Common use of Additional Items Clause in Contracts

Additional Items. At the Closing, the following additional items shall be apportioned between Equitable and Purchaser as of the Adjustment Point for each Mall: 6.4.1 Impositions payable by Equitable in respect of each Mall shall be adjusted on the basis of the fiscal year for which the same are imposed, whether or not yet due and payable as of the Closing Date. If an Imposition is not due and payable until after the Closing Date and the assessed valuation or the tax rate or any other factor upon which the amount of the Imposition will be based has not been fixed at the Closing Date, then the parties shall at the Closing apportion such Imposition based on the most recently available assessed valuation and tax rate, and shall make a final adjustment of such item within 30 days following the date on which the actual assessed valuation and tax rate or any other factor applicable to such Imposition becomes known. Notwithstanding the foregoing, in the case of real estate taxes which are payable in arrears, at the Closing, Purchaser shall pay to Equitable one-half of the estimated aggregate amount of such real estate taxes which will be payable after the Closing Date, which are properly allocable to any period prior to the Adjustment Point and which are otherwise credited to Purchaser at Closing, such payment being the estimated aggregate amount of payments to be (and not previously) made by Tenants and Adjoining Owners in reimbursement of such taxes, which payments, when made, and notwithstanding the provisions of subsection 6.1.7, shall be retained by Purchaser. Such estimates shall be subject to readjustment at such time as the actual amounts of the real estate taxes and reimbursement payments have been determined. In the case of special assessments payable in installments, the installment for the fiscal year in which the Adjustment Point occurs shall be apportioned by Equitable and Purchaser as provided above and Purchaser shall be responsible for paying all subsequent installments thereof. If any Tenant in occupancy at the Closing Date or Adjoining Owner is obligated to pay any Impositions directly to the applicable taxing authority, such Impositions shall not be apportioned. 6.4.2 Water and sewer charges, if any, payable by Equitable on the basis of the period or periods for which the same are payable. If there are water meters at any Mall, Equitable shall furnish readings to a date not more than thirty (30) days prior to the Closing Date, and the unfixed meter charges and the unfixed sewer charges, if any, based thereon for the inter vening time shall be apportioned on the basis of such last readings. Any water and sewer charges payable by Tenants in occupancy on the Closing Date or Adjoining Owners directly to the entity or entities furnishing such services shall not be apportioned. 6.4.3 Utilities and fuel payable by Equitable, including without limitation electricity and gas. Equitable shall endeavor to have the meters for such utilities read the day on which the Adjustment Point occurs and will pay the bills rendered to it on the basis of such readings. If Equitable does not obtain such a meter reading with respect to any such utility, the adjustment therefor shall be made on the basis of the most recently issued bills therefor which are based on meter readings not earlier than thirty (30) days prior to the Adjustment Point. Equitable will receive a credit in an amount equal to any cash security deposits held by any utility companies (with interest thereon, if any, in the amount equal to the amount accrued on such security deposits), and shall assign to Purchaser at the Closing all of Equitable's right, title and interest in and to such security deposits. Purchaser will make its own arrangements for any surety bonds required by any utility companies within 10 Business Days following the Closing Date, and Equitable will thereafter cancel any bonds previously furnished. If fuel oil, propane or other fuel is used at any Mall, Equitable shall deliver to Purchaser at the Closing statements of the suppliers of such fuel dated within three days of the Adjustment Point setting forth the quantity of fuel on hand and the cost paid by Equitable therefor, and Purchaser shall pay to Equitable at the Closing the cost of such fuel (including taxes thereon, if any) as shown on such statements. Charges for any utilities payable by Tenants in occupancy on the Closing Date and Adjoining Owners directly to the utility companies furnishing the same shall not be apportioned. 6.4.4 Charges payable by Equitable under the Other Agreements. 6.4.5 Contributions payable by Equitable to merchants' and other associations, and to promotional and marketing funds and activities at the Malls, it being understood that Equitable shall be required to fund any share of pre-Closing marketing and promotion costs. 6.4.6 If on the Closing Date, there are pending any tax certiorari proceedings and/or protests of real estate tax assessments of any Mall in respect of the real estate taxes payable for the then-current tax fiscal year, then (i) Equitable shall have the right to continue the prosecution of such proceedings or protests and collect any refunds payable in respect thereof if on the Closing Date more than half of such fiscal year shall have elapsed, and (ii) Purchaser shall have the right to take over the prosecution of such proceedings or protests and collect any refunds payable in respect thereof if on the Closing Date half of such fiscal year or less shall have elapsed; provided, however, that no such settlement shall be made without the prior written approval of the other party hereto, such approval not to be unreasonably withheld or delayed. Equitable shall have the right to continue to prosecute any such proceedings or protests with respect to any prior periods without the participation or approval of Purchaser, and Purchaser shall have the right to prosecute any such proceedings or protests for any subsequent periods without the participation or approval of Equitable. Within 30 days after receipt by Equitable of a refund for the fiscal year in which the Closing occurs or any prior period, Equitable shall submit to Purchaser a schedule showing the amount of such refund, net of the costs and expenses of obtaining the same, which is payable to each Tenant then in possession at such Mall and each Adjoining Owner, and shall remit to Purchaser the aggregate of all amounts so payable. From time to time after the Closing Purchaser shall, upon request, advise Equitable of the names of any Tenants which are in occupancy at the Closing but cease to be in occupancy thereafter. Purchaser shall promptly pay any amounts so received from Equitable to the Tenants in possession and Adjoining Owners pursuant to and in accordance with the schedule submitted to it by Equitable and shall indemnify and hold Equitable harmless from and against all claims, demands, liabilities and expenses (including, without limitation, reasonable attorneys' fees and disbursements) asserted against, imposed on or incurred by Equitable by reason of Purchaser's failure to make any such payment to a Tenant in possession or an Adjoining Owner. Equitable shall indemnify and hold Purchaser harmless from and against all claims, demands, liabilities and expenses (including, without limitation, reasonable attorneys' fees) asserted against, imposed on or incurred by Purchaser by reason of (i) any claim by a Tenant no longer in possession at the applicable Mall that it is entitled to a portion of any such refund and (ii) any claim by a Tenant in possession or Adjoining Owner at the applicable Mall that it is entitled to more than the amount paid to it by 6.4.7 Any accrued but unpaid interest and Trustee's and Rating Agency fees in connection with the Existing Financing, but excluding fees payable in connection with the obtaining of the Rating Agency Approval. 6.4.8 Any amounts deposited with the Trustee pursuant to the terms of the Existing Financing. 6.4.9 Rent under the Ground Leases, including, without limitation, percentage or overage rent, real estate taxes, insurance premiums and any other amounts paid or to be paid by the ground lessee thereunder. 6.4.10 Any other items of income or expense of the Malls which, in accordance with generally accepted business practices, should be apportioned between Equitable and Purchaser. 6.5

Additional Items. At the Closing, the following additional items shall be apportioned between Equitable the Sellers and Purchaser as of the Adjustment Point, with the Sellers to be obligated for or entitled to amounts apportioned to the period through the Adjustment Point and Purchaser to be obligated for each Mallor entitled to amounts apportioned to the period following the Adjustment Point: 6.4.1 Impositions payable by Equitable Owner in respect of each Mall the Property shall be adjusted on the basis of the fiscal year for which the same are imposed, whether or not yet due and payable as of the Closing Date. If an Imposition is not due and payable until after the Closing Date and the assessed valuation or the tax rate or any other factor upon which the amount of the Imposition will be based has not been fixed at the Closing Date, then the parties shall at the Closing apportion such Imposition based on the most recently available assessed valuation and tax rate, and shall make a final adjustment of such item within 30 thirty (30) days following the date on which the actual assessed valuation and tax rate or any other factor applicable to such Imposition becomes known. Notwithstanding the foregoingknown and, in the case if necessary, upon receipt of real estate taxes which are payable in arrears, at the Closing, Purchaser shall pay to Equitable one-half of the estimated aggregate amount of such real estate taxes which will be payable after the Closing Date, which are properly allocable to any period prior to the Adjustment Point and which are otherwise credited to Purchaser at Closing, such payment being the estimated aggregate amount of payments to be (and not previously) made by Tenants and Adjoining Owners in reimbursement of such taxes, which payments, when made, and notwithstanding the provisions of subsection 6.1.7, shall be retained by Purchaser. Such estimates shall be subject to readjustment at such time as the actual amounts of the real estate taxes and reimbursement payments have been determinedbills. In the case of special assessments payable in installments, the installment for the fiscal year in which the Adjustment Point occurs shall be apportioned by Equitable the Sellers and Purchaser as provided above and Purchaser or Owner shall be responsible for paying all subsequent installments thereof. If any Tenant in occupancy at the Closing Date or Adjoining Owner is obligated to pay any Impositions directly to the applicable taxing authority, such Impositions shall not be apportioned. 6.4.2 Water and sewer charges, if any, payable by Equitable Owner on the basis of the period or periods for which the same are payable. If there are water meters at any Mallthe Property, Equitable the Sellers shall furnish readings to a date not more than thirty (30) days prior to the Closing Date, and the unfixed meter charges and the unfixed sewer charges, if any, based thereon for the inter vening intervening time shall be apportioned on the basis of such last readings. Any water and sewer charges payable by Tenants in occupancy on the Closing Date or Adjoining Owners directly to the entity or entities furnishing such services shall not be apportioned. 