Common use of Adjustments at Closing Clause in Contracts

Adjustments at Closing. With respect to the Property, the following shall be adjusted and pro-rated between Home Properties and the Partnership as of the Closing Date as if Home Properties became the owner of the Property as of midnight of the night preceding the Closing Date and as if the Partnership was the owner of the Property prior thereto: (a) real estate and personal property taxes on the usual and customary "due date" basis; (b) water and sewer rents and charges; (c) fuel, electricity and other utilities; (d) charges under the service contracts; (e) laundry income; (f) interest, reserves and escrows with respect to the Existing Loan; and (g) rents. (i) All rent payments and other amounts (hereinafter collectively referred to in this SECTION 2.6 as "RENT") collected on or before the Closing Date for the month in which the Closing Date occurs shall be prorated as between the parties as of the Closing Date. (ii) All rent collected after the Closing Date shall be applied first to the rent due for the month in which such rent was collected and shall then be applied to the next most recent delinquent rent, including any rent which was not collected for any period prior to the Closing Date. Delinquent rent amounts collected with respect to any period prior to the Closing Date shall belong to the Partnership as the former member of the Company and, if paid to Home Properties, Home Properties shall promptly send such rent to the Partnership for distribution to the former partners of the Partnership pursuant to the agreement described in PARAGRAPH (e) of SECTION 7.1. (iii) All rent collected by the Company or the Partnership, prior to the Closing Date, for months subsequent to Closing Date shall be paid to Home Properties on the Closing Date. (iv) All rent collected for rental periods on or after the Closing Date shall belong to Home Properties and, if paid to the Company or the Partnership shall be promptly sent to Home Properties. Any error in the calculation of adjustments shall be corrected and any post-closing receipts or expenditures related to the period prior to Closing shall be prorated subsequent to the Closing Date with appropriate credits to be given based upon corrected adjustments, provided, however, that the adjustments (except if errors are caused by misrepresentations) shall be final upon expiration of the 90th day after the Closing Date. Amounts to be paid as an adjustment in favor of the Company or the Partnership shall be paid by Home Properties in cash at Closing. Amounts to be paid as an adjustment in favor of Home Properties shall, at the option of the Partnership, be paid in cash or charged against the Consideration.

Adjustments at Closing. With The following items shall be adjusted or ---------------------- prorated between Seller and Purchaser with respect to the Property, the following shall be adjusted and pro-rated between Home Properties and the Partnership as of the Closing Date as if Home Properties became the owner of the Property as of midnight of the night preceding the Closing Date and as if the Partnership was the owner of the Property prior thereto: (a) real Real estate taxes relating to the Property for the calendar year of the Closing shall be prorated between Seller and personal property taxes Purchaser as of 12:01 a.m. on the usual Closing Date. If the actual amount of taxes for the calendar year of the Closing is not known as of the Closing Date, the proration shall be based on the amount of taxes due and customary "payable with respect to the Property for the calendar year immediately preceding the calendar year of the Closing, and Seller shall pay to Purchaser in cash (or by credit on Purchaser's closing statement) at the Closing Seller's pro rata portion of those taxes. When the amount of taxes levied against the Property for the year of Closing is known, either Seller or Purchaser shall have the right to have the proration amount readjusted with the result that Seller shall pay for those taxes attributable to the period of time prior to the Closing Date and Purchaser shall pay for those taxes attributable to the period of time commencing with and following the Closing Date; provided, however, that to avail itself of the right to have the proration amount readjusted, the party seeking readjustment must deliver to the other party a written request to that effect on or before August 1 of the calendar year immediately following the year of Closing. Seller shall not be responsible for all subsequent assessments for prior years due date" basis;to change in land usage or ownership. Payments after the Closing Date shall be made in immediately available funds to the applicable party at its address set forth in Section ------- 12. (b) water All other taxes (other than the Kentucky transfer tax), including, without limitation, personal property, business, and sewer rents occupation taxes, if any (based on the most current available information) shall be prorated as of 12.01 a.m. on the Closing Date, or charged on the basis of applicable governmental records, and charges;shall be readjusted when the actual bills are available, if necessary. (c) fuelTelephone contracts and contracts for the supply of heat, electricity steam, electric power, gas, lighting, water and sewer and any other utilities;utility service shall be prorated as of 12.01 a.m. on the Closing Date. All deposits, if any, made by Seller as security under any such public service contract shall be credited to Seller if the same remain on deposit for the benefit of Purchaser. Where possible, cut-off meter readings shall be secured for all utilities as of 12.01 a.m. on the Closing Date. (d) charges under Fees paid or payable for transferable licenses shall be prorated as of 12.01 a.m. on the service contracts;Closing Date. (e) laundry income; (f) interest, reserves and escrows with With respect to the Existing Loan; and (g) rents. (i) All rent payments and other amounts (hereinafter collectively referred to in this SECTION 2.6 as "RENT") collected Project, Seller's insurance shall be canceled on or before the Closing Date Date, and Seller shall retain all prepaid premiums. Purchaser shall arrange for the month in which the Closing Date occurs shall be prorated as between the parties immediate effectiveness of Purchaser's own insurance coverage as of the Closing Date. (iif) All rent collected after the Closing Date shall be applied first to the rent due for the month in which such rent was collected and shall then be applied to the next most recent delinquent rent, including any rent which was not collected for any period prior to the Closing Date. Delinquent rent amounts collected with respect to any period prior to the Closing Date shall belong to the Partnership as the former member As of the Company and, if paid to Home Properties, Home Properties shall promptly send such rent to the Partnership for distribution to the former partners of the Partnership pursuant to the agreement described in PARAGRAPH (e) of SECTION 7.1. (iii) All rent collected by the Company or the Partnership, prior to 12:01 a.m. on the Closing Date, for months subsequent to Closing Date such other items shall be paid prorated as are provided for in this Contract or as are normally prorated and adjusted in the sale of real property, including, without limitation, all deposits and prepaid items that inure to Home Properties the benefit of Purchaser (including, but not limited to, prepaid insurance). In making apportionments, all rents and similar items shall be prorated on the basis of the number of days of occupancy before and after the time set for such adjustments to be made, and all prepaid taxes, charges and impositions shall be prorated on the basis of the number of days of the applicable tax year, or on the basis of unit costs or, if this is not practicable, on the basis of the number of days before and after that time. (g) All other income and ordinary operating expenses of the Property (except public utilities, for which each party shall deal directly with the service provider), including, without limitation, maintenance, management, and other service charges, and all other normal operating charges with respect to the Property shall be prorated at the Closing effective as of 12:01 a.m. on the Closing Date. (iv) All rent collected for rental periods on or after the Closing Date shall belong to Home Properties and, if paid to the Company or the Partnership shall be promptly sent to Home Properties. Any error in the calculation of and appropriate cash adjustments shall be corrected made by Purchaser and Seller. If, following the Closing, Purchaser or Seller discover any post-closing receipts errors or expenditures related omissions in the prorations or adjustments approved at Closing, then either party shall have the right to obtain a correction of the error or omission provided written request, and the rational basis therefor, for such correction is delivered within 180 days after Closing. All such corrections requested within this 180 day period prior to Closing shall be prorated subsequent to the Closing Date with appropriate credits to be given based upon corrected adjustments, provided, however, that the adjustments (except if errors are caused by misrepresentations) shall be final upon expiration resolved within 60 days of the 90th day after the Closing Date. Amounts to be paid as an adjustment in favor of the Company or the Partnership shall be paid by Home Properties in cash at Closing. Amounts to be paid as an adjustment in favor of Home Properties shall, at the option of the Partnership, be paid in cash or charged against the Considerationrequest.

Adjustments at Closing. With respect Notwithstanding anything to the contrary contained in this Agreement or applicable law, the provisions of this Section shall survive the Closing. All income and obligations attributable to periods ending on or before the Allocation Date shall be allocated to Seller, and all income and obligations attributable to periods ending after the Allocation Date (including the Closing Date) shall be allocated to Buyer. Without limitation upon the foregoing the following items shall be adjusted or prorated between Seller and Buyer as set forth below: (1) The Closing year's real and tangible personal property taxes shall be prorated between Seller and Buyer as of the Allocation Date (if the amount of the current year's property taxes are not available, such taxes will be prorated based upon the prior year's assessment); (2) Except as provided in subparagraph below, all income and operating expenses of the Property, including, without limitation, public utility charges, maintenance, management, and other service charges, costs and expenses associated with leases entered into between the following date of this Agreement and the Closing Date, and all other normal operating charges shall be adjusted and pro-rated between Home Properties and prorated at the Partnership Closing effective as of the Closing Allocation Date as if Home Properties became based upon the owner of the Property as of midnight of the night preceding the Closing Date and as if the Partnership was the owner of the Property prior thereto:best available information. (a3) real estate and personal property taxes on the usual and customary "due date" basis; (b) water and sewer Seller will credit Buyer with any prepaid rents and charges; (c) fuelreimbursements, electricity and other utilities; (d) charges under the service contracts; (e) laundry income; (f) interest, reserves and escrows or unforfeited security deposits with respect to the Existing Loan; and (g) rentsLeases, but only to the extent that the same were actually paid by tenants as reflected by Tenant Estoppel Letters, or if a Tenant Estoppel Letter is not received from a particular tenant, by the Lease. If the Seller's records disagree with those of a particular tenant, Seller and Buyer shall negotiate in good faith during the Inspection Period to resolve the disagreement. (i4) All rent payments and other amounts (hereinafter collectively referred Any rents, percentage rents or tenant reimbursements payable by tenants after the Allocation Date but applicable to in this SECTION 2.6 as "RENT") collected periods on or before prior to the Closing Allocation Date for the month in which the Closing Date occurs shall be prorated as between the parties as remitted to Seller by Buyer within thirty (30) days after receipt, less any expenses of the Property found to be attributable to pre-Allocation Date periods but discovered by Buyer after Closing. Buyer shall have no obligation to collect delinquencies, but should Buyer collect any delinquent rents or other sums which cover periods prior to the Allocation Date and for which Seller has received no proration or credit, Buyer shall remit same to Seller within thirty (30) days after receipt. Buyer will not interfere in Seller's efforts to collect sums due it prior to the Closing. Seller will remit to Buyer promptly after receipt any rents, percentage rents or tenant reimbursements received by Seller after Closing Date. (ii) All rent collected which are attributable to periods occurring after the Allocation Date. Receipts after Closing Date of either Buyer or Seller from tenants who do not designate the period to which they are to be applied shall be applied first to the rent due then current rents and reimbursements for the month in which such rent was collected tenant(s), then to delinquent rents and shall then be applied reimbursements attributable to the next most recent delinquent rent, including any rent which was not collected for any period prior to the Closing Date. Delinquent rent amounts collected with respect to any period prior to the Closing Date shall belong to the Partnership as the former member of the Company and, if paid to Home Properties, Home Properties shall promptly send such rent to the Partnership for distribution to the former partners of the Partnership pursuant to the agreement described in PARAGRAPH (e) of SECTION 7.1. (iii) All rent collected by the Company or the Partnership, prior to the Closing Date, for months subsequent to Closing Date shall be paid to Home Properties on the Closing Date. (iv) All rent collected for rental periods on or after the Closing Date shall belong to Home Properties and, if paid to the Company or the Partnership shall be promptly sent to Home Properties. Any error in the calculation of adjustments shall be corrected and any post-closing receipts or expenditures related Allocation Date periods, and then to the period prior to Closing shall be prorated subsequent to the Closing pre-Allocation Date with appropriate credits to be given based upon corrected adjustments, provided, however, that the adjustments (except if errors are caused by misrepresentations) shall be final upon expiration of the 90th day after the Closing Date. Amounts to be paid as an adjustment in favor of the Company or the Partnership shall be paid by Home Properties in cash at Closing. Amounts to be paid as an adjustment in favor of Home Properties shall, at the option of the Partnership, be paid in cash or charged against the Considerationperiods.

Adjustments at Closing. With respect to the Property, the The following shall be adjusted and pro-rated prorated between Home Properties and the Partnership as of the parties at Closing Date as if Home Properties became the Buyer was the owner of the Property as of midnight of the night preceding the Closing Date and as if the Partnership was the owner of the Property prior theretoDate: (a) A. current fiscal year real estate taxes, B.water charges, C. fuel and personal property taxes on gas, D. electricity, E. all rentals and security deposits (including interest thereon) pursuant to the usual and customary "due date" basis;leases, (b) water and sewer rents and charges; (c) fuel, electricity and other utilities; (d) F. charges under the service contracts;Service Contracts (hereinafter defined), (e) G. laundry income; (f) interest, reserves H interest on the Existing Loans, I insurance and tax escrows and other escrows with respect to the Existing Loan; and (g) rentsLoans, if any, J any other charges incurred with respect to the Property which Seller is obligated to pay, and K Rents. (i) 1. All rent payments and other amounts (hereinafter collectively referred to in this SECTION 2.6 as "RENT") collected on or before the Closing Date for the month in which the of Closing Date occurs shall be prorated as between the parties as of the Closing DateClosing. (ii) 2. All rent collected after the Closing Date shall be applied first to the rent due for the month in which such rent was collected and shall then be applied to the next most recent delinquent rentClosing, including any rent which was not collected for any period prior to the Closing Date. Delinquent rent amounts collected with respect to any period prior to the Closing Date Closing, shall belong to the Partnership as the former member of the Company Seller and, if paid to Home PropertiesBuyer, Home Properties Buyer shall promptly send such rent to the Partnership for distribution to the former partners of the Partnership pursuant to the agreement described in PARAGRAPH (e) of SECTION 7.1Seller. (iii) 3. All rent collected by the Company or the PartnershipSeller, prior to the Closing DateClosing, for months rental periods subsequent to Closing Date shall be paid to Home Properties on the Closing DateBuyer at Closing. (iv) 4. All rent collected by Buyer or Seller for rental periods on or after the Closing Date shall belong to Home Properties Buyer and, if paid to the Company or the Partnership Seller, Seller shall be promptly sent send such rent to Home PropertiesBuyer. Any error in the calculation of adjustments shall be corrected and any post-closing receipts or expenditures related to the period prior subsequent to Closing shall be prorated subsequent to the Closing Date with appropriate credits to be given based upon corrected adjustments, provided, however, that the adjustments (except if errors are caused by misrepresentations) shall be final upon expiration of the 90th day one year after the Closing Date. Amounts to be paid as an adjustment in favor of the Company or the Partnership shall be paid by Home Properties in cash at Closing. Amounts to be paid as an adjustment in favor of Home Properties shall, at the option of the Partnership, be paid in cash or charged against the Consideration.

