liabilities and expenses (including, without limitation, reasonable attorneys' fees and disbursements) asserted against, imposed on or incurred by Equitable by reason of Purchaser's failure to make any such payment to a Tenant in possession or an Adjoining Owner. Equitable shall indemnify and hold Purchaser harmless from and against all claims, demands, liabilities and expenses (including, without limitation, reasonable attorneys' fees) asserted against, imposed on or incurred by Purchaser by reason of (i) any claim by a Tenant no longer in possession at the applicable Mall that it is entitled to a portion of any such refund and (ii) any claim by a Tenant in possession or Adjoining Owner at the applicable Mall that it is entitled to more than the amount paid to it by 6.4.7 Any accrued but unpaid interest and Trustee's and Rating Agency fees in connection with the Existing Financing, but excluding fees payable in connection with the obtaining of the Rating Agency Approval. 6.4.8 Any amounts deposited with the Trustee pursuant to the terms of the Existing Financing. 6.4.9 Rent under the Ground Leases, including, without limitation, percentage or overage rent, real estate taxes, insurance premiums and any other amounts paid or to be paid by the ground lessee thereunder. 6.4.10 Any other items of income or expense of the Mall, Malls which, in accordance with generally accepted business practices, should be apportioned between Seller Equitable and Purchaser. All prorated items that are not subject to an exact determination shall be estimated by the parties with prorations adjusted to actual within 60 days after the Closing. The provisions of this Article VI shall be Surviving Covenants.6.5

Additional Items. At the Closing, the following additional items shall be apportioned between the parties hereto Sellers and Purchaser as of the Adjustment Point, with Seller the Sellers to be obligated for or entitled to amounts apportioned to the period through the Adjustment Point and Purchaser to be obligated for or entitled to amounts apportioned to the period following the Adjustment Point: 6.2.1 6.4.1 Impositions payable by Seller Owner in respect of the Mall in Property shall be adjusted on the calendar year 1998 regardless basis of the fiscal year for which the same are imposed, whether or not yet due and payable as of the Closing Date. If an Imposition is not due and payable until after the Closing Date and the assessed valuation or the tax rate or any other factor upon which the amount of the Imposition will be based has not been fixed at the Closing Date, then the parties shall at the Closing apportion such Imposition based on the most recently available assessed valuation and tax rate, and shall make a final adjustment of such item within thirty (30) days following the date on which the actual assessed valuation and tax rate or lien affixation date associated with any other factor applicable to such paymentsImposition becomes known and, if necessary, upon receipt of actual bills. In the case of special assessments payable in installments specified in Exhibit W attached heretoinstallments, the installment for the fiscal year in which the Closing Date Adjustment Point occurs shall be apportioned as at by the Adjustment Point Sellers and Purchaser as provided above and Purchaser or Owner shall be responsible for paying all subsequent installments thereof. If any Tenant in occupancy at the Closing Date or Adjoining Owner is obligated to pay any Impositions directly to the applicable taxing authority, such Impositions shall not be apportioned. Any refund obtained by either Seller or Purchaser of real estate taxes for which an apportionment is made pursuant to this subsection 6.2.1, net of the costs of obtaining such refund and the amount thereof payable to Tenants and Adjoining Owners, shall be apportioned as of the Adjustment Point. 6.2.2 6.4.2 Water and sewer charges, if any, payable by Seller Owner on the basis of the period or periods for which the same are payable. If there are water meters at the MallProperty, Seller the Sellers shall furnish readings to a date not more than thirty (30) days prior to the Closing Date, and the unfixed meter charges and the unfixed sewer charges, if any, based thereon for the intervening time shall be apportioned on the basis of such last readings. Any water and sewer charges payable by Tenants in occupancy on the Closing Date or Adjoining Owners directly to the equity entity or entities furnishing such services shall not be apportioned. 