Common use of Adjustments and Prorations Clause in Contracts

Adjustments and Prorations. 6.1 The following adjustments and prorations shall be made at the Closing between SCOLP and Contributor, and shall be computed to, but not including, the Closing Date. (a) Real estate taxes and personal property taxes which are a lien upon or levied against any portion of each Project on or prior to the Closing Date, and all special assessments levied prior to the Closing Date (to the extent of installments thereof due on or prior to the Closing Date) shall be paid by Contributor on or prior to the Closing Date. Further, all taxes in the nature of rollback or similar taxes charged, assessed or levied based on the prior use or any change in use of the Land or Improvements prior to Closing shall be the obligation of Contributor. All real estate taxes and personal property taxes (the “Current Taxes”) levied against any portion of each Project with respect to the applicable tax year in which the Closing occurs shall be prorated and adjusted between the parties such that Contributor is responsible for that portion of the Current Taxes allocable to the period from the beginning of such tax year to the Closing Date, and SCOLP is responsible for that portion of the Current Taxes allocable to the period commencing on the Closing Date through the end of the tax year. In addition, if Contributor or any Property Owner has paid any taxes or assessments for or in respect of tax years commencing after the Closing Date, then SCOLP shall be responsible for same and the amount thereof shall be credited to Contributor at Closing. If the tax bills for the Current Taxes have not been issued by the Closing Date, Contributor and SCOLP agree to prorate such Current Taxes on the basis of the taxes for the tax year immediately preceding the Closing for the purpose of computing the prorations under this Section 6.1(a), and to reprorate such Current Taxes at the request of either party promptly after the final bills for such Current Taxes are issued after Closing. The obligation to reprorate such Current Taxes will survive the Closing. Any refund or rebate of Current Taxes which is received by or payable to any Property Owner after the Closing shall be prorated between Contributor and SCOLP in the manner provided above promptly upon receipt. If there are any open appeals of real estate taxes or assessments for tax years prior to the tax year in which the Closing occurs, then Contributor shall be permitted to continue to prosecute and control such appeals at Contributor’s sole expense (and SCOLP covenants that it shall cause the applicable Property Owner, after Closing, to provide reasonable cooperation to Contributor to so prosecute and control such appeals); provided however, SCOLP have the right, at its expense, to participate in any proceeding which could reasonably be expected to affect any taxes required to be paid by any Property Owner on or after the date hereof and to consent to the settlement of any such proceeding and if the proceedings affect taxes and assessments for periods both before and after the Closing, then the parties will cooperate reasonably and the fees, costs and expenses of such proceeding shall be equitably allocated between Contributor and SCOLP. Further, if, after the Closing, any Property Owner receives or is entitled to receive any refund or rebate of taxes or assessments for periods prior to the tax year in which the Closing occurs, then upon receipt SCOLP shall pay the amount thereof directly to Contributor or Contributor’s successors and assigns. The obligations of SCOLP under the preceding three sentences shall survive the Closing. (b) The amount of all unpaid water and other utility bills for each Project which are not directly billed to the tenants of each Project, and all other operating and other expenses incurred with respect to each Projects relating to the period prior to the Closing Date, shall be paid by Contributor on or prior to the Closing Date or, if not paid, as soon as possible after Closing following receipt of an invoice therefor. (c) Charges under Assumed Project Contracts (as defined in Section 7.1(f) below) attributable to the period prior to the Closing Date shall be paid by Contributor prior to the Closing Date, or, if not paid, the amount due shall be credited to SCOLP as of the Closing Date. All charges under the Non-Assumed Project Contracts (as defined in Section 7.1(f) below) shall be paid by Contributor, whether such charges are attributable to the period prior to the Closing Date or the period after the Closing Date. (d) All prepaid rental, pass-through charges, assessments and other revenues with respect to the operation of the Property collected by Contributor, the Holding Companies, or the Property Owners up to the Closing Date which are allocable to the period from and after the Closing Date shall be paid by Contributor to SCOLP. Current resident rents, pass-through charges and assessments shall be prorated and adjusted as of the date of Closing based upon the actual number of days in the month of Closing with SCOLP being credited for rents, pass-through charges and assessments on the date of Closing. In the event any pass-through charges (such as real estate taxes) are passed through to residents in the current year are based on a prior year’s amount without reconciliation with the residents, the amount actually used for the pass-through charge in the current year is the amount which shall be prorated by Contributor and SCOLP under this paragraph (d) without any subsequent reconciliation between Contributor and SCOLP. All rental, pass-through charges, assessments and other revenues actually collected by SCOLP attributable to rent due for such month of Closing and received by SCOLP within sixty (60) days following the Closing Date, shall be prorated between Contributor and SCOLP based on the number of days in such month each owned each Project. Except as provided in the preceding paragraph, to the extent SCOLP collects, within one hundred eighty (180) after the Closing, any rental, pass-through charges, assessments or revenues allocable to the period prior to the Closing Date, SCOLP shall pay the same to Contributor and SCOLP shall use its good faith efforts to collect all such rent, pass-through charges, assessments or revenues allocable to the period prior to the Closing Date, but SCOLP shall not be required to commence litigation or institute evictions with respect to such tenants; provided, however, and except as otherwise set forth above, SCOLP is assuming no obligation whatsoever for the collection of such rentals, pass-through charges, assessments or revenues and all rentals, pass-through charges, assessments and revenues collected subsequent to the Closing Date shall always, in the first instance, be applied first to the most current rentals, pass-through charges, assessments and revenues, if any, then due under the Tenant Leases or otherwise. Further, Contributor shall not have the right to seek collection, through litigation or otherwise, of unpaid rent, pass-through charges or assessments from any person while they remain a tenant of a Project, nor shall Contributor institute any eviction or lockout proceedings against any residents to recover delinquent rents, pass-through charges or assessments. Contributor shall retain one hundred (100%) percent of the right to receive any past due rents with respect to residents who are no longer residents of the Projects. Following Closing, SCOLP shall assume any eviction actions which are on-going as of the date of Closing and shall assume responsibility for payment of any legal fees associated with such eviction actions incurred on and after the Closing Date, and sums received by SCOLP as a result of such eviction actions shall first be applied to reimburse SCOLP and Contributor for legal fees incurred in connection with such actions and the balance of such amounts prorated between Contributor and SCOLP as provided above. Any pass-through charges or assessments that are paid by tenants at the Projects on an annual basis or other non-monthly basis shall be prorated based upon the actual number of days in the period in which the Closing occurs with SCOLP being credited for rents, pass-through charges and assessments on the date of Closing. Notwithstanding the foregoing, prior to Closing, in order to avoid the ongoing reconciliation described in this Section 6.1(d), SCOLP and Contributor shall use good faith efforts to mutually agree upon terms by which SCOLP will have the right to retain all delinquent rents and receivables at the Projects collected after Closing in exchange for an agreed upon credit to the Contributor at Closing. (e) Any Tenant Lease executed after the Effective Date and prior to the Closing Date shall be executed in compliance with any applicable provisions of Exhibit I of the Omnibus Agreement. (f) An amount equal to all expenses of the Projects which were paid prior to the Closing Date and for which SCOLP will benefit after the Closing Date including, without limitation, pre-paid taxes and assessments (if applicable), annual license and permit fees and pre-paid amounts (if any) under the Assumed Project Contracts, shall be disbursed or credited to Contributor at the Closing, and an amount equal to all expenses of the Projects which were incurred prior to the Closing Date and are due or paid after the Closing Date shall be credited to SCOLP at the Closing and SCOLP shall cause all such expenses to be paid. (g) The credit to SCOLP, if any, payable in accordance with the pre-closing operating covenants (attached to the Omnibus Agreement) in connection with Capital Projects. (h) All costs and expenses incurred by Contributor or any Holding Company or Property Owner prior to the Closing Date in connection with the transactions contemplated herein and the performance of its obligations under this Agreement, including, without limitation, attorney and other professional fees and the costs and expenses payable by Contributor or any Holding Company or Property Owner hereunder, shall be paid by Contributor and shall not be charged to, or the responsibility of any Holding Company or Property Owner or SCOLP. (i) All interest accrued for the Assumed Debt up to the Closing Date shall be paid by the Property Owners who are the borrowers under the Assumed Debt on or before the Closing Date, or, if not paid, an amount equal to the entire amount of such accrued interest shall be credited to SCOLP as of the Closing Date. (j) All escrows and reserve accounts under the Assumed Debt and the Mortgage Documents which will remain in place after the Closing for the benefit of SCOLP, the Holding Companies, and the Property Owners and shall be credited by SCOLP to Contributor at the Closing. (k) Contributor will be entitled to a credit at Closing for any utility deposit, public improvement bond or similar refundable security posted for the benefit of any Project for which SCOLP receives the benefit after Closing. (l) Contributor shall be entitled to cause each Property Owner and each Holding Company to distribute to Contributor prior to Closing all cash on hand, cash equivalents and other investments and assets, other than the Projects and related Improvements, the Personal Property or other Acquired Assets described in the Omnibus Agreement. 6.2 If, within one hundred eighty (180) days after the Closing, either SCOLP or Contributor discovers any inaccuracies or errors in the prorations or adjustments done at Closing pursuant to Sections 6.1, such party shall notify the other party of such inaccuracy or error by written notice including reasonable detail of the appropriate calculation. In such event, the parties shall attempt, in good faith, to resolve any issues with respect to the prorations and adjustments done at Closing pursuant to Section 6.1. After the parties resolve any such issues or, in the event the parties are unable to resolve such issues, a final judgment has been rendered with respect to such matter without timely appeal or after all appeals timely made are fully resolved, SCOLP and Contributor shall promptly take all action and pay all sums necessary so that such prorations and adjustments completed pursuant to Section 6.1 hereof shall be in accordance with the terms of this Agreement, and the obligations of either party to pay any such amount shall survive the Closing Date. Contributor and SCOLP further acknowledge and agree that if neither party has identified an inaccuracy or error in the prorations or adjustments completed pursuant to Section 6.1 within such one hundred eighty (180) days, the obligation to complete a post-closing adjustment shall be deemed null and void and of no further force and effect; provided, however, that the 180-day period in this Section 6.2 shall not apply to the reproration of Current Taxes under Section 6.1(a), which will be effected promptly after the issuance of the final tax bills for the Current Taxes.

