Common use of Adjustments and Prorations Clause in Contracts

Adjustments and Prorations. 6.1 The following adjustments and prorations shall be made at the Closing between SCOLP, Owner and Contributor. The adjustments and prorations will be made by a cash payment and shall not be an adjustment to the Units to be issued at Closing. (a) Real estate taxes and personal property taxes which are a lien upon or levied against any portion of the Project prior to the Contribution Date (other than current taxes), and all special assessments levied on any portion of the Project prior to the Contribution Date, shall be paid by Owner or Contributor prior to the Contribution Date. Current real estate and personal property taxes and assessments shall be prorated at the Closing effective as of the Closing Date on a calendar year basis, understanding that real estate taxes in the State of Florida are payable in arrears. Such proration shall be made on the basis of the amount of real estate and personal property taxes for the current year if and to the extent that the taxing authorities have issued statements therefor, but otherwise based on real estate taxes assessed for the current tax year plus an estimated increase of 5%. Real estate taxes and personal property taxes levied against any portion of the Project and applicable to the period after the Contribution Date shall be prorated and adjusted between the parties on a calendar year basis and shall be paid by Contributor or SCOLP, as the case may be. (b) The amount of all unpaid water and other utility bills for the Project which are not directly billed to the tenants of the Project, and all other operating and other expenses incurred with respect to the Project and Owner, and relating to the period prior to the Contribution Date, shall be paid by Owner or Contributor on or prior to the Contribution Date or, if not paid, an amount equal to such unpaid expenses shall be part of the cash adjustment at Closing. The amount of all prepaid water and other utility bills for the Project, and all other operating and other expenses to be incurred with respect to the Project and Owner, and relating to the period after and including the Contribution Date, shall be paid by SCOLP to Contributor on the Contribution Date. (c) Charges under Project Contracts (as defined below) attributable to the period prior to the Contribution Date shall be paid by Owner or Contributor prior to the Contribution Date, or, if not paid, the amount due shall be reserved in cash within the Owner as of the Contribution Date. Prepaid charges under Project Contracts attributable to the period after and including the Contribution Date shall be paid by SCOLP to Contributor on the Contribution Date. (d) All rental and other revenues collected by Owner up to the Contribution Date which are allocable to the period prior to the Contribution Date, including without limit pass-through and pass-on charges, shall become a part of the disbursement from Owner to the Holding Company (and then from the Holding Company to Contributor) made pursuant to Section 6.2 below. (e) Prepaid revenue received by the Owner attributable to the period after and including the Contribution Date including, without limit, tenant rents, pass-through charges, pass-on charges, water and other periodic revenues (the “Rents”) for the calendar month in which the Closing Date occurs (the “Closing Month”), and Rents not delinquent more than thirty days as of the Closing Date (for those residents which remain in occupancy at the Project), shall be prorated on an accrual basis. SCOLP shall either pay the Contributor or provide the Contributor with a credit for (x) all unpaid Rents from tenants who are not delinquent more than thirty days as of the Closing Date (for those residents which remain in occupancy at the Project); and (y) the pro rata share of the total unpaid Rents for the Closing Month based upon the number of days in such month. SCOLP shall be paid or shall receive a credit for the pro rata share of the collected Rents received for the Closing Month. In addition to the foregoing, SCOLP and Contributor shall mutually agree as to the amount to be paid or credited to Contributor, if any, for Rents delinquent more than thirty days as of the Closing Date (for those residents which remain in occupancy at the Project), based upon the likelihood of collecting such Rents. In the event the parties are unable to agree, the Owner shall apply any payments received during the period between the Closing Date and the date which is ninety days after the Closing Date, first to the cost of collecting such payments, then to the most recent charges due and, thereafter, to unpaid charges due prior to Closing. Any payments received after the ninetieth day after Closing shall not be subject to pro ration. Contributor shall have no further rights following Closing with respect to such Rents. In addition to the foregoing, SCOLP shall also pay or provide Contributor with a credit for the amount of accrued but unpaid utility fees due from the tenants with respect to periods prior to Closing. To the extent any Rents allocable to the period prior to the Closing Date are collected after Closing, they shall remain the property of the Owner and/or SCOLP, and shall not be paid to or distributed to the Contributor. The Owner shall not distribute or assign to the Contributor and the Contributor shall not have the right to seek collection, through litigation or otherwise, of unpaid Rents. Any eviction actions which are on-going as of the Closing Date and the expense of any legal fees associated with such eviction actions incurred on and after the Closing Date shall be the responsibility of Owner after Closing and shall not be charged to Contributor. Sums received on account of such litigation shall also remain the property of the Owner and shall not be paid to the Contributor or otherwise subject to proration. (f) An amount equal to all expenses of the Project which were paid prior to the Contribution Date and for which Owner will benefit after the Contribution Date shall be disbursed or credited to Contributor at the Closing. (g) All compensation, fringe benefits and other amounts due the employees of Owner or the manager of the Project for the period prior to the Contribution Date, whether as hourly pay, salaries, overtime, bonus, vacation or sick pay, severance pay, pensions or otherwise, and all amounts due for the payment of employment taxes with respect thereto, shall be paid by Owner on or prior to the Contribution Date, or, if not paid, an amount equal to such entire unpaid liability shall be paid in cash at Closing. (h) All costs and expenses incurred by Owner, the Holding Company or Contributor prior to the Contribution Date in connection with the transactions contemplated herein and the performance of its obligations under this Agreement, including, without limitation, attorney and other professional fees, the Acquisition Loan, and the costs and expenses payable by Owner, Holding Company or Contributor hereunder (including, without limitation, the costs and expenses specified in Section 19.1 to be paid by Contributor), shall be paid by Contributor and shall not be charged to, or the responsibility of SCOLP. (i) The amount of all escrows and reserves required under the Mortgage Documents which are on deposit on the Contribution Date shall be paid by SCOLP to the Contributor on the Contribution Date or, if not paid, an amount equal to such escrows and reserves shall be credited to Contributor in connection with the cash adjustment at Closing. (j) In the event any rental discounts, leasing incentives or other credits, incentives or obligations have been provided to any of the occupants at the Project for any reason, and the same have not been fully satisfied by Closing, SCOLP shall be entitled to a credit or payment at Closing in the amount of such discounts, incentives or obligations. In all events, all debts, obligations, charges, liabilities and liens with respect to the Project shall be fully paid and satisfied or credited or paid to SCOLP on the Contribution Date, except only the Existing Mortgage and the lien for taxes not yet due and payable. 6.2 On or prior to the Contribution Date, Contributor (directly or indirectly through the Holding Company) shall be entitled to a distribution from Owner in an amount equal to all of the cash and cash equivalent assets held by Owner as of the Contribution Date, after deduction for any and all costs, expenses and prorations payable by or chargeable against the Xxxxxx Entities hereunder. The Owner shall not distribute any other right, claim, cause of action or asset after the Effective Date of this Agreement. 6.3 If within ninety (90) days after the Closing either SCOLP or Contributor discovers any inaccuracies or errors in the pro rations or adjustments done at Closing pursuant to Sections 6.1 and/or 6.2, such party shall notify the other party of such inaccuracy or error by written notice including reasonable detail of the appropriate calculation. The parties shall attempt, in good faith, to resolve any issues with respect to delinquent revenue and the prorations and adjustments done at Closing pursuant to Section 6.1. After the parties resolve any such issues or, in the event the parties are unable to resolve issues, a final judgment has been rendered with respect to such matter without timely appeal or after all appeals timely made are fully resolved, SCOLP and Contributor shall promptly take all action and pay all sums necessary so that such pro rations and adjustments shall be in accordance with the terms of this Agreement, and the obligations of either party to pay any such amount shall survive the Contribution Date. Prorations and adjustments to prorations are not subject to, or included within, the Minimum Amount or Maximum Amount set forth in Section 7.3(d).

Adjustments and Prorations. 6.1 8.1 The following adjustments and prorations shall be made at the Closing between SCOLPSeller and Purchaser computed to, Owner and Contributor. The adjustments and prorations will be made by a cash payment and shall but not be an adjustment to including, the Units to be issued at ClosingClosing Date. (a) Real estate taxes and personal property taxes which are a lien upon or levied against any portion of the Project on or prior to the Contribution Date (other than current taxes)Closing Date, and all special assessments levied on any portion of the Project prior to the Contribution Date, Closing Date shall be paid by Owner or Contributor prior to the Contribution DateSeller. Current real estate and personal property taxes and assessments shall be prorated at the Closing effective as of the Closing Date on a calendar year basisFurther, understanding that real estate all taxes in the State nature of Florida are payable rollback or similar taxes charged, assessed or levied based on the prior use or any change in arrears. Such proration use of the Land or Improvements shall be made on the basis obligation of the amount of Seller. All current real estate and personal property taxes for the current year if and to the extent that the taxing authorities have issued statements therefor, but otherwise based on real estate taxes assessed for the current tax year plus an estimated increase of 5%. Real estate taxes and personal property taxes (the “Current Taxes”) levied against any portion of the Project and applicable with respect to the period after tax year in which the Contribution Date Closing occurs, which Current Taxes are payable in arrears, shall be prorated and adjusted between the parties on a calendar such that the Seller is responsible for that portion of the Current Taxes allocable to the period from the beginning of such tax year basis to the Closing Date, and shall be paid the Purchaser is responsible for that portion of the Current Taxes allocable to the period from the Closing Date through the end of the tax year. If the tax bills for the Current Taxes have not been issued by Contributor or SCOLPthe Closing Date, as Seller and Purchaser agree to use 105% of the case may beamount of the taxes for the year immediately preceding the Closing for the purpose of computing the prorations under this Section 8.1(a). (b) The amount of all unpaid water and other utility bills for the Project which are not directly billed to the tenants of the Projectbills, and of all other day to day operating and other expenses (the “Expenses”) incurred with respect to the Project and OwnerProject, and relating to the period prior to the Contribution Closing Date, shall be paid by Owner Seller or Contributor on or prior if unpaid, credited to the Contribution Date or, if not paid, an amount equal to such unpaid expenses shall be part of the cash adjustment Purchaser at Closing. The amount of all prepaid water and other utility bills for the Project, and all other operating and other expenses to be incurred with respect to the Project and Owner, and relating Expenses attributable to the period from and after and including the Contribution Date, Closing shall be paid the obligation of the Purchaser or to the extent prepaid by SCOLP Seller, credited to Contributor on the Contribution DateSeller at Closing. (c) Charges under Project Contracts (as defined below) which are assigned to Purchaser at Purchaser's request shall be paid by Seller, to the extent attributable to the period prior to the Contribution Date Closing Date, and shall be paid by Owner or Contributor prior Purchaser, to the Contribution Date, or, if not paid, the amount due shall be reserved in cash within the Owner as of the Contribution Date. Prepaid charges under Project Contracts extent attributable to the period from and after the Closing Date, and including the Contribution Date all charges due under Project Contracts not assigned to Purchaser shall be paid by SCOLP to Contributor on the Contribution DateSeller. (d) All rental and other revenues collected by Owner the Seller up to the Contribution Closing Date which are allocable to the period prior to the Contribution Date, including without limit pass-through from and pass-on charges, shall become a part of the disbursement from Owner to the Holding Company (and then from the Holding Company to Contributor) made pursuant to Section 6.2 below. (e) Prepaid revenue received by the Owner attributable to the period after and including the Contribution Date including, without limit, tenant rents, pass-through charges, pass-on charges, water and other periodic revenues (the “Rents”) for the calendar month in which the Closing Date occurs (the “Closing Month”), and Rents not delinquent more than thirty days as of the Closing Date (for those residents which remain in occupancy at the Project), shall be prorated on an accrual basis. SCOLP shall either pay the Contributor or provide the Contributor with a credit for (x) all unpaid Rents from tenants who are not delinquent more than thirty days as of the Closing Date (for those residents which remain in occupancy at the Project); and (y) the pro rata share of the total unpaid Rents for the Closing Month based upon the number of days in such month. SCOLP shall be paid or shall receive a credit for the pro rata share of the collected Rents received for the Closing Month. In addition by Seller to the foregoing, SCOLP and Contributor shall mutually agree as to the amount to be paid or credited to Contributor, if any, for Rents delinquent more than thirty days as of the Closing Date (for those residents which remain in occupancy at the Project), based upon the likelihood of collecting such Rents. In the event the parties are unable to agree, the Owner shall apply any payments received during the period between the Closing Date and the date which is ninety days after the Closing Date, first to the cost of collecting such payments, then to the most recent charges due and, thereafter, to unpaid charges due prior to Closing. Any payments received after the ninetieth day after Closing shall not be subject to pro ration. Contributor shall have no further rights following Closing with respect to such Rents. In addition to the foregoing, SCOLP shall also pay or provide Contributor with a credit for the amount of accrued but unpaid utility fees due from the tenants with respect to periods prior to ClosingPurchaser. To the extent Purchaser collects, within ninety (90) days after the Closing, any Rents rental or revenues allocable to the period prior to the Closing Date are Date, the Purchaser shall pay the same to Seller; provided, however, Purchaser is assuming no obligation whatsoever for the collection of such rentals or revenues and all rentals and revenues collected after Closing, they shall remain the property of the Owner and/or SCOLP, and shall not be paid subsequent to or distributed to the Contributor. The Owner shall not distribute or assign to the Contributor and the Contributor shall not have the right to seek collection, through litigation or otherwise, of