6.2.3 Utilities and fuel payable by Seller, including without limitation electricity and gas. Seller shall endeavor to have the meters for such utilities read the day on which the Adjustment Point occurs and will pay the bills rendered to it on the basis of such readings. If Seller does not obtain such a meter reading with respect to any such utility, the adjustment therefor shall be made on the basis of the most recently issued bills therefor which are based on meter readings not earlier than thirty (30) days prior to the Adjustment Point. Seller will receive a credit in the full amount of any cash security deposits held by any utility companies (with interest thereon, if any, in the amount accrued on such security deposits) and shall assign to Purchaser at the Closing all of Seller's right, title and interest in and to such security deposits. Purchaser will make its own arrangements for any security bonds required by any utility companies by Closing and Seller will be entitled to cancel any bonds previously furnished. If fuel oil, propane or other fuel is used at the Mall, Seller shall deliver to Purchaser at the Closing statements of the suppliers of such fuel dated within three days of the Adjustment Point setting forth the quantity of fuel on hand and the cost paid by Seller therefor, and Purchaser shall pay to Seller at the Closing the cost of such fuel (including taxes thereon, if any) as shown on such statements. Charges for any utilities payable by Tenants in occupancy on the Closing Date and Adjoining Owners directly to the utility companies furnishing the same shall not be apportioned. 6.2.4 Charges payable by Seller under the Other Agreements. 6.2.5 Contributions payable by Seller to merchants' and other associations, and to promotional activities at the Mall, including gift certificates. 6.2.6 Any other items of income or expense of the Mall, which, in accordance with generally accepted business practices, should be apportioned between Seller and Purchaser. All prorated items that are not subject to an exact determination shall be estimated by the parties with prorations adjusted to actual within 60 days after the Closing. The provisions of this Article VI shall be Surviving Covenants.

Additional Items. At the Closing or within thirty (30) days following the Closing, as appropriate, the following additional items shall be apportioned between the parties hereto as of the Adjustment Point, with Seller to be obligated for or entitled to amounts apportioned to the period through the Adjustment Point and Purchaser to be obligated for or entitled to amounts apportioned to the period following the Adjustment Point: 6.2.1 6.3.1 Impositions which are payable by Seller in respect of the Mall in on the calendar year 1998 regardless basis of the valuation date or lien affixation date associated with fiscal year for such paymentsassessment shall be paid by Seller up to Closing Date and Purchaser thereafter. In the case of special assessments payable in installments specified in Exhibit W attached heretoinstallments, the installment for the fiscal year in which the Closing Date occurs shall be apportioned as at of the Adjustment Point and Purchaser shall be responsible for paying all subsequent installments thereof. If any Tenant in occupancy at the Closing Date or Adjoining Owner is obligated to pay any Impositions directly to the applicable taxing authority, such Impositions shall not be apportioned. Any refund obtained by either Seller or Purchaser of real estate taxes for which an apportionment is made pursuant to this subsection 6.2.1, net of the costs of obtaining such refund and the amount thereof payable to Tenants and Adjoining Owners, shall be apportioned as of the Adjustment Point. 6.2.2 6.3.2 Water and sewer charges, if any, payable by Seller on the basis of the period or periods for which the same are payable. If there are water meters at the Mall, Seller shall furnish readings to a date not more than thirty (30) days prior to the Closing Date, and the unfixed meter charges and the unfixed sewer charges, if any, based thereon for the intervening time shall be apportioned on the basis of such last readings. Any water and sewer charges payable by Tenants in occupancy on the Closing Date or Adjoining Owners directly to the equity entity or entities furnishing such services shall not be apportioned. 6.2.3 Utilities and fuel 6.3.3 Other utilities payable by Seller, including without limitation electricity and gas. Seller shall endeavor to have the meters for such utilities read the day on which the Adjustment Point occurs and will pay the bills rendered to it on the basis of such readings. If Seller does not obtain such a meter reading with respect to any such utility, the adjustment therefor shall be made on the basis of the most recently issued bills therefor which are based on meter readings not earlier than thirty (30) days prior to the Adjustment Point. Seller will receive a credit in the full amount of any cash security deposits held by any utility companies (with interest thereon, if any, in the amount accrued on such