Common use of Additional Items Clause in Contracts

Additional Items. At the Closing, the following additional items shall be apportioned between the Sellers and Purchaser as of the Adjustment Point, with 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: 6.4.1 Impositions payable by Owner in respect of the Property shall be adjusted on the 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 any other factor applicable to such Imposition becomes known and, if necessary, upon receipt of actual bills. In the case of special assessments payable in installments, the installment for the fiscal year in which the Adjustment Point occurs shall be apportioned by the 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 is obligated to pay any Impositions directly to the applicable taxing authority, such Impositions shall not be apportioned. 6.4.2 Water and sewer charges, if any, payable by Owner on the basis of the period or periods for which the same are payable. If there are water meters at the Property, 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 directly to the entity or entities furnishing such services shall not be apportioned. 6.4.3 Utilities and fuel payable by Owner, including without limitation electricity and gas. 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 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. The Sellers will receive a credit in an amount 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 at and after the Closing Owner shall retain all right, title and interest in and to such security deposits. Purchaser will make its own arrangements for any surety bonds required by any utility companies within ten (10) Business Days following the Closing Date, and any bonds previously furnished may, at the Purchaser's option, be cancelled on or after the Closing. If fuel oil, propane or other fuel is used at the Property, 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 Owner therefor, and Purchaser shall pay to 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 directly to the utility companies furnishing the same shall not be apportioned. 6.4.4 Charges payable by Owner under the Other Agreements. 6.4.5 Contributions payable by Owner to merchants' and other associations, and to promotional and marketing funds and activities at the Property, it 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. 6.4.6 If on the Closing Date, there are pending any tax certiorari proceedings and/or protests of real estate tax assessments relating to the Property in respect of the real estate taxes payable for the then-current tax fiscal year, then (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 the schedule submitted to it by the Sellers and Purchaser shall indemnify and hold the Sellers 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 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 Purchaser and the Sellers in the manner that real estate taxes for such year were apportioned pursuant to subsection 6.4.1, and the portion of such amount properly allocable to the period prior to the Adjustment Point shall be 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 Sellers to Purchaser or Owner, as the case may be.

Additional Items. At the Closing, the following additional items shall be apportioned between the Sellers and Purchaser parties hereto as of the Adjustment Point, with the Sellers 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: 6.4.1 6.2.1 Impositions payable by Owner Seller in respect of the Property shall be adjusted on Mall in the basis calendar year 1998 regardless of the fiscal year for which the same are imposed, whether valuation date 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 lien affixation date associated with 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 any other factor applicable to such Imposition becomes known and, if necessary, upon receipt of actual billspayments. In the case of special assessments payable in installmentsinstallments specified in Exhibit W attached hereto, the installment for the fiscal year in which the Adjustment Point Closing Date occurs shall be apportioned by as at the Sellers Adjustment Point 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. 6.4.2 6.2.2 Water and sewer charges, if any, payable by Owner Seller on the basis of the period or periods for which the same are payable. If there are water meters at the PropertyMall, the Sellers 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 entity equity or entities furnishing such services shall not be apportioned. 6.4.3 6.2.3 Utilities and fuel payable by OwnerSeller, including without limitation electricity and gas. The Sellers 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 the Sellers do 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. The Sellers Seller will receive a credit in an the full amount equal to of 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 surety security bonds required by any utility companies within ten (10) Business Days following the by Closing Date, and Seller will be entitled to cancel any bonds previously furnished may, at the Purchaser's option, be cancelled on or after the Closingfurnished. If fuel oil, propane or other fuel is used at the PropertyMall, the Sellers 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 Owner Seller therefor, and Purchaser shall pay to the Sellers 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. 6.4.4 6.2.4 Charges payable by Owner Seller under the Other Agreements. 6.4.5 6.2.5 Contributions payable by Owner Seller to merchants' and other associations, and to promotional and marketing funds and activities at the PropertyMall, it being understood 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 the Sellers are not subject to an exact determination 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. 6.4.6 If on the Closing Date, there are pending any tax certiorari proceedings and/or protests of real estate tax assessments relating to the Property in respect of the real estate taxes payable for the then-current tax fiscal year, then (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 estimated by the Sellers in connection therewith, at the Sellers' expense), and Purchaser shall have the right parties with prorations adjusted 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) actual within 60 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 the schedule submitted to it by the Sellers and Purchaser shall indemnify and hold the Sellers 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 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 provisions 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, this Article VI shall be apportioned between Purchaser and the Sellers in the manner that real estate taxes for such year were apportioned pursuant to subsection 6.4.1, and the portion of such amount properly allocable to the period prior to the Adjustment Point shall be 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 Sellers to Purchaser or Owner, as the case may beSurviving Covenants.

