Common use of Closing Prorations and Adjustments Clause in Contracts

Closing Prorations and Adjustments. (a) A rent roll (updated to within five (5) days prior to the Distribution Date) and a proposed statement of prorations and other adjustments shall be prepared by Investor LLC in conformity with the provisions of this Agreement not less than five (5) business days prior to the Distribution Date. For purposes of prorations, the Distribution shall be deemed to have occurred as of 12:01 a.m. on the Distribution Date. The following items are to be prorated or adjusted, as the case may require, as of the Distribution Date, and shall constitute adjustments to the Cash Redemption Payment: (i) real estate and personal property taxes and assessments (prorated on the basis of 100% of the most recent ascertainable ▇▇▇▇); (ii) the base rent payable by tenants under the Tenant Leases for the month in which the Distribution Date occurs; provided, however, that rent and all other sums which are due and payable to the Distributed LLC's by any tenant but uncollected as of the Distribution Date shall not be adjusted, but Investor LLC shall use diligent efforts to collect said past-due rents and shall cause the rent and other sums for the period prior to the Distribution Date to be remitted to the Partnership if, as and when collected. On the Distribution Date, the Partnership shall deliver to Investor LLC a schedule (prepared by the Partnership as of the most recent date available) of all such past due but uncollected rent and other sums owed by tenants. Investor LLC shall promptly remit to the Partnership any such rent or other sums paid by scheduled tenants, but only if a deficiency in the then current rent is not thereby created. Investor LLC shall ▇▇▇▇ tenants who owe rent for periods prior to the Distribution Date on a monthly basis for six consecutive months following the Distribution Date. In the case of percentage rents, it is the intent of the parties that the Partnership (directly or through its ownership of the Distributed LLC's prior to the Effective Time) shall be entitled to any percentage rent payments, if any, to the extent accrued through the Distribution Date. In the case of pass-throughs for taxes and expenses, it is the intent of the parties that the Partnership (directly or through its ownership of the Distributed LLC's prior to the Effective Time) shall be entitled to an amount equal to the total payments due from tenants for the 2000 calendar year or other collection period under the applicable Tenant Lease in which the Distribution Date occurs, multiplied by a fraction, the numerator of which is the actual taxes or expenses paid by the Partnership (directly or through its ownership of the Distributed LLC's prior to the Effective Time) or with respect to which Investor LLC has received a credit in connection with the Distribution, and the denominator of which is the total taxes and expenses for said calendar year or other collection period. Investor LLC shall use diligent efforts to collect all percentage rents and pass-throughs with respect to which the Partnership is entitled to share pursuant to this clause (ii), and shall not waive or modify in any material respect the obligation of any tenant under a Tenant Lease, to the detriment of the Partnership, without the Partnership's prior written consent. If any amount owed by a tenant under a Tenant Lease remains delinquent for more than ninety (90) days past the date on which said amount was due, and if the Partnership has the right to share in all or any portion of said amount pursuant to this clause (ii), then the Partnership shall have the right, at its sole cost, to enforce the obligation of said tenant under said Tenant Lease (and this clause (ii), without more, constitutes an assignment of said right of enforcement), but in no event may the Partnership seek to evict any tenant or terminate any Tenant Lease. From and after the Distribution Date, Investor LLC shall certify monthly, as to all income (broken into categories of income) received under all Tenant Leases until all of Investor LLC's obligations under this Section 2.6 have been satisfied in full, but in no event to exceed a period equal to six (6) months from the Distribution Date. Upon prior reasonable written notice, the Partnership shall have the right to inspect and review Investor LLC's books and records, and shall have the right to engage an accounting firm to audit said books and records, which audit shall be at Investor LLC's expense if it discloses that any category of income with respect to which the Partnership is entitled to share pursuant hereto was more than three percent (3%) greater than the amounts certified by Investor LLC for the period of time in question. (iii) water, electric, telephone and all other utility charges, and any assignable deposits with utility companies (said assignable deposits being credited to the Partnership) (to the extent possible, utility prorations will be handled by meter readings on the Distribution Date); (iv) amounts due