security deposits) and shall assign to Purchaser at the Closing all of Seller's right, title and interest in and to such security deposits. Purchaser will make its own arrangements for any security bonds required by any utility companies by Closing and Seller will be entitled to cancel any bonds previously furnished. If fuel oil, propane or other fuel is used at the Mall, Seller shall deliver to Purchaser at the Closing statements of the suppliers of such fuel dated within three days of the Adjustment Point setting forth the quantity of fuel on hand and the cost paid by Seller therefor, and Purchaser shall pay to Seller at the Closing the cost of such fuel (including taxes thereon, if any) as shown on such statements. Charges for any utilities payable by Tenants in occupancy on the Closing Date and Adjoining Owners directly to the utility companies furnishing the same shall not be apportioned. 6.2.4 6.3.4 Charges paid by Seller prior to the Closing or payable by Seller Purchaser after the Closing under the Other AgreementsAgreements to the extent Other Agreements continue post-closing. 6.2.5 Contributions payable 6.3.5 Ancillary income receivable by Seller in connection with the licensing of the name of the Mall to third parties, the furnishing of utilities from the Mall to third parties, the leasing of kiosks, antennae, baby strollers and other items and the like. Contributions Seller is legally obligated to pay to (i) merchants' and other associations, and to (ii) promotional activities at the Mall, including gift certificates. 6.2.6 . Any other items of income or expense of the Mall, which, in accordance with generally accepted business practices, should be apportioned between Seller and Purchaser. All prorated items that are not subject to an exact determination shall be estimated by the parties with prorations adjusted to actual within 60 days after the Closing. The provisions of this Article VI shall be Surviving Covenants.

Additional Items. At the Closing, the following additional items shall be apportioned between the parties hereto Equitable and Purchaser as of the Adjustment PointPoint for each Mall: 6. 4.1 Impositions payable by Equitable in respect of each Mall shall be adjusted on the basis of the fiscal year for which the same are imposed, with Seller whether or not yet due and payable as of the Closing Date. If an Imposition is not due and payable until after the Closing Date and the assessed valuation or the tax rate or any other factor upon which the amount of the Imposition will be based has not been fixed at the Closing Date, then the parties shall at the Closing apportion such Imposition based on the most recently available assessed valuation and tax rate, and shall make a final adjustment of such item within 30 days following the date on which the actual assessed valuation and tax rate or any other factor applicable to such Imposition becomes known. Notwithstanding the foregoing, in the case of real estate taxes which are payable in arrears, at the Closing, Purchaser shall pay to Equitable one-half of the estimated aggregate amount of such real estate taxes which will be obligated for or entitled payable after the Closing Date, which are properly allocable to amounts apportioned any period prior to the period through the Adjustment Point and which are otherwise credited to Purchaser at Closing, such payment being the estimated aggregate amount of payments to be obligated for or entitled (and not previously) made by Tenants and Adjoining Owners in reimbursement of such taxes, which payments, when made, and notwithstanding the provisions of subsection 6.1.7, shall be retained by Purchaser. Such estimates shall be subject to readjustment at such time as the actual amounts apportioned to the period following the Adjustment Point: 6.2.1 Impositions payable by Seller in respect of the Mall in the calendar year 1998 regardless of the valuation date or lien affixation date associated with such paymentsreal estate taxes and reimbursement payments have been determined. In the case of special assessments payable in installments specified in Exhibit W attached heretoinstallments, the installment for the fiscal year in which the Closing Date Adjustment Point occurs shall be apportioned by Equitable and Purchaser as at the Adjustment Point provided above and Purchaser shall be responsible for paying all subsequent installments thereof. If any Tenant in occupancy at the Closing Date or Adjoining Owner is obligated to pay any Impositions directly to the applicable taxing authority, such Impositions shall not be apportioned. Any refund obtained by either Seller or Purchaser of real estate taxes for which an apportionment is made pursuant to this subsection 6.2.1, net of the costs of obtaining such refund and the amount thereof payable to Tenants and Adjoining Owners, shall be apportioned as of the Adjustment Point. 