Common use of Closing Prorations and Adjustments Clause in Contracts

Closing Prorations and Adjustments. (i) A statement of prorations and adjustments shall be prepared by Acquiror in conformity with the provisions of this Agreement and submitted to Contributor for review not less than three (3) business days prior to the Closing Date. For purposes of prorations, Acquiror shall be deemed the owner of the Properties on the Closing Date. In addition to prorations and adjustments that may otherwise be provided for in this Agreement, the following items are to be prorated or adjusted (as the case requires) as of the Closing Date: (a) the full amount of the security and other deposits paid under the Leases, together with interest thereon if required by law or under the Leases, shall be credited to Acquiror; (b) To the extent such charges are not billed directly to Tenants, water, electricity, sewer, gas, telephone and other utility charges shall be prorated based, to the extent practicable, on final meter readings and final invoices, or, in the event final readings and invoices are not available, based on the most currently available billing information, and reprorated upon issuance of final utility bills; (c) Amounts paid or payable under any Service Contracts being assigned to Acquiror shall be prorated based, to the extent practicable, on final invoices or, in the event final invoices are not available, based on the most currently available billing information, and reprorated upon issuance of final invoices; (d) All real estate, personal property and ad valorem taxes applicable to the Properties and levied with respect to calendar year 1998 shall be prorated on an accrual basis, as of the Closing Date, utilizing the actual final Tax Bills for the Properties for 1997 (or 1998 if available) adjusted for any announced changes in rates of taxation. Prior to or at Closing, Contributor shall pay or have paid all Tax Bills that are due and payable prior to or on the Closing Date and shall furnish evidence of such payment to Acquiror and the Title Company. Each party's respective obligations to reprorate real estate taxes shall survive the Closing and shall not merge into any instrument of conveyance delivered at Closing. The taxes to be prorated (i.e., county, school, city) for each Property and the billing and accrual schedule for each such tax are set forth in Exhibit K; (e) All assessments, general or special, shall be prorated as of the Closing Date on a "due date" basis such that the Contributor shall be responsible for any installments of assessments which are first due or payable prior to the Closing Date and Acquiror shall be responsible for any installments of assessments which are first due or payable on or after the Closing Date; (f) Commissions of leasing and rental agents for any Lease entered into as of or prior to the Closing Date that are due and payable at or prior to the Closing Date, whether with respect to base lease term, future expansions, renewals, or otherwise, shall be paid in full at or prior to Closing by the Contributor, without contribution or proration from Acquiror; (g) All Base Rents (as defined below) and other charges actually received, including, without limitation, all Additional Rent (as defined below), shall be prorated at Closing. At the time(s) of final calculation and collection from tenants of Additional Rent for 1998, there shall be a re-proration between Acquiror and the Contributor as to Additional Rent adjustments, which re-proration shall be paid upon Acquiror's presentation of its final accounting to the Contributor, certified as to accuracy by Acquiror. The party's respective obligations to reprorate Additional Rent shall survive the Closing and shall not merge into any instrument of conveyance delivered at Closing. At the Closing, no "Delinquent Rents" (rents or other charges which are due and owing as of the Closing) shall be prorated in favor of the Contributor. Notwithstanding the foregoing, Acquiror shall use reasonable efforts after the Closing Date to collect any Delinquent Rents due to the Contributor from tenants. Further, after the Closing Date, the Contributor shall continue to have the right, enforceable at its sole expense, to pursue legal action against any tenant (and any guarantors) who have defaulted, prior to the Closing Date, under a Lease; provided, however, that the Contributor gives Acquiror advance written notice of its intent to pursue such action and further provided that the Contributor shall have no right to terminate any Lease (or any right to dispossess any tenant thereunder). All rents and other charges received from any tenant after the Closing by and for the benefit of Acquiror shall be applied, first, against current and past due rental obligations owed to, or for the benefit of, Acquiror with respect to those rental obligations accruing subsequent to the Closing Date (including, but not limited to, obligations to replenish any security deposit withdrawal by the Contributor or Acquiror), or any obligations accruing prior to the Closing Date that the Contributor does not pay or for which Acquiror does not receive a credit at Closing, and second, any excess shall be delivered to the Contributor, but only to the extent of Delinquent Rents owed to, and for the benefit of, the Contributor for the period prior to the Closing Date (in no event, however, shall any sums be paid to the Contributor to the extent it has been previously reimbursed for such default out of any security deposit); (h) The Contributor and Acquiror acknowledge that various of the Properties may contain certain vacancies as of the date of this Agreement and all such current vacancies are reflected on the Rent Roll (the "Vacancies"). If a new lease for any such Vacancy ("Vacancy Lease") is executed prior to Closing and the terms of such Vacancy Lease have been approved by Acquiror, then the applicable Contributor and Acquiror shall each bear a pro rata share, of the tenant improvement costs and brokerage commission attributable to the Vacancy Lease (the "Vacancy Lease Costs"). The Contributor's proportionate share of the Vacancy Lease Costs shall be based on that portion of the Vacancy Lease's term that elapses prior to Closing and Acquiror's proportionate share shall be based on that portion of the Vacancy Lease's term that remains unexpired as of the Closing Date. The Contributor shall pay all Vacancy Lease Costs and Acquiror shall reimburse the Contributor for its proportionate share of such Vacancy Lease Costs by way of an Adjustment in the Contribution Consideration. In the event that this Agreement is terminated prior to Closing, then Acquiror shall have no liability or obligation with respect to any Vacancy Lease or any Vacancy Lease Costs. (i) Such other items that are customarily prorated in transactions of this nature shall be ratably prorated. (ii) For purposes of calculating prorations, Acquiror shall be deemed to be in title to the Properties, and therefore entitled to the income therefrom and responsible for the expenses thereof, for the entire Closing Date. All such prorations shall be made on the basis of the actual number of days of the year and month that shall have elapsed as of the Closing Date. Except with respect to general real estate and personal property taxes that are to be reprorated as aforesaid, any proration which must be estimated at the Closing shall be reprorated and finally adjusted within ninety (90) days after the Closing Date; otherwise all prorations shall be final. The provisions of the foregoing sentence shall survive the Closing.

Closing Prorations and Adjustments. (i) A statement of prorations and other adjustments for Property-level income and expenses shall be prepared by Acquiror the Title Company in conformity with the provisions of this Agreement and submitted to Contributor Purchaser and Seller for review and approval not less than three (3) business days Business Days prior to the Closing. For purposes of such prorations, each of Seller and Purchaser shall be considered the owner of fifty percent (50%) of the Property prior to the Closing Date. For purposes of prorations, Acquiror and Purchaser shall be deemed considered the owner of one hundred percent (100%) of the Properties on Property from and after the Closing Date. In addition to prorations and adjustments that may otherwise be provided for in this Agreement, the . (a) The following items are to be prorated or adjusted (adjusted, as the case requiresmay require, as of the Closing: (1) The rent under the Leases and any other sums owing by the tenants thereunder shall be prorated for the month in which the Closing Date occurs on a per diem basis. On or before Closing, the Parties shall agree on a schedule of all rent, charges and other amounts, if any, payable by the tenants from and after the Closing Date with respect to which Seller is entitled to receive a share under this Agreement to the extent such payments are for any period prior to Closing Date, and any amount due and owing to the Company before the Closing Date by tenants under the Leases which are unpaid as of the Closing Date (such amounts are collectively referred to herein as the “Delinquent Amounts” and Seller’s fifty percent (50%) share of such amounts is herein referred to as “Seller’s Delinquent Amounts Share”). Notwithstanding the foregoing or any direction from the tenants to the contrary, rental and other payments received by Purchaser or Company from the tenants shall first be applied toward the actual out-of-pocket costs of collection, then toward the payment of current rent and other charges owed to Purchaser or the Company for periods from and after the Closing Date:, and any excess monies received shall be applied toward the payment of Delinquent Amounts (prorated between Seller and Purchaser); provided, however, that any rent received by Purchaser or the Company during the month in which the Closing occurs shall first be applied to the payment of Delinquent Amounts, and not toward the payment of rent and other charges for subsequent months. Purchaser may not waive any Delinquent Amounts or modify the Leases so as to reduce amounts or charges owed under the Leases for any period in which Seller is entitled to receive the Seller’s Delinquent Amounts Share without first obtaining the prior written consent of Seller. With respect to Seller’s Delinquent Amounts Share owed by the tenants, Purchaser shall reasonably cooperate (including, without limitation, permitting Seller, through Seller’s counsel, to file claims and institute suits if the parties have reasonably exhausted all other efforts for collection), at no expense to Purchaser, in the Seller’s collection of such Seller’s Delinquent Amounts Share; provided, however, that Seller shall not be entitled to exercise any right to terminate the Leases or to evict any tenant. (a2) the The full amount of the security and other deposits paid under the Leases, if any, and not theretofore applied, together with interest thereon if to the extent any interest is required by law or under otherwise to be paid to the Leasestenants, shall be delivered or credited by Seller to AcquirorPurchaser on the Closing Date; (b3) To Any reserves and impounds due, if any, under the extent such charges are not billed directly to Tenants, water, electricity, sewer, gas, telephone and other utility charges Loan for the month in which the Closing occurs shall be prorated basedbetween Seller and Purchaser. Interest under the Loan will be prorated between Seller and Purchaser such that the Seller is responsible for fifty percent (50%) of all interest due and payable, or accruing, prior to the extent practicableClosing Date (including interest accruing through the day prior to the Closing Date as to interest accruing for the month in which the Closing Date occurs) and Purchaser shall be responsible for fifty percent (50%) of the interest prior to the Closing Date and all interest thereunder from and after the Closing Date. As described elsewhere in this Agreement, Seller shall be entitled to a release from Lender of fifty percent (50%) of any reserves and impounds currently held by or on final meter readings and final invoices, behalf of Lender as of the Closing Date or, in the event final readings and invoices are not available, based on the most currently available billing information, and reprorated upon issuance of final utility bills; (c) Amounts paid or payable under any Service Contracts being assigned if Lender refuses to Acquiror shall be prorated based, to the extent practicable, on final invoices or, in the event final invoices are not available, based on the most currently available billing information, and reprorated upon issuance of final invoices; (d) All real estate, personal property and ad valorem taxes applicable to the Properties and levied with respect to calendar year 1998 shall be prorated on an accrual basis, release such reserves as of the Closing Date, utilizing the actual final Tax Bills for the Properties for 1997 (or 1998 if available) adjusted for any announced changes in rates of taxation. Prior to or at Closing, Contributor Seller shall pay or have paid all Tax Bills that are due and payable prior to or on the Closing Date and shall furnish evidence be credited with an amount of such payment to Acquiror reserves and the Title Company. Each party's respective obligations to reprorate real estate taxes shall survive the Closing and shall not merge into any instrument of conveyance delivered at Closing. The taxes to be prorated (i.e., county, school, city) for each Property and the billing and accrual schedule for each such tax are set forth