and prepayments, if any, under all contracts, agreements, leases and licenses (including equipment leases, but excluding Tenant Leases and the Property-level Debt Instruments); (v) assignable license and permit fees; (vi) interest on any assumed Property-level Debt; (vii) other expenses of operation and similar items (including workers' compensation payments, if any) customarily prorated in connection with real estate closings for similar properties in the locality in question (provided that all Capital Expenditures made after June 1, 2000 shall be treated as provided in the definition of Agreed Retail Property Value); (viii) The Partnership shall receive a credit for all cash in any bank accounts of the Distributed LLC's as of the Distribution Date; and (ix) The Partnership shall be responsible for paying all premiums, fees and other costs associated with the maintenance or termination of any insurance policies maintained by the Partnership or the Distributed LLC's prior to the Distribution Date with respect to the Retail Properties, and shall be entitled to any refunds of unearned premiums with respect to prepaid insurance amounts in connection with the termination of said policies. Any proration (other than general real estate and personal property taxes) which must be estimated on the Distribution Date shall be re-prorated and finally adjusted as soon as practicable after the Distribution Date; otherwise, all prorations shall be final. In the case of pass-throughs for general real estate taxes and expenses, the parties shall project in good faith what the amount of the final proration will be at the end of the lease fiscal year in question (or other collection period under the applicable Tenant Lease) and shall use such projection as the basis for the proration adjustment on the Distribution Date, subject to readjustment within thirty (30) days after the close of the fiscal year for each Tenant Lease (or other collection period under the applicable Tenant Lease).

Closing Prorations and Adjustments. (a) A rent roll (updated to within five (5) 15 days prior to the Distribution Date) and a proposed statement of prorations and other adjustments shall be prepared by Investor LLC Merry Land Properties in conformity with the provisions of this Agreement not less than five three (53) business days prior to the Distribution Date. For purposes of prorations, the Distribution Transfer shall be deemed to have occurred as of 12:01 a.m. on the Distribution Date. The following items are to be prorated or adjusted, as the case may require, as of the Distribution Date, and shall constitute adjustments to the Cash Redemption Payment: (i) A. real estate and personal property taxes and assessments (prorated on the basis of 100% the amount of real estate tax liabilities for the Transferred Properties that is reflected on Merry Land's balance sheet as of the most recent ascertainable ▇▇▇▇Distribution Date); (ii) B. the base rent payable by tenants under the Tenant Leases for the month in which the Distribution Date occursLeases; provided, however, that rent and all other sums which are due and payable to the Distributed LLC's Merry Land by any tenant but uncollected as of the Distribution Date shall not be adjusted, but Investor LLC Merry Land Properties shall use diligent efforts to collect said past-due rents and shall cause the rent and other sums for the period prior to the Distribution Date to be remitted to the Partnership Merry Land if, as and when collected. On the Distribution Date, the Partnership Merry Land shall deliver to Investor LLC Merry Land Properties a schedule (prepared by the Partnership Merry Land as of the most recent date available) of all such past due but uncollected rent and other sums owed by tenants. Investor LLC Merry Land Properties shall promptly remit to the Partnership Merry Land any such rent or other sums paid by scheduled tenants, but only if a deficiency in the then current rent is not thereby created. Investor LLC Merry Land Properties shall ▇▇▇▇ tenants who owe rent for periods prior to the Distribution Date on a monthly basis for six consecutive months following the Distribution Date. In the case of percentage rents, it is the intent of the parties that the Partnership For amounts due Merry Land not collected within thirty (directly or through its ownership of the Distributed LLC's prior to the Effective Time30) shall be entitled to any percentage rent payments, if any, to the extent accrued through days after the Distribution Date. In the case of pass-throughs for taxes and expenses, it is the intent of the parties that the Partnership (directly or through its ownership of the Distributed LLC's prior to the Effective Time) Merry Land shall be entitled to an amount equal to the total payments due from tenants for the 2000 calendar year or other collection period under the applicable Tenant Lease in which the Distribution Date occurs, multiplied by a fraction, the numerator of which is the actual taxes or expenses paid by the Partnership (directly or through its ownership