unpaid Rents. Any eviction actions which are on-going as of the Closing Date and the expense of any legal fees associated with such eviction actions incurred on and after the Closing Date shall always, in the first instance, be the responsibility of Owner after Closing and shall not be charged to Contributor. Sums received on account of such litigation shall also remain the property of the Owner and shall not be paid applied first to the Contributor or otherwise subject to proration. (f) An amount equal to all expenses of most current rentals and revenues, if any, then due under the Project which were paid prior to the Contribution Date and for which Owner will benefit after the Contribution Date shall be disbursed or credited to Contributor at the Closing. (g) All compensation, fringe benefits and other amounts due the employees of Owner or the manager of the Project for the period prior to the Contribution Date, whether as hourly pay, salaries, overtime, bonus, vacation or sick pay, severance pay, pensions Tenant Leases or otherwise, and all amounts due for the payment of employment taxes with respect thereto, . Purchaser shall be paid by Owner on or prior have no obligation to the Contribution Date, or, if not paid, an amount equal remit to Seller any such entire unpaid liability shall be paid in cash at Closing. (h) All costs and expenses incurred by Owner, the Holding Company or Contributor prior to the Contribution Date in connection with the transactions contemplated herein and the performance of its obligations under this Agreement, including, without limitation, attorney and other professional fees, the Acquisition Loan, and the costs and expenses payable by Owner, Holding Company or Contributor hereunder (including, without limitation, the costs and expenses specified in Section 19.1 to be paid by Contributor), shall be paid by Contributor and shall not be charged to, or the responsibility of SCOLP. (i) The amount of all escrows and reserves required under the Mortgage Documents which are on deposit on the Contribution Date shall be paid by SCOLP to the Contributor on the Contribution Date or, if not paid, an amount equal to such escrows and reserves shall be credited to Contributor in connection with the cash adjustment at Closing. (j) In the event any rental discounts, leasing incentives or other credits, incentives or obligations have been provided to any of the occupants at the Project for any reason, and the same have not been fully satisfied by Closing, SCOLP shall be entitled to a credit or payment at Closing in the amount of such discounts, incentives or obligations. In all events, all debts, obligations, charges, liabilities and liens with respect to the Project shall be fully paid and satisfied or credited or paid to SCOLP on the Contribution Date, except only the Existing Mortgage and the lien for taxes not yet due and payable. 6.2 On or prior to the Contribution Date, Contributor (directly or indirectly through the Holding Company) shall be entitled to a distribution from Owner in an amount equal to all of the cash and cash equivalent assets held by Owner as of the Contribution Date, after deduction for any and all costs, expenses and prorations payable by or chargeable against the Xxxxxx Entities hereunder. The Owner shall not distribute any other right, claim, cause of action or asset after the Effective Date of this Agreement. 6.3 If within delinquent rents collected later than ninety (90) days after the Closing. (e) If any Tenant Lease provides for the rent payable by the tenant after the Closing Date to be less than the pro forma or budgeted rent for such home site as set forth on the Rent Roll, whether as a result of free rent, reduced rent or any other form of rent concessions(in each case, a “Rent Concession”), at Closing the Purchaser shall be entitled to a credit from the Seller in an amount equal to sum of all such rent concessions made to tenants attributable to the period after the Closing Date, provided that Purchaser did not consent or otherwise agree to such Rent Concession. If any Rent Concession extends for a period longer than twelve (12) months after the Closing Date, for the purpose of computing the credit to Purchaser hereunder applicable to such period beginning twelve (12) months after the Closing Date, the pro forma or budgeted rent set forth on the Rent shall be increased by five percent (5%). (f) All security and other deposits held under the Tenant Leases, together with any interest accrued thereon (to the extent applicable law requires interest to be paid by the holder of such deposits), shall be paid by Seller to Purchaser in accordance with the laws of the State of Florida or Purchaser shall receive an appropriate credit on the closing statement. (g) Any real estate transfer tax, intangible tax, documentary tax, sales tax, vehicle transfer tax and sales and use taxes levied on the transfer and conveyance of the Project, whether levied on the Land, Improvements, Personal Property or otherwise, shall be paid by Seller. 8.2 If within six (6) months after the Closing, either SCOLP Seller or Contributor Purchaser discovers any inaccuracies or errors in the pro rations prorations or adjustments done at Closing pursuant to Sections 6.1 and/or 6.2Closing, such party Seller and Purchaser shall notify the other party of such inaccuracy or error by written notice including reasonable detail of the appropriate calculation. The parties shall attempt, in good faith, to resolve any issues with respect to delinquent revenue and the prorations and adjustments done at Closing pursuant to Section 6.1. After the parties resolve any such issues or, in the event the parties are unable to resolve issues, a final judgment has been rendered with respect to such matter without timely appeal or after all appeals timely made are fully resolved, SCOLP and Contributor shall promptly take all action and pay all sums necessary so that such pro rations the said prorations and adjustments shall be in accordance with the terms of this Agreement, and the obligations of either party to pay any such amount shall survive the Contribution Closing Date. Prorations and adjustments to prorations are not subject to, or included within, the Minimum Amount or Maximum Amount set forth in Section 7.3(d).

Adjustments and Prorations. 6.1 The following adjustments and prorations shall be made at the Closing between SCOLP, Owner and Contributor. The adjustments and prorations will be made by a cash payment and shall Contributor computed to, but not be an adjustment to including, the Units to be issued at ClosingContribution Date. (a) Real estate taxes and personal property taxes which are a lien upon or levied against any portion of the Project prior to the Contribution Date (other than current taxes), and all special assessments levied on any portion of the Project prior to the Contribution Date, shall be paid by Owner or Contributor prior to the Contribution Date. Current real estate and personal property taxes and assessments shall be prorated at the Closing effective as of the Closing Date on a calendar year basis, understanding that real estate taxes in the State of Florida are payable in arrears. Such proration shall be made on the basis of the amount of real estate and personal property taxes for the current year if and to the extent that the taxing authorities have issued statements therefor, but otherwise based on real estate taxes assessed for the current tax year plus an estimated increase of 5%. Real estate taxes and personal property taxes levied against any portion of the Project and applicable to the period after the Contribution Date shall be prorated and adjusted between the parties on a calendar year basis and shall be paid by Contributor or SCOLP, as the case may be. (b) The amount of all unpaid water and other utility bills for the Project which are not directly billed to the tenants of the Project, and all other operating and other expenses incurred with respect to the Project and Owner, and relating to the period prior to the Contribution Date, shall be paid by Owner or Contributor on or prior to the Contribution Date or, if not paid, an amount equal to such unpaid expenses shall be part reserved in cash within the Owner as of the cash adjustment at Closing. The amount of all prepaid water and other utility bills for the Project, and all other operating and other expenses to be incurred with respect to the Project and Owner, and relating to the period after and including the Contribution Date, shall be paid by SCOLP to Contributor on the Contribution Date. (c) Charges under Project Contracts (as defined below) attributable to the period prior to the Contribution Date shall be paid by Owner or Contributor prior to the Contribution Date, or, if not paid, the amount due shall be reserved in cash within the Owner as of the Contribution Date. Prepaid charges under Project Contracts attributable to the period after and including the Contribution Date shall be paid by SCOLP to Contributor on the Contribution Date. (d) All rental and other revenues collected by Owner up to the Contribution Date which are allocable to the period prior to the Contribution Date, including without limit pass-through and pass-on charges, Date shall become a part of the disbursement from Owner to the Holding Company (and then from the Holding Company to Contributor) made pursuant to Section 6.2 below. (e) Prepaid revenue received An amount equal to all security and other deposits described in the Rent Roll, together with any interest accrued thereon (to the extent applicable law requires interest to be paid by the holder of such deposits) shall be reserved in cash within the Owner attributable to the period after and including as of the Contribution Date including, without limit, tenant rents, pass-through charges, pass-on charges, water and other periodic revenues (the “Rents”) for the calendar month in which the Closing Date occurs (the “Closing Month”), and Rents not delinquent more than thirty days as of the Closing Date (for those residents which remain in occupancy at the Project), shall be prorated on an accrual basis. SCOLP shall either pay the Contributor or provide the Contributor with a credit for (x) all unpaid Rents from tenants who are not delinquent more than thirty days as of the Closing Date (for those residents which remain in occupancy at the Project); and (y) the pro rata share of the total unpaid Rents for the Closing Month based upon the number of days in such month. SCOLP shall be paid or shall receive a credit for the pro rata share of the collected Rents received for the Closing Month. In addition to the foregoing, SCOLP and Contributor shall mutually agree as to the amount to be paid or credited to Contributor, if any, for Rents delinquent more than thirty days as of the Closing Date (for those residents which remain in occupancy SCOLP at the Project), based upon the likelihood of collecting such Rents. In the event the parties are unable to agree, the Owner shall apply any payments received during the period between the Closing Date and the date which is ninety days after the Closing Date, first to the cost of collecting such payments, then to the most recent charges due and, thereafter, to unpaid charges due prior to Closing. Any payments received after the ninetieth day after Closing shall not be subject to pro ration. Contributor shall have no further rights following Closing with respect to such Rents. In addition to the foregoing, SCOLP shall also pay or provide Contributor with a credit for the amount of accrued but unpaid utility fees due from the tenants with respect to periods prior to Closing. To the extent any Rents allocable to the period prior to the Closing Date are collected after Closing, they shall remain the property of the Owner and/or SCOLP, and shall not be paid to or distributed to the Contributor. The Owner shall not distribute or assign to the Contributor and the Contributor shall not have the right to seek collection, through litigation or otherwise, of unpaid Rents. Any eviction actions which are on-going as of the Closing Date and the expense of any legal fees associated with such eviction actions incurred on and after the Closing Date shall be the responsibility of Owner after Closing and shall not be charged to Contributor. Sums received on account of such litigation shall also remain the property of the Owner and shall not be paid to the Contributor or otherwise subject to proration. (f) An amount equal to all expenses of the Project which were paid prior to the Contribution Date and for which Owner will benefit after the Contribution Date shall be disbursed or credited to Contributor at the Closing. (g) All compensation, fringe benefits and other amounts due the employees of Owner or the manager of the Project for the period prior to the Contribution Date, whether as hourly pay, salaries, overtime, bonus, vacation or sick pay, severance pay, pensions or otherwise, and all amounts due for the payment of employment taxes with respect thereto, shall be paid by Owner on or prior to the Contribution Date, or, if not paid, an amount equal to such entire unpaid liability shall be paid reserved in cash at Closingwithin the Owner as of the Contribution Date. (h) All costs and expenses incurred by Owner, the Holding Company or Contributor prior to the Contribution Date in connection with the transactions contemplated herein and the performance of its obligations under this Agreement, including, without limitation, attorney and other professional fees, the Acquisition Loan, fees and the costs and expenses payable by Owner, Holding Company Owner or Contributor hereunder (including, without limitation, the costs and expenses specified in Section 19.1 to be paid by ContributorMembers), shall be paid by Contributor and shall not be charged to, or the responsibility of of, Owner, the Holding Company or SCOLP. (i) The amount of all escrows and reserves required All interest accrued under the Mortgage Documents which are on deposit on Note through the Contribution Date, and all other fees and charges due or accrued under the Mortgage Note, Mortgage or with respect to the Loan as of the Contribution Date (including, without limitation, all assumption fees and expenses related thereto), shall be paid by SCOLP to the Contributor Owner on or before the Contribution Date Date, or, if not paid, an amount equal to such escrows and reserves shall be credited to Contributor in connection with the cash adjustment at Closing. (j) In the event any rental discounts, leasing incentives or other credits, incentives or obligations have been provided to any of the occupants at the Project for any reason, and the same have not been fully satisfied by Closing, SCOLP shall be entitled to a credit or payment at Closing in the entire amount of such discountsaccrued interest, incentives or obligations. In all events, all debts, obligations, charges, liabilities fees and liens with respect to the Project charges shall be fully paid and satisfied or credited or paid to SCOLP on reserved in cash within the Owner as of the Contribution Date, except only the Existing Mortgage and the lien for taxes not yet due and payable. 6.2 On or prior to the Contribution Date, Contributor (directly or indirectly through the Holding Company) shall be entitled to a distribution from Owner in an amount equal to all of the cash and cash equivalent assets held by Owner as of the Contribution Date, after deduction for any and all costs, costs and expenses and prorations payable by Owner or chargeable against the Xxxxxx Entities Contributor hereunder. The Owner shall not distribute any other right, claim, cause of action or asset after the Effective Date of this Agreement. 6.3 If within ninety (90) days after the Closing either SCOLP or Contributor discovers any inaccuracies or errors in the pro rations prorations or adjustments done at Closing pursuant to Sections 6.1 and/or 6.2, such party shall notify the other party of such inaccuracy or error by written notice including reasonable detail of the appropriate calculation. The In such event, the parties shall attempt, in good faith, to resolve any issues with respect to delinquent revenue and the prorations and adjustments done at Closing pursuant to Section 6.1. After the parties resolve any such issues or, in the event the parties are unable to resolve issues, a final judgment has been rendered with respect to such matter without timely appeal or after all appeals timely made are fully resolved, SCOLP and Contributor shall promptly take all action and pay all sums necessary so that such pro rations prorations and adjustments shall be in accordance with the terms of this Agreement, and the obligations of either party to pay any such amount shall survive the Contribution Date. Prorations and adjustments to prorations are not subject to, or included within, the Minimum Amount or Maximum Amount set forth in Section 7.3(d).