in Exhibit K; (e) All assessments, general or special, shall be prorated impounds as of the Closing Date on a "due date" basis such that the Contributor by Purchaser (and thereafter Purchaser shall be responsible for deemed the owner of all funds in the reserves and impounds free and clear of any installments of assessments which are first due or payable prior to the Closing Date and Acquiror shall be responsible for any installments of assessments which are first due or payable on or after the Closing Date;claims by Seller). (f) Commissions of leasing and rental agents for any Lease entered into as of or prior to the Closing Date that are due and payable at or prior to the Closing Date, whether with respect to base lease term, future expansions, renewals, or otherwise, shall be paid in full at or prior to Closing by the Contributor, without contribution or proration from Acquiror; (gb) All Base Rents (as defined below) Company and other charges actually received, including, without limitation, all Additional Rent (as defined below), Property-related expenses shall be prorated at Closing. At among the time(sSeller and Purchaser on the same basis as revenues (i.e. such that Seller is responsible for fifty percent (50%) of final calculation and collection from tenants of Additional Rent for 1998, there shall be a re-proration between Acquiror and the Contributor as to Additional Rent adjustments, which re-proration shall be paid upon Acquiror's presentation of its final accounting to the Contributor, certified as to accuracy by Acquiror. The party's respective obligations to reprorate Additional Rent shall survive the Closing and shall not merge into any instrument of conveyance delivered at Closing. At the Closing, no "Delinquent Rents" (rents or other charges which are due and owing as of the Closing) shall be prorated in favor of the Contributor. Notwithstanding the foregoing, Acquiror shall use reasonable efforts after the Closing Date to collect any Delinquent Rents due to the Contributor from tenants. Further, after the Closing Date, the Contributor shall continue to have the right, enforceable at its sole expense, to pursue legal action against any tenant (and any guarantors) who have defaulted, prior to the Closing Date, under a Lease; provided, however, that the Contributor gives Acquiror advance written notice of its intent to pursue such action and further provided that the Contributor shall have no right to terminate any Lease (or any right to dispossess any tenant thereunder). All rents and other charges received from any tenant after the Closing by and for the benefit of Acquiror shall be applied, first, against current and past due rental obligations owed to, or for the benefit of, Acquiror with respect to those rental obligations accruing subsequent to the Closing Date (including, but not limited to, obligations to replenish any security deposit withdrawal by the Contributor or Acquiror), or any obligations accruing prior to the Closing Date that the Contributor does not pay or for which Acquiror does not receive a credit at Closing, and second, any excess shall be delivered to the Contributor, but only to the extent of Delinquent Rents owed to, and for the benefit of, the Contributor for the period prior to the Closing Date (in no event, however, shall any sums be paid to the Contributor to the extent it has been previously reimbursed for such default out of any security deposit); (h) The Contributor and Acquiror acknowledge that various of the Properties may contain certain vacancies as of the date of this Agreement and all such current vacancies are reflected on the Rent Roll (the "Vacancies"). If a new lease for any such Vacancy ("Vacancy Lease") is executed expenses prior to Closing and the terms Purchaser is responsible for fifty percent (50%) of such Vacancy Lease have been approved by Acquiror, then the applicable Contributor and Acquiror shall each bear a pro rata share, of the tenant improvement costs and brokerage commission attributable to the Vacancy Lease (the "Vacancy Lease Costs"). The Contributor's proportionate share of the Vacancy Lease Costs shall be based on that portion of the Vacancy Lease's term that elapses expenses prior to Closing and Acquiror's proportionate share one hundred percent (100%) of such expenses from and after Closing). Amounts on deposit, if any, with utility companies or under any Contracts shall be based prorated between the Purchaser and Seller on that portion of the Vacancy Lease's term that remains unexpired same basis as of the Closing Date. The Contributor shall pay all Vacancy Lease Costs and Acquiror shall reimburse the Contributor for its proportionate share of such Vacancy Lease Costs by way of an Adjustment in the Contribution Consideration. In the event that this Agreement is terminated prior to Closing, then Acquiror shall have no liability or obligation with respect to any Vacancy Lease or any Vacancy Lease Costsother expenses. (ic) Such other items that are customarily prorated in transactions of this nature shall be ratably prorated. (ii) For purposes of calculating prorations, Acquiror shall be deemed to be in title to the Properties, and therefore entitled to the income therefrom and responsible for the expenses thereof, for the entire Closing Date. All such prorations shall be made on the basis of the actual number of days of the year and month that shall have elapsed as of the Closing Date. Except with respect to general real estate and personal property taxes that are to be reprorated as aforesaid, any Any proration which must be estimated at the Closing shall be reprorated and finally adjusted within ninety (90) days as soon as practicable after the Closing Datewith any refunds payable to Seller or Purchaser to be made as soon as practicable; otherwise all prorations shall be final. The provisions of To the foregoing sentence extent any prorations are subject to reimbursement from the tenants under the Leases, the Parties shall survive the Closingadjust such amounts upon receipt and such reimbursement shall be paid to Seller or Purchaser, as applicable, as soon as practicable.

Closing Prorations and Adjustments. (i) A statement of prorations and adjustments shall be prepared by Acquiror in conformity with the provisions of this Agreement and submitted to Contributor for review not less than three (3) business days prior to the Closing Date. For purposes of prorations, Acquiror shall be deemed the owner of the Properties on the Closing Date. In addition to prorations and adjustments that may otherwise be provided for in this Agreement, the following items are to be prorated or adjusted (as the case requires) as of the Closing Date: (a) the full amount of the security and other deposits paid under the Leases, together with interest thereon if required by law or under the Leases, shall be credited to Acquiror; (b) To the extent such charges are not billed directly to Tenants, water, electricity, sewer, gas, telephone and other utility charges shall be prorated based, to the extent practicable, on final meter readings and final invoices, or, in the event final readings and invoices are not available, based on the most currently available billing information, and reprorated upon issuance of final utility bills; (c) Amounts paid or payable under any Service Contracts being assigned to Acquiror shall be prorated based, to the extent practicable, on final invoices or, in the event final invoices are not available, based on the most currently available billing information, and reprorated upon issuance of final invoices; (d) All real estate, personal property and ad valorem taxes applicable to the Properties and levied with respect to calendar year 1998 shall be prorated on an accrual basis, as of the Closing Date, utilizing the actual final Tax Bills for the Properties for 1997 (or 1998 if available) adjusted for any announced changes in rates of taxation. Prior to or at Closing, Contributor shall pay or have paid all Tax Bills that are due and payable prior to or on the Closing Date and shall furnish evidence of such payment to Acquiror and the Title Company. Each party's respective obligations to reprorate real estate taxes shall survive the Closing and shall not merge into any instrument of conveyance delivered at Closing. The taxes to be prorated (i.e., county, school, city) for each Property and the billing and accrual schedule for each such tax are set forth in Exhibit KJ; (e) All assessments, general or special, shall be prorated as of the Closing Date on a "due date" basis such that the Contributor shall be responsible for any installments of assessments which are first due or payable prior to the Closing Date and Acquiror shall be responsible for any installments of assessments which are first due or payable on or after the Closing Date; (f) Commissions of leasing and rental agents for any Lease entered into as of or prior to the Closing Date that are due and payable at or prior to the Closing Date, whether with respect to base lease term, future expansions, renewals, or otherwise, shall be paid in full at or prior to Closing by the Contributor, without contribution or proration from Acquiror; (g) All Base Rents (as defined below) and other charges actually received, including, without limitation, all Additional Rent (as defined below), shall be prorated at Closing. At the time(s) of final calculation and collection from tenants of Additional Rent for 1998, there shall be a re-proration between Acquiror and the Contributor as to Additional Rent adjustments, which re-proration shall be paid upon Acquiror's presentation of its final accounting to the Contributor, certified as to accuracy by Acquiror. The party's respective obligations to reprorate Additional Rent shall survive the Closing and shall not merge into any instrument of conveyance delivered at Closing. At the Closing, no "Delinquent Rents" (rents or other charges which are due and owing as of the Closing) shall be prorated in favor of the Contributor. Notwithstanding the foregoing, Acquiror shall use reasonable efforts after the Closing Date to collect any Delinquent Rents due to the Contributor from tenants. Further, after the Closing Date, the Contributor shall continue to have the right, enforceable at its sole expense, to pursue legal action against any tenant (and any guarantors) who have defaulted, prior to the Closing Date, under a Lease; provided, however, that the Contributor gives Acquiror advance written notice of its intent to pursue such action and further provided that the Contributor shall have no right to terminate any Lease (or any right to dispossess any tenant thereunder). All rents and other charges received from any tenant after the Closing by and for the benefit of Acquiror shall be applied, first, against current and past due rental obligations owed to, or for the benefit of, Acquiror with respect to those rental obligations accruing subsequent to the Closing Date (including, but not limited to, obligations to replenish any security deposit withdrawal by the Contributor or Acquiror), or any obligations accruing prior to the Closing Date that the Contributor does not pay or for which Acquiror does not receive a credit at Closing, and second, any excess shall be delivered to the Contributor, but only to the extent of Delinquent Rents owed to, and for the benefit of, the Contributor for the period prior to the Closing Date (in no event, however, shall any sums be paid to the Contributor to the extent it has been previously reimbursed for such default out of any security deposit); (h) The Contributor and Acquiror acknowledge that various of the Properties may contain certain vacancies as of the date of this Agreement and all such current vacancies are reflected on the Rent Roll (the "Vacancies"). If a new lease for any such Vacancy ("Vacancy Lease") is executed prior to Closing and the terms of such Vacancy Lease have been approved by Acquiror, then the applicable Contributor and Acquiror shall each bear a pro rata share, of the tenant improvement costs and brokerage commission attributable to the Vacancy Lease (the "Vacancy Lease Costs"). The Contributor's proportionate share of the Vacancy Lease Costs shall be based on that portion of the Vacancy Lease's term that elapses prior to Closing and Acquiror's proportionate share shall be based on that portion of the Vacancy Lease's term that remains unexpired as of the Closing Date. The Contributor shall pay all Vacancy Lease Costs and Acquiror shall reimburse the Contributor for its proportionate share of such Vacancy Lease Costs by way of an Adjustment adjustment in the Contribution Consideration. In the event that this Agreement is terminated prior to Closing, then Acquiror shall have no liability or obligation with respect to any Vacancy Lease or any Vacancy Lease Costs. (i) Such other items that are customarily prorated in transactions of this nature shall be ratably prorated. (ii) For purposes of calculating prorations, Acquiror shall be deemed to be in title to the Properties, and therefore entitled to the income therefrom and responsible for the expenses thereof, for the entire Closing Date. All such prorations shall be made on the basis of the actual number of days of the year and month that shall have elapsed as of the Closing Date. Except with respect to general real estate and personal property taxes that are to be reprorated as aforesaid, any proration which must be estimated at the Closing shall be reprorated and finally adjusted within ninety (90) days after the Closing Date; otherwise all prorations shall be final. The provisions of the foregoing sentence shall survive the Closing.