Adjustments and Prorations. 6.1 The following adjustments and prorations shall be made at the Closing between SCOLP and Contributorthe Holding Companies, and shall be computed to, but not including, the Closing Date. (a) Real estate taxes and personal property taxes which are a lien upon or levied against any portion of each Project on or prior to the Closing Date, and all special assessments levied prior to the Closing Date (to the extent of installments thereof due on or prior to the Closing Date) shall be paid by Contributor the Holding Companies on or prior to the Closing Date. Further, all taxes in the nature of rollback or similar taxes charged, assessed or levied based on the prior use or any change in use of the Land or Improvements prior to Closing shall be the obligation of Contributorthe Holding Companies. All real estate taxes and personal property taxes (the “Current Taxes”) levied against any portion of each Project with respect to the applicable tax year in which the Closing occurs shall be prorated and adjusted between the parties such that Contributor is the Holding Companies are responsible for that portion of the Current Taxes allocable to the period from the beginning of such tax year to the Closing Date, and SCOLP is responsible for that portion of the Current Taxes allocable to the period commencing on the Closing Date through the end of the tax year. In addition, if Contributor the Holding Companies or any Property Owner has paid any taxes or assessments for or in respect of tax years commencing after the Closing Date, then SCOLP shall be responsible for same and the amount thereof shall be credited to Contributor the Holding Companies at Closing. If the tax bills for the Current Taxes have not been issued by the Closing Date, Contributor and SCOLP agree to prorate such Current Taxes on the basis of the taxes for the tax year immediately preceding the Closing for the purpose of computing the prorations under this Section 6.1(a), and to reprorate such Current Taxes at the request of either party promptly after the final bills for such Current Taxes are issued after Closing. The obligation to reprorate such Current Taxes will survive the Closing. Any refund or rebate of Current Taxes which is received by or payable to any Property Owner after the Closing shall be prorated between Contributor the Holding Companies and SCOLP in the manner provided above promptly upon receipt. If there are any open appeals of real estate taxes or assessments for tax years prior to the tax year in which the Closing occurs, then Contributor the Holding Companies shall be permitted to continue to prosecute and control such appeals at Contributor’s the Holding Companies’ sole expense (and SCOLP covenants that it shall cause the applicable Property Owner, after Closing, to provide reasonable cooperation to Contributor or the Holding Companies to so prosecute and control such appeals); provided however, SCOLP have the right, at its expense, to participate in any proceeding which could reasonably be expected to affect any taxes required to be paid by any Property Owner on or after the date hereof and to consent to the settlement of any such proceeding and if the proceedings affect taxes and assessments for periods both before and after the Closing, then the parties will cooperate reasonably and the fees, costs and expenses of such proceeding shall be equitably allocated between Contributor the Holding Companies and SCOLP. Further, if, after the Closing, any Property Owner receives or is entitled to receive any refund or rebate of taxes or assessments for periods prior to the tax year in which the Closing occurs, then upon receipt SCOLP shall pay the amount thereof directly to Contributor the Holding Companies or Contributor’s the Holding Companies’ successors and assigns. The obligations of SCOLP under the preceding three sentences shall survive the Closing. (b) The amount of all unpaid water and other utility bills for each Project which are not directly billed to the tenants of each Project, and all other operating and other expenses incurred with respect to each Projects relating to the period prior to the Closing Date, shall be paid by Contributor the Holding Companies on or prior to the Closing Date or, if not paid, as soon as possible after Closing following receipt of an invoice therefor. (c) Charges under Assumed Project Contracts (as defined in Section 7.1(f) below) attributable to the period prior to the Closing Date shall be paid by Contributor the Holding Companies prior to the Closing Date, or, if not paid, the amount due shall be credited to SCOLP as of the Closing Date. All charges under the Non-Assumed Project Contracts (as defined in Section 7.1(f) below) shall be paid by Contributorthe Holding Companies, whether such charges are attributable to the period prior to the Closing Date or the period after the Closing Date. (d) All prepaid rental, pass-through charges, assessments and other revenues with respect to the operation of the Property collected by Contributor, the Holding Companies, or the Property Owners up to the Closing Date which are allocable to the period from and after the Closing Date shall be paid by Contributor the Holding Companies to SCOLP. Current resident rents, pass-through charges and assessments shall be prorated and adjusted as of the date of Closing based upon the actual number of days in the month of Closing with SCOLP being credited for rents, pass-through charges and assessments on the date of Closing. In the event any pass-through charges (such as real estate taxes) are passed through to residents in the current year are based on a prior year’s amount without reconciliation with the residents, the amount actually used for the pass-through charge in the current year is the amount which shall be prorated by Contributor the Holding Companies and SCOLP under this paragraph (d) without any subsequent reconciliation between Contributor the Holding Companies and SCOLP. All rental, pass-through charges, assessments and other revenues actually collected by SCOLP attributable to rent due for such month of Closing and received by SCOLP within sixty (60) days following the Closing Date, shall be prorated between Contributor the Holding Companies and SCOLP based on the number of days in such month each owned each Project. Except as provided in the preceding paragraph, to the extent SCOLP collects, within one hundred eighty (180) days after the Closing, any rental, pass-through charges, assessments or revenues allocable to the period prior to the Closing Date, SCOLP shall pay the same to Contributor the applicable Holding Company and SCOLP shall use its good faith efforts to collect all such rent, pass-through charges, assessments or revenues allocable to the period prior to the Closing Date, but SCOLP shall not be required to commence litigation or institute evictions with respect to such tenants; provided, however, and except as otherwise set forth above, SCOLP is assuming no obligation whatsoever for the collection of such rentals, pass-through charges, assessments or revenues and all rentals, pass-through charges, assessments and revenues collected subsequent to the Closing Date shall always, in the first instance, be applied first to the most current rentals, pass-through charges, assessments and revenues, if any, then due under the Tenant Leases or otherwise. Further, Contributor and the Holding Companies shall not have the right to seek collection, through litigation or otherwise, of unpaid rent, pass-through charges or assessments from any person while they remain a tenant of a Project, nor shall Contributor institute any eviction or lockout proceedings against any residents to recover delinquent rents, pass-through charges or assessments. Contributor shall retain one hundred (100%) percent of the right to receive any past due rents with respect to residents who are no longer residents of the Projects. Following Closing, SCOLP shall assume any eviction actions which are on-going as of the date of Closing and shall assume responsibility for payment of any legal fees associated with such eviction actions incurred on and after the Closing Date, and sums received by SCOLP as a result of such eviction actions shall first be applied to reimburse SCOLP and Contributor the Holding Companies for legal fees incurred in connection with such actions and the balance of such amounts prorated between Contributor the Holding Companies and SCOLP as provided above. Any pass-through charges or assessments that are paid by tenants at the Projects on an annual basis or other non-monthly basis shall be prorated based upon the actual number of days in the period in which the Closing occurs with SCOLP being credited for rents, pass-through charges and assessments on the date of Closing. Notwithstanding the foregoing, prior to Closing, in order to avoid the ongoing reconciliation described in this Section 6.1(d), SCOLP and Contributor shall use good faith efforts to mutually agree upon terms by which SCOLP will have the right to retain all delinquent rents and receivables at the Projects collected after Closing in exchange for an agreed upon credit to the Contributor Holding Companies at Closing. (e) Any Tenant Lease executed after the Effective Date and prior to the Closing Date shall be executed in compliance with any applicable provisions of Exhibit I of the Omnibus Agreement. (f) An amount equal to all expenses of the Projects which were paid prior to the Closing Date and for which SCOLP will benefit after the Closing Date including, without limitation, pre-paid taxes and assessments (if applicable), annual license and permit fees and pre-paid amounts (if any) under the Assumed Project Contracts, shall be disbursed or credited to Contributor the Holding Companies at the Closing, and an amount equal to all expenses of the Projects which were incurred prior to the Closing Date and are due or paid after the Closing Date shall be credited to SCOLP at the Closing and SCOLP shall cause all such expenses to be paid. (g) The credit to SCOLPcredit, if any, payable in accordance with the pre-closing operating covenants (attached to the Omnibus Agreement) in connection with Capital Projects. (h) All costs and expenses incurred by Contributor or any Holding Company or Property Owner prior to the Closing Date in connection with the transactions contemplated herein and the performance of its obligations under this Agreement, including, without limitation, attorney and other professional fees and the costs and expenses payable by Contributor or any Holding Company or Property Owner hereunder, shall be paid by Contributor or the Holding Companies and shall not be charged to, or the responsibility of any Holding Company or Property Owner or SCOLP. (i) All interest accrued for the Assumed Debt up to the Closing Date shall be paid by the Property Owners who are the borrowers under the Assumed Debt on or before the Closing Date, or, if not paid, an amount equal to the entire amount of such accrued interest shall be credited to SCOLP as of the Closing Date. (j) All escrows and reserve accounts under the Assumed Debt and the Mortgage Documents which will remain in place after the Closing for the benefit of SCOLP, the Holding Companies, and the Property Owners and shall be credited by SCOLP to Contributor at the Closing. (k) Contributor The Holding Companies will be entitled to a credit at Closing for any utility deposit, public improvement bond or similar refundable security posted for the benefit of any Project for which SCOLP receives the benefit after Closing. (l) Contributor shall be entitled to cause each Property Owner and each Holding Company to distribute to Contributor the applicable Holding Companies prior to Closing all cash on hand, cash equivalents and other investments and assets, other than the Projects and related Improvements, the Personal Property or other Acquired Assets described in the Omnibus Agreement. 6.2 If, within one hundred eighty (180) days after the Closing, either SCOLP or Contributor discovers any inaccuracies or errors in the prorations or adjustments done at Closing pursuant to Sections 6.1, such party shall notify the other party of such inaccuracy or error by written notice including reasonable detail of the appropriate calculation. In such event, the parties shall attempt, in good faith, to resolve any issues with respect to the prorations and adjustments done at Closing pursuant to Section 6.1. After the parties resolve any such issues or, in the event the parties are unable to resolve such issues, a final judgment has been rendered with respect to such matter without timely appeal or after all appeals timely made are fully resolved, SCOLP and Contributor shall promptly take all action and pay all sums necessary so that such prorations and adjustments completed pursuant to Section 6.1 hereof shall be in accordance with the terms of this Agreement, and the obligations of either party to pay any such amount shall survive the Closing Date. Contributor and SCOLP further acknowledge and agree that if neither party has identified an inaccuracy or error in the prorations or adjustments completed pursuant to Section 6.1 within such one hundred eighty (180) days, the obligation to complete a post-closing adjustment shall be deemed null and void and of no further force and effect; provided, however, that the 180-day period in this Section 6.2 shall not apply to the reproration of Current Taxes under Section 6.1(a), which will be effected promptly after the issuance of the final tax bills for the Current Taxes.

