Common use of Adjustments and Prorations Clause in Contracts

Adjustments and Prorations. 5.1 Seller shall be entitled to all income produced from the operation of the Property which is allocable to the period prior to the Closing Date and shall be responsible for all expenses allocable to that period; and Buyer shall be entitled to all income and responsible for all expenses allocable to the period beginning at 12:01 A.M. on the Closing Date. At Closing, all items of income and expense with respect to the Property shall be prorated in accordance with the foregoing principles and the rules for the specific items set forth hereafter: 5.1.1 [Intentionally omitted.] 5.1.2 Real estate taxes, general, special and/or betterment assessments and personal property taxes shall be prorated for those taxes which are due and payable during the calendar or other fiscal tax year in which the Closing Date occurs (to the extent the tax bills for the calendar year in which Closing shall occur have not been issued as of Closing, then such proration shall involve a credit to Buyer for the daily rate of such taxes for the number of days of Seller’s ownership of the Property during such calendar year; to the extent Closing occurs after the applicable tax bills have been issued and have been paid, then such proration shall involve a credit to Seller for the daily rate of such taxes for the number of days of Buyer’s ownership of the Property during such calendar year). In the event that as of the Closing Date the actual tax bills for the tax year or years in question are not available and the amount of taxes to be prorated as aforesaid cannot be ascertained, then rates, millages 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 parties to reflect the actual amount of such taxes. The parties acknowledge that, under its Lease, Wal-Mart is not obligated to reimburse the owner of the Property Wal-Mart’s pro rata share of such taxes but instead pay same directly to the taxing authority so the amount to be credited to Buyer hereunder shall be offset by the amount of taxes payable by Wal-Mart under its Lease. 5.1.3 Rentals and other payments (other than “percentage rent” and common area maintenance charges which are dealt with in Section 5.1.4 and Section 5.1.6) which are payable pursuant to Space Leases shall be prorated on a per diem basis as and when collected (subject to the provisions of Section 5.3). Buyer shall not be obligated to make any payment or give any credit to Seller on account of or by reason of any rental or other payments which are unpaid as of the Closing Date, but shall be required to turn over Seller’s share of the same within ten (10) days if, as and when received by Buyer after the Closing, provided that the first sums received from any tenant after Closing shall applied to then current rental and other payment obligations of such tenant under its Space Lease, with any remainder being applied to any delinquency existing as of Closing; this provision shall survive Closing. 5.1.4 Percentage rent, if any, payable under each Space Lease shall be prorated with respect to the lease year thereunder in which Closing occurs on a per diem basis as and when collected. Any percentage rent collected by Buyer 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 Closing Date, or (ii) that portion of a lease year or accounting period of such tenant covering a period prior to the Closing Date where such lease year or accounting period begins prior to the Closing Date and ends thereafter shall in both cases be paid to Seller within ten (10) days of receipt by Buyer; and if any tenant’s Space Lease provides for offsets or deductions against percentage rent, then such offsets or deductions shall be prorated in the same manner as the percentage rent itself is prorated. This provision shall survive Closing. 5.1.5 Gas, water, electricity, heat, fuel, sewer and other utilities charges with respect to the period up until Closing shall be paid by Seller. 5.1.6 Common area maintenance expenses and charges shall be prorated. Seller shall be responsible for all common area expenses and charges incurred prior to the Closing Date, and Buyer shall be responsible for the same on and subsequent to the Closing Date. 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, including end-of-year adjustments, if any, shall be prorated between Seller and Buyer in the following manner: Not later than three (3) days prior to Closing, Seller shall deliver to Buyer, with regard to each Shopping Center tenant required to pay common area charges (“CAM Charges”) under its lease, a detailed computation showing all CAM Charge expenses incurred by Seller for the period from the beginning of each such tenant’s then current billing period for CAM Charges (e.g., calendar year, lease year, etc.) through the Closing Date, any CAM estimated payments or charges collected by Seller relating to such tenant (hereinafter “CAM Estimates”), and a xxxx for the tenant’s pro rata share of CAM Charges (i.e., for CAM charges through the Closing Date net of any such CAM Estimates held by Seller), together with all invoices and other evidence documenting such CAM Charges in detail required by such tenant’s lease. Buyer shall send any such bills to tenants promptly following Closing, in which event such tenant shall pay any amount shown due directly to Seller, and except as otherwise stated in Section 5.3.3 below Buyer shall have no responsibility to collect same. However, if any tenant rightfully refuses to pay such xxxx for CAM Charges due through the Closing Date, then Buyer shall resubmit such xxxx to any such tenant at the same time as Buyer next submits Buyer’s own xxxx to any such tenant; and any payment thereafter made by any such tenant on account of CAM Charges shall belong to and be forwarded within ten (10) days of its receipt to Seller until Seller’s xxxx is paid in full. Any CAM Estimates for any tenant shall be retained by Seller up to the amount of the pre-Closing CAM Charges payable by such tenant as evidenced by such bills and computations delivered by Seller at Closing, and Buyer shall receive a credit for any excess CAM Estimates collected by Seller. 5.1.7 All prepaid rentals, other prepaid payments (other than monthly real estate tax or CAM estimates or installments), security deposits, electric, gas, sewer and water deposits deposited with Seller by tenants, (including any accrued interest required under any Space Lease on all of the foregoing, unless Seller is entitled to retain the benefit thereof) under any Space Leases, license agreements or concession agreements relating to the Property, shall all belong to Buyer and all shall be assigned and delivered to Buyer at Closing, whereupon Seller shall be released from all liability with respect thereto. At Seller’s option, Buyer shall receive a credit against the cash portion of the Purchase Price in the amount of all such security deposits, and Seller may thereupon retain the same. 5.1.8 Buyer shall not be responsible for any charges, salaries, vacation pay or fringe benefits of employees of Seller prior to or following the Closing and none of the foregoing shall be prorated. 5.2 All prorations and payments to be made under the foregoing provisions shall be made on the basis of a written statement or statements delivered to Buyer by Seller and approved by Buyer. In the event any prorations, apportionments or computation shall prove to be incorrect for any reason, then either party shall be entitled to an adjustment to correct the same, provided that it makes written demand on the one from who it is entitled to such adjustment within three hundred sixty-five (365) days after the erroneous payment or computation was made; this provision shall survive Closing. 5.3 All accounts receivable flowing from the Property shall be treated as follows: 5.3.1 In the event that there remains any unpaid base or minimum rent for a period prior to Closing, all payments of base or minimum rent and other charges due under any tenant Lease received from such tenant subsequent to Closing shall be applied first to sums owed Buyer before any part thereof (if any remaining) shall be paid to Seller on account of any delinquency owing as of Closing. In the event that there remains any unpaid tenant receivable other than base or minimum rent (including without limitation any tax, CAM, insurance or percentage rent payments) for any period prior to Closing, all payments received from any tenant in arrears (whether base or minimum rent or any other amount) shall be applied to any such sums owed Seller from such tenant before any part thereof shall be treated as belonging to Buyer. 5.3.2 In the event that any tenant of Seller or Buyer shall hereafter apply or shall have heretofore applied for relief under the provisions of any bankruptcy or similar laws for the protection of debtors, the provisions of Section 5.3.1 shall not apply, and the parties shall have the right to seek collection of their respective accounts, their entitlements being determined by the Closing and the other provisions of this Agreement. Neither party shall have the right to enter into any transactions that purport to compromise claims belonging to the other, without the other party’s prior written consent. 5.3.3 If at the Closing Date any tenants owe Seller any money, Seller shall have the right, subsequent to the Closing for a period of one (1) year, to collect such sums directly from the tenants including bringing lawsuits against the tenants (at Seller’s sole expense) for such collection; provided, however, Seller agrees that any such legal action or collection shall not include any disturbance of the possession, use or occupancy of the tenants or any right to evict the tenants, whether pursuant to the lease provisions or otherwise. 5.4 The provisions of this Article 5 will survive Closing.

Adjustments and Prorations. 5.1 Seller shall be entitled All taxes, including, without limitation, real estate taxes and personal property taxes, collected rents, charges for utilities, including water, sewer, and fuel oil, and for utility services, maintenance services, maintenance and service contracts, all operating costs and expenses, and all other income, costs, and charges of every kind which in any manner relate to all income produced from the operation of the Property which is allocable Premises (but not including insurance premiums) shall be prorated to the period prior to Date of Closing, except that if Seller does not receive the Closing Date and shall be responsible for all expenses allocable to that period; and Buyer shall be entitled to all income and responsible for all expenses allocable to the period beginning at 12:01 A.M. Purchase Price (by receipt of wired funds or by receipt in hand of an official bank cashier's check) by 1 o'clock P.M., Boston time on the Closing Date. At Date of Closing, all items of income and expense with respect to the Property prorations shall be prorated in accordance with the foregoing principles and the rules for the specific items set forth hereafter: 5.1.1 [Intentionally omitted.] 5.1.2 Real estate taxes, general, special and/or betterment assessments and personal property taxes shall be prorated for those taxes which are due and payable during the calendar or other fiscal tax year in which the Closing Date occurs (to the extent the tax bills for the calendar year in which Closing shall occur have not been issued as of Closing, then such proration shall involve a credit to Buyer for the daily rate of such taxes for the number of days of Seller’s ownership of the Property during such calendar year; to the extent Closing occurs after the applicable tax bills have been issued and have been paid, then such proration shall involve a credit to Seller for the daily rate of such taxes for the number of days of Buyer’s ownership of the Property during such calendar year). In the event that made as of the Closing Date the actual tax bills for the tax year or years in question are not available and the amount of taxes to be prorated as aforesaid cannot be ascertained, then rates, millages 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 parties to reflect the actual amount of such taxesfollowing business day. The parties acknowledge that, under its Lease, Wal-Mart is not obligated to reimburse the owner of the Property Wal-Mart’s pro rata share of such taxes but instead pay same directly to the taxing authority so the amount to be credited to Buyer hereunder shall be offset by the amount of taxes payable by Wal-Mart under its Lease. 5.1.3 Rentals and other payments (other than “percentage rent” and common area maintenance charges which are dealt with in Section 5.1.4 and Section 5.1.6) which are payable pursuant to Space Leases Rents shall be prorated on a per diem basis as an as-collected basis, with first rents collected after the Date of Closing credited toward current rent, if owed, and when collected (subject the balance to delinquencies. The Buyer shall receive credit for any post-closing unamortized rental concessions granted by Seller prior to the provisions date of Section 5.3)this Agreement. Buyer shall use reasonable efforts to assist the Seller in collecting delinquent rent, but shall not be required to file an action for the delinquency. Buyer shall receive a credit for all security deposits set forth on Exhibit B. If the amount of said taxes, assessments, or rents is not known on the Date of Closing, they shall be apportioned on the basis of the amounts for the preceding year, with a reapportionment as soon as the new amounts can be ascertained. If such taxes and assessments shall thereafter be reduced by abatement, the amount of such abatement, less the reasonable cost of obtaining the same, shall be apportioned between the parties, provided that neither party shall be obligated to make any payment institute or give any credit to Seller on account of or by reason of any rental or other payments which are unpaid as of the Closing Date, but shall be required to turn over Seller’s share of the same within ten (10) days if, as and when received by Buyer after the Closing, provided that the first sums received from any tenant after Closing shall applied to then current rental and other payment obligations of such tenant under its Space Lease, with any remainder being applied to any delinquency existing as of Closing; this provision shall survive Closing. 5.1.4 Percentage rent, if any, payable under each Space Lease shall be prorated with respect to the lease year thereunder in which Closing occurs on a per diem basis as and when collectedprosecute proceedings for an abatement unless otherwise agreed. Any percentage rent collected by Buyer 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 Closing Date, or (ii) that portion of a lease year or accounting period of such tenant covering a period prior to the Closing Date where such lease year or accounting period begins prior to the Closing Date and ends thereafter shall in both cases be paid to Seller within ten (10) days of receipt by Buyer; and if any tenant’s Space Lease provides for offsets or deductions against percentage rent, then such offsets or deductions shall be prorated in the same manner as the percentage rent itself is prorated. This provision shall survive Closing. 5.1.5 Gas, water, electricity, heat, fuel, sewer and other utilities charges with respect to the period up until Closing shall be paid by Seller. 5.1.6 Common area maintenance expenses and charges shall be prorated. Seller shall be responsible for all common area expenses and charges incurred prior to the Closing Date, and Buyer shall be responsible for the same payment of any assessments or notice of assessments made after the date of execution hereof for any public improvement, provided Buyer takes title hereunder. Any deposits on and subsequent utilities paid by Seller shall be returned to Seller. The foregoing provisions of this section shall not apply to any taxes, assessments, or other payments which are directly payable by tenants under their leases or reimbursable by such tenants to the Closing Dateowner of the Premises, as landlord, under their leases. All common area expense payments made by each tenant and such charges paid under its Space Lease for On the entire lease year during which the Closing occurs, including end-of-year adjustments, if any, shall be prorated between Seller and Buyer in the following manner: Not later than three (3) days prior to Date of Closing, Seller shall deliver to Buyer, with regard to each Shopping Center tenant required to pay common area charges (“CAM Charges”) under its lease, a detailed computation showing Buyer all CAM Charge expenses incurred by Seller for inventories of supplies on hand at the period from the beginning of each such tenant’s then current billing period for CAM Charges (e.g., calendar year, lease year, etc.) through the Closing Date, any CAM estimated payments or charges collected by Seller relating to such tenant (hereinafter “CAM Estimates”), and a xxxx for the tenant’s pro rata share of CAM Charges (i.e., for CAM charges through the Closing Date net of any such CAM Estimates held Premises owned by Seller), together with all invoices and other evidence documenting such CAM Charges in detail required by such tenant’s lease. Buyer shall send any such bills to tenants promptly following Closing, in which event such tenant shall pay any amount shown due directly to Seller, and except as otherwise stated in Section 5.3.3 below Buyer shall have no responsibility to collect same. However, if any tenant rightfully refuses to pay such xxxx for CAM Charges due through the Closing Dateany, then Buyer shall resubmit such xxxx to any such tenant at the same time as Buyer next submits Buyer’s own xxxx to any such tenant; and any payment thereafter made by any such tenant on account of CAM Charges shall belong to and be forwarded within ten (10) days of its receipt to Seller until Seller’s xxxx is paid in full. Any CAM Estimates for any tenant shall be retained by Seller up to the amount of the pre-Closing CAM Charges payable by such tenant as evidenced by such bills and computations delivered by Seller at Closing, and Buyer shall receive a credit for any excess CAM Estimates collected by Seller. 5.1.7 All prepaid rentals, other prepaid payments (other than monthly real estate tax or CAM estimates or installments), security deposits, electric, gas, sewer and water deposits deposited with Seller by tenants, (including any accrued interest required under any Space Lease on all of the foregoing, unless Seller is entitled to retain the benefit thereof) under any Space Leases, license agreements or concession agreements relating to the Property, shall all belong to Buyer and all shall be assigned and delivered to Buyer at Closing, whereupon Seller shall be released from all liability with respect thereto. At Seller’s option, Buyer shall receive a credit against the cash portion of the Purchase Price in the amount of all such security deposits, and Seller may thereupon retain the same. 5.1.8 Buyer shall not be responsible for any charges, salaries, vacation pay or fringe benefits of employees of Seller prior to or following the Closing and none of the foregoing shall be prorated. 5.2 All prorations and payments to be made under the foregoing provisions shall be made on the basis of a written statement or statements delivered to Buyer by Seller and approved by Buyer. In the event any prorations, apportionments or computation shall prove to be incorrect for any reason, then either party shall be entitled to an adjustment to correct the same, provided that it makes written demand on the one from who it is entitled to such adjustment within three hundred sixty-five (365) days after the erroneous payment or computation was made; this provision shall survive Closing. 5.3 All accounts receivable flowing from the Property shall be treated as follows: 5.3.1 In the event that there remains any unpaid base or minimum rent for a period prior to Closing, all payments of base or minimum rent and other charges due under any tenant Lease received from such tenant subsequent to Closing shall be applied first to sums owed Buyer before any part thereof (if any remaining) shall be paid to Seller on account of any delinquency owing as of Closing. In the event that there remains any unpaid tenant receivable other than base or minimum rent (including without limitation any tax, CAM, insurance or percentage rent payments) for any period prior to Closing, all payments received from any tenant in arrears (whether base or minimum rent or any other amount) shall be applied to any such sums owed Seller from such tenant before any part thereof shall be treated as belonging no additional cost to Buyer. 5.3.2 In the event that any tenant of Seller or Buyer shall hereafter apply or shall have heretofore applied for relief under the provisions of any bankruptcy or similar laws for the protection of debtors, the provisions of Section 5.3.1 shall not apply, and the parties shall have the right to seek collection of their respective accounts, their entitlements being determined by the Closing and the other provisions of this Agreement. Neither party shall have the right to enter into any transactions that purport to compromise claims belonging to the other, without the other party’s prior written consent. 5.3.3 If at the Closing Date any tenants owe Seller any money, Seller shall have the right, subsequent to the Closing for a period of one (1) year, to collect such sums directly from the tenants including bringing lawsuits against the tenants (at Seller’s sole expense) for such collection; provided, however, Seller agrees that any such legal action or collection shall not include any disturbance of the possession, use or occupancy of the tenants or any right to evict the tenants, whether pursuant to the lease provisions or otherwise. 5.4 The provisions of this Article 5 will survive Closing.

Adjustments and Prorations. 5.1 Seller shall be entitled to all income produced from the operation of the Property which is allocable to the period prior to the Closing Date and shall be responsible for all expenses allocable to that period; and Buyer shall be entitled to all income and responsible for all expenses allocable to the period beginning at 12:01 A.M. on the Closing Date. At Closing, all items of income and expense with respect to the Property shall be prorated in accordance with the foregoing principles provisions and the rules for the specific items set forth hereafter: 5.1.1 [Intentionally omittedSeller shall arrange for a billing under all those Service Contracts for which fees are based on usage and with utility companies for a billing for utilities, to include all utilities or service used up to the Closing Date, and Seller shall pay the resultant bills. In the event any of the Service Contracts set forth in EXHIBIT 3 cover periods beyond the Closing Date the same shall be prorated on a per diem basis.] 5.1.2 Real estate taxes, general, special and/or betterment assessments and personal property taxes shall be prorated for those taxes which are due and payable during the calendar or other fiscal tax year in which as of the Closing Date occurs (to the extent the tax bills for the calendar year in which Closing shall occur have not been issued as of Closing, then such proration shall involve a credit to Buyer for the daily rate of such taxes for the number of days of Seller’s ownership of the Property during such calendar year; to the extent Closing occurs after the applicable tax bills have been issued and have been paid, then such proration shall involve a credit to Seller for the daily rate of such taxes for the number of days of Buyer’s ownership of the Property during such calendar year)Date. In the event that as of the Closing Date the actual tax bills for the tax year or years in question are not available and the amount of taxes to be prorated as aforesaid cannot be ascertained, then rates, millages 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 parties to reflect the actual amount of such taxes. The parties acknowledge that, under its Lease, Wal-Mart is not obligated to reimburse the owner of the Property Wal-Mart’s pro rata share of such taxes but instead pay same directly to the taxing authority so the amount to be credited to Buyer hereunder shall be offset by the amount of taxes payable by Wal-Mart under its Lease. 5.1.3 Rentals and other payments (other than “"percentage rent” " and common area maintenance charges which are dealt with in Section SECTION 5.1.4 and Section 5.1.6) which are payable pursuant to Space Leases shall be prorated on a per diem basis as and when collected (subject to the provisions of Section 5.3). However as to the following tenants ("the Credit Tenants") Superfresh and Blockbuster, Seller shall at closing, receive a credit in an amount equal to real estate taxes that have accrued as of the Closing Date but are either unpaid or not yet due and payable from the Credit Tenants as of the Closing Date. Except as provided in the preceding sentence in respect of the Credit Tenants. Buyer shall not be obligated to make any payment or give any credit to Seller on account of or by reason of any rental or other payments which are unpaid as of the Closing Date, but shall be required to turn over Seller’s 's share of the same within ten (10) days if, as and when received by Buyer after the Closing; likewise, provided that the first sums Seller agrees to turn over Buyer's share of any payments received from any tenant after Closing shall applied to then current rental and other payment obligations of such tenant under its Space Lease, with any remainder being applied tenants applicable to any delinquency existing as period from and after the date of ClosingClosing within ten (10) days of Seller's receipt of same; this provision shall survive Closing. 5.1.4 Percentage rent, ; if any, payable under each Space Lease shall be prorated with respect to the lease year thereunder in which Closing occurs on a per diem basis as and when collected. Any percentage rent collected by Buyer 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 Closing Date, or (ii) that portion of a lease year or accounting period of such tenant covering a period prior to the Closing Date where such lease year or accounting period begins prior to the Closing Date and ends thereafter shall in both cases be paid to Seller within ten (10) days of receipt by Buyer; and if any tenant’s 's Space Lease provides for offsets or deductions against percentage rent, then such offsets or deductions shall be prorated in the same manner as the percentage rent itself is prorated. This provision shall survive Closing. 5.1.5 Gas, water, electricity, heat, fuel, sewer and other utilities charges with respect to which SECTION 5. 1.1 cannot be applied, and the governmental licenses, permits and inspection fees and operating expenses relating to the period up until Closing Shopping Center (expressly excluding therefrom, however, such expenses relating to the initial construction of the Shopping Center), shall be paid by Sellerprorated on a per diem basis. 5.1.6 Common area maintenance expenses and charges shall be prorated. Seller shall be responsible for all common area expenses and charges incurred prior to the Closing Date, and Buyer shall be responsible for the same accruing on and subsequent to the Closing Date. 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, including end-of-year adjustments, if any, shall be prorated between Seller and Buyer in the following manner: Not later than three (3) days prior to Closing, Seller shall deliver to Buyer, with regard to each Shopping Center tenant required to pay common area charges (“"CAM Charges”") under its lease, a detailed computation showing all CAM Charge expenses incurred by Seller for the period from the beginning of each such tenant’s 's then current billing period for CAM Charges (e.g., calendar year, lease year, etc.) through the Closing Date, any CAM estimated payments or charges collected by Seller relating to such tenant (hereinafter “"CAM Estimates”"), and a xxxx for the tenant’s 's pro rata share of CAM Charges (i.e., for CAM charges through the Closing Date net of any such CAM Estimates held by Seller), together with all invoices and other evidence documenting such CAM Charges in detail required by such tenant’s 's lease. Buyer shall send any such bills to tenants promptly following Closing, in which event such tenant shall pay any amount shown due directly to Seller, and except as otherwise stated in Section 5.3.3 below Buyer shall have no responsibility to collect same. However, if any tenant rightfully refuses to pay such xxxx for CAM Charges due through the Closing Date, then Buyer shall resubmit such xxxx to any such tenant at the same time as Buyer next submits Buyer’s 's own xxxx to any such tenant; and any payment thereafter made by any such tenant on account of CAM Charges shall belong to and be forwarded within ten (10) days of its receipt to Seller until Seller’s 's xxxx is paid in full. Any CAM Estimates for any tenant shall be retained by Seller up to the amount of the pre-Closing CAM Charges payable by such tenant as evidenced by such bills and computations delivered by Seller at Closing, and Buyer shall receive a credit for any excess CAM Estimates collected by Seller. 5.1.7 All prepaid rentals, other prepaid payments (other payments(other than monthly real estate tax or CAM estimates or installments), security depositsdeposits paid pursuant to Space Leases, electric, gas, sewer and water deposits deposited with Seller by tenants, (including any accrued interest required under any Space Lease on all of the foregoing, unless Seller is entitled to retain the benefit thereof) under any Space Leases, license agreements or concession agreements relating to the Property, shall all belong to Buyer and all shall be assigned and delivered to Buyer at Closing, whereupon Seller shall be released from all liability with respect thereto. At Seller’s 's option, Buyer shall receive a cash credit against the cash portion of the Purchase Price in the amount of all such security depositsSecurity Deposits to be delivered to Buyer at Closing, and Seller may thereupon retain the same. 5.1.8 Buyer shall not be responsible for any charges, salaries, vacation pay or fringe benefits of employees of Seller prior to or following the Closing and none of the foregoing shall be prorated. 5.2 All prorations and payments to be made under the foregoing provisions shall be made on the basis of a written statement or statements delivered to Buyer by Seller and approved by Buyer. In the event any prorations, apportionments or computation shall prove to be incorrect for any reason, then either party shall be entitled to an adjustment to correct the same, provided that it makes written demand on the one from who it is entitled to such adjustment within three hundred sixty-five two (3652) days years after the erroneous payment or computation was made; this provision shall survive Closing. 5.3 All accounts receivable flowing from the Property shall be treated as follows: 5.3.1 Buyer and Seller agree to treat all base or minimum rental payments received from a tenant as applicable to base or minimum rent which was owed by that tenant, if any, first for the month prior to the month in which Closing occurs and next for the month in which Closing occurs until the base or minimum rental amount due to Seller for such periods have been collected. In the event that there remains any unpaid base or minimum rent for a period prior to Closingsuch periods, all payments of base or minimum rent and other charges due under any tenant Lease received from such tenant subsequent to Closing shall be applied first to sums owed Buyer before any part thereof (if any remaining) shall be paid treated as belonging to Seller on account of any delinquency owing as of ClosingSeller. In the event that there remains any unpaid tenant receivable other than base or minimum rent (including without limitation any tax, CAM, insurance or percentage rent payments) for any period prior to Closing, all payments received from any tenant in arrears (whether base or minimum rent or any other amount) shall be applied first to any such sums owed Seller Buyer from such tenant before any part thereof shall be treated as belonging to BuyerSeller. 5.3.2 In the event that any tenant of Seller or Buyer shall hereafter apply or shall have heretofore applied for relief under the provisions of any bankruptcy or similar laws for the protection of debtors, the provisions of Section 5.3.1 shall not apply, and the parties shall have the right to seek collection of their respective accounts, their entitlements being determined by the Closing and the other provisions of this Agreement. Neither party shall have the right to enter into any transactions that purport to compromise claims belonging to the other, without the other party’s 's prior written consent. 5.3.3 If at the Closing Date any tenants owe Seller any moneymoney (i.e. reimbursements to Seller for payment of liens or violations on the Property that were created by tenant(s) but that Seller is required hereunder to satisfy in order to effectuate the sale of the Property or rent arrears (which shall include CAM and tax reimbursements)), Seller shall have the right, subsequent to the Closing for a period of one (1) yearClosing, to collect such sums directly from the tenants, including bringing lawsuits against the tenants (at Seller's sole expense) for such collection (except that Seller is prohibited from bringing a lawsuit against any tenant(s) to collect rent in arrears for a period of thirty (30) days after such dispute or arrears has arisen (the" Buyer Collection Period"); instead Buyer agrees to use commercially reasonable efforts to collect such arrears on Seller's behalf, if Buyer is unsuccessful in collecting the tenant arrears by the expiration of the Buyer Collection Period, then Seller shall have the right to collect such sums directly form the tenants including bringing lawsuits against the tenants (at Seller’s Sellers sole expense) for such collection; provided, however, Seller agrees that any such legal action or collection shall not include any disturbance of the possession, use or occupancy of the tenants or any right to evict the tenants, whether pursuant to the lease provisions or otherwise, and Buyer shall at Seller's expense join in any lawsuit and/or also participate or cooperate with Seller in its collection attempts. Buyer will (at Seller's expense) join in such a lawsuit or action only if the same does not include or require disturbance of the possession of any tenants." 5.4 The provisions of this Article 5 will survive Closing5.3.4 In the event Seller has granted rent concessions to tenants under space lease(s) that would extend beyond the Closing Date, Buyer shall receive credit for same.