Adjustments and Prorations. 6.1 The following adjustments matters and prorations items shall be made at apportioned between the Closing between SCOLPparties based on actual daily amounts or, Owner and Contributor. The adjustments and prorations will be made by where appropriate, credited in total to a cash payment and shall not be an adjustment to particular party, as of the Units to be issued at Closing.Cut-off Time as provided below: (a) To the extent possible, trade accounts payable (including amounts due under Hotel Contracts) shall be identified as of the Cut-off Time and paid in full at the Closing by Seller. Seller shall be and remain responsible for the full payment of any and all other trade accounts payable as of the Cut-off Time. (b) Real estate taxes and personal property taxes which are a lien upon or levied against any portion taxes, assessments, water and sewer rents, rates and charges, vault charges, canopy permit fees, and other municipal permit fees and assessments (collectively, the “Property Taxes”) shall be prorated as of the Project prior to the Contribution Date Cut-off Time. (c) Fees paid or payable in connection with transfer of Permits (other than current taxes), and all special assessments levied on any portion of the Project prior to the Contribution Date, shall be paid by Owner or Contributor prior to the Contribution Date. Current real estate and personal property taxes and assessments Excluded Permits) shall be prorated at the Closing effective as of the Cut-off Time. (d) Unless the Management Agreement is terminated on or before the Closing Date on a Date, all payments due under the Management Agreement shall be prorated as of the Cut-off Time. Without limitation of the foregoing, any incentive fees due and payable under the Management Agreement for the calendar year basis, understanding that real estate taxes in which Closing occurs shall be prorated between Purchaser and Seller in the State same proportion as gross revenues accrue under the Management Agreement prior to and after the Cut-off Time. As an example only, if for the calendar year in which Closing occurs 75% of Florida are payable in arrears. Such proration the gross revenues have accrued under the Management Agreement as of the Cut-off Time, Seller shall be made responsible for 75% of the incentive fees and Purchaser shall be responsible for 25% of the incentive fees for such calendar year. (e) All payments due under the Daily Grill Management Agreement shall be prorated as of the Cut-off Time. Without limitation of the foregoing: (i) any incentive fees due and payable under the Daily Grill Management Agreement for the calendar year in which Closing occurs shall be prorated between Purchaser and Seller in the same proportion as gross revenues accrue under the Daily Grill Management Agreement prior to and after the Cut-off Time; and (ii) in the event the Daily Grill Manager makes the payment described in Section 5 of the Daily Grill Management Agreement, such payment shall be solely for the benefit of Purchaser. (f) All payments due under the Parking Services Agreement shall be prorated as of the Cut-off Time. Without limitation of the foregoing, any incentive fees due and payable under the Parking Services Agreement for the calendar year in which Closing occurs shall be prorated between Purchaser and Seller in the same proportion as gross revenues accrue under the Parking Services Agreement prior to and after the Cut-off Time. (g) Purchaser shall receive a credit for: (1) Deposits, if any, under Bookings for Hotel facilities, (2) a percentage of any outstanding gift certificates, which percentage shall be based upon the amount, age and historic redemption rate of gift certificates at the Hotel, and (3) commissions due to credit and referral organizations, to the extent applicable after the Closing Date. Seller shall receive a credit for coin machine, telephone, washroom, and checkroom income arising before the Cut-off Time. (h) Gas, electricity and other utility charges shall be apportioned at Closing on the basis of the amount of real estate and personal property taxes for the current year if and most recent meter reading occurring prior to the extent that the taxing authorities have issued statements therefor, Closing (but otherwise based on real estate taxes assessed for the current tax year plus an estimated increase of 5%. Real estate taxes and personal property taxes levied against any portion of the Project and applicable subject to the period after the Contribution Date shall be prorated and adjusted between the parties on a calendar year basis and shall be paid by Contributor or SCOLP, later readjustment as the case may beset forth below). (bi) The amount of all unpaid water and other utility bills for the Project which are not directly billed to the tenants of the Project, and all other operating and other expenses incurred with respect to the Project and Owner, and relating to the period prior to the Contribution Date, shall be paid by Owner or Contributor on or prior to the Contribution Date or, if not paid, an amount equal to such unpaid expenses shall be part of the cash adjustment at Closing. The amount of all prepaid water and other utility bills for the Project, and all other operating and other expenses to be incurred with respect to the Project and Owner, and relating to the period after and including the Contribution Date, shall be paid by SCOLP to Contributor on the Contribution Date. Non-delinquent operational and/or occupancy taxes (c) Charges under Project Contracts (as defined below) unless amounts attributable to the period prior to the Contribution Date shall be paid by Owner or Contributor prior to the Contribution Date, or, if not paid, the amount due shall be reserved in cash within the Owner as of the Contribution Date. Prepaid charges under Project Contracts attributable to the period after and including the Contribution Date shall be paid by SCOLP to Contributor on the Contribution Date. (d) All rental and other revenues collected by Owner up to the Contribution Date which are allocable to the period prior to the Contribution Date, including without limit pass-through and pass-on charges, shall become a part of the disbursement from Owner to the Holding Company (and then from the Holding Company to Contributor) made pursuant to Section 6.2 below. (e) Prepaid revenue received by the Owner attributable to the period after and including the Contribution Date including, without limit, tenant rents, pass-through charges, pass-on charges, water and other periodic revenues (the “Rents”) for the calendar month in which the Closing Date occurs (the “Closing Month”), and Rents not delinquent more than thirty days as of the Closing Date (for those residents which remain in occupancy at the Project), shall be prorated on an accrual basis. SCOLP shall either pay the Contributor or provide the Contributor with a credit for (x) all unpaid Rents from tenants who are not delinquent more than thirty days as of the Closing Date (for those residents which remain in occupancy at the Project); and (y) the pro rata share of the total unpaid Rents for the Closing Month based upon the number of days in such month. SCOLP shall be paid or shall receive a credit for the pro rata share of the collected Rents received for the Closing Month. In addition to the foregoing, SCOLP and Contributor shall mutually agree as to the amount to be paid or credited to Contributor, if any, for Rents delinquent more than thirty days as of the Closing Date (for those residents which remain in occupancy at the Project), based upon the likelihood of collecting such Rents. In the event the parties are unable to agree, the Owner shall apply any payments received during the period between the Closing Date and the date which is ninety days after the Closing Date, first to the cost of collecting such payments, then to the most recent charges due and, thereafter, to unpaid charges due prior to Closing. Any payments received after the ninetieth day after Closing shall not be subject to pro ration. Contributor shall have no further rights following Closing with respect to such Rents. In addition to the foregoing, SCOLP shall also pay or provide Contributor with a credit for the amount of accrued but unpaid utility fees due from the tenants with respect to periods prior to Closing. To the extent any Rents allocable to the period prior to the Closing Date are collected after Closing, they shall remain the property of the Owner and/or SCOLP, and shall not be paid to or distributed directly by Seller to the Contributor. The Owner applicable taxing authority) shall not distribute or assign to the Contributor and the Contributor shall not have the right to seek collection, through litigation or otherwise, of unpaid Rents. Any eviction actions which are on-going be prorated as of the Closing Date and the expense of any legal fees associated with such eviction actions incurred on and after the Closing Date shall be the responsibility of Owner after Closing and shall not be charged to Contributor. Sums received on account of such litigation shall also remain the property of the Owner and shall not be paid to the Contributor or otherwise subject to proration. (f) An amount equal to all expenses of the Project which were paid prior to the Contribution Date and for which Owner will benefit after the Contribution Date shall be disbursed or credited to Contributor at the Closing. (g) All compensation, fringe benefits and other amounts due the employees of Owner or the manager of the Project for the period prior to the Contribution Date, whether as hourly pay, salaries, overtime, bonus, vacation or sick pay, severance pay, pensions or otherwise, and all amounts due for the payment of employment taxes with respect thereto, shall be paid by Owner on or prior to the Contribution Date, or, if not paid, an amount equal to such entire unpaid liability shall be paid in cash at Closing. (h) All costs and expenses incurred by Owner, the Holding Company or Contributor prior to the Contribution Date in connection with the transactions contemplated herein and the performance of its obligations under this Agreement, including, without limitation, attorney and other professional fees, the Acquisition Loan, and the costs and expenses payable by Owner, Holding Company or Contributor hereunder (including, without limitation, the costs and expenses specified in Section 19.1 to be paid by Contributor), shall be paid by Contributor and shall not be charged to, or the responsibility of SCOLP. (i) The amount of all escrows and reserves required under the Mortgage Documents which are on deposit on the Contribution Date shall be paid by SCOLP to the Contributor on the Contribution Date or, if not paid, an amount equal to such escrows and reserves shall be credited to Contributor in connection with the cash adjustment at ClosingCut-off Time. (j) In Telephone and telex contracts and contracts for the event supply of heat, steam, electric power, gas, lighting and any rental discounts, leasing incentives or other credits, incentives or obligations have been provided to any utility service shall be prorated as of the occupants at the Project Cut-off Time, with Seller receiving a credit for each deposit, if any, made by Seller as security under any reason, and such public service contracts if the same have not been fully satisfied by Closingis transferable and provided such deposit remains on deposit for the benefit of Purchaser. Where possible, SCOLP cut-off readings will be secured for all utilities on the Closing Date. (k) Any amounts prepaid or payable under any Hotel Contracts and Space Leases, if any, shall be entitled prorated as of the Cut-Off Time. All security deposits shall be transferred to Purchaser and all obligations with respect to such security deposits shall be assumed by Purchaser and Seller shall receive a credit or payment at Closing in the amount of such discountssecurity deposits. To the extent applicable, incentives any percentage rent under a Space Lease that cannot be determined as of the Cut-Off Time shall be subject to a true up at the end of the year. (l) Percentage rent (i.e., that portion of the rent payable to landlord by tenants under the Space Leases which is a percentage of the amount of sales or obligations. In all eventsof the dollar amount of sales), all debtsif any, obligations, charges, liabilities and liens payable under each Space Lease shall be prorated with respect to the Project year thereunder in which Closing occurs on a per diem basis. If the actual amounts to be prorated are not known as of Closing, the prorations shall be fully paid and satisfied or credited or paid to SCOLP made on the Contribution Date, except only the Existing Mortgage and the lien for taxes not yet due and payable. 6.2 On or prior to the Contribution Date, Contributor (directly or indirectly through the Holding Company) shall be entitled to a distribution from Owner in an amount equal to all basis of the cash and cash equivalent assets held by Owner as of the Contribution Date, after deduction for any and all costs, expenses and prorations payable by or chargeable against the Xxxxxx Entities hereunderbest evidence then available. The Owner shall not distribute any other right, claim, cause of action or asset after the Effective Date of this Agreement. 6.3 If within Within ninety (90) days after the Closing either SCOLP or Contributor discovers any inaccuracies or errors in the pro rations or adjustments done at Closing pursuant to Sections 6.1 and/or 6.2, such party shall notify the other party of such inaccuracy or error by written notice including reasonable detail end of the appropriate calculation. The year in which Closing occurs, Purchaser and Seller shall reconcile percentage rent for such year, and upon such reconciliation, the parties shall attempt, in good faith, to resolve any issues with respect to delinquent revenue and the prorations and adjustments done at Closing pursuant to Section 6.1. After the parties resolve any such issues or, in the event the parties are unable to resolve issues, a final judgment has been rendered with respect to such matter without timely appeal or after all appeals timely made are fully resolved, SCOLP and Contributor shall promptly take all action and pay all sums necessary so that such pro rations and adjustments shall be in accordance with the terms of this Agreement, and the obligations of either party to pay any such amount shall survive the Contribution Date. Prorations and adjustments to prorations are not subject to, or included within, the Minimum Amount or Maximum Amount set forth in Section 7.3(d)make an adjusting payment between themselves as appropriate.