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 Sellers Incomplete Clean-Up Items and, following the Closing, the Equityholders and Purchaser as the Equityholder Representative, at the sole expense of the Adjustment PointEquityholders, shall reasonably cooperate with the Sellers to be obligated for or entitled to amounts apportioned 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: 6.4.1 Impositions payable by Owner in respect of the Property Equityholder Expense Fund shall be adjusted on included in the basis definition of “Shortfall Amount” and shall be disbursed from the fiscal year for which the same are imposedEscrow Funds in accordance with Section 1.9(b)(i); provided Clean-Up Losses shall not exceed, 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 Equityholders and the tax rate or any other factor upon which the amount of the Imposition will be based has Equityholder Representative shall 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 any other factor applicable to such Imposition becomes known and, if necessary, upon receipt of actual bills. In the case of special assessments payable in installments, the installment for the fiscal year in which the Adjustment Point occurs shall be apportioned by the Sellers and Purchaser as provided above and Purchaser or Owner shall be responsible for paying all subsequent installments thereof. If or reimbursing any Tenant in occupancy at the Closing Date is obligated costs or expenses relating to pay any Impositions directly to the applicable taxing authority, such Impositions (and shall not be apportioned. 6.4.2 Water and sewer charges, if any, payable by Owner on the basis of the period or periods for which the same are payable. If there are water meters at the Property, 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 directly to the entity or entities furnishing such services shall not be apportioned. 6.4.3 Utilities and fuel payable by Owner, including without limitation electricity and gas. 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 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. The Sellers will receive a credit in an amount equal to any cash security deposits held by any utility companies (with interest thereon, if any, included in the amount equal to definition of “Shortfall Amount”) Incomplete Clean-Up Items in excess of, $50,000 plus the amount accrued on such security deposits), and at and after the Closing Owner shall retain all right, title and interest in and to such security deposits. Purchaser will make its own arrangements for any surety bonds required by any utility companies within ten (10) Business Days following the Closing Date, and any bonds previously furnished may, at the Purchaser's option, be cancelled on or after the Closing. If fuel oil, propane or other fuel is used at the Property, 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 Owner therefor, and Purchaser shall pay to 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 directly to the utility companies furnishing the same shall not be apportioned. 6.4.4 Charges payable by Owner under the Other Agreements. 6.4.5 Contributions payable by Owner to merchants' and other associations, and to promotional and marketing funds and activities at the Property, it 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 Escrow Amount in the amount equal to marketing or promotional expenditures not paid for prior to aggregate (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. 6.4.6 If on the Closing Date, there are pending any tax certiorari proceedings and/or protests of real estate tax assessments relating to the Property in respect of the real estate taxes payable for the then-current tax fiscal year, then (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 the schedule submitted to it by the Sellers and Purchaser shall indemnify and hold the Sellers 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 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 Purchaser and the Sellers in the manner that real estate taxes for such year were apportioned pursuant to subsection 6.4.1, and the portion of such amount properly allocable to the period prior to the Adjustment Point shall be 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 Sellers to Purchaser or Owner, as the case may be.“

Additional Items. At the Closing, the following additional items shall be apportioned between the Sellers and Purchaser parties hereto as of the Adjustment PointPoint and credits provided to Purchaser or Seller, as the case may be, unless otherwise expressly provided, with the Sellers applicable 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: 6.4.1 6.2.1 Impositions payable by Owner in respect of the Property shall be adjusted on the basis of the fiscal calendar year for 1999 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 regardless of the Imposition will be based has not been fixed at the Closing Date, then the parties shall at the Closing apportion valuation date or lien affixation date associated with 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 any other factor applicable to such Imposition becomes known and, if necessary, upon receipt of actual billspayments. In the case of special assessments payable in installmentsinstallments specified in Exhibit R attached hereto, the installment for the fiscal year in which the Adjustment Point Closing Date occurs shall be apportioned by as of the Sellers Adjustment Point 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 is obligated to pay any Impositions directly to the applicable taxing authority, such Impositions shall not be apportioned. Any refund obtained by any 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, shall be apportioned as of the Adjustment Point. If Closing occurs on a date on which the tax rates, valuations or assessments for the calendar year of Closing are not yet fixed, Impositions will be prorated on the latest tax statements. Such Imposition prorations shall be adjusted following final determination of the same after Closing pursuant to the procedures set forth in Section 6.1.8. 6.4.2 6.2.2 Water and sewer charges, if any, payable by Owner Sellers on the basis of the period or periods for which the same are payable. If there are water meters at the PropertyProject, the Sellers shall furnish readings to a date not more than thirty five (305) days Business Days prior to the Closing Date, and the unfixed meter . Such 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 directly to the entity or entities furnishing such services shall not be apportioned. 6.4.3 Utilities and fuel payable by Owner, including without limitation electricity and gas. 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 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. The Sellers will receive a credit in an amount 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 at and after the Closing Owner shall retain all right, title and interest in and to such security deposits. Purchaser will make its own arrangements for any surety bonds required by any utility companies within ten (10) Business Days adjusted following the Closing Date, and any bonds previously furnished may, at the Purchaser's option, be cancelled on or after the Closing. If fuel oil, propane or other fuel is used at the Property, the Sellers shall deliver to Purchaser at the Closing statements of the suppliers of such fuel dated within three days determination as of the Adjustment Point setting forth the quantity of fuel on hand and the cost paid by Owner therefor, and Purchaser shall pay pursuant to 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 procedures set forth in occupancy on the Closing Date directly to the utility companies furnishing the same shall not be apportionedSection 6.1. 6.4.4 Charges payable by Owner under the Other Agreements. 6.4.5 Contributions payable by Owner to merchants' and other associations, and to promotional and marketing funds and activities at the Property, it 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. 6.4.6 If on the Closing Date, there are pending any tax certiorari proceedings and/or protests of real estate tax assessments relating to the Property in respect of the real estate taxes payable for the then-current tax fiscal year, then (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 the schedule submitted to it by the Sellers and Purchaser shall indemnify and hold the Sellers 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 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 Purchaser and the Sellers in the manner that real estate taxes for such year were apportioned pursuant to subsection 6.4.1, and the portion of such amount properly allocable to the period prior to the Adjustment Point shall be 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 Sellers to Purchaser or Owner, as the case may be.