6.4.3 Utilities and fuel payable by Equitable, including without limitation electricity and gas. Equitable shall endeavor to have the meters for such utilities read the day on which the Adjustment Point occurs and will pay the bills rendered to it on the basis of such readings. If Equitable does not obtain such a meter reading with respect to any such utility, the adjustment therefor shall be made on the basis of the most recently issued bills therefor which are based on meter readings not earlier than thirty (30) days prior to the Adjustment Point. Equitable will receive a credit in an amount equal to any cash security deposits held by any utility companies (with interest thereon, if any, in the amount equal to the amount accrued on such security deposits), and shall assign to Purchaser at the Closing all of Equitable's right, title and interest in and to such security deposits. Purchaser will make its own arrangements for any surety bonds required by any utility companies within 10 Business Days following the Closing Date, and Equitable will thereafter cancel any bonds previously furnished. If fuel oil, propane or other fuel is used at any Mall, Equitable shall deliver to Purchaser at the Closing statements of the suppliers of such fuel dated within three days of the Adjustment Point setting forth the quantity of fuel on hand and the cost paid by Equitable therefor, and Purchaser shall pay to Equitable at the Closing the cost of such fuel (including taxes thereon, if any) as shown on such statements. Charges for any utilities payable by Tenants in occupancy on the Closing Date and Adjoining Owners directly to the utility companies furnishing the same shall not be apportioned. 6.4.4 Charges payable by Equitable under the Other Agreements. 6.4.5 Contributions payable by Equitable to merchants' and other associations, and to promotional and marketing funds and activities at the Malls, it being understood that Equitable shall be required to fund any share of pre-Closing marketing and promotion costs. 6.4.6 If on the Closing Date, there are pending any tax certiorari proceedings and/or protests of real estate tax assessments of any Mall in respect of the real estate taxes payable for the then-current tax fiscal year, then (i) Equitable shall have the right to continue the prosecution of such proceedings or protests and collect any refunds payable in respect thereof if on the Closing Date more than half of such fiscal year shall have elapsed, and (ii) Purchaser shall have the right to take over the prosecution of such proceedings or protests and collect any refunds payable in respect thereof if on the Closing Date half of such fiscal year or less shall have elapsed; provided, however, that no such settlement shall be made without the prior written approval of the other party hereto, such approval not to be unreasonably withheld or delayed. Equitable shall have the right to continue to prosecute any such proceedings or protests with respect to any prior periods without the participation or approval of Purchaser, and Purchaser shall have the right to prosecute any such proceedings or protests for any subsequent periods without the participation or approval of Equitable. Within 30 days after receipt by Equitable of a refund for the fiscal year in which the Closing occurs or any prior period, Equitable shall submit to Purchaser a schedule showing the amount of such refund, net of the costs and expenses of obtaining the same, which is payable to each Tenant then in possession at such Mall and each Adjoining Owner, and shall remit to Purchaser the aggregate of all amounts so payable. From time to time after the Closing Purchaser shall, upon request, advise Equitable of the names of any Tenants which are in occupancy at the Closing but cease to be in occupancy thereafter. Purchaser shall promptly pay any amounts so received from Equitable to the Tenants in possession and Adjoining Owners pursuant to and in accordance with the schedule submitted to it by Equitable and shall indemnify and hold Equitable harmless from and against all claims, demands, liabilities and expenses (including, without limitation, reasonable attorneys' fees and disbursements) asserted against, imposed on or incurred by Equitable by reason of Purchaser's failure to make any such payment to a Tenant in possession or an Adjoining Owner. Equitable shall indemnify and hold Purchaser harmless from and against all claims, demands, liabilities and expenses (including, without limitation, reasonable attorneys' fees) asserted against, imposed on or incurred by Purchaser by reason of (i) any claim by a Tenant no longer in possession at the applicable Mall that it is entitled to a portion of any such refund and (ii) any claim by a Tenant in possession or Adjoining Owner at the applicable Mall that it is entitled to more than the amount paid to it by 6.4.7 Any accrued but unpaid interest and Trustee's and Rating Agency fees in connection with the Existing Financing, but excluding fees payable in connection with the obtaining of the Rating Agency Approval. 6.4.8 Any amounts deposited with the Trustee pursuant to the terms of the Existing Financing. 6.4.9 Rent under the Ground Leases, including, without limitation, percentage or overage rent, real estate taxes, insurance premiums and any other amounts paid or to be paid by the ground lessee thereunder. 6.4.10 Any other items of income or expense of the Malls which, in accordance with generally accepted business practices, should be apportioned between Equitable and Purchaser. 6.5

Additional Items. At the Closing, the following additional items shall be apportioned between Equitable and Purchaser as of the Adjustment Point for each Mall:: 6. 6.4.1 4.1 Impositions payable by Equitable in respect of each Mall shall be adjusted on the basis of the fiscal year for which the same are imposed, whether or not yet due and payable as of the Closing Date. If an Imposition is not due and payable until after the Closing Date and the assessed valuation or the tax rate or any other factor upon which the amount of the Imposition will be based has not been fixed at the Closing Date, then the parties shall at the Closing apportion such Imposition based on the most recently available assessed valuation and tax rate, and shall make a final adjustment of such item within 30 days following the date on which the actual assessed valuation and tax rate or any other factor applicable to such Imposition becomes known. Notwithstanding the foregoing, in the case of real estate taxes which are payable in arrears, at the Closing, Purchaser shall pay to Equitable one-half of the estimated aggregate amount of such real estate taxes which will be payable after the Closing Date, which are properly allocable to any period prior to the Adjustment Point and which are otherwise credited to Purchaser at Closing, such payment being the estimated aggregate amount of payments to be (and not previously) made by Tenants and Adjoining Owners in reimbursement of such taxes, which payments, when made, and notwithstanding the provisions of subsection 6.1.7, shall be retained by Purchaser. Such estimates shall be subject to readjustment at such time as the actual amounts of the real estate taxes and reimbursement payments have been determined. In the case of special assessments payable in installments, the installment for the fiscal year in which the Adjustment Point occurs shall be apportioned by Equitable and Purchaser as provided above and Purchaser shall be responsible for paying all subsequent installments thereof. If any Tenant in occupancy at the Closing Date or Adjoining Owner is obligated to pay any Impositions directly to the applicable taxing authority, such Impositions shall not be apportioned. 6.4.2 Water and sewer charges, if any, payable by Equitable on the basis of the period or periods for which the same are payable. If there are water meters at any Mall, Equitable shall furnish readings to a date not more than thirty (30) days prior to the Closing Date, and the unfixed meter charges and the unfixed sewer charges, if any, based thereon for the inter vening time shall be apportioned on the basis of such last readings. Any water and sewer charges payable by Tenants in occupancy on the Closing Date or Adjoining Owners directly to the entity or entities furnishing such services shall not be apportioned. 6.4.3 Utilities and fuel payable by Equitable, including without limitation electricity and gas. Equitable shall endeavor to have the meters for such utilities read the day on which the Adjustment Point occurs and will pay the bills rendered to it on the basis of such readings. If Equitable does not obtain such a meter reading with respect to any such utility, the adjustment therefor shall be made on the basis of the most recently issued bills therefor which are based on meter readings not earlier than thirty (30) days prior to the Adjustment Point. Equitable will receive a credit in an amount equal to any cash security deposits held by any utility companies (with interest thereon, if any, in the amount equal to the amount accrued on such security deposits), and shall assign to Purchaser at the Closing all of Equitable's right, title and interest in and to such security deposits. Purchaser will make its own arrangements for any surety bonds required by any utility companies within 10 Business Days following the Closing Date, and Equitable will thereafter cancel any bonds previously furnished. If fuel oil, propane or other fuel is used at any Mall, Equitable shall deliver to Purchaser at the Closing statements of the suppliers of such fuel dated within three days of the Adjustment Point setting forth the quantity of fuel on hand and the cost paid by Equitable therefor, and Purchaser shall pay to Equitable at the Closing the cost of such fuel (including taxes thereon, if any) as shown on such statements. Charges for any utilities payable by Tenants in occupancy on the Closing Date and Adjoining Owners directly to the utility companies furnishing the same shall not be apportioned. 6.4.4 Charges payable by Equitable under the Other Agreements. 6.4.5 Contributions payable by Equitable to merchants' and other associations, and to promotional and marketing funds and activities at the Malls, it being understood that Equitable shall be required to fund any share of pre-Closing marketing and promotion costs. 6.4.6 If on the Closing Date, there are pending any tax certiorari proceedings and/or protests of real estate tax assessments of any Mall in respect of the real estate taxes payable for the then-current tax fiscal year, then (i) Equitable shall have the right to continue the prosecution of such proceedings or protests and collect any refunds payable in respect thereof if on the Closing Date more than half of such fiscal year shall have elapsed, and (ii) Purchaser shall have the right to take over the prosecution of such proceedings or protests and collect any refunds payable in respect thereof if on the Closing Date half of such fiscal year or less shall have elapsed; provided, however, that no such settlement shall be made without the prior written approval of the other party hereto, such approval not to be unreasonably withheld or delayed. Equitable shall have the right to continue to prosecute any such proceedings or protests with respect to any prior periods without the participation or approval of Purchaser, and Purchaser shall have the right to prosecute any such proceedings or protests for any subsequent periods without the participation or approval of Equitable. Within 30 days after receipt by Equitable of a refund for the fiscal year in which the Closing occurs or any prior period, Equitable shall submit to Purchaser a schedule showing the amount of such refund, net of the costs and expenses of obtaining the same, which is payable to each Tenant then in possession at such Mall and each Adjoining Owner, and shall remit to Purchaser the aggregate of all amounts so payable. From time to time after the Closing Purchaser shall, upon request, advise Equitable of the names of any Tenants which are in occupancy at the Closing but cease to be in occupancy thereafter. Purchaser shall promptly pay any amounts so received from Equitable to the Tenants in possession and Adjoining Owners pursuant to and in accordance with the schedule submitted to it by Equitable and shall indemnify and hold Equitable harmless from and against all claims, demands, liabilities and expenses (including, without limitation, reasonable attorneys' fees and disbursements) asserted against, imposed on or incurred by Equitable by reason of Purchaser's failure to make any such payment to a Tenant in possession or an Adjoining Owner. Equitable shall indemnify and hold Purchaser harmless from and against all claims, demands, liabilities and expenses (including, without limitation, reasonable attorneys' fees) asserted against, imposed on or incurred by Purchaser by reason of (i) any claim by a Tenant no longer in possession at the applicable Mall that it is entitled to a portion of any such refund and (ii) any claim by a Tenant in possession or Adjoining Owner at the applicable Mall that it is entitled to more than the amount paid to it by 6.4.7 Any accrued but unpaid interest and Trustee's and Rating Agency fees in connection with the Existing Financing, but excluding fees payable in connection with the obtaining of the Rating Agency Approval. 