Common use of Prorations and Closing Costs Clause in Contracts

Prorations and Closing Costs. (a) Seller and Buyer agree to adjust, as of 11:59 p.m. on the day immediately preceding the Closing Date (the "Proration Time"), the following (collectively, the "Proration Items"): any interest relating to the Pool II Loan, real estate and personal property taxes and assessments relating to the Property (subject to the terms of Section 7.2.6(b) below), utility bills and any other operating expenses relating to the Property (except as hereinafter provided), including, but not limited to, premiums relating to Environmental Insurance, in accordance with Section 2.5, fees and costs incurred in connection with complying with the ISRA requirements, and collected Rents (subject to the terms of Section 7.2.6(b) below). Seller will be charged and credited for the amounts of all of the Proration Items relating to the period up to and including the Proration Time, and Buyer will be charged and credited for all of the Proration Items relating to the period after the Proration Time. At Closing, Buyer shall be entitled to a credit in the amount of the cash Tenant Deposits which exist at Closing. In addition, if any of the Tenant Deposits are in the form of letters of credit, such letters of credit shall be assigned to Cabot at Closing, if assignable. If any such letters of credit are not assignable, Seller shall reasonably cooperate with Buyer, provided that Seller shall not be responsible for incurring any expenses or liabilities beyond those which are de minimus, in order to have such letters of credit replaced with new letters of credit naming Cabot as the named beneficiary. Seller shall retain all of the cash accounts held by Cabot as of the Closing Date. No Closing prorations shall be set forth on the preliminary closing statement to be prepared by Seller and submitted to Buyer for Buyer's approval prior to the Closing Date (the "Closing Statement"). The Closing Statement, once agreed upon, shall be signed by Buyer and Seller and delivered to the Escrow Agent. No prorations will be made at the Closing. All prorations will be made on the Proration Date and shall be included in the adjustments to be made at that time. In the event that such amounts cannot be determined by the Proration Date, adjustments will be made thereafter, when actual figures are received (not to exceed 365 days after the Closing), re-prorations will be made on the basis of the actual figures, and a final cash settlement will be made between Seller and Buyer. Except with respect to the Environmental Insurance, no prorations will be made in relation to insurance premiums, and Seller's insurance policies will not be assigned to Buyer. Final readings and final billings for utilities will be made if possible as of the Proration Tixx, xx xhich event no proration will be made at Proration Date with respect to utility bills. Seller will be entitled to all deposits presently in effect with the utility providers, and Buyer will be obligated to make its own arrangements for deposits with the utility providers. The provisions of this Section 7.2.6(a) will survive the Closing for a period of twelve (12) months.

Prorations and Closing Costs. 9.6.1. (a) Seller and Buyer agree to adjust, as of 11:59 p.m. on the day immediately preceding the Closing Date (the "Proration Time")Date, the following (collectively, the "“Proration Items"”): any interest relating to the Pool II Loan, real estate and personal property taxes and assessments relating to the Property (subject to the terms of Section 7.2.6(b) below)assessments, utility bills and any other operating expenses relating to the Property (except as hereinafter provided), including, but not limited to, premiums relating to Environmental Insurance, in accordance with Section 2.5, fees and costs incurred in connection with complying with the ISRA requirements, and collected Rents (subject to the terms of Section 7.2.6(b9.6.l(b) below)) and Operating Expenses (subject to the terms of 9.6.1(c) below) payable by the owner of the Property. Seller will be charged and credited for the amounts of all of the Proration Items relating to the period up to and but not including the Proration TimeClosing Date, and Buyer will be charged and credited for all of the Proration Items relating to the period from and after the Proration Time. At ClosingClosing Date, such that Buyer shall be deemed to own the Property and therefore be entitled to a credit in the amount of the cash Tenant Deposits which exist at Closing. In addition, if any of the Tenant Deposits are in the form of letters of credit, such letters of credit shall be assigned to Cabot at Closing, if assignable. If any such letters of credit are not assignable, Seller shall reasonably cooperate with Buyer, provided that Seller shall not revenue and be responsible for incurring any expenses or liabilities beyond those which are de minimus, in order to have such letters of credit replaced with new letters of credit naming Cabot as the named beneficiary. Seller shall retain all of the cash accounts held by Cabot as of Property for the entire day upon which the Closing Dateoccurs. No Such preliminary estimated Closing prorations shall be set forth on the preliminary closing statement to be prepared by Seller and submitted to Buyer the Title Company and Buyer, for Buyer's approval ’s approval, no less than three (3) business days prior to the Closing Date (the "“Closing Proration Statement"”). The Closing Proration Statement, once agreed upon, shall be signed upon by Buyer and Seller shall be used by the Title Company in preparing the settlement statement to be executed and delivered by Buyer and Seller at Closing (the “Settlement Statement”) and making the preliminary proration adjustment at Closing subject to the Escrow Agentfinal cash settlement provided for below. No The preliminary proration shall be paid at Closing by Buyer to Seller (if the preliminary prorations result in a net credit to Seller) or by Seller to Buyer (if the preliminary prorations result in a net credit to Buyer), in each case by increasing or reducing the cash to be delivered by Buyer in payment of the Purchase Price at the Closing. If the actual amounts of the Proration Items are not known as of three (3) business days prior to the Closing Date, the prorations will be made at the Closing. All prorations will be made Closing on the Proration Date and shall be included in basis of the adjustments to be made at that time. In the event that such amounts cannot be determined by the Proration Date, adjustments will be made best evidence then available; thereafter, when actual figures are received (except as provided in Section 9.6.1(C), not to exceed 365 120 days after the Closing), re-prorations will be made on the basis of the actual figures, and a final cash settlement will shall be made between Seller and Buyer. Except with respect The Title Company shall prepare and deliver the Settlement Statement to Buyer and Seller for approval no later than two (2) business days prior to the Environmental Insurance, no Closing Date. No prorations will be made in relation to insurance premiums, and Seller's ’s insurance policies will not be assigned to Buyer. , Final readings and final billings xxxxxxxx for utilities will be made if possible as of the Proration TixxClosing Date, xx xhich in which event no proration will be made at Proration Date the Closing with respect to utility bills. Seller will be entitled to recover from the utility providers all deposits presently in effect with the utility providers, and Buyer will be obligated to make its own arrangements for deposits with the utility providers. The Except as provided in Section 9.6.1(c), the provisions of this Section 7.2.6(a9.6.l(a) will survive the Closing for a period of twelve (12) months.