of the Distributed LLC's prior to the Effective Time) or with respect to which Investor LLC has received a credit in connection with the Distribution, and the denominator of which is the total taxes and expenses for said calendar year or other collection period. Investor LLC shall use diligent efforts to collect all percentage rents and pass-throughs with respect to which the Partnership is entitled to share pursuant to this clause (ii), and shall not waive or modify in any material respect the obligation of any tenant under a Tenant Lease, to the detriment of the Partnership, without the Partnership's prior written consent. If any amount owed by a tenant under a Tenant Lease remains delinquent for more than ninety (90) days past the date on which said amount was due, and if the Partnership has have the right to share in all or any portion of said amount pursuant ▇▇▇ to this clause collect same (ii), then the Partnership and Merry Land shall have the right, at its sole cost, right to enforce the obligation continue any eviction action in process as of said tenant under said Tenant Lease (and this clause (ii), without more, constitutes an assignment of said right of enforcementDistribution Date), but in no event may the Partnership Merry Land seek to evict any tenant or terminate any Tenant Lease. From and after .; C. the Distribution Datefull amount of security deposits paid under the Tenant Leases, Investor LLC shall certify monthlyto the extent unapplied, as together with interest thereon if required by law or otherwise; provided that (to all income (broken into categories of incomethe extent permitted by applicable law) received under all Tenant Leases until all of Investor LLC's obligations under this Section 2.6 have been satisfied in full, but in no event to exceed a period equal to six (6) months from the Distribution Date. Upon prior reasonable written notice, the Partnership Merry Land shall have the right to inspect apply security deposits, if any, against delinquent rents and review Investor LLC's books and records, and shall have other obligations of the right to engage an accounting firm to audit said books and records, which audit shall be at Investor LLC's expense if it discloses that any category of income with respect to which the Partnership is entitled to share pursuant hereto was more than three percent (3%) greater than the amounts certified by Investor LLC for the period of time in question.tenants; (iii) D. water, electric, telephone and all other utility charges, and any assignable deposits with utility companies (said assignable deposits being credited to the PartnershipMerry Land) (to the extent possible, utility prorations will be handled by meter readings on the Distribution Date); (iv) E. amounts due and prepayments, if any, prepayments under all contracts, agreements, leases and licenses (including equipment leases, but excluding Tenant Leases and the Property-level Debt Instruments)Other Contracts or Equipment Leases; (v) F. assignable license and permit fees; (vi) interest on any assumed Property-level DebtG. amounts payable in connection with the Clay Contracts; (vii) H. other expenses of operation and similar items (including workers' compensation payments, if any) customarily prorated in connection with real estate closings for similar properties in the locality in question (provided that all Capital Expenditures made after June 1, 2000 shall be treated as provided in the definition of Agreed Retail Property Value); (viii) The Partnership shall receive a credit for all cash in any bank accounts of the Distributed LLC's as of the Distribution Datequestion; and (ix) The Partnership I. Merry Land shall be responsible for paying all premiums, fees and other costs associated with the maintenance or termination of any insurance policies maintained by the Partnership or the Distributed LLC's Merry Land prior to the Distribution Date with respect to the Retail Properties, and shall be entitled to any refunds of unearned premiums with respect to prepaid insurance amounts in connection with the termination of said policies. The net amount of any prorations shall be paid in cash on the Distribution Date to Merry Land or Merry Land Properties, as the case may be, by the other party. Any proration (other than general real estate and personal property taxes) which must be estimated on the Distribution Date shall be re-prorated and finally adjusted as soon as practicable after the Distribution Date; otherwise, all prorations shall be final. In the case of pass-throughs for general real estate taxes and expenses, the parties shall project in good faith what the amount of the final proration will be at the end of the lease fiscal year in question (or other collection period under the applicable Tenant Lease) and shall use such projection as the basis for the proration adjustment on the Distribution Date, subject to readjustment within thirty (30) days after the close of the fiscal year for each Tenant Lease (or other collection period under the applicable Tenant Lease).