Closing Prorations and Adjustments. (i) A statement of prorations and adjustments shall be prepared by Acquiror in conformity with the provisions of this Agreement and submitted to Contributor for review not less than three (3) business days prior to the Closing Date. For purposes of prorations, Acquiror shall be deemed the owner of the Properties on the Closing Date. In addition to prorations and adjustments that may otherwise be provided for in this Agreement, the The following items are to be prorated or adjusted (as the case requiresappropriate) as of the close of business on the Closing Date, it being understood that for purposes of prorations and adjustments, Seller shall be deemed the owner of the Property on such day and Purchaser shall be deemed the owner of the Property as of the day after the Closing Date: (a) real estate and personal property taxes and assessments (on the full amount basis of the security and other deposits paid under most recent ascertainable tax xxxx if the Leases, together with interest thereon if required by law or under the Leases, shall be credited to Acquirorcurrent xxxx is not then available); (b) To the extent such charges "minimum" or "base" rent payable by tenants under the Leases; provided, however, that rent and all other sums which are not billed directly due and payable to Tenants, water, electricity, sewer, gas, telephone and other utility charges shall be prorated based, to the extent practicable, on final meter readings and final invoices, or, in the event final readings and invoices are not available, based on the most currently available billing information, and reprorated upon issuance of final utility bills; (c) Amounts paid or payable under Seller by any Service Contracts being assigned to Acquiror shall be prorated based, to the extent practicable, on final invoices or, in the event final invoices are not available, based on the most currently available billing information, and reprorated upon issuance of final invoices; (d) All real estate, personal property and ad valorem taxes applicable to the Properties and levied with respect to calendar year 1998 shall be prorated on an accrual basis, tenant but uncollected as of the Closing Dateshall not be adjusted, utilizing but Purchaser shall cause the actual final Tax Bills rent and other sums for the Properties for 1997 (or 1998 if available) adjusted for any announced changes in rates of taxationperiod prior to Closing to be remitted to Seller if, as and when collected. Prior to or at At Closing, Contributor Seller shall pay or have paid deliver to Purchaser a schedule of all Tax Bills that are such past due but uncollected rent and payable prior other sums owed by tenants. Purchaser shall include the amount of such rent and other sums in the first bills thereafter submitted to or on the tenants in question after the Closing, and shall continue to do so for twelve (12) months thereafter. All rents received by Purchaser from any such tenants after the Closing Date and shall furnish evidence be applied in the following order or priority: (I) first, to the actual, reasonable, out-of- pocket costs of collection, if any, incurred by Purchaser for third party collection agencies in collecting such rent; (II) then to rent due for the current period; (III) then to any month or months following the Closing Date for which any amounts are due at the time of receipt of such rent payment; (IV) then to the month in which the Closing occurred; and (V) then to any month or months preceding the month in which the Closing occurred; provided, however, that Seller shall have the right to pursue independently (without initiating an unlawful detainer or involuntary bankruptcy proceeding), for its own account, any tenant for payment to Acquiror of rent for any month preceding the month in which Closing occurs. To the extent not set forth on said schedule, percentage or overage rent and the Title Company. Each party's respective obligations to reprorate reimbursement of real estate taxes shall survive payable, common area maintenance, mall maintenance, utility charges, water and sewer charges, insurance and merchant's association dues and assessments and all other charges to or contributions by tenants under the Closing and shall not merge into any instrument of conveyance delivered at Closing. The taxes to be prorated (i.e., county, school, city) for each Property and the billing and accrual schedule for each such tax are set forth in Exhibit K; (e) All assessments, general or special, Leases shall be prorated as of the Closing Date on a "due date" basis such that the Contributor shall be responsible for any installments of assessments which are first due or payable prior to the Closing Date and Acquiror shall be responsible for any installments of assessments which are first due or payable on or after the Closing Date; (f) Commissions of leasing and rental agents for any Lease entered into as of or prior to the Closing Date that are due and payable at or prior to the Closing Date, whether follows: with respect to base lease termpercentage rents, future expansionsand upon receipt by Purchaser, renewals, or otherwise, Purchaser shall be paid in full at or prior furnish to Closing by the Contributor, without contribution or proration Seller copies of all sales reports from Acquiror; (g) All Base Rents (as defined below) and other charges actually receivedtenants relative thereto, including, without limitation, all Additional Rent sales reports with respect to any tenants whose lease years have expired as of the Closing but whose sales reports were not available on Closing and sales reports of any tenants whose lease year expires after the Closing, and the amount of any rents (as defined belowincluding, without limitation, percentage rents), reimbursement or contribution to be made by any tenant shall be made in accordance with such tenant's Lease as now existing and Purchaser shall promptly pay to Seller a pro-rata portion of such rents, reimbursement or contribution, based upon apportionment being made as of the Closing Date, promptly after the date when such rents, reimbursement or contribution is received from the tenant; (c) Subject to the following sentence, with respect to tenant improvement costs or leasing commissions relating to Leases, or any modification, amendment, restatement or renewal thereto, executed after the date hereof in accordance with the procedures contained in Section 9(M) hereof (referred to as a "New Lease"), Seller and ------------ Purchaser agree that such costs and commissions shall be prorated at Closing. At over the time(s) term of final calculation any New Lease with Seller being responsible for a portion of such costs and collection from tenants commissions based on the ratio of Additional Rent for 1998, there shall be a re-proration between Acquiror and base rent payments received by Seller through the Contributor as to Additional Rent adjustments, which re-proration shall be paid upon Acquiror's presentation of its final accounting Closing Date to the Contributor, certified as to accuracy by Acquiror. The party's respective obligations to reprorate Additional Rent shall survive total base rent payable over the Closing and shall not merge into any instrument of conveyance delivered at Closing. At the Closing, no "Delinquent Rents" (rents or other charges which are due and owing as term of the Closing) shall be prorated in favor of the Contributorparticular New Lease. Notwithstanding the foregoing, Acquiror in the event Seller enters into a New Lease with one or more of Xxxx Carpets, Cigarettes Cheaper, and Twin Dragon prior to Closing (such New Leases, if any, being referred to as "Excluded Leases"), the Seller shall use reasonable efforts after (i) pay all tenant improvement costs and leasing commissions due under any Excluded Leases, or (ii) give Purchaser at Closing a credit against the Closing Date Purchase Price in the amount of any such unpaid tenant improvement costs and leasing commissions due under the Excluded Leases. (d) the amount of security deposits paid under the Leases will be transferred or credited to collect Purchaser at Closing; (e) water, electric, telephone and all other utility and fuel charges, fuel on hand (at cost plus sales tax), and any Delinquent Rents due deposits with utility companies (to the Contributor from tenants. Furtherextent possible, after utility prorations will be handled by meter readings on the day immediately preceding the Closing Date); (f) amounts due and prepayments under the Service Contracts; (g) assignable license and permit fees; and (h) other similar items of income and expenses of operation. (ii) Notwithstanding the foregoing, the Contributor Seller shall continue in all events be entitled to have the right, enforceable at its sole expense, to pursue legal action against any tenant (retain amounts paid by tenants for real estate taxes and any guarantors) who have defaulted, prior to assessments and common area expenses as of the Closing Date, under a Lease; provided, however, that the Contributor gives Acquiror advance written notice of its intent to pursue such action and further provided that the Contributor shall have no right to terminate any Lease (or any right to dispossess any tenant thereunder). All rents and other charges received from any tenant after the Closing by and for the benefit of Acquiror shall be applied, first, against current and past due rental obligations owed to, or for the benefit of, Acquiror with respect to those rental obligations accruing subsequent to the Closing Date (including, but not limited to, obligations to replenish any security deposit withdrawal by the Contributor or Acquiror), or any obligations accruing prior to the Closing Date that the Contributor does not pay or for which Acquiror does not receive a credit at Closing, and second, any excess shall be delivered to the Contributor, but only to the extent not in excess of Delinquent Rents owed to, such taxes and for the benefit of, the Contributor expenses paid by Seller for the period prior to the Closing Date (in no eventDate. Further, howeverfor purposes of this Section 4(C), shall the amount of any sums be paid ------------ expense credited by one party to the Contributor other shall be deemed an expense paid by that party. (iii) Notwithstanding anything to the extent it has been previously reimbursed for such default out of contrary contained in this Section 4, Seller reserves the right (i) to meet with governmental officials and --------- to contest any security deposit); reassessment governing or affecting Seller's obligations under Section 4(C)(i) above and (hii) The Contributor and Acquiror acknowledge that various to contest any assessment of the Properties may contain certain vacancies as of the date of this Agreement Property or any --------------- portion thereof and all such current vacancies are reflected on the Rent Roll (the "Vacancies"). If to attempt to obtain a new lease refund for any such Vacancy ("Vacancy Lease") taxes previously paid; provided that Purchaser is executed prior not subject to Closing civil liability or criminal prosecution as a result thereof and the terms of such Vacancy Lease have been approved by Acquiror, then the applicable Contributor and Acquiror shall each bear a pro rata share, of the tenant improvement costs and brokerage commission attributable Purchaser's title to the Vacancy Lease (the "Vacancy Lease Costs"). The Contributor's proportionate share of the Vacancy Lease Costs shall be based on that portion of the Vacancy Lease's term that elapses prior to Closing and Acquiror's proportionate share shall be based on that portion of the Vacancy Lease's term that remains unexpired as of the Closing Date. The Contributor shall pay all Vacancy Lease Costs and Acquiror shall reimburse the Contributor for its proportionate share of such Vacancy Lease Costs by way of an Adjustment or interest in the Contribution ConsiderationProperty, or any portion thereof, is not subjected to forfeiture or involuntary sale. In the event that this Agreement is terminated prior to Closing, then Acquiror Seller shall have no liability or obligation retain all rights with respect to any Vacancy Lease or refund of taxes applicable to any Vacancy Lease Costs. (i) Such other items that are customarily prorated in transactions of this nature shall be ratably prorated. (ii) For purposes of calculating prorations, Acquiror shall be deemed period prior to be in title to the Properties, and therefore entitled to the income therefrom and responsible for the expenses thereof, for the entire Closing Date. All such prorations shall be made on the basis of the actual number of days of the year and month that shall have elapsed as of the Closing Date. Except with respect to general real estate and personal property taxes that are to be reprorated as aforesaid, any proration which must be estimated at the Closing shall be reprorated and finally adjusted within ninety (90) days after the Closing Date; otherwise all prorations shall be final. The provisions of the foregoing sentence shall survive the Closing.

Closing Prorations and Adjustments. (i) A statement of prorations and adjustments shall be prepared by Acquiror in conformity with the provisions of this Agreement and submitted to Contributor for review not less than three (3) business days prior to each of the Closing DateDate (with respect to the Properties), the Second Closing Date (with respect to Waterfront II) and the Option Closing Date (with respect to One City Centre and Three City Centre). For purposes of prorations, Acquiror shall be deemed the owner of the Properties on the Closing Date, the owner of Waterfront II on the Second Closing Date and the owner of One City Centre and Three City Centre on the Option Closing Date. In addition to prorations and adjustments that may otherwise be provided for in this Agreement, the following items are to be prorated or adjusted (as the case requires) with respect to the Properties and Additional Properties, as of the Closing Date, the Second Closing Date or the Option Closing Date, as the case may be: (a) the The full amount of the cash security and other cash deposits paid under the Leases, together with interest thereon if required by law or under the Leases, shall be credited to Acquiror, except to the extent any security deposits have been applied, after the date of this Agreement, to the curing of a default under the Lease and have not been replenished. No such security deposits have been applied to the curing of a default under the Lease and have not been replenished as of the date of this Agreement; (b) To the extent such charges are not billed directly to Tenants, water, electricity, sewer, gas, telephone and other utility charges shall be prorated based, to the extent practicable, on final meter readings and final invoices, or, in the event if final readings and invoices are not available, based on the most currently available billing information, and reprorated upon issuance of final utility bills; (c) Amounts paid or payable under any Service Contracts being assigned to Acquiror shall be prorated based, to the extent practicable, on final invoices or, in the event if final invoices are not available, based on the most currently available billing information, and reprorated upon issuance of final invoices; (d) All For Properties which are not subject to XXX Lease Agreements, all real estate, personal property and ad valorem taxes applicable to the Properties or Additional Properties and levied with respect to calendar year 1998 or the appropriate fiscal year shall be prorated on an accrual basis, as of the Closing Date, the Second Closing Date or the Option Closing Date, as the case may be, utilizing the actual final Tax Bills for the Properties properties for 1997 (or 1998 if available) adjusted for any announced changes in rates of taxationtaxation or assessed valuation of the properties. Prior to or at the Closing, Second Closing or Option Closing, as the case may be, Contributor shall pay or have paid all Tax Bills that are due and payable prior to or on the Closing Date, Second Closing Date or Option Closing Date, as the case may be, and shall furnish evidence of such payment to Acquiror and the Title CompanyInsurer. Each party's respective obligations For the Properties and Additional Properties, which are subject to reprorate real estate XXX Lease Agreements, taxes shall survive will be adjusted pursuant to the Closing and shall not merge into any instrument of conveyance delivered at Closing. The taxes to be prorated (i.e., county, school, city) for each Property and the billing and accrual schedule for each such tax are set forth in Exhibit Kapplicable PILOT Agreement; (e) All assessments, general or special, shall be prorated as of the Closing Date, the Second Closing Date and the Option Closing Date, as the case may be, on a "due date" basis such that the Contributor shall be responsible for any installments of assessments which are first due or payable prior to the Closing Date, the Second Closing Date and the Option Closing Date, respectively, and Acquiror shall be responsible for any installments of assessments which are first due or payable on or after the Closing Date, the