Prorations and Closing Costs. (a) Seller and Buyer agree to adjust, as of 11:59 p.m. on the day immediately preceding the Closing Date (the "Proration TimeAdjustment Date"), the following (collectively, the "Proration Items"): any interest relating to the Pool II Loan, real estate and personal property taxes and assessments relating to the Property (subject to the terms of Section 7.2.6(b) below)Impositions, utility bills and any other operating expenses relating to the Property (except as hereinafter provided)fuel bills, including, but not limited to, premiums relating to Environmental Insurance, in accordance with Section 2.5, fees and costs incurred in connection with complying with the ISRA requirements, and collected Rents (subject to the terms of Section 7.2.6(b(b) below), Operating Expenses, Additional Rents (subject to the terms of Sections (c) and (d) below) and Percentage Rents (subject to the terms of Section (e) below). Seller will be charged and credited for the amounts of all of the Proration Items relating to the period up to and including the Proration TimeAdjustment Date, and Buyer will be charged and credited for all of the Proration Items relating to the period from and after the Proration Time. At Closing, Buyer shall be entitled to a credit in the amount of the cash Tenant Deposits which exist at Closing. In addition, if any of the Tenant Deposits are in the form of letters of credit, such letters of credit shall be assigned to Cabot at Closing, if assignable. If any such letters of credit are not assignable, Seller shall reasonably cooperate with Buyer, provided that Seller shall not be responsible for incurring any expenses or liabilities beyond those which are de minimus, in order to have such letters of credit replaced with new letters of credit naming Cabot as the named beneficiary. Seller shall retain all of the cash accounts held by Cabot as of the Closing Adjustment Date. No Such preliminary estimated Closing prorations shall be set forth on the a preliminary closing statement to be prepared by Seller and submitted to Buyer for Buyer's reasonable approval at least five (5) business days prior to the Closing Date (the "Closing Adjustment Statement"). Seller and Buyer shall enter into any proration agreements reasonably necessary to give effect to the provisions of this Section 9.9. The Closing Adjustment Statement, once agreed upon, shall be signed by Buyer and Seller and delivered to the Escrow AgentAgent for purposes of making the preliminary proration adjustment at the Closing subject to the final cash settlement provided for below. No The preliminary proration shall be paid at the Closing by Buyer to Seller (if the preliminary prorations will result in a net credit to Seller) or by Seller to Buyer (if the preliminary prorations result in a net credit to Buyer) by increasing or reducing the cash to be delivered by Buyer in payment of the Purchase Price at the Closing. If the actual amounts of the Proration Items are not known as of the Closing Date, the prorations shall be made at the Closing. All prorations will be made Closing on the Proration Date and shall be included in basis of the adjustments to be made at that time. In the event that such amounts cannot be determined by the Proration Date, adjustments will be made best evidence then available; thereafter, when actual figures are received (not to exceed 365 days twelve (12) months after the Closing), re-prorations will shall be made on the basis of the actual figures, and a final cash settlement will shall be made between Seller and Buyer. Except with respect to the Environmental Insurance, no No prorations will shall be made in relation to insurance premiums, and Seller's insurance policies will shall not be assigned to BuyerBuyer (except for the obligations, if any, to assign insurance proceeds to Buyer under Section 10.2). Final readings and final billings xxxxxxxx for utilities will shall be made if possible as of the Proration TixxClosing Date, xx xhich in which event no proration will shall be made at Proration Date the Closing with respect to utility bills. Seller will shall be entitled to all deposits presently in effect with the utility providers, and Buyer will shall be obligated to make its own arrangements for deposits with the utility providers. The provisions of this Section 7.2.6(a9.9(a) will shall survive the Closing for a period of twelve (12) months.

Prorations and Closing Costs. (a) Seller and Buyer agree to adjust, as of 11:59 p.m. on the day immediately preceding the Closing Date (the "Proration “Cut-Off Time"”), in accordance with the applicable provisions of this Section 9.6, the following (collectively, the "“Proration Items"”): any interest relating to the Pool II Loan, real estate and personal property taxes and assessments relating to the Property (subject to the terms of Section 7.2.6(b) below)assessments, utility bills and any other operating expenses relating to the Property (except as hereinafter provided), includingpayments paid or due under Contracts, but not limited to, premiums relating to Environmental Insurance, in accordance with Section 2.5, fees revenues from guest rooms and costs incurred in connection with complying with other facilities at the ISRA requirements, Property and collected Rents (subject and Operating Expenses payable by the Seller with respect to the terms of Section 7.2.6(b) below)Property. Seller will be charged and credited for the amounts of all of the Proration Items relating to the period up to and including the Proration Cut-Off Time, and Buyer will be charged and credited for all of the Proration Items relating to the period after the Proration Cut-Off Time. At Closing, Buyer shall be entitled to a credit in the amount of the cash Tenant Deposits which exist at Closing. In addition, if any of the Tenant Deposits are in the form of letters of credit, such letters of credit shall be assigned to Cabot at Closing, if assignable. If any such letters of credit are not assignable, Seller shall reasonably cooperate with Buyer, provided that Seller shall not be responsible for incurring any expenses or liabilities beyond those which are de minimus, in order to have such letters of credit replaced with new letters of credit naming Cabot as the named beneficiary. Seller shall retain all of the cash accounts held by Cabot as of the Closing Date. No Such preliminary estimated Closing prorations shall be set forth on the a preliminary closing statement to be prepared by Seller and submitted to Buyer for Buyer's ’s reasonable approval prior to the Closing Date (the "“Closing Statement"”). The Closing Statement, once agreed upon, shall be signed by Buyer and Seller and delivered to the Escrow AgentAgent for purposes of making the preliminary proration adjustment at Closing subject to the final cash settlement provided for below. No The preliminary proration shall be paid at Closing by Buyer to Seller (if the preliminary prorations result in a net credit to Seller) or by Seller to Buyer (if the preliminary prorations result in a net credit to Buyer) by increasing or reducing the cash to be delivered by Buyer in payment of the Purchase Price at the Closing. If the actual amounts of the Proration Items are not known as of the Closing Date, the prorations will be made at the Closing. All prorations will be made Closing on the Proration Date and shall be included in basis of the adjustments to be made at that time. In the event that such amounts cannot be determined by the Proration Date, adjustments will be made best evidence then available; thereafter, when actual figures are received (not to exceed 365 180 days after the Closing), re-prorations will be made on the basis of the actual figures, and a final cash settlement will be made between Seller and Buyer. Except with respect to the Environmental Insurance, no No prorations will be made in relation to insurance premiums, and Seller's ’s insurance policies will not be assigned to Buyer. Final readings and final billings xxxxxxxx for utilities will be made if possible as of the Proration TixxClosing Date, xx xhich in which event no proration will be made at Proration Date Closing with respect to utility bills. Seller will be entitled to all deposits presently in effect with the utility providers, and Buyer will be obligated to make its own arrangements for future deposits with the utility providers. The provisions of this Section 7.2.6(a9.6(a) will survive the Closing for a period of twelve (12) months.

