Common use of Adjustments and Prorations Clause in Contracts

Adjustments and Prorations. In addition to the Purchase Price payable pursuant to Article 3 of this Agreement and the increases, decreases and adjustments to the Cash Portion of the Purchase Price provided for elsewhere in this Agreement, Purchaser and Seller shall, on an accrual basis, also make the adjustments thereto provided for in this Article 13, which (except as otherwise expressly provided) are to be apportioned with respect to the Property as of the Cut-off Time (such that the period preceding the Closing Date shall be for the account of Seller and the period from and after the Closing Date shall be for the account of Purchaser) and, to the extent possible, settled at Closing: (a) HOTEL REVENUES AND RECEIVABLES. All Hotel Revenues and the Receivables shall be prorated as of the Cut-off Time; provided, however, that Hotel Revenues and the Receivables with respect to Hotel Revenues arising from the letting of Hotel guest rooms for the night immediately preceding the Closing Date shall be shared equally by Seller and Purchaser. Purchaser shall not be obligated to pay Seller for any of the Receivables. Following the Closing, Seller shall have the right to collect the Receivables. Purchaser shall have no obligation to pursue collection of the Receivables, but, if Purchaser should receive any payment on account of any of the Receivables at any time following the Closing, Purchaser shall promptly remit such payment to Seller. If Seller should receive any payment on account of any Hotel Revenue relating to periods of time after the Closing, Seller shall promptly remit such payment to Purchaser. Purchaser will, subject to the provisions of Section 13.1(b) below, honor, for its account, the terms and rates of all the Bookings entered into by Seller or Manager prior to the Closing Date, but confirmed for periods of time after the Closing Date. Any down payments on such confirmed Bookings and other advance payments made with respect to Bookings for dates on or after the Closing Date will be credited to Purchaser at the Closing.

Adjustments and Prorations. In addition to the Purchase Price payable pursuant to Article 3 of this Agreement and the increases, decreases and adjustments to the Cash Portion All prorations will be computed as of the Purchase Price provided day before the Closing Date (“Proration Date”) so that Purchaser shall receive the benefit of the rent and be responsible for elsewhere in this Agreement, Purchaser and Seller shall, on an accrual basis, also make the adjustments thereto provided for in this Article 13, which (except as otherwise expressly provided) are to be apportioned with respect to expenses of the Property as of the Cut-off Time Proration Date. At least five (such that the period preceding the Closing Date shall be for the account of Seller and the period from and after the Closing Date shall be for the account of Purchaser5) and, to the extent possible, settled at Closing: (a) HOTEL REVENUES AND RECEIVABLES. All Hotel Revenues and the Receivables shall be prorated as of the Cut-off Time; provided, however, that Hotel Revenues and the Receivables with respect to Hotel Revenues arising from the letting of Hotel guest rooms for the night immediately preceding the Closing Date shall be shared equally by Seller and Purchaser. Purchaser shall not be obligated to pay Seller for any of the Receivables. Following the Closing, Seller shall have the right to collect the Receivables. Purchaser shall have no obligation to pursue collection of the Receivables, but, if Purchaser should receive any payment on account of any of the Receivables at any time following the Closing, Purchaser shall promptly remit such payment to Seller. If Seller should receive any payment on account of any Hotel Revenue relating to periods of time after the Closing, Seller shall promptly remit such payment to Purchaser. Purchaser will, subject to the provisions of Section 13.1(b) below, honor, for its account, the terms and rates of all the Bookings entered into by Seller or Manager days prior to the Closing Date, Seller shall provide to Purchaser a reconciliation, on a tenant by tenant basis, of all rents (as defined below) for the Property for the current year. The term “Rents,” as used in this Agreement, shall include any and all payments due to Seller under the applicable Space Leases from tenants under the applicable Space Leases, including, but confirmed not limited to, pass-through charges for periods real estate taxes, property insurance and common area maintenance charges. Notwithstanding anything to the contrary contained herein, the obligations of Purchaser and Seller in this Section 6 shall survive Closing. Prior to Closing, Seller shall have performed (and settled) all reconciliations with tenants under the Space Leases for all years prior to the year of the Closing. 6.1 No arrearages of Rents for months prior to the month in which the Proration Date occurs will be prorated. Provided that Seller has provided Purchaser with full, complete and correct documentary support for all Rent arrearages, Purchaser shall make reasonable commercial efforts (not including resorting to litigation, termination or recovery of possession) at Seller’s expense to collect such Rent arrearages and upon receipt thereof shall pay such amounts to Seller. Any amounts collected from any tenant having an unpaid Rent balance as of the Closing shall be applied in the manner indicated by the tenant on its payment, and if none is indicated, then first to Purchaser for amounts currently owing, then to the month of Closing, adjusted between Seller and Purchaser, then to Purchaser for Rents delinquent as of the date of collection and accruing after the Closing, and then to Seller to the extent of arrearages of Rent prior to Closing. 6.2 Base rent under the Space Leases prepaid for any time after the Closing Date. Any down payments on such confirmed Bookings Proration Date and other advance payments made with respect to Bookings for dates on or after the Closing Date security deposits will be credited to Purchaser at the Closing. Any letters of credits shall be transferred to Purchaser with all transfer fees paid by Seller.

Adjustments and Prorations. In addition (a) Subject to the Purchase Price payable pursuant to Article 3 terms of this Agreement and the increases, decreases and adjustments to the Cash Portion of the Purchase Price provided for elsewhere in this Agreement, Purchaser all revenues and Seller shall, on an accrual basis, also make all expenses arising from the adjustments thereto provided for in this Article 13, which (except as otherwise expressly provided) are to be apportioned with respect to the Property as of the Cut-off Time (such that the period preceding the Closing Date shall be for the account of Seller and the period from and after the Closing Date shall be for the account of Purchaser) and, to the extent possible, settled at Closing: (a) HOTEL REVENUES AND RECEIVABLES. All Hotel Revenues and the Receivables Business shall be prorated as of the Cut-off Time; provided, however, that Hotel Revenues and the Receivables with respect to Hotel Revenues arising from the letting of Hotel guest rooms for the night immediately preceding the Closing Date shall be shared equally by between Seller and Purchaser. Purchaser shall not be obligated to pay Seller for any of the Receivables. Following the Closing, Seller shall have the right to collect the Receivables. Purchaser shall have no obligation to pursue collection of the Receivables, but, if Purchaser should receive any payment on account of any of the Receivables at any time following the Closing, Purchaser shall promptly remit such payment to Seller. If Seller should receive any payment on account of any Hotel Revenue relating to periods of time after the Closing, Seller shall promptly remit such payment to Purchaser. Purchaser will, Buyer in accordance with GAAP and subject to the provisions of Section 13.1(b) below, honor, for its account, general principle that Seller shall receive the terms and rates benefit of all revenues, and be responsible for all costs, expenses and Liabilities, allocable to the Bookings entered into by Seller or Manager Business for the period prior to the Closing Date, but confirmed and Buyer shall receive the benefit of all revenues, and be responsible for periods of time all costs, expenses and Liabilities, allocable to the Business on or after the Closing Date. Any down payments on such confirmed Bookings , including that Seller shall receive a credit for all prepaid expenses (including prepaid tower rent) and other advance payments made deposits paid by Seller with respect to Bookings for dates the Business as of the Closing Date. Seller shall be entitled to all revenue and bear all expenses and Liabilities related to the Excluded Assets and the Non-Assumed Liabilities both prior to and after the Closing Date, provided, however, that Seller shall not be obligated to credit or otherwise compensate Buyer with respect to any obligation to broadcast advertising on or after the Closing Date will pursuant to Barter Agreements, regardless of whether the goods or services received pursuant to such Barter Agreements are Excluded Assets, but Buyer shall assume the obligation to broadcast advertising pursuant to Barter Agreements only to the extent provided in Section 4.1 of the Time Brokerage Agreement. (b) Seller shall prepare and submit to Buyer, not later than five business days prior to the Closing Date, a good faith written estimate after due analysis and identification of the adjustments and prorations set forth in subsection (a) above (the “Adjustments”) in accordance with this Section 2.3, along with Seller’s estimate of the Purchase Price resulting from the Adjustments (“Seller’s Estimate”). After delivery of Seller’s Estimate, including all supporting documentation of any proposed Adjustments, Buyer and Seller shall in good faith attempt to resolve prior to Closing any disputes between them with respect to the determination of the Closing Cash Payment. If as of Closing any items shall be credited in dispute between them with respect to Purchaser at the ClosingClosing Cash Payment, Seller’s Estimate, as adjusted to reflect any changes to the Adjustments agreed to by the Parties, shall be used as the amount of the Closing Cash Payment payable by Buyer on the Closing Date, with such disputed items to be settled between the Parties following Closing pursuant to subsections (c) and (d) below. (c) Buyer shall prepare and submit to Seller, not later than thirty days following the Closing Date, Buyer’s written good faith determination of the Adjustments, including any changes to the preliminary Adjustments used to determine the Closing Cash Payment and all supporting documentation of any additions or modifications to the preliminary Adjustments, along with a calculation of the Purchase Price resulting from the Adjustments as determined by Buyer (“Buyer’s Calculation”). After delivery of Buyer’s determination of the Adjustments and Buyer’s Calculation to Seller, Seller may furnish Buyer, within fifteen business days following delivery of Buyer’s Calculation, with written notification setting forth in reasonable detail any disputes Seller has with Buyer’s determination of the Adjustments and Buyer’s Calculation. In the event that Seller does not provide such a written notification within such fifteen day period, Seller shall be deemed to have accepted the Adjustments and Buyer’s Calculation, which shall be final, binding and conclusive. In the event any such written notification is timely provided, then Buyer and Seller shall, for a period of ten business days, in good faith attempt to resolve any disputes between them with respect to the determination of the Purchase Price, with each Party claiming an adjustment to its credit providing the other with any documentation reasonably requested by the other Party to determine the appropriateness of such claimed Adjustment. In no event shall Buyer or Seller be permitted to dispute any item or amount that was agreed to by the Parties prior to Closing in the determination of the Closing Cash Payment. (d) If, following such ten business day period, the Parties cannot agree on the amount of the final Adjustments, the determination shall be made by a national or regional accounting firm jointly designated by the Parties (the “Auditor”). The Auditor shall make the determination based on GAAP in effect on the Closing Date. Either Party may invoke the use of the Auditor by notifying the other Party in writing. In the event that either Party invokes the use of the Auditor, there shall be a thirty day period (the “Discovery Period”) when the Parties may request of and shall provide to each other in writing or computer format where appropriate any documentation or records in the possession of the other Party that are related to a claim or defense to be made to the Auditor. Fifteen business days after the expiration of the Discovery Period, the Parties shall have the opportunity to present their claims and supporting documentation to the Auditor. The Parties shall use their commercially reasonable efforts to cause the Auditor to render a decision within fifteen business days. The decision of the Auditor shall be final and binding on the Parties and shall not be subject to any judicial challenge by either Party. Within five business days after the Auditor provides the determination to the Parties, payment in accordance with that determination shall be made by the appropriate Party by wire transfer of immediately available funds, to an account designated by the Party entitled to receive such payment. The expenses of the Auditor shall be paid by the Party which, based on the Auditor’s resolution of the disputed item(s), is not the prevailing Party.