Second Closing Date and the Option Closing Date, as the case may be; (f) Commissions Except as set forth in Section 6(E)(i)(h), commissions of leasing and rental agents for any Lease entered into as of or prior to the Closing Date with respect to the Properties, the Second Closing Date with respect to Waterfront II or the Option Closing Date with respect to One City Centre and Three City Centre, as the case may be, that are due and payable at or prior to the Closing Date, the Second Closing Date or the Option Closing Date, as the case may be, whether with respect to base lease term, future expansions, renewals, or otherwise, shall be paid in full at or prior to the Closing, the Second Closing or the Option Closing, as the case may be, by the Contributor, without contribution or proration from Acquiror; (g) All Base Rents (as defined below) and other charges actually received, including, without limitation, all Additional Rent (as defined below), shall be prorated at ClosingClosing with respect to the Properties, the Second Closing Date with respect to Waterfront II or the Option Closing Date with respect to One City Centre and Three City Centre. At the time(s) of final calculation and collection from tenants of Additional Rent for 19981998 (or for 1999 with respect to Additional Properties, if applicable), there shall be a re-proration between Acquiror and the Contributor as to Additional Rent adjustments, which re-proration shall be paid upon Acquiror's presentation of its final accounting to the Contributor, certified as to accuracy by Acquiror. The party's respective obligations to reprorate Additional Rent shall survive the Closing, the Second Closing and the Option Closing, as the case may be, and shall not merge into any instrument of conveyance delivered at the Closing, the Second Closing or the Option Closing, as the case may be. At the Closing, the Second Closing and the Option Closing, as the case may be, no "Delinquent Rents" (rents or other charges which are due and owing as of the Closing, the Second Closing or the Option Closing, as the case may be) shall be prorated in favor of the Contributor. Notwithstanding the foregoing, Acquiror shall use reasonable efforts after the Closing Date with respect to the Properties, the Second Closing Date with respect to Waterfront II and the Option Closing Date with respect to One City Centre and Three City Centre, to collect any Delinquent Rents due to the Contributor from tenants. Further, after the Closing DateDate with respect to the Properties, the Second Closing Date with respect to Waterfront II or the Option Closing Date with respect to One City Centre and Three City Centre, the Contributor shall continue to have the right, enforceable at its sole expense, to pursue legal action against any tenant (and any guarantors) who have defaulted, owe any Base Rent or additional rent to Contributor for the period prior to the Closing Date, the Second Closing Date or the Option Closing Date, as the case may be, under a Lease; provided, however, that the Contributor gives Acquiror advance written notice of its intent to pursue such action and further provided that the Contributor shall have no right to terminate any Lease (or any right to dispossess any tenant thereunder). All rents and other charges received from any tenant after the Closing, the Second Closing or the Option Closing, as the case may be, by and for the benefit of Acquiror shall be applied, first, against current and past due rental obligations owed to, or for the benefit of, Acquiror with respect to those rental obligations accruing subsequent to the Closing Date, the Second Closing Date or the Option Closing Date, as the case may be (including, but not limited to, obligations to replenish any security deposit withdrawal by the Contributor or Acquiror), or any obligations accruing prior to the Closing Date, the Second Closing Date or the Option Closing Date, as the case may be, that the Contributor does not pay or for which Acquiror does not receive a credit at the Closing, the Second Closing or the Option Closing, as the case may be, and second, any excess shall be delivered to the Contributor, but only to the extent of Delinquent Rents owed to, and for the benefit of, the Contributor for the period prior to the Closing Date Date, the Second Closing or the Option Closing Date, as the case may be (in no event, however, shall any sums be paid to the Contributor to the extent it has been previously reimbursed for such default out of any security deposit); (h) The Leases set forth in Schedule 6E(i)(h) attached to this Agreement are referred to herein as "New Leases." The Contributor and Acquiror acknowledge that various of the Properties may contain certain vacancies as of the date of this Agreement and all such current vacancies are reflected on the Rent Roll (the "Vacancies"). If a For any new lease for any such Vacancy ("Vacancy Lease") that is executed prior to Closing and Closing, if the terms of such Vacancy Lease have been approved by AcquirorAcquiror (or were not approved, then but approval is not required pursuant to this Agreement), and for any New Leases, the applicable Contributor and Acquiror shall each bear a pro rata share, of the tenant improvement costs and brokerage commission attributable to the Vacancy Lease and the New Leases (the "Vacancy Lease Costs"). The Contributor's proportionate share of the Vacancy Lease Costs shall be based on that portion of the Vacancy Lease's or New Lease's term that elapses after the rent commencement date and prior to Closing and Acquiror's proportionate share shall be based on that portion the balance of the Vacancy Lease's term that remains unexpired as of the Closing DateLease Costs. The Contributor shall pay all Vacancy Lease Costs and Acquiror shall reimburse the Contributor for its proportionate share of such Vacancy Lease Costs by way of an Adjustment in the Contribution Consideration. In the event that If this Agreement is terminated prior to Closing, then Acquiror shall have no liability or obligation with respect to any Vacancy Lease, any New Lease or any Vacancy Lease Costs.; (i) Award or refunds in connection with a Tax Reduction Proceeding pursuant to Section 4(A)(v); and (j) Such other items that are customarily prorated in transactions of this nature shall be ratably prorated. (ii) For purposes of calculating prorations, Acquiror shall be deemed to be in title to the Properties and Additional Properties, as the case may be, and therefore entitled to the income therefrom and responsible for the expenses thereof, for the entire Closing Date, the Second Closing Date or the Option Closing Date, as the case may be, Second Closing Date and Option Closing Date, as the case may be. All such prorations shall be made on the basis of the actual number of days of the year and month that shall have elapsed as of the Closing Date. Except with respect to general real estate and personal property taxes that are to be reprorated as aforesaid, any proration which must be estimated at the Closing, the Second Closing or the Option Closing, as the case may be, shall be reprorated and finally adjusted within ninety (90) days after the Closing Date; , the Second Closing Date or the Option Closing Date, as the case may be, otherwise all prorations shall be final. The provisions . (iii) Any errors in calculations or adjustments shall be corrected or adjusted as soon as practicable after the Closing, the Second Closing or the Option Closing, as the case may be; such adjustments shall be made in cash or OP Units at the election of Acquiror. (iv) To the extent Acquiror receives a credit at the Closing, the Second Closing or the Option Closing, as the case may be, for any of the foregoing sentence items set forth in this Section 6E, then such 37 item shall survive be the Closingpost-closing obligation of Acquiror.

Closing Prorations and Adjustments. (i) A statement Seller shall prepare the Closing Statement of the prorations and adjustments shall be prepared required by Acquiror in conformity with the provisions of this Agreement and submitted submit it to Contributor for review not less than Purchaser at least three (3) business days prior to the Closing Date. For The following items are to be prorated, adjusted or credited (as appropriate) as of the close of business on the Closing Date, it being understood that for purposes of prorationsprorations and adjustments, Acquiror Seller shall be deemed the owner of the Properties Property up until 11:59 p.m. (Central Standard Time) on the day before the Closing Date. In addition to prorations Date and adjustments that may otherwise Purchaser shall be provided for in this Agreement, deemed the following items are to be prorated or adjusted (as owner of the case requires) Property as of the Closing Date: 4.4.1 real estate and personal property taxes and assessments (a) on the full amount basis of the security and other deposits paid most recent ascertainable tax xxxx if the current xxxx is not then available); 4.4.2 the rent payable by tenants under the Leases, together with interest thereon if required by law or under the Leases, shall be credited to Acquiror; (b) To the extent such charges are not billed directly to Tenants, water, electricity, sewer, gas, telephone and other utility charges shall be prorated based, to the extent practicable, on final meter readings and final invoices, or, in the event final readings and invoices are not available, based on the most currently available billing information, and reprorated upon issuance of final utility bills; (c) Amounts paid or payable under any Service Contracts being assigned to Acquiror shall be prorated based, to the extent practicable, on final invoices or, in the event final invoices are not available, based on the most currently available billing information, and reprorated upon issuance of final invoices; (d) All real estate, personal property and ad valorem taxes applicable to the Properties and levied with respect to calendar year 1998 shall be prorated on an accrual basis, as of the Closing Date, utilizing the actual final Tax Bills for the Properties for 1997 (or 1998 if available) adjusted for any announced changes in rates of taxation. Prior to or at Closing, Contributor shall pay or have paid all Tax Bills that are due and payable prior to or on the Closing Date and shall furnish evidence of such payment to Acquiror and the Title Company. Each party's respective obligations to reprorate real estate taxes shall survive the Closing and shall not merge into any instrument of conveyance delivered at Closing. The taxes to be prorated (i.e., county, school, city) for each Property and the billing and accrual schedule for each such tax are set forth in Exhibit K; (e) All assessments, general or special, shall be prorated as of the Closing Date on a "due date" basis such that the Contributor shall be responsible for any installments of assessments which are first due or payable prior to the Closing Date and Acquiror shall be responsible for any installments of assessments which are first due or payable on or after the Closing Date; (f) Commissions of leasing and rental agents for any Lease entered into as of or prior to the Closing Date that are due and payable at or prior to the Closing Date, whether with respect to base lease term, future expansions, renewals, or otherwise, shall be paid in full at or prior to Closing by the Contributor, without contribution or proration from Acquiror; (g) All Base Rents (as defined below) and other charges actually received, including, without limitation, all Additional Rent (as defined below), shall be prorated at Closing. At the time(s) of final calculation and collection from tenants of Additional Rent for 1998, there shall be a re-proration between Acquiror and the Contributor as to Additional Rent adjustments, which re-proration shall be paid upon Acquiror's presentation of its final accounting to the Contributor, certified as to accuracy by Acquiror. The party's respective obligations to reprorate Additional Rent shall survive the Closing and shall not merge into any instrument of conveyance delivered at Closing. At the Closing, no "Delinquent Rents" (rents or other charges which are due and owing as of the Closing) shall be prorated in favor of the Contributor. Notwithstanding the foregoing, Acquiror shall use reasonable efforts after the Closing Date to collect any Delinquent Rents due to the Contributor from tenants. Further, after the Closing Date, the Contributor shall continue to have the right, enforceable at its sole expense, to pursue legal action against any tenant (and any guarantors) who have defaulted, prior to the Closing Date, under a Lease; provided, however, that the Contributor gives Acquiror advance written notice of its intent rent and all other sums which are due and payable to pursue such action and further provided that the Contributor shall have no right to terminate any Lease (or any right to dispossess Seller by any tenant thereunder). All rents and other charges received from any tenant after the Closing by and for the benefit of Acquiror shall be applied, first, against current and past due rental obligations owed to, or for the benefit of, Acquiror with respect to those rental obligations accruing subsequent to the Closing Date (including, but not limited to, obligations to replenish any security deposit withdrawal by the Contributor or Acquiror), or any obligations accruing prior to the Closing Date that the Contributor does not pay or for which Acquiror does not receive a credit at Closing, and second, any excess shall be delivered to the Contributor, but only to the extent of Delinquent Rents owed to, and for the benefit of, the Contributor for the period prior to the Closing Date (in no event, however, shall any sums be paid to the Contributor to the extent it has been previously reimbursed for such default out of any security deposit); (h) The Contributor and Acquiror acknowledge that various of the Properties may contain certain vacancies as of the date of this Agreement and all such current vacancies are reflected on the Rent Roll (the "Vacancies"). If a new lease for any such Vacancy ("Vacancy Lease") is executed prior to Closing and the terms of such Vacancy Lease have been approved by Acquiror, then the applicable Contributor and Acquiror shall each bear a pro rata share, of the tenant improvement costs and brokerage commission attributable to the Vacancy Lease (the "Vacancy Lease Costs"). The Contributor's proportionate share of the Vacancy Lease Costs shall be based on that portion of the Vacancy Lease's term that elapses prior to Closing and Acquiror's proportionate share shall be based on that portion of the Vacancy Lease's term that remains unexpired uncollected as of the Closing Date(collectively, “Delinquent Amounts”) shall not be adjusted. The Contributor At Closing, Seller shall pay deliver to Purchaser a schedule of all Vacancy Lease Costs and Acquiror shall reimburse the Contributor for its proportionate share of such Vacancy Lease Costs by way of an Adjustment in the Contribution ConsiderationDelinquent Amounts. In the event that this Agreement is terminated prior to Closingany Delinquent Amounts are inadvertently omitted from such schedule, then Acquiror shall have no liability or obligation with respect to any Vacancy Lease or any Vacancy Lease Costs. (i) Such other items that are customarily prorated in transactions of this nature shall be ratably prorated. (ii) For purposes of calculating prorations, Acquiror shall Seller will not be deemed to be have waived its rights to such Delinquent Amounts. Purchaser shall include such Delinquent Amounts in title the first bills thereafter submitted to the Propertiestenants in question after the Closing, and therefore entitled shall continue to do so for twelve (12) months thereafter. Purchaser shall promptly remit to Seller any such Delinquent Amounts paid by tenants; 4.4.3 the amount of unapplied security deposits held by Seller under the Leases; 4.4.4 water, electric, telephone and all other utility and fuel charges, fuel on hand (at cost plus sales tax); provided, however, that any deposits with utility companies shall remain the property of the Seller and shall not be prorated or credited (to the income therefrom and responsible for the expenses thereofextent possible, for the entire Closing Date. All such utility prorations shall will be made handled by meter readings on the basis of the actual number of days of the year and month that shall have elapsed as of day immediately preceding the Closing Date); 4.4.5 amounts due and prepayments under the Service Contracts; 4.4.6 assignable license and permit fees; and 4.4.7 other similar items of income and expenses of operation. Except with respect to general real estate and personal property taxes that are to (which shall be reprorated as aforesaidupon the issuance of the actual bills, if necessary), any proration which must be estimated at the Closing shall be reprorated and finally adjusted within ninety (90) days as soon as practicable after the Closing Date; otherwise otherwise, subject to the provisions of Section 4.4.2 above, all prorations shall be final. The provisions of the foregoing sentence shall survive the Closing.