Adjustments and Prorations. 6.1 The following adjustments and prorations shall be made at the Closing between SCOLPSCOLP and Assignor, Owner and Contributor. The adjustments and prorations will be made by a cash payment and shall be computed to, but not be an adjustment to including, the Units to be issued at ClosingClosing Date. (a) Real estate taxes and personal property taxes which are a lien upon or levied against any portion of the Project for any period prior to the Contribution Date (other than current taxes)tax year 2012, and all special assessments levied on any portion of the Project prior to the Contribution Closing Date, shall be paid by Owner or Contributor Assignor prior to the Contribution Closing Date. Current In addition, Assignor shall pay or provide a credit to SCOLP prior to Closing for Assignor’s share of any real estate and personal property taxes and assessments shall be prorated at the Closing effective as of the Closing Date on a calendar year basis, understanding that real estate taxes in the State of Florida are payable in arrears. Such proration shall be made on the basis of the amount of real estate and personal property taxes for the current year if and to the extent that the taxing authorities have issued statements therefor, but otherwise based on real estate taxes assessed for the current tax year plus an estimated increase of 5%. Real estate taxes and personal property taxes levied against any portion of the Project and applicable to the period after the Contribution Date shall be for tax year 2012 prorated and adjusted between the parties to the Closing Date. Any sales taxes, manufactured home or vehicle transfer, sales and use taxes and other taxes or charges levied on a calendar year basis the transfer and conveyance of the Project whether levied on the Land, Improvements, Personal Property or otherwise, or on the Membership Interests, shall be paid by Contributor or SCOLP, as the case may beAssignor. (b) The amount of all unpaid water All water, sewer, electric, gas and other utility bills for the Project which are not directly billed to the tenants of the Project, and all other operating and other expenses incurred with respect to the Project (collectively, “Operating Expenses”) shall be prorated between Assignor and Owner, and relating SCOLP to the period prior to the Contribution Closing Date, with Assignor being responsible for all Operating Expenses on the Closing Date. On or before Closing, the parties shall be paid by Owner or Contributor agree on a reasonable proration of all unbilled Operating Expenses based upon the most recent billing statement. At Closing, (i) Assignor shall pay all unpaid Operating Expenses that are billed at or prior to the Contribution Date or, if not paid, an amount equal Closing Date; (ii) SCOLP shall assume all unbilled Operating Expenses; and (iii) Assignor shall pay or provide a credit to such unpaid expenses SCOLP for Assignor’s pro rata share of all unbilled Operating Expenses. All refundable utility deposits shall be part the property of SCOLP, and the cash adjustment at Closing. The total verifiable amount of all prepaid water and other utility bills for the Project, and all other operating and other expenses to be incurred with respect to the Project and Owner, and relating to the period after and including the Contribution Date, such refundable security deposits shall be paid by SCOLP credited to Contributor on Assignor at the Contribution DateClosing. (c) Charges under Assumed Project Contracts (as defined belowin Section 17) attributable to the period prior to the Contribution Closing Date shall be paid by Owner or Contributor Assignor prior to the Contribution Closing Date, or, if not paid, the amount due shall be reserved in cash within the Owner credited to SCOLP as of the Contribution Closing Date. Prepaid All charges under the Non-Assumed Project Contracts (as defined in Section 17 below), if any, shall be paid by Assignor, whether such charges are attributable to the period prior to the Closing Date or the period after and including the Contribution Date shall be paid by SCOLP to Contributor on the Contribution Closing Date. (d) All rental and other revenues collected (including telephone, amenities, golf and other revenue),collected by Owner Assignor or Palm Creek up to the Contribution Closing Date which are allocable to the period prior to the Contribution Date, including without limit pass-through from and pass-on charges, shall become a part of the disbursement from Owner to the Holding Company (and then from the Holding Company to Contributor) made pursuant to Section 6.2 below. (e) Prepaid revenue received by the Owner attributable to the period after and including the Contribution Date including, without limit, tenant rents, pass-through charges, pass-on charges, water and other periodic revenues (the “Rents”) for the calendar month in which the Closing Date occurs (the “Closing Month”), and Rents not delinquent more than thirty days as of the Closing Date (for those residents which remain in occupancy at the Project), shall be prorated on an accrual basis. SCOLP shall either pay the Contributor or provide the Contributor with a credit for (x) all unpaid Rents from tenants who are not delinquent more than thirty days as of the Closing Date (for those residents which remain in occupancy at the Project); and (y) the pro rata share of the total unpaid Rents for the Closing Month based upon the number of days in such month. SCOLP shall be paid or shall receive a credit for the pro rata share of the collected Rents received for the Closing Month. In addition by Assignor to the foregoing, SCOLP and Contributor shall mutually agree as to the amount to be paid or credited to Contributor, if any, for Rents delinquent more than thirty days as of the Closing Date (for those residents which remain in occupancy at the Project), based upon the likelihood of collecting such Rents. In the event the parties are unable to agree, the Owner shall apply any payments received during the period between the Closing Date and the date which is ninety days after the Closing Date, first to the cost of collecting such payments, then to the most recent charges due and, thereafter, to unpaid charges due prior to Closing. Any payments received after the ninetieth day after Closing shall not be subject to pro ration. Contributor shall have no further rights following Closing with respect to such Rents. In addition to the foregoing, SCOLP shall also pay or provide Contributor with a credit for the amount of accrued but unpaid utility fees due from the tenants with respect to periods prior to ClosingSCOLP. To the extent SCOLP collects, within ninety (90) days after the Closing, any Rents rental or revenues allocable to the period prior to the Closing Date are Date, SCOLP shall pay the same to Assignor; provided, however, SCOLP shall have no obligation whatsoever for the collection of such rentals or revenues and all rentals and revenues collected after Closing, they shall remain the property of the Owner and/or SCOLP, and shall not be paid subsequent to or distributed to the Contributor. The Owner shall not distribute or assign to the Contributor and the Contributor shall not have the right to seek collection, through litigation or otherwise, of unpaid Rents. Any eviction actions which are on-going as of the Closing Date and the expense of any legal fees associated with such eviction actions incurred on and after the Closing Date shall always, in the first instance, be applied first to the responsibility of Owner most current rentals and revenues, if any, then due under the Tenant Leases or otherwise. SCOLP shall have no obligation to remit to Assignor any such delinquent rents collected later than ninety (90) days after Closing the Closing. (e) An amount equal to all refundable reservation, security and shall not other deposits described in the Rent Roll, together with any interest accrued thereon (to the extent applicable law requires interest to be charged to Contributor. Sums received on account paid by the holder of such litigation deposits) shall also remain be credited to SCOLP at the property of the Owner and shall not be Closing if previously distributed or paid to the Contributor or otherwise subject to prorationAssignor. (f) SCOLP shall pay Assignor $2,600,000.00 to reimburse Assignor for the construction of Phase III and the related sports amenities. An amount equal to all expenses of the Project which were paid prior to the Contribution Closing Date and for which Owner are allocable to periods after the Closing Date which will benefit after the Contribution Date SCOLP shall be disbursed or credited to Contributor Assignor at the Closing. An amount equal to all expenses of the Project which are due after the Closing Date for all capital equipment or other leases shall be credited to SCOLP. (g) All compensation, fringe benefits and other amounts due the employees of Owner Assignor, Palm Creek or the manager of the Project for the period prior to the Contribution Closing Date, whether as hourly pay, salaries, overtime, bonus, vacation or sick pay, severance pay, pensions or otherwise, and all amounts due for the payment of employment taxes with respect thereto, shall be paid by Owner Assignor on or prior to the Contribution Closing Date, or, if not paid, an amount equal to such entire unpaid liability shall be paid in cash credited to SCOLP at the Closing. (h) All costs and expenses incurred by Owner, the Holding Company Assignor or Contributor Palm Creek prior to the Contribution Closing Date in connection with the transactions contemplated herein and the performance of its obligations under this Agreement, including, without limitation, attorney and other professional fees, the Acquisition Loan, fees and the costs and expenses payable by Owner, Holding Company Assignor or Contributor hereunder (including, without limitation, the costs and expenses specified in Section 19.1 to be paid by Contributor)Palm Creek hereunder, shall be paid by Contributor Assignor and shall not be charged to, or the responsibility of Palm Creek or SCOLP. (i) The amount of All interest accrued for the Assumed Debt through the Closing Date, and all escrows other fees and reserves required charges due or accrued under the Mortgage Documents or otherwise with respect to the Assumed Debt as of the Closing Date (including all assumption fees, which are on deposit on the Contribution Date shall be borne by Assignor), shall be paid by SCOLP to Assignor on or before the Contributor on the Contribution Date Closing Date, or, if not paid, an amount equal to the entire amount of such escrows accrued interest, fees and reserves charges shall be credited to Contributor in connection with SCOLP as of the cash adjustment at ClosingClosing Date. (j) In All escrows and reserves under the event Assumed Debt and the Mortgage Documents that were funded by the Assignor under the Assumed Debt which will remain in place after the Closing for the benefit of SCOLP and Palm Creek shall be credited to the Assignor. (k) If any rental discounts, leasing incentives Tenant Lease or other creditsdocument, incentives agreement or obligations have been provided to program for the rent payable by any tenant after the Closing Date is less than the full pro forma or budgeted rent as set forth on the Rent Roll, whether as a result of the occupants free rent, reduced rent or any other form of rent concessions (in each case, a “Rent Concession”), at the Project for any reason, and the same have not been fully satisfied by Closing, Closing SCOLP shall be entitled to a credit or payment at Closing from the Assignor in the an amount equal to sum of all such discounts, incentives or obligations. In all events, all debts, obligations, charges, liabilities and liens with respect rent concessions attributable to the Project shall be fully paid and satisfied or credited or paid to SCOLP on period after the Contribution Closing Date, except only the Existing Mortgage and the lien for taxes not yet due and payable. 6.2 On or prior to the Contribution Closing Date, Contributor (directly or indirectly through the Holding Company) Assignor shall be entitled to a distribution from Owner Palm Creek in an amount equal to all of the cash and cash equivalent assets held by Owner Palm Creek as of the Contribution Closing Date, after deduction for any and all costs, costs and expenses and prorations payable by or chargeable against the Xxxxxx Entities Assignor hereunder. The Owner shall not distribute any other right, claim, cause of action or asset after the Effective Date of this Agreement. 6.3 6.4 If within ninety (90) days after the Closing either SCOLP or Contributor Assignor discovers any inaccuracies or errors in the pro rations prorations or adjustments done at Closing pursuant to Sections 6.1 and/or 6.2, such party shall notify the other party of such inaccuracy or error by written notice including reasonable detail of the appropriate calculation. The In such event, the parties shall attempt, in good faith, to resolve any issues with respect to delinquent revenue and the prorations and adjustments done at Closing pursuant to Section 6.1. After the parties resolve any such issues or, in the event the parties are unable to resolve issues, a final judgment has been rendered with respect to such matter without timely appeal or after all appeals timely made are fully resolved, SCOLP and Contributor Assignor shall promptly take all action and pay all sums necessary so that such pro rations prorations and adjustments shall be in accordance with the terms of this Agreement, and the obligations of either party to pay any such amount shall survive the Contribution Closing Date. Prorations and adjustments to prorations are not subject to, or included within, the Minimum Amount or Maximum Amount set forth in Section 7.3(d).

Adjustments and Prorations. 6.1 The following adjustments and prorations shall be made at the Closing between SCOLP, Owner and ContributorAssociates. The adjustments and prorations will be made by a cash payment and shall not be an adjustment to the Units to be issued at Closing. (a) Real estate taxes and personal property taxes which are a lien upon or levied against any portion of the Project prior to the Contribution Date (other than current taxes), and all special assessments levied on any portion of the Project prior to the Contribution Date, shall be paid by Owner or Contributor Associates prior to the Contribution Date. Current real estate and personal property taxes and assessments shall be prorated at the Closing effective as of the Closing Date on a calendar year basis, understanding that real estate taxes in the State of Florida are payable in arrears. Such proration shall be made on the basis of the amount of real estate and personal property taxes for the current year if and to the extent that the taxing authorities have issued statements therefor, but otherwise based on real estate taxes assessed for the current tax year plus an estimated increase of 5%. Real estate taxes and personal property taxes levied against any portion of the Project and applicable to the period after the Contribution Date shall be prorated and adjusted between the parties on a calendar year basis and shall be paid by Contributor Associates or SCOLP, as the case may be. (b) The amount of all unpaid water and other utility bills for the Project which are not directly billed to the tenants of the Project, and all other operating and other expenses incurred with respect to the Project and Owner, and relating to the period prior to the Contribution Date, shall be paid by Owner or Contributor Associates on or prior to the Contribution Date or, if not paid, an amount equal to such unpaid expenses shall be part of the cash adjustment at Closing. The amount of all prepaid water and other utility bills for the Project, and all other operating and other expenses to be incurred with respect to the Project and Owner, and relating to the period after and including the Contribution Date, shall be paid by SCOLP to Contributor Associates on the Contribution Date. (c) Charges under Project Contracts (as defined below) attributable to the period prior to the Contribution Date shall be paid by Owner or Contributor Associates prior to the Contribution Date, or, if not paid, the amount due shall be reserved in cash within the Owner as of the Contribution Date. Prepaid charges under Project Contracts attributable to the period after and including the Contribution Date shall be paid by SCOLP to Contributor Associates on the Contribution Date. (d) All rental and other revenues collected by Owner up to the Contribution Date which are allocable to the period prior to the Contribution Date, including without limit pass-through and pass-on charges, shall become a part of the disbursement from Owner to Associates and the Holding Company (and then from the Holding Company to Contributor) Limited Partners made pursuant to Section 6.2 below. (e) Prepaid revenue received by the Owner attributable to the period after and including the Contribution Date including, without limit, tenant rents, pass-through charges, pass-on charges, water and other periodic revenues (the “Rents”) for the calendar month in which the Closing Date occurs (the “Closing Month”), and Rents not delinquent more than thirty days as of the Closing Date (for those residents which remain in occupancy at the Project), shall be prorated on an accrual basis. SCOLP shall either pay the Contributor Associates or provide the Contributor Associates with a credit for (x) all unpaid Rents from tenants who are not delinquent more than thirty days as of the Closing Date (for those residents which remain in occupancy at the Project); and (y) the pro rata share of the total unpaid Rents for the Closing Month based upon the number of days in such month. SCOLP shall be paid or shall receive a credit for the pro rata share of the collected Rents received for the Closing Month. In addition to the foregoing, SCOLP and Contributor Associates shall mutually agree as to the amount to be paid or credited to ContributorAssociates, if any, for Rents delinquent more than thirty days as of the Closing Date (for those residents which remain in occupancy at the Project), based upon the likelihood of collecting such Rents. In the event the parties are unable to agree, the Owner shall apply any payments received during the period between the Closing Date and the date which is ninety days after the Closing Date, first to the cost of collecting such payments, then to the most recent charges due and, thereafter, to unpaid charges due prior to Closing. Any payments received after the ninetieth day after Closing shall not be subject to pro ration. Contributor Associates shall have no further rights following Closing with respect to such Rents. In addition to the foregoing, SCOLP shall also pay or provide Contributor Associates with a credit for the amount of accrued but unpaid utility fees due from the tenants with respect to periods prior to Closing. To the extent any Rents allocable to the period prior to the Closing Date are collected after Closing, they shall remain the property of the Owner and/or SCOLP, and shall not be paid to or distributed to the ContributorAssociates. The Owner shall not distribute or assign to the Contributor Associates and the Contributor Associates shall not have the right to seek collection, through litigation or otherwise, of unpaid Rents. Any eviction actions which are on-going as of the Closing Date and the expense of any legal fees associated with such eviction actions incurred on and after the Closing Date shall be the responsibility of Owner after Closing and shall not be charged to ContributorAssociates. Sums received on account of such litigation shall also remain the property of the Owner and shall not be paid to the Contributor Associates or otherwise subject to proration. (f) An amount equal to all expenses of the Project which were paid prior to the Contribution Date and for which Owner will benefit after the Contribution Date shall be disbursed or credited to Contributor Associates at the Closing. (g) All compensation, fringe benefits and other amounts due the employees of Owner or the manager of the Project for the period prior to the Contribution Date, whether as hourly pay, salaries, overtime, bonus, vacation or sick pay, severance pay, pensions or otherwise, and all amounts due for the payment of employment taxes with respect thereto, shall be paid by Owner on or prior to the Contribution Date, or, if not paid, an amount equal to such entire unpaid liability shall be paid in cash at Closing. (h) All costs and expenses incurred by Owner, the Holding Company Limited Partners or Contributor Associates prior to the Contribution Date in connection with the transactions contemplated herein and the performance of its obligations under this Agreement, including, without limitation, attorney and other professional fees, the Acquisition Loan, and the costs and expenses payable by Owner, Holding Company the Limited Partners or Contributor Associates hereunder (including, without limitation, the costs and expenses specified in Section 19.1 to be paid by ContributorAssociates), shall be paid by Contributor Associates and/or the Limited Partners and shall not be charged to, or the responsibility of SCOLP. (i) The amount of all escrows and reserves required under the Mortgage Documents which are on deposit on the Contribution Date shall be paid by SCOLP to Associates and the Contributor Limited Partners on the Contribution Date or, if not paid, an amount equal to such escrows and reserves shall be credited to Contributor Associates in connection with the cash adjustment at Closing. (j) In the event any rental discounts, leasing incentives or other credits, incentives or obligations have been provided to any of the occupants at the Project for any reason, and the same have not been fully satisfied by Closing, SCOLP shall be entitled to a credit or payment at Closing in the amount of such discounts, incentives or obligations. In all events, all debts, obligations, charges, liabilities and liens with respect to the Project shall be fully paid and satisfied or credited or paid to SCOLP on the Contribution Date, except only the Existing Mortgage and the lien for taxes not yet due and payable. 6.2 On or prior to the Contribution Date, Contributor (directly or indirectly through Associates and the Holding Company) Limited Partners shall be entitled to a distribution from Owner in an amount equal to all of the cash and cash equivalent assets held by Owner as of the Contribution Date, after deduction for any and all costs, expenses and prorations payable by or chargeable against the Xxxxxx Entities hereunder. The Owner shall not distribute any other right, claim, cause of action or asset after the Effective Date of this Agreement. 6.3 If within ninety (90) days after the Closing either SCOLP or Contributor Associates discovers any inaccuracies or errors in the pro rations or adjustments done at Closing pursuant to Sections 6.1 and/or 6.2, such party shall notify the other party of such inaccuracy or error by written notice including reasonable detail of the appropriate calculation. The parties shall attempt, in good faith, to resolve any issues with respect to delinquent revenue and the prorations and adjustments done at Closing pursuant to Section 6.1. After the parties resolve any such issues or, in the event the parties are unable to resolve issues, a final judgment has been rendered with respect to such matter without timely appeal or after all appeals timely made are fully resolved, SCOLP and Contributor Associates shall promptly take all action and pay all sums necessary so that such pro rations and adjustments shall be in accordance with the terms of this Agreement, and the obligations of either party to pay any such amount shall survive the Contribution Date. Prorations and adjustments to prorations are not subject to, or included within, the Minimum Amount or Maximum Amount set forth in Section 7.3(d).

