Common use of Closing Adjustments Clause in Contracts

Closing Adjustments. (a) Seller and Buyer shall each pay one half of all state, county and local transfer taxes, if any, occasioned by the conveyance of the Premises and the transactions contemplated herein and the parties shall each execute and deliver any tax form, return or affidavit required in connection with the payment of such transfer taxes or the application for an exemption therefrom. (b) All real estate taxes due and payable for the calendar or fiscal year, as the case may be, in which the Closing takes place allocable or imposed upon the Premises shall be payable by Seller. (c) Seller shall pay all additional or “roll-back” taxes allocable to the period before the Closing Date imposed against the Premises pursuant to the Farmland and Forest Rollback Act and the Open Space Rollback Act which are assessed or imposed against the Premises, whether before or after the Closing Date, as a result of any agreement entered into by Seller or Seller’s predecessor in title. (d) If on the Effective Date, the Premises or any part thereof shall be or shall have been affected by an assessment or assessments which are or may become payable in annual installments, of which the first installment is then a charge or lien, or has been paid, then for the purposes of this Agreement all the unpaid installments of any such assessment, including those which are to become due and payable after the Closing Date, shall be deemed to be due and payable and to be liens upon the Premises affected thereby and shall be paid and discharged by Seller. (e) Buyer shall pay all premiums and charges of the Title Company for the Title Policy (including endorsements other than endorsements required to remove Title Objections which Seller has agreed to remove at Closing) to be issued pursuant to the Commitment, all recording and filing charges in connection with the Deed, one-half (1/2) of any escrow or closing charges (exclusive of any escrow charges under the Lease which, pursuant to Section 6(f), shall be born solely by Landlord), all costs of Buyer’s due diligence, and any other costs customarily paid by the buyer pursuant to local practice. (f) Each party hereto shall pay its own attorneys. (g) Any credit due to Buyer pursuant to this Section 7 shall be applied as a credit against the Purchase Price. Any credit due to Seller pursuant to this Section 7 shall be paid to Seller in addition to, and together with, the payment of the Purchase Price at Closing. The provisions of this Section 7 shall survive the Closing or the termination of this Agreement.

Closing Adjustments. 6.1 The closing of the transactions provided for in this Agreement shall take place simultaneously with the execution and delivery of this Agreement (athe "Closing"). (The actual date of the Closing shall be referred to herein as the "Closing Date"). 6.2 The parties hereto agree that (i) Seller all compensation payable to the City and Buyer shall each pay one half County under the Licenses and all other operating expenses of all stateAssignor relating to the Concessions (i.e., county cost of goods sold, advertising, collections, fees, hired services, insurance, miscellaneous expenses, postage, repairs and local transfer maintenance, supplies, taxes, if anyutilities, occasioned wages and interest on indebtedness, but specifically not including professional fees and expenses, travel and lodging or depreciation), and (ii) all income of Assignor derived from Assignor's operations under the Licenses, including accounts receivable, shall be apportioned between Assignor and Assignees as of the Closing Date based on the portion of each such expense or revenue attributable to the period falling on or before the Closing Date on the one hand, which Assignor shall bear the responsibility and benefit of, and the portion of each such expense or revenue attributable to the period falling after the Closing Date, on the other hand, which Assignees shall bear the responsibility and benefit of (the "Adjustment"). The net Adjustment will be paid by the conveyance party owing the same to the other in cash or by certified or official bank check or wire transfer. The expenses and liabilities for which Assignor shall be liable pursuant to this Section shall be included within the meaning of the Premises and the transactions contemplated herein and the parties shall each execute and deliver any tax form, return or affidavit required in connection with the payment of such transfer taxes or the application for an exemption therefromterm "Retained Liabilities". (b) All real estate taxes due 6.3 To the extent that any of the prorations made pursuant to this Article are based upon estimates of payments to be made and/or expenses to be incurred by Assignees subsequent to the Closing Date, or either party discovers any errors in or omissions in respect of the Adjustment, Assignor and payable for the calendar Assignees agree to adjust such prorations promptly upon receipt by Assignor or fiscal yearAssignees, as the case may be, in which of such payments or of bills or other documentation setting forth the Closing takes place allocable or imposed upon the Premises shall be payable by Selleractual amount of such expenses. (c) Seller 6.4 Assignor and Assignees shall pay all additional maintain and make available to each other any books or “roll-back” taxes allocable to records necessary for the period before the Closing Date imposed against the Premises pursuant to the Farmland and Forest Rollback Act and the Open Space Rollback Act which are assessed or imposed against the Premises, whether before or after the Closing Date, as a result adjustment of any agreement entered into by Seller or Seller’s predecessor in title. (d) If on the Effective Date, the Premises or any part thereof shall be or shall have been affected by an assessment or assessments which are or may become payable in annual installments, of which the first installment is then a charge or lien, or has been paid, then for the purposes of this Agreement all the unpaid installments of any such assessment, including those which are to become due and payable after the Closing Date, shall be deemed to be due and payable and to be liens upon the Premises affected thereby and shall be paid and discharged by Seller. (e) Buyer shall pay all premiums and charges of the Title Company for the Title Policy (including endorsements other than endorsements required to remove Title Objections which Seller has agreed to remove at Closing) to be issued pursuant to the Commitment, all recording and filing charges in connection with the Deed, one-half (1/2) of any escrow or closing charges (exclusive of any escrow charges under the Lease which, pursuant to Section 6(f), shall be born solely by Landlord), all costs of Buyer’s due diligence, and any other costs customarily paid by the buyer pursuant to local practice. (f) Each party hereto shall pay its own attorneys. (g) Any credit due to Buyer item pursuant to this Section 7 shall be applied as a credit against the Purchase Price. Any credit due to Seller pursuant to this Section 7 shall be paid to Seller in addition to, and together with, the payment of the Purchase Price at ClosingArticle. The provisions of this Section 7 Article shall survive the Closing or the termination of this AgreementClosing.

Closing Adjustments. (a) The following items affecting the Property shall be apportioned, adjusted or otherwise accounted for between Seller and Buyer as of the Closing Date: (i) Subject to paragraph (d) of this Section, rent, additional rent, common area maintenance, payments to merchants' associations or similar business promotion organizations, and all other charges payable by Seller as tenant under the Leases as follows: (1) any charge payable on a monthly basis which is subject to year end adjustment shall be prorated for the month in which the Closing Date shall occur and any year end adjustment thereof shall be paid by, or the refund from the lessor paid to, Seller and Buyer in proportion to their respective payments thereof (i.e., Seller to make all such payments prior to the Closing Date and Buyer to make all such payments after the Closing Date), and (2) Impositions under the Leases not payable monthly but payable in full after the Closing at the end of a lease year or tax fiscal year, as provided in the respective Leases, shall be prorated as of the Closing Date but Seller will pay Buyer its share thereof within 30 days after Buyer furnishes Seller the billing and substantiation thereof received from each respective lessor; (ii) Buyer shall pay Seller on the Closing Date for any security deposits held by lessors under the Leases, and the Seller's pettx xxxh at each theatre; (iii) Reduced admission tickets, group tickets or so-called other "discount tickets" (collectively "Discount Tickets") issued by Seller prior to the Closing Date and presented by customers for admission to the Theatres on or after the Closing Date shall be honored by Buyer but may be redeemed by Buyer from Seller for the amount shown on the Discount Ticket as the cost paid to Seller for such Ticket. Seller shall also reimburse Buyer in the amount of any gift certificates issued by Seller prior to the Closing Date and used at the Theatres subsequent to the Closing Date, when, as and in the amount said gift certificates are redeemed, provided, however, Buyer shall not be obligated to honor any such gift certificate or Discount Ticket after one half of (1) year immediately following the Closing Date. Buyer shall (and hereby covenants and agrees to) be bound by all state, county and local transfer taxes, if any, occasioned free admission passes distributed prior to the Closing Date by Seller or Seller's authorized agents to third parties. Any monies which Seller shall owe Buyer for reimbursement for Discount Tickets that are presented for payment to Seller within a calendar month in the manner required herein shall be paid to Buyer by the conveyance 30th day of the Premises and the transactions contemplated herein and the parties shall each execute and deliver any tax form, return or affidavit required in connection with the payment of such transfer taxes or the application for an exemption therefromnext following calendar month. (b) All General real estate property taxes and other Impositions imposed upon or assessed against the Property (and not otherwise payable by Seller as tenant under the Leases directly to the lessors thereunder or payable by such lessors without any obligation of payment on the part of Seller) shall be remitted to the collecting authorities by Seller if the same are due and payable on or before the Closing Date, and by Buyer if due and payable thereafter; provided, however, such real property taxes and other Impositions imposed upon or assessed against the Property for the calendar or current tax fiscal year, as the case may be, year in which the Closing takes place allocable or imposed upon the Premises Date occurs ("Proration Period") shall be payable apportioned and prorated between Seller and Buyer on and as of the Closing Date with Buyer bearing only the expense of that proportion of such Impositions that the number of days in the Proration Period following and including the Closing Date bears to 365. If the amount of any such taxes, assessments and other Impositions to be borne by Sellerthe parties hereto, as above provided, is not ascertainable on the Closing Date, Seller shall pay to Buyer its share of the amount of such taxes, assessments or other Impositions within 15 days after receipt by Seller of the appropriate tax bill(x) evidencing the amount thereof. (c) Seller shall pay all additional or “roll-back” taxes allocable utility costs in respect of the Leased Premises (except to the period before extent the Closing Date imposed against lessors are liable therefor under the Premises Leases or such costs are a part of a lease charge to be prorated pursuant to the Farmland and Forest Rollback Act and the Open Space Rollback Act which are assessed or imposed against the Premises, whether before or after clause (i) of paragraph (a) of this Section) incurred prior to the Closing Date, and those incurred thereafter shall be paid by Buyer. If the utility charges for the last utility period cannot be ascertained on the Closing Date, then at such subsequent date as a result all utility bills for such utility period have been obtained, the parties shall promptly pay their respective prorated amounts. Any deposits of any agreement entered into Seller held by Seller or utility companies shall be returned to Seller’s predecessor in title, and Buyer shall be responsible for making its own deposits with the utility companies. (d) If on With respect to any percentage rent (as defined in the Effective Daterespective leases) payable under the Leases for the applicable lease years thereunder during which the lease assignments occur, the Premises percentage rent (taking into account any applicable credits or any part thereof adjustments) shall be or prorated between the Buyer and Seller such that each party shall have been affected pay when due that percent of the total percentage rent payable which equals such party's respective gross receipts (as defined in the respective leases) divided by an assessment or assessments which are or may become payable in annual installments, of which the first installment is then a charge or lien, or has been paid, then total gross receipts for the purposes of this Agreement all the unpaid installments of any such assessment, including those which are to become due and payable after the Closing Date, shall be deemed to be due and payable and to be liens upon the Premises affected thereby and shall be paid and discharged by Sellerlease year. (e) Seller and Buyer shall pay all premiums and charges also make such other adjustments or apportionments with respect to the Property as may be necessary to carry out the intention of the Title Company parties hereto so that Buyer shall not be liable for the Title Policy (including endorsements other than endorsements required to remove Title Objections which Seller has agreed to remove at Closing) to be issued pursuant matters accruing or occurring prior to the CommitmentClosing Date and that Seller shall not be liable for matters accruing or occurring from and after the Closing Date and that Seller shall bear all of the expenses and burdens, all recording and filing charges in connection with the Deed, one-half (1/2) of any escrow or closing charges (exclusive of any escrow charges under the Lease which, pursuant to Section 6(f), shall be born solely by Landlord)entitled to all of the benefits and income, of and from ownership of the Property prior to the Closing Date and Buyer shall bear all costs of Buyer’s due diligence, such expenses and any other costs customarily paid by burdens and shall be entitled to all such benefits and income from and after the buyer pursuant to local practiceClosing Date. (f) Each party hereto shall pay its own attorneys. (g) Any credit due to Buyer pursuant to this Section 7 The foregoing adjustments shall be applied determined and payment made from one party to the other (as a credit against the Purchase Price. Any credit due case may be) on the Closing Date to Seller pursuant the extent they are known and agreed to this Section 7 by both parties; otherwise, such adjustments shall be paid to Seller in addition to, and together with, the payment of the Purchase Price at Closing. The provisions of this Section 7 shall survive determined as soon as possible after the Closing or Date and the termination of this Agreementadjustments, if any, shall be determined and payment made by the party owing the adjustment to the other within 30 days after the adjustment is determined.

Closing Adjustments. 6.1 The closing of the transactions provided for in this Agreement shall take place simultaneously with the execution and delivery of this Agreement (athe "Closing"). (The actual date of the Closing shall be referred to herein as the "Closing Date"). 6.2 The parties hereto agree that (i) Seller all compensation payable to Landlord under the Lease and Buyer shall each pay one half all other operating expenses of all stateAssignor relating to the Premises or the Business (i.e., county cost of goods sold, advertising, collections, fees, hired services, insurance, miscellaneous expenses, postage, repairs and local transfer maintenance, supplies, taxes, if anyutilities, occasioned but specifically not including wages and interest on indebtedness, professional fees and expenses, travel and lodging or depreciation), and (ii) all income of Assignor derived from Assignor's operation of the Business or relating to the Premises, including accounts receivable and rent and other charges under the Subleases, shall be apportioned between Assignor and Assignee as of the Closing Date based on the portion of each such expense or revenue attributable to the period falling on or before the Closing Date on the one hand, which Assignor shall bear the responsibility and benefit of, and the portion of each such expense or revenue attributable to the period falling after the Closing Date, on the other hand, which Assignees shall bear the responsibility and benefit of (the "Adjustment"). The net Adjustment will be paid by the conveyance party owing the same to the other in cash or by certified or official bank check or wire transfer. The expenses and liabilities for which Assignor shall be liable pursuant to this Section shall be included within the meaning of the Premises and the transactions contemplated herein and the parties shall each execute and deliver any tax form, return or affidavit required in connection with the payment of such transfer taxes or the application for an exemption therefromterm "Retained Liabilities". (b) All real estate taxes due 6.3 To the extent that any of the prorations made pursuant to this Article are based upon estimates of payments to be made and/or expenses to be incurred by Assignees subsequent to the Closing Date, or either party discovers any errors in or omissions in respect of the Adjustment, Assignor and payable for the calendar Assignees agree to adjust such prorations promptly upon receipt by Assignor or fiscal yearAssignee, as the case may be, in which of such payments or of bills or other documentation setting forth the Closing takes place allocable or imposed upon the Premises shall be payable by Selleractual amount of such expenses. (c) Seller 6.4 Assignor and Assignee shall pay all additional maintain and make available to each other any books or “roll-back” taxes allocable to records necessary for the period before the Closing Date imposed against the Premises pursuant to the Farmland and Forest Rollback Act and the Open Space Rollback Act which are assessed or imposed against the Premises, whether before or after the Closing Date, as a result adjustment of any agreement entered into by Seller or Seller’s predecessor in title. (d) If on the Effective Date, the Premises or any part thereof shall be or shall have been affected by an assessment or assessments which are or may become payable in annual installments, of which the first installment is then a charge or lien, or has been paid, then for the purposes of this Agreement all the unpaid installments of any such assessment, including those which are to become due and payable after the Closing Date, shall be deemed to be due and payable and to be liens upon the Premises affected thereby and shall be paid and discharged by Seller. (e) Buyer shall pay all premiums and charges of the Title Company for the Title Policy (including endorsements other than endorsements required to remove Title Objections which Seller has agreed to remove at Closing) to be issued pursuant to the Commitment, all recording and filing charges in connection with the Deed, one-half (1/2) of any escrow or closing charges (exclusive of any escrow charges under the Lease which, pursuant to Section 6(f), shall be born solely by Landlord), all costs of Buyer’s due diligence, and any other costs customarily paid by the buyer pursuant to local practice. (f) Each party hereto shall pay its own attorneys. (g) Any credit due to Buyer item pursuant to this Section 7 shall be applied as a credit against the Purchase Price. Any credit due to Seller pursuant to this Section 7 shall be paid to Seller in addition to, and together with, the payment of the Purchase Price at ClosingArticle. The provisions of this Section 7 Article shall survive the Closing or the termination of this AgreementClosing.

Closing Adjustments. (a) Adjustments to the Purchase Price shall be made between Seller and Buyer Purchaser and shall each pay one half of all state, county and local transfer taxes, if any, occasioned by the conveyance be prorated on a per diem basis as of the Premises and the transactions contemplated herein and the parties shall each execute and deliver any tax form, return or affidavit required in connection with the payment of such transfer taxes or the application for an exemption therefrom. (b) All real estate taxes due and payable for the calendar or fiscal year, as the case may be, in which the Closing takes place allocable or imposed upon the Premises Date. The Closing Date shall be payable by Seller. (c) a day of income and expense for Purchaser. The following items shall be prorated and adjusted between Seller shall pay all additional or “roll-back” taxes allocable to the period before the Closing Date imposed against the Premises pursuant to the Farmland and Forest Rollback Act and the Open Space Rollback Act which are assessed or imposed against the Premises, whether before or after Purchaser as of the Closing Date, except as a result of any agreement entered into otherwise specified: 9.1 Prepaid rents and other prepaid charges collected by Seller from Tenant for the month of Closing shall be prorated by credit to Purchaser. Rents and other charges which relate to periods prior to Closing which have not been collected as of Closing (collectively "Delinquent Rents") shall not be prorated. Seller shall have the right to collect Delinquent Rents from Tenant, which may include legal proceedings against Tenant as Seller deems appropriate, provided no such action shall demand possession or Seller’s predecessor termination of the Lease. Any rents collected after closing shall be applied against the receivable as indicated by Tenant, provided if not specifically identifiable, rents collected after Closing from Tenant shall be applied: (i) first, rents due for the month in titlewhich such payment is received, (iii) second, to rents attributable to any period after Closing which are past due on the date of receipt, and (iv) third, to Delinquent Rents. After Closing, Seller shall promptly remit to Purchaser any rents received relating to periods after Closing and Purchaser shall promptly remit to Seller any Delinquent Rents received. The provision of this Section 9.1 shall survive Closing. (d) If on the Effective Date9.2 Real estate taxes, the Premises or any part thereof shall be or shall have been affected by an assessment or assessments water, electricity, sewer, gas, telephone and other utilities and charges which are or may become payable in annual installments, of which the first installment is then a charge or lien, or has been paid, then for the purposes of this Agreement all the unpaid installments of any such assessment, including those which are to become due and payable after the Closing Date, shall be deemed to be due and payable and to be liens upon the Premises affected thereby and shall be paid and discharged directly by Seller. (e) Buyer shall pay all premiums and charges of the Title Company for the Title Policy (including endorsements other than endorsements required to remove Title Objections which Seller has agreed to remove at Closing) to be issued pursuant to the Commitment, all recording and filing charges in connection with the Deed, one-half (1/2) of any escrow or closing charges (exclusive of any escrow charges Tenant under the Lease whichshall not be prorated. 9.3 To the extent that errors are discovered in, pursuant or additional information becomes available with respect to, the prorations and allocations made at Closing, Seller and Purchaser agree to Section 6(f)make such post-Closing adjustments as may be necessary to correct any inaccuracy; however, all prorations (except for prorations and allocations of (i) ad valorem taxes, (ii) tenant reimbursables of taxes and operating expenses, as applicable and (iii) prorations or allocations that are then currently in dispute) shall be born solely by Landlord), all costs of Buyer’s due diligence, and any other costs customarily paid by the buyer pursuant to local practicefinal no later than six (6) months after Closing. (f) Each party hereto shall pay its own attorneys. (g) Any credit due to Buyer pursuant to this Section 7 shall be applied as a credit against the Purchase Price. Any credit due to Seller pursuant to this Section 7 shall be paid to Seller in addition to, and together with, the payment of the Purchase Price at Closing. The provisions of this Section 7 shall survive the Closing or the termination of this Agreement.