Adjustments at Closing. With respect to the Property, the The following shall be adjusted and pro-rated prorated between Home Properties the Contributors and the Partnership as of the Buyer at Closing Date as if Home Properties became the Buyer was the owner of the Property as of midnight of the night preceding the Closing Date and as if the Partnership was the owner of the Property prior thereto: (a) Date: A current fiscal year real estate and personal property taxes on the usual and customary "due date" basis; (b) taxes, B water and charges, C sewer rents and charges; (c) , D fuel, electricity and other utilities; , E security deposits pursuant to the leases (d) including interest thereon), unless the security deposits are assigned to the Buyer, F charges under the service contracts; (e) contracts assumed by Buyer, G laundry income; (f) interest, reserves and escrows ; H any other charges incurred with respect to the Existing LoanProperty which the Partnership or the Contributors are obligated to pay; and (g) rentsH Rents. (i1) All rent payments and other amounts (hereinafter collectively referred to in this SECTION 2.6 collected as "RENT") collected on or before of the Closing Date for the month in which the of Closing Date occurs shall be prorated as between the parties as of the Closing Date. (ii2) All rent collected after the Closing Date shall be applied first to the rent due for the month in which such rent was collected and shall then be applied to the next most recent delinquent rentClosing, including any rent which was not collected for any period prior to the Closing Date. Delinquent rent amounts collected with respect to any period prior to the Closing Date Closing, shall belong to the Partnership as the former member of the Company Contributors and, if paid to Home PropertiesBuyer, Home Properties Buyer shall promptly send such rent to the Partnership for distribution to the former partners of the Partnership pursuant to the agreement described in PARAGRAPH (e) of SECTION 7.1Contributors c/o Xxx Xxxxxxxxxx. (iii3) All rent collected by the Company Contributors or the Partnership, prior to the Closing DateClosing, for months rental periods subsequent to Closing Date shall be paid to Home Properties on the Closing DateBuyer at Closing. (iv4) All rent collected by Buyer, the Partnership or the Contributors for rental periods on or after the Closing Date shall belong to Home Properties Buyer and, if paid to the Company or Contributors, the Partnership Contributors shall be promptly sent send such rent to Home PropertiesBuyer. Any error in the calculation of adjustments shall be corrected and any post-closing receipts or expenditures related to the period prior subsequent to Closing shall be prorated subsequent to the Closing Date with appropriate credits to be given based upon corrected adjustments, provided, however, that the adjustments (except if errors are caused by misrepresentations) shall be final upon expiration of the 90th sixtieth day after the Closing Date. Amounts to be paid as an adjustment in favor of the Company or the Partnership shall be paid by Home Properties in cash at Closing. Amounts to be paid as an adjustment in favor of Home Properties shall, at the option of the Partnership, be paid in cash or charged against the Consideration.

Adjustments at Closing. With respect to the Property, the following The Purchase Price shall be adjusted and pro-rated between Home Properties and the Partnership as of the Closing Date as if Home Properties became the owner of the Property as of midnight of the night preceding the Closing Date and as if the Partnership was the owner of the Property prior thereto---------------------- by: (a) Prorating the closing year's real estate and tangible personal property taxes on as of the usual and customary "due date" basisthe Closing Date (if the amount of the current year's property taxes are not available, such taxes will be prorated based upon the prior year's assessment); (b) water Prorating as of the Closing Date cash receipts and sewer rents expenditures for the Shopping Center and charges;other items customarily prorated in transactions of this sort; and (c) fuelSubtracting the amount of security deposits, electricity and other utilities; (d) charges prepaid rents from tenants under the service contracts; (e) laundry income; (f) interestLeases, reserves and escrows with respect to the Existing Loan; and (g) credit balances, if any, of any tenant. Any rents. (i) All rent payments and other amounts (hereinafter collectively referred to in this SECTION 2.6 as "RENT") collected on , percentage rents or before tenant reimbursement payable by tenants after the Closing Date for the month in which but applicable to periods on or prior to the Closing Date occurs shall be prorated as between remitted to Seller by Buyer within thirty (30) days after receipt, less any expenses of the parties as Property incurred on or prior to the Closing Date but discovered by Buyer after the Closing Date. Buyer shall have no obligation to collect deliquencies, but should Buyer collect any deliquent rents or other sums which cover periods prior to the Closing Date and for which Seller has received no proration credit, Buyer shall remit same to Seller within thirty (30) days after receipt, less any costs of collection. Buyer will not interfere in Seller's efforts to collect sums due it prior to the Closing Date. Seller will remit to Buyer within thirty (ii30) All rent collected days after receipt any rent, percentage rents or tenant reimbursements received by Seller after Closing which are attributable to periods occuring after the Closing Date Date. Undesignated receipts after Closing of either Buyer or Seller from tenants in the Shopping Center shall be applied first to the rent due then current rents and reimbursements for the month in which such rent was collected tenants(s), then to deliquent rents and shall then be applied reimbursements attributable to the next most recent delinquent rent, including any rent which was not collected for any period prior to the Closing Date. Delinquent rent amounts collected with respect to any period prior to the post- Closing Date shall belong periods, and then to the Partnership as the former member of the Company and, if paid to Home Properties, Home Properties shall promptly send such rent to the Partnership for distribution to the former partners of the Partnership pursuant to the agreement described in PARAGRAPH (e) of SECTION 7.1. (iii) All rent collected by the Company or the Partnership, prior to the Closing Date, for months subsequent to pre- Closing Date shall be paid to Home Properties on the Closing Dateperiods. (iv) All rent collected for rental periods on or after the Closing Date shall belong to Home Properties and, if paid to the Company or the Partnership shall be promptly sent to Home Properties. Any error in the calculation of adjustments shall be corrected and any post-closing receipts or expenditures related to the period prior to Closing shall be prorated subsequent to the Closing Date with appropriate credits to be given based upon corrected adjustments, provided, however, that the adjustments (except if errors are caused by misrepresentations) shall be final upon expiration of the 90th day after the Closing Date. Amounts to be paid as an adjustment in favor of the Company or the Partnership shall be paid by Home Properties in cash at Closing. Amounts to be paid as an adjustment in favor of Home Properties shall, at the option of the Partnership, be paid in cash or charged against the Consideration.

Adjustments at Closing. With respect (a) Prorations shall be made as follows: (i) Insurance premiums shall not be prorated. Seller will terminate its coverage as to the Property, the following shall be adjusted and pro-rated between Home Properties and the Partnership Property effective as of the Closing Date and Purchaser shall obtain its own insurance. Utility deposits shall not be transferred. Seller shall obtain the return of any of its utility deposits, and Seller shall close its utility accounts in a manner satisfactory to Seller in its sole discretion as if Home Properties became the owner of the Property as of midnight of the night preceding the Closing Date and as if the Partnership was the owner of the Property prior thereto: (a) real estate and personal property taxes on the usual and customary "due date" basis; (b) water and sewer rents and charges; (c) fuel, electricity and other utilities; (d) charges under the service contracts; (e) laundry income; (f) interest, reserves and escrows with respect to the Existing Loan; and (g) rents. (i) All rent payments and other amounts (hereinafter collectively referred to in this SECTION 2.6 as "RENT") collected on or before the Closing Date for the month in which the Closing Date occurs Date. Purchaser shall be prorated as between responsible for paying its own utility deposits, and establishing the parties as of applicable utility account commencing on the Closing Date. (ii) All rent collected Except as provided below, rental payments by Tenants actually received by Seller prior to Closing, which are applicable in whole or part to any period after the Closing Date Closing, shall be applied first to prorated between Purchaser and Seller as of midnight on the rent due for the month in which such rent was collected and shall then be applied to the next most recent delinquent rent, including any rent which was not collected for any period prior to day preceding the Closing Date, on the basis of the actual number of days in the period to which the payment relates (e.g. year, quarter or month). Delinquent rent Seller shall retain all Expenses Reimbursements received prior to Closing to the extent the same are necessary to cover expenses incurred by Seller as of the Closing Date, including, without limitation, expenses being prorated hereunder. If the Expense Reimbursements received by Seller prior to Closing exceed the costs incurred by Seller (whether incurred as a result of a proration hereunder or otherwise) that are to be covered thereby, then Purchaser shall receive a credit against the Purchase Price, at Closing, equal to the difference and Purchaser shall be responsible for applying or refunding the same in accordance with the Leases. At any time prior to Closing, Seller may xxxx the Tenants for any amounts collected necessary to make the total Expense Reimbursements equal the total expenses incurred by Seller which are to be reimbursed by the Tenant under the Leases, based on the most current information and estimates. (iii) No prorations or credits shall be made at Closing with respect to any rents or Expense Reimbursements attributable to the period prior to the Closing Date which are unbilled or uncollected ("UNPAID AMOUNTS"). Purchaser shall belong make a good faith attempt (using the same collection efforts Purchaser would use for its own collections, but Purchaser shall not be required to institute any suit to collect Unpaid Amounts for Seller's benefit after the Closing, and such collections, if any, shall be remitted to Seller promptly upon receipt by Purchaser, after applying all such collections first to amounts then due from Tenants for any period after the Closing. Seller retains its rights and remedies with respect to any Unpaid Amounts owed to Seller, except that Seller shall not be entitled to terminate any lease or evict any Tenant. Prior to sending final bills or making final adjustments related to the Partnership Expense Reimbursements for any period falling (in whole or in part) prior to Closing, Purchaser shall notify Seller, in writing, so that Seller may review the same and make sure any amounts owed to it are included. If the actual amounts to be prorated are not known as of the Closing Date or cannot be conclusively determined, the proration shall be estimated at Closing on the basis of the most recently issued invoices for same and shall be readjusted within 90 clays after the date of Closing. Seller and Purchaser agree to cooperate fully to complete all post-Closing reconciliations and adjustments. As a condition precedent to Closing, Seller shall complete its expense reconciliations (including but not limited to real estate taxes) for calendar year 2003 and shall invoice any underpayments or refund overpayments in Expense Reimbursements, as the former member case may be, to each tenant in accordance with the terms of each respective tenant's Lease. PURCHASE AND SALE AGREEMENT (XXXXX XXXX) DALLAS/200403 (iv) Purchaser will receive a credit against the Purchase Price for the cash portion of the Company andDeposits. Seller shall, if paid the same is assignable, (A) deliver such letter of credit to Home PropertiesPurchaser at the Closing, Home Properties and (B) execute and deliver, at Closing, such instruments as the issuers of such letter of credit shall promptly send such rent reasonably require to transfer the Partnership for distribution same to Purchaser so long as Seller incurs no additional liability or expense in connection therewith; provided Purchaser shall pay any transfer or related fees required by the former partners issuers of the Partnership letter of credit in connection with such transfer. After Closing, Purchaser will have the obligation to return the Deposits pursuant to the agreement described in PARAGRAPH (e) terms and conditions of SECTION 7.1the Leases, which obligation shall survive Closing. (iiiv) All rent collected Subject to the other provisions of this SECTION 7.3(a), all normal and customarily pro-ratable items of expense, including without limitation real estate and personal property taxes (reduced by Seller's reasonable estimate of the Company amount thereof which will be paid or reimbursed by Tenants) and Property Agreement payments, shall be prorated as of midnight on the Partnership, prior to day preceding the Closing Date, on the basis of the actual number of days in the period to which the expense relates (e.g. year, quarter or month), with Seller being charged for months subsequent all of same up to the Closing Date shall be paid to Home Properties and Purchaser being charged for all of same on and after the Closing Date; provided expenses to be paid directly by Tenants shall not be prorated hereunder. (ivvi) All rent collected Notwithstanding the foregoing, Seller shall have the right to all refunds or rebates on account of real estate tax protests or appeals for taxes assessed against the Property with respect to the years prior to 2003, subject to each Seller's obligation to reimburse Tenants for any rebates or refunds to which said Tenants may be entitled under the applicable Leases. Seller and, after Closing, Purchaser shall each have the right, but not the obligation, to appeal or otherwise challenge real estate taxes assessed against the Property for calendar year 2003 and the parties agree to prorate all refunds or rebates on account of real estate tax protests or appeals for real estate taxes assessed against the Property for calendar year 2003 based upon each parties' period of ownership of the Property in calendar year 2003. Purchaser shall have control of and responsibility for all appeals and other challenges with respect to real estate taxes assessed against the Property for calendar year 2003 and thereafter. Seller shall keep Purchaser advised on a current basis of all action (including, without limitation, any written submissions or appearances before the taxing authority) taken with respect to appeals or other challenges of such taxes and provide Purchaser's representative the opportunity to be present (provided such representative shall not participate) at all hearings or meetings. Purchaser agrees to cooperate and assist with any appeal or other challenge of taxes by Seller so long as Purchaser is not required to incur any costs or expenses in connection therewith. (b) With respect to any New Lease Transactions entered into by Seller pursuant to SECTION 10.13, all associated Leasing Costs shall be prorated between Seller and Purchaser at Closing, based upon the respective portions of the fixed or base rental periods payable during the term of the New Lease Transaction before and after the Closing (the term of a new Lease would be its initial term, while the applicable term of a lease renewal would be the exercised renewal term). In addition, if any Tenant exercises an expansion or renewal option on or after the Closing Date shall belong to Home Properties andEffective Date, if paid to the Company or the Partnership shall be promptly sent to Home Properties. Any error in the calculation of adjustments shall be corrected and any post-closing receipts or expenditures related to the period prior to Closing all associated Leasing Costs shall be prorated subsequent between Seller and Purchaser at Closing, based upon the respective portions of the fixed or base rental payable as a result of the exercise of such option before and after the Closing. For example, if eighty five percent (85%) of the base rent payable during the term of a New Lease Transaction will be due PURCHASE AND SALE AGREEMENT (XXXXX XXXX) DALLAS/200403 after Closing, then Purchaser shall be responsible for eight five percent (85%) of the Leasing Costs related to such New Lease Transaction. With respect to the termination of any Property Agreement by Seller at the request of Purchaser pursuant to SECTION 10.13, Purchaser shall reimburse Seller, at Closing, for any fees that Seller is required to pay to terminate such Property Agreement. (c) Except as provided in SECTION 7.3(b), (i) Seller shall be responsible for all Leasing Costs that become due and payable on or before the Closing Date with appropriate credits to be given based upon corrected adjustments, provided, however, that the adjustments and (except if errors are caused by misrepresentationsii) Purchaser shall be final upon expiration of the 90th day responsible for all Leasing Costs that become due and payable after the Closing Date. Amounts Purchaser shall also be responsible for all tenant improvements to be paid as an adjustment installed by the landlord under the Leases after Closing, including, without limitation, tenant improvements associated with any expansion, extension or renewal options under the Leases. At Closing, Seller shall assign to Purchaser and Purchaser shall assume all existing leasing commission agreements related to the Leases and all contracts related to unfinished tenant improvement work to be performed by Seller under the Leases, by a fully executed instrument in favor form and content reasonably acceptable to Seller. (d) If any amount to be prorated between the parties or credited to either of the Company or parties under this SECTION 7.3 is not known with certainty as of the Partnership Closing Date, the amount shall be paid by Home Properties in cash estimated using the best evidence then available. The prorations and credits made at Closing shall be final and shall not be re-prorated or adjusted based on actual results at a later time. (e) The provisions of this SECTION 7.3 shall survive the Closing. Amounts to be paid as an adjustment in favor of Home Properties shall, at the option of the Partnership, be paid in cash or charged against the Consideration.