Adjustments and Prorations. In addition The following matters and items pertaining to the Purchase Price payable pursuant Property shall be apportioned between the parties hereto or, where applicable, credited in total to Article 3 a particular party, as of this Agreement and 12:01 a.m. Cleveland, Ohio time on the increases, decreases and adjustments to Closing Date (the Cash Portion “Cutoff Time”). Net credits in favor of Buyer shall be deducted from the balance of the Purchase Price provided for elsewhere at the Closing, and net credits in this Agreement, Purchaser and favor of Seller shall, on an accrual basis, also make the adjustments thereto provided for in this Article 13, which (except as otherwise expressly provided) are to shall be apportioned with respect added to the Property balance of the Purchase Price at the Closing. Unless otherwise indicated below, Buyer shall receive a credit for any of the following items to the extent the same are accrued but unpaid as of the Cut-off Cutoff Time (such that whether or not due, owing or delinquent as of the period preceding Cutoff Time), and Seller shall receive a credit to the extent any of the following items shall have been paid prior to the Closing Date shall be for the account of Seller and the period from and after the Closing Date shall be for the account of Purchaser) and, to the extent possible, settled at Closingthe payment thereof relates to any period of time after the Cutoff Time: (a) HOTEL REVENUES AND RECEIVABLES. All Guest ledger receivables (e.g., all amounts, including, without limitation, room charges, food and beverage charges, telephone, in-room movies and any and all incidental charges accrued to the accounts of guests occupying rooms in the Hotel Revenues and as of the Receivables Cutoff Time) shall be prorated as of the Cut-off Cutoff Time between Buyer and Seller. Seller shall receive a credit for all guest ledger receivables for all room nights up to and including the room night during which the Cutoff Time occurs, and Buyer shall be entitled to the amounts of guest ledger receivables for the room nights after the Cutoff Time; provided. All restaurant and bar facilities will be closed as of the Cutoff Time, howeverand Seller shall receive the income from the same until the Cutoff Time. (b) All nondelinquent ad valorem taxes, that Hotel Revenues special or general assessments, real and personal property taxes, hotel occupancy tax, water and sewer rents, rates and charges, vault charges, and any municipal permit fees shall be prorated as of the Receivables Cutoff Time between Buyer and Seller by Escrow Agent. Seller shall be charged with such taxes and assessments for all periods up to, but not including, the date on which the Cutoff Time occurs, and Buyer shall be entitled to a credit for said taxes and assessments. Notwithstanding the foregoing, real property taxes shall be pro rated based upon the date of assessment and Seller shall be responsible for all real estate taxes payable in 2005 (with respect to Hotel Revenues arising from the letting 2004 tax year) and its pro rata portion payable in 2006 (with respect to the 2005 tax year). If the amount of Hotel guest rooms any such item is not ascertainable on the Closing Date, the credit therefor shall be based on the most recent available bxxx and adjusted as necessary post-closing as contemplated in Section 9.2. (c) Telephone and telex contracts and contracts for the night immediately preceding supply of heat, steam, electric power, gas, lighting and any other utility service shall be prorated as of the Cutoff Time between Buyer and Seller by the Escrow Agent. Seller shall receive a credit for all deposits, if any, made by Seller as security under any such public service contracts if the same are transferable and provided such deposits remain on deposit for the benefit of Buyer. Where possible, cutoff readings will be secured for all utilities as of the Cutoff Time. To the extent they are not available, the cost of such utilities shall be apportioned between the parties on the basis of the latest actual (not estimated) bxxx for such service and adjusted as necessary post-closing as contemplated in Section 9.2. (d) Any amounts prepaid or payable under the Ground Lease, any Contracts, Personal Property Leases or Tenant Leases shall be prorated as of the Cutoff Time between Buyer and Seller by the Escrow Agent. All amounts known to be due under the Ground Lease, the Contracts and Personal Property Leases with reference to periods prior to the Closing Date shall be shared equally by Seller and Purchaser. Purchaser shall not be obligated to pay Seller for any of the Receivables. Following the Closing, Seller shall have the right to collect the Receivables. Purchaser shall have no obligation to pursue collection of the Receivables, but, if Purchaser should receive any payment on account of any of the Receivables at any time following the Closing, Purchaser shall promptly remit such payment to Seller. If Seller should receive any payment on account of any Hotel Revenue relating to periods of time after the Closing, Seller shall promptly remit such payment to Purchaser. Purchaser will, subject to the provisions of Section 13.1(b) below, honor, for its account, the terms and rates of all the Bookings entered into paid by Seller or Manager prior credited to Buyer as a reduction of the Purchase Price. Rents (including percentage rents) and other payments due under Tenant Leases shall be adjusted at Closing based on current information. Any additional amounts not known and any final calculation of percentage rent not available at the Closing will be part of the post-closing adjustments contemplated in Section 9.2. (e) Fees paid for transferable Permits in the current period shall be prorated as of the Cutoff Time between Buyer and Seller by the Escrow Agent. (f) Buyer shall receive a credit for advance payments, if any, under bookings to the Closing Date, but confirmed for periods of time extent the bookings relate to a period after the Closing Date. Any down payments Cutoff Time and have been incurred in accordance with the terms hereof. (g) Vending machine monies will be removed by Seller as of the Cutoff Time for the benefit of Seller. (h) All cash on such confirmed Bookings and other advance payments made with respect to Bookings for dates hand in house banks (including the general manager’s pxxxx cash fund) on or after the morning of the Closing Date will shall become the property of Buyer and the amount thereof shall be credited to Purchaser Seller at the Closing. (i) Buyer shall be entitled to a credit for all security and other deposits held by Seller as of the Cutoff Time with respect to Tenant Leases, Personal Property Leases and Contracts, to the extent Buyer assumes such leases and contracts. (j) Seller shall pay the fees applicable to recording the deed and any other documents to be recorded hereunder. Buyer shall pay all transfer taxes (including personal property taxes), and one-half of the escrow fees incidental to the Closing. Buyer shall pay all fees and costs associated with title insurance and preparing or updating a survey.

Adjustments and Prorations. In addition The following matters and items pertaining to the Purchase Price payable pursuant Purchased Assets shall be apportioned between the parties hereto or, where applicable, credited in total to Article 3 a particular party, as of this Agreement and 12:01 a.m. on the increases, decreases and adjustments to Closing Date (the Cash Portion "CUTOFF TIME"). Net credits in favor of Buyer shall be deducted from the balance of the Purchase Price provided for elsewhere at the Closing, and net credits in this Agreement, Purchaser and favor of Seller shall, on an accrual basis, also make the adjustments thereto provided for in this Article 13, which (except as otherwise expressly provided) are to shall be apportioned with respect added to the Property balance of the Purchase Price at the Closing. Unless otherwise indicated below, Buyer shall receive a credit for any of the following items to the extent the same are accrued but unpaid as of the Cut-off Cutoff Time (such that whether or not due, owing or delinquent as of the period preceding Cutoff Time), and Seller shall receive a credit to the extent any of the following items shall have been paid prior to the Closing Date shall be for the account of Seller and the period from and after the Closing Date shall be for the account of Purchaser) and, to the extent possible, settled at Closingthe payment thereof relates to any period of time after the Cutoff Time: (a) HOTEL REVENUES AND RECEIVABLES. All Guest ledger receivables (e.g., all amounts, including, without limitation, room charges, food and beverage charges, telephone, in-room movies and any and all incidental charges accrued to the accounts of guests occupying rooms in the Hotel Revenues and as of the Receivables Cutoff Time) shall be prorated as of the Cut-off Cutoff Time between Buyer and Seller. Seller shall receive a credit for all guest ledger receivables for all room nights up to and including the room night during which the Cutoff Time occurs, and Buyer shall be entitled to the amounts of guest ledger receivables for the room nights after the Cutoff Time; provided. All restaurant and bar facilities will be closed as of the Cutoff Time, however, that Hotel Revenues and Seller shall receive the Receivables with respect to Hotel Revenues arising income from the letting same until the Cutoff Time. (b) All nondelinquent ad valorem taxes, special or general assessments, real and personal property taxes, hotel occupancy tax, water and sewer rents, rates and charges, vault charges, and any municipal permit fees shall be prorated as of Hotel guest rooms the Cutoff Time between Buyer and Seller by Escrow Agent. Seller shall be charged with such taxes and assessments accrued up to, but not including, the date on which the Cutoff Time occurs, and Buyer shall be entitled to a credit for said taxes and assessments. If the amount of any such item is not ascertainable on the Closing Date, the credit therefor shall be based on the most recent available xxxx and adjusted as necessary post-closing as contemplated in Section 9.2. (c) Telephone and telex contracts and contracts for the night immediately preceding supply of heat, steam, electric power, gas, lighting and any other utility service shall be prorated as of the Cutoff Time between Buyer and Seller by the Escrow Agent. Seller shall receive a credit for all deposits, if any, made by Seller as security under any such public service contracts if the same are transferable and provided such deposits remain on deposit for the benefit of Buyer. Where possible, cutoff readings will be secured for all utilities as of the Cutoff Time. To the extent they are not available, the cost of such utilities shall be apportioned between the parties on the basis of the latest actual (not estimated) xxxx for such service and adjusted as necessary post-closing as contemplated in Section 9.2. (d) Any amounts prepaid or payable by Seller or Seller's Manager under any surviving Contracts, Personal Property Leases, Tenant Leases or otherwise shall be prorated as of the Cutoff Time between Buyer and Seller by the Escrow Agent. Such amounts include but are not limited to, prepaid advertising fees, prepaid permits and licenses, prepaid dues and subscriptions, prepaid maintenance, prepaid accounting and legal services, prepaid franchise taxes and fees, prepaid visitor and convention bureau fees and prepaid utilities. Evidence supporting these items will be provided to the Buyer at closing in determination of prorata credit to the Seller. All amounts known to be due under the Contracts and Personal Property Leases with reference to periods prior to the Closing Date shall be shared equally by Seller and Purchaser. Purchaser shall not be obligated to pay Seller for any of the Receivables. Following the Closing, Seller shall have the right to collect the Receivables. Purchaser shall have no obligation to pursue collection of the Receivables, but, if Purchaser should receive any payment on account of any of the Receivables at any time following the Closing, Purchaser shall promptly remit such payment to Seller. If Seller should receive any payment on account of any Hotel Revenue relating to periods of time after the Closing, Seller shall promptly remit such payment to Purchaser. Purchaser will, subject to the provisions of Section 13.1(b) below, honor, for its account, the terms and rates of all the Bookings entered into paid by Seller or Manager prior credited to Buyer as a reduction of the Purchase Price. Rents (including percentage rents) and other payments due under Tenant Leases shall be adjusted at Closing based on current information. Any additional amounts not known and any final calculation of percentage rent not available at the Closing will be part of the post-closing adjustments contemplated in Section 9.2. (e) Fees paid for transferable Permits in the current period shall be prorated as of the Cutoff Time between Buyer and Seller by the Escrow Agent. (f) Buyer shall receive a credit for advance payments, if any, under bookings to the extent the bookings relate to a period after the Cutoff Time and have been incurred in accordance with the terms hereof. (g) Vending machine monies will be removed by Seller as of the Cutoff Time for the benefit of Seller. (h) All cash on hand in house banks (including the general manager's xxxxx cash fund) on the morning of the Closing DateDate shall become the property of Buyer and the amount thereof shall be credited to Seller at the Closing. (i) Buyer shall be entitled to a credit for all security and other deposits held by Seller as of the Cutoff Time with respect to Tenant Leases, but confirmed Personal Property Leases and Contracts, to the extent Buyer assumes such leases and contracts. (j) Seller shall pay for periods all transfer, documentary stamp and sales taxes and fees (including State and County mortgage and deed taxes). Buyer and Seller shall each pay one-half of time after the escrow fees incidental to the Closing. Buyer shall pay for the all costs and fees incurred in connection with obtaining title insurance, including, without limitation, all costs and fees related to title premiums, title searches and title endorsements. Buyer shall pay for all costs and fees associated with obtaining a Survey of the Real Property. Buyer shall pay any mortgage taxes incurred in connection with any financing of the Purchased Assets. (k) Seller shall receive a credit equal to Seller's replacement cost for all (i) unopened boxes of Consumables, unless the condition of such Consumables renders such Consumables unusable in the ordinary course of business at the Hotel and (ii) new and unused Operating Equipment at the Hotel as of the Closing Date. Any down payments This Section 9.1(k) shall be void and of no force and effect if Buyer delivers written notice to Seller at least 15 days prior to Closing that Buyer does not desire to purchase the Consumables and Operating Equipment. Following receipt of such notice, Seller shall be permitted to remove the Consumables and Operating Equipment from the Hotel. (l) Such other items as are provided for in this Agreement or as are normally prorated and adjusted in the sale of real property or of a hotel shall be prorated as of the Cutoff Time. (m) All city ledger accounts receivable (excluding guest ledger receivables described in Section 9.1(a) above) generated from the operation of the Hotel prior to the Cutoff Time (the "PRE-CLOSING CITY LEDGER ACCOUNTS"), shall remain the property of Seller and shall not be transferred to Buyer. There shall be no adjustment to the Purchase Price for the Pre-Closing City Ledger Accounts. All accounts payable from the operation of the Hotel prior to the Cutoff Time (the "PRE-CLOSING ACCOUNTS PAYABLE"), shall be paid by Seller and shall not become the obligations of Buyer. There shall be no adjustment to the Purchase Price for the Pre-Closing Accounts Payable. Buyer shall (i) on such confirmed Bookings a monthly basis, provide Seller with a listing of collections made on each Pre-Closing City Ledger Account and other advance payments made (ii) on a weekly basis, remit to Seller all amounts paid to Buyer with respect to Bookings for dates on or after the Pre-Closing Date will be credited to Purchaser at the ClosingCity Ledger Accounts.