Closing Prorations and Adjustments. (i) A statement Sellers shall prepare the Closing Statement of the prorations and adjustments shall be prepared required by Acquiror in conformity with the provisions of this Agreement and submitted submit it to Contributor for review not less than Purchaser at least three (3) business days Business Days prior to the Closing Date. For purposes of prorations, Acquiror shall be deemed the owner of the Properties on the Closing Date. In addition to prorations and adjustments that may otherwise be provided for in this Agreement, the The following items are to be prorated prorated, adjusted or adjusted credited (as appropriate), it being understood that for purposes of prorations and adjustments, the case requires) as applicable Seller shall be deemed to be the owner of the applicable portion of the Property prior to but not including the Closing Date and Purchaser shall be deemed to be the owner of the applicable portion of the Property on and following the Closing Date: (a) 4.4.1 real estate and personal property taxes and assessments, in each case, with the full amount applicable Seller responsible for taxes attributable to the portion of the security and other deposits paid under the Leases, together with interest thereon if required by law or under the Leases, shall be credited to Acquiror; (b) To the extent such charges are not billed directly to Tenants, water, electricity, sewer, gas, telephone and other utility charges shall be prorated based, to the extent practicable, on final meter readings and final invoices, or, in the event final readings and invoices are not available, based on the most currently available billing information, and reprorated upon issuance of final utility bills; (c) Amounts paid or payable under any Service Contracts being assigned to Acquiror shall be prorated based, to the extent practicable, on final invoices or, in the event final invoices are not available, based on the most currently available billing information, and reprorated upon issuance of final invoices; (d) All real estate, personal property and ad valorem taxes applicable to the Properties and levied with respect to calendar tax year 1998 shall be prorated on an accrual basis, as of the Closing Date, utilizing the actual final Tax Bills for the Properties for 1997 (or 1998 if available) adjusted for any announced changes in rates of taxation. Prior to or at Closing, Contributor shall pay or have paid all Tax Bills that are due and payable prior to or on the Closing Date and shall furnish evidence of such payment to Acquiror and the Title Company. Each party's respective obligations to reprorate real estate taxes shall survive the Closing and shall not merge into any instrument of conveyance delivered at Closing. The taxes to be prorated (i.e., county, school, city) for each Property and the billing and accrual schedule for each such tax are set forth in Exhibit K; (e) All assessments, general or special, shall be prorated as of the Closing Date on a "due date" basis such that the Contributor shall be responsible for any installments of assessments which are first due or payable is prior to the Closing Date and Acquiror the Purchaser responsible for taxes attributable to the remainder of the tax year (which prorations shall be calculated on the basis of the most recent available tax xxxx if the current xxxx is not then available); 4.4.2 sales, occupancy, room, telecommunications, beverage and similar taxes to which the operations of any Hotel is subject (the taxes in this Section 4.4.2, “Hotel Taxes”), in each case, with the applicable Seller responsible for taxes attributable to the portion of the tax period which is prior to the Closing Date and the Purchaser responsible for taxes attributable to the portion of the tax period after the Closing Date; 4.4.3 monthly rents and other fixed periodic payments under the Leases; provided that no proration shall be made of any installments rent or other revenue item which is overdue as of assessments the Closing Date until such rent or other revenue item is actually received, at which are first due time it shall be prorated and paid to Purchaser or the applicable Seller in accordance with the terms of this Agreement. To the extent Purchaser receives rents (including operating expense, tax and insurance charges payable by tenants) on or after the Closing Date, such payments shall be applied first toward the payment in full of all rents and other amounts due to Purchaser with respect to periods following Closing, then allocated for the month of Closing and thereafter the balance applied to delinquent rents or other amounts due to Sellers, with Sellers’ share thereof being delivered to Seller within five (5) days after Purchaser’s receipt of such amounts; 4.4.4 if the Debt Assumption is consummated, interest and other charges (fother than principal) Commissions of leasing and rental agents for any Lease entered into as of or under the Assumed Debt that have accrued with respect to periods prior to the Closing Date shall be the responsibility of the applicable Sellers of the Encumbered Hotel Assets, and interest and other charges under the Assumed Debt in respect of any period after and including the Closing Date shall be the responsibility of Purchaser; 4.4.5 water, electric, telephone and all other utility and fuel charges (on the basis of the number of days in each applicable xxxx occurring prior to, and on or after, the Closing Date) and fuel on hand (at cost plus sales tax); provided, however, that are any deposits with utility companies shall remain the property of the applicable Seller and shall not be prorated or credited; 4.4.6 amounts due and payable by the applicable Seller under the Assumable Service Contracts and any unamortized portion of any lump sum or up-front payments paid by such Seller under Assumable Service Contracts; 4.4.7 assignable license and permit fees; 4.4.8 rents and other periodic charges under Ground Leases; 4.4.9 accrued and unpaid tour and travel agent commissions; 4.4.10 the balance (less any contested charges) of the open and unpaid account (“Guest Ledger Account”) for each person who is a guest at or prior a Hotel on the day immediately preceding the Closing Date shall be assigned to Purchaser and prorated between the applicable Seller and Purchaser as follows: (a) all room revenue posted for all days preceding the Closing Date shall belong to the applicable Seller (but shall be paid over to such Seller only as and when actually collected (less reasonable administrative and collection costs), except for the day immediately preceding the Closing Date, whether with respect to base lease term, future expansions, renewals, or otherwise, which shall be paid in full at or prior allocated one-half to Purchaser and one-half to the applicable Seller. The applicable Seller shall be responsible for all taxes and franchise fees for all guest charges preceding the Closing by Date, except for the Contributorday immediately preceding the Closing Date, without contribution or proration from Acquiror;which shall be allocated one-half to Purchaser and one-half to the applicable Seller; and (gb) All Base Rents (as defined below) all room revenue posted for all days on and other charges actually received, including, without limitation, all Additional Rent (as defined below), shall be prorated at Closing. At the time(s) of final calculation and collection from tenants of Additional Rent for 1998, there shall be a re-proration between Acquiror and the Contributor as to Additional Rent adjustments, which re-proration shall be paid upon Acquiror's presentation of its final accounting to the Contributor, certified as to accuracy by Acquiror. The party's respective obligations to reprorate Additional Rent shall survive the Closing and shall not merge into any instrument of conveyance delivered at Closing. At the Closing, no "Delinquent Rents" (rents or other charges which are due and owing as of the Closing) shall be prorated in favor of the Contributor. Notwithstanding the foregoing, Acquiror shall use reasonable efforts after the Closing Date shall be allocated to collect Purchaser; 4.4.11 any Delinquent Rents due accounts receivable outstanding as of Closing shall be assigned to Purchaser, and the amount of the same increasing the Purchase Price payable to the Contributor from tenants. Further, after the Closing Date, the Contributor shall continue Seller to have the right, enforceable at its sole expense, to pursue legal action against any tenant (and any guarantors) who have defaulted, prior to the Closing Date, under a Leasewhich such accounts receivable relate; provided, however, that the Contributor gives Acquiror advance written notice of its intent to pursue such action and further provided that increase in the Contributor shall have no right to terminate any Lease (or any right to dispossess any tenant thereunder). All rents and other charges received from any tenant after the Closing by and for the benefit of Acquiror shall be applied, first, against current and past due rental obligations owed to, or for the benefit of, Acquiror Purchase Price with respect to those rental obligations accruing subsequent accounts receivable which are (a) outstanding for thirty (30) days or less at Closing shall be one hundred percent (100%) of such receivables, (b) outstanding for a period between thirty-one (31) to sixty (60) days at Closing shall be ninety percent (90%) of such receivables; and (c) outstanding for a period between sixty-one (61) to ninety (90) days at Closing shall be seventy-five percent (75%) of such receivables; and there shall be no increase in the Purchase Price for any accounts receivable which are more than ninety (90) days outstanding at Closing; 4.4.12 any outstanding deposits or advance payments received and retained by or on behalf of any Seller in connection with any reservation at a Hotel, in the form of a credit against the Purchase Price payable to such Seller; 4.4.13 any gift certificate or other writing (other than trade agreements and food and beverage discount coupons) issued by any Seller or manager of a Hotel which entitles the holder or bearer to a credit (whether in a specified dollar amount or for a specified item, such as a room night or meal) to be applied against the usual charge for rooms, meals and/or other goods or services at any Hotel, in the form of a credit against the Purchase Price to such Seller; 4.4.14 the outstanding balance of all security deposits under the Leases; 4.4.15 all cash on hand at each Hotel, with such cash retained by Purchaser and the amount of the same increasing the Purchase Price payable to the Closing Date Seller that owns the applicable Hotel (including, but not limited to, obligations to replenish any security deposit withdrawal by the Contributor or Acquiror)Sellers shall perform, or any obligations accruing cause to be performed, an accounting of cash on hand at the Property (i.e., in house banks, xxxxx cash, including till money and, to the extent the same are the property of Sellers, vending machines and pay telephones) in the presence of a representative of Purchaser); and 4.4.16 if the Debt Assumption is consummated, all cash and cash equivalents held in respect of the Assumed Debt and not released to the Sellers owning the Encumbered Hotel Assets at or prior to the Closing Date that (such as escrows and reserves for taxes, insurance, FF&E reserves, etc.) (but the Contributor does not pay or for which Acquiror does not receive a credit at Closing, and second, any excess shall be delivered to the Contributor, but only to the extent of Delinquent Rents owed to, and for the benefit of, the Contributor for the period prior to the Closing Date (in no event, however, shall any sums be paid to the Contributor to the extent it has been previously reimbursed for such default out of any security deposit); (h) The Contributor and Acquiror acknowledge that various of the Properties may contain certain vacancies as of the date of this Agreement and all such current vacancies are reflected on the Rent Roll (the "Vacancies"). If a new lease for any such Vacancy ("Vacancy Lease") is executed prior to Closing and the terms of such Vacancy Lease have been approved by Acquiror, then the applicable Contributor and Acquiror shall each bear a pro rata share, of the tenant improvement costs and brokerage commission attributable to the Vacancy Lease (the "Vacancy Lease Costs"). The Contributor's proportionate share of the Vacancy Lease Costs shall be based on that portion of the Vacancy Lease's term that elapses prior to Closing and Acquiror's proportionate share shall be based on that portion of the Vacancy Lease's term that remains unexpired as of the Closing Date. The Contributor shall pay all Vacancy Lease Costs and Acquiror shall reimburse the Contributor for its proportionate share of such Vacancy Lease Costs by way of an Adjustment in the Contribution Consideration. In the event that this Agreement is terminated prior to Closing, then Acquiror shall have no liability or obligation rights with respect to any Vacancy Lease or any Vacancy Lease Costs. (i) Such other items that which are customarily prorated in transactions of this nature shall be ratably prorated. (ii) For purposes of calculating prorations, Acquiror shall be deemed to be in title assigned to the Properties, Purchaser) and therefore entitled the amount of the same increasing the Purchase Price payable to the income therefrom and responsible for applicable Sellers owning the expenses thereof, for the entire Closing Date. All such prorations shall be made on the basis of the actual number of days of the year and month that shall have elapsed as of the Closing DateEncumbered Hotel Assets. Except with respect to general real estate and personal property taxes that are to (which shall be reprorated as aforesaidupon the issuance of the actual bills)), any proration which must be estimated at the Closing shall be reprorated and finally adjusted within on the date that is ninety (90) days after the Closing Date; otherwise otherwise, all prorations shall be final. The provisions No later than eighty-five (85) days after the Closing Date, Purchaser shall prepare and deliver to Sellers a final Closing Statement; provided that if Purchaser shall fail to deliver such final Closing Statement within such eighty-five (85) day period, Sellers may prepare and deliver such statement to Purchaser (and Purchaser shall cooperate fully with Sellers’ efforts to do the same). Within ten (10) days of the delivery of the final Closing Statement to either Sellers or Purchaser, as applicable, Sellers and Purchaser shall agree on the amount of final prorations and such amount shall be paid over to Purchaser or Sellers, as applicable, within three (3) Business Days thereof. As of the Effective Date, Sellers may be seeking adjustments to real estate, ad valorem and/or personal property rates imposed upon and/or assessed values ascribed to the Real Properties (any such actions being collectively referred to as “Tax Appeals”). Sellers retain the right to commence additional Tax Appeals with respect only to periods occurring entirely prior to the Closing Date (other than the tax year in which the Closing occurs) (such period, the “Sellers’ Period”); provided, however, that with respect to any such Tax Appeals undertaken after the Effective Date, Seller shall provide Purchaser with prior written notice thereof. Seller reserves the right to meet with government officials and to contest any assessment or reassessment governing or affecting the Real Properties’ real estate ad valorem and/or personal property taxes solely for any Sellers’ Period and to attempt to obtain a refund for any taxes previously paid (and, if the applicable taxing authority issues any credit to Purchaser on such tax bills in connection therewith, Purchaser shall pay over any such amounts to the applicable Sellers within three (3) Business Days of Purchaser’s receipt of such amounts). Purchaser shall have the exclusive right to commence Tax Appeals with respect to periods after the Closing Date and with respect to periods in which the Closing Date occurs (such periods, the “Purchaser’s Period”), but shall promptly pay over to Sellers the portion of any such tax refund applicable to the Sellers’ Period. From and after the Closing Date, subject to the foregoing sentence qualifications, (a) Purchaser will take all actions and execute and deliver all documents Sellers reasonably request in order to enable Sellers to continue to pursue the Tax Appeals solely with respect to the Sellers’ Period at no out of pocket expense to Purchaser, and (b) Sellers will take all such actions and execute and deliver all documents Purchaser reasonably requests in order to enable Purchaser to pursue any Tax Appeal solely with respect to the Purchaser’s Period at no out-of-pocket expense to Sellers. Subject to the foregoing qualifications, Purchaser and Sellers hereby agree to execute all consents, receipts, instruments and documents which may reasonably be requested in order to facilitate settling any Tax Appeal proceeding commenced by Sellers or Purchaser, as applicable, in accordance with this paragraph and collecting the amount of any tax refund with respect thereto. This Section 4.4 shall survive the Closing.