Adjustments at Closing. With respect to the Property, the The following shall be adjusted and pro-rated prorated between Home Properties each Contributor and the Partnership as of the Buyer at Closing Date as if Home Properties became the Buyer was the owner of the Property as of midnight of the night preceding the Closing Date and Date: The adjustments shall be made in cash or as if an adjustment to the Partnership was Net Contribution Value, at the owner option of the Property prior thereto:each Contributor. (a) A. current fiscal year real estate and personal property taxes on the usual and customary "due date" basis;taxes, (b) B. water and charges, C. sewer rents and charges;, (c) fuel, D. electricity and other utilities;, E. security deposits pursuant to the leases (d) including interest thereon and administrative fees), unless the security deposits or the accounts in which they are deposited are assigned to the Buyer, F. charges under the all service contracts;, maintenance agreements, vending machine leases or contracts and other contracts and agreements in effect at Closing relating to the maintenance, repair, use, operation or occupancy of the Properties to which any Contributor is a party listed on Schedule 5 attached hereto (the "Service Contracts"), (e) G. laundry income;, (f) interest, H. any other charges incurred with respect to the Property which the Contributor is obligated to pay, I. any reserves and escrows with respect to the Existing Loan; and, if applicable, if and to the extent that the relevant Existing Lender (hereafter defined) requires such reserves and escrows to remain in place after the Closing, (g) rents.J. interest with respect to the Existing Loan, if applicable, (i) K. All rent payments and other amounts (hereinafter collectively referred to in this SECTION 2.6 collected as "RENT") collected on or before of the Closing Date for the month in which the of Closing Date occurs shall be prorated as between the parties as of the Closing Date. (ii) . All rent rents collected after the Closing Date from any resident in occupancy as of the Closing Date shall be applied first to any rents past due from such resident for the rent calendar month in which the Closing Date occurs (subject to adjustment), and then paid to the relevant Contributor for any rents due from and unpaid by such resident for the month prior to the month in which the Closing Date occurs and then to any rentals due from and unpaid by such rent was collected and shall then be applied resident accruing in any month subsequent to the next most recent delinquent rentmonth in which the Closing Date occurs, including any rent which was not collected for any period and then to the other months prior to the Closing Date. Delinquent rent All sums specifically paid pursuant to the agreements referenced on Schedule 6 attached hereto shall be the sole property of the applicable Contributor. L. fuel, if any, as estimated by the supplier, at the Contributor's cost plus any sales taxes thereon, M. fees for licenses and other permits that can be assumed by Buyer, N. utility deposits, O. wages, fringe benefits and other compensation to personnel employed at the Properties, provided any amounts collected payable to such personnel as a result of their termination by Buyer or its affiliates after the Closing shall be the sole responsibility of the Buyer, and P. all other expenses as are customarily apportioned in accordance with respect real estate closings of comparable properties in Pennsylvania. Buyer and the Contributors acknowledge and agree that it is the Contributors' intention to have the relevant utility read the meters for their respective utility provided as of the Closing Date. If and to the extent that any period prior Contributor is unable to arrange for such a reading, then the adjustment shall be made on the Closing Date shall belong to the Partnership as the former member based on an average of the Company and, if paid to Home Properties, Home Properties shall promptly send such rent to the Partnership for distribution to the former partners of the Partnership pursuant to the agreement described in PARAGRAPH (e) of SECTION 7.1. (iii) All rent collected prior 2 months billing by the Company or relevant utility with such amount to be further adjusted as provided in the Partnership, prior to the Closing Date, for months subsequent to Closing Date shall be paid to Home Properties on the Closing Date. (iv) All rent collected for rental periods on or after the Closing Date shall belong to Home Properties and, if paid to the Company or the Partnership shall be promptly sent to Home Propertiesnext sentence when actual bills are available. Any error in the calculation of adjustments shall be corrected and any post-closing receipts or expenditures related to the period prior subsequent to Closing shall be prorated subsequent to the Closing Date with appropriate credits to be given based upon corrected adjustments, provided, however, that the adjustments (except if errors are caused by misrepresentations) shall be final upon expiration of the 90th day one hundred eighty (180) days after Closing. This Section 5 shall survive the Closing Date. Amounts for one hundred and eighty (180) days, provided that Buyer's obligations under sub-paragraph O above with respect to be paid as an adjustment in favor of termination payments shall survive the Company or the Partnership shall be paid by Home Properties in cash at Closing. Amounts to be paid as an adjustment in favor of Home Properties shall, at the option of the Partnership, be paid in cash or charged against the ConsiderationClosing indefinitely.

Adjustments at Closing. With respect Notwithstanding anything to the contrary contained in this Agreement or applicable law, the provisions of this Section shall survive the Closing. All income and obligations attributable to periods ending on or before the Allocation Date shall be allocated to Seller, and all income and obligations attributable to periods ending after the Allocation Date (including the Closing Date) shall be allocated to Buyer. Without limitation upon the foregoing the following items shall be adjusted or prorated between Seller and Buyer as set forth below: (1) The Closing year's real and tangible personal property taxes shall be prorated between Seller and Buyer as of the Allocation Date (if the amount of the current year's property taxes are not available, such taxes will be prorated based upon the prior year's assessment); (2) Except as provided in subparagraph below, all income and operating expenses of the Property, including, without limitation, public utility charges, maintenance, management, and other service charges, costs and expenses associated with leases entered into between the following date of this Agreement and the Closing Date, and all other normal operating charges shall be adjusted and pro-rated between Home Properties and prorated at the Partnership Closing effective as of the Closing Allocation Date as if Home Properties became based upon the owner of the Property as of midnight of the night preceding the Closing Date and as if the Partnership was the owner of the Property prior thereto:best available information. (a3) real estate and personal property taxes on the usual and customary "due date" basis; (b) water and sewer Seller will credit Buyer with any prepaid rents and charges; (c) fuelreimbursements, electricity and other utilities; (d) charges under the service contracts; (e) laundry income; (f) interest, reserves and escrows or unforfeited security deposits with respect to the Existing Loan; and (g) rentsLeases, but only to the extent that the same were actually paid by tenants as reflected by Tenant Estoppel Letters, or if a Tenant Estoppel Letter is not received from a particular tenant, by the Lease. If the Seller's records disagree with those of a particular tenant, Seller and Buyer shall negotiate in good faith during the Inspection Period to resolve the disagreement. (i4) All rent payments and other amounts (hereinafter collectively referred Any rents, percentage rents or tenant reimbursements payable by tenants after the Allocation Date but applicable to in this SECTION 2.6 as "RENT") collected periods on or before prior to the Closing Allocation Date for the month in which the Closing Date occurs shall be prorated as between the parties as remitted to Seller by Buyer within thirty (30) days after receipt, less any expenses of the Property found to be attributable to pre-Allocation Date periods but discovered by Buyer after Closing. Buyer shall have no obligation to collect delinquencies, but should Buyer collect any delinquent rents or other sums which cover periods prior to the Allocation Date and for which Seller has received no proration or credit, Buyer shall remit same to Seller within thirty (30) days after receipt. Buyer will not interfere in Seller's efforts to collect sums due it prior to the Closing. Seller will remit to Buyer promptly after receipt any rents, percentage rents or tenant reimbursements received by Seller after Closing Date. (ii) All rent collected which are attributable to periods occurring after the Allocation Date. Receipts after Closing Date of either Buyer or Seller from tenants who do not designate the period to which they are to be applied shall be applied first to the rent due then current rents and reimbursements for the month in which such rent was collected tenant(s), then to delinquent rents and shall reimbursements attributable to post-Allocation Date periods, and then to pre-Allocation Date periods. (5) An escrow will be applied to the next most recent delinquent rent, including any rent which was not collected for any period prior to the Closing Date. Delinquent rent amounts collected established with respect to any period prior to the Closing Date shall belong to the Partnership as the former member of the Company and, if paid to Home Properties, Home Properties shall promptly send such rent to the Partnership for distribution to the former partners of the Partnership Escrow Agent pursuant to the agreement described Environmental Escrow Agreement, in PARAGRAPH (e) the initial amount of SECTION 7.1. (iii) All rent collected $900,000 to accomplish the preparation of the Remedial Action Plan and removal of the Hazardous Materials which are the subject of the Environmental Assessments. The escrowed sum will be deposited with Escrow Agent by Seller from the Company or proceeds of sale. If this transaction closes, the Partnershipcosts incurred by Seller in the preparation of the Remedial Action Plan, prior to the Closing Dateincluding without limitation additional testing, for months subsequent to Closing Date if any, shall be paid reimbursed from such escrow (but such preparation cost reimbursement not to Home Properties on the Closing Date. (iv) All rent collected for rental periods on or after the Closing Date shall belong to Home Properties and, if paid to the Company or the Partnership shall be promptly sent to Home Properties. Any error exceed $25,000 in the calculation of adjustments shall be corrected aggregate), and any post-closing receipts or expenditures related to the period prior to Closing shall be prorated subsequent to balance held and disbursed as provided in the Closing Date with appropriate credits to be given based upon corrected adjustments, provided, however, that the adjustments (except if errors are caused by misrepresentations) shall be final upon expiration of the 90th day after the Closing Date. Amounts to be paid as an adjustment in favor of the Company or the Partnership shall be paid by Home Properties in cash at Closing. Amounts to be paid as an adjustment in favor of Home Properties shall, at the option of the Partnership, be paid in cash or charged against the ConsiderationEnvironmental Escrow Agreement.