Adjustments and Prorations. In addition (a) Subject to the Purchase Price payable pursuant to Article 3 terms of this Agreement and the increases, decreases and adjustments to the Cash Portion of the Purchase Price provided for elsewhere in this Agreement, Purchaser all revenues and Seller shallall expenses arising from the Business, on an accrual basisincluding business and license fees, also make utility charges and all other fees or charges arising under real and personal property Taxes and assessments levied against the adjustments thereto provided for in this Article 13Assets, which property and Equipment rentals, applicable copyright or other fees (including program license payments), sales and service charges, Taxes (except as otherwise expressly provided) are to be apportioned with respect to for Taxes arising from the Property as transfer of the Cut-off Time (such that the period preceding the Closing Date shall be for the account Assets hereunder), annual regulatory fees, amounts owing in respect of Seller unlicensed software, music license fees and the period from similar prepaid and after the Closing Date shall be for the account of Purchaser) anddeferred items, to the extent possible, settled at Closing: (a) HOTEL REVENUES AND RECEIVABLES. All Hotel Revenues and the Receivables shall be prorated as of the Cut-off Time; provided, however, that Hotel Revenues and the Receivables with respect to Hotel Revenues arising from the letting of Hotel guest rooms for the night immediately preceding the Closing Date shall be shared equally by between Seller and Purchaser. Purchaser shall not be obligated to pay Seller for any of the Receivables. Following the Closing, Seller shall have the right to collect the Receivables. Purchaser shall have no obligation to pursue collection of the Receivables, but, if Purchaser should receive any payment on account of any of the Receivables at any time following the Closing, Purchaser shall promptly remit such payment to Seller. If Seller should receive any payment on account of any Hotel Revenue relating to periods of time after the Closing, Seller shall promptly remit such payment to Purchaser. Purchaser will, Buyer in accordance with GAAP and subject to the provisions of Section 13.1(b) below, honor, for its account, general principle that Seller shall receive the terms and rates benefit of all revenues, and be responsible for all costs, expenses and Liabilities, allocable to the Bookings entered into by Seller or Manager Station for the period prior to the Closing Date, but confirmed and Buyer shall receive the benefit of all revenues, and be responsible for periods of time all costs, expenses and Liabilities, allocable to the Assets on or after the Closing Date, including that Seller shall receive a credit for all prepaid expenses incurred by Seller with respect to the Assets on and after the Closing Date. Any down payments on such confirmed Bookings Notwithstanding the foregoing, Seller shall be entitled to all revenue and other advance payments made bear all expenses and Liabilities related to the Excluded Assets and the Non-Assumed Liabilities both prior to and after the Closing Date, except as provided in Section 5.2(c) hereof. (b) Seller shall prepare and submit to Buyer, not later than five (5) Business Days prior to the Closing Date, a good faith written estimate of the adjustments and prorations set forth in subsection (a) above that remain unpaid as of Closing (the “Adjustments”) in accordance with this Section 2.3, along with Seller’s estimate of the Purchase Price resulting from the Adjustments (“Seller’s Estimate”). After delivery of Seller’s Estimate, including all supporting documentation of any proposed Adjustments, Buyer and Seller shall in good faith attempt to resolve prior to Closing any disputes between them with respect to Bookings the determination of the Closing Cash Payment. If as of Closing any items shall be in dispute between them with respect to the Closing Cash Payment, Seller’s Estimate, as adjusted to reflect any changes to the Adjustments agreed to by the Parties, shall be used as the amount of the Closing Cash Payment payable by Buyer on the Closing Date, with such disputed items to be settled between the Parties following Closing pursuant to subsections (c) and (d) below. (c) Buyer shall prepare and submit to Seller, not later than sixty (60) days following the Closing Date, Buyer’s written good faith determination of the Adjustments, including any changes to the preliminary Adjustments used to determine the Closing Cash Payment and all supporting documentation of any additions or modifications to the preliminary Adjustments, along with a calculation of the Purchase Price resulting from the Adjustments as determined by Buyer (“Buyer’s Calculation”). After delivery of Buyer’s determination of the Adjustments and Buyer’s Calculation to Seller, Seller may furnish Buyer, within fifteen (15) Business Days following delivery of Buyer’s Calculation, with written notification setting forth in reasonable detail any disputes Seller has with Buyer’s determination of the Adjustments and Buyer’s Calculation. In the event that Seller does not provide such a written notification within such fifteen (15) Business Day period, Seller shall be deemed to have accepted the Adjustments and Buyer’s Calculation, which shall be final, binding and conclusive for dates all purposes hereunder. In the event any such written notification is timely provided, then Buyer and Seller shall, for a period of ten (10) Business Days (or such longer period as they may mutually agree), in good faith attempt to resolve any disputes between them with respect to the determination of the Purchase Price, with each Party claiming an adjustment to its credit providing the other with any documentation reasonably requested by the other Party to determine the appropriateness of such claimed Adjustment. In no event shall Buyer or Seller be permitted to dispute any item or amount that was agreed to prior to Closing in the determination of the Closing Cash Payment. (d) If, following such ten (10) Business Day period, the Parties cannot agree on the amount of the final Adjustments, the determination shall be made by a national or regional accounting firm jointly designated by the Parties (the “Auditor”). The Auditor shall make the determination based on GAAP in effect on the Closing Date. Either Party may invoke the use of the Auditor by notifying the other Party in writing. In the event that either Party invokes the use of the Auditor, there shall be a thirty (30) day period (the “Discovery Period”) when the Parties may request of and shall provide to each other in writing or computer format where appropriate any documentation or records in the possession of the other Party that are related to a claim or defense to be made to the Auditor. Fifteen (15) Business Days after the Closing Date will expiration of the Discovery Period, the Parties shall have the opportunity to present their claims and supporting documentation to the Auditor. The Parties shall use their commercially reasonable efforts to cause the Auditor to render a decision within fifteen (15) Business Days after each Party shall have presented (or have foregone the opportunity to present) its claims and supporting documentation to the Auditor. The decision of the Auditor shall be credited final and binding on the Parties and shall not be subject to Purchaser at any judicial challenge by either Party. Within five (5) Business Days after the ClosingAuditor provides the determination to the Parties, payment in accordance with that determination shall be made by the appropriate Party by wire transfer of immediately available funds in U.S. dollars, to an account designated by the Party entitled to receive such payment. The expenses of the Auditor shall be paid by the Party which, based on the Auditor’s resolution of the disputed item(s), is not the prevailing Party.

Adjustments and Prorations. In addition to the Purchase Price payable pursuant to Article 3 of this Agreement Adjustments and the increases, decreases and adjustments to the Cash Portion of the Purchase Price provided for elsewhere in this Agreement, Purchaser and Seller shall, on an accrual basis, also make the adjustments thereto provided for in this Article 13, which (except as otherwise expressly provided) are to be apportioned prorations with respect to the Property shall be computed and determined between the parties as of the Cut-off Time (such that the period preceding 12:01 a.m. on the Closing Date shall be for the account of Seller and the period from and after the Closing Date shall be for the account of Purchaser) and, to the extent possible, settled at Closingas follows: (a) HOTEL REVENUES AND RECEIVABLES. All Hotel Revenues General real estate taxes, special assessments and the Receivables personal property taxes shall be prorated as of the Cut-off Time; providedClosing Date based on the then current taxes (if known, howeverbased on final tax bills for such period, that Hotel Revenues and if not known, based on the most recent ascertainable taxes) and the Receivables with respect special assessments due and owing prior to Hotel Revenues arising Closing, and Seller or Purchaser shall receive a credit at Closing, as appropriate. Without affecting the obligations set forth in this Section 13, 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 rents and other sums receivable from tenants of the letting of Hotel guest rooms for Property, which were earned and attributable to the night immediately preceding period prior to the Closing Date, will be credited to Seller to the extent that such rents have been collected on or before the Closing Date. Rents earned and attributable to the period beginning on the Closing Date and thereafter will be paid to the Company by the tenants, or credited to Purchaser at Closing (if such rents are received by the Company prior to the Closing Date). All payments from tenants, on account of rent or otherwise, received by Seller on behalf of the Company after the Closing Date, whether attributable to the period prior to or after the Closing Date, shall be shared equally deemed to be held in trust by Seller for Purchaser and Purchasershall be promptly delivered to Purchaser by Seller for application as provided in this Section 13. All payments from tenants, on account of rent or otherwise, received after the Closing Date by the Company or by Purchaser on behalf of the Company and all amounts received from Seller by Purchaser pursuant to the immediately preceding sentence, shall be applied first to rent or other sums then due under the Leases attributable to the month in which the Closing Date occurs, then to the period after the Closing Date on account of rents earned and attributable to such period, and then to Seller on account of rents which were earned and attributable to the period prior to the Closing Date. Any customary out-of-pocket costs incurred by Purchaser in collection of delinquent rentals shall be deducted by Purchaser prior to the payment to Seller on account of delinquent rentals as provided herein. Purchaser shall cause the Company to xxxx tenants for delinquent rentals, but need not be obligated to pay Seller for any of the Receivablesinitiate legal proceedings. Following the Closing, Seller shall have the right to contact tenants to request payment of delinquent rentals after the Closing Date and institute legal proceedings to collect the Receivables. Purchaser such delinquent rentals, but shall have no obligation right to pursue evict any tenant. Any such enforcement or collection efforts by Seller shall be at Seller’s sole expense. (c) On the Closing Date, Seller shall either (i) deliver to the Company if not already held by it, in cash, or (ii) receive as a credit against the Purchase Price, an amount equal to all cash security deposits made by tenants occupying the Property which were paid to the Company by such tenants and which shall not have been applied by the Company or otherwise pursuant to the Leases, together with interest owing thereon pursuant to the applicable Lease, if any, and together with a listing (certified as true and correct by Seller) of the Receivablestenants to which such deposits and interest are owing. (d) All amounts payable, butowing or incurred in connection with the Property under the Contracts to be retained by the Company shall be prorated as of the Closing Date. (e) All utility deposits, if any, may be withdrawn by and refunded to Seller, and Purchaser should receive any payment shall make replacement deposits on account of any behalf of the Receivables at Company for utilities as may be required by the respective utilities involved. (f) All utility charges that are not separately metered to tenants shall be prorated to the Closing Date and Seller shall obtain a final billing therefor and pay any time following amounts owing therein for the Closing, period prior to the Closing Date and Purchaser shall promptly remit pay any amounts owing for the period on and after the Closing Date. 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 payment final bills become known. (g) Purchaser shall pay all leasing commissions and tenant improvement costs payable with respect to SellerLeases (other than for any Required Lease) approved by Purchaser and entered into after the date of this Agreement in accordance with the terms of Section 19(b) of this Agreement. If Seller should receive any payment on account of any Hotel Revenue relating has paid or caused the Company to periods of time after the Closing, Seller shall promptly remit pay such payment to Purchaser. Purchaser will, subject to the provisions of Section 13.1(b) below, honor, for its account, the terms and rates of all the Bookings entered into by Seller or Manager amounts prior to the Closing Date, but confirmed Purchaser shall reimburse Seller for such payments at Closing. Seller shall pay all other leasing commissions and tenant improvement costs payable with respect to all other Leases except those referenced in the preceding sentence. (h) Seller and Purchaser agree that as soon as reasonably possible after the close of the calendar year of the Closing, the parties shall undertake a final master reconciliation of CAM, taxes and other pass-throughs and additional rent (including without limitation, percentage rent) with respect to the Leases and the Property. Such reconciliation shall be final. For purposes hereof, Seller and Purchaser shall each prepare tenant reconciliations for their respective applicable periods of time after ownership of the Interests. Purchaser shall transmit such information to the tenants. (i) Unless provided otherwise hereinabove, such other items as are customarily prorated in a purchase and sale of the type contemplated hereunder shall be prorated as of the Closing Date. (j) All wages, salaries and benefits of retained Employees, if any, shall be apportioned between Purchaser and Seller. (k) Notwithstanding anything in this Section 13 to the contrary, if any tenant under a Lease is obligated to pay any prorated item directly to the entity imposing same, such portion of the prorated item shall not be apportioned between Seller and Purchaser. If any item of income or expense set forth in this Section 13 is subject to final adjustment after Closing, then Seller and Purchaser shall make, and each shall be entitled to, an appropriate reproration to each such item promptly when accurate information becomes available, but in any event prior to one (1) year from the date of Closing. Any down payments on such confirmed Bookings reproration shall be paid promptly in cash to the party entitled thereto. (l) All insurance policies and other advance payments made Seller’s property manager’s management agreement and listing agreement (if any) shall be terminated as of the Closing Date and there shall be no proration with respect to Bookings for dates on these items. (m) Each of the provisions of this Section 13 shall 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 issuance of the final tax bills for the year in which the Closing Date will be credited to Purchaser at the Closingoccurs.