Prorations and Closing Costs. (a) Seller and Buyer agree to adjust, as of 11:59 p.m. Pacific Time on the day immediately preceding prior to the Closing Date (the "Proration Time")Date, the following (collectively, the "“Proration Items"”): any interest relating to the Pool II Loan, real estate and personal property taxes and assessments relating (subject to the terms of Section 9.5(c) below), utility bills (except as hereinafter provided), and collected Rents and other income from the Property (subject to the terms of Section 7.2.6(b) below), utility bills and any other operating expenses relating to the Property (except as hereinafter provided), including, but not limited to, premiums relating to Environmental Insurance, in accordance with Section 2.5, fees and costs incurred in connection with complying with the ISRA requirements, and collected Rents (subject to the terms of Section 7.2.6(b9.5(b) below). Seller will be charged and credited for the amounts of all of the Proration Items relating to the period up to and including through the Proration Timeday prior to the Closing Date, and Buyer Xxxxx will be charged and credited for all of the Proration Items relating to the period from and after the Proration Time. At Closing, Buyer shall be entitled to a credit in the amount of the cash Tenant Deposits which exist at Closing. In addition, if any of the Tenant Deposits are in the form of letters of credit, such letters of credit shall be assigned to Cabot at Closing, if assignable. If any such letters of credit are not assignable, Seller shall reasonably cooperate with Buyer, provided that Seller shall not be responsible for incurring any expenses or liabilities beyond those which are de minimus, in order to have such letters of credit replaced with new letters of credit naming Cabot as the named beneficiary. Seller shall retain all of the cash accounts held by Cabot as of the Closing Date. No Such preliminary estimated Closing prorations shall be set forth on the a preliminary closing statement to be prepared by Seller Xxxxxx and submitted to Buyer for Buyer's Xxxxx’s approval prior to the Closing Date (the "“Closing Statement"”). The Closing Statement, once agreed upon, shall be signed by Buyer Xxxxx and Seller and delivered to the Escrow AgentAgent for purposes of making the preliminary proration adjustment at Closing subject to the final cash settlement provided for below. No The preliminary proration shall be paid at Closing by Buyer to Seller (if the preliminary prorations result in a net credit to Seller) or by Seller to Buyer (if the preliminary prorations result in a net credit to Buyer) by increasing or reducing the cash to be delivered by Buyer in payment of the Purchase Price at the Closing. If the actual amounts of the Proration Items are not known as of the Closing Date, the prorations will be made at the Closing. All prorations will be made Closing on the Proration Date and shall be included in basis of the adjustments to be made at that time. In the event that such amounts cannot be determined by the Proration Date, adjustments will be made best evidence then available; thereafter, when actual figures are received (not to exceed 365 one hundred eighty (180) days after the Closing), re-prorations will be made on the basis of the actual figures, and a final cash settlement will be made between Seller and Buyer. Except with respect to the Environmental Insurance, no No prorations will be made in relation to insurance premiums, and Seller's ’s insurance policies will not be assigned to Buyer. Final readings and final billings xxxxxxxx for utilities will be made if possible as of the Proration TixxClosing Date, xx xhich in which event no proration will be made at Proration Date Closing with respect to utility billsbills (and Seller shall be responsible for xxxxxxxx prior to Closing and Buyer shall be responsible for xxxxxxxx on and after Closing). Seller will be entitled to all deposits presently in effect with the utility providersproviders (and shall not receive a credit at Closing for such deposits), and Buyer will be obligated to make its own arrangements for deposits with the utility providers. The provisions of this Section 7.2.6(a) 9.5 will survive the Closing for a period of twelve (12) months.

Prorations and Closing Costs. 9.6.1 (a) Seller and Buyer agree to adjust, as of 11:59 p.m. on the day immediately preceding the Closing Date (the "Proration Time")Date, the following (collectively, the "“Proration Items"”): any interest relating to the Pool II Loan, real estate and personal property taxes and assessments relating to the Property (subject to the terms of Section 7.2.6(b) below)assessments, utility bills and any other operating expenses relating to the Property (except as hereinafter provided), including, but not limited to, premiums relating to Environmental Insurance, in accordance with Section 2.5, fees and costs incurred in connection with complying with the ISRA requirements, and collected Rents (subject to the terms of Section 7.2.6(b9.6.1(b) below)) and Operating Expenses (subject to the terms of 9.6,1(c) below) payable by the owner of the Property. Seller will be charged and credited for the amounts of all of the Proration Items relating to the period up to and but not including the Proration TimeClosing Date, and Buyer will be charged and credited for all of the Proration Items relating to the period from and after the Proration Time. At ClosingClosing Date, such that Buyer shall be deemed to own the Property and therefore be entitled to a credit in the amount of the cash Tenant Deposits which exist at Closing. In addition, if any of the Tenant Deposits are in the form of letters of credit, such letters of credit shall be assigned to Cabot at Closing, if assignable. If any such letters of credit are not assignable, Seller shall reasonably cooperate with Buyer, provided that Seller shall not revenue and be responsible for incurring any expenses or liabilities beyond those which are de minimus, in order to have such letters of credit replaced with new letters of credit naming Cabot as the named beneficiary. Seller shall retain all of the cash accounts held by Cabot as of Property for the entire day upon which the Closing Dateoccurs. No Such preliminary estimated Closing prorations shall be set forth on the preliminary closing statement to be prepared by Seller and submitted to Buyer the Title Company and Buyer, for Buyer's approval ’s approval, no less than three (3) business days prior to the Closing Date (the "“Closing Proration Statement"”). The Closing Proration Statement, once agreed upon, shall be signed upon by Buyer and Seller shall be used by the Title Company in preparing the settlement statement to be executed and delivered by Buyer and Seller at Closing (the “Settlement Statement”) and making the preliminary proration adjustment at Closing subject to the Escrow Agentfinal cash settlement provided for below. No The preliminary proration shall be paid at Closing by Buyer to Seller (if the preliminary prorations result in a net credit to Seller) or by Seller to Buyer (if the preliminary prorations result in a net credit to Buyer), in each case by increasing or reducing the cash to be delivered by Buyer in payment of the Purchase Price at the Closing. If the actual amounts of the Proration Items are not known as of three (3) business days prior to the Closing Date, the prorations will be made at the Closing. All prorations will be made Closing on the Proration Date and shall be included in basis of the adjustments to be made at that time. In the event that such amounts cannot be determined by the Proration Date, adjustments will be made best evidence then available; thereafter, when actual figures are received (except as provided in Section 9.6.1(c), not to exceed 365 120 days after the Closing), re-prorations reprorations will be made on the basis of the actual figures, and a final cash settlement will shall be made between Seller and Buyer. Except with respect The Title Company shall prepare and deliver the Settlement Statement to Buyer and Seller for approval no later than two (2) business days prior to the Environmental Insurance, no Closing Date. No prorations will be made in relation to insurance premiums, and Seller's ’s insurance policies will not be assigned to Buyer. Final readings and final billings xxxxxxxx for utilities will be made if possible as of the Proration TixxClosing Date, xx xhich in which event no proration will be made at Proration Date the Closing with respect to utility bills. Seller will be entitled to recover from the utility providers all deposits presently in effect with the utility providers, and Buyer will be obligated to make its own arrangements for deposits with the utility providers. The Except as provided in Section 9.6.1(c), the provisions of this Section 7.2.6(a9.6.1(a) will survive the Closing for a period of twelve (12) months.