Additional Items. At the Closing, the following additional items shall be apportioned between the Sellers and Purchaser parties hereto as of the Adjustment Point, with the Sellers Transferor to be obligated for or entitled to amounts apportioned to the period through the Adjustment Point and Purchaser Transferee to be obligated for or entitled to amounts apportioned to the period following the Adjustment Point: 6.4.1 (a) Impositions payable by Owner in respect of the Property Centers. Such Impositions shall be adjusted apportioned on the 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) 30 days following the date on which the actual assessed valuation and tax rate or any other factor applicable to such Imposition becomes known and, if necessary, upon receipt of actual billsknown. In the case of special assessments payable in installmentsinstallments specified in Exhibit CC hereto, the installment for the fiscal year in which the Adjustment Point Closing Date occurs shall be apportioned by as at the Sellers Adjustment Point and Purchaser as provided above and Purchaser or Owner Transferee 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 Transferor or Transferee of real estate taxes for which an apportionment is made pursuant to this Section 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. Transferee 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 Transferor, such approval not to be unreasonably withheld or delayed. Any refunds of Impositions resulting from any such tax protest proceeding shall be paid to Transferee. Transferee 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 (net of the costs of obtaining such refund) between Transferor and Transferee in the same manner as the Impositions to which such refund relates and pay any remaining portion thereof relating to the period prior to the Adjustment Date to Transferor, in each (44) 6.4.2 (b) Water and sewer charges, if any, payable by Owner Transferor on the basis of the period or periods for which the same are payable. If there are water meters at any of the PropertyCenters, the Sellers Transferor shall furnish readings to a date not more than thirty (30) 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 entity or entities furnishing such services shall not be apportioned. 6.4.3 (c) Utilities and fuel payable by OwnerTransferor, including without limitation electricity and gas. The Sellers Transferor 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 the Sellers do Transferor 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) 30 days prior to the Adjustment Point. The Sellers will receive a credit Transferor shall assign to Transferee at Closing all of Transferor's right, title and interest in an amount equal and to any cash security deposits (to the extent such deposits are assignable) held by any utility companies (with interest thereon, if any, in the amount equal to the amount accrued on such security deposits), and at and after shall receive a credit in the full amount of such deposits. To the extent such deposits are not assignable, Transferee will make its own arrangements by the Closing Owner shall retain all right, title Date to replace any such deposits and interest in and Transferor will be entitled to withdraw such security depositsdeposits as of the Closing Date. Purchaser Transferee will make its own arrangements for any surety security bonds required by any utility companies within ten (10) Business Days following by the Closing DateDate and will not receive a credit therefor, and Transferor will be entitled to cancel any bonds previously furnished may, at the Purchaser's option, be cancelled on or after the Closingfurnished. If fuel oil, propane or other fuel is used at any of the PropertyCenters, the Sellers Transferor shall deliver to Purchaser Transferee 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 (45) (d) Charges payable by Transferor and the cost paid by Owner therefor, of performing Transferor's obligations under the Operating Agreements and Purchaser shall pay to 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 directly to the utility companies furnishing the same shall not be apportioned. 6.4.4 Charges payable by Owner under the Other Agreements. 6.4.5 (e) Ancillary income receivable by Transferor in connection with the licensing of the name of any of the Centers to third parties, the furnishing of utilities from any of such Centers to third parties, the leasing of kiosks, antennae, baby strollers and other items and the like. (f) Contributions payable by Owner Transferor to merchants' and other associations, and to promotional and marketing funds and activities at the Property, it 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 Centers. (g) Any other items covered by such expenditures will appear of income 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. 6.4.6 If on the Closing Date, there are pending any tax certiorari proceedings and/or protests of real estate tax assessments relating to the Property in respect expense of the real estate taxes payable for the then-current tax fiscal yearCenters, then (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 periodof them, the Sellers shall submit to Purchaser a schedule showing the amount of such refundwhich, 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 the schedule submitted to it by the Sellers generally accepted business practices, should be apportioned between Transferor and Purchaser shall indemnify and hold the Sellers 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 the Sellers by reason Transferee as 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 Purchaser and the Sellers in the manner that real estate taxes for such year were apportioned pursuant to subsection 6.4.1, and the portion of such amount properly allocable to the period prior to the Adjustment Point shall be 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 Sellers to Purchaser or Owner, as the case may be.