Adjustments and Prorations. In addition to the Purchase Price payable pursuant to Article 3 of this Agreement Adjustments and the increases, decreases and adjustments to the Cash Portion of the Purchase Price provided for elsewhere in this Agreement, Purchaser and Seller shall, on an accrual basis, also make the adjustments thereto provided for in this Article 13, which (except as otherwise expressly provided) are to be apportioned prorations with respect to the Property shall be computed and determined between the parties as of the Cut-off Time (such that the period preceding 12:0l a.m. on the Closing Date shall be for the account of Seller and the period from and after the Closing Date shall be for the account of Purchaser) and, to the extent possible, settled at Closingas follows: (a) HOTEL REVENUES AND RECEIVABLES. All Hotel Revenues General real estate taxes for the year of closing and the Receivables special assessments (if any) shall be prorated as of the Cut-off Time; providedClosing Date based on the then current real estate taxes (if known, howeverbased on the final real estate tax bills for such period -- and if not known, that Hotel Revenues based on the most recent ascertainable taxes) and the Receivables with respect special assessments due and owing prior to Hotel Revenues arising Closing, and Seller or Purchaser shall receive a credit at Closing, as appropriate. Without affecting the obligations set forth in this Section 14(a), the prorations for real and personal property taxes shall be equitably pro rated on a "net" basis (i.e. adjusted for all tenants' liabilities, if any, for such items). If general real estate taxes or special assessments are not known as of the Closing, the parties agree to reprorate when such amounts become known. All obligations under this Section 14(a) shall survive the Closing. (b) All rents and other sums receivable from tenants of the letting of Hotel guest rooms for Property which were earned and attributable to the night immediately preceding period prior to the Closing Date will be retained by Seller to the extent that such rents have been collected on or before the Closing Date. Rents earned and attributable to the period beginning on the Closing Date and thereafter will be paid to Purchaser by the tenants, or credited to Purchaser at Closing (if such rents are received by Seller prior to the Closing Date). All payments from tenants, on account of rent or otherwise, received by Seller after the Closing Date, whether attributable to the period prior to or after the Closing Date, shall be shared equally deemed to be held in trust by Seller for Purchaser and Purchasershall be promptly delivered to Purchaser by Seller for application as provided in this Section 14(b). All payments from tenants, on account of rent or otherwise, received after the Closing Date by Purchaser and all amounts received from Seller by Purchaser pursuant to the immediately preceding sentence, shall be applied first to rent or other sums due under the Leases attributable to the period beginning on the Closing Date and continuing thereafter, and then to payment to Seller on account of rents which were earned and attributable to the period prior to the Closing Date but which have not been paid when due. Any customary out of pocket costs incurred by Purchaser in collection of delinquent rentals shall be deducted by Purchaser prior to the payment to Seller on account of delinquent rentals as provided herein. Purchaser shall not be obligated use commercially reasonable efforts to pay Seller for any of the Receivablescollect or attempt to collect delinquent rentals. Following the Closing, Seller shall have the right to contact tenants to request payment of delinquent rentals after the Closing Date and institute legal proceedings to collect such delinquent rentals. Any such enforcement or collection efforts by Seller shall be at Seller's sole expense. (c) On the ReceivablesClosing Date, Seller will deliver to Purchaser in cash, as a credit against the Purchase Price or as an adjustment to the prorations provided for elsewhere in this Section 14, as appropriate, an amount equal to all security deposits made by tenants occupying the Property which were paid to Seller by such tenants and which have not been applied by Seller pursuant to the Leases, together with interest owing thereon pursuant to the applicable Lease, if any, and together with a listing of the tenants to which such deposits and interest are owing. (d) All amounts payable, owing or incurred in connection with the Property under the Contracts to be assumed by Purchaser under the Assignment and Assumption shall be prorated as of the Closing Date. (e) Seller shall be entitled to a credit for all transferable utility deposits transferred hereunder, if any. All other utility deposits, if any, may be withdrawn by and refunded to Seller and Purchaser shall have no obligation make its own replacement deposits for utilities as may be required by the respective utilities involved. (f) The Earnest Money shall be paid to pursue collection Seller at Closing and Purchaser xxxxx xe entitled to a credit against the Purchase Price in the amount thereof. (g) All utility charges that are not separately metered to tenants will be prorated to the Closing Date and Seller will obtain a final billing therefor and pay any amounts owing therein for the period prior to the Closing Date and Purchaser shall pay any amounts owing for the period on and after the Closing Date. To the extent that utility bills cannot be handled in the foregoing manner, they shall be prorated as of the Receivables, but, if Closing Date based on the most recent bills available and reprorated when such final bills become known. (h) Purchaser should receive any payment shall pay its pro rata share (based on account of any the applicable commencement date of the Receivables at any time following lease and the Closing, Purchaser shall promptly remit such payment lease term) of all leasing commissions and tenant improvement costs payable with respect to SellerLeases entered into after the date of this Agreement. If Seller should receive any payment on account of any Hotel Revenue relating to periods of time after the Closing, Seller shall promptly remit has paid such payment to Purchaser. Purchaser will, subject to the provisions of Section 13.1(b) below, honor, for its account, the terms and rates of all the Bookings entered into by Seller or Manager amounts prior to the Closing Date, but confirmed Purchaser shall reimburse Seller for periods its pro rata share of time after such payments at Closing. If Seller has not paid such amounts prior to the Closing Date. Any down payments on , Purchaser shall receive a credit against the Purchase Price at Closing in an amount equal to the Seller's pro rata share of such confirmed Bookings amounts. (i) Unless provided otherwise hereinabove, such other items which are customarily prorated in a purchase and other advance payments made with respect to Bookings for dates on or after sale of the type contemplated hereunder shall be prorated as of the Closing Date will Date. (j) Except as provided in this Section 14, all prorations are final and there shall be credited to Purchaser at no reprorations. Notwithstanding the foregoing, each of the provisions of this Section 14 shall survive the Closing.

Adjustments and Prorations. In addition to the Purchase Price payable pursuant to Article 3 of this Agreement Adjustments and the increases, decreases and adjustments to the Cash Portion of the Purchase Price provided for elsewhere in this Agreement, Purchaser and Seller shall, on an accrual basis, also make the adjustments thereto provided for in this Article 13, which (except as otherwise expressly provided) are to be apportioned prorations with respect to the Property shall be computed and determined between the parties as of 12:01 a.m. Mountain Time on the Closing Date as follows: 6.3.1 General real estate taxes, special assessments and personal property taxes shall be prorated as of the CutClosing Date, and Seller or Purchaser shall receive a credit at Closing, as appropriate. Without affecting the obligations set forth in this Section 6.3.1, the prorations for real and personal property taxes shall be equitably adjusted to reflect any such items directly paid by tenants to the applicable third-off Time party payees. If final taxes or special assessments attributable to 2013 (and commonly payable in 2014) are not known as of the Closing, the parties agree to reprorate when such amounts become known. At Closing, Purchaser shall receive a per diem credit for 2013 taxes based on the known 2012 tax bills with the 2013 amount being subject to reproration once the final 2013 bills are available, provided however that Seller shall not be responsible for any increases in such taxes resulting from the sale contemplated hereby. Seller has paid or shall pay prior to Closing all 2012 real estate and personal property taxes. 6.3.2 All rents and other sums ("Rents") received from tenants of the Property prior to Closing will be prorated as of the Closing Date. All Rents received from tenants that are attributable to the period preceding prior to the Closing Date shall will be for the account of Seller and retained by Seller. All Rents that are attributable to the period from on and after the Closing Date will be paid to Purchaser by the tenants or, to the extent received by Seller, credited to Purchaser at Closing. Seller shall not be entitled to any credits at Closing for any unpaid or delinquent rents as of the Closing Date. All Rents received by Seller on and after the Closing Date shall be held in trust by Seller for Purchaser and shall be promptly delivered to Purchaser by Seller for application as provided in this Section 6.3.2. All Rents received by or credited to Purchaser on and after the account of PurchaserClosing Date, shall be applied (i) and, first to Rents due under the Leases attributable to the extent possible, settled at Closing: (a) HOTEL REVENUES AND RECEIVABLES. All Hotel Revenues period on and the Receivables shall be prorated as of the Cut-off Time; provided, however, that Hotel Revenues and the Receivables with respect to Hotel Revenues arising from the letting of Hotel guest rooms for the night immediately preceding after the Closing Date shall be shared equally by Seller and Purchaser(ii) then to any delinquent Rents due to Seller. Purchaser shall not use commercially reasonable efforts (without litigation) to collect or attempt to collect delinquent Rents, which efforts shall be obligated limiting to pay Seller for invoicing the tenant therefor. Any reasonable out-of-pocket costs incurred by Purchaser in collection of delinquent Rents shall be deducted by Purchaser prior to payment to Seller. If Purchaser has been unable to collect any of delinquent Rents (attributable to the Receivables. Following the period prior to Closing) within forty-five (45) days after Closing, Seller shall have the right to collect the Receivables. Purchaser shall have no obligation contact tenants to pursue collection request payment of the Receivables, but, if Purchaser should receive any payment on account of any of the Receivables at any time following the Closing, Purchaser shall promptly remit such payment to Seller. If Seller should receive any payment on account of any Hotel Revenue relating to periods of time delinquent Rents after the Closing, Closing Date and to institute legal proceedings solely limited to Seller shall promptly remit obtaining a monetary judgment for such payment delinquent Rents and amounts and costs associated therewith. 6.3.3 Any security deposits of tenants that are held by Seller will be credited to Purchaser. Any letters of credit that are security deposits will be transferred to Purchaser willat Closing. 6.3.4 All amounts payable, subject owing or incurred in connection with the Property under the Contracts and Telecommunications Licenses to be assumed by Purchaser under the Assignment and Assumption of Contracts and Warranties described in Section 9.2.4 shall be prorated as of the Closing Date, and Seller shall be responsible for all amounts payable under the Contracts which are to be terminated as of Closing pursuant to Section 4.5. 6.3.5 Seller shall be credited for any utility deposits transferred hereunder. All other utility deposits may be withdrawn by and refunded to Seller, and Purchaser shall make its own replacement deposits for utilities as may be required by the applicable utilities. 6.3.6 The Deposit shall be paid to Seller as a credit against the Purchase Price. 6.3.7 All utility charges that are not separately metered to tenants will be prorated to the provisions of Section 13.1(b) below, honor, Closing Date. Seller will obtain a final billing therefor and pay any amounts owing for its account, the terms and rates of all the Bookings entered into by Seller or Manager period prior to the Closing Date, but confirmed . Purchaser shall pay any amounts owing for periods of time the period on and after the Closing Date. Any down payments To the extent that utility bills cannot be prorated in the foregoing manner, they shall be prorated as of the Closing Date based on the most recent bills available and re-prorated when the final bills are received. 6.3.8 Leasing Costs shall be allocated as set forth in Section 6.4. 6.3.9 Unless provided otherwise hereinabove, such confirmed Bookings other items which are customarily prorated in a purchase and sale of the type contemplated hereunder shall be prorated as of the Closing Date. 6.3.10 Seller is currently collecting from tenants additional Rents to reimburse taxes, insurance, utilities, maintenance and other advance payments made operating costs and expenses (collectively, "Pass Through Charges") incurred by Seller in connection with the ownership, operation, maintenance and management of the Property. Certain Pass Through Charges have been estimated. The Pass Through Charges will be prorated as of the Closing Date based on the current estimates used by Seller. However, with respect to Bookings for dates on or after actual Pass Through Charges not known as of the Closing Date Date, Purchaser will be credited prepare operating expense statements for the Property for the calendar year in which the Closing occurs ("Reconciliation Statement") within 90 days following the end of the calendar year in which the Closing occurs. Seller will cooperate with Purchaser in Purchaser’s preparation of the Reconciliation Statement by providing to Purchaser at any necessary information in Seller’s possession or reasonable control. Seller shall have 15 Business Days in which to object to or comment upon the Reconciliation Statement, and the parties shall cooperate in good faith to resolve such objections or comments in order to agree upon a final Reconciliation Statement. If Seller does not comment or object to the Reconciliation Statement within the 15-day period, it shall be deemed to have approved the Reconciliation Statement. If Seller collected Pass Through Charges in excess of a tenant’s actual share thereof, then Seller shall pay Purchaser such excess within 10 days after Seller’s approval of the Reconciliation Statement. If Seller collected Pass Through Charges that are less than a tenant’s actual share thereof, then Purchaser shall pay Seller the amount thereof within 10 days after Seller’s approval of the Reconciliation Statement. 6.3.11 The provisions of this Section 6.3 shall survive the Closing.