Prorations and Closing Costs. (a) Seller and Buyer agree to adjust, as of 11:59 p.m. on the day immediately preceding the Closing Date (Date, in accordance with the "Proration Time")applicable provisions of this Section 9.6, the following (collectively, the "“Proration Items"”): any interest relating to the Pool II LoanTaxes, real estate and personal property Personal Property taxes and assessments relating to the Property (subject to the terms of Section 7.2.6(b) below)utility bills, utility bills including water and any other operating expenses relating to the Property sewer charges (except as hereinafter provided), including, but not limited to, premiums relating to Environmental Insurance, in accordance with Section 2.5, fees and costs incurred in connection with complying with the ISRA requirements, and collected Rents (subject to the terms of Section 7.2.6(b) below). Seller will be charged and credited for the amounts of all of the Proration Items relating to the period up to and including 11:59 p.m. on the Proration Timeday immediately preceding the Closing Date, and Buyer will be charged and credited for all of the Proration Items relating to the period after the Proration Time. At Closing, Buyer shall be entitled to a credit in the amount of the cash Tenant Deposits which exist at Closing. In addition, if any of the Tenant Deposits are in the form of letters of credit, such letters of credit shall be assigned to Cabot at Closing, if assignable. If any such letters of credit are not assignable, Seller shall reasonably cooperate with Buyer, provided that Seller shall not be responsible for incurring any expenses or liabilities beyond those which are de minimus, in order to have such letters of credit replaced with new letters of credit naming Cabot as the named beneficiary. Seller shall retain all of the cash accounts held by Cabot as of the Closing Date. No Such preliminary estimated Closing prorations shall be set forth on the a preliminary closing statement to be prepared by Seller and submitted to Buyer for Buyer's reasonable approval prior to the Closing Date (the "“Closing Statement"”). The Closing Statement, once agreed upon, shall be signed by Buyer and Seller and delivered to the Escrow AgentAgent for purposes of making the preliminary proration adjustment at Closing subject to the final cash settlement provided for below. No The preliminary proration shall be paid at Closing by Buyer to Seller (if the preliminary prorations result in a net credit to Seller) or by Seller to Buyer (if the preliminary prorations result in a net credit to Buyer) by increasing or reducing the cash to be delivered by Buyer in payment of the Purchase Price at the Closing. If the actual amounts of the Proration Items are not known as of the Closing Date, the prorations will be made at the Closing. All prorations will be made Closing on the Proration Date and shall be included in basis of the adjustments to be made at that time. In the event that such amounts cannot be determined by the Proration Date, adjustments will be made best evidence then available; thereafter, when actual figures are received (not to exceed 365 120 days after the Closing), re-prorations will be made on the basis of the actual figures, and a final cash settlement will be made between Seller and Buyer. Except with respect to the Environmental Insurance, no No prorations will be made in relation to insurance premiums, and Seller's ’s insurance policies will not be assigned to Buyer. Final readings and final billings xxxxxxxx for utilities will be made if possible as of the Proration TixxClosing Date, xx xhich in which event no proration will be made at Proration Date Closing with respect to utility bills. Seller will be entitled to all deposits presently in effect with the utility providers, and Buyer will be obligated to make its own arrangements for future deposits with the utility providers. The provisions of this Section 7.2.6(a9.6(a) will survive the Closing for a period of twelve (12) months.

Prorations and Closing Costs. 9.6.1 (a) Seller and Buyer agree to adjust, as of 11:59 p.m. on the day immediately preceding the Closing Date (the "Proration Time")Date, the following (collectively, the "“Proration Items"”): any interest relating to the Pool II Loan, real estate and personal property taxes and assessments relating to the Property (subject to the terms of Section 7.2.6(b) below)assessments, utility bills and any other operating expenses relating to the Property (except as hereinafter provided), including, but not limited to, premiums relating to Environmental Insurance, in accordance with Section 2.5, fees and costs incurred in connection with complying with the ISRA requirements, and collected Rents (subject to the terms of Section 7.2.6(b9.6.1(b) below)) and Operating Expenses (subject to the terms of 9.6.1(c) below) payable by the owner of the Property. Seller will be charged and credited for the amounts of all of the Proration Items relating to the period up to and but not including the Proration TimeClosing Date, and Buyer will be charged and credited for all of the Proration Items relating to the period from and after the Proration Time. At ClosingClosing Date, such that Buyer shall be deemed to own the Property and therefore be entitled to a credit in the amount of the cash Tenant Deposits which exist at Closing. In addition, if any of the Tenant Deposits are in the form of letters of credit, such letters of credit shall be assigned to Cabot at Closing, if assignable. If any such letters of credit are not assignable, Seller shall reasonably cooperate with Buyer, provided that Seller shall not revenue and be responsible for incurring any expenses or liabilities beyond those which are de minimus, in order to have such letters of credit replaced with new letters of credit naming Cabot as the named beneficiary. Seller shall retain all of the cash accounts held by Cabot as of Property for the entire day upon which the Closing Dateoccurs. No Such preliminary estimated Closing prorations shall be set forth on the preliminary closing statement to be prepared by Seller and submitted to Buyer the Title Company and Buyer, for Buyer's approval ’s approval, no less than three (3) business days prior to the Closing Date (the "“Closing Proration Statement"”). The Closing Proration Statement, once agreed upon, shall be signed upon by Buyer and Seller shall be used by the Title Company in preparing the settlement statement to be executed and delivered by Buyer and Seller at Closing (the “Settlement Statement”) and making the preliminary proration adjustment at Closing subject to the Escrow Agentfinal cash settlement provided for below. No The preliminary proration shall be paid at Closing by Buyer to Seller (if the preliminary prorations result in a net credit to Seller) or by Seller to Buyer (if the preliminary prorations result in a net credit to Buyer), in each case by increasing or reducing the cash to be delivered by Buyer in payment of the Purchase Price at the Closing. If the actual amounts of the Proration Items are not known as of three (3) business days prior to the Closing Date, the prorations will be made at the Closing. All prorations will be made Closing on the Proration Date and shall be included in basis of the adjustments to be made at that time. In the event that such amounts cannot be determined by the Proration Date, adjustments will be made best evidence then available; thereafter, when actual figures are received (except as provided in Section 9.6.1(c), not to exceed 365 120 days after the Closing), re-prorations will be made on the basis of the actual figures, and a final cash settlement will shall be made between Seller and Buyer. Except with respect to The Title Company shall prepare and deliver the Environmental Insurance, no prorations will be made in relation to insurance premiums, and Seller's insurance policies will not be assigned to Buyer. Final readings and final billings for utilities will be made if possible as of the Proration Tixx, xx xhich event no proration will be made at Proration Date with respect to utility bills. Seller will be entitled to all deposits presently in effect with the utility providers, and Buyer will be obligated to make its own arrangements for deposits with the utility providers. The provisions of this Section 7.2.6(a) will survive the Closing for a period of twelve (12) months.Settlement