6.4.8 Any amounts deposited with the Trustee pursuant to the terms of the Existing Financing. 6.4.9 Rent under the Ground Leases, including, without limitation, percentage or overage rent, real estate taxes, insurance premiums and any other amounts paid or to be paid by the ground lessee thereunder. 6.4.10 Any other items of income or expense of the Malls which, in accordance with generally accepted business practices, should be apportioned between Equitable and Purchaser. 6.5

Additional Items. At Such other items that are customarily prorated in transactions of this nature shall be ratably prorated. For the purposes hereof, the "Transferred Interest's Share" shall be a fraction which is equal to the undivided interest in the Project described on Schedule I attached hereto being sold to, and purchased by, Purchaser pursuant to this Contract, and the " Remaining Interest's Share" shall be a fraction which is equal to the undivided interest in the Project described on Schedule I attached hereto which is not sold under this Contract. Seller and Purchaser acknowledge and agree that any reference herein to the owner of the Remaining Interest shall be a reference to Purchaser after the Closing. For purposes of calculating prorations under this Contract, the following additional items Purchaser shall be apportioned between Equitable deemed to be in title to the Transferred Interest and Purchaser as of the Adjustment Point for each Mall: 6.4.1 Impositions payable by Equitable Remaining Interest, and therefore entitled to the income in respect of each Mall shall be adjusted on thereof and responsible for the basis of expenses in respect thereof, for the fiscal year for entire day upon which the same are imposed, whether or not yet due and payable as of the Closing Dateoccurs. If an Imposition is not due and payable until Bills received after the Closing Date and the assessed valuation which relate to expenses incurred, services performed or the tax rate or any other factor upon which the amount of the Imposition will be based has not been fixed at the Closing Date, then the parties shall at the Closing apportion such Imposition based on the most recently available assessed valuation and tax rate, and shall make a final adjustment of such item within 30 days following the date on which the actual assessed valuation and tax rate or any other factor applicable to such Imposition becomes known. Notwithstanding the foregoing, in the case of real estate taxes which are payable in arrears, at the Closing, Purchaser shall pay to Equitable one-half of the estimated aggregate amount of such real estate taxes which will be payable after the Closing Date, which are properly amounts allocable to any the period prior to the Adjustment Point and which are Closing Date shall be paid by Seller, except to the extent this Contract otherwise credited provides. All credits to Purchaser at Closing, such payment being from the estimated aggregate amount of payments to be (closing adjustments and not previously) made by Tenants and Adjoining Owners prorations described above or elsewhere in reimbursement of such taxes, which payments, when made, and notwithstanding this Contract shall reduce the provisions of subsection 6.1.7, shall be retained by Purchaser. Such estimates shall be subject to readjustment at such time as the actual amounts cash portion of the real estate taxes and reimbursement payments have been determined. In the case of special assessments Purchase Price payable in installments, the installment for the fiscal year in which the Adjustment Point occurs shall be apportioned by Equitable and Purchaser as provided above and Purchaser shall be responsible for paying all subsequent installments thereof. If any Tenant in occupancy at the Closing Date and all credits to Seller from the closing adjustments and prorations described above or Adjoining Owner is obligated to pay any Impositions directly to elsewhere in this Contract shall increase the applicable taxing authority, such Impositions shall not be apportioned. 6.4.2 Water and sewer charges, if any, payable by Equitable on the basis cash portion of the period or periods Purchase Price payable at the Closing. Any accounts receivable for which the same are payable. If there are water meters at any Mall, Equitable shall furnish readings to a date not more than thirty (30) days Charges accruing prior to the Closing Date, and the unfixed meter charges and the unfixed sewer charges, if any, based thereon Date (all accounts receivable for the inter vening time shall be apportioned on the basis of such last readings. Any water and sewer charges payable by Tenants in occupancy on Charges accruing prior to the Closing Date or Adjoining Owners directly being referred to the entity or entities furnishing such services shall not be apportioned. 6.4.3 Utilities and fuel payable by Equitable, including without limitation electricity and gas. Equitable shall endeavor to have the meters for such utilities read the day on which the Adjustment Point occurs and will pay the bills rendered to it on the basis of such readings. If Equitable does not obtain such a meter reading with respect to any such utility, the adjustment therefor shall be made on the basis of the most recently issued bills therefor which are based on meter readings not earlier than thirty (30) days prior to the Adjustment Point. Equitable will receive a credit in an amount equal to any cash security deposits held by any utility companies (with interest thereon, if any, in the amount equal to the amount accrued on such security deposits), and shall assign to Purchaser at the Closing all of Equitable's right, title and interest in and to such security deposits. Purchaser will make its own arrangements for any surety bonds required by any utility companies within 10 Business Days following the Closing Date, and Equitable will thereafter cancel any bonds previously furnished. If fuel oil, propane or other fuel is used at any Mall, Equitable shall deliver to Purchaser at the Closing statements of the suppliers of such fuel dated within three days of the Adjustment Point setting forth the quantity of fuel on hand and the cost paid by Equitable therefor, and Purchaser shall pay to Equitable at the Closing the cost of such fuel (including taxes thereon, if any) herein as shown on such statements. Charges for any utilities payable by Tenants in occupancy on the Closing Date and Adjoining Owners directly to the utility companies furnishing the same shall not be apportioned. 6.4.4 Charges payable by Equitable under the Other Agreements. 6.4.5 Contributions payable by Equitable to merchants' and other associations, and to promotional and marketing funds and activities at the Malls, it being understood that Equitable shall be required to fund any share of pre"Pre-Closing marketing and promotion costs. 6.4.6 If on Accounts Receivable") , shall remain the Closing Date, there are pending any tax certiorari proceedings and/or protests sole property of real estate tax assessments of any Mall in respect of the real estate taxes payable for the then-current tax fiscal year, then (i) Equitable shall have the right to continue the prosecution of such proceedings or protests and collect any refunds payable in respect thereof if on the Closing Date more than half of such fiscal year shall have elapsed, and (ii) Purchaser shall have the right to take over the prosecution of such proceedings or protests and collect any refunds payable in respect thereof if on the Closing Date half of such fiscal year or less shall have elapsed; provided, however, that no such settlement shall be made without the prior written approval of the other party hereto, such approval not to be unreasonably withheld or delayed. Equitable shall have the right to continue to prosecute any such proceedings or protests with respect to any prior periods without the participation or approval of Purchaser, Seller and Purchaser shall have no rights, title or interests therein. In no event shall any adjustment be made to the right Purchase Price as a result of uncollectible Pre-Closing Accounts Receivable. All costs, expenses, bills and other obligations relating to prosecute any such proceedings the operation of the Project which are incurred or protests for any subsequent periods without accrued through the participation or approval of Equitable. Within 30 days after receipt by Equitable of a refund for the fiscal year in which day immediately preceding the Closing occurs Date shall be the obligation of Seller. Except as set forth in Paragraph 3 (a) hereof and Paragraph 6 (a) , 6(e) and 6(f) hereof, Purchaser shall not assume any indebtedness, obligations, commitments or any prior period, Equitable shall submit to Purchaser a schedule showing the amount liabilities of such refund, net of the costs and expenses of obtaining the same, which is payable to each Tenant then in possession at such Mall and each Adjoining Owner, and shall remit to Purchaser the aggregate of all amounts so payable. From time to time after the Closing Purchaser shall, upon request, advise Equitable of the names Seller of any Tenants which are in occupancy at the Closing but cease to be in occupancy thereafter. Purchaser shall promptly pay any amounts so received from Equitable to the Tenants in possession and Adjoining Owners pursuant to and in accordance with the schedule submitted to it by Equitable and shall indemnify and hold Equitable harmless from and against all claimsnature whatsoever, demands, liabilities and expenses (including, without limitationlimitation (a) any obligation for federal, reasonable attorneys' fees state and disbursements) asserted against, imposed on or local income taxes incurred by Equitable by reason Seller or arising out of transactions entered into or any state of facts existing at or prior to the Closing or arising out of or incident to the sale of the Transferred Interest to Purchaser's failure to make any such payment to a Tenant in possession or an Adjoining Owner. Equitable shall indemnify and hold Purchaser harmless from and against all claims, demands, liabilities and expenses ; (including, without limitation, reasonable attorneys' fees) asserted against, imposed on or incurred by Purchaser by reason of (ib) any claim obligation or liability relating to the Project imposed under any law relating to the environment, health or safety, and arising out of any act, event or condition occurring or existing prior to the Closing; (c) the obligations and liabilities of Seller imposed hereunder and under any other documents delivered by a Tenant no longer in possession Seller at the applicable Mall that it is entitled to a portion Closing; and (d) any obligations and liabilities of Seller in respect of any such refund and (ii) any claim by a Tenant in possession or Adjoining Owner at the applicable Mall that it is entitled to more than the amount paid to it by 6.4.7 Any accrued but unpaid interest all present and Trustee's and Rating Agency fees in connection with the Existing Financing, but excluding fees payable in connection with the obtaining former employees of the Rating Agency Approval. 