Closing Prorations and Adjustments. (i) A statement Sellers shall prepare the Closing Statement of the prorations and adjustments shall be prepared required by Acquiror in conformity with the provisions of this Agreement and submitted submit a draft to Contributor Purchaser, for review not less than comment and approval, at least three (3) business days prior to the Closing Date. For The following items are to be prorated, adjusted or credited (as appropriate) as of the close of business on the Closing Date, it being understood that for purposes of prorationsprorations and adjustments, Acquiror Purchaser shall be deemed the owner of the Properties on the Closing Date. In addition to prorations and adjustments that may otherwise be provided for in this Agreement, the following items are to be prorated or adjusted (as the case requires) Property as of the Closing Date: 4.4.1 real estate and personal property taxes and assessments (a) on the full amount basis of the security most recent ascertainable tax xxxx if the current xxxx is not then available, and other deposits paid with respect to the personal property taxes, on a "quick collect" basis); 4.4.2 the rent payable by tenants under the Leases, together with interest thereon if required by law or under the Leases, shall be credited to Acquiror; (b) To the extent such charges are not billed directly to Tenants, water, electricity, sewer, gas, telephone and other utility charges shall be prorated based, to the extent practicable, on final meter readings and final invoices, or, in the event final readings and invoices are not available, based on the most currently available billing information, and reprorated upon issuance of final utility bills; (c) Amounts paid or payable under any Service Contracts being assigned to Acquiror shall be prorated based, to the extent practicable, on final invoices or, in the event final invoices are not available, based on the most currently available billing information, and reprorated upon issuance of final invoices; (d) All real estate, personal property and ad valorem taxes applicable to the Properties and levied with respect to calendar year 1998 shall be prorated on an accrual basis, as of the Closing Date, utilizing the actual final Tax Bills for the Properties for 1997 (or 1998 if available) adjusted for any announced changes in rates of taxation. Prior to or at Closing, Contributor shall pay or have paid all Tax Bills that are due and payable prior to or on the Closing Date and shall furnish evidence of such payment to Acquiror and the Title Company. Each party's respective obligations to reprorate real estate taxes shall survive the Closing and shall not merge into any instrument of conveyance delivered at Closing. The taxes to be prorated (i.e., county, school, city) for each Property and the billing and accrual schedule for each such tax are set forth in Exhibit K; (e) All assessments, general or special, shall be prorated as of the Closing Date on a "due date" basis such that the Contributor shall be responsible for any installments of assessments which are first due or payable prior to the Closing Date and Acquiror shall be responsible for any installments of assessments which are first due or payable on or after the Closing Date; (f) Commissions of leasing and rental agents for any Lease entered into as of or prior to the Closing Date that are due and payable at or prior to the Closing Date, whether with respect to base lease term, future expansions, renewals, or otherwise, shall be paid in full at or prior to Closing by the Contributor, without contribution or proration from Acquiror; (g) All Base Rents (as defined below) and other charges actually received, including, without limitation, all Additional Rent (as defined below), shall be prorated at Closing. At the time(s) of final calculation and collection from tenants of Additional Rent for 1998, there shall be a re-proration between Acquiror and the Contributor as to Additional Rent adjustments, which re-proration shall be paid upon Acquiror's presentation of its final accounting to the Contributor, certified as to accuracy by Acquiror. The party's respective obligations to reprorate Additional Rent shall survive the Closing and shall not merge into any instrument of conveyance delivered at Closing. At the Closing, no "Delinquent Rents" (rents or other charges which are due and owing as of the Closing) shall be prorated in favor of the Contributor. Notwithstanding the foregoing, Acquiror shall use reasonable efforts after the Closing Date to collect any Delinquent Rents due to the Contributor from tenants. Further, after the Closing Date, the Contributor shall continue to have the right, enforceable at its sole expense, to pursue legal action against any tenant (and any guarantors) who have defaulted, prior to the Closing Date, under a Lease; provided, however, that the Contributor gives Acquiror advance written notice of its intent rent and all other sums which are due and payable to pursue such action and further provided that the Contributor shall have no right to terminate any Lease (or any right to dispossess Sellers by any tenant thereunder). All rents but uncollected as of the Closing shall not be adjusted, but Purchaser shall cause the rent and other charges received from any tenant after the Closing by and for the benefit of Acquiror shall be applied, first, against current and past due rental obligations owed to, or for the benefit of, Acquiror with respect to those rental obligations accruing subsequent to the Closing Date (including, but not limited to, obligations to replenish any security deposit withdrawal by the Contributor or Acquiror), or any obligations accruing prior to the Closing Date that the Contributor does not pay or for which Acquiror does not receive a credit at Closing, and second, any excess shall be delivered to the Contributor, but only to the extent of Delinquent Rents owed to, and for the benefit of, the Contributor sums for the period prior to Closing to be remitted to Sellers if, as and when collected. At Closing, Sellers shall deliver to Purchaser a schedule of all such past due but uncollected rent and other sums owed by tenants. Purchaser shall include the Closing Date amount of such rent and other sums in the first bills thereafter submitted to the tenants in question after the Closing, and shall continue to do so for six (in no event6) months thereafter. Purchaser shall promptly remit to Sellers any such rent or other sums paid by scheduled tenants; 4.4.3 the amount of unapplied security deposits under the Leases and any interest accrued thereon for the benefit of the tenant thereunder pursuant to the Lease or applicable law; 4.4.4 water, electric, telephone and all other utility and fuel charges, fuel on hand (at cost plus sales tax); provided, however, that any deposits with utility companies shall any sums remain the property of the Sellers and shall not be paid to the Contributor prorated or credited (to the extent it has been previously reimbursed for such default out of any security depositpossible, utility prorations will be handled by meter readings on the day immediately preceding the Closing Date); (h) The Contributor 4.4.5 amounts due and Acquiror acknowledge that various prepayments under the Service Contracts; 4.4.6 assignable license and permit fees; and 4.4.7 other similar items of the Properties may contain certain vacancies as income and expenses of the date of this Agreement and all such current vacancies are reflected on the Rent Roll (the "Vacancies"). If a new lease for any such Vacancy ("Vacancy Lease") is executed prior to Closing and the terms of such Vacancy Lease have been approved by Acquiror, then the applicable Contributor and Acquiror shall each bear a pro rata share, of the tenant improvement costs and brokerage commission attributable to the Vacancy Lease (the "Vacancy Lease Costs"). The Contributor's proportionate share of the Vacancy Lease Costs shall be based on that portion of the Vacancy Lease's term that elapses prior to Closing and Acquiror's proportionate share shall be based on that portion of the Vacancy Lease's term that remains unexpired as of the Closing Date. The Contributor shall pay all Vacancy Lease Costs and Acquiror shall reimburse the Contributor for its proportionate share of such Vacancy Lease Costs by way of an Adjustment in the Contribution Consideration. In the event that this Agreement is terminated prior to Closing, then Acquiror shall have no liability or obligation with respect to any Vacancy Lease or any Vacancy Lease Costs. (i) Such other items that are customarily prorated in transactions of this nature shall be ratably prorated. (ii) For purposes of calculating prorations, Acquiror shall be deemed to be in title to the Properties, and therefore entitled to the income therefrom and responsible for the expenses thereof, for the entire Closing Date. All such prorations shall be made on the basis of the actual number of days of the year and month that shall have elapsed as of the Closing Dateoperation. Except with respect to general real estate and personal property taxes that are to (which shall be reprorated as aforesaidupon the issuance of the actual bills, if necessary), any proration which must be estimated at the Closing shall be reprorated and finally adjusted within ninety (90) days as soon as practicable after the Closing Date; otherwise otherwise, subject to the provisions of Section 4.4.2 above, all prorations shall be final. The provisions of the foregoing sentence shall survive the Closing.