Adjustments and Prorations. 6.1 The following adjustments Adjustments and prorations shall be made at with respect to the Closing between SCOLP and Contributor, and Property shall be computed to, but not including, and determined between the parties as of 12:01 a.m. on the Closing Date (as if Purchaser were vested with title to the Property during the entire Closing Date.) as follows: (a) Real General real estate taxes and personal property taxes which are a lien upon or levied against any portion of each Project on or prior to the Closing Datetaxes, and all special assessments levied prior to the Closing Date (to the extent of installments thereof due on or prior to the Closing Date) shall be paid by Contributor on or prior to the Closing Date. Further, all taxes in the nature of rollback or similar taxes charged, assessed or levied based on the prior use or any change in use of the Land or Improvements prior to Closing shall be the obligation of Contributor. All real estate taxes and personal property taxes (including, without limitation, any assessments relating to Permitted Exceptions), business improvement district assessments or similar charges, property owner’s association assessments, if any, water rates and charges, sewer taxes, vault charges and taxes shall be prorated for the “Current Taxes”) levied against any portion of each Project with respect to the applicable tax year in which the Closing closing occurs shall be prorated and adjusted between the parties such that Contributor is responsible for that portion based on actual days involved as of the Current Taxes allocable to the period from the beginning of such tax year to the Closing Date, and SCOLP is responsible for that portion of the Current Taxes allocable to the period commencing on the Closing Date through based on the end of the tax year. In additionthen current taxes (if known, if Contributor or any Property Owner has paid any taxes or assessments for or in respect of tax years commencing after the Closing Date, then SCOLP shall be responsible for same and the amount thereof shall be credited to Contributor at Closing. If the based on final tax bills for the Current Taxes have such period -- and if not been issued by the Closing Dateknown, Contributor and SCOLP agree to prorate such Current Taxes based on the basis of most recent ascertainable taxes) and the taxes for the tax year immediately preceding the Closing for the purpose of computing the prorations under this Section 6.1(a)special assessments due and owing prior to Closing, and to reprorate such Current Taxes Seller or Purchaser shall receive a credit at the request of either party promptly after the final bills for such Current Taxes are issued after Closing. The obligation to reprorate such Current Taxes will survive the Closing. Any refund or rebate of Current Taxes which is received by or payable to any Property Owner after the Closing shall be prorated between Contributor and SCOLP in the manner provided above promptly upon receipt, as appropriate. If there are any open appeals of real estate final taxes or special assessments for tax years prior to the tax year in which the Closing occurs, then Contributor shall be permitted to continue to prosecute and control such appeals at Contributor’s sole expense (and SCOLP covenants that it shall cause the applicable Property Owner, after Closing, to provide reasonable cooperation to Contributor to so prosecute and control such appeals); provided however, SCOLP have the right, at its expense, to participate in any proceeding which could reasonably be expected to affect any taxes required to be paid by any Property Owner on or after the date hereof and to consent to the settlement are not known as of any such proceeding and if the proceedings affect taxes and assessments for periods both before and after the Closing, then the parties will cooperate reasonably and the fees, costs and expenses of agree to reprorate when such proceeding shall be equitably allocated between Contributor and SCOLP. Further, if, after the Closing, any Property Owner receives or is entitled to receive any refund or rebate of taxes or assessments for periods prior to the tax year in which the Closing occurs, then upon receipt SCOLP shall pay the amount thereof directly to Contributor or Contributor’s successors and assignsamounts become known. The obligations provisions of SCOLP under the preceding three sentences Section 13(a) shall survive the Closing. (b) The amount of all unpaid water All rents and other utility bills for each Project which are not directly billed to the sums receivable from tenants of each Projectthe Property, which were earned and all other operating and other expenses incurred with respect to each Projects relating attributable to the period prior to the Closing Date, shall 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 Contributor on the tenants under the Leases, 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 after the Closing Date orby Purchaser 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, if not paid, as soon as possible after Closing following receipt and then promptly paid to Seller on account of an invoice therefor. (c) Charges under Assumed Project Contracts (as defined in Section 7.1(f) below) rents which were earned and attributable to the period prior to the Closing Date but which were not paid when due, provided, Purchaser’s obligation shall extend only to such amounts collected within 180 days after the Closing Date. Purchaser shall use commercially reasonable efforts to collect or attempt to collect delinquent rentals, but shall not be paid by Contributor prior required to file suit against such tenants or terminate such leases. In the event that, after the Closing, Seller recovers any payments of rent or other sums due from tenants under Leases, Seller shall promptly forward to Purchaser any portion of such payments to which Purchaser is entitled in accordance with this Section 13(b). (c) On the Closing Date, orSeller 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 13, as appropriate, an amount equal to the cash security deposits made by tenants occupying the Property which were actually paid to Seller as set forth on Exhibit B 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 not paidany, the amount due shall be credited to SCOLP as and together with a listing of the Closing Date. All charges under the Non-Assumed Project Contracts (as defined in Section 7.1(f) below) shall be paid by Contributor, whether tenants to which such charges deposits and interest are attributable to the period prior to the Closing Date or the period after the Closing Dateowing. (d) All prepaid rentalamounts payable, pass-through charges, assessments and other revenues with respect to the operation of the Property collected by Contributor, the Holding Companies, owing or the Property Owners up to the Closing Date which are allocable to the period from and after the Closing Date shall be paid by Contributor to SCOLP. Current resident rents, pass-through charges and assessments shall be prorated and adjusted as of the date of Closing based upon the actual number of days in the month of Closing with SCOLP being credited for rents, pass-through charges and assessments on the date of Closing. In the event any pass-through charges (such as real estate taxes) are passed through to residents in the current year are based on a prior year’s amount without reconciliation with the residents, the amount actually used for the pass-through charge in the current year is the amount which shall be prorated by Contributor and SCOLP under this paragraph (d) without any subsequent reconciliation between Contributor and SCOLP. All rental, pass-through charges, assessments and other revenues actually collected by SCOLP attributable to rent due for such month of Closing and received by SCOLP within sixty (60) days following the Closing Date, shall be prorated between Contributor and SCOLP based on the number of days in such month each owned each Project. Except as provided in the preceding paragraph, to the extent SCOLP collects, within one hundred eighty (180) after the Closing, any rental, pass-through charges, assessments or revenues allocable to the period prior to the Closing Date, SCOLP shall pay the same to Contributor and SCOLP shall use its good faith efforts to collect all such rent, pass-through charges, assessments or revenues allocable to the period prior to the Closing Date, but SCOLP shall not be required to commence litigation or institute evictions with respect to such tenants; provided, however, and except as otherwise set forth above, SCOLP is assuming no obligation whatsoever for the collection of such rentals, pass-through charges, assessments or revenues and all rentals, pass-through charges, assessments and revenues collected subsequent to the Closing Date shall always, in the first instance, be applied first to the most current rentals, pass-through charges, assessments and revenues, if any, then due under the Tenant Leases or otherwise. Further, Contributor shall not have the right to seek collection, through litigation or otherwise, of unpaid rent, pass-through charges or assessments from any person while they remain a tenant of a Project, nor shall Contributor institute any eviction or lockout proceedings against any residents to recover delinquent rents, pass-through charges or assessments. Contributor shall retain one hundred (100%) percent of the right to receive any past due rents with respect to residents who are no longer residents of the Projects. Following Closing, SCOLP shall assume any eviction actions which are on-going as of the date of Closing and shall assume responsibility for payment of any legal fees associated with such eviction actions incurred on and after the Closing Date, and sums received by SCOLP as a result of such eviction actions shall first be applied to reimburse SCOLP and Contributor for legal fees incurred in connection with such actions the Property under the Contracts to be assumed by Purchaser under the Assignment and the balance of such amounts prorated between Contributor and SCOLP as provided above. Any pass-through charges or assessments that are paid by tenants at the Projects on an annual basis or other non-monthly basis Assumption shall be prorated based upon the actual number of days in the period in which the Closing occurs with SCOLP being credited for rents, pass-through charges and assessments on the date of Closing. Notwithstanding the foregoing, prior to Closing, in order to avoid the ongoing reconciliation described in this Section 6.1(d), SCOLP and Contributor shall use good faith efforts to mutually agree upon terms by which SCOLP will have the right to retain all delinquent rents and receivables at the Projects collected after Closing in exchange for an agreed upon credit to the Contributor at Closing. (e) Any Tenant Lease executed after the Effective Date and prior to the Closing Date shall be executed in compliance with any applicable provisions of Exhibit I of the Omnibus Agreement. (f) An amount equal to all expenses of the Projects which were paid prior to the Closing Date and for which SCOLP will benefit after the Closing Date including, without limitation, pre-paid taxes and assessments (if applicable), annual license and permit fees and pre-paid amounts (if any) under the Assumed Project Contracts, shall be disbursed or credited to Contributor at the Closing, and an amount equal to all expenses of the Projects which were incurred prior to the Closing Date and are due or paid after the Closing Date shall be credited to SCOLP at the Closing and SCOLP shall cause all such expenses to be paid. (g) The credit to SCOLP, if any, payable in accordance with the pre-closing operating covenants (attached to the Omnibus Agreement) in connection with Capital Projects. (h) All costs and expenses incurred by Contributor or any Holding Company or Property Owner prior to the Closing Date in connection with the transactions contemplated herein and the performance of its obligations under this Agreement, including, without limitation, attorney and other professional fees and the costs and expenses payable by Contributor or any Holding Company or Property Owner hereunder, shall be paid by Contributor and shall not be charged to, or the responsibility of any Holding Company or Property Owner or SCOLP. (i) All interest accrued for the Assumed Debt up to the Closing Date shall be paid by the Property Owners who are the borrowers under the Assumed Debt on or before the Closing Date, or, if not paid, an amount equal to the entire amount of such accrued interest shall be credited to SCOLP as of the Closing Date. (je) All escrows utility deposits, if any, may be withdrawn by and reserve accounts under refunded to Seller, and Purchaser shall make its own replacement deposits for utilities as may be required by the Assumed Debt respective utilities involved. In the event any payments have been received by Seller in connection with any cable or telephone contracts affecting the Property, such payment amounts, if any, shall be prorated among Seller and Purchaser to the Mortgage Documents which will remain in place extent any amount of such payments applies to the period of ownership of the Property occurring on or after the Closing for the benefit of SCOLP, the Holding Companies, and the Property Owners and shall be credited by SCOLP to Contributor at the ClosingDate. (kf) Contributor will At Closing, Purchaser first shall pay the entire Purchase Price to Seller and thereafter the Xxxxxxx Money shall be entitled refunded to a credit at Closing for any utility deposit, public improvement bond or similar refundable security posted for the benefit of any Project for which SCOLP receives the benefit after ClosingPurchaser. (lg) Contributor All utility charges that are not separately metered to tenants shall be entitled prorated to cause each Property Owner the Closing Date and each Holding Company to distribute to Contributor Seller shall obtain a final billing therefor and pay any amounts owing therein for the period prior to the Closing all cash Date and Purchaser shall pay any amounts owing for the period on hand, cash equivalents and other investments and assets, other than after the Projects and related Improvements, Closing Date. To the Personal Property or other Acquired Assets described extent that utility bills cannot be handled in the Omnibus Agreementforegoing 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. 6.2 If(h) With respect to any matters not addressed by the provisions set forth above in this Section 13, within one hundred eighty (180) days after Seller and Purchaser shall prorate as of the Closing, either SCOLP or Contributor discovers any inaccuracies or errors Closing Date such other items as are customarily prorated in a purchase and sale of the prorations or adjustments done at Closing pursuant to Sections 6.1, such party type contemplated hereunder. Seller and Purchaser shall notify each reasonably cooperate with the other party of such inaccuracy or error by written notice including reasonable detail in connection with any and all prorations and post-Closing reconciliations provided for herein. (i) Except as otherwise provided in Section 13(b), each of the appropriate calculation. In such event, the parties shall attempt, in good faith, to resolve any issues with respect to the prorations and adjustments done at Closing pursuant to Section 6.1. After the parties resolve any such issues or, in the event the parties are unable to resolve such issues, a final judgment has been rendered with respect to such matter without timely appeal or after all appeals timely made are fully resolved, SCOLP and Contributor shall promptly take all action and pay all sums necessary so that such prorations and adjustments completed pursuant to Section 6.1 hereof shall be in accordance with the terms provisions of this Agreement, and the obligations of either party to pay any such amount Section 13 shall survive the Closing Date. Contributor and SCOLP further acknowledge and agree that if neither party has identified an inaccuracy until the later of (i) one (1) year after the date of Closing or error in the prorations or adjustments completed pursuant to Section 6.1 within such one hundred eighty (180ii) days, the obligation to complete a post-closing adjustment shall be deemed null and void and of no further force and effect; provided, however, that the 180-day period in this Section 6.2 shall not apply to the reproration of Current Taxes under Section 6.1(a), which will be effected promptly three (3) months after the issuance of the final tax bills xxxx for the Current Taxesyear in which the Closing occurs. Not less than two (2) Business Days prior to the Closing, Purchaser shall prepare and deliver to Seller, subject to all the terms and provisions of this Agreement, a closing statement setting forth, inter alia, the closing adjustments and material monetary terms of the transaction contemplated hereby as of the Closing Date, in form reasonably acceptable to Seller. Seller shall cooperate to timely provide Purchaser with the information necessary to prepare and deliver such closing statement.