Closing Adjustments. 6.1. The following are to be prorated or adjusted (aas appropriate), if feasible, at the Closing, as of 11:59 P.M. on the day immediately preceding the Closing (the "Adjustment Date"): 6.1.1. All collected rent and other collected income (and any applicable state or local tax on rent) under Leases in effect on the Closing Date shall be prorated. Seller shall be charged with any rent and Buyer other income collected by Seller before Closing but applicable to any period of time after Closing. Uncollected rent and other income shall each pay one half not be prorated. Purchaser shall apply rent and other income from tenants that are collected after the Closing first to the obligations then owing to Purchaser for its period of all stateownership and to costs of collection, county and local transfer taxesremitting the balance, if any, occasioned to Seller. Any prepaid rents for the period following the Closing Date shall be paid over by Seller to Purchaser. Purchaser will make reasonable efforts, without suit, to collect any rents applicable to the conveyance period before the Closing Date. Seller may pursue collection against tenants as to any rent not collected by Purchaser within 6 months following the Closing Date provided that Seller shall have no right to pursue collection efforts against any tenant while in occupancy of an apartment at the Property. In the event that any tenant pays its rent via an ACH or other automatic debit system, Seller shall cancel such automatic payments at Closing; provided, however, in the event that an automatic rent payment is erroneously forwarded to Seller after Closing, Seller, shall remit such payment to Purchaser in accordance with Section 6.2. For purposes of this Section 6.1.1, the term "rents" excludes any application fees, administrative fees, non-refundable deposits, late fees or other charges. One final adjustment shall be made on or about the 90th day following Closing and this adjustment shall be final. 6.1.2. Real estate taxes and assessments (“Taxes”), including penalties and interest, shall be prorated as follows: Seller shall pay all Taxes which became due and payable prior to the Closing and a prorata share of the Premises Taxes becoming due and payable after the transactions contemplated herein Closing based on the Taxes which are a lien for the year of the Closing, even if such Taxes and the parties shall each execute assessments are not yet due and deliver any tax form, return or affidavit required in connection with the payment of such transfer taxes or the application payable. If bills for an exemption therefrom. (b) All real estate taxes due have not been issued as of the Closing Date, and payable if the amount of real estate taxes for the calendar then current tax year is not then known, the apportionment of real estate taxes shall be made at Closing on the basis of the full value of the prior year’s real estate taxes and adjusted after Closing pursuant to Section 6.2 hereof. Seller’s protest of the 2013 Taxes has been resolved and Seller shall pay, on or fiscal yearbefore Closing, the balance of any amounts due for the 2013 real estate tax liability for the Property. 6.1.3. Tax and utility company deposits, if any, and if assignable and assigned. 6.1.4. Electric, gas, water and sewer charges on the basis of the most recent bills available, but if there are meters on the Property, Seller, to the extent the same is obtainable, shall furnish a reading effective as of the Adjustment Date, or if not so obtainable, to a date not more than 30 days prior to the Adjustment Date, and the unfixed meter charges based thereon for the intervening period shall be apportioned on the basis of such last reading. Upon the taking of a subsequent actual reading, such apportionment shall be readjusted and Seller or Purchaser, as the case may be, in which will promptly deliver to the other the amount determined to be so due upon such readjustment. If Seller is unable to furnish such prior reading, any reading subsequent to the Closing takes place allocable or imposed upon will be apportioned on a per diem basis from the Premises shall be payable by Seller. (c) date of such reading immediately prior thereto and Seller shall pay all additional or “roll-back” taxes allocable the proportionate charges due up to the period before the Closing Date imposed against the Premises date of Closing. 6.1.5. Amounts paid or payable in respect of any Contracts assigned to Purchaser pursuant to the Farmland "Xxxx of Sale and Forest Rollback Act and the Open Space Rollback Act which are assessed or imposed Assignment" (as such term is defined in Section 8.1.2 hereof). 6.1.6. Purchaser shall receive a credit against the Premises, whether before or after cash portion of the Closing Date, as a result of any agreement entered into Purchase Price in an amount equal to all Tenant security deposits and accrued interest required to be held by Seller or Seller’s predecessor in titleas landlord under the Leases. (d) If on the Effective Date6.1.7. All other normal and customarily proratable items including without limitation operating expenses, the Premises or any part thereof shall be or shall have been affected by an assessment or assessments which are or may become payable in annual installmentspersonal property taxes, of which the first installment is then a charge or lienprepaid license fees, or has been paidpre-paid “door fees”, then if any, and other charges for licenses and permits for the purposes of this Agreement all the unpaid installments of any such assessment, including those Real Property which are to become due and payable will remain in effect for Purchaser’s benefit after the Closing DateClosing, shall be deemed to be due apportioned pro rata between Seller and payable and to be liens Purchaser on a per diem basis based upon the Premises affected thereby and shall be paid and discharged by Sellera calendar year. 6.1.8. Not more than forty eight (e48) Buyer hours prior to Closing (“Walk Though Date”), a representative of Purchaser and a representative of Seller shall pay all premiums and charges conduct an onsite walk-through of the Title Company for then unoccupied rental units on the Title Policy Property to determine whether such unoccupied rental units are in “rent ready” condition. With respect to any rental unit that is vacated on or before five (including endorsements other than endorsements required 5) Business Days prior to remove Title Objections which Closing that Seller has agreed to remove at Closing) to be issued pursuant to not placed in a “rent ready” condition before the CommitmentWalk Through Date, all recording and filing charges in connection with the Deed, one-half (1/2) of any escrow or closing charges (exclusive of any escrow charges under the Lease which, pursuant to Section 6(f), Purchaser shall be born solely by Landlord), all costs of Buyer’s due diligence, and any other costs customarily paid by the buyer pursuant to local practice. (f) Each party hereto shall pay its own attorneys. (g) Any credit due to Buyer pursuant to this Section 7 shall be applied as receive a credit against the Purchase PricePrice at Closing in the amount of $750 per unit. Any credit due to Seller pursuant to As used herein, “‘rent ready’ condition” shall mean ready for occupancy, equipped, repaired, and cleaned in accordance with Seller’s normal operating practices. Nothing contained in this Section 7 6.1.8 shall be paid to Seller construed as limiting Purchaser’s rights and Seller’s obligations under the other provisions of this Agreement. Except as set forth in addition to, and together withthis Agreement, the payment customs of the Purchase Price at Closingcounty in which the Property is located shall govern prorations. The provisions of this Section 7 6.1 and 6.2 shall survive the Closing. 6.2. If final prorations cannot be made at Closing for any item being prorated under Section 6.1, then Purchaser and Seller agree to allocate such items on a fair and equitable basis as soon as invoices or bills are available, with final adjustment to be made as soon as reasonably possible after the termination Closing, but no later than 90 days after the Closing (except that taxes will be reprorated within 30 days after each party receives a final, non-appealable tax xxxx and without regard to the foregoing 90 day period), to the effect that income and expenses are received and paid by the parties on an accrual basis with respect to their period of this Agreementownership. Payments in connection with the final adjustment shall be due within 30 days of written notice. Seller shall have reasonable access to, and the right to inspect and audit, Purchaser’s books to confirm the final prorations.

Closing Adjustments. The following adjustments shall be made at the Closing: (ai) Taxes and assessments as set forth in Section 9 of this Contract. (ii) A proration of the collected rents (including, without limitation, payments or reimbursements for operating expenses, common area costs, insurance and real estate and personal property taxes), vending machine revenues (if any), utilities, and all other income and operating expenses relating to the Property shall be made between Seller and Buyer as of the Closing Date, with Seller being responsible for the expenses and entitled to the revenues accrued or applicable to the period before the Closing Date, and Buyer being responsible for the expenses and entitled to the revenues accrued or applicable to the period on or after the Closing Date. (iii) If at any time any of the amounts to be apportioned under this Section 10 C hereof cannot be calculated with complete precision because the amount or amounts of one or more items included in such calculation are not then known, such calculations shall each pay one half be made on the basis of all statea reasonable estimate by Seller and Buyer of the amount or amounts of the item or items in question, county and local transfer taxesbased upon the previous amounts paid therefore with respect to the Property, if any, occasioned by the conveyance of the Premises and the transactions contemplated herein and the parties shall each execute and deliver any tax form, return or affidavit required in connection with the payment of such transfer taxes or the application for an exemption therefrom. (biv) All With respect to any rents (including without limitation reimbursement obligations for operating expenses, common area costs, insurance, or real estate taxes and personal property taxes) for any given tenant, due and payable for the calendar or fiscal year, but not paid as the case may be, in which of the Closing takes place allocable Date or imposed upon becoming due after the Premises shall be payable by Seller. (c) Seller shall pay all additional or “roll-back” taxes allocable Closing Date but pertaining to the period before the Closing Date imposed against the Premises pursuant (collectively “Seller’s Tenant Reimbursements”), Buyer shall forward any such amounts received by Buyer directly to the Farmland and Forest Rollback Act and the Open Space Rollback Act which are assessed or imposed against the PremisesSeller, whether before or but all rent, including such reimbursement obligations, paid after the Closing Date, as a result of by or for any agreement entered into by Seller or Seller’s predecessor in title. (d) If on the Effective Date, the Premises or any part thereof given tenant shall be or shall have been affected credited first to amounts payable by an assessment or assessments which are or may become payable in annual installments, of which said tenant with respect to the first installment is then a charge or lien, or has been paid, then for the purposes of this Agreement all the unpaid installments of any such assessment, including those which are to become due period on and payable after the Closing Date. The parties further agree with respect to Seller’s Tenant Reimbursements as follows: a. Schedule 10 C attached hereto and incorporated herein contains a summary of Seller’s Tenant Reimbursements incurred during the 2004 calendar year and being billed to tenants during the 12-month period ending in February, 2006. b. Buyer shall not be deemed liable to Seller for any failure of any tenant to pay any Seller’s Tenant Reimbursement, but shall use commercially reasonable efforts to collect such amounts, which efforts shall not include any obligation of Buyer to file suit or engage third parties to collect such amounts. The Assignment of Leases delivered to Buyer at the Closing shall reserve the right of Seller to collect Seller’s Tenant Reimbursements from tenants who fail to pay the same, but Buyer shall not be due and payable permitted to terminate leases or evict tenants. c. The parties hereby agree to cooperate with each other and to be liens upon exchange information necessary for Buyer to xxxx tenants for operating expense escalations for the Premises affected thereby 2005 calendar year and to prorate such amounts between Buyer and Seller. Once such proration is determined, Seller’s portion shall be paid and discharged by constitute Seller’s Tenant Reimbursements subject to the terms of this Section 10 C (iv). (ev) Buyer Seller shall pay to Buyer the amount of all premiums and charges damage, escrow or security deposits collected or received by Seller with respect to any tenants of the Title Company for the Title Policy (including endorsements other than endorsements required Property, which must be repaid to remove Title Objections which Seller has agreed to remove at Closing) to be issued any such tenants pursuant to the Commitmentany leases or any applicable statute, all recording and filing charges in connection with the Deed, one-half (1/2) of any escrow without deduction or closing charges (exclusive of any escrow charges under the Lease which, pursuant to Section 6(f), shall be born solely by Landlord), all costs of Buyer’s due diligence, and any other costs customarily paid by the buyer pursuant to local practiceset off. (f) Each party hereto shall pay its own attorneys. (g) Any credit due to Buyer pursuant to this Section 7 shall be applied as a credit against the Purchase Price. Any credit due to Seller pursuant to this Section 7 shall be paid to Seller in addition to, and together with, the payment of the Purchase Price at Closing. The provisions of this Section 7 shall survive the Closing or the termination of this Agreement.

Closing Adjustments. The adjustments provided for below in this Section 3.2 shall be made as of Closing with respect to each of TCI and Century (the net amount of such adjustments being referred to herein as the "TCI Closing Adjustment" as made with respect to TCI and as the "Century Closing Adjustment" as made with respect to Century and as the "Closing Adjustments" as made with respect to either or both TCI and Century). The Closing Adjustments as preliminarily determined as of the Closing Date shall be taken into account in determining Aggregate Gross Fair Market Value, as specified in Section 3.1 Upon final determination of the Closing Adjustments, contribution shall be made by TCI LLC or Century Exchange to the Partnership in accordance with Section 3.3(c). (a) Seller Appropriate adjustments on a pro rata basis as of the Closing Time will be made with respect to each of TCI and Buyer shall each pay one half Century for all prepaid expenses other than inventory (but only to the extent the full benefit of all state, county and local transfer taxes, if any, occasioned such prepaid expenses will be realizable by the conveyance Partnership within 12 months after the Closing Date), and for all accrued expenses (including real and personal property taxes), copyright fees and franchise or license fees or charges, prepaid income, subscriber prepayments and, subject to paragraph (e) below, accounts receivable related to such party's Cable Business, all as determined in accordance with GAAP consistently applied and to reflect the principle that all expenses and income attributable to such party's Cable Business for the period through and including the Closing Time are for the account of such party, and all expenses and income attributable to such party's Cable Business for the period after the Closing Time are for the account of the Premises and the transactions contemplated herein and the parties shall each execute and deliver any tax form, return or affidavit required in connection with the payment of such transfer taxes or the application for an exemption therefromPartnership. (b) All real estate taxes due and payable for the calendar advance payments to, or fiscal yearfunds of third parties on deposit with, TCI or Century as the case may be, in which of the Closing takes place allocable or imposed upon the Premises Time and relating to such party's Cable Business, including advance payments and deposits (including any accrued interest on such deposits) by subscribers served by such party's Cable Business for converters, encoders, decoders, cable television service and related sales, shall be payable by Sellerassumed by, and credited to the account of, the Partnership. (c) Seller There shall pay all additional or “roll-back” taxes allocable be credited to the period before Partnership the economic value of all accrued vacation time that the Partnership credits after the Closing Time to the employees of TCI and Century that are hired by the Partnership pursuant to Section 7.3(g), where economic value is the amount equal to the cash compensation that would be payable to each such employee at his or her level of compensation on the Closing Date imposed against the Premises pursuant for a period equal to the Farmland and Forest Rollback Act and the Open Space Rollback Act which are assessed or imposed against the Premises, whether before or after the Closing Date, as a result of any agreement entered into by Seller or Seller’s predecessor in titlesuch employee's credited accrued vacation. (d) If All deposits relating to the business and operations of each party's Systems that are held by third parties as of the Closing Time for the account of such party or as security for such party's performance of its obligations, including deposits on leases and deposits for utilities, will be credited to the Effective Dateaccount of such party in their full amounts and will become the property of the Partnership; provided that no adjustment will be made for any deposits the full benefit of which for contractual or other reasons cannot be made available to the Partnership within 12 months following the Closing Time. (e) Neither TCI nor Century will receive credit for any of its (i) accounts receivable resulting from cable television service sales any portion of which is 60 days or more past due as of the Closing Time, (ii) accounts receivable resulting from advertising sales any portion of which is 120 days or more past due as of the Closing Time; provided, that each party shall receive credit for advertising accounts receivable from national and regional representation accounts that are assigned to the other party at Closing in an amount equal to 100% of the face amount of such accounts receivable regardless of the age thereof, or (iii) accounts receivable from customers whose accounts are inactive or whose service is pending disconnection for any reason as of the Closing Time. For purposes of making "past due" calculations under this paragraph, the Premises or any part thereof shall be or shall have been affected by an assessment or assessments which are or may become payable in annual installments, billing statements of which the first installment is then a charge or lien, or has been paid, then for the purposes of this Agreement all the unpaid installments of any such assessment, including those which are to become due and payable after the Closing Date, shall System will be deemed to be due and payable and to be liens upon on the Premises affected thereby and shall be paid and discharged by Seller. (e) Buyer shall pay all premiums and charges first day of the Title Company for period during which the Title Policy (including endorsements other than endorsements required service to remove Title Objections which Seller has agreed to remove at Closing) to be issued pursuant to the Commitment, all recording and filing charges in connection with the Deed, one-half (1/2) of any escrow or closing charges (exclusive of any escrow charges under the Lease which, pursuant to Section 6(f), shall be born solely by Landlord), all costs of Buyer’s due diligence, and any other costs customarily paid by the buyer pursuant to local practicesuch billing statements relate is provided. (f) Each There shall be debited to the accounts of TCI and Century, an amount equal to the upgrade deduction for each party hereto specified on SCHEDULE 1.9 (the "Upgrade Deductions"); provided that the Upgrade Deduction for each party shall pay its own attorneysbe reduced by the aggregate amount of all capital expenditures made by such party during the period from November 1, 1997 through the Closing Date relating to upgrades and rebuilds of System plant capacity and associated items (including headend sites and headend equipment to expand channel capacity). (g) Any credit due There shall be credited to Buyer pursuant the accounts of TCI and Century all capital expenditures made by such party relating to the launch of digital or internet services, including the purchase of digital converters but not including digital converters purchased in the ordinary course of business to replace lost, stolen or defective digital converters. (h) There shall be credited to the accounts of TCI and Century, an amount equal to the aggregate amount of all capital expenditures reasonably estimated by the other party to be incurred by the Partnership after Closing to assure that the Computer and Other Systems received by it are Year 2000 Ready; provided that the amount so estimated shall be subject to the dispute resolution procedures set forth in Section 3.3. (i) The adjustments provided for in this Section 7 shall 3.2 will be applied as a credit against made without duplication. In addition, none of the Purchase Price. Any credit due to Seller pursuant to adjustments provided for in this Section 7 shall 3.2 will be paid made with respect to Seller in addition to, and together with, the payment any Excluded Assets or with respect to any item of the Purchase Price at Closing. The provisions of this Section 7 shall survive the Closing income or the termination of this Agreementexpense related to an Excluded Asset.