Adjustments at Closing. With respect The following adjustments are to be made at the Property, the following shall be adjusted and pro-rated between Home Properties and the Partnership Closing as of the close of business on the date of Closing: a. The rents of the RGII Real Property actually collected by RGII at the date of Closing Date as if shall be apportioned between Contributing Partners and RGII for the benefit of Home Properties became based upon the owner number of days of the Property as month each of midnight them holds the RGII Interests. Home Properties agrees to use good faith efforts after Closing to collect any delinquent rentals owed to RGII for the benefit of Contributing Partners. Rents collected after Closing shall be applied first to the current month, then to the most recent arrearage, then to the next recent arrearage and so forth. Any rents collected after Closing which are applicable to arrearages which arose during Contributing Partners' period of ownership of the night preceding RGII Interests shall be forthwith paid by Home Properties to Contributing Partners. If Home Properties fails to collect any rents due to be paid to Contributing Partners within sixty (60) days following Closing, Contributing Partners may proceed to collect same from the Closing Date and as if tenants in their own names or in the Partnership was the owner name of the Property prior thereto: (a) real estate and personal property taxes on then current landlord of the usual and customary "due date" basis; (b) water and sewer rents and charges; (c) fuelRGII Real Property. A credit shall be given to Home Properties for discounts or other incentives given to current tenants, electricity and other utilities; (d) charges under the service contracts; (e) laundry income; (f) interest, reserves and escrows with respect except that no adjustment shall be made at Closing for rent concessions to the Existing Loan; and (g) rents. (i) All rent payments and other amounts (hereinafter collectively referred tenants attributable to in this SECTION 2.6 as "RENT") collected on or before the Closing Date for the month in which the Closing Date occurs occurs. b. There shall also be prorated as adjusted and apportioned between Contributing Partners and RGII for the parties as benefit of Home Properties the following: (i) real estate taxes on the basis of the Closing Date. fiscal year for which assessed; (ii) All rent collected after the Closing Date shall be applied first to the rent due for the month in which such rent was collected water charges; (iii) sewer rents; (iv) gas; (v) electric; (vi) fuel based on a current written fuel company statement (at cost); (vii) unopened building supplies (at cost); (viii) payroll and shall then be applied to the next most recent delinquent rent, including accrued vacation pay; (ix) social security and unemployment payments; (x) any rent which was not collected for any period prior to the Closing Date. Delinquent rent amounts collected prepaid with respect to any period prior Service Contracts retained after Closing; and (xi) any other items customarily adjusted between parties in closings of multifamily residential properties in northern New Jersey. If the Closing shall occur before the annual tax rate is fixed, the apportionment of real estate taxes shall be upon the basis of the tax rate for the next preceding year applied to the Closing Date shall belong to the Partnership as the former member latest valuation of the Company andRGII Real Property. The parties shall further adjust the real estate taxes for the year of Closing once the annual taxes for such year are finally determined. c. Assessments for public improvements, if paid to Home Propertiesany, Home Properties shall promptly send such rent to the Partnership for distribution to the former partners of the Partnership pursuant to the agreement described in PARAGRAPH (e) of SECTION 7.1. (iii) All rent collected by the Company or the Partnership, prior to the Closing Date, for months subsequent to Closing Date shall be paid by Contributing Partners if the improvement has been completed on or before the date hereof, but only to Home Properties on the Closing Dateextent of any installments due and payable prior to Closing. d. Any adjustment error (iveither due to a miscalculation or a receipt or invoice received after Closing) All rent collected for rental periods on or after the Closing Date shall belong to Home Properties and, if paid to the Company or the Partnership shall be promptly sent to Home Properties. Any error in the calculation of adjustments shall be corrected and any post-closing receipts or expenditures related to the period prior to Closing shall be prorated subsequent to the Closing Date with appropriate credits to be given based upon on corrected adjustments, provided, however, that the adjustments (except if errors are caused by misrepresentations) shall be final upon expiration of the 90th day after the Closing Date. Amounts to be paid as an adjustment in favor of the Company or the Partnership shall be paid by Home Properties in cash at Closing. Amounts to be paid as an adjustment in favor of Home Properties shall, at the option of the Partnership, be paid in cash or charged against the Consideration.

Adjustments at Closing. With respect Notwithstanding anything to the Propertycontrary contained in this Contract or applicable law, the following provisions of this Section 8.3 shall be adjusted survive the Closing. All income and pro-rated between Home Properties and the Partnership as of the Closing Date as if Home Properties became the owner of the Property as of midnight of the night obligations attributable to days preceding the Closing Date and as if the Partnership was the owner of the Property prior thereto: (a) real estate and personal property taxes on the usual and customary "due date" basis; (b) water and sewer rents and charges; (c) fuel, electricity and other utilities; (d) charges under the service contracts; (e) laundry income; (f) interest, reserves and escrows with respect to the Existing Loan; and (g) rents. (i) All rent payments and other amounts (hereinafter collectively referred to in this SECTION 2.6 as "RENT") collected on or before the Closing Date for the month in which the Closing Date occurs shall be prorated as between the parties as of the Closing Date. (ii) All rent collected allocated to Seller, and all income and obligations attributable to days from and after the Closing Date shall be applied first allocated to Buyer. Without limitation upon the foregoing, the following items shall be adjusted or prorated between Seller and Buyer as set forth below: (a) Ad valorem and personal property taxes relating to the rent due Project for the month calendar year in which the Closing occurs shall be prorated between Seller and Buyer as of the Closing Date based upon taxes actually paid by Seller for the calendar year in which the Closing occurs, if Seller has paid such rent was collected taxes prior to Closing, and otherwise upon the ad valorem and personal property taxes due assuming payment in December of the year of Closing. If the actual amount of taxes for the calendar year in which the Closing shall then occur is not known as of the Closing Date, the proration shall be applied based on the amount of taxes due and payable with respect to the next most recent delinquent rentProject using the latest assessed value and tax rate. All other assessments affecting the Project, including any rent which was not collected for any period if any, assessed prior to Closing Date, shall be paid by the Seller and if assessed after the Closing Date, shall be paid by the Buyer. (b) Base rents, escalation or reimbursement payments for real estate and personal property taxes, insurance premiums, CAM or other operating expenses and charges, payable with respect to the Project for the then current month shall be prorated as of the Closing Date. Delinquent Percentage rents for each Tenant obligated therefor shall be prorated on the basis of the number of days lapsed during the Tenant's percentage rent amounts collected with respect to any period prior to as of the Closing Date shall belong to and not on the Partnership as the former member basis of the Company and, if paid to Home Properties, Home Properties shall promptly send such rent to the Partnership for distribution to the former partners amount of the Partnership pursuant to Tenant's sales which accrued during the agreement described current percentage rent period as of the Closing Date. If the actual amount of percentage rents for the period in PARAGRAPH (e) which Closing shall occur is not known as of SECTION 7.1. (iii) All rent collected by the Company or the Partnership, prior to the Closing Date, for months subsequent the proration shall be estimated based on the amount of percentage rents that were due and payable during the previous percentage rent period, and shall be adjusted between the parties post-Closing to reflect the actual amounts at the end of the current percentage rent period. The obligation of the parties to adjust, post-Closing, the percentage rents shall survive the Closing Date and any amounts owed shall be paid by the party responsible therefor within ten (10) days after written demand therefor has been made. With respect to Home Properties on the any Tenant who owes rents and other charges which at Closing Date. are past due (iv"Delinquent Tenant"), such past due rents and other charges ("Delinquencies") All rent collected for rental periods on or after the Closing Date shall belong not be prorated. Buyer shall use good faith efforts to Home Properties andcollect such Delinquencies, if paid any, and Buyer shall remit such Delinquencies to the Company or the Partnership shall be promptly sent to Home Properties. Any error in the calculation of adjustments shall be corrected Seller immediately as and any post-closing receipts or expenditures related to the period prior to Closing shall be prorated subsequent to the Closing Date with appropriate credits to be given based upon corrected adjustmentswhen collected by Buyer, provided, however, that the adjustments (except if errors any payment received by Buyer from a Delinquent Tenant may be applied first to any rents or other sums that are caused past due by misrepresentations) shall be final upon expiration of the 90th day such Delinquent Tenant from and after the Closing Date. Amounts The right to receive and collect all rents and profits, delinquent or otherwise, shall be paid assigned by Seller to Buyer at Closing, subject to any adjustment for percentage rents as an adjustment in favor set forth above. (c) All other income and ordinary operating expenses of the Company Project, including, without limitation, public utility charges, maintenance, management, and other service charges, and all other normal operating charges shall be prorated at the Closing effective as of the Closing Date based upon the best available information. The obligation of the parties to adjust, post-Closing, and any operating expenses as of the Closing Date, shall, to the extent unknown or not provided for at Closing, survive the Partnership Closing and shall be paid by Home Properties in cash at Closingthe party responsible therefor within ten (10) days after written demand therefor has been made. Amounts to be paid as an adjustment in favor of Home Properties shall, at the option Such demand shall include a copy of the Partnership, be paid in cash invoice(s) for which payment or charged against the Considerationreimbursement is sought.

Adjustments at Closing. With respect Notwithstanding anything to the Propertycontrary contained in this Contract or applicable law, the following provisions of this Section 8.3 shall be adjusted survive the Closing. All income and pro-rated between Home Properties and the Partnership as of the Closing Date as if Home Properties became the owner of the Property as of midnight of the night obligations attributable to days preceding the Closing Date and as if the Partnership was the owner of the Property prior thereto: (a) real estate and personal property taxes on the usual and customary "due date" basis; (b) water and sewer rents and charges; (c) fuel, electricity and other utilities; (d) charges under the service contracts; (e) laundry income; (f) interest, reserves and escrows with respect to the Existing Loan; and (g) rents. (i) All rent payments and other amounts (hereinafter collectively referred to in this SECTION 2.6 as "RENT") collected on or before the Closing Date for the month in which the Closing Date occurs shall be prorated as between the parties as of the Closing Date. (ii) All rent collected allocated to Seller, and all income and obligations attributable to days from and after the Closing Date shall be applied first allocated to Buyer. Without limitation upon the foregoing, the following items shall be adjusted or prorated between Seller and Buyer as set forth below: (1) Ad valorem and personal property taxes relating to the rent due Project for the month calendar year in which the Closing occurs shall be prorated between Seller and Buyer as of the Closing Date based upon taxes actually paid by Seller for the calendar year in which the Closing occurs, if Seller has paid such rent was collected taxes prior to Closing, and otherwise upon the ad valorem and personal property taxes due assuming payment in December of the year of Closing. If the actual amount of taxes for the calendar year in which the Closing shall then occur is not known as of the Closing Date, the proration shall be applied based on the amount of taxes due and payable with respect to the next most recent delinquent rentProject using the latest assessed value and tax rate. All other assessments affecting the Project, including any rent which was not collected for any period if any, assessed prior to Closing Date, shall be paid by the Seller and if assessed after the Closing Date, shall be paid by the Buyer. (2) Base rents, escalation or reimbursement payments for real estate and personal property taxes, insurance premiums, CAM or other operating expenses and charges, payable with respect to the Project for the then current month shall be prorated as of the Closing Date. Delinquent Percentage rents for each Tenant obligated therefor shall be prorated on the basis of the number of days lapsed during the Tenant=s percentage rent amounts collected with respect to any period prior to as of the Closing Date shall belong to and not on the Partnership as the former member basis of the Company and, if paid to Home Properties, Home Properties shall promptly send such rent to the Partnership for distribution to the former partners amount of the Partnership pursuant to Tenant's sales which accrued during the agreement described current percentage rent period as of the Closing Date. If the actual amount of percentage rents for the period in PARAGRAPH (e) which Closing shall occur is not known as of SECTION 7.1. (iii) All rent collected by the Company or the Partnership, prior to the Closing Date, for months subsequent the proration shall be estimated based on the amount of percentage rents that were due and payable during the previous percentage rent period, and shall be adjusted between the parties post-Closing to reflect the actual amounts at the end of the current percentage rent period. The obligation of the parties to adjust, post-Closing, the percentage rents shall survive the Closing Date and any amounts owed shall be paid by the party responsible therefor within ten (10) days after written demand therefor has been made. With respect to Home Properties on the any Tenant who owes rents and other charges which at Closing Date. are past due (ivADelinquent Tenant@), such past due rents and other charges (ADelinquencies@) All rent collected for rental periods on or after the Closing Date shall belong not be prorated. Buyer shall use good faith efforts to Home Properties andcollect such Delinquencies, if paid any, and Buyer shall remit such Delinquencies to the Company or the Partnership shall be promptly sent to Home Properties. Any error in the calculation of adjustments shall be corrected Seller immediately as and any post-closing receipts or expenditures related to the period prior to Closing shall be prorated subsequent to the Closing Date with appropriate credits to be given based upon corrected adjustmentswhen collected by Buyer, provided, however, that the adjustments (except if errors any payment received by Buyer from a Delinquent Tenant may be applied first to any rents or other sums that are caused past due by misrepresentations) shall be final upon expiration of the 90th day such Delinquent Tenant from and after the Closing Date. Amounts The right to receive and collect all rents and profits, delinquent or otherwise, shall be paid assigned by Seller to Buyer at Closing, subject to any adjustment for percentage rents as an adjustment in favor set forth above. (3) All other income and ordinary operating expenses of the Company Project, including, without limitation, public utility charges, maintenance, management, and other service charges, and all other normal operating charges shall be prorated at the Closing effective as of the Closing Date based upon the best available information. The obligation of the parties to adjust, post-Closing, and any operating expenses as of the Closing Date, shall, to the extent unknown or not provided for at Closing, survive the Partnership Closing and shall be paid by Home Properties in cash at Closingthe party responsible therefor within ten (10) days after written demand therefor has been made. Amounts to be paid as an adjustment in favor of Home Properties shall, at the option Such demand shall include a copy of the Partnership, be paid in cash invoice(s) for which payment or charged against the Considerationreimbursement is sought.