6.2.2 Water and sewer charges, if any, payable by Seller on the basis of the period or periods for which the same are payable. If there are water meters at the Mall, Seller shall furnish readings to a date not more than thirty (30) days prior to the Closing Date, and the unfixed meter charges and the unfixed sewer charges, if any, based thereon for the intervening time shall be apportioned on the basis of such last readings. Any water and sewer charges payable by Tenants in occupancy on the Closing Date or Adjoining Owners directly to the equity or entities furnishing such services shall not be apportioned. 6.2.3 Utilities and fuel payable by Seller, including without limitation electricity and gas. Seller shall endeavor to have the meters for such utilities read the day on which the Adjustment Point occurs and will pay the bills rendered to it on the basis of such readings. If Seller does not obtain such a meter reading with respect to any such utility, the adjustment therefor shall be made on the basis of the most recently issued bills therefor which are based on meter readings not earlier than thirty (30) days prior to the Adjustment Point. Seller will receive a credit in the full amount of any cash security deposits held by any utility companies (with interest thereon, if any, in the amount accrued on such security deposits) and shall assign to Purchaser at the Closing all of Seller's right, title and interest in and to such security deposits. Purchaser will make its own arrangements for any security bonds required by any utility companies by Closing and Seller will be entitled to cancel any bonds previously furnished. If fuel oil, propane or other fuel is used at the Mall, Seller shall deliver to Purchaser at the Closing statements of the suppliers of such fuel dated within three days of the Adjustment Point setting forth the quantity of fuel on hand and the cost paid by Seller therefor, and Purchaser shall pay to Seller at the Closing the cost of such fuel (including taxes thereon, if any) as shown on such statements. Charges for any utilities payable by Tenants in occupancy on the Closing Date and Adjoining Owners directly to the utility companies furnishing the same shall not be apportioned. 6.2.4 Charges payable by Seller under the Other Agreements. 6.2.5 Contributions payable by Seller to merchants' and other associations, and to promotional activities at the Mall, including gift certificates. 6.2.6 Any other items of income or expense of the Mall, which, in accordance with generally accepted business practices, should be apportioned between Seller and Purchaser. All prorated items that are not subject to an exact determination shall be estimated by the parties with prorations adjusted to actual within 60 days after the Closing. The provisions of this Article VI shall be Surviving Covenants.

Additional Items. At Such other items that are customarily prorated in transactions of this nature shall be ratably prorated. For the purposes hereof, the "Transferred Interest's Share" shall be a fraction which is equal to the undivided interest in the Project described on Schedule I attached hereto being sold to, and purchased by, Purchaser pursuant to this Contract, and the " Remaining Interest's Share" shall be a fraction which is equal to the undivided interest in the Project described on Schedule I attached hereto which is not sold under this Contract. Seller and Purchaser acknowledge and agree that any reference herein to the owner of the Remaining Interest shall be a reference to Purchaser after the Closing. For purposes of calculating prorations under this Contract, the following additional items Purchaser shall be apportioned between the parties hereto as of the Adjustment Point, with Seller deemed to be obligated for or in title to the Transferred Interest and the Remaining Interest, and therefore entitled to the income in respect thereof and responsible for the expenses in respect thereof, for the entire day upon which the Closing occurs. Bills received after the Closing which relate to expenses incurred, services performed or other amounts apportioned allocable to the period prior to the Closing Date shall be paid by Seller, except to the extent this Contract otherwise provides. All credits to Purchaser from the closing adjustments and prorations described above or elsewhere in this Contract shall reduce the cash portion of the Purchase Price payable at the Closing and all credits to Seller from the closing adjustments and prorations described above or elsewhere in this Contract shall increase the cash portion of the Purchase Price payable at the Closing. Any accounts receivable for Charges accruing prior to the Closing Date (all accounts receivable for Charges accruing