Closing Prorations and Adjustments. (a) A rent roll (updated to within five (5) days prior to the Distribution Date) and a proposed statement Statements of prorations and other adjustments shall be prepared by Investor LLC Seller in conformity with the provisions of this Agreement and submitted to Purchaser for review and approval not less than five three (53) business days prior to the Distribution Closing Date. For purposes of prorations, the Distribution Purchaser shall be deemed to have occurred as the owner of 12:01 a.m. the Property on the Distribution Closing Date. The In addition to prorations and other adjustments that may otherwise be provided for in this Agreement, the following items are to be prorated or adjusted, as the case may require, as of the Distribution Closing Date, and shall constitute adjustments to the Cash Redemption Payment: (i) If not paid by the Tenants pursuant to the Leases (the “Tenants”), real estate and personal property taxes and assessments (initially prorated on the basis of 100% of the most recent ascertainable ▇▇▇▇, but subject to reproration upon issuance of the actual ▇▇▇▇ therefor to effectuate the actual proration), provided that Seller shall pay prior to Closing or give Purchaser a credit at Closing for, the amount of all installments of special assessments levied prior to Closing and which are payable after Closing; (ii) Seller and Purchaser shall prorate the base rent rent, charges and other amounts payable by tenants under the Tenant Leases Tenants to Seller for the month in which the Distribution Date occurs; providedof Closing, however, that rent and all other sums including expense “pass-throughs” which are due for the month of Closing. With respect to rent, charges and other amounts payable by Tenants to Seller (including expense “pass-throughs”) for months prior to the Distributed LLC's by any tenant month of Closing (“Delinquent Amounts”), Purchaser shall make a commercially reasonable good faith effort to collect such Delinquent Amounts for a period of three months following Closing), but uncollected as of the Distribution Date Purchaser shall not be adjustedrequired to take legal action with respect to Delinquent Amounts. At Closing, but Investor LLC Seller shall use diligent efforts deliver to collect said pastPurchaser a schedule of all Delinquent Amounts. Notwithstanding the foregoing or any direction from Tenants to the contrary, rental and other payments received by Purchaser from Tenants shall first be applied toward Purchaser’s actual out-due rents and shall cause of-pocket costs of collection, then toward the payment of rent and other sums charges owed to Purchaser for periods after the period prior Closing, and any excess monies received shall be applied toward the payment of Delinquent Amounts. Purchaser may not waive any Delinquent Amounts or modify any Lease so as to the Distribution Date to be remitted to the Partnership if, as and when collected. On the Distribution Date, the Partnership shall deliver to Investor LLC a schedule (prepared by the Partnership as of the most recent date available) of all such past due but uncollected rent and other sums reduce amounts or charges owed by tenants. Investor LLC shall promptly remit to the Partnership under any such rent or other sums paid by scheduled tenants, but only if a deficiency in the then current rent is not thereby created. Investor LLC shall ▇▇▇▇ tenants who owe rent Lease for periods prior to the Distribution Date on a monthly basis for six consecutive months following the Distribution Date. In the case of percentage rents, it is the intent of the parties that the Partnership (directly or through its ownership of the Distributed LLC's prior to the Effective Time) shall be entitled to any percentage rent payments, if any, to the extent accrued through the Distribution Date. In the case of pass-throughs for taxes and expenses, it is the intent of the parties that the Partnership (directly or through its ownership of the Distributed LLC's prior to the Effective Time) shall be entitled to an amount equal to the total payments due from tenants for the 2000 calendar year or other collection period under the applicable Tenant Lease in which the Distribution Date occurs, multiplied by a fraction, the numerator of which is the actual taxes or expenses paid by the Partnership (directly or through its ownership of the Distributed LLC's prior to the Effective Time) or with respect to which Investor LLC has received a credit in connection with the Distribution, and the denominator of which is the total taxes and expenses for said calendar year or other collection period. Investor LLC shall use diligent efforts to collect all percentage rents and pass-throughs with respect to which the Partnership Seller is entitled to receive a share pursuant to this clause (ii), and shall not