Closing Adjustments. Pursuant to Section 1.5 of the Purchase Agreement and subject to all the provisions thereof, (a) Seller If the Adjusted Average Price is less than the Average Price (and after giving effect to the terms of Section 1.5(c)(3) of the Purchase Agreement), Buyer shall issue to each pay one half Participating Seller, within 30 days of all statethe end of the Adjustment Period, county and local transfer taxes, if any, occasioned the number of shares of CyberGuard Common Stock equal to the difference between (1) the product of (A) the number of shares of Closing Delivered Shares owned by such Participating Seller at the end of the Adjustment Period multiplied by (B) the quotient of the Average Price divided by the conveyance Adjusted Average Price, and (2) the number of Closing Delivered Shares owned by such Participating Seller at the end of the Premises and Adjustment Period. The parties hereto agree that, pursuant to this subsection, the transactions contemplated herein and Buyer shall issue the parties shall number of shares of Cyberguard Common Stock as set forth on Exhibit A to each execute and deliver any tax form, return or affidavit required in connection with of the payment of such transfer taxes or the application for an exemption therefromParticipating Sellers as set forth thereon. (b) All real estate taxes due If the Adjusted Average Price is greater than the Average Price, Buyer shall deduct from the Escrow Shares otherwise allocated to each Participating Seller and payable for the calendar cause such shares to be cancelled or fiscal year, as the case may be, in which the Closing takes place allocable or imposed upon the Premises shall be payable by Seller. (c) Seller shall pay all additional or “roll-back” taxes allocable returned to the period before treasury of Buyer, within 30 days of the Closing Date imposed against end of the Premises pursuant Adjustment Period, the number of Escrow Shares equal to the Farmland difference between (1) the product of (A) the number of Closing Delivered Shares owned by such Participating Seller at the end of the Adjustment Period multiplied by (B) the quotient of the Adjusted Average Price divided by the Average Price, and Forest Rollback Act and (2) the Open Space Rollback Act which are assessed or imposed against number of Closing Delivered Shares owned by such Participating Seller at the Premises, whether before or after end of the Closing Date, as a result of any agreement entered into by Seller or Seller’s predecessor in title. (d) If on Adjustment Period. The parties hereto agree that the Effective Date, the Premises or any part thereof shall be or shall have been affected by an assessment or assessments which are or may become payable in annual installments, of which the first installment is then a charge or lien, or has been paid, then for the purposes of this Agreement all the unpaid installments of any such assessment, including those which are to become due and payable after the Closing Date, shall be deemed to be due and payable and to be liens upon the Premises affected thereby and shall be paid and discharged by Seller. (e) Buyer shall pay all premiums and charges deduct from the Escrow Shares allocated to each of the Title Company for Participating Sellers the Title Policy (including endorsements other than endorsements required to remove Title Objections which Seller has agreed to remove at Closing) to be issued pursuant to the Commitment, all recording and filing charges in connection with the Deed, one-half (1/2) number of any escrow or closing charges (exclusive of any escrow charges under the Lease which, pursuant to Section 6(f), shall be born solely by Landlord), all costs of Buyer’s due diligence, and any other costs customarily paid by the buyer pursuant to local practiceEscrow Shares as set forth on Exhibit B hereto. (f) Each party hereto shall pay its own attorneys. (g) Any credit due to Buyer pursuant to this Section 7 shall be applied as a credit against the Purchase Price. Any credit due to Seller pursuant to this Section 7 shall be paid to Seller in addition to, and together with, the payment of the Purchase Price at Closing. The provisions of this Section 7 shall survive the Closing or the termination of this Agreement.

Closing Adjustments. (a) Seller The following items of income and Buyer expense shall each pay one half be adjusted as of all state, county and local transfer taxesmidnight of the day immediately preceding the date of Closing: (i) Real estate taxes with respect to the Property. Assessments, if any, occasioned by for improvements to the conveyance Property completed prior to the date of Closing, whether assessment therefor has been levied or not, shall be adjusted as of the Premises date of Closing and thereafter assumed by Purchaser. (ii) Fuel, water and sewer service charges and charges for oil, electricity, telephone and all other public utilities. (iii) Rental and all other income (including common area charges and other "pass-throughs") received from tenants. (vi) All charges payable pursuant to Assumed Contracts for the transactions contemplated herein and provision of services to the parties shall each execute and deliver any tax form, return or affidavit required in connection with the payment of such transfer taxes or the application for an exemption therefromProperty. (b) All If meters measure the consumption of water, gas and/or electric current at the Property by Seller (as opposed to by tenants thereof), Seller shall use reasonable efforts to cause such meters to be read on the day immediately preceding the date of Closing and shall pay all utility bills resulting therefrom promptly upon receipt thereof. Purchaser shall have the right to escrow a reasonable sum to insure payment in full of Seller's obligation to pay the water xxxx described above. In making the adjustments required by this subsection, Seller shall receive credit for all prepaid expenses and similar items that are due on or after the date of Closing, and Seller shall be charged with any unpaid charges for the period prior to the date of Closing. No adjustment shall be made for rents, including all items of additional rent such as common area maintenance charges, real estate taxes and other charges (collectively and individually, the "Charges"), that are past due as of the date of Closing, but Purchaser shall exercise reasonable efforts following the date of Closing to collect any such unpaid rents and payable charges. In the event that amounts are collected by Purchaser (after the date of Closing) from any tenant of the Property whose lease obligations are past due as of the date of Closing, Purchaser shall first apply such sum(s) against the amount then currently due Purchaser, and then pay to Seller, from such collected funds, the balance owed Seller for the calendar or fiscal yearperiod prior to the date of Closing, if any. The obligation of the Purchaser set forth above to pay any balance of collected funds to Seller for the period prior to the date of Closing shall survive Closing. Seller shall have the right after the date of Closing to commence an action against any tenant of the Property to collect amounts due Seller from any such tenant with respect to periods prior to Closing, provided that Seller shall not be entitled to dispossess any such tenant as the case may be, in which the Closing takes place allocable or imposed upon the Premises shall be payable by Sellera result of such action. (c) Seller shall pay use all additional or “roll-back” taxes allocable reasonable efforts to deliver to Purchaser, at least five (5) business days prior to the period before date of Closing, a schedule depicting the Closing Date imposed against adjustments required by this subsection (including a draft settlement statement to be executed by the Premises pursuant parties at Closing), and Purchaser and Seller shall attempt to confirm to their mutual satisfaction all such amounts no later than two (2) business days prior to the Farmland and Forest Rollback Act and the Open Space Rollback Act which are assessed or imposed against the Premises, whether before or after the Closing Date, as a result date of any agreement entered into by Seller or Seller’s predecessor in titleClosing. (d) If Within sixty (60) days following the Closing, the Seller and Purchaser will cooperate in preparing (including allowing Seller or its agent access to the Property and its records related thereto) a final report to Purchaser setting forth the final determination of all items included on the Effective DateSettlement Statement. In the event that, at any time within said sixty (60) day period, either party discovers any items which should have been included in the Premises or any part thereof Settlement Statement but were omitted therefrom, such items shall be or adjusted in the same manner as if their existence had been known at the time of the preparation of the Settlement Statement. The foregoing limitation shall have been affected not apply to any item which, by an assessment or assessments which are or may become payable in annual installmentsits nature, of which cannot be finally determined within the first installment is then a charge or lienperiod specified. However, or has been paid, then for the purposes of this Agreement all the unpaid installments of any such assessment, including those which are to become due and payable after the Closing Date, no further adjustments shall be deemed to be due and payable and to be liens upon the Premises affected thereby and shall be paid and discharged by Sellermade in any event beyond one (1) year after Closing. (e) Buyer shall pay all premiums and charges of the Title Company for the Title Policy (including endorsements other than endorsements required to remove Title Objections which Seller has agreed to remove at Closing) to be issued pursuant to the Commitment, all recording and filing charges in connection with the Deed, one-half (1/2) of any escrow or closing charges (exclusive of any escrow charges under the Lease which, pursuant to Section 6(f), shall be born solely by Landlord), all costs of Buyer’s due diligence, and any other costs customarily paid by the buyer pursuant to local practice. (f) Each party hereto shall pay its own attorneys. (g) Any credit due to Buyer pursuant to this Section 7 shall be applied as a credit against the Purchase Price. Any credit due to Seller pursuant to this Section 7 shall be paid to Seller in addition to, and together with, the payment of the Purchase Price at Closing. The provisions of this Section 7 shall survive the Closing or the termination of this Agreement.

Closing Adjustments. (a) The income and expenses arising from the operation of the Facilities prior to the date of Closing shall be for the account of Seller and the income and expenses arising from the operation of the Facilities on or after the date of Closing shall be for the account of Buyer. On the date of Closing, Seller and Buyer shall each pay one half determine the amount of all statesuch items, county prorated as of the date of Closing (the "Closing Prorations"). Seller shall be entitled to all payments applicable to resident housing and local transfer taxescare prior to the date of Closing and Seller shall be responsible for all expenses arising or incurred prior to the date of Closing. If funds belonging to Seller or any payments applicable to the operation of the facilities prior to the date of Closing payment are received by Buyer, if anythose funds shall be transmitted by Buyer to Seller promptly. If any payments applicable to the operation of the Facilities on or after the date of Closing have been or are received by Seller, occasioned those funds shall be transmitted by Seller to Buyer promptly. Unless otherwise agreed to by the conveyance parties, Seller shall pay, at time of the Premises Closing, all of its incurred and the transactions contemplated herein deemed expenses to date of Closing, including without limitation all salaries, wages, and the parties other charges and expenses which may properly be accrued to date of Closing, except as provided in subsection (b), below. Seller and Buyer agree that should Buyer be compelled to pay any debts or bills properly payable by Seller, Seller shall each execute and deliver any tax form, return or affidavit required in connection with the payment of promptly pay such transfer taxes or the application for an exemption therefromamount to Buyer. (b) All real estate taxes due Notwithstanding the foregoing, Buyer shall assume the obligations for accrued and payable for the calendar or fiscal yearvested vacation and personal leave time pay, as of the case may bedate of Closing, of employees of Seller that become employees of Buyer, to the extent that Buyer has received a credit therefor in which the Closing takes place allocable or imposed upon Prorations. Seller shall provide to Buyer, within fifteen (15) days following the Premises shall execution of this Agreement, a schedule of all employees at the Facilities, their currently applicable wage rates, and their deemed vacation pay as of the date reflected thereon and as projected to be payable by Selleras of the date of Closing. (c) Costs and expenses associated with the sale of Seller's Assets to Buyer shall be allocated between the parties as follows: (i) Seller shall pay all additional or “roll-back” taxes allocable to the period before state deed tax and Buyer shall pay the Closing Date imposed against the Premises pursuant to the Farmland recording and Forest Rollback Act and the Open Space Rollback Act which are assessed or imposed against the Premises, whether before or after the Closing Date, as a result of any agreement entered into by Seller or Seller’s predecessor in title. (d) If on the Effective Date, the Premises or any part thereof shall be or shall have been affected by an assessment or assessments which are or may become payable in annual installments, of which the first installment is then a charge or lien, or has been paid, then for the purposes of this Agreement all the unpaid installments of any such assessment, including those which are to become conservation fees due and payable after for recording of the Closing Date, shall be deemed warranty deed given to be due and payable and transfer to be liens upon Buyer title to the Premises affected thereby and shall be paid and discharged by Seller.Real Property; (eii) Seller shall pay the cost of the real property title insurance commitments and the UCC Searches, and provide Buyer with the Surveys that Seller presently has, and Buyer shall pay the cost of the Owner's and Lender's Title Policies, including the cost of any title endorsements to the Title Policies required by Buyer or Buyer's lender; (iii) Buyer shall pay all premiums the mortgage registration tax and charges cost of any recording fees for recording the First and Second Mortgages and UCC-1 Financing Statements; (iv) Buyer and Seller shall each pay their own attorneys' fees; (v) Buyer and Seller shall pay any escrow fees equally; (vi) Buyer will pay for the cost of the Title Company environmental assessment (as defined below). In addition, in the event that Seller elects to cure any problems identified in the environmental assessment in accordance with Section 14(b), Seller will pay for the Title Policy cost of curing such problems; and (including endorsements other than endorsements required vii) In the event Seller elects to remove Title Objections which Seller has agreed to remove at Closing) to be issued pursuant cure any objections Buyer makes to the Commitmentitems described in the Title Commitments or the UCC Searches, all recording and filing charges in connection with the Deed, one-half (1/2) of any escrow or closing charges (exclusive of any escrow charges under the Lease which, pursuant to Section 6(f), shall be born solely by Landlord), all costs of Buyer’s due diligence, and any other costs customarily paid by the buyer pursuant to local practice. (f) Each party hereto then Seller shall pay its own attorneysthe cost of curing such objections. (g) Any credit due to Buyer pursuant to this Section 7 shall be applied as a credit against the Purchase Price. Any credit due to Seller pursuant to this Section 7 shall be paid to Seller in addition to, and together with, the payment of the Purchase Price at Closing. The provisions of this Section 7 shall survive the Closing or the termination of this Agreement.

Closing Adjustments. (a) A. Adjustments shall be made between Seller and Buyer Purchaser for the following items, prorated on a per diem basis, as of midnight of the day preceding the date of the Closing: (1) All taxes and assessments which have become a lien upon the land, whether recorded or not recorded, at the date of this Agreement shall each pay one half of all state, county and local transfer be paid by the Seller. Current taxes, if any, occasioned by the conveyance shall be prorated and adjusted as of the date of Closing in accordance with DUE date basis of the municipality or taxing unit in which the Premises is located without regard to Public Act 80 or 297 of 1994, as amended. For purposes of this Agreement, all real property taxes are to be considered and the transactions contemplated herein and the parties shall each execute and deliver any tax form, return or affidavit required paid in connection with the payment of such transfer taxes or the application for an exemption therefromadvance. (b2) All real estate taxes due To the extent there are any charges for water, electricity, sewer rental, gas, telephone and payable other utilities for the calendar Premises or fiscal yearrelated assessments for utility capacity (normally billed to Seller, as not to tenants) will be paid by Seller on a per diem basis on the case may be, basis of the most recent available bills (subject to readjustment on receipt of bills covering the period in which the Closing takes place allocable or imposed upon occurs), provided that Seller shall use its best efforts to procure final meter readings of such utilities as of the Premises date of the Closing (if such reading is obtained, no proration of utilities shall be payable by Seller. necessary) and to have such bills rendered directly to Seller (c) Seller shall pay all additional or “roll-back” taxes allocable will deliver to the period before the Closing Date imposed against the Premises pursuant to the Farmland and Forest Rollback Act and the Open Space Rollback Act which are assessed or imposed against the Premises, whether before or after the Closing Date, as a result of any agreement entered into by Seller or Seller’s predecessor in title. (d) If on the Effective Date, the Premises or any part thereof shall be or shall have been affected by an assessment or assessments which are or may become payable in annual installments, of which the first installment is then a charge or lien, or has been paid, then for the purposes of this Agreement all the unpaid installments Purchaser copies of any such assessmentbills rendered to Seller within five (5) days of Seller's receipt thereof). To the extent deposits held on Seller's behalf by utility companies are transferable to Purchaser, including those which are to become due Seller shall receive a credit at Closing in the amount of such deposits and payable after the Closing Date, such deposits shall be deemed to be due transferred and payable placed in the name of Purchaser. Otherwise, Seller shall receive a refund of such deposits and to be liens upon the Premises affected thereby and Purchaser shall be paid and discharged by Seller. (e) Buyer shall pay all premiums and charges of the Title Company for the Title Policy (including endorsements other than endorsements required to remove Title Objections which Seller has agreed to remove at Closing) to be issued pursuant have no claim with regard to the Commitment, all recording and filing charges in connection with the Deed, one-half (1/2) of any escrow or closing charges (exclusive of any escrow charges under the Lease which, pursuant to Section 6(f), shall be born solely by Landlord), all costs of Buyer’s due diligence, and any other costs customarily paid by the buyer pursuant to local practicesame. (f) Each party hereto shall pay its own attorneys. (g) Any credit due to Buyer pursuant to this Section 7 shall be applied as a credit against the Purchase Price. Any credit due to Seller pursuant to this Section 7 shall be paid to Seller in addition to, and together with, the payment of the Purchase Price at Closing. The provisions of this Section 7 shall survive the Closing or the termination of this Agreement.

Closing Adjustments. 23.1 All usual adjustments of taxes, rates, local improvement assessments and other charges and all other costs normally adjusted for on a sale of property similar to the Property in British Columbia will be made as of 12:00 a.m. on the Completion Date. The Vendor will receive the benefit of all income and will be responsible for all expenses incurred in operating and maintaining the Property incurred for and attributable up to 11:59 p.m. on the day preceding the Completion Date and the Purchaser will receive the benefit of all income and be responsible for all expenses from and including the Completion Date. The adjustments will include the adjustment referred to in Section 3.4. 23.2 In respect to change orders and the Construction Contract, the parties agree the Purchase Price will be adjusted as follows: (a) Seller and Buyer shall each pay one half of all state, county and local transfer taxes, if any, occasioned the Purchase Price will be increased for any change order requested by the conveyance Purchaser that amends or modifies the Contract Plans and Specifications and increases the cost to construct the project, and the increase will be equal to the amount the cost to construct the project is directly increased as a result of the Premises and change order, without any markup by the transactions contemplated herein and the parties shall each execute and deliver any tax form, return or affidavit required in connection with the payment of such transfer taxes or the application for an exemption therefrom.Vendor; (b) All real estate taxes due the Purchase Price will be decreased for any change order requested by the Purchaser that amends or modifies the Contract Plans and payable for Specifications and decreases the calendar or fiscal yearcost to construct the project, and the decrease will be equal to the amount the cost to construct the project is directly decreased as a result of the case may be, in which the Closing takes place allocable or imposed upon the Premises shall be payable by Seller.change order; (c) Seller shall pay all additional the Purchase Price will not be increased or “roll-back” taxes allocable decreased with respect to any change order requested by the period before Purchaser that is with respect to a change to accommodate the Closing Date imposed against City, any Permits, applicable laws or should reasonably have been addressed by the Premises pursuant to the Farmland and Forest Rollback Act Vendor and the Open Space Rollback Act which are assessed or imposed against Contractor in the Premises, whether before or after the Closing Date, as a result of any agreement entered into by Seller or Seller’s predecessor in title.Contract Plans and Specifications; and (d) If the Purchase Price will not be increased or decreased with respect to any permitted change order requested by the Vendor regardless of whether the permitted change order requested by the Vendor directly increases or decreases the cost to construct the project. 23.3 Any adjustments which are not capable of being calculated on the Effective Completion Date will be adjusted between the parties as soon as possible after the Completion Date, and, at Closing, the Premises or any part thereof shall be or shall have been affected by parties will execute and deliver to each other an assessment or assessments which are or may become payable in annual installments, of which the first installment is then a charge or lien, or has been paid, then undertaking to re-adjust for the purposes of this Agreement all the unpaid installments of any such assessment, including those which are to become due and payable after the Closing Date, shall be deemed to be due and payable and to be liens upon the Premises affected thereby and shall be paid and discharged by Sellerthereof. (e) Buyer shall pay all premiums and charges of the Title Company for the Title Policy (including endorsements other than endorsements required to remove Title Objections which Seller has agreed to remove at Closing) to be issued pursuant to the Commitment, all recording and filing charges in connection with the Deed, one-half (1/2) of any escrow or closing charges (exclusive of any escrow charges under the Lease which, pursuant to Section 6(f), shall be born solely by Landlord), all costs of Buyer’s due diligence, and any other costs customarily paid by the buyer pursuant to local practice. (f) Each party hereto shall pay its own attorneys. (g) Any credit due to Buyer pursuant to this Section 7 shall be applied as a credit against the Purchase Price. Any credit due to Seller pursuant to this Section 7 shall be paid to Seller in addition to, and together with, the payment of the Purchase Price at Closing. The provisions of this Section 7 shall survive the Closing or the termination of this Agreement.