prior to the Closing Date being referred to herein as "Pre-Closing Accounts Receivable") , shall remain the sole property of Seller and Purchaser shall have no rights, title or interests therein. In no event shall any adjustment be made to the Purchase Price as a result of uncollectible Pre-Closing Accounts Receivable. All costs, expenses, bills and other obligations relating to the operation of the Project which are incurred or accrued through the Adjustment Point day immediately preceding the Closing Date shall be the obligation of Seller. Except as set forth in Paragraph 3 (a) hereof and Paragraph 6 (a) , 6(e) and 6(f) hereof, Purchaser to be obligated shall not assume any indebtedness, obligations, commitments or liabilities of Seller of any nature whatsoever, including, without limitation (a) any obligation for federal, state and local income taxes incurred by Seller or entitled to amounts apportioned arising out of transactions entered into or any state of facts existing at or prior to the period following Closing or arising out of or incident to the Adjustment Point: 6.2.1 Impositions payable sale of the Transferred Interest to Purchaser; (b) any obligation or liability relating to the Project imposed under any law relating to the environment, health or safety, and arising out of any act, event or condition occurring or existing prior to the Closing; (c) the obligations and liabilities of Seller imposed hereunder and under any other documents delivered by Seller at the Closing; and (d) any obligations and liabilities of Seller in respect of the Mall in the calendar year 1998 regardless any and all present and former employees of the valuation date Project, including, without limitation, liabilities and obligations for (x) all disability income; unemployment benefits; workers' compensation claims and benefits; (y) all benefits and liabilities under any employee benefit plans (within the meaning of Section 3(3) of the Employee Retirement Income Securities Act of 1974, as amended) , programs, or lien affixation date associated with such paymentsarrangements maintained by or contributed to by Seller; and (z) violations by Seller of the Immigration Reform and Control Act of 1986, including Form 1-9 requirements. In the case of special assessments payable in installments specified in Exhibit W attached hereto, the installment Purchaser agrees solely for the fiscal year in which benefit of Seller, but not for the Closing Date occurs benefit of any other person, that the Assumed Liabilities shall be apportioned as at the Adjustment Point paid and Purchaser shall be responsible for paying all subsequent installments thereof. If any Tenant in occupancy at the Closing Date or Adjoining Owner is obligated to pay any Impositions directly to the applicable taxing authority, such Impositions shall not be apportioned. Any refund obtained by either Seller or Purchaser of real estate taxes for which an apportionment is made pursuant to this subsection 6.2.1, net of the costs of obtaining such refund and the amount thereof payable to Tenants and Adjoining Owners, shall be apportioned as of the Adjustment Point. 6.2.2 Water and sewer charges, if any, payable by Seller on the basis of the period or periods for which the same are payable. If there are water meters at the Mall, Seller shall furnish readings to a date not more than thirty (30) days prior to the Closing Date, and the unfixed meter charges and the unfixed sewer charges, if any, based thereon for the intervening time shall be apportioned on the basis of such last readings. Any water and sewer charges payable by Tenants in occupancy on the Closing Date or Adjoining Owners directly to the equity or entities furnishing such services shall not be apportioned. 6.2.3 Utilities and fuel payable by Seller, including without limitation electricity and gas. Seller shall endeavor to have the meters for such utilities read the day on which the Adjustment Point occurs and will pay the bills rendered to it on the basis of such readings. If Seller does not obtain such a meter reading with respect to any such utility, the adjustment therefor shall be made on the basis of the most recently issued bills therefor which are based on meter readings not earlier than thirty (30) days prior to the Adjustment Point. Seller will receive a credit in the full amount of any cash security deposits held by any utility companies (with interest thereon, if any, in the amount accrued on such security deposits) and shall assign to Purchaser at the Closing all of Seller's right, title and interest in and to such security deposits. Purchaser will make its own arrangements for any security bonds required by any utility companies by Closing and Seller will be entitled to cancel any bonds previously furnished. If fuel oil, propane or other fuel is used at the Mall, Seller shall deliver to Purchaser at the Closing statements of the suppliers of such fuel dated within three days of the Adjustment Point setting forth the quantity of fuel on hand and the cost paid by Seller therefor, and Purchaser shall pay to Seller at the Closing the cost of such fuel (including taxes thereon, if any) as shown on such statements. Charges for any utilities payable by Tenants in occupancy on the Closing Date and Adjoining Owners directly to the utility companies furnishing the same shall not be apportioned. 