Adjustments and Prorations. 5.1 Seller shall be entitled to all income produced from (a) Real and (if a lien on the operation of the Property which is allocable to the period prior to the Closing Date Property) personal property taxes, fire district (if any) taxes, water and shall be responsible for all expenses allocable to that period; sewer bills and Buyer shall be entitled to all income and responsible for all any other costs or expenses allocable to the period beginning at 12:01 A.M. on the Closing Date. At Closing, all items of income and expense with respect to the Property parties hereto shall be prorated in accordance with as of the foregoing principles Closing on the basis of a 365-day year, except that if any amount to be prorated covers a period of less than a year, the proration as to such amount shall be made as of the Closing on the basis of the period so covered. Seller shall, at the Closing, pay a pro rata share of all items so prorated to and including the rules day of the Closing, and Buyer shall pay or assume the balance thereof. Seller shall pay all utility charges on the Property for the specific items set forth hereafter: 5.1.1 [Intentionally omitted.] 5.1.2 Real estate taxes, general, special and/or betterment assessments and personal property taxes period up to Closing. The net amount of any adjustments shall be prorated added to or subtracted from the Purchase Price, as applicable. Any unpaid betterment or improvement assessments (the "Assessments") constituting a lien against the Premises shall be paid in the following manner: (i) Seller shall pay for those taxes which are all Assessments due and payable prior to the calendar year 2001; (ii) Assessments due and payable during the calendar or other fiscal tax year in which the Closing Date occurs (to the extent the tax bills for the calendar year in which Closing shall occur have not been issued as of Closing, then such proration shall involve a credit to Buyer for the daily rate of such taxes for the number of days of Seller’s ownership of the Property during such calendar year; to the extent Closing occurs after the applicable tax bills have been issued and have been paid, then such proration shall involve a credit to Seller for the daily rate of such taxes for the number of days of Buyer’s ownership of the Property during such calendar year). In the event that as of the Closing Date the actual tax bills for the tax year or years in question are not available and the amount of taxes to be prorated as aforesaid cannot be ascertained, then rates, millages 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 parties to reflect the actual amount of such taxes. The parties acknowledge that, under its Lease, Wal-Mart is not obligated to reimburse the owner of the Property Wal-Mart’s pro rata share of such taxes but instead pay same directly to the taxing authority so the amount to be credited to Buyer hereunder shall be offset by the amount of taxes payable by Wal-Mart under its Lease. 5.1.3 Rentals and other payments (other than “percentage rent” and common area maintenance charges which are dealt with in Section 5.1.4 and Section 5.1.6) which are payable pursuant to Space Leases 2001 shall be prorated on a per diem basis as and when collected (subject to the provisions of Section 5.3). Buyer shall not be obligated to make any payment or give any credit to Seller on account of or by reason of any rental or other payments which are unpaid as of the Closing Date, but ; and (iii) Buyer shall be required to turn over Seller’s share of pay for all Assessments due and payable in the same within ten (10) days if, as calendar years 2002 and when received by Buyer after the Closing, provided that the first sums received from any tenant after Closing shall applied to then current rental and other payment obligations of such tenant under its Space Lease, with any remainder being applied to any delinquency existing as of Closing; this provision shall survive Closingbeyond. 5.1.4 Percentage rent, if any, payable (b) Rents under each Space the Existing Leases and the Hexagon Lease shall be prorated with respect to the lease year thereunder in which Closing occurs on a per diem basis as and when collected. Any percentage rent collected by Buyer 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 Closing Datebased on the applicable period relating to such rents, or (ii) except that portion no proration shall be made for rents delinquent as of a lease year or accounting period of such tenant covering a period prior to the Closing Date where such lease year or accounting period begins prior to (hereinafter called the Closing Date and ends thereafter "Delinquent Rents"). Delinquent Rents shall in both cases be paid to Seller within ten any rents that are more than thirty (1030) days of receipt past due. The balance remaining from any security deposits or prepaid rents which are held by Buyer; Seller after deductions previously made by Seller in accordance with the Existing Leases and if any tenant’s Space the Hexagon Lease provides for offsets or deductions against percentage rent, then such offsets or deductions shall be prorated in transferred to Buyer, provided, however, that from and after the same manner as date hereof Seller will make no further deductions from any security deposit without the percentage rent itself is proratedprior written consent of Buyer, which consent shall not be unreasonably withheld. This provision shall survive Closing. 5.1.5 Gas, water, electricity, heat, fuel, sewer and other utilities charges with respect to the period up until Closing shall be paid by Seller. 5.1.6 Common area maintenance expenses and charges shall be prorated. Seller shall be responsible for all common area expenses and charges incurred prior to the Closing Date, and Buyer shall be responsible for the same on assume all liability and subsequent obligations relating to the Closing Datesuch security deposits and prepaid rents and shall indemnify and hold Seller harmless from all claims, liabilities and obligations relating thereto. 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, including end-of-year adjustmentsDelinquent Rents, if any, shall be similarly prorated between Seller and Buyer in the following manner: Not later than three (3) days prior to Closing, Seller shall deliver to Buyer, with regard to each Shopping Center tenant required to pay common area charges (“CAM Charges”) under its lease, a detailed computation showing all CAM Charge expenses incurred by Seller for the period from the beginning of each such tenant’s then current billing period for CAM Charges (e.g., calendar year, lease year, etc.) through the Closing Date, any CAM estimated payments or charges collected by Seller relating to such tenant (hereinafter “CAM Estimates”), and a xxxx for the tenant’s pro rata share of CAM Charges (i.e., for CAM charges through the Closing Date net of any such CAM Estimates held by Seller), together with all invoices and other evidence documenting such CAM Charges in detail required by such tenant’s lease. Buyer shall send any such bills to tenants promptly following Closing, in which event such tenant shall pay any amount shown due directly to Seller, and except as otherwise stated in Section 5.3.3 below Buyer shall have no responsibility to collect same. However, if any tenant rightfully refuses to pay such xxxx for CAM Charges due through the Closing Date, then Buyer shall resubmit such xxxx to any such tenant at the same time as Buyer next submits Buyer’s own xxxx to any such tenant; and any payment thereafter made by any such tenant on account of CAM Charges shall belong to and be forwarded within ten (10) days of its receipt to Seller until Seller’s xxxx is paid in full. Any CAM Estimates for any tenant shall be retained by Seller up to the amount of the pre-Closing CAM Charges payable by such tenant as evidenced by such bills and computations delivered by Seller at Closing, and Seller's share thereof shall be remitted to Seller promptly when, as and if received by Buyer; provided, however, nothing herein contained shall operate to require Buyer shall receive a credit for to institute any excess CAM Estimates lawsuit or other collection procedures to collect any Delinquent Rents. Amounts collected by Seller. 5.1.7 All prepaid rentals, other prepaid payments (other than monthly real estate tax or CAM estimates or installments), security deposits, electric, gas, sewer and water deposits deposited with Seller by tenants, (including any accrued interest required under any Space Lease on all of the foregoing, unless Seller is entitled to retain the benefit thereof) under any Space Leases, license agreements or concession agreements relating to the Property, shall all belong to Buyer and all shall be assigned and delivered to Buyer at Closing, whereupon Seller shall be released from all liability with respect thereto. At Seller’s option, Buyer shall receive a credit against the cash portion of the Purchase Price in the amount of all such security deposits, and Seller may thereupon retain the same. 5.1.8 Buyer shall not be responsible for any charges, salaries, vacation pay or fringe benefits of employees of Seller prior to or following the Closing and none of the foregoing shall be prorated. 5.2 All prorations and payments to be made under the foregoing provisions shall be made on the basis of a written statement or statements delivered to Buyer by Seller and approved by Buyer. In the event any prorations, apportionments or computation shall prove to be incorrect for any reason, then either party shall be entitled to an adjustment to correct the same, provided that it makes written demand on the one from who it is entitled to such adjustment within three hundred sixty-five (365) days after the erroneous payment or computation was made; this provision shall survive Closing. 5.3 All accounts receivable flowing from the Property shall be treated as follows: 5.3.1 In the event that there remains any unpaid base or minimum rent for a period prior to Closing, all payments of base or minimum rent and other charges due under any tenant Lease received from such tenant subsequent to Closing tenants owing Delinquent Rents shall be applied first to sums rent for the month in which the Closing occurs, then current rents owed Buyer before any part thereof (if any remaining) shall be paid by such tenant and finally to Seller on account of any delinquency owing as of Closing. In the event that there remains any unpaid tenant receivable other than base or minimum rent (including without limitation any tax, CAM, insurance or percentage rent payments) for any period prior to Closing, all payments received from any Delinquent Rents owed by such tenant in arrears (whether base or minimum rent or any other amount) shall be applied to any such sums owed Seller from such tenant before any part thereof shall be treated as belonging to Buyerthe inverse order in which the Delinquent Rents arose. 5.3.2 In the event that any tenant of Seller or Buyer shall hereafter apply or shall have heretofore applied for relief under the provisions of any bankruptcy or similar laws for the protection of debtors, the provisions of Section 5.3.1 shall not apply, and the parties shall have the right to seek collection of their respective accounts, their entitlements being determined by the Closing and the other provisions of this Agreement. Neither party shall have the right to enter into any transactions that purport to compromise claims belonging to the other, without the other party’s prior written consent. 5.3.3 If at the Closing Date any tenants owe Seller any money, Seller shall have the right, subsequent to the Closing for a period of one (1) year, to collect such sums directly from the tenants including bringing lawsuits against the tenants (at Seller’s sole expense) for such collection; provided, however, Seller agrees that any such legal action or collection shall not include any disturbance of the possession, use or occupancy of the tenants or any right to evict the tenants, whether pursuant to the lease provisions or otherwise. 5.4 The provisions of this Article 5 will survive Closing.

Adjustments and Prorations. 5.1 Seller shall be entitled to all income produced from the operation of the Property which is allocable to the period prior to the Closing Date and shall be responsible for all expenses allocable to that period; and Buyer shall be entitled to all income and responsible for far all expenses allocable to the period beginning at 12:01 A.M. on the Closing Date. At Closing, all items of income and expense with respect to the Property shall be prorated in accordance with the foregoing principles and the rules for the specific items set forth hereafter: 5.1.1 [Intentionally omittedSeller shall arrange for a billing under all those Service Contracts for which fees are based on usage and with utility companies for a billing for utilities, to include all utilities or service used up to the Closing Date, and Seller shall pay the resultant bills. In the event any of the Service Contracts set forth in Exhibit 3 cover periods beyond the Closing Date the same shall be prorated on a per diem basis.] 5.1.2 Real estate taxes, general, special and/or betterment assessments and personal property taxes shall be prorated for those taxes which are due and payable during the calendar or other fiscal tax year in which the Closing Date occurs (to the extent the tax bills for the calendar year in which Closing shall occur have not been issued as of Closing, then such proration shall involve a credit to Buyer for the daily rate of such taxes for the number of days of Seller’s ownership of the Property during such calendar year; to the extent Closing occurs after the applicable tax bills have been issued and have been paid, then such proration shall involve a credit to Seller for the daily rate of such taxes for the number of days of Buyer’s ownership of the Property during such calendar year)prorated. In the event that as of the Closing Date the actual tax bills for far the tax year or years in question are not available and the amount of taxes to be prorated as aforesaid cannot be ascertained, then rates, millages 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 parties to reflect the actual amount of such taxes. The parties acknowledge that, under its Lease, Wal-Mart is not obligated to reimburse the owner of the Property Wal-Mart’s pro rata share of such taxes but instead pay same directly to the taxing authority so the amount to be credited to Buyer hereunder shall be offset by the amount of taxes payable by Wal-Mart under its Lease. 5.1.3 Rentals and other payments (other than “"percentage rent” " and common area maintenance charges which are dealt with in Section 5.1.4 and Section 5.1.6) 5.1.6 which are payable pursuant to Space Leases shall be prorated on a per diem basis as and when collected (subject to the provisions of Section 5.3). Buyer shall not be obligated to make any payment or give any credit to Seller on account of or by reason of any rental or other payments which are unpaid as of the Closing Date, but shall be required to turn over Seller’s 's share of the same within ten (10i0) days if, as and when received by Buyer after the Closing, provided that the first sums received from any tenant after Closing shall applied to then current rental and other payment obligations of such tenant under its Space Lease, with any remainder being applied to any delinquency existing as of Closing; this provision shall survive Closing. 5.1.4 Percentage rent, ; if any, payable under each Space Lease shall be prorated with respect to the lease year thereunder in which Closing occurs on a per diem basis as and when collected. Any percentage rent collected by Buyer 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 Closing Date, or (ii) that portion of a lease year or accounting period of such tenant covering a period prior to the Closing Date where such lease year or accounting period begins prior to the Closing Date and ends thereafter shall in both cases be paid to Seller within ten (10) days of receipt by Buyer; and if any tenant’s 's Space Lease provides for offsets or deductions against percentage rent, then such offsets or deductions shall be prorated in the same manner as the percentage rent itself is prorated. This provision shall survive Closing. 5.1.5 Gas, water, electricity, heat, fuel, sewer and other utilities charges with respect to which Section 5.1.1 cannot be applied, and the governmental licenses, permits and inspection fees and operating expenses relating to the period up until Closing Shopping Center, shall be paid by Sellerprorated an a per diem basis. 5.1.6 Common Area Maintenance Charges, Real Estate Tax Reimbursements, and Similar Reimbursement of Expenses. To the extent tenants under Leases pay monthly estimates of common area maintenance charges, taxes and similar expenses and charges (collectively, "Charges") with an adjustment at end of the fiscal year in which the Closing of the sale occurs, they shall be proratedprorated in accordance with this Section 5.1.6. Until the adjustment described in this Section is made, all amounts received by Seller, as interim payments of Charges before the Closing shall be retained by Seller, except that all interim payments received by either party for the month in which the Closing occurs shall be prorated as between Seller and Buyer based upon the number of days in that month occurring before the Closing (Seller's allocable share) and on or after the Closing (Buyer's allocable share), and the party receiving the interim payment shall remit to (if received on or after the Closing) or credit (if received before the Closing) the other party its proportionate share. All amounts received by either Seller or Buyer as interim payments of Charges on or after the Closing shall be delivered to Buyer if received by Seller and retained by Buyer until the fiscal year-end adjustment and determination of Seller's allocable share thereof. Seller shall pay all bills relating to Charges received by the Closing date and shall pay over to Buyer the excess of its collections for such Charges for fiscal year 2006 over the amounts paid out. If the amounts paid out exceed Seller's collections from tenants, then Buyer shall reimburse Seller following a post-Closing annual reconciliation (Buyer to send bills out to tenants under the Leases within sixty (6Q) days following the end of the fiscal year), in which case such amounts, as and when paid by such tenants, shall be apportioned between Seller and Buyer based on the ratio of pre- and post-Closing Charges (taking into account any amounts previously collected by Seller). Each party shall have the right to inspect the other party's books and records related to the Property to confirm the calculations made by such party. Subject to Seller's reasonable review and approval, Buyer shall be responsible for preparing post-Closing fiscal year end xxxxxxxx for the tenants for actual Charges incurred during the fiscal year in which the Closing occurs (and Seller shall reasonably cooperate with Buyer in connection therewith) and shall provide Seller with satisfactory documentation supporting the calculations in such xxxxxxxx. Anything hereinto the contrary notwithstanding, Seller shall be responsible for preparing and sending fiscal year end xxxxxxxx for the tenants for actual Charges incurred during fiscal year 2005, and shall provide Buyer with satisfactory documentation supporting the calculations in such xxxxxxxx. Seller shall be entitled to invoice and collect and retain all common area expenses such payments from tenants due for 2005 (and charges incurred prior years) as aforesaid; provided Seller shall not have the right to commence any lawsuit or otherwise interfere with the use and occupancy rights of a Tenant in connection with any such collection efforts. Buyer covenants and agrees to seek to collect any such amounts owed by tenants, using in good faith such efforts as are consistent with Buyer's normal collection practices and processes and any amounts so collected shall be promptly remitted to Seller upon receipt by Buyer. In the event any of Seller's Tenants (including former lessees' of the Property) requests an audit, reimbursement, adjustment, or other action with respect to rent payments or operating expense reimbursement payments for any period prior to the Closing Date, then Seller shall (a) reasonably cooperate with Buyer, in connection with any such action, (b) make any payment due to such Seller's Tenant attributable to such audit or to any period prior to the Closing Date, and (c) defend, indemnify, and hold Buyer shall be responsible harmless, and reimburse Buyer for the same on all actual costs and subsequent to the Closing Date. 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, including end-of-year adjustments, if any, shall be prorated between Seller and Buyer in the following manner: Not later than three damages (3excluding punitive or consequential) days prior to Closing, Seller shall deliver to Buyer, with regard to each Shopping Center tenant required to pay common area charges (“CAM Charges”) under its lease, a detailed computation showing all CAM Charge expenses incurred by Seller for the period from the beginning of each such tenant’s then current billing period for CAM Charges (e.g., calendar year, lease year, etc.) through the Closing Daterelated to, any CAM estimated payments such action or charges collected by Seller relating to such tenant (hereinafter “CAM Estimates”), and a xxxx for the tenant’s pro rata share of CAM Charges (i.e., for CAM charges through the Closing Date net of any such CAM Estimates held by Seller), together with all invoices and other evidence documenting such CAM Charges in detail required by such tenant’s lease. Buyer shall send any such bills to tenants promptly following Closing, in which event such tenant shall pay any amount shown due directly to Seller, and except as otherwise stated in Section 5.3.3 below Buyer shall have no responsibility to collect same. However, if any tenant rightfully refuses to pay such xxxx for CAM Charges due through the Closing Date, then Buyer shall resubmit such xxxx to any such tenant at the same time as Buyer next submits Buyer’s own xxxx to any such tenant; and any payment thereafter made by any such tenant on account of CAM Charges shall belong to and be forwarded within ten (10) days of its receipt to Seller until Seller’s xxxx is paid in full. Any CAM Estimates for any tenant shall be retained by Seller up to the amount of the pre-Closing CAM Charges payable by such tenant as evidenced by such bills and computations delivered by Seller at Closing, and Buyer shall receive a credit for any excess CAM Estimates collected by Sellerrequest. 5.1.7 All prepaid rentals, credit balances, other prepaid payments (other payments(other than monthly real estate tax or CAM estimates or installments), security deposits, electric, gas, sewer and water deposits deposited with Seller by tenants, (including any accrued interest required under any Space Lease on all of the foregoing, unless Seller is entitled to retain the benefit thereof) under any Space Leases, license agreements or concession agreements relating to the Property, shall all belong to Buyer and all shall be assigned and delivered to Buyer at Closing, whereupon Seller shall be released from all liability with respect theretothereto to the extent so paid to Buyer. At Seller’s 's option, Buyer shall receive a cash credit against the cash portion of the Purchase Price in the amount of all such security depositsSecurity Deposits to be delivered to Buyer at Closing, and Seller may thereupon retain same. All of the sameforegoing shall be appropriately reflected on the Closing Statement. 5.1.8 Buyer shall not be responsible for any charges, salaries, vacation pay or fringe benefits of employees of Seller or Seller's insurance premiums prior to or following the Closing and none of the foregoing shall be prorated. 5.2 All prorations and payments to be made under the foregoing provisions shall be made on the basis of a written statement or statements delivered to Buyer by Seller and approved by Buyer. In the event any prorations, apportionments or computation shall prove to be incorrect for any reason, then either party shall be entitled to an adjustment to correct the same, provided that it makes written demand on the one from who it is entitled to such adjustment within three hundred sixty-five (365) days after the erroneous payment or computation was made; this provision shall survive Closing. 5.3 All accounts receivable flowing from the Property shall be treated as follows: 5.3.1 In If the event that there remains Closing shall occur before rents and all other amounts due and payable by the tenants under the Leases and all other income from the Property have actually been paid for the month in which the Closing occurs, the apportionment of such rents and other amounts and other income shall be upon the basis of amounts actually received by Seller. Subsequent to the Closing, if any such rents and other income are actually received by Buyer or Seller, all such amounts shall first be applied to current rents due and payable for the month of closing, second, to post closing rents due and payable, third, to past-due rents due and payable for pre-closing periods, and fourth, any balance shall be immediately paid by Buyer to Seller or Seller to Buyer, as applicable. Following Closing, except for any prior years expense reimbursements owed to Seller, which if received by Buyer and stated to be in reference to any such prior year expense reimbursement shall be promptly remitted to Seller, Buyer shall have the exclusive right to collect any unpaid base rents or minimum rent for a other amounts relating to the period prior to Closing, all payments of base or minimum rent the Closing and Buyer shall make a good faith effort consistent with Buyer's normal collection practices and processes to collect any such rents and other charges due under amounts and other income not apportioned at the Closing for the benefit of Seller, however, Buyer shall not be required to expend any tenant Lease received from such tenant subsequent to Closing funds or institute any litigation in its collection efforts. Any amounts so collected shall be applied first to sums owed Buyer before any part thereof (if any remaining) shall be paid promptly remitted to Seller on account of any delinquency owing as of Closing. In the event that there remains any unpaid tenant receivable other than base or minimum rent (including without limitation any tax, CAM, insurance or percentage rent payments) for any period prior to Closing, all payments received from any tenant in arrears (whether base or minimum rent or any other amount) shall be applied to any such sums owed Seller from such tenant before any part thereof shall be treated as belonging to upon receipt by Buyer. 5.3.2 In the event that any tenant of Seller or Buyer at the Real Estate shall hereafter apply or shall have heretofore applied for relief under the provisions of any bankruptcy or similar laws for the protection of debtors, the provisions of Section 5.3.1 shall not apply, and the parties shall have the right to seek collection of their respective accounts, their entitlements being determined by the Closing and the other provisions of this Agreement. Neither party shall have the right to enter into any transactions that purport to compromise claims belonging to the other, without the other party’s 's prior written consent. 5.3.3 If at 5.4 Seller shall be responsible for all interest on the Note attributable to the period up to and including the day before Closing, and Buyer shall be responsible for all interest attributable to periods from and after the Closing Date any tenants owe Seller any money, Date. Seller shall have receive a credit for any escrow balances under the right, subsequent Assumed Loan transferred to the Closing for a period of one (1) year, to collect such sums directly from the tenants including bringing lawsuits against the tenants (at Seller’s sole expense) for such collection; provided, however, Seller agrees that any such legal action or collection shall not include any disturbance of the possession, use or occupancy of the tenants or any right to evict the tenants, whether pursuant to the lease provisions or otherwiseBuyer. 5.4 The provisions of this Article 5 will survive Closing.