Adjustments and Prorations. 6.1 The following adjustments and prorations shall be made at the Closing between SCOLP and Contributor, and shall be computed to, but not including, the Closing Date. (a) Real estate taxes and personal property taxes which are a lien upon or levied against any portion of each Project on or prior to the Closing Date, and all special assessments levied prior to the Closing Date (to the extent of installments thereof due on or prior to the Closing Date) shall be paid by Contributor on or prior to the Closing Date. Further, all taxes in the nature of rollback or similar taxes charged, assessed or levied based on the prior use or any change in use of the Land or Improvements prior to Closing shall be the obligation of Contributor. All real estate taxes and personal property taxes (the “Current Taxes”) levied against any portion of each Project with respect to the applicable tax year in which the Closing occurs shall be prorated and adjusted between the parties such that Contributor is responsible for that portion of the Current Taxes allocable to the period from the beginning of such tax year to the Closing Date, and SCOLP is responsible for that portion of the Current Taxes allocable to the period commencing on the Closing Date through the end of the tax year. In addition, if Contributor or any Property Owner has paid any taxes or assessments for or in respect of tax years commencing after the Closing Date, then SCOLP shall be responsible for same and the amount thereof shall be credited to Contributor at Closing. If the tax bills for the Current Taxes have not been issued by the Closing Date, Contributor and SCOLP agree to prorate such Current Taxes on the basis of the taxes for the tax year immediately preceding the Closing for the purpose of computing the prorations under this Section 6.1(a), and to reprorate such Current Taxes at the request of either party promptly after the final bills for such Current Taxes are issued after Closing. The obligation to reprorate such Current Taxes will survive the Closing. Any refund or rebate of Current Taxes which is received by or payable to any Property Owner after the Closing shall be prorated between Contributor and SCOLP in the manner provided above promptly upon receipt. If there are any open appeals of real estate taxes or assessments for tax years prior to the tax year in which the Closing occurs, then Contributor shall be permitted to continue to prosecute and control such appeals at Contributor’s sole expense (and SCOLP covenants that it shall cause the applicable Property Owner, after Closing, to provide reasonable cooperation to Contributor to so prosecute and control such appeals); provided however, SCOLP have the right, at its expense, to participate in any proceeding which could reasonably be expected to affect any taxes required to be paid by any Property Owner on or after the date hereof and to consent to the settlement of any such proceeding and if the proceedings affect taxes and assessments for periods both before and after the Closing, then the parties will cooperate reasonably and the fees, costs and expenses of such proceeding shall be equitably allocated between Contributor and SCOLP. Further, if, after the Closing, any Property Owner receives or is entitled to receive any refund or rebate of taxes or assessments for periods prior to the tax year in which the Closing occurs, then upon receipt SCOLP shall pay the amount thereof directly to Contributor or Contributor’s successors and assigns. The obligations of SCOLP under the preceding three sentences shall survive the Closing. (b) The amount of all unpaid water and other utility bills for each Project which are not directly billed to the tenants of each Project, and all other operating and other expenses incurred with respect to each Projects relating to the period prior to the Closing Date, shall be paid by Contributor on or prior to the Closing Date or, if not paid, as soon as possible after Closing following receipt of an invoice therefor. (c) Charges under Assumed Project Contracts (as defined in Section 7.1(f) below) attributable to the period prior to the Closing Date shall be paid by Contributor prior to the Closing Date, or, if not paid, the amount due shall be credited to SCOLP as of the Closing Date. All charges under the Non-Assumed Project Contracts (as defined in Section 7.1(f) below) shall be paid by Contributor, whether such charges are attributable to the period prior to the Closing Date or the period after the Closing Date. (d) All prepaid rental, pass-through charges, assessments and other revenues with respect to the operation of the Property collected by Contributor, the Holding Companies, or the Property Owners up to the Closing Date which are allocable to the period from and after the Closing Date shall be paid by Contributor to SCOLP. Current resident rents, pass-through charges and assessments shall be prorated and adjusted as of the date of Closing based upon the actual number of days in the month of Closing with SCOLP being credited for rents, pass-through charges and assessments on the date of Closing. In the event any pass-through charges (such as real estate taxes) are passed through to residents in the current year are based on a prior year’s amount without reconciliation with the residents, the amount actually used for the pass-through charge in the current year is the amount which shall be prorated by Contributor and SCOLP under this paragraph (d) without any subsequent reconciliation between Contributor and SCOLP. All rental, pass-through charges, assessments and other revenues actually collected by SCOLP attributable to rent due for such month of Closing and received by SCOLP within sixty (60) days following the Closing Date, shall be prorated between Contributor and SCOLP based on the number of days in such month each owned each Project. Except as provided in the preceding paragraph, to the extent SCOLP collects, within one hundred eighty (180) after the Closing, any rental, pass-through charges, assessments or revenues allocable to the period prior to the Closing Date, SCOLP shall pay the same to Contributor and SCOLP shall use its good faith efforts to collect all such rent, pass-through charges, assessments or revenues allocable to the period prior to the Closing Date, but SCOLP shall not be required to commence litigation or institute evictions with respect to such tenants; provided, however, and except as otherwise set forth above, SCOLP is assuming no obligation whatsoever for the collection of such rentals, pass-through charges, assessments or revenues and all rentals, pass-through charges, assessments and revenues collected subsequent to the Closing Date shall always, in the first instance, be applied first to the most current rentals, pass-through charges, assessments and revenues, if any, then due under the Tenant Leases or otherwise. Further, Contributor shall not have the right to seek collection, through litigation or otherwise, of unpaid rent, pass-through charges or assessments from any person while they remain a tenant of a Project, nor shall Contributor institute any eviction or lockout proceedings against any residents to recover delinquent rents, pass-through charges or assessments. Contributor shall retain one hundred (100%) percent of the right to receive any past due rents with respect to residents who are no longer residents of the Projects. Following Closing, SCOLP shall assume any eviction actions which are on-going as of the date of Closing and shall assume responsibility for payment of any legal fees associated with such eviction actions incurred on and after the Closing Date, and sums received by SCOLP as a result of such eviction actions shall first be applied to reimburse SCOLP and Contributor for legal fees incurred in connection with such actions and the balance of such amounts prorated between Contributor and SCOLP as provided above. Any pass-through charges or assessments that are paid by tenants at the Projects on an annual basis or other non-monthly basis shall be prorated based upon the actual number of days in the period in which the Closing occurs with SCOLP being credited for rents, pass-through charges and assessments on the date of Closing. Notwithstanding the foregoing, prior to Closing, in order to avoid the ongoing reconciliation described in this Section 6.1(d), SCOLP and Contributor shall use good faith efforts to mutually agree upon terms by which SCOLP will have the right to retain all delinquent rents and receivables at the Projects collected after Closing in exchange for an agreed upon credit to the Contributor at Closing. (e) Any Tenant Lease executed after the Effective Date and prior to the Closing Date shall be executed in compliance with any applicable provisions of Exhibit I of the Omnibus Agreement. (f) An amount equal to all expenses of the Projects which were paid prior to the Closing Date and for which SCOLP will benefit after the Closing Date including, without limitation, pre-paid taxes and assessments (if applicable), annual license and permit fees and pre-paid amounts (if any) under the Assumed Project Contracts, shall be disbursed or credited to Contributor at the Closing, and an amount equal to all expenses of the Projects which were incurred prior to the Closing Date and are due or paid after the Closing Date shall be credited to SCOLP at the Closing and SCOLP shall cause all such expenses to be paid. (g) The credit to SCOLP, if any, payable in accordance with the pre-closing operating covenants (attached to the Omnibus Agreement) in connection with Capital Projects. (h) All costs and expenses incurred by Contributor or any Holding Company or Property Owner prior to the Closing Date in connection with the transactions contemplated herein and the performance of its obligations under this Agreement, including, without limitation, attorney and other professional fees and the costs and expenses payable by Contributor or any Holding Company or Property Owner hereunder, shall be paid by Contributor and shall not be charged to, or the responsibility of any Holding Company or Property Owner or SCOLP. (i) All interest accrued for the Assumed Debt up to the Closing Date shall be paid by the Property Owners who are the borrowers under the Assumed Debt on or before the Closing Date, or, if not paid, an amount equal to the entire amount of such accrued interest shall be credited to SCOLP as of the Closing Date. (j) All escrows and reserve accounts under the Assumed Debt and the Mortgage Documents which will remain in place after the Closing for the benefit of SCOLP, the Holding Companies, and the Property Owners and shall be credited by SCOLP to Contributor at the Closing. (k) Contributor will be entitled to a credit at Closing for any utility deposit, public improvement bond or similar refundable security posted for the benefit of any Project for which SCOLP receives the benefit after Closing. (l) Contributor shall be entitled to cause each Property Owner and each Holding Company to distribute to Contributor prior to Closing all cash on hand, cash equivalents and other investments and assets, other than the Projects and related Improvements, the Personal Property or other Acquired Assets described in the Omnibus Agreement. (m) The Purchase Price is based on the March 31, 2014 aggregate book value of the Owned Homes being $79,138.00 and the March 31, 2014 aggregate outstanding principal balance of the MH Contracts being $0. The Purchase Price shall be increased or decreased by any increase or decrease in the foregoing occurring between March 31, 2014 and the Closing Date. 6.2 If, within one hundred eighty (180) days after the Closing, either SCOLP or Contributor discovers any inaccuracies or errors in the prorations or adjustments done at Closing pursuant to Sections 6.1, such party shall notify the other party of such inaccuracy or error by written notice including reasonable detail of the appropriate calculation. In such event, the parties shall attempt, in good faith, to resolve any issues with respect to the prorations and adjustments done at Closing pursuant to Section 6.1. After the parties resolve any such issues or, in the event the parties are unable to resolve such issues, a final judgment has been rendered with respect to such matter without timely appeal or after all appeals timely made are fully resolved, SCOLP and Contributor shall promptly take all action and pay all sums necessary so that such prorations and adjustments completed pursuant to Section 6.1 hereof shall be in accordance with the terms of this Agreement, and the obligations of either party to pay any such amount shall survive the Closing Date. Contributor and SCOLP further acknowledge and agree that if neither party has identified an inaccuracy or error in the prorations or adjustments completed pursuant to Section 6.1 within such one hundred eighty (180) days, the obligation to complete a post-closing adjustment shall be deemed null and void and of no further force and effect; provided, however, that the 180-day period in this Section 6.2 shall not apply to the reproration of Current Taxes under Section 6.1(a), which will be effected promptly after the issuance of the final tax bills for the Current Taxes.