waive of charges or modify in any material respect the obligation of any tenant under a Tenant Lease, to the detriment of the Partnershipamounts, without first obtaining the Partnership's prior written consent. If any amount owed by a tenant under a Tenant Lease remains delinquent for more than ninety (90) days past the date on which said amount was due, consent of Seller and if the Partnership has the right to share in all or any portion of said amount pursuant to this clause (ii), then the Partnership shall have the right, at its sole cost, to enforce the obligation of said tenant under said Tenant Lease (and this clause (ii), without more, constitutes an assignment of said right of enforcement), but in no event may the Partnership seek to evict any tenant or terminate any Tenant Lease. From and after the Distribution Date, Investor LLC shall certify monthly, as to all income (broken into categories of income) received under all Tenant Leases until all of Investor LLC's obligations under this Section 2.6 have been satisfied in full, but in no event to exceed a period equal to six (6) months from the Distribution Date. Upon prior reasonable written notice, the Partnership Seller shall have the right to inspect collect same after Closing. Purchaser shall make year-end reconciliations of reimbursements owed by Tenants under the Leases to the landlord thereunder of the Tenants’ share of property taxes and review Investor LLC's books assessments, insurance premiums, common area maintenance and recordsother expenses related to the operation of the Property for the calendar year 2016 (collectively, “Reimbursable Tenant Expenses”). In order to enable Purchaser to make any year-end reconciliations of Reimbursable Tenant Expenses for calendar year 2016, Seller shall deliver to Purchaser, in writing, within sixty (60) days after the Closing Date, the Reimbursable Tenant Expenses actually paid or incurred by Seller for the portion of the calendar year 2016 during which Seller owned the Property (“Seller’s Actual Reimbursable Tenant Expenses”) and the Tenants’ reimbursements for such Reimbursable Tenant Expenses actually paid to Seller by Tenants for the portion of the calendar year 2016 during which Seller owned the Property (“Seller’s Actual Tenant Reimbursements”). On or before March 31, 2017, Purchaser shall deliver to Seller a reconciliation statement (the “Reconciliation Statement”) setting forth (i) the Actual Reimbursable Tenant Expenses paid or incurred during calendar year 2016, (ii) the Actual Tenant Reimbursements actually paid in calendar year 2016, and shall have (iii) a calculation of the right to engage an accounting firm to audit said books and recordsdifference between the two (i.e., which audit shall be at Investor LLC's expense if it discloses establishing that any category of income with respect to which the Partnership is entitled to share pursuant hereto was Actual Reimbursable Tenant Expenses were either more than three percent (3%) greater or less than the amounts certified Actual Tenant Reimbursements for the calendar year 2016), with Purchaser utilizing the information delivered to Purchaser by Investor LLC Seller related to the period of the calendar year 2016 which is prior to the Closing Date. Any amount due Seller pursuant to the foregoing calculation (in the event Seller’s Actual Tenant Reimbursements for the period January 1 to the date prior to Closing are less than Seller’s Actual Reimbursable Tenant Expenses for the same period) or Purchaser (in the event the Actual Tenant Reimbursements are more than the Actual Reimbursable Tenant Expenses), as the case may be, shall be paid by Purchaser to Seller within fourteen (14) business days after Purchaser has collected such sums from any tenant who owes same, or if Seller owes Purchaser for any such sum, Seller shall pay to Purchaser within fourteen (14) business days after delivery of time the Reconciliation Statement to Seller, all such sums owed by Seller to Purchaser. If Purchaser is paid any such amount by Seller, Purchaser thereafter shall be obligated to promptly remit the applicable portion to the Tenants entitled thereto. If Purchaser has transferred its interest in question.the Property to a successor-in-interest or assignee prior to such date, then, on or before the transfer of its interest in the Property, Purchaser shall (i) in writing expressly obligate such successor-in-interest or assignee to be bound by the provisions of this Section, and (ii) deliver written notice of such transfer to Seller, and thereafter Seller shall make the deliveries specified above to Purchaser’s successor-in-interest or assignee. Seller’s Reconciliation Statement shall be final and binding for purposes of this Contract; (iii) the full amount of the security deposits, paid under the Leases, if any, and not theretofore applied, together