Additional Items. At the Closing, the following additional items shall be apportioned between the Sellers Transferors and Purchaser Transferees as of the Adjustment Point, with the Sellers 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: 6.4.1 (a) Impositions payable by Owner in respect of the Property Mall. Such Impositions shall be adjusted apportioned on the 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) 30 days following the date on which the actual assessed valuation and tax rate or any other factor applicable to such Imposition becomes known and, if necessary, upon receipt of actual bills. In the case of special assessments payable in installments, the installment for the fiscal year in which the Adjustment Point occurs shall be apportioned by the Sellers and Purchaser as provided above and Purchaser or Owner shall be responsible for paying all subsequent installments thereofknown. 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 after the Closing of real estate taxes for which an apportionment is made pursuant to this Section 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. 6.4.2 (b) Water and sewer charges, if any, payable by Owner the Joint Venture on the basis of the period or periods for which the same are payable. If there are water meters at the Property, the Sellers 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 entity or entities furnishing such services shall not be apportioned. 6.4.3 (c) Utilities and fuel payable by Ownerthe Joint Venture, including without limitation electricity and gas. The Sellers 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 the Sellers 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. The Sellers will Transferors shall receive a credit in an the full amount equal to of 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 at and after the Closing Owner shall retain all right, title and interest in and to such security deposits. Purchaser Transferees will make its their own arrangements for any surety security bonds required by any utility companies within ten (10) Business Days following by the Closing Date, and Transferors will be entitled to cancel any bonds previously furnished may, at the Purchaser's option, be cancelled on or after the Closingfurnished. If fuel oil, propane or other fuel is used at the PropertyMall, the Sellers 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 Owner the Joint Venture therefor, and Purchaser Transferees shall pay to the Sellers 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. 6.4.4 (d) Charges payable by Owner the Joint Venture and the cost of performing the Joint Venture's obligations under the Operating Agreements and the Other Agreements. 6.4.5 (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 Owner the Joint Venture to merchants' and other associations, associations and to promotional and marketing funds and activities at the Property, it 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 DateMall. 6.4.6 If on the Closing Date, there are pending any (g) Items of deduction for Federal income tax certiorari proceedings and/or protests of real estate tax assessments relating to the Property in respect of the real estate taxes payable for the then-current tax fiscal year, then (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 purposes 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 contingent interest on or after debt that economically accrued before the Closing Date without shall be allocated to the participation or approval Transferors. For the avoidance of doubt, all contingent interest deductions that arise upon the prepayment of the Sellers, provided that no such settlement by Existing Nashland Debt shall be allocated to the Transferors. (h) Any other items of income or at the direction expense of the Sellers or Purchaser pursuant to this sentence shallMall which, 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 the schedule submitted to it by the Sellers generally accepted business practices, should be apportioned between Transferors and Purchaser shall indemnify and hold the Sellers 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 the Sellers by reason Transferees as 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 Purchaser and the Sellers in the manner that real estate taxes for such year were apportioned pursuant to subsection 6.4.1, and the portion of such amount properly allocable to the period prior to the Adjustment Point shall be 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 Sellers to Purchaser or Owner, as the case may be.

Additional Items. At the Closing, the following additional items shall be apportioned between the Sellers Equitable and Purchaser as of the Adjustment Point, with the Sellers to be obligated Point 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 Pointeach Mall: 6.4.1 Impositions payable by Owner Equitable in respect of the Property each Mall shall be adjusted on the 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) 30 days following the date on which the actual assessed valuation and tax rate or any other factor applicable to such Imposition becomes known andknown. Notwithstanding the foregoing, if necessaryin the case of real estate taxes which are payable in arrears, upon receipt at the Closing, Purchaser shall pay to Equitable one-half of the estimated aggregate amount of such real estate taxes which will be payable after the Closing Date, which are properly allocable to any period prior to the Adjustment Point and which are otherwise credited to Purchaser at Closing, such payment being the estimated aggregate amount of payments to be (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 billsamounts of the real estate taxes and reimbursement payments have been determined. In the case of special assessments payable in installments, the installment for the fiscal year in which the Adjustment Point occurs shall be apportioned by the Sellers Equitable 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. 6.4.2 Water and sewer charges, if any, payable by Owner Equitable on the basis of the period or periods for which the same are payable. If there are water meters at the Propertyany Mall, the Sellers 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 entity or entities furnishing such services shall not be apportioned. 6.4.3 Utilities and fuel payable by OwnerEquitable, including without limitation electricity and gas. The Sellers 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 the Sellers do 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. The Sellers Equitable will receive a credit in an amount 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 Equitable's right, title and interest in and to such security deposits. Purchaser will make its own arrangements for any surety bonds required by any utility companies within ten (10) 10 Business Days following the Closing Date, and Equitable will thereafter cancel any bonds previously furnished may, at the Purchaser's option, be cancelled on or after the Closingfurnished. If fuel oil, propane or other fuel is used at the Propertyany Mall, the Sellers 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 Owner Equitable therefor, and Purchaser shall pay to the Sellers 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. 