Prorations and Closing Costs. (a) Seller and Buyer agree to adjust, as of 11:59 p.m. on the day immediately preceding the Closing Date (the "Proration Time")Date, the following (collectively, the "Proration Items"): any interest relating to the Pool II Loan, real estate and personal property taxes and assessments relating to the Property (subject to the terms of Section 7.2.6(b) below)assessments, utility bills and any other operating expenses relating to the Property (except as hereinafter provided), including, but not limited to, premiums relating and all other revenues and expenses payable to Environmental Insurance, in accordance with Section 2.5, fees and costs incurred in connection with complying with or by the ISRA requirements, and collected Rents (subject to owner of the terms of Section 7.2.6(b) below)Property. Seller will be charged and credited for the amounts of all of the Proration Items relating to the period up to and including 11:59 p.m. on the Proration Timeday immediately preceding the Closing Date, and Buyer will be charged and credited for all of the Proration Items relating to the period after the Proration Time. At Closing, Buyer shall be entitled to a credit in the amount of the cash Tenant Deposits which exist at Closing. In addition, if any of the Tenant Deposits are in the form of letters of credit, such letters of credit shall be assigned to Cabot at Closing, if assignable. If any such letters of credit are not assignable, Seller shall reasonably cooperate with Buyer, provided that Seller shall not be responsible for incurring any expenses or liabilities beyond those which are de minimus, in order to have such letters of credit replaced with new letters of credit naming Cabot as the named beneficiary. Seller shall retain all of the cash accounts held by Cabot as of the Closing Date. No Such preliminary estimated Closing prorations shall be set forth on the a preliminary closing statement to be prepared by Seller and submitted to Buyer for Buyer's reasonable approval prior to the Closing Date (the "Closing Statement"). The Closing Statement, once agreed upon, shall be signed by Buyer and Seller and delivered to the Escrow AgentAgent for purposes of making the preliminary proration adjustment at Closing subject to the final cash settlement provided for below. No The preliminary proration shall be paid at Closing by Buyer to Seller (if the preliminary prorations result in a net credit to Seller) or by Seller to Buyer (if the preliminary prorations result in a net credit to Buyer) by increasing or reducing the cash to be delivered by Buyer in payment of the Purchase Price at the Closing. If the actual amounts of the Proration Items are not known as of the Closing Date, the prorations will be made at the Closing. All prorations will be made Closing on the Proration Date and shall be included in basis of the adjustments to be made at that time. In the event that such amounts cannot be determined by the Proration Date, adjustments will be made best evidence then available; thereafter, when actual figures are received (not to exceed 365 120 days after the Closingclosing), re-prorations will be made on the basis of the actual figures, and a final cash settlement will be made between Seller and Buyer. Except with respect to the Environmental Insurance, no No prorations will be made in relation to insurance premiums, and Seller's insurance policies will not be assigned to Buyer. Final readings and final billings xxxxxxxx for utilities will be made if possible as of the Proration TixxClosing Date, xx xhich in which event no proration will be made at Proration Date Closing with respect to utility bills. Seller will be entitled to all deposits presently in effect with the utility providers, and Buyer will be obligated to make its own arrangements for deposits with the utility providers. The provisions of this Section 7.2.6(a9.6(a) will survive the Closing for a period of twelve (12) months.

Prorations and Closing Costs. (a) Real estate taxes shall be prorated as of the Closing Date based on the current tax xxxx so that Seller bears all such taxes applicable to the period prior to the Closing and Buyer agree bears all such taxes applicable to adjustthe period on and after the Closing. If the amount of the ad valorem taxes for the current year are not available, the amount of ad valorem taxes for the prior year will be used. Seller shall be responsible for the payment of the premium attributable to the Title Policy to the extent applicable to the standard coverage portion, and Buyer shall be responsible for the payment of the premium attributable to the extended coverage portion of the Title Policy in the event the same is issued as an Extended Policy and ​ ​ any endorsements desired by Buyer (unless the endorsement is required in order for Seller to remove an exception to which Buyer has given timely objection and which Seller has agreed to remove, in which case, Seller shall bear the cost of such endorsement). Any costs incurred by Buyer to preserve the Property as of 11:59 p.m. on the day immediately preceding the Closing Date (the "Proration Time"), the following (collectively, the "Proration Items"): any interest relating to the Pool II Loan, real estate and personal property taxes and assessments relating to the Property (subject to the terms of Section 7.2.6(b) below), utility bills and any other operating expenses relating to the Property (except as hereinafter provided), including, but not limited toto any repairs, premiums relating mitigation measures and security costs) shall be Seller’s costs and submitted to Environmental InsuranceEscrow Holder to be offset against the Purchase Price. Except as may be expressly set forth in this Agreement to the contrary, Seller shall pay all recording fees and documentary transfer taxes, Buyer and Seller shall each pay one-half of Escrow Holder’s fee, and all other closing costs shall be divided and borne in accordance with Section 2.5common escrow practices in Tunica County, fees and costs incurred in connection with complying with the ISRA requirements, and collected Rents (subject Mississippi. Prior to the terms Closing Date, Escrow Holder shall prepare and deliver to Buyer and Seller for review and approval estimated closing statements setting forth the foregoing prorations and allocations of Section 7.2.6(b) below)closing costs. Notwithstanding the foregoing or anything to the contrary herein, except to the extent such items are liens against the Property or otherwise obligations relating to Seller will or the Property, which shall remain Seller’s obligations and to the extent recorded or filed and known at Closing, shall be charged and credited for the amounts of all of the Proration Items paid through escrow as Seller costs, any abatements, concessions, incentives or reimbursements relating to the period up Property or its operations, received by Buyer, including but not limited to and including the Proration Time, and Buyer will be charged and credited for all of the Proration Items relating to the period after the Proration Time. At Closing, Buyer shall be entitled to a credit in the amount of the cash Tenant Deposits which exist at Closing. In addition, if any of the Tenant Deposits are in the form of letters of credit, such letters of credit shall be assigned to Cabot at Closing, if assignable. If any such letters incentives from the State of credit are not assignable, Seller shall reasonably cooperate with Buyer, provided that Seller shall not be responsible for incurring any expenses or liabilities beyond those which are de minimus, in order to have such letters of credit replaced with new letters of credit naming Cabot as the named beneficiary. Seller shall retain all of the cash accounts held by Cabot as of the Closing Date. No Closing prorations shall be set forth on the preliminary closing statement to be prepared by Seller Mississippi and submitted to Buyer for Buyer's approval prior to the Closing Date (the "Closing Statement"). The Closing Statement, once agreed uponTunica County, shall be signed by Buyer Buyer’s property and Seller and delivered for the benefit of Buyer; to the Escrow Agent. No prorations will be made at extent any such incentives are received by Seller after the Closing. All prorations will be made on the Proration Date and Effective Date, such incentives shall be included in the adjustments paid over to be made at that time. In the event that such amounts cannot be determined by the Proration Date, adjustments will be made thereafter, when actual figures are received (not to exceed 365 days after the Closing), re-prorations will be made on the basis of the actual figures, and a final cash settlement will be made between Seller and Buyer. Except with respect to the Environmental Insurance, no prorations will be made in relation to insurance premiums, and Seller's insurance policies will not be assigned or otherwise reimbursed to Buyer. Final readings and final billings for utilities will be made if possible , as of the Proration Tixx, xx xhich event no proration will be made at Proration Date with respect to utility bills. Seller will be entitled to all deposits presently in effect with the utility providers, and Buyer will be obligated to make its own arrangements for deposits with the utility providers. The provisions of this Section 7.2.6(a) will survive the Closing for a period of twelve (12) monthsBuyer’s property.