Closing Adjustments. (a) Seller Except as otherwise set forth in this Section 2.6, all revenues and expenses of the Facility applicable to the period of time before and after the Closing shall be allocated between the Sellers and the Buyer as provided herein. Pursuant to such allocation, the Sellers shall be entitled to all revenue (other than Accounts Receivable, Entrance Fee Receivables and receivables of the Health Center Operator) and shall be responsible for all expenses for the period of time up to but not including the Closing Date, and the Buyer shall each pay one half be entitled to all revenue and shall be responsible for all expenses for the period of time from, after and including the Closing Date. Such allocations and adjustments shall be shown on the closing statement to be executed by the parties on the Closing Date (with such supporting documentation as the parties hereto may reasonably require being attached as exhibits to the closing statement) and shall increase or decrease (as the case may be) the cash amount payable by the Buyer to the Sellers at Closing. All prorations shall be made on the basis of the actual number of days in the year and month in which the Closing occurs or in the period of computation. No prorations or allocations shall be made with respect to Entrance Fee Receivables, Accounts Receivable or receivables of the Health Center Operator, except to the extent specifically set forth in Section 2.6(c) of this Agreement. (i) Without limiting the generality of the foregoing, the following items of revenue and expense shall be allocated and prorated at Closing: utility charges; water and sewer charges; real estate taxes and all state, county other public and local transfer governmental taxes, if anycharges and assessments; charges for oil and heating services; charges under the Transferred Contracts; and assessments against the Real Property or the Facility or its operations. Notwithstanding the foregoing, occasioned by the conveyance of Buyer shall be responsible for establishing new utility accounts with its vendors to be effective on the Premises and Closing Date. (ii) The Sellers shall be responsible for payments owing on deliveries made prior to the transactions contemplated herein and Closing Date. The Buyer shall be responsible for payments owing on deliveries made on or after the parties Closing Date. (iii) The Sellers shall each execute and deliver receive a credit for any tax form, return or affidavit required prepaid expenses in connection with any Assumed Liabilities on or after the payment Closing Date. The Buyer shall receive a credit for that portion of such transfer taxes any monthly fees paid to the Sellers or the application for an exemption therefromHealth Center Operator prior to the Closing Date under the Life Care Contracts, the HC Occupancy Agreements, or other contracts with residents that relate to periods from and after the Closing Date. (b) All real estate taxes due and payable for the calendar or fiscal year, as the case may be, in which the Closing takes place allocable or imposed upon the Premises shall be payable by Seller. (c) Seller shall pay all additional or “roll-back” taxes allocable to the period before the Closing Date imposed against the Premises pursuant to the Farmland and Forest Rollback Act and the Open Space Rollback Act which are assessed or imposed against the Premises, whether before or after the Closing Date, as a result of any agreement entered into by Seller or Seller’s predecessor in title. (d) If on the Effective Date, the Premises or any part thereof shall be or shall have been affected by an assessment or assessments which are or may become payable in annual installments, of which the first installment is then a charge or lien, or has been paid, then for the purposes of this Agreement all the unpaid installments of any such assessment, including those which are to become due and payable after the Closing Date, shall be deemed to be due and payable and to be liens upon the Premises affected thereby and shall be paid and discharged by Seller. (e) The Buyer shall pay all premiums and charges of the Title Company for the Title Policy (including endorsements other than endorsements required to remove Title Objections which Seller has agreed to remove at Closing) to be issued pursuant to the Commitment, all recording and filing charges in connection with the Deed, one-half (1/2) of any escrow or closing charges (exclusive of any escrow charges under the Lease which, pursuant to Section 6(f), shall be born solely by Landlord), all costs of Buyer’s due diligence, and any other costs customarily paid by the buyer pursuant to local practice. (f) Each party hereto shall pay its own attorneys. (g) Any credit due to Buyer pursuant to this Section 7 shall be applied as receive a credit against the Purchase PricePrice for the amount of all accrued (vested or unvested) vacation, personal time, time off, holiday or sick leave for the Transferred Employees on the Closing Date. Any credit due to Seller pursuant to this Section 7 shall be paid to Seller in addition to, and together with, To the payment extent that any Transferred Employee is terminated by the Buyer (or its manager or lessee) as a result of the Purchase Price at Closing. The provisions of this Section 7 Buyer (or its manager or lessee) not receiving a satisfactory post-closing background check, drug test or license verification for such Transferred Employee, then the Buyer (or Buyer’s manager, lessee or other designee) shall survive promptly following such termination pay to the Closing or the termination of this Agreement.Sellers an amount equal to the

Closing Adjustments. The prorations and adjustments described in this Section 10 (collectively the "Closing Adjustments") shall be made between Buyer and Seller at Closing or thereafter in accordance with the following: (a) Seller All state and Buyer county ad valorem taxes and similar impositions levied or imposed upon or assessed against the Property (the "Taxes") for the year in which Closing occurs shall each pay one half of all state, county and local transfer taxes, if any, occasioned by the conveyance be prorated as of the Premises and the transactions contemplated herein and the parties shall each execute and deliver any tax form, return or affidavit required in connection with the payment of such transfer taxes or the application for an exemption therefromClosing Date. (b) All real estate taxes due Unless Buyer initiates new utility accounts or contracts with the applicable utility providers, all utility charges (including, without limitation, telephone, water, storm and payable for the calendar or fiscal yearsanitary sewer, electricity, gas, garbage and waste shall be prorated as the case may be, in which of the Closing takes place allocable or imposed upon the Premises Date, transfer fees required with respect to any such utility shall be payable paid by Seller.or charged to Buyer, and Seller shall be credited with any deposits transferred to the account of Buyer; (c) All sums paid by parties under the Facility Agreements, shall be prorated as of the Closing Date; (d) Unless otherwise agreed to in writing by Seller shall pay all additional or “roll-back” taxes allocable and Buyer, (i) All Property income and receivables relating to the period before periods prior to the Closing Date imposed against shall remain the Premises pursuant property of Seller; (ii) All Property income and receivables relating to the Farmland and Forest Rollback Act and the Open Space Rollback Act which are assessed or imposed against the Premises, whether before periods commencing on or after the Closing Date, as a result Date shall be the property of any agreement entered into by Buyer. Income from the Property received for/during the month of the Closing shall be prorated between Seller or Seller’s predecessor in title.and Buyer; and (diii) If on All other items of expense and income regarding the Effective Date, operation and ownership of the Premises or any part thereof Property shall be or shall have been affected by an assessment or assessments which are or may become payable in annual installments, prorated as of which the first installment is then a charge or lien, or has been paid, then for the purposes of this Agreement all the unpaid installments of any such assessment, including those which are to become due and payable after the Closing Date, shall be deemed to be due and payable and to be liens upon the Premises affected thereby and shall be paid and discharged by Seller. (e) The parties acknowledge that not all invoices for expenses incurred with respect to the Property prior to the Closing will be received by the Closing and that a mechanism needs to be in place so that such invoices can be paid as received. All of the Closing Adjustments will be done on an interim basis at the Closing and will be subject to final adjustment in accordance with this Section 10(e). After Closing, upon receipt by Buyer of an invoice for the Property's operating expenses that are attributable in whole or in part to a period prior to the Closing and that were not apportioned at Closing, Buyer shall within ten (10) days submit to Seller a copy of such invoice with such additional supporting information as Seller shall reasonably request. Within ten (10) days of receipt of such copy, Seller shall pay all premiums and charges of the Title Company for the Title Policy (including endorsements other than endorsements required to remove Title Objections which Seller has agreed to remove at Closing) to be issued pursuant Buyer an amount equal to the Commitment, all recording and filing charges in connection with portion of such invoice attributable to the Deed, one-half (1/2) of any escrow or closing charges (exclusive of any escrow charges under period ending on the Lease which, pursuant to Section 6(f), shall be born solely by Landlord), all costs of Buyer’s due diligence, and any other costs customarily paid by the buyer pursuant to local practiceClosing Date. (f) Each party hereto shall pay its own attorneys. (g) Any credit due to Buyer pursuant to In the event that any of the prorations or adjustments described in this Section 7 10 are based upon estimated or erroneous information, then the parties shall make between themselves any equitable adjustment required by reason of any difference between such estimated or erroneous amounts and the actual amounts of such sums within ten (10) days following the receipt by the parties of information correcting or finalizing such estimated or erroneous information. In making the prorations required by this Section 10, the economic burdens and benefits of ownership of the Property for the Closing Date shall be applied as a credit against the Purchase Price. Any credit due allocated to Seller pursuant to this Section 7 shall be paid to Seller in addition to, and together with, the payment of the Purchase Price at ClosingBuyer. The provisions of this Section 7 10 shall survive the Closing or the termination for a period of this Agreementtwelve (12) months.

Closing Adjustments. (a) All adjustments customary in asset acquisitions, including, without limitation, rents, security deposits, real estate taxes, water charges and other taxes and charges related to any Real Property, and any tax certiorari proceedings and refunds or assessments related thereto, if relating to a period before and after the Formation Closing, shall be apportioned between Seller and Buyer the LLC. All such adjustments shall each pay one half be made at the time of the Formation Closing except for those adjustments that cannot be determined as of the Formation Closing. If such adjustment cannot be determined as of the Formation Closing it shall be determined as promptly as practicable following the end of the period to which it related and paid not later than two business days after such determination. Promptly after the final determination of all stateadjustments, county the adjustments shall be netted, and local transfer taxes, if any, occasioned any net adjustment amount owing shall be paid in cash by the conveyance of the Premises and the transactions contemplated herein and the parties shall each execute and deliver any tax form, return or affidavit required in connection with the payment of such transfer taxes Seller or the application for an exemption therefrom. (b) All real estate taxes due and payable for the calendar or fiscal yearLLC, as the case may be, in which to the other. (b) Seller shall pay to the LLC at the time of the Formation Closing takes place allocable the aggregate amount of all prepayments made to or imposed upon advances received by Seller under all Contracts being assigned to the Premises shall LLC pursuant to this Agreement including, but not limited to, all deposits made with respect to such agreements for services to be payable by Sellerrendered after the Formation Closing. (c) Seller The LLC shall pay all additional or “roll-back” taxes allocable to Seller at the period before the Closing Date imposed against the Premises pursuant to the Farmland and Forest Rollback Act and the Open Space Rollback Act which are assessed or imposed against the Premises, whether before or after the Closing Date, as a result of any agreement entered into by Seller or Seller’s predecessor in title. (d) If on the Effective Date, the Premises or any part thereof shall be or shall have been affected by an assessment or assessments which are or may become payable in annual installments, of which the first installment is then a charge or lien, or has been paid, then for the purposes of this Agreement all the unpaid installments of any such assessment, including those which are to become due and payable after the Closing Date, shall be deemed to be due and payable and to be liens upon the Premises affected thereby and shall be paid and discharged by Seller. (e) Buyer shall pay all premiums and charges time of the Title Company for Formation Closing the Title Policy (including endorsements other than endorsements required to remove Title Objections which Seller has agreed to remove at Closing) to be issued pursuant to the Commitment, aggregate amount of all recording and filing charges in connection with the Deed, one-half (1/2) of any escrow prepayments or closing charges (exclusive of any escrow charges under the Lease which, pursuant to Section 6(f), shall be born solely by Landlord), all costs of Buyer’s due diligence, and any other costs customarily paid advances made by the buyer pursuant Seller under all Contracts assigned to local practice. (f) Each party hereto shall pay its own attorneys. (g) Any credit due to Buyer and assumed by the LLC pursuant to this Section 7 shall Agreement, but only to the extent such prepayments or advances apply to shipments to be applied as a credit against made by vendors or received at the Terminal after the Formation Closing. LLC Interests; and Managing Member Appointment.ests; Consideration for 3.1 Purchase Priceand Sale of LLC Interests. Any credit due to Seller pursuant to this Section 7 shall be paid to Seller in addition toOn the LLC Interest Closing date, and together with, the payment immediately after completion of the Purchase Price at Formation Closing. The provisions , Seller and AFFCO will sell and transfer to Buyer, and Buyer will purchase from Seller and AFFCO, free and clear of this Section 7 shall survive any liens or encumbrances of any nature whatsoever, an aggregate of 50,000 LLC Units in the Closing or LLC, which will represent fifty percent (50%) of the termination LLC Units owned by Seller, and fifty percent (50%) of this Agreementthe LLC Units owned by AFFCO, and which in the aggregate will represent fifty percent (50%) of all outstanding LLC Units (collectively the APurchased LLC Units@).

Closing Adjustments. (a) Seller and Buyer Closing adjustments shall each pay one half be made as of all state, county and local transfer taxes, if any, occasioned by 12:00:01 A.M. on the conveyance day of the Premises and Closing Date (the transactions contemplated herein and the parties shall each execute and deliver any tax form, return or affidavit required in connection with the payment of such transfer taxes or the application for an exemption therefrom“Adjustment Date”). (b) All real estate taxes due Seller shall be entitled to all revenues from the Property relating to the period prior to the Adjustment Date, and payable Buyer shall be entitled to all such revenues relating to the period from and after the Adjustment Date. Seller shall be responsible for the calendar payment and discharge of all expenses, obligations and liabilities relating to the Property arising or fiscal yearaccruing prior to the Adjustment Date. Seller shall pay and discharge and defend, as the case may beindemnify and hold harmless Buyer from and against all such expenses, in which the Closing takes place allocable or imposed upon the Premises shall be payable by Sellerobligations and liabilities. (c) Revenues and expenses that are allocable to a period of time falling in part on or before, and in part after, the Adjustment Date shall be apportioned between such respective portions of the period in question according to the number of days in each, so that Seller shall pay all additional or “roll-back” taxes allocable will receive the portion of such revenues, and bear the portion of such expenses, apportioned to the period before the Adjustment Date, and Buyer will receive and bear the balance of each relating to the period from and after the Adjustment Date. Without limiting the generality of this paragraph (c): (i) Personal property taxes, real property taxes, water and sewer rents and charges, utility fees and charges, and all other fees, taxes and charges relating to or payable in connection with the use, occupancy, maintenance, ownership and operation of the Property, shall be adjusted and prorated on the basis of the fiscal year for which assessed, or the fiscal period covered by the appropriate invoice, xxxx or statement, or based on the most recently available meter reading therefor. Metered utility charges for the period from the last reading date prior to the Closing Date imposed against through the Premises pursuant Adjustment Date shall be apportioned on the basis of such last reading, but shall be reapportioned according to actual charges promptly after the Farmland first reading following the Closing Date. Unmetered water charges shall be apportioned on the basis of the charges therefor for the same period in the preceding calendar year, but applying the current rate thereto. (ii) All rents under the Leases (including base rents, percentage rents, common area maintenance charges and Forest Rollback Act other charges payable by any Tenant to Seller under the Leases, if any) (collectively, the “Rents”) that are in arrears as of the Adjustment Date shall be identified in writing on the Certified Rent Roll (as defined below), but shall not be adjusted on the Closing Date. Buyer shall remit the appropriate portion of the same to Seller, as, when and the Open Space Rollback Act which are assessed or imposed against the Premises, whether before or if received after the Closing Date, as provided that all Rents received from and after the Closing Date shall be deemed to represent Rents most recently due and payable, in inverse order of arrearage. Rents paid for a result of any agreement entered into period that includes days before and on or after the Adjustment Date shall be adjusted and prorated for such period promptly after receipt thereof by Buyer or Seller. (iii) Fuel, if any, that has been purchased by Seller or shall be adjusted and prorated on the basis of the written estimate of the quantity and current price therefor (including sales tax, if any) by Seller’s predecessor fuel supplier on or about the Adjustment Date. (iv) Seller shall receive a credit for deposits made by Seller with utility companies, provided reasonable proof that such deposits are then being held has been provided to Buyer. Alternatively, Seller shall be entitled to request a return of said deposits from the vendors or utility companies, in titlewhich event it shall not receive such a credit at the Closing. (v) Buyer shall receive a credit for any deposit, prepaid rent or other payments made to Seller by any Tenant prior to the Closing Date with respect to the use of the Property after the Closing Date. (d) If Seller shall be responsible for all income, franchise and other taxes imposed on Seller, or its income, or on the Effective DateProperty (“Taxes”) for all taxable periods or portions of taxable periods, ending before the Premises or any part thereof Adjustment Date (the “Pre-Closing Period”). Buyer shall be responsible for all Taxes imposed on the Property or Buyer’s income for all taxable periods or portions of taxable periods beginning on the Adjustment Date (the “Post-Closing Period”). Seller shall have been affected by an assessment indemnify and hold Buyer harmless from and against all liability from Taxes attributable to the Pre-Closing Period. If Buyer receives a refund, credit or assessments which are reduction of Taxes attributable in whole or may become payable in annual installmentspart to the Pre-Closing Period, Buyer shall promptly reimburse the Seller for such portion of which such refund, credit or reduction of Taxes. If Seller receives a refund or reduction of Taxes attributable in whole or in part to the first installment is then a charge Post-Closing Period, Seller shall promptly reimburse Buyer for such portion of such refund, credit or lien, or has been paid, then for the purposes reduction of this Agreement all the unpaid installments of any such assessment, including those which are to become due and payable after the Closing Date, shall be deemed to be due and payable and to be liens upon the Premises affected thereby and shall be paid and discharged by Sellertaxes. (e) Buyer shall pay all premiums and charges of the Title Company for the Title Policy (including endorsements other than endorsements required to remove Title Objections which Seller has agreed to remove at Closing) to be issued pursuant to the Commitment, all recording and filing charges in connection with the Deed, one-half (1/2) of any escrow or closing charges (exclusive of any escrow charges under the Lease which, pursuant to Section 6(f), shall be born solely by Landlord), all costs of Buyer’s due diligence, and any other costs customarily paid by the buyer pursuant to local practice. (f) Each party hereto shall pay its own attorneys. (g) Any credit due to Buyer pursuant to this Section 7 shall be applied as a credit against the Purchase Price. Any credit due to Seller pursuant to this Section 7 shall be paid to Seller in addition to, and together with, the payment of the Purchase Price at Closing. The provisions of this Section 7 5 shall survive the Closing or closing of the termination sale of this Agreementthe Property hereunder (the “Closing”).