Adjustments at Closing. With respect to At the PropertyClosing, the following items shall be adjusted and pro-rated between Home Properties and the Partnership as of the Closing Date as if Home Properties became the owner of the Property as of midnight of the night preceding the Closing Date and as if the Partnership was the owner of the Property prior thereto: (a) real estate and personal property taxes on the usual and customary "due date" basis; (b) water and sewer rents and charges; (c) fuel, electricity and other utilities; (d) charges under the service contracts; (e) laundry income; (f) interest, reserves and escrows with respect to the Existing Loan; and (g) rents. (i) All rent payments and other amounts (hereinafter collectively referred to in this SECTION 2.6 as "RENT") collected on or before the Closing Date for the month in which the Closing Date occurs shall be prorated as apportioned between the parties as of the date of Closing Datefor each Asset Group in accordance with the customs with respect to title closings prevalent in the jurisdiction where each Asset Group is located. To the extent that the amounts of the items to be adjusted are not reasonably ascertainable as of the Closing, they shall be adjusted and paid as promptly thereafter as the amounts thereof can be ascertained and from time to time thereafter until final accurate adjustments can be and are made. Corrections in apportionments for errors (and not for new information) shall be made for any errors in apportionments discovered and reported to the other party within 6 months after Closing for adjustments made at Closing and after such adjustment is made for those made thereafter. Corrections for new information shall be made any time and from time to time as such new information becomes known to the party requesting the further adjustment, provided such party notifies the other party within 6 months after becoming aware of such new information. The provisions of this Paragraph 4 shall survive the Closing. (iia) All Rents, additional rent collected and other charges under the Leases, subject to the provisions of Paragraphs 5 and 6. Items of additional rent not specifically described below shall be apportioned equitably based on the principals set forth in this Paragraph 4. Apportionment of additional rent shall be reconciled and adjusted as soon as reasonably possible after the Closing Date end of the year of Closing. Further reconciliations shall take place from time to time as necessary to properly allocate expenses. Seller shall remain responsible for all additional rent, percentage rent (as further provided in Paragraph 6) and other items relating to the period before Closing, including, without limitation, those that are under dispute or audit, all calculated as set forth herein, regardless of when billed by the landlords under the Leases or when any audit or dispute is resolved, so long as Purchaser notifies Seller thereof within 6 months after first receiving an invoice for same after Closing. Purchaser shall be applied first responsible for all additional rent, percentage rent (as further provided in Paragraph 6) and other items relating to the period after Closing, all calculated as set forth herein, regardless of when billed by the landlords. Seller shall promptly forward to Purchaser any invoices or other demands for payment received by Seller after Closing so that Purchaser shall be able to respond to such invoice or other demand within the permitted time periods under the applicable Lease. Seller will provide Purchaser with information from time to time upon Purchaser’s request, relating to audits of additional rent due by Seller for the month years in which such Seller (or its affiliates) was the sole tenant that are planned, underway, or completed but without a final reconciliation, together with a list and brief description of all disputed additional rent was collected items. The parties will consult with respect to the year of Closing and coordinate any audit. Seller shall take no action in connection with any audit that would create a default under any Lease and shall then be applied to the next most recent delinquent rent, including not institute litigation against any rent which was not collected for any period prior to the Closing Date. Delinquent rent amounts collected landlord with respect to any Lease without the prior written consent of Purchaser, which consent shall not be unreasonably withheld or delayed provided that such litigation cannot result in the termination of the Lease or any adverse change in the Lease with respect to the period after Closing. In addition, as a condition to Purchaser consenting to any litigation, Seller shall agree to indemnify, defend and hold Purchaser harmless from and against any and all claims, actions, losses, costs, damages, and expenses (including reasonable attorneys’ fees) to the extent resulting from or arising out of such litigation. Notwithstanding the foregoing, in no event shall Seller have the right to request consent to instituting any such litigation more than one (1) year after Closing and, if consent is timely requested and thereafter granted by Purchaser, such litigation shall be instituted within thirty (30) days after Purchaser’s consent. The parties acknowledge that the “Spirit of Halloween” license agreements set forth on Exhibit K have fully prepaid license fees and that the license fees shall be apportioned at Closing on a per diem basis for the term of such agreements notwithstanding that all of the consideration thereunder was prepaid. In addition, the Spirit of Halloween agreements all have utility deposits as set forth on Exhibit K all of which shall be paid or credited to Purchaser as provided in this Agreement. (b) Rents and all other revenues under the Tenant Leases, as and when collected, subject to the provisions of Paragraphs 5 and 6. Additional rent payable by the Property Tenants shall be apportioned based on the party incurring the applicable cost (subject to, and after reconciliation with, the apportionments set forth below) and shall be reconciled as soon as reasonably possible after the end of the year of Closing, subject to further reconciliation in the same manner set forth in Paragraph 4(a). Percentage rent payable by a Property Tenant shall be apportioned as set forth in Paragraph 6. (c) Real estate taxes. If the Closing shall occur before the real property tax rate for a Property (whether owned or leased) is fixed, the apportionment of taxes shall be on the last tax statement received, and shall be adjusted to actual taxes for the year of Closing at such time when the required information is available, except that in respect to Leased Properties where additional rent is paid monthly in respect of real property taxes, such taxes shall be apportioned in the same manner as other additional rent and shall be reconciled with actual taxes in the same manner as other additional rent when actual taxes are determined. In all cases, the real estate tax apportionment shall be readjusted and reconciled when final taxes for the year of Closing are available and the final adjustment shall be on the basis of actual real estate taxes for the year of Closing and shall be subject to further reconciliation in the same manner as set forth in Paragraph 4(a). (d) Water charges and sewer rents. If there is a water meter on the Real Property that is payable by Seller, the Seller shall furnish or cause to be furnished a reading to a date not more than fifteen (15) days prior to the Closing Date Closing, and the unfixed meter charge and the unfixed sewer rent, if any, based thereon for the intervening time shall belong be apportioned on the basis of such last reading. If there is no water meter, the water charge shall be adjusted in the same manner as additional rent. Sewer charges, to the Partnership extent payable by Seller, shall be apportioned on the customary basis for each jurisdiction. Assessments for capital improvements for water and sewer services shall be apportioned as is customary in the former member of the Company andaffected jurisdiction except that, if paid to Home Properties, Home Properties shall promptly send such rent to the Partnership extent that a Property Tenant is responsible for distribution to paying any such assessment under its Tenant Lease, such assessment shall be adjusted in the former partners of the Partnership pursuant to the agreement described in PARAGRAPH same manner as real estate taxes. (e) of SECTION 7.1Electricity, steam and gas, as provided in Paragraph 12 hereof. (iiif) All rent collected Interest, if any, on any security deposit made by Seller under a Lease or by a Property Tenant under a Tenant Lease. (g) Utility deposits made by Seller shall not be assigned to Purchaser but the Company or parties shall coordinate to cause a new deposit (if required) to be posted by Purchaser. Any refunds of Seller’s utility deposits received by Purchaser after Closing shall promptly be paid to Seller by Purchaser. The parties understand that the Partnership, prior change in deposit may take place shortly after the Closing due to the necessity to deal with the applicable utility providers. (h) Brokerage commissions shall be apportioned as set forth on Exhibit CC. (i) Seller shall be credited at Closing Datefor the net present value (calculated using a 10% discount rate) of the reimbursement required to be paid by Petsmart after Closing (which payments are apportioned to Purchaser hereunder) in connection with its Lease at Merced, California, for months subsequent to the roof replacement made by Seller before Closing Date in connection with such Tenant Lease, which calculation shall use the actual documented cost, not exceeding One Hundred Ninety Thousand Dollars ($190,000), incurred by Seller for the replacement of such roof at the Merced, California site. To the extent that Petsmart, in its estoppel at this Property, certifies that it has requested the replacement of the roof, has approved the price (which shall be set forth therein) and agrees that the cost shall be paid to Home Properties on landlord amortized over the Closing Date. (iv) All rent collected for rental periods on or after first seven years of the Closing Date shall belong Tenant Lease term, such payment to Home Properties and, if paid to the Company or the Partnership Seller by Purchaser shall be promptly sent final and not subject to Home Properties. Any error in the calculation of adjustments shall be corrected and any post-closing receipts or expenditures related to the period prior to Closing shall be prorated subsequent to the Closing Date with appropriate credits to be given based upon corrected adjustmentsreadjustment, provided, however, if Petsmart, in its estoppel at this Property does not so certify, the parties shall reapportion and adjust this payment to reflect the net present value as of the Closing Date for the actual amounts, if any, paid by Petsmart in reimbursement for such roof replacement costs. Seller shall cause the warranty for such roof replacement to be issued for the benefit of Purchaser as well as Seller, or to be assigned to Purchaser at Closing. (j) Any other items properly apportionable for an Asset in accordance with local custom. (k) Any apportioned item that the adjustments (except if errors are caused by misrepresentations) changes after Closing shall be final upon expiration reapportioned when such change is discovered. (l) Seller shall remain solely responsible for the results and costs of any Property Tenant audits or record inspections relating to any additional rent payable under any Tenant Lease or any other audit or inspection rights thereunder for a period wholly prior to Closing. If relating to the 90th day after the Closing Date. Amounts to year of Closing, additional rent shall be paid apportioned as an adjustment in favor of the Company or the Partnership herein provided, and costs shall be paid by Home Properties the Seller for all items related to the time period before Closing and Purchaser for all items related to the time period after Closing as part of the reconciliation hereunder. Any costs incurred by Purchaser in cash at connection with any such audit or record inspection and any adjustment to additional rent or credits against rent or additional rent resulting from such audit or inspection, relating to a period wholly prior to Closing. Amounts to , shall be paid by Seller to Purchaser as an adjustment in favor of Home Properties shall, at the option part of the Partnershipreconciliation hereunder. (m) If, as a result of a reconciliation of any additional rent a Property Tenant is entitled to a credit against rent or additional rent under its Tenant Lease, such credit shall be paid apportioned in cash or charged against the Considerationsame manner as the additional rent to which it relates.

Adjustments at Closing. With respect The following adjustments are to be made at the Property, the following shall be adjusted and pro-rated between Home Properties and the Partnership Closing as of the close of business on the date of Closing: a. The rents of the RGI Real Property actually collected by RGI at the date of Closing Date as if shall be apportioned between Contributing Partners and RGI for the benefit of Home Properties became based upon the owner number of days of the Property as month each of midnight them holds the RGI Interests. Home Properties agrees to use good faith efforts after Closing to collect any delinquent rentals owed to RGI for the benefit of Contributing Partners. Rents collected after Closing shall be applied first to the current month, then to the most recent arrearage, then to the next recent arrearage and so forth. Any rents collected after Closing which are applicable to arrearages which arose during Contributing Partners' period of ownership of the night preceding RGI Interests shall be forthwith paid by Home Properties to Contributing Partners. If Home Properties fails to collect any rents due to be paid to Contributing Partners within sixty (60) days following Closing, Contributing Partners may proceed to collect same from the Closing Date and as if tenants in their own names or in the Partnership was the owner name of the Property prior thereto: (a) real estate and personal property taxes on then current landlord of the usual and customary "due date" basis; (b) water and sewer rents and charges; (c) fuelRGI Real Property. A credit shall be given to Home Properties for discounts or other incentives given to current tenants, electricity and other utilities; (d) charges under the service contracts; (e) laundry income; (f) interest, reserves and escrows with respect except that no adjustment shall be made at Closing for rent concessions to the Existing Loan; and (g) rents. (i) All rent payments and other amounts (hereinafter collectively referred tenants attributable to in this SECTION 2.6 as "RENT") collected on or before the Closing Date for the month in which the Closing Date occurs occurs. b. There shall also be prorated as adjusted and apportioned between Contributing Partners and RGI for the parties as benefit of Home Properties the following: (i) real estate taxes on the basis of the Closing Date. fiscal year for which assessed; (ii) All rent collected after the Closing Date shall be applied first to the rent due for the month in which such rent was collected water charges; (iii) sewer rents; (iv) gas; (v) electric; (vi) fuel based on a current written fuel company statement (at cost); (vii) unopened building supplies (at cost); (viii) payroll and shall then be applied to the next most recent delinquent rent, including accrued vacation pay; (ix) social security and unemployment payments; (x) any rent which was not collected for any period prior to the Closing Date. Delinquent rent amounts collected prepaid with respect to any period prior Service Contracts retained after Closing; and (xi) any other items customarily adjusted between parties in closings of multifamily residential properties in northern New Jersey. If the Closing shall occur before the annual tax rate is fixed, the apportionment of real estate taxes shall be upon the basis of the tax rate for the next preceding year applied to the Closing Date shall belong to the Partnership as the former member latest valuation of the Company andRGI Real Property. The parties shall further adjust the real estate taxes for the year of Closing once the annual taxes for such year are finally determined. c. Assessments for public improvements, if paid to Home Propertiesany, Home Properties shall promptly send such rent to the Partnership for distribution to the former partners of the Partnership pursuant to the agreement described in PARAGRAPH (e) of SECTION 7.1. (iii) All rent collected by the Company or the Partnership, prior to the Closing Date, for months subsequent to Closing Date shall be paid by Contributing Partners if the improvement has been completed on or before the date hereof, but only to Home Properties on the Closing Dateextent of any installments due and payable prior to Closing. d. Any adjustment error (iveither due to a miscalculation or a receipt or invoice received after Closing) All rent collected for rental periods on or after the Closing Date shall belong to Home Properties and, if paid to the Company or the Partnership shall be promptly sent to Home Properties. Any error in the calculation of adjustments shall be corrected and any post-closing receipts or expenditures related to the period prior to Closing shall be prorated subsequent to the Closing Date with appropriate credits to be given based upon on corrected adjustments, provided, however, that the adjustments (except if errors are caused by misrepresentations) shall be final upon expiration of the 90th day after the Closing Date. Amounts to be paid as an adjustment in favor of the Company or the Partnership shall be paid by Home Properties in cash at Closing. Amounts to be paid as an adjustment in favor of Home Properties shall, at the option of the Partnership, be paid in cash or charged against the Consideration.