with interest thereon to the extent any interest is required by law or otherwise to be paid to the Tenants, shall be delivered by Seller to Purchaser on the date of Closing. Prior to the Closing, Seller shall not apply the security deposit; (iv) water, electric, telephone and all other utility chargesand fuel charges not paid by the Tenants under the Leases shall be prorated ratably on the basis of the last ascertainable bills (and reprorated upon receipt of the actual bills or invoices) unless final meter readings and final invoices can be obtained. To the extent practicable, if Tenants do not pay the water, electric, telephone and any assignable deposits with other utility companies (said assignable deposits being credited charges pursuant to the PartnershipLeases, Seller shall cause meters for utilities to be read not more than one (1) (business day prior to the extent possible, utility prorations will be handled by meter readings on the Distribution Date); (iv) amounts due and prepayments, if any, under all contracts, agreements, leases and licenses (including equipment leases, but excluding Tenant Leases and the Property-level Debt Instruments)date of Closing; (v) amounts paid or owing under any Assumed Service Contracts, if any; (vi) assignable license and permit fees; (vi) interest on any assumed Property-level Debt; (vii) other expenses of operation and similar items (including workers' compensation payments, if any) customarily prorated in connection with real estate closings for similar properties in the locality in question (provided that all Capital Expenditures made after June 1, 2000 shall be treated as provided in the definition of Agreed Retail Property Value)items; (viii) The Partnership Seller shall be responsible for all leasing commissions and other leasing costs due and payable prior to the Effective Date with respect to the Leases. Purchaser shall be responsible for all leasing commissions and other leasing costs attributable to the Leases or the renewal, extension or expansion of the Leases due and payable after the Effective Date. If Seller has, prior to the Closing, paid any leasing commissions or other leasing costs which are Purchaser’s responsibility hereunder, Seller will receive a credit for all cash same from Purchaser at the Closing. Purchaser shall have no obligation to pay for any leasing commissions in any bank accounts connection with the initial terms of the Distributed LLC's as of the Distribution Date; andLeases. This subsection shall survive Closing; (ix) The Partnership scheduled improvements to the elevators located in the building (the “Elevator Work”) shall be the responsibility of Seller. Purchaser and Seller acknowledge and agree that the estimated cost of the Elevator Work is Eighty-Six Thousand and 00/100 Dollars ($86,000.00) and that the Elevator Work will not be complete by the date of Closing. Irrespective of the actual cost and timing of the Elevator Work, Seller is solely responsible for contracting and paying all premiumsfor the Elevator Work. At Closing, fees Escrowee shall retain Eighty-Six Thousand and other costs associated with 00/100 Dollars ($86,000.00) of the maintenance Cash Balance (the “Holdback”) in escrow pursuant to the Escrow Agreement attached hereto as Exhibit E until Seller’s architect or termination of any insurance policies maintained engineer, duly certified and licensed by the Partnership State of North Carolina, delivers to Escrowee (copied to Buyer) a certification that the Elevator Work is complete. Upon receipt of said certification, Escrowee shall release the Holdback to Seller; and (x) All obligations to pay Tenant improvement work owed or to be owed in connection with extension or renewal terms of the Distributed LLC's Leases shall be paid by Purchaser when due after the Closing Date without an adjustment to the Purchase Price. Notwithstanding the foregoing, to the extent any portion of the term of the Leases for which Purchaser shall pay the Tenant improvement cost in connection therewith occurs prior to the Distribution Date Closing Date, the amount of the Purchase Price will be reduced by a pro rata share of such cost based upon the percentage of such term (exclusive of any renewal options) which occurs prior to the Closing Date. Except with respect to the Retail Properties, and shall be entitled to any refunds of unearned premiums with respect to prepaid insurance amounts in connection with the termination of said policies. Any proration (other than general real estate and personal property taxestaxes (which shall be reprorated upon the issuance of the actual bills, if necessary), and expense “pass throughs” (which shall be trued up within the sixty (60) day period set forth above) any proration which must be estimated on the Distribution Date at Closing shall be re-prorated reprorated and finally