Adjustments and Prorations. 5.1 Seller shall be entitled to all income produced (a) All revenues arising from the operation of the Property which is Business earned or accrued up until midnight on the day prior to the Closing Date, and all expenses, costs and liabilities, arising therefrom incurred, accrued or payable up until such time including, without limitation, business, license, utility charges, real and personal property taxes and assessments levied against the Assets, property and equipment rentals, applicable copyright or other fees, sales and service charges, taxes, wages, salaries, vacation and sick pay shall be prorated between Buyer and Seller in accordance with the principle that (i) Sellers shall receive all revenues, refunds and deposits of any Seller held by third parties (except to the extent such items are included in the Assets), and shall be responsible for all expenses, costs and liabilities incurred, payable or allocable to the conduct of the Business for the period prior to the Closing Date and (ii) Buyer shall receive all revenues earned or accrued, and shall be responsible for all expenses allocable to that period; expenses, costs and Buyer shall be entitled to all income and responsible for all expenses liabilities incurred, payable or allocable to the conduct of the Business for the period beginning at 12:01 A.M. commencing on and continuing after the Closing Date. (b) Adjustments or prorations pursuant to this Section 2.5 will, insofar as feasible, be determined and paid on the Closing Date. At Closing, all items of income and expense with respect to the Property shall be prorated in accordance with the foregoing principles and the rules for the specific items set forth hereafter: 5.1.1 [Intentionally omitted.] 5.1.2 Real estate taxes, general, special and/or betterment assessments and personal property taxes shall be prorated for those taxes which are due and payable during the calendar or other fiscal tax year in which the Closing Date occurs (to the extent the tax bills for the calendar year in which Closing shall occur have not been issued as of Closing, then such proration shall involve a credit based upon Sellers’ calculation delivered to Buyer for the daily rate of such taxes for the number of days of Seller’s ownership of the Property during such calendar year; to the extent Closing occurs after the applicable tax bills have been issued and have been paid, then such proration shall involve a credit to Seller for the daily rate of such taxes for the number of days of Buyer’s ownership of the Property during such calendar year). In the event that as of the Closing Date the actual tax bills for the tax year or years in question are not available and the amount of taxes to be prorated as aforesaid cannot be ascertained, then rates, millages 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 parties to reflect the actual amount of such taxes. The parties acknowledge that, under its Lease, Wal-Mart is not obligated to reimburse the owner of the Property Wal-Mart’s pro rata share of such taxes but instead pay same directly to the taxing authority so the amount to be credited to Buyer hereunder shall be offset by the amount of taxes payable by Wal-Mart under its Lease. 5.1.3 Rentals and other payments five (other than “percentage rent” and common area maintenance charges which are dealt with in Section 5.1.4 and Section 5.1.6) which are payable pursuant to Space Leases shall be prorated on a per diem basis as and when collected (subject to the provisions of Section 5.3). Buyer shall not be obligated to make any payment or give any credit to Seller on account of or by reason of any rental or other payments which are unpaid as of the Closing Date, but shall be required to turn over Seller’s share of the same within ten (105) days if, as and when received by Buyer after the Closing, provided that the first sums received from any tenant after Closing shall applied to then current rental and other payment obligations of such tenant under its Space Lease, with any remainder being applied to any delinquency existing as of Closing; this provision shall survive Closing. 5.1.4 Percentage rent, if any, payable under each Space Lease shall be prorated with respect to the lease year thereunder in which Closing occurs on a per diem basis as and when collected. Any percentage rent collected by Buyer 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 Closing Date, or (ii) that portion of a lease year or accounting period of such tenant covering a period prior to the Closing Date where such lease year or accounting period begins prior to the Closing Date and ends thereafter approved by Buyer, with final settlement and payment by the appropriate party occurring no later than thirty (30) days after the Closing Date. The determination of the amount of adjustment under Section 2.5 shall be made in both cases be paid accordance with generally accepted accounting principles, consistently applied. Within thirty (30) days after the Closing Date, Buyer shall submit its determination of any adjustments to Sellers for approval. If Sellers disagree with the determination made by Buyer of the adjustment, Seller within shall give prompt written notice thereof, but in no event later than ten (10) days after receipt of receipt by Buyer; such determination, specifying in reasonable detail the nature and if any tenant’s Space Lease provides for offsets or deductions against percentage rent, then extent of such offsets or deductions shall be prorated in the same manner as the percentage rent itself is prorated. This provision shall survive Closing. 5.1.5 Gas, water, electricity, heat, fuel, sewer and other utilities charges with respect to the period up until Closing shall be paid by Seller. 5.1.6 Common area maintenance expenses and charges shall be prorated. Seller shall be responsible for all common area expenses and charges incurred prior to the Closing Datedisagreement, and Buyer shall be responsible for the same on and subsequent to the Closing Date. 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, including end-of-year adjustments, if any, shall be prorated between Seller and Buyer in the following manner: Not later than three (3) days prior to Closing, Seller shall deliver to Buyer, with regard to each Shopping Center tenant required to pay common area charges (“CAM Charges”) under its lease, a detailed computation showing all CAM Charge expenses incurred by Seller for the period from the beginning of each such tenant’s then current billing period for CAM Charges (e.g., calendar year, lease year, etc.) through the Closing Date, any CAM estimated payments or charges collected by Seller relating to such tenant (hereinafter “CAM Estimates”), and a xxxx for the tenant’s pro rata share of CAM Charges (i.e., for CAM charges through the Closing Date net of any such CAM Estimates held by Seller), together with all invoices and other evidence documenting such CAM Charges in detail required by such tenant’s lease. Buyer shall send any such bills to tenants promptly following Closing, in which event such tenant shall pay any amount shown due directly to Seller, and except as otherwise stated in Section 5.3.3 below Buyer Sellers shall have no responsibility to collect same. However, if any tenant rightfully refuses to pay such xxxx for CAM Charges due through the Closing Date, then Buyer shall resubmit such xxxx to any such tenant at the same time as Buyer next submits Buyer’s own xxxx to any such tenant; and any payment thereafter made by any such tenant on account a period of CAM Charges shall belong to and be forwarded within ten (10) days in which to resolve such disagreement. If the parties are unable to resolve such disagreement within such 10-day period, the matter shall be submitted to the New York City office of Deloitte & Touche, an independent certified public accounting firm, which accounting firm shall be directed to submit a final resolution within thirty (30) days. Such accounting firm's determination shall be binding on Buyer and Sellers. Each party shall bear the fees and expenses of its receipt own representatives, including its independent accountants, if any, and shall share equally the fees and expenses of any firm selected to Seller until Seller’s xxxx is paid resolve any disagreement between the parties. Within ten (10) business days following a final determination hereunder, the party obligated to make payment will make the payments determined to be due and owing in fullaccordance with this Section 2.5. Any CAM Estimates for any tenant shall be retained by Seller up to the amount This obligations of the pre-Closing CAM Charges payable by such tenant as evidenced by such bills and computations delivered by Seller at Closing, and Buyer shall receive a credit for any excess CAM Estimates collected by Seller. 5.1.7 All prepaid rentals, other prepaid payments (other than monthly real estate tax or CAM estimates or installments), security deposits, electric, gas, sewer and water deposits deposited with Seller by tenants, (including any accrued interest required parties under any Space Lease on all of the foregoing, unless Seller is entitled to retain the benefit thereof) under any Space Leases, license agreements or concession agreements relating to the Property, shall all belong to Buyer and all shall be assigned and delivered to Buyer at Closing, whereupon Seller shall be released from all liability with respect thereto. At Seller’s option, Buyer shall receive a credit against the cash portion of the Purchase Price in the amount of all such security deposits, and Seller may thereupon retain the same. 5.1.8 Buyer shall not be responsible for any charges, salaries, vacation pay or fringe benefits of employees of Seller prior to or following the Closing and none of the foregoing shall be prorated. 5.2 All prorations and payments to be made under the foregoing provisions shall be made on the basis of a written statement or statements delivered to Buyer by Seller and approved by Buyer. In the event any prorations, apportionments or computation shall prove to be incorrect for any reason, then either party shall be entitled to an adjustment to correct the same, provided that it makes written demand on the one from who it is entitled to such adjustment within three hundred sixty-five (365) days after the erroneous payment or computation was made; this provision Section 2.5 shall survive the Closing. 5.3 All accounts receivable flowing from the Property shall be treated as follows: 5.3.1 In the event that there remains any unpaid base or minimum rent for a period prior to Closing, all payments of base or minimum rent and other charges due under any tenant Lease received from such tenant subsequent to Closing shall be applied first to sums owed Buyer before any part thereof (if any remaining) shall be paid to Seller on account of any delinquency owing as of Closing. In the event that there remains any unpaid tenant receivable other than base or minimum rent (including without limitation any tax, CAM, insurance or percentage rent payments) for any period prior to Closing, all payments received from any tenant in arrears (whether base or minimum rent or any other amount) shall be applied to any such sums owed Seller from such tenant before any part thereof shall be treated as belonging to Buyer. 5.3.2 In the event that any tenant of Seller or Buyer shall hereafter apply or shall have heretofore applied for relief under the provisions of any bankruptcy or similar laws for the protection of debtors, the provisions of Section 5.3.1 shall not apply, and the parties shall have the right to seek collection of their respective accounts, their entitlements being determined by the Closing and the other provisions of this Agreement. Neither party shall have the right to enter into any transactions that purport to compromise claims belonging to the other, without the other party’s prior written consent. 5.3.3 If at the Closing Date any tenants owe Seller any money, Seller shall have the right, subsequent to the Closing for a period of one (1) year, to collect such sums directly from the tenants including bringing lawsuits against the tenants (at Seller’s sole expense) for such collection; provided, however, Seller agrees that any such legal action or collection shall not include any disturbance of the possession, use or occupancy of the tenants or any right to evict the tenants, whether pursuant to the lease provisions or otherwise. 5.4 The provisions of this Article 5 will survive Closing.

Adjustments and Prorations. 5.1 Seller shall be entitled pay (i) the fees of any counsel representing it in connection with this transaction, and (ii) one-half (1/2) of any escrow fee charged by the Title Company to hold the Xxxxxxx Money. Buyer shall pay all income produced from other closing costs, including, without limitation (i) any and all state and county transfer taxes, deed recording fees, documentary stamp taxes, property owners’ association transfer/resale assessments and other taxes and fees imposed on account of the operation recordation of the Deed and/or the transfer of the Property, (ii) the fees of any counsel representing Buyer in connection with this transaction, (iii) one-half (1/2) of any escrow fees charged by the Title Company, (iv) recording fees, (v) the premium for the Title Policy and Title Commitment costs, (vi) the cost of Buyer’s inspections of the Property which is allocable and (vii) any costs associated with the Survey. Except as otherwise provided in the Agreement, all other costs and expenses incident to this transaction and the period prior to the Closing Date and closing thereof shall be responsible paid by the party incurring such costs. Except for all expenses allocable to that period; and Buyer shall be entitled to all income and responsible for all expenses allocable to the period beginning at 12:01 A.M. on the Closing Date. At Closing, all items of income and expense with respect to the Property shall be prorated assessments charged by a property owners’ association in accordance connection with the foregoing principles and transfer/sale of the rules for the specific items set forth hereafter: 5.1.1 [Intentionally omitted.] 5.1.2 Real estate taxesProperty, if any, which are to be paid by Xxxxx, general, special and/or betterment assessments and special, ad valorem, personal property and other property taxes shall and assessments imposed by any governmental authority and any association assessments, fees and dues (collectively, the “Taxes”) for the then-current calendar year should be prorated for those taxes which are due and payable during the calendar or other fiscal tax year in which prorated. If the Closing Date occurs (prior to the extent receipt by Seller of all tax bills for the calendar year, Buyer and Seller shall prorate Taxes for such calendar year based on the previous year and a post-closing “true-up” shall take place once all tax bills for the calendar year are received. Buyer shall pay all increases in which Closing shall occur have not been issued as of Closing, then such proration shall involve a credit Taxes due to Buyer for the daily rate of such taxes for the number of days of Seller’s change in ownership or use of the Property during such calendar year; to and the extent Closing occurs after the applicable tax same shall not be prorated. All utility bills have been issued and have been paid, then such proration shall involve a credit to Seller for the daily rate of such taxes for the number of days of Buyer’s ownership of the Property during such calendar year)shall be prorated. In the event that as of the Closing Date the actual tax Seller has not received utility bills for the tax year or years in question are not available and the amount of taxes to be prorated as aforesaid cannot be ascertained, then rates, millages 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 parties to reflect the actual amount of such taxes. The parties acknowledge that, under its Lease, Wal-Mart is not obligated to reimburse the owner of the Property Wal-Mart’s pro rata share of such taxes but instead pay same directly to the taxing authority so the amount to be credited to Buyer hereunder shall be offset by the amount of taxes payable by Wal-Mart under its Lease. 5.1.3 Rentals and other payments (other than “percentage rent” and common area maintenance charges which are dealt with in Section 5.1.4 and Section 5.1.6) which are payable pursuant to Space Leases shall be prorated on a per diem basis as and when collected (subject to the provisions of Section 5.3). Buyer shall not be obligated to make any payment or give any credit to Seller on account of or by reason of any rental or other payments which are unpaid as of the Closing Date, but shall be required to turn over Seller’s share of the same within ten (10) days if, as and when received by Buyer after the Closing, provided that the first sums received from any tenant after Closing shall applied to then current rental and other payment obligations of such tenant under its Space Lease, with any remainder being applied to any delinquency existing as of Closing; this provision shall survive Closing. 5.1.4 Percentage rent, if any, payable under each Space Lease shall be prorated with respect to the lease year thereunder in which Closing occurs on a per diem basis as and when collected. Any percentage rent collected by Buyer 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 Closing Date, or (ii) that portion of a lease year or accounting period of such tenant covering a period prior to the Closing Date where such lease year or accounting period begins prior to the Closing Date and ends thereafter shall in both cases be paid to Seller within ten (10) days of receipt by Buyer; and if any tenant’s Space Lease provides for offsets or deductions against percentage rent, then such offsets or deductions shall be prorated in the same manner as the percentage rent itself is prorated. This provision shall survive Closing. 5.1.5 Gas, water, electricity, heat, fuel, sewer and other utilities charges with respect to the period up until Closing shall be paid by Seller. 5.1.6 Common area maintenance expenses and charges shall be prorated. Seller shall be responsible for all common area expenses and charges incurred prior to the Closing Date, and Buyer shall be responsible for the same on and subsequent to the Closing Date. 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, including end-of-year adjustments, if any, shall be prorated between Seller and Buyer in the following manner: Not later than three (3) days prior to Closing, Seller shall deliver to Buyer, with regard to each Shopping Center tenant required to pay common area charges (“CAM Charges”) under its lease, a detailed computation showing all CAM Charge expenses incurred by Seller for the period from the beginning of each such tenant’s then current billing period for CAM Charges (e.g., calendar year, lease year, etc.) through the Closing Date, any CAM estimated payments or charges collected by Seller relating to such tenant (hereinafter “CAM Estimates”), utilities shall be prorated based on the most recent bills and a xxxx for post-closing “true-up” shall take place within ninety (90) days after the tenant’s pro rata share of CAM Charges (i.e., for CAM charges through the Closing Date net of any such CAM Estimates held by Seller), together with all invoices and other evidence documenting such CAM Charges in detail required by such tenant’s leaseClosing. Buyer shall send any such bills to tenants promptly following Closing, in which event such tenant shall pay any amount shown due directly to Seller, and except as otherwise stated in Section 5.3.3 below Buyer shall have no responsibility to collect same. However, if any tenant rightfully refuses to pay such xxxx for CAM Charges due through the Closing Date, then Buyer shall resubmit such xxxx to any such tenant at the same time as Buyer next submits Buyer’s own xxxx to any such tenant; and any payment thereafter made by any such tenant on account of CAM Charges shall belong to and be forwarded within ten (10) days of its receipt to Seller until all utility deposits paid by Seller with respect to the Property REPRESENTATIONS AND WARRANTIES: Seller shall only make representations regarding Seller’s xxxx is paid in fullauthority to enter into the Agreement and Seller’s knowledge of environmental issues and pending claims and violations. Any CAM Estimates Except for any tenant shall be retained such representations and warranties by Seller up and the limited warranty contained in the deed to the amount of the pre-Closing CAM Charges payable by such tenant as evidenced by such bills and computations delivered be provided by Seller at Closing, Buyer will take the Property at Closing on an “As- Is” and Buyer shall receive a credit for “Where Is” basis without representation, covenant, or warranty of any excess CAM Estimates collected kind (whether express, implied, or, to the maximum extent permitted by applicable law, statutory) by Seller. 5.1.7 All prepaid rentals, other prepaid payments (other than monthly real estate tax or CAM estimates or installments), security deposits, electric, gas, sewer and water deposits deposited with Seller by tenants, (including any accrued interest required under any Space Lease on all of the foregoing, unless Seller is entitled to retain the benefit thereof) under any Space Leases, license agreements or concession agreements relating to the Property, shall all belong to Buyer and all shall be assigned and delivered to Buyer at Closing, whereupon Seller shall be released from all liability with respect thereto. At Seller’s option, Buyer shall receive a credit against the cash portion of the Purchase Price in the amount of all such security deposits, and Seller may thereupon retain the same. 5.1.8 Buyer shall not be responsible for any charges, salaries, vacation pay or fringe benefits of employees of Seller prior to or following the Closing and none of the foregoing shall be prorated. 5.2 All prorations and payments to be made under the foregoing provisions shall be made on the basis of a written statement or statements delivered to Buyer by Seller and approved by Buyer. In the event any prorations, apportionments or computation shall prove to be incorrect for any reason, then either party shall be entitled to an adjustment to correct the same, provided that it makes written demand on the one from who it is entitled to such adjustment within three hundred sixty-five (365) days after the erroneous payment or computation was made; this provision shall survive Closing. 5.3 All accounts receivable flowing from the Property shall be treated as follows: 5.3.1 In the event that there remains any unpaid base or minimum rent for a period prior to Closing, all payments of base or minimum rent and other charges due under any tenant Lease received from such tenant subsequent to Closing shall be applied first to sums owed Buyer before any part thereof (if any remaining) shall be paid to Seller on account of any delinquency owing as of Closing. In the event that there remains any unpaid tenant receivable other than base or minimum rent (including without limitation any tax, CAM, insurance or percentage rent payments) for any period prior to Closing, all payments received from any tenant in arrears (whether base or minimum rent or any other amount) shall be applied to any such sums owed Seller from such tenant before any part thereof shall be treated as belonging to Buyer. 5.3.2 In the event that any tenant of Seller or Buyer shall hereafter apply or shall have heretofore applied for relief under the provisions of any bankruptcy or similar laws for the protection of debtors, the provisions of Section 5.3.1 shall not apply, and the parties shall have the right to seek collection of their respective accounts, their entitlements being determined by the Closing and the other provisions of this Agreement. Neither party shall have the right to enter into any transactions that purport to compromise claims belonging to the other, without the other party’s prior written consent. 5.3.3 If at the Closing Date any tenants owe Seller any money, Seller shall have the right, subsequent to the Closing for a period of one (1) year, to collect such sums directly from the tenants including bringing lawsuits against the tenants (at Seller’s sole expense) for such collection; provided, however, Seller agrees that any such legal action or collection shall not include any disturbance of the possession, use or occupancy of the tenants or any right to evict the tenants, whether pursuant to the lease provisions or otherwise. 5.4 The provisions of this Article 5 will survive Closing.

Adjustments and Prorations. 5.1 Seller (a) The Purchase Price shall be entitled subject to adjustment as specified in this Section 2.06: (i) Real estate Taxes, assessments and other levies and charges based on the value of real property (whether incurred directly or by Contract) (collectively, “Real Property Taxes”) and all other Non-Income Taxes with respect to all income produced Facilities directly or indirectly transferred to Purchaser at the Closing (“Transferred Facilities”) for the then current Tax Period, including any installment of Real Property Taxes or other Non-Income Taxes for the then current Tax Period not yet due and payable, shall be prorated at Closing using the calculations in Section 9.08(c)(i). If the Closing occurs prior to receipt of the tax xxxx(s) for Real Property Taxes for the Tax Period in which the Closing occurs, or for any prior Tax Period, Purchaser and the Sellers shall prorate the Real Property Taxes for such Tax Period or Periods based upon 105% of the amount set forth on the Real Property Tax Certificate. If the Closing occurs prior to receipt of the tax xxxx(s) for any other Non-Income Taxes (other than sales Taxes) for the Tax Period in which the Closing occurs, or for any prior Tax Period, then Purchaser and Sellers shall prorate such Non-Income Taxes based upon 100% of the amount set forth on the Non-Income Tax Certificate. Sales Taxes shall be prorated based upon the latest sales Tax Returns with respect to the Transferred Facilities that are filed by Sellers prior to the determination of the Final Adjustment Amount. There shall be no re-proration of such Real Property Taxes or other Non-Income Taxes upon the issuance of tax bills for the tax fiscal year in which the Closing occurs that are received after the determination of the Final Adjustment Amount. Neither the Sellers, on the one hand, nor Purchaser, on the other hand, shall have any further Liability to each other for such current Tax period Real Property Taxes or other Non-Income Taxes after payment of the Final Adjustment Amount, except as set forth in Section 7.03. (ii) The amount of rent and other charges payable under Real Property Leases for Transferred Facilities as of the Closing Date shall be prorated on the basis of the amount owed by the Company pursuant to the Real Property Leases applicable to the Transferred Facilities at such time, according to the ratio of (i) the number of days from the operation first date prior to the Closing upon which a rental payment was due under the applicable Real Property Lease through the day before the Closing Date, to (ii) the number of days from and including the Closing Date to the next succeeding date upon which a rental payment is due under the applicable Real Property Lease. (iii) The amount of premiums payable under any insurance policies or binders of insurance (including general liability insurance, property insurance and workers’ compensation insurance) issued in favor of any of the Property which is allocable Sellers and the Company as of the Closing Date (collectively, “Insurance Policies”) and covering any Transferred Facilities shall be prorated on the basis of the amount owed by the Company pursuant to such Insurance Policies at such time, according to the ratio of (i) the number of days from the first date prior to the Closing upon which a premium payment was due under the applicable Insurance Policy to the Closing Date, to (ii) the number of days from the Closing Date to the next succeeding date upon which an insurance payment is due under the applicable Insurance Policy, as adjusted in the event that the period between payments under such Insurance Policy does not match the period of coverage provided by such payment. (iv) The Sellers shall receive credits equal to the amounts of: (A) all deposits of cash or cash equivalents made with respect to any Transferred Facility as of the Closing Date as security under any Contract, utility, public service or other arrangement to the extent the same remains on deposit for the benefit of the Company; (B) all prepaid expenses as of the Closing Date attributed to the businesses, activities and operations of the Business applicable to the Transferred Facilities, including such portion of prepaid expenses under Contracts (including amounts in escrow for Real Property Taxes and any other expenses under Real Property Leases), advertising expenses, trade association dues and trade subscriptions, and fees for permits, licenses, variances, authorizations, exemptions, orders, registrations and approvals of all Governmental Authorities that are required; and (C) all funds expended by any Bally Entity to the extent not reimbursed by insurance proceeds prior to the Closing Date to repair fire damage at the Facility located at 000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000. (v) Purchaser shall receive credits equal to: (A) the amount of any refunds actually remitted by the Company following the Closing to the extent such refunds are (x) for membership fees and dues under Membership Contracts entered into prior to the Closing Date and shall (y) required by applicable Law to be responsible for given within three or seven Business Days, as the case may be, of execution of the applicable Membership Contract; (B) the amount, if any, by which $275,000 exceeds the value of all expenses allocable to that period; and Buyer shall be entitled to all income and responsible for all expenses allocable to Inventory of the period beginning at 12:01 A.M. on Business as of the Closing Date. At ClosingDate (treating Deferred Facilities as part of the Business for this purpose), all items as set forth in the books and records of income the Business Owners maintained and expense with respect to used in the Property shall be prorated operation of the Business; (C) the amount, if any, by which the liability of the Business for Paid-In-Full Membership Contracts and prepaid Financed Membership Contracts as of the Closing Date (treating Deferred Facilities as part of the Business for this purpose), as determined in accordance with the foregoing principles and the rules for the specific items methodologies set forth hereafter:on Exhibit 2.06(a)(v)(C) and based on the books and records of the Business Owners maintained and used in the operation of the Business, exceeds $11,256,718; and 5.1.1 [Intentionally omitted(D) the amount, if any, of cash operating expenses that are the sole responsibility of the Sellers, individually or collectively, which (x) relate to the Business, (y) are not paid within 90 days after Closing and (z) are paid by Purchaser.] 5.1.2 Real estate taxes(b) The Sellers shall prepare and deliver to Purchaser, generalwithin 3 Business Days prior to the Closing, special and/or betterment assessments a reasonably detailed schedule of tentative prorations and personal property taxes shall be prorated for those taxes which are due adjustments described in the preceding Section 2.06(a). Such estimated prorations and payable during the calendar or other fiscal tax year in which the Closing Date occurs (adjustments, if and to the extent the tax bills for the calendar year in which Closing shall occur have not been issued known and agreed upon as of the Closing, then such proration shall involve be paid by Purchaser to the Sellers (if the prorations result in a net credit to Buyer for the daily rate Sellers) or by the Sellers to Purchaser (if the prorations result in a net credit to Purchaser) by increasing or reducing the cash to be paid by Purchaser at the Closing (the “Preliminary Adjustment Payment”). (c) Subject to the last sentence of such taxes for Section 2.06(a)(i), after the number of days of Seller’s ownership Closing Date, the Sellers and Purchaser shall work together to determine the actual amount of the Property during such calendar year; to prorations and adjustments (the extent Closing occurs after the applicable tax bills have been issued and have been paid, then such proration shall involve a credit to Seller for the daily rate of such taxes for the number of days of Buyer’s ownership of the Property during such calendar year“Initial Determination”). In the event that as of the Sellers and Purchaser are unable to agree upon an Initial Determination, then Purchaser shall have 120 days after the Closing Date to deliver to the actual tax bills for Sellers a written determination (the tax year or years in question are not available and the amount “Determination”) of taxes to be prorated as aforesaid cannot be ascertained, then rates, millages 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 the prorations and adjustments including the basis for such Determination set forth in reasonable detail, expressed in United States dollars. (d) Upon receipt of the year or years in question Determination, the Sellers shall be determinable, have 30 days (the “Review Period”) to review such taxes will be re-prorated between Determination and the parties to reflect the actual amount related computation of such taxesprorated and adjusted amounts. The parties acknowledge that, under its Lease, Wal-Mart is not obligated to reimburse In connection with the owner Sellers’ review of the Property Wal-Mart’s pro rata share of such taxes but instead pay same directly Determination, Purchaser shall give, and shall cause the Company to give, to the taxing authority so Sellers and their respective Representatives full access at all reasonable times on reasonable notice to the amount to be credited to Buyer hereunder shall be offset by the amount of taxes payable by Wal-Mart under its Lease. 5.1.3 Rentals books, records and other payments (other than “percentage rent” and common area maintenance charges which are dealt with in Section 5.1.4 and Section 5.1.6) which are payable pursuant to Space Leases shall be prorated on a per diem basis as and when collected (subject to the provisions of Section 5.3). Buyer shall not be obligated to make any payment or give any credit to Seller on account of or by reason of any rental or other payments which are unpaid as materials of the Closing DateCompany and the personnel of, but shall be required to turn over Seller’s share and work papers prepared by or for Purchaser, the Company or its accountants used, participating or involved in the calculation of the same within ten Determination. If the Sellers have accepted such Determination in writing or have not given written notice to Purchaser setting forth in reasonable detail any objection of the Sellers to such Determination (10a “Statement of Objections”) days if, as and when received by Buyer after the Closing, provided that the first sums received from any tenant after Closing shall applied to then current rental and other payment obligations of such tenant under its Space Lease, with any remainder being applied to any delinquency existing as of Closing; this provision shall survive Closing. 5.1.4 Percentage rent, if any, payable under each Space Lease shall be prorated with respect to the lease year thereunder in which Closing occurs on a per diem basis as and when collected. Any percentage rent collected by Buyer 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 Closing Date, or (ii) that portion expiration of a lease year or accounting period of such tenant covering a period prior to the Closing Date where such lease year or accounting period begins prior to the Closing Date and ends thereafter shall in both cases be paid to Seller within ten (10) days of receipt by Buyer; and if any tenant’s Space Lease provides for offsets or deductions against percentage rentReview Period, then such offsets or deductions Determination shall be prorated in final and binding upon the same manner as parties (the percentage rent itself is prorated. This provision shall survive Closing. 5.1.5 Gas, water, electricity, heat, fuel, sewer and other utilities charges with respect to the period up until Closing shall be paid by Seller. 5.1.6 Common area maintenance expenses and charges shall be prorated. Seller shall be responsible for all common area expenses and charges incurred prior to the Closing Date, and Buyer shall be responsible for the same on and subsequent to the Closing Date. 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, including end-of-year adjustments, if any, shall be prorated between Seller and Buyer in the following manner: Not later than three (3) days prior to Closing, Seller shall deliver to Buyer, with regard to each Shopping Center tenant required to pay common area charges (“CAM Charges”) under its lease, a detailed computation showing all CAM Charge expenses incurred by Seller for the period from the beginning of each such tenant’s then current billing period for CAM Charges (e.g., calendar year, lease year, etc.) through the Closing Date, any CAM estimated payments or charges collected by Seller relating to such tenant (hereinafter “CAM EstimatesFinal Adjustment Amount”), and a xxxx for the tenant’s pro rata share of CAM Charges (i.e., for CAM charges through the Closing Date net of any such CAM Estimates held by Seller), together with all invoices and other evidence documenting such CAM Charges in detail required by such tenant’s lease. Buyer shall send any such bills to tenants promptly following Closing, in which event such tenant shall pay any amount shown due directly to Seller, and except as otherwise stated in Section 5.3.3 below Buyer shall have no responsibility to collect same. However, if any tenant rightfully refuses to pay such xxxx for CAM Charges due through the Closing Date, then Buyer shall resubmit such xxxx to any such tenant at the same time as Buyer next submits Buyer’s own xxxx to any such tenant; and any payment thereafter made by any such tenant on account of CAM Charges shall belong to and be forwarded within ten (10) days of its receipt to Seller until Seller’s xxxx is paid in full. Any CAM Estimates for any tenant shall be retained by Seller up to the amount of the pre-Closing CAM Charges payable by such tenant as evidenced by such bills and computations delivered by Seller at Closing, and Buyer shall receive a credit for any excess CAM Estimates collected by Seller. 5.1.7 All prepaid rentals, other prepaid payments (other than monthly real estate tax or CAM estimates or installments), security deposits, electric, gas, sewer and water deposits deposited with Seller by tenants, (including any accrued interest required under any Space Lease on all of the foregoing, unless Seller is entitled to retain the benefit thereof) under any Space Leases, license agreements or concession agreements relating to the Property, shall all belong to Buyer and all shall be assigned and delivered to Buyer at Closing, whereupon Seller shall be released from all liability with respect thereto. At Seller’s option, Buyer shall receive a credit against the cash portion of the Purchase Price in the amount of all such security deposits, and Seller may thereupon retain the same. 5.1.8 Buyer shall not be responsible for any charges, salaries, vacation pay or fringe benefits of employees of Seller prior to or following the Closing and none of the foregoing shall be prorated. 5.2 All prorations and payments to be made under the foregoing provisions shall be made on the basis of a written statement or statements delivered to Buyer by Seller and approved by Buyer. In the event any prorations, apportionments or computation shall prove to be incorrect for any reason, then either party shall be entitled to an adjustment to correct the same, provided that it makes written demand on the one from who it is entitled to such adjustment within three hundred sixty-five (365) days after the erroneous payment or computation was made; this provision shall survive Closing. 5.3 All accounts receivable flowing from the Property shall be treated as follows: 5.3.1 In the event that there remains any unpaid base or minimum rent for a period prior to Closing, all payments of base or minimum rent and other charges due under any tenant Lease received from such tenant subsequent to Closing shall be applied first to sums owed Buyer before any part thereof (if any remaining) shall be paid to Seller on account of any delinquency owing as of Closing. In the event that there remains the Sellers deliver a Statement of Objections during the Review Period, Purchaser and the Sellers shall use their commercially reasonable efforts to agree on the actual amount of the pro rations within 30 days following the receipt by Purchaser of the Statement of Objections. If the Parties are unable to reach an agreement as to such amounts within such 30 day period, then the matter shall be submitted to Deloitte & Touche LLP, or if Deloitte & Touche LLP is unwilling or unable to serve in such capacity, to such other accounting firm as shall be mutually agreed upon by the Parties (such accountant, the “Settlement Accountant”), who, acting as an expert and not as an arbitrator, shall resolve the matters still in dispute and adjust the Determination to reflect such resolution and establish the Final Adjustment Amount. The Settlement Accountant shall make such determination within 45 days following the submission of the matter to the Settlement Accountant for resolution, and such determination shall be final and binding upon Purchaser and the Sellers. (e) In the event any unpaid tenant receivable other than base or minimum rent dispute is submitted to the Settlement Accountant for resolution as provided in Section 2.06(d), the fees, charges and expenses of the Settlement Accountant (including without limitation any taxcollectively, CAM, insurance or percentage rent payments) for any period prior to Closing, all payments received from any tenant in arrears (whether base or minimum rent or any other amountthe “Settlement Accountant’s Expenses”) shall be applied to any such sums owed Seller from such tenant before any part thereof borne by the Parties in the following manner: (i) if the Settlement Accountant determines that the amount set forth in the Statement of Objections delivered by the Sellers is correct, then all of the Settlement Accountant’s Expenses shall be treated as belonging to Buyerborne exclusively by Purchaser; (ii) if the Settlement Accountant determines that the Determination delivered by Purchaser is correct, then all of the Settlement Accountant’s Expenses shall be borne exclusively the Sellers; (iii) if the Settlement Accountant determines that the Final Adjustment Amount is an amount other than the Determination or the amount set forth in the Sellers’ Statement of Objections, the Settlement Accountant’s Expenses shall be allocated between Purchaser, on the one hand, and the Sellers, on the other hand, pro rata based on the proportion by which the amount determined by the Settlement Accountant differs from the Determination, on the one hand, and the amount set forth in the Sellers’ Statement of Objections, on the other hand. 5.3.2 (f) In the event that any tenant of Seller or Buyer the Final Adjustment Amount results in a credit to the Sellers, after taking into account the Preliminary Adjustment Payment, Purchaser shall hereafter apply or shall have heretofore applied for relief under pay to the provisions of any bankruptcy or similar laws Sellers, an amount equal to such credit, together with interest thereon for the protection of debtors, the provisions of Section 5.3.1 shall not apply, period from (and the parties shall have the right to seek collection of their respective accounts, their entitlements being determined by the Closing and the other provisions of this Agreement. Neither party shall have the right to enter into any transactions that purport to compromise claims belonging to the other, without the other party’s prior written consent. 5.3.3 If at including) the Closing Date any tenants owe Seller any moneyto (but excluding) the date of payment, Seller shall have at the rightprime rate as quoted in the Money Rates Section of The Wall Street Journal (the “Applicable Rate”), subsequent as determined and fixed on the first day of such period and adjusted to reflect the Applicable Rate on the first day of each successive fiscal quarter during the remainder of such period, by wire transfer of immediately available funds to the Purchase Price Bank Account within five Business Days following the determination of the final amounts pursuant to Section 2.06(d). (g) In the event that the Final Adjustment Amount results in a credit to Purchaser, after taking into account the Preliminary Adjustment Payment, the Sellers shall pay to Purchaser, an amount equal to such credit, together with interest thereon for the period from (and including) the Closing for a Date to (but excluding) the date of payment, at the Applicable Rate, as determined and fixed on the first day of such period and adjusted to reflect the Applicable Rate on the first day of one (1) yeareach successive fiscal quarter during the remainder of such period, by wire transfer of immediately available funds to collect an account designated by Purchaser within five Business Days following the determination of the final amounts pursuant to Section 2.06(d). In the event that the Sellers do not make such sums directly payment to Purchaser within such period, in addition to any other rights and remedies Purchaser may have with respect to such non-payment, Purchaser may at its option cause the amount of such payment to be paid to Purchaser from the tenants including bringing lawsuits against Escrow Account in accordance with the tenants (at Seller’s sole expense) for such collection; provided, however, Seller agrees that any such legal action or collection shall not include any disturbance terms of the possession, use Escrow Agreement. (h) If an amount due under Section 2.06(f) or occupancy (g) is paid later than five Business Days following the determination of the tenants or any right to evict the tenants, whether final amounts pursuant to 2.06(d), then, for the lease provisions or otherwiseperiod from (and including) such fifth Business Day following the determination of the final amounts to (but excluding) the date of payment, interest at a rate equal to 5% greater than the Applicable Rate, as determined and fixed on the first day of the such period and adjusted to reflect the Applicable Rate on the first day of each successive fiscal quarter during the remainder of such period, shall be added to such amount. 5.4 The provisions of this Article 5 will survive Closing.