6.4.8 Any amounts deposited with the Trustee pursuant to the terms of the Existing Financing. 6.4.9 Rent under the Ground LeasesProject, including, without limitation, percentage liabilities and obligations for (x) all disability income; unemployment benefits; workers' compensation claims and benefits; (y) all benefits and liabilities under any employee benefit plans (within the meaning of Section 3(3) of the Employee Retirement Income Securities Act of 1974, as amended) , programs, or overage rentarrangements maintained by or contributed to by Seller; and (z) violations by Seller of the Immigration Reform and Control Act of 1986, real estate taxesincluding Form 1-9 requirements. Purchaser agrees solely for the benefit of Seller, insurance premiums and but not for the benefit of any other amounts paid or to person, that the Assumed Liabilities shall be paid by the ground lessee thereunder. 6.4.10 Any other items of income or expense of the Malls which, and discharged in accordance with generally accepted business practicesthe terms thereof, should be apportioned between Equitable and Purchaserprovided that Purchaser may in good faith contest any Assumed Liability. 6.5Seller agrees, solely for the benefit of Purchaser but not for the benefit of any other person, that any liabilities or

Additional Items. At the Closing, the following additional items shall be apportioned between Equitable and Purchaser the parties hereto as of the Adjustment Point Point, with Seller to be obligated for each Mall: 6.4.1 Impositions payable by Equitable in respect of each Mall shall be adjusted on or entitled to amounts apportioned to the basis of the fiscal year for which the same are imposed, whether or not yet due and payable as of the Closing Date. If an Imposition is not due and payable until after the Closing Date and the assessed valuation or the tax rate or any other factor upon which the amount of the Imposition will be based has not been fixed at the Closing Date, then the parties shall at the Closing apportion such Imposition based on the most recently available assessed valuation and tax rate, and shall make a final adjustment of such item within 30 days following the date on which the actual assessed valuation and tax rate or any other factor applicable to such Imposition becomes known. Notwithstanding the foregoing, in the case of real estate taxes which are payable in arrears, at the Closing, Purchaser shall pay to Equitable one-half of the estimated aggregate amount of such real estate taxes which will be payable after the Closing Date, which are properly allocable to any period prior to through the Adjustment Point and which are otherwise credited to Purchaser at Closing, such payment being the estimated aggregate amount of payments to be (and not previously) made obligated for or entitled to amounts apportioned to the period following the Adjustment Point: 6.2.1 Impositions payable by Tenants and Adjoining Owners Seller in reimbursement of such taxes, which payments, when made, and notwithstanding the provisions of subsection 6.1.7, shall be retained by Purchaser. Such estimates shall be subject to readjustment at such time as the actual amounts respect of the real estate taxes and reimbursement payments have been determinedMall in the calendar year 1998 regardless of the valuation date or lien affixation date associated with such payments. In the case of special assessments payable in installmentsinstallments specified in Exhibit W attached hereto, the installment for the fiscal year in which the Adjustment Point Closing Date occurs shall be apportioned by Equitable and Purchaser as provided above at the Adjustment Point and Purchaser shall be responsible for paying all subsequent installments thereof. If any Tenant in occupancy at the Closing Date or Adjoining Owner is obligated to pay any Impositions directly to the applicable taxing authority, such Impositions shall not be apportioned. Any refund obtained by either Seller or Purchaser of real estate taxes for which an apportionment is made pursuant to this subsection 6.2.1, net of the costs of obtaining such refund and the amount thereof payable to Tenants and Adjoining Owners, shall be apportioned as of the Adjustment Point. 6.4.2 6.2.2 Water and sewer charges, if any, payable by Equitable Seller on the basis of the period or periods for which the same are payable. If there are water meters at any the Mall, Equitable Seller shall furnish readings to a date not more than thirty (30) days prior to the Closing Date, and the unfixed meter charges and the unfixed sewer charges, if any, based thereon for the inter vening intervening time shall be apportioned on the basis of such last readings. Any water and sewer charges payable by Tenants in occupancy on the Closing Date or Adjoining Owners directly to the entity equity or entities furnishing such services shall not be apportioned. 6.4.3 6.2.3 Utilities and fuel payable by EquitableSeller, including without limitation electricity and gas. Equitable Seller shall endeavor to have the meters for such utilities read the day on which the Adjustment Point occurs and will pay the bills rendered to it on the basis of such readings. If Equitable Seller does not obtain such a meter reading with respect to any such utility, the adjustment therefor shall be made on the basis of the most recently issued bills therefor which are based on meter readings not earlier than thirty (30) days prior to the Adjustment Point. Equitable Seller will receive a credit in an the full amount equal to of any cash security deposits held by any utility companies (with interest thereon, if any, in the amount equal to the amount accrued on such security deposits), ) and shall assign to Purchaser at the Closing all of EquitableSeller's right, title and interest in and to such security deposits. Purchaser will make its own arrangements for any surety security bonds required by any utility companies within 10 Business Days following the by Closing Date, and Equitable Seller will thereafter be entitled to cancel any bonds previously furnished. If fuel oil, propane or other fuel is used at any the Mall, Equitable Seller shall deliver to Purchaser at the Closing statements of the suppliers of such fuel dated within three days of the Adjustment Point setting forth the quantity of fuel on hand and the cost paid by Equitable Seller therefor, and Purchaser shall pay to Equitable Seller at the Closing the cost of such fuel (including taxes thereon, if any) as shown on such statements. Charges for any utilities payable by Tenants in occupancy on the Closing Date and Adjoining Owners directly to the utility companies furnishing the same shall not be apportioned. 6.4.4 6.2.4 Charges payable by Equitable Seller under the Other Agreements. 6.4.5 6.2.5 Contributions payable by Equitable Seller to merchants' and other associations, and to promotional and marketing funds and activities at the MallsMall, it being understood that Equitable shall be required to fund any share of pre-Closing marketing and promotion costsincluding gift certificates. 6.4.6 If on the Closing Date, there are pending any tax certiorari proceedings and/or protests of real estate tax assessments of any Mall in respect of the real estate taxes payable for the then-current tax fiscal year, then (i) Equitable shall have the right to continue the prosecution of such proceedings or protests and collect any refunds payable in respect thereof if on the Closing Date more than half of such fiscal year shall have elapsed, and (ii) Purchaser shall have the right to take over the prosecution of such proceedings or protests and collect any refunds payable in respect thereof if on the Closing Date half of such fiscal year or less shall have elapsed; provided, however, that no such settlement shall be made without the prior written approval of the other party hereto, such approval not to be unreasonably withheld or delayed. Equitable shall have the right to continue to prosecute any such proceedings or protests with respect to any prior periods without the participation or approval of Purchaser, and Purchaser shall have the right to prosecute any such proceedings or protests for any subsequent periods without the participation or approval of Equitable. Within 30 days after receipt by Equitable of a refund for the fiscal year in which the Closing occurs or any prior period, Equitable shall submit to Purchaser a schedule showing the amount of such refund, net of the costs and expenses of obtaining the same, which is payable to each Tenant then in possession at such Mall and each Adjoining Owner, and shall remit to Purchaser the aggregate of all amounts so payable. From time to time after the Closing Purchaser shall, upon request, advise Equitable of the names of any Tenants which are in occupancy at the Closing but cease to be in occupancy thereafter. Purchaser shall promptly pay any amounts so received from Equitable to the Tenants in possession and Adjoining Owners pursuant to and in accordance with the schedule submitted to it by Equitable and shall indemnify and hold Equitable harmless from and against all claims, demands, liabilities and expenses (including, without limitation, reasonable attorneys' fees and disbursements) asserted against, imposed on or incurred by Equitable by reason of Purchaser's failure to make any such payment to a Tenant in possession or an Adjoining Owner. Equitable shall indemnify and hold Purchaser harmless from and against all claims, demands, liabilities and expenses (including, without limitation, reasonable attorneys' fees) asserted against, imposed on or incurred by Purchaser by reason of (i) any claim by a Tenant no longer in possession at the applicable Mall that it is entitled to a portion of any such refund and (ii) any claim by a Tenant in possession or Adjoining Owner at the applicable Mall that it is entitled to more than the amount paid to it by 6.4.7 Any accrued but unpaid interest and Trustee's and Rating Agency fees in connection with the Existing Financing, but excluding fees payable in connection with the obtaining of the Rating Agency Approval. 6.4.8 Any amounts deposited with the Trustee pursuant to the terms of the Existing Financing. 6.4.9 Rent under the Ground Leases, including, without limitation, percentage or overage rent, real estate taxes, insurance premiums and any other amounts paid or to be paid by the ground lessee thereunder. 6.4.10 6.2.6 Any other items of income or expense of the Malls Mall, which, in accordance with generally accepted business practices, should be apportioned between Equitable Seller and Purchaser. 6.5All prorated items that are not subject to an exact determination shall be estimated by the parties with prorations adjusted to actual within 60 days after the Closing. The provisions of this Article VI shall be Surviving Covenants.