Adjustments and Prorations. In addition to the Purchase Price payable pursuant to Article 3 of this Agreement The following matters and the increases, decreases and adjustments to the Cash Portion of the Purchase Price provided for elsewhere in this Agreement, Purchaser and Seller shall, on an accrual basis, also make the adjustments thereto provided for in this Article 13, which (except as otherwise expressly provided) are to items shall be apportioned with respect between the parties based on actual daily amounts or, where appropriate, credited in total to the Property a particular party, as of the Cut-off Time (such that the period preceding the Closing Date shall be for the account of Seller and the period from and after the Closing Date shall be for the account of Purchaser) and, to the extent possible, settled at Closingas provided below: (a) HOTEL REVENUES AND RECEIVABLESTo the extent possible, Accounts Payable (including amounts due under Hotel Contracts assigned to Purchaser) shall be identified as of the Cut-off Time and paid in full at the Closing by Seller. All Seller shall be and remain responsible for the full payment of any and all other Accounts Payable (whether known or unknown) as of the Cut-off Time. Except to the extent a credit therefor is provided to Purchaser hereunder at Closing, Seller shall indemnify and hold Purchaser harmless from and against any claims arising from the failure to timely pay any Accounts Payable (including amounts due under Hotel Revenues Contracts assigned to Purchaser) with respect to the period prior to the Cut-off Time. (b) Any fees or amounts prepaid, accrued or due and payable under any Permits (other than Excluded Permits and other than for utilities which proration is addressed above) transferred to Purchaser shall be prorated as of the Receivables Cut-off Time between Seller and Purchaser (including, without limitation, any fees paid or payable in connection with transfer of Permits). Seller shall receive a credit for all refundable deposits made by Seller under the Permits which are transferred to Purchaser or which remain on deposit for the benefit of Purchaser. (c) Seller shall cause to be removed all monies from all vending machines, laundry machines, pay telephones and other coin operated equipment as of the Cut-off Time and shall retain all monies collected therefrom. (d) Seller shall receive a credit for all Consumables and Liquor Inventory which are on hand as of the Cut-off Time to the extent transferred to Purchaser or any of its agents or designees. (e) Any amounts prepaid or payable under any Hotel Contracts assigned to Purchaser shall be prorated as of the Cut-off Time; provided, however, that Hotel Revenues . All security deposits shall be transferred to Purchaser and the Receivables all obligations with respect to Hotel Revenues arising from the letting of Hotel guest rooms for the night immediately preceding the Closing Date such security deposits shall be shared equally assumed by Seller Purchaser and Purchaser. Purchaser shall not be obligated to pay Seller for any receive a credit in the amount of the Receivables. Following the Closing, Seller shall have the right to collect the Receivables. Purchaser shall have no obligation to pursue collection of the Receivables, but, if Purchaser should receive any payment on account of any of the Receivables at any time following the Closing, Purchaser shall promptly remit such payment to Seller. If Seller should receive any payment on account of any Hotel Revenue relating to periods of time after the Closing, Seller shall promptly remit such payment to Purchaser. Purchaser will, subject to the provisions of Section 13.1(b) below, honor, for its account, the terms and rates of all the Bookings entered into by Seller or Manager prior to the Closing Date, but confirmed for periods of time after the Closing Date. Any down payments on such confirmed Bookings and other advance payments made with respect to Bookings for dates on or after the Closing Date will be credited to Purchaser at the Closingsecurity deposits.

Adjustments and Prorations. In addition to the Purchase Price payable pursuant to Article 3 of this Agreement The following matters and the increases, decreases and adjustments to the Cash Portion of the Purchase Price provided for elsewhere in this Agreement, Purchaser and Seller shall, on an accrual basis, also make the adjustments thereto provided for in this Article 13, which (except as otherwise expressly provided) are to items shall be apportioned with respect between the parties hereto or, where appropriate, credited in total to the Property as of the Cut-off Time (such that the period preceding the Closing Date shall be for the account of Seller and the period from and after the Closing Date shall be for the account of Purchaser) anda particular party, to the extent possible, settled at Closing: (a) HOTEL REVENUES AND RECEIVABLES. All Hotel Revenues and the Receivables shall be prorated as of the Cut-off Time: (a) RECEIVABLES; provided, however, that Hotel Revenues TRADE ACCOUNTS PAYABLE; CONTINUING OBLIGATIONS. Receivables and the Receivables with respect to Hotel Revenues arising from the letting of Hotel guest rooms for the night immediately preceding the Closing Date trade accounts payable shall be shared equally by Seller and Purchaser. Purchaser shall not be obligated to pay Seller for any identified as of the Cut-off Time. Seller shall retain all Receivables. Following the Closing, Seller shall have the right to collect the all Receivables. , and if Purchaser shall have no obligation to pursue collection of the Receivables, but, if Purchaser should receive any payment on account of any of the Receivables at any time following the Closing, Purchaser shall promptly remit such payment to Seller. If Seller should receive any payment on account of any Hotel Revenue relating to periods of time after Notwithstanding the Closingforegoing, Seller shall promptly remit such payment to Purchaserreceive a credit for guest ledger amounts accrued as of the Cut-off Time, including the amount of guest room rentals for the full night which begins on the day immediately preceding the Closing Date. Purchaser will, subject to the provisions of Section 13.1(b) below, will honor, for its account, the terms and rates of all the Bookings entered into by Seller or Manager prior to the Closing Date, but pre-closing reservations confirmed for periods of time fordates after the Closing Date. Any pre-closing down payments on such confirmed Bookings reservations and other advance payments made with respect to Bookings for Motel facilities for dates on or after the Closing Date will be credited to Purchaser at the Closing. Seller shall pay all trade accounts payable due as of the Cut-off Time for goods and services received prior to the Cut-off Time. Purchaser may either refuse delivery of or accept and pay for goods and services received following the Cut-off Time. Purchaser shall establish its own new trade accounts with vendors to be effective from and after the Cut-off Time. All Continuing Obligations shall be identified as of the Cut-Off Time, and Purchaser shall receive a credit against the Purchase Price in an amount equal to the projected cost actually to be incurred by Purchaser in fulfilling such Continuing Obligations (subject to a discount reasonably determined by Seller and Purchaser to reflect the degree of likelihood that Purchaser will be required to satisfy such Continuing Obligations).

Adjustments and Prorations. In addition (1) Real estate and personal property taxes shall be prorated as of 11:59 P.M. on the date immediately preceding the Closing Date (the "Proration Date") on the basis of the taxes paid for the most recent tax year with maximum discount allowed (i.e., as if taxes were paid in November of the year for which the tax is assessed). Notwithstanding anything in this Agreement or any of the documents to be delivered by Seller at closing to the Purchase Price payable pursuant contrary, Seller shall reserve and retain the right, but not the obligation, to Article 3 challenge the amount of this Agreement real estate taxes and the increases, decreases and adjustments to the Cash Portion assessed value of the Purchase Price provided Property for elsewhere the 1997 tax year as well as prior tax years (the "Tax Protest") and Purchaser agrees to reasonably cooperate with Seller in this Agreementany such Tax Protest. If Seller's Tax Protest is successful, Purchaser and Seller shall, on an accrual basis, also make the adjustments thereto provided for in this Article 13, which (except as otherwise expressly provided) are shall be entitled to be reimbursed for its reasonable fees and costs incurred in connection with the Tax Protest and, after Seller's reimbursement for its reasonable fees and costs, any remaining portion of the tax refund shall be apportioned with respect to between Seller and Purchaser on the Property basis of the Proration Date. (2) Certified, confirmed and ratified governmental liens as of the Cut-off Time Proration Date shall be paid by Seller. Pending liens as of the date of closing shall be assumed by Purchaser. (such that the period preceding 3) Rent and other income or charges received under Leases in effect on the Closing Date shall be for prorated through the account of Seller and the period from and after the Closing Date shall be for the account of Purchaser) and, to the extent possible, settled at Closing: (a) HOTEL REVENUES AND RECEIVABLESProration Date. All Hotel Revenues and the Receivables shall be prorated as of the Cut-off Time; provided, however, that Hotel Revenues and the Receivables with respect to Hotel Revenues arising from the letting of Hotel guest rooms for the night immediately preceding the Closing Date shall be shared equally by Seller and Purchaser. Purchaser shall not be obligated to pay Seller for any of the Receivables. Following the Closing, Seller shall have the right to collect the Receivables. Purchaser shall have no obligation to pursue collection of the Receivables, but, if Purchaser should receive any Rents are delinquent when payment thereof is due on account of any of the Receivables at any time following the Closing, Purchaser shall promptly remit such payment to Seller. If Seller should receive any payment on account of any Hotel Revenue relating to periods of time after the Closing, Seller shall promptly remit such payment to Purchaser. Purchaser will, subject to the provisions of Section 13.1(b) below, honor, for its account, the terms and rates of all the Bookings entered into by Seller or Manager prior to the Closing Date, but confirmed has not been made by the Closing Date. As to any Rents which are less than thirty (30) days delinquent, the Purchaser shall, from the first sums received from any delinquent tenant, remit any moneys due Seller, as they are collected, to Seller. With respect to any Rents which are delinquent for at least thirty (30) days, Seller shall not be entitled to receive such moneys from those delinquent tenants whose Rent is delinquent for more than thirty (30) days as of the Closing Date unless such tenants are current in their rental obligations for periods of time occurring from and after the Closing Date. Any down payments Purchaser shall not be required to initiate or pursue any collections on such confirmed Bookings and other advance payments made behalf of Seller or terminate any Lease to comply with this provision. With respect to accounts receivable attributable to sums to which Seller shall be entitled hereunder, Purchaser agrees that it will not waive nor settle any claim with respect to Bookings such receivables without the prior written consent of Seller. Purchaser agrees that any payments due to Seller as a result of collected delinquent rentals shall be payable by Purchaser to Seller upon receipt thereof. (4) Utilities bills shall be prorated through the Proration Date with Seller responsible for dates utilities up to the Proration Date and Purchaser responsible for utilities for the period after the Proration Date. To the extent that any utility bills are not the direct responsibility of any tenant, Seller shall use reasonable efforts to transfer, to the extent transferable, all utilities to Purchaser's name as of the Closing Date and to receive a direct final xxxx from the provider of utilities outside of closing. If utility xxxxxxxx or meter readings as of the Proration Date are not available for any utility service, the charges therefor shall be adjusted at the closing on or the basis of the per diem charges for the most recent prior period for which bills were issued, and shall be further adjusted within ninety (90) days after the Closing Date will on the basis of the actual bills for the current period. To the extent that any expenses paid by Seller are reimbursable by tenants, Purchaser shall collect such reimbursements on behalf of Seller and promptly remit such amounts to Seller upon receipt. (5) All Contracts and other items normal to the operation and maintenance of the Property which require payments either in advance or in arrears for periods which begin prior to the Proration Date or end thereafter and any items of miscellaneous income attributable to the Property shall be prorated between Seller and Purchaser as of the Proration Date with Seller responsible for the period through the Proration Date and Purchaser for the period after the Proration Date. To the extent that any expenses paid by Seller are reimbursable by Tenants, Purchaser shall collect such reimbursements on behalf of Seller and promptly remit such amounts to Seller upon receipt. (6) Any tenant security deposits to the extent not previously utilized by Seller and prepaid rents are to be paid or credited to Purchaser at Closing. Purchaser agrees that if Seller gives Purchaser a list of the tenants entitled to receive the return of a security deposit and the amount of the security deposit that is to be returned to the applicable tenant, and if the aggregate amount of all security deposits to be returned to all of the tenants is less than or equal to the tenant security deposits paid to Purchaser at Closing, then Purchaser shall indemnify Seller for the failure to pay such security deposits described in the list to the tenant(s) at the expiration of the tenant's Lease and such indemnity shall survive Closing. (7) Purchaser shall be responsible for the leasing commissions, tenant improvements costs, space planning and architectural costs outstanding, as described in Section 5.D(2) of this Agreement, for any new Lease or modification of any existing Lease entered into after the Effective Date. Notwithstanding the foregoing, any real estate commissions, tenant improvement costs, space planning and architectural costs which arise as a result of a renewal of any Lease after the Closing shall be the responsibility of Purchaser even if the Lease was executed prior to the Effective Date and the Lease contained a renewal option. (8) Seller shall be responsible for and shall pay at the closing, the leasing commissions, tenant improvement costs, space planning and architectural costs, for any Lease or modification of Lease executed prior to the Effective Date of this Agreement. If a Lease is modified after the Effective Date, then Purchaser shall be responsible for the leasing commissions, tenant improvement costs, space planning and architectural costs relating to the modification. (9) The amounts of any deposits held by utilities or other persons or entities which are assigned by Seller to Purchaser at the closing shall be reimbursed by Purchaser to Seller at the Closing. (10) Except as otherwise specifically provided in the Agreement, all other items of income and expenses pertaining to the Property shall be prorated as of the Proration Date. (11) Any such adjustments not determined or not agreed upon as of the Closing Date shall be paid by Purchaser to Seller, or by Seller to Purchaser, as the case may be, in cash as soon as practicable following the Closing Date but in no event later three (3) months after the Closing Date.