Adjustments and Prorations. 5.1 The following items are to be apportioned between Buyer and Seller as of 11:59 p.m. of the day preceding the Closing Date (and Buyer and Seller shall be entitled endeavor to compute all income produced from the operation of the Property which is allocable to the period closing adjustments at least five (5) business days prior to the Closing Date Date): (a) Security deposits, if any, under the Leases. (b) Real estate taxes, water charges, sewer charges, gas and electric charges, and other utility charges (not limited to the foregoing), fuels and other similar charges. If the amount of the current taxes is not then ascertainable, the adjustment thereof shall be on the basis of the amount of the most recent ascertainable taxes; (c) If, at the date of this Agreement, the Project, or any part thereof, shall be or shall have been affected by an assessment or assessments which are or may become payable in annual installments of which the first installment is then due or has been paid, then for purposes of this Agreement all the unpaid installments of any such assessment, including those which are to become due and payable after the delivery of the Deed, shall be deemed to be due and payable and to be liens upon the Project affected thereby and shall be responsible for all expenses allocable to that period; paid and Buyer discharged by Seller thereof, upon delivery of the Deed; (d) Prepaid rents and prepaid additional rents under the Leases shall be entitled to all income and responsible for all expenses allocable to the period beginning at 12:01 A.M. on pro rated as of the Closing Date. At Closing, all items of income Such adjustment and expense apportionment to be made at Closing shall be made only with respect to the Property amount of such items actually collected. (1) With respect to any arrearages of rents, or additional rents, Seller shall be prorated in accordance furnish Buyer at Closing with the foregoing principles and the rules for the specific items set forth hereafter: 5.1.1 [Intentionally omitted.] 5.1.2 Real estate taxes, general, special and/or betterment assessments and personal property taxes shall be prorated for those taxes which are due and payable during the calendar or other fiscal tax year in which a statement of such arrearages. Any sums received after the Closing Date occurs (to the extent the tax bills for the calendar year from tenants in which Closing shall occur have not been issued as of Closing, then such proration shall involve a credit to Buyer for the daily rate of such taxes for the number of days of Seller’s ownership of the Property during such calendar year; to the extent Closing occurs after the applicable tax bills have been issued and have been paid, then such proration shall involve a credit to Seller for the daily rate of such taxes for the number of days of Buyer’s ownership of the Property during such calendar year). In the event that arrears as of the Closing Date shall be first applied to such arrearages and shall be paid over to Seller by Buyer promptly following receipt by Buyer. Buyer agrees to make diligent efforts to collect all such arrearages and fully cooperate with Seller to collect such arrearages. (2) To the actual tax bills for the tax year or years in question are not available and the amount extent that items of taxes to be prorated as aforesaid additional rent cannot be ascertaineddetermined at Closing (or even if determined or determinable, then ratesto the extent said items have not been collected), millages the amount thereof for the period ending on the Closing Date and assessed valuation of the previous year, with known changesaccountings showing a calculation thereof, shall be used; paid 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 parties to reflect the actual amount of such taxes. The parties acknowledge that, under its Lease, Wal-Mart is not obligated to reimburse the owner of the Property Wal-Mart’s pro rata share of such taxes but instead pay same directly to the taxing authority so the amount to be credited to Buyer hereunder shall be offset by the amount of taxes payable by Wal-Mart under its Lease. 5.1.3 Rentals and other payments (other than “percentage rent” and common area maintenance charges which are dealt with in Section 5.1.4 and Section 5.1.6) which are payable pursuant to Space Leases shall be prorated on a per diem basis as and when collected (subject to the provisions of Section 5.3). Buyer shall not be obligated to make any payment or give any credit furnished to Seller on account of or by reason of any rental or other payments which are unpaid as of the Closing Date, but shall be required to turn over Seller’s share of the same within ten (10) days Buyer if, as and when received by Buyer after the Closing, provided that the first sums received from any tenant after Closing shall applied to then current rental and other payment obligations of such tenant under its Space Lease, with any remainder being applied to any delinquency existing as of Closing; this provision shall survive Closing. 5.1.4 Percentage rent, if any, payable under each Space Lease . The apportionment shall be prorated with respect to made on the lease calendar year thereunder in basis so that Seller shall receive a share thereof based upon the fraction of which Closing occurs on a per diem basis as and when collected. Any percentage rent collected by Buyer including any percentage rent which the numerator is delinquent and pertaining to (i) an entire lease the number of days of the year or accounting period of a tenant under a Space Lease which ends on a date prior to the Closing Date, or (ii) that portion of a lease year or accounting period of such tenant covering a period prior to the Closing Date where such lease year or accounting period begins prior elapsing to the Closing Date and ends thereafter shall in both cases be paid to Seller within ten the denominator is 365 (10) days of receipt by Buyer; and if any tenant’s Space Lease provides for offsets or deductions against percentage rentsubject, then such offsets or deductions shall be prorated in the same manner as the percentage rent itself is prorated. This provision shall survive Closing. 5.1.5 Gas, water, electricity, heat, fuel, sewer and other utilities charges with respect to the period up until Closing shall be paid by Seller. 5.1.6 Common area maintenance expenses and charges shall be prorated. Seller shall be responsible for all common area expenses and charges incurred prior to the Closing Date, and Buyer shall be responsible for the same on and subsequent to the Closing Date. 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, including end-of-year adjustments, if any, shall be prorated between Seller and Buyer in the following manner: Not later than three (3) days prior to Closing, Seller shall deliver to Buyer, with regard to each Shopping Center tenant required to pay common area charges (“CAM Charges”) under its lease, a detailed computation showing all CAM Charge expenses incurred by Seller for the period from the beginning of each such tenant’s then current billing period for CAM Charges (e.g., calendar year, lease year, etc.) through the Closing Date, any CAM estimated payments or charges collected by Seller relating to such tenant (hereinafter “CAM Estimates”), and a xxxx for the tenant’s pro rata share of CAM Charges (i.e., for CAM charges through the Closing Date net of any such CAM Estimates held by Seller), together with all invoices and other evidence documenting such CAM Charges in detail required by such tenant’s lease. Buyer shall send any such bills to tenants promptly following Closing, in which event such tenant shall pay any amount shown due directly to Seller, and except as otherwise stated in Section 5.3.3 below Buyer shall have no responsibility to collect same. Howeverhowever, if any tenant rightfully refuses to pay such xxxx for CAM Charges due through the Closing Date, then Buyer shall resubmit such xxxx to any such tenant at the same time as Buyer next submits Buyer’s own xxxx to any such tenant; and any payment thereafter made by any such tenant on account of CAM Charges shall belong to and be forwarded within ten (10) days of its receipt to Seller until Seller’s xxxx rent is paid in full. Any CAM Estimates for any tenant shall be retained by Seller up to the amount of the pre-Closing CAM Charges payable by such tenant as evidenced by such bills and computations delivered by Seller at Closing, and Buyer shall receive a credit for any excess CAM Estimates collected by Seller. 5.1.7 All prepaid rentals, other prepaid payments (other than monthly real estate tax or CAM estimates or installments), security deposits, electric, gas, sewer and water deposits deposited with Seller by tenants, (including any accrued interest required under any Space Lease on all of a calendar year basis such as lease year basis the foregoing, unless Seller is entitled to retain the benefit thereof) under any Space Leases, license agreements or concession agreements relating to the Property, shall all belong to Buyer and all shall be assigned and delivered to Buyer at Closing, whereupon Seller shall be released from all liability with respect thereto. At Seller’s option, Buyer shall receive a credit against the cash portion of the Purchase Price in the amount of all such security deposits, and Seller may thereupon retain the same. 5.1.8 Buyer shall not be responsible for any charges, salaries, vacation pay or fringe benefits of employees of Seller prior to or following the Closing and none of the foregoing shall be prorated. 5.2 All prorations and payments to calculations will be made under the foregoing provisions shall be made on the basis of a written statement or statements delivered to Buyer by Seller and approved by Buyer. In the event any prorations, apportionments or computation shall prove to be incorrect for any reason, then either party shall be entitled to an adjustment to correct the same, provided that it makes written demand on the one from who it is entitled to upon such adjustment within three hundred sixty-five (365) days after the erroneous payment or computation was made; this provision shall survive Closingother basis). 5.3 All accounts receivable flowing from the Property shall be treated as follows: 5.3.1 In the event that there remains any unpaid base or minimum rent for a period prior to Closing, all payments of base or minimum rent and other charges due under any tenant Lease received from such tenant subsequent to Closing shall be applied first to sums owed Buyer before any part thereof (if any remaining) shall be paid to Seller on account of any delinquency owing as of Closing. In the event that there remains any unpaid tenant receivable other than base or minimum rent (including without limitation any tax, CAM, insurance or percentage rent payments) for any period prior to Closing, all payments received from any tenant in arrears (whether base or minimum rent or any other amount) shall be applied to any such sums owed Seller from such tenant before any part thereof shall be treated as belonging to Buyer. 5.3.2 In the event that any tenant of Seller or Buyer shall hereafter apply or shall have heretofore applied for relief under the provisions of any bankruptcy or similar laws for the protection of debtors, the provisions of Section 5.3.1 shall not apply, and the parties shall have the right to seek collection of their respective accounts, their entitlements being determined by the Closing and the other provisions of this Agreement. Neither party shall have the right to enter into any transactions that purport to compromise claims belonging to the other, without the other party’s prior written consent. 5.3.3 If at the Closing Date any tenants owe Seller any money, Seller shall have the right, subsequent to the Closing for a period of one (1) year, to collect such sums directly from the tenants including bringing lawsuits against the tenants (at Seller’s sole expense) for such collection; provided, however, Seller agrees that any such legal action or collection shall not include any disturbance of the possession, use or occupancy of the tenants or any right to evict the tenants, whether pursuant to the lease provisions or otherwise. 5.4 The provisions of this Article 5 will survive Closing.

Adjustments and Prorations. 5.1 Seller (a) For purposes of this Section 15 only, the term “Pre-Closing Owner” shall mean any Owner for the period prior to the Closing Date and the term “Post-Closing Owner” shall mean any Owner for the period from and after 12:01 A.M. on the Closing Date. The terms Pre-Closing Owner and Post-Closing Owner are intended to reflect the different beneficial ownership of the Owners pre-Closing and post-Closing. Pre-Closing Owners shall be entitled to all income produced from the operation of the Property Properties which is allocable to the period prior to the Closing Date and shall be responsible for all expenses allocable to that period; and Buyer the corresponding Post-Closing Owner shall be entitled to all income and responsible for all expenses allocable to the period beginning at 12:01 A.M. on the day the Closing Dateoccurs. At Except as expressly set forth below, at the Closing, (i) all items of income and expense with respect to the each Property shall be prorated in accordance with the foregoing principles and the rules for the specific items set forth hereafter: 5.1.1 [Intentionally omitted.] 5.1.2 Real estate taxeshereinafter, general, special and/or betterment assessments and personal property taxes (ii) the Agreed Value of each Property shall be prorated for those taxes which are due adjusted up or down at Closing by the net amount of all such prorations and payable during adjustments in respect of such Property under this Section 15. Mxxx-Xxxx shall make any post-Closing payment with respect to a proration or adjustment in favor of a Pre-Closing Owner of a Portfolio Property other than the calendar or other fiscal tax year in which Waterview Property and the Thornall Property by paying Mxxx-Xxxx’x Applicable Percentage Share thereof to Gxxx SLG. Mxxx-Xxxx shall make any such post-Closing Date occurs (payment with respect to the extent Waterview Property or the tax bills for Thornall Property by (i) paying the calendar year in which Closing shall occur have not been issued as of Closing, then such proration shall involve a credit to Buyer for the daily rate of such taxes for the number of days of Seller’s ownership of the Property during such calendar year; to the extent Closing occurs after the applicable tax bills have been issued and have been paid, then such proration shall involve a credit to Seller for the daily rate of such taxes for the number of days of Buyer’s ownership of the Property during such calendar year). In the event that as of the Closing Date the actual tax bills for the tax year or years in question are not available and the amount of taxes to be prorated as aforesaid cannot be ascertained, then rates, millages 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 parties to reflect the actual amount of such taxes. The parties acknowledge that, under its Lease, Wal-Mart is not obligated to reimburse the owner of the Property Wal-Mart’s pro rata share of such taxes but instead pay same directly to the taxing authority so the amount to be credited to Buyer hereunder shall be offset by the amount of taxes payable by Wal-Mart under its Lease. 5.1.3 Rentals and other payments OP Percentage Share (other than “percentage rent” and common area maintenance charges which are dealt with in Section 5.1.4 and Section 5.1.6) which are payable pursuant to Space Leases shall be prorated on a per diem basis as and when collected (subject to the provisions of Section 5.3). Buyer shall not be obligated to make any payment or give any credit to Seller on account of or by reason of any rental or other payments which are unpaid as of the Closing Date, but ) thereof to Gxxx SLG and (ii) paying the balance thereof to the holders of OP Units other than the GP and JVLLC. Mxxx-Xxxx shall be required to turn over Seller’s share of the same within ten (10) days if, as and when received by Buyer after the Closing, provided that the first sums received from make any tenant after post-Closing shall applied to then current rental and other payment obligations of such tenant under its Space Lease, with any remainder being applied to any delinquency existing as of Closing; this provision shall survive Closing. 5.1.4 Percentage rent, if any, payable under each Space Lease shall be prorated with respect to the lease year thereunder in which Challenger by paying same to Challenger Mezz. At Closing occurs on a per diem basis as and when collected. Any percentage rent collected by Buyer including any percentage rent which is delinquent and pertaining Mxxx-Xxxx shall pay to (i) an entire lease year or accounting period of a tenant under a Space Lease which ends on a date prior to the Closing Date, or (ii) that portion of a lease year or accounting period of such tenant covering a period prior to the Closing Date where such lease year or accounting period begins prior to the Closing Date and ends thereafter shall in both cases be paid to Seller within ten (10) days of receipt by Buyer; and if any tenant’s Space Lease provides for offsets or deductions against percentage rent, then such offsets or deductions shall be prorated in the same manner as the percentage rent itself is prorated. This provision shall survive Closing. 5.1.5 Gas, water, electricity, heat, fuel, sewer and other utilities charges with respect to the period up until Closing shall be paid by Seller. 5.1.6 Common area maintenance expenses and charges shall be prorated. Seller shall be responsible for all common area expenses and charges incurred prior to the Closing Date, and Buyer shall be responsible for the same on and subsequent to the Closing Date. 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, including endGxxx SLG Mxxx-of-year adjustments, if any, shall be prorated between Seller and Buyer in the following manner: Not later than three (3) days prior to Closing, Seller shall deliver to Buyer, with regard to each Shopping Center tenant required to pay common area charges (“CAM Charges”) under its lease, a detailed computation showing all CAM Charge expenses incurred by Seller for the period from the beginning of each such tenant’s then current billing period for CAM Charges (e.g., calendar year, lease year, etc.) through the Closing Date, any CAM estimated payments or charges collected by Seller relating to such tenant (hereinafter “CAM Estimates”), and a xxxx for the tenant’s pro rata share of CAM Charges (i.e., for CAM charges through the Closing Date net Xxxx’x Applicable Percentage Share of any such CAM Estimates cash held by Seller), together with all invoices and other evidence documenting such CAM Charges in detail required by such tenant’s lease. Buyer shall send the OP or any such bills to tenants promptly following Closing, in which event such tenant shall pay any amount shown due directly to Seller, and except as otherwise stated in Section 5.3.3 below Buyer shall have no responsibility to collect same. However, if any tenant rightfully refuses to pay such xxxx for CAM Charges due through the Closing Date, then Buyer shall resubmit such xxxx to any such tenant at the same time as Buyer next submits Buyer’s own xxxx to any such tenant; and any payment thereafter made by any such tenant on account of CAM Charges shall belong to and be forwarded within ten (10) days of its receipt to Seller until Seller’s xxxx is paid in full. Any CAM Estimates for any tenant shall be retained by Seller up to the amount of the pre-Closing CAM Charges payable by such tenant as evidenced by such bills subsidiaries and computations delivered by Seller at Closing, and Buyer shall receive a credit for any excess CAM Estimates collected by Seller. 5.1.7 All prepaid rentals, other prepaid payments (other than monthly real estate tax or CAM estimates or installments), security deposits, electric, gas, sewer and water deposits deposited with Seller by tenants, (including any accrued interest required under any Space Lease on all of the foregoing, unless Seller is entitled to retain the benefit thereof) under any Space Leases, license agreements or concession agreements relating to the Property, shall all belong to Buyer and all shall be assigned and delivered to Buyer at Closing, whereupon Seller shall be released from all liability with respect thereto. At Seller’s option, Buyer shall receive a credit against the cash portion of the Purchase Price in the amount of all such security deposits, and Seller may thereupon retain the same. 5.1.8 Buyer shall not be responsible for any charges, salaries, vacation pay or fringe benefits of employees of Seller prior to or following the Closing and none of the foregoing shall be prorated. 5.2 All prorations and payments to be made under the foregoing provisions shall be made on the basis of a written statement or statements delivered to Buyer by Seller and approved by Buyer. In the event any prorations, apportionments or computation shall prove to be incorrect for any reason, then either party shall be entitled to an adjustment to correct the same, provided that it makes written demand on the one from who it is entitled to such adjustment within three hundred sixty-five (365) days after the erroneous payment or computation was made; this provision shall survive Closing. 5.3 All accounts receivable flowing from the Property shall be treated as follows: 5.3.1 In the event that there remains any unpaid base or minimum rent for a period prior to Closing, all payments of base or minimum rent and other charges due under any tenant Lease received from such tenant subsequent to Closing shall be applied first to sums owed Buyer before any part thereof (if any remaining) shall be paid to Seller on account 100% of any delinquency owing as of Closing. In the event that there remains any unpaid tenant receivable other than base or minimum rent (including without limitation any tax, CAM, insurance or percentage rent payments) for any period prior to Closing, all payments received from any tenant in arrears (whether base or minimum rent or any other amount) shall be applied to any such sums owed Seller from such tenant before any part thereof shall be treated as belonging to Buyercash held by Challenger Owner. 5.3.2 In the event that any tenant of Seller or Buyer shall hereafter apply or shall have heretofore applied for relief under the provisions of any bankruptcy or similar laws for the protection of debtors, the provisions of Section 5.3.1 shall not apply, and the parties shall have the right to seek collection of their respective accounts, their entitlements being determined by the Closing and the other provisions of this Agreement. Neither party shall have the right to enter into any transactions that purport to compromise claims belonging to the other, without the other party’s prior written consent. 5.3.3 If at the Closing Date any tenants owe Seller any money, Seller shall have the right, subsequent to the Closing for a period of one (1) year, to collect such sums directly from the tenants including bringing lawsuits against the tenants (at Seller’s sole expense) for such collection; provided, however, Seller agrees that any such legal action or collection shall not include any disturbance of the possession, use or occupancy of the tenants or any right to evict the tenants, whether pursuant to the lease provisions or otherwise. 5.4 The provisions of this Article 5 will survive Closing.