Closing Prorations and Adjustments. (i) A statement of prorations and adjustments shall be prepared by Acquiror in conformity with the provisions of this Agreement and submitted to Contributor for review not less than three (3) business days prior to the Closing Date. For purposes of prorations, Acquiror shall be deemed the owner of the Properties on the Closing Date. In addition to prorations and adjustments that may otherwise be provided for in this Agreement, the The following items are to be prorated or adjusted (as the case requiresappropriate) as of the Closing Date, it being understood that for purposes of prorations and adjustments, Seller shall be deemed the owner of the Property on the Closing Date and Purchaser shall be deemed the owner of the Property on the day after the Closing Date: (a) real estate and personal property taxes and assessments (on the full amount basis of the security and other deposits paid under most recent ascertainable tax xxxx if the Leases, together with interest thereon if required by law or under the Leases, shall be credited to Acquirorcurrent xxxx is not then available); (b) To the extent such charges are not billed directly to Tenants, water, electricity, sewer, gas, telephone and other utility charges shall be prorated based, to the extent practicable, on final meter readings and final invoices, or, in the event final readings and invoices are not available, based on the most currently available billing information, and reprorated upon issuance of final utility bills; (c) Amounts paid or payable under any Service Contracts being assigned to Acquiror shall be prorated based, to the extent practicable, on final invoices or, in the event final invoices are not available, based on the most currently available billing information, and reprorated upon issuance of final invoices; (d) All real estate, personal property and ad valorem taxes applicable to the Properties and levied with respect to calendar year 1998 shall be prorated on an accrual basis, as of the Closing Date, utilizing the actual final Tax Bills for the Properties for 1997 tenant improvement costs and/or allowances or leasing commissions relating to (or 1998 if available1) adjusted for any announced changes in rates of taxation. Prior to or at Closing, Contributor shall pay or have paid all Tax Bills that are due and payable prior to or on the Closing Date and shall furnish evidence of such payment to Acquiror and the Title Company. Each party's respective obligations to reprorate real estate taxes shall survive the Closing and shall not merge into any instrument of conveyance delivered at Closing. The taxes to be prorated (i.e., county, school, city) for each Property and the billing and accrual schedule for each such tax are set forth in Exhibit K; (e) All assessments, general or special, shall be prorated as of the Closing Date on a "due dateNew Leases" basis such that the Contributor shall be responsible for any installments of assessments which are first due or payable prior to the Closing Date and Acquiror shall be responsible for any installments of assessments which are first due or payable on or after the Closing Date; (f) Commissions of leasing and rental agents for any Lease entered into as of or prior to the Closing Date that are due and payable at or prior to the Closing Date, whether with respect to base lease term, future expansions, renewals, or otherwise, shall be paid in full at or prior to Closing by the Contributor, without contribution or proration from Acquiror; (g) All Base Rents (as defined belowhereinafter defined) and other charges actually received, including, without limitation, all Additional Rent (as defined below), shall be prorated at Closing. At the time(s) of final calculation and collection from tenants of Additional Rent for 1998, there shall be a re-proration between Acquiror and the Contributor as to Additional Rent adjustments, which re-proration shall be paid upon Acquiror's presentation of its final accounting to the Contributor, certified as to accuracy by Acquiror. The party's respective obligations to reprorate Additional Rent shall survive the Closing and shall not merge into any instrument of conveyance delivered at Closing. At the Closing, no "Delinquent Rents" (rents or other charges which are due and owing as of the Closing) shall be prorated in favor of the Contributor. Notwithstanding the foregoing, Acquiror shall use reasonable efforts executed after the Closing Date to collect any Delinquent Rents due to the Contributor from tenants. Further, after the Closing Date, the Contributor shall continue to have the right, enforceable at its sole expense, to pursue legal action against any tenant (and any guarantors) who have defaulted, prior to the Closing Date, under a Lease; provided, however, that the Contributor gives Acquiror advance written notice of its intent to pursue such action and further provided that the Contributor shall have no right to terminate any Lease (or any right to dispossess any tenant thereunder). All rents and other charges received from any tenant after the Closing by and for the benefit of Acquiror shall be applied, first, against current and past due rental obligations owed to, or for the benefit of, Acquiror with respect to those rental obligations accruing subsequent to the Closing Date (including, but not limited to, obligations to replenish any security deposit withdrawal by the Contributor or Acquiror), or any obligations accruing prior to the Closing Date that the Contributor does not pay or for which Acquiror does not receive a credit at Closing, and second, any excess shall be delivered to the Contributor, but only to the extent of Delinquent Rents owed to, and for the benefit of, the Contributor for the period prior to the Closing Date (in no event, however, shall any sums be paid to the Contributor to the extent it has been previously reimbursed for such default out of any security deposit); (h) The Contributor and Acquiror acknowledge that various of the Properties may contain certain vacancies as of the date of this Agreement and all prior to the end of the Review Period, and (2) New Leases executed during the period between the expiration of the Review Period and Closing with the consent of Purchaser granted (or deemed to be granted) in accordance with Section 10(L) below, Seller and Purchaser agree that such current vacancies are reflected costs, allowances and commissions shall be prorated over the term of any such New Lease with Seller being responsible for a portion of such costs, allowances and commissions based on the ratio of Base Rent Roll (payments received by Seller through the "Vacancies"). If a new lease for any such Vacancy ("Vacancy Lease") is executed prior Closing Date to Closing and the terms of such Vacancy Lease have been approved by Acquiror, then total Base Rent payable over the applicable Contributor and Acquiror shall each bear a pro rata share, term of the tenant improvement costs and brokerage commission attributable to the Vacancy particular New Lease (the "Vacancy Lease Costs"). The Contributor's proportionate share of the Vacancy Lease Costs shall be based on that portion of the Vacancy Lease's term that elapses prior to Closing and Acquiror's proportionate share shall be based on that portion of the Vacancy Lease's term that remains unexpired as of the Closing Date. The Contributor shall pay all Vacancy Lease Costs and Acquiror shall reimburse the Contributor for its proportionate share of such Vacancy Lease Costs by way of an Adjustment and, in the Contribution Consideration. In the event that this Agreement is terminated Seller has paid such costs, allowances and/or commissions prior to Closing, then Acquiror Purchaser shall have no liability or obligation with respect to reimburse Seller at Closing for the amount of any Vacancy Lease or any Vacancy Lease Costssuch costs, allowances and/or commissions paid by Seller, based on the above-described proration. (ic) Such water, sewer, electric, telephone and all other utility and fuel charges, fees and use charges, fuel on hand (at cost plus sales tax), and any deposits with utility companies (to the extent possible, utility prorations will be handled by meter readings on the day immediately preceding the Closing Date); Seller will not remove any utility deposit for five (5) days after the Closing; (d) amounts due and prepayments under the Service Contracts; (e) assignable license and permit fees; and (f) other similar items that are customarily prorated in transactions of this nature shall be ratably proratedincome and expenses of operation (including rents, if any). (ii) For purposes of calculating prorations, Acquiror shall be deemed to be in title to the Properties, and therefore entitled to the income therefrom and responsible for the expenses thereof, for the entire Closing Date. All such prorations shall be made on the basis of the actual number of days of the year and month that shall have elapsed as of the Closing Date. Except with respect to general real estate and personal property taxes that are to be reprorated as aforesaid, any proration which must be estimated at the Closing shall be reprorated and finally adjusted within ninety (90) days after the Closing Date; otherwise all prorations shall be final. The provisions of , unless otherwise agreed by the foregoing sentence shall survive the Closingparties in writing.

Closing Prorations and Adjustments. (i) A statement of prorations and other adjustments (the “Closing Statement”) shall be prepared by Acquiror Escrow Holder in conformity with the provisions of this Agreement and submitted to Contributor Purchaser and Seller for review and approval not less than three (3) business days prior to the Closing Date. For purposes of prorations, Acquiror shall be deemed the owner of the Properties on the Closing Date. In addition to prorations and adjustments that may otherwise be provided for in this Agreement, the . (a) The following items are to be prorated or adjusted (adjusted, as the case requires) may require, as of the Closing Date: (a1) the full amount of the security and other deposits paid The rents under the Leases, together Phase I Leases and any other sums owing by tenants thereunder with interest thereon if required by law or under respect to the Leases, shall be credited to Acquiror; (b) To the extent such charges are not billed directly to Tenants, water, electricity, sewer, gas, telephone and other utility charges Phase I Property shall be prorated basedfor the month in which the Closing occurs on a per diem basis. On or before the Closing, Seller shall deliver to the extent practicablePurchaser a schedule of all rents, on final meter readings charges and final invoicesother amounts, orif any, in the event final readings and invoices are not available, based on the most currently available billing information, and reprorated upon issuance of final utility bills; (c) Amounts paid or payable under any Service Contracts being assigned to Acquiror shall be prorated based, to the extent practicable, on final invoices or, in the event final invoices are not available, based on the most currently available billing information, and reprorated upon issuance of final invoices; (d) All real estate, personal property and ad valorem taxes applicable to the Properties and levied with respect to calendar year 1998 shall be prorated on an accrual basis, as by tenants of the Phase I Property before the Closing Date, utilizing under the actual final Tax Bills for the Properties for 1997 (or 1998 if available) adjusted for any announced changes in rates of taxation. Prior to or at Closing, Contributor shall pay or have paid all Tax Bills that Phase I Leases which are due and payable prior to or unpaid on the Closing Date and shall furnish evidence of (such payment amounts are collectively referred to Acquiror and herein as the Title Company“Delinquent Amounts”). Each party's respective obligations to reprorate real estate taxes shall survive Notwithstanding the Closing and shall not merge into foregoing or any instrument of conveyance delivered at Closing. The taxes to be prorated (i.e., county, school, city) for each Property and the billing and accrual schedule for each direction from such tax are set forth in Exhibit K; (e) All assessments, general or special, shall be prorated as of the Closing Date on a "due date" basis such that the Contributor shall be responsible for any installments of assessments which are first due or payable prior tenants to the Closing Date contrary, rental and Acquiror other payments received by Purchaser or Seller from such tenants shall first be responsible for any installments applied toward the actual out-of-pocket costs of assessments which are first due or payable on or after collection, then toward the Closing Date; (f) Commissions payment of leasing and rental agents for any Lease entered into as of or prior to the Closing Date that are due and payable at or prior to the Closing Date, whether with respect to base lease term, future expansions, renewals, or otherwise, shall be paid in full at or prior to Closing by the Contributor, without contribution or proration from Acquiror; (g) All Base Rents (as defined below) current rent and other charges actually receivedowed to Purchaser or Seller for periods after the Closing, and any excess monies received shall be applied toward the payment of Delinquent Amounts. With respect to Delinquent Amounts owed by tenants of the Phase I Property, Purchaser shall reasonably cooperate (including, without limitation, permitting Seller, through its counsel, to file claims and institute suits if the parties have reasonably exhausted all Additional Rent (as defined belowother efforts for collection), shall be prorated at Closing. At the time(s) no expense to Purchaser, in Seller’s collection of final calculation and collection from tenants of Additional Rent for 1998, there shall be a re-proration between Acquiror and the Contributor as to Additional Rent adjustments, which re-proration shall be paid upon Acquiror's presentation of its final accounting to the Contributor, certified as to accuracy by Acquiror. The party's respective obligations to reprorate Additional Rent shall survive the Closing and shall not merge into any instrument of conveyance delivered at Closing. At the Closing, no "such Delinquent Rents" (rents or other charges which are due and owing as of the Closing) shall be prorated in favor of the Contributor. Notwithstanding the foregoing, Acquiror shall use reasonable efforts after the Closing Date to collect any Delinquent Rents due to the Contributor from tenants. Further, after the Closing Date, the Contributor shall continue to have the right, enforceable at its sole expense, to pursue legal action against any tenant (and any guarantors) who have defaulted, prior to the Closing Date, under a LeaseAmounts; provided, however, that the Contributor gives Acquiror advance written notice of its intent Seller shall not be entitled to pursue such action and further provided that the Contributor shall have no exercise any right to terminate any Lease leases or to evict any tenant of the Phase I Property, and all such collection efforts by Seller must cease by the six (6) month anniversary of the Closing Date. Purchaser and Seller shall reasonably cooperate in reconciling any operating expenses, taxes or other assessments reimbursable by the tenants of the Phase I Property under the Phase I Leases for the periods of their respective ownership (or deemed ownership). (2) The full amount of security deposits paid under the Phase I Leases, if any, and not theretofore applied, together with interest thereon to the extent any right interest is required by law or otherwise to dispossess any tenant be paid to tenants thereunder). All rents and other charges received from any tenant after the Closing by and for the benefit of Acquiror , shall be applied, first, against current and past due rental obligations owed to, delivered or for the benefit of, Acquiror with respect credited by Seller to those rental obligations accruing