Adjustments at Closing. With respect Notwithstanding anything to the Propertycontrary contained in this Contract or applicable law, the following provisions of this Section 8.3 shall be adjusted survive the Closing. All income and pro-rated between Home Properties and the Partnership as of the Closing Date as if Home Properties became the owner of the Property as of midnight of the night obligations attributable to days preceding the Closing Date and as if the Partnership was the owner of the Property prior thereto: (a) real estate and personal property taxes on the usual and customary "due date" basis; (b) water and sewer rents and charges; (c) fuel, electricity and other utilities; (d) charges under the service contracts; (e) laundry income; (f) interest, reserves and escrows with respect to the Existing Loan; and (g) rents. (i) All rent payments and other amounts (hereinafter collectively referred to in this SECTION 2.6 as "RENT") collected on or before the Closing Date for the month in which the Closing Date occurs shall be prorated as between the parties as of the Closing Date. (ii) All rent collected allocated to Seller, and all income and obligations attributable to days from and after the Closing Date shall be applied first allocated to Buyer. Without limitation upon the foregoing, the following items shall be adjusted or prorated between Seller and Buyer as set forth below: (a) Ad valorem and personal property taxes relating to the rent due Project for the month calendar year in which the Closing occurs shall be prorated between Seller and Buyer as of the Closing Date based upon taxes actually paid by Seller for the calendar year in which the Closing occurs, if Seller has paid such rent was collected taxes prior to Closing, and otherwise upon the ad valorem and personal property taxes due assuming payment on December 31st of the year of Closing. If the actual amount of taxes for the calendar year in which the Closing shall then occur is not known as of the Closing Date, the proration shall be applied based on the amount of taxes due and payable with respect to the next most recent delinquent rentProject using the latest assessed value and tax rate. All other assessments affecting the Project, including any rent which was not collected for any period if any, assessed prior to Closing Date, shall be paid by the Seller and if assessed after the Closing Date, shall be paid by the Buyer. (b) Base rents, escalation or reimbursement payments for real estate and personal property taxes, insurance premiums, CAM or other operating expenses and charges, payable with respect to the Project for the then current month shall be prorated as of the Closing Date. Delinquent Percentage rents for each Tenant obligated therefor shall be pro-rated on the basis of the number of days lapsed during the Tenant's percentage rent amounts collected with respect to any period prior to as of the Closing Date shall belong to and not on the Partnership as the former member basis of the Company and, if paid to Home Properties, Home Properties shall promptly send such rent to the Partnership for distribution to the former partners amount of the Partnership pursuant to Tenant's sales which accrued during such percentage rent period as of the agreement described in PARAGRAPH (e) Closing Date. Such proration may not be capable of SECTION 7.1. (iii) All rent collected by the Company or the Partnership, prior to determination at the Closing Date, for months subsequent to Closing Date in which event, such prorations shall be paid made post-Closing. Any rent concessions granted by the Seller to Home Properties on the Closing Date. (iv) All rent collected Tenants for rental free rent, concessions or abatements, which apply to periods on or after the Closing Date shall belong not be prorated but shall be credited to Home Properties andthe Buyer. With respect to any Tenant ("Delinquent Tenant") who owes rents and other charges which at Closing are past due, such past due rents and other charges ("Delinquencies") shall not be prorated. Buyer shall use good faith efforts to collect Delinquencies and shall remit such Delinquencies, if paid to the Company or the Partnership shall be promptly sent to Home Properties. Any error in the calculation of adjustments shall be corrected any, if, as and any post-closing receipts or expenditures related to the period prior to Closing shall be prorated subsequent to the Closing Date with appropriate credits to be given based upon corrected adjustments, when collected by Buyer; provided, however, that the adjustments (except if errors a payment is received by Buyer from a Delinquent Tenant, such payment may be applied by Buyer first to any rents or other sums that are caused past due by misrepresentations) shall be final upon expiration of the 90th day such Delinquent Tenant from and after the Closing Date. Amounts The right to receive and collect all rents and profits, delinquent or otherwise, shall be paid as an adjustment in favor assigned by Seller to Buyer at Closing. (c) All other income and ordinary operating expenses of the Company Project, including, without limitation, public utility charges, maintenance, management, and other service charges, and all other normal operating charges shall be prorated at the Closing effective as of the Closing Date based upon the best available information. The obligation of the parties to adjust, post-Closing, and any operating expenses as of the Closing Date, shall, to the extent unknown or not provided for at Closing, survive the Partnership Closing and shall be paid by Home Properties in cash at Closingthe party responsible therefor within ten (10) days after written demand therefor has been made. Amounts to be paid as an adjustment in favor of Home Properties shall, at the option Such demand shall include a copy of the Partnershipinvoice(s) for which payment or reimbursement is sought. (d) All obligations for tenant finish-out and other leasing concessions, relating to Leases entered into between the Contract Date and the Closing Date, shall be paid in cash or charged against the Considerationassumed by Buyer.

Adjustments at Closing. With respect to the Property, the The following shall be adjusted and pro-rated prorated between Home Properties the Contributing Partners and the Partnership as of the Buyer at Closing Date as if Home Properties became the Buyer was the owner of the Partnership Interests and the Property as of midnight of the night preceding the Closing Date and as if the Partnership was the owner of the Property prior thereto: (a) shall be paid in cash at Closing: A current fiscal year real estate and personal property taxes on the usual and customary "due date" basis; (b) taxes, B water and charges, C sewer rents and charges; (c) , D fuel, electricity E electricity, F all rentals and other utilities; security deposits (dincluding interest thereon) pursuant to the leases, G charges under the service contracts; (e) Service Contracts, H laundry income; (f) interest, reserves and escrows ; I any other charges incurred with respect to the Existing LoanProperty which the Partnership is obligated to pay; and (g) rents. (i1) All rent payments and other amounts (hereinafter collectively referred to in this SECTION 2.6 as "RENT") collected on or before the Closing Date due for the month in which the of Closing Date occurs shall be deemed collected by the Contributing Partners and prorated as between the parties as of the Closing DateClosing. (ii2) All rent collected after the Closing Date shall be applied first to the rent due for the month in which such rent was collected and shall then be applied to the next most recent delinquent rentClosing, including any rent which was not collected for any period prior to the Closing Date. Delinquent rent amounts collected with respect to any period prior to the Closing Date Closing, shall belong to the Partnership as the former member of the Company Contributing Partners and, if paid to Home PropertiesBuyer, Home Properties Buyer shall promptly send such rent to the Partnership for distribution to the former partners of the Partnership pursuant to the agreement described in PARAGRAPH (e) of SECTION 7.1Representative. (iii3) All rent collected by the Company Contributing Partners or the Partnership, prior to the Closing DateClosing, for months rental periods subsequent to Closing Date shall be paid to Home Properties on the Closing DateBuyer at Closing. (iv4) All rent collected by Buyer, the Partnership or the Contributing Partners for rental periods on or after the Closing Date shall belong to Home Properties Buyer and, if paid to the Company Contributing Partners, the Contributing Partners shall promptly send such rent to Buyer. The Buyer agrees to use reasonable efforts after the Closing to collect delinquent rentals owed to the Partnership with respect to the Contributing Partners period of ownership, provided that nothing herein shall require Buyer or the Partnership to institute legal proceeding against any resident whose rental payments are delinquent. Any rents collected after Closing which are applicable to arrearages which arose during the Contributing Partners period of ownership shall be promptly sent paid by the Partnership to Home Propertiesthe Representative, net of the expenses of collection. If Buyer fails to collect any rents due to the Contributing Partners within 90 days following the Closing, the Representative, on behalf of the Contributing Partners, may proceed to collect the same in his own name. Nothing herein shall make the Buyer liable to the Contributing Partners for any failure to collect arrearages. Any error in the calculation of adjustments shall be corrected and any post-closing receipts or expenditures related to the period prior subsequent to Closing shall be prorated subsequent to the Closing Date with appropriate credits to be given based upon corrected adjustments, provided, however, that the adjustments (except if errors are caused by misrepresentations) shall be final upon expiration of the 90th sixtieth day after the Closing Date. Amounts to be paid as an adjustment in favor of the Company or the Partnership shall be paid by Home Properties in cash at Closing. Amounts to be paid as an adjustment in favor of Home Properties shall, at the option of the Partnership, be paid in cash or charged against the Consideration.

Adjustments at Closing. With (a) To the extent same are not paid directly by the Tenant, the following adjustments are to be made at the Closing as of the close of business on the Closing Date: (i) real estate taxes on the basis of the fiscal year for which assessed; (ii) water charges; (iii) sewer rents; (iv) gas; (v) electric; (vi) any amounts prepaid with respect to any Service Contracts, and (vii) any other items which shall be appropriate for adjustments. If the Closing shall occur before a tax rate is fixed, the apportionment of real estate taxes shall be upon the basis of the tax rate for the immediately preceding year applied to the latest assessed valuation of the Property. (b) In addition to the adjustments set forth in paragraph 10(a) above, the rents and additional rents (collectively, the “Rents”) of the Property actually collected by Seller at the date of Closing shall be apportioned between Seller and Purchaser based upon the number of days of the month in which closing occurs for which each of them has title to the Property, the following . Rents collected after Closing shall be adjusted and pro-rated between Home Properties and applied first to the Partnership as Rents of tenants due to Purchaser for the Closing Date as if Home Properties became the owner of the Property as of midnight of the night preceding period following the Closing Date and as if then to Seller for the Partnership was period prior to and including the owner Closing Date. Any Rents collected after Closing which are applicable to arrearages which arose during Seller’s period of ownership of the Property prior thereto: (a) real estate and personal property taxes on shall be forthwith paid by Purchaser to Seller. At Closing, Seller shall pay to Purchaser, as a credit against the usual and customary "due date" basis; (b) water and sewer rents and charges; (c) fuelPurchase Price, electricity and other utilities; (d) charges under the service contracts; (e) laundry income; (f) interest, reserves and escrows with respect an amount equal to the Existing Loan; and (g) rents. (i) All rent payments and other amounts (hereinafter collectively referred to in this SECTION 2.6 as "RENT") collected on or before License Fee for the period from the Closing Date for through the end of the month in which the Closing Date occurs occurs. The provisions of this Article 10B shall survive the Closing. (c) Any adjustment that for any reason is not apportioned at Closing shall be prorated apportioned as between the parties soon thereafter as of practicable but in no event later than one (1) year after Closing. The obligations hereunder shall survive the Closing Date. (iid) All rent collected after If, at Closing, the Closing Date Premises or any part thereof, shall be applied or shall have been affected by special assessments which are or may become payable in annual installments, of which the first to the rent due installment is then a charge or lien or has been paid, then for the month in purpose of this Agreement, all the unpaid installments of any such assessment, including those which such rent was collected are to become due and payable and to be liens upon the Premises affected thereby and shall then be applied to paid and discharged by the next most recent delinquent rent, including any rent which was not collected for any period prior to the Closing Date. Delinquent rent amounts collected with respect to any period prior to the Closing Date shall belong to the Partnership as the former member of the Company and, if paid to Home Properties, Home Properties shall promptly send such rent to the Partnership for distribution to the former partners of the Partnership pursuant to the agreement described in PARAGRAPH Seller at Closing. (e) Commissions of SECTION 7.1. (iii) All rent collected by leasing and rental agents for the Company or initial term of any existing Lease entered into before the Partnership, prior to the Closing Date, for months subsequent to Closing Date shall be paid to Home Properties on the Closing Date. (iv) All rent collected for rental periods on or after the Closing Date shall belong to Home Properties and, if paid to the Company or the Partnership shall be promptly sent to Home Properties. Any error in the calculation date of adjustments shall be corrected and any post-closing receipts or expenditures related to the period prior to Closing shall be prorated subsequent and have been paid exclusively by Seller. Pursuant to the General Assignment, Purchaser shall assume the other obligations under the Commission Agreement first arising as a result of an event (such as a renewal, extension or expansion of a lease) from and after Closing Date with appropriate credits and shall, subject to the preceding sentence, be given based upon corrected adjustmentsresponsible for the commissions due thereunder, provided, however, that the adjustments (except if errors are caused by misrepresentations) shall be final upon expiration including for any expansion of the 90th day after lease premise, renewal, option, extension or other continued occupancy beyond the Closing Date. Amounts to be paid as an adjustment in favor of the Company or the Partnership shall be paid by Home Properties in cash at Closing. Amounts to be paid as an adjustment in favor of Home Properties shall, at the option of the Partnership, be paid in cash or charged against the Considerationinitial Lease Term.