Adjustments and Prorations. 5.1 Seller shall be entitled to all income produced from (a) Real and (if a lien on the operation of the Property which is allocable to the period prior to the Closing Date Property) personal property taxes, fire district (if any) taxes, water and shall be responsible for all expenses allocable to that period; sewer bills and Buyer shall be entitled to all income and responsible for all any other costs or expenses allocable to the period beginning at 12:01 A.M. on the Closing Date. At Closing, all items of income and expense with respect to the Property parties hereto shall be prorated in accordance with as of the foregoing principles Closing on the basis of a 365-day year, except that if any amount to be prorated covers a period of less than a year, the proration as to such amount shall be made as of the Closing on the basis of the period so covered. Seller shall, at the Closing, pay a pro rata share of all items so prorated to and including the rules day of the Closing, and Buyer shall pay or assume the balance thereof. Seller shall pay all utility charges on the Property for the specific items set forth hereafter: 5.1.1 [Intentionally omitted.] 5.1.2 Real estate taxes, general, special and/or betterment assessments and personal property taxes period up to Closing. The net amount of any adjustments shall be prorated added to or subtracted from the Purchase Price, as applicable. Any unpaid betterment or improvement assessments (the “Assessments”) constituting a lien against the Premises shall be paid in the following manner: (i) Seller shall pay for those taxes which are all Assessments due and payable prior to the calendar year 2003; (ii) Assessments due and payable during the calendar or other fiscal tax year in which the Closing Date occurs (to the extent the tax bills for the calendar year in which Closing shall occur have not been issued as of Closing, then such proration shall involve a credit to Buyer for the daily rate of such taxes for the number of days of Seller’s ownership of the Property during such calendar year; to the extent Closing occurs after the applicable tax bills have been issued and have been paid, then such proration shall involve a credit to Seller for the daily rate of such taxes for the number of days of Buyer’s ownership of the Property during such calendar year). In the event that as of the Closing Date the actual tax bills for the tax year or years in question are not available and the amount of taxes to be prorated as aforesaid cannot be ascertained, then rates, millages 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 parties to reflect the actual amount of such taxes. The parties acknowledge that, under its Lease, Wal-Mart is not obligated to reimburse the owner of the Property Wal-Mart’s pro rata share of such taxes but instead pay same directly to the taxing authority so the amount to be credited to Buyer hereunder shall be offset by the amount of taxes payable by Wal-Mart under its Lease. 5.1.3 Rentals and other payments (other than “percentage rent” and common area maintenance charges which are dealt with in Section 5.1.4 and Section 5.1.6) which are payable pursuant to Space Leases 2003 shall be prorated on a per diem basis as and when collected (subject to the provisions of Section 5.3). Buyer shall not be obligated to make any payment or give any credit to Seller on account of or by reason of any rental or other payments which are unpaid as of the Closing Date, but ; and (iii) Buyer shall be required to turn over Seller’s share of pay for all Assessments due and payable in the same within ten (10) days if, as calendar years 2004 and when received by Buyer after the Closing, provided that the first sums received from any tenant after Closing shall applied to then current rental and other payment obligations of such tenant under its Space Lease, with any remainder being applied to any delinquency existing as of Closing; this provision shall survive Closingbeyond. 5.1.4 Percentage rent, if any, payable (b) Rents under each Space Lease the Leases shall be prorated with respect to the lease year thereunder in which Closing occurs on a per diem basis as and when collected. Any percentage rent collected by Buyer 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 Closing Datebased on the applicable period relating to such rents, or (ii) except that portion no proration shall be made for rents delinquent as of a lease year or accounting period of such tenant covering a period prior to the Closing Date where such lease year or accounting period begins prior to (hereinafter called the Closing Date and ends thereafter “Delinquent Rents”). Delinquent Rents shall in both cases be paid to Seller within ten any rents that are more than thirty (1030) days of receipt past due. The balance remaining from any security deposits or prepaid rents which are held by Buyer; and if any tenant’s Space Lease provides for offsets or Seller after deductions against percentage rent, then such offsets or deductions made by Seller in accordance with the Leases shall be prorated in the same manner as the percentage rent itself is proratedtransferred to Buyer. This provision shall survive Closing. 5.1.5 Gas, water, electricity, heat, fuel, sewer and other utilities charges with respect to the period up until Closing shall be paid by Seller. 5.1.6 Common area maintenance expenses and charges shall be prorated. Seller shall be responsible for all common area expenses and charges incurred prior to the Closing Date, and Buyer shall be responsible for the same on assume all liability and subsequent obligations relating to the Closing Datesuch security deposits and prepaid rents and shall indemnify and hold Seller harmless from all claims, liabilities and obligations relating thereto. 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, including end-of-year adjustmentsDelinquent Rents, if any, shall be similarly prorated between Seller and Buyer in the following manner: Not later than three (3) days prior to Closing, Seller shall deliver to Buyer, with regard to each Shopping Center tenant required to pay common area charges (“CAM Charges”) under its lease, a detailed computation showing all CAM Charge expenses incurred by Seller for the period from the beginning of each such tenant’s then current billing period for CAM Charges (e.g., calendar year, lease year, etc.) through the Closing Date, any CAM estimated payments or charges collected by Seller relating to such tenant (hereinafter “CAM Estimates”), and a xxxx for the tenant’s pro rata share of CAM Charges (i.e., for CAM charges through the Closing Date net of any such CAM Estimates held by Seller), together with all invoices and other evidence documenting such CAM Charges in detail required by such tenant’s lease. Buyer shall send any such bills to tenants promptly following Closing, in which event such tenant shall pay any amount shown due directly to Seller, and except as otherwise stated in Section 5.3.3 below Buyer shall have no responsibility to collect same. However, if any tenant rightfully refuses to pay such xxxx for CAM Charges due through the Closing Date, then Buyer shall resubmit such xxxx to any such tenant at the same time as Buyer next submits Buyer’s own xxxx to any such tenant; and any payment thereafter made by any such tenant on account of CAM Charges shall belong to and be forwarded within ten (10) days of its receipt to Seller until Seller’s xxxx is paid in full. Any CAM Estimates for any tenant shall be retained by Seller up to the amount of the pre-Closing CAM Charges payable by such tenant as evidenced by such bills and computations delivered by Seller at Closing, and Seller’s share thereof shall be remitted to Seller promptly when, as and if received by Buyer after deduction of reasonable third party costs incurred by Buyer to collect such Delinquent Rents; provided, however, nothing herein contained shall receive a credit for operate to require Buyer to institute any excess CAM Estimates lawsuit or other collection procedures to collect any Delinquent Rents. Amounts collected by Seller. 5.1.7 All prepaid rentals, other prepaid payments (other than monthly real estate tax or CAM estimates or installments), security deposits, electric, gas, sewer and water deposits deposited with Seller by tenants, (including any accrued interest required under any Space Lease on all of the foregoing, unless Seller is entitled to retain the benefit thereof) under any Space Leases, license agreements or concession agreements relating to the Property, shall all belong to Buyer and all shall be assigned and delivered to Buyer at Closing, whereupon Seller shall be released from all liability with respect thereto. At Seller’s option, Buyer shall receive a credit against the cash portion of the Purchase Price in the amount of all such security deposits, and Seller may thereupon retain the same. 5.1.8 Buyer shall not be responsible for any charges, salaries, vacation pay or fringe benefits of employees of Seller prior to or following the Closing and none of the foregoing shall be prorated. 5.2 All prorations and payments to be made under the foregoing provisions shall be made on the basis of a written statement or statements delivered to Buyer by Seller and approved by Buyer. In the event any prorations, apportionments or computation shall prove to be incorrect for any reason, then either party shall be entitled to an adjustment to correct the same, provided that it makes written demand on the one from who it is entitled to such adjustment within three hundred sixty-five (365) days after the erroneous payment or computation was made; this provision shall survive Closing. 5.3 All accounts receivable flowing from the Property shall be treated as follows: 5.3.1 In the event that there remains any unpaid base or minimum rent for a period prior to Closing, all payments of base or minimum rent and other charges due under any tenant Lease received from such tenant subsequent to Closing tenants owing Delinquent Rents shall be applied first to sums rent for the month in which the Closing occurs, then current rents owed Buyer before any part thereof (if any remaining) shall be paid by such tenant and finally to Seller on account of any delinquency owing as of Closing. In the event that there remains any unpaid tenant receivable other than base or minimum rent (including without limitation any tax, CAM, insurance or percentage rent payments) for any period prior to Closing, all payments received from any Delinquent Rents owed by such tenant in arrears (whether base or minimum rent or any other amount) shall be applied to any such sums owed Seller from such tenant before any part thereof shall be treated as belonging to Buyerthe inverse order in which the Delinquent Rents arose. 5.3.2 In the event that any tenant of Seller or Buyer shall hereafter apply or shall have heretofore applied for relief under the provisions of any bankruptcy or similar laws for the protection of debtors, the provisions of Section 5.3.1 shall not apply, and the parties shall have the right to seek collection of their respective accounts, their entitlements being determined by the Closing and the other provisions of this Agreement. Neither party shall have the right to enter into any transactions that purport to compromise claims belonging to the other, without the other party’s prior written consent. 5.3.3 If at the Closing Date any tenants owe Seller any money, Seller shall have the right, subsequent to the Closing for a period of one (1) year, to collect such sums directly from the tenants including bringing lawsuits against the tenants (at Seller’s sole expense) for such collection; provided, however, Seller agrees that any such legal action or collection shall not include any disturbance of the possession, use or occupancy of the tenants or any right to evict the tenants, whether pursuant to the lease provisions or otherwise. 5.4 The provisions of this Article 5 will survive Closing.

Adjustments and Prorations. 5.1 Seller Unless otherwise agreed to in the Lease, the following adjustments and prorations shall be entitled made at Closing: (a) Real estate taxes due and payable in the current year together with current installments of special assessments which constitute liens on the Property and interest thereon due and payable therewith, and water and sewer charges on the basis of the fiscal period for which assessed (without regard to all income produced when such charges are payable) shall be prorated as of 12:01 a.m. local time on the date of the Closing on the basis of a 365-day year, except that if any amount to be prorated covers a period of less than a year, the proration as to such amount shall be made as of the Closing on the basis of the period so covered. The net amount of any adjustments shall be added to or subtracted from the operation of the Property which is allocable Purchase Price, as applicable. (b) All charges for electric and gas service and other utilities (other than water and sewer) supplied to the period Real Property and the Improvements prior to the Closing Date and shall be responsible for all expenses allocable the obligation of Seller, and Seller agrees to that period; and Buyer shall pay such amounts as may be entitled to all income and responsible for all expenses allocable to the period beginning at 12:01 A.M. on the Closing Date. At Closing, all items of income and expense due in connection with respect to the Property shall be prorated in accordance with the foregoing principles and the rules for the specific items set forth hereafter: 5.1.1 [Intentionally omitted.] 5.1.2 Real estate taxes, general, special and/or betterment assessments and personal property taxes shall be prorated for those taxes which are due and payable during the calendar or other fiscal tax year in which the Closing Date occurs (to the extent the tax bills for the calendar year in which Closing shall occur have not been issued as of Closing, then such proration shall involve a credit to Buyer for the daily rate utilities promptly upon notification of such taxes for the number of days of Seller’s ownership of the Property during such calendar year; to the extent Closing occurs after the applicable tax bills have been issued and have been paid, then such proration shall involve a credit to Seller for the daily rate of such taxes for the number of days of Buyer’s ownership of the Property during such calendar year). overdue payment. (c) In the event that as of the Closing Date the actual tax bills for the tax year or years in question real estate taxes are not available and the amount of taxes to be prorated as aforesaid cannot hereunder and if the Closing shall occur before a new tax rate is fixed, the proration of real estate taxes shall be ascertained, then rates, millages and assessed valuation upon the basis of the previous yearold tax rate for the preceding tax period applied to the latest assessed valuation; PROVIDED, with known changesHOWEVER, shall be used; that Seller and Buyer agree to make all necessary adjustments to such proration after the Closing occurs and when upon receipt of the actual amount of taxes for the year or years in question shall be determinable, such taxes will be re-prorated between the parties new tax rate to reflect the actual amount of such taxes. The parties acknowledge that, under its Lease, Wal-Mart is not obligated to reimburse the owner of the Property Wal-Mart’s pro rata share of such taxes but instead pay same directly tax rate applicable to the taxing authority so the amount to be credited to Buyer hereunder shall be offset by the amount of taxes payable by Wal-Mart under its Leaseperiod(s) for which such proration is made. 5.1.3 Rentals (d) If there is a water meter for the Real Property and other payments the Improvements, Seller shall furnish a reading or readings to a date not more than three (other than “percentage rent” 3) business days before the Closing Date and common area maintenance charges which are dealt with in Section 5.1.4 and Section 5.1.6) which are payable pursuant to Space Leases the unfixed meter charge shall be prorated on a per diem the basis of such last reading. (e) Seller shall have the option to credit Buyer as an adjustment of the Purchase Price with the amount of any unpaid real estate taxes, assessments, water and when collected (subject to the provisions sewer charges, together with any adjustments hereunder in favor of Section 5.3). Buyer, in which case Buyer shall not be obligated have assumed the obligation to make any payment or give any credit to Seller on account of or by reason of any rental or other payments which are unpaid as of the Closing Date, but shall be required to turn over Seller’s share of the same within ten (10) days if, as pay such amounts when they become due and when received by Buyer after the Closing, provided that the first sums received from any tenant after Closing shall applied to then current rental and other payment obligations of such tenant under its Space Lease, with any remainder being applied to any delinquency existing as of Closing; this provision shall survive Closingpayable. 5.1.4 Percentage rent, if any, payable under each Space Lease shall be prorated with respect to the lease year thereunder in which Closing occurs on a per diem basis as (f) Real estate tax refunds and when collected. Any percentage rent collected by Buyer 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 Closing Date, or (ii) that portion of a lease year or accounting period of such tenant covering a period prior to credits received after the Closing Date where such lease year or accounting period begins prior which are attributable to the Closing Date and ends thereafter shall in both cases be paid to Seller within ten (10) days of receipt by Buyer; and if any tenant’s Space Lease provides for offsets or deductions against percentage rent, then such offsets or deductions shall be prorated in the same manner as the percentage rent itself is prorated. This provision shall survive Closing. 5.1.5 Gas, water, electricity, heat, fuel, sewer and other utilities charges with respect to the period up until Closing shall be paid by Seller. 5.1.6 Common area maintenance expenses and charges shall be prorated. Seller shall be responsible for all common area expenses and charges incurred prior to the Closing Date, and Buyer shall be responsible for the same on and subsequent to the Closing Date. All common area expense payments made by each tenant and such charges paid under its Space Lease for the entire lease fiscal year during which the Closing occurs, including end-of-year adjustments, if any, occurs shall be prorated between Seller and Buyer in the following manner: Not later than three (3) days prior to Closing, Seller shall deliver to Buyer, with regard to each Shopping Center tenant required to pay common area charges (“CAM Charges”) under its lease, a detailed computation showing all CAM Charge expenses incurred by Seller for the period from the beginning of each such tenant’s then current billing period for CAM Charges (e.g., calendar year, lease year, etc.) through the Closing Date, any CAM estimated payments or charges collected by Seller relating to such tenant (hereinafter “CAM Estimates”), and a xxxx for the tenant’s pro rata share of CAM Charges (i.e., for CAM charges through based upon when the Closing Date net occurs, after deducting the expenses of any such CAM Estimates held by Seller), together with all invoices and other evidence documenting such CAM Charges in detail required by such tenant’s lease. Buyer shall send any such bills to tenants promptly following Closing, in which event such tenant shall pay any amount shown due directly to Seller, and except as otherwise stated in Section 5.3.3 below Buyer shall have no responsibility to collect same. However, if any tenant rightfully refuses to pay such xxxx for CAM Charges due through the Closing Date, then Buyer shall resubmit such xxxx to any such tenant at the same time as Buyer next submits Buyer’s own xxxx to any such tenant; and any payment thereafter made by any such tenant on account of CAM Charges shall belong to and be forwarded within ten (10) days of its receipt to Seller until Seller’s xxxx is paid in full. Any CAM Estimates for any tenant shall be retained by Seller up to the amount of the pre-Closing CAM Charges payable by such tenant as evidenced by such bills and computations delivered by Seller at Closing, and Buyer shall receive a credit for any excess CAM Estimates collected by Seller. 5.1.7 All prepaid rentals, other prepaid payments (other than monthly real estate tax or CAM estimates or installments), security deposits, electric, gas, sewer and water deposits deposited with Seller by tenants, (including any accrued interest required under any Space Lease on all of the foregoing, unless Seller is entitled to retain the benefit thereof) under any Space Leases, license agreements or concession agreements relating to the Property, shall all belong to Buyer and all shall be assigned and delivered to Buyer at Closing, whereupon Seller shall be released from all liability with respect thereto. At Seller’s option, Buyer shall receive a credit against the cash portion of the Purchase Price in the amount of all such security deposits, and Seller may thereupon retain the same. 5.1.8 Buyer shall not be responsible for any charges, salaries, vacation pay or fringe benefits of employees of Seller prior to or following the Closing and none of the foregoing shall be prorated. 5.2 All prorations and payments to be made under the foregoing provisions shall be made on the basis of a written statement or statements delivered to Buyer by Seller and approved by Buyer. In the event any prorations, apportionments or computation shall prove to be incorrect for any reason, then either party shall be entitled to an adjustment to correct the same, provided that it makes written demand on the one from who it is entitled to such adjustment within three hundred sixty-five (365) days after the erroneous payment or computation was made; this provision shall survive Closing. 5.3 All accounts receivable flowing from the Property shall be treated as follows: 5.3.1 In the event that there remains any unpaid base or minimum rent for a period prior to Closing, all payments of base or minimum rent and other charges due under any tenant Lease received from such tenant subsequent to Closing shall be applied first to sums owed Buyer before any part thereof (if any remaining) shall be paid to Seller on account of any delinquency owing as of Closing. In the event that there remains any unpaid tenant receivable other than base or minimum rent (including without limitation any tax, CAM, insurance or percentage rent payments) for any period prior to Closing, all payments received from any tenant in arrears (whether base or minimum rent or any other amount) shall be applied to any such sums owed Seller from such tenant before any part thereof shall be treated as belonging to Buyer. 5.3.2 In the event that any tenant of Seller or Buyer shall hereafter apply or shall have heretofore applied for relief under the provisions of any bankruptcy or similar laws for the protection of debtors, the provisions of Section 5.3.1 shall not apply, and the parties shall have the right to seek collection of their respective accounts, their entitlements being determined by the Closing and the other provisions of this Agreement. Neither party shall have the right to enter into any transactions that purport to compromise claims belonging to the other, without the other party’s prior written consent. 5.3.3 If at the Closing Date any tenants owe Seller any money, Seller shall have the right, subsequent to the Closing for a period of one (1) year, to collect such sums directly from the tenants including bringing lawsuits against the tenants (at Seller’s sole expense) for such collection; provided, however, Seller agrees that any such legal action or collection shall not include any disturbance of the possession, use or occupancy of the tenants or any right to evict the tenants, whether pursuant to the lease provisions or otherwise. 5.4 The provisions of this Article 5 will survive Closing.

Adjustments and Prorations. 5.1 Seller shall be entitled to all income produced from the operation of the Property which is allocable to the period prior to the Closing Date and shall be responsible for all expenses allocable to that period; and Buyer shall be entitled to all income and responsible for far all expenses allocable to the period beginning at 12:01 A.M. on the Closing Date. At Closing, all items of income and expense with respect to the Property shall be prorated in accordance with the foregoing principles provisions and the rules for the specific items set forth hereafter: 5.1.1 [Intentionally omittedSeller shall arrange for a billing under all those Service Contracts for which fees are based on usage and with utility companies for a billing for utilities, to include all utilities or service used up to the Closing Date, and Seller shall pay the resultant bills. In the event any of the Service Contracts set forth in EXHIBIT 3 cover periods beyond the Closing Date the same shall be prorated on a per diem basis.] 5.1.2 Real estate taxes, general, special and/or betterment assessments and personal property taxes shall be prorated for those taxes which are due and payable during the calendar or other fiscal tax year in which as of the Closing Date occurs (to the extent the tax bills for the calendar year in which Closing shall occur have not been issued as of Closing, then such proration shall involve a credit to Buyer for the daily rate of such taxes for the number of days of Seller’s ownership of the Property during such calendar year; to the extent Closing occurs after the applicable tax bills have been issued and have been paid, then such proration shall involve a credit to Seller for the daily rate of such taxes for the number of days of Buyer’s ownership of the Property during such calendar year)Date. In the event that as of the Closing Date the actual tax bills for the tax year or years in question are not available and the amount of taxes to be prorated as aforesaid cannot be ascertained, then rates, millages 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 parties to reflect the actual amount of such taxes. The parties acknowledge that, under its Lease, Wal-Mart is not obligated to reimburse the owner of the Property Wal-Mart’s pro rata share of such taxes but instead pay same directly to the taxing authority so the amount to be credited to Buyer hereunder shall be offset by the amount of taxes payable by Wal-Mart under its Lease. 5.1.3 Rentals and other payments (other than “"percentage rent” " and common area maintenance charges which are dealt with in Section SECTION 5.1.4 and Section SECTION 5.1.6) which are payable pursuant to Space Leases shall be prorated on a per diem basis as and when collected (subject to the provisions of Section 5.3). Buyer shall not be obligated to make any payment or give any credit to Seller on account of or by reason of any rental or other payments which are unpaid as of the Closing Date, but shall be required to turn over Seller’s 's share of the same within ten (10) days if, as and when received by Buyer after the Closing; likewise, provided that the first sums Seller agrees to turn over Buyer's share of any payments received from any tenant after Closing shall applied to then current rental and other payment obligations of such tenant under its Space Lease, with any remainder being applied tenants applicable to any delinquency existing as period from and after the date of ClosingClosing within ten (10) days of Seller's receipt of same; this provision shall survive Closing. 5.1.4 Percentage rent, ; if any, payable under each Space Lease shall be prorated with respect to the lease year thereunder in which Closing occurs on a per diem basis as and when collected. Any percentage rent collected by Buyer 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 Closing Date, or (ii) that portion of a lease year or accounting period of such tenant covering a period prior to the Closing Date where such lease year or accounting period begins prior to the Closing Date and ends thereafter shall in both cases be paid to Seller within ten (10) days of receipt by Buyer; and if any tenant’s 's Space Lease provides for offsets or deductions against percentage rent, then such offsets or deductions shall be prorated in the same manner as the percentage rent itself is prorated. This provision shall survive Closing. 5.1.5 Gas, water, electricity, heat, fuel, sewer and other utilities charges with respect to which SECTION 5. 1.1 cannot be applied, and the governmental licenses, permits and inspection fees and operating expenses relating to the period up until Closing Shopping Center (expressly excluding therefrom, however, such expenses relating to the initial construction of the Shopping Center), shall be paid by Sellerprorated on a per diem basis. 5.1.6 Common area maintenance expenses and charges shall be prorated. Seller shall be responsible for all common area expenses and charges incurred prior to the Closing Date, and Buyer shall be responsible for the same accruing on and subsequent to the Closing Date. 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, including end-of-year adjustments, if any, shall be prorated between Seller and Buyer in the following manner: Not later than three (3) days prior to Closing, Seller shall deliver to Buyer, with regard to each Shopping Center tenant required to pay common area charges (“"CAM Charges”") under its lease, a detailed computation showing all CAM Charge expenses incurred by Seller for the period from the beginning of each such tenant’s 's then current billing period for CAM Charges (e.g., calendar year, lease year, etc.) through the Closing Date, any CAM estimated payments or charges collected by Seller relating to such tenant (hereinafter “"CAM Estimates”"), and a xxxx for the tenant’s 's pro rata share of CAM Charges (i.e., for CAM charges through the Closing Date net of any such CAM Estimates held by Seller), together with all invoices and other evidence documenting such CAM Charges in detail required by such tenant’s 's lease. Buyer shall send any such bills to tenants promptly following Closing, in which event such tenant shall pay any amount shown due directly to Seller, and except as otherwise stated in Section 5.3.3 below Buyer shall have no responsibility to collect same. However, if any tenant rightfully refuses to pay such xxxx for CAM Charges due through the Closing Date, then Buyer shall resubmit such xxxx to any such tenant at the same time as Buyer next submits Buyer’s 's own xxxx to any such tenant; and any payment thereafter made by any such tenant on account of CAM Charges shall belong to and be forwarded within ten (10) days of its receipt to Seller until Seller’s 's xxxx is paid in full. Any CAM Estimates for any tenant shall be retained by Seller up to the amount of the pre-Closing CAM Charges payable by such tenant as evidenced by such bills and computations delivered by Seller at Closing, and Buyer shall receive a credit for any excess CAM Estimates collected by Seller. 5.1.7 All prepaid rentals, other prepaid payments (other than monthly real estate tax or CAM estimates or installments), security depositsdeposits paid pursuant to Space Leases, electric, gas, sewer and water deposits deposited with Seller by tenants, (including any accrued interest required under any Space Lease on all of the foregoing, unless Seller is entitled to retain the benefit thereof) under any Space Leases, license agreements or concession agreements relating to the Property, shall all belong to Buyer and all shall be assigned and delivered to Buyer at Closing, whereupon Seller shall be released from all liability with respect thereto. At Seller’s 's option, Buyer shall receive a cash credit against the cash portion of the Purchase Price in the amount of all such security depositsSecurity Deposits to be delivered to Buyer at Closing, and Seller may thereupon retain the same. 5.1.8 Buyer shall not be responsible for any charges, salaries, vacation pay or fringe benefits of employees of Seller prior to or following the Closing and none of the foregoing shall be prorated. 5.2 All prorations and payments to be made under the foregoing provisions shall be made on the basis of a written statement or statements delivered to Buyer by Seller and approved by Buyer. In the event any prorations, apportionments or computation shall prove to be incorrect for any reason, then either party shall be entitled to an adjustment to correct the same, provided that it makes written demand on the one from who it is entitled to such adjustment within three hundred sixty-five two (3652) days years after the erroneous payment or computation was made; this provision shall survive Closing. 5.3 All accounts receivable flowing from the Property shall be treated as follows: 5.3.1 Buyer and Seller agree to treat all base or minimum rental payments received from a tenant as applicable to base or minimum rent which was owed by that tenant, if any, first for the month prior to the month in which Closing occurs and next for the month in which Closing occurs until the base or minimum rental amount due to Seller for such periods have been collected. In the event that there remains any unpaid base or minimum rent for a period prior to Closingsuch periods, all payments of base or minimum rent and other charges due under any tenant Lease received from such tenant subsequent to Closing shall be applied first to sums owed Buyer before any part thereof (if any remaining) shall be paid treated as belonging to Seller on account of any delinquency owing as of ClosingSeller. In the event that there remains any unpaid tenant receivable other than base or minimum rent (including without limitation any tax, CAM, insurance or percentage rent payments) for any period prior to Closing, all payments received from any tenant in arrears (whether base or minimum rent or any other amount) shall be applied first to any such sums owed Seller Buyer from such tenant before any part thereof shall be treated as belonging to BuyerSeller. 5.3.2 In the event that any tenant of Seller or Buyer shall hereafter apply or shall have heretofore applied for relief under the provisions of any bankruptcy or similar laws for the protection of debtors, the provisions of Section SECTION 5.3.1 shall not apply, and the parties shall have the right to seek collection of their respective accounts, their entitlements being determined by the Closing and the other provisions of this Agreement. Neither party shall have the right to enter into any transactions that purport to compromise claims belonging to the other, without the other party’s 's prior written consent. 5.3.3 If at the Closing Date any tenants owe Seller any moneymoney (i.e. reimbursements to Seller for payment of liens or violations on the Property that were created by tenant(s) but that Seller is required hereunder to satisfy in order to effectuate the sale of the Property), Seller shall have the right, subsequent to the Closing for a period of one (1) yearClosing, to collect such sums directly from the tenants tenants, including bringing lawsuits against the tenants (at Seller’s 's sole expense) for such collectioncollection (except that Seller is prohibited from bringing a lawsuit against any tenant(s) to collect rent arrears; instead Buyer agrees to use commercially reasonable efforts to collect such arrears on Seller's behalf); provided, however, Seller agrees that any such legal action or collection shall not include any disturbance of the possession, use or occupancy of the tenants or any right to evict the tenants, whether pursuant to the lease provisions or otherwise, and Buyer shall at Seller's expense join in any lawsuit and/or also participate or cooperate with Seller in its collection attempts. Buyer will (at Seller's expense) join in such a lawsuit or action only if the same does not include or require disturbance of the possession of any tenants. 5.3.4 In the event Seller has granted rent concessions to tenants under space lease(s) that would extend beyond the Closing Date, Buyer shall receive credit for same. 5.4 The provisions of this Article 5 will survive Closing.