Closing Adjustments. Except as otherwise herein provided, the following items shall be paid, prorated and/or adjusted as of the close of business on the day prior to the Closing Date (the "Proration Date"), as follows: 9.1 All real estate taxes and all personal property taxes accruing with respect to the period ending on, but inclusive of, the Proration Date, and all penalties and interest thereon, and all certified and other special assessments affecting the Properties shall be paid in full by Seller (or credited to Purchaser) at Closing; provided, however, that, if any such certified and special assessments shall be pending or payable in installments, Seller only shall be responsible for paying the portion of such assessments accruing with respect to the period ending on, but inclusive of, the Proration Date. 9.2 Current real estate and personal property taxes shall be prorated as of the Proration Date, on an "accrual" basis in accordance with the standard closing practice of the county in which the Property, with respect to which such item shall relate, is located. The parties hereby further do agree to re-prorate such real estate taxes promptly upon Purchaser's receipt of the actual tax bill for the tax year in questiox. Xn no event shall Seller be charged with or be responsible for any increase in such taxes resulting from the sale of the Interests or improvements made to the Properties after the Closing. Seller shall be entitled to retain the full amount of any tax refund received by Purchaser or Seller after the Closing and attributable to a period prior to the Closing, if such refund shall not be owed to Tenants pursuant to any leases. Purchaser promptly shall deliver the full amount of such tax refund to Seller, if the same shall have been received by Purchaser. The foregoing shall not be merged into this Agreement and shall survive the Closing. 9.3 Any non-cash security deposits shall be assigned (and all consents necessary to effectuate such assignment shall have been obtained) to Purchaser at the Closing, and Seller reasonably shall cooperate with Purchaser to change the named beneficiary under such security deposits, if, on the Proration Date, such deposits are not to be in the name of Purchaser or Aero SeaTac, as the case may be, all at Seller's sole cost and expense). In the event that as of a Closing, Seller has not obtained all necessary consents or otherwise effectuated the assignment of any non-cash security deposits with respect to any Properties acquired by Purchaser at such Closing, Seller shall use diligent commercially reasonable efforts to obtain such consents and cause such assignment to occur promptly after the Closing at Seller's expense. In addition, with respect to any such non-cash security deposits for which a consent has not been obtained or which has not been assigned as of the applicable Closing, if a tenant defaults under its lease and the landlord would have the right to apply any such non-cash security deposit, then Seller shall, upon Purchaser's written request, draw down on such non-cash security deposit and immediately deliver the proceeds therefrom to Purchaser and Purchaser agrees to indemnify, defend and hold Seller harmless against any Losses arising out of any claims by the applicable tenant arising as a result of the drawing down of such non-cash security deposit. 9.4 All of the following will be credited to Purchaser as of the Proration Date: (a) prepaid rent and rent paid for the balance of the month of the Closing, (b) cash security deposits made by Tenants, along with all interest thereon that shall be due to such Tenants, but not including interest earned thereon that shall belong to Seller and Buyer shall each pay one half of all state, county and local transfer taxesor Aero SeaTac, if any, occasioned received by Seller or Aero SeaTac, as the conveyance case may be, prior to the Proration Date, (c) except as provided in Paragraph 6.6(b), the amount of any Landlord Obligations remaining unpaid as of (or with respect to rent abatements, the amount applicable to the period occurring after) the applicable Closing, and (d) utility costs, operating expenses, insurance costs, personal property expenses and real estate tax expenses (collectively, "Expense Contributions") that shall have been prepaid by Tenants. Any payment of rental obligations or Expense Contributions due, but not received, on the Proration Date, from Tenants, as well as any unbilled Expense Contributions accrued as of the Premises Closing (collectively, the "Credit Items"), shall be paid by Purchaser to Seller as and when such amounts are collected from the transactions contemplated herein applicable Tenants and the parties shall each execute after Purchaser is made current on all rental obligations and deliver any tax form, return or affidavit required in connection with the payment of such transfer taxes or the application for an exemption therefrom. (b) All real estate taxes Expense Contributions due and payable following the Closing. Following the Closing Date, if Seller or Aero SeaTac shall receive any payments from any Tenant, all such payments, other than Credit Items, promptly shall be remitted to Purchaser, and Seller shall take all steps as reasonably shall be necessary to notify the remitting party that all future payments should be sent to Purchaser. Seller shall cooperate with Purchaser in its efforts to collect Credit Items, but shall not be required to take any direct action against any Tenant for such purpose (provided that, Seller shall be entitled to sue a Tenant or take any other axxxons to collect any Credit Items due to Seller (and not previously paid to Seller) so long as such suit or other action does not seek a termination of such Tenant's Lease or eviction of such Tenant). When actual Expense Contributions shall have become known, Purchaser shall bill each Tenant, pursuant to itx xxase, for the calendar additional amount, if any, owed by such Tenant as a result of non-payment or fiscal yearunderpayment of such Tenant's share of Expense Contributions. Upon the collection of such amounts, the same shall be prorated between Seller and Purchaser based on each such Tenant's share of the amount of the applicable Expense Contribution incurred by each party and the collections from each of such Tenants of such Expense Contributions by each party, through and including the Proration Date. The amount of any refund or credit due to any Tenant as a result of collection by Seller or Aero SeaTac prior to the Closing Date of payments by any Tenant for Expense Contributions, which shall exceed the actual amount of such Expense Contributions owed by such Tenant for the period prior to the Closing Date, shall be paid by Seller to Purchaser promptly after such Expense Contributions shall have been determined. 9.5 Seller shall (and Seller shall cause Aero SeaTac to) pay all expenses necessary to repair, operate and maintain the Properties, as the case may be, in accordance with the ordinary course of its business up to the Proration Date, any such expenses which are prepaid by Seller (to the extent attributable to the period after the Proration Date) as of the Proration Date shall be credited to Seller and/or Aero SeaTac, as the case may be, and Purchaser and/or an Approved Assignee shall be responsible to pay such expenses incurred subsequent to the Proration Date. 9.6 Meters for utility services payable by Seller or Aero SeaTac, as the case may be, shall be read on or immediately prior to the Proration Date, or as close to the Closing takes place allocable or imposed upon the Premises as shall be payable possible, if a reading on the day prior to the Closing cannot be obtained, and the amounts due, as disclosed by such readings, shall be paid by Seller or credited to Purchaser. Otherwise, all utility charges and billings shall be prorated using xxx xxxl for the calendar month immexxxxely preceding the Proration Date. Any security or service deposits delivered by the Companies or Aero SeaTac to utility providers, and any interest required to be paid thereon, shall be and remain the sole property of Seller, and any refund of such security deposits shall be made directly to Seller, except to the extent such deposits shall have been assigned to Purchaser and/or the Approved Assignee(s) by Seller, in which case, Purchaser shall be debited and Seller shall be credited the amount of such assigned deposits. 9.7 Seller shall bear and pay (a) the charges to comply with the terms of Paragraph 3.1, (b) additional title insurance premiums charged in connection with issuance to a Lender of any loan policy(ies) of title insurance (and endorsements thereto), (c) Seller all fees, costs and/or expenses, including, without limitation, mortgage recording taxes, if applicable, imposed in connection with, as applicable, the (i) written consent of each Lender and each Ground Lessor, as the case may be, to the relevant transactions contemplated hereby, (ii) assumption of the Assumed Loans, the Loan Guarantees, the Ground Leases and/or the Ground Lease Guarantees, and/or (iii) release of all of the Loan Guarantors from all of the Loan Guarantees and/or all of the Ground Lease Guarantors from all of the Ground Lease Guarantees, all as contemplated hereby, including, without limitation, all assignment and/or assumption fees charged by any Lender or Ground Lessor or EDC. 9.8 Purchaser shall bear and pay all additional or “roll-back” taxes allocable to costs and expenses incurred in connection with (a) the period before Investigations, including, without limitation, the Closing Date imposed against the Premises pursuant to the Farmland and Forest Rollback Act and the Open Space Rollback Act which are assessed or imposed against the Premises, whether before or after the Closing Date, as a result preparation of any agreement entered into by Seller or Seller’s predecessor in titlePhase I, (b) any Updated Survey and/or the issuance to any lender, other than a Lender, of any loan policy(ies) of title insurance (and endorsements thereto). (d) If on the Effective Date9.9 Except as otherwise herein provided, the Premises or any part thereof each party shall be or shall have been affected by an assessment or assessments which are or may become payable in annual installmentsresponsible for, of which the first installment is then a charge or lien, or has been paid, then for the purposes of this Agreement all the unpaid installments of any such assessment, including those which are to become due and payable after the Closing Date, shall be deemed to be due and payable and to be liens upon the Premises affected thereby and shall be paid bear, any and discharged all costs and expenses incurred by Seller. (e) Buyer shall pay all premiums and charges either of the Title Company for the Title Policy (including endorsements other than endorsements required to remove Title Objections which Seller has agreed to remove at Closing) to be issued pursuant to the Commitmentthem or their respective employees, all recording and filing charges agents and/or representatives in connection with the Deedtransactions contemplated hereby, one-half (1/2) including, without limitation, those of any escrow or closing charges (exclusive of any escrow charges under the Lease whichtheir respective attorneys, pursuant to Section 6(f)accountants and consultants, which obligations shall be born solely by Landlord), all costs of Buyer’s due diligence, not merge into this Agreement and any other costs customarily paid by the buyer pursuant to local practice. (f) Each party hereto shall pay its own attorneys. (g) Any credit due to Buyer pursuant to this Section 7 shall be applied as a credit against the Purchase Price. Any credit due to Seller pursuant to this Section 7 shall be paid to Seller in addition to, and together with, the payment of the Purchase Price at Closing. The provisions of this Section 7 shall survive the Closing or the termination of this Agreement, as applicable. 9.10 All costs relating directly to any escrow and/or closing services provided in connection with the transactions contemplated hereby shall be divided equally between the parties. Any and all (a) premiums for the Title Policies and the title update charges in connection therewith, (b) state, county and local transfer, documentary and/or stamp taxes imposed regarding the transactions contemplated hereby, (c) recording fees and (d) other items that are customarily prorated in transactions similar to the transactions contemplated hereby, but have not been herein addressed, will be prorated as of the Proration Date in accordance with the standard closing practice of the county in which the Property, with respect to which such item shall relate, is located as such standard closing practice is set forth in the Side Letter Agreement. 9.11 Any non-delinquent bonds that relate to items other than real estate taxes, that, as of the Closing Date, shall be a current lien against any of the Properties shall be prorated as of the Closing Date. 9.12 All adjustments made pursuant to this Article 9 shall be paid in cash or credited against the cash portion of the Purchase Price at the Closing. All adjustments made pursuant to this Article 9 shall be made on the basis of a 365 day year and, to the extent reasonably practicable, such prorations shall be made at the Closing. To the extent any such prorations cannot be made at the Closing, the same shall be adjusted and completed after the Closing as and when complete information shall become available. Seller and Purchaser each agrees to cooperate and use its commercially reasonable efforts to complete such prorations no later than thirty (30) days after the Closing Date. Seller and Purchaser each shall use its commercially reasonable efforts prior to the Closing to prepare a schedule of prorations that shall cover current monthly rent, prepaid rent, security deposits, utility charges, operating expenses, if applicable, and real property taxes, so that such prorations can be made at the Closing. 9.13 Subject to the provisions of Paragraph 12.9, each party hereby agrees to defend, indemnify and forever hold harmless the other, from and against any Losses that such other party shall sustain by reason of the failure of the indemnifying party to pay the amounts it shall be required to pay or to take the actions it is required to take on a timely basis, pursuant to this Article 9, which indemnifications, defenses and hold harmless agreements shall not be merged into this Agreement and shall survive the Closing.

Closing Adjustments. (a) Seller On, or as soon as possible after each Closing after the Initial Closing Date, the Manager shall apply the Additional Payments received by it from investors admitted to any of the Partnerships at that Closing together with the amount subscribed by all such investors pursuant to clause 3.5(f) (or any equivalent provision of any other partnership agreement) in making payments to each of the Partnerships in such proportions as may be required so as to ensure (following any adjustments made under this clause 3.6 and Buyer after allocating the Management Fee to the Manager and the General Partner's Profit Share to the General Partner payable by reference to the Commitments of the Additional Partners with effect from the Initial Closing Date and after payment of any costs associated with any adjustments made under this clause 3.6 (other than any costs relating to stamp duty, stamp duty reserve tax or other transfer taxes arising from any reallocation or adjustment made pursuant hereto which shall each pay one half be borne by those Limited Partners whose addition to any of all statethe Partnerships results in such stamp duty, county and local stamp duty reserve tax or other transfer taxes, if any, occasioned by the conveyance )) parity between all of the Premises Partnerships and parity between the transactions contemplated herein investors in each of the Partnerships. In effecting such adjustments the Manager shall take all necessary steps including making payments to the other Partnerships and causing the parties Partnership to receive appropriate payments from the other Partnerships and shall each execute and deliver any tax formthereupon allocate all payments so made or received among the Limited Partners in such a way that, return or affidavit required in connection combination with similar provisions in the payment of such transfer taxes or agreements constituting the application for an exemption therefromother Partnerships, all investors in the Partnerships should be placed in the same economic position as if they had been admitted to the relevant Partnership on the Initial Closing Date. (b) All real estate taxes due If the Partnerships shall have made any investment prior to the admission of any additional investors to any of the Partnerships then, following such admission, the calculation made pursuant to clause 5.3(b) hereof to establish the appropriate proportion of the Aggregate Acquisition Cost of the Investment to be paid by the Partnership shall be repeated (or if no previous calculation has been made a calculation shall be made hereunder) taking into account any increase in the aggregate commitments to any of the Partnerships and payable for the calendar increase in the aggregate commitments to the Fund. The Manager shall procure that, following such calculation, appropriate adjustments are made to the proportion of the aggregate investments held by each of the Partnerships by transferring appropriate portions of any relevant Acquisition Cost to such of the Partnerships as may be necessary and similarly causing the other Partnerships respectively to transfer appropriate portions of any relevant Acquisition Cost to each of the Partnerships and in all cases procuring that appropriate cash payments are made to or fiscal year, by the appropriate Partnership. The cash payments received by any Partnership under clause 3.6(a) and this clause 3.6(b) shall not be treated as the case may be, in which the Closing takes place allocable or imposed upon the Premises proceeds of realisation of an investment and accordingly shall be payable by Sellerdistributed to the Limited Partners in repayment of Loans but in such case such amount shall be capable of being drawn down again from such Limited Partners. (c) Seller Following the Final Closing Date the Manager shall pay all additional cause the Partnership to receive payments from or “roll-back” taxes allocable make payments to the period before other Partnerships and cause the Closing Date imposed against other Partnerships to make payments to the Premises Partnership or to each other (to the extent that such reallocations have not taken place pursuant to clauses 3.6(a) and (b) above) with the Farmland intent that the expenses of the Partnerships and Forest Rollback Act and allocations made in respect of the Open Space Rollback Act which are assessed or imposed against General Partner's Profit Share shall be allocated between the Premises, whether before or after Partnerships pro-rata to their aggregate Commitments on the Final Closing Date, as a result of any agreement entered into by Seller or Seller’s predecessor in title. (d) If on the Effective Date, the Premises or any part thereof shall be or shall have been affected by an assessment or assessments which are or may become payable in annual installments, of which the first installment is then a charge or lien, or has been paid, then for the purposes of this Agreement all the unpaid installments of any such assessment, including those which are to become due and payable after the Closing Date, shall be deemed to be due and payable and to be liens upon the Premises affected thereby and shall be paid and discharged by Seller. (e) Buyer shall pay all premiums and charges of the Title Company for the Title Policy (including endorsements other than endorsements required to remove Title Objections which Seller has agreed to remove at Closing) to be issued pursuant to the Commitment, all recording and filing charges in connection with the Deed, one-half (1/2) of any escrow or closing charges (exclusive of any escrow charges under the Lease which, pursuant to Section 6(f), shall be born solely by Landlord), all costs of Buyer’s due diligence, and any other costs customarily paid by the buyer pursuant to local practice. (f) Each party hereto shall pay its own attorneys. (g) Any credit due to Buyer pursuant to this Section 7 shall be applied as a credit against the Purchase Price. Any credit due to Seller pursuant to this Section 7 shall be paid to Seller in addition to, and together with, the payment of the Purchase Price at Closing. The provisions of this Section 7 shall survive the Closing or the termination of this Agreement.