Adjustments and Prorations. 6.1 The following adjustments All revenues and prorations shall be made at the Closing between SCOLP, Owner and Contributor. The adjustments and prorations will be made by a cash payment and shall not be an adjustment expenses with respect to the Units to be issued at Closing. (a) Real estate taxes Property, and personal property taxes which are a lien upon or levied against any portion of the Project prior applicable to the Contribution Date (other than current taxes)period of time before and after Closing, and all special assessments levied on any portion of determined in accordance with the Project prior to the Contribution DateUniform System, shall be paid by Owner or Contributor prior to the Contribution Date. Current real estate allocated between Seller and personal property taxes and assessments shall be prorated at the Closing effective Purchaser as of the Cut-Off Time (except as expressly provided below). Pursuant to such allocation, and except as otherwise provided herein, Seller shall be entitled to all revenue and shall be responsible for all expenses for the period of time up to but not including the Closing Date on a calendar year basisDate, understanding that real estate taxes in and Purchaser shall be entitled to all revenue and shall be responsible for all expenses for the State period of Florida are payable in arrearstime from, after, and including the Closing Date. Such proration allocations and adjustments shall be shown on the Preliminary Closing Statement (with such supporting documentation as the parties hereto may reasonably require being attached as exhibits to the closing statements) and shall increase or decrease (as the case may be) the cash amount payable by Purchaser. All prorations shall be made on the basis of the amount actual number of real estate days in the year and personal property taxes month in which the Closing occurs or in the period of computation. Without limiting the generality of the foregoing, the following matters and items shall be apportioned between the parties based on actual daily amounts or, where appropriate, credited in total to a particular party, as of the Cut-off Time as provided below: (a) To the extent possible, Accounts Payable (including amounts due under Hotel Contracts) shall be identified as of the Cut-off Time and paid in full at the Closing by Seller. Seller shall be and remain responsible for the current year if full payment of any and all other Accounts Payable (whether known or unknown) as of the Cut-off Time. Except to the extent that the taxing authorities have issued statements therefora credit therefor is provided to Purchaser hereunder at Closing, but otherwise based on real estate taxes assessed for the current tax year plus an estimated increase of 5%. Real estate taxes Seller shall indemnify and personal property taxes levied hold Purchaser harmless from and against any portion of claims arising from the Project and applicable failure to the period after the Contribution Date shall be prorated and adjusted between the parties on a calendar year basis and shall be paid by Contributor or SCOLP, as the case may be. timely pay any Accounts Payable (bincluding amounts due under Hotel Contracts) The amount of all unpaid water and other utility bills for the Project which are not directly billed to the tenants of the Project, and all other operating and other expenses incurred with respect to the Project and Owner, and relating to the period prior to the Contribution DateCut-off Time. (b) Real and personal property taxes, ad valorem taxes, assessments, water and sewer rents, rates and charges, vault charges, canopy permit fees, and other municipal permit fees and assessments (collectively, the “Property Taxes”) shall be paid by Owner or Contributor on or prior to the Contribution Date or, if not paid, an amount equal to such unpaid expenses shall be part prorated as of the cash adjustment at Closing. The amount of all prepaid water and other utility bills for the Project, and all other operating and other expenses to be incurred with respect to the Project and Owner, and relating to the period after and including the Contribution Date, shall be paid by SCOLP to Contributor on the Contribution DateCut-off Time. (c) Charges Any fees or amounts prepaid, accrued or due and payable under Project Contracts any Permits (as defined belowother than Excluded Permits and other than for utilities which proration is addressed above) attributable transferred to the period prior to the Contribution Date Purchaser shall be paid by Owner or Contributor prior to the Contribution Date, or, if not paid, the amount due shall be reserved in cash within the Owner prorated as of the Contribution DateCut-off Time between Seller and Purchaser (including, without limitation, any fees paid or payable in connection with transfer of Permits). Prepaid charges Seller shall receive a credit for all refundable deposits made by Seller under Project Contracts attributable the Permits which are transferred to Purchaser or which remain on deposit for the period after and including the Contribution Date shall be paid by SCOLP to Contributor on the Contribution Datebenefit of Purchaser. (d) All rental and other revenues collected by Owner up Purchaser shall receive a credit for Deposits, if any, under Bookings for the Hotel’s facilities to the Contribution Date which are allocable to extent applicable after the period prior to Closing Date. Seller shall receive a credit for coin machine, telephone, washroom, and checkroom income arising before the Contribution Date, including without limit passCut-through and pass-on charges, shall become a part of the disbursement from Owner to the Holding Company (and then from the Holding Company to Contributor) made pursuant to Section 6.2 belowoff Time. (e) Prepaid revenue received by the Owner attributable to the period after and including the Contribution Date includingGas, without limit, tenant rents, pass-through charges, pass-on charges, water electricity and other periodic revenues (the “Rents”) for the calendar month in which the Closing Date occurs (the “Closing Month”), and Rents not delinquent more than thirty days as of the Closing Date (for those residents which remain in occupancy at the Project), utility charges shall be prorated apportioned at Closing on an accrual basis. SCOLP shall either pay the Contributor or provide the Contributor with a credit for (x) all unpaid Rents from tenants who are not delinquent more than thirty days as basis of the Closing Date (for those residents which remain in occupancy at the Project); and (y) the pro rata share of the total unpaid Rents for the Closing Month based upon the number of days in such month. SCOLP shall be paid or shall receive a credit for the pro rata share of the collected Rents received for the Closing Month. In addition to the foregoing, SCOLP and Contributor shall mutually agree as to the amount to be paid or credited to Contributor, if any, for Rents delinquent more than thirty days as of the Closing Date (for those residents which remain in occupancy at the Project), based upon the likelihood of collecting such Rents. In the event the parties are unable to agree, the Owner shall apply any payments received during the period between the Closing Date and the date which is ninety days after the Closing Date, first to the cost of collecting such payments, then to the most recent charges due and, thereafter, to unpaid charges due meter reading occurring prior to Closing. Any payments received after the ninetieth day after Closing shall not be (but subject to pro ration. Contributor shall have no further rights following Closing with respect to such Rents. In addition to the foregoing, SCOLP shall also pay or provide Contributor with a credit for the amount of accrued but unpaid utility fees due from the tenants with respect to periods prior to Closing. To the extent any Rents allocable later readjustment as set forth below). (f) Non-delinquent operational and/or occupancy taxes (unless amounts attributable to the period prior to the Closing Date are collected after Closing, they shall remain the property of the Owner and/or SCOLP, and shall not be paid to or distributed directly by Seller to the Contributor. The Owner applicable taxing authority) shall not distribute or assign to the Contributor and the Contributor shall not have the right to seek collection, through litigation or otherwise, of unpaid Rents. Any eviction actions which are on-going be prorated as of the Closing Date and the expense of any legal fees associated with such eviction actions incurred on and after the Closing Date shall be the responsibility of Owner after Closing and shall not be charged to Contributor. Sums received on account of such litigation shall also remain the property of the Owner and shall not be paid to the Contributor or otherwise subject to proration. (f) An amount equal to all expenses of the Project which were paid prior to the Contribution Date and for which Owner will benefit after the Contribution Date shall be disbursed or credited to Contributor at the ClosingCut-off Time. (g) All compensationTelephone and telex contracts and contracts for the supply of heat, fringe benefits steam, electric power, gas, lighting and any other amounts due the employees of Owner or the manager utility service shall be prorated as of the Project Cut-off Time. Where possible, cut-off readings will be secured for all utilities on the period prior to the Contribution Closing Date, whether as hourly pay, salaries, overtime, bonus, vacation or sick pay, severance pay, pensions or otherwise, and all amounts due for the payment of employment taxes with respect thereto, shall be paid by Owner on or prior to the Contribution Date, or, if not paid, an amount equal to such entire unpaid liability shall be paid in cash at Closing. (h) All costs Subject to Section 14.01(q), Seller shall receive a credit for all unopened food and expenses incurred by Ownerbeverages (alcoholic, the Holding Company or Contributor prior to the Contribution Date in connection with the transactions contemplated herein extent transferable under applicable Legal Requirements, and the performance of its obligations under this Agreementnon-alcoholic), including, without limitation, attorney supplies and other professional feesconsumable Inventory, which are on hand as of the Acquisition Loan, and the costs and expenses payable by Owner, Holding Company or Contributor hereunder (including, without limitation, the costs and expenses specified in Section 19.1 to be paid by Contributor), shall be paid by Contributor and shall not be charged to, or the responsibility of SCOLPCut- off Time. (i) The amount of all escrows and reserves required Any amounts prepaid or payable under the Mortgage Documents which are on deposit on the Contribution Date any Hotel Contracts shall be paid by SCOLP prorated as of the Cut-off Time. All security deposits shall be transferred to the Contributor on the Contribution Date or, if not paid, an amount equal Purchaser and all obligations with respect to such escrows and reserves security deposits shall be credited to Contributor in connection with the cash adjustment at Closing. (j) In the event any rental discounts, leasing incentives or other credits, incentives or obligations have been provided to any of the occupants at the Project for any reason, assumed by Purchaser and the same have not been fully satisfied by Closing, SCOLP Purchaser shall be entitled to receive a credit or payment at Closing in the amount of such discounts, incentives or obligations. In all events, all debts, obligations, charges, liabilities and liens with respect to the Project shall be fully paid and satisfied or credited or paid to SCOLP on the Contribution Date, except only the Existing Mortgage and the lien for taxes not yet due and payablesecurity deposits. 6.2 On or prior to the Contribution Date, Contributor (directly or indirectly through the Holding Company) shall be entitled to a distribution from Owner in an amount equal to all of the cash and cash equivalent assets held by Owner as of the Contribution Date, after deduction for any and all costs, expenses and prorations payable by or chargeable against the Xxxxxx Entities hereunder. The Owner shall not distribute any other right, claim, cause of action or asset after the Effective Date of this Agreement. 6.3 If within ninety (90) days after the Closing either SCOLP or Contributor discovers any inaccuracies or errors in the pro rations or adjustments done at Closing pursuant to Sections 6.1 and/or 6.2, such party shall notify the other party of such inaccuracy or error by written notice including reasonable detail of the appropriate calculation. The parties shall attempt, in good faith, to resolve any issues with respect to delinquent revenue and the prorations and adjustments done at Closing pursuant to Section 6.1. After the parties resolve any such issues or, in the event the parties are unable to resolve issues, a final judgment has been rendered with respect to such matter without timely appeal or after all appeals timely made are fully resolved, SCOLP and Contributor shall promptly take all action and pay all sums necessary so that such pro rations and adjustments shall be in accordance with the terms of this Agreement, and the obligations of either party to pay any such amount shall survive the Contribution Date. Prorations and adjustments to prorations are not subject to, or included within, the Minimum Amount or Maximum Amount set forth in Section 7.3(d).

