COLLECTED RENTS, OPERATING EXPENSES, PERSONAL PROPERTY
TAXES, OTHER OPERATING EXPENSES AND FEES, SHALL BE PRORATED AS OF THE CLOSING
DATE, SELLER BEING CHARGED OR CREDITED, AS APPROPRIATE, FOR ALL OF THE SAME
ATTRIBUTABLE TO THE PERIOD UP TO THE CLOSING DATE (AND CREDITED FOR ANY AMOUNTS
PAID BY SELLER ATTRIBUTABLE TO THE PERIOD ON OR AFTER THE CLOSING DATE, IF
ASSUMED BY PURCHASER) AND PURCHASER BEING RESPONSIBLE FOR, AND CREDITED OR
CHARGED, AS THE CASE MAY BE, FOR ALL OF THE SAME ATTRIBUTABLE TO THE PERIOD ON
AND AFTER THE CLOSING DATE.
SELLER SHALL PREPARE A PRORATION SCHEDULE (THE
"PRORATION SCHEDULE") OF THE ADJUSTMENTS DESCRIBED IN THIS SECTION 5.4 PRIOR TO
CLOSING AND SUBMITTED THE SAME TO PURCHASER FOR REVIEW AND REASONABLE APPROVAL.
SUCH ADJUSTMENTS SHALL BE PAID BY PURCHASER TO SELLER (IF THE PRORATIONS RESULT
IN A NET CREDIT TO SELLER) OR BY SELLER TO PURCHASER (IF THE PRORATIONS RESULT
IN A NET CREDIT TO PURCHASER FOR THE PROPERTY), BY INCREASING OR REDUCING THE
CASH TO BE PAID BY PURCHASER AT CLOSING FOR THE PROPERTY.
5.4.2
OPERATING EXPENSES.
ALL OF THE OPERATING, MAINTENANCE, TAXES
(OTHER THAN REAL ESTATE TAXES, SUCH AS RENTAL TAXES), AND OTHER EXPENSES
INCURRED IN OPERATING THE PROPERTY THAT SELLER CUSTOMARILY PAYS, AND ANY OTHER
COSTS INCURRED IN THE ORDINARY COURSE OF BUSINESS FOR THE MANAGEMENT AND
OPERATION OF THE PROPERTY, SHALL BE PRORATED ON AN ACCRUAL BASIS.
SELLER SHALL
PAY ALL SUCH EXPENSES THAT ACCRUE PRIOR TO CLOSING AND PURCHASER SHALL PAY ALL
SUCH EXPENSES THAT ACCRUE FROM AND AFTER THE CLOSING DATE.
5.4.3
UTILITIES.
THE FINAL READINGS AND FINAL BILLINGS FOR UTILITIES
WILL BE MADE IF POSSIBLE AS OF THE CLOSING DATE, IN WHICH CASE SELLER SHALL PAY
ALL SUCH BILLS AS OF THE CLOSING DATE AND NO PRORATION SHALL BE MADE AT THE
CLOSING WITH RESPECT TO UTILITY BILLS.
OTHERWISE, A PRORATION SHALL BE MADE
BASED UPON THE PARTIES' REASONABLE GOOD FAITH ESTIMATE AND A READJUSTMENT MADE
WITHIN 30 DAYS AFTER THE CLOSING, IF NECESSARY.
SELLER SHALL BE ENTITLED TO THE
RETURN OF ANY DEPOSIT(S) POSTED BY IT WITH ANY UTILITY COMPANY, AND SELLER SHALL
NOTIFY EACH UTILITY COMPANY SERVING THE PROPERTY TO TERMINATE ITS ACCOUNT,
EFFECTIVE AS OF NOON ON THE CLOSING DATE.
5.4.4
REAL ESTATE TAXES.
ANY REAL ESTATE AD VALOREM OR SIMILAR TAXES FOR THE PROPERTY, OR ANY
INSTALLMENT OF ASSESSMENTS PAYABLE IN INSTALLMENTS WHICH INSTALLMENT IS PAYABLE
IN THE CALENDAR YEAR OF CLOSING, SHALL BE PRORATED TO THE DATE OF CLOSING, BASED
UPON ACTUAL DAYS INVOLVED.
THE PRORATION OF REAL PROPERTY TAXES OR INSTALLMENTS
OF ASSESSMENTS SHALL BE BASED UPON ON THE ASSESSED VALUATION AND TAX RATE
FIGURES (ASSUMING PAYMENT AT THE EARLIEST TIME TO ALLOW FOR THE MAXIMUM POSSIBLE
DISCOUNT) FOR THE YEAR IN WHICH THE CLOSING OCCURS TO THE EXTENT THE SAME ARE
AVAILABLE; PROVIDED, HOWEVER, THAT IN THE EVENT THAT ACTUAL FIGURES (WHETHER FOR
THE ASSESSED VALUE OF THE PROPERTY OR FOR THE TAX RATE) FOR THE YEAR OF CLOSING
ARE NOT AVAILABLE AT THE