Closing Adjustments. (a) The following items shall be apportioned between Seller and Buyer Purchaser, as of the Closing Date, and the net amount due to Seller or Purchaser shall each pay one half be paid on the Closing Date: (i) Real estate Taxes on a per diem basis for the period for which assessed; provided, however, if the Closing Date shall occur before the Tax liability for such period that includes the Closing Date is fixed, then the apportionment of all statereal estate Taxes shall be upon the basis of the Tax liability theretofore assessed for the preceding period (provided, county however, that, to the extent Seller receives any notices of reassessment after the date hereof and local transfer taxesprior to the Closing Date, Seller shall promptly provide copies thereof to Purchaser and the apportionment shall be made on the basis thereof), and at the request of either party such apportionment shall be adjusted when the Tax liability for the current period including the Closing Date is fixed and the actual amount of Taxes is known. This provision shall survive the closing for a period of twelve (12) months; (ii) Fuel, if any, occasioned as estimated by Seller’s fuel oil supplier, valued at the conveyance of the Premises price therefor then charged by such supplier including any applicable taxes; (iii) Charges under all Permits transferred hereunder, if any; and (iv) Rents actually paid and the transactions contemplated herein and the parties shall each execute and deliver received under any tax form, return or affidavit required in connection with the payment of such transfer taxes or the application for an exemption therefromLeases. (b) All real estate taxes due and payable for the calendar or fiscal year, If as the case may be, in which the Closing takes place allocable or imposed upon the Premises shall be payable by Seller. (c) Seller shall pay all additional or “roll-back” taxes allocable to the period before of the Closing Date imposed against the Premises pursuant to the Farmland and Forest Rollback Act and the Open Space Rollback Act which are assessed or imposed against the Premises, whether before or after the Closing Date, as a result of any agreement entered into by Seller or Seller’s predecessor in title. (d) If on the Effective Date, the Premises Real Property or any part thereof shall be or shall have been affected by an assessment or assessments which are or may become payable in annual installments, installments of which the first installment is then a charge or lien, or has been paid, then the installment for the purposes of this Agreement all the unpaid installments of any such assessment, including those year in which are to become due and payable after the Closing Date, Date occurs shall be deemed to be due apportioned between Seller and payable Purchaser as of the Closing Date and to be liens upon the Premises affected thereby and Purchaser shall be paid and discharged by Sellerresponsible for any installments due thereafter. (ec) Buyer shall pay all premiums and charges of the Title Company for the Title Policy (including endorsements other than endorsements required to remove Title Objections which Seller has agreed to remove at Closing) to be issued pursuant to the Commitment, all recording and filing charges in connection with the Deed, one-half (1/2) of any escrow or closing charges (exclusive of any escrow charges under the Lease which, pursuant to Section 6(f), shall be born solely by Landlord), all costs of Buyer’s due diligence, and any other costs customarily paid by the buyer pursuant to local practice. (f) Each party hereto shall pay its own attorneys. (g) Any credit due to Buyer pursuant to this Section 7 shall be applied as a credit against the Purchase Price. Any credit due to Seller pursuant to this Section 7 shall be paid to Seller in addition to, and together with, the payment of the Purchase Price at Closing. The provisions of this Section 7 2.3 shall survive the Closing or the termination for a period of this Agreementtwelve (12) months.

Closing Adjustments. (a) Seller The following are to be apportioned as of the Closing Date: (i) real property taxes; (ii) water rates and Buyer shall each pay one half of charges; (iii) sewer taxes and rents; (iv) all statebase rent payments; (v) common area and other additional rent charges, county and local transfer taxesif any; (vi) fuel oil on hand, determined at Seller's cost; (vii) insurance premiums on transferable policies, if any, occasioned approved by the conveyance of the Premises Purchaser; and the transactions contemplated herein (viii) annual license, permit and the parties shall each execute and deliver any tax forminspection fees, return if any, provided that Seller's rights thereunder (or affidavit required in connection with the payment of such transfer taxes or the application for an exemption therefromrespect thereto) are transferable to Purchaser. (bi) All Apportionment of real estate property taxes, water rates and charges and sewer taxes due and rents shall be made on the basis of the fiscal year for which assessed solely to the extent actually received by Seller from Tenants or actually paid or payable by Seller. If the Closing Date shall occur before any or all of the foregoing are fixed, the apportionment of real property taxes shall be made on the basis of the tax rate for the calendar preceding year applied to the latest assessed valuation. After the final real property taxes, water rates and charges and sewer taxes and rents are fixed, Seller and Purchaser shall make a recalculation of the apportionment of same, and Seller or fiscal yearPurchaser, as the case may be, in which shall make an appropriate payment to the Closing takes place allocable or imposed upon the Premises shall be payable by Sellerother based on such recalculation. (c) Seller shall pay all additional or “roll-back” taxes allocable to the period before the Closing Date imposed against the Premises pursuant to the Farmland and Forest Rollback Act and the Open Space Rollback Act which are assessed or imposed against the Premises, whether before or after the Closing Date, as a result of any agreement entered into by Seller or Seller’s predecessor in title. (dii) If on at the Effective Datetime for the delivery of the Deed, the Premises or any part thereof shall be or shall have been affected by an assessment or assessments (including special and/or added) which are or may become payable in annual installments, installments of which the first installment is then a charge or lien, due or has been paid, then for the purposes of this Agreement all the unpaid installments of any such assessment, including those which are to become due and payable after the Closing Datedelivery of the Deed for the Premises, shall be deemed to be due and payable and to be liens upon the such Premises affected thereby and shall be paid and discharged by Seller upon the delivery of the Deed for the Premises. If any assessment with respect to the Premises is unconfirmed at the time of Closing, or if subsequent to Closing any assessment, including special or added, is determined to be incorrect, then, immediately after the amount of the assessment has been established, or the confirmed assessment corrected as a result of a prior error, Seller shall make an appropriate payment to Purchaser within ten (10) days of the tax assessor's calculation of the assessment. Notwithstanding the foregoing, if the tenant(s) of the Premises are obligated under a written lease for the payment of the entire assessment (confirmed and/or unconfirmed), then with respect to such assessment Purchaser shall seek payment from the Tenant(s), and any assessment not otherwise the obligation of the Tenant(s) shall be the obligation of Seller. Seller shall indemnify and hold Purchaser harmless from and against all costs and expenses, including reasonable attorneys fees, incurred by Purchaser in connection with Seller's failure to perform Seller's obligation under this Paragraph 9(b)(ii). (c) If there shall be any water meters on the Property (other than meters measuring water consumption costs which are the obligation of Tenants to pay), Seller shall furnish readings to a date not more than ten (10) days prior to the Closing Date, and the unfixed water rates and charges and sewer taxes and rents, if any, based thereon for the intervening time, shall be apportioned on the basis of such last readings. (d) The amount of unpaid taxes, assessments, water charges and sewer rents which Seller is obligated to pay and discharge, with interest and penalties thereon to the fifth (5th) day after the Closing Date, at the option of Seller, may be allowed to Purchaser out of the Purchase Price, provided that official bills therefor with interest and penalties thereon are furnished by Seller at the Closing. (e) Buyer shall pay all premiums If any refund of real property taxes, water rates and charges or sewer taxes and rents is made after the Closing Date for a period prior to the Closing Date, the same shall be applied first to the costs incurred in obtaining same and second to the refunds due to Tenants by reason of the Title Company provisions of their respective Leases. The balance, if any, of such refund shall be paid to Seller (for the Title Policy (including endorsements other than endorsements required to remove Title Objections which Seller has agreed to remove at Closing) to be issued pursuant period prior to the Commitment, all recording Closing Date) and filing charges in connection Purchaser (for the period commencing with the Deed, one-half (1/2) of any escrow or closing charges (exclusive of any escrow charges under the Lease which, pursuant to Section 6(fClosing Date), shall be born solely by Landlord), all costs of Buyer’s due diligence, and any other costs customarily paid by the buyer pursuant to local practice. (f) Each party hereto To the extent that Seller receives rent payments after the Closing Date for any period from and after the Closing Date, the same shall pay its own attorneysbe held in trust and immediately paid to Purchaser. (g) Any credit due to Buyer pursuant to this Section 7 All rent payments received by Seller or Purchaser after Closing shall be applied as a credit firstly against out-of-pocket costs of collection, then to rents due and owing by such Tenant for the Purchase Price. Any credit periods from and after Closing and thereafter against rents due and owing prior to Seller pursuant to this Section 7 Closing in inverse order of due date. (h) All realty transfer fees and charges (other than recording fees for the Deed) shall be paid to by Seller in addition to, and together with, the payment of the Purchase Price at Closing. The provisions of this Section 7 shall survive the Closing or the termination of this Agreement.

Closing Adjustments. The following adjustments shall be made at the Closing: (ai) Taxes and assessments as set forth in Section 9 of this Contract. (ii) A proration of the collected rents (including, without limitation, payments or reimbursements for operating expenses, common area costs, insurance and real estate and personal property taxes), vending machine revenues (if any), utilities, and all other income and operating expenses relating to the Property shall be made between Seller and Buyer as of the Closing Date, with Seller being responsible for the expenses and entitled to the revenues accrued or applicable to the period before the Closing Date, and Buyer being responsible for the expenses and entitled to the revenues accrued or applicable to the period on or after the Closing Date. (iii) If at any time any of the amounts to be apportioned under this Section 10 C hereof cannot be calculated with complete precision because the amount or amounts of one or more items included in such calculation are not then known, such calculations shall each pay one half be made on the basis of all statea reasonable estimate by Seller and Buyer of the amount or amounts of the item or items in question, county and local transfer taxesbased upon the previous amounts paid therefore with respect to the Property, if any; provided, occasioned by however, the conveyance of real estate tax proration shall not be adjusted after the Premises Closing Date to account for any difference between the 2004 real estate taxes and the transactions contemplated herein and the parties shall each execute and deliver any tax form, return or affidavit required in connection with the payment of such transfer taxes or the application for an exemption therefrom2005 real estate taxes. (biv) All With respect to any rents (including without limitation reimbursement obligations for operating expenses, common area costs, insurance, or real estate taxes and personal property taxes) for any given tenant, due and payable for the calendar or fiscal year, but not paid as the case may be, in which of the Closing takes place allocable Date or imposed upon becoming due after the Premises shall be payable by Seller. (c) Seller shall pay all additional or “roll-back” taxes allocable Closing Date but pertaining to the period before the Closing Date imposed against the Premises pursuant (collectively, Seller’s Tenant Reimbursements”), Buyer shall forward any such amounts received by Buyer directly to the Farmland and Forest Rollback Act and the Open Space Rollback Act which are assessed or imposed against the PremisesSeller, whether before or but all rent, including such reimbursement obligations, paid after the Closing Date, as a result of by or for any agreement entered into by Seller or Seller’s predecessor in title. (d) If on the Effective Date, the Premises or any part thereof given tenant shall be or shall have been affected credited first to amounts payable by an assessment or assessments which are or may become payable in annual installments, of which said tenant with respect to the first installment is then a charge or lien, or has been paid, then for the purposes of this Agreement all the unpaid installments of any such assessment, including those which are to become due period on and payable after the Closing Date. The parties further agree with respect to Seller’s Tenant Reimbursements as follows: (a) Schedule 10C attached hereto and incorporated herein contains a summary of Seller’s Tenant Reimbursements incurred during the 2004 calendar year and being billed to tenants during the 12-month period ending in February, 2006. Notwithstanding anything seemingly to the contrary herein, Buyer shall be deemed to be due and payable and to be liens upon pay at the Premises affected thereby and shall be paid and discharged by Closing the full amount of its share (as tenant under the Lease) of Seller’s Tenant Reimbursement for the 2004 calendar year. (eb) Buyer shall use commercially reasonable efforts to collect Seller’s Tenant Reimbursements, which efforts shall not include any obligation of Buyer to file suit or engage third parties to collect such amounts. The Assignment of Leases delivered to Buyer at the Closing shall reserve the right of Seller to collect Seller’s Tenant Reimbursements from tenants who fail to pay all premiums and charges of the Title Company for the Title Policy (including endorsements other than endorsements required same, but Seller shall not be permitted to remove Title Objections which Seller has agreed to remove at Closing) to be issued pursuant to the Commitment, all recording and filing charges in connection with the Deed, one-half (1/2) of any escrow terminate leases or closing charges (exclusive of any escrow charges under the Lease which, pursuant to Section 6(f), shall be born solely by Landlord), all costs of Buyer’s due diligence, and any other costs customarily paid by the buyer pursuant to local practiceevict tenants. (fc) Each party hereto The parties hereby agree to cooperate with each other and to exchange information necessary for Buyer to xxxx tenants for operating expense escalations for the 2005 calendar year and to prorate such amounts, if any, between Buyer and Seller. Once such proration is determined, Seller’s portion shall pay its own attorneysconstitute Seller’s Tenant Reimbursements subject to the terms of this Section 10 C(iv). (gv) Any credit due Seller shall pay to Buyer the amount of all damage, escrow or security deposits collected or received by Seller with respect to any tenants of the Property, which must be repaid to any such tenants pursuant to this Section 7 shall be applied as a credit against the Purchase Price. Any credit due to Seller pursuant to this Section 7 shall be paid to Seller in addition toany leases or any applicable statute, and together with, the payment of the Purchase Price at Closing. The provisions of this Section 7 shall survive the Closing without deduction or the termination of this Agreementset off.

Closing Adjustments. 7.1 The closing of the transaction provided for in this Agreement (athe "Closing") Seller shall take place as soon as practicable after each of the conditions set forth in Section 8 have been fulfilled or waived in accordance herewith (the actual date of the Closing being referred to herein as the "Closing Date"); provided, however, that in no event shall the Closing Date be subsequent to July 15, 1997. In the event that the Closing Date does not occur on or prior to July 15, 1997, this Agreement shall automatically be deemed terminated and Buyer neither party shall have any further liabilities or obligations hereunder except that each party shall be responsible for paying their own expenses, including legal fees and Assignee shall pay one half the cost of the ALTA Survey and the Phase I environmental study. 7.2 The parties hereto agree that (i) all statecompensation payable to the County under the Lease and all other operating expenses of Assignor relating to the Lease (i.e., county cost of goods sold, advertising, collections, fees, hired services, insurance, miscellaneous expenses, postage, repairs and local transfer maintenance, supplies, taxes, if anyutilities, occasioned wages and interest on indebtedness, but specifically not including professional fees and expenses, travel and lodging or depreciation), and (ii) all income of Assignor, including accounts receivable, shall be apportioned between Assignor and Assignee as of the Effective Date based on the portion of each such expense or revenue attributable to the period falling before the Effective Date on the one hand, which Assignor shall bear the responsibility and benefit of, and the portion of each such expense or revenue attributable to the period falling on or after the Effective Date, on the other hand, which Assignee shall bear the responsibility and benefit of (the "Adjustment"). The net Adjustment will be paid by the conveyance party owing the same to the other in cash or by certified or official bank check or wire transfer. The expenses and liabilities for which Assignor shall be liable pursuant to this Section shall be included within the meaning of the Premises and the transactions contemplated herein and the parties shall each execute and deliver any tax form, return or affidavit required in connection with the payment of such transfer taxes or the application for an exemption therefromterm "Retained Liabilities". (b) All real estate taxes due 7.3 To the extent that any of the prorations made pursuant to this Article are based upon estimates of payments to be made and/or expenses to be incurred by Assignee subsequent to the Closing Date, or either party discovers any errors in or omissions in respect of the Adjustment, Assignor and payable for the calendar Assignee agree to adjust such prorations promptly upon receipt by Assignor or fiscal yearAssignee, as the case may be, in which of such payments or of bills or other documentation setting forth the Closing takes place allocable or imposed upon the Premises shall be payable by Selleractual amount of such expenses. (c) Seller shall pay 7.4 The Assignor hereby agrees that any and all additional or “roll-back” property taxes allocable to the period before the Closing Date imposed against the Premises pursuant to the Farmland which become due and Forest Rollback Act and the Open Space Rollback Act which are assessed or imposed against the Premises, whether before or after the Closing Date, as a result of any agreement entered into by Seller or Seller’s predecessor in title. (d) If owing on the Effective Date, the Premises or any part thereof Property and which relate to a period prior to the Effective Date shall be or shall have been affected upon notice by an assessment or assessments which are or may become payable in annual installments, of which the first installment is then a charge or lien, or has been paid, then for the purposes of this Agreement all the unpaid installments of any such assessment, including those which are Assignee to become due and payable after the Closing DateAssignor, shall be deemed to be due and payable and to be liens upon the Premises affected thereby and shall be paid and discharged promptly by SellerAssignor. (e) Buyer 7.5 Assignor and Assignee shall pay all premiums maintain and charges of the Title Company make available to each other any books or records necessary for the Title Policy (including endorsements other than endorsements required to remove Title Objections which Seller has agreed to remove at Closing) to be issued pursuant to the Commitment, all recording and filing charges in connection with the Deed, one-half (1/2) adjustment of any escrow or closing charges (exclusive of any escrow charges under the Lease which, pursuant to Section 6(f), shall be born solely by Landlord), all costs of Buyer’s due diligence, and any other costs customarily paid by the buyer pursuant to local practice. (f) Each party hereto shall pay its own attorneys. (g) Any credit due to Buyer item pursuant to this Section 7 shall be applied as a credit against the Purchase Price. Any credit due to Seller pursuant to this Section 7 shall be paid to Seller in addition to, and together with, the payment of the Purchase Price at ClosingArticle. The provisions of this Section 7 Article shall survive the Closing or the termination of this AgreementClosing.

Closing Adjustments. The following apportionments shall be made at the Closing as of the close of business on the day immediately preceding the Closing Date (hereinafter called the "Adjustment Date"): (a) Resident fees, rents and other charges for the month in which occurs the Adjustment Date shall be apportioned between Seller and Buyer shall each pay one half of all state, county and local transfer taxes, if any, occasioned by the conveyance of the Premises and the transactions contemplated herein and the parties shall each execute and deliver any tax form, return Purchaser with Seller retaining or affidavit required in connection with the payment of such transfer taxes or the application for an exemption therefrom. (b) All real estate taxes due and payable for the calendar or fiscal yearreceiving, as the case may be, an amount equal to the full amount of such resident fees, rents and other charges times a fraction, the numerator of which is the number of days in such month to and including the Adjustment Date and the denominator of which is thirty (30). If at the Adjustment Date there are past due amounts for the month in which occurs the Closing takes place allocable Adjustment Date, then the first monies received and applied from such resident or imposed upon the Premises residents shall be payable applied to such past due amounts and Seller's share thereof shall be promptly remitted by Purchaser to Seller. If at the Adjustment Date there are past due 15 amounts owed by residents for any period prior to the Adjustment Date, Seller shall be paid in the manner provided in Section 5.5 hereof. (cb) With respect to Contracts listed on Schedule 2.1.3, Purchaser shall, by notice to Seller given within twenty days of Purchaser's receipt thereof, specify which of said Contracts Purchaser will not assume at the Closing. If Purchaser fails to give such notice, time being of the essence, it shall pay assume all additional or “roll-back” taxes allocable to the period before the Closing Date imposed against the Premises pursuant to the Farmland and Forest Rollback Act and the Open Space Rollback Act which are assessed or imposed against the Premisesof such Contracts listed on Schedule 2.1.3, whether before or after the Closing Datebut, as a result of in any agreement entered into by Seller or Seller’s predecessor in title. (d) If on the Effective Date, the Premises or any part thereof shall be or shall have been affected by an assessment or assessments which are or may become payable in annual installments, of which the first installment is then a charge or lien, or has been paid, then for the purposes of this Agreement all the unpaid installments of any such assessment, including those which are to become due and payable after the Closing Dateevent, shall not be deemed to be due and payable and to be liens upon the Premises affected thereby and shall be paid and discharged by Sellerhave assumed any contracts of Seller which are not listed on Schedule 2. (e) Buyer shall pay all premiums and charges of the Title Company for the Title Policy (including endorsements other than endorsements required to remove Title Objections which Seller has agreed to remove at Closing) to be issued pursuant to the Commitment, all recording and filing charges in connection with the Deed, one-half (1/2) of any escrow or closing charges (exclusive of any escrow charges under the Lease which, pursuant to Section 6(f), shall be born solely by Landlord), all costs of Buyer’s due diligence, and any other costs customarily paid by the buyer pursuant to local practice. (f) Each party hereto shall pay its own attorneys. (g) Any credit due to Buyer pursuant to this Section 7 shall be applied as a credit against the Purchase Price. Any credit due to Seller pursuant to this Section 7 shall be paid to Seller in addition to, and together with, the payment of the Purchase Price at Closing. The provisions of this Section 7 shall survive the Closing or the termination of this Agreement.