Adjustments at Closing. With respect (a) Adjustments will be made at Closing for normal and customary items in a commercial real estate transaction, including (but not limited to) real estate taxes and assessments, payments in-lieu of taxes, rent, utilities, pre-paid insurance (if any) and the like, with the Seller being charged and credited for all such items prior to the Property, the following shall be adjusted and pro-rated between Home Properties and the Partnership as of the Closing Date as if Home Properties became the owner of the Property as of midnight of the night preceding the First Closing Date and as if the Partnership was Company being charged and credited for such items on and after the owner of First Closing Date. To the Property prior thereto: (a) real estate extent that there is a positive sum due and personal property taxes on owing to the usual and customary "due date" basis;Seller, such sum shall be paid to Seller by Buyer at Closing. To the extent that there are sums owed to the Company after such adjustments, the Seller shall pay such sums to the Company at Closing. (b) water Appropriate adjustments shall be made to the books and sewer rents records of the Company to recognize that, from and charges;after the First Closing Date, (i) the Company shall have no right to collect any receivables, including for rent due and owing, from any Affiliate of Seller, Class B Partner and/or Louis R. Cappelli, xx xxxx xxx xxxrd party, including tenants; and (ii) the Company shall have no obligation to pay any accounts payable to any Affiliate of Seller, Class B Partner and/or Louis R. Cappelli, xx xxx xxxxx party. All such accounts receivable and accounts payable are hereby assigned to Seller. Further, Seller shall be entitled to retain any and all refunds of fees paid to lenders which may become due upon re-financing. (c) fuelAny payments received by the Company for rent and/or percentage rent from any tenant that has accumulated and is past due as of the First Closing Date shall be credited to Seller, electricity and other utilities;but only if such tenant is then current on its payment of rent. (d) charges under Adjustments for payments of percentage rent by the service contracts;tenants shall be made at the time such percentage rent is paid. In calculating the adjustment, the actual tenant receipts for each month being adjusted shall be used to calculate the amount of the adjustment, so that the adjustment reflects the actual percentage rent attributable to the period of the adjustment based upon the tenant receipts for that period. (e) laundry income;Seller and/or its Affiliates have paid for certain tenant improvements at the Real Property, the cost of which is being amortized and paid by the tenants. To the extent that a tenant terminates a lease and is required to pay the balance of the unamortized cost of the tenant improvements, any such payment by tenant for unamortized tenant improvements shall be made to Seller. (f) interest, reserves Seller shall be responsible for the payment of all brokerage commissions and escrows with respect tenant improvements for tenant leases that were in place prior to the Existing Loan; and (g) rents. (i) All rent payments First Closing Date, and other amounts (hereinafter collectively referred to in this SECTION 2.6 as "RENT") collected on or before the Closing Date Company shall be responsible for the month payment of brokerage commissions for tenant leases that become due and payable on and after the First Closing Date. The Company shall also be responsible for any brokerage commission due upon the renewal of any tenant lease that was in which place prior to the Closing Date occurs shall be prorated as between the parties as of the First Closing Date. (iig) All rent collected after tenant security deposits held by the Company as of the First Closing Date shall be applied first to the rent due for property of the month in which such rent was collected and Company. Buyer shall then be applied to the next most recent delinquent rent, including any rent which was not collected receive a credit for any period prior to the Closing Date. Delinquent rent amounts collected with respect to any period prior to the Closing Date shall belong to the Partnership as the former member of and all tenant security deposits for which the Company and, if paid to Home Properties, Home Properties shall promptly send such rent to the Partnership for distribution to the former partners of the Partnership pursuant to the agreement described in PARAGRAPH (e) of SECTION 7.1. (iii) All rent collected by is responsible that are not left with the Company or the Partnership, prior to the Closing Date, for months subsequent to Closing Date shall be paid to Home Properties on the First Closing Date. (iv) All rent collected for rental periods on or after the Closing Date shall belong to Home Properties and, if paid to the Company or the Partnership shall be promptly sent to Home Properties. Any error in the calculation of adjustments shall be corrected and any post-closing receipts or expenditures related to the period prior to Closing shall be prorated subsequent to the Closing Date with appropriate credits to be given based upon corrected adjustments, provided, however, that the adjustments (except if errors are caused by misrepresentations) shall be final upon expiration of the 90th day after the Closing Date. Amounts to be paid as an adjustment in favor of the Company or the Partnership shall be paid by Home Properties in cash at Closing. Amounts to be paid as an adjustment in favor of Home Properties shall, at the option of the Partnership, be paid in cash or charged against the Consideration.

Adjustments at Closing. With respect to the Property, the The following shall be adjusted and pro-rated prorated between Home Properties the Contributing Partners and the Partnership as of the Buyer at Closing Date as if Home Properties became the Buyer was the owner of the Partnership Interests and the Property as of midnight of the night preceding the Closing Date and as if the Partnership was the owner of the Property prior thereto: (a) shall be paid in cash at Closing: A current fiscal year real estate and personal property taxes on the usual and customary "due date" basis; (b) taxes, B water and charges, C sewer rents and charges; (c) , D fuel, electricity E electricity, F all rentals and other utilities; security deposits (dincluding interest thereon) pursuant to the leases, G charges under the service contracts;Service Contracts, (e) laundry income; (f) interest, reserves and escrows with respect to the Existing Loan; and (g) rents. (i1) All rent payments and other amounts (hereinafter collectively referred to in this SECTION 2.6 as "RENT") collected on or before the Closing Date due for the month in which the of Closing Date occurs shall be deemed collected by the Contributing Partners and prorated as between the parties as of the Closing DateClosing. (ii2) All rent collected after the Closing Date shall be applied first to the rent due for the month in which such rent was collected and shall then be applied to the next most recent delinquent rentClosing, including any rent which was not collected for any period prior to the Closing Date. Delinquent rent amounts collected with respect to any period prior to the Closing Date Closing, shall belong to the Partnership as the former member of the Company Contributing Partners and, if paid to Home PropertiesBuyer, Home Properties Buyer shall promptly send such rent to the Partnership for distribution to the former partners of the Partnership pursuant to the agreement described in PARAGRAPH (e) of SECTION 7.1Representative. (iii4) All rent collected by Buyer, the Company Partnership or the Partnership, prior to the Closing Date, for months subsequent to Closing Date shall be paid to Home Properties on the Closing Date. (iv) All rent collected Contributing Partners for rental periods on or after the Closing Date shall belong to Home Properties Buyer and, if paid to the Company Contributing Partners, the Contributing Partners shall promptly send such rent to Buyer. The Buyer agrees to use reasonable efforts after the Closing to collect delinquent rentals owed to the Partnership with respect to the Contributing Partners period of ownership, provided that nothing herein shall require Buyer or the Partnership to institute legal proceeding against any resident whose rental payments are delinquent. Any rents collected after Closing which are applicable to arrearages which arose during the Contributing Partners period of ownership shall be promptly sent paid by the Partnership to Home Propertiesthe Representative, net of the expenses of collection. If Buyer fails to collect any rents due to the Contributing Partners within 90 days following the Closing, the Representative, on behalf of the Contributing Partners, may proceed to collect the same in his own name. Nothing herein shall make the Buyer liable to the Contributing Partners for any failure to collect arrearages. Any error in the calculation of adjustments shall be corrected and any post-closing receipts or expenditures related to the period prior subsequent to Closing shall be prorated subsequent to the Closing Date with appropriate credits to be given based upon corrected adjustments, provided, however, that the adjustments (except if errors are caused by misrepresentations) shall be final upon expiration of the 90th sixtieth day after the Closing Date. Amounts to be paid as an adjustment in favor of the Company or the Partnership shall be paid by Home Properties in cash at Closing. Amounts to be paid as an adjustment in favor of Home Properties shall, at the option of the Partnership, be paid in cash or charged against the Consideration.

Adjustments at Closing. With respect The following are to the Property, the following shall be adjusted and apportioned pro-rated between Home Properties and the Partnership rata as of the Closing Date (as may be extended, pursuant to Section 9 hereof): All non-delinquent rental payments, non-delinquent real property taxes and assessments (on a tax fiscal year basis), "yellow page" charges, sewer charges as well as water and utility charges if Home Properties became same are appropriate to adjust. SELLER shall submit to PURCHASER receipts evidencing the owner payment of the Property as of midnight of the night preceding taxes, assessments, electric charges, water charges, sewer charges and other utilities through the Closing Date (as may be extended, pursuant to Section 9 hereof). PURCHASER will be given a credit for all security deposits (if any) and as if the Partnership was the owner of the Property prior thereto: (a) real estate and personal property taxes on the usual and customary "due date" basis; (b) water and sewer prepaid rents and charges; (c) fuel, electricity and other utilities; (d) charges under the service contracts; (e) laundry income; (f) interest, reserves and escrows with respect applicable to the Existing Loan; and (g) rents. (i) All rent time period subsequent to the Closing. Any rental payments and other amounts (hereinafter collectively referred to in this SECTION 2.6 as "RENT") collected on or before which have come due, but are not paid, by the Closing Date (as may be extended, pursuant to Section 9 hereof) shall belong to PURCHASER and may be collected by PURCHASER from the tenants after the Closing Date (as may be extended, pursuant to Section 9 hereof). SELLER shall prepare a schedule of delinquent and prepaid rentals, and security deposits, as of the Closing Date (as may be extended, pursuant to Section 9 hereof). All delinquent rents collected by PURCHASER after the Closing Date (as may be extended, pursuant to Section 9 hereof) may be retained by PURCHASER. SELLER shall not be entitled to a credit for delinquent rent, except that SELLER shall be given a credit, at Closing, in an amount equal to fifty percent (50%) of the delinquent rents that are less than thirty (30) days past due. SELLER shall not collect any delinquent rent after the Closing. All rental payments applicable to the Closing Date shall belong to, and shall be adjusted in favor of, PURCHASER. Rental payments paid for the month in which the Closing Date occurs shall be prorated as between the parties as of the Closing Date. (ii) All rent collected after the Closing Date adjusted pro-rata. PURCHASER shall be applied first obligated to the rent due pay for the month in which such rent was collected real property taxes and shall then be applied to the next most recent delinquent rent, including any rent which was not collected for any period prior to the Closing Date. Delinquent rent amounts collected with respect to any period prior to the Closing Date shall belong to the Partnership as the former member of the Company and, if paid to Home Properties, Home Properties shall promptly send such rent to the Partnership for distribution to the former partners of the Partnership pursuant to the agreement described in PARAGRAPH (e) of SECTION 7.1. (iii) All rent collected by the Company or the Partnership, prior to the Closing Date, for months subsequent to Closing Date shall be paid to Home Properties on the Closing Date. (iv) All rent collected for rental periods on or after the Closing Date shall belong to Home Properties and, if paid to the Company or the Partnership shall be promptly sent to Home Properties. Any error in the calculation of adjustments shall be corrected and any post-closing receipts or expenditures related assessments applicable only to the period prior to Closing of time it owns the Property. SELLER shall be prorated subsequent obligated to pay for real property taxes and assessments applicable only to the Closing Date with appropriate credits to period of time it owns the Property. The proration of real estate taxes and assessments shall be given based upon corrected adjustments, provided, however, that the adjustments (except if errors are caused by misrepresentations) current tax fiscal year for the Property. There shall be final upon expiration a post-Closing readjustment if necessary to effectuate the requirements of the 90th day after the Closing Datethis Section 8. Amounts to be paid as an adjustment in favor of the Company or the Partnership shall be paid by Home Properties in cash at Closing. Amounts to be paid as an adjustment in favor of Home Properties shall, at the option of the Partnership, be paid in cash or charged against the Consideration.<PAGE>

Adjustments at Closing. With respect Notwithstanding anything to the Propertycontrary contained in this Contract, the provisions of this Section shall survive the Closing. The following items shall be adjusted or prorated between Seller and pro-rated between Home Properties and the Partnership Purchaser at Closing or at such other time as of the Closing Date as if Home Properties became the owner of the Property as of midnight of the night preceding the Closing Date and as if the Partnership was the owner of the Property prior theretois provided in this Section: (a) real estate Ad valorem and personal property similar taxes on the usual and customary "due date" basis; (b) water and sewer rents and charges; (c) fuel, electricity and other utilities; (d) charges under the service contracts; (e) laundry income; (f) interest, reserves and escrows with respect relating to the Existing Loan; and (g) rents. (i) All rent payments and other amounts (hereinafter collectively referred to in this SECTION 2.6 as "RENT") collected on or before the Closing Date Property for the month calendar year in which the Closing Date occurs shall be prorated as between the parties Seller and Purchaser as of the Closing Date, based upon the most recent ascertainable assessed valuation and tax rate applicable to the Property. Upon receipt of the actual tax bill for the Property, the proration of taxes made at Closing shall bx xxjusted as appropriate. (iib) Any rent or other payment under the Leases paid for the calendar month during which Closing occurs shall be prorated between the Seller and the Purchaser, as of 11:59 p.m. of the day prior to Closing. If any rent or other payment for such calendar month is unpaid as of Closing, such rent shall be treated as if collected by Seller on the first day of such calendar month for the purpose of prorating rents. After Closing, if the Purchaser actually receives any such rent or other payments, then Purchaser shall remit the Seller's portion to Seller, except that Purchaser shall be entitled to apply such rents and other payments first to arrearages in rent which accrue after Closing. (c) Purchaser will be credited at Closing with the amount of any security or other deposits and advance rental payments made by tenants under the Leases. (d) All rent collected other income and normal operating expenses pertaining to the Property which are not the responsibility of tenants under the Leases shall be prorated between the Seller and the Purchaser, as of 11:59 p.m. of the day prior to Closing. (e) Seller shall endeavor to have all meters read and final bills rendered for all utilities servicing the Property which are payable by Seller for the period to and including the day preceding Closing. Seller shall remit the Seller's portion to Purchaser. (f) Any rents or other income received by Seller after Closing, attributable to the period of time after the Closing Date and not previously prorated to Purchaser at Closing, shall be applied first remitted to Purchaser within ten (10) days after receipt. Any rents or other income received by Purchaser after Closing, attributable to the rent due for the month in which such rent was collected and shall then be applied to the next most recent delinquent rent, including any rent which was not collected for any period prior to the Closing Date. Delinquent rent amounts collected with respect to any period prior to of time before the Closing Date shall belong to the Partnership as the former member of the Company andand not previously prorated at Closing, if paid to Home Properties, Home Properties shall promptly send such rent to the Partnership for distribution to the former partners of the Partnership pursuant to the agreement described in PARAGRAPH (e) of SECTION 7.1. (iii) All rent collected by the Company or the Partnership, prior to the Closing Date, for months subsequent to Closing Date shall be paid remitted to Home Properties on the Closing DateSeller within ten (10) days after receipt. (iv) All rent collected for rental periods on or after the Closing Date shall belong to Home Properties and, if paid to the Company or the Partnership shall be promptly sent to Home Properties. Any error in the calculation of adjustments shall be corrected and any post-closing receipts or expenditures related to the period prior to Closing shall be prorated subsequent to the Closing Date with appropriate credits to be given based upon corrected adjustments, provided, however, that the adjustments (except if errors are caused by misrepresentations) shall be final upon expiration of the 90th day after the Closing Date. Amounts to be paid as an adjustment in favor of the Company or the Partnership shall be paid by Home Properties in cash at Closing. Amounts to be paid as an adjustment in favor of Home Properties shall, at the option of the Partnership, be paid in cash or charged against the Consideration.