Adjustments and Prorations. 6.1 The following adjustments and prorations shall be made at the Closing between SCOLP SUI and Contributorthe Company, and shall be computed to, but not including, the Closing Date. (a) Real estate taxes and personal property taxes which are a lien upon or levied against any portion of each Project on or prior to the Closing Date, and all special assessments levied prior to the Closing Date (to the extent of installments thereof due on or prior to the Closing Date) shall be paid by Contributor the Company on or prior to the Closing Date. Further, all taxes in the nature of rollback or similar taxes charged, assessed or levied based on the prior use or any change in use of the Land or Improvements prior to Closing shall be the obligation of Contributorthe Company. All real estate taxes and personal property taxes (the “Current Taxes”) levied against any portion of each Project with respect to the applicable tax year in which the Closing occurs shall be prorated and adjusted between the parties such that Contributor the Company is responsible for that portion of the Current Taxes allocable to the period from the beginning of such tax year to the Closing Date, and SCOLP SUI is responsible for that portion of the Current Taxes allocable to the period commencing on the Closing Date through the end of the tax year. In addition, if Contributor the Company or any Property Owner has paid any taxes or assessments for or in respect of tax years commencing after the Closing Date, then SCOLP SUI shall be responsible for same and the amount thereof shall be credited to Contributor the Company at Closing. If the tax bills for the Current Taxes have not been issued by the Closing Date, Contributor the Company and SCOLP SUI agree to prorate such Current Taxes on the basis of the taxes for the tax year immediately preceding the Closing for the purpose of computing the prorations under this Section 6.1(a), and to reprorate such Current Taxes at the request of either party promptly after the final bills for such Current Taxes are issued after Closing. The obligation to reprorate such Current Taxes will survive the Closing. Any refund or rebate of Current Taxes which is received by or payable to any Property Owner after the Closing shall be prorated between Contributor the Green Entities, on behalf of the Company, and SCOLP SUI in the manner provided above promptly upon receipt. If there are any open appeals of real estate taxes or assessments for tax years prior to the tax year in which the Closing occurs, then Contributor the Green Entities, on behalf of the Company, shall be permitted to continue to prosecute and control such appeals at Contributor’s the Green Entities’ sole expense (and SCOLP SUI covenants that it shall cause the applicable Property Owner, after Closing, to provide reasonable cooperation to Contributor the Green Entities to so prosecute and control such appeals); provided however, SCOLP SUI have the right, at its expense, to participate in any proceeding which could reasonably be expected to affect any taxes required to be paid by any Property Owner on or after the date hereof and to consent to the settlement of any such proceeding and if the proceedings affect taxes and assessments for periods both before and after the Closing, then the parties will cooperate reasonably and the fees, costs and expenses of such proceeding shall be equitably allocated between Contributor the Green Parties and SCOLPSUI. Further, if, after the Closing, any Property Owner receives or is entitled to receive any refund or rebate of taxes or assessments for periods prior to the tax year in which the Closing occurs, then upon receipt SCOLP SUI shall pay the amount thereof directly to Contributor or Contributor’s successors and assignsthe Green Entities. The obligations of SCOLP SUI under the preceding three sentences shall survive the Closing. (b) The amount of all unpaid water and other utility bills for each Project which are not directly billed to the tenants of each Project, and all other operating and other expenses incurred with respect to each Projects relating to the period prior to the Closing Date, shall be paid by Contributor the Company on or prior to the Closing Date or, if not paid, by the Green Entities as soon as possible after Closing following receipt of an invoice therefor. (c) Charges under Assumed Project Contracts (as defined in Section 7.1(f) below) attributable to the period prior to the Closing Date shall be paid by Contributor the Company prior to the Closing Date, or, if not paid, the amount due shall be credited to SCOLP SUI as of the Closing Date. All charges under the Non-Assumed Project Contracts (as defined in Section 7.1(f) below) shall be paid by Contributorthe Company or the Green Entities (if after Closing), whether such charges are attributable to the period prior to the Closing Date or the period after the Closing Date. (d) All prepaid rental, pass-through charges, assessments and other revenues with respect to the operation of the Property collected by Contributorthe Company, the Holding Companies, or the Property Owners up to the Closing Date which are allocable to the period from and after the Closing Date shall be paid by Contributor the Company to SCOLPSUI. Current resident rents, pass-through charges and assessments shall be prorated and adjusted as of the date of Closing based upon the actual number of days in the month of Closing with SCOLP SUI being credited for rents, pass-through charges and assessments on the date of Closing. In the event any pass-through charges (such as real estate taxes) are passed through to residents in the current year are based on a prior year’s amount without reconciliation with the residents, the amount actually used for the pass-through charge in the current year is the amount which shall be prorated by Contributor the Company and SCOLP SUI under this paragraph (d) without any subsequent reconciliation between Contributor the Company and SCOLPSUI. All rental, pass-through charges, assessments and other revenues actually collected by SCOLP SUI attributable to rent due for such month of Closing and received by SCOLP SUI within sixty (60) days following the Closing Date, shall be prorated between Contributor the Green Entities and SCOLP SUI based on the number of days in such month each owned each Project. Except as provided in the preceding paragraph, to the extent SCOLP SUI collects, within one hundred eighty (180) after the Closing, any rental, pass-through charges, assessments or revenues allocable to the period prior to the Closing Date, SCOLP SUI shall pay the same to Contributor the Green Entities and SCOLP SUI shall use its good faith efforts to collect all such rent, pass-through charges, assessments or revenues allocable to the period prior to the Closing Date, but SCOLP SUI shall not be required to commence litigation or institute evictions with respect to such tenants; provided, however, and except as otherwise set forth above, SCOLP SUI is assuming no obligation whatsoever for the collection of such rentals, pass-through charges, assessments or revenues and all rentals, pass-through charges, assessments and revenues collected subsequent to the Closing Date shall always, in the first instance, be applied first to the most current rentals, pass-through charges, assessments and revenues, if any, then due under the Tenant Leases or otherwise. Further, Contributor the Company and/or the Green Entities shall not have the right to seek collection, through litigation or otherwise, of unpaid rent, pass-through charges or assessments from any person while they remain a tenant of a Project, nor shall Contributor the Company and/or the Green Entities institute any eviction or lockout proceedings against any residents to recover delinquent rents, pass-through charges or assessments. Contributor The Company, or the Green Entities following the Closing, shall retain one hundred (100%) percent of the right to receive any past due rents with respect to residents who are no longer residents of the Projects. Following Closing, SCOLP SUI shall assume any eviction actions which are on-going as of the date of Closing and shall assume responsibility for payment of any legal fees associated with such eviction actions incurred on and after the Closing Date, and sums received by SCOLP SUI as a result of such eviction actions shall first be applied to reimburse SCOLP SUI and Contributor Green Entities for legal fees incurred in connection with such actions and the balance of such amounts prorated between Contributor the Green Entities and SCOLP SUI as provided above. Any pass-through charges or assessments that are paid by tenants at the Projects on an annual basis or other non-monthly basis shall be prorated based upon the actual number of days in the period in which the Closing occurs with SCOLP SUI being credited for rents, pass-through charges and assessments on the date of Closing. Notwithstanding the foregoing, prior to Closing, in order to avoid the ongoing reconciliation described in this Section 6.1(d), SCOLP SUI and Contributor the Company shall use good faith efforts to mutually agree upon terms by which SCOLP SUI will have the right to retain all delinquent rents and receivables at the Projects collected after Closing in exchange for an agreed upon credit to the Contributor Company at Closing. (e) Any Tenant Lease executed after the Effective Date and prior to the Closing Date shall be executed in compliance with any applicable provisions of Exhibit I of the Omnibus Agreement. (f) An amount equal to all expenses of the Projects which were paid prior to the Closing Date and for which SCOLP SUI will benefit after the Closing Date including, without limitation, pre-paid taxes and assessments (if applicable), annual license and permit fees and pre-paid amounts (if any) under the Assumed Project Contracts, shall be disbursed or credited to Contributor the Company at the Closing, and an amount equal to all expenses of the Projects which were incurred prior to the Closing Date and are due or paid after the Closing Date shall be credited to SCOLP SUI at the Closing and SCOLP SUI shall cause all such expenses to be paid. (g) The credit to SCOLPSUI, if any, payable in accordance with the pre-closing operating covenants (attached to the Omnibus Agreement) in connection with Capital Projects. (h) All costs and expenses incurred by Contributor the Company or any Holding Company or Property Owner prior to the Closing Date in connection with the transactions contemplated herein and the performance of its obligations under this Agreement, including, without limitation, attorney and other professional fees and the costs and expenses payable by Contributor the Company or any Holding Company or Property Owner hereunder, shall be paid by Contributor the Company or the Green Entities (if after the Closing) and shall not be charged to, or the responsibility of any Holding Company or Property Owner or SCOLPSUI. (i) All interest accrued for the Assumed Debt up to the Closing Date shall be paid by the Property Owners who are the borrowers under the Assumed Debt on or before the Closing Date, or, if not paid, an amount equal to the entire amount of such accrued interest shall be credited to SCOLP SUI as of the Closing Date. (j) All escrows and reserve accounts under the Assumed Debt and the Mortgage Documents which will remain in place after the Closing for the benefit of SCOLPSUI, the Holding Companies, and the Property Owners and shall be credited by SCOLP SUI to Contributor the Green Entities, on behalf of the Company, at the Closing. (k) Contributor The Green Entities, on behalf of the Company, will be entitled to a credit at Closing for any utility deposit, public improvement bond or similar refundable security posted for the benefit of any Project for which SCOLP SUI receives the benefit after Closing. (l) Contributor The Company shall be entitled to cause ALL, AIOP, each Property Owner and each Holding Company to directly or indirectly distribute to Contributor the Company prior to Closing the Closing, and the Company shall distribute to the Green Entities, all cash on hand, cash equivalents and other investments and assets, other than the Projects and related Improvements, the Personal Property or other Acquired Assets described in the Omnibus Agreement. 6.2 If, within one hundred eighty (180) days after the Closing, either SCOLP SUI or Contributor discovers the Green Entities discover any inaccuracies or errors in the prorations or adjustments done at Closing pursuant to Sections 6.1, such party shall notify the other party of such inaccuracy or error by written notice including reasonable detail of the appropriate calculation. In such event, the parties shall attempt, in good faith, to resolve any issues with respect to the prorations and adjustments done at Closing pursuant to Section 6.1. After the parties resolve any such issues or, in the event the parties are unable to resolve such issues, a final judgment has been rendered with respect to such matter without timely appeal or after all appeals timely made are fully resolved, SCOLP SUI and Contributor the Green Entities shall promptly take all action and pay all sums necessary so that such prorations and adjustments completed pursuant to Section 6.1 hereof shall be in accordance with the terms of this Agreement, and the obligations of either party to pay any such amount shall survive the Closing Date. Contributor The Company, the Green Entities and SCOLP SUI further acknowledge and agree that if neither party has identified an inaccuracy or error in the prorations or adjustments completed pursuant to Section 6.1 within such one hundred eighty (180) days, the obligation to complete a post-closing adjustment shall be deemed null and void and of no further force and effect; provided, however, that the 180-day period in this Section 6.2 shall not apply to the reproration of Current Taxes under Section 6.1(a), which will be effected promptly after the issuance of the final tax bills for the Current Taxes.