adjusted as soon as practicable after the Distribution Date; otherwiseClosing Date with any refunds payable to Seller or Purchaser to be made as soon as practicable after such amounts are determined, otherwise all prorations shall be final. In the case of pass-throughs for general real estate taxes and expenses, the parties Amounts on deposit with utility companies shall project in good faith what the amount of the final proration will be at the end of the lease fiscal year in question disclosed to Purchaser within ten (or other collection period under the applicable Tenant Lease) and shall use such projection as the basis for the proration adjustment on the Distribution Date, subject to readjustment within thirty (3010) days after the close Effective Date and shall not be prorated; provided, however, that promptly following the Closing, Purchaser shall substitute its own deposit for any amounts on deposit with utility companies and shall refund to Seller any portion of Seller’s deposit which is refunded by the fiscal year for each Tenant Lease (or other collection period under utility company. The rights, covenants and obligations contained in this Paragraph 5(c) shall survive the applicable Tenant Lease)Closing.

Closing Prorations and Adjustments. (ai) A rent roll (updated to within five (5) days prior to the Distribution Date) and a proposed statement of prorations and other adjustments shall be prepared agreed upon by Investor LLC in conformity with the provisions of this Agreement not less than five (5) business days Assignee and Owners prior to the Distribution DateClosing. For purposes of prorations, the Distribution GP Assignee and Assignee shall be deemed to have occurred as the owner of 12:01 a.m. all of the Initial Partnership Interests on the Distribution Closing Date. The In addition to prorations and other adjustments that may otherwise be provided for in this Agreement, the following items are to be prorated or adjusted, as the case may require, as of the Distribution Closing Date, and shall constitute adjustments to the Cash Redemption Payment: (ia) Since the Tenant under the Lease is obligated to pay all real estate and personal property taxes and assessments (prorated on the basis assessments, all water, sewer and other utility charges and all insurance premiums and charges, there shall be no proration or adjustment of 100% of the most recent ascertainable ▇▇▇▇);these items at Closing. (iib) the base The minimum rent payable by tenants Tenant under the Tenant Leases for the month in which the Distribution Date occursLease; provided, however, that rent and all other sums which are due and payable to the Distributed LLC's Partnership by any tenant the Tenant under the Lease but uncollected as of the Distribution Date Closing shall not be adjusted, but Investor LLC shall use diligent efforts to collect said past-due rents and Assignee shall cause the rent and other sums for the period prior to the Distribution Date Closing to be remitted to the Partnership Owners if, as and when collected. On the Distribution Date, the Partnership shall deliver to Investor LLC a schedule . (prepared by the Partnership as of the most recent date availablec) of all such past Amounts due but uncollected rent and other sums owed by tenants. Investor LLC shall promptly remit to the Partnership any such rent or other sums paid by scheduled tenants, but only if a deficiency in the then current rent is not thereby created. Investor LLC shall ▇▇▇▇ tenants who owe rent for periods prior to the Distribution Date on a monthly basis for six consecutive months following the Distribution Date. In the case of percentage rents, it is the intent of the parties that the Partnership (directly or through its ownership of the Distributed LLC's prior to the Effective Time) shall be entitled to any percentage rent payments, if any, to the extent accrued through the Distribution Date. In the case of pass-throughs for taxes and expenses, it is the intent of the parties that the Partnership (directly or through its ownership of the Distributed LLC's prior to the Effective Time) shall be entitled to an amount equal to the total payments due from tenants for the 2000 calendar year or other collection period prepayments under the applicable Tenant Lease in which the Distribution Date occursManagement Contract. (d) Assignable license and permit fees. (e) Other expenses of operation and similar items (including, multiplied by a fractionwithout limitation, the numerator payments of which is the actual taxes or expenses paid by the Partnership (directly or through its ownership of the Distributed LLC's prior to the Effective Time) or with respect to which Investor LLC has received a credit in connection with the Distribution, and the denominator of which is the total taxes and expenses for said calendar year or other collection