6.2.4 Charges payable by Seller under the Other Agreements. 6.2.5 Contributions payable by Seller to merchants' and other associations, and to promotional activities at the Mall, including gift certificates. 6.2.6 Any other items of income or expense of the Mall, which, discharged in accordance with generally accepted business practicesthe terms thereof, should be apportioned between provided that Purchaser may in good faith contest any Assumed Liability. Seller and Purchaser. All prorated items agrees, solely for the benefit of Purchaser but not for the benefit of any other person, that are not subject to an exact determination shall be estimated by the parties with prorations adjusted to actual within 60 days after the Closing. The provisions of this Article VI shall be Surviving Covenants.any liabilities or

Additional Items. At the Closing, the following additional items shall be apportioned between the parties hereto Transferors and Transferees as of the Adjustment Point, with Seller Transferors to be obligated for or entitled to amounts apportioned to the period through the Adjustment Point and Purchaser Transferees to be obligated for or entitled to amounts apportioned to the period following the Adjustment Point: 6.2.1 (a) Impositions payable by Seller in respect of the Mall in Mall. Such Impositions shall be apportioned on the calendar year 1998 regardless basis of the valuation date or lien affixation date associated with such payments. In the case of special assessments payable in installments specified in Exhibit W attached hereto, the installment for the fiscal year in for which the same are imposed, whether or not yet due and payable as of the Closing Date. If an Imposition is not due and payable until after the Closing Date occurs shall and the assessed valuation or the tax rate or any other factor upon which the amount of the Imposition will be apportioned as based has not been fixed at the Adjustment Point Closing Date, then the parties shall at the Closing apportion such Imposition based on the most recently available assessed valuation and Purchaser tax rate, and shall be responsible for paying all subsequent installments thereofmake a final adjustment of such item within 30 days following the date on which the actual assessed valuation and tax rate becomes known. If any Tenant in occupancy at the Closing Date or Adjoining Owner is obligated to pay any Impositions directly to the applicable taxing authority, such Impositions shall not be apportioned. Any refund obtained by either Seller or Purchaser after the Closing of real estate taxes for which an apportionment is made pursuant to this subsection 6.2.1Section 6.03(a), net of the costs of obtaining such refund and the amount thereof payable to Tenants and Adjoining Owners, shall be apportioned as of the Adjustment Point. Transferees shall have the right to control and/or settle all tax protest proceedings. Notwithstanding the foregoing, no settlement with respect to the tax fiscal year in which the Adjustment Point occurs shall be made without the prior written approval of Transferor, such approval not to be unreasonably withheld or delayed. Any refunds of Impositions resulting from any such tax protest proceedings shall be paid to Transferees. Transferees shall pay any portion of any such refund due to Tenants and/or Adjoining Owners to such Tenants or Adjoining Owners and shall apportion any balance of any such refund between Transferors and Transferees in the same manner as Impositions and pay any portion thereof relating to the period prior to the Adjustment Date to Transferor, in each case promptly after such refund is received. The apportionments for Impositions shall be calculated based on the maximum available discount for early payment. 6.2.2 (b) Water and sewer charges, if any, payable by Seller the Joint Venture on the basis of the period or periods for which the same are payable. If there are water meters at the MallProperty, Seller Transferors shall furnish readings to a date not more than thirty (30) 30 days prior to the 38 Closing Date, and the unfixed meter charges and the unfixed sewer charges, if any, based thereon for the intervening time shall be apportioned on the basis of such last readings. Any water and sewer charges payable by Tenants in occupancy on the Closing Date or Adjoining Owners directly to the equity entity or entities furnishing such services shall not be apportioned. 