6.4.4 Charges payable by Owner Equitable under the Other Agreements. 6.4.5 Contributions payable by Owner Equitable to merchants' and other associations, and to promotional and marketing funds and activities at the PropertyMalls, it being understood that the Sellers Equitable shall be reimbursed at the required to fund any share of pre-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 Datepromotion costs. 6.4.6 If on the Closing Date, there are pending any tax certiorari proceedings and/or protests of real estate tax assessments relating to the Property of any Mall in respect of the real estate taxes payable for the then-current tax fiscal year, then then (i) the Sellers Equitable shall have the right to direct continue 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) Purchaser shall have the right to retain control of 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 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 Equitable shall have the right to take over the prosecution of continue to prosecute 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)Purchaser, and Purchaser shall have the right to direct the prosecution and settlement by Owner of prosecute any such proceedings or protests for any tax fiscal year which commences on or after the Closing Date subsequent periods 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 refundEquitable. Within thirty (30) 30 days after receipt by the Sellers Equitable of a refund for the fiscal year in which the Closing occurs or any prior period, the Sellers 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 the Property (or to such Mall and each Adjoining Owner, to the extent the same had been paid by Owner), and shall remit to Owner Purchaser 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, Closing Purchaser shall cause Ownershall, upon request, to advise the Sellers Equitable 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 Equitable to the Tenants in possession and Adjoining Owners pursuant to and in accordance with the schedule submitted to it by the Sellers Equitable and Purchaser shall indemnify and hold the Sellers 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 the Sellers Equitable by reason of the Purchaser's failure by Owner to make any such payment to a Tenant in possessionpossession or an Adjoining Owner. The Sellers Equitable 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 applicable Mall that it is entitled to a portion of any such refund, but only with respect to the period prior to the Adjustment Point refund and (ii) any claim by a Tenant in possession or Adjoining Owner at the Property applicable Mall that it is entitled to more than the amount paid to it by Purchaser by 6.4.7 Any accrued but unpaid interest and Trustee's and Rating Agency fees in accordance connection with the schedule furnished by the Sellers to PurchaserExisting Financing, but only excluding fees payable in connection with respect the obtaining of the Rating Agency Approval. 6.4.8 Any amounts deposited with the Trustee pursuant to the period prior to the Adjustment Point. The amount of any refund obtained by the Sellers or Purchaser (or Owner) in respect terms of the fiscal year in which Existing Financing. 6.4.9 Rent under the Closing occurs as a result of any such proceeding Ground Leases, including, without limitation, percentage or protestoverage rent, 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 Purchaser and the Sellers in the manner that real estate taxes for such year were apportioned pursuant taxes, insurance premiums and any other amounts paid or to subsection 6.4.1, and the portion of such amount properly allocable to the period prior to the Adjustment Point shall be 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 Sellers to Purchaser ground lessee thereunder. 6.4.10 Any other items of income or Ownerexpense of the Malls which, as the case may be.in accordance with generally accepted business practices, should be apportioned between Equitable and Purchaser. 6.5

Additional Items. At the Closing, the following additional items shall be apportioned between the Sellers and Purchaser as of the Adjustment Point, with 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: 6.4.1 Impositions payable by Owner in respect of the Property shall be adjusted on the 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 any other factor applicable to such Imposition becomes known and, if necessary, upon receipt of actual bills. In the case of special assessments payable in installments, the installment for the fiscal year in which the Adjustment Point occurs shall be apportioned by the 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 is obligated to pay any Impositions directly to the applicable taxing authority, such Impositions shall not be apportioned. 6.4.2 Water and sewer charges, if any, payable by Owner on the basis of the period or periods for which the same are payable. If there are water meters at the Property, 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 directly to the entity or entities furnishing such services shall not be apportioned. 6.4.3 Utilities and fuel payable by Owner, including without limitation electricity and gas. 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 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. The Sellers will receive a credit in an amount 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 at and after the Closing Owner shall retain all right, title and interest in and to such security deposits. Purchaser will make its own arrangements for any surety bonds required by any utility companies within ten (10) Business Days following the Closing Date, and any bonds previously furnished may, at the Purchaser's option, be cancelled on or after the Closing. If fuel oil, propane or other fuel is used at the Property, 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 Owner therefor, and Purchaser shall pay to 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 directly to the utility companies furnishing the same shall not be apportioned. 6.4.4 Charges payable by Owner under the Other Agreements. 6.4.5 Contributions payable by Owner to merchants' and other associations, and to promotional and marketing funds and activities at the Property, it 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. 6.4.6 If on the Closing Date, there are pending any tax certiorari proceedings and/or protests of real estate tax assessments relating to the Property in respect of the real estate taxes payable for the then-current tax fiscal year, then (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 the schedule submitted to it by the Sellers and Purchaser shall indemnify and hold the Sellers 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 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 Purchaser and the Sellers in the manner that real estate taxes for such year were apportioned pursuant to subsection 6.4.1, and the portion of such amount properly allocable to the period prior to the Adjustment Point shall be 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 Sellers to Purchaser or Owner, as the case may be.