Adjustments and Prorations. 5.1 Seller shall be entitled to all income produced from the operation of the Property which is allocable to the period prior to the Closing Date and shall be responsible for all expenses allocable to that period; and Buyer shall be entitled to all income and responsible for all expenses allocable to the period beginning at 12:01 A.M. on the Closing Date. At Closing, all items of income and expense with respect to the Property shall be prorated in accordance with the foregoing principles provisions and the rules for the specific items set forth hereafter: 5.1.1 [Intentionally omittedSeller shall arrange for a billing under all those Service Contracts, for which fees are based on usage and with utility companies for a billing for utilities, to include all utilities or service used up to the Closing Date, and Seller shall pay the resultant bills. In the event any of the Service Contracts set forth in Exhibit 3 cover periods beyond the Closing Date the same shall be prorated on a per diem basis.] 5.1.2 Real estate taxes, general, special and/or betterment assessments and personal property taxes shall be prorated for those taxes which are due and payable during the calendar or other fiscal tax year in which as of the Closing Date occurs (to the extent the tax bills for the calendar year in which Closing shall occur have not been issued as of Closing, then such proration shall involve a credit to Buyer for the daily rate of such taxes for the number of days of Seller’s ownership of the Property during such calendar year; to the extent Closing occurs after the applicable tax bills have been issued and have been paid, then such proration shall involve a credit to Seller for the daily rate of such taxes for the number of days of Buyer’s ownership of the Property during such calendar year)Date. In the event that as of the Closing Date the actual tax bills for the tax year or years in question are not available and the amount of taxes to be prorated as aforesaid cannot be ascertained, then rates, millages 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 parties to reflect the actual amount of such taxes. The parties acknowledge that, under its Lease, Wal-Mart is not obligated to reimburse the owner of the Property Wal-Mart’s pro rata share of such taxes but instead pay same directly to the taxing authority so the amount to be credited to Buyer hereunder shall be offset by the amount of taxes payable by Wal-Mart under its Lease. 5.1.3 Rentals and other payments (other than “percentage rent” and common area maintenance charges which are dealt with in Section 5.1.4 and Section 5.1.6) which are payable pursuant to Space Leases shall be prorated on a per diem basis as and when collected (subject to the provisions of Section 5.3). However as to the following tenants (“the Credit Tenants”) Superfresh and Blockbuster, Seller shall at closing, receive a credit in an amount equal to real estate taxes that have accrued as of the Closing Date but are either unpaid or not yet due and payable from the Credit Tenants as of the Closing Date. Except as provided in the preceding sentence in respect of the Credit Tenants. Buyer shall not be obligated to make any payment or give any credit to Seller on account of or by reason of any rental or other payments which are unpaid as of the Closing Date, but shall be required to turn over Seller’s share of the same within ten (10) days if, as and when received by Buyer after the Closing; likewise, provided that the first sums Seller agrees to turn over Buyer’s share of any payments received from any tenant after Closing shall applied to then current rental and other payment obligations of such tenant under its Space Lease, with any remainder being applied tenants applicable to any delinquency existing as period from and after the date of ClosingClosing within ten (10) days of Seller’s receipt of same; this provision shall survive Closing. 5.1.4 Percentage rent, ; if any, payable under each Space Lease shall be prorated with respect to the lease year thereunder in which Closing occurs on a per diem basis as and when collected. Any percentage rent collected by Buyer 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 Closing Date, or (ii) that portion of a lease year or accounting period of such tenant covering a period prior to the Closing Date where such lease year or accounting period begins prior to the Closing Date and ends thereafter shall in both cases be paid to Seller within ten (10) days of receipt by Buyer; and if any tenant’s Space Lease provides for offsets or deductions against percentage rent, then such offsets or deductions shall be prorated in the same manner as the percentage rent itself is prorated. This provision shall survive Closing. 5.1.5 Gas, water, electricity, heat, fuel, sewer and other utilities charges with respect to which Section 5.1.1 cannot be applied, and the governmental licenses, permits and inspection fees and operating expenses relating to the period up until Closing Shopping Center (expressly excluding therefrom, however, such expenses relating to the initial construction of the Shopping Center), shall be paid by Sellerprorated on a per diem basis. 5.1.6 Common area maintenance expenses and charges shall be prorated. Seller shall be responsible for all common area expenses and charges incurred prior to the Closing Date, and Buyer shall be responsible for the same accruing on and subsequent to the Closing Date. 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, including end-of-year adjustments, if any, shall be prorated between Seller and Buyer in the following manner: Not later than three (3) days prior to Closing, Seller shall deliver to in Buyer, with regard to each Shopping Center tenant required to pay common area charges (“CAM Charges”) under its lease, a detailed computation showing all CAM Charge expenses incurred by Seller for the period from the beginning of each such tenant’s then current billing period for CAM Charges (e.g., calendar year, lease year, etc.) through the Closing Date, any CAM estimated payments or charges collected by Seller relating to such tenant (hereinafter “CAM Estimates”), and a xxxx for the tenant’s pro rata share of CAM Charges (i.e., for CAM charges through the Closing Date net of any such CAM Estimates held by Seller), together with all invoices and other evidence documenting such CAM Charges in detail required by such tenant’s lease. Buyer shall send any such bills to tenants promptly following Closing, in which event such tenant shall pay any amount shown due directly to Seller, and except as otherwise stated in Section 5.3.3 below Buyer shall have no responsibility to collect same. However, if any tenant rightfully refuses to pay such xxxx for CAM Charges due through the Closing Date, then Buyer shall resubmit such xxxx to any such tenant at the same time as Buyer next submits Buyer’s own xxxx to any such tenant; and any payment thereafter made by any such tenant on account of CAM Charges shall belong to and be forwarded within ten (10) days of its receipt to Seller until Seller’s xxxx is paid in full. Any CAM Estimates for any tenant shall be retained by Seller up to the amount of the pre-Closing CAM Charges payable by such tenant as evidenced by such bills and computations delivered by Seller at Closing, and Buyer shall receive a credit for any excess CAM Estimates collected by Seller. 5.1.7 All prepaid rentals, other prepaid payments (other than monthly real estate tax or CAM estimates or installments), security depositsdeposits paid pursuant to Space Leases, electric, gas, sewer and water deposits deposited with Seller by tenants, (including any accrued interest required under any Space Lease on all of the foregoing, unless Seller is entitled to retain the benefit thereof) under any Space Leases, license agreements or concession agreements relating to the Property, shall all belong to Buyer and all shall be assigned and delivered to Buyer at Closing, whereupon Seller shall be released from all liability with respect thereto. At Seller’s option, Buyer shall receive a cash credit against the cash portion of the Purchase Price in the amount of all such security depositsSecurity Deposits to be delivered to Buyer at Closing, and Seller may thereupon retain the same. 5.1.8 Buyer shall not be responsible for any charges, salaries, vacation pay or fringe benefits of employees of Seller prior to or following the Closing and none of the foregoing shall be prorated. 5.2 All prorations and payments to be made under the foregoing provisions shall be made on the basis of a written statement or statements delivered to Buyer by Seller and approved by Buyer. In the event any prorations, apportionments or computation shall prove to be incorrect for any reason, then either party shall be entitled to an adjustment to correct the same, provided that it makes written demand on the one from who it is entitled to such adjustment within three hundred sixty-five two (3652) days years after the erroneous payment or computation was made; this provision shall survive Closing. 5.3 All accounts receivable flowing from the Property shall be treated as follows: 5.3.1 Buyer and Seller agree to treat all base or minimum rental payments received from a tenant as applicable to base or minimum rent which was owed by that tenant, if any, first for the month prior to the month in which Closing occurs and next for the month in which Closing occurs until the base or minimum rental amount due to Seller for such periods have been collected. In the event that there remains any unpaid base or minimum rent for a period prior to Closingsuch periods, all payments of base or minimum rent and other charges due under any tenant Lease received from such tenant subsequent to Closing shall be applied first to sums owed Buyer before any part thereof (if any remaining) shall be paid treated as belonging to Seller on account of any delinquency owing as of ClosingSeller. In the event that there remains any unpaid tenant receivable other than base or minimum rent (including without limitation any tax, CAM, insurance or percentage rent payments) for any period prior to Closing, all payments received from any tenant in arrears (whether base or minimum rent or any other amount) shall be applied first to any such sums owed Seller Buyer from such tenant before any part thereof shall be treated as belonging to BuyerSeller. 5.3.2 In the event that any tenant of Seller or Buyer shall hereafter apply or shall have heretofore applied for relief under the provisions of any bankruptcy or similar laws for the protection of debtors, the provisions of Section 5.3.1 shall not apply, and the parties shall have the right to seek collection of their respective accounts, their entitlements being determined by the Closing and the other provisions of this Agreement. Neither party shall have the right to enter into any transactions that purport to compromise claims belonging to the other, without the other party’s prior written consent. 5.3.3 “If at the Closing Date any tenants owe Seller any moneymoney (i.e. reimbursements to Seller for payment of liens or violations on the Property that were created by tenant(s) but that Seller is required hereunder to satisfy in order to effectuate the sale of the Property or rent arrears (which shall include CAM and tax reimbursements)), Seller shall have the right, subsequent to the Closing for a period of one (1) yearClosing, to collect such sums directly from the tenants tenants, including bringing lawsuits against the tenants (at Seller’s sole expense) for such collection (except that Seller is prohibited from bringing a lawsuit against any tenant(s) to collect rent in arrears for a period of thirty (30) days after such dispute or arrears has arisen (the“ Buyer Collection Period”); instead Buyer agrees to use commercially reasonable efforts to collect such arrears on Seller’s behalf, if Buyer is unsuccessful in collecting the tenant arrears by the expiration of the Buyer Collection Period, then Seller shall have the right to collect such sums directly form the tenants including bringing lawsuits against the tenants (at Sellers sole expense) for such collection; provided, however, Seller agrees that any such legal action or collection shall not include any disturbance of the possession, use or occupancy of the tenants or any right to evict the tenants, whether pursuant to the lease provisions or otherwise, and Buyer shall at Seller’s expense join in any lawsuit and/or also participate or cooperate with Seller in its collection attempts. Buyer will (at Seller’s expense) join in such a lawsuit or action only if the same does not include or require disturbance of the possession of any tenants.” 5.4 The provisions of this Article 5 will survive Closing5.3.4 In the event Seller has granted rent concessions to tenants under space lease(s) that would extend beyond the Closing Date, Buyer shall receive credit for same.

Adjustments and Prorations. 5.1 Seller shall be entitled 9.1 All taxes, including, without limitation, real estate taxes and personal property taxes, collected rents, charges for utilities, including water, sewer, and fuel oil, and for utility services, maintenance services, maintenance and service contracts, all operating costs and expenses, and all other income, costs, and charges of every kind which in any manner relate to all income produced from the operation of the Property which is allocable (but not including insurance premiums) shall be prorated to the period prior to Date of Closing, except that if Seller does not receive the Closing Date and shall be responsible for all expenses allocable to that period; and Buyer shall be entitled to all income and responsible for all expenses allocable to the period beginning at 12:01 A.M. Purchase Price (by receipt of wired funds or by receipt in hand of an official bank cashier's check) by 2:00 p.m., E.S.T., on the Closing Date. At Date of Closing, all items of income and expense with respect to the Property prorations shall be prorated in accordance with made as of the foregoing principles and following business day. If the rules for the specific items set forth hereafter: 5.1.1 [Intentionally omitted.] 5.1.2 Real estate amount of said taxes, generalassessments, special and/or betterment assessments and personal property taxes shall be prorated for those taxes which are due and payable during or rents is not known on the calendar or other fiscal tax year in which the Closing Date occurs (to the extent the tax bills for the calendar year in which Closing shall occur have not been issued as of Closing, then such proration they shall involve a credit to Buyer be apportioned on the basis of the amounts for the daily rate of preceding year, with a reapportionment as soon as the new amounts can be ascertained. If such taxes for the number of days of Seller’s ownership of the Property during such calendar year; to the extent Closing occurs after the applicable tax bills have been issued and have been paidassessments shall thereafter be reduced by abatement, then such proration shall involve a credit to Seller for the daily rate of such taxes for the number of days of Buyer’s ownership of the Property during such calendar year). In the event that as of the Closing Date the actual tax bills for the tax year or years in question are not available and the amount of taxes to be prorated as aforesaid cannot be ascertainedsuch abatement, then rates, millages and assessed valuation less the reasonable cost of obtaining the previous year, with known changessame, 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 apportioned between the parties to reflect the actual amount of such taxes. The parties acknowledge thatparties, under its Lease, Wal-Mart is not obligated to reimburse the owner of the Property Wal-Mart’s pro rata share of such taxes but instead pay same directly to the taxing authority so the amount to be credited to Buyer hereunder provided that neither party shall be offset by the amount of taxes payable by Wal-Mart under its Lease. 5.1.3 Rentals and other payments (other than “percentage rent” and common area maintenance charges which are dealt with in Section 5.1.4 and Section 5.1.6) which are payable pursuant to Space Leases shall be prorated on a per diem basis as and when collected (subject to the provisions of Section 5.3). Buyer shall not be obligated to make any payment institute or give any credit to Seller on account of or by reason of any rental or other payments which are unpaid as of the Closing Date, but shall be required to turn over Seller’s share of the same within ten (10) days if, as and when received by Buyer after the Closing, provided that the first sums received from any tenant after Closing shall applied to then current rental and other payment obligations of such tenant under its Space Lease, with any remainder being applied to any delinquency existing as of Closing; this provision shall survive Closing. 5.1.4 Percentage rent, if any, payable under each Space Lease shall be prorated with respect to the lease year thereunder in which Closing occurs on a per diem basis as and when collectedprosecute proceedings for an abatement unless otherwise agreed. Any percentage rent collected by Buyer 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 Closing Date, or (ii) that portion of a lease year or accounting period of such tenant covering a period prior to the Closing Date where such lease year or accounting period begins prior to the Closing Date and ends thereafter shall in both cases be paid to Seller within ten (10) days of receipt by Buyer; and if any tenant’s Space Lease provides for offsets or deductions against percentage rent, then such offsets or deductions shall be prorated in the same manner as the percentage rent itself is prorated. This provision shall survive Closing. 5.1.5 Gas, water, electricity, heat, fuel, sewer and other utilities charges with respect to the period up until Closing shall be paid by Seller. 5.1.6 Common area maintenance expenses and charges shall be prorated. Seller shall be responsible for all common area expenses and charges incurred prior to the Closing Date, and Buyer shall be responsible for the same on and subsequent payment of any assessments or notice of assessments made after the date of execution hereof for any public improvement, provided Buyer takes title hereunder. With respect to the Closing Date. 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, including end-of-year adjustmentssecurity deposits, if any, made by tenants at the Property and actually received in hand by Seller, Buyer shall receive credit therefor. Any deposits on utilities paid by Seller shall be prorated between Seller and Buyer in returned to Seller. The foregoing provisions of this Section 10.1 shall not apply to any taxes, assessments, or other payments which are directly payable by tenants under their leases or reimbursable by such tenants to the following manner: Not later than three (3) days prior to owner of the Property, as landlord, under their leases. On the Date of Closing, Seller shall deliver to Buyer, with regard to each Shopping Center tenant required to pay common area charges (“CAM Charges”) under its lease, a detailed computation showing Buyer all CAM Charge expenses incurred by Seller for inventories of supplies o hand at the period from the beginning of each such tenant’s then current billing period for CAM Charges (e.g., calendar year, lease year, etc.) through the Closing Date, any CAM estimated payments or charges collected by Seller relating to such tenant (hereinafter “CAM Estimates”), and a xxxx for the tenant’s pro rata share of CAM Charges (i.e., for CAM charges through the Closing Date net of any such CAM Estimates held Property owned by Seller), together with all invoices and other evidence documenting such CAM Charges in detail required by such tenant’s lease. Buyer shall send any such bills to tenants promptly following Closing, in which event such tenant shall pay any amount shown due directly to Seller, and except as otherwise stated in Section 5.3.3 below Buyer shall have no responsibility to collect same. However, if any tenant rightfully refuses to pay such xxxx for CAM Charges due through the Closing Dateany, then Buyer shall resubmit such xxxx to any such tenant at the same time as Buyer next submits Buyer’s own xxxx to any such tenant; and any payment thereafter made by any such tenant on account of CAM Charges shall belong to and be forwarded within ten (10) days of its receipt to Seller until Seller’s xxxx is paid in full. Any CAM Estimates for any tenant shall be retained by Seller up to the amount of the pre-Closing CAM Charges payable by such tenant as evidenced by such bills and computations delivered by Seller at Closing, and Buyer shall receive a credit for any excess CAM Estimates collected by Seller. 5.1.7 All prepaid rentals, other prepaid payments (other than monthly real estate tax or CAM estimates or installments), security deposits, electric, gas, sewer and water deposits deposited with Seller by tenants, (including any accrued interest required under any Space Lease on all of the foregoing, unless Seller is entitled to retain the benefit thereof) under any Space Leases, license agreements or concession agreements relating to the Property, shall all belong to Buyer and all shall be assigned and delivered to Buyer at Closing, whereupon Seller shall be released from all liability with respect thereto. At Seller’s option, Buyer shall receive a credit against the cash portion of the Purchase Price in the amount of all such security deposits, and Seller may thereupon retain the same. 5.1.8 Buyer shall not be responsible for any charges, salaries, vacation pay or fringe benefits of employees of Seller prior to or following the Closing and none of the foregoing shall be prorated. 5.2 All prorations and payments to be made under the foregoing provisions shall be made on the basis of a written statement or statements delivered to Buyer by Seller and approved by Buyer. In the event any prorations, apportionments or computation shall prove to be incorrect for any reason, then either party shall be entitled to an adjustment to correct the same, provided that it makes written demand on the one from who it is entitled to such adjustment within three hundred sixty-five (365) days after the erroneous payment or computation was made; this provision shall survive Closing. 5.3 All accounts receivable flowing from the Property shall be treated as follows: 5.3.1 In the event that there remains any unpaid base or minimum rent for a period prior to Closing, all payments of base or minimum rent and other charges due under any tenant Lease received from such tenant subsequent to Closing shall be applied first to sums owed Buyer before any part thereof (if any remaining) shall be paid to Seller on account of any delinquency owing as of Closing. In the event that there remains any unpaid tenant receivable other than base or minimum rent (including without limitation any tax, CAM, insurance or percentage rent payments) for any period prior to Closing, all payments received from any tenant in arrears (whether base or minimum rent or any other amount) shall be applied to any such sums owed Seller from such tenant before any part thereof shall be treated as belonging no additional cost to Buyer. 5.3.2 In the event that any tenant of Seller or Buyer shall hereafter apply or shall have heretofore applied for relief under the provisions of any bankruptcy or similar laws for the protection of debtors, the provisions of Section 5.3.1 shall not apply, and the parties shall have the right to seek collection of their respective accounts, their entitlements being determined by the Closing and the other provisions of this Agreement. Neither party shall have the right to enter into any transactions that purport to compromise claims belonging to the other, without the other party’s prior written consent. 5.3.3 If at the Closing Date any tenants owe Seller any money, Seller shall have the right, subsequent to the Closing for a period of one (1) year, to collect such sums directly from the tenants including bringing lawsuits against the tenants (at Seller’s sole expense) for such collection; provided, however, Seller agrees that any such legal action or collection shall not include any disturbance of the possession, use or occupancy of the tenants or any right to evict the tenants, whether pursuant to the lease provisions or otherwise. 5.4 The provisions of this Article 5 will survive Closing.

Adjustments and Prorations. 5.1 Seller shall be entitled to all income produced from the operation of the Property which is allocable to the period prior to the Closing Date and shall be responsible for all expenses allocable to that period; and Buyer shall be entitled to all income and responsible for all expenses allocable to the period beginning at 12:01 A.M. on the Closing Date. At Closing, all items of income and expense with respect to the Property shall be prorated in accordance with the foregoing principles provisions and the rules for the specific items set forth hereafter: 5.1.1 [Intentionally omittedSeller shall arrange for a billing under all those Service Contracts for which fees are based on usage and with utility companies for a billing for utilities, to include all utilities or service used up to the Closing Date, and Seller shall pay the resultant bills. In the event any of the Service Contracts set forth in Exhibit 3 cover periods beyond the Closing Date the same shall be prorated on a per diem basis.] 5.1.2 Real estate taxes, general, special and/or betterment assessments and personal property taxes shall be prorated for those taxes which are due and payable during the calendar or other fiscal tax year in which as of the Closing Date occurs (to the extent the tax bills for the calendar year in which Closing shall occur have not been issued as of Closing, then such proration shall involve a credit to Buyer for the daily rate of such taxes for the number of days of Seller’s ownership of the Property during such calendar year; to the extent Closing occurs after the applicable tax bills have been issued and have been paid, then such proration shall involve a credit to Seller for the daily rate of such taxes for the number of days of Buyer’s ownership of the Property during such calendar year)Date. In the event that as of the Closing Date the actual tax bills for the tax year or years in question are not available and the amount of taxes to be prorated as aforesaid cannot be ascertained, then rates, millages 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 parties to reflect the actual amount of such taxes. The parties acknowledge that, under its Lease, Wal-Mart is not obligated to reimburse the owner of the Property Wal-Mart’s pro rata share of such taxes but instead pay same directly to the taxing authority so the amount to be credited to Buyer hereunder shall be offset by the amount of taxes payable by Wal-Mart under its Lease. 5.1.3 Rentals and other payments (other than “percentage rent” and common area maintenance charges which are dealt with in Section 5.1.4 and Section 5.1.6) which are payable pursuant to Space Leases shall be prorated on a per diem basis as and when collected (subject to the provisions of Section 5.3). Buyer shall not be obligated to make any payment or give any credit to Seller on account of or by reason of any rental or other payments which are unpaid as of the Closing Date, but shall be required to turn over Seller’s share of the same within ten (10) days if, as and when received by Buyer after the Closing; likewise, provided that the first sums Seller agrees to turn over Buyer’s share of any payments received from any tenant after Closing shall applied to then current rental and other payment obligations of such tenant under its Space Lease, with any remainder being applied tenants applicable to any delinquency existing as period from and after the date of ClosingClosing within ten (10) days of Seller’s receipt of same; this provision shall survive Closing. 5.1.4 Percentage rent, ; if any, payable under each Space Lease shall be prorated with respect to the lease year thereunder in which Closing occurs on a per diem basis as and when collected. Any percentage rent collected by Buyer 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 Closing Date, or (ii) that portion of a lease year or accounting period of such tenant covering a period prior to the Closing Date where such lease year or accounting period begins prior to the Closing Date and ends thereafter shall in both cases be paid to Seller within ten (10) days of receipt by Buyer; and if any tenant’s Space Lease provides for offsets or deductions against percentage rent, then such offsets or deductions shall be prorated in the same manner as the percentage rent itself is prorated. This provision shall survive Closing. 5.1.5 Gas, water, electricity, heat, fuel, sewer and other utilities charges with respect to which Section 5.1.1 cannot be applied, and the governmental licenses, permits and inspection fees and operating expenses relating to the period up until Closing Shopping Center (expressly excluding therefrom, however, such expenses relating to the initial construction of the Shopping Center), shall be paid by Sellerprorated on a per diem basis. 5.1.6 Common area maintenance expenses and charges shall be prorated. Seller shall be responsible for all common area expenses and charges incurred prior to the Closing Date, and Buyer shall be responsible for the same accruing on and subsequent to the Closing Date. 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, including end-of-year adjustments, if any, shall be prorated between Seller and Buyer in the following manner: Not later than three (3) days prior to Closing, Seller shall deliver to Buyer, with regard to each Shopping Center tenant required to pay common area charges (“CAM Charges”) under its lease, a detailed computation showing all CAM Charge expenses incurred by Seller for the period from the beginning of each such tenant’s then current billing period for CAM Charges (e.g., calendar year, lease year, etc.) through the Closing Date, any CAM estimated payments or charges collected by Seller relating to such tenant (hereinafter “CAM Estimates”), and a xxxx for the tenant’s pro rata share of CAM Charges (i.e., for CAM charges through the Closing Date net of any such CAM Estimates held by Seller), together with all invoices and other evidence documenting such CAM Charges in detail required by such tenant’s lease. Buyer shall send any such bills to tenants promptly following Closing, in which event such tenant shall pay any amount shown due directly to Seller, and except as otherwise stated in Section 5.3.3 below Buyer shall have no responsibility to collect same. However, if any tenant rightfully refuses to pay such xxxx for CAM Charges due through the Closing Date, then Buyer shall resubmit such xxxx to any such tenant at the same time as Buyer next submits Buyer’s own xxxx to any such tenant; and any payment thereafter made by any such tenant on account of CAM Charges shall belong to and be forwarded within ten (10) days of its receipt to Seller until Seller’s xxxx is paid in full. Any CAM Estimates for any tenant shall be retained by Seller up to the amount of the pre-Closing CAM Charges payable by such tenant as evidenced by such bills and computations delivered by Seller at Closing, and Buyer shall receive a credit for any excess CAM Estimates collected by Seller. 5.1.7 All prepaid rentals, other prepaid payments (other payments(other than monthly real estate tax or CAM estimates or installments), security depositsdeposits paid pursuant to Space Leases, electric, gas, sewer and water deposits deposited with Seller by tenants, (including any accrued interest required under any Space Lease on all of the foregoing, unless Seller is entitled to retain the benefit thereof) under any Space Leases, license agreements or concession agreements relating to the Property, shall all belong to Buyer and all shall be assigned and delivered to Buyer at Closing, whereupon Seller shall be released from all liability with respect thereto. At Seller’s option, Buyer shall receive a cash credit against the cash portion of the Purchase Price in the amount of all such security depositsSecurity Deposits to be delivered to Buyer at Closing, and Seller may thereupon retain the same. 5.1.8 Buyer shall not be responsible for any charges, salaries, vacation pay or fringe benefits of employees of Seller prior to or following the Closing and none of the foregoing shall be prorated. 5.2 All prorations and payments to be made under the foregoing provisions shall be made on the basis of a written statement or statements delivered to Buyer by Seller and approved by Buyer. In the event any prorations, apportionments or computation shall prove to be incorrect for any reason, then either party shall be entitled to an adjustment to correct the same, provided that it makes written demand on the one from who it is entitled to such adjustment within three hundred sixty-five two (3652) days years after the erroneous payment or computation was made; this provision shall survive Closing. 5.3 All accounts receivable flowing from the Property shall be treated as follows: 5.3.1 Buyer and Seller agree to treat all base or minimum rental payments received from a tenant as applicable to base or minimum rent which was owed by that tenant, if any, first for the month prior to the month in which Closing occurs and next for the month in which Closing occurs until the base or minimum rental amount due to Seller for such periods have been collected. In the event that there remains any unpaid base or minimum rent for a period prior to Closingsuch periods, all payments of base or minimum rent and other charges due under any tenant Lease received from such tenant subsequent to Closing shall be applied first to sums owed Buyer before any part thereof (if any remaining) shall be paid treated as belonging to Seller on account of any delinquency owing as of ClosingSeller. In the event that there remains any unpaid tenant receivable other than base or minimum rent (including without limitation any tax, CAM, insurance or percentage rent payments) for any period prior to Closing, all payments received from any tenant in arrears (whether base or minimum rent or any other amount) shall be applied first to any such sums owed Seller Buyer from such tenant before any part thereof shall be treated as belonging to BuyerSeller. 5.3.2 In the event that any tenant of Seller or Buyer shall hereafter apply or shall have heretofore applied for relief under the provisions of any bankruptcy or similar laws for the protection of debtors, the provisions of Section 5.3.1 shall not apply, and the parties shall have the right to seek collection of their respective accounts, their entitlements being determined by the Closing and the other provisions of this Agreement. Neither party shall have the right to enter into any transactions that purport to compromise claims belonging to the other, without the other party’s prior written consent. 5.3.3 “If at the Closing Date any tenants owe Seller any moneymoney (i.e. reimbursements to Seller for payment of liens or violations on the Property that were created by tenant(s) but that Seller is required hereunder to satisfy in order to effectuate the sale of the Property or rent arrears (which shall include CAM and tax reimbursements)), Seller shall have the right, subsequent to the Closing for a period of one (1) yearClosing, to collect such sums directly from the tenants tenants, including bringing lawsuits against the tenants (at Seller’s sole expense) for such collection (except that Seller is prohibited from bringing a lawsuit against any tenant(s) to collect rent in arrears for a period of thirty (30) days after such dispute or arrears has arisen (the “Buyer Collection Period”); instead Buyer agrees to use commercially reasonable efforts to collect such arrears on Seller’s behalf, if Buyer is unsuccessful in collecting the tenant arrears by the expiration of the Buyer Collection Period, then Seller shall have the right to collect such sums directly form the tenants including bringing lawsuits against the tenants (at Sellers sole expense) for such collection; provided, however, Seller agrees that any such legal action or collection shall not include any disturbance of the possession, use or occupancy of the tenants or any right to evict the tenants, whether pursuant to the lease provisions or otherwise, and Buyer shall at Seller’s expense join in any lawsuit and/or also participate or cooperate with Seller in its collection attempts. Buyer will (at Seller’s expense) join in such a lawsuit or action only if the same does not include or require disturbance of the possession of any tenants.” 5.4 The provisions of this Article 5 will survive Closing5.3.4 In the event Seller has granted rent concessions to tenants under space lease(s) that would extend beyond the Closing Date, Buyer shall receive credit for same.