Prorations and Closing Costs. (a) (i) Seller and Buyer agree to adjust, as of 11:59 p.m. on the day immediately preceding the Closing Date (the "Proration Time"), the following (collectively, the "Proration Items"): any interest relating to the Pool II Loan, real estate and personal property taxes and assessments relating to the Property (subject to the terms of Section 7.2.6(b) below9.5(b)), utility bills and any other operating expenses relating to the Property (except as hereinafter provided), including, but not limited to, premiums relating to Environmental Insurance, in accordance with Section 2.5, fees and costs incurred in connection with complying with the ISRA requirements, and collected Rents (subject to the terms of Section 7.2.6(b9.5(b)) belowand Operating Expenses (subject to the terms of Section 9.5(c)) payable by the owner of the Property. Seller will be charged and credited for the amounts of all of the Proration Items relating to the period up to and including the Proration Time, and Buyer will be charged and credited for all of the Proration Items relating to the period after the Proration Time. At Closing, Buyer shall be entitled to a credit in the amount of the cash Tenant Deposits which exist at Closing. In addition, if any of the Tenant Deposits are in the form of letters of credit, such letters of credit shall be assigned to Cabot at Closing, if assignable. If any such letters of credit are not assignable, Seller shall reasonably cooperate with Buyer, provided that Seller shall not be responsible for incurring any expenses or liabilities beyond those which are de minimus, in order to have such letters of credit replaced with new letters of credit naming Cabot as the named beneficiary. Seller shall retain all of the cash accounts held by Cabot as of the Closing Date. No Such preliminary estimated Closing prorations shall be set forth on the a preliminary closing statement to be prepared by Seller and submitted to Buyer for Buyer's approval prior to the Closing Date (the "Closing Statement"). The Closing Statement, once agreed upon, shall be signed by Buyer and Seller and delivered to the Escrow AgentAgent for purposes of making the preliminary proration adjustment at Closing subject to the final cash settlement provided for below. No The preliminary proration shall be paid at Closing by Buyer to Seller (if the preliminary prorations result in a net credit to Seller) or by Seller to Buyer (if the preliminary prorations result in a net credit to Buyer) by increasing or reducing the cash to be delivered by Buyer in payment of the Purchase Price at the Closing. If the actual amounts of the Proration Items are not known as of the Proration Time, the prorations will be made at the Closing. All prorations will be made Closing on the Proration Date and shall be included in basis of the adjustments to be made at that time. In the event that such amounts cannot be determined by the Proration Date, adjustments will be made best evidence then available; thereafter, when actual figures are received (not to exceed 365 120 days after the Closingclosing), re-prorations will be made on the basis of the actual figures, and a final cash settlement will be made between Seller and Buyer. Except with respect to the Environmental Insurance, no No prorations will be made in relation to insurance premiums, and Seller's insurance policies will not be assigned to Buyer. Final readings and final billings xxxxxxxx for utilities will be made if possible as of the Proration TixxTime, xx xhich in which event no proration will be made at Proration Date Closing with respect to utility bills. Seller will be entitled to all deposits presently in effect with the utility providers, and Buyer will be obligated to make its own arrangements for deposits with the utility providers. The provisions of this Section 7.2.6(a) will survive the Closing for a period of twelve (12) months.