Additional Items. At the Closing or within thirty (30) days following the Closing, as appropriate, the following additional items shall be apportioned between the Sellers and Purchaser parties hereto as of the Adjustment Point, with the Sellers 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: 6.4.1 6.3.1 Impositions which are payable by Owner Seller in respect of the Property shall be adjusted Mall on the 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 such assessment shall be paid by Seller up to 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 any other factor applicable to such Imposition becomes known and, if necessary, upon receipt of actual billsPurchaser thereafter. In the case of special assessments payable in installments, the installment for the fiscal year in which the Adjustment Point Closing Date occurs shall be apportioned by as of the Sellers Adjustment Point 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. 6.4.2 6.3.2 Water and sewer charges, if any, payable by Owner on the basis of the period or periods for which the same are payable. If there are water meters at the Property, 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 entity or entities furnishing such services shall not be apportioned. 6.4.3 Utilities and fuel 6.3.3 Other utilities payable by OwnerSeller, including without limitation electricity and gas. 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 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. The Sellers will receive a credit in an amount 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 at and after the Closing Owner shall retain all right, title and interest in and to such security deposits. Purchaser will make its own arrangements for any surety bonds required by any utility companies within ten (10) Business Days following the Closing Date, and any bonds previously furnished may, at the Purchaser's option, be cancelled on or after the Closing. If fuel oil, propane or other fuel is used at the Property, 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 Owner therefor, and Purchaser shall pay to 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. 6.4.4 6.3.4 Charges paid by Seller prior to the Closing or payable by Owner Purchaser after the Closing under the Other AgreementsAgreements to the extent Other Agreements continue post-closing. 6.4.5 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 payable by Owner Seller is legally obligated to pay to (i) merchants' and other associations, and to (ii) promotional and marketing funds and activities at the Property, it 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 Mall. Any other items covered by such expenditures will appear of income 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. 6.4.6 If on the Closing Date, there are pending any tax certiorari proceedings and/or protests of real estate tax assessments relating to the Property in respect expense of the real estate taxes payable for the then-current tax fiscal yearMall, then (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 elapsedwhich, 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 the schedule submitted to it by the Sellers and Purchaser shall indemnify and hold the Sellers harmless from and against all claimsgenerally accepted business practices, 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 should be apportioned between Purchaser Seller and the Sellers in the manner that real estate taxes for such year were apportioned pursuant to subsection 6.4.1, and the portion of such amount properly allocable to the period prior to the Adjustment Point shall be 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 Sellers to Purchaser or Owner, as the case may bePurchaser.

Additional Items. At the Closing, the following additional items shall be apportioned between the Sellers and Purchaser parties hereto as of the Adjustment Point, with the Sellers 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: 6.4.1 (a) Impositions payable by Owner Equitable in respect of the Property shall be adjusted on Mall for the basis of the fiscal calendar 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 any other factor applicable to such Imposition becomes known and, if necessary, upon receipt of actual bills1997. In the case of 18 special assessments payable in installments, the installment for the fiscal year in which the Adjustment Point Closing Date occurs shall be apportioned by as of the Sellers Adjustment Point 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 is obligated to pay any Impositions directly to the applicable taxing authority, such Impositions shall not be apportioned. Any refund obtained by either Equitable or Purchaser for real estate taxes for which an apportionment is made pursuant to this Section 6.03(a), net of the costs of obtaining such refund and the amount thereof payable to Tenants, shall be apportioned as of the Adjustment Point. 6.4.2 (b) Water and sewer charges, if any, payable by Owner Equitable on the basis of the period or periods for which the same are payable. If there are water meters at the PropertyMall, the Sellers 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 directly to the entity or the entities furnishing such services shall not be apportioned. 6.4.3 (c) Utilities and fuel payable by OwnerEquitable, including without limitation electricity and gas. The Sellers 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 the Sellers do 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. The Sellers Equitable will receive a credit in an the full amount equal to of 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 Equitable's right, title and interest in and to such security deposits. Purchaser will make its own arrangements for any surety security bonds required by any utility companies within ten (10) Business Days 60 days following the Closing Date, and Equitable will thereafter cancel any bonds previously furnished may, at the Purchaser's option, be cancelled on or after the Closingfurnished. If fuel oil, propane or other fuel is used at the PropertyMall, the Sellers 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 Owner Equitable therefor, and Purchaser shall pay to the Sellers 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 directly to the utility companies furnishing the same shall not be apportioned. 6.4.4 (d) Charges payable by Owner Equitable under the Other Agreements. 6.4.5 (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 Owner Equitable to merchants' and other associations, and to promotional and marketing funds and activities at the Property, it 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 Mall. (g) Any other items covered by such expenditures will appear of income 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. 6.4.6 If on the Closing Date, there are pending any tax certiorari proceedings and/or protests of real estate tax assessments relating to the Property in respect expense of the real estate taxes payable for the then-current tax fiscal yearMall which, then (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 the schedule submitted to it by the Sellers and Purchaser shall indemnify and hold the Sellers harmless from and against all claimsgenerally accepted business practices, 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 should be apportioned between Purchaser Equitable and the Sellers in the manner that real estate taxes for such year were apportioned pursuant to subsection 6.4.1, and the portion of such amount properly allocable to the period prior to the Adjustment Point shall be 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 Sellers to Purchaser or Owner, as the case may bePurchaser.