Adjustments and Prorations. 5.1 Seller shall be entitled to all income produced from the operation of the Property which is allocable to the period prior to the Closing Date Date, provided same is collected by Seller or its agents on or prior to the Closing Date, and shall be responsible for all expenses allocable to that period; and Buyer shall be entitled to all income and responsible for all expenses allocable to the period beginning at 12:01 A.M. on the Closing Date. At Closing, all items of income and expense with respect to the Property shall be prorated in accordance with the foregoing principles and the rules for the specific items set forth hereafter: 5.1.1 [Intentionally omittedSeller shall arrange for a billing under all those Service Contracts (to the extent same are to be assumed by Buyer pursuant to Buyer’s express election prior to the end of the Due Diligence Period (the “Assumed Service Contracts”)) for which fees are based on usage and with utility companies for a billing for utilities, to include all utilities or service used up to the Closing Date, and Seller shall pay the resultant bills. In the event any of the Assumed Service Contracts set forth in Exhibit 3 cover periods beyond the Closing Date the same shall be prorated on a per diem basis.] 5.1.2 Real estate taxes, general, special and/or betterment assessments and personal property taxes shall be prorated for those taxes which are due and payable during the calendar or other fiscal tax year in which the Closing Date occurs (to the extent the tax bills for the calendar year in which Closing shall occur have not been issued as of Closing, then such proration shall involve a credit to Buyer for the daily rate of such taxes for the number of days of Seller’s ownership of the Property during such calendar year; to the extent Closing occurs after the applicable tax bills have been issued and have been paid, then such proration shall involve a credit to Seller for the daily rate of such taxes for the number of days of Buyer’s ownership of the Property during such calendar year)occurs. In the event that as of the Closing Date the actual tax bills for the tax year or years in question are not available and the amount of taxes to be prorated as aforesaid cannot be ascertained, then rates, millages 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 parties to reflect the actual amount of such taxes. The parties acknowledge that, under its Lease, Wal-Mart is not obligated to reimburse the owner of the Property Wal-Mart’s pro rata share of such taxes but instead pay same directly to the taxing authority so the amount to be credited to Buyer hereunder shall be offset by the amount of taxes payable by Wal-Mart under its Lease. 5.1.3 Rentals Rentals, hot and cooled water charges, electricity and other utility charges and all other additional rent and other payments (other than “percentage rent” and common area maintenance charges which are dealt with in Section 5.1.4 and Section 5.1.6) which are payable pursuant to Space Leases shall be prorated on a per diem basis as and when collected (subject to the provisions of Section 5.3). Buyer shall not be obligated to make any payment or give any credit to Seller on account of or by reason of any rental or other payments which are unpaid as of the Closing Date, but shall be required to turn over Seller’s share of the same within ten (10) days if, as and when received by Buyer after the Closing, provided that the first sums received from any tenant after Closing shall applied to then current rental and other payment obligations of such tenant under its Space Leaseincome to Seller, with any remainder being applied to any delinquency existing as of Closing; this provision shall survive Closing. 5.1.4 Percentage rentincluding income received or receivable by Seller for vending machines, if any, payable under each Space Lease shall be prorated with respect to prorated. All of the lease year thereunder items mentioned in this Section which Closing occurs on a per diem basis as are due and when collected. Any percentage rent collected by Buyer 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 payable prior to the Closing Date, or (ii) that portion but which have not been collected by Seller, shall be pro-rated as follows at Closing: Current rental income shall be pro-rated as of a lease year or accounting period of such tenant covering a period prior to the Closing Date. Income received on the Closing Date where such lease year or accounting period begins prior to the Closing Date and ends thereafter shall in both cases be paid to Seller within ten (10) days of receipt by Buyer; and if any tenant’s Space Lease provides for offsets or deductions against percentage rent, then such offsets or deductions shall be prorated in credited to Buyer. All accounts not yet paid and delinquent 30 days or less shall be considered paid for pro-ration calculations. All accounts not yet paid and delinquent 31 days or more shall become the same manner as the percentage rent itself is proratedproperty of Buyer with no pro-ration. This provision All prepaid rents shall survive Closingbe transferred to Buyer. All deposits shall be transferred to Buyer. 5.1.5 Gas, water, electricity, heat, fuel, sewer and other utilities charges 5.1.4 Seller shall pay Metro the entire termination fee due to Metro with respect to the period up until Closing shall be paid by Seller. 5.1.6 Common area maintenance expenses and charges shall be prorated. Seller shall be responsible for all common area expenses and charges incurred prior to termination of the Closing Dateaforementioned Metro Management Agreement; or, and Buyer shall be responsible for the same on and subsequent to the Closing Date. 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, including end-of-year adjustments, if any, shall be prorated between Seller and Buyer in the following manner: Not later than three (3) days prior to Closing, Seller shall deliver to Buyer, with regard to each Shopping Center tenant required to pay common area charges (“CAM Charges”) under its lease, a detailed computation showing all CAM Charge expenses incurred by Seller for the period from the beginning of each such tenant’s then current billing period for CAM Charges (e.g., calendar year, lease year, etc.) through the Closing Date, any CAM estimated payments or charges collected by Seller relating to such tenant (hereinafter “CAM Estimates”), and a xxxx for the tenant’s pro rata share of CAM Charges (i.e., for CAM charges through the Closing Date net of any such CAM Estimates held by Seller), together with all invoices and other evidence documenting such CAM Charges in detail required by such tenant’s lease. Buyer shall send any such bills to tenants promptly following Closing, in which event such tenant shall pay any amount shown due directly to Seller, and except as otherwise stated in Section 5.3.3 below Buyer shall have no responsibility to collect same. However, if any tenant rightfully refuses to pay such xxxx for CAM Charges due through the Closing Date, then Buyer shall resubmit such xxxx to any such tenant at the same time as Buyer next submits Buyer’s own xxxx to any such tenant; and any payment thereafter made by any such tenant on account of CAM Charges shall belong to and be forwarded within ten (10) days of its receipt to Seller until Seller’s xxxx is paid in full. Any CAM Estimates for any tenant shall be retained by Seller up to the amount of the pre-Closing CAM Charges payable by such tenant as evidenced by such bills and computations delivered by Seller at Closingelection, and Buyer shall receive a credit against the Purchase Price in the amount of such fee, in which event, Buyer shall make such payment to Metro. 5.1.5 All utility company charges, for periods up to but not including the Closing Date (including electricity, water and sewer) shall be Seller's responsibility. Adjustments for utilities respecting periods during which Closing occurs shall be based upon the next xxxx received and such adjustment shall occur after the Closing Date. Seller shall retain the right to the refund of all utility deposits. With respect to any excess CAM Estimates collected by Sellerutility adjustment, Seller shall endeavor to obtain meter (or other measuring device) readings of the utility consumption as of the Closing Date and, wherever possible, Seller shall pay directly to the utility company the amount determined to be due as of the Closing Date. 5.1.6 [Intentionally deleted.] 5.1.7 All prepaid rentals, other prepaid payments (other than monthly real estate tax or CAM estimates or installments)payments, security deposits, electric, gas, sewer and water deposits deposited with Seller by tenants, (including any accrued interest required under any Space Lease on all of the foregoing, unless Seller is entitled to retain the benefit thereof) under any Space Leases, license agreements or concession agreements relating to the Property, shall all belong to Buyer and all shall be assigned and delivered to Buyer at Closing, whereupon Seller shall be released from all liability with respect thereto. At Seller’s option, Buyer shall receive a cash credit against the cash portion of the Purchase Price in the amount of all such security depositsdeposits relating to the Space Leases, and Seller may thereupon retain the same. 5.1.8 Buyer shall not be responsible for any charges, commissions, salaries, vacation pay or fringe benefits of employees of Seller Seller, or of Seller’s agents, brokers or other independent contractors, or any employees of such agents or other contractors prior to or following the Closing and none of the foregoing shall be prorated. 5.2 All prorations and payments to be made under the foregoing provisions shall be made on the basis of a written statement or statements delivered to Buyer by Seller and approved by Buyer. In the event any prorations, apportionments or computation shall prove to be incorrect for any reason, then either party shall be entitled to an adjustment to correct the same, provided that it makes written demand on the one from who it is entitled to such adjustment within three hundred sixty-five (365) days after the erroneous payment or computation was made; this provision shall survive Closing. 5.3 All accounts receivable flowing from the Property shall be treated as follows: 5.3.1 In the event that there remains any unpaid base or minimum rent for a period prior to Closing, all payments of base or minimum rent and other charges due under any tenant Lease received from such tenant subsequent to Closing shall be applied first to sums owed Buyer before any part thereof (if any remaining) shall be paid to Seller on account of any delinquency owing as of Closing. In the event that there remains any unpaid tenant receivable other than base or minimum rent (including without limitation any tax, CAM, insurance or percentage rent payments) for any period prior to Closing, all payments received from any tenant in arrears (whether base or minimum rent or any other amount) shall be applied to any such sums owed Seller from such tenant before any part thereof shall be treated as belonging to Buyer. 5.3.2 In the event that any tenant of Seller or Buyer shall hereafter apply or shall have heretofore applied for relief under the provisions of any bankruptcy or similar laws for the protection of debtors, the provisions of Section 5.3.1 shall not apply, and the parties shall have the right to seek collection of their respective accounts, their entitlements being determined by the Closing and the other provisions of this Agreement. Neither party shall have the right to enter into any transactions that purport to compromise claims belonging to the other, without the other party’s prior written consent. 5.3.3 If at the Closing Date any tenants owe Seller any money, Seller shall have the right, subsequent to the Closing for a period of one (1) year, to collect such sums directly from the tenants including bringing lawsuits against the tenants (at Seller’s sole expense) for such collection; provided, however, Seller agrees that any such legal action or collection shall not include any disturbance of the possession, use or occupancy of the tenants or any right to evict the tenants, whether pursuant to the lease provisions or otherwise. 5.4 The provisions of this Article 5 will survive Closing.

Adjustments and Prorations. 5.1 Seller shall be entitled to all income produced from the operation of the Property which is allocable to the period prior to the Closing Date and shall be responsible for all expenses allocable to that period; and Buyer shall be entitled to all income and responsible for all expenses allocable to the period beginning at 12:01 A.M. on the Closing Date. At Closing, all items of income and expense with respect to the Property shall be prorated in accordance with the foregoing principles provisions and the rules for the specific items set forth hereafter: 5.1.1 [Intentionally omittedSeller shall arrange for a billing under all those Service Contracts for which fees are based on usage and with utility companies for a billing for utilities, to include all utilities or service used up to the Closing Date, and Seller shall pay the resultant bills. In the event any of the Service Contracts set forth in EXHIBIT 3 cover periods beyond the Closing Date the same shall be prorated on a per diem basis.] 5.1.2 Real estate taxes, general, special and/or betterment assessments and personal property taxes shall be prorated for those taxes which are due and payable during the calendar or other fiscal tax year in which as of the Closing Date occurs (to the extent the tax bills for the calendar year in which Closing shall occur have not been issued as of Closing, then such proration shall involve a credit to Buyer for the daily rate of such taxes for the number of days of Seller’s ownership of the Property during such calendar year; to the extent Closing occurs after the applicable tax bills have been issued and have been paid, then such proration shall involve a credit to Seller for the daily rate of such taxes for the number of days of Buyer’s ownership of the Property during such calendar year)Date. In the event that as of the Closing Date the actual tax bills for the tax year or years in question are not available and the amount of taxes to be prorated as aforesaid cannot be ascertained, then rates, millages 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 parties to reflect the actual amount of such taxes. The parties acknowledge that, under its Lease, Wal-Mart is not obligated to reimburse the owner of the Property Wal-Mart’s pro rata share of such taxes but instead pay same directly to the taxing authority so the amount to be credited to Buyer hereunder shall be offset by the amount of taxes payable by Wal-Mart under its Lease. 5.1.3 Rentals and other payments (other than “"percentage rent” " and common area maintenance charges which are dealt with in Section SECTION 5.1.4 and Section SECTION 5.1.6) which are payable pursuant to Space Leases shall be prorated on a per diem basis as and when collected (subject to the provisions of Section 5.3). Buyer shall not be obligated to make any payment or give any credit to Seller on account of or by reason of any rental or other payments which are unpaid as of the Closing Date, but shall be required to turn over Seller’s 's share of the same within ten (10) days if, as and when received by Buyer after the Closing; likewise, provided that the first sums Seller agrees to turn over Buyer's share of any payments received from any tenant after Closing shall applied to then current rental and other payment obligations of such tenant under its Space Lease, with any remainder being applied tenants applicable to any delinquency existing as period from and after the date of ClosingClosing within ten (10) days of Seller's receipt of same; this provision shall survive Closing. 5.1.4 Percentage rent, ; if any, payable under each Space Lease shall be prorated with respect to the lease year thereunder in which Closing occurs on a per diem basis as and when collected. Any percentage rent collected by Buyer 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 Closing Date, or (ii) that portion of a lease year or accounting period of such tenant covering a period prior to the Closing Date where such lease year or accounting period begins prior to the Closing Date and ends thereafter shall in both cases be paid to Seller within ten (10) days of receipt by Buyer; and if any tenant’s 's Space Lease provides for offsets or deductions against percentage rent, then such offsets or deductions shall be prorated in the same manner as the percentage rent itself is prorated. This provision shall survive Closing. 5.1.5 Gas, water, electricity, heat, fuel, sewer and other utilities charges with respect to which SECTION 5. 1.1 cannot be applied, and the governmental licenses, permits and inspection fees and operating expenses relating to the period up until Closing Shopping Center (expressly excluding therefrom, however, such expenses relating to the initial construction of the Shopping Center), shall be paid by Sellerprorated on a per diem basis. 5.1.6 Common area maintenance expenses and charges shall be prorated. Seller shall be responsible for all common area expenses and charges incurred prior to the Closing Date, and Buyer shall be responsible for the same accruing on and subsequent to the Closing Date. 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, including end-of-year adjustments, if any, shall be prorated between Seller and Buyer in the following manner: Not later than three (3) days prior to Closing, Seller shall deliver to Buyer, with regard to each Shopping Center tenant required to pay common area charges (“"CAM Charges”") under its lease, a detailed computation showing all CAM Charge expenses incurred by Seller for the period from the beginning of each such tenant’s 's then current billing period for CAM Charges (e.g., calendar year, lease year, etc.) through the Closing Date, any CAM estimated payments or charges collected by Seller relating to such tenant (hereinafter “"CAM Estimates”"), and a xxxx for the tenant’s 's pro rata share of CAM Charges (i.e., for CAM charges through the Closing Date net of any such CAM Estimates held by Seller), together with all invoices and other evidence documenting such CAM Charges in detail required by such tenant’s 's lease. Buyer shall send any such bills to tenants promptly following Closing, in which event such tenant shall pay any amount shown due directly to Seller, and except as otherwise stated in Section 5.3.3 below Buyer shall have no responsibility to collect same. However, if any tenant rightfully refuses to pay such xxxx for CAM Charges due through the Closing Date, then Buyer shall resubmit such xxxx to any such tenant at the same time as Buyer next submits Buyer’s 's own xxxx to any such tenant; and any payment thereafter made by any such tenant on account of CAM Charges shall belong to and be forwarded within ten (10) days of its receipt to Seller until Seller’s 's xxxx is paid in full. Any CAM Estimates for any tenant shall be retained by Seller up to the amount of the pre-Closing CAM Charges payable by such tenant as evidenced by such bills and computations delivered by Seller at Closing, and Buyer shall receive a credit for any excess CAM Estimates collected by Seller. 5.1.7 All prepaid rentals, other prepaid payments (other than monthly real estate tax or CAM estimates or installments), security depositsdeposits paid pursuant to Space Leases, electric, gas, sewer and water deposits deposited with Seller by tenants, (including any accrued interest required under any Space Lease on all of the foregoing, unless Seller is entitled to retain the benefit thereof) under any Space Leases, license agreements or concession agreements relating to the Property, shall all belong to Buyer and all shall be assigned and delivered to Buyer at Closing, whereupon Seller shall be released from all liability with respect thereto. At Seller’s 's option, Buyer shall receive a cash credit against the cash portion of the Purchase Price in the amount of all such security depositsSecurity Deposits to be delivered to Buyer at Closing, and Seller may thereupon retain the same. 5.1.8 Buyer shall not be responsible for any charges, salaries, vacation pay or fringe benefits of employees of Seller prior to or following the Closing and none of the foregoing shall be prorated. 5.2 All prorations and payments to be made under the foregoing provisions shall be made on the basis of a written statement or statements delivered to Buyer by Seller and approved by Buyer. In the event any prorations, apportionments or computation shall prove to be incorrect for any reason, then either party shall be entitled to an adjustment to correct the same, provided that it makes written demand on the one from who it is entitled to such adjustment within three hundred sixty-five two (3652) days years after the erroneous payment or computation was made; this provision shall survive Closing. 5.3 All accounts receivable flowing from the Property shall be treated as follows: 5.3.1 Buyer and Seller agree to treat all base or minimum rental payments received from a tenant as applicable to base or minimum rent which was owed by that tenant, if any, first for the month prior to the month in which Closing occurs and next for the month in which Closing occurs until the base or minimum rental amount due to Seller for such periods have been collected. In the event that there remains any unpaid base or minimum rent for a period prior to Closingsuch periods, all payments of base or minimum rent and other charges due under any tenant Lease received from such tenant subsequent to Closing shall be applied first to sums owed Buyer before any part thereof (if any remaining) shall be paid treated as belonging to Seller on account of any delinquency owing as of ClosingSeller. In the event that there remains any unpaid tenant receivable other than base or minimum rent (including without limitation any tax, CAM, insurance or percentage rent payments) for any period prior to Closing, all payments received from any tenant in arrears (whether base or minimum rent or any other amount) shall be applied first to any such sums owed Seller Buyer from such tenant before any part thereof shall be treated as belonging to BuyerSeller. 5.3.2 In the event that any tenant of Seller or Buyer shall hereafter apply or shall have heretofore applied for relief under the provisions of any bankruptcy or similar laws for the protection of debtors, the provisions of Section SECTION 5.3.1 shall not apply, and the parties shall have the right to seek collection of their respective accounts, their entitlements being determined by the Closing and the other provisions of this Agreement. Neither party shall have the right to enter into any transactions that purport to compromise claims belonging to the other, without the other party’s 's prior written consent. 5.3.3 If at the Closing Date any tenants owe Seller any moneymoney (i.e. reimbursements to Seller for payment of liens or violations on the Property that were created by tenant(s) but that Seller is required hereunder to satisfy in order to effectuate the sale of the Property or rent arrears (which shall include CAM and tax reimbursements)), Seller shall have the right, subsequent to the Closing for a period of one (1) yearClosing, to collect such sums directly from the tenants, including bringing lawsuits against the tenants (at Seller's sole expense) for such collection (except that Seller is prohibited from bringing a lawsuit against any tenant(s) to collect rent in arrears for a period of thirty (30) days after such dispute or arrears has arisen (the "Buyer Collection Period"); instead Buyer agrees to use commercially reasonable efforts to collect such arrears on Seller's behalf, if Buyer is unsuccessful in collecting the tenant arrears by the expiration of the Buyer Collection Period, then Seller shall have the right to collect such sums directly form the tenants including bringing lawsuits against the tenants (at Seller’s Sellers sole expense) for such collection; provided, however, Seller agrees that any such legal action or collection shall not include any disturbance of the possession, use or occupancy of the tenants or any right to evict the tenants, whether pursuant to the lease provisions or otherwise, and Buyer shall at Seller's expense join in any lawsuit and/or also participate or cooperate with Seller in its collection attempts. Buyer will (at Seller's expense) join in such a lawsuit or action only if the same does not include or require disturbance of the possession of any tenants." 5.3.4 In the event Seller has granted rent concessions to tenants under space lease(s) that would extend beyond the Closing Date, Buyer shall receive credit for same. 5.4 Fixed Minimum Rent as defined in the Ground Leases, due under the Ground Leases and payments due under the Tallahassee Land Agreement shall be prorated on a per diem basis. Overage Rent as defined in the Ground Leases, shall be pro rated on a per diem basis with respect to Fixed Minimum Rent component at Closing, with adjustment to be made after the end of the applicable Lease Year, as to any changes and/or adjustments as a result of Percentage Rent paid by subtenants as defined therein, for such Lease Year. 5.5 The provisions of this Article 5 will survive Closing.