Prorations and Closing Costs. The following items shall be prorated and paid at Closing: (ai) ad valorem taxes on the Purchased Assets shall be prorated on a calendar year basis through the Closing Date; and (ii) assessments payable by Seller to the St. Xxxxx Property Owners' Association, Inc. shall be prorated through the Closing Date. All late listing penalties, if any, shall be paid by Seller at Closing. Seller shall be responsible for any documentary transfer taxes imposed by reason of the transfer of the Purchased Assets to Purchaser as provided herein and Buyer agree any deficiency, interest or penalty asserted with respect thereto. Purchaser shall pay the fees and costs of recording or filing the Deed. Seller shall be responsible for all utilities used on the Real Property or otherwise in connection with the Business prior to adjust, Closing and Purchaser shall be responsible for all such utilities used after Closing. Ad valorem taxes shall be prorated as of 11:59 p.m. on the day immediately preceding the Closing Date (based on the "Proration Time"), the following (collectively, the "Proration Items"): any interest relating to the Pool II Loan, real estate and personal property taxes and assessments relating to the Property (subject to the terms of Section 7.2.6(b) below), utility current tax bills and any other operating expenses relating to the Property (except as hereinafter provided), including, but not limited to, premiums relating to Environmental Insurance, in accordance with Section 2.5, fees and costs incurred in connection with complying with the ISRA requirements, and collected Rents (subject to the terms of Section 7.2.6(b) below). Seller will be charged and credited for the amounts of all Purchased Assets, if then available, or if not, on the basis of the Proration Items relating latest available tax figures and information. Should any proration be based on such latest available tax figures and information prove to the period up to and including the Proration Time, and Buyer will be charged and credited for all inaccurate on receipt of the Proration Items relating to tax bills for any of the period Purchased Assets for the year of the Closing, either Seller or Purchaser, as the case may be, may demand at any time after the Proration Time. At Closing, Buyer shall be entitled to a credit in Closing payment from the amount other correction of the cash Tenant Deposits which exist at Closingsuch malapportionment. In addition, if after the Closing there is an adjustment or reassessment by any of governmental authority with respect to, or affecting, any ad valorem taxes for any Purchased Assets for the Tenant Deposits are in the form of letters of credit, such letters of credit shall be assigned to Cabot at Closing, if assignable. If any such letters of credit are not assignable, Seller shall reasonably cooperate with Buyer, provided that Seller shall not be responsible for incurring any expenses or liabilities beyond those which are de minimus, in order to have such letters of credit replaced with new letters of credit naming Cabot as the named beneficiary. Seller shall retain all of the cash accounts held by Cabot as year of the Closing Date. No Closing prorations shall be set forth on the preliminary closing statement or any prior year, any additional tax payment for any Purchased Assets required to be prepared by Seller and submitted to Buyer for Buyer's approval prior to the Closing Date (the "Closing Statement"). The Closing Statement, once agreed upon, shall be signed by Buyer and Seller and delivered to the Escrow Agent. No prorations will be made at the Closing. All prorations will be made on the Proration Date and shall be included in the adjustments to be made at that time. In the event that such amounts cannot be determined by the Proration Date, adjustments will be made thereafter, when actual figures are received (not to exceed 365 days after the Closing), re-prorations will be made on the basis of the actual figures, and a final cash settlement will be made between Seller and Buyer. Except paid with respect to the Environmental Insurance, no prorations will year of the Closing shall be made in relation to insurance premiumsprorated between Purchaser and Seller, and Seller's insurance policies will not be assigned Seller agrees to Buyerpay its prorated portion of any such additional tax payment for the year of Closing, plus the entire amount of any such additional tax payment for any prior year, to Purchaser within ten days after receipt of written notice from Purchaser. Final readings and final billings If after the Closing there is an adjustment or reassessment by any governmental authority with respect to, or affecting, any ad valorem taxes for utilities will be made if possible as any Purchased Assets for the year of the Proration TixxClosing or any prior year, xx xhich event no proration will be made at Proration Date any refund for any Purchased Assets with respect to utility bills. Seller will the year of the Closing shall be entitled to all deposits presently in effect with the utility providersprorated between Purchaser and Seller, and Buyer will be obligated to make its own arrangements Seller shall receive the entire amount of any such refund for deposits with the utility providers. The provisions of this Section 7.2.6(a) will survive the Closing for a period of twelve (12) monthsany prior year.

Prorations and Closing Costs. (a) Seller and Buyer agree Subject to adjustthis Section 10.4 below, as of 11:59 p.m. on the day immediately preceding the Closing Date (the "Proration Time"), the following (collectively, the "Proration Items"): any interest relating to the Pool II Loan, all real estate and personal property taxes and assessments relating to assessments, including, without limitation, supplemental taxes, if any; water, sewer and utility charges (calculated on the Property (subject to basis of the terms of Section 7.2.6(b) belowperiod covered), utility bills ; and any other operating expenses relating normal to the Property (except operation and maintenance of the Property, shall all be prorated as hereinafter provided)of the Closing, includingon the basis of a 360 day year. If, but not limited to, premiums relating to Environmental Insurance, in accordance with Section 2.5, fees and costs incurred in connection with complying with the ISRA requirements, and collected Rents (subject prior to the terms of Section 7.2.6(b) below). Closing, Seller will be charged has commenced any contest or filed any objection with any applicable taxing authority as to real property taxes and credited assessments attributable to the Real Property for the amounts of all of the Proration Items relating period prior to the period up to and including the Proration Time, and Buyer will be charged and credited for all of the Proration Items relating to the period after the Proration Time. At Closing, Buyer shall be entitled to a credit in the amount of the cash Tenant Deposits which exist at Closing. In addition, if any of the Tenant Deposits are in the form of letters of credit, such letters of credit shall be assigned to Cabot at Closing, if assignable. If any such letters of credit are not assignableClosing Date, Seller shall reasonably cooperate with Buyer, provided that Seller shall not be responsible for incurring any expenses or liabilities beyond those which are de minimus, in order have the right to have continue such letters of credit replaced with new letters of credit naming Cabot as the named beneficiary. Seller shall retain all of the cash accounts held by Cabot as of proceeding following the Closing Date. No Closing prorations shall be set forth on the preliminary closing statement and any refunds attributable to be prepared by Seller and submitted to Buyer for Buyer's approval any period prior to the Closing Date (the "Closing Statement"). The Closing Statement, once agreed upon, shall be signed paid to and retained by Seller, and Buyer and shall have no interest therein. To the extent that Buyer is required by law to participate in any such tax contest, Buyer agrees to reasonably cooperate with Seller and delivered to the Escrow Agentin such proceeding. No prorations will be made at the Closing. All prorations will be made on the Proration Date and shall be included in the adjustments Any expense to be made at that time. In the event that such amounts prorated as provided above which cannot be determined by ascertained with certainty as of the Proration Date, adjustments will Closing Date shall be made thereafter, when actual figures are received (not to exceed 365 days after the Closing), re-prorations will be made prorated on the basis of the actual figures, parties’ reasonable estimates of such amounts and shall be the subject of a final cash settlement will proration as soon thereafter as the precise amounts can be made between ascertained, but in no event later than one hundred eighty (180) days after the Closing. A statement setting forth such agreed proration shall be delivered to the Title Company, provided the Title Company shall not be required to calculate any such prorations. Seller and Buyer. Except Buyer shall each cooperate with respect the other diligently and promptly to correct any errors in computations or estimates under this Section 10.4(a) and shall promptly pay to the Environmental Insuranceparty entitled thereto any refund, no prorations will be made in relation credit or other payment necessary to insurance premiums, and Seller's insurance policies will not be assigned to Buyer. Final readings and final billings for utilities will be made if possible as of the Proration Tixx, xx xhich event no proration will be made at Proration Date comply with respect to utility bills. Seller will be entitled to all deposits presently in effect with the utility providers, and Buyer will be obligated to make its own arrangements for deposits with the utility providers. The provisions of this Section 7.2.6(a10.4(a). This Section 10.4(a) will shall survive the Closing. Either party owing the other party a sum of money based on adjustments made to prorations after the Closing shall promptly pay that sum to the other party, together with interest thereon at the rate of ten percent (10%) per annum from the date of demand for a period payment to the date of twelve payment, if payment is not made within ten (1210) monthsdays after demand therefor.