Adjustments and Prorations. 6.1 The following adjustments and prorations shall be made at the Closing between SCOLP SUI and Contributorthe Company, and shall be computed to, but not including, the Closing Date. (a) Real estate taxes and personal property taxes which are a lien upon or levied against any portion of each Project on or prior to the Closing Date, and all special assessments levied prior to the Closing Date (to the extent of installments thereof due on or prior to the Closing Date) shall be paid by Contributor the Company on or prior to the Closing Date. Further, all taxes in the nature of rollback or similar taxes charged, assessed or levied based on the prior use or any change in use of the Land or Improvements prior to Closing shall be the obligation of Contributorthe Company. All real estate taxes and personal property taxes (the “Current Taxes”) levied against any portion of each Project with respect to the applicable tax year in which the Closing occurs shall be prorated and adjusted between the parties such that Contributor the Company is responsible for that portion of the Current Taxes allocable to the period from the beginning of such tax year to the Closing Date, and SCOLP SUI is responsible for that portion of the Current Taxes allocable to the period commencing on the Closing Date through the end of the tax year. In addition, if Contributor the Company or any Property Owner has paid any taxes or assessments for or in respect of tax years commencing after the Closing Date, then SCOLP SUI shall be responsible for same and the amount thereof shall be credited to Contributor the Company at Closing. If the tax bills for the Current Taxes have not been issued by the Closing Date, Contributor the Company and SCOLP SUI agree to prorate such Current Taxes on the basis of the taxes for the tax year immediately preceding the Closing for the purpose of computing the prorations under this Section 6.1(a), and to reprorate such Current Taxes at the request of either party promptly after the final bills for such Current Taxes are issued after Closing. The obligation to reprorate such Current Taxes will survive the Closing. Any refund or rebate of Current Taxes which is received by or payable to any Property Owner after the Closing shall be prorated between Contributor the Green Entities, on behalf of the Company, and SCOLP SUI in the manner provided above promptly upon receipt. If there are any open appeals of real estate taxes or assessments for tax years prior to the tax year in which the Closing occurs, then Contributor the Green Entities, on behalf of the Company, shall be permitted to continue to prosecute and control such appeals at Contributor’s the Green Entities’ sole expense (and SCOLP SUI covenants that it shall cause the applicable Property Owner, after Closing, to provide reasonable cooperation to Contributor the Green Entities to so prosecute and control such appeals); provided however, SCOLP SUI have the right, at its expense, to participate in any proceeding which could reasonably be expected to affect any taxes required to be paid by any Property Owner on or after the date hereof and to consent to the settlement of any such proceeding and if the proceedings affect taxes and assessments for periods both before and after the Closing, then the parties will cooperate reasonably and the fees, costs and expenses of such proceeding shall be equitably allocated between Contributor the Green Parties and SCOLPSUI. Further, if, after the Closing, any Property Owner receives or is entitled to receive any refund or rebate of taxes or assessments for periods prior to the tax year in which the Closing occurs, then upon receipt SCOLP SUI shall pay the amount thereof directly to Contributor or Contributor’s successors and assignsthe Green Entities. The obligations of SCOLP SUI under the preceding three sentences shall survive the Closing. (b) The amount of all unpaid water and other utility bills for each Project which are not directly billed to the tenants of each Project, and all other operating and other expenses incurred with respect to each Projects relating to the period prior to the Closing Date, shall be paid by Contributor the Company on or prior to the Closing Date or, if not paid, by the Green Entities as soon as possible after Closing following receipt of an invoice therefor. (c) Charges under Assumed Project Contracts (as defined in Section 7.1(f) below) attributable to the period prior to the Closing Date shall be paid by Contributor the Company prior to the Closing Date, or, if not paid, the amount due shall be credited to SCOLP SUI as of the Closing Date. All charges under the Non-Assumed Project Contracts (as defined in Section 7.1(f) below) shall be paid by Contributorthe Company or the Green Entities (if after Closing), whether such charges are attributable to the period prior to the Closing Date or the period after the Closing Date. (d) All prepaid rental, pass-through charges, assessments and other revenues with respect to the operation of the Property collected by Contributorthe Company, the Holding Companies, or the Property Owners up to the Closing Date which are allocable to the period from and after the Closing Date shall be paid by Contributor the Company to SCOLPSUI. Current resident rents, pass-through charges and assessments shall be prorated and adjusted as of the date of Closing based upon the actual number of days in the month of Closing with SCOLP SUI being credited for rents, pass-through charges and assessments on the date of Closing. In the event any pass-through charges (such as real estate taxes) are passed through to residents in the current year are based on a prior year’s amount without reconciliation with the residents, the amount actually used for the pass-through charge in the current year is the amount which shall be prorated by Contributor the Company and SCOLP SUI under this paragraph (d) without any subsequent reconciliation between Contributor the Company and SCOLPSUI. All rental, pass-through charges, assessments and other revenues actually collected by SCOLP SUI attributable to rent due for such month of Closing and received by SCOLP SUI within sixty (60) days following the Closing Date, shall be prorated between Contributor the Green Entities and SCOLP SUI based on the number of days in such month each owned each Project. Except as provided in the preceding paragraph, to the extent SCOLP SUI collects, within one hundred eighty (180) after the Closing, any rental, pass-through charges, assessments or revenues allocable to the period prior to the Closing Date, SCOLP SUI shall pay the same to Contributor the Green Entities and SCOLP SUI shall use its good faith efforts to collect all such rent, pass-through charges, assessments or revenues allocable to the period prior to the Closing Date, but SCOLP SUI shall not be required to commence litigation or institute evictions with respect to such tenants; provided, however, and except as otherwise set forth above, SCOLP SUI is assuming no obligation whatsoever for the collection of such rentals, pass-through charges, assessments or revenues and all rentals, pass-through charges, assessments and revenues collected subsequent to the Closing Date shall always, in the first instance, be applied first to the most current rentals, pass-through charges, assessments and revenues, if any, then due under the Tenant Leases or otherwise. Further, Contributor the Company and/or the Green Entities shall not have the right to seek collection, through litigation or otherwise, of unpaid rent, pass-through charges or assessments from any person while they remain a tenant of a Project, nor shall Contributor the Company and/or the Green Entities institute any eviction or lockout proceedings against any residents to recover delinquent rents, pass-through charges or assessments. Contributor The Company, or the Green Entities following the Closing, shall retain one hundred (100%) percent of the right to receive any past due rents with respect to residents who are no longer residents of the Projects. Following Closing, SCOLP SUI shall assume any eviction actions which are on-going as of the date of Closing and shall assume responsibility for payment of any legal fees associated with such eviction actions incurred on and after the Closing Date, and sums received by SCOLP SUI as a result of such eviction actions shall first be applied to reimburse SCOLP SUI and Contributor Green Entities for legal fees incurred in connection with such actions and the balance of such amounts prorated between Contributor the Green Entities and SCOLP SUI as provided above. Any pass-through charges or assessments that are paid by tenants at the Projects on an annual basis or other non-monthly basis shall be prorated based upon the actual number of days in the period in which the Closing occurs with SCOLP SUI being credited for rents, pass-through charges and assessments on the date of Closing. Notwithstanding the foregoing, prior to Closing, in order to avoid the ongoing reconciliation described in this Section 6.1(d), SCOLP SUI and Contributor the Company shall use good faith efforts to mutually agree upon terms by which SCOLP SUI will have the right to retain all delinquent rents and receivables at the Projects collected after Closing in exchange for an agreed upon credit to the Contributor Company at Closing. (e) Any Tenant Lease executed after the Effective Date and prior to the Closing Date shall be executed in compliance with any applicable provisions of Exhibit I of the Omnibus Agreement. (f) An amount equal to all expenses of the Projects which were paid prior to the Closing Date and for which SCOLP SUI will benefit after the Closing Date including, without limitation, pre-paid taxes and assessments (if applicable), annual license and permit fees and pre-paid amounts (if any) under the Assumed Project Contracts, shall be disbursed or credited to Contributor the Company at the Closing, and an amount equal to all expenses of the Projects which were incurred prior to the Closing Date and are due or paid after the Closing Date shall be credited to SCOLP SUI at the Closing and SCOLP SUI shall cause all such expenses to be paid. (g) The credit to SCOLPSUI, if any, payable in accordance with the pre-closing operating covenants (attached to the Omnibus Agreement) in connection with Capital Projects. . (h) All costs and expenses incurred by Contributor the Company or any Holding Company or Property Owner prior to the Closing Date in connection with the transactions contemplated herein and the performance of its obligations under this Agreement, including, without limitation, attorney and other professional fees and the costs and expenses payable by Contributor the Company or any Holding Company or Property Owner hereunder, shall be paid by Contributor the Company or the Green Entities (if after the Closing) and shall not be charged to, or the responsibility of any Holding Company or Property Owner or SCOLPSUI. (i) All interest accrued for the Assumed Debt up to the Closing Date shall be paid by the Property Owners who are the borrowers under the Assumed Debt on or before the Closing Date, or, if not paid, an amount equal to the entire amount of such accrued interest shall be credited to SCOLP SUI as of the Closing Date. (j) All escrows and reserve accounts under the Assumed Debt and the Mortgage Documents which will remain in place after the Closing for the benefit of SCOLPSUI, the Holding Companies, and the Property Owners and shall be credited by SCOLP SUI to Contributor the Green Entities, on behalf of the Company, at the Closing. (k) Contributor The Green Entities, on behalf of the Company, will be entitled to a credit at Closing for any utility deposit, public improvement bond or similar refundable security posted for the benefit of any Project for which SCOLP SUI receives the benefit after Closing. (l) Contributor The Company shall be entitled to cause each Property Owner and each Holding Company to directly or indirectly distribute to Contributor the Company prior to Closing Closing, and the Company shall distribute to the Green Entities, all cash on hand, cash equivalents and other investments and assets, other than the Projects and related Improvements, the Personal Property or other Acquired Assets described in the Omnibus Agreement. 6.2 If, within one hundred eighty (180) days after the Closing, either SCOLP SUI or Contributor discovers the Green Entities discover any inaccuracies or errors in the prorations or adjustments done at Closing pursuant to Sections 6.1, such party shall notify the other party of such inaccuracy or error by written notice including reasonable detail of the appropriate calculation. In such event, the parties shall attempt, in good faith, to resolve any issues with respect to the prorations and adjustments done at Closing pursuant to Section 6.1. After the parties resolve any such issues or, in the event the parties are unable to resolve such issues, a final judgment has been rendered with respect to such matter without timely appeal or after all appeals timely made are fully resolved, SCOLP SUI and Contributor the Green Entities shall promptly take all action and pay all sums necessary so that such prorations and adjustments completed pursuant to Section 6.1 hereof shall be in accordance with the terms of this Agreement, and the obligations of either party to pay any such amount shall survive 7 the Closing Date. Contributor The Company, the Green Entities and SCOLP SUI further acknowledge and agree that if neither party has identified an inaccuracy or error in the prorations or adjustments completed pursuant to Section 6.1 within such one hundred eighty (180) days, the obligation to complete a post-closing adjustment shall be deemed null and void and of no further force and effect; provided, however, that the 180-day period in this Section 6.2 shall not apply to the reproration of Current Taxes under Section 6.1(a), which will be effected promptly after the issuance of the final tax bills for the Current Taxes.