Adjustments and Prorations. In addition to the Purchase Price payable pursuant to Article 3 of this Agreement and the increases, decreases and adjustments to the Cash Portion of the Purchase Price provided for elsewhere in this Agreement, Purchaser and Seller shall, on an accrual basis, also make the adjustments thereto provided for in this Article 13, which (except as otherwise expressly provided) are to be apportioned with respect to the Property and the Ground Lease Property as of the Cut-off Time (such that the period preceding the Closing Date shall be for the account of Seller and the period from and after the Closing Date shall be for the account of Purchaser) and, to the extent possible, settled at Closing: (a) HOTEL REVENUES AND RECEIVABLESHotel Revenues and Receivables. All Hotel Revenues and the Receivables shall be prorated as of the Cut-off Time; provided, however, that Hotel Revenues and the Receivables with respect to Hotel Revenues arising from the letting of Hotel guest rooms for the night immediately preceding the Closing Date shall be shared equally by Seller and Purchaser. Purchaser shall not be obligated to pay Seller for any of the Receivables. Following the Closing, Seller shall have the right to collect the Receivables. Purchaser shall have no obligation to pursue collection of the Receivables, but, if Purchaser should receive any payment on account of any of the Receivables at any time following the Closing, Purchaser shall promptly remit such payment to Seller. If Seller should receive any payment on account of any Hotel Revenue relating to periods of time after the Closing, Seller shall promptly remit such payment to Purchaser. Purchaser will, subject to the provisions of Section 13.1(b) below, honor, for its account, the terms and rates of all the Bookings entered into by Seller or Manager prior to the Closing Date, but confirmed for periods of time after the Closing Date. Any down payments on such confirmed Bookings and other advance payments made with respect to Bookings for dates on or after the Closing Date will be credited to Purchaser at the Closing.

Adjustments and Prorations. In addition to the Purchase Price payable pursuant to Article 3 of this Agreement Adjustments and the increases, decreases and adjustments to the Cash Portion of the Purchase Price provided for elsewhere in this Agreement, Purchaser and Seller shall, on an accrual basis, also make the adjustments thereto provided for in this Article 13, which (except as otherwise expressly provided) are to be apportioned prorations with respect to the Property shall be computed and determined between the parties as of the Cut-off Time (such that the period preceding 12:01 a.m. on the Closing Date shall be for the account of Seller and the period from and after the Closing Date shall be for the account of Purchaser) and, (as if Purchaser were vested with title to the extent possible, settled at ClosingProperty during the entire Closing Date) as follows: (a) HOTEL REVENUES AND RECEIVABLES. All Hotel Revenues General real estate taxes, special assessments and the Receivables personal property taxes shall be prorated as of the Cut-off Time; providedClosing Date based on the then current taxes (if known, howeverbased on final tax bills for such period -- and if not known, that Hotel Revenues based on the most recent ascertainable taxes) and the Receivables with respect special assessments due and owing prior to Hotel Revenues arising Closing, and Seller or Purchaser shall receive a credit at Closing, as appropriate. Without affecting the obligations set forth in this Section 14(a), the prorations for real and personal property taxes shall be equitably adjusted to reflect any such items directly paid by tenants to the applicable third-party payees). 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 rents and other sums receivable from tenants of the letting of Hotel guest rooms for Property, which were earned and attributable to the night immediately preceding period prior to the Closing Date, will be retained by Seller to the extent that such rents have been collected on or before the Closing Date. Rents earned and attributable to the period beginning on the Closing Date and thereafter will be paid to Purchaser by the tenants, or credited to Purchaser at Closing (if such rents are received by Seller prior to the Closing Date). Seller shall receive no closing proration for rents delinquent as of the Closing Date. All payments from tenants, on account of rent or otherwise, received by Seller after the Closing Date, whether attributable to the period prior to or after the Closing Date, shall be shared equally deemed to be held in trust by Seller for Purchaser and Purchasershall be promptly delivered to Purchaser by Seller for application as provided in this Section 14(b). All payments from tenants, on account of rent or otherwise, received after the Closing Date by Purchaser and all amounts received from Seller by Purchaser pursuant to the immediately preceding sentence, shall be applied first to rent or other sums then due under the Leases attributable to the period beginning on the Closing Date and continuing thereafter, and then to payment to Seller on account of rents which were earned and attributable to the period prior to the Closing Date but which were not paid prior to Closing. For a period of six (6) months following the Closing Date, Purchaser shall not continue to xxxx existing tenants for accounts receivable and delinquent rents attributable to the Property for the period prior to the Closing Date. Any customary out-of-pocket costs incurred by Purchaser in collection of delinquent rentals shall be obligated deducted by Purchaser prior to pay the payment to Seller for any on account of the Receivablesdelinquent rentals as provided herein. Following the Closing, Seller shall have the right to contact tenants to request payment of delinquent rentals after the Closing Date and institute legal proceedings to collect the Receivables. Purchaser such delinquent rentals, but shall have no obligation right to pursue evict any tenant. Any such enforcement or collection of efforts by Seller shall be at Seller’s sole expense. Notwithstanding anything herein to the Receivablescontrary, but, if Purchaser should receive any payment on account of any of the Receivables at any time following the Closing, Purchaser shall promptly remit be entitled to receive a credit against the Purchase Price equal to any remaining so-called “free rent” under the Leases for tenants HCSC, Drilling Info, Quanex and Sound Financial. (c) On the Closing Date, Seller shall deliver to Purchaser in cash, as a credit against the Purchase Price or as an adjustment to the prorations provided for elsewhere in this Section 14, as appropriate, an amount equal to all cash security deposits made by tenants occupying the Property which were paid to Seller by such payment tenants and which shall not have been applied by Seller or otherwise pursuant to the Leases, together with interest owing thereon pursuant to the applicable Lease, if any, and together with a listing of the tenants to which such deposits and interest are owing. With respect to any security deposit which is evidenced by a letter of credit, Seller shall (i) deliver to Purchaser at Closing such original letter of credit, and (ii) execute and deliver at Closing such other instruments as the issuer of such letter of credit shall reasonably require in order to cause the named beneficiary under such letter of credit to be changed to Purchaser. (d) All amounts payable, owing or incurred in connection with the Property under the Contracts to be assumed by Purchaser under the Assignment and Assumption shall be prorated as of the Closing Date. (e) All utility deposits, if any, may be withdrawn by and refunded to Seller, and Purchaser shall make its own replacement deposits for utilities as may be required by the respective utilities involved. (f) The Xxxxxxx Money shall be paid to Seller at Closing and Purchaser shall be entitled to a credit against the Purchase Price in the amount thereof. (g) All utility charges that are not separately metered to tenants shall be prorated to the Closing Date and Seller shall obtain a final billing therefor and pay any amounts owing therein for the period prior to the Closing Date and Purchaser shall pay any amounts owing for the period on and after the Closing Date. 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. (h) Purchaser shall pay its pro rata share (based on the applicable commencement date of the lease and the lease term) of all leasing commissions and tenant improvement costs payable with respect to Leases entered into after the Date of Agreement. If Seller should receive any payment on account of any Hotel Revenue relating to periods of time after the Closing, Seller shall promptly remit has paid such payment to Purchaser. Purchaser will, subject to the provisions of Section 13.1(b) below, honor, for its account, the terms and rates of all the Bookings entered into by Seller or Manager amounts prior to the Closing Date, but confirmed Purchaser shall reimburse Seller for periods Purchaser’s pro rata share of time after such payments at Closing. If Seller has not paid such amounts prior to the Closing Date. Any down payments on , Purchaser shall receive a credit against the Purchase Price at Closing in an amount equal to Seller’s pro rata share of such confirmed Bookings amounts. (i) Seller and Purchaser agree that as soon as reasonably possible after the close of the calendar year of the Property, the parties shall undertake a final master reconciliation of CAM, taxes and other advance payments made pass-throughs and additional rent with respect to Bookings the Leases and the Property. Purchaser shall prepare the tenant reconciliations for dates on or after Seller’s review and approval. Purchaser shall transmit such information to the tenants. To the extent the reconciliation concludes that Seller owes any tenants at the Property reimbursements due to the over collection of CAM, taxes and other pass-throughs and additional rent for 2012, then Seller shall pay such amount to Purchaser upon the delivery of the reconciliation. To the extent the reconciliation concludes that Seller is owed amounts from any tenants at the Property due to the under collection of CAM, taxes and other pass-throughs and additional rent for 2012, then Purchaser shall promptly pay over to Seller all such amounts received by Purchaser from any such tenants. (j) Unless provided otherwise hereinabove, such other items as are customarily prorated in a purchase and sale of the type contemplated hereunder shall be prorated as of the Closing Date will be credited to Purchaser at Date. (k) The provisions of this Section 14 shall survive for the ClosingSurvival Period.

Adjustments and Prorations. In addition to the Purchase Price payable pursuant to Article 3 of this Agreement and the increasesTHE FOLLOWING MATTERS AND ITEMS SHALL BE APPORTIONED BETWEEN THE PARTIES OR, decreases and adjustments to the Cash Portion of the Purchase Price provided for elsewhere in this AgreementWHERE APPROPRIATE, Purchaser and Seller shallCREDITED IN TOTAL TO A PARTICULAR PARTY, on an accrual basis, also make the adjustments thereto provided for in this Article 13, which (except as otherwise expressly provided) are to be apportioned with respect to the Property as of the Cut-off Time (such that the period preceding the Closing Date shall be for the account of Seller and the period from and after the Closing Date shall be for the account of Purchaser) and, to the extent possible, settled at ClosingAS OF THE CUT OFF TIME AS PROVIDED BELOW: (a) HOTEL REVENUES AND RECEIVABLESAccounts Receivable; Trade Accounts Payable. All Hotel Revenues Accounts Receivable and the Receivables trade accounts payable shall be prorated identified as of the Cut-off Cut Off Time. Purchaser shall purchase the Accounts Receivable at par, subject to a reasonable bad debt reserve to be agreed upon by the Parties prior to the end of the Inspection Period and Seller shall receive a credit at the Closing for the aggregate amount of all such Accounts Receivable as of the Cut Off Time. Seller shall pay all trade accounts payable as of the Cut Off Time that relate to matters arising or accruing prior to the Closing Date (including, without limitation, for any work performed or materials delivered prior to Closing in connection with any capital expenditures at the Property, but subject to Section 14.01(h)) in the ordinary course when due and Purchaser shall be responsible for all such trade accounts payable from and after the Closing. Revenue from room rentals (including food and beverage receivables charged to guest room accounts) shall belong to Seller to the extent attributable to any period prior to the Closing Date; provided, however, that Hotel Revenues room charges (less third party collection costs, including, but not limited to, credit card fees, travel agent fees or commissions and the Receivables with respect to Hotel Revenues arising from the letting of Hotel guest rooms other similar charges) for the night immediately preceding the Closing Date shall be shared divided equally by between Purchaser and Seller. Revenue from the Hotel attributable to food and beverages (including alcoholic beverages) and other sales or services through the close of business for such food and beverage outlets or such other sales or service centers on the night (whether prior to or after the Cut Off Time) immediately preceding the Closing Date shall belong to Seller and Purchaser. Purchaser shall not (such revenue to be obligated to pay Seller for any determined based on completion of the Receivablesnight auditor’s run on the Closing Date). Following Thereafter, revenue from the Closing, Seller Hotel attributable to food and beverage and other sales or services shall have the right to collect the Receivables. Purchaser shall have no obligation to pursue collection of the Receivables, but, if Purchaser should receive any payment on account of any of the Receivables at any time following the Closing, Purchaser shall promptly remit such payment to Seller. If Seller should receive any payment on account of any Hotel Revenue relating to periods of time after the Closing, Seller shall promptly remit such payment belong to Purchaser. Each of Purchaser will, subject and Seller shall be responsible for the payment of any sales and/or hotel/motel occupancy taxes collected or otherwise due and payable in connection with the revenue allocated to the provisions of such party under this Section 13.1(b) below, honor, for its account, the terms and rates of all the Bookings entered into by Seller or Manager prior to the Closing Date, but confirmed for periods of time after the Closing Date. Any down payments on such confirmed Bookings and other advance payments made with respect to Bookings for dates on or after the Closing Date will be credited to Purchaser at the Closing7.01(a).