Adjustments and Prorations. 6.1 The following adjustments and prorations items shall be made at apportioned as of 11:59 PM of the day immediately preceding the Closing between SCOLPDate, Owner with Purchaser being deemed to be the owner of the Property during the entire day on the Closing Date and Contributor. The adjustments being entitled to receive all operating income of the Property, and prorations will be made by a cash payment and shall not be an adjustment being obligated to pay all operating expenses of the Property, with respect to the Units to be issued at Closing.Closing Date: (aA) Real estate taxes and personal property taxes which are Seller shall give Purchaser a lien upon or levied against any portion of the Project prior to the Contribution Date (other than current taxes), and all special assessments levied on any portion of the Project prior to the Contribution Date, shall be paid by Owner or Contributor prior to the Contribution Date. Current credit for real estate and personal property taxes and assessments shall be prorated at on the Closing effective Property which have accrued but are unpaid as of the Closing Date on a calendar year basis, understanding that real estate taxes in the State of Florida are payable in arrears. Such proration shall be made on the basis of the amount of real estate and personal property taxes for the current year if and to the extent that the taxing authorities have issued statements therefor, but otherwise based on real estate taxes assessed for the current tax year plus an estimated increase of 5%. Real estate taxes and personal property taxes levied against any portion of the Project and applicable to the period after the Contribution Date shall be prorated and adjusted between the parties on a calendar year basis and shall be paid by Contributor or SCOLP, as the case may be. (b) The amount of all unpaid water and other utility bills for the Project which are not directly billed to the tenants of the Project, and all other operating and other expenses incurred with respect to the Project and Owner, and relating to the period prior to the Contribution Date, shall be paid by Owner or Contributor on or prior to the Contribution Date or, if not paid, an amount equal to such unpaid expenses shall be part of the cash adjustment at Closing. The amount of all prepaid water and other utility bills for the Project, and all other operating and other expenses to be incurred with respect to the Project and Owner, and relating to the period after and including the Contribution Date, shall be paid by SCOLP to Contributor on the Contribution Date. (c) Charges under Project Contracts (as defined below) attributable to the period prior to the Contribution Date shall be paid by Owner or Contributor prior to the Contribution Date, or, if not paid, the amount due shall be reserved in cash within the Owner as of the Contribution Date. Prepaid charges under Project Contracts attributable to the period after and including the Contribution Date shall be paid by SCOLP to Contributor on the Contribution Date. (d) All rental and other revenues collected by Owner up to the Contribution Date which are allocable to the period prior to the Contribution Date, including without limit pass-through and pass-on charges, shall become a part of the disbursement from Owner to the Holding Company (and then from the Holding Company to Contributor) made pursuant to Section 6.2 below. (e) Prepaid revenue received by the Owner attributable to the period after and including the Contribution Date including, without limit, tenant rents, pass-through charges, pass-on charges, water and other periodic revenues (the “Rents”) for the calendar month year in which the Closing Date occurs (the “Closing MonthCurrent Tax Year”). If, and Rents not delinquent more than thirty days as of the Closing Date (Date, the actual tax bills for those residents which remain the year or years in occupancy at question are not available, real property taxes and assessment on the Project), Property shall be adjusted on the basis of 110% of the most recent ascertainable tax xxxx. Such real estate taxes and assessments shall be prorated on an accrual basis. SCOLP shall either pay the Contributor or provide the Contributor with a credit for (x) all unpaid Rents from tenants who are not delinquent more than thirty days as of the Closing Date (for those residents which remain in occupancy at the Project); and (y) the pro rata share of the total unpaid Rents for the Closing Month per diem basis based upon the number of days in such month. SCOLP shall be paid or shall receive a credit for the pro rata share of the collected Rents received for the Closing Month. In addition Current Tax Year prior to the foregoing, SCOLP and Contributor shall mutually agree as to the amount to be paid or credited to Contributor, if any, for Rents delinquent more than thirty days as of the Closing Date (which shall be allocated to Seller) and the number of days in the Current Tax Year on and after the Closing Date (which shall be allocated to Purchaser). Seller shall be responsible for those residents which remain real estate taxes and assessments on the Property payable in occupancy at respect to periods prior to the Project), based upon the likelihood of collecting such RentsCurrent Tax Year. In the event the parties are unable to agree, the Owner shall apply any payments received during the period between Upon the Closing Date and subject to the date adjustment provided for above, Purchaser shall be responsible for real estate taxes and assessments on the Property payable in respect to the Current Tax Year and all periods after the Current Tax Year. The parties agree to re-prorate real estate taxes and assessments upon the issuance of the actual tax bills; (B) All operating expenses (including all charges under Service Contracts and agreements assumed by Purchaser under the Seller’s Closing Documents). As to each service provider, operating expenses payable or paid to such service provider in respect to the billing period of such service provider in which is ninety the Closing Date occurs (the “Current Billing Period”), shall be prorated on a per diem basis based upon the number of days in the Current Billing Period prior to the Closing Date (which shall be allocated to Seller) and the number of days in the Current Billing Period on and after the Closing DateDate (which shall be allocated to Purchaser), first to and assuming that all charges are incurred uniformly during the cost of collecting such payments, then to the most recent charges due and, thereafter, to unpaid charges due prior to ClosingCurrent Billing Period. Any payments received after the ninetieth day after Closing amounts which have been prepaid to Seller by a service provider or other contract party shall not be subject to pro rationprorated between Purchaser and Seller. Contributor Seller shall have no further rights following Closing with respect to such Rents. In addition to the foregoing, SCOLP shall also pay or provide Contributor Purchaser with a credit for the amount of accrued but unpaid utility fees due from the tenants with respect to periods prior to Closing. To the extent any Rents allocable such prepayment which is attributable to the period prior to term of such Service Contract which has not expired. If actual bills for the Current Billing Period are unavailable as of the Closing Date are collected Date, then such proration shall be made on an estimated basis based upon the most recently issued bills, subject to readjustment upon receipt of actual bills. (C) Prepaid rentals and other tenant charges and Additional Rents for periods after Closing, they shall remain the property of the Owner and/or SCOLPCurrent Month, and any security deposits (including any portion thereof which may be designated as prepaid rent) made under the Parking Leases, shall not be paid to or distributed to credited against the ContributorPurchase Price. The Owner shall not distribute or assign to In addition, in the Contributor and the Contributor shall not have the right to seek collection, through litigation or otherwise, of unpaid Rents. Any eviction actions which are on-going event that as of the Closing Date there shall exist any rebate, rental concession, free rent period, credit, setoff or rent reduction under or with respect to any Tenant Lease which extends to or beyond the Closing Date, then Seller shall pay Purchaser as of the Closing Date (and the expense prorations in favor of Purchaser hereunder shall include an amount equal to) the aggregate amount of the same applicable to any legal fees associated with such eviction actions incurred period or periods on and or after the Closing Date shall be the responsibility of Owner after Closing and shall not be charged to Contributor. Sums received on account of such litigation shall also remain the property of the Owner and shall not be paid to the Contributor or otherwise subject to prorationDate. (fD) An amount equal to all expenses of Utilities, including telephone, electricity, water and gas, shall be read on the Project which were paid prior Closing Date to the Contribution Date and extent reasonably feasible. In the event a meter reading is unavailable for which Owner will benefit after the Contribution Date any particular utility, such utility shall be disbursed or credited to Contributor at prorated in the Closingmanner provided in subparagraph (C) above. (gE) All compensation, fringe benefits and other amounts due the employees of Owner or the manager of the Project for the period prior to the Contribution Date, whether as hourly pay, salaries, overtime, bonus, vacation or sick pay, severance pay, pensions or otherwise, and all amounts due for the payment of employment taxes with respect thereto, Prepaid gas shall be paid by Owner on or prior credited to the Contribution Date, or, if not paid, an amount equal to such entire unpaid liability shall be paid in cash Seller at Closing. (hF) All costs The prorations and expenses incurred by Owner, the Holding Company or Contributor prior to the Contribution Date in connection with the transactions contemplated herein and the performance of its obligations under this Agreement, including, without limitation, attorney and other professional fees, the Acquisition Loan, and the costs and expenses payable by Owner, Holding Company or Contributor hereunder (including, without limitation, the costs and expenses specified in Section 19.1 to be paid by Contributor), payments shall be paid by Contributor and shall not be charged to, or the responsibility of SCOLP. (i) The amount of all escrows and reserves required under the Mortgage Documents which are on deposit made on the Contribution Date shall be paid basis of a written statement approved by SCOLP to the Contributor on the Contribution Date or, if not paid, an amount equal to such escrows Purchaser and reserves shall be credited to Contributor in connection with the cash adjustment at Closing. (j) Seller. In the event any rental discounts, leasing incentives prorations or other credits, incentives or obligations have been provided apportionments made under this Article 8 shall prove to any of the occupants at the Project be incorrect for any reason, and the same have not been fully satisfied by Closing, SCOLP then any party shall be entitled to a credit or payment at Closing in an adjustment to correct the amount same. Any item which cannot be finally prorated because of such discounts, incentives or obligations. In all events, all debts, obligations, charges, liabilities and liens with respect to the Project unavailability of information shall be fully paid and satisfied or credited or paid to SCOLP tentatively prorated on the Contribution Datebasis of the best data then available and re-prorated when the information is available. Notwithstanding the foregoing, except only the Existing Mortgage and the lien for taxes not yet due and payable. 6.2 On or prior to the Contribution Date, Contributor (directly or indirectly through the Holding Company) any re-proration shall be entitled to a distribution from Owner in an amount equal to all of the cash and cash equivalent assets held by Owner as of the Contribution Datemade, after deduction for any and all costsif at all, expenses and prorations payable by or chargeable against the Xxxxxx Entities hereunder. The Owner shall not distribute any other right, claim, cause of action or asset after the Effective Date of this Agreement. 6.3 If within ninety (90) 90 days after the Closing either SCOLP or Contributor discovers any inaccuracies or errors in the pro rations or adjustments done at Closing pursuant to Sections 6.1 and/or 6.2, such party shall notify the other party of such inaccuracy or error by written notice including reasonable detail of the appropriate calculation. The parties shall attempt, in good faith, to resolve any issues Date (except with respect to delinquent revenue taxes and the prorations assessments and adjustments done at Closing pursuant to Section 6.1. After the parties resolve any such issues orAdditional Rents, in the event the parties are unable to resolve issues, a final judgment has been rendered with respect to which case such matter without timely appeal or after all appeals timely made are fully resolved, SCOLP and Contributor shall promptly take all action and pay all sums necessary so that such pro rations and adjustments re-proration shall be made within 30 days after the information necessary to perform such re-proration is available). (G) Seller shall pay for title any transfer or document tax associated with this sale and title insurance premiums for the Title Policy plus extended coverage. Purchaser shall pay the premiums for the Title Endorsements. All closing escrow fees shall be divided equally between Seller and Purchaser. (H) Except as provided in accordance with the terms Section 13.20 hereof, each party shall pay its own legal fees. (I) This provisions of this Agreement, and the obligations of either party to pay any such amount Article 8 shall survive the Contribution Date. Prorations Closing and adjustments to prorations are not subject to, or included within, the Minimum Amount or Maximum Amount set forth in Section 7.3(d)delivery of the Deed.

Adjustments and Prorations. 6.1 The following adjustments and prorations shall be made at the Closing between SCOLP, Owner and Contributor. The adjustments and prorations will be made by a cash payment and shall not be an adjustment to the Units to be issued at Closing. (a) Real estate taxes and personal property taxes which are a lien upon or levied against any portion of the Project prior to the Contribution Date (other than current taxes), and all special assessments levied on any portion of the Project prior to the Contribution 5 Date, shall be paid by Owner or Contributor prior to the Contribution Date. Current real estate and personal property taxes and assessments shall be prorated at the Closing effective as of the Closing Date on a calendar year basis, understanding that real estate taxes in the State of Florida are payable in arrears. Such proration shall be made on the basis of the amount of real estate and personal property taxes for the current year if and to the extent that the taxing authorities have issued statements therefor, but otherwise based on real estate taxes assessed for the current tax year plus an estimated increase of 5%. Real estate taxes and personal property taxes levied against any portion of the Project and applicable to the period after the Contribution Date shall be prorated and adjusted between the parties on a calendar year basis and shall be paid by Contributor or SCOLP, as the case may be. (b) The amount of all unpaid water and other utility bills for the Project which are not directly billed to the tenants of the Project, and all other operating and other expenses incurred with respect to the Project and Owner, and relating to the period prior to the Contribution Date, shall be paid by Owner or Contributor on or prior to the Contribution Date or, if not paid, an amount equal to such unpaid expenses shall be part of the cash adjustment at Closing. The amount of all prepaid water and other utility bills for the Project, and all other operating and other expenses to be incurred with respect to the Project and Owner, and relating to the period after and including the Contribution Date, shall be paid by SCOLP to Contributor on the Contribution Date. (c) Charges under Project Contracts (as defined below) attributable to the period prior to the Contribution Date shall be paid by Owner or Contributor prior to the Contribution Date, or, if not paid, the amount due shall be reserved in cash within the Owner as of the Contribution Date. Prepaid charges under Project Contracts attributable to the period after and including the Contribution Date shall be paid by SCOLP to Contributor on the Contribution Date. (d) All rental and other revenues collected by Owner up to the Contribution Date which are allocable to the period prior to the Contribution Date, including without limit pass-through and pass-on charges, shall become a part of the disbursement from Owner to the Holding Company (and then from the Holding Company to Contributor) made pursuant to Section 6.2 below. (e) Prepaid revenue received by the Owner attributable to the period after and including the Contribution Date including, without limit, tenant rents, pass-through charges, pass-on charges, water and other periodic revenues (the “Rents”) for the calendar month in which the Closing Date occurs (the “Closing Month”), and Rents not delinquent more than thirty days as of the Closing Date (for those residents which remain in occupancy at the Project), shall be prorated on an accrual basis. SCOLP shall either pay the Contributor or provide the Contributor with a credit for (x) all unpaid Rents from tenants who are not delinquent more than thirty days as of the Closing Date (for those residents which remain in occupancy at the Project); and (y) the pro rata share of the total unpaid Rents for the Closing Month based upon the number of days in such month. SCOLP shall be paid or shall receive a credit for the pro rata share of the collected Rents received for the Closing Month. In addition to the foregoing, SCOLP and Contributor shall mutually agree as to the amount to be paid or credited to Contributor, if any, for Rents delinquent more than thirty 6 days as of the Closing Date (for those residents which remain in occupancy at the Project), based upon the likelihood of collecting such Rents. In the event the parties are unable to agree, the Owner shall apply any payments received during the period between the Closing Date and the date which is ninety days after the Closing Date, first to the cost of collecting such payments, then to the most recent charges due and, thereafter, to unpaid charges due prior to Closing. Any payments received after the ninetieth day after Closing shall not be subject to pro ration. Contributor shall have no further rights following Closing with respect to such Rents. In addition to the foregoing, SCOLP shall also pay or provide Contributor with a credit for the amount of accrued but unpaid utility fees due from the tenants with respect to periods prior to Closing. To the extent any Rents allocable to the period prior to the Closing Date are collected after Closing, they shall remain the property of the Owner and/or SCOLP, and shall not be paid to or distributed to the Contributor. The Owner shall not distribute or assign to the Contributor and the Contributor shall not have the right to seek collection, through litigation or otherwise, of unpaid Rents. Any eviction actions which are on-going as of the Closing Date and the expense of any legal fees associated with such eviction actions incurred on and after the Closing Date shall be the responsibility of Owner after Closing and shall not be charged to Contributor. Sums received on account of such litigation shall also remain the property of the Owner and shall not be paid to the Contributor or otherwise subject to proration. (f) An amount equal to all expenses of the Project which were paid prior to the Contribution Date and for which Owner will benefit after the Contribution Date shall be disbursed or credited to Contributor at the Closing. (g) All compensation, fringe benefits and other amounts due the employees of Owner or the manager of the Project for the period prior to the Contribution Date, whether as hourly pay, salaries, overtime, bonus, vacation or sick pay, severance pay, pensions or otherwise, and all amounts due for the payment of employment taxes with respect thereto, shall be paid by Owner on or prior to the Contribution Date, or, if not paid, an amount equal to such entire unpaid liability shall be paid in cash at Closing. (h) All costs and expenses incurred by Owner, the Holding Company or Contributor prior to the Contribution Date in connection with the transactions contemplated herein and the performance of its obligations under this Agreement, including, without limitation, attorney and other professional fees, the Acquisition Loan, and the costs and expenses payable by Owner, Holding Company or Contributor hereunder (including, without limitation, the costs and expenses specified in Section 19.1 to be paid by Contributor), shall be paid by Contributor and shall not be charged to, or the responsibility of SCOLP. (i) The amount of all escrows and reserves required under the Mortgage Documents which are on deposit on the Contribution Date shall be paid by SCOLP to the Contributor on the Contribution Date or, if not paid, an amount equal to such escrows and reserves shall be credited to Contributor in connection with the cash adjustment at Closing.. 7 (j) In the event any rental discounts, leasing incentives or other credits, incentives or obligations have been provided to any of the occupants at the Project for any reason, and the same have not been fully satisfied by Closing, SCOLP shall be entitled to a credit or payment at Closing in the amount of such discounts, incentives or obligations. In all events, all debts, obligations, charges, liabilities and liens with respect to the Project shall be fully paid and satisfied or credited or paid to SCOLP on the Contribution Date, except only the Existing Mortgage and the lien for taxes not yet due and payable. 6.2 On or prior to the Contribution Date, Contributor (directly or indirectly through the Holding Company) shall be entitled to a distribution from Owner in an amount equal to all of the cash and cash equivalent assets held by Owner as of the Contribution Date, after deduction for any and all costs, expenses and prorations payable by or chargeable against the Xxxxxx Entities hereunder. The Owner shall not distribute any other right, claim, cause of action or asset after the Effective Date of this Agreement. 6.3 If within ninety (90) days after the Closing either SCOLP or Contributor discovers any inaccuracies or errors in the pro rations or adjustments done at Closing pursuant to Sections 6.1 and/or 6.2, such party shall notify the other party of such inaccuracy or error by written notice including reasonable detail of the appropriate calculation. The parties shall attempt, in good faith, to resolve any issues with respect to delinquent revenue and the prorations and adjustments done at Closing pursuant to Section 6.1. After the parties resolve any such issues or, in the event the parties are unable to resolve issues, a final judgment has been rendered with respect to such matter without timely appeal or after all appeals timely made are fully resolved, SCOLP and Contributor shall promptly take all action and pay all sums necessary so that such pro rations and adjustments shall be in accordance with the terms of this Agreement, and the obligations of either party to pay any such amount shall survive the Contribution Date. Prorations and adjustments to prorations are not subject to, or included within, the Minimum Amount or Maximum Amount set forth in Section 7.3(d). 7.