period. Investor LLC shall use diligent efforts to collect all percentage rents and pass-throughs with respect under service contracts to which the Partnership is entitled to share pursuant to this clause a party). (ii), ) At Closing and shall not waive or modify in at any material respect the obligation of any tenant under a Tenant Lease, to the detriment of the Partnership, without the Partnership's time prior written consent. If any amount owed by a tenant under a Tenant Lease remains delinquent for more than ninety (90) days past the date on which said amount was due, and if the Partnership has the right to share in all or any portion of said amount pursuant to this clause (ii), then the Partnership shall have the right, at its sole cost, to enforce the obligation of said tenant under said Tenant Lease (and this clause (ii), without more, constitutes an assignment of said right of enforcement), but in no event may the Partnership seek to evict any tenant or terminate any Tenant Lease. From and after the Distribution Date, Investor LLC shall certify monthly, as to all income (broken into categories of income) received under all Tenant Leases until all of Investor LLC's obligations under this Section 2.6 have been satisfied in full, but in no event to exceed a period equal to six (6) months from the Distribution Date. Upon prior reasonable written noticethereto, the Partnership shall have the right to inspect spend and/or distribute to Owners any and review Investor LLC's books all of the cash held by the Partnership; and records, and Assignee shall have the no right or interest in or to engage an accounting firm to audit said books and records, which audit shall be at Investor LLC's expense if it discloses that any category of income with respect to which the Partnership is entitled to share pursuant hereto was more than three percent (3%) greater than the amounts certified by Investor LLC for the period of time in questionsuch cash. (iii) waterOwners shall retain all rights to receive the return of all sums deposited with and held in escrow by or on behalf of any lender under the Existing Mortgages, electric, telephone including without limitation tax and all other utility chargesinsurance escrows, and any assignable deposits with utility companies (said assignable deposits being credited such sums paid to Assignee shall forthwith be remitted to the Partnership) (Owners; provided, however, that with respect to any of the extent possible, utility prorations will be handled by meter readings Existing Mortgages that is not repaid on the Distribution Closing Date); (iv) amounts due and prepayments, if anyat Owners' option the amount of such deposits held in escrow, under all contracts, agreements, leases and licenses (including equipment leases, but excluding Tenant Leases and the Property-level Debt Instruments); (v) assignable license and permit fees; (vi) interest on any assumed Property-level Debt; (vii) other expenses of operation and similar items (including workers' compensation payments, if any) customarily prorated in connection with real estate closings for similar properties in the locality in question (provided that all Capital Expenditures made after June 1, 2000 shall be treated as provided in the definition of Agreed Retail Property Value); (viii) The Partnership and are hereby assigned to Assignee, and Owners shall receive a credit for all cash in any bank accounts of the Distributed LLC's as of the Distribution Date; and (ix) The Partnership shall be responsible for paying all premiums, fees and other costs associated with the maintenance or termination of any insurance policies maintained by the Partnership or the Distributed LLC's prior to the Distribution Date with respect to the Retail Properties, and shall be entitled to any refunds of unearned premiums with respect to prepaid insurance amounts in connection with the termination of said policies. Any proration (other than general real estate and personal property taxes) which must be estimated on the Distribution Date shall be re-prorated and finally adjusted as soon as practicable after the Distribution Date; otherwise, all prorations shall be final. In the case of pass-throughs for general real estate taxes and expenses, the parties shall project IPI Price in good faith what the amount of such sum. The provisions of this Section 5C shall not be applicable to any deposits made by the final proration will be at Tenant to the end holder(s) of the lease fiscal year in question (or other collection period under the applicable Tenant Lease) and shall use such projection as the basis for the proration adjustment on the Distribution Date, subject to readjustment within thirty (30) days after the close of the fiscal year for each Tenant Lease (or other collection period under the applicable Tenant Lease)Existing Mortgages.