6.2.3 (c) Utilities and fuel payable by Sellerthe Joint Venture, including without limitation electricity and gas. Seller Transferors shall endeavor to have the meters for such utilities read the day on which the Adjustment Point occurs and will pay the bills rendered to it on the basis of such readings. If Seller does Transferors do not obtain such a meter reading with respect to any such utility, the adjustment therefor shall be made on the basis of the most recently issued bills therefor which are based on meter readings not earlier than thirty (30) 30 days prior to the Adjustment Point. Seller will Transferors shall receive a credit in the full amount of any cash security deposits held by any utility companies (with interest thereon, if any, in the amount accrued on such security deposits) and shall assign to Purchaser at the Closing all of Seller's right, title and interest in and to such security deposits). Purchaser Transferees will make its their own arrangements for any security bonds required by any utility companies by the Closing Date, and Seller Transferors will be entitled to cancel any bonds previously furnished. If fuel oil, propane or other fuel is used at the Mall, Seller Transferors shall deliver to Purchaser Transferees at the Closing statements of the suppliers of such fuel dated within three days of the Adjustment Point setting forth the quantity of fuel on hand and the cost paid by Seller the Joint Venture therefor, and Purchaser Transferees shall pay to Seller Transferors (pro rata in accordance with their respective Percentage Interests) at the Closing the cost of such fuel (including taxes thereon, if any) as shown on such statements. Charges for any utilities payable by Tenants in occupancy on the Closing Date and Adjoining Owners directly to the utility companies furnishing the same shall not be apportioned. 6.2.4 (d) Charges payable by Seller the Joint Venture and the cost of performing the Joint Venture's obligations under the Operating Agreements and the Other Agreements. 6.2.5 (e) Ancillary income receivable by the Joint Venture in connection with the licensing of the name of the Mall to third parties, the furnishing of utilities from the Mall to third parties, the leasing of kiosks, antennae, baby strollers and other items and the like. (f) Contributions payable by Seller the Joint Venture to merchants' and other associations, associations and to promotional activities at the Mall, including gift certificates. 6.2.6 (g) Items of deduction for Federal income tax purposes with respect to contingent interest on debt that economically accrued before the Closing shall be allocated to the Transferors. For the avoidance of doubt, all contingent interest deductions that arise upon the prepayment of the Existing Nashland Debt shall be allocated to the Transferors. (h) Any other items of income or expense of the Mall, Mall which, in accordance with generally accepted business practices, should be apportioned between Seller Transferors and Purchaser. All prorated items that are not subject to an exact determination shall be estimated by Transferees as of the parties with prorations adjusted to actual within 60 days after the Closing. The provisions of this Article VI shall be Surviving CovenantsAdjustment Point.

Additional Items. At The Company shall use commercially reasonable efforts to complete, or caused to be completed, during the Interim Period each of the items described on Schedule 4.10 (each a “Clean-Up Item” and collectively the “Clean-Up Items”) and shall provide the Buyer with evidence thereof reasonably satisfactory to the Buyer. To the extent any Clean-Up Item has not been completed to the reasonable satisfaction of the Buyer prior to the Effective Time (as notified in writing (email being sufficient) by Buyer to the Company prior to Closing, the “Incomplete Clean-Up Items”), notwithstanding any other provision of this Agreement to the contrary, following the Closing, the following additional items Buyer shall be apportioned between deemed authorized to take any reasonable actions (including making any amendments to any filings or Tax Returns) reasonably necessary in connection with completing the parties hereto as Incomplete Clean-Up Items and, following the Closing, the Equityholders and the Equityholder Representative, at the sole expense of the Adjustment PointEquityholders, shall reasonably cooperate with Seller to be obligated for or entitled to amounts apportioned the Company and the Buyer in connection therewith. Any reasonable and documented costs and expenses (including reasonable legal fees) incurred by the Buyer in connection with the