Additional Items. At the Closing, the following additional items shall be apportioned between Equitable and Purchaser the parties hereto as of the Adjustment Point, with Equitable to be obligated for or entitled to amounts apportioned to the period through the Adjustment Point and Purchaser to be obligated for each Mallor entitled to amounts apportioned to the period following the Adjustment Point: 6.4.1 (a) Impositions payable by Equitable in respect of each the Mall shall be adjusted on for the basis of the fiscal calendar year for which the same are imposed, whether or not yet due and payable as of the Closing Date. If an Imposition is not due and payable until after the Closing Date and the assessed valuation or the tax rate or any other factor upon which the amount of the Imposition will be based has not been fixed at the Closing Date, then the parties shall at the Closing apportion such Imposition based on the most recently available assessed valuation and tax rate, and shall make a final adjustment of such item within 30 days following the date on which the actual assessed valuation and tax rate or any other factor applicable to such Imposition becomes known. Notwithstanding the foregoing, in the case of real estate taxes which are payable in arrears, at the Closing, Purchaser shall pay to Equitable one-half of the estimated aggregate amount of such real estate taxes which will be payable after the Closing Date, which are properly allocable to any period prior to the Adjustment Point and which are otherwise credited to Purchaser at Closing, such payment being the estimated aggregate amount of payments to be (and not previously) made by Tenants and Adjoining Owners in reimbursement of such taxes, which payments, when made, and notwithstanding the provisions of subsection 6.1.7, shall be retained by Purchaser. Such estimates shall be subject to readjustment at such time as the actual amounts of the real estate taxes and reimbursement payments have been determined1997. In the case of 18 special assessments payable in installments, the installment for the fiscal year in which the Adjustment Point Closing Date occurs shall be apportioned by Equitable and Purchaser as provided above of the Adjustment Point and Purchaser shall be responsible for paying all subsequent installments thereof. If any Tenant in occupancy at the Closing Date or Adjoining Owner is obligated to pay any Impositions directly to the applicable taxing authority, such Impositions shall not be apportioned. Any refund obtained by either Equitable or Purchaser for real estate taxes for which an apportionment is made pursuant to this Section 6.03(a), net of the costs of obtaining such refund and the amount thereof payable to Tenants, shall be apportioned as of the Adjustment Point. 6.4.2 (b) Water and sewer charges, if any, payable by Equitable on the basis of the period or periods for which the same are payable. If there are water meters at any the Mall, Equitable shall furnish readings to a date not more than thirty (30) days prior to the Closing Date, and the unfixed meter charges and the unfixed sewer charges, if any, based thereon for the inter vening intervening time shall be apportioned on the basis of such last readings. Any water and sewer charges payable by Tenants in occupancy on the Closing Date or Adjoining Owners directly to the entity or the entities furnishing such services shall not be apportioned. 6.4.3 (c) Utilities and fuel payable by Equitable, including without limitation electricity and gas. Equitable shall endeavor to have the meters for such utilities read the day on which the Adjustment Point Period occurs and will pay the bills rendered to it on the basis of such readings. If Equitable does not obtain such a meter reading with respect to any such utility, the adjustment therefor shall be made on the basis of the most recently issued bills therefor therefore which are based on meter readings not earlier than thirty (30) days prior to the Adjustment Point. Equitable will receive a credit in an the full amount equal to of any cash security deposits held by any utility companies (with interest thereon, if any, in the amount equal to the amount accrued on such security deposits), and shall assign to Purchaser at the Closing all of Equitable's right, title and interest in and to such security deposits. Purchaser will make its own arrangements for any surety security bonds required by any utility companies within 10 Business Days 60 days following the Closing Date, and Equitable will thereafter cancel any bonds previously furnished. If fuel oil, propane or other fuel is used at any the Mall, Equitable shall deliver to Purchaser at the Closing statements of the suppliers of such fuel dated within three days of the Adjustment Point setting forth the quantity of fuel on hand and the cost paid by Equitable therefor, and Purchaser shall pay to Equitable at the Closing the cost of such fuel (including taxes thereon, if any) as shown on such 19 statements. Charges for any utilities payable by Tenants in occupancy on the Closing Date and Adjoining Owners directly to the utility companies furnishing the same shall not be apportioned. 6.4.4 (d) Charges payable by Equitable under the Other Agreements. 6.4.5 (e) Ancillary income receivable by Equitable in connection with the licensing of the name of the Mall to third parties, the furnishing of utilities from the Mall to third parties, the leasing of kiosks, antennae, baby strollers and other items and the like. (f) Contributions payable by Equitable to merchants' and other associations, and to promotional and marketing funds and activities at the Malls, it being understood that Equitable shall be required to fund any share of pre-Closing marketing and promotion costsMall. 6.4.6 If on the Closing Date, there are pending any tax certiorari proceedings and/or protests of real estate tax assessments of any Mall in respect of the real estate taxes payable for the then-current tax fiscal year, then (ig) Equitable shall have the right to continue the prosecution of such proceedings or protests and collect any refunds payable in respect thereof if on the Closing Date more than half of such fiscal year shall have elapsed, and (ii) Purchaser shall have the right to take over the prosecution of such proceedings or protests and collect any refunds payable in respect thereof if on the Closing Date half of such fiscal year or less shall have elapsed; provided, however, that no such settlement shall be made without the prior written approval of the other party hereto, such approval not to be unreasonably withheld or delayed. Equitable shall have the right to continue to prosecute any such proceedings or protests with respect to any prior periods without the participation or approval of Purchaser, and Purchaser shall have the right to prosecute any such proceedings or protests for any subsequent periods without the participation or approval of Equitable. Within 30 days after receipt by Equitable of a refund for the fiscal year in which the Closing occurs or any prior period, Equitable shall submit to Purchaser a schedule showing the amount of such refund, net of the costs and expenses of obtaining the same, which is payable to each Tenant then in possession at such Mall and each Adjoining Owner, and shall remit to Purchaser the aggregate of all amounts so payable. From time to time after the Closing Purchaser shall, upon request, advise Equitable of the names of any Tenants which are in occupancy at the Closing but cease to be in occupancy thereafter. Purchaser shall promptly pay any amounts so received from Equitable to the Tenants in possession and Adjoining Owners pursuant to and in accordance with the schedule submitted to it by Equitable and shall indemnify and hold Equitable harmless from and against all claims, demands, liabilities and expenses (including, without limitation, reasonable attorneys' fees and disbursements) asserted against, imposed on or incurred by Equitable by reason of Purchaser's failure to make any such payment to a Tenant in possession or an Adjoining Owner. Equitable shall indemnify and hold Purchaser harmless from and against all claims, demands, liabilities and expenses (including, without limitation, reasonable attorneys' fees) asserted against, imposed on or incurred by Purchaser by reason of (i) any claim by a Tenant no longer in possession at the applicable Mall that it is entitled to a portion of any such refund and (ii) any claim by a Tenant in possession or Adjoining Owner at the applicable Mall that it is entitled to more than the amount paid to it by 6.4.7 Any accrued but unpaid interest and Trustee's and Rating Agency fees in connection with the Existing Financing, but excluding fees payable in connection with the obtaining of the Rating Agency Approval. 6.4.8 Any amounts deposited with the Trustee pursuant to the terms of the Existing Financing. 6.4.9 Rent under the Ground Leases, including, without limitation, percentage or overage rent, real estate taxes, insurance premiums and any other amounts paid or to be paid by the ground lessee thereunder. 6.4.10 Any other items of income or expense of the Malls Mall which, in accordance with generally accepted business practices, should be apportioned between Equitable and Purchaser. 6.5.