Additional Items. At Such other items that are customarily prorated in transactions of this nature shall be ratably prorated. For the Closingpurposes hereof, the following additional items "Transferred Interest's Share" shall be apportioned between the Sellers and Purchaser as of the Adjustment Point, with the Sellers to be obligated for or entitled to amounts apportioned a fraction which is equal to the period through undivided interest in the Adjustment Point and Purchaser to be obligated for or entitled to amounts apportioned to the period following the Adjustment Point: 6.4.1 Impositions payable by Owner in respect of the Property shall be adjusted Project described on the 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 rateSchedule I attached hereto being sold to, 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 any other factor applicable purchased by, Purchaser pursuant to such Imposition becomes known and, if necessary, upon receipt of actual bills. In the case of special assessments payable in installments, the installment for the fiscal year in which the Adjustment Point occurs shall be apportioned by the 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 is obligated to pay any Impositions directly to the applicable taxing authority, such Impositions shall not be apportioned. 6.4.2 Water and sewer charges, if any, payable by Owner on the basis of the period or periods for which the same are payable. If there are water meters at the Property, the Sellers shall furnish readings to a date not more than thirty (30) days prior to the Closing Datethis Contract, and the unfixed meter charges and the unfixed sewer charges, if any, based thereon for the intervening time " Remaining Interest's Share" shall be apportioned on the basis of such last readings. Any water and sewer charges payable by Tenants in occupancy on the Closing Date directly to the entity or entities furnishing such services shall not be apportioned. 6.4.3 Utilities and fuel payable by Owner, including without limitation electricity and gas. The Sellers shall endeavor to have the meters for such utilities read the day on a fraction which the Adjustment Point occurs and will pay the bills rendered to it on the basis of such readings. If 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. The Sellers will receive a credit in an amount equal to any cash security deposits held by any utility companies (with interest thereon, if any, in the amount is equal to the amount accrued on such security deposits), and at and after the Closing Owner shall retain all right, title and 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 such security deposits. the owner of the Remaining Interest shall be a reference to Purchaser will make its own arrangements for any surety bonds required by any utility companies within ten (10) Business Days following the Closing Date, and any bonds previously furnished may, at the Purchaser's option, be cancelled on or after the Closing. If fuel oilFor purposes of calculating prorations under this Contract, propane or other fuel is used at Purchaser shall be deemed to be in title to the PropertyTransferred Interest and the Remaining Interest, and therefore entitled to the Sellers shall deliver to Purchaser at income in respect thereof and responsible for the expenses in respect thereof, for the entire day upon which 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 Owner therefor, and Purchaser shall pay to the Sellers at the Closing the cost of such fuel (including taxes thereon, if any) as shown on such statementsoccurs. Charges for any utilities payable by Tenants in occupancy on the Closing Date directly to the utility companies furnishing the same shall not be apportioned. 6.4.4 Charges payable by Owner under the Other Agreements. 6.4.5 Contributions payable by Owner to merchants' and other associations, and to promotional and marketing funds and activities at the Property, it 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 Bills received after the Closing Date and the Purchaser shall receive a credit which relate 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 expenses incurred, services performed or other items covered by such expenditures have appeared or taken place prior to the Closing Date. 6.4.6 If on the Closing Date, there are pending any tax certiorari proceedings and/or protests of real estate tax assessments relating to the Property in respect of the real estate taxes payable for the then-current tax fiscal year, then (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 the schedule submitted to it by the Sellers and Purchaser shall indemnify and hold the Sellers 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 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 Purchaser and the Sellers in the manner that real estate taxes for such year were apportioned pursuant to subsection 6.4.1, and the portion of such amount properly allocable to the period prior to the Adjustment Point Closing Date shall be paid by Purchaser (or Owner) Seller, except to the Sellers 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 amount properly allocable 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 period subsequent Closing Date (all accounts receivable for Charges accruing prior to the Adjustment Point 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 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 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 arising out of transactions entered into or any state of facts existing at or prior to the Closing or arising out of or incident to the 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 any and all present and former employees of the 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 arrangements 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. Purchaser agrees solely for the benefit of Seller, but not for the benefit of any other person, that the Assumed Liabilities shall be paid by and discharged in accordance with the Sellers to terms thereof, provided that Purchaser or Ownermay in good faith contest any Assumed Liability. Seller agrees, as solely for the case may be.benefit of Purchaser but not for the benefit of any other person, that any liabilities or

Additional Items. At the Closing, the following additional items shall be apportioned between the Sellers Equitable and Purchaser as of the Adjustment Point, with the Sellers to be obligated Point 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:each Mall: 6. 6.4.1 4.1 Impositions payable by Owner Equitable in respect of the Property each Mall shall be adjusted on the 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) 30 days following the date on which the actual assessed valuation and tax rate or any other factor applicable to such Imposition becomes known andknown. Notwithstanding the foregoing, if necessaryin the case of real estate taxes which are payable in arrears, upon receipt at the Closing, Purchaser shall pay to Equitable one-half of the estimated aggregate amount of such real estate taxes which will be payable after the Closing Date, which are properly allocable to any period prior to the Adjustment Point and which are otherwise credited to Purchaser at Closing, such payment being the estimated aggregate amount of payments to be (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 billsamounts of the real estate taxes and reimbursement payments have been determined. In the case of special assessments payable in installments, the installment for the fiscal year in which the Adjustment Point occurs shall be apportioned by the Sellers Equitable 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. 6.4.2 Water and sewer charges, if any, payable by Owner on the basis of the period or periods for which the same are payable. If there are water meters at the Property, 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 directly to the entity or entities furnishing such services shall not be apportioned. 6.4.3 Utilities and fuel payable by Owner, including without limitation electricity and gas. 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 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. The Sellers will receive a credit in an amount 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 at and after the Closing Owner shall retain all right, title and interest in and to such security deposits. Purchaser will make its own arrangements for any surety bonds required by any utility companies within ten (10) Business Days following the Closing Date, and any bonds previously furnished may, at the Purchaser's option, be cancelled on or after the Closing. If fuel oil, propane or other fuel is used at the Property, 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 Owner therefor, and Purchaser shall pay to 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 directly to the utility companies furnishing the same shall not be apportioned. 6.4.4 Charges payable by Owner under the Other Agreements. 6.4.5 Contributions payable by Owner to merchants' and other associations, and to promotional and marketing funds and activities at the Property, it 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. 6.4.6 If on the Closing Date, there are pending any tax certiorari proceedings and/or protests of real estate tax assessments relating to the Property in respect of the real estate taxes payable for the then-current tax fiscal year, then (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 the schedule submitted to it by the Sellers and Purchaser shall indemnify and hold the Sellers 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 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 Purchaser and the Sellers in the manner that real estate taxes for such year were apportioned pursuant to subsection 6.4.1, and the portion of such amount properly allocable to the period prior to the Adjustment Point shall be 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 Sellers to Purchaser or Owner, as the case may be.