subsequent to Purchaser on the Closing Date (includingand any letters of credit, but not limited toif any, obligations to replenish any security deposit withdrawal by the Contributor or Acquiror), or any obligations accruing prior to the Closing Date that the Contributor does not pay or for which Acquiror does not receive a credit at Closing, and second, any excess shall be delivered to the Contributor, but only to the extent of Delinquent Rents owed to, and for assigned to, Purchaser at the benefit ofClosing at Seller’s expense); (3) All other items of income and all items of expense related to the Phase I Property that are customarily prorated, the Contributor including real estate taxes, personal property taxes and assessments, funds on hand in operating accounts, operating expenses, and Phase I Contracts payments (under Phase I Contracts not terminated by Purchaser pursuant to Section 5.2.3), shall be prorated through Escrow with all items of income and expense allocated (i) to Seller for the period up to the Close of Escrow, and (ii) to Purchaser for the period from and after the Close of Escrow. If Closing occurs before the current year's tax or assessment bills are available, an estimated proration shall be made based on the most recent assessed value and the current tax or assessment rates. Within thirty (30) days after receipt of the current year’s tax or assessment bxxx, Purchaser shall deliver a copy to Seller and Purchaser shall refund to Seller any amount overpaid by Seller, or and Seller shall pay to Purchaser the amount of any deficiency in the proration. If an estimated proration was made, the provisions of this subsection 12.1(a)(3) shall survive the Closing for a period of thirty (30) days following issuance of the current year’s tax or assessment bxxx. (4) Interest under the Existing Loan will be prorated between Seller and Purchaser such that Seller is responsible for all interest due and payable, or accruing, prior to the Closing Date (in no event, however, shall any sums be paid including interest accruing through the day prior to the Contributor Closing Date as to interest accruing for the extent it has been previously reimbursed for such default out of any security deposit); (hmonth in which the Closing Date occurs) The Contributor and Acquiror acknowledge that various of the Properties may contain certain vacancies as of the date of this Agreement and all such current vacancies are reflected on the Rent Roll (the "Vacancies"). If a new lease for any such Vacancy ("Vacancy Lease") is executed prior to Closing and the terms of such Vacancy Lease have been approved by Acquiror, then the applicable Contributor and Acquiror shall each bear a pro rata share, of the tenant improvement costs and brokerage commission attributable to the Vacancy Lease (the "Vacancy Lease Costs"). The Contributor's proportionate share of the Vacancy Lease Costs Purchaser shall be based on that portion of the Vacancy Lease's term that elapses prior to Closing responsible for all interest thereunder from and Acquiror's proportionate share shall be based on that portion of the Vacancy Lease's term that remains unexpired as of after the Closing Date. The Contributor shall pay all Vacancy Lease Costs and Acquiror shall reimburse the Contributor for its proportionate share of such Vacancy Lease Costs by way of an Adjustment in the Contribution Consideration. In the event that this Agreement is terminated prior to Closing, then Acquiror shall have no liability or obligation with respect to any Vacancy Lease or any Vacancy Lease Costs. (i) Such other items that are customarily prorated in transactions of this nature shall be ratably prorated. (ii) For purposes of calculating prorations, Acquiror shall be deemed to be in title to the Properties, and therefore entitled to the income therefrom and responsible for the expenses thereof, for the entire Closing Date. All such prorations shall be made on the basis of the actual number of days of the year and month that shall have elapsed as of the Closing Date. Except with respect to general real estate and personal property taxes that are to be reprorated as aforesaid, any Any proration which must be estimated at the Closing shall be reprorated and finally adjusted within ninety (90) days as soon as practicable after the Closing DateDate with any refunds payable to Seller or Purchaser to be made as soon as practicable; otherwise all prorations shall be final. The provisions To the extent any prorations are subject to reimbursement from the tenants of the foregoing sentence Phase I Property under their respective leases, the parties shall adjust such amounts upon receipt and such reimbursement shall be paid to Seller or Purchaser, as applicable, as soon as practicable. The terms of this Section 12.1 shall expressly survive the Closing. (b) At Closing, Seller shall assign to Purchaser (if and to the extent assignable) and receive a credit for the then current balances, if any, held in escrow for taxes, insurance, replacement reserves, operating deficits and/or working capital reserves in connection with the Existing Loan (unless such reserves have been returned to Seller by Existing Lender, in which case no credit shall be given at Closing). (c) Amounts on deposit, if any, with utility companies or under any Phase I Contracts shall be returned to Seller, and Purchaser shall make separate arrangements with such utility companies or service providers. (d) Seller shall place, or cause to be placed, any units at the Phase I Property that are vacated at least five (5) business days prior to Closing in “rent ready condition,” failing which Purchaser shall receive a credit at Closing equal to the sum of $750.00 per unit that is not in such rent ready condition. A representative of Seller and Purchaser shall walk the vacant units two (2) days before the Close of Escrow to determine which vacant units are not rent ready, if any. For the purposes of this Section 12.1(d), “rent ready condition” shall mean: interior carpets have been cleaned or replaced where necessary, freshly painted interior walls, working kitchen and other appliances (and water heaters and HVAC to the extent such items serve only the individual vacant unit(s)), and no material damage to the doors, walls, ceilings, floors or windows inside such vacant units.

Closing Prorations and Adjustments. (i) A statement The Escrow Agent shall prepare the draft Closing Statement of the prorations and adjustments shall be prepared required by Acquiror in conformity with the provisions of this Agreement for Seller’s review and submitted approval and shall thereafter submit it to Contributor Purchaser for review not less than three and comment at least five (35) business days prior to the Closing Date. For purposes of prorations, Acquiror shall be deemed the owner of the Properties on the Closing Date. In addition to prorations and adjustments that may . 4.4.1 Except as otherwise be provided for in this AgreementSection 4.4, the following items are to be prorated prorated, adjusted or adjusted credited (as the case requiresappropriate) as of 11:59 p.m. local time on the day before the Closing Date, it being understood that for purposes of prorations and adjustments, (A) Seller shall be deemed to be the owner of the Property on the day preceding the Closing Date, (B) Purchaser shall be deemed to be the owner of the Property on and after the Closing Date and (C) this Section 4.4 shall not be deemed to modify any cost or revenue sharing provisions of the Parking Facility Declaration, it being the intent of the parties that costs and revenues attributable to periods prior to the Closing Date be apportioned between the parties to the Parking Facility Declaration in accordance with its terms, as applicable: (a) real estate and personal property taxes and assessments (on the full amount basis of the security and other deposits paid under most recent available tax bill if the Leasescurrent bill is not then available), together with interest thereon if required by law Purchaser being solely responsible for payment of all real estate taxes attributable to periods after Closing, including any supplemental real estate taxes assessed against the Property after Closing to the extent arising out of any change in ownership of the Property or under the Leases, shall be credited to Acquirornew construction occurring on or after Closing; (b) To revenues from operation of the extent such charges are not billed directly Parking Facility; provided, for the avoidance of doubt, in no event shall Purchaser be obligated to Tenantscredit Seller at Closing for any uncollected revenues, water, electricity, sewer, gas, telephone and other utility charges Purchaser shall be prorated based, remit to Seller any revenues attributable to periods prior to the extent practicable, on final meter readings and final invoices, or, in the event final readings and invoices are not available, based on the most currently available billing information, and reprorated upon issuance of final utility billsClosing Date promptly following receipt thereof; (c) Amounts paid or payable under any Service Contracts being assigned to Acquiror shall be prorated basedwater, to the extent practicableelectric, on final invoices or, in the event final invoices are not available, based on the most currently available billing information, telephone and reprorated upon issuance of final invoices; (d) All real estate, personal property and ad valorem taxes applicable to the Properties and levied with respect to calendar year 1998 shall be prorated on an accrual basis, as of the Closing Date, utilizing the actual final Tax Bills for the Properties for 1997 (or 1998 if available) adjusted for any announced changes in rates of taxation. Prior to or at Closing, Contributor shall pay or have paid all Tax Bills that are due and payable prior to or on the Closing Date and shall furnish evidence of such payment to Acquiror and the Title Company. Each party's respective obligations to reprorate real estate taxes shall survive the Closing and shall not merge into any instrument of conveyance delivered at Closing. The taxes to be prorated (i.e., county, school, city) for each Property and the billing and accrual schedule for each such tax are set forth in Exhibit K; (e) All assessments, general or special, shall be prorated as of the Closing Date on a "due date" basis such that the Contributor shall be responsible for any installments of assessments which are first due or payable prior to the Closing Date and Acquiror shall be responsible for any installments of assessments which are first due or payable on or after the Closing Date; (f) Commissions of leasing and rental agents for any Lease entered into as of or prior to the Closing Date that are due and payable at or prior to the Closing Date, whether with respect to base lease term, future expansions, renewals, or otherwise, shall be paid in full at or prior to Closing by the Contributor, without contribution or proration from Acquiror; (g) All Base Rents (as defined below) and other charges actually received, including, without limitation, all Additional Rent (as defined below), shall be prorated at Closing. At the time(s) of final calculation and collection from tenants of Additional Rent for 1998, there shall be a re-proration between Acquiror and the Contributor as to Additional Rent adjustments, which re-proration shall be paid upon Acquiror's presentation of its final accounting to the Contributor, certified as to accuracy by Acquiror. The party's respective obligations to reprorate Additional Rent shall survive the Closing and shall not merge into any instrument of conveyance delivered at Closing. At the Closing, no "Delinquent Rents" (rents or other charges which are due and owing as of the Closing) shall be prorated in favor of the Contributor. Notwithstanding the foregoing, Acquiror shall use reasonable efforts after the Closing Date to collect any Delinquent Rents due to the Contributor from tenants. Further, after the Closing Date, the Contributor shall continue to have the right, enforceable at its sole expense, to pursue legal action against any tenant (and any guarantors) who have defaulted, prior to the Closing Date, under a Leaseutility charges; provided, however, that any deposits with utility companies shall remain the Contributor gives Acquiror advance written notice property of its intent to pursue such action the Seller and further provided that the Contributor shall have no right to terminate any Lease not be prorated or credited (or any right to dispossess any tenant thereunder). All rents and other charges received from any tenant after the Closing by and for the benefit of Acquiror shall be applied, first, against current and past due rental obligations owed to, or for the benefit of, Acquiror with respect to those rental obligations accruing subsequent to the Closing Date (including, but not limited to, obligations to replenish any security deposit withdrawal by the Contributor or Acquiror), or any obligations accruing prior to the Closing Date that the Contributor does not pay or for which Acquiror does not receive a credit at Closing, and second, any excess shall be delivered to the Contributor, but only to the extent of Delinquent Rents owed topossible, and for utility prorations will be handled by meter readings on the benefit of, the Contributor for the period prior to day immediately preceding the Closing Date (in no event, however, shall any sums be paid to the Contributor to the extent it has been previously reimbursed for such default out of any security depositDate); (hd) The Contributor amounts due and Acquiror acknowledge that various payable by Seller under the Assumed Service Contracts; (e) assignable license and permit fees, if applicable; and (f) other similar items of the Properties may contain certain vacancies as income and expenses of the date of this Agreement and all such current vacancies are reflected on the Rent Roll (the "Vacancies"). If a new lease for any such Vacancy ("Vacancy Lease") is executed prior to Closing and the terms of such Vacancy Lease have been approved by Acquiror, then the applicable Contributor and Acquiror shall each bear a pro rata share, of the tenant improvement costs and brokerage commission attributable to the Vacancy Lease (the "Vacancy Lease Costs"). The Contributor's proportionate share of the Vacancy Lease Costs shall be based on that portion of the Vacancy Lease's term that elapses prior to Closing and Acquiror's proportionate share shall be based on that portion of the Vacancy Lease's term that remains unexpired as of the Closing Date. The Contributor shall pay all Vacancy Lease Costs and Acquiror shall reimburse the Contributor for its proportionate share of such Vacancy Lease Costs by way of an Adjustment in the Contribution Consideration. In the event that this Agreement is terminated prior to Closing, then Acquiror shall have no liability or obligation with respect to any Vacancy Lease or any Vacancy Lease Costsoperation. (i) Such other items that are customarily prorated in transactions of this nature shall be ratably prorated. (ii) For purposes of calculating prorations, Acquiror shall be deemed to be in title to the Properties, and therefore entitled to the income therefrom and responsible for the expenses thereof, for the entire Closing Date. All such prorations shall be made on the basis of the actual number of days of the year and month that shall have elapsed as of the Closing Date. 4.4.2 Except with respect to general real estate and personal property taxes that are to (which shall be reprorated as aforesaidupon the issuance of the actual bills, if necessary), any proration which must be estimated at the Closing shall be reprorated and finally adjusted within ninety (90) days as soon as practicable after the Closing Date but in all events on or prior to the 180th day after the Closing Date; otherwise otherwise, all prorations shall be final. The provisions obligations of the foregoing sentence Purchaser and Seller under Section 4.4 of this Agreement shall survive the Closing.