Closing Adjustments. On the Closing Date, each Member's capital account in the Company shall be increased or decreased, as appropriate, by the net amount of the following adjustments: (a) Seller and Buyer Each Member shall each pay one half make adjustments on a pro rata basis as of the Closing Time for all stateprepaid expenses, county and local transfer taxes, if any, occasioned other than inventory (but only to the extent the full benefit thereof will be realizable by the conveyance of the Premises and the transactions contemplated herein and the parties shall each execute and deliver any tax form, return or affidavit required in connection with the payment of such transfer taxes or the application for an exemption therefrom. (b) All real estate taxes due and payable for the calendar or fiscal year, as the case may be, in which the Closing takes place allocable or imposed upon the Premises shall be payable by Seller. (c) Seller shall pay all additional or “roll-back” taxes allocable to the period before the Closing Date imposed against the Premises pursuant to the Farmland and Forest Rollback Act and the Open Space Rollback Act which are assessed or imposed against the Premises, whether before or Company within 12 months after the Closing Date), accrued expenses (including real and personal property taxes), copyright fees and franchise or license fees or charges, prepaid income, subscriber prepayments and accounts receivable related to such Member's Cable Business, all as a result determined in accordance with generally accepted accounting principles consistently applied, to reflect the principle that all expenses and income attributable to such Member's Cable Business for the period through and including the Closing Time are for the account of such Member, and all expenses and income attributable to such Member's Cable Business for the period after the Closing Time are for the account of the Company. Such Member will receive no credit for any agreement entered into by Seller or Seller’s predecessor in title. (di) If on the Effective Date, the Premises or accounts receivable resulting from cable service sales any part thereof shall be or shall have been affected by an assessment or assessments which are or may become payable in annual installments, portion of which is 60 days or more past due from the first installment is then a charge or lien, or has been paid, then for the purposes billing date as of this Agreement all the unpaid installments of any such assessment, including those which are to become due and payable after the Closing Date, shall (ii) all accounts receivable resulting from advertising sales any portion of which is 120 days or more past due as of the Closing Date, or (iii) accounts receivable from customers whose accounts are inactive or whose service is pending disconnection for any reason as of the Closing Date. Notwithstanding the foregoing, no adjustment will be made for any items of income or expense that relate to any Excluded Assets. For purposes of making "past due" calculations under this paragraph, the billing statements of a System will be deemed to be due and payable and on the first day of the period during which the service to be liens upon the Premises affected thereby and shall be paid and discharged by Sellerwhich such billing statements relate is provided. (eb) Buyer shall pay all premiums and charges All advance payments to, or funds of third parties on deposit with, a Member as of the Title Company for the Title Policy Closing Date, relating to such Member's Cable Business, including advance payments and deposits (including endorsements other than endorsements required any accrued interest on such deposits) by subscribers served by such Member's Cable Business for converters, encoders, decoders, cable television service and related sales, shall be assumed by, and credited to remove Title Objections which Seller has agreed to remove at Closingthe account of, the Company. (c) Each Member's capital account shall be reduced by the economic value of all accrued vacation time permitted to be issued pursuant to taken by the Commitment, all recording and filing charges in connection with employees of such Member after the Deed, one-half (1/2) of any escrow or closing charges (exclusive of any escrow charges under the Lease which, Closing Time pursuant to Section 6(f8.3(g), shall be born solely by Landlord), all costs of Buyer’s due diligence, and any other costs customarily paid by the buyer pursuant to local practice. (fd) Each party hereto shall pay its own attorneys. (g) Any credit due to Buyer pursuant to this Section 7 If the aggregate number of EBS's as of the month ending immediately preceding the Closing Date of the Systems contributed by Fishxx xx less than 27,116, then Fishxx'x xxxital account shall be applied as a credit against reduced by the Purchase Price. Any credit due to Seller pursuant to this Section 7 shall be paid to Seller in addition to, and together with, the payment product of the Purchase Price at Closingnumber of EBS's less than 27,116, multiplied by $1,250. The provisions If the aggregate number of this Section 7 shall survive the Closing or the termination EBS's as of this Agreement.the

Closing Adjustments. In addition to any other credits or prorations provided elsewhere in this Agreement, the number of preferred units representing the Preferred Membership Interests issued to Transferor at Closing pursuant to Section 1.2 shall be adjusted as of the Proration Time in accordance with the provisions set forth in this Section 10.1. Transferee and Transferor agree to cause their accountants to prepare a proration schedule (the “Proration Schedule”) of adjustments not later than 3 Business Days prior to Closing. Such adjustments, if and to the extent known and agreed upon as of the Closing Date, shall be paid by Transferee to Transferor (if the prorations result in a net credit to Transferor) or by Transferor to Transferee (if the prorations result in a net credit to Transferee), by increasing or reducing the number of preferred units representing the Preferred Membership Interests and issued to Transferor upon Closing. Any such adjustments or other adjustments prescribed under this Agreement, which are not determined or agreed upon as of the Closing Date, shall be paid by Transferee to Transferor as a credit to Transferor’s Capital Account in Transferee, and Transferor shall receive a corresponding additional number of preferred units in Transferee as provided in Section 3.1(c) of the Amended and Restated Operating Agreement, or by Transferor to Transferee in cash, as applicable, as soon as practicable following the Closing Date pursuant to the terms of Sections 10.1(h) and (m), which payment from Transferor to Transferee shall be treated by the parties as a purchase price adjustment for all income tax purposes. All such prorations and adjustments under this Agreement shall be calculated based on the actual number of days of the applicable calendar month and on a 365 day year, as applicable. The provisions of this Section 10.1 shall survive Closing. (a) Seller Real estate taxes and Buyer assessments and personal property taxes related to the Properties, to the extent not paid directly by a Tenant or MRO Leasehold Owner under the Ground Lease to the applicable authorities, shall each pay one half be prorated between Transferor and Transferee at Closing. If Closing shall occur before the amount of taxes is fixed for any Property, the apportionment of all statesuch taxes shall be made based upon one hundred percent (100%) of the tax rate for the preceding year, county applied to the latest assessed valuation of such Property. Upon receipt of the actual tax xxxx for such Property, the proration of taxes made at Closing shall be subject to adjustment pursuant to Section 10.1(h) and local transfer taxesSection 10.1(m). Refunds of the foregoing for the tax year in which the Closing occurs, if anynet of the reasonable out-of-pocket costs of pursuing any tax contest or proceeding or collecting such funds, occasioned shall be prorated in proportion to the respective shares thereof borne by the conveyance parties under the preceding sentence, subject to the rights of the Premises Tenants and the transactions contemplated herein and the parties shall each execute and deliver any tax form, return MRO Leasehold Owner to receive all or affidavit required in connection with the payment part of such transfer taxes refunds. Any portion of a refund payable to a Tenant or the application MRO Leasehold Owner for an exemption therefrom. (b) All real estate taxes due any period shall be paid to Transferee, who shall effect, and payable for the calendar be liable for, payment thereof to such Tenant or fiscal yearMRO Leasehold Owner, as the case may be. 22452514v30 (b) Any and all income and other expenses attributable to the Properties (including, in which without limitation, income and expenses under the Closing takes place allocable or imposed upon Continuing Contracts and interest under the Premises Existing Mortgage Loans) shall be payable by Sellerprorated between Transferor and Transferee at Closing, subject to any other provision of this Section 10.1 that expressly governs the allocation or adjustment of a specific type of income or expense. (c) Seller Transferor shall arrange for final meter readings on all utilities, to the extent not paid for directly by a Tenant or MRO Leasehold Owner under the MRO Ground Lease to the applicable utility provider, at the Properties to be taken prior to the Closing Date. Transferor shall be responsible for the payment of all such utilities used prior to the Proration Time and Transferee shall be responsible for the payment of all such utilities used on or after the Proration Time. With respect to any utility at a Property for which there is no meter, the expenses for such utility shall be prorated between Transferor and Transferee at Closing based upon the most current xxxx for such utility. All deposits with utility companies will be left in place with such utility companies, and Transferor shall receive a credit therefor at Closing. (d) Basic rents, which include rent denominated on a square foot basis as well as percentage rent for the Tenants who pay all percentage rent in lieu of rent denominated on a square foot basis, in each case, from the Properties (“Basic Rent”), percentage of sales/overage rents and additional rent relating to electricity, HVAC and pass-through charges of taxes, operating, maintenance and other similar expenses, in each case, from the Properties (collectively, “Additional Rent”) and the MRO Ground Rent shall, subject to Section 10.1(e), be prorated between Transferor and Transferee based upon Basic Rent, Additional Rent and MRO Ground Rent actually collected (and, with respect to percentage rent, in proportion to the relative number of days in the subject percentage rent lease period occurring prior and subsequent to the Proration Time) or “roll-back” taxes currently due and payable (not more than 30 days overdue). All prepaid Basic Rent, Additional Rent, MRO Ground Rent and other income from the Properties shall be credited to Transferee at Closing, if and to the extent the same is properly allocable to a period of time on or after the Proration Time. With respect to Additional Rent which is paid based upon an estimate with an end-of-year (calendar or fiscal) accounting and adjustment or otherwise, Transferor and Transferee shall, after Closing, make any adjustments to the proration of such items made at Closing, in accordance with the applicable provisions of Section 10.1(i), promptly after the final rental, tax and operating expense numbers become available and such end-of-year accountings are completed. Any adjustments for percentage rent payments or other Additional Rent payments shall be made for any Tenant after completion of the applicable percentage rent lease period before or the applicable Additional Rent Year for such Tenant. (e) Basic Rent, Additional Rent and MRO Ground Rent which is more than 30 days delinquent and remains uncollected at Closing shall not be prorated between Transferor and Transferee at Closing. At Closing, Transferor shall furnish to Transferee a schedule of delinquent Basic Rent, Additional Rent and MRO Ground Rent which is more than 30 days overdue under the Tenant Leases or the MRO Ground Lease. Any Basic Rent, 22452514v30 Additional Rent or MRO Ground Rent received by Transferor or its affiliates from and after the Closing Date imposed against the Premises shall promptly be remitted to Transferee, for application in accordance with this Agreement. In accordance with Section 10.1(m), Transferor shall be entitled to a credit for Transferor’s pro rata share of any delinquent Basic Rent, Additional Rent and MRO Ground Rent collected by Transferee (including any amounts remitted to Transferee by Transferor pursuant to the Farmland provisions of Section 10.1), less the reasonable out-of-pocket costs and Forest Rollback Act expenses actually incurred by Transferee in collecting such delinquent Basic Rent, Additional Rent and MRO Ground Rent, promptly after receipt thereof by Transferee; provided, however, that sums so collected shall be applied, first, in payment of Basic Rent, Additional Rent and MRO Ground Rent for the Open Space Rollback Act then current-month (if not the month in which the Closing Date occurs), second, in payment of the Basic Rent, Additional Rent and MRO Ground Rent for the calendar month in which the Closing Date occurs, third, in payment of Basic Rent, Additional Rent and MRO Ground Rent for other periods delinquent subsequent to the Closing Date, and finally, in payment of Basic Rent, Additional Rent and MRO Ground Rent for periods prior to the Closing Date in reverse order in which they were due. Notwithstanding the foregoing, if and to the extent that any delinquent Basic Rent, Additional Rent or MRO Ground Rent owed by a former tenant or lessee of any Property that as of the Closing Date is no longer in occupancy and has no right of occupancy under any unexpired or unterminated lease (including, in the case of any such former tenant or lessee that is the debtor in a federal Bankruptcy Code case, any award or other payment on account of a claim for such delinquent Basic Rent, Additional Rent or MRO Ground Rent is ordered or allowed by the bankruptcy court in such case) is collected by Transferor or Transferee, such Basic Rent, Additional Rent or MRO Ground Rent shall, in accordance with Section 10.1(m), be credited to Transferor. Transferee shall, in the ordinary course of business when Transferor sends bills to Tenants, xxxx Tenants (and, if applicable, MRO Leasehold Owner) owing Basic Rent and Additional Rent (and, if applicable, MRO Ground Rent) for periods prior to the Closing Date (regardless of whether such Basic Rent, Additional Rent or, if applicable, MRO Ground Rent, was previously billed or unbilled or delinquent prior to the Closing Date), for a period of one year following the Closing Date and shall in the ordinary course of business, use commercially reasonable efforts to collect such past due Basic Rent and Additional Rent (and, if applicable, MRO Ground Rent) and shall promptly notify Transferor if Transferee commences any legal action to collect such past due Basic Rent and Additional Rent (and, if applicable, MRO Ground Rent); provided, however, that Transferee shall have no obligation to incur any extraordinary expense, institute litigation or engage a collection agency in attempting to collect the same, but if Transferee elects to institute such litigation then Transferee will include any sums due Transferor in its collection efforts. (f) To the extent that any Tenant, pursuant to a right contained in an existing Tenant Lease, conducts an audit respecting any Additional Rent calculation (a “Rent Audit”) for an accounting period that expired prior to the Proration Time, or otherwise becomes entitled to a refund of Additional Rent with respect to a period prior to the Proration Time, Transferor shall be liable for any refund due to such Tenant or shall be entitled to receive and retain any additional payments due from such Tenant as the result of such Rent Audit. Rent Audits solely for accounting periods that expire prior to the Proration Time shall be settled by 22452514v30 Transferor in accordance with the applicable existing Tenant Lease, subject to Transferee’s approval, which shall not be unreasonably withheld, delayed or conditioned (it being agreed that it shall not be unreasonable for Transferee to withhold consent to any settlement involving a cap or fixed contribution for Additional Rent for periods after the Proration Time), provided, however, that Transferee’s consent to any such settlement shall not be required if the Tenant as part of such settlement agrees that such settlement shall not be binding on the landlord in calculating similar amounts for subsequent years and that such Tenant will not introduce any such settlement in challenging amounts due in any subsequent year. Rent Audits for accounting periods commencing prior to the Closing Date but not ending until after the Closing Date shall be settled by Transferee acting in good faith and in accordance with the applicable existing Tenant Lease; provided, however, that Transferee shall not agree to any settlement of a Rent Audit for any such accounting period in which the landlord makes concessions with respect to the accounting period in question in exchange for concessions by the Tenant in respect of subsequent accounting periods without Transferor’s consent, which shall not be unreasonably withheld, conditioned or delayed; and provided, further, that any payment that the landlord becomes obligated to make or entitled to receive as a result any such Rent Audit (and any reasonable out-of-pocket costs and expenses incurred in connection therewith, including reasonable attorneys’ fees and disbursements) shall, subject to Section 10.1(m), be apportioned between Transferor and Transferee in proportion to the respective numbers of days during the accounting period in question that the Contributed Interests are assessed or imposed against owned by Transferor and Transferee. In the Premises, whether before or case of a multi-year dispute where a portion of the period in question relates to a time periods prior to the Closing Date and a portion relates to a time period from and after the Closing Date, as the parties shall each bear a result proportionate share of any agreement entered into by Seller or Seller’s predecessor the reasonable out-of-pocket costs and expenses incurred in titleconnection with such dispute in proportion to the time periods involved. (dg) If on All Tenant Deposits, prepaid rentals under Tenant Leases and the Effective Date, the Premises or any part thereof shall be or shall have been affected by an assessment or assessments MRO Ground Lease which are or may become payable in annual installments, of which properly allocable to the first installment is then a charge or lien, or has been paid, then for the purposes of this Agreement all the unpaid installments of any such assessment, including those which are to become due period from and payable after the Closing Date, shall be deemed cleaning fees and other fees properly allocable to be due the period from and payable after the Closing Date, and deposits related to be liens upon the Premises affected thereby and shall be paid and discharged by Seller. (e) Buyer shall pay all premiums and charges of the Title Company for the Title Policy Properties (including endorsements other than endorsements required to remove Title Objections which Seller has agreed to remove at Closing) to be issued pursuant deposits in any marketing funds related to the CommitmentProperties, all recording and filing charges in connection with the Deed, one-half (1/2) of any escrow or closing charges (exclusive of any escrow charges under the Lease which, pursuant to Section 6(fif any), shall either be born solely by Landlordassigned or credited to Transferee at Closing, and Transferee shall thereafter be liable to such Tenants and MRO Leasehold Owner for such Tenant Deposits, prepaid rentals under Tenant Leases and the MRO Ground Lease, cleaning fees and other fees and deposits, which liability shall survive Closing. Any Tenant Deposits maintained in the form of a letter of credit shall be delivered to Transferee or remain with the applicable Property Owner at Closing. From and after the Effective Date, Transferor shall not apply any cash Tenant Deposit or draw down on any Tenant Deposit in the form of a letter of credit unless the applicable Tenant (or MRO Leasehold Owner) is in default under its Tenant Lease (or the MRO Ground Lease) and notice of such draw is given to Transferee. Transferor shall be entitled to the benefit of all Termination Payments (other than Pro-Rated Termination Payments), all costs regardless of Buyer’s due diligencewhen received for any Early Terminated Tenant Lease. To the extent any such Termination Payments (other than Pro-Rated Termination Payments) are received after Closing, and any other costs customarily paid by the buyer pursuant to local practice. (f) Each party hereto shall pay its own attorneys. (g) Any credit due to Buyer pursuant to this Section 7 shall be applied as a credit against the Purchase Price. Any credit due to Seller pursuant to this Section 7 same shall be paid to Seller Transferee and credited to Transferor in addition to, and together with, the payment of the Purchase Price at Closingaccordance with Section 10.1(m). The provisions of this Section 7 shall survive the Closing or the termination of this Agreement.All

Closing Adjustments. (a) Seller and Buyer As soon as practicable, but in no event later than sixty (60) days following the Closing (the "Final Calculation Date"), Purchaser shall each pay one half of all state, county and local transfer taxes, if any, occasioned by the conveyance prepare a calculation of the Premises following amounts as of the Closing with respect to the Company and the transactions contemplated herein Company Subsidiaries (the "Closing Statement"): the Net Working Capital (the "Closing Net Working Capital"), Closing Indebtedness, Transaction Costs, Unused Cap Ex Amount, and Closing Cash (taken together, the parties "Closing Amount"). The Closing Net Working Capital shall each execute and deliver any tax form, return or affidavit required be determined in connection accordance with GAAP applied consistently with the payment application thereof in the Financial Statements, subject to accounting principles, methodologies, procedures and classifications as are set forth in Section 2.7 of such transfer taxes or the application for an exemption therefrom.Disclosure Schedule. 5 (b) All real estate taxes due Purchaser shall deliver a copy of the Closing Statement to Sellers' Representative promptly after it has been prepared. After receipt of the Closing Statement, Sellers' Representative shall have thirty (30) days to review the Closing Statement. Purchaser shall (i) provide Sellers' Representative and payable its authorized representatives (including counsel, financial advisors and auditors) reasonable access during normal business hours to all relevant work papers, trial balances, employees, internal and external accountants and auditors, plants, offices, warehouses and other facilities, all books and records and other financial information to the extent necessary or useful to complete their review of the Closing Statement, (ii) cause Purchaser's and its Subsidiaries' officers and advisors (including counsel, financial advisors and auditors) to furnish Sellers' Representative with such financial and operating data and other information with respect to the business, properties and personnel of the Company and its Subsidiaries as Sellers' Representative may from time to time reasonably request and (iii) cooperate with Sellers' Representative's reasonable requests with respect to the review of the Closing Statement. Unless Sellers' Representative delivers written notice to Purchaser on or before the 30th day after Sellers' Representative's receipt of the Closing Statement specifying in reasonable detail the amount, nature and basis of all disputed items, Sellers' Representative shall be deemed to have accepted the Closing Statement delivered by Purchaser, which shall be final, binding and conclusive for all purposes hereunder. If Sellers' Representative notifies Purchaser of an objection to the calendar calculation of any amounts in the Closing Statement, Purchaser and Sellers' Representative shall, within thirty (30) days (or fiscal year, such longer period as the case parties may beagree in writing) following such notice (the "Resolution Period"), in which the Closing takes place allocable or imposed upon the Premises attempt to resolve their differences and any resolution by them as to any disputed amounts shall be payable by Sellerfinal, binding and conclusive. (c) Seller If, at the conclusion of the Resolution Period, there are any amounts remaining in dispute, then such amounts remaining in dispute shall pay all additional be submitted to Deloitte & Touche LLP or “roll-back” taxes allocable another nationally recognized public accounting firm agreed to by Sellers' Representative and Purchaser (the period before "Neutral Auditors"). Sellers' Representative and Purchaser shall execute, if requested by the Closing Date imposed against the Premises pursuant Neutral Auditors, a reasonable engagement letter, including customary indemnities. The Neutral Auditors shall act as an arbitrator to the Farmland and Forest Rollback Act and the Open Space Rollback Act which are assessed or imposed against the Premisesdetermine, whether before or after the Closing Date, as a result of any agreement entered into by Seller or Seller’s predecessor in title. (d) If based solely on the Effective Date, the Premises or any part thereof shall be or shall have been affected by an assessment or assessments which are or may become payable in annual installments, of which the first installment is then a charge or lien, or has been paid, then for the purposes of this Agreement all the unpaid installments of any such assessment, including those which are to become due and payable after the Closing Date, shall be deemed to be due and payable and to be liens upon the Premises affected thereby and shall be paid and discharged by Seller. (e) Buyer shall pay all premiums and charges of the Title Company for the Title Policy (including endorsements other than endorsements required to remove Title Objections which Seller has agreed to remove at Closing) to be issued pursuant to the Commitment, all recording and filing charges in connection with the Deed, one-half (1/2) of any escrow or closing charges (exclusive of any escrow charges under the Lease which, pursuant to Section 6(f), shall be born solely by Landlord), all costs of Buyer’s due diligence, and any other costs customarily paid by the buyer pursuant to local practice. (f) Each party hereto shall pay its own attorneys. (g) Any credit due to Buyer pursuant to this Section 7 shall be applied as a credit against the Purchase Price. Any credit due to Seller pursuant to this Section 7 shall be paid to Seller in addition to, and together with, the payment of the Purchase Price at Closing. The provisions of this Section 7 2.8 and the presentations by Purchaser and Sellers' Representative, and not by independent review, only those issues still in dispute. Sellers' Representative and the Purchaser shall survive use reasonable efforts to cause the Neutral Auditors' determination to be made within 30 days of the dispute being submitted for their review. The Neutral Auditors' determination shall be set forth in a written statement delivered to Purchaser and Sellers' Representative and shall be final, non-appealable and binding on the parties hereto, absent manifest error or fraud. A judgment of a court of competent jurisdiction may be entered upon the Neutral Auditors' determination. The Neutral Auditors shall have exclusive jurisdiction over, and resort to the Neutral Auditors as provided in this Section 2.8(c) shall be the only recourse and remedy of the parties against one another with respect to, any disputes with respect to the calculation of the Final Closing Amount. The fees, costs and expenses of the Neutral Auditors shall be borne by Purchaser, on the one hand, and by the Sellers (pro rata based on their Ownership Percentages), on the other, based upon the percentage which the portion of the contested amount not awarded to each party bears to the amount actually contested by such party. The term "Final Closing Statement" shall mean the definitive Closing Statement agreed to (or deemed to be agreed to) by Sellers' Representative and Purchaser in accordance with Section 2.8(b) hereof or resulting from the termination of determinations made 6 by the Neutral Auditors in accordance with this AgreementSection 2.8(c) (in addition to those items theretofore agreed to by Sellers' Representative and Purchaser).

Closing Adjustments. (a) The following items affecting the Property shall be apportioned, adjusted or otherwise accounted for between Seller and Buyer shall each pay one half of all state, county and local transfer taxes, if any, occasioned by the conveyance as of the Premises Closing Date: (i) Subject to paragraph (d) of this Section, rent, additional rent, common area maintenance and all other charges payable by Seller as tenant under the transactions contemplated herein Leases as follows: (1) any charge payable on a monthly basis which is subject to year end adjustment shall be prorated for the month in which the Closing Date shall occur and the parties any year end adjustment thereof shall each execute and deliver any tax formbe paid by, return or affidavit required in connection with the payment of such transfer taxes or the application for an exemption therefrom. refund from the lessor paid to, Seller and Buyer in proportion to their respective payments thereof (bi.e., Seller to make all such payments prior to the Closing Date and Buyer to make all such payments after the Closing Date), and (2) All real estate taxes due and Impositions under the Leases not payable for monthly but payable in full after the calendar Closing at the end of a lease year or tax fiscal year, as provided in the case may berespective Leases, in which the Closing takes place allocable or imposed upon the Premises shall be payable by Seller. (c) Seller shall pay all additional or “roll-back” taxes allocable to the period before prorated as of the Closing Date imposed against but Seller will pay Buyer its share thereof within 15 days after Buyer furnishes Seller the Premises pursuant billing and substantiation thereof received from each respective lessor; (ii) Payments owing by Seller under the Leases to merchants' associations or similar business promotion organizations; (iii) Buyer shall pay Seller on the Closing Date for any security deposits (and any interest prescribed by statute) held by lessors under the Leases, and the Seller's pettx xxxh at each theatre; (iv) Reduced admission tickets, group tickets or so-called other "discount tickets" (collectively "Discount Tickets") issued by Seller prior to the Farmland Closing Date and Forest Rollback Act and presented by customers for admission to the Open Space Rollback Act which are assessed or imposed against the Premises, whether before Theatres on or after the Closing Date, as a result of any agreement entered into Date shall be honored by Buyer but may be redeemed by Buyer from Seller or Seller’s predecessor in title. (d) If for the amount shown on the Effective Date, Discount Ticket as the Premises or any part thereof shall be or shall have been affected by an assessment or assessments which are or may become payable in annual installments, of which the first installment is then a charge or lien, or has been paid, then for the purposes of this Agreement all the unpaid installments of any such assessment, including those which are to become due and payable after the Closing Date, shall be deemed to be due and payable and to be liens upon the Premises affected thereby and shall be paid and discharged by Seller. (e) Buyer shall pay all premiums and charges of the Title Company for the Title Policy (including endorsements other than endorsements required to remove Title Objections which Seller has agreed to remove at Closing) to be issued pursuant to the Commitment, all recording and filing charges in connection with the Deed, one-half (1/2) of any escrow or closing charges (exclusive of any escrow charges under the Lease which, pursuant to Section 6(f), shall be born solely by Landlord), all costs of Buyer’s due diligence, and any other costs customarily paid by the buyer pursuant to local practice. (f) Each party hereto shall pay its own attorneys. (g) Any credit due to Buyer pursuant to this Section 7 shall be applied as a credit against the Purchase Price. Any credit due to Seller pursuant to this Section 7 shall be cost paid to Seller for such Ticket. Seller shall also reimburse Buyer in addition to, and together with, the payment amount of the Purchase Price at Closing. The provisions of this Section 7 shall survive the Closing or the termination of this Agreement.any gift certificates issued by Seller prior to the

Closing Adjustments. (a) Seller If the Management Agreement is entered into on or prior to May 15, 1997, the Sellers and Buyer shall Purchasers will account to each pay one half other with respect to the expenses of all statethe Business generated in the ordinary course on a historical basis which accrued and the revenues of the Business which were generated on and after May 1, county and local transfer taxes1997 through the Closing Date. To the extent Sellers paid any expenses related to the Business on or after May 1, if any, occasioned 1997 from funds which were not generated by the conveyance Business through the rendering of services on or after May 1, 1997 (such expenses being "Sellers' Expense"), Purchasers shall pay in cash to Sellers at Closing a dollar amount equal to the Premises and Sellers' Expense. If the transactions contemplated herein and Closing occurs after May 15, 1997, the parties accounting referred to in this Section 5.6(a) shall each execute and deliver any tax form, return or affidavit required in connection with the payment of such transfer taxes or the application for an exemption therefromnot be applicable. (b) All real estate taxes due If the Management Agreement is entered into after May 15, 1997, then all references in this Agreement to the allocation of accounts receivable, accounts payable, accrued interest, unpaid vacation and payable accrued expenses to the Sellers for the calendar or fiscal yearperiod prior to May 1, as the case may be, in which the Closing takes place allocable or imposed upon the Premises shall be payable by Seller. (c) Seller shall pay all additional or “roll-back” taxes allocable 1997 and to the period before the Closing Date imposed against the Premises pursuant to the Farmland Purchasers from and Forest Rollback Act and the Open Space Rollback Act which are assessed or imposed against the Premisesafter May 1, whether before or after the Closing Date, as a result of any agreement entered into by Seller or Seller’s predecessor in title. (d) If on the Effective Date, the Premises or any part thereof shall be or shall have been affected by an assessment or assessments which are or may become payable in annual installments, of which the first installment is then a charge or lien, or has been paid, then for the purposes of this Agreement all the unpaid installments of any such assessment, including those which are to become due and payable after the Closing Date, 1997 shall be deemed to be due of no force and payable effect and the Sellers and Purchasers hereby agree that the new date for allocating all accounts receivable, accounts payable, accrued interest, unpaid vacation and accrued expenses to the Sellers and Purchasers shall be liens upon the Premises affected thereby date on which the Company and EESI NY enter into the Management Agreement, it being understood that if the Management Agreement is entered into after May 15, 1997, the Sellers shall be responsible for all accounts payable, accrued interest, accrued unpaid vacation and salary, and accrued unpaid expenses prior to the Management Date and shall be paid entitled to receive collections from all accounts receivable generated by the Business prior to the Management Date, in addition to all cash on hand in the Company on the Management Date. If the Management Agreement is executed after May 15, 1997, the Purchasers and discharged by SellerSellers shall re-execute the Assignment and Assumption Agreement, Bills of Sale, and such other documents as are necessary to give effect to the allocation described in the preceding two sentences." (ec) Buyer shall pay all premiums and charges If the Management Agreement is executed on or prior to May 15, 1997, then the amount of the Title Company for the Title Policy (including endorsements other than endorsements required to remove Title Objections which Seller has agreed to remove at Closing) EESI Stock to be issued pursuant delivered to the Commitment, all recording and filing charges in connection with the Deed, one-half (1/2) of any escrow or closing charges (exclusive of any escrow charges under the Lease which, Sellers pursuant to Section 6(f), 1.4(b)(i) shall be born solely by Landlord)calculated based upon the Company Debt set forth in Schedule 1.4 as of May 1, all costs 1997 and the amount of Buyer’s due diligence, and any other costs customarily paid by EESI Stock to be delivered to the buyer Sellers pursuant to local practice. (fSection 1.4(b)(ii) Each party hereto shall pay its own attorneys. (g) Any credit due be calculated based upon a per share value of $13.50. If the Management Agreement is executed after May 15, 1997, then the amount of EESI Stock to Buyer be delivered to the Sellers pursuant to this Section 7 1.4(b)(i) shall be applied calculated based upon the Company Debt set forth in Schedule 1.4 as a credit against of the Purchase Price. Any credit due Closing Date (provided, however, the Xxxxxx Debt shall be as set forth in Schedule 1.4 as delivered to Seller Purchasers on May 12, 1997) and the amount of EESI Stock to be delivered to the Sellers pursuant to this Section 7 1.4(b)(ii) shall be paid calculated based upon a per share value based upon the closing price for EESI's Common Stock on the NASDAQ National Market for the trading day which is five trading days prior to Seller in addition to, and together with, the payment of the Purchase Price at Closing. The provisions of this Section 7 shall survive the Closing or the termination of this AgreementDate."

Closing Adjustments. (a) Unless otherwise provided herein, the following items shall be adjusted between Buyer and Seller and as of the cut-off time for Operator's accounting period on January 2, 1998 (the "Cut-Off Time"): (1) Buyer shall be credited with any deposits or advance payments for room reservations or functions for any period after the Cut-Off Time. Seller shall be credited with any refundable deposits held by any utility, governmental agency or service contractor with respect to any of the Hotels which the utility, agency or contractor verifies in writing are transferable to Buyer or are held in the name of the Hotel. Buyer shall be obligated to substitute its own bond for any bond held by a utility with respect to any of the Hotels. (2) Net guest room revenue of each Hotel, whether in cash or in accounts receivable, arising from occupancy for the night beginning on January 2, 1998 and ending on January 3, 1998 shall be credited to Seller. (3) Seller shall retain all room rent receivables existing as of the Cut-Off Time. Buyer and Seller shall cooperate with Operator as reasonably required to collect such receivables after the Cut-Off Time. Buyer shall direct Operator to pay one half to Seller all such receivable amounts immediately upon receipt by Operator. All amounts collected shall be applied to the invoice designated by the payor or, if not designated, the oldest receivable then outstanding for the same account party. (4) Real estate taxes and assessments and personal property taxes shall be pro-rated in escrow as of all state, county and local transfer the Closing Date. Gross receipts taxes or other occupancy taxes, if anyhowever denominated, occasioned imposed by the conveyance any taxing authority on any of the Premises Hotels shall be prorated between Buyer and Seller as of the transactions contemplated herein Cut-Off Time. (5) Block protect turned off here.All other items of income and expense including, without limitation, room rents receivable from current guests of each Hotel as set forth in the parties guest ledger for periods prior to the night preceding the Cut-Off Time, water, sewer, electricity and gas charges, management fees, reimbursements to Operator under the Management Agreements, items of expense under maintenance contracts, service contracts,equipment and other capital leases, rental contracts or equipment or telephone contracts, advertising contracts and cleaning contracts for all periods prior tothe Cut-Off Time shall each execute be paid to or by Seller, as appropriate. Buyer shall be entitled to receive all such items of income and deliver any tax form, return or affidavit required in connection with shall pay all such expensesattributable to the payment of such transfer taxes or period on and after the application for an exemption therefromCut-Off Time. (b) All real estate taxes due Seller shall be entitled to all cash, bank account balances (including, without limitation, all funds in any capital reserve accounts) and payable vending machine receipts relating to the Hotel in existence as of the Cut-Off Time. Buyer shall be responsible for establishing its own bank accounts for the calendar or fiscal year, as the case may be, in which the Closing takes place allocable or imposed upon the Premises shall be payable by SellerHotel. (c) Seller Buyer shall pay all additional or “roll-back” taxes allocable receive a credit at closing in the amount of $10,000 for the purpose of upgrades to the period before front entrance to the Ontario Hotel. (d) In the event the closing occurs on a date prior to January 2, 1998, Buyer shall receive an estimated net income credit of $20,000 for each day elapsed from and after the Closing Date imposed against to and including January 2, 1998. In the Premises pursuant event the closing occurs after January 2, 1998, Seller shall receive an estimated net income credit of $20,000 for each day elapsed from and after January 2, 1998 to and including the Farmland Closing Date. The actual amount of the net income credit will be determined as part of the post-closing adjustment described in subsection (e) below. (e) The provisions of this section 7.3 may not specify all adjustments properly to be made in a transaction of this nature. Representatives of Buyer and Forest Rollback Act and Seller shall perform all of the Open Space Rollback Act adjustments, including any not specifically referred to herein, which are assessed appropriate and usual. The adjustments hereunder shall be calculated or imposed against paid in an amount based upon a fair and reasonable estimated accounting performed and agreed to by representatives of Seller and Buyer at the Premises, whether before closing. Subsequent final adjustments and payments shall be made in cash or other immediately available funds as soon as practicable after the Closing Date, as a result based upon an agreed accounting performed by representatives of any agreement entered into by Seller or Seller’s predecessor in title. (d) If on and Buyer. In the Effective Date, event the Premises or any part thereof shall be or shall parties have been affected by an assessment or assessments which are or may become payable in annual installments, of which not agreed with respect to the first installment is then a charge or lien, or has been paid, then for the purposes of this Agreement all the unpaid installments of any such assessment, including those which are to become due and payable after the Closing Date, shall be deemed adjustments required to be due and payable and to be liens upon the Premises affected thereby and shall be paid and discharged by Seller. (e) Buyer shall pay all premiums and charges of the Title Company for the Title Policy (including endorsements other than endorsements required to remove Title Objections which Seller has agreed to remove at Closing) to be issued pursuant to the Commitment, all recording and filing charges in connection with the Deed, one-half (1/2) of any escrow or closing charges (exclusive of any escrow charges under the Lease which, pursuant to Section 6(f), shall be born solely by Landlord), all costs of Buyer’s due diligence, and any other costs customarily paid by the buyer pursuant to local practice. (f) Each party hereto shall pay its own attorneys. (g) Any credit due to Buyer made pursuant to this Section 7 section 7.3 within such 120-day period, upon application by either party, Xxxxxxx, Xxxx & Xxxxxxx shall determine any such adjustments which have not theretofore been agreed to between the parties, and such determination shall be applied as a credit against the Purchase Pricefinal and binding between Seller and Buyer. Any credit due to Seller pursuant to this Section 7 The charges of Xxxxxxx, Xxxx & Xxxxxxx shall be paid to borne in equal shares by Seller in addition to, and together with, the payment of the Purchase Price at Closing. The provisions of this Section 7 shall survive the Closing or the termination of this AgreementBuyer.