Additional Items. At Where the ClosingAuthority identifies a requirement, for an Article which is not listed on the Annex A to Schedule 2 – Schedule of Requirements, the following additional items Authority shall approach the Contractor for a quotation to be submitted in a timely manner. If, after evaluation, the price is considered acceptable, the Article shall be apportioned between added to the Sellers Annex A to Schedule 2 – Schedule of Requirements by formal Contract amendment. Schedule 1 - Definitions of Contract AG173 means the MOD invoice form AG173 that suppliers submit as an invoice to enable payment to be processed; Articles means the Contractor Deliverables (goods and Purchaser / or the services), including Packaging (and Certificate(s) of Conformity and supplied in accordance with any QA requirements if specified) which the Contractor is required to provide under the Contract in accordance with Schedule 2 (Schedule of Requirements), but excluding incidentals outside Schedule 2 (Schedule of Requirements) such as progress reports. (This definition only applies when DEFCON’s are added to these Conditions); Authority means the Secretary of State for Defence of the Adjustment Point, United Kingdom of Great Britain and Northern Ireland; Authority’s Representative(s) shall be those person(s) defined in Schedule 3 (Contract Data Sheet) who will act as the Authority’s Representative(s) in connection with the Sellers to Contract. Where the term “Authority’s Representative(s)” in the Conditions is immediately followed by a functional description in brackets, the appropriate Authority’s Representative(s) shall be obligated the designated person(s) for or entitled to amounts apportioned the purposes of clause H2.b; Business Day means any day excluding: Saturdays, Sundays and public and statutory holidays in the jurisdiction of either Party; privilege days notified in writing by the Authority 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: 6.4.1 Impositions payable by Owner in respect of the Property shall be adjusted on the 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 Contractor 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 any other factor applicable to such Imposition becomes known and, if necessary, upon receipt of actual bills. In the case of special assessments payable in installments, the installment for the fiscal year in which the Adjustment Point occurs shall be apportioned by the 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 is obligated to pay any Impositions directly to the applicable taxing authority, such Impositions shall not be apportioned. 6.4.2 Water and sewer charges, if any, payable by Owner on the basis of the period or periods for which the same are payable. If there are water meters at the Property, 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 directly to the entity or entities furnishing such services shall not be apportioned. 6.4.3 Utilities and fuel payable by Owner, including without limitation electricity and gas. 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 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. The Sellers will receive a credit in an amount 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 at and after the Closing Owner shall retain all right, title and interest in and to such security deposits. Purchaser will make its own arrangements for any surety bonds required by any utility companies within least ten (10) Business Days following the Closing Date, in advance; and any bonds previously furnished may, at the Purchaser's option, be cancelled on or after the Closing. If fuel oil, propane or other fuel is used at the Property, the Sellers shall deliver to Purchaser at the Closing statements such periods of holiday closure of the suppliers Contractor’s premises of such fuel dated within three days which the Authority is given written notice by the Contractor at least ten (10) Business Days in advance; Child Labour Legislation means those International Labour Law Conventions concerning economic exploitation of children through the Adjustment Point setting forth the quantity performance of fuel on hand work which is likely to be hazardous or to interfere with a child's health or development, including but not limited to slavery, trafficking, debt bondage or forced labour, which are ratified and the cost paid by Owner therefor, enacted into domestic law and Purchaser shall pay directly applicable to 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 directly to the utility companies furnishing the same shall not be apportioned. 6.4.4 Charges payable by Owner under the Other Agreements. 6.4.5 Contributions payable by Owner to merchants' and other associations, and to promotional and marketing funds and activities at the Property, it 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 Contractor 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. 6.4.6 If on the Closing Date, there are pending any tax certiorari proceedings and/or protests of real estate tax assessments relating to the Property in respect of the real estate taxes payable for the then-current tax fiscal year, then (ijurisdiction(s) 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 it performs 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 the schedule submitted to it by the Sellers and Purchaser shall indemnify and hold the Sellers 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 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 Purchaser and the Sellers in the manner that real estate taxes for such year were apportioned pursuant to subsection 6.4.1, and the portion of such amount properly allocable to the period prior to the Adjustment Point shall be 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 Sellers to Purchaser or Owner, as the case may beContract.