Additional Items. At the Closing or within thirty (30) days following the Closing, as appropriate, the following additional items shall be apportioned between Equitable and Purchaser the parties hereto as of the Adjustment Point, with Seller to be obligated for or entitled to amounts apportioned to the period through the Adjustment Point and Purchaser to be obligated for each Mallor entitled to amounts apportioned to the period following the Adjustment Point: 6.4.1 6.3.1 Impositions which are payable by Equitable Seller in respect of each the Mall shall be adjusted on the basis of the fiscal year for which the same are imposed, whether or not yet due and payable as of the Closing Date. If an Imposition is not due and payable until after the such assessment shall be paid by Seller up to Closing Date and the assessed valuation or the tax rate or any other factor upon which the amount of the Imposition will be based has not been fixed at the Closing Date, then the parties shall at the Closing apportion such Imposition based on the most recently available assessed valuation and tax rate, and shall make a final adjustment of such item within 30 days following the date on which the actual assessed valuation and tax rate or any other factor applicable to such Imposition becomes known. Notwithstanding the foregoing, in the case of real estate taxes which are payable in arrears, at the Closing, Purchaser shall pay to Equitable one-half of the estimated aggregate amount of such real estate taxes which will be payable after the Closing Date, which are properly allocable to any period prior to the Adjustment Point and which are otherwise credited to Purchaser at Closing, such payment being the estimated aggregate amount of payments to be (and not previously) made by Tenants and Adjoining Owners in reimbursement of such taxes, which payments, when made, and notwithstanding the provisions of subsection 6.1.7, shall be retained by Purchaser. Such estimates shall be subject to readjustment at such time as the actual amounts of the real estate taxes and reimbursement payments have been determinedthereafter. In the case of special assessments payable in installments, the installment for the fiscal year in which the Adjustment Point Closing Date occurs shall be apportioned by Equitable and Purchaser as provided above of the Adjustment Point and Purchaser shall be responsible for paying all subsequent installments thereof. If any Tenant in occupancy at the Closing Date or Adjoining Owner is obligated to pay any Impositions directly to the applicable taxing authority, such Impositions shall not be apportioned. 6.4.2 6.3.2 Water and sewer charges, if any, payable by Equitable on the basis of the period or periods for which the same are payable. If there are water meters at any Mall, Equitable shall furnish readings to a date not more than thirty (30) days prior to the Closing Date, and the unfixed meter charges and the unfixed sewer charges, if any, based thereon for the inter vening time shall be apportioned on the basis of such last readings. Any water and sewer charges payable by Tenants in occupancy on the Closing Date or Adjoining Owners directly to the entity or entities furnishing such services shall not be apportioned. 6.4.3 Utilities and fuel 6.3.3 Other utilities payable by EquitableSeller, including without limitation electricity and gas. Equitable shall endeavor to have the meters for such utilities read the day on which the Adjustment Point occurs and will pay the bills rendered to it on the basis of such readings. If Equitable does not obtain such a meter reading with respect to any such utility, the adjustment therefor shall be made on the basis of the most recently issued bills therefor which are based on meter readings not earlier than thirty (30) days prior to the Adjustment Point. Equitable will receive a credit in an amount equal to any cash security deposits held by any utility companies (with interest thereon, if any, in the amount equal to the amount accrued on such security deposits), and shall assign to Purchaser at the Closing all of Equitable's right, title and interest in and to such security deposits. Purchaser will make its own arrangements for any surety bonds required by any utility companies within 10 Business Days following the Closing Date, and Equitable will thereafter cancel any bonds previously furnished. If fuel oil, propane or other fuel is used at any Mall, Equitable shall deliver to Purchaser at the Closing statements of the suppliers of such fuel dated within three days of the Adjustment Point setting forth the quantity of fuel on hand and the cost paid by Equitable therefor, and Purchaser shall pay to Equitable at the Closing the cost of such fuel (including taxes thereon, if any) as shown on such statements. Charges for any utilities payable by Tenants in occupancy on the Closing Date and Adjoining Owners directly to the utility companies furnishing the same shall not be apportioned. 6.4.4 6.3.4 Charges paid by Seller prior to the Closing or payable by Equitable Purchaser after the Closing under the Other AgreementsAgreements to the extent Other Agreements continue post-closing. 6.4.5 6.3.5 Ancillary income receivable by Seller in connection with the licensing of the name of the Mall to third parties, the furnishing of utilities from the Mall to third parties, the leasing of kiosks, antennae, baby strollers and other items and the like. Contributions payable by Equitable Seller is legally obligated to pay to (i) merchants' and other associations, and to (ii) promotional and marketing funds and activities at the Malls, it being understood that Equitable shall be required to fund any share of pre-Closing marketing and promotion costs. 6.4.6 If on the Closing Date, there are pending any tax certiorari proceedings and/or protests of real estate tax assessments of any Mall in respect of the real estate taxes payable for the then-current tax fiscal year, then (i) Equitable shall have the right to continue the prosecution of such proceedings or protests and collect any refunds payable in respect thereof if on the Closing Date more than half of such fiscal year shall have elapsed, and (ii) Purchaser shall have the right to take over the prosecution of such proceedings or protests and collect any refunds payable in respect thereof if on the Closing Date half of such fiscal year or less shall have elapsed; provided, however, that no such settlement shall be made without the prior written approval of the other party hereto, such approval not to be unreasonably withheld or delayedMall. Equitable shall have the right to continue to prosecute any such proceedings or protests with respect to any prior periods without the participation or approval of Purchaser, and Purchaser shall have the right to prosecute any such proceedings or protests for any subsequent periods without the participation or approval of Equitable. Within 30 days after receipt by Equitable of a refund for the fiscal year in which the Closing occurs or any prior period, Equitable shall submit to Purchaser a schedule showing the amount of such refund, net of the costs and expenses of obtaining the same, which is payable to each Tenant then in possession at such Mall and each Adjoining Owner, and shall remit to Purchaser the aggregate of all amounts so payable. From time to time after the Closing Purchaser shall, upon request, advise Equitable of the names of any Tenants which are in occupancy at the Closing but cease to be in occupancy thereafter. Purchaser shall promptly pay any amounts so received from Equitable to the Tenants in possession and Adjoining Owners pursuant to and in accordance with the schedule submitted to it by Equitable and shall indemnify and hold Equitable harmless from and against all claims, demands, liabilities and expenses (including, without limitation, reasonable attorneys' fees and disbursements) asserted against, imposed on or incurred by Equitable by reason of Purchaser's failure to make any such payment to a Tenant in possession or an Adjoining Owner. Equitable shall indemnify and hold Purchaser harmless from and against all claims, demands, liabilities and expenses (including, without limitation, reasonable attorneys' fees) asserted against, imposed on or incurred by Purchaser by reason of (i) any claim by a Tenant no longer in possession at the applicable Mall that it is entitled to a portion of any such refund and (ii) any claim by a Tenant in possession or Adjoining Owner at the applicable Mall that it is entitled to more than the amount paid to it by 6.4.7 Any accrued but unpaid interest and Trustee's and Rating Agency fees in connection with the Existing Financing, but excluding fees payable in connection with the obtaining of the Rating Agency Approval. 6.4.8 Any amounts deposited with the Trustee pursuant to the terms of the Existing Financing. 6.4.9 Rent under the Ground Leases, including, without limitation, percentage or overage rent, real estate taxes, insurance premiums and any other amounts paid or to be paid by the ground lessee thereunder. 6.4.10 Any other items of income or expense of the Malls Mall, which, in accordance with generally accepted business practices, should be apportioned between Equitable Seller and Purchaser. 6.5.

