DOCUMENTS AS ARE REASONABLY REQUESTED BY SELLER OR
LENDER
AND THAT ARE IN PURCHASER'S REASONABLE POSSESSION OR CONTROL OR ARE
NECESSARY TO CONSUMMATE THE TRANSACTIONS HEREIN CONTEMPLATED IN ACCORDANCE WITH
THE TERMS OF THE CONTRACT.
5.4
CLOSING PRORATIONS AND ADJUSTMENTS.
5.4.1
GENERAL.
ALL NORMAL AND CUSTOMARILY PRORATABLE ITEMS, INCLUDING,
WITHOUT LIMITATION, COLLECTED RENTS, OPERATING EXPENSES, PERSONAL PROPERTY
TAXES, OTHER OPERATING INCOME, REVENUE, EXPENSES AND FEES, SHALL BE PRORATED AS
OF THE CLOSING DATE, SELLER BEING CHARGED OR CREDITED, AS APPROPRIATE, FOR ALL
OF SAME ATTRIBUTABLE TO THE PERIOD UP TO AND INCLUDING THE CALENDAR DAY PRIOR 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.
5.4.2
OPERATING EXPENSES.
ALL OF THE OPERATING, MAINTENANCE, TAXES
(OTHER THAN REAL ESTATE 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 THE CLOSING DATE 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.
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
SELLER'S ACCOUNT, EFFECTIVE AS OF NOON ON THE CLOSING DATE.
5.4.4
REAL ESTATE TAXES.
ANY PERSONAL PROPERTY TAXES, REAL ESTATE TAXES,
AD VALOREM OR SIMILAR TAXES OR ASSESSMENTS 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 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 CLOSING DATE, THE PRORATION SHALL BE MADE USING FIGURES
FROM THE PRECEDING YEAR (ASSUMING PAYMENT