Prorations and Closing Costs. 9.5.1 (a) Seller and Buyer agree to adjust, as of 11:59 p.m. on the day immediately preceding the Closing Date (the "Proration TimePRORATION TIME"), the following (collectively, the "Proration ItemsPRORATION ITEMS"): any interest relating to the Pool II Loan, real estate and personal property taxes and assessments relating to the Property (subject to the terms of Section 7.2.6(bSECTION 9.5.1(B) below), utility bills and any other operating expenses relating to the Property (except as hereinafter provided), including, but not limited to, premiums relating to Environmental Insurance, in accordance with Section 2.5, fees and costs incurred in connection with complying with the ISRA requirements, and collected Rents (subject to the terms of Section 7.2.6(bSECTION 9.5.1(B) below)) and Operating Expenses (subject to the terms of SECTION 9.5.1(C) below) payable by the owner of the Property. Seller will be charged and credited for the amounts of all of the Proration Items relating to the period up to and including the Proration Time, and Buyer will be charged and credited for all of the Proration Items relating to the period after the Proration Time. At Closing, Buyer shall be entitled to a credit in the amount of the cash Tenant Deposits which exist at Closing. In addition, if any of the Tenant Deposits are in the form of letters of credit, such letters of credit shall be assigned to Cabot at Closing, if assignable. If any such letters of credit are not assignable, Seller shall reasonably cooperate with Buyer, provided that Seller shall not be responsible for incurring any expenses or liabilities beyond those which are de minimus, in order to have such letters of credit replaced with new letters of credit naming Cabot as the named beneficiary. Seller shall retain all of the cash accounts held by Cabot as of the Closing Date. No Such preliminary estimated Closing prorations shall be set forth on the a preliminary closing statement to be prepared by Seller and submitted to Buyer for Buyer's approval prior to the Closing Date (the "Closing StatementCLOSING STATEMENT"). The Closing Statement, once agreed upon, shall be signed by Buyer and Seller and delivered to the Escrow AgentAgent for purposes of making the preliminary proration adjustment at Closing subject to the final cash settlement provided for below. No The preliminary proration shall be paid at Closing by Buyer to Seller (if the preliminary prorations result in a net credit to Seller) or by Seller to Buyer (if the preliminary prorations result in a net credit to Buyer) by increasing or reducing the cash to be delivered by Buyer in payment of the Purchase Price at the Closing. If the actual amounts of the Proration Items are not known as of the Proration Time, the prorations will be made at the Closing. All prorations will be made Closing on the Proration Date and shall be included in basis of the adjustments to be made at that time. In the event that such amounts cannot be determined by the Proration Date, adjustments will be made best evidence then available; thereafter, when actual figures are received (not to exceed 365 120 days after the Closingclosing), re-prorations will be made on the basis of the actual figures, and a final cash settlement will be made between Seller and Buyer. Except with respect to the Environmental Insurance, no No prorations will be made in relation to insurance premiums, and Seller's insurance policies will not be assigned to Buyer. Final readings and final billings xxxxxxxx for utilities will be made if possible as of the Proration TixxTime, xx xhich in which event no proration will be made at Proration Date Closing with respect to utility bills. Seller will be entitled to all deposits presently in effect with the utility providers, and Buyer will be obligated to make its own arrangements for deposits with the utility providers. The provisions of this Section 7.2.6(aSECTION 9.5.1(A) will survive the Closing for a period of twelve (12) months.

Prorations and Closing Costs. 9.5.1 (a1) Seller and Buyer agree to adjust, as of 11:59 p.m. on the day immediately preceding the Closing Date (the "“Proration Time"”), the following (collectively, the "“Proration Items"”): any interest relating to the Pool II Loan, real estate and personal property taxes and assessments relating to the Property (subject to the terms of Section 7.2.6(b9.5.1(b) below), utility bills and any other operating expenses relating to the Property (except as hereinafter provided), including, but not limited to, premiums relating to Environmental Insurance, in accordance with Section 2.5, fees and costs incurred in connection with complying with the ISRA requirements, and collected Rents (subject to the terms of Section 7.2.6(b9.5.1(b) below)) and Operating Expenses (subject to the terms of Section 9.5.1(c) below) payable by the owner of the Property. Seller will be charged and credited for the amounts of all of the Proration Items relating to the period up to and including the Proration Time, and Buyer will be charged and credited for all of the Proration Items relating to the period after the Proration Time. At Closing, Buyer shall be entitled to a credit in the amount of the cash Tenant Deposits which exist at Closing. In addition, if any of the Tenant Deposits are in the form of letters of credit, such letters of credit shall be assigned to Cabot at Closing, if assignable. If any such letters of credit are not assignable, Seller shall reasonably cooperate with Buyer, provided that Seller shall not be responsible for incurring any expenses or liabilities beyond those which are de minimus, in order to have such letters of credit replaced with new letters of credit naming Cabot as the named beneficiary. Seller shall retain all of the cash accounts held by Cabot as of the Closing Date. No Such preliminary estimated Closing prorations shall be set forth on the a preliminary closing statement to be prepared by Seller and submitted to Buyer for Buyer's ’s approval prior to the Closing Date (the "“Closing Statement"”). The Closing Statement, once agreed upon, shall be signed by Buyer and Seller and delivered to the Escrow AgentAgent for purposes of making the preliminary proration adjustment at Closing subject to the final cash settlement provided for below. No The preliminary proration shall be paid at Closing by Buyer to Seller (if the preliminary prorations result in a net credit to Seller) or by Seller to Buyer (if the preliminary prorations result in a net credit to Buyer) by increasing or reducing the cash to be delivered by Buyer in payment of the Purchase Price at the Closing. If the actual amounts of the Proration Items are not known as of the Proration Time, the prorations will be made at the Closing. All prorations will be made Closing on the Proration Date and shall be included in basis of the adjustments to be made at that time. In the event that such amounts cannot be determined by the Proration Date, adjustments will be made best evidence then available; thereafter, when actual figures are received (not to exceed 365 120 days after the Closingclosing), re-prorations will be made on the basis of the actual figures, and a final cash settlement will be made between Seller and Buyer. Except with respect to the Environmental Insurance, no No prorations will be made in relation to insurance premiums, and Seller's ’s insurance policies will not be assigned to Buyer. Final readings and final billings xxxxxxxx for utilities will be made if possible as of the Proration TixxTime, xx xhich in which event no proration will be made at Proration Date Closing with respect to utility bills. Seller will be entitled to all deposits presently in effect with the utility providers, and Buyer will be obligated to to, make its own arrangements for deposits with the utility providers. The provisions of this Section 7.2.6(a9.5.1(a) will survive the Closing for a period of twelve (12) months.