Adjustments at Closing. With Notwithstanding anything to the contrary ---------------------- contained in this Contract or applicable law, the provisions of this Section 9.3 ----------- shall survive the Closing. The following items shall be adjusted or prorated between Seller and Purchaser with respect to the Property, the following shall be adjusted and pro-rated between Home Properties and the Partnership as of the Closing Date as if Home Properties became the owner of the Property as of midnight of the night preceding the Closing Date and as if the Partnership was the owner of the Property prior thereto: (a) real estate and personal property Ad valorem taxes on the usual and customary "due date" basis; (b) water and sewer rents and charges; (c) fuel, electricity and other utilities; (d) charges under the service contracts; (e) laundry income; (f) interest, reserves and escrows with respect relating to the Existing Loan; and (g) rents. (i) All rent payments and other amounts (hereinafter collectively referred to in this SECTION 2.6 as "RENT") collected on or before Property for the calendar year of the Closing Date for the month in which the Closing Date occurs shall be prorated between Seller and Purchaser as between of 12:01 a.m. on the parties Closing Date. If the actual amount of taxes for the calendar year of the Closing is not known as of the Closing Date. , the proration shall be based on the amount of taxes due and payable with respect to the Property for the calendar year immediately preceding the calendar year of the Closing, and Seller shall pay to Purchaser in cash (iior by credit on Purchaser's closing statement) All rent collected at the Closing Seller's pro rata portion of those taxes. When the amount of taxes levied against the Property for the year of Closing is known, either Seller or Purchaser shall have the right to have the proration amount readjusted with the result that Seller shall pay for those taxes attributable to the period of time prior to the Closing Date and Purchaser shall pay for those taxes attributable to the period of time commencing with and following the Closing Date; provided, however, that to avail itself of the right to have the proration amount readjusted, the party seeking readjustment must deliver to the other party a written request to that effect on or before August 1 of the calendar year immediately following the year of Closing. Notwithstanding anything to the contrary herein, Seller shall be responsible for all subsequent assessments for prior years due to change in land usage or ownership and Seller shall promptly pay those taxes. Payments after the Closing Date shall be applied first made in immediately available funds to the rent due applicable party at its address set forth in Section ------- 13.1. ---- (b) [intentionally omitted]; (c) [intentionally omitted]; (d) All other income and ordinary operating expenses of the Property (except public utilities, for which each party shall deal directly with the month in which such rent was collected service provider), including, without limitation, maintenance, management, and shall then be applied to the next most recent delinquent rentother service charges, including any rent which was not collected for any period prior to the Closing Date. Delinquent rent amounts collected and all other normal operating charges with respect to any period prior to the Property shall be prorated at the Closing Date shall belong to the Partnership effective as the former member of the Company and, if paid to Home Properties, Home Properties shall promptly send such rent to the Partnership for distribution to the former partners of the Partnership pursuant to the agreement described in PARAGRAPH (e) of SECTION 7.1. (iii) All rent collected by the Company or the Partnership, prior to 12:01 a.m. on the Closing Date, for months subsequent to Closing Date and appropriate cash adjustments shall be paid to Home Properties on the Closing Datemade by Purchaser and Seller. (ive) All rent collected Seller shall pay the outstanding balance of any liens covering the Property and cause the Title Company to deliver the Title Policy with no exception for rental periods on any liens, other than the lien for the current year's taxes. (f) If, following the Closing, Purchaser or after the Closing Date shall belong to Home Properties and, if paid to the Company Seller discover any errors or the Partnership shall be promptly sent to Home Properties. Any error omissions in the calculation of prorations or adjustments approved at Closing, then either party shall be corrected and any post-closing receipts or expenditures related have the right to the period prior to Closing shall be prorated subsequent to the Closing Date with appropriate credits to be given based upon corrected adjustments, provided, however, that the adjustments (except if errors are caused by misrepresentations) shall be final upon expiration obtain a correction of the 90th day error or omission provided written request, and the rational basis therefor, for such correction is delivered within 180 days after the Closing Date. Amounts to be paid as an adjustment in favor of the Company or the Partnership shall be paid by Home Properties in cash at Closing. Amounts to be paid as an adjustment in favor of Home Properties shall, at the option of the Partnership, be paid in cash or charged against the Consideration.

Adjustments at Closing. With respect (a) Prorations shall be made as follows: (i) Insurance premiums shall not be prorated. Seller will terminate its coverage as to the Property, the following shall be adjusted and pro-rated between Home Properties and the Partnership Property effective as of the Closing Date and Purchaser shall obtain its own insurance. Utility deposits shall not be transferred. Seller shall obtain the return of any of its accounts in a manner satisfactory to Seller in its sole discretion as if Home Properties became the owner of the Property as of midnight of the night preceding the Closing Date Date. Purchaser shall be responsible for paying its own utility deposits, and as if the Partnership was the owner of the Property prior thereto: (a) real estate and personal property taxes having its name placed on the usual and customary "due date" basis; (b) water and sewer rents and charges; (c) fuel, electricity and other utilities; (d) charges under the service contracts; (e) laundry income; (f) interest, reserves and escrows with respect to the Existing Loan; and (g) rents. (i) All rent payments and other amounts (hereinafter collectively referred to in this SECTION 2.6 as "RENT") collected applicable utility account commencing on or before the Closing Date for the month in which the Closing Date occurs shall be prorated as between the parties as of the Closing Date. (ii) All rent collected Payments by tenants actually received by Seller prior to Closing which are applicable in whole or part to any period after the Closing Date Closing, for: (1) common area maintenance charges, taxes, operating expense escalations and other similar tenant charges, whether based on actual amounts or estimates (herein called "Expense Reimbursements"); and (2) rents shall be applied first to prorated as of midnight on the rent due for day preceding Closing on the basis of a 365 day year and on the basis of the actual number of days in the month in which Closing occurs, with Seller being credited for all of same up to (but not including) the Closing Date and Purchaser being credited for same on and after the Closing Date. If Expense Reimbursements paid or payable by tenants for the period prior to Closing exceed the actual amounts chargeable therefor to tenants for such rent was collected period, and as a result such excess amounts are subsequently payable to tenants, then such excess amounts shall be estimated at Closing by Seller, and Purchaser shall receive a credit therefor against the Purchase Price at Closing. If Expense Reimbursements paid or owed by tenants for the period prior to Closing for the portion of the Property owned by Seller are less than the actual amounts chargeable therefor to tenants for such period, and have previously been paid by Seller and as a result additional amounts are subsequently payable by tenants, then such additional amounts shall be applied estimated at Closing and Purchaser shall pay such additional amounts to Seller as an addition to the next most recent Purchase Price at Closing. If the actual amounts of Expense Reimbursements and rents for the portion of the Property owned by Seller are not known as of the Closing Date, the prorations for Seller’s portion of the Property shall be made on the basis of the best evidence then available (such evidence to be submitted to Purchaser and Seller for their reasonable approval). No prorations shall be made at Closing with respect to any rents or Expense Reimbursements that are delinquent rentas of the Closing Date ("Delinquent Amounts"). Purchaser shall make a good faith attempt (using the same collection efforts Purchaser would use for its own collections but Purchaser shall not be required to institute any suit) to collect Delinquent Amounts for the Seller's benefit after the Closing, including any rent which was not collected and such collections, if any, shall be remitted to the Seller promptly upon receipt by Purchaser after applying all such collections first to amounts then due from tenants for any period after the Closing. Seller retains its rights and remedies with respect to any Delinquent Amounts owed to Seller, except that Seller shall not be entitled to terminate any lease or evict any tenant. Purchaser will receive a credit against the Purchase Price for all security deposits previously delivered to Seller under the Leases except those that have been properly applied. Purchaser will have the obligation to return the security deposits pursuant to the terms and conditions of the Leases, which obligation shall survive Closing. (iii) Subject to the provisions of Section 7.3(a)(i) and (ii) above, all normal and customarily pro ratable items of expense and income, including without limitation real estate and personal property taxes (reduced by Seller’s reasonable estimate of the amount thereof which will be paid or reimbursed by tenants), utility bills (with the meters to be read the day prior to Closing, to the extent possible) and common area maintenance charges shall be prorated as of midnight on the day preceding the Closing Date, on the basis of a 365 day year and on the basis of the actual number of days in the calendar month in which Closing occurs, Seller being charged and credited for all of same up to the Closing Date and Purchaser being charged and credited for all of same on and after the Closing Date. If the actual amounts to be prorated are not known as of the Closing Date, the prorations shall be made on the basis of the best evidence then available. (iv) Notwithstanding the foregoing, Seller shall have the right to all refunds or rebates on account of real estate tax protests or appeals for taxes assessed with respect to the years prior to 2003 for the Property, subject to Seller's obligation to reimburse tenants for any rebates or refunds to which said tenants may be entitled under the applicable Leases which obligation Seller hereby agrees to make reasonable efforts to undertake. Seller and, after Closing, Purchaser shall each have the right, but not the obligation, to appeal or otherwise challenge real estate taxes assessed against the Property for calendar year 2003 and the parties agree to prorate all refunds or rebates on account of real estate tax protests or appeals for taxes assessed for calendar year 2003 based upon each parties' period of ownership of the Property in calendar year 2003. Purchaser shall have control of and responsibility for all appeals and other challenges with respect to real estate taxes assessed against the Property for calendar year 2004 and thereafter. Seller shall keep Purchaser advised on a current basis of all action (including, without limitation, any written submissions or appearances before the taxing authority) taken with respect to appeals or other challenges of taxes and provide Purchaser's representative the opportunity to be present (provided such representative shall not participate) at all hearings or meetings. The foregoing provisions of this subsection (iv) shall survive Closing. (v) If at any time following the Closing, the amount of an item listed in any section of this Section 7.3 shall prove to be incorrect (whether as a result in an error in calculation or a lack of complete and accurate information as of the Closing), the party in whose favor the error was made shall promptly pay to the other party the sum necessary to correct such error upon receipt of proof of such error, provided that such proof is delivered to the party from whom payment is requested on or before one (1) year after Closing. In order to enable Seller to determine whether any such delayed adjustment is necessary, Purchaser shall provide to Seller current operating and financial statements for the Property no later than the date one (1) month prior to the expiration of such one (1) year period following Closing. The provisions of this Section 7.3(a)(v) shall survive the Closing and not be merged therein. (b) With respect to any Lease Transactions (as defined in Section 10.13) and/or any lease commission agreements entered into by Seller after the Effective Date and prior to the Closing Date with respect to the Property, which Purchaser approves or is deemed to have approved pursuant to Section 10.13, all costs incurred by Seller associated with such Lease Transactions for tenant improvement costs and leasing commissions (collectively "Leasing Costs") shall be prorated between Seller and Purchaser at Closing. Such proration shall be based upon the respective portions of the fixed or base rental payable during the applicable term of any such Lease Transaction which shall be attributable to the time periods before and after the Closing (for example, the applicable term of a new Lease would be the initial term, while the applicable term of a lease renewal would be the exercised renewal term). With respect to any new Property Agreement, leasing commission agreement and/or Lease Transaction which, pursuant to Section 10.13 requires Purchaser's prior written approval or rejection, Seller shall provide Purchaser with a copy of any offer or proposal or proposed lease or contract regarding same and Purchaser agrees to promptly respond to same, in all events within three (3) business days of receipt. (c) Except as provided in Section 7.3 (b), Seller shall be responsible for all Leasing Costs which are due and payable prior to the Closing Date. Delinquent rent amounts collected with respect to any period prior to the Closing Date Purchaser shall belong to the Partnership as the former member of the Company and, if paid to Home Properties, Home Properties shall promptly send such rent to the Partnership be responsible for distribution to the former partners of the Partnership pursuant to the agreement described in PARAGRAPH (e) of SECTION 7.1. (iii) All rent collected by the Company or the Partnership, prior to all Leasing Costs which are due and payable after the Closing Date, for months subsequent to Closing Date shall be paid to Home Properties on the Closing Date. (iv) All rent collected for rental periods on including all Leasing Costs associated with any expansion, extension or after the Closing Date shall belong to Home Properties and, if paid to the Company or the Partnership shall be promptly sent to Home Properties. Any error in the calculation of adjustments shall be corrected and any post-closing receipts or expenditures related to the period prior to Closing shall be prorated subsequent to the Closing Date with appropriate credits to be given based upon corrected adjustments, provided, however, that the adjustments (except if errors are caused by misrepresentations) shall be final upon expiration renewal options of the 90th day after the Closing Date. Amounts to be paid as an adjustment in favor of the Company or the Partnership shall be paid by Home Properties in cash at Closing. Amounts to be paid as an adjustment in favor of Home Properties shall, at the option of the Partnership, be paid in cash or charged against the ConsiderationLeases.