Adjustments and Prorations. 6.1 The following adjustments and prorations shall be made at the Closing between SCOLP, Owner and Contributor. The adjustments and prorations will be made by a cash payment and shall not be an adjustment to the Units to be issued at Closing. (a) Utility charges with respect to the Real estate taxes Property levied against Seller or the Real Property shall be apportioned as of the Closing Date. With respect to utilities (including, without limitation, electricity, solar power, telephone, gas, oil and personal property taxes water services) which are a lien upon metered and other utilities, Seller shall use reasonable efforts to have the respective companies providing such utilities read the meters on or levied against any portion of the Project immediately prior to the Contribution Date (other than current taxes)Closing Date. Seller shall be responsible for all charges based on such final meter readings as of the Closing Date, and Purchaser shall be responsible for all special assessments levied on any portion charges thereafter. To the extent such meters are not read and final bills rendered as of the Project prior Closing Date, such charges with respect to the Contribution Date, shall be paid by Owner or Contributor prior to the Contribution Date. Current real estate and personal property taxes and assessments Real Property shall be prorated at the Closing effective as of the Closing Date utilizing an estimate of such charges reasonably approved by both Seller and Purchaser based on a calendar year basisprior utility bills, understanding that and any deposits or credits with respect to the foregoing services will be promptly returned to Seller. (b) Apportionment of real estate property taxes in the State of Florida are payable in arrears. Such proration and assessments, water rates and charges, sewer taxes and rents and vault charges shall be made on the basis of the amount fiscal year for which assessed. If the Closing Date shall occur before the real property tax rate, water rates or charges, sewer taxes or rents or vault charges are fixed, apportionment for any item not yet fixed shall be made on the basis of the real estate property tax rate, water rates and personal property charges, sewer taxes and rents or vault charges, as applicable, for the current preceding year if and applied to the extent that latest assessed valuation. After the taxing authorities have issued statements thereforreal property taxes, but otherwise based on real estate taxes assessed for the current tax year plus an estimated increase of 5%. Real estate water rates and charges, sewer taxes and personal property taxes levied against any portion rents and vault charges are finally fixed, Seller and Purchaser shall make a recalculation of the Project apportionment of same, and applicable to the period after the Contribution Date shall be prorated and adjusted between the parties on a calendar year basis and shall be paid by Contributor Seller or SCOLPPurchaser, as the case may be. (b) The amount of all unpaid water and other utility bills for the Project which are not directly billed , shall make an appropriate payment to the tenants other based upon such recalculation within thirty (30) days of receipt of the Project, and all other operating and other expenses incurred with respect to the Project and Owner, and relating to the period prior to the Contribution Date, shall be paid by Owner or Contributor on or prior to the Contribution Date or, if not paid, an amount equal to such unpaid expenses shall be part of the cash adjustment at Closing. The amount of all prepaid water and other utility bills for the Project, and all other operating and other expenses to be incurred with respect to the Project and Owner, and relating to the period after and including the Contribution Date, shall be paid by SCOLP to Contributor on the Contribution Date. (c) Charges under Project Contracts (as defined below) attributable to the period prior to the Contribution Date shall be paid by Owner or Contributor prior to the Contribution Date, or, if not paid, the amount due shall be reserved in cash within the Owner as of the Contribution Date. Prepaid charges under Project Contracts attributable to the period after and including the Contribution Date shall be paid by SCOLP to Contributor on the Contribution Date. (d) All rental and other revenues collected by Owner up to the Contribution Date which are allocable to the period prior to the Contribution Date, including without limit pass-through and pass-on charges, shall become a part of the disbursement from Owner to the Holding Company (and then from the Holding Company to Contributor) made pursuant to Section 6.2 below. (e) Prepaid revenue received by the Owner attributable to the period after and including the Contribution Date including, without limit, tenant rents, pass-through charges, pass-on charges, water and other periodic revenues (the “Rents”) for the calendar month in which the Closing Date occurs (the “Closing Month”), and Rents not delinquent more than thirty days as of the Closing Date (for those residents which remain in occupancy at the Project), shall be prorated on an accrual basis. SCOLP shall either pay the Contributor or provide the Contributor with a credit for (x) all unpaid Rents from tenants who are not delinquent more than thirty days as of the Closing Date (for those residents which remain in occupancy at the Project); and (y) the pro rata share of the total unpaid Rents for the Closing Month based upon the number of days in such month. SCOLP shall be paid or shall receive a credit for the pro rata share of the collected Rents received for the Closing Month. In addition to the foregoing, SCOLP and Contributor shall mutually agree as to the amount to be paid or credited to Contributor, if any, for Rents delinquent more than thirty days as of the Closing Date (for those residents which remain in occupancy at the Project), based upon the likelihood of collecting such Rents. In the event the parties are unable to agree, the Owner shall apply any payments received during the period between the Closing Date and the date which is ninety days after the Closing Date, first to the cost of collecting such payments, then to the most recent charges due and, thereafter, to unpaid charges due prior to Closing. Any payments received after the ninetieth day after Closing shall not be subject to pro ration. Contributor shall have no further rights following Closing with respect to such Rents. In addition to the foregoing, SCOLP shall also pay or provide Contributor with a credit for the amount of accrued but unpaid utility fees due from the tenants with respect to periods prior to Closing. To the extent any Rents allocable to the period prior to the Closing Date are collected after Closing, they shall remain the property of the Owner and/or SCOLP, and shall not be paid to or distributed to the Contributor. The Owner shall not distribute or assign to the Contributor and the Contributor shall not have the right to seek collection, through litigation or otherwise, of unpaid Rents. Any eviction actions which are on-going as of the Closing Date and the expense of any legal fees associated with such eviction actions incurred on and after the Closing Date shall be the responsibility of Owner after Closing and shall not be charged to Contributor. Sums received on account of such litigation shall also remain the property of the Owner and shall not be paid to the Contributor or otherwise subject to proration. (f) An amount equal to all expenses of the Project which were paid prior to the Contribution Date and for which Owner will benefit after the Contribution Date shall be disbursed or credited to Contributor at the Closing. (g) All compensation, fringe benefits and other amounts due the employees of Owner or the manager of the Project for the period prior to the Contribution Date, whether as hourly pay, salaries, overtime, bonus, vacation or sick pay, severance pay, pensions or otherwise, and all amounts due for the payment of employment taxes with respect thereto, shall be paid by Owner on or prior to the Contribution Date, or, if not paid, an amount equal to such entire unpaid liability shall be paid in cash at Closing. (h) All costs and expenses incurred by Owner, the Holding Company or Contributor prior to the Contribution Date in connection with the transactions contemplated herein and the performance of its obligations under this Agreement, including, without limitation, attorney and other professional fees, the Acquisition Loan, and the costs and expenses payable by Owner, Holding Company or Contributor hereunder (including, without limitation, the costs and expenses specified in Section 19.1 to be paid by Contributor), shall be paid by Contributor and shall not be charged to, or the responsibility of SCOLPrecalculation. (i) The amount of all escrows any unpaid taxes, assessments, water charges, sewer rents and reserves required under the Mortgage Documents which are on deposit on the Contribution Date shall be paid by SCOLP vault charges that Seller is obligated to pay and discharge, with interest and penalties thereon (if any) to the Contributor on Closing Date may, at Seller’s option, be deemed satisfied by Seller as required hereunder by providing to Purchaser a credit against the Contribution Date orbalance of the Purchase Price, if not paid, an amount equal to such escrows provided that official bills therefor with interest and reserves shall be credited to Contributor in connection with the cash adjustment at Closingpenalties thereon are furnished by Seller when available. (jii) In the event If any rental discountsrefund of real property taxes, leasing incentives assessments, water rates or other credits, incentives or obligations have been provided to any of the occupants at the Project for any reason, and the same have not been fully satisfied by Closing, SCOLP shall be entitled to a credit or payment at Closing in the amount of such discounts, incentives or obligations. In all events, all debts, obligations, charges, liabilities and liens with respect to sewer taxes or rents or vault charges is made after the Project shall be fully paid and satisfied or credited or paid to SCOLP on the Contribution Date, except only the Existing Mortgage and the lien Closing Date for taxes not yet due and payable. 6.2 On or a period prior to the Contribution Closing Date, Contributor (directly or indirectly through the Holding Company) same shall be entitled applied first to a distribution from Owner the reasonable out-of-pocket costs incurred in an amount equal obtaining same and the balance, if any, of such refund shall, to all of the cash extent received by Purchaser, be paid to Seller (for the period prior to the Closing Date) and cash equivalent assets held to the extent received by Owner Seller, be paid to Purchaser (for the period commencing with the Closing Date). (c) All amounts owed by NJRCEV to Seller under the Solar Agreements as additional rent as of the Contribution Closing Date, after deduction for any and all costs, expenses and prorations payable by or chargeable against shall be apportioned as of the Xxxxxx Entities hereunder. The Owner shall not distribute any other right, claim, cause of action or asset after the Effective Date of this AgreementClosing Date. 6.3 If within ninety (90d) days after the Closing either SCOLP or Contributor discovers any inaccuracies or errors in the pro rations or adjustments done at Closing pursuant to Sections 6.1 and/or 6.2, such party The Settlement Statement shall notify the other party of such inaccuracy or error by written notice including reasonable detail of the appropriate calculation. The parties shall attempt, in good faith, to resolve any issues with respect to delinquent revenue and contain the prorations and adjustments done at Closing pursuant to required under this Section 6.13(H)(2). After the parties resolve any such issues or, in the event the parties are unable to resolve issues, a final judgment has been rendered with respect to such matter without timely appeal or after all appeals timely made are fully resolved, SCOLP and Contributor shall promptly take all action and pay all sums necessary so that such pro rations and adjustments shall be in accordance with the terms of this Agreement, and the obligations of either party to pay any such amount This Section 3(H)(2) shall survive the Contribution Date. Prorations and adjustments to prorations are not subject to, or included within, Closing for the Minimum Amount or Maximum Amount set forth in Section 7.3(d)applicable statute of limitations.