Adjustments and Prorations. In addition to the Purchase Price payable pursuant to Article 3 of this Agreement and the increases, decreases and adjustments to the Cash Portion of the Purchase Price provided for elsewhere in this Agreement, Purchaser and Seller shall, on an accrual basis, also make the adjustments thereto provided for in this Article 13, which (except as otherwise expressly provided) are to be apportioned with respect to the Property as of the Cut-off Time (such that the period preceding the Closing Date shall be for the account of Seller and the period from and after the Closing Date shall be for the account of Purchaser) and, to the extent possible, settled at Closing: (a) HOTEL REVENUES AND RECEIVABLES. All Hotel Revenues and the Receivables shall be prorated as of the Cut-off Time; provided, however, that Hotel Revenues and the Receivables with respect to Hotel Revenues revenues arising from the letting of Hotel guest rooms for the night immediately preceding the Closing Date shall be shared equally by Seller and Purchaser. Purchaser shall not be obligated to pay Seller for any conduct of the Receivables. Following business of Seller earned or accrued up until 11:59 p.m. on the Closing, Seller shall have the right to collect the Receivables. Purchaser shall have no obligation to pursue collection of the Receivables, but, if Purchaser should receive any payment on account of any of the Receivables at any time following the Closing, Purchaser shall promptly remit such payment to Seller. If Seller should receive any payment on account of any Hotel Revenue relating to periods of time after the Closing, Seller shall promptly remit such payment to Purchaser. Purchaser will, subject to the provisions of Section 13.1(b) below, honor, for its account, the terms and rates of all the Bookings entered into by Seller or Manager day prior to the Closing Date, but confirmed and all operating expenses arising therefrom incurred, accrued or payable up until such time, including tower rentals, business and license fees, utility charges, taxes (including without limitation any real and personal property taxes levied against the Assets), property and equipment rentals, applicable copyright or other similar fees, sales and service charges, and operating expenses arising under Assumed Contracts shall be prorated between Buyer and Seller in accordance with the principals that (1) Seller shall receive all revenues, refunds and deposits of Seller held by third parties and shall be responsible for periods all operating expenses incurred, payable or allocable to the conduct of time the business and operations of the business for the period ending at 11:59 p.m. on the day prior to the Closing Date, and (2) Buyer shall receive all revenues, refunds and deposits of Seller and shall be responsible for all operating expenses incurred, payable or allocable to the conduct and operations of the business for the period commencing on and continuing after the Closing Date. Any down Unless otherwise credited to Buyer, an adjustment to the Purchase Price and proration shall be made in favor of Buyer to the extent that Buyer assumes any liability under any Assumed Contract to refund (or to credit against payments otherwise due) any security deposit or other prepayment paid to Seller. (b) Adjustments or prorations pursuant to this Paragraph 4 will, to the extent feasible, be determined and paid on such confirmed Bookings the Closing Date based upon Seller's good faith calculation delivered to Buyer no less than five (5) days prior to the Closing Date and other advance payments made reasonably approved by Buyer, with respect to Bookings for dates on or final settlement and payment by the appropriate party occurring no later than 60 days after the Closing Date Date. Within 60 days after the Closing Date, Buyer shall submit to Seller its good faith determination of any adjustments or prorations required by this Paragraph 4. Buyer's determination of the amount of any such adjustments under this Paragraph 4 shall be made in accordance with generally accepted accounting principles, consistently applied. If Seller disagrees with Buyer's determination of any such adjustments, Seller shall give Buyer prompt written notice thereof, but in no event later than 20 days after its receipt of notice of Buyer's determination, specifying in reasonable detail the nature and extent of Sellers' disagreement, and Buyer and Seller shall have a period of 30 days in which to resolve the disagreement. If the parties are unable to resolve the disagreement within the 30 day period, Buyer and Seller shall jointly select and retain an independent certified public accounting firm, which accounting firm shall be directed to submit a final resolution of the matter within 30 days. The accounting firm's determination shall be binding upon Buyer and Seller. Each party shall bear the fees and expenses of its own representatives, including its independent accountants, if any, and shall share equally the fees and expenses of any independent certified public accounting firm engaged to resolve any disagreement between the parties. Within five (5) business days following a final resolution hereunder, the party obligated to make payment will make the payments determined to be credited to Purchaser at the Closingdue and owing in accordance with this Paragraph 4.

Adjustments and Prorations. In addition to the Purchase Price payable pursuant to Article 3 of this Agreement Adjustments and the increases, decreases and adjustments to the Cash Portion of the Purchase Price provided for elsewhere in this Agreement, Purchaser and Seller shall, on an accrual basis, also make the adjustments thereto provided for in this Article 13, which (except as otherwise expressly provided) are to be apportioned prorations with respect to the Property shall be computed and determined between the parties as of the Cut-off Time (such that the period preceding 12:01 a.m. on the Closing Date shall be for the account of Seller and the period from and after the Closing Date shall be for the account of Purchaser) and, to the extent possible, settled at Closingas follows: (a) HOTEL REVENUES AND RECEIVABLES. All Hotel Revenues General real estate taxes, special assessments and the Receivables personal property taxes shall be prorated as of the Cut-off Time; providedClosing Date based on the then current taxes (if known, howeverbased on final tax bills for such period, that Hotel Revenues and if not known, based on the most recent ascertainable taxes) and the Receivables with respect special assessments due and owing prior to Hotel Revenues arising Closing, and Seller or Purchaser shall receive a credit at Closing, as appropriate. Without affecting the obligations set forth in this Section 14, 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 prorationate 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 rents and other sums receivable from tenants of the letting of Hotel guest rooms for Property, which were earned and attributable to the night immediately preceding period prior to the Closing Date, will be retained by Seller to the extent that such rents have been collected on or before the Closing Date. Rents earned and attributable to the period beginning on the Closing Date and thereafter will be paid to the Company by the tenants, or credited to Purchaser at Closing (if such rents are received by the Company prior to the Closing Date). All payments from tenants, on account of rent or otherwise, received by Seller on behalf of the Company after the Closing Date, whether attributable to the period prior to or after the Closing Date, shall be shared equally deemed to be held in trust by Seller for Purchaser and Purchasershall be promptly delivered to Purchaser by Seller for application as provided in this Section 14. All payments from tenants, on account of rent or otherwise, received after the Closing Date by Purchaser on behalf of the Company and all amounts received from Seller by Purchaser pursuant to the immediately preceding sentence, shall be applied first to rent or other sums then due under the Leases attributable to the month in which the Closing Date occurs, then to the period after the Closing Date on account of rents earned and attributable to such period, and then to Seller on account of rents which were earned and attributable to the period prior to the Closing Date. Any customary out-of-pocket costs incurred by Purchaser in collection of delinquent rentals shall be deducted by Purchaser prior to the payment to Seller on account of delinquent rentals as provided herein. Purchaser shall cause the Company to xxxx tenants for delinquent rentals, but need not be obligated to pay Seller for any of the Receivablesinitiate legal proceedings. Following the Closing, Seller shall have the right to contact tenants to request payment of delinquent rentals after the Closing Date and institute legal proceedings to collect the Receivables. Purchaser such delinquent rentals, but shall have no obligation right to pursue evict any tenant. Any such enforcement or collection efforts by Seller shall be at Seller's sole expense. (c) On the Closing Date, Seller shall either (i) deliver to the Company if not already held by it, in cash, or (ii) receive as a credit against the Purchase Price, an amount equal to all cash security deposits made by tenants occupying the Property which were paid to the Company by such tenants and which shall not have been applied by the Company or otherwise pursuant to the Leases, together with interest owing thereon pursuant to the applicable Lease, if any, and together with a listing (certified as true and correct by Seller) of the Receivablestenants to which such deposits and interest are owing. (d) All amounts payable, butowing or incurred in connection with the Property under the Contracts to be retained by the Company shall be prorated as of the Closing Date. (e) All utility deposits, if any, may be withdrawn by and refunded to Seller, and Purchaser should receive any payment shall make replacement deposits on account of any behalf of the Receivables at Company for utilities as may be required by the respective utilities involved. (f) All utility charges that are not separately metered to tenants shall be prorated to the Closing Date and Seller shall obtain a final billing therefor and pay any time following amounts owing therein for the Closing, period prior to the Closing Date and Purchaser shall promptly remit pay any amounts owing for the period on and after the Closing Date. 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 payment final bills become known. (g) Purchaser shall pay all leasing commissions and tenant improvement costs payable with respect to SellerLeases entered into after the date of this Agreement in accordance with the terms of Section 20(b) of this Agreement. If Seller should receive any payment on account of any Hotel Revenue relating has paid or caused the Company to periods of time after the Closing, Seller shall promptly remit pay such payment to Purchaser. Purchaser will, subject to the provisions of Section 13.1(b) below, honor, for its account, the terms and rates of all the Bookings entered into by Seller or Manager amounts prior to the Closing Date, but confirmed Purchaser shall reimburse Seller for such payments at Closing. Seller shall pay all other leasing commissions and tenant improvement costs payable with respect to all other Leases except those referenced in the preceding sentence. (h) Seller and Purchaser agree that as soon as reasonably possible after the close of the calendar year of the Property, the parties shall undertake a final master reconciliation of CAM, taxes and other pass-throughs and additional rent (including without limitation, percentage rent) with respect to the Leases and the Property. Such reconciliation shall be final. For purposes hereof, Seller and Purchaser shall each prepare tenant reconciliations for their respective applicable periods of time after ownership of the Interests. Purchaser shall transmit such information to the tenants. (i) Unless provided otherwise hereinabove, such other items as are customarily prorated in a purchase and sale of the type contemplated hereunder shall be prorated as of the Closing Date. (j) All wages, salaries and benefits of the Retained Employees shall be apportioned between Purchaser and Seller. (k) Notwithstanding anything in this Section 14 to the contrary, if any tenant under a Lease is obligated to pay any prorated item directly to the entity imposing same, such portion of the prorated item shall not be apportioned between Seller and Purchaser. If any item of income or expense set forth in this Section 14 is subject to final adjustment after Closing, then Seller and Purchaser shall make, and each shall be entitled to, an appropriate reproration to each such item promptly when accurate information becomes available, but in any event prior to one (1) year from the date of Closing. Any down payments on such confirmed Bookings reproration shall be paid promptly in cash to the party entitled thereto. (l) All insurance policies and other advance payments made Seller's property manager's management agreement and listing agreement (if any) shall be terminated as of the Closing Date and there shall be no proration with respect to Bookings for dates these items. (m) Notwithstanding anything to the contrary contained herein, all cash and cash equivalents maintained by the Company on or after the Closing Date will shall be credited the property of Seller, except as may be required to Purchaser at effect the Closingadjustments and prorations required by this Section 14, and except as required by Article 8. (n) Each of the provisions of this Section 14 shall 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 issuance of the final tax bills for the year in which the Closing occurs.