Adjustments and Prorations. 6.1 The following adjustments and prorations shall be made at the Closing between SCOLP SUI and Contributorthe Company, and shall be computed to, but not including, the Closing Date. (a) Real estate taxes and personal property taxes which are a lien upon or levied against any portion of each Project on or prior to the Closing Date, and all special assessments levied prior to the Closing Date (to the extent of installments thereof due on or prior to the Closing Date) shall be paid by Contributor the Company on or prior to the Closing Date. Further, all taxes in the nature of rollback or similar taxes charged, assessed or levied based on the prior use or any change in use of the Land or Improvements prior to Closing shall be the obligation of Contributorthe Company. All real estate taxes and personal property taxes (the “Current Taxes”) levied against any portion of each Project with respect to the applicable tax year in which the Closing occurs shall be prorated and adjusted between the parties such that Contributor the Company is responsible for that portion of the Current Taxes allocable to the period from the beginning of such tax year to the Closing Date, and SCOLP SUI is responsible for that portion of the Current Taxes allocable to the period commencing on the Closing Date through the end of the tax year. In addition, if Contributor the Company or any Property Owner has paid any taxes or assessments for or in respect of tax years commencing after the Closing Date, then SCOLP SUI shall be responsible for same and the amount thereof shall be credited to Contributor the Company at Closing. If the tax bills for the Current Taxes have not been issued by the Closing Date, Contributor the Company and SCOLP SUI agree to prorate such Current Taxes on the basis of the taxes for the tax year immediately preceding the Closing for the purpose of computing the prorations under this Section 6.1(a), and to reprorate such Current Taxes at the request of either party promptly after the final bills for such Current Taxes are issued after Closing. The obligation to reprorate such Current Taxes will survive the Closing. Any refund or rebate of Current Taxes which is received by or payable to any Property Owner after the Closing shall be prorated between Contributor the Green Entities, on behalf of the Company, and SCOLP SUI in the manner provided above promptly upon receipt. If there are any open appeals of real estate taxes or assessments for tax years prior to the tax year in which the Closing occurs, then Contributor the Green Entities, on behalf of the Company, shall be permitted to continue to prosecute and control such appeals at Contributor’s the Green Entities’ sole expense (and SCOLP SUI covenants that it shall cause the applicable Property Owner, after Closing, to provide reasonable cooperation to Contributor the Green Entities to so prosecute and control such appeals); provided however, SCOLP SUI have the right, at its expense, to participate in any proceeding which could reasonably be expected to affect any taxes required to be paid by any Property Owner on or after the date hereof and to consent to the settlement of any such proceeding and if the proceedings affect taxes and assessments for periods both before and after the Closing, then the parties will cooperate reasonably and the fees, costs and expenses of such proceeding shall be equitably allocated between Contributor the Green Parties and SCOLPSUI. Further, if, after the Closing, any Property Owner receives or is entitled to receive any refund or rebate of taxes or assessments for periods prior to the tax year in which the Closing occurs, then upon receipt SCOLP SUI shall pay the amount thereof directly to Contributor or Contributor’s successors and assignsthe Green Entities. The obligations of SCOLP SUI under the preceding three sentences shall survive the Closing. (b) The amount of all unpaid water and other utility bills for each Project which are not directly billed to the tenants of each Project, and all other operating and other expenses incurred with respect to each Projects relating to the period prior to the Closing Date, shall be paid by Contributor the Company on or prior to the Closing Date or, if not paid, by the Green Entities as soon as possible after Closing following receipt of an invoice therefor. (c) Charges under Assumed Project Contracts (as defined in Section 7.1(f) below) attributable to the period prior to the Closing Date shall be paid by Contributor the Company prior to the Closing Date, or, if not paid, the amount due shall be credited to SCOLP SUI as of the Closing Date. All charges under the Non-Assumed Project Contracts (as defined in Section 7.1(f) below) shall be paid by Contributorthe Company or the Green Entities (if after Closing), whether such charges are attributable to the period prior to the Closing Date or the period after the Closing Date. (d) All prepaid rental, pass-through charges, assessments and other revenues with respect to the operation of the Property collected by Contributorthe Company, the Holding Companies, or the Property Owners up to the Closing Date which are allocable to the period from and after the Closing Date shall be paid by Contributor the Company to SCOLPSUI. Current resident rents, pass-through charges and assessments shall be prorated and adjusted as of the date of Closing based upon the actual number of days in the month of Closing with SCOLP SUI being credited for rents, pass-through charges and assessments on the date of Closing. In the event any pass-through charges (such as real estate taxes) are passed through to residents in the current year are based on a prior year’s amount without reconciliation with the residents, the amount actually used for the pass-through charge in the current year is the amount which shall be prorated by Contributor the Company and SCOLP SUI under this paragraph (d) without any subsequent reconciliation between Contributor the Company and SCOLPSUI. All rental, pass-through charges, assessments and other revenues actually collected by SCOLP SUI attributable to rent due for such month of Closing and received by SCOLP SUI within sixty (60) days following the Closing Date, shall be prorated between Contributor the Green Entities and SCOLP SUI based on the number of days in such month each owned each Project. Except as provided in the preceding paragraph, to the extent SCOLP SUI collects, within one hundred eighty (180) after the Closing, any rental, pass-through charges, assessments or revenues allocable to the period prior to the Closing Date, SCOLP SUI shall pay the same to Contributor the Green Entities and SCOLP SUI shall use its good faith efforts to collect all such rent, pass-through charges, assessments or revenues allocable to the period prior to the Closing Date, but SCOLP SUI shall not be required to commence litigation or institute evictions with respect to such tenants; provided, however, and except as otherwise set forth above, SCOLP SUI is assuming no obligation whatsoever for the collection of such rentals, pass-through charges, assessments or revenues and all rentals, pass-through charges, assessments and revenues collected subsequent to the Closing Date shall always, in the first instance, be applied first to the most current rentals, pass-through charges, assessments and revenues, if any, then due under the Tenant Leases or otherwise. Further, Contributor the Company and/or the Green Entities shall not have the right to seek collection, through litigation or otherwise, of unpaid rent, pass-through charges or assessments from any person while they remain a tenant of a Project, nor shall Contributor the Company and/or the Green Entities institute any eviction or lockout proceedings against any residents to recover delinquent rents, pass-through charges or assessments. Contributor The Company, or the Green Entities following the Closing, shall retain one hundred (100%) percent of the right to receive any past due rents with respect to residents who are no longer residents of the Projects. Following Closing, SCOLP SUI shall assume any eviction actions which are on-going as of the date of Closing and shall assume responsibility for payment of any legal fees associated with such eviction actions incurred on and after the Closing Date, and sums received by SCOLP SUI as a result of such eviction actions shall first be applied to reimburse SCOLP SUI and Contributor Green Entities for legal fees incurred in connection with such actions and the balance of such amounts prorated between Contributor the Green Entities and SCOLP SUI as provided above. Any pass-through charges or assessments that are paid by tenants at the Projects on an annual basis or other non-monthly basis shall be prorated based upon the actual number of days in the period in which the Closing occurs with SCOLP SUI being credited for rents, pass-through charges and assessments on the date of Closing. Notwithstanding the foregoing, prior to Closing, in order to avoid the ongoing reconciliation described in this Section 6.1(d), SCOLP SUI and Contributor the Company shall use good faith efforts to mutually agree upon terms by which SCOLP SUI will have the right to retain all delinquent rents and receivables at the Projects collected after Closing in exchange for an agreed upon credit to the Contributor Company at Closing. (e) Any Tenant Lease executed after the Effective Date and prior to the Closing Date shall be executed in compliance with any applicable provisions of Exhibit I of the Omnibus Agreement. (f) An amount equal to all expenses of the Projects which were paid prior to the Closing Date and for which SCOLP SUI will benefit after the Closing Date including, without limitation, pre-paid taxes and assessments (if applicable), annual license and permit fees and pre-paid amounts (if any) under the Assumed Project Contracts, shall be disbursed or credited to Contributor the Company at the Closing, and an amount equal to all expenses of the Projects which were incurred prior to the Closing Date and are due or paid after the Closing Date shall be credited to SCOLP SUI at the Closing and SCOLP SUI shall cause all such expenses to be paid. (g) The credit to SCOLPSUI, if any, payable in accordance with the pre-closing operating covenants (attached to the Omnibus Agreement) in connection with Capital Projects. (h) All costs and expenses incurred by Contributor the Company or any Holding Company or Property Owner prior to the Closing Date in connection with the transactions contemplated herein and the performance of its obligations under this Agreement, including, without limitation, attorney and other professional fees and the costs and expenses payable by Contributor the Company or any Holding Company or Property Owner hereunder, shall be paid by Contributor the Company or the Green Entities (if after the Closing) and shall not be charged to, or the responsibility of any Holding Company or Property Owner or SCOLPSUI. (i) All interest accrued for the Assumed Debt up to the Closing Date shall be paid by the Property Owners who are the borrowers under the Assumed Debt on or before the Closing Date, or, if not paid, an amount equal to the entire amount of such accrued interest shall be credited to SCOLP SUI as of the Closing Date. (j) All escrows and reserve accounts under the Assumed Debt and the Mortgage Documents which will remain in place after the Closing for the benefit of SCOLPSUI, the Holding Companies, and the Property Owners and shall be credited by SCOLP SUI to Contributor the Green Entities, on behalf of the Company, at the Closing. (k) Contributor The Green Entities, on behalf of the Company, will be entitled to a credit at Closing for any utility deposit, public improvement bond or similar refundable security posted for the benefit of any Project for which SCOLP SUI receives the benefit after Closing. (l) Contributor The Company shall be entitled to cause each Property Owner and each Holding Company to directly or indirectly distribute to Contributor the Company prior to Closing Closing, and the Company shall distribute to the Green Entities, all cash on hand, cash equivalents and other investments and assets, other than the Projects and related Improvements, the Personal Property or other Acquired Assets described in the Omnibus Agreement. 6.2 If, within one hundred eighty (180) days after the Closing, either SCOLP SUI or Contributor discovers the Green Entities discover any inaccuracies or errors in the prorations or adjustments done at Closing pursuant to Sections 6.1, such party shall notify the other party of such inaccuracy or error by written notice including reasonable detail of the appropriate calculation. In such event, the parties shall attempt, in good faith, to resolve any issues with respect to the prorations and adjustments done at Closing pursuant to Section 6.1. After the parties resolve any such issues or, in the event the parties are unable to resolve such issues, a final judgment has been rendered with respect to such matter without timely appeal or after all appeals timely made are fully resolved, SCOLP SUI and Contributor the Green Entities shall promptly take all action and pay all sums necessary so that such prorations and adjustments completed pursuant to Section 6.1 hereof shall be in accordance with the terms of this Agreement, and the obligations of either party to pay any such amount shall survive the Closing Date. Contributor The Company, the Green Entities and SCOLP SUI further acknowledge and agree that if neither party has identified an inaccuracy or error in the prorations or adjustments completed pursuant to Section 6.1 within such one hundred eighty (180) days, the obligation to complete a post-closing adjustment shall be deemed null and void and of no further force and effect; provided, however, that the 180-day period in this Section 6.2 shall not apply to the reproration of Current Taxes under Section 6.1(a), which will be effected promptly after the issuance of the final tax bills for the Current Taxes.