Additional Items. At the Closing, the following additional items shall be apportioned between Equitable Transferors and Purchaser Transferees as of the Adjustment Point, with Transferors to be obligated for or entitled to amounts apportioned to the period through the Adjustment Point and Transferees to be obligated for each Mallor entitled to amounts apportioned to the period following the Adjustment Point: 6.4.1 (a) Impositions payable by Equitable in respect of each Mall the Mall. Such Impositions shall be adjusted apportioned on the basis of the fiscal year for which the same are imposed, whether or not yet due and payable as of the Closing Date. If an Imposition is not due and payable until after the Closing Date and the assessed valuation or the tax rate or any other factor upon which the amount of the Imposition will be based has not been fixed at the Closing Date, then the parties shall at the Closing apportion such Imposition based on the most recently available assessed valuation and tax rate, and shall make a final adjustment of such item within 30 days following the date on which the actual assessed valuation and tax rate or any other factor applicable to such Imposition becomes known. Notwithstanding the foregoing, in the case of real estate taxes which are payable in arrears, at the Closing, Purchaser shall pay to Equitable one-half of the estimated aggregate amount of such real estate taxes which will be payable after the Closing Date, which are properly allocable to any period prior to the Adjustment Point and which are otherwise credited to Purchaser at Closing, such payment being the estimated aggregate amount of payments to be (and not previously) made by Tenants and Adjoining Owners in reimbursement of such taxes, which payments, when made, and notwithstanding the provisions of subsection 6.1.7, shall be retained by Purchaser. Such estimates shall be subject to readjustment at such time as the actual amounts of the real estate taxes and reimbursement payments have been determined. In the case of special assessments payable in installments, the installment for the fiscal year in which the Adjustment Point occurs shall be apportioned by Equitable and Purchaser as provided above and Purchaser shall be responsible for paying all subsequent installments thereof. If any Tenant in occupancy at the Closing Date or Adjoining Owner is obligated to pay any Impositions directly to the applicable taxing authority, such Impositions shall not be apportioned. Any refund after the Closing of real estate taxes for which an apportionment is made pursuant to this Section 6.03(a), net of the costs of obtaining such refund and the amount thereof payable to Tenants and Adjoining Owners, shall be apportioned as of the Adjustment Point. Transferees shall have the right to control and/or settle all tax protest proceedings. Notwithstanding the foregoing, no settlement with respect to the tax fiscal year in which the Adjustment Point occurs shall be made without the prior written approval of Transferor, such approval not to be unreasonably withheld or delayed. Any refunds of Impositions resulting from any such tax protest proceedings shall be paid to Transferees. Transferees shall pay any portion of any such refund due to Tenants and/or Adjoining Owners to such Tenants or Adjoining Owners and shall apportion any balance of any such refund between Transferors and Transferees in the same manner as Impositions and pay any portion thereof relating to the period prior to the Adjustment Date to Transferor, in each case promptly after such refund is received. The apportionments for Impositions shall be calculated based on the maximum available discount for early payment. 6.4.2 (b) Water and sewer charges, if any, payable by Equitable the Joint Venture on the basis of the period or periods for which the same are payable. If there are water meters at any Mallthe Property, Equitable Transferors shall furnish readings to a date not more than thirty (30) 30 days prior to the 38 Closing Date, and the unfixed meter charges and the unfixed sewer charges, if any, based thereon for the inter vening intervening time shall be apportioned on the basis of such last readings. Any water and sewer charges payable by Tenants in occupancy on the Closing Date or Adjoining Owners directly to the entity or entities furnishing such services shall not be apportioned. 6.4.3 (c) Utilities and fuel payable by Equitablethe Joint Venture, including without limitation electricity and gas. Equitable Transferors shall endeavor to have the meters for such utilities read the day on which the Adjustment Point occurs and will pay the bills rendered to it on the basis of such readings. If Equitable does Transferors do not obtain such a meter reading with respect to any such utility, the adjustment therefor shall be made on the basis of the most recently issued bills therefor which are based on meter readings not earlier than thirty (30) 30 days prior to the Adjustment Point. Equitable will Transferors shall receive a credit in an the full amount equal to of any cash security deposits held by any utility companies (with interest thereon, if any, in the amount equal to the amount accrued on such security deposits), and shall assign to Purchaser at the Closing all of Equitable's right, title and interest in and to such security deposits. Purchaser Transferees will make its their own arrangements for any surety security bonds required by any utility companies within 10 Business Days following by the Closing Date, and Equitable Transferors will thereafter be entitled to cancel any bonds previously furnished. If fuel oil, propane or other fuel is used at any the Mall, Equitable Transferors shall deliver to Purchaser Transferees at the Closing statements of the suppliers of such fuel dated within three days of the Adjustment Point setting forth the quantity of fuel on hand and the cost paid by Equitable the Joint Venture therefor, and Purchaser Transferees shall pay to Equitable Transferors (pro rata in accordance with their respective Percentage Interests) at the Closing the cost of such fuel (including taxes thereon, if any) as shown on such statements. Charges for any utilities payable by Tenants in occupancy on the Closing Date and Adjoining Owners directly to the utility companies furnishing the same shall not be apportioned. 6.4.4 (d) Charges payable by Equitable the Joint Venture and the cost of performing the Joint Venture's obligations under the Operating Agreements and the Other Agreements. 6.4.5 (e) Ancillary income receivable by the Joint Venture in connection with the licensing of the name of the Mall to third parties, the furnishing of utilities from the Mall to third parties, the leasing of kiosks, antennae, baby strollers and other items and the like. (f) Contributions payable by Equitable the Joint Venture to merchants' and other associations, associations and to promotional and marketing funds and activities at the Malls, it being understood that Equitable shall be required to fund any share of pre-Closing marketing and promotion costsMall. 6.4.6 If on the Closing Date, there are pending any (g) Items of deduction for Federal income tax certiorari proceedings and/or protests of real estate tax assessments of any Mall in respect of the real estate taxes payable for the then-current tax fiscal year, then (i) Equitable shall have the right to continue the prosecution of such proceedings or protests and collect any refunds payable in respect thereof if on the Closing Date more than half of such fiscal year shall have elapsed, and (ii) Purchaser shall have the right to take over the prosecution of such proceedings or protests and collect any refunds payable in respect thereof if on the Closing Date half of such fiscal year or less shall have elapsed; provided, however, that no such settlement shall be made without the prior written approval of the other party hereto, such approval not to be unreasonably withheld or delayed. Equitable shall have the right to continue to prosecute any such proceedings or protests purposes with respect to any prior periods without the participation or approval of Purchaser, and Purchaser shall have the right to prosecute any such proceedings or protests for any subsequent periods without the participation or approval of Equitable. Within 30 days after receipt by Equitable of a refund for the fiscal year in which contingent interest on debt that economically accrued before the Closing occurs or any prior period, Equitable shall submit to Purchaser a schedule showing the amount of such refund, net of the costs and expenses of obtaining the same, which is payable to each Tenant then in possession at such Mall and each Adjoining Owner, and shall remit to Purchaser the aggregate of all amounts so payable. From time to time after the Closing Purchaser shall, upon request, advise Equitable of the names of any Tenants which are in occupancy at the Closing but cease to be in occupancy thereafter. Purchaser shall promptly pay any amounts so received from Equitable allocated to the Tenants in possession and Adjoining Owners pursuant to and in accordance with Transferors. For the schedule submitted to it by Equitable and shall indemnify and hold Equitable harmless from and against avoidance of doubt, all claims, demands, liabilities and expenses (including, without limitation, reasonable attorneys' fees and disbursements) asserted against, imposed on or incurred by Equitable by reason of Purchaser's failure to make any such payment to a Tenant in possession or an Adjoining Owner. Equitable shall indemnify and hold Purchaser harmless from and against all claims, demands, liabilities and expenses (including, without limitation, reasonable attorneys' fees) asserted against, imposed on or incurred by Purchaser by reason of (i) any claim by a Tenant no longer in possession at contingent interest deductions that arise upon the applicable Mall that it is entitled to a portion of any such refund and (ii) any claim by a Tenant in possession or Adjoining Owner at the applicable Mall that it is entitled to more than the amount paid to it by 6.4.7 Any accrued but unpaid interest and Trustee's and Rating Agency fees in connection with the Existing Financing, but excluding fees payable in connection with the obtaining of the Rating Agency Approval. 6.4.8 Any amounts deposited with the Trustee pursuant to the terms prepayment of the Existing FinancingNashland Debt shall be allocated to the Transferors. 6.4.9 Rent under the Ground Leases, including, without limitation, percentage or overage rent, real estate taxes, insurance premiums and any other amounts paid or to be paid by the ground lessee thereunder. 6.4.10 (h) Any other items of income or expense of the Malls Mall which, in accordance with generally accepted business practices, should be apportioned between Equitable Transferors and Purchaser. 6.5Transferees as of the Adjustment Point.