Buyer’s completion of any Incomplete Clean-Up Item(s) following the Effective Time (other than item 1 on Schedule 4.10, to the period through extent such item is an Incomplete Clean-Up Item) (collectively, “Clean-Up Losses”) shall be the Adjustment Point responsibility of the Equityholders, and Purchaser to be obligated for the Equityholder Representative shall pay or entitled to amounts apportioned reimburse the Buyer, on behalf of the Equityholders, such Clean-Up Losses from the Equityholder Expense Fund up to the period following aggregate amount of $50,000. Any Clean-Up Losses not paid from the Adjustment Point: 6.2.1 Impositions payable by Seller in respect of the Mall Equityholder Expense Fund shall be included in the calendar year 1998 regardless definition of the valuation date or lien affixation date associated with such payments. In the case of special assessments payable in installments specified in Exhibit W attached hereto, the installment for the fiscal year in which the Closing Date occurs “Shortfall Amount” and shall be apportioned as at disbursed from the Adjustment Point Escrow Funds in accordance with Section 1.9(b)(i); provided Clean-Up Losses shall not exceed, and Purchaser the Equityholders and the Equityholder Representative shall not be responsible for paying all subsequent installments thereof. If or reimbursing any Tenant in occupancy at the Closing Date costs or Adjoining Owner is obligated expenses relating to pay any Impositions directly to the applicable taxing authority, such Impositions (and shall not be apportioned. Any refund obtained by either Seller or Purchaser of real estate taxes for which an apportionment is made pursuant to this subsection 6.2.1, net of the costs of obtaining such refund and the amount thereof payable to Tenants and Adjoining Owners, shall be apportioned as of the Adjustment Point. 6.2.2 Water and sewer charges, if any, payable by Seller on the basis of the period or periods for which the same are payable. If there are water meters at the Mall, Seller shall furnish readings to a date not more than thirty (30) days prior to the Closing Date, and the unfixed meter charges and the unfixed sewer charges, if any, based thereon for the intervening time shall be apportioned on the basis of such last readings. Any water and sewer charges payable by Tenants in occupancy on the Closing Date or Adjoining Owners directly to the equity or entities furnishing such services shall not be apportioned. 6.2.3 Utilities and fuel payable by Seller, including without limitation electricity and gas. Seller shall endeavor to have the meters for such utilities read the day on which the Adjustment Point occurs and will pay the bills rendered to it on the basis of such readings. If Seller does not obtain such a meter reading with respect to any such utility, the adjustment therefor shall be made on the basis of the most recently issued bills therefor which are based on meter readings not earlier than thirty (30) days prior to the Adjustment Point. Seller will receive a credit included in the full amount definition of any cash security deposits held by any utility companies (with interest thereon“Shortfall Amount”) Incomplete Clean-Up Items in excess of, if any, $50,000 plus the Escrow Amount in the amount accrued on such security deposits) and shall assign to Purchaser at aggregate (the Closing all of Seller's right, title and interest in and to such security deposits. Purchaser will make its own arrangements for any security bonds required by any utility companies by Closing and Seller will be entitled to cancel any bonds previously furnished. If fuel oil, propane or other fuel is used at the Mall, Seller shall deliver to Purchaser at the Closing statements of the suppliers of such fuel dated within three days of the Adjustment Point setting forth the quantity of fuel on hand and the cost paid by Seller therefor, and Purchaser shall pay to Seller at the Closing the cost of such fuel (including taxes thereon, if any) as shown on such statements. Charges for any utilities payable by Tenants in occupancy on the Closing Date and Adjoining Owners directly to the utility companies furnishing the same shall not be apportioned. 6.2.4 Charges payable by Seller under the Other Agreements. 6.2.5 Contributions payable by Seller to merchants' and other associations, and to promotional activities at the Mall, including gift certificates. 6.2.6 Any other items of income or expense of the Mall, which, in accordance with generally accepted business practices, should be apportioned between Seller and Purchaser. All prorated items that are not subject to an exact determination shall be estimated by the parties with prorations adjusted to actual within 60 days after the Closing. The provisions of this Article VI shall be Surviving Covenants.“