Adjustments and Prorations. 5.1 Adjustments and prorations with respect to the Property shall be computed and determined between the parties as of 12:01 a.m. Pacific Time on the Closing Date as follows: (a) General real estate taxes, special assessments and personal property taxes shall be prorated as of the Closing Date based on the then current taxes (if known, based on final tax bills for such period, and if not known, based on the most recent ascertainable taxes) and the special assessments due and owing prior to Closing, and Seller or Purchaser shall receive a credit at Closing, as appropriate. Without affecting the obligations set forth in this Section 12, the prorations for real and personal property taxes shall be equitably prorated on a “net” basis (i.e., adjusted for all tenants’ liabilities and payments of additional rent under the Leases for proportionate share of taxes and assessments if any, for such items). If final taxes or special assessments are not known as of the Closing, the parties agree to reprorate when such amounts become known. (b) All amounts payable, owing or incurred in connection with the Property under the Contracts to be retained by the Company shall be prorated as of the Closing Date. (c) All utility deposits, if any, may be withdrawn by and refunded to Seller, and Purchaser shall make replacement deposits on behalf of the Company for utilities as may be required by the respective utilities involved. (d) All utility charges that are not separately metered shall be prorated to the Closing Date and Seller shall be entitled to all income produced from the operation of the Property which is allocable to obtain a final billing therefor and pay any amounts owing therein for the period prior to the Closing Date and Purchaser shall be responsible pay any amounts owing for all expenses allocable to that period; and Buyer shall be entitled to all income and responsible for all expenses allocable to the period beginning at 12:01 A.M. on and after the Closing Date. At To the extent that utility bills cannot be handled in the foregoing manner, they shall be prorated as of the Closing Date based on the most recent bills available and reprorated when such final bills become known. (e) Seller and Purchaser agree that as soon as reasonably possible after the close of the calendar year of the Closing, all the parties shall undertake a final master, taxes and other pass-throughs. Such reconciliation shall be final. For purposes hereof, Seller and Purchaser shall each prepare tenant reconciliations for their respective applicable periods of ownership of the Interests. Purchaser shall transmit such information to the tenants. (f) Unless provided otherwise hereinabove, such other items as are customarily prorated in a purchase and sale of income the type contemplated hereunder shall be prorated as of the Closing Date. (g) All insurance policies shall be terminated as of the Closing Date and expense there shall be no proration with respect to these items. (h) Each of the Property provisions of this Section 12 shall be prorated in accordance survive the Closing until the later of (i) one (1) year from the date of Closing or (ii) with respect to real estate taxes three (3) months after the foregoing principles and issuance of the rules final tax bills for the specific items set forth hereafter: 5.1.1 [Intentionally omitted.] 5.1.2 Real estate taxes, general, special and/or betterment assessments and personal property taxes shall be prorated for those taxes which are due and payable during the calendar or other fiscal tax year in which the Closing Date occurs (to the extent the tax bills for the calendar year in which Closing shall occur have not been issued as of Closing, then such proration shall involve a credit to Buyer for the daily rate of such taxes for the number of days of Seller’s ownership of the Property during such calendar year; to the extent Closing occurs after the applicable tax bills have been issued and have been paid, then such proration shall involve a credit to Seller for the daily rate of such taxes for the number of days of Buyer’s ownership of the Property during such calendar year). In the event that as of the Closing Date the actual tax bills for the tax year or years in question are not available and the amount of taxes to be prorated as aforesaid cannot be ascertained, then rates, millages 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 parties to reflect the actual amount of such taxes. The parties acknowledge that, under its Lease, Wal-Mart is not obligated to reimburse the owner of the Property Wal-Mart’s pro rata share of such taxes but instead pay same directly to the taxing authority so the amount to be credited to Buyer hereunder shall be offset by the amount of taxes payable by Wal-Mart under its Leaseoccurs. 5.1.3 Rentals and other payments (other than “percentage rent” and common area maintenance charges which are dealt with in Section 5.1.4 and Section 5.1.6) which are payable pursuant to Space Leases shall be prorated on a per diem basis as and when collected (subject to the provisions of Section 5.3). Buyer shall not be obligated to make any payment or give any credit to Seller on account of or by reason of any rental or other payments which are unpaid as of the Closing Date, but shall be required to turn over Seller’s share of the same within ten (10) days if, as and when received by Buyer after the Closing, provided that the first sums received from any tenant after Closing shall applied to then current rental and other payment obligations of such tenant under its Space Lease, with any remainder being applied to any delinquency existing as of Closing; this provision shall survive Closing. 5.1.4 Percentage rent, if any, payable under each Space Lease shall be prorated with respect to the lease year thereunder in which Closing occurs on a per diem basis as and when collected. Any percentage rent collected by Buyer 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 Closing Date, or (ii) that portion of a lease year or accounting period of such tenant covering a period prior to the Closing Date where such lease year or accounting period begins prior to the Closing Date and ends thereafter shall in both cases be paid to Seller within ten (10) days of receipt by Buyer; and if any tenant’s Space Lease provides for offsets or deductions against percentage rent, then such offsets or deductions shall be prorated in the same manner as the percentage rent itself is prorated. This provision shall survive Closing. 5.1.5 Gas, water, electricity, heat, fuel, sewer and other utilities charges with respect to the period up until Closing shall be paid by Seller. 5.1.6 Common area maintenance expenses and charges shall be prorated. Seller shall be responsible for all common area expenses and charges incurred prior to the Closing Date, and Buyer shall be responsible for the same on and subsequent to the Closing Date. 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, including end-of-year adjustments, if any, shall be prorated between Seller and Buyer in the following manner: Not later than three (3) days prior to Closing, Seller shall deliver to Buyer, with regard to each Shopping Center tenant required to pay common area charges (“CAM Charges”) under its lease, a detailed computation showing all CAM Charge expenses incurred by Seller for the period from the beginning of each such tenant’s then current billing period for CAM Charges (e.g., calendar year, lease year, etc.) through the Closing Date, any CAM estimated payments or charges collected by Seller relating to such tenant (hereinafter “CAM Estimates”), and a xxxx for the tenant’s pro rata share of CAM Charges (i.e., for CAM charges through the Closing Date net of any such CAM Estimates held by Seller), together with all invoices and other evidence documenting such CAM Charges in detail required by such tenant’s lease. Buyer shall send any such bills to tenants promptly following Closing, in which event such tenant shall pay any amount shown due directly to Seller, and except as otherwise stated in Section 5.3.3 below Buyer shall have no responsibility to collect same. However, if any tenant rightfully refuses to pay such xxxx for CAM Charges due through the Closing Date, then Buyer shall resubmit such xxxx to any such tenant at the same time as Buyer next submits Buyer’s own xxxx to any such tenant; and any payment thereafter made by any such tenant on account of CAM Charges shall belong to and be forwarded within ten (10) days of its receipt to Seller until Seller’s xxxx is paid in full. Any CAM Estimates for any tenant shall be retained by Seller up to the amount of the pre-Closing CAM Charges payable by such tenant as evidenced by such bills and computations delivered by Seller at Closing, and Buyer shall receive a credit for any excess CAM Estimates collected by Seller. 5.1.7 All prepaid rentals, other prepaid payments (other than monthly real estate tax or CAM estimates or installments), security deposits, electric, gas, sewer and water deposits deposited with Seller by tenants, (including any accrued interest required under any Space Lease on all of the foregoing, unless Seller is entitled to retain the benefit thereof) under any Space Leases, license agreements or concession agreements relating to the Property, shall all belong to Buyer and all shall be assigned and delivered to Buyer at Closing, whereupon Seller shall be released from all liability with respect thereto. At Seller’s option, Buyer shall receive a credit against the cash portion of the Purchase Price in the amount of all such security deposits, and Seller may thereupon retain the same. 5.1.8 Buyer shall not be responsible for any charges, salaries, vacation pay or fringe benefits of employees of Seller prior to or following the Closing and none of the foregoing shall be prorated. 5.2 All prorations and payments to be made under the foregoing provisions shall be made on the basis of a written statement or statements delivered to Buyer by Seller and approved by Buyer. In the event any prorations, apportionments or computation shall prove to be incorrect for any reason, then either party shall be entitled to an adjustment to correct the same, provided that it makes written demand on the one from who it is entitled to such adjustment within three hundred sixty-five (365) days after the erroneous payment or computation was made; this provision shall survive Closing. 5.3 All accounts receivable flowing from the Property shall be treated as follows: 5.3.1 In the event that there remains any unpaid base or minimum rent for a period prior to Closing, all payments of base or minimum rent and other charges due under any tenant Lease received from such tenant subsequent to Closing shall be applied first to sums owed Buyer before any part thereof (if any remaining) shall be paid to Seller on account of any delinquency owing as of Closing. In the event that there remains any unpaid tenant receivable other than base or minimum rent (including without limitation any tax, CAM, insurance or percentage rent payments) for any period prior to Closing, all payments received from any tenant in arrears (whether base or minimum rent or any other amount) shall be applied to any such sums owed Seller from such tenant before any part thereof shall be treated as belonging to Buyer. 5.3.2 In the event that any tenant of Seller or Buyer shall hereafter apply or shall have heretofore applied for relief under the provisions of any bankruptcy or similar laws for the protection of debtors, the provisions of Section 5.3.1 shall not apply, and the parties shall have the right to seek collection of their respective accounts, their entitlements being determined by the Closing and the other provisions of this Agreement. Neither party shall have the right to enter into any transactions that purport to compromise claims belonging to the other, without the other party’s prior written consent. 5.3.3 If at the Closing Date any tenants owe Seller any money, Seller shall have the right, subsequent to the Closing for a period of one (1) year, to collect such sums directly from the tenants including bringing lawsuits against the tenants (at Seller’s sole expense) for such collection; provided, however, Seller agrees that any such legal action or collection shall not include any disturbance of the possession, use or occupancy of the tenants or any right to evict the tenants, whether pursuant to the lease provisions or otherwise. 5.4 The provisions of this Article 5 will survive Closing.

Adjustments and Prorations. 5.1 Seller shall be entitled to all income produced from the operation of the Property which is allocable to the period prior to the Closing Date and shall be responsible for all expenses allocable to that period; and Buyer shall be entitled to all income and responsible for all expenses allocable to the period beginning at 12:01 A.M. on the Closing Date. At Closing, all items of income and expense with respect to the Property shall be prorated in accordance with the foregoing principles provisions and the rules for the specific items set forth hereafter: 5.1.1 [Intentionally omittedSeller shall arrange for a billing under all those Service Contracts for which fees are based on usage and with utility companies for a billing for utilities, to include all utilities or service used up to the Closing Date, and Seller shall pay the resultant bills. In the event any of the Service Contracts set forth in Exhibit 3 cover periods beyond the Closing Date the same shall be prorated on a per diem basis.] 5.1.2 Real estate taxes, general, special and/or betterment assessments and personal property taxes shall be prorated for 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. Seller shall pay at or prior to Closing (or Buyer shall receive credit for) those unpaid taxes which are due and payable during the calendar or other fiscal tax year in which attributable to periods prior to the Closing Date occurs (to the extent the tax bills for the calendar year in which Closing shall occur have not been issued as of Closing, then such proration shall involve a credit to Buyer for the daily rate of such taxes for the number of days of Seller’s ownership of the Property during such calendar year; to the extent Closing occurs after the applicable tax bills have been issued and have been paid, then such proration shall involve a credit to Seller for the daily rate of such taxes for the number of days of Buyer’s ownership of the Property during such calendar year)Date. In the event that as of the Closing Date the actual tax bills for the tax year or years in question are not available and the amount of taxes to be prorated as aforesaid cannot be ascertained, then rates, millages 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 parties to reflect the actual amount of such taxes. The parties acknowledge that, under its Lease, Wal-Mart is not obligated to reimburse the owner of the Property Wal-Mart’s pro rata share of such taxes but instead pay same directly to the taxing authority so the amount to be credited to Buyer hereunder shall be offset by the amount of taxes payable by Wal-Mart under its Lease. 5.1.3 Rentals and other payments (other than “percentage rent” and common area maintenance charges which are dealt with in Section 5.1.4 and Section 5.1.6) which are payable pursuant to Space Leases shall be prorated on a per diem basis as and when collected (subject to the provisions of Section 5.3). Buyer shall not be obligated to make any payment or give any credit to Seller on account of or by reason of any rental or other payments which are unpaid as of the Closing Date, but shall be required to turn over Seller’s share of the same within ten (10) days if, as and when received by Buyer after the Closing; likewise, provided that the first sums Seller agrees to turn over Buyer’s share of any payments received from any tenant after Closing shall applied to then current rental and other payment obligations of such tenant under its Space Lease, with any remainder being applied tenants applicable to any delinquency existing as period from and after the date of ClosingClosing within ten (10) days of Seller’s receipt of same; this provision shall survive Closing. 5.1.4 Percentage rent, ; if any, payable under each Space Lease shall be prorated with respect to the lease year thereunder in which Closing occurs on a per diem basis as and when collected. Any percentage rent collected by Buyer 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 Closing Date, or (ii) that portion of a lease year or accounting period of such tenant covering a period prior to the Closing Date where such lease year or accounting period begins prior to the Closing Date and ends thereafter shall in both cases be paid to Seller within ten (10) days of receipt by Buyer; and if any tenant’s Space Lease provides for offsets or deductions against percentage rent, then such offsets or deductions shall be prorated in the same manner as the percentage rent itself is prorated. This provision shall survive Closing. 5.1.5 Gas, water, electricity, heat, fuel, sewer and other utilities charges with respect to which Section 5.1.1 cannot be applied, and the governmental licenses, permits and inspection fees and operating expenses relating to the period up until Closing Shopping Center (expressly excluding therefrom, however, such expenses relating to the initial construction of the Shopping Center), shall be paid by Sellerprorated on a per diem basis. 5.1.6 Common area maintenance expenses and charges shall be prorated. Seller shall be responsible for all common area expenses and charges incurred prior to the Closing Date, and Buyer shall be responsible for the same accruing on and subsequent to the Closing Date. 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, including end-of-year adjustments, if any, shall be prorated between Seller and Buyer in the following manner: Not later than three (3) days prior to Closing, Seller shall deliver to Buyer, with regard to each Shopping Center tenant required to pay common area charges (“CAM Charges”) under its lease, a detailed computation showing all CAM Charge expenses incurred by Seller for the period from the beginning of each such tenant’s then current billing period for CAM Charges (e.g., calendar year, lease year, etc.) through the Closing Date, any CAM estimated payments or charges collected by Seller relating to such tenant (hereinafter “CAM Estimates”), and a xxxx for the tenant’s pro rata share of CAM Charges (i.e., for CAM charges through the Closing Date net of any such CAM Estimates held by Seller), together with all invoices and other evidence documenting such CAM Charges in detail required by such tenant’s lease. Buyer shall send any such bills to tenants promptly following Closing, in which event such tenant shall pay any amount shown due directly to Seller, and except as otherwise stated in Section 5.3.3 below Buyer shall have no responsibility to collect same. However, if any tenant rightfully refuses to pay such xxxx for CAM Charges due through the Closing Date, then Buyer shall resubmit such xxxx to any such tenant at the same time as Buyer next submits Buyer’s own xxxx to any such tenant; and any payment thereafter made by any such tenant on account of CAM Charges shall belong to and be forwarded within ten (10) days of its receipt to Seller until Seller’s xxxx is paid in full. Any CAM Estimates for any tenant shall be retained by Seller up to the amount of the pre-Closing CAM Charges payable by such tenant as evidenced by such bills and computations delivered by Seller at Closing, and Buyer shall receive a credit for any excess CAM Estimates collected by Seller. 5.1.7 All prepaid rentals, other prepaid payments (other payments(other than monthly real estate tax or CAM estimates or installments), security depositsdeposits paid pursuant to Space Leases, electric, gas, sewer and water deposits deposited with Seller by tenants, (including any accrued interest required under any Space Lease on all of the foregoing, unless Seller is entitled to retain the benefit thereof) under any Space Leases, license agreements or concession agreements relating to the Property, shall all belong to Buyer and all shall be assigned and delivered to Buyer at Closing, whereupon Seller shall be released from all liability with respect thereto. At Seller’s option, Buyer shall receive a cash credit against the cash portion of the Purchase Price in the amount of all such security depositsSecurity Deposits to be delivered to Buyer at Closing, and Seller may thereupon retain the same. 5.1.8 Buyer shall not be responsible for any charges, salaries, vacation pay or fringe benefits of employees of Seller prior to or following the Closing and none of the foregoing shall be prorated. 5.2 All prorations and payments to be made under the foregoing provisions shall be made on the basis of a written statement or statements delivered to Buyer by Seller and approved by Buyer. In the event any prorations, apportionments or computation shall prove to be incorrect for any reason, then either party shall be entitled to an adjustment to correct the same, provided that it makes written demand on the one from who it is entitled to such adjustment within three hundred sixty-five two (3652) days years after the erroneous payment or computation was made; this provision shall survive Closing. 5.3 All accounts receivable flowing from the Property shall be treated as follows: 5.3.1 Buyer and Seller agree to treat all base or minimum rental payments received from a tenant as applicable to base or minimum rent which was owed by that tenant, if any, first for the month prior to the month in which Closing occurs and next for the month in which Closing occurs until the base or minimum rental amount due to Seller for such periods have been collected. In the event that there remains any unpaid base or minimum rent for a period prior to Closingsuch periods, all payments of base or minimum rent and other charges due under any tenant Lease received from such tenant subsequent to Closing shall be applied first to sums owed Buyer before any part thereof (if any remaining) shall be paid treated as belonging to Seller on account of any delinquency owing as of ClosingSeller. In the event that there remains any unpaid tenant receivable other than base or minimum rent (including without limitation any tax, CAM, insurance or percentage rent payments) for any period prior to Closing, all payments received from any tenant in arrears (whether base or minimum rent or any other amount) shall be applied first to any such sums owed Seller Buyer from such tenant before any part thereof shall be treated as belonging to BuyerSeller. 5.3.2 In the event that any tenant of Seller or Buyer shall hereafter apply or shall have heretofore applied for relief under the provisions of any bankruptcy or similar laws for the protection of debtors, the provisions of Section 5.3.1 shall not apply, and the parties shall have the right to seek collection of their respective accounts, their entitlements being determined by the Closing and the other provisions of this Agreement. Neither party shall have the right to enter into any transactions that purport to compromise claims belonging to the other, without the other party’s prior written consent. 5.3.3 “If at the Closing Date any tenants owe Seller any moneymoney (i.e. reimbursements to Seller for payment of liens or violations on the Property that were created by tenant(s) but that Seller is required hereunder to satisfy in order to effectuate the sale of the Property or rent arrears (which shall include CAM and tax reimbursements)), Seller shall have the right, subsequent to the Closing for a period of one (1) yearClosing, to collect such sums directly from the tenants tenants, including bringing lawsuits against the tenants (at Seller’s sole expense) for such collection (except that Seller is prohibited from bringing a lawsuit against any tenant(s) to collect rent in arrears for a period of thirty (30) days after such dispute or arrears has arisen (the “Buyer Collection Period”); instead Buyer agrees to use commercially reasonable efforts to collect such arrears on Seller’s behalf, if Buyer is unsuccessful in collecting the tenant arrears by the expiration of the Buyer Collection Period, then Seller shall have the right to collect such sums directly form the tenants including bringing lawsuits against the tenants (at Sellers sole expense) for such collection; provided, however, Seller agrees that any such legal action or collection shall not include any disturbance of the possession, use or occupancy of the tenants or any right to evict the tenants, whether pursuant to the lease provisions or otherwise, and Buyer shall at Seller’s expense join in any lawsuit and/or also participate or cooperate with Seller in its collection attempts. Buyer will (at Seller’s expense) join in such a lawsuit or action only if the same does not include or require disturbance of the possession of any tenants.” 5.3.4 In the event Seller has granted rent concessions to tenants under space lease(s) that would extend beyond the Closing Date, Buyer shall receive credit for same. 5.4 If Buyer accepts the environmental condition of the Property during the Due Diligence Period, then, prior to the expiration of the Due Diligence Period, Seller and Buyer shall reasonably agree upon a credit to be given to Buyer at Closing for the purpose of post-closing environmental monitoring. 5.5 The provisions of this Article 5 will survive Closing.

Adjustments and Prorations. 5.1 Seller shall be entitled to all income produced from the operation of the Property which is allocable to the period prior to the Closing Date and shall be responsible for all expenses allocable to that period; and Buyer shall be entitled to all income and responsible for all expenses allocable to the period beginning at 12:01 A.M. on the Closing Date. At Closing, all items of income and expense with respect to the Property shall be prorated in accordance with the foregoing principles provisions and the rules for the specific items set forth hereafter: 5.1.1 [Intentionally omittedSeller shall arrange for a billing under a11 those Service Contracts for which fees are based on usage and with utility companies for a billing for utilities, to include all utilities or service used up to the Closing Date, and Seller shall pay the resultant bills. In the event any of the Service Contracts set forth in EXHIBIT 3 cover periods beyond the Closing Date the same shall be prorated on a per diem basis.] 5.1.2 Real estate taxes, general, special and/or betterment assessments and personal property taxes shall be prorated for those taxes which are due and payable during the calendar or other fiscal tax year in which as of the Closing Date occurs (to the extent the tax bills for the calendar year in which Closing shall occur have not been issued as of Closing, then such proration shall involve a credit to Buyer for the daily rate of such taxes for the number of days of Seller’s ownership of the Property during such calendar year; to the extent Closing occurs after the applicable tax bills have been issued and have been paid, then such proration shall involve a credit to Seller for the daily rate of such taxes for the number of days of Buyer’s ownership of the Property during such calendar year)Date. In the event that as of the Closing Date the actual tax bills for the tax year or years in question are not available and the amount of taxes to be prorated as aforesaid cannot be ascertained, then rates, millages 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 parties to reflect the actual amount of such taxes. The parties acknowledge that, under its Lease, Wal-Mart is not obligated to reimburse the owner of the Property Wal-Mart’s pro rata share of such taxes but instead pay same directly to the taxing authority so the amount to be credited to Buyer hereunder shall be offset by the amount of taxes payable by Wal-Mart under its Lease. 5.1.3 Rentals and other payments (other than “"percentage rent” " and common area maintenance charges which are dealt with in Section SECTION 5.1.4 and Section SECTION 5.1.6) which are payable pursuant to Space Leases shall be prorated on a per diem basis as and when collected (subject to the provisions of Section 5.3). Buyer shall not be obligated to make any payment or give any credit to Seller on account of or by reason of any rental or other payments which are unpaid as of the Closing Date, but shall be required to turn over Seller’s 's share of the same within ten (10) days if, as and when received by Buyer after the Closing; likewise, provided that the first sums Seller agrees to turn over Buyer's share of any payments received from any tenant after Closing shall applied to then current rental and other payment obligations of such tenant under its Space Lease, with any remainder being applied tenants applicable to any delinquency existing as period from and after the date of ClosingClosing within ten (10) days of Seller's receipt of same; this provision shall survive Closing. 5.1.4 Percentage rent, ; if any, payable under each Space Lease shall be prorated with respect to the lease year thereunder in which Closing occurs on a per diem basis as and when collected. Any percentage rent collected by Buyer 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 Closing Date, or (ii) that portion of a lease year or accounting period of such tenant covering a period prior to the Closing Date where such lease year or accounting period begins prior to the Closing Date and ends thereafter shall in both cases be paid to Seller within ten (10) days of receipt by Buyer; and if any tenant’s 's Space Lease provides for offsets or deductions against percentage rent, then such offsets or deductions shall be prorated in the same manner as the percentage rent itself is prorated. This provision shall survive Closing. 5.1.5 Gas, water, electricity, heat, fuel, sewer and other utilities charges with respect to which SECTION 5. 1.1 cannot be applied, and the governmental licenses, permits and inspection fees and operating expenses relating to the period up until Closing Shopping Center (expressly excluding therefrom, however, such expenses relating to the initial construction of the Shopping Center), shall be paid by Sellerprorated on a per diem basis. 5.1.6 Common area maintenance expenses and charges shall be prorated. Seller shall be responsible for all common area expenses and charges incurred prior to the Closing Date, and Buyer shall be responsible for the same accruing on and subsequent to the Closing Date. 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, including end-of-year adjustments, if any, shall be prorated between Seller and Buyer in the following manner: Not later than three (3) days prior to Closing, Seller shall deliver to Buyer, with regard to each Shopping Center tenant required to pay common area charges (“"CAM Charges”") under its lease, a detailed computation showing all CAM Charge expenses incurred by Seller for the period from the beginning of each such tenant’s 's then current billing period for CAM Charges (e.g., calendar year, lease year, etc.) through the Closing Date, any CAM estimated payments or charges collected by Seller relating to such tenant (hereinafter “"CAM Estimates”"), and a xxxx for the tenant’s 's pro rata share of CAM Charges (i.e., for CAM charges through the Closing Date net of any such CAM Estimates held by Seller), together with all invoices and other evidence documenting such CAM Charges in detail required by such tenant’s 's lease. Buyer shall send any such bills to tenants promptly following Closing, in which event such tenant shall pay any amount shown due directly to Seller, and except as otherwise stated in Section 5.3.3 below Buyer shall have no responsibility to collect same. However, if any tenant rightfully refuses to pay such xxxx for CAM Charges due through the Closing Date, then Buyer shall resubmit such xxxx to any such tenant at the same time as Buyer next submits Buyer’s 's own xxxx to any such tenant; and any payment thereafter made by any such tenant on account of CAM Charges shall belong to and be forwarded within ten (10) days of its receipt to Seller until Seller’s 's xxxx is paid in full. Any CAM Estimates for any tenant shall be retained by Seller up to the amount of the pre-Closing CAM Charges payable by such tenant as evidenced by such bills and computations delivered by Seller at Closing, and Buyer shall receive a credit for any excess CAM Estimates collected by Seller. 5.1.7 All prepaid rentals, other prepaid payments (other payments(other than monthly real estate tax or CAM estimates or installments), security depositsdeposits paid pursuant to Space Leases, electric, gas, sewer and water deposits deposited with Seller by tenants, (including any accrued interest required under any Space Lease on all of the foregoing, unless Seller is entitled to retain the benefit thereof) under any Space Leases, license agreements or concession agreements relating to the Property, shall all belong to Buyer and all shall be assigned and delivered to Buyer at Closing, whereupon Seller shall be released from all liability with respect thereto. At Seller’s 's option, Buyer shall receive a cash credit against the cash portion of the Purchase Price in the amount of all such security depositsSecurity Deposits to be delivered to Buyer at Closing, and Seller may thereupon retain the same. 5.1.8 Buyer shall not be responsible for any charges, salaries, vacation pay or fringe benefits of employees of Seller prior to or following the Closing and none of the foregoing shall be prorated. 5.2 All prorations and payments to be made under the foregoing provisions shall be made on the basis of a written statement or statements delivered to Buyer by Seller and approved by Buyer. In the event any prorations, apportionments or computation shall prove to be incorrect for any reason, then either party shall be entitled to an adjustment to correct the same, provided that it makes written demand on the one from who it is entitled to such adjustment within three hundred sixty-five two (3652) days years after the erroneous payment or computation was made; this provision shall survive Closing. 5.3 All accounts receivable flowing from the Property shall be treated as follows: 5.3.1 Buyer and Seller agree to treat all base or minimum rental payments received from a tenant as applicable to base or minimum rent which was owed by that tenant, if any, first for the month prior to the month in which Closing occurs and next for the month in which Closing occurs until the base or minimum rental amount due to Seller for such periods have been collected. In the event that there remains any unpaid base or minimum rent for a period prior to Closingsuch periods, all payments of base or minimum rent and other charges due under any tenant Lease received from such tenant subsequent to Closing shall be applied first to sums owed Buyer before any part thereof (if any remaining) shall be paid treated as belonging to Seller on account of any delinquency owing as of ClosingSeller. In the event that there remains any unpaid tenant receivable other than base or minimum rent (including without limitation any tax, CAM, insurance or percentage rent payments) for any period prior to Closing, all payments received from any tenant in arrears (whether base or minimum rent or any other amount) shall be applied first to any such sums owed Seller Buyer from such tenant before any part thereof shall be treated as belonging to BuyerSeller. 5.3.2 In the event that any tenant of Seller or Buyer shall hereafter apply or shall have heretofore applied for relief under the provisions of any bankruptcy or similar laws for the protection of debtors, the provisions of Section SECTION 5.3.1 shall not apply, and the parties shall have the right to seek collection of their respective accounts, their entitlements being determined by the Closing and the other provisions of this Agreement. Neither party shall have the right to enter into any transactions that purport to compromise claims belonging to the other, without the other party’s 's prior written consent. 5.3.3 If at the Closing Date any tenants owe Seller any moneymoney (i.e. reimbursements to Seller for payment of liens or violations on the Property that were created by tenant(s) but that Seller is required hereunder to satisfy in order to effectuate the sale of the Property), Seller shall have the right, subsequent to the Closing for a period of one (1) yearClosing, to collect such sums directly from the tenants tenants, including bringing lawsuits against the tenants (at Seller’s 's sole expense) for such collectioncollection (except that Seller is prohibited from bringing a lawsuit against any tenant(s) to collect rent arrears; instead Buyer agrees to use commercially reasonable efforts to collect such arrears on Seller's behalf); provided, however, Seller agrees that any such legal action or collection shall not include any disturbance of the possession, use or occupancy of the tenants or any right to evict the tenants, whether pursuant to the lease provisions or otherwise, and Buyer shall at Seller's expense join in any lawsuit and/or also participate or cooperate with Seller in its collection attempts. Buyer will (at Seller's expense) join in such a lawsuit or action only if the same does not include or require disturbance of the possession of any tenants. 5.3.4 In the event Seller has granted rent concessions to tenants under space lease(s) that would extend beyond the Closing Date, Buyer shall receive credit for same. 5.4 The provisions of this Article 5 will survive Closing.