Additional Items. At the Closing, the following additional items shall be apportioned between Equitable the Sellers and Purchaser as of the Adjustment Point, with the Sellers to be obligated for or entitled to amounts apportioned to the period through the Adjustment Point and Purchaser to be obligated for each Mallor entitled to amounts apportioned to the period following the Adjustment Point: 6.4.1 Impositions payable by Equitable Owner in respect of each Mall the Property shall be adjusted on the basis of the fiscal year for which the same are imposed, whether or not yet due and payable as of the Closing Date. If an Imposition is not due and payable until after the Closing Date and the assessed valuation or the tax rate or any other factor upon which the amount of the Imposition will be based has not been fixed at the Closing Date, then the parties shall at the Closing apportion such Imposition based on the most recently available assessed valuation and tax rate, and shall make a final adjustment of such item within 30 thirty (30) days following the date on which the actual assessed valuation and tax rate or any other factor applicable to such Imposition becomes known. Notwithstanding the foregoingknown and, in the case if necessary, upon receipt of real estate taxes which are payable in arrears, at the Closing, Purchaser shall pay to Equitable one-half of the estimated aggregate amount of such real estate taxes which will be payable after the Closing Date, which are properly allocable to any period prior to the Adjustment Point and which are otherwise credited to Purchaser at Closing, such payment being the estimated aggregate amount of payments to be (and not previously) made by Tenants and Adjoining Owners in reimbursement of such taxes, which payments, when made, and notwithstanding the provisions of subsection 6.1.7, shall be retained by Purchaser. Such estimates shall be subject to readjustment at such time as the actual amounts of the real estate taxes and reimbursement payments have been determinedbills. In the case of special assessments payable in installments, the installment for the fiscal year in which the Adjustment Point occurs shall be apportioned by Equitable the Sellers and Purchaser as provided above and Purchaser or Owner shall be responsible for paying all subsequent installments thereof. If any Tenant in occupancy at the Closing Date or Adjoining Owner is obligated to pay any Impositions directly to the applicable taxing authority, such Impositions shall not be apportioned. 6.4.2 Water and sewer charges, if any, payable by Equitable Owner on the basis of the period or periods for which the same are payable. If there are water meters at any Mallthe Property, Equitable the Sellers shall furnish readings to a date not more than thirty (30) days prior to the Closing Date, and the unfixed meter charges and the unfixed sewer charges, if any, based thereon for the inter vening intervening time shall be apportioned on the basis of such last readings. Any water and sewer charges payable by Tenants in occupancy on the Closing Date or Adjoining Owners directly to the entity or entities furnishing such services shall not be apportioned. 6.4.3 Utilities and fuel payable by EquitableOwner, including without limitation electricity and gas. Equitable The Sellers shall endeavor to have the meters for such utilities read the day on which the Adjustment Point occurs and will pay the bills rendered to it on the basis of such readings. If Equitable does the Sellers do not obtain such a meter reading with respect to any such utility, the adjustment therefor shall be made on the basis of the most recently issued bills therefor which are based on meter readings not earlier than thirty (30) days prior to the Adjustment Point. Equitable The Sellers will receive a credit in an amount equal to any cash security deposits held by any utility companies (with interest thereon, if any, in the amount equal to the amount accrued on such security deposits), and shall assign to Purchaser at and after the Closing Owner shall retain all of Equitable's right, title and interest in and to such security deposits. Purchaser will make its own arrangements for any surety bonds required by any utility companies within 10 ten (10) Business Days following the Closing Date, and Equitable will thereafter cancel any bonds previously furnishedfurnished may, at the Purchaser's option, be cancelled on or after the Closing. If fuel oil, propane or other fuel is used at any Mallthe Property, Equitable the Sellers shall deliver to Purchaser at the Closing statements of the suppliers of such fuel dated within three days of the Adjustment Point setting forth the quantity of fuel on hand and the cost paid by Equitable Owner therefor, and Purchaser shall pay to Equitable the Sellers at the Closing the cost of such fuel (including taxes thereon, if any) as shown on such statements. Charges for any utilities payable by Tenants in occupancy on the Closing Date and Adjoining Owners directly to the utility companies furnishing the same shall not be apportioned. 6.4.4 Charges payable by Equitable Owner under the Other Agreements. 6.4.5 Contributions payable by Equitable Owner to merchants' and other associations, and to promotional and marketing funds and activities at the MallsProperty, it being understood that Equitable the Sellers shall be required reimbursed at the Closing for marketing or promotional expenditures paid for prior to fund any share of pre-the Closing to the extent that the advertisements or other items covered by such expenditures will appear or take place on or after the Closing Date and the Purchaser shall receive a credit to the Purchase Price in the amount equal to marketing and promotion costsor promotional expenditures not paid for prior to the Closing to the extent that the advertisements or other items covered by such expenditures have appeared or taken place prior to the Closing Date. 6.4.6 If on the Closing Date, there are pending any tax certiorari proceedings and/or protests of real estate tax assessments of any Mall relating to the Property in respect of the real estate taxes payable for the then-current tax fiscal year, then then (i) Equitable the Sellers shall have the right to continue direct the prosecution by Owner or its successor (and Purchaser shall cause Owner or such successor to follow such directions) of such proceedings or protests and collect any refunds payable in respect thereof if on the Closing Date more than half of such fiscal year shall have elapsed, and (ii) Purchaser Owner (and Purchaser, as the owner of all of the Membership Interests) shall have the right to take over retain control of the prosecution of such proceedings or protests and collect any refunds payable in respect thereof if on the Closing Date half of such fiscal year or less shall have elapsed; provided, however, that no settlement of any such settlement proceedings or protests shall be made without the prior written approval of the other party hereto, such approval not to be unreasonably withheld or delayed. Equitable The Sellers or their designee shall have the right to continue to prosecute take over the prosecution of any such proceedings or protests in the name of Owner with respect to any prior periods without the participation or approval of PurchaserPurchaser (and Purchaser shall cause Owner to execute all documents reasonably requested by the Sellers in connection therewith, at the Sellers' expense), and Purchaser shall have the right to prosecute direct the prosecution and settlement by Owner of any such proceedings or protests for any subsequent periods tax fiscal year which commences on or after the Closing Date without the participation or approval of Equitablethe Sellers, provided that no such settlement by or at the direction of the Sellers or Purchaser pursuant to this sentence shall, without the written consent of the other, include any agreement or settlement with respect to real estate tax assessments relating to a tax fiscal year as to which the other party has, pursuant to this sentence, the right to direct the prosecution and settlement of proceedings and protests. With respect to any refund to which the Sellers are entitled pursuant to this subsection 6.4.6, the Sellers are hereby authorized to negotiate any check made payable to Owner in respect of such refund. Within 30 thirty (30) days after receipt by Equitable the Sellers of a refund for the fiscal year in which the Closing occurs or any prior period, Equitable the Sellers shall submit to Purchaser a schedule showing the amount of such refund, net of the costs and expenses of obtaining the same, which is payable to each Tenant then in possession at such Mall and each Adjoining the Property (or to Owner, to the extent the same had been paid by Owner), and shall remit to Purchaser Owner the aggregate of all amounts so payable. If any such refund shall be received by Owner, Purchaser shall cause Owner to notify the Sellers of such refund and upon the Sellers' delivery to Purchaser (which delivery shall occur no later than thirty (30) days after notice to the Sellers of such refund) of a schedule of the amount of such refund, net of the costs and expenses of obtaining the same, which is payable to each Tenant then in possession at the Property, Purchaser shall cause Owner to immediately remit such refund to the applicable Tenants. From time to time after the Closing Closing, Purchaser shallshall cause Owner, upon request, to advise Equitable the Sellers of the names of any Tenants which are in occupancy at the Closing but cease to be in occupancy thereafter. Purchaser shall cause Owner to promptly pay any amounts so received from Equitable the Sellers to the Tenants in possession and Adjoining Owners pursuant to and in accordance with the schedule submitted to it by Equitable the Sellers and Purchaser shall indemnify and hold Equitable the Sellers harmless from and against all claims, demands, liabilities and expenses (including, without limitation, reasonable attorneys' fees and disbursements) asserted against, imposed on or incurred by Equitable the Sellers by reason of Purchaser's the failure by Owner to make any such payment to a Tenant in possession or an Adjoining Ownerpossession. Equitable The Sellers shall indemnify and hold Purchaser and Owner harmless from and against all claims, demands, liabilities and expenses (including, without limitation, reasonable attorneys' fees) asserted against, imposed on or incurred by Purchaser or Owner by reason of (i) any claim by a Tenant no longer in possession at the applicable Mall Property that it is entitled to a portion of any such refund refund, but only with respect to the period prior to the Adjustment Point and (ii) any claim by a Tenant in possession or Adjoining Owner at the applicable Mall Property that it is entitled to more than the amount paid to it by 6.4.7 Any accrued by Purchaser in accordance with the schedule furnished by the Sellers to Purchaser, but unpaid interest only with respect to the period prior to the Adjustment Point. The amount of any refund obtained by the Sellers or Purchaser (or Owner) in respect of the fiscal year in which the Closing occurs as a result of any such proceeding or protest, or the settlement thereof, net of costs and Trustee's and Rating Agency fees expenses payable by the Sellers or Purchaser (or Owner) in connection with therewith and the Existing Financingamount of such refund payable to Tenants, but excluding fees payable shall be apportioned between Purchaser and the Sellers in connection with the obtaining of the Rating Agency Approval. 6.4.8 Any amounts deposited with the Trustee manner that real estate taxes for such year were apportioned pursuant to subsection 6.4.1, and the terms portion of such amount properly allocable to the Existing Financing. 6.4.9 Rent under period prior to the Ground Leases, including, without limitation, percentage Adjustment Point shall be paid by Purchaser (or overage rent, real estate taxes, insurance premiums and any other amounts paid Owner) to the Sellers or the amount properly allocable to the period subsequent to the Adjustment Point shall be paid by the ground lessee thereunderSellers to Purchaser or Owner, as the case may be. 6.4.10 Any other items of income or expense of the Malls which, in accordance with generally accepted business practices, should be apportioned between Equitable and Purchaser. 6.5