Adjustments and Prorations. 6.1 5.1 The following adjustments and prorations Pre Closing Partners shall be made entitled to an adjustment of the Unadjusted Purchase Amount based upon revenues and expenses allocable to the period prior to Closing from the operation of the Property which are received or paid post Closing, and a similar adjustment for revenues and expenses allocable to the period post Closing that are received and paid pre Closing as provided herein. The Pre Closing Partners shall be entitled to all revenue, and responsible for all expenses, allocable to the period ending at 12:00 A.M. on the day Closing occurs. At the Closing between SCOLPall items of revenue and expense with respect to the Partnership assets listed below shall be prorated in accordance with the foregoing principles or in accordance with the rules for specific items set forth hereafter: 5.1.1 The Operating Partnership shall arrange for a billing under all those Service Contracts for which fees based on usage and with utility companies for a billing for utilities, Owner to include all utilities or service used up to the day Closing occurs, and Contributorany unpaid Pre Closing expenses shall increase the Adjustment Amount. The adjustments In the event any of the Service Contracts set forth in Exhibit 5 cover periods beyond the Closing the same shall be prorated on a per diem basis and prorations will be made by any amount owed Post Closing that is a cash payment and Pre Closing expense shall not be an adjustment increase in that amount of the Adjustment Amount; any amount prepaid that is a Post Closing expense shall be a decrease in the Adjustment Amount. All Pre Closing expenses shall be allocated to the Units Pre Closing Partners in accordance with the terms of the Partnership Agreement in effect prior to the Closing. All utility deposits of Operating Partnership on the Closing Date shall either be issued at Closingwithdrawn and paid to Pre Closing Partners or the amount of such deposits shall be a decrease in the Adjustment Amount. (a) 5.1.2 Real estate taxes and personal property taxes on the Property shall be prorated based upon the period (i.e., calendar or other tax fiscal year) to which same are attributable, regardless of whether or not any such taxes are then due and payable or are a lien upon lien. Tax prorations shall be based on gross taxes less maximum available discount (4%). As set forth in 5.1.1 above, expenses properly allocated to the period Post Closing and prepaid shall decrease the Adjustment Amount accordingly, and expenses properly allocated to the period Pre Closing that are owed shall increase the Adjustment Amount accordingly. In the event that as of the date Closing occurs the actual tax bills for the tax year or levied against any years in question are not available and the amount of taxes to be prorated as aforesaid cannot be ascertained, then rates, mileage's and assessed valuation of the previous year, with known changes, shall be used; and after the Closing occurs and when the actual amount of taxes for the year or years in question shall be determinable, such taxes will be re-prorated between the time periods before and after Closing to reflect the actual amount of such taxes. Notwithstanding the preceding provisions, Section 8.7 shall govern with respect to all general, special and/or betterment assessments on the Property at the date of Closing. Notwithstanding the foregoing, there shall be no proration of real estate taxes to the extent that same are payable by Xxxxxxxx. In addition, annual tax reimbursement from Tenants (Publix & T.J. Maxx) will be prorated when collected and amounts due Pre Closing Partners will be distributed in cash within 30 days of receipt. 5.1.3 Percentage rent (i.e., that portion of the Project rent payable to the landlord by the tenant under a Space Lease which is a percentage of the amount of sales or of the dollar amount of sales), if any, payable under each Space Lease shall be prorated with respect to the lease year thereunder in which the Closing occurs on a per diem basis as and when collected. Any percentage rent collected by the Operating Partnership including any percentage rent which is delinquent and pertaining to (i) an entire lease year or accounting period of a tenant under a Space Lease which ends on a date prior to the Contribution Date date of Closing, and (ii) that portion of a lease year or accounting period of such tenant covering a period prior to the date of Closing where such lease year or accounting period begins prior to the date of Closing and ends thereafter shall in both cases (subject to Section 5.3.1) be distributed in cash to the Pre Closing Partners within 30 days of receipt. 5.1.4 Gas, water, electricity, heat, fuel, sewer and other than current taxes)utilities charges for which no billing based upon actual usage can be obtained with due diligence, and the governmental licenses, permits and inspection fees and operating expenses relating to the Shopping Center, shall be prorated on a per diem basis and on appropriate adjustment to the Adjustment Amount shall be made as set forth in 5.1.1. 5.1.5 Common area maintenance expenses and charges, including all expenses and charges payable by or to the Operating Partnership under or in connection with the REAs, shall be prorated. All common area expense payments made by each tenant and such charges paid under its Space Lease for the entire lease year during which the Closing occurs, and all special assessments levied on any portion of the Project prior common area maintenance payments to the Contribution DateOperating Partnership by other parties under the REA, including in each case end-of-year adjustments, if any, shall be paid by Owner or Contributor prorated in the following manner: Not later than three (3) days prior to the Contribution Date. Current real estate Closing, Pre Closing Partners shall deliver to Contributor a detailed reconciliation showing common area charges ("CAM Charges") billed to Shopping Center tenants (or each other party to a REA, hereafter a "REA Party") required to pay CAM Charges for 1997 and personal property taxes and assessments shall be prorated at the Closing effective as of through the Closing Date on and showing all CAM Charges incurred by the Operating Partnership for such period prior to Closing. In addition, Pre Closing Partners shall provide to Contributor invoices and other evidence documenting CAM Charges as may reasonably be requested by Contributor. Any excess CAM Charges (or estimates for same) received by the Operating Partnership prior to Closing over the amount of the Pre Closing CAM Charges payable by such tenants, as evidenced by the bills and computations delivery by the Operating Partnership at Closing, increase the Adjustment Amount. Any additional CAM Charges due from tenants for periods Pre Closing shall be billed to tenants (or a calendar year basisREA Party) as and when appropriate for annual reconciliation, understanding and shall be distributed to the Pre Closing Partners pro rata within thirty (30) days if , as and when received by the Operating Partnership after the Closing. The Operating Partnership shall not be required to institute any action or proceeding to collect any pre Closing CAM charges. 5.1.6 All brokerage and leasing commissions or other compensation due or accrued prior or subsequent to the date of Closing to any broker, agent, or other person in connection with the Property for brokerage or other services rendered to the Operating Partnership, or to any Pre Closing Partner or Post Closing Limited Partner of the Operating Partnership, in connection with the management and/or leasing of the Property prior to Closing shall increase the Adjustment Amount to the extent not paid by the Operating Partnership prior to Closing (it being agreed that real estate taxes payment of all of the foregoing shall be the sole responsibility of Pre Closing Partners). The foregoing shall not apply to bona fide third-party out-of-pocket expenses regarding Additional Leases as set forth in Section 4.1.2, or to those commission expenses set forth in Section 2.8 which shall be paid Post Closing by the Operating Partnership and shall not cause an increase or a decrease in the State Adjustment Amount. 5.1.7 All prepaid rentals, other prepaid payments, security deposits, electric, gas, sewer and water deposits deposited with the Operating Partnership by tenants, (including all accrued interest on all of Florida are payable the foregoing, unless the Operating Partnership is entitled to retain same and evidence that same has been retained in arrears. Such proration cash by the Operating Partnership is presented at Closing) under any Space Leases, license agreements or concession agreements relating to the Property, shall be set forth in Exhibit 17 to this Agreement and shall be an increase to the Adjustment Amount. 5.1.8 Pre Closing Partners shall be responsible for any charges, salaries, vacation pay or fringe benefits of employees of any Pre Closing Partners prior to or following the Closing and none of the foregoing shall be prorated. 5.2 All prorations (and the resultant increase or decrease to the Adjustment Amount) to be made under the foregoing provisions shall be made on the basis of a written statement or statements delivered to Contributor by Pre Closing Partners and approved by Contributor. In the amount of real estate and personal property taxes event any prorations, apportionments or computation shall prove to be incorrect for the current year if and any reason, then either Contributor or Pre Closing Partners shall be entitled to the extent an adjustment to correct same, provided that the taxing authorities have issued statements therefor, but otherwise based on real estate taxes assessed for the current tax year plus an estimated increase of 5%. Real estate taxes and personal property taxes levied against any portion of the Project and applicable a written demand to the period such adjustment is made within six (6) months after the Contribution Date erroneous payment or computation was made. Any adjustment that results in the Pre Closing Partners being required to return cash shall be prorated made by withholding of distributions as provided in Section 2.8.3 and adjusted between the parties on a calendar year basis and any adjustment that requires Contributor to pay an additional amount to Pre Closing Partners shall be paid by Contributor or SCOLP, as the case may be. within thirty (b) The amount of all unpaid water and other utility bills for the Project which are not directly billed to the tenants of the Project, and all other operating and other expenses incurred with respect to the Project and Owner, and relating to the period prior to the Contribution Date, shall be paid by Owner or Contributor on or prior to the Contribution Date or, if not paid, an amount equal to such unpaid expenses shall be part of the cash adjustment at Closing. The amount of all prepaid water and other utility bills for the Project, and all other operating and other expenses to be incurred with respect to the Project and Owner, and relating to the period after and including the Contribution Date, shall be paid by SCOLP to Contributor on the Contribution Date. (c) Charges under Project Contracts (as defined below) attributable to the period prior to the Contribution Date shall be paid by Owner or Contributor prior to the Contribution Date, or, if not paid, the amount due shall be reserved in cash within the Owner as of the Contribution Date. Prepaid charges under Project Contracts attributable to the period after and including the Contribution Date shall be paid by SCOLP to Contributor on the Contribution Date. (d) All rental and other revenues collected by Owner up to the Contribution Date which are allocable to the period prior to the Contribution Date, including without limit pass-through and pass-on charges, shall become a part of the disbursement from Owner to the Holding Company (and then from the Holding Company to Contributor) made pursuant to Section 6.2 below. (e) Prepaid revenue received by the Owner attributable to the period after and including the Contribution Date including, without limit, tenant rents, pass-through charges, pass-on charges, water and other periodic revenues (the “Rents”) for the calendar month in which the Closing Date occurs (the “Closing Month”), and Rents not delinquent more than thirty days as of the Closing Date (for those residents which remain in occupancy at the Project), shall be prorated on an accrual basis. SCOLP shall either pay the Contributor or provide the Contributor with a credit for (x) all unpaid Rents from tenants who are not delinquent more than thirty days as of the Closing Date (for those residents which remain in occupancy at the Project); and (y) the pro rata share of the total unpaid Rents for the Closing Month based upon the number of days in such month. SCOLP shall be paid or shall receive a credit for the pro rata share of the collected Rents received for the Closing Month. In addition to the foregoing, SCOLP and Contributor shall mutually agree as to the amount to be paid or credited to Contributor, if any, for Rents delinquent more than thirty days as of the Closing Date (for those residents which remain in occupancy at the Project), based upon the likelihood of collecting such Rents. In the event the parties are unable to agree, the Owner shall apply any payments received during the period between the Closing Date and the date which is ninety days after the Closing Date, first to the cost of collecting such payments, then to the most recent charges due and, thereafter, to unpaid charges due prior to Closing. Any payments received after the ninetieth day after Closing shall not be subject to pro ration. Contributor shall have no further rights following Closing with respect to such Rents. In addition to the foregoing, SCOLP shall also pay or provide Contributor with a credit for the amount of accrued but unpaid utility fees due from the tenants with respect to periods prior to Closing. To the extent any Rents allocable to the period prior to the Closing Date are collected after Closing, they shall remain the property of the Owner and/or SCOLP, and shall not be paid to or distributed to the Contributor. The Owner shall not distribute or assign to the Contributor and the Contributor shall not have the right to seek collection, through litigation or otherwise, of unpaid Rents. Any eviction actions which are on-going as of the Closing Date and the expense of any legal fees associated with such eviction actions incurred on and after the Closing Date shall be the responsibility of Owner after Closing and shall not be charged to Contributor. Sums received on account of such litigation shall also remain the property of the Owner and shall not be paid to the Contributor or otherwise subject to proration. (f) An amount equal to all expenses of the Project which were paid prior to the Contribution Date and for which Owner will benefit after the Contribution Date shall be disbursed or credited to Contributor at the Closing. (g) All compensation, fringe benefits and other amounts due the employees of Owner or the manager of the Project for the period prior to the Contribution Date, whether as hourly pay, salaries, overtime, bonus, vacation or sick pay, severance pay, pensions or otherwise, and all amounts due for the payment of employment taxes with respect thereto, shall be paid by Owner on or prior to the Contribution Date, or, if not paid, an amount equal to such entire unpaid liability shall be paid in cash at Closing. (h) All costs and expenses incurred by Owner, the Holding Company or Contributor prior to the Contribution Date in connection with the transactions contemplated herein and the performance of its obligations under this Agreement, including, without limitation, attorney and other professional fees, the Acquisition Loan, and the costs and expenses payable by Owner, Holding Company or Contributor hereunder (including, without limitation, the costs and expenses specified in Section 19.1 to be paid by Contributor), shall be paid by Contributor and shall not be charged to, or the responsibility of SCOLP. (i) The amount of all escrows and reserves required under the Mortgage Documents which are on deposit on the Contribution Date shall be paid by SCOLP to the Contributor on the Contribution Date or, if not paid, an amount equal to such escrows and reserves shall be credited to Contributor in connection with the cash adjustment at Closing. (j) In the event any rental discounts, leasing incentives or other credits, incentives or obligations have been provided to any of the occupants at the Project for any reason, and the same have not been fully satisfied by Closing, SCOLP shall be entitled to a credit or payment at Closing in the amount of such discounts, incentives or obligations. In all events, all debts, obligations, charges, liabilities and liens with respect to the Project shall be fully paid and satisfied or credited or paid to SCOLP on the Contribution Date, except only the Existing Mortgage and the lien for taxes not yet due and payable. 6.2 On or prior to the Contribution Date, Contributor (directly or indirectly through the Holding Company) shall be entitled to a distribution from Owner in an amount equal to all of the cash and cash equivalent assets held by Owner as of the Contribution Date, after deduction for any and all costs, expenses and prorations payable by or chargeable against the Xxxxxx Entities hereunder. The Owner shall not distribute any other right, claim, cause of action or asset after the Effective Date of this Agreement. 6.3 If within ninety (9030) days after said demand. 5.3 All accounts receivable flowing from the Closing either SCOLP or Contributor discovers any inaccuracies or errors in the pro rations or adjustments done at Closing pursuant to Sections 6.1 and/or 6.2, such party shall notify the other party of such inaccuracy or error by written notice including reasonable detail of the appropriate calculation. The parties shall attempt, in good faith, to resolve any issues with respect to delinquent revenue and the prorations and adjustments done at Closing pursuant to Section 6.1. After the parties resolve any such issues or, in the event the parties are unable to resolve issues, a final judgment has been rendered with respect to such matter without timely appeal or after all appeals timely made are fully resolved, SCOLP and Contributor shall promptly take all action and pay all sums necessary so that such pro rations and adjustments Property shall be in accordance with the terms disposed of this Agreement, and the obligations of either party to pay any such amount shall survive the Contribution Date. Prorations and adjustments to prorations are not subject to, or included within, the Minimum Amount or Maximum Amount set forth in Section 7.3(d).as follows: