Common use of Closing Adjustments Clause in Contracts

Closing Adjustments. The following shall be apportioned against sums due Seller at Closing: A. All payments received by Seller from the Tenant for fixed rent shall be prorated as of the Closing Date with Purchaser receiving the fixed rent payable with respect to the day of Closing and for all periods thereafter and all payments received by Seller from the Tenant, for additional rental items such as real estate taxes, utilities, maintenance and operating expenses, insurance and similar reimbursements, expenses, escalation payments and prepaid expense items allocable to lease periods (under the Lease) extending to periods after the Closing, shall be prorated as of the Closing with Purchaser receiving a credit for the amount payable for the day of Closing and thereafter, shall be allocated and distributed to Purchaser together with an accounting therefor or at Purchaser's option credited to Purchaser at the Closing. In the event that the Tenant pays additional rental items such as real estate taxes, maintenance and operating expenses and insurance on an estimated basis, then, prior to Closing, Seller shall complete a reconciliation of all such expenses and shall provide Purchaser with a credit at Closing for any amounts which Purchaser may be obligated to refund to the Tenant. In no event shall Purchaser be charged with any past due rentals, which, if collected by Purchaser, shall be remitted to Seller only after all current rents and other charges have been satisfied, and less Purchaser's reasonable costs of collection, including attorney's fees. Seller shall have no surviving rights after Closing to collect from the Tenant any past due amounts. Should any current charges or xxxxxxxx to or for utilities, including electricity, sewer and water charges that are payable in arrears, be unknown at the Closing, such charges shall be estimated and prorated as of the Closing, with Purchaser receiving a credit from Seller, based upon the last available invoices or billing therefor. B. All real and personal property taxes and special assessments of whatever nature and kind which have become due and payable or are delinquent as of the date of Closing shall be paid and discharged by Seller and reimbursed by Tenant in the manner consistent with the Lease. To the extent not paid directly by the Tenant, all taxes for periods prior to Closing which have not yet been paid and are not yet due and payable as of the date of Closing shall become the responsibility of the Purchaser to provide the tax statements to Tenant and receive full reimbursement for all taxes paid from Tenant in the manner consistent with the Lease. In the event Seller is owed any taxes for periods prior to Closing and which are to be paid for by Tenant pursuant to the Lease, then, Purchaser shall not be required to provide Seller with a credit at Closing; provided, however, at such time as Purchaser has received such amounts from the Tenant under the Lease, it shall remit such amounts to Seller and in no event shall Purchaser be responsible for payment to Seller of any amount of real estate taxes under this Section 9.B. Seller shall provide evidence of all tax payments and statements to Purchaser for the previous three (3) years within five (5) days of Effective Date. C. Seller shall be responsible for payment of all operating expenses related to the Subject Premises prior to the Closing Date, which shall be paid in full prior to Closing and Seller shall provide Purchaser with reasonable evidence that all such operating expenses including all outstanding bills of utility companies and service providers have been paid in full for the time period prior to the Closing Date. Purchaser shall be responsible for all such expenses on the Closing Date and thereafter. D. Seller shall be responsible for payment of all amounts due under all reciprocal easement agreements for the time period prior to the Closing Date. Purchaser shall be responsible for all such amounts on the Closing Date and thereafter. E. All tenant security deposits, if any, shall be assumed by Purchaser with credit therefor against sums due at Closing. F. Seller shall pay all state, county, city and other real estate conveyance, tangible, intangible, stamp and similar taxes and any other transfer taxes due upon Closing or required to be paid upon recording of the Special Warranty Deed. G. Purchaser and Seller shall split, on a fifty/fifty (50/50) basis, any escrow fees/closing fees charged by the Escrow Agent.

Closing Adjustments. The following adjustments shall be apportioned against sums due Seller made at Closing, SUBJECT TO THE PROVISIONS OF THE FSI SUBLEASE: A. 4.5.1 All payments received by Seller from the Tenant for fixed rent shall be prorated as real estate taxes applicable to any of the Closing Date Real Property due and payable in the year of Closing, together with Purchaser receiving the fixed rent all special assessments payable with respect to the day of Closing and for all periods thereafter and all payments received by Seller from the Tenant, for additional rental items such as real estate taxes, utilities, maintenance and operating expenses, insurance and similar reimbursements, expenses, escalation payments and prepaid expense items allocable to lease periods (under the Lease) extending to periods after the Closingtherewith, shall be prorated between Seller and Purchaser on a daily basis as of May 1, 2005 based upon a calendar fiscal year, with Seller paying those allocable to the Closing with period prior to May 1, 2005, and Purchaser receiving a credit being responsible for those allocable for the amount payable for the day of Closing period from and thereafterafter May 1, 2005. Purchaser shall be allocated and distributed to Purchaser together with an accounting therefor or at Purchaser's option credited to Purchaser at the Closing. In the event that the Tenant pays additional rental items such as real estate taxes, maintenance and operating expenses and insurance on an estimated basis, then, prior to Closing, Seller shall complete a reconciliation of all such expenses and shall provide Purchaser with a credit at Closing for any amounts which Purchaser may be obligated to refund to the Tenant. In no event shall Purchaser be charged with any past due rentals, which, if collected by Purchaser, shall be remitted to Seller only after all current rents and other charges have been satisfied, and less Purchaser's reasonable costs of collection, including attorney's fees. Seller shall have no surviving rights after Closing to collect from the Tenant any past due amounts. Should any current charges or xxxxxxxx to or for utilities, including electricity, sewer and water charges that are payable in arrears, be unknown at the Closing, such charges shall be estimated and prorated as of the Closing, with Purchaser receiving receive a credit from Seller, based upon Seller at closing for the last available invoices or billing therefor. B. All real and personal property taxes and special assessments of whatever nature and kind which have become due and payable or are delinquent as of the date of Closing shall be paid and discharged by Seller and reimbursed by Tenant in the manner consistent with the Lease. To the extent not paid directly by the Tenant, all taxes for periods prior to Closing which have not yet been paid and are not yet due and payable as of the date of Closing shall become the responsibility of the Purchaser to provide the tax statements to Tenant and receive full reimbursement for all taxes paid from Tenant in the manner consistent with the Lease. In the event Seller is owed any taxes for periods prior to Closing and which are to be paid for by Tenant pursuant to the Lease, then, Purchaser shall not be required to provide Seller with a credit at Closing; provided, however, at such time as Purchaser has received such amounts from the Tenant under the Lease, it shall remit such amounts to Seller and in no event shall Purchaser be responsible for payment to Seller of any estimated amount of real estate taxes under this Section 9.B. Seller shall provide evidence of all tax payments and statements to Purchaser due for the previous three (3) years within five (5) days period prior to May 1, 2005. Such calculation shall be made on the basis of Effective Date. C. the prior year's taxes and shall be deemed final as between Seller and Purchaser. Notwithstanding the foregoing, Seller shall be responsible for payment of all operating expenses related any supplemental taxes assessed on or after the Closing Date relating back to the Subject Premises prior to the Closing Date, which shall be paid in full prior to Closing and Seller shall provide Purchaser with reasonable evidence that all such operating expenses including all outstanding bills of utility companies and service providers have been paid in full for the time period prior to the Closing Date. Purchaser The provision described in the immediately preceding sentence shall survive the Closing. 4.5.2 Personal property taxes, if any, applicable to any of the Personal Property and Excluded Personal Property due and payable in the year of Closing shall be prorated between Seller and Purchaser on a daily basis as of the Closing Date based upon a calendar fiscal year, with Seller paying those allocable to the period prior to the Closing Date and Purchaser being responsible for all such expenses on those allocable to the Closing Date and thereafter. D. . Seller shall be responsible for payment of all amounts due under all reciprocal easement agreements for the time period prior to the Closing Date. Purchaser shall be responsible for all such amounts on the Closing Date and thereafter. E. All tenant security depositspersonal property taxes, if any, shall be assumed applicable to any personal property retained by Purchaser with credit therefor against sums due at ClosingSeller. F. 4.5.3 Purchaser shall assume all special assessments (and charges in the nature of or in lieu of such assessments) levied, pending or constituting a lien with respect to any of the Real Property as of the Closing Date. 4.5.4 Seller shall pay all statesales tax due regarding this transaction, countyif any. 4.5.5 Seller shall pay all state deed tax regarding the deed to be delivered by Seller to Purchaser. Purchaser shall pay any mortgage registry tax regarding any mortgage given by Purchaser on the Real Property in connection with this transaction. 4.5.6 Seller shall pay the cost of recording all documents, city including the deed to be delivered by Seller to Purchaser. 4.5.7 Purchaser shall pay all service charges for and costs of the Commitment. 4.5.8 Purchaser shall pay all premiums required for any owner's or mortgagee's title insurance policy issued in connection with this transaction. 4.5.9 Seller shall pay any Closing fee payable to Title Company with respect to the transaction contemplated by this Agreement. 4.5.10 All utility expenses, including water, fuel, gas, electricity, telephone, sewer, trash removal, heat and other real estate conveyanceservices furnished to or provided for the Property, tangibleand all other operating costs of the Property (including, intangiblewithout limitation, stamp dues payable to the Association and all dues or associations fees attributable to any declarations of covenants, conditions and restrictions or similar taxes and agreements that run with the land relating to the Property to which Seller is a party or by which Seller or the Property or any other transfer taxes due upon Closing or required to portion thereof may be bound), shall be paid upon recording by Seller, pursuant to the provisions of the Special Warranty DeedFSI Sublease. G. 4.5.11 Except as provided in Section 13, Seller and Purchaser and Seller shall split, on a fifty/fifty (50/50) basis, any escrow fees/closing each pay their own attorneys' fees charged by the Escrow Agentincurred in connection with this transaction.

Closing Adjustments. The following shall Purchase Price will be apportioned against sums due Seller adjusted at Closing: A. All payments received by Seller from the Tenant for fixed rent shall be prorated Close of Escrow, to reflect prorations of Rent (as of the Closing Date with Purchaser receiving the fixed rent payable with respect to the day of Closing and for all periods thereafter and all payments received by Seller from the Tenant, for additional rental items such as real estate taxes, utilities, maintenance and operating expenses, insurance and similar reimbursements, expenses, escalation payments and prepaid expense items allocable to lease periods (defined under the LeaseFacility Lease Agreements) extending to periods after the Closing, shall be prorated as of the Closing with Purchaser receiving a credit for the amount payable for the day of Closing and thereafter, shall be allocated and distributed to Purchaser together with an accounting therefor or at Purchaser's option credited to Purchaser at the Closing. In the event that the Tenant pays additional rental items such as real estate taxes, maintenance and operating expenses and insurance on an estimated basis, then, prior to Closing, Seller shall complete a reconciliation of all such expenses and shall provide Purchaser with a credit at Closing for any amounts which Purchaser may be obligated to refund to the Tenant. In no event shall Purchaser be charged with any past due rentals, which, if collected by Purchaser, shall be remitted to Seller only after all current rents and other charges have been satisfied, and less Purchaser's reasonable costs of collection, including attorney's fees. Seller shall have no surviving rights after Closing to collect from the Tenant any past due amounts. Should any current charges or xxxxxxxx to or for utilities, including electricity, sewer and water charges that are payable in arrears, be unknown at the Closing, such charges shall be estimated and prorated as of the Closing, with Purchaser receiving a credit from Seller, based upon the last available invoices or billing therefor. B. All real and personal property taxes and special assessments of whatever nature and kind which have become due and payable or are delinquent as of under Facility Lease Agreements through the date of Closing shall the Close of Escrow. All expenses relating to the ownership and operation of the Assets are passed through to Texas ALC under the Facility Lease Agreements, so there will be paid no adjustments for such expenses at Close of Escrow. Without limiting the foregoing and discharged by Seller and reimbursed by Tenant notwithstanding anything to the contrary set forth in the manner consistent with Facility Lease Agreements, at the Lease. To Close of Escrow, Texas ALC shall pay to Seller an amount equal to the extent not paid directly by the Tenant, all taxes for periods prior to Closing which have not yet been paid and are not yet due and payable as Seller's reasonable estimate of the date of Closing shall become the responsibility of the Purchaser to provide the tax statements to Tenant and receive full reimbursement for all taxes paid from Tenant in the manner consistent with the Lease. In the event Seller is owed any taxes for periods prior to Closing and which are to be paid for by Tenant pursuant to the Lease, then, Purchaser shall not be required to provide Seller with a credit at Closing; provided, however, at such time Additional Rent (as Purchaser has received such amounts from the Tenant defined under the Lease, it shall remit such amounts to Seller and in no event shall Purchaser be responsible for payment to Seller of any amount of real estate taxes under this Section 9.B. Seller shall provide evidence of all tax payments and statements to Purchaser Facility Lease Agreements) due for the previous three quarter in which the Close of Escrow occurs (3) years within five the "Closing Quarter"). Within ninety (590) days of Effective Date. C. Seller shall be responsible for payment of all operating expenses related to the Subject Premises prior to after the Closing Date, which Texas ALC shall be paid deliver to Seller an Officer's Certificate (as defined under the Facility Lease Agreements) in full prior a form reasonably acceptable to Closing Seller and Seller shall provide Purchaser with reasonable evidence that all such operating expenses including all outstanding bills certified by the general partner of utility companies and service providers have been paid in full Texas ALC setting forth a calculation of the Additional Rent for the time period prior to from the commencement of the Closing Quarter through the Closing Date. Purchaser A final reconciliation of the Additional Rent due for the Closing Quarter shall be responsible made based upon such Officer's Certificate. If, as a result of such reconciliation, (a) the Additional Rent determined to be due for all such expenses on the Closing Date and thereafter. D. Quarter exceeds the amount paid by Texas ALC at the applicable Closing, Texas ALC agrees to pay such difference to Seller shall within ten (10) days after such final reconciliation or (b) the Additional Rent determined to be responsible for payment of all amounts due under all reciprocal easement agreements for the time period prior Closing Quarter is less than the amount paid by Texas ALC at such Closing, Seller agrees to refund such overpayment to such Texas ALC within ten (10) days after such final reconciliation. The provisions of this Paragraph shall survive the Closing Date. Purchaser shall be responsible for all such amounts on the Closing Date and thereafterClose of Escrow. E. All tenant security deposits, if any, shall be assumed by Purchaser with credit therefor against sums due at Closing. F. Seller shall pay all state, county, city and other real estate conveyance, tangible, intangible, stamp and similar taxes and any other transfer taxes due upon Closing or required to be paid upon recording of the Special Warranty Deed. G. Purchaser and Seller shall split, on a fifty/fifty (50/50) basis, any escrow fees/closing fees charged by the Escrow Agent.

Closing Adjustments. The following shall be apportioned on the Closing Statement against sums due Seller at Closing: A. All payments received by Seller from the Tenant for fixed rent shall be prorated as of the Closing Date with Purchaser receiving the fixed rent payable with respect to the day of Closing acknowledges and for all periods thereafter and all payments received by Seller from the Tenant, for additional rental items such as real estate taxes, utilities, maintenance and operating expenses, insurance and similar reimbursements, expenses, escalation payments and prepaid expense items allocable to lease periods (under the Lease) extending to periods after the Closing, shall be prorated as of the Closing with Purchaser receiving a credit for the amount payable for the day of Closing and thereafter, shall be allocated and distributed to Purchaser together with an accounting therefor or at Purchaser's option credited to Purchaser at the Closing. In the event agrees that the Tenant pays additional rental items such as the real estate taxes, maintenance and operating expenses personal property taxes and insurance on an estimated basis, then, prior to Closing, Seller shall complete a reconciliation of all such expenses and shall provide Purchaser with a credit at Closing for any amounts which Purchaser may be obligated to refund assessments directly to the Tenant. In no event taxing authority and accordingly, Purchaser shall Purchaser be charged with acquire the Subject Premises subject to any past due rentals, which, if collected by Purchaser, shall be remitted to Seller only after all current rents and other charges have been satisfied, and less Purchaser's reasonable costs of collection, including attorney's fees. Seller shall have no surviving rights after Closing to collect from the Tenant any past due amounts. Should any current charges or xxxxxxxx to or for utilities, including electricity, sewer and water charges that are payable in arrears, be unknown at the Closing, such charges shall be estimated and prorated as of the Closing, with Purchaser receiving a credit from Seller, based upon the last available invoices or billing therefor. B. All unpaid real and personal property taxes and in no event shall Seller be responsible for providing Purchaser with any credit towards the real and personal property taxes including, without limitation, any outstanding special assessments of whatever nature assessments. B. Current rents shall be prorated and kind which have become due and payable or are delinquent adjusted as of the date of Closing shall be paid and discharged by Seller and reimbursed by Tenant in the manner consistent Date, with the Lease. To the extent not paid directly by the Tenant, all taxes Purchaser being credited for periods prior to Closing which have not yet been paid and are not yet due and payable as of rents on the date of Closing. Purchaser shall receive a credit at Closing shall become the responsibility of the Purchaser to provide the tax statements to Tenant and receive full reimbursement for all taxes paid prepaid rents relating to periods from Tenant in and after the manner consistent with Closing Date. As to rent or other charges arrearages, to the Lease. In the event extent that Seller is owed any taxes for periods prior to Closing and which are to of such rent or other charges, no adjustment shall be paid for by Tenant pursuant to the Leasemade at Closing, then, but Purchaser shall not be required deliver to provide Seller with a credit at Closing; provided, however, at such time as Purchaser has received any such amounts from the Tenant under the Leaseowed to Seller when collected, it being acknowledged that monies received by Purchaser from Tenant after Closing shall remit such amounts be allocated first, to Seller current rents and in no event shall Purchaser be responsible for payment to Seller of any amount of real estate taxes under this Section 9.B. Seller shall provide evidence of all tax payments and statements other current charges due to Purchaser for the previous three (3) years within five (5) days of Effective Dateand then to any arrearage due to Seller. C. Seller shall be responsible receive a credit from Purchaser for payment of all any prepaid operating expenses related to the Subject Premises prior to the Closing Date, which shall be paid in full by Seller prior to Closing and Seller shall provide Purchaser with reasonable evidence that all such operating expenses including all outstanding bills of utility companies and service providers have been paid in full for the time period prior which relate to periods on or after the Closing Date. Purchaser shall receive a credit from Seller for any operating expenses to be responsible for all such expenses on paid by Purchaser after the Closing Date and thereafter. D. Seller shall be responsible for payment of all amounts due under all reciprocal easement agreements for to the time period extent that such operating expenses relate to periods prior to the Closing Date. . D. Purchaser shall be responsible for all such amounts on pay the Closing Date State and thereafter. E. All tenant security deposits, if any, shall be assumed by Purchaser with credit therefor against sums due at Closing. F. Seller shall pay all state, county, city and other real estate conveyance, tangible, intangible, stamp and similar taxes and any other County transfer taxes due upon Closing or required to be paid upon recording of the Special Warranty Deedspecial warranty deed and any local transfer taxes determined by municipal ordinance due upon Closing or required to be paid upon recording of the special warranty deed. G. E. Any Tenant security deposit shall be assumed by Purchaser with credit therefor to Purchaser at Closing. Any utility security deposit paid by Seller shall be assumed by Purchaser and with a credit therefor to Seller at Closing. F. Seller and Purchaser shall split, on a fifty/fifty share equally (50/5050%/50%) basis, in any escrow fees/or closing fees charged by the Escrow AgentTitle Company. The provisions of this Section 12 shall survive Closing.

Closing Adjustments. The following items shall be apportioned against sums due Seller at Closingpaid, prorated, or adjusted as of the Closing Date in the manner hereinafter set forth: A. (a) All payments received real estate Taxes, as well as Taxes assessed on each Terminal Inventory, due and owing on or before the Closing Date, all penalties and interest thereon, and all special assessments affecting the Terminals, whether payable in installments or not, shall be paid in full by Seller from the Tenant for fixed rent Seller. (b) Current real estate Taxes, assessments and charges shall be prorated as of the Closing Date with Purchaser receiving upon the fixed rent payable with respect tax year of the applicable taxing authority, without regard to when said Taxes are payable, so that the portion of current Taxes allocable to the day period from the beginning of such year to the Closing Date shall be the responsibility of Seller and the portion of the current Taxes allocable to the portion of such year from the Closing Date to the end of such year shall be the responsibility of Buyer. (c) Seller shall be responsible for the cost of Terminals utilities up to Closing and Buyer shall be responsible for such costs thereafter. Seller shall cooperate with Buyer in transferring all periods thereafter and all payments received by Seller from the Tenant, for additional rental items such utility accounts to Buyer’s name effective as real estate taxes, utilities, maintenance and operating expenses, insurance and similar reimbursements, expenses, escalation payments and prepaid expense items allocable to lease periods (under the Lease) extending to periods after of the Closing. (d) Buyer shall bear and pay all title insurance premiums and charges. (e) Buyer shall bear and pay all realty transfer fees, recording costs and Taxes associated with the conveyance of the Real Property, the Improvements and the Personal Property. (f) Seller and Buyer shall each pay their own respective legal fees and expenses and the cost of performance of their respective obligations hereunder. (g) All amounts due Seller under any assignable Revenue-Generating Contract shall be prorated as of the Closing with Purchaser receiving a credit for Date upon the amount payable for the day of Closing and thereafter, shall be allocated and distributed to Purchaser together with an accounting therefor or at Purchaser's option credited to Purchaser at the Closing. In the event payment cycle established under such Revenue-Generating Contract so that the Tenant pays additional rental items such as real estate taxes, maintenance and operating expenses and insurance on an estimated basis, then, prior to Closing, portion the amounts due Seller shall complete a reconciliation of all such expenses and shall provide Purchaser with a credit at Closing for any amounts which Purchaser may be obligated to refund to the Tenant. In no event shall Purchaser be charged with any past due rentals, which, if collected by Purchaser, shall be remitted to Seller only after all current rents and other charges have been satisfied, and less Purchaser's reasonable costs of collection, including attorney's fees. Seller shall have no surviving rights after Closing to collect from the Tenant any past due amounts. Should any current charges or xxxxxxxx to or for utilities, including electricity, sewer and water charges that are payable in arrears, be unknown at the Closing, beginning of such charges shall be estimated and prorated as of the Closing, with Purchaser receiving a credit from Seller, based upon the last available invoices or billing therefor. B. All real and personal property taxes and special assessments of whatever nature and kind which have become due and payable or are delinquent as of the date of Closing shall be paid and discharged by Seller and reimbursed by Tenant in the manner consistent with the Lease. To the extent not paid directly by the Tenant, all taxes for periods prior to Closing which have not yet been paid and are not yet due and payable as of the date of Closing shall become the responsibility of the Purchaser to provide the tax statements to Tenant and receive full reimbursement for all taxes paid from Tenant in the manner consistent with the Lease. In the event Seller is owed any taxes for periods prior to Closing and which are to be paid for by Tenant pursuant to the Lease, then, Purchaser shall not be required to provide Seller with a credit at Closing; provided, however, at such time as Purchaser has received such amounts from the Tenant under the Lease, it shall remit such amounts to Seller and in no event shall Purchaser be responsible for payment to Seller of any amount of real estate taxes under this Section 9.B. Seller shall provide evidence of all tax payments and statements to Purchaser for the previous three (3) years within five (5) days of Effective Date. C. Seller shall be responsible for payment of all operating expenses related to the Subject Premises prior cycle to the Closing Date, which shall Date will be paid in full prior credited to Closing and Seller shall provide Purchaser with reasonable evidence that all such operating expenses including all outstanding bills of utility companies and service providers have been paid in full for the time period prior to the Closing Date. Purchaser shall be responsible for all such expenses on the Closing Date and thereafter. D. Seller shall be responsible for payment of all amounts due under all reciprocal easement agreements for the time period prior to the Closing Date. Purchaser shall be responsible for all such amounts on the Closing Date and thereafter. E. All tenant security deposits, if any, shall be assumed by Purchaser with credit therefor against sums due at Closing. F. Seller (h) The Parties shall pay make all state, county, city and other real estate conveyance, tangible, intangible, stamp and similar taxes and any other transfer taxes due upon Closing or required adjustments necessary to be paid upon recording effectuate the intent of the Special Warranty DeedParties as set forth in this Agreement. G. Purchaser and Seller shall split, on a fifty/fifty (50/50) basis, any escrow fees/closing fees charged by the Escrow Agent.

Closing Adjustments. The following items shall be apportioned against sums paid, prorated, or adjusted as of the Closing Date in the manner hereinafter set forth: (a) All real estate Taxes as well as any Taxes assessed on the Personal Property, due and owing on or before the Closing Date, all penalties and interest thereon, and all special assessments affecting the Terminal, whether payable in installments or not, shall be paid in full by Seller. (b) Current ad valorem Taxes including real estate Taxes, special assessments and charges for the current year (“Property Taxes”) shall be allocated between Seller and Buyer as of the Closing Date on the basis of no applicable discount. The allocation shall be based on the number of days that each party owns the Terminal during the year of the sale. If the amount of such Property Taxes with respect to the Terminal for the calendar year in which the Closing occurs has not been determined as of the Closing Date, then the Property Taxes with respect to the Terminal for the preceding calendar year, on the basis of no applicable discount, shall be used to calculate such allocations, with known changes in valuation applied. Seller’s allocated share of the Property Taxes for the current year shall be credited to Buyer at Closing as a reduction in Purchase Price and Buyer shall assume the responsibility to pay the Property Taxes, unless Seller has already paid the current year’s Property Taxes, in which case Seller shall be credited at Closing as an increase in Purchase Price with Buyer’s allocated share of the Property Taxes. If -49- TERMINAL SALE AND PURCHASE AGREEMENT (ARCADIA) EXECUTION VERSION the actual amount of any such Property Taxes varies by more than Twenty Thousand Dollars ($20,000) from estimates used at the Closing to prorate such taxes, then the parties shall re-prorate such Property Taxes within ten (10) days following a request by either party based on the actual amount of the tax bills. (c) Seller shall be responsible for the cost of the Terminal’s utilities up to Closing and Buyer shall be responsible for such costs thereafter. (d) Buyer shall bear and pay all title insurance premiums and charges. (e) Buyer shall bear and pay all realty transfer fees, recording costs and Taxes associated with the conveyance of the Real Property, the Improvements and the Personal Property, except Taxes imposed by reason of capital or income of Seller. Seller and Buyer agree that no sales and use taxes will be reported in connection with the transfer of the Terminal to Buyer since such sale qualifies for an occasional sale exemption. (f) Seller and Buyer shall each pay their own respective legal fees and expenses and the cost of performance of their respective obligations hereunder. (g) All amounts due Seller at Closing: A. All payments received by Seller from the Tenant for fixed rent under any assignable revenue-generating contract shall be prorated as of the Closing Date with Purchaser receiving upon the fixed rent payable with respect to payment cycle established under such revenue-generating contract so that the day of Closing and for all periods thereafter and all payments received by portion the amounts due Seller from the Tenant, for additional rental items beginning of such as real estate taxes, utilities, maintenance and operating expenses, insurance and similar reimbursements, expenses, escalation payments and prepaid expense items allocable to lease periods (under the Lease) extending to periods after the Closing, shall be prorated as of the Closing with Purchaser receiving a credit for the amount payable for the day of Closing and thereafter, shall be allocated and distributed to Purchaser together with an accounting therefor or at Purchaser's option credited to Purchaser at the Closing. In the event that the Tenant pays additional rental items such as real estate taxes, maintenance and operating expenses and insurance on an estimated basis, then, prior to Closing, Seller shall complete a reconciliation of all such expenses and shall provide Purchaser with a credit at Closing for any amounts which Purchaser may be obligated to refund to the Tenant. In no event shall Purchaser be charged with any past due rentals, which, if collected by Purchaser, shall be remitted to Seller only after all current rents and other charges have been satisfied, and less Purchaser's reasonable costs of collection, including attorney's fees. Seller shall have no surviving rights after Closing to collect from the Tenant any past due amounts. Should any current charges or xxxxxxxx to or for utilities, including electricity, sewer and water charges that are payable in arrears, be unknown at the Closing, such charges shall be estimated and prorated as of the Closing, with Purchaser receiving a credit from Seller, based upon the last available invoices or billing therefor. B. All real and personal property taxes and special assessments of whatever nature and kind which have become due and payable or are delinquent as of the date of Closing shall be paid and discharged by Seller and reimbursed by Tenant in the manner consistent with the Lease. To the extent not paid directly by the Tenant, all taxes for periods prior to Closing which have not yet been paid and are not yet due and payable as of the date of Closing shall become the responsibility of the Purchaser to provide the tax statements to Tenant and receive full reimbursement for all taxes paid from Tenant in the manner consistent with the Lease. In the event Seller is owed any taxes for periods prior to Closing and which are to be paid for by Tenant pursuant to the Lease, then, Purchaser shall not be required to provide Seller with a credit at Closing; provided, however, at such time as Purchaser has received such amounts from the Tenant under the Lease, it shall remit such amounts to Seller and in no event shall Purchaser be responsible for payment to Seller of any amount of real estate taxes under this Section 9.B. Seller shall provide evidence of all tax payments and statements to Purchaser for the previous three (3) years within five (5) days of Effective Date. C. Seller shall be responsible for payment of all operating expenses related to the Subject Premises prior cycle to the Closing Date, which shall Date will be paid in full prior credited to Closing and Seller shall provide Purchaser with reasonable evidence that all such operating expenses including all outstanding bills of utility companies and service providers have been paid in full for the time period prior to the Closing Date. Purchaser shall be responsible for all such expenses on the Closing Date and thereafter. D. Seller shall be responsible for payment of all amounts due under all reciprocal easement agreements for the time period prior to the Closing Date. Purchaser shall be responsible for all such amounts on the Closing Date and thereafter. E. All tenant security deposits, if any, shall be assumed by Purchaser with credit therefor against sums due at Closing. F. Seller (h) The Parties shall pay make all state, county, city and other real estate conveyance, tangible, intangible, stamp and similar taxes and any other transfer taxes due upon Closing or required adjustments necessary to be paid upon recording effectuate the intent of the Special Warranty DeedParties as set forth in this Agreement. G. Purchaser and Seller shall split, on a fifty/fifty (50/50) basis, any escrow fees/closing fees charged by the Escrow Agent.

Closing Adjustments. The following items shall be apportioned against sums due Seller at Closingpaid, prorated, or adjusted as of the Closing Date in the manner hereinafter set forth: A. (a) All payments received real estate Taxes, as well as Taxes assessed on Terminal Inventory, due and owing on or before the Closing Date, all penalties and interest thereon, and all special assessments affecting the Terminals, whether payable in installments or not, shall be paid in full by Seller from Seller. (b) Current real estate Taxes, assessments and charges for the Tenant for fixed rent Terminals shall be prorated as of the Closing Date with Purchaser receiving upon the fixed rent payable with respect tax year of the applicable taxing authority, without regard to when said Taxes are payable, so that the portion of current Taxes allocable to the day period from the beginning of such year to the Closing Date shall be the responsibility of Seller and the portion of the current Taxes allocable to the portion of such year from the Closing Date to the end of such year shall be the responsibility of Buyer. These Taxes will be prorated -57- based on the current assessed value for 2004. A post-closing adjustment will be made to reflect accurately Seller's responsibility for that portion of real estate Taxes attributable to the period prior to the Closing Date, and Buyer's responsibility for that portion of real estate Taxes attributable to the period following the Closing Date. The post-closing adjustment will be made upon receipt by Buyer of the relevant tax bill from the appropriate Governmental Authorities, but no later than xxx year following the Closing Date. Any post-closing adjustment proposed by Buyer will be supported by copies of said tax bills along with other reasonable documentation to be provided to Seller. (c) Seller shall be responsible for the cost of utilities for each Terminal up to Closing and Buyer shall be responsible for such costs thereafter. (d) Buyer shall bear and pay all periods thereafter title insurance premiums and charges. (e) Buyer shall bear and pay all payments received by realty transfer fees, recording costs and Taxes associated with the conveyance of the Real Property, the Improvements and the Personal Property. (f) Seller from and Buyer shall each pay their own respective legal fees and expenses and the Tenant, for additional rental items such as real estate taxes, utilities, maintenance and operating expenses, insurance and similar reimbursements, expenses, escalation payments and prepaid expense items allocable to lease periods cost of performance of their respective obligations hereunder. (g) All amounts due Seller under the Lease) extending to periods after the Closing, any assignable Revenue-Generating Contract shall be prorated as of the Closing with Purchaser receiving a credit for Date upon the amount payable for the day of Closing and thereafter, shall be allocated and distributed to Purchaser together with an accounting therefor or at Purchaser's option credited to Purchaser at the Closing. In the event payment cycle established under such Revenue-Generating Contract so that the Tenant pays additional rental items such as real estate taxes, maintenance and operating expenses and insurance on an estimated basis, then, prior to Closing, portion the amounts due Seller shall complete a reconciliation of all such expenses and shall provide Purchaser with a credit at Closing for any amounts which Purchaser may be obligated to refund to the Tenant. In no event shall Purchaser be charged with any past due rentals, which, if collected by Purchaser, shall be remitted to Seller only after all current rents and other charges have been satisfied, and less Purchaser's reasonable costs of collection, including attorney's fees. Seller shall have no surviving rights after Closing to collect from the Tenant any past due amounts. Should any current charges or xxxxxxxx to or for utilities, including electricity, sewer and water charges that are payable in arrears, be unknown at the Closing, beginning of such charges shall be estimated and prorated as of the Closing, with Purchaser receiving a credit from Seller, based upon the last available invoices or billing therefor. B. All real and personal property taxes and special assessments of whatever nature and kind which have become due and payable or are delinquent as of the date of Closing shall be paid and discharged by Seller and reimbursed by Tenant in the manner consistent with the Lease. To the extent not paid directly by the Tenant, all taxes for periods prior to Closing which have not yet been paid and are not yet due and payable as of the date of Closing shall become the responsibility of the Purchaser to provide the tax statements to Tenant and receive full reimbursement for all taxes paid from Tenant in the manner consistent with the Lease. In the event Seller is owed any taxes for periods prior to Closing and which are to be paid for by Tenant pursuant to the Lease, then, Purchaser shall not be required to provide Seller with a credit at Closing; provided, however, at such time as Purchaser has received such amounts from the Tenant under the Lease, it shall remit such amounts to Seller and in no event shall Purchaser be responsible for payment to Seller of any amount of real estate taxes under this Section 9.B. Seller shall provide evidence of all tax payments and statements to Purchaser for the previous three (3) years within five (5) days of Effective Date. C. Seller shall be responsible for payment of all operating expenses related to the Subject Premises prior cycle to the Closing Date, which shall Date will be paid in full prior credited to Closing and Seller shall provide Purchaser with reasonable evidence that all such operating expenses including all outstanding bills of utility companies and service providers have been paid in full for the time period prior to the Closing Date. Purchaser shall be responsible for all such expenses on the Closing Date and thereafter. D. Seller shall be responsible for payment of all amounts due under all reciprocal easement agreements for the time period prior to the Closing Date. Purchaser shall be responsible for all such amounts on the Closing Date and thereafter. E. All tenant security deposits, if any, shall be assumed by Purchaser with credit therefor against sums due at Closing. F. Seller (h) The Parties shall pay make all state, county, city and other real estate conveyance, tangible, intangible, stamp and similar taxes and any other transfer taxes due upon Closing or required adjustments necessary to be paid upon recording effectuate the intent of the Special Warranty DeedParties as set forth in this Agreement. G. Purchaser and Seller shall split, on a fifty/fifty (50/50) basis, any escrow fees/closing fees charged by the Escrow Agent.

Closing Adjustments. The following items shall be apportioned against sums due Seller at Closingpaid, prorated, or adjusted as of the Closing Date in the manner hereinafter set forth: A. (a) All payments received real estate Taxes, as well as Taxes assessed on Terminal Inventory, due and owing on or before the Closing Date, all penalties and interest thereon, and all special assessments affecting the Terminal, whether payable in installments or not, shall be paid in full by Seller from Seller. (b) Current real estate Taxes, assessments and charges for the Tenant for fixed rent Terminal shall be prorated as of the Closing Date with Purchaser receiving upon the fixed rent payable with respect tax year of the applicable taxing authority, without regard to when said Taxes are payable, so that the portion of current Taxes allocable to the day period from the beginning of such year to the Closing Date shall be the responsibility of Seller and the portion of the current Taxes allocable to the portion of such year from the Closing Date to the end of such year shall be the responsibility of Buyer. These Taxes will be prorated based on the current assessed value for 2004. A post-closing adjustment will be made to reflect accurately Seller's responsibility for that portion of real estate Taxes attributable to the period prior to the Closing Date, and Buyer's responsibility for that portion of real estate Taxes attributable to the period following the Closing Date. The post-closing adjustment will be made upon receipt by Buyer of the relevant tax xxxx from the appropriate Governmental Authorities, but no later than one year following the Closing Date. Any post-closing adjustment proposed by Buyer will be supported by copies of said tax bills along with other reasonable documentation to be provided to Seller. (c) Seller shall be responsible for the cost of utilities for the Terminal up to Closing and Buyer shall be responsible for such costs thereafter. (d) Buyer shall bear and pay all periods thereafter title insurance premiums and charges. (e) Buyer shall bear and pay all payments received by realty transfer fees, recording costs and Taxes associated with the conveyance of the Real Property, the Improvements and the Personal Property. (f) Seller from and Buyer shall each pay their own respective legal fees and expenses and the Tenant, for additional rental items such as real estate taxes, utilities, maintenance and operating expenses, insurance and similar reimbursements, expenses, escalation payments and prepaid expense items allocable to lease periods cost of performance of their respective obligations hereunder. (g) All amounts due Seller under the Lease) extending to periods after the Closing, any assignable Revenue-Generating Contract shall be prorated as of the Closing with Purchaser receiving a credit for Date upon the amount payable for the day of Closing and thereafter, shall be allocated and distributed to Purchaser together with an accounting therefor or at Purchaser's option credited to Purchaser at the Closing. In the event payment cycle established under such Revenue-Generating Contract so that the Tenant pays additional rental items such as real estate taxes, maintenance and operating expenses and insurance on an estimated basis, then, prior to Closing, portion the amounts due Seller shall complete a reconciliation of all such expenses and shall provide Purchaser with a credit at Closing for any amounts which Purchaser may be obligated to refund to the Tenant. In no event shall Purchaser be charged with any past due rentals, which, if collected by Purchaser, shall be remitted to Seller only after all current rents and other charges have been satisfied, and less Purchaser's reasonable costs of collection, including attorney's fees. Seller shall have no surviving rights after Closing to collect from the Tenant any past due amounts. Should any current charges or xxxxxxxx to or for utilities, including electricity, sewer and water charges that are payable in arrears, be unknown at the Closing, beginning of such charges shall be estimated and prorated as of the Closing, with Purchaser receiving a credit from Seller, based upon the last available invoices or billing therefor. B. All real and personal property taxes and special assessments of whatever nature and kind which have become due and payable or are delinquent as of the date of Closing shall be paid and discharged by Seller and reimbursed by Tenant in the manner consistent with the Lease. To the extent not paid directly by the Tenant, all taxes for periods prior to Closing which have not yet been paid and are not yet due and payable as of the date of Closing shall become the responsibility of the Purchaser to provide the tax statements to Tenant and receive full reimbursement for all taxes paid from Tenant in the manner consistent with the Lease. In the event Seller is owed any taxes for periods prior to Closing and which are to be paid for by Tenant pursuant to the Lease, then, Purchaser shall not be required to provide Seller with a credit at Closing; provided, however, at such time as Purchaser has received such amounts from the Tenant under the Lease, it shall remit such amounts to Seller and in no event shall Purchaser be responsible for payment to Seller of any amount of real estate taxes under this Section 9.B. Seller shall provide evidence of all tax payments and statements to Purchaser for the previous three (3) years within five (5) days of Effective Date. C. Seller shall be responsible for payment of all operating expenses related to the Subject Premises prior cycle to the Closing Date, which shall Date will be paid in full prior credited to Closing and Seller shall provide Purchaser with reasonable evidence that all such operating expenses including all outstanding bills of utility companies and service providers have been paid in full for the time period prior to the Closing Date. Purchaser shall be responsible for all such expenses on the Closing Date and thereafter. D. Seller shall be responsible for payment of all amounts due under all reciprocal easement agreements for the time period prior to the Closing Date. Purchaser shall be responsible for all such amounts on the Closing Date and thereafter. E. All tenant security deposits, if any, shall be assumed by Purchaser with credit therefor against sums due at Closing. F. Seller (h) The Parties shall pay make all state, county, city and other real estate conveyance, tangible, intangible, stamp and similar taxes and any other transfer taxes due upon Closing or required adjustments necessary to be paid upon recording effectuate the intent of the Special Warranty DeedParties as set forth in this Appendix. G. Purchaser and Seller shall split, on a fifty/fifty (50/50) basis, any escrow fees/closing fees charged by the Escrow Agent.

Closing Adjustments. The following items shall be apportioned against sums paid, prorated, or adjusted as of the Closing Date in the manner hereinafter set forth: (a) All real estate Taxes as well as any Taxes assessed on the Personal Property, due and owing on or before the Closing Date, all penalties and interest thereon, and all special assessments affecting the Terminals, whether payable in installments or not, shall be paid in full by Seller. (b) Current ad valorem Taxes including real estate Taxes, special assessments and charges for the current year (“Property Taxes”) shall be allocated between Seller and Buyer as of the Closing Date on the basis of no applicable discount. The allocation shall be based on the number of days that each party owns the Terminals during the year of the sale. If the amount of such Property Taxes with respect to any of the Terminals for the calendar year in which the Closing occurs has not been determined as of the Closing Date, then the Property Taxes with respect to such Terminals for the preceding calendar year, on the basis of no applicable discount, shall be used to calculate such allocations, with known changes in valuation applied. Seller’s allocated share of the Property Taxes for the current year shall be credited to Buyer at Closing as a reduction in Purchase Price and Buyer shall assume the responsibility to pay the Property Taxes, unless Seller has already paid the current year’s Property Taxes, in which case Seller shall be credited at Closing as an increase in Purchase Price with Buyer’s allocated share of the Property Taxes. If the actual amount of any such Property Taxes varies by more than Twenty Thousand Dollars ($20,000) from estimates used at the Closing to prorate such taxes, then the parties shall re-prorate such Property Taxes within ten (10) days following a request by either party based on the actual amount of the tax bills. (c) Seller shall be responsible for the cost of Terminals utilities up to Closing and Buyer shall be responsible for such costs thereafter. (d) Buyer shall bear and pay all title insurance premiums and charges. (e) Buyer shall bear and pay all realty transfer fees, recording costs and Taxes associated with the conveyance of the Real Property, the Improvements and the Personal Property, except Taxes imposed by reason of capital or income of Seller. Seller and Buyer agree that no sales and use taxes will be reported on any of the Terminals transferred to Buyer since such sale qualifies for an occasional sale exemption. (f) Seller and Buyer shall each pay their own respective legal fees and expenses and the cost of performance of their respective obligations hereunder. (g) All amounts due Seller at Closing: A. All payments received by Seller from the Tenant for fixed rent under any assignable revenue-generating contract shall be prorated as of the Closing Date with Purchaser receiving upon the fixed rent payable with respect to payment cycle established under such revenue-generating contract so that the day of Closing and for all periods thereafter and all payments received by portion the amounts due Seller from the Tenant, for additional rental items beginning of such as real estate taxes, utilities, maintenance and operating expenses, insurance and similar reimbursements, expenses, escalation payments and prepaid expense items allocable to lease periods (under the Lease) extending to periods after the Closing, shall be prorated as of the Closing with Purchaser receiving a credit for the amount payable for the day of Closing and thereafter, shall be allocated and distributed to Purchaser together with an accounting therefor or at Purchaser's option credited to Purchaser at the Closing. In the event that the Tenant pays additional rental items such as real estate taxes, maintenance and operating expenses and insurance on an estimated basis, then, prior to Closing, Seller shall complete a reconciliation of all such expenses and shall provide Purchaser with a credit at Closing for any amounts which Purchaser may be obligated to refund to the Tenant. In no event shall Purchaser be charged with any past due rentals, which, if collected by Purchaser, shall be remitted to Seller only after all current rents and other charges have been satisfied, and less Purchaser's reasonable costs of collection, including attorney's fees. Seller shall have no surviving rights after Closing to collect from the Tenant any past due amounts. Should any current charges or xxxxxxxx to or for utilities, including electricity, sewer and water charges that are payable in arrears, be unknown at the Closing, such charges shall be estimated and prorated as of the Closing, with Purchaser receiving a credit from Seller, based upon the last available invoices or billing therefor. B. All real and personal property taxes and special assessments of whatever nature and kind which have become due and payable or are delinquent as of the date of Closing shall be paid and discharged by Seller and reimbursed by Tenant in the manner consistent with the Lease. To the extent not paid directly by the Tenant, all taxes for periods prior to Closing which have not yet been paid and are not yet due and payable as of the date of Closing shall become the responsibility of the Purchaser to provide the tax statements to Tenant and receive full reimbursement for all taxes paid from Tenant in the manner consistent with the Lease. In the event Seller is owed any taxes for periods prior to Closing and which are to be paid for by Tenant pursuant to the Lease, then, Purchaser shall not be required to provide Seller with a credit at Closing; provided, however, at such time as Purchaser has received such amounts from the Tenant under the Lease, it shall remit such amounts to Seller and in no event shall Purchaser be responsible for payment to Seller of any amount of real estate taxes under this Section 9.B. Seller shall provide evidence of all tax payments and statements to Purchaser for the previous three (3) years within five (5) days of Effective Date. C. Seller shall be responsible for payment of all operating expenses related to the Subject Premises prior cycle to the Closing Date, which shall Date will be paid in full prior credited to Closing and Seller shall provide Purchaser with reasonable evidence that all such operating expenses including all outstanding bills of utility companies and service providers have been paid in full for the time period prior to the Closing Date. Purchaser shall be responsible for all such expenses on the Closing Date and thereafter. D. Seller shall be responsible for payment of all amounts due under all reciprocal easement agreements for the time period prior to the Closing Date. Purchaser shall be responsible for all such amounts on the Closing Date and thereafter. E. All tenant security deposits, if any, shall be assumed by Purchaser with credit therefor against sums due at Closing. F. Seller (h) The Parties shall pay make all state, county, city and other real estate conveyance, tangible, intangible, stamp and similar taxes and any other transfer taxes due upon Closing or required adjustments necessary to be paid upon recording effectuate the intent of the Special Warranty DeedParties as set forth in this Agreement. G. Purchaser and Seller shall split, on a fifty/fifty (50/50) basis, any escrow fees/closing fees charged by the Escrow Agent.

Closing Adjustments. 6.1. The following shall be apportioned against sums due Seller at Closing: A. All payments received by Seller from the Tenant for fixed rent shall are to be prorated or adjusted (as 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 or otherwise from the Property or any portion thereof shall be prorated. Seller shall be charged with any rent and other income collected by Seller before Closing but applicable to any period of time after Closing. Uncollected rent and other income shall not be prorated. Purchaser receiving shall apply rent and other income from tenants that are collected after the fixed rent payable with respect Closing first to the day obligations then owing to Purchaser for its period of ownership and to costs of collection, remitting the balance, if any, to Seller. Any prepaid rents for the period following the Closing and for all periods thereafter and all payments received Date shall be paid over by Seller from or otherwise credited to Purchaser. Purchaser will make reasonable efforts, without suit, to collect any rents applicable to the Tenant, for additional rental items such as real estate taxes, utilities, maintenance and operating expenses, insurance and similar reimbursements, expenses, escalation payments and prepaid expense items allocable to lease periods (under the Lease) extending to periods after the Closing, shall be prorated as of period before the Closing with Date. Seller may pursue collection as to any rent not collected by Purchaser receiving a credit for within 6 months following the amount payable for the day Closing Date provided that Seller shall have no right to pursue collection efforts against any tenant while in occupancy of Closing and thereafter, shall be allocated and distributed to Purchaser together with an accounting therefor or at Purchaser's option credited to Purchaser apartment at the ClosingProperty. In the event that the Tenant any tenant pays additional rental items such as real estate taxes, maintenance and operating expenses and insurance on its rent via an estimated basis, then, prior to ClosingACH or other automatic debit system, Seller shall complete a reconciliation of all cancel such expenses and shall provide Purchaser with a credit at Closing for any amounts which Purchaser may be obligated to refund to the Tenant. In no event shall Purchaser be charged with any past due rentals, which, if collected by Purchaser, shall be remitted to Seller only after all current rents and other charges have been satisfied, and less Purchaser's reasonable costs of collection, including attorney's fees. Seller shall have no surviving rights after Closing to collect from the Tenant any past due amounts. Should any current charges or xxxxxxxx to or for utilities, including electricity, sewer and water charges that are payable in arrears, be unknown at the Closing, such charges shall be estimated and prorated as of the Closing, with Purchaser receiving a credit from Seller, based upon the last available invoices or billing therefor. B. All real and personal property taxes and special assessments of whatever nature and kind which have become due and payable or are delinquent as of the date of Closing shall be paid and discharged by Seller and reimbursed by Tenant in the manner consistent with the Lease. To the extent not paid directly by the Tenant, all taxes for periods prior to Closing which have not yet been paid and are not yet due and payable as of the date of Closing shall become the responsibility of the Purchaser to provide the tax statements to Tenant and receive full reimbursement for all taxes paid from Tenant in the manner consistent with the Lease. In the event Seller is owed any taxes for periods prior to Closing and which are to be paid for by Tenant pursuant to the Lease, then, Purchaser shall not be required to provide Seller with a credit automatic payments at Closing; provided, however, at such time as Purchaser has received such amounts from in the Tenant under the Leaseevent that an automatic rent payment is erroneously forwarded to Seller after Closing, it Seller, shall remit such payment to Purchaser in accordance with Section 6.2. For purposes of this Section 6.1.1, the terms "rent" and “income” excludes application fees, administrative fees, non-refundable deposits, non-sufficient funds fees, late fees, resident property damage fees to the extent repairs have been completed, credit-card/online payment fees, clubhouse rental (for usage prior to Closing) or other non-rental related Tenant charges related to periods prior to Closing and not customarily prorated in similar transactions; provided however that Tenant utility reimbursements shall be treated as income, and amounts received after Closing to be applied to amounts due to Seller for any unpaid period prior to Closing (not to exceed 60 days). 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 Taxes becoming due and payable after the Closing based on the Taxes which are a lien for the year of the Closing, even if such Taxes and assessments are not yet due and payable. All prorations shall be based upon the most recent available tax rates, assessments and valuations. 6.1.3. 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 15 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, 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 will be apportioned on a per diem basis from the date of such reading immediately prior thereto and Seller shall pay the proportionate charges due up to the date of Closing. 6.1.4. Amounts paid or payable in no event shall Purchaser be responsible for payment to Seller respect of any Contracts assigned to Purchaser pursuant to the "Xxxx of Sale and Assignment" (as such term is defined in Section 8.1.2 hereof). 6.1.5. Purchaser shall receive a credit against the cash portion of the Purchase Price in an amount equal to all unapplied Tenant security deposits and accrued interest which Seller has received from Tenants. 6.1.6. Any leasing commissions with respect to the Leases shall be the sole responsibility of real estate taxes under this Section 9.B. Seller, and shall be paid or discharged fully at or prior to Closing. 6.1.7. Seller shall provide evidence of make all tax payments and statements to Purchaser for units at the previous three Apartments which are vacant seven (3) years within five (57) days of Effective Date. C. Seller shall be responsible for payment of all operating expenses related prior to the Subject Premises Closing Date ready for occupancy by incoming tenants, consistent with Seller’s past practices (the “Rent Ready Condition”). If any such vacant unit is not in Rent Ready Condition prior to the Closing Date, which Purchaser shall be paid receive a credit at Closing in full prior an amount equal to Closing and Seller shall provide $750.00 per unit that is not in Rent Ready Condition. Purchaser with reasonable evidence that all is required to inspect any such operating expenses including all outstanding bills of utility companies and service providers have been paid in full for the time period vacant unit at least two (2) Business Days prior to the Closing Date. Except as set forth in this Agreement, the customs of the county in which the Property is located shall govern prorations. The provisions of this Section 6.1 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 Closing, but no later than 120 days after the Closing, to the effect that income and expenses are received and paid by the parties on an accrual basis with respect to their period of ownership. Payments in connection with the final adjustment shall be responsible for all such expenses on the Closing Date and thereafter. D. due within 30 days of written notice. Upon request, Seller shall be responsible for payment of all amounts due under all reciprocal easement agreements for provided reasonably satisfactory documentation (such as invoices or receipts) to confirm the time period prior to the Closing Date. Purchaser shall be responsible for all such amounts on the Closing Date and thereafterfinal prorations. E. All tenant security deposits, if any, shall be assumed by Purchaser with credit therefor against sums due at Closing. F. Seller shall pay all state, county, city and other real estate conveyance, tangible, intangible, stamp and similar taxes and any other transfer taxes due upon Closing or required to be paid upon recording of the Special Warranty Deed. G. Purchaser and Seller shall split, on a fifty/fifty (50/50) basis, any escrow fees/closing fees charged by the Escrow Agent.

Closing Adjustments. The following prorations and adjustments described in this Section 5.1 (collectively the “Closing Adjustments”) shall be apportioned against sums due made between Buyer and Seller at Closing:. A. (a) All payments received by Seller from city, state and county ad valorem taxes and similar impositions levied or imposed upon or assessed against the Tenant Property (the “Taxes”) for fixed rent the year in which Closing occurs shall be prorated as of midnight the day before the Closing Date. In the event the Taxes are not determinable at the time of Closing, the Taxes shall be prorated on (i) the latest available tax rate and assessed valuation, and (ii) any supplemental assessment, if obtainable prior to Closing (the “Estimated Taxes”). Seller shall pay all certified assessment liens imposed on the Property at Closing. In the event any of the Taxes are delinquent at the time of Closing, Seller shall pay same at Closing. If any taxes are imposed because of a change in the use of the Property prior to Closing (e.g., farm use or rollback taxes), Seller shall be responsible for and shall pay at Closing such taxes on the Property, if any, relating solely to the period prior to Closing. If the Property has not been assessed on a completed basis but will be assessed on a completed basis for the tax year in which the Closing occurs, the parties shall complete the proration based on the most recent ascertainable assessed values and tax rates, but shall adjust said proration at such time as actual rates and valuation become available once the Property has been assessed on a completed basis for the year of Closing and the overcompensated party shall compensate the under compensated party within thirty (30) days thereafter. It is the parties’ intent and agreement that, ultimately, each party shall be responsible and liable for any Taxes (as well as assessments) which relate to the period during which such party owned the Property; i.e., as between the parties, Seller shall be responsible and liable for Taxes and assessments which relate to any period prior to the Closing Date with Purchaser receiving and Buyer shall be responsible and liable for Taxes and assessments which relate to the fixed rent period commencing on the Closing Date and continuing thereafter, and each party’s obligations and liabilities in this regard shall survive the Closing. (i) All operating expenses, utility charges and reimbursement for utility charges accrued through 12:00 a.m. immediately prior to the Closing Date for the Property (including, without limitation, telephone, water, storm and sanitary sewer, electricity, gas, garbage and waste removal) (to the extent not paid or payable by tenants under Leases) shall be prorated as of midnight the day before the Closing Date, transfer fees required with respect to any such utility shall be paid by or charged to Buyer, and Seller shall claim from the day applicable utility company any deposits held on account for Seller. (ii) Recoveries from the utility expense reimbursements payable by tenants of Closing and for all periods thereafter and all payments received the Property to the extent collected by Seller from (or a third party service provider) shall be prorated at Closing based upon, and shall relate back to, the Tenantmonths in which the billed expenses were incurred. Buyer acknowledges that utility charges are billed to the tenants of the Property in arrears, for additional rental items such as real estate taxes, utilities, maintenance and operating expenses, insurance and similar reimbursements, expenses, escalation payments and prepaid expense items that any bxxxxxxx allocable to lease periods the period prior to the Closing Date shall be paid to Seller when received. (c) All paid rents, together with any other sums paid by tenants under the Lease) extending to periods after the ClosingLeases, shall be prorated as of midnight the day before the Closing with Purchaser receiving a credit for the amount payable for the day of Closing and thereafter, shall be allocated and distributed to Purchaser together with an accounting therefor or at Purchaser's option credited to Purchaser at the ClosingDate. In the event that that, at the Tenant pays additional rental items such as real estate taxes, maintenance and operating expenses and insurance on an estimated basis, then, prior to time of Closing, Seller shall complete a reconciliation of all such expenses and shall provide Purchaser with a credit at Closing for any amounts which Purchaser may be obligated to refund to the Tenant. In no event shall Purchaser be charged with there are any past due rentalsor delinquent rents or other sums owing by any tenants of the Property (collectively, whichthe “Delinquent Rent”), if collected by Purchaser, Buyer shall be remitted remit to Seller its pro-rata share thereof, to the extent, and only after all current to the extent, that the aggregate rents received by Buyer from each such tenant owing Delinquent Rent exceed the sum of (A) the aggregate rents and other charges have been satisfiedsums then due and payable by such tenant for periods from and after the Closing Date, and less Purchaser's (B) any reasonable costs of collection, including attorney's feesand necessary amounts expended by Buyer to collect such Delinquent Rent. Buyer shall use its good faith efforts to collect any such amounts due to Seller from tenants in occupancy at the Real Property under the Leases but Buyer shall have no surviving rights after Closing obligation to file suit against any of such tenants. Buyer shall have the exclusive right to collect any sums due Seller from the Tenant any past due amounts. Should any current charges or xxxxxxxx to or for utilities, including electricity, sewer and water charges that are payable tenants in arrears, be unknown occupancy at the ClosingReal Property under the Leases, and Seller may not disturb the possession of such charges shall be estimated and prorated tenants by bringing any action to evict them or collect rent. Seller hereby retains the right to pursue any tenant no longer in occupancy as of the Closing, with Purchaser receiving a credit from Closing Date at the Real Property under the Leases for any sums due Seller for periods attributable to Seller, based upon the last available invoices or billing therefor. B. All real and personal property taxes and special assessments of whatever nature and kind which have become due and payable or are delinquent as ’s ownership of the date of Closing shall be paid and discharged by Seller and reimbursed by Tenant in the manner consistent with the Lease. To the extent not paid directly by the Tenant, all taxes for periods prior to Closing which have not yet been paid and are not yet due and payable as of the date of Closing shall become the responsibility of the Purchaser to provide the tax statements to Tenant and receive full reimbursement for all taxes paid from Tenant in the manner consistent with the LeaseReal Property. In the event that, after Closing, Seller is owed receives any taxes payments of rent or other sums due from tenants under Leases, Seller shall promptly forward such payments to Buyer for periods prior to Closing and which are to be paid for by Tenant pursuant to the Lease, then, Purchaser shall not be required to provide Seller Buyer’s disbursement in accordance with a credit at Closing; provided, however, at such time as Purchaser has received such amounts from the Tenant under the Lease, it shall remit such amounts to Seller and in no event shall Purchaser be responsible for payment to Seller of any amount of real estate taxes under this Section 9.B. Seller 51(c). The provisions of this Section 5.1(c) shall provide evidence survive the Closing for a period of all tax payments and statements to Purchaser for the previous three (3) years within five (5) days of Effective Datemonths. C. (d) Buyer shall receive a credit against the Purchase Price in the amount of all security, pet, cleaning and/or other tenant deposits paid by tenants under Leases, and interest accrued thereon, contingently payable to such tenants for whose account they are maintained, and Seller shall retain such funds free and clear of any and all claims on the part of tenants under Leases. After Closing, Buyer shall be responsible for payment maintaining as security, pet, cleaning and/or other tenant deposits, as applicable, the aggregate amount so credited to Buyer in accordance with the provisions of the Leases relevant thereto. (e) Buyer shall receive a credit against the Purchase Price in the amount of all operating expenses related to prepaid rent under the Subject Premises prior to Leases. Seller shall pay all sales taxes due for income paid on or before Closing. (f) All amounts payable under any of the Service Agreements shall be prorated as of midnight the day before the Closing Date, which excluding, however, any signing bonuses, incentive payments and/or other upfront money or fees received by the Seller under any Service, the parties agreeing that any such fees shall be paid deemed fully earned by, and property of, the Seller. (g) Seller is a party that certain Reimbursement Agreement with Forest Hill Associates (“Forest Hill”), pursuant to which Forest Hill is required to reimburse Seller for a share of the costs of the construction of a public road along the eastern boundary of the Property running from Winchester Road to tie in full prior with the existing Crestwyn Hills Road that presently runs to Closing and Forest Hill-Ixxxx Road. Forest Hill’s reimbursement obligations are secured by a deed of trust in favor of Seller. Seller shall provide Purchaser with reasonable evidence retain the right to receive the reimbursement payment from Forest Hill and retain all right, title, and interest in and to the Reimbursement Agreement and deed of trust. Seller represents that as of Closing, Seller has performed all such operating expenses including all outstanding bills of utility companies its obligations under the Reimbursement Agreement. (h) All other continuing items of paid expense and service providers have been paid in full for collected income regarding the time period prior to operation and ownership of the Property shall be prorated as of midnight the day before the Closing Date. Purchaser shall be responsible for all such expenses on the Closing Date and thereafter. D. Seller shall be responsible for payment of all amounts due under all reciprocal easement agreements for the time period prior to the Closing Date. Purchaser shall be responsible for all such amounts on the Closing Date and thereafter. E. All tenant security deposits, if any, shall be assumed by Purchaser with credit therefor against sums due at Closing. F. Seller shall pay all state, county, city and other real estate conveyance, tangible, intangible, stamp and similar taxes and any other transfer taxes due upon Closing or required to be paid upon recording of the Special Warranty Deed. G. Purchaser and Seller shall split, on a fifty/fifty (50/50) basis, any escrow fees/closing fees charged by the Escrow Agent.

Closing Adjustments. (a) The following prorations and adjustments described in this Section 10 (collectively the "Closing Adjustments") and outlined in Schedule II attached hereto shall be apportioned against sums due made between Buyer and Seller at ClosingClosing or thereafter in accordance with the following: A. (i) All payments received by city, state and 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 be prorated as of the Closing Date. Seller shall pay all back taxes. Seller will be responsible for any roll-back taxes applicable to any year prior to the year of the Closing, with the regular and roll-back taxes applicable to the year of the Closing being prorated as of the Closing Date. Seller will escrow, at the Closing, with the Title Company the estimated amount of roll-back taxes for such prior years. In the event the Taxes are not determinable at the time of Closing, the Taxes shall be prorated on the basis of the best available information (the "Estimated Taxes"). In the event any of the Taxes are delinquent at the time of Closing, the same shall be paid at Closing. If the Taxes are not paid at Closing, Seller shall deliver to Buyer the bills for the Taxes promptly upon receipt thereof and Buyer shall thereupon be responsible for the payment in full of the Taxes within the time fixed for payment thereof and before the same shall become delinquent. Notwithstanding the foregoing, in the event actual Taxes for the year of Closing exceed the Estimated Taxes for the year of Closing (the "Tax Excess") or Estimated Taxes for the year of Closing exceed the actual Taxes for the year of Closing (the "Tax Refund"), Seller and Buyer shall prorate and pay such Tax Excess or such Tax Refund as follows: (A) Seller shall be responsible for a portion of the Tax Excess or shall receive credit for the Tax Refund prorated from January 1 of the year of Closing through the Closing Date based upon a 365 day calendar year. Buyer shall notify Seller of any Tax Excess or Tax Refund. The notification shall include a calculation of the amount due to Buyer from Seller in the case of a Tax Excess or the amount due to Seller from Buyer in the Tenant case of a Tax Refund. Seller shall have thirty (30) days from Seller's receipt of such notification to pay its portion of the Tax Excess to Buyer and Buyer shall have thirty (30) days from Buyer's delivery of such notification to Seller to pay Seller its portion of the Tax Refund. (B) Buyer shall be responsible for fixed rent a portion of the Tax Excess prorated from the Closing Date through December 31 of the year of Closing based upon a 365 day calendar year. Buyer shall assume responsibility for payment of the Estimated Taxes as of the Closing Date, and shall notify Seller of any Tax Excess or Tax Refund pursuant to the terms of Section (b) hereof; (b) All utility charges (including, without limitation, telephone, water, storm and sanitary sewer, electricity, gas, garbage and waste, compost and recycling removal), all Carbon Taxes, Carbon Offsets, and reimbursement for any of the foregoing for the Project (to the extent not paid or payable by tenants under Leases) shall be prorated as of the Closing Date and Seller shall be credited with Purchaser receiving the fixed rent payable with respect any deposits transferred to the day account of Closing and for all periods thereafter and all payments received Buyer; (c) All paid rents, together with any other sums paid by Seller from the Tenanttenants, for additional rental items such as real estate taxes, utilities, maintenance and operating expenses, insurance and similar reimbursements, expenses, escalation payments and prepaid expense items allocable to lease periods (under the Lease) extending Leases (including without limitation operating expenditures, common area maintenance charges, capital expenditures or surcharges including without limitation any related to periods after the ClosingGreen Elements), shall be prorated as of the Closing with Purchaser receiving a credit for the amount payable for the day of Closing and thereafter, shall be allocated and distributed to Purchaser together with an accounting therefor or at Purchaser's option credited to Purchaser at the ClosingDate. In the event that, at the time of Closing, there are any past due or delinquent rents owing by any tenants of the Project, Buyer shall have the exclusive right to collect such past due or delinquent rents and shall remit to Seller its pro-rata share thereof, to the extent, and only to the extent, that the Tenant pays additional rental items aggregate rents received by Buyer from each such as real estate taxestenant owing past due or delinquent rents exceed the sum of (A) the aggregate rents and other sums then due and payable by such tenant for periods from and after the Closing Date, maintenance and operating expenses (B) any reasonable and insurance on an estimated basisnecessary amounts expended by Buyer to collect such past due or delinquent rents. Buyer shall have no obligation to collect or enforce collection of any such past due or delinquent rents from or against any tenant. In the event that, thenafter Closing, prior Seller receives any payments of rent or other sums due from tenants under Leases that relate to periods from and after Closing, Seller shall complete a reconciliation promptly forward to Buyer, Buyer's portion of all such expenses and shall provide Purchaser with a credit at Closing for any amounts which Purchaser may be obligated payments; (d) Unless otherwise agreed to refund to the Tenant. In no event shall Purchaser be charged with any past due rentals, which, if collected by Purchaser, shall be remitted to Seller only after all current rents and other charges have been satisfied, and less Purchaser's reasonable costs of collection, including attorney's fees. Seller shall have no surviving rights after Closing to collect from the Tenant any past due amounts. Should any current charges or xxxxxxxx to or for utilities, including electricity, sewer and water charges that are payable in arrears, be unknown at the Closing, such charges shall be estimated and prorated as of the Closing, with Purchaser receiving a credit from Seller, based upon the last available invoices or billing therefor. B. All real and personal property taxes and special assessments of whatever nature and kind which have become due and payable or are delinquent as of the date of Closing shall be paid and discharged writing by Seller and reimbursed by Tenant in the manner consistent with the Lease. To the extent not paid directly by the Tenant, all taxes for periods prior to Closing which have not yet been paid and are not yet due and payable as of the date of Closing shall become the responsibility of the Purchaser to provide the tax statements to Tenant and receive full reimbursement for all taxes paid from Tenant in the manner consistent with the Lease. In the event Seller is owed any taxes for periods prior to Closing and which are to be paid for by Tenant pursuant to the Lease, then, Purchaser shall not be required to provide Seller with a credit at Closing; provided, however, at such time as Purchaser has received such amounts from the Tenant under the Lease, it shall remit such amounts to Seller and in no event shall Purchaser be responsible for payment to Seller of any amount of real estate taxes under this Section 9.B. Seller shall provide evidence of all tax payments and statements to Purchaser for the previous three (3) years within five (5) days of Effective Date. C. Seller shall be responsible for payment of all operating expenses related to the Subject Premises prior to the Closing Date, which shall be paid in full prior to Closing and Seller shall provide Purchaser with reasonable evidence that all such operating expenses including all outstanding bills of utility companies and service providers have been paid in full for the time period prior to the Closing Date. Purchaser shall be responsible for all such expenses on the Closing Date and thereafter. D. Seller shall be responsible for payment of all amounts due under all reciprocal easement agreements for the time period prior to the Closing Date. Purchaser shall be responsible for all such amounts on the Closing Date and thereafter. E. All tenant security deposits, if any, shall be assumed by Purchaser with credit therefor against sums due at Closing. F. Seller shall pay all state, county, city and other real estate conveyance, tangible, intangible, stamp and similar taxes and any other transfer taxes due upon Closing or required to be paid upon recording of the Special Warranty Deed. G. Purchaser and Seller shall split, on a fifty/fifty (50/50) basis, any escrow fees/closing fees charged by the Escrow Agent.Buyer,

Closing Adjustments. The following shall be apportioned on the Closing Statement against sums due Seller at Closing: A. All payments received taxes and any installment of any special and other assessments which have become a lien and are due and payable upon the Premises prior to the Closing Date shall be paid by Seller from and proof of such payment shall be given to Purchaser prior to or at the Tenant for fixed rent Closing, or, at Seller's option, credit shall be given to Purchaser therefor. Current real property taxes shall be prorated as though paid in advance on the due date basis of the Closing Date with Purchaser receiving taxing authority on the fixed rent payable with respect basis of 365 day year; Seller shall be responsible for taxes up to the day date of Closing and for all periods thereafter and all payments received by Seller from the Tenant, for additional rental items such as real estate taxes, utilities, maintenance and operating expenses, insurance and similar reimbursements, expenses, escalation payments and prepaid expense items allocable to lease periods (under the Lease) extending to periods after the Closing, Purchaser shall be prorated as of the Closing with Purchaser receiving a credit responsible for the amount payable for taxes on the day of Closing and thereafter, shall be allocated and distributed to Purchaser together with an accounting therefor or at Purchaser's option credited to Purchaser at the Closing. In the event that the Tenant pays additional rental items such as real estate taxes, maintenance and operating expenses and insurance on an estimated basis, then, prior to Closing, Seller shall complete a reconciliation of all such expenses and shall provide Purchaser with a credit at Closing for any amounts which Purchaser may be obligated to refund to the Tenant. In no event shall Purchaser be charged with any past due rentals, which, if collected by Purchaser, shall be remitted to Seller only after all current rents and other charges have been satisfied, and less Purchaser's reasonable costs of collection, including attorney's fees. Seller shall have no surviving rights after Closing to collect from the Tenant any past due amounts. Should any current charges or xxxxxxxx to or for utilities, including electricity, sewer and water charges that are payable in arrears, be unknown at the Closing, such charges shall be estimated and prorated as of the Closing, with Purchaser receiving a credit from Seller, based upon the last available invoices or billing therefor. B. All real tenant security deposits, and personal property taxes and special assessments other deposits of whatever nature and kind which have become due and payable or are delinquent as of the date of Closing shall be paid and discharged by Seller and reimbursed by Tenant in the manner consistent with the Lease. To the extent not paid directly by the Tenant, all taxes for periods prior to Closing which have not yet been paid and are not yet due and payable as of the date of Closing shall become the responsibility of the Purchaser to provide the tax statements to Tenant and receive full reimbursement for all taxes paid from Tenant in the manner consistent with the Lease. In the event Seller is owed any taxes for periods prior to Closing and which are to be paid for by Tenant pursuant to the Lease, then, Purchaser shall not be required to provide Seller with a credit at Closing; provided, however, at such time as Purchaser has received such amounts from the Tenant under the Lease, it shall remit such amounts to Seller and in no event shall Purchaser be responsible for payment to Seller of any amount of real estate taxes under this Section 9.B. Seller shall provide evidence of all tax payments and statements to Purchaser for the previous three (3) years within five (5) days of Effective Date. C. Seller shall be responsible for payment of all operating expenses related to the Subject Premises prior to the Closing Date, which shall be paid in full prior to Closing and Seller shall provide Purchaser with reasonable evidence that all such operating expenses including all outstanding bills of utility companies and service providers have been paid in full for the time period prior to the Closing Date. Purchaser shall be responsible for all such expenses on the Closing Date and thereafter. D. Seller shall be responsible for payment of all amounts due under all reciprocal easement agreements for the time period prior to the Closing Date. Purchaser shall be responsible for all such amounts on the Closing Date and thereafter. E. All tenant security deposits, if anywhatsoever, shall be assumed by Purchaser with credit therefor against sums due at ClosingClosing and after the execution date hereof, Seller shall not apply any security deposits to delinquent rentals without a court order or judgment granting Seller such right. F. C. Current rents shall be prorated and adjusted as of the date of Closing based upon the actual number of days in the month of Closing, with Purchaser being credited for rents on the day of Closing and thereafter and all prepaid rents and Seller shall deliver all checks received by Seller which have not been deposited. In no event shall Purchaser be charged with any past due rentals and Seller's rights to receive all past due rentals shall be assigned and transferred to Purchaser at Closing. Seller shall have no surviving rights after Closing to collect past due rentals from tenants. D. Seller shall pay all state, county, city county and other local real estate conveyance, tangible, intangible, stamp and similar taxes and any other transfer taxes due upon Closing or required to be paid upon recording of the Special Warranty Covenant Deed. G. E. Seller shall pay for any transfer tax on conveyance or title transfer of any manufactured homes, installment sales contracts/mortgages, vehicles or other personal property included in this sale, including any sales tax with respect to such personal property. F. Any payments received by Seller with respect to any existing laundry contracts, telecommunications, or cable agreements which extend to periods after Closing, shall be prorated between Purchaser and Seller, based upon the remaining term of such agreement(s), with Seller providing Purchaser with a credit for amounts allocable to the remaining term after Closing against sums due Seller at Closing. G. Seller shall split, on a fifty/fifty (50/50) basis, any escrow fees/closing fees charged by pay all outstanding bills of utility companies and service providers with respect to the Escrow AgentPremises through the day prior to the date of Closing. H. Seller shall pay the commissions due to the "Broker" as defined in Section 15 hereof.

Closing Adjustments. The following Seller shall be apportioned against sums due Seller at Closing: A. All payments received deliver to Purchaser prior to the Closing a written certificate executed by Seller from Seller’s chief financial officer setting forth his or her good faith estimate of the Tenant Net Working Capital, which shall include a separate line item for fixed rent shall be prorated each element comprising Net Working Capital (the “Estimated Net Working Capital”) as of the Closing Date with Purchaser receiving (the fixed rent payable with respect to “Estimated Net Working Capital Statement”), and a good faith estimate of the day balance sheet of Closing and for all periods thereafter and all payments received by Seller from the Tenant, for additional rental items such as real estate taxes, utilities, maintenance and operating expenses, insurance and similar reimbursements, expenses, escalation payments and prepaid expense items allocable to lease periods (under the Lease) extending to periods after the Closing, shall be prorated Business as of the Closing Date from which Estimated Net Working Capital shall be derived (including a good faith estimate of the Closing Indebtedness). The Estimated Net Working Capital Statement and the estimated balance sheet shall be prepared in accordance with GAAP and Seller Accounting Principles as outlined in Exhibit H and shall be in form and substance reasonably satisfactory to Purchaser. Purchaser receiving a credit for shall have the amount payable for opportunity to provide comments to Seller on the day Estimated Net Working Capital Statement and the closing balance sheet (including the determination of Closing Indebtedness) and thereafter, the Estimated Net Working Capital Statement shall be allocated and distributed to Purchaser together with an accounting therefor or at Purchaser's option credited to Purchaser at the Closing. In the event that the Tenant pays additional rental items such as real estate taxes, maintenance and operating expenses and insurance on an estimated basis, then, prior to Closing, Seller shall complete a reconciliation of all such expenses and shall provide Purchaser with a credit at Closing for any amounts which Purchaser may be obligated to refund to the Tenant. In no event shall Purchaser be charged with any past due rentals, which, if collected by Purchaser, shall be remitted to Seller only after all current rents and other charges have been satisfied, and less Purchaser's reasonable costs of collection, including attorney's fees. Seller shall have no surviving rights after Closing to collect from the Tenant any past due amounts. Should any current charges or xxxxxxxx to or for utilities, including electricity, sewer and water charges that are payable in arrears, be unknown at the Closing, such charges shall be estimated and prorated as of the Closing, with Purchaser receiving a credit from Seller, based upon the last available invoices or billing therefor. B. All real and personal property taxes and special assessments of whatever nature and kind which have become due and payable or are delinquent as of the date of Closing shall be paid and discharged by Seller and reimbursed by Tenant in the manner consistent with the Lease. To the extent not paid directly by the Tenant, all taxes for periods prior to Closing which have not yet been paid and are not yet due and payable as of the date of Closing shall become the responsibility of the Purchaser to provide the tax statements to Tenant and receive full reimbursement for all taxes paid from Tenant in the manner consistent with the Lease. In the event Seller is owed any taxes for periods prior to Closing and which are to be paid for by Tenant pursuant to the Lease, then, Purchaser shall not be required to provide Seller with a credit at Closing; provided, however, at such time as Purchaser has received such amounts from the Tenant under the Lease, it shall remit such amounts to Seller and in no event shall Purchaser be responsible for payment to Seller of any amount of real estate taxes under this Section 9.B. Seller shall provide evidence of all tax payments and statements to Purchaser for the previous three (3) years within five (5) days of Effective Date. C. Seller shall be responsible for payment of all operating expenses related to the Subject Premises modified prior to the Closing Date, which shall be paid Date to reflect any comments of Purchaser that are consistent with the appropriate calculation of Estimated Net Working Capital and Closing Indebtedness in full prior to Closing and accordance with the terms of this Agreement. Seller shall provide permit Purchaser with reasonable evidence that and its representatives and advisors the opportunity to review all such operating expenses including all outstanding bills workpapers and other supporting documentation regarding the Estimated Net Working Capital Statement and the estimated balance sheet of utility companies and service providers have been paid in full for the time period prior to Business as of the Closing Date. Purchaser shall be responsible for all such expenses If the Estimated Net Working Capital is greater than the Net Working Capital shown on the Closing Date and thereafter. D. Seller shall be responsible for payment of all amounts due under all reciprocal easement agreements for Reference Net Working Capital Statement (the time period prior to “Reference Net Working Capital”), the Closing Date. Purchaser shall be responsible for all such amounts on the Closing Date and thereafter. E. All tenant security deposits, if any, shall be assumed by Purchaser with credit therefor against sums due at Closing. F. Seller shall pay all state, county, city and other real estate conveyance, tangible, intangible, stamp and similar taxes and any other transfer taxes due upon Closing or required Cash Purchase Price to be paid upon recording of at the Special Warranty DeedClosing shall be increased dollar for dollar by such excess amount, and, if the Estimated Net Working Capital is less than the Reference Net Working Capital, the Cash Purchase Price shall be decreased dollar for dollar by such shortfall. The Cash Purchase Price as so adjusted is hereafter called the “Estimated Cash Purchase Price. G. Purchaser and Seller shall split, on a fifty/fifty (50/50) basis, any escrow fees/closing fees charged by the Escrow Agent.”

Closing Adjustments. The following items shall be apportioned against sums due Seller at Closingpaid, prorated, or adjusted as of the Closing Date in the manner hereinafter set forth: A. (a) All payments received real estate Taxes, as well as Taxes assessed on Terminal Inventory, due and owing on or before the Closing Date, all penalties and interest thereon, and all special assessments affecting the Terminal, whether payable in installments or not, shall be paid in full by Seller from the Tenant for fixed rent Seller. (b) Current real estate Taxes, assessments and charges shall be prorated as of the Closing Date with Purchaser receiving upon the fixed rent payable with respect tax year of the applicable taxing authority, without regard to when said Taxes are payable, so that the portion of current Taxes allocable to the day period from the beginning of such year to the Closing Date shall be the responsibility of Seller and the portion of the current Taxes allocable to the portion of such year from the Closing Date to the end of such year shall be the responsibility of Buyer. These Taxes will be prorated based on the current assessed value for 2004. A post-closing adjustment will be made to reflect accurately Seller's responsibility for that portion of real estate Taxes attributable to the period prior to the Closing Date, and Buyer's responsibility for that portion of real estate Taxes attributable to the period following the Closing Date. The post-closing adjustment will be made upon receipt by Buyer of the relevant tax bill from the appropriate Governmental Authorities, but no later than xxx year following the Closing Date. Any post-closing adjustment proposed by Buyer will be supported by copies of said tax bills along with other reasonable documentation to be provided to Seller. (c) Seller shall be responsible for the cost of Terminal utilities up to Closing and Buyer shall be responsible for such costs thereafter. (d) Buyer shall bear and pay all periods thereafter title insurance premiums and charges. (e) Buyer shall bear and pay all payments received by realty transfer fees, recording costs and Taxes associated with the conveyance of the Real Property, the Improvements and the Personal Property. (f) Seller from and Buyer shall each pay their own respective legal fees and expenses and the Tenant, for additional rental items such as real estate taxes, utilities, maintenance and operating expenses, insurance and similar reimbursements, expenses, escalation payments and prepaid expense items allocable to lease periods cost of performance of their respective obligations hereunder. (g) All amounts due Seller under the Lease) extending to periods after the Closing, any assignable Revenue-Generating Contract shall be prorated as of the Closing with Purchaser receiving a credit for Date upon the amount payable for the day of Closing and thereafter, shall be allocated and distributed to Purchaser together with an accounting therefor or at Purchaser's option credited to Purchaser at the Closing. In the event payment cycle established under such Revenue-Generating Contract so that the Tenant pays additional rental items such as real estate taxes, maintenance and operating expenses and insurance on an estimated basis, then, prior to Closing, portion the amounts due Seller shall complete a reconciliation of all such expenses and shall provide Purchaser with a credit at Closing for any amounts which Purchaser may be obligated to refund to the Tenant. In no event shall Purchaser be charged with any past due rentals, which, if collected by Purchaser, shall be remitted to Seller only after all current rents and other charges have been satisfied, and less Purchaser's reasonable costs of collection, including attorney's fees. Seller shall have no surviving rights after Closing to collect from the Tenant any past due amounts. Should any current charges or xxxxxxxx to or for utilities, including electricity, sewer and water charges that are payable in arrears, be unknown at the Closing, beginning of such charges shall be estimated and prorated as of the Closing, with Purchaser receiving a credit from Seller, based upon the last available invoices or billing therefor. B. All real and personal property taxes and special assessments of whatever nature and kind which have become due and payable or are delinquent as of the date of Closing shall be paid and discharged by Seller and reimbursed by Tenant in the manner consistent with the Lease. To the extent not paid directly by the Tenant, all taxes for periods prior to Closing which have not yet been paid and are not yet due and payable as of the date of Closing shall become the responsibility of the Purchaser to provide the tax statements to Tenant and receive full reimbursement for all taxes paid from Tenant in the manner consistent with the Lease. In the event Seller is owed any taxes for periods prior to Closing and which are to be paid for by Tenant pursuant to the Lease, then, Purchaser shall not be required to provide Seller with a credit at Closing; provided, however, at such time as Purchaser has received such amounts from the Tenant under the Lease, it shall remit such amounts to Seller and in no event shall Purchaser be responsible for payment to Seller of any amount of real estate taxes under this Section 9.B. Seller shall provide evidence of all tax payments and statements to Purchaser for the previous three (3) years within five (5) days of Effective Date. C. Seller shall be responsible for payment of all operating expenses related to the Subject Premises prior cycle to the Closing Date, which shall Date will be paid in full prior credited to Closing and Seller shall provide Purchaser with reasonable evidence that all such operating expenses including all outstanding bills of utility companies and service providers have been paid in full for the time period prior to the Closing Date. Purchaser shall be responsible for all such expenses on the Closing Date and thereafter. D. Seller shall be responsible for payment of all amounts due under all reciprocal easement agreements for the time period prior to the Closing Date. Purchaser shall be responsible for all such amounts on the Closing Date and thereafter. E. All tenant security deposits, if any, shall be assumed by Purchaser with credit therefor against sums due at Closing. F. Seller (h) The Parties shall pay make all state, county, city and other real estate conveyance, tangible, intangible, stamp and similar taxes and any other transfer taxes due upon Closing or required adjustments necessary to be paid upon recording effectuate the intent of the Special Warranty DeedParties as set forth in this Agreement. G. Purchaser and Seller shall split, on a fifty/fifty (50/50) basis, any escrow fees/closing fees charged by the Escrow Agent.

Closing Adjustments. The Except as otherwise provided herein, the Parties hereby agree that the following items shall be apportioned against sums due Seller at Closing:paid, prorated, or adjusted as soon as practical after the Closing Date in the following manner (the “Closing Adjustments”): A. All payments received by Seller from (a) In connection with the Tenant for fixed rent assumption of certain of the Assumed Obligations hereunder, the Purchase Price shall be prorated reduced by an amount equal to the amount reflected on Seller’s financial statements as of the Effective Date for the following accounts: customer deposits, warranty reserves and accrued vacation; (b) Excluded Obligations or Liabilities of Seller received or discovered after the Closing Date with Purchaser receiving the fixed rent payable with respect for periods prior to the day Effective Date shall be paid by Seller, (c) Assumed Obligations or Liabilities of Closing Buyer shall be paid by Buyer; (d) Seller and for all periods thereafter Buyer shall each pay their respective legal fees and all payments received by expenses and the cost of performance of each of its respective obligations under this Agreement, and (e) Seller from shall provide to Buyer a listing of the TenantInventory as of September 1, for additional rental items such 2006. Seller shall conduct a physical inventory on September 5, 2006 (the “Test Inventory”). The Seller shall review the Inventory as real estate taxesof September 1, utilities, maintenance 2006 and operating expenses, insurance the results of the Test Inventory to determine if any adjustments need to be made to the Target Inventory (the “Estimated Final Inventory”). Buyer may be present and similar reimbursements, expenses, escalation payments and prepaid expense items allocable observe the Test Inventory. Seller shall provide the Estimated Final Inventory to lease periods (under the Lease) extending to periods Buyer as soon as practicable after the ClosingClosing Date. Buyer shall review the Estimated Final Inventory and notify Seller in writing within five (5) days of receipt of the Estimated Final Inventory of any disagreement with the Estimated Final Inventory. In the event no such written notice is provided by Buyer to Seller within such period, the Estimated Final Inventory shall be prorated deemed final (the “Final Inventory”) and appropriate adjustments will be made to the Purchase Price. The Purchase Price shall be adjusted upward or downward to the extent the Final Inventory as of the Closing with Purchaser receiving Effective Date is higher than or lower than the Target Inventory as of March 31, 2006, and the Parties shall mutually prepare and execute a credit for settlement statement setting forth the amount payable for foregoing adjustments, if any. To the day of Closing and thereafterextent there is an adjustment made to the Purchase Price pursuant to this Section 3.3(e), such adjustment shall be allocated and distributed made to Purchaser together with an accounting therefor or at Purchaser's option credited the cash portion of the Purchase Price to Purchaser be paid at the Closing. In the event that Buyer disputes the Tenant pays additional rental items Estimated Final Inventory, the parties will meet to attempt to resolve the disagreement. If the parties are unable in good faith to resolve such as real estate taxesdisagreement, maintenance and operating expenses and insurance on an estimated basis, then, prior the parties shall refer the matter to Closing, Seller shall complete a reconciliation of all such expenses and shall provide Purchaser with a credit at Closing for any amounts which Purchaser may be obligated to refund to the Tenant. In no event shall Purchaser be charged with any past due rentals, which, if collected by Purchaser, shall be remitted to Seller only after all current rents and other charges have been satisfied, and less Purchaser's reasonable costs of collection, including attorney's fees. Seller shall have no surviving rights after Closing to collect from the Tenant any past due amounts. Should any current charges or xxxxxxxx to or for utilities, including electricity, sewer and water charges that are payable arbitration in arrears, be unknown at the Closing, such charges shall be estimated and prorated as of the Closing, with Purchaser receiving a credit from Seller, based upon the last available invoices or billing therefor. B. All real and personal property taxes and special assessments of whatever nature and kind which have become due and payable or are delinquent as of the date of Closing shall be paid and discharged by Seller and reimbursed by Tenant in the manner consistent accordance with the Lease. To the extent not paid directly by the Tenant, all taxes for periods prior to Closing which have not yet been paid and are not yet due and payable as provisions of the date of Closing shall become the responsibility of the Purchaser to provide the tax statements to Tenant and receive full reimbursement for all taxes paid from Tenant in the manner consistent with the Lease. In the event Seller is owed any taxes for periods prior to Closing and which are to be paid for by Tenant pursuant to the Lease, then, Purchaser shall not be required to provide Seller with a credit at Closing; provided, however, at such time as Purchaser has received such amounts from the Tenant under the Lease, it shall remit such amounts to Seller and in no event shall Purchaser be responsible for payment to Seller of any amount of real estate taxes under this Section 9.B. Seller shall provide evidence of all tax payments and statements to Purchaser for the previous three (3) years within five (5) days of Effective Date12.4 hereof. C. Seller shall be responsible for payment of all operating expenses related to the Subject Premises prior to the Closing Date, which shall be paid in full prior to Closing and Seller shall provide Purchaser with reasonable evidence that all such operating expenses including all outstanding bills of utility companies and service providers have been paid in full for the time period prior to the Closing Date. Purchaser shall be responsible for all such expenses on the Closing Date and thereafter. D. Seller shall be responsible for payment of all amounts due under all reciprocal easement agreements for the time period prior to the Closing Date. Purchaser shall be responsible for all such amounts on the Closing Date and thereafter. E. All tenant security deposits, if any, shall be assumed by Purchaser with credit therefor against sums due at Closing. F. Seller shall pay all state, county, city and other real estate conveyance, tangible, intangible, stamp and similar taxes and any other transfer taxes due upon Closing or required to be paid upon recording of the Special Warranty Deed. G. Purchaser and Seller shall split, on a fifty/fifty (50/50) basis, any escrow fees/closing fees charged by the Escrow Agent.

Closing Adjustments. The following items shall be apportioned against sums paid, prorated, or adjusted as of the Closing Date in the manner hereinafter set forth: (a) All real estate Taxes as well as any Taxes assessed on the Personal Property, due and owing on or before the Closing Date, all penalties and interest thereon, and all special assessments affecting the Terminal, whether payable in installments or not, shall be paid in full by Seller. (b) Current ad valorem Taxes including real estate Taxes, special assessments and charges for the current year (“Property Taxes”) shall be allocated between Seller and Buyer as of the Closing Date on the basis of no applicable discount. The allocation shall be based on the number of days that each party owns the Terminal during the year of the sale. If the amount of such Property Taxes with respect to the Terminal for the calendar year in which the Closing occurs has not been determined as of the Closing Date, then the Property Taxes with respect to the -49- TERMINAL SALE AND PURCHASE AGREEMENT (XXXXXX (WEST)) EXECUTION VERSION Terminal for the preceding calendar year, on the basis of no applicable discount, shall be used to calculate such allocations, with known changes in valuation applied. Seller’s allocated share of the Property Taxes for the current year shall be credited to Buyer at Closing as a reduction in Purchase Price and Buyer shall assume the responsibility to pay the Property Taxes, unless Seller has already paid the current year’s Property Taxes, in which case Seller shall be credited at Closing as an increase in Purchase Price with Buyer’s allocated share of the Property Taxes. If the actual amount of any such Property Taxes varies by more than Twenty Thousand Dollars ($20,000) from estimates used at the Closing to prorate such taxes, then the parties shall re-prorate such Property Taxes within ten (10) days following a request by either party based on the actual amount of the tax bills. (c) Seller shall be responsible for the cost of the Terminal’s utilities up to Closing and Buyer shall be responsible for such costs thereafter. (d) Buyer shall bear and pay all title insurance premiums and charges. (e) Buyer shall bear and pay all realty transfer fees, recording costs and Taxes associated with the conveyance of the Real Property, the Improvements and the Personal Property, except Taxes imposed by reason of capital or income of Seller. Seller and Buyer agree that no sales and use taxes will be reported in connection with the transfer of the Terminal to Buyer since such sale qualifies for an occasional sale exemption. (f) Seller and Buyer shall each pay their own respective legal fees and expenses and the cost of performance of their respective obligations hereunder. (g) All amounts due Seller at Closing: A. All payments received by Seller from the Tenant for fixed rent under any assignable revenue-generating contract shall be prorated as of the Closing Date with Purchaser receiving upon the fixed rent payable with respect to payment cycle established under such revenue-generating contract so that the day of Closing and for all periods thereafter and all payments received by portion the amounts due Seller from the Tenant, for additional rental items beginning of such as real estate taxes, utilities, maintenance and operating expenses, insurance and similar reimbursements, expenses, escalation payments and prepaid expense items allocable to lease periods (under the Lease) extending to periods after the Closing, shall be prorated as of the Closing with Purchaser receiving a credit for the amount payable for the day of Closing and thereafter, shall be allocated and distributed to Purchaser together with an accounting therefor or at Purchaser's option credited to Purchaser at the Closing. In the event that the Tenant pays additional rental items such as real estate taxes, maintenance and operating expenses and insurance on an estimated basis, then, prior to Closing, Seller shall complete a reconciliation of all such expenses and shall provide Purchaser with a credit at Closing for any amounts which Purchaser may be obligated to refund to the Tenant. In no event shall Purchaser be charged with any past due rentals, which, if collected by Purchaser, shall be remitted to Seller only after all current rents and other charges have been satisfied, and less Purchaser's reasonable costs of collection, including attorney's fees. Seller shall have no surviving rights after Closing to collect from the Tenant any past due amounts. Should any current charges or xxxxxxxx to or for utilities, including electricity, sewer and water charges that are payable in arrears, be unknown at the Closing, such charges shall be estimated and prorated as of the Closing, with Purchaser receiving a credit from Seller, based upon the last available invoices or billing therefor. B. All real and personal property taxes and special assessments of whatever nature and kind which have become due and payable or are delinquent as of the date of Closing shall be paid and discharged by Seller and reimbursed by Tenant in the manner consistent with the Lease. To the extent not paid directly by the Tenant, all taxes for periods prior to Closing which have not yet been paid and are not yet due and payable as of the date of Closing shall become the responsibility of the Purchaser to provide the tax statements to Tenant and receive full reimbursement for all taxes paid from Tenant in the manner consistent with the Lease. In the event Seller is owed any taxes for periods prior to Closing and which are to be paid for by Tenant pursuant to the Lease, then, Purchaser shall not be required to provide Seller with a credit at Closing; provided, however, at such time as Purchaser has received such amounts from the Tenant under the Lease, it shall remit such amounts to Seller and in no event shall Purchaser be responsible for payment to Seller of any amount of real estate taxes under this Section 9.B. Seller shall provide evidence of all tax payments and statements to Purchaser for the previous three (3) years within five (5) days of Effective Date. C. Seller shall be responsible for payment of all operating expenses related to the Subject Premises prior cycle to the Closing Date, which shall Date will be paid in full prior credited to Closing and Seller shall provide Purchaser with reasonable evidence that all such operating expenses including all outstanding bills of utility companies and service providers have been paid in full for the time period prior to the Closing Date. Purchaser shall be responsible for all such expenses on the Closing Date and thereafter. D. Seller shall be responsible for payment of all amounts due under all reciprocal easement agreements for the time period prior to the Closing Date. Purchaser shall be responsible for all such amounts on the Closing Date and thereafter. E. All tenant security deposits, if any, shall be assumed by Purchaser with credit therefor against sums due at Closing.. -50- TERMINAL SALE AND PURCHASE AGREEMENT (XXXXXX (WEST)) EXECUTION VERSION F. Seller (h) The Parties shall pay make all state, county, city and other real estate conveyance, tangible, intangible, stamp and similar taxes and any other transfer taxes due upon Closing or required adjustments necessary to be paid upon recording effectuate the intent of the Special Warranty DeedParties as set forth in this Agreement. G. Purchaser and Seller shall split, on a fifty/fifty (50/50) basis, any escrow fees/closing fees charged by the Escrow Agent.

Closing Adjustments. The following adjustments shall be apportioned against sums due Seller made at Closing: A. All payments received by Seller from 4.7.1 General real estate taxes applicable to any of the Tenant for fixed rent Real Property due and payable in the year of Closing, together with all special assessments payable therewith, shall be prorated between Seller and Purchaser on a daily basis as of the Closing Date based upon a calendar fiscal year, with Seller paying amounts allocable to the period on and prior to the Closing Date and Purchaser receiving being responsible for amounts allocable subsequent thereto. 4.7.2 With respect to the fixed rent Ground Leased Sites, any and all rents, additional rents, operating expenses, real estate taxes, and any other amounts owed or credited pursuant to the applicable ground leases for each of the Ground Leased Sites (collectively, the “Ground Leases”) shall be prorated between Seller and Purchaser on a daily basis as of the Closing Date, with Seller retaining the charges and credits allocable to the period on and prior to the Closing Date and Purchaser being responsible for the charges and credits allocable subsequent to the Closing Date. 4.7.3 Personal property taxes applicable to any of the Personal Property due and payable in the year of Closing shall be prorated between Seller and Purchaser on a daily basis as of the Closing Date based upon a calendar fiscal year, with Seller paying amounts allocable to the period on and prior to the Closing Date and Purchaser being responsible for amounts allocable subsequent to the Closing Date. 4.7.4 Purchaser shall assume all special assessments (and charges in the nature of or in lieu of such assessments) due and payable with respect to the day period following the Closing Date with respect to any of Closing and for the Real Property. 4.7.5 Purchaser shall pay all periods thereafter and sales tax due regarding this transaction. 4.7.6 Seller shall pay all payments received state deed tax or any transfer taxes or fees regarding the Deeds to be delivered by Seller from to Purchaser or the Tenantconveyance of the Real Property to Purchaser at Closing. Purchaser shall pay any mortgage registry tax or any similar taxes or fees regarding any mortgage(s) given by Purchaser on the Real Property in connection with this transaction. 4.7.7 Purchaser shall pay the cost of recording all documents, including the Deeds and Ground Lease Assignments. 4.7.8 Seller will pay all costs associated with the issuance of the Commitments. 4.7.9 Seller shall pay all premiums required for additional rental items a standard owner’s title insurance policies, and Purchaser shall pay all premiums required any mortgagee’s title insurance policies and any extended owner’s title insurance coverage, including any endorsements issued in connection with such as real estate taxes, utilities, maintenance policies. 4.7.10 Seller and operating Purchaser shall each pay one half (1/2) of any Closing fee payable to Title Company with respect to the transaction(s) contemplated by this Agreement. 4.7.11 All utility expenses, insurance including water, fuel, gas, electricity, telephone, sewer, trash removal, heat and similar reimbursements, expenses, escalation payments and prepaid expense items allocable other services furnished to lease periods (under or provided for the Lease) extending to periods after each of the Closing, Properties paid by Seller shall be prorated between Seller and Purchaser on a daily basis as of the Closing Date, with Seller paying amounts allocable to the period on and prior to the Closing Date and Purchaser receiving a credit being responsible for amounts allocable subsequent to the Closing Date. Seller agrees to have all meters with respect to any such utilities read as of the Closing Date. 4.7.12 Seller shall be responsible for all leasing commission, tenant allowances, tenant improvement costs and free rent periods applicable to the Leases (collectively, “Leasing Costs”), if any, for any Leases (including amendments, extensions or renewals thereof) executed prior to the Effective Date, and Purchaser shall be responsible for all Leasing Costs for Leases executed on or after the Effective Date; provided that Purchaser shall be responsible for Leasing Costs payable in connection with an extension and amendment of the Fairview Health Services Leases executed prior to the Effective Date if Purchaser has provided its prior approval to the material terms thereof (including the amount of the commissions payable for in connection therewith) prior to the day Effective Date. 4.7.13 All other operating costs of Closing and thereafter, the Properties shall be allocated prorated between Seller and distributed Purchaser on a daily basis as of the Closing Date, with Seller paying amounts allocable to the period on and prior to the Closing Date and Purchaser together with an accounting therefor or at Purchaser's option credited being responsible for amounts allocable subsequent to Purchaser at the Closing. In To the event that extent any operating expenses of the Tenant pays additional rental items such as Properties (including real estate taxestaxes and special assessments) are reimbursable by tenants under the Leases, maintenance Purchaser shall pay to Seller the amount of such operating expenses actually paid by Seller and reimbursable by tenants under the Leases but not yet reimbursed as of the Closing Date as and when collected from the applicable tenants following Closing. To the extent any reconciliation of operating expenses and insurance on an estimated basisother amounts payable by tenants under their Leases for the period prior to Closing results in amounts being due, thenreimbursed or credited to such tenants, Seller shall reimburse Purchaser for such amounts within ten (10) business days of notice thereof from Purchaser. Notwithstanding the foregoing, to the extent Seller is aware as of the Closing Date of any overcharge to tenants for reimbursable expenses payable with respect to the period prior to Closing, Seller shall complete a reconciliation of all instead credit Purchaser for such expenses and shall provide Purchaser with a credit amounts at Closing and Purchaser shall thereafter be responsible for any reimbursing or crediting such amounts which Purchaser may be obligated to refund to the Tenantapplicable tenants. In no event shall Purchaser be charged with any past due rentalsFollowing Closing, which, if collected by Purchaser, shall be remitted to Seller only after all current rents and other charges have been satisfied, and less Purchaser's reasonable costs of collection, including attorney's fees. Seller shall have no surviving rights after Closing to collect from the Tenant any past due amounts. Should any current charges or xxxxxxxx to or for utilities, including electricity, sewer and water charges that are payable in arrears, be unknown at the Closing, such charges shall be estimated and prorated as of the Closing, reasonably cooperate with Purchaser receiving a credit from Seller, based upon the last available invoices or billing therefor. B. All real and personal property taxes and special assessments of whatever nature and kind which have become due and payable or are delinquent as of the date of Closing shall be paid and discharged by Seller and reimbursed by Tenant in the manner consistent preparation of any required cost reconciliation with respect to the Lease. To tenants under the extent not paid directly by the Tenant, all taxes Leases for periods prior to the Closing which have not yet been paid Date. 4.7.14 All rent and are not yet due other charges payable by tenants under the Leases and payable collected by Seller shall be prorated between Seller and Purchaser on a daily basis as of the date of Closing shall become Date, with Seller retaining the responsibility of charges, payments and credits allocable to the Purchaser to provide the tax statements to Tenant period on and receive full reimbursement for all taxes paid from Tenant in the manner consistent with the Lease. In the event Seller is owed any taxes for periods prior to the Closing Date and which are to be paid for by Tenant pursuant Purchaser receiving the charges, payments and credits allocable subsequent to the Lease, then, Purchaser shall not be Closing Date. If at Closing a tenant is delinquent in any payment required to provide Seller with a credit at Closing; provided, however, at such time as Purchaser has received such amounts from the Tenant under the Lease, it shall remit such amounts to Seller and in no event shall Purchaser be responsible its Lease for payment to Seller of any amount of real estate taxes under this Section 9.B. Seller shall provide evidence of all tax payments and statements to Purchaser for the previous three (3) years within five (5) days of Effective Date. C. Seller shall be responsible for payment of all operating expenses related to the Subject Premises period prior to the Closing Date, which then, to the extent Purchaser receives rent amounts from such tenants after Closing, Purchaser shall pay such amounts in excess of the rent and other amounts then owing to Purchaser to Seller within ten (10) business days of receipt. Purchaser shall use reasonable efforts to collect any such delinquent amounts. 4.7.15 Seller shall pay to Purchaser all security deposits under the Leases to the extent collected or held by Seller. 4.7.16 Except as expressly provided herein, Seller and Purchaser shall each pay its own attorneys’ fees incurred in connection with this transaction. 4.7.17 Seller shall be paid in full prior responsible for all brokerage fees and commissions payable to Closing BMO Capital Markets and/or CBRE arising out of this Agreement and Seller shall provide Purchaser with reasonable evidence that all such operating expenses including all outstanding bills of utility companies and service providers have been paid in full for the time period prior to the Closing Date. transactions contemplated herein. 4.7.18 Purchaser shall be responsible for all making any deposits required with utility companies from and after Closing. If any of the amounts under this Section 4.7 cannot be calculated with complete precision at Closing because the amount or amounts of one or more items included in such expenses calculation are not then known, then such calculation shall be made on the Closing Date basis of the reasonable estimates of Seller and thereafter. D. Seller shall be responsible for payment of all amounts due under all reciprocal easement agreements for the time period prior to Purchaser as soon as reasonably possible after the Closing Datebut in no event later than ninety (90) days after Closing, subject to prompt adjustment (by additional payment or refund, as necessary) when the amount of any such item or items become known. Purchaser This Section 4.7 shall be responsible for all such amounts on the Closing Date and thereafter. E. All tenant security deposits, if any, shall be assumed by Purchaser with credit therefor against sums due at survive Closing. F. Seller shall pay all state, county, city and other real estate conveyance, tangible, intangible, stamp and similar taxes and any other transfer taxes due upon Closing or required to be paid upon recording of the Special Warranty Deed. G. Purchaser and Seller shall split, on a fifty/fifty (50/50) basis, any escrow fees/closing fees charged by the Escrow Agent.

Closing Adjustments. The Except as otherwise herein provided, the following items shall be apportioned against sums due Seller at Closingpaid, prorated and/or adjusted as of the close of business on the day prior to the Closing Date (the “Proration Date”), as follows: A. 10.1 All payments received real estate taxes, personal property taxes and special assessments affecting the Property and due and owing as of the Proration Date, including all penalties and interest thereon, shall be paid in full by Seller; provided, however, that, if any such special assessments shall be paid in installments, Seller from only shall be responsible for paying the Tenant for fixed rent portion of such assessments due and owing as of the Proration Date. 10.2 Current, non-delinquent real estate taxes, personal property taxes and special assessments affecting the Property shall be prorated as of the Closing Date with Purchaser receiving the fixed rent Proration Date, without regard to when said taxes and/or assessments would be payable with respect in relation to the day tax year of Closing and for all periods thereafter and all payments received by Seller the applicable taxing authority, so that the portion of the current taxes and/or assessments allocable to the period from the Tenantbeginning of such tax year, for additional rental items such as real estate taxesand any prior years(s), utilitiesif applicable, maintenance and operating expenses, insurance and similar reimbursements, expenses, escalation payments and prepaid expense items allocable to lease periods (under through the Lease) extending to periods after the ClosingProration Date, shall be prorated as the responsibility of Seller, and the portion of the Closing with current taxes and/or assessments allocable to the period from and after the Proration Date shall be the responsibility of Purchaser. Seller and Purchaser receiving a credit hereby further do agree to re-prorate said prorated taxes and/or assessments forthwith upon Purchaser’s receipt of the actual tax xxxx for the amount payable tax year in question. In no event shall Seller be charged with or be responsible for any increase in such taxes and/or assessments resulting from improvements made to the day Property after the Closing or as a result of Closing the transfer of the Property to Purchaser. The covenant contained in this subparagraph shall not be merged into this Agreement or the deed conveying the Land and thereafter, the Improvements and shall be allocated and distributed to Purchaser together with an accounting therefor or at Purchaser's option credited to Purchaser at survive the Closing. In the event that the Tenant pays additional rental items such as that, following Closing, Purchaser receives a refund of real estate taxestaxes relating to any period for which Seller provided a credit regarding real estate taxes to Purchaser hereunder (or any tax year prior to such period), maintenance Purchaser, following deduction of any and all costs and expenses incurred by Purchaser in connection with such refund, shall promptly remit to Seller the portion of such refund, if any, that Purchaser is not obligated to remit to any other party or to which any other party is entitled, including, without limitation, Navistar or any other tenant of the Property or any tax consultant. 10.3 The following will be credited to Purchaser as of the Proration Date: (i) prepaid rent and rent paid for the balance of the month of the Closing under the Navistar Lease, (ii) utility costs, operating expenses, insurance costs, personal property expenses and insurance on an estimated basisreal estate tax expenses (collectively, then“Expense Contributions”) that shall have been prepaid by Navistar. Following the Closing Date, prior to Closing, if Seller shall complete a reconciliation of receive any payments from Navistar, all such expenses and shall provide Purchaser with a credit at Closing for any amounts which Purchaser may be obligated to refund to the Tenant. In no event shall Purchaser be charged with any past due rentals, which, if collected by Purchaser, payments promptly shall be remitted to Seller only after all current rents Purchaser and other charges have been satisfied, and less Purchaser's reasonable costs of collection, including attorney's fees. Seller shall have no surviving rights after Closing take all steps necessary to collect from the Tenant any past due amountsnotify Navistar that all future payments should be sent to Purchaser. Should any current charges or xxxxxxxx to or for utilities, including electricity, sewer and water charges that are payable in arrears, be unknown at the Closing, such charges When actual Expense Contributions shall be estimated and prorated as of the Closing, with Purchaser receiving a credit from Seller, based upon the last available invoices or billing therefor. B. All real and personal property taxes and special assessments of whatever nature and kind which have become due and payable or are delinquent as of the date of Closing known, Purchaser shall be paid and discharged by Seller and reimbursed by Tenant in the manner consistent with the Lease. To the extent not paid directly by the Tenantxxxx Navistar, all taxes for periods prior to Closing which have not yet been paid and are not yet due and payable as of the date of Closing shall become the responsibility of the Purchaser to provide the tax statements to Tenant and receive full reimbursement for all taxes paid from Tenant in the manner consistent with the Lease. In the event Seller is owed any taxes for periods prior to Closing and which are to be paid for by Tenant pursuant to the Navistar Lease, thenfor the additional amount, Purchaser if any, owed by Navistar as a result of non-payment or underpayment of Navistar’s share of Expense Contributions. Upon collection of such amounts, the same shall not be required to provide Seller with a credit at Closing; provided, however, at such time as Purchaser has received such amounts from the Tenant under the Lease, it shall remit such amounts to prorated between Seller and in no event shall Purchaser be responsible for payment to based upon Navistar’s share of the amount of expense incurred by Seller or Purchaser, as the case may be, and the collection(s) of such Expense Contributions from Navistar by Seller or Purchaser, as the case may be, through and including the Proration Date. The amount of any refund or credit due to Navistar as a result of collection by Seller prior to the Closing Date of payments by Navistar for Expense Contributions, which shall exceed the actual amount of real estate taxes under this Section 9.B. Seller shall provide evidence of all tax payments and statements to Purchaser such Expense Contributions owed by Navistar for the previous three (3) years within five (5) days of Effective Date. C. Seller shall be responsible for payment of all operating expenses related to the Subject Premises period prior to the Closing Date, which shall be paid by Seller to Purchaser promptly after such Expense Contributions shall have been determined. Notwithstanding anything contained herein, Purchaser’s obligation to remit to Seller any amounts collected by Purchaser from Navistar following Closing shall apply only at such time as Navistar is current in full the payment of all rent and other sums accruing after the Closing. Seller may take reasonable action to collect any delinquent rents from Navistar provided that Seller may not commence any legal action against Navistar seeking termination of the Navistar Lease and Seller may not commence any other legal action against Navistar prior to the date which is 30 days after Closing. Upon receipt by Seller of Purchaser’s reasonable written request at any time and from time to time within a period from the Closing until the later of (i) two (2) years after Closing, or (ii) for the period Navistar has the right under the Navistar Lease to audit such books and records of Seller, Seller shall, at Seller’s principal place of business, during Seller’s normal business hours, make available to Purchaser, for inspection and copying (at Purchaser’s sole cost and expense), such of Seller’s records relating to the Property as reasonably shall be necessary for Navistar to conduct any such audit and for Purchaser to respond to the results of the same or for Purchaser to perform any reconciliations. 10.4 Seller shall provide Purchaser pay all expenses necessary to repair, operate and maintain the Property in accordance with reasonable evidence that all such operating expenses including all outstanding bills the ordinary course of its business up to the Proration Date, subject to ordinary wear and tear. 10.5 Meters for utility companies and service providers have been paid in full for services payable by Seller shall be read on or immediately prior to the time period Proration Date, if possible, or as close to the Closing as shall be 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, as applicable. Otherwise, all utility charges and xxxxxxxx shall be prorated using the xxxx for the calendar month immediately preceding the Proration Date. All security or service deposits delivered by Seller to any utility provider(s), and any interest required to be paid thereon, shall be and remain the sole property of Seller, and any refund of such deposits shall be made directly to Seller, except to the extent Seller shall have assigned such deposits to Purchaser, in which case, Purchaser shall be debited and Seller shall be credited the amount of such assigned deposits. 10.6 Seller shall be responsible for all such expenses on tenant improvement costs, tenant incentives and leasing commissions relating to the base term of the Navistar Lease or not disclosed by Seller to Purchaser, whenever same may be payable (now or in the future). Purchaser shall receive a credit against the Purchase Price at Closing Date in an amount equal to the then-unpaid costs, incentives and thereaftercommissions which are the responsibility of Seller under the foregoing provision, and Seller shall retain responsibility for same to the extent not so credited at Closing. D. 10.7 Seller shall bear and pay the charges to comply with the terms of Paragraph 4.1. 10.8 Purchaser shall bear and pay all of the costs of the Investigations, including, without limitation, the preparation of any Phase I, the premium for the Title Policy (excluding any endorsements to the Title Policy which Seller has agreed in writing to provide and Purchaser in its sole and absolute discretion has agreed to accept (the “Seller Endorsements”)), all title charges incurred in connection with the Commitment and any update thereof, as well as any additional title insurance premium charged in connection with issuance of any loan policy(ies) of title insurance (and endorsements thereto or to the Title Policy, excluding the Seller Endorsements) and the cost of the Updated Survey. 10.9 Except as otherwise herein provided, each party shall be responsible for, and shall bear, any and all costs and expenses incurred by either of them or their respective employees, agents and representatives in connection with the transactions contemplated hereby, including, without limitation, those of their respective attorneys, accountants and consultants, which obligations shall not merge into this Agreement or the Deed and shall survive the Closing or the termination of this Agreement, as applicable. 10.10 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. All release and recording fees, as well as any and all state, county and/or local stamp and/or transfer taxes imposed on the sale contemplated by this Agreement, will be borne and paid for payment by Seller. All other items that customarily would be prorated in transactions similar to the transactions contemplated hereby, but that have not been addressed in this Agreement, will be prorated as of all amounts due under all reciprocal easement agreements for the time period Proration Date in accordance with standard Du Page County, Illinois closing practice(s). 10.11 All adjustments made pursuant to this Article 10 shall be paid in cash or credited against the cash portion of the Purchase Price at the Closing 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 agree 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 Date. Purchaser shall be responsible for all such amounts on the Closing Date and thereafter. E. All tenant to prepare a schedule of prorations covering, among other things, current monthly rent, prepaid rent, security deposits, utility charges, operating expenses, if anyapplicable, shall and real property taxes, so that such prorations can be assumed by Purchaser with credit therefor against sums due made at the Closing. F. Seller shall pay all state, county, city and other real estate conveyance, tangible, intangible, stamp and similar taxes and any other transfer taxes due upon Closing or required to be paid upon recording of the Special Warranty Deed. G. Purchaser and Seller shall split, on a fifty/fifty (50/50) basis, any escrow fees/closing fees charged by the Escrow Agent.

Closing Adjustments. The following adjustments shall be apportioned against sums due Seller made at Closing, subject to the provisions of the FSI Sublease: A. 4.5.1 All payments received by Seller from the Tenant for fixed rent shall be prorated as real estate taxes applicable to any of the Closing Date Real Property due and payable in the year of Closing, together with Purchaser receiving the fixed rent all special assessments payable with respect to the day of Closing and for all periods thereafter and all payments received by Seller from the Tenant, for additional rental items such as real estate taxes, utilities, maintenance and operating expenses, insurance and similar reimbursements, expenses, escalation payments and prepaid expense items allocable to lease periods (under the Lease) extending to periods after the Closingtherewith, shall be prorated between Seller and Purchaser on a daily basis as of May 1, 2005 based upon a calendar fiscal year, with Seller paying those allocable to the Closing with period prior to May 1, 2005, and Purchaser receiving a credit being responsible for those allocable for the amount payable for the day of Closing period from and thereafterafter May 1, 2005. Purchaser shall be allocated and distributed to Purchaser together with an accounting therefor or at Purchaser's option credited to Purchaser at the Closing. In the event that the Tenant pays additional rental items such as real estate taxes, maintenance and operating expenses and insurance on an estimated basis, then, prior to Closing, Seller shall complete a reconciliation of all such expenses and shall provide Purchaser with a credit at Closing for any amounts which Purchaser may be obligated to refund to the Tenant. In no event shall Purchaser be charged with any past due rentals, which, if collected by Purchaser, shall be remitted to Seller only after all current rents and other charges have been satisfied, and less Purchaser's reasonable costs of collection, including attorney's fees. Seller shall have no surviving rights after Closing to collect from the Tenant any past due amounts. Should any current charges or xxxxxxxx to or for utilities, including electricity, sewer and water charges that are payable in arrears, be unknown at the Closing, such charges shall be estimated and prorated as of the Closing, with Purchaser receiving receive a credit from Seller, based upon Seller at closing for the last available invoices or billing therefor. B. All real and personal property taxes and special assessments of whatever nature and kind which have become due and payable or are delinquent as of the date of Closing shall be paid and discharged by Seller and reimbursed by Tenant in the manner consistent with the Lease. To the extent not paid directly by the Tenant, all taxes for periods prior to Closing which have not yet been paid and are not yet due and payable as of the date of Closing shall become the responsibility of the Purchaser to provide the tax statements to Tenant and receive full reimbursement for all taxes paid from Tenant in the manner consistent with the Lease. In the event Seller is owed any taxes for periods prior to Closing and which are to be paid for by Tenant pursuant to the Lease, then, Purchaser shall not be required to provide Seller with a credit at Closing; provided, however, at such time as Purchaser has received such amounts from the Tenant under the Lease, it shall remit such amounts to Seller and in no event shall Purchaser be responsible for payment to Seller of any estimated amount of real estate taxes under this Section 9.B. Seller shall provide evidence of all tax payments and statements to Purchaser due for the previous three (3) years within five (5) days period prior to May 1, 2005. Such calculation shall be made on the basis of Effective Date. C. the prior year’s taxes and shall be deemed final as between Seller and Purchaser. Notwithstanding the foregoing, Seller shall be responsible for payment of all operating expenses related any supplemental taxes assessed on or after the Closing Date relating back to the Subject Premises prior to the Closing Date, which shall be paid in full prior to Closing and Seller shall provide Purchaser with reasonable evidence that all such operating expenses including all outstanding bills of utility companies and service providers have been paid in full for the time period prior to the Closing Date. Purchaser The provision described in the immediately preceding sentence shall survive the Closing. 4.5.2 Personal property taxes, if any, applicable to any of the Personal Property and Excluded Personal Property due and payable in the year of Closing shall be prorated between Seller and Purchaser on a daily basis as of the Closing Date based upon a calendar fiscal year, with Seller paying those allocable to the period prior to the Closing Date and Purchaser being responsible for all such expenses on those allocable to the Closing Date and thereafter. D. . Seller shall be responsible for payment of all amounts due under all reciprocal easement agreements for the time period prior to the Closing Date. Purchaser shall be responsible for all such amounts on the Closing Date and thereafter. E. All tenant security depositspersonal property taxes, if any, shall be assumed applicable to any personal property retained by Purchaser with credit therefor against sums due at ClosingSeller. F. 4.5.3 Purchaser shall assume all special assessments (and charges in the nature of or in lieu of such assessments) levied, pending or constituting a lien with respect to any of the Real Property as of the Closing Date. 4.5.4 Seller shall pay all statesales tax due regarding this transaction, countyif any. 4.5.5 Seller shall pay all state deed tax regarding the deed to be delivered by Seller to Purchaser. Purchaser shall pay any mortgage registry tax regarding any mortgage given by Purchaser on the Real Property in connection with this transaction. 4.5.6 Seller shall pay the cost of recording all documents, city including the deed to be delivered by Seller to Purchaser. 4.5.7 Purchaser shall pay all service charges for and costs of the Commitment. 4.5.8 Purchaser shall pay all premiums required for any owner’s or mortgagee’s title insurance policy issued in connection with this transaction. 4.5.9 Seller shall pay any Closing fee payable to Title Company with respect to the transaction contemplated by this Agreement. 4.5.10 All utility expenses, including water, fuel, gas, electricity, telephone, sewer, trash removal, heat and other real estate conveyanceservices furnished to or provided for the Property, tangibleand all other operating costs of the Property (including, intangiblewithout limitation, stamp dues payable to the Association and all dues or associations fees attributable to any declarations of covenants, conditions and restrictions or similar taxes and agreements that run with the land relating to the Property to which Seller is a party or by which Seller or the Property or any other transfer taxes due upon Closing or required to portion thereof may be bound), shall be paid upon recording by Seller, pursuant to the provisions of the Special Warranty DeedFSI Sublease. G. 4.5.11 Except as provided in Section 13, Seller and Purchaser and shall each pay their own attorneys’ fees incurred in connection with this transaction. 4.5.12 At Closing, (i) Seller shall splitpay to Seller’s Broker a fee equal to One Hundred Forty-Nine Thousand Three Hundred Fifty No/100 Dollars ($149,350.00); (ii) Seller shall pay to Purchaser’s Broker a fee equal to Two Hundred Seventeen Thousand No/100 Dollars ($217,000.00); and (iii) Purchaser shall pay to Purchaser’s Broker a fee equal to Twenty-Nine Thousand Two Hundred Fifty No/100 Dollars ($29,250.00). If any of the amounts allocated under this Section 4.5 cannot be calculated with complete precision at Closing because the amount or amounts of one or more items included in such calculation are not then known, then such calculation shall be made on a fifty/fifty the basis of the reasonable estimates of Seller and Purchaser, subject to prompt adjustment (50/50by additional payment or refund, as necessary) basis, when the amount of any escrow fees/closing fees charged by such item or items become known (the Escrow Agentforegoing covenant to survive the Closing).

Closing Adjustments. (a) The following prorations and adjustments described in this Section 9 (collectively the “Closing Adjustments”) shall be apportioned against sums due made between Buyer and Seller at Closing:Closing or thereafter in accordance with Section 9(b) hereof. A. (i) All payments received by Seller from city, state and county ad valorem taxes and similar impositions levied or imposed upon or assessed against the Tenant Property (the “Taxes”) for fixed rent the year in which Closing occurs shall be prorated as of midnight the day before the Closing Date with Purchaser receiving the fixed rent payable with respect to the day of Closing and for all periods thereafter and all payments received by Seller from the Tenant, for additional rental items such as real estate taxes, utilities, maintenance and operating expenses, insurance and similar reimbursements, expenses, escalation payments and prepaid expense items allocable to lease periods (under the Lease) extending to periods after the Closing, shall be prorated as of the Closing with Purchaser receiving a credit for the amount payable for the day of Closing and thereafter, shall be allocated and distributed to Purchaser together with an accounting therefor or at Purchaser's option credited to Purchaser at the ClosingDate. In the event that the Tenant pays additional rental items such as real estate taxesTaxes are not determinable at the time of Closing, maintenance and operating expenses and insurance the Taxes shall be prorated on an estimated basis, then, prior to the basis of the 2007 Tax xxxx (the “Estimated Taxes”). In the event any of the Taxes are delinquent at the time of Closing, Seller shall complete a reconciliation of all such expenses and shall provide Purchaser with a credit pay same at Closing for any amounts which Purchaser may be obligated to refund to Closing. If the Tenant. In no event shall Purchaser be charged with any past due rentalsTaxes are not paid at Closing, which, if collected by Purchaser, shall be remitted to Seller only after all current rents and other charges have been satisfied, and less Purchaser's reasonable costs of collection, including attorney's fees. Seller shall have no surviving rights after Closing deliver to collect from Buyer the Tenant any past due amounts. Should any current charges or xxxxxxxx to or bills for utilities, including electricity, sewer the Taxes promptly upon receipt thereof and water charges that are payable in arrears, be unknown at the Closing, such charges Buyer shall be estimated and prorated as of the Closing, with Purchaser receiving a credit from Seller, based upon the last available invoices or billing therefor. B. All real and personal property taxes and special assessments of whatever nature and kind which have become due and payable or are delinquent as of the date of Closing shall be paid and discharged by Seller and reimbursed by Tenant in the manner consistent with the Lease. To the extent not paid directly by the Tenant, all taxes for periods prior to Closing which have not yet been paid and are not yet due and payable as of the date of Closing shall become the responsibility of the Purchaser to provide the tax statements to Tenant and receive full reimbursement for all taxes paid from Tenant in the manner consistent with the Lease. In the event Seller is owed any taxes for periods prior to Closing and which are to be paid for by Tenant pursuant to the Lease, then, Purchaser shall not be required to provide Seller with a credit at Closing; provided, however, at such time as Purchaser has received such amounts from the Tenant under the Lease, it shall remit such amounts to Seller and in no event shall Purchaser thereupon be responsible for the payment to in full of the Taxes within the time fixed for payment thereof and before the same shall become delinquent. Notwithstanding the foregoing, in the event actual Taxes for 2008 exceed the Estimated Taxes for 2008 (the “Tax Excess”) or Estimated Taxes for 2008 exceed the actual Taxes for 2008 (the “Tax Refund”), Seller of any amount of real estate taxes under this Section 9.B. Seller and Buyer shall provide evidence of all tax payments prorate and statements to Purchaser for the previous three pay such Tax Excess or such Tax Refund as follows: (3A) years within five (5) days of Effective Date. C. Seller shall be responsible for payment a portion of all operating expenses related to the Subject Premises Tax Excess or shall receive credit for the Tax Refund prorated from January 1, 2008 through midnight of the day prior to the Closing Date, which Date based upon a 365 day calendar year. Buyer shall be paid notify Seller of any Tax Excess or Tax Refund. The notification shall include a calculation of the amount due to Buyer from Seller in full prior the case of a Tax Excess or the amount due to Closing and Seller from Buyer in the case of a Tax Refund. Seller shall provide Purchaser with reasonable evidence that all have thirty (30) days from Seller’s receipt of such operating expenses including all outstanding bills of utility companies and service providers have been paid in full for the time period prior notification to the Closing Date. Purchaser shall be responsible for all such expenses on the Closing Date and thereafter. D. Seller shall be responsible for payment of all amounts due under all reciprocal easement agreements for the time period prior to the Closing Date. Purchaser shall be responsible for all such amounts on the Closing Date and thereafter. E. All tenant security deposits, if any, shall be assumed by Purchaser with credit therefor against sums due at Closing. F. Seller shall pay all state, county, city and other real estate conveyance, tangible, intangible, stamp and similar taxes and any other transfer taxes due upon Closing or required to be paid upon recording its portion of the Special Warranty DeedTax Excess to Buyer and Buyer shall have thirty (30) days from Buyer’s delivery of such notification to Seller to pay Seller its portion of the Tax Refund. G. Purchaser and Seller shall split, on a fifty/fifty (50/50) basis, any escrow fees/closing fees charged by the Escrow Agent.

Closing Adjustments. The following shall be apportioned against sums due Seller at Closing: A. All payments received by Seller from the each Tenant for fixed rent shall be prorated as of the Closing Date with Purchaser receiving the fixed rent payable with respect to the day of Closing and for all periods thereafter and all payments received by Seller from the each Tenant, for additional rental items such as real estate taxes, utilities, maintenance and operating expenses, insurance and similar reimbursements, expenses, escalation payments and prepaid expense items allocable to lo lease periods (under the LeaseLeases) extending to periods after the Closing, shall be prorated as of the Closing with Purchaser receiving a credit for the amount payable for the day of Closing and thereafter, shall be allocated and distributed to Purchaser together with an accounting therefor or at Purchaser's option credited to Purchaser at the Closing. In the event that the a Tenant pays additional rental items such as real estate taxes, maintenance and operating expenses and insurance on an estimated basis, then, prior to Closing, Seller shall complete a reconciliation of all such expenses and shall provide Purchaser with a credit at Closing for any amounts which Purchaser may be obligated to refund to the such Tenant. In no event shall Purchaser be charged with any past due rentals, which, if collected by Purchaser, shall be remitted to Seller only after all current rents and other charges have been satisfied, and less Purchaser's reasonable costs of collection, including attorney's fees. Seller shall have no surviving rights after Closing to collect from the a Tenant any past due amounts. Should any current charges or xxxxxxxx bxxxxxxx to or for utilities, including electricity, sewer and water charges that are payable in arrears, be unknown at the Closing, such charges shall be estimated and prorated as of the Closing, with Purchaser receiving a credit from Seller, based upon the last available invoices or billing therefor. B. All real and personal property taxes and special assessments of whatever nature and kind which have become due and payable or are delinquent as of the date of Closing shall be paid and discharged by Seller and reimbursed by Tenant in the manner consistent with the LeaseSeller. To the extent not paid directly by the TenantTenants, all each of(i) the pro rata share of taxes assessed against the Real Estate which are applicable to the Burlington Premises for periods prior to Closing which have not yet been paid and are not yet due and payable as of the date on which Burlington becomes liable for such taxes under the Burlington Lease, and (ii) the pro rata share of Closing taxes assessed against the Real Estate which are applicable to the Five Below Premises for periods prior to the date on which Five Below becomes liable for such taxes under the Five Below Lease shall become be the responsibility of Seller and shall be credited to Purchaser at Closing, and if Closing occurs prior to the Purchaser to provide receipt by Seller of the tax statements to Tenant bxxx for the Subject Premises for the applicable tax period, credit for taxes shall be based upon the estimated taxes and receive full reimbursement for all taxes paid from Tenant in the manner consistent installments of assessments calculated based on Seller's and Purchaser's joint consultation with the LeaseOffice of the Supervisor of Assessments for Champaign County, Illinois, but not less than the taxes and installments of assessments for the previous period. Purchaser shall also receive a credit for any installment payments made prior to the Closing Date by Five Below to Seller for its pro rata share of taxes. In the event based upon the applicable proration method, Seller is owed any taxes for periods prior to Closing and which are to be paid for by Tenant Tenants pursuant to the LeaseLeases, then, Purchaser shall not be required to provide Seller with a credit at Closing; provided, however, at such time as Purchaser has received such amounts from the a Tenant under the its Lease, it shall remit such amounts to Seller and in no event shall Purchaser be responsible for payment to Seller of any amount of real estate taxes as part of such tax proration under this Section 9.B. 9.B. C. Seller shall provide evidence Purchaser with a credit against the Purchase Price at Closing in an amount equal to the total amount of all tax payments and statements Fixed Rent (as defined in the Five Below Lease) that the Five Below Tenant would have been required to Purchaser pay for the previous three remainder of the Abatement Period (3as defined in the Five Below Lease) years within five (5) days were it not for the abatement of Effective Datesuch Fixed Rent pursuant to the last paragraph of Section 4 of the Five Below Lease. C. D. Seller shall be responsible for payment of all operating expenses related to the Subject Premises prior to the Closing Date, which shall be paid in full prior to Closing and Seller shall provide Purchaser with reasonable evidence that all such operating expenses including all outstanding bills of utility companies and service providers have been paid in full for the time period prior to the Closing Date. Purchaser shall be responsible for all such expenses on the Closing Date and thereafter. D. E. Seller shall be responsible for payment of all amounts due under all reciprocal easement agreements for the time period prior to the Closing Date. Purchaser shall be responsible for all such amounts on the Closing Date and thereafter. E. All tenant security deposits, if any, shall be assumed by Purchaser with credit therefor against sums due at Closing. F. Seller shall pay all state, county, city and other real estate conveyance, tangible, intangible, stamp and similar taxes and any other transfer taxes due upon Closing or required to be paid upon recording of the Special Warranty Deed. G. Purchaser and Seller shall split, on a fifty/fifty (50/50) basis, any escrow fees/closing fees charged by the Escrow Agent.

Closing Adjustments. The following Except as otherwise set forth hereafter, if the transaction contemplated by this Agreement shall be apportioned against sums due Seller at Closingconsummated, the following items shall be paid, prorated or adjusted as of the close of business on the day prior to the Closing Date (the “Proration Date”) in the manner hereinafter set forth: A. All payments received 10.1 Real estate and all personal property taxes due and owing as of the Proration Date, and all penalties and interest thereon and special assessments affecting the Property, will be paid in full by Seller from the Tenant for fixed rent Seller. 10.2 Current real estate taxes and personal property taxes shall be prorated as of the Closing Date with Purchaser receiving the fixed rent Proration Date, without regard to when said taxes would be payable with respect in relation to the day tax year of Closing and for all periods thereafter and all payments received by Seller the applicable taxing authority, so that the portion of the current taxes allocable to the period from the Tenantbeginning of such tax year, through the Proration Date, shall be credited to Purchaser, and the portion of the current taxes allocable to the portion of such tax year, from the Proration Date to the end of such tax year, shall be the responsibility of Purchaser. If the amount of the current taxes shall not then be ascertainable, the adjustment thereof shall be predicated upon one hundred five percent (105%) of the most recent ascertainable taxes. Seller and Purchaser hereby further do agree as to the proration for additional rental items such as real estate taxes, utilities, maintenance and operating expenses, insurance and similar reimbursements, expenses, escalation payments and prepaid expense items allocable to lease periods (under the Lease) extending to periods after the Closing, shall be prorated as re-prorate said real estate taxes promptly upon Purchaser’s receipt of the Closing with Purchaser receiving a credit actual tax bxxx for the amount payable for the day of Closing and thereafter, shall be allocated and distributed to Purchaser together with an accounting therefor or at Purchaser's option credited to Purchaser at the Closingrelevant tax year. In the event that the Tenant pays additional rental items such as real estate taxes, maintenance and operating expenses and insurance on an estimated basis, then, prior to Closing, Seller shall complete a reconciliation of all such expenses and shall provide Purchaser with a credit at Closing for any amounts which Purchaser may be obligated to refund Notwithstanding anything contained herein to the Tenant. In no event shall Purchaser be charged with any past due rentalscontrary, which, if collected by Purchaser, shall be remitted to Seller only after all current rents and other charges have been satisfied, and less Purchaser's reasonable costs of collection, including attorney's fees. Seller shall have no surviving rights after Closing to collect from the Tenant any past due amounts. Should any current charges or xxxxxxxx to or for utilities, including electricity, sewer and water charges that are payable in arrears, be unknown at the Closing, such charges shall be estimated and prorated as of the Closing, with Purchaser receiving a credit from Seller, based upon the last available invoices or billing therefor. B. All real and personal property taxes and special assessments of whatever nature and kind which have become due and payable or are delinquent as of the date of Closing shall be paid and discharged by Seller and reimbursed by Tenant in the manner consistent with the Lease. To the extent not paid directly by the Tenant, all taxes for periods prior to Closing which have not yet been paid and are not yet due and payable as of the date of Closing shall become the responsibility of the Purchaser to provide the tax statements to Tenant and receive full reimbursement for all taxes paid from Tenant in the manner consistent with the Lease. In the event Seller is owed any taxes for periods prior to Closing and which are to be paid for by Tenant pursuant to the Lease, then, Purchaser shall not be required to provide Seller with a credit at Closing; provided, however, at such time as Purchaser has received such amounts from the Tenant under the Lease, it shall remit such amounts to Seller and in no event shall Purchaser be responsible liable for payment any taxes levied with respect to Seller of any amount of real estate taxes under this Section 9.B. Seller buildings or improvements not on the Land. In addition, Purchaser shall provide evidence of all have the exclusive right to file, prosecute and/or appeal a tax payments and statements to Purchaser complaint for the previous three year in which the Proration Date shall occur, all prior years and all subsequent years, and all refunds and other sums due by reason of such tax complaint and/or appeal (3collectively, “Refunds”) years within five (5) days of Effective Date. C. Seller shall be responsible the property of, and any and all costs associated therewith shall be payable by, the party that shall be responsible, whether pursuant to this Agreement and/or the Lease, for payment of all operating expenses related the relevant taxes payable as to the Subject Premises prior Property and attributable to the Closing Date, year to which shall be paid in full prior to Closing and Seller shall provide Purchaser with reasonable evidence that all such operating expenses including all outstanding bills of utility companies and service providers have been paid in full for the time period prior to the Closing Date. Purchaser shall be responsible for all such expenses on the Closing Date and thereafter. D. Seller shall be responsible for payment of all amounts due under all reciprocal easement agreements for the time period prior to the Closing Date. Purchaser shall be responsible for all such amounts on the Closing Date and thereafter. E. All tenant security depositsRefunds, if any, shall be assumed by applied. Seller hereby assigns to Purchaser with credit therefor against sums due at Closingall rights that Seller and Sxxxxx, respectively, may have to file a tax complaint or appeal for such years. Along those lines, promptly after the Effective Date, Purchaser shall initiate the process of appealing the current assessed valuation of the Property. F. 10.3 Seller shall bear and pay the premium for the Title Policy, the charges to comply with the terms of Paragraph 4.1, the cost of the Survey, subject to the remaining terms and conditions hereof, all state, countycounty and local transfer, city documentary and stamp taxes on the sale contemplated hereby, all release and recording fees and the ACM Remediation Credit. 10.4 Purchaser shall bear and pay any title examination fees and additional premiums charged in connection with issuance of any loan policy of title insurance (and endorsements thereto), as well as the costs of Purchaser’s due diligence investigation, tests and reports as to the Property, including, without limitation, all costs associated with obtaining any environmental assessments of the Property. 10.5 Except as otherwise expressly set forth herein, each party shall bear, pay and be responsible for any and all costs and expenses incurred by such party and/or its respective employees, agents and representatives in connection with the subject transaction, including, without limitation, those of their respective attorneys and accountants. 10.6 All other real estate conveyanceitems that customarily would be prorated in connection with transactions similar to the subject transaction, tangibleand which have not been addressed herein, intangiblewill be prorated as of the Proration Date in accordance with standard Cxxx County, stamp Illinois closing practices. 10.7 All adjustments made pursuant to this Article 10 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 10 shall be made on the basis of a thirty (30) day month 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 similar taxes completed after the Closing as and any other transfer taxes due upon when complete information shall become available. Seller and Purchaser agree to cooperate and use their commercially reasonable efforts to complete such prorations no later than thirty (30) days after the Closing or required Date. Seller and Purchaser shall use their commercially reasonable efforts prior to the Closing to prepare a schedule of the items to be paid upon recording of prorated in accordance with this Article 10, so that such prorations can be made at the Special Warranty DeedClosing. G. Purchaser and Seller shall split, on a fifty/fifty (50/50) basis, any escrow fees/closing fees charged by the Escrow Agent.

Closing Adjustments. The following shall be apportioned on the Closing Statement against sums due Seller at Closing:. A. All payments received by Seller from There shall be no proration of taxes, operating expenses or utilities, it being acknowledged and agreed that Humana is solely responsible for payment of all taxes, operating expenses and utilities at the Tenant for fixed rent Subject Premises. B. Current rents shall be prorated and adjusted as of the Closing Date Date, with Purchaser receiving being credited for rents on the fixed rent payable with respect to the day date of Closing. Purchaser shall receive a credit at Closing and for all periods thereafter and all payments received by Seller from the Tenant, for additional rental items such as real estate taxes, utilities, maintenance and operating expenses, insurance and similar reimbursements, expenses, escalation payments and prepaid expense items allocable to lease periods (under the Lease) extending rents relating to periods after the Closing, Closing Date. Any rents received after the Closing Date shall be prorated applied first to the month of the Closing Date, then to any rents accruing after the Closing Date, and then to any rents that were due and payable as of the Closing with Purchaser receiving a credit for the amount payable for the day of Closing and thereafter, shall be allocated and distributed to Purchaser together with an accounting therefor or at Purchaser's option credited to Purchaser at the ClosingDate. In the event that the Tenant pays additional rental items such as real estate taxes, maintenance and operating expenses and insurance on an estimated basis, then, Purchaser receives any rents that are to be applied to periods prior to the Closing Date, Purchaser shall promptly remit such amounts to Seller. C. At the Closing, Seller shall complete provide Purchaser with an accounting of the amounts billed by Seller to Humana for operating expenses for the calendar year in which the Closing occurs and the amounts paid by Humana to Seller for such operating expenses for such calendar year. Upon the reconciliation by Purchaser of the operating expenses billed to Humana and the amounts actually incurred for such calendar year, Seller and Purchaser shall be liable for overpayments of operating expenses by Humana, and shall be entitled to payment from Humana with respect to underpayments of operating expenses, as the case may be, all on a pro rata basis, based upon each parties’ period of ownership during such calendar year. Such reconciliation between Purchaser and Seller shall occur no later than forty-five (45) days after the end of all such expenses calendar year. Purchaser and Seller shall cooperate in connection with the completion of such reconciliation. D. Seller shall provide Purchaser with a credit at Closing for any amounts which Purchaser may be obligated to refund to the Tenant. In no event shall Purchaser be charged with any past due rentals, which, if collected by Purchaser, shall be remitted to Seller only after all current rents and other charges have been satisfied, and less Purchaser's reasonable costs of collection, including attorney's fees. Seller shall have no surviving rights after Closing to collect from the Tenant any past due amounts. Should any current charges or xxxxxxxx to or for utilities, including electricity, sewer and water charges that are payable in arrears, be unknown at the Closing, such charges shall be estimated and prorated as then unpaid portion of the Closing, with Purchaser receiving a credit from Seller, based upon the last available invoices or billing therefor. B. All real and personal property taxes and special assessments of whatever nature and kind which have become due and payable or are delinquent as of the date of Closing shall be paid and discharged by Seller and reimbursed by Tenant in the manner consistent with the Lease. To the extent not paid directly by the Tenant, all taxes for periods prior to Closing which have not yet been paid and are not yet due and payable as of the date of Closing shall become the responsibility of the Purchaser to provide the tax statements to Tenant and receive full reimbursement for all taxes paid from Tenant in the manner consistent with the Lease. In the event Seller is owed any taxes for periods prior to Closing and which are to be paid for by Tenant pursuant to the Lease, then, Purchaser shall not be required to provide Seller with a credit at Closing; provided, however, at such time as Purchaser has received such amounts from the Tenant under the Lease, it shall remit such amounts to Seller and in no event shall Purchaser be responsible for payment to Seller of any amount of real estate taxes under this Section 9.B. Seller shall provide evidence of all tax payments and statements to Purchaser for the previous three (3) years within five (5) days of Effective Date. C. Seller shall be responsible for payment of all operating expenses related to the Subject Premises prior to the Closing Date, which shall be paid in full prior to Closing and Seller shall provide Purchaser with reasonable evidence that all such operating expenses including all outstanding bills of utility companies and service providers have been paid in full for the time period prior to the Closing Date. Purchaser shall be responsible for all such expenses on the Closing Date and thereafter. D. Seller shall be responsible for payment of all amounts due under all reciprocal easement agreements for the time period prior to the Closing Date. Purchaser shall be responsible for all such amounts on the Closing Date and thereafter. E. All tenant security depositsimprovement allowance, if any, shall required to be assumed by Purchaser with credit therefor against sums due at Closingpaid under Section 6.A of the Fifth Amendment in an amount not to exceed Five Hundred Seventy Eight Thousand Three Hundred Sixty-Four and 00/100 ($578,364.00) Dollars. F. E. Seller shall pay all state, county, city and other real estate conveyance, tangible, intangible, documentary stamp and similar taxes and any other tangible and intangible transfer taxes due upon Closing or required to be paid upon recording of the Special Warranty Deed. G. Purchaser F. Seller shall pay the brokerage commissions due the Broker as provided in Section 15 below and Seller shall split, on a fifty/fifty (50/50) basis, any escrow fees/closing fees charged be authorized to reduce such brokerage commission by the Escrow Agentamount due to Purchaser pursuant to Section 10.G below. G. Seller shall credit Purchaser with the sum of Eleven Thousand Five Hundred and 00/100 ($11,500.00) Dollars as a reimbursement of a portion of the title insurance premium with respect to Purchaser’s Title Insurance Policy as provided under Section 4.A hereof and the Broker has agreed to contribute to Purchaser the sum of Eleven Thousand Five Hundred and 00/100 ($11,500.00) Dollars towards the title insurance premium with respect to the Title Insurance Policy to be obtained under Section 4.A hereof and the Broker hereby joins in this Agreement to acknowledge its payments obligation under this Section 10.G and Seller shall be authorized to pay Eleven Thousand Five Hundred and 00/100 ($11,500.00) Dollars of the brokerage commission otherwise due to the Broker to Purchaser in satisfaction of this obligation.

Closing Adjustments. The following shall will be apportioned on the closing statement against sums amounts due Seller at Closing: A. a. All payments received by Seller from the Tenant for fixed rent shall be prorated as of the Closing Date with Purchaser receiving the fixed rent payable with respect to the day of Closing and for all periods thereafter and all payments received by Seller from the Tenant, for additional rental items such as real estate taxes, utilities, maintenance and operating expenses, insurance and similar reimbursements, expenses, escalation payments and prepaid expense items allocable to lease periods (under the Lease) extending to periods after the Closing, shall be prorated as of the Closing with Purchaser receiving a credit for the amount payable for the day of Closing and thereafter, shall be allocated and distributed to Purchaser together with an accounting therefor or at Purchaser's option credited to Purchaser at the Closing. In the event that the Tenant pays additional rental items such as real estate taxes, maintenance and operating expenses and insurance on an estimated basis, then, prior to Closing, Seller shall complete a reconciliation of all such expenses and shall provide Purchaser with a credit at Closing for any amounts which Purchaser may be obligated to refund to the Tenant. In no event shall Purchaser be charged with any past due rentals, which, if collected by Purchaser, shall be remitted to Seller only after all current rents and other charges have been satisfied, and less Purchaser's reasonable costs of collection, including attorney's fees. Seller shall have no surviving rights after Closing to collect from the Tenant any past due amounts. Should any current charges or xxxxxxxx to or for utilities, including electricity, sewer and water charges that are payable in arrears, be unknown at the Closing, such charges shall be estimated and prorated as of the Closing, with Purchaser receiving a credit from Seller, based upon the last available invoices or billing therefor. B. All real and personal property taxes and special assessments of whatever nature and kind which that have become due and payable or are delinquent as of the date of Closing shall Date will be paid and discharged by Seller Seller. Current real and reimbursed by Tenant in the manner consistent with the Lease. To the extent not paid directly by the Tenant, all personal property taxes for periods prior to Closing which have not yet been paid and are not yet due and payable as (regardless of the lien date) will be prorated on the due date of Closing shall become the responsibility basis of the Purchaser taxing authority on the basis of a 365-day year. Seller will be responsible for taxes up to provide but not including the tax statements to Tenant and receive full reimbursement for all taxes paid from Tenant in the manner consistent with the Leaseday of Closing. In the event addition, Seller is owed any will pay all state and county transfer taxes for periods prior to and revenue stamps due on Closing and which are or required to be paid for on recording of the warranty deed. b. All tenant security deposits, cleaning deposits, if any, and other deposits of whatever nature and kind whatsoever, and whether or not refundable, will be assumed by Tenant pursuant Purchaser with credit against amounts due at Closing. c. All rents and other income collected by Seller up to the Lease, then, Purchaser shall not be required Closing Date that are allocable to provide Seller the period commencing with a credit at Closing; provided, however, at such time as Purchaser has received such amounts from and after the Tenant under Closing Date and the Lease, it shall remit such amounts to Seller and in no event shall Purchaser be responsible for payment to Seller of any full amount of real estate taxes under this Section 9.B. all security deposits, pet deposits, and other deposits held by Seller shall provide evidence of all tax payments and statements will be paid by Seller to Purchaser Purchaser. Seller will have no surviving rights after Closing to collect past due rentals from tenants. If any tenant lease provides for the previous three (3) years within five (5) days of Effective Date. C. Seller shall rent payable by a tenant after the Closing Date to be responsible less than the pro forma or budgeted rent for payment of all operating expenses related to such apartment unit as set forth on the rent roll for the Subject Premises prior to as of the Closing Date, which shall whether as a result of free rent, reduced rent, or any other form of rent concession (in each case a Rent Concession), at Closing Purchaser will be paid entitled to a credit from Seller in full prior an amount equal to the sum of all such Rent Concessions made to tenants attributable to the period after the Closing Date. In connection with the proration set forth above At least 7 days before the Closing Date, Seller will furnish to Purchaser a schedule setting forth all of the the information as may be needed to complete the above-referenced prorations not later than 14 days before Closing and that information will be updated before Closing. For the purpose of setting up Purchaser’s to set up Purchaser’s books and records for the Subject Premises, to commence preparation of the closing statements, and to prepare estimates of proposed closing prorations. Seller shall provide will allow Purchaser with reasonable evidence and Purchaser will have the right to have access to Seller’s books and records relating to the tenant leases during verify that period information, and, at or before Closing, Seller will electronically download all such operating expenses including this information to Purchaser in a comma delimited format so Purchaser may receive all data at or before the Closing. Date. d. Seller will pay in full, not later than at (or before) Closing, all outstanding bills of utility companies and service providers have been paid in full for the time period prior to through the Closing Date. Purchaser shall If there are outstanding water or sewer bills that have not been paid by Seller and relate to periods on or before the Closing Date, a utility water or sewer escrow will be responsible for all such expenses on established with the Title Company to ensure that there are funds available to pay these water or sewer bills following the Closing Date and thereafterfollowing Closing. At the time as the water or sewer bills have been issued, the parties will prorate the bills and any funds escrowed will be used to pay Seller’s share of the bills with the remaining escrowed amounts payable to Seller. D. e. Seller shall be responsible for payment of all amounts due under all reciprocal easement agreements for the time period prior to the Closing Date. Purchaser shall be responsible for all such amounts on the Closing Date and thereafter. E. All tenant security deposits, if any, shall be assumed by Purchaser with credit therefor against sums due at Closing. F. Seller shall will pay all state, county, city and other real estate conveyance, tangible, intangible, stamp and similar taxes and any other transfer taxes the brokerage commissions due upon Closing or required in connection with this transaction to be paid upon recording [name] pursuant to section 15 of the Special Warranty Deedthis Agreement. G. Purchaser and Seller shall split, on a fifty/fifty (50/50) basis, any escrow fees/closing fees charged by the Escrow Agent.