Adjustments and Prorations. In addition to the Purchase Price payable pursuant costs and expenses required to Article 3 of this Agreement and be paid in connection with the increases, decreases and adjustments to the Cash Portion consummation of the Purchase Price provided for elsewhere in this Agreementtransaction, which shall be paid by Purchaser and Seller shallas set forth in Section 6.5, on an accrual basis, also make the adjustments thereto provided for in this Article 13, which (except as otherwise expressly provided) are to following matters and items shall be apportioned with respect between the parties or, where appropriate, credited in total to the Property a particular party, as of the Cut-off Cut Off Time (such so that the period preceding the Closing Date is a date of income and expense for Purchaser as provided below: (a) Accounts Receivable; Trade Accounts Payable. Seller shall retain all Accounts Receivable. Trade accounts payable shall be identified as of the Cut Off Time. Seller shall pay (or cause Manager to pay) all trade accounts due and payable as of the Cut Off Time that relate to matters arising or accruing prior to the Closing Date in the ordinary course when due and Purchaser shall be responsible for the account of Seller and the period all such trade accounts payable that relate to matters arising or accruing from and after the Closing Date Date. Revenue from room rentals (including food and beverage receivables charged to guest room accounts) (i.e. the guest ledger) shall be for the account of Purchaser) and, belong to Seller to the extent possible, settled at Closing: (a) HOTEL REVENUES AND RECEIVABLES. All Hotel Revenues and attributable to any period prior to the Receivables shall be prorated as of the Cut-off TimeClosing Date; provided, however, that Hotel Revenues revenues from room charges (less third party collection costs, including, but not limited to, credit card fees, travel agent fees or commissions and the Receivables with respect to Hotel Revenues arising from the letting of Hotel guest rooms other similar charges) for the night immediately preceding the Closing Date shall be shared divided equally by between Purchaser and Seller. Revenue from the Hotel attributable to food and beverages (including alcoholic beverages) and other sales or services through the close of business for such food and beverage outlets or such other sales or service centers on the night (whether prior to or after the Cut Off Time) immediately preceding the Closing Date shall belong to Seller and Purchaser. Purchaser shall not (such revenue to be obligated to pay Seller for any determined based on completion of the Receivablesnight auditor’s run on the Closing Date). Following Thereafter, revenue from the Closing, Seller Hotel attributable to food and beverage and other sales or services shall have the right to collect the Receivables. Purchaser shall have no obligation to pursue collection of the Receivables, but, if Purchaser should receive any payment on account of any of the Receivables at any time following the Closing, Purchaser shall promptly remit such payment to Seller. If Seller should receive any payment on account of any Hotel Revenue relating to periods of time after the Closing, Seller shall promptly remit such payment belong to Purchaser. Each of Purchaser willand Seller shall be responsible for the payment of any sales, subject use, and/or hotel/motel occupancy taxes collected or otherwise due and payable in connection with the revenue allocated to the provisions of such party under this Section 13.1(b) below, honor, for its account, the terms and rates of all the Bookings entered into by Seller or Manager prior to the Closing Date, but confirmed for periods of time after the Closing Date. Any down payments on such confirmed Bookings and other advance payments made with respect to Bookings for dates on or after the Closing Date will be credited to Purchaser at the Closing7.1(a).

Adjustments and Prorations. In addition to the Purchase Price payable pursuant to Article 3 of this Agreement Adjustments and the increases, decreases and adjustments to the Cash Portion of the Purchase Price provided for elsewhere in this Agreement, Purchaser and Seller shall, on an accrual basis, also make the adjustments thereto provided for in this Article 13, which (except as otherwise expressly provided) are to be apportioned prorations with respect to the Property shall be computed and determined between the parties as of the Cut-off Time (such that the period preceding 12:01 a.m. on the Closing Date shall be for the account of Seller and the period from and after the Closing Date shall be for the account of Purchaser) and, to the extent possible, settled at Closingas follows: (a) HOTEL REVENUES AND RECEIVABLES. All Hotel Revenues General real estate taxes, special assessments and the Receivables personal property taxes shall be prorated as of the Cut-off Time; providedClosing Date based on the then current taxes (if known, howeverbased on final tax bills for such period -- and if not known, that Hotel Revenues based on the most recent ascertainable taxes) and the Receivables with respect special assessments due and owing prior to Hotel Revenues arising from the letting of Hotel guest rooms for the night immediately preceding the Closing Date shall be shared equally by Closing, and Seller and Purchaser. or Purchaser shall receive a credit at Closing, as appropriate. If final taxes or special assessments are not be obligated to pay Seller for any known as of the Receivables. Following the Closing, the parties agree to reprorate when such amounts become known, but no later than ninety (90) days after issuance of the final tax xxxx. (b) Seller shall have the right to contact tenants to reconcile CAM, taxes and other pass-throughs and additional rent with respect to the Property including delinquent rentals after the Closing Date and institute legal proceedings to collect such amounts, if necessary. Any such enforcement or collection efforts by Seller shall be at Seller's sole expense. (c) All amounts payable, owing or incurred in connection with the ReceivablesProperty under the Contracts to be assumed by Purchaser under the Assignment and Assumption shall be prorated as of the Closing Date. (d) All utility deposits, if any, may be withdrawn by and refunded to Seller and Purchaser shall make its own replacement deposits for utilities as may be required by the respective utilities involved. (e) The Xxxxxxx Money (unless previously disbursed to Seller) shall be paid to Seller at Closing. Purchaser shall have no obligation be entitled to pursue collection a credit against the Purchase Price in the amount of the ReceivablesXxxxxxx Money paid to Seller or credited against the Purchase Price, but, if Purchaser should receive any payment on account of any of as the Receivables at any time following the Closing, Purchaser shall promptly remit such payment to Seller. If Seller should receive any payment on account of any Hotel Revenue relating to periods of time after the Closing, Seller shall promptly remit such payment to Purchaser. Purchaser will, subject case may be. (f) All utility charges will be prorated to the provisions of Section 13.1(b) below, honor, Closing Date and Seller will obtain a final billing therefor and pay any amounts owing therein for its account, the terms and rates of all the Bookings entered into by Seller or Manager period prior to the Closing Date, but confirmed Date and Purchaser shall pay any amounts owing for periods of time the period on and after the Closing Date. Any down payments 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 confirmed Bookings and other advance payments made with respect to Bookings for dates on or final bills become known but no later than ninety (90) days after the Closing Date will Date. (g) A credit, if applicable, in accordance with Section 11(a) above. (h) Unless provided otherwise hereinabove, such other items as are customarily prorated in a purchase and sale of the type contemplated hereunder shall be credited to Purchaser at prorated as of the Closing Date. (i) Each of the provisions of this Section 14 shall survive the Closing.

Adjustments and Prorations. In addition to the Purchase Price payable pursuant to Article 3 of this Agreement Adjustments and the increases, decreases and adjustments to the Cash Portion of the Purchase Price provided for elsewhere in this Agreement, Purchaser and Seller shall, on an accrual basis, also make the adjustments thereto provided for in this Article 13, which (except as otherwise expressly provided) are to be apportioned prorations with respect to the Property shall be computed and determined between the parties as of the Cut-off Time (such that the period preceding 12:01 a.m. on the Closing Date shall be for the account of Seller and the period from and after the Closing Date shall be for the account of Purchaser) and, to the extent possible, settled at Closing:as follows: 17 (a) HOTEL REVENUES AND RECEIVABLES. All Hotel Revenues General real estate taxes, special assessments and the Receivables personal property taxes shall be prorated as of the Cut-off Time; providedClosing Date based on the then current taxes (if known, howeverbased on final tax bills for such period, that Hotel Revenues and if not known, based on the most recent ascertainable taxes) and the Receivables with respect special assessments due and owing prior to Hotel Revenues arising Closing, and Seller or Purchaser shall receive a credit at Closing, as appropriate. Without affecting the obligations set forth in this Section 13, 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 rents and other sums receivable from tenants of the letting of Hotel guest rooms for Property, which were earned and attributable to the night immediately preceding period prior to the Closing Date, will be credited to Seller to the extent that such rents have been collected on or before the Closing Date. Rents earned and attributable to the period beginning on the Closing Date and thereafter will be paid to the Company by the tenants, or credited to Purchaser at Closing (if such rents are received by the Company prior to the Closing Date). All payments from tenants, on account of rent or otherwise, received by Seller on behalf of the Company after the Closing Date, whether attributable to the period prior to or after the Closing Date, shall be shared equally deemed to be held in trust by Seller for Purchaser and Purchasershall be promptly delivered to Purchaser by Seller for application as provided in this Section 13. All payments from tenants, on account of rent or otherwise, received after the Closing Date by the Company or by Purchaser on behalf of the Company and all amounts received from Seller by Purchaser pursuant to the immediately preceding sentence, shall be applied first to rent or other sums then due under the Leases attributable to the month in which the Closing Date occurs, then to the period after the Closing Date on account of rents earned and attributable to such period, and then to Seller on account of rents which were earned and attributable to the period prior to the Closing Date. Any customary out-of-pocket costs incurred by Purchaser in collection of delinquent rentals shall be deducted by Purchaser prior to the payment to Seller on account of delinquent rentals as provided herein. Purchaser shall cause the Company to xxxx tenants for delinquent rentals, but need not be obligated to pay Seller for any of the Receivablesinitiate legal proceedings. Following the Closing, Seller shall have the right to contact tenants to request payment of delinquent rentals after the Closing Date and institute legal proceedings to collect the Receivables. Purchaser such delinquent rentals, but shall have no obligation right to pursue evict any tenant. Any such enforcement or collection efforts by Seller shall be at Seller’s sole expense. (c) On the Closing Date, Seller shall either (i) deliver to the Company if not already held by it, in cash, or (ii) receive as a credit against the Purchase Price, an amount equal to all cash security deposits made by tenants occupying the Property which were paid to the Company by such tenants and which shall not have been applied by the Company or otherwise pursuant to the Leases, together with interest owing thereon pursuant to the applicable Lease, if any, and together with a listing (certified as true and correct by Seller) of the Receivablestenants to which such deposits and interest are owing. (d) All amounts payable, butowing or incurred in connection with the Property under the Contracts to be retained by the Company shall be prorated as of the Closing Date. 18 (e) All utility deposits, if any, may be withdrawn by and refunded to Seller, and Purchaser should receive any payment shall make replacement deposits on account of any behalf of the Receivables at Company for utilities as may be required by the respective utilities involved. (f) All utility charges that are not separately metered to tenants shall be prorated to the Closing Date and Seller shall obtain a final billing therefor and pay any time following amounts owing therein for the Closing, period prior to the Closing Date and Purchaser shall promptly remit pay any amounts owing for the period on and after the Closing Date. 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 payment final bills become known. (g) Purchaser shall pay all leasing commissions and tenant improvement costs payable with respect to SellerLeases (other than for any Required Lease) approved by Purchaser and entered into after the date of this Agreement in accordance with the terms of Section 19(b) of this Agreement. If Seller should receive any payment on account of any Hotel Revenue relating has paid or caused the Company to periods of time after the Closing, Seller shall promptly remit pay such payment to Purchaser. Purchaser will, subject to the provisions of Section 13.1(b) below, honor, for its account, the terms and rates of all the Bookings entered into by Seller or Manager amounts prior to the Closing Date, but confirmed Purchaser shall reimburse Seller for such payments at Closing. Seller shall pay all other leasing commissions and tenant improvement costs payable with respect to all other Leases except those referenced in the preceding sentence. (h) Seller and Purchaser agree that as soon as reasonably possible after the close of the calendar year of the Closing, the parties shall undertake a final master reconciliation of CAM, taxes and other pass-throughs and additional rent (including without limitation, percentage rent) with respect to the Leases and the Property. Such reconciliation shall be final. For purposes hereof, Seller and Purchaser shall each prepare tenant reconciliations for their respective applicable periods of time after ownership of the Interests. Purchaser shall transmit such information to the tenants. (i) Unless provided otherwise hereinabove, such other items as are customarily prorated in a purchase and sale of the type contemplated hereunder shall be prorated as of the Closing Date. (j) All wages, salaries and benefits of retained Employees, if any, shall be apportioned between Purchaser and Seller. (k) Notwithstanding anything in this Section 13 to the contrary, if any tenant under a Lease is obligated to pay any prorated item directly to the entity imposing same, such portion of the prorated item shall not be apportioned between Seller and Purchaser. If any item of income or expense set forth in this Section 13 is subject to final adjustment after Closing, then Seller and Purchaser shall make, and each shall be entitled to, an appropriate reproration to each such item promptly when accurate information becomes available, but in any event prior to one (1) year from the date of Closing. Any down payments on such confirmed Bookings reproration shall be paid promptly in cash to the party entitled thereto. (l) All insurance policies and other advance payments made Seller’s property manager’s management agreement and listing agreement (if any) shall be terminated as of the Closing Date and there shall be no proration with respect to Bookings for dates on these items. 19 (m) Each of the provisions of this Section 13 shall 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 issuance of the final tax bills for the year in which the Closing Date will be credited to Purchaser at the Closingoccurs.