IN ACCORDANCE WITH SECTION 3.6 HEREOF.
5.3.6
RESOLUTIONS, CERTIFICATES OF GOOD STANDING, AND SUCH OTHER
ORGANIZATIONAL DOCUMENTS AS TITLE INSURER SHALL REASONABLY REQUIRE EVIDENCING
PURCHASER'S AUTHORITY TO CONSUMMATE THIS TRANSACTION.
5.3.7
ALL DOCUMENTS, INSTRUMENTS, GUARANTIES, LENDER FEES, REQUIRED LOAN FUND
AMOUNTS, AND OTHER ITEMS OR FUNDS REQUIRED BY THE APPLICABLE LENDER TO CAUSE THE
APPLICABLE LOAN ASSUMPTION AND RELEASE FOR SUCH PROPERTY.
5.3.8
SUCH NOTICES, TRANSFER DISCLOSURES, AFFIDAVITS OR OTHER SIMILAR
DOCUMENTS THAT ARE REQUIRED BY APPLICABLE LAW TO BE EXECUTED BY PURCHASER OR
OTHERWISE REASONABLY NECESSARY TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED UNDER
THE TERMS OF THIS CONTRACT.
5.4
CLOSING PRORATIONS AND ADJUSTMENTS
The prorations set forth in this Section 5.4 shall be on a
Property-by-Property basis and not between the Properties.
5.4.1
GENERAL.
WITH RESPECT TO EACH PROPERTY, ALL NORMAL AND CUSTOMARILY
PRORATABLE ITEMS, INCLUDING, WITHOUT LIMITATION, COLLECTED RENTS, OPERATING
EXPENSES, PERSONAL PROPERTY TAXES, OTHER OPERATING EXPENSES AND FEES, SHALL BE
PRORATED AS OF THE CLOSING DATE, THE APPLICABLE 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 THE APPLICABLE 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.
EACH SELLER SHALL PREPARE A PRORATION SCHEDULE (THE "PRORATION
SCHEDULE") OF THE ADJUSTMENTS DESCRIBED IN THIS SECTION 5.4 PRIOR TO CLOSING AND
SHALL USE GOOD FAITH EFFORTS TO DELIVER SUCH PRORATION SCHEDULE TWO (2) DAYS
PRIOR TO CLOSING.
5.4.2
OPERATING EXPENSES.
WITH RESPECT TO EACH PROPERTY, ALL OF THE
OPERATING, MAINTENANCE, TAXES (OTHER THAN REAL ESTATE TAXES), AND OTHER EXPENSES
INCURRED IN OPERATING SUCH PROPERTY THAT SUCH SELLER CUSTOMARILY PAYS, AND ANY
OTHER COSTS INCURRED IN THE ORDINARY COURSE OF BUSINESS FOR THE MANAGEMENT AND
OPERATION OF SUCH PROPERTY, SHALL BE PRORATED ON AN ACCRUAL BASIS.
EACH SELLER
SHALL PAY ALL SUCH EXPENSES THAT ACCRUE PRIOR TO THE CLOSING DATE AND PURCHASER
SHALL PAY ALL SUCH EXPENSES THAT ACCRUE FROM AND AFTER THE CLOSING DATE.
5.4.3
UTILITIES.
WITH RESPECT TO EACH PROPERTY, THE FINAL READINGS AND FINAL
BILLINGS FOR UTILITIES WILL BE MADE IF POSSIBLE AS OF THE CLOSING DATE, IN WHICH
CASE EACH 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.
EACH SELLER SHALL BE ENTITLED TO THE RETURN OF ANY DEPOSIT(S)
POSTED BY IT WITH ANY UTILITY COMPANY, AND SUCH SELLER SHALL NOTIFY EACH UTILITY
COMPANY SERVING ITS 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 A
PROPERTY, OR ANY INSTALLMENT OF ASSESSMENTS PAYABLE IN INSTALLMENTS WHICH
INSTALLMENT IS PAYABLE IN THE CALENDAR YEAR OF