Adjustments and Prorations. 6.1 The following adjustments and prorations pro-rations shall be made at be, as appropriate, added to or deducted from the Closing between SCOLP and Contributoramount set forth in Section 2.1(c), and shall be computed to, but not including, the Closing Date.: (a) Real estate taxes and personal property taxes which are a lien upon or levied against any portion of each Project Property on or prior to the Closing Date, and all special assessments levied prior to the Closing Date (to the extent of installments thereof due on or prior to the Closing Date) shall be paid by Contributor the relevant Operating Company on or prior to the Closing Date. Further, all taxes in the nature of rollback or similar taxes charged, assessed or levied based on the prior use or any change in use of the Land or Improvements prior to Closing shall be the obligation of Contributor. All real estate taxes and personal property taxes (the “"Current Taxes”") levied against any portion of each Project Property with respect to the applicable tax year in which the Closing occurs shall be prorated and adjusted between the parties such that Contributor the Seller is responsible for that portion of the Current Taxes allocable to the period from the beginning of such tax year to the Closing Date, and SCOLP Purchaser is responsible for that portion of the Current Taxes allocable to the period commencing on the Closing Date through the end of the tax year. In addition, if Contributor or any Property Owner the relevant Operating Company has paid any taxes or assessments for or in respect of tax years commencing after the Closing Date, then SCOLP Purchaser shall be responsible for same and the amount thereof shall be credited to Contributor the Seller at Closing. If the tax bills for the Current Taxes have not been issued by the Closing Date, Contributor Seller and SCOLP Purchaser agree to prorate such Current Taxes on the basis of the taxes for the tax year immediately preceding the Closing for the purpose of computing the prorations pro-rations under this Section 6.1(a), and to reprorate re-prorate such Current Taxes at the request of either party promptly after the final bills for such Current Taxes are issued after Closing. The obligation to reprorate re-prorate such Current Taxes will survive the Closing. Any refund or rebate of Current Taxes which is received by or payable to any Property Owner relevant Operating Company after the Closing shall be prorated between Contributor Seller and SCOLP Purchaser in the manner provided above promptly upon receipt. If there are any open appeals of real estate taxes or assessments for tax years prior to the tax year in which the Closing occurs, then Contributor the relevant Operating Company shall be permitted to continue to prosecute and control such appeals at Contributor’s Seller's sole expense (and SCOLP Purchaser covenants that it shall cause the applicable Property Owner, Operating Company after Closing, to provide reasonable cooperation to Contributor Seller to so prosecute and control such appeals); provided however, SCOLP have Purchaser has the right, at its expense, to participate in any proceeding which could reasonably be expected to affect any taxes required to be paid by any Property Owner Operating Company on or after the date hereof Closing Date and to consent to the settlement of any such proceeding and if the proceedings affect taxes and assessments for periods both before and after the Closing, then the parties will cooperate reasonably and the fees, costs and expenses of such proceeding shall be equitably allocated between Contributor Seller and SCOLPPurchaser. Further, if, after the Closing, any Property Owner Operating Company receives or is entitled to receive any refund or rebate of taxes or assessments for periods prior to the tax year in which the Closing occurs, then upon receipt SCOLP Purchaser shall pay the amount thereof directly to Contributor Seller or Contributor’s Seller's successors and assigns. The obligations of SCOLP under the preceding three sentences shall survive the Closing. (b) The amount of all unpaid water water, sewer and other utility bills for each Project which are not directly billed to the tenants of each ProjectProperty, and all other operating and other expenses incurred with respect to each Projects Property relating to the period prior to the Closing Date, shall be paid by Contributor Seller on or prior to the Closing Date or, if not paid, as soon as possible after Closing following receipt of an invoice therefor. Seller shall retain the right to the refund of utility charges attributable to periods prior to the Closing Date. (c) Charges under Assumed Project Property Contracts (as defined in Section 7.1(f7.1(d) below) attributable to the period prior to the Closing Date shall be paid by Contributor the relevant Operating Company prior to the Closing Date, or, if not paid, the amount due shall be credited to SCOLP Purchaser as of the Closing Date. All charges under the Non-Assumed Project Property Contracts (as defined in Section 7.1(f7.1(d) below) shall be paid by ContributorSeller, whether such charges are attributable to the period prior to the Closing Date or the period after the Closing Date. (d) All prepaid rentalThe rents and charges due under all Tenant Leases, pass-through hot and cooled water charges, assessments electricity and other revenues with respect utility charges and all other additional rent, sundry charges paid by lessees under the Tenant Leases and other income to an Operating Company, including income received or receivable by an Operating Company for vending machines, to the operation of the Property extent collected by Contributor, the Holding Companies, or the Property Owners up Seller prior to the Closing Date and which, as of the Closing Date, represent payments thereof to an Operating Company which are allocable applicable in whole or in part to the a period from and after of time subsequent to the Closing Date shall be paid by Contributor credited to SCOLP. Current resident rents, pass-through charges and assessments shall be prorated and adjusted as Purchaser. (e) All of the date of Closing based upon the actual number of days items referenced in the month of Closing with SCOLP being credited for rents, pass-through charges and assessments on the date of Closing. In the event any pass-through charges (such as real estate taxes) are passed through to residents in the current year are based on a prior year’s amount without reconciliation with the residents, the amount actually used for the pass-through charge in the current year is the amount which shall be prorated by Contributor and SCOLP under this paragraph subsection (d) without any subsequent reconciliation between Contributor above which are due and SCOLP. All rental, pass-through charges, assessments and other revenues actually collected by SCOLP attributable to rent due for such month of Closing and received by SCOLP within sixty (60) days following the Closing Date, shall be prorated between Contributor and SCOLP based on the number of days in such month each owned each Project. Except as provided in the preceding paragraph, to the extent SCOLP collects, within one hundred eighty (180) after the Closing, any rental, pass-through charges, assessments or revenues allocable to the period prior to the Closing Date, SCOLP shall pay the same to Contributor and SCOLP shall use its good faith efforts to collect all such rent, pass-through charges, assessments or revenues allocable to the period payable prior to the Closing Date, but SCOLP shall which have not be required to commence litigation or institute evictions with respect to such tenants; provided, however, and except as otherwise set forth above, SCOLP is assuming no obligation whatsoever for the collection of such rentals, pass-through charges, assessments or revenues and all rentals, pass-through charges, assessments and revenues been collected subsequent to the Closing Date shall always, in the first instance, be applied first to the most current rentals, pass-through charges, assessments and revenues, if any, then due under the Tenant Leases or otherwise. Further, Contributor shall not have the right to seek collection, through litigation or otherwise, of unpaid rent, pass-through charges or assessments from any person while they remain a tenant of a Project, nor shall Contributor institute any eviction or lockout proceedings against any residents to recover delinquent rents, pass-through charges or assessments. Contributor shall retain one hundred (100%) percent of the right to receive any past due rents with respect to residents who are no longer residents of the Projects. Following Closing, SCOLP shall assume any eviction actions which are on-going as of the date of Closing and shall assume responsibility for payment of any legal fees associated with such eviction actions incurred on and after the Closing Date, and sums received by SCOLP as a result of such eviction actions shall first be applied to reimburse SCOLP and Contributor for legal fees incurred in connection with such actions and the balance of such amounts prorated between Contributor and SCOLP as provided above. Any pass-through charges or assessments that are paid by tenants at the Projects on an annual basis or other non-monthly basis shall be prorated based upon the actual number of days in the period in which the Closing occurs with SCOLP being credited for rents, pass-through charges and assessments on the date of Closing. Notwithstanding the foregoing, prior to Closing, in order to avoid the ongoing reconciliation described in this Section 6.1(d), SCOLP and Contributor shall use good faith efforts to mutually agree upon terms by which SCOLP will have the right to retain all delinquent rents and receivables at the Projects collected after Closing in exchange for an agreed upon credit to the Contributor at Closing. (e) Any Tenant Lease executed after the Effective Date and prior to the Closing Date shall be executed in compliance with any applicable provisions of Exhibit I of the Omnibus Agreement. (f) An amount equal to all expenses of the Projects which were paid prior to the Closing Date and for which SCOLP will benefit after the Closing Date including, without limitation, pre-paid taxes and assessments (if applicable), annual license and permit fees and pre-paid amounts (if any) under the Assumed Project ContractsSeller, shall be disbursed or credited to Contributor pro-rated as follows at the Closing, and an amount equal to all expenses of the Projects which were incurred prior to the Closing Date and are due or paid after the Closing Date settlement: Current rental income shall be credited to SCOLP at the Closing and SCOLP shall cause all such expenses to be paid. (g) The credit to SCOLP, if any, payable in accordance with the prepro-closing operating covenants (attached to the Omnibus Agreement) in connection with Capital Projects. (h) All costs and expenses incurred by Contributor or any Holding Company or Property Owner prior to the Closing Date in connection with the transactions contemplated herein and the performance of its obligations under this Agreement, including, without limitation, attorney and other professional fees and the costs and expenses payable by Contributor or any Holding Company or Property Owner hereunder, shall be paid by Contributor and shall not be charged to, or the responsibility of any Holding Company or Property Owner or SCOLP. (i) All interest accrued for the Assumed Debt up to the Closing Date shall be paid by the Property Owners who are the borrowers under the Assumed Debt on or before the Closing Date, or, if not paid, an amount equal to the entire amount of such accrued interest shall be credited to SCOLP rated as of the Closing Date. (j) . All escrows accounts not yet paid and reserve accounts under the Assumed Debt and the Mortgage Documents which will remain in place after the Closing for the benefit of SCOLP, the Holding Companies, and the Property Owners and delinquent 30 days or less shall be credited considered paid for pro-ration calculations. All accounts not yet paid and delinquent 31 days or more shall become the property of Purchaser with no pro-ration. All prepaid rents shall be transferred to Purchaser or retained by SCOLP the relevant Operating Company. All tenant security deposits shall be transferred to Contributor at Purchaser or retained by the relevant Operating Company. Notwithstanding anything herein to the contrary, Purchaser shall pay to Seller all back rental amounts covering the term of Seller's ownership received by Purchaser post-Closing. (k) Contributor will be entitled to a credit at Closing for any utility deposit, public improvement bond or similar refundable security posted for the benefit of any Project for which SCOLP receives the benefit after Closing. (l) Contributor shall be entitled to cause each Property Owner and each Holding Company to distribute to Contributor prior to Closing all cash on hand, cash equivalents and other investments and assets, other than the Projects and related Improvements, the Personal Property or other Acquired Assets described in the Omnibus Agreement. 6.2 If, within one hundred eighty (180) days after the Closing, either SCOLP or Contributor discovers any inaccuracies or errors in the prorations or adjustments done at Closing pursuant to Sections 6.1, such party shall notify the other party of such inaccuracy or error by written notice including reasonable detail of the appropriate calculation. In such event, the parties shall attempt, in good faith, to resolve any issues with respect to the prorations and adjustments done at Closing pursuant to Section 6.1. After the parties resolve any such issues or, in the event the parties are unable to resolve such issues, a final judgment has been rendered with respect to such matter without timely appeal or after all appeals timely made are fully resolved, SCOLP and Contributor shall promptly take all action and pay all sums necessary so that such prorations and adjustments completed pursuant to Section 6.1 hereof shall be in accordance with the terms of this Agreement, and the obligations of either party to pay any such amount shall survive the Closing Date. Contributor and SCOLP further acknowledge and agree that if neither party has identified an inaccuracy or error in the prorations or adjustments completed pursuant to Section 6.1 within such one hundred eighty (180) days, the obligation to complete a post-closing adjustment shall be deemed null and void and of no further force and effect; provided, however, that the 180-day period in this Section 6.2 shall not apply to the reproration of Current Taxes under Section 6.1(a), which will be effected promptly after the issuance of the final tax bills for the Current Taxes.